Ex 10.2 409A Non-Emp Sec Def Comp



EXHIBIT 10.2


IMPERIAL CAPITAL BANCORP 409A CONSOLIDATED

NONQUALIFIED (NON-EMPLOYER SECURITIES)

2005 DEFERRED COMPENSATION PLAN


Imperial Capital Bancorp, Inc., a Delaware business corporation, has adopted the Imperial
Capital Bancorp 409A Consolidated Nonqualified (Non-Employer Securities) 2005
Deferred Compensation Plan (the "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 highly compensated employees of the Company or its subsidiaries, 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
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 may




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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 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 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) 2005 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 




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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 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 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
Event as defined in Section 6.7, (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 




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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. 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 2005 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 experiences a "Separation from
Service" (as that phrase is defined by Section 409A) 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. 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 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 payment equal to the Participant's total Deferred
Compensation Account at the time of his Separation from Service, or the Delayed
Distribution Date, if applicable;







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		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).



         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 at the time of distribution the
Participant does not have in effect a valid election regarding the form of distribution his
benefit, 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 effective
written election, as determined under Section 3.1 hereunder. If a Participant has no





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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.
Notwithstanding 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 a severe financial hardship to the Participant resulting from (i) an illness or accident
of the Participant, the Participant's spouse or a dependent 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, 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, the Compensation Committee shall permit a lump sum distribution in
cash from the Participant's Deferred Compensation Account to 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





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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. 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 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 payments 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 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. 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 payments other than payments that would be payable






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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 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





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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 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. 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, 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.






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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 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 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 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.






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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 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         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) 2005 Deferred Compensation Plan.  Transfers may not
be made to the Imperial Capital Bancorp Consolidated Nonqualified (Employer Securities)
Deferred Compensation Plan. The actions taken to affect this transfer shall be
accomplished in a manner that does not result in a distribution to a Participant, or cause a
violation of Code Section 409A. 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, Inc. has caused this 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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