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                                                                    Exhibit 10.5

                               PBOC HOLDINGS, INC.
                         DEFERRED COMPENSATION PLAN FOR
                              CERTAIN KEY EMPLOYEES


        A.     PARTICIPANTS. Any key employee ("Employee") of PBOC Holdings,
               Inc. ("Corporation"), or any wholly owned subsidiary of the
               Corporation ("Subsidiary"), including People's Bank of
               California (the "Bank") who has been designated as eligible to
               participate under this plan ("Plan") by the Board of Directors
               of the Corporation ("Board"), may elect to become a participant
               ("Participant") under the Plan by filing written notice
               ("Notice") with the Corporation or a Subsidiary of the
               Corporation for whom the Employee performs his services
               ("Employer"), in the form prescribed by the Board.

        B.     DEFERRED COMPENSATION.  Any Participant may elect, in accordance 
               with Section E of this Agreement, to defer annually the receipt
               of a portion of the compensation otherwise payable to him by an
               Employer in any calendar year, which portion shall be designated
               by him but shall not exceed an amount, if any, previously
               approved by the Board in writing. Any compensation deferred
               pursuant to this Section shall be recorded by the Corporation in
               a deferred compensation account ("Account") maintained in the
               name of the Participant, which account shall be credited on 
               each date for payment of compensation, in accordance with the 
               Employer's normal practices, with a dollar amount equal to 
               (a) the total amount of compensation deferred during a 
               calendar year under the Plan, divided by (b) the total number 
               of such dates for payment occurring during the calendar year. 

                    The Corporation shall furnish each Participant with an 
               annual statement of his Account. The Corporation shall also 
               credit interest or other earnings on investment of amounts in 
               an Account to the Account on the date received until final 
               distribution of the account pursuant to Section 4 of the Plan. 
               The amount of compensation that a Participant elects to defer 
               under this Section will remain constant until suspended or
               modified by the filing of another election with the Corporation
               by a Participant in accordance with Section 5 of the Plan.

        C.     INVESTMENT OF DEFERRED AMOUNTS.  In connection with the adoption 
               of this Plan, the Corporation is adopting a trust pursuant to
               Section F. All amounts credited to an Account shall be invested
               in accordance with the terms of such trust. A Participant shall
               be entitled to the value of the assets relating to a
               Participant's Account (including any earnings and investment
               appreciation or depreciation thereon) which are acquired with
               amounts deferred under this Plan as reflected in a Participant's
               Account balance under such trust as of the date of any
               distribution made pursuant to the terms of this Plan. All
               amounts deferred under this Plan and distributed pursuant to
               Section D shall be in the form of common stock of the
               Corporation or any successor thereto.

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        D.     DISTRIBUTION.

               1.      Unless otherwise agreed to by the Corporation and a
                       Participant in writing at the time a Participant makes an
                       election to defer compensation pursuant to Section E, the
                       Corporation shall pay the the Participant all amounts
                       credited to the Participant's Account as of the date of
                       the Participant's termination of service or employment
                       with Corporation and all other Employers for reasons
                       other than death.

               2.      Upon termination of a Participant's service or employment
                       with the Corporation and all other Employers by reason of
                       his death, the Participant's designated beneficiary or
                       beneficiaries will be entitled to receive all other
                       amounts credited to the Account of the Participant as of
                       the date of his death.  Said amounts shall be payable in
                       a lump sum.

               3.      Upon the death of the Participant prior to complete
                       distribution to him of the entire balance of his Account
                       (and after the date of termination of his service or
                       employment with the Corporation and all other Employers),
                       the balance of his Account on the date of his death shall
                       be payable to the Participant's designated beneficiary or
                       beneficiaries pursuant to paragraph (4) of this Section.

               4.      Unless the otherwise agreed to by the Corporation and a
                       Participant in writing as contemplated by Section D(1)
                       hereinabove, the Corporation, shall direct distribution
                       of the amounts credited to a Participant's Account,
                       including earnings and investment return pursuant to
                       Section C, to a Participant or his beneficiary or
                       beneficiaries pursuant to the preceding paragraphs of
                       this Section, in a lump sum. Distribution shall be made
                       on the first day of the month next following:

                       a.     the date upon which the Participant's service or 
                              employment with the Corporation terminates in the 
                              event of a distribution pursuant to
                              paragraphs (1) or (2) of this Section; or

                       b.     the date of the Participant's death in the event
                              of a distribution pursuant to paragraph (3) of
                              this Section.

        E.     ELECTION TO DEFER COMPENSATION.  The Notice by which a 
               Participant elects to defer compensation as provided in this
               Agreement shall be in writing, signed by the Participant, and
               delivered to the Corporation prior to January 1 of the calendar
               year in which the compensation to be deferred is otherwise
               payable to the Participant; provided, however, for the first
               year that this Plan is in effect, a Participant may elect to
               defer compensation to which the Participant may become entitled
               in the future under any employment agreement in effect with the
               Corporation or the Bank as of the date of

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               adoption of this Plan by the Board by providing the Corporation
               written notice of such of the Participant's intent to defer on 
               or before April 30, 1998. Such election (and any subsequent 
               election) will continue until suspended or modified in a writing
               delivered by the Participant to the Corporation, which new 
               election shall only apply to compensation otherwise payable to
               the Participant after the end of the calendar year in which 
               such election is delivered to the Corporation. Any deferral 
               election made by the Participant shall be irrevocable with 
               respect to any compensation covered by such election, 
               including the compensation payable in the calendar year in 
               which the election suspending or modifying the prior election 
               is delivered to the Corporation.

        F.     PARTICIPANT'S RIGHTS UNSECURED.

               1.      The right of the Participant or his designated 
                       beneficiary to receive a distribution hereunder shall be
                       an unsecured claim against the general assets of the
                       Corporation, and neither the Participant nor his
                       designated beneficiary shall have any rights in or
                       against any amount credited to his Account or any other
                       specific assets of the Corporation. All amounts credited
                       to an Account shall constitute general assets of the
                       Corporation and may be disposed of by the Corporation at
                       such time and for such purposes as it may deem
                       appropriate. An Account may not be encumbered or
                       assigned by a Participant or any beneficiary.

               2.      To fund its obligations under the Plan, the Corporation 
                       may elect to form a trust, or to utilize a preexisting
                       trust to purchase and hold the alternative forms of
                       assets, including shares of stock of the Corporation,
                       subject to compliance with all applicable securities
                       laws. If the Corporation elects to use a trust to fund
                       its obligations under the Plan, a Participant shall have
                       no right to demand the transfer to him of stock or other
                       assets from the Corporation, or from such a trust formed
                       or utilized by the Corporation. Any assets held in a
                       trust, including shares of stock of the Corporation, may
                       be distributed to a Participant at the value thereof
                       determined by the Board (or the Executive Committee
                       thereof) as aforesaid in payment of part or all of the
                       Corporation's obligations under the Plan. The right of a
                       Participant or his designated beneficiary to receive a
                       distribution hereunder shall be an unsecured claim
                       against the general assets of the Corporation or any
                       assets of the Bank. All amounts credited to the account
                       of Participants, whether or not held in a trust, shall
                       constitute general assets of the Corporation and may be
                       disposed of by the Bank at such time and for such
                       purposes as it may deem appropriate.

        G.     AMENDMENTS TO THE PLAN. The Board may amend the Plan at any time,
               without the consent of the Participants or their beneficiaries,
               provided, however, that no amendment shall divest any Participant
               or beneficiary of the credits to his Account, or of any rights to
               which he would have been entitled if the Plan had been terminated
               immediately prior to the effective date of such amendment.

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        H.     TERMINATION OF THE PLAN. The Board may terminate the Plan at any
               time. Upon termination of the Plan, distribution of the credits
               to a Participant's Account shall be made in the manner and at the
               time heretofore prescribed; provided that no additional credits
               shall be made to the Account of a Participant following
               termination of the Plan other than earnings, investment
               appreciation or depreciation thereon credited pursuant to 
               Section C.

        I.     EXPENSES.  Costs of administration of the Plan will be paid by 
               the Corporation and/or by such of its Subsidiaries with
               Employees participating in the Plan as may be determined by the
               Board.

        J.     NOTICES.  Any notice or election required or permitted to be 
               given hereunder shall be in writing and shall be deemed to be 
               filed:

               1.      on the date it is personally delivered to the Secretary 
                       of the Corporation or a Subsidiary, as the case may be; 
                       or

               2.      three business days after it is sent by registered or
                       certified mail, addressed to such Secretary at PBOC
                       Holdings, Inc., 5900 Wilshire Boulevard, Los Angeles,
                       California 90036.

        K.     NO GUARANTEE OF BENEFITS. Nothing contained in the Plan shall
               constitute a guaranty by the Corporation or the Bank or any other
               person or entity that the assets of the Corporation or the Bank
               will be sufficient to pay any benefit hereunder.

        L.     NO ENLARGEMENT OF EMPLOYEE RIGHTS. No Participant shall have any
               right to receive a distribution of contributions made under the
               Plan except in accordance with the terms of the Plan.
               Establishment of the Plan shall not be construed to give any
               Participant the right to be retained in the service of the
               Corporation or the Bank.

        M.     SPENDTHRIFT PROVISION. No interest of any person or entity in, or
               right to receive a distribution under, the Plan shall be subject
               in any manner to sale, transfer, assignment, pledge, attachment,
               garnishment, or other alienation or encumbrance of any kind; nor
               may such interest or right to receive a distribution be taken,
               either voluntarily or involuntarily, for the satisfaction of the
               debts of, or other obligations or claims against, such person or
               entity, including claims for alimony, support, separate
               maintenance and claims in bankruptcy proceedings.

        N.     APPLICABLE LAW. The Plan shall be construed and administered
               under the laws of the State of California.

        O.     INCAPACITY OF RECIPIENT.  If any person entitled to a 
               distribution under the Plan is deemed by the Corporation or 
               the Bank to be incapable of personally receiving and giving a 
               valid receipt for such payment, then, unless and until claim 
               therefor shall have

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               been made by a duly appointed guardian or other legal 
               representative of such person, the Corporation or the Bank
               may provide for such payment or any part thereof to be made to
               any other person or institution then contributing toward or
               providing for the care and maintenance of such person. Any such
               payment shall be a payment for the account of such person and a
               complete discharge of any liability of the Corporation or the 
               Bank and the Plan therefor.

        P.     CORPORATE SUCCESSORS. The Plan shall not be automatically
               terminated by a transfer or sale of assets of the Corporation or
               the Bank or by the merger or consolidation of the Corporation or
               the Bank into or with any other corporation or other entity, but
               the Plan shall be continued after such sale, merger or 
               consolidation only if and to the extent that the transferee,
               purchaser or successor entity agrees to continue the Plan. In
               the event that the Plan is not continued by the transferee, 
               purchaser or successor entity, then the Plan shall terminate 
               subject to the provisions of Section H.

        Q.     UNCLAIMED BENEFIT.  Each Participant shall keep the Corporation 
               informed of his current address and the current address of his 
               designated beneficiary. The Corporation shall not be obligated
               to search for the whereabouts of any person. If the location of
               a Participant is not made known to the Corporation within three
               (3) years after the date on which payment of the Participant's
               account may first be made, payment may be made as though the
               Participant had died at the end of the three-year period. If,
               within one additional year after such three year period has
               elapsed, or, within three years after the actual death of a
               Participant, the Corporation is unable to locate any designated
               beneficiary of the Participant, then the Corporation shall have
               no further obligation to pay any benefit hereunder to such
               Participant or designated beneficiary and such benefit shall be
               irrevocably forfeited.

        R.     LIMITATIONS ON LIABILITY. Notwithstanding any of the preceding
               provisions of the Plan, neither the Corporation nor the Bank nor
               any individual acting as employee or agent of the Corporation or
               the Bank shall be liable to any Participant, former Participant
               or other person for any claim, loss, liability or expense
               incurred in connection with the Plan.


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