** **

**Exhibit 10.15**

** **

**MERCANTILE NATIONAL BANK**

**DEFERRED COMPENSATION PLAN**

 

ThisDeferred Compensation Plan (the “**Plan**”)of Mercantile National Bank, a national banking institution organized andexisting under the laws of the United States (the “**Bank**”) documents a deferred compensation plan approved by theBoard by resolution dated October 30, 2000 (the “**Effective Date**”).

Thepurpose of this Plan is to provide specified benefits to a select group ofmanagement or highly compensated employees who contribute materially to thecontinued growth, development and future business success of the Bank.  This Plan shall be unfunded for tax purposesand for purposes of Title I of the Employee Retirement Income Security Act of1974 (“**ERISA**”), as amended fromtime to time.

# **Article 1**Definitions

Wheneverused in this Plan, the following words and phrases shall have the meaningsspecified:

## 1.1           “**Beneficiary**” means each designated person, or theestate of a deceased Participant, entitled to benefits, if any, upon the deathof a Participant determined pursuant to Article 7.

## 1.2           “**Board**” means the Board of Directors of theBank as from time to time constituted.

## 1.3           “**Beneficiary Designation Form**” means the form established from time totime by the Plan Administrator that a Participant completes, signs and returnsto the Plan Administrator to designate one or more beneficiaries.

## 1.4           “**Code**” means the Internal Revenue Code of1986, as amended.

## 1.5           “**Compensation**” means the salary and bonus that wouldbe paid to a Participant during a Plan Year by Bank, the parent of Bank and anaffiliate of Bank, absent deferrals, less FICA taxes associated with suchsalary and bonus.

## 1.6           “**Deferral Account**” means the Bank’s accounting of aParticipant’s accumulated Deferrals, plus accretions to such accumulatedDeferrals.

## 1.7           “**Deferrals**” means the amount of a Participant’sCompensation which the Participant elects to defer according to this Plan.

## 1.8           “**Election Form**” means the form established from time totime by the Plan Administrator that a Participant completes, signs and returnsto the Plan Administrator to make an election under the Plan.

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## 1.9           “**Distribution Date**” means the date which is 90 days after aParticipant’s Termination of Employment.

## 1.10         “**Participant**” shall mean any employee (i) who isselected to participate in the Plan, (ii) who elects to participate in thePlan, (iii) who signs a Participation Agreement, an Election Form and aBeneficiary Designation Form, (iv) whose signed Participation Agreement,Election Form and Beneficiary Designation Form are accepted by the PlanAdministrator, (v) who commences participation in the Plan, and(vi) whose Participation Agreement has not terminated.

## 1.11         “**Participation Agreement**” shall mean a written agreement, as maybe amended from time to time, which is entered into by and between the Bank anda Participant.  Each ParticipationAgreement executed by a Participant and the Bank shall provide for the entirebenefit to which such Participant is entitled under the Plan; should there bemore than one Participation Agreement, the Participation Agreement bearing thelatest date of acceptance by the Bank shall supersede all previousParticipation Agreements in their entirety and shall govern such entitlement.

## 1.12         “**Plan Administrator**” means the plan administrator describedin Article 9.

## 1.13         “**Plan Year**” means a calendar year except that theinitial Plan Year shall commence on the Effective Date of this Plan.

## 1.14         “**Termination of Employment**” means that the Participant ceases to beemployed by the Bank for any reason, voluntary or involuntary, other than byreason of a leave of absence approved by the Bank.

# **Article 2**Selection, Enrollment and Eligibility

## 2.1           Selectionby Plan Administrator.  Participationin the Plan shall be limited to a select group of management and highlycompensated employees of the Bank, as determined by the Plan Administrator inits sole discretion.  From that group,the Plan Administrator shall select, in its sole discretion, employees toparticipate in the Plan.

## 2.2           EnrollmentRequirements.  As a condition toparticipation, each selected employee shall complete, execute and return to thePlan Administrator a Participation Agreement, an Election Form and aBeneficiary Designation Form, all within thirty (30) days after the employee isnotified by the Plan Administrator of his or her selection to participate inthe Plan.  In addition, the PlanAdministrator shall establish from time to time such other enrollmentrequirements as it determines in its sole discretion are necessary.

## 2.3           Eligibility;Commencement of Participation. Provided an employee selected to participate in the Plan has met allenrollment requirements set forth in this Plan and required by the PlanAdministrator, including returning all required documents to the Plan Administratorwithin the specified time period, that employee shall commence participation inthe Plan on the first day of the month following the month in which theemployee completes all enrollment requirements (the “Participation Date”).  If an employee fails to meet all suchrequirements within the period required, in accordance with Section 2.2,that employee shall not be eligible to participate in the Plan until the firstday of the Plan Year following the delivery to and acceptance by the PlanAdministrator of the required documents.

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## 2.4           Terminationof Participation and/or Deferrals. If the Plan Administrator determines in good faith that a Participant nolonger qualifies as a member of a select group of management or highlycompensated employees, as membership in such group is determined in accordancewith Sections 201(2), 301(a)(3) and 40l(a)(l) of ERISA, the PlanAdministrator shall have the right, in its sole discretion, to(i) terminate any deferral election the Participant has made for theremainder of the Plan Year in which the Participant’s membership statuschanges, (ii) prevent the Participant from making future deferralelections and/or (iii) immediately distribute the Participant’s then vestedDeferral Account and terminate the Participant’s participation in the Plan.

# **Article 3**Deferral Election

## 3.1           InitialElection.  A Participant shall makean initial deferral election under this Plan by delivering to the PlanAdministrator a signed Participation Agreement, Election Form and BeneficiaryDesignation Form within thirty (30) days after being notified by the PlanAdministrator of selection for participation in the Plan.  The Election Form shall set forth the amountof Compensation to be deferred and shall be effective to defer onlyCompensation earned as of the calendar month commencing after the date theElection Form is received by the Plan Administrator.

## 3.2           ElectionChanges

### 3.2.1        Generally.  The Participant may modify the amount ofCompensation to be deferred annually by filing a new Election Form with thePlan Administrator at any time within a period of thirty (30) days prior to thefirst day of the Plan Year in which the Compensation is to be deferred.

### 3.2.2        UnforeseeableFinancial Emergency.  If an unforeseeablefinancial emergency arising from the death of a family member, divorce,sickness, injury, catastrophe or similar event outside the control of theParticipant occurs (“**Unforeseeable FinancialEmergency**”), the Participant, by written request to the PlanAdministrator, may reduce future deferrals under this Agreement.

# **Article 4**Deferral Account

## 4.1           Establishingand Crediting.  The Bank shallestablish a Deferral Account on its books for the Participant and shall creditto the Deferral Account the following amounts:

### 4.1.1        Deferrals.  The Compensation deferred by the Participantas of the time the Compensation would have otherwise been paid to theParticipant.

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### 4.1.2        Accretions.  At the end of each calendar month andimmediately prior to the payment of any benefits, accretions shall be creditedto the Deferral Account at a rate equal to the Wall Street Journal PrimeRate plus one and one half percent (1.5%), from time-to-time in effect,compounded monthly; provided, however, that the monthly compounded rate shallnot be less than five percent (5%) per annum nor more than nine percent (9%)per annum.

## 4.2           Statementof Accounts.  The Plan Administratorshall provide to the Participant, within ninety (90) days after the end of eachPlan Year, a statement setting forth the Deferral Account balance.

## 4.3           AccountingDevice Only.  The Deferral Account issolely a device for measuring amounts to be paid under this Plan.  The Deferral Account is not a trust fund ofany kind.  The Participant is a generalunsecured creditor of the Bank for the payment of benefits when due.  The benefits represent the mere Bank promiseto pay such benefits.  The Participant’srights are not subject in any manner to anticipation, alienation, sale,transfer, assignment, pledge, encumbrance, attachment, or garnishment by theParticipant’s creditors.

# **Article 5**Benefits During Lifetime

## 5.1           Benefit.  Upon a Participant’s Termination ofEmployment, the Bank shall commence the payment to the Participant on theDistribution Date of the benefit described under this Article 5.

## 5.2           Amountof Benefit.  The amount of theParticipant’s Deferral Account as of the date of Termination of Employment(after which no further Deferrals are permissible) plus accretions to theDistribution Date.

## 5.3           Paymentof Benefit.  The Benefit shall bepaid in a lump sum or in monthly installments for up to a period of five years,as elected by the Participant on the Election Form, and during the installmentperiod accretions shall continue to be credited to the balance of the DeferralAccount as reduced by the Benefit payments. Monthly installments during a calendar year shall be approximatelyequal, with adjustments to be made at the beginning of each calendar year basedon the Deferral Account balance as of that time; and in the last year of theinstallment period, the final installment shall be such as to pay the entireremaining balance.

## 5.4           HardshipDistribution.  If the Participantexperiences an Unforeseeable Financial Emergency, the Participant may petitionthe Plan Administrator to suspend Deferrals of Compensation required to be madeby such Participant, to the extent deemed necessary by the Plan Administratorto satisfy the Unforeseeable Financial Emergency.  If suspension of Deferrals is not sufficientto satisfy the Participant’s Unforeseeable Financial Emergency, or if

##### (i)            reimbursement or compensation by insurance or otherwise;or

##### (ii)           liquidation of Participant’s assets (to the extent theliquidation would not itself cause severe financial hardship)

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cannotsatisfy the Participant’s Unforeseeable Financial Emergency, then theParticipant may further petition the Plan Administrator to receive a partial orfull payout of the Participant’s Deferral Account.  The Participant shall only receive a paymentto the extent it is deemed necessary by the Plan Administrator to satisfy theParticipant’s Unforeseeable Financial Emergency, plus an amount necessary topay taxes reasonably anticipated as a result of the payment and in no eventwill such amount exceed the balance of the Deferral Account.

Ifthe Plan Administrator, in its sole discretion, approves a Participant’spetition for suspension, the Participant’s deferrals under this Plan shall besuspended as of the date of such approval. If the Plan Administrator, in its sole discretion, approves aParticipant’s petition for suspension and payout, the Participant’s deferralsunder this Plan shall be suspended as of the date of such approval and theParticipant shall receive a payout from the Plan within sixty (60) days of thedate of such approval.

# **Article 6**Death of Participant

## 6.1           DeathDuring Active Service.  If theParticipant dies while in the employment of the Bank, the Bank shall pay to theBeneficiary one hundred percent (100%) of the Deferral Account balance as ofthe date of the Participant’s death in a lump sum within thirty (30) daysfollowing the Participant’s death.

## 6.2           DeathDuring Payment of a Benefit.  If theParticipant dies after any benefit payments have commenced under this Plan butbefore receiving all such payments, the Bank shall pay to the Beneficiary theremaining Deferral Account balance as of the date of the Participant’s death ina lump sum within thirty (30) days following the Participant’s death.

## 6.3           DeathAfter Termination of Employment But Before Benefit Payments Commence.  If the Participant is entitled to benefitpayments under this Plan, but dies prior to the commencement of said benefit payments,the Bank shall pay to the Beneficiary the Deferral Account balance as of thedate of the Participant’s death in a lump sum within thirty (30) days followingthe Participant’s death.

# **Article 7**Beneficiaries

## 7.1           Beneficiary.  Each Participant shall have the right, at anytime, to designate a Beneficiary(ies) to receive any benefits payable under thePlan to a beneficiary upon the death of a Participant.  The Beneficiary designated under this Planmay be the same as or different from the Beneficiary designation under anyother plan of the Bank in which the Participant participates.

## 7.2           BeneficiaryDesignation:  Change: Spousal Consent.  A Participant shall designate a Beneficiaryby completing and signing the Beneficiary Designation Form, and delivering itto the Plan Administrator or its designated agent.  If the Participant names someone other thanhis or her spouse as a Beneficiary, a spousal consent, in the form designatedby the Plan Administrator, must be signed by that Participant’s spouse and returnedto the Plan Administrator.  TheParticipant’s beneficiary designation shall be deemed automatically revoked

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## if thebeneficiary predeceases the Participant or if the Participant names a spouse asbeneficiary and the marriage is subsequently dissolved.  A Participant shall have the right to changea Beneficiary by completing, signing and otherwise complying with the terms ofthe Beneficiary Designation Form and the Plan Administrator’s rules and procedures,as in effect from time to time.  Upon theacceptance by the Plan Administrator of a new Beneficiary Designation Form, allBeneficiary designations previously filed shall be cancelled.  The Plan Administrator shall be entitled torely on the last Beneficiary Designation Form filed by the Participant andaccepted by the Plan Administrator prior to the Participant’s death.

## 7.3           Acknowledgment.  No designation or change in designation of aBeneficiary shall be effective until received, accepted and acknowledged inwriting by the Plan Administrator or its designated agent.

## 7.4           NoBeneficiary Designation.  If theParticipant dies without a valid beneficiary designation, or if all designatedBeneficiaries predecease the Participant, then the Participant’s spouse shallbe the designated Beneficiary.  If theParticipant has no surviving spouse, the benefits shall be made to the personalrepresentative of the Participant’s estate.

## 7.5           Facilityof Payment.  If the PlanAdministrator determines in its discretion that a benefit is to be paid to aminor, to a person declared incompetent, or to a person incapable of handlingthe disposition of that person’s property, the Plan Administrator may directpayment of such benefit to the guardian, legal representative or person havingthe care or custody of such minor, incompetent person or incapable person.  The Plan Administrator may require proof ofincompetence, minority or guardianship as it may deem appropriate prior todistribution of the benefit.  Any paymentof a benefit shall be a payment for the account of the Participant and theBeneficiary, as the case may be, and shall be a complete discharge of anyliability under the Plan for such payment amount.

# **Article 8**General Limitations

## 8.1           Terminationfor Cause.  Notwithstanding anyprovision of this Plan to the contrary, the Bank shall not pay any benefitunder this Plan that is in excess of the Participant’s Deferrals (i.e.,accretions previously credited to the Participant’s Deferral Account will beeliminated) if the Board terminates the Participant’s employment for:

#### (a)           Gross negligence or gross neglect of duties to the Bank;

#### (b)           Commission of a felony or of a gross misdemeanor involvingmoral turpitude in connection with the Participant’s employment with the Bank;

#### (c)           Fraud, disloyalty, dishonesty or willful violation of anylaw or significant Bank policy committed in connection with the Participant’semployment and resulting in an adverse effect on the Bank; or

#### (d)           The Participant’s becoming subject to a final removal orprohibition order issued by an appropriate federal banking agency pursuant toSection 8(e) of the Federal Deposit Insurance Act (“FDIA”).

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# **Article 9**Administration Of Plan

## 9.1           PlanAdministrator Duties.  This Planshall be administered by a Plan Administrator which shall consist of the Board,or such Plan Administrator or person(s) as the Board shall appoint.  Members of the Plan Administrator may beParticipants under this Plan.  The PlanAdministrator shall also have the discretion and authority to (i) make,amend, interpret and enforce all appropriate rules and regulations for theadministration of this Plan and (ii) decide or resolve any and allquestions including interpretations of this Plan, as may arise in connectionwith the Plan.

## 9.2           Agents.  In the administration of this Plan, the PlanAdministrator may employ agents and delegate to them such administrative dutiesas it sees fit, (including acting through a duly appointed representative), andmay from time to time consult with counsel who may be counsel to the Bank.

## 9.3           BindingEffect of Decisions.  The decision oraction of the Plan Administrator with respect to any question arising out of orin connection with the administration, interpretation and application of thePlan and the rules and regulations promulgated hereunder shall be final andconclusive and binding upon all persons having any interest in the Plan.

## 9.4           Indemnityof Plan Administrator.  The Bankshall indemnify and hold harmless the members of the Plan Administrator againstany and all claims, losses, damages, expenses or liabilities arising from anyaction or failure to act with respect to this Plan, except in the case ofwillful misconduct by the Plan Administrator or any of its members.

## 9.5           BankInformation.  To enable the PlanAdministrator to perform its functions, the Bank shall supply full and timelyinformation to the Plan Administrator on all matters relating to theCompensation of its Participants, the date and circumstances of theirTermination of Employment or death, and such other pertinent information as thePlan Administrator may reasonably require.

# **Article 10**Claims and Review Procedures

## 10.1         ClaimsProcedure.  A Participant orBeneficiary (“claimant”) who has not received benefits under the Plan that heor she believes should be paid shall make a claim for such benefits as follows:

### 10.1.1      Initiation- Written Claim.  The claimantinitiates a claim by submitting to the Plan Administrator a written claim forthe benefits.

### 10.1.2      Timingof Plan Administrator Response.  ThePlan Administrator shall respond to such claimant within 90 days afterreceiving the claim.  If the PlanAdministrator determines that special circumstances require additional time forprocessing the claim, the Plan Administrator can extend the response period byan additional 90 days by notifying the claimant in writing, prior to the end ofthe initial 90-day period, that an additional period -is required.  The

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### noticeof extension must set forth the special circumstances and the date by which thePlan Administrator expects to render its decision.

### 10.1.3      Noticeof Decision.  If the PlanAdministrator denies part or all of the claim, the Plan Administrator shallnotify the claimant in writing of such denial. The Plan Administrator shall write the notification in a mannercalculated 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 Plan onwhich the denial is based,

#### (c)           A description of any additional information or materialnecessary for the claimant to perfect the claim and an explanation of why it isneeded,

#### (d)           An explanation of the Plan’s review procedures and thetime limits applicable to such procedures, and

#### (e)           A statement of the claimant’s right to bring a civilaction under ERISA Section 502(a) following an adverse benefitdetermination on review.

## 10.2         ReviewProcedure.  If the Plan Administratordenies part or all of the claim, the claimant shall have the opportunity for afull and fair review by the Board of the denial, as follows:

### 10.2.1      Initiation- Written Request.  To initiate thereview, the claimant, within 60 days after receiving the Plan Administrator’snotice of denial, must file with the Plan Administrator a written request forreview.

### 10.2.2      AdditionalSubmissions - 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 theclaimant, upon request and free of charge, reasonable access to, and copies of,all documents, records and other information relevant (as defined in applicableERISA regulations) to the claimant’s claim for benefits.

### 10.2.3      Considerationson Review.  In considering thereview, the Board shall take into account all materials and information theclaimant submits relating to the claim, without regard to whether such informationwas submitted or considered in the initial benefit determination.

### 10.2.4      Timingof Bank Response.  The Board shallrespond in writing to such claimant within 60 days after receiving the requestfor review.  If the Board determines thatspecial circumstances require additional time for processing the claim, theBoard can extend the response period by an additional 60 days by notifying theclaimant in writing, prior to the end of the initial 60-day period, that anadditional period is required.  The noticeof extension must set forth the special circumstances and the date by which theBoard expects to render its decision.

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### 10.2.5      Noticeof Decision.  The Board shall notifythe claimant in writing of its decision on review.  The Bank shall write the notification in amanner 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 Plan on whichthe denial is based,

#### (c)           A statement that the claimant is entitled to receive, uponrequest and free of charge, reasonable access to, and copies of, all documents,records and other information relevant (as defined in applicable ERISAregulations) to the claimant’s claim for benefits, and

#### (d)           A statement of the claimant’s right to bring a civilaction under ERISA Section 502(a).

# **Article 11**Amendments and Termination

## 11.1         Termination.  The Bank reserves the right to terminate thePlan at any time with respect to any or all of its Participants, by action ofits Board.  Upon the termination of thePlan, the Participation Agreements of the affected Participants shall terminateand their Deferral Account balances shall be paid to the affected Participantsin a lump sum within thirty (30) days following such Plan termination.  The termination of the Plan shall notadversely affect any Participant or Beneficiary who has become entitled to thepayment of any benefits under the Plan as of the date of termination; providedhowever, that the Bank shall have the right to accelerate applicableinstallment payments without a premium or prepayment penalty by paying theDeferral Account balance in a lump sum within thirty (30) days following suchtermination.

## 11.2         Amendment.  The Bank may, at any time, amend or modifythe Plan in whole or in part by the action of its Board; provided, however,that: (i) no amendment or modification shall be effective to decrease orrestrict the value of a Participant’s Deferral Account balance in existence atthe time the amendment or modification is made and (ii) no amendment ormodification of this Section 11.2 of the Plan shall be effective.  The amendment or modification of the Planshall not affect any Participant or Beneficiary who has become entitled to thepayment of benefits under the Plan as of the date of the amendment ormodification; provided,.  however, thatthe Bank shall have the right to accelerate applicable installment payments bypaying the Deferral Account balance in a lump sum within thirty (30) daysfollowing such amendment.

## 11.3         ParticipationAgreement.  Despite the provisions ofSections 11.1 and 11.2 above, if a Participant’s Participation Agreementcontains benefits or limitations that are not in this Plan document, the Bankmay only amend or terminate such provisions with the consent of theParticipant.

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# **Article 12**Miscellaneous

## 12.1         BindingEffect.  This Plan shall bind theParticipant and the Bank and their beneficiaries, survivors, executors,administrators and transferees.

## 12.2         NoGuarantee of Employment.  This Planis not a contract for employment.  Itdoes not give the Participant the right to remain an employee of the Bank, nordoes it interfere with the Bank’s right to discharge the Participant.  It also does not require the Participant toremain an employee nor interfere with the Participant’s right to terminateemployment at any time.

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

## 12.4         TaxWithholding.  The Bank shall withholdany taxes that are required to be withheld from the benefits provided underthis Plan.

## 12.5         ApplicableLaw.  The Plan and all rightshereunder shall be governed by the internal laws of the State of California,except to the extent preempted by the laws of the United States of America.

## 12.6         UnfundedArrangement.  The Participant and theBeneficiary are general unsecured creditors of the Bank for the payment ofbenefits under this Plan.  The benefitsrepresent the mere promise by the Bank to pay such benefits.  The rights to benefits are not subject in anymanner to anticipation, alienation, sale, transfer, assignment, pledge,encumbrance, attachment, or garnishment by creditors.  Any insurance on the Participant’s life is ageneral asset of the Bank to which the Participant and the Beneficiary have nopreferred or secured claim.

## 12.7         Reorganization.  The Bank shall not merge or consolidate intoor with another Bank, or reorganize, or sell substantially all of its assets toanother Bank, firm, or person unless such succeeding or continuing Bank, firm,or person agrees to assume and discharge the obligations of the Bank under thisPlan or the Bank terminates the Plan and makes lump sum payments of theParticipants’ Deferral Account balances.

## 12.8         EntireAgreement.  This Plan and theParticipant’s Participation Agreement constitute the entire agreement betweenthe Bank and the Participant as to the subject matter hereof.  No rights are granted to the Participant byvirtue of (i) this Plan other than those specifically set forth herein; or(ii) the Participation Agreement other than those specifically set forth therein.

## 12.9         Interpretation.  Wherever the fulfillment of the intent andpurpose of this Plan requires, and the context will permit, the use of themasculine gender includes the feminine and use of the singular includes theplural

## 12.10       AlternativeAction.  In the event it shall becomeimpossible for the Bank or the Plan Administrator to perform any act requiredby this Plan, the Bank or Plan Administrator may

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## in itsdiscretion perform such alternative act as most nearly carries out the intentand purpose of this Plan and is in the best interests of the Bank.

## 12.11       Headings.  Article and section headings are forconvenient reference only and shall not control or affect the meaning orconstruction of any of its provisions.

## 12.12       Validity.  In case any provision of this Plan shall beillegal or invalid for any reason, said illegality or invalidity shall notaffect the remaining parts hereof, but this Plan shall be construed andenforced as if such illegal and invalid provision has never been inserted herein.

## 12.13       Notice.  Any notice or filing required or permitted tobe given to the Plan Administrator under this Plan shall be sufficient if inwriting and hand-delivered, or sent by registered or certified mail, to theaddress below:

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| Senior Vice President

Human Resources Department

National Mercantile  Bancorp

1880 Century Park East,  Suite 800

Los Angeles, CA 90067 |
|--------------------------------------------------------------------------------------------------------------------------------------------|

 

Suchnotice shall be deemed given as of the date of delivery or, if delivery is madeby mail, as of the date shown on the postmark or the receipt for registrationor certification.

Anynotice or filing required or permitted to be given to a Participant under thisPlan shall be sufficient if in writing and hand-delivered, or sent by mail, tothe last known address of the Participant.

IN WITNESS WHEREOF, the Bank has executed this Plandocument as of October 30, 2000.
| **Bank:**                        |
|----------------------------------|
|                             |
| **MERCANTILE  NATIONAL BANK**    |
|                             |   |
| **By:**                          | ** ** |
|                             |   |
| **Title:**                       | ** ** |
|                             |   |
| **Acknowledged:**                |
|                             |
| **NATIONAL  MERCANTILE BANCORP** |
|                             |   |
| **By:**                          | ** ** |
|                             |   |
| **Title:**                       | ** ** |
|                                  |  |  |  |

 

 

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THISPARTICIPATION AGREEMENT (this “Agreement”) is entered into asof            20      betweenMercantile National Bank a national bank organized and operating under the lawsof the United States (the “Bank”),and                                   (“Participant”).

Recital

A.            Participant is a management orhighly compensated employee of the Bank, and the Bank desires to have thecontinued services of Participant.

B.            The Bank has adopted, effectiveOctober 30, 2000, the Mercantile National Bank Deferred Compensation Plan (the“Plan”), as may be amended from time to time, and Participant has been selectedto participate in the Plan.

C.            Participant desires to participatein the Plan.

Agreement

NOWTHEREFORE, it is mutually agreed that:

# 1.             Definitions.  Unless otherwise provided in this Agreement,the capitalized terms in this Agreement shall have the same meaning as theyhave in the instrument establishing the Plan (the “Plan Document”).

# 2.             IntegratedAgreement: Parties Bound.  The PlanDocument, a copy of which has been made available to Participant, is herebyincorporated into and made a part of this Agreement as though set forth in fullin this Agreement.  The parties to thisAgreement agree to, and shall be bound by, and have the benefit of, each andevery provision of the Plan as set forth in the Plan Document.  This Agreement and the Plan Document,collectively, shall be considered one complete contract between the parties.

# 3.             Acknowledgment.  Participant hereby acknowledges thatParticipant has read and understands this Agreement and the Plan Document.

# 4.             Conditionsto Participation.  As a condition toparticipation in the Plan, Participant must complete, sign, date and return tothe Plan Administrator an original copy of this Agreement, an Election Form anda Beneficiary Designation Form, and any other documentation as may in thefuture be required by the Plan Administrator.

# 5.             Successorsand Assigns.  This Agreement shallinure to the benefit of, and be binding upon the Bank, its successors andassigns, and Participant.

# 

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# 6.             GoverningLaw.  This Agreement shall begoverned by and construed under the internal laws of the State of California,as in effect at the time of the execution of this Agreement.

INWITNESS WHEREOF, Participant has signed and the Bank has accepted thisParticipation Agreement as of the date first written above.

 
| PARTICIPANT:           |   |                     |
|------------------------|--------|--------------------------|
|  

 

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| Date                   |   | Signature of Participant |
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|                   |   | Type or Print Name       |

 
|                                                          |   |                                               |
|---------------------------------------------------------------|--------|----------------------------------------------------|
| AGREED AND ACCEPTED BY THE  BANK

 

PLAN ADMINISTRATOR: |   |                                               |
|  

 

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| Date                                                          |   |                                               |
|                                                          |   | Signature of Plan  Administrator or Member Thereof |
|                                                          |   |  

 

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|                                                          |   | Type or Print Name                                 |

 

 

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