On December 3, 2007, the Compensation Committee of the Board of Directors of Imperial Capital Bancorp, Inc. (the "Company") approved amendments to the Company's: (i) 409A Consolidated Nonqualified Employer Securities 2005 Deferred Compensation Plan (the "409A Employer Securities Plan"); (ii) 409A Consolidated Nonqualified Non-Employer Securities 2005 Deferred Compensation Plan (the "409A Non-Employer Securities Plan"); (iii) Consolidated Nonqualified Employer Securities Deferred Compensation Plan (the "Pre-409A Employer Securities Plan"); and (iv) Consolidated Nonqualified Non-Employer Securities Deferred Compensation Plan (the "Pre-409A Non-Employer Securities Plan"). The primary purpose of the amendments was to allow for Company-directed transfers of participant accounts in the 409A Non-Employer Securities Plan to the 409A Employer Securities Plan, and Company-directed transfers of participant accounts in the Pre-409A Non-Employer Securities Plan to the Pre-409A Employer Securities Plan. Copies of the amended plans are attached as Exhibits 10.1 - 10.4 to this report.

On December 5, 2007, the Board of Directors of the Company approved amendments to Article V of the Company's bylaws to allow for the issuance of uncertificated shares of the Company's stock, in order to comply with rules adopted by the New York Stock Exchange that require listed companies to be eligible for a direct registration system ("DRS") by January 1, 2008. A DRS permits a stockholder's ownership to be recorded and maintained on the books of the issuer or its transfer agent without issuance of a physical stock certificate. In addition, the Board approved amendments to Article III of the Company's bylaws to reflect the current composition and duties and responsibilities of the Corporate Governance/Nominating Committee of the Board. A copy of the Company's amended and restated bylaws is attached as Exhibit 3.1 to this report.

(d)      Exhibits