<PAGE> 1


                              AMENDED AND RESTATED
                   FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION
                              OF SAN GABRIEL VALLEY
                      ONE YEAR CHANGE IN CONTROL AGREEMENT


      This  AGREEMENT  ("Agreement")  is made  effective as of May 16, 1997, and
amended and restated as of ___________, 1998, by and among First Federal Savings
and Loan  Association  of San Gabriel  Valley (the  "Association"),  a federally
chartered savings institution,  with its principal  administrative office at 225
North Barranca Street, West Covina, California, _________________ ("Executive"),
and SGV Bancorp, Inc. (the "Holding Company"), a corporation organized under the
laws of the State of Delaware which is the holding company of the Association.

      WHEREAS, the Association recognizes the substantial contribution Executive
has made to the Association and wishes to protect Executive's position therewith
for the period provided in this Agreement; and

      WHEREAS, Executive has agreed to serve in the employ of the Association.

      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 the First Federal Savings and Loan  Association of San Gabriel
Valley Change in Control  Agreement  (the  "Agreement")  shall be deemed to have
commenced as of the date first above written and shall  continue for a period of
twelve (12) 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 Association ("Board") may extend
the  Agreement  for an  additional  year  such  that the  remaining  term of the
Agreement shall be twelve (12) full calendar  months.  The Board will review the
Agreement  and  Executive's  performance  annually for  purposes of  determining
whether to extend the  Agreement,  and the results  thereof 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 in this Agreement, in the event of
a Change in Control as hereinafter  defined in Section 2(b), 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 shall end on the date
twelve (12) full calendar months thereafter.


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

      (a) Upon the  occurrence of a Change in Control of the  Association or the
Holding Company (as herein defined) 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  his  employment  at any time during the term of this
Agreement.

      (b) For purposes of this Plan, 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 the Holding  Company,  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;  provided,  however,  that such an event listed above will be
deemed to have  occurred  or to have been  effectuated  upon the  receipt of all
required federal  regulatory  approvals not including the lapse of any statutory
waiting  periods;  or (D) a proxy  statement  shall  be  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

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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  because of Executive's  personal  dishonesty,
incompetence,  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 material breach of any provision
of this Agreement. In determining  incompetence,  the acts or omissions shall be
measured against the generally prevailing  standards of professional  competence
for officers having comparable positions in the savings  institutions  industry.
Notwithstanding  the  foregoing,  Executive  shall  not be  deemed  to have been
Terminated  for Cause unless and until there shall have been  delivered to him a
copy of a  resolution  duly adopted by the  affirmative  vote of not less than a
majority of the Board of Directors of the  Association at a meeting of the Board
called and held for that purpose  (after  reasonable  notice to Executive and an
opportunity for him, together with counsel, to be heard before the Board at such
meeting and which such meeting shall be held not more than 30 days from the date
of notice during which period Executive may be suspended with pay), 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 of the
Association, 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 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 termination of the  Executive's  employment
due to: (1)  Executive's  dismissal  or (2)  Executive's  voluntary  termination
pursuant to Section 2(a),  unless such  termination  is due to  Termination  for
Cause,  the Association  and the Holding Company shall pay Executive,  or in the
event of his subsequent death, his beneficiary or beneficiaries,  or his estate,
as the case may be, an amount equal to Executive's  highest annual  compensation
for the last 5 years;  provided  that  Executive  may not  receive  an amount in
excess of the Executive's  average annual  compensation for the five most recent
taxable  years.  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 or to be paid to the 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 voluntary or

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involuntary termination of employment, other than for Termination for Cause, the
Association  shall cause to be continued for the  Executive  and his  previously
covered  dependents  life,  medical,  dental and  disability  coverage  that the
Executive agrees is substantially  equivalent to the coverage  maintained by the
Association  or Holding  Company for Executive and his  dependents  prior to his
termination  except to the extent  coverage may be changed in its application to
all Association and Holding Company employees on a  nondiscriminatory  basis, at
no cost to the  Executive.  Such  coverage  and  payments  shall  cease upon the
expiration of twelve (12) full calendar months from the Date of Termination.

      (c)  Notwithstanding  the  preceding  paragraphs  of this Section 3, in no
event  shall the  aggregate  payments  or  benefits  to be made or  afforded  to
Executive  under said  paragraphs  (the  "Termination  Benefits")  constitute an
"excess  parachute  payment"  under  Section  280G of the Code or any  successor
thereto,  and in order  to avoid  such a  result  Termination  Benefits  will be
reduced, if necessary, to an amount (the "Non-Triggering  Amount"), the value of
which is one  dollar  ($1.00)  less  than an  amount  equal to three  (3)  times
Executive's  "base amount," as determined in accordance  with said Section 280G.
The allocation of the reduction  required hereby among the Termination  Benefits
provided by the  preceding  paragraphs  of this Section 3 shall be determined by
Executive.

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

      (a) Any  purported  termination  by the  Association  or by  Executive  in
connection  with a  Change  in  Control  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
reasonable  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 instance 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 the 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 in connection with a Change in
Control, the Association will continue to pay Executive his full compensation in
effect when the notice giving rise to the dispute was given (including,  but not
limited to his current annual salary) and continue him as a participant in all

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compensation, benefit and insurance plans in which he was participating when the
notice of dispute was given,  until the earlier  of: (1) the  resolution  of the
dispute in accordance with this Agreement or (2) the expiration of the remaining
term of this Agreement as determined as of the Date of Termination. 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
Association.  Further, the Holding Company guarantees such payment and provision
of all amounts and benefits due hereunder to Executive  and, if such amounts and
benefits  due  from the  Association  are not  timely  paid or  provided  by the
Association,  such amounts and benefits shall be paid or provided by the Holding
Company.

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 Association 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 him without  reference to this
Agreement.

      Nothing  in this  Agreement  shall  confer  upon  Executive  the  right to
continue in the employ of  Association  or shall impose on the  Association  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 Association 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.


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      (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.    REQUIRED REGULATORY PROVISIONS.
      ------------------------------

      (a) The board of directors  may  terminate  Executive's  employment at any
time, but any termination by the board of directors,  other than Termination for
Cause,  shall not prejudice  Executive's right to compensation or other benefits
under this Agreement. Executive shall not have the right to receive compensation
or other  benefits  for any  period  after  Termination  for Cause as defined in
Section 2 hereinabove.

      (b) If Executive is suspended  from office and/or  temporarily  prohibited
from  participating  in the  conduct  of the  Association's  affairs by a notice
served under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act (12
U.S.C.  ss.1818(e)(3)  or  (g)(1)),  the  Association's  obligations  under this
contract  shall  be  suspended  as of the  date of  service,  unless  stayed  by
appropriate  proceedings.  If the  charges  in the  notice  are  dismissed,  the
Association  may in  its  discretion  (i)  pay  Executive  all  or  part  of the
compensation  withheld while their contract  obligations were suspended and (ii)
reinstate (in whole or in part) any of the obligations which were suspended.

      (c)  If  Executive  is  removed   and/or   permanently   prohibited   from
participating  in the conduct of the  Association's  affairs by an order  issued
under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act (12 U.S.C.
ss.1818(c)(4) or (g)(1)), all obligations of the Association under this contract
shall terminate as of the effective date of the order,  but vested rights of the
contracting parties shall not be affected.

      (d) If the  Association is in default as defined in Section 3(x)(1) of the
Federal Deposit  Insurance Act, all  obligations of the  Association  under this
contract shall terminate as of the date of default, but this paragraph shall not
affect any vested rights of the contracting parties.

      (e) All obligations under this contract shall be terminated, except to the
extent  determined  that  continuation  of the  contract  is  necessary  for the
continued  operation  of the  institution:  (i) by the Director of the Office of
Thrift  Supervision  (or his or her  designee)  at the time the Federal  Deposit
Insurance  Corporation  or the  Resolution  Trust  Corporation  enters  into  an
agreement to provide  assistance  to or on behalf of the  Association  under the
authority  contained in Section 13(c) of the Federal  Deposit  Insurance Act; or
(ii)  by the  Director  of the  Office  of  Thrift  Supervision  (or  his or her
designee)  at  the  time  the  Director  (or  his or her  designee)  approves  a
supervisory  merger to resolve  problems related to operation of the Association
or when the  Association  is  determined  by the  Director to be in an unsafe or
unsound condition.  Any rights of the parties that have already vested, however,
shall not be affected by such action.


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      (f) Any  payments  made  to  Executive  pursuant  to  this  Agreement,  or
otherwise,  are  subject  to and  conditioned  upon  compliance  with 12  U.S.C.
ss.1828(k) and any rules and regulations promulgated thereunder.

10.   REINSTATEMENT OF BENEFITS UNDER SECTION 9(b).
      --------------------------------------------

      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) hereof (the  "Notice")  during the term of this  Agreement and a
Change in Control,  as defined herein,  occurs,  the Association will assume its
obligation  to  pay  and  Executive  will  be  entitled  to  receive  all of the
termination  benefits  provided for under Section 3 of this  Agreement  upon the
Association's receipt of a dismissal of charges in the Notice of Termination.

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 California  but only to
the extent not preempted by Federal law.

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  Association's  main  office,  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 his  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 COSTS AND 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  Association  (which  payments are  guaranteed by the
Holding Company  pursuant to Section 5 hereof) if Executive is successful on the
merits pursuant to a legal judgment, arbitration or settlement.

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

      The  Association  shall  provide  Executive  (including  his or her  legal
representatives,   successors  and  assigns)  with  coverage  under  a  standard
directors' and officers'  liability  insurance policy at its expense, or in lieu
thereof,  shall indemnify Executive (including his or her legal representatives,
successors and assigns) for reasonable costs and expenses  incurred by Executive
in  defending  or  settling  any  judicial  or  administrative   proceeding,  or
threatened  proceeding,  whether  civil,  criminal or  otherwise,  including any
appeal or other proceeding for review.

      Indemnification  by the  Association  shall be made  only  upon the  final
judgment on the merits in the favor of Executive, in case of settlement, in case
of final judgment against Executive or in the case of final judgment in favor of
Executive other than on the merits, if a majority of the disinterested directors
of the Association determine Executive was acting in good faith within the scope
of  Executive's  employment  or authority in accordance  with 12 C.F.R.  section
545.121(c)(iii).

      Any such  indemnification  of  Executive  must  conform  with  the  notice
provisions of 12 C.F.R.  Section  545.121(c)(iii) to indemnify  Executive to the
fullest for such  expenses and  liabilities  to include,  but not be limited to,
judgments,   court  costs  and  attorneys'  fees  and  the  cost  of  reasonable
settlements,  such  settlements  to be approved by the Board of Directors of the
Association,  if such action is brought against Executive in his or her capacity
as a officer  or  director  of the  Association,  however,  shall not  extend to
matters as to which  Executive  is  finally  adjudged  to be liable for  willful
misconduct in the performance of his or her duties.

17.   SUCCESSOR TO THE ASSOCIATION.
      ----------------------------

      The Association 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,  expressly  and
unconditionally  to assume and agree to perform  the  Association's  obligations
under  this  Agreement,  in the  same  manner  and to the same  extent  that the
Association would be required to perform if no such succession or assignment had
taken place.


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                                   SIGNATURES

      IN WITNESS  WHEREOF,  First Federal  Savings and Loan  Association  of San
Gabriel  Valley and SGV  Bancorp,  Inc.  have caused this  amended and  restated
Agreement to be executed by their duly  authorized  officers,  and Executive has
signed this  amended and  restated  Agreement,  on the _____ day of  __________,
1998.


ATTEST:                             FIRST FEDERAL SAVINGS AND LOAN
                                    ASSOCIATION OF SAN GABRIEL VALLEY



______________________________      By:   ______________________________________
Secretary                                 President and Chief Executive Officer




SEAL




ATTEST:                             SGV BANCORP, INC.
                                          (Guarantor)



______________________________      By:   ______________________________________
Secretary                                 President and Chief Executive Officer



SEAL




WITNESS:



______________________________      ___________________________________________




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