<PAGE>


                         RESTATED ARTICLES OF INCORPORATION
                                          OF
                                   MONARCH BANCORP

Matthew P. Wagner and Arnold C. Hahn hereby certify that:

          1.  They are the President and Secretary, respectively, of Monarch
Bancorp, a California Corporation.

          2.  The articles of incorporation of Monarch Bancorp, as amended to
the date of the filing of this certificate, including amendments set forth
herein but not separately filed (and with the omissions required by Section 910
of the California Corporations Code) are restated as follows:

          ARTICLE ONE. The name of the Corporation shall be:

                                   WESTERN BANCORP

          ARTICLE TWO.  The purpose of the Corporation is to engage in any
          lawful act or activity for which a corporation may be organized under
          the General Corporation Law of California other than the banking
          business, the trust company business or the practice of a profession
          permitted to be incorporated by the California Corporations Code.

          ARTICLE THREE. (a) The Corporation is authorized to issue two classes
          of shares designated "Preferred Stock" and "Common Stock,"
          respectively.  The number of shares of Preferred Stock authorized to
          be issued is Five Million (5,000,000) and the number of shares of
          Common Stock authorized to be issued is One Hundred Million
          (100,000,000).  Upon the restatement of this article to read as set
          forth herein, each 8.5 outstanding shares of Common Stock are
          converted into 1.0 share of Common Stock.

          (b)  The Preferred Stock may be divided into such number of
          series as the Board of Directors may determine.  The Board of
          Directors is authorized to determine and alter the rights,
          preferences, privileges and restrictions granted to or imposed
          upon any wholly unissued series of Preferred Stock, and to fix
          the number of shares of any


<PAGE>


          series of Preferred Stock and the designation of any such
          series of Preferred Stock.  The Board of Directors, within
          the limits and restrictions stated in any resolution or
          resolutions of the Board of Directors originally fixing the
          number of shares constituting any series, may increase or
          decrease (but not below the number of shares of such series
          then outstanding) the number of shares of any series
          subsequent to the issue of shares of that series.

          ARTICLE FIVE.  DIRECTOR LIABILITY

          The liability of the directors of the corporation for
          monetary damages shall be eliminated to the fullest extent
          permissible under California law.

          ARTICLE SIX.  INDEMNIFICATION

          The Corporation is authorized to provide indemnification of
          agents (as defined in Section 317 of the Corporations Code)
          for breach of duty to the corporation and its stockholders
          through bylaw provisions or through agreements with agents,
          or both, in excess of the indemnification otherwise
          permitted by Section 317 of the California Corporations
          Code, subject to the limits on such excess indemnification
          set forth in Section 204 of the California Corporations
          Code.

          3.  The foregoing amendment and restatement of the Articles of
Incorporation has been duly approved by the Board of Directors.

          4.  The foregoing amendment and restatement of Articles of
Incorporation has been duly approved by the required vote of shareholders in
accordance with Section 902 of the California Corporations Code.  The total
number of outstanding shares of the Corporation entitled to vote is 4,043,885,
after giving effect to the reverse stock split provided for herein.  The number
of shares voting in favor of the amendment equaled or exceeded the vote
required.  The percentage vote required was more than 50%.

                                         -2-


<PAGE>


We further declare under penalty of perjury under the law of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.

Date: June 2, 1997
                                   /s/ Matthew P. Wagner
                                   -------------------------------
                                   Matthew P. Wagner
                                   President


                                   /s/ Arnold C. Hahn
                                   -------------------------------
                                   Arnold C. Hahn
                                   Secretary

                                          -3-