SB-2

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 2004

REGISTRATION NO. 333-            

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

PACIFIC COAST NATIONAL BANCORP
(Name of small business issuer in its charter)

CALIFORNIA
(State or other jurisdiction of
incorporation or organization) 6021
(Primary Standard Industrial
Classification Code Number) 61-1453556
(I.R.S. Employer
Identification Number)

1291 Puerta del Sol, Suite 200
San Clemente, California 92673-6310
(949) 361-4300
(Address and telephone number of principal executive offices and principal place of business)

MICHAEL S. HAHN
Pacific Coast National Bancorp
1291 Puerta del Sol, Suite 200
San Clemente, California 92673-6310
(949) 361-4300
(Name, address and telephone number of agent for service)

Copies to:
PETER G. WEINSTOCK Jenkens & Gilchrist, a Professional Corporation 1445 Ross Avenue, Suite 2900 Dallas, Texas 75202-2799 (214) 855-4746 pweinstock@jenkens.com	GEOFFREY S. KAY Jenkens & Gilchrist, a Professional Corporation 1445 Ross Avenue, Suite 2900 Dallas, Texas 75202-2799 (214) 855-4158 gkay@jenkens.com

Approximate date of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price(1)	Amount of registration fee
Shares of common stock, $0.01 par value	1,900,000	$10.00	$19,000,000	$2,407.30
Rights to purchase shares of common stock	380,000(2)	$12.50	(3)	$0(3)
Shares of common stock, $0.01 par value	380,000	$12.50(4)	$4,750,000	$601.83
Rights to purchase shares of common stock	234,000(5)	$10.00	(3)	$0(3)
Shares of common stock, $0.01 par value	234,000	$10.00(4)	$2,340,000	$296.48

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933.

(2)

Warrants to purchase an aggregate of up to 380,000 shares of common stock at an exercise price of $12.50 per share will be issued to the initial shareholders of the registrant in connection with this offering.

(3)

Pursuant to Rule 457(g), no separate registration fee is required for the rights.

(4)

Represents the exercise price per share for each warrant.

(5)

Warrants to purchase an aggregate of up to 234,000 shares of common stock at an exercise price of $10.00 per share will be issued to the organizers of the registrant in connection with this offering.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting offers to buy these securities, in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED                        , 2004

PACIFIC COAST NATIONAL BANCORP
A proposed bank holding company for

PACIFIC COAST NATIONAL BANK
(In Organization)

COMMON STOCK UP TO 1,900,000 SHARES

        We are offering for sale a minimum of 1,700,000 and a maximum of 1,900,000 shares of our common stock at a price of $10.00 per share to raise the money to organize Pacific Coast National Bank, a new national bank in organization to be headquartered in San Clemente, California, with a full service banking office in Encinitas, California. We will be the holding company and sole shareholder of Pacific Coast National Bank after it is organized. Prior to this offering, we have not conducted active business operations and have issued no shares. Upon issuance, we have no current plans to list our shares on any national stock exchange although we expect to have at least one company making a market in our shares.

        To participate in the offering, you must subscribe to purchase at least 250 shares. You may subscribe for and purchase a maximum of 25,000 shares in the offering. If you subscribe for more than 25,000 shares, we intend to reject the portion of the subscription that exceeds 25,000 shares. In our sole discretion, we may waive in writing the minimum or maximum subscription amounts. In addition to any shares that you purchase in the offering, you will receive one warrant for every five shares of stock that you purchase. These warrants will be exercisable at a price of $12.50 per share at any time within three years of the date that Pacific Coast National Bank opens for business.

        The offering is expected to end on March 31, 2005. However, we may, in our sole discretion, end the offering prior to March 31, 2005 or extend it for additional periods, but not beyond September 30, 2005. We reserve the right to reject, in whole or in part, any subscription for shares of our stock. We will offer and sell our common stock on a best-efforts basis through our organizers and directors, subject to compliance with applicable federal and state securities laws. In addition, we may offer and sell our common stock through licensed broker-dealers in certain states where none of our organizers and directors is currently licensed under the applicable state securities laws to offer and sell our common stock and where exemptions from the licensing requirements are unavailable. No organizer, director, broker-dealer or any other person or entity will receive any commission or other compensation in connection with these activities. The organizers intend to subscribe for an aggregate of 294,950 shares of the common stock sold in this offering.

        All subscription funds will be held in an escrow account at TIB—The Independent BankersBank, which will act as the escrow agent. The escrow agent will hold the subscription funds until we accept subscriptions for at least 1,700,000 shares and notify the escrow agent that we have received all required regulatory approvals to organize Pacific Coast National Bank. If we are unable to sell at least 1,700,000 shares of common stock or fail to receive all required regulatory approvals, the escrow agent will promptly return all subscription funds to investors, with any interest earned thereon without deduction for expenses. We will be unable to use any subscription funds until they are released from escrow. Except as provided above, any interest earned on the subscription funds held in escrow will be retained by Pacific Coast National Bancorp.

        Our organizers are advancing to us the funds necessary to cover the expenses incurred in connection with the organization of Pacific Coast National Bancorp and Pacific Coast National Bank, and are providing limited guarantees with respect to amounts loaned to us for these purposes. In addition, our organizers and directors are expending substantial time and effort in connection with our organizational activities. In exchange for undertaking these obligations, in addition to any shareholder warrants to which they may be entitled, the organizers and directors will receive, in the aggregate, warrants to purchase 234,000 shares of our common stock. These warrants will be exercisable at a price of $10.00 per share, the initial offering price, and may be exercised at any time within 10 years of the date that Pacific Coast National Bank opens for business.

Our common stock is not a deposit or a bank account and is not insured by the Federal Deposit Insurance Corporation or any other government agency. Our common stock is subject to investment risk, including possible loss of principal.

An investment in our common stock involves risks, and you should not invest in this offering unless you can afford to lose all of your investment. We have described what we believe are the material risks of this investment in the section titled "Risk factors" beginning on page 8.

The common stock offered by this prospectus has not been approved or disapproved, and the completeness and accuracy of the disclosures in this prospectus have not been passed upon by the Securities and Exchange Commission, any state securities commission, the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation or any other regulatory body. Any representation to the contrary is a criminal offense.

        The following table summarizes the minimum and maximum proceeds that we expect to receive from the offering.

	Per share		Total minimum		Total maximum
Subscription price	$	10.00	$	17,000,000	$	19,000,000
Underwriting fees and commissions		—		—		—
Proceeds to Pacific Coast National Bancorp(1)	$	10.00	$	17,000,000	$	19,000,000

(1)

Before deducting organizational and other pre-opening expenses consisting of, among others, legal and accounting fees, and printing, distribution and marketing expenses, estimated to total approximately $2.1 million.

The date of this prospectus is                        , 2004.

HOW TO SUBSCRIBE

        Persons desiring to subscribe for shares of our common stock must complete the subscription agreement enclosed with this prospectus. No person may purchase, directly or indirectly, more than 25,000 shares of our common stock unless we waive this requirement. To participate in the offering, you must subscribe for the purchase of at least 250 shares. We reserve the right to accept or reject, in whole or in part, in our sole discretion, any subscription for shares of our common stock. We also reserve the right to accept a subscription that is less than the minimum subscription amount or greater than the maximum subscription amount.

        Completed subscription agreements should be mailed or hand delivered to:

Michael S. Hahn
Pacific Coast National Bancorp
1291 Puerta del Sol, Suite 200
San Clemente, California 92673-6310

        A check in the full payment for the shares of common stock for which the prospective investor has subscribed should be mailed or hand delivered to:

BY HAND DELIVERY:

TIB—The Independent BankersBank
Escrow Account for Pacific Coast National Bancorp
350 Phelps Drive, Suite 200
Irving, Texas 75038

BY FIRST CLASS MAIL:

TIB—The Independent BankersBank
Escrow Account for Pacific Coast National Bancorp
P.O. Box 560528
Dallas, Texas 75356-0528

        YOUR SUBSCRIPTION WILL BECOME IRREVOCABLE WHEN WE RECEIVE YOUR SUBSCRIPTION AGREEMENT.    We will promptly notify you by written confirmation upon acceptance of your subscription. Subscription payments attributable to rejected subscriptions will be refunded promptly.

SUMMARY

The information that follows highlights information contained elsewhere in this prospectus. Because it is a summary, it does not contain all of the information that is important to you. For a more complete understanding of the offering, we urge you to read this entire prospectus carefully.

Pacific Coast National Bancorp and Pacific Coast National Bank

        We are a California corporation that was incorporated on July 2, 2003 to organize and serve as the holding company for Pacific Coast National Bank, a national bank in organization. Pacific Coast National Bank will be a full-service commercial bank headquartered in San Clemente, California, with a full-service banking office in Encinitas, California. The Bank will initially serve San Clemente, Encinitas and its neighboring communities and intends to offer a broad range of commercial and consumer banking services to small and medium-sized businesses, professionals and individuals who we believe will be particularly responsive to the style of service which the Bank intends to provide to its customers. We believe that local ownership and control will allow Pacific Coast National Bank to serve customers more efficiently and effectively and will aid in our growth and success. The Bank intends to compete on the basis of providing a unique and personalized banking experience combined with a full range of services, customized and tailored to fit the needs of the client.

        Pacific Coast National Bank's and our principal business office will be located at 905 Calle Amanecer, Suite 100, San Clemente, California. The Bank will also operate another full-service banking office at 499 North El Camino Real, Suite C-100, Encinitas, California, located at the intersection of North El Camino Real and Garden View, to serve the expanding Encinitas market. Organizational activities are being conducted from 1291 Puerta del Sol, Suite 200, San Clemente, California 92673-6310 (Tel: (949) 361-4300).

        To date, our sole operations have been directed toward preparing and filing applications with various bank regulatory authorities for permission to organize a national bank and a bank holding company, and taking all other actions necessary to organize and charter Pacific Coast National Bank, including those related to raising capital as a result of this offering. On June 2, 2004, we filed an application with the Office of the Comptroller of the Currency (Comptroller) to organize a new national bank in San Clemente, California and with the Federal Deposit Insurance Corporation (FDIC) for federal deposit insurance. Each of these applications is pending. While approval of our regulatory applications is not assured, we have no reason to believe that the approvals will not be forthcoming.

        We anticipate that Pacific Coast National Bank will receive preliminary approval as a bank in organization in the fourth quarter of 2004, but the Bank does not anticipate the commencement of banking operations until the first quarter of 2005. During the period between preliminary regulatory approval and the commencement of banking operations, we will be engaged in raising the capital necessary to open the Bank. In addition, the Bank will be engaged in such activities as the build-out of its banking offices, the recruitment and training of staff, preliminary marketing, and the installation of its computer system and operating software. We would not expect to receive final approval before the completion of the offering and a satisfactory pre-opening examination. We cannot assure you, however, that the Bank will be able to open for business when anticipated.

Management

        Our organizers and the persons who are proposed to become the initial board of directors of Pacific Coast National Bancorp and Pacific Coast National Bank are engaged in a broad range of commercial, professional and community-oriented activities and have strong professional and personal ties to the banking market we will be serving. We will draw upon their knowledge of the business community in the development of its business. The members of the Bank's executive management team each have extensive banking experience in the Southern California banking market. The organizers and

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proposed directors possess a wide spectrum of banking and business experience and were carefully chosen, taking into account personal and professional strengths, contacts and reputation. They will each be expected to attract clients through their own personal and professional networks.

Why we are organizing a new bank

        Our proposed banking market consists of two segments: the San Clemente area, where our main office will be located, and the Encinitas area, where our branch office will be located. We believe that this banking market represents a diverse market with a growing population and economy. We also believe that the community will enthusiastically welcome and support a new locally-owned and operated community bank. As a community bank, Pacific Coast National Bank will be designed to serve the needs of the residents and small- to medium-sized businesses within our banking market.

        San Clemente and Encinitas are both undergoing positive economic changes and are capitalizing on the opportunities associated with such changes. The San Clemente and Encinitas populations and median incomes continue to expand as a result of the migration and relocation of higher paid individuals from adjacent metropolitan employment centers. Many of these individuals are seeking a "quality of life" improvement in these less urban enclaves. The business sector has followed in sufficient mass that these transplanted individuals are seeking (and finding) employment opportunities.

        Generally speaking, those who have higher incomes tend to seek out financial institutions that are committed to delivering quality service. This being the case, the San Clemente facility will be located in an area that has a high percentage of residents with above average family incomes. We believe that this will translate into marketing opportunities for the Bank.

        More specifically, the San Clemente area has experienced substantial population growth over the last decade and is projected to continue to grow at a rate of approximately 8.2% over the next five years. Likewise, the Encinitas sector is expected to experience population growth of approximately 8.8% over the next five years. In addition to the population growth, the residents of the San Clemente area are expected to enjoy an increase of approximately 27.0% in per capita income over the next five years while the median household income of Encinitas residents is expected to reach more than $70,157 over the same period.

        Finally, in both areas, the median price of a single-family home is expected to increase by approximately 21% between 2003 and 2008. All of the projected growth rates shown above are based on forecasts developed by ESRI Business Information Systems. Through our strategically located banking offices, we believe that we will be able to capitalize on the opportunities expected to develop in these markets.

        Although we would compete with a number of other financial institutions, the majority of assets in our banking market are held in financial institutions that are not locally owned and operated. By creating a locally-owned and locally-managed bank that is sensitive and responsive to the needs of the community, we believe that there is an opportunity for Pacific Coast National Bank to acquire significant market share by offering an alternative to the less personal service that we believe is offered by many larger banks, all of which have headquarters, ownership and executive decision-makers located outside of our local marketplaces.

        We recognize that most of our competitors have substantially greater resources and lending limits than Pacific Coast National Bank will have and provide other services, such as extensive and established branch networks and trust services, that the Bank does not expect to provide initially. As a result of these competitive factors, the Bank may have to pay higher interest rates to attract depositors or extend credit with lower rates to attract borrowers.

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Executive officers, directors and organizers

        Our management team is led by Colin Forkner, Michael Hahn, Richard Grinyer and Terry Stalk. Mr. Forkner is the Chief Executive Officer of Pacific Coast National Bancorp and the proposed Chief Executive Officer of Pacific Coast National Bank. He has 40 years of banking experience and has held senior executive management positions with Security Pacific Corporation, Bank of California and Northern Trust Bank of California. He recently retired as President and Chief Executive Officer of California First National Bank, a bank for which he also served as a founding organizer.

        Michael S. Hahn is the President of Pacific Coast National Bancorp and the proposed President and Chief Operating Officer of Pacific Coast National Bank. Mr. Hahn has been in banking for more than 20 years, most of which has been with financial institutions operating within our proposed market area. Most recently, he was employed by Union Bank of California where he managed Coastal Business Banking in Oceanside, California. This office oversaw the business banking for 21 banking offices of Union Bank of California in both South Orange and Coastal North San Diego County.

        Richard Grinyer is the proposed Executive Vice President and Chief Credit Officer of Pacific Coast National Bank and the Executive Vice President of Pacific Coast National Bancorp. Mr. Grinyer has more than 28 years of banking experience, all of which have been in San Diego County. During his banking career, Mr. Grinyer has served in numerous management and lending officer capacities with Union Bank of California, California Bank & Trust, El Dorado Bank and Bank of America.

        Terry Stalk is the proposed Executive Vice President and Chief Financial Officer of Pacific Coast National Bank. Ms. Stalk has 30 years of banking experience, most recently with Hawthorne Savings, FSB, a $2.4 billion asset federal savings bank. Pacific Coast National Bank expects also to hire other experienced lending officers prior to the date the Bank opens for business.

        Our board of directors consists of the following twelve individuals:

• Michael Cummings	• Michael Hahn	• James W. Shute
• David E. Davies	• David Johnson	• John Vuona
• Fred A. deBoom	• Dennis C. Lindeman
• Colin Forkner	• Donald R. Mealing
• Richard Grinyer	• Denis Hugh Morgan

        In addition, the following individuals who will not serve as directors or executive officers are serving as organizers of Pacific Coast National Bancorp and Pacific Coast National Bank: Nanette Barbour, Dominic Burtech, Michael J. Crain, Walter Grinyer, Benjamin Hemeyer, Richard Kay, Jr., John Kennedy, R. D. King, William J. Lang, John Najjar, Stephen Pezman, Hans Schroeder, Charles Speck, Leonard Yamamoto, Jennifer Navarro-Yhap and Benjamin Yhap. Each of these individuals is playing an important role as we develop our business plan and corporate policies prior to commencing active banking operations in early 2005. Each of these individuals expects to continue his or her service to the Bank as a member of the Organizers Advisory Committee after we open the Bank.

        Our directors, organizers and executive officers are experienced bankers or local business and community leaders. We believe that their business experience and relationships will enable them to assist the Bank in developing and maintaining a loyal customer base. We expect that these individuals will use their diverse backgrounds and their extensive local business relationships to attract customers from all segments of the community.

        Our directors and organizers intend to purchase an aggregate of approximately 294,950 shares of the common stock offered by this prospectus. These shares represent approximately 17.35% of the minimum and 15.52% of the maximum number of shares to be sold in the offering. However, the organizers may acquire additional shares of common stock, particularly if additional subscriptions are necessary to achieve the minimum subscription level required to organize the Bank.

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Warrants

        We expect to fund our organizational and other pre-opening expenses from direct cash advances made by our organizers and from draws under a line of credit extended to us by TIB—The Independent BankersBank. Each of our organizers will be providing a limited guarantee of the amounts drawn under the line of credit. We expect to incur approximately $2.1 million in organizational and other pre-opening expenses and describe them more fully in the section titled "Use of proceeds—Organizational expenses," beginning on page 8. In the event that Pacific Coast National Bank does not open, our organizers will bear the risk of loss with respect to the direct cash advances and may be pursued by TIB—The Independent BankersBank with respect to any funds advanced under the pre-opening line of credit.

        We also recognize that our organizers and proposed directors have played, and will continue to play, a critical role in the organizational process. Accordingly, in recognition of the expertise imparted and the time expended, and to be expended, by each of our organizers and proposed directors in the organizational process, as well as the substantial financial risks undertaken by the members of our organizing group, we intend to grant an aggregate of 234,000 warrants to our organizers and proposed directors. Each of our organizers, other than Dennis Lindeman, who is contributing his time and expertise and placing funds "at risk" by means of the direct cash advances and limited guaranties, will receive warrants to purchase 10,000 shares of our common stock. Mr. Lindeman, who is the proposed Chairman of Pacific Coast National Bancorp and Pacific Coast National Bank, has contributed significantly more time and effort during the organizational process than any other organizer who is not slated to be a senior executive officer of the Bank. Accordingly, for his efforts and the funds that he is placing "at risk" by means of direct cash advances and limited guaranties, Mr. Lindeman will receive warrants to purchase 14,000 shares of our common stock. Finally, five of the proposed initial directors of Pacific Coast National Bank are not organizers of the proposed bank. However, each has imparted expertise and expended considerable time and effort during the organizational process and will receive warrants to purchase 4,000 shares of common stock. These warrants will be exercisable at a price of $10.00 per share, the initial offering price, and may be exercised within ten years of the date that the Bank opens for business.

        We also recognize that our initial shareholders will be accepting additional financial risk in investing in Pacific Coast National Bancorp from inception. Accordingly, after Pacific Coast National Bank opens for business, we will issue to each initial shareholder warrants to purchase one share of common stock for every five shares of common stock that he or she purchases in the offering. These warrants will be exercisable at a price of $12.50 per share at any time within three years of the date that the Bank opens for business. If we sell 1,700,000 shares in this offering, the minimum offering amount, we will issue, in the aggregate, approximately 340,000 warrants to our initial shareholders. If we sell 1,900,000 shares in this offering, the maximum offering amount, we will issue, in the aggregate, approximately 380,000 warrants to our initial shareholders.

        Organizer and initial shareholder warrants to purchase fractional shares will not be issued. Instead, we will round down to the next whole number in calculating the number of warrants to issue to any shareholder. Holders of warrants will be able to profit from any rise in the market price of our common stock over the exercise price of the warrants because they will be able to purchase shares of our common stock at a price that is less than the then current market value.

Stock options

        We will maintain a stock incentive plan designed to provide us with the flexibility to grant incentive stock options and non-qualified stock options to our directors, executive officers and other individuals employed by Pacific Coast National Bancorp and the Bank. The plan will have a term of 10 years. The

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board of directors will reserve a number of shares equal to 21.0% of the number of shares sold in the offering for issuance to our executive officers under the stock incentive plan.

        When the Bank opens for business, we intend to issue options to purchase shares of common stock to Colin Forkner, Michael Hahn, Richard Grinyer and Terry Stalk. Messrs. Forkner, Hahn and Grinyer would each receive a number of options equal to 4% of the number of shares issued in the offering, and Ms. Stalk would receive a number of options equal to 2.5% of the number of shares issued in the offering. We expect all of these options to be incentive stock options. The remainder of the options under the stock incentive plan would be available for issuance to current and prospective executive officers and employees of Pacific Coast National Bancorp or the Bank at the discretion of our board of directors.

Products and services

        Pacific Coast National Bank will focus on community involvement and personal service while providing customers with the financial sophistication and products typically offered by a larger bank. The Bank will emphasize personalized banking services to small- to medium-sized businesses, independent single-family residential, and commercial contractors and consumers. Lending services will include consumer loans and commercial loans to small- to medium-sized businesses and professional concerns. The Bank will offer a broad array of deposit services including demand deposits, regular savings accounts, money market accounts, certificates of deposit and individual retirement accounts. For the convenience of its customers, the Bank will also offer credit and debit cards, automatic transfers, travelers' checks, domestic and foreign wire transfers, cashier's checks and personalized checks. These services are expected to be provided through a variety of delivery systems including full-service offices, night depositories, automated teller machines, private banking, telephone banking and Internet banking.

Philosophy and strategy

        Pacific Coast National Bank will operate as a full-service community bank, offering sophisticated financial products while emphasizing prompt, personalized customer service. We believe that this philosophy, encompassing the service aspects of community banking, will distinguish the Bank from its competitors.

        To carry out our philosophy, our business strategy will involve the following:

•

Capitalizing on the diverse community involvement, professional expertise and personal and business contacts of our directors and executive officers;



•

Hiring and retaining experienced and qualified banking personnel;



•

Providing individualized attention with consistent, local decision-making authority;



•

Utilizing technology and strategic outsourcing to provide a broad array of convenient products and services;



•

Operating from highly visible and accessible banking offices in close proximity to a concentration of targeted commercial businesses and professionals;



•

Attracting our initial customer base by offering competitive interest rates on our deposit accounts;



•

Encouraging our initial shareholders to become customers by offering additional incentives; and



•

Implementing a strong marketing program.

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Terms of the offering

        We are offering for sale a minimum of 1,700,000 and a maximum of 1,900,000 shares of our common stock at an offering price of $10.00 per share. The number of shares offered does not include shares issuable upon the exercise of warrants that we will issue to our organizers and initial shareholders or upon the exercise of stock options that may be issued under our stock incentive plan. See "Description of Common Stock—Warrants," beginning on page 8 and "Management—Stock incentive plan," beginning on page 8.

        To participate in the offering, you must subscribe to purchase at least 250 shares. The offering price will be payable at the time that the subscription is made. You may subscribe for and purchase a maximum of 25,000 shares in the offering. If you subscribe for more than 25,000 shares, we intend to reject the portion of the subscription that exceeds 25,000 shares. In our sole discretion, we may waive, in writing, the minimum or maximum subscription amounts. We also reserve the right to reject, in whole or in part, any subscription for shares of our common stock. In addition to any shares that you purchase in the offering, after Pacific Coast National Bank opens for business, you will receive one warrant for every five shares of stock that you purchase. These warrants will be exercisable at a price of $12.50 per share at any time within three years of the date that the Bank opens for business. See "Description of Common Stock—Warrants," beginning on page 8.

        We will offer and sell our common stock on a best-efforts basis through our organizers and directors, subject to compliance with applicable federal and state securities laws. In addition, we may offer and sell our common stock through licensed broker-dealers in certain states where none of our organizers and directors is currently licensed under the applicable state securities laws to offer and sell our common stock and where exemptions from the licensing requirements are unavailable. No organizer, director, broker-dealer or any other person or entity will receive any commission or other compensation in connection with these activities, including for soliciting sales of our common stock in the offering. However, we will reimburse reasonable out-of-pocket expenses incurred by these persons in connection with the offering. See "The Offering—Plan of distribution,"beginning on page 8.

Offering termination date

        We expect the offering to end on March 31, 2005. However, we may elect to extend the offering, in our sole discretion, but not beyond September 30, 2005. In addition, we reserve the right to end the offering at any time before March 31, 2005 if we have received subscriptions for at least 1,700,000 shares and determine that the total amount of subscriptions will provide adequate capitalization for Pacific Coast National Bank after payment of organizational expenses. We may, in our sole discretion, conduct multiple closings of the offering once the minimum offering amount is raised and we have received all required regulatory approvals to organize the Bank.

How to subscribe

        Each prospective investor who (together with the investor's affiliates) desires to purchase 250 or more shares should do the following:

•

Complete, date and sign the subscription agreement that accompanies this prospectus and deliver the completed subscription agreement as follows:

BY HAND DELIVERY OR FIRST CLASS MAIL:
Michael S. Hahn
Pacific Coast National Bancorp
1291 Puerta del Sol, Suite 200
San Clemente, California 92673-6310

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•

Make a check payable to "TIB—The Independent BankersBank—Escrow Account for Pacific Coast National Bancorp" in an amount equal to the subscription price of $10.00 times the number of shares for which you have initially subscribed and deliver the completed subscription agreement as follows:

BY HAND DELIVERY:
TIB—The Independent BankersBank
Escrow Account for Pacific Coast National Bancorp
350 Phelps Drive, Suite 200
Irving, Texas 75038

BY FIRST CLASS MAIL:
TIB—The Independent BankersBank
Escrow Account for Pacific Coast National Bancorp
P.O. Box 560528
Dallas, Texas 75356-0528

When we receive your subscription agreement, it will become binding on you and irrevocable.

Escrow arrangements

        Since we cannot open Pacific Coast National Bank until we receive all regulatory approvals required to organize the Bank, all subscription funds will be held in an escrow account at TIB—The Independent BankersBank, which will act as escrow agent. The escrow agent will hold all subscription funds until we receive subscriptions for at least 1,700,000 shares and notify the escrow agent that we have received all required regulatory approvals to organize the Bank. If we are unable to sell at least 1,700,000 shares of common stock or fail to receive all required regulatory approvals, the escrow agent will promptly return all subscription funds to investors, with any interest earned thereon without deduction for expenses.

        All subscription funds will be paid to us to the extent that we accept the subscription agreement. If we reject, in whole or in part, a subscriber's subscription agreement, we will promptly return the subscription funds attributable to the rejected subscription. Any interest earned on the subscription funds held in escrow will be retained by Pacific Coast National Bancorp to defray organizational expenses, except as provided above.

Use of proceeds

        Subject to regulatory approval, we intend to use the proceeds of this offering to capitalize Pacific Coast National Bank and to repay the funds advanced by our organizers to cover our organizational and other pre-opening expenses. We expect to utilize at least $14.5 million of the proceeds from the sale of our common stock to capitalize the Bank. The Bank, in turn, will use the proceeds to provide working capital to be used for business purposes, including paying salaries, and for making loans to customers and other investments. We may retain at the holding company level any excess proceeds to use for future working capital needs. See "Use of proceeds," beginning on page 8.

Organizational expenses

        We expect to incur approximately $2.1 million in organizational and other pre-opening expenses, which are described more completely in the section titled "Use of Proceeds—Organizational expenses," beginning on page 8. We have funded, and will continue to fund, our operations from draws under a line of credit extended to us by TIB—The Independent BankersBank and guaranteed by our organizers, or by direct cash advances from our organizers. These amounts will be repaid from the proceeds of the offering unless we are unable to sell at least 1,700,000 shares of common stock or fail to receive all regulatory approvals required to organize Pacific Coast National Bank. In this case, our organizers would bear the risk of loss with respect to any direct cash advances made by them and TIB—The Independent BankersBank may pursue our organizers under the limited guarantees with respect to any advances made to us under the pre-opening line of credit.

7

RISK FACTORS

The following paragraphs describe what we believe are the material risks of an investment in our common stock. We may face other risks as well, which we have not anticipated. An investment in our common stock involves a significant degree of risk, and you should not invest in our common stock unless you can afford to lose your entire investment. Before making any investment decision, we urge you to carefully read the entire prospectus, including the cautionary statement following these risk factors regarding the use of forward-looking statements.

We must receive regulatory approvals before the Bank may open for business.

        To commence operations as a national bank and a bank holding company, respectively, Pacific Coast National Bank and Pacific Coast National Bancorp must obtain regulatory approvals from the Comptroller, the FDIC and the Board of Governors of the Federal Reserve System (Federal Reserve). While approval of our regulatory applications is not assured, we have no reason to believe that these approvals will not be forthcoming.

We must satisfy certain conditions following preliminary regulatory approval before the Bank may open for business.

        Even if we receive preliminary regulatory approvals of our bank charter and federal deposit insurance application, those approvals will be subject to certain conditions including, among others, that we raise at least $17,000,000 in capital within one year following preliminary approval and open the Bank within 18 months following preliminary approval. We cannot assure you that we will be able to satisfy all of the conditions imposed by the regulators in connection with their approvals. If we fail to satisfy all of these conditions within the applicable time periods, our approvals will expire. In addition, if the conditions imposed by the regulatory agencies delay the anticipated date of commencing banking operations, we will incur additional organizational expenses, which will result in additional losses. See "—Any delay in beginning banking operations will result in additional losses," below.

Any delay in beginning banking operations will result in additional losses.

        Any delay in opening Pacific Coast National Bank for business will increase organizational expenses and postpone realization of potential revenues. This will cause the accumulated deficit from organizational expenses to increase, because we must continue to pay salaries and other operating expenses during this period. We expect, but cannot assure you, that we will receive final regulatory approval and open for business during the first quarter of 2005.

We have no operating history upon which to base an estimate of our future financial performance.

        We do not have any operating history on which to base any estimate of our future earnings prospects. Pacific Coast National Bancorp was only recently formed, and Pacific Coast National Bank will not receive final regulatory approval to begin operations until after this offering is completed. Consequently, you will have no historical operating or financial information to help you decide whether to invest in Pacific Coast National Bancorp.

We expect to incur losses during our initial years of operations.

        At June 30, 2004, we had an accumulated deficit account of $678,649, which represents a portion of the $2.1 million of estimated organizational and other pre-opening expenses. After Pacific Coast National Bank opens, our success will depend, in large part, on our ability to address the problems, expenses and delays frequently associated with new financial institutions and the ability to attract and retain deposits and customers for our services. We expect to sustain losses or achieve minimal profitability during our initial years of operations. We cannot assure you that we will ever become

8

profitable. If we are ultimately unsuccessful, you may lose part or all of the value of your investment. See "Management's Discussion and Analysis of Financial Condition and Plan of Operations" and "Proposed Business," beginning on pages 8 and 8, respectively.

Failure to implement our business strategies may adversely affect our financial performance.

        We have developed a business plan that details the strategies we intend to implement in our efforts to achieve profitable operations. If we cannot implement our business strategies, we will be hampered in our ability to develop business and serve our customers, which, in turn, could have an adverse effect on our financial performance. Even if our business strategies are successfully implemented, we cannot assure you that our strategies will have the favorable impact that we anticipate. Furthermore, while we believe that our business plan is reasonable and that our strategies will enable us to execute our business plan, we have no control over the future occurrence of certain events upon which our business plan and strategies are based, particularly general and local economic conditions that may affect Pacific Coast National Bank's loan-to-deposit ratio, total deposits, the rate of deposit growth, cost of funding, the level of earning assets and interest-related revenues and expenses. See "Proposed Business—Business strategy" on page 8.

Departures of our key personnel or directors may impair our operations.

        Our success will depend in large part on the services and efforts of our key personnel and on our ability to attract, motivate and retain highly qualified employees. Competition for employees is intense, and the process of locating key personnel with the combination of skills and attributes required to execute our business plan may be lengthy.

        In particular, we believe that retaining Colin Forkner, Michael Hahn, Richard Grinyer and Terry Stalk are important to our success. If any of these persons leaves his or her position with Pacific Coast National Bank for any reason, our financial condition and results of operations may suffer.

        If the services of any of our key personnel should become unavailable for any reason, or if the regulatory agencies should require the employment of additional persons to fill positions at Pacific Coast National Bank, the Bank would be required to employ other persons to manage and operate the Bank, and we cannot assure you that the Bank would be able to employ qualified persons on terms acceptable to it. If the services of any of our key personnel should become unavailable prior to the time the Bank commences operations, its ability to begin banking operations would likely be adversely affected.

        Additionally, our directors' and organizers' community involvement, diverse backgrounds and extensive local business relationships are important to our success. If the composition of our board of directors changes materially, our banking business may suffer. See "Management" on page 26.

We will face intense competition from a variety of competitors.

        The banking business in our target banking market and the surrounding areas has become increasingly competitive over the past several years, and we expect the level of competition to continue to increase. See "Proposed Business—Market opportunities—Competition," beginning on page 20. If this competition forces us to offer aggressive loan and deposit rates or otherwise incur higher funding costs, our profitability will be diminished.

        Many of our competitors will be larger than we will be initially and will have greater financial and personnel resources. Many of our competitors will have established customer bases and offer services, such as extensive and established branch networks and trust services that we either do not expect to provide or will not provide for some time. Also, some competitors will not be subject to the same

9

degree of regulation as Pacific Coast National Bank will be and thus may have a competitive advantage over the Bank.

        We believe that the Bank will be a successful competitor in the area's financial services market. However, we cannot assure you that the Bank will be able to compete successfully with other financial institutions serving our target banking market. An inability to compete effectively could be expected to have a material adverse effect on the Bank's growth and profitability.

Our legal lending limits may impair our ability to attract borrowers.

        During its initial years of operations, Pacific Coast National Bank's legally mandated lending limits will be lower than those of many of its competitors because the Bank will have less capital than many of its competitors. The lower lending limits may discourage potential borrowers who have lending needs that exceed our limits, which may restrict the Bank's ability to establish relationships with larger businesses in our area. See "Proposed Business," beginning on page 8.

An economic downturn, especially one affecting our primary service areas, may have an adverse effect on our financial performance.

        Our success will depend on the general economic condition of the region in which we operate, which we cannot forecast with certainty. Unlike many of our larger competitors, the majority of our borrowers and depositors will be individuals and businesses located or doing business in our local banking market. As a result, our operations and profitability may be more adversely affected by a local economic downturn than those of our larger, more geographically diverse competitors. Factors that adversely affect the economy in our local banking market could reduce our deposit base and the demand for our products and services, which may decrease our earnings. For example, an adverse change in the local economy could make it more difficult for borrowers to repay their loans, which could lead to loan losses for Pacific Coast National Bank. See "Proposed Business," beginning on page 8.

Monetary policy and other economic factors could adversely affect Pacific Coast National Bank's profitability.

        Changes in governmental economic and monetary policies, the Internal Revenue Code and banking and credit regulations, as well as such other factors as national, state and local economic growth rates, employment rates and population trends, will affect the demand for loans and the ability of Pacific Coast National Bank and other banks to attract deposits. The foregoing monetary and economic factors, and the need to pay rates sufficient to attract deposits, may adversely affect the ability of the Bank to maintain an interest margin sufficient to result in operating profits. See "Proposed Business," beginning on page 8, and "Supervision and Regulation," beginning on page 8.

Our common stock is not an insured deposit.

        Your investment in Pacific Coast National Bancorp would not be a bank deposit and would not be insured or guaranteed by the FDIC or any other government agency. Your investment would be subject to investment risk, and you must be capable of affording the loss of your entire investment.

Your share ownership may be diluted in the future.

        We intend to issue warrants or stock options to our organizers, executive officers and initial shareholders. If the organizer/director warrants or stock options are exercised, your share ownership will likely be diluted. In addition, if you do not exercise your initial shareholder warrants, and other shareholders exercise their initial shareholder warrants, your share ownership will likely be diluted.

10

        Finally, our articles of incorporation authorize the issuance of up to 10,000,000 shares of common stock, but do not provide for preemptive rights. Any authorized, but unissued shares following the offering will be available for issuance by our board of directors. However, persons who subscribe for shares in the offering will not have the right to subscribe for additional shares of common stock issued at any time in the future. As a result, if we issue additional shares of common stock to raise additional capital or for other corporate purposes, you may be unable to maintain your pro rata ownership in Pacific Coast National Bancorp.

We could be negatively affected by changes in interest rates.

        Pacific Coast National Bank's profitability (and, therefore, our profitability) depends, among other things, on its net interest income, which is the difference between the income that the Bank earns on its interest-earning assets, such as loans, and the expenses that the Bank incurs in connection with its interest-bearing liabilities, such as checking or savings deposits or certificates of deposit. Changes in the general level of interest rates and other economic factors can affect the Bank's net interest income by affecting the spread between interest-earning assets and interest-bearing liabilities.

        Changes in the general level of interest rates also affect, among other things, the Bank's ability to originate loans, the value of interest-earning assets and its ability to realize gains from the sale of such assets, the average life of interest-earning assets and its ability to obtain deposits in competition with other available investment alternatives. Interest rates are highly sensitive to many factors, including government monetary policies, domestic and international economic and political conditions and other factors beyond the Bank's control. Because fluctuations in interest rates are not predictable or controllable, we cannot assure you that the Bank will continue to achieve positive net interest income.

The determination of the offering price was arbitrary, and you may be unable to resell your shares at or above the offering price.

        Because we have no operating history, we could not set our offering price of $10.00 per share with reference to historical measures of our financial performance. Therefore, we set the offering price arbitrarily, and the exercise price of the organizer/director warrants and employee stock options was determined based on the offering price. The exercise price of the initial shareholder warrants was determined arbitrarily by our organizers. We did not retain an independent investment banking firm to assist in determining the offering price or the exercise price of the options or warrants, and these prices bear no relationship to our assets, book value, net worth or any other recognized criteria of value. We cannot assure you that you will be able to resell any shares that you may buy in this offering at a price higher than the offering price. See "Determination of Offering Price," beginning on page 8.

Our ability to pay dividends is limited.

        We expect initially to have no material source of income other than dividends that we receive from Pacific Coast National Bank. Therefore, our ability to pay dividends to our shareholders will depend on the Bank's ability to pay dividends to us. The board of directors of the Bank intends to retain earnings to promote growth and build capital and recover any losses incurred in prior periods. Accordingly, we do not expect to receive dividends from the Bank in the foreseeable future. In addition, banks and bank holding companies are both subject to certain regulatory restrictions on the payment of cash dividends. See "Description of Common Stock—Dividends" on page 8.

We are subject to extensive regulatory oversight, which could restrain our growth and profitability.

        Banking organizations such as Pacific Coast National Bancorp and Pacific Coast National Bank are subject to extensive federal and state regulation and supervision. Laws and regulations affecting financial institutions are undergoing continuous change, and we cannot predict the ultimate effect of

11

these changes. We cannot assure you that any change in the regulatory structure or the applicable statutes and regulations will not materially and adversely affect the business, condition or operations of Pacific Coast National Bancorp or Pacific Coast National Bank or benefit competing entities that are not subject to the same regulations and supervision. For a discussion of some of the laws and regulations applicable to Pacific Coast National Bancorp and Pacific Coast National Bank, see the section titled "Supervision and Regulation," beginning on page 44.

We may not be able to raise additional capital on terms favorable to us.

        In the future, should we need additional capital to support our business, expand our operations or maintain our minimum capital requirements, we may not be able to raise additional funds through the issuance of additional shares of common stock or other securities. Even if we are able to obtain capital through the issuance of additional shares of common stock or other securities, the sale of these additional shares could significantly dilute your ownership interest and may be made at prices lower than the price we are selling shares in this offering.

The book value of our common stock will be immediately reduced when Pacific Coast National Bank opens.

        At June 30, 2004, we had an accumulated deficit of approximately $678,649, principally resulting from the organizational expenses that we have incurred. We expect to incur a total of $2.1 million of organizational and other pre-opening expenses. When Pacific Coast National Bank opens, these expenses will result in an immediate reduction in our shareholders' equity, which, depending on the amount of capital raised, we expect will result in a reduction in book value of between $1.04 and $1.17 per share. See "Capitalization" on page 8.

The liquidity of our common stock will be affected by its limited trading market.

        Our shares will not qualify, upon issuance, for listing on any national securities exchange, and we cannot assure you that our shares will ever be listed on a national securities exchange. However, we expect that our shares will be traded on the OTC Bulletin Board or "pink sheets" and that at least one company will make a market in our common stock. Because our shares will not be listed on a national securities exchange, we cannot assure you that a broadly followed, established trading market for our common stock will ever develop or be maintained. Furthermore, we cannot assure you that at least one company will continue to make a market in our shares for as long as we are quoted on the OTC Bulletin Board. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders. In addition, active trading markets tend to reduce the bid-ask spreads for sales transactions. On the other hand, the absence of an active trading market would reduce the liquidity, and have an adverse effect on the market value of our shares. In addition, if we would cease to be quoted on the OTC Bulletin Board, shareholders would find it more difficult to dispose of, or to obtain accurate quotations as to the market value of, our common stock, and the market value of our common stock likely would decline.

Our directors and executive officers could have the ability to influence shareholder actions in a manner that may be adverse to your personal investment objectives.

        Immediately following the offering, we expect that our directors, executive officers and organizers will own 294,950 shares of our common stock, which represents 17.35% of the minimum and 15.52% of the maximum number of shares to be sold in this offering. Additionally, we will be issuing warrants to our directors and organizers and stock options to our executive officers. If our directors and organizers exercised all of their organizer and shareholder warrants, our directors, executive officers and organizers would own shares upon exercise representing as much as 29.50% of our then existing outstanding common stock. Moreover, although the employee stock options are not immediately

12

exercisable by their terms, upon exercise of the employee stock options granted to our executive officers, our directors, executive officers and organizers would own shares upon exercise representing as much as 37.26% of our then existing outstanding common stock.

        Due to their significant ownership interests, our directors and executive officers will be able to exercise significant control over the management and affairs of Pacific Coast National Bancorp and Pacific Coast National Bank. For example, our directors and executive officers may be able to influence the outcome of director elections or block significant transactions, such as a merger or acquisition, or any other matter that might otherwise be approved by the shareholders. See "Selected provisions of our articles of incorporation and bylaws," beginning on page 8.

CAUTION REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus includes various forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934 about Pacific Coast National Bancorp and Pacific Coast National Bank that are subject to risks and uncertainties. Forward-looking statements include information concerning our future financial performance, business strategy, projected plans and objectives. Statements preceded by, followed by or that otherwise include the words "anticipates," "believes," "estimates," "expects," "intends," "plans," "may increase," "may fluctuate" and similar expressions of future or conditional verbs such as "will," "should," "would," and "could" are generally forward-looking in nature and not historical facts.    Because forward-looking statements involve risks and uncertainties that are beyond our control, actual results may differ materially from those expected in the forward-looking statements. The most significant of these risks, uncertainties and other factors are discussed in the section entitled "Risk Factors," beginning on page 8. We urge you to carefully consider these factors prior to making an investment in our common stock. However, it is not possible to foresee or identify all such factors. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this prospectus. Except for any ongoing obligations to disclose material information under federal or state securities laws, we do not undertake any obligation to update any forward-looking statement, or to disclose any facts, events or circumstances after the date of this prospectus that may affect the accuracy of any forward-looking statement.

THE OFFERING

General

        We are offering for sale a minimum of 1,700,000 shares and a maximum of 1,900,000 shares of our common stock at a price of $10.00 per share, for an aggregate minimum price of $17,000,000 and an aggregate maximum price of $19,000,000. To participate in the offering, you must subscribe to purchase at least 250 shares. You may subscribe for and purchase a maximum of 25,000 shares in the offering. If you subscribe for more than 25,000 shares, we intend to reject the portion of the subscription that exceeds 25,000 shares. In our sole discretion, we may waive, in writing, the minimum or maximum subscription amounts.

        In addition to any shares that you purchase in the offering, after Pacific Coast National Bank opens for business, you will receive one warrant for every five shares of stock that you purchase. These warrants will be exercisable at a price of $12.50 per share at any time within three years of the date that Pacific Coast National Bank opens for business. See "Description of Common Stock—Warrants, " beginning on page 8.

        Finally, our organizers are advancing to us the funds necessary to cover the expenses incurred in connection with the organization of Pacific Coast National Bancorp and Pacific Coast National Bank, or are providing limited guarantees with respect to amounts loaned to us for these purposes, we will also issue warrants to our organizers. In addition, our organizers and directors are expending

13

substantial time and effort in connection with our organizational activities.    In exchange for undertaking these obligations, in addition to any shareholder warrants to which they may be entitled, the organizers and directors will receive, in the aggregate, warrants to purchase 234,000 shares of our common stock. These warrants will be exercisable at a price of $10.00 per share, the initial offering price, and may be exercised within 10 years of the date that Pacific Coast National Bank opens for business. See "Description of Common Stock—Warrants," beginning on page 8.

Organizers' subscriptions

        Our organizers intend to purchase an aggregate of approximately 294,950 shares of common stock in the offering at a price of $10.00 per share. This represents approximately 17.35% of the minimum and 15.52% of the maximum number of shares to be sold. However, the organizers may acquire additional shares of common stock, particularly if additional subscriptions are necessary to achieve the minimum subscription level required to organize Pacific Coast National Bank.

Offering period

        The offering period for the shares will end when all of the shares of the common stock are sold or at 5:00 p.m., San Clemente, California time on March 31, 2005, whichever occurs first. At our discretion, we may extend the offering to a subsequent date that we determine at the time of the extension, but in no event beyond September 30, 2005. We also reserve the right to end the offering at any time prior to March 31, 2005 after we have received subscriptions for at least 1,700,000 shares, if we determine that the total amount of subscriptions will provide adequate capitalization for Pacific Coast National Bancorp and the Bank after payment of organizational and other pre-opening expenses. We will promptly notify subscribers of any extensions. The date on which this offering ends, plus any extensions of the offering, is referred to in this prospectus as the "expiration date." We may, in our sole discretion, conduct multiple closings of the offering once the minimum offering amount is raised and we have received all required regulatory approvals to organize the Bank.

Acceptance of subscriptions

        We reserve the right to accept or reject any subscription, in whole or in part, on or before the expiration date at our sole discretion. If the offering is over-subscribed, we plan to give preference to subscribers who are residents of our banking market. We also reserve the right to accept subscriptions on a first-come, first-served basis or on a prorated basis if we receive subscriptions for more than 1,700,000 shares. We will notify all subscribers within 10 business days after the expiration date whether their subscriptions have been accepted. If we do not accept all or a portion of a subscription, we will also return the unaccepted portion of the subscription funds.

Escrow

        We will promptly deposit all offering proceeds in an escrow account with our escrow agent, TIB—The Independent BankersBank. The escrow agent will invest the subscription proceeds directly in, or in a mutual fund consisting solely of, United States government securities and/or in deposit accounts or certificates of deposit that are fully insured by the FDIC or another agency of the United States government. The escrow agent will not investigate the desirability or advisability of an investment in our common stock and has not approved, endorsed or passed upon the merits of our common stock. Any interest earned on the subscription funds held in escrow will be retained by Pacific Coast National Bancorp to defray organizational expenses, except as provided in the following section.

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Release from escrow

        Subscription proceeds will be released from escrow to us upon the occurrence of both of the following events:

•

We have accepted subscriptions and received subscription proceeds for an aggregate of at least 1,700,000 shares of common stock; and



•

We have provided the escrow agent with a certification to the effect that we have received all required regulatory approvals to open Pacific Coast National Bank.

        If we have not accepted subscriptions and received subscription proceeds for an aggregate of at least 1,700,000 shares of common stock by the expiration date, or if we fail to receive all required approvals to open Pacific Coast National Bank, then the subscription agreements will be of no further force or effect and the full amount of all subscription funds will be returned to the subscribers within five business days after the expiration date, with any interest earned thereon without deduction for expenses.

Plan of distribution

        We plan to market our shares by delivering a copy of the prospectus to potential investors. In addition, we intend to conduct informational meetings for prospective investors. The offering is not underwritten. We will offer and sell the common stock on a best-efforts basis through our organizers and directors, subject to compliance with applicable federal and state securities laws. In addition, we may offer and sell our common stock through licensed broker-dealers in certain states where none of our organizers and directors is currently licensed under the applicable state securities laws to offer and sell our common stock and where exemptions from the licensing requirements are unavailable. No organizer, director, broker-dealer or any other person or entity will receive any commission or other compensation in connection with these activities. We will, however, reimburse reasonable out-of-pocket expenses incurred by these persons in the offering.

How to subscribe

        Each prospective investor who (together with the investor's affiliates) desires to purchase 250 or more shares should do the following:

•

Complete, date and sign the subscription agreement that accompanies this prospectus and deliver the completed subscription agreement as follows:

BY HAND DELIVERY OR FIRST CLASS MAIL:
Michael Hahn
Pacific Coast National Bancorp
1291 Puerta del Sol, Suite 200
San Clemente, California 92673-6310

•

Make a check payable to "TIB—The Independent BankersBank—Escrow Account for Pacific Coast National Bancorp" in an amount equal to the subscription price of $10.00 times the number of shares for which you have initially subscribed and deliver the completed subscription agreement as follows:

BY HAND DELIVERY:
TIB—The Independent BankersBank
Escrow Account for Pacific Coast National Bancorp
350 Phelps Drive, Suite 200
Irving, Texas 75038

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FIRST CLASS MAIL:
TIB—The Independent BankersBank
Escrow Account for Pacific Coast National Bancorp
P.O. Box 560528
Dallas, Texas 75356-0528

        WHEN WE RECEIVE YOUR SUBSCRIPTION AGREEMENT, IT WILL BECOME BINDING AND IRREVOCABLE.

        If we are unable to sell at least 1,700,000 shares of common stock or fail to receive the required regulatory approvals on or before the expiration date, our escrow agent will promptly return all subscription funds to investors, with any interest earned thereon and without deduction for expenses. If you have any questions about the offering or how to subscribe, please call Michael Hahn at Pacific Coast National Bancorp at (949) 361-4300. His email address is mhahn@wpb.occoxmail.com. You should retain a copy of the completed subscription agreement for your records.

DETERMINATION OF OFFERING PRICE

        The offering price of our common stock was determined arbitrarily by our organizers and does not bear any relationship to our assets, book value, net worth or other recognized criteria of value, but rather the organizers considered the amount of funds necessary to initially capitalize Pacific Coast National Bank based upon its proposed business plan, regulatory capital requirements and the amount of capital estimated as necessary to provide operating capital for Pacific Coast National Bancorp and Pacific Coast National Bank and to sustain any losses incurred by the Bank during its initial years of operation. We did not retain an independent investment banking firm to assist us in establishing the offering price. The offering price does not necessarily reflect the fair market value of our common stock, and we cannot assure you that any shares that you purchase may be resold at or above the offering price.

        The exercise price of the warrants to be issued to our organizers in recognition of the financial risks undertaken by them in advancing the organizational and other pre-opening expenses to Pacific Coast National Bancorp was determined based on the price of the common stock offered by this prospectus. The exercise price of the warrants to be issued to our initial shareholders was determined arbitrarily by our organizers.

USE OF PROCEEDS

        We anticipate that the gross proceeds of our offering will be a minimum of $17,000,000 and a maximum of $19,000,000. The following tables summarize the anticipated use of the proceeds by Pacific Coast National Bancorp and Pacific Coast National Bank, respectively, based on the sale of the minimum and maximum number of shares being offered by this prospectus, as well as the midpoint of the offering. These figures are estimates based on information currently available. Accordingly, actual results may vary.

Pacific Coast National Bancorp

	Minimum offering				Midpoint offering				Maximum offering
Gross proceeds from offering	$	17,000,000	100.0	%	$	18,000,000	100.0	%	$	19,000,000	100.0	%
Net organizational and pre-opening expenses	$	1,983,000	11.7	%	$	1,983,000	11.0	%	$	1,983,000	10.4	%
Investment in Bank stock	$	14,517,000	85.4	%	$	15,517,000	86.2	%	$	16,517,000	86.9	%
Remaining proceeds	$	500,000	2.9	%	$	500,000	2.8	%	$	500,000	2.6	%

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        We will fund the organizational and other pre-opening expenses described in the table above from cash advances made by our organizers and from draws under a pre-opening line of credit extended to us by TIB—The Independent BankersBank. These amounts will be repaid from the proceeds of the offering unless we are unable to sell at least 1,700,000 shares of common stock or fail to receive all regulatory approvals required to organize the Bank, in which case our organizers will bear the risk of loss with respect to the direct cash advances and may be pursued by TIB—The Independent BankersBank with respect to any funds advanced under the pre-opening line of credit.

        As shown, we expect to retain $500,000 at Pacific Coast National Bancorp following the offering for general corporate purposes and to use approximately $14.5 million to capitalize Pacific Coast National Bank if we sell 1,700,000 shares, approximately $15.5 million if we sell 1,800,000 shares and approximately $16.5 million if we sell 1,900,000 shares. However, we reserve the right to retain a greater or lesser portion of the proceeds of the offering at Pacific Coast National Bancorp for general corporate purposes as long as we contribute no less than $14.3 million to the Bank to fund its initial capitalization.

Pacific Coast National Bank

        The following table shows the anticipated use of the proceeds allocated to the Bank. These proceeds will be in the form of a capital injection from Pacific Coast National Bancorp.

	Minimum offering				Midpoint offering				Maximum offering
Capital injection	$	14,517,000	100.0	%	$	15,517,000	100.0	%	$	16,517,000	100.0	%
Furniture, fixtures and equipment	$	377,442	2.6	%	$	377,442	2.4	%	$	377,442	2.3	%
Loans to customers, investments and other general purposes	$	14,039,558	97.4	%	$	15,039,558	97.6	%	$	16,039,558	97.7	%
Remaining proceeds	$	0	0.0	%	$	0	0.0	%	$	0	0.0	%

Organizational expenses

        Since our incorporation on July 2, 2003, we have incurred and will continue to incur, until Pacific Coast National Bank opens for business, substantial organizational and other pre-opening expenses. The following table sets forth the organizational and other pre-opening expenses that we expect to incur through the anticipated opening date of Pacific Coast National Bank, which is expected to be during the first quarter of 2005:

Expenses	Amounts
Regulatory application fees	$	25,000
Legal and professional fees	$	90,000
Consulting fees (proposed management)	$	534,143
Consulting fees (external consultants)	$	636,243
Rent, utilities, insurance and other office expenses	$	453,571
Gross estimated organizational expenses	$	1,738,957
Estimated interest earned on escrowed funds	$	(100,000	)
Net estimated organizational expenses	$	1,638,957
Offering expenses	$	344,043
Net organizational and pre-opening expenses	$	1,983,000

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CAPITALIZATION

        The following table shows our capitalization as of June 30, 2004 and our pro forma consolidated capitalization, as adjusted to give effect to the receipt of the net proceeds from the sale of a minimum of 1,700,000 shares and a maximum of 1,900,000 shares of common stock in the offering, as well as the midpoint offering. The number of shares shown as outstanding after giving effect to the offering, and the book value of those shares, do not include shares of common stock issuable upon the exercise of the warrants to be issued to our organizers and initial shareholders, respectively, or stock options issuable under our stock incentive plan. For additional information regarding the number and terms of these warrants and options, see "Description of Common Stock—Warrants," beginning on page 8 and "Management—Stock incentive plan," beginning on page 8.

					As of June 30, 2004
Shareholders' equity		Actual			Minimum As Adjusted			Midpoint As Adjusted			Maximum As Adjusted
Common stock, $0.01 par value, 10,000,000 shares authorized; 0, 1,700,000, 1,800,000 and 1,900,000 shares, respectively, issued and outstanding as adjusted			N/A		$	17,000		$	18,000		$	19,000
Additional paid-in capital(1)			N/A		$	16,638,957		$	17,637,957		$	18,636,957
Accumulated pre-opening deficit(2)(3)		$	(678,649	)	$	(1,638,957	)	$	(1,638,957	)	$	(1,638,957	)
	Total shareholders' equity	$	(678,649	)	$	15,017,000		$	16,017,000		$	17,017,000
Book value per share(4)			N/A		$	8.83		$	8.90		$	8.96

Notes to Capitalization Table

(1)

The "As Adjusted" columns reflect the effect of $344,043 in expenses incurred in connection with the offering.

(2)

The accumulated pre-opening deficit in the "Actual" column reflects organizational expenses incurred through June 30, 2004, consisting primarily of legal and consulting fees.

(3)

The accumulated pre-opening deficit in the "As Adjusted" columns reflects the estimated net organizational expenses of approximately $1.6 million. These expenses are more fully described in the section titled "Use of Proceeds—Organizational expenses," beginning on page 8. Actual expenses may be higher and may therefore increase the deficit accumulated during the pre-opening stage and further reduce shareholders' equity.

(4)

After giving effect to the receipt of the net proceeds from this offering, there is an immediate dilution in the book value per share of $1.17 if we sell 1,700,000 shares, $1.10 if we sell 1,800,000 shares and $1.04 if we sell 1,900,000 shares, resulting from the recognition of organizational expenses and other pre-opening expenses, divided by the applicable number of shares.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND PLAN OF OPERATIONS

        Our financial statements and related notes, which are included in this prospectus, provide additional information relating to the following discussion of our financial condition. We were incorporated to serve as a holding company for Pacific Coast National Bank. From the date of inception, our main activities have been:

•

seeking, interviewing and selecting our organizers, directors and officers;



•

preparing our business plan;

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•

applying for a national bank charter;



•

applying for FDIC deposit insurance;



•

preparing an application to become a bank holding company; and



•

raising equity capital through this offering.

        From our incorporation on July 2, 2003 through the close of the offering, we have funded, and will continue to fund, our operations from advances made to us by our organizers and from draws under a line of credit extended to us by TIB The Independent BankersBank. These advances will be repaid from the proceeds of the offering unless we are unable to sell at least 1,700,000 shares of our common stock, in which case our organizers will bear the risk of loss with respect to the direct cash advances and may be pursued by TIB The Independent BankersBank with respect to any funds advanced under the pre-opening line of credit.

        We have engaged Bankmark & Financial Marketing Services to assist us during the organizational process, including providing us with guidance with respect to our capitalization strategy, public relations, event planning, director/senior management training, proposed shareholder database management and marketing consulting. Bankmark is also providing computer network systems for use during the organizational process as well as part-time support staff. Our agreement with Bankmark will expire 150 calendar days from the date of the final prospectus unless we agree to extend the agreement. In consideration for the consulting services provided under the Bankmark agreement, we will pay Bankmark a total of $450,000. If we extend the agreement, we will incur additional consulting fees of $35,000 per 30-day extension. Under the agreement, we are also responsible for certain expenses incurred in connection with the Bankmark agreement, such as payment for the use of computer network systems and part-time support staff, printing costs, event costs and graphic program development. These expenses are expected to run, in the aggregate, approximately $338,772.

Plan of operations

        We intend to open for business from two locations. Our main office will be located at 905 Calle Amanecer, Suite 100, San Clemente, California 92673. We will occupy 7,285 square feet of the main lobby-accessed ground floor of a 45,000 square foot, freestanding, three-story office building. In addition, we will have a right of first refusal on the remaining 2,845 square feet on the ground floor. We will have outside signage that is clearly visible from the east and north sides of the building. We will also operate from a branch office to be located at the intersection of North El Camino Real and Garden View in Encinitas, California, which is approximately 37 miles south of the main office. The branch office will occupy 4,284 square feet in a commercial building in a developed commercial center. We have entered into lease agreements with respect to each of our proposed banking locations. Our aggregate commitments under the leases are set forth in the notes to the audited financial statements included in this prospectus. At this time, we do not intend to own any of the properties from which we will conduct banking operations. We expect to use approximately $650,000 of the proceeds of the offering to purchase furniture, fixtures and equipment and make leasehold improvements at the two locations. Management believes that these facilities will be adequate to meet our initial needs. We expect to hire up to 18 full-time equivalent employees to staff our banking offices and do not expect that Pacific Coast National Bancorp will have any employees who are not also employees of Pacific Coast National Bank.

        Pacific Coast National Bank will use the remainder of its capital for customer loans, investments and other general banking purposes. We believe that the minimum initial offering proceeds will enable Pacific Coast National Bank to maintain a leverage capital ratio, which is a measure of core capital to average total assets, in excess of 8% for the first three years of operations as required by the FDIC. See "Supervision and Regulation—Pacific Coast National Bank" beginning on page 8. Accordingly, we do

19

not anticipate raising additional capital during the 12-month period following the offering. However, we cannot assure you that we will not need to raise additional capital within the next three years or over the next 12-month period.

        We have not fully developed the products and services that Pacific Coast National Bank will initially offer its customers and do anticipate engaging in additional product research and development during the 12-month period following the offering. For more information regarding the Bank's products and services, please see "Proposed Business—Business strategy" on page 8. For more information regarding our use of offering proceeds, please see "Use of Proceeds" beginning on page 8.

Financial results

        From incorporation, July 2, 2003, through June 30, 2004, our net loss amounted to $678,649. The net loss for the period from incorporation through the anticipated opening date of Pacific Coast National Bank, which is expected to occur during the first quarter of 2005, is expected to be approximately $1.6 million, which is attributable to the net organizational expenses described in the section titled "Use of Proceeds—Organizational expenses," beginning on page 8. In addition, we expect to incur registration or offering expenses in the amount of approximately $345,300. These expenses consist of filing fees with the Securities and Exchange Commission, blue sky fees, legal and accounting expenses associated with the offering, marketing expenses related to the offering and other expenses directly attributable to the stock offering. Consistent with generally accepted accounting principles, these expenses will be charged against paid-in capital if we raise at least the minimum subscription amount and open Pacific Coast National Bank, or will be expensed in the event that we do not.

Interest rate sensitivity and liquidity

        Since we have been in the organizational stage, there are no results of operations to present at this time. When Pacific Coast National Bank begins operations, net interest income, the Bank's expected primary source of earnings, will fluctuate with significant interest rate movements. Our profitability will depend substantially on the Bank's net interest income, which is the difference between the interest income earned on its loans and other assets and the interest expense paid on its deposits and other liabilities. A large change in interest rates may significantly decrease our net interest income and eliminate our profitability. Most of the factors that cause changes in market interest rates, including economic conditions, are beyond our control. While we intend to take measures to minimize the effect that changes in interest rates will have on our net interest income and profitability, these measures may not be effective. To lessen the impact of these fluctuations, we intend to structure the balance sheet so that repricing opportunities exist for both assets and liabilities in roughly equal amounts at approximately the same time intervals. Imbalances in these repricing opportunities at any point in time constitute interest rate sensitivity.

        Interest rate sensitivity refers to the responsiveness of interest-bearing assets and liabilities to change in market interest rates. The rate sensitive position, or "gap," is the difference in the volume of rate sensitive assets and liabilities at a given time interval. The general objective of gap management is to actively manage rate sensitive assets and liabilities in order to reduce the impact of interest rate fluctuations on the net interest margin. We will generally attempt to maintain a balance between rate sensitive assets and liabilities as the exposure period is lengthened to minimize the Bank's overall interest rate risk. We will regularly evaluate the balance sheet's asset mix in terms of several variables: yield, credit quality, appropriate funding sources and liquidity.

        To effectively manage the balance sheet's liability mix, we plan to focus on expanding our deposit base and converting assets to cash as necessary. As the Bank continues to grow, we will continuously structure its rate sensitivity position in an effort to hedge against rapidly rising or falling interest rates.

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The Bank's investment/asset and liability committee will meet regularly to develop a strategy for the upcoming period.

        Liquidity represents the ability to provide steady sources of funds for loan commitments and investment activities, as well as to maintain sufficient funds to cover deposit withdrawals and payment of debt and operating obligations. The Bank can obtain these funds by converting assets to cash or by attracting new deposits. Its ability to maintain and increase deposits will serve as its primary source of liquidity.

        Other than this offering, we know of no trends, demands, commitments, events or uncertainties that should result in or are reasonably likely to result in our liquidity increasing or decreasing in any material way in the foreseeable future.

PROPOSED BUSINESS

Background

        Pacific Coast National Bancorp.    We incorporated Pacific Coast National Bancorp as a California corporation on July 2, 2003 to serve as a bank holding company for Pacific Coast National Bank. We expect to use at least $14.5 million to capitalize the Bank if we sell 1,700,000 shares and at least $16.5 million to capitalize the Bank if we sell 1,900,000 shares. Initially, we will have no material business operations other than owning and managing the Bank.

        As part of our organizational activities, we intend to file an application with the Federal Reserve to become a bank holding company. We have chosen a holding company structure because we believe it will provide flexibility that would not otherwise be available. With a holding company structure, we may assist the Bank in maintaining its required capital ratios by borrowing money and contributing the proceeds of that debt to the Bank as primary capital. Additionally, under provisions of the Gramm-Leach-Bliley Act, if we elect to be a financial holding company, we may engage in activities that are financial in nature or incidental or complementary to a financial activity, including merchant banking activities, in which the Bank would be prohibited from engaging. Although we do not presently intend to engage in these financial activities, we would be able to do so with a proper notice to or filing with the Federal Reserve if we believe that there is a need for these services in our market area, that we can be successful in these activities and that these activities would be profitable. See "Supervision and Regulation—Pacific Coast National Bank," beginning on page 8.

        Pacific Coast National Bank.    On June 2, 2004, we filed an application with the Comptroller to organize Pacific Coast National Bank as a national bank and with the FDIC for federal deposit insurance. Both of these applications are pending. In order to receive final approval of our applications and a license to begin business, we will be required to satisfy the conditions to the approval, which will likely include: (1) capitalizing the Bank with at least $14.3 million, and (2) implementing appropriate banking policies and procedures. We expect to receive all necessary final regulatory approvals and begin our banking operations during the first quarter of 2005.

Market opportunities

        Primary service areas.    Pacific Coast National Bank's primary service areas will be the San Clemente and Encinitas banking markets. We intend to serve these markets from two locations. The main office will be located at 905 Calle Amanecer, Suite 100, San Clemente, California, and we will also have a full-service branch office at 499 North El Camino Real, Suite C-100, Encinitas, California. The Encinitas banking office will have a greater focus on consumer banking products and services. The organizers believe that the Bank will draw most of its customer deposits and conduct most of its lending transactions from and within its primary service areas. Our primary service areas represent a diverse market with a growing population and economy. According to data obtained from the United

21

States Census and ESRI Business Information Systems, between 2000 and 2003, the population of the San Clemente area grew 5.6%, and the population of the Encinitas area grew more than 6.4%. This population growth has attracted many businesses to the area and led to growth in the local service economy, and, while they cannot be certain, we expect this trend to continue. We believe that the community will enthusiastically welcome and support a new locally-owned and operated commercial bank.

        Local economy.    We believe that our proposed banking market represents a unique market with a diversified and growing customer base. We also believe that the primary service areas present an environment that will support Pacific Coast National Bank's formation and growth. As a community bank, the Bank will be designed to serve the needs of the residents and small- to medium-sized businesses within this growing economy.

        According to data compiled by the United States Census and ESRI Business Information Systems, personal and family income figures in our proposed primary service areas have grown steadily over the same period. In 2003, median household income in the San Clemente market area was $71,875, as compared with $62,738 for 2000, which represents an increase of more than 14%. Likewise, median household income in 2003 in the Encinitas market area was $58,503, as compared with $52,252 for 2000, which represents an increase of almost 12%. Continued population growth has attracted many businesses to the area and has led to growth in the local service economy, and, while we cannot be certain, we expect these trends to continue.

        Competition.    The market for financial services is rapidly changing and intensely competitive and is likely to become more competitive as the number and types of market entrants increase. The Bank will compete in both lending and attracting funds with other commercial banks, savings and loan associations, credit unions, consumer finance companies, pension trusts, mutual funds, insurance companies, mortgage bankers and brokers, brokerage and investment banking firms, asset-based non-bank lenders, government agencies and certain other non-financial institutions, including retail stores, that may offer more favorable financing alternatives than the Bank.

        According to information disclosed on the FDIC's website (www.fdic.gov), as of June 30, 2003, financial institutions in Orange County, where the main office will be located, held approximately $50.2 billion in total deposits, and financial institutions in San Diego County, where the Encinitas office will be located, held approximately $37.9 billion in total deposits. Most of the deposits held in financial institutions in our primary banking market are attributable to branch offices of out-of-state banks. We believe that banks headquartered outside of our primary service areas often lack the consistency of local leadership necessary to provide efficient service to individuals and small- to medium-sized business customers. Through our local ownership and management, we believe we will be uniquely situated to efficiently provide these customers with loan, deposit and other financial products tailored to fit their specific needs. We believe that the Bank can compete effectively with larger and more established banks through an active business development plan and by offering local access, competitive products and services and more responsive customer service.

        Deposit growth.    Deposits at financial institutions in the market have also grown over the past five years. According to FDIC statistics, between June of 1998 and June of 2003 deposits grew at a compound annual rate of approximately 7.3% in Orange County and approximately 8.5% in San Diego County. While we cannot be certain, we expect this trend to continue as the population and income figures in the service areas grow.

Business strategy

        Management philosophy.    Pacific Coast National Bank will be a full-service commercial bank dedicated to providing superior customer service to the individuals and businesses in our community.

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The Bank will offer a sophisticated array of financial products while emphasizing prompt, personalized customer service. We believe that this philosophy, encompassing the service aspects of community banking, will distinguish the Bank from its competitors. The Bank will endeavor to hire the most qualified and experienced people in the market who share its commitment to customer service. We believe that this is an opportunity for a locally-owned and locally-managed community bank to acquire a significant market share by offering an alternative to the less personal service offered by many larger banks. Accordingly, we will implement the following operating and growth strategies.

        Operating strategy.    In order to achieve the level of prompt, responsive service that we believe will be necessary to attract customers and to develop Pacific Coast National Bank's image as a local bank with a community focus, we will employ the following operating strategies:

•

Experienced senior management.    The Bank's senior management possesses extensive experience in the banking industry, as well as substantial business and banking contacts in our primary service areas. For example, our proposed Chief Executive Officer, Colin Forkner, has 40 years of banking experience. Michael Hahn, our proposed President and Chief Operating Officer, has more than 20 years of banking experience. Combined, the four senior-most members of the Bank's proposed management team have more than 120 years of banking experience.



•

Quality employees.    We will strive to hire highly trained and seasoned staff. We plan to train our staff to answer questions about all of our products and services so that the first employee the customer encounters can resolve any questions the customer may have.



•

Community-oriented board of directors.    All of the Bank's proposed directors are either experienced bankers or local business and community leaders. Many of our directors are residents of our primary service areas, and most have significant business ties to our primary service areas, enabling them to be sensitive and responsive to the needs of the community. Additionally, the board of directors represents a wide variety of business experience and community involvement. We expect that the directors will bring substantial business and banking contacts to the Bank.



•

Highly visible site.    The Bank's main office is highly visible and located in close proximity to major traffic arteries. The main office location will be located at 905 Calle Amanecer, Suite 100, San Clemente, California in an area that will provide easy access to potential banking customers traveling in the San Clemente area. The Bank will also operate another full-service banking office at 499 North El Camino Real, Suite C-100, Encinitas, California, located at the intersection of North El Camino Real and Garden View, to serve the expanding Encinitas area. We believe that these sites will give the Bank a highly visible presence in a market that is dominated by branch offices of banks headquartered out of the area. We believe this will enhance the Bank's image as a strong competitor.



•

Distinct name.    We expect to file for service marks for the Bank's name, "Pacific Coast National Bank". We believe that a distinctive name will enable the Bank to stand out from the pack and also will be memorable to its customer base.



•

Individual customer focus.    The Bank will focus on providing individual service and attention to its target customers, which include individuals and small- to medium-sized businesses. As the employees, officers and directors become familiar with the Bank's customers on an individual basis, we will be able to respond to credit requests more quickly and be more flexible in approving complex loans based on collateral quality and personal knowledge of the customer.



•

Officer and director call program.    We intend to implement an active officer and director call program to promote the Bank's philosophy. The purpose of this call program will be to visit prospective customers and to describe the Bank's products, services and philosophy.

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•

Marketing and advertising.    We have engaged a professional marketing company to assist us in planning a targeted marketing program through local newspaper advertising, radio and direct-mail campaigns. They will assist us to develop the Bank's image as a locally-owned and operated bank with an emphasis on quality service and personal relationships.

        Growth strategies.    Because we believe that the growth and expansion of Pacific Coast National Bank's operations will be significant factors in our success, we plan to implement the following growth strategies:

•

Capitalize on our community orientation.    We plan to capitalize on the Bank's position as an independent, locally-owned community bank to attract individuals and small- to medium-sized business customers that may be underserved by larger banking institutions in our market area.



•

Emphasize local decision-making.    We will emphasize local decision-making by experienced bankers. This will help the Bank attract local businesses and service-minded customers.



•

Attract experienced lending officers.    We will seek to hire experienced, well-trained lending officers capable of soliciting loan business immediately. By hiring experienced lending officers, the Bank will be able to grow much more rapidly than it would if it hired inexperienced lending officers.



•

Offer fee-generating products and services.    The Bank's range of services, pricing strategies, interest rates paid and charged and hours of operation will be structured to attract the Bank's target customers and increase its market share. The Bank will strive to offer the small business person, professional, entrepreneur and consumer the best loan services available while charging competitively for these services and utilizing technology and strategic outsourcing to increase fee revenues.

Lending services

        Lending policy.    We will offer a full range of lending products, including commercial loans to small- to medium-sized businesses, professionals, and consumer loans to individuals. We understand that we will be competing for these loans with competitors who are well established in our primary market area and have greater resources and lending limits. As a result, we may initially have to offer more flexible pricing and terms to attract borrowers. We feel a quick response to credit requests will provide us a competitive advantage.

        Pacific Coast National Bank's loan approval policies will provide for various levels of officer lending authority. When the amount of total loans to a single borrower exceeds that individual officer's lending authority, an officer with a higher lending limit or the Bank's loan committee will determine whether to approve the loan request. The Bank will not make any loans to any of its directors or executive officers unless its board of directors, excluding the interested party, first approves the loan, and the terms of the loan are no more favorable than would be available to any comparable borrower.

        Lending limits.    The Bank's lending activities will be subject to a variety of lending limits. Differing limits apply based on the type of loan or the nature of the borrower, including the borrower's relationship to the Bank. In general, however, the Bank will be able to loan any one borrower a maximum amount equal to either:

•

15% of the Bank's capital and surplus and allowance for loan losses; or



•

25% of its capital and surplus and allowance for loan losses if the amount that exceeds 15% is secured by readily marketable collateral, as determined by reliable and continuously available price quotations.

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        These legal limits will increase or decrease as the Bank's capital increases or decreases as a result of its earnings or losses, among other reasons.

        Credit risks.    The principal economic risk associated with each category of loans that Pacific Coast National Bank expects to make is the creditworthiness of the borrower. Borrower creditworthiness is affected by general economic conditions and the strength of the relevant business market segment. General economic factors affecting a borrower's ability to repay include interest, inflation and employment rates, as well as other factors affecting a borrower's customers, suppliers and employees. The well-established financial institutions in our primary service areas are likely to make proportionately more loans to medium- to large-sized businesses than the Bank will make. Many of the Bank's anticipated commercial loans will likely be made to small- to medium-sized businesses that may be less able to withstand competitive, economic and financial pressures than larger borrowers.

        Real estate loans.    The Bank will make commercial real estate loans, construction and development loans, small business loans and residential real estate loans. These loans include commercial loans where the Bank takes a security interest in real estate out of an "abundance of caution" and not as the principal collateral for the loan.

•

Construction and development loans.    We will consider making owner-occupied construction loans with a pre-approved take-out loan. The Bank will also consider construction and development loans on a pre-sold basis. If the borrower has entered into an agreement to sell the property prior to beginning construction, then the loan is considered to be on a pre-sold basis. If the borrower has not entered into an agreement to sell the property prior to beginning construction, then the loan is considered to be on a speculative basis. Construction and development loans are generally made with a term of six to twelve months and interest is paid quarterly. The ratio of the loan principal to the value of the collateral as established by independent appraisal typically will not exceed industry standards. Speculative loans will be based on the borrower's financial strength and cash flow position. Loan proceeds will be disbursed based on the percentage of completion and only after the project has been inspected by an experienced construction lender or third-party inspector. Risks associated with construction loans include fluctuations in the value of real estate and new job creation trends.



•

Commercial real estate.    Commercial real estate loan terms generally will be limited to five years or less, although payments may be structured on a longer amortization basis. Interest rates may be fixed or adjustable, although rates typically will not be fixed for a period exceeding 12 months. The Bank will generally charge an origination fee for its services. The Bank generally will require personal guarantees from the principal owners of the property supported by a review by the Bank's management of the principal owners' personal financial statements. Risks associated with commercial real estate loans include fluctuations in the value of real estate, new job creation trends, tenant vacancy rates and the quality of the borrower's management. The Bank will limit its risk by analyzing borrowers' cash flow and collateral value on an ongoing basis.



•

Residential real estate.    The Bank's residential real estate loans will consist of residential second mortgage loans, residential construction loans and traditional mortgage lending for one-to-four family residences. We expect that any long-term fixed rate mortgages will be underwritten for resale to the secondary market. The Bank will offer primarily adjustable rate mortgages. The majority of fixed rate loans will be sold in the secondary mortgage market. All loans will be made in accordance with the Bank's appraisal policy with the ratio of the loan principal to the value of collateral as established by independent appraisal not exceeding 80%, unless the borrower has private mortgage insurance. We expect that these loan-to-value ratios will be sufficient to compensate for fluctuations in real estate market value and to minimize losses that could result from a downturn in the residential real estate market.

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        Commercial loans.    We expect that loans for commercial purposes in various lines of businesses will be one of the components of the Bank's loan portfolio. The target commercial loan market will be retail establishments and small- to medium-sized businesses. The terms of these loans will vary by purpose and by type of underlying collateral, if any. The commercial loans will primarily be underwritten on the basis of the borrower's ability to service the loan from income. The Bank will typically make equipment loans for a term of five years or less at fixed or variable rates, with the loan fully amortized over the term. Loans to support working capital will typically have terms not exceeding one year and will usually be secured by accounts receivable, inventory or personal guarantees of the principals of the business. For loans secured by accounts receivable or inventory, principal will typically be repaid as the assets securing the loan are converted into cash, and for loans secured with other types of collateral, principal will typically be due at maturity. The quality of the commercial borrower's management and its ability both to properly evaluate changes in the supply and demand characteristics affecting its markets for products and services and to effectively respond to such changes are significant factors in a commercial borrower's creditworthiness.

        Consumer loans.    The Bank will make a variety of loans to individuals for personal, family and household purposes, including secured and unsecured installment and term loans, second mortgages, home equity loans and home equity lines of credit. The amortization of second mortgages will generally not exceed 15 years and the rates will generally not be fixed for over 12 months. Repayment of consumer loans depends upon the borrower's financial stability and is more likely to be adversely affected by divorce, job loss, illness and personal hardships than repayment of other loans. Because many consumer loans are secured by depreciable assets such as boats, cars and trailers, the loan should be amortized over the useful life of the asset. The loan officer will review the borrower's past credit history, past income level, debt history and, when applicable, cash flow and determine the impact of all these factors on the ability of the borrower to make future payments as agreed. We expect that the principal competitors for consumer loans will be the established banks and finance companies in its market.

        Composition of portfolio.    The following table sets forth management's estimate of the percentage composition of the Bank's loan portfolio during its first three years of business.

		Percentage
Commercial real estate		23	%
Construction—commercial		16	%
Construction—residential		11	%
Commercial		38	%
Consumer		12	%
	Total	100	%

Investments

        In addition to loans, Pacific Coast National Bank will make other investments primarily in obligations of the United States or obligations guaranteed as to principal and interest by the United States and other taxable securities. No investment in any of those instruments will exceed any applicable limitation imposed by law or regulation. The asset-liability management committee will review the investment portfolio on an ongoing basis in order to ensure that the investments conform to the Bank's policy as set by its board of directors.

Asset and liability management

        The asset-liability management committee will oversee Pacific Coast National Bank's assets and liabilities and will strive to provide a stable, optimized net interest margin, adequate liquidity and a

26

profitable after-tax return on assets and return on equity. The committee will conduct these management functions within the framework of written loan and investment policies that the Bank will adopt. The committee will attempt to maintain a balanced position between rate sensitive assets and rate sensitive liabilities. Specifically, it will chart assets and liabilities on a matrix by maturity, effective duration and interest adjustment period and attempt to manage any gaps in maturity ranges.

Deposit services

        Pacific Coast National Bank will seek to establish a broad base of core deposits, including savings accounts, checking accounts, money market accounts, NOW accounts, a variety of certificates of deposit and individual retirement accounts. The Bank intends initially to leverage its initial shareholder base, which is expected to be comprised primarily of residents of its primary service areas, into a source of core deposits. In addition, the Bank will implement an aggressive marketing program in its primary service areas and will feature a broad product line and competitive rates and services. The primary sources of deposits will be residents of, and businesses and their employees located in, the Bank's primary service areas. The Bank plans to obtain these deposits through personal solicitation by its officers and directors, direct mail solicitations and advertisements published in the local media.

Other banking services

        Other anticipated banking services include cashier's checks, travelers' checks, direct deposit of payroll and Social Security checks, night depository, bank-by-mail, Internet banking, automated teller machine cards and debit cards. The Bank plans to become associated with one or more nationwide networks of automated teller machines that our customers will be able to use throughout California and other regions. We also plan to offer credit card and merchant card services through a correspondent as an agent for the Bank. We also may offer expanded financial services, such as insurance, financial planning, investment and trust services; in each case, if offered, the Bank would expect initially to do so through strategic partners. The Bank does not plan initially to exercise trust powers and may do so in the future only with the prior approval of the Comptroller.

Employees

        The success of the Bank will depend, in part, on its ability to attract, retain and motivate highly qualified management and other personnel, for whom competition is intense. When we begin operations, we expect that the Bank will have 18 full-time equivalent employees. We do not expect that Pacific Coast National Bancorp will have any employees who are not also employees of the Bank.

MANAGEMENT

General

        Our bylaws provide that the board of directors shall consist of not less than 1 nor more than 25 persons, the exact number to be determined from time to time by the board. At incorporation, Michael S. Hahn served as the sole director of Pacific Coast National Bancorp. Since that time, the board has been increased to twelve persons and the persons set forth in the table above were appointed as directors of Pacific Coast National Bancorp to fill the vacancies created by the increase in directorships. The current slate of directors will hold office until the first annual meeting of our shareholders and until their respective successors are chosen and qualify. Thereafter, directors will be elected each year at our annual meeting. Our executive officers are elected by our board of directors and hold office at the board's discretion.

        The proposed bylaws of Pacific Coast National Bank provide that the board of directors of the Bank will consist of not less than 5 nor more than 25 persons, the exact number to be determined from time to time by the board. At this time, we expect that the initial board of directors of the Bank will

27

consist of twelve persons. Each of the directors of Pacific Coast National Bancorp is also a proposed director of the Bank. Upon the approval of the Comptroller, each of the proposed directors of the Bank will serve until the first annual meeting of the shareholders of the Bank. Thereafter, the directors of the Bank will be elected annually by Pacific Coast National Bancorp, as sole shareholder of the Bank. The executive officers of Pacific Coast National Bank are elected by the board of directors of the Bank and hold office at the board's discretion.

Background of organizers, directors and executive officers

        The following is a biographical summary of each of the organizers, directors and executive officers of Pacific Coast National Bancorp and Pacific Coast National Bank:

        Colin Forkner.    Mr. Forkner is a director and organizer and the Chief Executive Officer of Pacific Coast National Bancorp and Pacific Coast National Bank. Mr. Forkner recently retired as President and Chief Executive Officer of California First National Bank, an Irvine, California-based bank that he organized in 1999. Before his retirement, Mr. Forkner had been actively engaged in banking for 40 years, during which time he held senior executive management positions with Security Pacific Corporation, The Bank of California, Northern Trust Bank of California and California First National Bank. He began his banking career in 1965 with Security Pacific Corporation where he served in numerous management capacities, including Executive Vice President. He left Security Pacific Corporation in 1986 to become Chief Executive Officer of Mitsubishi Bank of California. He remained at Mitsubishi Bank until its merger in 1989 with The Bank of California, an affiliated financial institution, after which time Mr. Forkner remained with The Bank of California in several executive officer capacities, including Executive Vice President and Chief Credit Officer, Executive Vice President and Director of Marketing & Acquisitions and Chairman and Chief Executive Officer of the non-traditional investments affiliate. Mr. Forkner left The Bank of California in 1991 to join Community Bank, where he served as Executive Vice President and Chief Administrative Officer, before leaving in 1992 to join Northern Trust Bank of California as Managing Director, where he served for four years. He left Northern Trust Bank in 1997 to organize California First National Bank and serve as its President and Chief Executive Officer. Mr. Forkner is an active alumnus of The Peter F. Drucker Graduate School of Management, Claremont Graduate University. He also completed the Graduate School of Financial Management, Stanford University Graduate School and earned a degree in Economic Theory from Claremont Men's College.

        Michael Hahn.    Mr. Hahn is a director and organizer and the President of Pacific Coast National Bancorp and Pacific Coast National Bank. He will also serve as Chief Operating Officer of the Bank. Mr. Hahn is a San Diego County native and has more than twenty years of community banking experience in the Bank's proposed service areas. Mr. Hahn began his banking career with Union Bank of California where he served for seventeen years in various management and officer capacities, including Coastal Business Banking Center Manager, where he managed the bank's business banking in South Orange County and North San Diego County for twenty-one offices. While at Union Bank, Mr. Hahn also served for eighteen months as Chairman of Vice Chairman, Richard Hartnack's advisory board. Mr. Hahn's banking career with Union Bank of California was briefly interrupted from 1998 to 2000 when he left to join Temecula Valley Bank as Senior Vice President and Manager to assist them in opening their second de novo office in Fallbrook, California. Following his time with Temecula Valley Bank, he rejoined Union Bank of California to re-open and expand their business banking office in Oceanside, California where he served until October 31, 2003 when he left the bank to organize Pacific Coast National Bank. Mr. Hahn's banking experience has been primarily focused on the administrative and credit functions of banking centers. He also has a strong understanding of operations and financial accounting. We believe that these qualities will enable him to be a strong President and Chief Operating Officer for Pacific Coast National Bank. Mr. Hahn holds a Bachelor of Science degree in Business and Management from the University of Redlands. He has also been

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actively involved in numerous leadership positions with local non-profit organizations, including the Fallbrook Village, Encinitas/La Costa and Shadowridge/Vista Rotary Clubs, the Downtown Encinitas Mainstreet Association, the Vista Economic Development Association and various local chapters of the Boys and Girls Club.

        Richard Grinyer.    Mr. Grinyer is a director and organizer of Pacific Coast National Bancorp and Pacific Coast National Bank. He will also serve as Chief Credit Officer of the Bank. He has been actively involved in the banking business in San Diego County for more than twenty-eight years. Over his career, he has served in various lending officer capacities with Union Bank of California, Bank of America, N.A., California Bank & Trust and El Dorado Bank. Immediately prior to joining the subject group as a consultant, Mr. Grinyer was employed by California Bank & Trust, where he served as Vice President and Manager of the Encinitas office for almost three years. Prior to joining California Bank & Trust, he was Regional Vice President in charge of commercial loans for El Dorado Bank in San Diego County from 1999 to 2001. Mr. Grinyer has spent the majority of his banking career with Union Bank of California where, for almost seventeen years, he served in various management capacities, including as a Vice President in Credit Administration, where he was responsible for 14 offices of Union Bank of California. Before joining Union Bank in 1983, he served in various lending officer and other executive capacities with Bank of America, N.A. Mr. Grinyer's banking experience has been focused primarily on the credit and the administrative functions of business banking and branch operations. Mr. Grinyer holds a Bachelor of Science degree in Accountancy from California State Polytechnic University, Pomona. He has also been actively involved in numerous community service organizations, including the Oceanside Boys & Girls Club, the North County Humane Society and the Oceanside Rotary Club.

        Terry Stalk.    Ms. Stalk will serve as the Chief Financial Officer of Pacific Coast National Bank. Ms. Stalk is a California native and has been actively involved in banking for thirty years, fifteen of which have been in San Diego County. Before joining the organizing team, Ms. Stalk was Senior Vice President and Director of Strategic Planning for Hawthorne Savings, FSB, a $2.5 billion asset federal savings bank where she served from 1999 to 2004. Prior to joining Hawthorne Savings, Ms. Stalk served as Chief Financial Officer for American International Bank, Pacific Western National Bank and El Segundo First National Bank. She also spent two years as Manager of Operations for Transworld Bank. Ms. Stalk's banking experience has been focused primarily on the financial, managerial and administrative functions of business banking and branch operations. Ms. Stalk attended the University of California, San Diego.

        Nanette Barbour.    Ms. Barbour is an organizer of Pacific Coast National Bancorp and Pacific Coast National Bank. Prior to her recent retirement, she spent thirty-seven years as a pharmacist in a hospital pharmacy practice at Scripps Memorial Hospital in La Jolla, California and Tri City Medical Center in Oceanside, California. Ms. Barbour has also served as a chairman and member on the boards of directors of a variety of professional societies as well as civic and non-profit organizations. Ms. Barbour has lived in the Escondido area since 1986.

        Dominic Burtech.    Mr. Burtech is an organizer of Pacific Coast National Bancorp and Pacific Coast National Bank. He is an independent businessman who has lived in the Cardiff-Encinitas area since 1991. He is the owner of Burtech Pipeline, an underground pipeline contractor that he founded in 1994. We believe that Mr. Burtech's business and management experience, including his knowledge of the local construction and real estate development market, will be a benefit to the Bank in assessing real estate and construction projects.

        Michael J. Crain.    Mr. Crain is an organizer of Pacific Coast National Bancorp and Pacific Coast National Bank. He is a long-time resident of our primary service area, having lived in Fallbrook, California for the past thirty years. He is actively engaged in our primary service area as a small businessman. Mr. Crain owns and operates World Landscape Inc., a commercial landscape installation

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and maintenance company, and World Services, which is primarily involved in commercial real estate development and asset management. Mr. Crain has also been involved in BSF International for more than ten years and has been a member of the North San Diego Trauma Intervention team for six years.

        Michael V. Cummings.    Mr. Cummings is a director of Pacific Coast National Bancorp and Pacific Coast National Bank. Since April 2000, Mr. Cummings has been actively engaged in providing bank consulting services. Prior to that, he served for fifteen years in various executive management positions with Manufacturers Bank, Southern California Bank and the Bank of California, among others. We believe that Mr. Cummings' substantial loan-related expertise will benefit the board of directors in managing the Bank's lending function. Mr. Cummings received his Associates of Arts degree from El Camino College in 1963 and furthered his studies at California State University at Fullerton, majoring in Business Administration. Mr. Cummings has lived or worked in our primary service area for more than twenty years.

        David E. Davies.    Mr. Davies is a director of Pacific Coast National Bancorp and Pacific Coast National Bank. He has most recently served as a professor of Managerial Finance and Economics at the University of Phoenix. Prior to that, he taught at the Keller Graduate School of Management. Until 1997, Mr. Davies was a career banker, having functioned mostly as a commercial real estate loan officer for Sumitomo Bank and the Tokyo Trust & Banking Co. He is a graduate of the University of Miami (Ohio), where he earned a Bachelor of Arts degree in Finance, and of Northwestern University, where he earned a Masters of Business Administration degree in Finance. He has also completed several certificate programs at the University of California, Los Angeles and Stanford, primarily in real estate-related areas.

        Fred A. deBoom.    Mr. deBoom is a director of Pacific Coast National Bancorp and Pacific Coast National Bank. He serves as a managing partner in Sonfad Associates, a merger and acquisition consulting firm for the past eight years. Before joining Sonfad Associates, he served for six years as the manager of Tokei Bank's Pasadena office and in a similar capacity for Union Bank during the eight-year period preceding his time with Tokei Bank. Mr. deBoom received a Bachelor of Arts degree from Michigan State University and an Master of Business Administration degree in finance from the University of Southern California. Mr. deBoom has been a San Clemente resident since 1995.

        Walter B. Grinyer.    Mr. Grinyer is an organizer of Pacific Coast National Bancorp and Pacific Coast National Bank. He is actively engaged in the business of environmental consulting. He is a California Registered Geologist and an Environmental Assessor and has been a member of the American Association of Petroleum Geologists and the Society of Exploration Geophysicists for more than fifteen years. Mr. Grinyer actively participates in numerous community activities, including fund raising efforts for local educational organizations. He has also been active in American Youth Soccer Organization for the last nine years as a coach, team sponsor and referee. Mr. Grinyer is a graduate of the University of California, where he earned a Bachelor of Science degree in Geology. Mr. Grinyer is the brother of director and proposed Chief Credit Officer, Richard W. Grinyer.

        Benjamin L. Hemeyer.    Mr. Hemeyer is an organizer of Pacific Coast National Bancorp and Pacific Coast National Bank. He is actively engaged as a retail pharmacist. He formerly worked as a Pharmacy Area Chief in Fountain Valley, California for FHP Healthcare where he managed the operations of the pharmacy and was active on the formulary committee. Mr. Hemeyer is a graduate of the College of Pharmacy at the University of Arizona. He has lived in the North San Diego County area for the past fifteen years with prior residency in southern Orange County.

        David Johnson.    Mr. Johnson is a director of Pacific Coast National Bancorp and Pacific Coast National Bank. He currently serves as Vice President-Finance and a major stockholder of Affinity Medical Technologies, LLC. Before joining Affinity Medical Technologies, he served for six years as a senior executive officer of First Plus Bank in Tustin, California, first as Chief Financial Officer and

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thereafter and President and Director. Mr. Johnson also has significant experience in accounting. He is a non-practicing certified public accountant and spent eighteen years with the accounting firm of McGladrey & Pullen, LLP as a partner, during which time he audited financial institutions. Mr. Johnson is a graduate of the University of Minnesota, where he earned a Bachelor of Arts in Accounting and has been a resident of Yorba Linda, California since 1982.

        John R. Kennedy.    Mr. Kennedy is an organizer of Pacific Coast National Bancorp and Pacific Coast National Bank. He is a long-time resident of our primary service area, having lived in the Carlsbad area of northern San Diego County since 1977. He has been actively involved in the business of masonry construction for more than thirty years and is the owner of Kennedy Masonry.

        Richard D. Kay, Jr.    Mr. Kay is an organizer of Pacific Coast National Bancorp and Pacific Coast National Bank. He is the owner of CWM, a holding company for three small businesses: Aircraft Bearing, an aircraft parts distributor, Impact Bearing, a distributor of skateboard, RC car, and roller blade parts, and Thin Section Bearing, a manufacturer of precision ball bearings. He is an undergraduate of Pepperdine University and attended San Diego State University for his graduate studies.. Mr. Kay has also completed course work at California Western School of Law. He has lived in the Capistrano Beach area since 1995.

        R.D. King.    Mr. King is an organizer of Pacific Coast National Bancorp and Pacific Coast National Bank. He is a licensed contractor and the President of Rockwell D. King Construction, a San Diego-based general contracting firm that he founded twenty-two years ago. Mr. King is a graduate of South Pasadena High School and earned an Associate of Arts degree from Pasadena City College. He has lived in Encinitas since 1984.

        William J. Lang.    Mr. Lang is an organizer of Pacific Coast National Bancorp and Pacific Coast National Bank. He currently serves as an aeronautical engineer and is the former Chairman, President and controlling owner of Interface Displays & Controls Inc., a small business located in our primary service area. Since selling his business, he has remained with the company as Vice President-Sales. Mr. Lang is a former Chairman of the Society of Automotive Engineers, Orange County Western Electronic Manufacturing Association and "The Gathering of Eagles" Military Pilots Organization. He has also served as the Chief Executive Officer of Symbolic Displays Inc. We believe that Mr. Lang's corporate background, with significant leadership and board experience, will be an asset to our board of directors and our business. Mr. Lang has been an area resident since 1986.

        Dennis C. Lindeman.    Mr. Lindeman is an organizer and the Chairman of the Board of Pacific Coast National Bancorp and Pacific Coast National Bank. He is a Certified Financial Planner and has spent the last fourteen years providing comprehensive business and financial planning services to closely-held business owners, executives and their families throughout Southern California. Mr. Lindeman is a veteran of the United States Marine Corps, where he served for twenty years, primarily in operational planning and command capacities, before retiring as a Lieutenant Colonel. Mr. Lindeman has been actively involved in leadership capacities with numerous community organizations, including as President of the North County Fire Protection District and as a member of the Fallbrook Village Rotary Foundation, the Fallbrook Chamber of Commerce, the Palomar College Foundation and the Foundation's Finance and Investment Committee. Mr. Lindeman received a Bachelor of Arts degree in Economics from Luther College. He is also a graduate of the United States International University, where he received a Master of Business Administration degree in Finance. He has lived in Fallbrook for the past eighteen years.

        Donald R. Mealing.    Mr. Mealing is a director and organizer of Pacific Coast National Bancorp and Pacific Coast National Bank. He is actively involved in our primary service area with small business interests. He founded American Corrective Counseling Services in 1987, an entity that works with more than fifty District Attorney's offices throughout the United States to provide offender counseling

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intervention services utilized by prosecutors in pre-trial misdemeanor diversion programs. Mr. Mealing also has ownership interests in the yacht brokerage business and commercial real estate development. He has resided in San Clemente for the past eleven years.

        Denis Hugh Morgan.    Mr. Morgan is a director and organizer of Pacific Coast National Bancorp and Pacific Coast National Bank. He is a registered civil engineer and a licensed general contractor in the states of California, Florida and Nevada. He served as the President and Chief Executive Officer of Pacific 17 until the business was acquired by Alcoa in November 2001. He has been active in investing in real estate opportunities since 1989 and is currently investing in and developing multi-family units in California, Arizona and New York. Mr. Morgan has also been actively involved in numerous community organizations. His volunteer activities include service as Finance Chairperson for the United Negro College Fund (San Diego), as corporate sponsor to the Urban League, Neighborhood House, National Association for the Advancement of Colored People (NAACP) and several other organizations that provide educational, housing, and financial support to the community. Mr. Morgan is a graduate of the University of Guyana, where he earned an HTD in Civil Engineering and a Bachelor of Engineering degree in Highway Engineering. He also earned a Master of Science degree in Structural Engineering from the City University of London.

        John S. Najjar.    Mr. Najjar is an organizer of Pacific Coast National Bancorp and Pacific Coast National Bank. He is President of Cardiff Seaside Market Inc., an independent upscale grocery market in the city of Encinitas (Cardiff) that he established in 1985. Mr. Najjar is also President of Najjar Enterprises LLC, a small business that acquires and develops commercial real estate. He has also sourced, funded, and sold investment properties. Mr. Najjar was raised in Detroit, Michigan, and moved to San Diego, California in 1976. He currently resides with his family in Encinitas.

        Stephen W. Pezman.    Mr. Pezman is an organizer of Pacific Coast National Bancorp and Pacific Coast National Bank. He is the publisher of The Surfer's Journal, a magazine devoted to the sport of surfing. He also publishes surfing books and was the executive producer of fifty-five half-hour television shows involving surfing that have aired on the Outdoor Life Network. Mr. Pezman has served on the founding Advisory Board of the United States Surfing Federation and the Eastern Surfing Association. He currently serves on the Advisory Board of Surfrider Association. Mr. Pezman attended Long Beach City College and Long Beach State College, and has lived and worked in the San Clemente area since 1980.

        Hans Schroeder.    Mr. Schroeder is an organizer of Pacific Coast National Bancorp and Pacific Coast National Bank. He has been involved in the securities business since 1981 when he began working for the Chairman of the Board of Noble Cook, Inc., a specialist firm on the Pacific Stock Exchange. Mr. Schroeder is currently the Portfolio Manager of the Green Street Regional Financial Fund, an investment partnership that invests in securities of micro-small cap bank and thrifts in the United States. Prior to creating the fund, Mr. Schroeder was employed as a sell-side bank stock analyst covering micro-small capitalization financial institutions for five years with Hoefer & Arnett in San Francisco. From 1996 to 1998, Mr. Schroeder was vice president of corporate finance at Torrey Pines Securities, a San Diego-based broker-dealer. Mr. Schroeder graduated from the University of California at Los Angeles with a bachelor's degree in economics. He has also earned a master's degree in Latin American Studies with a specialization in finance from San Diego State University.

        James W. Shute.    Mr. Shute is an organizer and the Vice Chairman of the Board of Pacific Coast National Bancorp and Pacific Coast National Bank. He serves as President of J.W. Shute International, a real estate development and consulting firm based in Irvine, California that he founded in 1996. J.W. Shute International has been actively involved in many successful retail, office, preschool, and industrial developments throughout the western United States. Mr. Shute is a graduate of the University of California, Berkeley, where he earned a Bachelor of Arts degree in Economics and Real Estate, and the University of Southern California, where he earned his Masters of Business Administration degree.

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        Charles Speck.    Mr. Speck is an organizer of Pacific Coast National Bancorp and Pacific Coast National Bank. He is President and Chief Executive Officer of EMS Construction, a manufacturer and installer of architectural metals throughout the western United States. He also serves as President of Carlsbad Components, Inc., which distributes metal products and consults with various sheet metal companies. Mr. Speck graduated from University of California, Los Angeles (UCLA) in 1984 with a Bachelor of Science degree in Political Science and has resided in Carlsbad for the past nineteen years.

        John Vuona.    Mr. Vuona is a director of Pacific Coast National Bancorp and Pacific Coast National Bank. He is a partner in the accounting firm of Bentson & Vuona, LLP, which he founded in 1995. Prior to forming the firm, he served as a senior manager with McGladrey & Pullen, LLP and as a partner in the firm of Gillespie, Lefevie, Lokietz & Vuona. Over his career, Mr. Vuona has worked extensively with closely-held companies in the areas of financial, manufacturing, distribution, service and construction industries. He is a certified public accountant and a member of the American Institute of Certified Public Accountants, the California Society of Certified Public Accountants and the Escrow Accountants Institute of California. Mr. Vuona is a graduate of Babson College, where he earned a Bachelor of Science degree in Accounting. He also completed a Master of Science degree in Taxation at the University of Southern California. Mr. Vuona currently resides in Rancho Santa Margarita, California.

        Leonard O. Yamamoto.    Mr. Yamamoto is an organizer of Pacific Coast National Bancorp and Pacific Coast National Bank. He is the Business Line Manager of the Commercial Engineering Group for Shaw Environmental & Infrastructure, Inc. in San Diego, California. He holds a Master of Science degree in Civil Engineering from the University of California at Berkeley, and is a registered Professional Engineer. Mr. Yamamoto has lived in the San Diego area since 1990.

        Benjamin Yhap.    Benjamin Yhap is an organizer of Pacific Coast National Bancorp and Pacific Coast National Bank. He is a retired civil engineer. Prior to retirement, he served as the Chief Operating Officer of Pacific 17 until the business was acquired by Alcoa in November 2001. Together with his wife, Mr. Yhap owns an "Only-a-Dollar" store, a local small business. Mr. Yhap is a graduate of the University of Guyana, where he earned a Bachelor of Engineering degree. Mr. Yhap has been a San Diego resident since 1999.    Mr. Yhap is the husband of organizer Jennifer Navarro-Yhap, who is actively serving as an organizer, in his stead, until he successfully concludes the treatments he is receiving for cancer.

        Jennifer Navarro-Yhap.    Jennifer Navarro-Yhap is an organizer of Pacific Coast National Bancorp and Pacific Coast National Bank. He has more than fifteen years of experience in management activities, including working with start-up companies in developing infrastructure; generating revenues; creating strategic plans, processes and procedures; administering marketing and business development; organizing strategic alliances; planning and executing acquisitions; overseeing accounting and developing financial projections; budgeting; and building team leadership. Ms. Navarro-Yhap is a graduate of the University of Massachusetts, where she earned a Bachelor of Science degree, and Samford University, where she earned a Masters of Business Administration degree. Ms. Navarro-Yhap is the wife of Benjamin Yhap, an organizer of Pacific Coast National Bancorp and Pacific Coast National Bank. Ms. Navarro-Yhap is serving as an organizer, in her husband's stead, until he successfully concludes the treatments he is receiving for cancer.

Board committees

        The Boards of Directors of Pacific Coast National Bancorp and Pacific Coast National Bank have established Audit and Executive Committees comprised of members of the Board of Directors. The members of these committees will be the same for Pacific Coast National Bank as they are for Pacific Coast National Bancorp. Pacific Coast National Bank has also established a Loan Committee, a

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Technology Committee and Asset-Liability Management Committee. These committees are described below:

        Audit Committee.    The Audit Committee will recommend the appointment of an independent auditor on an annual basis, approve any special assignments to the independent auditor, review the planned scope of the annual audit, review the independent auditor's report and management's response, review any changes in accounting principles and the effectiveness and efficiency of the internal audit function, review all reports from regulatory authorities and management's responses and report to the full board of directors on the foregoing matters.

        The Sarbanes-Oxley Act of 2002 has resulted in the imposition of a number of mandates that may be applicable to the composition of our audit committee. Each of these mandates is discussed below:

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Audit Committee Member Independence.    Each member of an audit committee of a company listed on a national securities exchange must be a director and must be otherwise independent.



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Responsibilities Relating to Registered Public Accounting Firms.    The audit committee must be directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged to prepare or issue an audit report or to perform other audit, review or attest services for us, and each firm must report directly to the audit committee.



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Procedures for Handling Complaints.    The audit committee must establish procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls, or auditing matters, including procedures for the confidential, anonymous submission by employees of these types of concerns.



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Authority to Engage Advisors.    The audit committee must have the authority to engage independent counsel and other advisors, as it determines necessary to carry out its duties.



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Funding.    We must provide appropriate funding to the audit committee for payment of accounting and other advisors.

        In addition, as a result of the Sarbanes-Oxley Act, we will be required to disclose in our annual reports filed with the Securities and Exchange Commission:

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Whether we have at least one "Audit Committee Financial Expert" serving on our audit committee and the name of that expert;



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Whether the audit committee financial expert is "Independent"; and



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If we have no audit committee financial expert serving on our audit committee, we must state that fact and explain why.

        It is expected that the initial members of the Audit Committee will be John Vuona, Denny Lindeman, David Davies, and David Johnson. In accordance with the Sarbanes-Oxley Act, none of the proposed members of the Audit Committee are executive officers or 10% shareholders of Pacific Coast National Bancorp. We expect that Mr. Vuona will serve as our Audit Committee Financial Expert and will chair the committee. Mr. Vuona satisfies the standards for independence established by the NASDAQ Stock Market, Inc.

        Executive Committee.    The Executive Committee will meet as needed and, with certain exceptions, will have the same powers as the board of directors in the management of the business affairs of Pacific Coast National Bancorp and Pacific Coast National Bank between meetings of their respective boards. The board of directors will, from time to time, charge the Executive Committee with specific responsibilities and tasks as it deems appropriate. The committee is not intended to act in place of the full board, but rather in a support role. The committee will make recommendations to the board of

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directors regarding matters important to the overall management and strategic operation of Pacific Coast National Bancorp and the Bank. The initial members of the executive committee are expected to be Dennis Lindeman (Chairman), Colin Forkner, Michael Hahn, Richard Grinyer and James Shute.

        Loan Committee.    The Loan Committee will be responsible for establishing or approving, in conjunction with management, all major policies and procedures pertaining to loan policy, including:

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establishing the loan approval system;



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approving all loans in excess of a predetermined amount;



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reviewing all past due reports, rated loan reports, non-accrual reports and other reports and indicators of overall loan portfolio quality;



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engaging, as appropriate, and reviewing the findings of, outsourced credit review consultants;



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reviewing and responding to all credit issues identified by way of regulatory examinations and outsourced credit review consultants;



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establishing measurements for adequacy of the loan loss reserve; and



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reviewing any other matters pertaining to the loan portfolio such as yield and concentrations.

        It is expected that the initial members of the Loan Committee will be Mike Cummings (Chairman), Colin Forkner, Michael Hahn, Jim Shute, Fred deBoom, and Richard Grinyer.

        Asset-Liability Management Committee.    The principal responsibilities of this committee include:

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providing guidance to the board of directors on balancing the yields and maturities of loans and investments to the yields and maturities of deposits; and



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working with the board of directors to plan annual budgets and to develop three- to five-year strategic plans.

        The Asset-Liability Management Committee will also be responsible for the overall investment strategy and asset/liability policy of Pacific Coast National Bancorp and Pacific Coast National Bank. This will include liquidity management, risk management, net interest margin management, monitoring deposit level trends and pricing, monitoring asset level trends and pricing and portfolio investment decisions. It is expected that the initial members of the Asset-Liability Management Committee will be Dennis Lindeman (Chairman), Colin Forkner, Michael Hahn, Richard Grinyer and Terry Stalk. Although Ms. Stalk is not a member of the Bank's board of directors, she will serve on the Asset-Liability Management Committee as a non-voting member.

        Technology Committee.    The Technology Committee will be responsible for reviewing, in conjunction with management, all operating systems, including, but not limited to, electronic, telephone, electrical and other inter-related sources, the failure of which may disrupt or otherwise cause interruptions in the service delivery system of Pacific Coast National Bank and compromise Pacific Coast National Bank's security. This committee will see that detailed written plans, policies and procedures are in place to address such contingencies. In addition, this committee will hold management responsible for the verification of the ability and reputation of all vendors involved in all electronic capture and transfer of depositor's funds. It is expected that the initial members of the Technology Committee will be Richard Grinyer (Chairman), Colin Forkner, Michael Hahn, and Terry Stalk. Although Ms. Stalk is not a member of the Bank's board of directors, she will serve on the Technology Committee as a non-voting member.

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Director compensation

        At this time, we do not expect the directors of Pacific Coast National Bancorp or Pacific Coast National Bank to receive any direct remuneration for serving as holding company or bank directors. We may compensate our directors in the future, but have no current plans to do so at this time.

Organizer/director warrants

        We expect to fund our organizational and other pre-opening expenses from direct cash advances made by our organizers and from draws under a line of credit extended to us by TIB—The Independent BankersBank. Each of our organizers is providing a limited guarantee of the amounts drawn under the line of credit. We expect the organizational and other pre-opening expenses to total approximately $2.1 million and describe them more fully in the section titled "Use of Proceeds—Organizational expenses," beginning on page 8. In the event that Pacific Coast National Bank does not open, our organizers will bear the risk of loss with respect to the direct cash advances and may be pursued by TIB—The Independent BankersBank with respect to any funds advanced under the pre-opening line of credit.

        We also recognize that our organizers and our proposed directors have played, and will continue to play, a critical role in the organizational process. Accordingly, in recognition of the expertise imparted and the time expended, and to be expended, by each of our organizers and proposed directors in the organizational process, as well as the substantial financial risks undertaken by the members of our organizing group, we intend to grant an aggregate of 234,000 warrants to our organizers and proposed directors. Each of our organizers, other than Dennis Lindeman, who is contributing his time and expertise, and placing funds "at risk" by means of the direct cash advances and limited guaranties, will receive warrants to purchase 10,000 shares of our common stock. Mr. Lindeman, who is the proposed Chairman of Pacific Coast National Bancorp and Pacific Coast National Bank, has contributed significantly more time and effort during the organizational process than any other organizer who is not slated to be a senior executive officer of the Bank. Accordingly, for his efforts and the funds that he has placed "at risk" by means of direct cash advances and limited guaranties, he will receive warrants to purchase 14,000 shares of our common stock. Finally, five of the proposed initial directors of Pacific Coast National Bank are not organizers of the proposed Bank. However, each has imparted expertise and expended considerable time and effort during the organizational process and will receive warrants to purchase 4,000 shares of common stock. These warrants will be exercisable at a price of $10.00 per share, the initial offering price, and may be exercised within ten years of the date that Pacific Coast National Bank opens for business.

Executive compensation

        General.    We do not expect the officers or employees of Pacific Coast National Bancorp to receive any direct remuneration for serving as officers or employees of Pacific Coast National Bancorp after Pacific Coast National Bank opens for business. However, at this time, we have entered into consulting agreements with Mr. Forkner, Mr. Hahn, GRCAC, LLC, and Ms. Stalk providing for the payment of $94,200, $94,200, $82,200 and $76,200 annually, respectively, in connection with their activities in organizing Pacific Coast National Bancorp and the Bank. In addition, the consulting agreements provide for deferred compensation of $5,083, $3,834, $4,000 and $3,250 per month to be accrued for the benefit of Mr. Forkner, Mr. Hahn, GRCAC, LLC, and Ms. Stalk, respectively. However, the deferred compensation will be paid only in the event that Pacific Coast National Bank opens for business by June 30, 2005, at which time the consulting agreements will terminate unless they are extended by the organizers. Although we do not expect our officers to receive any direct remuneration for serving as officers of Pacific Coast National Bancorp after the Bank opens for business, certain of these persons will receive compensation for serving as officers of the Bank. We may compensate our officers in the future, but have no current plans to do so at this time.

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        GRCAC, LLC is a California limited liability company organized by Richard Grinyer, an organizer and the proposed Chief Credit Officer of the Bank, for the purpose of providing consulting services to Pacific Coast National Bancorp and the Bank in connection with the organization and pre-opening activities of each entity. Richard Grinyer is the managing member of GRCAC, LLC.

        It is expected that prior to commencement of banking operations, the Bank will engage the services of four senior executive officers: a chief executive officer, a president and chief operating officer, a chief credit officer and a chief financial officer. In addition, Pacific Coast National Bank expects to engage the services of several additional lending officers. Mr. Forkner is expected to be Chief Executive Officer and has entered into an employment agreement with the Bank (described below) providing, among other things, for an initial annual salary of $160,000 and an annual bonus at the discretion of the board of directors of the Bank. Mr. Hahn is expected to be the Bank's President and Chief Operating Officer and has entered into an employment agreement providing for a base salary of $135,000. Mr. Grinyer is expected to be the Bank's Executive Vice President and Chief Credit Officer and has entered into an employment agreement providing for a base salary of $125,000. The Bank also expects that Terry Stalk will be appointed Chief Financial Officer and has entered into an employment agreement providing for a base salary of $110,000. The Bank estimates that compensation payable to its executive officers during its first 12 months of operations will total $530,000. The Bank does not currently intend to enter into employment agreements with any of its employees other than Messrs. Forkner, Hahn, Grinyer and Ms. Stalk; all of the Bank's other employees will be employees-at-will serving at the pleasure of the board of directors.

Employment agreements.

        Colin M. Forkner.    The Bank has entered into an employment agreement with Colin M. Forkner regarding his employment as Vice Chairman and Chief Executive Officer. The agreement will commence when the Bank opens for business and continue in effect through December 31, 2007 (with certain exceptions), and will automatically renew thereafter for successive one-year terms unless the Bank provides notice that it will not seek to renew the agreement.

        Under the terms of the agreement, Mr. Forkner will receive a base salary of $160,000 per year. Following the first year of the agreement, the base salary will be reviewed by the board of directors of the Bank and may be increased as a result of that review. Mr. Forkner will be eligible to participate in any executive incentive bonus plan and all other benefit programs adopted by the Bank. Mr. Forkner will also receive other customary benefits such as health, dental and life insurance, membership fees to banking and professional organizations and an automobile allowance. In addition, the Bank will purchase and maintain a split dollar life insurance policy in the amount of $1,000,000, for the benefit of Mr. Forkner.

        Mr. Forkner's employment agreement also provides that Pacific Coast National Bancorp will grant him options to acquire shares of common stock at an exercise price of $10.00 per share, exercisable within ten (10) years from the date of grant of the options, the exact number of options to be equal to 4% of the number of shares sold in the offering. It is expected that these options will be incentive stock options and would vest ratably over a period of three years beginning on the first anniversary of the date that the Bank opens for business.

        In the event of a "change in control," Mr. Forkner would be entitled to receive a cash lump-sum payment equal to 199% of his "base amount" as defined in section 280G of the Internal Revenue Code and, in general, means the executive's annualized compensation over the prior five-year period. If Mr. Forkner's employment is terminated for any reason other than for cause, the Bank will be obligated to pay as severance, an amount equal to his base salary, along with a relocation allowance.

37

        The agreement also generally provides non-competition and non-solicitation provisions that would apply for a period of one year following the termination of Mr. Forkner's employment. The non-competition provision would be limited in scope to twenty miles from the main office of the Bank.

        Michael Hahn.    The Bank has entered into an employment agreement with Michael Hahn regarding his employment as President and Chief Operating Officer of Pacific Coast National Bank. The agreement will commence when the Bank opens for business and continue in effect through December 31, 2009 (with certain exceptions), and will automatically renew thereafter for successive one-year terms unless the Bank provides notice that it will not seek to renew the agreement.

        Under the terms of the agreement, Mr. Hahn will receive a base salary of $135,000 per year. Following the first year of the agreement, the base salary will be reviewed by the board of directors of the Bank and may be increased as a result of that review. Mr. Hahn will be eligible to participate in any executive incentive bonus plan and all other benefit programs adopted by the Bank. Mr. Hahn will also receive other customary benefits such as health, dental and life insurance, membership fees to banking and professional organizations and an automobile allowance. In addition, the Bank will purchase and maintain a split dollar life insurance policy in the amount of $1,000,000, for the benefit of Mr. Hahn.

        Mr. Hahn's employment agreement also provides that Pacific Coast National Bancorp will grant him options to acquire shares of common stock at an exercise price of $10.00 per share, exercisable within ten (10) years from the date of grant of the options, the exact number of options to be equal to 4% of the number of shares sold in the offering. It is expected that these options will be incentive stock options and would vest ratably over a period of three years beginning on the first anniversary of the date that the Bank opens for business.

        In the event of a "change in control," Mr. Hahn would be entitled to receive a cash lump-sum payment equal to 199% of his "base amount" as defined in section 280G of the Internal Revenue Code and, in general, means the executive's annualized compensation over the prior five-year period. If Mr. Hahn's employment is terminated for any reason other than for cause, the Bank will be obligated to pay as severance, an amount equal to his base salary, along with a relocation allowance.

        The agreement also generally provides non-competition and non-solicitation provisions that would apply for a period of one year following the termination of Mr. Hahn's employment. The non-competition provision would be limited in scope to fifty miles from the main office of the Bank.

        Richard Grinyer.    The Bank has also entered into an employment agreement with Richard Grinyer regarding his employment as Executive Vice President and Chief Credit Officer of Pacific Coast National Bank. The agreement will commence when the Bank opens for business and continue in effect through December 31, 2009 (with certain exceptions), and will automatically renew thereafter for successive one-year terms unless the Bank provides notice that it will not seek to renew the agreement.

        Under the terms of the agreement, Mr. Grinyer will receive a base salary of $125,000 per year. Following the first year of the agreement, the base salary will be reviewed by the board of directors of the Bank and may be increased as a result of that review. Mr. Grinyer will be eligible to participate in any executive incentive bonus plan and all other benefit programs adopted by the Bank. Mr. Grinyer will also receive other customary benefits such as health, dental and life insurance, membership fees to banking and professional organizations and an automobile allowance. In addition, the Bank will purchase and maintain a split dollar life insurance policy in the amount of $1,000,000, for the benefit of Mr. Grinyer.

        Mr. Grinyer's employment agreement also provides that Pacific Coast National Bancorp will grant him options to acquire shares of common stock at an exercise price of $10.00 per share, exercisable within ten (10) years from the date of grant of the options, the exact number of options to be equal to 4% of the number of shares sold in the offering. It is expected that these options will be incentive

38

stock options and would vest ratably over a period of three years beginning on the first anniversary of the date that the Bank opens for business.

        In the event of a "change in control," Mr. Grinyer would be entitled to receive a cash lump-sum payment equal to 199% of his "base amount" as defined in section 280G of the Internal Revenue Code and, in general, means the executive's annualized compensation over the prior five-year period. If Mr. Grinyer's employment is terminated for any reason other than for cause, the Bank will be obligated to pay as severance, an amount equal to his base salary, along with a relocation allowance.

        The agreement also generally provides non-competition and non-solicitation provisions that would apply for a period of one year following the termination of Mr. Grinyer's employment. The non-competition provision would be limited in scope to fifty miles from the main office of the Bank.

        Terry A. Stalk.    The Bank has entered into an employment agreement with Terry A. Stalk regarding her employment as Executive Vice President and Chief Financial Officer of Pacific Coast National Bank. The agreement will commence when the Bank opens for business and continue in effect through December 31, 2009 (with certain exceptions), and will automatically renew thereafter for successive one-year terms unless the Bank provides notice that it will not seek to renew the agreement.

        Under the terms of the agreement, Ms. Stalk will receive a base salary of $110,000 per year. Following the first year of the agreement, the base salary will be reviewed by the board of directors of the Bank and may be increased as a result of that review. Ms. Stalk will be eligible to participate in any executive incentive bonus plan and all other benefit programs adopted by the Bank. Ms. Stalk will also receive other customary benefits such as health, dental and life insurance, membership fees to banking and professional organizations and an automobile allowance. In addition, the Bank will purchase and maintain a split dollar life insurance policy in the amount of $1,000,000, for the benefit of Ms. Stalk.

        Ms. Stalk's employment agreement also provides that Pacific Coast National Bancorp will grant her options to acquire shares of common stock at an exercise price of $10.00 per share, exercisable within ten (10) years from the date of grant of the options, the exact number of options to be equal to 2.5% of the number of shares sold in the offering. It is expected that these options will be incentive stock options and would vest ratably over a period of three years beginning on the first anniversary of the date that the Bank opens for business.

        In the event of a "change in control," Ms. Stalk would be entitled to receive a cash lump-sum payment equal to 199% of her "base amount" as defined in section 280G of the Internal Revenue Code and, in general, means the executive's annualized compensation over the prior five-year period. If Ms. Stalk's employment is terminated for any reason other than for cause, we will be obligated to pay as severance, an amount equal to her base salary, along with a relocation allowance.

        The agreement also generally provides non-competition and non-solicitation provisions that would apply for a period of one year following the termination of Ms. Stalk's employment. The non-competition provision would be limited in scope to fifty miles from the main office of the Bank.

Stock incentive plan

        General.    We will maintain a stock incentive plan designed to provide us with the flexibility to grant incentive stock options and non-qualified stock options to our directors, executive officers and other individuals employed by us. The purpose of the plan is to encourage employees and others providing services to Pacific Coast National Bancorp or any subsidiary, to increase their efforts to make it more successful, to provide an additional inducement for such individuals by providing the opportunity to acquire shares of common stock on favorable terms and to provide a means through which we may attract, encourage and maintain qualified employees.

39

        The plan will have a term of 10 years. The board of directors will reserve a number of shares equal to 21.0% of the total number of shares sold in the offering for issuance under our stock incentive plan. It is intended that certain options granted under the plan will qualify as incentive stock options under Section 422A of the Internal Revenue Code of 1986, as amended, and other options granted thereunder will be non-qualified stock options. Incentive stock options are eligible for favored tax treatment, while non-qualified stock options do not qualify for such favored tax treatment. In order for Pacific Coast National Bancorp to issue incentive stock options under the plan, the plan must be approved by our shareholders. We expect to ask our shareholders to consider the plan at the first annual shareholders' meeting.

        Mr. Forkner, Mr. Hahn, Mr. Grinyer and Ms. Stalk will be issued stock options under the plan in connection with their respective employment agreements or arrangements. It is expected that these options will be incentive stock options. See "Management—Executive compensation—Employment agreements," above. The remainder of the options under the stock incentive plan would be available for issuance to current and prospective executive officers and employees of Pacific Coast National Bancorp or the Bank at the discretion of our board of directors.

        Administration.    The plan will be administered initially by the full board of directors, although the administration may, in the future, be delegated to a committee of the full board. The committee will have the authority to grant awards under the plan, to determine the terms of each award, to interpret the provisions of the plan and to make all other determinations that it may deem necessary or advisable to administer the plan. The plan will permit the committee to grant stock options to eligible persons. The committee may grant these options on an individual basis or design a program providing for grants to a group of eligible persons. The committee will determine, within the limits of the plan, the number of shares of common stock subject to an option, to whom an option is granted, the exercise price and forfeiture or termination provisions of each option. Each option will be subject to a separate stock option agreement that will reflect the terms of the option.

        Option terms.    The plan will provide for the issuance of incentive stock options and non-qualified stock options. The committee will determine whether an option is an incentive stock option or a non-qualified stock option when it grants the option, and the option will be evidenced by an agreement describing the material terms of the option. A holder of a stock option may not transfer the option during his or her lifetime.

        The exercise price of an incentive stock option may not be less than the fair market value of the common stock on the date of grant, or less than 110% of the fair market value if the participant owns more than 10% of our outstanding common stock. When the incentive stock option is exercised, we will be entitled to place a legend on the certificates representing the shares of common stock purchased upon exercise of the option to identify them as shares of common stock purchased upon the exercise of an incentive stock option.

        The exercise price of non-qualified stock options may not be less than 100% of the fair market value of the common stock on the date of grant. Fair market value will be determined based upon any reasonable measure of fair market value. The committee may permit the option holder to pay the exercise price in cash or, upon conditions established by the committee, by delivery of shares of our common stock that had been owned by the participant for at least six months prior to the date of exercise.

        The term of an option will be specified in the applicable stock option agreement. The term of an incentive stock option may not exceed ten years from the date of grant; however, any incentive stock option granted to a participant who owns more than 10% of our outstanding common stock will not be exercisable more than five years after the date the option is granted. Subject to any further limitations in the applicable stock option agreement, if a participant's employment is terminated, an incentive stock option will expire and become unexercisable no later than three months after the date of

40

termination of employment. If, however, termination of employment is due to death or disability, up to one year may be substituted for the three-month period. Incentive stock options are also subject to the further restriction that the aggregate fair market value, determined as of the date of the grant, of common stock as to which any incentive stock option first becomes exercisable in any calendar year is limited to $100,000 per recipient. If incentive stock options covering common stock with a value in excess of $100,000 first become exercisable in any one calendar year, the excess will be treated as non-qualified stock options. For purposes of determining which options, if any, have been granted in excess of the $100,000 limit, options will be considered in the order they were granted.

        Termination of options.    The terms of a particular option agreement may provide that the options will terminate, among other reasons, upon the holder's termination of employment or other status with us, upon a specified date or upon the holder's death or disability. A stock option agreement may provide that if the holder dies or becomes disabled, the holder's estate or personal representative may exercise the option. The committee may, within the terms of the plan and the applicable stock option agreement, cancel, accelerate, pay or continue an option that would otherwise terminate for the reasons discussed above. The stock incentive plan will provide that Pacific Coast National Bank's primary federal regulator may require holders of stock options to exercise or forfeit such options if Pacific Coast National Bank's capital falls below minimum requirements.

        Recapitalizations and reorganizations.    The plan provides for appropriate adjustment, as determined by the committee, in the number and kind of shares and the exercise price subject to unexercised options in the event of any change in the outstanding shares of common stock by reason of any subdivision or combination of shares, payment of a stock dividend or other increase or decrease in the number of outstanding shares effected without the receipt of consideration. In the event of specified corporate reorganizations, the committee may, within the terms of the plan and the applicable stock option agreement, substitute, cancel (with or without consideration), accelerate, remove restrictions or otherwise adjust the terms of outstanding options or assume options of another issuer.

        Amendment and termination of the plan.    The board of directors has the authority to amend or terminate the plan. The board of directors is not required to obtain shareholder approval to amend or terminate the plan, but may condition any amendment or termination of the plan upon shareholder approval if it determines that shareholder approval is necessary or appropriate under tax, securities or other laws. The board's action may not adversely affect the rights of a holder of a stock option without the holder's consent.

        Federal income tax consequences.    The following discussion outlines generally the federal income tax consequences of participation in the plan. Individual circumstances may vary and each participant should rely on his or her own tax counsel for advice regarding federal income tax treatment under the plan.

•

Incentive stock options.    A participant will not be taxed upon the grant or exercise of all or any portion of an incentive stock option. Instead, the participant will be taxed when he or she sells the shares of common stock purchased upon exercise of the incentive stock option. The participant will be taxed on the difference between the price he or she paid for the common stock and the amount for which he or she sells the common stock. If the participant does not sell the shares of common stock prior to two years from the date of grant of the incentive stock option and one year from the date the common stock is transferred to him or her, any gain will be a capital gain, and we will not be entitled to a corresponding deduction. If the participant sells the shares of common stock at a gain before that time, the difference between the amount the participant paid for the common stock and the lesser of its fair market value on the date of exercise or the amount for which the stock is sold will be taxed as ordinary income, and we will be entitled to a corresponding deduction. If the participant sells the shares of common stock for less than the amount he or she paid for the stock prior to the one- or two-year period indicated,

41

no amount will be taxed as ordinary income, and the loss will be taxed as a capital loss. Exercise of an incentive stock option may subject a participant to, or increase a participant's liability for, the alternative minimum tax.

•

Non-qualified stock options.    A participant will not be taxed upon the grant of a non-qualified stock option or at any time before the exercise of the option or a portion of the option. When the participant exercises a non-qualified stock option or portion of the option, he or she will recognize compensation taxable as ordinary income in an amount equal to the excess of the fair market value of the common stock on the date the option is exercised over the price paid for the common stock, and we will then be entitled to a corresponding deduction. Depending upon the time period for which shares of common stock are held after exercise of a non-qualified stock option, the sale or other taxable disposition of shares acquired through the exercise of a non-qualified stock option generally will result in a short- or long-term capital gain or loss equal to the difference between the amount realized on the disposition and the fair market value of such shares when the non-qualified stock option was exercised.

Security ownership of management

        The table below sets forth the following information for each of our organizers, directors and executive officers:

•

his or her age as of June 30, 2004;



•

the number of shares of common stock he or she expects to purchase in the offering;



•

the number of shares of common stock he or she expects to own beneficially upon completion of the offering; and



•

the percentage that the number of shares beneficially owned bears to the minimum and maximum number of shares to be sold in the offering.

        The number of shares indicated in the table as beneficially owned, and the percentage ownership information, is based on "beneficial ownership" concepts as defined by the Securities and Exchange Commission. In general, beneficial ownership includes shares owned by spouses, minor children and other relatives residing in the same household, trusts, partnerships, corporations or deferred compensation plans which are affiliated with the principal. In addition, this table reflects organizer/director warrants and shareholder warrants, which will be exercisable upon issuance. The table does not reflect employee stock options that may be granted to a particular executive officer because employee stock options will not vest, in any part, prior to one year following the date Pacific Coast National

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Bank opens for business. The address of our directors and executive officers is the same as the address for Pacific Coast National Bancorp.

Name (Age)	Number of shares subscribed for	Number of shares beneficially owned		Percentage of minimum offering(8)		Percentage of maximum offering(9)
Colin Forkner (60)	2,500	3,000	(2)(3)	*		*
Michael Hahn (45)	10,000	22,000	(1)(2)(3)	1.28	%	1.15	%
Richard W. Grinyer (56)	25,000	40,000	(1)(2)(3)	2.33	%	2.09	%
Terry A. Stalk (49)	3,200	3,840	(2)(4)	*		*
Nanette Barbour (60)	10,000	22,000	(1)(2)	1.28	%	1.15	%
Dominic Burtech (44)	10,000	22,000	(1)(2)	1.28	%	1.15	%
Michael J. Crain (41)	10,000	22,000	(1)(2)	1.28	%	1.15	%
Michael V. Cummings (63)	10,000	16,000	(2)(5)	*		*
David E. Davies (69)	250	4,275	(2)(5)	*		*
Fred A. deBoom (68)	2,500	7,000	(2)(5)	*		*
Walter B. Grinyer (52)	10,000	22,000	(1)(2)	1.28	%	1.15	%
Benjamin L. Hemeyer (58)	10,000	22,000	(1)(2)	1.28	%	1.15	%
David Johnson (57)	2,500	7,000	(2)(5)	*		*
Richard D. Kay, Jr. (39)	10,000	22,000	(1)(2)	1.28	%	1.15	%
John R. Kennedy (48)	25,000	40,000	(1)(2)	2.33	%	2.09	%
R.D. King (44)	10,000	22,000	(1)(2)	1.28	%	1.15	%
William J. Lang (71)	10,000	22,000	(1)(2)	1.28	%	1.15	%
Dennis C. Lindeman (57)	14,000	30,800	(1)(2)(6)	1.79	%	1.61	%
Donald R. Mealing (44)	15,000	28,000	(1)(2)	1.63	%	1.46	%
Denis H. Morgan (51)	12,500	25,000	(1)(2)	1.46	%	1.31	%
John S. Najjar (47)	10,000	22,000	(1)(2)	1.28	%	1.15	%
Stephen W. Pezman (63)	10,000	22,000	(1)(2)	1.28	%	1.15	%
Hans Schroeder (37)	25,000	40,000	(1)(2)	2.33	%	2.09	%
James W. Shute (38)	10,000	22,000	(1)(2)	1.28	%	1.15	%
Charles Speck (43)	10,000	22,000	(1)(2)	1.28	%	1.15	%
John Vuona (46)	2,500	7,000	(2)(5)	*		*
Leonard O. Yamamoto (50)	15,000	28,000	(1)(2)	1.63	%	1.46	%
Jennifer Navarro-Yhap (47) & Benjamin Yhap (60)	10,000	22,000	(1)(2)(7)	1.28	%	1.15	%
All organizers, directors and executive officers, as a group (29 persons)	294,950	587,915		29.50	%	26.81	%

Notes to beneficial ownership table

(1)

Includes organizer warrants to acquire 10,000 shares of common stock per organizer.

(2)

Includes shareholder warrants to acquire one share for each five shares purchased in the offering.

(3)

Does not include options to acquire shares of common stock equal to 4.0% of the shares sold in the offering.

(4)

Does not include options to acquire shares of common stock equal to 2.5% of the shares sold in the offering.

(5)

Includes outside director warrants to acquire 4,000 shares of common stock per outside director.

(6)

Includes organizer warrants to acquire 14,000 shares of common stock.

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(7)

Jennifer Navarro-Yhap and Benjamin Yhap are considered one organizer.

(8)

Based on 1,700,000 shares of stock outstanding, plus the organizer/director warrants beneficially held by the person or the group, as applicable.

(9)

Based on 1,900,000 shares of stock outstanding, plus the organizer/director warrants beneficially held by the person or the group, as applicable.

RELATED PARTY TRANSACTIONS

        We expect to enter into banking and other business transactions in the ordinary course of business with our directors and officers, including members of their families and corporations, partnerships or other organizations in which they have a controlling interest. If these transactions occur, each transaction will be on the following terms:

•

In the case of banking transactions, each transaction will be on substantially the same terms, including price or interest rate and collateral, as those prevailing at the time for comparable transactions with unrelated parties, and any banking transactions will not be expected to involve more than the normal risk of collectibility or present other unfavorable features to Pacific Coast National Bank;



•

In the case of business transactions, each transaction will be on terms no less favorable than could be obtained from an unrelated third party; and



•

In the case of all related party transactions, each transaction will be approved by a majority of the directors, including a majority of the directors who do not have an interest in the transaction.

        In addition to these transactions, we have entered into business transactions with two of our organizers. James Shute, who is actively engaged in the business of real estate investment and consulting, has served as our leasing agent in connection our lease on the proposed San Clemente location. He is expected to receive a commission from Olen Commercial Realty Corporation in the approximate amount of $55,949 when the Bank opens for business. Finally, Richard Kay is leasing space, on a month-to-month basis, to Pacific Coast National Bancorp and upon receipt of preliminary approval, the Bank, for its temporary offices at 1291 Puerta Del Sol, San Clemente, California. The lease arrangement provides for payments of $1,750 per month from April 1, 2004 to August 31, 2004 and of $3,000 per month as of September 1, 2004.

DESCRIPTION OF COMMON STOCK

The following discussion summarizes some of the important rights of our shareholders. This discussion does not purport to be a complete description of these rights and may not contain all of the information regarding our common stock that is important to you. These rights can be determined in full only by reference to federal and state banking laws and regulations, the California Business Corporation Act and our articles of incorporation and bylaws.

General

        Our articles of incorporation authorize our board of directors, without shareholder approval, to issue up to 10,000,000 shares of common stock, $.01 par value, of which at least 1,700,000 shares will be issued in this offering. A maximum of 399,000 shares will be reserved for issuance under our stock incentive plan, the exact number of which will be equal to 21.0% of the total number of shares issued in the offering. Similarly, a number of shares equal to the number of organizer/director and initial shareholder warrants will be reserved for issuance upon the exercise of warrants to be granted to our directors, organizers and shareholders after Pacific Coast National Bank opens for business. We expect

44

to issue 234,000 organizer/director warrants when the Bank opens for business, and we will also issue to each initial shareholder warrants allowing an initial shareholder to purchase one share of common stock for every five shares that he or she purchases in the offering.

        All shares of our common stock will be entitled to share equally in dividends from legally available funds, when, as, and if declared by our board of directors. We do not anticipate that we will pay any cash dividends on our common stock in the near future. If we were to voluntarily or involuntarily liquidate or dissolve, all shares of our common stock would be entitled to share equally in all of our remaining assets available for distribution to our shareholders. Each holder of common stock will be entitled to one vote for each share on all matters submitted to the shareholders. Whenever we issue new shares of capital stock, holders of our common stock will not have any preemptive right to acquire any authorized but unissued shares of our capital stock. No cumulative voting, redemption, sinking fund or conversion rights or provisions apply to our common stock. All shares of our common stock issued in the offering as described in this prospectus will be fully paid and non-assessable.

Authorized but unissued shares

        The authorized but unissued shares of our common stock will be available for future issuance without shareholder approval. These additional shares may be used for a variety of corporate purposes, including future public or private offerings to raise additional capital, corporate acquisitions, and employee benefit plans. The existence of authorized but unissued and unreserved shares of our common stock may enable our board of directors to issue shares to persons friendly to current management, which could render more difficult or discourage any attempt to obtain control of our corporation by means of a proxy contest, tender offer, merger or otherwise, and thereby protect the continuity of management and possibly deprive the shareholders of opportunities to sell their shares of common stock for prices higher than prevailing market prices.

Warrants

        We expect to fund our organizational expenses from direct cash advances made by our organizers and from draws under a line of credit extended to us by TIB—The Independent BankersBank. Each of our organizers is providing a limited guarantee of the amounts drawn under the line of credit. We expect the organizational and pre-opening expenses to total approximately $2.1 million and describe them more fully in the section titled "Use of Proceeds—Organizational expenses," beginning on page 8. In the event that Pacific Coast National Bank does not open, our organizers will bear the risk of loss with respect to the direct cash advances and may be pursued by TIB—The Independent BankersBank with respect to any funds advanced under the pre-opening line of credit.

        We also recognize that our organizers and our proposed directors have played, and will continue to play, a critical role in the organizational process. Accordingly, in recognition of the expertise imparted and the time expended, and to be expended, by each of our organizers and proposed directors in the organizational process, as well as the substantial financial risks undertaken by the members of our organizing group, we intend to grant an aggregate of 234,000 warrants to our organizers and proposed directors. Each of our organizers, other than Dennis Lindeman, who is contributing his time and expertise, and placing funds "at risk" by means of the direct cash advances and limited guaranties, will receive warrants to purchase 10,000 shares of our common stock. Mr. Lindeman, who is the proposed Chairman of Pacific Coast National Bancorp and the Bank, has contributed significantly more time and effort during the organizational process than any other organizer who is not slated to be a senior executive officer of the Bank. Accordingly, for his efforts and the funds that he has placed "at risk" by means of direct cash advances and limited guaranties, he will receive warrants to purchase 14,000 shares of our common stock. Finally, five of the proposed initial directors of the Bank are not organizers of the proposed bank. However, each has imparted expertise and expended considerable time and effort during the organizational process and will receive warrants to purchase 4,000 shares of

45

common stock. These warrants will be exercisable at a price of $10.00 per share, the initial offering price, and may be exercised within ten years of the date that the Bank opens for business.

        In addition to the organizer/director warrants, each of our initial shareholders will receive warrants in recognition of the additional financial risk of investing in Pacific Coast National Bancorp from inception. Each initial shareholder will receive warrants to purchase one share of common stock for every five shares that he or she purchases in the offering. For example, if an investor purchases 6,000 shares of our common stock in this offering, he will receive warrants to purchase an additional 1,200 shares of our common stock. The initial shareholder warrants will vest on the date Pacific Coast National Bank opens for business and will expire three years later. Initial shareholder warrants are exercisable at a price of $12.50 per share.

        Organizer and initial shareholder warrants to purchase fractional shares will not be issued. Instead, we will round down to the next whole number in calculating the number of warrants to issue to any shareholder. Holders of warrants will be able to profit from any rise in the market price of our common stock over the exercise price of the warrants because they will be able to purchase shares of our common stock at a price that is less than the then current market value. If the Bank's capital falls below the minimum level required by the Comptroller, we may be directed to require the holders to exercise or forfeit their warrants.

Dividends

        Because, as a holding company, we will initially conduct no material activities other than holding the common stock of Pacific Coast National Bank, our ability to pay dividends will depend on the receipt of dividends from the Bank. Initially, we expect that the Bank will retain all of its earnings to support its operations and to expand its business. Additionally, Pacific Coast National Bancorp and the Bank are subject to significant regulatory restrictions on the payment of cash dividends. In light of these restrictions and the need to retain and build capital, neither Pacific Coast National Bancorp nor the Bank plans to pay dividends until we become profitable and recover any losses incurred during our initial operations. The payment of future dividends and the dividend policies of Pacific Coast National Bancorp and the Bank will depend on our earnings, capital requirements and financial condition, as well as other factors that our respective boards of directors consider relevant. See "Supervision and Regulation" beginning on page 8 for additional discussion of legal and regulatory restrictions on the payment of dividends.

Selected provisions of our articles of incorporation and bylaws

        Protective provisions.    Certain provisions of our articles of incorporation and bylaws highlighted below may be deemed to have anti-takeover effects and may delay, prevent or make more difficult unsolicited tender offers or takeover attempts that a shareholder may consider to be in his or her best interest, including those attempts that might result in a premium over the market price for the shares held by shareholders. These provisions may also have the effect of making it more difficult for third parties to cause the replacement of our current management. These provisions include:

•

the availability of authorized but unissued shares for issuance from time to time at the discretion of our board of directors;



•

bylaw provisions enabling our board of directors to increase, between annual meetings, the number of persons serving as directors and to fill the vacancies created as a result of the increase by a majority vote of the directors present at the meeting; and



•

bylaw provisions establishing an advance notice procedure with regard to business to be brought before an annual or special meeting of shareholders and with regard to the nomination of candidates for election as directors, other than by or at the direction of the board of directors.

46

        Although our bylaws do not give our board of directors any power to approve or disapprove shareholder nominations for the election of directors or proposals for action, they may have the effect of precluding a contest for the election of directors or the consideration of shareholder proposals if the established procedures are not followed, and of discouraging or deterring a third party from conducting a solicitation of proxies to elect its own slate of directors or to approve its proposal without regard to whether consideration of the nominees or proposals might be harmful or beneficial to us and our shareholders.

        Indemnification.    Our articles of incorporation provide generally that we shall indemnify and hold harmless each of our directors and executive officers and may indemnify any other person acting on our behalf in connection with any actual or threatened action, proceeding or investigation, subject to limited exceptions. For example, we will not indemnify any person from or against expenses, liabilities, judgments, fines, penalties or other payments resulting from

•

an administrative proceeding in which civil money penalties are imposed by an appropriate regulatory agency; or



•

other matters for which the person is determined to be liable for willful or intentional misconduct in the performance of his duty to the corporation, unless and only to the extent that a court shall determine indemnification to be fair despite the adjudication of liability.

In addition, to the extent that indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Pacific Coast National Bancorp, we have been advised that, in the opinion of the Securities and Exchange Commission, this indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

        Limitation of liability.    Our articles of incorporation limit the personal liability of our directors and officers in actions brought on our behalf or on behalf of our shareholders for monetary damages as a result of a director's or officer's acts or omissions while acting in a capacity as a director or officer, with certain exceptions. Consistent with the California Business Corporation Act, our articles of incorporation do not limit the personal liability of our directors and officers in connection with

•

a breach of a director's duty of loyalty to the corporation or its shareholders;



•

an act or omission not in good faith that constitutes a breach of the duty of the director to the corporation or an act or omission that involves intentional misconduct or a knowing violation of the law;



•

a transaction from which a director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office; or



•

an act or omission for which the liability of a director is expressly provided for by statute.

        Our articles of incorporation also contain a provision that, in the event that California law is amended in the future to authorize corporate action further eliminating or limiting the personal liability of directors or eliminating or limiting the personal liability of officers, the liability of a director or officer of the corporation will be eliminated or limited to the fullest extent permitted by law. Our articles of incorporation do not eliminate or limit our right or the right of our shareholders to seek injunctive or other equitable relief not involving monetary damages.

Shareholder action upon written consent

        Our articles of incorporation provide that any action required or permitted by law to be taken at a meeting of our shareholders may be taken without a meeting, without prior notice, and without a vote, if a written consent setting forth the action taken is signed by the holders of shares representing not

47

less than the minimum number of votes that would be necessary to take such action at a meeting at which all shares entitled to vote were present and voted.

Shares eligible for future sale

        Upon completion of the offering, we will have between 1,700,000 and 1,900,000 shares of common stock outstanding. These shares of common stock will be freely tradable without restriction, except that "affiliates" of Pacific Coast National Bancorp must comply with the resale limitations of Rule 144 under the Securities Act. An "affiliate" is a person who directly or indirectly controls, is controlled by, or is under common control with, Pacific Coast National Bancorp. Affiliates of a company generally include its directors, executive officers and principal shareholders.

        In general, under Rule 144, affiliates will be entitled to sell within any three-month period a number of shares that does not exceed the greater of the following:

•

1% of the outstanding shares of common stock; or



•

the average weekly trading volume during the four calendar weeks preceding his or her sale.

        Sales under Rule 144 are also subject to provisions regarding the manner of sale, notice requirements and the availability of current public information about Pacific Coast National Bancorp. Affiliates will not be subject to the volume restrictions and other limitations under Rule 144 beginning ninety days after their status as an affiliate ends.

        Prior to the offering, there has been no public market for the common stock, and we cannot predict the effect, if any, that the sale of shares or the availability of shares for sale will have on the market price prevailing from time to time. Nevertheless, sales of substantial amounts of common stock in the public market could adversely affect prevailing market prices and our ability to raise equity capital in the future.

SUPERVISION AND REGULATION

        Banking is a complex, highly regulated industry. Consequently, the growth and earnings performance of Pacific Coast National Bancorp and Pacific Coast National Bank can be affected, not only by management decisions and general and local economic conditions, but also by the statutes administered by, and the regulations and policies of, various governmental regulatory authorities. These authorities include, but are not limited to, the Federal Reserve, the FDIC, the Comptroller, the Internal Revenue Service and state taxing authorities. The effect of these statutes, regulations and policies and any changes to any of them can be significant and cannot be predicted.

        The primary goals of the Bank regulatory scheme are to maintain a safe and sound banking system and to facilitate the conduct of sound monetary policy. In furtherance of these goals, Congress has created several largely autonomous regulatory agencies and enacted numerous laws that govern banks, bank holding companies and the banking industry. The system of supervision and regulation applicable to Pacific Coast National Bancorp and the Bank establishes a comprehensive framework for their respective operations and is intended primarily for the protection of the FDIC's deposit insurance funds, the Bank's depositors and the public, rather than the shareholders and creditors. The following is an attempt to summarize some of the relevant laws, rules and regulations governing banks and bank holding companies, but does not purport to be a complete summary of all applicable laws, rules and regulations governing banks and bank holding companies. The descriptions are qualified in their entirety by reference to the specific statutes and regulations discussed.

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Pacific Coast National Bancorp

        General.    Upon our acquisition of all of the capital stock of Pacific Coast National Bank following receipt of Federal Reserve approval, we will be a bank holding company registered with, and subject to regulation by, the Federal Reserve under the "Bank Holding Company Act of 1956, as amended" (Bank Holding Company Act). The Bank Holding Company Act and other federal laws subject bank holding companies to particular restrictions on the types of activities in which they may engage, and to a range of supervisory requirements and activities, including regulatory enforcement actions for violations of laws and regulations.

        In accordance with Federal Reserve policy, we are expected to act as a source of financial strength to the Bank and commit resources to support the Bank. This support may be required under circumstances when we might not be inclined to do so absent this Federal Reserve policy. As discussed below, we could be required to guarantee the capital plan of the Bank if it becomes undercapitalized for purposes of banking regulations.

        Certain acquisitions.    The Bank Holding Company Act requires every bank holding company to obtain the prior approval of the Federal Reserve before (i) acquiring more than five percent of the voting stock of any bank or other bank holding company, (ii) acquiring all or substantially all of the assets of any bank or bank holding company, or (iii) merging or consolidating with any other bank holding company.

        Additionally, the Bank Holding Company Act provides that the Federal Reserve may not approve any of these transactions if it would result in or tend to create a monopoly or substantially lessen competition or otherwise function as a restraint of trade, unless the anti-competitive effects of the proposed transaction are clearly outweighed by the public interest in meeting the convenience and needs of the community to be served. The Federal Reserve is also required to consider the financial and managerial resources and future prospects of the bank holding companies and banks concerned and the convenience and needs of the community to be served. The Federal Reserve's consideration of financial resources generally focuses on capital adequacy, which is discussed below. As a result of the Patriot Act, which is discussed below, the Federal Reserve is also required to consider the record of a bank holding company and its subsidiary bank(s) in combating money laundering activities in its evaluation of bank holding company merger or acquisition transactions.

        Under the Bank Holding Company Act, if adequately capitalized and adequately managed, any bank holding company located in California may purchase a bank located outside of California. Conversely, an adequately capitalized and adequately managed bank holding company located outside of California may purchase a bank located inside California. In each case, however, restrictions currently exist on the acquisition of a bank that has only been in existence for a limited amount of time or will result in specified concentrations of deposits.

        Change in bank control.    Subject to various exceptions, the Bank Holding Company Act and the "Change in Bank Control Act of 1978," together with related regulations, require Federal Reserve approval prior to any person or company acquiring "control" of a bank holding company. Control is conclusively presumed to exist if an individual or company acquires 25% or more of any class of voting securities of the bank holding company. With respect to Pacific Coast National Bancorp, control is rebuttably presumed to exist if a person or company acquires 10% or more, but less than 25%, of any class of voting securities.

        Permitted activities.    Generally, bank holding companies are prohibited under the Bank Holding Company Act, from engaging in or acquiring direct or indirect control of more than 5% of the voting shares of any company engaged in any activity other than (i) banking or managing or controlling banks or (ii) an activity that the Federal Reserve determines to be so closely related to banking as to be a proper incident to the business of banking.

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        Activities that the Federal Reserve has found to be so closely related to banking as to be a proper incident to the business of banking include:

•

factoring accounts receivable;



•

making, acquiring, brokering or servicing loans and usual related activities;



•

leasing personal or real property;



•

operating a non-bank depository institution, such as a savings association;



•

trust company functions;



•

financial and investment advisory activities;



•

conducting discount securities brokerage activities;



•

underwriting and dealing in government obligations and money market instruments;



•

providing specified management consulting and counseling activities;



•

performing selected data processing services and support services;



•

acting as agent or broker in selling credit life insurance and other types of insurance in connection with credit transactions; and



•

performing selected insurance underwriting activities.

        Despite prior approval, the Federal Reserve has the authority to require a bank holding company to terminate an activity or terminate control of or liquidate or divest certain subsidiaries or affiliates when the Federal Reserve believes the activity or the control of the subsidiary or affiliate constitutes a significant risk to the financial safety, soundness or stability of any of its banking subsidiaries. A bank holding company that qualifies and elects to become a financial holding company is permitted to engage in additional activities that are financial in nature or incidental or complementary to financial activity. The Bank Holding Company Act expressly lists the following activities as financial in nature:

•

lending, exchanging, transferring, investing for others, or safeguarding money or securities;



•

insuring, guaranteeing or indemnifying against loss or harm, or providing and issuing annuities, and acting as principal, agent or broker for these purposes, in any state;



•

providing financial, investment or advisory services;



•

issuing or selling instruments representing interests in pools of assets permissible for a bank to hold directly;



•

underwriting, dealing in or making a market in securities;



•

other activities that the Federal Reserve may determine to be so closely related to banking or managing or controlling banks as to be a proper incident to managing or controlling banks;



•

foreign activities permitted outside of the United States if the Federal Reserve has determined them to be usual in connection with banking operations abroad;



•

merchant banking through securities or insurance affiliates; and



•

insurance company portfolio investments.

        To qualify to become a financial holding company, Pacific Coast National Bank and any other depository institution subsidiary that we may own at the time must be well capitalized and well managed and must have a Community Reinvestment Act rating of at least satisfactory. Additionally, the Company would be required to file an election with the Federal Reserve to become a financial holding

50

company and to provide the Federal Reserve with 30 days' written notice prior to engaging in a permitted financial activity. A bank holding company that falls out of compliance with these requirements may be required to cease engaging in some of its activities. The Federal Reserve serves as the primary "umbrella" regulator of financial holding companies, with supervisory authority over each parent company and limited authority over its subsidiaries. Expanded financial activities of financial holding companies generally will be regulated according to the type of such financial activity: banking activities by banking regulators, securities activities by securities regulators and insurance activities by insurance regulators. We currently have no plans to make a financial holding company election.

        Sound banking practice.    Bank holding companies are not permitted to engage in unsound banking practices. For example, the Federal Reserve's Regulation Y requires a holding company to give the Federal Reserve prior notice of any redemption or repurchase of its own equity securities, if the consideration to be paid, together with the consideration paid for any repurchases in the preceding year, is equal to 10% or more of the company's consolidated net worth. The Federal Reserve may oppose the transaction if it believes that the transaction would constitute an unsafe or unsound practice or would violate any law or regulation. As another example, a holding company could not impair its subsidiary bank's soundness by causing it to make funds available to non-banking subsidiaries or their customers if the Federal Reserve believed it not prudent to do so.

        The "Financial Institutions Reform, Recovery and Enforcement Act of 1989" (FIRREA) expanded the Federal Reserve's authority to prohibit activities of bank holding companies and their non-banking subsidiaries which represent unsafe and unsound banking practices or which constitute violations of laws or regulations. FIRREA increased the amount of civil money penalties which the Federal Reserve can assess for activities conducted on a knowing and reckless basis, if those activities caused a substantial loss to a depository institution. The penalties can be as high as $1,000,000 for each day the activity continues. FIRREA also expanded the scope of individuals and entities against which such penalties may be assessed.

        Anti-tying restrictions.    Bank holding companies and affiliates are prohibited from tying the provision of services, such as extensions of credit, to other services offered by a holding company or its affiliates.

        Dividends.    Consistent with its policy that bank holding companies should serve as a source of financial strength for their subsidiary banks, the Federal Reserve has stated that, as a matter of prudence, Pacific Coast National Bancorp, a bank holding company, generally should not maintain a rate of distributions to shareholders unless its available net income has been sufficient to fully fund the distributions, and the prospective rate of earnings retention appears consistent with the bank holding company's capital needs, asset quality and overall financial condition. In addition, we are subject to certain restrictions on the making of distributions as a result of the requirement that the Bank maintain an adequate level of capital as described below. As a California corporation, we are restricted under the "California Business Corporation Act of 1957" from paying dividends under certain conditions. Please see the section titled "Description of Common Stock—Dividends" beginning on page 8 for further information regarding the laws and regulations affecting our ability to pay dividends.

Pacific Coast National Bank

        On June 2, 2004, we filed an application with the Comptroller to organize a new national bank having its main office in San Clemente, California and with the FDIC for federal deposit insurance. Each of these applications is pending. While approval is not assured, we have no reason to believe that those approvals will not be forthcoming and anticipate that the Bank will receive preliminary approval as a bank in organization during the fourth quarter of 2004. These approvals will be subject to certain conditions including, among others, that we capitalize the Bank with at least $14.3 million within one year following preliminary approval, complete a satisfactory pre-opening examination and open the

51

Bank within 18 months following preliminary approval. The preliminary regulatory approval may also contain other conditions that must be satisfied prior to opening the Bank. However, we would not expect to receive final approval of our regulatory applications until the offering is completed.

        Upon the approval of the Comptroller and FDIC to organize as a national bank, the Bank will be subject to the supervision, examination and reporting requirements of the National Bank Act and the regulations of the Comptroller. The Comptroller will regularly examine the Bank's operations and will have the authority to approve or disapprove mergers, the establishment of branches and similar corporate actions. The Comptroller will also have the power to prevent the continuance or development of unsafe or unsound banking practices or other violations of law. The Bank will also be subject to numerous state and federal statutes and regulations that affect its business, activities and operations. The Bank's deposits will be insured by the FDIC to the maximum extent provided by law.

        To assist us in the preparation of our regulatory applications, we have engaged Bankmark & Financial Marketing Services, a California-based consulting group. Bankmark has assisted us in the preparation of our regulatory applications, including preparing an economic assessment of the market area, working with our management team to develop a business plan and pro forma financial information for the applications, meeting with our organizers and proposed directors to discuss their respective roles and assisting them in completing their portions of the application, preparing materials for the pre-filing meetings with the regulatory agencies and preparing the complete Interagency Charter and Federal Deposit Insurance Application that was filed with the regulatory agencies. Following the filing of the applications, Bankmark has assisted us in providing responses to matters related to the applications raised by, and requests for additional information made by, the regulatory agencies. Under our agreement with Bankmark, we have agreed to pay the firm a consulting fee of $85,000.

        Branching.    National banks are required by the National Bank Act to adhere to branching laws applicable to state banks in the states in which they are located. Under current California law, banks are permitted to establish branch offices throughout California with prior regulatory approval. In addition, with prior regulatory approval, banks are permitted to acquire branches of existing banks located in California. Finally, banks generally may branch across state lines by merging with banks in other states if allowed by the applicable states' laws. California law, with limited exceptions, currently permits branching across state lines through interstate mergers. Under the Federal Deposit Insurance Act, states may "opt-in" and allow out-of-state banks to branch into their state by establishing a new start-up branch in the state. California law currently permits de novo branching into the state of California on a reciprocal basis, meaning that an out-of-state bank may establish a new start-up branch in California only if its home state has also elected to permit de novo branching into that state.

        Prompt corrective action.    The "Federal Deposit Insurance Corporation Improvement Act of 1991" (FDICIA) established a system of prompt corrective action to resolve the problems of undercapitalized financial institutions. Under this system, the federal banking regulators have established five capital categories ("well capitalized," "adequately capitalized," "undercapitalized," "significantly undercapitalized" and "critically undercapitalized"), and all institutions are assigned one such category. Federal banking regulators are required to take various mandatory supervisory actions and are authorized to take other discretionary actions with respect to institutions in the three undercapitalized categories. The severity of the action depends upon the capital category in which the institution is placed. Generally, subject to a narrow exception, the banking regulator must appoint a receiver or conservator for an institution that is "critically undercapitalized." The federal banking agencies have specified by regulation the relevant capital level for each category. An institution that is categorized as "undercapitalized," "significantly undercapitalized," or "critically undercapitalized" is required to submit an acceptable capital restoration plan to its appropriate federal banking agency. A bank holding company must guarantee that a subsidiary depository institution meets its capital restoration plan, subject to various limitations. The controlling holding company's obligation to fund a capital restoration plan is limited to the lesser of 5% of an "undercapitalized" subsidiary's assets at the time it became

52

"undercapitalized" or the amount required to meet regulatory capital requirements. An "undercapitalized" institution is also generally prohibited from increasing its average total assets, making acquisitions, establishing any branches or engaging in any new line of business, except under an accepted capital restoration plan or with FDIC approval. The regulations also establish procedures for downgrading an institution to a lower capital category based on supervisory factors other than capital.

        Deposit insurance assessments.    Banks must pay assessments to the FDIC for federal deposit insurance protection. The FDIC has adopted a risk-based assessment system as required by FDICIA. Under this system, FDIC-insured depository institutions pay insurance premiums at rates based on their risk classification. Institutions assigned to higher risk classifications (that is, institutions that pose a higher risk of loss to their respective deposit insurance funds) pay assessments at higher rates than institutions that pose a lower risk. An institution's risk classification is assigned based on its capital levels and the level of supervisory concern the institution poses to the regulators. In addition, the FDIC can impose special assessments in certain instances. The FDIC may terminate its insurance of deposits if it finds that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order, or condition imposed by the FDIC.

        Expanded financial activities.    Similar to bank holding companies, the "Gramm-Leach-Bliley Financial Services Modernization Act of 1999" expanded the types of activities in which a bank may engage. Generally, a bank may engage in activities that are financial in nature through a "financial subsidiary" if the bank and each of its depository institution affiliates are "well capitalized," "well managed" and have at least a "satisfactory" rating under the Community Reinvestment Act. However, applicable law and regulation provide that the amount of investment in these activities generally are limited to 45% of the total assets of Pacific Coast National Bank, and these investments are deducted when determining compliance with capital adequacy guidelines. Further, the transactions between the Bank and this type of subsidiary are subject to a number of limitations.

        Expanded financial activities of national banks generally will be regulated according to the type of such financial activity: banking activities by banking regulators, securities activities by securities regulators and insurance activities by insurance regulators. The Bank currently has no plans to conduct any activities through financial subsidiaries.

        Community Reinvestment Act.    The Community Reinvestment Act requires that, in connection with examinations of financial institutions within their respective jurisdictions, the Federal Reserve, the FDIC, or the Comptroller, shall evaluate the record of each financial institution in meeting the credit needs of its local community, including low and moderate-income neighborhoods. These facts are also considered in evaluating mergers, acquisitions, and applications to open a branch or facility. Failure to adequately meet these criteria could impose additional requirements and limitations on the Bank. Because our aggregate assets are currently less than $250 million, under the Gramm-Leach-Bliley Act, we are subject to a Community Reinvestment Act examination only once every 60 months if we receive an outstanding rating, once every 48 months if we receive a satisfactory rating and as needed if our rating is less than satisfactory. Additionally, we must publicly disclose the terms of various Community Reinvestment Act-related agreements.

        Other regulations.    Interest and other charges collected or contracted for by the Bank will be subject to state usury laws and federal laws concerning interest rates. The Bank's loan operations are also subject to federal laws applicable to credit transactions, such as:

•

the federal "Truth-In-Lending Act," governing disclosures of credit terms to consumer borrowers;

53

•

the "Home Mortgage Disclosure Act of 1975," requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;



•

the "Equal Credit Opportunity Act," prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;



•

the "Fair Credit Reporting Act of 1978," governing the use and provision of information to credit reporting agencies;



•

the "Fair Debt Collection Act," governing the manner in which consumer debts may be collected by collection agencies; and



•

the rules and regulations of the various federal agencies charged with the responsibility of implementing these federal laws.

        The deposit operations of Pacific Coast National Bank will be subject to:

•

the "Right to Financial Privacy Act," which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records; and



•

the "Electronic Funds Transfer Act" and Regulation E issued by the Federal Reserve to implement that act, which govern automatic deposits to and withdrawals from deposit accounts and customers' rights and liabilities arising from the use of automated teller machines and other electronic banking services.

        Dividends.    The Bank is required by federal law to obtain prior approval of the Comptroller for payments of dividends if the total of all dividends declared by its board of directors in any year will exceed its net profits earned during the current year combined with its retained net profits of the immediately preceding two years, less any required transfers to surplus. In addition, the Bank will be unable to pay dividends unless and until it has positive retained earnings. We expect to commence operations with an accumulated deficit as a result of organizational expenses attributable to the Bank and to generate losses during our early periods of operations. Accordingly, we will be unable to pay dividends until the accumulated deficit is eliminated.

        In addition, under FDICIA, the Bank may not pay any dividend if the payment of the dividend would cause the Bank to become undercapitalized or in the event the Bank is "undercapitalized." The Comptroller may further restrict the payment of dividends by requiring that a financial institution maintain a higher level of capital than would otherwise be required to be "adequately capitalized" for regulatory purposes. Moreover, if, in the opinion of the Comptroller, the Bank is engaged in an unsound practice (which could include the payment of dividends), the Comptroller may require, generally after notice and hearing, that the Bank cease such practice. The Comptroller has indicated that paying dividends that deplete a depository institution's capital base to an inadequate level would be an unsafe banking practice. Moreover, the Comptroller has also issued policy statements providing that insured depository institutions generally should pay dividends only out of current operating earnings.

        Capital adequacy.    The Federal Reserve monitors the capital adequacy of bank holding companies, such as Pacific Coast National Bancorp, and the Comptroller monitors the capital adequacy of Pacific Coast National Bank. The federal bank regulators use a combination of risk-based guidelines and leverage ratios to evaluate capital adequacy and consider these capital levels when taking action on various types of applications and when conducting supervisory activities related to the safety and soundness of Pacific Coast National Bancorp and Pacific Coast National Bank. The risk-based guidelines apply on a consolidated basis to bank holding companies with consolidated assets of $150 million or more and, generally, on a bank-only basis for bank holding companies with less than

54

$150 million in consolidated assets. Each insured depository subsidiary of a bank holding company with less than $150 million in consolidated assets is expected to be "well-capitalized."

        The risk-based capital standards are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies, to account for off-balance sheet exposure, and to minimize disincentives for holding liquid assets. Assets and off-balance sheet items, such as letters of credit and unfunded loan commitments, are assigned to broad risk categories, each with appropriate risk weights. The resulting capital ratios represent capital as a percentage of total risk-weighted assets and off-balance sheet items.

        The minimum guideline for the ratio of total capital to risk-weighted assets is 8%. Total capital consists of two components, Tier 1 Capital and Tier 2 Capital. Tier 1 Capital generally consists of common stock, minority interests in the equity accounts of consolidated subsidiaries, non-cumulative perpetual preferred stock, and a limited amount of qualifying cumulative perpetual preferred stock, less goodwill and other specified intangible assets. Tier 1 Capital must equal at least 4% of risk-weighted assets. Tier 2 Capital generally consists of subordinated debt, preferred stock (other than that which is included in Tier 1 Capital), and a limited amount of loan loss reserves. The total amount of Tier 2 Capital is limited to 100% of Tier 1 Capital.

        In addition, the Federal Reserve has established minimum leverage ratio guidelines for bank holding companies with assets of $150 million or more. These guidelines provide for a minimum ratio of Tier 1 Capital to average assets, less goodwill and other specified intangible assets, of 3% for bank holding companies that meet specified criteria, including having the highest regulatory rating and implementing the Federal Reserve's risk-based capital measure for market risk. All other bank holding companies with assets of $150 million or more generally are required to maintain a leverage ratio of at least 4%. The guidelines also provide that holding companies of such size experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels without reliance on intangible assets. The Federal Reserve considers the leverage ratio and other indicators of capital strength in evaluating proposals for expansion or new activities. The Federal Reserve and the FDIC recently adopted amendments to their risk-based capital regulations to provide for the consideration of interest rate risk in the agencies' determination of a banking institution's capital adequacy.

        Failure to meet capital guidelines could subject a bank or bank holding company to a variety of enforcement remedies, including issuance of a capital directive, the termination of deposit insurance by the FDIC, a prohibition on accepting brokered deposits, and other restrictions on its business. As described above, significant additional restrictions can be imposed on FDIC-insured depository institutions that fail to meet applicable capital requirements.

        Restrictions on transactions with affiliates and loans to insiders.    Pacific Coast National Bancorp and Pacific Coast National Bank are subject to the provisions of Section 23A of the Federal Reserve Act. Section 23A places limits on the amount of:

•

a bank's loans or extensions of credit to affiliates;



•

a bank's investment in affiliates;



•

assets a bank may purchase from affiliates, except for real and personal property exempted by the Federal Reserve;



•

the amount of loans or extensions of credit to third parties collateralized by the securities or obligations of affiliates; and



•

a bank's guarantee, acceptance or letter of credit issued on behalf of an affiliate.

55

        The total amount of the above transactions is limited in amount, as to any one affiliate, to 10% of a bank's capital and surplus and, as to all affiliates combined, to 20% of a bank's capital and surplus. In addition to the limitation on the amount of these transactions, each of the above transactions must also meet specified collateral requirements. The Bank must also comply with other provisions designed to avoid the taking of low-quality assets.

        Pacific Coast National Bancorp and Pacific Coast National Bank are also subject to the provisions of Section 23B of the Federal Reserve Act which, among other things, prohibit an institution from engaging in the transactions with affiliates unless the transactions are on terms substantially the same, or at least as favorable to the institution or its subsidiaries, as those prevailing at the time for comparable transactions with nonaffiliated companies.

        The Bank is also subject to restrictions on extensions of credit to its executive officers, directors, principal shareholders and their related interests. These extensions of credit (1) must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with third parties and (2) must not involve more than the normal risk of repayment or present other unfavorable features.

        Privacy.    Financial institutions are required to disclose their policies for collecting and protecting confidential information. Customers generally may prevent financial institutions from sharing personal financial information with nonaffiliated third parties except for third parties that market the institutions' own products and services. Additionally, financial institutions generally may not disclose consumer account numbers to any nonaffiliated third party for use in telemarketing, direct mail marketing or other marketing through electronic mail to consumers.

        Anti-terrorism legislation.    In the wake of the tragic events of September 11^th, on October 26, 2001, the President signed into law the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001. Also known as the "Patriot Act," the law enhances the powers of the federal government and law enforcement organizations to combat terrorism, organized crime and money laundering. The Patriot Act significantly amends and expands the application of the Bank Secrecy Act, including enhanced measures regarding customer identity, new suspicious activity reporting rules and enhanced anti-money laundering programs.

        Under the Patriot Act, financial institutions are subject to prohibitions against specified financial transactions and account relationships as well as enhanced due diligence and "know your customer" standards in their dealings with foreign financial institutions and foreign customers. For example, the enhanced due diligence policies, procedures and controls generally require financial institutions to take reasonable steps:

•

to conduct enhanced scrutiny of account relationships to guard against money laundering and report any suspicious transaction;



•

to ascertain the identity of the nominal and beneficial owners of, and the source of funds deposited into, each account as needed to guard against money laundering and report any suspicious transactions;



•

to ascertain for any foreign bank, the shares of which are not publicly traded, the identity of the owners of the foreign bank and the nature and extent of the ownership interest of each such owner; and



•

to ascertain whether any foreign bank provides correspondent accounts to other foreign banks and, if so, the identity of those foreign banks and related due diligence information.

        Under the Patriot Act, financial institutions must also establish anti-money laundering programs. The Patriot Act sets forth minimum standards for these programs, including: (i) the development of

56

internal policies, procedures and controls; (ii) the designation of a compliance officer; (iii) an ongoing employee training program; and (iv) an independent audit function to test the programs.

        In addition, the Patriot Act requires the bank regulatory agencies to consider the record of a bank or bank holding company in combating money laundering activities in their evaluation of bank and bank holding company merger or acquisition transactions. Regulations proposed by the U.S. Department of the Treasury to effectuate certain provisions of the Patriot Act provide that all transaction or other correspondent accounts held by a U.S. financial institution on behalf of any foreign bank must be closed within 90 days after the final regulations are issued, unless the foreign bank has provided the U.S. financial institution with a means of verification that the institution is not a "shell bank." Proposed regulations interpreting other provisions of the Patriot Act are continuing to be issued.

        Under the authority of the Patriot Act, the Secretary of the Treasury adopted rules on September 26, 2002 increasing the cooperation and information sharing among financial institutions, regulators and law enforcement authorities regarding individuals, entities and organizations engaged in, or reasonably suspected based on credible evidence of engaging in, terrorist acts or money laundering activities. Under these rules, a financial institution is required to:

•

expeditiously search its records to determine whether it maintains or has maintained accounts, or engaged in transactions with individuals or entities, listed in a request submitted by the Financial Crimes Enforcement Network ("FinCEN");



•

notify FinCEN if an account or transaction is identified;



•

designate a contact person to receive information requests;



•

limit use of information provided by FinCEN to: (1) reporting to FinCEN, (2) determining whether to establish or maintain an account or engage in a transaction and (3) assisting the financial institution in complying with Pacific Coast National Bank Secrecy Act; and



•

maintain adequate procedures to protect the security and confidentiality of FinCEN requests.

        Under the new rules, a financial institution may also share information regarding individuals, entities, organizations and countries for purposes of identifying and, where appropriate, reporting activities that it suspects may involve possible terrorist activity or money laundering. Such information-sharing is protected under a safe harbor if the financial institution: (i) notifies FinCEN of its intention to share information, even when sharing with an affiliated financial institution; (ii) takes reasonable steps to verify that, prior to sharing, the financial institution or association of financial institutions with which it intends to share information has submitted a notice to FinCEN; (iii) limits the use of shared information to identifying and reporting on money laundering or terrorist activities, determining whether to establish or maintain an account or engage in a transaction, or assisting it in complying with the Bank Security Act; and (iv) maintains adequate procedures to protect the security and confidentiality of the information. Any financial institution complying with these rules will not be deemed to have violated the privacy requirements discussed above.

        The Secretary of the Treasury also adopted a rule on September 26, 2002 intended to prevent money laundering and terrorist financing through correspondent accounts maintained by U.S. financial institutions on behalf of foreign banks. Under the rule, financial institutions: (i) are prohibited from providing correspondent accounts to foreign shell banks; (ii) are required to obtain a certification from foreign banks for which they maintain a correspondent account stating the foreign bank is not a shell bank and that it will not permit a foreign shell bank to have access to the U.S. account; (iii) must maintain records identifying the owner of the foreign bank for which they may maintain a correspondent account and its agent in the United States designated to accept services of legal process; (iv) must terminate correspondent accounts of foreign banks that fail to comply with or fail to contest a

57

lawful request of the Secretary of the Treasury or the Attorney General of the United States, after being notified by the Secretary or Attorney General.

        Proposed legislation and regulatory action.    New regulations and statutes are regularly proposed that contain wide-ranging proposals for altering the structures, regulations and competitive relationships of the nation's financial institutions. We cannot predict whether or in what form any proposed regulation or statute will be adopted or the extent to which our business may be affected by any new regulation or statute.

        Effect of governmental monetary policies.    The commercial banking business is affected not only by general economic conditions but also by the fiscal and monetary policies of the Federal Reserve. Some of the instruments of fiscal and monetary policy available to the Federal Reserve include changes in the discount rate on member bank borrowings, the fluctuating availability of borrowings at the "discount window," open market operations, the imposition of and changes in reserve requirements against member banks' deposits and assets of foreign branches, the imposition of and changes in reserve requirements against certain borrowings by banks and their affiliates, and the placing of limits on interest rates that member banks may pay on time and savings deposits. Such policies influence to a significant extent the overall growth of bank loans, investments, and deposits and the interest rates charged on loans or paid on time and savings deposits. We cannot predict the nature of future fiscal and monetary policies and the effect of such policies on the future business and our earnings.

All of the above laws and regulations add significantly to the cost of operating Pacific Coast National Bank and thus have a negative impact on our profitability. It should also be noted that there has been a tremendous expansion experienced in recent years by certain financial service providers that are not subject to the same rules and regulations as Pacific Coast National Bancorp or Pacific Coast National Bank. These institutions, because they are not so highly regulated, have a competitive advantage over us and may continue to draw large amounts of funds away from traditional banking institutions, with a continuing adverse effect on the banking industry in general.

LEGAL MATTERS

        Jenkens & Gilchrist, a Professional Corporation, Dallas, Texas, will pass upon the validity of the shares of common stock offered by this prospectus and the organizer and shareholder warrants to be issued by Pacific Coast National Bancorp.

EXPERTS

        Our audited financial statements as of June 30, 2004, and for the period from July 2, 2003 (inception) to June 30, 2004, included in this prospectus have been included in reliance on the report of Vavrinek, Trine, Day & Co., LLP, independent certified public accountants, given on the authority of that firm as experts in accounting and auditing.

LEGAL PROCEEDINGS

        There are no material legal proceedings pending or, to our knowledge, pending against Pacific Coast National Bancorp or Pacific Coast National Bank.

REPORTS TO SHAREHOLDERS

        Upon the effective date of the Registration Statement on Form SB-2 that registers the shares of common stock offered by this prospectus with the Securities and Exchange Commission, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, which include requirements to file annual reports on Form 10-KSB and quarterly reports on Form 10-QSB with the Securities and Exchange Commission. This reporting obligation will continue through at least

58

December 31, 2004 and may also continue for subsequent fiscal years. The reporting obligation may be suspended for subsequent fiscal years if at the beginning of the year our common stock is held by fewer than 300 persons.

ADDITIONAL INFORMATION

        We have filed with the Securities and Exchange Commission a registration statement on Form SB-2 under the Securities Act for the common stock sold in this offering. This prospectus does not contain all of the information contained in the registration statement and the accompanying exhibits and schedules. For further information about us and our common stock, we refer you to the registration statement and the accompanying exhibits and schedules. Statements contained in this prospectus regarding the contents of any contract or any other document to which we refer are not necessarily complete. In each instance, reference is made to the copy of the contract or document filed as an exhibit to the registration statement, and each statement is qualified in all respects by that reference. Copies of the registration statement and the accompanying exhibits and schedules may be inspected without charge at the public reference facilities maintained by the Securities and Exchange Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of these materials may be obtained at prescribed rates from the Public Reference Room of the Securities and Exchange Commission Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains a web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Securities and Exchange Commission. The address of the site is http://www.sec.gov.

        We have filed or will file various regulatory applications with the FDIC, the Comptroller, and the Federal Reserve. These applications and the information they contain are not incorporated into this prospectus. You should rely only on information contained in this prospectus and in the related Registration Statement in making an investment decision. To the extent that other available information not presented in this prospectus, including information available from us and information in public files and records maintained by the Comptroller, and the Federal Reserve, is inconsistent with information presented in this prospectus or provides additional information, that information is superseded by the information presented in this prospectus and should not be relied on. Projections appearing in the applications are based on assumptions that we believe are reasonable, but as to which we can make no assurances. We specifically disaffirm those projections for purposes of this prospectus and caution you against relying on them for purposes of making an investment decision.

59

PACIFIC COAST NATIONAL BANCOR
(IN ORGANIZATION)


FINANCIAL STATEMENTS
WITH
INDEPENDENT AUDITORS' REPORT


JUNE 30, 2004

F-1

Vavrinek, Trine, Day & Co., LLP
Certified Public Accountants & Consultants

INDEPENDENT AUDITORS' REPORT

To the Organizers of
Pacific Coast National Bancorp (In Organization)

        We have audited the accompanying balance sheet of Pacific Coast National Bancorp (In Organization) as of June 30, 2004, and the related statements of operations, changes in shareholders' deficit, and cash flows for the period from July 2, 2003 (Inception) to June 30, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

        We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

        In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pacific Coast National Bancorp (In Organization) as of June 30, 2004, and the results of its operations and its cash flows for the period from July 2, 2003 (Inception) to June 30, 2004, in conformity with accounting principles generally accepted in the United States of America.

[Signature]

Laguna Hills, California
August 4, 2004

25231 Paseo De Alicia, Suite 100    Laguna Hill, CA 92653    Tel: 949.768.0833    Fax: 949.768.8408    www.vtdcpa.com

FRESNO • LAGUNA HILLS • PALO ALTO • PLEASANTON • RANCHO CUCAMONGA • SAN JOSE

F-2

PACIFIC COAST NATIONAL BANCORP (IN ORGANIZATION)

BALANCE SHEET
June 30, 2004

ASSETS
	Cash and Cash Equivelants		$	129,030
	Furniture, Fixtures and Equipment			13,655
	Rent Deposits			34,701
			$	177,386
LIABILITIES AND SHAREHOLDERS' DEFICIT
LIABILITIES
	Accounts Payable and Accrued Expenses		$	111,035
	Due to Organizers			745,000
		TOTAL LIABILITIES		856,035
COMMITMENTS				—
SHAREHOLDERS' DEFICIT
	Common Stock, $0.01 par value; 10,000,000 shares     Authorized; None Issued and Outstanding			—
	Deficit Accumulated During the Organizational Period			(678,649	)
		TOTAL SHAREHOLDERS' DEFICIT		(678,649	)
			$	177,386

The accompanying notes are an integral part of these financial statements.

F-3

PACIFIC COAST NATIONAL BANCORP (IN ORGANIZATION)

STATEMENT OF OPERATIONS
For the Period from July 2, 2003 (Inception) to June 30, 2004

EXPENSES
	Consulting Fees		$	272,843
	Rent and Other Occupancy Expense			7,911
	Legal and Professional			344,812
	OCC Application Fee			25,000
	Other Expenses			28,083
				678,649
		NET LOSS	$	(678,649	)

The accompanying notes are an integral part of these financial statements.

F-4

PACIFIC COAST NATIONAL BANCORP (IN ORGANIZATION)

STATEMENT OF SHAREHOLDERS' DEFICIT
For the Period from July 2, 2003 (Inception) to June 30, 2004

		Common Stock
						Accumulated Deficit During Organizational Period
		Number of Shares		Amount					Total
BALANCE AT JULY 2, 2003		$	—	$	—	$	—		$	—
	Net Loss						(678,649	)		(678,649	)
BALANCE AT JUNE 30, 2004			—	$	—	$	(678,649	)	$	(678,649	)

The accompanying notes are an integral part of these financial statements.

F-5

PACIFIC COAST NATIONAL BANCORP (IN ORGANIZATION)

STATEMENT OF CASH FLOWS
For the Period from July 2, 2003 (Inception) to June 30, 2004

OPERATING ACTIVITIES
	Net Loss					$	(678,649	)
	Increase in Rent Deposits						(34,701	)
	Increase in Accounts Payable and Accrued Expenses						111,035
					CASH USED BY OPERATIONS		(602,315	)
INVESTING ACTIVITIES
	Purchases of Furniture, Equipment and Fixtures						(13,655	)
				CASH USED BY INVESTING ACTIVITIES			(13,655	)
FINANCING ACTIVITIES
	Advances from Organizers						745,000
			CASH PROVIDED BY FINANCING ACTIVITIES				745,000
		NET INCREASE IN CASH AND CASH EQUIVALENTS					129,030
			CASH AND CASH EQUIVALENTS AT JULY 2, 2003				—
			CASH AND CASH EQUIVALENTS AT JUNE 30, 2004			$	129,030

The accompanying notes are an integral part of these financial statements.

F-6

PACIFIC COAST NATIONAL BANCORP (IN ORGANIZATION)


NOTES TO FINANCIAL STATEMENTS
June 30, 2004

NOTE A—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organizational Period Operations

        Pacific Coast National Bancorp (In Organization) (the "Company") was incorporated on July 2, 2003. Pacific Coast National Bancorp is being organized as the parent Company of Pacific Coast National Bank (proposed). Operations since incorporating consisted of securing a management team, developing a strategic plan, filing applications with the Office of the Comptroller of the Currency (OCC) and Federal Deposit Insurance Corporation ("FDIC"), and preparing the necessary forms and documents to raise capital. It is the Company's intention to sell a minimum of 1,600,000 shares of common stock at $10 per share in order to capitalize its proposed subsidiary, Pacific Coast National Bank (proposed).

        On June 2, 2004, the Company filed its Application for Authority to organize a national banking association with the Comptroller of the Currency and the Federal Deposit Insurance Corporation. The costs incurred by the Company for the organization of Pacific Coast National Bank (proposed) will be reimbursed, subject to regulatory approval, by Pacific Coast National Bank (proposed) upon opening of the Bank.

Use of Estimates in the Preparation of Financial Statements

        The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

        For purposes of reporting cash flows, cash and cash equivalents include cash and due from banks. The Company maintains amounts in banks, which may exceed federally insured limits. The Company has not experienced any losses in such accounts.

Furniture, Fixtures and Equipment

        Furniture, fixtures and equipment are carried at cost. Expenditures for betterments or major repairs are capitalized and those for ordinary repairs and maintenance are charged to operations as incurred.

Income Taxes

        Deferred income taxes are computed using the asset and liability method, which recognizes a liability or asset representing the tax effects, based on current tax law, of future deductible or taxable amounts attributable to events that have been recognized in the consolidated financial statements. A valuation allowance is established to reduce the deferred tax asset to the level at which it is "more likely than not" that the tax asset or benefits will be realized. Realization of tax benefits of deductible temporary differences and operating loss carryforwards depends on having sufficient taxable income of an appropriate character within the carryforward periods.

F-7

Disclosure About Fair Value of Financial Instruments

        In December 1996, the Financial Accounting Standards Board ("FASB") issued SFAS No. 126, "Exemption from Certain Required Disclosures about Financial Instruments for Certain Nonpublic Entities," an amendment of SFAS No. 107. SFAS No. 126 is effective for fiscal years ending after December 15, 1996. In accordance with SFAS No. 126, the Company is exempt from the disclosure requirements of SFAS No. 107 and has therefore elected not to disclose fair value information for financial instruments.

NOTE B—DUE TO ORGANIZERS

        The Company has received advances from its organizers. These amounts will be reimbursed, subject to OCC approval, out of the proceeds from the proposed stock offering and do not accrue interest while outstanding.

NOTE C—LEASE COMMITMENTS

        The Company has entered into a ten-year lease for its main office in San Clemente, California and a five-year lease for the facility that will be a banking office in Encinitas, California. The leases are contingent upon the Company obtaining approval to organize as a national banking association. In the event that approval is not received the leases call for a termination payment of approximately $335,000 that is guaranteed by the organizers of the Company. The leases are scheduled to start September 1, 2004 and December 1, 2004. The leases call for annual increases and the Company will also be responsible for its pro rata share of common area expenses and property taxes. The Company has entered into a month-to-month lease agreement with an organizer of the Company for temporary office space. The lease calls for monthly payments of $1,750. Rent expense amounted to $3,500 for the period ended June 30, 2004.

        The approximate future minimum annual payments for these leases are as follows:

2005	$	188,520
2006		317,114
2007		323,199
2008		331,974
2009		342,133
Thereafter		1,141,260
	$	2,644,200

NOTE D—INCOME TAXES

        No tax benefit related to the loss incurred during the organizational process was recognized, as realization of the benefit is dependent upon future income.

        Deferred taxes are a result of differences between income tax accounting and generally accepted accounting principles with respect to income and expense recognition. The loss incurred during the period ended June 30, 2004 will be capitalized as startup and organizational expenses for tax purposes and amortized over five years once operations begin. As of June 30, 2004 the amount of deferred taxes related to organizational and startup expenses was approximately $278,000. The Company has also recorded a valuation allowance of $278,000 as of June 30, 2004.

F-8

APPENDIX A

SUBSCRIPTION AGREEMENT
PACIFIC COAST NATIONAL BANCORP

        IMPORTANT:    This Subscription Agreement, completed and signed, together with full payment by check payable to the order of "TIB—The Independent BankersBank—Escrow Account for Pacific Coast National Bancorp" for the shares of common stock for which the undersigned is subscribing must be sent to:

BY HAND DELIVERY:
TIB—The Independent BankersBank
Escrow Account for Pacific Coast National Bancorp
350 Phelps Drive, Suite 200
Irving, Texas 75038 BY FIRST CLASS MAIL:
TIB—The Independent BankersBank
Escrow Account for Pacific Coast National Bancorp
P.O. Box 560528
Dallas, Texas 75356-0528

        I hereby subscribe to purchase the number of shares of common stock ("Shares") of Pacific Coast National Bancorp ("Company") indicated below and have enclosed a check in the amount of $10.00 multiplied by the number of shares I wish to buy. I have received a copy of the Company's prospectus, dated                        , 2004. In connection with my purchase, I understand and agree as follows: (1) My purchase of the Company's common stock involves significant risks, as described under "Risk Factors" in the prospectus; (2) No federal or state agency has made any finding or determination regarding the fairness of the Company's offering of common stock, the accuracy or adequacy of the prospectus, or any recommendation or endorsement concerning an investment in the common stock; and (3) THE SHARES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

        This Subscription Agreement is final, binding and irrevocable. If the organizers are unable to sell at least 1,700,000 shares of common stock or fail to receive all required regulatory approvals to open the Company's proposed banking subsidiary, the escrow agent will promptly return all subscription funds to me, with any interest earned thereon without deduction for expenses.

NO. OF SHARES (MIN. 250 SHARES)		TOTAL PURCHASE PRICE ENCLOSED
	X $10.00 (PRICE PER SHARE) =

        Under the penalty of perjury, I certify that: (A) the Social Security Number or Taxpayer Identification Number given below is correct; and (B) I am not subject to backup withholding. INSTRUCTION: YOU MUST CROSS OUT (B) ABOVE IF YOU HAVE BEEN NOTIFIED BY THE INTERNAL REVENUE SERVICE THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING BECAUSE OF UNDERREPORTING INTEREST OR DIVIDENDS ON YOUR TAX RETURN.

Date		Signature*	Signature (if multiple subscribers)*
Please indicate form of ownership		Print Name	Print Name
o o	individual joint tenants with right of survivorship	Address	Address
o o	tenants in common trust	Address	Address
o o	corporation partnership	Social Security or Federal Tax ID No.	Social Security or Federal Tax ID No.
o o	custodian other	Telephone-Day / Telephone Evening	Telephone-Day / Telephone Evening

*

When signing as attorney, trustee, administrator, or guardian, please give your full title as such. If a corporation, please sign in full corporate name by president or other authorized officer. In case of joint tenants, each joint owner must sign.

ACCEPTED:	PACIFIC COAST NATIONAL BANCORP
	By:	Michael Hahn, President	Date of Acceptance	Number of Shares Accepted

TABLE OF CONTENTS

•

You should only rely on the information contained or incorporated by reference in this prospectus. We have not authorized any person to provide you with different information. If anyone provides you with inconsistent or different information, you should not rely on it.

•

We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

•

You should assume that the information appearing in this prospectus is accurate as of the date on the front cover of this prospectus only.

•

This prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any securities other than the securities to which it relates.

Up to 1,900,000 Shares

PACIFIC COAST
NATIONAL
BANCORP

Common Stock

Prospectus
                        , 2004

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 24.    INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        Consistent with the applicable provisions of the laws of California, the registrant's articles of incorporation provide generally that the registrant shall indemnify and hold harmless each of its directors and executive officers and may indemnify any other person acting on our behalf in connection with any actual or threatened action, proceeding or investigation, subject to limited exceptions. However, the registrant will not indemnify any person from or against expenses, liabilities, judgments, fines, penalties or other payments resulting from an administrative proceeding in which civil money penalties are imposed by an appropriate regulatory agency or other matters for which the person is determined to be liable for willful or intentional misconduct in the performance of his duty to the corporation, unless and only to the extent that a court shall determine indemnification to be fair despite the adjudication of liability.

        In addition, the registrant's articles of incorporation, subject to exceptions, eliminates the potential personal liability of a director for monetary damages to the registrant and to the shareholders of the registrant for breach of a duty as a director. There is no release of liability for (1) a breach of a director's duty of loyalty to the registrant or its shareholders, (2) an act or omission not in good faith that constitutes a breach of the duty of the director to the registrant or an act or omission that involves intentional misconduct or a knowing violation of the law, (3) a transaction from which a director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office or (4) an act or omission for which the liability of a director is expressly provided for by statute. The articles of incorporation also contain a provision that, in the event that California law is amended in the future to authorize corporate action further eliminating or limiting the personal liability of directors or eliminating or limiting the personal liability of officers, the liability of a director or officer of the registrant will be eliminated or limited to the fullest extent permitted by law. The articles of incorporation do not eliminate or limit the right of the registrant or its shareholders to seek injunctive or other equitable relief not involving monetary damages.

ITEM 25.    OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

        Estimated expenses, other than underwriting discounts and commissions, of the sale of the registrant's common stock, $0.01 par value, are as follows:

Securities and Exchange Commission registration fee		$	3,271
Blue sky fees and expense		$	2,000
Other offering expenses		$	338,772
	Total	$	344,043

ITEM 26.    RECENT SALES OF UNREGISTERED SECURITIES.

        None.

ITEM 27.    EXHIBITS

NUMBER	DESCRIPTION
3.1	Articles of incorporation
3.2	Bylaws
4.1	Specimen common stock certificate
4.2	See Exhibits 3.1 and 3.2 for provisions of the articles of incorporation and bylaws defining rights of holders of the common stock
5.1	Legal opinion of Jenkens & Gilchrist, P.C. (to be filed by amendment)

10.1	Form of engagement letter for consulting services by and between Bankmark & Financial Marketing Services and Pacific Coast National Bancorp, regarding marketing
10.2	Form of engagement letter for consulting services by and between Bankmark & Financial Marketing Services and Pacific Coast National Bancorp, regarding regulatory application
10.4	Form of Pacific Coast National Bancorp Organizers' Warrant Agreement
10.5	Form of Pacific Coast National Bancorp Shareholders' Warrant Agreement
10.6	Pacific Coast National Bancorp 2004 Stock Incentive Plan +
10.7	Form of Employment Agreement by and between Pacific Coast National Bancorp and Michael Hahn +
10.8	Form of Employment Agreement by and between Pacific Coast National Bancorp and Richard Grinyer +
10.9	Form of Employment Agreement by and between Pacific Coast National Bancorp and Colin Forkner +
10.10	Form of Employment Agreement by and between Pacific Coast National Bancorp and Terry Stalk +
10.11	Consulting Agreement by and between Pacific Coast National Bancorp and Michael Hahn +
10.12	Consulting Agreement by and between Pacific Coast National Bancorp and GRCAC, LLC +
10.13	Consulting Agreement by and between Pacific Coast National Bancorp and Colin Forkner +
10.14	Consulting Agreement by and between Pacific Coast National Bancorp and Terry Stalk +
10.15	First Amendment to Consulting Agreement by and between Pacific Coast National Bancorp and Michael Hahn +
10.16	First Amendment to Consulting Agreement by and between Pacific Coast National Bancorp and GRCAC, LLC +
10.17	First Amendment to Consulting Agreement by and between Pacific Coast National Bancorp and Colin Forkner +
10.18	First Amendment to Consulting Agreement by and between Pacific Coast National Bancorp and Terry Stalk +
23.1	Consent of Vavrinek, Trine, Day & Co., LLP, dated August 13, 2004
23.2	Consent of Jenkens & Gilchrist, P.C. (to be contained in Exhibit 5.1)
24.1	Power of attorney (appears on the signature pages to the Registration Statement on Form SB-2)
99.1	Subscription Agreement (see Appendix A of the prospectus)

+

Indicates a compensatory plan or contract.

ITEM 28.    UNDERTAKINGS.

        The undersigned registrant hereby undertakes as follows:

        (a)   (1)    To file, during any period in which it offers or sells securities, a post-effective amendment to this Registration Statement to:

          (i)  Include any prospectus required by Section 10(a)(3) of the Securities Act;

         (ii)  Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective Registration Statement;

        (iii)  Include any additional or changed material information on the plan of distribution.

        (2)   For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered and the offering of the securities at that time to be the initial bona fide offering.

        (3)   File a post-effective amendment to remove from registration any of the securities being registered that remain unsold at the end of the offering.

        (b)   Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

        In accordance with the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this Registration Statement to be signed on its behalf by the undersigned in the City of San Clemente, State of California, on September 8, 2004.

PACIFIC COAST NATIONAL BANCORP
By:	/s/  COLIN FORKNER Colin Forkner Chief Executive Officer

POWER OF ATTORNEY

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears on the signature page to this Registration Statement constitutes and appoints Michael S. Hahn his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement (as well as any registration statement for the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act), and to file the same, with all exhibits hereto and other documents in connection herewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, or either of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. In accordance with the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates stated.

SIGNATURE	TITLE	DATE
/s/  MICHAEL S. HAHN Michael Hahn	Director	September 8, 2004
/s/  COLIN FORKNER Colin Forkner(1)	Director	September 8, 2004
/s/  MICHAEL CUMMINGS Michael Cummings	Director	September 8, 2004
/s/  DAVID E. DAVIES David E. Davies	Director	September 8, 2004
/s/  FRED A. DEBOOM Fred A. deBoom	Director	September 8, 2004
/s/  RICHARD GRINYER Richard Grinyer	Director	September 8, 2004
/s/  DENNIS LINDEMAN Dennis Lindeman	Director	September 8, 2004

/s/  DAVID JOHNSON David Johnson	Director	September 8, 2004
/s/  DONALD R. MEALING Donald R. Mealing	Director	September 8, 2004
/s/  DENIS H. MORGAN Denis H. Morgan	Director	September 8, 2004
/s/  JAMES W. SHUTE James W. Shute	Director	September 8, 2004
/s/  JOHN VUONA John Vuona	Director	September 8, 2004
/s/  TERRY STALK Terry Stalk(2)	Principal Financial Officer	September 8, 2004

(1)

Principal executive officer

(2)

Principal financial and accounting officer

EX-3.1

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Exhibit 3.1

ARTICLES OF INCORPORATION
OF
PACIFIC COAST NATIONAL BANCORP

ARTICLE I
Name

        This name of the corporation is Pacific Coast National Bancorp.

ARTICLE II
Purpose and Powers

        The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

ARTICLE III
Capital

        This corporation has authority to issue an aggregate of 10,000,000 shares of common stock, having a par value of $0.01 per share.

ARTICLE IV
Board of Directors

        The business and affairs of this corporation and all of the corporate powers thereof are hereby vested in and shall be exercised by a board of directors, the size and composition of which shall be determined as set forth in the bylaws.

ARTICLE V
Indemnification

        The corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through bylaw provisions, agreements with agents, vote of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the applicable limits set forth in Section 204 of the California Corporations Code with respect to actions for breach of duty to the corporation and its shareholders.

ARTICLE VI
Limitation of Liability

        The liability of directors of this corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

ARTICLE VII
Repeal of Articles V, VI and VII

        Notwithstanding any other provision of these Articles, the affirmative vote of at least 80% of the total voting power of the corporation shall be required to amend or repeal Article V, Article VI or this Article VII, and any repeal or amendment of Article V, Article VI or Article VII by the shareholders of the corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director of the corporation arising from an act or omission occurring prior to the

time of such repeal or amendment or the rights of any director or officer to indemnification pursuant to Article V that may have arisen prior to such appeal or amendment.

ARTICLE VIII
Registered Office and Agent

        The name and address in the State of California of the Corporation's initial agent for service of process is Michael Hahn, 1745 E. Alvarado Street, Fallbrook, California 92028.

[signature page follows]

        IN WITNESS WHEREOF, the undersigned incorporator has set his hand as of the 2nd day of July, 2003.

Michael Hahn

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Exhibit 3.1

ARTICLES OF INCORPORATION OF PACIFIC COAST NATIONAL BANCORP
ARTICLE I Name
ARTICLE II Purpose and Powers
ARTICLE III Capital
ARTICLE IV Board of Directors
ARTICLE V Indemnification
ARTICLE VI Limitation of Liability
ARTICLE VII Repeal of Articles V, VI and VII
ARTICLE VIII Registered Office and Agent

EX-3.2

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Exhibit 3.2

BYLAWS
OF
PACIFIC COAST NATIONAL BANCORP

[A CALIFORNIA CORPORATION]

TABLE OF CONTENTS

ARTICLE I—OFFICES		1
	Section 1. Registered Office	1
	Section 2. Other Offices	1
ARTICLE II—SHAREHOLDERS		1
	Section 1. Place of Meetings	1
	Section 2. Annual Meeting	1
	Section 3. Special Meetings	1
	Section 4. Notice of Shareholders' Meeting	1
	Section 5. Adjournments	1
	Section 6. Nominations for Directors	1
	Section 7. Shareholder Proposals	2
	Section 8. Quorum	2
	Section 9. Order of Business	3
	Section 10. Proxies and Voting	3
	Section 11. Voting List	3
	Section 12. Consent of Shareholders in Lieu of Meeting	3
ARTICLE III—DIRECTORS		4
	Section 1. General Powers	4
	Section 2. Number of Directors	4
	Section 3. Term of Office of Directors	4
	Section 4. First Meetings	4
	Section 5. Regular Meetings	4
	Section 6. Special Meetings	4
	Section 7. Quorum	4
	Section 8. Participation in Meetings by Conference Telephone	4
	Section 9. Notice of Meetings	5
	Section 10. Rules and Regulations	5
	Section 11. Consent of Directors in Lieu of Meeting	5
	Section 12. Compensation of Directors	5
	Section 13. Committees of the Board of Directors	5
	Section 14. Removal of Directors	5
	Section 15. Resignations	5
	Section 16. Vacancies	6
ARTICLE IV—OFFICERS		6
	Section 1. Generally	6
	Section 2. Execution of Instruments	6
	Section 3. Duties of Officers	6
	Section 4. Chairman of the Board	6
	Section 5. President	6
	Section 6. Vice President	7
	Section 7. Secretary	7
	Section 8. Treasurer	7
	Section 9. Delegation of Authority	7
	Section 10. Compensation of Officers and Agents	7
	Section 11. Resignation	7
	Section 12. Removal	7
	Section 13. Action with Respect to Securities of Other Corporations	7
ARTICLE V—CERTIFICATES OF STOCK		8
	Section 1. Certificates of Stock	8

	Section 2. Designation of Classes of Stock	8
	Section 3. Lost, Stolen or Destroyed Certificates	8
	Section 4. Registrar and Transfer Agent	8
	Section 5. Registration of Transfer and Exchange	8
	Section 6. Record Date	9
	Section 7. Registered Shareholders	9
ARTICLE VI—NOTICES		9
	Section 1. Notices	9
	Section 2. Waivers	10
ARTICLE VII—MISCELLANEOUS		10
	Section 1. Facsimile Signatures	10
	Section 2. Dividends	10
	Section 3. Corporate Seal	10
	Section 4. Reliance Upon Books, Reports and Records	10
	Section 5. Checks	10
	Section 6. Time Periods	10
	Section 7. Fiscal Year	10
ARTICLE VIII—AMENDMENT OF BYLAWS		10

PACIFIC COAST NATIONAL BANCORP

BYLAWS

ARTICLE I—OFFICES

        Section 1.    Registered Office.    The registered office of the corporation shall be located in the City of Fallbrook, County of San Diego, State of California.

        Section 2.    Other Offices.    The corporation may also have offices at such other places, both within or without the State of California, as the Board of Directors may from time to time determine or as the business of the corporation may require.

ARTICLE II—SHAREHOLDERS

        Section 1.    Place of Meetings.    Meetings of the shareholders shall be held at the registered office of the corporation or at such other place as may be fixed from time to time by the Board of Directors, either within or without the State of California.

        Section 2.    Annual Meeting.    An annual meeting of the shareholders shall be held shall be held on such date in each fiscal year, and at such time and place, as may be designated by the Board of Directors. At the annual meeting, the shareholders shall elect a Board of Directors and transact such other business as may properly come before the meeting.

        Section 3.    Special Meetings.    Special meetings of the shareholders may be called by the Chairman, the President, a majority of the Board of Directors and shall be called by the President or the Secretary at the written request of the holders of not less than one-third (¹/3) of all shares entitled to vote at the meeting. Special meetings of shareholders may be held on such date, and at such time and place as shall be designated by the person or persons calling the special meeting. Business transacted at any special meeting shall be confined to the purposes stated in the notice thereof.

        Section 4.    Notice of Shareholders' Meeting.    Written or printed notice of a meeting of shareholders stating the place, date and time of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) nor more than sixty (60) days before the day of the meeting, by or at the direction of the President, the Secretary, or a designee of the President or Secretary, to each shareholder of record entitled to vote at such meeting. See also ARTICLE VI.

        Section 5.    Adjournments.    Any meeting of shareholders may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjournment meeting if the time, date and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

        Section 6.    Nominations for Directors.    Subject to the rights granted to a particular class or series of stock, nominations for the election of directors may be made (i) by or at the direction of the Board of Directors or (ii) by any shareholder entitled to vote for the election of directors who complies with the procedures set forth in this section. All nominations by shareholders shall be made pursuant to timely notice in proper written form to the Secretary of the corporation. To be timely, a shareholder's notice shall be delivered to, or mailed and received at, the principal executive offices of the corporation not less than 60 days nor more than 270 days prior to the meeting; provided, however, that in the event less than 30 days' notice or prior disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed

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or such disclosure was made. To be in proper written form, the shareholder's notice to the Secretary shall set forth in writing (a) the name and address of the shareholder who intends to make the nomination and of the person or persons intended to be nominated; (b) the class and number of shares of stock of the corporation which are beneficially owned by such shareholder intending to make the nomination; (c) a representation that the shareholder is a holder of record of shares of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (d) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; (e) such other information regarding each nominee proposed by such shareholder as would have been required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission had each nominee been nominated by the Board of Directors; and (f) the consent of each nominee to serve as director of the corporation if so elected. No person shall be eligible for election as a director unless nominated in accordance with the procedures set forth in these bylaws. The chairman of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedures.

        Section 7.    Shareholder Proposals.    At any annual meeting of the shareholders, only such business shall be conducted as shall have been brought before the meeting (i) by or at the direction of the Board of Directors or (ii) by any shareholder entitled to vote at the meeting who complies with the procedures set forth in this section. For business properly to be brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in proper written form to the Secretary of the corporation. To be timely, a shareholder's notice shall be delivered to, or mailed and received at, the principal executive offices of the corporation not less than 60 days nor more than 270 days prior to the meeting; provided, however, that in the event less than 30 days' notice or prior disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed or such disclosure was made. To be in proper written form, the shareholder's notice to the Secretary shall set forth in writing as to each matter the shareholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (b) his or her name and address, as they appear on the corporation's books, (c) the class and number of shares of stock of the corporation which are beneficially owned by the shareholder and (d) any material interest of the shareholder in such business. Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this section. The chairman of the meeting shall refuse to acknowledge the consider any business that is not properly brought before the meeting in accordance with the provisions of this section.

        Section 8.    Quorum.    The holders of a majority of the shares entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of shareholders, except as otherwise provided by statute, the articles of incorporation or these bylaws. If a quorum shall not be present or represented at any meeting of the shareholders, the chairman of the meeting or the holders of a majority of the shares entitled to vote who are present in person or represented by proxy shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. Once a quorum is attained, the shareholders present or represented at a duly organized meeting may continue to transact business notwithstanding the withdrawal of enough shareholders to leave less than a quorum. A shareholder that is physically present at a meeting of shareholders shall be deemed to be present for purposes of determining whether a quorum exists, except where such person is physically present at the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

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        Section 9.    Order of Business.    At each meeting of the shareholders and except as otherwise set forth by resolution of the Board of Directors, one of the following persons, in the order in which they are listed (and in the absence of the first, the next, and so on), shall serve as chairman of the meeting: President, Chairman of the Board, a Vice-President(s) (in the order determined by the Board if more than one) and Secretary. The order of business at each such meeting shall be as determined by the chairman of the meeting, who shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts and things as are necessary or desirable for the proper conduct of the meeting, including, without limitation, the establishment of procedures for the maintenance of order and safety, limitations on the time allotted to questions or comments on the affairs of the corporation, restrictions on entry to such meeting after the time prescribed for the commencement thereof, and the opening and closing of the voting polls.

        Section 10.    Proxies and Voting.    On each matter submitted to a vote of the shareholders, each shareholder shall have one vote for every share of stock entitled to vote and registered in his or her name on the record date for the meeting, except to the extent that the voting rights of the shares of any class are limited or denied by the articles of incorporation or the California Corporations Code ("California Code").

        Except as otherwise required by law, all voting may be by a voice vote or by show of hands; provided, however, that upon demand in writing to the corporation at least five business days prior to a meeting of shareholders, any shareholder entitled to vote or his or her proxy may require that a vote by ballot be taken. In such event, written ballots shall be used and shall be counted by an inspector or inspectors appointed by the chairman of the meeting.

        Except as otherwise required by the articles of incorporation or by law, a majority of votes actually cast shall decide any matter properly before the shareholders at a meeting at which a quorum is present, except that directors shall be elected by plurality of the votes actually cast.

        At any meeting of the shareholders at which a quorum is present, every shareholder entitled to vote may vote in person or by proxy authorized by an instrument in writing filed with the Secretary of the corporation prior to or at the meeting. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. Each proxy shall be revocable unless expressly provided therein to be irrevocable, and unless otherwise made irrevocable by law.

        Section 11.    Voting List.    The officer or agent having charge of the stock transfer books shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of and number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during the usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or transfer book or to vote at any such meeting of shareholders.

        Section 12.    Consent of Shareholders in Lieu of Meeting.    Any action required by the California Code to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holder or holders of shares representing not less than the minimum number of votes that would have been necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted.

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ARTICLE III—DIRECTORS

        Section 1.    General Powers.    The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or the articles of incorporation or these bylaws directed or required to be exercised and done by the shareholders.

        Section 2.    Number of Directors.    The number of directors of the corporation shall be such number not be less than one (1) as the Board of Directors shall designate by resolution from time to time, except that in the absence of any such designation, such number shall be one (1). Whenever the authorized number of directors is increased between annual meetings of the shareholders, a majority of the directors then in office shall have the power to elect such new directors for the balance of a term and until their successors are chosen and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the Board which are being eliminated by the decrease.

        Section 3.    Term of Office of Directors.    Except with respect to a vacancy on the Board of Directors, directors shall be elected at the annual meeting of shareholders and each director, including a director elected to fill a vacancy, shall hold office until his successor is elected and qualified or until his earlier death, resignation or removal. Directors need not be shareholders of the corporation.

        Section 4.    First Meetings.    The first meeting of each newly elected Board of Directors shall be held at the location of and immediately following the annual meeting of shareholders, and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present; or the Board may meet at such place and time as shall be fixed by the consent in writing of all of the directors.

        Section 5.    Regular Meetings.    Regular meetings of the Board of Directors may be held without notice at such place, within or without the State of California, on such date and at such time as shall from time to time be determined by the Board of Directors.

        Section 6.    Special Meetings.    Special meetings of the Board of Directors may be called by the Chairman, the President or a majority of directors then in office. Notice of a special meeting shall be given in accordance with these bylaws by the person or persons calling the special meeting.

        Section 7.    Quorum.    At all meetings of the Board of Directors, a majority of the directors at the time in office shall be necessary and sufficient to constitute a quorum for the transaction of business; and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute, the articles of incorporation or these bylaws. If a quorum shall not be present at any meeting of directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. If a quorum is present when the meeting is convened, the directors present may continue to conduct business, taking action by vote of a majority of a quorum as fixed above, until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum as fixed above.

        Section 8.    Participation in Meetings by Conference Telephone.    Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board, or any committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meeting, except where a director participates for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

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        Section 9.    Notice of Meetings.    Notice of regular meetings of the Board of Directors or of any adjourned meeting thereof need not be given. Notice of the place, date and time of each special meeting of the Board shall be given to each director by telephone, hand delivery, facsimile, U.S. mail or nationally recognized overnight courier service, not less than two days before the meeting. The notice of a special meeting of the Board shall describe the purpose of the special meeting.

        Section 10.    Rules and Regulations.    The Board of Directors may adopt such rules and regulations not inconsistent with the articles of incorporation or bylaws of the corporation or any other provision of law for the conduct of its meetings and management of the affairs of the corporation as the Board may deem proper.

        Section 11.    Consent of Directors in Lieu of Meeting.    Any action which may be taken at a meeting of the Board of Directors or any committee thereof, may be taken by a consent in writing signed by all of the directors or by all members of the committee, as the case may be, and filed with the records of proceedings of the Board or committee.

        Section 12.    Compensation of Directors.    The Board of Directors shall have authority to determine, from time to time, the amount of compensation, if any, which shall be paid to its members for their services as directors and as members of committees. The Board shall also have power in its discretion to provide for and to pay to directors rendering services to the corporation not ordinarily rendered by directors as such, special compensation appropriate to the value of such services as determined by the Board from time to time. In addition, the directors may be paid their expenses. Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

        Section 13.    Committees of the Board of Directors.    The Board of Directors may from time to time designate one or more committees of the Board, each committee to consist of two or more directors of the corporation. One or more directors may be named as an alternate member to replace any absent or disqualified members. To the extent provided by resolution of the Board, each committee shall have and may exercise the lawfully delegable powers of the Board of Directors in the management of the business and affairs of the corporation, and may have the power to authorize the seal of the corporation to be affixed to documents.

        The number of members on each committee may be increased or decreased from time to time by resolution of the Board of Directors. Any member of any committee may be removed from such committee at any time by resolution of the Board of Directors. Any vacancy occurring on a committee shall be filled by the Board of Directors, but the President may designate another director to serve on the committee pending action of the Board. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it or such directors by law.

        Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; a majority of the members shall constitute a quorum; and, at any committee meeting at which a quorum is present, all matters shall be determined by a majority vote of the members present. Committees of the Board of Directors shall keep written minutes of its proceedings, a copy of which is to be filed with the Secretary of the corporation, and shall report on such proceedings to the Board.

        Section 14.    Removal of Directors.    Any director or the entire Board of Directors may be removed at any time, with or without cause, at any special or annual meeting of the shareholders, by the affirmative vote of a majority of the total voting power of the corporation.

        Section 15.    Resignations.    A director of the corporation may resign at any time by giving written notice to the Board of Directors, the Chairman of the Board, the President or the Secretary of the

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corporation. Such resignation shall take effect on the date of such notice or at any later date specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

        Section 16.    Vacancies.    Any vacancy occurring on the Board of Directors by reason of death, resignation, removal or otherwise, or newly created directorships resulting from an increase in the number of directors may be filled by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors; provided however that the shareholders shall have the right, at any special meeting called from the purpose prior to such action by the Board, to fill the vacancy.

ARTICLE IV—OFFICERS

        Section 1.    Generally.    The officers of the corporation shall consist of a President and a Secretary and such other officers as may from time to time be appointed by the Board of Directors. Officers shall be elected by the Board of Directors, and each officer shall hold office until his successor is elected and qualified or until his earlier resignation or removal. Any number of offices may be held by the same person. The Board of Directors may also choose a Chairman of the Board and one or more Vice Chairmen of the Board. Any vacancy occurring in any office may be filled by the Board of Directors or otherwise as provided by the Board of Directors.

        Section 2.    Execution of Instruments.    The Chairman of the Board and the President (and such other officers as are authorized thereunto by resolution of the Board of Directors) may execute, in the name of the corporation, bonds, notes, debentures and other evidences of indebtedness, stock certificates, deeds, mortgages, deeds of trust, indentures, contracts, leases, agreements and other instruments, requiring a seal under the seal of the corporation, and may execute such documents where not requiring a seal, except where such documents are required by law to be otherwise signed and executed, and except where the signing and execution thereof shall be exclusively delegated to some other officer or agent of the corporation.

        Section 3.    Duties of Officers.    The duties and powers of the officers of the corporation shall be as provided in these bylaws, or as provided for pursuant to these bylaws, or (except to the extent inconsistent with these bylaws or with any provision made pursuant hereto) shall be those customarily exercised by corporate officers holding such offices.

        Section 4.    Chairman of the Board.    The Chairman of the Board shall, if there be such an officer, preside at meetings of the Board of Directors. The Chairman of the Board shall counsel with and advise the other officers of the corporation and shall exercise such powers and perform such other duties as the Board may from time to time determine. Except as otherwise provided by resolution of the Board, the Chairman of the Board shall be ex-officio a member of all committees of the Board. The Vice Chairman or Vice Chairmen, if any, in the order determined by the Board of Directors, shall, in the absence or disability of the Chairman, perform the duties and exercise the powers of the Chairman and shall perform such other duties and have such other powers as the Board of Directors shall prescribe.

        Section 5.    President.    The President shall be the chief executive officer of the corporation. Subject to the provisions of these bylaws and the direction of the Board of Directors, the President shall be ex-officio a member of all standing committees, have general powers of oversight, supervision and management of the business and affairs of the corporation, and see that all orders and resolutions of the Board of Directors are carried into effect. In the absence of the Chairman of the Board or in the event the Board of Directors shall not have designated a Chairman of the Board, the President shall preside at meetings of the Board of Directors.

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        Section 6.    Vice President.    The Vice President(s), if any, in the order determined by the Board of Directors, shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties and have such other powers as the Board of Directors, the Chairman or the President shall prescribe.

        Section 7.    Secretary.    The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the shareholders and the Board of Directors and committees thereof. The Secretary shall have charge of the corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe. The Secretary shall keep in safe custody the seal of the corporation and, when authorized by the Board of Directors or the President, affix the same to any instrument requiring it and, when so affixed, it shall be attested by signature of the Secretary, an Assistant Secretary or the Treasurer, if any. The Assistant Secretary(ies), if any, in the order determined by the Board of Directors, shall, in the absence or disability of the Secretary, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, Chairman of the Board or President may from time to time prescribe.

        Section 8.    Treasurer.    The Treasurer, if there shall be such an officer, shall have the responsibility for maintaining the financial records of the corporation and shall have custody of all monies and securities of the corporation. He shall make such disbursements of the funds of the corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the corporation. The Treasurer shall also perform such other duties as the Board of Directors, the Chairman or the President may from time to time prescribe. If required by the Board of Directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation. The Assistant Treasurer(s), if any, in the order determined by the Board of Directors, shall, in the absence or disability of the Treasurer, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

        Section 9.    Delegation of Authority.    The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers and agents, notwithstanding any provision hereof.

        Section 10.    Compensation of Officers and Agents.    The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors, except as otherwise directed by the Board of Directors.

        Section 11.    Resignation.    Subject at all times to the right of removal as provided in Section 10, any officer may resign at any time by giving notice to the Board of Directors, the President or the Secretary of the corporation. Any such resignation shall take effect at the date of such notice or at any later date specified therein. The acceptance of such resignation shall not be necessary to make it effective.

        Section 12.    Removal.    Any officer or agent of the corporation may be removed at any time, with or without cause, by the Board of Directors or the President.

        Section 13.    Action with Respect to Securities of Other Corporations.    Unless otherwise directed by the Board of Directors, the President or any officer of the corporation authorized by the President shall have the power to vote and otherwise act of behalf of the corporation, in person or by proxy, at any meeting of shareholders of or with respect to any action of the shareholders of any other corporation in which this corporation may hold securities and otherwise to exercise any and all rights and powers which this corporation may possess by reason of its ownership of securities in such other corporation.

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ARTICLE V—CERTIFICATES OF STOCK

        Section 1.    Certificates of Stock.    Every holder of stock in the corporation shall be entitled to a certificate or certificates representing such shares, which certificates shall be in such form as shall be determined by the Board of Directors. Such certificates shall be executed on behalf of the corporation by the President or a Vice President, and the Secretary or an Assistant Secretary, of the corporation and, if the corporation has a seal, shall be sealed with the seal of the corporation or a facsimile thereof. The signature of any officer may be facsimile. Certificates bearing the signatures of individuals who were, at the time when such signature shall have been affixed, authorized to sign on behalf of the corporation, shall be validly executed notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the delivery of such certificates or did not hold such offices at the date of delivery of such certificates.

        No certificate shall be issued until the consideration therefor has been fully paid. Each certificate representing shares of the corporation shall state upon the face thereof the name of the corporation, that the corporation is organized under the laws of the State of California, the name of the registered holder of the shares represented thereby, the number and class and the designation of the series, if any, which such certificate represents, and the par value of each share represented by such certificate or a statement that the shares are without par value.

        Section 2.    Designation of Classes of Stock.    If the corporation is authorized to issue shares of more than one class, each certificate representing shares issued by the corporation shall conspicuously set forth on the certificate, or shall state that the corporation will furnish to any shareholder upon request and without charge, a summary of the designations, preferences, limitations, and relative rights of the shares of each class and of each series of each preferred or special class, so far as the same have been fixed, and the authority of the Board to establish other series and to fix the relative rights, preferences and limitations of the shares of any class or series by amendment of the articles.

        Section 3.    Lost, Stolen or Destroyed Certificates.    The Board of Directors or President may direct that a new certificate for shares shall be issued in place of any certificate theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to have been lost, stolen or destroyed. When authorizing such issuance of a new certificate, the Board of Directors or President may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

        Section 4.    Registrar and Transfer Agent.    The corporation shall keep, or cause to be kept, at its registered office or at such other location designated by the Board of Directors, a register or registers in which, subject to such reasonable regulations as the Board of Directors may prescribe, the registrar and transfer agent shall register the stock of the corporation and the transfers thereof. Except as otherwise provided by resolution of the Board of Directors, the registrar and transfer agent shall be the Secretary.

        Section 5.    Registration of Transfer and Exchange.    Upon surrender for registration of transfer of any stock certificate with the registrar and transfer agent, the corporation shall execute, in the manner set forth in Section 1 of this Article, one or more new certificates of the same class and of a like aggregate monetary amount, and the registrar and transfer agent shall deliver the same in the name of and to the designated transferee or transferees.

        At the option of the shareholder, certificates may be exchanged for other certificates of the same class and of a like aggregate monetary amount in any authorized denominations upon surrender of the

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certificates to be exchanged with the registrar and transfer agent. Upon such surrender, the corporation shall execute, in the manner set forth in Section 1 of this Article, and the registrar and transfer agent shall deliver the new certificate or certificates to the holder thereof.

        Every certificate presented or surrendered for registration of transfer or exchange shall be accompanied (if so required by the Board of Directors or the registrar and transfer agent) by a written instrument or instruments of transfer, in form satisfactory to the Board of Directors or the registrar and transfer agent, duly executed by the registered shareholder or by such shareholder's duly authorized attorney in writing.

        No service charge shall be made for any exchange or registration of transfer of certificates, but the corporation may, with respect to transactions not involving a transfer, require payment of a sum sufficient to cover any tax or other governmental charge in relation thereto.

        Upon the order of the Board of Directors, certificates presented or surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of in accordance with standard procedures.

        Section 6.    Record Date.    For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or to receive payment of any dividend or other distribution, or to receive of exercise subscription or other rights, or to participate in a reclassification of stock, or in order to make a determination of shareholders for any other proper purposes, the Board of Directors may fix in advance a record date for determination of shareholders for such purpose, which record date shall be not more than sixty days and, if fixed for the purpose of determining shareholders entitled to notice and to vote at a meeting, not less than ten days, prior to the date on which the action requiring the determination of shareholders is to be taken.

        Except as the Board of Directors may otherwise provide, if no record date is fixed for the purpose of determining shareholders (i) entitled to notice of and to vote at a meeting, the close of business on the day before the notice of the meeting is mailed, or if notice is waived, the close of business on the day before the meeting, shall be the record date for such purpose, or (ii) for any other purpose, the close of business on the day which the Board of Directors adopts the resolution relating thereto shall be the record date for such purposes.

        Section 7.    Registered Shareholders.    The corporation shall be entitled to recognize and treat a person registered on its records as the owner of shares, as the exclusive owner in fact thereof for all purposes, and as the person entitled to have and to exercise all rights and privileges incident to the ownership of such shares, including the right to vote and to receive dividends or payments of interest and principal thereon. The corporation shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of California; and the rights under this section shall not be affected by any actual or constructive notice which the corporation, or any or its directors, officers or agents, may have to the contrary.

ARTICLE VI—NOTICES

        Section 1.    Notices.    Except as otherwise specifically provided herein or required by law, whenever any notice is required to be given to any shareholder, director or committee member under the provisions of any statute, the certificate of incorporation or these bylaws, such notice shall be delivered personally or shall be given in writing by mail addressed to such shareholder, director or committee member at such address as it appears on the books of the corporation, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail with postage thereon prepaid. Notice to directors and committee members may also be given by telegram, which notice shall be deemed to be given at the time it is delivered to the telegraph office, or by

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telecopy, which notice shall be deemed to be given at the time it is transmitted or in person, which notice shall be deemed to be given when received.

        Section 2.    Waivers.    Whenever notice is required to be given pursuant to statute or the articles of incorporation or bylaws of this corporation, a written waiver of such notice, signed by the shareholder, director, officer, employee or agent entitled to receive such notice, whether before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such shareholder, director, officer, employee or agent. Neither the business nor the purpose of the meeting need be specified in such a waiver.

ARTICLE VII—MISCELLANEOUS

        Section 1.    Facsimile Signatures.    In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these bylaws, facsimile signatures of any officer or officers of the corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

        Section 2.    Dividends.    The Board of Directors may declare and the corporation may make distributions on its outstanding shares in cash, property or shares of the corporation in accordance with law and subject to the articles of incorporation.

        Section 3.    Corporate Seal.    The Board of Directors may provide a suitable seal, containing the name of the corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer, an Assistant Secretary or an Assistant Treasurer.

        Section 4.    Reliance Upon Books, Reports and Records.    Each director, each member of any committee designated by the Board of Directors, be fully protected in relying in good faith upon the books of account or other records of the corporation, including reports made to the corporation by any of its officers, by an independent certified public accountant, or by an appraiser selected with reasonable care.

        Section 5.    Checks.    All checks or demands for money and notes of the corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

        Section 6.    Time Periods.    In computing any period of time under these bylaws, calendar days shall be used, the day that marks the commencement of the period shall not be counted, and the period shall end upon the expiration of the last day of the period; provided, however, that if the day on which the period is to expire is a legal holiday under the laws of the State of California, then the period shall end upon the expiration of the next day that is not a legal holiday.

        Section 7.    Fiscal Year.    The fiscal year of the corporation shall be, in the absence of a contrary resolution of the Board of Directors, the calendar year.

ARTICLE VIII—AMENDMENT OF BYLAWS

        These bylaws may be altered, amended or repealed or new bylaws may be adopted by the Board of Directors at any meeting of the Board or by the shareholders at any meeting of the shareholders.

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Exhibit 3.2

BYLAWS OF PACIFIC COAST NATIONAL BANCORP
TABLE OF CONTENTS
ARTICLE I—OFFICES
ARTICLE II—SHAREHOLDERS
ARTICLE III—DIRECTORS
ARTICLE IV—OFFICERS
ARTICLE V—CERTIFICATES OF STOCK
ARTICLE VI—NOTICES
ARTICLE VII—MISCELLANEOUS
ARTICLE VIII—AMENDMENT OF BYLAWS

EX-4.1

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Exhibit 4.1

NUMBER	SHARES
***	***

Organized Under the Laws of the State of Texas

Pacific Coast National Bancorp

Voting Common Stock

Authorized 10,000,000                        $.01 Par Value

This Certifies that                        is the registered holder of                        shares of the fully paid and nonassessable Common Stock of Pacific Coast National Bancorp transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed.

In Witness Whereof, the said Corporation has caused this Certificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed this        day of                         A.D.            

President Secretary

[SEAL]

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations.

TEN COM	—	as tenants in common	UNIF GIFT MIN ACT—		Custodian
				(Cust)		(Minor)
TEN ENT	—	as tenants by the entireties		under Uniform Gifts to Minors
JT TEN	—	as joint tenants with right of survivorship and not as tenants in common		Act	(State)

        Additional abbreviations may also be used though not in the above list.

For value received,                        hereby sell, assign and transfer unto [PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE]

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

shares represented by the within Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said shares on the books of the within-named Corporation with full power of substitution in the premises.

Dated,

In presence of

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Exhibit 4.1

Organized Under the Laws of the State of Texas Pacific Coast National Bancorp Voting Common Stock Authorized 10,000,000 $.01 Par Value

EX-10.1

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Exhibit 10.1

CONSULTING AGREEMENT

This Consulting Agreement ("Agreement") is entered into on this 9th day of September, 2003, by and between Bankmark & Financial Marketing Services ("Bankmark"), and Western Pacific Bancorp, Inc. ("Bank"). with organizational offices at 1745 E. Alvarado Street, Fallbrook, CA 92028. Other references made to the term "Bank" represent the de novo bank and its Organizers.

The parties hereby agree as follows:

1.     SCOPE OF THE ENGAGEMENT

Bankmark's primary responsibility within the scope and term of the engagement is to provide project management, resource identification, and resource management in conjunction with the client and facilitate the capital acquisition phase of the project. Bankmark's role during the organizational phase usually is or can be:

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Presentation with core group members of the opportunity to new perspective organizers/directors. It's Bankmark's success rate, performance, and clear understanding of the process that is articulated during these meeting. This establishes the credibility that most investors are seeking before they put any funds at risk. Bankmark provides a new group the ability to say. "We have with us as partners a firm that has been there and done that...and recently".



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A diverse group of industry experts in all areas required to open bank: corresponding bank relationships, project financing, equipment, technology, legal, accounting, operations, facilities that are capable of providing a turn key bank with custom features or select needs based on specific client request. It is important to real e that opening a bank is fur more complex a process and requires a different skill set than managing a bank on a day-to-day basis that is already in operation.



•

Over the years and especially more recently, organizers, directors, and management continuously infer we "help them see around the corner". Meaning that at any point during the process, we are able to advise our clients as to what's ahead and the impact of options being considered or plans in the queue. The process allows clients to more thoroughly evaluate an element under consideration that may not produce the result desired by the bank's organizing group. If necessary, the group is encouraged to visit banks which have recently opened to better understand the impact and ramifications of their own decisions.



•

Bankmark provides project management and tools, which allow the group to interact with their area of expertise or assignment in the project management process. Our client bank PM programs are built in MS Project and use, as baseline data, our most recently completed projects' timeline information. This process assures all elements to opening in a timely manner and within budget.



•

The keystone to the Bankmark process is the capital acquisition programs built, supported, and implemented at each bank location by trained Bankmark staff.



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Determination of charter and review of new filing procedures by the OCC & FDIC in conjunction with the organizing group.



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Discussion of facilities/locations



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Legal representation review and discussion which firms processed the last several applications



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Pre-opening budget discussion and review

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Identification and Recruitment of qualified Management Team for review with personnel committee and Board of Directors



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Preparing & building the management team for presentation to the regulatory agencies and submission of the application process



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What role now during the organization phase



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What role when the bank opens



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When does the management team start... ideally

2.     CONSULTING FEES

Bankmark will design a marketing campaign to strategically support a public offering of $9-14 million (any overage as allowed by the governing regulatory agency or up 10% of the highest amount stated in the offering circular) to be made by the prospectus/offering and qualified with the State Department of Financial Institutions and/or the Office of the Comptroller of the Currency. Bankmark's professional fee for services is as follows:

•

The fee for facilitating a marketing capitalization campaign to support the public offering is $405,000. This is the total fee and there are no contingencies regarding its payment. All fees are due and payable in advance of the month the work is to be performed. All invoices for such fees and expenses are due no later than the third business day from receipt of invoice.

•

The fees shall be paid in the following incremental amounts:

Payment # 1	$	8,000	August
Payment # 2	$	8,000	September
Payment # 3	$	8,000	October
Payment # 4	$	12,000	November
Payment # 5	$	12,000	December
Payment # 6	$	18,000	January
Payment # 7	$	36,000	February
Payment # 8	$	42,000	March
Payment # 9	$	44,350	April
Payment # 10	$	44,350	May
Payment # 11	$	44,350	June
Payment # 12	$	44,350	July
Payment # 13	$	44,350	August
Payment # 14	$	39,250	1 see note page 6
Professional Fee Total	$	405,000

Bankmark may from time to time, based on project financing, defer a portion of a specific payment. At Bankmark's discretion the bank will be notified as to when the deferred amount is due.

3.     EXPENSES TO BE PAID BY THE BANK

These expenses only represent an estimate. As each required service is negotiated with the selected firm or individual, an agreement or purchase order will be submitted to and approved by the Bank's Management in advance of any payment or commitment to pay. These agreements will be itemized and totaled in a report to management on a monthly basis to account for monies committed or owed against the estimated budget. In each and every case where a budget may be exceeded due to necessary

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changes in the regulatory process, additional events, or any other requirements required to support the Capital Acquisition Campaign, Management will pr-approve the new budget before it is incurred.

Projected Costs:

Bankmark's fees are disbursed monthly over the life of the project. Other costs are paid by the Bank but managed by Bankmark. As the Project Supervisor (PS) and/or Project Manager (PM) prepare to implement the various stages and expense items of this agreement, they will present to the Client a more detailed anticipated monthly expense of the various budget category line items of the Stocksale Expenses. These monthly presentations of anticipated expense will, in turn, be reviewed with Senior Management or the Project's designated representative every thirty (30) days. Items or services to be purchased on behalf of the Bank will be outlined in a contract or estimate form provided by the specific supplier and approved by Bank personnel prior to purchase of the item or service. Based on the assumption that the Bank will have to host 105-125 investment meetings with an average attendance of 25 attendees to meet 2,625(minimum) qualified investors, the following costs are projected:

Graphics Program Development

Logo, Letterhead, Business Cards, Envelopes, prospectus, promotional materials, organization website (design to production). no printing. At time of execution a supplemental contract will be presented to the Bank with a more detailed description of items and payment schedule.

$27,000

Part Time Support Staff

October		$	5,000
November		$	5,000
December		$	5,000
January		$	7,500
February		$	7,500
March		$	7,500
April		$	12,000
May		$	12,000
June		$	12,000
July		$	12,000
August		$	12,000
September		$	7,500
	TOTAL	$	105,000*

The staffing budget only represents a monthly estimate. As we begin the hiring process closer to the stock sale campaign, we will present a more specific (weekly) cost per person spreadsheet for approval.

*

This represents a current market estimate. An updated estimate will be prepared at beginning of hiring process. Payroll expense due net 15 days from date of invoice received.

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Food, Beverage, Facilities (based an 100-120 events)

March		$	6,000
April		$	12,000
May		$	12,000
June		$	10,000
July		$	10,000
August		$	10,000
	TOTAL	$	60,000

These amounts only represent estimates. As each month is planned in advance, the estimates will be recalculated on a per event cost. The event cost are also tracked weekly as each event occurs, cost are posted so at all times the PM and the client know exactly where the project stands in relationship to the budget. This is a cost category tracked jointly by the client and Bankmark.

External Printing

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Invitations



•

Offering circular & all the packaging



•

Presentation boards for investment meetings



•

Letterhead, Business Cards. Envelopes

The quantities, paper specification, etc. will be bid out/estimated upon completion of the design phase. If possible Bankmark will secure a local printer provided the quality standards can be met in relationship to the budget. All print estimates and purchase orders will be signed and approved by the client.

$27,000

Internal Printing**

Internal Printing is a service provided by Bankmark whereby full digital color printing is needed only during the stock sale process. Some examples are Sponsor development handouts, Chairman Circle Advisory/Founders' Group Handout. Because Bankmark prints these files digitally in-house, the client is afforded a cost per piece savings in comparison to using a "Kinko's" of at least 50%. This in-house process allows Bankmark the ability to manage on behalf of the client ordering only what is needed on a weekly basis. Therefore, our quantity counts are low.

$7,500

Marketing Promotions**

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The chairman's' circle /Founders coffee promotion



•

Logo golf style shirts



•

Other time recognition items

        The specifics (i.e. count. item, color specifications, set-up fees) will outlined in a separate agreement for approval by bank/project management prior to beginning the events process. This will include all design, dye-cast, set-up, production and shipping requirements.

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$21,000

Speaker Honorariums**

Speaker Honorariums are paid to any qualified industry expert identified by Bankmark. These individuals most likely have previous experience with the Bankmark program, content and format especially as it relates to regulatory dos and don'ts. They could be Robert Steiner, Dan Hudson, Dennis Ceklovsky, or David Lakes. Each event fee is $450 per event (100 events approx). At the end of each 15-day period during the events phase of the project, Bankmark and the Bank will review and reconcile the speaker honorariums to be paid for that period.

$45,000

Public and Promotional Events

Public and Promotional Events are events "outside of the box" or a standard event whereby the event has a theme that is usually time sensitive, that a special guest speaker has been scheduled, the event requires a broader scope and scale or marketing to draw a larger qualified audience. Any event in this category budget is planned and approved by the bank organizers. $8,000

These projected costs are based on the following assumption:

The most important factor in holding the events cost to a minimum is to maintain a high average attendance: 1) get them to an event and 2) follow up to gauge their interest within 24-48 hours. If our goal is a minimum of 2,625 qualified attendees and we maintain an average attendance of 25 per event, the Bank can reach its capitalization goal upon completion of the 105th event. The caveat is the follow-up by Directors and the Bank is imperative to the success of the Capital Acquisition Program based on these assumptions.

The final payment of $39,250 is due at the release of funds from the impound account, or 150 days from the effective date of the prospectus/offering, whichever first. It should be understood that receipt of the final payment of $39,250 is not contingent upon any conditions or performance.

**Fees paid directly to Bankmark.

4.     TERM

The contract shall expire 150 calendar days from the effective date as published on the offering at 5:00 p.m. unless otherwise extended by mutual agreement, in writing. Any budgetary requirements associated with the continuation of said agreement will be outlined by Bankmark and pre-approved by the Bank or the Bank's representative before any work is continued. All extensions are in 30-day increments approved by both parties. Each 30-day extension is for the fee of $35,000. All fees for extensions are due at the beginning of the 30-day extension.

5.     STAFFING REQUIREMENTS BY FMS/BANKMARK

Overall project responsibility on behalf of Bankmark will be carried out by Dan Hudson ("DH"), Robert Steiner ("RS"), Project Supervisor ("PS"), and Project Manager(s) ("PM"). During the period of time prior to beginning the investment meetings, a senior associate for Bankmark (PM, PS, DH) will meet with the Organizers or Management Personnel a minimum of once every two weeks for a project briefing and update session. A client conference report will be provided to outline the project timeline, responsibilities and resource requirements for the upcoming two weeks and anticipated monthly scheduling or participation required of Bank personnel or the organizing group. It is estimated that a senior associate (DH, RS or PM) will be on location a minimum of 3 days per week prior to the

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investment meetings beginning. The composition of Bankmark's management team will be further defined upon project commencement.

6.     OTHER STAFFING REQUIREMENTS

All project employees will be made available by the Bank and will report directly to Bankmark's PM. Their work scheduling, daily job responsibilities, and if necessary dismissal from the project are the responsibility of Bankmark's PM. Prior to any dismissal of a project employee, Bankmark will review the circumstances and conditions with the Bank Management concerning the employee and their recommendations, if any, for dismissal. In turn, Bankmark also recognizes the importance of congeniality between project staff and Bank Management. Therefore, should conflict/tension between a specific project individual and Bank Management arise, Bankmark encourages Bank Management to immediately bring the situation to the attention of the PS or PM so that any necessary adjustments, employee-transfers, or even dismissal/termination be dealt with so that the flow/momentum of the project not be hindered. The determination of an hourly wage will be gauged and set by the PM based on the experience and skill necessary to perform their job responsibilities pursuant to the requirements of this Agreement. For example, regardless of policies established within the institution, Bankmark or organization/group will not employ $8 per hour fast food entry level personnel for positions which require data entry and sorting skills and/or meeting the public, i.e. a skill level of $14-$16 an hour (or prevailing wage). However, all expenditures of this nature will be within the budget described above unless otherwise agreed to in writing by each party.

Bankmark understands that Part-time/Temporary staff positions with no immediate offered benefits do not always attract "top" people as perspective project employees. Therefore, Bankmark will always attempt to first "pull-in" qualified personnel from other projects (whether in progress or recently completed) to staff a newly beginning project so that the level of experience and training is exemplary and consistent. A combination of experienced Bankmark personnel and new hires from the project's immediate area equate to a well-balanced on-site team essential to the success of the project.

It is important to note that typical "Bank" employees that may work for the institution post-charter normally do not have the skills set necessary for the types of employees Bankmark must solicit and engage to successful perform the duties as specified within the boundaries of this contract. From time to time, Bankmark may hire college or high school students, which could potentially be siblings of directors or others close to the project, but typically they are hired to perform what are considered "after-hours" or "summer-time" duties (See "Part-Time RSVP Callers" below) This contract cannot be viewed, by the Client, as a platform to hire directors' wives, friends of organizers, or banking types which the institution may employ after the Bank opens. This is not a job core.

The staff's payroll will be managed by the PM a Bankmark person familiar with the firm that pays the employees. Invoices are processed through Bankmark's Payroll Manager, approved by the PM and presented to the client. The client must pay for these outside services net 15 days of presentation.

Other part time staff or FTE's (Full Time Equivalent) time has been allocated pursuant to the project budget. Some staff members do not work on site at the organizational office but at Bankmark's office in San Luis Obispo, CA. This provides consistency from project to project, access through universities for data entry personnel or other essential personnel that Bankmark does not have to hire, train, and release as a project ends. Instead it provides Bankmark's clients by spreading out the part time hours needed to support all of Bankmark's projects.

For many banking professionals not being able to "see" an individual causes concern when, in fact, it is the work to be produced in total and in relationship to the specific juncture. Example: Some days the data entry personnel are completely unidated with roster entry and proofing 3-4 staff members. The next day the entire off site office group is consumed with one project. Over all what this systems

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provides (and within a more managed budgetary process) is the human resource component consistently but on call without the project staff on site being inflated.

Part-time RSVP Callers:    Telephone calls to invite critical leads, close friends and personal business relations are best made by the Organizer. However, based on the fact that there are other time commitments by the Organizers, it may be necessary from time to time to employ RSVP callers. These are hourly employees used only during the events phase and not continuously. If it is necessary to employ these individuals, a budget will have to be established. This should only be a hack-up contingency.

7.     FACILITY REQUIREMENTS

The Bank must provide a working location to support a full time staff of 6-8: 1 senior associate, 1 PM and part time people. It should comfortably sustain four desks and the necessary number of working tables and chairs for processing the events material. (1,500-2000 square fee exclusive). The facility shall be secured, well lighted for access 24/7. Unless otherwise noted by memo or addendum, the computer equipment which is supplied is the property of Bankmark. Bankmark and its personnel will not be restricted in any manner from access to its equipment or otherwise.

8.     MISCELLANEOUS EQUIPMENT & SUPPLIES

The PM and support staff must have access to a minimum or 6 phone lines which are not too heavily used by other Bank operational needs, plus one dedicated high speed data line (DSL/Cable modem) and one dedicated fax line. The staff must also be provided with a designated fax machine and copier, which are needed for reports required to keep Organizers and Bank Management updated with current potential shareholder names and event schedules. There is also a significant amount of copying required in the database management and the reporting function. The project also requires a varying amount of office supplies; pens, pads of papers, computer paper, etc., which will be ordered by the PM through the Bank's supplier. There are monthly phone charges for sending data via modem between Bankmark's data center and the Bank's onsite computer systems. These line charges will be billed monthly with copies of the charges from the phone bill. There will be monthly charges for Fed Ex/UPS regarding overnight shipping of data entry work, lists or supplies.

8.1

The procurement of supplies to maintain the project's readiness will be maintained by the PM. The Bank will establish a business account will Office Depot, Office Max, Staples or an equivalent. When supplies are needed the PM will put together a supply request form to be approved by Senior Management. Upon approval by Senior Management the PM will procure the materials and maintain an inventory for the project.

9.     CONFIDENTIALITY OF INFORMATION

Without the prior consent of the Bank, Bankmark shall keep confidential shall not disclose to any third party any of the database or project files or any financial or other information relating to the Bank, which the Bank advises Bankmark is to be deemed confidential. From time to time during the "events" phase of the project, Financial Marketing/Bankmark may invite guests to observe an event. These guests may he other consultants or bank directors and officers from another bank. The Bank will not unreasonably restrict Bankmark in allowing its guests to attend and observe the process. These prospective guest(s) will not be from the surrounding San Diego/South Orange County Area of California. Instead they will be traveling from out-of-town and most likely out-of-state. The client and Bankmark will then select a meeting in which these local guests may attend.

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10.   RESPONSIBILITY AND ACCOUNTABILITY

To assure fulfillment of the requirements within this Agreement, the Bank and/or Organizers of the Bank will designate one individual to work directly with Bankmark in the management and implementation of this Agreement. The contact people are the following: Michael Hahn.

11.   ACCESS TO MATERIALS NECESSARY TO FILL THE TERMS OF AGREEMENT

The bank will supply Bankmark with necessary copies of documents to develop the "sales story" for the investment meeting presentation and development of the director training materials, i.e., the FDIC application, the state application, business plans, strategic plans, etc.

OTHER COVENANTS PROVIDED BY CLIENT 12-22

Bankmark hereby warrants and represents that Bankmark shall:

12

On a best efforts basis with client adherence to the terms and recommendations, work diligently to implement all items discussed herein.

12.1

Not assume or create any obligation for, or on behalf of, or in the name of, or in any way bind, the Bank except as expressly provided by this Agreement.

12.2

Engage in no conduct in the performance of this Agreement that reflects unfavorably on the Bank.

12.3

Obey all laws regulating the conduct of business and be solely responsible for the acts of any agent, employee or representative utilized in connection with the performance of this Agreement; this is introduced and managed by Bankmark for the sole responsibility of implementing the work as prescribed herein. Other agents, contractors or firms employed or contracted by the Bank or Organizers are the responsibility of Management and the organizing group.

12.4

Defend, indemnify, and hold harmless the Bank from any and all liability, claims, demands, suits, costs, charges. and expenses, including, without limitation, attorney's fees incident to any claim, loss, damage, or injury to the person or property of Bankmark and Bankmark's agents, employees and/or contractors, or to the person or property of anyone injured through the acts or omissions of Bankmark or of agents employees, or other persons acting on Bankmark's behalf; except for other firms or employees contracted directly with the Bank or Organizers.

12.5

Bankmark warrants and represents that it has the necessary personnel, experience, expertise and ability to successfully organize, implement and promote the Bank in accordance with the budget.

13.   OWNERSHIP OF MATERIALS

Rights of ownership and reproduction of materials supplied by Bankmark remain solely with Bankmark. This includes proprietary methods, training materials, handouts and evaluation tools used during the

8

implementation of this Agreement. Any materials developed specifically for the Bank, i.e. logos, corporate identity package, signage, etc. belong to the Bank when all monies owed as a result of this work have been paid by the Bank as prescribed within this Agreement. Any other work, which may be developed for the Bank such as promotional materials, etc. ownership licensing rights or rights of reproduction will be outlined and agreed to by each party before said work begins or is produced. Any creative materials which are developed by Bankmark or any subsidiary group (Financial Marketing Services, ebankmarketing.com, etc.) or any of the firms' affiliate websites may depict any and all of these materials produced and a narrative of the project's objectives and accomplishments as part of a "print" or "on-line digital" portfolio and may include (but are not limited to) marketing materials, graphics, and websites.

13.1    BANKMARK COPYRIGHTS & PATENTS

During the course of the consulting engagement, Bankmark will as part of its responsibility make available or provide materials to the organizers, directors and management team. These materials are only for the specific purpose of managing, tracking, education and training. They are not to be copied or distributed outside the immediate group of organizers, directors, management and staff. These materials are for internal use only. Should they be mistakenly used during the capital acquisition phase of the engagement, the project members of the group could be put at risk. These educational materials are for the sole purpose of training and may not be used for sales or solicitation of prospective shareholders. These materials and the process they represent are proprietary to Bankmark and are protected by copyrights.

The database application program is owned by Bankmark. In the case of a de novo Bank whose current staff possesses the skills and talents to copy, modify, change or duplicate the application program, the Bank directors and management must assure Bankmark that no efforts by said staff will occur.

At no time while Bankmark is actively engaged in the project or upon its completion will the software application program be modified, duplicated, copied or changed without our prior written approval.

The lists, rosters, critical leads, or any materials supplied to Bankmark for the development of the database is the property of the group and or individual who provided the materials. Upon completion by the staff of use of this material it will be returned to the individual whom it belongs. The completed database will become the property of the bank upon completion of the project and fulfillment of the terms specified in this agreement.

14.   NON COMPETE

Bankmark is currently working and meeting with other organizing groups in other areas of the United States and it is not our practice to provide non compete covenants during organization, as groups can end their organizing efforts at anytime by electing not to finish the project. For the Scope of this Engagement and for the duration of the Bank's Capital Acquisition Process, Bankmark hereby promises not to attempt to raise capital for any other potential client/organizing group similar to the Client's organizing group in the San Diego/South Orange County Area of California. However, upon completion of this Agreement, no such limitation nor obligation shall survive.

Should the Bank upon opening use Bankmark to provide marketing programs and services, a limited non compete agreement can be developed pertaining to the Bank immediate marketing area.

15.   ASSIGNMENT

Except as provided herein, this Agreement or any rights or obligations hereunder may not be assigned by either party without the prior written consent of the other party.

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16.   SURVIVAL

Paragraphs 9, 12, 13 and 14 shall survive the expiration or termination of this Agreement.

17.   AMENDMENTS

This Agreement may be modified in writing only, and cannot be changed orally.

18.   COMPLETE AGREEMENT

This contract is the entire and only agreement between the parties. The contract replaces and amends any previous agreements between the parties. This contract can only be changed by agreement in writing signed by both parties.

19.   PARTIES LIABLE

This contract is binding upon all parties who sign it and all who succeed to their rights and responsibilities.

20.   NOTICES

All notices under this contract must be in writing. The notices must he delivered personally or mailed by certified mail, return receipt requested or Fed-Ex/UPS Next day to the other party at the address written in this contract, or to that party's attorney. A facsimile documentation from either party will be considered acceptable written notice if it is immediately followed by the original hard copy via aforementioned delivery specifications.

21.   CHOICE OF LAW

The terms of this contract shall be interpreted under the laws of the state in which the Application is filed.

22.   SEVERABILITY

If one or more of the provisions of this contract are deemed invalid or illegal the remainder of the contract shall survive.

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ADDITIONAL TERMS OF THE CONSULTING AGREEMENT

•

Bankmark shall be available to meet with any regulatory agencies or the Bank's attorney as needed to effectively implement the requirements of this Agreement.

•

Upon completion of the public offering, Bankmark will provide a written action report on issues concerning the de novo bank in the areas of product development, delivery systems, and topical marketing needs based on current trends experienced during the campaign. This written report will be followed by an oral presentation by Hudson & Steiner to the Board of Directors. This is not to be confused with a marketing plan but rather it report on issues and recommendations

•

The parties agree that the Bank or Bankmark may require that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, will be settled by arbitration in accordance with the Rules of the American Arbitration Association in effect at the time that the controversy or claim arises, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The forum for any such arbitration proceeding shall be at the local office of the Judicial Arbitration Mediation Service nearest to the headquarters of the -Bank.

•

Should any legal action or arbitration proceeding be brought in connection with any provisions of this Agreement, or to collect damages for either the breach of any term of this Agreement or false representation or warranty given in connection with this Agreement, the prevailing party shall be entitled to recover all reasonable attorney fees, and costs and expenses actually incurred in such action or proceeding.

•

Significant suppliers of' goods or services shall be approved jointly by Bankmark and the Bank^- to assure the greatest possible success. If the Bank requires the specific use of a supplier, the Bank will assume all responsibilities for delivery of those specific goods and services, and any delays or problems caused by use of said supplier. Bankmark's purchasing strengths due to its long term relationship with many suppliers provides clients with the advantage of special pricing, i.e. reduced fees, or better terms, i.e., delayed partial payment until release of Funds from the impound account. While all contracts negotiated with any provider of goods or services and approved by the client, any firms or individuals that are providers of these services on an ongoing basis for Bankmark are managed by Bankmark with oversight by the organizers during the term of the engagement. It's this leverage and tie to responsibility that allows Bankmark to procure and expedite service to its clients. Bank-mark shall not accept any gratuity, rebate, fee, non-cash trade, commission or any^- other direct or indirect accommodation as it pertains to providers of goods or services used to implement the work as prescribed herein. Bankmark maintains an ongoing marketing relationship which may include fee for referrals, shared marketing and promotional costs for workshops and seminars with, but not limited to, the following firms: 1) Foster, Pepper & Shefelman PLLC, 2) East Point Technologies, 3) Midwest Bankers, Jenkens & Gilchrist, 4) Brooks, Pierce, McLender, Humphrey & Leonard LLP, 5) Information Management Technologies, 6) TIB, 7) Aldrich & Bonnefin. 8) Steiner & Associates, 9) DFC Consulting Company, 10) Bankers' Compliance Group, 11) WIB, 12) Stevens & Lee, 13) Goodwin & Procter, 14) Powell, Goldstein, Frazer & Murphy. Should the bank elect to engage the services of any of these professional organizations, it is the responsibility of the bank to conduct their own thorough evaluation of the services to be provided.

•

Speaker honorariums and travel expenses can become very costly. It is Bankmark's intent to provide the best resource to accomplish this task. To have a celebrity speaker for each function of the estimated 80+ functions would be cost prohibitive. When applicable, Bankmark will use bank directors from other institutions, industry observers, and in many cases, Robert Steiner. Mr. Steiner's relationship as a speaker is separate from that of services provided directly by Bankmark. As a speaker, Mr. Steiner is paid by the Bank from the estimated budget for speaker honorariums or any other individual designated by Bankmark as appropriate. Because speakers must set aside the time to meet the requirements of the scheduled meetings, if for any reason the meetings are canceled, they

11

are paid accordingly. If canceled within 48 hours notice, 50% of the speaker honorarium is due. If canceled 24 hours prior to the meeting, the entire fee is due.

•

Let it be understood that Bankmark does not participate directly or indirectly in any sales transaction between the Bank and prospective shareholders, nor will it solicit subscription agreements or collect monies for prospective shareholders in connection with such activity. Because Bankmark is not an agent for the Bank or the de novo bank, or making representations as an agent, the Bank agrees to indemnify and hold harmless Bankmark from and against any and all damages, loss, cost expense, obligation, claim or liability, including but not limited to attorney fees and expenses, arising as a result of the Bank making said offering.

•

The scope, nature and details of the consulting services provided by Bankmark, as well as the identity and background of the parties Bankmark introduces to the Bank, will not be divulged to anyone other than those directly representing the parties to the transaction and unless otherwise required by applicable law.

•

During the term of this Agreement should Dan Hudson/Bankmark become incapacitated and unable to direct this project in any manner, Robert Steiner will complete the project as prescribed herein and the Bank will pay to Mr. Steiner any forthcoming payments. Notification to enact this specific condition of the Agreement will be in writing by Mr. Hudson or his estate representative for Bankmark. If the Bank does not elect to have Mr. Steiner complete the project, all monies owed Bankmark, are still due and payable as prescribed herein.

•

Bankmark works for and at the sole discretion of the Board of Directors. If, at any time, Bankmark believes the group needs to receive information or be informed of any detail affecting the project, Bankmark will not be denied access to the group in any manner.

The parties have executed this Agreement to be effective as of August 20^th, 2003 (the "Start Date").

Financial Marketing Services Bankmark	de novo Bank (Western Pacific Bancorp)
/s/ DAN HUDSON	/s/ MICHAEL S. HAHN
Dan Hudson, President & CEO	Michael S. Hahn, Bank Representative

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ADDENDUM

This Addendum is attached and made part of that certain Consulting Agreement by and between Bankmark and Western Pacific Bancorp, Inc. ("Bank") dated September 9th, 2003.

OUTLINE PROJECT CAPITALIZATION PROCESS

A.

Strategic Capitalization Plan,

B.

Public Relations,

C.

Events Management and Speaker Coordination,

D.

Director/Senior Management Training on How to Present the Independent Bank as an Investment Opportunity,

E.

Shareholder Database Management and Computer Equipment,

F.

Consultation regarding the development of marketing communication materials,

G.

Written opinions, observations, and oral presentations on strategic issues concerning the Bank will presented during the engagement period. A marketing opinion paper will be presented to Directors and Senior Management at the conclusion of the campaign.

A.    STRATEGIC CAPITALIZATION PLAN

The success of any capitalization effort is the strategic plan which, when developed, is built on the realistic abilities of each Director's strengths, weaknesses, opportunities and threats. This plan is developed only after a series of personal interviews with each Director.

The elements of each Director interview is quantified, weighted and formulated in a matrix format. This allows Bankmark to develop a capitalization plan based upon the expected, collective contributions of the Director Group and Senior Bank Management. It allows for the optimization of each individual's effectiveness based on their available time, sphere of influence, sales abilities and other critical factors.

The capitalization plan is designed to meet the Bank's required capital needs in increments, based on how focused Management and the Director Group is and how quickly they wish to proceed. The group will have an opportunity to contribute its input before the plan is finalized. During the development of the capitalization plan, Bankmark will meet with the de novo bank's representative every thirty days (or as needed) to review Bankmark's progress, share any concerns, or discuss possible requests for assistance the Bank and Organizers of the de novo bank may have. Within a reasonable time from the start date of the Consulting Agreement, Bankmark will submit to the Organizers a written report of its assessment of the organizing group and where it sees the de novo bank within its marketplace, but before the capital acquisition program. This report will also include a detailed strategic capitalization plant with a proposed events calendar. It should be noted that change might occur in the plan based on input from Bank Management, the approval of the offering and its anticipated effective date. Upon the final review by Bank Management and the incorporation of any changes, Bankmark will present the capitalization plan during the Director and Senior Management Training Session.

Monthly project review and assessment by Bankmark and a representative of the Board of Directors is important to assure the ongoing success of the capitalization program. This forum will allow Bankmark to review with the Banks representative's issues or concerns regarding the performance of key individuals and the program's effectiveness and efficiency according to the project timeline. This review process is most critical during the events phase of the program. This forum allows the Organizers the opportunity to critique Bankmark's performance and make recommendations for change or request additional assistance. During this review session, the Directors and Bankmark can openly review in confidence the efficiency reports provided by Bankmark (see Section C, Monitoring the Events

13

Performance). This review process assures the Bank the opportunity for direct input and hands-on participation in the effective completion of the capitalization program. Conversely, Bankmark can, at these meetings, also present requests for any additional resource allocation the project may require.

B.    AVAILABLE PUBLIC RELATIONS OPPORTUNITIES

•

Newspapers,

•

Local Financial TV news,

•

Professional and public service organizations to which Directors belong,

•

Scheduled events,

•

Materials published by the Bank,

•

Any other communications vehicle, which is in regulatory compliance during the capitalization phase.

Public relations are critical to the success of any capital acquisition campaign. Using the local media to increase public awareness of the Bank's future plans, its Management, the business and economic outlook, and other information will position the Bank and entrance its community image. Bankmark's public relations activities will not unreasonably be restricted by Bank Management or the Board of Directors in any manner.

No single media vehicle is completely effective in telling the Bank's story. An integrated and balanced approach must be used. A considerable increase in the level of public awareness needs to occur within both the public and professional spheres of influence of the Bank. This must all be in place before the events process begins.

Bankmark designs, manages, and facilitates this integration process subject to the approval of the Bank (the direct costs of any artwork or printing are separate items). A review of the public relations materials enclosed in Bankmark's initial capabilities presentation will illustrate to Management how scheduled events, coupled with the public relations function, enhance the public's awareness of the investment opportunity. Any public relations material developed by Bankmark on behalf of` the Bank is not released until Bank Management has reviewed and approved it. A member of Senior Management is present at all meetings, which Bankmark may schedule between the Bank and area newspapers, publications and other media. The Bank and Bankmark agree to work jointly on all public relations efforts.

C-1.    EVENTS MANAGEMENT AND SPEAKER COORDINATION

Bankmark's proven formula for success enables the Director Group to present the investment opportunity to qualified individuals through a series of hosted events. Each event features a financial expert who addresses the investment opportunity in several ways. In the case of the Bank, there must be a concerted effort to reach the required capital level in the shortest period of time possible. Bankmark is responsible for scheduling and managing the financial industry experts and providing the PM.

Events Process Management.    Bankmark's proven strategy for capital acquisition includes the manner by which each prospective investor is invited to, and processed during, the events phase of the campaign. Invitation processing, facilities management, greeting guests, presenting the investment opportunity, and coordination of guest speakers are managed solely by Bankmark. This process is explained thoroughly during the Director and staff training modules. All local customs and/or community traditions are respected and incorporated into the process. However, Bankmark upon concurrence of the Bank, determines the final components and sequence of events during the stock sale campaign. This includes the use of outside industry observers/speakers. This component of the Bankmark process cannot be

14

changed without full agreement, in writing, by Bankmark (The organizers and directors are restricted as to what they can and cannot say during the offering period).

To provide assurance that the project proceeds in a timely manner and the client has a record of important elements affecting the project, a weekly status report log is maintained by Bankmark. Copies of the log are presented weekly by the PM to the Bank's designated Client Resource Manager. This report gives a detailed breakdown of all part-time employees, their hours and costs, any increases or changes made in the database and personnel scheduling during the events phase. This enables the Client Resource Manager to approve the previous week's staff allocations, schedule their personnel for the corning week and make any necessary adjustments.

Monitoring the Events Performance.    Upon completion of each weeks events, a thank-you letter is sent to each attendee. Accompanying the letter is an attendee- questionnaire. This allows Bankmark to measure all aspects of the events process, especially the follow-up phone calls. Each week during the events process, Bankmark provides Management with an event-by-event synopsis table. This table tracks elements such as the ratios of RSVP's to Shows and Mailed to Shows, etc. These timely monitoring tools keep Management and Bankmark apprised of all aspects of the events process.

C-2.    PUBLIC AND PROMOTIONAL EVENTS

In addition to the standard investment opportunity meetings, breakfast, lunch and evening refreshments, and hors d'oeuvres, the project may require the development of public and promotional events. These public and promotional events are usually hosted by the Bank to attract specific target market segments, for example:

A.

Physicians—flow to make money in a managed care environment

B.

Small Business Professionals—Getting your Banker to say "Yes"

C.

Or events targeted to women, minorities, special interest groups, or any market segment necessary to attract investors

D.

Wealth Building and/or Financial Planning

E.

The State of the Economy and Your Business

It is not possible to determine now at the inception of this working Agreement what type of public and promotional event(s) may be necessary or how many public and promotional events will be needed. If these types of events are determined to be necessary during the development of the Capital Acquisition Program strategy or later, during its implementation, Bankmark will meet with Bank Management to discuss the recommendations and develop a budget accordingly. The public and promotional events have been essential during Bankmark's last four projects to raise significant awareness regarding the:

a)

offering circular



b)

help close the offering circular by creating a sense of urgency



c)

creating greater visibility with businesses and professionals

C-3.    GUEST SPEAKER/INDUSTRY EXPERT

This working Agreement provides for the requirement of industry experts to be present during the Bank's hosted or sponsored investment opportunity meetings. In planning for the estimated 105 meetings, Bankmark (Hudson, Steiner, Ceklovsky) may function as the industry experts. The speaker honorarium fee is $450 per investment meeting with a minimum of two meetings on a scheduled event day. To provide the Bank with the best possible coverage for presentation, Bankmark will, in addition to the scheduled investment opportunity meetings, allow the Bank to schedule and facilitate Speaker

15

Days. Within the two event-minimum day, the Bank may also schedule a round table discussion with six to nine guests or one-on-one meetings with Founders or significant investors. Within a Speaker Day, a schedule could be two standard investment meetings, lunch-evening, to include a breakfast round table with two one-on-one meetings, or a total of five (5) meetings during the day.

D.    DIRECTOR, MANAGEMENT AND STAFF TRAINING

Bankmark conducts a series of Director interactive workshops for Organizers and Senior Management, and two Management Workshops (see Exhibit). The objective of this workshop is to assure that each participant involved in the Capital Acquisition Campaign has current information on the industry in general and the performance of independent banks in particular. This data is consistent with the information presented at the investment meetings. Workshops are conducted at a mutually acceptable time prior to the offering effective date. These workshops take place during work hours, evenings and at least one weekend. It is imperative that those involved in the selling process be required to attend all training and sales meetings. If, after the completion of these workshops, one or two individuals require additional training, Bankmark provides for that. Notice for the workshop series is given three weeks in advance of the date scheduled. Any make-up session is conducted by Bob Steiner for a fee of $2000 and paid at the release of funds from the impound account.

Sales meetings arc very important in order to evaluate each team member's progress, to discuss common issues or concerns and to allow Bankmark to monitor the group's weekly follow-up. These meetings are mandatory and the Bank supports this schedule and allows sales team members to attend (see attached). Exhibit #1.

E.    DATABASE MANAGEMENT AND COMPUTER EQUIPMENT

Each Director provides the names of key contacts for potential shareholders, A rule of thumb is that for every million dollars of capital needed, the Bank needs 1500 qualified names, which later become the Banks base for business development activity. Bankmark works with each Organizer and member of^-Bank Management to develop a database sufficient to meet the capital requirements. The Bank must provide sufficient physical space to accommodate the tactical support staff,: computers and phones as well as necessary parking in a safe area for all staff.

Database Ownership:    Bankmark develops and manages the database with text files in Microsoft Access 2000. Upon completion of the capitalization project, the Bank^- may purchase MS Access (from any supplier) and Bankmark will transfer the data files to the Bank's computer upon final receipt of all monies owed on the contract; addendum, or extensions. If Bankmark changes the database applications software during the capital campaign, the Bank may be required to buy, from a computer supplier of their choice, a single-user version of the new software. Upon receipt of final payment for the contract, Bankmark will install its customized applications on the Bank's system only in the event that the Bank has provided the required software to complete the conversion. During the duration of the project, Bankmark will instruct one individual from the Bank; on how to access and retrieve data from the Bank's files. This individual will be provided the security access code for the Bank's files. No other Bank individual will have direct access to tits: files during the stock sale campaign. This will insure that there will be little chance of contaminating or dancing the files. The Bank will be provided a "How-To Guide" in the capabilities of their new database at the end of the project.

The parties have executed this Addendum to be effective as of August 20^th, 2003 (the "Start Date").

Financial Marketing Services Bankmark	de novo Bank (Western Pacific Bancorp)
/s/ DAN HUDSON	/s/ MICHAEL S. HAHN
Dan Hudson, President & CEO	Michael S. Hahn, Bank Representative

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Exhibit #1
The Director's Pack
A Series of interactive workshops
Facilitated by Bankmark

Bankmark is committed to preparing its clients to best formulate and implement the strategies and actions which will ensure that the resources of the organizers of de novo banks are expended in the most effiecient and cost effective fashion. To that end, as part of Bankmark's Capital Acquisition Program, we have developed a series of workshops which prepares the proposed Organizer/Director/Management to deal effectively with not only the placement of stock but the critical issues and skills required to carry out their duties and responsibilities are presentatives of their shareholders and depositiors.

The series is designed to, raise the participant's awareness and guide, educate and expose them to the citical skills and competencies necessary to not only successfully place the stock but to make sound decisions and lead the bank to profitability after it opens. Below is a brief description of each workshop.

Director Orientation:    (Workshop #267-DO) this series of five workshops are designed to prepare the Organizers and officers on how to most effectively participate in the Capital Acquision campaingn. During these sessions, we set the tone of the comapign and define the stock placement methodology. The program is designed to enable the participant to become comfortable with the tools available to them and to anticipate the prosepective shareholders questions and move comfortably to close the sale. The content is designed so that the "non-salesperson" will quickly reach a level of comfort when discussing the bank's investment opportunity. The length of each session is approximately 4-6 hours and scheduled at the convenience of the client.

Session #1—The Basics

•

Sponsors, criteria, profile and locations for an investment meeting



•

The anatomy of a typical investment meeting



•

An overview of the banking industry in the State



•

Current trends in community banking



•

Selected operating data of solid performing community banks

Session #2—The Nitty-Gritty

•

Developing a common language



•

Reaching consensus on the approach to industry and local issues



•

Commonly asked questions (and the effective responses)



•

Overcoming objections to the sale

Session #3—Closing Techniques (2-3 weeks into the campaign)

•

Progress review and table exercises designed to share experiences and help each organizer to better present and interact with prospective shareholders and close the sale

Session #4—Make up Session

•

For those who may have missed a previous workshop or for those who what a "refresher".

17

Session #5—The Partner Session

•

A special session for the organizer's "partner", (husband, wife, or significant other). The organizer's "partner" may well be involved in hosting an investment meeting, developing lists of potential attendees, etc. For those who may not be directly involved, at the very least they will be effected somewhat by the Organizer's time commitment during the stock sale. Therefore, it helps them to have some understanding of the commitment, process and implications pf the capital campaign (attendance is optional and usually centered around a lunch). It is approximately 2 hours in length.

Director 101:    (Workshop #303) designed for the proposed director who has not previously been involved in guiding the destiny of a financial institution. This is an overview utilizing workbooks, supporting documents and regulatory guidelines, which enables the director to prepare for the duties and responsibilities they have accepted. The length of the session is approximately 4-6 hours.

        The critical issues covered:

•

Understanding the operating environment



•

Working with the regulators



•

Working with and retaining quality management



•

Monitoring operations



•

Operational "Red Flags"



•

Committee assignments



•

Understanding the regulatory "Alphabet"



•

Serving the community needs (CRA)



•

Continuing director education

Care and Feeding of Your Directors:    (Workshop #313) designed for the officers and senior staff to help them deal effectively with the organizing group both during the organizational phase as well as after the bank opens. For those who have been previously involved with a community bank board, this serves as a review. For those who have not, it is basic training for better understanding the motivations and mind-set of the type of individuals who are typically the driving force behind a new bank. This is an exercise in developing the most effective way to deal with your directors on a day to day basis. Length of this session is approximately 3-4 hours.

        The core topics:

•

Whose bank is this anyway?



•

Two different worlds



•

Is there really a common vision?



•

What do they bring to the table?



•

What do I bring to the table?



•

Is director education good or evil?



•

The whole should be greater than the sum of the parts

The Service Imperative:    (Workshop #156-SI) designed to focus the group's attention on the specific reality of delivering quality service. So much is said about the promise of quality service, yet service does not develop in a vacuum. Through a series of group exercises, the organizers and officers look

18

beyond mere words and labels to reach consensus regarding the specific standards and guidelines necessary to actually deliver on the service promise. The length of this session is approximately 5-6 hours.

        Major topics:

•

What does the customer what?



•

What does the customer need?



•

What are the barriers that must be overcome?



•

What are the solutions that must be implemented?



•

Reaching consensus



•

Gathering and applying demographic and psychographic data



•

Developing the marching orders

Strategic Focus:    (Workshop #145-SF) [Optional] designed as the precursor to the development of a comprehensive strategic operating plan. This workshop takes the group through an overview of the critical components of a strategic plan. The group's regulatory application is used as a basis for formulating the level of strategic thinking necessary to move the organization from the speculative/formative stage to the implementation/realization stage. This is a focus on the "how", rather than the "what" of an effective set of marching orders. In addition, through a series of table exercises and group discussions, the group reaches consensus on the importance of the critical issues that will successfully drive the bank. The length of this session is approximately 6 hours.

        Central Issues:

•

The group's core values



•

The group's vision



•

The Mission statement



•

How to define goals and objectives



•

The Board's expectations



•

Management's expectations

19

Western Pacific Bancorp, Inc. (Pacific Coast Nat'l Bank) Organizers—Graphics Development Addendum

In preparation to publicly launch the Bank and introduce it into the market, now comes the time to begin the Graphics Development of this project. The graphics materials to be developed were budgeted to begin December 2003. We are confident that the application will process quickly. Coupled with this, the economic market today is more competitive in the task of raising capital. Therefore we must begin immediately to position the opportunity and build the database in information to support our capital goal. The budget that was outlined for the development of the graphics material was $27,000 (pg. 4 original consulting contract). This current document represents an addendum to the original consulting contract [[SC00003]] initiated on August 14, 2003. The Graphics Development includes the following:

•

Logo Development

•

Letterhead, Business Cards and Envelopes

•

Website Development

•

All the appropriate materials to support the offering. (This includes the offering package, invitations, Sponsor Development Materials, Chairman's Circle and Founder's material, and various promotional items to be selected.)

Design to production means the development of the creative materials through mechanical pre-production requirements to produce each individual item. The production contracts to support these materials will be developed and presented to the group upon approval of the final version these created materials.

•

$6,000—initial deposit

•

$3,000—presentation of logo concepts. (Modified by Hudson to be paid no sooner than March 31, 2004)  /s/  MSH  /s/  RWG  /s/  DH

•

$6,000 upon approval of logo and print extension materials. (Estimated presentation and approval within 35-55 days from beginning of process) (Modified by Hudson to pay $3,000.00 no sooner than March 31, 2004 with balance of $3,000.00 not to be paid sooner than June 30, 2004 or upon funding of Pre-Org Loan)  /s/  MSH  /s/  RWG  /s/  DH

•

$6,000—mechanical completion of all print material (Modified by Hudson to be paid no sooner than June 30, 2004 or upon funding of Pre-Org Loan)  /s/  MSH  /s/  RWG  /s/  DH

•

$6,000—all print material to press ((Modified by Hudson to be paid no sooner than June 30, 2004 or upon funding of Pre-Org Loan)  /s/  MSH  /s/  RWG  /s/  DH

Upon final payment of all invoices that support the original consulting agreement, copyright of the Bank's identity and all its supporting materials outlined herein transfer to full ownership of the organizing group and the Bank. Rights of reproduction transfer to the Bank upon receipt of final payment of all invoices. Bankmark retains the right to present these materials in its printed and electronic portfolios.

/s/ MICHAEL HAHN	1-05-04
Michael Hahn, President	Date
/s/ RICHARD GRINYER	1-05-04
Richard Grinyer, EVP & CCO	Date
/s/ DAN HUDSON	1-05-04
Dan Hudson, Bankmark	Date

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Exhibit 10.1

CONSULTING AGREEMENT
ADDITIONAL TERMS OF THE CONSULTING AGREEMENT
ADDENDUM
OUTLINE PROJECT CAPITALIZATION PROCESS
Exhibit #1 The Director's Pack A Series of interactive workshops Facilitated by Bankmark
Western Pacific Bancorp, Inc. (Pacific Coast Nat'l Bank) Organizers—Graphics Development Addendum

EX-10.2

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Exhibit 10.2

ECONOMIC AND APPLICATION AGREEMENT

This agreement made and entered into this 13th day of` August, 2003, by and between Western Pacific Bancorp. Inc. (hereinafter referred to as "Client"), whose mailing address is 1745E. Alvarado Street, Fallbrook. California and Dan Hudson dba Bankmark (hereinafter referred to as "Consultant"), whose principle office is located in San Luis Obispo, California.

        IN CONSIDERATION of the mutual agreement herein contained, it is mutually understood and agreed by and between the parties as follows:

I      NATURE OF SERVICES

A.

The consultant is hereby authorized to proceed with the engagement as detailed in EXHIBIT A, which is considered an integral part of this Consulting Agreement, a copy of which is attached.

The exact scheduling and extent of any additional actions relating to the project will be determined by mutual agreement between client and consultant.

In addition, the consultant may from time to time be requested to participate in other related activities. In such cases, the consultant and client will mutually agree as to whether they are included or stand outside this agreement.

B.

Any direct business expenses incurred by Consultant, including, but not limited to telephone, travel and the like, must be preapproved by the client in order to qualify for reimbursement by them.

C.

Consultant agrees to use his best efforts in conducting all of the activities related to in this Agreement.

D.

Nothing contained herein shall be construed to create the relationship of Employer and Employee or Agent and Principal between the Client. Consultant shall conduct his business as an Independent Contractor and shall have no authority to create, alter or amend any agreements or representations on behalf of the Client or to incur any liabilities for the Client. Consultant acknowledges that he is not an employee of the Client and said Client is not obligated nor charged with the responsibility of withholding income taxes from any commissions due the Consultant, nor is the Client obligated to pay Social Security, Taxes, nor FICA taxes upon or for the Consultant.

E.

Consultant agrees to adhere to fair business principles and comply with all Federal, State and local laws and regulations either existing or pending. Consultant further agrees to file applications for licensing, bonding or other permits, and to pay all fees pertaining thereto as maybe required by any regulatory body.

II.    SOLICITATION AND TERMINATION

A.

Consultant agrees that he will not issue, distribute or circulate any advertising or promotional material, circulars or pamphlets relating to the Client unless and until it has been authorized and approved in writing by the Client. The Consultant shall withdraw any said material and discontinue its use immediately upon the Client's written request to do so.

B.

This Agreement may terminated by either party, with cause, upon written notice. Upon the giving of said notice, the Client shall cause to be paid to Consultant any monies due Consultant, as herein provided, and Consultant, in turn, shall reimburse the Client for any monies, if any, by it advanced or earned.

III.  COMPENSATION

In consideration of the; services pert brined hereunder by Consultant, Client will pay Consultant an amount based upon the work outlined in EXHIBIT A(attached) not to exceed that amount listed in

EXHIBIT A. The terms and conditions listed in EXHIBIT A are considered an integral part o f this Consulting Agreement.

During the course of the engagement. invoices may be submitted representing progress payments for work completed. Such invoices and any balances thereof, are due within ten (10) days after presentation.

The above referred to fees shall constitute the only source of compensation to Consultant by Client.

IV.    CONTRACT ENFORCEMENT

A.

This agreement constitutes the entire agreement about understandings between the parties and supersedes any and all other agreements between the parties.

B.

No remedy granted to the parties by virtue of the Agreement shall be exclusive of any other legal or equitable remedy available to the parties existing by laws of statute.

V.     MISCELLANEOUS

A.

The parties agree and intend that all questions concerning this Agreement, including the validity. capacity of parties, effect, interpretation and performance shall be governed by the laws of the State where the Application is filed.

B.

The rights. privileges, duties and obligations of both the Client and Consultant to each other shall be limited to those specifically set forth herein.

C.

This Agreement and the terms, conditions and obligations herein contained shall be binding upon the parties hereto, their assigns, transferees, heirs and legal representatives.

D.

This Agreement shall not vest in Consultant, his heirs, estate of legal representatives, any right, title or interest in any assets in the Client itself its name, good will or other market business activities other than as set forth in this Agreement and only for so long as the Agreement has not been terminated and no longer.

E.

This Agreement and the attached EXHIBIT A, constitutes the complete Agreement between the Consultant and the Client. No representation or promise, either oral or written, have been made except as specifically set forth herein. Should any part of this Agreement be declared invalid, such invalidity shall not affect the remainder of^-this Agreement. It is the intention of the parties that they would have executed the remaining portion of this Agreement without herein including any portion, which may hereafter be declared invalid.

F.

The forbearance or neglect by either party to insist upon the performance of this Agreement, or any part hereof shall not constitute a waiver of any rights or privileges.

        IN WITNESS WHEREOF. the parties hereto have executed this Agreement on the day and year first above written.

        THE FOREGOING IS HEREBY AGREED TO:

BY:
Western Pacific Bancorp, Inc.
By:	/s/ MICHAEL S. HAHN Michael S. Hahn, President
By:	/s/ RICHARD W. GRINYER Richard W. Grinyer, Secretary/Executive Vice President
DATE:	8-14-2003
BY:	BANKMARK
DATE:

EXHIBIT A

OVERVIEW OF ENGAGEMENT:

•

The basic components oft he assignment include the following main elements:

•

General Consulting (Strategy development)

•

Prepare materials or, and attend, pre-filing meeting(s) with Regulators

•

Meet with proposed Directors to assist in completing their interagency financial and biographical application forms

•

Interview individual Organizers. to discuss their duties, responsibilities, etc.

•

Develop the Business Plan (in concert with Management) including the pro-forma projections

•

Prepare the complete new Joint Agency application (revised March 2002) for a Commercial Banking Charter, with the O.C.C. and FDIC

•

Assistance in the preparation of other required materials including. but not limited to:

•

CRA Statement

•

State historical/environmental determination of sites selected for bank facilities

•

Salient published legal not ices

•

Monitor regulator processing of applications

•

Comply with all requests by Regulators for clarification and/or additional data

TERMS OF ENGAGEMENT:

1)

Provide Management/Directors with a course of action required to complete the regulatory applications.



2)

Provide Management with a specific outline of information required for the O.C.C. and the FDIC.



3)

Prepare Director/Organizer Interagency Financial and Biographical Forms and other required materials



a.

Distribute and collect all required regulatory "forms" with appropriate supplemental instructions



b.

Conduct a meeting with Directors/Organizers to review the required information needed to complete all forms



c.

Answer individual Director/Organizer CONFIDENTIAL questions and consult with their legal counsel if necessary on selected matters



d.

Review and edit completed Director/Organizer forms for accuracy and completeness



e.

Follow up with Directors/Organizers for form content clarification and additional information



f.

Prepare finalized biographical and financial forms for Director/Organizer final review.



g.

Ensure that all fingerprint cards are correctly prepared for both agencies.



h.

Prepare and review all regulatory release forms



i.

Examine Director Qualifications and Related Experience



j.

Prepare Director Job Description and Responsibilities

k.

Conduct individual Director/Organizers Interviews to review and clarify:



i.

Prior financial institution experience



ii.

Other financial field related experience



iii.

Other organization Board experience



iv.

Community/Professional involvement



v.

Individual contribution as a potential board member



vi.

Other relevant experience/contacts, etc.



4)

Prepare Management Section



a.

Assist Management ("team" if applicable) in presenting his/their separate and combined qualifications



I

Review resumes for review, update and revision



ii.

Banking Experience (specifics re: lending, operational, and/or administration background, etc..)



iii.

Direct and Indirect Board Experience



iv.

Independent Bank and Marketing- Experience



v.

Prepare Job Description and Vitae for Senior Management candidates



5)

Prepare Facilities Information relating to:



a.

Physical Location



b.

Site and floor plans



c

Tentative purchase/lease agreement(s)



d.

Tenant improvements



e.

Purchase/lease of Furniture, Fixtures and Equipment



f

Related parties involvement with the premises and/or FF&E



g.

State-National Historical determination



h.

Zoning and environmental effect



6)

Develop, with Management, the.Business Plan including:



a.

Reflection of Director/Management Philosophy and marketing strategy



b.

Management expertise and utilization



c.

Director expertise and utilization



d.

Market analysis



i.

An overview of the market and opportunities



ii.

Current demographics



iii

Specific Goals and Objectives



iv.

Market growth and composition of "target" sectors



e.

Proforma Financials (3 years, by quarters) in concert with Management



i.

All supporting schedules



f.

Peer Group Comparisons

g.

Assumptions and Footnotes



7)

Prepare Capital Adequacy Analysis



8)

Prepare the Required Proposed Market and Economic Information



a.

Develop supportive market information relative to the Strategic Market Plan



b.

Information in support of regulatory "Convenience and Needs" requirements



c.

Current area development and projected economic growth data



d.

Statistics and other information regarding lending needs of the new bank's market(s)



9)

Prepare Competitor data and analysis:



a.

Prepare competitor/peer group data trends



10)

Prepare Miscellaneous Information Regarding:



a.

Correspondent banking relationships



b.

Guidance in preparing, and review of, regulatory mandated policies manuals



c.

Director Board and Committee duties and assignments



d.

Risk Management Coverage (insurance)



e.

Data Processing plans: vendor, in-house, etc.



f.

Other relevant information



11)

Summary and Conclusions Regarding the Application's Merit, Strengths, and Market Position



12)

Miscellaneous and Related Consultant Responsibilities



a.

"Packaging," of the applications (printing, proper format, required number of copies, etc.)



b.

Interface with Office of Historic Preservation regarding historical determination of sites



c.

Address zoning and environmental concerns



d.

Provide required Legal Notices for Newspaper publication



e.

Coordination with regulatory agencies and other consultants



f.

Follow-tip and monitoring of regulatory agencies



g.

Provide regulators with clarification of critical issues when requested



h.

Provide Organizers with regular updates and status reports regarding the application progress.

TIMING

TIME IS OF THE ESSENCE. THEREFORE, DUE DATES RELATING TO THE PROJECT TIMELINE ARE DEPENDENT UPON THE TIMELY COMPLETION AND SUBMISSION OF ALL MATERIALS REQUESTED BY THE CONSULTANT. This being the case, the application could be ready to submit to the regulators within 75 days from the signing of this agreement, the tendering of the initial payment and the completion of ALL requested Organizer/management data, information and responsibilities. Any delay in the receipt of necessary information or the submission of incomplete or inaccurate data by the client will cause a delay in the above described application process. It is therefore imperative that all Organizers meet their obligations and respective deadlines.

FEE SCHEDULE:

The fee, for performing the above detailed consulting service is based upon the placement of a head office in Oceanside or Carlsbad, California plus a separate banking office in another location within the state of California to be mutually agreed upon by the client and consultant, is $85,000. This includes processing a maximum of twenty (20) organizers, excluding management. Additional organizers can be included in the application at a cost of $300.00 each.

•

Payment #1 of 35% ($35,500) is due and payable upon signing this agreement.



•

Payment #2 of 50% ($36,750) is due and payable within 10 days of the date the consultant files the Joint Interagency application with the regulatory agencies.



•

Payment #3 of 15% ($12,750) is due and payable upon the funding of the organizational loan, or five (5) calendar months following the date of this contract. whichever occurs first.

Let it be clearly^, understood that the consulting service rendered, is not a guarantee that the regulators will approve the application. Therefore. any payment to the Consultant is not based upon whether the application is accepted or approved by either the State Department of Banking for which the application is filed, the 0CC, or the FDIC.

Out-of-pocket expenses:

Client will pay for the cost of the postage/delivery, copying and binding of all documents required by the regulators and any additional copies the Client my wish. The consultant will provide, at no cost to the Client, one copy of each Director/Organizer's personalized and confidential data and one complete copy of the application for the corporate files.

Travel expense:

The Consultant will absorb the full cost of travel and lodging for the first three (3) on-site visits during the process of completing the required application. The Client and Consultant will equally share in the cost of the next two (2) on-site visits, if necessary, all additional visits will be borne wholly by the Client.

Let it be further understood that if for any reason the client chooses to or causes the project to abort, fees will be charged on an hourly basis. Such fees will only be charged on that work performed BEFORE the date of receipt of official notification (verbal, followed by written confirmation) in lieu of the fee schedule described above. Expenses incurred to-date of discontinuance of work also will be billed. The fee charged under such a condition will be based as follows:

•

Analysis and preparation of applications, Regulator meetings/Tele-conferences, development of the Business Plan and, economic research/analysis, and Management consultation. @ $150/hour



•

Preparation of Director biographical and Financial forms @ $100/hour



•

Coordination. auditing and validating materials for the application @ $75/hour;



•

Computer input. proof readings, etc. @ $35/hour.



•

As motivation for BOTH parties to fulfill their duties and responsibilities and ensure that thee project will proceed expeditiously, the following terms and conditions are therefore incorporated into this agreement.



•

The Organizers will return completed biographical and financial forms to consultant within 15 days of receipt of such forms.



•

The Organizers will respond to requests for information^-nation in a timely manner and will review, sign and return the final submission copies of all documents within 7 days after the consultant's review and preparation

Site (location) information and tentative lease(s) will be available by the 70th day from signing this agreement (the FDIC particular, reviews the location leases very closely.)

The work will be performed by Bankmark's Internal Research Department and possibly (in total or in part) by the following consultants.

•

Robert Steiner, Steiner & Associates



•

Bobbe Sigler. Management Consultant



•

Rick Childs, Crowe Chizek & Co., LLP

To expedite, facilitate and enhance the application process. Bankmark reserves the right, based on the project's needs and complexities, to assign said specialists as aforeto mentioned, all of which have in-depth experience in the preparation of de nova bank applications and are currently working with Bankmark on other projects. Bankmark, from time to time, may add other specialists as deemed necessary to complete the work in a timely manner. Bankmark warrants that these individuals will have comparable experience to the associates listed above and will have the ability to complete the task at hand.

The details of this Exhibit are hereby acknowledged and agreed to by both parties and are thus an integral part of the foregoing Economic and Application Agreement.

By:	Date:
For the Client—Western Pacific Bancorp, Inc.
By:	Date:
For We Client—Western Pacific Bancorp, Inc.

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Exhibit 10.2

ECONOMIC AND APPLICATION AGREEMENT
EXHIBIT A

EX-10.4

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Exhibit 10.4

ORGANIZER/INITIAL DIRECTOR WARRANT AGREEMENT

        This Warrant Agreement ("Agreement") is executed as of this    day of            , 2004 by Pacific Coast National Bancorp, a California corporation ("Company"), in favor of the organizers listed on Exhibit A (each, an "Initial Holder"), in accordance with the terms and subject to the conditions set forth in this Agreement.

        WHEREAS, the organizers and the proposed directors of the Company and Pacific Coast National Bank ("Bank") have expended, and will continue to expend, a significant amount of time, effort and resources, and have imparted a significant amount of their respective expertise, in connection with the organization of the Company and the Bank;

        WHEREAS, members of the organizing group have undertaken substantial financial risk in connection with the organization of the Company and the Bank through direct cash advances made to the Company and guaranties made by these members on behalf of and for the benefit of the Company; and

        WHEREAS, in recognition of their efforts in organizing the Company and the Bank and the financial risks undertaken, the Company desires to grant to each organizer and proposed director warrants to purchase shares of common stock of the Company (each, a "Warrant" and, collectively, the "Warrants") in the amounts set forth herein.

        NOW, THEREFORE, in consideration of the foregoing and the agreements hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Company and, by acceptance of a Warrant, each Holder (as defined herein) agree as follows:

        1.    Grant of Warrants.    Subject to the terms, restrictions, limitations and conditions stated in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Initial Holder the number of Warrants set forth beside his name on Exhibit A. Each Warrant initially shall be exercisable for one fully paid and nonassessable share of common stock, par value $.01 per share, of the Company ("Share"), subject to adjustment as provided in Section 11 of this Agreement. The Initial Holders and all subsequent registered holders of the Warrants (each, a "Holder" and, collectively, the "Holders") shall have the rights and obligations set forth in this Agreement.

        2.    Warrant Certificates.    Each Warrant shall be evidenced by a warrant certificate, which shall be substantially in the form attached to this Agreement as Exhibit B ("Warrant Certificate"). Each Warrant Certificate shall have such marks of identification or designation and such legends or endorsements thereon as the Company deems appropriate, so long as they are not inconsistent with the provisions of this Agreement, or as are required to comply with any applicable law, rule or regulation applicable to the Company or the Shares. The Warrant Certificates shall be executed on behalf of the Company by the manual, facsimile or imprinted signature of its Chairman of the Board, its President or any vice president and shall be attested by the manual, facsimile or imprinted signature its Secretary or any assistant secretary.

        3.    Term of Warrants.

        (a)   The term for the exercise of the Warrants shall begin at 9:00 a.m., San Clemente, California time on the date that the Bank opens for business (the "Issue Date"). The term for the exercise of the Warrants shall expire at 2:00 p.m., San Clemente, California time on the earlier to occur of (i) the tenth anniversary of the Issue Date, or (ii) the date provided in Section 3(b) of this Agreement (the "Expiration Time").

        (b)   Notwithstanding any provision of this Agreement or any Warrant Certificate to the contrary, the Warrants shall expire, to the extent not exercised, within 45 days following the receipt of notice from the Bank's state or primary federal regulator ("Regulator") that (i) the Bank has not maintained its minimum capital requirements (as determined by the Regulator); and (ii) the Regulator is requiring exercise or forfeiture of warrants. Upon receipt of such notice from the Regulator, the Company shall promptly notify each Holder that he must exercise the Warrants

granted to him prior to the end of the 45-day period or such earlier period as may be specified by the Regulator or forfeit such Warrant(s). In case of forfeiture, no Holder shall have any cause of action, of any kind or nature, against the Company, the Bank or any of their respective officers or directors with respect to the forfeiture. In addition, the Company shall not be liable to any Holder due to the failure or inability of the Company to provide adequate notice to Holder.

        4.    Exercise of Warrants.    The purchase price per Share to be paid by a Holder for Shares subject to the Warrants shall be $10.00, subject to adjustment as set forth in Section 11 of this Agreement (the "Exercise Price"). A Holder may exercise Warrants evidenced by a Warrant Certificate in whole or in part at any time prior to the Expiration Time by delivering to the secretary of the Company (i) the Warrant Certificate; (ii) a written notice to the Company specifying the number of Shares with respect to which Warrants are being exercised; and (iii) a check for the full amount of the aggregate Exercise Price of the Shares being acquired.

        5.    Delivery of Shares; Partial Exercise.    Upon receipt of the items set forth in Section 4, and subject to the terms of this Agreement, the Company shall promptly deliver to, and register in the name of, the Holder a certificate or certificates representing the number of Shares acquired by exercise of a Warrant. In the event of a partial exercise of Warrant(s), a new Warrant Certificate evidencing the number of Shares that remain subject to the Warrant shall be issued by the Company to such Holder or to his duly authorized assigns.

        6.    Registration of Transfer and Exchange.

        (a)   The Company shall keep, or cause to be kept, at its principal place of business or at such other location designated by the Company, a register or registers in which, subject to such reasonable regulations as the Company may prescribe, the registrar and transfer agent (the "Securities Registrar") shall register the Warrant Certificates and the transfers thereof as provided herein ("Securities Register"). The initial Securities Registrar shall be the secretary of the Company, and thereafter, the Securities Registrar may be removed and/or appointed as authorized by the Company.

        (b)   Upon surrender for registration of transfer of any Warrant Certificate, the Company shall issue and deliver to the Holder or his duly authorized assigns, one or more new Warrant Certificates of like tenor and in like aggregate amount.

        (c)   At the option of the Holder, Warrant Certificates may be exchanged for other Warrant Certificates of like tenor and in like aggregate amount upon surrender of the Warrant Certificates to be exchanged. Upon such surrender, the Company shall issue and deliver to the Holder or his duly authorized assigns, one or more new Warrant Certificates of like tenor and in like aggregate amount.

        (d)   Every Warrant Certificate presented or surrendered for registration of transfer or exchange shall be accompanied (if so required by the Company or the Securities Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Securities Registrar, duly executed by the registered Holder or by such Holder's duly authorized attorney in writing.

        7.    Replacement of Warrant Certificates.

        (a)   Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of a Warrant Certificate and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, surrender and cancellation of such Warrant Certificate, the Company shall issue and deliver to the Holder or his duly authorized assigns, one or more new Warrant Certificates of like tenor and in like aggregate amount. In the case of loss, theft or destruction of a Warrant Certificate, prior to the issuance of a replacement Warrant Certificate, the Company may

2

also require that a bond be posted in such amount as the Company may determine is necessary as indemnity against any claim that may be made against it with respect to such Warrant Certificate.

        (b)   All Warrants shall be held and owned under the express condition that the provisions of this Section are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Warrant Certificates and shall preclude (to the extent lawful) all other rights and remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

        (c)   Upon the issuance of any new Warrant Certificate under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Company and its agents and counsel) connected therewith.

        (d)   Every new Warrant Certificate issued pursuant to this Section shall constitute an additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Warrant Certificates duly issued hereunder.

        8.    Persons Deemed Holders.    Prior to the due presentment of a Warrant Certificate for registration of transfer or exchange, the Company, any Securities Registrar and any other agent of the Company may treat the person in whose name such Warrant Certificate is registered in the Securities Register as the sole Holder of such Warrant Certificate and of the Warrant represented by such Warrant Certificate for all purposes whatsoever, and shall not be bound to recognize any equitable or other claim to or interest in such Warrant Certificate or in the Warrant represented by such Warrant Certificate on the part of any person and shall be unaffected by any notice to the contrary.

        9.    Cancellation.    All Warrant Certificates surrendered for the purpose of exercise, exchange or registration of transfer shall be cancelled by the Securities Registrar, and no Warrant Certificates shall be issued in lieu thereof, except as expressly permitted by the provisions of this Agreement.

        10.    Fractional Shares.    The Company shall not be required to issue Warrant Certificates exercisable for fractional Shares or to issue fractional Shares upon the exercise of Warrants. Warrant Certificates exercisable for fractional Shares shall expire as of the Expiration Date, and a Holder of such Warrant Certificates shall not be entitled to any consideration of any kind or nature in respect of such Warrant or Warrant Certificate.

        11.    Stock Dividends, Splits, Etc.

        (a)   If, prior to the Expiration Time, the Company shall subdivide its outstanding Shares into a greater number of Shares, or declare and pay a dividend of its Shares payable in additional Shares, the Exercise Price, as then in effect, shall be proportionately reduced, and the Company shall proportionately increase the number of Shares then subject to exercise under this Warrant (and not previously exercised.)

        (b)   If, prior to the Expiration Time, the Company shall combine its outstanding Shares into a lesser number of Shares, the Exercise Price, as then in effect, shall be proportionately increased, and the Company shall proportionately reduce the number of Shares then subject to exercise under this Warrant (and not previously exercised.)

        12.    Reorganization, Reclassifications, Consolidation or Merger.    If, prior to the Expiration Time, there shall be a reorganization or reclassification of the Shares (other than as provided in Section 11 of this Agreement), or any consolidation or merger of the Company with another entity, the Holder shall be entitled to receive, during the remainder of the term of this Agreement and upon payment of the

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Exercise Price, the number of shares of stock or other securities or property of the Company or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of Shares, deliverable upon the exercise of a Warrant, would have been entitled upon such reorganization, reclassification, consolidation or merger; and, in any case, the Company shall make appropriate adjustments (as determined by the board of directors of the Company in its sole discretion) in the application of the provisions with respect to the rights and interests of the Holders so that the provisions set forth in this Agreement (including the adjustment to the Exercise Price and the number of Shares issuable upon exercise of the Warrants) shall be applicable, as nearly as may be practicable, to any shares or other property thereafter deliverable upon the exercise of this Warrant.

        13.    Certificate as to Adjustments; Issuance of New Warrant Certificates.    Within thirty (30) days following any adjustment provided for in Section 11 or 12 of this Agreement, the Company shall give written notice of the adjustment to the Holders as provided in Section 14(a) of this Agreement. The notice shall state the Exercise Price as adjusted and the increased or decreased number of shares purchasable upon the exercise of the Warrant(s) and shall set forth in reasonable detail the method of calculation for each. Notwithstanding anything to the contrary set forth herein or in the Warrant Certificates, the Company may, at its option, issue new Warrant Certificates evidencing the Warrants, in such form as may be approved by the Company, to reflect any adjustment or change in the Exercise Price and the number or kind of stock or other securities or property purchasable upon exercise of the Warrants.

        14.    Miscellaneous.

        (a)   Any notice or other communication required or permitted to be made hereunder shall be in writing, duly signed by the party giving such notice or communication and shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid as follows (or at such other address for a party as shall be specified by like notice): (i) if given to the Company, at its principal place of business; and (ii) if given to a Holder, at the address set forth for the Holder on the books and records of the Company. A notice given to the Company by a Holder with respect to the exercise of a Warrant shall not be effective until received by the Company.

        (b)   The Company shall, at all times, reserve and keep available out of its authorized and unissued Shares or out of any Shares held in treasury that number of Shares that will from time to time be sufficient to permit the exercise in full of all outstanding Warrants. The Company shall take all such action as may be necessary to ensure that all Shares delivered upon exercise of any Warrants shall, at the time of delivery of the Warrant Certificates for such Shares, be duly authorized, validly issued, fully paid and nonassessable.

        (c)   The Company shall pay when due and payable any and all federal and state transfer taxes and charges (other any applicable income taxes) that may be payable in respect of the issuance and delivery of Warrant Certificates or of certificates for Shares receivable upon the exercise of any Warrants; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of the issuance and delivery (i) of any Warrant Certificate or stock certificate registered in a name other than that of the Holder of the Warrant Certificate that has been surrendered, or (ii) of any Warrant Certificate under Section 7.

        (d)   No Holder, in his capacity as such, shall be entitled to vote or receive dividends or shall be deemed from any other purpose the holder of the Shares or other securities which may at any time be issuable upon the exercise of such Warrant. Nothing contained herein or in any Warrant Certificate shall be construed to confer upon any Holder, in his capacity as such, any of the rights of a shareholder of the Company, including any right to vote for the election of directors or upon any matter submitted to shareholders of the Company at any meeting thereof, to give or withhold

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consent to any corporation action, or to receive notices of meeting or other actions affecting shareholders.

        (e)   Each Holder, by accepting a Warrant Certificate, accepts and agrees to the terms of this Agreement. The terms of this Agreement shall be binding upon the Company and the Holders and their respective heirs, successors, representatives and permitted assigns. Nothing expressed or referred to herein is intended or will be construed to give any person other than the Company or the Holders any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provision herein contained, it being the intention of the Company and the Holders that this Agreement, the assumption of obligations and statements of responsibilities hereunder, and all other conditions and provisions hereof are for the sole benefit of the Company and the Holders and for the benefit of no other person.

        (f)    This Agreement constitutes the full understanding of the Company and the Holders, a complete allocation of risks between them and a complete and exclusive statement of the terms and conditions of their agreement relating to the subject matter hereof and supersedes any and all prior agreements, whether written or oral, that may exist between the Company and any Holder with respect thereto. Except as otherwise specifically provided in this Agreement, no conditions, usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain or supplement the terms or conditions of this Agreement will be binding unless hereafter or contemporaneously herewith made in writing and signed by the party to be bound, and no modification will be effected by the acknowledgment or acceptance of documents containing terms or conditions at variance with or in addition to those set forth in this Agreement.

        (g)   The headings contained in this Agreement are for convenience of reference only and will not affect in any way the meaning or interpretation of this Agreement. The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision in this Agreement. Each use herein of the masculine, neuter or feminine gender will be deemed to include the other genders. Each use herein of the plural will include the singular and vice versa, in each case as the context requires or as is otherwise appropriate. The word "or" is used in the inclusive sense. References to a person are also to its permitted successors or assigns. No provision of this Agreement is to be construed to require, directly or indirectly, any person to take any action, or omit to take any action, which action or omission would violate applicable law (whether statutory or common law), rule or regulation.

        (h)   This Agreement shall terminate upon the earlier of (i) the Expiration Time, or (ii) the close of business on the date on which all Warrants shall have been exercised.

        (i)    THIS AGREEMENT, EACH WARRANT AND EACH WARRANT CERTIFICATE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS. IN THE EVENT OF A DISPUTE INVOLVING THIS AGREEMENT, THE PARTIES IRREVOCABLY AGREE THAT VENUE FOR SUCH DISPUTE SHALL LIE EXCLUSIVELY IN A COURT OF COMPETENT JURISDICTION IN ORANGE COUNTY, CALIFORNIA.

        IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer as of the date first above written.

PACIFIC COAST NATIONAL BANCORP

By:

Name:

Title:

5

EXHIBIT A

LIST OF INITIAL HOLDERS

Dennis C. Lindeman	14,000
Nicki Barbour	10,000
Dominic Burtech	10,000
Michael Crain	10,000
Richard W. Grinyer	10,000
Walter B. Grinyer	10,000
Michael S. Hahn	10,000
Benjamin L. Hemeyer	10,000
Richard Kay, Jr.	10,000
John Kennedy	10,000
Rockwell D. King	10,000
William Lang	10,000
Eugene Mallin	10,000
Donald Mealing	10,000
Denis Morgan	10,000
John Najjar	10,000
Jennifer Navarro-Yhap	10,000
Stephen Pezman	10,000
James W. Shute	10,000
Charles S. Speck	10,000
Len Yamamoto	10,000
John "Jack" Vuona	4,000
David Davies	4,000
Fred deBoom	4,000
Michael Cummings	4,000

EXHIBIT B

FORM OF WARRANT CERTIFICATE

THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE RESTRICTIONS SPECIFIED IN THAT CERTAIN WARRANT AGREEMENT DATED AS OF                        , 2004, BY PACIFIC COAST NATIONAL BANCORP, A CALIFORNIA CORPORATION ("COMPANY"), IN FAVOR OF THE ORGANIZERS LISTED ON EXHIBIT A THERETO, AS THE SAME MAY BE AMENDED FROM TIME TO TIME ("AGREEMENT"). A COPY OF THE FORM OF THE AGREEMENT IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY DURING NORMAL BUSINESS HOURS. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE PROVISIONS OF THE AGREEMENT.

No. W-____ Number of Warrants: _________

PACIFIC COAST NATIONAL BANCORP
WARRANT CERTIFICATE

This Warrant Certificate certifies that                        , or registered assigns, is the registered holder of a warrant to purchase the number of fully-paid and non-assessable shares of common stock, $.01 par value of the Company ("Shares") set forth above, at the exercise price, subject to adjustment in certain events ("Exercise Price"), of $10.00 per share ("Warrant").

The Warrant evidenced by this Warrant Certificate is part of a duly authorized issue of Warrants issued pursuant to the Agreement, which is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the Holder. All terms used, but not otherwise defined, in this Warrant Certificate shall have the meanings assigned to them in the Agreement. If any provision of this Warrant Certificate conflicts with a provision of the Agreement, the provision of the Agreement shall supercede.

This Warrant may not be exercised after 2:00 p.m., San Clemente, California time, on the earlier to occur of (i) the tenth anniversary of the date that Pacific Coast National Bank opens for business, or (ii) the date provided in Section 3(b) of the Agreement (the "Expiration Time").

The Holder may exercise the Warrant evidenced by this Warrant Certificate in whole or in part at any time prior to the Expiration Time by delivering to the secretary of the Company (i) the Warrant Certificate; (ii) a written notice to the Company specifying the number of Shares with respect to which Warrants are being exercised; and (iii) a check for the full amount of the aggregate Exercise Price of the Shares being acquired.

Upon receipt of the items set forth above, and subject to the terms of the Agreement, the Company shall promptly deliver to, and register in the name of, the Holder a certificate or certificates representing the number of Shares acquired by exercise of this Warrant. In the event of a partial exercise of this Warrant, a new Warrant Certificate evidencing the number of Shares that remain subject to this Warrant shall be issued by the Company to such Holder or to his duly authorized assigns.

The Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company may, at its option, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants.

Upon surrender for registration of transfer of this Warrant Certificate, subject to the terms of the Agreement, the Company shall issue and deliver to the Holder or his duly authorized assigns, one or more new Warrant Certificates of like tenor and in like aggregate amount.

Prior to the due presentment of this Warrant Certificate for registration of transfer or exchange, the Company, any Securities Registrar and any other agent of the Company may treat the person in whose name this Warrant Certificate is registered in the Securities Register as the sole Holder of this Warrant Certificate and of the Warrant represented by this Warrant Certificate for all purposes whatsoever, and shall not be bound to recognize any equitable or other claim to or interest in this Warrant Certificate or in the Warrant represented by this Warrant Certificate on the part of any person and shall be unaffected by any notice to the contrary.

The Holder, in his capacity as such, shall not be entitled to vote or receive dividends or shall be deemed from any other purpose the holder of the Shares or other securities which may at any time be issuable upon the exercise of this Warrant. Nothing contained in this Warrant Certificate shall be construed to confer upon the Holder, in his capacity as such, any of the rights of a shareholder of the Company, including any right to vote for the election of directors or upon any matter submitted to shareholders of the Company at any meeting thereof, to give or withhold consent to any corporation action, or to receive notices of meeting or other actions affecting shareholders.

Any notice or other communication required or permitted to be made by the Holder to the Company shall be in writing, duly signed by the Holder and shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid to the Company, at its principal place of business (or such other address as designated in writing to the Holder by the Company). A notice given to the Company by a Holder with respect to the exercise of this Warrant shall not be effective until received by the Company.

        IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal.

Dated as of                        , 2004.

PACIFIC COAST NATIONAL BANCORP,
a California corporation

By:

Name:

Title:

[SEAL]

Attest:

Name:

Title:

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Exhibit 10.4

ORGANIZER/INITIAL DIRECTOR WARRANT AGREEMENT
EXHIBIT A LIST OF INITIAL HOLDERS
EXHIBIT B FORM OF WARRANT CERTIFICATE
PACIFIC COAST NATIONAL BANCORP WARRANT CERTIFICATE

EX-10.5

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Exhibit 10.5

SHAREHOLDER WARRANT AGREEMENT

        This Warrant Agreement ("Agreement") is executed as of this    day of            , 2004 by Pacific Coast National Bancorp, a California corporation ("Company"), in favor of the persons listed on Exhibit A (each, an "Initial Holder"), in accordance with the terms and subject to the conditions set forth in this Agreement.

        WHEREAS, in recognition of the financial risks undertaken by the initial shareholders of the Company, the Company desires to grant to each Initial Holder warrants to purchase shares of common stock of the Company (each, a "Warrant" and, collectively, the "Warrants") equal to one warrant for each five shares purchased in the initial offering of common stock of the Company.

        NOW, THEREFORE, in consideration of the foregoing and the agreements hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Company and, by acceptance of a Warrant, each Holder (as defined herein) agree as follows:

        1.    Grant of Warrants.    Subject to the terms, restrictions, limitations and conditions stated in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Company hereby grants to Initial Holder the number of Warrants set forth beside his name on Exhibit A. Each Warrant initially shall be exercisable for one fully paid and nonassessable share of common stock, par value $.01 per share, of the Company ("Share"), subject to adjustment as provided in Section 11 of this Agreement. The Initial Holders and all subsequent registered holders of the Warrants (each, a "Holder" and, collectively, the "Holders") shall have the rights and obligations set forth in this Agreement.

        2.    Warrant Certificates.    Each Warrant shall be evidenced by a warrant certificate, which shall be substantially in the form attached to this Agreement as Exhibit B ("Warrant Certificate"). Each Warrant Certificate shall have such marks of identification or designation and such legends or endorsements thereon as the Company deems appropriate, so long as they are not inconsistent with the provisions of this Agreement, or as are required to comply with any applicable law, rule or regulation applicable to the Company or the Shares. The Warrant Certificates shall be executed on behalf of the Company by the manual, facsimile or imprinted signature of its Chairman of the Board, its President or any vice president and shall be attested by the manual, facsimile or imprinted signature its Secretary or any assistant secretary.

        3.    Term of Warrants.

        (a)   The term for the exercise of the Warrants shall begin at 9:00 a.m., San Clemente, California time on the date that Pacific Coast National Bank. (the "Bank") opens for business (the "Issue Date"). The term for the exercise of the Warrants shall expire at 2:00 p.m., San Clemente, California time on the earlier to occur of (i) the third anniversary of the Issue Date, or (ii) the date provided in Section 3(b) of this Agreement (the "Expiration Time").

        (b)   Notwithstanding any provision of this Agreement or any Warrant Certificate to the contrary, the Warrants shall expire, to the extent not exercised, within 45 days following the receipt of notice from the Bank's state or primary federal regulator ("Regulator") that (i) the Bank has not maintained its minimum capital requirements (as determined by the Regulator); and (ii) the Regulator is requiring exercise or forfeiture of warrants. Upon receipt of such notice from the Regulator, the Company shall promptly notify each Holder that he must exercise the Warrants granted to him prior to the end of the 45-day period or such earlier period as may be specified by the Regulator or forfeit such Warrant(s). In case of forfeiture, no Holder shall have any cause of action, of any kind or nature, against the Company, the Bank or any of their respective officers or directors with respect to the forfeiture. In addition, the Company shall not be liable to any Holder due to the failure or inability of the Company to provide adequate notice to Holder.

        4.    Exercise of Warrants.    The purchase price per Share to be paid by a Holder for Shares subject to the Warrants shall be $12.50, subject to adjustment as set forth in Section 11 of this Agreement (the "Exercise Price"). A Holder may exercise Warrants evidenced by a Warrant Certificate in whole or in

part at any time prior to the Expiration Time by delivering to the secretary of the Company (i) the Warrant Certificate; (ii) a written notice to the Company specifying the number of Shares with respect to which Warrants are being exercised; and (iii) a check for the full amount of the aggregate Exercise Price of the Shares being acquired.

        5.    Delivery of Shares; Partial Exercise.    Upon receipt of the items set forth in Section 4, and subject to the terms of this Agreement, the Company shall promptly deliver to, and register in the name of, the Holder a certificate or certificates representing the number of Shares acquired by exercise of a Warrant. In the event of a partial exercise of Warrant(s), a new Warrant Certificate evidencing the number of Shares that remain subject to the Warrant shall be issued by the Company to such Holder or to his duly authorized assigns.

        6.    Registration of Transfer and Exchange.

        (a)   The Company shall keep, or cause to be kept, at its principal place of business or at such other location designated by the Company, a register or registers in which, subject to such reasonable regulations as the Company may prescribe, the registrar and transfer agent (the "Securities Registrar") shall register the Warrant Certificates and the transfers thereof as provided herein ("Securities Register"). The initial Securities Registrar shall be the secretary of the Company, and thereafter, the Securities Registrar may be removed and/or appointed as authorized by the Company.

        (b)   Upon surrender for registration of transfer of any Warrant Certificate, the Company shall issue and deliver to the Holder or his duly authorized assigns, one or more new Warrant Certificates of like tenor and in like aggregate amount.

        (c)   At the option of the Holder, Warrant Certificates may be exchanged for other Warrant Certificates of like tenor and in like aggregate amount upon surrender of the Warrant Certificates to be exchanged. Upon such surrender, the Company shall issue and deliver to the Holder or his duly authorized assigns, one or more new Warrant Certificates of like tenor and in like aggregate amount.

        (d)   Every Warrant Certificate presented or surrendered for registration of transfer or exchange shall be accompanied (if so required by the Company or the Securities Registrar) by a written instrument or instruments of transfer, in form satisfactory to the Company or the Securities Registrar, duly executed by the registered Holder or by such Holder's duly authorized attorney in writing.

        7.    Replacement of Warrant Certificates.

        (a)   Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of a Warrant Certificate and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of mutilation, surrender and cancellation of such Warrant Certificate, the Company shall issue and deliver to the Holder or his duly authorized assigns, one or more new Warrant Certificates of like tenor and in like aggregate amount. In the case of loss, theft or destruction of a Warrant Certificate, prior to the issuance of a replacement Warrant Certificate, the Company may also require that a bond be posted in such amount as the Company may determine is necessary as indemnity against any claim that may be made against it with respect to such Warrant Certificate.

        (b)   All Warrants shall be held and owned under the express condition that the provisions of this Section are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Warrant Certificates and shall preclude (to the extent lawful) all other rights and remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender.

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        (c)   Upon the issuance of any new Warrant Certificate under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Company and its agents and counsel) connected therewith.

        (d)   Every new Warrant Certificate issued pursuant to this Section shall constitute an additional contractual obligation of the Company, whether or not the mutilated, destroyed, lost or stolen Warrant Certificate shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Agreement equally and proportionately with any and all other Warrant Certificates duly issued hereunder.

        8.    Persons Deemed Holders.    Prior to the due presentment of a Warrant Certificate for registration of transfer or exchange, the Company, any Securities Registrar and any other agent of the Company may treat the person in whose name such Warrant Certificate is registered in the Securities Register as the sole Holder of such Warrant Certificate and of the Warrant represented by such Warrant Certificate for all purposes whatsoever, and shall not be bound to recognize any equitable or other claim to or interest in such Warrant Certificate or in the Warrant represented by such Warrant Certificate on the part of any person and shall be unaffected by any notice to the contrary.

        9.    Cancellation.    All Warrant Certificates surrendered for the purpose of exercise, exchange or registration of transfer shall be cancelled by the Securities Registrar, and no Warrant Certificates shall be issued in lieu thereof, except as expressly permitted by the provisions of this Agreement.

        10.    Fractional Shares.    The Company shall not be required to issue Warrant Certificates exercisable for fractional Shares or to issue fractional Shares upon the exercise of Warrants. Warrant Certificates exercisable for fractional Shares shall expire as of the Expiration Date, and a Holder of such Warrant Certificates shall not be entitled to any consideration of any kind or nature in respect of such Warrant or Warrant Certificate.

        11.    Stock Dividends, Splits, Etc.

        (a)   If, prior to the Expiration Time, the Company shall subdivide its outstanding Shares into a greater number of Shares, or declare and pay a dividend of its Shares payable in additional Shares, the Exercise Price, as then in effect, shall be proportionately reduced, and the Company shall proportionately increase the number of Shares then subject to exercise under this Warrant (and not previously exercised.)

        (b)   If, prior to the Expiration Time, the Company shall combine its outstanding Shares into a lesser number of Shares, the Exercise Price, as then in effect, shall be proportionately increased, and the Company shall proportionately reduce the number of Shares then subject to exercise under this Warrant (and not previously exercised.)

        12.    Reorganization, Reclassifications, Consolidation or Merger.    If, prior to the Expiration Time, there shall be a reorganization or reclassification of the Shares (other than as provided in Section 11 of this Agreement), or any consolidation or merger of the Company with another entity, the Holder shall be entitled to receive, during the remainder of the term of this Agreement and upon payment of the Exercise Price, the number of shares of stock or other securities or property of the Company or of the successor entity (or its parent company) resulting from such consolidation or merger, as the case may be, to which a holder of Shares, deliverable upon the exercise of a Warrant, would have been entitled upon such reorganization, reclassification, consolidation or merger; and, in any case, the Company shall make appropriate adjustments (as determined by the board of directors of the Company in its sole discretion) in the application of the provisions with respect to the rights and interests of the Holders so that the provisions set forth in this Agreement (including the adjustment to the Exercise Price and the number of Shares issuable upon exercise of the Warrants) shall be applicable, as nearly as may be practicable, to any shares or other property thereafter deliverable upon the exercise of this Warrant.

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        13.    Certificate as to Adjustments; Issuance of New Warrant Certificates.    Within thirty (30) days following any adjustment provided for in Section 11 or 12 of this Agreement, the Company shall give written notice of the adjustment to the Holders as provided in Section 14(a) of this Agreement. The notice shall state the Exercise Price as adjusted and the increased or decreased number of shares purchasable upon the exercise of the Warrant(s) and shall set forth in reasonable detail the method of calculation for each. Notwithstanding anything to the contrary set forth herein or in the Warrant Certificates, the Company may, at its option, issue new Warrant Certificates evidencing the Warrants, in such form as may be approved by the Company, to reflect any adjustment or change in the Exercise Price and the number or kind of stock or other securities or property purchasable upon exercise of the Warrants.

        14.    Miscellaneous.

        (a)   Any notice or other communication required or permitted to be made hereunder shall be in writing, duly signed by the party giving such notice or communication and shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid as follows (or at such other address for a party as shall be specified by like notice): (i) if given to the Company, at                        , San Clemente, California            ; and (ii) if given to a Holder, at the address set forth for the Holder on the books and records of the Company. A notice given to the Company by a Holder with respect to the exercise of a Warrant shall not be effective until received by the Company.

        (b)   The Company shall, at all times, reserve and keep available out of its authorized and unissued Shares or out of any Shares held in treasury that number of Shares that will from time to time be sufficient to permit the exercise in full of all outstanding Warrants. The Company shall take all such action as may be necessary to ensure that all Shares delivered upon exercise of any Warrants shall, at the time of delivery of the Warrant Certificates for such Shares, be duly authorized, validly issued, fully paid and nonassessable.

        (c)   The Company shall pay when due and payable any and all federal and state transfer taxes and charges (other any applicable income taxes) that may be payable in respect of the issuance and delivery of Warrant Certificates or of certificates for Shares receivable upon the exercise of any Warrants; provided, however, that the Company shall not be required to pay any tax that may be payable in respect of the issuance and delivery (i) of any Warrant Certificate or stock certificate registered in a name other than that of the Holder of the Warrant Certificate that has been surrendered, or (ii) of any Warrant Certificate under Section 7.

        (d)   No Holder, in his capacity as such, shall be entitled to vote or receive dividends or shall be deemed from any other purpose the holder of the Shares or other securities which may at any time be issuable upon the exercise of such Warrant. Nothing contained herein or in any Warrant Certificate shall be construed to confer upon any Holder, in his capacity as such, any of the rights of a shareholder of the Company, including any right to vote for the election of directors or upon any matter submitted to shareholders of the Company at any meeting thereof, to give or withhold consent to any corporation action, or to receive notices of meeting or other actions affecting shareholders.

        (e)   Each Holder, by accepting a Warrant Certificate, accepts and agrees to the terms of this Agreement. The terms of this Agreement shall be binding upon the Company and the Holders and their respective heirs, successors, representatives and permitted assigns. Nothing expressed or referred to herein is intended or will be construed to give any person other than the Company or the Holders any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provision herein contained, it being the intention of the Company and the Holders that this Agreement, the assumption of obligations and statements of responsibilities hereunder, and all

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other conditions and provisions hereof are for the sole benefit of the Company and the Holders and for the benefit of no other person.

        (f)    This Agreement constitutes the full understanding of the Company and the Holders, a complete allocation of risks between them and a complete and exclusive statement of the terms and conditions of their agreement relating to the subject matter hereof and supersedes any and all prior agreements, whether written or oral, that may exist between the Company and any Holder with respect thereto. Except as otherwise specifically provided in this Agreement, no conditions, usage of trade, course of dealing or performance, understanding or agreement purporting to modify, vary, explain or supplement the terms or conditions of this Agreement will be binding unless hereafter or contemporaneously herewith made in writing and signed by the party to be bound, and no modification will be effected by the acknowledgment or acceptance of documents containing terms or conditions at variance with or in addition to those set forth in this Agreement.

        (g)   The headings contained in this Agreement are for convenience of reference only and will not affect in any way the meaning or interpretation of this Agreement. The words "hereof," "herein" and "hereunder" and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision in this Agreement. Each use herein of the masculine, neuter or feminine gender will be deemed to include the other genders. Each use herein of the plural will include the singular and vice versa, in each case as the context requires or as is otherwise appropriate. The word "or" is used in the inclusive sense. References to a person are also to its permitted successors or assigns. No provision of this Agreement is to be construed to require, directly or indirectly, any person to take any action, or omit to take any action, which action or omission would violate applicable law (whether statutory or common law), rule or regulation.

        (h)   This Agreement shall terminate upon the earlier of (i) the Expiration Time, or (ii) the close of business on the date on which all Warrants shall have been exercised.

        (i)    THIS AGREEMENT, EACH WARRANT AND EACH WARRANT CERTIFICATE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS. IN THE EVENT OF A DISPUTE INVOLVING THIS AGREEMENT, THE PARTIES IRREVOCABLY AGREE THAT VENUE FOR SUCH DISPUTE SHALL LIE EXCLUSIVELY IN A COURT OF COMPETENT JURISDICTION IN ORANGE COUNTY, CALIFORNIA.

        IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by a duly authorized officer as of the date first above written.

PACIFIC COAST NATIONAL BANCORP

By:

Name:

Title:

5

EXHIBIT A

LIST OF INITIAL SHAREHOLDERS

EXHIBIT B

FORM OF WARRANT CERTIFICATE

THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE RESTRICTIONS SPECIFIED IN THAT CERTAIN WARRANT AGREEMENT DATED AS OF                        , 2004, BY PACIFIC COAST NATIONAL BANCORP, A CALIFORNIA CORPORATION ("COMPANY"), IN FAVOR OF THE PERSONS LISTED ON EXHIBIT A THERETO, AS THE SAME MAY BE AMENDED FROM TIME TO TIME ("AGREEMENT"). A COPY OF THE FORM OF THE AGREEMENT IS ON FILE AND MAY BE INSPECTED AT THE PRINCIPAL EXECUTIVE OFFICE OF THE COMPANY DURING NORMAL BUSINESS HOURS. THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS CERTIFICATE, AGREES TO BE BOUND BY THE PROVISIONS OF THE AGREEMENT.

No. W-____ Number of Warrants:_________

PACIFIC COAST NATIONAL BANCORP
WARRANT CERTIFICATE

This Warrant Certificate certifies that                        , or registered assigns, is the registered holder of a warrant to purchase the number of fully-paid and non-assessable shares of common stock, $.01 par value of the Company ("Shares") set forth above, at the exercise price, subject to adjustment in certain events ("Exercise Price"), of $12.50 per share ("Warrant").

The Warrant evidenced by this Warrant Certificate is part of a duly authorized issue of Warrants issued pursuant to the Agreement, which is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Company and the Holder. All terms used, but not otherwise defined, in this Warrant Certificate shall have the meanings assigned to them in the Agreement. If any provision of this Warrant Certificate conflicts with a provision of the Agreement, the provision of the Agreement shall supercede.

This Warrant may not be exercised after 2:00 p.m., San Clemente, California time, on the earlier to occur of (i) the third anniversary of the date that Pacific Coast National Bank opens for business, or (ii) the date provided in Section 3(b) of the Agreement (the "Expiration Time").

The Holder may exercise the Warrant evidenced by this Warrant Certificate in whole or in part at any time prior to the Expiration Time by delivering to the secretary of the Company (i) the Warrant Certificate; (ii) a written notice to the Company specifying the number of Shares with respect to which Warrants are being exercised; and (iii) a check for the full amount of the aggregate Exercise Price of the Shares being acquired.

Upon receipt of the items set forth above, and subject to the terms of the Agreement, the Company shall promptly deliver to, and register in the name of, the Holder a certificate or certificates representing the number of Shares acquired by exercise of this Warrant. In the event of a partial exercise of this Warrant, a new Warrant Certificate evidencing the number of Shares that remain subject to this Warrant shall be issued by the Company to such Holder or to his duly authorized assigns.

The Agreement provides that upon the occurrence of certain events the Exercise Price and the type and/or number of the Company's securities issuable thereupon may, subject to certain conditions, be adjusted. In such event, the Company may, at its option, issue a new Warrant Certificate evidencing the adjustment in the Exercise Price and the number and/or type of securities issuable upon the exercise of the Warrants.

Upon surrender for registration of transfer of this Warrant Certificate, subject to the terms of the Agreement, the Company shall issue and deliver to the Holder or his duly authorized assigns, one or more new Warrant Certificates of like tenor and in like aggregate amount.

Prior to the due presentment of this Warrant Certificate for registration of transfer or exchange, the Company, any Securities Registrar and any other agent of the Company may treat the person in whose name this Warrant Certificate is registered in the Securities Register as the sole Holder of this Warrant Certificate and of the Warrant represented by this Warrant Certificate for all purposes whatsoever, and shall not be bound to recognize any equitable or other claim to or interest in this Warrant Certificate or in the Warrant represented by this Warrant Certificate on the part of any person and shall be unaffected by any notice to the contrary.

The Holder, in his capacity as such, shall not be entitled to vote or receive dividends or shall be deemed from any other purpose the holder of the Shares or other securities which may at any time be issuable upon the exercise of this Warrant. Nothing contained in this Warrant Certificate shall be construed to confer upon the Holder, in his capacity as such, any of the rights of a shareholder of the Company, including any right to vote for the election of directors or upon any matter submitted to shareholders of the Company at any meeting thereof, to give or withhold consent to any corporation action, or to receive notices of meeting or other actions affecting shareholders.

Any notice or other communication required or permitted to be made by the Holder to the Company shall be in writing, duly signed by the Holder and shall be deemed delivered and effective when given personally or mailed by first-class registered or certified mail, postage prepaid to the Company, at                        , San Clemente, California            (or such other address as designated in writing to the Holder by the Company). A notice given to the Company by a Holder with respect to the exercise of this Warrant shall not be effective until received by the Company.

IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed under its corporate seal.

Dated as of                        , 2004.

PACIFIC COAST NATIONAL BANCORP,
a California corporation

By:

Name:

Title:

[SEAL]

Attest:

Name:

Title:

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Exhibit 10.5

SHAREHOLDER WARRANT AGREEMENT
EXHIBIT A LIST OF INITIAL SHAREHOLDERS
EXHIBIT B FORM OF WARRANT CERTIFICATE
PACIFIC COAST NATIONAL BANCORP WARRANT CERTIFICATE

EX-10.6

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Exhibit 10.6

PACIFIC COAST NATIONAL BANCORP
2004 STOCK INCENTIVE PLAN

1.     PURPOSE

        The 2004 Stock Incentive Plan ("Plan") is intended to promote shareholder value by (a) enabling Pacific Coast National Bancorp ("Company") and its affiliates to attract and retain the best available individuals for positions of substantial responsibility; (b) providing additional incentive to such persons by affording them an equity participation in the Company; (c) rewarding those directors, executive officers and employees for their contributions to the Company or Pacific Coast National Bank ("Bank"); and (d) promoting the success of the Company's business by aligning the financial interests of directors, executive officers and employees providing personal services to the Company or its affiliates with long-term shareholder value.

2.     DEFINITIONS

        (A)  "Affiliate" means (i) any entity that, directly or indirectly, is controlled by the Company, (ii) an entity in which the Company has a significant equity interest, (iii) an affiliate of the Company, as defined in Rule 12b-2 promulgated under the Act, (iv) any Subsidiary and (v) any entity in which the Company has at least twenty percent (20%) of the combined voting power of the entity's outstanding voting securities, in each case as designated by the Board of Directors as being a participant employer in the Plan. For purposes of this Plan and without further designation by the Board of Directors, the Bank shall be deemed an Affiliate.

        (B)  "Award" means an Option or a Restricted Stock award granted under the Plan.

        (C)  "Award Agreement" means a Stock Option Agreement or a Restricted Stock Agreement.

        (D)  "Bank" means Pacific Coast National Bank, a national banking association.

        (E)  "Board of Directors" means the board of directors of the Company.

        (F)  "Change of Control" means:

        (i)    the acquisition by any individual, entity or "group," within the meaning of Rule 13d-5(b) promulgated under the Exchange Act (other than the current members of the boards of directors of the Company or the Bank or any of their descendants, the Company, the Bank, or any savings, pension or other benefit plan for the benefit of the employees of the Company or the Bank or subsidiaries thereof)(a "Person"), of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of voting securities of the Company or the Bank where such acquisition causes any such Person to own fifty percent (50%) or more of the combined voting power of the Company's or Bank's then outstanding capital stock then entitled to vote generally in the election of directors;

        (ii)   within any twelve-month period, the persons who were directors of the Company immediately before the beginning of the twelve-month period (the "Incumbent Directors") shall cease to constitute at least a majority of the Board of Directors; provided that any individual becoming a director subsequent to the beginning of such twelve-month whose election, or nomination for election by the Company's shareholders, was approved by at least two-thirds of the directors then comprising the Incumbent Directors shall be considered as though such individual who were an Incumbent Director, unless such individual's initial assumption of office occurs as a result of either an actual or threatened election contest (as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act);

        (iii)  a reorganization, merger, consolidation or other corporate transaction involving the Company or the Bank, in each case, with respect to which the shareholders of the Company or the Bank, respectively, immediately prior to such transaction do not, immediately after the transaction,

own more than fifty percent (50%) of the combined voting power of the reorganized, merged or consolidated company's then outstanding voting securities;

        (iv)  the sale, transfer or assignment of all or substantially all of the assets of the Company or the Bank to any third party;

        (v)   a dissolution or liquidation of the Company or the Bank; or

        (vi)  any other transactions or series of related transactions occurring which have substantially the same effect as the transactions specified in clauses (i)-(v), as determined by the Board of Directors.

        (G)  "Code" means the Internal Revenue Code of 1986, as amended, or any successor provisions.

        (H)  "Controlling Participant" means any person who, immediately before an Option is granted to that particular person, directly or indirectly (within the meaning of section 424 of the Code and the regulations promulgated thereunder) possesses more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Subsidiary. The determination of whether an person is a Controlling Participant shall be made in accordance with sections 422 and 424 of the Code, or any successor provisions, and the regulations promulgated thereunder.

        (I)   "Committee" means the committee appointed by the Board of Directors to administer the Plan pursuant to Section 4(A). If the Committee has not been appointed, the Board of Directors in its entirety shall constitute the Committee. The Board of Directors shall consider the advisability of whether the members of the Committee shall consist solely of two or more member of the Board of Directors who are each "outside directors" as defined in Treas. Reg. section 1.162-27(e)(3) as promulgated by the Internal Revenue Service and "non-employee directors" as defined in Rule 16b-3(b)(3) as promulgated under the Exchange Act.

        (J)   "Company" means Pacific Coast National Bancorp, a California corporation and registered bank holding company, and except as otherwise specified in this Plan in a particular context, any successor thereto, whether by merger, consolidation, purchase of all or substantially all of its assets or otherwise.

        (K)  "Exchange Act" means the Securities Exchange Act of 1934, as amended.

        (L)  "Exercise Price" means the price at which a share of Stock may be purchased by a Participant pursuant to the exercise of an Option, as specified in the respective Stock Option Agreement.

        (M) "Fair Market Value" on any date with respect to the Stock means:

        (i)    if the Stock is listed on a national securities exchange, the last reported sale price of a share of the Stock on such exchange or, if no sale occurs on that date, the average of the reported closing bid and asked prices on that date,

        (ii)   if the Stock is otherwise publicly traded, the last reported sale price of a share of the Stock under the quotation system under which the sale price is reported or, if no sale occurs on that date, the average of the reported closing bid and asked prices on that date under the quotation system under which the bid and asked prices are reported,

        (iii)  if no such last sales price or average of the reported closing bid and asked prices are available on that date, the last reported sale price of a share of the Stock, or if no sale takes place, the average of the reported closing bid and asked prices as so reported for the immediately preceding business day (a) on the national securities exchange on which the Stock is listed or (b) if the Stock is otherwise publicly traded, under the quotation system under which such data are reported, or

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        (iv)  if none of the prices described above is available, the value of a share of the Stock as reasonably determined in good faith by the Committee in a manner that it believes to be in accordance with the Code.

For ISOs, Fair Market Value of a share of Stock shall be determined without regard to any restriction other than a restriction, which by its terms, will never lapse.

        (N)  "ISO" means an Option (or portion thereof) intended to qualify as an "incentive stock option" within the meaning of section 422 of the Code, or any successor provision.

        (O)  "NQSO" means an Option (or portion thereof) that is not intended to, or does not, qualify as an "incentive stock option" within the meaning of section 422 of the Code, or any successor provision.

        (P)   "Option" means the right of a Participant to purchase shares of Stock in accordance with the terms of this Plan and the Stock Option Agreement between such Participant and the Company.

        (Q)  "Participant" means any person to whom an Award has been granted pursuant to this Plan and who is a party to a Award Agreement.

        (R)  "Plan" means this 2004 Stock Incentive Plan of the Company, as may be amended from time to time.

        (S)   "Restricted Stock" means an award of Common Stock that is subject to the terms, conditions, restrictions and limitations described or referred to in Section 7 hereof.

        (T)  "Restricted Stock Agreement" means an agreement by and between a Participant and the Company setting forth the specific terms and conditions which Restricted Stock shall be issued to such Participant pursuant to the Plan. Such Restricted Stock Agreement shall be subject to the provisions of this Plan (which shall be incorporated by reference therein) and shall contain such provisions as the Board of Directors, in its sole discretion, may authorize.

        (U)  "Stock" means the common stock of the Company, par value $.01 per share.

        (V)  "Stock Option Agreement" means an agreement by and between a Participant and the Company setting forth the specific terms and conditions under which Stock may be purchased by such Participant pursuant to the exercise of an Option. Such Stock Option Agreement shall be subject to the provisions of this Plan (which shall be incorporated by reference therein) and shall contain such provisions as the Board of Directors may authorize.

        (W) "Subsidiary" shall mean, at the time any Option is granted: (a) any corporation, other than the Company, in an unbroken chain of corporations ending with the Company if each of the corporations, other than the Company, owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain, and (b) any corporation, other than the Company, in an unbroken chain of corporations beginning with the Company, if each of the corporations, other than the last corporation in the unbroken chain, owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

        (X)  "Termination Date" means the date on which the Participant ceased to be an employee of the Company or any Subsidiary or any Affiliate as provided in Section 6(I).

3.     SHARES AVAILABLE UNDER THE PLAN

        (A)    Shares Subject to the Plan.    Subject to adjustment in accordance with the provisions of Section 6(N) hereof and this Section 3, the total number of shares of Stock as to which Awards may be granted shall be                        shares. Stock issued under the Plan may be either authorized but unissued shares or shares that have been reacquired by the Company. Any shares issued by the

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Company in connection with the assumption or substitution of outstanding grants from any acquired corporation shall not reduce the shares of Stock available for Awards under the Plan.

        (B)    Forfeited Awards.    In the event that any outstanding Option under the Plan of any Stock Option Agreement for any reason expires unexercised, is forfeited or is terminated prior to exercise, or in the event that any outstanding Restricted Stock award issued under the Plan or any Restricted Stock Agreement for any reason is forfeited or is terminated prior to vesting, the shares of Stock allocable to the unexercised portion of such Option, or the unvested portion of such Restricted Stock, shall become available for future issuance under the Plan.

        (C)    Shares Used to Pay Exercise Price and Taxes.    Shares of Stock delivered to the Company to pay the Exercise Price of any Option, or to satisfy the Participant's income tax withholding obligation, shall become available for future issuance under the Plan.

        (D)    Adjustments on Changes in Stock.    In the event of any change in the outstanding shares of Stock by reason of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split, reverse stock split, spinoff, combination or exchange of shares or other corporate change, the Committee, in its sole discretion, may make such substitution or adjustment, if any, as it deems to be equitable or appropriate, as to: (i) the maximum number of shares of Stock that may be issued under the Plan as set forth in Section 3(A); (ii) the number or kind of shares subject to an Award; (iii) subject to the limitation contained in Section 6(N), the Exercise Price applicable to an Option; (iv) any measure of performance that relates to an Award in order to reflect such change in the Stock; and (v) any other affected terms of any Award; provided, however, that any or all such adjustments shall not occur with respect to ISOs, unless:

        (i)    the excess of the aggregate Fair Market Value of the shares subject to the ISO immediately after any such adjustment over the aggregate Exercise Price of such shares is not more than the excess of the aggregate Fair Market Value of all shares subject to the ISO immediately before such adjustment over the aggregate Exercise Price of all such shares subject to the ISO; and

        (ii)   the new or adjusted ISO does not give the Participant additional benefits which such Participant did not have under the old ISO.

4.     ADMINISTRATION

        (A)    Procedure.    The Plan shall be administered, construed and interpreted by the Committee, as such Committee is from time to time constituted, or any successor committee the Board of Directors may designate to administer the Plan. The Committee may delegate any of its powers and duties to appropriate officer(s) of the Company in accordance with guidelines established by the Committee from time to time.

        (B)    Powers of the Committee.    Subject to the other provisions of the Plan, the Committee shall have all powers vested in it by the terms of the Plan as set forth herein, such powers to include exclusive authority (except as may be delegated as permitted herein): (i) to select those persons to be granted Awards under the Plan; (ii) to determine the type, size and terms of the Awards to be granted to each individual selected; (iii) to modify the terms of any Award that has been granted; (iv) to determine the time when Awards will be granted; (v) to establish performance objectives; (vi) to determine the Fair Market Value of the Stock under Section 2(M)(iv); (vii) to interpret the Plan and decide any questions and settle all controversies or disputes that may arise in connection with the Plan; (viii) to adopt, amend and rescind rules and regulations relating to the Plan; (ix) to prescribe the form or forms of instruments evidencing Awards and any other instruments required under the Plan and to change such forms, in its sole and absolute discretion, from time to time; (x) to accelerate or defer (with the consent of the Participant) the vesting period or exercise date of any Award; (xi) to authorize

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any person to execute on behalf of the Company any instrument required to effectuate the grant of an Award previously granted by the Committee; and (xii) to make all other determinations and perform all other acts necessary or advisable for the administration of the Plan. The Committee (or its delegate as permitted herein) may correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award in the manner and to the extent that it shall deem desirable to carry the Plan or any Award into effect.

        (C)    Effect of Decision of the Committee and Board of Directors.    All decisions, actions, determinations and interpretations of the Committee (or its delegate as permitted herein) or the Board of Directors (or its delegate as permitted herein) in the administration of the Plan shall lie, with the Committee and Board of Directors, respectively, within its sole and absolute discretion and shall be final, conclusive and binding on all parties concerned; provided that the Committee and Board of Directors, respectively, may, in its sole and absolute discretion, overrule an action, decision, determination or interpretation of a person to whom it has delegated authority.

        (D)    Liability of Board of Directors or the Committee.    No member of the Board of Directors or Committee or any officer of the Company shall be liable for anything done or omitted to be done by him, by any other member of the Board of Directors or Committee or any officer of the Company in connection with the performance of duties under the Plan, except for his own willful misconduct or as expressly provided by statute. The members of the Board of Directors and Committee and officers of the Company shall be entitled to indemnification in connection with the performance of their respective duties under the Plan to the extent provided in the articles of incorporation or bylaws of the Company or otherwise by law.

5.     ELIGIBILITY

        Consistent with the purposes of the Plan, the Committee shall have the power (except as may be delegated as permitted herein) to select the employees and other individuals performing services for the Company and its Affiliates who may participate in the Plan and be granted Awards under the Plan. No person who is not an employee of the Company or a Subsidiary shall be eligible to receive an ISO award under the Plan. For purposes of this Plan, the term "employee" means an individual employed by the Company or a Subsidiary whose income from those entities is subject to Federal Insurance Contributions Act ("FICA") withholding.

6.     TERMS AND CONDITIONS APPLICABLE TO OPTIONS UNDER THE PLAN

        Options granted pursuant to the Plan shall be evidenced by Stock Option Agreements in such form as the Board of Directors shall, from time to time, approve, which agreements shall in substance include or incorporate, comply with and be subject to the following terms and conditions (except as necessary to conform to the requirements of law, including the laws of the jurisdiction where the Participant resides):

        (A)    Medium and Time of Payment.    The Exercise Price shall be paid in full at the time the Option is exercised. The Exercise Price shall be payable either in (i) United States dollars in cash or by check, bank draft, money order or wire transfer of good funds payable to the Company; (ii) upon conditions established by the Committee, by delivery of shares of Stock owned by the Participant for at least six (6) months prior to the date of exercise; or (iii) by a combination of (i) and (ii).

        (B)    Number of Shares.    The total number of shares to which each Option pertains shall be designated in the Stock Option Agreement at the time of grant.

        (C)    Designation of Option.    Each Option shall be designated in the Stock Option Agreement as either an ISO or a NQSO and, in the absence of such designation, shall be deemed to be a NQSO. In the event that a person is granted concurrently an ISO and a NQSO, such Options shall be evidenced

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by separate Stock Option Agreements. However, notwithstanding such designations, to the extent that (i) the aggregate Fair Market Value (determined as of the time of grant) of the Stock with respect to which Options designated as ISOs are exercisable for the first time by any employee during any calendar year (under all plans of the Company, Bank and any Subsidiary) exceeds $100,000, or (ii) an ISO does not meet any other requirement to be an "incentive stock option" within the meaning of section 422 of the Code, such Options, or portions thereof, shall be treated as NQSOs. For purposes of this section, Options shall be taken into account in the order in which they were granted.

        The date on which the Committee completes all action constituting an offer of an Option to an individual, including the specification of the Exercise Price and the number of shares of Stock to be subject to the Option, shall be the date on which the Option covered by a Stock Option Agreement is granted, even though certain terms of the Stock Option Agreement may not be at such time determined and even though the Stock Option Agreement may not be executed until a later time. For purposes of the preceding sentence, an offer shall be deemed made if the Committee has completed all such action except communication of the grant of the Option to the potential Participant. In no event, however, shall a Participant gain any rights in addition to those specified by the Committee in its grant, regardless of the time that may pass between the grant of the Option and the actual execution of the Stock Option Agreement by the Company and the Participant.

        (D)    Exercise Price.    The Exercise Price per share of Stock under an Option shall be determined by the Committee in its sole discretion; provided however that the Exercise Price shall be not less than one hundred percent (100%) of the Fair Market Value on the date that such Option is granted and, in the case of an ISO granted to a Controlling Participant, the Exercise Price shall be not less than one hundred ten percent (110%) of the Fair Market Value on the date that such Option is granted.

        (E)    Option Term.    The term of an Option shall be fixed by the Committee, in its sole discretion, in each Stock Option Agreement; provided however that for any Option to qualify as an ISO, the Option shall expire not more than ten years from the date the Option is granted and, in the case of a Controlling Participant, not more than five years from the date the Option is granted.

        (F)    Exercise of Options.    Subject to the provisions of this Plan and the applicable Stock Option Agreement, an Option may be exercised at any time during the term of the Option. An Option shall be deemed exercised when (i) written notice of such exercise, in the form prescribed by the Committee, has been received by the Company in accordance with the terms of the Option by the person entitled to exercise the Option and (ii) full payment for the Stock with respect to which the Option is exercised has been received by the Company in accordance with Section 6(A) and the Stock Option Agreement. The written notice shall include the number of shares to be exercised by the Participant. Except as otherwise expressly provided in writing by the Board of Directors, an Option may not be exercised for a fractional share of Stock.

        (G)    Stock Certificates.    Promptly upon exercise of an Option, the Company shall issue (or cause to be issued) certificates evidencing the shares of Stock acquired as a result of the exercise of the Option. In the event that the exercise of an Option is treated in part as the exercise of an ISO and in part as the exercise of a NQSO pursuant to Section 6(C) hereof, the Company shall issue a certificate evidencing the shares of Stock treated as acquired upon the exercise of an ISO and a separate certificate evidencing the shares of Stock treated as acquired upon the exercise of a NQSO, and shall identify each such certificate accordingly in its stock transfer records.

        All certificates for shares of Stock delivered under the Plan pursuant to any Option shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Stock is then listed, and any applicable federal or state securities laws or regulations, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

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        (H)    Date of Exercise.    The Committee may, in its sole discretion, provide that an Option may not be exercised in whole or in part for any period or periods of time specified by the Committee. Except as may be so provided, any Option may be exercised in whole at any time, or in part from time to time, during its term. In the case of an Option not immediately exercisable in full, the Committee may at any time accelerate the time at which all or any part of the Option may be exercised.

        (I)    Termination of Service.    The Committee may determine, at the time of grant, for each Option the extent to which the Participant (or his legal representative) shall have the right to exercise the Option following termination of such Participant's service to: (i) the Company or (ii) Subsidiary, and (iii) with respect to all Awards other than ISOs, any Affiliate. Such provisions may reflect distinctions based on the reasons for the termination of service and any other relevant factors that the Committee may determine. In the absence of such standards, any Option granted pursuant to the Plan that has not vested prior to the date on which the Participant ceased to be an employee of the Company or an Affiliate of the Company ("Termination Date") shall expire immediately upon the Termination Date, and any Option granted pursuant to the Plan that has vested prior to the Termination Date shall expire three (3) months following the Termination Date; provided however that if the cessation of Participant's service is due to his death or disability (as defined in section 22(e)(3) of the Code), such Option shall expire one year from the Termination Date; provided, however, that notwithstanding any standards established by the Committee or any Stock Option Agreement provision to the contrary, "Termination Date" shall mean, for any ISOs granted pursuant to the Plan, the date on which the Participant ceased to be an employee of the Company or a Subsidiary.

        (J)    No Rights as a Participant.    No person shall, with respect to any Option, be deemed to have become a Participant, or to have any rights with respect to such Option, unless and until such person shall have executed a Stock Option Agreement or other instrument evidencing the Option and delivered a copy thereof to the Company, and otherwise complied with the then applicable terms and conditions.

        (K)    No Rights as a Shareholder.    Notwithstanding the exercise of an Option, a Participant shall have no rights as a shareholder with respect to shares covered by an Option until the date the certificates evidencing the shares of Stock are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for dividends or other rights the record date for which is prior to the date of issuance. A Participant who purchases shares of Stock under this Plan shall be transferred at such time substantially all of the rights of ownership of such shares of Stock, in accordance with Treasury Regulations section 1.421-1(f). Such rights of ownership shall include the right to vote, the right to receive declared dividends, the right to share in the assets of Company in the event of liquidation, the right to inspect Company's books and the right to pledge or sell such shares of Stock, subject to the restrictions on such rights in this Plan and the restrictions on such rights imposed by applicable law.

        (L)    Tax Withholding.    As a condition to the exercise of any Option, the Company shall have the right to require that the Participant exercising the Option (or the recipient of any shares of Stock) remit to the Company an amount calculated by the Company to be sufficient to satisfy applicable federal, state, foreign or local withholding tax requirements (or make other arrangements satisfactory to the Company with regard to such taxes) prior to the delivery of any certificate evidencing shares of Stock. If permitted by the Company, either at the time of the grant of the Option or in connection with its exercise, the Participant may satisfy applicable withholding tax requirements by delivering a number of whole shares of Stock owned by the Participant for at least six (6) months prior to the date of exercise and having a Fair Market Value (determined on the date that the amount of tax to be withheld is to be fixed) at least equal to the aggregate amount required to be withheld.

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        In the case of an ISO, the Committee may require as a condition of exercise that the Participant exercising the Option agree to inform the Company promptly of any disposition (within the meaning of section 424(c) of the Code and the regulations thereunder) of Stock received upon exercise.

        (M)    Additional Restrictions and Conditions.    The Committee may impose such other restrictions and conditions (in addition to those required by the provisions of this Plan) on any Option granted hereunder and may waive any such additional restrictions and conditions, so long as (i) any such additional restrictions and conditions are consistent with the terms of this Plan and (ii) such waiver does not waive any restriction or condition required by the provisions of this Plan.

        (N)    Repricing.    The Committee shall not, without the further approval of the Board of Directors, (i) authorize the amendment of any outstanding Option to reduce the Exercise Price of such Option or (ii) grant a replacement Option upon the surrender and cancellation of a previously granted Option for the purpose of reducing the Exercise Price of such Option. Nothing contained in this section shall affect the right of the Board of Directors or the Committee to make the adjustment permitted under Section 3(D).

7.     TERMS AND CONDITIONS APPLICABLE TO RESTRICTED STOCK AWARDS UNDER THE PLAN

        Restricted Stock granted pursuant to the Plan shall be evidenced by Restricted Stock Agreements in such form as the Board of Directors shall, from time to time, approve, which agreements shall in substance include or incorporate, comply with and be subject to the following terms and conditions (except as necessary to conform to the requirements of law, including the laws of the jurisdiction where the Participant resides):

        (A)    Stock Certificates.    The Company shall issue (or cause to be issued) certificates evidencing the shares of Restricted Stock issued in accordance with the Restricted Stock Agreement. All certificates for shares of Restricted Stock delivered under the Plan shall be subject to such stock transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Stock is then listed, and any applicable federal or state securities laws or regulations, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.

        (B)    Vesting Schedule.    The Committee may, in its sole discretion, provide that a Restricted Stock award may not vest in whole or in part for any period or periods of time specified by the Committee. Unless the Committee determines otherwise, Restricted Stock awards shall carry a minimum vesting period of one (1) year. In the case of a Restricted Stock award not immediately vested in full, the Committee may at any time accelerate the time at which all or any part of the Restricted Stock may vest.

        (C)    Termination of Service.    The Committee may determine, at the time of grant, for each Restricted Stock award the extent to which the unvested portion of any Award may become vested following termination of such Participant's service to the Company or any Affiliate. Such provisions may reflect distinctions based on the reasons for the termination of service and any other relevant factors that the Committee may determine. In the absence of such standards, any Restricted Stock award granted pursuant to the Plan that has not vested prior to the Termination Date shall be forfeited immediately upon the Termination Date.

        (D)    No Rights as a Participant.    No person shall, with respect to any Restricted Stock award, be deemed to have become a Participant, or to have any rights with respect to such Restricted Stock, unless and until such person shall have executed a Restricted Stock Agreement or other instrument

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evidencing the Restricted Stock and delivered a copy thereof to the Company, and otherwise complied with the then applicable terms and conditions.

        (E)    Tax Withholding.    As a condition to the vesting of any award of Restricted Stock, the Company shall have the right to require that the Participant receiving the Restricted Stock (or the recipient of any shares of Stock) remit to the Company an amount calculated by the Company to be sufficient to satisfy applicable federal, state, foreign or local withholding tax requirements (or make other arrangements satisfactory to the Company with regard to such taxes) prior to the vesting of such shares of Restricted Stock. If permitted by the Company, either at the time of the grant of the Restricted Stock or in connection with its vesting, the Participant may satisfy applicable withholding tax requirements by delivering a number of whole shares of Stock owned by the Participant for at least six (6) months prior to the date of exercise and having a Fair Market Value (determined on the date that the amount of tax to be withheld is to be fixed) at least equal to the aggregate amount required to be withheld.

        (F)    Additional Restrictions and Conditions.    The Committee may impose such other restrictions and conditions (in addition to those required by the provisions of this Plan) on any Restricted Stock issued hereunder and may waive any such additional restrictions and conditions, so long as (i) any such additional restrictions and conditions are consistent with the terms of this Plan and (ii) such waiver does not waive any restriction or condition required by the provisions of this Plan.

8.     AMENDMENT AND TERMINATION OF THE PLAN

        The Committee may amend, alter, suspend, or terminate the Plan or any portion hereof at any time; provided that: (i) no such amendment, alteration, suspension or termination shall be made without the approval of the shareholders of the Company if such approval is necessary to qualify for or comply with any tax or regulatory requirement for which or with which the Board of Directors deems it necessary or desirable to qualify or comply; and (ii) no such amendment shall, without approval of the shareholders of the Company, except as provided in Section 6(C), (a) increase the aggregate number of shares of Stock as to which Options may be granted under the Plan; (b) increase the maximum period during which Options may be exercised; (c) extend the effective period of the Plan; or (d) amend the requirements as to the class of employees eligible to purchase shares of Stock under this Plan. No amendment, suspension or termination of the Plan shall adversely affect the right of any Participant with respect to any Award theretofore granted, as determined by the Committee, without such Participant's written consent.

        Unless earlier terminated, no Awards may be granted under the Plan more than ten (10) years after the earlier of the date the Plan is adopted or the date the Plan is approved by the shareholders of the Company. Such termination by lapse of time shall not effect the validity or terms of any Award then outstanding or the ability of the Committee to amend, alter, adjust, suspend, discontinue or terminate any such Award or to waive any conditions or rights under any such Award for so long as the Award is outstanding.

9.     LEGALITY OF GRANT

        The granting of Awards under this Plan and the issuance or transfer of Awards and shares of Stock pursuant hereto are subject to all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or government agency (including, without limitation, no-action positions of the Securities and Exchange Commission) which may, in the opinion of counsel for the Company, be necessary or advisable in connection therewith. Without limiting the generality of the foregoing, no Award may be granted under this Plan, and no Stock in respect of an Award shall be issued by the Company, unless and until all legal requirements applicable to the issuance or payment have, in the opinion of counsel for the Company, been complied with. In connection with any Award or

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Stock issuance or transfer, the person acquiring the Stock or the Award, if requested by the Company, shall give assurance satisfactory to counsel to the Company with respect to such matters as the Company may deem desirable to assure compliance with all applicable legal requirements.

10.   TRANSFERABILITY

        Unless otherwise determined by the Committee with respect to Awards (excluding ISOs to the extent that the status of the ISOs as such under the Code would be affected), Awards granted under the Plan, and shares of Stock issued in connection with the exercise of an Option, may not be sold, pledged, hypothecated, assigned, margined or otherwise transferred, other than by will or the laws of descent and distribution. Except to the extent required by law, no Award or interest of any Participant in the Plan shall be subject to any lien, levy, attachment, pledge, obligation, liability or bankruptcy of a Participant. During the lifetime of a Participant, all rights with respect to Awards shall be exercisable only by the Participant (or in the event of his disability (as defined in section 22(e)(3) of the Code), by his guardian or legal representative). An Award exercisable after the death of a Participant may be exercised only by the Participant's legal representatives, heirs, legatees, or distributees.

11.   NO EMPLOYMENT/SERVICE RIGHTS

        Unless otherwise determined by the Committee, Awards received by Participants under the Plan shall not be deemed a part of a Participant's regular, recurring compensation for purposes of calculating payments or benefits under any Company benefit plan or severance program. No person shall have any claim or right to be granted an Award under the Plan, and there shall be no obligation to provide uniformity of treatment in connection with the administration of this Plan. The terms and conditions of Awards or Award Agreements need not be the same with respect to each Participant (whether or not such Participants are similarly situated).

        Nothing in this Plan or any Award Agreement shall be construed as constituting a commitment, guarantee, agreement or understanding of any kind or nature that the Company or any Affiliate shall continue to employ, retain or engage any individual (whether or not a Participant). Neither this Plan nor any Award Agreement executed in accordance with this Plan shall affect in any way the right of the Company or any Affiliate to terminate the employment or engagement of any individual (whether or not a Participant) at any time and for any reason whatsoever and to remove any individual (whether or not a Participant) from any position with the Company or any Affiliate. No change of a Participant's duties with the Company or any Affiliate shall result in a modification of any rights of such Participant under this Plan or any Award Agreement executed by such Participant.

12.   CHANGE OF CONTROL

        Notwithstanding any provision of this Plan or any Award Agreement to the contrary, unless the Committee shall determine otherwise at the time of grant with respect to a particular Award, all Awards outstanding as of the date of a Change of Control or an agreement to effect a Change of Control, and which are not then exercisable and vested, shall become fully exercisable and vested to the full extent of the original grant. The determination as to whether a Change in Control or an agreement to effect a Change of Control has occurred shall be made by the Committee and shall be conclusive and binding.

13.   EFFECTIVE DATE

        This Plan shall become effective upon its approval by the Board of Directors; provided however that no grant of an Option under this Plan shall qualify as an ISO unless, within one year of the date the Plan becomes effective, the Plan is approved by the affirmative vote of a majority of the shareholders of the Company present, in person or by proxy, at a meeting of the shareholders of the

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Company. The Committee may grant ISOs subject to the condition that this Plan shall have been approved by the shareholders of the Company as provided herein.

14.   RESERVATION OF SHARES

        The Company, during the term of this Plan, shall at all times reserve and keep available such number of shares of Stock as shall be sufficient to satisfy the requirements of the Plan.

15.   MINIMUM CAPITAL REQUIREMENTS

        Notwithstanding any provision of this Plan or any Stock Option Agreement to the contrary, all Options granted under the Plan shall expire, to the extent not exercised, within 45 days following the receipt of notice from the Bank's state or primary federal regulator ("Regulator") that (i) the Bank has not maintained its minimum capital requirements (as determined by the Regulator); and (ii) the Regulator is requiring termination or forfeiture of options. Upon receipt of such notice from the Regulator, the Company shall promptly notify each Participant that all Options issued under this Plan have become fully exercisable and vested to the full extent of the grant and that the Participant must exercise the Option(s) granted to him prior to the end of the 45-day period or such earlier period as may be specified by the Regulator or forfeit such Option. In case of forfeiture, no Participant shall have a cause of action, of any kind or nature, with respect to the forfeiture against the Company or any Affiliate. Neither the Company nor any Affiliate shall be liable to any Participant due to the failure or inability of the Company or any Affiliate to provide adequate notice to the Participant.

16.   ADMINISTRATION OF PLAN

        Notwithstanding any other provision herein to the contrary, this Plan shall be administered in accordance with the provisions of the Federal Deposit Insurance Corporation's Statement of Policy on Applications for Deposit Insurance as such policy relates to stock benefit plans.

17.   GENERAL

        (A)    Burden and Benefit.    The terms and provisions of this Plan and the Awards issued hereunder shall be binding upon, and shall inure to the benefit of, the Company and each Participant and any permitted successors and assigns.

        (B)    Interpretation.    When a reference is made in this Plan to a Section, such reference will be to a Section of this Plan unless otherwise indicated. The headings contained in this Plan are for convenience of reference only and will not affect in any way the meaning or interpretation of this Plan or any Award. Whenever the words "include," "includes" or "including" are used in this Plan, they will be deemed to be followed by the words "without limitation." The words "hereof," "herein" and "hereunder" and words of similar import when used in this Plan will refer to this Plan as a whole and not to any particular provision in this Plan. Each use herein of the masculine, neuter or feminine gender will be deemed to include the other genders. Each use herein of the plural will include the singular and vice versa, in each case as the context requires or as is otherwise appropriate. The word "or" is used in the inclusive sense. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a person are also to its permitted successors or assigns. No provision of this Plan is to be construed to require, directly or indirectly, any person to take any action, or omit to take any action, which action or omission would violate applicable law (whether statutory or common law), rule or regulation.

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        (C)    Costs and Expenses.    All costs and expenses with respect to the adoption, implementation and administration of this Plan shall be borne by the Company; provided however that, except as otherwise specifically provided in this Plan or the applicable Award Agreement between the Company and a Participant, the Company shall not be obligated to pay any costs or expenses (including legal fees) incurred by any Participant in connection with any Award Agreement, this Plan or any Award or Stock held by any Participant.

        (D)    Unfunded Status of Plan.    The Plan is intended to constitute an "unfunded" plan for long-term incentive compensation. Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other person. Nothing contained herein shall be construed to give any Participant any rights with respect to any Award, unexercised or exercised, vested or unvested, or any other matters under this Plan that are greater than those of a general unsecured creditor of the Company.

        (E)    Governing Law.    The validity, construction and effect of the Plan, any rules and regulations relating to the Plan and any Award granted hereunder shall be determined in accordance with the laws of the State of California, without reference to the laws that might otherwise govern under applicable principles of conflicts of law.

        (F)    Severability.    If any term or other provision of this Plan or any Award Agreement is held to be illegal, invalid or unenforceable by any rule of law or public policy, such term or provision shall be fully severable and this Plan or the Award Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision were not a part hereof, and all other conditions and provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or unenforceable, there shall be added automatically as a part of this Plan or the Award Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and still be legal, valid and enforceable. If any provision of this Plan or any Award Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only as broad as is enforceable.

        (G)    Certain Conflicts.    In the event of an irreconcilable conflict between the terms of the Plan and any Award Agreement, the terms of the Plan shall prevail.

        (H)    Notices.    Any notice or other communication required or permitted to be made hereunder or by reason of the provisions of this Plan or any Award Agreement shall be in writing, duly signed by the party giving such notice or communication and shall be deemed to have been properly delivered if delivered personally or by a recognized overnight courier service, or sent by first-class certified or registered mail, postage prepaid, as follows (or at such other address for a party as shall be specified by like notice): (i) if given to the Company, at its principal place of business, and (ii) if to a Participant, as provided in his Award Agreement. Any notice properly given hereunder shall be effective on the date on which it is actually received by the party to whom it was addressed.

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IN WITNESS WHEREOF, the Company, acting by and through its duly authorized officer, has executed this Plan on this the    day of                        , 2004.

PACIFIC COAST NATIONAL BANCORP
By:
	Michael Hahn, President

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Exhibit 10.6

PACIFIC COAST NATIONAL BANCORP 2004 STOCK INCENTIVE PLAN

EX-10.7

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Exhibit 10.7

EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 21st day of January, 2004, by and between Pacific Coast National Bank (the "Bank") and Michael Stephen Hahn, a resident of San Diego County, California ("Executive") (the signatories to this Agreement will be referred to jointly as the "Parties").

WITNESSETH:

        WHEREAS, the Bank is a wholly-owned subsidiary of Western Pacific Bancorp, Inc. (the "Company")

        WHEREAS, Bank has agreed to employ Executive, and Executive has agreed to be employed by Bank, subject to and on the terms and conditions set forth herein; and

        WHEREAS, both Bank and Executive have read and understood the terms and provisions set forth in this Agreement and have been afforded a reasonable opportunity to review this Agreement with their respective legal counsel.

        NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Executive and Bank agree as follows:

        1.    Term of Employment.    This Agreement shall become effective upon receipt of Bank's banking charter ("Effective Date") and shall continue in effect through December 31, 2009 (the "Initial Period"), unless terminated pursuant to Section 4. At the end of the Initial Term of this Agreement, the Agreement shall automatically renew for successive one-year terms, unless Bank provides written notice to Executive within ninety (90) days prior to the expiration of the then current term. Such Initial Term and all subsequent terms shall be referred to herein as the "Term of Employment."

        2.    Duties and Authority.

        (a)   During the Term of Employment, Executive shall serve as Bank's President and Chief Operating Officer. Executive shall perform in a professional manner the authorized and customary duties for the positions and such other reasonable duties and responsibilities as the Board of Directors of Bank and/or Company (the term "Board of Directors" as used in this Agreement shall mean the Board of Directors of Bank, unless specifically stated otherwise) may assign to Executive from time to time, in writing, which duties shall include, but not be limited to the following:

        (i)    Executive shall oversee the daily operation of Bank and all subsidiary activities related to and controlled by Bank;

        (ii)   Executive shall carry out and implement all proper directions and instructions of the Board of Directors that conform with reasonable and sound banking practices;

        (iii)  Executive shall use his best efforts to operate Bank so as to meet the growth and financial projections and budgets established and approved by the Board of Directors, assuming such projections and budgets shall be reasonable and realistically attainable under the conditions which then exist both in bank and local and national financial markets; and

        (iv)  Executive shall use his best efforts to avoid any action that might materially damage, harm or discredit the reputation of Bank, its shareholders, or it's Board of Directors.

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        (b)   Notwithstanding the provisions of Section 2(a), the duties and responsibilities of Executive may be changed and modified from time to time by Bank at its discretion. Upon changes and modifications to Executive's duties and responsibilities, Executive's employment with Bank shall continue to be governed by the terms of this Agreement.

        (c)   During the Term of Employment, Executive shall devote Executive's best efforts and entire productive time, ability and attention to the business operations of Bank and Company, and shall not, without the written consent of Bank or Company, directly or indirectly, alone or as a partner, officer, director, stockholder, employee, or consultant of any other person, entity, association, agency, organization, or institution, engage in any other business or profession which would necessitate Executive's giving any portion of his time and effort to such activity. Executive shall at all times faithfully, with diligence and to the best of Executive's ability, experience, and talent, perform all the duties that may be required of and from Executive pursuant to the express and implicit terms hereof to the reasonable satisfaction of Bank.

        (d)   Executive shall become informed to the best of his ability of current developments in the banking industry applicable to Bank and shall attend such banking seminars and schools as he or the Board of Directors deems appropriate to keep apprised of laws, regulations, policies and procedures that affect Bank, Company and their operations. Executive shall serve on such committees of Bank as the Board of Directors may determine from time to time. Executive shall at all times be subject to the direction and control of the Board of Directors, and all acts of Executive in the performance of his duties hereunder shall be carried out in conformity with the policies, directions and limitations as from time to time established by the Board of Directors. Executive shall not be required to change his domicile from San Diego County, California in connection with the performance of his duties hereunder. Executive shall not be required to engage in any activities or exercise any powers or authority that has the effect of violating any federal, state or local laws or regulations.

        3.    Compensation and Benefits.    All payments of compensation to Executive shall be payable in accordance with Bank's ordinary payroll and other policies and procedures.

        (a)   Base Salary. During the Term of Employment, Bank shall pay Executive, at a minimum, a base salary of $135,000.00 per full calendar year ("Base Salary"), appropriately prorated for partial months at the commencement and end of the term of this Agreement. Bank shall review the amount of such Base Salary no less often than annually. Any salary adjustment shall be based on: (i) Executive's performance since Executive's last review; (ii) the performance and profitability of the Bank; and (iii) the Bank's salary policy effective at the time of any such salary review and adjustment. Bank shall have the right to deduct from payment of all compensation to Executive hereunder any federal, state or local taxes required by law to be withheld with respect to such payments and any other amounts specifically authorized to be withheld or deducted by Executive.

        (b)   Annual Cash Incentive Compensation. Executive, if employed on the last day of the calendar year for which any bonus as determined by the Board of Directors is being awarded, shall be eligible for performance-based annual cash and/or stock awards as determined by the Board of Directors in accordance with mutually agreed upon goals and objectives established by the Board of Directors in January of each calendar year this Agreement is in force and effect.

        (c)   Participation in Employee Benefit Programs. Executive shall be entitled to participate in any benefit programs applicable to all employees of Bank or to executive employees of Bank in accordance with Bank policy and the provisions of said benefit plans. This Agreement, which provides certain additional benefits, does not preclude Executive's participation in such other plans of Bank.

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        (d)   Executive Vacation Allocation. Executive shall be allocated a minimum of four (4) weeks paid vacation annually. If vacation time is unused, unused vacation time may accumulate and be used at a future date as deemed appropriate by Executive and Management. If the Executive has accumulated vacation at time of termination, accumulated vacation time will be paid to Executive as regular pay.

        (e)   Split Dollar Life Insurance. Bank shall purchase and maintain a split dollar life insurance policy in the amount of $1,000,000.00 naming Bank as beneficiary of an amount equal to the greater of the aggregate premiums paid or the cash surrender value of such policy and Executive as beneficiary of any death benefit remaining after Bank receives amounts due to it. The rights and obligations of Bank and Executive shall be governed by the terms and provisions of a separate split dollar life insurance plan.

        (f)    Stock Options. As of the Effective Date, the Company shall grant to Executive a number of options to purchase shares of common stock of the Company equal to 4.0% of the number of shares of common stock of the Company outstanding as of the Effective Date. During the term of this Agreement, the Board of Directors may grant to Executive an additional number of options to purchase shares of common stock of the Company equal to 4.0% of the number of shares of common stock of the Company outstanding as of the Effective Date upon such terms and conditions as may be determined by the Board of Directors from time to time in their sole discretion. All stock options granted under this Section shall expire ten years following the date of grant, have an exercise price equal to the fair market value of the common stock of the Company at the time of issuance, and be evidenced by a stock option certificate which may contain addition terms and restrictions not inconsistent with this Agreement or any stock option plan of the Company then in existence and under which options pursuant to this Section are issued. The options granted under this Section shall vest in approximately equal percentages as of the last day of each calendar year over the three year period following issuance.

        (g)   Leased Vehicle. Bank shall lease, or reimburse Executive, in the maximum amount of $500.00 per month, for leasing a vehicle for Executive's transportation to and from the offices of Bank and for use in engaging in activities in the name of or for the benefit of Bank. Bank shall pay or reimburse Executive for reasonable gas and insurance costs associated with the leased vehicle.

        (h)   Reimbursement of Expenses. During the Term of Employment, Bank shall promptly pay all reasonable expenses incurred by Executive for all reasonable travel and other business related expenses incurred by him in performing his obligations under this Agreement in accordance with Bank's travel and business expense policy, such expenses to be reviewed by the Board of Directors on a periodic basis.

        (i)    Compensation After Termination.

        (i)    If the Term of Employment is terminated (i) by Bank for cause or due to the death or disability of Executive, (ii) by Executive or (iii) through expiration of the Term of Employment, Bank shall have no further obligations hereunder or otherwise with respect to Executive's employment from and after the termination or expiration date (except payment of Executive's Base Salary accrued through the date of termination or expiration) and Bank shall continue to have all other rights available hereunder.

        (ii)   If the Term of Employment is terminated by the Bank without cause, Executive shall be entitled to receive as severance pay (in addition to the payment of the Base Salary through the date of termination) an amount equal to Executive's Base Salary, payable within thirty (30) days of the end of the Term of Employment; provided, however, if the severance payment to Executive would cause Bank to contravene any law, regulation or policy applicable to Bank,

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Bank and Executive agree that such severance payment shall be made to the extent permitted by law, regulation and policy, and the remainder of such severance payment shall be made from time to time at the earliest time permitted by law, regulation and policy. After the 30^th day following the end of the Term of Employment, the outstanding severance payment shall, until paid, bear interest per annum at the prime lending rate as published in the Southwest Edition of The Wall Street Journal on the 31^st day following the end of the Term of Employment. In addition to the severance payment, Bank shall reimburse Executive in the maximum amount of $10,000.00 for reasonable expenses incurred by Executive in relocating from San Diego County, California upon receipt of evidence thereof. Except as otherwise specifically provided herein, Bank shall have no other obligations hereunder or otherwise with respect to Executive's employment from and after the termination or expiration date, and Bank shall continue to have all other rights available hereunder.

        (iii)  No termination under Section 4 shall terminate or adversely affect any rights of Executive then vested under any disability or other benefit program of Bank.

        (j)    Fair and Adequate Compensation. Bank and Executive acknowledge that such compensation and the other covenants and agreements of Bank contained herein are fair and adequate compensation for Executive's services and for the covenants described below.

        4.    Termination.    

        (a)   Death. If Executive dies during the Term of Employment and while in the employ of Bank, this Agreement shall automatically terminate and Bank or Company shall have no further obligation to Executive or his estate under this Agreement (other than death benefits payable under the benefit plans referenced in Section 3(c) or 3(d)), except that Bank shall pay Executive's estate that portion of Executive's base salary under Section 3(a) accrued through the date on which Executive's death occurred. Such payment of base salary to Executive's estate shall be made in the same manner as other payroll obligations of the Bank.

        (b)   Disability.

        (i)    Bank may terminate this Agreement if, during the Term of Employment, Executive shall be prevented from performing his duties hereunder by reason of becoming disabled. For purposes of this Agreement, the term "disabled" shall have the meaning set forth in Bank's long term disability plan or, if Bank has no long term disability plan in effect at the time of the Executive's disability, shall mean that Executive has become physically or mentally incapable (excluding infrequent and temporary absences due to ordinary illness) of performing the essential functions of his duties under this Agreement for a continuous period of six (6) months, as determined by Bank upon the advice of a qualified physician. In the event a dispute arises between Executive and the Bank concerning Executive's physical or mental ability to continue or return to the performance of his duties, Executive shall submit to examination by a competent physician mutually agreeable to both parties. The physician's opinion as to the Executive's capability to perform his duties will be final and binding. During any period prior to termination during which the Executive fails to perform his duties as a result of incapacity due to physical or mental illness, Executive shall continue to receive his full salary at the rate then in effect for such period until his employment terminates pursuant to this Section 4(b), provided that payments so made to Executive during such period shall be reduced by the sum of the amounts, if any, payable to Executive under any disability benefit plans of Bank that were not previously applied to reduce such payment.

        (ii)   In the event of a termination pursuant to this Section 4(b), Bank shall be relieved of all its obligations under this Agreement, except that Bank shall pay to Executive, or his estate in the event of his subsequent death, Executive's base salary under Section 3(a) through the date on which such termination shall have occurred, reduced during such period by the

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amount of any benefits received by Executive under any disability policy maintained by Bank and any death benefits payable under the benefit plans referenced in Section 3(c) or 3(d). All such payments to Executive or his estate shall be made in the same manner as other payroll obligations of Bank.

        (c)   Discharge for Cause. At any time during the Term of Employment, Bank may discharge Executive for cause and terminate this Agreement by delivering to Executive a written notice of discharge. The notice of discharge shall set forth the reasons for Executive's termination for cause. For purposes of this Agreement, cause shall be defined as the occurrence of any of the following events:

        (i)    The determination by the Board of Directors in the exercise of its reasonable judgment, after consultation with its legal counsel, that Executive has committed an act or acts constituting (i) a felony or other crime, whether a felony or a misdemeanor, involving moral turpitude, dishonesty or theft, (ii) dishonesty or disloyalty with respect to Bank or Company, or (iii) fraud;

        (ii)   The determination by the Board of Directors in the exercise of its reasonable judgment, that (i) the Executive has failed to follow the policies adopted by the Board of Directors; (ii) that Executive has failed to meet the performance goals established in writing by the Board of Directors in January of each calendar year this Agreement is in effect; or (iii) that Executive has engaged in such actions or omissions that would constitute unsafe or unsound banking practices;

        (iii)  The determination by the Board of Directors in the exercise of its reasonable judgment, after consultation with its legal counsel, that Executive has committed a breach or violation of this Agreement, and fails to cure such breach or violation within ten (10) days after written notice to Executive by Bank specifying in reasonable detail the alleged breach or violation;

        (iv)  The determination by the Board of Directors, after consultation with its legal counsel, that Executive has engaged in gross misconduct in the course and scope of his employment with Bank including indecency, immorality, gross insubordination, dishonesty, unlawful harassment or discrimination, use of illegal drugs, or fighting; or

        (v)   In the event Executive is prohibited from engaging in the business of banking by any governmental regulatory agency having jurisdiction over Bank or Company.

        For purposes of this Agreement, Executive shall not be deemed to be in breach of this Agreement for his failure to substantially perform his duties under this Agreement where such failure results because Executive has becomes disabled within the meaning of Section 4(b). In such cases, termination of Executive shall be governed by the provisions of Section 4(b).

        (d)   Discharge without Cause. At any time during the Term of Employment, Bank shall be entitled to terminate Executive's employment and this Agreement "without cause," by providing him with a written notice of termination. Any termination of this Agreement which is not for cause, as defined above in Section 4(c), or which does not result from the death or disability of Executive, as set forth in Sections 4(a) or 4(b) respectively, or a constructive discharge as set forth in Section 4(e), respectively, shall be deemed to be a termination without cause.

        (e)   Resignation. Executive shall be entitled to terminate this Agreement by providing Bank with a written notice of resignation at least ninety (90) days prior to the intended resignation date. Upon Executive's resignation, he shall be entitled to receive any base salary which has been earned by him through the effective date of such resignation. In lieu of having Executive work for Bank through the effective date of the resignation, Bank may terminate this Agreement immediately;

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however, Bank shall still pay Executive amounts to which he would otherwise be entitled through the effective date of such resignation. Upon the effective date of Executive's resignation, Executive shall not be entitled to receive any other compensation or benefits as provided in the individual benefit plans or agreements.

        5.    Non-Disclosure and Confidentiality.    

        (a)   Executive acknowledges that, by the nature of his duties, he will or may have access to and become informed of confidential, proprietary, and highly sensitive information relating to Bank and which is a competitive asset of Bank, including, without limitation, information pertaining to: (i) the identities of Bank's existing and prospective customers or clients, including names, addresses, credit status, and pricing levels; (ii) the buying and selling habits and customs of Bank's existing and prospective customers or clients; (iii) financial information about Bank; (iv) product and systems specifications, concepts for new or improved products and other product or systems data; (v) the identities of, and special skills possessed by, Bank's employees; (vi) the identities of and pricing information about Bank's suppliers and vendors; (vii) training programs developed by Bank; (viii) pricing studies, information and analyses; (ix) current and prospective products and inventories; (x) financial models, business projections and market studies; (xi) Bank's financial results and business conditions; (xii) business plans and strategies; (xiii) special processes, procedures, and services of Bank and its suppliers and vendors; and (xiv) computer programs and software developed by Bank or its consultants.

        (b)   The term Proprietary Information does not include information or know-how which: (i) is in Executive's possession prior to its disclosure to him by Bank (as shown by competent written evidence in Executive's files and records immediately prior to the time of disclosure); (ii) is available to the general public other than through any inaction or action (whether or not wrongful) on Executive's part; or (iii) is approved for release by written authorization of the Bank.

        (c)   Executive agrees not to: (i) use, at any time, any Proprietary Information for his own benefit and for the benefit of another; or (ii) disclose, directly or indirectly, any Proprietary Information to any person who is not a current employee of Bank, except in the performance of the duties assigned to Executive in this Agreement, at any time prior or subsequent to the termination of his employment with Bank, except as such disclosure may be required by law. Executive further agrees not to make copies of any Proprietary Information, except in the performance of the duties assigned to him in this Agreement.

        6.    Return of Bank Property.    Executive acknowledges that all memoranda, notes, records, reports, manuals, books, papers, letters, client and customer lists, contracts, software programs, information and records, drafts of instructions, guides and manuals, and other documentation (whether in draft or final form), and other sales or financial information and aids relating to Bank's business, and any and all other documents containing Proprietary Information furnished to Executive by any representative of Bank or otherwise acquired or developed by Executive in connection with his association with Bank (collectively, "Recipient Materials") shall at all times be the property of Bank. Within twenty-four (24) hours of the termination of his employment with Bank, Executive shall return to Bank any Recipient Materials which are in his possession, custody or control.

        7.    Non-Solicitation of Customers/Clients.    

        (a)   Executive acknowledges that the special relationship of trust and confidence between him, Bank, and its clients and customers creates a high risk and opportunity for Executive to misappropriate the relationship and goodwill existing between Bank and its clients and customers. Executive further acknowledges and agrees that it is fair and reasonable for Bank to take steps to protect itself from the risk of such misappropriation. Executive further acknowledges that, at the outset of his employment with Bank and/or throughout his employment with Bank, Executive will

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be provided with access to and informed of Bank's Proprietary Information, which will enable him to benefit from Bank's goodwill and know-how.

        (b)   Executive acknowledges that it would be inevitable in the performance of his duties as a director, officer, employee, investor, agent or consultant of any person, association, entity, or company which competes with Bank or Company, or which intends to or may compete with Bank or Company, to disclose and/or use Bank's Proprietary Information, as well as to misappropriate Bank's goodwill and know-how, to or for the benefit of such other person, association, entity, or company. Executive also acknowledges that, in exchange for the execution of the non-solicitation restriction set forth in this Section 7, he has received substantial, valuable consideration. Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth in this Section.

        (c)   Ancillary to the enforceable promises set forth in this Agreement, as well as to protect the vital interests described in those Sections, Executive agrees that, while he is employed by Bank and for a period of one (1) year following the termination of his employment with the Bank, regardless of the reason for such termination, Executive will not, without the prior written consent of Bank, directly or indirectly, alone or for his own account, or as owner, partner, investor, member, trustee, officer, director, shareholder, employee, consultant, distributor, advisor, representative or agent of any partnership, joint venture, corporation, trust, or other business organization or entity,

        (i)    solicit the banking business of any current customers of the Bank;

        (ii)   acquire, charter, operate or enter into any franchise or other management                        agreement with any financial institution;

        (iii)  serve as an officer, director, employee, agent or consultant to any financial                        institution, or

        (iv)  establish or operate a branch or other office of a financial institution.

within the city limits of or having its main office or a branch within fifty (50) miles of the main office of the Bank.

        (d)   Executive agrees that the restriction set forth above is ancillary to an otherwise enforceable agreement, is supported by independent valuable consideration, and that the limitations as to time, geographical area, and scope of activity to be restrained by this Section are reasonable and acceptable, and do not impose any greater restraint than is reasonably necessary to protect the goodwill and other business interests of Bank. Executive agrees that if, at some later date, a court of competent jurisdiction determines that the non-solicitation agreement set forth in this Section does not meet the criteria set forth by applicable law, this Section may be reformed by the court and enforced to the maximum extent permitted under applicable law. Executive understands that his obligations under this Section shall not be assignable by him.

        8.    Non-Solicitation of Employees.    Executive agrees that, as part of his employment with Bank, he will become familiar with the salary, pay scale, capabilities, experiences, skill and desires of the Bank's employees. Executive agrees to maintain the confidentiality of such information. He further covenants and agrees that, for a period of one (1) year subsequent to the termination of his employment with Bank, whether such termination occurs at the insistence of himself or Bank, he shall not recruit, hire, or attempt to recruit or hire, directly or by assisting others, any other employees of Bank, nor shall he contact or communicate with any other employees of Bank for the purpose of inducing other employees to terminate their employment with Bank. For purposes of this covenant, "other employees" shall refer to employees who were employed by, or doing business with, Bank within twelve (12) months of the time of the attempted recruiting or hiring.

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        9.    Independent Covenants.    Executive acknowledges that the covenants set forth in Sections 5, 7 and 8 are material conditions to Bank's willingness to execute and deliver this Agreement and to provide Executive the compensation and benefits and other consideration provided hereunder. The parties agree that the existence of any claim or cause of action of Executive against Bank, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by Bank of such covenants. It is specifically acknowledged that the period of one year following the termination of employment stated in Sections 7 and 8, during which the agreements and covenants of Executive made in such sections are effective, is to be computed by excluding from such computation any time during which Executive is in violation of any provision of Sections 7 and 8. The covenants contained in Sections 5, 7 and 8 will not be affected by any breach of any other provision hereof by any party hereto. In addition, Executive's obligations under Sections 5, 7 and 8 shall survive the termination of this Agreement and Executive's employment with Bank. Executive's obligations under Sections 5, 7 and 8 are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which he may have to Bank under general legal or equitable principles, or other Bank policies.

        10.    Remedies.    In the event that Executive violates any of the provisions set forth in Sections 5, 7 and 8 of this Agreement, Executive acknowledges that Bank will suffer immediate and irreparable harm which cannot be accurately calculated in monetary damages. Consequently, Executive acknowledges and agrees that Bank shall be entitled to immediate injunctive relief, either by temporary or permanent injunction, to prevent such a violation. Executive further acknowledges and agrees that this injunctive relief shall be in addition to any other legal or equitable relief to which Bank would be entitled.

        11.    Early Resolution Conference.    This Agreement is understood to be clear and enforceable as written and is executed by both parties on that basis. However, if at any time Executive seeks to challenge any provision of this Agreement as unclear, unenforceable or inapplicable to any competitive activity in which Executive intends to engage, Executive shall first notify the Bank in writing and meet with a representative of the Bank and a neutral mediator (if the Bank elects to retain one, at its expense) to discuss the resolution of any disputes between the parties. Executive shall provide this notification at least fourteen (14) days before Executive engages in any activity that could foreseeably fall within the scope of any of the provisions set forth in Section 5, 7 or 8 of this Agreement. The failure to comply with this requirement shall operate as a waiver by the Executive to challenge the reasonable scope, clarity, applicability or enforceability of Sections 5, 7 or 8 of this Agreement. All rights of Executive and the Bank will be preserved if the early resolution conference requirement is complied with, even in the event that no agreement is reached as a result of the conference.

        12.    Notification of Prospective Employment.    If Executive intends to accept employment or an association with any third party which is engaged in a business similar to the business conducted by Bank or which, because of the nature of his proposed or potential position with the third party, may require him to use or disclose Bank's Proprietary Information, he agrees to provide Bank with notice of his intention to accept such employment or association no later than sixty (60) days prior to accepting such employment or association. Prior to accepting employment or an association with any third party which is engaged in a business similar to the business conducted by Bank or which, because of the nature of his proposed or potential position with the third party, may require Executive to use or disclose Bank's Proprietary Information, he agrees to provide a copy of this Agreement to such third party. Finally, Executive agrees that Bank may, at any time while any of the non-disclosure and/or non-solicitation covenants contained in this Agreement are in force, provide notice of the existence of that Agreement to any third party with whom or which he proposes to negotiate or is negotiating concerning employment or to accept employment, without any liability to Executive for any such notice.

        13.    Arbitration.    

        (a)   Executive recognizes that differences may arise between him, the Bank, and the Company during or following his employment with Bank, and that those differences may or may not be related to his employment. Executive acknowledges that by entering into this Agreement, he

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anticipates gaining the benefits of a speedy, impartial dispute-resolution procedure for resolving any and all disputes between himself, Bank, and Company. Notwithstanding Section 19 hereof, this Section 13 shall be governed by the Federal Arbitration Act and to the extent that it is inconsistent with California law, it will supercede California law relating to the arbitrability of any disputes.

        (b)   Executive and Bank consent to the resolution by final and binding arbitration of any claim, controversy, or dispute ("claim(s)") between Executive and Bank, whether or not such claims arise out of or relate to his employment by Bank, in accordance with the Employment Arbitration Rules of the American Arbitration Association in effect on the date the claim or controversy arises. The claims covered by this Section include, but are not limited to, claims for wages or other compensation due; claims for breach of any contract or covenant (express or implied); tort claims (including, but not limited to, invasion of privacy, intentional infliction of emotional distress, assault, battery, fraud, negligence, gross negligence, negligent hiring or retention); claims of discrimination (including, but not limited to, race, gender, sexual harassment, religion, national origin, age, marital status, or medical condition, handicap or disability); claims for benefits (except where an employee benefit or pension plan specifies that its claims procedure shall culminate in an arbitration procedure different from this one); and claims for violation of any federal, state, or other governmental law, statute, regulation, or ordinance, except claims excluded in the following paragraph.

        (c)   Executive and Bank understand that claims for workers' compensation or unemployment compensation benefits are not covered by this Agreement. Moreover, although Executive is prohibited from filing a lawsuit concerning claims covered by this Agreement, Executive understands that this Section shall not prohibit him from filing a charge or complaint with any governmental agency. Finally, Executive understands that this Section 13 does not apply with respect to disputes relating to the operation of and the enforcement of Sections 5, 7 and 8 hereof.

        (d)   Either party may initiate an arbitration proceeding by delivery of written notice to the other party hereto. Resolution of such dispute shall be resolved by a majority vote of a panel of three arbitrators. Within 30 days after giving or receiving a demand for arbitration, Bank and Executive shall each select one arbitrator. Such arbitrators shall be freely selected and the parties shall not be limited in their selection to any prescribed list. The arbitrators chosen by Bank and Executive shall, by mutual consent, select the third arbitrator. Except as otherwise agreed upon by the Parties, the arbitration shall convene in San Diego, California.

        (e)   The decision of the arbitrators shall be in writing and presented in separate findings of fact and law. The award of the arbitrators shall be final and binding on the parties from which no appeal maybe taken and an order confirming the award or judgment upon the award may be entered into in any court having jurisdiction there over.

        (f)    Prior to the appointment of the arbitrator, Bank or Executive may seek provisional remedies, including, without limitation, temporary restraining orders and preliminary injunctions. After the appointment of the arbitrators, the arbitrators shall have sole authority to grant such provisional remedies as the arbitrators, in their sole discretion, deem necessary or appropriate.

        (g)   The arbitrators shall have the authority to award any relief permitted by relevant federal or state statute, including, without limitation, back wages, front wages, actual damages, compensatory damages, punitive damages, attorneys' fees, and costs associated with the arbitration proceeding. The arbitrators, in the award, may assess the fees and expenses of the arbitrators and of the arbitration proceeding and the witness and attorney's fees of the parties or any part thereof, against either Bank or Executive or both of them, taking into account the circumstances of the case. Except as assessed by the arbitrators in the award, Bank and Executive shall each bear their own costs in connection with the arbitration proceeding. Notwithstanding the foregoing, Bank shall bear 100% of the aggregate fees and expenses of the arbitrators.

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        (h)   Executive and Bank acknowledge and agree that a party making a claim pursuant to or arising under this Section must give written notice of such claim within one (1) year of the occurrence of the event or conduct giving rise to the claim. Failure to give notice of any claim within one (1) year shall constitute a waiver of the claim, even if there is a federal or state statute of limitations which would have given more time to pursue the claim.

        (i)    Except with respect to claims described in Section 13(c), Executive and Bank acknowledge and agree that the arbitrators, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. Such arbitrators shall have jurisdiction to hear and rule on pre-hearing disputes, and are authorized to hold pre-hearing conferences by telephone or in person as the arbitrator deems necessary. The arbitrators shall have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrators shall apply the substantive law (and the law of remedies, if applicable) of the state in which the claim arose, or federal law, or both, as applicable to the claim(s) asserted. The Federal Rules of Evidence shall apply to the arbitration proceeding.

        14.    Goodwill.    Executive acknowledges that Bank will, over a period of time, develop, significant relationships and goodwill between itself and its clients and customers by providing superior products and services. Executive further acknowledges that these relationships and this goodwill are a valuable asset belonging solely to Bank. Executive understands that Bank agrees to compensate him, as well as to reimburse him for reasonable and necessary business expenses incurred, while he builds and/or maintains business relationships and goodwill with Bank's current and prospective clients and customers on a personal level. Executive acknowledges that the responsibility to build and maintain business relationships and goodwill with current and prospective clients and customers creates a special relationship of trust and confidence between him, Bank, and its clients and customers.

        15.    Change in Control.    Upon a Change in Control, the Bank shall pay to Executive a cash lump sum payment equal to 199% of his Base Amount as defined in section 280G(b)(3) of the Internal Revenue Code of 1986, as amended ("Change in Control Payment"); provided, however, if the Change in Control Payment to Executive would cause the Bank to contravene any law, regulation or policy applicable to the Bank, the Bank and Executive agree that such Change in Control Payment shall be made to the extent permitted by law, regulation and policy, and the remainder of such Change in Control Payment shall be made from time to time at the earliest time permitted by law, regulation and policy. For purposes of this Agreement, "Change in Control" means:

        (a)   a change in the ownership of the capital stock of the Bank or the Company, whereby a corporation, person, or group acting in concert (other than the current members of the boards of directors of the Company or the Bank or any of their descendants, the Company, the Bank, or any savings, pension or other benefit plan for the benefit of the employees of the Company or the Bank or subsidiaries thereof)(a "Person") as described in Section 14(d)(2) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), holds or acquires, directly or indirectly, beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a number of shares of capital stock of the Company or the Bank which constitutes fifty percent (50%) or more of the combined voting power of the Company's or the Bank's then outstanding capital stock entitled to vote generally in the election of directors;

        (b)   the persons who were members of the board of directors of the Company or the Bank immediately prior to a tender offer, exchange offer, contested election or any combination of the foregoing, cease to constitute a majority of the board of directors of the Company or the Bank, as applicable;

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        (c)   the consummation by the board of directors of the Company or the Bank of a merger, consolidation or reorganization plan involving the Company or the Bank in which the Company or the Bank, as applicable, is not the surviving entity, or a sale of all or substantially all of the assets of the Company or the Bank. For purposes of this Agreement, a sale of all or substantially all of the assets of the Company or the Bank shall be deemed to occur if any Person acquires (or during the 12-month period ending on the date of the most recent acquisition by such Person, has acquired) gross assets of the Company or the Bank, as applicable, that have an aggregate fair market value equal to fifty percent (50%) or more of the fair market value of all of the respective gross assets of the Company or the Bank immediately prior to such acquisition or acquisitions;

        (d)   a tender offer or exchange offer is made by any Person which is successfully completed and results in such Person beneficially owning (within the meaning of Rule 13d-3 promulgated under the Exchange Act) either fifty percent (50%) or more of the Company's or Bank's outstanding shares of common stock or shares of capital stock having fifty percent (50%) or more of the combined voting power of the Company's or Bank's then outstanding capital stock (other than an offer made by the Company or the Bank), and sufficient shares are acquired under the offer to cause such person to own fifty percent (50%) or more of the voting power;

        (e)   a dissolution or liquidation of the Company or the Bank; or

        (f)    any other transactions or series of related transactions occurring which have substantially the same effect as the transactions specified in clauses (a)-(f);

provided however that, a shareholder or shareholders may make the following transfers and such transfers shall be deemed not to be a Change in Control: (i) to any trust described in section 1361(c)(2) of the Code and that is created solely for the benefit of any shareholder or any spouse or lineal descendant of any shareholder; (ii) to any individual by bona fide gift; (iii) to any spouse or former spouse pursuant to the terms of a decree of divorce; or (iv) to any officer or employee of the Company or the Bank pursuant to any stock option plan established by the shareholders of the Company or the Bank.

        16.    Notices.    All notices, requests, consents and other communications to be given or delivered hereunder or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been properly served if (a) delivered personally, (b) delivered by a recognized overnight courier service, (c) sent by certified or registered mail, return receipt requested and first class postage prepaid, or (d) sent by facsimile transmission followed by a confirmation copy delivered by recognized overnight courier service the next day. Such notices, requests, consents and other communications shall be sent to the respective parties as follows: (i) if to Executive: Michael Stephen Hahn, 1745 E. Alvarado Street, Fallbrook, CA, 92028 (ii) if to Bank: Pacific Coast National Bank; and (iii) if to Company: Western Pacific Bancorp, Inc. Any Party hereto may designate a different address by providing written notice of such new address to the other Parties. Date of service of such notice shall be (i) the date such notice is personally delivered or sent by facsimile transmission (with issuance by the transmitting machine of a confirmation of a successful transmission), (ii) three business days after the date of mailing if sent by certified or registered mail or (iii) one business day after the date of delivery to the overnight courier if sent by overnight courier.

        17.    Severability.    The Parties acknowledge that each covenant and/or provision of this Agreement shall be enforceable independently of every other covenant and/or provision. Furthermore, Executive, Bank and Company acknowledge that, in the event any covenant and/or provision of this Agreement is determined to be unenforceable for any reason, the remaining covenants and/or provisions will remain effective, binding and enforceable.

        18.    Complete Agreement; Modification.    The Parties acknowledge and agree that this Agreement constitutes the complete and entire agreement between the parties; that each executed this Agreement

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based upon the express terms and provisions set forth herein; that, in accepting employment with Bank, Executive has not relied on any representations, oral or written, which are not set forth in this Agreement; that no previous agreement, either oral or written, shall have any effect on the terms or provisions of this Agreement; and that all previous agreements, either oral or written, are expressly superseded and revoked by this Agreement. The provisions hereof may not be altered, amended, modified, waived, or discharged in any way whatsoever, except by written agreement executed by Executive and Bank. No waiver shall be deemed a continuing waiver or a waiver of any subsequent breach or default, either of a similar or different nature, unless expressly so stated in writing.

        19.    Governing Law.    This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the laws of the State of California, without giving effect to provision thereof regarding conflict of laws.

        20.    Counterparts.    This Agreement may be executed in multiple original counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

        21.    Prior Agreements.    Executive represents that his service as an employee of Bank will not violate any agreement: (i) he has made that prohibits him from disclosing any information he acquired prior to his becoming employed by Bank; or (ii) he had made that prohibits him from accepting employment with Bank or that will interfere with his compliance with the terms of this Agreement. Executive further represents that he has not previously, and will not in the future, disclose to Bank any proprietary information or trade secrets belonging to any previous employer. Executive acknowledges that Bank has instructed him not to disclose to it any proprietary information or trade secrets belonging to any previous employer.

        22.    Voluntary Agreement.    The Parties acknowledge that each has carefully read this agreement, that each has had an opportunity to consult with his or its attorney concerning the meaning, import and legal significance of this Agreement, that each understands its terms, that all understandings and agreements between Executive and Bank relating to the subjects covered in this Agreement are contained in it, and that each has entered into the Agreement voluntarily and not in reliance on any promises or representations by the other than those contained in this Agreement.

        23.    Restrictions Upon Funding.    The Bank shall have no obligation to set aside, earmark or entrust any fund or money with which to pay its obligations under this Agreement. The Executive or any successor-in-interest to Executive shall be and remain simply a general creditor of the Bank in the same manner as any other creditor having a general unsecured claim. For purposes of the Code, the Bank intends this Agreement to be an unfunded, unsecured promise to pay on the part of the Bank. For purposes of Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Bank intends that this Agreement not be subject to ERISA. If it is deemed subject to ERISA, it is intended to be an unfunded arrangement for the benefit of a select member of management, who is a highly compensated employee of the Bank for the purpose of qualifying this Agreement for the "top hat" plan exception under sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. At no time shall the Executive have or be deemed to have any lien nor right, title or interest in or to any specific investment or to any assets of the Bank. If the Bank elects to invest in a life insurance, disability or annuity policy upon the life of Executive, the Executive shall assist the Bank by freely submitting to a physical examination and supplying such additional information necessary to obtain such insurance or annuities.

        24.    Interpretation.    When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include", "includes" or "including" are used in

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this Agreement, they shall be deemed to be followed by the words "without limitation." The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision in this Agreement. Each use herein of the masculine, neuter or feminine gender shall be deemed to include the other genders. Each use herein of the plural shall include the singular and vice versa, in each case as the context requires or as is otherwise appropriate. The word "or" is used in the inclusive sense. Any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent. References to a person are also to its permitted successors or assigns.

[Signature Page Follows]

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[Signature Page to Employment Agreement]

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above, to be effective as of the Effective Date.

EXECUTIVE:	Michael Stephen Hahn 1745 E. Alvarado Street Fallbrook, CA 92028
BANK:	PACIFIC COAST NATIONAL BANK (A wholly owned subsidiary of Western Pacific Bancorp, Inc.)
	By:	Dennis C. Lindeman, Board Chairman
		Denis Morgan, Board Member

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Exhibit 10.7

EMPLOYMENT AGREEMENT

EX-10.8

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Exhibit 10.8

EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 21st day of January, 2004, by and between Pacific Coast National Bank (the "Bank") and Richard William Grinyer, a resident of San Diego County, California ("Executive") (the signatories to this Agreement will be referred to jointly as the "Parties").

WITNESSETH:

        WHEREAS, the Bank is a wholly-owned subsidiary of Western Pacific Bancorp, Inc. (the "Company")

        WHEREAS, Bank has agreed to employ Executive, and Executive has agreed to be employed by Bank, subject to and on the terms and conditions set forth herein; and

        WHEREAS, both Bank and Executive have read and understood the terms and provisions set forth in this Agreement and have been afforded a reasonable opportunity to review this Agreement with their respective legal counsel.

        NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Executive and Bank agree as follows:

        1.    Term of Employment.    This Agreement shall become effective upon receipt of Bank's banking charter ("Effective Date") and shall continue in effect through December 31, 2009 (the "Initial Period"), unless terminated pursuant to Section 4. At the end of the Initial Term of this Agreement, the Agreement shall automatically renew for successive one-year terms, unless Bank provides written notice to Executive within ninety (90) days prior to the expiration of the then current term. Such Initial Term and all subsequent terms shall be referred to herein as the "Term of Employment."

        2.    Duties and Authority.

        (a)   During the Term of Employment, Executive shall serve as Bank's Executive Vice President and Chief Credit Officer. Executive shall perform in a professional manner the authorized and customary duties for the positions and such other reasonable duties and responsibilities as the Board of Directors of Bank and/or Company (the term "Board of Directors" as used in this Agreement shall mean the Board of Directors of Bank, unless specifically stated otherwise) may assign to Executive from time to time, in writing, which duties shall include, but not be limited to the following:

        (i)    Executive shall oversee the daily operation of Bank and all subsidiary activities related to and controlled by Bank;

        (ii)   Executive shall carry out and implement all proper directions and instructions of the Board of Directors that conform with reasonable and sound banking practices;

        (iii)  Executive shall use his best efforts to operate Bank so as to meet the growth and financial projections and budgets established and approved by the Board of Directors, assuming such projections and budgets shall be reasonable and realistically attainable under the conditions which then exist both in bank and local and national financial markets; and

        (iv)  Executive shall use his best efforts to avoid any action that might materially damage, harm or discredit the reputation of Bank, its shareholders, or it's Board of Directors.

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        (b)   Notwithstanding the provisions of Section 2(a), the duties and responsibilities of Executive may be changed and modified from time to time by Bank at its discretion. Upon changes and modifications to Executive's duties and responsibilities, Executive's employment with Bank shall continue to be governed by the terms of this Agreement.

        (c)   During the Term of Employment, Executive shall devote Executive's best efforts and entire productive time, ability and attention to the business operations of Bank and Company, and shall not, without the written consent of Bank or Company, directly or indirectly, alone or as a partner, officer, director, stockholder, employee, or consultant of any other person, entity, association, agency, organization, or institution, engage in any other business or profession which would necessitate Executive's giving any portion of his time and effort to such activity. Executive shall at all times faithfully, with diligence and to the best of Executive's ability, experience, and talent, perform all the duties that may be required of and from Executive pursuant to the express and implicit terms hereof to the reasonable satisfaction of Bank.

        (d)   Executive shall become informed to the best of his ability of current developments in the banking industry applicable to Bank and shall attend such banking seminars and schools as he or the Board of Directors deems appropriate to keep apprised of laws, regulations, policies and procedures that affect Bank, Company and their operations. Executive shall serve on such committees of Bank as the Board of Directors may determine from time to time. Executive shall at all times be subject to the direction and control of the Board of Directors, and all acts of Executive in the performance of his duties hereunder shall be carried out in conformity with the policies, directions and limitations as from time to time established by the Board of Directors. Executive shall not be required to change his domicile from San Diego County, California in connection with the performance of his duties hereunder. Executive shall not be required to engage in any activities or exercise any powers or authority that has the effect of violating any federal, state or local laws or regulations.

        3.    Compensation and Benefits.    All payments of compensation to Executive shall be payable in accordance with Bank's ordinary payroll and other policies and procedures.

        (a)   Base Salary. During the Term of Employment, Bank shall pay Executive, at a minimum, a base salary of $125,000.00 per full calendar year ("Base Salary"), appropriately prorated for partial months at the commencement and end of the term of this Agreement. Bank shall review the amount of such Base Salary no less often than annually. Any salary adjustment shall be based on: (i) Executive's performance since Executive's last review; (ii) the performance and profitability of the Bank; and (iii) the Bank's salary policy effective at the time of any such salary review and adjustment. Bank shall have the right to deduct from payment of all compensation to Executive hereunder any federal, state or local taxes required by law to be withheld with respect to such payments and any other amounts specifically authorized to be withheld or deducted by Executive.

        (b)   Annual Cash Incentive Compensation. Executive, if employed on the last day of the calendar year for which any bonus as determined by the Board of Directors is being awarded, shall be eligible for performance-based annual cash and/or stock awards as determined by the Board of Directors in accordance with mutually agreed upon goals and objectives established by the Board of Directors in January of each calendar year this Agreement is in force and effect.

        (c)   Participation in Employee Benefit Programs. Executive shall be entitled to participate in any benefit programs applicable to all employees of Bank or to executive employees of Bank in accordance with Bank policy and the provisions of said benefit plans. This Agreement, which provides certain additional benefits, does not preclude Executive's participation in such other plans of Bank.

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        (d)   Executive Vacation Allocation. Executive shall be allocated a minimum of four (4) weeks paid vacation annually. If vacation time is unused, unused vacation time may accumulate and be used at a future date as deemed appropriate by Executive and Management. If the Executive has accumulated vacation at time of termination, accumulated vacation time will be paid to Executive as regular pay.

        (e)   Split Dollar Life Insurance. Bank shall purchase and maintain a split dollar life insurance policy in the amount of $1,000,000.00 naming Bank as beneficiary of an amount equal to the greater of the aggregate premiums paid or the cash surrender value of such policy and Executive as beneficiary of any death benefit remaining after Bank receives amounts due to it. The rights and obligations of Bank and Executive shall be governed by the terms and provisions of a separate split dollar life insurance plan.

        (f)    Stock Options. As of the Effective Date, the Company shall grant to Executive a number of options to purchase shares of common stock of the Company equal to 4.0% of the number of shares of common stock of the Company outstanding as of the Effective Date. During the term of this Agreement, the Board of Directors may grant to Executive an additional number of options to purchase shares of common stock of the Company equal to 4.0% of the number of shares of common stock of the Company outstanding as of the Effective Date upon such terms and conditions as may be determined by the Board of Directors from time to time in their sole discretion. All stock options granted under this Section shall expire ten years following the date of grant, have an exercise price equal to the fair market value of the common stock of the Company at the time of issuance, and be evidenced by a stock option certificate which may contain addition terms and restrictions not inconsistent with this Agreement or any stock option plan of the Company then in existence and under which options pursuant to this Section are issued. The options granted under this Section shall vest in approximately equal percentages as of the last day of each calendar year over the three year period following issuance.

        (g)   Leased Vehicle. Bank shall lease, or reimburse Executive, in the maximum amount of $500.00 per month, for leasing a vehicle for Executive's transportation to and from the offices of Bank and for use in engaging in activities in the name of or for the benefit of Bank. Bank shall pay or reimburse Executive for reasonable gas and insurance costs associated with the leased vehicle.

        (h)   Reimbursement of Expenses. During the Term of Employment, Bank shall promptly pay all reasonable expenses incurred by Executive for all reasonable travel and other business related expenses incurred by him in performing his obligations under this Agreement in accordance with Bank's travel and business expense policy, such expenses to be reviewed by the Board of Directors on a periodic basis.

        (i)    Compensation after Termination.

        (i)    If the Term of Employment is terminated (i) by Bank for cause or due to the death or disability of Executive, (ii) by Executive or (iii) through expiration of the Term of Employment, Bank shall have no further obligations hereunder or otherwise with respect to Executive's employment from and after the termination or expiration date (except payment of Executive's Base Salary accrued through the date of termination or expiration) and Bank shall continue to have all other rights available hereunder.

        (ii)   If the Term of Employment is terminated by the Bank without cause, Executive shall be entitled to receive as severance pay (in addition to the payment of the Base Salary through the date of termination) an amount equal to Executive's Base Salary, payable within thirty (30) days of the end of the Term of Employment; provided, however, if the severance payment to Executive would cause Bank to contravene any law, regulation or policy applicable to Bank,

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Bank and Executive agree that such severance payment shall be made to the extent permitted by law, regulation and policy, and the remainder of such severance payment shall be made from time to time at the earliest time permitted by law, regulation and policy. After the 30^th day following the end of the Term of Employment, the outstanding severance payment shall, until paid, bear interest per annum at the prime lending rate as published in the Southwest Edition of The Wall Street Journal on the 31^st day following the end of the Term of Employment. In addition to the severance payment, Bank shall reimburse Executive in the maximum amount of $10,000.00 for reasonable expenses incurred by Executive in relocating from San Diego County, California upon receipt of evidence thereof. Except as otherwise specifically provided herein, Bank shall have no other obligations hereunder or otherwise with respect to Executive's employment from and after the termination or expiration date, and Bank shall continue to have all other rights available hereunder.

        (iii)  No termination under Section 4 shall terminate or adversely affect any rights of Executive then vested under any disability or other benefit program of Bank.

        (j)    Fair and Adequate Compensation. Bank and Executive acknowledge that such compensation and the other covenants and agreements of Bank contained herein are fair and adequate compensation for Executive's services and for the covenants described below.

        4.    Termination.

        (a)   Death. If Executive dies during the Term of Employment and while in the employ of Bank, this Agreement shall automatically terminate and Bank or Company shall have no further obligation to Executive or his estate under this Agreement (other than death benefits payable under the benefit plans referenced in Section 3(c) or 3(e)), except that Bank shall pay Executive's estate that portion of Executive's base salary under Section 3(a) accrued through the date on which Executive's death occurred. Such payment of base salary to Executive's estate shall be made in the same manner as other payroll obligations of the Bank.

        (b)   Disability.

        (i)    Bank may terminate this Agreement if, during the Term of Employment, Executive shall be prevented from performing his duties hereunder by reason of becoming disabled. For purposes of this Agreement, the term "disabled" shall have the meaning set forth in Bank's long term disability plan or, if Bank has no long term disability plan in effect at the time of the Executive's disability, shall mean that Executive has become physically or mentally incapable (excluding infrequent and temporary absences due to ordinary illness) of performing the essential functions of his duties under this Agreement for a continuous period of six (6) months, as determined by Bank upon the advice of a qualified physician. In the event a dispute arises between Executive and the Bank concerning Executive's physical or mental ability to continue or return to the performance of his duties, Executive shall submit to examination by a competent physician mutually agreeable to both parties. The physician's opinion as to the Executive's capability to perform his duties will be final and binding. During any period prior to termination during which the Executive fails to perform his duties as a result of incapacity due to physical or mental illness, Executive shall continue to receive his full salary at the rate then in effect for such period until his employment terminates pursuant to this Section 4(b), provided that payments so made to Executive during such period shall be reduced by the sum of the amounts, if any, payable to Executive under any disability benefit plans of Bank that were not previously applied to reduce such payment.

        (ii)   In the event of a termination pursuant to this Section 4(b), Bank shall be relieved of all its obligations under this Agreement, except that Bank shall pay to Executive, or his estate in the event of his subsequent death, Executive's base salary under Section 3(a) through the date on which such termination shall have occurred, reduced during such period by the

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amount of any benefits received by Executive under any disability policy maintained by Bank and any death benefits payable under the benefit plans referenced in Section 3(c) or 3(e). All such payments to Executive or his estate shall be made in the same manner as other payroll obligations of Bank.

        (c)   Discharge for Cause. At any time during the Term of Employment, Bank may discharge Executive for cause and terminate this Agreement by delivering to Executive a written notice of discharge. The notice of discharge shall set forth the reasons for Executive's termination for cause. For purposes of this Agreement, cause shall be defined as the occurrence of any of the following events:

        (i)    The determination by the Board of Directors in the exercise of its reasonable judgment, after consultation with its legal counsel, that Executive has committed an act or acts constituting (i) a felony or other crime, whether a felony or a misdemeanor, involving moral turpitude, dishonesty or theft, (ii) dishonesty or disloyalty with respect to Bank or Company, or (iii) fraud;

        (ii)   The determination by the Board of Directors in the exercise of its reasonable judgment, that (i) the Executive has failed to follow the policies adopted by the Board of Directors; (ii) that Executive has failed to meet the performance goals established in writing by the Board of Directors in January of each calendar year this Agreement is in effect; or (iii) that Executive has engaged in such actions or omissions that would constitute unsafe or unsound banking practices;

        (iii)  The determination by the Board of Directors in the exercise of its reasonable judgment, after consultation with its legal counsel, that Executive has committed a breach or violation of this Agreement, and fails to cure such breach or violation within ten (10) days after written notice to Executive by Bank specifying in reasonable detail the alleged breach or violation;

        (iv)  The determination by the Board of Directors, after consultation with its legal counsel, that Executive has engaged in gross misconduct in the course and scope of his employment with Bank including indecency, immorality, gross insubordination, dishonesty, unlawful harassment or discrimination, use of illegal drugs, or fighting; or

        (v)   In the event Executive is prohibited from engaging in the business of banking by any governmental regulatory agency having jurisdiction over Bank or Company.

        For purposes of this Agreement, Executive shall not be deemed to be in breach of this Agreement for his failure to substantially perform his duties under this Agreement where such failure results because Executive has becomes disabled within the meaning of Section 4(b). In such cases, termination of Executive shall be governed by the provisions of Section 4(b).

        (d)   Discharge without Cause. At any time during the Term of Employment, Bank shall be entitled to terminate Executive's employment and this Agreement "without cause," by providing him with a written notice of termination. Any termination of this Agreement which is not for cause, as defined above in Section 4(c), or which does not result from the death or disability of Executive, as set forth in Sections 4(a) or 4(b) respectively, or a constructive discharge as set forth in Section 4(e), respectively, shall be deemed to be a termination without cause.

        (e)   Resignation. Executive shall be entitled to terminate this Agreement by providing Bank with a written notice of resignation at least ninety (90) days prior to the intended resignation date. Upon Executive's resignation, he shall be entitled to receive any base salary which has been earned by him through the effective date of such resignation. In lieu of having Executive work for Bank through the effective date of the resignation, Bank may terminate this Agreement immediately;

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however, Bank shall still pay Executive amounts to which he would otherwise be entitled through the effective date of such resignation. Upon the effective date of Executive's resignation, Executive shall not be entitled to receive any other compensation or benefits as provided in the individual benefit plans or agreements.

        5.    Non-Disclosure and Confidentiality.

        (a)   Executive acknowledges that, by the nature of his duties, he will or may have access to and become informed of confidential, proprietary, and highly sensitive information relating to Bank and which is a competitive asset of Bank, including, without limitation, information pertaining to: (i) the identities of Bank's existing and prospective customers or clients, including names, addresses, credit status, and pricing levels; (ii) the buying and selling habits and customs of Bank's existing and prospective customers or clients; (iii) financial information about Bank; (iv) product and systems specifications, concepts for new or improved products and other product or systems data; (v) the identities of, and special skills possessed by, Bank's employees; (vi) the identities of and pricing information about Bank's suppliers and vendors; (vii) training programs developed by Bank; (viii) pricing studies, information and analyses; (ix) current and prospective products and inventories; (x) financial models, business projections and market studies; (xi) Bank's financial results and business conditions; (xii) business plans and strategies; (xiii) special processes, procedures, and services of Bank and its suppliers and vendors; and (xiv) computer programs and software developed by Bank or its consultants.

        (b)   The term Proprietary Information does not include information or know-how which: (i) is in Executive's possession prior to its disclosure to him by Bank (as shown by competent written evidence in Executive's files and records immediately prior to the time of disclosure); (ii) is available to the general public other than through any inaction or action (whether or not wrongful) on Executive's part; or (iii) is approved for release by written authorization of the Bank.

        (c)   Executive agrees not to: (i) use, at any time, any Proprietary Information for his own benefit and for the benefit of another; or (ii) disclose, directly or indirectly, any Proprietary Information to any person who is not a current employee of Bank, except in the performance of the duties assigned to Executive in this Agreement, at any time prior or subsequent to the termination of his employment with Bank, except as such disclosure may be required by law. Executive further agrees not to make copies of any Proprietary Information, except in the performance of the duties assigned to him in this Agreement.

        6.    Return of Bank Property.    Executive acknowledges that all memoranda, notes, records, reports, manuals, books, papers, letters, client and customer lists, contracts, software programs, information and records, drafts of instructions, guides and manuals, and other documentation (whether in draft or final form), and other sales or financial information and aids relating to Bank's business, and any and all other documents containing Proprietary Information furnished to Executive by any representative of Bank or otherwise acquired or developed by Executive in connection with his association with Bank (collectively, "Recipient Materials") shall at all times be the property of Bank. Within twenty-four (24) hours of the termination of his employment with Bank, Executive shall return to Bank any Recipient Materials which are in his possession, custody or control.

        7.    Non-Solicitation of Customers/Clients.

        (a)   Executive acknowledges that the special relationship of trust and confidence between him, Bank, and its clients and customers creates a high risk and opportunity for Executive to misappropriate the relationship and goodwill existing between Bank and its clients and customers. Executive further acknowledges and agrees that it is fair and reasonable for Bank to take steps to protect itself from the risk of such misappropriation. Executive further acknowledges that, at the outset of his employment with Bank and/or throughout his employment with Bank, Executive will

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be provided with access to and informed of Bank's Proprietary Information, which will enable him to benefit from Bank's goodwill and know-how.

        (b)   Executive acknowledges that it would be inevitable in the performance of his duties as a director, officer, employee, investor, agent or consultant of any person, association, entity, or company which competes with Bank or Company, or which intends to or may compete with Bank or Company, to disclose and/or use Bank's Proprietary Information, as well as to misappropriate Bank's goodwill and know-how, to or for the benefit of such other person, association, entity, or company. Executive also acknowledges that, in exchange for the execution of the non-solicitation restriction set forth in this Section 7, he has received substantial, valuable consideration. Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth in this Section.

        (c)   Ancillary to the enforceable promises set forth in this Agreement, as well as to protect the vital interests described in those Sections, Executive agrees that, while he is employed by Bank and for a period of one (1) year following the termination of his employment with the Bank, regardless of the reason for such termination, Executive will not, without the prior written consent of Bank, directly or indirectly, alone or for his own account, or as owner, partner, investor, member, trustee, officer, director, shareholder, employee, consultant, distributor, advisor, representative or agent of any partnership, joint venture, corporation, trust, or other business organization or entity,

        (i)    solicit the banking business of any current customers of the Bank;

        (ii)   acquire, charter, operate or enter into any franchise or other management agreement with any financial institution;

        (iii)  serve as an officer, director, employee, agent or consultant to any financial institution, or

        (iv)  establish or operate a branch or other office of a financial institution.

within the city limits of or having its main office or a branch within fifty (50) miles of the main office of Bank.

        (d)   Executive agrees that the restriction set forth above is ancillary to an otherwise enforceable agreement, is supported by independent valuable consideration, and that the limitations as to time, geographical area, and scope of activity to be restrained by this Section are reasonable and acceptable, and do not impose any greater restraint than is reasonably necessary to protect the goodwill and other business interests of Bank. Executive agrees that if, at some later date, a court of competent jurisdiction determines that the non-solicitation agreement set forth in this Section does not meet the criteria set forth by applicable law, this Section may be reformed by the court and enforced to the maximum extent permitted under applicable law. Executive understands that his obligations under this Section shall not be assignable by him.

        8.    Non-Solicitation of Employees.    Executive agrees that, as part of his employment with Bank, he will become familiar with the salary, pay scale, capabilities, experiences, skill and desires of the Bank's employees. Executive agrees to maintain the confidentiality of such information. He further covenants and agrees that, for a period of one (1) year subsequent to the termination of his employment with Bank, whether such termination occurs at the insistence of himself or Bank, he shall not recruit, hire, or attempt to recruit or hire, directly or by assisting others, any other employees of Bank, nor shall he contact or communicate with any other employees of Bank for the purpose of inducing other employees to terminate their employment with Bank. For purposes of this covenant, "other employees" shall refer to employees who were employed by, or doing business with, Bank within twelve (12) months of the time of the attempted recruiting or hiring.

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        9.    Independent Covenants.    Executive acknowledges that the covenants set forth in Sections 5, 7 and 8 are material conditions to Bank's willingness to execute and deliver this Agreement and to provide Executive the compensation and benefits and other consideration provided hereunder. The parties agree that the existence of any claim or cause of action of Executive against Bank, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by Bank of such covenants. It is specifically acknowledged that the period of one year following the termination of employment stated in Sections 7 and 8, during which the agreements and covenants of Executive made in such sections are effective, is to be computed by excluding from such computation any time during which Executive is in violation of any provision of Sections 7 and 8. The covenants contained in Sections 5, 7 and 8 will not be affected by any breach of any other provision hereof by any party hereto. In addition, Executive's obligations under Sections 5, 7 and 8 shall survive the termination of this Agreement and Executive's employment with Bank. Executive's obligations under Sections 5, 7 and 8 are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which he may have to Bank under general legal or equitable principles, or other Bank policies.

        10.    Remedies.    In the event that Executive violates any of the provisions set forth in Sections 5, 7 and 8 of this Agreement, Executive acknowledges that Bank will suffer immediate and irreparable harm which cannot be accurately calculated in monetary damages. Consequently, Executive acknowledges and agrees that Bank shall be entitled to immediate injunctive relief, either by temporary or permanent injunction, to prevent such a violation. Executive further acknowledges and agrees that this injunctive relief shall be in addition to any other legal or equitable relief to which Bank would be entitled.

        11.    Early Resolution Conference.    This Agreement is understood to be clear and enforceable as written and is executed by both parties on that basis. However, if at any time Executive seeks to challenge any provision of this Agreement as unclear, unenforceable or inapplicable to any competitive activity in which Executive intends to engage, Executive shall first notify the Bank in writing and meet with a representative of the Bank and a neutral mediator (if the Bank elects to retain one, at its expense) to discuss the resolution of any disputes between the parties. Executive shall provide this notification at least fourteen (14) days before Executive engages in any activity that could foresee ably fall within the scope of any of the provisions set forth in Section 5, 7 or 8 of this Agreement. The failure to comply with this requirement shall operate as a waiver by the Executive to challenge the reasonable scope, clarity, applicability or enforceability of Sections 5, 7 or 8 of this Agreement. All rights of Executive and the Bank will be preserved if the early resolution conference requirement is complied with, even in the event that no agreement is reached as a result of the conference.

        12.    Notification of Prospective Employment.    If Executive intends to accept employment or an association with any third party which is engaged in a business similar to the business conducted by Bank or which, because of the nature of his proposed or potential position with the third party, may require him to use or disclose Bank's Proprietary Information, he agrees to provide Bank with notice of his intention to accept such employment or association no later than sixty (60) days prior to accepting such employment or association. Prior to accepting employment or an association with any third party which is engaged in a business similar to the business conducted by Bank or which, because of the nature of his proposed or potential position with the third party, may require Executive to use or disclose Bank's Proprietary Information, he agrees to provide a copy of this Agreement to such third party. Finally, Executive agrees that Bank may, at any time while any of the non-disclosure and/or non-solicitation covenants contained in this Agreement are in force, provide notice of the existence of that Agreement to any third party with whom or which he proposes to negotiate or is negotiating concerning employment or to accept employment, without any liability to Executive for any such notice.

        13.    Arbitration.

        (a)   Executive recognizes that differences may arise between him, the Bank, and the Company during or following his employment with Bank, and that those differences may or may not be related to his employment. Executive acknowledges that by entering into this Agreement, he

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anticipates gaining the benefits of a speedy, impartial dispute-resolution procedure for resolving any and all disputes between himself, Bank, and Company. Notwithstanding Section 19 hereof, this Section 13 shall be governed by the Federal Arbitration Act and to the extent that it is inconsistent with California law, it will supercede California law relating to the arbitrability of any disputes.

        (b)   Executive and Bank consent to the resolution by final and binding arbitration of any claim, controversy, or dispute ("claim(s)") between Executive and Bank, whether or not such claims arise out of or relate to his employment by Bank, in accordance with the Employment Arbitration Rules of the American Arbitration Association in effect on the date the claim or controversy arises. The claims covered by this Section include, but are not limited to, claims for wages or other compensation due; claims for breach of any contract or covenant (express or implied); tort claims (including, but not limited to, invasion of privacy, intentional infliction of emotional distress, assault, battery, fraud, negligence, gross negligence, negligent hiring or retention); claims of discrimination (including, but not limited to, race, gender, sexual harassment, religion, national origin, age, marital status, or medical condition, handicap or disability); claims for benefits (except where an employee benefit or pension plan specifies that its claims procedure shall culminate in an arbitration procedure different from this one); and claims for violation of any federal, state, or other governmental law, statute, regulation, or ordinance, except claims excluded in the following paragraph.

        (c)   Executive and Bank understand that claims for workers' compensation or unemployment compensation benefits are not covered by this Agreement. Moreover, although Executive is prohibited from filing a lawsuit concerning claims covered by this Agreement, Executive understands that this Section shall not prohibit him from filing a charge or complaint with any governmental agency. Finally, Executive understands that this Section 13 does not apply with respect to disputes relating to the operation of and the enforcement of Sections 5, 7 and 8 hereof.

        (d)   Either party may initiate an arbitration proceeding by delivery of written notice to the other party hereto. Resolution of such dispute shall be resolved by a majority vote of a panel of three arbitrators. Within 30 days after giving or receiving a demand for arbitration, Bank and Executive shall each select one arbitrator. Such arbitrators shall be freely selected and the parties shall not be limited in their selection to any prescribed list. The arbitrators chosen by Bank and Executive shall, by mutual consent, select the third arbitrator. Except as otherwise agreed upon by the Parties, the arbitration shall convene in San Diego, California.

        (e)   The decision of the arbitrators shall be in writing and presented in separate findings of fact and law. The award of the arbitrators shall be final and binding on the parties from which no appeal maybe taken and an order confirming the award or judgment upon the award may be entered into in any court having jurisdiction there over.

        (f)    Prior to the appointment of the arbitrator, Bank or Executive may seek provisional remedies, including, without limitation, temporary restraining orders and preliminary injunctions. After the appointment of the arbitrators, the arbitrators shall have sole authority to grant such provisional remedies as the arbitrators, in their sole discretion, deem necessary or appropriate.

        (g)   The arbitrators shall have the authority to award any relief permitted by relevant federal or state statute, including, without limitation, back wages, front wages, actual damages, compensatory damages, punitive damages, attorneys' fees, and costs associated with the arbitration proceeding. The arbitrators, in the award, may assess the fees and expenses of the arbitrators and of the arbitration proceeding and the witness and attorney's fees of the parties or any part thereof, against either Bank or Executive or both of them, taking into account the circumstances of the case. Except as assessed by the arbitrators in the award, Bank and Executive shall each bear their own costs in connection with the arbitration proceeding. Notwithstanding the foregoing, Bank shall bear 100% of the aggregate fees and expenses of the arbitrators.

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        (h)   Executive and Bank acknowledge and agree that a party making a claim pursuant to or arising under this Section must give written notice of such claim within one (1) year of the occurrence of the event or conduct giving rise to the claim. Failure to give notice of any claim within one (1) year shall constitute a waiver of the claim, even if there is a federal or state statute of limitations which would have given more time to pursue the claim.

        (i)    Except with respect to claims described in Section 13(c), Executive and Bank acknowledge and agree that the arbitrators, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or void able. Such arbitrators shall have jurisdiction to hear and rule on pre-hearing disputes, and are authorized to hold pre-hearing conferences by telephone or in person as the arbitrator deems necessary. The arbitrators shall have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrators shall apply the substantive law (and the law of remedies, if applicable) of the state in which the claim arose, or federal law, or both, as applicable to the claim(s) asserted. The Federal Rules of Evidence shall apply to the arbitration proceeding.

        14.    Goodwill.    Executive acknowledges that Bank will, over a period of time, develop, significant relationships and goodwill between itself and its clients and customers by providing superior products and services. Executive further acknowledges that these relationships and this goodwill are a valuable asset belonging solely to Bank. Executive understands that Bank agrees to compensate him, as well as to reimburse him for reasonable and necessary business expenses incurred, while he builds and/or maintains business relationships and goodwill with Bank's current and prospective clients and customers on a personal level. Executive acknowledges that the responsibility to build and maintain business relationships and goodwill with current and prospective clients and customers creates a special relationship of trust and confidence between him, Bank, and its clients and customers.

        15.    Change in Control.    Upon a Change in Control, the Bank shall pay to Executive a cash lump sum payment equal to 199% of his Base Amount as defined in section 280G(b)(3) of the Internal Revenue Code of 1986, as amended ("Change in Control Payment"); provided, however, if the Change in Control Payment to Executive would cause the Bank to contravene any law, regulation or policy applicable to the Bank, the Bank and Executive agree that such Change in Control Payment shall be made to the extent permitted by law, regulation and policy, and the remainder of such Change in Control Payment shall be made from time to time at the earliest time permitted by law, regulation and policy. For purposes of this Agreement, "Change in Control" means:

        (a)   a change in the ownership of the capital stock of the Bank or the Company, whereby a corporation, person, or group acting in concert (other than the current members of the boards of directors of the Company or the Bank or any of their descendants, the Company, the Bank, or any savings, pension or other benefit plan for the benefit of the employees of the Company or the Bank or subsidiaries thereof)(a "Person") as described in Section 14(d)(2) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), holds or acquires, directly or indirectly, beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a number of shares of capital stock of the Company or the Bank which constitutes fifty percent (50%) or more of the combined voting power of the Company's or the Bank's then outstanding capital stock entitled to vote generally in the election of directors;

        (b)   the persons who were members of the board of directors of the Company or the Bank immediately prior to a tender offer, exchange offer, contested election or any combination of the foregoing, cease to constitute a majority of the board of directors of the Company or the Bank, as applicable;

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        (c)   the consummation by the board of directors of the Company or the Bank of a merger, consolidation or reorganization plan involving the Company or the Bank in which the Company or the Bank, as applicable, is not the surviving entity, or a sale of all or substantially all of the assets of the Company or the Bank. For purposes of this Agreement, a sale of all or substantially all of the assets of the Company or the Bank shall be deemed to occur if any Person acquires (or during the 12-month period ending on the date of the most recent acquisition by such Person, has acquired) gross assets of the Company or the Bank, as applicable, that have an aggregate fair market value equal to fifty percent (50%) or more of the fair market value of all of the respective gross assets of the Company or the Bank immediately prior to such acquisition or acquisitions;

        (d)   a tender offer or exchange offer is made by any Person which is successfully completed and results in such Person beneficially owning (within the meaning of Rule 13d-3 promulgated under the Exchange Act) either fifty percent (50%) or more of the Company's or Bank's outstanding shares of common stock or shares of capital stock having fifty percent (50%) or more of the combined voting power of the Company's or Bank's then outstanding capital stock (other than an offer made by the Company or the Bank), and sufficient shares are acquired under the offer to cause such person to own fifty percent (50%) or more of the voting power;

        (e)   a dissolution or liquidation of the Company or the Bank; or

        (f)    any other transactions or series of related transactions occurring which have substantially the same effect as the transactions specified in clauses (a)-(f);

provided however that, a shareholder or shareholders may make the following transfers and such transfers shall be deemed not to be a Change in Control: (i) to any trust described in section 1361(c)(2) of the Code and that is created solely for the benefit of any shareholder or any spouse or lineal descendant of any shareholder; (ii) to any individual by bona fide gift; (iii) to any spouse or former spouse pursuant to the terms of a decree of divorce; or (iv) to any officer or employee of the Company or the Bank pursuant to any stock option plan established by the shareholders of the Company or the Bank.

        16.    Notices.    All notices, requests, consents and other communications to be given or delivered hereunder or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been properly served if (a) delivered personally, (b) delivered by a recognized overnight courier service, (c) sent by certified or registered mail, return receipt requested and first class postage prepaid, or (d) sent by facsimile transmission followed by a confirmation copy delivered by recognized overnight courier service the next day. Such notices, requests, consents and other communications shall be sent to the respective parties as follows: (i) if to Executive: Richard William Grinyer to 984 Carmen Court, San Marcos CA 92069 (ii) if to Bank: Pacific Coast National Bank; and (iii) if to Company: Western Pacific Bancorp, Inc. Any Party hereto may designate a different address by providing written notice of such new address to the other Parties. Date of service of such notice shall be (i) the date such notice is personally delivered or sent by facsimile transmission (with issuance by the transmitting machine of a confirmation of a successful transmission), (ii) three business days after the date of mailing if sent by certified or registered mail or (iii) one business day after the date of delivery to the overnight courier if sent by overnight courier.

        17.    Severability.    The Parties acknowledge that each covenant and/or provision of this Agreement shall be enforceable independently of every other covenant and/or provision. Furthermore, Executive, Bank and Company acknowledge that, in the event any covenant and/or provision of this Agreement is determined to be unenforceable for any reason, the remaining covenants and/or provisions will remain effective, binding and enforceable.

        18.    Complete Agreement; Modification.    The Parties acknowledge and agree that this Agreement constitutes the complete and entire agreement between the parties; that each executed this Agreement

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based upon the express terms and provisions set forth herein; that, in accepting employment with Bank, Executive has not relied on any representations, oral or written, which are not set forth in this Agreement; that no previous agreement, either oral or written, shall have any effect on the terms or provisions of this Agreement; and that all previous agreements, either oral or written, are expressly superseded and revoked by this Agreement. The provisions hereof may not be altered, amended, modified, waived, or discharged in any way whatsoever, except by written agreement executed by Executive and Bank. No waiver shall be deemed a continuing waiver or a waiver of any subsequent breach or default, either of a similar or different nature, unless expressly so stated in writing.

        19.    Governing Law.    This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the laws of the State of California, without giving effect to provision thereof regarding conflict of laws.

        20.    Counterparts.    This Agreement may be executed in multiple original counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

        21.    Prior Agreements.    Executive represents that his service as an employee of Bank will not violate any agreement: (i) he has made that prohibits him from disclosing any information he acquired prior to his becoming employed by Bank; or (ii) he had made that prohibits him from accepting employment with Bank or that will interfere with his compliance with the terms of this Agreement. Executive further represents that he has not previously, and will not in the future, disclose to Bank any proprietary information or trade secrets belonging to any previous employer. Executive acknowledges that Bank has instructed him not to disclose to it any proprietary information or trade secrets belonging to any previous employer.

        22.    Voluntary Agreement.    The Parties acknowledge that each has carefully read this agreement, that each has had an opportunity to consult with his or its attorney concerning the meaning, import and legal significance of this Agreement, that each understands its terms, that all understandings and agreements between Executive and Bank relating to the subjects covered in this Agreement are contained in it, and that each has entered into the Agreement voluntarily and not in reliance on any promises or representations by the other than those contained in this Agreement.

        23.    Restrictions Upon Funding.    The Bank shall have no obligation to set aside, earmark or entrust any fund or money with which to pay its obligations under this Agreement. The Executive or any successor-in-interest to Executive shall be and remain simply a general creditor of the Bank in the same manner as any other creditor having a general unsecured claim. For purposes of the Code, the Bank intends this Agreement to be an unfunded, unsecured promise to pay on the part of the Bank. For purposes of Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Bank intends that this Agreement not be subject to ERISA. If it is deemed subject to ERISA, it is intended to be an unfunded arrangement for the benefit of a select member of management, who is a highly compensated employee of the Bank for the purpose of qualifying this Agreement for the "top hat" plan exception under sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. At no time shall the Executive have or be deemed to have any lien nor right, title or interest in or to any specific investment or to any assets of the Bank. If the Bank elects to invest in a life insurance, disability or annuity policy upon the life of Executive, the Executive shall assist the Bank by freely submitting to a physical examination and supplying such additional information necessary to obtain such insurance or annuities.

        24.    Interpretation.    When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include", "includes" or "including" are used in

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this Agreement, they shall be deemed to be followed by the words "without limitation." The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision in this Agreement. Each use herein of the masculine, neuter or feminine gender shall be deemed to include the other genders. Each use herein of the plural shall include the singular and vice versa, in each case as the context requires or as is otherwise appropriate. The word "or" is used in the inclusive sense. Any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein mean such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent. References to a person are also to its permitted successors or assigns.

        [Signature Page Follows]

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        [Signature Page to Employment Agreement]

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above, to be effective as of the Effective Date.

EXECUTIVE:
	Richard William Grinyer 984 Carmen Court San Marcos, CA 92069
BANK:	PACIFIC COAST NATIONAL BANK (A wholly owned subsidiary of Western Pacific Bancorp, Inc.)
	By:
		Dennis C. Lindeman, Board Chairman
		Denis Morgan, Board Member

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Exhibit 10.8

EMPLOYMENT AGREEMENT

EX-10.9

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Exhibit 10.9

EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 21st day of January, 2004, by and between Pacific Coast National Bank (the "Bank") and Colin M. Forkner, a resident of Orange County, California ("Executive") (the signatories to this Agreement will be referred to jointly as the "Parties").

WITNESSETH:

        WHEREAS, the Bank is a wholly-owned subsidiary of Western Pacific Bancorp, Inc. (the "Company")

        WHEREAS, Bank has agreed to employ Executive, and Executive has agreed to be employed by Bank, subject to and on the terms and conditions set forth herein; and

        WHEREAS, both Bank and Executive have read and understood the terms and provisions set forth in this Agreement and have been afforded a reasonable opportunity to review this Agreement with their respective legal counsel.

        NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Executive and Bank agree as follows:

        1.    Term of Employment.    This Agreement shall become effective upon receipt of Bank's banking charter ("Effective Date") and shall continue in effect through December 31, 2007 (the "Initial Period"), unless terminated pursuant to Section 4. In the event that the banking charter is not received by March 30, 2005, this Agreement will not become effective. At the end of the Initial Term of this Agreement, the Agreement shall automatically renew for successive one-year terms, unless Bank provides written notice to Executive within ninety (90) days prior to the expiration of the then current term. Such Initial Term and all subsequent terms shall be referred to herein as the "Term of Employment."

        2    Duties and Authority.

        (a)   During the Term of Employment, Executive shall serve as Bank's Chief Executive Officer. Executive shall perform in a professional manner the authorized and customary duties for the position and such other reasonable duties and responsibilities as the Board of Directors of Bank and/or Company (the term "Board of Directors" as used in this Agreement shall mean the Board of Directors of Bank, unless specifically stated otherwise) may assign to Executive from time to time, in writing, which duties shall include, but not be limited to the following:

        (i)    Executive shall oversee the daily operation of Bank and all subsidiary activities related to and controlled by Bank;

        (ii)   Executive shall carry out and implement all proper directions and instructions of the Board of Directors that conform with reasonable and sound banking practices;

        (iii)  Executive shall use his best efforts to operate Bank so as to meet the growth and financial projections and budgets established and approved by the Board of Directors, assuming such projections and budgets shall be reasonable and realistically attainable under the conditions which then exist both in bank and local and national financial markets; and

        (iv)  Executive shall use his best efforts to avoid any action that might materially damage, harm or discredit the reputation of Bank, its shareholders, or it's Board of Directors.

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        (b)   Notwithstanding the provisions of Section 2(a), the duties and responsibilities of Executive may be changed and modified from time to time by Bank at its discretion. Any changes to duties and responsibilities must remain consistent with the title and role of Chief Executive Officer. Upon changes and modifications to Executive's duties and responsibilities, Executive's employment with Bank shall continue to be governed by the terms of this Agreement.

        (i)    During the Term of Employment, Executive shall devote Executive's best efforts and entire productive time, ability and attention to the business operations of Bank and Company, and shall not, without the written consent of Bank or Company, directly or indirectly, alone or as a partner, officer, director, stockholder, employee, or consultant of any other person, entity, association, agency, organization, or institution, engage in any other business or profession which would necessitate Executive's giving any portion of his time and effort to such activity. Executive shall at all times faithfully, with diligence and to the best of Executive's ability, experience, and talent, perform all the duties that may be required of and from Executive pursuant to the express and implicit terms hereof to the reasonable satisfaction of Bank.

        (ii)   Executive shall become informed to the best of his ability of current developments in the banking industry applicable to Bank and shall attend such banking seminars and schools as he or the Board of Directors deems appropriate to keep apprised of laws, regulations, policies and procedures that affect Bank, Company and their operations. These activities will be at the Bank's cost and on its time. Executive shall serve on such committees of Bank as the Board of Directors may determine from time to time. Executive shall at all times be subject to the direction and control of the Board of Directors, and all acts of Executive in the performance of his duties hereunder shall be carried out in conformity with the policies, directions and limitations as from time to time established by the Board of Directors. Executive shall not be required to change his domicile from Orange County, California in connection with the performance of his duties hereunder. Executive shall not be required to engage in any activities or exercise any powers or authority that has the effect of violating any federal, state or local laws or regulations.

        3.    Compensation and Benefits.    All payments of compensation to Executive shall be payable in accordance with Bank's ordinary payroll and other policies and procedures.

        (a)   Base Salary. During the Term of Employment, Bank shall pay Executive, at a minimum, a base salary of $160,000.00 per full calendar year ("Base Salary"), appropriately prorated for partial months at the commencement and end of the term of this Agreement. Bank shall review the amount of such Base Salary no less often than annually. Any salary adjustment shall be based on: (i) Executive's performance since Executive's last review; (ii) the performance and profitability of the Bank; and (iii) the Bank's salary policy effective at the time of any such salary review and adjustment. Bank shall have the right to deduct from payment of all compensation to Executive hereunder any federal, state or local taxes required by law to be withheld with respect to such payments and any other amounts specifically authorized to be withheld or deducted by Executive.

        (b)   Annual Cash Incentive Compensation. Executive, if employed on the last day of the calendar year for which any bonus as determined by the Board of Directors is being awarded, shall be eligible for performance-based annual cash and/or stock awards as determined by the Board of Directors in accordance with mutually agreed upon goals and objectives established by the Board of Directors in January of each calendar year this Agreement is in force and effect.

        (c)   Participation in Employee Benefit Programs. Executive shall be entitled to participate in any benefit programs, including health insurance benefits, applicable to all employees of Bank or to executive employees of Bank in accordance with Bank policy and the provisions of said benefit plans. This Agreement, which provides certain additional benefits, does not preclude Executive's participation in such other plans of Bank.

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        (d)   Executive Vacation Allocation.     Executive shall be allocated a minimum of four (4) weeks paid vacation annually. If vacation time is unused, unused vacation time may accumulate and be used at a future date as deemed appropriate by Executive and Management. If the Executive has accumulated vacation at time of termination, accumulated vacation time will be paid to Executive as regular pay.

        (e)   Split Dollar Life Insurance. Bank shall purchase and maintain a split dollar life insurance policy in the amount of $1,000,000.00 naming Bank as beneficiary of an amount equal to the greater of the aggregate premiums paid or the cash surrender value of such policy and Executive as beneficiary of any death benefit remaining after Bank receives amounts due to it. The rights and obligations of Bank and Executive shall be governed by the terms and provisions of a separate split dollar life insurance plan.

        (f)    Stock Options. As of the Effective Date, the Company shall grant to Executive a number of options to purchase shares of common stock of the Company equal to 4.0% of the number of shares of common stock of the Company outstanding as of the Effective Date. During the term of this Agreement, the Board of Directors may grant to Executive an additional number of options to purchase shares of common stock of the Company equal to 4.0% of the number of shares of common stock of the Company outstanding as of the Effective Date upon such terms and conditions as may be determined by the Board of Directors from time to time in their sole discretion. All stock options granted under this Section shall expire ten years following the date of grant, have an exercise price equal to the fair market value of the common stock of the Company at the time of issuance, and be evidenced by a stock option certificate which may contain additional terms and restrictions not inconsistent with this Agreement or any stock option plan of the Company then in existence and under which options pursuant to this Section are issued. The options granted under this Section shall vest in approximately equal percentages as of the last day of each calendar year over the three (3) year period following issuance.

        (g)   Vehicle Allowance. Bank shall reimburse Executive, in the maximum amount of $750.00 per month, for Executive's transportation to and from the offices of Bank and for use in engaging in activities in the name of or for the benefit of Bank. Additionally, Bank shall pay or reimburse Executive for reasonable gas, road tolls and automobile property insurance costs associated with the vehicle designated for use by the Executive.

        (h)   Reimbursement of Expenses. During the Term of Employment, Bank shall promptly pay all reasonable expenses incurred by Executive for all reasonable travel and other business related expenses incurred by him in performing his obligations under this Agreement in accordance with Bank's travel and business expense policy, such expenses to be reviewed by the Board of Directors on a periodic basis.

        (i)    Compensation After Termination.

        (i)    If the Term of Employment is terminated (i) by Bank for cause or due to the death or disability of Executive, (ii) by Executive or (iii) through expiration of the Term of Employment, Bank shall have no further obligations hereunder or otherwise with respect to Executive's employment from and after the termination or expiration date (except payment of Executive's Base Salary accrued through the date of termination or expiration) and Bank shall continue to have all other rights available hereunder.

        (ii)   If the Term of Employment is terminated by the Bank without cause, Executive shall be entitled to receive as severance pay (in addition to the payment of the Base Salary through the date of termination) an amount equal to Executive's Base Salary, payable within thirty (30) days of the end of the Term of Employment; provided, however, if the severance payment to Executive would cause Bank to contravene any law, regulation or policy applicable to Bank,

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Bank and Executive agree that such severance payment shall be made to the extent permitted by law, regulation and policy, and the remainder of such severance payment shall be made from time to time at the earliest time permitted by law, regulation and policy. After the 30^th day following the end of the Term of Employment, the outstanding severance payment shall, until paid, bear interest per annum at the prime lending rate as published in the Southwest Edition of The Wall Street Journal on the 31^st day following the end of the Term of Employment. In addition to the severance payment, Bank shall reimburse Executive in the maximum amount of $10,000.00 for reasonable expenses incurred by Executive in relocating from Orange County, California upon receipt of evidence thereof. Except as otherwise specifically provided herein, Bank shall have no other obligations hereunder or otherwise with respect to Executive's employment from and after the termination or expiration date, and Bank shall continue to have all other rights available hereunder.

        (iii)  No termination under Section 4 shall terminate or adversely affect any rights of Executive then vested under any disability or other benefit program of Bank.

        (j)    Fair and Adequate Compensation. Bank and Executive acknowledge that such compensation and the other covenants and agreements of Bank contained herein are fair and adequate compensation for Executive's services and for the covenants described below.

        4.    Termination.    

        (a)   Death. If Executive dies during the Term of Employment and while in the employ of Bank, this Agreement shall automatically terminate and Bank or Company shall have no further obligation to Executive or his estate under this Agreement (other than death benefits payable under the benefit plans referenced in Section 3(c) or 3(d)), except that Bank shall pay Executive's estate that portion of Executive's base salary under Section 3(a) accrued through the date on which Executive's death occurred. Such payment of base salary to Executive's estate shall be made in the same manner as other payroll obligations of the Bank.

        (b)   Disability.

        (i)    Bank may terminate this Agreement if, during the Term of Employment, Executive shall be prevented from performing his duties hereunder by reason of becoming disabled. For purposes of this Agreement, the term "disabled" shall have the meaning set forth in Bank's long term disability plan or, if Bank has no long term disability plan in effect at the time of the Executive's disability, shall mean that Executive has become physically or mentally incapable (excluding infrequent and temporary absences due to ordinary illness) of performing the essential functions of his duties under this Agreement for a continuous period of six (6) months, as determined by Bank upon the advice of a qualified physician. In the event a dispute arises between Executive and the Bank concerning Executive's physical or mental ability to continue or return to the performance of his duties, Executive shall submit to examination by a competent physician mutually agreeable to both parties. The physician's opinion as to the Executive's capability to perform his duties will be final and binding. During any period prior to termination during which the Executive fails to perform his duties as a result of incapacity due to physical or mental illness, Executive shall continue to receive his full salary at the rate then in effect for such period until his employment terminates pursuant to this Section 4(b), provided that payments so made to Executive during such period shall be reduced by the sum of the amounts, if any, payable to Executive under any disability benefit plans of Bank that were not previously applied to reduce such payment.

        (ii)   In the event of a termination pursuant to this Section 4(b), Bank shall be relieved of all its obligations under this Agreement, except that Bank shall pay to Executive, or his estate in the event of his subsequent death, Executive's base salary under Section 3(a) through the date on which such termination shall have occurred, reduced during such period by the

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amount of any benefits received by Executive under any disability policy maintained by Bank and any death benefits payable under the benefit plans referenced in Section 3(c) or 3(d). All such payments to Executive or his estate shall be made in the same manner as other payroll obligations of Bank.

        (c)   Discharge for Cause. At any time during the Term of Employment, Bank may discharge Executive for cause and terminate this Agreement by delivering to Executive a written notice of discharge. The notice of discharge shall set forth the reasons for Executive's termination for cause. For purposes of this Agreement, cause shall be defined as the occurrence of any of the following events:

        (i)    The determination by the Board of Directors in the exercise of its reasonable judgment, after consultation with its legal counsel, that Executive has committed an act or acts constituting (i) a felony or other crime, whether a felony or a misdemeanor, involving moral turpitude, dishonesty or theft, (ii) dishonesty or disloyalty with respect to Bank or Company, or (iii) fraud;

        (ii)   The determination by the Board of Directors in the exercise of its reasonable judgment, that (i) the Executive has failed to follow the policies adopted by the Board of Directors; (ii) that Executive has failed to meet the performance goals established in writing by the Board of Directors in January of each calendar year this Agreement is in effect; or (iii) that Executive has engaged in such actions or omissions that would constitute unsafe or unsound banking practices;

        (iii)  The determination by the Board of Directors in the exercise of its reasonable judgment, after consultation with its legal counsel, that Executive has committed a breach or violation of this Agreement, and fails to cure such breach or violation within thirty (30) days after written notice to Executive by Bank specifying in reasonable detail the alleged breach or violation;

        (iv)  The determination by the Board of Directors, after consultation with its legal counsel, that Executive has engaged in gross misconduct in the course and scope of his employment with Bank including indecency, immorality, gross insubordination, dishonesty, unlawful harassment or discrimination, use of illegal drugs, or fighting; or

        (v)   In the event Executive is prohibited from engaging in the business of banking by any governmental regulatory agency having jurisdiction over Bank or Company.

        For purposes of this Agreement, Executive shall not be deemed to be in breach of this Agreement for his failure to substantially perform his duties under this Agreement where such failure results because Executive has becomes disabled within the meaning of Section 4(b). In such cases, termination of Executive shall be governed by the provisions of Section 4(b).

        (d)   Discharge without Cause. At any time during the Term of Employment, Bank shall be entitled to terminate Executive's employment and this Agreement "without cause," by providing him with a written notice of termination at least sixty (60) days in advance of the effective termination date. Any termination of this Agreement which is not for cause, as defined above in Section 4(c), or which does not result from the death or disability of Executive, as set forth in Sections 4(a) or 4(b) respectively, or a constructive discharge as set forth in Section 4(e), respectively, shall be deemed to be a termination without cause.

        (i)    Resignation. Executive shall be entitled to terminate this Agreement by providing Bank with a written notice of resignation at least ninety (90) days prior to the intended resignation date. Upon Executive's resignation, he shall be entitled to receive any base salary which has been earned by him through the effective date of such resignation. In lieu of having

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Executive work for Bank through the effective date of the resignation, Bank may terminate this Agreement immediately; however, Bank shall still pay Executive amounts to which he would otherwise be entitled through the effective date of such resignation. Upon the effective date of Executive's resignation, Executive shall not be entitled to receive any other compensation or benefits as provided in the individual benefit plans or agreements.

        5.    Non-Disclosure and Confidentiality.    

        (a)   Executive acknowledges that, by the nature of his duties, he will or may have access to and become informed of confidential, proprietary, and highly sensitive information relating to Bank and which is a competitive asset of Bank, including, without limitation, information pertaining to: (i) the identities of Bank's existing and prospective customers or clients, including names, addresses, credit status, and pricing levels; (ii) the buying and selling habits and customs of Bank's existing and prospective customers or clients; (iii) financial information about Bank; (iv) product and systems specifications, concepts for new or improved products and other product or systems data; (v) the identities of, and special skills possessed by, Bank's employees; (vi) the identities of and pricing information about Bank's suppliers and vendors; (vii) training programs developed by Bank; (viii) pricing studies, information and analyses; (ix) current and prospective products and inventories; (x) financial models, business projections and market studies; (xi) Bank's financial results and business conditions; (xii) business plans and strategies; (xiii) special processes, procedures, and services of Bank and its suppliers and vendors; and (xiv) computer programs and software developed by Bank or its consultants.

        (b)   The term Proprietary Information does not include information or know-how which: (i) is in Executive's possession prior to its disclosure to him by Bank (as shown by competent written evidence in Executive's files and records immediately prior to the time of disclosure); (ii) is available to the general public other than through any inaction or action (whether or not wrongful) on Executive's part; or (iii) is approved for release by written authorization of the Bank.

        (c)   Executive agrees not to: (i) use, at any time, any Proprietary Information for his own benefit and for the benefit of another; or (ii) disclose, directly or indirectly, any Proprietary Information to any person who is not a current employee of Bank, except in the performance of the duties assigned to Executive in this Agreement, at any time prior or subsequent to the termination of his employment with Bank, except as such disclosure may be required by law. Executive further agrees not to make copies of any Proprietary Information, except in the performance of the duties assigned to him in this Agreement.

        6.    Return of Bank Property.    Executive acknowledges that all memoranda, notes, records, reports, manuals, books, papers, letters, client and customer lists, contracts, software programs, information and records, drafts of instructions, guides and manuals, and other documentation (whether in draft or final form), and other sales or financial information and aids relating to Bank's business, and any and all other documents containing Proprietary Information furnished to Executive by any representative of Bank or otherwise acquired or developed by Executive in connection with his association with Bank (collectively, "Recipient Materials") shall at all times be the property of Bank. Within twenty-four (24) hours of the termination of his employment with Bank, Executive shall return to Bank any Recipient Materials which are in his possession, custody or control.

        7.    Non-Solicitation of Customers/Clients.    

        (a)   Executive acknowledges that the special relationship of trust and confidence between him, Bank, and its clients and customers creates a high risk and opportunity for Executive to misappropriate the relationship and goodwill existing between Bank and its clients and customers. Executive further acknowledges and agrees that it is fair and reasonable for Bank to take steps to protect itself from the risk of such misappropriation. Executive further acknowledges that, at the outset of his employment with Bank and/or throughout his employment with Bank, Executive will

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be provided with access to and informed of Bank's Proprietary Information, which will enable him to benefit from Bank's goodwill and know-how.

        (b)   Executive acknowledges that it would be inevitable in the performance of his duties as a director, officer, employee, investor, agent or consultant of any person, association, entity, or company which competes with Bank or Company, or which intends to or may compete with Bank or Company, to disclose and/or use Bank's Proprietary Information, as well as to misappropriate Bank's goodwill and know-how, to or for the benefit of such other person, association, entity, or company. Executive also acknowledges that, in exchange for the execution of the non-solicitation restriction set forth in this Section 7, he has received substantial, valuable consideration. Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth in this Section.

        (c)   Ancillary to the enforceable promises set forth in this Agreement, as well as to protect the vital interests described in those Sections, Executive agrees that, while he is employed by Bank and for a period of one (1) year following the termination of his employment with the Bank, regardless of the reason for such termination, Executive will not, without the prior written consent of Bank, directly or indirectly, alone or for his own account, or as owner, partner, investor, member, trustee, officer, director, shareholder, employee, consultant, distributor, advisor, representative or agent of any partnership, joint venture, corporation, trust, or other business organization or entity,

        (i)    solicit the banking business of any current customers of the Bank;

        (ii)   acquire, charter, operate or enter into any franchise or other management agreement with any financial institution;

        (iii)  serve as an officer, director, employee, agent or consultant to any financial institution, or

        (iv)  establish or operate a branch or other office of a financial institution

within the city limits of or having its main office or a branch within twenty (20) miles of the main office of the Bank.

Executive agrees that the restriction set forth above is ancillary to an otherwise enforceable agreement, is supported by independent valuable consideration, and that the limitations as to time, geographical area, and scope of activity to be restrained by this Section are reasonable and acceptable, and do not impose any greater restraint than is reasonably necessary to protect the goodwill and other business interests of Bank. Executive agrees that if, at some later date, a court of competent jurisdiction determines that the non-solicitation agreement set forth in this Section does not meet the criteria set forth by applicable law, this Section may be reformed by the court and enforced to the maximum extent permitted under applicable law. Executive understands that his obligations under this Section shall not be assignable by him.

        8.    Non-Solicitation of Employees.    Executive agrees that, as part of his employment with Bank, he will become familiar with the salary, pay scale, capabilities, experiences, skill and desires of the Bank's employees. Executive agrees to maintain the confidentiality of such information. He further covenants and agrees that, for a period of one (1) year subsequent to the termination of his employment with Bank, whether such termination occurs at the insistence of himself or Bank, he shall not recruit, hire, or attempt to recruit or hire, directly or by assisting others, any other employees of Bank, nor shall he contact or communicate with any other employees of Bank for the purpose of inducing other employees to terminate their employment with Bank. For purposes of this covenant, "other employees" shall refer to employees who were employed by, or doing business with, Bank within twelve (12) months of the time of the attempted recruiting or hiring.

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        9.    Independent Covenants.    Executive acknowledges that the covenants set forth in Sections 5, 7 and 8 are material conditions to Bank's willingness to execute and deliver this Agreement and to provide Executive the compensation and benefits and other consideration provided hereunder. The parties agree that the existence of any claim or cause of action of Executive against Bank, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by Bank of such covenants. It is specifically acknowledged that the period of one year following the termination of employment stated in Sections 7 and 8, during which the agreements and covenants of Executive made in such sections are effective, is to be computed by excluding from such computation any time during which Executive is in violation of any provision of Sections 7 and 8. The covenants contained in Sections 5, 7 and 8 will not be affected by any breach of any other provision hereof by any party hereto. In addition, Executive's obligations under Sections 5, 7 and 8 shall survive the termination of this Agreement and Executive's employment with Bank. Executive's obligations under Sections 5, 7 and 8 are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which he may have to Bank under general legal or equitable principles, or other Bank policies.

        10.    Remedies.    In the event that Executive violates any of the provisions set forth in Sections 5, 7 and 8 of this Agreement, Executive acknowledges that Bank will suffer immediate and irreparable harm which cannot be accurately calculated in monetary damages. Consequently, Executive acknowledges and agrees that Bank shall be entitled to immediate injunctive relief, either by temporary or permanent injunction, to prevent such a violation. Executive further acknowledges and agrees that this injunctive relief shall be in addition to any other legal or equitable relief to which Bank would be entitled.

        11.    Early Resolution Conference.    This Agreement is understood to be clear and enforceable as written and is executed by both parties on that basis. However, if at any time Executive seeks to challenge any provision of this Agreement as unclear, unenforceable or inapplicable to any competitive activity in which Executive intends to engage, Executive shall first notify the Bank in writing and meet with a representative of the Bank and a neutral mediator (if the Bank elects to retain one, at its expense) to discuss the resolution of any disputes between the parties. Executive shall provide this notification at least fourteen (14) days before Executive engages in any activity that could foreseeably fall within the scope of any of the provisions set forth in Section 5, 7 or 8 of this Agreement. The failure to comply with this requirement shall operate as a waiver by the Executive to challenge the reasonable scope, clarity, applicability or enforceability of Sections 5, 7 or 8 of this Agreement. All rights of Executive and the Bank will be preserved if the early resolution conference requirement is complied with, even in the event that no agreement is reached as a result of the conference.

        12.    Arbitration.    

        (a)   Executive recognizes that differences may arise between him, the Bank, and the Company during or following his employment with Bank, and that those differences may or may not be related to his employment. Executive acknowledges that by entering into this Agreement, he anticipates gaining the benefits of a speedy, impartial dispute-resolution procedure for resolving any and all disputes between himself, Bank, and Company. Notwithstanding Section 18 hereof, this Section 12 shall be governed by the Federal Arbitration Act and to the extent that it is inconsistent with California law, it will supercede California law relating to the arbitrability of any disputes.

        (b)   Executive and Bank consent to the resolution by final and binding arbitration of any claim, controversy, or dispute ("claim(s)") between Executive and Bank, whether or not such claims arise out of or relate to his employment by Bank, in accordance with the Employment Arbitration Rules of the American Arbitration Association in effect on the date the claim or controversy arises. The claims covered by this Section include, but are not limited to, claims for wages or other compensation due; claims for breach of any contract or covenant (express or implied); tort claims (including, but not limited to, invasion of privacy, intentional infliction of emotional distress, assault, battery, fraud, negligence, gross negligence, negligent hiring or retention); claims of discrimination (including, but not limited to, race, gender, sexual harassment,

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religion, national origin, age, marital status, or medical condition, handicap or disability); claims for benefits (except where an employee benefit or pension plan specifies that its claims procedure shall culminate in an arbitration procedure different from this one); and claims for violation of any federal, state, or other governmental law, statute, regulation, or ordinance, except claims excluded in the following paragraph.

        (c)   Executive and Bank understand that claims for workers' compensation or unemployment compensation benefits are not covered by this Agreement. Moreover, although Executive is prohibited from filing a lawsuit concerning claims covered by this Agreement, Executive understands that this Section shall not prohibit him from filing a charge or complaint with any governmental agency. Finally, Executive understands that this Section 12 does not apply with respect to disputes relating to the operation of and the enforcement of Sections 5, 7 and 8 hereof.

        (d)   Either party may initiate an arbitration proceeding by delivery of written notice to the other party hereto. Resolution of such dispute shall be resolved by a majority vote of a panel of three arbitrators. Within 30 days after giving or receiving a demand for arbitration, Bank and Executive shall each select one arbitrator. Such arbitrators shall be freely selected and the parties shall not be limited in their selection to any prescribed list. The arbitrators chosen by Bank and Executive shall, by mutual consent, select the third arbitrator. Except as otherwise agreed upon by the Parties, the arbitration shall convene in Orange County, California.

        (e)   The decision of the arbitrators shall be in writing and presented in separate findings of fact and law. The award of the arbitrators shall be final and binding on the parties from which no appeal maybe taken and an order confirming the award or judgment upon the award may be entered into in any court having jurisdiction there over.

        (f)    Prior to the appointment of the arbitrator, Bank or Executive may seek provisional remedies, including, without limitation, temporary restraining orders and preliminary injunctions. After the appointment of the arbitrators, the arbitrators shall have sole authority to grant such provisional remedies as the arbitrators, in their sole discretion, deem necessary or appropriate.

        (g)   The arbitrators shall have the authority to award any relief permitted by relevant federal or state statute, including, without limitation, back wages, front wages, actual damages, compensatory damages, punitive damages, attorneys' fees, and costs associated with the arbitration proceeding. The arbitrators, in the award, may assess the fees and expenses of the arbitrators and of the arbitration proceeding and the witness and attorney's fees of the parties or any part thereof, against either Bank or Executive or both of them, taking into account the circumstances of the case. Except as assessed by the arbitrators in the award, Bank and Executive shall each bear their own costs in connection with the arbitration proceeding. Notwithstanding the foregoing, Bank shall bear 100% of the aggregate fees and expenses of the arbitrators.

        (h)   Executive and Bank acknowledge and agree that a party making a claim pursuant to or arising under this Section must give written notice of such claim within one (1) year of the occurrence of the event or conduct giving rise to the claim. Failure to give notice of any claim within one (1) year shall constitute a waiver of the claim, even if there is a federal or state statute of limitations which would have given more time to pursue the claim.

        (i)    Except with respect to claims described in Section 12(c), Executive and Bank acknowledge and agree that the arbitrators, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. Such arbitrators shall have jurisdiction to hear and rule on pre-hearing disputes, and are authorized to hold pre-hearing conferences by telephone or in person as the arbitrator deems necessary. The arbitrators shall have the authority to entertain a

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motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrators shall apply the substantive law (and the law of remedies, if applicable) of the state in which the claim arose, or federal law, or both, as applicable to the claim(s) asserted. The Federal Rules of Evidence shall apply to the arbitration proceeding.

        13.    Goodwill.    Executive acknowledges that Bank will, over a period of time; develop significant relationships and goodwill between itself and its clients and customers by providing superior products and services. Executive further acknowledges that these relationships and this goodwill are a valuable asset belonging solely to Bank. Executive understands that Bank agrees to compensate him, as well as to reimburse him for reasonable and necessary business expenses incurred, while he builds and/or maintains business relationships and goodwill with Bank's current and prospective clients and customers on a personal level. Executive acknowledges that the responsibility to build and maintain business relationships and goodwill with current and prospective clients and customers creates a special relationship of trust and confidence between him, Bank, and its clients and customers.

        14.    Change in Control.    Upon a Change in Control, whether or not Executive continues his employment, any unvested stock options granted under 3(f) above will immediately vest to the Executive's benefit and the Bank shall pay to Executive a cash lump sum payment equal to 199% of his Base Amount as defined in section 280G(b)(3) of the Internal Revenue Code of 1986, as amended ("Change in Control Payment"); provided, however, if the Change in Control Payment to Executive would cause the Bank to contravene any law, regulation or policy applicable to the Bank, the Bank and Executive agree that such Change in Control Payment shall be made to the extent permitted by law, regulation and policy, and the remainder of such Change in Control Payment shall be made from time to time at the earliest time permitted by law, regulation and policy. For purposes of this Agreement, "Change in Control" means:

        (a)   a change in the ownership of the capital stock of the Bank or the Company, whereby a corporation, person, or group acting in concert (other than the current members of the boards of directors of the Company or the Bank or any of their descendants, the Company, the Bank, or any savings, pension or other benefit plan for the benefit of the employees of the Company or the Bank or subsidiaries thereof)(a "Person") as described in Section 14(d)(2) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), holds or acquires, directly or indirectly, beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a number of shares of capital stock of the Company or the Bank which constitutes fifty percent (50%) or more of the combined voting power of the Company's or the Bank's then outstanding capital stock entitled to vote generally in the election of directors;

        (b)   the persons who were members of the board of directors of the Company or the Bank immediately prior to a tender offer, exchange offer, contested election or any combination of the foregoing, cease to constitute a majority of the board of directors of the Company or the Bank, as applicable;

        (c)   the consummation by the board of directors of the Company or the Bank of a merger, consolidation or reorganization plan involving the Company or the Bank in which the Company or the Bank, as applicable, is not the surviving entity, or a sale of all or substantially all of the assets of the Company or the Bank. For purposes of this Agreement, a sale of all or substantially all of the assets of the Company or the Bank shall be deemed to occur if any Person acquires (or during the 12-month period ending on the date of the most recent acquisition by such Person, has acquired) gross assets of the Company or the Bank, as applicable, that have an aggregate fair market value equal to fifty percent (50%) or more of the fair market value of all of the respective gross assets of the Company or the Bank immediately prior to such acquisition or acquisitions;

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        (d)   a tender offer or exchange offer is made by any Person which is successfully completed and results in such Person beneficially owning (within the meaning of Rule 13d-3 promulgated under the Exchange Act) either fifty percent (50%) or more of the Company's or Bank's outstanding shares of common stock or shares of capital stock having fifty percent (50%) or more of the combined voting power of the Company's or Bank's then outstanding capital stock (other than an offer made by the Company or the Bank), and sufficient shares are acquired under the offer to cause such person to own fifty percent (50%) or more of the voting power;

        (e)   a dissolution or liquidation of the Company or the Bank; or

        (f)    any other transactions or series of related transactions occurring which have substantially the same effect as the transactions specified in clauses (a)-(f); provided however that, a shareholder or shareholders may make the following transfers and such transfers shall be deemed not to be a Change in Control: (i) to any trust described in section 1361(c)(2) of the Code and that is created solely for the benefit of any shareholder or any spouse or lineal descendant of any shareholder; (ii) to any individual by bona fide gift; (iii) to any spouse or former spouse pursuant to the terms of a decree of divorce; or (iv) to any officer or employee of the Company or the Bank pursuant to any stock option plan established by the shareholders of the Company or the Bank.

        15.    Notices.    All notices, requests, consents and other communications to be given or delivered hereunder or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been properly served if (a) delivered personally, (b) delivered by a recognized overnight courier service, (c) sent by certified or registered mail, return receipt requested and first class postage prepaid, or (d) sent by facsimile transmission followed by a confirmation copy delivered by recognized overnight courier service the next day. Such notices, requests, consents and other communications shall be sent to the respective parties as follows: (i) if to Executive: Colin M. Forkner, 7 Maritime Drive, Corona del Mar, CA 92625 (ii) if to Bank: Pacific Coast National Bank; and (iii) if to Company: Western Pacific Bancorp, Inc. Any Party hereto may designate a different address by providing written notice of such new address to the other Parties. Date of service of such notice shall be (i) the date such notice is personally delivered or sent by facsimile transmission (with issuance by the transmitting machine of a confirmation of a successful transmission), (ii) three business days after the date of mailing if sent by certified or registered mail or (iii) one business day after the date of delivery to the overnight courier if sent by overnight courier.

        16.    Severability.    The Parties acknowledge that each covenant and/or provision of this Agreement shall be enforceable independently of every other covenant and/or provision. Furthermore, Executive, Bank and Company acknowledge that, in the event any covenant and/or provision of this Agreement is determined to be unenforceable for any reason, the remaining covenants and/or provisions will remain effective, binding and enforceable.

        17.    Complete Agreement; Modification.    The Parties acknowledge and agree that this Agreement constitutes the complete and entire agreement between the parties; that each executed this Agreement based upon the express terms and provisions set forth herein; that, in accepting employment with Bank, Executive has not relied on any representations, oral or written, which are not set forth in this Agreement; that no previous agreement, either oral or written, shall have any effect on the terms or provisions of this Agreement; and that all previous agreements, either oral or written, are expressly superseded and revoked by this Agreement. The provisions hereof may not be altered, amended, modified, waived, or discharged in any way whatsoever, except by written agreement executed by Executive and Bank. No waiver shall be deemed a continuing waiver or a waiver of any subsequent breach or default, either of a similar or different nature, unless expressly so stated in writing.

        18.    Governing Law.    This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall

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be governed by, the laws of the State of California, without giving effect to provision thereof regarding conflict of laws.

        19.    Counterparts.    This Agreement may be executed in multiple original counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

        20.    Prior Agreements.    Executive represents that his service as an employee of Bank will not violate any agreement: (i) he has made that prohibits him from disclosing any information he acquired prior to his becoming employed by Bank; or (ii) he had made that prohibits him from accepting employment with Bank or that will interfere with his compliance with the terms of this Agreement. Executive further represents that he has not previously, and will not in the future, disclose to Bank any proprietary information or trade secrets belonging to any previous employer. Executive acknowledges that Bank has instructed him not to disclose to it any proprietary information or trade secrets belonging to any previous employer.

        21.    Voluntary Agreement.    The Parties acknowledge that each has carefully read this agreement, that each has had an opportunity to consult with his or its attorney concerning the meaning, import and legal significance of this Agreement, that each understands its terms, that all understandings and agreements between Executive and Bank relating to the subjects covered in this Agreement are contained in it, and that each has entered into the Agreement voluntarily and not in reliance on any promises or representations by the other than those contained in this Agreement.

        22.    Restrictions Upon Funding.    The Bank shall have no obligation to set aside, earmark or entrust any fund or money with which to pay its obligations under this Agreement. The Executive or any successor-in-interest to Executive shall be and remain simply a general creditor of the Bank in the same manner as any other creditor having a general unsecured claim. For purposes of the Code, the Bank intends this Agreement to be an unfunded, unsecured promise to pay on the part of the Bank. For purposes of Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Bank intends that this Agreement not be subject to ERISA. If it is deemed subject to ERISA, it is intended to be an unfunded arrangement for the benefit of a select member of management, who is a highly compensated employee of the Bank for the purpose of qualifying this Agreement for the "top hat" plan exception under sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. At no time shall the Executive have or be deemed to have any lien nor right, title or interest in or to any specific investment or to any assets of the Bank. If the Bank elects to invest in a life insurance, disability or annuity policy upon the life of Executive, the Executive shall assist the Bank by freely submitting to a physical examination and supplying such additional information necessary to obtain such insurance or annuities.

        23.    Interpretation.    When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision in this Agreement. Each use herein of the masculine, neuter or feminine gender shall be deemed to include the other genders. Each use herein of the plural shall include the singular and vice versa, in each case as the context requires or as is otherwise appropriate. The word "or" is used in the inclusive sense. Any agreement or instrument defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent. References to a person are also to its permitted successors or assigns.

[Signature Page Follows]

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[Signature Page to Employment Agreement]

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above, to be effective as of the Effective Date.

EXECUTIVE:	Colin M. Forkner 7 Maritime Drive Corona del Mar, CA 92625
BANK:	PACIFIC COAST NATIONAL BANK (A wholly owned subsidiary of Western Pacific Bancorp, Inc.)
	By:	Dennis C. Lindeman, Board Chairman
	Denis Morgan, Organizer/Personnel Committee Chairman

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Exhibit 10.9

EMPLOYMENT AGREEMENT

EX-10.10

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Exhibit 10.10

EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 31^st day of March, 2004, by and between Pacific Coast National Bank (the "Bank") and Terry A. Stalk, a resident of Los Angeles County, California ("Executive") (the signatories to this Agreement will be referred to jointly as the "Parties").

WITNESSETH:

        WHEREAS, the Bank is a wholly-owned subsidiary of Western Pacific Bancorp, Inc. (the "Company")

        WHEREAS, Bank has agreed to employ Executive, and Executive has agreed to be employed by Bank, subject to and on the terms and conditions set forth herein; and

        WHEREAS, both Bank and Executive have read and understood the terms and provisions set forth in this Agreement and have been afforded a reasonable opportunity to review this Agreement with their respective legal counsel.

        NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Executive and Bank agree as follows:

        1.    Term of Employment.    This Agreement shall become effective upon receipt of Bank's banking charter ("Effective Date") and shall continue in effect through December 31, 2009 (the "Initial Period"), unless terminated pursuant to Section 4. At the end of the Initial Term of this Agreement, the Agreement shall automatically renew for successive one-year terms, unless Bank provides written notice to Executive within ninety (90) days prior to the expiration of the then current term. Such Initial Term and all subsequent terms shall be referred to herein as the "Term of Employment."

        2.    Duties and Authority.    

        (a)   During the Term of Employment, Executive shall serve as Bank's Executive Vice President and Chief Financial Officer. Executive shall perform in a professional manner the authorized and customary duties for the positions and such other reasonable duties and responsibilities as the Board of Directors of Bank and/or Company (the term "Board of Directors" as used in this Agreement shall mean the Board of Directors of Bank, unless specifically stated otherwise) may assign to Executive from time to time, in writing, which duties shall include, but not be limited to the following:

        (i)    Executive shall oversee the daily operation of Bank and all subsidiary activities related to and controlled by Bank;

        (ii)   Executive shall carry out and implement all proper directions and instructions of the Board of Directors that conform with reasonable and sound banking practices;

        (iii)  Executive shall use her best efforts to operate Bank so as to meet the growth and financial projections and budgets established and approved by the Board of Directors, assuming such projections and budgets shall be reasonable and realistically attainable under the conditions which then exist both in bank and local and national financial markets; and

        (iv)  Executive shall use her best efforts to avoid any action that might materially damage, harm or discredit the reputation of Bank, its shareholders, or it's Board of Directors.

        (b)   Notwithstanding the provisions of Section 2(a), the duties and responsibilities of Executive may be changed and modified from time to time by Bank at its discretion. Upon

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changes and modifications to Executive's duties and responsibilities, Executive's employment with Bank shall continue to be governed by the terms of this Agreement.

        (c)   During the Term of Employment, Executive shall devote Executive's best efforts and entire productive time, ability and attention to the business operations of Bank and Company, and shall not, without the written consent of Bank or Company, directly or indirectly, alone or as a partner, officer, director, stockholder, employee, or consultant of any other person, entity, association, agency, organization, or institution, engage in any other business or profession which would necessitate Executive's giving any portion of his time and effort to such activity. Executive shall at all times faithfully, with diligence and to the best of Executive's ability, experience, and talent, perform all the duties that may be required of and from Executive pursuant to the express and implicit terms hereof to the reasonable satisfaction of Bank.

        (d)   Executive shall become informed to the best of her ability of current developments in the banking industry applicable to Bank and shall attend such banking seminars and schools as she or the Board of Directors deems appropriate to keep apprised of laws, regulations, policies and procedures that affect Bank, Company and their operations. Executive shall serve on such committees of Bank as the Board of Directors may determine from time to time. Executive shall at all times be subject to the direction and control of the Board of Directors, and all acts of Executive in the performance of her duties hereunder shall be carried out in conformity with the policies, directions and limitations as from time to time established by the Board of Directors. Executive shall not be required to change her domicile from Los Angeles County, California in connection with the performance of her duties hereunder. Executive shall not be required to engage in any activities or exercise any powers or authority that has the effect of violating any federal, state or local laws or regulations.

        3.    Compensation and Benefits.    All payments of compensation to Executive shall be payable in accordance with Bank's ordinary payroll and other policies and procedures.

        (a)   Base Salary. During the Term of Employment, Bank shall pay Executive, at a minimum, a base salary of $110,000.00 per full calendar year ("Base Salary"), appropriately prorated for partial months at the commencement and end of the term of this Agreement. Bank shall review the amount of such Base Salary no less often than annually. Any salary adjustment shall be based on: (i) Executive's performance since Executive's last review; (ii) the performance and profitability of the Bank; and (iii) the Bank's salary policy effective at the time of any such salary review and adjustment. Bank shall have the right to deduct from payment of all compensation to Executive hereunder any federal, state or local taxes required by law to be withheld with respect to such payments and any other amounts specifically authorized to be withheld or deducted by Executive.

        (b)   Annual Cash Incentive Compensation. Executive, if employed on the last day of the calendar year for which any bonus as determined by the Board of Directors is being awarded, shall be eligible for performance-based annual cash and/or stock awards as determined by the Board of Directors in accordance with mutually agreed upon goals and objectives established by the Board of Directors in January of each calendar year this Agreement is in force and effect.

        (c)   Participation in Employee Benefit Programs. Executive shall be entitled to participate in any benefit programs applicable to all employees of Bank or to executive employees of Bank in accordance with Bank policy and the provisions of said benefit plans. This Agreement, which provides certain additional benefits, does not preclude Executive's participation in such other plans of Bank.

        (d)   Executive Vacation Allocation. Executive shall be allocated a minimum of four (4) weeks paid vacation annually. If vacation time is unused, unused vacation time may accumulate and be used at a future date as deemed appropriate by Executive and Management. If the Executive has

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accumulated vacation at time of termination, accumulated vacation time will be paid to Executive as regular pay.

        (e)   Stock Options. As of the Effective Date, the Company shall grant to Executive a number of options to purchase shares of common stock of the Company equal to 2.5% of the number of shares of common stock of the Company outstanding as of the Effective Date. During the term of this Agreement, the Board of Directors may grant to Executive an additional number of options to purchase shares of common stock of the Company equal to 2.5% of the number of shares of common stock of the Company outstanding as of the Effective Date upon such terms and conditions as may be determined by the Board of Directors from time to time in their sole discretion. All stock options granted under this Section shall expire ten years following the date of grant, have an exercise price equal to the fair market value of the common stock of the Company at the time of issuance, and be evidenced by a stock option certificate which may contain addition terms and restrictions not inconsistent with this Agreement or any stock option plan of the Company then in existence and under which options pursuant to this Section are issued. The options granted under this Section shall vest in approximately equal percentages as of the last day of each calendar year over the three year period following issuance.

        (f)    Leased Vehicle. Bank shall lease, or reimburse Executive, in the maximum amount of $500.00 per month, for leasing a vehicle for Executive's transportation to and from the offices of Bank and for use in engaging in activities in the name of or for the benefit of Bank. Bank shall pay or reimburse Executive for reasonable gas and insurance costs associated with the leased vehicle.

        (g)   Reimbursement of Expenses. During the Term of Employment, Bank shall promptly pay all reasonable expenses incurred by Executive for all reasonable travel and other business related expenses incurred by her in performing her obligations under this Agreement in accordance with Bank's travel and business expense policy, such expenses to be reviewed by the Board of Directors on a periodic basis.

        (h)   Compensation After Termination.

        (i)    If the Term of Employment is terminated (i) by Bank for cause or due to the death or disability of Executive, (ii) by Executive or (iii) through expiration of the Term of Employment, Bank shall have no further obligations hereunder or otherwise with respect to Executive's employment from and after the termination or expiration date (except payment of Executive's Base Salary accrued through the date of termination or expiration) and Bank shall continue to have all other rights available hereunder.

        (ii)   If the Term of Employment is terminated by the Bank without cause, Executive shall be entitled to receive as severance pay (in addition to the payment of the Base Salary through the date of termination) an amount equal to Executive's Base Salary, payable within thirty (30) days of the end of the Term of Employment; provided, however, if the severance payment to Executive would cause Bank to contravene any law, regulation or policy applicable to Bank, Bank and Executive agree that such severance payment shall be made to the extent permitted by law, regulation and policy, and the remainder of such severance payment shall be made from time to time at the earliest time permitted by law, regulation and policy. After the 30^th day following the end of the Term of Employment, the outstanding severance payment shall, until paid, bear interest per annum at the prime lending rate as published in the Southwest Edition of The Wall Street Journal on the 31^st day following the end of the Term of Employment. In addition to the severance payment, Bank shall reimburse Executive in the maximum amount of $10,000.00 for reasonable expenses incurred by Executive in relocating from Los Angeles County, California upon receipt of evidence thereof. Except as otherwise specifically provided herein, Bank shall have no other obligations hereunder or otherwise with

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respect to Executive's employment from and after the termination or expiration date, and Bank shall continue to have all other rights available hereunder.

        (iii)  No termination under Section 4 shall terminate or adversely affect any rights of Executive then vested under any disability or other benefit program of Bank.

        (i)    Fair and Adequate Compensation. Bank and Executive acknowledge that such compensation and the other covenants and agreements of Bank contained herein are fair and adequate compensation for Executive's services and for the covenants described below.

        4.    Termination.    

        (a)   Death. If Executive dies during the Term of Employment and while in the employ of Bank, this Agreement shall automatically terminate and Bank or Company shall have no further obligation to Executive or his estate under this Agreement (other than death benefits payable under the benefit plans referenced in Section 3(c) or Error! Reference source not found.), except that Bank shall pay Executive's estate that portion of Executive's base salary under Section 3(a) accrued through the date on which Executive's death occurred. Such payment of base salary to Executive's estate shall be made in the same manner as other payroll obligations of the Bank.

        (b)   Disability.

        (i)    Bank may terminate this Agreement if, during the Term of Employment, Executive shall be prevented from performing her duties hereunder by reason of becoming disabled. For purposes of this Agreement, the term "disabled" shall have the meaning set forth in Bank's long term disability plan or, if Bank has no long term disability plan in effect at the time of the Executive's disability, shall mean that Executive has become physically or mentally incapable (excluding infrequent and temporary absences due to ordinary illness) of performing the essential functions of his duties under this Agreement for a continuous period of six (6) months, as determined by Bank upon the advice of a qualified physician. In the event a dispute arises between Executive and the Bank concerning Executive's physical or mental ability to continue or return to the performance of her duties, Executive shall submit to examination by a competent physician mutually agreeable to both parties. The physician's opinion as to the Executive's capability to perform her duties will be final and binding. During any period prior to termination during which the Executive fails to perform her duties as a result of incapacity due to physical or mental illness, Executive shall continue to receive her full salary at the rate then in effect for such period until his employment terminates pursuant to this Section 4(b), provided that payments so made to Executive during such period shall be reduced by the sum of the amounts, if any, payable to Executive under any disability benefit plans of Bank that were not previously applied to reduce such payment.

        (ii)   In the event of a termination pursuant to this Section 4(b), Bank shall be relieved of all its obligations under this Agreement, except that Bank shall pay to Executive, or her estate in the event of her subsequent death, Executive's base salary under Section 3(a) through the date on which such termination shall have occurred, reduced during such period by the amount of any benefits received by Executive under any disability policy maintained by Bank and any death benefits payable under the benefit plans referenced in Section 3(c) or Error! Reference source not found.. All such payments to Executive or her estate shall be made in the same manner as other payroll obligations of Bank.

        (c)   Discharge for Cause. At any time during the Term of Employment, Bank may discharge Executive for cause and terminate this Agreement by delivering to Executive a written notice of discharge. The notice of discharge shall set forth the reasons for Executive's termination for cause.

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For purposes of this Agreement, cause shall be defined as the occurrence of any of the following events:

        (i)    The determination by the Board of Directors in the exercise of its reasonable judgment, after consultation with its legal counsel, that Executive has committed an act or acts constituting (i) a felony or other crime, whether a felony or a misdemeanor, involving moral turpitude, dishonesty or theft, (ii) dishonesty or disloyalty with respect to Bank or Company, or (iii) fraud;

        (ii)   The determination by the Board of Directors in the exercise of its reasonable judgment, that (i) the Executive has failed to follow the policies adopted by the Board of Directors; (ii) that Executive has failed to meet the performance goals established in writing by the Board of Directors in January of each calendar year this Agreement is in effect; or (iii) that Executive has engaged in such actions or omissions that would constitute unsafe or unsound banking practices;

        (iii)  The determination by the Board of Directors in the exercise of its reasonable judgment, after consultation with its legal counsel, that Executive has committed a breach or violation of this Agreement, and fails to cure such breach or violation within ten (10) days after written notice to Executive by Bank specifying in reasonable detail the alleged breach or violation;

        (iv)  The determination by the Board of Directors, after consultation with its legal counsel, that Executive has engaged in gross misconduct in the course and scope of her employment with Bank including indecency, immorality, gross insubordination, dishonesty, unlawful harassment or discrimination, use of illegal drugs, or fighting; or

        (v)   In the event Executive is prohibited from engaging in the business of banking by any governmental regulatory agency having jurisdiction over Bank or Company.

        For purposes of this Agreement, Executive shall not be deemed to be in breach of this Agreement for her failure to substantially perform her duties under this Agreement where such failure results because Executive has becomes disabled within the meaning of Section 4(b). In such cases, termination of Executive shall be governed by the provisions of Section 4(b).

        (d)   Discharge without Cause. At any time during the Term of Employment, Bank shall be entitled to terminate Executive's employment and this Agreement "without cause," by providing her with a written notice of termination. Any termination of this Agreement which is not for cause, as defined above in Section 4(c), or which does not result from the death or disability of Executive, as set forth in Sections 4(a) or 4(b) respectively, or a constructive discharge as set forth in Section 4(e), respectively, shall be deemed to be a termination without cause.

        (e)   Resignation. Executive shall be entitled to terminate this Agreement by providing Bank with a written notice of resignation at least ninety (90) days prior to the intended resignation date. Upon Executive's resignation, she shall be entitled to receive any base salary which has been earned by her through the effective date of such resignation. In lieu of having Executive work for Bank through the effective date of the resignation, Bank may terminate this Agreement immediately; however, Bank shall still pay Executive amounts to which she would otherwise be entitled through the effective date of such resignation. Upon the effective date of Executive's resignation, Executive shall not be entitled to receive any other compensation or benefits as provided in the individual benefit plans or agreements.

        5.    Non-Disclosure and Confidentiality.

        (a)   Executive acknowledges that, by the nature of her duties, she will or may have access to and become informed of confidential, proprietary, and highly sensitive information relating to

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Bank and which is a competitive asset of Bank, including, without limitation, information pertaining to: (i) the identities of Bank's existing and prospective customers or clients, including names, addresses, credit status, and pricing levels; (ii) the buying and selling habits and customs of Bank's existing and prospective customers or clients; (iii) financial information about Bank; (iv) product and systems specifications, concepts for new or improved products and other product or systems data; (v) the identities of, and special skills possessed by, Bank's employees; (vi) the identities of and pricing information about Bank's suppliers and vendors; (vii) training programs developed by Bank; (viii) pricing studies, information and analyses; (ix) current and prospective products and inventories; (x) financial models, business projections and market studies; (xi) Bank's financial results and business conditions; (xii) business plans and strategies; (xiii) special processes, procedures, and services of Bank and its suppliers and vendors; and (xiv) computer programs and software developed by Bank or its consultants.

        (b)   The term Proprietary Information does not include information or know-how which: (i) is in Executive's possession prior to its disclosure to her by Bank (as shown by competent written evidence in Executive's files and records immediately prior to the time of disclosure); (ii) is available to the general public other than through any inaction or action (whether or not wrongful) on Executive's part; or (iii) is approved for release by written authorization of the Bank.

        (c)   Executive agrees not to: (i) use, at any time, any Proprietary Information for her own benefit and for the benefit of another; or (ii) disclose, directly or indirectly, any Proprietary Information to any person who is not a current employee of Bank, except in the performance of the duties assigned to Executive in this Agreement, at any time prior or subsequent to the termination of his employment with Bank, except as such disclosure may be required by law. Executive further agrees not to make copies of any Proprietary Information, except in the performance of the duties assigned to her in this Agreement.

        6.    Return of Bank Property.    Executive acknowledges that all memoranda, notes, records, reports, manuals, books, papers, letters, client and customer lists, contracts, software programs, information and records, drafts of instructions, guides and manuals, and other documentation (whether in draft or final form), and other sales or financial information and aids relating to Bank's business, and any and all other documents containing Proprietary Information furnished to Executive by any representative of Bank or otherwise acquired or developed by Executive in connection with her association with Bank (collectively, "Recipient Materials") shall at all times be the property of Bank. Within twenty-four (24) hours of the termination of her employment with Bank, Executive shall return to Bank any Recipient Materials which are in her possession, custody or control.

        7.    Non-Solicitation of Customers/Clients.

        (a)   Executive acknowledges that the special relationship of trust and confidence between her, Bank, and its clients and customers creates a high risk and opportunity for Executive to misappropriate the relationship and goodwill existing between Bank and its clients and customers. Executive further acknowledges and agrees that it is fair and reasonable for Bank to take steps to protect itself from the risk of such misappropriation. Executive further acknowledges that, at the outset of her employment with Bank and/or throughout her employment with Bank, Executive will be provided with access to and informed of Bank's Proprietary Information, which will enable her to benefit from Bank's goodwill and know-how.

        (b)   Executive acknowledges that it would be inevitable in the performance of her duties as a director, officer, employee, investor, agent or consultant of any person, association, entity, or company which competes with Bank or Company, or which intends to or may compete with Bank or Company, to disclose and/or use Bank's Proprietary Information, as well as to misappropriate Bank's goodwill and know-how, to or for the benefit of such other person, association, entity, or company. Executive also acknowledges that, in exchange for the execution of the non-solicitation

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restriction set forth in this Section 7, she has received substantial, valuable consideration. Executive further acknowledges and agrees that this consideration constitutes fair and adequate consideration for the execution of the non-solicitation restriction set forth in this Section.

        (c)   Ancillary to the enforceable promises set forth in this Agreement, as well as to protect the vital interests described in those Sections, Executive agrees that, while she is employed by Bank and for a period of one (1) year following the termination of her employment with the Bank, regardless of the reason for such termination, Executive will not, without the prior written consent of Bank, directly or indirectly, alone or for her own account, or as owner, partner, investor, member, trustee, officer, director, shareholder, employee, consultant, distributor, advisor, representative or agent of any partnership, joint venture, corporation, trust, or other business organization or entity,

        (i)    solicit the banking business of any current customers of the Bank;

        (ii)   acquire, charter, operate or enter into any franchise or other management agreement with any financial institution;

        (iii)  serve as an officer, director, employee, agent or consultant to any financial institution, or

        (iv)  establish or operate a branch or other office of a financial institution within the city limits of or having its main office or a branch within fifty (50) miles of the main office of Bank.

        (d)   Executive agrees that the restriction set forth above is ancillary to an otherwise enforceable agreement, is supported by independent valuable consideration, and that the limitations as to time, geographical area, and scope of activity to be restrained by this Section are reasonable and acceptable, and do not impose any greater restraint than is reasonably necessary to protect the goodwill and other business interests of Bank. Executive agrees that if, at some later date, a court of competent jurisdiction determines that the non-solicitation agreement set forth in this Section does not meet the criteria set forth by applicable law, this Section may be reformed by the court and enforced to the maximum extent permitted under applicable law. Executive understands that her obligations under this Section shall not be assignable by her.

        8.    Non-Solicitation of Employees.    Executive agrees that, as part of her employment with Bank, she will become familiar with the salary, pay scale, capabilities, experiences, skill and desires of the Bank's employees. Executive agrees to maintain the confidentiality of such information. She further covenants and agrees that, for a period of one (1) year subsequent to the termination of her employment with Bank, whether such termination occurs at the insistence of herself or Bank, she shall not recruit, hire, or attempt to recruit or hire, directly or by assisting others, any other employees of Bank, nor shall she contact or communicate with any other employees of Bank for the purpose of inducing other employees to terminate their employment with Bank. For purposes of this covenant, "other employees" shall refer to employees who were employed by, or doing business with, Bank within twelve (12) months of the time of the attempted recruiting or hiring.

        9.    Independent Covenants.    Executive acknowledges that the covenants set forth in Sections 5, 7 and 8 are material conditions to Bank's willingness to execute and deliver this Agreement and to provide Executive the compensation and benefits and other consideration provided hereunder. The parties agree that the existence of any claim or cause of action of Executive against Bank, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by Bank of such covenants. It is specifically acknowledged that the period of one year following the termination of employment stated in Sections 7 and 8, during which the agreements and covenants of Executive made in such sections are effective, is to be computed by excluding from such computation any time during which Executive is in violation of any provision of Sections 7 and 8. The covenants contained in

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Sections 5, 7 and 8 will not be affected by any breach of any other provision hereof by any party hereto. In addition, Executive's obligations under Sections 5, 7 and 8 shall survive the termination of this Agreement and Executive's employment with Bank. Executive's obligations under Sections 5, 7 and 8 are in addition to, and not in limitation or preemption of, all other obligations of confidentiality which she may have to Bank under general legal or equitable principles, or other Bank policies.

        10.    Remedies.    In the event that Executive violates any of the provisions set forth in Sections 5, 7 and 8 of this Agreement, Executive acknowledges that Bank will suffer immediate and irreparable harm which cannot be accurately calculated in monetary damages. Consequently, Executive acknowledges and agrees that Bank shall be entitled to immediate injunctive relief, either by temporary or permanent injunction, to prevent such a violation. Executive further acknowledges and agrees that this injunctive relief shall be in addition to any other legal or equitable relief to which Bank would be entitled.

        11.    Early Resolution Conference.    This Agreement is understood to be clear and enforceable as written and is executed by both parties on that basis. However, if at any time Executive seeks to challenge any provision of this Agreement as unclear, unenforceable or inapplicable to any competitive activity in which Executive intends to engage, Executive shall first notify the Bank in writing and meet with a representative of the Bank and a neutral mediator (if the Bank elects to retain one, at its expense) to discuss the resolution of any disputes between the parties. Executive shall provide this notification at least fourteen (14) days before Executive engages in any activity that could foresee ably fall within the scope of any of the provisions set forth in Section 5, 7 or 8 of this Agreement. The failure to comply with this requirement shall operate as a waiver by the Executive to challenge the reasonable scope, clarity, applicability or enforceability of Sections 5, 7 or 8 of this Agreement. All rights of Executive and the Bank will be preserved if the early resolution conference requirement is complied with, even in the event that no agreement is reached as a result of the conference.

        12.    Notification of Prospective Employment.    If Executive intends to accept employment or an association with any third party which is engaged in a business similar to the business conducted by Bank or which, because of the nature of her proposed or potential position with the third party, may require her to use or disclose Bank's Proprietary Information, she agrees to provide Bank with notice of her intention to accept such employment or association no later than sixty (60) days prior to accepting such employment or association. Prior to accepting employment or an association with any third party which is engaged in a business similar to the business conducted by Bank or which, because of the nature of her proposed or potential position with the third party, may require Executive to use or disclose Bank's Proprietary Information, she agrees to provide a copy of this Agreement to such third party. Finally, Executive agrees that Bank may, at any time while any of the non-disclosure and/or non-solicitation covenants contained in this Agreement are in force, provide notice of the existence of that Agreement to any third party with whom or which she proposes to negotiate or is negotiating concerning employment or to accept employment, without any liability to Executive for any such notice.

        13.    Arbitration.

        (a)   Executive recognizes that differences may arise between her, the Bank, and the Company during or following her employment with Bank, and that those differences may or may not be related to her employment. Executive acknowledges that by entering into this Agreement, she anticipates gaining the benefits of a speedy, impartial dispute-resolution procedure for resolving any and all disputes between herself, Bank, and Company. Notwithstanding Section 19 hereof, this Section 13 shall be governed by the Federal Arbitration Act and to the extent that it is inconsistent with California law, it will supercede California law relating to the arbitrability of any disputes.

        (b)   Executive and Bank consent to the resolution by final and binding arbitration of any claim, controversy, or dispute ("claim(s)") between Executive and Bank, whether or not such claims arise out of or relate to her employment by Bank, in accordance with the Employment Arbitration Rules of the American Arbitration Association in effect on the date the claim or

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controversy arises. The claims covered by this Section include, but are not limited to, claims for wages or other compensation due; claims for breach of any contract or covenant (express or implied); tort claims (including, but not limited to, invasion of privacy, intentional infliction of emotional distress, assault, battery, fraud, negligence, gross negligence, negligent hiring or retention); claims of discrimination (including, but not limited to, race, gender, sexual harassment, religion, national origin, age, marital status, or medical condition, handicap or disability); claims for benefits (except where an employee benefit or pension plan specifies that its claims procedure shall culminate in an arbitration procedure different from this one); and claims for violation of any federal, state, or other governmental law, statute, regulation, or ordinance, except claims excluded in the following paragraph.

        (c)   Executive and Bank understand that claims for workers' compensation or unemployment compensation benefits are not covered by this Agreement. Moreover, although Executive is prohibited from filing a lawsuit concerning claims covered by this Agreement, Executive understands that this Section shall not prohibit her from filing a charge or complaint with any governmental agency. Finally, Executive understands that this Section 13 does not apply with respect to disputes relating to the operation of and the enforcement of Sections 5, 7 and 8 hereof.

        (d)   Either party may initiate an arbitration proceeding by delivery of written notice to the other party hereto. Resolution of such dispute shall be resolved by a majority vote of a panel of three arbitrators. Within 30 days after giving or receiving a demand for arbitration, Bank and Executive shall each select one arbitrator. Such arbitrators shall be freely selected and the parties shall not be limited in their selection to any prescribed list. The arbitrators chosen by Bank and Executive shall, by mutual consent, select the third arbitrator. Except as otherwise agreed upon by the Parties, the arbitration shall convene in San Diego, California.

        (e)   The decision of the arbitrators shall be in writing and presented in separate findings of fact and law. The award of the arbitrators shall be final and binding on the parties from which no appeal maybe taken and an order confirming the award or judgment upon the award may be entered into in any court having jurisdiction there over.

        (f)    Prior to the appointment of the arbitrator, Bank or Executive may seek provisional remedies, including, without limitation, temporary restraining orders and preliminary injunctions. After the appointment of the arbitrators, the arbitrators shall have sole authority to grant such provisional remedies as the arbitrators, in their sole discretion, deem necessary or appropriate.

        (g)   The arbitrators shall have the authority to award any relief permitted by relevant federal or state statute, including, without limitation, back wages, front wages, actual damages, compensatory damages, punitive damages, attorneys' fees, and costs associated with the arbitration proceeding. The arbitrators, in the award, may assess the fees and expenses of the arbitrators and of the arbitration proceeding and the witness and attorney's fees of the parties or any part thereof, against either Bank or Executive or both of them, taking into account the circumstances of the case. Except as assessed by the arbitrators in the award, Bank and Executive shall each bear their own costs in connection with the arbitration proceeding. Notwithstanding the foregoing, Bank shall bear 100% of the aggregate fees and expenses of the arbitrators.

        (h)   Executive and Bank acknowledge and agree that a party making a claim pursuant to or arising under this Section must give written notice of such claim within one (1) year of the occurrence of the event or conduct giving rise to the claim. Failure to give notice of any claim within one (1) year shall constitute a waiver of the claim, even if there is a federal or state statute of limitations which would have given more time to pursue the claim.

        (i)    Except with respect to claims described in Section 13(c), Executive and Bank acknowledge and agree that the arbitrators, and not any federal, state, or local court or agency,

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shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or void able. Such arbitrators shall have jurisdiction to hear and rule on pre-hearing disputes, and are authorized to hold pre-hearing conferences by telephone or in person as the arbitrator deems necessary. The arbitrators shall have the authority to entertain a motion to dismiss and/or a motion for summary judgment by any party and shall apply the standards governing such motions under the Federal Rules of Civil Procedure. The arbitrators shall apply the substantive law (and the law of remedies, if applicable) of the state in which the claim arose, or federal law, or both, as applicable to the claim(s) asserted. The Federal Rules of Evidence shall apply to the arbitration proceeding.

        14.    Goodwill.    Executive acknowledges that Bank will, over a period of time, develop, significant relationships and goodwill between itself and its clients and customers by providing superior products and services. Executive further acknowledges that these relationships and this goodwill are a valuable asset belonging solely to Bank. Executive understands that Bank agrees to compensate her, as well as to reimburse her for reasonable and necessary business expenses incurred, while she builds and/or maintains business relationships and goodwill with Bank's current and prospective clients and customers on a personal level. Executive acknowledges that the responsibility to build and maintain business relationships and goodwill with current and prospective clients and customers creates a special relationship of trust and confidence between her, Bank, and its clients and customers.

        15.    Change in Control.    Upon a Change in Control, the Bank shall pay to Executive a cash lump sum payment equal to 199% of her Base Amount as defined in section 280G(b)(3) of the Internal Revenue Code of 1986, as amended ("Change in Control Payment"); provided, however, if the Change in Control Payment to Executive would cause the Bank to contravene any law, regulation or policy applicable to the Bank, the Bank and Executive agree that such Change in Control Payment shall be made to the extent permitted by law, regulation and policy, and the remainder of such Change in Control Payment shall be made from time to time at the earliest time permitted by law, regulation and policy. For purposes of this Agreement, "Change in Control" means:

        (a)   a change in the ownership of the capital stock of the Bank or the Company, whereby a corporation, person, or group acting in concert (other than the current members of the boards of directors of the Company or the Bank or any of their descendants, the Company, the Bank, or any savings, pension or other benefit plan for the benefit of the employees of the Company or the Bank or subsidiaries thereof)(a "Person") as described in Section 14(d)(2) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), holds or acquires, directly or indirectly, beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a number of shares of capital stock of the Company or the Bank which constitutes fifty percent (50%) or more of the combined voting power of the Company's or the Bank's then outstanding capital stock entitled to vote generally in the election of directors;

        (b)   the persons who were members of the board of directors of the Company or the Bank immediately prior to a tender offer, exchange offer, contested election or any combination of the foregoing, cease to constitute a majority of the board of directors of the Company or the Bank, as applicable;

        (c)   the consummation by the board of directors of the Company or the Bank of a merger, consolidation or reorganization plan involving the Company or the Bank in which the Company or the Bank, as applicable, is not the surviving entity, or a sale of all or substantially all of the assets of the Company or the Bank. For purposes of this Agreement, a sale of all or substantially all of the assets of the Company or the Bank shall be deemed to occur if any Person acquires (or during the 12-month period ending on the date of the most recent acquisition by such Person, has acquired) gross assets of the Company or the Bank, as applicable, that have an aggregate fair

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market value equal to fifty percent (50%) or more of the fair market value of all of the respective gross assets of the Company or the Bank immediately prior to such acquisition or acquisitions;

        (d)   a tender offer or exchange offer is made by any Person which is successfully completed and results in such Person beneficially owning (within the meaning of Rule 13d-3 promulgated under the Exchange Act) either fifty percent (50%) or more of the Company's or Bank's outstanding shares of common stock or shares of capital stock having fifty percent (50%) or more of the combined voting power of the Company's or Bank's then outstanding capital stock (other than an offer made by the Company or the Bank), and sufficient shares are acquired under the offer to cause such person to own fifty percent (50%) or more of the voting power;

        (e)   a dissolution or liquidation of the Company or the Bank; or

        (f)    any other transactions or series of related transactions occurring which have substantially the same effect as the transactions specified in clauses (a)-(f);

provided however that, a shareholder or shareholders may make the following transfers and such transfers shall be deemed not to be a Change in Control: (i) to any trust described in section 1361(c)(2) of the Code and that is created solely for the benefit of any shareholder or any spouse or lineal descendant of any shareholder; (ii) to any individual by bona fide gift; (iii) to any spouse or former spouse pursuant to the terms of a decree of divorce; or (iv) to any officer or employee of the Company or the Bank pursuant to any stock option plan established by the shareholders of the Company or the Bank.

        16.    Notices.    All notices, requests, consents and other communications to be given or delivered hereunder or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been properly served if (a) delivered personally, (b) delivered by a recognized overnight courier service, (c) sent by certified or registered mail, return receipt requested and first class postage prepaid, or (d) sent by facsimile transmission followed by a confirmation copy delivered by recognized overnight courier service the next day. Such notices, requests, consents and other communications shall be sent to the respective parties as follows: (i) if to Executive: Terry A. Stalk, 13233 Fiji Way, Unit B, Marina Del Rey, CA 90292 (ii) if to Bank: Pacific Coast National Bank; and (iii) if to Company: Western Pacific Bancorp, Inc. Any Party hereto may designate a different address by providing written notice of such new address to the other Parties. Date of service of such notice shall be (i) the date such notice is personally delivered or sent by facsimile transmission (with issuance by the transmitting machine of a confirmation of a successful transmission), (ii) three business days after the date of mailing if sent by certified or registered mail or (iii) one business day after the date of delivery to the overnight courier if sent by overnight courier.

        17.    Severability.    The Parties acknowledge that each covenant and/or provision of this Agreement shall be enforceable independently of every other covenant and/or provision. Furthermore, Executive, Bank and Company acknowledge that, in the event any covenant and/or provision of this Agreement is determined to be unenforceable for any reason, the remaining covenants and/or provisions will remain effective, binding and enforceable.

        18.    Complete Agreement; Modification.    The Parties acknowledge and agree that this Agreement constitutes the complete and entire agreement between the parties; that each executed this Agreement based upon the express terms and provisions set forth herein; that, in accepting employment with Bank, Executive has not relied on any representations, oral or written, which are not set forth in this Agreement; that no previous agreement, either oral or written, shall have any effect on the terms or provisions of this Agreement; and that all previous agreements, either oral or written, are expressly superseded and revoked by this Agreement. The provisions hereof may not be altered, amended, modified, waived, or discharged in any way whatsoever, except by written agreement executed by

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Executive and Bank. No waiver shall be deemed a continuing waiver or a waiver of any subsequent breach or default, either of a similar or different nature, unless expressly so stated in writing.

        19.    Governing Law.    This Agreement shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the laws of the State of California, without giving effect to provision thereof regarding conflict of laws.

        20.    Counterparts.    This Agreement may be executed in multiple original counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

        21.    Prior Agreements.    Executive represents that her service as an employee of Bank will not violate any agreement: (i) she has made that prohibits her from disclosing any information she acquired prior to her becoming employed by Bank; or (ii) she had made that prohibits her from accepting employment with Bank or that will interfere with her compliance with the terms of this Agreement. Executive further represents that she has not previously, and will not in the future, disclose to Bank any proprietary information or trade secrets belonging to any previous employer. Executive acknowledges that Bank has instructed her not to disclose to it any proprietary information or trade secrets belonging to any previous employer.

        22.    Voluntary Agreement.    The Parties acknowledge that each has carefully read this agreement, that each has had an opportunity to consult with her or its attorney concerning the meaning, import and legal significance of this Agreement, that each understands its terms, that all understandings and agreements between Executive and Bank relating to the subjects covered in this Agreement are contained in it, and that each has entered into the Agreement voluntarily and not in reliance on any promises or representations by the other than those contained in this Agreement.

        23.    Restrictions Upon Funding.    The Bank shall have no obligation to set aside, earmark or entrust any fund or money with which to pay its obligations under this Agreement. The Executive or any successor-in-interest to Executive shall be and remain simply a general creditor of the Bank in the same manner as any other creditor having a general unsecured claim. For purposes of the Code, the Bank intends this Agreement to be an unfunded, unsecured promise to pay on the part of the Bank. For purposes of Employee Retirement Income Security Act of 1974, as amended ("ERISA"), the Bank intends that this Agreement not be subject to ERISA. If it is deemed subject to ERISA, it is intended to be an unfunded arrangement for the benefit of a select member of management, who is a highly compensated employee of the Bank for the purpose of qualifying this Agreement for the "top hat" plan exception under sections 201(2), 301(a)(3) and 401(a)(1) of ERISA. At no time shall the Executive have or be deemed to have any lien nor right, title or interest in or to any specific investment or to any assets of the Bank. If the Bank elects to invest in a life insurance, disability or annuity policy upon the life of Executive, the Executive shall assist the Bank by freely submitting to a physical examination and supplying such additional information necessary to obtain such insurance or annuities.

        24.    Interpretation.    When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The headings contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words "include", "includes" or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation." The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision in this Agreement. Each use herein of the masculine, neuter or feminine gender shall be deemed to include the other genders. Each use herein of the plural shall include the singular and vice versa, in each case as the context requires or as is otherwise appropriate. The word "or" is used in the inclusive sense. Any agreement or instrument

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defined or referred to herein or in any agreement or instrument that is referred to herein mean such agreement or instrument as from time to time amended, modified or supplemented, including by waiver or consent. References to a person are also to its permitted successors or assigns.

[Signature Page Follows]

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[Signature Page to Employment Agreement]

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above, to be effective as of the Effective Date.

EXECUTIVE:
	BANK:	PACIFIC COAST NATIONAL BANK (A wholly owned subsidiary of Western Pacific Bancorp, Inc.)
		By:
			Dennis C. Lindeman, Board Chairman
			Denis Morgan, Board Member

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Exhibit 10.10

EMPLOYMENT AGREEMENT

EX-10.11

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Exhibit 10.11

CONSULTING AGREEMENT

        This Agreement (this "Agreement") is entered into as of the 01 day of November 2003 by and between Western Pacific Bancorp, Inc., a corporation organized under the laws of the State of California (the "Company"), and Michael S. Hahn, an adult individual residing in the State of California (the "Consultant").

        The parties hereto agree as follows:

        1.     Engagement. The Company hereby engages the Consultant and the Consultant hereby agrees to render, at the request of the Company, independent advisory and consulting services for the Company in connection with the organization of the Company and its proposed banking subsidiary (the "Bank"), upon the terms and conditions hereinafter set forth.

        2.     Term. The term of this Agreement shall begin as of the date of this Agreement and shall terminate on the earlier of (i) December 31, 2004; (ii) the date on which the Bank receives (and satisfies all conditions to opening for business under) its authorization to commence its banking business (the "Certificate of Authority") from the Office of the Comptroller of the Currency and approval of Insurance of Accounts from the Federal Deposit Insurance Corporation; (iii) the date on which the Company advises the Consultant that it has abandoned its effort to obtain the Certificate of Authority; (iv) the date on which the Consultant receives written notice from the Company that it is terminating this Agreement "for cause" as hereafter defined; or (v) the death or disability of the Consultant (as used herein, the disability of the Consultant shall be deemed to have occurred when he has been unable to perform his services under this Agreement for a period of forty-five (45) consecutive days or the Consultant has made any claim under any disability insurance policy. As used herein, "for cause" shall be defined as follows: (i) the Consultant's failure to use diligent and good faith efforts to perform the services requested by the Company under this Agreement (which failure is not cured within five (5) days following written notice to the Consultant); (ii) the Consultant's willful misconduct or gross negligence in the performance of his services hereunder; (iii) the Consultant's conviction of a crime or involvement in any conduct which could, in the judgment of the Company, adversely impact on the reputation of the Company or the Bank or the prospects of the Bank receiving its Certificate of Authority; (iv) receipt by the Company of any notification from the Office of the Comptroller of the Currency or the Federal Deposit Insurance Corporation indicating that the Consultant would not be an acceptable candidate to be President of the Bank.

        3.     Compensation. During the term of this Agreement, as compensation for all services rendered by the Consultant under this Agreement, the Company shall pay the Consultant the following amounts:

        (a)   Consulting Fee. The Company shall pay the consultant the sum of seven thousand eight hundred fifty dollars ($7,850) per month (prorated for any partial month), which shall be paid in arrears in two installments of three thousand nine hundred and twenty five dollars ($3,925) each on the 15^th and 30^th day of each calendar month.

        (b)   Deductions. All such compensation shall be payable without deduction for federal income, social security, or state income taxes or any other amounts.

        (c)   Deferred Compensation. Unless this Agreement has been terminated or the term has ended pursuant to Paragraph 2 hereof, the Company shall cause the Bank, subject to and upon its opening for business to the public, to pay, in one lump sum, not later than thirty (30) days following its opening for business, an amount equal to $3,834 times the number of months of the term of this Agreement representing the accumulated difference of fees paid under this Agreement and the annualized amount of compensation, prorated for the term of this Agreement, as agreed upon in the successor Employment Agreement to be entered into pursuant to Paragraph 10 of this Agreement.

        (d)   Termination Payment. If, for any reason, other than a termination by the Company for Cause, the Company terminates this Agreement during its term and without the Employment Agreement referenced in Paragraph 10 of this Agreement becoming effective, Consultant will be entitled to receive a lump sum payment, payable on the date of termination, of not less than the greater of (i) one-half of the fees which would have been payable for the remaining term of this Agreement from the date of termination or (ii) $19,800.

        4.     Duties. The Consultant shall render services conscientiously and shall devote his full time, attention, efforts and abilities to the establishment of the Bank, including without limitation obtaining regulatory approvals, site development activities, personnel matters and capital raising activities, at such times during the term hereof and in such manner as reasonably requested by the Company, and performed at such places and at such times as are reasonably convenient to the Company and the Consultant. The Consultant shall observe all policies and directives promulgated from time to time by the Company's Board of Directors.

        5.     Expenses. The Consultant shall be reimbursed by the Company for all reasonable business expenses and which were incurred by the Consultant during the performance of his services hereunder; provided, any such reimbursement in excess of $250 in any month shall require the prior written approval of the Company's Board of Directors or a committee thereof; provided however that any expenses set forth in the organizational budget shall be deemed to be approved unless the Company's Board of Directors makes an express determination to the contrary prior to the time at which the expense is incurred. The Company's obligation to reimburse the Consultant pursuant to this paragraph shall be subject to the presentation to the Company's Board of Directors or a committee thereof by the Consultant of an itemized account of such expenditures, together with supporting vouchers, in accordance with any policies of the Company in effect from time to time.

        6.     Independent Contractor. It is expressly agreed that Consultant is acting as an independent contractor in performing services hereunder. The Company shall carry no worker's compensation insurance or any health or accident insurance to cover Consultant. The Company shall not pay any contributions to Social Security, unemployment insurance, federal or state withholding taxes, nor provide any other contributions or benefits which might be expected in an employer-employer relationship.

        7.     Covenant Not to Compete. The Consultant hereby acknowledges and recognizes the highly competitive nature of the Company's business and accordingly agrees that, during and for the period commencing with the date hereof and ending on the later of (i) November 30, 2004 or (ii) the termination, whether by the Company or the Consultant, of this Agreement, the Consultant will not, except as provided in Paragraph 4 hereof, directly or indirectly:

        (a)   engage in any business activity related to the business of banking or financial services, or the formation of any entity for the purpose of engaging in such a business (other than on behalf of the Company to the extent that the Consultant is then in the employ of or consulting for the Company), whether such engagement is as an officer, director, proprietor, employee, partner, member, investor (other than as a passive investor in less than one percent (1%) of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or other participant in another business,

        (b)   assist others in engaging in any of the business activities prohibited to the Consultant under clause (a) above, or

        (c)   induce employees of the Company to engage in any activities hereby prohibited to the Consultant or to terminate their employment.

        The term of this restriction shall be extended for a period of time equal to any period of time during which the Consultant violates or fails to observe the provisions of this paragraph.

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        8.     No Disclosure of Confidential Information. The Consultant acknowledges that the Company's trade secrets and private processes, as they may exist from time to time, and confidential information concerning the formation and development of the Bank, the Bank's planned products, technical information regarding the Bank, and data concerning potential customers of and investors in the Bank are valuable, special, and unique assets of the Company, access to and knowledge of which are essential to the performance of the Consultant's duties under this Agreement. In light of the highly competitive nature of the industry in which the business of the Company is conducted, the Consultant further agrees that all knowledge and information described in the preceding sentence not in the public domain and heretofore or in the future obtained by the Consultant as a result of his engagement by the Company shall be considered confidential information. In recognition of this fact, the Consultant agrees that the Consultant will not, during or after the term of this Agreement, disclose any of such secrets, processes, or information to any person or other entity for any reason or purpose whatsoever, except as necessary in the performance of the Consultant's duties as a consultant to the Company and then only upon a written confidentiality agreement in such form and content as requested by the Company from time to time, nor shall Consultant make use of any of such secrets, processes or information for Consultant's own purposes or for the benefit of any person or other entity (except the Company and its subsidiaries, if any) under any circumstances during or after the term of this Agreement.

        9.     Remedies. The Consultant acknowledges and agrees that the Company's remedy at law for a breach or threatened breach of any of the provisions of Paragraphs 7 and 8 of this Agreement would be inadequate. In recognition thereof, if the Consultant breaches or threatens to breach any provision of Paragraphs 7 and 8 of this Agreement, the Company shall be entitled to equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available in addition to any of its remedies at law. Nothing herein shall prohibit the Company from pursuing any other right or remedy available to it for such breach or threatened breach.

        10.   Employment Agreement. The Consultant agrees to enter into, and the Company agrees to cause the Bank to enter into, an Employment Agreement having a term of not less than five years with the Consultant in form satisfactory to the Consultant and the Bank in their reasonable discretion, subject to the approval of such form by the Bank's primary regulators and modifications to such form as may be required by the regulators, which Employment Agreement shall be effective as of the date on which the Office of the Comptroller of the Currency issues the Certificate of Authority to the Bank and the Federal Deposit Insurance Corporation issues approval for Insurance of Accounts.

        11.   Assignment. This Agreement is a personal one, being entered into in reliance upon and in consideration of the personal skill and qualifications of Consultant. Consultant shall therefore not voluntarily or by operation of law assign or otherwise transfer the obligations incurred on its part pursuant to the terms of this Agreement without the prior written consent of Company. Any attempted assignment or transfer by Consultant of its obligations without such consent shall be wholly void.

        12.   Modification of Agreement. This Agreement may be modified by the parties hereto only by a written supplemental agreement executed by both parties.

        13.   Notice. Any notice required or permitted to be given hereunder shall be sufficient if in writing, and if sent by any nationally recognized courier service providing for receipt of delivery, registered or certified mail, postage prepaid, or by fax followed by such mail, addressed as follows:

If to Company:

Western Pacific Bancorp, Inc.
984 Carmen Court
San Marcos CA 92069
Attention: Dennis Lindeman

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If to Consultant:

Michael Hahn
1745 East Alvarado Street
Fallbrook, California 92028

or to such other address as the parties hereto may specify, in writing, from time to time.

        14.   Mediation and Arbitration. The parties agree to mediate, in good faith, any claim arising hereunder and to refrain from pursuing arbitration hereunder until the parties have met with a mediator. The parties agree to select and mediate any claim or controversy within sixty (60) days of the date the claim or controversy accrues or first arises. The mediator shall be selected by the Company with the Consultant's consent, which may not be unreasonably withheld. The mediator shall be licensed to practice law in the State of California and be experienced in the arbitration of labor and employment disputes.

        The parties acknowledge and agree that any claim or controversy arising out of or relating to this Agreement, or the breach of this Agreement, or any other dispute arising out of or relating to the consulting relationship, shall be settled by final and binding arbitration in the City of San Diego, State of California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect on the date the claim or controversy arises. The parties further acknowledge and agree that either party must request arbitration of any claim or controversy within one hundred twenty (120) days of the date the claim or controversy accrues or first arises by giving written notice of the party's request for arbitration by certified U.S. mail or personal delivery. Notice shall be effective upon delivery or mailing. Failure to give notice of any claim or controversy within one hundred twenty (120) days shall constitute a waiver of the claim or controversy.

        All claims or controversies subject to arbitration shall be submitted to arbitration within one hundred eighty (180) days from the date the written notice of a request for arbitration is effective. All claims or controversies shall be resolved by a panel of three (3) arbitrators who are licensed to practice law in the State of California and who are experienced in the arbitration of labor and employment disputes. These arbitrators shall be selected in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect at the time the claim or controversy arises. Either party may request that the arbitration proceeding be stenographically or otherwise recorded by a Certified Shorthand Reporter. The arbitrators shall issue a written decision with respect to all claims or controversies within thirty (30) days from the date the claims or controversies are submitted to arbitration. The parties shall be entitled to be represented by legal counsel at any arbitration proceeding. The parties acknowledge and agree that each party will bear fifty percent (50%) of the cost of the arbitration proceeding. The parties shall be responsible for paying their own attorneys' fees and other costs, if any.

        The parties acknowledge and agree that the arbitration provisions set forth herein may be specifically enforced by either party, and submission to arbitration proceedings compelled, by any court of competent jurisdiction. The parties further acknowledge and agree that the decision of the arbitrators may be specifically enforced by either party in any court of competent jurisdiction.

        15.   Waiver of Breach. The waiver by either party of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

        16.   Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter of this Agreement, and supersedes any prior written or oral arrangements with respect to the Consultant's engagement by the Company.

        17.   Successors, Binding Agreement. Subject to the restrictions on assignment contained herein, this Agreement shall inure to the benefit (including all rights to receive compensation earned hereunder

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prior to death or disability) of and be enforceable by the Consultant's personal or legal representatives, executors, administrators, heirs, distributees, devisees, and legatees.

        18.   Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

        19.   Applicable Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of California.

        20.   Headings. The headings of the paragraphs of this Agreement are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement.

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        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

/s/  MICHAEL S. HAHN Michael S. Hahn
WESTERN PACIFIC BANCORP, INC.
By:	/s/  DENIS MORGAN Denis Morgan, Chairman Personnel Committee
By:	/s/  DENNIS LINDEMAN Dennis Lindeman, Chairman Executive Committee

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Exhibit 10.11

CONSULTING AGREEMENT

EX-10.12

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Exhibit 10.12

CONSULTING AGREEMENT

        This Agreement (this "Agreement") is entered into as of the 1^st day of November, 2003 by and between Western Pacific Bancorp, Inc., a corporation organized under the laws of the State of California (the "Company"), GRCAC, LLC, a limited liability company organized under the laws of the State of California (the "Consultant" Richard W. Grinyer, Managing Member an Individual residing in the State of California.

        The parties hereto agree as follows:

        1.     Engagement. The Company hereby engages the Consultant and the Consultant hereby agrees to render, at the request of the Company, independent advisory and consulting services for the Company in connection with the organization of the Company and its proposed banking subsidiary (the "Bank"), upon the terms and conditions hereinafter set forth.

        2.     Term. The term of this Agreement shall begin as of the date of this Agreement and shall terminate on the earlier of (i) December 31, 2004; (ii) the date on which the Bank receives (and satisfies all conditions to opening for business under) its authorization to commence its banking business (the "Certificate of Authority") from the Office of the Comptroller of the Currency and approval of Insurance of Accounts from the Federal Deposit Insurance Corporation; (iii) the date on which the Company advises the Consultant that it has abandoned its effort to obtain the Certificate of Authority; (iv) the date on which the Consultant receives written notice from the Company that it is terminating this Agreement "for cause" as hereafter defined; or (v) the death or disability of the Consultant (as used herein, the disability of the Consultant shall be deemed to have occurred when he has been unable to perform his services under this Agreement for a period of forty-five (45) consecutive days or the Consultant has made any claim under any disability insurance policy. As used herein, "for cause" shall be defined as follows: (i) the Consultant's failure to use diligent and good faith efforts to perform the services requested by the Company under this Agreement (which failure is not cured within five (5) days following written notice to the Consultant); (ii) the Consultant's willful misconduct or gross negligence in the performance of his services hereunder; (iii) the Consultant's conviction of a crime or involvement in any conduct which could, in the judgment of the Company, adversely impact on the reputation of the Company or the Bank or the prospects of the Bank receiving its Certificate of Authority; (iv) receipt by the Company of any notification from the Office of the Comptroller of the Currency or the Federal Deposit Insurance Corporation indicating that the Consultant would not be an acceptable candidate to be an Executive Vice President of the Bank.

        3.     Compensation. During the term of this Agreement, as compensation for all services rendered by the Consultant under this Agreement, the Company shall pay the Consultant the following amounts:

        (a)   Consulting Fee. The Company shall pay the consultant the sum of six thousand eight hundred fifty dollars ($6,850) per month (prorated for any partial month), which shall be paid in arrears in two installments of three thousand four hundred twenty five dollars ($3,425) each on the 15^th and 30^th day of each calendar month.

        (b)   Deductions. All such compensation shall be payable without deduction for federal income, social security, or state income taxes or any other amounts.

        (c)   Deferred Compensation. Unless this Agreement has been terminated or the term has ended pursuant to Paragraph 2 hereof, the Company shall cause the Bank, subject to and upon its opening for business to the public, to pay, in one lump sum, not later than thirty (30) days following its opening for business, an amount equal to four thousand ($4,000) times the number of months of the term of this Agreement representing the accumulated difference of fees paid under this Agreement and the annualized amount of compensation, prorated for the term of this

Agreement, as agreed upon in the successor Employment Agreement to be entered into pursuant to Paragraph 10 of this Agreement.

        (d)   Termination Payment. If, for any reason, other than a termination by the Company for Cause, the Company terminates this Agreement during its term and without the Employment Agreement referenced in Paragraph 10 of this Agreement becoming effective, Consultant will be entitled to receive a lump sum payment, payable on the date of termination, of not less than the greater of (i) one-half of the fees which would have been payable for the remaining term of this Agreement from the date of termination or (ii) $19,800.

        4.     Duties. The Consultant shall render services conscientiously and shall devote his full time, attention, efforts and abilities to the establishment of the Bank, including without limitation obtaining regulatory approvals, site development activities, personnel matters and capital raising activities, at such times during the term hereof and in such manner as reasonably requested by the Company, and performed at such places and at such times as are reasonably convenient to the Company and the Consultant. The Consultant shall observe all policies and directives promulgated from time to time by the Company's Board of Directors.

        5.     Expenses. The Consultant shall be reimbursed by the Company for all reasonable business expenses and which were incurred by the Consultant during the performance of his services hereunder; provided, any such reimbursement in excess of $250 in any month shall require the prior written approval of the Company's Board of Directors or a committee thereof; provided however that any expenses set forth in the organizational budget shall be deemed to be approved unless the Company's Board of Directors makes an express determination to the contrary prior to the time at which the expense is incurred. The Company's obligation to reimburse the Consultant pursuant to this paragraph shall be subject to the presentation to the Company's Board of Directors or a committee thereof by the Consultant of an itemized account of such expenditures, together with supporting vouchers, in accordance with any policies of the Company in effect from time to time.

        6.     Independent Contractor. It is expressly agreed that Consultant is acting as an independent contractor in performing services hereunder. The Company shall carry no worker's compensation insurance or any health or accident insurance to cover Consultant. The Company shall not pay any contributions to Social Security, unemployment insurance, federal or state withholding taxes, nor provide any other contributions or benefits which might be expected in an employer-employer relationship.

        7.     Covenant Not to Compete. The Consultant hereby acknowledges and recognizes the highly competitive nature of the Company's business and accordingly agrees that, during and for the period commencing with the date hereof and ending on the later of (i) December 31, 2004 or (ii) the termination, whether by the Company or the Consultant, of this Agreement, the Consultant will not, except as provided in Paragraph 4 hereof, directly or indirectly:

        (a)   engage in any business activity related to the business of banking or financial services, or the formation of any entity for the purpose of engaging in such a business (other than on behalf of the Company to the extent that the Consultant is then in the employ of or consulting for the Company), whether such engagement is as an officer, director, proprietor, employee, partner, member, investor (other than as a passive investor in less than one percent (1%) of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or other participant in another business,

        (b)   assist others in engaging in any of the business activities prohibited to the Consultant under clause (a) above, or

        (c)   induce employees of the Company to engage in any activities hereby prohibited to the Consultant or to terminate their employment.

2

        The term of this restriction shall be extended for a period of time equal to any period of time during which the Consultant violates or fails to observe the provisions of this paragraph.

        8.     No Disclosure of Confidential Information. The Consultant acknowledges that the Company's trade secrets and private processes, as they may exist from time to time, and confidential information concerning the formation and development of the Bank, the Bank's planned products, technical information regarding the Bank, and data concerning potential customers of and investors in the Bank are valuable, special, and unique assets of the Company, access to and knowledge of which are essential to the performance of the Consultant's duties under this Agreement. In light of the highly competitive nature of the industry in which the business of the Company is conducted, the Consultant further agrees that all knowledge and information described in the preceding sentence not in the public domain and heretofore or in the future obtained by the Consultant as a result of his engagement by the Company shall be considered confidential information. In recognition of this fact, the Consultant agrees that the Consultant will not, during or after the term of this Agreement, disclose any of such secrets, processes, or information to any person or other entity for any reason or purpose whatsoever, except as necessary in the performance of the Consultant's duties as a consultant to the Company and then only upon a written confidentiality agreement in such form and content as requested by the Company from time to time, nor shall Consultant make use of any of such secrets, processes or information for Consultant's own purposes or for the benefit of any person or other entity (except the Company and its subsidiaries, if any) under any circumstances during or after the term of this Agreement.

        9.     Remedies. The Consultant acknowledges and agrees that the Company's remedy at law for a breach or threatened breach of any of the provisions of Paragraphs 7 and 8 of this Agreement would be inadequate. In recognition thereof, if the Consultant breaches or threatens to breach any provision of Paragraphs 7 and 8 of this Agreement, the Company shall be entitled to equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available in addition to any of its remedies at law. Nothing herein shall prohibit the Company from pursuing any other right or remedy available to it for such breach or threatened breach.

        10.   Employment Agreement. The Consultant agrees to enter into, and the Company agrees to cause the Bank to enter into, an Employment Agreement having a term of not less than five years with the Consultant in form satisfactory to the Consultant and the Bank in their reasonable discretion, subject to the approval of such form by the Bank's primary regulators and modifications to such form as may be required by the regulators, which Employment Agreement shall be effective as of the date on which the Office of the Comptroller of the Currency issues the Certificate of Authority to the Bank and the Federal Deposit Insurance Corporation issues approval for Insurance of Accounts.

        11.   Assignment. This Agreement is a personal one, being entered into in reliance upon and in consideration of the personal skill and qualifications of Consultant. Consultant shall therefore not voluntarily or by operation of law assign or otherwise transfer the obligations incurred on its part pursuant to the terms of this Agreement without the prior written consent of Company. Any attempted assignment or transfer by Consultant of its obligations without such consent shall be wholly void.

        12.   Modification of Agreement. This Agreement may be modified by the parties hereto only by a written supplemental agreement executed by both parties.

        13.   Notice. Any notice required or permitted to be given hereunder shall be sufficient if in writing, and if sent by any nationally recognized courier service providing for receipt of delivery, registered or certified mail, postage prepaid, or by fax followed by such mail, addressed as follows:

If to Company:

Western Pacific Bancorp, Inc.
984 Carmen Court
San Marcos CA 92069
Attention: Dennis Lindeman

3

If to Consultant:

GRCAC, LLC
Co: Richard W. Grinyer, Managing Member
984 Carmen Court
San Marcos CA 92069

or to such other address as the parties hereto may specify, in writing, from time to time.

        14.   Mediation and Arbitration. The parties agree to mediate, in good faith, any claim arising hereunder and to refrain from pursuing arbitration hereunder until the parties have met with a mediator. The parties agree to select and mediate any claim or controversy within sixty (60) days of the date the claim or controversy accrues or first arises. The mediator shall be selected by the Company with the Consultant's consent, which may not be unreasonably withheld. The mediator shall be licensed to practice law in the State of California and be experienced in the arbitration of labor and employment disputes.

        The parties acknowledge and agree that any claim or controversy arising out of or relating to this Agreement, or the breach of this Agreement, or any other dispute arising out of or relating to the consulting relationship, shall be settled by final and binding arbitration in the City of San Diego, State of California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect on the date the claim or controversy arises. The parties further acknowledge and agree that either party must request arbitration of any claim or controversy within one hundred twenty (120) days of the date the claim or controversy accrues or first arises by giving written notice of the party's request for arbitration by certified U.S. mail or personal delivery. Notice shall be effective upon delivery or mailing. Failure to give notice of any claim or controversy within one hundred twenty (120) days shall constitute a waiver of the claim or controversy.

        All claims or controversies subject to arbitration shall be submitted to arbitration within one hundred eighty (180) days from the date the written notice of a request for arbitration is effective. All claims or controversies shall be resolved by a panel of three (3) arbitrators who are licensed to practice law in the State of California and who are experienced in the arbitration of labor and employment disputes. These arbitrators shall be selected in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect at the time the claim or controversy arises. Either party may request that the arbitration proceeding be stenographically or otherwise recorded by a Certified Shorthand Reporter. The arbitrators shall issue a written decision with respect to all claims or controversies within thirty (30) days from the date the claims or controversies are submitted to arbitration. The parties shall be entitled to be represented by legal counsel at any arbitration proceeding. The parties acknowledge and agree that each party will bear fifty percent (50%) of the cost of the arbitration proceeding. The parties shall be responsible for paying their own attorneys' fees and other costs, if any.

        The parties acknowledge and agree that the arbitration provisions set forth herein may be specifically enforced by either party, and submission to arbitration proceedings compelled, by any court of competent jurisdiction. The parties further acknowledge and agree that the decision of the arbitrators may be specifically enforced by either party in any court of competent jurisdiction.

        15.   Waiver of Breach. The waiver by either party of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

        16.   Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter of this Agreement, and supersedes any prior written or oral arrangements with respect to the Consultant's engagement by the Company.

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        17.   Successors, Binding Agreement. Subject to the restrictions on assignment contained herein, this Agreement shall inure to the benefit (including all rights to receive compensation earned hereunder prior to death or disability) of and be enforceable by the Consultant's personal or legal representatives, executors, administrators, heirs, distributees, devisees, and legatees.

        18.   Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

        19.   Applicable Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of California.

        19.   Headings. The headings of the paragraphs of this Agreement are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement.

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        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

GRCAC, LLC
/s/  RICHARD W. GRINYER Richard W. Grinyer, Managing Member
WESTERN PACIFIC BANCORP, INC.
By:	/s/  DENIS MORGAN Denis Morgan, Chairman Personnel Committee
By:	/s/  DENNIS LINDEMAN Dennis Lindeman, Chairman Executive Committee

6

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Exhibit 10.12

CONSULTING AGREEMENT

EX-10.13

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Exhibit 10.13

CONSULTING AGREEMENT

        This Agreement (this "Agreement") is entered into as of the 1st day of February, 2004 by and between Western Pacific Bancorp, Inc., a corporation organized under the laws of the State of California (the "Company"), and Colin M. Forkner an adult individual residing in the State of California (the "Consultant").

        The parties hereto agree as follows:

        1.     Engagement. The Company hereby engages the Consultant and the Consultant hereby agrees to render, at the request of the Company, independent advisory and consulting services for the Company in connection with the organization of the Company and its proposed banking subsidiary (the "Bank"), upon the terms and conditions hereinafter set forth.

        2.     Term. The term of this Agreement shall begin as of the date of this Agreement and shall terminate on the earlier of (i) December 31, 2004; (ii) the date on which the Bank receives (and satisfies all conditions to opening for business under) its authorization to commence its banking business (the "Certificate of Authority") from the Office of the Comptroller of the Currency and approval of Insurance of Accounts from the Federal Deposit Insurance Corporation; (iii) the date on which the Company advises the Consultant that it has abandoned its effort to obtain the Certificate of Authority; (iv) the date on which the Consultant receives written notice from the Company that it is terminating this Agreement "for cause" as hereafter defined; or (v) the death or disability of the Consultant (as used herein, the disability of the Consultant shall be deemed to have occurred when he has been unable to perform his services under this Agreement for a period of forty-five (45) consecutive days or the Consultant has made any claim under any disability insurance policy. As used herein, "for cause" shall be defined as follows: (i) the Consultant's failure to use diligent and good faith efforts to perform the services requested by the Company under this Agreement (which failure is not cured within five (5) days following written notice to the Consultant); (ii) the Consultant's willful misconduct or gross negligence in the performance of his services hereunder; (iii) the Consultant's conviction of a crime or involvement in any conduct which could, in the judgment of the Company, adversely impact on the reputation of the Company or the Bank or the prospects of the Bank receiving its Certificate of Authority; (iv) receipt by the Company of any notification from the Office of the Comptroller of the Currency or the Federal Deposit Insurance Corporation indicating that the Consultant would not be an acceptable candidate to be a Vice Chairman and Chief Executive Officer of the Bank.

        3.     Compensation. During the term of this Agreement, as compensation for all services rendered by the Consultant under this Agreement, the Company shall pay the Consultant the following amounts:

        (a)   Consulting Fee. The Company shall pay the consultant the sum of seven thousand eight hundred fifty dollars ($7,850) per month (prorated for any partial month), which shall be paid in arrears in two installments of three thousand nine hundred twenty five dollars ($3,925) each on the 15^th and 30^th day of each calendar month.

        (b)   Deductions. All such compensation shall be payable without deduction for federal income, social security, or state income taxes or any other amounts.

        (c)   Deferred Compensation. Unless this Agreement has been terminated or the term has ended pursuant to Paragraph 2 hereof, the Company shall cause the Bank, subject to and upon its opening for business to the public, to pay, in one lump sum, not later than thirty (30) days following its opening for business, an amount equal to five thousand eighty three and 33/100 dollars ($5,083.33) times the number of months of the term of this Agreement representing the accumulated difference of fees paid under this Agreement and the annualized amount of compensation, prorated for the term of this Agreement.

        (d)   Termination Payment. If, for any reason, other than a termination by the Company for Cause, the Company terminates this Agreement during its term and without the Employment Agreement referenced in Paragraph 10 of this Agreement becoming effective, Consultant will be entitled to receive a lump sum payment, payable on the date of termination, of not less than the greater of (i) one-half of the fees which would have been payable for the remaining term of this Agreement from the date of termination or (ii) $19,800.

        4.     Duties. The Consultant shall render services conscientiously and shall devote his full time, attention, efforts and abilities to the establishment of the Bank, including without limitation obtaining regulatory approvals, site development activities, personnel matters and capital raising activities, at such times during the term hereof and in such manner as reasonably requested by the Company, and performed at such places and at such times as are reasonably convenient to the Company and the Consultant. The Consultant shall observe all policies and directives promulgated from time to time by the Company's Board of Directors.

        5.     Expenses. The Consultant shall be reimbursed by the Company for all reasonable business expenses and which were incurred by the Consultant during the performance of his services hereunder; provided, any such reimbursement in excess of $500 in any month shall require the prior written approval of the Company's Board of Directors or a committee thereof; provided however that any expenses set forth in the organizational budget shall be deemed to be approved unless the Company's Board of Directors makes an express determination to the contrary prior to the time at which the expense is incurred. The Company's obligation to reimburse the Consultant pursuant to this paragraph shall be subject to the presentation to the Company's Board of Directors or a committee thereof by the Consultant of an itemized account of such expenditures, together with supporting vouchers, in accordance with any policies of the Company in effect from time to time.

        6.     Independent Contractor. It is expressly agreed that Consultant is acting as an independent contractor in performing services hereunder. The Company shall carry no worker's compensation insurance or any health or accident insurance to cover Consultant. The Company shall not pay any contributions to Social Security, unemployment insurance, federal or state withholding taxes, nor provide any other contributions or benefits which might be expected in an employee-employer relationship.

        7.     Covenant Not to Compete. The Consultant hereby acknowledges and recognizes the highly competitive nature of the Company's business and accordingly agrees that, during and for the period commencing with the date hereof and ending on the later of (i) December 31, 2004 or (ii) the termination, whether by the Company or the Consultant, of this Agreement, the Consultant will not, except as provided in Paragraph 4 hereof, directly or indirectly:

        (a)   engage in any business activity related to the business of banking or financial services, or the formation of any entity for the purpose of engaging in such a business (other than on behalf of the Company to the extent that the Consultant is then in the employ of or consulting for the Company), whether such engagement is as an officer, director, proprietor, employee, partner, member, investor (other than as a passive investor in less than one percent (1%) of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or other participant in another business,

        (b)   assist others in engaging in any of the business activities prohibited to the Consultant under clause (a) above, or

        (c)   induce employees of the Company to engage in any activities hereby prohibited to the Consultant or to terminate their employment.

        The term of this restriction shall be extended for a period of time equal to any period of time during which the Consultant violates or fails to observe the provisions of this paragraph.

2

        8.     No Disclosure of Confidential Information. The Consultant acknowledges that the Company's trade secrets and private processes, as they may exist from time to time, and confidential information concerning the formation and development of the Bank, the Bank's planned products, technical information regarding the Bank, and data concerning potential customers of and investors in the Bank are valuable, special, and unique assets of the Company, access to and knowledge of which are essential to the performance of the Consultant's duties under this Agreement. In light of the highly competitive nature of the industry in which the business of the Company is conducted, the Consultant further agrees that all knowledge and information described in the preceding sentence not in the public domain and heretofore or in the future obtained by the Consultant as a result of his engagement by the Company shall be considered confidential information. In recognition of this fact, the Consultant agrees that the Consultant will not, during or after the term of this Agreement, disclose any of such secrets, processes, or information to any person or other entity for any reason or purpose whatsoever, except as necessary in the performance of the Consultant's duties as a consultant to the Company and then only upon a written confidentiality agreement in such form and content as requested by the Company from time to time, nor shall Consultant make use of any of such secrets, processes or information for Consultant's own purposes or for the benefit of any person or other entity (except the Company and its subsidiaries, if any) under any circumstances during or after the term of this Agreement.

        9.     Remedies. The Consultant acknowledges and agrees that the Company's remedy at law for a breach or threatened breach of any of the provisions of Paragraphs 7 and 8 of this Agreement would be inadequate. In recognition thereof, if the Consultant breaches or threatens to breach any provision of Paragraphs 7 and 8 of this Agreement, the Company shall be entitled to equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available in addition to any of its remedies at law. Nothing herein shall prohibit the Company from pursuing any other right or remedy available to it for such breach or threatened breach.

        10.   Employment Agreement. The Consultant agrees to enter into, and the Company agrees to cause the Bank to enter into, an Employment Agreement having a term of not less than five years with the Consultant in form satisfactory to the Consultant and the Bank in their reasonable discretion, subject to the approval of such form by the Bank's primary regulators and modifications to such form as may be required by the regulators, which Employment Agreement shall be effective as of the date on which the Office of the Comptroller of the Currency issues the Certificate of Authority to the Bank and the Federal Deposit Insurance Corporation issues approval for Insurance of Accounts.

        11.   Assignment. This Agreement is a personal one, being entered into in reliance upon and in consideration of the personal skill and qualifications of Consultant. Consultant shall therefore not voluntarily or by operation of law assign or otherwise transfer the obligations incurred on its part pursuant to the terms of this Agreement without the prior written consent of Company. Any attempted assignment or transfer by Consultant of its obligations without such consent shall be wholly void.

        12.   Modification of Agreement. This Agreement may be modified by the parties hereto only by a written supplemental agreement executed by both parties.

        13.   Notice. Any notice required or permitted to be given hereunder shall be sufficient if in writing, and if sent by any nationally recognized courier service providing for receipt of delivery, registered or certified mail, postage prepaid, or by fax followed by such mail, addressed as follows:

If to Company:

Western Pacific Bancorp, Inc.
984 Carmen Court
San Marcos, CA 92069
Attention: Denis Morgan, Chairman Personnel Committee

3

If to Consultant:

Colin M. Forkner
7 Maritime Drive
Corona Del Mar CA 92625

or to such other address as the parties hereto may specify, in writing, from time to time.

        14.   Mediation and Arbitration. The parties agree to mediate, in good faith, any claim arising hereunder and to refrain from pursuing arbitration hereunder until the parties have met with a mediator. The parties agree to select and mediate any claim or controversy within sixty (60) days of the date the claim or controversy accrues or first arises. The mediator shall be selected by the Company with the Consultant's consent, which may not be unreasonably withheld. The mediator shall be licensed to practice law in the State of California and be experienced in the arbitration of labor and employment disputes.

        The parties acknowledge and agree that any claim or controversy arising out of or relating to this Agreement, or the breach of this Agreement, or any other dispute arising out of or relating to the consulting relationship, shall be settled by final and binding arbitration in the City of San Diego, State of California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect on the date the claim or controversy arises. The parties further acknowledge and agree that either party must request arbitration of any claim or controversy within one hundred twenty (120) days of the date the claim or controversy accrues or first arises by giving written notice of the party's request for arbitration by certified U.S. mail or personal delivery. Notice shall be effective upon delivery or mailing. Failure to give notice of any claim or controversy within one hundred twenty (120) days shall constitute a waiver of the claim or controversy.

        All claims or controversies subject to arbitration shall be submitted to arbitration within one hundred eighty (180) days from the date the written notice of a request for arbitration is effective. All claims or controversies shall be resolved by a panel of three (3) arbitrators who are licensed to practice law in the State of California and who are experienced in the arbitration of labor and employment disputes. These arbitrators shall be selected in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect at the time the claim or controversy arises. Either party may request that the arbitration proceeding be stenographically or otherwise recorded by a Certified Shorthand Reporter. The arbitrators shall issue a written decision with respect to all claims or controversies within thirty (30) days from the date the claims or controversies are submitted to arbitration. The parties shall be entitled to be represented by legal counsel at any arbitration proceeding. The parties acknowledge and agree that each party will bear fifty percent (50%) of the cost of the arbitration proceeding. The parties shall be responsible for paying their own attorneys' fees and other costs, if any.

        The parties acknowledge and agree that the arbitration provisions set forth herein may be specifically enforced by either party, and submission to arbitration proceedings compelled, by any court of competent jurisdiction. The parties further acknowledge and agree that the decision of the arbitrators may be specifically enforced by either party in any court of competent jurisdiction.

        15.   Waiver of Breach. The waiver by either party of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

        16.   Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter of this Agreement, and supersedes any prior written or oral arrangements with respect to the Consultant's engagement by the Company.

        17.   Successors, Binding Agreement. Subject to the restrictions on assignment contained herein, this Agreement shall inure to the benefit (including all rights to receive compensation earned hereunder

4

prior to death or disability) of and be enforceable by the Consultant's personal or legal representatives, executors, administrators, heirs, distributees, devisees, and legatees.

        18.   Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

        19.   Applicable Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of California.

        19.   Headings. The headings of the paragraphs of this Agreement are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement.

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        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

Colin M. Forkner
WESTERN PACIFIC BANCORP, INC.
By:
	Denis Morgan, Chairman Personnel Committee
By:
	Dennis Lindeman, Chairman Executive Committee

6

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Exhibit 10.13

CONSULTING AGREEMENT

EX-10.14

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Exhibit 10.14

CONSULTING AGREEMENT

        This Agreement (this "Agreement") is entered into as of the 1^st day of August 2004 by and between Western Pacific Bancorp, Inc., a corporation organized under the laws of the State of California (the "Company"), and Terry A. Stalk, an adult individual residing in the State of California (the "Consultant").

        The parties hereto agree as follows:

        1.     Engagement. The Company hereby engages the Consultant and the Consultant hereby agrees to render, at the request of the Company, independent advisory and consulting services for the Company in connection with the organization of the Company and its proposed banking subsidiary (the "Bank"), upon the terms and conditions hereinafter set forth.

        2.     Term. The term of this Agreement shall begin as of the date of this Agreement and shall terminate on the earlier of (i) December 31, 2004; (ii) the date on which the Bank receives (and satisfies all conditions to opening for business under) its authorization to commence its banking business (the "Certificate of Authority") from the Office of the Comptroller of the Currency and approval of Insurance of Accounts from the Federal Deposit Insurance Corporation; (iii) the date on which the Company advises the Consultant that it has abandoned its effort to obtain the Certificate of Authority; (iv) the date on which the Consultant receives written notice from the Company that it is terminating this Agreement "for cause" as hereafter defined; or (v) the death or disability of the Consultant (as used herein, the disability of the Consultant shall be deemed to have occurred when he has been unable to perform his services under this Agreement for a period of forty-five (45) consecutive days or the Consultant has made any claim under any disability insurance policy. As used herein, "for cause" shall be defined as follows: (i) the Consultant's failure to use diligent and good faith efforts to perform the services requested by the Company under this Agreement (which failure is not cured within five (5) days following written notice to the Consultant); (ii) the Consultant's willful misconduct or gross negligence in the performance of his services hereunder; (iii) the Consultant's conviction of a crime or involvement in any conduct which could, in the judgment of the Company, adversely impact on the reputation of the Company or the Bank or the prospects of the Bank receiving its Certificate of Authority; (iv) receipt by the Company of any notification from the Office of the Comptroller of the Currency or the Federal Deposit Insurance Corporation indicating that the Consultant would not be an acceptable candidate to be Executive Vice President and Chief Financial Officer of the Bank.

        3.     Compensation. During the term of this Agreement, as compensation for all services rendered by the Consultant under this Agreement, the Company shall pay the Consultant the following amounts:

        (a)   Consulting Fee. The Company shall pay the consultant the sum of six thousand dollars ($6,350) per month (prorated for any partial month), which shall be paid in arrears in two installments of three thousand dollars ($3,175) each on the 15^th and 30^th day of each calendar month.

        (b)   Deductions. All such compensation shall be payable without deduction for federal income, social security, or state income taxes or any other amounts.

        (c)   Deferred Compensation. Unless this Agreement has been terminated or the term has ended pursuant to Paragraph 2 hereof, the Company shall cause the Bank, subject to and upon its opening for business to the public, to pay, in one lump sum, not later than thirty (30) days following its opening for business, an amount equal to three thousand two hundred fifty dollars ($3,250.00) times the number of months of the term of this Agreement representing the accumulated difference of fees paid under this Agreement and the annualized amount of compensation, prorated for the term of this Agreement.

        (d)   Termination Payment. If, for any reason, other than a termination by the Company for Cause, the Company terminates this Agreement during its term and without the Employment Agreement referenced in Paragraph 10 of this Agreement becoming effective, Consultant will be entitled to receive a lump sum payment, payable on the date of termination, of not less than the greater of (i) one-half of the fees which would have been payable for the remaining term of this Agreement from the date of termination or (ii) $10,800.

        4.     Duties. The Consultant shall render services conscientiously and shall devote his full time, attention, efforts and abilities to the establishment of the Bank, including without limitation obtaining regulatory approvals, site development activities, personnel matters and capital raising activities, at such times during the term hereof and in such manner as reasonably requested by the Company, and performed at such places and at such times as are reasonably convenient to the Company and the Consultant. The Consultant shall observe all policies and directives promulgated from time to time by the Company's Board of Directors.

        5.     Expenses. The Consultant shall be reimbursed by the Company for all reasonable business expenses and which were incurred by the Consultant during the performance of his services hereunder; provided, any such reimbursement in excess of $250 in any month shall require the prior written approval of the Company's Board of Directors or a committee thereof; provided however that any expenses set forth in the organizational budget shall be deemed to be approved unless the Company's Board of Directors makes an express determination to the contrary prior to the time at which the expense is incurred. The Company's obligation to reimburse the Consultant pursuant to this paragraph shall be subject to the presentation to the Company's Board of Directors or a committee thereof by the Consultant of an itemized account of such expenditures, together with supporting vouchers, in accordance with any policies of the Company in effect from time to time.

        6.     Independent Contractor. It is expressly agreed that Consultant is acting as an independent contractor in performing services hereunder. The Company shall carry no worker's compensation insurance or any health or accident insurance to cover Consultant. The Company shall not pay any contributions to Social Security, unemployment insurance, federal or state withholding taxes, nor provide any other contributions or benefits which might be expected in an employer-employer relationship.

        7.     Covenant Not to Compete. The Consultant hereby acknowledges and recognizes the highly competitive nature of the Company's business and accordingly agrees that, during and for the period commencing with the date hereof and ending on the later of (i) December 31, 2004 or (ii) the termination, whether by the Company or the Consultant, of this Agreement, the Consultant will not, except as provided in Paragraph 4 hereof, directly or indirectly:

        (a)   engage in any business activity related to the business of banking or financial services, or the formation of any entity for the purpose of engaging in such a business (other than on behalf of the Company to the extent that the Consultant is then in the employ of or consulting for the Company), whether such engagement is as an officer, director, proprietor, employee, partner, member, investor (other than as a passive investor in less than one percent (1%) of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or other participant in another business,

        (b)   assist others in engaging in any of the business activities prohibited to the Consultant under clause (a) above, or

        (c)   induce employees of the Company to engage in any activities hereby prohibited to the Consultant or to terminate their employment.

        The term of this restriction shall be extended for a period of time equal to any period of time during which the Consultant violates or fails to observe the provisions of this paragraph.

2

        8.     No Disclosure of Confidential Information. The Consultant acknowledges that the Company's trade secrets and private processes, as they may exist from time to time, and confidential information concerning the formation and development of the Bank, the Bank's planned products, technical information regarding the Bank, and data concerning potential customers of and investors in the Bank are valuable, special, and unique assets of the Company, access to and knowledge of which are essential to the performance of the Consultant's duties under this Agreement. In light of the highly competitive nature of the industry in which the business of the Company is conducted, the Consultant further agrees that all knowledge and information described in the preceding sentence not in the public domain and heretofore or in the future obtained by the Consultant as a result of his engagement by the Company shall be considered confidential information. In recognition of this fact, the Consultant agrees that the Consultant will not, during or after the term of this Agreement, disclose any of such secrets, processes, or information to any person or other entity for any reason or purpose whatsoever, except as necessary in the performance of the Consultant's duties as a consultant to the Company and then only upon a written confidentiality agreement in such form and content as requested by the Company from time to time, nor shall Consultant make use of any of such secrets, processes or information for Consultant's own purposes or for the benefit of any person or other entity (except the Company and its subsidiaries, if any) under any circumstances during or after the term of this Agreement.

        9.     Remedies. The Consultant acknowledges and agrees that the Company's remedy at law for a breach or threatened breach of any of the provisions of Paragraphs 7 and 8 of this Agreement would be inadequate. In recognition thereof, if the Consultant breaches or threatens to breach any provision of Paragraphs 7 and 8 of this Agreement, the Company shall be entitled to equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available in addition to any of its remedies at law. Nothing herein shall prohibit the Company from pursuing any other right or remedy available to it for such breach or threatened breach.

        10.   Employment Agreement. The Consultant agrees to enter into, and the Company agrees to cause the Bank to enter into, an Employment Agreement having a term of not less than five years with the Consultant in form satisfactory to the Consultant and the Bank in their reasonable discretion, subject to the approval of such form by the Bank's primary regulators and modifications to such form as may be required by the regulators, which Employment Agreement shall be effective as of the date on which the Office of the Comptroller of the Currency issues the Certificate of Authority to the Bank and the Federal Deposit Insurance Corporation issues approval for Insurance of Accounts.

        11.   Assignment. This Agreement is a personal one, being entered into in reliance upon and in consideration of the personal skill and qualifications of Consultant. Consultant shall therefore not voluntarily or by operation of law assign or otherwise transfer the obligations incurred on its part pursuant to the terms of this Agreement without the prior written consent of Company. Any attempted assignment or transfer by Consultant of its obligations without such consent shall be wholly void.

        12.   Modification of Agreement. This Agreement may be modified by the parties hereto only by a written supplemental agreement executed by both parties.

        13.   Notice. Any notice required or permitted to be given hereunder shall be sufficient if in writing, and if sent by any nationally recognized courier service providing for receipt of delivery, registered or certified mail, postage prepaid, or by fax followed by such mail, addressed as follows:

If to Company:

Western Pacific Bancorp, Inc.
P.O. Box 5675
San Clemente CA 92674
Attention: Dennis Morgan
Chairman Personnel Committee

3

If to Consultant:

Terry A. Stalk
13233 Fiji Way, Unit B
Marina Del Rey, California 90292

or to such other address as the parties hereto may specify, in writing, from time to time.

        14.   Mediation and Arbitration. The parties agree to mediate, in good faith, any claim arising hereunder and to refrain from pursuing arbitration hereunder until the parties have met with a mediator. The parties agree to select and mediate any claim or controversy within sixty (60) days of the date the claim or controversy accrues or first arises. The mediator shall be selected by the Company with the Consultant's consent, which may not be unreasonably withheld. The mediator shall be licensed to practice law in the State of California and be experienced in the arbitration of labor and employment disputes.

        The parties acknowledge and agree that any claim or controversy arising out of or relating to this Agreement, or the breach of this Agreement, or any other dispute arising out of or relating to the consulting relationship, shall be settled by final and binding arbitration in the City of San Diego, State of California, in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect on the date the claim or controversy arises. The parties further acknowledge and agree that either party must request arbitration of any claim or controversy within one hundred twenty (120) days of the date the claim or controversy accrues or first arises by giving written notice of the party's request for arbitration by certified U.S. mail or personal delivery. Notice shall be effective upon delivery or mailing. Failure to give notice of any claim or controversy within one hundred twenty (120) days shall constitute a waiver of the claim or controversy.

        All claims or controversies subject to arbitration shall be submitted to arbitration within one hundred eighty (180) days from the date the written notice of a request for arbitration is effective. All claims or controversies shall be resolved by a panel of three (3) arbitrators who are licensed to practice law in the State of California and who are experienced in the arbitration of labor and employment disputes. These arbitrators shall be selected in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect at the time the claim or controversy arises. Either party may request that the arbitration proceeding be stenographically or otherwise recorded by a Certified Shorthand Reporter. The arbitrators shall issue a written decision with respect to all claims or controversies within thirty (30) days from the date the claims or controversies are submitted to arbitration. The parties shall be entitled to be represented by legal counsel at any arbitration proceeding. The parties acknowledge and agree that each party will bear fifty percent (50%) of the cost of the arbitration proceeding. The parties shall be responsible for paying their own attorneys' fees and other costs, if any.

        The parties acknowledge and agree that the arbitration provisions set forth herein may be specifically enforced by either party, and submission to arbitration proceedings compelled, by any court of competent jurisdiction. The parties further acknowledge and agree that the decision of the arbitrators may be specifically enforced by either party in any court of competent jurisdiction.

        15.   Waiver of Breach. The waiver by either party of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

        16.   Entire Agreement. This Agreement contains the entire agreement of the parties relating to the subject matter of this Agreement, and supersedes any prior written or oral arrangements with respect to the Consultant's engagement by the Company.

        17.   Successors, Binding Agreement. Subject to the restrictions on assignment contained herein, this Agreement shall inure to the benefit (including all rights to receive compensation earned hereunder

4

prior to death or disability) of and be enforceable by the Consultant's personal or legal representatives, executors, administrators, heirs, distributees, devisees, and legatees.

        18.   Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

        19.   Applicable Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of California.

        20.   Headings. The headings of the paragraphs of this Agreement are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement.

5

        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

/s/  TERRY A. STALK Terry A. Stalk
WESTERN PACIFIC BANCORP, INC.
By:	/s/  DENIS MORGAN Denis Morgan, Chairman Personnel Committee
By:	/s/  DENNIS LINDEMAN Dennis Lindeman, Chairman Executive Committee

6

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Exhibit 10.14

CONSULTING AGREEMENT

EX-10.15

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Exhibit 10.15

FIRST AMENDMENT TO
CONSULTING AGREEMENT

        THIS FIRST AMENDMENT TO CONSULTING AGREEMENT ("Amendment") is made and entered into as of this    day of August, 2004 by and between Pacific Coast National Bancorp ("Company") and Michael S. Hahn ("Consultant").

RECITALS

WHEREAS, the Company (formerly Western Pacific Bancorp, Inc.) and Consultant have entered into that certain Consulting Agreement, dated November 1, 2003, by and between such parties ("Agreement"), providing for the provision of consulting services by Consultant to Company; and

WHEREAS, the parties mutually desire to amend certain provisions of the Agreement, which each of the undersigned agrees provides an additional benefit to such person.

NOW, THEREFORE, in consideration of the foregoing, and the other promises, covenants and benefits set forth in this Amendment, the parties hereto agree as follows:

1.     Term. Section 2 of the Agreement shall be amended by substituting "June 30, 2005" for "December 31, 2004".

2.     Covenant Not to Compete. Section 7 of the Agreement shall be amended by substituting "June 30, 2005" for "December 31, 2004".

3.     Continuing Effect. Except as otherwise provided herein, all other terms and conditions of the Agreement shall remain in full force and effect.

4.     Multiple Counterparts. For the convenience of the parties hereto, this Amendment may be executed in multiple counterparts, each of which shall be deemed an original, and all counterparts hereof so executed by the parties hereto, whether or not such counterpart shall bear the execution of each of the parties hereto, shall be deemed to be, and shall be construed as, one and the same Amendment. A telecopy or facsimile transmission of a signed counterpart of this Amendment shall be sufficient to bind the party or parties whose signature(s) appear thereon.

5.     Definitions. Any term not defined in this Amendment shall have the meaning set forth in the Agreement.

[signature page follows]

[signature page to Amendment]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

PACIFIC COAST NATIONAL BANCORP
By:
	Denis Morgan, Chairman Personnel Committee
By:
	Dennis Lindeman, Chairman Executive Committee
CONSULTANT
Michael S. Hahn

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Exhibit 10.15

FIRST AMENDMENT TO CONSULTING AGREEMENT

EX-10.16

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Exhibit 10.16

FIRST AMENDMENT TO
CONSULTING AGREEMENT

        THIS FIRST AMENDMENT TO CONSULTING AGREEMENT ("Amendment") is made and entered into as of this    day of August, 2004 by and between Pacific Coast National Bancorp ("Company") and GRCAC, LLC ("Consultant").

RECITALS

WHEREAS, the Company (formerly Western Pacific Bancorp, Inc.) and Consultant have entered into that certain Consulting Agreement, dated November 1, 2003, by and between such parties ("Agreement"), providing for the provision of consulting services by Consultant to Company; and

WHEREAS, the parties mutually desire to amend certain provisions of the Agreement, which each of the undersigned agrees provides an additional benefit to such person.

NOW, THEREFORE, in consideration of the foregoing, and the other promises, covenants and benefits set forth in this Amendment, the parties hereto agree as follows:

1.     Term. Section 2 of the Agreement shall be amended by substituting "June 30, 2005" for "December 31, 2004".

2.     Covenant Not to Compete. Section 7 of the Agreement shall be amended by substituting "June 30, 2005" for "December 31, 2004".

3.     Continuing Effect. Except as otherwise provided herein, all other terms and conditions of the Agreement shall remain in full force and effect.

4.     Multiple Counterparts. For the convenience of the parties hereto, this Amendment may be executed in multiple counterparts, each of which shall be deemed an original, and all counterparts hereof so executed by the parties hereto, whether or not such counterpart shall bear the execution of each of the parties hereto, shall be deemed to be, and shall be construed as, one and the same Amendment. A telecopy or facsimile transmission of a signed counterpart of this Amendment shall be sufficient to bind the party or parties whose signature(s) appear thereon.

5.     Definitions. Any term not defined in this Amendment shall have the meaning set forth in the Agreement.

[signature page follows]

[signature page to Amendment]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

PACIFIC COAST NATIONAL BANCORP
By:
	Denis Morgan, Chairman Personnel Committee
By:
	Dennis Lindeman, Chairman Executive Committee
CONSULTANT
GRCAC, LLC
By:
	Richard W. Grinyer Managing Member

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Exhibit 10.16

FIRST AMENDMENT TO CONSULTING AGREEMENT

EX-10.17

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Exhibit 10.17

FIRST AMENDMENT TO
CONSULTING AGREEMENT

        THIS FIRST AMENDMENT TO CONSULTING AGREEMENT ("Amendment") is made and entered into as of this    day of August, 2004 by and between Pacific Coast National Bancorp ("Company") and Colin Forkner ("Consultant").

RECITALS

WHEREAS, the Company (formerly Western Pacific Bancorp, Inc.) and Consultant have entered into that certain Consulting Agreement, dated February 1, 2004, by and between such parties ("Agreement"), providing for the provision of consulting services by Consultant to Company; and

WHEREAS, the parties mutually desire to amend certain provisions of the Agreement, which each of the undersigned agrees provides an additional benefit to such person.

NOW, THEREFORE, in consideration of the foregoing, and the other promises, covenants and benefits set forth in this Amendment, the parties hereto agree as follows:

1.     Term. Section 2 of the Agreement shall be amended by substituting "June 30, 2005" for "December 31, 2004".

2.     Covenant Not to Compete. Section 7 of the Agreement shall be amended by substituting "June 30, 2005" for "December 31, 2004".

3.     Continuing Effect. Except as otherwise provided herein, all other terms and conditions of the Agreement shall remain in full force and effect.

4.     Multiple Counterparts. For the convenience of the parties hereto, this Amendment may be executed in multiple counterparts, each of which shall be deemed an original, and all counterparts hereof so executed by the parties hereto, whether or not such counterpart shall bear the execution of each of the parties hereto, shall be deemed to be, and shall be construed as, one and the same Amendment. A telecopy or facsimile transmission of a signed counterpart of this Amendment shall be sufficient to bind the party or parties whose signature(s) appear thereon.

5.     Definitions. Any term not defined in this Amendment shall have the meaning set forth in the Agreement.

[signature page follows]

[signature page to Amendment]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

PACIFIC COAST NATIONAL BANCORP
By:
	Denis Morgan, Chairman Personnel Committee
By:
	Dennis Lindeman, Chairman Executive Committee
CONSULTANT
Colin Forkner

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Exhibit 10.17

FIRST AMENDMENT TO CONSULTING AGREEMENT

EX-10.18

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Exhibit 10.18

FIRST AMENDMENT TO
CONSULTING AGREEMENT

        THIS FIRST AMENDMENT TO CONSULTING AGREEMENT ("Amendment") is made and entered into as of this    day of August, 2004 by and between Pacific Coast National Bancorp ("Company") and Terry A. Stalk ("Consultant").

RECITALS

WHEREAS, the Company (formerly Western Pacific Bancorp, Inc.) and Consultant have entered into that certain Consulting Agreement, dated August 1, 2004, by and between such parties ("Agreement"), providing for the provision of consulting services by Consultant to Company; and

WHEREAS, the parties mutually desire to amend certain provisions of the Agreement, which each of the undersigned agrees provides an additional benefit to such person.

NOW, THEREFORE, in consideration of the foregoing, and the other promises, covenants and benefits set forth in this Amendment, the parties hereto agree as follows:

1.     Term. Section 2 of the Agreement shall be amended by substituting "June 30, 2005" for "December 31, 2004".

2.     Covenant Not to Compete. Section 7 of the Agreement shall be amended by substituting "June 30, 2005" for "December 31, 2004".

3.     Continuing Effect. Except as otherwise provided herein, all other terms and conditions of the Agreement shall remain in full force and effect.

4.     Multiple Counterparts. For the convenience of the parties hereto, this Amendment may be executed in multiple counterparts, each of which shall be deemed an original, and all counterparts hereof so executed by the parties hereto, whether or not such counterpart shall bear the execution of each of the parties hereto, shall be deemed to be, and shall be construed as, one and the same Amendment. A telecopy or facsimile transmission of a signed counterpart of this Amendment shall be sufficient to bind the party or parties whose signature(s) appear thereon.

5.     Definitions. Any term not defined in this Amendment shall have the meaning set forth in the Agreement.

[signature page follows]

[signature page to Amendment]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above.

PACIFIC COAST NATIONAL BANCORP
By:
	Denis Morgan, Chairman Personnel Committee
By:
	Dennis Lindeman, Chairman Executive Committee
CONSULTANT
Terry A. Stalk

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Exhibit 10.18

FIRST AMENDMENT TO CONSULTING AGREEMENT

EX-23.1

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Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

        We hereby consent to the inclusion of our Independent Auditors' Report dated August 4, 2004 regarding the balance sheet of Pacific Coast National Bancorp (In Organization) as of June 30, 2004, and the related statements of operations, changes in shareholders' deficit, and cash flows for the period from July 2, 2003 (Inception) to June 30, 2004, in the Registration Statement and Prospectus, and to the use of our name as it appears under the caption "exports."

/s/ Vavrinek, Trine, Day & Co. LLP

Laguna Hills, California
August 13, 2004

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Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS