AMENDMENT TO CHANGE IN CONTROL AGREEMENT BETWEEN DAVID L. ADAMS AND PACIFIC COAST NATIONAL BANK

WHEREAS, on August 10, 2007, David L. Adams entered into a Change in Control Agreement (the “Agreement”) with Pacific Coast National Bank (the “Bank”), a wholly owned subsidiary of Pacific Coast National Bancorp (the “Company”);

WHEREAS, the Agreement includes provisions that provide, or may provide, for deferred compensation and therefore must be amended to comply with Section 409A of the Internal Revenue Code and the regulations and guidance of general applicability issued thereunder (“Section 409A”);

WHEREAS, the Agreement may be amended by the parties to the Agreement; and

WHEREAS, the parties desire to amend the Agreement in the manner provided below.

NOW, THEREFORE, the foregoing considered, it is agreed as follows:

a. Section 2 of the Agreement is amended to read as follows:

“In the event of a Change in Control which occurs during the time Executive is employed by the Bank, the Bank shall pay to Executive, no later than 30 days after the effective time of the Change in