<PAGE>


                    THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT,
                    FIRST AMENDMENT TO PLEDGE AGREEMENT AND WAIVER

     THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT, FIRST AMENDMENT TO PLEDGE
AGREEMENT AND WAIVER ("AMENDMENT") dated as of January 26, 1998 between WESTERN
BANCORP (formerly known as Monarch Bancorp), a California corporation (the
"BORROWER"), and THE NORTHERN TRUST COMPANY, an Illinois banking corporation
(the "LENDER").

     WHEREAS, the Borrower and the Lender have entered into a Revolving Credit
Agreement dated as of September 25, 1996, an Amendment thereto dated as of
November 27, 1996 and a Second Amendment thereto dated as of June 11, 1997
(collectively, the "EXISTING AGREEMENT") pursuant to which the Lender has agreed
to make revolving credit loans to Borrower;

     WHEREAS, Borrower and Lender have entered into a Pledge Agreement dated as
of September 25, 1996 (the "PLEDGE AGREEMENT") pursuant to which Borrower
pledged to Lender the stock of Western Bank, a California banking corporation
and a wholly owned subsidiary of the Borrower, as security for Borrower's
obligations to Lender under the Existing Agreement;

     WHEREAS, the parties wish to amend the Existing Agreement to increase the
Commitment of the Lender thereunder and otherwise amend the Existing Agreement
and Pledge Agreement; and

     WHEREAS, the Borrower was not in compliance with certain financial
covenants under the Existing Agreement and has requested Lender to waive such
non-compliance;

     NOW, THEREFORE, the parties agree as follows:

     Section 1.     DEFINITIONS. Terms defined in the introductory paragraphs
hereof shall have their respective defined meanings when used in this Amendment,
and except as otherwise expressly provided herein, terms defined in the Existing
Agreement or Pledge Agreement shall have their respective defined meanings when
used in this Amendment. In addition, the following terms shall have the
following meanings (terms defined in the introductory paragraphs or this SECTION
1 in the singular to have correlative meanings when used in the plural and VICE
VERSA):

     "EFFECTIVE DATE" means the first date, if any, which occurs before the
termination of this Amendment and on which the conditions precedent set forth in
SECTION 5 hereof shall have been satisfied.

     "RESTATED NOTE" shall mean a Second Amended and Restated Revolving Credit
Note in the form of EXHIBIT A attached hereto.

     Section 2.     AMENDMENTS TO EXISTING AGREEMENT. The following amendments
are hereby made to the Existing Agreement with effect only from and after the
Effective Date:


<PAGE>


               (a)  SECTION 1.2. SECTION 1.2 of the Existing Agreement is
amended by deleting the dollar amount "$13,000,000" in the first sentence
thereof and inserting in place thereof "$35,000,000".

               (b)  SECTION 2.1(b). SECTION 2.1(b) of the Existing Agreement is
amended by adding the phrase "Subject to SECTION 9," at the beginning of the
sentence.

               (c)  SECTION 2.7. SECTION 2.7 of the Existing Agreement is
amended by deleting the percentage "1/4 of 1%" appearing therein and
substituting the percentage "1/8 of 1%" therefor.

               (d)  SECTION 3.1(a). SECTION 3.1(a) of the Existing Agreement is
amended by deleting it in its entirety and substituting the following therefor:

                    "(a) Borrower shall repay in full (i) on the Reduction Date
the outstanding principal amount of the Loans, if any, in excess of $17,500,000
and (ii) on the Termination Date, the entire outstanding principal amount of the
Loans."

               (e)  SECTION 4.2. SECTION 4.2 of the Existing Agreement is
amended by adding the phrase ", except to the extent that enforceability may be
limited by applicable bankruptcy, insolvency or similar laws affecting
creditors' rights generally and subject to general principles of equity" to the
end of the last sentence thereof.

               (f)  SECTION 4.3. SECTION 4.3 of the Existing Agreement is hereby
amended by (i) deleting the dates "June 30, 1996", "December 31, 1995" and "June
30, 1996" appearing therein and substituting the dates "September 30, 1997",
"December 31, 1996" and "September 30, 1997" respectively, therefor and (ii)
deleting the dollar amount "$500,000" in the last sentence thereof and inserting
in place thereof "$3,000,000".

               (g)  SECTION 5.4(a). SECTION 5.4(a) of the Existing Agreement is
amended by deleting the dollar amount "$23,000,000" appearing therein and
substituting the dollar amount "$90,000,000" therefor.

               (h)  SECTION 5.4(b). SECTION 5.4(b) of the Existing Agreement is
hereby amended by deleting everything appearing after the phrase "Tangible Net
Worth" and before the period appearing therein.

               (i)  SECTION 5.4(e). SECTION 5.4(e) of the Existing Agreement is
amended by deleting the phrase "for the Borrower's 1996 fiscal year," and
substituting the phrase "for the Borrower's 1998 fiscal year" therefor and
deleting the phrase "the Merger (as hereinafter defined) in an aggregate amount
not to exceed $2,500,000" and inserting in place of the second deletion, the
phrase "any merger, consolidation or other restructuring contemplated by the
Merger Agreement or similar transactions only in an aggregate amount not to
exceed $25,000,000".

                                          2


<PAGE>


               (j)  SECTION 5.7(ii). SECTION 5.7(ii) of the Existing Agreement
is amended by adding the phrase "or ordinary course dividends not to exceed 50%
of net income per fiscal quarter of the Borrower before goodwill amortization
and any restructuring charges incurred in connection with any merger,
consolidation or other restructuring contemplated by the Merger Agreement or
similar transactions only" to the end of the parenthetical thereof.

               (k)  SECTION 5.10(b). SECTION 5.10(b) of the Existing Agreement
is hereby amended by deleting the first sentence thereof and substituting the
following therefor:

                    "Borrower shall use the proceeds of the Revolving
                    Credit Loans for working capital purposes; provided,
                    however, upon the occurrence of the No Restructuring
                    Date (hereinafter defined), the Borrower shall use
                    Revolving Credit Loan proceeds up to the maximum amount
                    of $35,000,000 for working capital purposes (which for
                    avoidance of doubt, shall not include acquisitions of
                    any kind) or to consummate the merger as contemplated
                    by the Merger Agreement (hereinafter defined);
                    provided, further, however, that the outstanding
                    principal balance of the Revolving Credit Loans shall
                    be reduced to $17,500,000 on or before the Reduction
                    Date."

               (l)  SECTION 5.10(b). SECTION 5.10(b) of the Existing Agreement
is amended by adding the phrase "Except as contemplated by the Merger
Agreement," at the beginning of the second sentence thereof.

               (m)  SECTION 5.11. SECTION 5.11 of the Existing Agreement is
amended to add to the end thereof the phrase "; provided, however, in the event
the No Reorganization Date shall occur, the Borrower will at all times be at
least "adequately capitalized" as defined in the Act referred to above and
within sixty (60) days after the Merger Effective Date be and at all times
thereafter, be "well capitalized" as defined in such Act".

               (n)  SECTIONS 5.13 and 5.14. New SECTIONS 5.13 and 5.14 are
hereby added to the Existing Agreement as follows:

                    "5.13. COLLATERAL. The Borrower shall deliver to the
                    Lender, within one (1) calendar day of the Merger
                    Effective Date, any new, additional, substitute or
                    replacement shares of Western Bank after giving effect
                    to the transactions contemplated by the Merger
                    Agreement, together with stock powers, duly executed in
                    blank and such shares shall constitute Pledged Shares
                    (as defined in the Pledge Agreement) under the Pledge
                    Agreement.

                                          3


<PAGE>

                    5.14. MERGER EFFECTIVE DATE. Within three (3) Banking
                    Days of the Merger Effective Date, the Borrower shall
                    deliver to the Lender the certificate contemplated by
                    the definition of Merger Effective Date.
                    Notwithstanding anything in SECTION 7.1 to the
                    contrary, Borrower's failure to comply with this
                    requirement shall constitute an immediate Event of
                    Default with no further action on the part of the
                    Lender required."

               (o)  SECTION 7.1(c). SECTION 7.1(c) of the Existing Agreement is
amended by (i) inserting the phrase "(after giving effect to any applicable cure
period)" after the phrase "event of default" appearing therein and (ii)
inserting the phrase "in an aggregate principal amount in excess of $1,000,000"
after the phrase "or other agreement" after the first time only that such phrase
appears therein.

               (p)  SECTION 7.1(h) of the Existing Agreement is amended by (i)
adding the phrase "and the Lender shall not have waived in writing any Event of
Default arising from such proceeding within five (5) Banking Days of the
commencement of such proceeding" immediately before the first semicolon
appearing therein, and (ii) deleting the dollar amount "$500,000" appearing
therein and inserting in place thereof the dollar amount "$3,000,000".

               (q)  SECTION 7.1(j). SECTION 7.1(j) of the Existing Agreement is
amended by deleting the phrase ", or Lender shall otherwise reasonably deem
itself insecure" therefrom and substituting the phrase "and Borrower shall not
have prepaid the Loans in an amount satisfactory to Lender or delivered
additional or substitute collateral acceptable to the Lender within five (5)
Banking Days after notice to the Borrower by Lender" therefor.

               (r)  SECTION 7.2(a). SECTION 7.2(a) of the Existing Agreement is
amended by deleting the phrase "Section 7.1(l)-(n)" appearing therein and
inserting in place thereof "Section 7.1(l)-(m)".

               (s)  DEFINITIONS. The definition of "Commitment" in SECTION
8.1(b) of the Existing Agreement is amended and restated in full to read as
provided below and the  following additional definitions are hereby added in
alphabetical order:

     "(b)      The term Commitment" shall mean (i) $13,000,000 in the aggregate
until the Banking Day immediately preceding the Merger Effective Date; (ii)
$17,500,000 in the aggregate from the Banking Day immediately preceding the
Merger Effective Date until the Termination Date, except as further contemplated
in CLAUSE (iii) hereof; and (iii) $35,000,000 in the aggregate from the No
Reorganization Date until the Reduction Date only.

     "Merger Agreement" means the Agreement and Plan of Merger dated as of the
30th day of July 1997 as Amended and Restated as of November 20, 1997 by and
among Borrower, Western Bank and Santa Monica Bank, as further amended, modified
or supplemented.

                                          4

<PAGE>


     "Merger Effective Date" means the date specified in a certificate of the
Secretary of the Borrower addressed to the Lender certifying that the Merger
Agreement or related document has been filed and accepted by the California
Secretary of State, but in no event shall such date be earlier than the filing
date or later effective date stamped on such document by the California
Secretary of State, a copy of which shall accompany such certificate to the
Lender.

     "No Reorganization Date" means the date specified in a certificate of the
Secretary of the Borrower delivered to the Lender, which date shall not be more
than one day prior to the Merger Effective Date, certifying that the merger
described in the Merger Agreement will be an all-cash merger.

     "Reduction Date" means September 30, 1998."

               (t)  SECTION 11. SECTION 11 of the Existing Agreement is amended
by adding the phrase "after an Event of Default or Unmatured Event of Default
shall have occurred and be continuing" after the phrase "At any time" appearing
therein.

               (u)  SECTION 13. The seventh sentence of SECTION 13 of the
Existing Agreement is amended by adding the phrase ", to the extent permitted by
applicable law" at the end thereof.

     Section 3.     WAIVER. The Borrower has advised the Lender that it is not
or has not been in compliance with SECTIONS 5.2(c) and (e) (FDIC Call Reports
and Reports to SEC and Shareholders), 5.4(e) (Return on Average Assets) and 5.7
(Dividends) of the Existing Agreement for fiscal periods ending on and before
December 31, 1997. As of and through December 31, 1997, the Lender waives on the
Effective Date pursuant to SECTION 7.2(b) of the Existing Agreement compliance
by the Borrower with SECTIONS 5.2(c) and (e), 5.4(e) and 5.7 of the Existing
Agreement The Lender's waiver of non-compliance with SECTIONS 5.2(c) and (e),
5.4(e) and 5.7 of the Existing Agreement is limited to the specific instance of
failure to comply which is described above and shall not be deemed a waiver of
or consent to any other failure to comply with the terms of SECTIONS 5.2(c) and
(e), 5.4(e) or 5.7 of the Existing Agreement or any other provisions of the
Existing Agreement. Such waiver shall not prejudice any right or remedies which
the Lender may have or be entitled to with respect to any such other breach of
SECTION 5.2(c) and (e), 5.4(e) or 5.7 or any other provision of the Existing
Agreement.

     Section 4.     AMENDMENTS TO PLEDGE AGREEMENT. The following amendments are
hereby made to the Pledge Agreement with effect only from and after the
Effective Date:

               (a)  DEFINITIONS. The definition of "Purchase Agreement" in
SECTION 1 of the Pledge Agreement is deleted and the following substituted
therefor:

               "Merger Agreement" shall have the same meaning herein as in
               the Loan Agreement."

               (b)  SECTION 3(c) OF THE PLEDGE AGREEMENT. SECTION 3(c) of the
Pledge Agreement is hereby amended by deleting the phrase "7 calendar days
following the date of the

                                          5


<PAGE>

Merger" appearing therein and substituting the phrase "one (1) calendar day
following the Merger Effective Date" therefor.

     Section 5.     CONDITIONS TO EFFECTIVE DATE. The occurrence of the
Effective Date shall be subject to the satisfaction, on and as of the Effective
Date, of the following conditions precedent:

               (a)  The Borrower and the Lender shall have executed and
delivered this Amendment.

               (b)  No Event of Default or Unmatured Event of Default shall have
occurred and be continuing under the Existing Agreement and the representations
and warranties of the Borrower in SECTION 4 of the Existing Agreement and in
SECTION 9 hereof shall be true and correct on and as of the Effective Date
assuming for purposes hereof that the representations and warranties were made
as of the Effective Date except for representations and warranties which relate
to a specific date and the Borrower shall have provided to the Lender a
certificate of a senior officer of the Borrower to that effect.

               (c)  The Borrower shall have provided to the Lender, in form and
substance satisfactory to the Lender, a certificate attaching a true and correct
copy of its articles of incorporation or bylaws as in effect on the date hereof.

               (d)  The Borrower shall have executed and delivered to the Lender
the Restated Note. Lender agrees to return to the Borrower the Amended and
Restated Revolving Credit Note dated June 11, 1997 marked "replaced".

               (e)  The Borrower shall have delivered to Lender a copy of a
resolution of the Board of Directors of Borrower, authorizing or ratifying, the
execution, delivery and performance, respectively, of this Amendment, the
Restated Note and the other documents provided for in this Amendment, certified
by the secretary or an assistant secretary of Borrower, and further certifying
the names of the officer(s) of the Borrower authorized to sign this Amendment,
the Restated Note and the other documents provided for in this Amendment,
together with a sample of the true signature of each such person (Lender may
conclusively rely on such certificate until formally advised by a like
certificate of any changes therein).

               (f)  The Borrower shall have delivered to Lender a certificate
signed by the secretary or a senior officer of Borrower acceptable to Lender to
the effect that attached thereto are true and complete copies of (i) the Merger
Agreement, (ii) all governmental approvals, licenses, consents, registrations
and filings required for the execution, delivery and performance by Borrower of
this Amendment and the agreements, documents and instruments provided for herein
and for the consummation of the transaction contemplated by the Merger
Agreement.

               (g)  The Borrower shall have delivered to Lender an opinion of
counsel to Borrower in the form of EXHIBIT B attached hereto.

                                          6


<PAGE>


               (h)  Borrower shall have paid a $10,000 fee to the Lender in
connection with Lender's issuance of a commitment letter specifying the terms
contained in this Amendment.

               (i)  The Borrower shall have delivered to Lender such other
documents and certificates as Lender may reasonably request.

     Section 6.     EFFECTIVE DATE NOTICE. Promptly following the occurrence of
the Effective Date, the Lender shall give notice to the Borrower of the
occurrence of the Effective Date, which notice shall be conclusive, and the
parties may rely thereon; provided, that such notice shall not waive or
otherwise limit any right or remedy of the Lender arising out of any failure of
any condition precedent set forth in SECTION 5 to be satisfied.

     Section 7.     TERMINATION. If the Effective Date shall not have occurred
on or before January 30, 1998, the Lender may terminate this Amendment by notice
in writing to the Borrower at any time before the occurrence of the Effective
Date; provided, that the Borrower's obligations under SECTION 14 shall survive
any such termination.

     Section 8.     RATIFICATION. The parties agree that neither the Existing
Agreement nor the Revolving Credit Note nor the Pledge Agreement has lapsed or
terminated; each is in full force and effect, and is and from and after the
Effective Date shall remain binding in accordance with its respective terms, as
amended hereby.

     Section 9.     REPRESENTATIONS AND WARRANTIES. The Borrower represents and
warrants to the Lender that:

               (a)  NO BREACH. The execution, delivery and performance of this
Amendment, the Existing Agreement and Pledge Agreement, each as amended hereby,
and the Restated Note will not conflict with or result in a breach of, or cause
the creation of a lien or require any consent (which consent has not already
been obtained) under the articles of incorporation or bylaws of the Borrower, or
any applicable law or regulation, or any order, injunction or decree of any
court or governmental authority or agency, or any agreement or instrument to
which the Borrower is a party or by which it or its property is bound.

               (b)  POWER AND ACTION: BINDING EFFECT. The Borrower has been duly
organized and is validly existing in good standing as a corporation under the
laws of the State of California and has all necessary power and authority to
execute, deliver and perform its obligations under this Amendment, the Existing
Agreement and Pledge Agreement, each as amended hereby, and the Restated Note;
the execution, delivery and performance by the Borrower of this Amendment, the
Existing Agreement and Pledge Agreement, each as amended hereby, and the
Restated Note have been duly authorized by all necessary action on its part; and
this Amendment, the Existing Agreement and Pledge Agreement, each as amended
hereby, and the Restated Note have been duly and validly executed and delivered
by the Borrower and constitute legal, valid and binding obligations, enforceable
in accordance with their respective terms, except to the extent that
enforceability may be limited by applicable bankruptcy, insolvency or similar
laws effecting creditors' rights generally and subject to general principles of
equity.



                                          7


<PAGE>


               (c)  APPROVALS. Except as set forth on SCHEDULE 9(c) attached
hereto, no authorizations, approvals or consents of, and no filings or
registrations with, any governmental or regulatory authority or agency or any
other person are necessary for the execution, delivery or performance by the
Borrower of this Amendment, the Existing Agreement or Pledge Agreement, each as
amended hereby, or the Restated Note, or for the validity or enforceability
thereof.

     Section 10.    CERTAIN USAGES. From and after the Effective Date, each
reference to the Existing Agreement, Pledge Agreement or the Revolving Credit
Note in the Existing Agreement, the Pledge Agreement and the other agreements,
documents or instruments referred to or provided for in or delivered under the
Existing Agreement shall be deemed to refer to the Existing Agreement and Pledge
Agreement, each as amended hereby, and the Revolving Credit Note as amended by
the Restated Note, respectively.

     Section 11.    SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon
and inure to the benefit of the Borrower, the Lender and their respective
successors and assigns, except that the Borrower may not transfer or assign any
of its rights or interest hereunder without the prior written consent of Lender.

     Section 12.    GOVERNING LAW. This Amendment shall be governed by, and
construed and interpreted in accordance with, the internal laws of the State of
Illinois.

     Section 13.    COUNTERPARTS. This Amendment and the Restated Note may be
executed in any number of counterparts and either party hereto may execute any
one or more of such counterparts, all of which shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page to this
Amendment or the Restated Note by telecopier shall be as effective as delivery
of a manually executed counterpart of this Amendment or Restated Note, as
applicable.

     Section 14.    EXPENSES. Whether or not the Effective Date shall occur,
without limiting the obligations of the Borrower under the Existing Agreement or
Pledge Agreement, the Borrower agrees to pay, or to reimburse on demand, all
reasonable costs and expenses incurred by the Lender in connection with the
negotiation, preparation, execution, delivery, modification, amendment or
enforcement of this Amendment, the Existing Agreement and the Pledge Agreement,
as amended hereby, the Restated Note and the other agreements, documents and
instruments referred to herein, including the reasonable fees and expenses of
Gardner, Carton & Douglas, special counsel to the Lender.

                                          8


<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their duly authorized officers as of the day and year first above
written.

                                   WESTERN BANCORP
                                   (formerly known Monarch Bancorp)



                                   By: /s/ Arnold C. Hahn
                                      -------------------------------
                                      Name:  Arnold C. Hahn
                                      Title: Executive Vice President and Chief
                                             Financial Officer

                                   THE NORTHERN TRUST COMPANY

                                   By: /s/ Thomas E. Bernhardt
                                      -------------------------------
                                      Name: Thomas E. Bernhardt
                                      Title: Vice President

                                          9


<PAGE>

                                      EXHIBIT A

                  SECOND AMENDED AND RESTATED REVOLVING CREDIT NOTE
                                (Bank Holding Company)

$35,000,000                                                    Chicago, Illinois
                                                                January 26, 1998

     FOR VALUE RECEIVED, on or before September 25, 1999, the scheduled maturity
date hereof, WESTERN BANCORP (formerly known as Monarch Bancorp), a California
corporation ("BORROWER"), promises to pay to the order of THE NORTHERN TRUST
COMPANY, an Illinois banking corporation (hereafter, together with any
subsequent holder hereof, called "LENDER"), at its main banking office at 50
South LaSalle Street, Chicago, Illinois 60675, or at such other place as Lender
may direct, the aggregate unpaid principal balance of each advance (a "LOAN" and
collectively the "LOANS") made by Lender to Borrower under the Revolving Credit
Agreement (hereinafter defined); provided, however, the Borrower agrees to pay
in full on or before the Reduction Date the outstanding principal balance of all
Loans in excess of $17,500,000, together with all accrued and unpaid interest
thereon. The total principal amount of Loans outstanding at any one time
hereunder shall not exceed THIRTY FIVE MILLION UNITED STATES DOLLARS
($35,000,000).

     Lender is hereby authorized by Borrower at any time and from time to time
at Lender's sole option to attach a schedule (grid) to this Note and to endorse
thereon notations with respect to each Loan specifying the date and principal
amount thereof, and the date and amount of each payment of principal and
interest made by Borrower with respect to each such Loan. Lender's endorsements
as well as its records relating to Loans shall be rebuttably presumptive
evidence of the outstanding principal and interest on the Loans, and, in the
event of inconsistency, shall prevail over any records of Borrower and any
written confirmations of Loans given to Borrower.

     Borrower agrees to pay interest on the unpaid principal amount from time to
time outstanding hereunder at on the dates and at the rate or rates as set forth
in the Revolving Credit Agreement (as hereinafter defined).

     Payments of both principal and interest are to be made in immediately
available funds in lawful money of the United States of America.

     This Note evidences indebtedness incurred under a Revolving Credit
Agreement dated as of September 25, 1996 executed by and between the Borrower
and Lender (together with all amendments, restatements and replacements thereto
or therefor, the "REVOLVING CREDIT AGREEMENT"), to which Revolving Credit
Agreement reference is hereby made for a statement of its terms and provisions,
including without limitation those under which this Note may be paid prior to
its due date or have its due date accelerated. Capitalized terms used but not
otherwise defined in this Note shall have the same meaning herein as in the
Revolving Credit Agreement. This Note amends and restates in full the Amended
and Restated Revolving Credit Note dated June 11, 1997 in the principal amount
of $13,000,000 issued by the Borrower under the


<PAGE>


Revolving Credit Agreement and evidences the indebtedness previously evidenced
thereby. This Note is secured by the collateral provided for in the Pledge
Agreement referred to in the Revolving Credit Agreement.

      This Note and any document or instrument executed in connection herewith
shall be governed by and construed in accordance with the internal law of the
State of Illinois, and shall be deemed to have been executed in the State of
Illinois. Unless the context requires otherwise, wherever used herein the
singular shall include the plural and vice versa, and the use of one gender
shall also denote the other. This Note shall bind Borrower, its successors and
assigns, and shall inure to the benefit of Lender, its successors and assigns,
except that Borrower may not transfer or assign any of its rights or interest
hereunder without the prior written consent of Lender. Borrower agrees to pay
upon demand all expenses (including without limitation attorneys' fees, legal
costs and expenses, and time charges of attorneys who may be employees of
Lender, in each case whether in or out of court, in original or appellate
proceedings or in bankruptcy) incurred or paid by Lender or any holder hereof in
connection with the enforcement or preservation of its rights hereunder or under
any document or instrument executed in connection herewith. Borrower expressly
and irrevocably waives presentment, protest, demand and notice of any kind in
connection herewith, to the extent such waiver is permitted by applicable law.

                                   WESTERN BANCORP
                                   (formerly known as Monarch Bancorp)



                                   By:
                                      -------------------------------
                                      Name:  Arnold C. Hahn
                                      Title: Executive Vice President and Chief
                                             Financial Officer

                                         -2-


<PAGE>



                                     EXHIBIT C

                                LIST OF SUBSIDIARIES

1.   Western Bank, a California corporation. Bank chartered by the State of
     California.

2.   Southern California Bank, a California corporation. Bank chartered by the
     State of California.

3.   M.B. Mortgage Company, Inc., a California corporation.

4.   Venture Partners, Inc., a California corporation.


<PAGE>


                                    SCHEDULE 9(c)

                                      APPROVALS

1.   Federal Reserve Bank of San Francisco, dated December 16, 1997.


2.   Department of Financial Institutions, dated December 17, 1997.

3.   Department of Financial Institutions, dated December 19, 1997.

4.   Federal Reserve Bank of San Francisco, dated November 25, 1997.

5.   Federal Deposit Insurance Corporation, dated December 16, 1997.

6.   Federal Deposit Insurance Corporation, dated December 16, 1997.

7.   Department of Financial Institutions, dated December 19, 1997.

8.   Department of Financial Institutions, dated December 17, 1997.