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                              AMENDED AND RESTATED
                                SGV BANCORP, INC.
                           CHANGE IN CONTROL AGREEMENT


      This  AGREEMENT  ("Agreement")  is made effective as of June 28, 1995, and
amended and  restated as of  ______________,  1998,  by and between SGV Bancorp,
Inc. (the "Holding  Company"),  a  corporation  organized  under the laws of the
State of Delaware,  with its office at 225 North Barranca  Street,  West Covina,
California, and __________________ ("Executive").  The term "Association" refers
to First  Federal  Savings  and Loan  Association  of San  Gabriel  Valley,  the
wholly-owned subsidiary of the Holding Company or any successor thereto.

      WHEREAS,  the Holding  Company  recognizes  the  substantial  contribution
Executive  has made to the Holding  Company  and wishes to protect her  position
therewith for the period provided in this Agreement; and

      WHEREAS,  Executive  has  agreed  to serve in the  employ  of the  Holding
Company or an affiliate thereof.

      NOW, THEREFORE,  in consideration of the contribution and responsibilities
of Executive,  and upon the other terms and conditions hereinafter provided, the
parties hereto agree as follows:

1.    TERM OF AGREEMENT.
      -----------------

      The term of this  Agreement  shall be deemed to have  commenced  as of the
date first above  written and shall  continue for a period of  twenty-four  (24)
full calendar months  thereafter (the "initial  term").  Commencing on the first
anniversary  date of this  Agreement,  and continuing at each  anniversary  date
thereafter,  the board of  directors of the Holding  Company  (the  "Board") may
extend the  Agreement an  additional  year such that the  remaining  term of the
Agreement shall be twenty-four (24) full calendar months.  The Board will review
the  Agreement and  Executive's  performance  at least  annually for purposes of
determining whether to extend the Agreement and the results of such review shall
be included in the minutes of the Board's  meeting.  The Board shall give notice
to the  Executive  as soon as  possible  after  such  review as to  whether  the
Agreement  is to  be  extended.  Notwithstanding  any  other  provision  of  the
Agreement,  however,  in the event of a Change in Control as hereinafter defined
in Section 2(b) of this Agreement,  the Agreement shall be automatically renewed
such that the  initial  term of the  Agreement  shall  commence  on the date the
Change in  Control  occurs and the term of the  Agreement  shall end on the date
twenty-four (24) full calendar months thereafter.


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2.    CHANGE IN CONTROL.
      -----------------

      (a) Upon the occurrence of a Change in Control of the Holding  Company (as
herein  defined in Section  2(b))  followed  at any time during the term of this
Agreement by the termination of Executive's employment, other than for Cause, as
defined in Section 2(c) hereof,  the  provisions of Section 3 shall apply.  Upon
the occurrence of a Change in Control,  Executive  shall have the right to elect
to  voluntarily  terminate  her  employment  at any time during the term of this
Agreement.

      (b)  For  purposes  of  this  Agreement,  a  "Change  in  Control"  of the
Association  or Holding  Company shall mean an event of a nature that: (i) would
be required  to be  reported  in response to Item 1(a) of the Current  Report on
Form 8-K,  as in effect on the date  hereof,  pursuant to Section 13 or 15(d) of
the Securities  Exchange Act of 1934, as amended (the "Exchange  Act");  or (ii)
results in a Change in Control of the  Association or the Holding Company within
the meaning of the Home Owners'  Loan Act of 1933 and the Rules and  Regulations
promulgated  by the Office of Thrift  Supervision  ("OTS")  (or its  predecessor
agency),  as in  effect  on the date  hereof  (provided,  that in  applying  the
definition of change in control as set forth under the rules and  regulations of
the OTS, the Board shall  substitute its judgment for that of the OTS); or (iii)
without  limitation such a Change in Control shall be deemed to have occurred at
such time as (A) any "person"  (as the term is used in Sections  13(d) and 14(d)
of the Exchange  Act) is or becomes the  "beneficial  owner" (as defined in Rule
13d-3 under the Exchange  Act),  directly or  indirectly,  of  securities of the
Association or the Holding Company representing 20% or more of the Association's
or the Holding Company's outstanding securities except for any securities of the
Association  purchased by the Holding  Company in connection with the conversion
of the  Association  to the  stock  form  and any  securities  purchased  by any
employee benefit plan of the Association,  or (B) individuals who constitute the
Board on the date  hereof  (the  "Incumbent  Board")  cease  for any  reason  to
constitute  at least a majority  thereof,  provided  that any person  becoming a
director  subsequent to the date hereof whose election was approved by a vote of
at least  three-quarters  of the directors  comprising the Incumbent  Board,  or
whose nomination for election by the Holding Company's stockholders was approved
by a Nominating  Committee  solely  composed of members who are serving under an
Incumbent Board, shall be, for purposes of this clause (B), considered as though
he were a member of the Incumbent Board, (C) a plan of  reorganization,  merger,
consolidation, sale of all or substantially all the assets of the Association or
the Holding Company or similar transaction occurs or is effectuated in which the
Association  or Holding  Company  is not the  resulting  entity,  or (D) a proxy
statement is distributed  soliciting  proxies from  stockholders  of the Holding
Company,  by someone other than the current  management of the Holding  Company,
seeking   stockholder   approval  of  a  plan  of   reorganization,   merger  or
consolidation   of  the  Holding  Company  or  Association   with  one  or  more
corporations  as a result  of  which  the  outstanding  shares  of the  class of
securities  then  subject  to such  plan or  transaction  are  exchanged  for or
converted into cash or property or securities  not issued by the  Association or
the Holding  Company  shall be  distributed,  or (E) a tender  offer is made and
accepted for 20% or more of the voting  securities of the Association or Holding
Company then outstanding.

      (c)  Executive  shall not have the right to receive  termination  benefits
pursuant to Section 3 hereof upon Termination for Cause.  The term  "Termination
for Cause" shall mean termination

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because of Executive's  personal dishonesty,  willful misconduct,  any breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  willful  violation of any law, rule, or regulation  (other than traffic
violations or similar offenses) or final cease and desist order, or any material
breach of this Agreement  that results in a material loss to the  Association or
the Holding  Company.  Notwithstanding  the  foregoing,  Executive  shall not be
deemed to have been  Terminated for Cause unless and until there shall have been
delivered to her a copy of a resolution duly adopted by the affirmative  vote of
not less than  three-fourths  of the  members  of the Board at a meeting  of the
Board called and held for that purpose (after reasonable notice to Executive and
an opportunity  for her,  together with counsel,  to be heard before the Board),
finding  that in the good faith  opinion of the Board,  Executive  was guilty of
conduct justifying  Termination for Cause and specifying the particulars thereof
in detail.  Executive shall not have the right to receive  compensation or other
benefits  for any period  after  Termination  for Cause.  Any stock  options and
related  limited rights granted to Executive under any stock option plan, or any
unvested awards granted to Executive under any stock benefit plan of the Holding
Company  or  its  subsidiaries,  shall  become  null  and  void  effective  upon
Executive's  receipt of Notice of  Termination  For Cause  pursuant to Section 8
hereof,  and shall not be  exercisable  by or delivered to Executive at any time
subsequent to such Termination For Cause.

3.    TERMINATION BENEFITS.
      --------------------

      (a) Upon the  occurrence  of a Change  in  Control,  followed  at any time
during the term of this Agreement by the voluntary or involuntary termination of
Executive's  employment,  other  than for  Termination  for Cause,  the  Holding
Company shall pay to Executive,  or in the event of her  subsequent  death,  her
beneficiary or  beneficiaries,  or her estate,  as the case may be, as severance
pay or  liquidated  damages  or both,  a sum equal to two (2) times  Executive's
highest annual compensation for the last 5 years. Such annual compensation shall
include base salary, commissions,  bonuses,  contributions or accruals on behalf
of Executive to any pension and profit  sharing plan, any benefits to be paid or
received under any stock-based benefit plan,  severance  payments,  directors or
committee fees and fringe  benefits paid to Executive  during such years. At the
election of Executive which election is to be made prior to a Change in Control,
such payment shall be made in a lump sum. In the event that no election is made,
payment to  Executive  will be made on a monthly  basis in  approximately  equal
installments during the remaining term of this Agreement.

      (b) Upon the  occurrence of a Change in Control of the  Association or the
Holding  Company  followed  at any time  during  the term of this  Agreement  by
Executive's termination of employment, other than for Termination for Cause, the
Holding Company shall cause to be continued for the Executive and her previously
covered  dependents  life,  medical,  dental and  disability  coverage  that the
Executive agrees is substantially  equivalent to the coverage  maintained by the
Association for Executive and her dependents prior to her termination at no cost
to the  Executive.  Such  coverage and payments  shall cease upon  expiration of
twenty-four (24) full calendar months following the Date of Termination.


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      (c) In each  calendar  year that the  Executive  is  entitled  to  receive
payments or benefits under the provisions of the Agreement,  the Holding Company
shall  determine if an excess  parachute  payment (as defined in Section 4999 of
the  Internal  Revenue Code of 1986,  as amended,  and any  successor  provision
thereto, (the "Code")) exists. Such determination shall be made after taking any
reductions  permitted  pursuant to Section 280G of the Code and the  regulations
thereunder. Any amount determined to be an excess parachute payment after taking
into account  such  reductions  shall be  hereafter  referred to as the "Initial
Excess Parachute Payment". As soon as practicable after a Change in Control, the
Initial  Excess  Parachute  Payment  shall  be  determined.  Upon  the  Date  of
Termination  following a Change in Control,  the Holding  Company  shall pay the
Executive, subject to applicable withholding requirements under applicable state
or federal law, an amount equal to:

      (1)   twenty (20) percent of the Initial Excess Parachute Payment (or such
            other  amount  equal to the tax imposed  under  Section  4999 of the
            Code); and

      (2)   such  additional  amount  (tax  allowance)  as may be  necessary  to
            compensate  the  Executive for the payment by the Executive of state
            and  local  and  federal  income  and  excise  taxes on the  payment
            provided under clause (1) and on any payments under this Clause (2).
            In computing such tax allowance, the payment to be made under Clause
            (1) shall be multiplied by the "gross up  percentage"  ("GUP").  The
            GUP shall be determined as follows:

                    Tax Rate
            GUP  =  __________

                    1- Tax Rate

            The "Tax Rate" for purposes of computing the GUP shall be the sum of
            the  highest  marginal  federal  and  state  and  local  income  and
            employment-related  tax rates,  including any applicable  excise tax
            rates,  applicable to the Executive in the year in which the payment
            under Clause (1) is made.

      (3) Notwithstanding the foregoing,  if it shall subsequently be determined
in a final judicial determination or a final administrative  settlement to which
the Executive is a party that the excess parachute payment as defined in Section
4999 of the Code,  reduced as described  above,  is more than the Initial Excess
Parachute  Payment (such  different  amount being  hereafter  referred to as the
"Determinative Excess Parachute Payment") then the Holding Company's independent
accountants  shall  determine the amount (the  "Adjustment  Amount") the Holding
Company  must pay to the  Executive  in order to put the  Executive  in the same
position  as the  Executive  would  have been if the  Initial  Excess  Parachute
Payment  had been  equal  to the  Determinative  Excess  Parachute  Payment.  In
determining  the  Adjustment  Amount,  independent  accountants  of the  Holding
Company shall take into account any and all taxes  (including  any penalties and
interest)  paid by or for the  Executive or refunded to the Executive or for the
Executive's benefit. As soon as practicable after the Adjustment Amount has been
so determined, the Holding Company shall pay the

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Adjustment  Amount to the Executive.  In no event  however,  shall the Executive
make any payment under this paragraph to the Holding Company.

4.    NOTICE OF TERMINATION.
      ---------------------

      (a) Any  purported  termination  by the Holding  Company,  or by Executive
shall be  communicated  by Notice of Termination to the other party hereto.  For
purposes  of this  Agreement,  a "Notice  of  Termination"  shall mean a written
notice which shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in detail the facts and circumstances claimed to
provide a basis for termination of Executive's employment under the provision so
indicated.

      (b) "Date of  Termination"  shall mean the date specified in the Notice of
Termination (which, in the case of Termination for Cause, shall not be less than
thirty (30) days from the date such Notice of Termination  is given);  provided,
however,  that if a dispute regarding the Executive's  termination  exists,  the
"Date of  Termination"  shall be determined  in accordance  with Section 8(c) of
this Agreement.

      (c) If, within thirty (30) days after any Notice of  Termination is given,
the party  receiving such Notice of Termination  notifies the other party that a
dispute exists concerning the termination,  the Date of Termination shall be the
date on which the  dispute  is  finally  determined,  either  by mutual  written
agreement  of  the  parties,  by a  binding  arbitration  award,  or by a  final
judgment,  order or decree of a court of  competent  jurisdiction  (the time for
appeal  therefrom  having  expired  and no appeal  having  been  perfected)  and
provided  further that the Date of Termination  shall be extended by a notice of
dispute  only if such  notice is given in good faith and the party  giving  such
notice  pursues  the  resolution  of such  dispute  with  reasonable  diligence.
Notwithstanding  the  pendency of any such  dispute,  the Holding  Company  will
continue to pay Executive her full compensation in effect when the notice giving
rise to the dispute was given (including,  but not limited to her current annual
salary) and  continue  her as a  participant  in all  compensation,  benefit and
insurance  plans in which she was  participating  when the notice of dispute was
given,  until the dispute is finally resolved in accordance with this Agreement.
Amounts paid under this  Section  4(c) are in addition to all other  amounts due
under this Agreement and shall not be offset against or reduce any other amounts
due under this Agreement.

5.    SOURCE OF PAYMENTS.
      ------------------

      It is intended by the parties  hereto that all  payments  provided in this
Agreement  shall be paid in cash or check from the general  funds of the Holding
Company.  Further,  the Holding Company guarantees such payment and provision of
all amounts and  benefits due  hereunder  to  Executive  and, if such amount and
benefits  due  from the  Association  are not  timely  paid or  provided  by the
Association, such amounts and benefits shall be paid and provided by the Holding
Company.


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6.    EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFIT PLANS.
      -----------------------------------------------------

      This  Agreement  contains  the entire  understanding  between  the parties
hereto and  supersedes  any prior  agreement  between  the  Holding  Company and
Executive,  except that this Agreement shall not affect or operate to reduce any
benefit or compensation  inuring to Executive of a kind elsewhere  provided.  No
provision  of this  Agreement  shall be  interpreted  to mean that  Executive is
subject  to  receiving  fewer  benefits  than  those  available  to her  without
reference to this Agreement.

      Nothing  in this  Agreement  shall  confer  upon  Executive  the  right to
continue  in the employ of the  Holding  Company or shall  impose on the Holding
Company  any  obligation  to employ or retain  Executive  in its  employ for any
period.

7.    NO ATTACHMENT.
      -------------

      (a) Except as  required by law,  no right to receive  payments  under this
Agreement  shall be  subject to  anticipation,  commutation,  alienation,  sale,
assignment,  encumbrance,  charge,  pledge, or  hypothecation,  or to execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt,  voluntary  or  involuntary,  to affect any such action  shall be null,
void, and of no effect.

      (b) This  Agreement  shall be binding  upon,  and inure to the benefit of,
Executive, the Holding Company and their respective successors and assigns.

8.    MODIFICATION AND WAIVER.
      -----------------------

      (a) This  Agreement may not be modified or amended except by an instrument
in writing signed by the parties hereto.

      (b) No term or  condition of this  Agreement  shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the specific  term or condition  waived and shall not  constitute a waiver of
such  term  or  condition  for  the  future  or as to any act  other  than  that
specifically waived.

9.    REINSTATEMENT OF BENEFITS UNDER ASSOCIATION AGREEMENT.
      -----------------------------------------------------

      In the event  Executive is suspended  and/or  temporarily  prohibited from
participating in the conduct of the Association's  affairs by a notice described
in Section 9(b) of the  Change-in-Control  Agreement  between  Executive and the
Association   dated   June   28,   1995  and   amended   and   restated   as  of
_________________,  1998 (the "Association  Agreement")  during the term of this
Agreement and a Change in Control, as defined herein, occurs the Holding Company
will assume its obligation

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to pay and Executive will be entitled to receive all of the termination benefits
provided for under Section 3 of the Association  Agreement upon the notification
of the Holding Company of the Association's receipt of a dismissal of charges in
the Notice.

10.   EFFECT OF ACTION UNDER ASSOCIATION AGREEMENT.
      --------------------------------------------

      Notwithstanding  any provision herein to the contrary,  to the extent that
payments and benefits are paid to or received by Executive under the Association
Agreement  between  Executive and  Association,  the amount of such payments and
benefits  paid by the  Association  will  be  subtracted  from  any  amount  due
simultaneously to Executive under similar provisions of this Agreement.

11.   SEVERABILITY.
      ------------

      If, for any reason,  any provision of this  Agreement,  or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

12.   HEADINGS FOR REFERENCE ONLY.
      ---------------------------

      The headings of sections  and  paragraphs  herein are included  solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

13.   GOVERNING LAW.
      -------------

      The  validity,  interpretation,   performance,  and  enforcement  of  this
Agreement shall be governed by the laws of the State of Delaware  without regard
to principles of conflict of laws of the State of Delaware.

14.   ARBITRATION.
      -----------

      Any  dispute  or  controversy  arising  under or in  connection  with this
Agreement shall be settled exclusively by binding arbitration,  conducted before
a panel of three arbitrators  sitting in a location selected by Executive within
fifty (50) miles from the location of the Holding  Company,  in accordance  with
the rules of the American Arbitration  Association then in effect.  Judgment may
be entered on the arbitrator's award in any court having jurisdiction; provided,
however,  that Executive  shall be entitled to seek specific  performance of her
right to be paid  until  the Date of  Termination  during  the  pendency  of any
dispute or controversy arising under or in connection with this Agreement.


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15.   PAYMENT OF LEGAL FEES.
      ---------------------

      All reasonable costs and legal fees paid or incurred by Executive pursuant
to any dispute or question of interpretation relating to this Agreement shall be
paid or  reimbursed  by the Holding  Company if Executive is  successful  on the
merits pursuant to a legal judgment, arbitration or settlement.

16.   INDEMNIFICATION.
      ---------------

      The  Holding  Company  shall  provide  Executive   (including  her  heirs,
executors and  administrators)  with coverage  under a standard  directors'  and
officers' liability  insurance policy at its expense, or in lieu thereof,  shall
indemnify Executive (and her heirs, executors and administrators) to the fullest
extent  permitted  under Delaware law and (as provided in the Holding  Company's
Certificate of  Incorporation)  against all expenses and liabilities  reasonably
incurred  by her in  connection  with  or  arising  out of any  action,  suit or
proceeding  in which she may be involved by reason of her having been a director
or officer of the Holding Company (whether or not she continues to be a director
or officer at the time of incurring such expenses or liabilities), such expenses
and liabilities to include,  but not be limited to,  judgments,  court costs and
attorneys' fees and the cost of reasonable settlements.

17.   SUCCESSOR TO THE HOLDING COMPANY.
      --------------------------------

      The Holding  Company  shall  require any  successor or  assignee,  whether
direct or indirect, by purchase,  merger,  consolidation or otherwise, to all or
substantially  all the  business  or assets of the  Association  or the  Holding
Company,  expressly  and  unconditionally  to assume  and agree to  perform  the
Holding Company's  obligations  under this Agreement,  in the same manner and to
the same extent that the Holding Company would be required to perform if no such
succession or assignment had taken place.


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                                  SIGNATURES


      IN WITNESS WHEREOF, SGV Bancorp, Inc. has caused this amended and restated
Agreement  to be executed by its duly  authorized  officer,  and  Executive  has
signed   this   amended   and   restated   Agreement,   on  the   _____  day  of
_________________, 1998.

ATTEST:                                   SGV BANCORP, INC.


__________________________________        By: __________________________________
Secretary                                     For the Entire Board of Directors


WITNESS:


___________________________________       ______________________________________
                                          




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