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


 


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).


 


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.


 


2.2           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 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.


 


2.4.2        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 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.


 


2.2.1  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

















 


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