SB-2

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM SB-2

Registration Statement Under the Securities Act of 1933

PREMIER COMMERCIAL BANCORP

(Name of Small Business Issuer in its Charter)

California	33-0976007
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

2400 E. Katella Avenue Suite 125, Anaheim, California 92806; (714) 978-2400

(Address and Telephone Number of Principal Executive Offices)

2400 E. Katella Avenue Suite 125, Anaheim, California 92806

(Address of Principal Place of Business)

Kenneth J. Cosgrove, Chairman & Chief Executive Officer

2400 E. Katella Avenue Suite 125, Anaheim, California 92806 (714) 978-2400

(Name, Address and Telephone of Agent for Service)

Copies to:

Gary Steven Findley, Esq., Gary Steven Findley & Associates

1470 North Hundley Street, Anaheim, California 92806 (714) 630-7136

Approximate Date of Proposed Sale to the Public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ý

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 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, please check the following box. o

CALCULATION OF REGISTRATION FEE

Title of each Class		Proposed Maximum		Proposed Maximum
of Securities to	Amount to be	Offering Price		Aggregate		Amount of
be Registered	Registered(a)	Per Share		Offering Price (1)		Registration Fee
Common stock, no par value	727,272	$	22.00	$	15,999,984	$	1712.00

(1)Estimated pursuant to Rule 457 solely for the purpose of calculating the amount of the registration fee.

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, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.

PROSPECTUS

PREMIER COMMERCIAL BANCORP

727,272 Shares of Common Stock

Price per Share: $22.00

Minimum Subscription: 1,000 Shares

We are the bank holding company for Premier Commercial Bank, a national bank headquartered in Anaheim California. We are offering up to 727,272 shares of our common stock at a price of $22.00 per share. Prior to this offering there has been no established public trading market for our common stock. See “Offering” for a discussion of the factors considered in determining the initial public offering price. The market price of the shares after the offering may be higher or lower than the offering price.

Investing in our common stock involves risk. See “Risk Factors” beginning on page 4 to read about the factors you should consider before investing in our common stock.

We reserve the right to limit the number of shares that may be purchased in this offering by any person or entity, including record holders, such that no shareholder will be entitled to beneficially own, in the aggregate, more than 9.9% of the outstanding shares of our common stock following completion of the offering.

There is no aggregate minimum size of the offering, and there are no assurances that all or any shares of our common stock will be sold in the offering. There are no arrangements to place the subscription funds in an escrow, trust or similar account pending the completion of the offering. We may terminate this offering at any time at or prior to the completion of the sale of all 727,272 shares of our common stock, and accepted subscriptions are subject to cancellation in the event we should elect to cancel this offering in the entirety. The offering will terminate and expire on                     , 2006 unless earlier terminated or extended at the sole discretion of our board of directors.

	Per Share		Total
Public Offering Price	$	22.00	$	15,999,984.00
Underwriting Discounts and Commissions	0.00		0.00
Proceeds to Premier Commercial Bancorp	$	22.00	$	15,999,984.00

(1)This amount is the total before deducting legal, accounting, printing or other expenses of the offering payable by us, which are estimated at approximately $100,000.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Our shares of common stock are not savings accounts or savings deposits and are not insured by the FDIC or any other government agency. You may not use a loan from our subsidiary, Premier Commercial Bank to buy our stock, and you may not use our stock as collateral to secure a loan from Premier Commercial Bank.

This prospectus does not constitute an offer to sell or solicitation of an offer to buy any of the securities offered in any jurisdiction to any person to whom it is unlawful to make such offers or solicitation in such jurisdiction.

The date of this prospectus is                    , 2006

TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
RISK FACTORS	4
CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS	10
THE OFFERING	11
USE OF PROCEEDS	13
CAPITALIZATION	14
DILUTION	14
MARKET INFORMATION AND DIVIDEND POLICY AND RELATED MATTERS	16
BUSINESS	17
SELECTED FINANCIAL DATA	22
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	24
REGULATION AND SUPERVISION	38
LEGAL PROCEEDINGS	45
MANAGEMENT AND DIRECTORS	46
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS	48

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BENEFICIAL OWNERSHIP OF COMMON STOCK	53
DESCRIPTION OF CAPITAL STOCK	55
LEGAL MATTERS	55
EXPERTS	56
INDEMNIFICATION	56
AVAILABLE INFORMATION	57
INDEX TO FINANCIAL STATEMENTS	F-1

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus. Because this is a summary, it may not contain all of the information that may be important to you. Therefore, you should carefully read this entire prospectus and other documents to which we refer herein before making a decision to invest in our common stock, including the risks discussed under the “Risk Factors” section and our financial statements and related notes.

Who We Are

Premier Commercial Bancorp is a bank holding company headquartered in Anaheim, California. We have a single subsidiary, Premier Commercial Bank, that is a community bank under a national banking charter serving the Orange County banking market. Premier Commercial Bancorp in a one bank holding company reorganization acquired all of the outstanding shares of Premier Commercial Bank on June 30, 2004. Our principal executive office is located at 2400 East Katella Avenue Suite 125, Anaheim, California 92806. Our telephone number is (714) 978-2400.

Premier Commercial Bank opened for business on November 28, 2001 and operates from its head office in Anaheim, California. In addition, Premier Commercial Bank has two loan production offices located at 20501 Ventura Boulevard, Suite 255, Woodland Hills, California and 3707 E. Southern Avenue, Mesa, Arizona.

Premier Commercial Bank provides a full range of general commercial banking services, primarily catering to small to mid-size businesses and professional concerns, as well as to individuals residing in the greater Orange County banking market.

History and Recent Developments

The following is an outline of some of the significant events in our history to date:

•Premier Commercial Bank commenced operations on November 28, 2001 after having raised approximately $7.3 million in its initial stock offering.

•Premier Commercial Bank raised $2.5 million in new capital through the sale of 250,000 shares of common stock in 2003.

•Premier Commercial Bancorp became the holding company for Premier Commercial Bank on June 30, 2004.

•The issuance by Premier Commercial Bancorp through its trust subsidiary of $6 million in trust preferred securities in December 2004 and $3 million in trust preferred securities in December 2005, to allow Premier Commercial Bancorp to provide Premier Commercial Bank with additional capital.

•Premier Commercial Bancorp grew to $278 million in assets at December 31, 2005.

•Premier Commercial Bancorp had net income of $1.69 million for the year 2005.

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Performance Highlights

During the last three years, we have experienced significant asset growth, from $106 million at December 31, 2003 to $167 million at December 31, 2004 and $278 million at December 31, 2005. This growth has been the result of personal contacts made by our board and our staff, the professional affiliations of our managerial team members, and the banking experience of our core employee group. During this period, we focused on the selection, recruitment and retention of banking professionals, some of whom have over thirty years of banking knowledge and experience.

Our net income for the last three years was $923 thousand in 2003, $1.15 million in 2004 and $1.69 million in 2005.

We are a “community-oriented bank,” offering a wide range of personal consumer and commercial services expected of a locally owned and managed, independently operated financial organization. The holding company was formed to assist in providing additional capital for Premier Commercial Bank’s growth and the proposed establishment of a de novo bank in Arizona, as Arizona law does not allow an out-of-state bank to open a branch office in the state.

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THE OFFERING

Securities Offered	Up to 727,272 shares of our common stock, no par value.
Offering Price Per Share of Common Stock	$22.00 per share.
Offering Expiration Date	This offering will terminate on                         , 2006 unless extended, in our sole discretion.
Common Stock Outstanding	As of January 31, 2006, we had 1,823,547 shares of common stock outstanding. Assuming the sale of all 727,272 shares in this offering, we would have 2,550,819 shares of common stock outstanding upon the completion of the offering. These numbers exclude the 428,321 shares of common stock issuable upon the exercise of outstanding options issued under our stock option plan.
Minimum Subscription	1,000 shares
How to Subscribe	Complete the subscription agreement accompanying this prospectus and deliver it to Premier Commercial Bancorp on or before 5:00 p.m.                       , 2006 (unless this offering is terminated earlier or extended). The subscription agreement must be accompanied by full payment for all shares subscribed for by certified check, bank check, personal check, wire transfer or money order payable to the order of “Premier Commercial Bank—Premier Commercial Bancorp Stock Account.”
Anticipated Use of Capital	We will use the proceeds from this offering to establish and capitalize a new bank subsidiary in Arizona, for general corporate and working capital purposes, as well as to support future growth.

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Market for Shares	Our shares are not listed on any stock exchange or NASDAQ. Prior to this offering there has been no established public trading market for our common stock, and we do not expect that there will be an active public trading market after completion of this offering. The market price of the shares after the offering may be higher or lower than the offering price.
If You Have Questions Regarding the Offering:	Contact Viktor R. Uehlinger, EVP and Chief Financial Officer at Premier Commercial Bancorp at (714) 978-2400.

RISK FACTORS

In addition to the other information provided in this prospectus, you should carefully consider the following risks before deciding whether to invest in our common stock. Investing in our common stock involves risks. All of these could adversely impair our business, operating results or financial condition. In addition, the trading price of our common stock could decline due to any of the events described in these risks.

Risks Related to the Offering

The shares of our common stock and the use of the proceeds from such sale provide certain unique risks to the investor, including:

Management will have broad discretion as to the use of the proceeds received by us in this offering, and we may not use the proceeds effectively.

We plan to use $8,700,000 of the net proceeds from this offering for the organization of a de novo bank in Arizona. Our management will have broad discretion as to the application of the remaining net proceeds and could use them for purposes at their discretion. Our shareholders may not agree with the manner in which our management chooses to allocate and spend the net proceeds. Moreover, our management may use the net proceeds for corporate purposes that may not increase our market value or make us profitable.

One of the intended uses of proceeds of this offering is to implement our growth strategy, which includes expansion in the banking market in Arizona. We may not successfully implement our growth strategy and therefore, our intended use of proceeds from this offering may not result in an increase in your market value and profitability.

One of the principal reasons for our raising the capital in this offering is to use part of the net proceeds to establish a new bank in Arizona. If we are not successful in our strategy of opening new branches or organizing new banks and/or acquisitions of other financial institutions, our market value and profitability may suffer.

There has been no prior active market for our common stock and our stock price may trade below the public offering price.

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Prior to this offering, there has been no established public market for our common stock. The offering price for our common stock in this offering has been determined by our board of directors. Among the factors used by our board of directors to determine the offering price of our common stock were the prevailing market conditions, our historical performance, estimates regarding our business potential and earnings prospects, an assessment of our management and these factors in relation to the market value of companies in our industry. The public offering price of our common stock may bear no relationship to the price at which our common stock will trade upon completion of this offering. You may not be able to resell your shares at or above the initial public offering price.

Investors in this offering will experience substantial dilution in the book value of your shares immediately following this offering.

Investors purchasing shares of our common stock in this offering will pay more for their shares than the amount paid by existing shareholders who acquired shares prior to this offering. If you purchase common stock in this offering, you will incur immediate dilution in pro forma book value of approximately $10.99 per share, based on the initial public offering price of $22.00 per share. If the holders of outstanding stock options exercise those options, you will incur further dilution. For more information, see “Dilution.”

No active public trading market is expected to exist after this offering.

Our common stock is not listed on any stock exchange or NASDAQ, and we do not intend to list our common stock on any exchange or NASDAQ after the offering. In addition, we estimate that following this offering, approximately 26.5% of our outstanding common stock will be owned by our executive officers and directors.

Risks Related to Premier Commercial Bancorp

Our high concentration of real estate loans expose us to increased lending risks, especially in the event of a recession or natural disaster.

Our loan portfolio is strongly concentrated in real estate loans, both commercial and residential. As of December 31, 2005, 84.4% of our loan portfolio was concentrated in real estate loans. In addition, we have many commercial loans to businesses in the construction and real estate industry. There has been a relatively rapid increase in real estate values in our market area in recent years, and the occurrence of a real estate recession affecting our market areas would likely reduce the security for many of our loans and adversely affect the ability of many of our borrowers to repay their loan from us. Therefore, our financial condition may be adversely affected by a decline in the value of the real estate securing our loans. In addition, acts of nature, including earthquakes, fires and floods, which may cause uninsured damage and other loss of value to real estate that secures these loans, may also negatively impact our financial condition.

Deterioration of local economic conditions could hurt our profitability.

Our operations are primarily located in Southern California and are concentrated in Orange County and surrounding areas. As a result of this geographic concentration, our financial results depend largely upon economic conditions in these areas. The local economy relies heavily on real estate, professional and business services, manufacturing, trade and tourism. A significant downturn such as that experienced after the September 11, 2001 tragedy in any or all of these industries could

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result in a decline in the local economy in general, which could in turn negatively impact us. Poor economic conditions could cause us to incur losses associated with higher default rates and decreased collateral values in our loan portfolio. Also, if there were significant recessionary conditions in our market area, our financial condition would be negatively impacted.

Our growth and expansion strategy may not prove to be successful and our market value and profitability may suffer.

We currently intend to establish a new bank in Arizona. No assurance can be given that we will be able to successfully establish and operate a new bank in Arizona. Also, we plan to grow our California operations, however our ability to manage any such growth will depend primarily on our ability to attract and retain qualified personnel, monitor operations, maintain earnings and control costs. We expect to continue to grow our assets and deposits, the products and services which we offer and the scale of our operations, generally. Our ability to manage our growth successfully will depend on our ability to maintain cost controls and asset quality while attracting additional loans and deposits on favorable terms. If we grow too quickly and are not able to control costs and maintain asset quality, this rapid growth could materially adversely affect our financial performance.

The organization of a new bank in Arizona carries with it numerous risks, including the following:

•the inability to obtain all required regulatory approvals;

•significant costs and anticipated operating losses during the application and organizational phases, and the first years of operation of the new bank;

•the inability to secure the services of qualified senior management;

•the local market may not accept the services of a new bank owned and managed by a bank holding company headquartered outside of the market area of the new bank;

•the inability to obtain attractive location within a new market at a reasonable cost; and

•the additional strain on management resources and internal systems and controls.

We cannot assure you that we will be successful in overcoming these risks or any other problems encountered in connection with the organization and operation of a new bank in Arizona. Our inability to overcome these risks could have an adverse effect on our ability to achieve our business strategy and maintain our market value and profitability growth.

Our future successful growth will depend on the ability of our officers and other key employees to continue to implement and improve our operational, credit, financial, management and other internal risk controls and processes and our reporting systems and procedures, and to manage a growing number of client relationships. We may not successfully implement improvements to our management information and control systems and control procedures and processes in an efficient or timely manner and may discover deficiencies in existing systems and controls. In particular, our controls and procedures must be able to accommodate an increase in expected loan volume and the infrastructure that comes with growth. Thus, our growth strategy may divert management from our existing businesses and may require us to incur additional expenditures to expand our administrative and operational infrastructure. If we are unable to manage future expansion in our operations, we may experience compliance and operational problems, have to slow the pace of growth, or have to incur additional expenditures beyond current projections to support such growth, any one of which could adversely affect our business.

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Loss of any of our executive officers or key personnel could be damaging to us.

We depend upon the skills and reputations of our executive officers and key employees for our future success. The loss of any of these key persons or the inability to attract and retain other key personnel could adversely affect our business. We cannot assure you that we will be able to retain our existing key personnel or attract other qualified persons. All of our current executive officers have been with us since Premier Commercial Bank’s inception.

Our performance is subject to interest rate risk.

Our operations are significantly influenced by general economic conditions and by the related monetary and fiscal policies of the federal government. Deposit flows and the cost of funds are influenced by interest rates of competing investments and general market rates of interest. Lending activities are affected by the demand for loans, which in turn is affected by the interest rates at which such financing may be offered and by other factors affecting the availability of funds.

Our operations are substantially dependent on our net interest income, which is the difference between the interest income received from our interest-earning assets and the interest expense incurred in connection with our interest-bearing liabilities. To reduce exposure to interest rate fluctuations, we seek to manage the balances of our interest sensitive assets and liabilities, and maintain the maturity and repricing of these assets and liabilities at appropriate levels. A mismatch between the amount of rate sensitive assets and rate sensitive liabilities in any time period is referred to as a “gap.”  Generally, if rate sensitive assets exceed rate sensitive liabilities, the net interest margin will be positively impacted during a rising rate environment and negatively impacted during a declining rate environment. When rate sensitive liabilities exceed rate sensitive assets, the net interest margin will generally be positively impacted during a declining rate environment and negatively impacted during a rising rate environment.

Increases in the level of interest rates may reduce the amount of loans originated by us, and, thus, the amount of loan and commitment fees, as well as the value of our investment securities and other interest-earning assets. Moreover, fluctuations in interest rates also can result in disintermediation, which is the flow of funds away from depository institutions into direct investments, such as corporate securities and other investment vehicles which, because of the absence of federal deposit insurance, generally pay higher rates of return than depository institutions.

We could experience loan losses which exceed our allowance for loan losses.

The risk of credit losses on loans varies with, among other things, general economic conditions, the type of loan being made, the creditworthiness of the borrower, and, in the case of a collateralized loan, the value and marketability of the collateral. We maintain an allowance for loan losses based upon, among other things, historical experience, an evaluation of economic conditions and regular reviews of delinquencies and loan portfolio quality. Based upon such factors, we make various assumptions and determinations about the ultimate collectibility of our loan portfolio and provide an allowance for losses based upon a percentage of the outstanding balances and for specific loans where their collectibility is considered to be questionable.

As of December 31, 2005, our allowance for loan losses was approximately $1.89 million representing 1.03% of gross outstanding loans. Although we believe that this allowance is adequate, we can give no assurance that it will be sufficient to cover future loan losses. Although we use the

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best information available to make our determinations with respect to this allowance, future adjustments may be necessary if economic conditions change substantially from the assumptions used or if negative developments occur with respect to non-performing or performing loans. If our assumptions or conclusions prove to be incorrect and the allowance for loan losses is not adequate to absorb future losses, or if bank regulatory agencies require us to increase our allowance, our earnings and potentially even our capital could be significantly and adversely impacted.

We face strong competition which may adversely affect our operating results.

In recent years, competition for bank customers, the source of deposits and loans, has greatly intensified. This competition includes:

•large national and super-regional banks which have well-established branches and significant market share in many of the communities we serve;

•finance companies, investment banking and brokerage firms, and insurance companies that offer bank-like products;

•credit unions, which can offer highly competitive rates on loans and deposits because they receive tax advantages not available to commercial banks;

•other community banks, including start-up banks, that can compete with us for customers who desire a high degree of personal service; and

•technology-based financial institutions including large national and super-regional banks offering on-line deposit, bill payment, and mortgage loan application services.

Some of the financial services organizations with which we compete are not subject to the same degree of regulation as is imposed on bank holding companies and federally insured financial institutions. As a result, these nonbank competitors have certain advantages over us in accessing funding and in providing various services.

By virtue of their larger capital, major banks have substantially larger lending limits then we have and can perform certain functions for their customers which we are not equipped to offer directly, such as trust and international services. Many of these also operate with “economies of scale” which result in lower operating costs than ours on a per loan or per asset basis.

Other existing single or multi-branch community banks, or new community bank start-ups, have marketing strategies similar to ours. These other community banks can open new branches in the communities we serve and compete directly for customers who want the high level of service community banks offer. Other community banks also compete for the same management personnel and the same potential acquisition and merger candidates. Ultimately, competition can drive down our interest margins and reduce our profitability, as well as make it more difficult to increase the size of our loan portfolio and deposit base. See “BUSINESS - - Competition.”

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We do not expect to pay any cash dividends in the foreseeable future.

We have not paid any cash dividends to date, nor did Premier Commercial Bank prior to our acquisition of it. We currently maintain, and plan to continue to maintain, a policy of using our capital and earnings to finance growth and operations. For the foreseeable future, we expect to retain all or the vast majority of our earnings rather than distribute them to shareholders in the form of cash dividends. However, we may consider such distributions in the future, but do not currently expect any such dividends to be significant. We are a legal entity separate from Premier Commercial Bank. The right of Premier Commercial Bancorp to participate in any distribution of earnings or assets of Premier Commercial Bank is subject to the prior claims of creditors of the bank. Under federal banking law, a subsidiary is limited in the amount of dividends it may pay to its parent without prior regulatory approval. Also, bank regulators have the authority to prohibit a subsidiary from paying dividends if the bank regulators determine that such subsidiary is in an unsafe or unsound condition or that the payment would be an unsafe and unsound bank practice.

Our future growth may be hindered if we do not raise additional capital.

Banks and bank holding companies are required to meet capital adequacy guidelines and maintain their capital to specified percentages of their assets. See “REGULATION AND SUPERVISION — Capital Adequacy Requirements.”  A failure to meet these guidelines will limit our ability to grow and could result in banking regulators requiring us to increase our capital or reduce our assets. Therefore, in order for us to continue to increase our assets and net income, we may be required from time to time to raise additional capital. We cannot assure that such capital will be available or, if it is, that it will be available on reasonable terms. Any such future capital raising may include the sale of additional securities, which could have a dilutive effect on the earnings per share and book value of per share for our stockholders prior to that offering. We have recently incurred short-term debt in order to maintain our capital adequacy and we may need to continue to do so in the future. Adequate funding sources for such borrowing may not be available in the future which would cause us to fall below the required capital ratios. In such an event, the Office of the Comptroller of the Currency may proceed with regulatory actions and Premier Commercial Bank may be required to reduce its asset base in order to comply with the capital guidelines until such time as borrowings become available or an additional offering is successfully completed.

If we lost a significant portion of our low-cost deposits, it would negatively impact our profitability.

Our profitability depends in part on our success in attracting and retaining a stable base of low-cost deposits. During 2005, our average deposit base was comprised of 43% noninterest-bearing deposits, of which 26% consisted of title company deposits held in two title and escrow accounts, 72% consisted of other business deposits and 2% consisted of consumer deposits. If we lost a significant portion of these low-cost deposits, it would negatively impact our profitability. We consider these deposits to be core deposits. While we generally do not believe these deposits are sensitive to interest-rate fluctuations, the competition for these deposits in our markets is strong and if we lost a significant portion of these low-cost deposits, it would negatively affect our profitability.

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Some of our loans have been made recently, and in certain circumstances there is limited repayment history against which we can fully assess the adequacy of our allowance for loan losses. If our allowance for loan losses is not adequate to cover actual loan losses, our earnings will decrease.

The risk of nonpayment of loans is inherent in all lending activities, and nonpayment, if it occurs, may negatively impact our earnings and overall financial condition, as well as the value of our common stock. Also, many of our loans have been made over the last three years and in certain circumstances there is limited repayment history against which we can fully assess the adequacy of our allowance for loan losses. We make various assumptions and judgments about the collectibility of our loan portfolio and provide an allowance for probable losses based on several factors. If our assumptions are wrong, our allowance for loan losses may not be sufficient to cover our losses, which would have an adverse effect on our operating results. Additions to our allowance for loan losses decrease our net income. While we have not experienced any significant charge-offs or had large numbers of nonperforming loans, due to the significant increase in loans originated during this period, we cannot assure you that we will not experience an increase in delinquencies and losses as these loans continue to mature. The actual amount of future provisions for loan losses cannot be determined at this time and may exceed the amounts of past provisions.

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this prospectus constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward looking statements by terms such as “may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or the negative of these terms or other comparable terminology.

The forward-looking statements contained in this prospectus reflect our current views about future events and financial performance and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause our actual results to differ significantly from historical results and those expressed in any forward-looking statement, including those risks discussed under the heading “Risk Factors” in this prospectus. Some factors that could cause actual results to differ materially from historical or expected results include:

•changes in general economic conditions, either nationally or locally in the areas in which we conduct or will conduct our business;

•inflation, interest rate, market and monetary fluctuations;

•the inability to obtain the regulatory approvals for the proposed new bank in Arizona on acceptable terms, on the anticipated schedule or at all;

•risks associated with our growth and expansion strategy and related costs;

•increased lending risks associated with our high concentration of real loans;

•increases in competitive pressures among financial institutions and businesses offering similar products and services;

•higher defaults on our loan portfolio than we expect;

•changes in management’s estimate of the adequacy of the allowance for loan losses;

•legislative or regulatory changes or changes in accounting principles, policies or guidelines;

•management’s estimates and projections of interest rates and interest rate policy;

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•the execution of our business plan; and

•other factors affecting the financial services industry generally or the banking industry in particular.

For more information regarding risks that may cause our actual results to differ materially from any forward-looking statements, see “Risk Factors.”  We do not intend and disclaim any duty or obligation to update or revise any industry information or forward-looking statements set forth in this prospectus to reflect new information, future events or otherwise, except as may be required by the securities laws.

THE OFFERING

General

We are hereby offering for sale up to 727,272 shares of our no par value common stock at a price of $22.00 per share for an aggregate offering of up to $15,999,984. Subscribers must purchase a minimum of 1,000 shares for a total purchase price of $22,000. We reserve the right to limit the number of shares that may be purchased by any person or entity, including record holders, such that no shareholder will be entitled to beneficially own, in the aggregate, more than 9.9% of the outstanding shares of our common stock after completion of this offering. We also reserve the right to reject any subscription, in whole or in part, in our sole discretion.

In the event we reject all or a portion of a requested subscription, we will promptly refund to the subscriber all, or the appropriate portion, of the amount remitted with the subscription agreement, plus any interest actually earned thereon. We will decide which subscriptions to accept, and will mail all appropriate refunds, no later than 30 days following the expiration of the offering, when and as extended.

It is our intention to issue shares as subscription agreements are accepted, which may be prior to the expiration date of the offering. Therefore, there is no minimum number of shares that will be issued in this offering.

We are offering these shares through our directors and officers, who will not be separately compensated in connection with their procurement of subscriptions, but who will be reimbursed for any reasonable out-of-pocket expenses incurred in connection with the offering.

Subscription Intentions of Our Officers and Directors

Our officers and directors, along with the officers and directors of Premier Commercial Bank, intend to purchase an aggregate of 218,000 shares, which would represent approximately 30% of this offering if the maximum 727,272 shares are sold.

Method of Subscription

1.Complete and sign the subscription agreement which accompanies this prospectus;

2.Make full payment of the entire purchase price for the shares subscribed for in U.S. currency by certified check, bank check, personal check or money order payable to

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“Premier Commercial Bank — Premier Commercial Bancorp Stock Account.”  You may also wire the funds as set forth below;

3.Deliver the subscription agreement, along with the payment described above, to Premier Commercial Bancorp at the following address:

Premier Commercial Bancorp

Attn: Viktor Uehlinger

2400 E. Katella Avenue Suite 125

Anaheim, California 92806

4.If you wish to submit your funds by wire transfer, you should deliver your subscription agreement as set forth above and wire transfer your funds to:

Premier Commercial Bank

ABA No. 122243350

Attention:  The Premier Commercial Bancorp
Account 1005479

If you have questions on completing the subscription agreement or the submission of the purchase price, you should contact Viktor Uehlinger,  (714) 978-2400.

The full subscription price for the shares must be remitted with the subscription agreement in order to constitute a valid subscription offer. The subscription price consists of the number of shares you wish to purchase multiplied by $22.00.

Failure to include either the subscription agreement or the full purchase price will give Premier Commercial Bancorp the right to reject your subscription.

The subscription price will be deemed to have been received by us only upon (i) clearance of any uncertified check, (ii) receipt by us of any certified check or cashier’s check drawn upon a U.S. bank , or (iii) receipt of collected funds in the stock offering account designated above. Funds paid by uncertified business or personal check may take at least five business days to clear. Accordingly, you are urged to make payment sufficiently in advance of the expiration of offering to ensure that such payment is received and clears by such date. We urge you to consider using an alternative payment by means of certified check, bank draft, money order or wire transfer of funds.

Once the subscription agreement has been delivered to us, such subscription may not be revoked by the subscriber.

Expiration Date

We will accept subscriptions until 5:00 p.m. Pacific time on                   , 2006 unless the offering is fully subscribed before that date or we close the offering, and, in either event, the offering may be closed without further notice. The expiration date may also be extended without notice to a date not later than                 , 2006. Any such extension shall not affect the rights of those who have already subscribed.

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USE OF PROCEEDS

If the offering is consummated and the maximum number of shares are sold, the net proceeds from the sale of 727,272 shares, sold at $22.00 per share, are estimated to be approximately $15.9 million, net of estimated offering expenses of $100,000, assuming all 727,272 shares are sold in the offering. We intend to use $8.7 million of the net proceeds from this offering to establish and capitalize a new bank subsidiary in Arizona and use the remainder for general corporate and working capital purposes and to support future growth.

Premier Commercial Bancorp has entered into a memorandum of understanding with the proposed executive officers for the proposed Arizona bank, Steven Ellsworth and Kevin Stevenson, regarding the formation and capitalization of a new Arizona bank subsidiary. Under the terms of the memorandum, the proposed Arizona bank will be capitalized for $10,000,000 with Premier Commercial Bancorp, Ellsworth and Stevenson as the only shareholders. Premier Commercial Bancorp will contribute $8,700,000 and will receive 870,000 shares of the proposed Arizona bank’s common stock. Mr. Ellsworth will contribute $750,000 and will receive 37,500 units, with each unit consisting of 2.5 shares of the proposed Arizona bank’s common stock and a warrant to purchase one additional share of the proposed Arizona bank’s common stock. Mr. Ellsworth’s reduced price of an effective $8.00 per share is to compensate him for the loss of income he suffered as a result of his leaving his former employer to join Premier Commercial Bancorp in the organization of the proposed Arizona bank. Mr. Stevenson will contribute $550,000 and will receive 27,500 units, with each unit consisting of 2 shares of the Arizona bank’s common stock and a warrant to purchase one additional share of the proposed Arizona bank’s common stock. The memorandum also provides that the warrants for Ellsworth and Stevenson will be exercisable during a term of five years at a price equal to the higher of 1.5 times the book value of the proposed Arizona bank at the time of the exercise of the warrant or an annual increasing price over the five-year term between $15.00 and $20.00. These warrants will vest immediately, not be transferable and would be forfeited prior to exercise if Mr. Ellsworth or Mr. Stevenson resign from the proposed Arizona bank or they are terminated for cause.

The remainder will be held for working capital and placed into investments which are not inconsistent with the investment policy of Premier Commercial Bank at the time of the investment. These funds, could, in the future, be used for the partial funding of growth, as described below; or additionally downstreamed to Premier Commercial Bank to address any further capital needs, although no such determination as to these particular uses has been made at this time, and these potential uses of the proceeds are subject to change.

The following table summarizes the anticipated use of the net proceeds from this offering:

			Percentage of
(Dollars in millions)	Amount		Net Proceeds
Establish and capitalize a new Arizona bank subsidiary	$	8.7	54.7	%
Working capital for Premier Commercial Bancorp	7.2		45.3	%
	$	15.9	100.0	%

Application has been made with the Office of the Comptroller of the Currency and Federal Reserve Board of Governors for the establishment and capitalization of a new bank subsidiary in Arizona. Those proceeds received by Premier Commercial Bank will be used for general and

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corporate working capital purposes, which may include the repurchase of loan participations previously sold to other financial institutions, funding for new loans and to support future growth.

CAPITALIZATION

The following table sets forth our consolidated capitalization at December 31, 2005 and the pro forma consolidated capitalization at such date, as adjusted to give effect to the sale of 727,272 shares at $22.00 per share. This table should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and notes thereto included in this prospectus.

				As of December 31, 2005(1)
				Pro Forma, As Adjusted
				Assuming the Sale
				Of 727,272 Shares at
(Dollars in thousands)	Actual			$22.00 per share
Common stock, no par value, 10,000,000 shares authorized, 1,823,547 shares issued and outstanding; 2,550,819 shares to be issued and outstanding after completion of the offering;	$	9,808		$	25,708
Retained earnings	2,691			2,691
Accumulated other comprehensive income (loss)	(322		)	(322		)
Total stockholders’ equity	$	12,177		$	28,077
Book value per share(2)	$	6.68		$	11.01
Capital Ratios:(3)
Tier 1 leverage ratio	6.80		%	13.20		%
Tier 1 capital to risk-weighted assets	7.20		%	13.90		%
Total capital to risk-weighted assets	10.20		%	16.90		%

(1)This table excludes 428,321 shares of common stock issuable upon exercise of outstanding options, at an average exercise price of $5.40 per share.

(2)Actual book value per share equals total stockholders’ equity of $12,177,000 divided by 1,823,547 shares issued and outstanding at December 31, 2005. Book value per share as adjusted equals total stockholders’ equity of $28,077,000 (assuming net proceeds of this offering of $15,900,000) divided by 2,550,819 shares (assuming issuance and sale of 727,272 shares).

(3)These ratios are explained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations B Capital Resources” and “Regulation and Supervision.”

DILUTION

Our unaudited net book value on December 31, 2005 was $12,177,000 or $6.68 per share. Book value per share represents the amount of our total assets reduced by total liabilities and divided by the number of shares of our common stock outstanding. Giving effect to the sale of all 727,272 shares offered, the net book value will be $28,077,000 or $11.01 per share, resulting in an immediate increase to existing shareholders in net book value of $4.33 per share and an immediate dilution to

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the investors in this offering of $10.99 per share. “Dilution” means the difference between the net book value before this offering and after giving effect to this offering.

The following table illustrates this per share dilution.

	Assuming all
	727,272 shares are sold
Offering price per share	$	22.00
Net book value per share as of December 31, 2005	$	6.68
Pro forma net book value per share after the offering	$	11.01
Increase in net book value per share to existing shareholders	$	4.33
Dilution of net book value per share to current subscribers	$	10.99

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MARKET INFORMATION AND DIVIDEND POLICY

AND RELATED MATTERS

Trading History

Premier Commercial Bancorp common stock is not listed on any exchange nor is it listed with the National Association of gSecurities Dealers Automated Quotation (“NASDAQ”). Premier Commercial Bancorp common stock is traded on the OTC Bulletin Board under the trading symbol “PCBP.OB.” There is no established trading market for shares of Premier Commercial Bancorp common stock.

The following table summarizes for the periods indicated those trades of which management has knowledge, setting forth the approximate sales prices of which management is aware.

	Sales Price of
	Premier Commercial
	Bancorp Common Stock(1)
Quarter	High		Low
2004
1st Quarter	$	16.00	$	11.60
2nd Quarter	$	14.08	$	12.16
3rd Quarter	$	19.20	$	19.20
4th Quarter	$	20.16	$	19.20
2005
1st Quarter	$	20.40	$	15.84
2nd Quarter	$	18.40	$	17.60
3rd Quarter	$	19.20	$	16.00
4th Quarter	$	20.00	$	17.40

(1)As adjusted for the 5-for-4 stock splits effected January 19, 2005 and February 1, 2006.

The last known trade of Premier Commercial Bancorp common stock of which Premier Commercial Bancorp is aware was on March 27, 2006, consisting of 100 shares at $23.00 per share. Potential investors are urged to obtain current market quotations for shares of Premier Commercial Bancorp Common Stock. Information concerning current market quotations can be obtained by calling Troy Norlander, The Seidler Companies Incorporated at (800) 288-2811 or William Notrica, RBC Dain Rauscher at (888) 720-8917.

Holders

On December 31, 2005, we had approximately 183 shareholders of record of our common stock.

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Dividends

As a bank holding company which currently has no significant assets other than our 100% ownership of Premier Commercial Bank, our ability to pay cash dividends depends upon the dividends we receive from Premier Commercial Bank. The dividend practice of Premier Commercial Bank, like our dividend practice, will depend upon its earnings, financial condition and other relevant factors, including applicable regulatory orders and restrictions with respect to dividends.

Premier Commercial Bank’s ability to pay cash dividends to us is also subject to certain legal limitations, and it is currently unable to pay cash dividends. Under national banking law, no national bank may pay dividends from its capital; all dividends must be paid out of net profits then on hand, after deducting expenses including losses and bad debts. The payment of dividends out of the net profits of a national bank is further prohibited from declaring a dividend on its shares of common stock until the bank’s surplus fund equals the amount of the bank’s capital stock, or if the surplus fund does not equal the amount of capital stock, until one-tenth of the bank’s net profits of the preceding half-year in the case of quarterly or semi-annual dividends, or the preceding two consecutive half-year periods, are transferred to the surplus fund before each dividend is declared. In addition, the approval of the Comptroller of the Currency is required if the total of all dividends declared by the bank in any calendar year exceeds the total of its net profits of that year combined with its net profits of the two preceding years, less any required transfers to surplus or a fund for the retirement of any preferred stock. The Office of the Comptroller of the Currency has also adopted guidelines to be considered by a national bank in determining the payment of dividends. Under these guidelines a national bank is to evaluate its capital position, its maintenance of an adequate allowance for loan and lease losses, and to review or develop a comprehensive capital plan, complete with financial projections, budgets and dividend guidelines. Finally, the Office of the Comptroller of the Currency may prohibit the payment of any dividend which would constitute an unsafe and unsound banking practice.

Shareholders are entitled to receive dividends only when and if declared by our board of directors and we have no intention to pay cash dividends in the foreseeable future. Instead, any earnings which may be generated will be retained for the purpose of increasing  our capital and reserves in order to facilitate growth.

Since inception, we have paid no cash dividends and have had two 5-for-4 stock splits effective as of January 19, 2005 and February 1, 2006.

BUSINESS

Premier Commercial Bancorp

Premier Commercial Bancorp is a bank holding company incorporated in California on March 25, 2004 and registered under the Bank Holding Company Act of 1956, as amended. We conduct operations through our sole subsidiary, Premier Commercial Bank, a national bank. We and Premier Commercial Bank are both headquartered in Anaheim, California at 2400 E. Katella Avenue. We acquired all of the outstanding shares of Premier Commercial Bank on June 30, 2004.

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Premier Commercial Bank

General

Premier Commercial Bank was organized under the laws of the United States as a national banking organization and commenced operations on November 28, 2001.

As an independent community commercial bank, Premier Commercial Bank offers a full range of consumer and commercial banking services primarily to the business and professional community and individuals located in Orange County, California and surrounding areas.

Our business strategy is to increase shareholder and franchise value by currently expanding our geographic footprint into Arizona with the proposed establishment of a new bank and loan production office. We expect to achieve these goals with our core group of experienced bankers, meeting the needs of our constituent shareholders, customer and employee groups. This will be accomplished by understanding our customers’ needs and expectations and addressing each of them in a focused and responsive fashion, on a timely basis.

Further, we expect to constantly refine and redefine our asset and liability portfolios through growth and product line diversification, increase our base of higher yielding assets as the economic cycle strengthens and improve our efficiency ratio as we leverage our talents and capital.

In August, 2003, Premier Commercial Bank opened a loan production office in Woodland Hills, California and in March, 2006, Premier Commercial Bank opened a loan production office in Mesa, Arizona. With the establishment of these loan production offices, Premier Commercial Bank expects to increase its loans. Such loans are also expected to contribute to greater levels of interest income, and increase the number of government guaranteed loans saleable into the secondary market. Though no absolute assurance can be given that this will in fact, occur, it is anticipated to be the likely outcome of such loan production facility. Premier Commercial Bank employs two staff members in its Woodland Hills loan production office and four staff members in its Mesa loan production office. Each of these employees is supervised  by Premier Commercial Bank’s Chief Operating Officer.

Premier Commercial Bank offers a wide range of deposit instruments including personal and business checking accounts and savings accounts, interest-bearing negotiable order of withdrawal accounts, money market accounts and time certificates of deposit. Most of Premier Commercial Bank’s deposits are attracted from individuals and from small and medium-sized business-related sources. Its deposits are insured under the Federal Deposit Insurance Act up to applicable limits, and subject to regulations by that federal agency and to periodic examinations of its operations and compliance by the Office of the Comptroller of the Currency.

Premier Commercial Bank also engages in a full complement of lending activities, including commercial real estate mortgage, commercial and industrial, construction, and consumer loans, with particular emphasis on short and medium-term obligations. Premier Commercial Bank’s loan portfolio has a 24% concentration in the hospitality industry, and approximately 80% of Premier Commercial Bank’s loans are secured by real estate.

In addition to the loan and deposit services Premier Commercial Bank also offers a wide range of specialized services designed to attract and service the needs of commercial customers and

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account holders. These services include cashiers’ checks, travelers’ checks and foreign drafts. Premier Commercial Bank does not operate a trust department. Most of Premier Commercial Bank’s business originates from within Orange County. Neither Premier Commercial Bank’s business or liquidity is seasonal, and there has been no material effect upon Premier Commercial Bank’s capital expenditures, earnings or competitive position as a result of federal, state or local environmental regulation.

SBA Loans

Premier Commercial Bank offers government guaranteed 7a loans and 504 loan programs. This division enhances Premier Commercial Bank’s ability to generate credit volume through the use of government funding programs utilizing the knowledge and contacts of Premier Commercial Bank’s Board of Directors and lending staff, and drawing on Premier Commercial Bank’s various community activities to solicit additional sources for lending. Premier Commercial Bank believes that a strong and continuing relationship with SBA will generate further business opportunities for both Premier Commercial Bank and its constituent borrowers. The U.S. Small Business Administration provides financial, technical and management assistance to help Americans start, run, and grow their businesses, and has a portfolio of business loans, loan guarantees and disaster loans. In addition, the SBA offers management and technical assistance to small business owners.

Premier Commercial Bank is a Preferred SBA Lender, providing streamlined applications and approvals, thereby expediting SBA approval process. Preferred lenders receive full delegation of lending authority. Only the most active and expert SBA participating lenders are designated as Certified or Preferred, as Premier Commercial Bank intends to be.

In addition, the SBA offers the SBAExpress program, which encourages lenders to make more small loans to small businesses. Participating banks use their own documentation and procedures to approve service and liquidate loans up to $250,000. In return, the SBA guarantees 50 percent of each loan.

Basic 7(a) Loan Guaranty Program

This program serves as the SBA’s primary business loan program to help qualified small businesses obtain financing when they might not be eligible for business loans through normal lending channels. It is also the agency’s most flexible business loan program, since financing under this program can be guaranteed for a variety of general business purposes. Loan proceeds can be used for most sound business purposes including working capital, machinery and equipment, furniture and fixtures, land and building (including purchase, renovation and new construction), leasehold improvements, and debt refinancing (under special conditions). Loan maturity is up to 10 years for working capital and generally up to 25 years for fixed assets. This program is targeted towards start-up and existing small businesses.

Basic 504 Loan Program

This program provides long-term, fixed-rate financing to small businesses to acquire real estate, machinery or equipment for expansion or modernization. Typically a 504 project includes a loan secured from a private-sector lender with a senior lien, a loan secured from a CDC (funded by a 100 percent SBA-guaranteed debenture) with a junior lien covering up to 40 percent of the total cost, and a contribution of at least 10 percent equity from the borrower. The maximum SBA debenture

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generally is $1 million (and up to $1.3 million in some cases). This program is targeted towards small businesses requiring “brick and mortar” financing.

Employees

At December 31, 2005, Premier Commercial Bank employed 44 persons on a full-time equivalent basis.

Competition

The banking business in California generally, and in the market areas served by Premier Commercial Bank specifically, is highly competitive with respect to both loans and deposits. Premier Commercial Bank competes for loans and deposits with other commercial banks, savings and loan associations, finance companies, money market funds, credit unions and other financial institutions, including a number that are much larger than Premier Commercial Bank. As of June 30, 2005, the most recent date for which data is available from the FDIC, there were 96 insured depository institutions with 615 banking offices, including money center banks (Bank of America and Wells Fargo), operating within Premier Commercial Bank’s primary market areas in Orange County. At June 30, 2005, Premier Commercial Bank among the 96 insured depository institutions ranked 30^th in total deposits with .32% of the total deposits in Orange County. There has been increased competition for deposit and loan business over the last several years as a result of deregulation. Many of the major commercial banks operating in Premier Commercial Bank’s market areas offer certain services, such as trust and international banking services, which Premier Commercial Bank does not offer directly. Additionally, banks with larger capitalization have larger lending limits and are thereby able to serve larger customers.

To a great extent, the super-regional state chain banks also have the advantage of geographically diffused name recognition and may actively pursue wide-ranging advertising campaigns and branding tactics which are not available to a local community institution, due to economies of scale. Further, other competitors have entered banking markets with focused products targeted at specific highly profitable customer segments. Many competitors are able to compete across geographic boundaries that are blocked to us and provide customers with alternatives to traditional banking services and nearly all significant products.

In addition to competition from insured depository institutions, principal competitors for deposits and loans have been mortgage brokerage companies, insurance companies, brokerage houses, credit card companies and even retail establishments offering investment vehicles such as mutual funds, annuities and money market funds, as well as traditional bank-like services such as check access to money market funds, or cash advances on credit card accounts.

In order to compete with the other financial institutions in its principal marketing area, Premier Commercial Bank relies principally upon local promotional activities, personal contacts by its officers, directors and employees, and close connections with its community. To accommodate borrowers with loan requests which exceed Premier Commercial Bank’s legal lending limit, Premier Commercial Bank has established participation arrangements with correspondent banks to facilitate approval and funding.

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Properties

Premier Commercial Bank operates from its main office location at 2400 E. Katella Avenue Suite 125, Anaheim, California, where the administrative functions and regular branch activities of Premier Commercial Bank occur.

Premier Commercial Bank leases space in a multi-story office building at its main office under a lease agreement. There are three separate leases for these premises. The first lease is for 4,602 square feet on the first floor of the twelve story office building at a current rental rate of $9,664 per month. The second lease is for 4,013 square feet on the fourth and sixth floors at a current rental rate of $7,563 per month. The third lease is for 4,467 square feet on the sixth floor at a current rental rate of $9,604 per month. Under the leases we are responsible for the payment of an additional assessment of common area expenses, should they exceed a defined base year. All of these leases expire on November 30, 2008 and all of the leases may be extended.

Premier Commercial Bank also rents 455 square feet in Woodland Hills, California for its loan production office. This is a month-to-month rental with a current monthly payment of $1,138. Finally, Premier Commercial Bank rents 921 square feet in Mesa, Arizona for its loan production office. This is also a month-to-month rental with a currently monthly payment of $3,260. Management believes that its existing facilities are adequate for its present purposes and anticipated growth in the foreseeable future.

Trust Preferred Securities Offerings

During December 2004, the Premier Commercial Bancorp formed a wholly-owned Delaware statutory business trust, Premier Commercial Bancorp Trust I (the “Trust I”). On December 10, 2004, Premier Commercial Bancorp issued to the Trust I, Floating Rate Junior Subordinated Deferrable Interest Debentures due March 15, 2035 (the “Debentures”) in the aggregate principal amount of $6,186,000. Trust I funded its purchase of debentures by issuing $6,000,000 in floating rate capital securities (“trust preferred securities”), which were sold to a third party. These trust preferred securities qualify as Tier 1 capital under current Federal Reserve Board guidelines. The Debentures are the only asset of the Trust I. The interest rate and terms on both instruments are substantially the same. The interest rate is fixed at 6.05% per annum until March 15, 2010 and variable thereafter based on the three month LIBOR (London Interbank Offered Rate) plus 2.05%, adjusted quarterly. The proceeds from the sale of the Debentures were primarily used by Premier Commercial Bancorp to inject capital into Premier Commercial Bank.

During December 2005, Premier Commercial Bancorp formed a wholly-owned Connecticut statutory business trust, Premier Commercial Statutory Trust II (the “Trust II”). On December 23, 2005, Premier Commercial Bancorp issued to the Trust II, Floating Rate Junior Subordinated Deferrable Interest Debentures due March 15, 2036 (the “Debentures”) in the aggregate principal amount of $3,093,000. The Trust II funded its purchase of debentures by issuing $3,000,000 in floating rate capital securities (“trust preferred securities”), which were sold to a third party. These trust preferred securities qualify as Tier 1 capital under current Federal Reserve Board guidelines. The Debentures are the only asset of the Trust II. The interest rate and terms on both instruments are substantially the same. The interest rate is fixed at 6.64% per annum until December 15, 2012 and variable thereafter based on the three month LIBOR (London Interbank Offered Rate) plus 1.75%, adjusted quarterly. The proceeds from the sale of the Debentures were primarily used by Premier Commercial Bancorp to inject capital into Premier Commercial Bank.

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Premier Commercial Bancorp has entered into contractual agreements which, taken collectively, fully and unconditionally guarantee payment of: (1) accrued and unpaid distributions required to be paid on the capital securities; (2) the redemption price with respect to any capital securities called for redemption by either Trust I or Trust II, and (3) payments due upon voluntary or involuntary dissolution, winding up, or liquidation of either Trust I or Trust II.

The trust preferred securities are mandatorily redeemable upon maturity of the Debentures on March 15, 2035 for Trust I and March 15, 2036 for Trust II, or upon earlier redemption as provided in the indenture.

Premier Commercial Bancorp has also acquired an option to issue $3,093,000 of junior subordinated debt securities (the “debt securities”) to Premier Commercial Bancorp Trust III, a statutory trust created under the laws of the State of Delaware. The option expires June 30, 2006, and Premier Commercial Bancorp believes it will exercise the option and accept these borrowings in the second quarter of 2006. These debt securities will also be subordinated and will have a thirty-year maturity. Interest will be payable quarterly on these debt securities at a floating rate of LIBOR plus 1.75% per annum. The debt securities can also be redeemed at par prior to that date if certain events occur that impact the tax treatment or the capital treatment of the issuance. Premier Commercial Bank has entered into a cash flow hedge to lock in a fixed interest rate of 7.04% on these borrowings through 2013 when the borrowings can be prepaid without penalty.

SELECTED FINANCIAL DATA

The following selected financial data with respect to Premier Commercial Bancorp’s statement of financial condition as of December 31, 2005 and 2004 and its statements of income for the years then ended have been derived from the audited financial statements included in this prospectus. This information should be read in conjunction with such financial statements and the notes thereto.

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	At or For the
	Period Ended December 31,
(Dollars in thousands, except per share data)	2005			2004
Summary of Operations:
Interest Income	$	11,432		$	5,521
Interest Expense	2,980			1,227
Net Interest Income	8,452			4,294
Provision for Loan Losses	837			488
Net Interest Income after Provision for Loan Losses	7,615			3,806
Noninterest Income	3,501			5,376
Noninterest Expense	8,317			7,375
Income Before Income Taxes	2,799			1,807
Income Taxes	1,111			653
Net Income (Loss)	$	1,688		$	1,154
Per Share Data(1):
Loss per Share – Basic	$	0.93		$	0.63
Loss per Share – Diluted	$	0.81		$	0.56
Book Value	$	6.68		$	5.88
Shares Used for Basic Earnings per Share	1,823,547			1,823,547
Shares Used for Diluted Earnings per Share	2,079,745			2,044,941
Balance Sheet Summary:
Total Assets	$	278,398		$	167,291
Investment Securities	30,203			32,339
Loans, Net of Deferred Fees	184,188			98,020
Allowance for Loan Losses (“ALL”)	1,890			1,053
Total Deposits	254,523			149,028
Total Shareholders’ Equity	12,179			10,719
Actual Shares Outstanding(1)	1,823,547			1,823,547
Selected Ratios:
Return on Average Assets	0.81		%	0.90		%
Return on Average Shareholders Equity	15.04		%	11.35		%
Net Interest Margin	4.32		%	3.65		%
ALLL to Loans	1.03		%	1.07		%
ALLL to Nonperforming Loans	N/A			N/A
Loans to Deposits	72.37		%	65.77		%
Shareholder’s Equity to Assets	4.37		%	6.41		%
Efficiency Ratio	69.58		%	76.27		%
Leverage capital ratio	6.80		%	9.30		%
Tier 1 capital to risk weighted assets	7.20		%	11.80		%
Total risk based capital ratio	10.20		%	14.70		%

(1)Shares and per share data have been retroactively adjusted for the 5-for-4 stock split in 2006.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following sections set forth a discussion of the significant operating changes, business trends, financial condition, earnings, capital position, and liquidity that have occurred in the year ended December 31, 2005 and 2004, together with an assessment, when considered appropriate, of external factors that may affect us in the future. This discussion should be read in conjunction with our financial statements and notes included in this prospectus.

Critical Accounting Policies

The following summaries the critical accounting policies used by Premier Commercial Bancorp. See Note A in the consolidated financial statements for a complete summary of all significant accounting policies of Premier Commercial Bancorp:

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.

Allowance for Loan Losses

The allowance for loan losses is adjusted by charges to income and decreased by charge-offs (net of recoveries). Management’s periodic evaluation of the adequacy of the allowance is based on Premier Commercial Bancorp’s known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, and current economic conditions.

Gain on Sale of Loans

To calculate the gain (loss) on sale of loans, Premier Commercial Bancorp’s investment in the loan is allocated among the retained portion of the loan, the servicing retained, the interest-only strip and the sold portion of the loan, based on the relative fair market value of each portion. The gain (loss) on the sold portion of the loan is recognized at the time of sale based on the difference between the sale proceeds and the allocated investment. As a result of the relative fair value allocation, the carrying value of the retained portion is discounted, with the discount accreted to interest income over the life of the loan. That portion of the excess servicing fees that represent contractually specified servicing fees (contractual servicing) are reflected as a servicing asset which is amortized over an estimated life using a method approximating the level yield method; in the event future prepayments exceed management’s estimates and future expected cash flows are inadequate to cover the unamortized servicing asset, additional amortization would be recognized. The portion of excess servicing fees in excess of the contractual servicing fees is reflected as interest-only (I/O) strips receivable, which are classified as interest-only strips receivable available for sale and are carried at fair value.

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Current Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board revised SFAS 123 and issued it under its new name, “Share-Based Payment”. This statement eliminates the alternative to use APB Opinion 25’s intrinsic value method of accounting. Instead, this Statement generally requires entities to recognize the cost of employee services received in exchange for awards of stock options, or other equity instruments, based on the grant-date fair value of those awards. This cost will be recognized over the period during which an employee is required to provide service in exchange for the award, generally the vesting period.

Premier Commercial Bank must adopt this SFAS 123R in 2006 for all new stock option awards as well as any existing awards that are modified, repurchased or cancelled. In addition, the unvested portion of previously awarded options will also be recognized as expense. Premier Commercial Bank is unable to estimate the impact of SFAS 123R on its financial condition and results of operations as the decision to grant option awards is made annually on a case-by-case basis and, accordingly, Premier Commercial Bank cannot estimate the amount of stock awards that will be made in 2006 and subsequent years. However, options outstanding at December 31, 2005 that vest in 2006 and 2007 will result in net compensation costs of approximately $7,000 in 2006 and $5,000 in 2007.

Earnings Summary

Net income for 2005 was $1,688,000 an increase of $534,000 or 46.3% compared to the 2004 net income of $1,154,093. On a diluted basis, per share net income was $0.81 in 2005 compared to $0.56 in 2004, an increase of 44.6%. The increase in earnings in 2005 over 2004 was due to a combination of the following factors:

Increase in net interest income	$	4,158,000
Increase in provision for loan losses	(349,000		)
Reduction in noninterest income	(1,875,000		)
Increase in noninterest expense	(942,000		)
Increase in income tax expense	(458,000		)
Increase in Net Income	$	534,000

Each of these changes will be discussed in more detail in the following analysis.

The following table sets forth several key operating ratios for 2005 and 2004:

	At or For the Year
	Ended December 31,
	2005		2004
Return on Average Assets	0.81	%	0.90	%
Return on Average Equity	15.04	%	11.35	%
Average Shareholders’ Equity to Average Total Assets	5.38	%	7.93	%

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Balance Sheet Summary

Premier Commercial Bancorp experienced substantial growth in 2005 as total assets reached $278.4 million at December 31, 2005, an increase of $111.2 million or 66.5% over the December 31, 2004 total assets of $167.2 million. The majority of this increase was centered in loans which increased $86.7 million or 88.4% from $98.1 million at December 31, 2004 to $184.8 million at December 31, 2005. In addition, federal funds sold increased $25.1 million from $20.8 million at December 31, 2004 to $45.9 million at December 31, 2005. Premier Commercial Bancorp funded this growth primarily through deposits which increased $105.5 million or 70.8% from $149.0 million at December 31, 2004 to $254.5 million at December 31, 2005.

Distribution Of Assets, Liabilities, And Shareholders’ Equity

The following tables present, for the periods indicated, the distribution of average assets, liabilities and shareholders’ equity, as well as the total dollar amounts of interest income from average interest-earning assets and the resultant yields, and the dollar amounts of interest expense and average interest-bearing liabilities, expressed both in dollars and in rates. Nonaccrual loans are included in the calculation of the average balances of loans, and interest not accrued is excluded (dollar amounts in thousands).

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	For the Year Ended December 31,
	2005							2004
						Average							Average
				Interest		Yield or					Interest		Yield or
	Average			Earned		Rate		Average			Earned		Rate
	Balance			or Paid		Paid		Balance			or Paid		Paid
Assets
Interest-Earning Assets:
Investment Securities	$	32,526		$	1,055	3.24	%	$	25,218		$	569	2.26	%
Federal Funds Sold and Other	23,625			825		3.49	%	19,045			312		1.64	%
Loans	139,357			9,552		6.85	%	73,273			4,640		6.33	%
Total Interest-Earning Assets	195,508			11,432		5.85	%	117,536			5,521		4.70	%
Cash and Due from Bank	8,194							7,349
Premises and Equipment	546							423
Other Real Estate Owned	—							—
Accrued Interest and Other Assets	5,636							3,744
Allowance for Loan Losses	(1,442		)					(796		)
Total Assets	$	208,442						$	128,256
Liabilities and Shareholders’ Equity
Interest-Bearing Liabilities:
Savings, Money Market and NOW	$	75,023		$	1,613	2.15	%	$	53,755		864		1.61	%
Time Deposits under $100,000	1,758			44		2.50	%	1,716			35		2.04	%
Time Deposits of $100,000 or more	27,532			882		3.20	%	13,608			306		2.25	%
Borrowings	8,111			441		5.44	%	390			21		5.38	%
Total Interest-Bearing Liabilities	112,424			2,980		2.65	%	69,469			1,226		1.76	%
Noninterest-Bearing Liabilities:
Demand Deposits	83,996							48,230
Other Liabilities	798							392
Shareholders’ Equity	11,224							10,165
Total Liabilities and Shareholders’ Equity	$	208,442						$	128,256
Net Interest Income				$	8,452						$	4,295
New Yield on Interest-Earning Assets						4.32	%						3.65	%

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Earnings Analysis

Net Interest Income

A significant component of our earnings is net interest income. Net interest income is the difference between the interest we earn on our loans and investments and the interest we pay on deposits and other interest-bearing liabilities.

Our net interest income is affected by changes in the amount and mix of our interest-earning assets and interest-bearing liabilities, referred to as a “volume change”. It is also affected by changes in the yields we earn on interest-earning assets and rates we pay on interest-bearing deposits and other borrowed funds, referred to as a “rate change”.

The following table sets forth changes in interest income and interest expense for each major category of interest-earning asset and interest-bearing liability, and the amount of change attributable to volume and rate changes for the years indicated. Changes not solely attributable to rate or volume have been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the changes in each (dollar amounts in thousands).

	Year Ended Dec. 31, 2005						Year Ended Dec. 31, 2004
	Versus						Versus
	Year Ended Dec. 31, 2004						Year Ended Dec. 31, 2003
	Increase (Decrease) Due						Increase (Decrease) Due
	To Change in						To Change in
	Volume		Rate		Total		Volume			Rate			Total
Interest-Earning Assets:
Investment Securities	$	194	$	292	$	486	$	(48	)	$	(52	)	$	(100	)
Federal Funds Sold and Other	90		423		513		104			58			162
Loans	4,501		411		4,912		1,939			2			1,941
Total Interest Income	4,785		1,126		5,911		1,995			8			2,003
Interest-Bearing Liabilities:
Savings, Money Market and Now	404		345		749		313			(25		)	288
Time Deposits under $100,000	1		8		9		13			—			13
Time Deposits of $100,000 or more	20		556		576		91			31			122
Borrowings	420		—		420		21			—			21
Total Interest Expense	845		909		1,754		438			6			444
Net Interest Income	$	3,940	$	217	$	4,157	$	1,557		$	2		$	1,559

Net interest income for 2005 was $8.5 million compared to $4.3 million in 2004. This increase of $4.2 million was due primarily to a combination of a significant increase in average interest-earning assets as well as an increase in the net yield on average interesting-earning assets. Average interest-earning assets in 2005 were $195.5 million and increase of $78.0 million or 66.4% compared to $117.5 million in 2004. In addition, Premier Commercial Bancorp’s net yield on these assets increased 67 basis points from 3.65% in 2004 to 4.32% in 2005. Net interest income and the net yield on interest-earning assets are impacted by changes in interest income and interest expense which are discussed in more detail in the following paragraphs.

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Interest income in 2005 was $11.4 million an increase of $5.9 million or 107.3% from the $5.5 million reported in 2004. This increase was impacted by several factors. First, as noted above, Premier Commercial Bancorp experienced substantial growth in its average interest-earning assets. This substantial growth accounted for $4.8 million of additional interest income, by far the majority of the total change in 2005. The second factor that contributed to the increase in interest income was the overall improvement in the mix of average interest-earning assets. Loans, the highest yielding asset increased as a percentage of total interest-earning assets from 62% in 2004 to 72% in 2004. The final factor that impacted the increase in interest income in 2005 was the overall increasing rate environment. During 2005, the prime rate was increased eight times in 2005, each time 25 basis points raising the prime rate from 5.25% at the beginning of the year to 7.25% by the end of the year. Due to this raising rate environment and the improvement in the mix of interest-earning assets, the yield on average earning assets increased 115 basis points from 4.70% in 2004 to 5.85% in 2005. This increase in yields added $1.1 million in additional interest income in 2004.

Interest expense also increased in 2005 from $1.2 million in 2004 to $3.0 million in 2005. This increase of $1.8 million or 143.1% occurred for several reasons. Premier Commercial Bancorp funded the substantial increase in interest-earning assets primarily through additional deposits and borrowings. A portion of the funding was through increase in noninterest-bearing demand deposits which increased $35.8 million. Utilizing these “interest free” funds helps improve Premier Commercial Bancorp’s net yield on interest-earning assets. The increase in interest-bearing liabilities in 2005 was still significant at $42.9 million or a 61.8% increase from $69.5 million in 2004 to $112.4 million in 2005. This increase in average outstanding interest-bearing liabilities added $845,000 in additional interest expense in 2005. The rising rate environment also impacted Premier Commercial Bancorp’s cost of deposits and other borrowings. The net rate paid on these liabilities increase 89 basis points to 2.65% in 2005 from 1.76% in 2004, adding another $909,000 in interest expense in 2005.

Noninterest Income

Premier Commercial Bank receives noninterest income from three primary sources:

1)  Loan referral fees

2)  Gain on sale of SBA loans

3)  Service charges and fees

4)  Earnings on cash surrender value of life insurance

Premier Commercial Bancorp’s loan referral fee program is an integral part of its operations and significant contributor to its profitability. Premier Commercial Bank has an extensive network of independent loan brokers who refer commercial real estate loans to Premier Commercial Bank as well as those loans generated by Premier Commercial Bank personnel. Premier Commercial Bank performs credit review, underwriting and packaging services on these loans and then receives a referral fee from the correspondent bank that ultimately funds the loan. A commission is paid to referring independent loan brokers and reported as a noninterest expense. During 2005, Premier Commercial Bancorp received $2.2 million in loan referral fees compared to $4.5 million in 2004. This decrease of $2.3 million was due primarily to increased competition from other wholesale lending operations as well as an overall slow-down in the commercial real estate portion of the economy. In addition, in 2005, many of the loans that might have qualified for outside sale were instead funded internally in an effort to increase Premier Commercial Bancorp’s loan portfolio and related net interest income as discussed above.

Premier Commercial Bancorp has also established a significant Small Business Administration (“SBA”) loan department. This department originates SBA loans for which Premier Commercial Bancorp periodically sells off the government guaranteed portion. Premier Commercial Bancorp’s decision to sell SBA loans is dependent on many factors, including its overall asset management goals and requirements. During 2004, income from the

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sale of SBA loans was $1.0 million an increase of $340,000 or 50.6% over the $674,000 reported in 2004. As of December 31, 2005, Premier Commercial Bancorp had in its loan portfolio guaranteed SBA loans totaling $4.2 million that could be sold in future periods.

Premier Commercial Bancorp deposit base is comprised primarily of commercial accounts that typically do not generate significant service charges and fees due to the significant balance they maintain. Accordingly, service charges and fees in 2005 were $128,215 or approximately $3.7% of total noninterest income. During 2004 service charges and were totaled $120,951.

Premier Commercial Bancorp has purchased single premium life insurance to provide for the death benefit under its deferred compensation programs for executive officers. Earnings on the cash surrender value of these policies totaled $112,672 in 2005 and $107,730 in 2004.

Noninterest Expense

Noninterest expense reflects our costs of products and services related to systems, facilities and personnel. Premier Commercial Bank’s primary components of noninterest expense are:

1)Salaries and employee benefits

2)Occupancy and equipment expenses

3)Commission paid on loan referrals

4)Other operating expenses

During 2005, noninterest expenses, exclusive of commission paid on loan referrals was $7.2 million compared to $5.8 million in 2004. The following table shows the primary components of noninterest expense, exclusive of commissions on loan referrals, as well as the changes between 2005 and 2004 and the resulting percentage of average assets for 2005 and 2004 (dollars in thousands):

	Year Ended December 31,						Increase
	2005			2004			(Decrease)
Salaries and Employee Benefits	$	4,201		$	3,596		$	605
Occupancy and Equipment Expenses	585			460			125
Marketing and Business Promotion	256			204			52
Data Processing	298			249			49
Professional Fees	391			262			129
Office Expenses	345			240			105
Loan Production Expenses	399			224			175
Courier and Delivery Expenses	185			148			37
Regulatory Assessments and Insurance	122			96			26
Other Expenses	397			307			90
	$	7,179		$	5,786		$	1,393
Adjusted Noninterest Expense as a Percentage of Total Average Assets	3.44		%	4.51		%

As noted above, although these expenses in total increased by $1.4 million, as a percentage of average assets, the expenses had declined in 2005. The increases above were all related to the significant increase in assets at

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Premier Commercial Bancorp in 2005. Average total assets in 2005 were $208.4 million compared to $128.3 million in 2004.

Commissions paid on loan referrals were $1.1 million in 2005 compared to $1.6 million in 2004. As discussed above, these expenses are directly related to the level of loan referral fees as well as SBA loan sales as outside consultants are utilized in both processes.

Income Taxes

Income tax expense increased in 2005 to $1.1 million from $653,000 in 2004 primarily due to increased operating earnings. Income before taxes was $2.8 million in 2005 compared to $1.8 million in 2004. Premier Commercial Bancorp’s effective tax rate in 2005 was 39.8% compared to 36.1% in 2004. The slight increase in 2005 was due to the utilization in 2004 of the remaining valuation allowance from Premier Commercial Bancorp’s net operating losses and other unrecorded deferred tax assets. See also Note H in the audited financial statements for additional discussion of Premier Commercial Bancorp’s income tax expense and related deferred tax assets.

Balance Sheet Analysis

Investment Portfolio

The following table summarizes the amounts and distribution of our investment securities held as of the dates indicated, and the weighted average yields as of December 31, 2005 (dollar amounts in thousands):

	2005						2004
					Weighted
	Amortized		Market		Average		Amortized			Market
	Cost		Value		Yield		Cost			Value
Available-for-Sale Securities
U.S. Treasury:
Within One Year	$	—	$	—			$		500	$		499
U.S. Government Agencies:
Within One Year	2,997		2,965		4.01	%	4,414			4,401
One to Five Years	20,338		19,942		3.31	%	24,601			24,498
Five to Ten Years	—		—				2,000			1,985
Total U.S. Government Agencies	23,335		22,907		3.40	%	31,015			30,884
Other Investment Securities:
Within One Year	978		955		3.73	%	1,931			1,908
Total Available-for-Sale Securities	$	24,313	$	23,862	3.41	%	$	33,446		$	33,291
Held-to-Maturity Securities
State and Municipal Governments(1):
Within One Year	$	331	$	329	3.69	%	$	—		$	—
One to Five Years	4,064		3,995		4.16	%	—			—
Five to Ten Years	1,946		1,918		4.03	%	—			—
Total State and Municipal Governments	$	6,341	$	6,242	4.09	%	$	—		$	—

(1)Yields for state and municipal governments are actual, not tax equivalents.

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As of December 31, 2005, Premier Commercial Bancorp had five investment securities issued by the Palm Drive Health Care District in Palm Springs, California with an aggregate amortized cost of $1,446,113 and market value of $1,427,891. No other single issuer of investment securities, other than U.S. Governmental Agencies exceeds 10% of Premier Commercial Bancorp’s shareholders’ equity.

Securities may be pledged to meet security requirements imposed as a condition to receipt of deposits of public funds and other purposes. At December 31, 2005 and 2004, Premier Commercial Bank had pledged investment securities carried at approximately $19.9 million and $7.7 million, respectively, to secure borrowing arrangements and other purposes.

Loan Portfolio

The following table sets forth the components of total net loans outstanding in each category at December 31, 2005 and 2004 (dollar amounts in thousands):

	2005			2004
Loans
Commercial Real Estate	$	124,223		$	61,371
Construction	18,600			11,861
Commercial	22,831			17,193
Small Business Administration (“SBA”)	12,525			6,637
Consumer, including Home Equity Loans	5,916			1,071
Total Loans	184,095			98,133
Net Deferred Loan Costs, net of (Fees)	93			(113		)
Allowance for Loan Losses	(1,890		)	(1,053		)
Net Loans	$	182,298		$	96,967
Commitments
Letters of Credit	$	1,575		$	1,336
Undisbursed Loans	48,195			13,845
Total Commitments	$	49,770		$	15,181

Risk Elements

We assess and manage credit risk on an ongoing basis through our lending policies. We strive to continue our historically low level of credit losses by continuing our emphasis on credit quality in the loan approval process, active credit administration and regular monitoring.

In extending credit and commitments to borrowers, we generally require collateral and/or guarantees as security. The repayment of such loans is expected to come from cash flow or from proceeds from the sale of selected assets of the borrower. Our requirement for collateral and/or guarantees is determined on a case-by-case basis in connection with our evaluation of the credit worthiness of the borrower. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, income-producing properties, residences and other real property. We secure our collateral by perfecting our interest in business assets, obtaining deeds of trust, or outright possession among other means.

We believe that our lending policies and underwriting standards will tend to minimize losses in an economic downturn, however, there is no assurance that losses will not occur under such circumstances.

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The following table shows the maturity distribution of loan portfolio and the as well as the allocation between fixed and variable rate loans as of December 31, 2005:

			Over One
			Year But
	Less Than		Less Than		Over Five
	One Year		Five Years		Years		Total
Commercial Real Estate	$	12,858	$	6,741	$	104,624	$	124,223
Construction	15,643		104		2,853		18,600
Commercial	8,565		7,839		6,427		22,831
Small Business Administration (“SBA”)	—		64		12,461		12,525
Consumer, including Home Equity Loans	58		430		5,428		5,916
	$	37,124	$	15,178	$	131,793	$	184,095
Loans with fixed interest rates	$	737	$	5,652	$	53,835	$	60,224
Loans with variable interest rate:
Adjusting annually or sooner	36,388		9,525		70,566		116,479
Adjusting in excess of annually	—		—		3,392		7,392
	$	37,125	$	15,177	$	131,793	$	184,095

Nonperforming Assets

Premier Commercial Bank has not had any nonperforming loans or assets from its inception on November 28, 2001 through December 31, 2005.

The following table provides information with respect to the components of our nonperforming assets at the dates indicated (dollar amounts in thousands):

	December 31,
	2005			2004
Loans 90 Days Past Due and Still Accruing	$	0		$	0
Nonaccrual Loans	0			0
Total Nonperforming Loans	0			0
Other Real Estate Owned	0			0
Total Nonperforming Assets	0			0
Nonperforming Loans as a Percentage of Total Loans	0.00		%	0.00		%
Allowance for Loan Loss as a Percentage of Nonperforming Loans	0.00		%	0.00		%
Nonperforming Assets as a Percentage of Total Assets	0.00		%	0.00		%

Provision And Allowance For Loan Losses

The allowance for loan losses is maintained at a level that is considered adequate to provide for the loan losses inherent in our loans. The provision for loan losses was $837,000 in 2005 compared to $487,500 in 2004.

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The following table summarizes, for the years indicated, changes in the allowances for loan losses arising from loans charged-off, recoveries on loans previously charged-off, and additions to the allowance which have been charged to operating expenses and certain ratios relating to the allowance for loan losses (dollar amounts in thousands):

	2005			2004
Outstanding Loans:
Average for the Year	$	139,357		$	72,273
End of the Year	$	184,095		$	98,133
Allowance for loan Losses:
Balance at Beginning of Year	$	1,053		$	565
Actual Charge-Off
Commercial	—			—
Consumer	—			—
Real Estate	—			—
Total Charge-Offs	—			—
Less Recoveries:
Commercial	—			—
Consumer	—			—
Real Estate	—			—
Total Recoveries	—			—
Net Loans Charged-Off	—			—
Provision for Loan Losses	837			488
Balance at End of Year	$	1,890		$	1,053
Ratios:
Net Loans Charged-Off to Average Loans	0.00		%	0.00		%
Allowance for loan Losses to Total Loans	1.03		%	1.07		%
Net Loans Charged-Off to Beginning Allowance for Loan Losses	0.00		%	0.00		%
Net Loans Charged –Off to Provision for Loan Losses	0.00		%	0.00		%
Allowance for Loan Losses to Nonperforming Loans	N/A			N/A

No loans have been charged-off since Premier Commercial Bank’s inception on November 28, 2001. We believe that the allowance for loan losses is adequate. Quarterly detailed reviews are performed to identify the risks inherent in the loan portfolio, assess the overall quality of the loan portfolio and to determine the adequacy of the allowance for loan losses and the related provision for loan losses to be charged to expense. These systematic reviews follow the methodology set forth by the FDIC in its 1993 policy statement on the allowance for loan losses.

Premier Commercial Bancorp’s current methodology is a combination of specific reserves for criticized loans and general reserves for pass loans. The specific loss factors utilized for the specific reserves are 5% - Special Mention, 15% - Substandard, 50% - Doubtful and 100% - Loss. Allocations vary depending on the type of loan, related collateral, and other factors subject to management’s judgment. For the non-classified loan portfolio, Premier Commercial Bancorp categories its loans into five loan pools: Consumer, Real Estate & Commercial RE, Construction, Commercial and SBA. The pass loss factor used is 0.75% for all loan pools with the

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exception of SBA loans which is assessed at a 1.00% loss factor. These percentages have remained the same as used in 2004. Premier Commercial Bank then adjusts these loss factors for twelve qualitative factors, including management and staff, loan policy, economic factors, concentrations of credit, portfolio performance and others. The qualitative factor takes into account the twelve categories and uses a weighted average factor based on the ratings of each category.

The following table summarizes the allocation of the allowance for loan losses by loan type for the years indicated and the percent of loans in each category to total loans (dollar amounts in thousands):

	December 31, 2004				December 31, 2004
			Loan				Loan
	Amount		Percent		Amount		Percent
Commercial Real Estate	$	1,294	67.5	%	$	691	62.5	%
Construction	203		10.1	%	57		12.1	%
Commercial	240		12.4	%	205		17.5	%
Small Business Administration (“SBA”)	92		6.8	%	85		6.8	%
Consumer	61		3.2	%	15		1.1	%
Unallocated	—		N/A		—		N/A
	$	1,890	100.0	%	$	1,053	100.0	%

Funding

Deposits are our primary source of funds. The following table summarizes the distribution of average deposits and the average rates paid for the period the years ended December 31, (dollar amounts in thousands):

	Year Ended December 31,
	2005				2004
	Average		Average		Average		Average
	Balance		Rate		Balance		Rate
Savings, Money Markets and NOW Accounts	$	75,023	2.15	%	$	53,755	1.61	%
Time Deposits under $100,000	1,758		2.50	%	1,716		2.04	%
Time Deposits of $100,000 or More	27,532		3.20	%	13,608		2.25	%
Total Interest-Bearing Deposits	104,313		2.43	%	69,079		1.74	%
Noninterest-Bearing Demand Deposits	83,996		N/A		48,230		N/A
Total Average Deposits	$	188,309	1.35	%	$	117,309	1.03	%

The scheduled maturity distribution of Premier Commercial Bank’s time deposits of $100,000 or greater, as of December 31, 2005, were as follows (dollar amounts in thousands):

Three Months or Less	$	11,969
Over Three Months to One Year	16,302
Over One Year to Three Years	1,659
Over Three Years	11,121
	$	41,051

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In addition to deposits, we may also supplement our funding needs with borrowings. As of December 31, 2005, Premier Commercial Bancorp had borrowed $9.3 million in junior subordinated debt securities. This type of borrowing was selected due to its favorable treatment under the regulatory capital guidelines. See Note G in the audited financial statements for more details on these borrowings and the related impact on regulatory capital requirements.

Premier Commercial Bancorp may also borrow up to $8,000,000 overnight on an unsecured basis from its primary correspondent bank. In addition, it has two borrowing arrangements with Federal Home Loan Bank. The first arrangement is a borrowing line for approximately $60.5 million against which Premier Commercial Bank has pledged approximately $124.0 million of its outstanding loans. The second arrangement is a borrowing line for approximately $16.6 million against which Premier Commercial Bank has pledged approximately $18.0 million of its investment securities.

As of December 31, 2005, no amounts were outstanding under these arrangements

Liquidity And Interest Rate Sensitivity

The objective of Premier Commercial Bank’s asset/liability strategy is to manage liquidity and interest rate risks to ensure the safety and soundness of Premier Commercial Bank and its capital base, while maintaining adequate net interest margins and spreads to provide an appropriate return to the our shareholders.

The table below sets forth the interest rate sensitivity of our interest-earning assets and interest-bearing liabilities as of December 31, 2005, using the interest rate sensitivity gap ratio. For purposes of the following table, an asset or liability is considered rate-sensitive within a specified period when it can be repriced or matures within its contractual terms (dollar amounts in thousands):

				After			After One
	Within			Three Months			Year But
	Three			But Within			Within			After
	Months			One Year			Five Years			Five Years			Total
Interest-Earning Assets:
Federal Funds Sold	$	45,580		$	—		$	—		$	—		$	45,580
Investment Securities	40			3,256			24,006			2,901			30,203
Other Interest-Earning Assets	—			230			—			—			230
Gross Loans	36,387			738			15,177			131,793			184,095
	$	82,007		$	4,224		$	39,183		$	134,694		$	260,108
Interest-Bearing Liabilities:
Money Market, Savings and NOW	$	103,091		$	—		$	—		$	—		$	103,091
Time Deposits under $100	216			601			704			—			1,521
Time Deposits $100 and over	11,969			16,302			12,780			—			41,051
Borrowings	—			—			—			9,279			9,279
	$	115,276		$	16,903		$	13,484		$	9,279		$	154,942
Interest Rate Sensitivity Gap	$	(33,269	)	$	(12,679	)	$	25,699		$	125,415		$	105,166
Cumulative Interest Rate Sensitivity Gap	$	(33,269	)	$	(45,948	)	$	(20,249	)	$	105,166
Ratios Based on Total Assets:
Interest Rate Sensitivity Gap	(11.95		)%	(4.55		)%	9.23		%	45.05		%	37.78		%
Cumulative Interest Rate Sensitivity Gap	(11.95		)%	(16.50		)%	(7.27		)%	37.78		%

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Liquidity refers to our ability to maintain a cash flow adequate to fund both on-balance sheet and off-balance sheet requirements on a timely and cost-effective basis. Potentially significant liquidity requirements include funding of commitments to loan clients and withdrawals from deposit accounts.

Capital Resources

Shareholders’ equity at December 31, 2005 was $12.2 million, a $1.5 million increase from $10.7 million at December 31, 2004. This increase was due to earning of $1.7 million partially offset by a $229,000 reduction in the unrealized gain on available-for-sale-securities.

In 1990, the banking industry began to phase in new regulatory capital adequacy requirements based on risk-adjusted assets. These requirements take into consideration the risk inherent in investments, loans, and other assets for both on-balance sheet and off-balance sheet items. Under these requirements, the regulatory agencies have set minimum thresholds for Tier 1 capital, total capital and leverage ratios. Premier Commercial Bancorp and Premier Commercial Bank’s risk-based capital ratios, shown below as of December 31, 2005, have been computed in accordance with regulatory accounting policies.

			December 31, 2005
	Minimum		Premier Commercial
	Requirements		Bank		Bancorp
Tier 1 Capital to Risk-Weighted Assets	4.00	%	9.2	%	7.2	%
Total Capital to Risk-Weighted Assets	8.00	%	10.0	%	10.2	%
Tier 1 Capital to Average Assets	4.00	%	8.6	%	6.8	%

Effects Of Inflation

The financial statements and related financial information presented herein have been prepared in accordance with GAAP, which require the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution’s performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or same magnitude as the price of goods and services.

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REGULATION AND SUPERVISION

Premier Commercial Bancorp and our subsidiary, Premier Commercial Bank are extensively regulated under both federal and state laws and regulations. These laws and regulations are primarily intended to protect depositors, not shareholders. The following information describes statutory or regulatory provisions affecting us; however, it is qualified in its entirety by reference to the particular statutory and regulatory provisions at issue.

We are a registered bank holding company under the Bank Holding Company Act (“BHCA”), regulated, supervised and examined by the Federal Reserve Bank of San Francisco. We must file with the Federal Reserve Bank an annual report and additional reports as the Federal Reserve Board may require. We are also periodically examined by the Federal Reserve Board. Premier Commercial Bank, as a national bank is also regulated, supervised, and periodically examined by the Office of the Comptroller of the Currency.

The regulations of the Federal Reserve Board, the FDIC, and the Office of the Comptroller of the Currency govern most aspects of Premier Commercial Bancorp’s and Premier Commercial Bank’s businesses and operations, including, but not limited to, the scope of its business, investments, reserves against deposits, the nature and amount of any collateral for loans, the time of availability of deposited funds, the issuance of securities, the payment of dividends, bank expansion and bank activities, including real estate development and insurance activities, and the making of periodic reports. Various consumer laws and regulations also apply to Premier Commercial Bancorp and Premier Commercial Bank. The Federal Reserve Board, the FDIC, and the Comptroller of the Currency have broad enforcement powers over depository institutions, including the power to prohibit a bank from engaging in business practices which are considered to be unsafe or unsound, to impose substantial fines and other civil and criminal penalties, to terminate deposit insurance, and to appoint a conservator or receiver under a variety of circumstances. The Federal Reserve Board also has broad enforcement powers over bank holding companies, including the power to impose substantial fines and other civil and criminal penalties.

Regulation of Bank Holding Companies

Our activities are subject to extensive regulation by the Federal Reserve Board. The BHCA requires us to obtain the prior approval of the Federal Reserve Board before (i) directly or indirectly acquiring ownership or control of any voting shares of another bank or bank holding company if, after such acquisition, we would own or control more than 5% of the shares of the other bank or bank holding company (unless the acquiring company already owns or controls a majority of such shares); (ii) acquiring all or substantially all of the assets of another bank or bank holding company; or (iii) merging or consolidating with another bank holding company. The Federal Reserve Board will not approve any acquisition, merger or consolidation that would have a substantially anticompetitive result, unless the anticompetitive effects of the proposed transaction are clearly outweighed by a greater public interest in meeting the convenience and needs of the community to be served. The Federal Reserve Board also considers capital adequacy and other financial and managerial factors in its review of acquisitions and mergers.

With certain exceptions, the BHCA also prohibits us from acquiring or retaining direct or indirect ownership or control of more than 5% of the voting shares of any company that is not a bank or bank holding company, or from engaging directly or indirectly in activities other than those of banking, managing or controlling banks, or providing services for its subsidiaries. The principal exceptions to these prohibitions involve certain non-bank activities that, by statute or by Federal Reserve Board regulation or order, have been determined to be activities closely related to the business of banking or of managing or controlling banks.

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The Gramm-Leach-Bliley Financial Modernization Act of 1999 eliminated most barriers to affiliations among banks and securities firms, insurance companies and other financial service providers and enabled full affiliations to occur between such entities. Therefore, expanded financial affiliation opportunities are provided for existing bank holding companies and other financial services providers are permitted to acquire banks and become bank holding companies without ceasing any existing financial activities. Previously, a bank holding company could only engage in activities that were “closely related to banking.”  This limitation no longer applies to bank holding companies that qualify to be treated as financial holding companies. To qualify as a financial holding company, a bank holding company’s subsidiary depository institutions must be well-capitalized, well-managed and have at least a “satisfactory” Community Reinvestment Act examination rating. “Nonqualifying” bank holding companies are limited to activities that were permissible under the BHCA as of November 11, 1999.

The Financial Modernization Act also allows a subsidiary of a national bank to engage in financial activities that the bank cannot itself engage in, except for general insurance underwriting and real estate development and investment. In order for a subsidiary of a national bank to engage in these new financial activities, the national bank and its depository institution affiliates must be “well capitalized,” have at least “satisfactory” general, managerial and Community Reinvestment Act examination ratings, and meet other qualification requirements relating to total assets, subordinated debt, capital, risk management, and affiliate transactions. Subsidiaries of state banks can exercise the same powers as national bank subsidiaries if they satisfy the same qualifying rules that apply to national banks, except that state-chartered banks do not have to satisfy the statutory managerial and debt rating-requirements of national banks.

Federal Deposit Insurance

The FDIC insures deposits of federally insured banks, savings banks, savings associations and thrifts and safeguards the safety and soundness of the banking industry. Two separate insurance funds are maintained and administered by the FDIC. In general, bank deposits are insured through the Bank Insurance Fund.

Deposits in Premier Commercial Bank are insured to a maximum of $100,000 per depositor by the FDIC. Premier Commercial Bank is required to pay quarterly deposit insurance premium assessments to the FDIC. In general terms, each institution is assessed insurance premiums according to how much risk to the insurance fund the institution represents. Well-capitalized institutions with few supervisory concerns are assessed lower premiums than other institutions.

The FDIC may terminate the deposit insurance of any insured depository institution if the FDIC determines that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, order or any condition imposed in writing by, or pursuant to written agreement with, the FDIC. The FDIC may also suspend deposit insurance temporarily during the hearing process for a permanent termination of insurance if the institution has no tangible capital.

Capital Adequacy Requirements

Premier Commercial Bancorp and Premier Commercial Bank are subject to the regulations of the FDIC and the Federal Reserve Board, respectively, governing capital adequacy. Those regulations incorporate both risk-based and leverage capital requirements. Each of the federal regulators has established risk-based and leverage capital guidelines for the banks or bank holding companies it regulates, which set total capital requirements and define capital in terms of “core capital elements,” or Tier 1 capital; and “supplemental capital elements,” or Tier 2 capital. Tier 1 capital is generally defined as the sum of the core capital elements less

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goodwill and certain other deductions, notably the unrealized net gains or losses (after tax adjustments) on available for sale investment securities carried at fair market value. The following items are defined as core capital elements: (i) common stockholders’ equity; (ii) qualifying noncumulative perpetual preferred stock and related surplus; and (iii) minority interests in the equity accounts of consolidated subsidiaries. Supplementary capital elements include: (i) allowance for loan and lease losses (but not more than 1.25% of an institution’s risk-weighted assets); (ii) perpetual preferred stock and related surplus not qualifying as core capital; (iii) hybrid capital instruments, perpetual debt and mandatory convertible debt instruments; and (iv) term subordinated debt and intermediate-term preferred stock and related surplus. The maximum amount of supplemental capital elements which qualifies as Tier 2 capital is limited to 100% of Tier 1 capital, net of goodwill.

The minimum required ratio of qualifying total capital to total risk-weighted assets is 8.0% (“Total Risk-Based Capital Ratio”), at least one-half of which must be in the form of Tier 1 capital, and the minimum required ratio of Tier 1 capital to total risk-weighted assets is 4.0% (“Tier 1 Risk-Based Capital Ratio”). Risk-based capital ratios are calculated to provide a measure of capital that reflects the degree of risk associated with a banking organization’s operations for both transactions reported on the balance sheet as assets, and transactions, such as letters of credit, commitments to lend and recourse arrangements, which are recorded as off-balance sheet items. Under the risk-based capital guidelines, the nominal dollar amounts of assets and credit-equivalent amounts of off-balance sheet items are multiplied by one of several risk adjustment percentages, which range from 0% for assets with low credit risk, such as certain U.S. Treasury securities, to 100% for assets with relatively high credit risk, such as business loans.

The risk-based capital requirements also take into account concentrations of credit (i.e., relatively large proportions of loans involving one borrower, industry, location, collateral or loan type) and the risks of “non-traditional” activities (those that have not customarily been part of the banking business). The regulations require institutions with high or inordinate levels of risk to operate with higher minimum capital standards, and authorize the regulators to review an institution’s management of such risks in assessing an institution’s capital adequacy.

The risk-based capital regulations also include exposure to interest rate risk as a factor that the regulators will consider in evaluating a bank’s capital adequacy. Interest rate risk is the exposure of a bank’s current and future earnings and equity capital arising from adverse movements in interest rates. While interest rate risk is inherent in a bank’s role as financial intermediary, it introduces volatility to bank earnings and to the economic value of the bank.

The FDIC and the Federal Reserve Board also require the maintenance of a leverage capital ratio designed to supplement the risk-based capital guidelines. Banks and bank holding companies that have received the highest rating of the five categories used by regulators to rate banks and are not anticipating or experiencing any significant growth must maintain a ratio of Tier 1 capital (net of all intangibles) to adjusted total assets (“Leverage Capital Ratio”) of at least 3%. All other institutions are required to maintain a leverage ratio of at least 100 to 200 basis points above the 3% minimum, for a minimum of 4% to 5%. Pursuant to federal regulations, banks must maintain capital levels commensurate with the level of risk to which they are exposed, including the volume and severity of problem loans, and federal regulators may, however, set higher capital requirements when a bank’s particular circumstances warrant.

Prompt Corrective Action Provisions

Federal law requires each federal banking agency to take prompt corrective action to resolve the problems of insured financial institutions, including but not limited to those that fall below one or more prescribed minimum capital ratios. The federal banking agencies have by regulation defined the following five

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capital categories: “well capitalized” (Total Risk-Based Capital Ratio of 10%; Tier 1 Risk-Based Capital Ratio of 6%; and Leverage Ratio of 5%); “adequately capitalized” (Total Risk-Based Capital Ratio of 8%; Tier 1 Risk-Based Capital Ratio of 4%; and Leverage Ratio of 4%) (or 3% if the institution receives the highest rating from its primary regulator); “undercapitalized” (Total Risk-Based Capital Ratio of less than 8%; Tier 1 Risk-Based Capital Ratio of less than 4%; or Leverage Ratio of less than 4%) (or 3% if the institution receives the highest rating from its primary regulator); “significantly undercapitalized” (Total Risk-Based Capital Ratio of less than 6%; Tier 1 Risk-Based Capital Ratio of less than 3%; or Leverage Ratio less than 3%); and “critically undercapitalized” (tangible equity to total assets less than 2%). A bank may be treated as though it were in the next lower capital category if after notice and the opportunity for a hearing, the appropriate federal agency finds an unsafe or unsound condition or practice so warrants, but no bank may be treated as “critically undercapitalized” unless its actual capital ratio warrants such treatment.

At each successively lower capital category, an insured bank is subject to increased restrictions on its operations. For example, a bank is generally prohibited from paying management fees to any controlling persons or from making capital distributions if to do so would make the bank “undercapitalized.” Asset growth and branching restrictions apply to undercapitalized banks, which are required to submit written capital restoration plans meeting specified requirements (including a guarantee by the parent holding company, if any). “Significantly undercapitalized” banks are subject to broader regulatory authority, including among other things, capital directives, forced mergers, restrictions on the rates of interest they may pay on deposits, restrictions on asset growth and activities, and prohibitions on paying certain bonuses without FDIC approval. Even more severe restrictions apply to critically undercapitalized banks. Most importantly, except under limited circumstances, not later than 90 days after an insured bank becomes critically undercapitalized, the appropriate federal banking agency is required to appoint a conservator or receiver for the bank.

In addition to measures taken under the prompt corrective action provisions, insured banks may be subject to potential actions by the federal regulators for unsafe or unsound practices in conducting their businesses or for violations of any law, rule, regulation or any condition imposed in writing by the agency or any written agreement with the agency. Enforcement actions may include the issuance of cease and desist orders, termination of insurance of deposits (in the case of a bank), the imposition of civil money penalties, the issuance of directives to increase capital, formal and informal agreements, or removal and prohibition orders against “institution-affiliated” parties.

Safety and Soundness Standards

The federal banking agencies have also adopted guidelines establishing safety and soundness standards for all insured depository institutions. Those guidelines relate to internal controls, information systems, internal audit systems, loan underwriting and documentation, compensation and interest rate exposure. In general, the standards are designed to assist the federal banking agencies in identifying and addressing problems at insured depository institutions before capital becomes impaired. If an institution fails to meet these standards, the appropriate federal banking agency may require the institution to submit a compliance plan and institute enforcement proceedings if an acceptable compliance plan is not submitted.

Community Reinvestment Act

Under the Community Reinvestment Act of 1977 and implementing regulations of the banking agencies, a financial institution has a continuing and affirmative obligation (consistent with safe and sound operation) to meet the credit needs of its entire community, including low- and moderate-income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions, nor does it limit an institution’s discretion to develop the types of products and services that the institution believes are best suited to

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its particular community. The CRA requires that bank regulatory agencies conduct regular CRA examinations and provide written evaluations of institutions’ CRA performance. The CRA also requires that an institution’s CRA performance rating be made public.

The most recent CRA examination of Premier Commercial Bank, concluded in 2005, and resulted in a “Satisfactory”. Although CRA examinations occur on a regular basis, CRA performance evaluations are used principally in the evaluation of regulatory applications submitted by an institution. CRA performance evaluations are considered in evaluating applications for such things as mergers, acquisitions and applications to open branches.

The Financial Services Modernization Act of 1999 and subsequent regulations revises the CRA by reducing the frequency of examinations for smaller banks, those with assets of less than $1 billion, and by requiring disclosure by community groups as to the amount of funds received from lenders and the manner those community groups used those funds. These revisions are not expected to significantly impact the application of CRA to Premier Commercial Bank.

Other Consumer Protection Laws and Regulations

The bank regulatory agencies are increasingly focusing attention on compliance with consumer protection laws and regulations. Examination and enforcement has become intense, and banks have been advised to carefully monitor compliance with various consumer protection laws and their implementing regulations. The federal Interagency Task Force on Fair Lending issued a policy statement on discrimination in home mortgage lending describing three methods that federal agencies will use to prove discrimination: overt evidence of discrimination, evidence of disparate treatment, and evidence of disparate impact. In addition to Community Reinvestment Act and fair lending requirements, Premier Commercial Bank is subject to numerous other federal consumer protection statutes and regulations. Due to heightened regulatory concern related to compliance with consumer protection laws and regulations generally, Premier Commercial Bank may incur additional compliance costs or be required to expend additional funds for investments in the local communities it serves.

The Financial Modernization Act imposes customer privacy requirements on any company engaged in financial activities. Under these requirements, a financial company is required to protect the security and confidentiality of customer nonpublic personal information. Also, for customers that obtain a financial product such as a loan for personal, family or household purposes, a financial company is required to disclose its privacy policy to the customer at the time the relationship is established and annually thereafter, including its policies concerning the sharing of the customer’s nonpublic personal information with affiliates and third parties. If an exemption is not available, a financial company must provide consumers with a notice of its information sharing practices that allows the consumer to reject the disclosure of its nonpublic personal information to third parties. Third parties that receive such information are subject to the same restrictions as the financial company on the reuse of the information. Finally, a financial company is prohibited from disclosing an account number or similar item to a third party for use in telemarketing, direct mail marketing or other marketing through electronic mail.

Recent Legislation

From time to time, legislation is enacted which has the effect of increasing the cost of doing business, limiting or expanding permissible activities or affecting the competitive balance between banks and other financial institutions. Proposals to change the laws and regulations governing the operations and taxation of banks and other financial institutions are frequently made in Congress, in the California legislature and before

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various bank regulatory agencies. Certain of the potentially significant changes which have been enacted recently and others which are currently under consideration by Congress or various regulatory agencies are discussed below.

The Federal Reserve Board in November 2005 approved amendments to Regulation CC that define “remotely created checks” and create transfer and presentment warranties that shift liability for an unauthorized remotely created check to the institution where it is first deposited. In place of a signature, a remotely created check generally bears a statement that the customer authorized the check or bears the customer’s printed or typed name, such as when a debtor authorizes a credit card company to create a remotely created check by telephone so that the debtor may pay a credit card bill in a timely manner. Since the remotely created checks are vulnerable to fraud Regulation CC creates transfer and presentment warranties under which any bank that transfers or presents a remotely created check would warrant that the check is authorized by the person on whose account the check is drawn. The warranties would apply only to banks and would ultimately shift liability for losses attributable to an unauthorized remotely created check to the depositary bank. These amendments would not affect the rights of checking account customers, as they are not liable for unauthorized checks drawn on their accounts. The amendments to Regulation CC become effective on July 1, 2006

On August 2, 2005, the OCC, FDIC, and the Board of Governors of the Federal Reserve System adopted a final rule to revise their Community Reinvestment Act (CRA) regulations. The effective date of the final rule is September 1, 2005. Major points of the final rule include:

•increasing the asset-size threshold for a “small bank” to $1 billion. Small banks are not subject to certain data collection and reporting requirements and are eligible for evaluation under the small bank lending test.

•creating a new category of “intermediate small banks” for purposes of evaluation under the CRA. Intermediate small banks are those with at least $250 million but less than $1 billion in assets. The overall CRA rating for an intermediate small bank will be based both on the rating from the small bank lending test and the rating from a new community development test..

•revising the definition of “community development” to increase the number and kinds of rural tracts in which bank activities are eligible for community development consideration.

•revising the regulation to address the impact on a bank’s CRA rating of evidence of discrimination or other illegal credit practices.

In May 2005, the FRB adopted a final rule to amend Regulation DD and the related official staff interpretations, to improve the uniformity and adequacy of information to consumers about certain services provided by banks to their deposit customers. These services are commonly referred to as “bounced-check protection” or “courtesy overdraft protection” services (overdraft services). These amendments become effective on July 1, 2006. These amendments require banks to disclose information about overdraft fees on periodic statements and account-opening disclosures, and to include certain disclosures in advertisements for overdraft services. Regulation DD generally requires that banks disclose the amount of any fee that may be imposed in connection with the account and the conditions under which a fee may be imposed. The final rule amends the official staff interpretations to state that, in satisfying this requirement with respect to fees for overdraft services, a bank must specify the categories of transactions for which an overdraft fee may be imposed.

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The Federal Reserve Board issued a final rule on March 1, 2005 that amends Regulation H and Regulation Y to limit restricted core capital elements (including trust preferred securities) which count as Tier 1 capital to 25 percent of all core capital elements, net of goodwill less any associated deferred tax liability. Internationally active bank holding companies, defined as those with consolidated assets greater than $250 billion or on-balance-sheet foreign exposure greater than $10 billion, will be subject to a 15 percent limit, but they may include qualifying mandatory convertible preferred securities up to the generally applicable 25 percent limit. Amounts of restricted core capital elements in excess of these limits generally may be included in Tier 2 capital. The final rule provides a five-year transition period, ending March 31, 2009, for application of the quantitative limits.

California Senate Bill 1 created the California Financial Information Privacy Act which became effective on July 1, 2004 to provide greater privacy protections than the federal Gramm-Leach-Bliley Act. Codified in California Financial Code section 4050 -4060, the law prohibits financial institutions from sharing or selling personally identifiable nonpublic information without obtaining a consumer’s consent, as provided. It provides for a plain-language notice of the privacy rights it confers. The law requires that (1) a consumer must “opt in” before a financial institution may share personal information with an unaffiliated third party, (2) consumers be given an opportunity to “opt out” of sharing with a financial institution’s financial marketing partners, and (3) consumers be given the opportunity to “opt out” of sharing with a financial institution’s affiliates, with some exceptions. When an affiliate is wholly owned, in the same line of business, subject to the same functional regulator and operates under the same brand name, an institution may share its customers’ personal information with the affiliate without providing an opt-out right. A recent federal district court decision has enjoined the enforcement of the affiliate sharing provisions of the California Financial Privacy Act.

The Sarbanes-Oxley Act (“SOX”) was adopted in 2002 for the stated purpose to increase corporate responsibility, enhance penalties for accounting and auditing improprieties at publicly traded companies, and protect investors by improving the accuracy and reliability of corporate disclosures. SOX amends the Securities Act of 1934 and contains far-reaching securities legislation. SOX includes very specific additional disclosure requirements and new corporate governance rules, requires the SEC and securities exchanges to adopt extensive additional disclosure, corporate governance and other related rules. Among its provisions, SOX subjects bonuses issued to top executives to disgorgement if a subsequent restatement of a company’s financial statements was due to corporate misconduct, prohibits an officer or director from misleading or coercing an auditor, prohibits insider trades during pension fund “blackout periods,” imposes new criminal penalties for fraud and other wrongful acts and extends the period during which certain securities fraud lawsuits can be brought against a company or its officers.

SOX represents significant federal involvement in matters traditionally left to state regulatory systems, such as the regulation of the accounting profession, and to state corporate law, such as the relationship between a board of directors and management and between a board of directors and its committees. In addition, the federal banking regulatory authorities have adopted requirements concerning the certification of financial statements by bank officials that are generally similar to requirements under SOX.

Specifically, SOX prohibits a registered public accounting firm from performing specified nonaudit services contemporaneously with a mandatory audit and vests the audit committee of an issuer with responsibility for the appointment, compensation, and oversight of any registered public accounting firm employed to perform audit services. SOX also requires each committee member to be a member of the board of directors of the issuer, and to be otherwise independent. SOX further requires the chief executive officer and chief financial officer of an issuer to make certain certifications as to each annual or quarterly report filed with the SEC. Pursuant to the mandate in SOX, the SEC has adopted various rules, including rules to require reporting companies to adopt a code of ethics for its senior financial officers, disclosure of all material off-

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balance sheet transactions and relationships that may have a material effect upon the financial status of an issuer and the presentation of pro forma financial information in a manner that is not misleading, and which is reconcilable with the financial condition of the issuer under generally accepted accounting principles.

SOX also provides for mandated internal control report and assessment with the annual report and an attestation and a report on such report by Premier Commercial Bancorp’s auditor. In late 2005, the SEC delayed the implementation of this requirement for reporting companies that are nonaccelerated filers to the first fiscal year ending after July 15, 2007.

On October 26, 2001, President Bush signed into law the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001. Part of the USA Patriot Act is the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 (“IMLA”). IMLA authorizes the Secretary of the Treasury, in consultation with the heads of other government agencies, to adopt special measures applicable to banks, bank holding companies, and/or other financial institutions. These measures may include enhanced recordkeeping and reporting requirements for certain financial transactions that are of primary money laundering concern, due diligence requirements concerning the beneficial ownership of certain types of accounts, and restrictions or prohibitions on certain types of accounts with foreign financial institutions.

Among its other provisions, IMLA requires each financial institution to: (i) establish an anti-money laundering program; (ii) establish due diligence policies, procedures and controls with respect to its private banking accounts and correspondent banking accounts involving foreign individuals and certain foreign banks; and (iii) avoid establishing, maintaining, administering, or managing correspondent accounts in the United States for, or on behalf of, a foreign bank that does not have a physical presence in any country. In addition, IMLA contains a provision encouraging cooperation among financial institutions, regulatory authorities and law enforcement authorities with respect to individuals, entities and organizations engaged in, or reasonably suspected of engaging in, terrorist acts or money laundering activities. IMLA expands the circumstances under which funds in a bank account may be forfeited and requires covered financial institutions to respond under certain circumstances to requests for information from federal banking agencies within 120 hours. IMLA also amends the BHCA and the Bank Merger Act to require the federal banking agencies to consider the effectiveness of a financial institution’s anti-money laundering activities when reviewing an application under these acts. IMLA became effective July 23, 2002.

It is impossible to predict what effect the enactment of certain of the above-mentioned legislation will have on Premier Commercial Bancorp and Premier Commercial Bank and on the financial institutions industry in general. Moreover, it is likely that other bills affecting the business of banks may be introduced in the future by the United States Congress or California legislature.

LEGAL PROCEEDINGS

From time to time we are party to claims and legal proceedings arising in the ordinary course of business. We are not aware of any material pending litigation proceedings to which it is a party or has recently been a party to, which will have a material adverse effect on our financial condition or results of operations.

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MANAGEMENT AND DIRECTORS

The following sets forth information about the business experience during the past five years of each director and executive officer of Premier Commercial Bancorp.

Name and Title	Age	Year First Appointed or Elected	Principal Occupation During the Past Five Years
Kenneth J. Cosgrove Chairman and Chief Executive Officer	58	2004	Chairman and Chief Executive Officer, Premier Commercial Bank; Owner, K.C. Strategies; Former President Chief Executive Officer and Director, Orange National Bank.
Edward E. Hatz Vice Chairman	67	2004	Vice President and Secretary, Hamilton, Materials, Inc.
Richard T. Letwak Director	63	2004	Certified Public Accountant, Letwak & Bennett.
Robert C. Matranga Director	63	2004	Chief Executive Officer, Bomel Construction Company Inc.
Ashokkumar Patel President/Chief Operating Officer and Director	44	2004	President, Chief Operating Officer and Director, Premier Commercial Bank; Senior Vice President-Administration, Bank of Orange County.
Steven Perryman Director	63	2004	Retired; Formerly Group Chairman, TEC Worldwide, Inc.
Stephen W. Pihl Executive Vice President	44	N/A	Executive Vice President of Premier Commercial Bancorp, Executive Vice President and Chief Credit Officer of Premier Commercial Bank. Former Vice President of California Bank & Trust (2000-2001).
Melvin W. Smith Director	62	2004	President, Mel Smith Electric, Inc.
Ronald P. Thon Director	61	2004	Chief Executive Officer, Thon Insurance Services, Inc.
Viktor R. Uehlinger Executive Vice President and Chief Financial Officer	52	2004	Executive Vice President or Premier Commercial Bancorp, Executive Vice President and Chief Financial Officer of Premier Commercial Bank. Formerly Senior Vice President and Chief Financial Officer of Asahi Bank of California.
Anthony M. Vitti Director	62	2004	Attorney.

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None of the directors were selected pursuant to any arrangement or understanding other than with the directors of Premier Commercial Bancorp acting within their capacities as such. There are no family relationships between any of the directors of Premier Commercial Bancorp.

All of the above have been with Premier Commercial Bancorp since its inception in 2004. All present directors of both Premier Commercial Bancorp and Premier Commercial Bank serve for a term of one year and hold office until the next annual meeting of shareholders or until their successors are duly elected and qualified. The executive officers are appointed annually by the board of directors following the annual meeting and serve at the pleasure of the board of directors.

Certain Relationships and Related Transactions

Some of the executive officers and directors of Premier Commercial Bancorp and Premier Commercial Bank and the companies with which they are associated have been customers of, and have had banking transactions with Premier Commercial Bank in the ordinary course of its business and we expect that they will continue to have such relationships in the future. All loans and commitments to lend and all deposit relationships in such transactions have been made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons of similar creditworthiness, and in the opinion of our management, have not involved more than the normal risk of repayment or presented any other unfavorable features.

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COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Executive Compensation

Summary Compensation Table

					Long Term Compensation
Annual Compensation					Awards		Payouts
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)
Name and Principal Position	Year	Salary ($)	Bonus ($)	Other Annual Compensation(1) ($)	Restricted Stock Award(s) ($)	Options/ SARs	LTIP Payouts ($)	All Other Compensation ($)(2)
Kenneth J. Cosgrove	2005	200,000	150,000	12,000	101,250			5,000
Chairman and	2004	162,500	115,000	10,500
Chief Executive Officer	2003	138,750	66,745	9,000
Ashokkumar Patel	2005	200,000	150,000	12,000	101,250			5,000
President and Chief Operating	2004	162,500	115,000	10,500
Officer	2003	138,750	66,745	9,000
Viktor R. Uehlinger	2005	130,000	55,000	6,550	20,250			2,250
Executive Vice President and	2004	122,000	56,824	4,800
Chief Financial Officer	2003	102,000	16,250	4,400
Stephen W. Pihl	2005	150,000	60,000	5,350	30,375			1,700
Executive Vice President and	2004	114,000	23,390	4,800
Chief Credit Officer	2003	108,000	22,000	4,800

(1)These amounts represent perquisites consisting of automobile allowance applicable to the executive officer.

(2)These amounts represent Premier Commercial Bancorp’s contribution to the 401(k) on behalf of the executive officer.

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Option/SAR Exercises and Year-End Value Table

Aggregated Option/SAR Exercises in Last Fiscal Year and Year-End Option/SAR Value

(a)	(b)	(c)	(d)	(e)
Name	Shares Acquired on Exercise (#)	Value Realized ($)	Number of Unexercised Options/SARs at Year-End (#) Exercisable/ Unexercisable	Value of Unexercised In- the-Money Options/SARs at Year-End ($) Exercisable/ Unexercisable
Kenneth J. Cosgrove	0	N/A	Options only 65,625/0	$1,210,125/$0
Ashokkumar Patel	0	N/A	Options only 65,625/0	$1,210,125/$0
Viktor R. Uehlinger	0	N/A	Options only 21,094/0	$387,098/$0
Stephen W. Pihl	0	N/A	Options only 21,094/0	$387,098/$0

Employment Agreements

Mr. Cosgrove, Chief Executive Officer of Premier Commercial Bank and Premier Commercial Bancorp, has an employment agreement for a term, commencing October 1, 2004 and ending December 31, 2007. Under the agreement, Mr. Cosgrove receives an annual base salary of $200,000 for the first 15 months of the agreement, $225,000 for the next 12 months and $250,000 for the remaining term of his agreement. Mr. Cosgrove is entitled to participate in Premier Commercial Bank’s employee benefits, health and insurance benefits. Under the agreement Mr. Cosgrove is entitled to an annual bonus for the calendar years ended 2005, 2006 and 2007. The bonus is paid on Premier Commercial Bancorp achieving a targeted return on average equity and/or targeted return on average assets during the calendar years 2005, 2006 and 2007. Mr. Cosgrove is paid a bonus 7.5% of the return on average equity in excess of the return on average equity above 8% in 2005, 9% in 2006 and 10% in 2007. Mr. Cosgrove is also paid a bonus of 15% of the return on average assets in excess of the return on average assets above ..8% in 2005, .9% in 2006 and 1.0% in 2007. Mr. Cosgrove is provided an automobile allowance of $1,000 per month for the business and personal use. Mr. Cosgrove is entitled to accrue up to four weeks vacation time during each year and to have business expenses reimbursed. In addition, Premier Commercial Bancorp agrees to pay for Mr. Cosgrove’s membership fees to the Pacific Club. If Mr. Cosgrove is terminated for committing a wrong against Premier Commercial Bank, he will not be paid any compensation upon termination. However, if Mr. Cosgrove is terminated without cause, he will receive 18 months salary if terminated. In the event of a change of control of Premier Commercial Bancorp and Mr. Cosgrove is terminated or given a different position, title or reduction in base salary, then Premier Commercial Bancorp will have to pay him two years worth of his then current base salary plus the bonus earned for the preceding year, subject to reduction if any of such payment would constitute an excess parachute payment.

49

Mr. Cosgrove also has a salary continuation agreement which provides that Premier Commercial Bancorp will pay him $75,000 per year for 15 years in 180 payments following his retirement from Premier Commercial Bancorp at age 65 or later (“Retirement Age”). In the event of disability while Mr. Cosgrove is actively employed prior to Retirement Age, he will receive a lump sum amount within ninety days following termination of employment due to disability based on the accrual balance for the number of years the agreement has been in place with a minimum payment of $50,550, and a maximum payment of $717,478. The accrual balance means the liability that should be accrued by Premier Commercial Bancorp under generally accepted accounting principles for Premier Commercial Bancorp’s obligation to Mr. Cosgrove under the salary continuation agreement. In the event of termination without cause, Mr. Cosgrove shall receive a lump sum amount within ninety days following termination of employment based on the vesting schedule below in the accrual balance. The vesting schedule is 11% per year of service with full vesting occurring after nine years. In the event of a change of control of Premier Commercial Bancorp followed by either voluntary or involuntary termination of Mr. Cosgrove’s employment within twelve months of the change of control, he will receive $75,000 per year for 15 years in 180 payments following his attainment of age 65. In the event Mr. Cosgrove is entitled to salary continuation benefits and dies prior to receiving all 180 monthly payments, then no further payments are to be paid pursuant to the salary continuation agreement after his death, but the beneficiaries of Mr. Cosgrove shall be entitled to benefits of a split dollar agreement between Mr. Cosgrove and Premier Commercial Bancorp. Pursuant to the split dollar agreement, upon Mr. Cosgrove’s death, his properly designated beneficiaries would receive $717,478.

Mr. Patel, President and Chief Operating Officer of Premier Commercial Bank and Premier Commercial Bancorp, has an employment agreement for a term, commencing October 1, 2004 and ending December 31, 2007. Under the agreement, Mr. Patel receives an annual base salary of $200,000 for the first 15 months of the agreement, $225,000 for the next 12 months and $250,000 for the remaining term of his agreement. Mr. Patel is entitled to participate in Premier Commercial Bank’s employee benefits, health and insurance benefits. Under the agreement Mr. Patel is entitled to an annual bonus for the calendar years ended 2005, 2006 and 2007. The bonus is paid on Premier Commercial Bancorp achieving a targeted return on average equity and/or targeted return on average assets during the calendar years 2005, 2006 and 2007. Mr. Patel is paid a bonus 7.5% of the return on average equity in excess of the return on average equity above 8% in 2005, 9% in 2006 and 10% in 2007. Mr. Patel is also paid a bonus of 15% of the return on average assets in excess of the return on average assets above .8% in 2005, .9% in 2006 and 1.0% in 2007. Mr. Patel is provided an automobile allowance of $1,000 per month for the business and personal use. Mr. Patel is entitled to accrue up to four weeks vacation time during each year and to have business expenses reimbursed. In addition, Premier Commercial Bancorp agrees to pay for Mr. Patel’s membership fees to the Pacific Club. If Mr. Patel is terminated for committing a wrong against Premier Commercial Bank, he will not be paid any compensation upon termination. However, if Mr. Patel is terminated without cause, he will receive 18 months salary if terminated. In the event of a change of control of Premier Commercial Bancorp and Mr. Patel is terminated or given a different position, title or reduction in base salary, then Premier Commercial Bancorp will have to pay him two years worth of his then current base salary plus the bonus earned for the preceding year, subject to reduction if any of such payment would constitute an excess parachute payment.

Mr. Patel also has a salary continuation agreement which provides that Premier Commercial Bancorp will pay him $75,000 per year for 15 years in 180 payments following his retirement from Premier Commercial Bancorp at age 65 or later (“Retirement Age”). In the event of disability while Mr. Patel is actively employed prior to Retirement Age, he will receive a lump sum amount within ninety days following termination of employment due to disability based on the accrual balance for the number of years the agreement has been in place with a minimum payment of $10,986, and a maximum payment of $717,478. The accrual balance means the liability that should be accrued by Premier Commercial Bancorp under

50

generally accepted accounting principles for Premier Commercial Bancorp’s obligation to Mr. Patel under the salary continuation agreement. In the event of termination without cause, Mr. Patel shall receive a lump sum amount within ninety days following termination of employment based on the vesting schedule below in the accrual balance. The vesting schedule is 10% per year of service with full vesting occurring after ten years. In the event of a change of control of Premier Commercial Bancorp followed by either voluntary or involuntary termination of Mr. Patel’s employment within twelve months of the change of control, he will receive $75,000 per year for 15 years in 180 payments following his attainment of age 65. In the event Mr. Patel is entitled to salary continuation benefits and dies prior to receiving all 180 monthly payments, then no further payments are to be paid pursuant to the salary continuation agreement after his death, but the beneficiaries of Mr. Patel shall be entitled to benefits of a split dollar agreement between Mr. Patel and Premier Commercial Bancorp. Pursuant to the split dollar agreement, upon Mr. Patel’s death, his properly designated beneficiaries would receive $717,478.

Mr. Pihl, Executive Vice President and Chief Credit Officer of Premier Commercial Bank and Premier Commercial Bancorp, has a salary continuation agreement which provides that Premier Commercial Bancorp will pay him $38,000 per year for 15 years in 180 payments following his retirement from Premier Commercial Bancorp at age 65 or later (“Retirement Age”). In the event of disability while Mr. Pihl is actively employed prior to Retirement Age, he will receive a lump sum amount within ninety days following termination of employment due to disability based on the accrual balance for the number of years the agreement has been in place with a minimum payment of $5,450, and a maximum payment of $363,522. The accrual balance means the liability that should be accrued by Premier Commercial Bancorp under generally accepted accounting principles for Premier Commercial Bancorp’s obligation to Mr. Pihl under the salary continuation agreement. In the event of termination without cause, Mr. Pihl shall receive a lump sum amount within ninety days following termination of employment based on the vesting schedule below in the accrual balance. The vesting schedule is 10% per year of service with full vesting occurring after ten years. In the event of a change of control of Premier Commercial Bancorp followed by either voluntary or involuntary termination of Mr. Pihl’s employment within twelve months of the change of control, he will receive $38,000 per year for 15 years in 180 payments following his attainment of age 65. In the event Mr. Pihl is entitled to salary continuation benefits and dies prior to receiving all 180 monthly payments, then no further payments are to be paid pursuant to the salary continuation agreement after his death, but the beneficiaries of Mr. Pihl shall be entitled to benefits of a split dollar agreement between Mr. Pihl and Premier Commercial Bancorp. Pursuant to the split dollar agreement, upon Mr. Pihl’s death, his properly designated beneficiaries would receive $363,522.

Mr. Uehlinger, Executive Vice President and Chief Financial Officer of Premier Commercial Bank and Premier Commercial Bancorp, has a salary continuation agreement which provides that Premier Commercial Bancorp will pay him $38,000 per year for 15 years in 180 payments following his retirement from Premier Commercial Bancorp at age 65 or later (“Retirement Age”). In the event of disability while Mr. Uehlinger is actively employed prior to Retirement Age, he will receive a lump sum amount within ninety days following termination of employment due to disability based on the accrual balance for the number of years the agreement has been in place with a minimum payment of $11,407, and a maximum payment of $363,522. The accrual balance means the liability that should be accrued by Premier Commercial Bancorp under generally accepted accounting principles for Premier Commercial Bancorp’s obligation to Mr. Uehlinger under the salary continuation agreement. In the event of termination without cause, Mr. Uehlinger shall receive a lump sum amount within ninety days following termination of employment based on the vesting schedule below in the accrual balance. The vesting schedule is 10% per year of service with full vesting occurring after ten years. In the event of a change of control of Premier Commercial Bancorp followed by either voluntary or involuntary termination of Mr. Uehlinger’s employment within twelve months of the change of control, he will receive $38,000 per year for 15 years in

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180 payments following his attainment of age 65. In the event Mr. Uehlinger is entitled to salary continuation benefits and dies prior to receiving all 180 monthly payments, then no further payments are to be paid pursuant to the salary continuation agreement after his death, but the beneficiaries of Mr. Uehlinger shall be entitled to benefits of a split dollar agreement between Mr. Uehlinger and Premier Commercial Bancorp. Pursuant to the split dollar agreement, upon Mr. Uehlinger’s death, his properly designated beneficiaries would receive $363,522.

Director Compensation

Our outside board members receive director fees for attendance at regular meetings of $750 per meeting, $200 per committee meeting, $300 for the chairman of the committee, and an annual retainer of $5,000. In addition, in December, 2001, each of the outside directors was granted a stock option to acquire 15,625 shares at $5.12 per share, as adjusted for the stock splits, and in November, 2002, each of the outside directors was granted a stock option to acquire 7,813 shares at $5.89 per share, as adjusted for the stock splits. Also, in July, 2005, each outside director received a restricted stock award grant of 1,000 shares at $20.25 for a total grant value of $20,250.

Directors of Premier Commercial Bancorp and Premier Commercial Bank also have the option of participating in Premier Commercial Bank’s deferred fee program. Pursuant to the deferred fee program, directors make an initial deferral election by filing with Premier Commercial Bank a signed deferral election form which sets forth the amount of the director’s fees to be deferred. Premier Commercial Bank then establishes a deferral account on its books for the director and credits to the deferral account the fees deferred by the director and interest on the account balance at an annual rate equal to 6%, compounded monthly. The deferral account is not a trust fund of any kind and the director is a general unsecured creditor of Premier Commercial Bank for the payment of the benefits. Benefits under the deferred fee program are payable upon the director’s termination of service. If termination of service occurs after the director attains the age of 70, the amount of benefit payable is the deferral account balance at the date of termination of service. This amount shall be paid by Premier Commercial Bank in 120 monthly installments commencing on the first day of the month following the director’s termination of service. If termination of service occurs before the director attains the age of 70, the amount of benefit payable is also the deferral account balance at the date of termination of service. This amount shall be paid by Premier Commercial Bank in 120 monthly installments commencing on the first day of the month following the director’s attaining age 70. If termination of service occurs due to disability before the director attains the age of 70, the amount of benefit payable is also the deferral account balance at the date of termination of service. This amount shall be paid by Premier Commercial Bank in 120 monthly installments commencing on the first day of the month following the director’s termination of service. If termination of service occurs due a change of control of Premier Commercial Bancorp, the amount of benefit payable is the projected deferral account balance, calculated as if the director had reached age 70. This amount shall be paid by Premier Commercial Bank in 120 monthly installments commencing on the first day of the month following the director’s attaining age 70. Finally, if termination of service occurs due to the death of the director, the amount of benefit payable is the deferral account balance at the time of death. This amount shall be paid by Premier Commercial Bank in one lump sum within 60 days of director’s death. Mr. Smith is the only director to have entered into a deferred fee agreement with Premier Commercial Bank.

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BENEFICIAL OWNERSHIP OF COMMON STOCK

We know of no person who owns, beneficially or of record, either individually or together with associates, 5 percent or more of the outstanding shares of our common stock, except as set forth in the table below. The following table sets forth, as of March 1, 2006, the number and percentage of shares of our outstanding common stock beneficially owned, directly or indirectly, by each of our directors, named executive officers and principal shareholders and by our directors and executive officers as a group. The shares “beneficially owned” are determined under the Securities and Exchange Commission Rules, and do not necessarily indicate ownership for any other purpose. In general, beneficial ownership includes shares over which the director, named executive officer or principal shareholder has sole or shared voting or investment power and shares which such person has the right to acquire within 60 days of March 1, 2006. Unless otherwise indicated, the persons listed below have sole voting and investment powers of the shares beneficially owned.

	Amount and Nature of
Beneficial Owner	Beneficial Ownership		Percent of Class(1)
Kenneth J. Cosgrove	181,990	(2)	9.6	%
E. Eugene Hatz	62,000	(3)	3.4	%
Richard T. Letwak	47,850	(4)	2.6	%
Robert C. Matranga	104,015	(5)	5.6	%
Ashokkumar R. Patel	113,363	(6)	5.9	%
Stephen W. Pihl	26,679	(7)	1.4	%
Steven Perryman	67,870	(8)	3.7	%
Melvin W. Smith	135,482	(9)	7.4	%
Ronald P. Thon	47,851	(10)	2.6	%
Viktor R. Uehlinger	28,867	(11)	1.6	%
Anthony M. Vitti	33,203	(12)	1.8	%
Directors and executive officers as a group (numbering 11)	849,170	(13)	38.6	%

(1)Includes shares subject to options held by the directors and executive officers that were exercisable within 60 days of March 1, 2006. These are treated as issued and outstanding for the purpose of computing the percentage of each director, named executive officer and the directors and executive officers as a group, but not for the purpose of computing the percentage of class owned by any other person.

(2)Includes 82,031 shares acquirable by the exercise of stock options. Mr. Cosgrove has shared voting and investment powers as to 55,038 shares. Mr. Cosgrove’s address is c/o Premier Commercial Bank, 2400 E. Katella Avenue, Suite 125, Anaheim, California 92806.

(3)Includes 23,438 shares acquirable by the exercise of stock options.

(4)Includes 23,438 shares acquirable by the exercise of stock options. Mr. Letwak has shared voting and investment powers as to 24,412 of these shares.

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(5)Includes 23,438 shares acquirable by the exercise of stock options. Mr. Matranga’s address is c/o Premier Commercial Bank, 2400 E. Katella Avenue, Suite 125, Anaheim, California 92806.

(6)Includes 82,031 shares acquirable by the exercise of stock options.

(7)Includes 26,367 shares acquirable by the exercise of stock options. Mr. Pihl has shared voting and investment powers as of 312 of these shares.

(8)Includes 23,438 shares acquirable by the exercise of stock options.

(9)Includes 19,532 shares acquirable by the exercise of stock options. Mr. Smith has shared voting and investment powers over 115,950 shares. Mr. Smith’s address is c/o Premier Commercial Bank, 2400 E. Katella Avenue, Suite 125, Anaheim, California 92806.

(10)Includes 23,438 shares acquirable by the exercise of stock options. Mr. Thon has shared voting and investment powers over 2,2031 of these shares.

(11)Includes 26,367 shares acquirable by the exercise of stock options.

(12)Includes 23,438 shares acquirable by the exercise of stock options.

(13)Includes 376,956 shares acquirable by the exercise of stock options.

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DESCRIPTION OF CAPITAL STOCK

General

Our Articles of Incorporation authorize the issuance of 10,000,000 shares of no par value common stock. As of December 31, 2005, there were 1,458,891 shares of the common stock issued and outstanding.

Common Stock

Holders of common stock are entitled to cast one vote for each share held of record, to receive such dividends as may be declared by us out of legally available funds and to share ratably in any distribution of our assets after payment of all debts and other liabilities, upon liquidation, dissolution or winding up of Premier Commercial Bancorp. Shareholders do not have preemptive rights to subscribe to any and all issuances of the common stock. The outstanding shares of common stock are, and the shares of common stock to be issued in this offering, will be, upon delivery and payment therefore in accordance with the terms of the offering, fully paid and nonassessable. The following table summarizes the characteristics of our common stock:

Authorized	10,000,000 shares, no par value
Voting Rights	One vote per share on all matters upon which shareholders have the right to vote, except for voting for directors if cumulative voting is in effect.
Dividend Rights	As declared by the Board of Directors subject to the laws in the California General Corporation Law and applicable federal law.
Assessment	Nonassessable.
Liquidation Rights	Pro rata after payment of debts.
Redemption	Premier Commercial Bancorp may redeem its shares under restrictive conditions of the California General Corporation Law.
Preemptive Rights	None.
Number of Directors	Fixed in accordance with the Bylaws.

The transfer agent and registrar for our common stock is U. S. Stock Transfer Corporation.

LEGAL MATTERS

The validity of the securities offered hereby will be passed upon for us by Gary Steven Findley & Associates, Anaheim, California.

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EXPERTS

The audited financial statements of Premier Commercial Bancorp as of December 31, 2004 and 2005 are included in this prospectus and the registration statement in reliance upon the report of Vavrinek, Trine, Day & Co., LLP, independent certified public accountants, appearing elsewhere in this prospectus and upon their authority as experts in accounting and auditing.

INDEMNIFICATION

Our Articles of Incorporation and Bylaws provide for indemnification of agents including directors, officers and employees to the maximum extent allowed by California law including the use of an indemnity agreement. Our articles further provide for the elimination of director liability for monetary damages to the maximum extent allowed by California law. Under California law, a corporation may indemnify a director, officer, employee or agent of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In the case of an action brought by or in the right of a corporation, the corporation may indemnify a director, officer, employee or agent of the corporation against expenses (including attorneys’ fees) actually and reasonably incurred by him or her if he or she acted in good faith and in a manner he or she acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation, except that no indemnification shall be made: (1) in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless a court finds that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper, (2) of amounts paid in settling or otherwise disposing of a pending action without court approval, and (3) of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

Our Bylaws provide that we shall to the maximum extent permitted by law have the power to indemnify our directors, officers and employees. Our Bylaws also provide that we shall have the power to purchase and maintain insurance covering our directors, officers and employees against any liability asserted against any of them and incurred by any of them, whether or not we would have the power to indemnify them against such liability under the provisions of applicable law or the provisions of our Bylaws.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Premier Commercial Bancorp pursuant to the foregoing provisions, or otherwise, Premier Commercial Bancorp has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

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AVAILABLE INFORMATION

We have filed with the SEC in Washington, D.C. a registration statement on Form SB-2 under the Securities Act of 1933, with respect to the shares of common stock offered hereby. This prospectus, which is a part of the registration statement, does not contain all of the information set forth in the registration statement, certain portions of which have been omitted as permitted by the rules and regulations of the SEC. For further information with respect to the securities offered hereby, reference is made to the registration statement and the exhibits filed as part thereof or incorporated by reference therein, which may be inspected, without charge, and copied at prescribed rates at the principal or regional office of the SEC at the address stated below. Copies may be obtained at the prescribed rates from the public reference room maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 and public reference rooms in at the SEC’s regional offices in New York and Chicago. The public may also obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. An electronic version of the registration statement may be viewed at the SEC’s website:  www.sec.gov. Additionally, each of these sites also provide access to any other report or other information we file with the SEC.

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PREMIER COMMERCIAL BANCORP

INDEX TO FINANCIAL STATEMENTS

	Page
Independent Auditor’s Report	F-2
Consolidated Balance Sheets, December 31, 2005 and 2004	F-3
Consolidated Income Statements for the Years Ended December 31, 2005 and 2004	F-5
Consolidated Statements of Changes in Shareholders’ Equity for the Years Ended December 31, 2005 and 2004	F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2005 and 2004	F-7
Notes to Consolidated Financial Statements	F-8

F-1

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

INDEPENDENT AUDITORS’ REPORT

Board of Directors and Shareholders of

Premier Commercial Bancorp and Subsidiary

We have audited the accompanying consolidated balance sheets of Premier Commercial Bancorp and Subsidiary as of December 31, 2005 and 2004, and the related consolidated income statements, changes in shareholders’ equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits 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 audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Premier Commercial Bancorp and Subsidiary as of December 31, 2005 and 2004, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Laguna Hills, California

January 19, 2006

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

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

F-2

PREMIER COMMERCIAL BANCORP AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

December 31, 2005 and 2004

ASSETS	2005			2004
Cash and Due from Banks	$	10,553,082		$	9,957,448
Federal Funds Sold	45,850,000			20,835,000
TOTAL CASH AND CASH EQUIVALENTS	56,403,082			30,792,448
Time Deposits in Other Financial Institutions	220,000			—
Investment Securities Available for Sale	23,861,962			32,338,688
Investment Securities Held to Maturity	6,340,984			—
TOTAL INVESTMENT SECURITIES	30,202,946			32,338,688
Loans:
Commercial Real Estate	124,222,975			61,370,560
Construction	18,599,755			11,860,593
Commercial	22,831,041			17,192,797
Small Business Administration (“SBA”)	12,525,158			6,637,399
Consumer, Including Home Equity Loans	5,916,466			1,071,379
TOTAL LOANS	184,095,395			98,132,728
Deferred Loan Costs, Net of (Fees)	92,592			(113,426		)
Allowance for Loan Losses	(1,889,500		)	(1,052,500		)
NET LOANS	182,298,487			96,966,802
Premises and Equipment	580,586			387,824
Federal Reserve and Federal Home Loan Bank Stock - at Cost	1,216,550			747,450
Accrued Interest	1,066,317			813,619
Cash Surrender Value of Life Insurance	2,905,836			2,797,277
Deferred Income Taxes, Net	701,000			133,000
Other Assets	2,802,800			2,179,367
	$	278,397,604		$	167,156,475

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

F-3

LIABILITIES AND SHAREHOLDERS’ EQUITY	2005			2004
Deposits:
Noninterest-Bearing Demand	$	110,381,270		$	58,270,641
Savings, NOW and Money Market Accounts	101,570,397			72,572,601
Time Deposits Under $100,000	1,520,525			1,358,666
Time Deposits $100,000 and Over	41,050,567			16,826,428
TOTAL DEPOSITS	254,522,759			149,028,336
Junior Subordinated Debt Securities	9,279,000			6,186,000
Accrued Interest and Other Liabilities	2,418,879			1,222,741
TOTAL LIABILITIES	266,220,638			156,437,077
Commitments and Contingencies - Notes D and J	—			—
Shareholders’ Equity:
Common Stock - 10,000,000 Shares Authorized, No Par Value; 1,823,547 Shares Issued and Outstanding in 2005 and 2004	9,807,880			9,807,880
Retained Earnings	2,691,031			1,004,347
Accumulated Other Comprehensive Income: Net Unrealized Losses on Available-for-Sale Securities, Net of Taxes of $179,519 and $61,894 as of December 31, 2005 and 2004, respectively; and Unrealized Loss on Cash Flow Hedge, Net of Taxes of $33,453 as of December 31, 2005	(321,945		)	(92,829		)
TOTAL SHAREHOLDERS’ EQUITY	12,176,966			10,719,398
	$	278,397,604		$	167,156,475

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

F-4

PREMIER COMMERCIAL BANCORP AND SUBSIDIARY

CONSOLIDATED INCOME STATEMENTS

For the Years Ended December 31, 2005 and 2004

	2005		2004
INTEREST INCOME
Interest and Fees on Loans	$	9,551,333	$	4,639,210
Interest on Investment Securities - Taxable	1,015,344		569,186
Interest on Investment Securities - Nontaxable	39,725		—
Other Interest Income	825,136		312,221
TOTAL INTEREST INCOME	11,431,538		5,520,617
INTEREST EXPENSE
Interest on Savings, NOW and Money Market Accounts	1,613,035		864,549
Interest on Time Deposits	925,379		341,333
Interest on Borrowings	441,237		20,885
TOTAL INTEREST EXPENSE	2,979,651		1,226,767
NET INTEREST INCOME	8,451,887		4,293,850
Provision for Loan Losses	837,000		487,500
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES	7,614,887		3,806,350
NONINTEREST INCOME
Loan Referral Fees	2,235,950		4,485,522
Gain on Sale of SBA Loans	1,014,595		673,763
Service Charges, Fees and Other Income	128,215		120,951
Loss on Sale of Investment Securities	—		(12,252		)
Earnings on Cash Surrender Value of Life Insurance	122,672		107,730
	3,501,432		5,375,714
NONINTEREST EXPENSE
Salaries and Employee Benefits	4,200,744		3,595,685
Occupancy and Equipment Expenses	584,572		459,899
Commissions Paid on Loan Referrals	1,138,182		1,589,623
Other Expenses	2,393,435		1,729,764
	8,316,933		7,374,971
INCOME BEFORE INCOME TAXES	2,799,386		1,807,093
Income Taxes	1,111,000		653,000
NET INCOME	$	1,688,386	$	1,154,093
NET INCOME PER SHARE - BASIC	$	0.93	$	0.63
NET INCOME PER SHARE - DILUTED	$	0.81	$	0.56

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

F-5

PREMIER COMMERCIAL BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

For the Years Ended December 31, 2005 and 2004

										Accumulated
				Common Stock			Retained			Other
	Comprehensive			Number of			Earnings			Comprehensive
	Income			Shares	Amount		(Deficit)			Income			Total
Balance at January 1, 2004				1,823,547	$	9,807,880	$	(148,254	)	$	(48,399	)	$	9,611,227
Cash Paid for Fractional Shares Resulting from Stock Split							(1,492		)				(1,492		)
Comprehensive Income:
Net Income	$	1,154,093					1,154,093						1,154,093
Reclassification of Loss on Sale of Securities Recognized in Earnings, Net of Tax of $5,023	7,229									7,229			7,229
Unrealized Loss on Available-for-Sale Securities, Net of Tax of $39,645	(51,659		)							(51,659		)	(51,659		)
Total Comprehensive Income	$	1,109,663
Balance at December 31, 2004				1,823,547	9,807,880		1,004,347			(92,829		)	10,719,398
Cash Paid for Fractional Shares Resulting from Stock Split							(1,702		)				(1,702		)
Comprehensive Income:
Net Income	$	1,688,386					1,688,386						1,688,386
Unrealized Loss on Cash Flow Hedge, Net of Tax of $33,453	(50,182		)							(50,182		)	(50,182		)
Unrealized Loss on Available-for-Sale Securities, Net of Tax of $117,625	(178,934		)							(178,934		)	(178,934		)
Total Comprehensive Income	$	1,459,270
Balance at December 31, 2005				1,823,547	$	9,807,880	$	2,691,031		$	(321,945	)	$	12,176,966

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

F-6

PREMIER COMMERCIAL BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2005 and 2004

	2005			2004
OPERATING ACTIVITIES
Net Income	$	1,688,386		$	1,154,093
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization	205,759			192,626
Provision for Loan Losses	837,000			487,500
Loss on Sale of Investment Securities	—			12,252
Gain on Sale of SBA Loans	(1,014,595		)	(673,763		)
Net Increase in Cash Surrender Value of Life Insurance	(108,559		)	(97,277		)
Deferred Income Taxes	(417,000		)	74,000
Other Items	308,992			(319,668		)
NET CASH PROVIDED BY OPERATING ACTIVITIES	1,499,983			829,763
INVESTING ACTIVITIES
Purchase of Time Deposits in Other Financial Institutions	(220,000		)	—
Purchase of Investment Securities Available for Sale	(993,310		)	(35,888,498		)
Sale of Investment Securities Available for Sale	—			3,666,230
Maturities/Calls of Investment Securities Available for Sale	9,100,000			16,970,000
Purchase of Investment Securities Held to Maturity	(6,451,751		)	—
Maturities/Calls of Investment Securities Held to Maturity	110,000			—
Purchases of Federal Reserve Bank
Federal Home Loan Bank Stock	(469,100		)	(411,098		)
Increase in Loans	(97,950,405		)	(43,756,361		)
Proceeds from Sale of SBA Loans	12,796,315			7,950,526
Purchases of Premises and Equipment	(398,521		)	(139,324		)
Purchase of Life Insurance	—			(300,000		)
NET CASH USED BY INVESTING ACTIVITIES	(84,476,772		)	(51,908,525		)
FINANCING ACTIVITIES
Net Increase in Demand Deposits and Savings Accounts	81,108,425			46,895,188
Net Increase in Time Deposits	24,385,998			6,664,611
Issuance of Junior Subordinated Debt Securities	3,093,000			6,186,000
NET CASH PROVIDED BY FINANCING ACTIVITIES	108,587,423			59,745,799
INCRESE IN CASH AND CASH EQUIVALENTS	25,610,634			8,667,037
Cash and Cash Equivalents at Beginning of Period	30,792,448			22,125,411
CASH AND CASH EQUIVALENTS AT END OF YEAR	$	56,403,082		$	30,792,448
Supplemental Disclosures of Cash Flow Information:
Interest Paid	$	3,100,123		$	1,197,936
Taxes Paid	$	1,855,000		$	204,385

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

F-7

PREMIER COMMERCIAL BANCORP AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005 and 2004

NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Premier Commercial Bancorp and its wholly owned subsidiary, Premier Commercial Bank, N.A. (the “Bank”), collectively referred to herein as the “Company.”  All significant intercompany transactions have been eliminated.

Nature of Operations

The Company has been organized as a single operating segment and operates one full-service office in Anaheim, California. The Company’s primary sources of revenue are providing loans to customers, who are predominately small and middle-market businesses and individuals and originating government guaranteed loans for sale to institutional investors in the secondary market. The Company also generates fee income by servicing the sold government guaranteed loans and co-originating commercial real estate loans with another regional lender.

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, due from banks and federal funds sold. Generally, federal funds are sold for one-day periods.

Cash and Due From Banks

Banking regulations require that banks maintain a percentage of their deposits as reserves in cash or on deposit with the Federal Reserve Bank. The Company was in compliance with all reserve requirements as of December 31, 2005.

The Company maintains amounts due from banks, which exceed federally insured limits. The Company has not experienced any losses in such accounts.

F-8

Investment Securities

Bonds, notes, and debentures for which the Company has the positive intent and ability to hold to maturity are reported at cost, adjusted for premiums and discounts that are recognized in interest income using the interest method over the period to maturity. Investments not classified as trading securities nor as held to maturity securities are classified as available-for-sale securities and recorded at fair value. Unrealized gains or losses on available-for-sale securities are excluded from net income and reported as an amount net of taxes as a separate component of other comprehensive income included in shareholders’ equity. Premiums or discounts on held-to-maturity and available-for-sale securities are amortized or accreted into income using the interest method. Realized gains or losses on sales of held-to-maturity or available-for-sale securities are recorded using the specific identification method.

Declines in the fair value of individual held-to-maturity and available-for-sale securities below their cost that are other-than-temporary result in write-downs of the individual securities to their fair value. The related write-downs are included in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers the length of time and the extent to which the fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Bank to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

Loans

Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at their outstanding unpaid principal balances reduced by any charge-offs or specific valuation accounts and net of any deferred fees or costs on originated loans, or unamortized premiums or discounts on purchased loans.

Loan origination fees and certain direct origination costs are capitalized and recognized as an adjustment of the yield of the related loan.

Loans on which the accrual of interest has been discontinued are designated as nonaccrual loans. The accrual of interest on loans is discontinued when principal or interest is past due 90 days (based on contractual terms) or when, in the opinion of management, there is reasonable doubt as to collectibility. When loans are placed on nonaccrual status, all interest previously accrued but not collected is reversed against current period interest income. Income on nonaccrual loans is subsequently recognized only to the extent that cash is received and the loan’s principal balance is deemed collectible. Interest accruals are resumed on such loans only when they are brought current with respect to interest and principal and when, in the judgment of management, the loans are estimated to be fully collectible as to all principal and interest.

F-9

Loans - Continued

The Company considers a loan to be impaired when it is probable that the Company will be unable to collect all amounts due (principal and interest) according to the contractual terms of the loan agreement. Measurement of impairment is based on the expected future cash flows of an impaired loan, which are to be discounted at the loan’s effective interest rate, or measured by reference to an observable market value, if one exists, or the fair value of the collateral for a collateral-dependent loan. The Company selects the measurement method on a loan-by-loan basis except that collateral-dependent loans for which foreclosure is probable are measured at the fair value of the collateral. The Company recognizes interest income on impaired loans based on its existing methods of recognizing interest income on nonaccrual loans.

The Company has adopted Statement of Financial Accounting Standard (“SFAS”) No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.”  The Statement provides accounting and reporting standards for transfers and servicing of financial assets and extinguishments of liabilities. Under this Statement, after a transfer of financial assets, an entity recognizes the financial and servicing assets it controls and liabilities it has incurred, derecognizes financial assets when control has been surrendered, and derecognizes liabilities when extinguished.

To calculate the gain (loss) on sale of loans, the Company’s investment in the loan is allocated among the retained portion of the loan, the servicing retained, the interest-only strip and the sold portion of the loan, based on the relative fair market value of each portion. The gain (loss) on the sold portion of the loan is recognized at the time of sale based on the difference between the sale proceeds and the allocated investment. As a result of the relative fair value allocation, the carrying value of the retained portion is discounted, with the discount accreted to interest income over the life of the loan. That portion of the excess servicing fees that represent contractually specified servicing fees (contractual servicing) are reflected as a servicing asset which is amortized over an estimated life using a method approximating the level yield method; in the event future prepayments exceed management’s estimates and future expected cash flows are inadequate to cover the unamortized servicing asset, additional amortization would be recognized. The portion of excess servicing fees in excess of the contractual servicing fees is reflected as interest-only (I/O) strips receivable, which are classified as interest-only strips receivable available for sale and are carried at fair value.

Allowance for Loan Losses

The allowance for loan losses is adjusted by charges to income and decreased by charge-offs (net of recoveries). Management’s periodic evaluation of the adequacy of the allowance is based on the Company’s known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, and current economic conditions.

F-10

Premises and Equipment

Premises and equipment are carried at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful lives, which ranges from three to ten years for furniture and equipment. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the improvements or the remaining lease term, whichever is shorter. Expenditures for betterments or major repairs are capitalized and those for ordinary repairs and maintenance are charged to operations as incurred.

Advertising Costs

The Company expenses the costs of advertising in the period 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 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.

Comprehensive Income

The Company adopted Statement of SFAS No. 130, “Reporting Comprehensive Income,” which requires the disclosure of comprehensive income and its components. Changes in unrealized gain or loss on available-for-sale securities, net of taxes, and unrealized gain or loss on cash flow hedges, net of taxes, are the only components of other comprehensive income for the Company.

Disclosure about Fair Value of Financial Instruments

SFAS No. 107 specifies the disclosure of the estimated fair value of financial instruments. The Company’s estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies.

However, considerable judgment is required to develop the estimates of fair value. Accordingly, the estimates are not necessarily indicative of the amounts the Company could have realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since the balance sheet date and, therefore, current estimates of fair value may differ significantly from the amounts presented in the accompanying notes.

F-11

Derivative Financial Instruments

Derivative financial instruments may be constructed to act as hedges either (1) to protect against adverse changes in the fair value of assets, liabilities, firm commitments to purchase or sell specific assets or liabilities, or (2) to protect against adverse cash flows associated with these items or other probable transactions. The asset, liability, or firm commitment is referred to as the hedged or underlying item. The hedge is constructed so that its fair value or the cash flows arising from the derivative transaction change in response to certain events in an offsetting manner to the changes in the fair value or cash flows of the underlying item.

All derivatives must be recorded at their current fair value on the balance sheet. Changes in the fair value of the derivative results in a gain or loss for the Company. Recognition of these gains and losses depends on how the derivative is classified. If certain conditions are met, derivatives may be specifically classified or designated as fair value hedges or cash flow hedges.

Fair value hedges are intended to reduce or eliminate the exposure to adverse changes in the fair value of a specific underlying item. Gains or losses in the hedging instrument are recognized in the income statement during the period that the change in fair value occurred. The offsetting gain or loss on the hedged item which is attributable to the risk being hedged is also recognized in the income statement for the same period. Hedge ineffectiveness results if the changes in fair values of the derivative and the underlying item do not exactly offset. This ineffectiveness is included in earnings in the period in which it occurs.

Cash flow hedges are intended to hedge exposure to variable cash flows of a forecasted transaction or an underlying instrument. They are effective to the extent that the Bank receives additional cash flows from the hedge when it receives lower cash flows from the hedged item and vice-versa. The effective portion of a hedge gain or loss is initially reported as a component of other comprehensive income and subsequently reclassified into earnings when the forecasted transaction affects earnings. The ineffective portion of the gain or loss is reported in earnings immediately.

If a derivative does not meet the requirements for designation as one of these specific categories of hedge, gains or losses associated with changes in its fair value are immediately recognized in the income statement.

The term “notional amount” is a measure of quantity in a derivative instrument. In the case of a fair value or cash flow hedge, it will generally be the same amount as the balance of the underlying asset or liability. In the case of other derivatives, the amount may differ from the balance of any underlying instruments.

F-12

Stock Based Compensation

SFAS No. 123, “Accounting for Stock-Based Compensation,” encourages, but does not require, companies to record compensation cost for stock-based employee compensation plans at fair value. The Company accounts for stock-based compensation using the intrinsic value method prescribed in Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations. Accordingly, compensation cost for stock options will be measured as the excess, if any, of the quoted market price of the Company’s stock at the date of the grant over the amount an employee must pay to acquire the stock.

Had compensation cost for the Company’s stock option plan been determined based on the fair value at the grant dates for awards under those plans consistent with the method of SFAS No. 123, the Company’s net income and income per share would have been changed to the pro forma amounts indicated below:

	2005			2004
Net Income:
As Reported	$	1,688,386		$	1,154,033
Stock-Based Compensation using the Intrinsic Value Method	—			—
Stock-Based Compensation that would have been reported using the Fair Value Method of SFAS 123	(147,905		)	(71,081		)
Pro Forma	$	1,540,481		$	1,082,952
Basic Income Per Share:
As Reported	$	0.93		$	0.63
Pro Forma	$	0.84		$	0.59
Dilutive Income Per Share:
As Reported	$	0.81		$	0.56
Pro Forma	$	0.74		$	0.53

During December 2005, the Company accelerated the vesting for the majority of the outstanding options. No expense was recognized in connection with this acceleration as the Company believes all of the employees and directors receiving the acceleration benefit will continue on as employees and directors through the original option vesting terms.

F-13

Current Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board revised SFAS 123 and issued it under its new name, “Share-Based Payment”. This statement eliminates the alternative to use APB Opinion 25’s intrinsic value method of accounting discussed in the previous paragraph. Instead, this Statement generally requires entities to recognize the cost of employee services received in exchange for awards of stock options, or other equity instruments, based on the grant-date fair value of those awards. This cost will be recognized over the period during which an employee is required to provide service in exchange for the award, generally the vesting period.

The Bank must adopt this Statement in 2006 for all new stock option awards as well as any existing awards that are modified, repurchased or cancelled. In addition, the unvested portion of previously awarded options will also be recognized as expense. The Bank is unable to estimate the impact of this Statement on its financial condition and results of operations as the decision to grant option awards is made annually on a case-by-case basis and, accordingly, the Bank cannot estimate the amount of stock awards that will be made in 2006 and subsequent years. However, options outstanding at December 31, 2005 that vest in 2006 and 2007 will result in net compensation costs of approximately $7,000 in 2006 and $5,000 in 2007.

Earnings Per Share (EPS)

Basic EPS excludes dilution and is computed by dividing income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if options or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.

Financial Instruments

In the ordinary course of business, the Company has entered into off-balance sheet financial instruments consisting of commitments to extend credit, commercial letters of credit, and standby letters of credit. Such financial instruments are recorded in the financial statements when they are funded or related fees are incurred or received

Reclassifications

Certain reclassifications have been made to the 2004 financial statements to conform to the classifications used in 2005.

F-14

NOTE B - INVESTMENT SECURITIES

Investment securities have been classified in the statement of condition according to management’s intent. The carrying amount of investment securities and their approximate fair values at December 31 were as follows:

	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
Available-for-Sale Securities:
December 31, 2005:
U.S. Government Agencies	$	23,334,355	$	—	$	(411,758	)	$	22,922,597
Other Investment Securities	978,889		—		(39,524		)	939,365
	$	24,313,244	$	—	$	(451,282	)	$	23,861,962
December 31, 2004:
U.S. Treasury	$	500,000	$	—	$	(1,250	)	$	498,750
U.S. Government Agencies	31,015,516		2,788		(132,929		)	30,885,375
Other Investment Securities	977,895		—		(23,332		)	954,563
	$	32,493,411	$	2,788	$	(157,511	)	$	32,338,688
Held-to-Maturity Securities:
December 31, 2005:
State and Municipal Governments:
Taxable	$	4,501,871	$	—	$	(83,189	)	$	4,418,682
Nontaxable	1,839,113		2,921		(18,222		)	1,823,812
	$	6,340,984	$	2,921	$	(101,411	)	$	6,242,494

Investment securities carried at $19,941,596 and $7,739,245 at December 31, 2005 and 2004, respectively, were pledged to secure borrowing arrangements discussed in Note F as well as other purposes.

During 2004, the Company sold investment securities with a net book value of $3,678,482 for $3,666,230, resulting in a recognized loss of $12,252.

The gross unrealized loss and related estimated fair value of investment securities that have been in a continuous loss position for less than twelve month and more than twelve months at December 31, are summarized in the following table:

F-15

	Less Than Twelve Months					More Than Twelve Months					Total
	Unrealized Loss			Estimated Fair Value		Unrealized Loss			Estimated Fair Value		Unrealized Loss			Estimated Fair Value
December 31, 2005:
U.S. Government Agencies	$	(83,543	)	$	5,458,111	$	(328,215	)	$	17,464,485	$	(411,758	)	$	22,922,596
Other Investment	—			—
Securities	—			—		(39,524		)	939,366		(39,524		)	939,366
Municipals	(101,411		)	5,486,574		—			—		(101,411		)	5,486,574
	$	(184,954	)	$	10,944,685	$	(367,739	)	$	18,403,851	$	(552,693	)	$	29,348,536
December 31, 2004:
U.S. Treasury	$	(1,250	)	$	498,750	—			—		$	(1,250	)	$	498,750
U.S. Government Agencies	(52,884		)	19,667,637		(80,045		)	7,659,200		(132,929		)	27,326,837
Other Investment Securities	(23,332		)	1,907,168		—			—		(23,332		)	1,907,168
	$	(77,466	)	$	22,073,555	$	(80,045	)	$	7,659,200	$	(157,511	)	$	29,732,755

As of December 31, 2005, the Company had thirty investment securities where estimated fair value had declined 1.8% from the Company’s amortized cost. Management evaluates investment securities for other-than temporary impairment taking into consideration the extent and length of time the fair value has been less than cost, the financial condition of the issuer and whether the Company has the intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value. As of December 31, 2005, no declines in value are deemed to be other-than-temporary.

The amortized cost and estimated fair value of all investment securities as of December 31, 2005 by contractual maturity are shown below. Expected maturities may differ from contractual maturities as borrowers may have the right to call or prepay the obligation with or without prepayment penalties.

	Available-for-Sale Securities				Held-to-Maturity Securities
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in One Year or Less	$	3,975,544	$	3,920,366	$	331,000	$	329,479
Due from One Year to Five Years	20,337,700		19,941,596		4,063,871		3,995,123
Due from Five Years to Ten Years	—		—		1,946,113		1,917,892
	$	24,313,244	$	23,861,962	$	6,340,984	$	6,242,494

F-16

NOTE C - LOANS

The Company’s loan portfolio consists primarily of loans to borrowers within Orange County, California. Although the Company seeks to avoid concentrations of loans to a single industry or based upon a single class of collateral, real estate and real estate associated businesses are among the principal industries in the Company’s market area and, as a result, the Company’s loan and collateral portfolios are, to some degree, concentrated in those industries.

The Company also originated SBA loans for sale to institutional investors. Substantial portions of the Company’s revenues are from origination of loans guaranteed by the Small Business Administration under its various programs and sale of the guaranteed portions of those loans. Funding for these SBA programs depends on annual appropriations by the U.S. Congress.

The Company was servicing approximately $21,997,000 and $12,934,000 in SBA loans previously sold as of December 31, 2005 and 2004, respectively. The Company has recorded servicing assets related to these loans totaling $585,058 and $356,470 as of December 31, 2005 and 2004, respectively. The estimated fair value of the servicing assets approximated the carrying amount at December 31, 2005 and 2004. Fair value is estimated by discounting estimated future cash flows from the servicing assets using discount rates that approximate current market rates over the expected lives of the loans being serviced. For purposes of measuring impairment, the Company has identified each servicing asset with the underlying loan being serviced. A valuation allowance is recorded if the fair value is below the carrying amount of the asset.

The Company may also receive a portion of subsequent interest collections on loans sold that exceed the contractual servicing fee. In that case the Company records an interest-only strip based on the relative fair market value of it and the other components of the loan. The Company had interest-only strips of $152,041 and $149,036 as of December 31, 2005 and 2004, respectively. The estimated fair value of the interest-only strips approximated the carrying amount at December 31, 2005 and 2004. Fair value is estimated by discounting estimated future cash flows from the interest-only strips using assumptions similar to those used in valuing servicing assets.

A summary of the changes in the allowance for loan losses as of December 31 follows:

	2005		2004
Balance at Beginning of Year	$	1,052,500	$	565,000
Additions to the Allowance Charged to Expense	837,000		487,500
Recoveries on Loans Charged Off	—		—
	1,889,500		1,052,500
Less Loans Charged Off	—		—
	$	1,889,500	$	1,052,500

The Company did not have any significant non-performing or impaired loans outstanding during the years ended December 31, 2005 and 2004.

F-17

NOTE D - PREMISES AND EQUIPMENT

A summary of premises and equipment as of December 31 follows:

	2005			2004
Furniture, Fixtures, and Equipment	$	552,865		$	376,561
Computer Equipment	498,210			373,358
Leasehold Improvements	156,316			58,951
	1,207,391			808,870
Less Accumulated Depreciation and Amortization	(626,805		)	(421,046		)
	$	580,586		$	387,824

At December 31, 2005, the future lease rental payable under noncancellable operating lease commitments for the Company’s main office and additional suites used for administrative purposes was as follows:

2006	$	335,000
2007	338,000
2008	313,000
	$	986,000

The minimum rental payments shown above are given for the existing lease obligations and are not a forecast of future rental expense. The Company’s main office, which is subject to a sublease, and the leases for the additional suites all expire on November 30, 2008.

Total rental expense was approximately $325,000 for the year ended December 31, 2005 and $234,000 for the year ended December 31, 2004.

F-18

NOTE E - DEPOSITS

At December 31, 2005, the scheduled maturities of time deposits are as follows:

Due in One Year or Less	$	29,087,023
Due from One to Three Years	1,810,327
Due from Three to Five Years	11,673,742
	$	42,571,092

NOTE F - BORROWING ARRANGEMENTS

The Company may borrow up to $8,000,000 overnight on an unsecured basis from its primary correspondent bank. In addition, it has two borrowing arrangements with Federal Home Loan Bank. The first arrangement is a borrowing line for approximately $60.5 million against which the Bank has pledged approximately $124.0 million of its outstanding loans. The second arrangement is a borrowing line for approximately $16.6 million against which the Bank has pledged approximately $18.0 million of its investment securities.

As of December 31, 2005 and 2004, no amounts were outstanding under these arrangements

NOTE G - JUNIOR SUBORDINATED DEBT SECURITIES

On December 10, 2004, the Company issued $6,186,000 of junior subordinated debt securities (the “debt securities”) to Premier Commercial Bancorp Trust I, a statutory trust created under the laws of the State of Delaware. These debt securities are subordinated to effectively all borrowings of the Company and are due and payable on March 15, 2035. Interest is payable quarterly on these debt securities at a fixed rate of 6.05% per annum from December 10, 2004 until March 15, 2010 and thereafter at a variable per annum rate, reset quarterly, equal to LIBOR plus 2.05%. The debt securities can be redeemed for 103.14% of the principal balance in 2006, 102.355% in 2007, 101.57% in 2008, 100.785% in 2009 and at par thereafter. The debt securities can also be redeemed at par prior to that date if certain events occur that impact the tax treatment or the capital treatment of the issuance.

On December 23, 2005, the Company issued $3,093,000 of junior subordinated debt securities (the “debt securities”) to Premier Commercial Bancorp Trust II, a statutory trust created under the laws of the State of Delaware. These debt securities are subordinated to effectively all borrowings of the Company and are due and payable on March 15, 2036. Interest is payable quarterly on these debt securities at a fixed rate of 6.64% per annum from December 23, 2005 until December 15, 2012 and thereafter at a variable per annum rate, reset quarterly, equal to LIBOR plus 1.75%. The debt securities can be redeemed for 103.525% of the principal balance in 2006, 103.021% in 2007, 102.518% in 2008, 102.014% in 2009, 101.511% in 1010, 101.007% in 2011, 100.504% in 2012 and at par thereafter. The debt securities can also be redeemed at par prior to that date if certain events occur that impact the tax treatment or the capital treatment of the issuance.

F-19

The Company also purchased a 3% minority interest in Premier Commercial Bancorp Trust I and II. The balance of the equity of Premier Commercial Bancorp Trust I and II is comprised of mandatorily redeemable preferred securities.

The Company has also acquired an option to issue $3,093,000 of junior subordinated debt securities (the “debt securities”) to Premier Commercial Bancorp Trust III, a statutory trust created under the laws of the State of Delaware. The option expires June 30, 2006, and the Company believes it will exercise the option and accept these borrowings in the second quarter of 2006. These debt securities will also be subordinated to effectively all borrowings of the Company and will have a thirty-year maturity. Interest will be payable quarterly on these debt securities at a floating rate of LIBOR plus 1.75% per annum. The debt securities can be redeemed for 103.525% of the principal balance in 2006, 103.021% in 2007, 102.518% in 2008, 102.014% in 2009, 101.511% in 1010, 101.007% in 2011, 100.504% in 2012 and at par thereafter. The debt securities can also be redeemed at par prior to that date if certain events occur that impact the tax treatment or the capital treatment of the issuance. The Bank has entered into a cash flow hedge to lock in a fixed interest rate of 7.04% on these borrowings through 2013 when the borrowings can be prepaid without penalty. The cash flow hedge is further discussed in Note R.

Under FASB Interpretation (FIN) No. 46, “Consolidation of Variable Interest Entities, an interpretation of ARB No. 51,” the Company is not allowed to consolidate Premier Commercial Bancorp Trust I and II into the Company financial statements. The Federal Reserve Board has confirmed to the Company that these mandatorily redeemable preferred securities qualify as Tier 1 Capital (up to 25% of other components of Tier 1 Capital) and the remainder as Tier 2 Capital.

F-20

NOTE H - INCOME TAXES

The provision for income taxes for the years ended December 31, consists of the following:

	2005			2004
Current:
Federal	$	1,147,000		$	499,000
State	381,000			80,000
	1,528,000			579,000
Deferred	(417,000		)	74,000
	$	1,111,000		$	653,000

The following is a summary of the components of the net deferred tax asset recognized in the accompanying statements of financial condition at December 31:

	2005			2004
Deferred Tax Assets:
Pre-Opening Expenses	$	36,000		$	75,000
Allowance for Loan Losses Due to Tax Limitation	689,000			329,000
California Franchise Taxes	129,000			—
Unrecognized Loss on Investment Securities and Hedge	213,000			62,000
Deferred Compensation	109,000			50,000
Other Items	43,000			12,000
	1,219,000			528,000
Deferred Tax Liabilities:
Cash Basis Reporting for Tax Purposes	(161,000		)	(215,000		)
Capitalized Loan Costs Deducted for Tax Purposes	(292,000		)	(114,000		)
Depreciation Differences	(65,000		)	(66,000		)
	(518,000		)	(395,000		)
Net Deferred Tax Assets	$	701,000		$	133,000

F-21

A comparison of the federal statutory income tax rates to the Company’s income tax rates at December 31 follow:

	2005					2004
	Amount			Rate		Amount			Rate
Statutory Federal Tax	$	952,000		34.0	%	$	614,000		34.0	%
State Franchise Tax, Net of Federal Benefit	196,000			7.0	%	124,000			6.9	%
Tax-Free Earnings	(50,000		)	(1.8	)%	(33,000		)	(1.8	)%
Change in Valuation Allowance	—			—		(67,000		)	(3.7	)%
Other Items, Net	13,000			0.5	%	15,000			0.7	%
Actual Tax Expense	$	1,111,000		39.7	%	$	653,000		36.1	%

NOTE I - OTHER EXPENSES

Other expenses as of December 31 are comprised of the following:

	2005		2004
Marketing and Business Promotion	$	255,791	$	203,517
Data Processing	298,376		248,846
Professional Fees	390,783		262,100
Office Expenses	344,660		239,727
Loan Production Expenses	398,933		223,793
Courier and Delivery Expenses	185,090		148,144
Regulatory Assessments and Insurance	122,445		96,196
Other Expenses	397,357		307,441
	$	2,393,435	$	1,729,764

F-22

NOTE J - COMMITMENTS

In the ordinary course of business, the Company enters into financial commitments to meet the financing needs of its customers. These financial commitments include commitments to extend credit and standby letters of credit. Those instruments involve to varying degrees, elements of credit and interest rate risk not recognized in the Company’s financial statements.

The Company’s exposure to loan loss in the event of nonperformance on commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments as it does for loans reflected in the financial statements.

As of December 31, 2005 and 2004, the Company had the following outstanding financial commitments whose contractual amount represents credit risk:

	2005		2004
Commitments to Extend Credit	$	48,195,000	$	13,845,000
Standby Letters of Credit	1,575,000		1,336,000
	$	49,770,000	$	15,181,000

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total amounts do not necessarily represent future cash requirements. The Company evaluates each client’s credit worthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary by the Company is based on management’s credit evaluation of the customer. The majority of the Company’s commitments to extend credit and standby letters of credit are secured by real estate.

NOTE K - RELATED PARTY TRANSACTIONS

In the ordinary course of business, the Company has granted loans to certain directors and the companies with which they are associated. In the Company’s opinion, all loans and loan commitments to such parties are made on substantially the same terms including interest rates and collateral, as those prevailing at the time of comparable transactions with other persons. The total outstanding commitment of these loans was approximately $1,575,000 and $1,591,000 at December 31, 2005 and 2004, respectively.

Deposits from related parties held by the Bank at December 31, 2005 and 2004 amounted to approximately $19,499,000 and $9,976,000, respectively.

F-23

NOTE L - EARNINGS PER SHARE (EPS)

The following is a reconciliation of net income and shares outstanding to the income and number of shares used to compute EPS:

	2005			2004
	Income		Shares	Income		Shares
Net Income as Reported	$	1,688,386		$	1,154,093
Weighted Average Shares Outstanding During the Year			1,823,547			1,823,547
Used in Basic EPS	1,688,386		1,823,547	1,154,093		1,823,547
Dilutive Effect of Outstanding Stock Options			256,198			221,394
Used in Dilutive EPS	$	1,688,386	2,079,745	$	1,154,093	2,044,941

NOTE M - RESTRICTED STOCK PLAN

During 2005, the Company approved a restricted stock plan whereby 85,000 shares of the Company’s common stock could be granted to officers and directors. Under the Plan, grants may include vesting periods up to ten years but no less that two years. The Company granted 19,500 shares under this plan in 2005. The shares were valued at $20.25 per share at date of grant and vest over a two year period.

NOTE N - STOCK OPTION PLAN

Under the terms of the Company’s stock option plan, officers and key employees may be granted both nonqualified and incentive stock options and directors, who are not also an officer or employee, may only be granted nonqualified stock options. The plan provides for options to purchase 436,748 shares of common stock at a price not less than 100% of the fair market value of the stock on the date of grant. Stock options expire no later than ten years from the date of the grant.

The fair value of each option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:  risk free rate of 3.42% in 2004, expected lives of five years, no dividends and volatility of 34%. No options were granted during 2005.

F-24

A summary of the status of the Company’s stock option plan as of December 31 2005 and 2004, and changes during the years ending thereon is presented below:

	2005			2004
	Shares	Weighted- Average Exercise Price		Shares			Weighted- Average Exercise Price
Outstanding at Beginning of Year	428,321	$	5.40	422,852			$	5.31
Granted	—			9,375			$	12.16
Forfeited	—			(3,906		)	$	12.16
Outstanding at End of Year	428,321	$	5.40	428,321			$	5.40
Exercisable	421,602	$	5.33	233,906			$	5.30
Weighted-Average Fair Value of Options Granted During the Year	None			$	4.34

The following table summarizes information about stock options outstanding at December 31, 2005:

		Options Outstanding				Options Exercisable
Exercise Price		Number Outstanding	Weighted- Average Remaining Contractual Life	Weighted- Average Exercise Price		Number Exercisable	Weighted- Average Exercise Price
$	5.12	318,360	6.0 Years	$	5.12	316,407	$	5.12
$	5.89	102,539	6.9 Years	$	5.89	102,148	$	5.89
$	6.14	1,953	6.3 Years	$	6.14	1,953	$	6.14
$	12.16	5,469	8.1 Years	$	12.16	1,094	$	12.16
		428,321	6.2 Years	$	5.40	421,602	$	5.33

F-25

NOTE O - FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of a financial instrument is the amount at which the asset or obligation could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Fair value estimates are made at a specific point in time based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the entire holdings of a particular financial instrument. Because no market value exists for a significant portion of the financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature, involve uncertainties and matters of judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Fair value estimates are based on financial instruments both on and off the balance sheet without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Additionally, tax consequences related to the realization of the unrealized gains and losses can have a potential effect on fair value estimates and have not been considered in many of the estimates.

The following methods and assumptions were used to estimate the fair value of significant financial instruments:

Financial Assets

The carrying amounts of cash, short-term investments, due from customers on acceptances, and bank acceptances outstanding are considered to approximate fair value. Short-term investments include federal funds sold, securities purchased under agreements to resell, and interest bearing deposits with Banks. The fair values of investment securities, including available-for-sale, are generally based on quoted market prices. The fair value of loans are estimated using a combination of techniques, including discounting estimated future cash flows and quoted market prices of similar instruments where available.

Financial Liabilities

The carrying amounts of deposit liabilities payable on demand, commercial paper, and other borrowed funds are considered to approximate fair value. For fixed maturity deposits, fair value is estimated by discounting estimated future cash flows using currently offered rates for deposits of similar remaining maturities. The fair value of long-term debt is based on rates currently available to the Company for debt with similar terms and remaining maturities.

Derivative Instruments

The fair value of derivative instruments are based upon quoted market prices. For 2005, these values are included in other liabilities.

F-26

Off-Balance Sheet Financial Instruments

The fair value of commitments to extend credit and standby letters of credit is estimated using the fees currently charged to enter into similar agreements. The fair value of these financial instruments is not material.

The estimated fair value of financial instruments at December 31, 2005 and 2004 is summarized as follows (dollar amounts in thousands):

	2005				2004
	Carrying Value		Fair Value		Carrying Value		Fair Value
Financial Assets:
Cash and Due From Banks	$	10,553	$	10,553	$	9,957	$	9,957
Federal Funds Sold	45,850		48,850		20,835		20,835
Time Deposits in Other Banks	220		220		—		—
Investment Securities	30,203		30,104		33,291		33,291
Loans, Net	182,298		178,642		96,967		95,812
Federal Reserve Bank and FHLB Stock	1,217		1,217		747		747
Cash Surrender Value Life Insurance	2,906		2,906		2,797		2,797
Investment in Annuities	805		805		—		—
Accrued Interest	1,066		1,066		814		814
Financial Liabilities:
Deposits	254,523		255,107		149,028		149,253
Junior Subordinated Debt Securities	9,279		9,279		6,186		6,186
Accrued Interest and Other Liabilities	2,419		2,419		1,223		1,223

NOTE P - REGULATORY MATTERS

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

F-27

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier 1 capital (as defined) to average assets (as defined). Management believes, as of December 31, 2005, that the Bank meets all capital adequacy requirements to which it is subject.

As of December 31, 2005, the most recent notification from the Office of the Comptroller of the Currency (the “OCC”) categorized the Bank as well capitalized under the regulatory framework for prompt corrective action (there are no conditions or events since that notification that management believes have changed the Bank’s category). To be categorized as well capitalized, the Bank must maintain minimum ratios as set forth in the table below. The following table also sets forth the Company’s and Bank’s actual capital amounts and ratios (dollar amounts in thousands):

					Amount of Capital Required
									Well-Capitalized
					For Capital				Under Prompt
	Actual				Adequacey Purposes				Corrective Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
December 31, 2005
Company
Total Capital (to Risk-Weighted Assets)	$	23,694	10.2	%	$	18,491	8.0	%	$	23,114	10.0	%
Tier 1 Capital (to Risk-Weighted Assets)	$	16,636	7.2	%	$	9,245	4.0	%	$	13,868	6.0	%
Tier 1 Capital (to Average Assets)	$	16,636	6.8	%	$	9,824	4.0	%	$	12,280	5.0	%
Bank
Total Capital (to Risk-Weighted Assets)	$	23,092	10.0	%	$	18,450	8.0	%	$	23,063	10.0	%
Tier 1 Capital (to Risk-Weighted Assets)	$	21,155	9.2	%	$	9,225	4.0	%	$	13,838	6.0	%
Tier 1 Capital (to Average Assets)	$	21,155	8.6	%	$	9,808	4.0	%	$	12,260	5.0	%
December 31, 2004
Company
Total Capital (to Risk-Weighted Assets)	$	18,028	14.7	%	$	9,784	8.0	%	$	12,229	10.0	%
Tier 1 Capital (to Risk-Weighted Assets)	$	14,385	11.8	%	$	4,892	4.0	%	$	7,337	6.0	%
Tier 1 Capital (to Average Assets)	$	14,385	9.3	%	$	6,197	4.0	%	$	7,746	5.0	%
Bank
Total Capital (to Risk-Weighted Assets)	$	16,865	13.8	%	$	9,766	8.0	%	$	12,207	10.0	%
Tier 1 Capital (to Risk-Weighted Assets)	$	15,813	13.0	%	$	4,883	4.0	%	$	7,324	6.0	%
Tier 1 Capital (to Average Assets)	$	15,813	10.2	%	$	6,195	4.0	%	$	7,744	5.0	%

The Bank is restricted as to the amount of dividends that can be paid to the holding company. Dividends declared by national banks that exceed net income (as defined by OCC regulations) for the current year plus retained net income for the preceding two years must be approved by the OCC. Also, the Bank may not pay dividends that would result in capital levels being reduced below the minimum requirements shown above.

With certain exceptions, the Company may not pay a dividend to its shareholders unless its retained earnings equal at least the amount of the proposed dividend.

F-28

NOTE Q - FORMATION OF PREMIER COMMERCIAL BANCORP

On May 19, 2004, Premier Commercial Bancorp acquired all the outstanding shares of the Bank by issuing 1,458,891 shares of common stock in exchange for the surrender of all outstanding shares of the Bank’s common stock. There was no cash involved in this transaction. The acquisition was accounted for like a pooling of interests and the consolidated financial statements contained herein have been restated to give full effect to this transaction.

Premier Commercial Bancorp has no significant business activities other than its investment in Premier Commercial Bank, N.A. and its investment and related borrowings from Premier Commercial Bancorp Trusts 1 and 2 discussed in Note G. Accordingly, no separate financial information on the Company is provided.

NOTE R - DERIVATIVE FINANCIAL INSTRUMENTS

The Bank and Company has established policies and procedures to permit limited use of off-balance sheet derivatives to help manage interest rate risk.

Interest Rate Swaps to Manage Interest Rate Risk

The Bank has entered into an interest rate swap to mitigate interest rate risk on one of its fixed rate loans. Under the terms of the swap, the Bank pays a fixed rate of interest to the counterparty and receives a floating rate of interest. This swap had the effect of converting the fixed rate loan into a variable or floating rate loan. As of December 31, 2005 this swaps estimated fair value was $(41,760) which was adjusted through earnings along with the similar fair market value increase in the related loan. The swap has a notional value of $1,257,500 and expires December 7, 2007. The notional value, payment terms and expiration date match the amount, payment terms and maturity of the specific fixed rate loan for which it is matched.

Cash Flow Hedge

The Company has also entered into a cash flow hedge to manage the cash flows from a forecasted variable rate borrowing of junior subordinated debt securities. This hedge had the effect of converting the variable rate forecasted borrowing into a fixed rate obligation. The effective portion of this hedge’s loss at December 31, 2005 was $(83,635) and was reported as a component of other comprehensive income, net of taxes of $33,453 and will be reclassified into earnings when the forecasted transaction affects earnings, estimated to be June 30, 2006. The cash flow hedge has a notional value of $3,000,000 and expires June 15, 2013. The notional value, payment terms and expiration date match the amount, payment terms and projected maturity of the variable rate forecasted borrowing for which it is matched.

Time deposits totaling $220,000 have been pledged at the institution from which the Bank and Company purchased these derivatives as collateral for the potential losses in these items.

F-29

NOTE S - STOCK SPLITS

On December 15, 2004, the Bancorp’s Board of Directors approved a 5-for-4 stock split of the Company’s outstanding common stock effective for January 19, 2005.

On January 18, 2006, the Bancorp’s Board of Directors approved a 5-for-4 stock split of the Company’s outstanding common stock effective for February 1, 2006.

All of the per-share data in these financial statements and footnotes have been retroactively adjusted to reflect these splits.

F-30

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers.

The Bylaws of Premier Commercial Bancorp (“Premier”) provide that Premier shall, to the maximum extent and in the manner permitted by the California Corporations Code (the “Code”), indemnify each of its directors against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was a director of Premier. Furthermore, pursuant to Premier’s Articles of Incorporation and Bylaws, Premier has power, to the maximum extent and in the manner permitted by the Code, to indemnify its employees, officers and agents (other than directors) against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of the fact that such person is or was an employee, officer or agent of Premier.

Under Section 317 of the Code, a corporation may indemnify a director, officer, employee or agent of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. In the case of an action brought by or in the right of a corporation, the corporation may indemnify a director, officer, employee or agent of the corporation against expenses (including attorneys’ fees) actually and reasonably incurred by him or her if he or she acted in good faith and in a manner he or she acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation, except that no indemnification shall be made: (1) in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless a court finds that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper, (2) of amounts paid in settling or otherwise disposing of a pending action without court approval, and (3) of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

Premier’s Bylaws also provide that Premier shall have the power to purchase and maintain insurance covering its directors, officers and employees against any liability asserted against any of hem, whether or not Premier would have the power to indemnify them against such liability under provisions of applicable law or the provisions of Premier’s Bylaws. Each of the directors and executive officers of Premier has an indemnification agreement with Premier that provides that Premier shall indemnify such person to the full extent authorized by the applicable provisions of the Code and further provide advances to pay for any expenses which would be subject to reimbursement. Premier is insured against liabilities which it may incur by reason of its indemnification of officers and directors in accordance with its Bylaws.

The foregoing summaries are necessarily subject to the complete text of the statute, Articles of Incorporation, Bylaws and agreements referred to above and are qualified in their entirety by reference thereto.

II-1

Item 25. Other Expenses of Issuance and Distribution

Registration fees	$	1,712
Blue sky registration and qualification fees (est)	1,500
Legal fees (est)	55,000
Accountants fees (est)	10,000
Printing (est)	28,000
Postage and Miscellaneous (est)	3,788
Total (est.)	$	100,000

Item 26. Recent Sales of Unregistered Securities

On June 30, 2004, Premier Commercial Bancorp became the one bank holding company of Premier Commercial Bank, N.A. pursuant to a share exchange agreement. At that time, 1,167,161 shares of Premier Commercial Bancorp common stock were issued in exchange for the 1,167,161 shares outstanding of Premier Commercial Bank, N.A. common stock. The shares of Premier Commercial Bancorp were issued pursuant to the exemption contained in Section 3(a)(12) of the Securities Act of 1933.

Item 27. Exhibits

Exhibit No.	Description of Exhibit
3.1	Articles of Incorporation as amended
3.2	Bylaws as amended
4.1	Specimen stock certificate
5.1	Opinion re: legality
10.1	Premier Commercial Bank, N.A. Employees Retirement Plan and Trust (Tiered Profit Sharing/401(k) Plan)
10.2	Premier Commercial Bank, N.A. 2001 Stock Option Plan, as amended and form of Incentive and Nonqualified Stock Option Agreements
10.3	Premier Commercial Bancorp Restricted Stock Award Plan and form of Executive Officer Restricted Stock Award Agreement, form of Senior Officer Restricted Stock Award Agreement, and form of Director Restricted Stock Award Agreement
10.4	Form of Board of Directors Retainer Agreement
10.5	Director Deferred Fee Agreement of Mel Smith dated July 15, 2004
10.6	Employment agreement of Kenneth J. Cosgrove dated December 22, 2004
10.7	Employment agreement of Ashokkumar Patel dated December 22, 2004

II-2

10.8	Salary continuation agreement dated April 1, 2004 between Kenneth J. Cosgrove and Premier Commercial Bank and Addendum A to the agreement
10.9	Salary continuation agreement dated April 1, 2004 between Ashok R. Patel and Premier Commercial Bank and Addendum A to the agreement
10.10	Salary continuation agreement dated April 1, 2004 between Viktor R. Uehlinger and Premier Commercial Bank and Addendum A to the agreement
10.11	Salary continuation agreement dated April 1, 2004 between Stephen W. Pihl and Premier Commercial Bank and Addendum A to the agreement
10.12	Lease for the property located at 2400 E. Katella Avenue, Suite 125
10.13	Lease for the property located at 2400 E. Katella Avenue, Suites 450 and 655
10.14	Lease for the property located at 2400 E. Katella Avenue, Suite 625
11.1	Statement re: computation of per share earnings is included in Note A to the financial statements to the prospectus included in Part I of this registration statement
21.1	Subsidiaries of the Registrant
23.1	Consent of Counsel is included with the opinion re: legality as Exhibit 5.1 to this registration statement.
23.2	Consent of Vavrinek, Trine, Day & Co., LLP
24.1	Power of Attorney (Included with signatures)
99.1	Subscription Application

Item 28. Undertakings

The undersigned Registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(1)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(2)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

II-3

(3)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the 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 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.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement on Form SB-2 to be signed on its behalf by the undersigned, hereunto duly authorized, in the City of Anaheim, State of California, on April 5, 2006.

Premier Commercial Bancorp
By:	/s/ Kenneth J. Cosgrove
	Kenneth J. Cosgrove
	Chairman and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kenneth J. Cosgrove and Ashokkumar Patel, and each or any one of them, his or her true and lawful attorney-in-fact and agent, 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 (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each 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 any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature And Title	Date
/s/ Kenneth J. Cosgrove	April 5, 2006
Kenneth J. Cosgrove, Chairman and CEO
/s/ Edward E. Hatz	April 5, 2006
Edward E. Hatz, Vice Chairman
/s/ Richard T. Letwak	April 5, 2006
Richard T. Letwak, Director

II-5

Signature And Title	Date
	April    , 2006
Robert C. Matranga, Director
/s/ Ashokkumar Patel	April 5, 2006
Ashokkumar Patel, Director
President and Chief Operating Officer
/s/ Steven Perryman	April 5, 2006
Steven Perryman, Director
	April    , 2006
Melvin W. Smith, Director
/s/ Ronald P. Thon	April 5, 2006
Ronald P. Thon, Director
/s/ Viktor R. Uehlinger	April 5, 2006
Viktor R. Uehlinger, Executive Vice
President and Chief Financial Officer
	April    , 2006
Anthony M. Vitti, Director

II-6

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
3.1	Articles of Incorporation as amended
3.2	Bylaws as amended
4.1	Specimen stock certificate
5.1	Opinion re: legality
10.1	Premier Commercial Bank, N.A. Employees Retirement Plan and Trust (Tiered Profit Sharing/401(k) Plan)
10.2	Premier Commercial Bancorp Stock Option Plan and form of Incentive and Non-Qualified Stock Option Agreements
10.3	Premier Commercial Bancorp Restricted Stock Award Plan and form of Executive Officer Restricted Stock Award Agreement, form of Senior Officer Restricted Stock Award Agreement, and form of Director Restricted Stock Award Agreement
10.4	Form of Board of Directors Retainer Agreement
10.5	Director Deferred Fee Agreement of Mel Smith dated July 15, 2004
10.6	Employment agreement of Kenneth J. Cosgrove dated December 22, 2004
10.7	Employment agreement of Ashokkumar Patel dated December 22, 2004
10.8	Salary continuation agreement dated April 1, 2004 between Kenneth J. Cosgrove and Premier Commercial Bank and Addendum A to the agreement
10.9	Salary continuation agreement dated April 1, 2004 between Ashok R. Patel and Premier Commercial Bank and Addendum A to the agreement
10.10	Salary continuation agreement dated April 1, 2004 between Viktor R. Uehlinger and Premier Commercial Bank and Addendum A to the agreement
10.11	Salary continuation agreement dated April 1, 2004 between Stephen W. Pihl and Premier Commercial Bank and Addendum A to the agreement
10.12	Lease for the property located at 2400 E. Katella Avenue, Suite 125

10.13	Lease for the property located at 2400 E. Katella Avenue, Suites 450 and 655
10.14	Lease for the property located at 2400 E. Katella Avenue, Suite 625
21.1	Subsidiaries of Registrant
23.2	Consent of Vavrinek, Trine, Day & Co., LLP
99.1	Subscription Application

EX-3.1

Exhibit 3.1

Articles of Incorporation as Amended

ARTICLES OF INCORPORATION

OF

PREMIER COMMERCIAL BANCORP

ONE:  NAME

The name of the corporation is:

Premier Commercial Bancorp

TWO:  PURPOSE

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporations 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.

THREE:  AUTHORIZED STOCK

The corporation is authorized to issue only one class of shares of stock, designated “common stock,” and the total number of shares which the corporation is authorized to issue is ten million (10,000,000).

FOUR:  DIRECTOR LIABILITY

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

FIVE:  INDEMNIFICATION

The corporation is authorized to indemnify its agents (as defined from time to time in Section 317 of the California Corporations Code) to the fullest extent permissible under California law. Any amendment, repeal or modification of the provisions of this Article shall not adversely affect any right or protection of an agent of the corporation existing at the time of such amendment, repeal or modification.

SIX:  AGENT FOR SERVICE OF PROCESS

The name and address in this State of this corporation’s initial agent for service of process is:

Gary Steven Findley

1470 North Hundley Street

Anaheim, California 92806

IN WITNESS WHEREOF, for the purpose of forming this corporation under the laws of the State of California, the undersigned, constituting the incorporator of this corporation, has executed these Articles of Incorporation.

Dated:  March 24, 2004

/s/ Gary Steven Findley

Gary Steven Findley

I hereby declare that I am the person who executed the foregoing Articles of Incorporation, which execution is my act and deed.

/s/ Gary Steven Findley

Gary Steven Findley

Certificate of Amendment

of

Articles of Incorporation

Premier Commercial Bancorp

A California Corporation

The undersigned, Kenneth Cosgrove and Viktor R. Uehlinger, certify that:

1.They are the duly elected and acting Chairman of the Board and Secretary, respectively, of said Corporation.

2.The following amendment has been approved by the Board of Directors of said Corporation.

3.Article THREE of the Articles of Incorporation of this corporation be amended in full to read as follows:

THREE:  AUTHORIZED STOCK

The corporation is authorized to issue only one class of shares of stock, designated “Common Stock,” and the total number of shares which the corporation is authorized to issue is ten million (10,000,000).

Upon the amendment of Article THREE to read as herein set forth, every four (4) shares of the issued and outstanding Common Stock of the corporation is split up and converted into five (5) shares of Common Stock.

4.The foregoing amendment was one which may be adopted with approval of the Board of Directors pursuant to Section 902(c) in that the amendment only effects a stock split.

/s/ Kenneth J. Cosgrove

Kenneth J. Cosgrove, Chairman of the Board

/s/ Viktor R. Uehlinger

Viktor R. Uehlinger, Secretary

Verification

The undersigned, Kenneth J. Cosgrove and Viktor R. Uehlinger, respectively, of Premier Commercial Bancorp, each declares under penalty of perjury that the matters set out in the foregoing Certificate are true of his or her own knowledge.

Executed at Anaheim, California on January 5, 2005.

/s/ Kenneth J. Cosgrove

Kenneth J. Cosgrove, Chairman of the Board

/s/ Viktor R. Uehlinger

Viktor R. Uehlinger, Secretary

Certificate of Amendment

of

Articles of Incorporation

Premier Commercial Bancorp

A California Corporation

The undersigned, Kenneth Cosgrove and Viktor Uehlinger, certify that:

1.They are the duly elected and acting Chairman and Secretary, respectively, of said Corporation.

2.The following amendment has been approved by the Board of Directors of said Corporation.

3.Article THREE of the Articles of Incorporation of this corporation be amended in full to read as follows:

THREE:  AUTHORIZED STOCK

The corporation is authorized to issue only one class of shares of stock, designated “Common Stock,” and the total number of shares which the corporation is authorized to issue is ten million (10,000,000).

Upon the amendment of Article THREE to read as herein set forth, every four (4) shares of the issued and outstanding Common Stock of the corporation is split up and converted into five (5) shares of Common Stock.

4.The foregoing amendment was one which may be adopted with approval of the Board of Directors pursuant to Section 902(c) of the California Corporations Code.

/s/ Kenneth Cosgrove

Kenneth Cosgrove, Chairman

/s/ Viktor Uehlinger

Viktor Uehlinger, Secretary

Verification

The undersigned, Kenneth Cosgrove and Viktor Uehlinger, respectively, of Premier Commercial Bancorp, each declares under penalty of perjury that the matters set out in the foregoing Certificate are true of his or her own knowledge.

Executed at Anaheim, California on January 18, 2006.

/s/ Kenneth Cosgrove

Kenneth Cosgrove

/s/ Viktor Uehlinger

Viktor Uehlinger

EX-3.2

Exhibit 3.2

Bylaws as Amended

Bylaws

of

Premier Commercial Bancorp

ARTICLE I

Offices

Section 1.1. Principal Office. The principal executive office of the corporation is hereby located at such place as the board of directors (the “board”) shall determine. The board is hereby granted full power and authority to change said principal executive office from one location to another.

Section 1.2. Other Offices. Other business offices may, at any time, be established by the board at such other places as it deems appropriate.

ARTICLE II

Meetings of Shareholders

Section 2.1. Place of Meetings. Meetings of shareholders may be held at such place within or outside the state of California designated by the board. In the absence of any such designation, shareholders’ meetings shall be held at the principal executive office of the corporation.

Section 2.2. Annual Meeting. The annual meeting of shareholders shall be held for the election of directors on a date and at a time designated by the board. The date so designated shall be within fifteen (15) months after the last annual meeting. At such meeting, directors shall be elected, and any other proper business within the power of the shareholders may be transacted.

Section 2.3. Special Meetings. Special meetings of the shareholders may be called at any time by the board, the chairperson of the board, the president, or by the holders of shares entitled to cast not less than ten percent (10%) of the votes at such meeting. If a special meeting is called by any person or persons other than the board, the request shall be in writing, specifying the time of such meeting and the general nature of the business proposed to be transacted, and shall be delivered personally or by registered mail to the chairperson of the board, the president, any vice president or the secretary of the corporation. The officer receiving the request shall cause notice to be promptly given to the shareholders entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than 35 nor more than 60 days after receipt of the request. If the notice is not given within 20 days after receipt of the request, the person or persons requesting the meeting may give the notice. Nothing in this paragraph shall be construed as limiting, fixing or affecting the time when a meeting of shareholders called by action of the board may be held.

Section 2.4. Notice of Meetings. Written notice, in accordance with Section 2.5 of this Article II, of each annual or special meeting of shareholders shall be given not less than 10 nor more than 60 days before the date of the meeting to each shareholder entitled to vote thereat. Such notice shall state the place, date and hour of the meeting and (a) in the case of a special meeting, the general nature of the business to be transacted, and no other business may be transacted, or (b) in the case of the annual meeting, those matters which the board, at the time of the mailing of the notice, intends to present for action by the shareholders, but, subject to the provisions of applicable law, any proper matter may be presented at the meeting for such action. The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by the board for election.

If action is proposed to be taken at any meeting for approval of (a) a contract or transaction in which a director has a direct or indirect financial interest, pursuant to Section 310 of the California Corporations Code, as amended (the “Code”), (b) an amendment of the articles of incorporation, pursuant to Section 902 of the Code, (c) a reorganization of the corporation, pursuant to Section 1201 of the Code, (d) a voluntary dissolution of the corporation, pursuant to Section 1900 of the Code, or (e) a distribution in dissolution other than in accordance with the rights of outstanding preferred shares, pursuant to Section 2007 of the Code, the notice shall also state the general nature of that proposal.

Section 2.5. Manner of Giving Notice. Notice of a shareholders’ meeting shall be given either personally or by first-class mail or telegraphic or other written communication, charges prepaid, addressed to the shareholder at the address of that shareholder appearing on the books of the corporation or given by the shareholder to the corporation for the purpose of notice. If no such address appears on the corporation’s books or is given, notice shall be deemed to have been given if sent to that shareholder by first-class mail or telegraphic or other written communication to the corporation’s principal executive office or if published at least once in a newspaper of general circulation in the county in which the principal executive office is located. Notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by telegram or other means of written communication. An affidavit of mailing or other means of giving any notice in accordance with the above provisions, executed by the secretary, assistant secretary or any transfer agent, shall be prima facie evidence of the giving of the notice.

If any notice addressed to the shareholder at the address of such shareholder appearing on the books of the corporation is returned to the corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver the notice to the shareholder at such address, all future notices shall be deemed to have been duly given without further mailing if the same shall be available for the shareholder upon written demand of the shareholder at the principal executive office of the corporation for a period of one year from the date of the giving of the notice to all other shareholders.

Section 2.6. Quorum. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders. The shareholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Section 2.7. Adjourned Meeting and Notice Thereof. Any shareholders’ meeting, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares represented either in person or by proxy at the meeting, but in the absence of a quorum (except as provided in Section 2.6 of this Article II) no other business may be transacted at such meeting.

When any meeting of shareholders, either annual or special, is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place are announced at the meeting at which the adjournment is taken. However, when any shareholders’ meeting is adjourned for more than 45 days from the date set for the original meeting, or, if after adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each shareholder of record entitled to vote at the meeting. At any adjourned meeting the corporation may transact any business which might have been transacted at the original meeting.

Section 2.8. Voting. The shareholders entitled to notice of any meeting or to vote at any such meeting shall be only persons in whose name shares stand on the stock records of the corporation on the record date determined in accordance with Section 2.9 of this Article II.

Voting of shares of the corporation shall in all cases be subject to the provisions of Sections 700 through 711, inclusive, of the Code.

The shareholders’ vote may be by voice or ballot; provided, however, that any election for directors must be by ballot if demanded by any shareholder before the voting has begun. On any matter other than election of directors, any shareholder may vote part of the shares in favor of the proposal and refrain from voting the remaining shares or vote them against the proposal (other than the election of directors), but, if the shareholder fails to specify the number of shares which the shareholder is voting affirmatively, it will be conclusively presumed that the shareholder’s approving vote is with respect to all shares that the shareholder is entitled to vote. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on any matter (other than the election of directors) shall be the act of the shareholders, unless the vote of a greater number or voting by classes is required by the Code or by the articles of incorporation.

Subject to the following sentence and the provisions of Section 708 of the Code, every shareholder entitled to vote at any election of directors may cumulate such shareholder’s votes and give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of votes to which the shareholder’s shares are entitled, or distribute the shareholder’s votes on the same principle among as many candidates as the shareholder thinks fit. No shareholder shall be entitled to cumulate votes for any candidate or candidates pursuant to the preceding sentence unless such candidate’s or candidates’ names have been placed in nomination prior to the voting and the shareholder has given notice at the meeting and prior to the voting of the shareholder’s intention to cumulate the shareholder’s votes. If any one shareholder has given such notice, all shareholders may cumulate their votes for candidates in nomination.

In any election of directors, the candidates receiving the highest number of affirmative votes of the shares entitled to be voted for them, up to the number of directors to be elected, shall be elected. Votes against the director and votes withheld shall have no legal effect.

Section 2.9. Record Date. The board may fix, in advance, a record date for the determination of the shareholders entitled to notice of any meeting or to vote or to receive payment of any dividend or other distribution, or allotment of any rights, or to exercise any  rights in respect of any other lawful

action. The record date so fixed shall be not more than 60 days nor less than 10 days prior to the date of the meeting nor more than 60 days prior to any other action. When a record date is so fixed, only shareholders of record on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution, or allotment of rights, or to exercise rights, as the case may be, notwithstanding any transfer of shares on the books of the corporation after the record date. A record date for a meeting of shareholders shall apply to any adjournment of the meeting unless the board fixes a new record date for the adjourned meeting. The board shall fix a new record date if the meeting is adjourned for more than 45 days.

If no record date is fixed by the board, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the business day next preceding the day on which notice of the meeting is given or, if notice is waived, the close of business on the business day next preceding the day on which the meeting is held. The record date for determining shareholders for any purpose other than as set forth in this Section 2.9 or Section 2.11 of this Article II shall be at the close of business on the day on which the board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later.

Section 2.10. Consent of Absentees. The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, who was not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of and presence at such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by the Code to be included in the notice but not so included, if such objection is expressly made at the meeting. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of shareholders need be specified in any written waiver of notice, consent to the holding of the meeting or approval of the minutes of the meeting, except that if action is taken or proposed to be taken for approval of any of those matters specified in the second paragraph of Section 2.4 of this Article II, the waiver of notice, consent or approval shall state the general nature of the proposal.

Section 2.11. Action by Written Consent Without a Meeting. Subject to Section 603 of the Code, any action which may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the holders of the outstanding shares, or their proxies, having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. All such consents shall be filed with the secretary of the corporation and shall be maintained in the corporate records; provided, however, that (1) unless the consents of all shareholders entitled to vote have been solicited in writing, notice of any shareholder approval without a meeting by less than unanimous consent shall be given, as provided by Section 603(b) of the Code, and (2) in the case of election of directors, such a consent shall be effective only if signed by the holders of all outstanding shares entitled to vote for the election of directors; provided, however, that subject to applicable law, a director may be elected at any time to fill a vacancy on the board that has not been filled by the directors, by the written

consent of the holders of a majority of the outstanding shares entitled to vote for the election of directors. Any written consent may be revoked by a writing received by the secretary of the corporation prior to the time that written consents of the number of shares required to authorize the proposed action have been filed with the secretary.

Unless a record date for voting purposes be fixed as provided in Section 2.9 of this Article II, the record date for determining shareholders entitled to give consent pursuant to this Section 2.11, when no prior action by the board has been taken, shall be the day on which the first written consent is given.

Section 2.12. Proxies. Every person entitled to vote shares or execute written consents has the right to do so either in person or by one or more persons authorized by a written proxy executed and dated by such shareholder and filed with the secretary of the corporation prior to the convening of any meeting of the shareholders at which any such proxy is to be used or prior to the use of such written consent. A validly executed proxy which does not state that it is irrevocable continues in full force and effect unless: (1) revoked by the person executing it prior to the vote pursuant thereto, by a writing delivered to the corporation stating that the proxy is revoked or by a subsequent proxy executed by the person executing the prior proxy and presented to the meeting, or as to any meeting of shareholders, by attendance at such meeting and voting in person by the person executing the proxy; or (2) written notice of the death or incapacity of the maker of the proxy is received by the corporation before the vote pursuant thereto is counted; provided, however, that no proxy shall be valid after the expiration of 11 months from the date of its execution unless otherwise provided in the proxy.

Section 2.13. Inspectors of Election. In advance of any meeting of shareholders, the board may appoint any persons other than nominees for office as inspectors of election to act at such meeting and any adjournment thereof. If no inspectors of election are so appointed, or if any persons so appointed fail to appear or refuse to act, the chairperson of any such meeting may, and on the request of any shareholder or shareholder’s proxy shall, appoint inspectors of election at the meeting. The number of inspectors shall be either one (1) or three (3). If inspectors are appointed at a meeting on the request of one or more shareholders or proxies, the holders of a majority of shares or their proxies present shall determine whether one (1) or three (3) inspectors are to be appointed.

The duties of such inspectors shall be as prescribed by Section 707(b) of the Code and shall include: determining the number of shares outstanding and the voting power of each; determining the shares represented at the meeting; determining the existence of a quorum; determining the authenticity, validity and the effect of proxies; receiving votes, ballots or consents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents; determining when the polls shall close; determining the result; and doing such acts as may be proper to conduct the election or vote with fairness to all shareholders. If there are three inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all.

Section 2.14. Conduct of Meetings. The president shall preside at all meetings of the shareholders and shall conduct each such meeting in a businesslike and fair manner, but shall not be obligated to follow any technical, formal or parliamentary rules or principles of procedure. The presiding officer’s rulings on procedural matters shall be conclusive and binding on all shareholders, unless at the time of ruling a request for a vote is made to the shareholders entitled to vote and represented in person or by proxy at the meeting, in which case the decision of a majority of such shares shall be

conclusive and binding on all shareholders. Without limiting the generality of the foregoing, the presiding officer shall have all the powers usually vested in the presiding officer of a meeting of shareholders.

ARTICLE III

Directors

Section 3.1. Powers. Subject to the provisions of the Code and any limitations in the articles of incorporation and these bylaws relating to actions required to be approved by the shareholders or by the outstanding shares, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board. The board may delegate the management of the day-to-day operations of the business of the corporation to a management company or other person provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board. Without prejudice to such general powers, but subject to the same limitations, it is hereby expressly declared that the board shall have the following powers in addition to the other powers enumerated in these bylaws:

(a)to select and remove all the other officers, agents and employees of the corporation, prescribe any qualifications, powers and duties for them that are consistent with law, the articles of incorporation or these bylaws, fix their compensation, and require from them security for faithful service;

(b)to conduct, manage and control the affairs and business of the corporation and to make such rules and regulations therefor not inconsistent with law, the articles of incorporation or these bylaws, as they may deem best;

(c)to adopt, make and use a corporate seal, to prescribe the forms of certificates of stock, and to alter the form of such seal and of such certificates from time to time as in their judgment they may deem best;

(d)to authorize the issuance of shares of stock of the corporation from time to time, upon such terms and for such consideration as may be lawful;

(e)to borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefor, in the corporate name, promissory and capital notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and securities therefor and any agreements pertaining thereto;

(f)to prescribe the manner in which and the person or persons by whom any or all of the checks, drafts, notes, contracts and other corporate instruments shall be executed;

(g)to appoint and designate, by resolution adopted by a majority of the authorized number of directors, one or more committees, each consisting of two or more directors, including the appointment of alternate members of any committee who may replace any absent member at any meeting of the committee; and

(h)generally, to do and perform every act or thing whatever that may pertain to or be authorized by the board of directors of a corporation incorporated under the laws of this state.

Section 3.2. Number and Qualification of Directors. The authorized number of directors of the corporation shall not be less than six (6) nor more than eleven (11) until changed by an amendment of the articles of incorporation or by a bylaw amending this Section 3.2 duly adopted by the vote or written consent of holders of a majority of the outstanding shares entitled to vote. The exact number of directors shall be fixed from time to time, within the range specified in the articles of incorporation or in this Section 3.2: (i) by a resolution duly adopted by the board; (ii) by a bylaw or amendment thereof duly adopted by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of the holders of a majority of the outstanding shares entitled to vote; or (iii) by approval of the shareholders (as defined in Section 153 of the Code.

Section 3.3. Nominations of Directors. Nominations for election of members of the board may be made by the board or by any holder of any outstanding class of capital stock of the corporation entitled to vote for the election of directors. Notice of intention to make any nominations (other than for persons named in the notice of the meeting called for the election of directors) shall be made in writing and shall be delivered or mailed to the president of the corporation by the later of: (i) the close of business twenty-one (21) days prior to any meeting of shareholders called for the election of directors; or (ii) ten (10) days after the date of mailing of notice of the meeting to shareholders. Such notification shall contain the following information to the extent known to the notifying shareholder: (a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the number of shares of capital stock of the corporation owned by each proposed nominee; (d) the name and residence address of the notifying shareholder; (e) the number of shares of capital stock of the corporation owned by the notifying shareholder; (f) the number of shares of capital stock of any bank, bank holding company, savings and loan association or other depository institution owned beneficially by the nominee or by the notifying shareholder and the identities and locations of any such institutions; and (g) whether the proposed nominee has ever been convicted of or pleaded nolo contendere to any criminal offense involving dishonesty or breach of trust, filed a petition in bankruptcy or been adjudged bankrupt. The notification shall be signed by the nominating shareholder and by each nominee, and shall be accompanied by a written consent to be named as a nominee for election as a director from each proposed nominee. Nominations not made in accordance with these procedures shall be disregarded by the chairperson of the meeting, and upon his or her instructions, the inspectors of election shall disregard all votes cast for each such nominee. The foregoing requirements do not apply to the nomination of a person to replace a proposed nominee who has become unable to serve as a director between the last day for giving notice in accordance with this paragraph and the date of election of directors if the procedure called for in this paragraph was followed with respect to the nomination of the proposed nominee.

A copy of the preceding paragraph shall be set forth in the notice to shareholders of any meeting at which directors are to be elected.

Section 3.4. Election and Term of Office. The directors shall be elected at each annual meeting of shareholders, but if any annual meeting is not held or the directors are not elected thereat, the directors may be elected at any special meeting of shareholders held for that purpose. Each director shall hold office until the next annual meeting and until a successor has been elected and qualified.

Section 3.5. Vacancies. Vacancies on the board, except for a vacancy created by the removal of a director, may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until the next annual meeting and until such director’s successor has been elected and qualified. A vacancy on the board created by the removal of a director may only be filled by the vote of a majority of the shares entitled to vote represented at a duly held meeting at which a quorum is present, or by the written consent of the holders of all of the outstanding shares.

The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. Any such election by written consent other than to fill a vacancy created by removal requires the consent of a majority of the outstanding shares entitled to vote.

Any director may resign effective upon giving written notice to the chairperson of the board, the president, secretary, or the board, unless the notice specifies a later time for the effectiveness of such resignation. If the board accepts the resignation of a director tendered to take effect at a future time, the board or the shareholders shall have power to elect a successor to take office when the resignation is to become effective.

A vacancy or vacancies on the board shall be deemed to exist in case of the death, resignation or removal of any director, or if the authorized number of directors is increased, or if the shareholders fail, at any annual or special meeting of shareholders at which any director or directors are elected, to elect the full authorized number of directors to be voted for at that meeting.

The board may declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of a felony.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of the director’s term of office.

Section 3.6. Place of Meetings. Regular or special meetings of the board shall be held at any place within or outside the state of California which has been designated in the notice of meeting or if there is no notice, at the principal executive office of the corporation, or at a place designated by resolution of the board or by the written consent of the board. Any regular or special meeting is valid wherever held if held upon written consent of all members of the board given either before or after the meeting and filed with the secretary of the corporation.

Section 3.7. Regular Meetings. Immediately following each annual meeting of shareholders, the board shall hold a regular meeting for the purpose of organization, any desired election of officers and the transaction of other business. Notice of this meeting shall not be required.

Other regular meetings of the board shall be held at any place within the State of California which has been designated from time to time by resolution of the board or by written consent of all members of the board. In the absence of such designation, regular meetings shall be held at the principal executive office of the corporation. Special meetings of the board may be held either at a place so designated, within the State of California, or at the principal executive office. Call and notice of all regular meetings of the board are hereby dispensed with.

Section 3.8. Special Meetings. Special meetings of the board for any purpose or purposes may be called at any time by the chairperson of the board, the president, any vice president, the secretary or by any two directors.

Special meetings of the board shall be held upon four days’ written notice by mail or 48 hours’ notice delivered personally or by telephone, telegraph, telex or other similar means of communication. Any such notice shall be addressed or delivered to each director at the director’s address as shown upon the records of the corporation or as given to the corporation by the director for purposes of notice or, if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held. Such notice may, but need not, specify the purpose of the meeting, or the place if the meeting is to be held at the principal executive office of the corporation.

Notice by mail shall be deemed to have been given at the time a written notice is deposited in the United States mails, postage prepaid. Any other written notice shall be deemed to have been given at the time it is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means or by facsimile transmission, to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient whom the person giving the notice has reason to believe will promptly communicate it to the recipient.

Section 3.9. Quorum. A majority of the authorized number of directors constitutes a quorum of the board for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the board, unless a greater number be required by the articles of incorporation and subject to the provisions of Section 310 of the Code (as to approval of contracts or transactions in which a director has a direct or indirect material financial interest) and Section 317(e) of the Code (as to indemnification of directors). A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 3.10. Participation in Meetings by Conference Telephone. Members of the board may participate in a meeting through use of a conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting pursuant to this Section 3.10 constitutes presence in person at such meeting.

Section 3.11. Waiver of Notice. Notice of a meeting need not be given to any director who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes of the meeting, whether before or after the meeting, or who attends the meeting without protesting, before the meeting or at its commencement, the lack of notice to such director. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 3.12. Adjournment. A majority of the directors present, whether or not a quorum is present, may adjourn any directors’ meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given, unless the meeting is adjourned for more than twenty-four hours, in which case notice of the time and place shall be given before the time of the adjourned meeting to the directors who were not present at the time of the adjournment.

Section 3.13. Action Without Meeting. Any action required or permitted to be taken by the board may be taken without a meeting if all members of the board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the board. Such action by written consent shall have the same effect as a unanimous vote of the board.

Section 3.14. Fees and Compensation. Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by the board. This Section 3.14 shall not be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee or otherwise, and receiving compensation for those services.

Section 3.15. Rights of Inspection. Every director of the corporation shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation and also of its subsidiary corporations, domestic or foreign. Such inspection by a director may be made in person or by agent or attorney, and the right of inspection includes the right to copy and make extracts.

Section 3.16. Removal of Director without Cause. Any or all of the directors of the corporation may be removed without cause if the removal is approved by the outstanding shares, subject to the following:

(a)Except if the corporation has a classified board, no director may be removed (unless the entire board is removed) when the votes cast against removal, or not consenting in writing to the removal, would be sufficient to elect the director if voted cumulatively at an election at which the same total number of votes were cast (or, if the action is taken by written consent, all shares entitled to vote were voted)  and the entire number of directors authorized at the time of the director’s most recent election were then being elected.

(b)When by the provisions of the articles the holders of the shares of any class or series, voting as a class or series, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the holders of the shares of that class or series.

(c)When the corporation has a classified board, a director may not be removed if the votes cast against removal of the director, or not consenting in writing to the removal, would be sufficient to elect the director if voted cumulatively (without regard to whether shares may otherwise be voted cumulatively) at an election at which the same total number of votes were cast (or, if the action is taken by written consent, all shares entitled to vote were voted) and either the number of directors elected at the most recent annual meeting of shareholders, or if greater, the number of directors for whom removal is being sought, were then being elected.

Section 3.17. Removal of Directors by Shareholder’s Suit. The superior court of the proper county may, at the suit of the shareholders holding at least 10 percent of the number of outstanding shares of any class, remove from office any director in case of fraudulent or dishonest acts or gross abuse of authority or discretion with reference to the corporation and may bar from reelection any director so removed for a period prescribed by the court. The corporation shall be made a party to such action.

ARTICLE IV

Officers

Section 4.1. Officers. The officers of the corporation shall be a president, a secretary and a chief financial officer. The corporation may also have, at the discretion of the board, a chairperson of the board, a vice chairperson of the board, one or more vice presidents, one or more assistant secretaries, one or more assistant financial officers and such other officers as may be elected or appointed in accordance with the provisions of Section 4.3 of this Article IV. One person may hold two or more offices, except those of president and secretary.

Section 4.2. Appointment. The officers of the corporation, except such officers as may be appointed in accordance with the provisions of Section 4.3 or Section 4.5 of this Article IV, shall be chosen by, and shall serve at the pleasure of, the board, and shall hold their respective offices until their resignation, removal or other disqualification from service, or until their respective successors shall be appointed, subject to the rights, if any, of an officer under any contract of employment.

Section 4.3. Subordinate Officers. The board may appoint, or may empower the president to appoint, such other officers as the business of the corporation may require, each to hold office for such period, have such authority and perform such duties as are provided in these bylaws or as the board may from time to time determine.

Section 4.4. Removal and Resignation. Subject to the rights, if any, of an officer under any contract of employment, any officer may be removed, either with or without cause, by the board at any time, or, except in the case of an officer chosen by the board, by any officer upon whom such power of removal may be conferred by the board.

Any officer may resign at any time by giving written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these bylaws for regular appointment to such office.

Section 4.6. Chairperson. The chairperson of the board, if there shall be such an officer, shall, if present, preside at all meetings of the board and exercise and perform such other powers and duties as may be assigned from time to time by the board.

Section 4.7. Vice Chairperson. The vice chairperson of the board, if there shall be such an officer, shall, in the absence of the chairperson of the board, preside at all meetings of the board and exercise and perform such other powers and duties as may be assigned from time to time by the board.

Section 4.8. President. Subject to such powers, if any, as may be given by the board to the chairperson of the board, if there shall be such an officer, the president is the general manager and chief executive officer of the corporation and has, subject to the control of the board, general supervision, direction and control of the business and affairs of the corporation. The president shall

preside at all meetings of the shareholders and in the absence of both the chairperson of the board and the vice chairperson, or if there be none, at all meetings of the board. The president has the general powers and duties of management usually vested in the office of president and chief executive officer of a corporation and such other powers and duties as may be prescribed by the board.

Section 4.9. Vice President. In the absence or disability of the president, the vice presidents in order of their rank as fixed by the board or, if not ranked, the vice president designated by the board, shall perform all the duties of the president and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the president. The vice presidents shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the bylaws, the board, the president or the chairperson of the board.

Section 4.10. Secretary. The secretary shall keep or cause to be kept, at the principal executive office or such other place as the board may order, a book of minutes of all meetings of shareholders, the board and its committees, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice or waivers of notice thereof given, the names of those present at the board and committee meetings, the number of shares present or represented at shareholders’ meetings, and the proceedings thereof.

The secretary shall keep, or cause to be kept, a copy of the bylaws of the corporation at the principal executive office or business office in accordance with Section 213 of the Code. The secretary shall keep, or cause to be kept, at the principal executive office or at the office of the corporation’s transfer agent or registrar, if one is appointed, a record of its shareholders, or a duplicate record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each.

The secretary shall give, or cause to be given, notice of all the meetings of the shareholders, of the board and of any committees thereof required by these bylaws or by law to be given, shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the board.

Section 4.11. Assistant Secretary. The assistant secretary or the assistant secretaries, in the order of their seniority, shall, in the absence or disability of the secretary, or in the event of such officer’s refusal to act, perform the duties and exercise the powers of the secretary and shall have such additional powers and discharge such duties as may be assigned from time to time by the president or by the board.

Section 4.12. Chief Financial Officer. The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of the properties and financial and business transactions of the corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares, and shall send or cause to be sent to the shareholders of the corporation such financial statements and reports that by law or these bylaws are required to be sent to them. The books of account shall at all times be open to inspection by any director of the corporation.

The chief financial officer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the board. The chief financial officer shall disburse the funds of the corporation as may be ordered by the board, shall render to the

president and directors, whenever they request it, an account of all transactions engaged in as chief financial officer and of the financial condition of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the board.

Section 4.13. Assistant Financial Officer. The assistant financial officer or the assistant financial officers, in the order of their seniority, shall, in the absence or disability of the chief financial officer, or in the event of such officer’s refusal to act, perform the duties and exercise the powers of the chief financial officer, and shall have such additional powers and discharge such duties as may be assigned from time to time by the president or by the board.

Section 4.14. Salaries. The salaries of the officers shall be fixed from time to time by the board and no officer shall be prevented from receiving such salary by reason of the fact that such officer is also a director of the corporation.

Section 4.15. Officers Holding More Than One Office. Any two or more offices, except those of president and secretary, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity.

Section 4.16. Inability to Act. In the case of absence or inability to act of any officer of the corporation and of any person herein authorized to act in his or her place, the board may from time to time delegate the powers or duties of such officer to any other officer, or any director or other person whom it may select.

ARTICLE V

Indemnification

Section 5.1. Definitions. For use in this Article V, certain terms are defined as follows:

(a)“Agent”: A director, officer, employee or agent of the corporation or a person who is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise (including service with respect to employee benefit plans and service on creditors’ committees with respect to any proceeding under the Bankruptcy Code, assignment for the benefit of creditors or other liquidation of assets of a debtor of the corporation), or a person who was a director, officer, employee or agent of a foreign or domestic corporation which was a predecessor corporation of the corporation or of another enterprise at the request of the predecessor corporation.

(b)“Loss”: All expenses, liabilities, and losses including attorneys’ fees, judgments, fines, ERISA excise taxes and penalties, amounts paid or to be paid in settlement, any interest, assessments, or other charges imposed thereon, and any federal, state, local, or foreign taxes imposed on any Agent as a result of the actual or deemed receipt of any payments under this Article.

(c)“Proceeding”: Any threatened, pending or completed action, suit or proceeding including any and all appeals, whether civil, criminal, administrative or investigative.

Section 5.2. Right to Indemnification. Each person who was or is a party or is threatened to be made a party to or is involved (as a party, witness or otherwise) in any Proceeding, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was an Agent, is entitled to indemnification. Agent shall be indemnified and held harmless by the corporation to the fullest extent authorized by law. The right to indemnification conferred in this Article V shall be a contract right. It is the corporation’s intention that these bylaws provide indemnification in excess of that expressly permitted by Section 317 of the Code, as authorized by the corporation’s articles of incorporation.

Section 5.3. Authority to Advance Expenses. The right to indemnification provided in Section 5.2 of these bylaws shall include the right to be paid, in advance of a Proceeding’s final disposition, expenses incurred in defending that Proceeding, provided, however, that if required by the California General Corporation Law, as amended, the payment of expenses in advance of the final disposition of the Proceeding shall be made only upon delivery to the corporation of an undertaking by or on behalf of the Agent to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the corporation as authorized under this Article V or otherwise. The Agent’s obligation to reimburse the corporation for advances shall be unsecured and no interest shall be charged thereon.

Section 5.4. Right of Claimant to Bring Suit. If a claim under Section 5.2 or 5.3 of these bylaws is not paid in full by the corporation within thirty (30) days after a written claim has been received by the corporation, the claimant may at any time there-after bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expenses (including attorneys’ fees) of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending a Proceeding in advance of its final disposition) that the claimant has not met the standards of conduct that make it permissible under the California General Corporation Law for the corporation to indemnify the claimant for the amount claimed. The burden of proving such a defense shall be on the corporation. Neither the failure of the corporation (including its board of directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that the indemnification of the claimant is proper under the circumstances because he or she has met the applicable standard of conduct set forth in the California General Corporation Law, nor an actual determination by the corporation (including its board of directors, independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that claimant has not already met the applicable standard of conduct.

Section 5.5. Provisions Nonexclusive. The rights conferred on any person by this Article V shall not be exclusive of any other rights that such person may have or hereafter acquire under any statute, provision of the articles of incorporation, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office. To the extent that any provision of the articles of incorporation, agreement, or vote of the shareholders or disinterested directors is inconsistent with these bylaws, the provision, agreement, or vote shall take precedence.

Section 5.6. Authority to Insure. The corporation may purchase and maintain insurance to protect itself and any Agent against any Loss asserted against or incurred by such person, whether or not the corporation would have the power to indemnify the Agent against such Loss under applicable law or the provisions of this Article V. If the corporation owns all or a portion of the shares of the company

issuing the insurance policy, the company and/or the policy must meet one of the two sets of conditions set forth in Section 317 of the Code.

Section 5.7. Survival of Rights. The rights provided by this Article V shall continue as to a person who has ceased to be an Agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

Section 5.8. Settlement of Claims. The corporation shall not be liable to indemnify any Agent under this Article V: (a) for any amounts paid in settlement of any action or claim effected without the corporation’s written consent, which consent shall not be unreasonably withheld; or (b) for any judicial award, if the corporation was not given a reasonable and timely opportunity, at its expense, to participate in the defense of such action.

Section 5.9. Effect of Amendment. Any amendment, repeal or modification of this Article V shall not adversely affect any right or protection of any Agent existing at the time of such amendment, repeal or modification.

Section 5.10. Subrogation. Upon payment under this Article V, the corporation shall be subrogated to the extent of such payment to all of the rights of recovery of the Agent, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the execution of such documents necessary to enable the corporation effectively to bring suit to enforce such rights.

Section 5.11. No Duplication of Payments. The corporation shall not be liable under this Article V to make any payment in connection with any claim made against the Agent to the extent the Agent has otherwise actually received payment (under any insurance policy, agreement, vote or otherwise) of the amounts otherwise indemnifiable hereunder.

ARTICLE VI

Other Provisions

Section 6.1. Inspection of Corporate Records.

(a)A shareholder or shareholders of the corporation holding at least five percent (5%) in the aggregate of the outstanding voting shares of the corporation or who hold at least one percent (1%) of the outstanding voting shares and have filed a Schedule 14B with the United States Securities and Exchange Commission relating to the election of directors of the corporation shall have an absolute right to do either or both of the following:

(i)inspect and copy the record of shareholders’ names and addresses and shareholdings during usual business hours upon five business days’ prior written demand upon the corporation; or

(ii)obtain from the transfer agent, if any, for the corporation, upon written demand and upon the tender of its usual charges for such a list (the amount of which charges shall be stated to the shareholder by the transfer agent upon request), a list of the shareholders’ names and addresses who are entitled to vote for the election of

directors and their shareholdings, as of the most recent record date for which it has been compiled, or as of a date specified by the shareholder subsequent to the date of demand. The corporation shall have a responsibility to cause the transfer agent to comply with this Section 6.1;

(b)The record of shareholders shall also be open to inspection and copying by any shareholder or holder of a voting trust certificate at any time during usual business hours upon written demand on the corporation, for a purpose reasonably related to such holder’s interest as a shareholder or holder of a voting trust certificate. A written demand for such inspection shall be accompanied by a statement in reasonable detail of the purpose of the inspection.

(c)The accounting books and records and minutes of proceedings of the shareholders and the board and committees of the board shall be open to inspection upon written demand on the corporation by any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to such holder’s interest as a shareholder or as a holder of such voting trust certificate. The right of inspection created by this Section 6.1(c) shall extend to the records of each subsidiary of the corporation. A written demand for such inspection shall be accompanied by a statement in reasonable detail of the purpose of the inspection.

(d)Any inspection and copying under this Section 6.1 may be made in person or by agent or attorney.

Section 6.2. Inspection of Bylaws. The corporation shall keep at its principal executive office in California the original or a copy of these bylaws as amended to date, which shall be open to inspection by shareholders at all reasonable times during office hours.

Section 6.3. Execution of Documents, Contracts. Subject to the provisions of applicable law, any note, mortgage, evidence of indebtedness, contract, share certificate, initial transaction statement or written statement, conveyance or other instrument in writing and any assignment or endorsement thereof executed or entered into between the corporation and any other person, when signed by the chairperson of the board, the president or any vice president and the secretary, any assistant secretary, the chief financial officer or any assistant financial officer of the corporation, or when stamped with a facsimile signature of such appropriate officers in the case of share certificates, shall be valid and binding upon the corporation in the absence of actual knowledge on the part of the other person that the signing officers did not have authority to execute the same. Any such instruments may be signed by any other person or persons and in such manner as from time to time shall be determined by the board, and unless so authorized by the board, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount.

Section 6.4. Certificates of Stock. Every holder of shares of the corporation shall be entitled to have a certificate signed in the name of the corporation by the chairperson or the vice chairperson of the board or the president or a vice president and by the secretary or an assistant secretary or the chief financial officer or an assistant financial officer, certifying the number of shares and the class or series of shares owned by the shareholder. The signatures on the certificates may be facsimile signatures. If any officer, transfer agent or

registrar who has signed a certificate or whose facsimile signature has been placed upon the certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if such person were an officer, transfer agent or registrar at the date of issue.

Except as provided in this Section 6.4, no new certificate for shares shall be issued in lieu of an old certificate unless the latter is surrendered and canceled at the same time. The board may, however, in case any certificate for shares is alleged to have been lost, stolen or destroyed, authorize the issuance of a new certificate in lieu thereof, and the corporation may require that the corporation be given a bond or other adequate security sufficient to indemnify it against any claim that may be made against it (including any expense or liability) on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate.

Prior to the due presentment for registration of transfer in the stock transfer book of the corporation, the registered owner shall be treated as the person exclusively entitled to vote, to receive notifications and otherwise to exercise all the rights and powers of an owner, except as expressly provided otherwise by the laws of the state of California.

Section 6.5. Representation of Shares of Other Corporations. The president or any other officer or officers authorized by the board or the president are each authorized to vote, represent and exercise on behalf of the corporation all rights incident to any and all shares or other securities of any other corporation or corporations standing in the name of the corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized to do so by proxy or power of attorney duly executed by said officer.

Section 6.6. Seal. The corporate seal of the corporation shall consist of two concentric circles, between which shall be the name of the corporation, and in the center shall be inscribed the word “Incorporated” and the date of its incorporation.

Section 6.7. Fiscal Year. The fiscal year of the corporation shall begin on the first day of January and end on the 31st day of December of each year.

Section 6.8. Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the Code and the California General Corporation Law shall govern the construction of these bylaws. Without limiting the generality of this provision, the singular number includes the plural, the plural number includes the singular, and the term “

person” includes both a corporation and a natural person.

Section 6.9. Bylaw Provisions Contrary to or Inconsistent with Provisions of Law. Any article, section, subsection, subdivision, sentence, clause or phrase of these bylaws which, upon being construed in the manner provided in this Section 6.9, shall be contrary to or inconsistent with any applicable provision of the Code or other applicable laws of the state of California or of the United States shall not apply so long as said provisions of law shall remain in effect, but such result shall not affect the validity or applicability of any other portions of these bylaws, it being hereby declared that these bylaws would have been adopted and each article, section, subsection, subdivision, sentence, clause or phrase thereof, irrespective of the fact that any one or more articles, sections, subsections, subdivisions, sentences, clauses or phrases is or are illegal.

ARTICLE VII

Amendments

Section 7.1. Amendment by Shareholders. New bylaws may be adopted or these bylaws may be amended or repealed by the vote or written consent of holders of a majority of the outstanding shares entitled to vote; provided, however, that if the articles of incorporation of the corporation set forth the number of authorized directors of the corporation, the authorized number of directors may be changed only by an amendment of the articles of incorporation and provided also that a bylaw reducing the fixed number or the minimum number of directors to a number less than five cannot be adopted if the votes cast against adoption at a meeting, or the shares not consenting in the case of action by written consent, are equal to more than 16 2/3 percent of the outstanding shares entitled to vote.

Section 7.2. Amendment by Directors. Subject to the rights of the shareholders as provided in Section 7.1 of this Article VII, bylaws, other than a bylaw specifying or changing a fixed number of directors or the maximum or minimum number or changing from a fixed to a variable board or vice versa, may be adopted, amended or repealed by the board.

CERTIFICATE OF SECRETARY

I, the undersigned, do hereby certify:

1.That I am the duly elected and acting secretary of Premier Commercial Bancorp, a California corporation; and

2.That the foregoing Bylaws, comprising 19 pages, constitute the Bylaws of Premier Commercial Bancorp as duly adopted by action of the board of directors of Premier Commercial Bancorp duly taken on April 21, 2004.

/s/ Viktor Uehlinger

Victor Uehlinger, Corporate Secretary

Premier Commercial Bancorp

EX-4.1

Exhibit 4.1

Specimen Stock Certificate

PREMIER COMMERCIAL BANCORP
	NUMBER		ANAHEIM, CALIFORNIA INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA					SHARES
COMMON STOCK				SEE REVERSE FOR CERTAIN DEFINITIONS
	This Certifies that is the record holder of
	SHARES OF NO PAR VALUE COMMON STOCK OF PREMIER COMMERCIAL BANCORP hereinafter designated “the Company”, transferable on the share register of the Company in person or by duly authorized attorney upon surrender of this Certificate properly endorsed or assigned. By the acceptance of this Certificate, the holder hereof assents to and agrees to be bound by all of the provisions of the Articles of Incorporation, the Bylaws and all amendments thereof. Witness the seal of the Company and the facsimile signatures of its duly authorized officers.
					Dated:
						PREMIER COMMERCIAL BANCORP
							Incorporated
							March 25, 2004
							CALIFORNIA
		Viktor R. Uehlinger							Kenneth J. Cosgrove
		SECRETARY				CHAIRMAN & CHIEF EXECUTIVE OFFICER

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 Act
						(State)
JT TEN	-	as joint tenants with right
		of survivorship and not as
		tenants in common
		Additional abbreviations may also be used though not in the above list.

For valued 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

of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint                                                Attorney to transfer the said stock on the books of the Company with full power of substitution in the premises.

Dated
	Notice:	The signature to this assignment must correspond with the name as written upon the face of the Certificate in every particular, without alteration or enlargement or any change whatever.

EX-5.1

Exhibit 5.1

[Gary Steven Findley & Associates Letterhead]

April 5, 2006

Board of Directors

Premier Commercial Bancorp

2400 East Katella Avenue

Anaheim, California 92806

Re:Premier Commercial Bancorp’s Registration Statement on Form SB-2

Gentlemen:

At your request, we have examined the form of registration statement to be filed with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, for the offer and sale of up to 727,272 shares of your no par value common stock. We are familiar with the actions taken or to be taken in connection with the authorization, issuance and sale of your common stock.

In connection with this opinion, we have considered such questions of law and fact as we have deemed necessary as a basis for the opinions set forth below, and we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of the following: (i) the registration statement; (ii) the Articles of Incorporation and Bylaws of Premier, as currently in effect; (iii) certain resolutions of the Board of Directors of Premier relating to the issuance of the shares; and (iv) such other documents as we have deemed necessary or appropriate. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies.

It is our opinion that, subject to said proceedings being duly taken and completed as now contemplated before the issuance of the common stock, the common stock, will, upon the issuance and sale thereof be legally and validly issued and fully paid and nonassessable.

The law covered by the opinion set forth above is limited to the laws of the State of California and the federal laws of the United States of America.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the registration statement and to the reference to our name under the caption “Legal Matters” in the prospectus constituting a part of the registration statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.

	Very truly yours,
	GARY STEVEN FINDLEY & ASSOCIATES
By:	/s/ Gary Steven Findley
	Gary Steven Findley
	Attorney at Law

EX-10.1

Exhibit 10.1

PREMIER COMMERCIAL BANK, N.A.

EMPLOYEES RETIRMENT PLAN AND TRUST

[TIERED PROFIT SHARING/ 401(k) PLAN]

[IN COMPLIANCE WITH GUST]

TABLE OF CONTENTS

ARTICLE 1			2
DEFINITIONS			2
	1.1	ACP or ACP TEST	2
	1.2	ACTUAL DEFERRAL PERCENTAGE TEST	2
	1.3	ADP or ADP TEST	4
	1.4	ADMINISTRATOR	4
	1.5	ADOPTING EMPLOYER	4
	1.6	AFFILIATED EMPLOYER	6
	1.7	AGE	6
	1.8	ANNIVERSARY DATE	6
	1.9	ANNUITY STARTING DATE	6
	1.10	AVERAGE CONTRIBUTION PERCENTAGE TEST	6
	1.11	BENEFICIARY	9
	1.12	BREAK IN SERVICE	10
	1.13	CODE	10
	1.14	CODE §3401 COMPENSATION	10
	1.15	CODE §415 COMPENSATION	10
	1.16	COMPENSATION	11
	1.17	DISABILITY	14
	1.18	EARLY RETIREMENT AGE	14
	1.19	EARNED INCOME	14
	1.20	ELECTIVE DEFERRAL	14
	1.21	ELECTIVE DEFERRAL ACCOUNT	15
	1.22	ELIGIBLE PARTICIPANT	15
	1.23	EMPLOYEE	16
	1.24	EMPLOYER	17
	1.25	ERISA	17
	1.26	EXCESS AGGREGATE CONTRIBUTIONS	17
	1.27	EXCESS CONTRIBUTIONS	17
	1.28	EXCESS ELECTIVE DEFERRALS	17
	1.29	FIDUCIARY	17
	1.30	FISCAL YEAR	18
	1.31	FORFEITURE	18
	1.32	FORM W-2 COMPENSATION	18
	1.33	HCE	18
	1.34	HIGHLY COMPENSATED EMPLOYEE	18
	1.35	HOUR OF SERVICE	19
	1.36	KEY EMPLOYEE	20
	1.37	LEASED EMPLOYEE	20
	1.38	LIMITATION YEAR	21
	1.39	MATCHING CONTRIBUTION	21
	1.40	MATCHING CONTRIBUTION ACCOUNT	21
	1.41	MATERNITY OR PATERNITY LEAVE	21
	1.42	NHCE	21
	1.43	NON-ELECTIVE CONTRIBUTIONS	21
	1.44	NON-ELECTIVE CONTRIBUTION ACCOUNT	21
	1.45	NON-HIGHLY COMPENSATED EMPLOYEE	21
	1.46	NON-KEY EMPLOYEE	21
	1.47	NORMAL RETIREMENT AGE	21
	1.48	NORMAL RETIREMENT DATE	22
	1.49	OWNER-EMPLOYEE	22
	1.50	PARTICIPANT	22

	1.51	PARTICIPANT’S ACCOUNT	22
	1.52	PERMISSIVE AGGREGATION GROUP	22
	1.53	PLAN	22
	1.54	PLAN YEAR	22
	1.55	POLICY	23
	1.56	QMAC	23
	1.57	QNEC	23
	1.58	QUALIFIED JOINT AND SURVIVOR ANNUITY	23
	1.59	QUALIFIED MATCHING CONTRIBUTION	23
	1.60	QUALIFIED NON-ELECTIVE CONTRIBUTION	23
	1.61	QUALIFIED PRERETIREMENT SURVIVOR ANNUITY	23
	1.62	REQUIRED AGGREGATION GROUP	24
	1.63	REQUIRED BEGINNING DATE	24
	1.64	ROLLOVER ACCOUNT	25
	1.65	ROLLOVER CONTRIBUTION	25
	1.66	SAFE HARBOR CONTRIBUTION ACCOUNT	25
	1.67	SELF-EMPLOYED INDIVIDUAL	25
	1.68	SHAREHOLDER-EMPLOYEE	25
	1.69	SPONSOR	25
	1.70	SPOUSE	26
	1.71	TERMINATION OF EMPLOYMENT	26
	1.72	TERMINATED PARTICIPANT	26
	1.73	TOP HEAVY	26
	1.74	TOP HEAVY MINIMUM ALLOCATION	26
	1.75	TOP HEAVY RATIO	26
	1.76	TRUSTEE	27
	1.77	TRUST FUND	28
	1.78	VALUATION DATE	28
	1.79	VESTED AGGREGATE ACCOUNT	28
	1.80	VESTED, VESTED INTEREST or VESTING	28
	1.81	VOLUNTARY EMPLOYEE CONTRIBUTION	28
	1.82	VOLUNTARY EMPLOYEE CONTRIBUTION ACCOUNT	28
	1.83	YEAR OF SERVICE	28
ARTICLE 2			31
PLAN PARTICIPATION			31
	2.1	ELIGIBILITY REQUIREMENTS	31
	2.2	ENTRY DATE	32
	2.3	WAIVER OF PARTICIPATION	32
	2.4	PARTICIPATION UPON REEMPLOYMENT	32
	2.5	EXCLUSION OF ELIGIBLE EMPLOYEE	32
	2.6	INCLUSION OF INELIGIBLE EMPLOYEE	33
ARTICLE 3			34
CONTRIBUTIONS AND ALLOCATIONS			34
	3.1	EMPLOYER CONTRIBUTIONS	34
	3.2	ALLOCATION OF EMPLOYER CONTRIBUTIONS	38
	3.3	ALLOCATION OF EARNINGS AND LOSSES	47
	3.4	ALLOCATION OF FORFEITURES	48
	3.5	TOP HEAVY MINIMUM ALLOCATION	48
	3.6	SAFE HARBOR CONTRIBUTIONS	50
	3.7	ROLLOVER CONTRIBUTIONS	54
	3.8	VOLUNTARY EMPLOYEE CONTRIBUTIONS	55

ARTICLE 4			56
PLAN BENEFITS			56
	4.1	BENEFIT UPON NORMAL RETIREMENT	56
	4.2	BENEFIT UPON LATE RETIREMENT	56
	4.3	BENEFIT UPON DEATH	56
	4.4	BENEFIT UPON DISABILITY	56
	4.5	BENEFIT UPON TERMINATION	57
	4.6	DETERMINATION OF VESTED INTEREST	57
ARTICLE 5			59
DISTRIBUTION OF BENEFITS			59
	5.1	BENEFIT UPON RETIREMENT	59
	5.2	BENEFIT UPON DEATH	59
	5.3	DISABILITY BENEFITS	62
	5.4	BENEFIT UPON TERMINATION	62
	5.5	CASH-OUT OF BENEFITS	63
	5.6	RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS	64
	5.7	RESTORATION OF FORFEITED ACCOUNT BALANCE	65
	5.8	SPOUSAL CONSENT REQUIREMENTS	66
	5.9	APPLICATION OF CODE §40l(a)(9) REQUIREMENTS	68
	5.10	STATUTORY COMMENCEMENT OF BENEFITS	68
	5.11	SEGREGATION OF BENEFIT BEFORE DISTRIBUTION	69
	5.12	DISTRIBUTION IN EVENT OF INCAPACITY	69
	5.13	MISSING PARTICIPANTS AND UNCLAIMED BENEFITS	69
	5.14	DIRECT ROLLOVERS	71
	5.15	DISTRIBUTION OF PROPERTY	71
	5.16	FINANCIAL HARDSHIP DISTRIBUTIONS	72
	5.17	IN-SERVICE DISTRIBUTIONS	74
	5.18	DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS	74
	5.19	DISTRIBUTION OF EXCESS CONTRIBUTIONS	75
	5.20	DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS	77
	5.21	ELIMINATION OF CERTAIN FORMS OF PAYMENT	79
ARTICLE 6			80
CODE §415 LIMITATIONS			80
	6.1	MAXIMUM ANNUAL ADDITION	80
	6.2	ADJUSTMENTS TO MAXIMUM ANNUAL ADDITION	80
	6.3	MULTIPLE PLANS AND MULTIPLE EMPLOYERS	81
	6.4	ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS	81
	6.5	MULTIPLE PLAN REDUCTION	82
ARTICLE 7			85
DUTIES OF THE TRUSTEE			85
	7.1	APPOINTMENT, RESIGNATION, REMOVAL AND SUCCESSION	85
	7.2	INVESTMENT ALTERNATIVES OF THE TRUSTEE	85
	7.3	VALUATION OF THE TRUST FUND	88
	7.4	COMPENSATION AND EXPENSES	88
	7.5	PAYMENTS FROM THE TRUST FUND	89
	7.6	PAYMENT OF TAXES	89
	7.7	ACCOUNTS, RECORDS AND REPORTS	89
	7.8	EMPLOYMENT OF AGENTS AND COUNSEL	89
	7.9	DIVISION OF DUTIES AND INDEMNIFICATION	90
	7.10	APPOINTMENT OF INVESTMENT MANAGER	91
	7.11	ASSIGNMENT AND ALIENATION OF BENEFITS	91
	7.12	EXCLUSIVE BENEFIT RULE	91

	7.13	PURCHASE OF INSURANCE	91
	7.14	LOANS TO PARTICIPANTS	93
	7.15	DIRECTED INVESTMENT ACCOUNTS	93
	7.16	SUPERSEDING TRUST OR CUSTODIAL AGREEMENT	95
ARTICLE 8			97
DUTIES OF THE ADMINISTRATOR			97
	8.1	APPOINTMENT, RESIGNATION, REMOVAL AND SUCCESSION	97
	8.2	POWERS AND DUTIES OF THE ADMINISTRATOR	97
	8.3	APPOINTMENT OF ADMINISTRATIVE COMMITTEE	97
	8.4	FINALITY OF ADMINISTRATIVE DECISIONS	97
	8.5	MULTIPLE ADMINISTRATORS	98
	8.6	COMPENSATION AND EXPENSES	98
	8.7	APPOINTMENT OF AGENTS AND COUNSEL	98
	8.8	CORRECTING ADMINISTRATIVE ERRORS	98
	8.9	PROMULGATING NOTICES AND PROCEDURES	98
	8.10	CLAIMS PROCEDURES	99
	8.11	QUALIFIED DOMESTIC RELATIONS ORDERS	102
ARTICLE 9			104
AMENDMENT, TERMINATION AND MERGER			104
	9.1	AMENDMENT OF THE PLAN	104
	9.2	TERMINATION OF PLAN BY SPONSOR	105
	9.3	TERMINATION OF PARTICIPATION BY ADOPTING EMPLOYER	106
	9.4	MERGER OR CONSOLIDATION	106
ARTICLE 10			107
MISCELLANEOUS PROVISIONS			107
	10.1	NO CONTRACT OF EMPLOYMENT	107
	10.2	TITLE TO ASSETS	107
	10.3	QUALIFIED MILITARY SERVICE	107
	10.4	BONDING OF FIDUCIARIES	107
	10.5	SEVERABILITY OF PROVISIONS	107
	10.6	GENDER AND NUMBER	107
	10.7	HEADINGS AND SUBHEADINGS	107
	10.8	LEGAL ACTION	108
	10.9	QUALIFIED PLAN STATUS	108
	10.10	MAILING OF NOTICES TO ADMINISTRATOR, EMPLOYER OR TRUSTEE	108
	10.11	PARTICIPANT NOTICES AND WAIVERS OF NOTICES TO PARTICIPANTS	108
	10.12	NO DUPLICATION OF BENEFITS	108
	10.13	EVIDENCE FURNISHED CONCLUSIVE	108
	10.14	RELEASE OF CLAIMS	108
	10.15	MULTIPLE COPIES OF PLAN AND/OR TRUST	109
	10.16	LIMITATION OF LIABILITY AND INDEMNIFICATION	109

PREMIER COMMERCIAL BANK, N.A.

EMPLOYEES’ RETIREMENT PLAN AND TRUST

THIS AGREEMENT is made and entered into as of the 27^th day of November, 2002, between PREMIER COMMERCIAL BANK (hereafter called the Employer) and KENNETH J. COSGROVE AND ASHOK R. PATEL (hereafter collectively referred to as the Trustee).

WITNESSETH:

NOW, THEREFORE, effective January 1, 2002, the Sponsor establishes a Plan in accordance with Code §401(a) and Code §401(k) (hereafter referred to as the “Plan”), effective January 1, 2002, in order to provide retirement and other incidental benefits to Employees who are eligible to participate therein; and to comply with the requirements of the Employee Retirement Income Security Act of 1974 and the Internal Revenue Code of 1986, as amended by the Uruguay Round Agreements Act, the Small Business Job Protection Act of 1996, the Taxpayer Relief Act of 1997, the Uniformed Services Employment and Reemployment Rights Act of 1994, the Internal Revenue Service Restructuring and Reform Act of 1998, the Community Renewal Tax Relief Act of 2000, and all applicable rulings and regulations issued thereunder, and the Trustee accepts the Plan under the following terms and conditions:

WHEREAS, in accordance with the terms of the Plan, the Sponsor has the ability at any time, and from time to time, to amend the Plan;

1

ARTICLE 1
DEFINITIONS

1.1ACP or ACP TEST

The term ACP means the Average Contribution Percentage as defined in Section 1.10(c). The term ACP Test means the Average Contribution Percentage Test.

1.2ACTUAL DEFERRAL PERCENTAGE TEST

The term Actual Deferral Percentage Test (or ADP Test) means either of the following nondiscrimination tests for Elective Deferrals: (1) the ADP for Participants who are HCEs will not exceed the ADP for Participants who are NHCEs multiplied by 1.25; or (2) the ADP for Participants who are HCEs will not exceed the ADP for Participants who are NHCEs multiplied by 2.0, provided that the ADP for Participants who are HCEs does not exceed the ADP for Participants who are NHCEs by more than 2 percentage points. The ADP Test for any Plan Year will be determined in accordance with the following provisions:

(a)Testing Method: The ADP Test will he determined each Plan Year by either Current Year Testing or Prior Year Testing (as described in paragraph (b) below) as follows: Current Year Testing is used for the 2000 Plan Year; Current Year Testing is used for the 2001 Plan Year; and Current Year Testing is used for the 2002 Plan Year and for each Plan Year thereafter until otherwise elected by the Employer by means of a Plan amendment.

(b)Definition Of Current And Prior Year Testing: The term Current Year Testing means the ADP Test will be determined for a Plan Year by comparing the ADP of Participants who are Highly Compensated Employees for that Plan Year to the ADP of Participants who were Non-Highly Compensated Employees for that Plan Year. The term Prior Year Testing means the ADP Test will be determined for a Plan Year by comparing the ADP of Participants who are Highly Compensated Employees for that Plan Year to the ADP of Participants who were Non-Highly Compensated Employees for the prior Plan Year. If Prior Year Testing is specified in paragraph (a), then in the case of the first Plan Year in which the Plan permits any Participant to make Elective Deferrals (unless this is a successor Plan), the ADP used for Participants who were Non-Highly Compensated Employees in the prior Plan Year will be the greater of 3% or their actual ADP for the first Plan Year in which Elective Deferrals were permitted. Prior Year Testing cannot be used in any Plan Year in which a supplemental Safe Harbor Notice is issued that reduces or eliminates a Safe Harbor Matching Contribution for that Plan Year.

(c)Definition Of Actual Deferral Percentage: The term Actual Deferral Percentage (ADP) means, for a specified group of Participants for a Plan Year, the average of the ratios calculated separately for each Participant in such group of (1) the amount of Employer

2

contributions actually paid on behalf of such Participant for the Plan Year to (2) the Compensation of such Participant for such Plan Year.

(d)Contributions Used To Determine ADP Test: Employer contributions used to determine the ADP Test include Elective Deferrals, including Excess Elective Deferrals as defined in Section 1.28, but excluding Excess Elective Deferrals of NHCEs that arise solely from Elective Deferrals made to this Plan or any other plans maintained by this Employer and Elective Deferrals that are taken into account in the ACP Test if the ADP Test is satisfied both with and without exclusion of these Elective Deferrals. The Employer may also elect each Plan Year to include QMACs and/or QNECs, and in any Plan Year in which Current Year Testing is used, may further elect to include such QNECs and/or QMACs only to the extent necessary to pass the ADP Test. In computing ADPs, an Employee who would be a Participant but for the failure to make Elective Deferrals will be treated as a Participant on whose behalf no Elective Deferrals are made.

(e)Highly Compensated Employees: A Participant is a Highly Compensated Employee for a particular Plan Year if he or she meets the definition of a Highly Compensated Employee in effect for that Plan Year. A Participant is a Non-Highly Compensated Employee for a particular Plan Year if he or she does not meet the definition of a Highly Compensated Employee in effect for that Plan Year. The ADP for any Participant who is a HCE for the Plan Year and who is eligible to have Elective Deferrals (and QNECs or QMACs, or both, if treated as Elective Deferrals for purposes of the ADP Test) allocated to his or her accounts under two or more arrangements described in Code
§401(k) that are maintained by this Employer will be determined as if such Elective Deferrals (and, if applicable, QNECs or QMACs, or both) were made under a single arrangement. If a HCE participates in two or more cash or deferred arrangements that have different Plan Years, all cash or deferred arrangements ending with or within the same calendar year will be treated as a single arrangement; except that certain plans will be treated as separate if mandatorily disaggregated under regulations under Code §401(k).

(f)Other Rules: In determining the ADP Test, (1) if this Plan satisfies the requirements of Code §401(k), §401(a)(4), or §410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy such requirements only if aggregated with this Plan, then this section will be applied by determining the ADP of Employees as if all such plans were a single plan. For any Plan Year in which the Employer elects prior year testing under this Section, adjustments to the ADP of Non-Highly Compensated Employees for the prior Plan Year will be made in accordance with Notice 98-1 and any superseding guidance. Plans may be aggregated to satisfy Code §401(k) only if they have the same Plan Year and use the same ADP testing method; (2) Elective Deferrals, QNECs and QMACs must be made before the last day of the 12-month period immediately following the Plan Year to which contributions relate; (3) the Employer will maintain records sufficient to demonstrate satisfaction of the ADP test and the amount of QNECs or QMACs, or both, used in

3

such test; and (4) the determination and treatment of the ADP amounts of any Participant will satisfy such other requirements as may be prescribed by the Secretary of the Treasury.

(g)Change To Prior Year Testing: If the Employer elects Current Year Testing for any Plan Year, the Employer can only elect to change to Prior Year Testing in accordance with the requirements in Notice 98-1 (or superseding guidance). If the Employer elects to change to Prior Year Testing, the ADP for NHCEs for the prior year will be determined by counting only (1) Elective Deferrals for those NHCEs that were counted for purposes of the ADP Test (and not the ACP Test) under the Current Year Testing method for the prior year, and (2) QNECs that were allocated to the accounts of those NHCEs for the prior year but that were not used to satisfy the ADP Test or the ACP Test under the Current Year Testing method for the prior year. Thus, if the Employer elects to change to Prior Year Testing, the following contributions made for the prior year will be disregarded: QNECs used to satisfy either the ADP Test or ACP Test under the Current Year Testing method for the prior testing year, Elective Deferrals taken into account for purposes of the ACP Test, and all QMACs. The limitations on double counting do not apply for testing years beginning before January 1, 2001, and if the Plan changes to Prior Year Testing for the first time for any Plan Year after 1997, the ADP for NHCEs will be the same as for the Plan Year immediately preceding the Plan Year for which the change to Prior Year Testing was effective.

1.3ADP or ADP TEST

The term ADP means the Actual Deferral Percentage as defined in Section 1.2(c). The term ADP Test means the Actual Deferral Percentage Test.

1.4ADMINISTRATOR

The term Administrator means the Employer unless another Administrator is appointed by the Employer pursuant to the provisions of Section 8.1 of the Plan.

1.5ADOPTING EMPLOYER

The term Adopting Employer means any entity that adopts this Plan with the consent of the Sponsor. An Employee’s transfer to or from any Employer or Adopting Employer will not affect his or her Participant’s Account balance, total Years of Service (or Periods of Service) and total Years of Service as a Participant (or Periods of Service as a Participant). All Adopting Employers will be subject to the following provisions:

(a)Multiple Employer Plan Provisions Under Code §413(c): Notwithstanding any other provision in the Plan to the contrary, unless the Plan is a collectively bargained plan described in Regulation §1.413-1(a), the following provisions will apply with respect to any Adopting Employer that is not an Affiliated Employer of the Sponsor:

(1)Instances Of Separate Employer Testing: Employees of any such Adopting Employer will be treated separately for purposes

4

of testing under the provisions of Code §401(a)(4), Code §401(k), Code §401(m) and, if the Sponsor and the Adopting Employer do not share Employees, Code §416. Furthermore, the terms of Code §410(b) will be applied separately on an employer-by-employer basis by the Sponsor (and the Adopting Employers which are part of the Affiliated Group which includes the Sponsor) and each Adopting Employer that is not an Affiliated Employer of the Sponsor, taking into account the generally applicable rules described in Code §401(a)(5), §414(b) and §414(c).

(2)Instances Of Single Employer Testing: Employees of the Adopting Employer will be treated as part of a single employer plan for purposes of eligibility to participate under Article 2 and under the provisions of Code §410(a). Furthermore, the terms of Code §411 relating to Vesting will be applied as if all Employees of all such Adopting Employers and the Sponsor were employed by a single employer, except that the rules regarding Breaks in Service will be applied under such regulations as may be prescribed by the Secretary of Labor.

(3)Common Trust: Contributions made by any such Adopting Employer will be held in a common Trust Fund with contributions made by the Sponsor, and all such contributions will be available to pay the benefits of any Participant or Beneficiary who is an Employee of the Sponsor or any such Adopting Employer.

(4)Common Disqualification Provision: The failure of either the Sponsor or any such Adopting Employer to satisfy the qualification requirements under Code §401(a), as modified by the provisions of Code §413(c), will result in the disqualification of the Plan for all such Employers maintaining the Plan.

(b)Termination of Adoption: An Adopting Employer may terminate participation in the Plan by delivering written notice to the Sponsor, the Administrator and the Trustee; but in accordance with Article 9, only the Sponsor can terminate the Plan. If a request for and approval of a transfer of assets from this Plan to any successor qualified retirement plan maintained by the Adopting Employer or its successor is not made in accordance with Section 9.3, Participants who are no longer Employees because the Adopting Employer terminates Plan participation will only be entitled to the commencement of their benefits (1) in the case of Participants who are no longer Employees of an Adopting Employer that is an Affiliated Employer of the Sponsor, in accordance with Article 5 after their death, retirement, Disability or Termination of Employment from the Adopting Employer or former Adopting Employer; and (2) in the case of Participants who are no longer Employees of an Adopting Employer that is not an Affiliated Employer of the Sponsor, within a reasonable time thereafter as if the Plan had been terminated under Section 9.2.

5

1.6AFFILIATED EMPLOYER

The term Affiliated Employer means any of the following of which the Employer is a part: (1) a controlled group of corporations as defined in Code §414(b); (2) a trade or business (whether or not incorporated) under common control under Code §414(c); (3) any organization (whether or not incorporated) which is a member of an affiliated service group under Code §414(m); and (4) any other entity required to be aggregated under Code §414(o).

1.7AGE

The term Age means an Employee’s actual attained age.

1.8ANNIVERSARY DATE

The term Anniversary Date means December 31^st.

1.9ANNUITY STARTING DATE

The term Annuity Starting Date means the first day of the first period for which an amount is paid as an annuity, or, in the case of a benefit not payable as an annuity, the first day all events have occurred which entitle the Participant to such benefit. The first day of the first period for which a benefit is to be received by reason of Disability will be treated as the Annuity Starting Date only if such benefit is not an auxiliary benefit.

1.10AVERAGE CONTRIBUTION PERCENTAGE TEST

The term Average Contribution Percentage (or ACP) Test means the greater of one of the following nondiscrimination tests for Matching Contributions and Employee contributions: (1) the ACP for Participants who are HCEs will not exceed the ACP for Participants who are NHCEs multiplied by 1.25; or (b) the ACP for Participants who are HCEs will not exceed the ACP for Participants who are NHCEs multiplied by 2.0, provided that the ACP for Participants who are HCEs does not exceed the ACP for Participants who are NHCEs by more than 2 percentage points. The ACP Test for any Plan Year will be determined in accordance with the following:

(a)Testing Method: The ACP Test will be determined each Plan Year by the Current Year Testing method as described in paragraph (b) below.

(b)Definition Of Current And Prior Year Testing: The term Current Year Testing means the ACP Test will be determined for a Plan Year by comparing the ACP of Participants who are Highly Compensated Employees for that Plan Year to the ACP of Participants who were Non-Highly Compensated Employees for that Plan Year. The term Prior Year Testing means the ACP Test will be determined for a Plan Year by comparing the ACP of Participants who are Highly Compensated Employees for that Plan Year to the ACP of Participants who were Non-Highly Compensated Employees for the prior Plan Year. If Prior Year Testing is specified in paragraph (a), then for the first Plan Year in which the Plan permits any Participant to make Voluntary Employee Contributions, provides for Matching Contributions, or both (unless this Plan is a successor Plan), the ACP used for Participants who were Non-Highly Compensated Employees in the prior Plan Year will be the greater of 3% or their actual ACP for

6

the first Plan Year. Prior Year Testing cannot be used in any Plan Year in which a supplemental Safe Harbor Notice is issued that reduces or eliminates a Safe Harbor Matching Contribution for that Plan Year.

(c)Definition Of Average Contribution Percentage: For purposes of this Section, the term Average Contribution Percentage (or ACP) means the average of the Contribution Percentages of the “eligible” Participants in a group.

(d)Definition Of Contribution Percentage: For purposes of this Section, the term Contribution Percentage means the ratio (expressed as a percentage) of the Participant’s Contribution Percentage Amounts to the Participant’s Compensation for the Plan Year.

(e)Definition Of Contribution Percentage Amounts: For purposes of this Section, the term Contribution Percentage Amounts means the sum of the Employee Contributions, Matching Contributions and Qualified Non-Elective Contributions (to the extent not used in the ADP Test) made under the plan on behalf of the participant for the Plan Year.

(f)Contributions Used In Determining Contribution Percentage Amounts: Contribution Percentage Amounts will not include Matching Contributions that are forfeited either to correct Excess Aggregate Contributions or because the contributions to which they relate are Excess Deferrals, Excess Contributions, or Excess Aggregate Contributions. The Employer may elect each Plan Year to include as Contribution Percentage Amounts QNECs and/or Elective Deferrals so long as the ADP Test is met before the Elective Deferrals are used in the ACP Test and continues to be met following the exclusion of those Elective Deferrals that are used to meet the ACP Test. For any Plan Year in which Current Year Testing is specified in paragraph (a) above, the Employer may further elect to include such QNECs and/or Elective Deferrals as Contribution Percentage Amounts only to the extent necessary to satisfy the ACP (and Multiple Use) Test.

(g)Multiple Use: If one or more HCEs participate in both a cash or deferred arrangement and in a plan subject to the ACP Test maintained by the Employer, and if the sum of the ADP and ACP of those HCEs subject to either or both tests exceeds the Aggregate Limit, then the ACP of those HCEs who also participate in a cash or deferred arrangement will be reduced as described in Section 5.20 so that the limit is not exceeded. The amount by which each HCE’s Contribution Percentage Amount is reduced will be treated as an Excess Aggregate Contribution. The ADP and ACP of HCEs are determined after any corrections required to meet the ADP Test and the ACP Test and are deemed to be the maximum permitted under such tests for the Plan Year. Multiple use does not occur if either the ADP or the ACP of the HCEs does not exceed 1.25 multiplied by the ADP and the ACP of the NHCEs.

(h)Highly Compensated Employees: A Participant is a HCE for a particular Plan Year if he or she meets the definition of a HCE in

7

effect for that Plan Year; and a Participant is a NHCE for a particular Plan Year if he or she does not meet the definition of a HCE in effect for that Plan Year. The Contribution Percentage for any Participant who is a HCE and who is eligible to have Contribution Percentage Amounts allocated to his or her account under two or more plans described in Code §401(a), or arrangements described in Code §401(k) that are maintained by the Employer, will be determined as if the total of such Contribution Percentage Amounts was made under each plan. If a HCE participates in two or more cash or deferred arrangements that have different plan years, all cash or deferred arrangements ending with or within the same calendar year will be treated as a single arrangement. Notwithstanding the foregoing, certain plans will be treated as separate if mandatorily disaggregated under regulations under Code §401(m).

(i)Other Rules: In determining the ACP Test, if this Plan satisfies the requirements of Code §401(m), §401(a)(4) or §410(b) only if aggregated with one or more other plans, or if one or more other plans satisfy such requirements only if aggregated with this Plan, then this section will be applied by determining the Contribution Percentage of Employees as if all such plans were a single plan. For any Plan Year in which the Employer elects Prior Year Testing under this Section, adjustments to the ACP of Non-Highly Compensated Employees for the prior Plan Year will be made in accordance with Notice 98-1 and any superseding guidance. Plans with the same Plan Year may be aggregated to satisfy Code §401(m). In determining the Contribution Percentage test, Employee contributions are considered to have been made in the Plan Year in which contributed to the Plan, and Matching Contributions and QNECs will be considered made for a Plan Year if made no later than the end of the twelve-month period beginning on the day after the close of the Plan Year. The Employer will maintain records sufficient to demonstrate satisfaction of the ACP Test and the amount of QNECs or QMACs, or both, used in such test. The determination and treatment of the Contribution Percentage of any Participant will satisfy such other requirements as may be prescribed by the Secretary of the Treasury.

(j)Aggregate Limit: The term Aggregate Limit means the sum of (1) 125% of the greater of the ADP of Participants who are NHCEs for the current Plan Year (or for the prior Plan Year for any Plan Year for which prior year testing has been elected) or the ACP of Participants who are NHCEs subject to Code §401(m) for the Plan Year beginning with or within the current Plan Year (or for the prior Plan Year for any Plan Year for which prior year testing has been elected) of the cash or deferred arrangement (2) the lesser of 200% or two plus the lesser of such ADP or ACP. The word “lesser” will be substituted for “greater” in (1) above, and the word “greater” will be substituted for “lesser” after “two plus the” in (2) above if that would result in a larger Aggregate Limit.

(k)“Eligible” Participant: For purposes of this Section, an “eligible” Participant is any Employee who is eligible to make an Employee Contribution, or an Elective Deferral (if the Employer takes such

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contributions into account in the calculation of the Contribution Percentage), or to receive a Matching Contribution (including forfeitures) or a QMAC. If an Employee Contribution is required as a condition of Plan participation, any Employee who would be a Participant if such Participant made such a contribution will be treated as an “eligible” Participant on behalf of whom no Employee Contributions are made. An Employee Contribution means any contribution made by or on behalf of a Participant that is included in the Participant’s gross income in the year in which made and that is maintained under a separate account to which earnings and losses are allocated.

(l)Change To Prior Year Testing: If the Employer elects Current Year Testing for any Plan Year, the Employer can only elect to change to prior year testing in accordance with the requirements in Notice 98-1 (or superseding guidance). If the Employer amends the Plan to elect prior year testing, the ACP for NHCEs for the prior year will be determined by taking into account only (1) Voluntary Employee Contributions for those NHCEs for the prior year, and (2) Matching Contributions for those NHCEs that were taken into account in the ACP Test (and not the ADP Test) under the current year testing method for the prior year, and (3) QNECs that were allocated to the accounts of those NHCEs for the prior year but that were not used to satisfy the ACP Test or the ADP Test under the current year testing method for the prior year. Thus, if the Employer elects to change to prior year testing, the following contributions made for the prior year will be disregarded: QNECs used to satisfy either the ADP or ACP Test under the current year testing method for the prior testing year, QMACs taken into account in the ADP Test, and all Elective Deferrals. These limitations on double counting do not apply for testing years beginning before January 1, 1999, and if the Plan changes to prior year testing for the first time for the 1998 Plan Year, the ACP for NHCEs will be the same as for the 1997 Plan Year.

1.11BENEFICIARY

The term Beneficiary means the recipient designated by the Participant to receive the Plan benefits payable upon the death of the Participant, or the recipient designated by a Beneficiary to receive any benefits which may be payable in the event of the Beneficiary’s death prior to receiving the entire death benefit to which the Beneficiary is entitled. All such Beneficiary designations will be made in accordance with the following provisions:

(a)Beneficiary Designations By A Participant: Subject to the provisions of Section 5.8 regarding the rights of a Participant’s Spouse, each Participant may designate a Beneficiary on a form supplied by the Administrator, and may change or revoke that designation by filing written notice with the Administrator. If a Participant completes or has completed a Beneficiary designation form in which the Participant designates his or her Spouse as the Beneficiary, and the Participant and the Participant’s Spouse are legally divorced subsequent to the date of such designation, then the designation of such Spouse as a Beneficiary hereunder will be deemed null and void unless the Participant, subsequent to the legal divorce, reaffirms the

9

designation by completing a new Beneficiary designation form. In the absence of a written Beneficiary designation form, the Participant will be deemed to have designated the following Beneficiaries in the following order: (1) the Participant’s Spouse, if then living; (2) the Participant’s issue, per stirpes; and (3) the Participant’s estate.

(b)Beneficiary Designations By A Beneficiary: In the absence of a Beneficiary designation or other directive from the deceased Participant to the contrary, any Beneficiary may name his or her own Beneficiary in accordance with Section 5.2(e) to receive any benefits which may be payable in the event of the Beneficiary’s death prior to the receipt of all the Participant’s death benefits to which the Beneficiary was entitled.

(c)Beneficiaries Considered Contingent Until Death Of Participant: Notwithstanding any provision in this Section, any Beneficiary named hereunder will be considered a contingent Beneficiary until the death of the Participant (or Beneficiary, as the case may be), and until such time will have no rights granted to Beneficiaries under the Plan.

1.12BREAK IN SERVICE

The term Break in Service means a Plan Year during which an Employee does not complete more than 500 Hours of Service. If a Plan Year is less than 12 months, the 500 Hours of Service requirement will be proportionately reduced.

1.13CODE

The term Code means the Internal Revenue Code of 1986, as amended, and the regulations and rulings promulgated thereunder by the Internal Revenue Service.

1.14CODE §3401 COMPENSATION

The term Code §3401 Compensation means wages within the meaning of Code §3401(a) that are actually paid or made available in gross income for the purposes of income tax withholding at the source but determined without regard to any rules under Code §3401 that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code §3401(a)(2)).

1.15CODE §415 COMPENSATION

The term Code §415 Compensation means Earned Income, wages, salaries, fees for professional services and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Employer maintaining the Plan, including, but not limited to, commissions paid salespersons, compensation for services based on a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements, or other expense allowances under a non-accountable plan as described in IRS regulation §1.62-2(c). A Participant’s Code §415 Compensation will be determined subject to the following provisions:

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(a)Amounts Excluded From Code §415 Compensation: Code §415 Compensation does not include (1) Employer contributions to a plan of deferred compensation which are not includible in gross income for the taxable year in which contributed, or Employer contributions to a simplified employee pension plan to the extent such contributions are deductible by the Employee, or any distributions from a plan of deferred compensation; (2) amounts realized from a non-qualified stock option, or when restricted stock or property held by the Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture; (3) amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option; and (4) other amounts which receive special tax benefits, or contributions made by an Employer (whether or not under a salary reduction agreement) towards the purchase of an annuity described in Code §403(b) (whether or not the amounts are excludible from an Employee’s gross income).

(b)Treatment Of Elective Deferrals And Other Amounts; For Limitation Years beginning on or after January 1, 1998, Code §415 Compensation will include any elective deferrals as defined in Code §402(g)(3), and any amounts contributed or deferred at the election of the Employee that were not includible in the gross income by reason of Code §125 or §457. Code §415 Compensation will also include elective amounts that are not includible in the gross income of the Employee by reason of Code §132(f)(4) for Limitation Years beginning on or after January 1, 2001 (or if elected by the Administrator on a non-discriminatory basis, any earlier Limitation Year beginning on or after January 1, 1998).

1.16COMPENSATION

The term Compensation means amounts received by a Participant from the Employer during a Compensation Determination Period, determined subject to the following provisions:

(a)Compensation Used To Determine Elective Deferrals: In determining the amount of a Participant’s Elective Deferrals for a Plan Year, the term Compensation means a Participant’s Form W-2 Compensation actually paid during a Compensation Determination Period, determined subject to the following provisions:

(1)Compensation Determination Period: Under this paragraph (a), the Compensation Determination Period is the Plan Year.

(2)Treatment Of Elective Deferrals: For purposes of this paragraph (a), Employer contribution amounts made pursuant to a salary reduction agreement which are not currently includible in the gross income of an Employee by reason of Code §125, §402(e)(3), §402(h)(1)(B), or §403(b) will be included in determining Compensation. In addition, if elected by the Administrator on a non-discriminatory basis, Compensation will also include elective amounts that are not includible in the gross income of the Employee by reason of Code §132(f)(4), beginning with the Plan Year elected by the

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Administrator but not earlier than the Plan Year beginning on or after January 1, 1998.

(3)Certain Amounts Excluded From Compensation: For purposes of this paragraph (a), any amount which would otherwise be considered Compensation under this paragraph but which is received by a Participant under the following circumstances will not be considered Compensation for purposes of this paragraph: (1) any amount intended as reimbursement for moving expenses; (2) any amount intended as reimbursement for car expenses; and (3) any amount paid after termination of employment which is attributable to severance pay and unused sick days and vacation days.

(4)Amounts Received Prior To Becoming A Participant: All amounts which would be considered Compensation under this paragraph but which are received by an Employee prior to the date the Employee becomes a Participant in the Plan will be considered Compensation for purposes of this paragraph (a). However, the Administrator may elect to limit Compensation under this paragraph to Compensation received during the period during which the cash or deferred arrangement was in effect under the Plan.

(5)Compensation Received While In An Ineligible Class Of Employees: Compensation for purposes of this paragraph (a) will include any amount received while an Employee is a member of an ineligible class of Employees as described in Section 2.1(a)(2).

(b)Compensation Used to Determine Matching Contributions: Matching Contributions are not currently permitted under the terms of the Plan.

(c)Compensation Used To Determine Non-Elective Contributions: In determining the amount of the Employer’s Non-Elective Contribution for any Plan Year, the term Compensation means the Form W-2 Compensation actually paid during a Compensation Determination Period, determined subject to the following provisions:

(1)Compensation Determination Period: Under this paragraph (c), the Compensation Determination Period is the Plan Year.

(2)Treatment Of Elective Deferrals: For purposes of this paragraph (c), Employer contribution amounts made pursuant to a salary reduction agreement, which are not currently includible in the gross income of an Employee by reason of Code §125, §402(e)(3), §402(h)(1)(B), or §403(b) will be included in determining Compensation. In addition, if elected by the Administrator on a non-discriminatory basis, Compensation will also include elective amounts that are not includible in the gross income of the Employee by reason of Code §132(f)(4), beginning with the Plan Year elected by the

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Administrator but not earlier than the Plan Year beginning on or after January 1, 1998.

(3)Certain Amounts Excluded From Compensation: For purposes of this paragraph (c), any amount which would otherwise be considered Compensation under this paragraph but which is received by a Participant under the following circumstances will not be considered Compensation for purposes of this paragraph: (1) any amount intended as reimbursement for moving expenses; (2) any amount intended as reimbursement for car expenses; and (3) any amount paid after termination of employment which is attributable to severance pay and unused sick days and vacation days.

(4)Amounts Received Prior To Becoming A Participant: All amounts, which would be considered Compensation under this paragraph but which are received by an Employee prior to the date the Employee becomes a Participant in the Plan will be considered Compensation for purposes of this paragraph (c).

(5)Compensation Received While In An Ineligible Class Of Employees: Compensation for purposes of this paragraph (c) will include any amount received while an Employee is a member of an ineligible class of Employees as described in Section 2.1(a)(2).

(d)Compensation Used In Determining The ACP Test And ADP Test: In determining the ACP Test, the term Compensation means a Participant’s Form W-2 Compensation. In determining the ADP Test, the term Compensation means a Participant’s Form W-2 Compensation. However, in determining a Participant’s ADP or ACP, the Administrator may elect (1) to include or exclude Elective Deferrals; (2) to include or exclude any items of compensation includible or excludible under Code §414(s) and the regulations thereunder, provided such adjusted definition conforms to the nondiscrimination requirements of those regulations; and/or (3) to limit Compensation taken into account in computing a Participant’s ADP or ACP to Compensation received only for the portion of the Plan Year in which the Participant was a Participant and only for the portion of the Plan Year during which the Plan contained a cash or deferred arrangement. The Plan Administrator’s election as described above must be consistent and uniform with respect to all Participants and all plans of the Employer for any particular Plan Year.

(e)Compensation Used For Top Heavy Purposes: Notwithstanding anything in this Section to the contrary, in determining Top Heavy allocations under Section 3.5, the term Compensation means the Form W-2 Compensation received by an Employee during an entire Compensation Determination Period.

(f)Compensation of Owner-Employees and Shareholder-Employees: For purposes of this Plan, the Compensation of an Owner-Employee or a

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Self-Employed Individual will equal his or her Earned Income up to the dollar limit described in the next paragraph.

(g)Dollar Limitation On Compensation: Notwithstanding anything in this Section to the contrary, a Participant’s Compensation for any Compensation Determination Period will not exceed the limitation set forth in Code §401(a)(17) as in effect for that determination period. If a Compensation Determination Period consists of fewer than 12 months, the Code §401(a)(17) limitation will be multiplied by a fraction, the numerator of which is the number of months in that determination period, and the denominator of which is 12.

(h)Compensation Limitation Election Available To Certain Participants: Except for purposes of determining Top Heavy allocation requirements under Section 3.5 or the Code §415 limitations under Article 6, any Participant who is a Key Employee, an Owner-Employee, a Self-Employed Individual, or a Highly Compensated Employee may elect for any Plan Year, on a form prescribed by the Administrator to limit Compensation for all purposes under this Plan.

1.17DISABILITY

The term Disability means a physical or mental condition arising after an Employee has become a Participant that qualifies the Participant for disability benefits under the Social Security Act in effect on the date the Participant suffers the Disability. Notwithstanding the foregoing, the term Disability for purposes of this Plan will not include any disability arising (1) from chronic or excessive use of intoxicants or other substances; (2) from an intentionally self-inflicted injury or sickness; (3) from an unlawful act or enterprise by the Participant; or (4) from military service if the Participant is eligible to receive a government sponsored military disability pension.

1.18EARLY RETIREMENT AGE

There is no Early Retirement Age under the Plan.

1.19EARNED INCOME

The term Earned Income means net earnings from self-employment in the trade or business with respect to which the Plan is established and for which personal services of the individual are a material income-producing factor. Net earnings (1) will be determined without regard to items not included in gross income and the deductions allocable thereto, and for taxable years beginning after December 31, 1989, with regard to the deduction allowed by Code §164(f); and (2) will be reduced by deductible Employer contributions to a qualified retirement plan for taxable years beginning after December 31, 1989.

1.20ELECTIVE DEFERRAL

The term Elective Deferrals means Employer contributions made to the Plan at the election of the Participant in lieu of cash compensation, and will include contributions made pursuant to a salary reduction agreement or other deferral mechanism, as follows:

(a)Determination Of Amount: In any taxable year, a Participant’s Elective Deferral is the sum of all Employer contributions made on

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behalf of such Participant pursuant to an election to defer under any qualified cash or deferred arrangement under Code §401(k), any simplified employee pension cash or deferred arrangement under Code §402(h)(1)(B), any SIMPLE individual retirement plan under Code §408(p), any eligible deferred compensation plan under Code §457, any plan under Code §501(c)(18), and any Employer contributions made on the behalf of a Participant for the purchase of an annuity contract under Code §403(b) pursuant to a salary reduction agreement. Elective Deferrals will not include any deferrals properly distributed as excess Annual Additions.

(b)Restrictions On Withdrawal: Elective Deferrals (exclusive of earnings thereon) can only be withdrawn upon the earlier of the date (1) a Participant incurs a Termination of Employment; (2) a Participant dies; (3) a Participant suffers a Disability; (4) an event described in Code §401(k)(10) occurs; (5) a Participant receives a hardship distribution if hardship distributions are permitted by the Employer under Section 5.16; and (6) a Participant reaches Age 59½ if on or after such date a pre-retirement in-service withdrawal of Elective Deferrals is permitted by the Employer under Section 5.17.

1.21ELECTIVE DEFERRAL ACCOUNT

The term Elective Deferral Account means the sub-account of a Participant’s Account to which the Participant’s Elective Deferrals are credited.

1.22ELIGIBLE PARTICIPANT

The term Eligible Participant means a Participant eligible in accordance with the following provisions to receive an allocation of any Matching Contributions, Non-Elective Contributions and Forfeitures that are allocable for the Plan Year:

(a)Matching Contributions and Related Forfeitures: Matching Contributions are not currently permitted under the terms of the Plan.

(b)Non-Elective Contributions And Related Forfeitures: Any Participant who is an Employee on the last day of the Plan Year will be an Eligible Participant for that Plan Year for the purpose of receiving an allocation of Non-Elective Contributions (and any Forfeitures attributable thereto that are allocable to Participants under Section 3.4(b)) provided the Participant also completes at least 1,000 Hours of Service during the Plan Year. Any Participant who terminates employment with the Employer before the last day of the Plan Year will only be an Eligible Participant for that Plan Year for the purpose of receiving an allocation of Non-Elective Contributions and any Forfeitures attributable thereto that are allocable to Participants under Section 3.4(b) in accordance with the following provisions:

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(1)Retiring Participants: A Participant who terminates employment with the Employer before the last day of the Plan Year because of retirement on or after Normal Retirement Age will be an Eligible Participant for that Plan Year for receiving an allocation of Non-Elective Contributions if he or she completes at least 501 Hours of Service during that Plan Year and is in an eligible class of Employees as described in
Section 2.1(a)(2).

(2)Deceased Participants: A Participant who terminates employment with the Employer before the last day of the Plan Year because of death will be an Eligible Participant for that Plan Year for receiving an allocation of Non-Elective Contributions if he or she completes at least 1 Hour of Service during that Plan Year and is in an eligible class of Employees as described in Section 2.1(a)(2).

(3)Disabled Participants: A Participant who terminates employment with the Employer before the last day of the Plan Year because of Disability will be an Eligible Participant for that Plan Year for receiving an allocation of Non-Elective Contributions if he or she completes at least 1 Hour of Service during that Plan Year and is in an eligible class of Employees as described in Section 2.1(a)(2).

(4)Terminated Participants: A Participant who terminates employment with the Employer before the last day of the Plan Year for reasons other than retirement, death or Disability will not be an Eligible Participant for that Plan Year for receiving an allocation of Non-Elective Contributions.

1.23EMPLOYEE

The term Employee means (a) any person reported on the payroll records of the Employer as an employee who is deemed by the Employer to be a common law employee; (b) except for determining eligibility to participate in this Plan, any person reported on the payroll records of an Affiliated Employer of the Sponsor or an Adopting Employer as an employee who is deemed by the Affiliated Employer to be a common law employee, even if the Affiliated Employer is not an Adopting Employer; (c) any Self-Employed Individual who derives Earned Income from the Employer; (d) any Owner-Employee; and (e) any person who is considered a Leased Employee but who (1) is not covered by a plan described in Code §414(n)(5), or (2) is covered by a plan described in Code §414(n)(5), but Leased Employees constitute more than 20% of the Employer’s non-highly compensated workforce. However, the term Employee will not include any individual who is not reported on the payroll records of the Employer or an Affiliated Employer as a common law employee. If such person is later determined by the Sponsor or by a court or governmental agency to be or to have been an Employee, he or she will only be eligible for participation prospectively and may participate in the Plan as of the next entry date in Section 2.2 following such determination and after the satisfaction of all other eligibility requirements.

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1.24EMPLOYER

The term Employer means the Sponsor, any Adopting Employer, and any direct predecessor business entity of the Sponsor or an Adopting Employer that was or would have been considered an Affiliated Employer of the Sponsor or an Adopting Employer. Where applicable, such as determining Hours of Service, Periods of Service and Years of Service, the term Employer or Adopting Employer will also mean any business entity that was an Adopting Employer. As to any Employee, the term Employer at the time of reference means the employer of such Employee.

1.25ERISA

The term ERISA means the Employee Retirement Income Security Act of 1974, as amended, and the regulations and rulings promulgated thereunder.

1.26EXCESS AGGREGATE CONTRIBUTIONS

The term Excess Aggregate Contributions means, with respect to any Plan Year, the excess of (1) the aggregate Contribution Percentage Amounts used in computing the numerator of the Contribution Percentage actually made on behalf of Participants who are Highly Compensated Employees for such Plan Year, over (2) the maximum Contribution Percentage Amounts permitted by the ACP Test (determined by hypothetically reducing contributions made on behalf of Participants who are Highly Compensated Employees in order of their Contribution Percentages beginning with the highest of such percentages). Such determination will be made after first determining Excess Elective Deferrals and then determining Excess Contributions. The terms Average Contribution Percentage, Contribution Percentage and Contribution Percentage Amount are defined in Sections 1.10(c), 1.10(d) and 1.10(e).

1.27EXCESS CONTRIBUTIONS

The term Excess Contributions means, with respect to any Plan Year, the excess of the aggregate amount of Employer contributions actually taken into account in computing the ADP of Participants who are Highly Compensated Employees for such Plan Year, over the maximum amount of such contributions permitted by the ADP Test (determined by hypothetically reducing contributions made for Participants who are Highly Compensated Employees in order of their ADPs, beginning with the highest of such percentages).

1.28EXCESS ELECTIVE DEFERRALS

The term Excess Elective Deferrals means Elective Deferrals that are includible in a Participant’s gross income under Code §402(g) to the extent such Participant’s Elective Deferrals for a taxable year exceed the dollar limit under such Code Section.

1.29FIDUCIARY

The term Fiduciary means any individual or entity which exercises any discretionary authority or control over the management of the Plan or over the disposition of the assets of the Plan; renders investment advice for a fee or other compensation (direct or indirect); has any discretionary authority or responsibility over Plan administration; or acts to carry out a fiduciary responsibility, when designated by a named Fiduciary pursuant to authority granted by the Plan; subject, however, to any exception granted directly or

17

indirectly by the provisions of ERISA or any applicable regulations. The Sponsor is the “named Fiduciary” for purposes of ERISA §402(a)(2).

1.30FISCAL YEAR

The term Fiscal Year means the Employer’s accounting year beginning January 1st and ending the following December 31st.

1.31FORFEITURE

The term Forfeiture means the amount by which a Participant’s Account balance exceeds his or Her Vested Interest upon the earlier to occur of (1) the date the Participant receives a distribution of his or her Vested Interest under Article 5; or (2) the date the Participant incurs 5 consecutive Breaks in Service after Termination of Employment. No Forfeitures will occur solely as a result of the withdrawal of a Participant’s own contributions to the Plan or a Participant’s transfer to an Affiliated Employer or Adopting Employer. All Forfeitures will be placed in the Forfeiture Account pending allocation pursuant to Section 3.4.

1.32FORM W-2 COMPENSATION

The term Form W-2 Compensation means wages within the meaning of Code §3401(a) and all other payments of compensation actually paid or made available in gross income to an Employee by the Employer in the course of the Employer’s trade or business for which the Employer is required to furnish the Employee a Form W-2 under Code §6041(d), §6051(a)(3) and §6052. Compensation must be determined without regard to any rules under Code §3401(a) limiting remuneration included in wages based on the nature or location of the employment or services performed (such as the exception for agricultural labor in Code §3401(a)(2)).

1.33HCE

The term HCE means a Highly Compensated Employee.

1.34HIGHLY COMPENSATED EMPLOYEE

The term Highly Compensated Employee means, for Plan Years beginning after December 31, 1996, any Employee who during the Plan Year or during the look-back year was a 5% owner as defined in Code §416(i)(1), or who for the look-back year had Code §415 Compensation in excess of $80,000 as adjusted in accordance with Code §415(d) (except that the base year will be the calendar quarter ending September 30, 1996). In determining who is a highly compensated former Employee, the rules for determining Highly Compensated Employee status as in effect for the Plan Year or look-back year for which the determination is being made (in accordance with temporary regulation 1.414(q)-1T, A-4 and Notice 97-45) will be applied. In determining if an Employee is a Highly Compensated Employee for Plan Years beginning in 1997, the amendments to Code §414(q) are deemed to have been in effect for years beginning in 1996. If the Employer maintains more than one qualified retirement plan, the definition of Highly Compensated Employee must be consistently applied to all such plans.

(a)Determination Of Look-Back Year: The look-back year will be the 12 month period immediately preceding the Plan Year for which the determination is being made.

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(b)Top Paid Group Election: In determining if an Employee is a Highly Compensated Employee based on Code §415 Compensation, the top paid group election set forth in Code §414(q)(3) is not being applied for any Plan Year beginning on or after January 1, 1997.

1.35HOUR OF SERVICE

The term Hour of Service means, with respect to any provision of the Plan in which service is determined by reference to an Employee’s Periods of Service, each hour for which an Employee is paid, or is entitled to payment, by the Employer or an Affiliated Employer for the performance of duties. With respect to any provision of the Plan in which service is determined by reference to an Employee’s Years of Service, the term Hour of Service means the following:

(a)Determination Of Hours: The term Hour of Service means (1) each hour an Employee is paid, or entitled to payment, for the performance of duties for the Employer or an Affiliated Employer, which will be credited to the Employee for the computation period in which the duties are performed; (2) each hour for which an Employee is paid, or entitled to payment, by the Employer or an Affiliated Employer on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence, except that no more than 501 hours will be credited under this clause (2) for any single continuous period (whether or not such period occurs in a single computation period); and (3) each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by the Employer or an Affiliated Employer, except that the same hours will not be credited both under clause (1) or clause (2) and under this clause (3), and these hours will be credited for the computation period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement or payment is made. Hours of Service will be calculated and credited pursuant to DOL regulation 2530.200b-2(b) and (c), which are incorporated herein by reference.

(b)Maternity Or Paternity Leave: In determining if a Break in Service for participation and vesting has occurred in a computation period, an individual on Maternity or Paternity Leave will receive credit for up to 501 Hours of Service which would otherwise have been credited but for such absence, or in any case in which such Hours of Service cannot be determined, 8 Hours of Service per day of such absence. Hours of Service credited for Maternity or Paternity Leave will be credited in the computation period in which the absence begins if the crediting is necessary to prevent a Break in Service in that period, or in all other cases, in the following computation period.

(c)Use Of Equivalencies: Notwithstanding paragraph (a), the Administrator may elect for all Employees or for one or more different classifications of Employees (provided such classifications are reasonable and are consistently applied) to apply one or more of the following equivalency methods in determining the Hours of

19

Service of an Employee paid on an hourly or salaried basis. Under such equivalency methods, an Employee will be credited with either (1) 190 Hours of Service for each month in which he or she is paid or entitled to payment for at least one Hour of Service; or (2) 95 Hours of Service for each semi-monthly period in which he or she is paid or entitled to payment for at least one Hour of Service; or (3) 45 Hours of Service for each week in which he or she is paid or entitled to payment for at least one Hour of Service; or (4) 10 Hours of Service for each day in which he or she is paid or entitled to payment for at least one Hour of Service.

1.36KEY EMPLOYEE

The term Key Employee means any Employee, Former Employee, deceased Employee, or Beneficiary who at any time during the Plan Year containing the Determination Date for the Plan Year in question or any of the prior 4 Plan Years was one of the following:

(a)Officers: An officer of the Employer whose Code §415 Compensation exceeds 50% of the amount in effect under Code §415(b)(1)(A), except that no more than fifty Employees (or, if lesser, the greater of three or 10% of the Employees) will be treated as officers.

(b)Owners: An owner (or was considered an owner under Code §318) of one of the ten largest interests in the Employer whose Code §415 Compensation exceeds 100% of the dollar limitation in effect under Code §415(c)(1)(A), but if two Employees own the same interest in the Employer, the Employee with the greater annual Code §415 Compensation will be treated as owning a larger interest; or a 5% owner of the Employer as defined in
Code §416(i)(1)(B)(i); or a 1% owner of the Employer as defined in Code §416(i)(1)(B)(ii) whose annual Code §415 Compensation is more than $150,000.

1.37LEASED EMPLOYEE

The term Leased Employee means, for Plan Years beginning on or after January 1, 1997, any person within the meaning of Code §414(n)(2) and §414(o) who is not reported on the payroll records of the Employer as a common law employee and who provides services to the Employer if (a) the services are provided under an agreement between the Employer and a leasing organization; (b) the person has performed services for the Employer or for the Employer and related persons as determined under Code §414(n)(6) on a substantially full time basis for a period of at least one year; and (c) the services are performed under the primary direction and control of the Employer. Contributions or benefits provided to a Leased Employee by the leasing organization attributable to services performed for the Employer will be treated as provided by the Employer. A Leased Employee will not be considered an Employee of the recipient if he is covered by a money purchase plan providing (a) a non-integrated Employer contribution rate of at least 10% of Code §415 Compensation, including amounts contributed by the Employer pursuant to a salary reduction agreement which are excludible from the Leased Employee’s gross income under a cafeteria plan covered by Code §125, a cash or deferred plan under Code §401(k), a SEP under Code §408(k) or a tax-deferred annuity under Code §403(b), and also including, for Plan Years beginning on or after

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January 1, 2001, any elective amounts that are not includible in the gross income of the Leased Employee because of Code §132(f)(4); (b) immediate participation; and (c) full and immediate vesting. This exclusion is only available if Leased Employees do not constitute more than 20% of the recipient’s non-highly compensated work force.

1.38LIMITATION YEAR

The term Limitation Year means the Plan Year.

1.39MATCHING CONTRIBUTION

The term Matching Contribution means an Employer contribution made to this or any other defined contribution plan on behalf of a Participant on account of Voluntary Employee Contributions made by such Participant, or on account of a Participant’s Elective Deferral, under a Plan maintained by the Employer.

1.40MATCHlNG CONTRIBUTION ACCOUNT

The term Matching Contribution Account means the sub-account of a Participant’s Account to which Matching Contributions are credited.

1.41MATERNITY OR PATERNITY LEAVE

The term Maternity or Paternity Leave means that an Employee is absent from work because of the Employee’s pregnancy; because of the birth of the Employee’s child; because of the placement of a child with the Employee in connection with the adoption of such child by the Employee; or because of the need to care for such child for a period beginning immediately following the child’s birth or placement as set forth above.

1.42NHCE

The term NHCE means a Non-Highly Compensated Employee.

1.43NON-ELECTIVE CONTRIBUTIONS

The term Non-Elective Contribution means an Employer contribution other than a Matching Contributions or a QMAC that the Participant may not elect to receive in cash until such contributions are distributed from the Plan.

1.44NON-ELECTIVE CONTRIBUTION ACCOUNT

The term Non-Elective Contribution Account means the sub-account of a Participant’s Account to which Non-Elective Contributions are credited.

1.45NON-HIGHLY COMPENSATED EMPLOYEE

The term Non-Highly Compensated Employee means any Employee who is not a Highly Compensated Employee.

1.46NON-KEY EMPLOYEE

The term Non-Key Employee means any Employee who is not a Key Employee.

1.47NORMAL RETIREMENT AGE

The term Normal Retirement Age means the later of the date a Participant reaches Age 65 or the date the Participant completes at least five Years of Service. There is no mandatory retirement age.

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1.48NORMAL RETIREMENT DATE

The term Normal Retirement Date means the date a Participant reaches Normal Retirement Age.

1.49OWNER-EMPLOYEE

The term Owner-Employee means (1) in the case of an Employer or Affiliated Employer which is an unincorporated trade or business, an individual who owns the entire interest in such Employer or Affiliated Employer; and (2) in the case of an Employer or Affiliated Employer which is a partnership, an individual who owns more than 10% of either the capital interest or the profit interest in such Employer or Affiliated Employer.

1.50PARTICIPANT

The term Participant means any Employee who has met the eligibility and participation requirements of the Plan. However, an individual who is no longer an Employee will not be deemed a Participant if his or her entire Plan benefit (a) is fully guaranteed by an insurance company and is legally enforceable at the sole choice of such individual against such insurance company, provided that a contract, Policy, or certificate describing the benefits to which such individual is entitled under the Plan has been issued to such individual; or (b) is paid in a lump sum distribution which represents such individual’s entire interest in the Plan; or (c) is paid in some other form of distribution and the final payment thereunder has been made.

1.51PARTICIPANT’S ACCOUNT

The term Participant’s Account means the account to which is credited a Participant’s share of Employer contributions, Forfeitures (if any) that are allocated under Section 3.4, investment earnings or losses allocated under Section 3.3, and the proceeds of insurance Policies (if any) that are purchased on a Participant’s life under Section 7.13. Each Participant’s Account will be divided into the following Employer contribution sub-accounts for accounting purposes: the Elective Deferral Account, and if applicable, the Matching Contribution Account, the Qualified Matching Contribution Account, the Non-Elective Contribution Account, the Qualified Non-Elective Contribution Account, the Safe Harbor Contribution Account, and any other sub-accounts as the Administrator may determine necessary from time to time.

1.52PERMISSIVE AGGREGATION GROUP

The term Permissive Aggregation Group means a Required Aggregation Group plus any Employer plan(s) which when considered as a group with the Required Aggregation Group would continue to satisfy Code §401(a)(4) and $410.

1.53PLAN

The term Plan means this plan and trust agreement, which is named the Premier Commercial Bank, N.A. Employees’ Retirement Plan and Trust.

1.54PLAN YEAR

The term Plan Year means the Plan’s accounting year beginning January 1st and ending the following December 31st.

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1.55POLICY

The term Policy means a life insurance policy or annuity contract purchased pursuant to the provisions of Section 7.13 of the Plan.

1.56QMAC

The term QMAC means a Qualified Matching Contribution.

1.57QNEC

The term QNEC means a Qualified Non-Elective Contribution.

1.58QUALIFIED JOINT AND SURVIVOR ANNUITY

The term Qualified Joint and Survivor Annuity means an immediate annuity for the life of the Participant with a survivor benefit for the life of the Participant’s Spouse that is not less than 50% or more than 100% of the annuity payable during the joint lives of the Participant and his or her Spouse and is the benefit that can be purchased with the Participant’s Vested Aggregate Account. The survivor benefit will be 50% unless a higher percentage is elected by the Participant.

1.59QUALIFIED MATCHING CONTRIBUTION

The term Qualified Matching Contribution means a Matching Contribution that (a) is used for the purpose of satisfying the ADP Test or the ACP Test; (b) a Participant may not elect to receive in cash until distributed from the Plan; and (c) is subject to the distribution and nonforfeitability requirements of Code §401(k) when made to the Plan.

1.60QUALIFIED NON-ELECTIVE CONTRIBUTION

The term Qualified Non-Elective Contribution means a contribution (other than a Matching Contribution or a Qualified Matching Contribution) that is made by the Employer that (a) is used for the purpose of satisfying the ADP Test or the ACP Test; (b) a Participant may not elect to receive in cash until distributed from the Plan; and (c) is subject to the distribution and nonforfeitability requirements of Code §401(k) when made to the Plan. Qualified Non-Elective Contributions may be considered in determining the Top Heavy Minimum Contribution under Section 3.5. For any Plan Year in which the Employer elects Current Year Testing under Sections 1.2 and/or 1.10, in lieu of distributing Excess Contributions under Section 5.19 or Excess Aggregate Contributions under Section 5.20, the Employer may make a Qualified Non-Elective Contribution on behalf of Participants in an amount sufficient to satisfy the ADP Test and/or the ACP Test, to the extent permitted in Sections 1.2 and 1.10.

1.61QUALIFIED PRERETIREMENT SURVIVOR ANNUITY

The term Qualified Preretirement Survivor Annuity means a survivor annuity for the life of a deceased Participant’s surviving Spouse that is equal to the amount of benefit that can be purchased by 50% of the deceased Participant’s Vested Aggregate Account balance determined at the date of death. In determining a Participant’s Vested Aggregate Account balance for purposes of this Section, any security interest held by the Plan because of a loan outstanding to the Participant will be taken into consideration.

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1.62REQUIRED AGGREGATION GROUP

The term Required Aggregation Group means (a) each qualified deferred compensation Plan of the Employer in which at least one Key Employee participates or participated at any time during the determination period (regardless of whether the plan has terminated), and (b) any other qualified deferred compensation plan of the Employer which enables a plan described in (a) to meet the requirements of Code §401(a)(4) or §410.

1.63REQUIRED BEGINNING DATE

The term Required Beginning Date means, for Plan Years beginning on or after January 1, 1997, for a Participant who is not a 5% owner, April 1st of the calendar year following the later of the calendar year in which the Participant reaches Age 70½ or the calendar year in which the Participant actually retires. For a Participant who is a 5% owner, the term Required Beginning Date means April 1st of the calendar year following the calendar year in which the Participant reaches Age 70½. A Participant will be treated as a 5% owner if he or she is a 5% owner as defined in Code §416 at any time during the Plan Year ending with or within the calendar year in which such Participant reaches Age 70½. Once distributions have begun to a 5% owner, they must continue even if the Participant ceases to be a 5% owner in a subsequent year. Notwithstanding the foregoing to the contrary, however, a Participant may have a later Required Beginning Date determined as follows:

(a)Elimination Of Pre-Retirement Age 70½ Distribution Option: The pre-retirement Age 70½ distribution option will only be eliminated for Employees who reach Age 70½ in or after a calendar year that begins after the later of December 31, 1998, or the adoption date of this amended Plan. The pre-retirement Age 70½ distribution option is an optional form of benefit under which benefits payable in a particular distribution form (including any modifications that may be elected after benefit commencement) begin at a time during the period that begins on or after January 1st of the calendar year in which an Employee reaches Age 70½ and ends April 1 of the immediately following calendar year.

(b)Election To Defer: If the Administrator offered an election to defer distributions, a Participant who is not a 5% owner who reaches Age 70½ in years after 1995 and who made the election by April 1st of the calendar year following the year in which he or she reached Age 70½ (or by December 31, 1997 in the case of a Participant who reached Age 70½ in 1996) may defer distribution until the calendar year following the calendar year in which his or her retirement occurs. If the Administrator does not offer such an election, or if the election is offered but not made, the Participant will begin receiving distributions by April 1st of the calendar year following the year in which he or she reaches age 70½ (or by December 31, 1997 in the case of a Participant who reached Age 70½ in 1996).

(c)Election To Suspend: If the Administrator offered an election to suspend distributions, a Participant who is not a 5% owner who reaches Age 70½ prior to 1997 and who made the election may stop distributions and recommence by April 1st of the calendar year

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following the year in which the Participant actually retires. In such an event, the Administrator may, on a uniform non-discriminatory basis, elect that a new Annuity Starting Date will begin upon the distribution recommencement date.

1.64ROLLOVER ACCOUNT

The term Rollover Account means the account to which a Participant’s Rollover Contributions (if permitted under
Section 3.4) are allocated. A Participant will at all times have a 100% Vested Interest in all amounts credited to his or her Rollover Account.

1.65ROLLOVER CONTRIBUTION

The term Rollover Contribution means an amount transferred to this Plan (a) in a trustee to trustee transfer from another qualified plan; (b) from another qualified plan as a distribution eligible for tax free rollover treatment and which is transferred by the Participant to this Plan within 60 days following his receipt thereof; (c) from a conduit individual retirement account if the only assets therein were previously distributed to the Participant by another qualified plan as a distribution eligible for a tax free rollover within 60 days of receipt thereof and earnings on the assets; or (d) from a conduit individual retirement account meeting the requirements of (a) and transferred to this Plan within 60 days of receipt thereof. Any amount that is transferred to this Plan under clause (b) above from another qualified retirement plan which at the time of transfer was not subject to the Qualified Joint and Survivor Annuity and Qualified Pre-retirement Survivor Annuity requirements of Code §401(a)(11), or which is transferred to this Plan under clauses (c) or (d) above from a conduit individual retirement account, will not at any time be subject to the spousal consent requirements as set forth in Section 5.8.

1.66SAFE HARBOR CONTRIBUTION ACCOUNT

The term Safe Harbor Contribution Account means the sub-account of a Participant’s Account to which is credited any Employer “safe harbor” contributions that are made to the Plan pursuant to the provisions of Section 3.6.

1.67SELF-EMPLOYED INDIVIDUAL

The term Self-Employed Individual means anyone who owns an interest (other than stock) in the Employer and has Earned Income for the Plan Year or who would have had Earned Income but for the fact the Employer had no net profits for the Plan Year.

1.68SHAREHOLDER-EMPLOYEE

The term Shareholder-Employee means, in the case of an Employer or Affiliated Employer which is an electing small business corporation, an individual who is an employee or officer of such electing small business corporation and owns, or is considered as owning within the meaning of Code §318(a)(1), on any day during the taxable year of such corporation, more than 5% of the outstanding stock of the corporation.

1.69SPONSOR

The term Sponsor means the Premier Commercial Bank, N.A. (and any successor thereto that elects to assume sponsorship of this Plan).

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1.70SPOUSE

The term Spouse means the person to whom a Participant is legally married.

1.71TERMINATION OF EMPLOYMENT

The term Termination of Employment means that a Participant has ceased to be an Employee for reasons other than retirement, death, or Disability.

1.72TERMINATED PARTICIPANT

The term Terminated Participant means a Participant who has ceased to be an Employee for reasons other than retirement, death or Disability.

1.73TOP HEAVY

The term Top Heavy means for any Plan Year beginning after December 31, 1983 (a) that the Top Heavy Ratio exceeds 60% and the Plan is not part of a Required Aggregation Group or Permissive Aggregation Group; or (b) that the Plan is a part of a Required Aggregation Group but not a Permissive Aggregation Group and the Top Heavy Ratio for the group exceeds 60%; or (c) that the Plan is a part of a Required Aggregation Group and a Permissive Aggregation Group and the Top Heavy Ratio for the Permissive Aggregation Group exceeds 60%.

1.74TOP HEAVY MINIMUM ALLOCATION

The term Top Heavy Minimum Allocation means an amount of Employer contributions and Forfeitures equal to 3% of an Employee’s Compensation (or such higher or lesser percentage of Compensation as may otherwise be indicated in Section 3.5).

1.75TOP HEAVY RATIO

In determining if this Plan is Top Heavy or Super Top Heavy, the Top Heavy Ratio will be determined in accordance with the following provisions:

(a)Rule 1: If the Employer maintains one or more defined contribution plans (including any simplified employee pension plans) and has not maintained any defined benefit plan which during the 5-year period ending on the Determination Date had accrued benefits, the Top Heavy Ratio for this Plan alone or for the Required or Permissive Aggregation Group is a fraction, the numerator of which is the sum of the account balances of all Key Employees as of the Determination Date (including any part of any account balance distributed during the 5-year period ending on the Determination Date), and the denominator of which is the sum of the account balances (including any part of any account balance distributed during the 5-year period ending on the Determination Date) determined under Code §416 and the regulations thereunder. Both the numerator and the denominator of the Top Heavy Ratio will be increased to reflect any contribution that are not actually made as of the Determination Date but that are required to be taken into account under Code §416 and the regulations thereunder.

(b)Rule 2: If the Employer maintains one or more defined contribution plans (including a simplified employee pension plan) and maintains or has maintained one or more defined benefit plans which during

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the 5-year period ending on the Determination Date has had any accrued benefits, the Top Heavy Ratio for any Required or Permissive Aggregation Group is a fraction, the numerator of which is the sum of account balances under the aggregated defined contribution plans for all Key Employees determined in accordance with paragraph (a) above, and the present value of accrued benefits under the aggregated defined benefit plans for all Key Employees as of the Determination Date, and the denominator of which is the sum of the account balances under the aggregated defined contribution plans for all Participants, determined in accordance with paragraph (a), and the present value of accrued benefits under the aggregated defined benefit plans for all Participants as of the Determination Date, all determined under Code §416 and the regulations thereunder. The accrued benefits under a defined benefit plan in both the numerator and denominator of the Top Heavy Ratio are increased for any distribution made in the 5-year period ending on the Determination Date.

(c)Rule 3: For purposes of paragraphs (a) and (b), the value of account balances and the present value of accrued benefits will be determined as of the most recent Valuation Date that falls within or ends with the 12-month period ending on the Determination Date, except as provided in Code §416 and the regulations thereunder for the first and second Plan Years of a defined benefit plan. The account balances and accrued benefits will be disregarded for a Participant who (1) is not a Key Employee but who was a Key Employee in a prior year or (2) has not been credited with at least 1 Hour of Service with any Employer maintaining the Plan at any time during the 5-year period ending on the Determination Date. The calculation of the Top Heavy Ratio and the extent to which distributions, rollovers, and transfers are taken into account will be made in accordance with Code §416 and the regulations thereunder. When aggregating plans, the value of accounts and accrued benefits will be calculated with reference to the Determination Date that falls within the same calendar year. The accrued benefit of a Participant other than a Key Employee will be determined under (1) the method, if any, that uniformly applies for accrual purposes under all defined benefit plans maintained by the Employer, or (2) effective as of the first Plan Year beginning after December 31, 1986, if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional rule of Code §411(b)(1)(C). Deductible employee contributions will not be taken into account in determining the Top Heavy Ratio.

(d)Definition Of Determination Date: In determining the Top Heavy Ratio, the term Determination Date means the last day of the preceding Plan Year except for the first Plan Year when the Determination Date means the last day of such first Plan Year.

1.76TRUSTEE

The term Trustee means the person(s) or entity named as trustee or trustees in this Plan, or in any superceding trust under Section 7.16, and any successor to such Trustee or Trustees.

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1.77TRUST FUND

The term Trust Fund or Trust means the assets of the Plan.

1.78VALUATION DATE

Except as otherwise provided in paragraph (c) of the definition of Top Heavy Ratio, the term Valuation Date means the date on which the Trustee determines the value of the Trust Fund. The Trust Fund must be valued at least annually as of the last day of the Plan Year, but the Administrator can elect to have all or any portion of the assets of the Trust Fund valued more frequently, including, but not limited to, semi-annually, quarterly, monthly, or daily.

1.79VESTED AGGREGATE ACCOUNT

The term Vested Aggregate Account means the aggregate amount in a Participant’s Account, Rollover Account (if any), Voluntary Employee Contribution Account (if any), and any other accounts as the Administrator may determine necessary from time to time, in which the Participant has a Vested Interest.

1.80VESTED, VESTED INTEREST or VESTING

The terms Vested, Vested Interest, and Vesting mean a Participant’s nonforfeitable percentage in an account maintained on his or her behalf under the terms of the Plan. A Participant’s Vested Interest in his or her Participant’s Account will be determined under the provisions of Section 4.6.

1.81VOLUNTARY EMPLOYEE CONTRIBUTION

The term Voluntary Employee Contribution means a non-deductible contribution made to the Plan by a Participant.

1.82VOLUNTARY EMPLOYEE CONTRIBUTION ACCOUNT

The term Voluntary Employee Contribution Account means the account to which a Participant’s Voluntary Employee Contributions are allocated. A Participant will at all times have a 100% Vested Interest in all amounts credited to his or her Voluntary Employee Contribution Account.

1.83YEAR OF SERVICE

The term Year of Service means a 12-consecutive month computation period during which an Employee (or Participant) completes a specified number of Hours of Service for either the Employer or an Affiliated Employer (or any business entity which was an Adopting Employer), determined in accordance with the following provisions:

(a)Employment Commencement Date: As used in this Section, the term Employment Commencement Date means the first day on which an Employee performs an Hour of Service for the Employer or an Affiliated Employer; and the term Reemployment Commencement Date means the first day following a Break in Service on which an Employee performs an Hour of Service for the Employer or an Affiliated Employer.

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(b)Year Of Service For Eligibility: In any Plan Year in which the eligibility requirements under Section 2.1 are based on Years of Service, (1) a Year of Service is a l2-consecutive month period during which an Employee is credited with at least 1,000 Hours of Service; and (2) an Employee’s initial eligibility computation period will begin on the date he or she is first credited with an Hour of Service (the Employment Commencement Date). The second eligibility computation period will begin on the first day of the Plan Year that begins prior to the first anniversary of the Employee’s Employment Commencement Date regardless of whether the Employee is credited with at least 1,000 Hours of Service during the initial computation period. If the Employee is credited with at least 1,000 Hours of Service in both the initial eligibility computation period and in the second eligibility computation period, the Employee will be credited with two Years of Service for eligibility purposes. If any such Plan Year is less than 12 months, the 1,000 Hours of Service requirement set forth herein will be proportionately reduced.

(c)Year Of Service For Vesting: In any Plan Year in which a Participant’s Vested Interest under Section 4.6 is based on Years of Service, (1) a Year of Service is a 12-consecutive month period during which an Employee is credited with at least 1,000 Hours of Service; and (2) the Vesting computation period will be the Plan Year. If any such Plan Year is less than 12 consecutive months and the Hours of Service requirement set forth herein is greater than one, such requirement will be proportionately reduced.

(d)Prior Service Credit: An Employee will not receive credit for Years of Service with any other entity for any purpose under the terms of this Plan except as otherwise set forth herein with respect to an Affiliated Employer or an Adopting Employer.

(e)Reemployment Before A Break In Service: If an Employee terminates employment but is re-employed by the Employer before incurring a Break in Service, his or her Years of Service and his or her employment will not be deemed to have been interrupted during such Plan Year and, if he or she was a Participant in the Plan (or otherwise satisfied the requirements for participation specified in Section 2.1), such Employee will remain (or become) a Participant immediately upon his or her re-employment by the Employer. If an Employee was not a Participant in the Plan but otherwise satisfied the requirements for participation specified in the Plan, he or she will become a Participant on the later of the date the Employee would have entered the Plan had he or she not terminated employment with the Employer, or upon the Employee’s Reemployment Commencement Date.

(f)Reemployment After A Break In Service: If an Employee terminates employment and is re-employed by the Employer or an Affiliated Employer after incurring a Break in Service, Years of Service completed prior to the Break in Service will be counted, subject to the following provisions:

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(1)Years Of Service For Eligibility: For eligibility purposes, if such Employee did not have a Vested Interest in his or her Participant’s Account before the Break in Service and the number of the Employee’s consecutive Breaks in Service equals or exceeds the greater of five or the aggregate number of Years of Service, Years of Service that were completed prior to the Break in Service will not be counted. The aggregate number of Years of Service will not include any Years of Service previously disregarded hereunder by reason of prior Breaks in Service. If such former Employee’s Years of Service are disregarded under this paragraph, he or she will be treated as a new Employee for eligibility purposes.

(2)Years Of Service For Purposes Other Than Eligibility: For all purposes other than eligibility, if the Employee has incurred 5 consecutive Breaks in Service, Years of Service completed prior to such 5 consecutive Breaks in Service will not be counted if the Employee did not have a Vested Interest in his or her Participant’s Account and the number of consecutive Breaks in Service equals or exceeds the aggregate number of Years of Service before such period.

(3)Entry Or Reentry Into The Plan: If such Employee was a Participant before incurring the Break in Service, such Employee will be reinstated as a Participant upon his or her Reemployment Commencement Date. If the Employee was not a Participant before incurring the Break in Service but (A) had satisfied the eligibility requirements set forth in Section 2.1, such Employee will enter the Plan as a Participant on the later of his or her Reemployment Commencement Date or the date the Employee would have entered the Plan had he or she not terminated employment with the Employer; or (B) had not satisfied the eligibility requirements set forth in Section 2.1, such Employee will be eligible to enter the Plan as a Participant after satisfaction of any such eligibility requirements, in which event the Employee will enter the Plan as a Participant on the applicable entry date set forth in Section 2.2. In all events, the Employee will receive credit for all Years of Service that were completed prior to the Break in Service.

(4)Re-Entry For Purposes Of Making Deferrals: Notwithstanding the preceding subparagraph, such Employee, solely for the purpose of making Elective Deferrals, will re-enter the Plan immediately upon re-employment.

(g)Ignoring Service For Eligibility If More Than One Year Is Required: If this Plan at any time provides in Section 2.1 that an Employee must complete more than either one Year of Service or 12 months of service for eligibility purposes and provides in Section 4.6 that an Employee will have a 100% Vested Participant’s Account upon entering the Plan as a Participant, then the Years of Service of an Employee who incurs a Break in Service before satisfying such eligibility requirement will not be counted for eligibility purposes.

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ARTICLE 2

PLAN PARTICIPATION

2.1ELIGIBILITY REQUIREMENTS

Any Employee who is in an eligible class of Employees as described in paragraphs (a), (b) and (c) below, and who for purposes of this Article 2 is hereafter referred to as an Eligible Employee, will become eligible to enter the Plan as a Participant on the applicable entry date described in Section 2.2 in accordance with the following provisions:

(a)Eligibility For Elective Deferrals: The eligibility requirements for the purpose of making Elective Deferrals to the Plan are as follows:

(1)General Eligibility Requirements: For the purpose of making Elective Deferrals only, an Eligible Employee described in subparagraph (2) will enter the Plan as a Participant on the applicable entry date in Section 2.2 upon reaching Age 21 and completing 1 Year of Service. An Employee will be deemed to have completed a Year of Service on the last day of the applicable eligibility computation period during which the Employee is credited with 1,000 Hours of Service.

(2)Eligible Classes Of Employees: For the purpose of making Elective Deferrals, all Employees are eligible to participate in the Plan upon satisfying the eligibility requirements in subparagraph (1) except for the following ineligible classes of Employees: (1) Employees whose employment is governed by the terms of a collective bargaining agreement between Employee representatives and the Employer in which retirement benefits were the subject of good faith bargaining, unless such agreement expressly provides for the inclusion of such Employees as Participants in the Plan; and (2) Employees who are non-resident aliens who do not receive any earned income from the Employer which constitutes income from sources within the United States.

(b)Eligibility For Matching Contributions: Matching Contributions are not currently permitted under the terms of the Plan.

(c)Eligibility For Non-Elective Contributions: The eligibility requirements for the purpose of receiving an allocation of Non-Elective Contributions are the same eligibility requirements in paragraph (a) above for the purpose of making Elective Deferrals.

(d)Participation By Employees Whose Status Changes: If an Employee who is not an Eligible Employee under paragraphs (a), (b) or (c) above becomes an Eligible Employee thereunder, such Employee will participate in the Plan immediately solely for the purpose set forth therein if he or she satisfies the eligibility requirements set forth in such paragraph and would have previously become a Participant for the purpose set forth in such paragraph had he or she been an Eligible Employee under such paragraph. The participation of a Participant who becomes a member of an ineligible class will be suspended, and

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such Participant will be entitled to an allocation of Employer contributions and Forfeitures for the Plan Year only to the extent of Hours of Service completed while an Eligible Employee. Upon returning to an eligible class of Employees, a suspended Participant will immediately participate again in the Plan. The Vested Interest of an Employee who ceases to be an Eligible Employee will continue to increase in accordance with Section 4.6.

(e)Participation By Former Participants: A Participant who terminates employment with the Employer for any reason but who is reemployed as an Eligible Employee will again become a Participant in the Plan as provided in the definition of Year of Service.

2.2ENTRY DATE

An Eligible Employee who has satisfied the eligibility requirements set forth in Section 2.1 will enter the Plan as a Participant in accordance with the following provisions:

(a)Entry Date For Elective Deferrals: In order to make Elective Deferrals, an Eligible Employee described in Section 2.1(a)(2) who satisfies the eligibility requirements in Section 2.1(a)(1) will enter the Plan as a Participant on the January 1st, April 1st, July 1st or October 1st that coincides with or next follows the date on which the Employee first satisfies such eligibility requirements.

(b)Entry Date For Matching Contributions: Matching Contributions are not currently permitted under the terms of this Plan

(c)Entry Date For Non-Elective Contributions: For the purpose of receiving an allocation of Non-Elective Contributions, an Eligible Employee who satisfies the eligibility requirements set forth in Section 2.1(c) will enter the Plan as a Participant on the applicable entry date set forth in paragraph (a) above.

2.3WAIVER OF PARTICIPATION

Employees who have satisfied the eligibility requirements set forth in Section 2.1 are not permitted to waive participation in the Plan.

2.4PARTICIPATION UPON REEMPLOYMENT

If an Employee terminates employment and is re-employed by the Employer or an Affiliated Employer, his or her Years of Service for purposes of eligibility (as well as the time such Employee enters or re-enters the Plan as a Participant) will be determined in accordance with the rules described in the definition of Years of Service.

2.5EXCLUSION OF ELIGIBLE EMPLOYEE

If any Employee who should have been included as a Participant is erroneously excluded from the Plan in any Plan Year and discovery of such omission is not made until after a contribution for that Plan Year has been allocated, the Employer will correct the omission so that the omitted Employee receives the same amount which the Employee would have received had he or she not been omitted. Such omission can be corrected by one or more of the following methods: (a) by making an additional

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contribution to the Plan on behalf of the omitted Employee; (b) by allocating any available Forfeitures on behalf of the omitted Employee; and/or (c) by any other method of correction permitted under Revenue Procedure 2000-16 or any subsequent Revenue Procedure or guidance issued by the Internal Revenue Service.

2.6INCLUSION OF INELIGIBLE EMPLOYEE

If any person who should not have been included as a Participant is erroneously included in any Plan Year and discovery of that incorrect inclusion is not made until after a contribution for that Plan Year has been allocated, and such ineligible Employee has not received a distribution of the amount erroneously allocated to him or her, then the amount erroneously contributed with respect to the ineligible Employee cannot be refunded to the Employer and will be applied as a Forfeiture (other than Elective Deferrals, which will be distributed to the ineligible Employee) for the Plan Year in which the error is discovered.

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ARTICLE 3

CONTRIBUTIONS AND ALLOCATIONS

3.1EMPLOYER CONTRIBUTIONS

Each Plan Year the Employer will make a contribution to the Plan, the amount of which will be determined in accordance with the following provisions:

(a)Elective Deferrals: Effective January 1, 2002, each Participant may enter into a Salary Deferral Agreement authorizing the Employer to withhold a percentage of the Participant’s Compensation as an Elective Deferral. The amount of each Participant’s Elective Deferral for any Plan Year will be determined in accordance with the following provisions, subject to any limitations thereon that may be imposed by the Administrator:

(1)Deferral Percentage: For each contribution period, a Participant may elect that up to 100% of his or her Compensation received during the contribution period be withheld as an Elective Deferral. Elective Deferrals may be made in whole percentages of Compensation or in specific dollar amounts as designated by the Participant. The Administrator will have the right to direct that such percentages of Compensation be rounded to the next highest or lowest dollar. Furthermore, on a uniform nondiscriminatory basis, the Administrator may permit a Participant to identify separate components of the Participant’s Compensation (such as base salary, bonuses, etc.) and to specify that a different percentage (or dollar amount) apply to each such component.

(2)Annual Dollar Limitation: The actual dollar amount withheld during the course of a Plan Year under subparagraph (1) cannot exceed the lesser of (A) the maximum dollar amount permitted for that Plan Year under Code §402(g)(5), or (B) the maximum amount permitted for that Plan Year under subparagraph (1).

(3)Deferral Election With Respect To Bonuses And Severance: On a uniform nondiscriminatory basis, and subject to the limits set forth in subparagraph (2) above, the Administrator may permit a Participant to make an election to defer up to 100% of (A) Compensation received as a bonus that is paid after the end of the Plan Year for which the bonus is payable, but which is not paid more than two and one-half months after the last day of the Plan Year; and (B) Compensation received as severance pay provided such Compensation is received in a single lump sum payment. Severance pay that is received in the form of installment payments is not eligible for Elective Deferrals under this Plan.

(4)Salary Reduction Agreement: In accordance with such procedures as may be specified by the Administrator, each Participant will complete a Salary Deferral Agreement on a

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form made available by, and filed with, the Administrator. A Participant may, in accordance with those procedures, (A) amend the agreement to increase or decrease the percentage being withheld; and (B) suspend or cancel the agreement. If a Participant cancels or suspends the agreement, the Participant will not be permitted to put a new agreement into effect until such time as set forth in the procedures established by the Administrator. If necessary to insure that the Plan satisfies the ADP Test, the Administrator may also amend or terminate a Participant’s agreement on written notice to the Participant.

(5)Participant Election To Defer Up To 100% Of Compensation: On a uniform nondiscriminatory basis, the Administrator may permit a Participant whose Salary Deferral Agreement has not authorized the Employer to withhold at the maximum rate permitted under subparagraph (1) to increase the total amount withheld for a Plan Year to the maximum rate permitted under subparagraph (1), in which event the Participant may authorize the Employer to withhold a supplemental amount up to 100% of his or her eligible Compensation for one or more pay periods. In no event can the sum of the amount withheld under the Salary Deferral Agreement plus the supplemental withholding exceed the lesser of (A) the maximum amount permitted under subparagraph (1) above; or (B) the maximum dollar amount permitted for that Plan Year under Code §402(g)(5); or (C) 25% of the Participant’s Code §415 Compensation for that Plan Year.

(6)Elective Deferrals Must Satisfy ADP Test: All Elective Deferrals made for a Plan Year must satisfy the ADP Test. Elective Deferrals that exceed the Code §402(g)(5) dollar limitation will be deemed Excess Elective Deferrals and will be returned under Section 5.18. Elective Deferrals that do not satisfy the ADP Test will be deemed Excess Contributions and will be returned under Section 5.19.

(7)Elective Deferrals Made By Ineligible Participants: Elective Deferrals made by a Participant who has incurred a Break in Service but has not terminated employment will be returned to the Participant.

(8)Payroll Deduction Authorization: An Elective Deferral will constitute a payroll deduction authorization for purposes of applicable state law.

(b)Matching Contributions: Matching Contributions are not currently permitted.

(c)Non-Elective Contributions: Each Plan Year, the Employer in its sole discretion may make a Non-Elective Contribution on behalf of each Allocation Group set forth in Section 3.2(c) and will notify the Trustee in writing of the amount contributed. The amount of the Non-Elective Contribution will be determined by the Employer, and the Employer will notify the Trustee in writing of the amount contributed. Non-

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Elective Contributions will be made to the Plan subject to the following provisions:

(1)Employer’s Determination Is Final: The Employer’s determination of the amount of its Non-Elective Contribution will be binding on the Trustee, the Administrator and all Participants and may not be reviewed in any manner.

(2)Limitations on Amount Of Contribution: No Non-Elective Contribution will be made for any Participant who is not an Eligible Participant unless otherwise required under subparagraph (3) below or under Section 3.5.

(3)Contribution for Mistakenly Excluded Employee: If an Employee should have been included as a Participant in the Plan but is mistakenly excluded for any reason, the omission will be corrected as specified in Section 2.5.

(4)Cash or Deferred Option: The Employer may in any Plan Year elect to treat up to 100% of the Non-Elective Contribution made for that Plan Year as a “cash or deferred contribution”. In such event, each Eligible Participant can elect to receive in cash up to such maximum percentage of the Participant’s proportionate share of the cash or deferred contribution as the Employer determines for that Plan Year. An Eligible Participant’s proportionate share of the cash or deferred contribution is the percentage of the total cash or deferred contribution which bears the same ratio that such Participant’s Compensation as defined in Section 1.16(c) bears to the same Compensation of all such Participants. Any amount a Participant elects not to receive in cash will be treated as an Elective Deferral and will be allocated to the Participant’s Elective Deferral Account. Each Plan Year in which the Employer elects to treat a portion of the Non-Elective Contribution as a cash or deferred contribution, the Administrator will notify all Participants of the maximum percentage they can elect to take in cash.

(5)Interaction With “Safe Harbor” Provisions: For any Plan Year in which the Sponsor elects to make a “safe harbor” Non-Elective Contribution that satisfies the requirements of Section 3.6, all or a portion of any Non-Elective Contribution made by the Employer under this Section may be applied for such purposes.

(d)Qualified Matching Contributions: The Employer may make a Qualified Matching Contribution each Plan Year in such amount as the Employer, in its sole discretion, may determine. The Employer may also elect to treat all or any portion of a Matching Contribution as a Qualified Matching Contribution.

(e)Qualified Non-Elective Contributions: The Employer may elect to make a Qualified Non-Elective Contribution each Plan Year in such amount as the Employer determines. The Employer may also elect to

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treat as a Qualified Non-Elective Contribution all or any portion of a Non-Elective Contribution not yet allocated under Section 3.2(c).

(f)Contribution Period: Each Plan Year, any contribution that is made under the terms of the Plan may, at the election of the Administrator, be contributed to the Plan each payroll period; each month; each Plan quarter; on an annual basis; or on any other less than annual contribution period basis as determined by the Employer, provided such contribution period does not discriminate in favor of Highly Compensated Employees. The Employer may elect a different contribution period for each type of contribution.

(g)Contribution Limitations: Notwithstanding paragraphs (a), (b) and (c), (1) the sum of all Employer contributions will not exceed the maximum amount deductible under Code §404 and will not exceed the limitations set forth in Code §415; and (2) for Plan Years beginning on or after January 1, 1997, if this Plan provides contributions or benefits for Employees some or all of whom are Owner-Employees, such contributions or benefits can only be provided with respect to the Earned Income of such Owner-Employee which is derived from the trade or business with respect to which the Plan is established.

(h)Refund Of Contributions: Contributions made to the Plan by the Employer can only be returned to the Employer in accordance with the following provisions:

(1)Failure To Initially Qualify: If the Plan fails to initially satisfy the requirements of Code §401(a) and the Employer declines to amend the Plan to satisfy such requirements, contributions made prior to the date such qualification is denied must be returned to the Employer within 1 year of the date of such denial, but only if the application for the qualification is made by the time prescribed by law for filing the Employer’s tax return for the taxable year in which the Plan is adopted, or by such later date as the Secretary of the Treasury may prescribe.

(2)Contributions Made Under A Mistake Of Fact: If a contribution is attributable in whole or in part to a good faith mistake of fact, including a good faith mistake in determining the deductibility of the contribution under Code §404, then an amount may be returned to the Employer which is equal to the excess of the amount contributed over the amount which would have been contributed had the mistake not occurred. Earnings attributable to any such excess contribution will not be returned, but losses attributable to the excess contribution will reduce the amount so returned. Such amount will be returned within one year of the date the contribution was made or the deduction disallowed, as the case may be.

(3)Nondeductible Contributions: Except to the extent an Employer may intentionally make a nondeductible contribution, for example to correct an administrative error or restore a

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Forfeiture, any contribution by the Employer is conditioned on its deductibility and will otherwise be returned to the Employer.

(i)Form Of Contribution: The Employer’s contribution (if any) may consist of (1) cash; (2) qualifying employer securities or qualifying employer real property as defined in §407(d) of ERISA, provided the acquisition of such qualifying employer securities or qualifying real property securities satisfies the requirements of §408(e) of ERISA; or (3) any other property that is permitted under Code §4975 and is acceptable to the Trustee.

3.2ALLOCATION OF EMPLOYER CONTRIBUTIONS

Subject to the Top Heavy allocation requirements under Section 3.5 and the Code §415 limitations of Article 6, each Eligible Participant’s share of the various types of Employer contributions made under the Plan will be allocated to his or her Participant’s Account in accordance with the following provisions:

(a)Elective Deferrals: Each Participant’s Elective Deferrals contributed under Section 3.1(a) will be allocated to the Participant’s Elective Deferral Account.

(b)Matching Contributions: Matching Contributions are not currently permitted.

(c)Non-Elective Contributions: Non-Elective Contributions contributed by the Employer under Section 3.1(c) on behalf of each Allocation Group will be allocated on the last day of the Plan Year (and on such other date or dates as determined by the Administrator on a nondiscriminatory basis) to the Eligible Participants who are members of those Allocation Groups. Any such allocation will be made subject to the following provisions:

(d)

(1)Allocation to Group 1: Group 1 consists of the participant who is the President of the Sponsor. The contribution made for Group 1 will be allocated by multiplying the Compensation of the Eligible Participant by a specific percentage as selected by the Board of Directors for each Plan Year and that is in compliance with the relevant Non-discrimination Cross-Testing in relation to the benefit percentage provided for all other tiered Groups.

(2)Allocation To Group 2: Group 2 consists of each Eligible Participant who is the Chief Executive Officer. The contribution made for Group 2 will be allocated by multiplying it by the ratio that the Compensation of each Eligible Participant who is a member of Group 2 bears to the total Compensation of all Eligible Participants who are members of Group 2.

(3)Allocation To Group 3: Group 3 consists of each Eligible Participant who is an Office Manager. The contribution made for Group 3 will be allocated by multiplying it by the ratio that the Compensation of each Eligible Participant who is a member

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of Group 3 bears to the total Compensation of all Eligible Participants who are members of Group 3.

(4)Allocation To Group 4: Group 4 consists of each Eligible Participant who is the Chief Financial Officer. The contribution made for Group 4 will be allocated by multiplying it by the ratio that the Compensation of each Eligible Participant who is a member of Group 4 bears to the total Compensation of all Eligible Participants who are members of Group 4.

(5)Allocation To Group 5: Group 5 consists of each Eligible Participant who is on the Clerical Staff. The contribution made for Group 5 will be allocated by multiplying it by the ratio that the Compensation of each Eligible Participant who is a member of Group 5 bears to the total Compensation of all Eligible Participants who are members of Group 5.

(6)Allocation To Group 6: Group 6 consists of all other Eligible Participants. The contribution made for Group 6 will be allocated by multiplying it by the ratio that the Compensation of each Eligible Participant who is a member of Group 6 bears to the total Compensation of all Eligible Participants who are members of Group 6.

(7)Failsafe Allocation: For each Plan Year beginning on or after January 1, 2002 in which it is necessary for the Plan to pass nondiscrimination testing on the basis of equivalent benefit rates as provided under regulation §1.401(a)(4), the allocations made under this Section must satisfy either the “broadly available test” described in subparagraph (A) or one of the “gateway tests” described in subparagraph (B) or subparagraph (C) below.

(A)Broadly Available Test If Employer Does Not Maintain A Defined Benefit Plan: To satisfy the “broadly available test”, each Allocation Rate applicable to any Eligible Participant must be currently available within the meaning of regulation §1.401(a)(4)-4(b)(2) to a group of Employees and, were such group to be treated as a group of Employees covered under a separate plan, such group of Employees must satisfy the requirements of Code §410(b) without regard to the average benefit percentage test in regulation §1.410(b)-5. For this purpose, if two allocation rates could be permissively aggregated under regulation §1.401(a)(4)-4(d)(4), assuming the allocation rates were treated as benefits, rights or features, then such allocation rates may be aggregated and treated as a single allocation rate. In addition, the disregard of age and service conditions described in regulation §1.401(a)(4)-4(b)(2)(ii)(A) does not apply for purposes of this subparagraph (A).

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(B)Gateway Test If The Employer Does Not Maintain A Defined Benefit Plan: In order to satisfy the “gateway test” for any Plan Year in which the Employer does not maintain a defined benefit plan that also covers Participants covered in this Plan for any portion of the Plan Year, the Allocation Rate for each Eligible Participant who is an NHCE for the Plan Year must be equal to either (A) 5% of each such Eligible Participant’s Code §415 Compensation; or (B) 33.33% of the highest Allocation Rate for any Participant who is an HCE for the Plan Year.

(C)If The Employer Does Maintain One Or More Defined Benefit Plans: If the Employer maintains one or more defined benefit plans that cover Participants in this Plan for any portion of a Plan Year, the Administrator may elect to apply for such Plan Year either the procedure set forth in subparagraph (i) or the procedure in subparagraph (ii), as follows:

(i)Election To Not Permissively Aggregate: The Administrator may elect not to permissively aggregate this Plan and such defined benefit plan or plans for purposes of satisfying the coverage tests of Code §410(b) and the nondiscrimination tests of Code §401(a)(4), and instead may elect to separately test each plan for such purposes. In such event, either the “gateway test” in subparagraph (B) above or the “broadly available test” of subparagraph (A) above will apply for this Plan.

(ii)Election To Permissively Aggregate: The Administrator may elect to permissively aggregate this Plan and such defined benefit plan(s) for purposes of satisfying both the coverage tests of Code §410(b) and the nondiscrimination tests of Code §401(a)(4), in which event for such Plan Year such aggregated plans will be known as a “DB/DC Plan” and will be subject to the requirements in subparagraphs (I) or (II) below. Unless elected otherwise by the Administrator, this Plan and the defined benefit plan(s) will not necessarily be considered a DB/DC Plan because the plans are being aggregated solely to apply the average benefit ratio test in regulation §1.410(b)-5. If a DB/DC Plan applies, nondiscrimination testing under Code §401(a)(4) may be passed for this Plan and all defined benefit plans of the Employer and Affiliated Employers either on the basis of Aggregate Normal Allocation Rates, or at the option of the Administrator and only if either of the exceptions in subparagraph (i) are satisfied or

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the “gateway test” conditions in subparagraph (ii) are satisfied, on the basis of equivalent benefit rates under regulation §1.401(a)(4) (i.e. normal accrual rates under the defined benefit plans and equivalent benefit rates under the defined contribution plans):

(I)“Broadly Available” Or “Primarily Defined Benefit” Tests Are Satisfied: The requirements of this subparagraph (I) are deemed satisfied if both the defined contribution plan components and the defined benefit plan components of the DB/DC Plan are considered to be “broadly available” as defined in subparagraph (A) above, or the DB/DC Plan is considered to be “primarily defined benefit”. A DB/DC Plan is considered to be “primarily defined benefit” if more than 50% of the Eligible Participants who are NHCEs for the Plan Year have a normal accrual rate under the defined benefit plan or plans that exceeds their equivalent benefit rates under the defined contribution plans.

(II)“Gateway Test” Is Satisfied: The requirements of this subparagraph (II) are deemed satisfied if the “gateway test” for a DB/DC Plan is satisfied, in which the Allocation Rate for each Eligible Participant who is an NHCE for the Plan Year must be at least equal to the Aggregate Normal Allocation Rate.

(8)Definition Of Allocation Rate: The term Allocation Rate means the percentage obtained by dividing (1) the total amount of Employer contributions or reallocated Forfeitures that are allocated on the Participant’s behalf under all defined contribution plans of the Employer or an Affiliated Employer that are aggregated for nondiscrimination testing under Code §401(a)(4) (not including any Matching Contributions if such plan or plans includes Elective Deferrals), by (2) the Participant’s Compensation.

(9)Aggregate Normal Allocation Rate: The term Aggregate Normal Allocation Rate means the sum of the Allocation Rate in the defined contribution plan(s) and the equivalent Allocation Rate in the defined benefit plan(s) of the Employer or an Affiliated Employer that are permissively aggregated to pass the coverage tests of Code §410(b) and the nondiscrimination tests of Code §401(a)(4). Such Aggregate Normal Allocation Rate for each Eligible Participant who is an NHCE for the Plan Year will equal the percentage in subparagraphs (A), (B) or (C) below. At the

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discretion of the Administrator, the equivalent Allocation Rate for any Plan Year under such defined benefit plan(s) for each Eligible Participant who is an NHCE and who benefits under the defined benefit plan(s) for the Plan Year may be deemed to be equal to the average of the equivalent Allocation Rates under the defined benefit plan(s) for all such Eligible Participants.

(A)33.33% Rate: If the highest Aggregate Normal Allocation Rate of any Eligible Participant who is an HCE for the Plan Year is less than 15%, then the Aggregate Normal Allocation Rate for each Eligible Participant who was an NHCE for the Plan Year will be 33.33% of such highest Aggregate Normal Allocation Rate; or

(B)5% Rate: If the highest Aggregate Normal Allocation Rate of any Eligible Participant who is an HCE for the Plan Year is at least 15% but is not greater than 25%, then the Aggregate Normal Allocation Rate for each Eligible Participant who was an NHCE during the Plan Year will be 5% of each such Eligible Participant’s Code §415 Compensation; or

(C)Rate Higher Than 5% To Maximum 7.5% Rate: If the highest Aggregate Normal Allocation Rate of any Eligible Participant who is an HCE for the Plan Year is greater than 25%, then the Aggregate Normal Allocation Rate for each Eligible Participant who is an NHCE for the Plan Year will be equal to the sum of (A) 5% of each such Eligible Participant’s Code §415 Compensation, plus (B) one percentage point for each five percentage points (or portion thereof) that the highest Aggregate Normal Allocation Rate of any Eligible Participant who is an HCE for the Plan Year exceeds 25%. However, the maximum Aggregate Normal Allocation Rate for each Eligible Participant who is an NHCE for the Plan Year will not exceed 7.5% of each such Eligible Participant’s Code §415 Compensation.

(10)Determination Of Accrual And Allocation Rates: The normal accrual rate and the equivalent normal allocation rate attributable to defined benefit plans, the equivalent accrual rate attributable to defined contribution plans, and the Aggregate Normal Allocation Rate are determined under regulation §1.401(a)(4)(b)(2)(ii), but without taking into account the imputation of permitted disparity under regulation §1.401(a)(4)-7, except as otherwise permitted under regulation §1.401(a)(4)-9(b)(2)(v)(C).

(d)Qualified Matching Contributions: Qualified Matching Contributions contributed under Section 3.1(d) and any Matching Contributions permitted and contributed under Section 3.1(b) that are treated as QMACs will be allocated in accordance with the following provisions to the Qualified Matching Contribution Account of each Participant

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for whom a Qualified Matching Contribution is made for the Plan Year:

(1)Participants Eligible For Allocation: Qualified Matching Contributions will be allocated on behalf of each Eligible Participant who for the Plan Year is a Non-Highly Compensated Employee who made an Elective Deferral for the Plan Year and is considered an Eligible Participant for the purpose of receiving a Matching Contribution allocation, or if eligibility for Matching Contributions is more restrictive than for Elective Deferrals, is considered an Eligible Participant only for the purpose of making Elective Deferrals.

(2)Permissible Methods Of Allocation: Any allocation of Qualified Matching Contributions to an Eligible Participant who is described in subparagraph (1) above will be made using one of the methods described in subparagraphs (2)(A) through (F) below. However, the actual method used for a particular Plan Year will be the method set forth in subparagraph (3) below.

(A)Pro-Rata Method: The allocation will be made in the ratio that the Elective Deferral of each such Eligible Participant bears to the total Elective Deferrals of all such Eligible Participants, except that any Elective Deferrals that are not used to determine the basic Matching Contribution allocated to a Participant under Section 3.1(b) or Section 3.2(b) will not be counted.

(B)Pro-Rata Method Using Bottom-Up Based On Compensation: The allocation will be made beginning with a group of one or more of such Eligible Participants and who have the lowest Compensation for the Plan Year and continuing with the next one or more such Eligible Participants who have the next lowest Compensation until no further allocations are required to pass the ADP or ACP Tests. The amount so allocated for the Plan Year to any such Eligible Participant will be in the ratio that such Eligible Participant’s Elective Deferral bears to the total Elective Deferrals of all such Eligible Participants, except that any Elective Deferrals not used to determine basic Matching Contributions allocated to a Participant under Section 3.1(b) or 3.2(b) will not be counted.

(C)Pro-Rata Method Using Bottom-Up Based On Elective Deferrals: The allocation will be made beginning with a group of one or more of such Eligible Participants for the Plan Year and who have the lowest Elective Deferral amount for the Plan Year and continuing with the next one or more Eligible Participants who have the next lowest Elective Deferral amount until no further allocations are required for the Plan to pass the ADP or ACP Tests. The amount so allocated for the Plan Year to any such Eligible Participant will be in the ratio that such

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Eligible Participant’s Elective Deferral bears to the total Elective Deferrals of all such Eligible Participants, except that any Elective Deferrals not used to determine the basic Matching Contributions allocated to a Participant under Section 3.1(b) or 3.2(b) will not be counted.

(D)Per Capita Method: The amount that is allocated for the Plan Year to any such Eligible Participant for the Plan Year will be on a per capita (equal dollar amount) basis to each such Eligible Participant.

(E)Per Capita Method Using Bottom-Up Based On Compensation: The allocation will be made beginning with a group of one or more of such Eligible Participants who have the lowest Compensation for the Plan Year and continuing with the next one or more such Eligible Participants who have the next lowest Compensation until no further allocations are required for the Plan to pass the ADP or ACP Tests. The amount so allocated for the Plan Year to any such Eligible Participant will be on a per capita (equal dollar amount) basis to each such Eligible Participant.

(F)Per Capita Method Using Bottom-Up Based On Elective Deferrals: The allocation will be made beginning with a group of one or more of such Eligible Participants who have the lowest Elective Deferral amount for the Plan Year and continuing with the next one or more such Eligible Participants who have the next lowest Elective Deferral amount until no further allocations are required for the Plan to pass the ADP or ACP Tests. The amount so allocated for the Plan Year to any such Eligible Participant will be on a per capita (equal dollar) basis to each such Eligible Participant.

(3)Actual Method Of QMAC Allocation: Until this subparagraph (3) is amended by the Employer to specify a different method of allocation, QMACs will be allocated using the method described in subparagraph (2)(F) above.

(4)Permissible Disaggregation: Permissible disaggregation under Code §410(b)(4) or §401(k)(3)(F) will be used for the ADP and/or ACP Test for the Plan Year to further limit the number of Eligible Participants who receive such allocation to those Participants (i) who also satisfy the maximum minimum age and service requirements of Code §410(a)(l)(A) for the purpose of making Elective Deferrals or eligibility to share in Matching Contributions, or (ii) to those Participants who do not satisfy the maximum minimum age and service requirements of Code §410(a)(1)(A) for the purpose of making Elective Deferrals or eligibility to share in Matching Contributions; and if permissible disaggregation under Code §410(b)(4) is used for the ADP and/or ACP Tests for the Plan Year, the Employer will

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separately determine the amount to be allocated hereunder with respect to such Eligible Participants in clauses (i) and (ii).

(5)Allocation To HCEs: If the Employer makes an additional Qualified Matching Contribution after no further allocation of QMACs is required for the Plan to pass the ADP and/or ACP Tests, any such contribution will be allocated in the same manner described in subparagraph (3) above (provided however that the ADP and/or ACP Tests continue to be satisfied) to all such Eligible Participants who for the Plan Year are HCEs (or to all such Eligible Participants who are HCEs or NHCEs) who made an Elective Deferral and are considered Eligible Participants for the purpose of receiving a Matching Contribution allocation.

(e)Qualified Non-Elective Contributions: Qualified Non-Elective Contributions contributed under Section 3.1(e) and Non-Elective Contributions contributed under Section 3.1(c) that are treated as QNECS will be allocated to the Qualified Non-Elective Contribution Account of an Eligible Participant in accordance with the following:

(1)Participants Eligible For Allocation: Subject to subparagraphs (2) and (3) below, Qualified Non-Elective Contributions will be allocated on behalf of each Eligible Participant who for the Plan Year is a Non-Highly Compensated Employee and is considered an Eligible Participant for the purpose of receiving a Non-Elective Contribution allocation for the Plan Year, or if Non-Elective Contributions are not permitted or if eligibility for Non-Elective Contributions is more restrictive than for Elective Deferrals, is considered an Eligible Participant only for the purpose of making Elective Deferrals.

(2)Permissible Methods Of Allocation: Any allocation of Qualified Non-Elective Contributions under this Section to an Eligible Participant who is described in subparagraph (1) above will be made using one of the methods described in subparagraphs (2)(A) through (D) below. However, the actual method used for a particular Plan Year will be the method set forth in subparagraph (3) below.

(A)Pro-Rata Method: The amount that is so allocated for any such Eligible Participant will be in the ratio that his or her Compensation bears to the total Compensation of all such Eligible Participants.

(B)Pro-Rata Method Using Bottom-Up Based On Compensation: The allocation will be made beginning with a group of one or more of such Eligible Participants who have the lowest Compensation for the Plan Year and continuing with the next one or more such Eligible Participants who have the next lowest Compensation until no further allocations are required to pass the ADP or ACP Tests. The amount that is so allocated for the Plan

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Year to any such Eligible Participant will be in the ratio that the Compensation of each such Eligible Participant bears to the total Compensation of all such Eligible Participants.

(C)Per Capita Method: The amount that is so allocated for the Plan Year to any such Eligible Participant will be on a per capita (equal dollar amount) basis to each Eligible Participant.

(D)Per Capita Method Using Bottom-Up Based On Compensation: The allocation will be made beginning with a group of one or more of such Eligible Participants who have the lowest Compensation for the Plan Year and continuing with the next one or more Eligible Participants who have the next lowest Compensation until no further allocations are required for the Plan to pass the ADP or ACP Tests. The amount so allocated for the Plan Year to any such Eligible Participant will be on a per capita (equal dollar amount) basis to each such Eligible Participant.

(3)Actual Method Of QNEC Allocation: Until this subparagraph (3) is amended by the Employer to specify a different method of allocation, QNECs will be allocated using the method described in subparagraph (2)(D) above.

(4)Permissible Disaggregation: Permissable disaggregation under Code §410(b)(4) or §401(k)(3)(F) will be used for the ADP and/or ACP Test for the Plan Year to further limit the number of Eligible Participants who receive such allocation to those Participants (i) who also satisfy the maximum minimum age and service requirements of Code §410(a)(1)(A) for the purpose of making Elective Deferrals or eligibility to share in Matching Contributions, or (ii) to those Participants who do not satisfy the maximum minimum age and service requirements of Code §410(a)(1)(A) for the purpose of making Elective Deferrals or eligibility to share in Matching Contributions; and if permissable disaggregation under Code §410(b)(4) is used for the ADP and/or ACP Tests for the Plan Year, the Employer will separately determine the amount to be allocated hereunder with respect to such Eligible Participants in clauses (i) and (ii).

(5)Allocation To HCEs: If the Employer makes an additional Qualified Non-Elective Contribution after no further allocation of QNECs is required for the Plan to pass the ADP and/or ACP Tests, any such contribution will be allocated in the same manner described in subparagraph (3) (provided however that the ADP and/or ACP Tests continue to be satisfied) to all such Eligible Participants who for the Plan Year are HCEs (or to all such Eligible Participants who are HCEs or NHCEs) and are considered Eligible Participants for the purpose of receiving a Non-Elective Contribution allocation for the Plan Year.

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3.3ALLOCATION OF EARNINGS AND LOSSES

As of each Valuation Date, accounts which have not been distributed since the prior Valuation Date will have the net income of the Trust Fund earned since the prior Valuation Date allocated in accordance with such rules and procedures as may be established by the Administrator, and applied in a uniform and nondiscriminatory manner; or accounts will be valued and adjusted as hereinafter set forth in this Section. Net income is the net of any interest, dividends, unrealized appreciation and depreciation, capital gains and losses, and investment expenses of the Trust Fund determined on each Valuation Date.

(a)Non-Segregated Elective Deferral Accounts: Elective Deferral Accounts which have not been segregated from the general Trust Fund for investment will have net income allocated thereto in the ratio that the value of each such non-segregated account bears to the total value of all such non-segregated accounts on the Valuation Date. For purposes of this paragraph, the value of each such account on the Valuation Date will be determined before taking into account the allocation of any Employer contributions that have occurred (or are deemed to have occurred) since the prior Valuation Date, and before taking into account any distributions and withdrawals that have occurred since the prior Valuation Date.

(b)Non-Segregated Matching Contribution Accounts: Matching Contributions are not currently permitted under the terms of this Plan.

(c)Non-Segregated Non-Elective Contribution Accounts: Non-Elective Contribution Accounts which have not been segregated from the general Trust Fund for investment will have net income allocated thereto in the ratio that the value of each such non-segregated account bears to the total value of all such non-segregated accounts on the Valuation Date. For purposes of this paragraph, the value of each such account on the Valuation Date will be determined before taking into account the allocation of any Employer contributions that have occurred (or are deemed to have occurred) since the prior Valuation Date, and before taking into account any distributions and withdrawals that have occurred since the prior Valuation Date.

(d)Forfeiture Account: The Forfeiture Account will share in the allocation of the Plan’s earnings and losses under this Section.

(e)Segregated Accounts And Policy Dividends: Any accounts which have been segregated for investment purposes, including any Directed Investment Accounts that may be established in accordance with Section 7.15 and any other accounts (including Directed Investment Accounts) which are valued on a daily basis, will only have the net income earned thereon allocated thereto. Any insurance Policy dividends or credits will be allocated to the Participant’s Account for whose benefit the Policy is held.

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3.4ALLOCATION OF FORFEITURES

The Administrator may elect each Plan Year to first use all or any portion of the Forfeiture Account to pay administration costs of the Plan, and/or to restore previously forfeited Account balances as provided under Section 5.7 or Section 5.13. Subject to the Top Heavy allocation requirements under Section 3.5 and the Code §415 limitations of Article 6, any remaining Forfeitures will be used by the Administrator in the following manner:

(a)Forfeitures Of Matching Contributions: Matching Contributions are not currently permitted under the terms of the Plan.

(b)Forfeitures Of Non-Elective Contributions: Forfeitures attributable to Non-Elective Contributions will be allocated to the Non-Elective Contribution Account of each Eligible Participant for the Plan Year. The allocation will be made in the ratio that each such Eligible Participant’s Compensation bears to the total Compensation of all such Eligible Participants.

(c)Excess Aggregate Contributions: The Administrator may elect that all of any portion of the Forfeitures, which are attributable to Excess Aggregate Contributions will (1) be allocated (after all other Forfeitures) to the Matching Contribution Account of each Participant who is a Non-Highly Compensated Employee who made Elective Deferrals or Employee contributions. The allocation will be made in the ratio which each such Participant’s Compensation for the Plan Year bears to the total Compensation of all such Participants for such Plan Year; and/or (2) be applied to reduce Employer contributions for the Plan Year in which the excess arose to the extent it exceeds Employer contributions or the Employer has already contributed for such Plan Year.

3.5TOP HEAVY MINIMUM ALLOCATION

In any Top Heavy Plan Year in which a Key Employee receives an allocation of Employer contributions or Forfeitures, each Employee who is described in paragraph (a) below will receive the Top Heavy benefit required under the provisions of Code §416, such benefit to be determined in accordance with the following provisions:

(a)Participants Who Must Receive Top Heavy Minimum Allocation: For each Plan Year in which a Top Heavy contribution is required, the Top Heavy Minimum Allocation (or such lesser amount as may be permitted under paragraph (b) below) will be made for each Participant who is employed by an Employer on the last day of the Plan Year in an eligible class of Employees, even if such Participant (1) fails to complete any minimum Hours of Service or Period of Service required to receive an allocation of Employer contributions or Forfeitures for the Plan Year; (2) fails to make elective contributions to the Plan in the case of a cash or deferred arrangement; (3) receives Compensation that is less than a stated amount; or (4) declines to make a mandatory Employee contribution.

(b)Lesser Allocation Allowed: If the amount of Employer contributions and Forfeitures allocated to the Participant’s Account of each Key

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Employee for the Plan Year is less than 3% of his or her Compensation, and if this Plan is not required to be included in an Aggregation Group to enable a defined benefit plan to meet the requirements of Code §401(a)(4) or §410, then the amount allocated under this Section for each Participant who is described in paragraph (a) above will be equal to the largest percentage of Employer contributions and Forfeitures allocated to the Participant’s Account of a Key Employee for that Plan Year, determined after taking into account elective contributions made by a Key Employee to a cash or deferred arrangement maintained by the Employer.

(c)Participation In Multiple Defined Contribution Plans: If a Participant described in paragraph (a) above participates in this Plan and in one or more defined contribution plans that are included with this Plan in a Required Aggregation Group, and if the allocation of Employer contributions and Forfeitures in this Plan or any other such defined contribution plan is insufficient to satisfy the Top Heavy requirement with respect to such Participant, such requirement will nevertheless be deemed to be satisfied if the aggregate allocation of Employer contributions and Forfeitures made under this Plan and all other such plans on behalf of such Participant is sufficient to satisfy the Top Heavy requirement. If not, the Employer will make an additional contribution to this Plan and/or to one or more such plans on behalf of the Participant in order that the aggregate allocation of Employer contributions and Forfeitures to this Plan and all such plans satisfies the Top Heavy requirements with respect to such Participant.

(d)Participation In Defined Benefit Plan And Defined Contribution Plan: Any Participant described in paragraph (a) above who participates in this Plan and in a defined benefit plan which is included with this Plan in a Required Aggregation Group will, in lieu of the allocation provided under paragraph (a) above, receive an allocation under this Plan (or any other defined contribution plan sponsored by the Employer) which is equal to 5% of Compensation. Notwithstanding the foregoing to the contrary however, the Administrator may determine, in a uniform non-discriminatory manner which is intended to satisfy the requirements of Code §416(f) regarding the preclusion of required duplication and inappropriate omission of Top Heavy minimum benefits or contributions, that such Non-Key Employee will receive the minimum Top Heavy benefit required under Code §416 under the defined benefit plan in lieu of any such benefit under the terms of this Plan.

(e)Contributions That Can Be Used To Satisfy Top Heavy Minimum: The following contributions will be taken into account in determining if the Employer has contributed an amount necessary to satisfy the requirements of this Section: Non-Elective Contributions; Qualified Non-Elective Contributions; Safe Harbor Non-Elective Contributions under Section; and any other contributions as may be permitted by law. However, Elective Deferrals cannot be used to satisfy the Top Heavy requirements.

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3.6SAFE HARBOR CONTRIBUTIONS

For Plan Years beginning on or after January 1, 1999, this Section will apply for any such Plan Year in which the Sponsor, by the Sponsor’s written resolution and issuance of a Safe Harbor Notice (as described in paragraph (d) below), elects to administer the Plan pursuant to the “safe harbor” provisions of Code §401(k)(12) (pertaining to alternative methods of satisfying the ADP Test) and/or Code §401(m)(11) (pertaining to additional alternative methods of satisfying the ACP Test). The Sponsor’s written resolution must specify the Plan Year for which the safe harbor is elected, the method by which the safe harbor is to be satisfied, and whether “safe harbor” contributions will be made to HCEs as well as NHCEs. The Sponsor’s written resolution will be deemed to be an amendment to this Plan if made in accordance with Notice 98-52, Notice 2000-3 and any subsequent guidance issued by the Internal Revenue Service.

(a)Definitions: For any Plan Year in which the Sponsor elects to administer the Plan in, accordance with this Section, the following definitions will apply:

(1)ACP Test Safe Harbor Matching Contribution: The term ACP Test Safe Harbor Matching Contribution means a Matching Contribution described in paragraph (c) below.

(2)ADP Test Safe Harbor Contribution: The term ADP Test Safe Harbor Contribution means a “Basic Matching Contribution” as described in paragraph (b)(1); an “Enhanced Matching Contribution” as described in paragraph (b)(2); and a Non-Elective Contribution as described in paragraph (b)(3).

(3)Compensation: The term Compensation is defined in Section 1.16, except that for purposes of this Section: (1) no dollar limitation other than the Code §401(a)(17) limitation will apply under this paragraph to Non-Highly Compensated Employees; and (2) Compensation may, at the discretion of the Administrator, be excluded (i) for any period during which an Employee was not a Participant in the Plan; and (ii) for any period during which a cash or deferred election was not in effect under the terms of the Plan. However, solely for purposes of determining Compensation subject to a Participant’s deferral election, the Employer may use an alternative definition to the one described in the preceding sentence, provided such alternative definition is a reasonable definition within the meaning of regulation §1.414(s)-1(d)(2) and permits each Participant to make sufficient Elective Deferrals to receive the maximum amount of Matching Contributions (determined using the definition of Compensation described in the preceding sentence) available under the Plan.

(4)Matching Contribution: The term Matching Contribution means a contribution made by the Employer because of a Safe Harbor Participant’s Elective Deferrals.

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(5)Safe Harbor Participant: The term Safe Harbor Participant means each Participant who (i) is a Non-Highly Compensated Employee (and if the Employer elects, one or more Highly Compensated Employees) for the Plan Year; and (ii) was eligible to make an Elective Deferral at any time during the Plan Year or who would have been eligible to make Elective Deferrals but for a suspension due to a hardship distribution or a statutory limitation (such as Code §402(g) and §415). However, for Plan Years beginning on or after January 1, 1999, a Safe Harbor Participant will only include those Participants described in the preceding sentence who have reached Age 21 and completed 1 at least Year of Service.

(b)ADP Test Safe Harbor Contributions: For a Plan Year in which the Employer wishes to utilize the alternative method of satisfying the ADP Test, the Employer must make an ADP Test Safe Harbor Contribution to the Plan in the form of a “Basic Matching Contribution”, an “Enhanced Matching Contribution” and/or a “Safe Harbor Non-Elective Contribution”, or a “Safe Harbor Alternative Contribution”. The Employer must specify in the Safe Harbor Notice which ADP Test Safe Harbor Contribution it intends to make for the Plan Year, and any such contribution will be made in accordance with one of the following provisions:

(1)Basic Matching Contribution: If the Employer elects to make a Basic Matching Contribution, it will be made on behalf of each Safe Harbor Participant in an amount equal to the sum of (i) 100% of the amount such Participant’s Elective Deferrals that do not exceed 3% of his or her Compensation; plus (ii) 50% of the amount of such Participant’s Elective Deferrals that exceed 3% of his or her Compensation but do not exceed 5% of Compensation (“Basic Matching Contributions”). The maximum match that can be made under this Basic Matching Contribution formula is 4% of Compensation, which would apply to any Safe Harbor Participant who defers at least 5% of Compensation.

(2)Enhanced Matching Contribution: If the Employer elects to make an “Enhanced Matching Contribution” on behalf of each Safe Harbor Participant, such contribution will be an amount equal to the sum of (i) and (ii) as follows:

(A)The amount of such Participant’s Elective Deferrals that do not exceed the percentage specified in the Safe Harbor Notice (which percentage must be at least 3% but not more than 6%) of Compensation; plus

(B)The percentage specified in the Safe Harbor Notice of such Participant’s Elective Deferrals that exceed the percentage specified in the Safe Harbor Notice (which percentage must be at least 3% but not more than 6%) of the Participant’s Compensation for the Plan Year and that do not exceed the percentage specified in the Safe

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Harbor Notice of the Employee’s Compensation for the Plan Year. Notwithstanding the foregoing, Matching Contributions contributed under this subparagraph must, at any rate of Elective Deferrals, equal at least the Matching Contribution the Participant would have received if the Employer were making Basic Matching Contributions, but the rate of match cannot increase as deferrals increase.

(3)Safe Harbor Non-Elective Contribution: If the Employer elects to make a Safe Harbor Non-Elective Contribution for each Safe Harbor Participant, it will be an amount equal to at least 3% of each such Participant’s Compensation.

(4)Allocation Of ADP Test Safe Harbor Contributions: All ADP Test Safe Harbor Contributions (other than Safe Harbor Alternative Contributions) will be allocated to a Participant’s Safe Harbor Contribution Account; and under no circumstances will such contributions be allocated with regard to permitted disparity under Code §401(1).

(5)Vesting And Distribution Of ADP Test Safe Harbor Contributions: ADP Test Safe Harbor Contributions allocated to a Participant’s Safe Harbor Contribution Account will be 100% Vested at all times, and can only be distributed upon the earlier of the date a Participant incurs a Termination of Employment; the date a Participant dies; the date a Participant suffers a Disability; the date a Participant reaches Age 59½ if on or after such date in-service withdrawals are permitted under Section 5.17; or the date an event described in Code §40l(k)(10) occurs. ADP Test Safe Harbor Contributions may not be distributed because of hardship.

(6)True-Up Election: If for any Plan Year “Basic Matching Contributions” or “Enhanced Matching Contributions” are made to the Plan on a basis that is more frequent than annual, and if on the last day of any such Plan Year the dollar amount of any such contribution made on behalf of a Safe Harbor Participant is less than the dollar amount that would have been made if such contribution for that Plan Year had been contributed on an annual basis only, then the Employer may elect for any such Plan Year to make an additional contribution in order to make the amount contributed for a Safe Harbor Participant for the full Plan Year equal to the amount that would have been made if the contribution for that Plan Year had been contributed on an annual basis only. However, any such additional contribution can only be made to the Plan on a uniform nondiscriminatory basis.

(c)ACP Test Safe Harbor Matching Contributions: In order to use the alternative method of satisfying the ACP Test, the Employer may, in addition to the ADP Test Safe Harbor Contributions described in paragraph (b) above, elect in its Safe Harbor Notice to make an ACP

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Test Safe Harbor Matching Contribution to the Plan on behalf of each Safe Harbor Participant. Such contribution will be made in accordance with the following provisions, and must be equal to one of the following amounts:

(1)Single Tier Fixed Formula: The amount determined by multiplying the Safe Harbor Participant’s Elective Deferrals for the Plan Year by the matching percentage specified in the Safe Harbor Notice; provided, however, that such amount cannot exceed 6% of the Safe Harbor Participant’s Compensation.

(2)Two Tiered Fixed Formula: The amount determined by multiplying the Safe Harbor Participant’s Elective Deferrals that do not exceed the percentage specified in the Safe Harbor Notice of such Participant’s Compensation for the Plan Year by the “first tier” matching percentage specified in the Safe Harbor Notice, plus the amount determined by multiplying the Safe Harbor Participant’s Elective Deferrals thereafter by the “second tier percentage” specified in the Safe Harbor Notice, but no such contribution will be made with respect to Elective Deferrals that exceed 6% of the Participants Compensation. Notwithstanding the foregoing, the “second tier percentage” cannot exceed the “first tier percentage”.

(3)Single Tier Discretionary Formula; An amount determined by multiplying the Safe Harbor Participant’s Elective Deferrals for the Plan Year by a discretionary percentage, excluding any such Elective Deferrals in excess of 6% of the Safe Harbor Participant’s Compensation; provided, however, that such amount cannot exceed 4% of the Safe Harbor Participant’s Compensation.

(4)Other Formulas: An amount determined by any other formula in which (i) Matching Contributions are not made on Elective Deferrals in excess of 6% of Compensation, (ii) the amount of Matching Contributions subject to the Employer’s discretion cannot exceed 4% of Compensation, (iii) no HCE can receive a greater rate of Matching Contributions than an NHCE at the same rate of Elective Deferrals, and (iv) the rate of Matching Contributions cannot increase as a Participant’s Elective Deferrals increase.

(5)Vesting And Distribution Of ACP Test Safe Harbor Contributions: Unless otherwise indicated in the Safe Harbor Notice to be nonforfeitable, ACP Test Safe Harbor Matching Contributions will be Vested in accordance with the Vesting schedule in Section 4.6(c). Forfeitures of non-Vested ACP Test Safe Harbor Matching Contributions will be used to reduce Employer contributions.

(d)Safe Harbor Notice: The term Safe Harbor Notice means a written notice provided by the Employer to all eligible Employees in accordance with Notice 98-52 and 2000-3, and any subsequent

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guidance issued by the Internal Revenue Service. In addition to any other election periods provided under the Plan, each Participant may make or modify a deferral election during the 30-day period immediately following receipt of the Notice.

3.7ROLLOVER CONTRIBUTIONS

Subject to any rules or procedures that may be established by the Administrator under paragraph (f) below, any Employee who has become a Participant in the Plan may, with the consent of the Administrator, make Rollover Contributions to the Plan. Rollover Contributions will be allocated to a Participant’s Rollover Account and, subject to any rules or procedures established hereunder, will be administered in accordance with the following provisions:

(a)Investment Of Rollover Accounts: Except for that portion which a Participant may be permitted to self-direct under Section 7.15, the Administrator may choose for investment purposes to either segregate Rollover Accounts into separate interest bearing accounts or to invest Rollover Accounts as part of the general Trust Fund, in which case such accounts will share in the allocation of earnings and losses under Section 3.3(a).

(b)Withdrawal Of Rollovers: Subject to paragraph (c) below, an Employee may request a withdrawal of all or any portion of his or her Rollover Account upon the earlier of (1) the date the Employee is entitled to a distribution of his or her Participant’s Account under the provisions of Article 5, or (2) within an administratively reasonable time after the Employee’s Termination of Employment. A Rollover withdrawal will not prevent an Employee from accruing future benefits from Employer contributions. Any amount withdrawn cannot be redeposited to the Participant’s Rollover Account.

(c)Spousal Consent Requirements Upon Withdrawal: Any Rollover Contribution that at the time it is made to this Plan is no longer subject to the requirements of Code §401(a)(11) can be withdrawn from the Plan without the consent of the Participant’s Spouse. However, the withdrawal of any Rollover Contribution that was a direct or indirect transfer as defined in Code §401(a)(11) from a defined benefit plan, a money purchase plan, a target benefit plan, a stock bonus plan, or a profit sharing plan that provided for a life annuity form of payment to the Participant will be subject to the spousal consent requirements in Section 5.8.

(d)Form Of Distribution: Any Rollover Contribution a Participant withdraws from the Plan prior to the time the Participant is entitled to a distribution of his or her Participant’s Account will only be distributed in a lump sum. Any amount remaining in a Participant’s Rollover Account at the time the Participant is entitled to a distribution of his or her Participant’s Account that is not subject to the spousal consent requirements in paragraph (c) above will be distributed, at the election of the Participant, in a lump-sum or in the same manner as the Participant’s Account under Article 5. Any amount remaining in the Participant’s Rollover Account at the time

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the Participant is entitled to a distribution of his or her Participant’s Account that is subject to the spousal consent requirements will be distributed in the same manner as the Participant’s Account under Article 5.

(e)Special Rule For Withdrawal Of Elective Deferrals: Notwithstanding paragraph (b) to the contrary, the limitations described in regulation 1.401(k)-1(d) will apply to the withdrawal of any Rollover Contributions which are attributable to a Participant’s elective contributions as defined in regulation 1.401(k)-1(g)(3) and which are transferred to this Plan in a trustee to trustee transfer from another qualified plan.

(f)Establishment Of Administrative Procedures: The Administrator may, in a separate written document, establish rules or procedures regarding the conditions under which Rollover Contributions can be made to and/or withdrawn from the Plan by an Employee. Such separate written document, when properly executed, will be deemed incorporated in this Plan. The rules or procedures set forth therein may be modified or amended by the Administrator without the necessity of amending this Section of the Plan, but any such modifications must be communicated to Participants in the manner described in Section 8.9. Notwithstanding the foregoing, (1) a summary plan description or summary of material modifications thereto in which the rules or procedures regarding the making and/or withdrawal of Rollover Contributions are described will be considered a separate written document sufficient to satisfy the requirements (including the execution requirement) of this paragraph; and (2) any rules or procedures established under this paragraph must be applied by the Administrator in a uniform nondiscriminatory manner.

3.8VOLUNTARY EMPLOYEE CONTRIBUTIONS

Voluntary Employee Contributions are not currently permitted.

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ARTICLE 4

PLAN BENEFITS

4.1BENEFIT UPON NORMAL RETIREMENT

Every Participant who has reached Normal Retirement Age will be entitled upon termination of employment to receive his or her Vested Aggregate Account balance determined as of the most recent Valuation Date coinciding with or immediately preceding the date of distribution. Distribution will be made under Section 5.1.

4.2BENEFIT UPON LATE RETIREMENT

A Participant who has reached Normal Retirement Age and who remains employed by the Employer will continue to participate in the Plan and will continue to receive allocations under Article 3 until he or she terminates employment with the Employer. However, notwithstanding Section 4.1 to the contrary, such Participant may at any time after reaching Normal Retirement Age (1) choose to have distributed prior to actual retirement all or part of his or her Vested Aggregate Account balance determined as of the most recent Valuation Date coinciding with or immediately preceding the date of distribution (but any portion thereof which is attributable to elective contributions, qualified matching contributions and/or qualified non-elective contributions made to a cash or deferred arrangement can only be distributed if the Participant has also reached Age 59½); or (2) choose to have such Vested Aggregate Account balance transferred to another qualified retirement plan maintained by the Employer. Upon actual retirement, the Participant will be entitled to his or her undistributed Vested Aggregate Account balance determined as of the most recent Valuation Date coinciding with or immediately preceding the date of distribution. Distribution will be made under Section 5.1.

4.3BENEFIT UPON DEATH

Upon the death of a Participant prior to Termination of Employment, or upon the death of a Terminated Participant prior to distribution of his or her Vested Aggregate Account, his or her Beneficiary will be entitled to the Participant’s Vested Aggregate Account balance determined as of the most recent Valuation Date coinciding with or immediately preceding the date of distribution. If any Beneficiary who is alive on the date of the Participant’s death dies before receiving the entire death benefit to which he or she is entitled, the balance of the death benefit will be distributed to the Beneficiary’s beneficiary in accordance with Section 5.2. The Administrator’s determination that a Participant has died and that a particular person has a right to receive a death benefit will be final. Distribution will be made in accordance with Section 5.2.

4.4BENEFIT UPON DISABILITY

If a Participant suffers a Disability prior to Termination of Employment and terminates employment with the Employer as a result of that Disability, or if a Terminated Participant suffers a Disability prior to a distribution of his or her Vested Aggregate Account balance, he or she will be entitled to his or her Vested Aggregate Account balance determined as of the most recent Valuation Date coinciding with or immediately preceding the date of distribution. Distribution will be made in accordance with Section 5.3.

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4.5BENEFIT UPON TERMINATION

A Participant who incurs a Termination of Employment will be entitled to his or her Vested Aggregate Account balance determined as of the most recent Valuation Date coinciding with or immediately preceding the date of distribution. A Terminated Participant’s Vested Aggregate Account will be distributed under Section 5.4 unless, prior to the time of distribution set forth therein, the Participant (1) dies, in which case distribution will be made under 5.2; or (2) suffers a Disability, in which case distribution will be made under Section 5.3.

4.6DETERMINATION OF VESTED INTEREST

A Participant’s Vested Interest in his or her Participant’s Account will be determined in accordance with the following provisions:

(a)Vesting Upon Retirement, Death Or Disability: A Participant’s Account will be 100% Vested upon reaching Normal Retirement Age prior to Termination of Employment, and also upon death or Disability prior to Termination of Employment.

(b)100% Vesting Of Elective Deferrals, QMACs And QNECs: A Participant will at all times have a 100% Vested Interest in his or her Elective Deferral Account, Qualified Matching Contribution Account and Qualified Non-Elective Contribution Account.

(c)Vesting Of Matching Contributions: Matching Contributions are not currently permitted under the terms of the Plan.

(d)Vesting Of Non-Elective Contributions: A Participant’s Vested Interest in his or her Non-Elective Contribution Account at any given tune will be determined in a non-Top Heavy Plan Year by the vesting schedule which immediately follows this paragraph based on the number of Years of Service the Participant has completed. In determining a Participant’s Vested Interest under this paragraph, all Years of Service will be counted.

Years of Service	Vested Interest
3	20	%
4	40	%
5	60	%
6	80	%
7	100	%

(e)Vesting Of Non-Elective Contribution In A Top Heavy Plan Year: Notwithstanding the vesting schedule in paragraph (d), the Vested portion of a Participant’s Non-Elective Contribution Account will, in a Top Heavy Plan Year, be determined by the vesting schedule which immediately follows this paragraph. If this Plan ceases to be Top Heavy and the vesting schedule in paragraph (d) becomes effective, a Participant’s Vested Interest as determined under this paragraph cannot be reduced; and a reversion to the vesting schedule in paragraph (d) will be considered an amendment to this Section and be treated in accordance with the provisions of this Section pertaining to such amendments. Only those Years of Service included in

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determining a Participant’s Vested Interest under paragraph (d) will be used in determining a Participant’s Vested Interest hereunder.

Years of Service	Vested Interest
2	20	%
3	40	%
4	60	%
5	80	%
6	100	%

(f)Amendments To Vesting Schedule: No amendment may directly or indirectly reduce a Participant’s Vested Interest in his or her Participant’s Account. If the Plan is amended in any way that directly or indirectly affects the computation of a Participant’s Vested Interest in his or her Participant’s Account or the Plan is deemed amended by an automatic change to or from a Top Heavy vesting schedule, the following will apply:

(1)Participant Election: Any Participant with at least three Years of Service may, by filing a written request with the Administrator, elect to have the Vested Interest in his or her Participant’s Account computed by the vesting schedule in effect prior to the amendment. A Participant who fails to make an election will have his or her Vested Interest computed under the new schedule. The period in which the election may be made will begin on the date the amendment is adopted or is deemed to be made and will end on the latest of (1) 60 days after the date the amendment is adopted; (2) 60 days after the date the amendment becomes effective; or (3) 60 days after the date the Participant is issued written notice of the amendment by the Employer or Administrator.

(2)Preservation Of Vested Interest: Notwithstanding the foregoing to the contrary, if the vesting schedule is amended, then in the case of an Employee who is a Participant as of the later of the date such amendment is adopted or the date it becomes effective, the Vested Interest in his or her Participant’s Account determined as of such date will not be less than his or her Vested Interest computed under the Plan without regard to such amendment.

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ARTICLE 5

DISTRIBUTION OF BENEFITS

5.1BENEFIT UPON RETIREMENT

Unless a cash-out occurs under Section 5.5, the retirement benefit a Participant is entitled to receive under Section 4.1 or Section 4.2 will be distributed as follows;

(a)Normal Form Of Distribution: Unless otherwise elected under Section 5.8, a Participant’s retirement benefit will be distributed as a Qualified Joint and Survivor Annuity if the Participant is married on the Annuity Starting Date and has not died before such date. If the Participant is unmarried on the Annuity Starting Date and has not died before such date, the Participant’s retirement benefit will be distributed as a life annuity.

(b)Optional Forms Of Distribution: If a Participant elects not to receive the annuity form of payment described in paragraph (a) above, the Participant may elect to have his or her benefit distributed (1) in one lump sum payment; or (2) in substantially equal monthly, quarterly, semi-annual or annual cash installments over a period certain that does not extend beyond the Participant’s life, or beyond the lives of the Participant and his or her designated Beneficiary (or beyond the life expectancy of the Participant or the joint and last survivor expectancy of the Participant and his or her designated Beneficiary), which will either be paid from the Plan or paid by a nontransferable immediate or deferred annuity selected by the Trustee which provides for the installment payments.

(c)Time Of Distribution: Distribution will begin within an administratively reasonable time after the date (1) a Participant actually retires; or (2) a Participant who elects late retirement under Section 4.2 requests payment as permitted therein. However, distribution must begin under this Section no later than the Required Beginning Date.

5.2BENEFIT UPON DEATH

Unless a cash-out occurs under Section 5.5, a deceased Participant’s death benefit as determined under Section 4.3 will be distributed as follows:

(a)Surviving Spouse: If a Participant dies before the Annuity Starting Date and is married on the date of his or her death, the surviving Spouse will receive a minimum death benefit as a Qualified Preretirement Survivor Annuity unless such annuity has been waived under Section 5.8. The benefit will be distributed in one lump sum payment unless the Participant directed through a Beneficiary designation form that the benefit be paid in another form of distribution permitted by the Plan under Section 5.1(b) or that the surviving Spouse be permitted to choose another form of distribution permitted by the Plan under Section 5.1(b). If installment payments are made, the benefit will either be paid from the Plan or paid by a nontransferable immediate or deferred annuity selected by the Trustee which provides for the installment payments. Upon the death

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of a Participant, distribution will be made to the surviving Spouse within an administratively reasonable time after he or she requests payment, but distribution must begin no later than December 31^st of the calendar year in which the Participant would have attained Age 70½.

(b)Death Of Surviving Spouse Before Distribution Begins: If the surviving Spouse dies before distribution of the benefit begins, distribution will be made as if the surviving Spouse were the Participant. Distribution will be considered as having commenced when the deceased Participant would have reached Age 70½ even if payments have been made to the surviving Spouse before that date. If distribution to the surviving Spouse begins in the form of an irrevocable annuity over a period permitted under paragraph (a) before the deceased Participant would have reached Age 70½, distribution will be considered as having begun on the actual annuity commencement date.

(c)Non-Spouse Beneficiary: Any death benefit a non-Spouse Beneficiary is entitled to receive will be distributed in one lump sum unless the Participant directed through a Beneficiary designation form that the benefit be paid in installments as permitted in Section 5.1(b) or that the non-Spouse Beneficiary be permitted to choose installment payments as permitted in Section 5.1(b). If installment payments are made, the benefit will either be paid from the Plan or paid by a nontransferable immediate or deferred annuity selected by the Trustee which provides for the installment payments. Upon the death of a Participant, distribution will be made within an administratively reasonable time after a non-Spouse Beneficiary requests payment; but distribution of the entire death benefit must be made by December 31^st of the calendar year which contains the 5^th anniversary of the date of the Participant’s death unless installment payments begin no later than December 31^st of the calendar year immediately following the calendar year in which the Participant died.

(d)Distribution If The Participant Or Other Payee Is In Pay Status: If a Participant or Beneficiary who has started receiving distribution of his or her benefit dies before the entire benefit has been distributed, the balance of the benefit will be distributed to the Participant’s Beneficiary (or Beneficiary’s beneficiary) at least as rapidly as under the method of distribution being used on the date of the Participant’s or Beneficiary’s death.

(e)Payments To A Beneficiary Of A Beneficiary: In the absence of a Beneficiary designation or other directive from the deceased Participant to the contrary, any Beneficiary may name his or her own Beneficiary to receive any benefits payable in the event of the Beneficiary’s death prior to receiving the entire death benefit to which the Beneficiary is entitled; and if a Beneficiary has not named his or her own Beneficiary, the Beneficiary’s estate will be the Beneficiary. If any benefit is payable under this paragraph to a Beneficiary of the deceased Participant’s Beneficiary or to the estate of the deceased Participant’s Beneficiary, or to any other Beneficiary

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or the estate thereof, subject to the limitations regarding the latest dates for benefit payment in paragraphs (a) and (c) above, the Administrator may (1) continue to pay the remaining value of such benefits in the amount and form already commenced, or pay such benefits in any other manner permitted under the Plan for a Participant or Beneficiary, and (2) if payments have not already commenced, pay such benefits in any other manner permitted under the Plan. Distribution to the Beneficiary of a Beneficiary must begin no later than the date distribution would have been made to the Participant’s Beneficiary. The Administrator’s determination under this paragraph will be final and will be applied in a non-discriminatory manner that does not discriminate in favor of HCEs.

5.3DISABILITY BENEFITS

Unless a cash-out occurs under Section 5.5, the Disability benefit a Participant is entitled to receive under Section 4.4 will be distributed as follows:

(a)Normal Form Of Distribution: Unless otherwise elected under Section 5.8, a Participant’s Disability benefit will be distributed as a Qualified Joint and Survivor Annuity if the Participant is married on the Annuity Starting Date and has not died before such date. If the Participant is unmarried on the Annuity Starting Date and has not died before such date, the Participant’s Disability benefit will be distributed as a life annuity.

(b)Optional Forms Of Distribution: If a Participant elects not to receive the annuity form of payment described in paragraph (a) above, the Participant may elect to have his or her benefit distributed (1) in one lump sum payment; or (2) in substantially equal monthly, quarterly, semi-annual or annual cash installments over a period certain that does not extend beyond the Participant’s life, or beyond the lives of the Participant and his or her designated Beneficiary (or beyond the life expectancy of the Participant or the joint and last survivor expectancy of the Participant and his or her designated Beneficiary), which will either be paid from the Plan or paid by a nontransferable immediate or deferred annuity selected by the Trustee which provides for the installment payments.

(c)Time Of Distribution: Distribution will begin within an administratively reasonable time after the date on which a Participant who suffers a Disability terminates employment with the Employer on account of the Disability. However, distribution must begin under this Section no later than the Participant’s Required Beginning Date.

5.4BENEFIT UPON TERMINATION

Unless a cash-out occurs under Section 5.5, the benefit a Terminated Participant is entitled to receive under Section 4.5 will be distributed as follows:

(a)Normal Form Of Distribution: Unless otherwise elected under Section 5.8, a Terminated Participant’s benefit will be distributed as a Qualified Joint and Survivor Annuity if the Participant is married on

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the Annuity Starting Date and has not died before such date. If the Participant is unmarried on the Annuity Starting Date and has not died before such date, the Participant’s benefit will be distributed as a life annuity.

(b)Optional Forms Of Distribution: If a Participant elects not to receive the annuity form of payment described in paragraph (a) above, the Participant may elect to have his or her benefit distributed (1) in one lump sum payment; or (2) in substantially equal monthly, quarterly, semi-annual or annual cash installments over a period certain that does not extend beyond the Participant’s life, or beyond the lives of the Participant and his or her designated Beneficiary (or beyond the life expectancy of the Participant or the joint and last survivor expectancy of the Participant and his or her designated Beneficiary), which will either be paid from the Plan or paid by a nontransferable immediate or deferred annuity selected by the Trustee which provides for the installment payments.

(c)Time Of Distribution: Distribution will begin under this Section within an administratively reasonable time after Termination of Employment occurs, but in no event later than the earlier to occur of (1) the date the Terminated Participant reaches Normal Retirement Age, or (2) the Required Beginning Date.

5.5CASH-OUT OF BENEFITS

The Administrator, without the consent of the Participant, may distribute a Participant’s Vested Aggregate Account balance in a lump sum any time after a Participant terminates employment, subject to the following provisions:

(a)General Rule: The Administrator can only make distribution under this Section if a Participant’s Vested Aggregate Account balance (determined before taking into account the Participant’s Rollover Account and Voluntary Employee Contribution Account) on the date he or she terminates employment with the Employer does not exceed $5,000 (or such lesser amount as may be designated by the Administrator). Any such distribution will be made as soon as administratively feasible after the date the Participant terminates employment, and any portion of the Participant’s Account which is not Vested will be treated as a Forfeiture.

(b)Later Distribution If Account Falls To $5,000: If a Participant would have received a distribution under paragraph (a) but for the fact that the Participant’s Vested Aggregate Account (determined before taking into account the Participant’s Rollover Account and Voluntary Employee Contribution Account) exceeded $5,000 (or such lesser amount as may be designated by the Administrator) when the Participant terminated employment, and if at a later time the Participant’s Vested Aggregate Account (determined before taking into account the Participant’s Rollover Account and Voluntary Employee Contribution Account) is reduced to an amount not greater than $5,000 (or such lesser amount as may be designated by the Administrator), the Administrator may distribute such remaining

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amount in a lump sum without the Participant’s consent as soon as administratively feasible after the date the Participant terminates employment with the Employer, and any portion of the Participant’s Account which is not Vested will be treated as a Forfeiture.

(c)Deemed Distribution: If a Participant’s Vested Interest in his or her Participant’s Account is zero on the date the Participant terminates employment, the Participant will be deemed to have received a distribution of such Vested Interest on the date of termination.

(d)Form Of Distribution: If the whereabouts of a terminated Participant are known, distribution under this Section will be made in the form of a lump sum cash payment unless such Participant elects a direct rollover under Section 5.14. If the whereabouts of a terminated Participant are not known, the provisions of Section 5.13 will apply.

5.6RESTRICTIONS ON IMMEDIATE DISTRIBUTIONS

If a Participant’s Vested Aggregate Account balance exceeds the amount set forth in paragraph (a) of this Section and is immediately distributable, such account can only be distributed in accordance with the following provisions;

(a)General Rule: If a Participant’s Vested Aggregate Account (determined before taking into account the Participant’s Rollover Account and Voluntary Employee Contribution Account) exceeds $5,000, or if there are remaining payments to be made with respect to a particular distribution option that previously commenced, and if such amount is immediately distributable, the Participant and the Participant’s Spouse (or where either the Participant or the Spouse has died, the survivor) must consent to any distribution of such amount. Any portion of the Participant’s Account which is not Vested will be treated as a Forfeiture. If less than the entire Vested Aggregate Account balance is distributed, the part of the non-Vested portion that will be treated as a Forfeiture is the total non-Vested portion multiplied by a fraction, the numerator of which is the amount of the distribution attributable to Employer contributions and the denominator of which is the total value of the Vested Interest in the Participant’s Account.

(b)Definition Of Immediately Distributable: A Participant’s benefit is immediately distributable if any part of the benefit could be distributed to the Participant (or the Participant’s surviving Spouse) before the Participant reaches (or would have reached if not deceased) the later of his or her Normal Retirement Age or Age 62.

(c)General Consent Requirement: The consent of the Participant and the Participant’s Spouse (or where either the Participant or the Participant’s Spouse has died, the survivor) to any benefit that is immediately distributable must be obtained in writing within the 90-day period ending on the Annuity Starting Date. However, only the Participant must consent to the distribution of a Qualified Joint and Survivor Annuity while the benefit is immediately distributable; and neither the Participant nor the Participant’s Spouse will be required

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to consent to a distribution that is required by Code §401(a)(9) or §415.

(d)Notification Requirements: The Administrator must notify the Participant and the Participant’s Spouse of the right to defer any distribution until the benefit is no longer immediately distributable. Notification will include a general explanation of the material features and relative values of the optional forms of benefit available under the Plan in a manner that would satisfy the notice requirements of Code §417(a)(3); and will be provided no less than 30 days or more than 90 days prior to the Annuity Starting Date.

(e)Waiver Of 30-Day Requirement: For Plan Years beginning on or after January 1, 1997, distribution of a Participant’s benefit may begin less than 30 days after the notice in paragraph (d) is given, provided (1) the Administrator clearly informs the Participant that the Participant has a right to a period of at least 30 days after receiving notice to consider the decision of whether or not to elect a distribution; (2) the Participant, after receiving the notice, affirmatively elects a distribution or a particular distribution option; and (3) the Participant does not revoke the election at any time prior to the expiration of the 7-day period that begins on the date the notice is given.

(f)Consent Not Needed On Plan Termination: If this Plan upon termination docs not offer an annuity option (purchased from a commercial provider) and if neither the Employer nor an Affiliated Employer maintains another defined contribution plan other than an employee stock ownership plan (ESOP) as defined in Code §4975(e)(7), the Participant’s benefit will, without the Participant’s consent, be distributed to the Participant. If the Employer or an Affiliated Employer maintains another defined contribution plan other than an ESOP, the Participant’s benefit will, without the Participant’s consent, be transferred to the other plan if the Participant does not consent to an immediate distribution under this Section.

5.7RESTORATION OF FORFEITED ACCOUNT BALANCE

If a Participant who does not have a 100% Vested Interest in his or her Participant’s Account terminates employment with the Employer and receives (or is deemed to have received) a distribution of such Vested Interest from the Plan, and such Participant is subsequently rehired by the Employer, his or her Participant’s Account upon such reemployment will be administered in accordance with the following provisions:

(a)Reemployment Before Five Consecutive Breaks In Service: If a terminated Participant is reemployed before incurring five consecutive Breaks in Service, such Participant’s Account balance will be restored in accordance with the following:

(1)Partially Vested Participants: If upon termination of employment a Participant has at least a partially Vested Participant’s Account, then upon reemployment by the

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Employer prior to incurring five consecutive Breaks in Service, such Participant’s Account balance will be restored to the amount on the date of distribution if the Participant repays to the Plan the full amount of the distribution which was attributable to Employer contributions. Repayment must be made before the earlier of five years after the first date on which the Participant is subsequently re-employed by the Employer or the date on which the Participant incurs five consecutive Breaks in Service following the date of distribution.

(2)Non-Vested Participants; If upon termination of employment a Participant’s Vested Interest in his or her Participant’s Account is zero, such Participant is deemed to have received a distribution of such Vested Interest before the date he or she incurs five consecutive Breaks in Service, and upon re-employment with the Employer prior to incurring five consecutive Breaks in Service, such Participant’s Account balance attributable to Employer contributions will be restored to the amount on the date of the deemed distribution.

(3)Source Of Funds: The Administrator, on a case-by-case basis, may elect to restore a Participant’s Account balance under this Section by the use of Forfeitures, by the use of earnings from non-segregated Trust Fund accounts, by the use of Employer contributions, or by the use of any combination thereof.

(b)Reemployment After Five Consecutive Breaks In Service: If a terminated Participant is reemployed by the Employer after incurring five consecutive Breaks in Service, that portion, if any, of his or her Participant’s Account which was (or was deemed to be) a Forfeiture will be permanently forfeited under the terms of this Plan.

5.8SPOUSAL CONSENT REQUIREMENTS

A married Participant’s election not to receive a Qualified Joint and Survivor Annuity (QJSA) under Section 5.1 or a Qualified Preretirement Survivor Annuity (QPSA) under Section 5.2, or an unmarried Participant’s election not to receive a life annuity under Section 5.1, must be made in accordance with the following provisions:

(a)Election Not To Receive A QJSA: A married Participant’s election not to receive a Qualified Joint and Survivor Annuity, or an unmarried Participant’s election not to receive a life annuity, must be in writing and must be made during the 90-day period ending on the Annuity Starting Date. Such election may be revoked in writing and a new election made at any time and any number of times during the election period.

(b)Election Not To Receive A QPSA: A married Participant’s election not to receive a Qualified Preretirement Survivor Annuity must be in writing and must be made during an election period beginning on the first day of the Plan Year in which the Participant reaches Age 35 and ending on the date of his or her death. The election may be revoked in

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writing and a new election made at any time and any number of times during the election period. A Terminated Participant’s election period concerning his or her Vested Aggregate Account before his or her termination will not begin later than such date. Notwithstanding the foregoing, if the Participant has not completed a Beneficiary designation form specifying the time or form of payment, the surviving Spouse may waive the Qualified Preretirement Survivor Annuity.

(c)Special Pre-Age 35 QPSA Election: A Participant who has not yet reached Age 35 as of the end of any current Plan Year may make a special election not to receive a Qualified Preretirement Survivor Annuity for the period beginning on the date of such election and ending on the first day of the Plan Year in which such Participant reaches Age 35. This election will not be valid unless the Participant receives the same written explanation of the Qualified Preretirement Survivor Annuity as described in paragraph (d) below. Qualified Preretirement Survivor Annuity coverage will be automatically reinstated as of the first day of the Plan Year in which the Participant reaches Age 35. Any new election on or after such date will be subject to the full requirements of this Section 5.8.

(d)Required Written Explanation Of QJSA Or QPSA: In connection with an election not to receive a Qualified Joint and Survivor Annuity, the Administrator will, no less than 30 days and no more than 90 days prior to the Annuity Starting Date, provide the Participant with a written explanation of the terms and conditions of the Qualified Joint and Survivor Annuity; the Participant’s right to make (and the effect of) an election to waive the Qualified Joint and Survivor Annuity; the rights of the Participant’s Spouse; and the right of the Participant to revoke such election (and the effect thereof). In connection with an election not to receive a Qualified Preretirement Survivor Annuity, the Administrator will provide each Participant within the Applicable Period as defined in paragraph (c) with a written explanation of the Qualified Preretirement Survivor Annuity in such terms and in such manner as would be comparable to the written explanation applicable to a Qualified Joint and Survivor Annuity as set forth in this paragraph.

(e)Applicable Period: The Applicable Period for a Participant is whichever of the following periods ends last: (1) the period beginning with the first day of the Plan Year in which the Participant attains Age 32 and ending with the close of the Plan Year preceding the Plan Year in which the Participant attains Age 35; (2) a reasonable period after the individual becomes a Participant; (3) a reasonable period ending after Code §401(a)(11) applies to the Participant; or (4) a reasonable period ending after Code §417(a)(5) ceases to apply to the Participant. For purposes of this paragraph, a reasonable period is the end of the two-year period beginning one year prior to the date the applicable event occurs, and ending one year after that date.

(f)Participants Who Terminate Before Age 35: In the case of a Participant who separates from service before the Plan Year in which

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the Participant reaches Age 35, the notice required under paragraph (d) will be provided within the two-year period beginning one year prior to separation from service and ending one year after such separation. If such Participant thereafter returns to employment with the Employer, the Applicable Period for such Participant will be redetermined.

(g)Elections Must Have Spousal Consent: A Participant’s election not to receive a Qualified Joint and Survivor Annuity or a Qualified Preretirement Survivor Annuity will not be effective (1) unless the Participant’s Spouse consents in writing to the election; (2) unless the election designates a specific Beneficiary (or form of benefit) which may not be changed without spousal consent (or the consent of the Spouse expressly permits designations by the Participant without any requirement of further spousal consent); and (3) unless the Spouse’s consent acknowledges the effect of the election and is witnessed by the Administrator or a notary public.

(h)Additional Requirements For Spousal Consent: A Spouse’s consent will not be required if there is no Spouse or if the Spouse cannot be located, or if there are other circumstances (as set forth in the Code) present which preclude the necessity of such Spouse’s consent. Any consent by a Participant’s Spouse (or establishment that consent cannot be obtained) will be effective only with respect to such Spouse. A consent that permits designations by the Participant without any requirement of further spousal consent must acknowledge that the Spouse has the right to limit consent to a specific Beneficiary, and a specific form of benefit where applicable, and that the Spouse voluntarily elects to relinquish either or both of such rights. A revocation of a prior election may be made by a Participant without the Spouse’s consent at any time before benefits begin. No consent obtained under paragraph (g) will be valid unless the Participant has received notice as provided in paragraph (d).

5.9APPLICATION OF CODE §401(a)(9) REQUIREMENTS

All distributions made under the terms of the Plan will be determined and made in accordance with the regulations issued under Code §401(a)(9), including the minimum distribution incidental benefit requirement of regulation §1.401(a)(9)-2, and any provisions in this Plan which reflect Code §401(a)(9) will override any distribution options which are inconsistent with such Code section and regulations. If Participant’s Vested Aggregate Account is paid in a form that is based on life expectancies through other than the purchase of an immediate annuity, the joint life expectancies of the Participant and his or her Spouse will be recalculated annually unless the Participant elects the non-recalculation method of determining life expectancy. In the case of any other Beneficiary, life expectancy will be calculated at the time payment first commences, and payments for any 12-consecutive month period will be based on such life expectancy minus the number of whole years passed since distribution first commenced.

5.10STATUTORY COMMENCEMENT OF BENEFITS

Unless a Participant otherwise elects, distribution of his or her benefit must begin no later than the 60th day after the latest of the close of the Plan Year

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in which the Participant (1) reaches the earlier of Age 65 or Normal Retirement Age; (2) reaches the 10th anniversary of the year the Participant commenced Plan participation; or (3) terminates service with the Employer. However, the failure of a Participant and the Participant’s Spouse to consent to a distribution while a benefit is immediately distributable within the meaning of Section 5.6 will be deemed to be an election to defer commencement of payment of any benefit sufficient to satisfy this Section. If this Plan provides for early retirement, a Participant who satisfies the service requirement for early retirement prior to Termination of Employment will be entitled to receive his or her Vested Aggregate Account, if any, upon satisfaction of the age requirement for early retirement.

5.11SEGREGATION OF BENEFIT BEFORE DISTRIBUTION

With respect to that portion of a Participant’s Vested Aggregate Account which the Participant is not permitted to self-direct under Section 7.15, as of the Valuation Date coinciding with or next following the date a Participant terminates employment with the Employer for any reason, the Administrator will, until a distribution is made to the Participant or the Participant’s Beneficiary under the Plan, direct the Trustee in a uniform nondiscriminatory manner to either (1) invest such Vested Aggregate Account determined as of such Valuation Date in a separate interest bearing account; or (2) leave such Vested Aggregate Account as part of the general Trust Fund, in which case such account will share in the allocation of earnings and losses under Section 3.3(a).

5.12DISTRIBUTION IN EVENT OF INCAPACITY

If any person who is entitled to receive a distribution of benefits (the “Payee”) suffers from a Disability or is under a legal incapacity, payments may be made in one or more of the following ways as directed by the Administrator: (a) to the Payee directly; (b) to the guardian or legal representative of the Payee’s person or estate; (c) to a relative of the Payee, to be expended for the Payee’s benefit; or (d) to the custodian of the Payee under any Uniform Transfers to Minors Act or under any Uniform Gifts To Minors Act. The Administrator’s determination of the minority or incapacity of any payee will be final.

5.13MISSING PARTICIPANTS AND UNCLAIMED BENEFITS

Neither the Trustee nor the Administrator will be required to search for or ascertain the whereabouts of any Participant or Beneficiary. With respect to a Participant or Beneficiary who has not claimed any benefit (the “missing payee”) to which such missing payee is entitled, and with respect to any Participant or Beneficiary who has not satisfied the administrative requirements for benefit payment, the following provisions will apply:

(a)Attempt To Contact And Forfeiture Of Benefit: The Administrator will notify a missing payee that he or she is entitled to a distribution under the Plan, by certified or registered mail addressed to the missing payee’s last known address. The Administrator, in its sole discretion, may also utilize other methods of locating a missing payee, including letter forwarding programs offered by the Internal Revenue Service or the Social Security Administration, or internet or other search services offered by the Pension Benefit Guaranty Corporation (PBGC) if such services are made available to defined contributions plans; or

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by placing public notices in a local newspaper. If a missing payee fails to make his or her whereabouts known in writing to the Trustee or Administrator or otherwise fails to claim a benefit, or the administrative requirements for benefit payment for any payee are not satisfied, upon the earlier to occur of (1) the later of the date the Plan is terminated or discontinued or six months from the date the notice was mailed or (2) the date which is two years from the date the notice was mailed, the Administrator may, but will not be required to, treat the payee’s benefit as a forfeiture, subject to paragraphs (b) and (c) below.

(b)Alternative Methods To Forfeiture: In lieu of Forfeiture under paragraph (a), the Administrator may elect one the following alternatives described below:

(1)Direct Rollover To IRA: If a Participant’s Vested Aggregate Account balance (determined before taking into account his or her Rollover Account and Voluntary Employee Contribution Account) on the date he or she terminated employment with the Employer does not exceed $5,000 (or such lesser amount as may be designated by the Administrator), the Administrator may elect to make distribution hereunder in the form of a direct rollover to an individual retirement account (IRA) if the IRA can be established by the Administrator at a qualified financial institution. In establishing the IRA on behalf of the Participant or other payee, the Administrator will select an IRA trustee, custodian or issuer unrelated to the Employer or the Administrator and will make the initial investment choices for the IRA. The default direct rollover will occur not less than 30 days and not more than 90 days after the Code §402(f) notice with the explanation of the default direct rollover is provided to the Participant or other payee.

(2)Escheat To The State: The Administrator may elect to escheat the payee’s benefit to the state in which the Sponsor’s principal place of business is located.

(3)Other Methods Of Distribution: The Administrator may elect to distribute a payee’s benefit by any other method approved by the United States Department of the Treasury and/or by the United States Department of Labor.

(c)Conditions For Restoration Of Forfeited Benefit: If a payee whose benefit has been forfeited under paragraph (a) is located, or if a payee whose benefit has been forfeited under paragraph (a) for failure to satisfy the administrative requirements for benefit payment subsequently satisfies the administrative requirements for benefit payment and claims his or her benefit, and if the Plan has not terminated (or if the Plan has, all benefits have not yet been paid), then the benefit will be restored. The Administrator, on a case-by-case basis, may elect to restore the benefit by the use of either earnings from non-segregated Trust Fund assets, or Employer contributions, or any combination thereof. However, if such missing payee has not

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been located by the time the Plan terminates and all benefits are distributed, the Forfeiture of such unpaid benefit will be irrevocable.

5.14DIRECT ROLLOVERS

A distributee may elect to have all or any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified by the distributee in a direct rollover, which is a payment by the Plan to the eligible retirement plan specified by the distributee.

(a)Eligible Rollover Distribution: An eligible rollover distribution is any distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include (1) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the distributee or for the joint lives (or joint life expectancies) of the distributee and the distributee’s designated beneficiary, or for a specified period of ten years or more; (2) any distribution to the extent such distribution is required under Code §401(a)(9); (3) the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation on Employer securities); and (4) the portion of any distribution made on or after January 1, 2000 which is attributable to a hardship distribution described in Code §401(k)(2)(B)(i)(IV).

(b)Eligible Retirement Plan: An eligible retirement plan is an individual retirement account described in Code §408(a), an individual retirement annuity described in Code §408(b), an annuity plan described in Code §403(a), or a qualified trust described in Code §401(a), that accepts the distributee’s eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving Spouse, an eligible retirement plan is an individual retirement account or individual retirement annuity.

(c)Definition Of Distributee: For purposes of this Section, a distributee includes an Employee or former Employee. In addition, an Employee’s or former Employee’s surviving Spouse and an Employee’s or former Employee’s Spouse or former Spouse who is the alternate payee under a qualified domestic relations order as defined in Code §414(p), are distributees with regard to the interest of the Spouse or former Spouse.

5.15DISTRIBUTION OF PROPERTY

The determination to pay all or a part of a lump sum in property will be made by the Administrator in its sole discretion applied in a non-discriminatory manner that does not discriminate in favor of Highly Compensated Employees; except that if this is an amended or restated Plan, the payee will have the right to elect a full or partial distribution in property within the period described in Section 9.1(a)(2) if the Plan as in effect one day prior to this amendment or restatement provided for a property distribution at the payee’s option.

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5.16FINANCIAL HARDSHIP DISTRIBUTIONS

Subject to any rules or procedures that may be established by the Administrator under paragraph (g) below, a Participant who is still an Employee may withdraw up to 100% of his or her Elective Deferral Account (excluding any earnings allocated thereto) because of financial hardship. If permitted by the rules and procedures, such Participant may also withdraw up to 100% of the Vested Interest in his or her Matching Contribution Account and/or Non-Elective Contribution Account because of financial hardship. Unless modified by the rules and procedures, hardship distributions will be made in accordance with the following provisions:

(a)Amount And Form Of Distribution: The maximum amount distributable will be based on the Participant’s Account balance as of the Valuation Date immediately preceding the date of the request, and the amount actually distributed cannot exceed the amount required to relieve the financial hardship, including amounts necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from the distribution. Distribution will only be made to the Participant in one lump sum, provided the Participant’s Spouse, if any, consents to the distribution under Section 5.8. The Administrator, on a uniform nondiscriminatory basis, will determine from which account any distribution hereunder will be made.

(b)Definition Of Financial Hardship: Financial hardship means an immediate and heavy financial need that the Participant lacks available resources to satisfy. Only the following financial needs will be considered immediate and heavy: (1) payment of medical expenses within the meaning of Code §213(d) that are incurred by the Participant, his or her Spouse or his or her children; (2) the purchase (excluding mortgage payments) of a principal residence for the Participant; (3) payment of tuition and related educational fees for the next 12 months of post-secondary education for the Participant, the Participant’s Spouse or the Participant’s children; (4) the need to prevent the eviction of the Participant from his or her principal residence or foreclosure on the mortgage of the Participant’s principal residence; (5) payment of funeral expenses for a member of the Participant’s family; or (6) any other immediate and heavy financial need of the Participant that the Administrator determines on the basis of all relevant facts and circumstances cannot be satisfied from other resources reasonably available to the Participant.

(c)Participant’s Written Representations: Except as otherwise provided in paragraph (d) below, a hardship distribution can only be made to the extent a Participant’s financial hardship cannot be satisfied from other resources reasonably available to the Participant, as determined by the Administrator on the basis of all relevant facts and circumstances. However, the Administrator may treat a distribution as necessary to satisfy a financial hardship if the Administrator, in the absence of actual knowledge to the contrary, elects to rely upon the Participant’s written representation that the financial hardship cannot be relieved (1) through reimbursement or compensation by insurance or otherwise; (2) by liquidation of the Participant’s assets, to the extent such liquidation would not itself cause a financial

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hardship; (3) by cessation of the Participant’s Elective Deferrals or Voluntary Employee Contributions to the Plan; or (4) by other distributions or nontaxable (at the time of the loan) loans from any other Employer-maintained plans or from any other employer, or by borrowing from commercial sources on reasonable commercial terms.

(d)Safe Harbor Deemed Distributions: With respect to a distribution made for one of the reasons in paragraph (b)(1), (2), (3) or (4), if the Administrator does not elect to rely upon a Participant’s written representation as set forth in paragraph (c), or if the Administrator offers to rely upon a Participant written representation and the Participant fails to provide such written representation, then any such distribution will be deemed to be necessary to satisfy a financial hardship if the Participant has obtained all distributions (other than financial hardship distributions) and all nontaxable loans currently available under all plans maintained by the Employer. Furthermore, if the Administrator offers to rely on the written representation requirements of paragraph (c) but the Participant elects not to comply with such written requirements, and if any portion of the amount distributed is from the Participant’s Elective Deferral Account, then the Participant cannot make Elective Deferrals and Voluntary Employee Contributions to this Plan or any other plan maintained by the Employer for at least 12 months after receipt of the distribution; and for the Participant’s taxable year immediately following the taxable year of the hardship distribution, the Participant cannot make Elective Deferrals to this Plan or any other plan maintained by the Employer in excess of the applicable limit under Code §402(g)(5) for such taxable year, minus the amount of such Participant’s Elective Deferrals made for the taxable year in which the financial hardship distribution was made.

(e)Order Of Distribution: If hardship distributions are permitted to be made from a Participant’s Matching Contribution Account and/or Non-Elective Contribution Account as well as from his or her Elective Deferral Account, the Administrator will determine the portion (including zero) of the distribution that will be made from each such account, provided that any such determination is made in a uniform nondiscriminatory manner.

(f)Restriction On Certain Transferred Assets: Notwithstanding any provision in this Section, no hardship distribution can be made with respect to benefits attributable to assets (including post-transfer earnings thereon) and liabilities that are transferred, within the meaning of Code §414(1), to this Plan from a money purchase pension plan or target benefit pension plan qualified under Code §401(a) (other than any portion of those assets and liabilities that are attributable to Voluntary Employee Contributions).

(g)Establishment Of Administrative Procedures: The Administrator may, in a separate written document, establish rules or procedures regarding hardship distributions under this Section. Such separate written document, when properly executed, will be deemed

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incorporated in this Plan. The rules or procedures set forth therein may be modified or amended by the Administrator without the necessity of amending this Section of the Plan, but any such modifications must be communicated to Participants in the manner described in Section 8.9. Notwithstanding the foregoing, (1) a summary plan description or summary of material modifications thereto in which the rules or procedures regarding the making of hardship distributions are described will be considered a separate written document sufficient to satisfy the requirements (including the execution requirement) of this paragraph; and (2) any such rules or procedures that are established under this paragraph must be applied in a uniform nondiscriminatory manner.

5.17IN-SERVICE DISTRIBUTIONS

Except as may otherwise be permitted under Section 4.2, no distributions are permitted before a Participant terminates employment with the Employer.

5.18DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS

Elective Deferrals that exceed the Code §402(g)(5) dollar limitation will be deemed Excess Elective Deferrals, and all Excess Elective Deferrals, plus any income and minus any loss allocable thereto, will be distributed no later than April 15th to any Participant to whose account Excess Elective Deferrals were allocated for the preceding year and who claims Excess Elective Deferrals for such taxable year. Distribution of Excess Elective Deferrals will be made in accordance with the following provisions:

(a)Assignment Of Excess Elective Deferrals: A Participant may assign to this Plan any Excess Elective Deferrals made during a taxable year of the Participant by notifying the Administrator on or before April 15^th of the amount of the Excess Elective Deferrals to be assigned to the Plan. A Participant will be deemed to notify the Administrator of any Excess Elective Deferrals that arise by taking into account only those Elective Deferrals made to this Plan and any other plans of the Employer.

(b)Treatment As Annual Additions: Excess Elective Deferrals will be treated as Annual Additions under Section 6.1 of the Plan unless such amounts are distributed no later than the first April 15^th following the close of the Participant’s taxable year. Excess Elective Deferrals that are distributed after April 15th are includible in the Participant’s gross income in the taxable year in which deferred and the taxable year in which distributed.

(c)Determination Of Income Or Loss: Excess Elective Deferrals will be adjusted for any income or loss up to the end of the Participant’s taxable year and, at the discretion of the Administrator, may be adjusted for income or loss up to the date of distribution. The period between the end of the Participant’s taxable year and the date of distribution will be referred to as the gap period, and any income earned therein will be allocated at the discretion of the Administrator applied consistently to all Participants and to all corrective distributions for the taxable year. The income or loss allocable to a

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Participant’s Excess Elective Deferrals will be the amount determined by either the method in subparagraph (1) or subparagraph (2) below plus, if applicable the amount determined in subparagraph (3) below;

(1)The amount determined by multiplying the income or loss allocable to the Participant’s Elective Deferrals for the taxable year (and the gap period) by a fraction, the numerator of which is the Participant’s Excess Elective Deferrals for the year and the denominator of which is (A) the Participant’s Elective Deferral Account balance as of the beginning of the Participant’s taxable year plus any Elective Deferrals allocated to the Participant’s Elective Deferral Account during such taxable year and the gap period, or (B) solely with respect to taxable years beginning before January 1, 1992, the Participant’s Elective Deferral Account balance as of the end of the Participant’s taxable year, reduced by any gain and increased by any loss allocable thereto during the taxable year; or

(2)The amount determined by any reasonable method of allocating income or loss to Excess Elective Deferrals for the taxable year and for the gap period provided the method used is the same method used by this Plan for allocating income or losses to Participant’s Accounts; and

(3)10% of the amount determined under (1) multiplied by the number of whole months between the end of the Participant’s taxable year and the distribution date, counting the month of distribution if it occurs after the 15th of such month.

(d)Source Of Distribution: Distribution of Excess Elective Deferrals will be taken from a Participant’s investment options based on rules established by the Administrator.

5.19DISTRIBUTION OF EXCESS CONTRIBUTIONS

Excess Contributions, plus any income and minus any loss allocable thereto, will be distributed no later than the last day of each Plan Year to Participants to whose accounts such Excess Contributions were allocated for the preceding Plan Year. The amount of Excess Contributions to be distributed to a Participant under this Section will be reduced by any Excess Elective Deferrals previously distributed to the Participant under Section 5.18 for the Participant’s taxable year ending with or within the Plan Year. Distribution of Excess Contributions will be made in accordance with the following provisions:

(a)Allocation To Highly Compensated Employees: Excess Contributions will be allocated to the Highly Compensated Employees with the largest amounts of Employer contributions taken into account in calculating the ADP Test for the year in which the Excess Contributions arose, beginning with the HCE with the largest amount of such Employer contributions and continuing in descending order until all the Excess Contributions have been allocated. For purposes of the preceding sentence, the “largest amount” is determined after

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distribution of any Excess Deferrals. If excess amounts are distributed more than 2¹/₂ months after the last day of the Plan Year in which they arose, a 10% excise tax will be imposed on the Employer. Excess Contributions will be treated as Annual Additions pursuant to Section 6.1.

(b)Determination Of Income Or Loss: Excess Contributions will be adjusted for any income or loss up to the end of the Plan Year and, at the discretion of the Administrator, may be adjusted for income or loss up to the date of distribution. The period, if any, between the end of the Plan Year and the date of distribution will be referred to as gap period, and any income earned therein will be allocated at the Administrator’s discretion applied consistently to all Participants and to all corrective distributions made for the Plan Year. The income or loss allocable to each Participant’s Excess Contributions will be the amount determined by either the method in subparagraph (1) or subparagraph (2) plus, if applicable, the amount determined under subparagraph (3), as follows:

(1)The amount determined by multiplying the income or loss allocable to the Participant’s Elective Deferrals (and, if applicable, QNECs or QMACs, or both) for the Plan Year (and the gap period, if applicable) by a fraction, the numerator of which is the Participant’s Excess Contributions for the year and the denominator of which is (A) the Participant’s Elective Deferral Account balance (and QNECs or QMACs, or both, if any of such contributions are used in the ADP test) as of the beginning of the Plan Year plus any Elective Deferrals (and QNECs or QMACs, or both, if any of such contributions are included in the ADP test) allocated to the Participant during such Plan Year and the gap period, if applicable, or (B) solely with respect to Plan Years beginning before January 1, 1992, the Participant’s Elective Deferral Account balance (and QNECs or QMACs or both, if any such contributions are included in the ADP Test) as of the end of the Plan Year reduced by any gain and increased by any loss allocable thereto during the Plan Year; or

(2)The amount determined by any reasonable method of allocating income or loss to the Participant’s Elective Deferrals (and if applicable, QNECs or QMACS, or both) for the Plan Year and for the gap period provided the method used is the same method used for allocating income or losses to Participants’ Accounts; and

(3)10% of the amount determined under (1) multiplied by the number of whole months between the end of the Plan Year and the distribution date, counting the month of distribution if it occurs after the 15th of such month.

(c)Accounting For Excess Contributions: Excess Contributions will be distributed from the Participant’s Elective Deferral Account and Qualified Matching Contribution Account in proportion to the

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Participant’s Elective Deferrals and Qualified Matching Contributions (to the extent used in the ADP Test) for the Plan Year. Excess Contributions will be distributed from the Participant’s Qualified Non-Elective Contribution Account only to the extent the Excess Contributions exceed the balance in the Participant’s Elective Deferral Account and Qualified Matching Contribution Account.

(d)Source Of Distribution: Distribution of Excess Contributions will be taken from a Participant’s investment options based on rules established by the Administrator.

5.20DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS

All Excess Aggregate Contributions (plus any income and minus any loss allocable thereto) which are not Vested will be used to reduce Employer contributions for the current Plan Year or a future Plan Year. All Excess Aggregate Contributions (plus any income and minus any loss allocable thereto) which are Vested will be distributed no later than the last day of each Plan Year to Participants to whose Accounts Excess Aggregate Contributions were allocated for the preceding Plan Year. Distribution of Excess Aggregate Contributions will be made in accordance with the following provisions:

(a)Allocation To Highly Compensated Employees: Excess Aggregate Contributions will be allocated to the HCEs with the largest Contribution Percentage Amounts taken into account in calculating the ACP Test for the year in which the Excess Aggregate Contributions arose, beginning with the HCE with the largest amount of such Contribution Percentage Amounts and continuing in descending order until all the Excess Aggregate Contributions have been allocated. For purposes of the preceding sentence, the “largest amount” is determined after distribution of any Excess Contributions.

(b)Excise Tax On Certain Distributions: If Excess Aggregate Contributions are distributed more than 2¹/₂ months after the last day of the Plan Year in which they arose, a 10% excise tax will be imposed on the Employer with respect to those amounts.

(c)Treatment As Annual Additions: Excess Aggregate Contributions will be treated as Annual Additions under Section 6.1.

(d)Forfeiture Of Certain Matching Contributions: Any Matching Contributions made on behalf of an Employee which are attributable to Excess Aggregate Contributions will be treated as Forfeitures and will be used in the manner described in Section 3.4(c).

(e)Determination Of Income: Excess Aggregate Contributions will be adjusted for any income or loss up to the end of the Plan Year and, at the discretion of the Administrator, may be adjusted for income or loss up to the date of distribution. The period between the end of the Plan Year and the date of distribution will be referred to as the gap period, and any income earned during the gap period will be allocated at the discretion of the Administrator applied consistently to all Participants and to all corrective distributions for the Plan Year. The

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income or loss allocable to a Participant’s Excess Aggregate Contributions will be the amount determined by either the method in subparagraph (1) or subparagraph (2) plus, if applicable, the amount determined under subparagraph (3):

(1)The amount determined by multiplying the income or loss allocable to the Participant’s Voluntary Employee Contributions, Matching Contributions (if not used in the ADP Test), Qualified Non-Elective Contributions and, to the extent applicable, Elective Deferrals for the Plan Year (and the gap period, if applicable) by a fraction, the numerator of which is such Participant’s Excess Aggregate Contributions for the year and the denominator of which is (A) the Participant’s Account balance(s) attributable to Contribution Percentage Amounts as of the beginning of the Plan Year, plus any additional amounts attributable to Contribution Percentage Amounts allocated to the Participant during such Plan Year and the gap period, if applicable, or (B) solely with respect to Plan Years beginning before January 1, 1992, the Participant’s Account balance attributable to Contribution Percentage Amounts as of the end of the Plan Year, reduced by any gain and increased by any loss allocable thereto during the Plan Year; or

(2)The amount determined by any reasonable method of allocating income or loss to the Participant’s Voluntary Contributions, Matching Contributions and Qualified Non-Elective Contribution for the Plan Year and for the gap period, if applicable, provided the method used is the same one used for allocating income or losses to Participants’ Accounts; and

(3)10% of the amount determined under (1) multiplied by the number of whole months between the end of the Plan Year and the distribution date, counting the month of distribution if it occurs after the 15th of such month.

(f)Accounting For Excess Aggregate Contributions: Excess Aggregate Contributions will be forfeited if forfeitable, or will be distributed on a pro-rata basis from the Participant’s Voluntary Employee Contribution Account, Matching Contribution Account and Qualified Matching Contribution Account, and if applicable, from the Qualified Non-Elective Contribution Account or Elective Deferral Account, or from both.

(g)Source Of Distribution: Distribution of Excess Aggregate Contributions will be taken from a Participant’s investment options based on rules established by the Administrator.

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5.21ELIMINATION OF CERTAIN FORMS OF PAYMENT

The form or forms of distribution described in Section 5.1, 5.3 and 5.4 are intended to satisfy the requirements of regulation §1.411(d)-4, Q&A-2(e). Accordingly, the form or forms of distribution described therein are intended to be the only form or forms of distribution permitted under this Plan, and subject to the provisions of Section 9.1(a)(2), any other form of distribution permitted by the Plan on December 31, 1999 is eliminated.

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ARTICLE 6

CODE §415 LIMITATIONS

6.1MAXIMUM ANNUAL ADDITION

The maximum Annual Addition as defined in paragraph (c) below made to a Participant’s various accounts maintained under the Plan for any Limitation Year beginning after December 31, 1986 will not exceed the lesser of the Dollar Limitation set forth in paragraph (a) or the Compensation Limitation set forth in paragraph (b), as follows:

(a)Dollar Limitation: For Limitation Years beginning after December 31, 1994, the Dollar Limitation is $30,000 as annually adjusted pursuant to Code §415(d).

(b)Compensation Limitation: The Compensation Limitation is equal to 25% of the Participant’s Section 415 Compensation for the Limitation Year. This limitation will not apply to any contribution made for medical benefits within the meaning of Code §419A(f)(2) after separation from service which is otherwise treated as an Annual Addition or to any amount treated as an Annual Addition under Code §415(l)(1)

(c)Annual Additions: The term Annual Additions means the sum of the following amounts credited to a Participant’s Account for the Limitation Year: (1) Employer contributions; (2) Employee contributions; (3) Forfeitures; (4) amounts allocated after March 31, 1984 to an individual medical account, as defined in Code §415(l) (2), which is part of a pension or annuity plan maintained by the Employer; and (5) amounts derived from contributions paid or accrued after December 31, 1985, in taxable years ending after such date, attributable to post-retirement medical benefits, allocated to the separate account of a key employee, as defined in Code §419A(d)(3), under a welfare fund, as defined in Code §419(e), maintained by the Employer. Annual Additions do not include a Participant’s rollovers, loan repayments, repayments of prior Plan distributions or prior distributions of mandatory contributions, direct transfers of contributions from another plan to this Plan, deductible contributions to a SEP, or voluntary deductible contributions.

6.2ADJUSTMENTS TO MAXIMUM ANNUAL ADDITION

In applying the limitation on Annual Additions set forth in Section 6.1, the following adjustments must be made to the limitation:

(a)Short Limitation Year: In a Limitation Year of less than 12 months, the Defined Contribution Dollar Limitation in Section 6.1(a) will be adjusted by multiplying it by the ratio that the number of months in the short limitation Year bears to 12.

(b)Multiple Defined Contribution Plans: If a Participant participates in multiple defined contribution plans sponsored by the Employer which have different Anniversary Dates, the maximum Annual Addition in this Plan for the Limitation Year will be reduced by the Annual Additions credited to the Participant’s accounts in the other

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defined contribution plans in the Limitation Year. If a Participant participates in multiple defined contribution plans sponsored by the Employer which have the same Anniversary Date, (1) if only one of the plans is subject to Code §412, Annual Additions will first be credited to the Participant’s account in the plan subject to Code §412; and (2) if more than one of the plans is subject to Code §412, the maximum Annual Addition in this Plan for a given Limitation Year will be equal to the product of the maximum Annual Addition for such Limitation Year minus any other Annual Additions previously credited to the Participant’s account under clause (1), multiplied by the ratio the Annual Additions which would be credited to a Participant’s accounts hereunder without regard to the limitations in Section 6.1 bears to the Annual Additions for all plans described in this clause (2).

6.3MULTIPLE PLANS AND MULTIPLE EMPLOYERS

All defined benefit plans (whether terminated or not) of the Employer will be treated as one defined benefit plan, and all defined contribution plans (whether terminated or not) of the Employer will be treated as one defined contribution plan. In addition, all Affiliated Employers will be considered a single employer.

6.4ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS

If for any Limitation Year the Annual Additions allocated to a Participant’s Account exceeds the maximum amount permitted under Section 6.1 above because of an allocation of Forfeitures, a reasonable error in estimating a Participant’s Compensation, a reasonable error in determining the amount of elective contributions (within the meaning of Code §402(g)(3)), or because of other limited facts and circumstances that the Commissioner finds justify the availability of the rules set forth in this Section, then such Participant’s Account will be adjusted in accordance with the following provisions in order to reduce the excess Annual Additions:

(a)Return Of Employee Contributions: First, Voluntary Employee Contributions, if any, and second, the amount of elective deferrals end corresponding Employer matching contributions, if any, to the extent that they would reduce the excess amount, will be calculated. Such elective deferrals and Voluntary Employee Contributions plus attributable earnings, will be returned to the Participant. Any Employer matching contribution amount will be applied as described in (b) or (c) below, depending on whether the Participant is covered by the Plan at the end of the Limitation Year.

(b)Excess Used To Reduce Employer Contributions If Participant Is Still Covered By The Plan: If, after the application of paragraph (a), an excess amount still exists and the Participant is covered by the Plan at the end of the Limitation Year, the excess amount in the Participant’s Account plus applicable earnings thereon, if any, will be used to reduce Employer contributions (including any allocation of Forfeitures) for such Participant in the next Limitation Year, and in each succeeding Limitation Year if necessary.

(c)Excess Used To Reduce Employer Contributions If Participant Is Not Covered By The Plan: If, after the application of paragraph (a), an

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excess amount still exists and the Participant is not covered by the Plan at the end of a Limitation Year, the excess amount, plus applicable earnings thereon, if any, will be held unallocated in a suspense account. The suspense account will be applied to reduce future Employer contributions (including the allocation of any Forfeitures) for all remaining Participants in the next Limitation Year, and in each succeeding Limitation Year if necessary.

(d)Suspense Account: If a suspense account is in existence at any time during a Limitation Year pursuant to this Section, such suspense account will not participate in the allocation of the Trust’s investment gains and losses. If a suspense account is in existence at any time during a particular Limitation Year, all amounts in the suspense account must be allocated and reallocated to Participants’ Accounts before any Employer Contributions or any Employee contributions may be made to the Plan for that Limitation Year. Excess amounts may not be distributed to Participants or former Participants.

6.5MULTIPLE PLAN REDUCTION

For Limitation Years beginning before January 1, 2000, if an Employee is, or has been, a Participant in one or more Employer-sponsored defined benefit plans and in one or more Employer-sponsored defined contribution plans, the sum of the defined benefit plan fraction and the defined contribution plan fraction for any Limitation Year may not exceed 1.0, determined in accordance with the following provisions:

(a)Defined Benefit Fraction: The defined benefit fraction has as its numerator the Participant’s Projected Annual Benefits determined as of the close of the Limitation Year and has as its denominator the lesser of 125% of the dollar limitation for the Limitation Year determined under Code §415(b) and §415(d), or 140% of the amount which may be taken into account under Code §4l5(b)(1)(B) for such Limitation Year. However, with respect to anyone who was a Participant as of the first day of the first Limitation Year beginning after December 31, 1987, in one or more defined benefit plans maintained by the Employer which were in existence on May 6, 1986, the denominator of the defined benefit fraction will not be less than 125% of the Current Accrued Benefit.

(b)Definitions: The term Projected Annual Benefits means the annual benefits payable to a Participant under all defined benefit plans (whether terminated or not) of the Employer as determined under regulation §1.415-7(b)(3); and the term Current Accrued Benefit means a Participant’s accrued benefit under a defined benefit plan, determined as if the Participant had separated from service as of the close of the last Limitation Year beginning before January 1, 1987, when expressed as an annual benefit within the meaning of Code §415(b)(2). In determining a Participant’s Current Accrued Benefit, the Administrator will disregard any changes to the Plan after May 5, 1986, and any cost of living adjustment after May 5, 1986. The Current Accrued Benefit will only be used as set forth above if the defined benefit plans individually and in the aggregate satisfied the

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requirements of Code §415 for all Limitation Years beginning before January 1, 1987.

(c)Defined Contribution Fraction: The defined contribution fraction has as its numerator the sum of the Annual Additions to the Participant’s Account under all the defined contribution plans (whether terminated or not) maintained by the Employer for the current Limitation Year and all prior Limitation Years (including the Annual Additions attributable to the Participant’s non-deductible contributions to all Employer maintained defined benefit plans, whether terminated or not, and the Annual Additions attributable to all welfare benefit funds, as defined in Code §419(e), and individual medical accounts, as defined in Code §415(I)(a) maintained by the Employer), and has as its denominator the sum of the maximum aggregate amounts for the current Limitation Year and all prior Limitation Years the Employee was employed by the Employer (regardless of whether a defined contribution plan was maintained by the Employer). The maximum permissible aggregate amount in any Limitation Year is the lesser of (1) 125% of the dollar limitation in effect in Code §415(c)(1)(A) for such Limitation Year determined without regard to Code §415(c)(6) and adjusted per regulation §1.415-7(d)(1) and Notice 83-10, or (2) 35% of the Participant’s Section 415 Compensation.

(d)Transition Rule For Denominator: For defined contribution plans in effect on or before July 1, 1982, the Administrator may elect for any Limitation Year ending after December 31, 1982 that the denominator be the product of the denominator for the Limitation Year ending in1982 determined under the law in effect for such Limitation Year, multiplied by the Transition Fraction, which is a fraction which has as its numerator the lesser of $51,875 or 1.4 multiplied by 25% of the Participant’s Section 415 Compensation for the Plan Year ending in1981, and which has as its denominator the lesser of $41,500 or 25% of the Participant’s Section 415 Compensation for the Plan Year ending in 1981. In any Top Heavy Limitation Year, $41,500 will be substituted for $51,875 in determining the Transition Fraction unless the Extra Minimum Allocation is being provided in Section 3.5. In a Super Top Heavy Plan Year, $41,500 will always be substituted for $51,875.

(e)Adjustment Of Fraction: If an Employee was a Participant as of the end of the first day of the first Limitation Year beginning after December 31, 1986 in one or more defined contribution plans maintained by the Employer which were in existence on May 6, 1986, the numerator of the defined contribution fraction will be adjusted if the sum of such defined contribution fraction and the defined benefit fraction would otherwise exceed 1.0 under the terms of this Plan. Under the adjustment, an amount equal to the product of the excess of the sum of the defined benefit fraction and the defined contribution fraction over 1.0 multiplied by the denominator of the defined contribution fraction will be permanently subtracted from the numerator of the defined contribution fraction. The adjustment will be calculated using the fractions as they would be computed as of

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the end of the last Limitation Year beginning before January 1, 1987, disregarding any changes in the terms and conditions of the Plan made after May 5, 1986, but using the Code §415 limitation applicable to the first Limitation Year beginning on or after January 1, 1987.

(f)Top Heavy Adjustments: In any Top Heavy Limitation Year, 100% will be substituted for 125% in paragraphs (a) and (c) unless an eligible Non-Key Employee (1) is being provided a 7.5% allocation under Section 3.5(d); or (2) is being provided a retirement benefit under a defined benefit plan equal to 3% of average monthly Code §415 Compensation. However, in any Super Top Heavy Limitation Year (which means the Top Heavy Ratio exceeds 90% for that Limitation Year), 100% will be substituted for 125% in any event. If the 100% limitation is exceeded for any Participant in any Limitation Year, then (1) the Participant’s accrued benefit in the defined benefit plan will not be increased; (2) no Annual Additions may be credited to the Participant’s accounts under this Plan; and (3) the Participant may not make any contributions, whether voluntary or mandatory, to this Plan or any other Employer-sponsored qualified plan.

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ARTICLE 7
DUTIES OF THE TRUSTEE

7.1APPOINTMENT, RESIGNATION, REMOVAL AND SUCCESSION

The Plan will have one or more individual Trustees, a corporate Trustee or any combination thereof appointed as follows:

(a)Appointment Of Trustee: Each Trustee will be appointed by the Sponsor and will serve until its successor has been named or until such Trustee’s resignation, death, incapacity, or removal, in which event the Employer will name a successor Trustee. The term Trustee will include the original and any successor Trustees.

(b)Resignation Of Trustee: A Trustee may resign by giving 30 days written notice in advance to the Sponsor, unless such notice is waived by the Sponsor. The Sponsor may remove a Trustee any time, with or without cause, by giving written notice of the removal to the Trustee. Unless waived in writing by the Sponsor, if any Trustee who is an Employee, a Self-Employed Individual or an Owner-Employee resigns or terminates employment with, or ownership of, the Sponsor or an Adopting Employer for any reason, such termination will constitute an immediate resignation as a Trustee of the Plan.

(c)Successor Trustee; Each successor Trustee will succeed to title to the Trust by filing a written acceptance of appointment with the former Trustee and the Sponsor. The former Trustee, upon receipt of such acceptance, will execute all documents and perform all acts necessary to vest the Trust Fund’s title of record in any successor Trustee. No successor Trustee will be personally liable for any act or failure to act of any predecessor Trustee.

(d)Merger Of Corporate Trustee: If any corporate Trustee, before or after qualification, changes its name, consolidates or merges with another corporation, or otherwise reorganizes, any resulting corporation which succeeds to the fiduciary business of such Trustee will become a Trustee hereunder in lieu of such corporate Trustee.

7.2INVESTMENT ALTERNATIVES OF THE TRUSTEE

The Trustees will implement an investment program based on the Employer’s investment objectives and the Employee Retirement Income Security Act. In addition to powers given by law, the Trustees may engage in the following investment activities on behalf of the Trust:

(a)Property: The Trustee may invest assets in any form of property, including common and preferred stocks, exchange covered call options, bonds, money market instruments, mutual funds, savings accounts, certificates of deposit, Treasury bills, insurance policies and contracts, or in any other property, real or personal, foreign or domestic, having a ready market including securities issued by an institutional Trustee and/or affiliate of the institutional Trustee. An institutional Trustee may invest in its own deposits if such deposits bear a reasonable interest rate. The Trustee may retain, manage, operate, repair, improve and mortgage or lease for any period on

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such terms as it deems proper any real estate or personal property held by the Trustee, including the power to demolish any building or other improvements in whole or part. The Trustee may erect buildings or other improvements, make leases that extend beyond the term of this Trust, and foreclose, extend, renew, assign, release or partially release and discharge mortgages or other liens.

(b)Pooled Funds And Common Trusts: If the Sponsor maintains more than one qualified retirement plan, the assets of two or more of such plans may be maintained by the Trustee in a single trust established by the Sponsor. In addition, the Trustee may transfer any Trust assets to a collective trust established to permit the pooling of funds of separate pension and profit-sharing trusts provided the Internal Revenue Service has ruled such collective trust to be qualified under Code §401(a) and exempt under Code §501(a) (or under the applicable corresponding provision of any other Revenue Act) or to any other common, collective, or commingled trust fund which has been or may hereafter be established and maintained by the Trustee and/or affiliates of an institutional Trustee. Such commingling of assets of the Fund with assets of other qualified trusts is specifically authorized, and to the extent of the investment of the Trust Fund in such a group or collective trust, the terms of the instrument establishing the group or collective trust will be a part hereof as though set forth herein.

(c)Employer Stock: The Trustee may invest assets in the common stock, debt obligations, or any other security issued by the Employer within the limitations provided under ERISA §406, §407 and §408 if such investment does not constitute a prohibited transaction under Code §4975. Any such investment will only be made upon written direction of the Employer, which will be solely responsible for its propriety.

(d)Cash Reserves: The Trustee may retain in cash such Trust Fund assets as the Trustee may deem advisable to satisfy the liquidity needs of the Plan and to deposit any cash held in the Trust Fund in a bank account without liability for the highest rate of interest available. If a bank is acting as Trustee, such Trustee is specifically given authority to invest in deposits of such Trustee. The Trustee may also hold cash uninvested at any time and from time to time and in such amount or to such extent as the Trustee deems prudent, and the Trustee will not be liable for any losses that may be incurred as the result of the failure to invest same, except to the extent provided herein or in ERISA.

(e)Reorganizations, Recapitalizations, Consolidations, Sales Or Mergers: The Trustee may join in or oppose the reorganization, recapitalization, consolidation, sale or merger of corporations or properties, upon such terms as the Trustee deems wise.

(f)Registration of Securities: The Trustee may cause any securities or other property to be registered in the Trustee’s own name or in the name of the Trustee’s nominee or nominees, and may hold any investments in bearer form, but the records of the Trustee will at all times show all such investments as part of the Trust Fund.

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(g)Proxies: The Trustee may vote proxies and if appropriate pass them on to any investment manager which may have directed the investment in the equity giving rise to the proxy.

(h)Ownership Rights: The Trustee may exercise all ownership rights with respect to any assets held in the Trust Fund.

(i)Other Investments: The Trustee may accept and retain for such time as the Trustee deems advisable any securities or other property received or acquired as Trustee, whether or not such securities or property would normally be purchased as investments hereunder.

(j)Key Man Insurance: The Trustee, with the consent of the Administrator, may purchase insurance Policies on the life of any Participant whose employment is deemed to be key to the Employer’s financial success. Such key man Policies will be deemed to be an investment of the Trust Fund and will be payable to the Trust Fund as the beneficiary thereof. The Trustee may exercise any and all rights granted under such Policies. Neither the Trustee, Employer, Administrator, nor any Fiduciary will be responsible for the validity of any Policy or the failure of any insurer to make payments thereunder, or for the action of any person which delays payment or renders a Policy void in whole or in part. No insurer that issues a Policy will be deemed a party to this Plan for any purpose or to be responsible for its validity; nor will it be required to look into the terms of the Plan nor to question any action of the Trustee. The obligations of the insurer will be determined solely by the Policy’s terms and any other written agreements between it and the Trustee. The insurer will act only at the written direction of the Trustee, and will be discharged from all liability with respect to any amount paid to the Trustee. The insurer will not be obligated to see that any money paid by it to the Trustee or any other person is properly distributed or applied.

(k)Loans To The Trust: The Trustee may borrow or raise money for purposes of the Plan in such amounts, and upon such terms and conditions, as the Trustee deems advisable; and for any sum so borrowed, the Trustee may issue a promissory note as Trustee, and secure repayment of the loan by pledging all, or any part, of the Trust Fund as collateral. No person lending money to the Trustee will be bound to see to the application of the money lent or to inquire into the validity or propriety of any borrowing.

(l)Agreements With Banks: The Trustee may with the consent of the Sponsor and upon such terms as they deem necessary, enter into an agreement with a bank or trust company providing for the deposit of all or part of the Trust assets with such bank or trust company, and the appointment of such bank or trust company as the agent or custodian of the Trustees for investment purposes, with such discretion in investing and reinvesting the funds of the Trust as the Trustees deem it necessary or desirable to delegate.

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(m)Litigation: The Trustee may begin, maintain, or defend any litigation necessary in connection with the administration of the Plan, except that the Trustee will not be obliged or required to do so unless indemnified to its satisfaction.

(n)Claims, Debts or Damages: The Trustee may settle, compromise, or submit to arbitration any claims, debts, or damages due or owing to or from the Plan.

(o)Margin Accounts, Options And Commodities Trading: The Trustee may engage in the following activities: borrowing on margin, buying options, writing covered options, options spreads/straddles, and future/commodities trading.

(p)Miscellaneous: The Trustee may do all such acts (including, but not limited to, margin trading and futures and commodities trading) and exercise all such rights, although not specifically mentioned herein, as the Trustee deems necessary. The Trustee will not be restricted to securities or other property of the character expressly authorized by applicable law for trust investments, provided the Trustee discharges its duties with the care, skill, prudence, and diligence, under the circumstances then prevailing, that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of similar character and with similar aims by diversifying the investments to minimize the risks of large losses unless under the circumstances it is clearly prudent not to do so.

7.3VALUATION OF THE TRUST FUND

On each Valuation Date, the Trustee will determine the net worth of the Trust Fund. The fair market value of securities listed on a registered stock exchange will be the prices at which they were last traded on such exchange preceding the close of business on the Valuation Date. If the securities were not traded on the Valuation Date, or if the exchange on which they are traded was not open for business on the Valuation Date, then the securities will be valued at the prices at which they were last traded prior to the Valuation Date. Any unlisted security will be valued at its bid price next preceding the close of business on the Valuation Date, which bid price will be obtained from a registered broker or an investment banker. To determine the fair market value of assets other than securities for which trading or bid prices can be obtained, the Trustee may use any reasonable method to determine the value of such assets, or may elect to employ one or more appraisers for that purpose and rely on the values established by such appraiser or appraisers.

7.4COMPENSATION AND EXPENSES

The Trustee, either from the Trust Fund or from the Employer, will be reimbursed for all of its expenses and will be paid reasonable compensation as agreed upon from time to time with the Employer; but no person who receives full-time pay from the Employer will receive any fees for services to the Plan as Trustee or in any other capacity. Expenses will be paid by each Adopting Employer in the ratio that each Adopting Employer’s Participants’ Accounts bears to the total of all the Participants’ Accounts maintained by this Plan.

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7.5PAYMENTS FROM THE TRUST FUND

The Trustee will pay Plan benefits and other payments as the Administrator directs, and except as provided by ERISA, the Trustee will not be responsible for the propriety of such payments. Any payment made to a Participant, or a Participant’s legal representative or Beneficiary in accordance with the terms of the Plan will, to the extent of such payment, be in full satisfaction of all claims arising against the Trust, the Trustee, the Employer, and the Administrator. Any payment or distribution made from the Trust is contingent on the recipient executing a receipt and release acceptable to the Trustee, Administrator, or Employer.

7.6PAYMENT OF TAXES

The Trustee will pay all taxes of the Trust Fund, including property, income, transfer and other taxes which may be levied or assessed upon or in respect of the Trust Fund or any money, property or securities forming a part of the Trust Fund. The Trustee may withhold from distributions to any payee such sum as the Trustee may reasonably estimate as necessary to cover federal and state taxes for which the Trustee may be liable, which are, or may be, assessed with regard to the amount distributable to such payee. Prior to making any payment, the Trustee may require such releases or other documents from any lawful taxing authority and may require such indemnity from any payee or distributee as the Trustee deems necessary.

7.7ACCOUNTS, RECORDS AND REPORTS

The Trustee will keep accurate records reflecting its administration of the Trust Fund and will make them available to the Administrator for review and audit. At the request of the Administrator, the Trustee will, within 90 days of such request, file with the Administrator an accounting of its administration of the Trust Fund during such period or periods as the Administrator determines. The Administrator will review the accounting and notify the Trustee within 90 days if the report is disapproved, providing the Trustee with a written description of the items in question. The Trustee will have 60 days to provide the Administrator with a written explanation of the items in question. If the Administrator again disapproves of the report, the Trustee will file its accounting in a court of competent jurisdiction for audit and adjudication.

7.8EMPLOYMENT OF AGENTS AND COUNSEL

The Trustee may employ such agents, counsel, consultants, or service companies as it deems necessary and may pay their reasonable expenses and compensation. The Trustee will not be liable for any action taken or omitted by the Trustee in good faith pursuant to the advice of such agents and counsel. Any agent, counsel, consultant, service company and/or its successors will exercise no discretionary authority over investments or the disposition of Trust assets, and their services and duties will be ministerial only and will be to provide the Plan with those things required by law or by the terms of the Plan without in any way exercising any fiduciary authority or responsibility under the Plan. The duties of a third party administrator will be to safe-keep the individual records for all Participants and to prepare all required actuarial services and disclosure forms under the supervision of the Administrator and any Fiduciaries of the Plan. It is expressly stated that the third party administrator’s services are only ministerial in nature

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and that under no circumstances will such third party administrator exercise any discretionary authority whatsoever over Plan Participants, Plan investments, or Plan benefits.

7.9DIVISION OF DUTIES AND INDEMNIFICATION

The division of duties and the indemnification of the Trustee of this Plan will be governed by the following provisions:

(a)No Guarantee Against Loss: The Trustee will have the authority and discretion to manage and control the Trust Fund to the extent provided in this instrument, but does not guarantee the Fund in any manner against investment loss or depreciation in asset value, or guarantee the adequacy of the Fund to meet and discharge all or any liabilities of the Plan. Furthermore, the Trustee will not be liable for the making, retention or sale of any investment or reinvestment made by it, as herein provided, or for any loss to or diminution of the Fund, or for any other loss or damage which may result from the discharge of its duties hereunder, except to the extent it is judicially determined that the Trustee failed to exercise the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of like character and like aims.

(b)Representations Of The Sponsor: The Sponsor warrants that all directions issued to the Trustee by it or the Plan Administrator will be in accordance with the terms of the Plan and not contrary to the provisions of the Employee Retirement Income Security Act of 1974 and the regulations issued thereunder.

(c)Directions By Others: The Trustee will not be answerable for any action taken pursuant to any direction, consent, certificate, or other paper or document on the belief that the same is genuine and signed by the proper person. All directions by the Employer, a Participant or the Plan Administrator will be in writing. The Plan Administrator will deliver to the Trustee certificates evidencing the individual or individuals authorized to act as the Administrator and will deliver to the Trustee specimens of their signatures.

(d)Duties And Obligations Limited By The Plan: The duties and obligations of the Trustee will be limited to those expressly imposed upon it by this Plan or subsequently agreed upon by the parties. Responsibility for administrative duties required under the Plan or applicable law not expressly imposed upon or agreed to by the Trustee, will rest solely with the Sponsor and with the Administrator.

(e)Indemnification Of Trustee: The Trustee will be indemnified and saved harmless by the Employer against any and all liability to which the Trustee may be subjected, including all expenses reasonably incurred in its defense, for any action or failure to act resulting from compliance with the Employer’s instructions, the Employer’s employees or agents, the Administrator, or any other Plan Fiduciary, and for any liability arising from the actions or non-actions of any predecessor Trustees or Plan Fiduciary.

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(f)Trustee Not Responsible For Application Of Payments: The Trustee will not be responsible in any way for the application of any payments it is directed to make or for the adequacy of the Fund to meet and discharge any and all liabilities under the Plan.

(g)Multiple Trustees: If more than one Trustee is appointed, any single Trustee may act independently in undertaking any act and/or transaction on behalf of the Trust unless the Trustees have agreed by a majority vote that a particular action, including signing documents or checks, must be approved by a majority vote before it can be undertaken.

(h)Limitation Of Liability: No Trustee will be liable for the act of any other Trustee or Fiduciary unless the Trustee has knowledge of such act.

(i)Trustee As Participant Or Beneficiary: Trustee will not be prevented from receiving any benefits to which it may be entitled as a Participant or Beneficiary in the Plan, so long as the benefits are computed and paid on a basis that is consistent with the terms of the Plan as applied to all other Participants and Beneficiaries.

(j)No Self-Dealing: The Trustee will not (1) deal with the assets of the Trust Fund in its own interest or for its own account; (2) in its individual or in any other capacity, act in any transaction involving the Trust Fund on behalf of a party (or represent a party) whose interests are adverse to the interests of the Plan, or its Participants or Beneficiaries; or (3) receive any consideration for its own personal accounts from any party dealing with the Plan in connection with a transaction involving assets of the Trust Fund.

7.10APPOINTMENT OF INVESTMENT MANAGER

The Trustee, if so directed by the Sponsor, will appoint an Investment Manager to manage and control the investment of all or any portion of the Trust Fund. Each Investment Manager will be either (a) an investment advisor registered under the Investment Advisors Act of 1940; (b) a bank as defined in that Act; or (c) an insurance company qualified to manage, acquire or dispose of any asset of the Trust under the laws of more than one state. An Investment Manager must acknowledge in writing that it is a Fiduciary. The Sponsor will enter into an agreement with an Investment Manager specifying the duties and compensation of the Investment Manager and further specifying any other terms and conditions under which the Investment Manager will be retained. The Trustee will not be liable for any act or omission of an Investment Manager, and will not be liable for following the advice of an Investment Manager with respect to any duties delegated by the Sponsor to the Investment Manager. The Sponsor will determine the portion of the Trust Fund to be invested by an Investment Manager and will establish investment objectives and guidelines for the Investment Manager to follow.

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7.11ASSIGNMENT AND ALIENATION OF BENEFITS

Except as may otherwise be permitted under Code §401(a)(13)(C) effective August 5, 1997, or as may otherwise be permitted under a Qualified Domestic Relations Order as provided in Section 8.11, or as otherwise be permitted under Section 7.14 if loans to Participants are permitted, no right or claim to, or interest in, any part of the Trust Fund, or any payment therefrom, will be assignable, transferable, or subject to sale, mortgage, pledge, hypothecation, commutation, anticipation, garnishment, attachment, execution, orlevy of any kind, and the Trustees will not recognize any attempt to assign, transfer, sell, mortgage, pledge, hypothecate, commute, or anticipate the same, except to the extent required by law.

7.12EXCLUSIVE BENEFIT RULE

All contributions made by an Employer (whether or not the Employer is an Affiliated Employer with one or more other Adopting Employers) to the Trust Fund will be used for the exclusive benefit of all Participants and their Beneficiaries and will not be used for nor diverted to any other purpose except the payment of the costs of maintaining the Plan.

7.13PURCHASE OF INSURANCE

Subject to any rules or procedures that may be established by the Administrator under paragraph (k) below, the Trustee may purchase life insurance Policies on the life of a Participant and/or the Participant’s Spouse in accordance with the following provisions:

(a)Ownership Of Policies: All life insurance Policies will be vested exclusively in the Trustee and will be payable to the Trustee, subject to the rights of the Beneficiaries hereunder unless the Trustee permits the designation of a named beneficiary other than the Trustee. However, notwithstanding the foregoing, no Trustee who is also a Participant may, except in a fiduciary capacity, exercise any ownership rights with respect to any Policy insuring the life of such Trustee in his or her capacity as a Participant.

(b)Primary Limit On Premiums: At the direction of the Administrator or Participant, the Trustee will purchase Policies on the life of the Participant, provided that the aggregate premiums on ordinary life insurance Policies must be less than 50% of the Participant’s Account balance; (2) the aggregate premiums on term life insurance Policies, universal life insurance Policies and all other life insurance Policies which are not ordinary life insurance Policies must be less than 25% of the Participant’s Account balance; and (3) the sum of one-half of the premiums on ordinary life insurance Policies and the total of all other life insurance premiums cannot exceed 25% of the Participant’s Account balance. For purposes of this Section, an ordinary life insurance Policy is an insurance policy that has a non-decreasing death benefit and also has a non-increasing premium.

(c)Alternate Limit On Premiums: Notwithstanding paragraph (a), a Participant may elect that up to 100% of his or her Rollover Account, and up to 100% of the portion of his or her Vested Participant’s Account that has accumulated in the Plan for at least 2 years, be used

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to purchase Policies on the life of the Participant’s life, the life of the Participant’s Spouse, and/or the joint lives of the Participant and the Participant’s Spouse. Likewise, a Participant who has participated in the Plan for at least 5 years may elect that up to 100% of his or her Rollover Account, and up to 100% of his or her Vested Participant’s Account balance, be used to purchase Policies on the life of the Participant, the life of the Participant’s Spouse, and/or the joint lives of the Participant and his or her Spouse.

(d)Payment Of Premiums: If Employer contributions are inadequate to pay all premiums on Policies, the Trustees may, at the direction of the Plan Administrator, utilize other amounts remaining in the Trust Fund to pay the premiums, allow the Policies to lapse, reduce the Policies to a level at which they may be maintained, or borrow against the Policies on a prorated basis if borrowing does not discriminate in favor of Policies issued on the lives of officers, Shareholder-Employees and/or Highly Compensated Employees.

(e)Payment Of Premiums From Loans: The Trustees may pay premiums when due from the loan values of the Policies themselves if (1) any such loan is made against all of the Policies in proportion to their respective cash surrender values, and (2) all such loans are repaid in proportion to the cash surrender value of such Policies.

(f)Policy Dividends: Any insurer payments that are paid to the Trustee on account of experience credits, dividends, or surrender or cancellation credits, will be applied by the Employer within the current or next succeeding Plan Year toward premiums due.

(g)Conflict With Plan: Subject to the provisions of paragraph (j) below, if the provisions of any insurance Policy purchased hereunder conflict with the terms of this Plan, the provisions of the Plan will control.

(h)Disposition Of Policies Upon Termination: If a Terminated Participant’s Vested Interest equals or exceeds the cash surrender value of any Policies issued on his life, the Trustee, with the consent of both the Administrator and the Terminated Participant, will transfer such Policies to the Terminated Participant, together with any restrictions the Administrator may impose concerning the Terminated Participant’s right to surrender, assign, or otherwise realize cash on such Policies prior to his Normal Retirement Date. If the Terminated Participant’s Vested Interest in his Participant’s Account is less than the cash surrender values of such Policies, the Administrator may permit him to pay the Trustee the sum required to make distribution equal to the value of the Policies being assigned or transferred, or the Trustee may borrow the cash surrender values of the Policies from the insurer and then assign the Policies to the Terminated Participant.

(i)Disposition Of Policies At Retirement: When a Participant retires, the Trustee, at the direction of the Administrator, must, with respect to any Policies purchased on the life of such Participant under paragraph (b), either (1) transfer them to the Participant, (2) with the

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Participant’s consent, borrow their cash surrender values and transfer them to the Participant subject to the loan, or (3) surrender them for their cash surrender values. If options (2) or (3) are elected, the cash surrender values will be added to the Participant’s Account for distribution in accordance with Section 5.1.

(j)Fiduciaries And Insurers Protected: Neither the Trustee, Employer, Administrator, nor any Fiduciary will be responsible for the validity of any Policy or the failure of any insurer to make payments thereunder, or for the action of any person which may delay payment or render a Policy void in whole or in part. No insurer which issues a Policy will be deemed aparty to this Plan for any purpose or to be responsible for its validity; nor will it be required to look into the terms of the Plan nor to question any action of the Trustee. The obligations of the insurer will be determined solely by the Policy’s terms and any other written agreements between it and the Trustee. The insurer will act only at the written direction of the Trustee, and will be discharged from all liability with respect to any amount paid to the Trustee. The insurer will not be obligated to see that any money paid by it to the Trustee or any other person is properly distributed or applied.

(k)Establishment Of Administrative Procedures: The Administrator may in a separate written document establish rules or procedures regarding the conditions under which Policies can be purchased by the Trustee. Such separate written document, when properly executed, will be deemed incorporated in this Plan. The rules or procedures therein may be modified or amended by the Administrator without the necessity of amending this Section, but any such modifications must be communicated to Participants in the manner described in Section 8.9. Notwithstanding the foregoing, (1) a summary plan description or summary of material modifications thereto in which the rules or procedures regarding the purchase of insurance Policies is described will be considered a separate written document sufficient to satisfy the requirements (including the execution requirement) of this paragraph; and (2) any rules or procedures established under this paragraph must be applied by the Administrator in a uniform nondiscriminatory manner.

7.14LOANS TO PARTICIPANTS

Loans to Participants are not permitted.

7.15DIRECTED INVESTMENT ACCOUNTS

Subject to any rules or procedures that may be established by the Administrator under paragraph (h) below, the Trustee may permit Participants to direct the investment of one or more of their accounts, and subject to any such rules or procedures, investment directives will be given in accordance with the following provisions:

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(a)Accounts That Can Be Directed: The Administrator will designate which accounts a Participant or other payee can direct, and whether the Participant or payee can direct all or only a portion of each such account. Any such designation can be changed by the Administrator from time to time by communicating new procedures to the Participants.

(b)Investment Funds:  Any amount a Participant or other payee directs will be put into a segregated investment selected by the Participant; or alternative investment funds established by the Trustee as part of the overall Trust Fund. Such alternative investment funds will be under the full control and management of the Trustee. Alternatively, if investments outside the Trustee’s control are allowed, Participants and other payees may not direct that investments be made in collectibles, other than U.S. Government gold and silver coins. The Administrator or Trustee will have the authority to refuse any investment directed by the Participant or other payee if that investment would be administratively burdensome, or if for any reason the Administrator or Trustee believes such investment would or might constitute a prohibited transaction as defined in ERISA §406 or Code §4975. In the event a Participant or other payee fails to make a timely investment election, at the Administrator’s discretion either no election will be deemed to have been made or the Participant or other payee will be considered to have made an election to invest 100% of his or her account in an investment option, the primary objective of which is the preservation of principal, until such time as an investment decision by the Participant or other payee becomes effective.

(c)Investment Designation Form: A Participant’s investment direction will be made in a form acceptable to, and in accordance with procedures established by, the Administrator. Unless changed by procedures established by the Administrator and communicated to Participants and other payees, (1) a Participant or other payee may change an investment election by filing a new investment designation form with the Administrator or the Administrator’s designee; (2) any change will be effective no later than the first day of the next investment election period; and (3) investment election periods will be established at the discretion of the Administrator but in any event will occur no less frequently than once in every 12-month period or, at the discretion of the Administrator and the Trustee, once in every 3-month or 6-month period or at such other more frequent time which is uniformly available as determined and promulgated by the Administrator and the Trustee.

(d)Transfers Between Funds: Unless changed by procedures established by the Administrator and communicated to Participants and other payees, if multiple investment fund options are made available, a Participant or other payee may elect to transfer all or part of his or her Account in one or more of the investment funds from one investment fund to another investment fund by filing an investment designation form with the Administrator or with the Administrator’s designee within a reasonable administrative period prior to the next

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period for which investment options may be elected to be transferred. The funds will be transferred by the Trustee or the Administrator’s designee as soon as practicable prior to, or by the start of, the new election period. If made available, telephone or other electronic or computer transfers will be permitted under uniform procedures approved adopted by the Administrator and agreed to by the Trustee.

(e)Administrator Responsibility:  Either the Administrator or the Administrator’s designee will be responsible when transmitting Employer and Employee contributions or other Trust Fund assets to indicate the dollar amount which is to be credited to each investment fund on behalf of each Participant or other payee.

(f)No Administrator Liability: Except as otherwise provided herein, neither the Trustee, nor the Administrator, nor the Employer, nor any Fiduciary of the Plan will be liable to the Participant or other payee (or to his or her Beneficiaries) for any loss resulting from action taken under this Section at the direction of the Participant or other payee.

(g)Charges And Fees: Any charge or fee which may be imposed by the Trustee or by any broker, investment advisor, or otherwise, including legal fees, incurred in connection with a Participant’s direction under this Section of any Plan account maintained on the Participant’s behalf may be charged to and paid from the assets of such account.

(h)Establishment Of Administrative Procedures: All investment designations made by Participants are to be made subject to and in accordance with such rules or procedures as the Administrator may adopt. At the discretion of the Administrator and the Trustee, such rules or procedures will permit sufficient selection among investment alternatives to satisfy the provisions of DOL Regulation §2550.404(c)-1. Such rules or procedures, when properly executed in a written document, will be deemed incorporated in this Plan. The rules or procedures therein may be modified or amended by the Administrator without the necessity of amending this Section, but any such modifications must be communicated to Participants in the manner described in Section 8.9. Notwithstanding the foregoing, (1) a summary plan description or summary of material modifications thereto in which the rules or procedures regarding investment designations are described will be considered a separate written document sufficient to satisfy the requirements (including the execution requirement) of this paragraph; and (2) any rules or procedures established under this paragraph must be applied in a uniform nondiscriminatory manner.

7.16SUPERSEDING TRUST OR CUSTODIAL AGREEMENT

If any assets of the Plan are invested in a separate trust or custodial account maintained by a corporate Trustee or custodian, the provisions of such separate trust or custodial agreement will supersede all provisions of this Article 7 except Sections 7.11, 7.12, 7.13 and 7.14. In addition, in the absence of a specific provision in such separate trust or custodial agreement regarding the valuation of securities held by the Trust Fund, Section 7.3 will

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not be superseded by any such separate trust or custodial account. If such separate trust or custodial account should for any reason fail, be found invalid or terminate prior to the termination of this Plan and the distribution of all the assets hereof, this Article 7 will be deemed to have again become effective immediately prior to such failure, invalidity or termination.

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ARTICLE 8

DUTIES OF THE ADMINISTRATOR

8.1APPOINTMENT, RESIGNATION, REMOVAL AND SUCCESSION

Each Administrator appointed by the Sponsor will continue until his or her death, resignation, or removal at any time, with or without cause, by the Sponsor, and any Administrator may resign by giving 30 days written notice to the Sponsor. If an Administrator dies, resigns, or is removed by the Sponsor, such Administrator’s successor will be appointed as promptly as possible, and such appointment will become effective upon its acceptance in writing by such successor Administrator. Pending the appointment and acceptance of any successor Administrator, any then acting or remaining Administrator will have full power to act.

8.2POWERS AND DUTIES OF THE ADMINISTRATOR

The powers and duties of the Administrator will include (a) appointing the Plan’s attorney, accountant, actuary, or any other party needed to administer the Plan; (b) directing the Trustees with respect to payments from the Trust Fund; (c) deciding if an applicant is entitled to a benefit from the Plan, which will be paid only if the Administrator in its sole discretion decides that the applicant is entitled to it; (d) communicating with Employees regarding their participation and benefits, including the administration of all claims procedures; (e) filing any returns and reports with the Internal Revenue Service, Department of Labor, or any other governmental agency; (f) reviewing and approving any financial reports, investment reviews, or other reports prepared by any party under (a) above; (g) establishing afunding policy and investment objectives consistent with the purposes of the Plan and the Employee Retirement Income Security Act of 1974; (h) construing and resolving any question of Plan interpretation; and (i) making any findings of fact the Administrator deems necessary to proper Plan administration.

8.3APPOINTMENT OF ADMINISTRATIVE COMMITTEE

The Employer may elect to appoint one or more members to an Administrative/Advisory Committee (to be known as the “Committee”), to which the Sponsor may elect to delegate certain of its responsibilities as Plan Administrator. Members of the Committee need not be Participants or Beneficiaries, and officers and directors of the Sponsor will not be precluded from serving as members. A member will serve until his or her resignation, death, or disability, or until removed by the Sponsor. In the event of any vacancy arising by reason of the death, disability, removal, or resignation of a member of the Committee, the Sponsor may, but is not required to, appoint a successor to serve in his or her place. The Committee will select a chairman and a secretary from among its members. Members of the Committee will serve in such capacity without compensation. The Committee will act by majority vote.

8.4FINALITY OF ADMINISTRATIVE DECISIONS

The Administrator’s interpretation of Plan provisions, and any findings of fact, including eligibility to participate and eligibility for benefits, are final and will not be subject to “de novo” review unless shown to be arbitrary and capricious.

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8.5MULTIPLE ADMINISTRATORS

If there is more than one Administrator, the Administrators may delegate specific responsibilities among themselves, including the authority to execute documents unless the Sponsor revokes such delegation. The Sponsor and Trustee will be notified in writing of any such delegation of responsibilities, and the Trustee thereafter may rely upon any documents executed by the appropriate Administrator.

8.6COMPENSATION AND EXPENSES

The Administrator, the Committee and any party appointed by the Administrator under Section 8.7 may receive such compensation as agreed upon by the Sponsor, provided that any person who already receives full-time pay from the Employer may not receive any fees for services to the Plan as Administrator or in any other capacity. The Sponsor will pay all “settlor” expenses (as described in DOL Advisory Opinion 2001-01-A) incurred by the Administrator, the Committee or any party appointed under Section 8.7 in the performance of their duties. The Sponsor may, but is not required to pay, all “non-settlor” expenses incurred by the Administrator, the Committee, or any party appointed under Section 8.7 in the performance of their duties. Any “non-settlor” expenses incurred by the Administrator, the Committee or any party appointed under Section 8.7 that the Sponsor elects not to pay will be reimbursed from Trust Fund assets. Any expenses paid from the Trust Fund will be charged to each Adopting Employer in the ratio that each Adopting Employer’s Participants’ Accounts bears to the total of all the Participants’ Accounts maintained by this Plan, or in any other reasonable method elected by the Administrator.

8.7APPOINTMENT OF AGENTS AND COUNSEL

The Administrator (or Committee) may appoint such actuaries, accountants, custodians, counsel, agents, consultants, and other persons the Administrator (or Committee) deems necessary to the administration and operation of the Plan. The actions of any such third parties will be subject to the limitations described in Section 7.8 of the Plan; and no such third parties will be given any authority or discretion concerning the management and operation of the Plan that would cause them to become Fiduciaries of the Plan.

8.8CORRECTING ADMINISTRATIVE ERRORS

The Administrator may take such steps as it considers necessary and appropriate in its discretion to remedy administrative or operational errors. Such steps may include, but will not be limited to the following: (a) taking any action required under the employee plans compliance resolution system of the Internal Revenue Service, any asset management or fiduciary conduct error correction program available through the Internal Revenue Service, United States Department of Labor or other governmental administrative agency; (b) a reallocation of Plan assets; (c) adjustments in amounts of future payments to Participants, Beneficiaries or Alternate Payees; and (d) institution and prosecution of actions to recover benefit payments made in error or on the basis of incorrect or incomplete information.

8.9PROMULGATING NOTICES AND PROCEDURES

The Sponsor and Administrator are given the power and responsibility to promulgate certain written notices, policies and/or procedures under the

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terms of the Plan and disseminate same to the Participants, and the Administrator may satisfy such responsibility by the preparation of any such notice, policy and/or procedure in a written form which can be published and communicated to a Participant in one or more of the following ways: (a) by distribution in hard copy; (b) through distribution of a summary plan description or summary of material modifications thereto which sets forth the policy or procedure with respect to a right, benefit or feature offered under the Plan; (c) by e-mail, either to a Participant’s personal e-mail address or his or her Employer-maintained e-mail address; and (d) by publication on a web-site accessible by the Participant, provided the Participant is notified of the web-site publication. Any notice, policy and/or procedure provided through an electronic medium will only be valid if the electronic medium which is used is reasonably designed to provide the notice, policy and/or procedure in a manner no less understandable to the Participant than a written document, and under such medium, at the time the notice, policy and/or procedure is provided, the Employee may request and receive the notice, policy and/or procedure on a written paper document at no charge.

8.10CLAIMS PROCEDURES

The procedures in this Section will be the sole and exclusive remedy for an Employee, Participant or Beneficiary (“Claimant”) to make a claim for benefits under the Plan. These procedures will be administered and interpreted in a manner consistent with the requirements of ERISA §503 and the regulations thereunder. Any electronic notices provided by the Administrator will comply with the standards imposed under regulations issued by the Department of Labor. All claims determinations made by the Administrator (and when applicable by the Committee if one has been appointed under Section 8.3) and will be made in accordance with the provisions of this Section and the Plan, and will be applied consistently to similarly situated Claimants. For purposes of this Section 8.10, if a Committee has not been appointed under Section 8.3, any reference to Committee will be considered a reference to the Administrator.

(a)Written Claim:  A Claimant, or the Claimant’s duly authorized representative, may file a claim for a benefit to which the Claimant believes that he or she is entitled under the Plan. Any such claim must be filed in writing with the Administrator.

(b)Denial Of Claim:  The Administrator, in its sole and complete discretion, will make all initial determinations as to the right of any person to benefits. If the claim is denied in whole or in part, the Administrator will send the Claimant a written or electronic notice, informing the Claimant of the denial. The notice must be written in a manner calculated to be understood by the Claimant and must contain the following information: the specific reason(s) for the denial; a specific reference to pertinent Plan provisions on which the denial is based; if additional material or information is necessary for the Claimant to perfect the claim, a description of such material or information and an explanation of why such material or information is necessary; and an explanation of the Plan’s claim review (i.e., appeal) procedures, the time limits applicable to such procedures, and the Claimant’s right to request arbitration if the claim denial is

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upheld in whole or in part on appeal. Written or electronic notice of the denial will be given within a reasonable period of time (but no later than 90 days) from the date the Administrator receives the claim, unless special circumstances require an extension of time for processing the claim. In no event may the extension exceed 90 days from the end of the initial 90-day period. If an extension is necessary, prior to the expiration of the initial 90-day period, the Administrator will send the Claimant a written notice, indicating the special circumstances requiring an extension and the date by which the Administrator expects to render a decision.

(c)Request for Appeal: If the Administrator denies a claim in whole or in part, the Claimant may elect to appeal the denial. If the Claimant does not appeal the denial pursuant to the procedures set forth herein, the denial will be final, binding and unappealable. A written request for appeal must be filed by the Claimant (or the Claimant’s duly authorized representative) with the Committee within 60 days after the date on which the Claimant receives the Administrator’s notice of denial. If a request for appeal is timely filed, the Claimant will be afforded a full and fair review of the claim and the denial. As part of this review, the Claimant may submit written comments, documents, records, and other information relating to the claim, and the review will take into account all such comments, documents, records, or other information submitted by the Claimant, without regard to whether such information was submitted or considered in the Administrator’s initial benefit determination. The Claimant also may obtain, free of charge and upon request, records and other information relevant to the claim, without regard to whether such information was relied upon by the Administrator in making the initial benefit determination.

(d)Review Of Appeal: The Committee will determine, in its sole and complete discretion, whether to uphold all or a portion of the initial claim denial. If, on appeal, the Committee determines that all or a portion of the initial denial should be upheld, the Committee will send the Claimant a written or electronic notice informing the Claimant of its decision to uphold all or a portion of the initial denial, written in a manner calculated to be understood by the Claimant and containing the following information: the specific reason(s) for the denial; a specific reference to pertinent Plan provisions on which the denial is based; a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents and other information relevant to the claim; and an explanation of the Claimant’s right to request arbitration and the applicable time limits for doing so. Written or electronic notice will be given within a reasonable period of time (but no later than 60 days) from the date the Committee receives the request for appeal, unless special circumstances require an extension of time for reviewing the claim, but in no event may the extension exceed 60 days from the end of the initial 60-day period. If an extension is necessary, prior to the expiration of the initial 60-day period, the Committee will send the Claimant a written notice, indicating the special

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circumstances requiring an extension and the date by which the Committee expects to render a decision.

(e)Alternative Time For An Appeal To Be Decided: Notwithstanding paragraph (d), if the Committee holds regularly scheduled meetings on a quarterly or more frequent basis, the Committee may make its determination of the claim on appeal at its next regularly scheduled meeting if the Committee receives the written request for appeal more than 30 days prior to its next regularly scheduled meeting or at the regularly scheduled meeting immediately following the next regularly scheduled meeting if the Committee receives the written request for appeal within 30 days of the next regularly scheduled meeting. If special circumstances require an extension, the decision may be postponed to the third regularly scheduled meeting following the Committee’s receipt of the written request for appeal if, prior to the expiration of the initial time period for review, the Claimant is provided with written notice, indicating the special circumstances requiring an extension and the date by which the Committee expects to render a decision. If the extension is required because the Claimant has not provided information that is necessary to decide the claim, the Committee may suspend the review period from the date on which notice of the extension is sent to the Claimant until the date on which the Claimant responds to the request for additional information.

(f)Right Of Arbitration: If a Claimant wishes to contest a final decision of the Committee, the Claimant may request arbitration. If the Claimant does not request arbitration pursuant to the procedures herein, the decision of the Committee will be final, binding and unappealable. A written request for arbitration must be filed by the Claimant (or the Claimant’s authorized representative) with the Committee within 15 days after the date the Claimant receives the written decision of the Committee. If a request for arbitration is timely filed, the Claimant and the Committee will each name an arbitrator within 20days after the Committee receives the Claimant’s written request for arbitration. The two arbitrators will jointly name a third arbitrator within 15 days after their appointment. If either party fails to select an arbitrator within the 20 day period, or if the two arbitrators fail to select a third arbitrator within 15 days after their appointment, then the presiding judge of the county court (or its equivalent) in the county in which the principal office of the Sponsor is located will appoint such other arbitrator or arbitrators. The arbitrators will render a decision within 60 days after their appointment and will conduct all proceedings pursuant to the laws of the state in which the Sponsor’s principal place of business is located and the then current Rules of the American Arbitration Association governing commercial transactions, to the extent that such rules are not inconsistent with applicable state law. The cost of the arbitration procedure will be borne by the losing party or, if the decision is not clearly in favor of one party or the other, in the manner determined by the arbitrators. The arbitration proceeding provided for in this Section will be the sole and exclusive remedy of a Claimant to contest decisions of the Committee under this Plan, and the arbitrators’ decision will be final, binding and unappealable.

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8.11QUALIFIED DOMESTIC RELATIONS ORDERS

A Qualified Domestic Relations Order, or QDRO, is a signed domestic relations order issued by a State Court that creates, recognizes or assigns to an alternate payee(s) the right to receive all or part of a Participant’s Plan benefit. An alternate payee is a Spouse, former Spouse, child, or other dependent of a Participant who is treated as a Beneficiary under the Plan as a result of the QDRO. The Administrator may establish QDRO procedures, but in the absence of such procedures, the Administrator will determine if a domestic relations order is a Qualified Domestic Relations Order in accordance with the following provisions:

(a)Administrator’s Determination: Promptly upon receipt of a domestic relations order, the Administrator will notify the Participant and any alternate payees(s) named in the order of such receipt, and will include a copy of this Section. Within a reasonable time after receipt of the order, the Administrator will make a determination as to whether or not the order is a QDRO as defined in Code §414(p) and will promptly notify the Participant and any alternate payee(s) in writing of the determination.

(b)Specific Requirements Of QDRO: In order for a domestic relations order to be a Qualified Domestic Relations Order, it must specifically state all of the following: (1) the name and last known mailing address (if any) of the Participant and each alternate payee covered by the order; (2) the dollar amount or percentage of the benefit to be paid to each alternate payee, or the manner in which the amount or percentage will be determined; (3) the number of payments or period for which the order applies; and (4) the name of the plan to which the order applies. The domestic relations order will not be deemed a Qualified Domestic Relations Order if it requires the Plan to provide any type or form of benefit, or any option not already provided for in the Plan, or increased benefits, or benefits in excess of the Participant’s Vested Interest, or payment of benefits to an alternate payee required to be paid to another alternate payee under another QDRO.

(c)Disputed Orders: If there is a question as to whether or not a domestic relations order is a Qualified Domestic Relations Order, there will be a delay in any payout to any payee including the Participant, until the status is resolved. In such event, the Administrator will segregate the amount that would have been payable to the alternate payee(s) if the order had been deemed a QDRO. If the order is not determined to be a QDRO, or the status is not resolved (for example, it has been sent back to the Court for clarification or modification) within 18 months beginning with the date the first payment would have to be made under the order, the Administrator will pay the segregated amounts plus interest to the person(s) who would have been entitled to the benefits had there been no order. If a determination as to the Qualified status of the order is made after the 18-month period, then the order will only be applied on a prospective basis. If the order is determined to be a QDRO, the Participant and alternate payee(s) will again be notified

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promptly after such determination. Once an order is deemed a QDRO, the Administrator will pay to the alternate payee(s) all the amounts due under the QDRO, including segregated amounts plus interest that may have accrued during a dispute as to the order’s qualification.

(d)Payment Prior To Termination Of Employment: A QDRO may provide for the payment of benefits to an alternate payee prior to the time a Participant has terminated employment. Further, such payment can be made even if the affected Participant has not yet reached the Earliest Retirement Age, which is the earlier of (l) the date on which the Participant is entitled to a distribution under this Plan, or (2) the later of the date the Participant attains age 50 or the earliest date on which the Participant could receive benefits hereunder if the Participant terminated employment with the Employer.

(e)Effect Of QDRO On Survivor Annuity Requirements: Notwithstanding Sections 5.1, 5.2, 5.3 and 5.4 to the contrary, a Participant’s benefits which arc payable in the form of a Qualified Joint and Survivor Annuity or in the form of a Qualified Preretirement Survivor Annuity need not be paid in such form if such payment is inconsistent with, or has been modified by, the terms of a Qualified Domestic Relations Order.

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ARTICLE 9

AMENDMENT, TERMINATION AND MERGER

9.1AMENDMENT OF THE PLAN

The Sponsor, or, if there is no Sponsor, the Trustee, will have the right to amend the Plan at any time subject to the following provisions:

(a)General Requirements: Amendments must be in writing and cannot (l) increase the responsibilities of the Trustee or Administrator without written consent; (2) deprive any Participant or Beneficiary of benefits to which he or she is entitled; (3) decrease the amount of any Participant’s Account except as permitted under Code §412(c) (8); (4) permit any part of the Trust to be used for or diverted to purposes other than the exclusive benefit of the Participants or their Beneficiaries except as required to pay taxes and administration expenses, or cause or permit any portion of the Trust Fund to revert to or become the property of the Employer; or (5) have the effect of eliminating or restricting the ability of a Participant or other payee to receive payment of his or her Account balance or benefit entitlement under a particular optional form of benefit provided under the Plan unless the provisions of subparagraphs (1) and (2) below are satisfied:

(1)Lump Sum Requirement: The amendment provides a lump sum distribution form that is otherwise identical to the optional form of benefit that is restricted or eliminated. For this purpose, a lump sum distribution form is otherwise identical only if it is identical in all respects to the eliminated or restricted optional form of benefit (or would be identical except that it provides greater rights to the payee) except with respect to the timing of payments after commencement.

(2)Effective Date:  The amendment cannot apply to any distribution with an Annuity Starting Date which is earlier than the earlier of (A) the 90th day after a Participant has been furnished with a summary plan description or other summary that reflects the amendment and that satisfies the ERISA requirements at 29 CFR 2520. 104b-3 relating to a summary of material modifications; or (B) the first day of the second PlanYear following the Plan Year in which this amended Plan is adopted.

(b)Certain Corrective Amendments: For purposes of satisfying the minimum coverage requirements of Code §410(b), the nondiscriminatory amount requirement of regulation §1.401(a)(4)-1(b)(2), or the nondiscriminatory plan amendment requirement of regulation §1.401(a)(4)-1(b)(4),  a corrective amendment may retroactively increase allocations for Employees who benefited under the Plan during the Plan Year being corrected, or may grant allocations to Employees who did not benefit under the Plan during the Plan Year being corrected. In addition, to satisfy the nondiscriminatory current availability requirement of regulation §1.401(a)(4)-4(b) for benefits, rights or features, a corrective

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amendment may make a benefit, right or feature available to Employees to whom it was previously not available. A corrective amendment will not be taken into account prior to the date of its adoption unless the amendment satisfies the applicable requirements of regulation §l.401(a)(4)-11(g)(3)(ii) through (vii), including the requirement that, in order to be effective for the preceding Plan Year, such amendment must be adopted by the 15th day of the 10th month after the close of the preceding Plan Year.

9.2TERMINATION OF PLAN BY SPONSOR

The Sponsor at any time can terminate the Plan and Trust in whole or in part in accordance with the following provisions:

(a)Termination Of Plan: The Sponsor can terminate the Plan and Trust by filing written notice thereof with the Administrator and Trustee and by completely discontinuing contributions to the Plan. Upon any such termination, the Trustee will continue to administer the Trust until distribution has been made to the Participants and other payees, which distribution must occur as soon as administratively feasible after the termination of the Plan, and must be made in accordance with the provisions of Article 5 of the Plan, including Section 5.6(f) where applicable. However, the Administrator may elect not to distribute the Accounts of Participants and other payees upon termination of the Plan but instead to transfer the entire Trust Fund assets and liabilities attributable to this terminated Plan to another qualified plan maintained by the Employer or its successor.

(b)Vesting Requirement: Upon complete termination of the Plan, or upon a complete discontinuance of contributions, all Participants who are affected by the termination, all Participants who have not incurred a Termination of Employment, and all Participants who have incurred a Termination of Employment but have not incurred a 5-year Break in Service will have a 100% Vested Interest in their unpaid Participant’s Accounts. Upon partial termination of the Plan only those Participants who have incurred a Termination of Employment on account of the event which caused the partial termination but have not incurred a 5-year Break in Service will automatically have a 100% Vested Interest in their unpaid Participant’s Accounts to the date of partial termination.

(c)Discontinuance Of Contributions Only: The Sponsor may elect at any time to completely discontinue contributions to the Plan but continue the Plan in operation in all other respects, in which event the Trustee will continue to administer the Trust until eventual full distribution of all benefits has been made to the Participants and other payees in accordance with Article 5 after their death, retirement, Disability or Termination of Employment. Any such discontinuance of contributions without an additional notice of termination from the Sponsor to the Administrator and Trustee will not constitute a termination of the Plan.

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9.3TERMINATION OF PARTICIPATION BY ADOPTING EMPLOYER

Any Adopting Employer may by written resolution terminate participation in the Plan at any time by notification to the Sponsor, the Administrator, and the Trustee. Such Adopting Employer may thereupon request a transfer of Trust Fund assets attributable to its Employees from this Plan to any successor qualified retirement plan maintained by the Adopting Employer or its successor. The Administrator may, however, refuse to make such transfer if in its considered opinion such transfer would operate to the detriment of any Participant, jeopardize the continued qualification of the Plan, or if such transfer does not comply with any requirements of the Internal Revenue Service. If no transfer is made, the provisions in the definition of Adopting Employer in Article 1 will apply with respect to the payment of benefits for Employees of such Adopting Employer.

9.4MERGER OR CONSOLIDATION

This Plan and Trust may not be merged or consolidated with, nor may any of its assets or liabilities be transferred to, any other plan, unless the benefits payable to each Participant if the Plan was terminated immediately after such merger, consolidation or transfer would be equal to or greater than the benefits such Participant would have been entitled to if this Plan had been terminated immediately before such merger, consolidation or transfer.

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ARTICLE 10

MISCELLANEOUS PROVISIONS

10.1NO CONTRACT OF EMPLOYMENT

Except as otherwise provided by law, neither the establishment of this Plan, nor any modification hereto, nor the creation of any fund or account, nor the payment of any benefits, will be construed as giving any Participant or other person any legal or equitable rights against the Employer, any officer or Employee thereof, or the Trustee, except as herein provided; and the terms of employment of any Participant will not be modified or affected by this Plan.

10.2TITLE TO ASSETS

No Participant or Beneficiary will have any right to, or any interest in, any assets of the Trust upon separation from service with the Employer, Affiliated Employer, or Adopting Employer, except as otherwise provided by the terms of the Plan.

10.3QUALIFIED MILITARY SERVICE

Notwithstanding any other provision of the Plan to the contrary, effective January 1, 2000, contributions, benefits and service credit with respect to qualified military service will be provided in accordance with the requirements of Code §414(u).

10.4BONDING OF FIDUCIARIES

Fiduciaries of this Plan will have only those duties that are specifically given to the Fiduciaries under the terms of this Plan. In addition, every Fiduciary other than a bank, an insurance company, or a Fiduciary of an Employer which has no common-law employees, will be bonded in an amount not less than 10% of the amount of funds under such Fiduciary’s supervision, but such bond will not be less than $1,000 or more than $500,000. The bond will provide protection to the Plan against any loss for acts of fraud or dishonesty by a Fiduciary acting alone or in concert with others. The cost of such bond will be an expense of either the Employer or the Trust, at the election of the Employer.

10.5SEVERABILITY OF PROVISIONS

If any Plan provision is held invalid or unenforceable, such invalidity or unenforceability will not affect any other provision of this Plan, and this Plan will be construed and enforced as if such provision had not been included.

10.6GENDER AND NUMBER

Words used in the masculine gender will be construed as though they were also used in the feminine or neuter gender where applicable, and words used in the singular will be construed as though they were also used in the plural where applicable.

10.7HEADINGS AND SUBHEADINGS

Headings and subheadings are inserted for convenience of reference. They constitute no part of this Plan and are not to be considered in its construction.

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10.8LEGAL ACTION

In any claim, suit or proceeding concerning the Plan and/or Trust which is brought against the Trustee or the Administrator, this Plan and Trust will be construed and enforced according to the laws of the state in which the Employer maintains its principal place of business, to the extent that it is not preempted by ERISA; and unless otherwise prohibited by law, either the Employer or the Trust, in the sole discretion of the Employer, will reimburse the Trustee and/or Administrator for all costs, attorneys fees and other expenses associated with any such claim, suit or proceeding.

10.9QUALIFIED PLAN STATUS

This Plan and the related Trust Agreement are intended to be a qualified retirement plan under the provisions of Code §401(a) and §501(a).

10.10MAILING OF NOTICES TO ADMINISTRATOR, EMPLOYER OR TRUSTEE

Any notices, documents or forms required to be given to or filed with the Administrator, the Employer or the Committee will be hand delivered or mailed by first class mail, postage prepaid, to the Committee or Employer at the Employer’s principal place of business. Any notices, documents or forms required to be given to or filed with the Trustee will be hand delivered or mailed by first class mail, postage prepaid, to the Trustee at its principal place of business.

10.11PARTICIPANT NOTICES AND WAIVERS OF NOTICES TO PARTICIPANTS

Whenever written notice is required to be given under the terms of this Plan, such notice will be deemed to be given on the date that such written notice is either hand delivered to the recipient or deposited at a United States Postal Service Station, first class mail, postage paid. Notice may be waived by any party otherwise entitled to receive written notice concerning any matter under the terms of this Plan.

10.12NO DUPLICATION OF BENEFITS

There will be no duplication of benefits under the Plan because of employment by more than one participating employer.

10.13EVIDENCE FURNISHED CONCLUSIVE

Anyone required to give evidence under the terms of the Plan may do so by certificate, affidavit, document or other information which the person to act in reliance may consider pertinent, reliable and genuine, and to have been signed, made or presented by the proper party or parties. The Fiduciaries under the Plan will be fully protected in acting and relying upon any evidence described under this Section.

10.14RELEASE OF CLAIMS

Any payment to any Participant or Beneficiary, his or her legal representative, or to any guardian or committee appointed for such Participant or Beneficiary, will, to the extent thereof, be in full satisfaction of all claims hereunder against the Administrator and the Trustee, either of whom may require such Participant, legal representative, Beneficiary, guardian or committee, as a condition precedent to such payment, to execute a receipt and release thereof in such form as determined by the Administrator or the Trustee.

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10.15MULTIPLE COPIES OF PLAN AND/OR TRUST

This Plan and the related Trust Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which will constitute one and the same Agreement or Trust Agreement, as the case may be, and will be binding on the respective successors and assigns of the Employer and all other parties.

10.16LIMITATION OF LIABILITY AND INDEMNIFICATION

In addition to and in furtherance of any other limitations provided in the Plan, and to the extent permitted by applicable law, the Employer will indemnify and hold harmless its board of directors (collectively and individually), if any, the Administrative/Advisory Committee (collectively and individually), if any, and its officers, Employees, and agents against and with respect to any and all expenses, losses, liabilities, costs, and claims, including legal fees to defend against such liabilities and claims, arising out of their good-faith discharge of responsibilities under or incident to the Plan, excepting only expenses and liabilities resulting from willful misconduct. This indemnity will not preclude such further indemnities as may be available under insurance purchased by the Employer or as may be provided by the Employer under any by-law, agreement, vote of shareholders or disinterested directors, or otherwise, as such indemnities are permitted under state law. Payments with respect to any indemnity and payment of expenses or fees under this Section will be made only from assets of the Employer, and will not be made directly or indirectly from assets of the Trust Fund.

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IN WITNESS WHEREOF, this Plan and Trust have been executed by the Employer and the Trustees as of the day, month and year set forth on page 1 of this Agreement.

				PREMIER COMMERCIAL BANK, N.A.
		By	/s/ Ashok R. Patel, Trustee
			Ashok R. Patel, President
WITNESS TO THE EMPLOYER:
/s/ Peter M. Zebot
Peter M. Zebot, Contract Administrator
	TRUSTEES:
	/s/ Kenneth J. Cosgrove
	Kenneth J. Cosgrove, Trustee
	/s/ Ashok R. Patel
	Ashok R. Patel, Trustee
WITNESS TO THE TRUSTEES:
/s/ Peter M. Zebot
Peter M. Zebot, Contract Administrator

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IN WITNESS WHEREOF, this Plan and Trust have been executed by the Employer and the Trustees as of the day, month and year set forth on page 1 of this Agreement.

				PREMIER COMMERCIAL BANK, N.A.
		By
			Ashok R. Patel, President
WITNESS TO THE EMPLOYER:
/s/ Peter M. Zebot
Peter M. Zebot, Contract Administrator
	TRUSTEES:
	Kenneth J. Cosgrove, Trustee
	Ashok R. Patel, Trustee
WITNESS TO THE TRUSTEES:
/s/ Peter M. Zebot
Peter M. Zebot, Contract Administrator

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FIRST AMENDMENT TO

PREMIER COMMERCIAL BANK, N.A.

EMPLOYEES’ RETIREMENT PLAN

WHEREAS, the Sponsor originally established a defined contributions Plan in compliance with Internal Revenue Code §40l(a), incorporating §401(k) provisions, (hereafter referred to as the “Plan”), adopted November 27, 2002, effective January 1, 2002, in order to provide retirement and other incidental benefits to Employees who are eligible to participate therein; and

WHEREAS, in accordance with the terms of the Plan, the Sponsor has the ability at any time, and from time to time, to amend the Plan;

NOW, THEREFORE, effective June 15, 2004 (except for those specific provisions that have an earlier effective date), the Sponsor hereby amends does hereby adopt the following Amendment to its Employees’ Retirement Plan dated June 1, 2004. The effective date of this Amendment shall be the close of business onJune 15, 2004.

Articles 2.1(a-b-c) of the Plan Document is amended to read as follows:

(a)For Elective Deferrals: The Eligibility requirements for the purpose of making Elective Deferrals to the Plan are as follows:

(1)General Eligibility Requirements:  For the purpose of making Elective Deferrals only, an Eligible Employee described in subparagraph (2) will enter the Plan as a Participant on the applicable entry date in Section 2.2 upon reaching Age 21 and completing 3 Months of Service. An Employee will be deemed to have completed 3 Months of Service on the last day of the applicable eligibility computation period during which the Employee is credited with 250 Hours of Service.

(2)Eligible Classes Of Employees: For the purpose of making Elective Deferrals, all Employees are eligible to participate in the Plan upon satisfying the eligibility requirements in subparagraph (1) except for the following ineligible classes of Employees: (1) Employees whose employment is governed by the terms of a collective bargaining agreement between Employee representatives and the Employer in which retirement benefits were the subject of good faith bargaining, unless such agreement expressly provides for the inclusion of such Employees as Participants in the Plan; and (2) Employees who are non-resident aliens who do not receive any earned income from the Employer which constitutes income from sources within the United States.

(b)Eligibility For Matching Contributions: The eligibility requirements for the purpose of receiving an allocation of Employer funded Matching Contributions are the same eligibility requirements in paragraph (a) above for the purpose of making Elective Deferrals.

(c)Eligibility Non-Elective Contributions: For the purpose of receiving an allocation of employer Non-Elective contributions only, an Eligible Employee described in subparagraph (2) will enter the Plan as a Participant on the applicable entry date in Section 2.2 upon reaching Age 21 and completing 1 Year of Service. An Employee will be deemed to have completed a Year of Service on the last day of the applicable eligibility computation period during which the Employee is credited with 1,000 Hours of Service.

IN WITNESS HEREOF, the Employer has duly executed this Agreement this 1st day of June, 2004.

	By	/s/ Ashok R. Patel
		Ashok R. Patel, President
TRUSTEES:
/s/ Kenneth J. Cosgrove	/s/ Ashok R. Patel
Kenneth J. Cosgrove, Trustee	Ashok R. Patel, Trustee
WITNESS:
/s/ Peter M. Zebot
Peter M. Zebot, Contract Administrator

SECOND AMENDMENT TO

PREMIER COMMERCIAL BANK, N.A.

EMPLOYEES RETIREMENT PLAN AND TRUST

WHEREAS, the Sponsor originally established a defined contribution Plan in compliance with Internal Revenue Code §401(a), incorporating §401(k) provisions, (hereafter referred to as the “Plan”), adopted November 27, 2002 and effective January 1, 2002, in order to provide retirement and other incidental benefits to Employees who are eligible to participate therein; and

WHEREAS, in accordance with the terms of the Plan, the Sponsor has the ability at any time, and from time to time, to amend the Plan;

WHEREAS, effective June 15, 2004,  the First Amendment to the 401(k) Profit Sharing Plan was adopted on June 1, 2004.

NOW, THEREFORE, effective July 1, 2005 Premier Commercial Bank, N.A. does hereby adopt the following second Amendment to its 40l(k) Profit Sharing Plan.

Article 2.1(b) of the Plan Document is amended to read as follows:

(a)Eligibility For Matching Contributions: The eligibility requirements for the purpose of receiving an allocation of Matching Contributions are as follows:

(1)General Eligibility Requirements: For the purpose of receiving an allocation of Matching Contributions, an Eligible Employee described in subparagraph (2) will enter the Plan as a Participant on the applicable entry date in Section 2.2 upon reaching Age 21 and completing 1 Year of Service. An Employee will be deemed to have completed a Year of Service on the last day of the applicable eligibility computation period during which the Employee is credited with 1,000 Hours of Service.

(2)Eligible Classes Of Employees: For the purpose of receiving an allocation of Matching Contributions, all Employees are eligible to participate in the Plan upon satisfying the eligibility requirements in subparagraph (1) except for the following ineligible classes of Employees: (1) Employees whose employment is governed by the terms of a collective bargaining agreement between Employee representatives and the Employer in which retirement benefits were the subject of good faith bargaining, unless such agreement expressly provides for the inclusion of such Employees as Participants in the Plan; (2) Employees who are non-resident aliens who do not receive any earned income from the Employer which constitutes income from sources within the United States; and (3) Any person who is considered a Leased Employee but who (A) is not covered by a plan described in Code §414(n)(5), or (B) is covered by a plan described in Code §414(n)(5) but Leased Employees constitute more than 20% of the Employer’s non-highly compensated workforce.

Article 2.2(b) of the Plan Document is amended to read as follows:

(b)Entry Date For Matching Contributions: For the purpose of receiving an allocation of Matching Contributions, an Eligible Employee described in Section 2.l(b)(2) who satisfies the eligibility requirements in Section 2.1(b)(l) will enter the Plan as a Participant on the January 1st, April 1st, July 1st or October 1st that coincides with or next follows the date on which the Employee first satisfies such requirements.

Article 3.1(b) of the Plan Document is amended to read as follows:

(b)Matching Contributions: The Employer may in its sole discretion make a basic Matching Contribution to the Plan in accordance with the following provisions;

(1)Matching Contribution Formula: For each Plan Year or other contribution period in which a Matching Contribution is made, such Matching Contribution may be made in any specific dollar amount (including zero) and/or any specific percentage (including zero) of Elective Deferrals, as determined by Employer.

(2)True-Up Election: If for any Plan Year the contribution period for Matching Contributions is more frequent than annually, and if on the last day of any such Plan Year the dollar amount of the Matching Contribution made on behalf ofan Eligible Participant is less than the dollar amount that would have been made if Matching Contributions for that Plan Year had been contributed on an annual basis only, then the Employer may elect for any such Plan Year to make an additional Matching Contribution to the Plan in order to make the Matching Contribution contributed for an Eligible Participant for the full Plan Year equal to the Matching Contribution that would have been made to the Plan if Matching Contributions for that Plan Year had been contributed on an annual basis only. However, any such additional Matching Contribution can only be made to the Plan on a uniform nondiscriminatory basis.

(3)Certain Amounts Not Required To Be Matched: Notwithstanding subparagraph (1) above, for any Plan Year in which Matching Contributions are only contributed to the Plan on an annual basis, no Matching Contribution will be required with respect to that portion of an Elective Deferral which for that Plan Year is determined to be an Excess Elective Deferral or an Excess Contribution.

(4)Matching Contributions Must Satisfy ACP Test: Matching Contributions made for a Plan Year must satisfy the ACP Test for that Plan Year. Matching Contributions which do not satisfy the ACP Test will be deemed Excess Aggregate Contributions and will be returned in accordance with Section 5.20(f). The Employer may elect to treat all or any portion of a Matching Contribution as a Qualified Matching Contribution sufficient to satisfy the ADP Test.

Matching Contributions Made On Behalf Of An Ineligible Employee: Any Matching Contribution mistakenly made on behalf of an Employee prior to the date the Employee is eligible to enter the Plan as a Participant for the purpose of receiving an allocation of Matching Contributions will be treated as a Forfeiture and will be used in the manner described in Section 3.4(a).

Article 3.4(a) of the Plan Document is amended to read as follows:

Forfeitures Of Matching Contributions: Forfeitures attributable to Matching Contributions will be used to reduce, at the discretion of the Administrator, either the Matching Contribution, the Qualified Matching Contribution, the Non-Elective Contribution, the Qualified Non-Elective Contribution, or any combination thereof, for the current Plan Year or for a future Plan Year.

Article 4.6(c) of the Plan Document is amended to read as follows:

(c)Vesting Of Matching Contributions: A Participant’s Vested Interest in his or her Matching Contribution Account at any given time will be determined in a non-Top Heavy Plan Year by the vesting schedule which immediately follows this paragraph based on the number of Years of Service the Participant has completed. In determining a Participant’s Vested Interest under this paragraph, all Years of Service will be counted.

Years of Service	Vested Interest
1	20	%
2	40	%
3	60	%
4	80	%
5	100	%

In all other respects, said Plan and Trust Agreement shall remain as originally adopted.

IN WITNESS HEREOF, the Employer/Sponsor has duly executed this Agreement this 2nd day of September, 2005.

	By	/s/ Ashok R. Patel
		Ashok R. Patel
		President
TRUSTEES:
/s/ Kenneth J. Cosgrove		/s/ Ashok R. Patel
Kenneth J. Cosgrove, Trustee		Ashok R. Patel, Trustee
WITNESS:
/s/ Peter M. Zebot
Peter M. Zebot, Contract Administrator

Amendment To The

Premier Commercial Bank Employees Retirement Plan
and Trust Agreement

This Amendment is entered into as of this 29th day of November, 2005, by Premier Commercial Bank (the “Sponsor”).

Introduction

•  The Sponsor maintains the Premier Commercial Bank Employees Retirement Plan and Trust Agreement(“the Plan”).

•  The Sponsor, in accordance with Section 9.1 of the Plan, can amend the Plan at any time.

•  The Sponsor has decided to amend the Plan as set forth below, effective March 28, 2005.

•  The amendment supersedes any conflicting provision of the Plan.

•  The amendment is intended to be “good faith” compliance with Code §401(a)(31)(B).

Amendment

•  Section 5.5 is amended by adding the following as the last enumerated paragraph therein:

Automatic Rollovers: Notwithstanding any other provision in this Section to the contrary, effective March 28, 2005, (a) the $5,000 threshold amount set forth under the other provisions of this Section will be determined without regard to the Participant’s Rollover Account and Voluntary Employee Contribution Account; and (b) if the amount to be distributed under this Section exceeds $1,000 (including the Participant’s Rollover Account and Voluntary Employee Contribution Account) and the Participant does not elect to have such distribution paid directly to an eligible retirement plan specified by the Participant in a direct rollover or to receive the distribution directly, then the Administrator will pay the distribution in a direct rollover to an individual retirement plan designated by the Administrator in accordance with Code §401(a)(31(B).

•  Section 5.6 of the Plan is amended by adding the following to the last enumerated paragraph therein:

Effective March 28, 2005, if the amount of any lump sum to be distributed to the Participant under this paragraph exceeds $1,000 (including the Participant’s Rollover Account and Voluntary Employee Contribution Account) and the Participant does not elect to have such distribution paid directly to an eligible retirement plan specified by the Participant in a direct rollover or to receive the distribution directly, then the Administrator will pay the distribution in a direct rollover to an individual retirement account designated by the Administrator in accordance with Code §401(a)(31)(B).

his Amendment is executed by the Sponsor’s duly authorized officer as of the date set forth above.

Signature:	/s/ Ashok Patel	Signature:	/s/ Kenneth Cosgrove
	Ashok Patel		Kenneth Cosgrove

Corporate Resolutions

Of

Premier Commercial Bank

The undersigned Secretary of Premier Commercial Bank certifies that the following resolutions were adopted by the Board of Directors on the date set forth below.

Resolved, that the amendment to the Premier Commercial Bank Employees Retirement Plan and Trust, a copy of which is attached hereto, is hereby approved;

Resolved, that any other actions necessary to effectuate the foregoing resolutions and to make any necessary communications to employees are hereby authorized to be taken.

This Certificate is hereby executed as of this 29^thday of November, 2005.

/s/ Viktor R. Uehlinger

Corporate Secretary

EX-10.2

Exhibit 10.2

PREMIER COMMERCIAL BANK, N.A.

2001 STOCK OPTION PLAN

1.Purpose

The purpose of the Premier Commercial Bank, N.A. 2001 Stock Option Plan (the “Plan”) is to strengthen Premier Commercial Bank, N.A. (the “Bank”) and those corporations which are or hereafter become subsidiary corporations [as that term is defined in Section 424(f) of the Internal Revenue Code of 1986, as amended from time to time  (the “Code”)] of the Bank by providing an additional means of attracting and retaining competent officers, directors and key employees and by providing to such persons added incentive for high levels of performance. The Plan seeks to accomplish these purposes and achieve these results by providing a means whereby such persons may purchase shares of the common stock of the Bank pursuant to options granted in accordance with the Plan.

Options granted pursuant to the Plan are intended to be either “incentive stock options” within the meaning of Section 422 of the Code, or “nonqualified stock options”, as shall be determined and designated upon the grant of each option hereunder.

2.Administration

The Plan shall be administered by the Board of Directors (the “Board”). Any action of the Board with respect to the administration of the Plan shall be taken pursuant to a majority vote, or the unanimous written consent, of its members. Subject to the express provisions of the Plan, the Board shall have the authority to construe and interpret the Plan, define the terms used therein, prescribe, amend and rescind, the rules and regulations relating to administration of the Plan, and make all other determinations necessary or advisable for administration of the Plan.

All decisions, determinations, interpretations or other actions by the Board shall be final, conclusive and binding on all persons, optionees, grantees, subsidiary corporations of the Bank and any successors-in-interest to such parties.

3.Incentive Stock Options

All options granted which are designated at the time of grant as an “incentive stock option” shall be deemed an incentive stock option.

(a)Incentive stock options granted under the Plan are intended to be qualified under Section 422 of the Code.

(b)Officers and key employees of the Bank or a subsidiary corporation shall be eligible for selection to participate in the incentive stock option portion of the Plan. No director of the Bank who is not also an officer or employee of the Bank or a subsidiary corporation, may be granted an incentive stock option hereunder. Subject to the express provisions of the Plan, the Board shall (i) select from the eligible class of employees to whom incentive stock options shall be granted and make appropriate grants of incentive stock options to those selected, (ii) determine the discretionary terms and provisions of the respective incentive stock option agreements (which need not be identical), (iii) determine the times at which such incentive stock options shall be granted, and (iv) determine the number of shares subject to each incentive stock option. An individual who has been granted an incentive stock option may, if he or she is otherwise eligible under the Plan, be granted additional incentive stock options if the Board shall so determine.

(c)Except as described in subsection (e) below, the Board shall not grant an incentive stock option to purchase shares of the Bank’s common stock to any individual who, at the time of the grant, owns stock possessing more than 10% of the total combined voting power or value of all

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classes of stock of the Bank or a subsidiary corporation. The attribution rules of Section 424(d) of the Code shall apply in the determination of ownership of stock for these purposes.

(d)The aggregate fair market value (determined as of the time the incentive stock option is granted) of stock with respect to which incentive stock options are exercisable for the first time by an individual during any calendar year (under all plans of the Bank and its subsidiary corporations, if any) shall not exceed $100,000, plus any greater amount as may be permitted under subsequent amendments to the Code.

(e)The purchase price of stock subject to each incentive stock option shall be determined by the Board, but shall not be less than one hundred percent (100%) of the fair market value of such stock at the time such option is granted, except, in the case of optionees who at the time of the grant own more than ten percent (10%) of the total combined voting power of all classes of stock of the Bank or a subsidiary corporation, in which case the purchase price of the stock shall not be less than one hundred ten percent (110%) of the fair market value of such stock at the time such option is granted and the term of such option shall be for no more than five (5) years. The fair market value of such stock shall be determined in accordance with any reasonable valuation method, including the valuation methods described in Treasury Regulation Section 20.2031-2.

4.Nonqualified Stock Options

(a)All options granted which are (i) in excess of the aggregate fair market value limitations set forth in Section 3(d) hereof, (ii) designated at the time of the grant as “nonqualified”, or (iii) intended to be incentive stock options but do not meet the requirements of incentive stock options, shall be deemed nonqualified stock options. Nonqualified stock options granted hereunder shall be so designated in the nonqualified stock option agreement entered into between the Bank and the optionee.

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(b)Directors, officers and key employees of the Bank or a subsidiary corporation shall be eligible for selection to participate in the nonqualified stock option portion of the Plan. Subject to the express provisions of the Plan, the Board shall (i) select from the eligible class of individuals to whom nonqualified stock options shall be granted and make appropriate grants of nonqualified stock options to those selected, (ii) determine the discretionary terms and provisions of the respective nonqualified stock option agreements (which need not be identical), (iii) determine the times at which such nonqualified stock options shall be granted, and (iv) determine the number of shares subject to each nonqualified stock option. An individual who has been granted a nonqualified stock option may, if he or she is otherwise eligible under the Plan, be granted additional nonqualified stock options if the Board shall so determine.

(c)The purchase price of stock subject to each nonqualified stock option shall be determined by the Board, but shall not be less than one hundred percent (100%) of the fair market value of such stock at the time such option is granted. The fair market value of such stock shall be determined in accordance with any reasonable valuation method, including the valuation methods described in Treasury Regulation 20.2031-2.

5.Stock Subject to the Plan

Subject to adjustments as provided in Section 12, hereof, the stock to be offered under the Plan shall be shares of the Bank’s authorized but unissued common stock (hereinafter called “stock”) and the aggregate amount of stock to be delivered upon exercise of all options granted under the Plan shall not exceed 220,000 shares. If any option shall be canceled, surrendered or expire for any reason without having been exercised in full, the underlying shares subject thereto shall again be available for purposes of the Plan.

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6.Continuation of Employment

Nothing contained in the Plan (or in any option agreement) shall obligate the Bank or a subsidiary corporation to employ any optionee for any period or interfere in any way with the right of the Bank or a subsidiary corporation to reduce the optionee’s compensation. However, the Bank may not reduce the terms of any option without the approval of the optionee.

7.Exercise of Options

No option shall be exercisable until all necessary regulatory and shareholder approvals of the Plan are obtained. Except as otherwise provided in this section, each option shall be exercisable in such installments, which need not be equal, and upon such contingencies as the Board, shall determine; provided, however, that if an optionee shall not in any given installment period purchase all of the shares which the optionee is entitled to purchase in such installment period, the optionee’s right to purchase any shares not purchased in such installment period shall continue until expiration or termination of such option. Notwithstanding the foregoing, the options shall vest at the rate of no greater than 33 1/3% per year over a three year period from the date the option is granted.

Fractional share interests shall be disregarded, except that they may be accumulated. Not fewer than ten (10) shares may be purchased at any one time, unless the number of shares purchased is the total number of shares which is exercisable at such time, and in no event may the option be exercised with respect to fractional shares. Options may be exercised by written notice delivered to the Bank stating the number of shares with respect to which the option is being exercised, together with the full purchase price for such shares. Payment of the option price in full, for the number of shares to be delivered, must be made in cash or by cashier’s check. If the option is being exercised by any person other than the optionee, said notice shall be accompanied by proof, satisfactory to counsel for the Bank, of the right of such person to exercise the option. Optionees will have no

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rights as shareholders with respect to stock of the Bank subject to their stock option agreements until the date of issuance of the stock certificate to them.

8.Nontransferability of Options

Each option shall, by its terms, be nontransferable by the optionee other than by will or the applicable laws of descent and distribution, and shall be exercisable during his or her lifetime only by the optionee.

9.Cessation of Directorship or Employment

Except as provided in Sections 10 and 20 hereof, if an optionee ceases to be an employee or director of the Bank or a subsidiary corporation for any reason other than his or her disability (as defined in Section 22(e)(3) of the Code) or death, the optionee’s option shall expire three (3) months after the date of termination of such directorship or employment. During the period after cessation of directorship or employment, such option shall be exercisable only as to those installments, if any, which have accrued and/or vested as of the date on which the optionee ceased to be an employee or director of the Bank or a subsidiary corporation.

10.Termination of Employment for Cause

If the stock option agreement so provides and if an optionee’s employment by the Bank or a subsidiary corporation is terminated for cause, the optionee’s option shall expire immediately; provided, however, the Board may, in its sole discretion, within thirty (30) days of such termination, reinstate the option by giving written notice of such reinstatement to the optionee at the optionee’s last known address. In the event of reinstatement, the optionee may exercise the option only to such extent, for such time, and upon such terms and conditions as if he or she had ceased to be employed

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by the Bank or a subsidiary corporation upon the date of such termination for a reason other than cause, disability or death. Termination for cause shall include, but not be limited to, termination for malfeasance or gross misfeasance in the performance of duties or conviction of a crime involving moral turpitude, and, in any event, the determination of the Board with respect thereto shall be final and conclusive.

11.Disability or Death of Optionee

If any optionee dies while serving as an employee or director of the Bank or a subsidiary corporation, the option shall expire one (1) year after the date of such death, except as provided in Section 20 hereof. After such death but before such expiration, the persons to whom the optionee’s rights under the option shall have passed by will or the applicable laws of descent and distribution or the executor or administrator of optionee’s estate shall have the right to exercise such option to the extent that installments, if any, had accrued and/or vested as of the date on which the optionee ceased to be an employee or director of the Bank or a subsidiary corporation.

If the optionee shall terminate his or her employment or directorship because of disability (as defined in Section 22(e)(3) of the Code), the optionee may exercise this option to the extent he or she is entitled to do so at the date of termination, at any time within one (1) year of the date of termination, except as provided in Section 20 hereof.

If any optionee dies during the three (3) month period referred to in Section 9 hereof, the option shall expire one (1) year after the date of such death, except as provided in Section 20 hereof.

12.Adjustment Upon Changes in Capitalization

If the outstanding shares of the stock of the Bank are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Bank through reorganization,

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merger, recapitalization, reclassification, stock split, stock dividend, stock consolidation or otherwise, without consideration to the Bank, an appropriate and proportionate adjustment shall be made in the number and kind of shares as to which options may be granted. A corresponding adjustment changing the number or kind of shares and the exercise price per share allocated to unexercised options or portions thereof, which shall have been granted prior to any such change shall likewise be made. Any such adjustment, however, in an outstanding option shall be made without change in the total price applicable to the unexercised portion of the option, but with a corresponding adjustment in the price for each share subject to the option. Any adjustment under this Section 12 shall be made by the Board, whose determination as to what adjustments shall be made, and the extent thereof, shall be final and conclusive. No fractional shares of stock shall be issued or made available under the Plan on account of any such adjustment, and fractional share-interests shall be disregarded, except that they may be accumulated.

13.Terminating Events

A Terminating Event shall be defined as any one of the following events: (i) a dissolution or liquidation of the Bank; (ii) a reorganization, merger or consolidation of the Bank with one or more corporations, the result of which (A) the Bank is not the surviving corporation, or (B) the Bank becomes a subsidiary of another corporation (which shall be deemed to have occurred if another corporation shall own directly or indirectly, over 51% of the aggregate voting power of all outstanding equity securities of the Bank); (iii) a sale of substantially all the assets of the Bank to another corporation; or (iv) a sale of the equity securities of the Bank representing more than 51% of the aggregate voting power of all outstanding equity securities of the Bank to any person or entity, or any group of persons and/or entities acting in concert. When the Bank knows that a Terminating Event will occur (i) the Bank shall deliver to each optionee no less than thirty (30) days prior to the

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Terminating Event, written notification of the Terminating Event and the optionee’s right to exercise all options granted pursuant to the Plan, whether or not vested under the Plan or applicable stock option agreement, and (ii) all outstanding options granted pursuant to the Plan shall completely vest and become immediately exercisable as to all shares granted pursuant to the option immediately prior to such Terminating Event. This right of exercise shall be conditional upon execution of a final plan of dissolution or liquidation or a definitive agreement of consolidation or merger. Upon the occurrence of the Terminating Event all outstanding options and the Plan shall terminate; provided, however, that any outstanding options not exercised as of the occurrence of the Terminating Event shall not terminate if there is a successor corporation which assumes the outstanding options or substitutes for such options, new options covering the stock of the successor corporation with appropriate adjustments as to the number and kind of shares and prices.

14.Amendment and Termination

The Board may at any time suspend, amend or terminate the Plan and may, with the consent of the optionee, make such modification of the terms and conditions of the option as it shall deem advisable; provided that, except as permitted under the provisions of Sections 12 and 13 hereof, no amendment or modification which would:

(a)increase the maximum number of shares which may be purchased pursuant to options granted under the Plan either in the aggregate or by an individual;

(b)change the minimum option price;

(c)increase the maximum term of options provided for herein; or

(d)permit options to be granted to anyone other than officers, directors or key employees of the Bank or a subsidiary corporation;

may be adopted without the Bank having first obtained any necessary regulatory and shareholder approvals required by law.

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No option may be granted during any suspension or after termination of the Plan. Amendment, suspension or termination of the Plan shall not (except as otherwise provided in Section 12 hereof), without the consent of the optionee, alter or impair any rights or obligations under any option theretofore granted.

15.Time of Granting Options

The time an option is granted, sometimes referred to as the date of grant, shall be the day of the action of the Board described in Sections 3(b) and 4(b) hereof; provided, however, that if appropriate resolutions of the Board indicate that an option is granted as of and on some future date, the time such option is granted shall be such future date. If action by the Board is taken by unanimous written consent of its members, the action of the Board shall be deemed to be at the time the last Board member signs the consent.

16.Privileges of Stock Ownership; Securities Law Compliance; Notice of Sale

No optionee shall be entitled to the privileges of stock ownership as to any shares of stock not actually issued. No shares shall be purchased upon the exercise of any option unless and until the Bank has fully complied with all applicable requirements of any regulatory agency having jurisdiction over the Bank, and all applicable requirements of any exchange upon which stock of the Bank may be listed. The optionee shall give the Bank notice of any sale or disposition of any such shares not more than five (5) days after such sale or disposition.

17.Effective Date of the Plan

The Plan shall be deemed adopted by the Board as of November 7, 2001 and shall be effective immediately subject to approval by the shareholders of the Bank within twelve months of

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the date the Plan is adopted, by the vote of a majority of the outstanding shares represented and voting at a meeting of shareholders at which a quorum is present, or by the written consent vote of the holders of a majority of the outstanding shares of the Bank’s stock.

18.Termination

Unless previously terminated by the Board, the Plan shall terminate at the close of business on November 7 , 2011. No options shall be granted under the Plan thereafter, but such termination shall not affect any option theretofore granted.

19.Option Agreement

Each option shall be evidenced by a written stock option agreement executed by the Bank and the optionee and shall contain each of the provisions and agreements herein specifically required to be contained therein, and such other terms and conditions as are deemed desirable and are not inconsistent with the Plan. Each incentive stock option agreement shall contain such terms and provisions as the Board may determine to be necessary in order to qualify such option as an incentive stock option within the meaning of Section 422 of the Code.

20.Option Period

Each option and all rights and obligations thereunder shall expire on such date as the Board may determine, but not later than ten (10) years from the date such option is granted, and shall be subject to earlier termination as provided elsewhere in the Plan.

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21.Exculpation and Indemnification

To the extent permitted by applicable law in effect from time to time, no member of the Board shall be liable for any act or omission of any other member of the Board nor for any act or omission on the member’s own part, except the member’s own willful misconduct or gross negligence. The Bank and its subsidiary corporations shall pay expenses incurred by, and satisfy a judgment or fine rendered or levied against, a present or former member of the Board in any action brought by a third party against such person (whether or not the Bank is joined as a party defendant) to impose a liability or penalty on such person while a member of the Board arising with respect to the Plan or administration thereof or out of membership on the Board , or all or any combination of the preceding; provided, the Board determines in good faith that such member of the Board was acting in good faith, within what such member of the Board reasonably believed to be the scope of his or her employment or authority, and for a purpose which he or she reasonably believed to be in the best interests of the Bank or its shareholders. Payments authorized hereunder include amounts paid and expenses incurred in settling any such action or threatened action. This Section 21 does not apply to any action instituted or maintained in the right of the Bank by a shareholder or holder of a voting trust certificate representing shares of the Bank or a subsidiary corporation thereof. The provisions of this Section 21 shall apply to the estate, executor, administrator, heirs, legatees or devisees of a member of the Board, and the term “person” as used in this Section 21 shall include the estate, executor, administrator, heirs, legatees or devisees of such person.

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22.Regulatory Capital Requirements

Notwithstanding the foregoing provisions, in the event the Bank’s capital falls below the minimum requirements as determined by the Office of the Comptroller of the Currency or the Bank’s primary federal regulator, the Bank’s primary federal regulator may direct the Bank to require the optionees to either exercise or forfeit their options.

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SECRETARY’S CERTIFICATE OF ADOPTION

I, the undersigned, do hereby certify:

1.That I am the duly elected and acting Secretary of Premier Commercial Bank, N.A. (the “Bank”); and

2.That the foregoing Premier Commercial Bank, N.A. 2001 Stock Option Plan was duly adopted by the Board of Directors at a meeting duly called as required by law and convened on the 7th day of November, 2001.

IN WITNESS WHEREOF, I have hereunto, subscribed my name and affixed the seal of the Bank this 7th day of November, 2001.

/s/ Leslée A. Hoppe

Leslée A. Hoppe, Secretary

(Seal)

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AMENDMENT NO. 1 TO

PREMIER COMMERCIAL BANK, N.A.

2001 STOCK OPTION PLAN

Paragraph 5 of the Premier Commercial Bank, N.A. 2001 Stock Option Plan shall be amended to read in its entirety as follows:

5.Stock Subject to the Plan

Subject to adjustments as provided in Section 12, hereof, the stock to be offered under the Plan shall be shares of the Bank’s authorized but unissued common stock (hereinafter called “stock”) and the aggregate amount of stock to be delivered upon exercise of all options granted under the Plan shall not exceed 349,398 shares. If any option shall be canceled, surrendered or expire for any reason without having been exercised in full, the underlying shares subject thereto shall again be available for purposes of the Plan.

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CERTIFICATE OF ADOPTION

I, the undersigned, do hereby certify:

1.That I am the duly elected and acting Secretary of Premier Commercial Bank, N.A. (the “Bank”); and

2.That the foregoing Amendment No. 1 to Premier Commercial Bank, N.A. 2001 Stock Option Plan was duly adopted by the Board of Directors at a meeting duly called as required by law and convened on the       day of               , 2003.

IN WITNESS WHEREOF, I have hereunto, subscribed my name and affixed the seal of the Bank this        day of               , 2003.

Leslée A. Hoppe, Secretary

(Seal)

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Amendment No. 2 to the

Premier Commercial Bank, N.A.

2001 Stock Option Plan

Paragraph 13 of the Premier Commercial Bank, N.A. 2001 Stock Option Plan is hereby amended to add a last sentence to read as follows:

Notwithstanding the foregoing, a Terminating Event shall not include a reorganization wherein the shareholders who control at least 80% of the shares of the Bank prior to the reorganization will control at least 80% of the shares of the bank holding company in substantially the same proportion following the bank holding company reorganization.

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Secretary’s Certificate of Adoption

I, the undersigned, do hereby certify:

1.That I am the duly elected and acting Secretary of Premier Commercial Bank, N.A. (the “Bank”); and

2.That the foregoing Amendment No. 2 to the Premier Commercial Bank, N.A. 2001 Stock Option Plan was duly adopted by the Board of Directors at a meeting duly called as required by law and convened on the 17^th day of March, 2004.

IN WITNESS WHEREOF, I have hereunto, subscribed my name and affixed the seal of the Bank this 17^th day of March, 2004.

/s/ Viktor R. Uehlinger
Viktor R. Uehlinger	, Secretary

(Seal)

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Amendment No. 3 to the

Premier Commercial Bank, N.A.

2001 Stock Option Plan

Paragraph 5 of the Premier Commercial Bank, N.A. 2001 Stock Option Plan is hereby amended to read in its entirety as follows:

5.Stock Subject to the Plan

Subject to adjustments as provided in Section 12, hereof, the stock to be offered under the Plan shall be shares of the Bank’s authorized but unissued common stock (hereinafter called “stock”) and the aggregate amount of stock to be delivered upon exercise of all options granted under the Plan shall not exceed 349,398 shares. If any option shall be canceled, surrendered or expire for any reason without having been exercised in full, the underlying shares subject thereto shall again be available for purposes of the Plan. Furthermore, the maximum aggregate number of shares that may be issued as incentive stock options under the Plan is 349,398 shares, subject to adjustments as provided in Section 12, hereof.

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Secretary’s Certificate of Adoption

I, the undersigned, do hereby certify:

1.That I am the duly elected and acting Secretary of Premier Commercial Bancorp (the “Company”); and

2.That the foregoing Amendment No. 3 to the Premier Commercial Bank, N.A. 2001 Stock Option Plan was duly adopted by the Board of Directors at a meeting duly called as required by law and convened on the 16^th day of March, 2005.

IN WITNESS WHEREOF, I have hereunto, subscribed my name and affixed the seal of the Company this 16^th day of March, 2005.

/s/ Viktor R. Uehlinger
Viktor R. Uehlinger	, Secretary

(Seal)

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PREMIER COMMERCIAL BANK, N.A.

INCENTIVE STOCK OPTION AGREEMENT

This Incentive Stock Option Agreement (the “Agreement”) is made and entered into as of the       day of              ,       , by and between Premier Commercial Bank, N.A., a national banking association (the “Bank”), and                  (“Optionee”);

WHEREAS, pursuant to the Premier Commercial Bank, N.A.2001 Stock Option Plan (the “Plan”), a copy of which is attached hereto, the Board of Directors of the Bank has authorized granting to Optionee, an incentive stock option to purchase all or any part of                          (                    ) authorized but unissued shares of the Bank’s common stock for cash at the price of                Dollars and                  Cents ($    .   ) per share, such option to be for the term and upon the terms and conditions hereinafter stated;

NOW, THEREFORE, it is hereby agreed:

1.Grant of Option. Pursuant to said action of the Board of Directors and pursuant to authorizations granted by all appropriate regulatory and governmental agencies, the Bank hereby grants to Optionee the option to purchase, upon and subject to the terms and conditions of the Plan, which is incorporated in full herein by this reference, all or any part of                          (           ) shares of the Bank’s common stock (hereinafter called “stock”) at the price of                          Dollars and                     Cents ($   .   ) per share, which price is not less than one hundred percent (100%) of the fair market value of the stock (or not less than 110% of the fair market value of the stock for Optionee-shareholders who own more than ten percent (10%) of the total combined voting power of all classes of stock of the Bank) as of the date of action of the Board of Directors granting this option.

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2.Exercisability. This option shall be exercisable as to                                                                  . This option shall remain exercisable as to all of such shares until                                     ,        , (but not later than ten (10) years from the date this option is granted) unless this option has expired or terminated earlier in accordance with the provisions hereof. Shares as to which this option becomes exercisable pursuant to the foregoing provision may be purchased at any time prior to expiration of this option.

3.Exercise of Option. This option may be exercised by written notice delivered to the Bank stating the number of shares with respect to which this option is being exercised, together with cash in the amount of the purchase price of such shares. Not fewer than ten (10) shares may be purchased at any one time unless the number of shares purchased is the total number of shares which is exercisable at such time, and in no event may the option be exercised with respect to fractional shares. Upon exercise, Optionee shall make appropriate arrangements and shall be responsible for the withholding of any federal and state taxes then due.

4.Cessation of Employment. Except as provided in Paragraphs 2 and 5 hereof, if Optionee shall cease to be an employee of the Bank or a subsidiary corporation for any reason other than Optionee’s death or disability [as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)], this option shall expire three (3) months thereafter. During the three (3) month period this option shall be exercisable only as to those installments, if any, which had accrued as of the date when Optionee ceased to be an employee of the Bank or a subsidiary corporation.

5.Termination of Employment for Cause. If Optionee’s employment with the Bank or a subsidiary corporation is terminated for cause, this option shall expire immediately, unless

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reinstated by the Board of Directors within thirty days (30) days of such termination by giving written notice of such reinstatement to Optionee at his or her last known address. In the event of such reinstatement, Optionee may exercise this option only to such extent, for such time, and upon such terms and conditions as if Optionee had ceased to be an employee of the Bank or a subsidiary corporation upon the date of such termination for a reason other than cause, death or disability. Termination for cause shall include, but not be limited to, termination for malfeasance or gross misfeasance in the performance of duties or conviction of a crime involving moral turpitude, and, in any event, the determination of the Board of Directors with respect thereto shall be final and conclusive.

6.Nontransferability; Death or Disability of Optionee. This option shall not be transferable except by will or by the applicable laws of descent and distribution and shall be exercisable during Optionee’s lifetime only by Optionee. If Optionee dies while serving as an employee of the Bank or a subsidiary corporation, or during the three (3) month period referred to in Paragraph 4 hereof, this option shall expire one (1) year after the date of Optionee’s death or on the day specified in Paragraph 2 hereof, whichever is earlier. After Optionee’s death but before such expiration, the persons to whom Optionee’s rights under this option shall have passed by will or by the applicable laws of descent and distribution or the executor or administrator of Optionee’s estate shall have the right to exercise this option as to those shares for which installments had accrued under Paragraph 2 hereof as of the date on which Optionee ceased to be an employee of the Bank or a subsidiary corporation.

If Optionee terminates his or her employment because of disability, Optionee may exercise this option to the extent he or she is entitled to do so at the date of termination, at any time within one (1) year of the date of termination, or before the expiration date specified in Paragraph 2 hereof, whichever is earlier.

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7.Employment. This Agreement shall not obligate the Bank or a subsidiary corporation to employ Optionee for any period, nor shall it interfere in any way with the right of the Bank or a subsidiary corporation to reduce Optionee’s compensation.

8.Privileges of Stock Ownership. Optionee shall have no rights as a shareholder with respect to the Bank’s stock subject to this option until the date of issuance of stock certificates to Optionee. Except as provided in the Plan, no adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificates are issued.

9.Modification and Termination. The rights of Optionee are subject to modification and termination upon the occurrence of certain events as provided in Sections 13 and 14 of the Plan.

10.Notification of Sale. Optionee agrees that Optionee, or any person acquiring shares upon exercise of this option, will notify the Bank not more than five (5) days after any sale or other disposition of such shares. No shares issuable upon the exercise of this option shall be issued and delivered unless and until the Bank has fully complied with all applicable requirements of any regulatory agency having jurisdiction over the Bank, and all applicable requirements of any exchange upon which stock of the Bank may be listed.

11.Notices. Any notice to the Bank provided for in this Agreement shall be addressed to it in care of its President or Chief Financial Officer at its main office and any notice to Optionee shall be addressed to Optionee’s address on file with the Bank or a subsidiary corporation, or to such other address as either may designate to the other in writing. Any notice shall be deemed to be duly given if and when enclosed in a properly sealed envelope and addressed as stated above and deposited, postage prepaid, with the United States Postal Service. In lieu of giving notice by mail as aforesaid, any written notice under this Agreement may be given to Optionee in person, and to the Bank by personal delivery to its President or Chief Financial Officer.

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12.Incentive Stock Option. This Agreement is intended to be an incentive stock option agreement as defined in Section 422 of the Code; provided, however, that if the option shall fail to constitute an incentive stock option for any reason, the option shall thereafter be governed by the provisions of the Plan regarding nonqualified stock options.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

OPTIONEE	PREMIER COMMERCIAL BANK, N.A.
	By
	By

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PREMIER COMMERCIAL BANK, N.A.

NONQUALIFIED STOCK OPTION AGREEMENT

This Nonqualified Stock Option Agreement (the “Agreement”) is made and entered into as of the      day of              ,     , by and between Premier Commercial Bank, N.A., a national banking association (the “Bank”), and                   (“Optionee”);

WHEREAS, pursuant to the Premier Commercial Bank, N.A. 2001 Stock Option Plan (the “Plan”), a copy of which is attached hereto, the Board of Directors of the Bank has authorized granting to Optionee, a nonqualified stock option to purchase all or any part of                               (                       ) authorized but unissued shares of the Bank’s common stock for cash at the price of                         Dollars and                     Cents ($    .   ) per share, such option to be for the term and upon the terms and conditions hereinafter stated;

NOW, THEREFORE, it is hereby agreed:

1.Grant of Option. Pursuant to said action of the Board of Directors and pursuant to authorizations granted by all appropriate regulatory and governmental agencies, the Bank hereby grants to Optionee the option to purchase, upon and subject to the terms and conditions of the Plan, which is incorporated in full herein by this reference, all or any part of                         (             ) shares of the Bank’s common stock (hereinafter called “stock”) at the price of                              Dollars and                 Cents ($    .   ) per share, which price is not less than one hundred percent (100%) of the fair market value of the stock as of the date of action of the Board of Directors granting this option and which number is not more than 100% of the total number of shares of the Bank’s common stock beneficially owned by the Optionee.

2.Exercisability. This option shall be exercisable as to                                                                                              

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                                                                        . This option shall remain exercisable as to all of such shares until                                    ,      , (but not later than ten (10) years from the date this option is granted) unless this option has expired or terminated earlier in accordance with the provisions hereof. Shares as to which this option becomes exercisable pursuant to the foregoing provision may be purchased at any time prior to expiration of this option.

3.Exercise of Option. This option may be exercised by written notice delivered to the Bank stating the number of shares with respect to which this option is being exercised, together with cash in the amount of the purchase price of such shares. Not fewer than ten (10) shares may be purchased at any one time unless the number of shares purchased is the total number of shares which is exercisable at such time, and in no event may the option be exercised with respect to fractional shares. Upon exercise, Optionee shall make appropriate arrangements and shall be responsible for the withholding of any federal and state taxes then due.

4.Cessation of Directorship or Employment. Except as provided in Paragraphs 2 and 5 hereof, if Optionee shall cease to be a director or an employee of the Bank or a subsidiary corporation for any reason other than Optionee’s death or disability [as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”)], this option shall expire three (3) months thereafter. During the three (3) month period this option shall be exercisable only as to those installments, if any, which had accrued as of the date when Optionee ceased to be a director or an employee of the Bank or a subsidiary corporation.

5.Termination of Employment for Cause. If Optionee’s employment with the Bank or a subsidiary corporation is terminated for cause, this option shall expire immediately, unless reinstated by the Board of Directors within thirty days (30) days of such termination by giving written notice of such reinstatement to Optionee at his or her last known address. In the event of

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such reinstatement, Optionee may exercise this option only to such extent, for such time, and upon such terms and conditions as if Optionee had ceased to be an employee of the Bank or a subsidiary corporation upon the date of such termination for a reason other than cause, death or disability. Termination for cause shall include, but not be limited to, termination for malfeasance or gross misfeasance in the performance of duties or conviction of a crime involving moral turpitude, and, in any event, the determination of the Board of Directors with respect thereto shall be final and conclusive.

6.Nontransferability; Death or Disability of Optionee. This option shall not be transferable except by will or by the applicable laws of descent and distribution and shall be exercisable during Optionee’s lifetime only by Optionee. If Optionee dies while serving as a director or an employee of the Bank or a subsidiary corporation, or during the three (3) month period referred to in Paragraph 4 hereof, this option shall expire one (1) year after the date of Optionee’s death or on the day specified in Paragraph 2 hereof, whichever is earlier. After Optionee’s death but before such expiration, the persons to whom Optionee’s rights under this option shall have passed by will or by the applicable laws of descent and distribution or the executor or administrator of Optionee’s estate shall have the right to exercise this option as to those shares for which installments had accrued under Paragraph 2 hereof as of the date on which Optionee ceased to be a director or an employee of the Bank or a subsidiary corporation.

If Optionee terminates his or her directorship or employment because of disability, Optionee may exercise this option to the extent he or she is entitled to do so at the date of termination, at any time within one (1) year of the date of termination, or before the expiration date specified in Paragraph 2 hereof, whichever is earlier.

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7.Employment. This Agreement shall not obligate the Bank or a subsidiary corporation to employ Optionee for any period, nor shall it interfere in any way with the right of the Bank or a subsidiary corporation to reduce Optionee’s compensation.

8.Privileges of Stock Ownership. Optionee shall have no rights as a shareholder with respect to the Bank’s stock subject to this option until the date of issuance of stock certificates to Optionee. Except as provided in the Plan, no adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificates are issued.

9.Modification and Termination. The rights of Optionee are subject to modification and termination upon the occurrence of certain events as provided in Sections 13 and 14 of the Plan.

10.Notification of Sale. Optionee agrees that Optionee, or any person acquiring shares upon exercise of this option, will notify the Bank not more than five (5) days after any sale or other disposition of such shares. No shares issuable upon the exercise of this option shall be issued and delivered unless and until the Bank has fully complied with all applicable requirements of any regulatory agency having jurisdiction over the Bank, and all applicable requirements of any exchange upon which stock of the Bank may be listed.

11.Notices. Any notice to the Bank provided for in this Agreement shall be addressed to it in care of its President or Chief Financial Officer at its main office and any notice to Optionee shall be addressed to Optionee’s address on file with the Bank or a subsidiary corporation, or to such other address as either may designate to the other in writing. Any notice shall be deemed to be duly given if and when enclosed in a properly sealed envelope and addressed as stated above and deposited, postage prepaid, with the United States Postal Service. In lieu of giving notice by mail as aforesaid, any written notice under this Agreement may be given to Optionee in person, and to the Bank by personal delivery to its President or Chief Financial Officer.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

OPTIONEE	PREMIER COMMERCIAL BANK, N.A.
	By
	By

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EX-10.3

Exhibit 10.3

PREMIER COMMERCIAL BANCORP

2005 RESTRICTED STOCK AWARD PLAN

1.Purpose

The purpose of the Premier Commercial Bancorp 2005 Restricted Stock Award Plan (“Plan”) is to provide rewards for and incentives for high levels of future performance by directors and/or senior officers who contribute to the overall success of Premier Commercial Bancorp and its subsidiaries, through their productive efforts, loyalty and devoted service and to attract and retain non-employee directors by encouraging and enabling the acquisition of a financial interest in the Premier Commercial Bancorp by such directors through the issuance of restricted shares of Common Stock of the Premier Commercial Bancorp, providing such directors a stake in the growth and profitability of the Premier Commercial Bancorp, in order to enable them to represent the viewpoint of other shareholders of the Premier Commercial Bancorp more effectively.

2.Administration

The Plan shall be administered by the Board of Directors (the “Board”). Any action of the Board with respect to the administration of the Plan shall be taken pursuant to a majority vote, or the unanimous written consent, of its members. Subject to the express provisions of the Plan, the Board shall have the authority to construe and interpret the Plan, define the terms used therein, prescribe, amend and rescind the rules and regulations relating to administration of the Plan, and make all other determinations necessary or advisable for administration of the Plan.

All decisions, determinations, interpretations or other actions by the Board shall be final, conclusive and binding on all persons, grantees, subsidiary corporations of Premier Commercial Bancorp and any successors-in-interest to such parties.

3.Participation, Determination of Restrictions Placed on Awards, and Award Grant

Directors and Senior Officers of Premier Commercial Bancorp and Directors and Senior Officers of any of Premier Commercial Bancorp’s significant operating subsidiaries shall be eligible for selection to participate in the Plan. Employees, who are not senior officers, of Premier Commercial Bancorp or any its significant subsidiaries, shall not be eligible to participate in the Plan. From the group of eligible participants, the Board shall select the individuals that will receive the Restricted Stock Awards, the terms and provisions of such Restricted Stock Awards and shall grant the Restricted Stock Awards to such individuals with such terms and provisions.

The Board may grant a Restricted Stock Award with a vesting period up to ten years. The terms and provisions imposed on the Restricted Stock Award may include the achievement of pre-established performance goals and/or continued employment or directorship with Premier Commercial Bancorp or its significant subsidiaries through a specified vesting period. For a Restricted Stock Award with performance goals requirements, the total vesting period of such Restricted Stock Award shall be not less than two years with a vesting rate of not more than 50% per year. For a Restricted Stock Award without performance goal requirements, the vesting period shall be not less than three years with a vesting rate of not more than 35% per year. If a grantee is not able to completely satisfy the terms and provisions of a Restricted Stock Award, the grantee shall forfeit his or her award of the Restricted Stock Award, except as to any separable part of his or her Restricted Stock Award which has fully vested and the terms and provisions of such separable part have been fully satisfied.

The Board shall also determine as part of the terms and provisions of each Restricted Stock Award granted the dividend rights to such Restricted Stock Award. The Board may provide in the Restricted Stock Award Agreement for the immediate payment, waiver, deferral or investment for the benefit of the grantee of dividends paid on the Restricted Stock awarded to the grantee.

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All of the terms and provisions determined for each Restricted Stock Award, including the effective date of the grant shall be memorialized in a written Restricted Stock Award Agreement executed between Premier Commercial Bancorp and the grantee. The grant of a Restricted Stock Award to a grantee is contingent on that grantee (i) executing his or her Restricted Stock Award agreement, and (ii) a blank stock power in favor of Premier Commercial Bancorp.

4.Stock Subjection to the Plan

Subject to the adjustments provided in Section 5, the stock to be offered under the plan shall be shares of Premier Commercial Bancorp’s authorized but unissued common stock, and the aggregate number of all shares granted under the Plan shall not exceed 85,000 shares. If any Restricted Stock Award terminates for any reason prior to full vesting by the participant, the portion which remains unvested shall again be available for purposes of this Plan. All stock certificates issued pursuant to a Restricted Stock Award shall remain in the possession of Premier Commercial Bancorp until the terms and provisions of the Restricted Stock Award with respect to such stock certificate have been fully satisfied. The grantee shall have voting rights with respect to an outstanding Restricted Stock Award. Any shares of Premier Commercial Bancorp common stock under a Restricted Stock Award that does not vest or is not delivered because of the failure of the grantee to fully satisfy the terms and provisions of the Restricted Stock Award shall be canceled and terminated.

5.Adjustment Upon Changes in Capitalization

If the outstanding shares of the stock of Premier Commercial Bancorp are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Premier Commercial Bancorp through reorganization, merger, recapitalization, reclassification, stock split, stock dividend, stock consolidation or otherwise, without consideration to the Premier Commercial Bancorp, an appropriate and proportionate adjustment shall be made in the number and kind of shares as to which Restricted Stock

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Awards may be granted. Any adjustment under this Section shall be made by the Board, whose determination as to what adjustment shall be made, and the extent thereof, shall be final and conclusive. All fractional shares of stock resulting from an adjustment under this Section shall be rounded down.

6.Continuation of Employment or Directorship

Nothing contained herein or any Restricted Stock Award Agreement issued hereunder shall constitute a guarantee or promise of continued employment or directorship or obligate Premier Commercial Bancorp or any subsidiary of Premier Commercial Bancorp to employ a grantee or to nominate or elect a grantee as a director for any period of time; nor shall it interfere in any way with the right of Premier Commercial Bancorp or any subsidiary of Premier Commercial Bancorp to reduce the grantee’s compensation, alter his or her job description or duties or remove or not elect grantee as a director.

7.Nontransferability of Restricted Stock Awards

The Restricted Stock Award granted hereunder shall be nontransferable and nonassignable, and the Restricted Stock Award and stock underlying such Restricted Stock Award may not be pledged or otherwise encumbered or disposed of except as expressly provided herein or in the Restricted Stock Award agreement.

8.Vesting of Restricted Stock Awards

The Restricted Stock Awards shall vest as determined by the Board, and shares payable under vested Restricted Stock Awards shall be delivered to the grantee as soon as possible after vesting and full satisfaction of the other terms and provisions of the grantee’s Restricted Stock Award. Grantees of Restricted Stock Awards shall have such rights as shareholders with respect to the undelivered shares of common stock of Premier Commercial Bancorp granted to them under this Plan as set forth in this Plan and in their Restricted Stock Award agreement.

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9.Cessation of Employment or Directorship

If a grantee of a Restricted Stock Award ceases to be an employee or director of Premier Commercial Bancorp or its significant subsidiary for any reason, other that as specified in Section 10, below, the Restricted Stock Award shall be canceled and terminated with respect to any shares payable under the Restricted Stock Award (i) which have not yet vested or (ii) which the terms and provisions of the Restricted Stock Award have not been fully satisfied as of the date of cessation of employment or directorship with Premier Commercial Bancorp or its subsidiary.

10.Terminating Events

A Terminating Event shall be defined as any one of the following events: (i) a dissolution or liquidation of Premier Commercial Bancorp; (ii) a reorganization, merger or consolidation of Premier Commercial Bancorp with one or more corporations, the result of which (A) Premier Commercial Bancorp is not the surviving corporation, or (B) Premier Commercial Bancorp becomes a subsidiary of another corporation (which shall be deemed to have occurred if another corporation shall own directly or indirectly, over 50% of the aggregate voting power of all outstanding equity securities of Premier Commercial Bancorp), however a reorganization, merger or consolidation of Premier Commercial Bancorp shall not be deemed to have occurred if the proportionate interest of each of the shareholders of Premier Commercial Bancorp before and after such reorganization, merger or consolidation is substantially the same; (iii) a sale of 50% or more of the assets of Premier Commercial Bancorp on a consolidated basis to another corporation; or (iv) a sale or transfer of the equity securities of Premier Commercial Bancorp representing more than 50% of the aggregate voting power of all outstanding equity securities of Premier Commercial Bancorp to any person or entity, or any group of persons and/or entities acting in concert. When Premier Commercial Bancorp believes that a Terminating Event is likely to succeed to completion (i) it shall deliver to each grantee no less than fifteen (15) days prior to the effective date of the Terminating Event, written notification of the Terminating Event, and (ii) all Restricted Stock Awards granted pursuant to the Plan which are

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outstanding and were in existence at least six months prior to the effective date of the Termination Event, shall completely vest at a date that is five (5) business days prior to the effective date of such Terminating Event. All Restricted Stock Awards shall terminate at the effective date of the Terminating Event including Restricted Stock Awards which have been outstanding for less than six months from the time of its grant to the expected effective date of the Termination Event.

11.Tax Effects and Withholding

It is intended that the Restricted Stock Awards granted pursuant to this Plan be governed by Section 83 of the Internal Revenue Code in connection with the transfer of property to an employee as compensation for the employee’s services. Premier Commercial Bancorp or its significant subsidiary shall make the necessary employer’s withholdings from transfers or payments made to the grantee of a Restricted Stock Award under this Plan for all federal, state, local, city or other taxes as shall be required pursuant to any applicable statute, regulation or rule.

12.Amendment and Termination

This Plan may be amended or terminated in whole or in part by the Board of Premier Commercial Bancorp in its sole discretion, but no such action shall adversely affect or alter any right or obligation existing prior to such amendment or termination.

13.Effective Date of the Plan

The Plan shall be deemed adopted as of July 20, 2005, and shall be effective immediately.

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14.Termination

Unless previously terminated by the Board, the Plan shall terminate at the close of business on July 20, 2015. No Restricted Stock Award shall be granted under this Plan thereafter. Such termination shall not affect any Restricted Stock Award granted prior to termination.

15.Restricted Stock Award Agreement

Each Restricted Stock Award shall be evidenced by a written Restricted Stock Award Agreement executed by Premier Commercial Bancorp and the grantee. The Restricted Stock Award Agreement shall contain each of the provisions and agreements which are required under this Plan to be contained therein, and such other terms and conditions as are deemed desirable and are not inconsistent with this Plan. The Restricted Stock Award Agreement shall also provide that Premier Commercial Bancorp or its successor be notified of any election by the grantee’s, within five days thereof, under Section 83(b) of the Internal Revenue Code, to include the Restricted Stock Award in the grantee’s gross income.

16.Exculpation and Indemnification

To the extent permitted by applicable law in effect from time to time, no member of the Board  shall be liable for any act or omission of any other member of the Board nor for any act or omission on the member’s own part in connection with the administration of this Plan and related acts, except for the member’s own willful misconduct or gross negligence. Premier Commercial Bancorp and its subsidiary corporations shall pay expenses incurred by, and satisfy a judgment or fine rendered or levied against, a present or former member of the Board in any action brought by a third party against such person (whether or not Premier Commercial Bancorp or its subsidiary is joined as a party defendant) to impose a liability or penalty on such person while a member of the Board arising with respect to the Plan or administration thereof or out of membership on the Board, or all or any combination of the preceding; provided, the Board determines in good faith that such member of the Board was acting in good faith, within what such member

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of the Board reasonably believed to be the scope of his or her employment or authority, and for a purpose which he or she reasonably believed to be in the best interests of Premier Commercial Bancorp or its shareholders. Payments authorized hereunder include amounts paid and expenses incurred in settling any such action or threatened action. The provisions of this Section shall apply to the estate, executor, administrator, heirs, legatees or devisees of a member of the Board, and the term “person” as used in this Section shall include the estate, executor, administrator, heirs, legatees or devisees of such person.

17.Agreement and Representations of Grantee

Premier Commercial Bancorp, at its sole discretion, may take all reasonable steps to assure itself against any sale or distribution by the grantee which does not comply with this Plan and/or federal or state securities laws, including the affixing of the following legend on any certificate representing the shares:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM WITH RESPECT TO THESE SHARES UNDER THE ACT OR A WRITTEN OPINION OF COUNSEL FOR THE GRANTEE, WHICH OPINION SHALL BE ACCEPTABLE TO COUNSEL FOR PREMIER COMMERCIAL BANCORP, THAT REGISTRATION IS NOT REQUIRED.

In the event that the grantee at any time contemplates the disposition of the stock (whether by sale, exchange, give or other form of transfer), he will first notify Premier Commercial Bancorp of such proposed disposition and will thereafter cooperate with Premier Commercial Bancorp in complying with all applicable requirements of law which, in the opinion of Premier Commercial Bancorp, must be satisfied prior to the making of such disposition. Before consummating such disposition, grantee agrees to provide to Premier Commercial Bancorp an opinion of grantee’s counsel, both of which such opinion and such counsel shall be satisfactory to Premier Commercial Bancorp, that such disposition will not result in a violation of any state or federal securities laws or regulations. Premier Commercial Bancorp agrees to remove any legend affixed to the certificates representing the shares, pursuant to this Section, when all of the restrictions on the transfer of the shares, whether imposed by this Plan or federal or state law, have terminated.

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SECRETARY’S CERTIFICATE OF ADOPTION

I, the undersigned, do hereby certify:

1.That I am the duly elected and acting Secretary of Premier Commercial Bancorp; and

2.That the foregoing 2005 Restricted Stock Award Plan was duly adopted by the Board of Directors at a meeting duly called as required by law and convened on the 20th day of July, 2005.

IN WITNESS WHEREOF, I have hereunto, subscribed my name and affixed the seal of Premier Commercial Bancorp this 20th day of July, 2005.

/s/ Viktor R. Uehlinger

Viktor Uehlinger, Secretary

(Seal)

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PREMIER COMMERCIAL BANCORP

RESTRICTED STOCK AWARD AGREEMENT

(EXECUTIVE OFFICERS)

THIS RESTRICTED STOCK AWARD AGREEMENT is entered into this      day of August 2005, by and between Premier Commercial Bancorp (“Company”) and                                              (“Grantee”);

WHEREAS, pursuant to the 2005 Premier Commercial Bancorp Restricted Stock Award Plan (the “Plan”), the Board of Directors of the Company has authorized the grant to Grantee a Restricted Stock Award for                shares of the Company’s common stock subject to the full satisfaction of the vesting requirements and other terms and provisions of his or her Restricted Stock Award;

NOW, THEREFORE, it is hereby agreed:

1.Restricted Stock Award

Pursuant to action duly taken by the Board of Directors and pursuant to exemptions under federal and California securities laws, the Company grants to Grantee a Restricted Stock Award (“Award”), upon and subject to the terms and conditions of the Plan, which are incorporated in full herein by this reference, consisting of                       shares of the Company’s common stock on the condition that the Grantee remains in the employ of the Company or its subsidiary corporation for two (2) years and satisfies the additional terms and provisions set forth in Section 3 herein.

2.Vesting

The Award shall vest totally after two (2) years from the date of the grant, provided that the terms and provisions set forth in Section 3 are also satisfied. In addition                      shares shall vest on the first anniversary of the grant date and                      shares shall vest on the second anniversary of the grant date, provided that all of the terms and provisions set forth in Section 3 herein have been fully satisfied  with respect to each partial Award at the respective

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vesting dates. In the event that the terms and provisions set forth in Section 3 herein have not been fully satisfied with respect to each partial Award at the respective vesting date, then the partial Award shall be extended for another year. However, no partial Award shall vest after the fifth anniversary of the grant date. No part of the Award shall vest earlier than as aforementioned, except as provided in Section 10 of the Plan. The Award shall be nontransferable. Grantee shall have no rights as a shareholder with respect to the Company’s stock represented by the any part of the Award until its complete vesting, full satisfaction of the terms and provisions set forth in Section 3 herein and the delivery of the stock certificates to the Grantee, except for cash dividends which shall be deferred until delivery of the stock certificates. If Grantee ceases to be employed by the Company or its subsidiary for any reason, other that as specified in Section 10 of the Plan the Award shall be canceled and terminated with respect to any shares which have not yet vested or have not yet satisfied the terms and provisions set forth in Section 3 herein as of the date of cessation of employment with the Company or its subsidiary.

3.Other Terms and Provisions of the Restricted Stock Award

No portion of the Award shall vest unless the following terms and conditions have also been fully satisfied. Company, on a consolidated basis, shall have achieved profitable operations for the year immediately prior to the vesting anniversary with the core pretax income of the Company, on a consolidated basis, being at least eighty percent (80%) of the core pretax income approved in such year’s budget by the Board of Directors. Furthermore, the budgeted core pretax income shall not be less than the core pretax income realized by Company, on a consolidated basis for the previous year. Core pretax income shall be defined for this Section 3 as the pretax income for Company, on a consolidated basis, adjusted for any nonrecurring income or expense. The vesting of a partial Award shall also be conditioned upon Company, on a consolidated basis, achieving both the Return on Average Assets and Return on Average Equity guidelines contained in Grantee’s existing employment agreement with Company. The Board of Directors shall have the absolute right to waive the aforementioned conditions for vesting of a partial Award. However, no partial Award shall vest if during the year up to the vesting date if either Company or it’s banking subsidiary shall have been deemed less than satisfactory by the federal banking regulatory agencies in any report of examination or Company or it’s banking subsidiary are operating under any formal or informal enforcement

2

action required by a federal banking regulator.

4.Compliance with Federal and State Law

The Company, at its sole discretion, may take all reasonable steps to assure itself against any sale or distribution by Grantee which does not comply with the Plan and/or federal or state securities laws, including the affixing of the following legend on any certificate representing the shares:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM WITH RESPECT TO THESE SHARES UNDER THE ACT OR A WRITTEN OPINION OF COUNSEL FOR THE GRANTEE, WHICH OPINION SHALL BE ACCEPTABLE TO COUNSEL FOR HEMET BANCORP, THAT REGISTRATION IS NOT REQUIRED.

In the event that Grantee at any time contemplates the disposition of the stock (whether by sale, exchange, give or other form of transfer), he will first notify the Company of such proposed disposition and will thereafter cooperate with the Company in complying with all applicable requirements of law which, in the opinion of the Company, must be satisfied prior to the making of such disposition. Before consummating such disposition, grantee agrees to provide to the Company an opinion of grantee’s counsel, both of which such opinion and such counsel shall be satisfactory to the Company, that such disposition will not result in a violation of any state or federal securities laws or regulations. The Company agrees to remove any legend affixed to the certificates representing the shares, pursuant to this Section, when all of the restrictions on the transfer of the shares, whether imposed by the Plan or federal or state law, have terminated.

5.Notification of Sale or Transfer of Stock

Grantee agrees that he, or any person acquiring shares covered by this Agreement, will notify the Bank, in writing, of any proposed sale or other disposition of shares covered by this Agreement, not fewer than five (5) days prior to any sale or other disposition of those shares.

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6.Employment

This Agreement shall not obligate the Company or its subsidiary to employ Grantee for any period, nor shall it interfere in any way with the right of the Company or its subsidiary to terminate Grantee or reduce Grantee’s compensation.

7.Taxes

Grantee understands that the Company makes no representation as to the tax effect of the Award Bonus, except that it is intended to qualify as Section 83 property under the Internal Revenue Code. Grantee agrees to seek the advice of counsel or a qualified tax accountant as to the tax effect of the Award. Further, Grantee agrees to notify the Company if he or she elects, within 30 days of the granting, under Section 83(b) of the Internal Revenue Code to include the conditioned stock bonus in the Grantee’s gross income.

8.Notices

Any notice to the Company provided for in this Agreement shall be addressed to the Company, in care of its President, at its main office; and any notice to Grantee shall be addressed to the address of Grantee on file with the Company or its subsidiary; or to such other address as either may designate to the other in writing. Any notice shall be deemed to be duly given if delivered personally, mailed by registered or certified mail (return receipt requested), sent by confirmed overnight courier or telecopied (with electronic confirmation and verbal confirmation for the person to whom such telecopy is addressed), on the date such notice is so delivered, mailed or sent, as the case may be.

9.Amendments, Supplement and Waiver

This Agreement may be amended or supplemented, and compliance with the provisions hereof may be waived only by an instrument in writing signed by the party against which enforcement of such amendment, supplement or waiver of compliance is sought.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

PREMIER COMMERCIAL BANCORP

By

Name and Title

GRANTEE

Name

5

IRREVOCABLE STOCK POWER

For valued received, the undersigned hereby sells, assigns and transfers unto Premier Commercial Bancorp, 2400 East Katella Avenue, Suite 125, Anaheim, California 92806                                                                                                 shares of the capital stock represented by the attached Premier Commercial Bancorp common stock certificate, and does hereby irrevocably constitute and appoint                                                             Attorney to transfer the said stock on the books of Premier Commercial Bancorp with full power of substitution in the premises.

Dated

Notice:              The signature to this assignment must correspond with the name as written upon the face of the Certificate in every particular, without alteration or enlargement or any change whatever.

Signature

By

PREMIER COMMERCIAL BANCORP

RESTRICTED STOCK AWARD AGREEMENT

(SENIOR OFFICERS)

THIS RESTRICTED STOCK AWARD AGREEMENT is entered into this      day of August 2005, by and between Premier Commercial Bancorp (“Company”) and                                                 (“Grantee”);

WHEREAS, pursuant to the 2005 Premier Commercial Bancorp Restricted Stock Award Plan (the “Plan”), the Board of Directors of the Company has authorized the grant to Grantee a Restricted Stock Award for                     shares of the Company’s common stock subject to the full satisfaction of the vesting requirements and other terms and provisions of his or her Restricted Stock Award;

NOW, THEREFORE, it is hereby agreed:

1.Restricted Stock Award

Pursuant to action duly taken by the Board of Directors and pursuant to exemptions under federal and California securities laws, the Company grants to Grantee a Restricted Stock Award (“Award”), upon and subject to the terms and conditions of the Plan, which are incorporated in full herein by this reference, consisting of                     shares of the Company’s common stock on the condition that the Grantee remains in the employ of the Company or its subsidiary corporation for two (2) years and satisfies the additional terms and provisions set forth in Section 3 herein.

2.Vesting

The Award shall vest totally after two (2) years from the date of the grant, provided that the terms and provisions set forth in Section 3 are also satisfied. In addition                     shares shall vest on the first anniversary of the grant date and                     shares shall vest on the second anniversary of the grant date, provided that all of the terms and provisions set forth in Section 3 herein have been fully satisfied  with respect to each partial Award at the respective vesting dates. In the event that the terms and provisions set forth in Section 3 herein have not been fully satisfied with respect to each partial Award at the respective

1

vesting date, then the partial Award shall be extended for another year. However, no partial Award shall vest after the fifth anniversary of the grant date. No part of the Award shall vest earlier than as aforementioned, except as provided in Section 10 of the Plan. The Award shall be nontransferable. Grantee shall have no rights as a shareholder with respect to the Company’s stock represented by the any part of the Award until its complete vesting, full satisfaction of the terms and provisions set forth in Section 3 herein and the delivery of the stock certificates to the Grantee, except for cash dividends which shall be deferred until delivery of the stock certificates. If Grantee ceases to be employed by the Company or its subsidiary for any reason, other that as specified in Section 10 of the Plan the Award shall be canceled and terminated with respect to any shares which have not yet vested or have not yet satisfied the terms and provisions set forth in Section 3 herein as of the date of cessation of employment with the Company or its subsidiary.

3.Other Terms and Provisions of the Restricted Stock Award

No portion of the Award shall vest unless the following terms and conditions have also been fully satisfied. Company, on a consolidated basis, shall have achieved profitable operations for the year immediately prior to the vesting anniversary with the core pretax income of the Company, on a consolidated basis, being at least eighty percent (80%) of the core pretax income approved in such year’s budget by the Board of Directors. Furthermore, the budgeted core pretax income shall not be less than the core pretax income realized by Company, on a consolidated basis for the previous year. Core pretax income shall be defined for this Section 3 as the pretax income for Company, on a consolidated basis, adjusted for any nonrecurring income or expense. The vesting of a partial Award shall also be conditioned upon Bank receiving nothing less than a satisfactory rating for asset quality from either the federal banking regulator or external credit review for the twelve months immediately proceeding the vesting date. (or – “Bank receiving nothing less than a satisfactory rating for Bank Secrecy Act and overall compliance from either the federal banking regulator or external auditor for the twelve months immediately proceeding the vesting date.) The Board of Directors shall have the absolute right to waive the aforementioned conditions for vesting of a partial Award. However, no partial Award shall vest if during the year up to the

2

vesting date if either Company or it’s banking subsidiary shall have been deemed less than satisfactory by the federal banking regulatory agencies in any report of examination or Company or it’s banking subsidiary are operating under any formal or informal enforcement action required by a federal banking regulator.

4.Compliance with Federal and State Law

The Company, at its sole discretion, may take all reasonable steps to assure itself against any sale or distribution by Grantee which does not comply with the Plan and/or federal or state securities laws, including the affixing of the following legend on any certificate representing the shares:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM WITH RESPECT TO THESE SHARES UNDER THE ACT OR A WRITTEN OPINION OF COUNSEL FOR THE GRANTEE, WHICH OPINION SHALL BE ACCEPTABLE TO COUNSEL FOR HEMET BANCORP, THAT REGISTRATION IS NOT REQUIRED.

In the event that Grantee at any time contemplates the disposition of the stock (whether by sale, exchange, give or other form of transfer), he will first notify the Company of such proposed disposition and will thereafter cooperate with the Company in complying with all applicable requirements of law which, in the opinion of the Company, must be satisfied prior to the making of such disposition. Before consummating such disposition, grantee agrees to provide to the Company an opinion of grantee’s counsel, both of which such opinion and such counsel shall be satisfactory to the Company, that such disposition will not result in a violation of any state or federal securities laws or regulations. The Company agrees to remove any legend affixed to the certificates representing the shares, pursuant to this Section, when all of the restrictions on the transfer of the shares, whether imposed by the Plan or federal or state law, have terminated.

5.Notification of Sale or Transfer of Stock

Grantee agrees that he, or any person acquiring shares covered by this Agreement, will notify the Bank, in writing, of any proposed sale or other disposition of shares covered by this Agreement, not fewer

3

than five (5) days prior to any sale or other disposition of those shares.

6.Employment

This Agreement shall not obligate the Company or its subsidiary to employ Grantee for any period, nor shall it interfere in any way with the right of the Company or its subsidiary to terminate Grantee or reduce Grantee’s compensation.

7.Taxes

Grantee understands that the Company makes no representation as to the tax effect of the Award Bonus, except that it is intended to qualify as Section 83 property under the Internal Revenue Code. Grantee agrees to seek the advice of counsel or a qualified tax accountant as to the tax effect of the Award. Further, Grantee agrees to notify the Company if he or she elects, within 30 days of the granting, under Section 83(b) of the Internal Revenue Code to include the conditioned stock bonus in the Grantee’s gross income.

8.Notices

Any notice to the Company provided for in this Agreement shall be addressed to the Company, in care of its President, at its main office; and any notice to Grantee shall be addressed to the address of Grantee on file with the Company or its subsidiary; or to such other address as either may designate to the other in writing. Any notice shall be deemed to be duly given if delivered personally, mailed by registered or certified mail (return receipt requested), sent by confirmed overnight courier or telecopied (with electronic confirmation and verbal confirmation for the person to whom such telecopy is addressed), on the date such notice is so delivered, mailed or sent, as the case may be.

9.Amendments, Supplement and Waiver

This Agreement may be amended or supplemented, and compliance with the provisions hereof may be waived only by an instrument in writing signed by the party against which enforcement of such amendment, supplement or waiver of compliance is sought.

4

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

PREMIER COMMERCIAL BANCORP

By

Name and Title

GRANTEE

Name

5

IRREVOCABLE STOCK POWER

For valued received, the undersigned hereby sells, assigns and transfers unto

Premier Commercial Bancorp, 2400 East Katella Avenue, Suite 125, Anaheim, California 92806

                                                                                                                                                      &nbs p;                          shares of the capital stock represented by the attached Premier Commercial Bancorp common stock certificate, and does hereby irrevocably constitute and appoint Kenneth Cosgrove, Attorney to transfer the said stock on the books of Premier Commercial Bancorp with full power of substitution in the premises.

Dated

Notice:               The signature to this assignment must correspond with the name as written upon the face of the Certificate in every particular, without alteration or enlargement or any change whatever.

Signature

By

PREMIER COMMERCIAL BANCORP

RESTRICTED STOCK AWARD AGREEMENT

(DIRECTORS)

THIS RESTRICTED STOCK AWARD AGREEMENT is entered into this      day of August 2005, by and between Premier Commercial Bancorp (“Company”) and                                                           (“Grantee”);

WHEREAS, pursuant to the 2005 Premier Commercial Bancorp Restricted Stock Award Plan (the “Plan”), the Board of Directors of the Company has authorized the grant to Grantee a Restricted Stock Award for                  shares of the Company’s common stock subject to the full satisfaction of the vesting requirements and other terms and provisions of his or her Restricted Stock Award.;

NOW, THEREFORE, it is hereby agreed:

1.Restricted Stock Award

Pursuant to action duly taken by the Board of Directors and pursuant to exemptions under federal and California securities laws, the Company grants to Grantee a Restricted Stock Award (“Award”), upon and subject to the terms and conditions of the Plan, which are incorporated in full herein by this reference, consisting of                             shares of the Company’s common stock on the condition that the Grantee remains a director of the Company or its subsidiary corporation for two (2) years and satisfies the additional terms and provisions set forth in Section 3 herein.

2.Vesting

The Award shall vest totally after two (2) years from the date of the grant, provided that the terms and provisions set forth in Section 3 are also satisfied. In addition                        shares shall vest on the first anniversary of the grant date and                   shares shall vest on the second anniversary of the grant date, provided that all of the terms and provisions set forth in Section 3 herein have been fully satisfied with respect to each partial Award at the respective vesting dates. In the event that the terms and provisions set

1

forth in Section 3 herein have not been fully satisfied with respect to each partial Award at the respective vesting date, then the partial Award shall be extended for another year. However, no partial Award shall vest after the fifth anniversary of the grant date. No part of the Award shall vest earlier than as aforementioned, except as provided in Section 10 of the Plan. The Award shall be nontransferable. Grantee shall have no rights as a shareholder with respect to the Company’s stock represented by the any part of the Award until its complete vesting, full satisfaction of the terms and provisions set forth in Section 3 herein and the delivery of the stock certificates to the Grantee, except for cash dividends which shall be deferred until delivery of the stock certificates. If Grantee ceases to be a director of the Company or its subsidiary for any reason, other that as specified in Section 10 of the Plan the Award shall be canceled and terminated with respect to any shares which have not yet vested or have not yet satisfied the terms and provisions set forth in Section 3 herein as of the date of cessation of employment with the Company or its subsidiary.

3.Other Terms and Provisions of the Restricted Stock Award

No portion of the Award shall vest unless the following terms and conditions have also been fully satisfied. Company, on a consolidated basis, shall have achieved profitable operations for the year immediately prior to the vesting anniversary with the core pretax income of the Company, on a consolidated basis, being at least eighty percent (80%) of the core pretax income approved in such year’s budget by the Board of Directors. Furthermore, the budgeted core pretax income shall not be less than the core pretax income realized by Company, on a consolidated basis for the previous year. Core pretax income shall be defined for this Section 3 as the pretax income for Company, on a consolidated basis, adjusted for any nonrecurring income or expense. In addition to the aforementioned condition, no partial Award shall vest if during the year up to the vesting date if either Company or it’s banking subsidiary shall have been deemed less than satisfactory by the federal banking regulatory agencies in any report of examination or Company or it’s banking subsidiary are operating under any formal or informal enforcement action required by a federal banking regulator.

2

4.Compliance with Federal and State Law

The Company, at its sole discretion, may take all reasonable steps to assure itself against any sale or distribution by Grantee, which does not comply with the Plan and/or federal or state securities laws, including the affixing of the following legend on any certificate representing the shares:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM WITH RESPECT TO THESE SHARES UNDER THE ACT OR A WRITTEN OPINION OF COUNSEL FOR THE GRANTEE, WHICH OPINION SHALL BE ACCEPTABLE TO COUNSEL FOR HEMET BANCORP, THAT REGISTRATION IS NOT REQUIRED.

In the event that Grantee at any time contemplates the disposition of the stock (whether by sale, exchange, give or other form of transfer), he will first notify the Company of such proposed disposition and will thereafter cooperate with the Company in complying with all applicable requirements of law which, in the opinion of the Company, must be satisfied prior to the making of such disposition. Before consummating such disposition, grantee agrees to provide to the Company an opinion of grantee’s counsel, both of which such opinion and such counsel shall be satisfactory to the Company, that such disposition will not result in a violation of any state or federal securities laws or regulations. The Company agrees to remove any legend affixed to the certificates representing the shares, pursuant to this Section, when all of the restrictions on the transfer of the shares, whether imposed by the Plan or federal or state law, have terminated.

5.Notification of Sale or Transfer of Stock

Grantee agrees that he, or any person acquiring shares covered by this Agreement, will notify the Bank, in writing, of any proposed sale or other disposition of shares covered by this Agreement, not fewer than five (5) days prior to any sale or other disposition of those shares.

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6.Directorship

This Agreement shall not obligate the Company or its subsidiary to retain, nominate or elect Grantee as a director for any period, nor shall it interfere in any way with the right of the Company or its subsidiary to remove Grantee from the Board of Directors or reduce Grantee’s compensation as a director.

7.Taxes

Grantee understands that the Company makes no representation as to the tax effect of the Award Bonus, except that it is intended to qualify as Section 83 property under the Internal Revenue Code. Grantee agrees to seek the advice of counsel or a qualified tax accountant as to the tax effect of the Award. Further, Grantee agrees to notify the Company if he or she elects, within 30 days of the granting, under Section 83(b) of the Internal Revenue Code to include the conditioned stock bonus in the Grantee’s gross income.

8.Notices

Any notice to the Company provided for in this Agreement shall be addressed to the Company, in care of its President, at its main office; and any notice to Grantee shall be addressed to the address of Grantee on file with the Company or its subsidiary; or to such other address as either may designate to the other in writing. Any notice shall be deemed to be duly given if delivered personally, mailed by registered or certified mail (return receipt requested), sent by confirmed overnight courier or telecopied (with electronic confirmation and verbal confirmation for the person to whom such telecopy is addressed), on the date such notice is so delivered, mailed or sent, as the case may be.

9.Amendments, Supplement and Waiver

This Agreement may be amended or supplemented, and compliance with the provisions hereof may be waived only by an instrument in writing signed by the party against which enforcement of such amendment, supplement or waiver of compliance is sought.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

PREMIER COMMERCIAL BANCORP
By
Name and Title:	Kenneth Cosgrove, Chairman
GRANTEE
Name

5

IRREVOCABLE STOCK POWER

For valued received, the undersigned hereby sells, assigns and transfers unto

Premier Commercial Bancorp, 2400 East Katella Avenue, Suite 125, Anaheim, California 92806

                                                                                                                                                      &nbs p;     Shares of the capital stock represented by the attached Premier Commercial Bancorp common stock certificate, and does hereby irrevocably constitute and appoint Kenneth Cosgrove Attorney to transfer the said stock on the books of Premier Commercial Bancorp with full power of substitution in the premises.

Dated

Notice:               The signature to this assignment must correspond with the name as written upon the face of the Certificate in every particular, without alteration or enlargement or any change whatever.

Signature

By

6

EX-10.4

Exhibit 10.4

BOARD OF DIRECTORS RETAINER AGREEMENT

This Agreement is entered into this 18th day of May, 2005 between Premier Commercial Bancorp, a California corporation (“PCB”) and                                (“Director”)

1.Services Provided

PCB and Director agree that Director shall serve as a member of its Board of Directors and to provide those services required of a director under PCB’s Articles of Incorporation and Bylaws, as both may be amended from time to time, and under the California Corporations Code, as well as applicable federal and state law. Director may also serve as a director of Premier Commercial Bank, NA. (“Bank”), PCB’s wholly owned national banking association subsidiary.

2.Nature of Relationship

Director is an independent contractor and will not be deemed an employee of PCB or Bank for purposes of benefits, income tax withholding, state or local taxes, unemployment benefits or otherwise. Director shall not, by virtue of this Agreement, be authorized to enter into any agreement or incur any obligation on PCB or Bank’s behalf.

3.Compensation

Upon execution of this Agreement, PCB shall pay Director $5,000, representing a retainer in the amount of $416.67 per month, payable 12 months in advance. In the event this Agreement is terminated, Director agrees to pay back to PCB the pro rata portion of the retainer which has not yet been earned. Each monthly installment of $416.67 shall be deemed to be earned on the 15th day of that month.

4.Term of Agreement

This Agreement shall be in effect from the date hereof through the last date of Director’s current term as a member of PCB’s Board of Directors. This Agreement shall be automatically renewed on the date of the Director’s reelection to the PCB Board of Directors for the period of such new term unless the Board of Directors decides not to renew this Agreement.

5.Termination

This Agreement shall automatically terminate upon the Director’s resignation or removal from, or failure to win election or reelection to, the PCB Board of Directors.

6.Entire Agreement

This Agreement contains the entire agreement of the parties and it supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the payment of fees in connection with Director’s retention as a director of PCB. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. This Agreement may not be modified or amended by oral agreement, but only by an agreement in writing signed by PCB and Director.

7.Applicable Law

This Agreement is made and entered into in the State of California, and the laws of said State shall govern the validity and interpretation hereof, and the performance of the parties hereto and their respective duties and obligations hereunder.

8.Legal Costs

If either PCB or Director commences an action against the other arising out of or in connection with this Agreement, the prevailing party shall be entitled to have and recover from the losing party reasonable attorney’s fees and costs of suit.

9.Invalid Provisions

Should any provision of this Agreement for any reason be declared invalid, void, or unenforceable by a court of competent jurisdiction, the validity and binding effect of any remaining portions shall not be affected and the remaining portions of this Agreement shall remain in full force and effect as if this Agreement had been executed with said provision eliminated.

10.Survival of Obligations

Notwithstanding the expiration or other termination of this Agreement, neither party hereto shall be released hereunder from any liability or obligation to the other which has already accrued as of the time of such expiration or termination or which thereafter might accrue in respect of any act or omission of such party prior to such expiration or termination.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

PREMIER COMMERCIAL BANCORP
By:
	, DIRECTOR

2

EX-10.5

Exhibit 10.5

Prepared 5-3-04

Premier Commercial Bank
DIRECTOR DEFERRED FEE AGREEMENT

THIS AGREEMENT is made this 15^th day of July, 2004, by and between PREMIER COMMERCIAL BANK, a state-chartered commercial bank, located in Anaheim, California, (the “Company”), and Mel Smith (the “Director”).

INTRODUCTION

To encourage the Director to remain a member of the Company’s Board of Directors, the Company is willing to provide to the Director a deferred fee opportunity. The Company will pay the Director’s benefits from the Company’s general assets.

AGREEMENT

The Director and the Company agree as follows:

Article 1
Definitions

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

1.1   “Change of Control” means the transfer of shares of the Company’s voting common stock such that one entity or one person acquires (or is deemed to acquire when applying Section 318 of the Code) more than 50 percent of the Company’s outstanding voting common stock.

Notwithstanding the above, certain transfers are permitted within Section 318 of the Code and such transfers shall not be deemed a Change of Control under this Section 1.4. Nor shall any transfers of the Company’s voting common stock to its holding company be deemed a Change of Control for purposes of this Agreement.

1.2   “Code” means the Internal Revenue Code of 1986, as amended.

1.3    “Deferral Account” means the Company’s accounting of the Director’s accumulated Deferrals plus accrued interest.

1.4    “Deferrals” means the amount of the Director’s Fees, which the Director elects to defer according to this Agreement.

1

1.5   “Disability” means, if the Director is covered by a Company-sponsored disability policy, total disability as defined in such policy without regard to any waiting period. If the Director is not covered by such a policy, Disability means the Director suffering a sickness, accident or injury which, in the judgment of a physician who is satisfactory to the Company, prevents the Director from performing substantially all of the Director’s normal duties for the Company. As a condition to receiving any Disability benefits, the Company may require the Director to submit to such physical or mental evaluations and tests as the Company’s Board of Directors deems appropriate and reasonable.

1.6   “Effective Date” means July 1, 2004.

1.7   “Election Form” means the Form attached as Exhibit 1.

1.8   “Fees” means the total fees payable to the Director during a Plan Year.

1.9   “Normal Retirement Age” means the Director’s 70^th birthday.

1.10 “Normal Retirement Date” means the later of the Normal Retirement Age or Termination of Service.

1.11 “Plan Year” means the calendar year.

1.12 “Termination of Service” means that the Director ceases to be a member of the Company’s Board of Directors for any reason, voluntary or involuntary, other than by reason of a leave of absence approved by the Company.

Article 2
Deferral Election

2.1         Initial Election. The Director shall make an initial deferral election under this Agreement by filing with the Company a signed Election Form within 30 days after the Effective Date of this Agreement. The Election Form shall set forth the amount of Fees to be deferred and shall be effective to defer only Fees earned after the date the Election Form is received by the Company.

2.2         Election Changes

2.2.1 Generally. Upon the Company’s approval, the Director may modify the amount of Fees to be deferred annually by filing a new Election Form with the Company prior to the beginning of the Plan Year in which the Fees are to be deferred. The modified deferral election shall not be effective until the calendar year following the year in which the subsequent Election Form is received and approved by the Company.

2.2.2 Hardship. If an unforesecable financial emergency arising from the death of a

2

family member, divorce, sickness, injury, catastrophe or similar event outside the control of the Director occurs, the Director, by written instructions to the Company, may reduce future deferrals under this Agreement.

Article 3
Deferral Account

3.1        Establishing and Crediting. The Company shall establish a Deferral Account on its books for the Director and shall credit to the Deferral Account the following amounts:

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

3.1.2  Interest.  At the end of each Plan Year under this Agreement and immediately prior to the payment of any benefits, but only until commencement of the benefit payments under this Agreement, unless otherwise stated, interest is to be credited on the account balance at an annual rate equal to 6% percent, compounded monthly.

3.2      Statement of Accounts. The Company shall provide to the Director, within 120 days after the end of each Plan Year, a statement setting forth the Deferral Account balance.

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

Article 4
Benefits During Lifetime

4.1     Normal Retirement Benefit. Upon the Normal Retirement Date, the Company shall pay to the Director the benefit described in this Section 4.1 in lieu of any other benefit under this Agreement.

4.1.1   Amount of Benefit. The benefit under this Section 4.1 is the Deferral Account balance at the Director’s Normal Retirement Date.

4.1.2   Payment of Benefit.  The Company shall pay the benefit to the Director in 120 equal monthly installments commencing with the month following the Director’s Normal Retirement Date. The Company shall continue to credit interest pursuant to Section 3.1.2 on the remaining account balance during any applicable installment period.

4.2        Early Retirement Benefit. Upon Termination of Service prior to the Normal Retirement

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Age for reasons other than death, Change of Control or Disability, the Company shall pay to the Director the benefit described in this Section 4.2 in lieu of any other benefit under this Agreement.

(a)   Amount of Benefit. The benefit under this Section 4.2 is the Deferral Account balance at the Director’s Termination of Service.

4.2.2  Payment of Benefit. The Company shall pay the benefit to the Director in 120 equal monthly installments commencing with the month following the Director’s Normal Retirement Age. The Company shall continue to credit interest pursuant to Section 3.1.2 on the remaining account balance during any applicable installment period.

4.3    Disability Benefit. If the Director terminates service as a Director due to Disability prior to Normal Retirement Age, the Company shall pay to the Director the benefit described in this Section 4.3 in lieu of any other benefit under this Agreement.

4.3.1  Amount of Benefit. The benefit under this Section 4.3 is the Deferral Account balance at the Director’s Termination of Service.

4.3.2  Payment of Benefit. The Company shall pay the benefit to the Director in 120 equal monthly installments commencing with the month following the Director’s Termination of Service. The Company shall continue to credit interest pursuant to Section 3.1.2 on the remaining account balance during any applicable installment period.

4.4    Change of Control Benefit. Upon a Change of Control, the Company shall pay to the Director the benefit described in this Section 4.4 in lieu of any other benefit under this Agreement.

4.4.1   Amount of Benefit,   The benefit under this Section 4.4 shall be the projected Deferral Account balance, calculated as if the Director had reached Normal Retirement Age while serving as a member of the Board.

4.4.2   Payment of Benefit. The Company shall pay the benefit to the Director in 120 equal monthly installments commencing with the month following the Director’s Normal Retirement Age.

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

Article 5
Death Benefits

5.1    Death During Active Service.   If the Director dies while in the active service of the

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Company, the Company shall pay to the Director’s beneficiary the benefit described in this Section 5.1 in lieu of any other benefit under this Agreement.

5.1.1  Amount of Benefit. The benefit under this Section 5.1 is the Deferral Account balance at the Director’s death.

5.1.2  Payment of Benefit. The Company shall pay the benefit to the beneficiary in a lump sum within 60 days of Director’s death.

5.2    Death During Payment of a Benefit. If the Director dies after benefit payments have commenced under this Agreement but before receiving all such payments, the Company shall pay the remaining benefits to the Director’s beneficiary at the same time and in the same amounts they would have been paid to the Director had the Director survived.

5.3    Death After Termination of Service But Before Benefit Payments Commence.   If the Director is entitled to benefit payments under this Agreement, but dies prior to the commencement of said benefit payments, the Company shall pay the benefit payments to the Director’s beneficiary that the Director was entitled to prior to death except that the benefit payments shall commence on the first day of the month following the date of the Director’s death.

Article 6
Beneficiaries

6.1    Beneficiary Designations. The Director shall designate a beneficiary by filing a written designation with the Company. The Director may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if signed by the Director and acknowledged by the Company during the Director’s lifetime. The Director’s beneficiary designation shall be deemed automatically revoked if the beneficiary predeceases the Director or if the Director names a spouse asbeneficiary and the marriage is subsequently dissolved. If the Director dies without a valid beneficiary designation, all payments shall be made to the Director’s estate.

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

Article 7
General Limitations

7.1    Termination for Cause. Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement that is in excess of the

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Director’s Deferrals (i.e., the interest earned on the Deferral Account) if the Company terminates the Director’s service for:

(a)      Gross negligence or gross neglect of duties to the Company;

(b)     Commission of a felony or of a gross misdemeanor involving moral turpitude in connection with the Director’s service to the Company; or

(c)      Fraud, disloyalty, dishonesty or willful violation of any law or significant Company policy committed in connection with the Director’s service and resulting in an adverse effect on the Company.

The Director’s Deferrals shall be paid to the Director in a manner to be determined by the Company. No interest shall be credited on the Deferrals during any applicable installment period.

Article 8
Claims and Review Procedure

8.1    Claims Procedure. Any person or entity who has not received benefits under this Agreement that he or she believes should be paid (“claimant”) shall make a claim for such benefits as follows:

8.1.1   Initiation – Written Claim. The claimant initiates a claim by submitting to the Company awritten claim for the benefits.

8.1.2   Timing of Company Response. The Company shall respond to such claimant within 90 days after receiving the claim. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.

8.1.3   Notice of Decision. If the Company denies part or all of the claim, the Company shall notify the claimant in writing of such denial. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a)        The specific reasons for the denial,

(b)        A reference to the specific provisions of the Agreement on which the denial is based,

(c)        A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed,

(d)        An explanation of the Agreement’s review procedures and the time limits applicable to such procedures, and

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(e)       A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

8.2    Review Procedure. If the Company denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Company of the denial, as follows:

8.2.1  Initiation – Written Request. To initiate the review, the claimant, within 60 days after receiving the Company’s notice of denial, must file with the Company a written request for review.

8.2.2  Additional Submissions – Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Company shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.

8.2.3  Considerations on Review. In considering the review, the Company shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

8.2.4  Timing of Company Response. The Company shall respond in writing to such claimant within 60 days after receiving the request for review. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.

8.2.5  Notice of Decision. The Company shall notify the claimant in writing of its decision on review. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a)        The specific reasons for the denial,

(b)        A reference to the specific provisions of the Agreement on which the denial is based,

(c)        A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits, and

(d)        A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

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Article 9
Amendments and Termination

This Agreement may be amended or terminated only by a written agreement signed by the Company and the Director.

Notwithstanding the previous paragraph in this Article 9, the Company may amend or terminate this Agreement at any time if, pursuant to legislative, judicial or regulatory action, continuation of the Agreement would (i) cause benefits to be taxable to the Director prior to actual receipt, or (ii) result in significant financial penalties or other significantly detrimental ramifications to the Company (other than the financial impact of paying the benefits). In no event shall this Agreement be terminated under this section without payment to the Director of the Deferral Account balance attributable to the Director’s Deferrals and interest credited on such amounts.

Article 10
Miscellaneous

10.1    Binding Effect. This Agreement shall bind the Director and the Company, and their beneficiaries, survivors, executors, administrators and transferees.

10.2    No Guarantee of Service. This Agreement is not a contract for services. It does not give the Director the right to remain in the service of the Company, nor does it interfere with the shareholders’ rights to replace the Director. It also does not require the Director to remain in the service of the Company nor interfere with the Director’s right to terminate services at any time.

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

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

10.5    Applicable Law. The Agreement and all rights hereunder shall be governed by the laws of the State of California, except to the extent preempted by the laws of the United States of America.

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

10.7    Reorganization. The Company shall not merge or consolidate into or with another

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company, or reorganize, or sell substantially all of its assets to another company, firm, or person unless such succeeding or continuing company, firm, or person agrees to assume and discharge the obligations of the Company under this Agreement. Upon the occurrence of such event, the term “Company” as used in this Agreement shall be deemed to refer to the successor or survivor company.

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

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

(a)      Interpreting the provisions of the Agreement;

(b)     Establishing and revising the method of accounting for the Agreement;

(c)      Maintaining a record of benefit payments; and

(d)     Establishing rules and prescribing any forms necessary or desirable to administer the Agreement.

10.10  Named Fiduciary. The Company shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the Service of advisors and the delegation of ministerial duties to qualified individuals.

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

Director	Company
	Premier Commercial Bank
/s/ Mel Smith	By	/s/ Kenneth J. Cosgrove
Mel Smith	Title		C.E.O./ Chairman

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EXHIBIT 1

TO

Premier Commercial Bank
DIRECTOR DEFERRED FEE AGREEMENT

Deferral Election

I elect to defer my Fees pursuant to this Director Deferred Fee Agreement with the Company, as follows:

Amount of Deferral		Duration
[Initial and Complete one]		[Initial One]
ý	I elect to defer 100% of my	o	One Year only
	Fees annually.
o	I elect to defer  $        of my	o	For            [Insert
	Fees annually.		Number] Years
o	I elect not to defer any of my	ý	Until Termination of
	Fees.		Service
		o	Until                          ,
				(date)

Upon the Company’s approval, I understand that I may change the amount and duration of my deferrals by filing a new election form with the Company; provided, however, that any subsequent election will not be effective until the calendar year following the year in which the new election is received by the Company.

Signature				/s/ Mel Smith
					[Name of Director]
Date			July 15, 2004
Received by the Company this 15th  day of July, 2004.
By	/s/ Kenneth J. Cosgrove
Title		CEO/ Chairman

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Beneficiary Designation

Premier Commercial Bank
DIRECTOR DEFERRED FEE AGREEMENT

I designate the following as beneficiary of benefits under this Agreement payable following my death:

Primary:	SMITH FAMILY TRUST DATED 8-24-87
MEL & MARJORIE SMITH, TRUSTEES
Contingent:

Note:  To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

I understand that I may change these beneficiary designations by filing a new written designation with the Company. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.

Signature		/s/ Mel Smith
			[Name of Director]
Date	July 15, 2004

SPOUSAL CONSENT (Required if Spouse not named beneficiary):

I consent to the beneficiary designation above, and acknowledge that if I am named beneficiary and our marriage is subsequently dissolved, the designation will be automatically revoked.

Spouse Name:
Signature:	Date:

Acknowledged by the Company this 15^thday of July, 2004.

By	/s/ Kenneth J. Cosgrove
Title		C.E.O./ Chairman

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EX-10.6

Exhibit 10.6

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and effective as of December 22, 2004, by and between PREMIER COMMERCIAL BANK, N.A, a national banking association (“Bank”) and PREMIER COMMERCIAL BANCORP, a California corporation (‘Bancorp”), (collectively “Company”) and KENNETH J. COSGROVE (“Employee”), with respect to the following facts:

A.The Company desires to be assured of the continued association and services of Employee in order to take advantage of his experience, knowledge and abilities in the Company’s business, and is willing to employ Employee.

B.The Employee desires to be so employed, on the terms and conditions set forth in this Agreement.

ACCORDINGLY, on the basis of the representations, warranties and covenants contained herein, the parties hereto agree as follows:

1.EMPLOYMENT

1.1Employment and Effective Date. The Company hereby employs Employee as the Chairman and Chief Executive Officer of Bancorp and Bank , and Employee hereby accepts such employment, on the terms and conditions set forth below, to perform during the term of the Agreement such services as are required hereunder.

The effective date of this Agreement shall be the date of execution by both parties hereof; provide, however, that the term shall commence October 1, 2004. (See paragraph 3.1, below.)

1.2Duties. Employee shall render such management services to Company, and shall perform such duties and acts, in each case consistent with his position as Chairman and Chief Executive Officer, as reasonably may be required by the Company’s Board(s) of Directors (collectively “Board”) in connection with any aspect of the Company’s business. Employee will have such authority, power, responsibilities and duties as are inherent in his positions (and the undertakings applicable to his positions) and necessary to carry out his responsibilities and the duties required of him hereunder.

1.3Service to Others. During the period in which Employee is employed by Company, Employee shall devote substantially all of his productive time, ability and attention to, and shall diligently and conscientiously use his best efforts to further, the Company’s business, and shall not, without the prior written consent of the Board, perform such services for any person other than the Company, which would materially interfere with the performance of his duties hereunder. Notwithstanding the foregoing provisions of this paragraph 1.3, while Employee is employed by Company, he may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities, to the extent that such other activities do not inhibit or prohibit the performance of Employee’s duties under this Agreement, or conflict in any material way with the business or interests of the Company; provided, however, that Employee shall not serve on the board of any business, or hold any other position with any business without the consent of the Board.

1.4Place of Performance. In connection with his employment with Company, Employee will be based at the principal executive offices of the Company, located in Anaheim, California.

2.COMPENSATION

2.1Compensation. As consideration for the services which Employee renders hereunder, Employee shall be entitled to the following:

(a)Effective October 1, 2004, an annual base salary of $200,000, less income tax and other applicable withholdings, payable in installments consistent with the payment practices generally applicable to employees of the Company; provided, however, that effective as of January 1, 2006, such base salary shall increase to $225,000, and effective January 1, 2007, such base salary shall increase to $250,000 during the remaining term of this Agreement.

(b)Commencing January 1, 2005, annual performance bonuses for each fiscal year of the Company, payable upon receipt of audited financial statements for the end of the fiscal year, as follows:

(1)Return on Average Equity Bonus. Employee shall be entitled to receive 7.5% of the return on average equity (“ROAE”) of Bancorp on a consolidated basis over a minimum benchmark. The benchmarks shall be 8% ROAE in 2005; 9% ROAE in 2006; and 10% ROAE in 2007. ROAE shall be calculated by dividing Bancorp’s adjusted net income by the average shareholder equity for Bancorp for the year in question (the average shareholder equity for each quarter during the year divided by four). Adjusted net income shall be after tax net income for Bancorp prior to any incentive compensation paid or accrued to Employee or Ash Patel during the subject year.

(2)Return on Average Asset Bonus. Employee shall be entitled to receive 15% of the return on average assets (“ROAA”) of Bancorp on a consolidated basis over a minimum benchmark. The benchmarks shall be 0.80% ROAA in 2005; 0.90% ROAA in 2006; and 1.00% ROAA in 2007. ROAA shall be calculated by dividing Bancorp’s adjusted net income by the average total assets for Bancorp for the year in question (the average total assets for each quarter during the year divided by four). Adjusted net income shall be after tax net income for Bancorp prior to any incentive compensation paid or accrued to Employee or Ash Patel during the subject year.

In 2005 there shall be no limit to the amount of the annual performance bonus. In 2006 and 2007, the annual performance bonus shall be limited to 100% of Employee’s base salary for such year.

(c)In addition to any other benefits agreements specific to Employee, participation in all benefit plans or programs sponsored by Company, including, without limitation, participation in any group health, medical reimbursement, dental, disability, accidental death or dismemberment or life insurance plan (the costs, including premiums, of which shall by paid exclusively by Company), vacation and sick leave; provided that the plan and programs shall be maintained by Company on terms no less favorable to Employee than those plans and programs in effect on the date hereof.

(d)Reimbursement of reasonable and documented expenses incurred by Employee from time to time in the performance of his duties hereunder including but not limited to entertainment, meals, travel, cellular phone, and expenses associated with participation on Company’s Board of Directors.

(e)Four (4) weeks paid vacation per year, and all paid holidays observed by Company. In scheduling vacations, Employee shall take into consideration the needs and activities of the Company.

(f)An automobile allowance of $1,000 per month for a luxury automobile for business and personal use, together with all reasonable expenses for insurance, fuel, maintenance, repair and registration.

(g)All initiation fees and membership dues associated with the Employee’s membership in the Pacific Club.

(h)The Company will, to the maximum extent permitted by law, defend, indemnify and hold harmless Employee and his heirs, estate, executors and administrators against any costs, losses, claims, suites proceedings, damages or liabilities to which Employee may become subject which arise out of, are based upon or relate to Employee’s employment by Company (and any predecessor to Company), or the Employee’s service as an officer or member of the Board of Directors of Company (or any predecessor to Company), including without limitation the advance of legal or other expenses reasonably incurred by Employee in connection with investigation and defending against any such costs, losses, claims, suits, proceedings, damages or liabilities. The Company shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by

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the Board), and Employee shall be covered under such insurance to the same extent as other senior management employees of the Company.

Not withstanding anything to the contrary contained herein, Employee shall not be entitled to the payment of any severance benefit to the extent that such payment shall be deemed a “golden parachute payment” as defined in Section 359.1(f) of the Federal Deposit Insurance Corporation Rules and Regulations.

2.2Illness. Subject to the limitations contained in paragraph 3.3, if Employee shall be unable to render the services required hereunder on account of personal injuries or physical or mental illness, he shall continue to receive all payments provided injuries in this Agreement; provided, however, that any such payments may, at the sole option of the Company, be reduced by any amount that the Employee receives for the period covered by such payments as disability compensation under insurance policies, if any, maintained by the Company or under government programs, subject to the terms and conditions set forth in that certain Salary Continuation Agreement by and between Company and Employee dated April 1, 2004.

2.3Key Man and Disability Insurance. The Company shall have the right to obtain and hold a “keyman” life insurance policy on the life of Employee and/or a disability insurance policy with the Company as the beneficiary of the policy. Employee agrees to provide any information required for the issuance of such policy and submit himself to any physical examination required for such policy.

3.TERM OF EMPLOYMENT AND TERMINATION

3.1Term. Unless sooner terminated pursuant to paragraph 3.2 of this Agreement, the term of employment hereunder shall be for a period commencing January 1, 2005 and ending on the third anniversary date thereof, January 1, 2008.

3.2At Will Employment. Each party hereby acknowledges and agrees that, except as expressly set forth in paragraph 3.3, (i) the Employee’s employment under this Agreement is AT WILL and can be terminated at the option of either the Company or Employee in their sole and absolute discretion, for any or no reason whatsoever, with or without cause, and (ii) no representations, warranties or assurances have been made concerning the length of such employment by the Company.

3.3Duties Upon Termination.

(a)In the event that employment under this Agreement is terminated, neither Company nor Employee shall have any remaining duties or obligations hereunder, except that (i) Company shall pay to Employee, or his estate, such compensation as is due pursuant to paragraph 2.1, prorated through the date of termination, (ii) Employee shall continue to be bound by paragraph 4 of this Agreement, and (iii) in the event that such employment is terminated (A) by Company for any reason other than “for cause” (as defined below) or (B) by Employee with “just reason” (as defined below), the Company shall pay or provide to Employee, or his estate, (I) a lump sum payment, not later than 5 days after such termination of employment, equal to six (6) months of Employee’s salary at the time of termination; (II) a lump sum payment, not later than six (6) months following termination, equal to six months of Employee’s salary at the time of termination; (III) a lump sum payment, not later than one year following termination, equal to six months of Employee’s salary at the time of termination; and (IV) participation in all benefit plans and programs sponsored by the Company for executive officers in general, all as set forth in paragraph 2.1(c), and all long-term incentive compensation (including, without limitation, those equity allocations set forth in paragraph 2.1(h)) shall vest at the date of such termination of employment.

(b)The Company shall be deemed to have terminated the employment of Employee “for cause” if, but only if, such termination (i) shall result solely from Employee’s continued and willful failure or refusal to substantially perform his duties in accordance with the terms of this Agreement and shall have been approved by 66.66% of the Board (excluding Employee); provided, however, that the Employee first shall have received written notice specifying the acts or omissions alleged to constitute such failure or refusal and such failure or refusal continues after the Employee shall have had reasonable opportunity (but in no event less than thirty (30) days) to correct the same; (ii) Employee is subject to removal proceedings brought by a bank regulatory authority; or (iii) Employee is formally charged with a felony involving dishonesty or moral turpitude; provided, however, that in the case of clause (ii) next above, if the removal proceeding is unsuccessful, or in the case of clause (iii) next above, if the Employee is not convicted of the felony, Employee shall not be treated as having been terminated “for cause” and shall be entitled to prompt payment of all amounts described in paragraph 3.3(a)(iii). For purposes of this

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subparagraph (b), no act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted to be done, by the Employee not in good faith and without reasonable belief that Employee’s action or omission was in the best interest of the Company.

(c)Employee shall be deemed to have terminated his employment with “just reason” if such termination shall result, in whole or in part, from any of the following events:

(i)the breach by the Company of any material provision of this Agreement;

(ii)receipt by the Employee of a notice from the Company that the Company intends to terminate employment under this Agreement;

(iii)the failure of a successor or assign of the Company’s rights under this Agreement to assume the Company’s duties hereunder;

(iv)the Company directs Employee to perform any unlawful act;

(v)the Employee ceases to be a member of the Board;

(vi)the Employee’s duties are materially reduced;

(vii)a relocation of Employee’s principal place of employment by more than 25 miles from 2400 East Katella Avenue, Anaheim, California;

(viii)liquidation or dissolution of Bank; or

(ix)the death or disability of the Employee.

(d)The Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise. The Company shall not be entitled to set off against the amounts payable to Employee under this Agreement any amounts owed to the Company by Employee, any amounts earned by Employee in other employment after termination of his employment with Company, or any amounts which might have been earned by Employee in other employment had he sought such other employment.

(e)Without limiting any other remedies available to the Company, the payments to be made under this paragraph 3.3 after termination of Employee shall be subject to the Employee’s execution of a release agreement satisfactory to the Company and the Employee’s continued compliance with such agreement. Such release agreement shall contain, but not be limited to, provisions that (i) Employee shall not disparage Company; (ii) Employee shall not, for a period of one (1) year following termination, solicit or attempt to solicit, directly or indirectly any employee or customer of the Company; and (iii) Employee shall not, directly or indirectly, be employed by, be connected with, or have an interest of any kind in, any person or entity owning managing, controlling, operating, or otherwise participating or assisting in any business that is similar to or in competition with Company or any of its affiliates, within a 25 mile radius of any location where the Company or any subsidiary or parent thereof has a place of business.

3.4Change of Control. In the event that within one (1) year of a merger, consolidation or other reorganization, as a result of which, the current shareholders of either Bank or Bancorp do not retain at least 50% of the outstanding shares of the respective entity, Employee is terminated other than “for cause” (as that term is defined in paragraph 3.3(b)), or is given a different position, title or reduction in base salary, authority or duties with the Company, then Company shall be required to pay Employee a sum equal to two times his current base salary plus the bonus earned for the preceding fiscal year. Said payment will be in lieu of the payment contemplated by paragraph 3.3(a) of this Agreement and shall be made within 5 days of such termination. Notwithstanding the foregoing, benefits shall not be payable under this paragraph to the extent the benefit would be an excess parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended.

3.5Resignation. Employee shall provide at least ninety days notice of resignation from employment. Company shall have the authority to waive such notice.

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4.TRADE SECRETS

4.1Trade Secrets. Employee shall not, without the prior written consent of the Board in each instance, disclose or use in any way, during the term of his employment by the Company and for one (1) year thereafter, except as required in the course of such employment, any confidential business or technical information or trade secret of the Company acquired in the course of such employment, whether or not patentable, copyrightable or otherwise protected by law, and whether or not conceived of or prepared by him (collectively, the “Trade Secrets”) including, without limitation, any information concerning customer lists, products, procedures, operations, investments, financing, costs, employees, accounting, marketing, salaries, pricing, profits and plans for future development, the identity, requirements, preferences, practices and methods of doing business of specific parties with whom the Company transacts business, and all other information which is related to any product, service or business of the Company, other than information which is generally known in the industry in which the Company transacts business or is acquired from public sources; all of which Trade Secrets are the exclusive and valuable property of the Company; provided, however, that, following termination of employment, Employee shall be entitled to retain a copy of any rolodex or other compilation maintained by him of the names of business contacts with their addresses, telephone numbers and similar information.

4.2Tangible Items. All files, accounts, records, documents, books, forms, notes, reports, memoranda, studies, compilations of information, correspondence and all copies, abstracts and summaries of the foregoing, and all other physical items related to the Company, other than a merely personal item, whether of a public nature or not, and whether prepared by the Employee or not, are and shall remain the exclusive property of the Company and shall not be removed from the premises of the Company, except as required in the course of employment by the Company, without the prior written consent of the Board in each instance, and the same shall be promptly returned to the Company by Employee on the expiration or termination of this employment by the Company or at any time prior thereto upon the request of the Company.

4.3Injunctive Relief. Employee hereby acknowledges and agrees that it would be difficult to fully compensate the Company for damages resulting from the breach or threatened breach of this paragraph 4 and, accordingly, that the Company shall be entitled to seek temporary and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, to enforce such provisions without the necessity of proving actual damages and without the necessity of posting any bond or other undertaking in connection therewith. This provision with respect to injunctive relief shall not, however, diminish the Company’s right to claim and recover damages.

4.4“Company”. For the purposes of this paragraph 4 of the Agreement only, the term “Company” shall include Premier Commercial Bank, N.A., Premier Commercial Bancorp, their successors, assigns and nominees, and all individuals, corporations and other entities that directly, or indirectly through one or more intermediaries, control or are controlled by or are under common control with any of the foregoing.

5.MISCELLANEOUS

5.1Severable Provisions. The provisions of this Agreement are severable, and if any one or more provision may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions to the extent enforceable, shall nevertheless be binding and enforceable.

5.2Successors and Assigns. All of the terms, provisions and obligations of this Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, representatives, successors and assigns. Notwithstanding the foregoing, neither the Agreement nor any rights hereunder shall be assigned, pledged, hypothecated or otherwise transferred by Employee without the prior written consent of the Board in each instance.

5.3Governing Law. The validity, construction and interpretation of this Agreement shall be governed in all respects by the laws of the State of California applicable to contracts made and to be performed within that State.

5.4Headings. Paragraph and subparagraph headings are not to be considered part of the Agreement and are included solely for convenience and reference and in no way define, limit or describe the scope of the Agreement or the intent of any provisions hereof.

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5.5Entire Agreement. The Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and supersedes all prior agreements, understanding, negotiations and discussions, whether oral or written, relating to the subject matter of the Agreement. No supplement, modification, waiver or termination of the Agreement shall be valid unless executed by the party to be bound thereby. No waiver of any of the provisions of the Agreement shall be deemed to or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

5.6Notice. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have been given (i) if personally delivered, when so delivered, (ii) if mailed, one (1) week after having been placed in the United States mail, registered or certified, postage prepaid, addressed to the party to whom it is directed at  the address set forth below or (iii) if given by telecopier, when such notice or other communication is transmitted to the telecopier number specified below and the appropriate answerback confirmation is received. Either party may change the address to which such notices are to be addressed by giving the other party notice in the manner herein set forth.

5.7Attorneys’ Fees. In the event  either party takes legal action to enforce any of the terms of the Agreement, the unsuccessful party to such action shall pay the successful party to such action shall pay the successful party’s expenses, including attorneys’ fees, incurred in such action.

5.8Third Parties. Nothing in the Agreement, expressed or implied, is intended to confer upon any person other than the Company or the Employee any rights or remedies under or by reason of the Agreement.

5.9Arbitration. Any controversy arising out of or relating to this Agreement or the transactions contemplated hereby shall be referred to arbitration before the American Arbitration Association strictly in accordance with the terms of this Agreement and the substantive law of the State of California. The board of arbitrators shall convene at a place mutually acceptable to the parties in the State of California and, if the place of arbitration cannot be agreed upon, arbitration shall be conducted in Anaheim. The parties hereto agree to accept the decision of the board of arbitrators, and judgment upon any award rendered hereunder may be entered in any court having jurisdiction thereof. Neither party shall institute a proceeding hereunder until that party has furnished to the other party, by registered mail, at least thirty (30) days’ prior written notice of its intent to do so.

5.10Construction. If any part of this Agreement is deemed to be unclear or ambiguous, it shall be construed as if it were drafted jointly by the parties. Each party hereto acknowledges that no party was in a superior bargaining position regarding the substantive terms of this Agreement.

5.11Consent to Jurisdiction. Subject to paragraph 5.9, each party hereto, to the fullest extent it may effectively do so under applicable law, irrevocably (i) submits to the exclusive jurisdiction of any court of the State of California or the United States of America sitting the City of Anaheim over any suit, action or proceeding arising out of or relating to this Agreement, (ii) waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subjection to the jurisdiction of any such court, any objection that it may now or hereafter have to the establishment of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, (iii) agrees that a judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in the courts of the United States of America or the State of California (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment and (iv) consents to process being served in any such suit, action or proceeding by mailing a copy thereof by registered or certified air mail, postage prepaid, return receipt requested, to the address of such party specified in or designated pursuant to paragraph 5.6. Each party agrees that such service (i) shall be deemed in every respect effective service of process upon such party in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first set forth above.

PREMIER COMMERCIAL BANK, N.A.
By:	/s/ Gene Hatz
Its	Vice Chairman
2400 East Katella Avenue, Suite 125
Anaheim, California 92806
Facsimile Number:
PREMIER COMMERCIAL BANCORP
By:		/s/ Gene Hatz
Its		Vice Chairman
2400 East Katella Avenue, Suite 125
Anaheim, California 92806
Facsimile Number:
KENNETH J. COSGROVE
/s/ Kenneth J. Cosgrove
Facsimile Number:
For Notice:			7 Via Pal;ladio
			Newport Coast, CA 92657

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EX-10.7

Exhibit 10.7

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and effective as of December 22, 2004, by and between PREMIER COMMERCIAL BANK, N.A, a national banking association (“Bank”) and PREMIER COMMERCIAL BANCORP, a California corporation (“Bancorp”), (collectively “Company”) and ASHOKKUMAR PATEL (“Employee”), with respect to the following facts:

A.The Company desires to be assured of the continued association and services of Employee in order to take advantage of his experience, knowledge and abilities in the Company’s business, and is willing to employ Employee.

B.The Employee desires to be so employed, on the terms and conditions set forth in this Agreement.

ACCORDINGLY, on the basis of the representations, warranties and covenants contained herein, the parties hereto agree as follows:

1.EMPLOYMENT

1.1Employment and Effective Date.  The Company hereby employs Employee as the President and Chief Operating Officer of Bancorp and Bank, and Employee hereby accepts such employment, on the terms and conditions set forth below, to perform during the term of the Agreement such services as are required hereunder.

The effective date of this Agreement shall be the date of execution by both parties hereof; provide, however, that the term shall commence October 1, 2004. (See paragraph 3.1, below.)

1.2Duties.  Employee shall render such management services to Company, and shall perform such duties and acts, in each case consistent with his position as President and Chief Operating Officer, as reasonably may be required by the Company’s Board(s) of Directors (collectively “Board”) in connection with any aspect of the Company’s business. Employee will have such authority, power, responsibilities and duties as are inherent in his positions (and the undertakings applicable to his positions) and necessary to carry out his responsibilities and the duties required of him hereunder.

1.3Service to Others.  During the period in which Employee is employed by Company, Employee shall devote substantially all of his productive time, ability and attention to, and shall diligently and conscientiously use his best efforts to further, the Company’s business, and shall not, without the prior written consent of the Board, perform such services for any person other than the Company, which would materially interfere with the performance of his duties hereunder. Notwithstanding the foregoing provisions of this paragraph 1.3, while Employee is employed by Company, he may devote reasonable time to activities other than those required under this Agreement, including the supervision of his personal investments, and activities involving professional, charitable, educational, religious and similar types of organizations, speaking engagements, membership on the boards of directors of other organizations, and similar types of activities, to the extent that such other activities do not inhibit or prohibit the performance of Employee’s duties under this Agreement, or conflict in any material way with the business or interests of the Company; provided, however, that Employee shall not serve on the board of any business, or hold any other position with any business without the consent of the Board.

1.4Place of Performance.  In connection with his employment with Company, Employee will be based at the principal executive offices of the Company, located in Anaheim, California.

1.5Elevation of Duties in Event of Resignation of Chief Executive Officer.  In the event that the current Chief Executive Officer of the Company is terminated or resigns from that position for any reason, Employee shall be appointed Chief Executive Officer, subject to any necessary regulatory approvals and the approval of the Board.

2.COMPENSATION

2.1Compensation.  As consideration for the services which Employee renders hereunder, Employee shall be entitled to the following:

(a)Commencing October 1, 2004, an annual base salary of $200,000, less income tax and other applicable withholdings, payable in installments consistent with the payment practices generally applicable to employees of the Company; provided, however, that effective as of January 1, 2006, such base salary shall increase to $225,000, and effective January 1, 2007, such base salary shall increase to $250,000 during the remaining term of this Agreement.

(b)Commencing on January 1, 2005, annual performance bonuses for each fiscal year of the Company, payable upon receipt of audited financial statements for the end of the fiscal year, as follows:

(i)Return on Average Equity Bonus. Employee shall be entitled to receive 7.5% of the return on average equity (“ROAE”) of Bancorp on a consolidated basis over a minimum benchmark. The benchmarks shall be 8% ROAE in 2005; 9% ROAE in 2006; and 10% ROAE in 2007. ROAE shall be calculated by dividing Bancorp’s adjusted net income by the average shareholder equity for Bancorp for the year in question (the average shareholder equity for each quarter during the year divided by four). Adjusted net income shall be after tax net income for Bancorp prior to any incentive compensation paid or accrued to Employee or Kenneth Cosgrove during the subject year.

(ii)Return on Average Asset Bonus. Employee shall be entitled to receive 15% of the return on average assets (“ROAA”) of Bancorp on a consolidated basis over a minimum benchmark. The benchmarks shall be 0.80% ROAA in 2005; 0.90% ROAA in 2006; and 1.00% ROAA in 2007. ROAA shall be calculated by dividing Bancorp’s adjusted net income by the average total assets for Bancorp for the year in question (the average total assets for each quarter during the year divided by four). Adjusted net income shall be after tax net income for Bancorp prior to any incentive compensation paid or accrued to Employee or Kenneth Cosgrove during the subject year.

In 2005 there shall be no limit to the amount of the annual performance bonus. In 2006 and 2007, the annual performance bonus shall be limited to 100% of Employee’s base salary for such year.

(c)In addition to any other benefits agreements specific to Employee, participation in all benefit plans or programs sponsored by Company, including, without limitation, participation in any group health, medical reimbursement, dental, disability, accidental death or dismemberment or life insurance plan (the costs, including premiums, of which shall by paid exclusively by Company), vacation and sick leave; provided that the plan and programs shall be maintained by Company on terms no less favorable to Employee than those plans and programs in effect on the date hereof.

(d)Reimbursement of reasonable and documented expenses incurred by Employee from time to time in the performance of his duties hereunder including but not limited to entertainment, meals, travel, cellular phone, and expenses associated with participation on Company’s Board of Directors.

(e)Four (4) weeks paid vacation per year, and all paid holidays observed by Company. In scheduling vacations, Employee shall take into consideration the needs and activities of the Company.

(f)An automobile allowance of $1,000 per month for a luxury automobile for business and personal use, together with all reasonable expenses for insurance, fuel, maintenance, repair and registration.

(g)All initiation fees and membership dues associated with the Employee’s membership in a local country club.

(h)The Company will, to the maximum extent permitted by law, defend, indemnify and hold harmless Employee and his heirs, estate, executors and administrators against any costs, losses, claims, suites proceedings, damages or liabilities to which Employee may become subject which arise out of, are based upon or relate to Employee’s employment by Company (and any predecessor to Company), or the Employee’s service as an officer or member of the Board of Directors of Company (or any predecessor to Company), including without limitation the advance of legal or other expenses reasonably incurred by Employee in connection with investigation and defending against any such costs, losses, claims, suits, proceedings, damages or liabilities. The Company shall maintain directors and officers liability insurance in commercially reasonable amounts (as reasonably determined by the Board), and Employee shall be covered under such insurance to the same extent as other senior management

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employees of the Company.

Not withstanding anything to the contrary contained herein, Employee shall not be entitled to the payment of any severance benefit to the extent that such payment shall be deemed a “golden parachute payment” as defined in Section 359.1(f) of the Federal Deposit Insurance Corporation Rules and Regulations.

2.2Illness.  Subject to the limitations contained in paragraph 3.3, if Employee shall be unable to render the services required hereunder on account of personal injuries or physical or mental illness, he shall continue to receive all payments provided injuries in this Agreement; provided, however, that any such payments may, at the sole option of the Company, be reduced by any amount that the Employee receives for the period covered by such payments as disability compensation under insurance policies, if any, maintained by the Company or under government programs, subject to the terms and conditions set forth in that certain Salary Continuation Agreement by and between Company and Employee dated April 1, 2004.

2.3Key Man and Disability Insurance.  The Company shall have the right to obtain and hold a “keyman” life insurance policy on the life of Employee and/or a disability insurance policy with the Company as the beneficiary of the policy. Employee agrees to provide any information required for the issuance of such policy and submit himself to any physical examination required for such policy.

3.TERM OF EMPLOYMENT AND TERMINATION

3.1Term.  Unless sooner terminated pursuant to paragraph 3.2 of this Agreement, the term of employment hereunder shall be for a period commencing January 1, 2005 and ending on the third anniversary date thereof, January 1, 2008.

3.2At Will Employment.  Each party hereby acknowledges and agrees that, except as expressly set forth in paragraph 3.3, (i) the Employee’s employment under this Agreement is AT WILL and can be terminated at the option of either the Company or Employee in their sole and absolute discretion, for any or no reason whatsoever, with or without cause, and (ii) no representations, warranties or assurances have been made concerning the length of such employment by the Company.

3.3Duties Upon Termination.

(a)In the event that employment under this Agreement is terminated, neither Company nor Employee shall have any remaining duties or obligations hereunder, except that (i) Company shall pay to Employee, or his estate, such compensation as is due pursuant to paragraph 2.1, prorated through the date of termination, (ii) Employee shall continue to be bound by paragraph 4 of this Agreement, and (iii) in the event that such employment is terminated (A) by Company for any reason other than “for cause” (as defined below) or (B) by Employee with “just reason” (as defined below), the Company shall pay or provide to Employee, or his estate, (I) a lump sum payment, not later than 5 days after such termination of employment, equal to six (6) months of Employee’s salary at the time of termination; (II) a lump sum payment, not later than six (6) months following termination, equal to six months of Employee’s salary at the time of termination; (III) a lump sum payment, not later than one year following termination, equal to six months of Employee’s salary at the time of termination; and (IV) participation in all benefit plans and programs sponsored by the Company for executive officers in general, all as set forth in paragraph 2.1(c), and all long-term incentive compensation (including, without limitation, those equity allocations set forth in paragraph 2.1(h)) shall vest at the date of such termination of employment.

(b)The Company shall be deemed to have terminated the employment of Employee “for cause” if, but only if, such termination (i) shall result solely from Employee’s continued and willful failure or refusal to substantially perform his duties in accordance with the terms of this Agreement and shall have been approved by 66.66% of the Board (excluding Employee); provided, however, that the Employee first shall have received written notice specifying the acts or omissions alleged to constitute such failure or refusal and such failure or refusal continues after the Employee shall have had reasonable opportunity (but in no event less than thirty (30) days) to correct the same; (ii) Employee is subject to removal proceedings brought by a bank regulatory authority; or (iii) Employee is formally charged with a felony involving dishonesty or moral turpitude; provided, however, that in the case of clause (ii) next above, if the removal proceeding is unsuccessful, or in the case of clause (iii) next above, if the Employee is not convicted of the felony, Employee shall not be treated as having been terminated “for cause” and shall be entitled to prompt payment of all amounts described in paragraph 3.3(a)(iii). For purposes of this subparagraph (b), no act, or failure to act, on the Employee’s part shall be deemed “willful” unless done, or omitted

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to be done, by the Employee not in good faith and without reasonable belief that Employee’s action or omission was in the best interest of the Company.

(c)Employee shall be deemed to have terminated his employment with “just reason” if such termination shall result, in whole or in part, from any of the following events:

(i)the breach by the Company of any material provision of this Agreement;

(ii)receipt by the Employee of a notice from the Company that the Company intends to terminate employment under this Agreement;

(iii)the failure of a successor or assign of the Company’s rights under this Agreement to assume the Company’s duties hereunder;

(iv)the Company directs Employee to perform any unlawful act;

(v)the Employee ceases to be a member of the Board;

(vi)the Employee’s duties are materially reduced;

(vii)a relocation of Employee’s principal place of employment by more than 25 miles from 2400 East Katella Avenue, Anaheim, California;

(viii)liquidation or dissolution of Bank; or

(ix)the death or disability of the Employee.

(d)The Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise. The Company shall not be entitled to set off against the amounts payable to Employee under this Agreement any amounts owed to the Company by Employee, any amounts earned by Employee in other employment after termination of his employment with Company, or any amounts which might have been earned by Employee in other employment had he sought such other employment.

(e)Without limiting any other remedies available to the Company, the payments to be made under this paragraph 3.3 after termination of Employee shall be subject to the Employee’s execution of a release agreement satisfactory to the Company and the Employee’s continued compliance with such agreement. Such release agreement shall contain, but not be limited to, provisions that (i) Employee shall not disparage Company; (ii) Employee shall not, for a period of one (1) year following termination, solicit or attempt to solicit, directly or indirectly any employee or customer of the Company; and (iii) Employee shall not, directly or indirectly, be employed by, be connected with, or have an interest of any kind in, any person or entity owning managing, controlling, operating, or otherwise participating or assisting in any business that is similar to or in competition with Company or any of its affiliates, within a 25 mile radius of any location where the Company or any subsidiary or parent thereof has a place of business, for period of one year.

3.4Change of Control.  In the event that within one (1) year of a merger, consolidation or other reorganization, as a result of which, the current shareholders of either Bank or Bancorp do not retain at least 50% of the outstanding shares of the respective entity, Employee is terminated other than “for cause” (as that term is defined in paragraph 3.3(b)), or is given a different position, title or reduction in base salary, authority or duties with the Company, then Company shall be required to pay Employee a sum equal to two times his current base salary plus the bonus earned for the preceding fiscal year. Said payment will be in lieu of the payment contemplated by paragraph 3.3(a) of this Agreement and shall be made within 5 days of such termination. Notwithstanding the foregoing, benefits shall not be payable under this paragraph to the extent the benefit would be an excess parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended.

3.5Resignation.  Employee shall provide at least ninety days notice of resignation from employment. Company shall have the authority to waive such notice.

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4.TRADE SECRETS

4.1Trade Secrets.  Employee shall not, without the prior written consent of the Board in each instance, disclose or use in any way, during the term of his employment by the Company and for one (1) year thereafter, except as required in the course of such employment, any confidential business or technical information or trade secret of the Company acquired in the course of such employment, whether or not patentable, copyrightable or otherwise protected by law, and whether or not conceived of or prepared by him (collectively, the “Trade Secrets”) including, without limitation, any information concerning customer lists, products, procedures, operations, investments, financing, costs, employees, accounting, marketing, salaries, pricing, profits and plans for future development, the identity, requirements, preferences, practices and methods of doing business of specific parties with whom the Company transacts business, and all other information which is related to any product, service or business of the Company, other than information which is generally known in the industry in which the Company transacts business or is acquired from public sources; all of which Trade Secrets are the exclusive and valuable property of the Company; provided, however, that, following termination of employment, Employee shall be entitled to retain a copy of any rolodex or other compilation maintained by him of the names of business contacts with their addresses, telephone numbers and similar information.

4.2Tangible Items.  All files, accounts, records, documents, books, forms, notes, reports, memoranda, studies, compilations of information, correspondence and all copies, abstracts and summaries of the foregoing, and all other physical items related to the Company, other than a merely personal item, whether of a public nature or not, and whether prepared by the Employee or not, are and shall remain the exclusive property of the Company and shall not be removed from the premises of the Company, except as required in the course of employment by the Company, without the prior written consent of the Board in each instance, and the same shall be promptly returned to the Company by Employee on the expiration or termination of this employment by the Company or at any time prior thereto upon the request of the Company.

4.3Injunctive Relief.  Employee hereby acknowledges and agrees that it would be difficult to fully compensate the Company for damages resulting from the breach or threatened breach of this paragraph 4 and, accordingly, that the Company shall be entitled to seek temporary and injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, to enforce such provisions without the necessity of proving actual damages and without the necessity of posting any bond or other undertaking in connection therewith. This provision with respect to injunctive relief shall not, however, diminish the Company’s right to claim and recover damages.

4.4“Company”.  For the purposes of this paragraph 4 of the Agreement only, the term “Company” shall include Premier Commercial Bank, N.A., Premier Commercial Bancorp, their successors, assigns and nominees, and all individuals, corporations and other entities that directly, or indirectly through one or more intermediaries, control or are controlled by or are under common control with any of the foregoing.

5.MISCELLANEOUS

5.1Severable Provisions.  The provisions of this Agreement are severable, and if any one or more provision may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provisions to the extent enforceable, shall nevertheless be binding and enforceable.

5.2Successors and Assigns.  All of the terms, provisions and obligations of this Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, representatives, successors and assigns. Notwithstanding the foregoing, neither the Agreement nor any rights hereunder shall be assigned, pledged, hypothecated or otherwise transferred by Employee without the prior written consent of the Board in each instance.

5.3Governing Law.  The validity, construction and interpretation of this Agreement shall be governed in all respects by the laws of the State of California applicable to contracts made and to be performed within that State.

5.4Headings.  Paragraph and subparagraph headings are not to be considered part of the Agreement and are included solely for convenience and reference and in no way define, limit or describe the scope of the Agreement or the intent of any provisions hereof.

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5.5Entire Agreement.  The Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof, and supersedes all prior agreements, understanding, negotiations and discussions, whether oral or written, relating to the subject matter of the Agreement. No supplement, modification, waiver or termination of the Agreement shall be valid unless executed by the party to be bound thereby. No waiver of any of the provisions of the Agreement shall be deemed to or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

5.6Notice.  Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed to have been given (i) if personally delivered, when so delivered, (ii) if mailed, one (1) week after having been placed in the United States mail, registered or certified, postage prepaid, addressed to the party to whom it is directed at the address set forth below or (iii) if given by telecopier, when such notice or other communication is transmitted to the telecopier number specified below and the appropriate answerback confirmation is received. Either party may change the address to which such notices are to be addressed by giving the other party notice in the manner herein set forth.

5.7Attorneys’ Fees.  In the event either party takes legal action to enforce any of the terms of the Agreement, the unsuccessful party to such action shall pay the successful party to such action shall pay the successful party’s expenses, including attorneys’ fees, incurred in such action.

5.8Third Parties.  Nothing in the Agreement, expressed or implied, is intended to confer upon any person other than the Company or the Employee any rights or remedies under or by reason of the Agreement.

5.9Arbitration.  Any controversy arising out of or relating to this Agreement or the transactions contemplated hereby shall be referred to arbitration before the American Arbitration Association strictly in accordance with the terms of this Agreement and the substantive law of the State of California. The board of arbitrators shall convene at a place mutually acceptable to the parties in the State of California and, if the place of arbitration cannot be agreed upon, arbitration shall be conducted in Anaheim. The parties hereto agree to accept the decision of the board of arbitrators, and judgment upon any award rendered hereunder may be entered in any court having jurisdiction thereof. Neither party shall institute a proceeding hereunder until that party has furnished to the other party, by registered mail, at least thirty (30) days’ prior written notice of its intent to do so.

5.10Construction.  If any part of this Agreement is deemed to be unclear or ambiguous, it shall be construed as if it were drafted jointly by the parties. Each party hereto acknowledges that no party was in a superior bargaining position regarding the substantive terms of this Agreement.

5.11Consent to Jurisdiction.  Subject to paragraph 5.9, each party hereto, to the fullest extent it may effectively do so under applicable law, irrevocably (i) submits to the exclusive jurisdiction of any court of the State of California or the United States of America sitting the City of Anaheim over any suit, action or proceeding arising out of or relating to this Agreement, (ii) waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subjection to the jurisdiction of any such court, any objection that it may now or hereafter have to the establishment of the venue of any such suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum, (iii) agrees that a judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon such party and may be enforced in the courts of the United States of America or the State of California (or any other courts to the jurisdiction of which such party is or may be subject) by a suit upon such judgment and (iv) consents to process being served in any such suit, action or proceeding by mailing a copy thereof by registered or certified air mail, postage prepaid, return receipt requested, to the address of such party specified in or designated pursuant to paragraph 5.6. Each party agrees that such service (i) shall be deemed in every respect effective service of process upon such party in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by law, be taken and held to be valid personal service upon and personal delivery to such party.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date and year first set forth above.

PREMIER COMMERCIAL BANK, N.A.
By:		/s/ Kenneth J. Cosgrove
Its	CEO/Chairman
2400 East Katella Avenue, Suite 125
Anaheim, California 92806
Facsimile Number:
By:		/s/ Gene Hatz
Its	Vice Chairman
2400 East Katella Avenue, Suite 125
Anaheim, California 92806
Facsimile Number:
PREMIER COMMERCIAL BANCORP
By:		/s/ Kenneth J. Cosgrove
Its	CEO/Chairman
2400 East Katella Avenue, Suite 125
Anaheim, California 92806
Facsimile Number:
By:		/s/ Gene Hatz
Its	Vice Chairman
2400 East Katella Avenue, Suite 125
Anaheim, California 92806
Facsimile Number:
ASHOKKUMAR PATEL
/s/ Ashokkumar Patel
Facsimile Number:
14035 Sweetgrass Lane
Chino Hills, CA 91709

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EX-10.8

Exhibit 10.8

PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION

Salary Continuation Agreement

PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION

SALARY CONTINUATION AGREEMENT

THIS SALARY CONTINUATION AGREEMENT (the “Agreement”) is adopted this l^st day of April, 2004, by and between PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION, a nationally-chartered commercial bank located in Anaheim, California (the “Company”), and KENNETH J. COSGROVE (the “Executive”).

The purpose of this Agreement is to provide specified benefits to the Executive, a member of a select group of management or highly compensated employees who contribute materially to the continued growth, development and future business success of the Company. This Agreement shall be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended from time to time. The Company will pay the benefits from its general assets.

The Company and the Executive agree as provided herein.

Article 1

Definitions

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

1.1 “Accrual Balance” means the liability that should be accrued by the Company, under Generally Accepted Accounting Principles (“GAAP”), for the Company’s obligation to the Executive under this Agreement, by applying Accounting Principles Board Opinion Number 12 (“APB 12”) as amended by Statement of Financial Accounting Standards Number 106 (“FAS 106”) and the Discount Rate. Any one of a variety of amortization methods may be used to determine the Accrual Balance. However, once chosen, the method must be consistently applied. The Accrual Balance shall be reported by the Company to the Executive on Schedule A.

1.2“Change of Control” means the transfer of shares of the Company’s voting common stock such that one entity or one person acquires (or is deemed to acquire when applying Section 318 of the Code) more than fifty percent (50%) of the Company’s outstanding voting common stock, followed within twelve (12) months by the Executive’s Termination of Employment for reasons other than death, Disability or retirement.

Notwithstanding the above, certain transfers are permitted within Section 318 of the Code and such transfers shall not be deemed a Change of Control under this Section 1.2. Nor shall any transfers of the Company’s voting common stock to its holding company be deemed a Change of Control for purposes of this Agreement.

1.3“Disability” means the Executive’s suffering a sickness, accident or injury which has been determined by the insurance carrier of any individual or group disability insurance policy covering the Executive, or by the Social Security Administration, to be a disability rendering the Executive totally and permanently disabled. The Executive must submit

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proof to the Plan Administrator of the insurance carrier’s or Social Security Administration’s determination upon the request of the Plan Administrator.

1.4“Discount Rate” means the rate used by the Plan Administrator for determining the Accrual Balance. The initial Discount Rate is six and one-half percent (6.5%). However, the Plan Administrator, in its sole discretion, may adjust the Discount Rate to maintain the rate within reasonable standards according to GAAP.

1.5“Early Involuntary Termination” means that the Executive, prior to Normal Retirement Age, has been notified in writing that employment with the Company is terminated for reasons other than an approved leave of absence, Termination for Cause, Disability, Death, Early Voluntary Termination, or within 12 months following a Change of Control.

1.6“Early Voluntary Termination” means that the Executive, prior to Normal Retirement Age, has terminated employment with the Company for reasons other than Termination for Cause, Disability, Early Involuntary Termination, or within 12 months following a Change of Control.

1.7“Effective Date” means April 1, 2004.

1.8“Normal Retirement Age” means the Executive’s sixty-fifth (65^th) birthday.

1.9“Normal Retirement Date” means the later of the Normal Retirement Age or Termination of Employment.

1.10“Plan Administrator” means the plan administrator described in Article 7.

1.11“Plan Year” means a twelve-month period commencing on January 1 and ending on December 31of each year. The initial Plan Year shall commence on the Effective Date of this Agreement and shall be considered a full Plan Year.

1.12“Termination for Cause” has that meaning set forth in Article 4.

1.13“Termination of Employment” means that the Executive ceases to be employed by the Company for any reason, voluntary or involuntary, other than by reason of a leave of absence approved by the Company.

Article 2
Benefits During Lifetime

2.1Normal Retirement Benefit. Upon Termination of Employment on or after the Normal Retirement Age for reasons other than death, the Company shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Article.

2.1.1Amount of Benefit. The annual benefit under this Section 2.1 is $75,000 (Seventy-Five Thousand Dollars).

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2.1.2Payment of Benefit. The Company shall pay the annual benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month following the Executive’s Normal Retirement Date. The annual benefit shall be paid to the Executive for fifteen (15) years.

2.2Early Involuntary Termination Benefit. Upon Early Involuntary Termination, the Company shall pay to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Article.

2.2.1Amount of Benefit. The annual benefit under this Section 2.2 is the Early Involuntary Termination Benefit set forth on Schedule A for the Plan Year during which Termination of Employment occurs. This benefit is determined by vesting the Executive in the Accrual Balance at the rate of approximately eleven percent (11.11%) per year until the Executive becomes fully vested in the Accrual Balance after 9 Plan Years, according to the schedule set forth below.

Plan Year	Percent vested in the Accrual Balance
1	11
2	22
3	33
4	44
5	55
6	66
7	77
8	88
9	100

2.2.2Payment of Benefit. The Company shall pay the benefit to the Executive in a lump sum within ninety (90) days following the Termination of Employment.

2.3Early Voluntary Termination Benefit. There is no Early Voluntary Termination Benefit under this Agreement.

2.4Disability Benefit. Upon Termination of Employment due to Disability prior to Normal Retirement Age, the Company shall pay to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article.

2.4.1Amount of Benefit. The benefit under this Section 2.4 is the Disability Benefit set forth on Schedule A for the Plan Year during which the Termination of Employment occurs. This benefit is determined by vesting the Executive in one hundred percent (100%) of the Accrual Balance.

2.4.2Payment of Benefit. The Company shall pay the benefit to the Executive in a lump sum within ninety (90) days following Termination of Employment due to Disability.

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2.5Change of Control Benefit. Upon a Change of Control followed within twelve (12) months by the Executive’s Termination of Employment, the Company shall pay to the Executive the benefit described in this Section 2.5 in lieu of any other benefit under this Article.

2.5.1Amount of Benefit. The benefit under this Section 2.5 is the Change of Control Benefit set forth on Schedule A for the Plan Year during which Termination of Employment occurs. This benefit is determined by vesting the Executive in one hundred percent (100%) of the Normal Retirement Benefit amount described in Section 2.1.1.

2.5.2Payment of Benefit. The Company shall pay the annual benefit to the Executive in twelve (12) equal monthly installments commencing with the first of the month following Executive’s attainment of Normal Retirement Age.

Article 3
Death Benefits

The Company shall not pay a death benefit under this Agreement. A death benefit may be provided according to the terms of a separate Split Dollar Agreement entered into by the Company and the Executive.

Article 4
General Limitations

4.1Termination for Cause. Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement if the Company’s Board of Directors terminates the Executive’s employment for:

(a)Gross negligence or gross neglect of duties to the Company;

(b)Commission of a felony or of a gross misdemeanor involving moral turpitude;

(c)Fraud, disloyalty, dishonesty or willful violation of any law or significant Company policy committed in connection with the Executive’s employment and resulting in a material adverse effect on the Company; or

(d)Issuance of an order for removal of the Executive by the Company’s banking regulators.

4.2Suicide or Misstatement. The Company shall not pay any benefit under this Agreement if the Executive commits suicide within two years after the Effective Date. In addition, the Company shall not pay any benefit under this Agreement if the Executive has made any material misstatement of fact on any application for life insurance owned by the Company on the Executive’s life.

4.3Excess Parachute Payment. Notwithstanding any provision of this Agreement to the contrary, to the extent any benefit would create an excise tax under the excess parachute

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rules of Section 280G of the Code, the Company shall reduce the benefit paid under this Agreement to the maximum benefit that would not result in any such excise tax.

4.4Risk of Forfeiture. Notwithstanding anyprovision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement if, after an Early Involuntary Termination, the Executive or the Executive’s successors, heirs, or assigns, commences legal action against the Company for reasons related to the Executive’s Early Involuntary Termination.

Article 5
Claims And Review Procedures

5.1Claims Procedure. An Executive or Beneficiary (“claimant”) who has not received benefits under the Agreement that he or she believes should be paid shall make a claim for such benefits as follows:

5.1.1Initiation – Written Claim. The claimant initiates a claim by submitting to the Plan Administrator a written claim for the benefits.

5.1.2Timing of Plan Administrator Response. The Plan Administrator shall respond to such claimant within 90 days after receiving the claim. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision.

5.1.3Notice of Decision. If the Plan Administrator denies part or all of the claim, the Plan Administrator shall notify the claimant in writing of such denial. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a)The specific reasons for the denial;

(b)A reference to the specific provisions of the Agreement on which the denial is based;

(c)A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;

(d)An explanation of the Agreement’s review procedures and the time limits applicable to such procedures; and

(e)A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

5.2Review Procedure. If the Plan Administrator denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Plan Administrator of the denial, as follows:

5.2.1Initiation – Written Request. To initiate the review, the claimant, within 60 days

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after receiving the Plan Administrator’s notice of denial, must file with the Plan Administrator a written request for review.

5.2.2Additional Submissions – Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Plan Administrator shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.

5.2.3Considerations on Review. In considering the review, the Plan Administrator shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

5.2.4Timing of Plan Administrator Response. The Plan Administrator shall respond in writing to such claimant within 60 days after receiving the request for review. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision.

5.2.5Notice of Decision. The Plan Administrator shall notify the claimant in writing of its decision on review. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a)The specific reasons for the denial;

(b)A reference to the specific provisions of the Agreement on which the denial is based;

(c)A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits; and

(d)A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

Article 6
Amendments and Termination

This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive. Provided, however, if the Company’s Board of Directors determines that the Executive is no longer a member of a select group of management or highly compensated employees, as that phrase applies to ERISA, for reasons other than death, Disability or retirement, the Company may amend or terminate this Agreement. Upon such amendment or termination the Company shall pay benefits to the Executive as if Early Termination occurred on

6

the date of such amendment or termination, regardless of whether Early Termination actually occurs.

Notwithstanding the previous paragraph, the Company may amend or terminate the plan at any time if, pursuant to legislative, judicial or regulatory action, continuation of the Agreement would (i) cause benefits to be taxable to the Executive prior to actual receipt, or (ii) result in significant financial penalties or other significantly detrimental ramifications to the Company (other than the financial impact of paying the benefits).

Article 7
Administration of Agreement

7.1Plan Administrator Duties. This Agreement shall be administered by a Plan Administrator which shall consist of the Board, or such committee or person(s) as the Board shall appoint. The Executive may be a member of the Plan Administrator. The Plan Administrator shall also have the discretion and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement and (ii) decide or resolve any and all questions including interpretations of this Agreement, as may arise in connection with the Agreement.

7.2Agents. In the administration of this Agreement, the Plan Administrator may employ agents and delegate to them such administrative duties as it sees fit, (including acting through a duly appointed representative), and may from time to time consult with counsel who may be counsel to the Company.

7.3Binding Effect of Decisions. The decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation and application of the Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Agreement. No Executive or Beneficiary shall be deemed to have any right, vested or nonvested, regarding the continued use of any previously adopted assumptions, including but not limited to the Discount Rate.

7.4Indemnity of Plan Administrator. The Company shall indemnify and hold harmless the members of the Plan Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator or any of its members.

7.5Company Information. To enable the Plan Administrator to perform its functions, the Company shall supply full and timely information to the Plan Administrator on all matters relating to the date and circumstances of the retirement, Disability, death, or Termination of Employment of the Executive, and such other pertinent information as the Plan Administrator may reasonably require.

7.6Annual Statement. The Plan Administrator shall provide to the Executive, within 120 days after the end of each Plan Year, a statement setting forth the benefits payable under this Agreement.

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Article 8
Miscellaneous

8.1Binding Effect. This Agreement shall bind the Executive and the Company, and their beneficiaries, survivors, executors, successors, administrators andtransferees.

8.2No Guarantee of Employment. This Agreement is not an employment policy or contract.  It does not give the Executive the right to remain an employee of the Company, nor does it interfere with the Company’s right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive’s right to terminate employment at any time.

8.3Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

8.4Tax Withholding. The Company shall withhold any taxes that, in its reasonable judgment, are required to be withheld from the benefits provided under this Agreement. The Executive acknowledges that the Company’s sole liability regarding taxes is to forward any amounts withheld to the appropriate taxing authority(ies).

8.5Applicable Law. The Agreement and all rights hereunder shall be governed by the laws of the State of California, except to the extent preempted by the laws of the United States of America.

8.6Unfunded Arrangement. The Executive and Beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement. The benefits represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive’s life is a general asset of the Company to which the Executive and Beneficiary have no preferred or secured claim.

8.7Reorganization. The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm, or person unless such succeeding or continuing company, firm, or person agrees to assume and discharge the obligations of the Company under this Agreement. Upon the occurrence of such event, the term “Company” as used in this Agreement shall be deemed to refer to the successor or survivor company.

8.8Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

8.9Interpretation. Wherever the fulfillment of the intent and purpose of this Agreement requires, and the context will permit, the use of the masculine gender includes the feminine and use of the singular includes the plural.

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8.10Alternative Action. In the event it shall become impossible for the Company or the Plan Administrator to perform any act required by this Agreement, the Company or Plan Administrator may in its discretion perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Company.

8.11Headings. Article and section headings are for convenient reference only and shall not control or affect the meaning or construction of any of its provisions.

8.12Validity. In case any provision of this Agreement shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Agreement shall be construed and enforced as if such illegal and invalid provision has never been inserted herein.

8.13Notice. Any notice or filing required or permitted to be given to the Company or Plan Administrator under this Agreement shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:

2400 East Katelia Ave

Suite 125

Anaheim, CA 92806

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

Any notice or filing required or permitted to be given to the Executive under this Agreement shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Executive.

IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Company have signed this Agreement.

EXECUTIVE:	PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION
/s/ Kenneth J. Cosgrove	By	/s/ Gene Hatz
Kenneth J. Cosgrove		Gene Hatz
	Title		Vice Chairman

9

BENEFICIARY DESIGNATION FORM

I, Kenneth J, Cosgrove, designate the following as beneficiary of benefits under the Agreement payable following my death:

Primary:  Kenneth & Carolyn Cosgrove, Trusteees of the Kenneth & Carolyn Cosgrove Revocable Trust, initially created April 25, 1991.	100	%
		%
Contingent:  Marissa Dee Cosgrove	100	%
		%

Notes:

•Please PRINT CLEARLY or TYPE the names of the beneficiaries.

•To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

•To name your estate as beneficiary, please write “Estate of [your name]”.

•Be aware that none of the contingent beneficiaries will receive anything unless ALL of the priminay beneficiaries predecease you.

I understand that I may change these beneficiary designations by delivering a new written designation to the Plan Administrator, which shall be effective only upon receipt and acknowledgment by the Plan Administrator prior to my death. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.

Name:	Kenneth J. Cosgrove
		Date :	Aug 21, 2004
Signature:	/s/ Kenneth J. Cosgrove

SPOUSAL CONSENT (Required if Spouse not named beneficiary):

I consent to the beneficiary designation above, and acknowledge that if I am named beneficiary and our marriage is subsequently dissolved, the designation will be automatically revoked.

Spouse Name:
Signature:	Date:

Received by the Plan Administrator this                          day of                            , 20    

By:

Title:

Plan Year Reporting

Schedule A

Kenneth J. Cosgrove

DOB: 6/11/1947 Plan Anniv Date: 1/1/2005					Early Involuntary Termination			Disability			Change of Control
Normal Retirement: 7/7/2012, Age 65 Payment: Monthly Installment					Lump Sum Payable Immediately			Lump Sum Payable Immediately			Installment Payable at 65
Period	Discount		Benefit Level	Accrual Balance	Vesting		Based On Accrual	Vesting		Based On Accrual	Vesting		Based On Benefit
Ending	Rate		(1)	(2)	(3)		(4)	(5)		(6)	(7)		(8)
Dec 2004 (1)	6.5	%	75,000	50,550	11.11	%	5,616	100	%	50,550	100	%	75,000

(1)The first line reflects 9 months of data, April 2004 to December 2004.

•IF THERE IS A CONFLICT IN ANY TERMS OR PROVISIONS BETWEEN THIS SCHEDULE A AND THE AGREEMENT, THE TERMS AND PROVISIONS OF THE AGREEMENT SHALL PREVAIL, IF A TRIGGERING EVENT OCCURS, REFER TO THE AGREEMENT TO DETERMINE THE ACTUAL BENEFIT AMOUNT BASED ON THE DATE OF THE EVENT.

Plan Year Reporting

CLARKCONSULTING

Hypothetical Termination Benefits Schedule

Kenneth J. Cosgrove

DOB: 6/11/1947 Plan Anniv Date: 1/1/2005					Early Involuntary Termination			Disability			Change of Control
Normal Retirement: 7/7/2012, Age 65 Payment: Monthly Installment					Lump Sum Payable Immediately			Lump Sum Payable Immediately			Installment Payable at 65
Period	Discount		Benefit Level	Accrual Balance	Vesting		Based On Accrual	Vesting		Based On Accrual	Vesting		Based On Benefit
Ending	Rate		(1)	(2)	(3)		(4)	(5)		(6)	(7)		(8)
Dec 2004 (1)	6.5	%	75,000	50,550	11.11	%	5,616	100	%	50,550	100	%	75,000
Dec 2005	6.5	%	75,000	121,889	22.22	%	27,084	100	%	121,889	100	%	75,000
Dec 2006	6.5	%	75,000	198,006	33.33	%	65,995	100	%	198,006	100	%	75,000
Dec 2007	6.5	%	75,000	279,220	44.44	%	124,085	100	%	279,220	100	%	75,000
Dec 2008	6.5	%	75,000	365,874	55.55	%	203,243	100	%	365,874	100	%	75,000
Dec 2009	6.5	%	75,000	458,331	66.66	%	305,523	100	%	458,331	100	%	75,000
Dec 2010	6.5	%	75,000	556,980	77.77	%	433,163	100	%	556,980	100	%	75,000
Dec 2011	6.5	%	75,000	662,235	88.88	%	588,595	100	%	662,235	100	%	75,000
June 2012	6.5	%	75,000	717,478	100	%	717,478	100	%	717,478	100	%	75,000

June 11, 2012 Retirement; July 31, 2012 First Payment Date

(1)The first line reflects 9 months of data, April 2004 to December 2004.

•The purpose of this hypothetical illustration is to show the participant’s annual benefit based on various termination assumptions. Actual benefits are based on the terms and provisions of the plan agreement executed between the company and participant and may differ from those shown.

PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION
SPLIT DOLLAR AGREEMENT

(ADDENDUM A TO THE PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION
SALARY CONTINUATION AGREEMENT)

THIS AGREEMENT is adopted this 1^st day of April, 2004, by and between PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION, located in Anaheim, California (the “Company”), and KENNETH J. COSGROVE (the “Executive”). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties.

INTRODUCTION

To encourage the Executive to remain an employee of the Company, the Company is willing to divide the death proceeds of a life insurance policy on the Executive’s life. The Company will pay life insurance premiums from its general assets.

AGREEMENT

The Company and the Executive agree as follows:

Article 1
General Definitions

The following terms shall have the meanings specified:

1.1“Insured” means the Executive.

1.2“Insurer” means each life insurance carrier in which there is a Split Dollar Policy Endorsement attached to this Agreement.

1.3“Normal Retirement Age” means the Executive attaining sixty-five (65) years of age.

1.4“Policy" means the specific life insurance policy or policies issued by the Insurer.

1.5“Salary Continuation Agreement” means that Salary Continuation Agreement between the Company and the Executive on even date herewith or as subsequently amended.

1.6“Termination for Cause” shall be defined as set forth in Article 7.

1.7“Termination of Employment” means that the Executive ceases to be employed by the Company for any reason, other than by reason of a leave of absence approved by the Company.

Article 2
Policy Ownership/Interests

2.1Company Ownership. The Company is the sole owner of the Policy and shall have the right to exercise all incidents of ownership. The Company shall be the beneficiary of the remaining death proceeds of the Policy after the Interest of the Executive or the Executive’s transferee has been paid according to Section 2.2 below.

2.2Executive’s Interest. The Executive shall have the right to designate the beneficiary of the death proceeds. The Executive shall also have the right to elect and change settlement options that may be permitted. Upon the termination of this Agreement according to Article 7 herein, the Executive, the Executive’s transferee or the Executive’s beneficiary shall have no rights or interests in the Policy and no death benefit shall be paid under this Section 2.2.

2.2.1Death During Active Service. If the Executive dies while in the active service of the Company, the Company shall pay to the Executive’s beneficiary $717,478 (Seven Hundred Seventeen Thousand Four Hundred Seventy-Eight Dollars) upon the death of the Executive.

2.2.2Death During Payment of a Benefit under the Salary Continuation Agreement. If the Executive dies after any benefit payments have commenced under Article 2 of the Salary Continuation Agreement but before receiving all such payments, the Company shall cease paying the remaining benefit, if any, and shall then pay to the Executive’s beneficiary the split dollar death benefit described in Section 2.2.1 of this Agreement.

2.2.3Death After Termination of Employment But Before Commencement of Payment under the Salary Continuation Plan. If the Executive is entitled to a benefit under Article 2 of the Salary Continuation Agreement, but dies prior to the commencement of said benefit payments, the Company shall pay no benefit under the Salary Continuation Agreement but shall pay to the Executive’s beneficiary the split dollar death benefit described in Section 2.2.1  of this Agreement.

2.3Comparable Coverage. Upon execution of this Agreement, the Company shall maintain the Policy in full force and effect and in no event shall the Company amend, terminate or otherwise abrogate the Executive’s interest in the Policy, unless the Company replaces the Policy with a comparable insurance policy to cover the benefit provided under this Agreement and the Company and the Executive execute a new Split Dollar Policy Endorsement for said comparable insurance policy. The Policy or any comparable policy shall be subject to the claims of the Company’s creditors.

Article 3
Premiums

3.1Premium Payment. The Company shall pay any premiums due on the Policy.

3.2Economic Benefit. The Company shall determine the economic benefit attributable to the Executive based on the amount of the current term rate for the Executive’s age multiplied by the aggregate death benefit payable to the Executive’s beneficiary. The “current term rate” is the minimum amount required to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable authority.

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3.3Imputed Income. TheCompany shall impute the economic benefit to the Executive on an annual basis.

Article 4
Assignment

The Executive may assign without consideration all of the Executive’s interests in the Policy and in this Agreement to any person, entity or trust. In the event the Executive transfers all of the Executive’s interest in the Policy, then all of the Executive’s interest in the Policy and in the Agreement shall be vested in the Executive’s transferee, who shall be substituted as a party hereunder and the Executive shall have no further interest in the Policy or in this Agreement.

Article 5
Insurer

The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement.

Article 6
Claims and Review Procedure

6.1Claims Procedure. Any person or entity who has not received benefits under the Plan that he or she believes should be paid (the “claimant”) shall make a claim for such benefits as follows:

6.1.1Initiation - Written Claim. The claimant initiates a claim by submitting to the Company a written claim for the benefits.

6.1.2Timing of Company Response. The Company shall respond to such claimant within 90 days after receiving the claim. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.

6.1.3Notice of Decision. If the Company denies part or all of the claim, the Company shall notify the claimant in writing of such denial. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a)The specific reasons for the denial,

(b)A reference to the specific provisions of this Agreement on which the denial is based,

(c)A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed,

(d)An explanation of this Agreement’s review procedures and the lime limits applicable to such procedures, and

(e)A statement of the claimant’s right to bring a civilaction under ERISA Section 502(a) (29 United StatesCode section 1132(a)) following an adverse benefit

3

determination on review.

6.2Review Procedure. If the Company denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Company of the denial, as follows:

6.2.1Initiation – Written Request. To initiate the review, the claimant, within 60 days after receiving the Company’s notice of denial, must file with the Company a written request for review.

6.2.2Additional Submissions – Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Company shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.

6.2.3Considerations on Review. In considering the review, the Company shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

6.2.4Timing of Company Response. The Company shall respond in writing to such claimant within 60 days after receiving the request for review. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.

6.2.5Notice of Decision. The Company shall notify the claimant in writing of its decision on review. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a)The specific reasons for the denial,

(b)A reference to the specific provisions of this Agreement on which the denial is based,

(c)A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits, and

(d)A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

Article 7
Amendments and Termination

7.1This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive. Provided, however, if the Company’s Board of Directors determines that the Executive is no longer a member of a select group of management or highly compensated employees, as that phrase applies to ERISA, for reasons other than death, Disability, or retirement, the Company may amend or terminate this Agreement. Upon such amendment or

4

termination the Company shall pay benefits to the Executive as if Early Termination occurred on the date of such amendment or termination, regardless of whether Early Termination actually occurs.

7.2Notwithstanding the previous paragraph, the Company may amend or terminate the plan at any time if, pursuant to legislative, judicial or regulatory action, continuation of the Agreement would (i) cause benefits to be taxable to the Executive prior to actual receipt, or (ii) result in significant financial penalties or other significantly detrimental ramifications to the Company (other than the financial impact of paying the benefits).

7.3In the event this Agreement is terminated under this Article 7, the Company shall not sell, surrender or transfer ownership of the Policy without first giving the Executive or the Executive’s transferee the option to purchase the Policy for a period of sixty (60) days from written notice of such intention. The purchase price shall be an amount equal to the cash surrender value of the Policy.

7.4Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement if the Company terminates the Executive’s employment for:

(a)Willful breach of duty in the course of employment or habitual neglect of employment responsibilities and duties;

(b)Conviction of any felony or crime involving moral turpitude, fraud or dishonesty;

(c)Willful violation of any state or federal banking or securities law, the rules or regulations of any banking agency, or any material Company rule, policy or resolution resulting in an adverse effect on the Company; or

(d)Disclosure to any third party by the Executive, without authority or permission, of any secret or confidential information of the Company.

7.5Suicide or Misstatement. The Company shall not pay any benefit under this Agreement if the Executive commits suicide within two years after the date of this Agreement. In addition, the Company shall not pay any benefit under this Agreement if the Executive has made any material misstatement of fact on an employment application or resume provided to the Company, or on any application for any benefits provided by the Company to the Executive.

Article 8
Miscellaneous

8.1Binding Effect. This Agreement shall bind the Executive and the Company and their beneficiaries, survivors, executors, administrators and transferees, and any Policy beneficiary.

8.2No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Company, nor does it interfere with the Company’s right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive’s right to terminate employment at any time.

8.3Applicable Law. The Agreement and all rights hereunder shall be governed by and construed according to the laws of the State of California, except to the extent preempted by the laws of the United States of America.

8.4Reorganization. The Company shall not merge or consolidate into or with another

5

company, or reorganize, or sell substantially all of its assets to another company, firm or person unless such succeeding or continuing company, firm or person agrees to assume and discharge the obligations of the Company.

8.5Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Split Dollar Agreement by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be given either by delivering the same to such other party personally, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his or her last known address as shown on the records of the Company. The date of such mailing shall be deemed the date of such mailed notice, consent or demand.

8.6Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

8.7Administration. The Company shall have powers which are necessary to administer this Agreement, including but not limited to:

(a)Interpreting the provisions of this Agreement;

(b)Establishing and revising the method of accounting for this Agreement;

(c)Maintaining a record of benefit payments; and

(d)Establishing rules and prescribing any forms necessary or desirable to administer this Agreement.

8.8Named Fiduciary. The Company shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

IN WITNESS WHEREOF, the Executive and the Company consent to this Agreement on the date above written.

EXECUTIVE:	PREMIER COMMERCIAL BANK,
	NATIONAL ASSOCIATION
/s/ Kenneth J. Cosgrove	By	/s/ Gene Hatz
Kenneth J. Cosgrove		Gene Hatz
	Title		Vice Chairman

6

PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION
Split Dollar Agreement
BENEFICIARY DESIGNATION FORM

I, Kenneth J. Cosgrove, designate the following as beneficiary of benefits under the Agreement payable following my death:

Primary: Kenneth & Carolyn Cosgrove, Trustees of the Kenneth & Carolyn Cosgrove Revocable Trust initially created April 25, 1991.	100	%
		%
Contingent:  Marissa Dee Cosgrove	100	%
		%

Notes:

•Please PRINT CLEARLY or TYPE the names of the beneficiaries.

•To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

•To name your estate asbeneficiary, please write “Estate of [your name]”.

•Be aware that none of the contingent beneficiaries will receive anything unless ALL of the primary beneficiaries predecease you.

I understand that I may change these beneficiary designations by delivering a new written designation to the Company, which shall be effective only upon receipt and acknowledgment by the Company prior to my death. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.

Name :	Kenneth J. Cosgrove
		Date :	Aug 24, 2004
Signature:	/s/ Kenneth J. Cosgrove

SPOUSAL CONSENT (Required if Spouse not named beneficiary):

I consent to the beneficiary designation above, and acknowledge that if I am named beneficiary and our marriage is subsequently dissolved, the designation will be automatically revoked.

Spouse Name:
Signature:	Date:

Received by the Company this                 day of                     , 2      

By:

Title:

POLICY ENDORSEMENT

Contract Owner:  PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION

The undersigned Owner requests that the policy(ies) shown in the attached Schedule Page issued by Midland National Life Insurance Company (the “Insurer”) provide for the following beneficiary designation:

1.Upon the death of the Insured, proceeds shall be paid in one sum to the Owner, its successors or assigns, as Beneficiary, to the extent claimed by said Owner.

2.Any proceeds at the death of the Insured in excess of the amount paid under the provisions of paragraph 1 of this Policy Endorsement shall be paid in one sum in accordance with the written direction of the Owner. Such direction will be provided to the Insurer at the time of claim. The Insurer will be protected in relying solely on the Owner to provide the name(s) of the party(ies) to pay any excess not paid under paragraph 1. If the Owner fails to provide the name(s) of the party(ies) at the time of claim, then any proceeds payable under this paragraph shall be paid in one sum to the Beneficiary.

3.It is hereby provided that (i) any payment made to the Beneficiary or other party under paragraph 2 of this Policy Endorsement shall be a full discharge of the Insurer to the extent thereof; (ii) such discharge shall be binding on all parties claiming any interest under the Policy; and (iii) the Insurer shall have no responsibility with respect to the amounts so claimed.

4.It is agreed by the undersigned that this designation shall be subject in all respects to the contractual terms of the Policy.

The undersigned is signing in a representative capacity for the Owner and warrants that he or she has the authority to bind the entity on whose behalf this document is being executed.

Signed at Anaheim, California, this 24 day of August, 2004.

OWNER:

PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION

By:	Gene Hatz	By:	Ashok R. Patel
Title:	Vice Chairman	Title:	President

1

Schedule Page
Policy(ies) Subject to Policy Endorsement

Policy Number	Insured
	Kenneth J. Cosgrove

2

POLICY ENDORSEMENT

Contract Owner:  PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION

The undersigned Owner requests that the policy(ies) shown in the attached Schedule Page issued by Jefferson-Pilot Life Insurance Company (the “Insurer”) provide for the following beneficiary designation:

1.Upon the death of the Insured, proceeds shall be paid in one sum to the Owner, its successors or assigns, as Beneficiary, to the extent claimed by said Owner.

2.Any proceeds at the death of the Insured in excess of the amount paid under the provisions of paragraph 1 of this Policy Endorsement shall be paid in one sum in accordance with the written direction of the Owner. Such direction will be provided to the Insurer at the time of claim. The Insurer will be protected in relying solely on the Owner to provide the name(s) of the party(ies) to pay any excess not paid under paragraph 1. If the Owner fails to provide the name(s) of the party(ies) at the time of claim, then any proceeds payable under this paragraph shall be paid in one sum to the Beneficiary.

3.It is hereby provided that (i) any payment made to the Beneficiary or other party under paragraph 2 of this Policy Endorsement shall be a full discharge of the Insurer to the extent thereof; (ii) such discharge shall be binding on all parties claiming any interest under the Policy; and (iii) the Insurer shall have no responsibility with respect to the amounts so claimed.

4.It is agreed by the undersigned that this designation shall be subject in all respects to the contractual terms of the Policy.

The undersigned is signing in a representative capacity for the Owner and warrants that he or she has the authority to bind the entity on whose behalf this document is being executed.

Signed at Anaheim, California, this 24 day of August, 2004.

OWNER:
PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION
By:	Gene Hatz	By:	Ashok R. Patel
Title:	Vice Chairman	Title:	President

1

Schedule Page
Policy(ies) Subject to Policy Endorsement

Policy Number	Insured
	Kenneth J. Cosgrove

2

POLICY ENDORSEMENT

Contract Owner:  PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION

The undersigned Owner requests that the policy(ies) shown in the attached Schedule Page issued by New York Life Insurance & Annuity Company (the “Insurer”) provide for the following beneficiary designation:

1.Upon the death of the Insured, proceeds shall be paid in one sum to the Owner, its successors or assigns, as Beneficiary, to the extent claimed by said Owner.

2.Any proceeds at the death of the Insured in excess of the amount paid under the provisions of paragraph 1 of this Policy Endorsement shall be paid in one sum in accordance with the written direction of the Owner. Such direction will be provided to the Insurer at the time of claim. The Insurer will be protected in relying solely on the Owner to provide the name(s) of the party(ies) to pay any excess not paid under paragraph 1. If the Owner fails to provide the name(s) of the party(ies) at the time of claim, then any proceeds payable under this paragraph shall be paid in one sum to the Beneficiary.

3.It is hereby provided that (i) any payment made to the Beneficiary or other party under paragraph 2 of this Policy Endorsement shall be a full discharge of the Insurer to the extent thereof; (ii) such discharge shall be binding on all parties claiming any interest under the Policy; and (iii) the Insurer shall have no responsibility with respect to the amounts so claimed.

4.It is agreed by the undersigned that this designation shall be subject in all respects to the contractual terms of the Policy.

The undersigned is signing in a representative capacity for the Owner and warrants that he or she has the authority to bind the entity on whose behalf this document is being executed.

Signed at Anaheim, California, this 24 day of August, 2004.

OWNER:

PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION

By:	/s/ Gene Hatz	By:	/s/ Ashok R. Patel
Title:	Vice Chairman	Title:	President

1

Schedule Page
Policy(ies) Subject to Policy Endorsement

Policy Number	Insured
	Kenneth J. Cosgrove

2

EX-10.9

Exhibit 10.9

PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION

SALARY CONTINUATION AGREEMENT

THIS SALARY CONTINUATION AGREEMENT (the “Agreement”) is adopted this 1^st day of April, 2004, by and between PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION, a nationally-chartered commercial bank located in Anaheim, California (the “Company”), and ASHOK R. PATEL (the “Executive”).

The purpose of this Agreement is to provide specified benefits to the Executive, a member of a select group of management or highly compensated employees who contribute materially to the continued growth, development and future business success of the Company. This Agreement shall be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended from time to time. The Company will pay the benefits from its general assets.

The Company and the Executive agree as provided herein.

Article 1
Definitions

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

1.1“Accrual Balance” means the liability that should be accrued by the Company, under Generally Accepted Accounting Principles (“GAAP”), for the Company’s obligation to the Executive under this Agreement, by applying Accounting Principles Board Opinion Number 12 (“APB 12”) as amended by Statement of Financial Accounting Standards Number 106 (“FAS 106”) and the Discount Rate. Any one of a variety of amortization methods may be used to determine the Accrual Balance. However, once chosen, the method must be consistently applied. The Accrual Balance shall be reported by the Company to the Executive on Schedule A.

1.2“Change of Control” means the transfer of shares of the Company’s voting common stock such that one entity or one person acquires (or is deemed to acquire when applying Section 318 of the Code) more than fifty percent (50%) of the Company’s outstanding voting common stock, followed within twelve (12) months by the Executive’s Termination of Employment for reasons other than death, Disability or retirement.

Notwithstanding the above, certain transfers are permitted within Section 318 of the Code and such transfers shall not be deemed a Change of Control under this Section 1.2. Nor shall any transfers of the Company’s voting common stock to its holding company be deemed a Change of Control for purposes of this Agreement.

1.3“Disability” means the Executive’s suffering a sickness, accident or injury which has been determined by the insurance carrier of any individual or group disability insurance policy covering the Executive, or by the Social Security Administration, to be a disability rendering the Executive totally and permanently disabled. The Executive must submit

1

proof to the Plan Administrator of the insurance carrier’s or Social Security Administration’s determination upon the request of the Plan Administrator.

1.4“Discount Rate” means the rate used by the Plan Administrator for determining the Accrual Balance. The initial Discount Rate is six and one-half percent (6.5%). However,  the Plan Administrator, in its sole discretion, may adjust the Discount Rate to maintain the rate within reasonable standards according to GAAP.

1.5“Early Involuntary Termination” means that the Executive, prior to Normal Retirement Age, has been notified in writing that employment with the Company is terminated for reasons other than an approved leave of absence, Termination for Cause, Disability, Death, Early Involuntary Termination, or within 12 months following a Change of Control.

1.6“Ear1y Voluntary Termination” means that the Executive, prior to Normal Retirement Age, has terminated employment with the Company for reasons other than Termination for Cause, Disability, Early Involuntary Termination, or within 12 months following a Change of Control.

1.7“Effective Date” means April 1, 2004.

1.8“Normal Retirement Age” means the Executive’s sixty-fifth (65^th) birthday.

1.9“Normal Retirement Date” means the later of the Normal Retirement Age or Termination of Employment.

1.10“Plan Administrator” means the plan administrator described in Article 7.

1.11“Plan Year” means a twelve-month period commencing on January 1 and ending on December 31 of each year. The initial Plan Year shall commence on the Effective Date of this Agreement and shall be considered a full Plan Year.

1.12“Termination for Cause” has that meaning set forth in Article 4.

1.13“Termination of Employment” means that the Executive ceases to be employed by the Company for any reason, voluntary or involuntary, other than by reason of a leave of absence approved by the Company.

Article 2
Benefits During Lifetime

2.1Normal Retirement Benefit. Upon Termination of Employment on or after the Normal Retirement Age for reasons other than death, the Company shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Article.

2.1.1Amount of Benefit. The annual benefit under this Section 2.1 is $75,000 (Seventy-Five Thousand Dollars).

2

2.1.2Payment of Benefit. The Company shall pay the annual benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month following the Executive’s Normal Retirement Date. The annual benefit shall be paid to the Executive for fifteen (15) years.

2.2Early Involuntary Termination Benefit. Upon Early Involuntary Termination, the Company shall pay to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Article.

2.2.1Amount of Benefit. The annual benefit under this Section 2.2 is the Early Involuntary Termination Benefit set forth on Schedule A for the Plan Year during which Termination of Employment occurs. This benefit is determined by vesting the Executive in the Accrual Balance ten percent per year until the Executive becomes fully vested in the Accrual Balance after 10 Plan Years, according to the schedule set forth below.

Plan Year	Percent vested in the Accrual Balance
1	10
2	20
3	30
4	40
5	50
6	60
7	70
8	80
9	90
10	100

2.2.2Payment of Benefit. The Company shall pay the benefit to the Executive in a lump sum within ninety (90) days following the Termination of Employment.

2.3Early Voluntary Termination Benefit. There is no Early Voluntary Termination Benefit under this Agreement.

2.4Disability Benefit. Upon Termination of Employment due to Disability prior to Normal Retirement Age, the Company shall pay to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article.

2.4.1Amount of Benefit. The benefit under this Section 2.4 is the Disability Benefit set forth on Schedule A for the Plan Year during which the Termination of Employment occurs. This benefit is determined by vesting the Executive in one hundred percent (100%) of the Accrual Balance.

2.4.2Payment of Benefit. The Company shall pay the benefit to the Executive in a lump sum within ninety (90) days following Termination of Employment due to Disability.

3

2.5Change of Control Benefit. Upon a Change of Control followed within twelve (12) months by the Executive’s Termination of Employment, the Company shall pay to the Executive the benefit described in this Section 2.5 in lieu of any other benefit under this Article.

2.5.1Amount of Benefit. The benefit under this Section 2.5 is the Change of Control Benefit set forth on Schedule A for the Plan Year during which Termination of Employment occurs. This benefit is determined by vesting the Executive in one hundred percent (100%) of the Normal Retirement Benefit amount described in Section 2.1.1.

2.5.2Payment of Benefit. The Company shall pay the annual benefit to the Executive in twelve (12) equal monthly installments commencing with the first of the month following Executive’s attainment of Normal Retirement Age.

Article 3
Death Benefits

The Company shall not pay a death benefit under this Agreement. A death benefit may be provided according to the terms of a separate Split Dollar Agreement entered into by the Company and the Executive.

Article 4
General Limitations

4.1Termination for Cause. Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement if the Company’s Board of Directors terminates the Executive’s employment for:

(a)Gross negligence or gross neglect of duties to the Company;

(b)Commission of a felony or of a gross misdemeanor involving moral turpitude;

(c)Fraud, disloyalty, dishonesty or willful violation of any law or significant Company policy committed in connection with the Executive’s employment and resulting in a material adverse effect on the Company; or

(d)Issuance of an order for removal of the Executive by the Company’s banking regulators.

4.2Suicide or Misstatement. The Company shall not pay any benefit under this Agreement if the Executive commits suicide within two years after the Effective Date. In addition, the Company shall not pay any benefit under this Agreement if the Executive has made any material misstatement of fact on any application for life insurance owned by the Company on the Executive’s life.

4.3Excess Parachute Payment. Notwithstanding any provision of this Agreement to the contrary, to the extent any benefit would create an excise tax under the excess parachute

4

rules of Section 280G of the Code, the Company shall reduce the benefit paid under this Agreement to the maximum benefit that would not result in any such excise tax.

4.4Risk of Forfeiture. Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement if, after an Early Involuntary Termination, the Executive or the Executive’s successors, heirs, or assigns, commences legal action against the Company for reasons related to the Executive’s Early Involuntary Termination.

Article 5
Claims And Review Procedures

5.1Claims Procedure. An Executive or Beneficiary (“claimant”) who has not received benefits under the Agreement that he or she believes should be paid shall make a claim for such benefits as follows:

5.1.1Initiation – Written Claim. The claimant initiates a claim by submitting to the Plan Administrator awritten claim for the benefits.

5.1.2Timing of Plan Administrator Response. The Plan Administrator shall respond to such claimant within 90 days after receiving the claim. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision.

5.1.3Notice of Decision. If the Plan Administrator denies part or all of the claim, the Plan Administrator shall notify the claimant in writing of such denial. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a)The specific reasons for the denial;

(b)A reference to the specific provisions of the Agreement on which the denial is based;

(c)A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;

(d)An explanation of the Agreement’s review procedures and the time limits applicable to such procedures; and

(e)A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

5.2Review Procedure. If the Plan Administrator denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Plan Administrator of the denial, as follows:

5.2.1Initiation – Written Request. To initiate the review, the claimant, within 60 days

5

after receiving the Plan Administrator’s notice of denial, must file with the Plan Administrator a written request for review.

5.2.2Additional Submissions – Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Plan Administrator shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.

5.2.3Considerations on Review. In considering the review, the Plan Administrator shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

5.2.4Timing of Plan Administrator Response. The Plan Administrator shall respond in writing to such claimant within 60 days after receiving the request for review. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision.

5.2.5Notice of Decision. The Plan Administrator shall notify the claimant in writing of its decision on review. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a)The specific reasons for the denial;

(b)A reference to the specific provisions of the Agreement on which the denial is based;

(c)A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits; and

(d)A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

Article 6Amendments and Termination

This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive. Provided, however, if the Company’s Board of Directors determines that the Executive is no longer a member of a select group of management or highly compensated employees, as that phrase applies to ERISA, for reasons other than death, Disability or retirement, the Company may amend or terminate this Agreement. Upon such amendment or termination the Company shall pay benefits to the Executive as if Early Termination occurred on

6

the date of such amendment or termination, regardless of whether Early Termination actually occurs.

Notwithstanding the previous paragraph, the Company may amend or terminate the plan at any time if, pursuant to legislative, judicial or regulatory action, continuation of the Agreement would (i) cause benefits to be taxable to the Executive prior to actual receipt, or (ii) result in significant financial penalties or other significantly detrimental ramifications to the Company (other than the financial impact of paying the benefits).

Article 7
Administration of Agreement

7.1Plan Administrator Duties. This Agreement shall be administered by a Plan Administrator which shall consist of the Board, or such committee or person(s) as the Board shall appoint. The Executive may be a member of the Plan Administrator. The Plan Administrator shall also have the discretion and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement and (ii) decide or resolve any and all questions including interpretations of this Agreement, as may arise in connection with the Agreement.

7.2Agents. In the administration of this Agreement, the Plan Administrator may employ agents and delegate to them such administrative duties as it sees fit, (including acting through a duly appointed representative), and may from time to time consult with counsel who may be counsel to the Company.

7.3Binding Effect of Decisions. The decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration,  interpretation and application of the Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Agreement. No Executive or Beneficiary shall be deemed to have any right, vested or nonvested, regarding the continued use of any previously adopted assumptions, including but not limited to the Discount Rate.

7.4Indemnity of Plan Administrator. The Company shall indemnify and hold harmless the members of the Plan Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator or any of its members.

7.5Company Information. To enable the Plan Administrator to perform its functions, the Company shall supply full and timely information to the Plan Administrator on all matters relating to the date and circumstances of the retirement, Disability, death, or Termination of Employment of the Executive, and such other pertinent information as the Plan Administrator may reasonably require.

7.6Annual Statement. The Plan Administrator shall provide to the Executive, within 120 days after the end of each Plan Year, a statement setting forth the benefits payable under this Agreement.

7

Article 8
Miscellaneous

8.lBinding Effect. This Agreement shall bind the Executive and the Company, and their beneficiaries, survivors, executors, successors, administrators and transferees.

8.2No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Company, nor does it interfere with the Company’s right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive’s right to terminate employment at any time.

8.3Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

8.4Tax Withholding. The Company shall withhold any taxes that, in its reasonable judgment, are required to be withheld from the benefits provided under this Agreement. The Executive acknowledges that the Company’s sole liability regarding taxes is to forward any amounts withheld to the appropriate taxing authority(ies).

8.5Applicable Law. The Agreement and all rights hereunder shall be governed by the laws of the State of California, except to the extent preempted by the laws of the United States of America.

8.6Unfunded Arrangement. The Executive and Beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement. The benefits represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive’s life is a general asset of the Company to which the Executive and Beneficiary have no preferred or secured claim.

8.7Reorganization. The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm, or person unless such succeeding or continuing company, firm, or person agrees to assume and discharge the obligations of the Company under this Agreement. Upon the occurrence of such event, the term “Company” as used in this Agreement shall be deemed to refer to the successor or survivor company.

8.8Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

8.9Interpretation. Wherever the fulfillment of the intent and purpose of this Agreement requires, and the context will permit, the use of the masculine gender includes the feminine and use of the singular includes the plural.

8

8.10Alternative Action.  In the event it shall become impossible for the Company or the Plan Administrator to perform any act required by this Agreement, the Company or Plan Administrator may in its discretion perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Company.

8.11Headings.  Article and section headings are for convenient reference only and shall not control or affect the meaning or construction of any of its provisions.

8.12Validity.  In case any provision of this Agreement shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Agreement shall be construed and enforced as if such illegal and invalid provision has never been inserted herein.

8.13Notice.  Any notice or filing required or permitted to be given to the Company or Plan Administrator under this Agreement shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:

2400 East Katella Ave

Suite 125

Anaheim, CA 92806

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

Any notice or filing required or permitted to be given 1o the Executive under this Agreement shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Executive.

IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Company have signed this Agreement.

EXECUTIVE:	PREMIER COMMERCIAL BANK,
	NATIONAL ASSOCIATION
/s/ Ashok R. Patel	By	/s/ Ken J. Cosgrove
Ashok R. Patel		Ken J. Cosgrove
	Title		Chief Executive Officer/Chairman

9

BENEFICIARY DESIGNATION FORM

I, Ashok R. Patel, designate the following as beneficiary of benefits under the Agreement payable following my death:

Primary:
NITA A. PATEL	100	%
		%
Contingent:
NEAL A. PATEL	100	%
		%
		%

Notes:

•Please PRINT CLEARLY or TYPE the names of the beneficiaries.

•To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

•To name your estate its beneficiary, please write “Estate of [your name]”.

•Be aware that none of the contingent beneficiaries will receive anything unless ALL of the primary beneficiaries predecease you.

I understand that I may change these beneficiary designations by delivering a new written designation to the Plan Administrator, which shall be effective only upon receipt and acknowledgment by the Plan Administrator prior to my death. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.

Name:	ASHOK R. PATEL
		Date :	8/26/04
Signature:	/s/ ASHOK R. PATEL

SPOUSAL CONSENT (Required if Spouse not named beneficiary):

I consent to the beneficiary designation above, and acknowledge that if I am named beneficiary and our marriage is subsequently dissolved, the designation will be automatically revoked.

Spouse Name:
	Date:
Signature:

Received by the Plan Administrator this                          day of                            , 2    

By:

Title:

10

Plan Year Reporting

Schedule A

Ashok R Patel

DOB: 7/7/1961 Plan Anniv Date: 1/1/2005					Early Involuntary Termination			Disability			Change of Control
Normal Retirement: 7/7/2026, Age 65 Payment: Monthly Installments					Lump Sum Payable Immediately			Lump Sum Payable Immediately			Installment Payable at 65
Period	Discount		Benefit Level	Accrual Balance	Vesting		Based On Accrual	Vesting		Based On Accrual	Vesting		Based On Benefit
Ending	Rate		(1)	(2)	(3)		(4)	(5)		(6)	(7)		(8)
2004 (1)	6.5	%	75,000	10,986	10	%	1,099	100	%	10,986	100	%	75,000

(1)The first line reflects 9 months of data, April 2004 to December 2004.

•IF THERE IS A CONFLICT IN ANY TERMS OR PROVISIONS BETWEEN THIS SCHEDULE A AND THE AGREEMENT, THE TERMS AND PROVISIONS OF THE AGREEMENT SHALL PREVAIL. IF A TRIGGERING EVENT OCCURS, REFER TO THE AGREEMENT TO DETERMINE THE ACTUAL BENEFIT AMOUNT BASED ON THE DATE OF THE EVENT.

11

CLARK CONSULTING Plan Year Reporting

Hypothetical Termination Benefits Schedule

Ashok R Patel

DOB: 7/7/1961 Plan Anniv Date: 1/1/2005					Early Involuntary Termination			Disability			Change of Control
Normal Retirement: 7/7/2026, Age 65 Payment: Monthly Installments					Lump Sum Payable Immediately			Lump Sum Payable Immediately			Installment Payable at 65
Period	Discount		Benefit Level	Accrual Balance	Vesting		Based On Accrual	Vesting		Based On Accrual	Vesting		Based On Benefit
Ending	Rate		(1)	(2)	(3)		(4)	(5)		(6)	(7)		(8)
2004(1)	6.5	%	75,000	10,986	10	%	1,099	100	%	10,986	100	%	75,000
Dec 2005	6.5	%	75,000	26,491	20	%	5,298	100	%	26,491	100	%	75,000
Dec 2006	6.5	%	75,000	43,034	30	%	12,910	100	%	43,034	100	%	75,000
Dec 2007	6.5	%	75,000	60,685	40	%	24,274	100	%	60,685	100	%	75,000
Dec 2008	6.5	%	75,000	79,518	50	%	39,759	100	%	79,518	100	%	75,000
Dec 2009	6.5	%	75,000	99,612	60	%	59,767	100	%	99,612	100	%	75,000
Dec 2010	6.5	%	75,000	121,052	70	%	84,736	100	%	121,052	100	%	75,000
Dec 2011	6.5	%	75,000	143,928	80	%	115,142	100	%	143,928	100	%	75,000
Dec 2012	6.5	%	75,000	168,336	90	%	151,502	100	%	168,336	100	%	75,000
Dec 2013	6.5	%	75,000	194,379	100	%	194,379	100	%	194,379	100	%	75,000
Dec 2014	6.5	%	75,000	222,165	100	%	222,165	100	%	222,165	100	%	75,000
Dec 2015	6.5	%	75,000	251,813	100	%	251,813	100	%	251,813	100	%	75,000
Dec 2016	6.5	%	75,000	283,446	100	%	283,446	100	%	283,446	100	%	75,000
Dec 2017	6.5	%	75,000	317,198	100	%	317,198	100	%	317,198	100	%	75,000
Dec 2018	6.5	%	75,000	353,210	100	%	353,210	100	%	353,210	100	%	75,000
Dec 2019	6.5	%	75,000	391,634	100	%	391,634	100	%	391,634	100	%	75,000
Dec 2020	6.5	%	75,000	432,631	100	%	432,631	100	%	432,631	100	%	75,000
Dec 2021	6.5	%	75,000	476,374	100	%	476,374	100	%	476,374	100	%	75,000
Dec 2022	6.5	%	75,000	523,047	100	%	523,047	100	%	523,047	100	%	75,000
Dec 2023	6.5	%	75,000	572,845	100	%	572,845	100	%	572,845	100	%	75,000
Dec 2024	6.5	%	75,000	625,978	100	%	625,978	100	%	625,978	100	%	75,000
Dec 2025	6.5	%	75,000	682,670	100	%	682,670	100	%	682,670	100	%	75,000
Jul 2026	6.5	%	75,000	717,478	100	%	717,478	100	%	717,478	100	%	75,000

(1)The first line reflects 9 months of data, April 2004 to December 2004.

•The purpose of this hypothetical illustration is to show the participant’s annual benefit based on various termination assumptions. Actual benefits are based on the terms and provisions of the plan agreement executed between the company and participant and may differ from those shown.

July 7, 2026 Retirement; August 31, 2026 First Payment Date

Securities offered through Clark Securities, Inc.,
a wholly owned subsidiary of Clark, Inc., member NASD & SIPC.
Los Angeles, CA 90071.(213)486-0300

12

PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION
SPLIT DOLLAR AGREEMENT

(ADDENDUM A TO THE PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION
SALARY CONTINUATION AGREEMENT)

THIS AGREEMENT is adopted this 1^st day of April, 2004, by and between PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION, located in Anaheim, California (the “Company”), and ASHOK R. PATEL (the “Executive”). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties.

INTRODUCTION

To encourage the Executive to remain an employee of the Company, the Company is willing to divide the death proceeds of a life insurance policy on the Executive’s life. The Company will pay life insurance premiums from its general assets.

AGREEMENT

The Company and the Executive agree as follows:

Article 1
General Definitions

The following terms shall have the meanings specified:

1.1“Insured” means the Executive.

1.2“Insurer” means each life insurance carrier in which there is a Split Dollar Policy Endorsement attached to this Agreement.

1.3“Normal Retirement Age” means the Executive attaining sixty-five (65) years of age.

1.4 “Policy” means the specific life insurance policy or policies issued by the Insurer.

1.5“Salary Continuation Agreement” means that Salary Continuation Agreement between the Company and the Executive on even date herewith or as subsequently amended.

1.6“Termination for Cause” shall be defined as set forth in Article 7.

1.7“Termination of Employment” means that the Executive ceases to be employed by the Company for any reason, other than by reason of a leave of absence approved by the Company.

Article 2
Policy Ownership/Interests

2.1Company Ownership. The Company is the sole owner of the Policy and shall have the right to exercise all incidents of ownership. The Company shall be the beneficiary of the remaining

death proceeds of the Policy after the Interest of the Executive or the Executive’s transferee has been paid according to Section 2.2 below.

2.2Executive’s Interest. The Executive shall have the right to designate the beneficiary of the death proceeds. The Executive shall also have the right to elect and change settlement options that may be permitted. Upon the termination of this Agreement according to Article 7 herein, the Executive, the Executive’s transferee or the Executive’s beneficiary shall have no rights or interests in the Policy and no death benefit shall be paid under this Section 2.2.

2.2.1Death During Active Service. If the Executive dies while in the active service of the Company, the Company shall pay to the Executive’s beneficiary $717,478 (Seven Hundred Seventeen Thousand Four Hundred Seventy-Eight Dollars) upon the death of the Executive.

2.2.2Death During Payment of a Benefit under the Salary Continuation Agreement. If the Executive dies after any benefit payments have commenced under Article 2 of the Salary Continuation Agreement but before receiving all such payments, the Company shall cease paying the remaining benefit, if any, and shall then pay to the Executive’s beneficiary the split dollar death benefit described in Section 2.2.1 of this Agreement.

2.2.3Death After Termination of Employment But Before Commencement of Payment under the Salary Continuation Plan. If the Executive is entitled to a benefit under Article 2 of the Salary Continuation Agreement, but dies prior to the commencement of said benefit payments, the Company shall pay no benefit under the Salary Continuation Agreement but shall pay to the Executive’s beneficiary the split dollar death benefit described in Section 2.2.1 of this Agreement.

2.3Comparable Coverage. Upon execution of this Agreement, the Company shall maintain the Policy in full force and effect and in no event shall the Company amend, terminate or otherwise abrogate the Executive’s interest in the Policy, unless the Company replaces the Policy with a comparable insurance policy to cover the benefit provided under this Agreement and the Company and the Executive execute a new Split Dollar Policy Endorsement for said comparable insurance policy. The Policy or any comparable policy shall be subject to the claims of the Company’s creditors.

Article 3
Premiums

3.1Premium Payment. The Company shall pay any premiums due on the Policy.

3.2Economic Benefit. The Company shall determine the economic benefit attributable to the Executive based on the amount of the current term rate for the Executive’s age multiplied by the aggregate death benefit payable to the Executive’s beneficiary. The “current term rate” is the minimum amount required to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable authority.

3.3Imputed Income. The Company shall impute the economic benefit to the Executive on an annual basis.

2

Article 4
Assignment

The Executive may assign without consideration all of the Executive’s interests in the Policy and in this Agreement to any person, entity or trust. In the event the Executive transfers all of the Executive’s interest in the Policy, then all of the Executive’s interest in the Policy and in the Agreement shall be vested in the Executive’s transferee, who shall be substituted as a party hereunder and the Executive shall have no further interest in the Policy or in this Agreement.

Article 5
Insurer

The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement.

Article 6
Claims and Review Procedure

6.1 Claims Procedure. Any person or entity who has not received benefits under the Plan that he or she believes should be paid (the “claimant”) shall make a claim for such benefits as follows:

6.1.1Initiation – Written Claim. The claimant initiates a claim by submitting to the Company a written claim for the benefits.

6.1.2Timing of Company Response. The Company shall respond to such claimant within 90 days after receiving the claim. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.

6.1.3Notice of Decision. If the Company denies part or all of the claim, the Company shall notify the claimant in writing of such denial. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a)The specific reasons for the denial,

(b)A reference to the specific provisions of this Agreement on which the denial is based,

(c)A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed,

(d)An explanation of this Agreement’s review procedures and the time limits applicable to such procedures, and

(e)A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) (29 United States Code section 1132(a)) following an adverse benefit determination on review.

3

6.2Review Procedure. If the Company denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Company of the denial, as follows:

6.2.1Initiation – Written Request. To initiate the review, the claimant, within 60 days after receiving the Company’s notice of denial, must file with the Company a written request for review.

6.2.2Additional Submissions – Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Company shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.

6.2.3Considerations on Review. In considering the review, the Company shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

6.2.4Timing of Company Response. The Company shall respond In writing to such claimant within 60 days after receiving the request for review. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.

6.2.5Notice of Decision. The Company shall notify the claimant in writing of its decision on review. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a)      The specific reasons for the denial,

(b)      A reference to the specific provisions of this Agreement on which the denial is based,

(c)      A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits, and

(d)      A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

Article 7
Amendments and Termination

7.1This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive. Provided, however, if the Company’s Board of Directors determines that the Executive is no longer a member of a select group of management or highly compensated employees, as that phrase applies to ERISA, for reasons other than death, Disability, or retirement, the Company may amend or terminate this Agreement. Upon such amendment or

4

termination the Company shall pay benefits to the Executive as if Early Termination occurred on the date of such amendment or termination, regardless of whether Early Termination actually occurs.

7.2Notwithstanding the previous paragraph, the Company may amend or terminate the plan at any time if, pursuant to legislative, judicial or regulatory action, continuation of the Agreement would (i) cause benefits to be taxable to the Executive prior to actual receipt, or (ii) result in significant financial penalties or other significantly detrimental ramifications to the Company (other than the financial impact of paying the benefits).

7.3In the event this Agreement is terminated under this Article 7, the Company shall not sell, surrender or transfer ownership of the Policy without first giving the Executive or the Executive’s transferee the option to purchase the Policy for a period of sixty (60) days from written notice of such intention. The purchase price shall be an amount equal to the cash surrender value of the Policy.

7.4  Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement if the Company terminates the Executive’s employment for:

(a)      Willful breach of duty in the course of employment or habitual neglect of employment responsibilities and duties;

(b)      Conviction of any felony or crime involving moral turpitude, fraud or dishonesty;

(c)      Willful violation of any state or federal banking or securities law, the rules or regulations of any banking agency, or any material Company rule, policy or resolution resulting in an adverse effect on the Company; or

(d)      Disclosure to any third party by the Executive, without authority or permission, of any secret or confidential information of the Company.

7.5Suicide or Misstatement. The Company shall not pay any benefit under this Agreement if the Executive commits suicide within two years after the date of this Agreement. In addition, the Company shall not pay any benefit under this Agreement if the Executive has made any material misstatement of fact on an employment application or resume provided to the Company, or on any application for any benefits provided by the Company to the Executive.

Article 8

Miscellaneous

8.1Binding Effect. This Agreement shall bind the Executive and the Company and their beneficiaries, survivors, executors, administrators and transferees, and any Policy beneficiary.

8.2No Guarantee of Employment. This Agreement is not an employment policy or contract.  It does not give the Executive the right to remain an employee of the Company, nor does it interfere with the Company’s right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive’s right to terminate employment at any time.

8.3Applicable Law. The Agreement and all rights hereunder shall be governed by and construed according to the laws of the State of California, except to the extent preempted by the laws of the United States of America.

5

8.4Reorganization. The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm or person unless such succeeding or continuing company, firm or person agrees to assume and discharge the obligations of the Company.

8.5Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Split Dollar Agreement by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be given either by delivering the same to such other party personally, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his or her last known address as shown on the records of the Company. The date of such mailing shall be deemed the date of such mailed notice, consent or demand.

8.6Entire Agreement.  This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

8.7Administration.  The Company shall have powers which are necessary to administer this Agreement, including but not limited to:

(a)      Interpreting the provisions of this Agreement;

(b)      Establishing and revising the method of accounting for this Agreement;

(c)      Maintaining a record of benefit payments; and

(d)      Establishing rules and prescribing any forms necessary or desirable to administer this Agreement.

8.8Named Fiduciary.  The Company shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

IN WITNESS WHEREOF, the Executive and the Company consent to this Agreement on the date above written.

EXECUTIVE:	PREMIER COMMERCIAL BANK,
	NATIONAL ASSOCIATION
/s/ Ashok R. Patel	By	/s/ Ken J. Cosgrove
Ashok R. Patel		Ken J. Cosgrove
	Title		Chief Executive Officer/ Chairman

6

PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION

Split Dollar Agreement

BENEFICIARY DESIGNATION FORM

I, Ashok R. Patel, designate the following as beneficiary of benefits under the Agreement payable following my death:

Primary:
NITA A. PATEL	100	%
		%
Contingent:
NEAL A. PATEL	100	%
		%

Notes:

•Please PRINT CLEARLY or TYPE the names of the beneficiaries.

•     To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

•     To name your estate as beneficiary, please write “Estate of [your name]”.

•     Be aware that none of the contingent beneficiaries will receive anything unless ALL of the primary beneficiaries predecease you.

I understand that I may change these beneficiary designations by delivering a new written designation to the Company, which shall be effective only upon receipt and acknowledgment by the Company prior to my death. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.

Name :	ASHOK R. PATEL
Signature:	/s/ ASHOK R. PATEL	Date :	8/26/04

SPOUSAL CONSENT (Required if Spouse not named beneficiary):

I consent to the beneficiary designation above, and acknowledge that if I am named beneficiary and our marriage is subsequently dissolved, the designation will be automatically revoked.

Spouse Name:
Signature:	Date:

Received by the Company this                 day of                     , 2      

By:

Title:

7

POLICY ENDORSEMENT

Contract Owner:     PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION

The undersigned Owner requests that the policy(ies) shown in the attached Schedule Page issued by Midland National Life Insurance Company (the “Insurer”) provide for the following beneficiary designation:

1.Upon the death of the Insured, proceeds shall be paid in one sum to the Owner, its successors or assigns, as Beneficiary, to the extent claimed by said Owner.

2.Any proceeds at the death of the Insured in excess of the amount paid under the provisions of paragraph 1 of this Policy Endorsement shall be paid in one sum in accordance with the written direction of the Owner. Such direction will be provided to the Insurer at the time of claim. The Insurer will be protected in relying solely on the Owner to provide the name(s) of the party(ies) to pay any excess not paid under paragraph 1. If the Owner fails to provide the name(s) of the party(ies) at the time of claim, then any proceeds payable under this paragraph shall be paid in one sum to the Beneficiary.

3.It is hereby provided that (i) any payment made to the Beneficiary or other party under paragraph 2 of this Policy Endorsement shall be a full discharge of the Insurer to the extent thereof; (ii) such discharge shall be binding on all parties claiming any interest under the Policy; and (iii) the Insurer shall have no responsibility with respect to the amounts so claimed.

4.It is agreed by the undersigned that this designation shall be subject in all respects to the contractual terms of the Policy.

The undersigned is signing in a representative capacity for the Owner and warrants that he or she has the authority to bind the entity on whose behalf this document is being executed.

Signed at ANAHEIM, California, this 26^th day of AUGUST, 2004.

OWNER:

PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION

By:	/s/ Ken J. Cosgrove	By:	/s/ Ashok R. Patel
Title:	Chief Executive Officer	Title:	President

1

Schedule Page
Policy(ies) Subject to Policy Endorsement

Policy Number	Insured
	Ashok R. Patel

2

POLICY ENDORSEMENT

Contract Owner: PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION

The undersigned Owner requests that the policy(ies) shown in the attached Schedule Page issued by Jefferson-Pilot Life Insurance Company (the “Insurer”) provide for the following beneficiary designation:

1.Upon the death of the Insured, proceeds shall be paid in one sum to the Owner, its successors or assigns, as Beneficiary, to the extent claimed by said Owner.

2.Any proceeds at the death of the Insured in excess of the amount paid under the provisions of paragraph 1 of this Policy Endorsement shall be paid in one sum in accordance with the written direction of the Owner. Such direction will be provided to the Insurer at the time of claim. The Insurer will be protected in relying solely on the Owner to provide the name(s) of the party(ies) to pay any excess not paid under paragraph 1. If the Owner fails to provide the name(s) of the party(ies) at the time of claim, then any proceeds payable under this paragraph shall be paid in one sum to the Beneficiary.

3.It is hereby provided that (i) any payment made to the Beneficiary or other party under paragraph 2 of this Policy Endorsement shall be a full discharge of the Insurer to the extent thereof; (ii) such discharge shall be binding on all parties claiming any interest under the Policy; and (iii) the Insurer shall have no responsibility with respect to the amounts so claimed.

4.It is agreed by the undersigned that this designation shall be subject in all respects to the contractual terms of the Policy.

The undersigned is signing in a representative capacity for the Owner and warrants that he or she has the authority to bind the entity on whose behalf this document is being executed.

Signed at ANAHEIM, California, this 26^th day of August, 2004.

OWNER:

PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION

By:	/s/ Ken J. Cosgrove	By:	/s/ Ashok R. Patel
Title:	Chief Executive Officer	Title:	President

1

Schedule Page
Policy(ies) Subject to Policy Endorsement

Policy Number	Insured
	Ashok R. Patel

2

POLICY ENDORSEMENT

Contract Owner:     PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION

The undersigned Owner requests that the policy(ies) shown in the attached Schedule Page issued by New York Life Insurance & Annuity Company (the “Insurer”) provide for the following beneficiary designation:

1.Upon the death of the Insured, proceeds shall be paid in one sum to the Owner, its successors or assigns, as Beneficiary, to the extent claimed by said Owner.

2.Any proceeds at the death of the Insured in excess of the amount paid under the provisions of paragraph 1 of this Policy Endorsement shall be paid in one sum in accordance with the written direction of the Owner. Such direction will be provided to the Insurer at the time of claim. The Insurer will be protected in relying solely on the Owner to provide the name(s) of the party(ies) to pay any excess not paidunder paragraph 1. If the Owner fails to provide the name(s) of the party(ies) at the time of claim, then any proceeds payable under this paragraph shall be paid in one sum to the Beneficiary.

3.It is hereby provided that (i) any payment made to the Beneficiary or other party under paragraph 2 of this Policy Endorsement shall be a full discharge of the Insurer to the extent thereof; (ii) such discharge shall be binding on all parties claiming any interest under the Policy; and (iii) the Insurer shall have no responsibility with respect to the amounts so claimed.

4.It is agreed by the undersigned that this designation shall be subject in all respects to the contractual terms of the Policy.

The undersigned is signing in a representative capacity for the Owner and warrants that he or she has the authority to bind the entity on whose behalf this document is being executed.

Signed at ANAHEIM, California, this 26^th day of AUGUST, 2004.

OWNER:

PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION

By:	/s/ Ken J. Cosgrove	By:	/s/ Ashok R. Patel
Title:	Chief Executive Officer	Title:	President

1

Schedule Page
Policy(ies) Subject to Policy Endorsement

Policy Number	Insured
	Ashok R. Patel

2

EX-10.10

Exhibit 10.10

PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION

Salary Continuation Agreement

PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION
SALARY CONTINUATION AGREEMENT

THIS SALARY CONTINUATION AGREEMENT (the “Agreement”) is adopted this 1^st day of April, 2004, by and between PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION, a nationally-chartered commercial bank located in Anaheim, California (the “Company”), and VIKTOR R. UEHLINGER (the “Executive”).

The purpose of this Agreement is to provide specified benefits to the Executive, a member of a select group of management or highly compensated employees who contribute materially to the continued growth, development and future business success of the Company. This Agreement shall be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended from time to time. The Company will pay the benefits from its general assets.

The Company and the Executive agree as provided herein.

Article 1
Definitions

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

1.1“Accrual Balance” means the liability that should be accrued by the Company, under Generally Accepted Accounting Principles (“GAAP”), for the Company’s obligation to the Executive under this Agreement, by applying Accounting Principles Board Opinion Number 12 (“APB 12”) as amended by Statement of Financial Accounting Standards Number 106 (“FAS 106”) and the Discount Rate. Any one of a variety of amortization methods may be used to determine the Accrual Balance. However, once chosen, the method must be consistently applied. The Accrual Balance shall be reported by the Company to the Executive on Schedule A.

1.2“Change of Control” means the transfer of shares of the Company’s voting common stock such that one entity or one person acquires (or is deemed to acquire when applying Section 318 of the Code) more than fifty percent (50%) of the Company’s outstanding voting common stock, followed within twelve (12) months by the Executive’s Termination of Employment for reasons other than death, Disability or retirement.

Notwithstanding the above, certain transfers are permitted within Section 318 of the Code and such transfers shall not be deemed a Change of Control under this Section 1.2. Nor shall any transfers of the Company’s voting common stock to its holding company be deemed a Change of Control for purposes of this Agreement.

1.3“Disability” means the Executive’s suffering a sickness, accident or injury which has been determined by the insurance carrier of any individual or group disability insurance policy covering the Executive, or by the Social Security Administration, to be a disability rendering the Executive totally and permanently disabled. The Executive must submit

1

proof to the Plan Administrator of the insurance carrier’s or Social Security Administration’s determination upon the request of the Plan Administrator.

1.4“Discount Rate” means the rate used by the Plan Administrator for determining the Accrual Balance. The initial Discount Rate is six and one-half percent (6.5%). However, the Plan Administrator, in its sole discretion, may adjust the Discount Rate to maintain the rate within reasonable standards according to GAAP.

1.5“Early Involuntary Termination” means that the Executive, prior to Normal Retirement Age, has been notified in writing that employment with the Company is terminated for reasons other than an approved leave of absence, Termination for Cause, Disability, Death, Early Voluntary Termination, or within 12 months following a Change of Control.

1.6“Early Voluntary Termination” means that the Executive, prior to Normal Retirement Age, has terminated employment with the Company for reasons other than Termination for Cause, Disability, Early Involuntary Termination, or within 12 months following a Change of Control.

1.7“Effective Date” means April 1, 2004.

1.8“Normal Retirement Age” means the Executive’s sixty-fifth (65^th) birthday.

1.9“Normal Retirement Date” means the later of the Normal Retirement Age or Termination of Employment.

1.10“Plan Administrator” means the plan administrator described in Article 7.

1.11“Plan Year” means a twelve-month period commencing on January 1 and ending on December 31 of each year. The initial Plan Year shall commence on the Effective Date of this Agreement and shall be considered a full Plan Year.

1.12“Termination for Cause” has that meaning set forth in Article 4.

1.13“Termination of Employment” means that the Executive ceases to be employed by the Company for any reason, voluntary or involuntary, other than by reason of a leave of absence approved by the Company.

Article 2
Benefits During Lifetime

2.1Normal Retirement Benefit. Upon Termination of Employment on or after the Normal Retirement Age for reasons other than death, the Company shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Article.

2.1.1Amount of Benefit. The annual benefit under this Section 2.1 is $38,000 (Thirty-Eight Thousand Dollars).

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2.1.2Payment of Benefit. The Company shall pay the annual benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month following the Executive’s Normal Retirement Date. The annual benefit shall be paid to the Executive for fifteen (15) years.

2.7Early Involuntary Termination Benefit. Upon Early Involuntary Termination, the Company shall pay to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Article.

2.2.1Amount of Benefit. The annual benefit under this Section 2.2 is the Early Involuntary Termination Benefit set forth on Schedule A for the Plan Year during which Termination of Employment occurs. This benefit is determined by vesting the Executive in the Accrual Balance ten percent per year until the Executive becomes fully vested in the Accrual Balance after 9 Plan Years, according to the schedule set forth below.

Plan Year	Percent vested in the Accrual Balance
1	10
2	20
3	30
4	40
5	50
6	60
7	70
8	80
9	90
10	100

2.2.2Payment of Benefit. The Company shall pay the benefit to the Executive in a lump sum within ninety (90) days following the Termination of Employment.

2.3Early Voluntary Termination Benefit. There is no Early Voluntary Termination Benefit under this Agreement.

2.4Disability Benefit. Upon Termination of Employment due to Disability prior to Normal Retirement Age, the Company shall pay to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article.

2.4.1Amount of Benefit. The benefit under this Section 2.4 is the Disability Benefit set forth on Schedule A for the Plan Year during which the Termination of Employment occurs. This benefit is determined by vesting the Executive in one hundred percent (100%) of the Accrual Balance.

2.4.2Payment of Benefit. The Company shall pay the benefit to the Executive in a lump sum within ninety (90) days following Termination of Employment due to Disability.

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2.5Change of Control Benefit. Upon a Change of Control followed within twelve (12) months by the Executive’s Termination of Employment, the Company shall pay to the Executive the benefit described in this Section 2.5 in lieu of any other benefit under this Article.

2.5.1Amount of Benefit. The benefit under this Section 2.5 is the Change of Control Benefit set forth on Schedule A for the Plan Year during which Termination of Employment occurs. This benefit is determined by vesting the Executive in one hundred percent (100%) of the Normal Retirement Benefit amount described in Section 2.1.1.

2.5.2Payment of Benefit. The Company shall pay the annual benefit to the Executive in twelve (12) equal monthly installments commencing with the first of the month following Executive’s attainment of Normal Retirement Age.

Article 3
Death Benefits

The Company shall not pay a death benefit under this Agreement. A death benefit may be provided according to the terms of a separate Split Dollar Agreement entered into by the Company and the Executive.

Article 4
General Limitations

4.1Termination for Cause. Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement if the Company’s Board of Directors terminates the Executive’s employment for:

(a)Gross negligence or gross neglect of duties to the Company;

(b)Commission of a felony or of a gross misdemeanor involving moral turpitude;

(c)Fraud, disloyalty, dishonesty or willful violation of any law or significant Company policy committed in connection with the Executive’s employment and resulting in a material adverse effect on the Company; or

(d)Issuance of an order for removal of the Executive by the Company’s banking regulators.

4.2Suicide or Misstatement. The Company shall not pay any benefit under this Agreement if the Executive commits suicide within two years after the Effective Date. In addition, the Company shall not pay any benefit under this Agreement if the Executive has made any material misstatement of fact on any application for life insurance owned by the Company on the Executive’s life.

4-3Excess Parachute Payment. Notwithstanding any provision of this Agreement to the contrary, to the extent any benefit would create an excise tax under the excess parachute

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rules of Section 280G of the Code, the Company shall reduce the benefit paid under this Agreement to the maximum benefit that would not result in any such excise tax.

4.4Risk of Forfeiture. Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement if, after an Early Involuntary Termination, the Executive or the Executive’s successors, heirs, or assigns, commences legal action against the Company for reasons related to the Executive’s Early Involuntary Termination.

Article 5
Claims And Review Procedures

5.1Claims Procedure. An Executive or Beneficiary (“claimant”) who has not received benefits under the Agreement that he or she believes should be paid shall make a claim for such benefits as follows:

5.1.1Initiation – Written Claim. The claimant initiates a claim by submitting to the Plan Administrator a written claim for the benefits.

5.1.2Timing of Plan Administrator Response. The Plan Administrator shall respond to such claimant within 90 days after receiving the claim. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision.

5.1.3Notice of Decision. If the Plan Administrator denies part or all of the claim, the Plan Administrator shall notify the claimant in writing of such denial. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a)The specific reasons for the denial;

(b)A reference to the specific provisions of the Agreement on which the denial is based;

(c)A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;

(d)An explanation of the Agreement’s review procedures and the time limits applicable to such procedures; and

(e)A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

5.2Review Procedure. If the Plan Administrator denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Plan Administrator of the denial, as follows:

5.2.1Initiation – Written Request. To initiate the review, the claimant, within 60 days

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after receiving the Plan Administrator’s notice of denial, must file with the Plan Administrator a written request for review.

5.2.2Additional Submissions – Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Plan Administrator shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.

5.2.3Considerations on Review. In considering the review, the Plan Administrator shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

5.2.4        Timing of Plan Administrator Response. The Plan Administrator shall respond in writing to such claimant within 60 days after receiving the request for review. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision.

5.2.5Notice of Decision. The Plan Administrator shall notify the claimant in writing of its decision on review. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a)The specific reasons for the denial;

(b)A reference to the specific provisions of the Agreement on which the denial is based;

(c)A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits; and

(d)A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

Article 6
Amendments and Termination

This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive. Provided, however, if the Company’s Board of Directors determines that the Executive is no longer a member of a select group of management or highly compensated employees, as that phrase applies to ERISA, for reasons other than death, Disability or retirement, the Company may amend or terminate this Agreement. Upon such amendment or termination the Company shall pay benefits to the Executive as if Early Termination occurred on

6

the date of such amendment or termination, regardless of whether Early Termination actually occurs.

Notwithstanding the previous paragraph, the Company may amend or terminate the plan at any time if, pursuant to legislative, judicial or regulatory action, continuation of the Agreement would (i) cause benefits to be taxable to the Executive prior to actual receipt, or (ii) result in significant financial penalties or other significantly detrimental ramifications to the Company (other than the financial impact of paying the benefits).

Article 7
Administration of Agreement

7.1Plan Administrator Duties. This Agreement shall be administered by a Plan Administrator which shall consist of the Board, or such committee or person(s) as the Board shall appoint. The Executive may be a member of the Plan Administrator. The Plan Administrator shall also have the discretion and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement and (ii) decide or resolve any and all questions including interpretations of this Agreement, as may arise in connection with the Agreement.

7.2Agents. In the administration of this Agreement, the Plan Administrator may employ agents and delegate to them such administrative duties as it sees fit, (including acting through a duly appointed representative), and may from time to time consult with counsel who may be counsel to the Company.

7.3Binding Effect of Decisions. The decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation and application of the Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Agreement. No Executive or Beneficiary shall be deemed to have any right, vested or nonvested, regarding the continued use of any previously adopted assumptions, including but not limited to the Discount Rate.

7.4Indemnity of Plan Administrator. The Company shall indemnify and hold harmless the members of the Plan Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator or any of its members.

7.5Company Information. To enable the Plan Administrator to perform its functions, the Company shall supply full and timely information to the Plan Administrator on all matters relating to the date and circumstances of the retirement, Disability, death, or Termination of Employment of the Executive, and such other pertinent information as the Plan Administrator may reasonably require.

7.6Annual Statement. The Plan Administrator shall provide to the Executive, within 120 days after the end of each Plan Year, a statement setting forth the benefits payable under this Agreement.

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Article 8
Miscellaneous

8.1Binding Effect. This Agreement shall bind the Executive and the Company, and their beneficiaries, survivors, executors, successors, administrators and transferees.

8.2No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Company, nor does it interfere with the Company’s right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive’s right to terminate employment at any time.

8.3Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

8.4Tax Withholding. The Company shall withhold any taxes that, in its reasonable judgment, are required to be withheld from the benefits provided under this Agreement. The Executive acknowledges that the Company’s sole liability regarding taxes is to forward any amounts withheld to the appropriate taxing authority(ies).

8.5Applicable Law. The Agreement and all rights hereunder shall be governed by the laws of the State of California, except to the extent preempted by the laws of the United States of America.

8.6Unfunded Arrangement. The Executive and Beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement. The benefits represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive’s life is a general asset of the Company to which the Executive and Beneficiary have no preferred or secured claim.

8.7Reorganization. The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm, or person unless such succeeding or continuing company, firm, or person agrees to assume and discharge the obligations of the Company under this Agreement. Upon the occurrence of such event, the term “Company” as used in this Agreement shall be deemed to refer to the successor or survivor company.

8.8Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

8.9Interpretation. Wherever the fulfillment of the intent and purpose of this Agreement requires, and the context will permit, the use of the masculine gender includes the feminine and use of the singular includes the plural.

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8.10Alternative Action. In the event it shall become impossible for the Company or the Plan Administrator to perform any act required by this Agreement, the Company or Plan Administrator may in its discretion perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Company.

8.11Headings. Article and section headings are for convenient reference only and shall not control or affect the meaning or construction of any of its provisions.

8.12Validity. In case any provision of this Agreement shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Agreement shall be construed and enforced as if such illegal and invalid provision has never been inserted herein.

8.13Notice. Any notice or filing required or permitted to be given to the Company or Plan Administrator under this Agreement shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:

2400 East Katella Ave

Suite 125

Anaheim, CA 92806

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

Any notice or filing required or permitted to be given to the Executive under this Agreement shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Executive.

IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Company have signed this Agreement.

EXECUTIVE:	PREMIER COMMERCIAL BANK,
	NATIONAL ASSOCIATION
/s/ Viktor R. Uehlinger	By		/s/ Ken J. Cosgrove
Viktor R. Uehlinger		Ken J. Cosgrove
	Title			Chief Executive Officer/ Chairman

9

PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION
Salary Continuation Agreement
BENEFICIARY DESIGNATION FORM

I, Viktor R. Uehlinger, designate the following as beneficiary of benefits under the Agreement payable following my death:

Primary:
Marie Uehlinger	Wife	100	%
			%
Contingent:
Michelle M. Uehlinger	Daughter	34	%
Patrick V. Uehlinger	Son	33	%
Nicole M. Uehlinger	Daughter	33	%

Notes:

•Please PRINT CLEARLY or TYPE the names of the beneficiaries.

•To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

•To name your estate as beneficiary, please write “Estate of [your name] ”.

•Be aware that none of the contingent beneficiaries will receive anything unless ALL of the primary beneficiaries predecease you.

I understand that I may change these beneficiary designations by delivering a new written designation to the Plan Administrator, which shall be effective only upon receipt and acknowledgment by the Plan Administrator prior to my death, I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.

Name:	Viktor R. Uehlinger
Signature:	/s/ Viktor R. Uehlinger	Date:	11/9/04

SPOUSAL CONSENT (Required if Spouse not named beneficiary):

I consent to the beneficiary designation above, and acknowledge that if I am named beneficiary and our marriage is subsequently dissolved, the designation will be automatically revoked.

Spouse Name:
Signature:	Date:

Received by the Plan Administrator this                                  day of                                     , 20        

By:

Title:

Plan Year Reporting

Schedule A

Viktor R Uehlinger

DOB:  11/26/1953
Plan Anniv Date:  1/1/2005					Early Involuntary Termination			Disability			Change of Control
Normal Retirement:  11/26/2018 Age 65					Lump Sum			Lump Sum			Installment
Payment:  Monthly Installments					Payable Immediately			Payable Immediately			Payable at 65
			Benefit	Accrual			Based On			Based On			Based On
Period	Discount		Level	Balance	Vesting		Accrual	Vesting		Accrual	Vesting		Benefit
Ending	Rate		(1)	(2)	(3)		(4)	(5)		(6)	(7)		(8)
Dec 2004 (1)	6.5	%	38,000	11,407	10	%	1,141	100	%	11,407	100	%	38,000

(1)The first line reflects 9 months of data, April 2004 to December 2004.

*IF THERE IS A CONFLICT IN ANY TERMS OR PROVISIONS BETWEEN THIS SCHEDULE A AND THE AGREEMENT, THE TERMS AND PROVISIONS OF THE AGREEMENT SHALL PREVAIL. IF A TRIGGERING EVENT OCCURS, REFER TO THE AGREEMENT TO DETERMINE THE ACTUAL BENEFIT AMOUNT BASED ON THE DATE OF THE EVENT.

Salary Continuation Plan for Premier Commercial Bank, National Association - Anaheim, CA

CLARK CONSULTING Plan Year Reporting

Hypothetical Termination Benefits Schedule

Viktor R Uehlinger

DOB:  11/26/1953
Plan Anniv Date:  1/1/2005					Early Involuntary Termination			Disability			Change of Control
Normal Retirement:  11/26/2018 Age 65					Lump Sum			Lump Sum			Installment
Payment:  Monthly Installments					Payable Immediately			Payable Immediately			Payable at 65
			Benefit	Accrual			Based On			Based On			Based On
Period	Discount		Level	Balance	Vesting		Accrual	Vesting		Accrual	Vesting		Benefit
Ending	Rate		(1)	(2)	(3)		(4)	(5)		(6)	(7)		(8)
Dec 2004 (1)	6.5	%	38,000	11,407	10	%	1,141	100	%	11,407	100	%	38,000
Dec 2005	6.5	%	38,000	27,505	20	%	5,501	100	%	27,505	100	%	38,000
Dec 2006	6.5	%	38,000	44,681	30	%	13,404	100	%	44,681	100	%	38,000
Dec 2007	6.5	%	38,000	63,008	40	%	25,203	100	%	63,008	100	%	38,000
Dec 2008	6.5	%	38,000	82,562	50	%	41,281	100	%	82,562	100	%	38,000
Dec 2009	6.5	%	38,000	103,425	60	%	62,055	100	%	103,425	100	%	38,000
Dec 2010	6.5	%	38,000	125,686	70	%	87,980	100	%	125,686	100	%	38,000
Dec 2011	6.5	%	38,000	149,438	80	%	119,550	100	%	149,438	100	%	38,000
Dec 2012	6.5	%	38,000	174,780	90	%	157,302	100	%	174,780	100	%	38,000
Dec 2013	6.5	%	38,000	201,820	100	%	201,820	100	%	201,820	100	%	38,000
Dec 2014	6.5	%	38,000	230,670	100	%	230,670	100	%	230,670	100	%	38,000
Dec 2015	6.5	%	38,000	261,453	100	%	261,453	100	%	261,453	100	%	38,000
Dec 2016	6.5	%	38,000	294,297	100	%	294,297	100	%	294,297	100	%	38,000
Dec 2017	6.5	%	38,000	329,341	100	%	329,341	100	%	329,341	100	%	38,000
Nov 2018	6.5	%	38,000	363,522	100	%	363,522	100	%	363,522	100	%	38,000

November 26, 2018 Retirement; December 31, 2018 First Payment Date

(1)The first line reflects 9 months of data, April 2004 to December 2004.

*The purpose of this hypothetical illustration is to show the participant’s annual benefit based on various termination assumptions. Actual benefits are based on the terms and provisions of the plan agreement executed between the company and participant and may differ from those shown.

Securities offered through Clark Securities, Inc.

a wholly owned subsidiary of Clark, Inc., member NASD & SIPC,

Los Angeles, CA 90071. [ILLEGIBLE]

PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION
SPLIT DOLLAR AGREEMENT

(ADDENDUM A TO THE PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION
SALARY CONTINUATION AGREEMENT)

THIS AGREEMENT is adopted this 1^st day of April, 2004, by and between PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION, located in Anaheim, California (the “Company”), and VIKTOR R. UEHLINGER (the “Executive”). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties.

INTRODUCTION

To encourage the Executive to remain an employee of the Company, the Company is willing to divide the death proceeds of a life insurance policy on the Executive’s life. The Company will pay life insurance premiums from its general assets.

AGREEMENT

The Company and the Executive agree as follows:

Article 1
General Definitions

The following terms shall have the meanings specified:

1.1“Insured” means the Executive.

1.2“Insurer” means each life insurance carrier in which there is a Split Dollar Policy Endorsement attached to this Agreement.

1.3“Normal Retirement Age” means the Executive attaining sixty-five (65) years of age.

1.4“Policy” means the specific life insurance policy or policies issued by the Insurer.

1.5“Salary Continuation Agreement” means that Salary Continuation Agreement between the Company and the Executive on even date herewith or as subsequently amended.

1.6“Termination for Cause” shall be defined as set forth in Article 7.

1.7“Termination of Employment” means that the Executive ceases to be employed by the Company for any reason, other than by reason of a leave of absence approved by the Company.

Article 2
Policy Ownership/Interests

2.1Company Ownership. The Company is the sole owner of the Policy and shall have the right to exercise all incidents of ownership. The Company shall be the beneficiary of the remaining

death proceeds of the Policy after the Interest of the Executive or the Executive’s transferee has been paid according to Section 2.2 below.

2.2Executive’s Interest. The Executive shall have the right to designate the beneficiary of the death proceeds. The Executive shall also have the right to elect and change settlement options that may be permitted. Upon the termination of this Agreement according to Article 7 herein, the Executive, the Executive’s transferee or the Executive’s beneficiary shall have no rights or interests in the Policy and no death benefit shall be paid under this Section 2.2.

2.2.1Death During Active Service. If the Executive dies while in the active service of the Company, the Company shall pay to the Executive’s beneficiary $363,522 (Three Hundred Sixty-Three Thousand Five Hundred Twenty-Two Dollars) upon the death of the Executive.

2.2.2Death During Payment of a Benefit under the Salary Continuation Agreement. If the Executive dies after any benefit payments have commenced under Article 2 of the Salary Continuation Agreement but before receiving all such payments, the Company shall cease paying the remaining benefit, if any, and shall then pay to the Executive’s beneficiary the split dollar death benefit described in Section 2.2.1 of this Agreement.

2.2.3Death After Termination of Employment But Before Commencement of Payment under the Salary Continuation Plan. If the Executive is entitled to a benefit under Article 2 of the Salary Continuation Agreement, but dies prior to the commencement of said benefit payments, the Company shall pay no benefit under the Salary Continuation Agreement but shall pay to the Executive’s beneficiary the split dollar death benefit described in Section 2.2.1 of this Agreement.

2.3Comparable Coverage. Upon execution of this Agreement, the Company shall maintain the Policy in full force and effect and in no event shall the Company amend, terminate or otherwise abrogate the Executive’s interest in the Policy, unless the Company replaces the Policy with a comparable insurance policy to cover the benefit provided under this Agreement and the Company and the Executive execute a new Split Dollar Policy Endorsement for said comparable insurance policy. The Policy or any comparable policy shall be subject to the claims of the Company’s creditors.

Article 3
Premiums

3.1Premium Payment. The Company shall pay any premiums due on the Policy.

3.2Economic Benefit. The Company shall determine the economic benefit attributable to the Executive based on the amount of the current term rate for the Executive’s age multiplied by the aggregate death benefit payable to the Executive’s beneficiary. The “current term rate” is the minimum amount required to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable authority.

3.3Imputed Income. The Company shall impute the economic benefit to the Executive on an annual basis.

2

Article 4
Assignment

The Executive may assign without consideration all of the Executive’s interests in the Policy and in this Agreement to any person, entity or trust. In the event the Executive transfers all of the Executive’s interest in the Policy, then all of the Executive’s interest in the Policy and in the Agreement shall be vested in the Executive’s transferee, who shall be substituted as a party hereunder and the Executive shall have no further interest in the Policy or in this Agreement.

Article 5
Insurer

The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement.

Article 6
Claims and Review Procedure

6.1Claims Procedure. Any person or entity who has not received benefits under the Plan that he or she believes should be paid (the “claimant”) shall make a claim for such benefits as follows:

6.1.1Initiation – Written Claim. The claimant initiates a claim by submitting to the Company a written claim for the benefits.

6.1.2Timing of Company Response. The Company shall respond to such claimant within 90 days after receiving the claim. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.

6.1.3Notice of Decision. If the Company denies part or all of the claim, the Company shall notify the claimant in writing of such denial. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a)The specific reasons for the denial,

(b)A reference to the specific provisions of this Agreement on which the denial is based,

(c)A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed,

(d)An explanation of this Agreement’s review procedures and the time limits applicable to such procedures, and

(e)A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) (29 United States Code section 1132(a)) following an adverse benefit determination on review.

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6.2Review Procedure. If the Company denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Company of the denial, as follows:

6.2.1Initiation – Written Request. To initiate the review, the claimant, within 60 days after receiving the Company’s notice of denial, must file with the Company a written request for review.

6.2.2Additional Submissions – Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Company shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.

6.2.3Considerations on Review. In considering the review, the Company shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

6.2.4Timing of Company Response. The Company shall respond in writing to such claimant within 60 days after receiving the request for review. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.

6.2.5Notice of Decision. The Company shall notify the claimant in writing of its decision on review. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a)The specific reasons for the denial,

(b)A reference to the specific provisions of this Agreement on which the denial is based,

(c)A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits, and

(d)A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

Article 7
Amendments and Termination

7.1This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive. Provided, however, if the Company’s Board of Directors determines that the Executive is no longer a member of a select group of management or highly compensated employees, as that phrase applies to ERISA, for reasons other than death, Disability, or retirement, the Company may amend or terminate this Agreement. Upon such amendment or

4

termination the Company shall pay benefits to the Executive as if Early Termination occurred on the date of such amendment or termination, regardless of whether Early Termination actually occurs.

7.2Notwithstanding the previous paragraph, the Company may amend or terminate the plan at any time if, pursuant to legislative, judicial or regulatory action, continuation of the Agreement would (i) cause benefits to be taxable to the Executive prior to actual receipt, or (ii) result in significant financial penalties or other significantly detrimental ramifications to the Company (other than the financial impact of paying the benefits).

7.3In the event this Agreement is terminated under this Article 7, the Company shall not sell, surrender or transfer ownership of the Policy without first giving the Executive or the Executive’s transferee the option to purchase the Policy for a period of sixty (60) days from written notice of such intention. The purchase price shall be an amount equal to the cash surrender value of the Policy.

7.4Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement if the Company terminates the Executive’s employment for:

(a)Willful breach of duty in the course of employment or habitual neglect of employment responsibilities and duties;

(b)Conviction of any felony or crime involving moral turpitude, fraud or dishonesty;

(c)Willful violation of any state or federal banking or securities law, the rules or regulations of any banking agency, or any material Company rule, policy or resolution resulting in an adverse effect on the Company; or

(d)Disclosure to any third party by the Executive, without authority or permission, of any secret or confidential information of the Company.

7.5Suicide or Misstatement. The Company shall not pay any benefit under this Agreement if the Executive commits suicide within two years after the date of this Agreement. In addition, the Company shall not pay any benefit under this Agreement if the Executive has made any material misstatement of fact on an employment application or resume provided to the Company, or on any application for any benefits provided by the Company to the Executive.

Article 8
Miscellaneous

8.1Binding Effect. This Agreement shall bind the Executive and the Company and their beneficiaries, survivors, executors, administrators and transferees, and any Policy beneficiary.

8.2No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Company, nor does it interfere with the Company’s right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive’s right to terminate employment at any time.

8.3Applicable Law. The Agreement and all rights hereunder shall be governed by and construed according to the laws of the State of California, except to the extent preempted by the laws of the United States of America.

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PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION
Split Dollar Agreement
BENEFICIARY DESIGNATION FORM

I, Viktor R. Uehlinger, designate the following as beneficiary of benefits under the Agreement payable following my death:

Primary:
Marie Uehlinger	Wife	100	%
			%
Contingent:
Michelle M. Uehlinger	Daughter	34	%
Patrick Uehlinger	Son	33	%
Nicole M. Uehlinger	Daughter	33	%

Notes:

•Please PRINT CLEARLY or TYPE the names of the beneficiaries.

•To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

•To name your estate as beneficiary, please write “Estate of [your name] ”.

•Be aware that none of the contingent beneficiaries will receive anything unless ALL of the primary beneficiaries predecease you.

I understand that I may change these beneficiary designations by delivering a new written designation to the Company, which shall be effective only upon receipt and acknowledgment by the Company prior to my death. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.

Name:	Viktor R. Uehlinger
Signature:	/s/ Viktor R. Uehlinger	Date:	11/9/04

SPOUSAL CONSENT (Required if Spouse not named beneficiary):

I consent to the beneficiary designation above, and acknowledge that if I am named beneficiary and our marriage is subsequently dissolved, the designation will be automatically revoked.

Spouse Name:
Signature:	Date:

Received by the Company this                                  day of                                     , 2        

By:

Title:

8.4Reorganization. The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm or person unless such succeeding or continuing company, firm or person agrees to assume and discharge the obligations of the Company.

8.5Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Split Dollar Agreement by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be given either by delivering the same to such other party personally, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his or her last known address as shown on the records of the Company. The date of such mailing shall be deemed the date of such mailed notice, consent or demand.

8.6Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

8.7Administration. The Company shall have powers which are necessary to administer this Agreement, including but not limited to:

(a)Interpreting the provisions of this Agreement;

(b)Establishing and revising the method of accounting for this Agreement;

(c)Maintaining a record of benefit payments; and

(d)Establishing rules and prescribing any forms necessary or desirable to administer this Agreement.

8.8Named Fiduciary. The Company shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

IN WITNESS WHEREOF, the Executive and the Company consent to this Agreement on the date above written.

EXECUTIVE:	PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION
/s/ Viktor R. Uehlinger	By	/s/ Ken J. Cosgrove
Viktor R. Uehlinger		Ken J. Cosgrove
	Title		Chief Executive Officer/ Chairman

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POLICY ENDORSEMENT

Contract Owner: PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION

The undersigned Owner requests that the policy(ies) shown in the attached Schedule Page issued by Midland National Life Insurance Company (the “Insurer”) provide for the following beneficiary designation:

1.Upon the death of the Insured, proceeds shall be paid in one sum to the Owner, its successors or assigns, as Beneficiary, to the extent claimed by said Owner.

2.Any proceeds at the death of the Insured in excess of the amount paid under the provisions of paragraph 1 of this Policy Endorsement shall be paid in one sum in accordance with the written direction of the Owner. Such direction will be provided to the Insurer at the time of claim. The Insurer will be protected in relying solely on the Owner to provide the name(s) of the party(ies) to pay any excess not paid under paragraph 1. If the Owner fails to provide the name(s) of the party(ies) at the time of claim, then any proceeds payable under this paragraph shall be paid in one sum to the Beneficiary.

3.It is hereby provided that (i) any payment made to the Beneficiary or other party under paragraph 2 of this Policy Endorsement shall be a full discharge of the Insurer to the extent thereof; (ii) such discharge shall be binding on all parties claiming any interest under the Policy; and (iii) the Insurer shall have no responsibility with respect to the amounts so claimed.

4.It is agreed by the undersigned that this designation shall be subject in all respects to the contractual terms of the Policy.

The undersigned is signing in a representative capacity for the Owner and warrants that he or she has the authority to bind the entity on whose behalf this document is being executed.

Signed at Anaheim, California, this 24 day of August, 2004.

OWNER:

PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION

By:	/s/ Ken J. Cosgrove	By:
Title:	Chief Executive Officer	Title:	President

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Schedule Page
Policy(ies) Subject to Policy Endorsement

Policy Number	Insured
	Viktor R. Uehlinger

2

POLICY ENDORSEMENT

Contract Owner: PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION

The undersigned Owner requests that the policy(ies) shown in the attached Schedule Page issued by Jefferson-Pilot Life Insurance Company (the “Insurer”) provide for the following beneficiary designation:

1.Upon the death of the Insured, proceeds shall be paid in one sum to the Owner, its successors or assigns, as Beneficiary, to the extent claimed by said Owner.

2.Any proceeds at the death of the Insured in excess of the amount paid under the provisions of paragraph 1 of this Policy Endorsement shall be paid in one sum in accordance with the written direction of the Owner. Such direction will be provided to the Insurer at the time of claim. The Insurer will be protected in relying solely on the Owner to provide the name(s) of the party(ies) to pay any excess not paid under paragraph 1. If the Owner fails to provide the name(s) of the party(ies) at the time of claim, then any proceeds payable under this paragraph shall be paid in one sum to the Beneficiary.

3.It is hereby provided that (i) any payment made to the Beneficiary or other party under paragraph 2 of this Policy Endorsement shall be a full discharge of the Insurer to the extent thereof; (ii) such discharge shall be binding on all parties claiming any interest under the Policy; and (iii) the Insurer shall have no responsibility with respect to the amounts so claimed.

4.It is agreed by the undersigned that this designation shall be subject in all respects to the contractual terms of the Policy.

The undersigned is signing in a representative capacity for the Owner and warrants that he or she has the authority to bind the entity on whose behalf this document is being executed.

Signed at Anaheim, California, this 24 day of August, 2004.

OWNER:

PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION

By:	/s/ Ken J. Cosgrove	By:
Title:	Chief Executive Officer	Title:	President

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Schedule Page
Policy(ies) Subject to Policy Endorsement

Policy Number	Insured
	Viktor R. Uehlinger

2

POLICY ENDORSEMENT

Contract Owner: PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION

The undersigned Owner requests that the policy(ies) shown in the attached Schedule Page issued by New York Life Insurance & Annuity Company (the “Insurer”) provide for the following beneficiary designation:

1.Upon the death of the Insured, proceeds shall be paid in one sum to the Owner, its successors or assigns, as Beneficiary, to the extent claimed by said Owner.

2.Any proceeds at the death of the Insured in excess of the amount paid under the provisions of paragraph 1 of this Policy Endorsement shall be paid in one sum in accordance with the written direction of the Owner. Such direction will be provided to the Insurer at the time of claim. The Insurer will be protected in relying solely on the Owner to provide the name(s) of the party(ies) to pay any excess not paid under paragraph 1. If the Owner fails to provide the name(s) of the party(ies) at the time of claim, then any proceeds payable under this paragraph shall be paid in one sum to the Beneficiary.

3.It is hereby provided that (i) any payment made to the Beneficiary or other party under paragraph 2 of this Policy Endorsement shall be a full discharge of the Insurer to the extent thereof; (ii) such discharge shall be binding on all parties claiming any interest under the Policy; and (iii) the Insurer shall have no responsibility with respect to the amounts so claimed.

4.It is agreed by the undersigned that this designation shall be subject in all respects to the contractual terms of the Policy.

The undersigned is signing in a representative capacity for the Owner and warrants that he or she has the authority to bind the entity on whose behalf this document is being executed.

Signed at Anaheim, California, this 24 day of August, 2004.

OWNER:

PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION

By:	/s/ Ken J. Cosgrove	By:
Title:	Chief Executive Officer	Title:	President

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Schedule Page
Policy(ies) Subject to Policy Endorsement

Policy Number	Insured
	Viktor R. Uehlinger

2

EX-10.11

Exhibit 10.11

PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION
Salary Continuation Agreement

PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION
SALARY CONTINUATION AGREEMENT

THIS SALARY CONTINUATION AGREEMENT (the “Agreement”) is adopted this 1st day of April, 2004, by and between PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION, a nationally-chartered commercial bank located in Anaheim, California (the “Company”), and STEPHEN W. PIHL (the “Executive”).

The purpose of this Agreement is to provide specified benefits to the Executive, a member of a select group of management or highly compensated employees who contribute materially to the continued growth, development and future business success of the Company. This Agreement shall be unfunded for tax purposes and for purposes of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended from time to time. The Company will pay the benefits from its general assets.

The Company and the Executive agree as provided herein.

Article 1

Definitions

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

1.1“Accrual Balance” means the liability that should be accrued by the Company, under Generally Accepted Accounting Principles (“GAAP”), for the Company’s obligation to the Executive under this Agreement, by applying Accounting Principles Board Opinion Number 12 (“APB 12”) as amended by Statement of Financial Accounting Standards Number 106 (“FAS 106”) and the Discount Rate. Any one of a variety of amortization methods may be used to determine the Accrual Balance. However, once chosen, the method must be consistently applied. The Accrual Balance shall be reported by the Company to the Executive on Schedule A.

1.2“Chance of Control” means the transfer of shares of the Company’s voting common stock such that one entity or one person acquires (or is deemed to acquire when applying Section 318 of the Code) more than fifty percent (50%) of the Company’s outstanding voting common stock, followed within twelve (12) months by the Executive’s Termination of Employment for reasons other than death, Disability or retirement.

Notwithstanding the above, certain transfers are permitted within Section 318 of the Code and such transfers shall not be deemed a Change of Control under this Section 1.2. Nor shall any transfers of the Company’s voting common stock to its holding company be deemed a Change of Control for purposes of this Agreement.

1.3“Disability” means the Executive’s suffering a sickness, accident or injury which has been determined by the insurance carrier of any individual or group disability insurance policy covering the Executive, or by the Social Security Administration, to be a disability rendering the Executive totally and permanently disabled. The Executive must submit

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proof to the Plan Administrator of the insurance carrier’s or Social Security Administration’s determination upon the request of the Plan Administrator.

1.4“Discount Rate” means the rate used by the Plan Administrator for determining the Accrual Balance. The initial Discount Rate is six and one-half percent (6.5%). However, the Plan Administrator, in its sole discretion, may adjust the Discount Rate to maintain the rate within reasonable standards according to GAAP.

1.5“Early Involuntary Termination” means that the Executive, prior to Normal Retirement Age, has been notified in writing that employment with the Company is terminated for reasons other than an approved leave of absence, Termination for Cause, Disability, Death, Early Voluntary Termination, or within 12 months following a Change of Control.

1.6“Early Voluntary Termination” means that the Executive, prior to Normal Retirement Age, has terminated employment with the Company for reasons other than Termination for Cause, Disability, Early Involuntary Termination, or within 12 months following a Change of Control.

1.7“Effective Date” means April 1, 2004.

1.8“Normal Retirement Age” means the Executive’s sixty-fifth (65^th) birthday.

1.9“Normal Retirement Date” means the later of the Normal Retirement Age or Termination of Employment.

1.10“Plan Administrator” means the plan administrator described in Article 7.

1.11“Plan Year” means a twelve-month period commencing on January 1 and ending on December 31 of each year. The initial Plan Year shall commence on the Effective Date of this Agreement and shall be considered a full Plan Year.

1.12“Termination for Cause” has that meaning set forth in Article 4.

1.13“Termination of Employment” means that the Executive ceases to be employed by the Company for any reason, voluntary or involuntary, other than by reason of a leave of absence approved by the Company.

Article 2
Benefits During Lifetime

2.1Normal Retirement Benefit. Upon Termination of Employment on or after the Normal Retirement Age for reasons other than death, the Company shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Article.

2.1.1.Amount of Benefit. The annual benefit under this Section 2.1 is $38,000 (Thirty-Eight Thousand).

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2.1.2Payment of Benefit. The Company shall pay the annual benefit to the Executive in twelve (12) equal monthly installments commencing on the first day of the month following the Executive’s Normal Retirement Date. The annual benefit shall be paid to the Executive for fifteen (15) years.

2.2Early Involuntary Termination Benefit. Upon Early Involuntary Termination, the Company shall pay to the Executive the benefit described in this Section 2.2 in lieu of any other benefit under this Article.

2.2.1Amount of Benefit. The annual benefit under this Section 2.2 is the Early Involuntary Termination Benefit set forth on Schedule A for the Plan Year during which Termination of Employment occurs. This benefit is determined by vesting the Executive in the Accrual Balance ten percent per year until the Executive becomes fully vested in the Accrual Balance after 9 Plan Years, according to the schedule set forth below.

Plan Year	Percent vested in the Accrual Balance
1	10
2	20
3	30
4	40
5	50
6	60
7	70
8	80
9	90
10	100

2.2.2Payment of Benefit. The Company shall pay the benefit to the Executive in a lump sum within ninety (90) days following the Termination of Employment.

2.3Early Voluntary Termination Benefit. There is no Early Voluntary Termination Benefit under this Agreement.

2.4Disability Benefit. Upon Termination of Employment due to Disability prior to Normal Retirement Age, the Company shall pay to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article.

2.4.1Amount of Benefit. The benefit tinder this Section 2.4 is the Disability Benefit set forth on Schedule A for the Plan Year during which the Termination of Employment occurs. This benefit is determined by vesting the Executive in one hundred percent (100%) of the Accrual Balance.

2.4.2Payment of Benefit. The Company shall pay the benefit to the Executive in a lump sum within ninety (90) days following Termination of Employment due to Disability.

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2.5Change of Control Benefit. Upon a Change of Control followed within twelve (12) months by the Executive’s Termination of Employment, the Company shall pay to the Executive the benefit described in this Section 2.5 in lieu of any other benefit under this Article.

2.5.1Amount of Benefit. The benefit under this Section 2.5 is the Change of Control Benefit set forth on Schedule A for the Plan Year during which Termination of Employment occurs. This benefit is determined by vesting the Executive in one hundred percent (100%) of the Normal Retirement Benefit amount described in Section 2.1.1.

2.5.2Payment of Benefit. The Company shall pay the annual benefit to the Executive in twelve (12) equal monthly installments commencing with the first of the month following Executive’s attainment of Normal Retirement Age.

Article 3
Death Benefits

The Company shall not pay a death benefit under this Agreement. A death benefit may be provided according to the terms of a separate Split Dollar Agreement entered into by the Company and the Executive.

Article 4
General Limitations

4.1Termination for Cause. Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement if the Company’s Board of Directors terminates the Executive’s employment for:

(a)Gross negligence or gross neglect of duties to the Company;

(b)Commission of a felony or of a gross misdemeanor involving moral turpitude;

(c)Fraud, disloyalty, dishonesty or willful violation of any law or significant Company policy committed in connection with the Executive’s employment and resulting in a material adverse effect on the Company; or

(d)Issuance of an order for removal of the Executive by the Company’s banking regulators.

4.2Suicide or Misstatement. The Company shall not pay any benefit under this Agreement if the Executive commits suicide within two years after the Effective Date. In addition, the Company shall not pay any benefit under this Agreement if the Executive has made any material misstatement of fact on any application for life insurance owned by the Company on the Executive’s life.

4.3Excess Parachute Payment. Notwithstanding any provision of this Agreement to the contrary, to the extent any benefit would create an excise tax under the excess parachute

4

rules of Section 280G of the Code, the Company shall reduce the benefit paid under this Agreement to the maximum benefit that would not result in any such excise tax.

4.4Risk of Forfeiture. Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement if, after an Early Involuntary Termination, the Executive or the Executive’s successors, heirs, or assigns, commences legal action against the Company for reasons related to the Executive’s Early Involuntary Termination.

Article 5

Claims and Review Procedures

5.1Claims Procedure. An Executive or Beneficiary (“claimant”) who has not received benefits under the Agreement that he or she believes should be paid shall make a claim for such benefits as follows:

5.1.1Initiation – Written Claim. The claimant initiates a claim by submitting to the Plan Administrator a written claim for the benefits.

5.1.2Timing of Plan Administrator Response. The Plan Administrator shall respond to such claimant within 90 days after receiving the claim. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision.

5.1.3Notice of Decision. If the Plan Administrator denies part or all of the claim, the Plan Administrator shall notify the claimant in writing of such denial. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a)The specific reasons for the denial;

(b)A reference to the specific provisions of the Agreement on which the denial is based;

(c)A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;

(d)An explanation of the Agreement’s review procedures and the time limits applicable to such procedures; and

(e)A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.

5.2Review Procedure. If the Plan Administrator denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Plan Administrator of the denial, as follows:

5.2.1Initiation – Written Request. To initiate the review, the claimant, within 60 days

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after receiving the Plan Administrator’s notice of denial, must file with the Plan Administrator a written request for review.

5.2.2Additional Submissions – Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Plan Administrator shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.

5.2.3Considerations on Review. In considering the review, the Plan Administrator shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

5.2.4Timing of Plan Administrator Response. The Plan Administrator shall respond in writing to such claimant within 60 days after receiving the request for review. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period, that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision.

5.2.5Notice of Decision. The Plan Administrator shall notify the claimant in writing of its decision on review. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a)The specific reasons for the denial;

(b)A reference to the specific provisions of the Agreement on which the denial is based;

(c)A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits; and

(d)A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

Article 6

Amendments and Termination

This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive. Provided, however, if the Company’s Board of Directors determines that the Executive is no longer a member of a select group of management or highly compensated employees, as that phrase applies to ERISA, for reasons other than death, Disability or retirement, the Company may amend or terminate this Agreement. Upon such amendment or termination the Company shall pay benefits to the Executive as if Early Termination occurred on

6

the date of such amendment or termination, regardless of whether Early Termination actually occurs.

Notwithstanding the previous paragraph, the Company may amend or terminate the plan at any time if, pursuant to legislative, judicial or regulatory action, continuation of the Agreement would (i) cause benefits to be taxable to the Executive prior to actual receipt, or (ii) result in significant financial penalties or other significantly detrimental ramifications to the Company (other than the financial impact of paying the benefits).

Article 7

Administration of Agreement

7.1Plan Administrator Duties. This Agreement shall be administered by a Plan Administrator which shall consist of the Board, or such committee or person(s) as the Board shall appoint. The Executive may be a member of the Plan Administrator. The Plan Administrator shall also have the discretion and authority to (i) make, amend, interpret and enforce all appropriate rules and regulations for the administration of this Agreement and (ii) decide or resolve any and all questions including interpretations of this Agreement, as may arise in connection with the Agreement.

7.2Agents. In the administration of this Agreement, the Plan Administrator may employ agents and delegate to them such administrative duties as it sees fit, (including acting through a duly appointed representative), and may from time to time consult with counsel who may be counsel to the Company.

7.3Binding Effect of Decisions. The decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation and application of the Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Agreement. No Executive or Beneficiary shall be deemed to have any right, vested or nonvested, regarding the continued use of any previously adopted assumptions, including but not limited to the Discount Rate.

7.4Indemnity of Plan Administrator. The Company shall indemnify and hold harmless the members of the Plan Administrator against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by the Plan Administrator or any of its members.

7.5Company Information. To enable the Plan Administrator to perform its functions, the Company shall supply full and timely information to the Plan Administrator on all matters relating to the date and circumstances of the retirement, Disability, death, or Termination of Employment of the Executive, and such other pertinent information as the Plan Administrator may reasonably require.

7.6Annual Statement. The Plan Administrator shall provide to the Executive, within 120 days after the end of each Plan Year, a statement setting forth the benefits payable under this Agreement.

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Article 8

Miscellaneous

8.1Binding Effect. This Agreement shall bind the Executive and the Company, and their beneficiaries, survivors, executors, successors, administrators and transferees.

8.2No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Company, nor does it interfere with the Company’s right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive’s right to terminate employment at any time.

8.3Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.

8.4Tax Withholding. The Company shall withhold any taxes that, in its reasonable judgment, are required to be withheld from the benefits provided under this Agreement. The Executive acknowledges that the Company’s sole liability regarding taxes is to forward any amounts withheld to the appropriate taxing authority(ies).

8.5Applicable Law. The Agreement and all rights hereunder shall be governed by the laws of the State of California, except to the extent preempted by the laws of the United States of America.

8.6Unfunded Arrangement. The Executive and Beneficiary are general unsecured creditors of the Company for the payment of benefits under this Agreement. The benefits represent the mere promise by the Company to pay such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive’s life is a general asset of the Company to which the Executive and Beneficiary have no preferred or secured claim.

8.7Reorganization. The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm, or person unless such succeeding or continuing company, firm, or person agrees to assume and discharge the obligations of the Company under this Agreement. Upon the occurrence of such event, the term “Company” as used in this Agreement shall be deemed to refer to the successor or survivor company.

8.8Entire Agreement. This Agreement constitutes the entire agreement between the Company and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.

8.9Interpretation. Wherever the fulfillment of the intent and purpose of this Agreement requires, and the context will permit, the use of the masculine gender includes the feminine and use of the singular includes the plural.

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8.10Alternative Action. In the event it shall become impossible for the Company or the Plan Administrator to perform any act required by this Agreement, the Company or Plan Administrator may in its discretion perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Company.

8.11Headings. Article and section headings are for convenient reference only and shall not control or affect the meaning or construction of any of its provisions.

8.12Validity. In case any provision of this Agreement shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Agreement shall be construed and enforced as if such illegal and invalid provision has never been inserted herein.

8.13Notice. Any notice or filing required or permitted to be given to the Company or Plan Administrator under this Agreement shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:

2400 East Katelia Ave

Suite 125

Anaheim, CA 92806

Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

Any notice or filing required or permitted to be given to the Executive under this Agreement shall be sufficient if in writing and hand-delivered, or sent by mail, to the last known address of the Executive.

IN WITNESS WHEREOF, the Executive and a duly authorized representative of the Company have signed this Agreement.

EXECUTIVE:	PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION
/s/ Stephen W. Pihl	By	/s/ Ken J. Cosgrove
Stephen W. Pihl		Ken J. Cosgrove
	Title		Chief Executive Officer/ Chairman

9

BENEFICIARY DESIGNATION FORM

I, Stephen W. Pihl, designate the following as beneficiary of benefits under the Agreement payable following my death:

Primary:
	Kristin Layton Pihl (spouse)	100	%
			%
Contingent:
			%
			%

Notes:

•Please PRINT CLEARLY or TYPE the names of the beneficiaries.

•To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

•To name your estate as beneficiary, please write “Estate of [your name]”.

•Be aware that none of the contingent beneficiaries will receive anything unless ALL of the primary beneficiaries predecease you.

I understand that I may change these beneficiary designations by delivering a new written designation to the Plan Administrator, which shall be effective only upon receipt and acknowledgment by the Plan Administrator prior to my death. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.

Name:	Stephen Pihl
Signature:	/s/ Stephen Pihl	Date:	8.26.04

SPOUSAL CONSENT (Required if Spouse not named beneficiary):

I consent to the beneficiary designation above, and acknowledge that if I am named beneficiary and our marriage is subsequently dissolved, the designation will be automatically revoked.

Spouse Name:
Signature:	Date:

Received by the Plan Administrator this day of , 2

By:

Title:

Plan Year Reporting

Schedule A

Stephen W Pihl

DOB: 10/21/1961 Plan Anniv Date: 1/1/2005					Early Involuntary Termination			Disability			Change of Control
Normal Retirement: 10/21/2026, Age 65 Payment: Monthly Installments					Lump Sum Payable Immediately			Lump Sum Payable Immediately			Installment Payable at 65
Period Ending	Discount Rate		Benefit Level	Accrual Balance	Vesting		Based On Accrual	Vesting		Based On Accrual	Vesting		Based On Benefit
			(1)	(2)	(3)		(4)	(5)		(6)	(7)		(8)
Dec 2004 (1)	6.5	%	38,000	5,450	10	%	545	100	%	5,450	100	%	38,000

(1) The first line reflects 9 months of data, April 2004 to December 2004.

IF THERE IS A CONFLICT IN ANY TERMS OR PROVISIONS BETWEEN THIS SCHEDULE A AND THE AGREEMENT, THE TERMS AND PROVISIONS OF THE AGREEMENT SHALL PREVAIL. IF A TRIGGERING EVENT OCCURS, REFER TO THE AGREEMENT TO DETERMINE THE ACTUAL BENEFIT AMOUNT BASED ON THE DATE OF THE EVENT.

CLARK CONSULTING Plan Year Reporting

Hypothetical Termination Benefits Schedule

Stephen W Pihl

DOB: 10/21/1961 Plan Anniv Date: 1/1/2005					Early Involuntary Termination			Disability			Change of Control
Normal Retirement: 10/21/2026, Age 65 Payment: Monthly Installments					Lump Sum Payable Immediately			Lump Sum Payable Immediately			Installment Payable at 65
Period Ending	Discount Rate		Benefit Level	Accrual Balance	Vesting		Based On Accrual	Vesting		Based On Benefit	Vesting		Based On Benefit
			(1)	(2)	(3)		(4)	(5)		(6)	(7)		(8)
Dec 2004(1)	6.5	%	38,000	5,450	10	%	545	100	%	5,450	100	%	38,000
Dec 2005	6.5	%	38,000	13,141	20	%	2,628	100	%	13,141	100	%	38,000
Dec 2006	6.5	%	38,000	21,348	30	%	6,404	100	%	21,348	100	%	38,000
Dec 2007	6.5	%	38,000	30,104	40	%	12,042	100	%	30,104	100	%	38,000
Dec 2008	6.5	%	38,000	39,446	50	%	19,723	100	%	39,446	100	%	38,000
Dec 2009	6.5	%	38,000	49,415	60	%	29,649	100	%	49,415	100	%	38,000
Dec 2010	6.5	%	38,000	60,050	70	%	42,035	100	%	60,050	100	%	38,000
Dec 2011	6.5	%	38,000	71,398	80	%	57,119	100	%	71,398	100	%	38,000
Dec 2012	6.5	%	38,000	83,507	90	%	75,156	100	%	83,507	100	%	38,000
Dec 2013	6.5	%	38,000	96,426	100	%	96,426	100	%	96,426	100	%	38,000
Dec 2014	6.5	%	38,000	110,210	100	%	110,210	100	%	110,210	100	%	38,000
Dec 2015	6.5	%	38,000	124,917	100	%	124,917	100	%	124,917	100	%	38,000
Dec 2016	6.5	%	38,000	140,609	100	%	140,609	100	%	140,609	100	%	38,000
Dec 2017	6.5	%	38,000	157,353	100	%	157,353	100	%	157,353	100	%	38,000
Dec 2018	6.5	%	38,000	175,217	100	%	175,217	100	%	175,217	100	%	38,000
Dec 2019	6.5	%	38,000	194,278	100	%	194,278	100	%	194,278	100	%	38,000
Dec 2020	6.5	%	38,000	214,616	100	%	214,616	100	%	214,616	100	%	38,000
Dec 2021	6.5	%	38,000	236,315	100	%	236,315	100	%	236,315	100	%	38,000
Dec 2022	6.5	%	38,000	259,468	100	%	259,468	100	%	259,468	100	%	38,000
Dec 2023	6.5	%	38,000	284,172	100	%	284,172	100	%	284,172	100	%	38,000
Dec 2024	6.5	%	38,000	310,529	100	%	310,529	100	%	310,529	100	%	38,000
Dec 2025	6.5	%	38,000	338,653	100	%	338,653	100	%	338,653	100	%	38,000
Oct 2026	6.5	%	38,000	363,522	100	%	363,522	100	%	363,522	100	%	38,000

(1)The first line reflects 9 months of data, April 2004 to December 2004.

•The purpose of this hypothetical illustration is to show the participant’s annual benefit based on various termination assumptions. Actual benefits are based on the terms and provisions of the plan agreement executed between the company and participant and may differ from those shown.

October 21, 2026 Retirement; November 30, 2026 First Payment Date

PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION
SPLIT DOLLAR AGREEMENT

(ADDENDUM A TO THE PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION
SALARY CONTINUATION AGREEMENT)

THIS AGREEMENT is adopted this 1st day of April, 2004, by and between PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION, located in Anaheim, California (the “Company”), and STEPHEN W. PIHL (the “Executive”). This Agreement shall append the Split Dollar Endorsement entered into on even date herewith or as subsequently amended, by and between the aforementioned parties.

INTRODUCTION

To encourage the Executive to remain an employee of the Company, the Company is willing to divide the death proceeds of a life insurance policy on the Executive’s life. The Company will pay life insurance premiums from its general assets.

AGREEMENT

The Company and the Executive agree as follows:

Article 1

General Definitions

The following terms shall have the meanings specified:

1.1“Insured” means the Executive.

1.2“Insurer” means each life insurance carrier in which there is a Split Dollar Policy Endorsement attached to this Agreement.

1.3“Normal Retirement Age” means the Executive attaining sixty-five (65) years of age.

1.4“Policy” means the specific life insurance policy or policies issued by the Insurer.

1.5“Salary Continuation Agreement” means that Salary Continuation Agreement between the Company and the Executive on even date herewith or as subsequently amended.

1.6“Termination for Cause” shall be defined as set forth in Article 7.

1.7“Termination of Employment” means that the Executive ceases to be employed by the Company for any reason, other than by reason of a leave of absence approved by the Company.

Article 2

Policy Ownership/Interests

2.1   Company Ownership. The Company is the sole owner of the Policy and shall have the

right to exercise all incidents of ownership. The Company shall be the beneficiary of the remaining death proceeds of the Policy after the Interest of the Executive or the Executive’s transferee has been paid according to Section 2.2 below.

2.2   Executive’s Interest. The Executive shall have the right to designate the beneficiary of the death proceeds. The Executive shall also have the right to elect and change settlement options that may be permitted. Upon the termination of this Agreement according to Article 7 herein, the Executive, the Executive’s transferee or the Executive’s beneficiary shall have no rights or interests in the Policy and no death benefit shall be paid under this Section 2.2.

2.2.1Death During Active Service. If the Executive dies while in the active service of the Company, the Company shall pay to the Executive’s beneficiary $363,522 (Three Hundred Sixty-Three Thousand Five Hundred Twenty-Two Dollars) upon the death of the Executive.

2.2.2Death During Payment of a Benefit under the Salary Continuation Agreement. If the Executive dies after any benefit payments have commenced under Article 2 of the Salary Continuation Agreement but before receiving all such payments, the Company shall cease paying the remaining benefit, if any, and shall then pay to the Executive’s beneficiary the split dollar death benefit described in Section 2.2.1 of this Agreement.

2.2.3Death After Termination of Employment But Before Commencement of Payment under the Salary Continuation Plan. If the Executive is entitled to a benefit under Article 2 of the Salary Continuation Agreement, but dies prior to the commencement of said benefit payments, the Company shall pay no benefit under the Salary Continuation Agreement but shall pay to the Executive’s beneficiary the split dollar death benefit described in Section 2.2.1 of this Agreement.

2.3 Comparable Coverage. Upon execution of this Agreement, the Company shall maintain the Policy in full force and effect and in no event shall the Company amend, terminate or otherwise abrogate the Executive’s interest in the Policy, unless the Company replaces the Policy with a comparable insurance policy to cover the benefit provided under this Agreement and the Company and the Executive execute a new Split Dollar Policy Endorsement for said comparable insurance policy. The Policy or any comparable policy shall be subject to the claims of the Company’s creditors.

Article 3

Premiums

3.1   Premium Payment. The Company shall pay any premiums due on the Policy.

3.2   Economic Benefit. The Company shall determine the economic benefit attributable to the Executive based on the amount of the current term rate for the Executive’s age multiplied by the aggregate death benefit payable to the Executive’s beneficiary. The “current term rate” is the minimum amount required to be imputed under Revenue Rulings 64-328 and 66-110, or any subsequent applicable authority.

3.3   Imputed Income. The Company shall impute the economic benefit to the Executive on an annual basis.

2

Article 4

Assignment

The Executive may assign without consideration all of the Executive’s interests in the Policy and in this Agreement to any person, entity or trust. In the event the Executive transfers all of the Executive’s interest in the Policy, then all of the Executive’s interest in the Policy and in the Agreement shall be vested in the Executive’s transferee, who shall be substituted as a party hereunder and the Executive shall have no further interest in the Policy or in this Agreement.

Article 5

Insurer

The Insurer shall be bound only by the terms of the Policy. Any payments the Insurer makes or actions it takes in accordance with the Policy shall fully discharge it from all claims, suits and demands of all entities or persons. The Insurer shall not be bound by or be deemed to have notice of the provisions of this Agreement.

Article 6

Claims and Review Procedure

6.1   Claims Procedure. Any person or entity who has not received benefits under the Plan that he or she believes should be paid (the “claimant”) shall make a claim for such benefits as follows:

6.1.1   Initiation – Written Claim. The claimant initiates a claim by submitting to the Company a written claim for the benefits.

6.1.2   Timing of Company Response. The Company shall respond to such claimant within 90 days after receiving the claim. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.

6.1.3   Notice of Decision. If the Company denies part or all of the claim, the Company shall notify the claimant in writing of such denial. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a)The specific reasons for the denial,

(b)A reference to the specific provisions of this Agreement on which the denial is based,

(c)A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed,

(d)An explanation of this Agreement’s review procedures and the time limits applicable to such procedures, and

(e)A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) (29 United States Code section 1132(a)) following an adverse benefit determination on review.

3

6.2   Review Procedure. If the Company denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Company of the denial, as follows:

6.2.1   Initiation – Written Request. To initiate the review, the claimant, within 60 days after receiving the Company’s notice of denial, must file with the Company a written request for review.

6.2.2   Additional Submissions – Information Access. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Company shall also provide the claimant, upon request and free of charge, “reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.

6.2.3   Considerations on Review. In considering the review, the Company shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

6.2.4   Timing of Company Response. The Company shall respond in writing to such claimant within 60 days after receiving the request for review. If the Company determines that special circumstances require additional time for processing the claim, the Company can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Company expects to render its decision.

6.2.5   Notice of Decision. The Company shall notify the claimant in writing of its decision on review. The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:

(a)The specific reasons for the denial,

(b)A reference to the specific provisions of this Agreement on which the denial is based,

(c)A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits, and

(d)A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).

Article 7

Amendments and Termination

7.1   This Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive. Provided, however, if the Company’s Board of Directors determines that the Executive is no longer a member of a select group of management or highly compensated employees, as that phrase applies to ERISA, for reasons other than death, Disability, or retirement, the Company may amend or terminate this Agreement. Upon such amendment or

4

termination the Company shall pay benefits to the Executive as if Early Termination occurred on the date of such amendment or termination, regardless of whether Early Termination actually occurs.

7.2   Notwithstanding the previous paragraph, the Company may amend or terminate the plan at any time if, pursuant to legislative, judicial or regulatory action, continuation of the Agreement would (i) cause benefits to be taxable to the Executive prior to actual receipt, or (ii) result in significant financial penalties or other significantly detrimental ramifications to the Company (other than the financial impact of paying the benefits).

7.3   In the event this Agreement is terminated under this Article 7, the Company shall not sell, surrender or transfer ownership of the Policy without first giving the Executive or the Executive’s transferee the option to purchase the Policy for a period of sixty (60) days from written notice of such intention. The purchase price shall be an amount equal to the cash surrender value of the Policy.

7.4   Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement if the Company terminates the Executive’s employment for:

(a)Willful breach of duty in the course of employment or habitual neglect of employment responsibilities and duties;

(b)Conviction of any felony or crime involving moral turpitude, fraud or dishonesty;

(c)Willful violation of any state or federal banking or securities law, the rules or regulations of any banking agency, or any material Company rule, policy or resolution resulting in an adverse effect on the Company; or

(d)Disclosure to any third party by the Executive, without authority or permission, of any secret or confidential information of the Company.

7.5   Suicide or Misstatement. The Company shall not pay any benefit under this Agreement if the Executive commits suicide within two years after the date of this Agreement. In addition, the Company shall not pay any benefit under this Agreement if the Executive has made any material misstatement of fact on an employment application or resume provided to the Company, or on any application for any benefits provided by the Company to the Executive.

Article 8

Miscellaneous

8.1   Binding Effect. This Agreement shall bind the Executive and the Company and their beneficiaries, survivors, executors, administrators and transferees, and any Policy beneficiary.

8.2   No Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right to remain an employee of the Company, nor does it interfere with the Company’s right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive’s right to terminate employment at any time.

8.3   Applicable Law. The Agreement and all rights hereunder shall be governed by and construed according to the laws of the State of California, except to the extent preempted by the laws of the United States of America.

5

8.4   Reorganization. The Company shall not merge or consolidate into or with another company, or reorganize, or sell substantially all of its assets to another company, firm or person unless such succeeding or continuing company, firm or person agrees to assume and discharge the obligations of the Company.

8.5   Notice. Any notice, consent or demand required or permitted to be given under the provisions of this Split Dollar Agreement by one party to another shall be in writing, shall be signed by the party giving or making the same, and may be given either by delivering the same to such other party personally, or by mailing the same, by United States certified mail, postage prepaid, to such party, addressed to his or her last known address as shown on the records of the Company. The date of such mailing shall be deemed the date of such mailed notice, consent or demand.

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

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

(a)Interpreting the provisions of this Agreement;

(b)Establishing and revising the method of accounting for this Agreement;

(c)Maintaining a record of benefit payments; and

(d)Establishing rules and prescribing any forms necessary or desirable to administer this Agreement.

8.8   Named Fiduciary. The Company shall be the named fiduciary and plan administrator under the Agreement. The named fiduciary may delegate to others certain aspects of the management and operation responsibilities of the plan including the employment of advisors and the delegation of ministerial duties to qualified individuals.

IN WITNESS WHEREOF, the Executive and the Company consent to this Agreement on the date above written.

EXECUTIVE:	PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION
/s/ Stephen W. Pihl	By	/s/ Ken J. Cosgrove
Stephen W. Pihl		Ken J. Cosgrove
	Title		Chief Executive Officer/ Chairman

6

BENEFICIARY DESIGNATION FORM

I, Stephen W. Pihl, designate the following as beneficiary of benefits under the Agreement payable following my death:

Primary:
	Kristin Layton Pihl (spouse)	100	%
			%
Contingent:
			%
			%

Notes:

•Please PRINT CLEARLY or TYPE the names of the beneficiaries.

•To name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.

•To name your estate as beneficiary, please write “Estate of [your name]”.

•Be aware that none of the contingent beneficiaries will receive anything unless ALL of the primary beneficiaries predecease you.

I understand that I may change these beneficiary designations by delivering a new written designation to the Company or, which shall be effective only upon receipt and acknowledgment by the Company prior to my death. I further understand that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary and our marriage is subsequently dissolved.

Name:	Stephen Pihl
Signature:		/s/ Stephen Pihl	Date:	08.26.04

SPOUSAL CONSENT (Required if Spouse not named beneficiary):

I consent to the beneficiary designation above, and acknowledge that if I am named beneficiary and our marriage is subsequently dissolved, the designation will be automatically revoked.

Spouse Name:
Signature:	Date:

Received by the Company this                day of , 2

By:

Title:

POLICY ENDORSEMENT

Contract Owner:  PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION

The undersigned Owner requests that the policy(ies) shown in the attached Schedule Page issued by Midland National Life Insurance Company (the “Insurer”) provide for the following beneficiary designation:

1.Upon the death of the Insured, proceeds shall be paid in one sum in the Owner, its successors or assigns, as Beneficiary, to the extent claimed by said Owner.

2.Any proceeds at the death of the Insured in excess of the amount paid under the provisions of paragraph 1 of this Policy Endorsement shall be paid in one sum in accordance with the written direction of the Owner. Such direction will be provided to the Insurer at the time of claim. The Insurer will be protected in relying solely on the Owner to provide the name(s) of the party(ies) to pay any excess not paid under paragraph 1. If the Owner fails to provide the name(s) of the party(ies) at the time of claim, then any proceeds payable under this paragraph shall be paid in one sum to the Beneficiary.

3.It is hereby provided that (i) any payment made to the Beneficiary or other party under paragraph 2 of this Policy Endorsement shall be a full discharge of the Insurer to the extent thereof; (ii) such discharge shall be binding on all parties claiming any interest under the Policy; and (iii) the Insurer shall have no responsibility with respect to the amounts so claimed.

4.It is agreed by the undersigned that this designation shall be subject in all respects to the contractual terms of the Policy.

The undersigned is signing in a representative capacity for the Owner and warrants that he or she has the authority to bind the entity on whose behalf this document is being executed.

Signed at Anaheim, California, this 26 day of August, 2004.

OWNER:
PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION
By:	/s/ Ken J. Cosgrove	By:	/s/ Ashok R. Patel
Title:	Chief Executive Officer	Title:		President

1

Schedule Page
Policy(ies) Subject to Policy Endorsement

Policy Number	Insured
	Stephen W. Pihl

2

POLICY ENDORSEMENT

Contract Owner:   PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION

The undersigned Owner requests that the policy(ies) shown in the attached Schedule Page issued by Jefferson-Pilot Life Insurance Company (the “Insurer”) provide for the following beneficiary designation:

1.Upon the death of the Insured, proceeds shall be paid in one sum to the Owner, its successors or assigns, as Beneficiary, to the extent claimed by said Owner

2. Any proceeds at the death of the Insured in excess of the amount paid under the provisions of paragraph 1 of this Policy Endorsement shall be paid in one sum in accordance with the written direction of the Owner. Such direction will be provided to the Insurer at the time of claim. The Insurer will be protected in relying solely on the Owner to provide the name(s) of the party(ies) to pay any excess not paid under paragraph 1. If the Owner fails to provide the name(s) of the party(ies) at the time of claim, then any proceeds payable under this paragraph shall be paid in one sum to the Beneficiary.

3.It is hereby provided that (i) any payment made to the Beneficiary or other party under paragraph 2 of this Policy Endorsement shall be a full discharge of the Insurer to the extent thereof; (ii) such discharge shall be binding on all parties claiming any interest under the Policy; and (iii) the Insurer shall have no responsibility with respect to the amounts so claimed.

4.It is agreed by the undersigned that this designation shall be subject in all respects to the contractual terms of the Policy.

The undersigned is signing in a representative capacity for the Owner and warrants that he or she has the authority to bind the entity on whose behalf this document is being executed.

Signed at Anaheim,California, this 26 day of August, 2004.

OWNER:
PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION
By:	/s/ Ken J. Cosgrove	By:	/s/ Ashok R. Patel
Title:	Chief Executive Officer	Title:		President

1

Schedule Page
Policy(ies) Subject to Policy Endorsement

Policy Number	Insured
	Stephen W. Pihl

2

POLICY ENDORSEMENT

Contract Owner:   PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION

The undersigned Owner requests that the policy(ies) shown in the attached Schedule Page issued by New York Life Insurance & Annuity Company (the “Insurer”) provide for the following beneficiary designation:

1.Upon the death of the Insured, proceeds shall be paid in one sum to the Owner, its successors or assigns, as Beneficiary, to the extent claimed by said Owner.

2.Any proceeds at the death of the Insured in excess of the amount paid under the provisions of paragraph 1 of this Policy Endorsement shall be paid in one sum in accordance with the written direction of the Owner. Such direction will be provided to the Insurer at the time of claim. The Insurer will be protected in relying solely on the Owner to provide the name(s) of the party(ies) to pay any excess not paid under paragraph 1. If the Owner fails to provide the name(s) of the party(ies) at the time of claim, then any proceeds payable under this paragraph shall be paid in one sum to the Beneficiary.

3.It is hereby provided that (i) any payment made to the Beneficiary or other party under paragraph 2 of this Policy Endorsement shall be a full discharge of the Insurer to the extent thereof; (ii) such discharge shall be binding on all parties claiming any interest under the Policy; and (iii) the Insurer shall have no responsibility with respect to the amounts so claimed.

4.It is agreed by the undersigned that this designation shall be subject in all respects to the contractual terms of the Policy.

The undersigned is signing in a representative capacity for the Owner and warrants that he or she has the authority to bind the entity on whose behalf this document is being executed.

Signed at Anaheim,California, this 26 day of August, 2004.

OWNER:
PREMIER COMMERCIAL BANK, NATIONAL ASSOCIATION
By:	/s/ Ken J. Cosgrove	By:	/s/ Ashok R. Patel
Title:	Chief Executive Officer/ Chairman	Title:		President

1

Schedule Page

Policy(ies) Subject to Policy Endorsement

Policy Number	Insured
	Stephen W. Pihl

2

EX-10.12

Exhibit 10.12

LANDLORD CONSENT TO SUBLEASE

This LANDLORD CONSENT TO SUBLEASE (“Consent Agreement”) is entered into as of Sept. 4, 2001 by and among EOP – Stadium Towers, L.L.C., a Delaware limited liability company (“Landlord”), US Bank National Association, a national association (“Sublandlord”), and Premier Commercial Bank, N.A., (“Subtenant”).

RECITALS:

A.Landlord ( as successor in interest to Spieker Properties, L.P. a California limited partnership), as landlord, and Sublandlord (as successor in interest to Bank of Commerce, a California corporation), as tenant, are parties to that certain lease agreement dated November 16, 1998, the letter agreement dated December 14, 1998 (re: parking) and, the letter agreement dated January 15, 1999 (re: term of lease), (collectively the “Lease”) pursuant to which Landlord has leased to Sublandlord certain premises containing approximately 4,602 rentable square feet (the “Premises”) described as Suite 125 on the first (1^st) floor of the building commonly known as Stadium Towers Plaza located at 2400 East Katella Avenue, Anaheim, CA 92806 (the “Building”).

B.Sublandlord and Subtenant have entered into that certain sublease agreement dated July 30, 2001 attached hereto as Exhibit A (the “Sublease Agreement”) pursuant to which Sublandlord has agreed to sublease to Subtenant certain premises described as follows: 4,602 rentable square feet described as suit number 125 on the first (1^st) floor of the Building, (the “Sublet Premises”) constituting all of the Premises.

C.Sublandlord and Subtenant have requested Landlord’s consent to the Sublease Agreement.

D.Landlord has agreed to give such consent upon the terms and conditions contained in this Agreement.

NOW THEREFORE, in consideration of the foregoing preambles which by this reference are incorporated herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord hereby consents to the Sublease Agreement subject to the following terms and conditions, all of which are hereby acknowledged and agreed to by Sublandlord and Subtenant.

1.Sublease Agreement. Sublandlord and Subtenant hereby represent that a true and complete copy of the Sublease Agreement is attached hereto and made a part hereto as Exhibit A.

2.Representations. Sublandlord hereby represents and warrants that Sublandlord (i) has full power and authority to sublease the sublet Premises to subtenant, (ii) has not transferred or conveyed its interest in the Lease to any person or entity collaterally or otherwise, and (iii) has full power and authority to enter into the Sublease Agreement and this Consent Agreement. Subtenant hereby represents and warrants that Subtenant has full power and authority to enter into the Sublease Agreement and this Consent Agreement.

3.Indemnity and Insurance. Subtenant hereby assumes, with respect to Landlord, all of the indemnity and insurance obligations of the Sublandlord under the Lease with respect to the Sublet Premises, provided that the foregoing shall not be construed as relieving or releasing Sublandlord from any such obligations.

4.No Release. Nothing contained in the Sublease Agreement or this Consent Agreement shall be construed as relieving or releasing sublandlord from any of its obligations under the Lease, it being expressly understood and agreed that Sublandlord shall remain liable for such obligations notwithstanding anything contained in the Sublease Agreement or this Consent Agreement or any subsequent assignment(s), sublease(s) or transfer(s) of the interest of the tenant under the Lease. Sublandlord shall be responsible for the collection of all rent due it from Subtenant, and for the performance of all the other terms and conditions of the Sublease Agreement, it being understood that Landlord is not a party to the Sublease Agreement and, notwithstanding anything to the contrary contained in the Sublease Agreement, is not bound by any terms, provisions, representations or warranties contained in the Sublease Agreement and is not obligated to Sublandlord or Subtenant for any of the duties and obligations contained therein.

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5.Administrative Fee. Upon Sublandlord’s execution and delivery of this Consent Agreement, Sublandlord shall pay to Landlord the sum of $1,250 in consideration for Landlord’s review of the Sublease Agreement and the preparation and delivery of this Consent Agreement.

6.No Transfer. Subtenant shall not further sublease the Sublet Premises, assign its interest as the Subtenant under the Sublease Agreement or otherwise transfer its interest in the Sublet Premises or the Sublease Agreement to any person or entity without the written consent of Landlord, which Landlord may withhold in its sole discretion.

7.Lease. In no event shall the Sublease Agreement or this Consent Agreement be construed as granting or conferring upon the Sublandlord or the Subtenant any greater rights than those contained in the Lease nor shall there by any diminution of the rights and privileges of the Landlord under the Lease, nor shall the Lease be deemed modified in any respect. Without limiting the scope of the preceding sentence, any construction or alterations performed in or to the Sublet Premises shall be performed with Landlord’s prior written approval and in accordance with the terms and conditions of the Lease.

8.Services. Sublandlord hereby authorizes Subtenant, as agent for Sublandlord, to obtain services and materials for or related to the Sublet Premises, and Sublandlord agrees to pay for such services and materials as additional Rent under the Lease upon written demand from Landlord. However, as a convenience to Sublandlord, Landlord may bill Subtenant directly for such services and materials, or any portion thereof, in which event Subtenant shall pay for the services and materials so billed upon written demand, provided that such billing shall not relieve Sublandlord from its primary obligation to pay for such services and materials.

9.Attornment. If the Lease or Sublandlord’s right to possession thereunder terminate for any reason prior to expiration of the Sublease Agreement, Subtenant agrees, at the election of Landlord, to attorn to Landlord upon the than executory terms and conditions of the Sublease Agreement for the remainder of the term of the Sublease Agreement. If Landlord does not so elect, the Sublease Agreement and all rights of Subtenant in the Sublet Premises shall terminate upon the date of termination of the Lease or Subtandlord’s right to possession thereunder.

10.Payments under the Sublease. If at any time Sublandlord is in default under the terms of the Lease, Landlord shall have the right to contact Subtenant and require Subtenant to pay all rent due under the Sublease Agreement directly to Landlord until such time as Sublandlord has cured such default. Subtenant agrees to pay such sums directly to Landlord if requested by Landlord, and Sublandlord agrees that any such sums paid by Subtenant shall be deemed applied against any sums owed by Subtenant under the Sublease Agreement. Any such sums received by Landlord from Subtenant shall be received by Landlord on behalf of Sublandlord and shall be applied by Landlord to any sums past due under the Lease, in such order of priority as required under the Lease or, if the Lease is silent in such regard, then in such order of priority as Landlord deems appropriate. The receipt of such funds by Landlord shall in no manner be deemed to create a direct lease or sublease between Landlord and Subtenant. If Subtenant fails to deliver its Sublease payments directly to Landlord as required herein following receipt of written notice from Landlord as described above, the Landlord shall have the right to remove any signage of Subtenant, at Subtenant’s cost, located outside the Premises or in the Building lobby or elsewhere in the Building and to pursue any other rights or remedies available to Landlord at law or in equity.

11.Excess Rent. If Landlord is entitled to any excess rent (defined below) from Sublandlord pursuant to the terms of the Lease, them, in addition to all rent otherwise payable by Sublandlord to Landlord under the Lease, Sublandlord shall also pay to Landlord 90% of the excess rent in accordance with Section 21B of the Lease. Landlord’s share of excess rent for any period during the term of the Sublease Agreement which is for less than one month shall be a pro rata portion of the monthly installment due hereunder. As used herein, the “excess rent” shall be deemed to mean any payments from Subtenant under the Sublease Agreement which exceed the payments payable by Sublandlord to Landlord under the Lease for the Sublet Premises. Landlord’s failure to bill Sublandlord for, or to otherwise collect, such sums shall in no manner be deemed a waiver by Landlord of its right to collect such sums in accordance with the Lease.

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12.Sublandlord Notice Address. If Sublandlord is subleasing the entire Premises or otherwise vacating the Premises, Sublandlord’s new address for notices to Sublandlord under the Lease shall be as follows: 16420 Valley View Blvd., La Mirada, CA 90638 or at such other address as Sublandlord may designate in writing; and if no address is filled in at the preceding blank (or if a post office box address is used for the preceding blank), then Landlord may continue to send notices to Sublandlord at the address(es) provided in, and in accordance with the terms of, the Lease.

13.Authority. Each signatory of this Consent Agreement represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting.

14.Counterparts. This Consent Agreement may be executed in counterparts and shall constitute an agreement binding on all parties notwithstanding that all parties are not signatories to the original or the same counterpart provided that all parties are furnished a copy or copies thereof reflecting the signature of all parties.

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IN WITNESS WHEREOF, Landlord, Sublandlord and Subtenant have executed this Consent Agreement as of the date set forth above.

WITNESS/ATTEST:		LANDLORD:
		EOP-STADIUM TOWERS, LLC., a Delaware limited
		liability company
					By:	EOP Operating Limited Partnership, a
						Delaware limited partnership, its sole
						member
						By:	Equity Office Properties Trust, a
							Maryland real estate investment
							trust, its general partner
							By:	/s/ Frank R. Campbell
							Name:	Frank R. Campbell
							Title:	Vice President
WITNESS/ATTEST:		SUBLANDLORD:
		US Bank National Association,
		a national association
/s/ Nicole Shipman
		By:		/s/ Chad C. Carr
Name (print):	Nicole Shipman
		Name:		Chad C. Carr
		Title:		Project Manager
Name (print):
WITNESS/ATTEST:		SUBTENANT:
		Premier Commercial Bank,
		N.A.
Name (print):		By:	/s/ Kenneth J. Cosgrove
		Name:	Kenneth J. Cosgrove
Name (print):		Title:	Chairman/CEO

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EXHIBIT A

SUBLEASE AGREEMENT

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OFFICE GROSS LEASE

for

STADIUM TOWERS PLAZA

Anaheim, California

By and Between

U.S. Bank National Association

as Sublessor

and

Premier Commercial Bank N.A

Prema BanCorp,
a California corporation

as Sublessee

April 2, 2001

SUBLEASE - - TABLE OF CONTENTS

SECTION:	1	TERM
	2	RENT
	3	TAXES
	4	INSURANCE
	5	ALTERATIONS, ADDITIONS, AND USE
	6	SUBLESSOR’S REPRESENTATION
	7	INDEMNIFICATION
	8	MAINTENANCE, REPAIR AND PARKING
	9	CONDEMNATION
	10	ASSIGNMENT AND SUBLEASE
	11	MASTER LEASE COVENANTS
	12	SECURITY DEPOSIT
	13	ATTORNEY’S FEES
	14	ACCESS
	15.	SUBLESSOR’S RIGHTS UPON DEFAULT
	16.	NOTICES
	17.	RIGHT TO TERMINATE
	18.	NO OPTION TO RENEW OR EXTEND, OR PURCHASE
		LEASED PREMISES
	19.	ENTIRE AGREEMENT

SUBLEASE

DATE:	July 30, 2001
PARTIES:	U.S. Bank National Association	SUBLESSOR
AND:	Premier Commercial Bank, N.A	SUBLESSEE
	Prema BanCorp, a California corporation

Sublessor, as Lessee, and Spieker Properties, L.P., a California corporation, as Lessor, (“Main Lessor”) entered into a Lease Agreement dated November 16, 1998 (“Master Lease”), and attached letter, dated December 14, 1998, for real property of 4,602 rentable square feet, located at 2400 East Katella Avenue, Suite 125, Anaheim, California 92806 (“Leased Premises”), which property is more particularly described in the Master Lease, attached hereto as Exhibit A, for a term which expires on November 30, 2008.

Sublessor desires to sublease to Sublessee the Leased Premises on the terms and conditions set forth in this Sublease.

NOW THEREFORE, in consideration of the mutual promises of the parties hereto, and other valuable consideration, Sublessor does hereby sublease to Sublessee the Leased Premises on the following terms and conditions:

SECTION 1: TERM

The term of the Sublease shall commence on September 1, 2001 and shall expire on November 30, 2008. If Sublessor’s inability is not the result of acts or omissions of Sublessee or its agents, the Sublessee’s obligation to pay rent shall not commence until possession of the Premises has been delivered to Sublessee by Sublessor and if such delay in delivery of possession continues for thirty (30) days after the commencement date, Sublessee shall have the right to cancel this Sublease by written notice to Sublessor ten (10) days prior to the effective date of cancellation. Sublessee’s right to delay payment of rent until possession is delivered and Sublessee’s right to cancel if delivery of possession is delayed for thirty (30) days after the commencement date shall constitute Sublessee’s sole remedies for such delay. If Sublessor’s delay is the result of acts or omissions of Sublessee or its agents, this Sublease, and Sublessee’s obligations thereunder, shall have deemed to have become effective as of the commencement date. Sublessor shall allow Sublessee to occupy the

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suite on September 1, 2001, or upon written approval of the Sublease from Equity Office Properties, for installation of Sublessee’s improvements at no additional rent.
SECTION 2:	RENT

2.1Sublessee shall pay to Sublessor in advance on the first day of each calendar month during the term of this Sublease, a minimum base monthly rental in the amount of $8,743.80. The base rental rate shall increase annually in the following manner:

Months	Base Rental	Monthly Base Rent
1 – 3	Free	$	0.00
4 – 12	$1.90 per square foot, fully serviced	$	8,743.80
13 – 24	$1.95 per square foot, fully serviced	$	8,973.90
25 – 36	$2.00 per square foot, fully serviced	$	9,204.00
37 – 48	$2.05 per square foot, fully serviced	$	9,434.10
49 – 60	$2.10 per square foot, fully serviced	$	9,664.20
61 – 72	$2.15 per square foot, fully serviced	$	9,894.30
73 – 84	$2.20 per square foot, fully serviced	$	10,124.40
85 – 87	$2.25 per square foot, fully serviced	$	10,354.50

Rent for any period during the term hereof which is for less than one (1) month shall be a pro rata portion of the monthly installment.

2.2In addition to the base rent set forth in paragraph 2.1 Sublessee shall pay to Sublessor as additional rental their pro rata share of operating expenses. This monthly fee shall be reconciled annually by Sublessor and shall be increased or decreased according to the actual operating costs.

2.3Rent shall be payable without notice or demand and without any deduction, offset, or abatement in lawful money of the United States to Sublessor at the address stated herein.

SECTION 3:TAXES

In addition to the rent set forth above, Sublessee shall pay all personal property taxes and assessments assessed against Sublessee or Sublessee’s property.

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SECTION 4:INSURANCE

Sublessee will provide Sublessor with certificates of casualty and liability insurance as required by the Master Lease, with loss payable to the Main Lessor and Sublessor as their respective interests may appear.

SECTION 5:ALTERATIONS, ADDITIONS, AND USE

The Leased Premises shall be used solely for the operation of a professional bank and for no other purpose. Sublessee agrees to accept the suite in its “as-is” condition and Sublessor shall not be required to complete any work in the suite. Sublessor agrees not to remove any of the existing teller built-ins. In the event additional work is required, Sublessee shall contract the tenant improvements to be performed by a licensed, bonded contractor for the state of California. Sublessor to review and approve all plans and specifications for tenant improvements, prior to commencement, which shall not be unreasonably withheld. Sublessee shall not commence any alterations or additions without first having obtained the necessary permits, if any, from the appropriate governmental agencies.

Sublessee shall promptly pay, when due, all claims for work and materials furnished in connection with any remodeling for the Leased Premises and shall not permit any liens or encumbrances to attach to the Leased Premises and shall indemnify Sublessor against loss thereform. Sublessee shall not make any further changes or alterations to the Leased Premises, other than the original tenant improvements approved by Sublessor, without the prior written consent of Sublessor. Any additional improvements to the Leased Premises shall be at the sole expense of Sublessee.

SECTION 6:SUBLESSOR’S REPRESENTATION

Sublessor warrants that the Master Lease is in good standing according to its terms as of the date hereof and that there have been no amendments thereto except as may be expressly provided in this Sublease.

SECTION 7:INDEMNIFICATION

Sublessee agrees to protect, defend and hold harmless Sublessor from and against any loss, liability, claim, damage and expense, including attorneys fees, for injury or damage of every nature arising or resulting from Sublessee’s use of the Leased Premises or any occurrence on or about the Leased Premises, including,

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without limitation, any act, omission, or negligence of Sublessee or any officer, employee, agent, contractor, invitee or visitor of Sublessee in, on or about the Leased Premises or Sublessee’s breach of any provision of the Master Lease or any other provision of this Sublease.

SECTION 8:MAINTENANCE, REPAIR AND PARKING

Sublessee acknowledges that it has inspected the Leased Premises and accepts the same in an “as is” condition.  Sublessee shall, at Sublessee’s own expense, make any and all repairs required to be made by Sublessor, as Lessee under the Master Lease.  Sublessor shall not, under this Sublease, be called upon to make any other improvements or repairs to the Leased Premises.  Upon termination of this Sublease, Sublessee shall peaceably quit and surrender possession of the Leased Premises in as good a condition and repair as the Leased Premises were at the beginning of the term except for reasonable use, wear and tear.  All improvements, with the exception of Sublessee’s trade fixtures, shall become the property of Sublessor upon the termination or expiration of the Sublease Agreement.

Sublessee shall be responsible for their own telephone, cabling, and all interior repairs and maintenance of the premises, including plumbing and electrical.  Sublessor shall be responsible for utilities (water, sewer, garbage, gas & electric). HVAC systems and Common areas.

Parking, located in the lot adjacent to the building premises, is subject to availability and at the sole cost and expense of Sublessee.  Sublessee and its employees and visitors shall be entitled to all rights associated with the parking in the Master Lease, including two (2) reserved spaces.  Pursuant to the Master Lease, Sublessor shall be responsible for paying parking costs for eighteen (18) unreserved and two (2) reserved spaces starting November 30, 2003.  All parking costs shall be waived by Sublessor should Sublessee not default on the sublease.  Parking lot is not owned, operated or controlled by Sublessor and all parking arrangements are made directly with the building manager located in the building.

SECTION 9:CONDEMNATION

In the event title or possession to the whole or part of the Leased Premises shall be taken by eminent domain, as defined in the Master Lease, and the

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Master Lease shall terminate by reason thereof, this Sublease shall terminate and all payments required hereunder shall be prorated until the date of such termination.  In the event the taking is of less than the whole of the Leased Premises and the Master Lease shall not terminate, and the minimum rent thereunder shall be reduced in accordance with the terms of the Master Lease, then this Sublease shall continue and the minimum rent hereunder shall be reduced by the same percentage by which the minimum rent payable under the Master Lease is reduced.  Notwithstanding anything in the Master Lease to the contrary, Sublessee shall not be entitled to any amount or portion of any condemnation or eminent domain award, except for any award given for the removal or damage to Sublessee’s furniture, trade fixtures, equipment or signs.

SECTION 10:ASSIGNMENT AND SUBLEASE

Sublessee agrees not to assign any interest in this Sublease or to further sublease all or any portion of the Leased Premises without prior written consent of Sublessor.  No such assignment or sublease shall relieve Sublessee of its obligations hereunder.  In the event Sublessee becomes bankrupt or insolvent or makes an assignment for the benefit of creditors, or in the event of an assignment by operation of law, this Sublease shall become void at the option of Sublessor.  The Sublessee shall have the right at any time to sublease all or any portion of the premises to any related entity or affiliate of Sublessee, or to any successor corporation, whether by merger or consolidation without the Landlord’s approval or consent, but with written notice to Sublessor should the related entity or affiliate occupy 50% of the Premises or more.  Sublessee shall keep all profits.  In addition, the Sublessee shall have the right to sublease all or any portion of the Sublessee’s premises during the initial lease term to any Subtenant of a similar type and quality with prior written approval from both Sublessor and Landlord of which the consent shall not be unreasonably withheld.  The Sublessor shall receive 50% of any revenues over Sublessee’s Base Rent and Operating Expense charges derived from this sublease.

SECTION 11:MASTER LEASE COVENANTS

It is understood and agreed that, to the extent not directly inconsistent with the terms of this Sublease, Sublessee assumes all obligations of Sublessor under the Master Lease and the provisions of the Master Lease shall be supplemental and in

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addition to the terms hereof, and, in the event of any inconsistency between the terms, conditions and provisions of the Master Lease and those contained herein, the terms, conditions and provisions of this Sublease shall govern.

SECTION 12:SECURITY DEPOSIT

Sublessee shall pay to Sublessor the sum of $20,709.00 upon execution of this Sublease, as a security deposit under this Sublease.  Should default be made in the payment of any rent or other amount payable hereunder by Sublessee when due or should Sublessee violate any of the terms, conditions or provisions of this Sublease or should Sublessee vacate or abandon the Leased Premises or any part thereof contrary to the terms and conditions of this Sublease, Sublessor may, in addition to its rights and remedies set forth in paragraph 15 hereof, apply this security deposit or any part thereof to damages incurred by it as a result of any default by Sublessee of the terms and conditions of the Sublease.  If Sublessee is not then in default, Sublessor shall return the security deposit at the end of the Sublease term less any amounts to repair damages discovered upon inspection of the Demised Premises by Sublandlord, normal wear and tear excluded.

SECTION 13:ATTORNEY’S FEES

If civil action is instituted to establish or enforce any right under this Sublease, to recover any amounts due hereunder, to recover possession of the Leased Premises, to correct any breach of any term, provision or condition hereof, or to litigate any controversy arising out of this Sublease, the prevailing party in the trial court and on any appeals shall be entitled to recover, in addition to costs and disbursements, attorney fees in such amount as the court shall adjudge reasonable.  Such attorney fees shall include an amount estimated by the court as reasonable costs and attorney fees for the prevailing party to collect and enforce any judgement, order or decree entered.  This provision respecting attorney fees shall survive any termination or expiration of this Sublease.

SECTION 14:ACCESS

Sublessee shall upon Sublessor’s request permit Sublessor reasonable access to the Premises for purposes of inspection.

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SECTION 15:SUBLESSOR’S RIGHTS UPON DEFAULT

In the event Sublessee (i) defaults in the payment of any rent or other amount payable hereunder by Sublessee when due, (ii) violates any of the other terms, conditions or provisions of this Sublease, (iii) violates any of the applicable terms, conditions or provisions of the Master Lease, or (iv) vacates or abandons the Leased Premises or any part thereof contrary to the terms and provisions of this Sublease, Sublessor may, at its option, following the delivery of written notice to Sublessee of the default existing hereunder, re-enter and take possession of the Leased Premises, remove Sublessee’s property thereform, relet the Leased Premises or any part thereof on such terms, conditions and rentals, as Sublessor may deem proper, and at Sublessor’s option, either terminate and cancel this Sublease, or apply the proceeds that may be obtained from said releting, after deduction of costs and expenses, to the rent due under this Sublease, and hold Sublessee liable for any balance of rent due hereunder which may remain unsatisfied and unpaid.

SECTION 16:NOTICES

All notices and other communication required under this Sublease shall be in writing and delivered either personally or by depositing the same, postage prepaid, registered or certified mail, return receipt requested, in the United States mail addressed to the party hereto to whom the same is directed as follows:

If to Sublessor:	U.S. Bank Corporate Properties
	Attn: Chad Carr
	2800 East Lake Street
	Minneapolis, MN 55406

Payments to:	U.S. Bank Corporate Properties Management
	SDS 12-1716; P.O.Box 86
	Minneapolis, Minnesota 55486-1716

If to Sublessee:	Premier Commercial Bank, N.A.
	2400 East Katella Avenue, Suite 125
	Anaheim, California 92806

SECTION 17:NO OPTION TO RENEW OR EXTEND, OR PURCHASE LEASED PREMISES

This Sublease does not include an assignment of Sublessor’s rights, if any, (a) to renew to extend the terms of the Master Lease or (b) to purchase the Leased Premises.  If Sublessor exercises their renewal option to extend the Master Lease, Sublessor shall discuss a proposed renewal, if any, from Sublessee.

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SECTION 18:ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties; there are no other agreements, written or oral, concerning the subject matter of this agreement except as specified herein.  No waiver or modification of this Agreement shall be effective unless in writing signed by both parties.  Waiver by either party of any breach of any covenants, terms or provision of this Agreement shall not be construed as a waiver of any subsequent breach of the same or any other covenant, term or condition.

IN WITNESS WHEREOF, the parties have executed this instrument on the date first above written.

SUBLESSOR			SUBLESSEE
			Premier Commercial Bank, N.A
U.S. Bank National Association, a			Prema BanCorp, a California corporation
national association
By:	/s/ Chad C. Carr8-6-01		By:	/s/ Kenneth Cosgrove
	Chad C. Carr Leasing Manager			Kenneth Cosgrove CEO & Chairman of the Board
By:	/s/ Bradley J. Schmidt	8-6-01
	Bradley J. Schmidt
	Sr. Vice-President

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BASIC LEASE INFORMATION
OFFICE GROSS

LEASE DATE:	November 16, 1998
TENANT:	Bank of Commerce, a California corporation
TENANT’S NOTICE ADDRESS:	2400 East Katella Avenue, Suite 125
	Anaheim, CA 92806
	With a copy to:
	John Smith
	Bank of Commerce
	9918 Hibert, 2nd Floor
	San Diego, CA 92131-1018
TENANT’S BILLING ADDRESS:	9918 Hibert, 2nd Floor
	San Diego, CA 92131-1018
TENANT CONTACT:          John Smith	PHONE NUMBER:    619/536-4540
	FAX NUMBER:         619/536-1068
LANDLORD:	Spieker Properties, L.P., a California limited partnership
LANDLORD CONTACT:  Angela Pulizzi	PHONE NUMBER: 714/978-9300
	FAX NUMBER: 714/978-9339
LANDLORD’S NOTICE ADDRESS:	2400 E. Katella Avenue, Suite 580, Anaheim CA 92806
LANDLORD’S REMITTANCE ADDRESS:	Dept. #11931, P.O. Box 60077, Los Angeles, CA 90060-0077
Project Description:	A master planned office development currently consisting of one twelve (12) story high rise office building and parking structure along with appurtenances as shown as Exhibit “A” attached hereto.  Landlord plans to cause a high rise office building (“Phase 2”) to be constructed on the adjacent parcel.  The Project together with the Building and Phase 2 and all related improvements, facilities, and appurtenances, shall hereinafter be collectively referred to as the Project and commonly known as Stadium Towers Plaza.
Building Description:	A twelve (12) story high-rise office building commonly known as Stadium Towers Plaza and located at 2400 E. Katelia Ave., Anaheim as shown on Exhibit “A” attached hereto.
Premises:	Suite 125 of the Building consisting of approximately 4,602 rentable square feet as shown on Exhibit “B”.
Permitted Use:	General office and retail and related services for a bank and no other use.
Occupancy Density:	Not to exceed eighteen (18) permanent employees.
Parking Density:	Not to exceed eighteen (18) unreserved and two (2) reserved parking spaces.
Parking and Parking Charge:	Landlord agrees to provide parking, unreserved, in common for employees without charge for the first sixty (60) months of the lease Term based upon four (4) parking spaces for every one thousand (1,000) rentable square feet.  After November 30, 2003, Tenant shall pay for parking as Additional Rent based upon the number of parking spaces defined in Parking Density, multiplied by the following rates during the Initial Term: unreserved parking shall be $45 per stall per month; reserved customer parking shall be $75 per stall per month; reserved Tenant parking shall be offered starting at $65 per stall per month (price dependent on location) subject to increase thereafter.  Inclusive of the Parking Density, Tenant shall have two (2) customer parking stalls near the entrance to the Premises for ATM customers.  Note that all parking is subject to pre-existing rights.  Parking will be provided during the hours of 8:00 AM to 6:00

OFFICE GROSS LEASE

for

STADIUM TOWERS PLAZA

Anaheim, California

By and Between

Spieker Properties, L. P.,

a California limited partnership

as Landlord

and

Bank of Commerce,

A California corporation

as Tenant

BASIC LEASE INFORMATION

OFFICE GROSS

LEASE DATE:	November 16, 1998
TENANT:	Bank of Commerce, a California corporation
TENANT’S NOTICE ADDRESS:	2400 East Katella Avenue, Suite 125
	Anaheim, CA 92806
	With a copy to:
	John Smith
	Bank of Commerce
	9918 Hibert, 2nd Floor
	San Diego, CA 92131-1018
TENANT’S BILLING ADDRESS:	9918 Hibert, 2nd Floor
	San Diego, CA 92131-1018
TENANT CONTACT:          John Smith	PHONE NUMBER:    619/536-4540
	FAX NUMBER:         619/536-1068
LANDLORD:	Spieker Properties, L.P., a California limited partnership
LANDLORD CONTACT: Angela Pulizzi	PHONE NUMBER: 714/978-9300
	FAX NUMBER: 714/978-9339
LANDLORD’S NOTICE ADDRESS:	2400 E. Katella Avenue, Suite 580, Anaheim CA 92806
LANDLORD’S REMITTANCE ADDRESS:	Dept. #11931, P.O. Box 60077, Los Angeles, CA 90060-0077
Project Description:	A master planned office development currently consisting of one twelve (12) story high rise office building and parking structure along with appurtenances as shown as Exhibit “A” attached hereto.  Landlord plans to cause a high rise office building (“Phase 2”) to be constructed on the adjacent parcel.  The Project together with the Building and Phase 2 and all related improvements, facilities, and appurtenances, shall hereinafter be collectively referred to as the Project and commonly known as Stadium Towers Plaza.
Building Description:	A twelve (12) story high-rise office building commonly known as Stadium Towers Plaza and located at 2400 E. Katelia Ave., Anaheim as shown on Exhibit “A” attached hereto.
Premises:	Suitte 125 of the Building consisting of approximately 4,602 rentable square feet as shown on Exhibit “B”.
Permitted Use:	General office and retail and related services for a bank and no other use.
Occupancy Density:	Not to exceed eighteen (18) permanent employees.
Parking Density:	Not to exceed eighteen (18) unreserved and two (2) reserved parking spaces.
Parking and Parking Charge:	Landlord agrees to provide parking, unreserved, in common for employees without charge for the first sixty (60) months of the lease Term based upon four (4) parking spaces for every one thousand (1,000) rentable square feet.  After November 30, 2003, Tenant shall pay for parking as Additional Rent based upon the number of parking spaces defined in Parking Density, multiplied by the following rates during the Initial Term: unreserved parking shall be $45 per stall per month; reserved customer parking shall be $75 per stall per month; reserved Tenant parking shall be offered staring at $65 per stall per month (price dependent on location) subject to increase thereafter.  Inclusive of the Parking Density, Tenant shall have two (2) customer parking stalls near the entrance to the Premises for ATM customers.  Note that all parking is subject to pre-existing rights.  Parking will be provided during the hours of 8:00 AM to 6:00

	PM, Monday through Friday only. Should Tenant request additional parking spaces, Landlord, at Landlord’s sole descretion, shall determine rule, location and availability.
Scheduled Term Commencement Date:	December 1, 1998
Scheduled Length of Term	120 months
Scheduled Term Expiration Date:	November 30, 2008
Rent:

Base Rent:	Month	Monthly Base Rent
12-1-98	1-12	$	8,974
12-1-99	13-24	$	9,243
12-1-00	25-36	$	9,520
	37-48	$	9,806
	49-60	$	10,100
	61-72	$	10,403
	73-84	$	10,715
	85-96	$	11,037
	97-108	$	11,368
	109-120	$	11,709

Base Year for Operating Expenses:	1999 calendar year.
Security Deposit:	$14,636
Tenant’s Proportionate Share:
Of Building	Rentable area of the Premises divided by rentable area of Building: 1.80%
Of Project:	Rentable area of the Premises divided by rentable area of the Building (as determined by Landlord in a commercially reasonable manner). In addition, Tenant shall pay a equitable proportionate share of the Operating Expenses of the exterior common areas of the Project (including the parking structures), based upon the rentable square footage of Tenant's Premises divided by the leasable square footage of the Project.  In no event shall Tenant be responsible for any costs associated with the construction (or unchanged [ILLEGIBLE] costs) of the proposed Phase 2 office building as described in Project Description, share:1.80%

The foregoing Basic Lease Information is incorporated into and made a part of the Lease.  Each reference in this Lease to any of the Basic Lease Information shall mean the respective information above and shall be construed to incorporate all of the terms provided under the particular Lease paragraph pertaining to such information.  In the event of any conflict between the Basic Lease Information and the Lease, the latter shall control.

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LANDLORD		TENANT
Spieker Properties, L.P.,		Bank of Commerce
a California limited partnership		a California corporation
By: Spieker Properties, Inc.,
a Maryland corporation,
its general partner
By:	/s/ Alan Dibartolomeo	By:	/s/ Ernest Gwin
	Alan Dibartolomeo		Ernest Gwin
	Vice President		Senior Vice President, Regional Manager
By:	/s/ John Davenport	By:	/s/ Gary Cristofani
	John Davenport		Gary Cristofani
	Regional Senior Vice President		Executive Vice President

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TABLE OF CONTENTS

		Page
	Basic Lease Information	1
	Table of Contents	3
1.	Premises	5
2	Possession and Lease Commencement	5
3.	Term	5
4.	Use	5
5.	Rules and Regulations	6
6.	Rent	6
7.	Operating Expenses	7
8.	Insurance and Indemnification	8
9.	Waiver of Subrogation	9
10.	Landlord’s Repairs and Maintenance	10
11.	Tenant’s Repair and Maintenance	10
12.	Alterations	10
13.	Signs	11
14.	Inspection/Posting Notices	11
15.	Services and Utilities	11
16.	Subordination	12
17.	Financial Statements	12
18.	Estoppel Certificate	12
19.	Security Deposit	12
20.	Limitation of Tenant’s Remedies	12
21.	Assignment and Subletting	13
22.	Authority of Tenant	13
23.	Condemnation	14
24.	Causalty Damage	14
25.	Holding Over	15
26.	Default	15
27.	Liens	16
28.	Substitution	16
29.	Transfers by Landlord	16
30.	Right of Landlord to Perform Tenant’s Covenants	17
31.	Waiver	17
32.	Notices	17
33.	Attorney’s Fees	17
34.	Successors And Assigns	17
35.	Force Majetre	17
36.	Surrender of Premises	17
37.	Parking	18
38.	Miscellaneous	18
39.	Additional Provisions	19
40.	Jury Trial Waiver	20
	Signatures	20

Exhibits:
	Exhibit A	Site Plan/Property Description
	Exhibit B	Outline of Premises
	Exhibit C	Tenant Improvements and Specifications
	Exhibit C-1	Space Plan
	Exhibit D	Building/Project Rules and Regulations
	Exhibit E	Parking Rules and Regulations
	Exhibit F	Building Signage Criteria
	Exhibit F-1	Building Eyebrow Signage
	Exhibit G	Janitorial Specifications

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LEASE

THIS LEASE is made as of the 15th day of November, 1998, by and between Spieker Properties, L.P., a California limited partnership, (hereinafter called “Landlord”), Bank of Commerce, a California corporation, (hereinafter called “Tenant”).

1.PREMISES

Landlord leases to Tenant and Tenant leases from Landlord, upon the terms and conditions hereinafter set forth, those premises (the “Premises”) outlined in red on Exhibit B and described in the Basic Lease Information. The Premises shall be all or part of a building (the “Building”) and of a project (the “Project”), which may consist of more than one building and additional facilities, as described in the Basic Lease Information. The Building and Project are outlined in blue and green respectively on Exhibit A. Landlord and Tenant acknowledge that physical changes may occur from time to time in the Premises, Building or Project, and that the number of buildings and additional facilities which constitute the Project may change from time to time, which may result in an adjustment in Tenant’s Proportionate Share, as defined in the Basic Lease Information, as provided in Paragraph 7.A.

2.POSSESSION AND LEASE COMMENCEMENT

A.            Existing Improvements. If this Lease pertains to a Premises in which the interior improvements have already been constructed (“Existing Improvements”), the provisions of this Paragraph 2.A. shall apply and the term commencement date (“Term Commencement Date”) shall be the earlier of the date on which (1) Tenant [ILLEGIBLE] possession of some or all of the Premises; or (2) Landlord notifies Tenant that Tenant may occupy the Premises.  If for any reason Landlord cannot deliver possession of the Premises to Tenant on the scheduled Term Commencement Date, Landlord shall not be subject to any liability therefor, nor shall Landlord be in default hereunder nor shall such failure affect the validity of this Lease, and Tenant agrees to accept possession of the Premises at such [ILLEGIBLE] as Landlord is able to deliver the same, which date shall then be deemed the Term Commencement  Date.  Tenant shall not be liable for any Rent (defined below) for any period prior to the Term Commencement Date.  Tenant acknowledges that Tenant has inspected and accepts the Premises in their present condition, “as in” and as suitable for, the Permitted Use (as defined below), and for Tenant’s intended operations in the Premises, Tenant agrees that the Premises and other improvements are in good and satisfactory condition as of when possession was taken.  Tenant further acknowledges that no representations as to the condition or repair of the Premises nor promises to alter [ILLEGIBLE] or improve the Premises have been made by Landlord or any agents of Landlord unless such are expressly set forth in this Lease. Upon Landlord’s request, Tenant shall promptly execute and return to Landlord a “Start Up Letter” in which Tenant shall agree among other things, to acceptance of the Premises and to the determination of the Term Commencement Date, in accordance with the terms of this Lease, but Tenant’s failure or refusal to do so shall not negate Tenant’s acceptance of the Premises or affect determination of the Term Commencement Date.

B.Construction of Improvements. If this Lease pertains to a Building to be constructed or improvements to be constructed within a Building, the provisions of this Paragraph 2.B. shall apply in lieu of the provisions of Paragraph 2.A. above and the term commencement date (“Term Commencement Date”) shall be the earlier of the date on which: (1) Tenant takes possession of some or all of the Premises; or (2) the improvements to be constructed or performed in the Premises by Landlord (if any) shall have been substantially completed in accordance with the plans and specifications, if any, described on Exhibit C and Tenant’s taking of possession of the Premises or any part thereof shall constitute Tenant’s confirmation of substantial completion for all purposes hereof, whether or not substantial completion of the Building or Project shall have occurred.  If for any reason Landlord cannot deliver possession of the Premises to Tenant on the scheduled Term Commencement Date, Landlord shall not be subject to any liability therefor, nor shall Landlord be in default hereunder nor shall such failure affect the validity of this Lease, and Tenant agrees to accept possession of the Premises at such time as such improvements have been substantially completed, which date shall then be deemed the Term Commencement Date. Tenant shall not be liable for any Rent for any period prior to the Term Commencement Date (but without affecting any obligations of Tenant under any improvement agreement appended to this Lease).  In the event of any dispute as to substantial completion of work performed or required to be performed by Landlord, the certificate of Landlord’s architect or general contractor shall be conclusive.  Substantial completion shall have occurred notwithstanding Tenant’s submission of a punchlist to Landlord, which Tenant shall submit, if at all, within five(5) three (3) business days after the Term Commencement Date or otherwise in accordance with any improvement agreement appended to this Lease. Upon Landlord’s request, Tenant shall promptly execute and return to Landlord a “Start-up Letter” in which Tenant shall agree, among other things, to acceptance of the Premises and to the determination of the Term Commencement Date, in accordance with the terms of this Lease, but Tenant’s failure or refusal to do so shall not negate Tenant’s acceptance of the Premises or affect determination of the Term Commencement Date. Substantial completion is hereinafter defined as the work contemplated on Exhibit “C” and Exhibit “C-1” being completed less nominal cosmetic, deficiencies to the wall, floor and millwork surfaces and other missing or incomplete components of the improvements, which would not substantially interfere with Tenant’s conduct of its business.  Notwithstanding anything to the contrary contained in this Lease the Scheduled Term Commencement Date shall occur on December 1, 1998, regardless of when the Premises are tendered to Tenant, substantially completed, Tenant agrees to use commercially reasonable efforts to control its customers, visitors and invitees and otherwise to prevent any of them from causing damage to the Building, Premises or any person on or about the Premises. In the event that Tenant fails to use such commercially reasonable efforts to control the activities of Tenant’s customers, visitors and invitees and this failure is a cause of damage to the Building, Premises or any person lawfully on our about the Premises,  Tenant shall indemnify Landlord, pursuant to the provisions of Paragraph 8(c), for any damages caused by such customers, visitors and invitees.

3.TERM

The term of this Lease (the “Term”) shall commence on the Term Commencement Date and continue in full force and effect for the number of months specified as the Length of Term in the Basic Lease Information or until this Lease is terminated as otherwise provided herein. If the Term Commencement Date is a date other than the first day of the calendar month, the Term shall be the number of months of the Length of Term in addition to the remainder of the calender month following the Term Commencement Date.

4.USE

A.General. Tenant shall use the Premises for the permitted use specified in the Basic Lease Information (“Permitted Use”) and for no other use or purpose. Tenant shall use commercially reasonable efforts to control Tenant’s employees, agents, customers, visitors, invitees, licensees, contractors, assignees and subtenants (collectively, “Tenant’s Parties”) in such a manner that Tenant and Tenant’s Parties cumulatively do not exceed the occupant density (the “Occupancy Density”) or the parking density (the “Parking Density”) specified in the Basic Lease Information at any time.  Tenant shall pay the Parking Charge specified in the Basic Lease Information as Additional Rent (as hereinafter defined) hereunder.  So long as Tenant is occupying the Premises,  Tenant and Tenant’s Parties shall have the nonexclusive right to use, in common with other parties occupying the Building or project, the parking areas, driveways and other

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common areas of the Building and Project, subject to the terms of this Lease and such rules and regulations as Landlord may from time to time prescribe.  Landlord reserves the right, without notice or liability or cost to Tenant, and without the same constituting an actual or constructive eviction, to alter or modify the common areas from time to time, in a commercially reasonable manner, including the location and configuration thereof, and the amenities and facilities which Landlord may determine to provide from time to time.  Notwithstanding the foregoing, Landlord shall use commercially reasonable efforts to avoid blocking occurs to the ATM and Night Drop.

B.Limitations. Tenant shall not permit any odors, smoke, dust, gas, substances, noise or vibrations to emanate from the Premises or from any portion of the common areas as a result of Tenant’s or any Tenant’s Party’s use thereof, nor take any action which would constitute a nuisance or would disturb, obstruct or endanger any other tenants or occupants of the Building or Project or elsewhere, or interfere with their use of their respective premises or common areas. Storage outside the Premises of materials, vehicles or any other items is prohibited. Tenant shall not use or allow the Premises to be used for any immoral, improper or unlawful purpose, nor shall Tenant cause or maintain or permit any nuisance in, on or about the Premises. Tenant shall not commit or suffer the commission of any waste in, on or about the Premises. Tenant shall not allow any sale by auction upon the Premises, or place any loads upon the floors, walls or ceilings which could endanger the structure, or place any harmful substances in the drainage system of the Building or Project. No waste, materials or refuse shall be dumped upon or permitted to remain outside the Premises. Landlord shall not be responsible to Tenant for the non-compliance by any other tenant or occupant of the Building or Project with any of the above-referenced rules or any other terms or provisions of such tenant’s or occupant’s lease or other contract. Landlord shall use commercially reasonable efforts to enforce the rules and regulations in a non-discriminatory manner.

C.Compliance with Regulations. By entering the Premises (when Landlord tenders the premises to Tenant, substantially completed). Tenant accepts the Premises in the condition existing as of the date of such entry.  Tenant shall at its sole cost and expense strictly comply with all existing or future applicable municipal, state and federal and other governmental statutes, rules, requirements, regulations, laws and ordinances, including zoning ordinances and regulations, and covenants, assements and restrictions of record governing and relating to the use, occupancy or possession of the Premises, to Tenant’s use of the common areas, or to the use, storage, generation or disposal of Hazardous Materials (hereinafter defined) (collectively “Regulations”).  Tenant shall at its sole cost and expense obtain any and all licenses or permits necessary for Tenant’s use of the Premises. Tenant shall at its sole cost and expense promptly comply with the requirements of any board of fire underwriters or other similar body now or hereafter constituted. Tenant shall not do or permit anything to be done in, on, under or about the Project or bring or keep anything which will in any way increase the rate of any insurance upon the Premises, Building or Project or upon any contents therein or cause a cancellation of said insurance or otherwise affect said insurance in any manner.  Tenant shall indemnify, defend (by counsel reasonably acceptable to Landlord), protect and hold Landlord harmless from and against any loss, cost, expense, damage, attorneys’ fees or liability arising out of the failure of Tenant to comply with any Regulation. Tenant’s obligations pursuant to the foregoing indemnity shall survive the expiration or earlier termination of this Lease.

D.Hazardous Materials. As used in this Lease, “Hazardous Materials” shall include, but not be limited to, hazardous, toxic and radioactive materials and those substances defined as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,” or other similar designations in any Regulation. Tenant shall not cause, or allow any of Tenant’s Parties to cause, any Hazardous Materials to be handled, used, generated, stored, released or disposed of in, on, under or about the Premises, the Building or the Project or surrounding land or environment in violation of any Regulations. Tenant must obtain Landlord’s written consent prior to the introduction of any Hazardous Materials onto the Project. Notwithstanding the foregoing, Tenant may handle, store, use and dispose of products containing small quantities of Hazardous Materials for “general office purposes” (such as toner for copiers) to the extent customary and necessary for the Permitted Use of the Premises; provided that Tenant shall always handle, store, use, and dispose of any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials to contaminate the Premises, Building, or Project or surrounding land or environment. Tenant shall immediately notify Landlord in writing of any Hazardous Materials’ contamination of any portion of the Project of which Tenant becomes aware, whether or not caused by Tenant. Landlord shall have the right at all reasonable times to inspect the Premises and to conduct tests and investigations to determine whether Tenant is in compliance with the foregoing provisions, the costs of all such inspections, tests and investigations to be borne by Tenant.  Tenant shall indemnify, defend (by counsel reasonably acceptable to Landlord), protect and hold Landlord harmless from and against any and all claims, liabilities, losses, costs, loss of rents, liens, damages, injuries or expenses (including attorneys’ and consultants’ fees and court costs), demands, causes of action, or judgments directly or indirectly arising out of or related to the use, generation, storage, release, or disposal of Hazardous Materials by Tenant or any of Tenant’s Parties in, on, under or about the Premises, the Building or the Project or surrounding land or environment, which indemnity shall include, without limitation, damages for personal or bodily injury, property damage, damage to the environment or natural resources occurring on or off the Premises, losses attributable to diminution in value or adverse effects on marketability, the cost of any investigation, monitoring, government oversight, repair, removal, remediation, restoration, abatement, and disposal, and the preparation of any closure or other required plans, whether such action is required or necessary prior to or following the expiration or earlier termination of this Lease.  Neither the consent by Landlord to the use, generation, storage, release or disposal of Hazardous Materials nor the strict compliance by Tenant with all laws pertaining to Hazardous Materials shall excuse Tenant from Tenant’s obligation of indemnification pursuant to this Paragraph 4.D. Tenant’s obligations pursuant to the foregoing indemnity shall survive the expiration or earlier termination of this Lease.

5. RULES AND REGULATIONS

Tenant shall faithfully observe and comply with the building rules and regulations attached hereto as Exhibit D and any other rules and regulations and any modifications or additions thereto which Landlord may from time to time prescribe in writing for the purpose of maintaining the proper care, cleanliness, safety, traffic flow and general order of the Premises or the Building or Project. Tenant shall cause Tenant’s Parties to comply with such rules and regulations. Landlord shall not be responsible to Tenant for the non-compliance by any other tenant or occupant of the Building or Project with any of such rules and regulations, any other tenant’s or occupant’s lease or any Regulations. Landlord shall use commercially reasonable efforts to enforce the rules and regulations in a non-discriminatory manner.

6. RENT

A.Base Rent. Tenant shall pay to Landlord and Landlord shall receive, without notice or demand throughout the Term, Base Rent as specified in the Basic Lease Information, payable in monthly installments in advance on or before the first day of each calendar month, in lawful money of the United States, without deduction or offset whatsoever, at the Remittance Address specified in the Basic Lease Information or to such other place as Landlord may from time to time designate in writing. Base Rent for the first full month of the Term shall be paid by Tenant upon Tenant’s execution of this Lease. If the obligation for payment of Base Rent commences on a day other than the first day of a month, then Base Rent shall be prorated and the prorated installment shall be paid on the first day of the calendar month next succeeding the Term Commencement Date.  The Base Rent payable by Tenant hereunder is subject to adjustment as provided elsewhere in this Lease, as applicable.  As used herein, the term “Base Rent” shall mean the Base Rent specified in the Basic Lease Information as it may be so adjusted from time to time.

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B.Additional Rent. All monies other than Base Rent required to be paid by Tenant hereunder, including, but not limited to, Tenant’s Proportionate Share of Operating Expenses, as specified in Paragraph 7 of this Lease, charges to be paid by Tenant under Paragraph 15, the interest and late charge described in Paragraphs 26.C. and D., and any monies spent by Landlord pursuant to Paragraph 30, shall be considered additional rent (“Additional Rent”). “Rent” shall mean Base Rent and Additional Rent.

7.OPERATING EXPENSES

A.Operating Expenses. In addition to the Base Rent required to be paid hereunder, beginning with the expiration of the Base Year specified in the Basic Lease Information (the “Base Year”), Tenant shall pay as Additional Rent, Tenant’s Proportionate Share of the Building and/or Project (as applicable), as defined in the Basic Lease Information, of increases in Operating Expenses (defined below) over the Operating Expenses incurred by Landlord during the Base Year (the “Base Year Operating Expenses”), in the manner set forth below.  Tenant shall pay the applicable Tenant’s Proportionate Share of each such Operating Expenses.  Landlord and Tenant acknowledge that if the number of buildings which constitute the Project increases or decreases, or if physical changes are made to the Premises, Building or Project or the configuration of any thereof, Landlord consistent with the provisions of the Basic Lease Information and in a commercially reasonable manner, may adjust Tenant’s Proportionate Share of the Building or Project to reflect the change may at its discretion reasonably adjust Tenant’s Proportionate Share of the Building or Project to reflect the charge Landlord’s determination of Tenant’s Proportionate share of the Building and of the Project shall be conclusive so long as it is reasonably and consistently applied.  “Operating Expenses” shall mean all expenses and costs of every kind and nature which Landlord shall pay or become obligated to pay, because of or in connection with the ownership, management, maintenance, repair preservation, replacement and operation of the Building or Project and its supporting facilities and such additional facilities now and in subsequent years as may be determined by Landlord to be necessary or desirable to the Building and/or Project (as determined in a reasonable manner) other than those expenses and costs which are specifically attributable to Tenant or which are expressly made the financial responsibility of Landlord or specific tenants of the Building or Project pursuant to this Lease. Operating Expenses shall include, but are not limited to, the following:

(1)Taxes. All real property taxes and assessments, possessory interest taxes, sales taxes, personal property taxes, business or license taxes or fees, gross receipts taxes, service payments in lieu of such taxes or fees, annual or periodic license or use fees, excises, transit charges, and other impositions, general and special, ordinary and extraordinary, unforeseen as well as foreseen, of any kind (including fees “in-lieu” of any such tax or assessment) which are now or hereafter assessed, levied, charged, confirmed, or imposed by any public authority upon the Building or Project, its operations or the Rent (or any portion or component thereof), or any tax, assessment or fee imposed in substitution, partially or totally, of any of the above. Operating Expenses shall also include any taxes, assessments, reassessments, or other fees or impositions with respect to the development, leasing, management, maintenance, alteration, repair, use or occupancy of the Premises. Building or Project or any portion thereof, including, without limitation, by or for Tenant, and all increases therein or reassessments thereof whether the increases or reassessments result from increased rate and/or valuation (whether upon a transfer of the Building or Project or any portion thereof or any interest therein or for any other reason). Operating Expenses shall not include inheritance or estate taxes imposed upon or assessed against the interest of any person in the Project, or taxes computed upon the basis of the net income of any owners of any interest in the Project. If it shall not be lawful for Tenant to reimburse Landlord for all or any part of such taxes, the monthly rental payable to Landlord under this Lease shall be revised to net Landlord the same net rental after imposition of any such taxes by Landlord as would have been payable to Landlord prior to the payment of any such taxes.

(2)Insurances.  All insurance premiums and costs, including, but not limited to, any deducible amounts, premiums and others costs of insurance incurred by Landlord, including for the insurance coverage set forth in Paragraph 8.A. herein.

(3)Common Area Maintenance.

(a)Repairs, replacements, and general maintenance of and for the Building and Project and public and common areas and facilities of and comprising the Building and Project, including, but not limited to, the roof and roof membrane, windows, elevators, restrooms, conference rooms, health club facilities, lobbies, mezzanines, balconies, mechanical rooms, building exteriors, alarm systems, pest extermination, landscaped areas, parking and service areas, driveways, sidewalks, loading areas, fire sprinkler systems, sanitary and storm sewer lines, utility services, heating/ventilation/air conditioning systems, electrical, mechanical or other systems, telephone equipment and wiring servicing, plumbing, lighting, and any other items or areas which affect the operation or appearance of the Building or Project, which determination shall be at Landlord’s discretion (provided that any replacements shall be of at least the same or similar materials and quality of that which is being replaced), except for: those items expressly made the financial responsibility of Landlord pursuant to Paragraph 10 hereof; those items to the extend paid for by the proceeds of insurance; and those items attributable solely or jointly to specific tenants of the Building or Project.

(b)Repairs, replacements, and general maintenance shall include the cost of any capital improvements made to or capital assets acquired for the Project or Building that in Landlord’s discretion will may reduce any other Operating Expenses, including present or future repair work, are reasonably necessary for the health and safety of the occupants of the Building or Project, or are required to comply with any Regulation, such costs or allocable portions thereof to be amortized over such reasonable period as Landlord shall determine, together with interest on the unamortized balance at the publicly announced “prime rate” charged by Wells Fargo Bank, N.A. (San Francisco) or its successor at the time such improvements or capital assets are constructed or acquired, plus two (2) percentage points, or in the absence of such prime rate, then at the U.S. Treasury six-month market note (or bond, if so designated) rate as published by any national financial publication selected by Landlord, plus four (4) percentage points, but in no event more than the maximum rate permitted by law, plus reasonable financing charges.

(c)Payment under or for any easement, license, permit, operating agreement, declaration, restrictive covenant or instrument relating to the Building or Project.

(d)All expenses and rental related to services and costs of supplies, materials and equipment used in operating, managing and maintaining the Premises, Building and Project, the equipment therein and the adjacent sidewalks, driveways, parking and service areas, including, without limitation, expenses related to service agreements regarding security, fire and other alarm systems, janitorial services, window cleaning, elevator maintenance, Building exterior maintenance, landscaping and expenses related to the administration, management and operation of the Project, including without limitation salaries, wages and benefits and management office rent.

(e)The cost of supplying any services and utilities which benefit all or a portion of the Premises, Building or Project, including without limitation services and utilities provided pursuant to Paragraph 15 hereof.

(f)Commercially reasonable legal expenses and the cost of audits by certified public accountants (except those charged to Landlord under Sub-Paragraph (E), below): provided, however, that legal expenses chargeable as

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Operating Expenses shall not include the cost of negotiating leases, collecting rents, evicting tenants nor shall it include costs incurred in legal proceedings with or against any tenant or to enforce the provisions of any lease.

(g)A management and accounting cost recovery fee equal to five percent (5%) of the sum of the Building’s Project’s base rents and Operating Expenses (including Tenant’s Proportionate Share of the Project) to the extent not included in such base rents (other than such management and accounting fee).

If the rentable area of the Building and/or Project is not fully occupied during any fiscal year of the Term as determined by Landlord, an adjustment may be made in Landlord’s discretion in computing the Operating Expenses for such year to that Tenant pays an equitable portion of all variable items (e.g., utilities, janitorial services and other component expenses that are affected by variations in occupancy levels) of Operating Expenses, as reasonably determined by Landlord; provided, however, that is no event shall Landlord be entitled to collect in excess of one hundred percent (100%) of the total Operating Expenses from all of the tenants in the Building or Project, as the case may be.

Operating Expenses shall not include the cost of providing tenant improvements or other specific costs incurred for the account of, separately billed to and paid by specific tenants of the Building or Project, the initial construction cost of the Building, or debt service on any mortgage or deed of trust recorded with respect to the Project other than pursuant to Paragraph 7.A.(3)(b) above.  Notwithstanding anything herein to the contrary, in any instance where Landlord, in Landlord’s sole discretion, deems Tenant to be responsible for any amounts greater than Tenant’s Proportionate Share, Landlord shall have the right to allocate such costs to Tenant. in any manner Landlord deems appropriate.

The above enumeration of services and facilities shall not be deemed to impose an obligation on Landlord to make available or provide such services or facilities except to the extent if any that Landlord has specifically agreed elsewhere in this Lease to make the same available or provide the same.  Without limiting the generally of the foregoing, Tenant acknowledges and agrees that it shall be responsible for providing adequate security for its use of the Premises, the Building and the Project and that Landlord shall have no obligation or liability with respect thereto, except to the extent if any that Landlord has specifically agreed elsewhere in this Lease to provide the same.

B.Payment of Estimated Operating Expenses. “Estimated Operating Expenses” for any particular year shall mean Landlord’s estimate of the Operating Expenses for such fiscal year made with respect to such fiscal year as hereinafter provided.  Landlord shall have the right from time to time to revise its fiscal year and interim accounting periods so long as the periods as so revised are reconciled with prior periods in a reasonable manner.  During the last month of each fiscal year during the Term, or as soon thereafter as practicable, Landlord shall give Tenant written notice of the Estimated Operating Expenses for the ensuring fiscal year.  Tenant shall pay Tenant’s Proportionate Share of the difference between Estimated Operating Expenses and Base Year Operating Expenses with installments of Base Rent for the fiscal year to which the Estimated Operating Expenses applies in monthly installments on the first day of each calendar month during such year, in advance.  Such payment shall be construed to be Additional Rent for all purposes hereunder.  If at any time during the course of the fiscal year, Landlord determines that Operating Expenses are projected to vary from the then Estimated Operating Expenses by more than five percent (5%). Landlord may, by written notice to Tenant, revise the Estimated Operating Expenses for the balance of such fiscal year, and Tenant’s monthly installments for the remainder of such year shall be adjusted so that by the end of such fiscal year Tenant has paid to Landlord Tenant’s Proportionate Share of the revised difference between Estimated Operating Expenses and Base Year Operating Expenses for such year, such revised installment amounts to be Additional Rent for all purposes hereunder.

C.Computation of Operating Expense Adjustment. “Operating Expense Adjustment” shall mean the difference between Estimated Operating Expenses and actual Operating Expenses for any fiscal year, over Base Year Operating Expenses, determined as hereinafter provided. Within one hundred twenty (120) days after the end of each fiscal year, or as soon thereafter as practicable, Landlord shall deliver to Tenant a statement of actual Operating Expenses for the fiscal year just ended, accompanied by a computation of Operating Expense Adjustment. If such statement shows that Tenant’s payment based upon Estimated Operating Expenses is less than Tenant’s Proportionate Share of actual increases in Operating Expenses over the Base Year Operating Expenses, then Tenant shall pay to Landlord the difference within twenty (20) days after receipt of such statement, such payment to constitute Additional Rent for all purposes hereunder. If such statement shows that Tenant’s payments of Estimated Operating Expenses exceed Tenant’s Proportionate Share of actual increases in Operating Expenses over the Base Year Operating Expenses, then (provided that Tenant is not in default under this Lease) Landlord shall pay to Tenant the difference within twenty (20) days after delivery of such statement to Tenant. If this Lease has been terminated or the Term hereof has expired prior to the date of such statement, then the Operating Expense Adjustment shall be paid by the appropriate party within twenty (20) days after the date of delivery of the statement. Tenant’s obligation to pay increases in Operating Expenses over the Base Year Operating Expenses shall commence on January 1 of the year succeeding the Base Year. Should this Lease terminate at any time other than the last day of the fiscal year, Tenant’s Proportionate Share of the Operating Expense Adjustment shall be prorated based on a month of 30 days and the number of calendar months during such fiscal year that this Lease is in effect. Tenant shall in no event be entitled to any credit if Operating Expenses in any year are less than Base Year Operating Expenses. Notwithstanding anything to the contrary contained in Paragraph 7.A or 7.B, Landlord’s failure to provide any notices or statements within the time periods specified in those paragraphs shall in no way excuse Tenant from its obligation to pay Tenant’s Proportionate Share of increases in Operating Expenses.

D.Gross Lease.  This shall be a gross Lease; however, it is intended that Base Rent shall be paid to Landlord absolutely net of all costs and expenses other than Operating Expenses each year equal to Tenant’s Proportionate Share of Base Year Operating Expenses, except as otherwise specifically provided to the contrary in this Lease.  The provisions for payment of increases in Operating Expenses and the Operating Expense Adjustment are intended to pass on to Tenant and reimburse Landlord for all costs and expenses of the nature described in Paragraph 7.A. incurred in connection with the ownership, management, maintenance, repair, preservation, replacement and operation of the Building and/or Project and its supporting facilities and such additional facilities, in excess of the Base Year Operating Expenses, now and in subsequent years as may be determined by Landlord to be necessary or desirable to the Building and/or Project.

E.Tenant Audit.  If Tenant shall dispute the amount set forth in any statement provided by Landlord under Paragraph 7.B. or 7.C. above, Tenant shall have the right, not later than sixty (60) twenty (20) days following receipt of such statement and upon the condition that Tenant shall first deposit with Landlord the full amount in dispute, to cause Landlord’s books and records with respect to Operating Expenses for such fiscal year to be audited by certified public accountants selected by Tenant and subject to Landlord’s reasonable right of approval.  The Operating Expense Adjustment shall be appropriately adjusted on the basis of such audit.  If such audit discloses a liability for a refund in excess of ten percent (10%) of Tenant’s Proportionate Share of the Operating Expenses previously reported, the cost of such audit shall be borne by Landlord; otherwise the cost of such audit shall be paid by Tenant.  If Tenant shall not request an audit in accordance with the provisions of this Paragraph 7.E within sixty (60) twenty (20) days after receipt of Landlord’s statement provided pursuant to Paragraph 7.B. or 7.C., such statement shall be final and binding for all purposes hereof.

8.INSURANCE AND INDEMNIFICATION

A.Landlord’s Insurance.  All insurance maintained by Landlord shall be for the sole benefit of Landlord and under Landlord’s sole control.

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(1)Property Insurance. Landlord agrees to maintain property insurance insuring the Building against damage or destruction due to risk including fire, vandalism, and malicious mischief in an amount not less than the replacement cost thereof, in the form and with deductibles and endorsements as selected by Landlord. At its election, Landlord may instead (but shall have no obligation to) obtain “All Risk” coverage, and may also obtain earthquake, pollution, and/or flood Insurance in amounts selected by Landlord.

(2)Optional Insurance. Landlord, at Landlord’s option, may also (but shall have no obligation to) carry insurance against loss of rent, in an amount equal to the amount of Base Rent and Additional Rent that Landlord could be required to abate to all Building tenants in the event of condemnation or casualty damage for a period of twelve (12) months. Landlord may also (but shall have no obligation to) carry such other insurance as Landlord may deem prudent or advisable, including, without limitation, liability insurance in such amounts and on such terms as Landlord shall determine. Landlord shall not be obligated to insure, and shall have no responsibility whatsoever for any damage to, any furniture, machinery, goods, inventory or supplies, or other personal property or fixtures which Tenant may keep or maintain in the Premises, or any leasehold improvements, additions or alterations within the Premises.

B.Tenant’s Insurance.

(1)Property Insurance. Tenant shall procure at Tenant’s sole cost and expense and keep in effect from the date of this Lease and at all times until the end of the Term, insurance on all personal property and fixtures of Tenant and all improvements, additions or alterations made by or for Tenant to the Premises on an “All Risk” basis, insuring such property for the full replacement value of such property.

(2)Liability Insurance. Tenant shall procure at Tenant’s sole cost and expense and keep in effect from the date of this Lease and at all times until the end of the Term Commercial General Liability insurance covering bodily injury and property damage liability occurring in or about the Premises or arising out of the use and occupancy of the Premises and the Project, and any part of either, and any areas adjacent thereto, and the business operated by Tenant or by any other occupant of the Premises. Such insurance shall include contractual liability insurance coverage insuring all of Tenant’s indemnity obligations under this Lease. Such coverage shall have a minimum combined single limit of liability of at least Two Million Dollars ($2,000,000), and a minimum general aggregate limit of Three Million Dollars ($3,000,000), with an “Additional Insured –Managers or Lessors of Premises Endorsement.” All such policies shall be written to apply to all bodily injury (including death), property damage or loss, personal and advertising injury and other covered loss, however occasioned, occurring during the policy term, shall be endorsed to add Landlord and any party holding an interest to which this Lease may be subordinated as an additional insured, and shall provide that such coverage shall be “primary” and non-contributing with any insurance maintained by Landlord, which shall be excess insurance only. Such coverage shall also contain endorsements including employees as additional insureds if not covered by Tenant’s Commercial General Liability Insurance. All such insurance shall provide for the severability of interests of insureds; and shall be written on an “occurrence” basis, which shall afford coverage for all claims based on acts, omissions, injury and damage, which occurred or arose (or the onset of which occurred or arose) in whole or in part during the policy period.

(3)Workers’ Compensation and Employers’ Liability Insurance. Tenant shall carry Workers’ Compensation Insurance as required by any Regulation, throughout the Term at Tenant’s sole cost and expense. Tenant shall also carry Employers’ Liability Insurance in amounts not less than One Million Dollars ($1,000,000) each accident for bodily injury by accident; One Million Dollars ($1,000,000) policy limit for bodily injury by disease; and One Million Dollars ($1,000,000) each employee for bodily injury by disease, throughout the Term at Tenant’s sole cost and expense.

(4)General Insurance Requirements. All coverages described in this Paragraph 8.B. shall be endorsed to (i) provide Landlord with thirty (30) days’ notice of cancellation or change in terms; and (ii) walve all rights of subrogation by the insurance carrier against Landlord. If at any time during the Term the amount or coverage of insurance which Tenant is required to carry under this Paragraph 8.B. is, in Landlord’s reasonable judgment, materially less than the amount or type of insurance coverage typically carried by owners or tenants of properties located in the general area in which the Premises are located which are similar to and operated for similar purposes as the Premises or if Tenant’s use of the Premises should change with or without Landlord’s consent, Landlord shall have the right to require Tenant to increase the amount or change the types of insurance coverage required under this Paragraph 8.B. All insurance policies required to be carried by Tenant under this Lease shall be written by companies rated A X or better in “Best’s Insurance Guide” and authorized to do business in the State of California. In any event deductible amounts under all insurance policies required to be carried by Tenant under this Lease shall not exceed Five Thousand Dollars ($5,000) per occurrence. Tenant shall deliver to Landlord on or before the Term Commencement Date, and thereafter at least thirty (30) days before the expiration dates of the expired policies, certified copies of Tenant’s insurance policies, or a certificate evidencing the same issued by the insurer thereunder; and, if Tenant shall fail to procure such insurance, or to deliver such policy or certificates, Landlord may, at Landlord’s option and in addition to Landlord’s other remedies in the event of a default by Tenant hereunder, procure the same for the account of Tenant, and the cost thereof shall be paid to Landlord as Additional Rent.

C.Indemnification. Tenant shall indemnify, defend by counsel reasonably acceptable to Landlord, protect and hold Landlord harmless from and against any and all claims, liabilities, losses, costs, loss of rents, liens, damages, injuries or expenses, including reasonable attorneys’ and consultants’ fees and court costs, demands, causes of action, or judgments, directly or indirectly arising out of or related to: (1) claims of injury to or death of persons or damage to property occurring or resulting directly or indirectly from the use or occupancy of the Premises, Building or Project by Tenant or Tenant’s Parties, or from activities or failures to act of Tenant or Tenant’s Parties; (2) claims arising from work or labor performed, or for materials or supplies furnished to or at the request or for the account of Tenant in connection with performance of any work done for the account of Tenant within the Premises or Project; (3) claims arising from any breach or default on the part of Tenant in the performance of any covenant contained in this Lease; and (4) claims arising from the negligence or intentional acts or omissions of Tenant or Tenant’s Parties. The foregoing indemnity by Tenant shall not be applicable to claims to the extent arising from the active gross negligence or willful misconduct of Landlord. Landlord shall not be liable to Tenant and Tenant hereby waives all claims against Landlord for any injury or damage to any person or property in or about the Premises, Building or Project by or from any cause whatsoever (other than Landlord’s active gross negligence or willful misconduct) and, without limiting the generality of the foregoing, whether caused by water leakage of any character from the roof, walls, basement or other portion of the Premises, Building or Project, or caused by gas, fire, oil or electricity in, on or about the Premises, Building or Project. The provisions of this Paragraph shall survive the expiration or earlier termination of this Lease.

9.WAIVER OF SUBROGATION

                To the extent permitted by law and without affecting the coverage provided by insurance to be maintained hereunder or any other rights or remedies, Landlord and Tenant each waive any right to recover against the other for: (a) damages for injury to or death of persons; (b) damages to property, including personal property; (c) damages to the Premises or any part thereof; and (d) claims arising by reason of the foregoing due to hazards covered by insurance maintained or required to be maintained pursuant to this Lease to the extent of

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proceeds recovered therefrom, or proceeds which would have been recoverable therefrom in the case of the failure of any party to maintain any insurance coverage required to be maintained by such party pursuant to this Lease. This provision is intended to waive fully, any rights and/or claims arising by reason of the foregoing, but only to the extent that any of the foregoing damages and/or claims referred to above are covered or would be covered, and only to the extent of such coverage, by insurance actually carried or required to be maintained pursuant to this Lease by either Landlord or Tenant. This provision is also intended to waive fully, and for the benefit of each party, any rights and/or claims which might give rise to a right of subrogation on any insurance carrier. Subject to all qualifications of this Paragraph 9, Landlord waives its rights as specified in this Paragraph 9 with respect to any subtenant that it has approved pursuant to Paragraph 21 but only in exchange for the written waiver of such rights to be given by such subtenant to Landlord upon such subtenant taking possession of the Premises or a portion thereof. Each party shall cause each insurance policy obtained by it to provide that the insurance company waives all right of recovery by way of subrogation against either party in connection with any damage covered by any policy.

10.LANDLORD’S REPAIRS AND MAINTENANCE

Landlord shall at Landlord’s expense maintain in good repair, reasonable wear and tear excepted, the structural soundness of the roof, foundations, and exterior walls of the Building. The term “exterior walls” as used herein shall not include windows, but not glass or interior plate glass, doors (the existing Tenant lobby doors- “Herculites” and surrounding interior plate glass are Tenant’s responsibility) special store fronts or office entries. Any damage caused by or repairs necessitated by any negligence or act of Tenant or Tenant’s Parties may be repaired by Landlord at Landlord’s option and Tenant’s expense. Tenant shall immediately give Landlord written notice of any defect or need of repairs in such components of the Building for which Landlord is responsible, after which Landlord shall have a reasonable opportunity and the right to enter the Premises at all reasonable times to repair same. Landlord’s liability with respect to any defects, repairs, or maintenance for which Landlord is responsible under any of the provisions of this Lease shall be limited to the cost of such repairs or maintenance, and there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business arising from the making of repairs, alterations or improvements in or to any portion of the Premises, the Building or the Project or to fixtures, appurtenances or equipment in the Building, except as provided in Paragraph 24. By taking possession of the Premises, Tenant accepts them “as is,” as being in good order, condition and repair and the condition  (subject to Tenant’s submission of a punchlist) in which Landlord is obligated to deliver them and suitable for the Permitted Use and Tenant’s intended operations in the Premises, whether or not any notice of acceptance is given.

11.TENANT’S REPAIRS AND MAINTENANCE

Tenant shall at all times during the Term at Tenant’s expense maintain all parts of the Premises and such portions of the Building as are within the exclusive control of Tenant in a first-class, good, clean and secure condition and promptly make all necessary repairs and replacements, as determined by Landlord, with materials and workmanship of the same character, kind and quality as the original. Notwithstanding anything to the contrary contained herein, Tenant shall, at its expense, promptly repair any damage to the Premises or the Building or Project resulting from or caused by any negligence or act of Tenant or Tenant’s Parties.

12.ALTERATIONS

A.Tenant shall not make, or allow to be made, any alterations, physical additions, improvements or attached partitions (excluding non-electrified movable portions), including without limitation the attachment of any fixtures or equipment, in, about or to the Premises (“Alterations”) without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld with respect to proposed Alterations which: (a) comply with all applicable Regulations; (b) are in Landlord’s opinion, compatible with the Building or the Project and its mechanical, plumbing, electrical, heating/ventilation/air conditioning systems, and will not cause the Building or Project or such systems to be required to be modified to comply with any Regulations (including, without limitation, the Americans With Disabilities Act); and (c) will not interfere with the use and occupancy of any other portion of the Building or Project by any other tenant or its invitees. Specifically, but without limiting the generality of the foregoing, Landlord shall have the right of written consent for all plans and specifications for the proposed Alterations, construction means and methods, all appropriate permits and licenses, any contractor or subcontractor to be employed on the work of Alterations, and the time for performance of such work, and may impose rules and regulations for contractors and subcontractors performing such work. Tenant shall also supply to Landlord any documents and information reasonably requested by Landlord in connection with Landlord’s consideration of a request for approval hereunder. Tenant shall cause all Alterations to be accomplished in a first-class, good and workmanlike manner, and to comply with all applicable Regulations and Paragraph 27 hereof. Tenant shall at Tenant’s sole expense, perform any additional work required under applicable Regulations due to the Alterations hereunder. No review or consent by Landlord of or to any proposed Alteration or additional work shall constitute a waiver of Tenant’s obligations under this Paragraph 12, nor constitute any warranty or representation that the same complies with all applicable Regulations, for which Tenant shall at all times be solely responsible. Tenant shall reimburse Landlord for all commercially reasonable) costs which Landlord may incur in connection with granting approval to Tenant for any such Alterations, including any costs or expenses which Landlord may incur in electing to have outside architects and engineers review said plans and specifications, and shall pay Landlord an administration fee of not to exceed fifteen percent (15%) of the cost of the Alterations as Additional Rent hereunder. All such Alterations shall remain the property of Tenant until the expiration or earlier termination of this Lease, at which time they shall be and become the property of Landlord; provided, however, that Landlord may, at Landlord’s option, require that Tenant, at Tenant’s expense, remove any or all Alterations made by Tenant and restore the Premises by the expiration or earlier termination of this Lease, to their condition existing prior to the construction of any such Alterations. All such removals and restoration shall be accomplished in a first-class and good and workmanlike manner so as not to cause any damage to the Premises or Project whatsoever. If Tenant fails to remove such Alterations or Tenant’s trade fixtures or furniture or other personal property, Landlord may keep and use them or remove any of them and cause them to be stored or sold in accordance with applicable law, at Tenant’s sole expense. In addition to and wholly apart from Tenant’s obligation to pay Tenant’s Proportionate Share of Operating Expenses, Tenant shall be responsible for and shall pay prior to delinquency any taxes or governmental service fees, possessory interest taxes, fees or charges in lieu of any such taxes, capital levies, or other charges imposed upon, levied with respect to or assessed against its fixtures or personal property, on the value of Alterations within the Premises, and on Tenant’s interest pursuant to this Lease, or any increase in any of the foregoing based on such Alterations. To the extent that any such taxes are not separately assessed or billed to Tenant, Tenant shall pay the amount thereof as invoiced to Tenant by Landlord.

Notwithstanding the foregoing, at Landlord’s option (but without obligation), all or any portion of the Alterations shall be performed by Landlord for Tenant’s account and Tenant shall pay Landlord’s estimate of the cost thereof (including a reasonable charge for Landlord’s overhead and profit) prior to commencement of the work. In addition, at Landlord’s election and notwithstanding the foregoing, however, Tenant shall pay to Landlord the cost of removing any such Alterations and restoring the Premises to their original condition such cost to include a reasonable charge for Landlord’s overhead and profit as provided above, and such amount may be deducted from the Security Deposit or any other terms or amounts hold by Landlord under this Lease.

B.In compliance with Paragraph 27 hereof, at least ten (10) business days before beginning construction of any Alteration, Tenant shall give Landlord written notice of the expected commencement date of that construction to permit Landlord to post and record a notice of non-responsibility. Upon substantial completion of construction, if the law so provides, Tenant shall cause a timely notice of completion to be recorded in the office of the recorder of the county in which the Building is located.

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13.SIGNS

Tenant shall not place, install, affix, paint or maintain any signs, notices, graphics or banners whatsoever or any window decor which is visible in or from public view or corridors, the common areas or the exterior of the Premises or the Building, in or on any exterior window or window fronting upon any common areas or service area without Landlord’s prior written approval which Landlord shall have the right to withhold in its absolute and sole discretion; provided that Tenant’s name shall be included in any Building-standard door and directory signage, if any, in accordance with Landlord’s Building signage program, including without limitation, payment by Tenant of any fee charged by Landlord for maintaining such signage, which fee shall constitute Additional Rent hereunder. Any installation of signs, notices, graphics or banners on or about the Premises or Project approved by Landlord shall be subject to any Regulations and to any other requirements imposed by Landlord. Tenant shall remove all such signs or graphics by the expiration or any earlier termination of this Lease. Such installations and removals shall be made in such manner as to avoid injury to or defacement of the Premises, Building or Project and any other improvements contained therein, and Tenant shall repair any injury or defacement including without limitation discoloration caused by such installation or removal. Notwithstanding the foregoing, Tenant shall be allowed to cost signs or notices on the lobby doors. ATM or night drop of the Premises if required by governmental banking regulatory authorities.

14.INSPECTION/POSTING NOTICES

After reasonable notice, except in emergencies where no such notice shall be required, Landlord and Landlord’s agents and representatives, shall have the right to enter the Premises to inspect the same, to clean, to perform such work as may be permitted or required hereunder, to make repairs, improvements or alterations to the Premises, Building or Project or to other tenant spaces therein, to deal with emergencies, to post such notices as may be permitted or required by law to prevent the perfection of liens against Landlord’s interest in the Project or to exhibit the Premises to prospective tenants, purchasers, encumbrancers or to others, or for any other purpose as Landlord may deem necessary or desirable; provided, however, that Landlord shall use reasonable efforts not to unreasonably interfere with Tenant’s business operations. Tenant shall not be entitled to any abatement of Rent by reason of the exercise of any such right of entry. Tenant waives any claim for damages for any injury or inconvenience to or interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned by any commercially reasonable entry pursuant to this Paragraph thereby. Landlord shall at all times have and retain a key with which to unlock all of the doors in, upon and about the Premises, excluding Tenant’s vnults and safes or special security areas (designated in advance), and Landlord shall have the right to use any and all means which Landlord may deem necessary or proper to open said doors in an emergency, in order to obtain entry to any portion of the Premises, and any entry to the Premises or portions thereof obtained by Landlord by any of said means, or otherwise, shall not be construed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction, actual or constructive, of Tenant from the Premises or any portions thereof. At any time within six (6) months prior to the expiration of the Term or following any earlier termination of this Lease or agreement to terminate this Lease, Landlord shall have the right to erect on the Premises, Building and/or Project a suitable sign indicating that the Premises are available for lease.

15.SERVICES AND UTILITIES

A.            Provided Tenant shall not be in default hereunder, and subject to the provisions elsewhere herein contained and to the rules and regulations of the Building. Landlord shall furnish to the Premises during ordinary business hours of generally recognized business days, to be determined by Landlord as 8:30 AM to 5:30 PM, Monday through Friday (exclusive, in any event, of Saturdays, Sundays and legal holidays), water for lavatory and drinking purposes and electricity, heat and air conditioning as usually furnished or supplied for use of the Premises for reasonable and normal office use as of the date Tenant takes possession of the Premises as determined by Landlord (but not including above-standard or continuous cooling for excessive heat-generating machines, excess lighting or equipment), janitorial services during the times and in the manner that such services are, in Landlord’s judgment, customarily furnished in comparable office buildings in the immediate market area, and elevator service, which shall mean service either by nonattended automatic elevators or elevators with attendants, or both at the option of Landlord. Tenant acknowledges that Tenant has inspected and accepts the water, electricity, heat and air conditioning and other utilities and services being supplied or furnished to the Premises as of the date Tenant takes possession of the Premises, as being sufficient for use of the Premises for reasonable and normal office use in their present condition, “as is,” and suitable for the Permitted Use, and for Tenant’s intended operations in the Premises. Landlord shall have no obligation to provide additional or after-hours electricity, heating or air conditioning, but if Landlord elects to provide such services at Tenant’s request, Tenant shall pay to Landlord, sixty dollars ($60) per hour with a two (2) hour minimum charge per each activation, subject to adjustment at Landlord’s sole discretion. Tenant agrees to keep and cause to be kept closed all window covering when necessary because of the sun’s position, and Tenant also agrees at all times to cooperate fully with Landlord and in abide by all of the regulations and requirements which Landlord may prescribe for the proper functioning and protection of electrical, heating, ventilating and air conditioning systems. Wherever heat-generating machines, excess lighting or equipment are used in the Premises which affect the temperature otherwise maintained by the air conditioning system, Landlord reserves the right to install supplementary air conditioning units in the Premises and the cost thereof, including the cost of installation and the cost of operation and maintenance thereof, shall be paid by Tenant to Landlord upon demand by Landlord.

B.Tenant shall not without written consent of Landlord use any apparatus, equipment or device in the Premises, including without limitation, computers, electronic data processing machines, copying machines, and other machines, using excess lighting or using electric current, water, or any other resource in excess of or which will in any way increase the amount of electricity, water, or any other resource being furnished or supplied for the use of the Premises for reasonable and normal office use, in each case as of the date Tenant takes possession of the Premises as determined by Landlord, or which will require additions or alterations to or interfere with the Building power distribution systems; nor connect with electric current, except through existing electrical outlets in the Premises or water pipes, any apparatus, equipment or device for the purpose of using electrical current, water, or any other resource. If Tenant shall require water or electric current or any other resource in excess of that being furnished or supplied for the use of the Premises as of the date Tenant takes possession of the Premises as determined by Landlord, Tenant shall first procure the written consent of Landlord which Landlord may refuse, to the use thereof, and Landlord may cause a special meter to be installed in the Premises so as to measure the amount of water, electric current or other resource consumed for any such other use. Tenant shall pay directly to Landlord as an addition to and separate from payment of Operating Expenses the cost of all such additional resources, energy, utility service and meters (and of installation, maintenance and repair thereof and of any additional circuits or other equipment necessary to furnish such additional resources, energy, utility or service). Landlord may add to the separate or metered charge a recovery of additional expense incurred in keeping account of the excess water, electric current or other resource so consumed. Landlord shall not be liable for any damages directly or indirectly resulting from nor shall the Rent or any monies owed Landlord under this Lease herein reserved be abated by reason of: (a) the installation, use or interruption of use of any equipment used in connection with the furnishing of any such utilities or services, or any change in the character or means of supplying or providing any such utilities or services or any supplier thereof; (b) the failure to furnish or delay in furnishing any such utilities or services when such failure or delay is caused by acts of God or the elements, labor disturbances of any character, or any other accidents or other conditions beyond the reasonable control of Landlord or because of any interruption of service due to Tenant’s use of water, electric current or other resource in excess of that being supplied or furnished for the use of the Premises as of the date Tenant takes possession of the Premises; (c) the inadequacy, limitation, curtailment, rationing or restriction on use of water, electricity, gas or any other form of energy or any other service or utility whatsoever serving the Premises or Project, whether by Regulation or otherwise; or (d) the partial or total unavailability of any such utilities or services to the Premises or the Building, whether by Regulation or

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otherwise; not shall any such occurrence constitute an actual or constructive eviction of Tenant.  Landlord shall further have no obligation to protect or preserve any apparatus, equipment or device installed by Tenant in the Premises, including without limitation by providing additional or after-hours heating or air conditioning.  Landlord shall be entitled to cooperate voluntarily and in a reasonable manner with the efforts of national, state or local governmental agencies or utility suppliers in reducing energy or other resource consumption.  The obligation to make services available hereunder shall be subject to the limitations of any such voluntary, reasonable program.  In addition, Landlord reserves the right to change the supplier or provider of any such utility or service from time to time however, any such change shall not disrupt Tenant’s ability to conduct its business provided that if such a disruption is unavoidable, Landlord shall take commercially reasonable steps to mitigate the impact of the discruption.  Tenant shall have no right to contract with or otherwise obtain any electrical or other such service for or with respect to the Premises or Tenant’s operations therein from any supplier or provider of any such service.  Tenant shall cooperate with Landlord and any supplier or provider of such services designated by Landlord from time to time to facilitate the delivery of such services to Tenant at the Premises and to the Building and Project, including without limitation allowing Landlord and Landlord’s suppliers or providers, and their respective agents and contractors, reasonable access to the Premises for the purpose of installing, maintaining, repairing, replacing or upgrading such service or any equipment or machinery associated therewith.

C.Tenant shall pay, upon demand, for all utilities furnished to the Premises, or if not separately billed to or metered to Tenant, Tenant’s Proportionate Share of all charges jointly serving the Project in accordance with Paragraph 7.  All sums payable under this Paragraph 15 shall constitute Additional Rent hereunder.

16.SUBORDINATION

Without the necessity of any additional document being executed by Tenant for the purpose of affecting a subordination, the Lease shall be and is hereby declared to be subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Premises and/or the land upon which the Premises and Project are situated, or both; and (b) any mortgage or deed of trust which may now exist or be placed upon the Building, the Project and/or the land upon which the Premises or the Project are situated, or said ground leases or underlying leases, or Landlord’s interest or estate in any of said items which is specified as security.  Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease.  If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor in interest to Landlord provided that Tenant shall not be disturbed in its possession under this Lease by such successor in interest so long as Tenant is not in default under this Lease.  Within ten (10) days after request by Landlord, Tenant shall execute and deliver any additional documents evidencing Tenant’s attornment or the subordination of this Lease with respect to any such ground leases or underlying leases or any such mortgage or deed of trust, in the form requested by Landlord or by any ground landlord, mortgagee, or beneficiary under a deed of trust, subject to such nondisturbance requirement. If requested in writing by Tenant, Landlord shall use commercially reasonable efforts to obtain a subordination, nondisturbance and attornment agreement for the benefit of Tenant reflecting the foregoing from any ground landlord, mortgagee or beneficiary, at Tenant’s expense, subject to such other terms and conditions as the ground landlord, mortgagee or beneficiary may require.

17.FINANCIAL STATEMENTS

At the request of Landlord from time to time, Tenant shall provide to Landlord Tenant’s and any guarantor’s most recent quarterly current financial statements or other information discussing financial worth of Tenant and any guarantor, which Landlord shall use solely for purposes of this Lease and in connection with the ownership, management, financing and disposition of the Project.

18.ESTOPPEL CERTIFICATE

Tenant agrees from time to time, within ten (10) days after request of Landlord, to deliver to Landlord, or Landlord’s designee, an estoppel certificate stating that this Lease is in full force and effect, that this Lease has not been modified (or stating all modifications, written or oral, to this Lease), the date to which Rent has been paid, the unexpired portion of this Lease, that there are no current defaults by Landlord or Tenant under this Lease (or specifying any such defaults), that the leasehold estate granted by this Lease is the sole interest of Tenant in the Premises and/or the land at which the Premises are situated, and such other matters pertaining to this Lease as may be reasonably requested by Landlord or any mortgagee, beneficiary, purchaser or prospective purchaser of the Building or Project or any interest therein.  Failure by Tenant to execute and deliver such certificate shall constitute an acceptance of the Premises and acknowledgment by Tenant that the statements included are true and correct without exception.  Tenant agrees that if Tenant fails to execute and deliver such certificate within such ten (10) day period, Landlord may execute and deliver such certificate on Tenant’s behalf and that such certificate shall be binding on Tenant.  Landlord and Tenant intend that any statement delivered pursuant to this Paragraph may be relied upon by any mortgagee, beneficiary, purchaser or prospective purchaser of the Building or Project or any interest therein.  The parties agree that Tenant’s obligation to furnish such estoppel certificates in a timely fashion is a material inducement for Landlord’s execution of the Lease, and shall be an event of default (without any cure period that might be provided under Paragraph 26.A(3) of this Lease) if Tenant fails to fully comply or makes any material misstatement in any such certificate.

19.SECURITY DEPOSIT

Tenant agrees to deposit with Landlord upon execution of this Lease, a security deposit as stated in the Basic Lease Information (the “Security Deposit”), which sum shall be held and owned by Landlord, without obligation to pay interest, as security for the performance of Tenant’s covenants and obligations under this Lease.  The Security Deposit is not an advance rental deposit or a measure of damages incurred by Landlord in case of Tenant’s default.  Upon the occurrence of any event of default by Tenant, Landlord may from time to time, without prejudice to any other remedy provided herein or by law, use such fund as a credit to the extent necessary to credit against any arrears of Rent or other payments due to Landlord hereunder, and any other damage, injury, expense or liability caused by such event of default, and Tenant shall pay to Landlord, on demand, the amount so applied in order to restore the Security Deposit to its original amount. Although the Security Deposit shall be deemed the property of Landlord, any remaining balance of such deposit shall be returned by Landlord to Tenant at such time after termination of this Lease that all of Tenant’s obligations under this Lease have been fulfilled, reduced by such amounts as may be required by Landlord to remedy defaults on the part of Tenant in the payment of Rent or other obligations of Tenant under this Lease, to repair damage to the Premises, Building or Project caused by Tenant or any Tenant’s Parties and to clean the Premises.  Landlord may use and commingle the Security Deposit with other funds of Landlord.  Landlord shall return any unused portions of the Security Deposit to Tenant within one (1) year of the expiration of the Lease Term.

20.LIMITATION OF TENANT’S REMEDIES

The obligations and liability of Landlord to Tenant for any default by Landlord under the terms of this Lease are not personal obligations of Landlord or of the individual or other partners of Landlord or its or their partners, directors, officers, or shareholders, and Tenant agrees to look solely to Landlord’s interest in the Building Project for the recovery of any amount from Landlord, and shall not look to other assets of Landlord not seek recourse against the assets of the individual or other partners of Landlord or its or their partners, directors, officers or shareholders.  Any lien obtained to enforce any such judgment and any levy of execution thereon shall be subject and subordinate to any lien, mortgage or deed of trust on the Project.  Under no circumstances shall Tenant have the right to offset against or

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recoup Rent or other payments due and to become due to Landlord hereunder except as expressly provided in Paragraph 23.B. below, which Rent and other payments shall be absolutely due and payable hereunder in accordance with the terms hereof.

21.ASSIGNMENT AND SUBLETTING

A.(1)General.  This Lease has been negotiated to be and is granted as an accommodation to Tenant.  Accordingly, this Lease is personal to Tenant, and Tenant’s rights granted hereunder do not include the right to assign this Lease or sublease the Premises, or to receive any excess, either in installments or lump sum, over the Rent which is expressly reserved by Landlord as hereinafter provided, except as otherwise expressly hereinafter provided.  Tenant shall not assign or pledge this Lease or sublet the Premises or any part thereof, whether voluntarily or by operation of law, or permit the use or occupancy of the Premises or any part thereof by anyone other than Tenant, or suffer or permit any such assignment, pledge, subleasing or occupancy, without Landlord’s prior written consent except as provided herein.  If Tenant desires to assign this Lease or sublet any or all of the Premises, Tenant shall give Landlord written notice (the “Transfer Notice”) at least sixty (60) days prior to the anticipated effective date of the proposed assignment of sublease, which shall contain all of the information reasonably requested by Landlord to address Landlord’s decision criteria specified hereinafter.  Landlord shall then have a period of thirty (30) days following receipt of the Transfer Notice to notify Tenant in writing that Landlord elects either: (i) to terminate this Lease as to the space so affected as of the date so requested by Tenant; or (ii) to consent to the proposed assignment or sublease, subject, however, to Landlord’s prior written consent of the proposed assignee or subtenant and of any related documents or agreements associated with the assignment or sublease.  If Landlord should fall to notify Tenant in writing of such election within said period, Landlord shall be deemed to have waived option (i) above, but written consent by Landlord of the proposed assignee or subtenant shall still be required.  If Landlord does not exercise option (i) above, Landlord’s consent to a proposed assignment or sublease shall not be unreasonably withheld.  Consent to any assignment or subletting shall not constitute consent to any subsequent transaction to which this Paragraph 21 applies.

(2)Conditions of Landlord’s Consent.  Without limiting the other instances in which it may be reasonable for Landlord to withhold Landlord’s consent to an assignment or subletting, Landlord and Tenant acknowledge that it shall be reasonable for Landlord to withhold Landlord’s consent in the following instances: if the proposed assignee does not agree to be bound by and assume the obligations of Tenant under this Lease in form and substance satisfactory to Landlord; the use of the Premises by such proposed assignee or subtenant would not be a Permitted Use or would violate any exclusivity or other arrangement which Landlord has with any other tenant or occupant or any Regulation or would increase the Occupancy Density or Parking Density of the Building or Project, or would otherwise result in an undesirable tenant mix for the Project as determined by Landlord; the proposed assignee or subtenant is not of sound financial condition as determined by Landlord in Landlord’s sole discretion; the proposed assignee or subtenant is a governmental agency; the proposed assignee or subtenant does not have a good reputation as a tenant of property or a good business reputation; the proposed assignee or subtenant is a person with whom Landlord is negotiating to lease space in the Project or is a present tenant of the Project; the assignment or subletting would entail any Alterations which would lessen the value of the leasehold improvements in the Premises or use of any Hazardous Materials or other noxious use or use which may disturb other tenants of the Project; or Tenant is in default of any obligation of Tenant under this Lease, or Tenant has defaulted under this Lease on three (3) or more occasions during any twelve (12) months preceding the date that Tenant shall request consent.  Failure by or refusal of Landlord to consent to a proposed assignee or subtenant shall not cause a termination of this Lease.  Upon a termination under Paragraph 21.A.(1)(i), Landlord may lease the Premises to any party, including parties with whom Tenant has negotiated an assignment or sublease, without incurring any liability to Tenant.  At the option of Landlord, a surrender and termination of this Lease shall operate as an assignment to Landlord of some or all subleases or subtenancies.  Landlord shall exercise this option by giving notice of that assignment to such subtenants on or before the effective date of the surrender and termination.  In connection with each request for assignment or subletting, Tenant shall pay to Landlord Landlord’s standard fee for approving such requests, as well as all costs incurred by Landlord or any mortgagee or ground lessor in approving each such request and effecting any such transfer, including, without limitation, reasonable attorneys’ fees.

B.Bonus Rent.  Any Rent or other consideration realized by Tenant under any such sublease or assignment in excess of the Rent payable hereunder, after amortization of a reasonable brokerage commission incurred by Tenant, shall be divided and paid, ten percent (10%) to Tenant, ninety percent (90%) to Landlord.  In any subletting or assignment undertaken by Tenant, Tenant shall diligently seek to obtain the maximum rental amount available in the marketplace for comparable space available for primary leasing.

C.Corporation.  If Tenant is a corporation, a transfer of corporate shares by sale, assignment, bequest, inheritance, operation of law or other disposition (including such a transfer to or by a receiver or trustee in federal or state bankruptcy, insolvency or other proceedings) resulting in a change in the present control of such corporation or any of its parent corporations by the person or persons owning a majority of said corporate shares, shall constitute an assignment for purposes of this Lease.

D. Unincorporated Entity.  If Tenant is a partnership, joint venture, unincorporated limited liability company or other unincorporated business form, a transfer of the interest of persons, firms or entities responsible for managerial control of Tenant by sale, assignment, bequest, inheritance, operation of law or other disposition, so as to result in a change in the present control of said entity and/or of the underlying beneficial interests of said entity and/or a change in the identity of the persons responsible for the general credit obligations of said entity shall constitute an assignment for all purposes of this Lease.

E.Liability.  No assignment or subletting by Tenant, permitted or otherwise, shall relieve Tenant of any obligation under this Lease or alter the primary liability of the Tenant named herein for the payment of Rent or for the performance of any other obligations to be performed by Tenant, including obligations contained in Paragraph 25 with respect to any assignee or subtenant.  Landlord may collect rent or other amounts or any portion thereof from any assignee, subtenant, or other occupant of the Premises, permitted or otherwise, and apply the net rent collected to the Rent payable hereunder, but no such collection shall be deemed to be a waiver of this Paragraph 21, or the acceptance of the assignee, subtenant or occupant as tenant, or a release of Tenant from the further performance by Tenant of the obligations of Tenant under this Lease.  Any assignment or subletting which conflicts with the provisions hereof shall be void.

F.Permitted Transfers. Tenant shall have the right to assign its interest in this Lease or to sublet all or any portion of the Premises, in each case without Landlord’s prior consent, to (i) any affiliate; or (ii) any entity which acquires all, or substantially all, of Tenant’s assets or outstanding shares of stock; provided that any such transaction is a legitimate business transaction and not a subterfuge to avoid the prohibitions on subletting and assignment contained herein.

22.AUTHORITY

Landlord represents and warrants that it has full right and authority to enter into this Lease and to perform all of Landlord’s obligations hereunder and that all persons signing this Lease on its behalf are authorized to do.  Tenant and the person or persons, if any, signing on behalf of Tenant, jointly and severally represent and warrant that Tenant has full right and authority to enter into this Lease, and to perform all of Tenant’s obligations hereunder, and that all persons signing this Lease on its behalf are authorized to do so.

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23.condemnation

A. Condemnation Resulting in Termination.  If the whole or any substantial part of the Premises should be taken or condemned for any public use under any Regulation, or by right of eminent domain, or by private purchase in lieu thereof, and the taking would prevent or materially interfere with the Permitted Use of the Premises, either party shall have the right to terminate this Lease at its option.  If any material portion of the Building or Project is taken or condemned for any public use under any Regulation, or by right of eminent domain, or by private purchase in lieu thereof, Landlord may terminate this Lease at its option.  In either of such events, the Rent shall be abated during the unexpired portion of this Lease, effective when the physical taking of said Premises shall have occurred.

B.Condemnation Not Resulting in Termination.  If a portion of the Project of which the Premises are a part should be taken or condemned for any public use under any Regulation, or by right of eminent domain, or by private purchase in lieu thereof, and the taking prevents or materially interferes with the Permitted Use of the Premises, and this Lease is not terminated as provided in Paragraph 23.A. above, the Rent payable hereunder during the unexpired portion of the Lease shall be reduced, beginning on the date when the physical taking shall have occurred, to such amount as may be fair and reasonable under all of the circumstances, but only after giving Landlord credit for all sums received or to be received by Tenant by the condemning authority.  Notwithstanding anything to the contrary contained in this Paragraph, if the temporary use or occupancy of any part of the Premises shall be taken or appropriated under power of eminent domain during the Term, this Lease shall be and remain unaffected by such taking or appropriation and Tenant shall continue to pay in full all Rent payable hereunder by Tenant during the Term; in the event of any such temporary appropriation or taking, Tenant shall be entitled to receive this portion of any award which represents compensation for the use of or occupancy of the Premises during the Term, and Landlord shall be entitled to receive that portion of any award which represents the cost of restoration of the Premises and the use and occupancy of the Premises.

C.Award.  Landlord shall be entitled to (and Tenant shall assign to Landlord) any and all payment, income, rent, award or any interest therein whatsoever which may be paid or made in connection with such taking or conveyance and Tenant shall have no claim against Landlord or otherwise for any sums paid by virtue of such proceedings, whether or not attributable to the value of any unexpired portion of this Lease, except as expressly provided in this Lease.  Notwithstanding the foregoing, any compensation specifically and separately awarded Tenant for Tenant’s personal property and moving costs, shall be and remain the property of Tenant.

D.Waiver of CCP§1265.130.  Each party waives the provisions of California Civil Code Procedure Section 1265.130 allowing either party to petition the superior court to terminate this Lease as a result of a partial taking.

24.CASUALTY DAMAGE

A.General.  If the Premises or Building should be damaged or destroyed by fire, tornado, or other casualty (collectively, “Casualty”).  Tenant shall give immediate written notice thereof to Landlord.  Within thirty (30) days after Landlord’s receipt of such notice, Landlord shall notify Tenant whether in Landlord’s estimation material restoration of the Premises can reasonably be made within one hundred eighty (180) days from the date of such notice and receipt of required permits for such restoration.  Landlord’s determination shall be binding on Tenant.

B.Within 180 Days.  If the Premises or Building should be damaged by Casualty to such extent that material restoration can in Landlord’s structural engineer’s written estimation be reasonably completed within one hundred eighty (180) days after the date of such notice and receipt of required permits for such restoration, this Lease shall not terminate.  Provided that insurance proceeds are received by Landlord to fully repair the damage, Landlord shall proceed to rebuild and repair the Premises in the manner determined by Landlord, except that Landlord shall not be required to rebuild, repair or replace any part of the Alterations which may have been placed on or about the Premises by Tenant.  If the Premises are untenantable in whole or in part following such damage, the Rent payable hereunder during the period in which they are untenantable shall be abated proportionately, but only to the extent of rental abatement insurance proceeds received by Landlord during the time and to the extent the Premises are unfit for occupancy.

C.Greater than 180 Days. If the Premises or Building should be damaged by Casualty to such extent that material restoration cannot in Landlord’s structural engineer’s written estimation be reasonably completed within one hundred eighty (180) days after the date of such notice and receipt of required permits for such rebuilding or repair, and such damage materially and adversely interferes with the conduct of Tenant’s business in the Premises, then either Party shall have the right to cancel this Lease by giving the other party written notice within [ten (10)] days from the date of Landlord’s notice that material restoration cannot in Landlord’s estimation be reasonably completed within such one hundred eighty (180) day period.  Said cancellation shall be effective [thirty (30)] days from the first day that either party gives its notice to cancel.  If neither party elects to so cancel this Lease,  Landlord shall proceed to rebuild and repair the Premises diligently and in the manner determined by Landlord, except that Landlord shall not be required to rebuild, repair or replace any part of any Alterations which may have been placed on or about the Premises by Tenant.  If the Premises are untenantable in whole or in part following such damage, the Rent payable hereunder during the period in which the are untenantable shall be abated proportionately, but only during the time and to the extent the Premises are unfit for occupancy. If the Premises or Building should be damaged by Casualty to such extent that rebuilding or repair [ILLEGIBLE] in Landlord’s estimation be reasonably completed within one hundred eighty (180) days after the date of such notice and receipt of required permits for such rebuilding or repair, then Landlord shall have the option of either (1) terminating this Lease effective upon the date of the occurence of such damage, in which event the Rent shall be abated during the unexpired portion of this Lease; or (2) [ILLEGIBLE] to rebuild or repair the Premises diligently and in the manner determined by Landlord.  Landlord shall notify Tenant of its election within thirty (30) days after Landlord’s receipt of notice of the damage or destruction.  Notwithstanding the above, Landlord shall not be required to rebuild, repair or replace any part of any Alterations which may have been placed, on or about the Premises by Tenant.  If the Premises are untenantable in whole or in part following such damage, the Rent payable hereunder during the period in which they are untenantable shall be abated proportionately, but only to the extent of rental abatement insurance proceeds received by Landlord during the time and to the extent the Premises are unfit for occupancy.

D. Tenant’s Fault.  Notwithstanding anything herein to the contrary, if the Premises or any other portion of the Building are damaged by Casualty resulting from the fault, negligence, or breach of this Lease by Tenant or any of Tenant’s Parties, Base Rent and Additional Rent shall not be diminished during the repair of such damage and Tenant shall be liable to Landlord for the cost and expense of the repair and restoration of the Building caused thereby to the extent such cost and expense is not covered by insurance proceeds.

E.Insurance Proceeds.  Notwithstanding anything herein to the contrary, if the Premises or Building are damaged or destroyed and are not fully covered by the insurance proceeds received by Landlord or if the holder of any indebtedness secured by a mortgage or deed of trust covering the Premises requires that the insurance proceeds be applied to such indebtedness, then in either case Landlord shall have the right to terminate this Lease by delivering written notice of termination to Tenant within thirty (30) days after the date of notice to Landlord that said damage or destruction is not fully covered by insurance or such requirement is made by any such holder, as the case may be, whereupon this Lease shall terminate.

F. Waiver.  This Paragraph 24 shall be Tenant’s sole and exclusive remedy in the event of damage or destruction to the Premises or the Building.  As a material inducement to Landlord entering into this Lease, Tenant hereby waives any rights it may have under Sections

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1932, 1993(4), 1941 or 1942 of the Civil Code of California with respect to any destruction of the Premises, Landlord’s obligation for tenantability of the Premises and Tenant’s right to make repairs and deduct the expenses of such repairs, or under any similar law, statute or ordinance now or hereafter in effect.

G.Tenant’s Personal Property.  In the event of any damage or destruction of the Premises or the Building, under no circumstances shall Landlord be required to repair any injury or damage to, or make any repairs to or replacements of, Tenant’s personal property.

25.HOLDING OVER

Unless Landlord expressly consents in writing to Tenant’s holding over, Tenant shall be unlawfully and illegally in possession of the Premises, whether or not Landlord accepts any rent from Tenant or any other person while Tenant remains in possession of the Premises without Landlord’s written consent.  If Tenant shall retain possession of the Premises or any portion thereof without Landlord’s consent following the expiration of this Lease or sooner termination for any reason, then Tenant shall pay to Landlord for each day of such retention triple the amount of daily rental as of the last month prior to the date of expiration or earlier termination.  Tenant shall also indemnify, defend, protect and hold Landlord harmless from any loss, liability or cost, including consequential and incidental damages and reasonable attorneys’ fees, incurred by Landlord resulting from delay by Tenant in surrendering the Premises, including, without limitation, any claims made by the succeeding tenant founded on such delay.  Acceptance of Rent by Landlord following expiration or earlier termination of this Lease, or following demand by Landlord for possession of the Premises, shall not constitute a renewal of this Lease, and nothing contained in this Paragraph 25 shall waive Landlord’s right of reentry or any other right.  Additionally, if upon expiration or earlier termination of this Lease, or following demand by Landlord for possession of the Premises, Tenant has not fulfilled its obligation with respect to repairs and cleanup of the Premises or any other Tenant obligations as set forth in this Lease, then Landlord shall have the right to perform any such obligations as it deems necessary at Tenant’s sole cost and expense, and any time required by Landlord to complete such obligations shall be considered a period of holding over and the terms of this Paragraph 25 shall apply.  The provisions of this Paragraph 25 shall survive any expiration or earlier termination of this Lease.

26.DEFAULT

A.Events of Default.  The occurrence of any of the following shall constitute an event of default on the part of Tenant:

(1)Abandonment.  Abandonment or [ILLEGIBLE] of the Premises for a continuous period in excess of five (5) days.  Tenant waives any right to notice Tenant may have under Section 1951.3 of the Civil Code of the State of California, the terms of this Paragraph 26.A. being deemed such notice to Tenant as required by said Section 1951.3.

(2)Nonpayment of Rent.  Failure to pay any installment of Rent or any other amount due and payable hereunder within five (5) days after upon the date when said payment is due, as to which time is of the essence.

(3)Other Obligations.  Failure to perform any obligation, agreement or covenant under this Lease other than those matters specified in subparagraphs (1) and (2) of this Paragraph 26.A., such failure continuing for fifteen (15) days after written notice of such failure, or longer period of time if the nature of said failure would reasonable take a longer period of time to cure, provided Tenant is acting to cure said failure in a diligent “good-faith” manner, as to which time is of the essence.

(4)General Assignment.  A general assignment by Tenant for the benefit of creditors.

(5)Bankruptcy.  The filing of any voluntary petition in bankruptcy by Tenant, or the filing of an involuntary petition by Tenant’s creditors, which involuntary petition remains undischarged for a period of thirty (30) days.  If under applicable law, the trustee in bankruptcy or Tenant has the right to affirm this Lease and continue to perform the obligations of Tenant hereunder, such trustee or Tenant shall, in such time period as may be permitted by the bankruptcy court having jurisdiction, cure all defaults of Tenant hereunder outstanding as of the date of the affirmance of this Lease and provided to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued performance of Tenant’s obligations under this Lease.

(6)Receivership.  The employment of a receiver to take possession of substantially all of Tenant’s assets or Tenant’s leasehold of the Premises, if such appointment remains undismissed or undischarged for a period of fifteen (15) days after the order thereof.

(7)Attachment.  The attachment, execution or other judicial seizure of all or substantially all of Tenant’s assets or Tenant’s leasehold of the Premises, if such attachment or other seizure remains undismissed or undischarged for a period of fifteen (15) days after the levy therefor.

(8)Insolvency.  The admission by Tenant in writing of its inability to pay its debts as they become due.

B.Remedies Upon Default.

(1)Termination.  In the event of the occurrence of any event of default, Landlord shall have the right to give a written termination notice to Tenant, and on the date specified in such notice, Tenant’s right to possession shall terminate, and this Lease shall terminate unless on or before such date all Rent in arrears and all costs and expenses incurred by or on behalf of Landlord hereunder shall have been paid by Tenant and all other events of default of this Lease by Tenant at the time existing shall have been fully remedied to the satisfaction of Landlord.  At any time after such termination, Landlord may recover possession of the Premises or any part thereof and expel and remove therefrom Tenant and any other person occupying the same, including any subtenant or subtenants notwithstanding Landlord’s consent to any sublease, by any lawful means, and again repossess and enjoy the Premises without prejudice to any of the remedies that Landlord may have under this Lease, or at law or equity by any reason of Tenant’s default or of such termination.  Landlord hereby reserves the right, but shall not have the obligation, to recognize the continued possession of any subtenant.  The delivery or surrender to Landlord by or on behalf of Tenant of keys, entry codes, or other means to bypass security at the Premises shall not terminate this Lease.

(2)Continuation After Default.  Event though an event of default may have occurred, this Lease shall continue in effect for so long as Landlord does not terminate Tenant’s right to possession under Paragraph 26.B.(1) hereof, and Landlord may enforce all of Landlord’s rights and remedies under this Lease and at law or in equity, including without limitation, the right to recover Rent as it becomes due, and Landlord, without terminating this Lease, may exercise all of the rights and remedies of a landlord under Section 1951.4 of the Civil Code of the State of California or any successor code section. Acts of maintenance, preservation or efforts to lease the Premises or the appointment of a receiver under application of Landlord to protect Landlord’s interest under this Lease or other entry by Landlord upon the Premises shall not constitute an election to terminate Tenant’s right to possession.

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(3)Increased Security Deposit.  If Tenant is in default under Paragraph 26.A.(2) hereof and such default remains uncured for ten (10) days after such occurrence or such default occurs more than three times in any twelve (12) month period, Landlord may require that Tenant Increase the Security Deposit to the amount of three times the current month’s Rent at the time of the most recent default.

C.Damages After Default.  Should Landlord terminate this Lease pursuant to the provisions of Paragraph 26.B.(1) hereof, Landlord shall have the rights and remedies of a Landlord provided by Section 1951.2 of the Civil Code of the State of California, or any successor code sections.  Upon such termination, in addition to any other rights and remedies to which Landlord may be entitled under applicable law or at equity, Landlord shall be entitled to recover from Tenant: (1) the worth at the time of award of the unpaid Rent and other amounts which had been earned at the time of termination, (2) the worth at the time of award of the amount by which the unpaid Rent and other amounts that would have been earned after the date of termination until the time of award exceeds the amount of such Rent loss that Tenant proves could have been reasonably avoided; (3) the worth at the time of award of the amount by which the unpaid Rent and other amounts for the balance of the Term after the time of award exceeds the amount of such Rent loss that the Tenant proves could be reasonably avoided; and (4) any other amount and court costs necessary to compensate Landlord for all detriment proximately caused by Tenant’s failure to perform Tenant’s obligations under this Lease or which, in the ordinary course of things, would be likely to result therefrom.  The “worth at the time of award” as used in (1) and (2) above shall be computed at the Applicable Interest Rate (defined below).  The “worth at the time of award” as used in (3) above shall be computed by discounting such amount at the Federal Discount Rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).  If this Lease provides for any periods during the Term during which Tenant is not required to pay Base Rent or if Tenant otherwise receives a Rent concession, then upon the occurrence of an event of default, Tenant shall owe to Landlord the full amount of such Base Rent or value of such Rent concession, plus interest at the Applicable Interest Rate, calculated from the date that such Base Rent or Rent concession would have been payable.

D. Late Charge.  In addition to its other remedies, Landlord shall have the right without notice or demand to add to the amount of any payment required to be made by Tenant hereunder, and which is not paid and received by Landlord within five (5) days after on or before the first day of each calendar month, an amount equal to ten percent (10%) of the delinquency for each month or portion thereof that the delinquency remains outstanding to compensate Landlord for the loss of the use of the amount not paid and the administrative costs caused by the delinquency, the parties agreeing that Landlord’s damage by virtue of such delinquencies would be extremely difficult and impracticable to compute and the amount stated herein represents a reasonable estimate thereof.  Any waiver by Landlord of any late charges or failure to claim the same shall not constitute a waiver of other late charges or any other remedies available to Landlord.

E.Interest.  Interest shall accrue on all sums not paid when due hereunder at the lesser of eighteen percent (18%) per annum or the maximum interest rate allowed by law (“Applicable Interest Rate”) from the due date until paid.

F.Remedies Cumulative.  All right, privileges and elections or remedies of the parties are cumulative and not alternative, to the extent permitted by law and except as otherwise provided herein.

27.LIENS

Tenant shall at all times keep the Premises and the Project free from liens arising out of or related to work or services performed, materials or supplies furnished or obligations incurred by or on behalf of Tenant or in connection with work made, suffered or done by or on behalf of Tenant in or on the Premises or Project.  If Tenant shall not, within ten (10) days following the imposition of any such lien, cause the same to be released of record by payment or posting of a proper bond, Landlord shall have, in addition to all other remedies provided herein and by law, the right, but not the obligation, to cause the same to be released by such means as Landlord shall deem proper, including payment of the claim giving rise to such lien.  All sums paid by Landlord on behalf of Tenant and all expenses incurred by Landlord in connection therefor shall be payable to Landlord by Tenant on demand with interest at the Applicable Interest Rate as Additional Rent.  Landlord shall have the right at all times to post and keep posted on the Premises any notices permitted or required by law, or which Landlord shall deem proper, for the protection of Landlord, the Premises, the Project and any other party having an interest therein, from mechanics’ and materialmen’s liens, and Tenant shall give Landlord not less than ten (10) business days prior written notice of the commencement of any work in the Premises or Project which could lawfully give rise to a claim for mechanics’ or materialmen’s liens to permit Landlord to post and record a timely notice of non-responsibility, as Landlord may elect to proceed or as the law may from time to time provide, for which purpose, If Landlord shall so determine,  Landlord may enter the Premises.  Tenant shall not remove any such notice posted by Landlord without Landlord’s consent, and in any event not before completion of the work which could lawfully give rise to a claim for mechanics’ or materialmen’s liens.

28.SUBSTITUTION

A. At any time after execution of this Lease, Landlord may substitute for the Premises other ground level premises in the Building Project or owned by Landlord in the vicinity of the Project (the “New Premises”) upon no less than sixty (60) days prior written notice, in which event the New Premises shall be deemed to be the Premises for all purposes hereunder and this Lease shall be deemed modified accordingly to reflect the new location and shall remain in full force and effect as so modified, provided that:

(1)The New Premises shall be similar in area and in function for Tenant’s purposes; and

(2)If Tenant is occupying the Premises at the time of such substitution, Landlord shall pay the expense of physically moving Tenant, Tenant’s property and equipment to the New Premises and shall, at Landlord’s sole cost, improve the New Premises with Improvements substantially similar to those the Landlord has committed to provide or has provided in the Premises.

29.TRANSFERS BY LANDLORD

In the event of a sale or conveyance by Landlord of the Building or a foreclosure by any creditor of Landlord, the same shall operate to release Landlord from any liability upon any of the covenants or conditions, express or implied, herein contained in favor of Tenant, to the extent required to be performed after the passing of title to Landlord’s successor-in-interest.  In such event, Tenant agrees to look solely to the responsibility of the successor-in-interest of Landlord under this Lease with respect to the performance of the covenants and duties of “Landlord” to be performed after the passing of title to Landlord’s successor-in-interest.  This Lease shall not be affected by any such sale and Tenant agrees to attorn to the purchase or assignee.  Landlord’s successor(s)-in-interest shall not have liability to Tenant with respect to damages arising from the failure to perform any of the obligations of “Landlord” to the extent required to be performed prior to the date such successor(s)-in-interest become the owner of the Building.  The initial Landlord signing this Lease, shall at the time of Scheduled Term Expiration Date, be personalty liable for the any unused Security Deposit, whether or not the Security Deposit transferred to the new landlord.

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30.RIGHT OF LANDLORD TO PERFORM TENANT’S COVENANTS

All covenants and agreements to be performed by Tenant under any of the terms of this Lease shall be performed by Tenant at Tenant’s sole cost and expense and without any abatement of Rent.  If Tenant shall fail to pay any sum of money, other than Base Rent, required to be paid by Tenant hereunder or shall fail to perform any other act on Tenant’s part to be performed hereunder, including Tenant’s obligations under Paragraph 11 hereof, and such failure shall continue for fifteen (15) days after notice thereof by Landlord, in addition to the other rights and remedies of Landlord, Landlord may make any such payment and perform any such act on Tenant’s part.  In the case of an emergency, no prior notification by Landlord shall be required.  Landlord may take such actions without any obligation and without releasing Tenant from any of Tenant’s obligations.  All sums so paid by Landlord and all incidental costs incurred by Landlord and interest thereon at the Applicable Interest Rate, from the date of payment by Landlord, shall be paid to Landlord on demand as Additional Rent.

31.WAIVER

If either Landlord or Tenant waives the performance of any term, covenant or condition contained in this Lease, such waiver shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, or constitute a course of dealing contrary to the expressed terms of this Lease.  The acceptance of Rent by Landlord shall not consitute a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, regardless of Landlord’s knowledge of such preceding breach at the time Landlord accepted such Rent.  Failure by Landlord to enforce any of the terms, covenants or conditions of this Lease for any length of time shall not be deemed to waive or decrease the right of Landlord to insist thereafter upon strict performance by Tenant.  Waiver by Landlord of any term, covenant or condition contained in this Lease may only be made by a written document signed by Landlord, based upon full knowledge of the circumstances.

32.NOTICES

Each provision of this Lease or of any applicable governmental laws, ordinances, regulations and other requirements with reference to sending, mailing, or delivery of any notice or the making of any payment by Landlord or Tenant to the other shall be deemed to be complied with when and if the following steps are taken:

A.Rent.  All Rent other payments required to be made by Tenant to Landlord hereunder shall be payable to Landlord at Landlord’s Remittance Address set forth in the Basic Lease Information, or at such other address as Landlord may specify from time to time by written notice delivered in accordance herewith. Tenant’s obligation to pay Rent and any other amounts to Landlord under the terms of this Lease shall not be deemed satisfied until such Rent and other amounts have been actually received by Landlord.

B.Other.  All notices, demands, consents and approvals which may or are required to be given by either party to the other hereunder shall be in writing and either personally delivered, sent by commercial overnight courier, mailed, certified or registered, postage prepaid or sent by facsimile with confirmed receipt (and with an original sent by commercial overnight courier), and in each case addressed to the party to be notified at the Notice Address for such party as specified in the Basic Lease Information or to such other place as the party to be notified may from time to time disgnate by at least fifteen (15) days notice to the notifying party.  Notices shall be deemed served upon receipt or refusal to accept delivery.  Tenant appoints as its agent to receive the service of all default notices and notice of commencement of unlawful detainer proceedings the Branch Manager or Customer Service Manager of person in charge of or apparently in charge of occupying the Premises at the time, and, if there is no such person, then such service may be made by attaching the same on the main entrance of the Premises.

C.Required Notices.  Tenant shall immediately notify Landlord in writing of any notice of a violation or a portential or alleged violation of any Regulation that relates to the Premises or the Project, or of any inquiry, investigation, enforcement or other action that is instituted or threatened by any governmental or regulatory agency against Tenant or any other occupant of the Premises, or any claim that is instituted or threatened by any third party that relates to the Premises or the Project.

33.ATTORNEYS’ FEES

In the event of a default not timely cured, then if If Landlord places the enforcement of this Lease, or any part thereof, or the collection of any Rent due, or to become due hereunder, or recovery of possession of the Premises in the hands of an attorney, Tenant shall pay to Landlord, upon demand, Landlord’s reasonable attorneys’ fees and court costs, whether incurred without trial, at trial, appeal or review.  In any action which Landlord or Tenant brings to enforce its respective rights hereunder, the unsuccessful party shall pay all costs incurred by the prevailing party including reasonable attorneys’ fees, to be fixed by the court, and said costs and attorneys’ fees shall be a part of the judgment in said action.

34.successors and assigns

This Lease shall be binding upon and inure to the benefit of Landlord, its successors and assigns, and shall be binding upon and inure to the benefit of Tenant, its successors, and to the extent assignment is approved by Landlord as provided hereunder, Tenant’s assigns.

35.FORCE MAJEURE

If performance by a party of any portion of this Lease is made impossible by any prevention, delay, or stoppage caused by strikes, lockouts, labor disputes, acts of God, inability to obtain services, labor, or materials or reasonable substitutes for those items, government actions, civil commotions, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, performance by that party for a period equal to the period of that prevention, delay, or stoppage is excused. Tenant’s obligation to pay Rent, however, is not excused by this Paragraph 35.

36.SURRENDER OF PREMISES

Tenant shall, upon expiration or sooner termination of this Lease, surrender the Premises to Landlord in the same condition as existed on the date Tenant originally look possession thereof, including, but not limited to, all interior walls cleaned, all interior painted surfaces repainted in the original color, all holes in walls repaired, all carpets shampooed and cleaned, and all floors cleaned, waxed, and free of any Tenant-introduced marking or painting, all to the reasonable satisfaction of Landlord. Tenant shall remove all of its debris from the Project.  At or before the time of surrender, Tenant shall comply with the terms of Paragraph 12.A. hereof with respect to Alterations to the Premises and all other matters addressed in such Paragraph.  If the Premises are not so surrendered at the expiration or sooner termination of this Lease, the provisions of Paragraph 25 hereof shall apply.  All keys to the Premises or any part thereof shall be surrendered to Landlord upon expiration or sooner termination of the Term.  Tenant shall give written notice to Landlord at least thirty (30) days prior to vacating the Premises and shall meet with Landlord for a joint inspection of the Premises at the time of vacating, but nothing contained herein shall be construed as an extension of the Term or as a consent by Landlord to any holding over by Tenant.  In the event of Tenant’s failure to give such notice or participate in such joint inspection.  Landlord’s inspection at or after Tenant’s vacating the Premises shall

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conclusively be deemed correct for purposes of determining Tenant’s responsibility for repairs and restoration.  Any delay caused by Tenant’s failure to carry out its obligations under this Paragraph 36 beyond the term hereof, shall constitute unlawful and illegal possession of Premises under Paragraph 25 hereof.

37.PARKING

So long as Tenant is occupying the Premises, Tenant and Tenant’s Parties shall have the right to use up to the number of parking spaces, if any, specified in the Basic Lease Information on a unreserved, nonexclusive, first come, first served basis, for passenger-size automobiles, in the parking areas in the Project designated from time to time by Landlord for use in common by tenants of the Building.

Tenant may request additional parking spaces from time to time and if Landlord in its sole discretion agrees to make such additional spaces available for use by Tenant, such spaces shall be provided on a month-to-month unreserved and nonexclusive basis (unless otherwise agreed in writing by Landlord), and subject to such parking charges as Landlord shall determine, and shall otherwise be subject to such terms and conditions as Landlord may require.

Tenant shall at all times comply and shall cause all Tenant’s Parties and visitors to comply with all Regulations and any rules and regulations established from time to time by Landlord relating to parking at the Project, including any keycard, sticker or other identification or entrance system, and hours of operation, as applicable.

Landlord shall have no liability for any damage to property or other items located in the parking areas of the Project, nor for any personal injuries or death arising out of the use of parking areas in the Project by Tenant or any Tenant’s Parties.  Without limiting the foregoing, if Landlord arranges for the parking areas to be operated by an independent contractor not affiliated with Landlord, Tenant acknowledges that Landlord shall have no liability for claims arising through acts or omissions of such independent contractor.  In all events, Tenant agrees to look first to its insurance carrier and to require that Tenant’s Parties took first to their respective insurance carriers for payment of any losses sustained in connection with any use of the parking areas.

Landlord reserves the right to assign specific spaces, and to reserve spaces for visitors, small cars, disabled persons or for other tenants or guests, and Tenant shall not park and shall not allow Tenant’s Parties to park in any such assigned or reserved spaces.  Tenant may validate visitor parking by such method as Landlord may approve, at the validation rate from time to time generally applicable to visitor parking.  Landlord also reserves the right to alter, modify, relocate or close all or any portion of the parking areas in order to make repairs or perform maintenance service, or to restripe or renovate the parking areas, or if required by casualty, condemnation, act of God. Regulations or for any other reason deemed reasonable by Landlord.

Tenant shall pay to Landlord (or Landlord’s parking contractor, if so directed in writing by Landlord), as Additional Rent hereunder, the monthly charges established from time to time by Landlord for parking in such parking areas (which shall initially be the charge specified in the Basic Lease information, as applicable).  Such parking charges shall be payable in advance with Tenant’s payment of Basic Rent. No deductions from the monthly parking charge shall be made for days on which the Tenant does not use any of the parking spaces entitled to be used by Tenant. Notwithstanding the foregoing, Landlord shall not move the two (2) reserved customer parking stalls as mentioned in the Basic Lease Information (unless Landlord is required to by direction of a governmental authority having jurisdiction over sold matters) unless Landlord moves the location of the Premises. In which case Landlord will provide customer success providing similar access.

38.MISCELLANEOUS

A.General.  The term “Tenant” or any pronoun used in place thereof shall indicate and include the masculine or feminine, the singular or plural number, individuals, firms or corporations, and their respective successors, executors, administrators and permitted assigns according to the context hereof.

B.Time. Time is of the essence regarding this Lease and all of its provisions.

C.Choice of Law.  This Lease shall in all respects be governed by the laws of the State of California.

D.Entire Agreement.  This Lease, together with its Exhibits, addends and attachments and the Basic Lease Information, contains all the agreements of the parties hereto and supersedes any previous negotiations.  There have been no representations made by the Landlord or understandings made between the parties other than those set forth in this Lease and its Exhibits, addenda and attachments and the Basic Lease Information.

E.Modification.  This Lease may not be modified except by a written instrument signed by the parties hereto.  Tenant accepts the area of the Premises as specified in the Basic Lease Information as the approximate area of the Premises for all purposes under this Lease, and acknowledges and agrees that no other definition of the area (rentable, usable or otherwise) of the Premises shall apply.  Tenant shall in no event be entitled to a recalculation of the square footage of the Premises, rentable, usable or otherwise, and no recalculation, if made, irrespective of its purpose, shall reduce Tenant’s obligations under this Lease in any manner, including without limitation the amount of Base Rent payable by Tenant or Tenant’s Proportionate Share of the Building and of the Project.

F.Severability.  If, for any reason whatsoever, any of the provisions hereof shall be unenforceable or ineffective, all of the other provisions shall be and remain in full force and effect.

G.Recordation.  Tenant shall not record this Lease or a short form memorandum hereof.

H.Examination of Lease.  Submission of this Lease to Tenant does not constitute an option or offer to lease and this Lease is not effective otherwise until execution and delivery by both Landlord and Tenant.

I.Accord and Satisfaction.  No payment by Tenant of a lesser amount than the total Rent due nor any endorsement on any check or letter accompanying any check or payment of Rent shall be deemed an accord and satisfaction of full payment of Rent, and Landlord may accept such payment without prejudice to Landlord’s right to recover the balance of such Rent or to pursue other remedies.  All offers by or on behalf of Tenant of accord and satisfaction are hereby rejected in advance.

J.Easements.  Landlord may grant easements on the Project and dedicate for public are portions of the Project without Tenant’s consent; provided that no such grant or dedication shall materially interfere with Tenant’s Permitted Use of the Premises.  Upon Landlords’ request, Tenant shall execute, acknowledge and deliver to Landlord documents, instruments, maps and plans necessary to effectuate Tenant’s covenants hereunder.

K.Drafting and Determination Presumption.  The parties acknowledge that this Lease has been agreed to by both the parties, that both Landlord and Tenant have consulted with attorneys with respect to the terms of this Lease and that no presumption shall be

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created against Landlord because Landlord drafted this Lease. Except or otherwise specifically set forth in this Lease, with respect to any consent, determination or estimation of Landlord required or allowed in this Lease or requested of Landlord, Landlord’s consent, determination or estimation shall be given or made solely by Landlord in Landlord’s good faith opinion, whether or not objectively reasonable.  If Landlord fails to respond to any request for its consent within the time period, if any, specified in this Lease, Landlord shall be deemed to have disapproved such request.

L.Exhibits.   The Basic Lease Information, and the Exhibits, addends and attachments attached hereto are hereby incorporated herein by this reference and made a part of this Lease as though fully set forth herein.

M.No Light, Air or View Easement.   Any diminution or shutting off of light, air or view by any structure which may be erected on lands adjacent to or in the vicinity of the Building shall in no way affect this Lease or impose any liability on Landlord.

N.No Third Party Benefit.   This Lease is a contract between Landlord and Tenant and nothing herein is intended to create any third party benefit.

O.Quiet Enjoyment.    Upon payment by Tenant of the Rent, and upon the observance and performance of all of the other covenants, terms and conditions on Tenant’s part to be observed and performed, Tenant shall peaceably and quietly hold and enjoy the Premises for the term hereby demised without hindrance or interruption by Landlord or any other person or persons lawfully or equitably claiming by, through or under Landlord, subject, nevertheless, to all of the other terms and conditions of this Lease. Landlord shall not be liable for any hindrance, interruption, interference or disturbance by other tenants or third persons, nor shall Tenant be released from any obligations under this Lease because of such hindrance, interruption, interferance or disturbances.

P.Counterparts.   This Lease may be executed in any number of counterparts, each of which shall be deemed an original.

Q.Multiple Parties.   If more than one person or entity is named herein as Tenant, such multiple parties shall have joint and several responsibility to comply with the terms of this Lease.

R.Prorations.   Any Rent or other amounts payable to Landlord by Tenant hereunder for any fractional month shall be prorated based on a month of 30 days. As used herein, the term “fiscal year” shall mean the calendar year or such other fiscal year as Landlord may deem appropriate.

39.ADDITIONAL PROVISIONS

A.Option to Renew.   Landlord hereby grants the Tenant the Option to Renew the Initial Term of the Lease for one (1) additional five (5) year period upon and subject to the Terms and Conditions set forth herein (the “Option Term”).  The Option shall be exercised, if at all, by written notice, delivered to Landlord no earlier than nine (9) months nor later than six (6) months prior to the expiration date of the Option Term.  In the event Tenant exercises the Option, each of the Terms, covenants, and conditions of the Lease shall apply during the Option Term as though the expiration date of the Option Term was the date originally set forth herein as the expiration date of the Initial Term except that the monthly Rent to be paid during the Option Term shall be equal to Landlord’s published rates (for space located on the ground floor of the Building), but in no event shall the monthly rental payable during the Option Term be less than the monthly Rent payable to Landlord during the last full calendar month of the initial Term.  Anything contained herein to the contrary notwithstanding, if Tenant is in material default under any of the Terms, covenants, or conditions of this Lease, either at the time Tenant exercised the Option or any time thereafter prior to the commencement date of the Option Term, and such default is not cured within the applicable cure period, Landlord shall have, in addition to all of Landlord’s other rights and remedies provided in the Lease, the right to Terminate the Option already exercised by Tenant upon notice to Tenant, in which event the expiration of this lease shall be and remain the expiration date of the initial Term period.  This Option is personal to the original Tenant executing the Lease and may not be assigned or exercised after any assignment or sublease of any portion of the Premises (other than to an affiliate to Tenant as permitted under Paragraph 21 of this Lease).

B.Automated Teller Machine and Night Drop:   Landlord shall grant Tenant the right to place an automated Teller Machine and Night Drop on the Premises subject to a mutually acceptable location.  All costs associated with the installation, maintenance and ultimate removal of said machine and Night Drop shall be at Tenant’s sole cost and expense.  Landlord shall use commercially reasonable efforts to avoid blocking access to the ATM and Night Drop.

C.Building Eyebrow Signage Right: Landlord shall grant the original Tenant signing this Lease, the right to display “eyebrow” signage (the “Building Signage Right”), as described below, on the third level of the exterior concrete portion of the Building, facing southerly (toward the baseball stadium), at the proposed location indicated on the Sign Plan attached hereto as Exhibit F, subject to the following conditions:

(1)The Building Signage Right is personal to Tenant, and is for the sole purpose of displaying Tenant’s name, “Bank of Commerce” and no other.

(2)Tenant shall submit plans and drawings for signage to Landlord and to the City of Anaheim and shall obtain written approval from both prior to installation; should the City of Anaheim decline to approve such request for signage, Landlord shall have no further obligation with respect to the Building Signage Right and this Lease shall remain fully enforceable.

(3)Tenant signage shall remain in the same location and in the same configuration throughout the Term of the Lease hereof.

(4)Tenant’s Building Signage Right, granted herein, shall be deemed revoked and terminated upon occurrence of any of the following events:

(a)Tenant shall be in default, as defined in Article 26, and shall not have cured said default for a period of sixty (60) days or longer period of time if the nature of said failure would reasonably take a longer period of time to cure, provided Tenant is acting to cure said failure in a diligent “good-faith” manner.

(b)Tenant shall assign this Lease except for an assignment governed by Article 9 hereof.

(c)This Lease shall terminate or otherwise no longer be in effect herein.

(5)Upon expiration or earlier termination of this Lease or at such other time as Tenant’s Building Signage Right is terminated herein, Landlord shall cause Tenant’s signage to be removed from the Building and Landlord shall repair and restore to the condition in which it existed prior to the installation of Tenant’s signage (less reasonable wear and tear), all at the sole cost and expense of tenant.  Tenant shall pay all costs and expenses, for such removal and restoration, which shall include if necessary

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replacement of the concrets (due to damage and or fading) or glass panels on which sign was attached, within thirty (30) days of invoice.

(6)Throughout the Term of this Lease while this Paragraph 39C is in effect, Tenant shall maintain its signage in good condition and repair, and all costs of maintenance and repair shall be borne by Tenant. Maintenance shall include, without limitation, replacement of damaged letters or damaged Building panels, lights (if illuminated), cleaning at reasonable intervals, etc. If Tenant’s signage is to be illuminated, Tenant shall pay for the costs of installing electrical power to Tenant’s signage and such electrical power shall be separately metered and billed to Tenant.  Tenant shall make all repairs and maintenance at its sole cost and expense to assure that the signage is properly illuminated, without “gapping” at all times.

(7)This Building Signage Right shall not preclude Landlord from placing other signage on the Building, at Landlord’s sole discretion.

40.JURY TRIAL WAIVER

EACH PARTY HERETO (WHICH INCLUDES ANY ASSIGNEE, SUCCESSOR HEIR OR PERSONAL REPRESENTATIVE OF A PARTY) SHALL NOT SEEK A JURY TRIAL, HEREBY WAIVES TRIAL BY JURY, AND HEREBY FURTHER WAIVES ANY OBJECTION TO VENUE IN THE COUNTY IN WHICH THE BUILDING IS LOCATED, AND AGREES AND CONSENTS TO PERSONAL JURISDICTION OF THE COURTS OF THE STATE IN WHICH THE PROPERTY IS LOCATED, IN ANY ACTION OR PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OR OCCUPANCY OF THE PREMISES, OR ANY CLAIM OF INJURY OR DAMAGE, OR THE ENFORCEMENT OF ANY REMEDY UNDER ANY STATUE, EMERGENCY OR OTHERWISE, WHETHER ANY OF THE FOREGOING IS BASED ON THIS LEASE OR ON TORT LAW.  EACH PARTY REPRESENTS THAT IT HAS HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL CONCERNING THE EFFECT OF THIS PARAGRAPH 40.  THE PROVISIONS OF THE PARAGRAPH 40 SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS LEASE.

IN WITNESS WHEREOF, the parties hereto have executed this Lease of the day and the year first above written.

LANDLORD					TENANT
Spicker Properties, L.P.,					Bank of Commerce
a California limited partnership					a California corporation
By:	Spicker Properties, Inc.,
	a Maryland corporation,
	its general partners
	By:		/s/ Alan Dibartolomeo		By:	/s/ Ernest Gwin
				Alan Dibartolomeo			Ernest Gwin
				Vice President			Senior Vice President, Regional Manager
	By:		/s/ John Davenport		By:	/s/ Gary Cristofani
				John Davenport				Gary Cristofani
				Regional Senior Vice President				Executive Vice President
Date:		11/24/98			Date:			11/18/98

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EXHIBIT “A”

SITE PLAN/PROPERTY DESCRIPTION

STADIUM TOWERS PLAZA

2400 E. Katella Avenue, Anaheim, CA

Site Plan of the Project (Building is outlined in blue ink; Project is outlined in green ink)

This site plan is intended only to show the General layout of the property or a part thereof.  Landlord reserves the right to alter, add to or omit in whole or in part any structures, and/or improvements, and/or common areas and/or land area shown on this plan.  All measurements and distances are approximate.  This plan is not to be scaled.

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EXHIBIT “B”

OUTLINE OF PREMISES

Exhibit “B” is intended only to show the general layout of the Premises as of the beginning of the Term of this Lease.  If does not in any way supersede any of Landlord’s rights set forth in the Lease with respect to arrangements and/or locations of public parts of the Building and changes in such arrangements and/or locations.  This plan is not to be scaled.

Not to Scale

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EXHIBIT “C”

TENANT IMPROVEMENTS AND SPECIFICATIONS

1.            In consideration of the mutual covenants contained in the Lease of which this Exhibit C is a part. Landlord agree to perform the following Initial tenant improvement work in the Premises (“Tenant Improvements”)

Demo:	Existing electrical room walls (2): a portion of division wall on southeast side of Premises. Relocate existing millwork in kitchen (See millwork below).
Carpet:	A portion of existing kitchen will be recarpeted, where existing walls are removed New carpet shall be installed.
VCT:	Existing VCT will be replaced new VCT.
Lighting:	Each office shall have two (2) light fixtures. Other light fixtures shall be relocated per Exhibit C1.
Electrical:	Two (2) electrical duplex (non-dedicated), one (1) phone outlet and one (1) light switch in each new enclosed area. Landlord to provide 110 volt power to the ATM/Night Drop room Tenant to connect the power to the machines).
Sidelights:	One (1), 24” wide sidelight approximately 8’10” high in each new office; conference room will have 6’ wide sidelight.
Sprinklers:	Change as required.
Ceiling:	No changes to existing required.
HVAC:	New enclosed areas shall each have one supply and one return vent
Millwork:	Customer transaction counter to accommodate four customers (approximately 16 lincal feet); one customer service transaction counter (approximately 4 lincal feet); relocate existing kitchen millwork.
Plumbing:	Connect sink to relocated millwork.
Divisional Walls:	Full height (to celling T-bar) walls:  Conference room, work room, safe room, four new offices; storage room; ATM and night deposit room.
	Low walls (48”) with drywall caps:  New accounts; customer service; administration.
Paint:	New offices to be painted with Building Standard, Dunn-Edward’s Powder Plume.
Doors:	Each new office shall have a door; customer service shall have a low gate; new accounts shall have gate.
ATM/Night Drop/Safe:	Automated Teller Machine, Night Drop and safe shall be provided and installed by Tenant, at Tenant’s sole cost and expense. The ATM and Night Drop shall be installed on south side of Building near rear entrance. The safe shall be installed inside the Premises.
Glass & Glazing:	Tenant, at Tenant’s sole cost and expense, with Landlord’s prior written approval, shall remove the existing exterior glass in the areas where Tenant is to install the ATM and Night Drop for storage by Landlord.  Tenant shall then install new glass to fit the ATM and Night Drop.  At the end of the lease Term, Tenant, at Tenant’s sole cost and expense shall remove the ATM and Night Drop, repair any damage and reinstall the original glass.

Landlord shall cause to have prepared a space plan and/or construction drawings substantially incorporating the above scope of tenant improvement work, which shall be attached hereto as Exhibit “C-1” and made a part hereof.

2.Notwithstanding the foregoing, Landlord agrees to provide Tenant with Tenant improvements pursuant to a mutually agreed upon space plan which is attached hereto as Exhibit C1, subject to Landlord’s approval of the costs. In the event of any conflicts or inconsistencies, Exhibit C1 shall prevail.  Landlord’s total contribution towards cost (the “Tenant Improvement Allowance”) shall not exceed sixty thousand, eight hundred seventy dollars ($60,870). The Tenant Improvement Allowance shall include costs associated with construction, including but not limited to space planning, working drawing, engineering, permits, contractor profit, overhead and Landlord administration fee. Tenant shall pay, procure and install at its sole cost and expense, the ATM, night drop, safe and any voice and data cabling. If the cost of the Tenant Improvements exceeds the Tenant Improvement Allowance, Tenant shall pay Landlord such excess cost within three (3) business days after Landlord’s notice to Tenant of such excess cost. All work is to be performed using Landlord’s Building Standard materials and in the Building Standard manner.  As used herein, “Building Standard.” shall mean the standards for a particular item selected from time to time by Landlord for the Building or such other standards as may be mutually agreed upon between Landlord and Tenant in writing.

3.Without limiting the “as-is” provisions of the Lease, Tenant accepts the Premises in its “as-is” condition and acknowledges that Landlord has no obligation to make any changes or improvements to the Premises or to pay any costs expanded or to be expanded in connection with any such changes or improvements, other than the Tenant Improvements specified in Paragraph 1 of this Exhibit C.

4.Tenant shall not perform any work in the Premises (including, without limitation, cabling, wiring, Fixturization, painting, carpeting, replacement or repairs) except in accordance with Paragraphs 12 and 27 of the Lease.

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EXHIBIT “C-1”

SPACE PLAN

Attached hereto and made a part hereof.

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EXHIBIT “D”

BUILDING/PROJECT RULES AND REGULATIONS

1.Sidewalks, halls, passages, exits, entrances, elevators, escalators and stairways shall not be obstructed by Tenant’s or used by them for any purpose other than for ingress to and egress from their respective premises.  The halls, passages, exits, entrances, elevators and stairways are not for the use of the general public and Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence, in the judgment of Landlord, shall be prejudicial to the safety, character, reputation and interests of the Building and its Tenant’s, provided that nothing herein contained shall be construed to prevent such access to persons with whom any Tenant normally deals in the ordinary course of such Tenant’s business unless such persons are engaged in illegal activities.  No Tenant, and no employees or invitees of any Tenant, shall go upon the roof of the Building, except as authorized by Landlord.

2.No sign, placard, picture, name, advertisement or notice, visible from the exterior of lease premises shall be inscribed, painted, affixed, installed or otherwise displayed by any Tenant either on its premises or any part of the Building without the prior written consent of Landlord, and Landlord shall have the right to remove any such sign, placard, picture, name, advertisement, or notice without notice to an at the expense of the Tenant.  If Landlord shall have given such consent to any Tenant at any time, whether before or after the execution of the lease, such consent shall in no way operate as a waiver or release of any of the provisions hereof or of such lease, and shall be deemed to relate only to the particular sign, placard, picture, name, advertisement or notice so consented to by Landlord and shall not be construed as dispensing with the necessity of obtaining the specific written consent of Landlord with respect to any other such sign, placard, picture, name, advertisement or notice.  All approved signs or lettering on doors and walls shall be printed, painted, affixed or inscribed at the expense of the Tenant by a person approved by Landlord.

3.The bulletin board or directory of the Building will be provided exclusively for the display of the name and location of Tenant’s, and Landlord reserves the right to exclude any other names therefrom.

4.No curtains, draperies, blinds, shutters, shades, screens or other coverings, awnings, hangings or decorations shall be attached to, hung or placed in, or used in connection with, any window or door on any premises without the prior written consent of Landlord.  In any event with the prior written consent of the Landlord, all such items shall be installed inboard of Landlord’s standard window covering and shall in now way be visible from the exterior of the building. No articles shall be placed or kept on the window stills so as to be visible from the exterior of the Building.  No articles shall be placed against glass partitions or doors which might appear unsightly from outside Tenant's Premises.

5.Landlord reserves the right to exclude from the Building between the hours of 6 p.m. and 8 a.m. and at all hours on Saturdays, Sundays and holidays all persons who are not Tenant’s or their accompanied guests in the Building.  Each Tenant shall be responsible for all persons for whom it allows to enter the building and shall be liable to Landlord for all acts of such persons.  Landlord shall in no case be liable for damages for error with regard to the admission to or exclusion from the Building of any person.  During the continuance of any invasion, mob, riot, public excitement or other circumstance rendering such action advisable in Landlord’s opinion, Landlord reserves the right to prevent access to the Building and property in the Building.

6.No Tenant shall employ any person or persons other than the janitor of Landlord for the purpose of cleaning Premises unless otherwise agreed to by Landlord in writing.  Except with the written consent of Landlord no person or persons other than those approved by Landlord shall be permitted to enter the Building for the purpose of cleaning the same.  No Tenant shall cause any unnecessary labor by reason of such Tenant’s carelessness or indifference in the preservation of good order and cleanliness of the Premises.  Landlord shall in no way be responsible for any loss of property on the Premises, however occurring, or for any damage done to the effects of any Tenant by the janitor or any other employee or any other person.

7.No Tenant shall obtain for use upon its premises ice, drinking water, food, beverage, towel or other similar service except through facilities provided by Landlord (and maintained by Tenant) and under regulations fixed by Landlord, or accept barbering or bootblacking services in its Premises except from persons authorized by Landlord.

8.Each Tenant shall see that all doors of its Premises are closed and securely locked and must observe strict care and caution that all water faucets or water apparatus are entirely shut off before Tenant of its employees leave such Premises, and that all utilities shall likewise be carefully shut off, so as to prevent waste of damage, and for any default or carelessness the Tenant shall make good all injuries sustained by other Tenant’s or occupants of the Building or Landlord.  On multiple-tenancy floors, all Tenant’s shall keep the door or doors to the Building corridors closed at all times except for ingress and egress.

9.As more specifically provided in the Tenant’s Lease of the Premises,. Tenant shall not waste electricity, water or air-conditioning and agrees to cooperate fully with Landlord to assure the most effective operation of the Building’s heating and air-conditioning, and shall refrain from attempting to adjust any controls other than room thermostats installed for Tenant’s use.

10.No Tenant shall alter any lock or access device or install a new or additional lock or access device or any bolt on any door of its Premises without the prior written consent of Landlord.  If Landlord shall give its consent, the Tenant shall in each case furnish Landlord with a key for any such lock.

11.No Tenant shall make or have made additional copies of any keys or access devices provided by Landlord.  Each Tenant, upon termination of the Tenancy, shall deliver to Landlord all the keys of access devices for the Building, offices, rooms and toilet rooms which shall have been furnished the Tenant or which the Tenant shall have had made.  In the event of the loss of any keys or access devices so furnished by Landlord, Tenant shall pay Landlord therefor.

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12.The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever, shall be thrown therein, and the expense of any breakage, stoppage or damage resulting from the violation of this rule shall be borne by the Tenant who, or whose employees or invitees, shall have caused it.

13.No Tenant shall use of keep in its Premises or the Building any kerosene, gasoline or inflammable or combustible fluid or material other than limited quantities necessary for the operation or maintenance of office or office equipment.  No Tenant shall use any method of heating or air conditioning other than that supplied by Landlord.

14.No Tenant shall use, keep or permit to be used or kept in its Premises any foul or noxious gas or substance, or permit or suffer such premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors and/or vibrations or interface in any way with other Tenant’s, or those having business therein, nor shall any animals or birds be brought or kept in or about any premises of the Building.

15.No cooking shall be done or permitted by any Tenant on its Premises (except that use by the Tenant of Underwriters’ Laboratory approved equipment for the preparation of coffee, tea, hot chocolate and similar beverages for Tenant and their employees shall be permitted, provided that such equipment and use is in accordance with all applicable Federal, state and city laws, codes, ordinances, rules and regulations), nor shall Premises be used for lodging.

16.Except with the prior written consent of Landlord, no Tenant shall sell, or permit the sale, at retail, or newspapers, magazines, periodicals, theater tickets or any other goods or merchandise in or on any premises, nor shall Tenant carry on, or permit or allow any employee or other person to carry on, the business of stenography, typewriting or any similar business in or from any premises for the service of accommodation of occupants of any other portion of the Building, nor shall the premises of any Tenant be used for any improper, immoral or objectionable purpose or any business or activity other that that specifically provided for in such Tenant’s lease.

17.If Tenant requires telegraphic, telephonic, burglar alarm or similar services, it shall first obtain, and comply with, Landlord’s instructions in their installation.

18.Landlord will direct electricians as to where and how telephone, telegraph and electrical wires are to be introduced or installed. No boring or cutting for wires will be allowed without the prior written consent of Landlord.  The location of burglar alarms, telephones, call boxes an other office equipment affixed to all premises shall be subject to the written approval of Landlord.

19.No Tenant shall install any radio or television antenna, loudspeaker or any other device on the exterior walls or the roof of the Building, Tenant shall not interfere with radio or television broadcasting or reception from or in the Building or elsewhere.

20.No Tenant shall lay linoleum, life, carpet or any other floor covering so that the same shall be affixed to the floor of its premises in any manner except as approved in writing by Landlord.  The expenses of repairing any damage resulting from a violation of this rule or the removal of any floor covering shall be borne by the Tenant by whom, or by whose contractor employee or invitees, the damage shall have been caused.

21.No furniture, freight, equipment, materials, supplies, packages, merchandise or other property will be received in the Building or carried up or down in the elevators except between such hours and in such elevators as shall be designated by Landlord.

Landlord shall have the right to proscribe the weights, size and position of all sofas, furniture or other heavy equipment brought into the Building. Safes or other heavy object shall, if considered necessary by Landlord, stand on wood strips of such thickness as determined by Landlord to be  necessary to properly distribute the weight thereof,  Landlord will not be responsible for loss of or damage to any such safe, equipment of property from any cause, and all damage done to the Building by moving or maintaining any such safe, equipment or other property shall be repaired at the expense of Tenant.

Business machines and mechanical equipment belonging to Tenant which cause noise or vibration that may be transmitted to the structure of the Building or to any space therein to such a degree as to be objectionable to Landlord or to any Tenant’s in the Building, shall be placed and maintained by Tenant, at Tenant’s expense, on vibration eliminators or other devices sufficient to eliminate noise or vibration.  The persons employed to move such equipment in or out of the Building must be acceptable to Landlord.

22.No Tenant shall place a load upon any floor of the premises which exceeds the load per square foot which such floor was designed to carry and which is allowed by law.  No Tenant shall mark, or drive nails, screw or drill into, the partitions, woodwork or plaster or in any way deface such Premises or any part thereof.

23.No Tenant shall install, maintain or operate upon the Promises any vending machine without the written consent of Landlord.

24.There shall not be used in any space, or in the public areas of the Building, either by any Tenant or others, any hand trucks except those equipped with rubber tires and side guards or such other material-handling equipment as Landlord may approve.  No other vehicles of any kind shall be brought by any Tenant into or kept in or about the Premises.

25.Each Tenant shall store all its trash and garbage within the interior of its Premises.  No material shall be placed in the trash boxes or receptacles if such material is of such nature that if may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage in the city without violation of any law or ordinance governing such disposal.  All trash, garbage and refuse disposal shall be made only through entryways and elevators provided for such purpose and at such times as Landlord shall designate.

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26.Canvassing, soliciting, distribution of handbills or any other written material, and peddling in the Building are prohibited and each Tenant shall cooperate to prevent the same.  No Tenant shall make room-to-room solicitation of business from other Tenant’s in the building.

27.Landlord shall have the right, exercisable without notice and without liability to any Tenant, to change the name and address of the Building.

28.Landlord reserves the right to exclude or expel from the Building any person who, in Landlord’s judgment, is intoxicated or under the influence of liquor or drugs or who is in violation of any of the rules and regulations of the Building.

29.Without the prior written consent of Landlord, Tenant shall not use the name of the Building in connection with or in promoting or advertising the business of Tenant except as Tenant’s address.

30.Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency.

31.Tenant assumes any and all responsibility for protecting its Premises from the fire, robbery and pilferage, which includes keeping doors locked and other mean of entry to the Premises closed.

32.The requirements of Tenant’s will be attended to only upon application at the office of the Building Manager by an authorized individual.  Employee of Landlord shall not perform any work or do anything outside of their regular duties unless under special instructions from Landlord, and no employees will admit any person (Tenant or otherwise) to any office without specific instructions from Landlord.

33.Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular Tenant or Tenant’s, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other Tenant or Tenant’s, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all Tenant’s of the Building.

34.Landlord reserves the right to make other and reasonable rules and regulations as in its judgment may from time to time be needed for safety and security, for care and cleanliness of the Building and for the preservation of good order therein.  Tenant agrees to abide by all such Rules and Regulations hereinabove stated and any additional rules and regulations which are adopted.  Landlord shall use commercially reasonable efforts to enforce the rules and regulations in a non-discriminatory manner.

35.Landlord reserves the right to designate the use of the parking spaces on the Premises.

36.Tenant shall use carpet protectors under all desk chairs.

37.Tenant or Tenant’s guests shall park between designated parking lines only, and shall not occupy two parking spaces with one car.  Vehicles in violation of the above shall be subject to tow-away, at vehicle owner’s expense.

38.Vehicles parked on Premises overnight without prior written consent of the Landlord shall be deemed abandoned and shall be subject to tow-away at vehicle owner’s expense.

39.Tenant shall be responsible for the observance of all of the forgoing Rules and Regulations by Tenant’s employees, agents, clients, customer invitees and guests.

40.These Rules and Regulations are in addition to, and shall not be constructed to in any way modify, alter or amend, in whole or in part, the terms and covenants, agreements and conditions of any lease of Premises in the Building.  The word “Building” as used herein means the 2400 E. Katella building of which the Premises are part.

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EXHIBIT “E”

PARKING RULES AND REGULATIONS

1.Landlord may install parking controls and charge market rates for parking, at Landlord’s sole option.  All of the payments and charges provided in this Exhibit “E” shall be collectable as additional rent under the Lease.

2.Tenant and its employees and business invitees shall not park any vehicle in any stall designed for the exclusive use of any other person and Tenant further agrees to employ reasonable measures to assure that its employees do not park in any such stall.  Tenant shall furnish Landlord with a list of its employees and its employees, vehicles license numbers within fifteen (15) days after the Commencement Date and thereafter notify Landlord of any changes in such list within five (5) days after such change occurs.  Tenant agrees to assume responsibility for compliance by its employees with all Parking Rules and for all losses (including the loss of parking entrance key-cards, if any) and other damages caused by Tenant or Tenant’s agents, servants, employees, contractors, visitors or licensees occurring during or relating to any use of the Building’s parking facilities.  In addition to all other remedies available to Landlord under the Lease, at law or equity, in the event any of Tenant’s employees park in violation of the Parking Rules, Landlord may charge a Tenant a “violation fee” therefore set by Landlord from time to time. Landlord’s current, violation fee is Fifteen Dollars ($15.00) per automobile for each day or partial day each such vehicles is so parked in violation of the Parking Rules.  Tenant hereby authorizes Landlord to tow away from the Project or attach violation stickers, devices or notices to any vehicle belonging to Tenant or its employees which Landlord in good faith determines is parked in violation of the Parking Rules.  All costs of any such towing or violation device and all applicable violation fees shall be payable by Tenant immediately upon demand by Landlord and, at Landlord’s option, such payment may be required prior to the release of the towed vehicle to its owner.

3.A condition of any parking shall be compliance by the vehicle operator with all Parking rules, including, without limitation, displaying any sticker or complying with any other identification system from time to time established by Landlord.  Landlord expressly reserves the right to refuse the right to refuse to permit any person or vehicle in violation of the Parking Rules to enter or remain in parking areas of the Project and to demand return therefrom of all parking stickers or other identification supplied by Landlord and Tenant hereby agrees to assist Landlord in enforcing all Parking Rules.

4.In the event any surcharge, regulatory fee or parking tax is at any time imposed by any governmental authority, Tenant shall pay all such amounts applicable to Tenant’s parking privileges hereunder to Landlord either in advance on the first day of each calendar month concurrently with its Monthly Rental Installments or as otherwise billed from time to time by Landlord.

5.All parking privileges hereunder are personal to Tenant, and accordingly, in the event Tenant assigns of sublets all or any portion of the Premises, all of the same shall be reduced proportionately based on the Usable Area so unsigned or sublet and any assignee or subtenant or Tenant shall receive only then prevailing parking privileges at the full then prevailing rates therefore.

6.Landlord shall not be responsible for enforcing Tenant’s exclusive right to use any of its reserved parking stalls under the Lease nor shall Tenant have any right to impound, tow or impose any penalty on vehicles occupying such spaces.

7.Visitor and guest parking shall be within designated visitor parking areas established by Landlord, subject, however, to such rates or other charges that may be established by Landlord at any time or from time to time.  In the event that Landlord Institutes such visitor and guest parking charges, Tenant’s visitors and guests shall be required to pay Landlord’s prevailing rates.  Tenant may elect to validate such parking for their guests at its own cost, if desired.

8.Parking rules attached.

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CURRENT PARKING RULES

1.Cars must be parked entirely within painted stall lines.

2.All directional signs and arrows must be observed.

3.All posted speed limits for the parking areas shall be observed.  If no speed limit is posted for an area, the speed limit shall be five (5) miles per hour.

4.Parking is prohibited.

(a)   in areas not striped for parking;

(b)   in aisles;

(c)where “no parking” signs are posted;

(d)on ramps;

(e)   in cross hatched areas; and

(f)in such other areas as may be designated by Landlord.

5.Handicap and visitor stalls shall be used by handicapped persons or visitors, as applicable.

6.Parking stickers or any other device or form of identification supplied by Landlord from time to time (if any) shall remain the property of Landlord.  Such parking identification device must be displayed as requested and may not be mutilated in manner.  The serial number of the parking identification device may not be obliterated.  Devices are not transferable and any device in possession of any unauthorized holder will be void.  There will be replacement charge payable by the parker and such parker’s appropriate tenant equal to the amount posted from time to time by Landlord for loss of any magnetic parking card or any parking sticker.

7.Every parker is required to park and lock his or her own car.  All responsibility for damage to cars or persons is assumed by the parker.

8.Loss or theft of parking identification devices must be reported to Landlord, and a report of such loss or theft must be filled by the parker at that time.  Any parking identification devices reported lost or stolen found on any unauthorized car will be confiscated and the illegal holder will be subject to prosecution.  Lost or stolen devices found by the parker must be reported to Landlord immediately to avoid confusion.

9.Parking spaces are for the express purpose of parking one automobile per space.  Washing, waxing, cleaning, or servicing of any vehicle by the parker and/or such person’s agents is prohibited.  The parking areas shall not be used for overnight or other storage for vehicles of any type.

10.Landlord reserves the right to refuse the issuance of parking identification or access devices to any tenant and/or such tenant’s agents or representatives who willfully refuse to comply with the Parking Rules and/or all applicable governmental ordinances, laws, or agreements.

11.Tenant shall acquaint its employees and visitors with the Parking Rules, as they may be in effect form time to time.

12.Any monthly rate for rental of a parking space shall be paid one month in advance prior to the first day of such month. Failure to do so will automatically cancel parking privileges, and a charge of the prevailing daily rate will be due.  No deductions or allowances form the monthly rate will be made for days a parker does not use the parking facilities.

13.Each parker shall pay a reasonable deposit for any parking card issued to such a person.  Such deposit shall be paid at the time the parking card is issued and shall be forfeited if the parking card is lost.  Such deposit shall be returned without interest, at the time each person ceases to utilize the parking facilities, upon surrender of the parking card.  A reasonable replacement charge shall be paid to replace a lost card and an amount in excess of the initial deposit may be charged as the replacement fee.

[END OF PARKING RULES]

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EXHIBIT “F”

BUILDING SIGNAGE CRITERIA

Stadium Towers Plaza Signage Criteria has been prepared to meet the standards established by the Landlord.  Signs are an integral part of the overall appearance of the Project and must be designed and controlled to contribute to this quality environment.  To ensure a high level of appearance of all graphics and signs, the following criteria has been developed.

In fairness to all, conformance will be strictly enforced.  Any non-conforming signs will be brought into conformance at the Tenant’s expenses.  Except as provided herein, no other sign (banners, painted, illuminated, etc.) on exterior or interior window areas, will be allowed.

Type of Sign

1.Major identification - Tenant shall be entitled to one (1) building eyebrow sign for the Premises.  The sign shall be constructed per the specifications attached in Exhibit F-1 which shows the planned size and materials.  Eyebrow signage will be of “standard” materials and size with a “standard” typestyle using individual white letters, backlit.  Business name only and no trademark/logo.  The eyebrow signage between the third and forth story of the building on the south side, facing Anaheim Stadium.  Said signage shall be installed at Tenant’s sole cost and expense and subject to all governmental approvals.  Notwithstanding anything to the contrary contained within the paragraph.  Bank of Commerce shall not be allowed promotional or other signage with their name or logo in the building entry or lobby area.

Prior to fabrication and installation of Tenant sign, scaled drawings must be provided to Landlord for approval.  Tenant is responsible for drawing, permit, manufacturing and installation and removal costs of its sign.

Any deviations to this criteria must be approved by Landlord in writing.

Exhibit F-1 depicting the Building Signage Right (Building eyebrow signage) is attached hereto and made a part hereof.

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EXHIBIT “F-1”

BUILDING EYEBROW SIGNAGE

Attached hereto and made a part hereof.

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EXHIBIT “G”

JANITORIAL SPECIFICATIONS

LOBBY, CORRIDORS AND ENTRIES

DAILY SERVICES

SWEEP AND CLEAN BUILDING.

CLEAN AND REMOVE SMUDGES FROM ENTRY DOOR GLASS.

POLISH ALL ENTRY HANDLES, DOOR PLATES AND METAL TRIM.

WIPE CLEAN ALL GLASS, WOOD OR METAL DOORS AND DOOR JAMBS.

EMPTY ALL ASHTRAYS AND WIPE CLEAN AND POLISH.

SCREEN ALL SAND URNS OF BUTTS AND DEBRIS.  CLEAN CONTAINER AND ADD SAND AS NEEDED.

EMPTY ALL TRASH RECEPTACLES, CLEAN CONTAINER WITH CLEAN DAMP CLOTH AND REPLACE PALSTIC LINER.

DUST AND CLEAN ALL HORIZONTAL SURFACES UNDER SEVEN (7) FEET.

VACUUM ALL CARPET AREAS COMPLETELY AND REMOVE SPOTS.

DUST MOP, DAMP MOP HARD SURFACE FLOORS.

CLEAN AND REMOVE SMUDGES AND MARKS ON WALLS, AND WALL COVERINGS AND ENCLOSED ART WORK.

CLEAN, POLISH, AND SANITIZE ALL DRINKING FOUNTAINS.

WIPE CLEAN ALL DIRECTORY BOARDS (EXTERIOR) WITH CLEAN, SPOT CLOTH AND ALCOHOL ONLY. (REPORT BURNED OUT LIGHTS.)

CLEAN AND SANITIZE ALL PUBLIC TELEPHONES AND ENCLOSURES. (NEATLY ARRANGE ALL PHONE BOOKS.)

CLEAN AND POLISH ALL ELEVATOR DOORS, JAMBS, CALL PLATES AND HALL PLANTERS.

CLEAN, POLISH AND STRAIGHTEN ALL FURNITURE AS NEEDED.

DUST AND CLEAN ALL LOBBY AND CORRIDOR SIGNAGE.

REPORT ANY LIGHTS BURNED OUT.

CLEAN ALL SMUDGES AND SPOTS ON MAILROOM WALLS AND MAILBOXES.

SECURE ALL DOORS AND TURN OFF APPROPRIATE LIGHTS UPON COMPLETION OF WORK ASSIGNMENTS AND DRAW DRAPES.

LOBBY CORRIDORS AND ENTRIES

WEEKLY SERVICES

DUST AND CLEAN OR POLISH ALL BASEBOARDS.

SPOT CLEAN ALL CARPETED AREAS.

DUST ALL LEDGES AND EXIT SIGNS.

DUST ALL WALLS ABOVE 7 FEET.

CLEAN INSIDE OF DIRECTORY BOARD WITH CLEAN, SOFT CLOTH AND ALCOHOL ONLY.

MONTHLY SERVICES

CLEAN ALL CEILING VENTS AND GRILLS.

DUST HIGH CEILING CORNERS AND ENTRY WAYS.

DUST AND CLEAN LIGHT FIXTURES AND COVERS.

STRIP, RESEAL OR REFINISH COMMON AREA FLOORS AS NECESSARY.

DUST AND CLEAN ALL LOBBY FIRE DOORS INSIDE AND OUT.  POLISH DOOR FLOOR PLATES.

TELEPHONE/ELECTRIC ROOMS WILL BE CLEANED AND TILE FLOOR STRIPPED AND REFINISHED AS NEEDED.

OFFICES

DAILY SERVICES

DUST AND CLEAN TENANT SIGN.

REMOVE HAND SPOTS OR SMUDGES FROM ENTRY DOORS AND INTERIOR GLASS.

VACUUM TRAFFIC AREAS OF CARPETED OFFICES.

USING A DUSTLESS MOP, SWEEP ALL NON-CARPETED AREAS, PROPERLY POSITION FURNITURE, BOOKS, MAGAZINES IN RECEPTION AREA.

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PROPERLY POSITION FURNITURE IN OFFICES AND CONFERENCE ROOMS.

BLACKBOARDS WILL BE ERASED AND CHALKBOARDS CLEANED UPON REQUEST.

REMOVE FINGERPRINTS AND SMUDGES FROM ALL WALLS, PARTITIONS, DESKS, CABINETS AND DOORS.

SPOT CLEAN ALL PARTITION GLASS AND MIRRORS.

REMOVE ALL FINGERPRINTS AND SMUDGES FROM LIGHT SWITCH COVERS, ELECTRICAL OUTLET COVER PLATES AND DOORKNOB HANDLES.

DUST ALL WINDOW SILLS AND LEDGES.

DUST ALL HORIZONTAL SURFACES UNDER 7 FEET, FURNITURE AND EQUIPMENT. DO NOT DUST DESKS, CONFERENCE TABLES OR COUNTERS WHICH ARE CLUTTERED WITH PAPERWORK.

DUST AND REPLACE ALL DESK ORNAMENTS, PHONES AND MACHINES TO THEIR ORIGINAL POSITION.

CLEAN FURNITURE, FABRIC WITH A WHISK BROOM TO SWEEP OFF AND DUST, PAPER BITS, ERASURES AS NEEDED.  (REMOVE ALL STAPLES).

EMPTY ALL ASHTRAYS AND WIPE CLEAN.

EMPTY ALL WASHBASKETS AND CARRY TRASH TO DESIGNATED AREAS FOR REMOVAL.

CLEAN AND WASH ALL LUNCHROOM TABLE TOPS, COUNTER CABINETS, REFRIGERATOR AND STOVE (OUTSIDE ONLY) SURFACES.  (REPORT ANY INSECT PROBLEMS).

REPORT ALL BURNED OUT LIGHTS.

BEFORE LEAVING ANY SUITE, SHUT OFF ALL LIGHTS, CLOSE DRAPES AND BLINDS, LOCK ONLY INTERIOR DOORS AS REQUESTED AND LOCK ALL ENTRANCE DOORS.

WEEKLY SERVICES

DAMP WIPE WITH A TREATED CLOTH ALL INTERIOR DOORS.

THOROUGHLY VACUUM OCCUPIED CARET AREA.  REMOVE STAPLES AND OTHER DEBRIS.

DAMP MOP ALL TILE AND HARDWOOD FLOOR AREA.

POLISH ALL DESK TOPS THAT ARE CLEARED OF PAPERWORK.

DUST ALL LEDGES, FILES BASEBOARDS AND SILLS UNDER 7 FEET.

VACUUM ALL FURNITURE OR WIPE VINYL FURNITURE CLEAN.

DUST ALL LOWER PARTS OF FURNITURE.

DETAIL AND CLEAN ALL KITCHEN OF WET BAR AREAS.

MONTHLY SERVICES

DUST ALL LEDGES, WALLS, MOLDINGS, PICTURE SHELVES, ETC.  OVER 7 FEET.

DUST CLEAN OR VACUUM ALL DRAPES AND BLINDS.

BRUSH DOWN AND CLEAN ALL VENTS AND GRILLS.

STRIP CLEAN AND APPLY FLOOR DRESSING TO ALL COMPOSITION HARDWOOD AND PARQUET FLOORS.

CLEAN ALL BASEBOARDS, AND TREAT WOOD BASEBOARDS WITH APPROVED WOOD CONDITIONERS AS NEEDED.

RESTROOMS

DAILY SERVICES

DUST AND CLEAN RESTROOMS SIGNAGE AND DOORS.

VACUUM ALL RESTROOM VESTIBULES AND REMOVE SPOTS.

WET MOP AND DISINFECT TILE FLOORS. PAYING PARTICULAR ATTENTION TO AREAS UNDER URINALS AND TOILET BOWLS.

CLEAN ALKALINE DEPOSITS AND SOAP SPILLS FROM THE FLOOR TILE GROUT.

WASH AND DISINFECT ALL BASINS, URINALS, TOILET BOWLS NIGHTLY.  REMOVING SCALE AND STAINS.

CLEAN UNDERSIDE RIMS OF URINALS AND TOILET BOWLS.

WASH BOTH SIDES OF TOILET SEATS WITH SOAP AND WATER DISINFECTANT, LEAVE ALL SEATS IN AND UPRIGHT POSITION.

EMPTY, CLEAN, SANITIZE AND POLISH ALL PAPER DISPENSERS, REPLACING LINERS AS NECESSARY.

CLEAN AND POLISH ALL MIRRORS.

DUST LEDGES AND BASEBOARDS.

DAMP WIPE, POLISH AND SHINE ALL CHROME, HAND PLATES, KICK PLATES, UTILITY COVERS, PLUMBING. CLEAN OUT COVERS AND DOOR KNOBS.

SPOT CLEAN WITH DISINFECTANT ALL PARTITIONS AND TILE WALLS.  (REPORT ANY GRAFFITI AND REMOVE IF POSSIBLE.)

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FILL ALL TOILET TISSUE, SEAT COVERS, SOAP, TOWEL AND SANITARY NAPKIN DISPENSERS AS NECESSARY.

REPORT ALL BURNED OUT LIGHTS, LEAKING FAUCETS, RUNNING PLUMBING OR OTHER MAINTENANCE NEEDS.

JANITOR CARTS WILL NOT BE BROUGHT INTO RESTROOM AREAS OR USED TO PROP OPEN DOORS.

RESTROOM DOORS WILL BE PROPPED OPEN WITH A RUBBER STOP AND SIGN INDICATING RESTROOM CLOSED FOR CLEANING, PLACED OUTSIDE.

SEMI-WEEKLY SERVICES (TWO TIMES PER WEEK)

POUR CLEAN WATER DOWN FLOOR DRAINS WHERE REQUESTED, TO PREVENT SEWER GASES FROM ESCAPING.

WEEKLY SERVICES

WASH DOWN CERAMIC TILE FLOORS AND PARTITIONS INSIDE AND OUT AND DISINFECT. (REPORT ANY GRAFFITI AND CLEAN IF POSSIBLE.)

WASH DOWN ALL WALLS.

WASH ALL WASTE CONTAINERS AND DISINFECT.

CLEAN AND POLISH ALL DOORS, DOOR PLATES AND HARDWARE.

RESTROOMS

MONTHLY SERVICES

WIPE CLEAN ALL CEILING, LIGHTS AND FIXTURES.

SHAMPOO, AS NEEDED, AND CLEAN VESTIBULE CARPET.

DETAIL ALL TOILET COMPARTMENTS AND FIXTURES.

BRUSH AND CLEAN ALL GRILLS AND VENTS.

STAIRWELLS

DAILY SERVICES

POLICE ENTIRE STAIRWELL, REMOVING ALL TRASH, CIGARETTE BUTTS, ETC.

REPORT ANY EXIT SIGNS THAT ARE BURNED OUT.

REPORT AND LIGHTS BURNED OUT.

WEEKLY SERVICES

SWEEP DOWN ALL STAIRS AND LANDINGS.

DUST ALL HANDRAILS, BANISTER, AND LEDGES.

CLEAN ALL WALLS OF FINGERPRINTS AND SMUDGE MARKS, ETC.

DUST AND CLEAN ALL STAIRWELL SIGNAGE.

DUST AND CLEAN ALL EMERGENCY PHONES.

MONTHLY SERVICES

WIPE CLEAN ALL STAIRWELL DOORS AND DOOR JAMPS.

WET MOP ALL STAIRS LANDINGS (CLEAN BASEBOARDS IF APPLICABLE).

DUST AND CLEAN ALL LIGHTS AND FIXTURES (EXTERIOR).

DUST AND CLEAN ALL EMERGENCY FIRE EQUIPMENT AND PLUMBING.

ELEVATORS

SWEEP AND DAMP MOP FLOOR.

DUST AND CLEAN BASEBOARD.

DUST AND POLISH ALL METAL WITH APPROVED POLISH (NO ABRASIVE).

DAMP WIPE AND REMOVE ALL SPOTS AND FINGERPRINTS FORM DOORS AND WALLS (INTERIOR AND EXTERIOR).

DUST AND CLEAN ELEVATOR CEILING AND LIGHTS.

REMOVE GUM STAINS OR DEBRIS FROM CEILING HANDRAILS OR ELEVATOR TRACKS.

DUST AND CLEAN EMERGENCY PHONE AND SECURITY COMPARTMENTS.

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CLEAN ALL CALL BUTTONS, CALL PLATES, AND SIGNAGE.

REPORT AND BURNED OUT LIGHTS OR MALFUNCTIONS OF ELEVATORS.

WEEKLY SERVICES

CLEAN AND POLISH ELEVATOR TRACKS.

DETAIL ALL CALL BUTTON AND CALL PLATES.

DISINFECT EMERGENCY PHONES.

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2400 East Katelia Avenue

Suite 580

Anaheim, CA 92806

(714) 978-9300

Fax (714) 978-9339	SPIEKER
	PROPERTIES

December 14, 1998

Mr. Ernie Ewin, Senior Vice President, Regional Manager

Bank of Commerce

9918 Hibert, 2^nd Floor

San Diego, Ca. 92131-1018

Re: Stadium Towers Plaza

Dear Mr. Ewin:

This letter is to inform you of an error on Spieker Properties’ behalf, on the Lease dated November 16, 1998. In a September 18^th, 1998, proposal received from Greg Farrier, and signed by both Bank of Commerce and Spieker Properties, Landlord agreed to provide unreserved parking in the common at no charge to Tenant for the initial sixty (60) months of the Lease Term, based upon four (4) spaces per every one thousand (1,000) rentable square feet. (Proposal attached.)

The executed Lease dated November 16, 1998, corroborates the above agreement, yet the second line under the “Parking and Parking Charge” paragraph located on page one of the Lease states that, “After November 30, 2004, Tenant shall pay for parking as Additional Rent....”  November 30, 2004 equals seventy-two (72) months from the initial Lease Term, not the agreed upon sixty (60) months. Therefore, we have corrected the inconsistency and have included three copies of page one of the Lease herein. After satisfactory review, please initial all three copies of the corresponding paragraph approving the change. Please return all three copies of page one of the Lease to our office. Once all three copies are received, one fully executed Lease incorporating the initialed correction will be returned to you for your files.

Please do not hesitate to call if you have any questions. Thank you for your attention to this matter.

Thank you

Spieker Properties

/s/ Dan O’Hare

Dan O’Hare

Project Director

Cc: Dan Floriani

September 18, 1998	CB Richard Ellis. Inc,
	2400 East Katelia Avenue
	7th Floor
	Anaheim, CA 92806 593[ILLEGIBLE]
	www.[ILLEGIBLE]

Mr. Rick Warner

CB RICHARD ELLIS

2400 E. Katella Ave, 7^th Floor

Anaheim, CA 92806

RE:Stadium Towers Plaza
Anaheim, California

Dear Rick:

We are in receipt of your proposal dated September 15, 1998. Your proposal is acceptable with the following modifications.

1. Parkings:	Tenant will require Landlord to provides parking unreserved in common at no charge for the first sixty (60) months of the lease term based upon four (4) parking spaces for every one thousand (1,000) rentable square feet.
2. Signage:	Tenant will require the right to locate their sign on the exterior of the building at the same level as the other eyebrow signs located on this building (3rd Level).
3. Approval:	A.	The relocation is subject to review and approval of Bank of Commerce Board of Directors.
	B.	In addition, this transaction is subject to the State Department of Financial Institutions approval of the relocation of Bank of Commerce’s existing branch.

If these terms and conditions are acceptable please draft a lease for our review and forward to my attention at your earliest convenience. Should you have any immediate questions or comments please feel free to call at any time.

Sincerely.

/s/ Gregory D. Farrier

Gregory D. Farrier

Associate

Enclosure

AGREE AND ACCEPTED:

BANK OF COMMERCE		SPIEKER PROPERTIES
By:	/s/ [ILLEGIBLE]	By:		/s/ Dan O’Hare
Dates:	9-18-98	Dates:		9-22-98
			* Contingent upon landlord and Tenant fully executing the forthcoming lease prior to October 1, 1998.

2400 East Katelia Avenue

Suite 580

Anaheim, CA 92806

(714) 978-9300

Fax (714) 978-9339	SPIEKER
	PROPERTIES

December 14, 1998

Mr. Ernie Ewin, Senior Vice President, Regional Manager

Bank of Commerce

9918 Hibert, 2^nd Floor

San Diego, Ca. 92131-1018

Re: Stadium Towers Plaza

Dear Mr. Ewin:

This letter is to inform you of an error on Spieker Properties’ behalf, on the Lease dated November 16, 1998. In a September 18^th, 1998,  proposal received from Greg Farrier, and signed by both Bank of Commerce and Spieker Properties, Landlord agreed to provide unreserved parking in the common at no charge to Tenant for the initial sixty (60) months of the Lease term, based upon four (4) spaces per every one thousand (1,000) rentable square feet, (Proposal attached.)

The executed Lease dated November 16, 1998, corroborates the above agreement, yet the second line under the “Parking and Parking Charge” paragraph located on page one of the Lease states that, “After November 30, 2004, Tenant shall pay for parking as Additional Rent…” November 30, 2004, equals seventy-two (72) months from the initial Lease Term, not the agreed upon sixty (60) months. Therefore, we have corrected the inconsistency and have included three copies of page one of the Lease herein.  After satisfactory review, please initial all three copies of the corresponding paragraph approving the change.  Please return all three copies of page one of the Lease to our office.  Once all three copies are received, one fully executed Lease incorporating the initialed correction will be returned to you for your files.

Please do not hesitate to call if you have any questions. Thank you for your attention to this matter.

Thank you,

Spieker Properties

/s/ Dan O’Hare

Dan O’Hare

Project Director

Cc: Dan Floriani

EX-10.13

Exhibit 10.13

STADIUM TOWERS PLAZA

2400 East Katella Avenue

Anaheim, California

OFFICE LEASE AGREEMENT

BETWEEN

CA-STADIUM TOWERS LIMITED PARTNERSHIP, a Delaware limited partnership

(“LANDLORD”)

AND

PREMIER COMMERCIAL BANK, N.A.

(“TENANT”)

OFFICE LEASE AGREEMENT

THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of the 2nd day of June, 2003, by and between CA-STADIUM TOWERS LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and PREMIER COMMERCIAL BANK, N.A. (“Tenant”). The following exhibits and attachments are incorporated into and made a part of the Lease: Exhibit A (Outline and Location of Premises A), Exhibit A-1 (Outline and Location of Premises B), Exhibit B (Expenses and Taxes), Exhibit C (Work Letter), Exhibit D (Commencement Letter), Exhibit E (Building Rules and Regulations), Exhibit F (Additional Provisions), Exhibit G (Parking Agreement), and Exhibit H (Asbestos Notification).

1.Basic Lease Information.

1.01“Building” shall mean the building located at 2400 East Katella Avenue, Anaheim, California, commonly known as Stadium Towers Plaza. “Rentable Square Footage of the Building” is deemed to be 255,265 square feet.

1.02“Premises A” shall mean the area shown on Exhibit A to this Lease. Premises A is located on the 4th floor and known as Suite No. 450. “Premises B” shall mean the area shown on Exhibit A-1 to this Lease.Premises B is located on the 6th floor and known as Suite No. 655. Premises A and Premises B are collectively referred to as the “Premises”. If the Premises include one or more floors in their entirety, all corridors and restroom facilities located on such full floor(s) shall be considered part of the Premises. The “Rentable Square Footage of the Premises A” is deemed to be 2,781 square feet. The “Rentable Square Footage of the Premises B” is deemed to be 1,232 square feet. The Rentable Square Footage of the Premises A and the Rentable Square Footage of the Premises B are collectively referred to as the “Rentable Square Footage of the Premises”.The Rentable Square Footage of the Premises is deemed to be 4,013 square feet. Landlord and Tenant stipulate and agree that the Rentable Square Footage of the Building and the Rentable Square Footage of the Premises are correct.

1.03“Base Rent for Premises A”:

Term	Annual Rate Per Square Foot		Monthly Base Rent
Months 1 through 65	$	22.80	$	5,283.90

“Base Rent for Premises B”:

Term	Annual Rate Per Square Foot		Monthly Base Rent
Months 1 through 65	$	22.20	$	2,279.20

1.04“Tenant’s Pro Rata Share for Premises A”: 1.0895%. “Tenant’s Pro Rata Share for Premises B”: 0.4828%. Tenant’s Pro Rata Share for Premises A and Tenant’s Pro Rata Share for Premises B are collectively referred to as “Tenant’s Pro Rata Share”.

1.05“Base Year” for Taxes (defined in Exhibit B): 2003; “Base Year” for Expenses (defined in Exhibit B): 2003.

1.06“Term”: A period of 65 months. Subject to Section 3, the Term shall commence on July 1, 2003 (the “Commencement Date”) and, unless terminated early in accordance with this Lease, end on November 30, 2008 (the “Termination Date”).

1.07Allowance(s): INTENTIONALLY OMITTED.

1.08“Security Deposit”: $7, 563.10, as more fully described in Section 6.

1.09“Guarantor(s)”: shall mean any party that agrees in writing to guarantee the Lease. As of the date first written above, there are no Guarantors(s).

1.10“Broker(s)”: INTENTIONALLY OMITTED.

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1.11“Permitted Use”: general office use.

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1.12“Notice Address(es)”:

Landlord:	Tenant:
CA-STADIUM TOWERS LIMITED	PREMIER COMMERCIAL BANK
PARTNERSHIP
c/o Equity Office
2400 East Katella Avenue
Suite 680
Anaheim, CA 92806
Attention: Building Manager

A copy of any notices to Landlord shall be sent to Equity Office. Two North Riverside Plaza, Suite 2100, Chicago IL, 60606, Attn: Los Angeles Regional Counsel.

1.13“Business Day(s)” are Monday through Friday of each week, exclusive of New Year’s Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day (“Holidays”). Landlord may designate additional Holidays that are commonly recognized by other office buildings in the area where the Building is located. “Building Service Hours” are 8:00 a.m. to 5:00 p.m. on Business Days and 7:00 a.m. to 1:00 p.m. on Saturdays.

1.14“Landlord Work” means the work that Landlord is obligated to perform in the Premises pursuant to a separate agreement (the “Work Letter”) attached to this Lease as Exhibit C.

1.15“Property” means the Building and the parcel(s) of land on which it is located and, at Landlord’s discretion, the parking facilities and other improvements, if any, serving the Building and the parcel(s) of land on which they are located.

2.Lease Grant.

The Premises are hereby leased to Tenant from Landlord, together with the right to use any portions of the Property that are designated by Landlord for the common use of tenants and others (the “Common Areas”).

3.Adjustment of Commencement Date; Possession.

3.01 If Landlord is required to perform Landlord Work prior to the Commencement Date: (a) the date set forth in Section 1.06 as the Commencement Date shall instead be defined as the “Target Commencement Date”; (b) the actual Commencement Date shall be the date on which the Landlord Work is Substantially Complete (defined below); and (c) the Termination Date will be the last day of the Term as determined based upon the actual Commencement Date. Landlord’s failure to Substantially Complete the Landlord Work by the Target Commencement Date shall not be a default by Landlord or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, Landlord and Tenant shall enter into a commencement letter agreement in the form attached as Exhibit D. If the Termination Date does not fall on the last day of a calendar month, Landlord and Tenant may elect to adjust the Termination Date to the last day of the calendar month in which Termination Date occurs by the mutual execution of a commencement letter agreement setting forth such adjusted date. The Landlord Work shall be deemed to be “Substantially Complete” on the date that all Landlord Work has been performed, other than any details of construction, mechanical adjustment or any other similar matter, the non-completion of which does not materially interfere with Tenant’s use of the Premises. If Landlord is delayed in the performance of the Landlord Work as a result of the acts or omissions of Tenant, the Tenant Related Parties (defined in Section 13) or their respective contractors or vendors, including, without limitation, changes requested by Tenant to approved plans. Tenant’s failure to comply with any of its obligations under this Lease, or the specification of any materials or equipment with long lead times (a “Tenant Delay”), the Landlord Work shall be deemed to be Substantially Complete on the date that Landlord could reasonably have been expected to Substantially Complete the Landlord Work absent any Tenant Delay.

3.02 Subject to Landlord’s obligation, if any, to perform Landlord Work, the Premises are accepted by Tenant in “as is” condition and configuration without any representations or warranties by Landlord. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition. Landlord shall not be liable for a failure to deliver possession of the Premises or any other space due to the holdover or unlawful possession of such space by another party, however Landlord shall use reasonable efforts to obtain possession of the space. The commencement date for the space, in such event, shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party. If Tenant takes possession of the Premises before the

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Commencement Date, such possession shall be subject to the terms and conditions of this Lease and Tenant shall pay Rent (defined in Section 4.01) to Landlord for each day of possession before the Commencement Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage). Tenant shall not be required to pay Rent for any days of possession before the Commencement Date during which Tenant, with the approval of Landlord, is in possession of the Premises for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

4.Rent.

4.01 Tenant shall pay Landlord, without any setoff or deduction, unless expressly set forth in this Lease, all Base Rent and Additional Rent due for the Term (collectively referred to as “Rent”). “Additional Rent” means all sums (exclusive of Base Rent) that Tenant is required to pay Landlord under this Lease. Tenant shall pay and be liable for all rental, sales and use taxes (but excluding income taxes), if any, imposed upon or measured by Rent. Base Rent and recurring monthly charges of Additional Rent shall be due and payable in advance on the first day of each calendar month without notice or demand, provided that the installment of Base Rent for the first full calendar month of the Term, and the first monthly installment of Additional Rent for Expenses and Taxes, shall be payable upon the execution of this Lease by Tenant. All other items of Rent shall be due and payable by Tenant on or before 30 days after billing by Landlord. Rent shall be made payable to the entity, and sent to the address, Landlord designates and shall be made by good and sufficient check or by other means acceptable to Landlord. Tenant shall pay Landlord an administration fee equal to 5% of all past due Rent, provided that Tenant shall be entitled to a grace period of 5 days for the first 2 late payments of Rent in a calendar year. In addition, past due Rent shall accrue interest at 12% per annum. Landlord’s acceptance of less than the correct amount of Rent shall be considered a payment on account of the earliest Rent due. Rent for any partial month during the Term shall be prorated. No endorsement or statement on a check or letter accompanying payment shall be considered an accord and satisfaction. Tenant’s covenant to pay Rent is independent of every other covenant in this Lease.

4.02 Tenant shall pay Tenant’s Pro Rata Share of Taxes and Expenses in accordance with Exhibit B of this Lease.

5.Compliance with Laws; Use.

The Premises shall be used for the Permitted Use and for no other use whatsoever. Tenant shall comply with all statutes, codes, ordinances, orders, rules and regulations of any municipal or governmental entity whether in effect now or later, including the Americans with Disabilities Act (“Law(s)”), regarding the operation of Tenant’s business and the use, condition, configuration and occupancy of the Premises. In addition, Tenant shall, at its sole cost and expense, promptly comply with any Laws that relate to the “Base Building” (defined below), but only to the extent such obligations are triggered by Tenant’s use of the Premises, other than for general office use, or Alterations or improvements in the Premises performed or requested by Tenant. “Base Building” shall include the structural portions of the Building, the public restrooms and the Building mechanical, electrical and plumbing systems and equipment located in the internal core of the Building on the floor or floors on which the Premises are located. Tenant shall promptly provide Landlord with copies of any notices it receives regarding an alleged violation of Law. Tenant shall comply with the rules and regulations of the Building attached as Exhibit E and such other reasonable rules and regulations adopted by Landlord from time to time, including rules and regulations for the performance of Alterations (defined in Section 9).

6.Security Deposit.

The Security Deposit shall be delivered to Landlord upon the execution of this Lease by Tenant and held by Landlord without liability for interest (unless required by Law) as security for the performance of Tenant’s obligations. The Security Deposit is not an advance payment of Rent or a measure of damages, Landlord may use all or a portion of the Security Deposit to satisfy past due Rent or to cure any Default (defined in Section 18) by Tenant. If Landlord uses any portion of the Security Deposit, Tenant shall, within 5 days after demand, restore the Security Deposit to its original amount. Landlord shall return any unapplied portion of the Security Deposit to Tenant within 45 days after the later to occur of: (a) determination of the final Rent due from Tenant; or (b) the later to occur of the Termination Date or the date Tenant surrenders the Premises to Landlord in compliance with Section 25. Landlord may assign the Security Deposit to a successor or transferee and, following the assignment, Landlord shall have no further liability for the return of the Security Deposit. Landlord shall not be required to keep the Security Deposit separate from its other accounts. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, or any similar or successor Laws now or hereinafter in effect.

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7.Building Services.

7.01 Landlord shall furnish Tenant with the following services: (a) water for use in the Base Building lavatories; (b) customary heat and air conditioning in season during Building Service Hours. Tenant shall have the right to receive HVAC service during hours other than Building Service Hours by paying Landlord’s then standard charge for additional HVAC service and providing such prior notice as is reasonably specified by Landlord; (c) standard janitorial service on Business Days; (d) Elevator service; (e) Electricity in accordance with the terms and conditions in Section 7.02; and (f) such other services as Landlord reasonably determines are necessary or appropriate for the Property.

7.02 Electricity used by Tenant in the Premises shall, at Landlord’s option, be paid for by Tenant either: (a) through inclusion in Expenses (except as provided for excess usage); (b) by a separate charge payable by Tenant to Landlord; or (c) by separate charge billed by the applicable utility company and payable directly by Tenant. Without the consent of Landlord, Tenant’s use of electrical service shall not exceed, either in voltage, rated capacity, use beyond Building Service Hours or overall load, that which Landlord reasonably deems to be standard for the Building. Landlord shall have the right to measure electrical usage by commonly accepted methods. If it is determined that Tenant is using excess electricity, Tenant shall pay Landlord for the cost of such excess electrical usage as Additional Rent.

7.03 Landlord’s failure to furnish, or any interruption, diminishment or termination of services due to the application of Laws, the failure of any equipment, the performance of repairs, improvements or alterations, utility interruptions or the occurrence of an event of Force Majeure (defined in Section 26.03) (collectively a “Service Failure”) shall not render Landlord liable to Tenant, constitute a constructive eviction of Tenant, give rise to an abatement of Rent, nor relieve Tenant from the obligation to fulfill any covenant or agreement. However, if the Premises, or a material portion of the Premises, are made untenantable for a period in excess of 3 consecutive Business Days as a result of a Service Failure that is reasonably within the control of Landlord to correct, then Tenant, as its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the 4^th consecutive Business Day of the Service Failure and ending on the day the service has been restored. If the entire Premises have not been rendered untenantable by the Service Failure, the amount of abatement shall be equitably prorated.

8.Leasehold Improvements.

All improvements in and to the Premises, including any Alterations (collectively, “Leasehold Improvements”) shall remain upon the Premises at the end of the Term without compensation to Tenant. Landlord, however, by written notice to Tenant at least 30 days prior to the Termination Date, may require Tenant, at its expense, to remove (a) any Cable (defined in Section 9.01) installed by or for the benefit of Tenant, and (b) any Landlord Work or Alterations that, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard office improvements (collectively referred to as “Required Removables”). Required Removables shall include, without limitation, internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications. The designated Required Removables shall be removed by Tenant before the Termination Date. Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to perform its obligations in a timely manner, Landlord may perform such work at Tenant’s expense. Tenant, at the time it requests approval for a proposed Alteration, may request in writing that Landlord advise Tenant whether the Alteration or any portion of the Alteration is a Required Removable. Within 10 days after receipt of Tenant’s request, Landlord shall advise Tenant in writing as to which portions of the Alteration are Required Removables.

9.Repairs and Alterations.

9.01 Tenant shall periodically inspect the Premises to identify any conditions that are dangerous or in need of maintenance or repair. Tenant shall promptly provide Landlord with notice of any such conditions. Tenant shall, at its sole cost and expense, perform all maintenance and repairs to the Premises that are not Landlord’s express responsibility under this Lease, and keep the Premises in good condition and repair, reasonable wear and tear excepted. Tenant’s repair and maintenance obligations include, without limitation, repairs to: (a) floor covering; (b) interior partitions; (c) doors; (d) the interior side of demising walls; (e) electronic, phone and data cabling and related equipment that is installed by or for the exclusive benefit of Tenant (collectively, “Cable”);(f) supplemental air conditioning units, kitchens, including hot water heaters, plumbing, and similar facilities exclusively serving Tenant; and (g) Alterations. To the extent Landlord is not reimbursed by insurance proceeds, Tenant shall reimburse Landlord for the cost of repairing damage to the Building caused by the acts of Tenant. Tenant Related Parties and their respective contractors and vendors. If Tenant fails to make any repairs to the Premises for more than 15 days after notice from Landlord (although notice shall not be required in an emergency), Landlord may make the repairs, and Tenant shall pay the reasonable cost of the repairs, together with an administrative charge in an amount equal to 10% of the cost of the repairs.

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9.02 Landlord shall keep and maintain in good repair and working order and perform maintenance upon the: (a) structural elements of the Building; (b) mechanical (including HVAC), electrical, plumbing and fire/life safety systems serving the Building in general; (c) Common Areas; (d) roof of the Building; (e) exterior windows of the Building; and (f) elevators serving the Building. Landlord shall promptly make repairs for which Landlord is responsible. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932, and Sections 1941 and 1942 of the California Civil Code, or any similar or successor Laws now or hereinafter in effect.

9.03 Tenant shall not make alterations, repairs, additions or improvements or install any Cable (collectively referred to as “Alterations”) without first obtaining the written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed. However, Landlord’s consent shall not be required for any Alteration that satisfies all of the following criteria (a “Cosmetic Alteration”): (a) is of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (b) is not visible from the exterior of the Premises or Building; (c) will not affect the Base Building; and (d) does not require work to be performed inside the walls or above the ceiling of the Premises. Cosmetic Alterations shall be subject to all the other provisions of this Section 9.03. Prior to starting work, Tenant shall furnish Landlord with plans and specifications; names of contractors reasonably acceptable to Landlord (provided that Landlord may designate specific contractors with respect to Base Building); required permits and approvals; evidence of contractor’s and subcontractor’s insurance in amounts reasonably required by Landlord and naming Landlord as an additional insured; and any security for performance in amounts reasonably required by Landlord. Changes to the plans and specifications must also be submitted to Landlord for its approval. Alterations shall be constructed in a good and workmanlike manner using materials of a quality reasonably approved by Landlord. Tenant shall reimburse Landlord for any sums paid by Landlord for third party examination of Tenant’s plans for non-Cosmetic Alterations. In addition, Tenant shall pay Landlord a fee for Landlord’s oversight and coordination of any non-Cosmetic Alterations equal to 10% of the cost of the Alterations. Upon completion, Tenant shall furnish “as-built” plans for non-Cosmetic Alterations, completion affidavits and full and final waivers of lien. Landlord’s approval of an Alteration shall not be deemed a representation by Landlord that the Alteration complies with Law.

10.Entry by Landlord.

Landlord may enter the Premises to inspect, show or clean the Premises or to perform or facilitate the performance of repairs, alterations or additions to the Premises or any portion of the Building. Except in emergencies or to provide Building services, Landlord shall provide Tenant with reasonable prior verbal notice of entry and shall use reasonable efforts to minimize any interference with Tenant’s use of the Premises. If reasonably necessary, Landlord may temporarily close all or a portion of the Premises to perform repairs, alterations and additions. However, except in emergencies, Landlord will not close the Premises if the work can reasonably be completed on weekends and after Building Service Hours. Entry by Landlord shall not constitute a constructive eviction or entitle Tenant to an abatement or reduction of Rent.

11.Assignment and Subletting.

11.01 Except in connection with a Permitted Transfer (defined in Section 11.04), Tenant shall not assign, sublease, transfer or encumber any interest in this Lease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed if Landlord does not exercise its recapture rights under Section 11.02. If the entity which controls the voting shares/rights of Tenant changes at any time, such change of ownership or control shall constitute a Transfer unless Tenant is an entity whose outstanding stock is listed on a recognized securities exchange or if at least 80% of its voting stock is owned by another entity, the voting stock of which is so listed. Tenant hereby waives the provisions of Section 1995.310 of the California Civil Code, or any similar or successor Laws, now or hereinafter in effect, and all other remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all applicable Laws, on behalf of the proposed transferee. Any attempted Transfer in violation of this Section is voidable by Landlord. In no event shall any Transfer, including a Permitted Transfer, release or relieve Tenant from any obligation under this Lease.

11.02 Tenant shall provide Landlord with financial statements for the proposed transferee, a fully executed copy of the proposed assignment, sublease or other Transfer documentation and such other information as Landlord may reasonably request. Within 15 Business Days after receipt of the required information and documentation, Landlord shall either: (a) consent to the Transfer by execution of a consent agreement in a form reasonably designated by Landlord; (b) reasonably refuse to consent to the Transfer in writing; or (c) in the event of an assignment of this Lease or subletting of more than 20% of the Rentable Area of the Premises for more than 50% of the remaining Term (excluding unexercised options), recapture the portion of the Premises that Tenant is proposing to Transfer. If Landlord exercises its right to recapture, this Lease shall automatically be amended (or terminated if the entire

6

Premises is being assigned or sublet) to delete the applicable portion of the Premises effective on the proposed effective date of the Transfer. Tenant shall pay Landlord a review fee of $1,500.00 for Landlord’s review of any Permitted Transfer or requested Transfer.

11.03 Tenant shall pay Landlord 50% of all rent and other consideration which Tenant receives as a result of a Transfer that is in excess of the Rent payable to Landlord for the portion of the Premises and Term covered by the Transfer. Tenant shall pay Landlord for Landlord’s share of the excess within 30 days after Tenant’s receipt of the excess. Tenant may deduct from the excess, on a straight-line basis, all reasonable and customary expenses directly incurred by Tenant attributable to the Transfer. If Tenant is in Default, Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against Rent in the amount of Tenant’s share of payments received by Landlord.

11.04 Tenant may assign this Lease to a successor to Tenant by purchase, merger, consolidation or reorganization (an “Ownership Change”) or assign this Lease or sublet all or a portion of the Premises to an Affiliate without the consent of Landlord, provided that all of the following conditions are satisfied (a “Permitted Transfer”): (a) Tenant is not in Default; (b) in the event of an Ownership Change, Tenant’s successor shall own substantially all of the assets of Tenant and have a net worth which is at least equal to Tenant’s net worth as of the day prior to the proposed Ownership Change; (c) the Permitted Use does not allow the Premises to be used for retail purposes; and (d) Tenant shall give Landlord written notice at least 15 Business Days prior to the effective date of the Permitted Transfer. Tenant’s notice to Landlord shall include information and documentation evidencing the Permitted Transfer and showing that each of the above conditions has been satisfied. If requested by Landlord, Tenant’s successor shall sign a commercially reasonable form of assumption agreement. “Affiliate” shall mean an entity controlled by, controlling or under common control with Tenant.

12.Liens.

Tenant shall not permit mechanics’ or other liens to be placed upon the Property, Premises or Tenant’s leasehold interest in connection with any work or service done or purportedly done by or for the benefit of Tenant or its transferees. Tenant shall give Landlord notice at least 15 days prior to the commencement of any work in the Premises to afford Landlord the opportunity, where applicable, to post and record notices of non-responsibility. Tenant, within 10 days of notice from Landlord, shall fully discharge any lien by settlement, by bonding or by insuring over the lien in the manner prescribed by the applicable lien Law. If Tenant fails to do so, Landlord may bond, insure over or otherwise discharge the lien. Tenant shall reimburse Landlord for any amount paid by Landlord, including, without limitation, reasonable attorneys’ fees.

13.Indemnity and Waiver of Claims.

Tenant hereby waives all claims against and releases Landlord and its trustees, members, principals, beneficiaries, partners, officers, directors, employees, Mortgagees (defined in Section 23) and agents (the “Landlord Related Parties”) from all claims for any injury to or death of persons, damage to property or business loss in any manner related to (a) Force Majeure, (b) acts of third parties, (c) the bursting or leaking of any tank, water closet, drain or other pipe, (d) the inadequacy or failure of any security services, personnel or equipment, or (e) any matter not within the reasonable control of Landlord. Except to the extent caused by the negligence or willful misconduct of Landlord or any Landlord Related Parties, Tenant shall indemnify, defend and hold Landlord and Landlord Related Parties harmless against and from all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including, without limitation, reasonable attorneys’ fees and other professional fees (if and to the extent permitted by Law) (collectively referred to as “Losses”), which may be imposed upon, incurred by or asserted against Landlord or any of the Landlord Related Parties by any third party and arising out of or in connection with any damage or injury occurring in the Premises or any acts or omissions (including violations of Law) of Tenant, the Tenant Related Parties or any of Tenant’s transferees, contractors or licensees. Except to the extent caused by the negligence or willful misconduct of Tenant or any Tenant Related Parties, Landlord shall indemnify, defend and hold Tenant, its trustees, members, principals, beneficiaries, partners, officers, directors, employees and agents (“Tenant Related Parties”) harmless against and from all Losses which may be imposed upon, incurred by or asserted against Tenant or any of the Tenant Related Parties by any third party and arising out of or in connection with the acts or omissions (including violations of Law) of Landlord or the Landlord Related Parties.

14.Insurance.

Tenant shall maintain the following insurance (“Tenant’s Insurance”): (a) Commercial General Liability Insurance applicable to the Premises and its appurtenances providing, on an occurrence basis, a minimum combined single limit of $2,000,000.00; (b) Property/Business Interruption Insurance written on an All Risk or Special Perils form, with coverage for broad form water damage including earthquake sprinkler leakage, at replacement cost value and with a replacement cost endorsement covering all of

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Tenant’s business and trade fixtures, equipment, movable partitions, furniture, merchandise and other personal property within the premises (“Tenant’s Property”) and any Leasehold improvements performed by or for the benefit of Tenant; (c) Workers’ Compensation Insurance in amounts required by Law; and (d) Employers Liability Coverage of at least $1,000,000,00 per occurrence. Any company writing Tenant’s Insurance shall have an A.M. Best rating of not less than A-VIII. All Commercial General Liability Insurance policies shall name as additional Insureds Landlord (or its successors and assignees), the managing agent for the Building (or any successor), EOP Operating Limited Partnership, Equity Office Properties Trust and their respective members, principals, beneficiaries, partners, officers, directors, employees, and agents, and other designees of Landlord and its successors as the interest of such designees shall appear. All policies of Tenant’s insurance shall contain endorsements that the insurer(s) shall give Landlord and its designees at least 30 days’ advance written notice of any cancellations, termination, material change or lapse of insurance. Tenant shall provide Landlord with a certificate of insurance evidencing Tenant’s Insurance prior to the earlier to occur of the Commencement Date or the date Tenant is provided with possession of the Premises, and thereafter as necessary to assure that Landlord: always has current certificates evidencing Tenant’s insurance. So long as the same is available at commercially reasonable rates, Landlord shall maintain so called All Risk property insurance on the Building at replacement cost value as reasonable estimated by Landlord.

15.Subrogation.

Landlord and Tenant hereby waive and shall cause their respective insurance carriers to waive any and all rights of recovery, claims, actions, or causes of action against the other for any loss or damage with respect to Tenant’s Property, Leasehold Improvements, the Building, the Premises, or any contents thereof, including rights, claims, actions, and causes of action based on negligence, which loss or damage is (or would have been, had the insurance required by this Lease been carried) covered by insurance.

16.Casualty Damage.

16.01  If all or any portion of the Premises becomes untenantable by fire or other casualty to the Premises (collectively a “Casualty”), Landlord, with reasonable promptness, shall cause a general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required using standard working methods to Substantially Complete the repair and restoration of the Premises and any Common Areas necessary to provide access to the Premises (“Completion Estimate”). If the Completion Estimate indicates that the Premises or any Common Areas necessary to provide access to the Premises cannot be made tenantable within 270 days from the date the repair is started, then either party shall have the right to terminate this Lease upon written notice to the other within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the Casualty was caused by the negligence or intentional misconduct of Tenant or any Tenant Related Parties. In addition, Landlord, by notice to Tenant within 90 days after the date of the Casualty, shall have the right to terminate this Lease if: (1) the Premises have been materially damaged an there is less than 2 years of the Term remaining on the date of the Casualty; (2) any Mortgagee requires that the Insurance proceeds be applied to the payment of the mortgage debt; or (3) a material uninsured loss to the Building occurs.

16.02  If this Lease is not terminated, Landlord shall promptly and diligently, subject to reasonable delays for insurance adjustment of other matters beyond Landlord’s reasonable control, restore the Premises and Common Areas. Such restoration shall be to substantially the same condition that existed prior to the Casualty, except for modifications required by Law or any other modifications to the Common Areas deemed desirable by Landlord. Upon notice from Landlord, Tenant shall assign to Landlord (or to any party designated by Landlord) all property insurance proceeds payable to Tenant under Tenant’s insurance with respect to any Leasehold Improvements performed by or for the benefit of Tenant; provided if the estimated cost to repair such Leasehold Improvements exceeds the amount of insurance proceeds received by Landlord from Tenant’s insurance carrier, the excess cost of such repairs shall by paid by Tenant to Landlord prior to Landlord’s commencement of repairs. Within 15 days of demand, Tenant shall also pay Landlord for any additional excess costs that are determined during the performance of the repairs. Landlord shall not be liable for any inconvenience to Tenant, or injury to Tenant’s business resulting in any way from the Casualty or the repair thereof. Provided that Tenant is not in Default, during any period of time that all or a material portion of the Premises is rendered untenantable as a results of a Casualty, the Rent shall abate for the portion of the Premises that is untenantable and not used by Tenant.

16.03  The provisions of this Lease, including this Section 16, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any similar or successor Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.

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17.Condemnation.

Either party may terminate this Lease if any material part of the Premises is taken or condemned for any public or quasi-public use under Law, by eminent domain or private purchase in lieu thereof (a “Taking”). Landlord shall also have the right to terminate this Lease if there is a Taking of any portion of the Building or Property which would have a material adverse effect on Landlord’s ability to profitable operate the remainder of the Building. The terminating party shall provide written notice of termination to the other party within 45 days after it first receives notice of the Taking. The termination shall be effective on the date the physical taking occurs. If this Lease is not terminated, Base Rent and Tenant’s Pro Rata Share shall be appropriately adjusted to account for any reduction in the square footage of the Building or Premises. All compensation awarded for a Taking shall be the property of Landlord. The right to receive compensation or proceeds are expressly waived by Tenant, however, Tenant may file a separate claim for Tenant’s property and Tenant’s reasonable relocation expenses, provided the filing of the claim does not diminish the amount of Landlord’s award. If only a part of the Premises is subject to a Taking and this Lease is not terminated. Landlord, with reasonable diligence, will restore the remaining portion of the Premises as nearly as practicable to the condition immediately prior to the Taking. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of the California Code of Civil Procedure, or any similar or successor Laws.

18.Events of Default.

Each of the following occurrences shall be a “Default”: (a) Tenant’s failure to pay any portion of Rent when due, if the failure continues for 3 days after written notice to Tenant (“Monetary Default”); (b) Tenant’s failure (other than a Monetary Default) to comply with any term, provision, condition or covenant of this Lease, if the failure is not cured within 10 days after written notice to Tenant provided, however, if Tenant’s failure to comply cannot reasonably be cured within 10 days, Tenant shall be allowed additional time (not to exceed 60 days) as is reasonable necessary to cure the failure so long as Tenant begins the cure within 10 days and diligently pursues the cure to completion; (c) Tenant or any Guarantor becomes insolvent, makes a transfer in fraud of creditors, makes an assignment for the benefit of creditors, admits in writing its inability to pay its debts when due or forfeits or loses its right to conduct business; (d) the leasehold estate is taken by process or operation of Law; (e) in the case of any ground floor or retail Tenant, Tenant does not take possession of or abandons or vacates all or any portion of Premises; or (f) Tenant is in default beyond any notice and cure period under any other lease or agreement with Landlord at the Building or Property. If Landlord provides Tenant with notice of Tenant’s failure to comply with any specific provision of this Lease on 3 separate occasions during any 12 month period, Tenant’s subsequent violation of such provision shall, at Landlord’s option, be an Incurable Default by Tenant. All notices sent under this Section shall be in satisfaction of, and not in addition to, notices required by Law.

19.Remedies.

19.01  Upon the occurrences of any Default under this Lease, whether enumerated in Section 18 or not, Landlord shall have the option to pursue any one or more of the following remedies without any notice (except as expressly prescribed herein) or demand whatsoever (and without limiting the generality of the foregoing, Tenant hereby specifically waives notice and demand for payment of Rent, or other obligations, except for those notices specifically required pursuant to the terms of Section 18 or this Section 19, and waives any and all other notices or demand requirements imposed by applicable law):

(a)Terminate this Lease and Tenant’s right to possession of the Premises and recover from Tenant an award of damages equal to the sum of the following:

(I)The Worth at the Time of Award of the unpaid Rent which had been earned at the time of termination;

(II)The Worth at the Time of Award of the amount by which the unpaid Rent which would have been earned after termination until the time of award exceeds the amount of such Rent loss that Tenant affirmatively proves could have been reasonable avoided;

(III)The Worth at the Time of Award of the amount by which the unpaid Rent for the balance of the Term after the time of award exceeds the amount of such Rent loss that Tenant affirmatively proves could be reasonably avoided;

(IV)Any other amount necessary to compensate Landlord for all the detriment either proximately caused by Tenant’s failure to perform Tenant’s obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; and

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(V)All such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time under applicable law.

The “Worth at the Time Award” of the amount referred to in parts (i) and (ii) above, shall be computed by allowing interest at the lesser of a per annum rate equal to: (A) the greatest per annum rate of interest permitted from time to time under applicable law, or (B) the Prime Rate plus 5%. For Purpose hereof, the “Prime Rate” shall be the per annum interest rate publicly announced as its prime or base rate by a federally insured bank selected by Landlord in the State of California. The “Worth at the Time of Award” of the amount referred to in part (iii), above, shall be computed by discounting such amount at the discount rate of the Federal reserve Bank of San Francisco at the time of award plus 1%;

(b)Employ the remedy described in California Civil Code § 1951.4 (Landlord may continue this Lease in effect after Tenant’s breach and abandonment and recover Rent as it becomes due, if Tenant has the right to sublet or assign, subject only to reasonable limitations); or

(c)Notwithstanding Landlord’s exercise of the remedy described in California Civil Code § 1951.4 in respect of an event or events of default, at such time thereafter as Landlord may elect in writing, to terminate this Lease and Tenant’s right to possession of the Premises and recover an award of damages as provided above in Paragraph 19.01(a).

19.02The subsequent acceptance of Rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, other than the failure of Tenant to pay the particular Rent so accepted, regardless of Landlord’s knowledge of such preceding breach at the time of acceptance of such Rent. No waiver by Landlord of any breach hereof shall be effective unless such waives is in writing and signed by Landlord.

19.03TENANT HEREBY WAIVES ANY AND ALL RIGHTS CONFERRED BY SECTION 3275 OF THE CIVIL CODE OF CALIFORNIA AND BY SECTIONS 1174 (c) AND 1179 OF THE CODE OF CIVIL PROCEDURE OF CALIFORNIA AND ANY AND ALL OTHER LAWS AND RULES OF LAW FROM TIME TO TIME IN EFFECT DURING THE LEASE TERM PROVIDING THAT TENANT SHALL HAVE ANY RIGHT TO REDEEM, REINSTATE OR RESTORE THIS LEASE FOLLOWING ITS TERMINATION BY REASON OF TENANT’S BREACH. TENANT ALSO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OR RELATING TO THIS LEASE.

19.04No right or remedy herein conferred upon or reserved to Landlord is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy given hereunder or now or hereafter existing by agreement, applicable law or in equity. In addition to other remedies provided in this Lease, Landlord shall be entitled, to the extent permitted by applicable law, to injunctive relief, or to a decree compelling performance of any of the covenants, agreements, conditions or provisions of this Lease, or to any other remedy allowed to Landlord at law or in equity. Forbearance by Landlord to enforce one or more of the remedies herein provided upon an event of default shall not be deemed or construed to constitute a waiver of such default.

19.05If Tenant is in Default of any of its non-monetary obligations under the Lease, Landlord shall have the right to perform such obligations. Tenant shall reimburse Landlord for the cost of such performance upon demand together with an administrative charge equal to 10% of the cost of the work performed by Landlord.

19.06This Section 19 shall be enforceable to the maximum extent such enforcement is not prohibited by applicable law, and the unenforceability or any portion thereof shall not thereby render unenforceable any other portion.

20.Limitation of Liability.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS LEASE, THE LIABILITY OF LANDLORD (AND OF ANY SUCCESSOR LANDLORD) SHALL BE LIMITED TO THE LESSER OF (A) THE INTEREST OF LANDLORD IN THE PROPERTY, OR (B) THE EQUITY INTEREST LANDLORD WOULD HAVE IN THE PROPERTY IF THE PROPERTY WERE ENCUMBERED BY THIRD PARTY DEBT IN AN AMOUNT EQUAL TO 70% OF THE VALUE OF THE PROPERTY. TENANT SHALL LOOK SOLELY TO LANDLORD’S INTEREST IN THE PROPERTY FOR THE RECOVERY OF ANY JUDGMENT OR AWARD AGAINST LANDLORD OR ANY LANDLORD RELATED PARTY, NEITHER LANDLORD NOR ANY LANDLORD RELATED PARTY SHALL BE PERSONALLY LIABLE FOR ANY JUDGMENT OR DEFICIENCY, AND IN NO EVENT SHALL LANDLORD OR ANY LANDLORD RELATED PARTY BE LIABLE TO TENANT FOR ANY LOST PROFIT, DAMAGE TO OR LOSS OF BUSINESS OR ANY FORM OF SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGE, BEFORE FILING SUIT FOR AN ALLEGED DEFAULT BY LANDLORD.

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TENANT SHALL GIVE LANDLORD AND THE MORTGAGEES(S) WHOM TENANT HAS BEEN NOTIFIED HOLD MORTGAGES (DEFINED IN SECTION 23 BELOW), NOTICE AND REASONABLE TIME TO CURE THE ALLEGED DEFAULT.

21.Relocation.

Landlord, at its expense, at any time before or during the Term, may relocate Tenant from the Premises to space of reasonably comparable size and utility (“Relocation Space”) within the Building or adjacent buildings within the same project upon 60 days’ prior written notice to Tenant. From and after the date of the relocation, the Base Rent and Tenant’s Pro Rata Share shall be adjusted based on the rentable square footage of the Relocation Space. Landlord shall pay Tenant’s reasonable costs of relocation, including all costs for moving Tenant’s furniture, equipment, supplies and other personal property, as well as the cost of printing and distributing change of address notices to Tenant’s customers and one month’s supply of stationery showing the new address.

22.Holding Over.

If Tenant fails to surrender all or any part of the Premises at the termination of this Lease, occupancy of the Premises after termination shall be that of a tenancy at sufferance. Tenant’s occupancy shall be subject to all the terms and provisions of this Lease, and Tenant shall pay an amount (on a per month basis without reduction for partial months during the holdover) equal to 150% of the sum of the Base Rent and Additional Rent due for the period immediately preceding the holdover. No holdover by Tenant or payment by Tenant after the termination of this Lease shall be construed to extend the Term or prevent Landlord from immediate recovery of possession of the Premises by summary proceedings or otherwise. If Landlord is unable to deliver possession of the Premises to a new tenant or to perform improvements for a new tenant as a result of Tenant’s holdover and Tenant fails to vacate the Premises within 15 days after notice from Landlord, Tenant shall be liable for all damages that Landlord suffers from the holdover.

23.Subordination to Mortgages; Estoppel Certificate.

Tenant accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other lien(s) now or subsequently arising upon the Premises, the Building or the Property, and to renewals, modifications, refinancings and extensions thereof (collectively referred to as a “Mortgage”). The party having the benefit of a Mortgage shall be referred to as a “Mortgagee”. This clause shall be self-operative, but upon request from a Mortgagee, Tenant shall execute a commercially reasonable subordination agreement in favor of the Mortgagee. As an alternative, a Mortgagee shall have the right at any time to subordinate its Mortgage to this Lease. Upon request, Tenant, without charge, shall attorn to any successor to Landlord’s interest in this Lease. Landlord and Tenant shall each, within 10 days after receipt of a written request from the other, execute and deliver a commercially reasonable estoppel certificate to those parties as are reasonable requested by the other (including a Mortgage or prospective purchaser). Without limitation, such estoppel certificate may include a certification as to the status of this Lease, the existence of any defaults and the amount of Rent that is due and payable.

24.Notice.

All demands, approvals, consents or notices (collectively referred to as a “notice”) shall be in writing and delivered by hand or sent by registered or certified mail with return receipt requested or sent by overnight or same day courier service at the party’s respective Notice Address(es) set forth in Section 1. Each notice shall be deemed to have been received on the earlier to occur of actual delivery or the date on which delivery is refused, or, if Tenant has vacated the Premises or any other Notice Address of Tenant without providing a new Notice Address, 3 days after notice is deposited in the U.S. mail or with a courier service in the manner described above. Either party may, at any time, change its Notice Address (other than to a post office box address) by giving the other party written notice of the new address.

25.Surrender of Premises.

At the termination of this Lease or Tenant’s right of possession, Tenant shall remove Tenant’s Property from the Premises, and quit and surrender the Premises to Landlord, broom clean, and in good order, condition and repair, ordinary wear and tear and damage which Landlord is obligated to repair hereunder excepted. If Tenant falls to remove any of Tenant’s Property within 2 days after termination of this Lease or Tenant’s right to possession, Landlord, at Tenant’s sole cost and expense, shall be entitled (but not obligated) to remove and store Tenant’s property. Landlord shall not be responsible for the value, preservation or safekeeping of Tenant’s Property. Tenant shall pay Landlord, upon demand, the expenses and storage charges incurred. If Tenant fails to remove Tenant’s Property from the Premises or storage, within 30 days after notice, Landlord may deem all or any part of Tenant’s Property to be abandoned and title to Tenant’s Property shall vest in Landlord.

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26.Miscellaneous.

26.01This Lease shall be interpreted and enforced in accordance with the Laws of the State of California and Landlord and Tenant hereby irrevocably consent to the jurisdiction and proper venue of such state or commonwealth. If any term or provision of this Lease shall to any extent be void or unenforceable, the remainder of this Lease shall not be affected. If there is more than one Tenant or if Tenant is comprised of more than one party or entity, the obligations imposed upon Tenant shall be joint and several obligations of all the parties and entities, and requests or demands from any one person or entity comprising Tenant shall be deemed to have been made by all such persons or entities. Notices to any one person or entity shall be deemed to have been given to all persons and entities. Tenant represents and warrants to Landlord that each individual executing this Lease on behalf of Tenant is authorized to do so on behalf to Tenant and that Tenant is not, and the entities or individuals constituting Tenant or which may own or control Tenant or which may be owned or controlled by Tenant are not, among the individuals or entities identified on any list compiled pursuant to Executive Order 13224 for the purpose of identifying suspected terrorists.

26.02If either party institutes a suit against the other for violation of or to enforce any covenant, term or condition of this Lease, the prevailing party shall be entitled to all of its costs and expenses, including, without limitation, reasonable attorneys’ fees. Landlord and Tenant hereby waive any right to trial by jury in any proceeding based upon a breach of this Lease. Either party’s failure to declare a default immediately upon its occurrence, or delay in taking action for a default, shall not constitute a waiver of the default, nor shall it constitute an estoppel.

26.03Whenever a period of time is prescribed for the taking of an action by Landlord or Tenant (other than the payment of the Security Deposit or Rent), the period of time for the performance of such action shall be extended by the number of days that the performance is actually delayed due to strikes, acts of God, shortages of labor or materials, war, terrorist acts, civil disturbances and other causes beyond the reasonable control of the performing party (“Force Majoure”).

26.04Landlord shall have the right to transfer and assign, in whole or in part, all of its rights and obligations under this Lease and in the Building and Property. Upon transfer Landlord shall be released from any further obligations hereunder and Tenant agrees to look solely to the successor in interest of Landlord for the performance of such obligations, provided that, any successor pursuant to a voluntary, third party transfer (but not as part of an involuntary transfer resulting from a foreclosure or deed in lieu thereof) shall have assumed Landlord’s obligations under this Lease.

26.05Landlord has delivered a copy of this Lease to Tenant for Tenant’s review only and the delivery of it does not constitute an offer to Tenant or an option. Tenant represents that it has dealt directly with and only with the Broker as a broker in connection with this Lease. Tenant shall indemnity and hold Landlord and the Landlord Related Parties harmless from all claims of any other brokers claiming to have represented Tenant in connection with this Lease. Landlord shall indemnity and hold Tenant and the Tenant Related Parties harmless from all claims of any brokers claiming to have represented Landlord in connection with this Lease. Equity Office Properties Management Crop. (“EOPMC”) is an affiliate to Landlord and represents only the Landlord in this transaction. Any assistance rendered by any agent or employee of EOPMC in connection with this Lease or any subsequent amendment or modification hereto has been or will be made as an accommodation to Tenant solely in furtherance of consummating the transaction on behalf of Landlord, and not as agent for Tenant.

26.06Time is of the essence with respect to Tenant’s exercise of any expansion, renewal or extension rights granted to Tenant. The expiration of the Term, whether by lapse of time, termination or otherwise, shall not relieve either party of any obligations which accrued prior to or which may continue to accrue after the expiration or termination of this Lease.

26.07Tenant may peacefully have, hold and enjoy the Premises, subject to the terms of this Lease, provided Tenant pays the Rent and fully performs all of its covenants and agreements. This covenant shall be binding upon Landlord and its successors only during its or their respective periods of ownership of the Building.

26.08This Lease does not grant any rights to light or air over or about the Building. Landlord excepts and reserves exclusively to itself any and all rights not specifically granted to Tenant under this Lease. This Lease constitutes the entire agreement between the parties and supersedes all prior agreements and understandings related to the Premises, including all lease proposals, letters of intent and other documents. Neither party is relying upon any warranty, statement or representation not contained in this Lease. This Lease may be modified only by a written agreement signed by an authorized representative of Landlord and Tenant.

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Landlord and Tenant have executed this Lease as of the day and year first above written.

LANDLORD:
CA-STADIUM TOWERS LIMITED PARTNERSHIP, a
Delaware limited partnership
By:	EOM GP, L.L.C., a Delaware limited liability company, its general partner
	By:	Equity Office Management, L.L.C., a Delaware limited liability company, its non- member manager
		By:	/s/ Mark Valentine
		Name:	Mark Valentine
		Title:	Managing Director-Leasing
TENANT:
PREMIER COMMERCIAL BANK, N.A.
By:	/s/ Ash Patel
Name:	ASH PATEL
Title:	PRESIDENT
By:	/s/ Viktor R. Uehlinger
Name:	Viktor R. Uehlinger
Title:	SVP & Chief Financial Officer
33-0976007
Tenant’s Tax ID Number (SSN or FEIN)

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EXHIBIT A

OUTLINE AND LOCATION OF PREMISES A

comprised or approximately 2,781 rentable square feet described as Suite No. 450 located on the 4^th floor of the Building

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CONSTRUCTION NOTES:

1CONTRACTOR AND SUBCONTRACTORS SHALL VISIT THE SITE AND REVIEW EXISTING CONDITIONS PRIOR TO SUBMITTING ANY BIDS.

2CONTRACTOR SHALL CONTACT LANDLORD 24 HOURS IN ADVANCE FOR APPROVAL TO TURN ANY UTILITY OFF ON ANY GIVEN DAY.

3REPAINT ENTIRE SUITE ONE COAT OF FINISH PAINT. COLOR TO BE BUILDING STANDARD. NEW WALLS AND REPAIR WORK SHALL RECEIVE ONE COAT SEALER AND FINISH COATS TO COVER.

4CONTRACTOR SHALL MODIFY SPRINKLER SYSTEM AS REQUIRED PER CODE UPDATE TO BUILDING STANDARDS.

5ONE LIGHT IN BREAKROOM MAY HAVE TO MOVE WITH THE INSTALLATION OF THE NEW WALL.

6REPLACE ALL DAMAGED CEILING TILES AND REPAIR CEILING GRID AS REQUIRED.

7PROVIDE 2’–0”X9’–0” CLEAR TEMPERED WINDOW IN ALUM FRAME TO MATCH BUILDING STANDARD.

8PROVIDE J–BOX IN CEILING AND SWITCH ADJACENT DOOR FOR RECESSED DA–LITE DROP DOWN SCREEN. DA–LITE BOARDROOM ELECTROL MATTE WHITE 70”X70” SCREEN. SCREEN AND INSTALLATION TO BE BID AS A TENANT COST. POWER AS PART OF LANDLORD COST.

9MOVE THERMOSTATS ONTO NEW WALLS AT DEMOLITION.

10PROVIDE NEW CARPET AND BASE THROUGH OUT SUITE PER BUILDING STANDARD.

11FURNITURE SHOWN IS FOR REFERENCE ONLY. FURNITURE WILL BE PURCHASED AND INSTALLED BY THE TENANT. CONTRACTOR SHALL INSTALL POWER DATA WHIPS AND CONNECT TO FURNITURE.

12COMBINE LIGHTS ONTO ONE SWITCH IN ROOM 406.

13NEW WALLS TO BE BUILDING STANDARD 2 1/2 ” X 25 GA. STUDS AT 24” o.c. WITH 5/8” QYP. BD EACH SIDE. PAINT TO BE BUILDING STANDARD WALLS TO BE BUILT UPTO THE UNDERSIDE OF THE CEILING GRID.

14REMOVE DOWNLIGHTS OVER RECEPTION DESK AND ADD 2X4 LIGHT TO MATCH EXISTING.

15REMOVE RECEPTION DESK AND SOFFIT AT CEILING, REPAIR CEILING TO A LIKE NEW CONDITION.

16DEDICATED PLUG FOR COPIER.

17EXISTING DOORS AND FRAMES REMOVED REMAIN THE PROPERTY OF THE OWNER.

18PROVIDE NEW POWER AND DATA AS INDICATED WITH A ‘N’ ADJACENT. REMOVE ALL OUTLETS SHOWN DASHED. PATCH AND REPAIR WALL TO A UNIFORM FINISH. ALL PHONE AND DATA CABLING SHALL BE BY THE TENANT. THE TENANT IS RESPONSIBLE FOR INSTALLATION OF ALL FACE PLATES FOR PHONE AND DATA. COLOR TO BE WHITE.

19PROVIDE [ILLEGIBLE] INSULATION 4’–0” EACH SIDE OF CONF. ROOM WALL ADJACENT ROOM 403. PROVIDE SILICONE SEALANT EACH SIDE OF MULLION AT THE INTERSECTION OF THIS WALL TO THE WINDOWWALL

20PROVIDE CONV. OUTLET ABOVE CEILING FOR PROJECTOR. PROVIDE PULL STRING FROM THIS BOX IN WALL FOR CABLE CONNECTION TO PROJECTOR. POWER AS PART OF LANDLORD COST AND INSTALLATION OF PROJECTOR PART OF TENANTS COST.

21CHANGE THIS OUTLET TO A QUAD OUTLET.

22PROVIDE POWER ABOVE CEILING IN TWO LOCATIONS FOR REMOTE CONTROLLED WINDOW SHADES. PROVIDE SWITCH ADJACENT DOOR. WINDOW SHADES AND INSTALLATION AS PART OF TENANTS COST.

23PROVIDE POWER FOR CARD READER IN CORRIDOR. COORDINATE LOCATION WITH TENANTS VENDOR. CARD READER AS PART OF TENANTS COST.

24PROVIDE QUAD OUTLET IN UPPER CABINETS FOR TELEPHONE EQUIP.

25MOVE CONV. AND DATA OUTLET TO CORNER OF WALL FOR PRINTER.

PROPOSED FLOOR PLAN

PREMIER COMMERCIAL BANK

2400 E. KATELLA AVE. SUITE 450

ANAHEIM, CA

28–MAY–2003   J.N. 03017P1

EXHIBIT A-1

OUTLINE AND LOCATION OF PREMISES B

comprised of approximately 1,232 rentable square feet described as Suite No. 655 located on the 6^th floor of the Building

PROPOSED FLOOR PLAN

PREMIER COMMERCIAL BANK

2400 E. KATELLA AVE. SUITE 655

ANAHEIM, CA

13–MAY–2003   J.N. 03017P1

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CONSTRUCTION NOTES:

1CONTRACTOR AND SUBCONTRACTORS SHALL VISIT THE SITE AND REVIEW EXISTING CONDITIONS PRIOR TO SUBMITTING ANY BIDS.

2CONTRACTOR SHALL CONTACT LANDLORD 24 HOURS IN ADVANCE FOR APPROVAL TO TURN ANY UTILITY OFF ON ANY GIVEN DAY.

3REPAINT ENTIRE SUITE ONE COAT OF FINISH PAINT. COLOR TOBE BUILDING STANDARD. NEW WALLS AND REPAIR WORK SHALL RECEIVE ONE COAT SEALER AND FINISH COATS TO COVER.

4CONTRACTOR SHALL MODIFY SPRINKLER SYSTEM AS REQUIRED PER CODE. UPDATE TO BUILDING STANDARDS.

5REPLACE ALL DAMAGED CEILING TILES AND REPAIR CEILING GRID AS REQUIRED.

6PATCH WALLS DAMAGED TO A UNIFORM FINISH. REVIEW FIELD CONDITIONS FOR DAMAGE.

7REMOVE WINDOWS AND FILL IN OPENINGS. FINISH WALL TO A UNIFORM FINISH.

8FURNITURE SHOWN IS FOR REFERENCE ONLY. FURNITURE WILL BE PURCHASED AND INSTALLED BY THE TENANT.

9DEDICATED PLUG FOR COPIER.

10PROVIDE NEW POWER AND DATA AS INDICATED WITH A ‘N’ ADJACENT. REMOVE ALL OUTLETS SHOWN DASHED, PATCH AND REPAIR WALL TO A UNIFORM FINISH. ALL PHONE AND DATA CABLING SHALL BE BY THE TENANT. THE TENANT IS RESPONSIBLE FOR INSTALLATION OF ALL FACE PLATES FOR PHONE AND DATA, COLOR TO BE WHITE.

11PROVIDE SILICONE SEALANT EACH SIDE OF MULLION AT THE INTERSECTION OF THIS WALL TO THE WINDOWWALL.

12CHANGE CONV. OUTLET TO A QUAD OUTLET.

13NEW QUAD CONV. OUTLET.

PROPOSED FLOOR PLAN

PREMIER COMMERCIAL BANK

2400 E. KATELLA AVE. SUITE 655

ANAHEIM, CA

28–MAY–2003   J.N. 03017P1

EXHIBIT B

EXPENSES AND TAXES

This Exhibit is attached to and made a part of the Lease by and between CA-STADIUM TOWERS LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and PREMIER COMMERCIAL BANK, N.A. (“Tenant”) for space in the Building located at 2400 East Katella Avenue, Anaheim, California.

1.Payments.

1.01  Tenant shall pay Tenant’s Pro Rata Share of the amount, if any, by which Expenses (defined below) for each calendar year during the Term exceed Expenses for the Base Year (the “Expense Excess”) and also the amount, if any, by which Taxes (defined below) for each calendar year during the Term exceed Taxes for the Base Year (the “Tax Excess”). If Expenses or Taxes in any calendar year decrease below the amount of Expenses or Taxes for the Base Year, Tenant’s Pro Rata Share of Expenses or Taxes, as the case may be, for that calendar year shall be $0. Landlord shall provide Tenant with a good faith estimate of the Expense Excess and of the Tax Excess for each calendar year during the Term. On or before the first day of each month, Tenant shall pay to Landlord a monthly installment equal to one-twelfth of Tenant’s  Pro Rata Share of Landlord’s estimate of both the Expense Excess and Tax Excess. After its receipt of the revised estimate, Tenant’s monthly payments shall be based upon the revised estimate. If Landlord does not provide Tenant with an estimate of the Expense Excess or the Tax Excess by January 1 of a calendar year, Tenant shall continue to pay monthly installments based on the previous year’s estimate(s) until Landlord provides Tenant with the new estimate.

1.02  As soon as is practical following the end of each calendar year, Landlord shall furnish Tenant with a statement of the actual Expenses and Expense Excess and the actual Taxes and Tax Excess for the prior calendar year. If the estimated Expense Excess or estimated Tax Excess for the prior calendar year is more than the actual Expense Excess or actual Tax Excess, as the case may be, for the prior calendar year, Landlord shall either provide Tenant with a refund or apply any overpayment by Tenant against Additional Rent due or next becoming due, provided if the Term expires before the determination of the over payment. Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated Expense Excess or estimated Tax Excess for the prior calendar year is less than the actual Expense Excess or actual Tax Excess, as the case may be, for such prior year, Tenant shall pay Landlord, within 30 days after its receipt of the statement of Expenses or Taxes, any underpayment for the prior calendar year.

2.Expenses.

2.01  “Expenses” means all costs and expenses incurred in each calendar year in connection with operating, maintaining, repairing, and managing the Building and the Property. Expenses include, without limitation: (a) all labor and labor related costs; (b) management fees; (c) the cost of equipping, staffing and operating an on-site and/or off-site management office for the Building, provided if the management office services one or more other buildings or properties, the shared costs and expenses of equipping, staffing and operating such management office(s) shall be equitably prorated and apportioned between the Building and the other buildings or properties; (d) accounting costs; (e) the cost of services; (f) rental and purchase cost of parts, supplies, tools and equipment; (g) insurance premiums and deductibles; (h) electricity, gas and other utility costs; and (i) the amortized cost of capital improvements (as distinguished from replacement parts or components installed in the ordinary course of business) made subsequent to the Base Year which are: (1) performed primarily to reduce current or future operating expense costs, upgrade Building security or otherwise improve the operating efficiency of the Property; or (2) required to comply with any Laws that are enacted, or first interpreted to apply to the Property, after the date of this Lease. The cost of capital improvements shall be amortized by Landlord over the lesser of the Payback Period (defined below) or the useful life of the capital improvement as reasonably determined by Landlord. “Payback Period” means the reasonably estimated period of time that it takes for the cost savings resulting from a capital improvement to equal the total cost of the capital improvement, Landlord, by itself or through an affiliate, shall have the right to directly perform, provide and be compensated for any services under this Lease. If Landlord incurs Expenses for the Building or Property together with one or more other buildings or properties, whether pursuant to a reciprocal easement agreement, common area agreement or otherwise, the shared costs and expenses shall be equitably prorated and apportioned between the Building and Property and the other buildings or properties.

2.02  Expenses shall not include: the cost of capital improvements (except as set forth above); depreciation; principal payments of mortgage and other non-operating debts of Landlord; the cost of repairs or other work to the extent Landlord is reimbursed by Insurance or condemnation proceeds; costs in connection with leasing space in the Building, including brokerage commissions; lease concessions, rental abatements and construction allowances granted to specific tenants; costs incurred

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concessions, rental abatements and construction allowances granted to specific tenants; costs incurred in connection with the sale financing or refinancing of the Building; fines, interest and penalties incurred due to the late payment of Taxes or Expenses; organizational expenses associated with the creation and operation of the entity which constitutes Landlord; or any penalties or damages that Landlord pays to Tenant under this Lease or to other tenants in the Building under their respective leases.

2.03  If at any time during a calendar year the Building is not least 95% occupied or Landlord is not supplying services to at least 95% of the total Rentable square Footage of the Building. Expenses shall, at Landlord’s option, be determined as if the Building had been 95% occupied and Landlord had been supplying services to 95% of the Rentable Square Footage of the Building. If Expenses for a calendar Year are determined as provided in the prior sentence. Expenses for the Base Year shall also be determined in such manner. Notwithstanding the foregoing, Landlord may calculate the extirpation of Expenses under this Section based on 100% occupancy and service so long as such percentage is used consistently for each year of the Term. The extrapolation of Expenses under this Section shall be performed in accordance with the methodology specified by the Building Owners and Managers Association.

3.“Taxes” shall mean: (a) all real property taxes and other assessments on the Building and/or Property, including, but not limited to, gross receipts taxes, assessments for special improvements districts and building Improvement districts, governmental changes, fees and assessments for police, fire, traffic mitigation or other governmental service of purported benefit to the Property, taxes and assessments levied in substitution or supplementation in whole or in part of any such taxes and assessments and the Property’s share of any real estate taxes and assessments under any reciprocal easement agreement, common area agreement or similar agreement as to the property; (b) all personal property taxes for property that is owned by Landlord and used in connection with the operation, maintenance and repair of the Property; and (c) all costs and fees incurred in connection with seeking reductions in any tax liabilities described in (a) and (b), including, without limitation, any costs incurred by Landlord for compliance, review and appeal of tax liabilities. Without limitation, Taxes shall not include any income, capital levy, transfer, capital stock, gift, estate or inheritance tax. If a change in Taxes is obtained for any year of the Term during which Tenant paid Tenant’s Pro Rata Share of any Tax Excess, then Taxes for that year will be retroactively adjusted and Landlord shall provide Tenant with a credit, if any, based on the adjustment. Likewise, if a change is obtained for Taxes for the Base Year, Taxes for the Base Year shall be restated and Tax Excess for all subsequent years shall be recomputed, Tenant shall pay Landlord the amount of Tenant’s Pro Rata Share of any such increases in the Tax Excess within 30 days after Tennant’s receipts of a statement from Landlord.

4.Audit Rights. Tenant, within 365 days after receiving Landlord’s statement of Expenses, may give Landlord written notice (“Review Notice”) that Tenant to review Landlord’s records of the Expenses for the calendar year to which the statement applies. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the management office for the Building, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with CPA firm licensed to do business in the state or commonwealth where the Property is located. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 90 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within 90 day period or fails to provide Landlord with a Review Notice within the 365 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. The records obtained by Tenant shall be treated as confidential. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

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EXHIBIT C

WORK LETTER

This Exhibit is attached to and made a part of the Lease by and between CA-STADIUM TOWERS LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and PREMIER COMMERCIAL BANK, N.A. (“Tenant”) for space in the Building located at 2400 East Katella Avenue, Anaheim, California.

1.Landlord shall perform improvements to the Premises in accordance with the plans prepared by Ron Bartlow & Associates, dated May 28, 2003 (the “Plans”). The improvements to be performed by Landlord in accordance with the Plans are hereinafter referred to as the “Landlord Work”. It is agreed that construction of the Landlord Work will be completed at Landlord’s sole cost and expense (subject to the Maximum Amount and further subject to the terms of Paragraph 4 below) using Building standard methods, materials and finishes. Landlord and Tenant agree that Landlord’s oblilgation to pay for the cost of Landlord Work (inclusive of the cost of preparing Plans, obtaining permits, and other related costs) shall be limited to $72,234,00 ($18.00 per rentable square foot of the Premises) (the Maximum Amount”) and that Tenant shall be responsible for the cost of Landlord Work, plus any applicable state sales or use tax, if any, to the extent that it exceeds the Maximum Amount. Landlord shall enter into a direct contract for the Landlord Work with a general contractor selected by Landlord. In addition, Landlord shall have the right to select and/or approve of any subcontractors used in connection with the Landlord Work. Landlord’s supervision or performance of any work for or on behalf of Tenant shall not be deemed a representation by Landlord that such Plans or the revision thereto comply with applicable insurance requirements, building codes, ordinances, laws or regulations, or that the improvements constructed in accordance with the Plans and any revisions thereto will be adequate for Tenant’s use, it being agreed that Tenant shall be responsible for all elements of the design of Tenant’s plans (including, without limitation, compliance with law, functionality of design, the structural integrity of the design, the configuration of the premises and the placement of Tenant’s furniture appliances and equipment.

2.If Landlord’s estimate and/or the actual cost of the Landlord Work shall exceed the Maximum Amount, Landlord, prior to commencing any construction of Landlord Work, shall submit to Tenant a written estimate setting forth the anticipated cost of the Landlord Work, including but not limited to labor and materials, contractor’s fees and permit fees. Within 3 Business Days thereafter, Tenant shall either notify Landlord in writing of its approval of the cost estimate, or specify its objections thereto and any desired changes to the proposed Landlord Work. If Tenant Notifies Landlord of such objections and desired changes, Tenant shall work with Landlord to reach a mutually acceptable alternative cost estimate.

3.If Landlord’s estimate and/or the actual cost of construction shall exceed the maximum amount (such amounts exceeding the Maximum Amount being herein referred to as the “Excess Costs”), Tenant shall pay to Landlord such Excess Costs, plus any applicable state sales or use tax thereon, upon demand. The statements of costs submitted to Landlord by Landlord’s contractors shall be conclusive for purposes of determining the actual cost of the items described therein. The amounts payable by Tenant hereunder constitute Rent payable pursuant to the Lease, and the failure to timely pay same constitutes an event of default under the Lease.

4.If Tenant shall request any revisions to the Plans, Landlord shall have such revisions prepared at Tenant’s sole cost and expense and Tenant shall reimburse Landlord for the cost of preparing any such revisions to the Plans, plus any applicable state sales or use tax thereon, upon demand. Promptly upon completion of the revision, Landlord shall notify Tenant in writing of the increased cost in the Landlord Work, if any, resulting from such revisions to the plans. Tenant, within one Business Day, shall notify Landlord in writing whether it desires to proceed with such revisions. In the absence of such written authorization, Landlord shall have the option to continue work on the Premises disregarding the requested revision. Tenant shall be responsible for any Tenant Delay in completion of the Premises resulting from any revision to the Plans. If such revisions result in an increase in the cost of Landlord Work, such increased costs, plus any applicable state sales or use tax thereon, shall be payable by Tenant upon demand. Notwithstanding anything herein to the contrary, all revisions to the Plans shall be subject to the approval of Landlord.

5.Any portion of the Maximum Amount which exceeds the cost of the Landlord Work or is otherwise remaining after December 31, 2003, shall accrue to the sole benefit of Landlord. It being agreed that Tenant shall not be entitled to any credit, effect, abatement or payment with respect thereto.

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6.This Exhibit shall not be deemed applicable to any additional space added to the Premises at any time or from time to time, whether by any options under the Lease or otherwise, or to any portion of the original Premises or any additions to the Premises in the event of a renewal or extension of the original Term of the Lease, whether by any options under the Lease or otherwise, unless expressly so provided in the Lease or any amendment or supplement to the Lease.

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EXHIBIT D

COMMENCEMENT LETTER

(EXAMPLE)

Date

PREMIER COMMERCIAL BANK

2400 East Katella Avenue

Suite 450

Anaheim, California

Re:Commencement Letter with respect to that certain Lease dated as of the                   day of                         , 2003, by and between CA-STADIUM TOWERS LIMITED PARTNERSHIP, a Delaware limited partnership, as Landlord, and PREMIER COMMERCIAL BANK, N.A. as Tenant, for 4,013 rentable square feet on the 4^th and 6th floors of the Building located at 2400 East Katella Avenue, Anaheim, California.

Dear                            :

In accordance with the terms and conditions of the above referenced Lease, Tenant accepts possession of the Premises and agrees:

1.The Commencement Date of the Lease for Premises A is                            :

2.The Commencement Date of the Lease for Promises B is                            :

3.The Termination Date of the Lease is

Please acknowledge your acceptance of possession and agreement to the terms set forth above by signing all 3 counterparts of this Commencement Letter in the space provided and returning 2 fully executed counterparts to my attention.

Sincerely,
Authorized Signatory
Agreed and Accepted:
	Tenant:	PREMIER COMMERCIAL BANK, N.A.
	By:
	Name:
	Title:
	Date:

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EXHIBIT E

BUILDING RULES AND REGULATIONS

The following rules and regulations shall apply, where applicable, to the Premises, the Building, the parking facilities (if any), the Property and the appurtenances. In the event of a conflict between the following rules and regulations and the remainder of the terms of the Lease, the remainder of the terms of the Lease shall control. Capitalized terms have the same meaning as defined in the Lease.

1.Sidewalks, doorways, vestibules, halls, stairways and other similar areas shall not be obstructed by Tenant or used by Tenant for any purpose other than ingress end egress to and from the Premises. No rubbish, litter, trash, or materiel shall be placed, emptied, or thrown in those areas. At no time shall Tenant permit Tenant’s employees to loiter in Common Areas or elsewhere about the Building or Property.

2.Plumbing fixtures and appliances shall be used only for the purposes for which designed and no sweepings, rubbish, rags or other unsuitable material shall be thrown or placed in the fixtures or appliances. Damage resulting to fixtures or appliances by Tenant, its agents, employees or invitees shall be paid for by Tenant end Landlord shall not be responsible for the damage.

3.No signs, advertisements or notices shall be painted or affixed to windows, doors or other parts of the Building, except those of such color, size, style and in such places as are first approved in writing by Landlord. All tenant identification and suite numbers at the entrance to the Premises shall be installed by Landlord, at Tenant’s cost and expense, using the standard graphics for the Building. Except in connection with the hanging of lightweight pictures and wall decorations, no nails, hooks or screws shall be inserted into any part of the Premises or Building except by the Building maintenance personnel without Landlord’s prior approval, which approval shall not be unreasonably withheld.

4.Landlord may provide and maintain in the first floor (main lobby) of the Building an alphabetical directory board or other directory device listing tenants and no other directory shall be permitted unless previously consented to by Landlord in writing.

5.Tenant shall not place any lock(s) on any door in the Premises or Building without Landlord’s prior written consent, which consent shall not be unreasonably withheld, and Landlord shall have the right at all times to retain and use keys or other access codes or devices to all locks within and into the Premises. A reasonable number of keys to the locks on the entry doors in the Premises shall be furnished by Landlord to Tenant at Tenant’s cost and Tenant shall not make any duplicate keys. All keys shall be returned to Landlord at the expiration or early termination of the Lease.

6.All contractors, contractor’s representatives and installation technicians performing work in the Building shall be subject to Landlord’s prior approval, which approval shall not be unreasonably withheld, and shall be required to comply with Landlord’s standard rules, regulations, policies and procedures, which may be revised from time to time.

7.Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by Tenant of merchandise or materials requiring the use of elevators, stairways, lobby areas or loading dock areas, shall be restricted to hours reasonably designated by Landlord. Tenant shall obtain Landlord’s prior approval by providing a detailed listing of the activity, which approval shall not be unreasonably withheld. If approved by Landlord, the activity shall be under the supervision of Landlord and performed in the manner required by Landlord. Tenant shall assume all risk for damage to articles moved and injury to any persons resulting from the activity. If equipment, property, or personnel of Landlord or of any other party is damaged or injured as a result of or in connection with the activity, Tenant shall be solely liable for any resulting damage, loss or injury.

8.Landlord shall have the right to approve the weight, size, or location of heavy equipment or articles in and about the Premises, which approval shall not be unreasonably withheld. Damage to the Building by the installation, maintenance, operation, existence or removal of Tenant’s Property shall be repaired at Tenant’s sole expense.

9.Corridor doors, when not in use, shall be kept closed.

10.Tenant shall not: (1) make or permit any improper, objectionable or unpleasant noises or odors in the Building, or otherwise interfere in any way with other tenants or persons having business with them; (2) solicit business or distribute or cause to be distributed, in any portion of the Building, handbills, promotional materials or other advertising; or (3) conduct or permit other activities in the Building that might, in Landlord’s sole opinion, constitute a nuisance.

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11.No animals, except those assisting handicapped persons, shall be brought into the Building or kept in or about the Premises.

12.No inflammable, explosive or dangerous fluids or substances shall be used or kept by Tenant in the Premises, Building or about the Property, except for those substances as are typically found in similar premises used for general office purposes and are being used by Tenant in a safe manner and in accordance with all applicable Laws.  Tenant shall not, without Landlord’s prior written consent, use, store, install, spill, remove, release or dispose of, within or about the Premises or any other portion of the Property, any asbestos-containing materials or any solid, liquid or gaseous material now or subsequently considered toxic or hazardous under the provisions of 42 U.S.C. Section 9601 et seq, or any other applicable environmental Law which may now or later be in effect.  Tenant shall comply with all Laws pertaining to and governing the use of these materials by Tenant and shall remain solely liable for the costs of abatement and removal.

13.Tenant shall not use or occupy the Premises in any manner or for any purpose which might injure the reputation or impair the present or future value of the Premises or the Building. Tenant shall not use, or permit any part of the Premises to be used for lodging, sleeping or for any illegal purpose.

14.Tenant shall not take any action which would violate Landlord’s labor contracts or which would cause awork stoppage, picketing, labor disruption or dispute or interfere with Landlord’s or any other tenant’s or occupant’s business or with the rights and privileges of any person lawfully in the Building (“Labor Disruption”). Tenant shall take the actions necessary to resolve the Labor Disruption, and shall have pickets removed and, at the request of Landlord, immediately terminate any work in the Premises that gave rise to the Labor Disruption, until Landlord gives its written consent for the work to resume.   Tenant shall have no claim for damages against Landlord or any of the Landlord Related Parties nor shall the Commencement Date of the Term be extended as a result of the above actions.

15.Tenant shall not install, operate or maintain in the Premises or in any other area of the Building, electrical equipment that would overload the electrical system beyond its capacity for proper, efficient and safe operation as determined solely by Landlord. Tenant shall not furnish cooling or heating to the Premises, including, without limitation, the use of electric or gas heating devices, without Landlord’s prior written consent. Tenant shall not use more than its proportionate share of telephone lines and other telecommunication facilities available to service the Building.

16.Tenant shall not operate or permit to be operated a coin or token operated vending machine or similar device (including, without limitation, telephones, lockers, toilets, scales, amusement devices and machines for sale of beverages, foods, candy, cigarettes and other goods), except for machines for the exclusive use of Tenant’s employees and invitees.

17.Bicycles and other vehicles are not permitted inside the Building or on the walkways outside the Building, except in areas designated by Landlord.

18.Landlord may from time to time adopt systems and procedures for the security and safety of the Building and the Property, its occupants, entry use and contents. Tenant, its agents, employees, contractors, guests and invitees shall comply with Landlord’s systems and procedures.

19.Landlord shall have the right to prohibit the use of the name of the Building or any other publicity by Tenant that in Landlord’s sole opinion may impair the reputation of the Building or its desirability. Upon written notice from Landlord, Tenant shall refrain from and discontinue such publicity immediately.

20.Neither Tenant nor its agents, employees, contractors, guests or invitees shall smoke or permit smoking in the Common Areas, unless a portion of the Common Areas have been declared a designated smoking area by Landlord, nor shall the above parties allow smoke from the Premises to emanate into the Common Areas or any other part of the Building. Landlord shall have the right to designate the Building (including the Premises) as a non-smoking building.

21.Landlord shall have the right to designate and approve standard window coverings for the Premises and to establish rules to assure that the Building presents a uniform exterior appearance. Tenant shall ensure, to the extent reasonably practicable, that window coverings are closed on windows in the Promises while they are exposed to the direct rays of the sun,

22.Deliveries to and from the Premises shall be made only at the times in the areas and through the entrances and exits reasonably designated by Landlord. Tenant shall not make deliveries to or from the Premises in a manner that might interfere with the use by any other tenant of its

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premises or of the Common Areas, any pedestrian use, or any usewhich is inconsistent with good business practice.

23.The work of cleaning personnel shall not be hindered by Tenant after 5:30 P.M., and cleaning work may be done at any time when the offices are vacant. Windows, doors and fixtures may be cleaned at any time. Tenant shall provide adequate waste and rubbish receptacles toprevent unreasonable hardship to the cleaning service.

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EXHIBIT F

ADDITIONAL PROVISIONS

This Exhibit is attached to end made a part of the Lease by and between CA-STADIUM TOWERS LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and PREMIER COMMERCIAL BANK, N.A. (“Tenant”) for space in the Building located at 2400 East Katella Avenue, Anaheim, California.

1.TENANT’S REDUCTION RIGHT.

In the event Tenant leases additional space in the Building and the rentable square feet of such additional space, together with Premises A and Premises B, exceeds 5,300 rentable square feet, Tenant, at the time Tenant leases such additional space, shall have the right to terminate the Lease with respect to Premises A and/or Premises B, provided that in no event will the Premises (after Tenant exercises this reduction right) be less than 5,300 rentable square feet.

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EXHIBIT G

PARKING AGREEMENT

This Exhibit (the “Parking Agreement”) is attached to and made a part of the Lease by and between CA-STADlUM TOWERS LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and PREMIER COMMERCIAL BANK, N.A.(“Tenant”) for space in the Building located at 2400 East Katella Avenue, Anaheim, California.

1.The capitalized terms used in this Parking Agreement shall have the same definitions as set forth in the Lease to the extent that such capitalized terms are defined therein and not redefined in this Parking Agreement. In the event of any conflict between the Lease and this Parking Agreement, the latter shall control.

2.During the initial Term, Tenant agrees to lease from Landlord and Landlord agrees to lease to Tenant a total of 16 non-reserved parking spaces in the parking facility servicing the Building (“Parking Facility”). During the initial Term, Tenant shall pay Landlord the prevailing monthly charges established from time to time for parking in the Parking Facility, payable in advance, with Tenant’s payment of monthly Base Rent. The initial charge for such parking spaces is $25.00 per non-reserved parking pass, per month. No deductions from the monthly charge shall be made for days on which the Parking Facility is not used by Tenant. Tenant may, from time to time request additional parking spaces, and if Landlord shall provide the same, such parking spaces shall be provided and used on a month-to-month basis, and otherwise on the foregoing terms and provisions, and at such prevailing monthly parking charges as shall be established from time to time.

PARKING CHARGE ABATEMENT. Notwithstanding anything in this Section of the Lease to the contrary, so long as Tenant is not in default under this Lease, Tenant shall be entitled to an abatement of parking charges for non-reserved parking spaces only in the amount of $400.00 per month for 12 consecutive full calendar months of the Term, beginning with the first (1^st) full calendar month of the Term (the “Parking Charge Abatement Period”). The total amount of non-reserved parking charges abated during the Parking Charge Abatement Period shall equal $4,800.00 (the “Abated Parking Charges”). If Tenant defaults at any time during the Term, and any extension thereof, and fails to cure such default within any applicable cure period under the Lease, all Abated Parking Charges shall immediately become due and payable. The payment by Tenant of the Abated Parking Charges in the event of a default shall not limit or affect any of Landlord’s other rights, pursuant to this Lease or at law or in equity. During the Parking Charge Abatement Period, only parking charges for non-reserved parking spaces shall be abated, and all Base Rent, Additional Rent and other costs and charges specified in this Lease shall remain as due and payable pursuant to the provisions of this Lease.

CONVERSION PARKING SPACES. Tenant, upon 30 days prior written notice to Landlord and subject to availability, shall have the right to convert up to 4 non-reserved parking spaces into up to 4 reserved parking spaces (the “Conversion Parking Spaces”). Tenant shall pay Landlord, as Additional Rent in accordance with Section 4 of the Lease, the sum of $65.00 per month, per Conversion Parking Space leased by Tenant hereunder. Landlord shall, at Landlord’s sole cost and expense, pay for the cost of fabrication and installation of signage designating Tenant’s Conversion Parking Spaces as reserved parking spaces.

CUSTOMER PARKING. Tenant, upon 30 days prior written notice to Landlord and subject to availability, may lease up to 2 reserved parking spaces (the “Reserved Customer Parking Spaces”) for the parking needs of Tenant’s customers. The location of the Reserved Customer Parking Spaces shall be mutually agreed to by Landlord and Tenant. Tenant shall pay Landlord, as Additional Rent in accordance with Section 4 of the Lease, the sum of $65.00 per month, per Reserved Customer Parking Space leased by Tenant hereunder. Landlord shall, at Landlord’s sole cost and expense, pay for the cost of fabrication and installation of signage designating Tenant’s Reserved Customer Parking Spaces.

3.Tenant shall at all times comply with all applicable ordinances, rules, regulations, codes, laws, statutes and requirements of all federal, state, county and municipal governmental bodies or their subdivisions respecting the use of the Parking Facility. Landlord reserves the right to adopt, modify and enforce reasonable rules (“Rules”) governing the use of the Parking Facility from time to time including any key-card, sticker or other identification or entrance system and hours of operation. The Rules set forth herein are currently in effect. Landlord may refuse to permit any person who violates such Rules to park in the Parking Facility, and any violation of the Rules shall subject the car to removal from the Parking Facility.

4.Unless specified to the contrary above, the parking spaces hereunder shall be provided on a non-designated

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“first-come, first-served” basis. Tenant acknowledges that Landlord has no liability for claims arising through acts or omissions of any independent operator of the Parking Facility. Landlord shall have no liability whatsoever for any damage to items located in the Parking Facility, nor for any personal injuries or death arising out of any matter relating to the Parking Facility, and in all events, Tenant agrees to look first to its insurance carrier and to require that Tenant’s employees look first to their respective insurance carriers for payment of any losses sustained in connection with any use of the Parking Facility. Tenant hereby waives on behalf of its insurance carriers all rights of subrogation against Landlord or Landlord’s agents, Landlord reserves the right to assign specific parking spaces, and to reserve parking spaces for visitors, small cars, handicapped persons and for other tenants, guests of tenants or other parties, which assignment and reservation or spaces may be relocated as determined by Landlord from time to time, and Tenant and persons designated by Tenant hereunder shall not park in any location designated for such assigned or reserved parking spaces. Tenant acknowledges that the Parking Facility may be closed entirely or in part in order to make repairs or perform maintenance services, or to alter, modify, re-stripe or renovate the Parking Facility, or if required by casualty, strike, condemnation, act of God, governmental law or requirement or other reason beyond the operator’s reasonable control. In such event, Landlord shall refund any prepaid parking fee hereunder, prorated on a per diem basis.

5.If Tenant shall default under this Parking Agreement, the operator shall have the right to remove from the Parking Facility any vehicles hereunder which shall have been involved or shall have been owned or driven by parties involved in causing such default, without liability therefor whatsoever. In addition, if Tenant shall default under this Parking Agreement, Landlord shall have the right to cancel this Parking Agreement on 10 days’ written notice, unless within such 10 day period, Tenant cures such default. If Tenant defaults with respect to the same term or condition under this Parking Agreement more than 3 times during any 12 month period, and Landlord notifies Tenant thereof promptly after each such default, the next default of such term or condition during the succeeding 12 month period, shall, at Landlord’s election, constitute an incurable default. Such cancellation right shall be cumulative and in addition to any other rights or remedies available to Landlord at law or equity, or provided under the Lease (all of which rights and remedies under the Lease are hereby incorporated herein, as though fully set forth). Any default by Tenant under the Lease shall be a default under this Parking Agreement, and any default under this Parking Agreement shall be a default under the Lease.

RULES

(i)The Parking Facility hours shall be 8 A.M. to 6 P.M. on Business Days and 7 A.M. to 1 P.M. on Saturday, however, subject to the provisions set forth herein, Tenant shall have access to the Parking Facility on a 24 hour basis, 7 days a week. Tenant shall not store or permit its employees to store and automobiles in the Parking Facility without the prior written consent of the operator. Except for emergency repairs, Tenant and its employees shall not perform any work on any automobiles while located in the Parking Facility, or on the Property. If it is necessary for Tenant or its employees to leave an automobile in the Parking Facility overnight, Tenant shall provide the operator with prior notice thereof designating the license plate number and model of such automobile.

(ii)Cars must be parked entirely within the stall lines painted on the floor, and only small cars may be parked in areas reserved for small cars.

(iii)All directional signs and arrows must be observed.

(iv)The speed limit shall be 5 miles per hour.

(v)Parking spaces reserved for handicapped persons must be used only be vehicles properly designated.

(vi)Parking is prohibited in all areas not expressly designated for parking, including without limitation:

(a)Areas not striped for parking

(b)aisles

(c)where “no parking” signs are posted

(d)ramps

(e)loading zones

(vii)Parking stickers, key cards or any other devices or forms of identification or entry supplied by the operator shall remain the property of the operator. Such device must be displayed as requested and may not be mutilated in any manner. The serial number of the parking identification device may not be obliterated. Parking passes and devices are not transferable and any pass or device in the possession of an unauthorized holder will be

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void.

(viii)Monthly fees shall be payable in advance prior to the first day of each month. Failure to do so will automatically cancel parking privileges and a change at the prevailing daily parking rate will be due. No deductions or allowances from the monthly rate will be made for days on which the Parking Facility is not used by Tenant or its designees.

(ix)Parking Facility managers or attendants are not authorized to make or allow any exceptions to these Rules.

(x)Every parker is required to park and lock his/her own car.

(xi)Loss or theft of parking pass, identification, key cards or other such devices must be reported to Landlord and to the Parking Facility manager immediately. Any Parking devices reported lost or stolen found on any authorized car will be confiscated and the illegal holder will be subject to prosecution. Lost or stolen passes and devices found by Tenant or its employees must be reported to the office of the Parking Facility immediately.

(xii)Washing, waxing, cleaning or servicing of any vehicle by the customer and/or his agents is prohibited. Parking spaces may be used only for parking automobiles.

(xiii)Tenant agrees to acquaint all persons to whom Tenant assigns a parking space with these Rules.

(6)TENANT ACKNOWLEDGES AND AGREES THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE TO TENANT OR TENANT’S PROPERTY (INCLUDING, WITHOUT LIMITATIONS, ANY LOSS OR DAMAGE TO TENANT’S AUTOMOBILE OR THE CONTENTS THEREOF DUE TO THEFT, VANDALISM OR ACCIDENT) ARISING FROM OR RELATED TO TENANT’S USE OF THE PARKING FACILITY OR EXERCISE OF ANY RIGHTS UNDER THIS PARKING AGREEMENT, WHETHER OR NOT SUCH LOSS OR DAMAGE RESULTS FROM LANDLORD’S ACTIVE NEGLIGENCE OR NEGLIGENT OMISSION. THE LIMITATION ON LANDLORD’S LIABILITY UNDER THE PRECEDING SENTENCE SHALL NOT APPLY HOWEVER TO LOSS OR DAMAGE ARISING DIRECTLY FROM LANDLORD’S WILLFUL MISCONDUCT.

(7)Without limiting the provisions of Paragraph 6 above, Tenant hereby voluntarily releases, discharges, waives and relinquishes any and all actions or causes of action for personal injury or property damage occurring to Tenant arising as a result of parking in the Parking Facility, or any activities incidental thereto, wherever or however the same may occur, and further agrees that Tenant will not prosecute any claim for personal injury or property damage against Landlord or any of its officers, agents, servants or employees for any said causes of action. It is the intention of Tenant by this Instrument, to exempt and relieve Landlord from liability for personal injury or property damage causes by negligence.

(8)The provisions of Section 20 of the Lease are hereby incorporated by reference as if fully recited.

Tenant acknowledges that tenant has read the provisions of this Parking Agreement, has been fully and completely advised of the potential dangers incidental to parking in the Parking Facility and is fully aware of the legal consequences of agreeing to this instrument.

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EXHIBIT H

ASBESTOS NOTIFICATION

This Exhibit is attached to and made a part of the Lease by and between CA-STADIUM TOWERS LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and PREMIER COMMERCIAL BANK, N.A. (“Tenant”) for space in the Building located at 2400 East Katella Avenue, Anaheim, California.

[INTENTIONALLY OMITTED]

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EX-10.14

Exhibit 10.14

FIRST AMENDMENT

THIS FIRST AMENDMENT (the “Amendment”) is made and entered into as of January 31, 2005, by and between CA-STADIUM TOWERS LIMITED PARTNERSHIP, a Delaware limited partnership (“Landlord”) and PREMIER COMMERCIAL BANK, N.A (“Tenant”).

RECITALS

A.Landlord and Tenant are parties to that certain lease dated June 2, 2003 as amended by that certain Commencement Letter dated August 14, 2003 (collectively, the “Lease”). Pursuant to the Lease, Landlord has leased to Tenant space currently containing approximately 4,013 rentable square feet (the “Original Premises”) described as Suite Nos. 450 and 655 on the 4^th and 6^th floors of the building commonly known as Stadium Towers located at 2400 East Katelia Avenue, Anaheim, California (the “Building”).

B.Landlord and Tenant hereby acknowledge and agree that due to a scrivener error that certain Commencement Letter dated August 14, 2003, incorrectly stated the Termination Date as December 31, 2008 instead of November 30, 2008. Therefore, Landlord and Tenant further acknowledge and agree that the Termination Date for the Original Premises is November 30, 2008.

C.Tenant has requested that additional space containing approximately 4,467 rentable square feet described as Suite No. 625 on the 6^th floor of the Building shown on Exhibit A hereto (the “Expansion Space”) be added to the Original Premises and that the Lease be appropriately amended and Landlord is willing to do the same on the following terms and conditions.

NOW, THEREFORE, in consideration of the above recitals which by this reference are Incorporated herein, the mutual covenants and conditions contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

1.Expansion and Effective Date.

1.01.Effective as of January 1, 2006 (the “Expansion Effective Date”), the Premises, as defined in the Lease, is increased from 4,013 rentable square feet on the 4^th and 6^th floors to 8,480 rentable square feet on the 4^th and 6^th floors by the addition of the Expansion Space, and from and after the Expansion Effective Date, the Original Premises and the Expansion Space, collectively, shall be deemed the Premises, as defined in the Lease. The Term for the Expansion Space shall commence on the Expansion Effective Date and end on the Termination Date (i.e. November 30, 2008). The Expansion Space is subject to all the terms and conditions of the Lease except as expressly modified herein and except that Tenant shall not be entitled to receive any allowances, abatements or other financial concessions granted with respect to the Original Premises unless such concessions are expressly provided for herein with respect to the Expansion Space.

1.02.The Expansion Effective Date shall be delayed to the extent that Landlord fails to deliver possession of the Expansion Space for any reason, including but not limited to, holding over by prior occupants. Any such delay in the Expansion Effective Date shall not subject Landlord to any liability for any loss or damage resulting therefrom. If the Expansion Effective Date is delayed, the Termination Date under the Lease shall not be similarly extended.

2.Base Rent. In addition to Tenant’s obligation to pay Base Rent for the Original Premises, Tenant shall pay Landlord Base Rent for the Expansion Space as follows:

Months of Term or Period	Annual Rate Per Square Foot		Monthly Base Rent
1/01/06-11/30/08	$	25.80	$	9,604.05

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All such Base Rent shall be payable by Tenant in accordance with the terms of the Lease.

3.Additional Security Deposit. Upon commencement of this lease transaction by Tenant’s execution hereof, Tenant shall pay Landlord the sum of $10,564.46 which is added to and becomes part of the Security Deposit, if any, held by Landlord as provided under Section 6 of the Lease as security for payment of Rent and the performance of the other terms and conditions of the Lease by Tenant. Accordingly, simultaneous with the execution hereof, the Security Deposit is increased from $7,563.10 to $18,127.56.

4.Tenant’s Pro Rata Share. For the period commencing with the Expansion Effective Date and ending on the Termination Date, Tenant’s Pro Rata Share for the Expansion Space is 1.7499%.

5.Expenses and Taxes. For the period commencing with the Expansion Effective Date and ending on the Termination Date, Tenant shall pay for Tenant’s Pro Rata Share of Expenses and Taxes applicable to the Expansion Space in accordance with the terms of the Lease, provided, however, during such period, the Base Year for the computation of Tenant’s Pro Rata Share of Expenses and Taxes applicable to the Expansion Space is 2006.

6.Improvements to Expansion Space.

6.01.Condition of Expansion Space. Tenant has inspected the Expansion Space and agrees to accept the same “as is” without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements.

6.02.Responsibility for Improvements to Expansion Space. Any construction, alterations of improvements to the Expansion Space shall be governed in all respects by Section 9 of the Lease. In any and all events, the Expansion Effective Date shall not be postponed or delayed if the initial improvements to the Expansion Space are incomplete on the Expansion Effective Date for any reason whatsoever. Any delay in the completion of initial improvements to the Expansion Space shall not subject Landlord to any liability for any loss or damage resulting thereform. Notwithstanding the foregoing, if Tenant completes tenant improvement work to the Premises, Landlord shall install one exit door to the corridor at Landlord’s sole cost and expense.

7.Early Access to Expansion Space. If Tenant is permitted to take possession of the Expansion Space before the Expansion Effective Date, such possession shall be subject to the terms and conditions of the Lease and this Amendment and Tenant shall pay Base Rent and Additional Rent applicable to the Expansion Space to Landlord to each day of possession prior to the Expansion Effective Date. However, except for the cost of services requested by Tenant (e.g. freight elevator usage), Tenant shall not be required to pay Rent for the Expansion Space for any days of possession before the Expansion Effective Date during which Tenant, with the approval of Landlord, is in possession of the Expansion Space for the sole purpose of performing improvements or installing furniture, equipment or other personal property.

8.Other Pertinent Provisions. Landlord and Tenant agree that, effective as of the date of this Amendment (unless different effective date(s) is/are specifically referenced in this Section), the Lease shall be amended in the following additional respects:

8.01.Renewal Option.

A.Grant of Option; Conditions. Tenant shall have the right to extend the Term (the “Renewal Option”) for one additional period of 5 years commencing on the day following the Termination Date of the initial Term and ending on the 5^th anniversary of the Termination Date (the “Renewal Term”), if:

1.Landlord receives notice of exercise (“Initial Renewal Notice”) not less than 9 full calendar months prior to the expiration of the initial Term and not more than 12 full calendar months prior to the expiration of the initial Term; and

2.Tenant is not in default under the Lease beyond any applicable

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cure periods at the time that Tenant delivers its initial Renewal Notice or at the time Tenant delivers its Binding Notice (as defined below); and

3.No part of the Premises is sublet (other than pursuant to a Permitted Transfer, as defined in Section 11 of the Lease) at the time that Tenant delivers its initial Renewal Notice or at the time Tenant delivers its Binding Notice; and

4.The Lease has not been assigned (other than pursuant to a Permitted Transfer, as defined in Section 11 of the Lease) prior to the date that Tenant delivers its initial Renewal Notice or prior to the date Tenant delivers its Binding Notice.

B.Terms Applicable to Premises During Renewal Term.

1.The initial Base Rent rate per rentable square foot for the Premises during the Renewal Term shall equal the Prevailing Market (hereinafter defined) rate per rentable square foot for the Premises. Base Rent during the Renewal Term shall increase, if at all, in accordance with the increases assumed in the determination of Prevailing Market rate. Base Rent attributable to the Premises shall be payable in monthly installments in accordance with the terms and conditions of Section 4 of the Lease.

2.Tenant shall pay Additional Rent (i.e. Taxes and Expenses) for the Premises during the Renewal Term in accordance with Section 4 of the Lease, and the manner and method in which Tenant reimburses Landlord for Tenant’s share of Taxes and Expenses and the Base Year, if any, applicable to such matter, shall be some of the factors considered in determining the Prevailing Market rate for the Renewal Term.

C.Procedure for Determining Prevailing Market.     Within 30 days after receipt of Tenant’s initial Renewal Notice, Landlord shall advise Tenant of the applicable Base Rent rate for the Premises for the Renewal Term. Tenant, within 15 days after the date on which Landlord advises Tenant of the applicable Base Rent rate for the Renewal Term, shall either (i) give Landlord final binding written notice (“Binding Notice”) of Tenant’s exercise of its Renewal Option, or (ii) if Tenant disagrees with Landlord’s determination, provide Landlord with written notice of rejection (the “Rejection Notice”). If Tenant fails to provide Landlord with either a Binding Notice or Rejection Notice within such 15 day period. Tenant’s Renewal Option shall be null and void and of no further force and effect. If Tenant provides Landlord with a Binding Notice, Landlord and Tenant shall enter into the Renewal Amendment (as defined below) upon the terms and conditions set forth herein. If Tenant provides Landlord with a Rejection Notice, Landlord and Tenant shall work together in good faith to agree upon the Prevailing Market rate for the Premises during the Renewal Term. When Landlord and Tenant have agreed upon the Prevailing Market rate for the Premises, such agreement shall be reflected in a written agreement between Landlord and Tenant, whether in a letter or otherwise, and Landlord and Tenant shall enter into the Renewal Amendment in accordance with the terms and conditions hereof. Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon the Prevailing Market rate for the Premises within 30 days after the date Tenant provides Landlord with the Rejection Notice, Tenant’s Renewal Option shall be deemed to be null and void and of no force and effect.

D.Renewal Amendment.     If Tenant is entitled to and property exercises its Renewal Option, Landlord shall prepare an amendment (the “Renewal Amendment”) to reflect changes in the Base Rent, Term, Termination Date and other appropriate terms. The Renewal Amendment shall be sent to Tenant within a reasonable time after Landlord’s receipt of the Binding Notice or other written agreement by Landlord and Tenant

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regarding the Prevailing Market rate, and Tenant shall execute and return the Renewal Amendment to Landlord within 15 days after Tenant’s receipt of same, but, upon final determination of the Prevailing Market rate applicable during the Renewal Term as described herein, an otherwise valid exercise of the Renewal Option shall be fully effective whether or not the Renewal Amendment is executed.

E.Definition of Prevailing Market.     For purposes of this Renewal Option, “Prevailing Market” shall mean the arms length fair market annual rental rate per rentable square foot under renewal leases and amendments entered into on or about the date on which the Prevailing Market is being determined hereunder for space comparable to the Premises in the Building and office buildings comparable to the Building in the Orange/Anaheim, Orange, Central County submarket area marketplace. The determination of Prevailing Market shall take into account any material economic differences between the terms of the Lease and any comparison lease or amendment, such as rent abatements, construction costs and other concessions and the manner, if any, in which the landlord under any such lease is reimbursed for operating expenses and taxes. The determination of Prevailing Market shall also take into consideration any reasonably anticipated changes in the Prevailing Market rate from the time such Prevailing Market rate is being determined and the time such Prevailing Market rate will become effective under the Lease.

F.Subordination.     Notwithstanding anything herein to the contrary, Tenant’s Renewal Option is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof.

8.02.Parking. Effective as of the Expansion Effective Date, Tenant shall lease from Landlord and Landlord shall lease to Tenant an additional 18 non-reserved parking spaces (“Additional Parking Spaces”) in the Parking Facility servicing the Building at $25.00 per Additional Parking Space per month. Notwithstanding the foregoing, and subject to Landlord availability. Tenant may convert up to 5 of the Additional Parking Spaces referenced herein to reserved parking spaces upon prior written notice to Landlord at a charge of $65.00 per reserved parking space per month. Except as modified herein, the use of the Additional Parking Spaces shall be subject to the terms of the Lease.

8.03.Signage. Landlord shall provide and install, at Tenant’s cost, a Suite sign at the Premises and on the directory board of the Building (collectively, “Signage”) using the standard graphics for the Building. Tenant shall not be permitted to install any other signs or other identification without Landlord’s prior written consent. Tenant shall bear the responsibility for all actual costs associated with the Signage, including but not limited to any modifications to the Signage once Landlord has completed the initial listing and installation. Landlord, upon the expiration date or sooner termination of the Lease, shall have the right to remove the Signage at Tenant’s sole cost and expense. In addition, Landlord, at Tenant’s sole cost and expense, shall have the right to remove the Signage if, at any time during the Term: (i) Tenant assigns this Lease (except in connection with a Permitted Transfer), (ii) Tenant sublets the Premises (except in connection with a Permitted Transfer), or (iii) Tenant is in Default under any term or condition of this Lease beyond any applicable notice and cure period.

9.Miscellaneous.

9.01.This Amendment and the attached exhibits, which are hereby incorporated into and made a part of this Amendment, set forth the entire agreement between the parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements. Under no circumstances shall Tenant be entitled to any Rent abatement, improvement allowance, leasehold improvements, or other work to the Premises, or any similar economic incentives that may have been provided Tenant in connection with entering into the Lease, unless specifically set forth in this Amendment. Tenant agrees that neither Tenant nor its agents or any other parties acting on behalf of Tenant shall disclose any matters set forth in this Amendment or disseminate or distribute any

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information concerning the terms, details or conditions hereof to any person, firm or entity without obtaining the express written consent of Landlord.

9.02.Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and effect.

9.03.In the case of any inconsistency between the provisions of the Lease and this Amendment, the provisions of this Amendment shall govern and control.

9.04.Submission of this Amendment by Landlord is not an offer to enter into this Amendment but rather is a solicitation for such an offer by Tenant. Landlord shall not be bound by this Amendment until Landlord has executed and delivered the same to Tenant.

9.05.The capitalized terms used in this Amendment shall have the same definitions as set forth in the Lease to the extent that such capitalized terms are defined therein and not redefined in this Amendment.

9.06.Tenant hereby represents to Landlord that Tenant has dealt with no broker other than Corporate Realty in connection with this Amendment. Tenant agrees to indemnify and hold Landlord, its trustees, members, principals, beneficiaries, partners, officers, directors, employees, mortgagee(s) and agents, and the respective principals and members of any such agents (collectively, the “Landlord Related Parties”) harmless from all claims of any brokers claiming to have represented Tenant in connection with this Amendment. Landlord hereby represents to Tenant that Landlord has dealt with no broker in connection with this Amendment. Landlord agrees to indemnify and hold Tenant, its trustees, members, principals, beneficiaries, partners, officers, directors, employees, and agents, and the respective principals and members of any such agents (collectively, the “Tenant Related Parties”) harmless from all claims of any brokers claiming to have represented Landlord in connection with this Amendment.

Equity Office Properties Management Corp. (“EOPMC”) is an affiliate of Landlord and represents only the Landlord in this transaction. Any assistance rendered by any agent or employee of EOPMC in connection with this Amendment or any subsequent amendment or modification hereto has been or will be made as an accommodation to Tenant solely in furtherance of consummating the transaction on behalf of Landlord, and not as agent for Tenant.

9.07.Each signatory of this Amendment represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting.

[SIGNATURES ARE ON FOLLOWING PAGE]

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IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Amendment as of the day and year first above written.

LANDLORD:
CA-STADIUM TOWERS LIMITED PARTNERSHIP, a Delaware limited partnership
By:EOM GP, L.L.C., a Delaware limited liability company, its general partner
By:Equity Office Management, L.L.C., a Delaware limited liability company, its non- member manager
		By:	/s/ Mark Valentine
		Name:	Mark Valentine
		Title:	Managing Director-Leasing
TENANT:
PREMIER COMMERCIAL BANK, N.A
By:	/s/ Ash Patel
Name:	Ash Patel
Title:	President & COO
By:	/s/ Viktor R. Uehlinger
Name:	Viktor R. Uehlinger
Title:	EVP & CFO

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EXHIBIT A

OUTLINE AND LOCATION OF EXPANSION SPACE

7

EX-21.1

Exhibit 21.1

Subsidiaries of Premier Commercial Bancorp

The following are the subsidiaries of the Registrant. All of the subsidiaries listed below are wholly-owned by the Registrant.

Premier Commercial Bank, N. A., a national banking association

Premier Commercial Bancorp Trust I, a Delaware statutory business trust

Premier Commercial Statutory Trust II, a Connecticut statutory business trust

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in this Registration Statement on Form SB-2 for Premier Commercial Bancorp of our report, dated January 19, 2006, relating to the financial statements of Premier Commercial Bancorp and subsidiary as of December 31, 2005 and 2004 and for each of the years in the two-year period ended December 31, 2005.

We further consent to the reference to our firm under the caption “Experts” in the prospectus which is part of this Registration Statement.

/s/ Vavrinek, Trine, Day & Co., LLP

Laguna Hills, California

April 5, 2006

EX-99.1

Exhibit 99.1

PREMIER COMMERCIAL BANCORP

2400 East Katella Avenue

Anaheim, California 92806

(714) 978-2400

SUBSCRIPTION AGREEMENT

PLEASE READ ALL OF THIS SUBSCRIPTION AGREEMENT BEFORE SIGNING

THIS SUBSCRIPTION AGREEMENT MAY BE REJECTED IN WHOLE OR IN PART BY PREMIER COMMERCIAL BANCORP IN ITS SOLE DISCRETION.

1.Subscription.  The undersigned hereby applies to purchase the following number of shares of no par value common stock (“Common Stock”) of Premier Commercial Bancorp for a cash price of $22.00 per share.

Number of shares subscribed:

Total Purchase Price Enclosed ($22.00 per share):

2.Representations and Warranties.  The undersigned represents and warrants as follows:

(a)he, she or it has received the Prospectus of Premier Commercial Bancorp (the “Company”) dated                    , 2006;

(b)he, she or it is advised that no federal or state agency or regulatory authority has made any recommendation or endorsement of the shares;

(c)he or she is aware that the investment in the shares is not a deposit of Premier Commercial Bank, the Company’s subsidiary and is not insured by the Federal Deposit Insurance Corporation; and

(d)he, she or it is purchasing the shares of Common Stock for his, her or its own account.

3.Payment for Subscription.  The undersigned is enclosing with this Subscription Agreement the amount of the total purchase price for the shares of Common Stock subscribed for, as stated above in Section 1, by a check or bank draft drawn upon a U.S. bank, payable to “Premier Commercial Bank — Premier Commercial Bancorp Stock Account.”  The undersigned recognizes that if his, her or its Subscription Agreement is rejected in whole or if the Offering is terminated, the funds delivered with this Subscription Agreement will be returned with interest actually earned on the funds returned, and that if this Subscription Agreement is rejected in part, the funds delivered herewith, to the extent the undersigned’s subscription is rejected, will be returned with interest actually earned on the funds returned.  Any such return will be made to the undersigned within 30 business days after the earlier of the expiration or termination of the Offering.  Further, if the undersigned’s Subscription Agreement and/or the accompanying payment is received by the Company after                           , 2006, the Company will return the funds submitted to the subscriber without interest.  Please refer to the Prospectus for information on when a payment is deemed received.

4.Signature by Fiduciary.  If the undersigned is purchasing the shares in a fiduciary capacity, the above representations and warranties shall be deemed to have been made on behalf of the person(s) for whom the undersigned is purchasing.

5.Notification of Untrue Statements.  The undersigned agrees to notify the Company immediately if any of the statements made in this Subscription Agreement shall become untrue.

6.Name of Registered Holder.  The shares subscribed to herein shall be registered as indicated on this Subscription Agreement.

THIS SUBSCRIPTION AGREEMENT, ACCOMPANIED BY FULL PAYMENT FOR THE SHARES SUBSCRIBED FOR HEREIN, MUST BE RETURNED TO:

PREMIER COMMERCIAL BANCORP

2400 East Katella Avenue

Anaheim, California 92806

Attention: Viktor Uehlinger

THIS SUBSCRIPTION AGREEMENT AND FULL PAYMENT FOR THE SHARES SUBSCRIBED FOR MUST BE RECEIVED AT THE ABOVE ADDRESS NO LATER THAN 5:00 P.M., PACIFIC TIME, ON                          , 2006.

PLEASE COMPLETE THE FOLLOWING ADDITIONAL INFORMATION (Incomplete Agreements May Result in Processing Delay)

1.REGISTRATION:

Please print the name(s) in which Shares of Common Stock are to be registered. Include trust name(s) if applicable

2.REGISTRATION ADDRESS:  (If Trust or UTMA investment, list the address of the Custodian/Trustee for the Account)

Name
Address
City, State	Zip Code

3.LEGAL FORM OF OWNERSHIP (check one)

o	Individual Ownership	o	Community Property (both parties must sign)
o	Joint Tenant with Right of Survivorship (both parties must sign)
o	Tenants in Common (both parties must sign)	o	Trust (date established)
o	Tenants by the Entirety (both parties must sign)	o	Uniform Transfer to Minor Act, State of

IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement.

Authorized Signature	Date	Authorized Signature	Date
(and title, if a corporation)	(if more than one)

ACCEPTED/REJECTED AS FOLLOWS:

o Accepted o  Rejected o Partially Accepted for only                   Shares.

PREMIER COMMERCIAL BANCORP

	By:
Date		Kenneth J. Cosgrove
		Chairman and Chief Executive Officer

WHITE COPY - COMPANY          PINK COPY - SUBSCRIBER