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                                 LIFE INSURANCE

                      ENDORSEMENT METHOD SPLIT DOLLAR PLAN

                                    AGREEMENT

Insurer/Policy Number: U200000564          Union Central Life Insurance Company:
                       0600089821          Southland Life Insurance Company

Bank:  Coast Bancorp and Coast Commercial Bank

Insured: David Heald

Relationship of Insured to Bank: Executive Officer

Date: October 1, 1999

The respective rights and duties of the Bank and the Insured in the above
policy(ies) (the "Policy") shall be as follows:

I.       DEFINITIONS

         Refer to the Policy provisions for the definition of all terms in this
         Agreement.

II.      POLICY TITLE AND OWNERSHIP

         Title and ownership shall reside in the Bank for its use and for the
         use of the Insured all in accordance with this Agreement. The Bank
         alone may, to the extent of its interest, exercise the right to borrow
         or withdraw the Policy cash values. Where the Bank and the Insured (or
         beneficiary[ies] or assignee[s], with the consent of the Insured)
         mutually agree to exercise the right to increase the coverage under the
         subject split dollar Policy, then in such event, the rights, duties and
         benefits of the parties to such increased coverage shall continue to be
         subject to the terms of this Agreement.

III.     BENEFICIARY DESIGNATION RIGHTS

         The insured (or beneficiary[ies] or assignee[s] shall have the right
         and power to designate a beneficiary or beneficiaries to receive his
         share of the proceeds payable upon the death of the Insured, and to
         elect and change a payment option for such beneficiary, subject to any
         right or interest the Bank may have in such proceeds, as provided in
         this Agreement.

IV.      PREMIUM PAYMENT METHOD

         The Bank shall pay an amount equal to the planned premiums and any
         other premium payments that might become necessary to maintain the
         Policy in force.


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V.       TAXABLE BENEFIT

         Annually the Insured will receive a taxable benefit equal to the
         assumed cost of insurance as required by the Internal Revenue Service.
         The Bank (or its administrator) will report to the Executive the amount
         of imputed income received each year on Form W-2 or its equivalent.

VI.      DIVISION OF DEATH PROCEEDS

         Subject to Paragraph VII herein, the division of the death proceeds of
         the Policy is as follows:

         A.       The Insured's beneficiary(ies), designated in accordance with
                  Paragraph III, shall be entitled to $1,000,000 if the Insured
                  dies before attaining age seventy (70) and $750,000 if the
                  Insured dies at age seventy (70) or after.

         B.       The Bank and the Insured (or beneficiary[ies] or assignee[s]
                  shall share in any interest due on the death proceeds on a pro
                  rata basis in the ratio that the proceeds due the Bank and the
                  Insured, respectively, bears to the total proceeds, excluding
                  any such interest.

VII.     DIVISION OF CASH SURRENDER VALUE

         The Bank shall at all times be entitled to an amount equal to the
         Policy's cash value, as that term is defined in the Policy, less any
         Policy loans and unpaid interest or cash withdrawals previously
         incurred by the Bank and any applicable Policy surrender charges. Such
         cash value shall be determined as of the date of surrender of the
         Policy or death of the Insured as the case may be.

VIII.    PREMIUM WAIVER

         If the Policy contains a premium waiver provision, any such waived
         amounts shall be considered for all purposes of this Agreement as
         having been paid by the Bank.

IX.      RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR ANNUITY ELECTION EXISTS

         In the event the Policy involves an endowment or annuity element, the
         Bank's right and interest in any endowment proceeds or annuity benefits
         shall be determined under the provisions of this Agreement by regarding
         such endowment proceeds or the commuted value of such annuity benefits
         as the Policy's cash value. Such endowment proceeds or annuity benefits
         shall be treated like death proceeds for the purposes of division under
         this Agreement.


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X.       TERMINATION OF AGREEMENT

         This Agreement shall terminate at the option of the Bank following
         thirty (30) days written notice to the Insured upon the happening of
         any one of the following:

         1.       The Insured's right to receive benefits under that certain
                  Executive Salary Continuation Agreement effective as of July
                  23, 1999 shall terminate for any reason other than the
                  Insured's death, or


         2.       The Insured shall be discharged from service with the Bank for
                  cause. The term "for cause" shall mean:

                  a.       A termination "for cause" as this term may be defined
                           in any written employment agreement entered into by
                           and between the Bank and the Insured or

                  b.       Any act of personal dishonesty, willful misconduct,
                           embezzlement, fraud, intentional failure to comply
                           with the Bank's policies or the willful violation of
                           any banking law, rule or regulation.


         Except as provided above, this Agreement shall terminate upon
         distribution of the death benefit proceeds in accordance with Paragraph
         VI above.

XI.      INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS

         The Insured may not, without the prior written consent of the Bank,
         assign to any individual, trust or other organization, any right, title
         or interest in the Policy nor any rights, options, privileges or duties
         created under this Agreement.

XII.     AGREEMENT BINDING UPON THE PARTIES

         This Agreement shall be binding upon the Insured and the Bank, and
         their respective heirs, successors, personal representatives and
         assigns, as applicable.

XIII.    NAMED FIDUCIARY AND PLAN ADMINISTRATOR

         The Bank is hereby designated the "Named Fiduciary" until resignation
         or removal by its Board of Directors. As Named Fiduciary, the Bank
         shall be responsible for the management, control and administration of
         this Agreement as established herein. The Named Fiduciary may allocate
         to others certain aspects of the management and operational
         responsibilities of this Agreement, including the employment of
         advisors and the delegation of any ministerial duties to qualified
         individuals.

XIV.     FUNDING POLICY


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         The funding Policy for this Agreement shall be to maintain the Policy
         in force by paying, when due, all premiums required.

XV.      CLAIM PROCEDURES

         Claim forms or claim information as to the subject Policy can be
         obtained by contacting The Benefit Marketing Group, Inc. ((770)
         952-1529). When the Named Fiduciary has a claim which may be covered
         under the provisions described in the Policy, it should contact the
         office named above, and they will either complete a claim form and
         forward it to an authorized representative of the Insurer or advise the
         named Fiduciary what further requirements are necessary. The Insurer
         will evaluate and make a decision as to payment. If the claim is
         payable, a benefit check will be issued to the Named Fiduciary.

         In the event that a claim is not eligible under the Policy, the Insurer
         will notify the Named Fiduciary of the denial pursuant to the
         requirements under the terms of the Policy. If the Named Fiduciary is
         dissatisfied with the denial of the claim and wishes to contest such
         claim denial, it should contact the office named above and they will
         assist in making inquiry to the Insurer. All objections to the
         Insurer's actions should be in writing and submitted to the office
         named above for transmittal to the Insurer.

XVI.     GENDER

         Whenever in this Agreement words are used in the masculine or neuter
         gender, they shall be read and construed as in the masculine, feminine
         or neuter gender, whenever they should so apply.

XVII.    INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT

         The Insurer shall not be deemed a party to this Agreement, but will
         respect the rights of the parties as set forth herein upon receiving an
         executed copy of this Agreement. Payment or other performance in
         accordance with the Policy provisions shall fully discharge the Insurer
         from any and all liability.

IN WITNESS WHEREOF, the Insured and a duly authorized Bank officer have signed
this Agreement as of the above written date.

COAST BANCORP                               INSURED



By: /s/ BRUCE H. KENDALL                    /s/ DAVID V. HEALD
  --------------------------------          ------------------------------
                                            David V. Heald

Its: Senior Vice President & CFO
   -------------------------------


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COAST COMMERCIAL BANK


By: /s/ BRUCE H. KENDALL
  --------------------------------

Its: Senior Vice President & CFO
    ------------------------------




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