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                                STOCKTON SAVINGS BANK


                             EXECUTIVE COMPENSATION PLAN
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                                STOCKTON SAVINGS BANK

                             EXECUTIVE COMPENSATION PLAN


                                      ARTICLE I


                                       PURPOSE
                                       -------

     The purpose of this Executive Compensation Plan (the "Plan") is to provide
     supplemental funds for retirement or death for an individual who is an
     executive of Stockton Savings Bank (the "Company").  It is intended this
     plan will restore most of the retirement benefits of selected executives
     that were limited due to the Stockton Savings Bank Pension Plan freezing
     benefit accruals as of June 30, 1995.  This Plan will be effective as of
     July 1, 1995 (the "Effective Date").  
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                                     ARTICLE II


                                     DEFINITIONS
                                     -----------

              For the purposes of this Plan, the following terms shall have the
              meanings indicated, unless the context clearly indicates
              otherwise:

              2.1     Accounts.  "Accounts" shall mean the Benefit Restoration
                      Account.

              2.2     Beneficiary.  "Beneficiary" shall mean the person,
                      persons or entity entitled under Article VI to receive
                      any Plan benefits payable after a Participant's death.

              2.3     Board.  "Board" shall mean the Board of Directors of the
                      Company.

              2.4     Committee.  "Committee" shall mean the committee of the
                      Board designated to administer this Plan.

              2.5     Company.  "Company" shall mean Stockton Savings Bank or
                      any successor corporation resulting from a merger,
                      consolidation or transfer of assets, substantially as a
                      whole, that shall assume its obligations in writing under
                      this Plan.

              2.6     Employer.  "Employer" shall mean, with respect to any
                      Participant, the entity, whether the Company or a
                      subsidiary of the Company, that directly employs such
                      Participant.

              2.7     Participant.  "Participant" shall mean any individual who
                      is participating or has participated in this Plan as
                      provided in Article III.

              2.8     Plan Benefit.  "Plan Benefit" shall mean the benefit
                      payable to a Participant as calculated in Article V.

              2.9     Plan Year.  "Plan Year" shall mean the year beginning
                      July 1 and ending on June 30.

              2.10    Retirement.  "Retirement" shall mean the first day of the
                      calendar month coincident with or next following the date
                      on which the Participant attains age sixty-five (65), or
                      such earlier date as is determined by the Committee and
                      is otherwise consistent with the Company's retirement
                      policy.


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                                     ARTICLE III


                                    PARTICIPATION
                                    -------------

              3.1     Participation.  Participation shall be limited to the
                               executives listed below:

                                  Robert Kavanaugh










































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                                     ARTICLE IV


                             BENEFIT RESTORATION ACCOUNT
                             ---------------------------

              4.1     Accounts.  For record keeping purposes only, Accounts
                      shall be maintained for each Participant.

              4.2     Benefit Restoration Account.  The Committee shall
                      establish and maintain a Benefit Restoration Account for
                      each Participant under the Plan.  As of the last day of
                      each month, the Committee shall credit the Participant's
                      Benefit Restoration Account with an amount provided for
                      in Section 4.3.

              4.3     Monthly Accrual.  Each Account shall be credited on the
                      last day of each month with the amount specified below. 
                      However, in no event will the Restoration Account Balance
                      be allowed to exceed the Maximum Account also listed
                      below.

                      Participant's Name        Monthly Accrual  Maximum Account
                      ------------------        ---------------  ---------------
                      Robert Kavanaugh          $3,750           $263,789

              4.4     Vesting of Accounts.  The interest of the Participant in
                      his or her Benefit Adjustment Account shall be vested to
                      the same extent as the Participant's interest in the
                      Stockton Savings Bank Pension Plan is vested.






















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                                      ARTICLE V


                                    PLAN BENEFITS
                                    -------------

     5.1      Timing and Form of Benefits.  Except as described in 5.2, plan
              benefits are payable in accordance with the selection made by the
              Participant in the Participation Election filed 60 days prior to
              retirement.  A Participant may elect to receive payments as
              follows:

              (a)     Lump Sum at Retirement.  A lump sum payment made on the
                      first day of the second month following the month in
                      which Retirement.

              (b)     Lump Sum at Termination.  A lump sum payment made on the
                      first day of the second month following the month in
                      which the Participant's employment terminates.

              (c)     Installment Payment at Retirement.  Monthly installment
                      payments made, in substantially equal payments of
                      principal and interest over a payment period of 12 to 36
                      months, as selected by the Participant.  Payments shall
                      begin on the first day of the second month following the
                      month in which Retirement occurs.

              (d)     Installment Payment at Termination.  Monthly installment
                      payments made, in substantially equal payments of
                      principal and interest over a payment period of 12 to 36
                      months, as selected by the Participant.


              In the absence of an election, Plan benefits are payable in
              substantially equal payments of principal and interest over a
              period of 36 months following Retirement.  Payments shall begin
              on the first day of the second month following the month of
              Retirement.

              5.2     Form of Benefit Payment Upon Termination. 
                      Notwithstanding anything contained herein to the
                      contrary, Plan Benefits payable upon a Participant's
                      termination of employment with Employer for any reason
                      other than death or Retirement may, in the sole
                      discretion of Employer, be paid in a lump sum within one
                      month of termination, regardless of the Participant's
                      election.  Furthermore, the Employer reserves the right
                      to pay the benefit in monthly installments over a period
                      of up to 36 months.



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              5.3     Survivor Benefits.  Upon the death of the Participant
                      prior to the completion of benefit payments, the amount
                      payable shall be the Benefit Restoration Account Balance
                      at the end of the month in which death occurs.  The form
                      of the payment shall be a lump sum, payable on the first
                      day of the second month following that in which death
                      occurs, or otherwise as determined by the Committee.

              5.4     Withholding; Payroll Taxes.  The Employer shall withhold
                      from payments made hereunder any taxes required to be
                      withheld from such payments under federal, state or local
                      law.

              5.5     Payment to Guardian.  If a Plan Benefit is payable to a
                      minor or a person declared incompetent or to a person
                      incapable of handling the disposition of his property,
                      the Committee may direct payment of such Plan Benefit to
                      the guardian, legal representative or person having the
                      care and custody of such minor, incompetent or person. 
                      The Committee may require proof of incompetency,
                      minority, incapacity or guardianship as it may deem
                      appropriate prior to distribution of the Plan Benefit. 
                      Such distribution shall completely discharge the Company,
                      Employer and Committee from all liability with respect to
                      such benefit.



























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                                     ARTICLE VI


                               BENEFICIARY DESIGNATION
                               -----------------------

              6.1     Beneficiary Designation.  "Beneficiary" or
                      "Beneficiaries" shall mean the person or persons,
                      including a trustee, personal representative or other
                      fiduciary, last designated in writing by a Participant in
                      accordance with procedures established by the Committee
                      to receive the benefits specified hereunder in the event
                      of the Participant's death.  If there is no valid
                      Beneficiary designation in effect, or if there is no
                      surviving designated Beneficiary, then the Participant's
                      surviving spouse shall be the Beneficiary.  If there is
                      no surviving spouse to receive any benefits payable in
                      accordance with the preceding sentence, the duly
                      appointed and currently acting personal representative of
                      the Participant's estate (which shall include either the
                      Participant's probate estate or living trust) shall be
                      the Beneficiary.  In any case where there is no such
                      personal representative of the Participant's estate duly
                      appointed and acting in that capacity within 90 days
                      after the Participant's death (or such extended period as
                      the Committee determines is reasonably necessary to allow
                      such personal representative to be appointed but not to
                      exceed 180 days after the Participant's death), then
                      Beneficiary shall mean the person or persons who can
                      verify by affidavit or court order to the satisfaction of
                      the Committee that they are legally entitled to receive
                      the benefits specified hereunder.  In the event any
                      amount is payable under the Plan to a minor, payment
                      shall not be made to the minor, but instead be paid (a)
                      to that person's living parent(s) to act as custodian,
                      (b) if that person's parents are then divorced, and one
                      parent is the sole custodial parent, to such custodial
                      parent, or (c) if no parent of that person is then
                      living, to a custodian selected by the Committee to hold
                      the funds for the minor under the Uniform Transfers or
                      Gifts to Minors Act in effect in the jurisdiction in
                      which the minor resides.  If no parent is living and the
                      Committee decides not to select another custodian to hold
                      the funds for the minor, then payment shall be made to
                      the duly appointed and currently acting guardian of the
                      estate for the minor or, if no guardian of the estate for
                      the minor is duly appointed and currently acting within
                      60 days after the date the amount becomes payable,
                      payment shall be deposited with the court having
                      jurisdiction over the estate of the minor.


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              6.2     Amendments.  Any Beneficiary designation may be changed
                      by a Participant without the consent of any designated
                      Beneficiary by the filing of a new Beneficiary
                      designation with the Committee.  The filing of a new
                      Beneficiary designation form will cancel all Beneficiary
                      designations previously filed.

              6.3     Effect of Payment.  The payment to the Beneficiary or
                      deemed Beneficiary, in accordance with the provisions of
                      this Plan, shall completely discharge all obligations
                      under this Plan of the Employer, the Committee and the
                      Company.








































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                                     ARTICLE VII


                                    ADMINISTRATION
                                    --------------

              7.1     Committee; Duties.  This Plan shall be administered by
                      the Committee.  The Committee shall have the authority to
                      make, amend, interpret, and enforce all appropriate rules
                      and regulations for the administration of this Plan and
                      decide or resolve any and all questions including
                      interpretations of this Plan, as may arise in connection
                      with the Plan. The Committee members may be Participants
                      under this Plan.

              7.2     Agents.  The Committee may, from time to time, employ
                      other agents and delegate to them such administrative
                      duties as it sees fit, and may from time to time consult
                      with counsel who may be counsel to the Employer.

              7.3     Binding Effect of Decisions.  The decision or action of
                      the Committee in respect of any question arising out of
                      or in connection with the administration, interpretation
                      and application of the Plan and the rules and regulations
                      promulgated hereunder shall be final and conclusive and
                      binding upon all persons having any interest in the Plan.

              7.4     Indemnity of Committee.  To the extent permitted under
                      applicable state law, the Company shall indemnify and
                      hold harmless the members of the Committee and any
                      delegate against any and all claims, loss, damage,
                      expense or liability arising from any action or failure
                      to act with respect to this Plan, except in the case of
                      gross negligence or willful misconduct.


















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                                     ARTICLE VIII


                        AMENDMENT AND TERMINATION OF THE PLAN
                        -------------------------------------

              8.1     Amendment.  The Board may at any time amend the Plan in
                      whole or in part provided, however, that no amendment
                      shall be effective to decrease or restrict the amount
                      accrued to the date of such amendment in any Account.

              8.2     Company's Right to Terminate.  The Board may at any time
                      partially or completely terminate the Plan if, in its
                      judgment, the accounting, or other effects of the
                      continuance of the Plan, or potential payments thereunder
                      would not be in the best interests of the Company or any
                      Employer.

              (a)     Partial Termination.  The Board may partially terminate
                      the Plan by instructing the Committee not to credit any
                      additional Benefit Restoration amounts.  In the event of
                      such a partial termination, the Plan shall continue to
                      operate on the same terms and conditions and be effective
                      with regard to Deferral Commitments entered into prior to
                      the effective date of such partial termination.

              (b)     Complete Termination.  The Board may completely terminate
                      the Plan.  In the event of complete termination, the Plan
                      shall cease to operate and the Employer shall pay out to
                      each Participant their Accounts as if that Participant
                      had terminated service as of the effective date of the
                      complete termination.  Payments shall be made in equal
                      annual installments over the period listed below, based
                      on the sum of the Account balances:

                      Sum of Account Balances   Payout Form
                      -----------------------   -----------

                      Less than $100,000        Lump sum 
                      $100,000                  Three equal annual installments












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                                     ARTICLE IX


                                    MISCELLANEOUS
                                    -------------

              9.1     Unfunded Plan.  This Plan is intended to be an unfunded
                      plan maintained primarily to provide deferred
                      compensation benefits for select group of "management or
                      highly-compensated employees" within the meaning of
                      Sections 201, 301, and 401 of the Employee Retirement
                      Income Security Act of 1974, as amended ("ERISA"), and
                      therefore to be exempt from the provisions of Parts 2, 3,
                      and 4 of Title I or ERISA.  Accordingly, the Plan shall
                      terminate in whole or part and no further benefits shall
                      accrue hereunder in the event it is determined by a court
                      of competent jurisdiction or by an opinion of counsel
                      that the Plan or any portion thereof constitutes an
                      employee pension benefit plan within the meaning of
                      Section 3(2) of ERISA (as now in effect or hereafter
                      amended) which is not so exempt.  In the event of a
                      termination under this Section 9.1, no additional Benefit
                      Restoration amounts will accrue, and the amount of such
                      Participant's Account balance shall be distributed to
                      such Participant at such time and in such manner as the
                      Committee, in its sole discretion, determines.

              9.2     Unsecured General Creditor.  Nothing contained herein
                      shall be deemed or construed in any manner whatsoever (a)
                      as creating any trust or fiduciary relationship between
                      the Employee and the Company, (b) as granting to the
                      Employee any right or interest of any kind or nature in
                      any of the funds, assets or properties of the Company to
                      secure payment of all or any portion of the Account
                      payable to the Employee hereunder except the right as an
                      unsecured creditor with respect thereto, or (c) as
                      requiring or obligating the Company to set aside or
                      otherwise establish a fund for the payment of all or any
                      portion of the outstanding credit balance in the Account
                      payable to the Employee hereunder, it being expressly
                      recognized, acknowledged and agreed by the parties hereto
                      that the obligation of the Company to make any payment to
                      the Employee on account of all or any portion of the
                      Deferred Compensation hereunder shall be, and shall be
                      deemed to be, solely an unsecured contractual obligation
                      of the Company.  In the event of Employer's insolvency,
                      Participants and their Beneficiaries, heirs, successors
                      and assigns shall have no legal or equitable rights,
                      interest or claims in any property or assets of Employer,
                      nor shall they be Beneficiaries of, or have any rights,
                      claims or interests in any life insurance policies,

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                      annuity contracts or the proceeds therefrom owned or
                      which may be acquired by Employer.  In that event, any
                      and all of Employer's assets and policies shall be, and
                      remain, the general, unpledged, unrestricted assets of
                      Employer.

              9.3     Nonassignability.  Neither a Participant nor any other
                      person shall have the right to commute, sell, assign,
                      transfer, pledge, anticipate, mortgage or otherwise
                      encumber, transfer, hypothecate or convey in advance of
                      actual receipt the amounts, if any, payable hereunder, or
                      any part thereof, which are, and all rights to which are,
                      expressly declared to be unassignable and non-
                      transferable.  No part of the amounts payable shall,
                      prior to actual payment, be subject to seizure or
                      sequestration for the payment of any debts, judgments,
                      alimony or separate maintenance owed by a Participant or
                      any other person, nor be transferable by operation of law
                      in the event of a Participant's or any other person's
                      bankruptcy or insolvency.

              9.4     Not a Contract of Employment.  The terms and conditions
                      of this Plan shall not be deemed to constitute a contract
                      of employment between the Employer and the Participant.
                      The Participant (or his Beneficiary) shall have no rights
                      against the Employer except as may otherwise be
                      specifically provided herein.  Moreover, nothing in this
                      Plan shall be deemed to give a Participant the right to
                      be retained in the service of the Employer or to
                      interfere with the right of the Employer to discipline or
                      discharge him at any time.  The obligation of payment
                      under this Plan shall be the obligation of the Employer
                      with respect to its employees.

              9.5     Protective Provisions.  A Participant will cooperate with
                      the Employer by furnishing any and all information
                      requested by the Employer, in order to facilitate the
                      payment of benefits hereunder, and by taking such
                      physical examinations as the employer may deem necessary
                      and taking such other actions as may be requested by the
                      Employer.

              9.6     Terms.  Whenever any words are used herein in the
                      masculine, they shall be construed as though they were
                      used in the feminine in all cases where they would so
                      apply; and wherever any words are used herein in the
                      singular or plural, they shall be construed as though
                      they were used in the plural or the singular, as the case
                      may be, in all cases where they would so apply.



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              9.7     Captions.  The captions of the articles, sections and
                      paragraphs of this Plan are for convenience only and
                      shall not control or affect the meaning or construction
                      of any of its provisions.

              9.8     Governing Law.  The provisions of this Plan shall be
                      construed and interpreted according to the laws of the
                      State of California.

              9.9     Validity.  In case any provision of this Plan shall be
                      held illegal or invalid for any reason, said illegality
                      or invalidity shall not affect the remaining parts
                      hereof, but his Plan shall be construed and enforced as
                      if such illegal and invalid provisions had never been
                      inserted herein.

              9.10    Notice.  Any notice or filing required or permitted to be
                      given to the Committee under the Plan shall be sufficient
                      if in writing and hand delivered, or sent by registered
                      or certified mail, to any member of the Committee or the
                      Secretary of the Employer.  Such notice shall be deemed
                      given as of the date of delivery or, if delivery is made
                      by mail, as of the date shown on the postmark on the
                      receipt for registration or certification.

              9.11    Successors.  The provisions of this Plan shall bind and
                      inure to the benefit of the Company and its successors
                      and assigns.  The term successors as used herein shall
                      include any corporate or other business entity which
                      shall, whether by merger, consolidation, purchase or
                      otherwise acquire all or substantially all of the
                      business and assets of the Company, and successors of any
                      such corporation or other business entity.



















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     STOCKTON SAVINGS BANK


     By:  /s/ David K. Rea

     By:  /s/ Mark Barawed


     Dated:  March 5, 1996











































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                                STOCKTON SAVINGS BANK 
                             EXECUTIVE COMPENSATION PLAN
                                PARTICIPATION ELECTION



              I ___________________________ hereby elect my benefit payment 
                            Name

     option.

              I understand that I will receive benefit payments commencing on
     the first day of January of the year following my Retirement or death
     unless I elect to receive payments as specified below:

              _______ Commencing on the first day of the second month following
                      my Retirement.

              _______ Commencing on the first day of the second month following
                      my termination of employment.

              _______ Commencing ______________ (date).

              I understand that I will receive benefit payments in 36 monthly
     payments unless I elect to receive payments as specified below:

              _______ Lump Sum

              _______ A total of ____________  monthly payments.
                                  (12 to 36)

              Notwithstanding this Participation Election, upon termination
     from service prior to retirement for any reason other than death, benefits
     may be paid in a lump sum or over a 36 month period at the sole discretion
     of the employer.

              I hereby designate as my Beneficiary

              Name: _______________________________

              Address: _____________________________

              Relationship: __________________________


                Date  ___________________Signed  ___________________________






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