Pacific Coast National Bancorp ▼

BYLAWS
OF
PACIFIC COAST NATIONAL BANCORP

        [A CALIFORNIA CORPORATION]

TABLE OF CONTENTS

CONSULTING AGREEMENT

This Consulting Agreement ("Agreement") is entered into on this 9th day of September, 2003, by and between Bankmark & Financial Marketing Services ("Bankmark"), and Western Pacific Bancorp, Inc. ("Bank"). with organizational offices at 1745 E. Alvarado Street, Fallbrook, CA 92028. Other references made to the term "Bank" represent the de novo bank and its Organizers.

The parties hereby agree as follows:

1.     SCOPE OF THE ENGAGEMENT

Bankmark's primary responsibility within the scope and term of the engagement is to provide  . . .

EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 21st day of January, 2004, by and between Pacific Coast National Bank (the "Bank") and Michael Stephen Hahn, a resident of San Diego County, California ("Executive") (the signatories to this Agreement will be referred to jointly as the "Parties").

WITNESSETH:

        WHEREAS, the Bank is a wholly-owned subsidiary of Western Pacific Bancorp, Inc. (the "Company")

      . . .

EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 21st day of January, 2004, by and between Pacific Coast National Bank (the "Bank") and Richard William Grinyer, a resident of San Diego County, California ("Executive") (the signatories to this Agreement will be referred to jointly as the "Parties").

WITNESSETH:

        WHEREAS, the Bank is a wholly-owned subsidiary of Western Pacific Bancorp, Inc. (the "Company")

      . . .

EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 21st day of January, 2004, by and between Pacific Coast National Bank (the "Bank") and Colin M. Forkner, a resident of Orange County, California ("Executive") (the signatories to this Agreement will be referred to jointly as the "Parties").

WITNESSETH:

        WHEREAS, the Bank is a wholly-owned subsidiary of Western Pacific Bancorp, Inc. (the "Company")

       . . .

EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 31^st day of March, 2004, by and between Pacific Coast National Bank (the "Bank") and Terry A. Stalk, a resident of Los Angeles County, California ("Executive") (the signatories to this Agreement will be referred to jointly as the "Parties").

WITNESSETH:

        WHEREAS, the Bank is a wholly-owned subsidiary of Western Pacific Bancorp, Inc. (the "Company")

       . . .

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 1st day of June, 2007, by and between Pacific Coast National Bank (the "Bank"), Pacific Coast National Bancorp (the "Company") and Stanley M. Cruse (the "Executive"), a resident of San Diego County, California (the signatories to this Agreement will be referred to jointly as the "Parties").

WITNESSETH:

             WHEREAS, the Bank is a wholly-owned subsidiary of the Company;

         . . .