AMENDMENT NO. 2 TO THE
SOUTHERN CALIFORNIA BANK
EXECUTIVE DEFERRAL PLAN IV
(AMENDED AND RESTATED)
SOUTHERN CALIFORNIA BANK, a California corporation (the "Company") hereby
amends the above-named plan (the "Plan"), effective as of January 1, 1997, as
follows:
1. Section 1.9 of the Plan is amended in its entirety to read as
follows:
"1.9 'Change in Control Event' shall be deemed to have occurred if and
when:
(a) the Holding Company shall consummate a merger or consolidation (a
'Transaction') with another corporation; PROVIDED, HOWEVER, that
a Change of Control shall not be deemed to have occurred with
respect to a Transaction if the beneficial owners of the
outstanding shares entitled to vote in the election of directors
immediately prior to such Transaction will beneficially own more
than sixty percent (60%) of the outstanding shares entitled to
vote in the election of directors of the corporation resulting
from the consummation of the Transaction; or
(b) twenty-five percent (25%) of the Holding Company's securities
then entitled to vote in the election of directors shall be
acquired by any 'person' (as such term is used in Sections 13(d)
of the Securities Exchange Act of 1934, as amended); or
(c) during any period of twenty-four (24) consecutive months,
individuals who at the beginning of such period were members of
the Board of Directors of the Holding Company (the 'Incumbent
Board') shall cease to constitute a majority of the Board of
Directors of the Holding Company or any successor to the Holding
Company, provided that any person becoming a director subsequent
to the beginning of such period whose election or nomination for
election was approved by a vote of at least eighty-five percent
(85%) of the
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directors comprising the Incumbent Board shall be, for purposes
hereof, considered as though such person were a member of the
Incumbent Board; or
(d) the Holding Company or the Company shall sell all, or
substantially all, of its assets to another corporation."
2. Section 3.6(a) of the Plan is amended in its entirety to read as
follows:
"3.6 (a) INTEREST RATE. The interest rate to be used to calculate
installment payment amounts shall be a fixed interest rate that
is determined by averaging the Preferred Rates for the Plan Year
in which installment payments commence and the four (4) preceding
Plan Years. If a Participant has completed fewer than five (5)
Plan Years, this average shall be determined using the Preferred
Rates for the Plan Years during which the Participant
participated in the Plan."
3. Section 7.3 shall be added to the Plan to read as follows:
"7.3 COMMITTEE DISCRETION. For purposes of determining the form of payment
of a Participant's Termination Benefit, the Committee may, in its sole
and absolute discretion, deem a Participant who has experienced a
Termination of Employment prior to the Participant's Retirement as
having terminated employment on account of Retirement. Payment of
such Participant's benefit shall be made in a lump sum, or installment
payments shall commence, no later than 60 days from the date of such
deemed Retirement. The Election Form submitted at least two (2) years
prior to the Participant's deemed Retirement shall govern the payout
of the Retirement Benefit. For example, a Participant who is deemed
Retired in 1998 shall be paid his or her Retirement Benefit in
accordance with the 1996 Election Form. A Participant who has been a
Participant for less than two (2) years shall have his or her
Retirement Benefit paid in accordance with the first Election Form
filed by the Participant. The applicable interest rate to be used in
determining such Participant's Retirement Benefit shall be the
Preferred Rate and the interest rate to be used in determining a
Participant's installment payments shall be the interest rate set
forth in Section 3.6(a)."
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4. Section 11.1 of the Plan is amended by deleting the fourth
sentence of said Section in its entirety.
5. Section 11.3 of the Plan is amended by deleting the second
sentence of said Section in its entirety.
6. Section 11.5 shall be added to the Plan to read as follows:
"11.5 TERMINATION, AMENDMENT OR MODIFICATION AFTER A CHANGE IN CONTROL
EVENT. Notwithstanding any other provision of this Plan, subsequent
to a Change in Control Event, the benefits of a Participant who is
receiving payments under this Plan shall not be affected by a Plan
termination, or any amendment or modification which adversely
affects such Participant's benefits, under Sections 11.1 or 11.2.
The benefits of a Participant who has not yet begun to receive
payments prior to such Change in Control Event shall be paid no
later than 60 days from the date of the Plan termination, or any
amendment or modification which adversely affects such Participant's
benefits either in a lump sum, or if the Participant is eligible to
Retire (or the Committee deems the Participant eligible to Retire)
in accordance with the Election Form filed at least two (2) years
prior to the Plan's termination, amendment or modification."
* * * * *
The Company has caused this Amendment No. 2 to be signed by its duly
authorized officer on Feb. 27, 1997.
"Company"
SOUTHERN CALIFORNIA BANK,
a California corporation
By: /s/ H.A. Beisswenger
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Its: Chr.
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