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Carmela Johnson 5526 St. Andrews Dr.

Stockton, CA 95219 (209) 477-5444 Cell (209) 612-7049 EXECUTIVE MANAGEMENT Over 25 years of progressive financial management experience .Hands-on experienc e turning around marginal operations. Proven track record in centralizing funct ions to increase efficiency, cut costs and improve earnings. Key skills include: Financial Management: Financial and public regulatory reporting, (including Sarb anes-Oxley), Month-end, quarter-end and year-end closings, preparation of SEC fi llings (10Qs, 10Ks, S1s, 8Ks), IPOs and capital raising, budgeting, mergers and acquisitions, account payables, leasing/property management, investments and por tfolio management, asset/liability management. Operations/Administration Management: Start-up operations, policies and procedur es, compliance, risk management, audits/examinations, shareholder and Board rela tions, purchasing, IT management personnel management including supervision, hir ing, salary and benefits administration. PROFESSIONAL EXPERIENCE Interim Chief Financial Officer 11/05 to Present Provide banking expertise to independent banks in bank operations and finance as the interim CFO. Services include: * Preparation of SEC fillings (10Qs, 10Ks, S1s, S4s 8Ks) * Financial and public regulatory reporting, (including Sarbanes-Oxley) * Call Report and Financial Statement Reporting * Internal controls, risk management and Management Information Systems (MIS) * Asset Liability Management * Treasury and Investment Management * Preparation and presentation of monthly financial reports for Board of Directo r meetings * Presentation and interpretation of all financial reports for Directors, Shareh olders and Regulatory Agencies * Preparation of material requested by Bank's Audit firms and responding to all appropriate audits * Preparation and filing of all regulatory reporting including responses to exam inations and visitations. * Recommendation and preparation of policies and procedures for proper financial control of the Bank * Ensure corporate and Director compliance with by-laws and state and federal la ws and regulations * Management of the Finance/Accounting Department * Act as liaison with correspondent banks, Federal Home Loan Bank, Federal Reser ve Bank and other related depositories and outside Transfer Agents * Responsible for overseeing Information Technology and acting as liaison with n etwork administration and other technology vendors * Responsible for overseeing backroom operations including liaison with data and item processing providers and compliance management * Responsible for the development and oversight of the risk management program, including facilities/bank security, monthly certifications, Disaster Recovery Pl anning, Gramm-Leach-Bliley and Reporting requirements * With the assistance of the Executive Management team, develop, implement, and

coordinate policies and procedures in the following areas: employment, compensat ion, benefits, group health insurance, worker's compensation, training, employee relations, employment related compliance, safety and other related functions. In cases where HR management and oversight is done by a third-party, "consultant " is to act as the primary coordinator and facilitator to ensure all of the afor ementioned items are properly and adequately addressed. * Oversee legal requirements, branch security and procedural issues * Act as management liaison with Audit Committee * Track and report on all stock options granted, exercised, cancelled, forfeited , etc. * Prepare all required reports for annual shareholders meeting, act as liaison w ith Transfer Agent and attorney, and serve as Inspector of Elections at meeting * Act as facilitator of Bank's IT Steering and Liability Committees, including p repare minutes and agendas. Farmers & Merchants Bank of Central California, Lodi California 3/05 to 10/ 31/05 1St Vice President/Operations Risk Manager Report to the President/CEO Management of the Bank's compliance and risk management programs to include: * Supervision of the Bank's compliance department * Oversee the Bank's Bank Secrecy Act and Anti-Money Laundering Programs * Responsible for engaging outside audit firms for annual audits and reviews of the Bank's operations, compliance and credit functions. * SOX 404 testing * Vendor Management * Coordinate regulatory examinations * Oversee the CRA efforts of the Bank * Responsible for the continual updates of the Bank's Policies and Procedures * Supervise a department of six to include three vice presidents Sheshunoff Management Services, Headquarters in Austin Texas 6/ 04-03/05 Engagement Director - Regulatory Compliance. As Engagement Director I was responsible for directing the assigned projects for the Western Region. Projects included the following for the benefit of banks, credit unions and thri ft companies: * Review and conduct annual audits of the BSA/AML Programs of financial institut ions. * Write BSA/AML Policies and Procedures for financial institutions. * Help to develop risk assessment procedures for internal programs such as BSA/A ML. * Review and audit compliance and CRA programs for financial institutions. * Develop and write internal controls policy and procedures. * Team member from Sheshunoff to review and assist Riggs Bank, NA to identify ke y AML/BSA issues. Diablo Valley Bank, Danville, CA 3/03-6/04 Executive Vice President/Chief Financial Officer. Executive Officer of a community bank. Diablo Valley Bank is a Community Bank in Danville. I was involved with all phases of the start-up from raising the ca pital to getting the doors opened of two branch locations. Reporting to Preside nt/CEO. Responsible for the formation and implementation of policies and proced ures, financial and regulatory reporting, operations and data processing, hiring personnel and administering salary and benefits program, risk management, inves tments, asset/liability management, operational systems and procedures and train ing. I was also very involved in all the Board meetings and Committee meetings. The Bank was sold to Heritage Bank of Commerce.

Pacific State Bank, Stockton, CA 3/00 - 3/03 Executive Vice President/Chief Financial Officer and Chief Operating Officer. Executive Officer of a community bank. Reporting to President/CEO. Responsible for the formation and implementation of policies and procedures, financial and regulatory reporting, operations and data processing, hiring personnel and admin istering salary and benefits program, risk management, investments, asset/liabil ity management, operational systems and procedures and training. Pacific State Bank was an SEC reporting company. I prepared 10Ks, 10Qs, Proxies, Annual Repor ts and other regulatory reports as need. MT DIABLO NATIONAL BANK, Danville, CA 9/96 - 3/00 Senior Vice President/Chief Financial Officer. Executive Officer of a communit y bank. Reporting to President/CEO. Overseeing the implementation of policies and procedures, financial and regulatory accounting, operations and data process ing, hiring personnel and administering salary and benefits program, risk manage ment, investments, asset/liability management, operational systems and procedure s and training. The Bank was sold to Greater Bay Bancorp. INDEPENDENT CONSULTANT 11/95-9/96 Provided banking expertise to independent banks in bank operations and finance. Last assignment was working at Cupertino National Bank as Acting Controller. HERITAGE BANK OF COMMERCE, San Jose, CA 3/94-9/95 Executive Vice President/Chief Administrative Officer. Executive Officer of a n ew start-up Bank. Joined the Bank in organization, involved with the raising of $14 million in capital. Overseeing the implementation of policies and procedur es, hiring personnel and administering salary and benefits program, risk managem ent, investments, asset/liability management, operational systems and procedures and training. INDEPENDENT CONSULTANT 11/93-3/94 Provided banking expertise to independent banks in bank operations and controlle r's department. Prepared 10Q and Annual Reports for Cupertino National Bank. CALIFORNIA BANCSHARES, INC., Alameda, CA 7/86-7/93 Senior Vice President/Cashier. Executive officer overseeing operations and admi nistration of 8 independent banks and $820 million holding company. Reporting t o President/CEO. Managed 2 regional note department budgets and training budget . Also managed $160 million investment portfolio and asset/liability functions of each bank. Directed all financial and regulatory reporting. Supervised 5 d irect reports. Served on several policy and implementation committees. * Directed consolidation of 11 functions across all banks including data process ing, personnel, reporting, asset/liability management, investments, accounts pay ables, etc. Eliminated 12 FTE's and saved $400,000 annually allowing strong foc us on customer service. * Consolidated note department resulting in a $350,000 savings. * Worked to overcome bad audit at member Bank, implemente4d action plan to resol ve problem areas. At next audit overturned unsatisfactory rating to satisfactor y. Improved image in community which added to increase in market share. The Ho lding Company was sold to US Bank.

EDUCATION B.A. Degree in Political Science/Economics Graduate Queens College, New York City University, New York, NY chool Seattle, WA Pacific Coast Banking S

PROFESSIONAL ASSOCIATIONS South Bay Chapter Institute for Financial Services Management Bank Administration Institute San Jose State University School of Business Past President and Director Past Director YMCA of San Joaquin County ABA Routing Number Committee Finance Committee Chairperson Past voting member Director