Ex 10.4 Pre 409A Non-Emp Sec Def Comp



EXHIBIT 10.4


IMPERIAL CAPITAL BANCORP CONSOLIDATED NONQUALIFIED

(NON-EMPLOYER SECURITIES)

DEFERRED COMPENSATION PLAN


(Effective January 1, 1997)


Imperial Capital Bancorp, Inc., a Delaware business corporation, has adopted the Imperial Capital
Bancorp Consolidated Nonqualified (Non-Employer Securities) Deferred Compensation Plan (the
"Plan") effective as of January 1, 1997, as amended as of January 1, 2003 and as amended
December 3, 2007. 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.


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. An executive or senior management employee of the
Company (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 provided such employee is
designated as a Participant below or such employee is later designated by the Compensation
Committee of the Board of Directors of the Company and such designation is attached as a written
amendment to the Plan signed by a duly authorized officer of the Company. Under no circumstance
shall an employee below the level of First Vice President be eligible to participate in the Plan. The
following individuals shall constitute the eligible Participants in the Plan as of January 1, 2003:


George W. Haligowski (effective January 1997)

Norval L. Bruce (effective January 1997)

Timothy Doyle (effective January 1997)

Scott Wallace (effective January 2002) 


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 George Haligowski's Employment Agreement dated July 23, 1997 differs from the
terms of the Plan, George Haligowski's Employment Agreement shall be the controlling
document.






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         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. In the first year in which a Participant becomes
eligible to participate in the Plan, the newly eligible Participant 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.


         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 also be credited and debited for deemed earnings and losses
attributable to the investment (or deemed investment) of, or interest credits on, such Deferred
Compensation Account under Section 2.2 or 3.1 of the Plan, whichever is applicable. 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 and other withholdings. The
Participant's Deferred Compensation Account also shall be reduced by the amount of any
Company-initiated transfer made from the Plan pursuant to Section 6.13 hereof. In general, the
Deferred Compensation Accounts will be valued at the end of each calendar quarter (each a
"Valuation Date"). 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 paid
only as provided in the Plan. In no event shall the amount of compensation deferred by a
Participant under the Plan and the ITLA Consolidated Non Qualified (Employer Securities Only)
Deferred Compensation Plan (the "Employer Securities 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. The 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.






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ARTICLE II

DEFERRED COMPENSATION


         2.1         Contributions to and Withdrawals from Trust by the Company. 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 equal to the total amount of all Participant deferrals under the
Plan for the preceding calendar month. In addition, as soon as practicable after each Valuation
Date, the Company shall contribute cash to the Trust equal to the amount by which the deemed
earnings or interest credits, whichever is applicable, on the Deferred Compensation Accounts of all
Participants for the applicable calendar quarter exceeded the actual earnings of the Trust for such
period, and appropriate adjustment will be made to each Participant's Deferred Compensation
Account for such period. To the extent that the actual earnings of the Trust exceeded the
deemed earnings or interest credits, whichever is applicable, on the Deferred Compensation
Accounts of all Participants for such calendar quarter, the excess earnings will be promptly paid by the
Trust to the Company, and appropriate adjustment will be made to each Participant's Deferred
Compensation Account for such period. The adjustments referred to in the preceding two
sentences shall likewise be made with respect to a Participant's Deferred Compensation Account as of
the day next preceding (a) a Change of Control, (b) the effective date of a termination of the Plan
or (c) the final installment payment of such Participant's Deferred Compensation Account,
whichever is applicable. The Trust shall likewise pay funds from a Participant's Deferred
Compensation Account to the Company to satisfy any tax and other withholding obligations.


         2.2         Deemed Investments. All amounts credited under the terms of the Plan to a
Deferred Compensation Account maintained in the name of a Participant by the Company shall be
invested (or deemed invested) in various mutual funds selected by the Company while such
Participant is employed by the Company. Each Participant may select the deemed investment for
his/her Deferred Compensation Account from the investment options selected by the Company and
may change such deemed investments at such times and in accordance with the rules adopted
by the Company. In the absence of any investment directions, Deferred Compensation Accounts
will be deemed invested in the in-house sweep funds of the trustee of the Trust. Notwithstanding
that the earnings or losses on deemed investments used to determine the value of Participants'
Deferred Compensation Accounts are based on the actual performance of certain specified investments,
neither the Company nor the Trust is obligated to invest deferrals in any particular investments.
However, the Company and the Trust are required to make the adjustments set forth in
Section 2.1 based upon the performance of deemed investments vs. actual investments. If any
investments are made with deferrals, Participants shall have no right or interest in or with respect
to such investments. Specifically, Participants shall have no voting rights with respect to any
stock or securities held by the Plan. None of the Deferred Compensation Accounts in the Plan
shall be actually (or deemed) invested in Imperial Capital Bancorp, Inc. stock. To the extent a
Participant's Deferred Compensation Account, or any portion thereof, is actually invested in
Imperial Capital Bancorp, Inc. stock as of the date of the execution of the Plan, as amended on
January 1, 2003, the amount of the Participant's Deferred Compensation Account represented thereby
(including the shares of such stock) shall be transferred to the Deferred Compensation Account of






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such Participant in the Employer Securities Deferred Compensation Plan. In the case of a
deemed investment in Imperial Capital Bancorp, Inc. stock, such investment will be changed as
soon as practicable, or alternatively, at the written election of the Participant, the amount represented
thereby shall be transferred to the Participant's Deferred Compensation Account in the Employer
Securities Deferred Compensation Plan and actually invested in Imperial Capital Bancorp, Inc. stock.

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 employment with the Company and all other related
employers of the Company (as determined under Section 414 of the Code) terminates for any reason
including death, distribution of the amount credited to 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. A Participant's initial selection of the method of
distribution shall be made in writing at the time 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, the most recent written election
received by the Company prior to the thirteenth (13th) month before the Participant's termination of
employment with the Company shall be controlling and any written election received within thirteen
(13) months prior to the Participant's termination of employment with the Company shall be
disregarded. The alternative forms of distribution shall be:


		a)         a single lump sum payment equal to the Participant's total Deferred
Compensation Account at termination of employment;

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 termination of employment and
subsequent annual installments being made on each annual anniversary of the
first distribution date (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 termination of employment and subsequent
annual installments being made on each annual anniversary of the first distribution
date (1/9 of the Participant's Deferred Compensation Account on the second
distribution date).








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         The amount of each such annual installment will be calculated based upon the amortization of
the value of the Participant's Deferred Compensation Account balance as the date of his or her
termination of employment at a credited interest rate equal to 125% of the Imperial Capital Bank's
(or its successor in interest) cost of funds. Interest credited to a Participant's Deferred
Compensation Account as of the Valuation Date preceding the date of the next distribution shall be
added to the Participant's Deferred Compensation Account and distributed as a part of the next
installment. The final installment will be the balance of the Participant's Deferred Compensation
Account and interest credited to the Account as of the day next preceding such final distribution.


         Except as set forth above with respect to interest crediting, a Participant's Deferred
Compensation Account shall not be adjusted for any deemed earnings or losses after the date of the
Participant's termination of employment. If the Participant fails to select a distribution method in
writing, distribution shall be made in a single lump sum payment. The Compensation Committee of the
Board of Directors of the Company shall determine whether the distribution is made in cash or in-kind. Any distribution of securities 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 distribution of the full
amount of the Deferred Compensation Account described in the Plan has been made to the
Participant, any remaining amounts shall be distributed to the Participant's Designated
Beneficiary by the method designated by the Participant in his or her most recent written election
delivered to the Company at least thirteen (13) months prior to his or her termination of
employment with the Company. Any written election received by the Company within thirteen
(13) months of the Participant's termination of employment with the Company shall be
disregarded. If a Participant has no Designated Beneficiary at the time of death, then,
notwithstanding any provision herein to the contrary, such amounts shall be distributed to such
Participant's estate in a single lump sum distribution as soon as administratively feasible
following such Participant's death.


         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 hardship withdrawal from his or her Deferred Compensation Account established under
the Plan, provided that the entire amount requested by the Participant is not reasonably available from
other resources. The amount of the withdrawal will be net of applicable tax and other required or
authorized withholdings. An "Unforeseeable Financial Emergency" shall mean an unforeseeable,
severe financial hardship to such Participant resulting from a sudden and unexpected illness or
accident of the Participant or a family member of the Participant, loss of property of the Participant due
to casualty, or 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.
This Section shall be interpreted in a manner consistent with Section 1 .457-2(h)(4) and 1 .457-2(h)(5) of the Treasury Regulations. 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 hardship
including withholdings.






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         3.4         Change of Control. Upon a Change of Control of the Company, as defined
in Section 6.7 of the Plan, the Deferred Compensation Accounts of all Participants shall be
distributed in a single lump sum payment 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,

if at any time, the Compensation Committee of the Board of Directors of the Company
determines that an amount in a Participant's Deferred Compensation Account is includable in the gross
income of the Participant and subject to withholding tax, the Compensation Committee shall
permit a lump sum distribution in cash from the Participant's Deferred Compensation Account
equal to (a) the amount of withholding tax applicable to the phantom gross income deemed
received by the Participant from his or her Deferred Compensation Account for income and/or
employment tax purposes plus (b) the withholding tax applicable to the amounts under subpart(a)
and this subpart (b) constituting gross income to the Participant for income and/or employment tax
purposes. The cash distribution shall be made from the Trust to the Company to satisfy the
withholding tax obligation and the Participant's Deferred Compensation Account shall be
reduced by the amounts so withheld.


         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 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 in the next Plan Year, subject to
compliance with the foregoing limitations set forth in this Section 3.6. 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 payments made under the Plan (or otherwise by the
Company) to the Participant.


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 amount 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.






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         4.2         Distribution on Termination. Upon termination of the Plan, the Deferred
Compensation Accounts of all Participants shall be distributed in a single lump sum payment 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 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.






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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 funds invested 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 payable 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 payments 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 the payments 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.


         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, valuations, certificates, opinions, data and reports furnished by any actuary,
accountant, controller, counsel or other person employed or retained by the Company with
respect to the Plan.


         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





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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 pay 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 payment 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 a Change of Control, 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. The term "Change of Control" means the occurrence of any of the following
events with respect to the Company: (1) any person (as the term is used in section 13(d) and
14(d) of the Securities Exchange Act of 1934 (the "Exchange Act") is or becomes the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly of securities of the
Company representing 33.33% or more of the Company's outstanding voting securities; (2) individuals
who are members of the Board of Directors of the Company on the date hereof (the "Incumbent
Board") cease for any reason to constitute at least a majority thereof, provided  that any person
becoming a director subsequent to the date hereof whose election was approved by a vote of at least
two thirds of the directors comprising the Incumbent Board, or whose nomination for election by the
Company's stockholders was approved by the nominating committee serving under an Incumbent
Board, shall be considered a member of the Incumbent Board; (3) a reorganization, merger,
consolidation, sale of all or substantially all of the assets of the Company or a similar transaction in
which the Company is not the resulting entity (unless the continuing ownership requirements clause (4)
below are met with respect to the resulting entity); or (4) a merger or consolidation of the Company
with any other corporation other than a merger or consolidation in which the voting securities of the
Company outstanding immediately prior thereto represent at least 66.67% of the total voting power
represented by the voting securities of the Company or the surviving entity outstanding immediately
after such merger or consolidation. The term "Change of Control" shall not include: (1) an
acquisition of securities by an employee benefit plan of the Company; or (2) any of the above
mentioned events or occurrences which require but do not receive the requisite government or
regulatory approval to bring the event or occurrence to fruition.






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         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 payment of the Participant's benefits payable under the Plan may first be made,
payment may be made as though the Participant or his or her Designated Beneficiary had died at
the end of such three-year period.


         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 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.






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         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.


         6.13         Company-Initiated Plan Transfers.  The Company may, in its sole and exclusive
discretion, direct the Compensation Committee and the Trustee to transfer all or part of a
Participant's Account hereunder to the Imperial Capital Bancorp Consolidated Nonqualified
(Employer Securities) Deferred Compensation Plan (but not the Imperial Capital Bancorp
Consolidated Nonqualified (Employer Securities) 2005 Deferred Compensation Plan).  The actions
taken to affect this transfer shall be accomplished in a manner that does not result in (1) a
distribution to a Participant, or (2) a material modification to this Plan that would trigger the
application of Code Section 409A hereto.  To the extent the preceding conditions cannot be
satisfied, the transfer shall not occur.  No Company-initiated transfers shall be permitted into this
Plan.


         Imperial Capital Bancorp has caused this 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 








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