Exhibit 10.2

AMENDED AND RESTATED SEVERANCE AGREEMENT

THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (this “Agreement”) is made and entered into as of May 3, 2005, by and between National Mercantile Bancorp, a California corporation (the “Company”), and Robert W. Bartlett (“Officer”) with reference to the following facts:

A.            Officer is an officer of the Company and/or one or more subsidiaries of the Company; and

B.            In order to induce Officer to remain employed by the Company and/or its subsidiaries, the Company is willing to agree to pay severance to Officer under certain circumstances.

C.            This Agreement amends and restates in its entirety the Severance Agreement dated September 26, 2003 by and between the Company and Officer.

NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements of the parties herein contained, it is agreed as follows:

1.             Definitions.  For purposes of this Agreement, the following terms when used in this Agreement shall have the meanings set forth below:

1.1           “Board” shall mean the Board of Directors of the Company.

1.2           “Cause” shall mean Officer, after the date of this Agreement, (i) has been convicted by a court of competent jurisdiction of any felony or any criminal offense involving dishonesty, breach of trust or misappropriation, or has entered a plea of nolo contendere to such an offense; or (ii) has committed an act of fraud, embezzlement, theft, dishonesty or any act which would cause termination of coverage under the Company’s Banker’s Blanket Bond as to Officer (as distinguished from termination of coverage as to the Company as a whole); or (iii) has committed a willful violation of the Code of Conduct of any member of the Company Group or any law, rule or regulation governing the operation of the Company Group which the Board determines in good faith will likely have or has had a material adverse effect on the business, interests or reputation of the Company Group or any Member thereof; or (iv) has willfully refused to perform the duties assigned to him; or (v) has committed a willful and unauthorized disclosure of material confidential information regarding the Company Group, which disclosure the Board determines in good faith will likely have or has had a material adverse effect on the Company Group or any member thereof.

1.3           “Change of Control” shall mean any transaction or series of related transactions as a result of which:

(i)            the Company consummates a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of its assets (each a

“Business Combination”), in each case unless immediately following the consummation of such Business Combination all of the following conditions are satisfied:

(A)  Persons, who, immediately prior to such Business Combination, were the beneficial owners of the Outstanding Voting Securities of the Company, beneficially own (within the meaning of Rule 13d-3 promulgated under the Exchange Act, directly or indirectly, more than 50% of the combined voting power of the then Outstanding Voting Securities of the entity (the “Resulting Entity”) resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries);

(B)  no Person, other than the Existing Shareholder Group, beneficially owns (within the meaning of Rule l3d-3), directly or indirectly, more than: (i) 20% of the then outstanding combined voting power of the Outstanding Voting Securities of the Resulting Entity, except to the extent that such Person’s beneficial ownership of the Company immediately prior to the Business Combination exceeded such threshold, and (ii) beneficially owns more the Existing Shareholder Group;

(C)  at least one-half of the members of the board of directors of the Resulting Entity were members of the Board at the time the Board authorized the Company to enter into the definitive agreement providing for such Business Combination; or

(ii)           any Person acquires beneficial ownership (within the meaning of Rule 13d-3) of more than 20% of the combined voting power (calculated as provided in Rule l3d-3 in the case of rights to acquire securities) of the then Outstanding Voting Securities of the Company and has greater beneficial ownership than the Existing Shareholder Group; provided, however, that for purposes of this clause, the following acquisitions shall not constitute a Change of Control:  (x) any acquisition directly from the Company, (y) any acquisition by the Company, (z) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company; or (zz) any acquisition by the Existing Shareholder Group.

1.4           “Company Group” shall mean at any time the Company and each subsidiary of the Company at such time which is consolidated with the Company for financial reporting purposes.

1.5           “Disability of Officer” shall mean if Officer is Disabled and such disability continues for a period of any six months out of a one-year period.  “Disabled” shall mean Officer’s inability, through physical or mental illness or other cause, to perform normal and customary duties which Officer is required to perform for the Company.  In determining whether Officer is Disabled, the Company may rely upon the written statement provided by a licensed physician acceptable to the Company.  Officer shall allow examination from time to time by any licensed physician selected by the Company and agreed to by Officer.  All such examinations will be conducted within a reasonable time period.

2

1.6           “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any successor statute.

1.7           “Existing Shareholder Group” shall mean Carl R. Pohlad, members of the immediate family of Carl R. Pohlad, and any affiliated Person of Carl R. Pohlad or any member of his immediate family.

1.8           “Outstanding Voting Securities” of any Person means the outstanding securities of such Person entitling the holders thereof to vote generally in the election of directors of such Person.

1.9           “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act, which definition shall include a “person” within the meaning of Section 13(d)(3) of the Exchange Act.