Resale Restriction Agreement

Resale Restriction Agreement



October 20, 2005



1st Century Bank, N.A.
1875 Century Park East
Los Angeles, California 90067



Ladies and Gentlemen:



I am the holder of options ("Stock Options") to purchase the $5.00 par value common stock ("Common Stock") of 1st Century Bank, National Association (the "Company"). Of these options, are vested (the " Vested Shares") meaning I am free to exercise the Stock Options and purchase the Vested Shares, and remain unvested (the "Subject Shares"), meaning that as of the date of this letter I do not have the right to exercise the Stock Options and purchase the Subject Shares.



Acceleration.





The Company has informed me that its Board of Directors will be considering a proposal whereby the vesting schedule of my Stock Options would be accelerated (the "Acceleration"). If adopted the Acceleration would be effective as of October 20, 2005 (the "Acceleration Effective Date"). The effect of the Acceleration would be that as of the Acceleration Effective Date I would be free to exercise all my Stock Options with respect to Vested Shares as well as Subject Shares.



Resale Restriction.





I understand and agree that the Stock Options were granted to me as an incentive for my continued involvement with the Company and contribution to the successful, long-term operation of the Company. Further, I understand that the Acceleration will not result in any additional tax consequences. Although the Acceleration will allow me to exercise my Stock Options immediately, I agree to the terms of the Resale Restriction described below (see Lapse of Resale Restriction) as a condition of the Acceleration.



I agree that (other than as set forth below), during the period beginning from the Acceleration Effective Date and continuing to and including October 20, 2009 (the "Restricted Period") I will not sell, offer, agree to sell, contract to sell, hypothecate, pledge, grant any option to purchase, make any short sale or otherwise dispose of or hedge, directly or indirectly, any of the Subject Shares or any securities convertible into, exchangeable or exercisable for or derived from any Subject Shares (the "Resale ...