<PAGE>



                        VOID AFTER 5:00 P.M., LOS ANGELES TIME,
                                ON SEPTEMBER 30, 2001

No. 5                                                            15,000 Warrants

                                   MONARCH BANCORP

                     WARRANTS TO PURCHASE SHARES OF COMMON STOCK


         THIS CERTIFIES THAT, FOR VALUE RECEIVED, Mark Merlo (the
"Warrantholder") or its registered assigns, is the registered holder of the
number of Warrants (the "Warrants") set forth above.  Each Warrant entitles the
holder thereof to purchase from Monarch Bancorp, a California corporation (the
"Bancorp"), subject to the terms and conditions set forth hereinafter and in the
Warrant Agreement hereinafter referred to, one fully paid share of Common Stock,
no par value, of the Bancorp (the "Common Stock").  The Warrants may be
exercised on or after September 30, 1996 at any time or from time to time and
will expire at 5:00 P.M., Los Angeles time, on September 30, 2001 (the
"Expiration Date").  Upon the Expiration Date, all rights evidenced by the
Warrants shall cease and the Warrants shall become void.  Subject to the
provisions of the Warrant Agreement, the holder of each Warrant shall have the
right to purchase from the Bancorp until the Expiration Date (and the Bancorp
shall issue and sell to such holder of a Warrant) one fully paid share of Common
Stock (a "Warrant Share") at an exercise price (the "Exercise Price") of $1.98
per share upon surrender of this Warrant Certificate to the Bancorp at the
Bancorp's offices in Laguna Niguel with the form of election to purchase
appearing on this Warrant Certificate duly completed and signed, together with
payment of the Exercise Price by wire transfer or other immediately available
funds.

         The Exercise Price and the number of Warrant Shares for which the
Warrants are exercisable are subject to change or adjustment upon the occurrence
of certain events set forth in the Warrant Agreement.

         REFERENCE IS MADE TO THE PROVISIONS OF THIS WARRANT CERTIFICATE SET
FORTH BELOW, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME
EFFECT AS THOUGH FULLY SET FORTH ON THE FRONT OF THIS CERTIFICATE.

         This Warrant shall be governed by and construed in accordance with the
laws of the State of California.

         IN WITNESS WHEREOF, the Bancorp has caused this Warrant Certificate to
be executed by its duly authorized officers.

DATED:  November 5, 1996          MONARCH BANCORP


                                  By:
                                     --------------------------------------
                                  Name:     Hugh S. Smith, Jr.
                                  Title:    Chairman of the Board and
                                            Chief Executive Officer

ATTEST:


--------------------------------
Arnold Hahn, Corporate Secretary


                                    1 of 4

<PAGE>



         This Warrant Certificate is subject to all of the terms and conditions
of the Warrant Agreement, dated as of November 5, 1996 (the "Warrant
Agreement"), between the Bancorp and BP Financial, to all of which terms and
conditions the registered holder of the Warrant consents by acceptance hereof.
The  Warrant Agreement is incorporated herein by reference and made a part
hereof and reference is made to the Warrant Agreement for a full description of
the rights, limitations of rights, obligations, duties and immunities of the
Bancorp and the registered holders of Warrant Certificates.  Copies of the
Warrant Agreement are available for inspection at the offices of the Bancorp or
may be obtained upon written request addressed to the Bancorp at its offices in
Laguna Niguel, California.

         The Bancorp shall not be required upon the exercise of the Warrants
evidenced by this Warrant Certificate to issue fractional shares, but shall make
adjustment therefor in cash on the basis of the current market value of any
fractional interest as provided in the Warrant Agreement.

         If the Warrants evidenced by this Warrant Certificate shall be
exercised in part, the holder hereof shall be entitled to receive upon surrender
hereof another Warrant Certificate or Certificates evidencing the number of
Warrants not so exercised.

         The holder of this Warrant Certificate shall not, by virtue hereof, be
entitled to any of the rights of a stockholder in the Bancorp, either at law or
in equity, and the rights of the holder are limited to those expressed in the
Warrant Agreement.

         If this Warrant Certificate shall be surrendered for exercise within
any period during which the transfer books for the Bancorp's Common Stock are
closed for any purpose, the Bancorp shall not be required to make delivery of
certificates for shares purchasable upon such transfer until the date of the
reopening of said transfer books.

         Every holder of this Warrant Certificate, by accepting the same,
consents and agrees with the Bancorp and with every other holder of a Warrant
Certificate that:

              (a)  this Warrant Certificate is transferable on the registry
                   books of the Bancorp only upon the terms and conditions set
                   forth in the Warrant Agreement; and

              (b)  the Bancorp may deem and treat the person in whose name this
                   Warrant Certificate is registered as the absolute owner
                   hereof (notwithstanding any notation of ownership or other
                   writing hereon made by anyone other than the Bancorp) for
                   all purposes whatever and the Bancorp shall not be affected
                   by any notice to the contrary.

         The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

              TEN COM -      as tenants in common

              TEN ENT -      as tenants by the entireties

              JT TEN -       as joint tenants with right of survivorship and
                             not as tenants in common

              UNIF GIFT MIN ACT -

                   Custodian     under Uniform Gifts to Minors Act
              -----         -----


                                    2 of 4

<PAGE>

              (Cust)         (Minor)                       (State)
         Additional abbreviations may also be used though not in the above
         list.

         Deliver to:    Monarch Bancorp
                        30000 Town Center Drive
                        Laguna Niguel, California  92677










                                    3 of 4

<PAGE>

                               ELECTION TO PURCHASE

                            Dated:            19
                                  ------------   ---

    The undersigned hereby irrevocably exercises this Warrant to purchase
_____________ shares of Common Stock and herewith makes payment of
$_____________ in payment of the Exercise Price thereof on the terms and
conditions specified in this Warrant Certificate, surrenders this Warrant
Certificate and all right, title and interest herein to the Bancorp and directs
that the Warrant Shares deliverable upon the exercise of such Warrants be
registered in the name and at the address specified below and delivered thereto.


    Name:
         ----------------------------------------------------------------
                        (Please Print)
    Address:
            -------------------------------------------------------------
    City, State and Zip Code:
                             --------------------------------------------

    If such number of Warrant Shares is less than the aggregate number if
Warrant Shares purchasable hereunder, the undersigned requests that a new
Warrant Certificate representing the balance of such Warrant Shares to be
registered in the name and at the address specified below and delivered thereto.

    Name:
         ----------------------------------------------------------------
                        (Please Print)
    Address:
            -------------------------------------------------------------
    City, State and Zip Code:
                             --------------------------------------------
    Taxpayer Identification or Social Security Number:
                                                      -------------------
         Signature:
                   -----------------------------------


    NOTE:     The above signature must correspond with the name as written upon
              the face of this Warrant Certificate in every particular, without
              alteration or enlargement or any change whatsoever.



                                    4 of 4