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                                                                    Exhibit 10.8


                             STOCKHOLDERS' AGREEMENT


        Stockholders' Agreement (this "Agreement"), dated as of this 20th day of
April 1998, by and among PBOC Holdings, Inc., a Delaware corporation (formerly
known as SoCal Holdings, Inc.) (the "Company"), and the Trustees of the Estate
of Bernice Pauahi Bishop, a trust organized under the laws of Hawaii ("Bishop"),
BIL Securities (Offshore) Limited, a corporation organized under the laws of New
Zealand ("BIL Securities"), and Arbur, Inc., a Delaware corporation ("Arbur")
(collectively the "Stockholders"), who are the holders of all of the outstanding
shares of common stock, par value $0.01 per share ("Common Stock") and all of
the outstanding shares of series preferred stock, par value $0.01 per share
("Preferred Stock") of the Company.

        WHEREAS, the Company and the Stockholders (which included BIL (Far East
Holdings) Limited which transferred its interest in the Company to BIL
Securities as of August 2, 1995) entered into an Agreement and Plan of
Reorganization dated as of June 1, 1995 ("Plan of Reorganization"), which
provided for the recapitalization of the Company and its wholly-owned
subsidiary, People's Bank of California (formerly known as Southern California
Federal Savings and Loan Association) (the "Bank");

        WHEREAS, Article II of the Plan of Reorganization provided, among other
things, that the Company would issue and sell to: (x) Bishop: $10.0 million
aggregate principal amount of its senior notes ("Senior Notes"), 85,000 shares
of its Preferred Stock, Series C ("Series C Preferred Stock"), 14,000 shares of
its Preferred Stock, Series D ("Series D Preferred Stock"), 226,000 shares of
its Preferred Stock, Series E ("Series E Preferred Stock"); (y) BIL Securities:
14,000 shares of Series D Preferred Stock and 106,000 shares of Series E
Preferred Stock; and (z) Arbur: 40,000 shares of Series D Preferred Stock
(collectively, the outstanding Series C Preferred Stock, Series D Preferred
Stock and Series E Preferred Stock is referred to as the "Outstanding Preferred
Stock"), and the Stockholders agreed to purchase such securities from the
Company;

        WHEREAS, the Company provided the Stockholders in the Plan of
Reorganization with, among other things, (i) a right of first refusal with
respect to the sale by the Company or the Bank of any shares of Capital
Securities (as defined in the Plan of Reorganization) of either of the Company
or the Bank, under the circumstances defined therein; and (ii) certain
continuing covenants as set forth in Article V of the Plan of Reorganization.

        WHEREAS, the Company and the Stockholders entered into a Stockholders'
Agreement dated as of June 1, 1995 (the "1995 Stockholders' Agreement"), which
provides, among other things, for restrictions on the ability of the
Stockholders to transfer shares of SCH Common Stock and registration rights
under various circumstances with respect to the Company's SCH Capital Stock, as
each term is defined in the 1995 Stockholders' Agreement;

        WHEREAS, the Company has filed a Registration Statement on Form S-1 (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") with respect to a proposed public offering of its Common Stock
(the "Public Offering") and, in connection therewith, but subject to
consummation of the Public Offering, the Stockholders desire to (i) take certain


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actions to amend and restate the Amended and Restated Certificate of
Incorporation and to adopt new Bylaws of the Company, (ii) simplify the
Company's capital structure, including an exchange of Outstanding Preferred
Stock for shares of Common Stock in accordance with the terms hereof and
prepayment of the Company's Senior Notes, (iii) terminate the remaining
operative provisions of the Plan of Reorganization and the 1995 Stockholders'
Agreement and (iv) agree to continuing Board representation by the Stockholders
subject to certain conditions; and

        WHEREAS, the Stockholders understand that in order to normalize the
number of shares of Common Stock and price per share of Common Stock that is
outstanding prior to the Public Offering, the Company has authorized a 32:1
stock split (the "Stock Split"), to be effected in the form of a stock dividend
of additional shares of Common Stock, which dividend is intended to be paid
subsequent to the exchange of Outstanding Preferred Stock for Common Stock and
immediately prior to the declaration of effectiveness by the Commission of the
Company's Registration Statement with respect to the Public Offering.

        NOW, THEREFORE, in consideration of the mutual promises and agreements
of the parties hereto and other good and valuable consideration, the parties
hereby agree as follows:

        1.     EFFECTIVE TIME OF AGREEMENT.

               Each of the transactions contemplated by this Agreement shall be
        taken immediately prior to the declaration of effectiveness by the
        Commission of the Company's Registration Statement with respect to the
        Public Offering

        2.     AGREEMENT WITH RESPECT TO AMENDMENT AND RESTATEMENT OF
               CERTIFICATE OF INCORPORATION AND ADOPTION OF NEW BYLAWS.

               (a) The Stockholders hereby authorize the Board of Directors to
        adopt the Amended and Restated Certificate of Incorporation of the
        Company in the form attached hereto as Exhibit A (the "Amended
        Certificate") and authorize the Board of Directors to cause such Amended
        Certificate to be filed with the Delaware Secretary of State immediately
        prior to consummation of the Public Offering. The Stockholders hereby
        approve and affirm the adoption and filing with the Delaware Secretary
        of State of the Amended Certificate.

               (b) The Stockholders hereby authorize the Board of Directors to
        adopt new Bylaws in the form attached hereto as Exhibit B, which Bylaws
        shall be effective upon consummation of the Public Offering.

        3.     EXCHANGE OF OUTSTANDING PREFERRED STOCK.

               (a) The Stockholders acknowledge that the terms of the
        Certificate of Designation and Preferences with respect to each series
        of Outstanding Preferred Stock provides that the Company has the right
        to redeem the Outstanding Preferred Stock at any time, upon providing


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        specified notice to each of the Stockholders as to the date and place of
        redemption. The Stockholders hereby agree with the Company that in lieu
        of said redemption of the Outstanding Preferred Stock, each share of
        Outstanding Preferred Stock shall be exchanged for shares of Common
        Stock, which exchange shall take place prior to the Stock Split and the
        commencement of the Public Offering. Thus, Bishop, BIL Securities and
        Arbur shall receive 178,571.428572, 65,934 and 21,978.021978 shares of
        Common Stock in such exchange, respectively. Notwithstanding the
        foregoing, the Pricing Committee of the Company's Board of Directors
        which has been established in connection with the Public Offering may,
        in their discretion, determine not to exchange the full amount of BIL
        Securities' Outstanding Preferred Stock prior to commencement of the
        Public Offering. To the extent that not all of BIL Securities'
        Outstanding Preferred Stock is so exchanged, the Stockholders hereby
        authorize the Pricing Committee to exchange such Outstanding Preferred
        Stock of BIL Securities for Common Stock of the Company immediately
        following the commencement of the Public Offering under terms which
        would provide BIL Securities with shares of Common Stock of equivalent
        value to that which was exchanged for the Stockholders pursuant to this
        Section 3 prior to commencement of the Public Offering.

               (b) The Stockholders acknowledge that the accumulated and unpaid
        dividends on the Outstanding Preferred Stock, at the stated dividend
        rate with respect to each of the Series C Preferred Stock, Series D
        Preferred Stock and Series E Preferred Stock, shall be paid by the
        Company to the Stockholders following the closing of the Public Offering
        by wire transfer of funds to the account designated in writing by each
        Stockholder to the Secretary of the Company. The Stockholders
        acknowledge that the Outstanding Preferred Stock shall be cancelled by
        the Company upon consummation of such exchange and the Public Offering.

        4.     PREPAYMENT OF SENIOR NOTES.

               Bishop agrees that effective upon consummation of the Public
        Offering and pursuant to Section 7 of the Senior Notes, the Company
        shall prepay all $10.0 million aggregate principal amount of the Senior
        Notes. Bishop acknowledges that immediately following the Public
        Offering, the Company shall pay Bishop the aggregate principal amount of
        such Senior Notes, plus accrued interest thereon to the date of
        prepayment (but not including the date of prepayment), by wire transfer
        of funds to the account designated in writing by Bishop to the Secretary
        of the Company. Bishop acknowledges that the Senior Notes shall be
        marked "paid in full" by the Company following such prepayment
        hereunder. 

        5.      TERMINATION OF PLAN OF REORGANIZATION AND 1995
                STOCKHOLDERS' AGREEMENT.

               The Stockholders agree that the remaining operative provisions of
        the Plan of Reorganization and the 1995 Stockholders' Agreement in its
        entirety are terminated effective with the consummation of the Public
        Offering.


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        6.     CONTINUING BOARD REPRESENTATION BY STOCKHOLDERS.

               (a) The Company agrees that for so long as each Stockholder
        continues to be a Material Stockholder (as defined in Section 6(b)
        hereof), if requested by such Stockholder, it shall (i) exercise all
        authority under applicable law to cause the number of nominees permitted
        to be designated by such Stockholder (as provided in Section 6(b)
        hereof) and consented to by the Board of Directors of the Company (such
        consent not to be unreasonably withheld) (a "Company Designated
        Director") to be included in the slate of nominees recommended by the
        Board of Directors to stockholders for election as directors at each
        annual meeting of stockholders of the Company after the date of this
        Agreement at which the term of the Company Designated Director is
        scheduled to expire (subject to the satisfaction of any applicable
        regulatory requirements), and (ii) use all practical efforts to cause
        the election of such slate, including such Company Designated Director.

               (b) For purposes of this Section 6, Bishop shall be considered a
        Material Stockholder and entitled to nominate two (2) directors for
        election to the Company's Board of Directors for so long as Bishop
        beneficially owns 9.9% or more of the Company's outstanding Common Stock
        following the consummation of the Public Offering. Bishop shall be
        considered a Material Stockholder entitled to nominate one (1) director
        for election to the Company's Board of Directors for so long as Bishop
        beneficially owns less than 9.9% but 5.0% or more of the Company's
        outstanding Common Stock following the consummation of the Public
        Offering. BIL Securities and Arbur collectively shall be considered a
        Material Stockholder entitled to nominate one (1) director for election
        to the Company's Board of Directors for so long as BIL Securities and
        Arbur collectively beneficially own 5.0% or more of the Company's
        outstanding Common Stock following the consummation of the Public
        Offering. Bishop shall not be considered a Material Stockholder if
        Bishop's beneficial ownership of the Company's outstanding Common Stock
        following consummation of the Public Offering is less than 5.0% and BIL
        Securities and Arbur collectively shall not be considered Material
        Stockholders if BIL Securities' and Arbur's collective beneficial
        ownership of the Company's outstanding Common Stock following
        consummation of the Public Offering is less than 5.0% For purposes of
        this Agreement, "beneficial ownership" shall have the meaning set forth
        in Section 13(d) of the Securities Exchange Act of 1934, as amended.

               (c) Notwithstanding any other provision of this Section 6, the
        Company shall not be required to take any action required by this
        Section 6 if such action would cause the Company to be in violation of
        any law, regulation, order or other written requirement of the Office of
        Thrift Supervision, the Federal Deposit Insurance Corporation, or any
        successor thereto, provided that the Company agrees to promptly use its
        reasonable best efforts to remove any regulatory impediment to the
        exercise of the Stockholder's rights under this Agreement.

               (d) The Company agrees that in the event that a Stockholder's
        Company Designated Director elected to the Board of Directors of the
        Company shall cease to serve as a director for any reason while such
        Stockholder remains a Material Stockholder, the vacancy resulting


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        therefrom (including a vacancy on any committee of the Board of
        Directors) will be filled promptly by the Board of Directors with a
        substitute Company Designated Director designated by such Stockholder if
        requested to do so by such Stockholder.

               (e) Unless otherwise approved by the requisite vote of all
        stockholders required by the Company's Amended and Restated Certificate
        of Incorporation to amend the Bylaws, for so long as the provisions of
        this Section 6 shall be applicable, the Bylaws of the Company shall
        provide for and the Board of Directors shall be comprised of seven (7)
        directors.

               (f) Notwithstanding any other provisions of this Agreement and
        subject to any applicable regulatory restrictions, the Stockholders
        shall at all times have and retain a right of attendance at Board of
        Directors meetings, irrespective of their continued status as Material
        Stockholders, until such time as the Litigation shall have been settled
        or otherwise terminated (and any Litigation Recovery therefrom
        distributed) in accordance with the Shareholder Rights Agreement
        executed contemporaneously with this Agreement, or until the
        Stockholders shall have transferred all of their Rights under such
        Shareholder Rights Agreement. For purposes of this Section 6(f), the
        terms "Litigation," "Litigation Recovery," and "Rights" shall have the
        meaning set forth in such Shareholder Rights Agreement.

        7.     REPRESENTATIONS AND WARRANTIES.

               Each of the parties hereto represents and warrants to the other
        parties that (i) such party has full power and authority to enter into
        this Agreement and to perform its obligations hereunder, (ii) such party
        has taken all actions required to authorize the execution of this
        Agreement and the performance of its obligations hereunder, (iii) this
        Agreement is a valid and binding obligation upon and enforceable in
        accordance with its terms against such party, and (iv) such party will
        not take any action inconsistent with the purposes and provisions of
        this Agreement.

        8.     EXECUTION IN COUNTERPARTS.

               This Agreement may be executed in any number of counterparts and
        by different parties hereto on separate counterparts, each of which
        counterparts, when so executed and delivered, shall be deemed to be an
        original and all of which counterparts, taken together, shall constitute
        but one and the same Agreement.

        9.     GOVERNING LAW.

               This Agreement shall be deemed to be a contract made under the
        laws of the State of California and for all purposes shall be construed
        in accordance with the laws of said State, without regard to principles
        of conflict of laws.


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        10.    ENTIRE AGREEMENT.

               This Agreement constitutes the entire contract between the
        parties relative to the subject matter hereof and all other previous
        agreements among the parties relative to the subject matter hereof are
        superseded by this Agreement.

        11.    SURVIVAL.

               The provisions of Section 6 shall survive the consummation of the
        Public Offering and shall continue in full force and effect thereafter,
        but only so long as any of the Stockholders are Material Stockholders.


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        IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first shown above.


                                PBOC HOLDINGS, INC.

                                By:             /s/ Rudolf P. Guenzel
                                        -------------------------------------
                                Name:   Rudolf P. Guenzel
                                Title:  President and Chief Executive Officer


                                STOCKHOLDERS:

                                By:           /s/ Richard Sung Hong Wong
                                        -------------------------------------
                                Name:   Richard Sung Hong Wong
                                Title:  Trustee


                                By:              /s/ Lokelani Lindsey
                                        -------------------------------------
                                Name:   Marion Mae Lokelani Lindsey
                                Title:  Trustee


                                By:               /s/ Oswald Stender
                                        -------------------------------------
                                Name:   Oswald Kofoad Stender
                                Title:  Trustee


                                BIL SECURITIES (OFFSHORE) LIMITED

                                By:             /s/ Michael S. Dreyer
                                        -------------------------------------
                                Name:   Michael S. Dreyer
                                Title:  Attorney-in-Fact


                                ARBUR, INC.

                                By:            /s/ Christine W. Jenkins
                                        -------------------------------------
                                Name:   Christine W. Jenkins
                                Title:  Vice President and Secretary


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