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                                 SCRIPPS BANK
              AMENDED AND RESTATED LONG-TERM INCENTIVE COMPENSATION
                  PLAN FOR PRESIDENT & CHIEF EXECUTIVE OFFICER

                                   BACKGROUND

Ronald J. Carlson currently has the following compensation arrangement with
Scripps Bank:

A.       Based on his 11/97 employment agreement, as amended and restated as of
         March __, 2000, Ronald J. Carlson currently has:

         -        An annual base salary of $230,000 and is eligible to receive
                  annual salary increases.

         -        Receives both the standard employee benefit package (E.G.,
                  401(k), ESOP, health benefits) and additional executive
                  perquisites (E.G., car allowance).

B.       Has an amended and restated supplemental retirement plan which will
         provide to him a $50,000 annuity (paid monthly) commencing upon his
         planned retirement on October 1, 2002.

C.       Has an additional $25,000 amended and restated supplemental retirement
         agreement with spousal survivor benefit.

D.       Has an amended and restated unfunded deferred compensation agreement
         that provides him an annual $20,000 benefit which can be adjusted from
         time to time. This arrangement was approved August 1992.

E.       Is eligible for the annual Stakeholders Bonus. In 1998, he received
         $22,304.

F.       Has received additional discretionary awards, the last one in the
         amount of $9,000 for fiscal year 1998.

G.       Receives periodic grants of stock options.

                                   OBJECTIVES

A.       Scripps Bank desires to amend and restate the long-term compensation
         plan for Ronald J. Carlson dated as of October 20, 1999 as set forth in
         this Amended and Restated Long Term Compensation Plan (the "Amended
         Plan"). The Amended Plan is intended to focus his attention on
         achieving the strategic plan that the Bank developed and approved this
         year.

B.       The Amended Plan is independent of any other pay or incentives
         currently available to Ronald J. Carlson.

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C.       The Amended Plan should be a performance based plan whereby Ronald J.
         Carlson's performance at the expected date of his retirement (October
         2002), can be measured on both a quantitative and qualitative basis by
         the Board of Directors.

D.       Ronald J. Carlson would not be eligible for any award under the Amended
         Plan unless he achieves minimum targets as set forth herein.

E.       The earliest Ronald J. Carlson can receive any awards under the Amended
         Plan would be upon his retirement from the Bank.

F.       The Amended Plan should have a deferral provision, so that Ronald J.
         Carlson could elect either a lump sum payment of any earned awards or
         stretch out the receipt of such payment over a number of years.

                               AMENDED PLAN DESIGN

A.       ELIGIBILITY:

         This Amended Plan is solely designed for Mr. Ronald J. Carlson in his
         capacity as President and Chief Executive Officer of Scripps Bank.
         Ronald J. Carlson will be eligible for the incentive compensation
         awards detailed in this Amended Plan as long as:

         1.       Ronald J. Carlson is employed as the President and Chief
                  Executive Officer of Scripps Bank through October 1, 2002 and
                  meets all conditions stated in his Amended Employment
                  Agreement.

         2.       Ronald J. Carlson achieves the minimum performance
                  requirements as described in this Amended Plan.

         3.       Ronald J. Carlson has made all elections as required under
                  this Amended Plan.

B.       AMENDED PLAN PERIOD:

         This Amended Plan is effective with the approval of the Scripps Bank
         Board of Directors and will remain in place through October 1, 2002.
         The Amended Plan period may be modified should Scripps Bank and Ronald
         J. Carlson agree to modify the Term of the Amended Employment
         Agreement, as defined therein.

C.       PERFORMANCE GOALS:

         1.       Performance goals will be based upon the July 1999 Scripps
                  Bank Strategic Plan adopted by the Scripps Bank Board of
                  Directors.

         2.       Under this Amended Plan, there will be FOUR GOALS which will
                  be evaluated by the Board of Directors at the end of the
                  Amended Plan period to determine if Ronald J. Carlson is
                  eligible for any incentive compensation awards.

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         3.       The four goals are:

                  GOAL #1:   To obtain a return on ending equity of 16.0%
                             by the end of 2001.

                  GOAL #2:   To grow assets to $800,000,000 by the end of
                             2001.

                  GOAL #3:   Meet or exceed quality trigger from
                             Stakeholders Plan model - net loan losses
                             and classified loans as a percentage of Plan
                             loans.

                  GOAL #4:   To achieve five non-financial "Big Picture
                             Goals" as stated on Page 2 of the Strategic
                             Plan. In summary, these are:

                                    (a)      To be viewed as the premier
                                             relationship bank in San Diego
                                             County.

                                    (b)      To hire and retain the highest
                                             level of financial service
                                             professionals.

                                    (c)      To attract and retain profitable
                                             customer relationships.

                                    (d)      To assure that the Bank electronic
                                             banking services are enhanced to be
                                             superior to other community banks
                                             of similar size and potential.

                                    (e)      To have established a plan for
                                             orderly management successors.

D.       MEASUREMENT DOCUMENTATION:

         GOAL #1:   A report from the Chief Financial Officer of Scripps
                    Bank and the Bank's independent auditor.

         GOAL #2:   A report from the Chief Financial Office of Scripps
                    Bank and the Bank's independent auditor.

         GOAL #3:   A detailed report from the President and Chief
                    Executive Officer describing the accomplishments made
                    to achieving the four Big Picture Goals. The report
                    should reference the specific strategies to be
                    accomplished in the Strategic Plan.

         GOAL #4:   A detailed report from the Chairman of the Board
                    taking up each factor and providing an objective
                    appraisal for review by the Board.

E.       COMPENSATION:

         1.       The basis for determining Ronald J. Carlson's incentive
                  compensation award will be:

                  (a)      Ronald J. Carlson's annual base salary as of
                           10/1/2002.

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                  (b)      How well Ronald J. Carlson has achieved each of the
                           three goals.

                  (c)      An award amount calculated from a percentage of
                           Ronald J. Carlson's annual base salary.

         2.       The award schedule described below is predicated on Ronald J.
                  Carlson earning 100% of his final base salary for achieving
                  100% of all three goals.

                  Note that more emphasis is placed upon achieving the first two
                  goals (which are measured quantifiably) than Goal #3 (a
                  qualitative and more subjective measurement).

         3.       The award schedule is as follows:

                            PERCENT OF GOAL ACHIEVED
                          90%         100%         110+%

<TABLE>
<CAPTION>
                  GOAL                  PERCENT OF BASE SALARY AWARDED
                  ----
                  <S>                    <C>               <C>               <C>
                  #1                     20%               40%               60%
                  #2                     20%               40%               60%
                  #3                      0%               20%               20%
</TABLE>

         4.       In the above schedule, Goal #3 is measured as either a
                  pass/fail, as determined by the Board of Directors after
                  reviewing the documentation indicated.

         5.       The schedule extends to 110% with a specific award, however,
                  it shall remain within the discretion of the Board upon
                  retirement to increase the award for performance found to be
                  superior.

         6.       In the example below, upon his retirement date on October 1,
                  2002, let us assume that:

                  (a)      Ronald J. Carlson's annual salary is $250,000

                  (b)      Ronald J. Carlson's performance to each of the three
                           goals was:

                           GOAL #1: 105% of goal achieved.
                           GOAL #2: 115% of goal achieved.
                           GOAL #3: Met the goal.

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                  (c)      Calculation of Ronald J. Carlson's award:

                           GOAL #1: $250,000 x 40% = $100,000
                           GOAL #2: $250,000 x 60% = $150,000
                           GOAL #3: $250,000 x 25% = $ 50,000

                           TOTAL AWARD:            = $300,000

F.       METHOD OF PAYMENT:

         1.       Ronald J. Carlson should be provided the opportunity to elect
                  payment of his award among the following options:

                  (a)      A cash award upon his retirement date on October 1,
                           2002. This would be a lump sum payment subject to
                           taxation similar to any other bonus payment.

                  (b)      An award of Scripps Bank Stock equivalent to the cash
                           award. This, too, would be subject to applicable tax
                           rules at the time of issuance.

                  (c)      An election to defer payments (via a non-qualified
                           deferred compensation arrangement) for a period of up
                           to five years. Bank can elect to purchase an annuity
                           to fulfill this method of payment. This will require
                           that Ronald J. Carlson make an election in the year
                           prior to his retirement as to whether he wishes to
                           defer and, if so, in what manner.

                           For example, the Amended Plan could be structured so
                           that his options are:

                           1.       No deferral resulting in a lump sum payment
                                    and applicable taxation.

                           2.       Deferral for up to five years, at which time
                                    he would receive his award and applicable
                                    taxes would then be taken.

                           3.       Equal payout installments over X years (not
                                    to exceed five).

                           If Ronald J. Carlson elects either #2 or #3, the Bank
                           could apply an interest rate to the undistributed
                           funds.

                  (d)      If the Bank adopts the deferral provision, a formal
                           plan document adhering to current legal requirements
                           should be prepared as an additional to the incentive
                           compensation plan.

G.       MISCELLANEOUS PROVISIONS:

         1.       This Amended Plan can be modified, amended, rescinded, or
                  terminated at any time at the sole and absolute discretion of
                  the Board of Directors. There are no

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                  representations, inducements, promises or agreements, oral
                  or otherwise, that are made by anyone acting on behalf of
                  the Bank, which are not embodied herein, and that no
                  agreement, statement or promise not contained or referenced
                  in this Amended Plan shall be valid or binding.

         2.       If any legal action, including an action for declaratory
                  relief, is brought to enforce or interpret the provisions of
                  this Amended Plan, the prevailing party shall be entitled to
                  recover reasonable attorneys' fees and costs from the other
                  party. These fees, which may be set by the court in the same
                  action or in a separate action brought for that purpose, are
                  in addition to any relief to which the prevailing party may be
                  entitled. This provision applies to the entire Amended Plan.

         3.       In the event of a transfer or sale of the assets of Scripps
                  Bank or a merger or consolidation of Scripps Bank into or with
                  any other corporation or entity, each of the Performance Goals
                  set forth in Section C of this Amended Plan shall be deemed
                  met at the 100% level as of the date of any such transfer or
                  sale of assets, merger or consolidation; therefore entitling
                  Ronald J. Carlson to receive no later than October 1, 2002,
                  the compensation award set forth in Section E of this Amended
                  Plan.

By:                                        By:
    -------------------------------            ---------------------------
    William E. Nelson                          Ronald J. Carlson
    Chairman of the Board                      President and Chief
                                                 Executive Officer

Date:                                      Date:
      -------------------------------            --------------------------

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