EX 10-1 409A EMP SEC DEF COMP



EXHIBIT 10.1


IMPERIAL CAPITAL BANCORP 409A CONSOLIDATED

NONQUALIFIED (EMPLOYER SECURITIES ONLY)

2005 DEFERRED COMPENSATION PLAN


Imperial Capital Bancorp, Inc, a Delaware business corporation, has adopted the Imperial
Capital Bancorp 409A Consolidated Nonqualified (Employer Securities Only) 2005
Deferred Compensation Plan (the "Plan" or " 2005 ITLA Non-Qualified (Employer
Securities Only) Deferred Compensation Plan") effective as of January 1, 2005. The Plan
is an unfunded plan, hereby adopted, established and maintained by Imperial Capital
Bancorp, Inc. (the "Company") for the purpose of providing benefits for certain
individuals as provided herein. The Plan is intended to comply with the applicable
requirements of Section 409A of the Code and related guidance of general applicability
issued thereunder (together referred to herein as "Section 409A").


ARTICLE I



ELIGIBILITY TO PARTICIPATE


         1.1          Eligibility to Participate. For purposes of Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), the Plan is limited to a
select group of management or highly compensated employees, and shall at all times
remain unfunded.


         1.2         Designated Participants. A highly compensated employee of the Company
or its subsidiaries (which shall include for employment and compensation purposes all
other related employers of the Company under Section 414 of the Internal Revenue Code
of 1986, as amended (the "Code")) is eligible to become a Participant in the Plan. A
highly compensated employee of the Company or its subsidiaries shall be:


		a.	Any employee holding a title of Deputy Managing Director or greater; or
		b.	Any employee, who in the previous year earned commissions of two hundred
thousand dollars ($200,000.00) or greater from the Company or its subsidiaries.



Once an employee becomes a Participant, he or she shall remain a Participant until all
benefits to which he or she (or to the individual the Participant designates as his or her
"Designated Beneficiary" in such Participant's designation of beneficiary form) is entitled
to under the Plan have been paid. To the extent any employee's employment agreement
(as the same may be thereafter amended) differs from the terms of the Plan, the
employment agreement shall be the controlling document except that the Plan shall
control to the extent necessary to comply with Section 409A.


         1.3         Written Deferral Election. The individuals described in Section 1.2 shall be
eligible to participate in the Plan and may do so by filing a written deferral election with
the Company in a form approved by the Company. This form may set forth a minimum
annual deferral by the Participant. In the first year in which a Participant becomes eligible to participate in the Plan, the newly eligible Participant






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may make an election to defer
compensation for services to be performed subsequent to the election within thirty (30)
days after the date the person becomes eligible. For all other years, elections to defer
payment of compensation must be made before the beginning of the calendar year for
which the compensation is payable. In the event an individual may elect to defer all or a
portion of "performance-based compensation" (within the meaning of Section 409A)
based on services performed over a period of at least 12 months, provided that the
Participant performed services continuously from a date no later than the date upon which
the performance criteria are established through a date no earlier than the date upon which
the Participant makes an initial deferral election with respect to the applicable
performance-based compensation, such election shall be irrevocable and shall be made no
later than 6 months before the end of the performance-based compensation service period.
The written deferral election shall also set forth the individual's election regarding how
his Deferred Compensation Account shall be distributed in accordance with Section 3.1. 

         1.4         Deferred Compensation Account. For each individual electing to
participate in the Plan, the Company shall establish and maintain a Deferred
Compensation Account. The amount of each Participant's deferred compensation shall be
credited to his or her Deferred Compensation Account no later than the end of the month
following the month in which the compensation would otherwise have been paid to the
Participant. The Participant's Deferred Compensation Account shall be invested solely in
Imperial Capital Bancorp, Inc. stock. The Deferred Compensation Account shall be
reduced for any distributions and withdrawals made under the Plan to a Participant or his
or her Designated Beneficiary including tax withholdings. The Participant's Deferred
Compensation Account shall be increased by the amount of any Company-initiated
transfer accepted on behalf of the Plan pursuant to Section 6.13 hereof. Any Participant to
whom an amount is credited under the Plan shall be deemed a general, unsecured creditor
of the Company.


         1.5         Amount of Deferrals. Each Participant may defer all or any portion of the
compensation otherwise payable to him or her by the Company for the calendar year
beginning after the date of said election (or for the remaining portion of the first year of
participation) as specified in said written election to the Company, and the amounts so
deferred by a Participant shall be distributed only as provided in the Plan. In no event
shall the amount of compensation deferred by a Participant under the Plan and the Non-Employer Securities 2005 Deferred Compensation Plan exceed the amount needed to
satisfy employment tax and other required payroll withholdings. A Participant may
change the amount of, or suspend, future deferrals with respect to compensation
otherwise payable to him or her for calendar years beginning after the date of change or
suspension as specified by written notice to the Company. If a Participant elects to
suspend deferrals, the Participant may make a new election to again become a Participant
in the Plan. Any new election to defer payment of compensation must be made before the
beginning of the next calendar year for which the compensation is payable and shall apply
to compensation otherwise payable in that next calendar year. The 




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election to defer shall
be irrevocable as to the deferred compensation for the calendar year for which the
election is made. In no event may a Participant suspend or change the amount of deferrals
for a calendar year once the calendar year has commenced. 

ARTICLE II



DEFERRED COMPENSATION


         2.1         Contributions to, Investments by, and Withdrawals from Trust. Within
thirty (30) days after each calendar month, the Company shall transfer into the Imperial
Capital Bancorp Rabbi Trust (the "Trust") an amount in cash or a number of shares of
Imperial Capital Bancorp, Inc. stock (based upon the closing sale price as of the most
recent trading day preceding the contribution date) equal to the total amount of all
Participant deferrals under the Plan for the preceding calendar month. All cash
contributions to the Trust shall, as soon as practicable, be invested solely in Imperial
Capital Bancorp, Inc. stock. All cash dividends received on shares of Imperial Capital
Bancorp, Inc. stock held by the Trust shall be reinvested in Imperial Capital Bancorp, Inc.
stock (other than cash representing fractional interests). To satisfy tax and other
withholding obligations of the Company relating to a Participant's Deferred
Compensation Account under the Plan, the Trust shall timely deliver to the Company a
sufficient number of shares of Imperial Capital Bancorp, Inc. stock from a Participant's
Deferred Compensation Account (based upon the closing sale price on the most recent
trading day prior to the date of delivery) equal to withholding obligation, and the
Participant's Deferred Compensation Account shall be reduced by such number of shares
so delivered. 


ARTICLE III



DISTRIBUTION


         3.1         Distribution of Deferred Compensation Accounts. On the first day of the
month next following the date on which a Participant's experiences a "Separation from
Service" (as that phrase is defined by Section 409A) for any reason including death,
distribution of the Participant's Deferred Compensation Account in accordance with the
Plan shall commence in accordance with one of the alternatives set forth below as
selected by the Participant. Notwithstanding the preceding sentence, if the Participant is a
"specified employee" (within the meaning of Section 409A, and assuming for this
purpose that the "identification date" is December 31) then (a) the Participant's
distribution (or initial distribution) shall occur on the first day of the month next
following the six month anniversary of the date of the Participant's Separation from
Service, if such termination of employment occurs for any reason other than the
Participant's death or becoming disabled (as that term is defined in Code Section
409A(a)(2)(C)) (the "Delayed Distribution Date"), and (b) in the event the Participant
elected to receive his Deferred Compensation Account in installments, subsequent
distributions shall be made on the first day of the month next following the anniversary
date of the Participant's Separation from Service. A Participant's initial selection of the
method of distribution shall be made in writing at the time




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the Participant first elects to defer compensation under the Plan for any given calendar year. Any such selection may be subsequently changed by a Participant by delivering a new written election to the
Company (such new written election shall automatically revoke any prior written
election). However, except as may otherwise be provided in Section 409A, (1) any such
change in the method of distribution shall not take effect until at least twelve months after
the date the election is made, (2) in the case of an election made in relation to a payment
to be made at a specific time or pursuant to a fixed schedule (i.e., in installments), the
election may not be made less than 12 months prior to the date of the first scheduled
payment, and (3) payment of the amount with respect to which the form of distribution is
being changed shall commence upon the fifth anniversary of the date the such payment
otherwise would have been paid (except for payments made pursuant to Section 3.2 or
Section 3.3). The alternative forms of distribution shall be: 

		a)         a single lump sum distribution of the Participant's Deferred
Compensation Account at the time of his Separation from Service, or the
Delayed Distribution Date, if applicable;

b)         five annual installments with the first installment (1/5 of the Participant's
Deferred Compensation Account) being distributed on the first day of the month
next following the Participant's Separation from Service, or the Delayed
Distribution Date, if applicable and subsequent annual installments being made
on each annual anniversary of the Participant's Separation from Service (e.g., 1/4
of the Participant's Deferred Compensation Account on the second distribution
date); or


c)         ten annual installments with the first installment (1/10 of the Participant's
Deferred Compensation Account) being distributed on the first day of the month
next following the Participant's Separation from Service, or the Delayed
Distribution Date, if applicable and subsequent annual installments being made
on each annual anniversary of the Participant's Separation from Service (e.g., 1/9
of the Participant's Deferred Compensation Account on the second distribution
date).



If at the time of distribution the Participant does not have in effect a valid election
regarding the form of distribution of his benefit, distribution shall be made in a single
lump sum payment. All distributions shall be made solely in shares of Imperial Capital
Bancorp, Inc. stock (except for cash in lieu of fractional share interests). All such
distributions from the Plan shall comply with all applicable federal and state securities
laws. All distributions under the Plan shall be less applicable tax and other required or
authorized withholdings. Notwithstanding the distribution election made by a Participant
and notwithstanding that distributions have commenced in installments, the distribution
of the Participant's total remaining Deferred Compensation Account shall be made in a
single lump sum upon a Change of Control or termination of the Plan.


         3.2         Participant's Death. If a Participant should die before full distribution of his
or her Deferred Compensation Account, such Participant's remaining Deferred
Compensation Account shall be distributed to 




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the Participant's Designated Beneficiary by
the method
designated by the Participant in his or her most recent effective written election, as determined under Section 3.1 hereunder. If a Participant has no Designated Beneficiary at the time of death, then, notwithstanding any provision herein to the
contrary, his or her remaining Deferred Compensation Account shall be distributed to
such Participant's estate in a single lump sum distribution as soon as administratively
feasible following such Participant's death withstanding the foregoing, distributions under
this Section 3.2 shall be made in a manner not inconsistent with Section 409A.

         3.3         Advance Distribution for Financial Hardship. In the event a Participant
incurs an Unforeseeable Financial Emergency, such Participant may make a written
request to the Company for a withdrawal from his or her Deferred Compensation Account
established under the Plan. The amount of the withdrawal will be net of applicable tax
and other required or authorized withholdings. An "Unforeseeable Financial Emergency"
shall mean severe financial hardship to Participant resulting from (i) an illness or accident
of the Participant, the Participant's spouse or a of the Participant, (within the meaning of
Section 152(a) of the Code), (ii) a loss of the Participant's property due to casualty, or (iii)
other similar extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant. Withdrawals of amounts because of an
unforeseeable emergency are only permitted to the extent reasonably needed to satisfy the
emergency need, taking into account taxes reasonably anticipated as a result of the
distribution, after taking into account the extent to which such hardship is or may be
relieved through reimbursement by insurance or otherwise or by liquidation of the
Participant's assets (to the extent the liquidation of such assets would not itself cause
severe financial hardship). This Section shall be interpreted in a manner consistent with
Section 409A. The Compensation Committee of the Board of Directors of the Company
shall determine in its sole discretion whether an advance withdrawal shall be permitted
due to an Unforeseeable Financial Emergency. The Participant's Deferred Compensation
Account shall be reduced by the amount of any advance distribution for Unforeseeable
Financial Emergency, including withholdings.


         3.4         Change of Control Event. Upon a Change of Control Event, as defined in
Section 6.7 of the Plan, the Deferred Compensation Accounts of all Participants shall be
paid in a single lump sum distribution of shares of Imperial Capital Bancorp, Inc. stock as
soon as practicable to the Participants or to the Designated Beneficiaries of any deceased
Participants.


         3.5         Distribution for Tax Purposes. Anything herein to the contrary
notwithstanding, pay the Federal Income Contributions Act (FICA) tax imposed under
Code Sections 3101, 3121(a), and 3121(v)(2) on compensation deferred under the Plan
(the "FICA Amount"), plus (b) the income tax at source on wages imposed under Code
Section 3401 on the FICA Amount, plus (c) the additional income tax at source on wages
attributable to the pyramiding Code Section 3401 wages and taxes. In no event shall the
amount distributable under the preceding sentence exceed the aggregate of the FICA
Amount and the income tax withholding related to such FICA Amount. The cash
distribution shall be made from the Trust 




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to the Company to satisfy the withholding tax
obligation and the Participant's Deferred Compensation Account shall be reduced by the
amounts so withheld. The Compensation Committee shall also permit the distribution of
any other income or withholding taxes attributable to the Participant's benefit under the
Plan, to the extent permitted by Section 409A.

         3.6         Limitation on Distribution to Covered Employees. Notwithstanding any
other provision of the Plan, in the event that the Participant is a "covered employee" as
defined in Section 162(m)(3) of the Code, or would be a covered employee if the
Participant's Deferred Compensation Account were distributed in accordance with the
other provisions of Article III, the maximum amount (based upon the fair market value of
the shares of Imperial Capital Bancorp, Inc. stock distributed on the distribution date)
which may be distributed from the Participant's Deferred Compensation Account in any
Plan Year shall not exceed one million ($1,000,000) less the amount of compensation
paid by the Company to the Participant in such Plan Year which is not "performance-based" (as defined in Code Section 162(m)(4)(C)). The amount of compensation which is
not "performance-based" shall be reasonably determined by the Company at the time of
the proposed distribution. Any amount which is not distributed to the Participant in a Plan
Year as a result of the limitation set forth in this Section 3.6 shall be distributed to the
Participant as soon as possible after the Company reasonably anticipates that the
deduction of the payment will not be limited by Code Section 162(m) or the calendar year
in which the Participant experiences a Separation from Service. . The provisions of this
Section 3.6 shall not apply if the Compensation Committee of the Board of Directors of
the Company, upon consultation with legal counsel, determines that the restrictions of
Code Section 162(m) do not apply to the limit the deductibility of distributions made
under the Plan (or otherwise by the Company) to the Participant. The limitation set forth
in this Section 3.6 shall be applied taking into account the requirements of Section 409A. 


ARTICLE IV



AMENDMENT AND TERMINATION OF PLAN


         4.1         Amendment or Termination. The Company intends the Plan to remain in
existence until all Participants in the Plan have received all of their benefits payable under
the Plan. The Company, however, reserves the right to amend or terminate the Plan when,
in the sole opinion of the Company, such amendment or termination is advisable. Any
such amendment or termination shall be made pursuant to a resolution of the
Compensation Committee of the Board of Directors of the Company. No amendment or
termination of the Plan shall reduce the number of shares of Imperial Capital Bancorp,
Inc. stock credited to the Participant's Deferred Compensation Account below the balance
immediately prior to the effective date of the resolution amending or terminating the Plan
or delay the distribution date for the Participant's Deferred Compensation Account. The
ability of the Company to amend or terminate the Plan and distribute benefits in
accordance with such amendment or termination shall be subject to and limited by
Section 409A. Accordingly, unless Section 409A provides otherwise, the Plan may be
terminated only if: (a) all arrangements sponsored by the Company that are required to be
aggregated with this Plan under Section 409A are terminated; (b) no




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payments other than
payments that would be payable under the terms of the Plan or an aggregated plan if the
termination had not occurred are made within 12 months of the termination of the
arrangements; (c) all payments are made within 24 months of the termination of the Plan
and related arrangements; and (d) the Company does not adopt a new arrangement that
would be required to be aggregated with this Plan under Section 409A if the same
Participant participated in both arrangements, within five years of the termination of the
Plan.

         4.2         Distribution on Termination. Subject to Section 4.1, upon termination of
the Plan, the Deferred Compensation Accounts of all Participants shall be paid in kind, in
a single lump sum distribution, as soon as practicable following the effective date of the
Plan termination.


ARTICLE V



CLAIMS PROCEDURE


         5.1         Claims Procedure. An initial claim for benefits under the Plan must be
made by the Participant or his or her Designated Beneficiary to the Claims Reviewer
which shall be the Compensation Committee of the Board of Directors of the Company
(unless another person or organizational unit is designated by the Company as Claims
Reviewer), in accordance with the terms of this Claims Procedure. Not later than 90 days
after receipt of such a claim, the Claims Reviewer will render a written decision on the
claim to the claimant, unless special circumstances require the extension of such 90-day
period. If such extension is necessary, the Claims Reviewer shall provide the Participant
or his or her Designated Beneficiary with written notification of such extension before the
expiration of the initial 90-day period. Such notice shall specify the reason or reasons for
such extension and the date by which the final decision can be expected. In no event shall
such extension exceed a period of 90 days from the end of the initial 90-day period. In the
event the Claims Reviewer denies the claim of a Participant or his or her Designated
Beneficiary in whole or in part, the Claims Reviewer's written notification shall specify,
in a manner calculated to be understood by the claimant, the reason for the denial; a
reference to the Plan or other document or form that is the basis for the denial; a
description of any additional material or information necessary for the claimant to perfect
the claim; an explanation as to why such information or material is necessary; and an
explanation of the applicable claims procedure. Should the claim be denied in whole or in
part and should the claimant be dissatisfied with the Claim's Reviewer's disposition of the
claimant's claim, the claimant may have a full and fair review of the claim by the
Company upon written request therefor submitted by the claimant or the claimant's duly
authorized representative and received by the Company within 60 days after the claimant
receives written notification that the claimant's claim has been denied. In connection with
such review, the claimant or the claimant's duly authorized representative shall be entitled
to review pertinent documents and submit the claimant's views as to the issues in writing.
The Company shall act to deny or accept the claim within 60 days after receipt of the
claimant's written request for review unless special circumstances require the extension of
such 60-day period. If such extension is necessary, the Company shall provide the
claimant with written




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notification of such extension before the expiration of such initial 60-day period. In all events, the Company shall act to deny or accept the claim within 120
days of the receipt of the claimant's written request for review. The action of the
Company shall be in the form of a written notice to the claimant and its contents shall
include all of the requirements for action on the original claim. In no event may a
claimant commence legal action for benefits the claimant believes are due the claimant
until the claimant has exhausted all of the remedies and procedures afforded the claimant
by this Article V.

ARTICLE VI



ADMINISTRATION


         6.1         Unsecured Claims. The right of a Participant or a Participant's Designated
Beneficiary to receive a distribution hereunder shall be an unsecured claim against the
general assets of the Company, and neither a Participant nor his or her Designated
Beneficiary shall have any rights in or against any amount credited to any Deferred
Compensation Account under the Plan or any other assets of the Company. The Plan at
all times shall be considered entirely unfunded both for tax purposes and for purposes of
Title I of ERISA, as amended. Any assets or investments hereunder shall continue for all
purposes to be part of the general assets of the Company and available to its general
creditors in the event of bankruptcy or insolvency. Deferred Compensation Accounts
under the Plan and any benefits which may be distributable pursuant to the Plan are not
subject in any manner to anticipation, sale, alienation, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors of the Participant or a Participant's
Designated Beneficiary. The Plan constitutes a mere unsecured promise by the Company
to make benefit distributions in the future. No interest or right to receive a benefit may be
taken, either voluntarily or involuntarily, for the satisfaction of the debts of, or other
obligations or claims against, such person or entity, including claims for alimony,
support, separate maintenance and claims in bankruptcy proceedings. 


         6.2         Plan Administration. The Plan shall be administered by the Compensation
Committee of the Board of Directors of the Company, which shall have the authority,
duty and power to interpret and construe the provisions of the Plan as the Compensation
Committee deems appropriate including the authority to determine eligibility for benefits
under the Plan. The Compensation Committee shall have the duty and responsibility of
maintaining records, making the requisite calculations and disbursing benefits hereunder.
The interpretations, determinations, regulations and calculations of the Compensation
Committee shall be final and binding on all persons and parties concerned. The
Compensation Committee may delegate any of its duties of Plan Administration to such
employees or other persons as it deems appropriate. The Plan shall also be administered
and interpreted in a manner consistent with Section 409A .


         6.3         Expenses. Expenses of administration shall be paid by the Company. The
Compensation Committee of the Board of Directors of the Company shall be entitled to
rely on all tables, certificates, opinions, data and reports furnished by any accountant,
controller, counsel or other person employed or retained by the Company with respect to
the Plan.





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         6.4         Statements. The Compensation Committee of the Board of Directors of the
Company shall furnish individual annual or more frequent statements to each Participant,
or each Designated Beneficiary currently receiving benefits, in such form as determined
by the Compensation Committee or as required by law. The Compensation Committee
may delegate the duty to provide such statements to the trustee of the Trust.


         6.5         No Enlargement of Rights. The sole rights of a Participant or Designated
Beneficiary under the Plan shall be to have the Plan administered according to its
provisions, to receive whatever benefits he or she may be entitled to hereunder, and
nothing in the Plan shall be interpreted as a guaranty that any assets or funds in any trust
which may be established in connection with the Plan or assets of the Company will be
sufficient to pay any benefits hereunder. Further, the adoption and maintenance of the
Plan shall not be construed as creating any contract of employment between the Company
and any Participant. The Plan shall not affect the right of the Company to deal with any
Participants in employment respects, including their hiring, discharge, compensation, and
conditions of employment.


         6.6         Rules and Procedures. The Company may from time to time establish rules
and procedures which it determines to be necessary for the proper administration of the
Plan and the benefits payable to an individual in the event that individual is declared
incompetent and a conservator or other person legally charged with that individual's care
is appointed. Except as otherwise provided herein, when the Company determines that
such individual is unable to manage his or her financial affairs, the Company may
distribute such individual's benefits to such conservator, person legally charged with such
individual's care, or institutions contributing toward or providing for the care and
maintenance of such individual. Any such distribution shall constitute a complete
discharge of any liability of the Company and the Plan to such individual.


         6.7         Change of Control. Notwithstanding any provision to the contrary, in the
event of the earliest Change of Control Event, as defined herein, Participants shall receive
their Deferred Compensation Accounts in a single lump sum payment as soon as
administratively feasible following the date of the Change of Control Event. The term
"Change of Control Event" shall mean (a) a "change in the ownership of the Company",
(b) a "change in the effective control of the Company", or (c) a "change in the ownership
of a substantial portion of the Company's assets", all within the meaning of Section 409A.
The preceding sentence shall be applied using the least restrictive interpretation of each
applicable Change in Control Event under Section 409A.


         6.8         Information. Each Participant shall keep the Company informed of his or
her current address and the current address of his or her Designated Beneficiary. The
Company shall not be obligated to search for any person. If such person is not located
within three (3) years after the date on which distribution of the Participant's benefits
payable under the Plan may first be made, distribution may be made as
though the Participant or his or her Designated Beneficiary had died at the end of such three-year
period.




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         6.9         Loss. Notwithstanding any provision herein to the contrary, neither the
Company nor any individual acting as an employee or agent of the Company including
the trustee of the Trust shall be liable to any Participant, any Participant's Designated
Beneficiary, or any other person for any claim, loss, liability or expense incurred in
connection with the Plan, unless attributable to fraud or willful misconduct on the part of
the Company or any such employee or agent of the Company.


         6.10         Indemnification. The Company shall indemnify and hold harmless the
members of the Board of Directors, the trustee of the Trust and any other persons to
whom any responsibility with respect to the Plan is allocated or delegated, from and
against any and all liabilities, costs and expenses, including attorneys' fees, incurred by
such persons as a result of any act, or omission to act, in connection with the performance
of their duties, responsibilities and obligations under the Plan and under ERISA, other
than such liabilities, costs and expenses as may result from the bad faith, willful
misconduct or criminal acts of such persons or to the extent such indemnification is
specifically prohibited by ERISA. The Company shall have the obligation to conduct the
defense of such persons in any proceeding to which this Section applies. If any Board
member or any person covered by this indemnification clause determines that the defense
provided by the Company is inadequate, that member or person shall be entitled to retain
separate legal counsel for his or her defense and the Company shall be obligated to pay
for all reasonable legal fees and other court costs incurred in the course of such defense
unless a court of competent jurisdiction finds such person has acted in bad faith or
engaged in willful misconduct or criminal acts. 


         6.11         Trust Matters. The Company's obligations under the Plan with respect to
Deferred Compensation Accounts may be satisfied with Trust assets distributed in kind
pursuant to the terms of the Plan and any such distribution shall reduce the Company's
corresponding obligation under the Plan with respect thereto. The provisions of the Plan
shall govern the rights of a Participant to receive distributions pursuant to the Plan. The
provisions of the Trust shall govern the rights of the Company, Participants and the
creditors of the Company to the assets transferred to, invested by, and held in the Trust.
The Company shall at all times remain liable to carry out its obligations under the Plan.
Except for amendments to the Trust to comply with applicable laws, no amendment or
modification shall be made to the Trust with respect to the Plan without the prior written
consent of all Participants in the Plan who have Deferred Compensation Accounts. The
funding of benefits under the Plan shall comply in all respects with the requirements of
Section 409A.


         6.12         Applicable Law. All questions pertaining to the construction, validity and
effect of the Plan shall be determined in accordance with the laws of the State of
California.



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         6.13         Plan Transfers.  The Plan may accept a Company-initiated transfer on
behalf of a Participant from his deferred compensation account under the Imperial Capital
Bancorp Consolidated Nonqualified (Non-Employer Securities) 2005 Deferred
Compensation Plan (the "2005 Non-Employer Securities Plan").  Transfers shall not be
accepted from the Imperial Capital Bancorp Consolidated Nonqualified (Non-Employer
Securities) Deferred Compensation Plan. The actions taken to effect this transfer shall be
accomplished in a manner that does not result in a distribution to a Participant. If the
preceding condition cannot be satisfied, then the transfer shall not be accepted.  The
amount being transferred from the 2005 Non-Employer Securities Plan shall be
distributed from this Plan at the same time and in the same form that applied with respect
to the transferred amounts under the 2005 Non-Employer Securities Plan, unless the
Participant affirmatively elects to change either such time or form of distribution pursuant
to Section 3.1 hereof, and Section 409A. Company-initiated transfers shall not be
permitted from this Plan.


         Imperial Capital Bancorp, Inc. has caused the Amended Plan to be executed on this
3rd day of December, 2007.


		Jeffrey Lipscomb

Name: Jeffrey Lipscomb

Compensation Committee Chairman

On behalf of Imperial Capital Bancorp, Inc. 











































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