AMENDMENT
TO




EMPLOYMENT
AGREEMENT BETWEEN




MICHAEL
STEPHEN HAHN AND PACIFIC COAST NATIONAL BANCORP AND PACIFIC COAST NATIONAL
BANK




WHEREAS,
on May 20, 2008, Michael Stephen Hahn entered into an employment
agreement  (the “Agreement”) with Pacific Coast National Bancorp (the
“Company”) and Pacific Coast National Bank (the “Bank”);




WHEREAS,
the Agreement includes provisions that provide, or may provide, for deferred
compensation and therefore must be amended to comply with Section 409A of the
Internal Revenue Code and the regulations and guidance of general applicability
issued thereunder (“Section 409A”);




WHEREAS,
the Agreement may be amended by the parties to the Agreement; and




WHEREAS,
the parties desire to amend the Agreement in the manner provided
below.




NOW,
THEREFORE, the foregoing considered, it is agreed as follows:




1.  Effective
as of January 1, 2008, the Agreement be amended to include the following
amendments:




a.  Section 3(b)
of the Agreement is amended to include the following at the end
thereof:




“Bonus
payments provided for under this Section 3(b) (other than stock options or other
benefits that are not subject to Section 409A of the Internal Revenue Code and
the regulations and guidance of general applicability issued thereunder
(“Section 409A”)) shall be paid to Executive no later than 21⁄2 months after the
later of (1) the end of the calendar year, or (2) the end of the taxable year of
the Employer, in which Executive obtains a legally binding right to such
payments.”




b. Section 3(j) of the
Agreement is amended to include the following at the end
thereof:




“No
payment shall be made under this Section 3(j) unless Executive experiences a
“separation from service” (as that phrase is defined in Section
409A).  If and to the extent payments under this Section 3(j)
constitute deferred compensation within the meaning of Section 409A, and
Executive is a “specified employee” (as defined in Section 409A), then those
deferred compensation payments shall be delayed until the first day of the
seventh month following the date of Executive’s separation from service, with
interest credited as provided for above.  Relocation expenses shall be
paid at such time and in such manner as necessary to avoid the application of
Section 409A to those expenses.”




c.  Section 11 of
the Agreement is amended to read as follows:




“In the
event of a Change in Control, the Employer shall pay to Executive, no later than
30 days after the effective time of the Change in Control, a cash lump sum
payment equal to 299% of his Base Amount as defined in Section 280G(b)(3) of the
Internal Revenue Code of 1986, as amended (the “Code”).  For purposes
of the preceding sentence the phrase “Change in Control” shall mean a change in
the ownership or effective control of the Employer or a change in the ownership
of a substantial portion of the assets of the Employer, all within the meaning
of Code Section 409A(a)(2)(A)(v) and the regulations
thereunder.   Notwithstanding the following, a







shareholder
or shareholders may make the following transfers and such transfers shall be
deemed not to be a Change in Control: (a) to a trust described in Section
1361(c)(2) of the Code and that is created solely for the benefit of the
shareholder or any spouse or lineal descendant of the shareholder; (b) to any
individual by bona fide gift; (c) to any spouse or former spouse pursuant to the
terms of a decree of divorce; or (d) to any officer or employee of Employer
pursuant to any stock option plan established by the shareholders of
Employer.”




d.  Section 19 of
the Agreement is amended to include the following at the end
thereof:




“Obligations
under this Agreement shall not be funded in a manner that would violate Section
409A.”




2.  Any
provision of the Agreement inconsistent with the foregoing, or with the
applicable requirements of Section 409A, shall be deemed to be amended to comply
therewith.  The Agreement is otherwise ratified and reaffirmed in all
other respects.




[Signature
page follows]




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IN
WITNESS WHEREOF, this Amendment has been executed, this ____ day of December,
2008, effective as of January 1, 2008.




PACIFIC
      COAST NATIONAL BANCORPBy:Name:Title:PACIFIC
      COAST NATIONAL BANKBy:Name:Title:EXECUTIVEMichael
      Stephen
Hahn







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