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                                  EXHIBIT 10.1

                           SOUTHWEST COMMUNITY BANCORP
                             2002 STOCK OPTION PLAN
                            Adopted December 18, 2002

1.       Purpose

         The purpose of the Southwest Community Bancorp 2002 Stock Option Plan
(the "Plan") is to strengthen Southwest Community Bancorp (the "Company") and
those banks and corporations which are or hereafter become subsidiary
corporations (the "Subsidiary" or "Subsidiaries") by providing additional means
of attracting and retaining competent managerial personnel and by providing to
participating directors, officers and key employees added incentive for high
levels of performance and for unusual efforts to increase the earnings of the
Company and any Subsidiaries. The Plan seeks to accomplish these purposes and
achieve these results by providing a means whereby such directors, officers and
key employees may purchase shares of the Common Stock of the Company pursuant to
Stock Options granted in accordance with this Plan.

         Stock Options granted pursuant to this Plan are intended to be
Incentive Stock Options or Non-Qualified Stock Options, as shall be determined
and designated by the Stock Option Committee upon the grant of each Stock Option
hereunder.

2.       Definitions

         For the purposes of this Plan, the following terms shall have the
following meanings:

                  a. "Affiliation" or "affiliated." For purposes of Sections 10,
         11, 12, 13 and 14 hereof, these terms shall mean services as a director
         of the Company or any Subsidiary.

                  b. "Common Stock." This term shall mean shares of the
         Company's Common Stock, subject to adjustment pursuant to Section 15
         (Adjustment Upon Changes in Capitalization) hereunder.

                  c. "Company." This term shall mean Southwest Community
         Bancorp, a California corporation.

                  d. "Eligible Participants." This term shall mean: (i) all
         directors of the Company or any Subsidiary; (ii) all officers (whether
         or not they are also directors) of the Company or any Subsidiary; and
         (iii) all key employees (as such persons may be determined by the Stock
         Option Committee from time to time) of the Company or any Subsidiary,
         provided that such officers and key employees have a customary work
         week of at least forty hours in the employ of the Company or a
         Subsidiary.

                  e. "Fair Market Value." This term shall mean the fair market
         value of the Common Stock as determined in accordance with any
         reasonable valuation method selected by the Stock Option Committee,
         including the valuation methods described in Treasury Regulations
         Section 20.2031-2.

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                  f. "Incentive Stock Option." This term shall mean a Stock
         Option which is an "incentive stock option" within the meaning of
         Section 422 of the Internal Revenue Code of 1986, as amended.

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                  g. "Non-Qualified Stock Option." This term shall mean a Stock
         Option which is not an Incentive Stock Option.

                  h. "Option Shares." This term shall mean Common Stock covered
         by and subject to any outstanding unexercised Stock Option granted
         pursuant to this Plan.

                  i. "Optionee." This term shall mean any Eligible Participant
         to whom a Stock Option has been granted pursuant to this Plan, provided
         that at least part of the Stock Option is outstanding and unexercised.

                  j. "Plan." This term shall mean the Southwest Community
         Bancorp 2002 Stock Option Plan as embodied herein and as may be amended
         from time to time in accordance with the terms hereof and applicable
         law.

                  k. "Stock Option." This term shall mean the right to purchase
         a specified number of shares of Common Stock under this Plan, at a
         price and upon the terms and conditions determined by the Stock Option
         Committee.

                  l. "Stock Option Committee." The Board of Directors of the
         Company may select and designate a Stock Option Committee consisting of
         three or more directors of the Company, having full authority to act in
         the matter. Regardless of whether a Stock Option Committee is selected,
         the Board of Directors of the Company may act as the Stock Option
         Committee and any action taken by said Board as such shall be deemed to
         be action taken by the Stock Option Committee. All references in the
         Plan to the "Stock Option Committee" shall be deemed to refer to the
         Board of Directors of the Company acting as the Stock Option Committee
         and to a duly appointed Stock Option Committee, if there be one. In the
         event of any conflict between action taken by the Board acting as a
         Stock Option Committee and action taken by a duly appointed Stock
         Option Committee, the action taken by the Board shall be controlling
         and the action taken by the duly appointed Stock option Committee shall
         be disregarded.

                  m. "Subsidiary." This term shall mean each "subsidiary
         corporation" (treating the Company as the employer corporation) as
         defined in Section 424(f) of the Internal Revenue Code of 1986, as
         amended.

3.       Administration

                  a. Stock Option Committee. This Plan shall be administered by
         the Stock Option Committee. The Board of Directors of the Company shall
         have the right, in its sole and absolute discretion, to remove or
         replace any person from or on the Stock Option Committee at any time
         for any reason whatsoever.

                  b. Administration of the Plan. Any action of the Stock Option
         Committee with respect to the administration of the Plan shall be taken
         pursuant to a majority vote, or pursuant to the unanimous written
         consent, of its members. Any such action taken by the Stock Option
         Committee in the administration of this Plan shall be valid and
         binding, so long as the same is not inconsistent with the terms and
         conditions of this Plan. Subject to compliance with the terms,
         conditions and restrictions set forth in this Plan, the Stock Option
         Committee shall have the exclusive right, in its sole and absolute
         discretion, to establish the terms and conditions of all Stock Options
         granted under the Plan, including, without meaning any limitation, the
         power to: (i) establish the number of Stock Options, if any, to be
         granted hereunder, in the aggregate and with regard to each Eligible
         Participant; (ii) determine the time or times when such Stock Options,
         or parts thereof, may be exercised; (iii) determine and designate which
         Stock Options granted

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         under the Plan shall be Incentive Stock Options and which shall be
         Non-Qualified Stock Options; (iv) determine the Eligible Participants,
         if any, to whom Stock Options are granted; (v) determine the duration
         and purposes, if any, of leaves of absence which may be permitted to
         holders of unexercised, unexpired Stock Options without such
         constituting a termination of employment under the Plan; and (vi)
         prescribe and amend the terms, provisions and form of each instrument
         and agreement setting forth the terms and conditions of every Stock
         Option granted hereunder.

                  c. Decisions and Determinations. Subject to the express
         provisions of the Plan, the Stock Option Committee shall have the
         authority to construe and interpret this Plan, to define the terms used
         herein, to prescribe, amend, and rescind rules and regulations relating
         to the administration of the Plan, and to make all other determinations
         necessary or advisable for administration of the Plan. Determinations
         of the Stock Option Committee on matters referred to in this Section
         3(c) shall be final and conclusive so long as the same are not
         inconsistent with the terms of this Plan.

4.      Shares Subject to the Plan

         Subject to adjustments as provided in Section 15 hereof, the maximum
number of shares of Common Stock which may be issued upon exercise of all Stock
Options granted under this Plan is limited to Five Hundred Thousand (500,000) in
the aggregate. If any Stock Option shall be canceled, surrendered, or expire for
any reason without having been exercised in full, the unpurchased Option Shares
represented thereby shall again be available for grants of Stock Options under
this Plan.

5.       Eligibility

         Only Eligible Participants shall be eligible to receive grants of Stock
Options under this Plan.

6.       Grants of Stock Options

                  a. Grant. Subject to the express provisions of the Plan, the
         Stock option Committee, in its sole and absolute discretion, may grant
         Stock Options:

                           (i) In the case of grants to Eligible Participants
                  who are officers or key employees of the Company or any
                  Subsidiary, for a number of Option Shares, at the price(s) and
                  time(s), and on the terms and conditions as it deems advisable
                  and specifies in the respective grants; provided that the
                  number of Option Shares outstanding to any such Eligible
                  Participant shall at no time exceed ten percent (10%) of the
                  total outstanding shares of the Company's Common Stock issued
                  and outstanding; and

                           (ii) In the case of grants to Eligible Participants
                  who are directors and who are not full-time officers or key
                  employees of the Company or any Subsidiary, for a number of
                  Option Shares, at the price(s) and time(s), and on the terms
                  and conditions as it deems advisable and specifies in the
                  respective grants; provided, however, that such grants may not
                  exceed a maximum of Two-Hundred Fifty Thousand (250,000)
                  Option Shares to all directors, exclusive of any Option Shares
                  granted under Section 6(a)(i) hereof; and provided further,
                  however, that the number of Option Shares outstanding to any
                  such Eligible Participant shall at no time exceed ten percent
                  (10%) of the total outstanding shares of the Company's Common
                  Stock issued and outstanding. The foregoing maximum numbers of
                  Option Shares which may be granted to all directors of the
                  Company shall be

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                  adjusted in accordance with the provisions of Section 15
                  hereof. Notwithstanding the provisions of Section 8(a) hereof,
                  Stock Options granted to Eligible Participants who are
                  directors of the Company or any Subsidiary and who are
                  otherwise not eligible to receive grants under the Plan by
                  reason of other positions they hold with the Company or any
                  Subsidiary shall become exercisable in not fewer than five (5)
                  equal annual installments.

                  The terms upon which and the times at which, or the periods
         within which, the Option Shares subject to such Stock Options may
         become acquired or such Stock Options may be acquired and exercised
         shall be as set forth in the Plan and the related Stock Option
         Agreements.

                  Subject to the limitations and restrictions set forth in the
         Plan, an Eligible Participant who has been granted a Stock Option may,
         if otherwise eligible, be granted additional Stock Options if the Stock
         Option Committee shall so determine. The Stock Option Committee shall
         designate in each grant of a Stock Option whether the Stock Option is
         an Incentive Stock Option or a Non-Qualified Stock Option.

                  b. Date of Grant and Rights of Optionee. The determination of
         the Stock Option Committee to grant a Stock Option shall not in any way
         constitute or be deemed to constitute an obligation of the Company, or
         a right of the Eligible Participant who is the proposed subject of the
         grant, and shall not constitute or be deemed to constitute the grant of
         a Stock Option hereunder unless and until both the Company and the
         Eligible Participant have executed and delivered to the other a Stock
         Option Agreement in the form then required by the Stock Option
         Committee as evidencing the grant of the Stock Option, together with
         such other instrument or instruments as may be required by the Stock
         Option Committee pursuant to this Plan; provided, however, that the
         Stock Option Committee may fix the date of grant as any date on or
         after the date of its final determination to grant the Stock Option (or
         if no such date is fixed, then the date of grant shall be the date on
         which the determination was finally made by the Stock Option Committee
         to grant the Stock Option), and such date shall be set forth in the
         Stock Option Agreement. The date of grant as so determined shall be
         deemed the date of grant of the Stock Option for purposes of this Plan.

                  c. Shareholder-Employees. A Stock Option granted hereunder to
         an Eligible Participant who is also an officer or key employee of the
         Company or any Subsidiary, who owns, directly or indirectly, at the
         date of the grant of the Stock Option, more than ten percent (10%) of
         the total combined voting power of all classes of capital stock of the
         Company or a Subsidiary (if permitted in accordance with the provisions
         of Section 5 herein) shall not qualify as an Incentive Stock Option
         unless: (i) the purchase price of the Option Shares subject to said
         Stock Option is at least one hundred ten percent (110%) of the Fair
         Market Value of the Option Shares, determined as of the date said Stock
         Option is granted; and (ii) the stock Option by its terms is not
         exercisable after five (5) years from the date that it is granted. The
         attribution rules of Section 424(d) of the Internal Revenue Code of
         1986, as amended, shall apply in the determination of indirect
         ownership of stock.

                  d. Maximum Value of Stock Options. No grant of Incentive Stock
         Options hereunder may be made when the aggregate Fair Market Value of
         Option Shares with respect to which Incentive Stock Options (pursuant
         to this Plan or any other Incentive Stock Option Plan of the Company or
         any Subsidiary) are exercisable for the first time by the Eligible
         Participant during any calendar year exceeds One Hundred Thousand
         Dollars ($100,000).

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                  e. Substituted Stock Options. If all of the outstanding shares
         of common stock of another corporation are changed into or exchanged
         solely for Common Stock in a transaction to which Section 424(a) of the
         Internal Revenue Code of 1986, as amended, applies, then, subject to
         the approval of the Board of Directors of the Company, Stock Options
         under the Plan may be substituted ("Substituted Options") in exchange
         for valid, unexercised and unexpired stock options of such other
         corporation. Substituted options shall qualify as Incentive Stock
         Options under the Plan, provided that (and to the extent) the stock
         options exchanged for the Substituted Options were Incentive Stock
         Options within the meaning of Section 422 of the Internal Revenue Code
         of 1986, as amended.

                  f. Non-Qualified Stock Options. Stock Options and Substituted
         Options granted by the Stock Option Committee shall be deemed
         Non-Qualified Stock Options under this Plan if they: (i) are designated
         at the time of grant as Incentive Stock Options but do not so qualify
         under the provisions of Section 422 of the Code or any regulations or
         rulings issued by the Internal Revenue Service for any reason; (ii) are
         not granted in accordance with the provisions of Section 6(c); (iii)
         are in excess of the fair market value limitations set forth in Section
         6(d); (iv) are granted to an Eligible Participant who is not an officer
         or key employee of the Company or any subsidiary; or (v) are designated
         at the time of grant as Non-Qualified Stock Options. Non-Qualified
         Stock Options granted or substituted hereunder shall be so designated
         in the Stock Option Agreement entered into between the Company and the
         Optionee.

7.      Stock Option Exercise Price

                  a. Minimum Price. The exercise price of any Option Shares
         shall be determined by the Stock Option Committee, in its sole and
         absolute discretion, upon the grant of a Stock Option. Except as
         provided elsewhere herein, said exercise price shall not be less than
         one hundred percent (100%) of the Fair Market Value of the Common Stock
         represented by the Option Shares on the date of grant of the related
         Stock Option.

                  b. Substituted Options. The exercise price of the Option
         Shares subject to each Substituted Option may be fixed at a price less
         than one hundred percent (100%) of the Fair Market Value of the Common
         Stock at the time such Substituted Option is granted if said exercise
         price has been computed to be not less than the exercise price set
         forth in the stock option of the other corporation for which it was
         exchanged immediately before substitution, with appropriate adjustment
         to reflect the exchange ratio of the shares of stock of the other
         corporation into the shares of Common Stock.

8.      Exercise of Stock options

                  a. Exercise. Except as otherwise provided elsewhere herein,
         each Stock Option shall be exercisable in such increments, which need
         not be equal, and upon such contingencies as the Stock Option Committee
         shall determine at the time of grant of the Stock Option; provided,
         however, that if an Optionee shall not in any given period exercise any
         part of a Stock Option which has become exercisable during that period,
         the Optionee's right to exercise such part of the Stock Option shall
         continue until expiration of the Stock Option or any part thereof as
         may be provided in the related Stock Option Agreement. No Stock Option
         or part thereof shall be exercisable except with respect to whole
         shares of Common Stock, and fractional share interests shall be
         disregarded except that they may be accumulated.

                  b. Prior Outstanding Incentive-Stock Options. Incentive Stock
         Options granted (or substituted) to an Optionee under the Plan may be
         exercisable while such Optionee has outstanding and unexercised any
         Incentive Stock Option previously granted

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         (or substituted) to him or her pursuant to this Plan or any other
         Incentive Stock Option Plan of the Company or any Subsidiary. An
         Incentive Stock option shall be treated as outstanding until it is
         exercised in full or expires by reason of lapse of time.

                  c. Notice and Payment. Stock Options granted hereunder shall
         be exercised by written notice delivered to the Company specifying the
         number of Option Shares with respect to which the Stock Option is being
         exercised, together with concurrent payment in full of the exercise
         price as hereinafter provided. If the Stock Option is being exercised
         by any person or persons other than the Optionee, said notice shall be
         accompanied by proof, satisfactory to the counsel for the Company, of
         the right of such person or persons to exercise the Stock Option. The
         Company's receipt of a notice of exercise without concurrent receipt of
         the full amount of the exercise price shall not be deemed an exercise
         of a Stock Option by an Optionee, and the Company shall have no
         obligation to an Optionee for any Option Shares unless and until full
         payment of the exercise price is received by the Company and all of the
         terms and provisions of the Plan and the related Stock Option Agreement
         have been fully complied with.

                  d. Payment of Exercise Price. The exercise price of any Option
         Shares purchased upon the proper exercise of a Stock Option shall be
         paid in full at the time of each exercise of a Stock Option in cash (or
         bank, cashier's or certified check) and/or, with the prior written
         approval of the Stock Option Committee at or before the time of
         exercise, in Common Stock of the Company which, when added to the cash
         payment, if any, which has an aggregate Fair Market Value equal to the
         full amount of the exercise price of the Stock Option, or part thereof,
         then being exercised. Payment by an Optionee as provided herein shall
         be made in full concurrently with the Optionee's notification to the
         Company of his intention to exercise all or part of a Stock Option. If
         all or any part of a payment is made in shares of Common Stock as
         heretofore provided, such payment shall be deemed to have been made
         only upon receipt by the Company of all required share certificates,
         and all stock powers and all other required transfer documents
         necessary to transfer the shares of Common Stock to the Company.
         Notwithstanding the above, payment in Common Stock of the Company will
         only be permitted if approved by the Commissioner of the Department of
         Financial Institutions.

                  e. Minimum Exercise. Not less than ten (10) Option Shares may
         be purchased at any one time upon exercise of a Stock Option unless the
         number of shares purchased is the total number which remains to be
         purchased under the Stock Option.

                  f. Compliance With Law. No shares of Common Stock shall be
         issued upon exercise of any Stock Option, and an Optionee shall have no
         right or claim to such shares, unless and until: (i) payment in full as
         provided hereinabove has been received by the Company; (ii) in the
         opinion of the counsel for the Company, all applicable requirements of
         law and of regulatory bodies having jurisdiction over such issuance and
         delivery have been fully complied with; and (iii) if required by
         federal or state law or regulation, the Optionee shall have paid to the
         Company the amount, if any, required to be withheld on the amount
         deemed to be compensation to the Optionee as a result of the exercise
         of his or her Stock Option, or made other arrangements satisfactory to
         the Company, in its sole discretion, to satisfy applicable income tax
         withholding requirements.

                  g. Acceleration Upon Reorganization. Notwithstanding any
         provision in any Stock Option Agreement pertaining to the time of
         exercise of a Stock Option, or part thereof, upon adoption by the
         requisite holders of the outstanding shares of Common Stock of any plan
         of dissolution, liquidation, reorganization, merger, consolidation or
         sale of all or substantially all of the assets of the Company to
         another corporation which would, upon consummation, result in
         termination of a Stock Option in accordance with

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         Section 16 hereof, all Stock Options previously granted shall become
         immediately exercisable, whether or not vested under the Plan or Stock
         Option Agreement, as to all unexercised Option Shares for such period
         of time as may be determined by the Stock Option Committee, but in any
         event not less than thirty (30) days, on the condition that the
         terminating event described in Section 16 hereof is consummated. If
         such terminating event is not consummated or if the surviving entity
         (successor entity) assumes such obligation or gives appropriate
         substitution thereof, Stock Options granted pursuant to the Plan shall
         be exercisable in accordance with the terms of their respective Stock
         Option Agreements.

9.       Nontransferability of Stock Options

         Each Stock Option shall, by its terms, be non-transferable by the
Optionee other than by will or the laws of descent and distribution, and shall
be exercisable during the Optionee's lifetime only by the optionee.

10.      Continuation of Affiliation

         Nothing contained in this Plan (or in any Stock Option Agreement) shall
obligate the Company or any Subsidiary to employ or continue to employ or remain
affiliated with any Optionee or any Eligible Participant for any period of time
or interfere in any way with the right of the Company or a Subsidiary to reduce
or increase the Optionee's or Eligible Participant's compensation.

11.      Cessation of Affiliation

         Except as provided in Section 12 hereof, if, for any reason other than
disability or death, an Optionee ceases to be employed by or affiliated with the
Company or a Subsidiary, the Stock Options granted to such Optionee shall expire
on the expiration dates specified for said Stock Options at the time of their
grant, or ninety (90) days after the optionee ceases to be so employed or
affiliated, whichever is earlier. During such period after cessation of
employment or affiliation, such Stock Options shall be exercisable only as to
those increments, if any, which had become exercisable as of the date on which
such Optionee ceased to be employed by or affiliated with the Company or the
Subsidiary, and any Stock Options or increments which had not become exercisable
as of such date shall expire automatically on such date.

12.      Termination for Cause

         If the Stock Option Agreement so provides and if an Optionee's
employment by or affiliation with the Company or a Subsidiary is terminated for
cause, the Stock Options granted to such Optionee shall automatically expire and
terminate in their entirety immediately upon such termination; provided,
however, that the Stock Option Committee may, in its sole discretion, within
thirty (30) days of such termination, reinstate such Stock Options by giving
written notice of such reinstatement to the Optionee. In the event of such
reinstatement, the Optionee may exercise the Stock Options only to such extent,
for such time, and upon such terms and conditions as if the Optionee had ceased
to be employed by or affiliated with the Company or a Subsidiary upon the date
of such termination for a reason other than cause, disability or death.
Termination for cause shall include, but shall not be limited to, termination
for malfeasance or gross misfeasance in the performance of duties or conviction
of illegal activity in connection therewith and, in any event, the determination
of the Stock option Committee with respect thereto shall be final and
conclusive.

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13.      Death of Optionee

         If an Optionee dies while employed by or affiliated with the Company or
a Subsidiary, or during the ninety (90)-day period referred to in Section 11
hereof, the Stock Options granted to such Optionee shall expire on the
expiration dates specified for said Stock Options at the time of their grant, or
one (1) year after the date of such death, whichever is earlier. After such
death, but before such expiration, subject to the terms and provisions of the
Plan and the related Stock Option Agreements, the person or persons to whom such
Optionee's rights under the Stock Options shall have passed by will or by the
applicable laws of descent and distribution, or the executor or administrator of
the Optionee's estate, shall have the right to exercise such Stock Options to
the extent that increments, if any, had become exercisable as of the date on
which the Optionee died.

14.      Disability of Optionee

         If an Optionee is disabled while employed by or affiliated with the
Company or a Subsidiary or during the ninety (90)-day period referred to in
Section 11 hereof, the Stock Options granted to such Optionee shall expire on
the expiration dates specified for said Stock Options at the time of their
grant, or one (1) year after the date such disability occurred, whichever is
earlier. After such disability occurs, but before such expiration, the Optionee
or the guardian or conservator of the Optionee's estate, as duly appointed by a
court of competent jurisdiction, shall have the right to exercise such Stock
Options to the extent that increments, if any, had become exercisable as of the
date on which the Optionee became disabled or ceased to be employed by or
affiliated with the Company or a Subsidiary as a result of the disability. An
Optionee shall be deemed to be "disabled" if it shall appear to the Stock Option
Committee, upon written certification delivered to the Company of a qualified
licensed physician, that the Optionee has become permanently and totally unable
to engage in any substantial gainful activity by reason of a medically
determinable physical or mental impairment which can be expected to result in
the Optionee's death, or which has lasted or can be expected to last for a
continuous period of not less than 12 months.

15.      Adjustment Upon Changes in Capitalization

         If the outstanding shares of Common Stock of the Company are increased,
decreased, or changed into or exchanged for a different number or kind of shares
or securities of the Company, through a reorganization, merger,
recapitalization, reclassification, stock split, stock dividend, stock
consolidation, or otherwise, without consideration to the Company, an
appropriate and proportionate adjustment shall be made in the number and kind of
shares as to which Stock Options may be granted. A corresponding adjustment
changing the number or kind of Option Shares and the exercise prices per share
allocated to unexercised Stock Options, or portions thereof, which shall have
been granted prior to any such change, shall likewise be made. Such adjustments
shall be made without change in the total price applicable to the unexercised
portion of the Stock Option, but with a corresponding adjustment in the price
for each Option Share subject to the Stock Option. Adjustments under this
Section shall be made by the Stock Option Committee, whose determination as to
what adjustments shall be made, and the extent thereof, shall be final and
conclusive. No fractional shares of stock shall be issued or made available
under the Plan on account of such adjustments, and fractional share interests
shall be disregarded, except that they may be accumulated.

16.      Terminating Events

         Upon consummation of a plan of dissolution or liquidation of the
Company, or upon consummation of a plan of reorganization, merger or
consolidation of the Company with one or more corporations, as a result of which
the Company is not the surviving entity, or upon the sale

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of all or substantially all the assets of the Company to another corporation,
the Plan shall automatically terminate and all Stock Options theretofore granted
shall be terminated, unless provision is made in connection with such
transaction for assumption of Stock Options theretofore granted (in which case
such Stock Options shall be converted into Stock Options for a like number and
kind for shares of the surviving entity), or substitution for such Stock Options
with new stock options covering stock of a successor employer corporation, or a
parent or subsidiary corporation thereof, solely at the discretion of such
successor corporation, or parent or subsidiary corporation, with appropriate
adjustments as to number and kind of shares and prices.

17.      Amendment and Termination

         The Board of Directors of the Company may at any time and from time to
time suspend, amend, or terminate the Plan and may, with the consent of an
Optionee, make such modifications of the terms and conditions of that Optionee's
Stock Option as it shall deem advisable; provided that, except as permitted
under the provisions of Section 15 hereof, no amendment or modification may be
adopted without the Company having first obtained the approval of the holders of
a majority of the Company's outstanding shares of Common Stock present, or
represented, and entitled to vote at a duly held meeting of shareholders of the
Company, or by written consent, if the amendment or modification would:

                  (a) materially increase the number of securities which may be
         issued under the Plan;

                  (b) materially increase the number of securities which may be
         issued at any time under the Plan to all directors who are not also
         officers or key employees of the Company or any Subsidiary;

                  (c) materially modify the requirements as to eligibility for
         participation in the Plan;

                  (d) increase or decrease the exercise price of any Stock
         Option granted under the Plan;

                  (e) increase the maximum term of Stock Options provided for
         herein;

                  (f) permit Stock Options to be granted to any person who is
         not an Eligible Participant; or

                  (g) change any provision of the Plan which would affect the
         qualification as an Incentive Stock Option under the Internal Revenue
         laws then applicable of any Stock Option granted as an Incentive Stock
         Option under the Plan.

         No Stock Option may be granted during any suspension of the Plan or
after termination of the Plan. Amendment, suspension, or termination of the Plan
shall not (except as otherwise provided in Section 15 hereof), without the
consent of the optionee, alter or impair any rights or obligations under any
Stock Option theretofore granted.

18.       Rights of Eligible Participants and Optionees

         No Eligible Participant, Optionee or other person shall have any claim
or right to be granted a Stock Option under this Plan, and neither this Plan nor
any action taken hereunder shall be deemed to give or be construed as giving any
Eligible Participant, Optionee or other person any right to be retained in the
employ of the Company or any Subsidiary. Without limiting the generality of the
foregoing, no person shall have any rights as a result of his or her
classification

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as an Eligible Participant or optionee, such classifications being made solely
to describe, define and limit those persons who are eligible for consideration
for privileges under the Plan.

19.      Privileges of Stock Ownership; Regulatory Law Compliance; Notice of
         Sale

         No Optionee shall be entitled to the privileges of stock ownership as
to any Option Shares not actually issued and delivered. No Option Shares may be
purchased upon the exercise of a Stock option unless and until all then
applicable requirements of all regulatory agencies having jurisdiction and all
applicable requirements of the securities exchanges upon which securities of the
Company are listed (if any) shall have been fully complied with. The Optionee
shall, not more than five (5) days after each sale or other disposition of
shares of Common Stock acquired pursuant to the exercise of Stock Options, give
the Company notice in writing of such sale or other disposition.

20.      Effective Date of the Plan

         The Plan shall be deemed adopted as of December 18, 2002 and shall be
effective immediately, subject to approval of the Plan by the holders of at
least a majority of the Company's outstanding shares of Common Stock represented
and voting at a meeting of shareholders.

21.      Termination

         Unless previously terminated as aforesaid, the Plan shall terminate ten
(10) years from the earliest date of: (i) adoption of the Plan by the Board of
Directors of the Company; or (ii) approval of the Plan by holders of at least a
majority of the outstanding shares of Common Stock. No Stock Options shall be
granted under the Plan thereafter, but such termination shall not affect any
Stock Option theretofore granted.

22.      Option Agreement

         Each Stock Option granted under the Plan shall be evidenced by a
written Stock Option Agreement executed by the Company and the optionee, and
shall contain each of the provisions and agreements herein specifically required
to be contained therein, and such other terms and conditions as are deemed
desirable by the Stock Option Committee and are not inconsistent with this Plan.

23.      Stock Option Period

         Each Stock Option and all rights and obligations thereunder shall
expire on such date as the Stock Option Committee may determine, but not later
than ten (10) years from the date such Stock Option is granted, and shall be
subject to earlier termination as provided elsewhere in this Plan.

24.      Exculpation and Indemnification of Stock Option Committee

         The present, former and future members of the Stock Option Committee,
and each of them, who is or was a director, officer or employee of the Company
shall be indemnified by the Company to the extent authorized in and permitted by
the Company's Articles of Incorporation, and/or Bylaws in connection with all
actions, suits and proceedings to which they or any of them may be a party by
reason of any act or omission of any member of the Stock Option Committee under
or in connection with the Plan or any Stock Option granted thereunder.

                                     - 11 -
<PAGE>

25.      Agreement and Representations of Optionee

                  Unless the shares of Common Stock covered by this Plan have
been registered with the Securities and Exchange Commission pursuant to the
registration requirements under the Securities Act of 1933, each Optionee shall:
(i) by and upon accepting a Stock Option, represent and agree in writing, in the
form of the letter attached hereto as Exhibit "A," for himself or herself and
his or her transferees by will or the laws of descent and distribution, that the
Option Shares will be acquired for investment purposes and not for resale or
distribution; and (ii) by and upon the exercise of a Stock Option, or a part
thereof, furnish evidence satisfactory to counsel for the Company, including
written and signed representations in the form of the letter attached hereto as
Exhibit "B," to the effect that the Option Shares are being acquired for
investment purposes and not for resale or distribution, and that the Option
Shares being acquired shall not be sold or otherwise transferred by the Optionee
except in compliance with the registration provisions under the Securities Act
of 1933, as amended, or an applicable exemption therefrom. Furthermore, the
Company, at its sole discretion, to assure itself that any sale or distribution
by the Optionee complies with this Plan and any applicable federal or state
securities laws, may take all reasonable steps, including placing stop transfer
instructions with the Company's transfer agent prohibiting transfers in
violation of the Plan and affixing the following legend (and/or such other
legend or legends as the Stock Option Committee shall require) on certificates
evidencing the shares:

                  "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD,
                  PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR OFFERED FOR
                  SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
                  WITH RESPECT TO THEM UNDER THE ACT OR A WRITTEN OPINION OF
                  COUNSEL FOR THE HOLDER THEREOF, WHICH OPINION SHALL BE
                  ACCEPTABLE TO SOUTHWEST COMMUNITY BANCORP, THAT REGISTRATION
                  IS NOT REQUIRED."

At any time that an Optionee contemplates the disposition of any of the Option
Shares (whether by sale, exchange, gift or other form of transfer), he or she
shall first notify the Company of such proposed disposition and shall thereafter
cooperate with the Company in complying with all applicable requirements of law
which, in the opinion of counsel for the Company, must be satisfied prior to the
making of such disposition. Before consummating such disposition, the Optionee
shall provide to the Company an opinion of Optionee's counsel, at the Company's
expense, of which both such opinion and such counsel shall be satisfactory to
the Company, that such disposition will not result in a violation of any state
or federal securities laws or regulations. The Company shall remove any legend
affixed to certificates for Option Shares pursuant to this Section if and when
all of the restrictions on the transfer of the Option Shares, whether imposed by
this Plan or federal or state law, have terminated.

26.      Notices

         All notices and demands of any kind which the Stock Option Committee,
any Optionee, Eligible Participant, or other person may be required or desires
to give under the terms of this Plan shall be in writing and shall be delivered
in hand to the person or persons to whom addressed (in the case of the Stock
Option Committee, with the Chief Executive Officer, Cashier or Secretary of the
Company), by leaving a copy of such notice or demand at the address of such
person or persons as may be reflected in the records of the Company, or by
mailing a copy thereof, properly addressed as above, by certified or registered
mail, postage prepaid, with return receipt requested. Delivery by mail shall be
deemed made upon receipt by the notifying party of the return receipt request
acknowledging receipt of the notice or demand.

                                     - 12 -
<PAGE>

27.      Limitation on Obligations of the Company

         All obligations of the Company arising under or as a result of this
Plan or Stock Options granted hereunder shall constitute the general unsecured
obligations of the Company, and not of the Board of Directors of the Company,
any member thereof, the Stock Option Committee, any member thereof, any officer
of the Company, or any other person or any Subsidiary, and none of the
foregoing, except the Company, shall be liable for any debt, obligation, cost or
expense hereunder.

28.      Limitation of Rights

         The Stock Option Committee, in its sole and absolute discretion, is
entitled to determine who, if anyone, is an Eligible Participant under this
Plan, and which, if any, Eligible Participant shall receive any grant of a Stock
Option. No oral or written agreement by any person on behalf of the Company
relating to this Plan or any Stock Option granted hereunder is authorized, and
such may not bind the Company or the Stock Option Committee to grant any Stock
Option to any person.

29.      Severability

         If any provision of this Plan as applied to any person or to any
circumstance shall be adjudged by a court of competent jurisdiction to be void,
invalid, or unenforceable, the same shall in no way affect any other provision
hereof, the application of any such provision in any other circumstances, or the
validity or enforceability hereof.

30.      Construction

         Where the context or construction requires, all words applied in the
plural herein shall be deemed to have been used in the singular and vice versa,
and the masculine gender shall include the feminine and the neuter and vice
versa.

31.      Headings

         The headings of the several sections herein are inserted solely for
convenience of reference and are not intended to form a part of and are not
intended to govern, limit or aid in the construction of any term or provision
hereof.

32.      Successors

         This Plan shall be binding upon the respective successors, assigns,
heirs, executors, administrators, guardians and personal representatives of the
Company and Optionees.

33.      Governing Law

         To the extent not governed by the laws of the United States, this Plan
shall be governed by and construed in accordance with the laws of the State of
California.

34.      Conflict

         In the event of any conflict between the terms and provisions of this
Plan, and any other document, agreement or instrument, including, without
meaning any limitation, any Stock Option Agreement, the terms and provisions of
this Plan shall control.

                                     - 13 -
<PAGE>

                                * * * * * * * * *
                       SECRETARY'S CERTIFICATE OF ADOPTION

I, the undersigned, do hereby certify:

                  1. That I am the duly elected or appointed and acting
         Secretary of Southwest Community Bancorp; and

                  2. That the foregoing Southwest Community Bancorp 2002 Stock
         Option Plan was duly adopted by the Board of Directors of Southwest
         Community Bancorp as the 2002 Stock Option Plan for the Company at a
         meeting duly called as required by law and convened on the 18th day of
         December, 2002.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 12th day of
February, 2003.

                                                         /s/Paul M. Weil
                                                         ---------------
                                                         Paul M. Weil, Secretary

                                     - 14 -
<PAGE>

                           SECRETARY'S CERTIFICATE OF
                              SHAREHOLDER APPROVAL

I, the undersigned, do hereby certify:

                  1. That I am the duly elected or appointed and acting
         Secretary of Southwest Community Bancorp; and

                  2. That the Southwest Community Bancorp 2002 Stock Option Plan
         was duly adopted by the affirmative vote of the holders of at least a
         majority of the outstanding shares of the Company's Common Stock at a
         meeting of the shareholders duly called and noticed as required by law
         and convened on the 19TH day of March, 2003 (the "Meeting").

IN WITNESS WHEREOF, I have hereunto subscribed my name this 19th day of March,
2003.

                                                         /s/Paul M. Weil
                                                         ---------------
                                                         Paul M. Weil, Secretary

                                     - 15 -
<PAGE>

                                   EXHIBIT "A"

                                     ____'2

Southwest Community Bancorp
5810 El Camino Real
Carlsbad, California 92008

Gentlemen:

         On this _____ day of _____, 2 _____, the undersigned has received,
pursuant to the Southwest Community Bancorp 2002 Stock Option Plan (the "Plan")
and the Stock Option Agreement (the "Agreement") by and between Southwest
Community Bancorp (the "Corporation") and the undersigned, dated ____, 2____ an
option to purchase ____________shares of the common stock, no par value, of the
Corporation (the "Stock").

         In consideration of the grant of such option by the Corporation:

         1. I hereby represent and warrant to you that the Stock to be acquired
pursuant to the option will be acquired by me in good faith and for my own
personal account, and not with a view to distributing the Stock to others or
otherwise reselling the stock in violation of the Securities Act of 1933, as
amended, or the rules and regulations promulgated thereunder.

         2. I hereby acknowledge and agree that: (a) the Stock to be acquired by
me pursuant to the Plan has not been registered and that there is no obligation
on the part of Corporation to register such Stock under the Securities Act of
1933, as amended, and the rules and regulations thereunder; and (b) the Stock to
be acquired by me will not be freely tradeable unless the Stock is either
registered under the Securities Act of 1933, as amended, or the holder presents
a legal opinion acceptable to the Corporation that the transfer will not violate
the federal securities laws.

         3. I understand that the Corporation is relying upon the truth and
accuracy of the representations and agreements contained herein in determining
to grant such options to me and upon subsequently issuing any Stock pursuant to
the Plan without the Corporation first registering the same under the Securities
Act of 1933, as amended.

         4. I understand that the certificate evidencing the Stock to be issued
pursuant to the Plan will contain a legend upon the face thereof to the effect
that the Stock is not registered under the Securities Act of 1933 and that stop
transfer orders will be placed against the shares with the Corporation's
transfer agent.

         5. In further consideration for the grant of an option to purchase
Stock of Corporation, the undersigned hereby agrees to indemnify you and hold
you harmless against all liability, cost, or expenses (including reasonable
attorney's fees) arising out of or as a result of any distribution or resale of
shares of Stock issued by the undersigned in violation of the securities laws.
The agreements contained herein shall inure to the benefit of and be binding
upon the respective legal representatives, successors and assigns of the
undersigned and the Corporation.

<PAGE>

                                 Very truly yours,

                                 ____________________________
                                 (Signature)

                                 ____________________________
                                 (Type or Print Name)

<PAGE>

                                   EXHIBIT "B"

                             ______________, 2______

Southwest Community Bancorp
5810 El Camino Real
Carlsbad, California 92008

Gentlemen:

         On this _____day of ______, 2_________, the undersigned has acquired,
pursuant to the Southwest Community Bancorp 2002 Stock Option Plan (the "Plan")
and the Stock Option Agreement (the "Agreement") by and between Southwest
Community Bancorp (the "Corporation") and the undersigned, dated _________, 2
_________,_________ (_____) shares of the Common Stock, no par value, of the
Corporation (the "Stock"). In consideration of the issuance by the Corporation
to the undersigned of said shares of its Common Stock:

         1. I hereby represent and warrant to you that the Stock is being
acquired by me in good faith for my own personal account, and not with a view to
distributing the Stock to others or otherwise reselling the Stock in violation
of the Securities Act of 1933, as amended, or the rules and regulations
promulgated thereunder.

         2. I hereby acknowledge and agree that: (a) the Stock being acquired by
me pursuant to the Plan has not been registered and that there is no obligation
on the part of the Corporation to register such Stock under the Securities Act
of 1933, as amended, and the rules and regulations promulgated thereunder; and
(b) the Stock being acquired by me is not freely tradeable and must be held by
me for investment purposes unless the Stock is either registered under the
Securities Act of 1933 or transferred pursuant to an exemption from such
registration, as accorded by the Securities Act of 1933 and under the rules and
regulations promulgated thereunder. I further represent and acknowledge that I
have been informed by legal counsel in connection with said Plan of the
restrictions on my ability to transfer the Stock and that I understand the scope
and effect of those restrictions.

         3. I understand that the effects of the above representations are the
following: (i) that the undersigned does not presently intend to sell or
otherwise dispose of all or any part of the shares of the Stock to any person or
entity except in compliance with the terms described above, in the Plan and in
the Agreement; and (ii) that the Corporation is relying upon the truth and
accuracy of the representations and agreements contained herein in issuing said
shares of the Stock to me without first registering the same under the
Securities Act of 1933, as amended.

         4. I hereby agree that the certificate evidencing the Stock may contain
the following legend stamped upon the face thereof to the effect that the Stock
is not registered under the Securities Act of 1933, as amended, and that the
Stock has been acquired pursuant to the representations and restrictions in this
letter, the Plan and in the Agreement:

         "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, PLEDGED,
         HYPOTHECATED OR OTHERWISE TRANSFERRED OR OFFERED FOR SALE IN THE
         ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THEM
         UNDER THE ACT OR A WRITTEN OPINION OF COUNSEL FOR THE

<PAGE>
         HOLDER THEREOF, WHICH OPINION SHALL BE ACCEPTABLE TO SOUTHWEST
         COMMUNITY BANCORP, THAT REGISTRATION IS NOT REQUIRED."

         5. I hereby agree and understand that the Corporation will place a stop
transfer notice with its stock transfer agent to ensure that the restrictions on
transfer described herein will be observed.

         6. In further consideration of the issuance of the Stock, the
undersigned does hereby agree to indemnify you and hold you harmless against all
liability, costs, or expenses (including reasonable attorney's fees) arising out
of or as a result of any distribution or resale by the undersigned of any of the
Stock. The Agreements contained herein shall inure to the benefit of and be
binding upon the respective legal representatives, successors and assigns of the
undersigned and the Corporation.

                                 Very truly yours,

                                 _________________________________
                                 (Signature)

                                 _________________________________
                                 (Type or Print Your Name)