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                             AMENDED AND RESTATED
                   DIRECTOR DEFERRED COMPENSATION AGREEMENT
                             COAST COMMERCIAL BANK
                                       
This Agreement is entered into this Twenty-first day of May 1997 between Coast
Commercial, a state bank organized under the laws of the State of California
("Bank") and James C. Thompson, a Director of the Bank.

WHEREAS, Bank and Director entered into a Deferred Compensation Agreement dated
November 2, 1992 for the purpose of allowing the Director to defer a portion of
Director's compensation and provide certain additional benefits and

WHEREAS, the Bank and the Director now desire to clarify the provisions of that
agreement relating to the effect of a Director's material misstatement of fact
on a life insurance policy and

WHEREAS, the Bank and the Director desire to adopt claims and review procedures
as called for in Part 5 of the Employee Retirement Income Security Act, as
amended, and

WHEREAS, the Director has contributed to the success and profitability of the
Bank and the Bank wishes to provide additional incentive for the Director to
continue such contribution; and

WHEREAS, the Bank and the Director desire to set forth their agreement as to
deferring a portion of Director's compensation as a deferred compensation plan
and to provide Director certain additional benefits in the case of Director's
death while serving as a Director of the Bank,

NOW THEREFORE, in consideration of the mutual agreements contained herein, Bank
and Director agree to amend and restate their agreement as follows:

1.   Director agrees to a reduction of the current payment of compensation by
such amount annually as shall be elected by Director in a signed writing
delivered to the Bank prior to January 1 of the year to which the election
applies, and to defer receipt of such amount until paid to him pursuant to
later provisions of this Agreement.

Compensation reductions under this Agreement shall cease at the end of the
month in which Director attains age sixty-five (65) even if Director is still
serving as a Director at that time.

2.   The Bank will record amounts deferred pursuant to Section 1 in a separate
account ("Account") on the books by the Bank.

3.   (a)  Until all amounts held in the Account are fully paid out pursuant to
later provisions of this Agreement, the Bank will credit interest to the
Account at a rate, except as set forth in section 3(b), determined by a
resolution of the Board of Directors not less than annually.

     Interest will be credited each calendar year at the market yield for the
United States Treasury Bond maturing in ten years on the last business day of
the preceding calendar year plus 1%. Interest on amounts held in the Account
will be compounded daily compatible with the Bank's formula for interest
calculation.



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4.   The Account will be segregated from other assets owned by the Bank only by
way of its identification on the books and records of the Bank as a liability
of the Bank to Director, and will be subject to the claims of general creditors
of the Bank.

5.   Amounts held in the Account will be payable to Director or his beneficiary
upon the first to occur of the following events:

     (i)    Termination of Director service as a Director of the Bank; or
     
     (ii)   Attainment of age sixty-five (65); or
     
     (iii)  Termination of this Agreement pursuant to section 16.

6.   Upon the occurrence of an event described in section 5 the Bank will pay to
Director or his beneficiary pursuant to section 7 amounts held in the Account.

However, if Director dies prior to termination of his service with the Bank and
prior to attainment of age sixty-five (65), then, if Director's Projected
Benefit exceeds the amount held in the Account, the amount payable to
Director's beneficiary shall be the Projected Benefit.

Projected Benefit means the amount that would have been deemed credited to the
Account as of the first day of the month during which Director would have
attained age sixty-five (65).  The Projected Benefit shall be determined solely
by the Bank which may from time to time modify the Projected Benefit.

                         CLAIMS AND REVIEW PROCEDURES
                                       
6.1  Claims Procedure.  The Company shall notify the Director's beneficiary in
writing, within ninety (90) days of his or her written application for
benefits, of his or her eligibility or noneligibility for benefits under the
Agreement.  If the Company determines that the beneficiary is not eligible for
benefits or full benefits, the notice shall set forth (1) the specific reasons
for such denial, (2) a specific reference to the provisions of the Agreement on
which the denial is based, (3) a description of any additional information or
material necessary for the claimant to perfect his or her claim, and a
description of why it is needed, and (4) an explanation of the Agreement's
claims review procedure and other appropriate information as to the steps to be
taken if the beneficiary wishes to have the claim reviewed.  If the Company
determines that there are special circumstances requiring additional time to
make a decision, the Company shall notify the beneficiary of the special
circumstances and the date by which a decision is expected to be made, and may
extend the time for up to an additional ninety-day period.

6.2  Review Procedure.  If the beneficiary is determined by the Company not to
be eligible for benefits, or if the beneficiary believes that he or she is
entitled to greater or different benefits, the beneficiary shall have the
opportunity to have such claim reviewed by the Company by filing a petition for
review with the Company within sixty (60) days after receipt of the notice
issued by the Company.  Said petition shall state the specific reasons which
the beneficiary believes entitle him or her to benefits or to greater or
different benefits.  Within sixty (60) days after receipt by the Company of the
petition, the Company shall afford the beneficiary (and counsel, if any) an
opportunity to present his or her position to the Company orally or in writing,
and the beneficiary (or counsel) shall have the right to review the pertinent
documents.  The Company shall notify the beneficiary of its decision in writing
within the sixty-day period, stating specifically the basis 



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of its decision, written in a manner calculated to be understood by the 
beneficiary and the specific provisions of the Agreement on which the 
decision is based.  If, because of the need for a hearing, the sixty-day 
period is not sufficient, the decision may be deferred for up to another 
sixty-day period at the election of the Company, but notice of this deferral 
shall be given to the beneficiary.

7.(a)  Amounts payable to Director upon the occurrence of an event described in
section 5 shall be paid promptly to Director or his beneficiary in one oft the
following methods, as elected by Director in a signed writing delivered to the
Bank prior to the occurrence of the event:

     
     (i)    In a lump sum; or
     
     (ii)   In substantially equal monthly, quarterly or annual installments 
            over a five (5) year period; or
     
     (iii)  In substantially equal monthly, quarterly or annual installments
            over a ten (10) year period.
     
     (iv)   In substantially equal monthly, quarterly or annual installments 
            over a fifteen (15) year period.

7.(b)  If Director has not elected a method of payment in the manner set forth
in the preceding section 7(a) prior to the occurrence of an event described in
section 5, then the Bank, in its sole discretion, will select the method of
payment from among those set forth in section 7(a).

7.(c)  If Director's service with the Bank is terminated prior to attaining age
sixty-five (65) due to disability or retirement, Director may request the Bank,
in a signed writing delivered to the Bank prior to Director's termination, not
to pay any amounts otherwise payable to Director until Director attains age
sixty-five (65) or Director dies prior to attaining age sixty-five (65).  The
Bank, in its sole discretion shall elect whether or not to grant such a
request.

8.  After attaining age sixty (60) or five (5) years of service with the Bank,
Director may request in a signed writing delivered to the Bank, that the Bank
pay a hardship distribution to Director from amounts held in the Account.
Hardship means an unforeseen event or situation that creates an extraordinary
financial need that cannot reasonably be met by other resources of the
Director.  The Bank shall elect in its sole discretion whether or not to grant
such request.

9.  Amounts paid to Director or his beneficiary pursuant to this Agreement will
be subject to taxes and charges to the extent required by law.

10.  Any amount payable to Director's beneficiary pursuant to this Agreement
will be paid to the beneficiary designated by Director in a signed writing
delivered to the Bank.  Director has the right to change his beneficiary
designation by delivering to the Bank a subsequent signed writing.  If Director
does not designate a beneficiary in the manner described in this section, or if
the designated beneficiary has predeceased Director, then amounts payable
hereunder will be payable first to Director's surviving spouse.  If Director
has no surviving spouse, amounts will then be payable to Director's estate.

No one other than the Director shall have any right to designate a beneficiary.



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11.  The Bank will acquire an insurance policy on the life of Director.  The
Bank will be the owner and beneficiary of the policy.  Director will have no
interest in or right to the policy.

12.  Director hereby agrees that he has answered, or will answer, truthfully
and completely, any question or request for information in connection with the
issuance of any insurance policy on his life for the purpose of assisting the
Bank in meeting its obligations under this Agreement.  Not withstanding
anything to the contrary, if the issuing life insurance company refuses to pay
a claim as a result of a material misrepresentation or other act by Director,
the total amounts payable under this Agreement shall be limited to the Account
balance on the day before the Director's death.  Said limited amounts shall be
paid in the same fashion as would have occurred had the misrepresentation or
act not occurred.

13.  The right to receive payments under this Agreement shall not be assigned
or encumbered, or subject to anticipation, garnishment, attachment, or any
other legal process of creditors of Director or any designated beneficiary.  If
Director or a designated beneficiary attempts to assign such right the Bank, in
its sole discretion, may suspend, reduce or terminate any or all rights created
by this Agreement as to Director or the designated beneficiary attempting said
assignment.

14.  Director status as a member of the Board of Directors of the Bank shall be
subject to termination at any time and to the same extent as if this Agreement
had not been executed.

The Bank does not assure or guarantee the tax consequences of payments provided
hereunder or matters beyond its control, and Director certifies that his
decision to reduce and defer receipt of compensation is not due to any reliance
upon financial, tax or legal advice given by the Bank or any of its employees.

15.  This Agreement may be amended at any time by the Bank in writing.
However, no amendment may be made which will reduce amounts payable to Director
or his designated beneficiary without such person's written consent.

16.  This Agreement may be terminated by the Bank upon 180 days advance written
notice to Director.

17.  This Agreement constitutes the entire agreement between the Bank and
Director as to the subject matter hereof.  No rights are granted to Director by
virtue of this Agreement other than those specifically set forth herein.

This Agreement shall be binding upon Director and the Bank, the successors and
assigns of the Bank, and the beneficiaries, heirs and legal representatives of
Director.

18.  This Agreement shall be interpreted according to the laws of the State of
California.



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IN WITNESS WHEREOF, the parties hereof have entered into this Agreement as of
the date first above written.

          BANK                                     DIRECTOR


     By /s/ Sandra Anderson                 /s/  James C. Thompson
        -----------------------                  -----------------
        Its Corporate Secretary



























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