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                                  AMENDMENT NO. 2 TO
                        SC BANCORP EXECUTIVE DEFERRAL PLAN III


    SC BANCORP, a California corporation, hereby amends the SC Bancorp
Executive Deferral Plan III, which was initially effective on June 1, 1990 (the
"Plan"), as follows:


         1.   New Section 1.1A of the Plan is added to read as follows:

    "1.1A 'Bank' shall mean Southern California Bank, a California
    corporation."


         2.   New Section 1.7A of the Plan is added to read as follows:

    "1.7A' Change in Control Event' shall be deemed to have occurred if and
    when:

         a.   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

         b.   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

         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 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


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


         3.   The last sentence of Section 3.5 is amended in its entirety to
              read as follows:

         "For purposes of any Long-Term Payments described in Article 5, the
         Moody's Rate for the current Plan Year plus five (5) percentage points
         and the Moody's Rates plus five (5) percentage points for each of the
         preceding five (5) Plan Years will be averaged and used to calculate
         the interest for benefit payments."


         4.   New Section 7.5 shall be added to the Plan to read as follows:

    "7.5 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 Benefit
         Commencement Date as being eligible for the Long-Term Payment Option
         under Article 5.  Such Participant's benefit shall be paid at the same
         time and in the same manner as elected by the Participant prior to the
         beginning of the Benefit Unit.  The applicable interest rate to be
         used in determining such Participant's Account Balance shall be the
         Moody's Rate plus five (5) percentage points and the interest rate to
         be used in determining a Participant's installment payments shall be
         the interest rate set forth in Section 3.5."


         5.   Section 14.6 shall be added to the Plan to read as follows:

    "14.6     TERMINATION, AMENDMENT OR MODIFICATION AFTER A CHANGE IN CONTROL
              EVENT  Notwithstanding any other provision of this Plan,
              subsequent to a Change


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              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 14.1 or 14.2.
              The benefits of a Participant who has not yet begun to receive
              payments prior to such Change in Control Event shall be paid at
              the same time and in the same manner as elected by the
              Participant prior to the beginning of the Benefit Unit."

                        *   *   *   *   *

         SC Bancorp has signed this Amendment on the date indicated below to be
effective as of January 1, 1997.


                             SC BANCORP

Date:  Feb. 27, 1997           By: /s/ H.A. Beisswenger
                                  -----------------------
                                   Its:  Chr.
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