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                             AMENDMENT NO. 2 TO THE
                            SOUTHERN CALIFORNIA BANK
                           EXECUTIVE DEFERRAL PLAN IV
                             (AMENDED AND RESTATED)


     SOUTHERN CALIFORNIA BANK, a California corporation (the "Company") hereby
amends the above-named plan (the "Plan"), effective as of January 1, 1997, as
follows:

          1.   Section 1.9 of the Plan is amended in its entirety to read as
follows:

     "1.9 'Change in Control Event' shall be deemed to have occurred if and
          when:

          (a)  the Holding 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

          (b)  twenty-five percent (25%) of the Holding 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

          (c)  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 Holding Company (the 'Incumbent
               Board') shall cease to constitute a majority of the Board of
               Directors of the Holding Company or any successor to the Holding
               Company, provided that any person becoming a director 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


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               directors comprising the Incumbent Board shall be, for purposes
               hereof, considered as though such person were a member of the
               Incumbent Board; or

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


          2.   Section 3.6(a) of the Plan is amended in its entirety to read as
               follows:

     "3.6 (a)  INTEREST RATE.  The interest rate to be used to calculate
               installment payment amounts shall be a fixed interest rate that
               is determined by averaging the Preferred Rates for the Plan Year
               in which installment payments commence and the four (4) preceding
               Plan Years.  If a Participant has completed fewer than five (5)
               Plan Years, this average shall be determined using the Preferred
               Rates for the Plan Years during which the Participant
               participated in the Plan."


          3.   Section 7.3 shall be added to the Plan to read as follows:

     "7.3 COMMITTEE DISCRETION.  For purposes of determining the form of payment
          of a Participant's Termination Benefit, the Committee may, in its sole
          and absolute discretion, deem a Participant who has experienced a
          Termination of Employment prior to the Participant's Retirement as
          having terminated employment on account of Retirement.  Payment of
          such Participant's benefit shall be made in a lump sum, or installment
          payments shall commence, no later than 60 days from the date of such
          deemed Retirement.  The Election Form submitted at least two (2) years
          prior to the Participant's deemed Retirement shall govern the payout
          of the Retirement Benefit.  For example, a Participant who is deemed
          Retired in 1998 shall be paid his or her Retirement Benefit in
          accordance with the 1996 Election Form.  A Participant who has been a
          Participant for less than two (2) years shall have his or her
          Retirement Benefit paid in accordance with the first Election Form
          filed by the Participant.  The applicable interest rate to be used in
          determining such Participant's Retirement Benefit shall be the
          Preferred Rate and the interest rate to be used in determining a
          Participant's installment payments shall be the interest rate set
          forth in Section 3.6(a)."


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          4.   Section 11.1 of the Plan is amended by deleting the fourth
               sentence of said Section in its entirety.


          5.   Section 11.3 of the Plan is amended by deleting the second
               sentence of said Section in its entirety.


          6.   Section 11.5 shall be added to the Plan to read as follows:

     "11.5  TERMINATION, AMENDMENT OR MODIFICATION AFTER A CHANGE IN CONTROL
            EVENT.  Notwithstanding any other provision of this Plan, subsequent
            to a Change in Control Event, the benefits of a Participant who is
            receiving payments under this Plan shall not be affected by a Plan
            termination, or any amendment or modification which adversely
            affects such Participant's benefits, under Sections 11.1 or 11.2.
            The benefits of a Participant who has not yet begun to receive
            payments prior to such Change in Control Event shall be paid no
            later than 60 days from the date of the Plan termination, or any
            amendment or modification which adversely affects such Participant's
            benefits either in a lump sum, or if the Participant is eligible to
            Retire (or the Committee deems the Participant eligible to Retire)
            in accordance with the Election Form filed at least two (2) years
            prior to the Plan's termination, amendment or modification."

                         *   *   *   *   *

          The Company has caused this Amendment No. 2 to be signed by its duly
authorized officer on Feb. 27, 1997.


                              "Company"
                              SOUTHERN CALIFORNIA BANK,
                              a California corporation

                              By: /s/ H.A. Beisswenger
                                 ----------------------

                                 Its:  Chr.
                                      -----------------


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