Exhibit 10.15


 


MERCANTILE NATIONAL BANK


DEFERRED COMPENSATION PLAN


 


This
Deferred Compensation Plan (the “Plan”)
of Mercantile National Bank, a national banking institution organized and
existing under the laws of the United States (the “Bank”) documents a deferred compensation plan approved by the
Board by resolution dated October 30, 2000 (the “Effective Date”).


The
purpose of this Plan is to provide specified benefits to a select group of
management or highly compensated employees who contribute materially to the
continued growth, development and future business success of the Bank.  This Plan 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.


Article 1

Definitions


Whenever
used in this Plan, the following words and phrases shall have the meanings
specified:


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


1.2           “Board” means the Board of Directors of the
Bank as from time to time constituted.


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


1.4           “Code” means the Internal Revenue Code of
1986, as amended.


1.5           “Compensation” means the salary and bonus that would
be paid to a Participant during a Plan Year by Bank, the parent of Bank and an
affiliate of Bank, absent deferrals, less FICA taxes associated with such
salary and bonus.


1.6           “Deferral Account” means the Bank’s accounting of a
Participant’s accumulated Deferrals, plus accretions to such accumulated
Deferrals.


1.7           “Deferrals” means the amount of a Participant’s
Compensation which the Participant elects to defer according to this Plan.


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





















 


1.9           “Distribution Date” means the date which is 90 days after a
Participant’s Termination of Employment.


1.10         “Participant” shall mean any employee (i) who is
selected to participate in the Plan, (ii) who elects to participate in the
Plan, (iii) who signs a Participation Agreement, an Election Form and a
Beneficiary Designation Form, (iv) whose signed Participation Agreement,
Election Form and Beneficiary Designation Form are accepted by the Plan
Administrator, (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 may
be amended from time to time, which is entered into by and between the Bank and
a Participant.  Each Participation
Agreement executed by a Participant and the Bank shall provide for the entire
benefit to which such Participant is entitled under the Plan; should there be
more than one Participation Agreement, the Participation Agreement bearing the
latest date of acceptance by the Bank shall supersede all previous
Participation Agreements in their entirety and shall govern such entitlement.


1.12         “Plan Administrator” means the plan administrator described
in Article 9.


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


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


Article 2

Selection, Enrollment and Eligibility


2.1           Selection
by Plan Administrator.  Participation
in the Plan shall be limited to a select group of management and highly
compensated employees of the Bank, as determined by the Plan Administrator in
its sole discretion.  From that group,
the Plan Administrator shall select, in its sole discretion, employees to
participate in the Plan.


2.2           Enrollment
Requirements.  As a condition to
participation, each selected employee shall complete, execute and return to the
Plan Administrator a Participation Agreement, an Election Form and a
Beneficiary Designation Form, all within thirty (30) days after the employee is
notified by the Plan Administrator of his or her selection to participate in
the Plan.  In addition, the Plan
Administrator shall establish from time to time such other enrollment
requirements 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 all
enrollment requirements set forth in this Plan and required by the Plan
Administrator, including returning all required documents to the Plan Administrator
within the specified time period, that employee shall commence participation in
the Plan on the first day of the month following the month in which the
employee completes all enrollment requirements (the “Participation Date”).  If an employee fails to meet all such
requirements within the period required, in accordance with Section 2.2,
that employee shall not be eligible to participate in the Plan until the first
day of the Plan Year following the delivery to and acceptance by the Plan
Administrator of the required documents.


 


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2.4           Termination
of Participation and/or Deferrals. 
If the Plan Administrator determines in good faith that a Participant no
longer qualifies as a member of a select group of management or highly
compensated employees, as membership in such group is determined in accordance
with Sections 201(2), 301(a)(3) and 40l(a)(l) of ERISA, the Plan
Administrator shall have the right, in its sole discretion, to
(i) terminate any deferral election the Participant has made for the
remainder of the Plan Year in which the Participant’s membership status
changes, (ii) prevent the Participant from making future deferral
elections and/or (iii) immediately distribute the Participant’s then vested
Deferral Account and terminate the Participant’s participation in the Plan.


Article 3

Deferral Election


3.1           Initial
Election.  A Participant shall make
an initial deferral election under this Plan by delivering to the Plan
Administrator a signed Participation Agreement, Election Form and Beneficiary
Designation Form within thirty (30) days after being notified by the Plan
Administrator of selection for participation in the Plan.  The Election Form shall set forth the amount
of Compensation to be deferred and shall be effective to defer only
Compensation earned as of the calendar month commencing after the date the
Election Form is received by the Plan Administrator.


3.2           Election
Changes


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


3.2.2        Unforeseeable
Financial Emergency.  If an unforeseeable
financial emergency arising from the death of a family member, divorce,
sickness, injury, catastrophe or similar event outside the control of the
Participant occurs (“Unforeseeable Financial
Emergency”), the Participant, by written request to the Plan
Administrator, may reduce future deferrals under this Agreement.


Article 4

Deferral Account


4.1           Establishing
and Crediting.  The Bank shall
establish a Deferral Account on its books for the Participant and shall credit
to the Deferral Account the following amounts:


4.1.1        Deferrals.  The Compensation deferred by the Participant
as of the time the Compensation would have otherwise been paid to the
Participant.


 


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4.1.2        Accretions.  At the end of each calendar month and
immediately prior to the payment of any benefits, accretions shall be credited
to the Deferral Account at a rate equal to the Wall Street Journal Prime
Rate plus one and one half percent (1.5%), from time-to-time in effect,
compounded monthly; provided, however, that the monthly compounded rate shall
not be less than five percent (5%) per annum nor more than nine percent (9%)
per annum.


4.2           Statement
of Accounts.  The Plan Administrator
shall provide to the Participant, within ninety (90) days after the end of each
Plan Year, a statement setting forth the Deferral Account balance.


4.3           Accounting
Device Only.  The Deferral Account is
solely a device for measuring amounts to be paid under this Plan.  The Deferral Account is not a trust fund of
any kind.  The Participant is a general
unsecured creditor of the Bank for the payment of benefits when due.  The benefits represent the mere Bank promise
to pay such benefits.  The Participant’s
rights are not subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment, or garnishment by the
Participant’s creditors.


Article 5

Benefits During Lifetime


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


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


5.3           Payment
of Benefit.  The Benefit shall be
paid 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 installment
period accretions shall continue to be credited to the balance of the Deferral
Account as reduced by the Benefit payments. 
Monthly installments during a calendar year shall be approximately
equal, with adjustments to be made at the beginning of each calendar year based
on the Deferral Account balance as of that time; and in the last year of the
installment period, the final installment shall be such as to pay the entire
remaining balance.


5.4           Hardship
Distribution.  If the Participant
experiences an Unforeseeable Financial Emergency, the Participant may petition
the Plan Administrator to suspend Deferrals of Compensation required to be made
by such Participant, to the extent deemed necessary by the Plan Administrator
to satisfy the Unforeseeable Financial Emergency.  If suspension of Deferrals is not sufficient
to 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 the
liquidation would not itself cause severe financial hardship)


 


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cannot
satisfy the Participant’s Unforeseeable Financial Emergency, then the
Participant may further petition the Plan Administrator to receive a partial or
full payout of the Participant’s Deferral Account.  The Participant shall only receive a payment
to the extent it is deemed necessary by the Plan Administrator to satisfy the
Participant’s Unforeseeable Financial Emergency, plus an amount necessary to
pay taxes reasonably anticipated as a result of the payment and in no event
will such amount exceed the balance of the Deferral Account.


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


Article 6

Death of Participant


6.1           Death
During Active Service.  If the
Participant dies while in the employment of the Bank, the Bank shall pay to the
Beneficiary one hundred percent (100%) of the Deferral Account balance as of
the date of the Participant’s death in a lump sum within thirty (30) days
following the Participant’s death.


6.2           Death
During Payment of a Benefit.  If the
Participant dies after any benefit payments have commenced under this Plan but
before receiving all such payments, the Bank shall pay to the Beneficiary the
remaining Deferral Account balance as of the date of the Participant’s death in
a lump sum within thirty (30) days following the Participant’s death.


6.3           Death
After Termination of Employment But Before Benefit Payments Commence.  If the Participant is entitled to benefit
payments 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 the
date of the Participant’s death in a lump sum within thirty (30) days following
the Participant’s death.


Article 7

Beneficiaries


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


7.2           Beneficiary
Designation:  Change: Spousal Consent.  A Participant shall designate a Beneficiary
by completing and signing the Beneficiary Designation Form, and delivering it
to the Plan Administrator or its designated agent.  If the Participant names someone other than
his or her spouse as a Beneficiary, a spousal consent, in the form designated
by the Plan Administrator, must be signed by that Participant’s spouse and returned
to the Plan Administrator.  The
Participant’s beneficiary designation shall be deemed automatically revoked


 


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if the
beneficiary predeceases the Participant or if the Participant names a spouse as
beneficiary and the marriage is subsequently dissolved.  A Participant shall have the right to change
a Beneficiary by completing, signing and otherwise complying with the terms of
the Beneficiary Designation Form and the Plan Administrator’s rules and procedures,
as in effect from time to time.  Upon the
acceptance by the Plan Administrator of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be cancelled.  The Plan Administrator shall be entitled to
rely on the last Beneficiary Designation Form filed by the Participant and
accepted by the Plan Administrator prior to the Participant’s death.


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


7.4           No
Beneficiary Designation.  If the
Participant dies without a valid beneficiary designation, or if all designated
Beneficiaries predecease the Participant, then the Participant’s spouse shall
be the designated Beneficiary.  If the
Participant has no surviving spouse, the benefits shall be made to the personal
representative of the Participant’s estate.


7.5           Facility
of Payment.  If the Plan
Administrator determines in its discretion that a benefit is to be paid to a
minor, to a person declared incompetent, or to a person incapable of handling
the disposition of that person’s property, the Plan Administrator may direct
payment of such benefit to the guardian, legal representative or person having
the care or custody of such minor, incompetent person or incapable person.  The Plan Administrator may require proof of
incompetence, minority or guardianship as it may deem appropriate prior to
distribution of the benefit.  Any payment
of a benefit shall be a payment for the account of the Participant and the
Beneficiary, as the case may be, and shall be a complete discharge of any
liability under the Plan for such payment amount.


Article 8

General Limitations


8.1           Termination
for Cause.  Notwithstanding any
provision of this Plan to the contrary, the Bank shall not pay any benefit
under this Plan that is in excess of the Participant’s Deferrals (i.e.,
accretions previously credited to the Participant’s Deferral Account will be
eliminated) 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 involving
moral turpitude in connection with the Participant’s employment with the Bank;


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


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


 


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Article 9

Administration Of Plan


9.1           Plan
Administrator Duties.  This Plan
shall 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 be
Participants under this Plan.  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 Plan and (ii) decide or resolve any and all
questions including interpretations of this Plan, as may arise in connection
with the Plan.


9.2           Agents.  In the administration of this Plan, 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 Bank.


9.3           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
Plan and the rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the Plan.


9.4           Indemnity
of Plan Administrator.  The Bank
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 Plan, except in the case of
willful misconduct by the Plan Administrator or any of its members.


9.5           Bank
Information.  To enable the Plan
Administrator to perform its functions, the Bank shall supply full and timely
information to the Plan Administrator on all matters relating to the
Compensation of its Participants, the date and circumstances of their
Termination of Employment or death, and such other pertinent information as the
Plan Administrator may reasonably require.


Article 10

Claims and Review Procedures


10.1         Claims
Procedure.  A Participant or
Beneficiary (“claimant”) who has not received benefits under the Plan that he
or she believes should be paid shall make a claim for such benefits as follows:


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


10.1.2      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


 


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notice
of extension must set forth the special circumstances and the date by which the
Plan Administrator expects to render its decision.


10.1.3      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 Plan 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 Plan’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.


10.2         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 Board of the denial, as follows:


10.2.1      Initiation
- Written Request.  To initiate the
review, the claimant, within 60 days after receiving the Plan Administrator’s
notice of denial, must file with the Plan Administrator a written request for
review.


10.2.2      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.


10.2.3      Considerations
on Review.  In considering the
review, the Board 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.


10.2.4      Timing
of Bank Response.  The Board shall
respond in writing to such claimant within 60 days after receiving the request
for review.  If the Board determines that
special circumstances require additional time for processing the claim, the
Board 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
Board expects to render its decision.


 


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10.2.5      Notice
of Decision.  The Board shall notify
the claimant in writing of its decision on review.  The Bank 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 Plan 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 11

Amendments and Termination


11.1         Termination.  The Bank reserves the right to terminate the
Plan at any time with respect to any or all of its Participants, by action of
its Board.  Upon the termination of the
Plan, the Participation Agreements of the affected Participants shall terminate
and their Deferral Account balances shall be paid to the affected Participants
in a lump sum within thirty (30) days following such Plan termination.  The termination of the Plan shall not
adversely affect any Participant or Beneficiary who has become entitled to the
payment of any benefits under the Plan as of the date of termination; provided
however, that the Bank shall have the right to accelerate applicable
installment payments without a premium or prepayment penalty by paying the
Deferral Account balance in a lump sum within thirty (30) days following such
termination.


11.2         Amendment.  The Bank may, at any time, amend or modify
the 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 or
restrict the value of a Participant’s Deferral Account balance in existence at
the time the amendment or modification is made and (ii) no amendment or
modification of this Section 11.2 of the Plan shall be effective.  The amendment or modification of the Plan
shall not affect any Participant or Beneficiary who has become entitled to the
payment of benefits under the Plan as of the date of the amendment or
modification; provided,.  however, that
the Bank shall have the right to accelerate applicable installment payments by
paying the Deferral Account balance in a lump sum within thirty (30) days
following such amendment.


11.3         Participation
Agreement.  Despite the provisions of
Sections 11.1 and 11.2 above, if a Participant’s Participation Agreement
contains benefits or limitations that are not in this Plan document, the Bank
may only amend or terminate such provisions with the consent of the
Participant.


 


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Article 12

Miscellaneous


12.1         Binding
Effect.  This Plan shall bind the
Participant and the Bank and their beneficiaries, survivors, executors,
administrators and transferees.


12.2         No
Guarantee of Employment.  This Plan
is not a contract for employment.  It
does not give the Participant the right to remain an employee of the Bank, nor
does it interfere with the Bank’s right to discharge the Participant.  It also does not require the Participant to
remain an employee nor interfere with the Participant’s right to terminate
employment 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         Tax
Withholding.  The Bank shall withhold
any taxes that are required to be withheld from the benefits provided under
this Plan.


12.5         Applicable
Law.  The Plan and all rights
hereunder 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         Unfunded
Arrangement.  The Participant and the
Beneficiary are general unsecured creditors of the Bank for the payment of
benefits under this Plan.  The benefits
represent the mere promise by the Bank 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 Participant’s life is a
general asset of the Bank to which the Participant and the Beneficiary have no
preferred or secured claim.


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


12.8         Entire
Agreement.  This Plan and the
Participant’s Participation Agreement constitute the entire agreement between
the Bank and the Participant as to the subject matter hereof.  No rights are granted to the Participant by
virtue 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 and
purpose of this Plan requires, and the context will permit, the use of the
masculine gender includes the feminine and use of the singular includes the
plural


12.10       Alternative
Action.  In the event it shall become
impossible for the Bank or the Plan Administrator to perform any act required
by this Plan, the Bank or Plan Administrator may


 


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in its
discretion perform such alternative act as most nearly carries out the intent
and purpose of this Plan and is in the best interests of the Bank.


12.11       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.


12.12       Validity.  In case any provision of this Plan shall be
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal and invalid provision has never been inserted herein.


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


 


	
  Senior Vice President

  Human Resources Department

  National Mercantile
  Bancorp

  1880 Century Park East,
  Suite 800

  Los Angeles, CA 90067

  



 


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 or the receipt for registration
or certification.


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


IN WITNESS WHEREOF, the Bank has executed this Plan
document as of October 30, 2000.


	
  Bank:

  
	
   

  
	
  MERCANTILE
  NATIONAL BANK

  
	
   

  	
   

  
	
  By:

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  
	
   

  	
   

  
	
  Acknowledged:

  
	
   

  
	
  NATIONAL
  MERCANTILE BANCORP

  
	
   

  	
   

  
	
  By:

  	
   

  
	
   

  	
   

  
	
  Title:

  	
   

  
				



 


 


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THIS
PARTICIPATION AGREEMENT (this “Agreement”) is entered into as
of            20      between
Mercantile National Bank a national bank organized and operating under the laws
of the United States (the “Bank”),
and                                   (“Participant”).


Recital


A.            Participant is a management or
highly compensated employee of the Bank, and the Bank desires to have the
continued services of Participant.


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


C.            Participant desires to participate
in the Plan.


Agreement


NOW
THEREFORE, 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 they
have in the instrument establishing the Plan (the “Plan Document”).


2.             Integrated
Agreement: Parties Bound.  The Plan
Document, a copy of which has been made available to Participant, is hereby
incorporated into and made a part of this Agreement as though set forth in full
in this Agreement.  The parties to this
Agreement agree to, and shall be bound by, and have the benefit of, each and
every 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 that
Participant has read and understands this Agreement and the Plan Document.


4.             Conditions
to Participation.  As a condition to
participation in the Plan, Participant must complete, sign, date and return to
the Plan Administrator an original copy of this Agreement, an Election Form and
a Beneficiary Designation Form, and any other documentation as may in the
future be required by the Plan Administrator.


5.             Successors
and Assigns.  This Agreement shall
inure to the benefit of, and be binding upon the Bank, its successors and
assigns, and Participant.





















 


6.             Governing
Law.  This Agreement shall be
governed by and construed under the internal laws of the State of California,
as in effect at the time of the execution of this Agreement.


IN
WITNESS WHEREOF, Participant has signed and the Bank has accepted this
Participation Agreement as of the date first written above.


 


	
  PARTICIPANT:

  	
   

  	
   

  
	
   

   

   

  	
   

  	
   

  
	
  Date

  	
   

  	
  Signature of Participant

  
	
   

  	
   

  	
   

   

   

  
	
   

  	
   

  	
  Type or Print Name

  



 


	
   

  	
   

  	
   

  
	
  AGREED AND ACCEPTED BY THE
  BANK

   

  PLAN ADMINISTRATOR:

  	
   

  	
   

  
	
   

   

   

  	
   

  	
   

  
	
  Date

  	
   

  	
   

  
	
   

  	
   

  	
  Signature of Plan
  Administrator or Member Thereof

  
	
   

  	
   

  	
   

   

   

  
	
   

  	
   

  	
  Type or Print Name

  



 


 


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