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                                AMENDMENT NO. 1 TO THE
                                MASTER TRUST AGREEMENT
                                         FOR
                                      SC BANCORP
                               EXECUTIVE DEFERRAL PLANS



    SC BANCORP, a California corporation (the "Company") hereby amends the
above-named trust (the "Trust"), effective as of January 1, 1997, as follows:

         Section 1.5(d) of the Trust is amended in its entirety to read as
follows:

    "1.5 (d)  'Change in Control' shall be deemed to have occurred if and when:

              (i)  the Company shall consummate a merger or consolidation (a
                   'Transaction') with another corporation; PROVIDED, HOWEVER,
                   that a Change of Control shall not be deemed to have
                   occurred with respect to a Transaction if the beneficial
                   owners of the outstanding shares entitled to vote in the
                   election of directors immediately prior to such Transaction
                   will beneficially own more than sixty percent (60%) of the
                   outstanding shares entitled to vote in the election of
                   directors of the corporation resulting from the consummation
                   of the Transaction; or

              (ii) twenty-five percent (25%) of the Company's securities then
                   entitled to vote in the election of directors shall be
                   acquired by any 'person' (as such term is used in Sections
                   13(d) of the Securities Exchange Act of 1934, as amended);
                   or

              (iii)during any period of twenty-four (24) consecutive
                   months, individuals who at the beginning of such period
                   were members of the Board of Directors of the Company
                   (the 'Incumbent Board') shall cease to constitute a
                   majority of the Board of Directors of the Company or
                   any successor to the Company, provided that any person
                   becoming a director


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                        subsequent to the beginning of such period whose
                        election or nomination for election was approved by a
                        vote of at least eighty-five percent (85%) of the
                        directors comprising the Incumbent Board shall be, for
                        purposes hereof, considered as though such person were
                        a member of the Incumbent Board; or

              (iv)      the Company or the Bank shall sell all, or
                        substantially all, of its assets to another
                        corporation."


                             *   *   *   *   *


         IN WITNESS WHEREOF the Company and the Trustee have signed this
Amendment No. 1 to the Master Trust Agreement effective as of January 1, 1997.


TRUSTEE:                     THE COMPANY:
WELLS FARGO BANK, N.A.       SC BANCORP,
                             a California corporation

By: /s/ Jonathan L. Andersen           By: /s/ H.A. Beisswenger
    -------------------------------        ---------------------------
    Title: Assistant Vice President    Title: Chr.
           ------------------------           ----------



By: /s/ Dana Chrisikos                 By: /s/ Donald E. Wood
    -------------------------------        ---------------------------
    Title: Assistant Vice President    Title: Vice Chr.
           ------------------------           --------------------


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