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 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 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 (65th) 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


 


2.1           Normal 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
Dollars).


 


2

















 


2.1.2        Payment 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.


 


2.7           Early 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.


 


2.2.1        Amount 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

  	
   

  






 


2.2.2        Payment of Benefit. The
Company shall pay the benefit to the Executive in a lump sum within ninety (90)
days following the Termination of Employment.


 


2.3           Early Voluntary Termination Benefit. There is no Early Voluntary Termination
Benefit under this Agreement.


 


2.4           Disability 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.


 


2.4.1        Amount 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.


 


2.4.2        Payment 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

















 


2.5           Change 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.


 


2.5.1        Amount 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.


 


2.5.2        Payment 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


 


4.1           Termination 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.


 


4.2           Suicide 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.


 


4-3           Excess 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.


 


4.4           Risk 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


 


5.1           Claims 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:


 


5.1.1        Initiation – Written Claim. The claimant initiates a claim by submitting to the Plan
Administrator a written claim for the benefits.


 


5.1.2        Timing 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.


 


5.1.3        Notice 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.


 


5.2           Review 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:


 


5.2.1        Initiation – 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.


 


5.2.2        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 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.


 


5.2.3        Considerations 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.


 


5.2.5        Notice 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


 


7.1           Plan 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.


 


7.2           Agents. 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.


 


7.3           Binding 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.


 


7.4           Indemnity 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.


 


7.5           Company 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.


 


7.6           Annual 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


 


8.1           Binding Effect. This Agreement shall bind the Executive and
the Company, and their beneficiaries, survivors, executors, successors,
administrators and transferees.


 


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           Non-Transferability.
Benefits under this Agreement cannot be sold, transferred, assigned, pledged,
attached or encumbered in any manner.


 


8.4           Tax
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).


 


8.5           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.


 


8.6           Unfunded
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.


 


8.7           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 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.


 


8.8           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.


 


8.9           Interpretation.
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

















 


8.10         Alternative 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.


 


8.11         Headings. Article and section headings are for convenient reference only and
shall not control or affect the meaning or construction of any of its
provisions.


 


8.12         Validity. 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.


 


8.13         Notice. 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 1st 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


 


2.1     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.


 


2.2.1     Death 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.


 


2.2.2     Death 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.


 


2.2.3     Death 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

















 


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:

  	
   

  	
   

  



 

















 


8.4     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/ Viktor R. Uehlinger

  	
   

  	
  By

  	
  /s/
  Ken J. Cosgrove

  	
   

  
	
  Viktor R. Uehlinger

  	
   

  	
  Ken J. Cosgrove

  
	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
  Chief Executive Officer/ Chairman

  	
   

  
							



 


6

















 


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

  	
   

  
								



 


1

















 


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

  	
   

  
								



 


1

















 


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

  	
   

  
								



 


1

















 


Schedule Page

Policy(ies) Subject to Policy Endorsement


 


	
  Policy Number

  	
   

  	
  Insured

  
	
   

  	
   

  	
  Viktor
  R. Uehlinger

  



 


2