Exhibit 10.8


 


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 lst day of April, 2004, by and between PREMIER
COMMERCIAL BANK, NATIONAL ASSOCIATION, a nationally-chartered commercial bank
located in Anaheim, California (the “Company”), and KENNETH J. COSGROVE (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 $75,000 (Seventy-Five 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.


 


2.2                                 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 at the rate of
approximately eleven percent (11.11%) 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

  	
   

  	
  11

  	
   

  
	
  2

  	
   

  	
  22

  	
   

  
	
  3

  	
   

  	
  33

  	
   

  
	
  4

  	
   

  	
  44

  	
   

  
	
  5

  	
   

  	
  55

  	
   

  
	
  6

  	
   

  	
  66

  	
   

  
	
  7

  	
   

  	
  77

  	
   

  
	
  8

  	
   

  	
  88

  	
   

  
	
  9

  	
   

  	
  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 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/
  Kenneth J. Cosgrove

  	
   

  	
  By

  	
  /s/ Gene Hatz

  	
   

  
	
  Kenneth
  J. Cosgrove

  	
   

  	
   

  	
  Gene Hatz

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title 

  	
  Vice
  Chairman

  	
   

  
							



 


9

















 


BENEFICIARY DESIGNATION FORM


 


I,
Kenneth J, Cosgrove, designate the following as beneficiary of benefits
under the Agreement payable following my death:


 


	
  Primary:  Kenneth &
  Carolyn Cosgrove, Trusteees of the Kenneth & Carolyn Cosgrove Revocable
  Trust, initially created April 25, 1991.

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
  %

  
	
  Contingent:  Marissa Dee Cosgrove

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
  %

  



 


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 priminay 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:

  	
  Kenneth J. Cosgrove

  	
   

  
	
   

  	
   

  	
  Date :

  	
  Aug 21, 2004

  	
   

  
	
  Signature:

  	
  /s/ Kenneth J. Cosgrove

  	
   

  
							



 


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


 


Kenneth J. Cosgrove


 


	
  DOB: 6/11/1947

  Plan Anniv Date: 1/1/2005

  	
   

  	
  Early Involuntary Termination

  	
   

  	
  Disability

  	
   

  	
  Change of Control

  	
   

  
	
  Normal Retirement: 7/7/2012, Age 65

  Payment: Monthly Installment

  	
   

  	
  Lump Sum

  Payable Immediately

  	
   

  	
  Lump Sum

  Payable Immediately

  	
   

  	
  Installment

  Payable at 65

  	
   

  
	
  Period

  	
   

  	
  Discount

  	
   

  	
  Benefit

  Level

  	
   

  	
  Accrual

  Balance

  	
   

  	
  Vesting

  	
   

  	
  Based On

  Accrual

  	
   

  	
  Vesting

  	
   

  	
  Based On

  Accrual

  	
   

  	
  Vesting

  	
   

  	
  Based On

  Benefit

  	
   

  
	
  Ending

  	
   

  	
  Rate

  	
   

  	
  (1)

  	
   

  	
  (2)

  	
   

  	
  (3)

  	
   

  	
  (4)

  	
   

  	
  (5)

  	
   

  	
  (6)

  	
   

  	
  (7)

  	
   

  	
  (8)

  	
   

  
	
  Dec 2004 (1)

  	
   

  	
  6.5

  	
  %

  	
  75,000

  	
   

  	
  50,550

  	
   

  	
  11.11

  	
  %

  	
  5,616

  	
   

  	
  100

  	
  %

  	
  50,550

  	
   

  	
  100

  	
  %

  	
  75,000

  	
   

  



 


(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.


 

















 


Plan Year Reporting


CLARKCONSULTING


Hypothetical Termination Benefits
Schedule


Kenneth J. Cosgrove


 


	
  DOB: 6/11/1947

  Plan Anniv Date: 1/1/2005

  	
   

  	
  Early Involuntary Termination

  	
   

  	
  Disability

  	
   

  	
  Change of Control

  	
   

  
	
  Normal Retirement: 7/7/2012, Age 65

  Payment: Monthly Installment

  	
   

  	
  Lump Sum

  Payable Immediately

  	
   

  	
  Lump Sum

  Payable Immediately

  	
   

  	
  Installment

  Payable at 65

  	
   

  
	
  Period

  	
   

  	
  Discount

  	
   

  	
  Benefit

  Level

  	
   

  	
  Accrual

  Balance

  	
   

  	
  Vesting

  	
   

  	
  Based On

  Accrual

  	
   

  	
  Vesting

  	
   

  	
  Based On

  Accrual

  	
   

  	
  Vesting

  	
   

  	
  Based On

  Benefit

  	
   

  
	
  Ending

  	
   

  	
  Rate

  	
   

  	
  (1)

  	
   

  	
  (2)

  	
   

  	
  (3)

  	
   

  	
  (4)

  	
   

  	
  (5)

  	
   

  	
  (6)

  	
   

  	
  (7)

  	
   

  	
  (8)

  	
   

  
	
  Dec 2004 (1)

  	
   

  	
  6.5

  	
  %

  	
  75,000

  	
   

  	
  50,550

  	
   

  	
  11.11

  	
  %

  	
  5,616

  	
   

  	
  100

  	
  %

  	
  50,550

  	
   

  	
  100

  	
  %

  	
  75,000

  	
   

  
	
  Dec 2005

  	
   

  	
  6.5

  	
  %

  	
  75,000

  	
   

  	
  121,889

  	
   

  	
  22.22

  	
  %

  	
  27,084

  	
   

  	
  100

  	
  %

  	
  121,889

  	
   

  	
  100

  	
  %

  	
  75,000

  	
   

  
	
  Dec 2006

  	
   

  	
  6.5

  	
  %

  	
  75,000

  	
   

  	
  198,006

  	
   

  	
  33.33

  	
  %

  	
  65,995

  	
   

  	
  100

  	
  %

  	
  198,006

  	
   

  	
  100

  	
  %

  	
  75,000

  	
   

  
	
  Dec 2007

  	
   

  	
  6.5

  	
  %

  	
  75,000

  	
   

  	
  279,220

  	
   

  	
  44.44

  	
  %

  	
  124,085

  	
   

  	
  100

  	
  %

  	
  279,220

  	
   

  	
  100

  	
  %

  	
  75,000

  	
   

  
	
  Dec 2008

  	
   

  	
  6.5

  	
  %

  	
  75,000

  	
   

  	
  365,874

  	
   

  	
  55.55

  	
  %

  	
  203,243

  	
   

  	
  100

  	
  %

  	
  365,874

  	
   

  	
  100

  	
  %

  	
  75,000

  	
   

  
	
  Dec 2009

  	
   

  	
  6.5

  	
  %

  	
  75,000

  	
   

  	
  458,331

  	
   

  	
  66.66

  	
  %

  	
  305,523

  	
   

  	
  100

  	
  %

  	
  458,331

  	
   

  	
  100

  	
  %

  	
  75,000

  	
   

  
	
  Dec 2010

  	
   

  	
  6.5

  	
  %

  	
  75,000

  	
   

  	
  556,980

  	
   

  	
  77.77

  	
  %

  	
  433,163

  	
   

  	
  100

  	
  %

  	
  556,980

  	
   

  	
  100

  	
  %

  	
  75,000

  	
   

  
	
  Dec 2011

  	
   

  	
  6.5

  	
  %

  	
  75,000

  	
   

  	
  662,235

  	
   

  	
  88.88

  	
  %

  	
  588,595

  	
   

  	
  100

  	
  %

  	
  662,235

  	
   

  	
  100

  	
  %

  	
  75,000

  	
   

  
	
  June 2012

  	
   

  	
  6.5

  	
  %

  	
  75,000

  	
   

  	
  717,478

  	
   

  	
  100

  	
  %

  	
  717,478

  	
   

  	
  100

  	
  %

  	
  717,478

  	
   

  	
  100

  	
  %

  	
  75,000

  	
   

  



 


June 11,
2012 Retirement; July 31, 2012 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.


 

















 


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 KENNETH J. COSGROVE (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 $717,478 (Seven Hundred Seventeen Thousand Four Hundred
Seventy-Eight 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.


 


2

















 


3.3                                 Imputed Income. The Company shall impute the economic benefit to the Executive on an annual
basis.


 


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 lime 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


 


3

















 


determination on review.


 


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.


 


8.4                                 Reorganization. The Company shall not merge or consolidate
into or with another


 


5

















 


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/ Kenneth J. Cosgrove

  	
   

  	
  By

  	
  /s/ Gene Hatz

  
	
  Kenneth J. Cosgrove

  	
   

  	
   

  	
  Gene Hatz

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title 

  	
  Vice Chairman

  	
   

  
						



 


6

















 


PREMIER
COMMERCIAL BANK, NATIONAL ASSOCIATION

Split Dollar Agreement

BENEFICIARY DESIGNATION FORM


 


I, Kenneth J. Cosgrove, designate the following as beneficiary
of benefits under the Agreement payable following my death:


 


	
  Primary: Kenneth
  & Carolyn Cosgrove, Trustees of the Kenneth & Carolyn Cosgrove Revocable
  Trust initially created April 25, 1991.

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Contingent:  Marissa Dee Cosgrove

  	
   

  	
  100

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  %

  



 


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 :

  	
  Kenneth J. Cosgrove

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Date : 

  	
  Aug 24, 2004

  
	
  Signature:

  	
  /s/ Kenneth J. Cosgrove

  	
   

  	
   

  



 


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 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:

  	
  Gene Hatz

  	
   

  	
  By:

  	
  Ashok R. Patel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Vice Chairman

  	
   

  	
  Title: 

  	
  President

  	
   

  
								



 


1

















 


Schedule Page

Policy(ies) Subject to Policy
Endorsement


 


	
  Policy Number

  	
   

  	
  Insured

  
	
   

  	
   

  	
  Kenneth
  J. Cosgrove

  
	
   

  	
   

  	
   

  



 


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:

  	
  Gene Hatz

  	
   

  	
  By:

  	
  Ashok R. Patel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Vice Chairman

  	
   

  	
  Title: 

  	
  President

  	
   

  
								



 


1

















 


Schedule Page

Policy(ies) Subject to Policy
Endorsement


 


	
  Policy Number

  	
   

  	
  Insured

  
	
   

  	
   

  	
  Kenneth
  J. Cosgrove

  
	
   

  	
   

  	
   

  



 


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/ Gene Hatz

  	
   

  	
  By:

  	
  /s/ Ashok R. Patel

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title: 

  	
  Vice Chairman

  	
   

  	
  Title: 

  	
  President

  	
   

  
								



 


1

















 


Schedule Page

Policy(ies) Subject to Policy
Endorsement


 


	
  Policy Number

  	
   

  	
  Insured

  
	
   

  	
   

  	
  Kenneth
  J. Cosgrove

  
	
   

  	
   

  	
   

  



 


2