AMENDMENTS TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Employee Retention Agreement

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GEORGE W. HALIGOWSKI | IMPERIAL CAPITAL BANCORP, INC | IMPERIAL CAPITAL BANK

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Title: AMENDMENTS TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Date: 3/31/2009
Industry: Regional Banks Sector: Financial

Exhibit 10.5c

AMENDMENTS TO THE

AMENDED AND RESTATED EMPLOYMENT AGREEMENT BETWEEN

GEORGE W. HALIGOWSKI, IMPERIAL CAPITAL BANCORP, INC.

AND IMPERIAL CAPITAL BANK

TO COMPLY WITH INTERNAL REVENUE CODE SECTION 409A

WHEREAS, on February 24, 2006, George W. Haligowski entered into an amended and restated employment agreement with Imperial Capital Bancorp, Inc. (formerly known as ITLA Capital Corporation) and Imperial Capital Bank (the “Agreement”); and

WHEREAS, the Agreement includes provisions that 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; and

WHEREAS, the Agreement may be amended by a writing signed by the parties to the Agreement.

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

That effective as of January 1, 2005, the Agreement is amended to include the Appendix A, which is attached hereto and included herein by this reference.

IN WITNESS WHEREOF, this Amendment has been executed, this 31 ^st day of December, 2008, effective as of Janua

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