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                                   SC BANCORP
                               AMENDMENT NO. 3 TO
                      SC BANCORP EXECUTIVE DEFERRAL PLAN II


SC Bancorp, a California corporation, hereby amends the SC Bancorp Executive
Deferral Plan II, which was initially effective on January 1, 1989 (the "Plan"),
as follows:


1.   Article I, entitled DEFINITIONS, is amended by adding Section 1.1A as
follows:

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


2.   Article I, entitled DEFINITIONS, is amended by adding Section 1.3A as
follows:

     "1.3A '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
               person becoming a director subsequent to the beginning of such


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               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 4.1 is amended in its entirety to read as
     follows:

          "Notwithstanding any other provision of the Plan, excess values will
          continue to accumulate at a rate equal to Moody's plus 5.0% until the
          earliest of death or retirement."  


4.   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 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
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                                 Its:  Chr.
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