EMPLOYMENT AGREEMENT

         This Employment Agreement  ("Agreement") is made effective as of May 1,
2001 ("Effective Date"), by and between Monterey Bay Bancorp,  Inc. ("Company"),
a  corporation  organized  under  the laws of the  State of  Delaware,  with its
principal  executive  offices  located at 567 Auto  Center  Drive,  Watsonville,
California, 95076; and Monterey Bay Bank ("Association"),  a federally chartered
savings and loan association,  a wholly-owned  subsidiary of the Company, and C.
Edward Holden ("Executive"). This Agreement amends and supersedes the employment
agreements  between the Company and Executive,  and  Association  and Executive,
originally signed as of May 1, 2000.

         WHEREAS, the  Association  wishes  to obtain the services of Executive;
and

         WHEREAS, Executive is willing to serve in the employ of the Association
on a full-time basis;

         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained,  and upon the other terms and conditions  hereinafter  provided,  the
parties hereby agree as follows:

SECTION 1.  EMPLOYMENT, DUTIES, AND RESPONSIBILITIES

(a) The Company and Association  (collectively  "Companies") agree to employ the
Executive  and  the  Executive  agrees  to be  employed  by the  Companies.  The
Executive  shall  serve as the  President  and Chief  Executive  Officer  of the
Companies.  The  Executive  also shall hold the position of Vice Chairman of the
Companies' board of directors ("Board"), subject to the Bylaws of the Companies.
The Executive shall be subject to an annual  performance review conducted by the
Board no later than May 1 of each year during the term of this Agreement.

(b) Except for periods of absence  occasioned  by illness,  reasonable  vacation
periods,  and  reasonable  leaves of absence,  Executive  agrees to perform such
duties as may be assigned by the Board, to devote all of his working time to the
business of the Companies,  and to use his best efforts to advance the interests
of the Companies  and their  stockholders  including,  without  limitation,  the
performance by the Executive of all necessary and reasonable services consistent
with his positions of President and Chief Executive  Officer,  and, as the Board
may request from time to time,  membership in and service to such  organizations
specified by the Board.  However, the expenditure of reasonable amounts of time,
for which Executive shall not be compensated by the Companies,  for educational,
charitable,  or  professional  activities  shall  not be deemed a breach of this
Agreement if those  activities  do not  materially  interfere  with the services
required of Executive under this Agreement.


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<PAGE>
SECTION 2.  TERM OF AGREEMENT

(a) The Association agrees to employ the Executive,  and the Executive agrees to
accept  employment  by  the  Association,  in  accordance  with  the  terms  and
provisions of this  Agreement,  for the period  commencing on the Effective Date
and continuing for a period of twenty-four (24) full calendar months,  ending on
the second anniversary of the Effective Date ("TERM").

(b) Commencing on the first anniversary date of the Agreement, and continuing on
each anniversary thereafter, the disinterested members of the Board shall extend
the Agreement an additional  year such that the remaining  term of the Agreement
shall be two (2) years  unless the  Executive  or Board elects not to extend the
term of this Agreement by giving written notice to the other party in accordance
with  Section 7 and Section 9 of this  Agreement.  If the  Agreement is extended
pursuant  to this  Section 2, the "TERM"  definition  herein  shall  include the
period of extension.

SECTION 3.  COMPENSATION AND REIMBURSEMENT.

(a) During the TERM, the Executive  shall receive a base salary,  which shall be
paid in equal  installments  on a semi-monthly  basis, at the annual rate of not
less than  $225,000  per year ("Base  Salary").  Base Salary  shall  include any
amounts  of   compensation   deferred  by  Executive   under  any  qualified  or
non-qualified  employee benefit plan maintained by the  Association.  During the
TERM,  Executive's Base Salary shall be reviewed at least annually. Any increase
in Base Salary shall become the Base Salary for purposes of this Agreement.

(b) In addition to the Base Salary provided for by Section 3(a),  Executive will
be entitled to  participate in or receive  benefits  under any employee  benefit
plans including but not limited to,  retirement plans,  supplemental  retirement
plans,  pension  plans,  employee  stock  option  plans,  profit-sharing  plans,
health-and-accident  plans, medical coverage, or any other employee benefit plan
or arrangement  currently  made available by the  Association or Company or made
available in the future to its senior  executives and key management  employees,
subject to and on a basis  consistent  with the terms,  conditions,  and overall
administration  of such plans and  arrangements.  Executive  will be entitled to
incentive compensation and bonuses as provided in any plan of the Association or
Company in which  Executive  is eligible  to  participate.  Nothing  paid to the
Executive  under  any such plan or  arrangement  will be deemed to be in lieu of
other compensation to which the Executive is entitled under this Agreement.

(c) In  addition  to the Base  Salary  provided  for by  Section  3(a) and other
compensation  provided  for  by  Section  3(b),  the  Association  shall  pay or
reimburse  Executive  for all  reasonable  travel,  auto  allowance,  and  other
reasonable  business  related  expenses  incurred by Executive in performing his
obligations  under  this  Agreement.  Executive  shall  submit  monthly  to  the
Association a request for reimbursement  together with supporting  documentation
and, if applicable, receipts.


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<PAGE>
SECTION 4.  PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

(a) If the Association or Company  terminates,  actually or constructively,  the
Executive's  employment  during the TERM for any reason other than a termination
governed by Section 5 hereof,  or termination for Cause, as defined in Section 7
hereof,  the Association  shall be obligated to pay Executive within thirty (30)
days  after  his  termination,  or, in the event of his  subsequent  death,  his
beneficiary or  beneficiaries,  or his estate, as the case may be, in a lump sum
amount equal to (i) the cost of providing  medical and dental  coverage  through
COBRA  continuation  coverage,  similar to the coverage in effect at the time of
Executive's  termination,  for a period of one year, (ii) an amount equal to the
then currently targeted annual bonus as defined in the Cash Incentive Bonus Plan
of the Association,  regardless of the time of year such termination  occurs and
in addition to any annual bonus earned but not yet paid for Executive's services
provided in a prior year,  and (iii) the greater of an amount equal to one times
Executives  then current  year's Base Salary or the  Executive's  pro-rata  Base
Salary for the remainder of the TERM of the  Agreement.  Such payments shall not
be reduced in the event Executive obtains other employment following termination
of  employment.  No payments  under this  Section 4(a) are to be "grossed up" or
otherwise  adjusted based upon the personal income tax consequences to or status
of  Executive.  No payments  under this  Section  4(a) are to be  discounted  or
"present valued" in any manner. If Executive voluntarily resigns during the term
of this Agreement,  other than in the event of a Change In Control or Threatened
Change  In  Control  as  hereinafter  defined,  or in the  event of an actual or
constructive  termination as defined in this Section 4,  Executive  shall not be
entitled to receive any payments or benefits  beyond  those  earned  through the
date of such voluntary resignation.  Constructive termination under this Section
will be deemed to occur if the Executive is forced to resign his  employment due
to  intolerable  conditions  as  defined  by  California  law  or  if  Executive
terminates  his employment  due to (i) a reduction of the  Executive's  title or
status  or  resulting  from a formal  change  in such  title or  status,  (ii) a
material reduction in Executive's responsibilities,  (iii) the assignment to the
Executive of any duties  inconsistent with his title, duties or responsibilities
in effect,  (iv) a material  reduction in Executive's  compensation  or benefits
(with  material in this regard  defined as 5.0% or more),  (v) a  relocation  of
Executive's  principal  place  of  employment  by more  than 30  miles  from its
location as of the date of this Agreement, or (vi) a significant increase in the
Executive's  travel  requirements such that Executive is required to travel more
than 30 business days per year.

         (b) In the event the  Association is not in compliance with its minimum
regulatory  capital  requirements  or if such payments  pursuant to Section 4(a)
would cause the Association's capital to be reduced below its minimum regulatory
capital  requirements,  such payments or parts thereof,  shall be deferred until
such time as the Association or successor thereto is in capital compliance.


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<PAGE>
 SECTION 5. CHANGE IN CONTROL.

         (a) For  purposes  of this  Agreement,  a "Change  in  Control"  of the
Association  or  Company  shall  mean an event of a nature  that:  (i)  would be
required to be reported in response to Item I of the Current Report on Form 8-K,
as in  effect  on the  date  hereof,  pursuant  to  Section  13 or  15(d) of the
Securities  Exchange  Act of 1934 (the  "Exchange  Act");  or (ii)  results in a
Change in Control of the  Association  or the Company  within the meaning of the
Home Owners' Loan Act of 1933 and / or the Rules and Regulations  promulgated by
the Office of Thrift  Supervision  ("OTS") (or its  predecessor  agency),  as in
effect on the date hereof  (provided,  that in applying the definition of change
in control as set forth under the rules and  regulations  of the OTS,  the Board
shall substitute its judgment for that of the OTS); or (iii) without  limitation
such a Change in Control  shall be deemed to have  occurred  at such time as (A)
any  "person"  (as the term is used in Sections  13(d) and 14(d) of the Exchange
Act) is or becomes  the  "beneficial  owner" (as defined in Rule 13d-3 under the
Exchange Act),  directly or indirectly,  of voting securities of the Association
or the Company  representing  25% or more of the  Association's or the Company's
outstanding voting securities or the right to acquire such securities except for
any voting securities of the Association  purchased by the Company in connection
with the  conversion  of the  Association  to the stock form and any  securities
purchased by any tax qualified  employee  benefit plan of the Association or the
Company,  or (B)  individuals  who  constitute the Board on the date hereof (the
"Incumbent  Board")  cease for any  reason  to  constitute  at least a  majority
thereof,  provided  that any person  becoming a director  subsequent to the date
hereof whose election was approved by a vote of at least  three-quarters  of the
directors  comprising the Incumbent  Board, or whose  nomination for election by
the stockholders was approved by the same Nominating  Committee serving under an
Incumbent Board, shall be, for purposes of this clause "B", considered as though
he were a  member  of the  Incumbent  Board,  or (C) a plan  of  reorganization,
merger,  consolidation,  sale  of all or  substantially  all the  assets  of the
Association  or  the  Company  or  similar   transaction  occurs  in  which  the
Association or the Company is not the resulting entity, provided,  however, that
such an event  listed  above  will be  deemed to have  occurred  or to have been
effectuated  upon  the  receipt  of  all  required  regulatory  and  stockholder
approvals not including the lapse of any statutory waiting periods.

(b) For  purposes  of this  Agreement,  the term  Threatened  Change in  Control
("Threatened  Change in  Control")  shall mean any pending  tender offer for any
class of the Association's or the Company's  outstanding  shares, or any pending
bona  fide  offer to  acquire  the  Association  or the  Company  by  merger  or
consolidation,  or any other  pending  action or plan to effect,  or which would
lead to, a Change in Control of the  Association  or the Company.  A "Threatened
Change in Control  Period" shall commence on the first day the action  described
in the preceding  sentence  become  manifest and shall end when such actions are
abandoned or the Change in Control occurs.


                                                                    Page 4 of 23
<PAGE>
(c) If a Change in Control or  Threatened  Change in Control has occurred or the
Board has determined  that a Change in Control has occurred and the  Executive's
employment is terminated by either a Voluntary or Involuntary  Termination:  (i)
within twenty-four (24) months following the date of the Change in Control, (ii)
within  six (6)  months  prior to the date of the  Change in  Control,  or (iii)
during a Threatened  Change in Control  Period,  then the benefits  described in
Section 5(d) below shall be paid or provided to the Executive.

(d)  Benefits to be Provided:  If the  Executive  becomes  eligible for benefits
under Section 5(c) above, the Association shall pay or provide to Executive,  or
in the event of his subsequent death, his beneficiary or  beneficiaries,  or his
estate, as the case may be, the compensation and benefits ("Severance Payments")
set forth in this Section 5(d).

                  (i).  Salary:  The  Executive  will  continue  to receive  his
                        current Base Salary, including auto allowance,  (subject
                        to  withholding  of all  applicable  income and  payroll
                        taxes) for a period of  thirty-six  (36) months from his
                        date of  termination  in the same manner as it was being
                        paid as of the date of termination;  provided,  however,
                        that the payments  provided for hereunder  shall be paid
                        in a single lump sum payment,  to be paid not later than
                        30 days after his termination of employment.

                  (ii). Bonuses and  Incentives:  The  Executive  shall  receive
                        bonus payments from the  Association  for the thirty-six
                        (36) months  following the month in which his employment
                        is  terminated  in an  amount  for each  month  equal to
                        one-twelfth  of the  average  ("Average  Bonus")  of the
                        bonuses  paid  to  him  for  the  two   calendar   years
                        immediately preceding the year in which such termination
                        occurs.   Any  bonus  amounts  that  the  Executive  had
                        previously earned from the Association but which may not
                        yet have been paid as of the date of  termination  shall
                        not be affected by this provision.  Executive shall also
                        receive a prorated bonus of any uncompleted  fiscal year
                        at the date of  termination  equal to the Average  Bonus
                        multiplied  by the number of days he worked in such year
                        divided by 365 days. The bonus amounts determined herein
                        (including the Average Bonus, any previously  earned but
                        unpaid bonus, and the prorated bonus for any uncompleted
                        fiscal year) shall be paid in a single lump sum payment,
                        to be paid not later than 30 days after  termination  of
                        employment.


                                                                    Page 5 of 23
<PAGE>
                  (iii).Employee  Stock  Ownership  Plan:  The  Executive  shall
                        receive  supplemental  payments from the Association for
                        the thirty-six (36) months  following the month in which
                        his employment is terminated in an amount for each month
                        equal  to  one-twelfth  of  the   Association's   annual
                        contribution   to  its  Employee  Stock  Ownership  Plan
                        ("ESOP")  made on his  behalf  for the Plan year  ending
                        immediately preceding his date of termination. If, as of
                        the date of  Executive's  termination,  the Executive is
                        not fully  vested  in his  benefit  under the ESOP,  the
                        Association   shall  also  pay  to  the  Executive,   an
                        additional  payment  equal to the amount of his  account
                        under the ESOP  which was  forfeited  as a result of his
                        termination. The supplemental payments determined herein
                        shall  be paid in a lump  sum  payment,  to be paid  not
                        later than 30 days after termination of employment.

                  (iv). 401(k) Plan:  The Executive  shall receive  supplemental
                        payments from the  Association  for the thirty-six  (36)
                        months  following  the month in which his  employment is
                        terminated   in  an  amount  for  each  month  equal  to
                        one-twelfth  of  the   Association's   annual   matching
                        contribution  to its  401(k)  Plan  ("401(k)")  made  on
                        Executive's  behalf for the Plan year ending immediately
                        preceding his date of termination. If, as of the date of
                        Executive's  termination,  the  Executive  is not  fully
                        vested  in  his  benefit  under  the  401(k)  Plan,  the
                        Association   shall  also  pay  to  the  Executive,   an
                        additional  payment  equal to the amount of his  account
                        under the 401(k) Plan which was forfeited as a result of
                        his termination.  The supplemental  payments  determined
                        herein shall be paid in a lump sum  payment,  to be paid
                        not later than 30 days after termination of employment.


                                                                    Page 6 of 23
<PAGE>

                  (v).  Health, Dental, and Life Insurance Coverage: The health,
                        dental, and life insurance benefits coverage  (including
                        any executive medical plan) provided to the Executive at
                        his  date  of  termination  shall  be  continued  by the
                        Association  at the  Association's  expense  at the same
                        level and in the same  manner as if his  employment  had
                        not   terminated,   beginning   on  the   date  of  such
                        termination  and  ending  on the  date  thirty-six  (36)
                        months from the date of such termination. Any additional
                        coverages the Executive  had at  termination,  including
                        dependent  coverage,  will  also be  continued  for such
                        period on the same terms, to the extent permitted by the
                        applicable   policies  or   contracts.   Any  costs  the
                        Executive  was paying for such  coverages at the time of
                        termination  shall be paid by the  Executive by separate
                        check payable to the Association  each month in advance.
                        If the terms of any  benefit  plan  referred  to in this
                        Section do not  permit  continued  participation  by the
                        Executive,  the Association will pay Executive its costs
                        for  providing  such  coverage  within  thirty (30) days
                        prior to the conclusion of such coverage.  The coverages
                        provided  for in this Section  shall be applied  against
                        and reduce the period for which COBRA will be  provided.
                        If the Executive is covered by a split-dollar or similar
                        life insurance  program at the date of  termination,  he
                        shall  have the  option in his sole  discretion  to have
                        such  policy   transferred  to  him  upon   termination,
                        provided that the  Association  is paid at par value (no
                        premium  or  discount)  for  its  interest  in the  life
                        insurance policy upon such transfer.

                  (vi). Stock  Options:  Upon  the  occurrence  of a  Change  in
                        Control  (whether  or  not  Executive's   employment  is
                        terminated),  all  outstanding  stock  options  (whether
                        incentive stock options, non-statutory stock options, or
                        other  type(s) of stock  options)  granted to  Executive
                        under  the  1995  Stock  Option  Plan,  as  amended  and
                        restated  from time to time,  and any such similar stock
                        option plans ("Stock Option  Plans") of the  Association
                        or Company  shall  become  100%  vested and  immediately
                        exercisable.  To the extent necessary, the provisions of
                        this Section  5(d)(vi) shall  constitute an amendment of
                        the Executive's  stock option agreements under the Stock
                        Option Plans.

                  (vii).Stock  Awards:  Upon  the  occurrence  of  a  Change  in
                        Control  (whether  or  not  Executive's   employment  is
                        terminated),  all  outstanding  stock awards  granted to
                        Executive  under the 1995  Performance  Equity Plan,  as
                        amended  and  restated  from time to time,  and any such
                        similar  stock award plans  ("Stock  Award Plans") shall
                        become 100% vested and immediately  distributed.  To the
                        extent   necessary,   the  provisions  of  this  Section
                        5(d)(vii)   shall   constitute   an   amendment  of  the
                        Executive's stock award agreements under the Stock Award
                        Plans.


                                                                    Page 7 of 23
<PAGE>
                  (viii). Non-Qualified  Plans: The Executive shall receive from
                        the  Association  the nominal  financial  equivalent  of
                        thirty  six  (36)  months  worth  of  the  Association's
                        contributions  to or payments  under (for the  exclusive
                        benefit of Executive) any non-qualified  compensation or
                        benefit  plan  in  effect  at the  date of a  Change  In
                        Control  for  which   Executive  was  a  participant  or
                        beneficiary.

                  (ix). Employee  Mortgage  Loans:  The Executive  shall receive
                        from the Association or its successor or assign either a
                        continuation of any employee mortgage loan rate discount
                        in  effect  at the  date of the loan  origination  for a
                        period  of  the  lesser  of  thirty  six  months  or the
                        maturity of the mortgage loan, or a payment equal to the
                        employee loan rate discount in effect on the date of the
                        loan  origination  multiplied by three (3) multiplied by
                        the  outstanding   principal  balance  of  the  employee
                        mortgage loan on the date of a Change In Control.

                  (x).  Vision, Short Term Disability, Long Term Disability: The
                        Association  will have no  obligation  to Executive  for
                        coverages   for  or  payment  for  vision,   short  term
                        disability, or long term disability insurance under this
                        Section 5(d).

         (e) In the event the  Association is not in compliance with its minimum
capital  requirements or if such payments would cause the Association's  capital
to be reduced below its minimum regulatory capital  requirements,  such payments
or part  thereof  shall  be  deferred  until  such  time as the  Association  or
successor thereto is in capital compliance. Any such payments under Section 5(d)
shall not be reduced in the event Executive  obtains other employment  following
termination.  No payments  under this  Section  5(d) are to be  "grossed  up" or
otherwise  adjusted based upon the personal income tax consequences to or status
of  Executive.  No payments  under this  Section  5(d) are to be  discounted  or
"present valued" in any manner.


                                                                    Page 8 of 23
<PAGE>
SECTION 6.  LIMITATION AND ADJUSTMENT OF BENEFITS

         (a) Notwithstanding  anything in this Agreement to the contrary, if, in
the opinion of independent tax  accountants or counsel  selected and retained by
the Companies and reasonably acceptable to the Executive ("Tax Counsel"), any of
the  compensation or benefits  payable,  or to be provided,  to Executive by the
Companies  under  this  Agreement  are  treated as an excess  parachute  payment
("Excess  Severance  Payments") as defined in Section 280G(b)(1) of the Internal
Revenue Code of 1986, as amended  ("Internal Revenue Code") (whether alone or in
conjunction  with  payments  or  benefits  by  the  Companies  outside  of  this
Agreement),  the Companies shall direct Tax Counsel to determine and compare (i)
Executive's  net income after  Executive's  payment of all federal,  state,  and
local taxes assuming that all of the  compensation  and benefits  payable by the
Companies  under  this  Agreement  and all such other  arrangements  are paid to
Executive and Executive pays the "Excise Tax" (as imposed under Internal Revenue
Code  Section  4999);  and (ii)  Executive's  net  income  after  payment of all
federal,  state and local taxes  assuming that the total amount of  compensation
and benefits  payable by the Companies  under this  Agreement and all such other
arrangements  is reduced such that no Excess  Severance  Payments result and the
Excise Tax is not triggered.  If the amount  calculated under (ii) above is less
than 95% of the amount calculated under (i) above, then the full amount due from
the Companies under all such arrangements shall be payable to Executive.  If the
amount  calculated  under (ii)  above is at least 95% of the  amount  calculated
under (i) above,  then the total amount of  compensation  and  benefits  payable
under all such arrangements shall be reduced, as provided in Section 6(b) below,
such that Executive shall receive no Excess Severance Payments and shall have no
personal liability for Excise Tax.

         (b) In the event that the amount of any Severance  Payments,  including
any  benefits,  which would be payable to or for the benefit of Executive  under
this  Agreement  must be  modified  or  reduced to comply  with this  Section 6,
Executive shall direct which  Severance  Payments are to be modified or reduced,
including  allocating a portion of such Severance  Payments as compensation  for
ongoing obligations by Executive pursuant to Section 11; provided, however, that
no  increase in the amount of any payment or change in the timing of the payment
shall be made without the consent of the Companies.


                                                                    Page 9 of 23
<PAGE>
         (c) This  Section  6 shall be  interpreted  so as to  maximize  the net
after-tax dollar value to Executive. In determining whether any Excess Severance
Payments  exist and the most  advantageous  outcome for  Executive,  the parties
shall take into account all  provisions  of Internal  Revenue Code Section 280G,
and the Regulations thereunder, including making appropriate adjustments to such
calculations for amounts established to be "Reasonable Compensation" as provided
in Section 280G(b)(4) of the Code. Both the Company,  Association, and Executive
shall  cooperate  fully  with Tax  Counsel  and  provide  Tax  Counsel  with all
compensation and benefit amounts, personal tax information and other information
necessary or helpful in calculation such net after-tax amounts.  In the event of
any Internal Revenue Service examination, audit, or other inquiry, the Companies
and  Executive  agree to take action to provide,  and to cooperate in providing,
evidence to the Internal Revenue Service (and, if applicable,  the state revenue
department) to achieve this goal.

         (d) If it is established  pursuant to a final  determination of a court
or an  Internal  Revenue  Service  proceeding,  or pursuant to an opinion of Tax
Counsel,  that  notwithstanding the good faith of the Companies and Executive in
applying  the terms of this  Section 6, either (i) the amounts paid to Executive
unintentionally  constituted  Excess Severance Payments and triggered the Excise
Tax,  even thought the payments to Executive  were reduced in an effort to avoid
such result; or (ii) the amounts paid to Executive were reduced by more than was
necessary to avoid  triggering  the Excise Tax,  then the parties shall make the
applicable  correction  that will  achieve the goal  described  in Section  6(c)
hereof.  In the  event the  error  referred  to in  clause  (i)  hereof  occurs,
Executive is hereby required to repay to the Companies, within 15 days after the
error is  discovered,  the amount  necessary to avoid the Excise Tax;  provided,
however, that if Executive, based on advice from Tax Counsel and Executive's own
tax  advisor,  determines  that the  return  of such  amounts  will not serve to
eliminate the Excess  Severance  Payments and the Excise Tax, the Companies then
shall be obligated to pay to Executive,  within 15 days after Executive notifies
the  Companies  of  Executive's  determination,  the  total  amount by which the
original amount of Executive's  compensation  and benefits were reduced pursuant
to the terms of Section 6(a) and (b) hereof.  In the event the error referred to
in clause (ii) hereof  occurs,  the  Companies  are hereby  required to repay to
Executive,  within 30 days after the error is discovered,  the maximum amount of
the  compensation  and  benefits  that  were  reduced  pursuant  to the terms of
Sections 6(a) and (b) hereof that Executive may receive  without  triggering the
Excise Tax.


                                                                   Page 10 of 23
<PAGE>
SECTION 7.  TERMINATION FOR CAUSE.

         (a) For purposes of this  Agreement,  the term  "Cause"  shall mean (i)
fraud  or  misappropriation  with  respect  to the  business  or  assets  of the
Association  or the Company;  (ii) gross  negligence  or willful  misconduct  by
Executive  in the  performance  of his  duties;  (iii) any  habitual or repeated
neglect of his duties by Executive  which  Executive fails to cure upon ten (10)
days written notice; (iv) a material breach of this Agreement by Executive;  (v)
Executive's   inability  as  a  result  of  physical  or  mental  incapacity  to
substantially  perform his duties for the  Companies  on a full time basis for a
period exceeding six (6) months;  (vi) violation of any law, rule, or regulation
(excluding  Vehicle Code  convictions,  or marijuana  convictions  more than two
years old) that has a material  adverse effect upon the  Association or Company,
(vii) violation of any final cease-and-desist  order; (viii) the use of drugs or
alcohol that interferes with the Executive's  performance of his job duties;  or
(ix) any breach of fiduciary duty involving  personal  profit;  (x) any unlawful
conduct by Executive injurious to the interest, property,  operations,  business
or reputation of the Association, or (xi) conviction for any criminal felony.

         (b) Executive shall not have the right to receive compensation or other
benefits for any period after  Termination for Cause. Any unvested stock options
and related  limited rights granted to Executive  under any stock option plan or
unvested  awards  granted  to  Executive  under  any stock  benefit  plan of the
Association,  the Company, or any subsidiary or affiliate thereof,  shall become
null and void effective upon  Executive's  receipt of Notice of Termination  for
Cause pursuant to Section 9 hereof, and shall not be exercisable by or delivered
to Executive at any time subsequent to such Termination for Cause.

SECTION 8.  VOLUNTARY RESIGNATION

         Nothing in this Agreement shall prevent or limit  Executive's right and
ability to voluntarily  resign and / or seek other gainful  employment  provided
that  Executive  gives not less than  sixty (60) days  prior  written  notice of
resignation to the Companies.  If Executive determines to voluntarily resign (i)
other  than in  conjunction  with a Change In Control  or  Threatened  Change In
Control  as defined  and  described  in Section 5 hereto,  or (ii) other than in
conjunction with an actual or constructive  termination as defined and described
in Section 4 hereto,  Executive shall be entitled to no additional  compensation
beyond that  generally  available to all or  substantially  all of the full-time
employees of the  Association at that time, and Executive shall only be entitled
to  that  compensation  and  benefits  earned  and  vested  at the  date of such
voluntary  resignation.  In  conjunction  with  such  a  voluntary  resignation,
Executive shall have no obligation or requirement to return any  compensation or
benefits earned or vested through the date of such voluntary  resignation to the
Association.


                                                                   Page 11 of 23
<PAGE>
SECTION 9.  NOTICE.

         A  termination  for  Cause by the  Association  or the  Company  of the
Executive's  employment  shall be  effective  upon  receipt of a written  notice
communicated  to the  Executive.  A  termination  other than for Cause  shall be
effective sixty (60) days after receipt of a written notice  communicated to the
Executive.

SECTION 10.  POST-TERMINATION OBLIGATIONS.

(a) All payments and benefits to Executive under this Agreement shall be subject
to Executive's  compliance  with this Section 10 for one (1) full year after the
earlier  of  expiration  of  this   Agreement  or   termination  of  Executive's
employment.

(b) Executive  shall,  upon  reasonable  notice,  furnish such  information  and
assistance  to the  Companies as may  reasonably be required by the Companies in
connection  with  any  litigation  in  which  it or any of its  subsidiaries  or
affiliates  is,  or may  become,  a party.  Executive's  obligation  under  this
paragraph  shall  only be in  effect if the  Companies  provide  Executive  with
liability  insurance  coverage and  indemnification  similar to that provided to
current senior management personnel and as described in Section 22.

         (c) All written or printed  materials,  notebooks,  and records used by
Executive  in  performing  duties  for the  Companies,  other  than  Executive's
personal  notes and  diaries,  are and shall  remain  the sole  property  of the
Companies.  Upon termination of employment,  Executive shall promptly return all
such material (including all copies) to the Companies.

SECTION 11.  NON-DISCLOSURE, NO-SOLICIATION AND UNFAIR COMPETITION.

(a) Executive agrees and acknowledges  that during the performance of his duties
with  the  Companies,   he  will  receive  and  have  access  to   confidential,
proprietary,  and/or trade secret information concerning the business activities
and plans for business  activities  of the  Companies  and  affiliates  thereof.
Executive  recognizes  and  acknowledges  that  the  knowledge  of the  business
activities  and plans for business  activities of the  Companies and  affiliates
thereof, as may exist from time to time, is a valuable, special and unique asset
of the business of the Companies.  Executive will not, during or after the TERM,
disclose any  knowledge of the past,  present,  planned or  considered  business
activities  of  the  Companies  or  affiliates  thereof  to  any  person,  firm,
corporation,   or  other   entity  for  any   reason  or   purpose   whatsoever.
Notwithstanding the foregoing,  Executive may disclose any knowledge of banking,
financial  and/or  economic  principles,   concepts  or  ideas,  which  are  not
exclusively  derived from the business  plans,  and activities of the Companies.
Further, Executive may disclose information regarding the business activities of
the Companies to the OTS,  Federal  Reserve,  and the Federal Deposit  Insurance
Corporation ("FDIC") pursuant to a formal regulatory request.


                                                                   Page 12 of 23
<PAGE>

         (b) Executive  further agrees and  acknowledges  that the Companies and
affiliates have invested  substantial  time, effort and expense in compiling its
confidential,  trade secret  information  and in assembling its present staff of
personnel,  and have an interest  in  preventing  any unfair use of  information
which  the  Executive  has  obtained  solely  through  his  employment  with the
Companies. In order to protect the confidentiality of the Companies' proprietary
confidential  information,  Executive  agrees that during his employment and for
one year thereafter,  he shall not do the following:  (1) approach,  solicit, or
accept  business  from, or otherwise do business or  communicate in any way with
any customer of the Association,  utilizing  information which the Executive has
obtained solely through his employment with the Association,  for the purpose of
engaging in or assisting  others in engaging in Competition  (as defined herein)
with the Association;  (2) approach, counsel or attempt to induce any person who
is then in the employ of the Association to leave the employ of the Association,
or employ or  attempt  to employ  any such  person or any person who at any time
during the preceding twelve (12) months or during the TERM of this Agreement was
in the  employ  of  the  Association,  unless  such  person  has  initially  and
voluntarily  approached  Executive or Executive's new employing entity of his or
her own accord; or (3) aid, assist or counsel any other person,  firm or counsel
any other person, firm or corporation to do any of the above. For the purpose of
this Agreement,  a person or business is in Competition with the business of the
Association if the business  involves the solicitation for, sale or distribution
of financial  products and services  anywhere within the  Association's  primary
service area.  The  provisions of this  paragraph do not apply in the event of a
Change of Control.

         (c) Executive agrees that in addition to any and all remedies available
at law or equity  (including  money damages),  the Companies may seek injunctive
relief  and/or a decree  for  specific  performance  to  prevent  any  breach or
threatened breach by the Executive or any other person acting for, along with or
under the  direction  of the  Executive of this Section 11, where such breach or
threatened  breach  will  result in  irreparable  and  continuing  damage to the
Companies for which there will be no adequate remedy at law. The Companies shall
be entitled  to seek such  equitable  relief in any forum,  including a court of
law,  notwithstanding the provision of Section 20 and the arbitration  provision
referenced  therein.  The  Companies  may pursue any of the  remedies  described
herein  concurrently  or  consecutively  in any  order as to any such  breach or
violation,  and the  pursuit  of one of such  remedies  at any time  will not be
deemed an election of remedies or waiver of the right to pursue any of the other
such remedies.


                                                                   Page 13 of 23
<PAGE>
SECTION 12.  SOURCE OF PAYMENTS.

         All payments provided in this Agreement shall be timely paid in cash or
check  from  the  general  funds  of  the  Association.  The  Company,  however,
unconditionally guarantees payment and provision of all amounts and benefits due
hereunder  to  Executive  and,  if  such  amounts  and  benefits  due  from  the
Association are not timely paid or provided by the Association, such amounts and
benefits shall be paid or provided by the Company.

SECTION 13.  EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.

         This Agreement  contains the entire  understanding  between the parties
hereto and  supersedes  any prior  employment  agreement  between the Company or
Association  or any  predecessor of the Company or  Association,  and Executive,
except that this Agreement  shall not affect or operate to reduce any benefit or
compensation inuring to Executive of a kind elsewhere provided.  No provision of
this  Agreement  shall be  interpreted  to mean that  Executive  is  subject  to
receiving fewer benefits than those  available to him without  reference to this
Agreement.

SECTION 14.  NO ATTACHMENT.

         (a) Except as required by law, no right to receive  payments under this
Agreement  shall be  subject to  anticipation,  commutation,  alienation,  sale,
assignment,  encumbrance,  charge,  pledge, or  hypothecation,  or to execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt,  voluntary  or  involuntary,  to affect any such action  shall be null,
void, and of no effect.

         (b) This Agreement  shall be binding upon, and inure to the benefit of,
Executive and the  Association and Company and their  respective  successors and
assigns.

SECTION 15.  MODIFICATION AND WAIVER.

         (a)  This  Agreement  may  not be  modified  or  amended  except  by an
instrument in writing signed by the parties hereto.

         (b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the specific  term or condition  waived and shall not  constitute a waiver of
such term or condition for the future as to any act other than that specifically
waived.


                                                                   Page 14 of 23
<PAGE>
SECTION 16.  REQUIRED PROVISIONS.

         (a) The Association may terminate  Executive's  employment at any time,
but any termination by the Association,  other than Termination for Cause, shall
not prejudice  Executive's  right to  compensation  or other benefits under this
Agreement.  Executive shall not have the right to receive  compensation or other
benefits  for any  period  after  Termination  for Cause as defined in Section 7
hereinabove.

         (b) If Executive is suspended from office and/or temporarily prohibited
from  participating  in the  conduct  of the  Association's  affairs by a notice
served under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act, 12
U.S.C.  ss.1818(e)(3)  or  (g)(1);  the  Association's  obligations  under  this
contract  shall  be  suspended  as of the  date of  service,  unless  stayed  by
appropriate  proceedings.  If the  charges  in the  notice  are  dismissed,  the
Association  may in  its  discretion  (i)  pay  Executive  all  or  part  of the
compensation  withheld while their contract  obligations were suspended and (ii)
reinstate (in whole or in part) any of the obligations which were suspended.

         (c)  If  Executive  is  removed  and/or  permanently   prohibited  from
participating  in the conduct of the  Association's  affairs by an order  issued
under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C.
ss.1818(e)(4) or (g)(1),  all obligations of the Association under this contract
shall terminate as of the effective date of the order,  but vested rights of the
contracting parties shall not be affected.

         (d) If the  Association is in default as defined in Section  3(x)(1) of
the Federal Deposit  Insurance Act, 12 U.S.C.  ss.1813(x)(1)  all obligations of
the  Association  under this contract shall terminate as of the date of default,
but this  paragraph  shall not  affect  any  vested  rights  of the  contracting
parties.

         (e) All  obligations  of the  Association  under this contract shall be
terminated, except to the extent determined that continuation of the contract is
necessary for the continued operation of the institution, (i) by the Director of
the OTS (or his  designee)  or the  FDIC,  at the time the FDIC  enters  into an
agreement to provide  assistance  to or on behalf of the  Association  under the
authority  contained in Section 13(c) of the Federal  Deposit  Insurance Act, 12
U.S.C.  ss.1823(c);  or (ii) by the Director of the OTS (or his designee) at the
time the Director (or his  designee)  approves a  supervisory  merger to resolve
problems related to the operations of the Association or when the Association is
determined by the Director to be in an unsafe or unsound  condition.  Any rights
of the parties that have already vested,  however, shall not be affected by such
action.

         (f) Any  payments  made to  Executive  pursuant to this  Agreement,  or
otherwise,   are   subject  to  and   conditioned   upon   compliance   with  12
U.S.C.ss.1828(k)   and  12  C.F.R.ss.545.121   and  any  rules  and  regulations
promulgated thereunder.


                                                                   Page 15 of 23
<PAGE>
SECTION 17.  SEVERABILITY.

         If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

SECTION 18.  HEADINGS FOR REFERENCE ONLY.

         The headings of sections and paragraphs  herein are included solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

SECTION 19.  GOVERNING LAW.

         The  validity,  interpretation,  performance  and  enforcement  of this
Agreement shall be governed by the laws of the State of California,  but only to
the extent not superseded by federal law.

SECTION 20.  ARBITRATION.

         In  the  event  there  is  any  dispute   arising  out  of  Executive's
employment,  the  termination  of  that  employment,  or  arising  out  of  this
Agreement,  the  Executive  and  Association  and  Company  agree to submit such
dispute to binding  arbitration in accordance  with the terms of the Alternative
Dispute  Resolution  Agreement  set forth in  Appendix A to this  Agreement  and
incorporated herein.

SECTION 21.  PAYMENT OF COSTS AND LEGAL FEES.

         All  reasonable  costs and legal  fees paid or  incurred  by  Executive
pursuant to any dispute or question of interpretation relating to this Agreement
shall be paid or reimbursed by the Association if Executive is successful on the
merits pursuant to a legal judgment, arbitration, or settlement.


                                                                   Page 16 of 23
<PAGE>
SECTION 22.  INDEMNIFICATION.

         (a) The Association and Company shall provide Executive  (including his
heirs,  executors and administrators)  with coverage under a standard directors'
and officers'  liability insurance policy as approved by the Board of Directors,
at its expense,  and to the extent not otherwise provided through such insurance
policy, shall indemnify Executive (and his heirs,  executors and administrators)
to the fullest  extent  permitted  under  federal law against all  expenses  and
liabilities  reasonably incurred by him in connection with or arising out of any
action,  suit or  proceeding in which he may be involved by reason of his having
been a director  or officer of the  Association  or Company  (whether  or not he
continues to be a director or officer at the time of incurring  such expenses or
liabilities),  such expenses and liabilities to include,  but not be limited to,
judgments,  court  costs,  and  attorneys'  fees,  and the  cost  of  reasonable
settlements.

         (b) Any payments made to Executive pursuant to this Section are subject
to and conditioned  upon compliance  with 12  C.F.R.ss.545.121  and any rules or
regulations promulgated thereunder.

SECTION 23.  SUCCESSOR TO THE ASSOCIATION OR COMPANY.

         The Companies  shall require any successor or assignee,  whether direct
or  indirect,  by  purchase,  merger,  consolidation,  or  otherwise,  to all or
substantially  all  the  business  or  assets  of the  Association  or  Company,
expressly  and  unconditionally  to assume and agree to perform all  obligations
under  this  Agreement,  in the  same  manner  and to the same  extent  that the
Companies  would be required to perform if no such  succession or assignment had
taken place.


                                                                   Page 17 of 23
<PAGE>
         IN WITNESS  WHEREOF,  Monterey Bay Bank and Monterey Bay Bancorp,  Inc.
have caused this Agreement to be executed and their seals to be affixed hereunto
by their duly authorized  officers and directors,  and Executive has signed this
Agreement, on the first day of May, 2001.

ATTEST:                                     MONTEREY BAY BANK




By:      /s/ Karen Flores                   By: /s/ McKenzie Moss
         --------------------------------       --------------------------------
         Assistant Corporate Secretary          McKenzie Moss
                                                Chairman of the Board

[SEAL]



ATTEST:                                     MONTEREY BAY BANCORP, INC.
                                            (Guarantor)



By:      /s/ Karen Flores                   By: /s/ McKenzie Moss
         -------------------------------        --------------------------------
         Assistant Corporate Secretary          McKenzie Moss
                                                Chairman of the Board

[SEAL]


WITNESS:                                    EXECUTIVE:



/s/ Nancy Trevino                               /s/ C. Edward Holden
----------------------------------------        --------------------------------
Nancy Trevino                                   C. Edward Holden
                                                President & Chief Executive
                                                Officer


                                                                   Page 18 of 23
<PAGE>



                                   APPENDIX A

                         ALTERNATIVE DISPUTE RESOLUTION

I.       Agreement To Arbitrate

         In the event that any employment  dispute  arises between  Monterey Bay
         Bank  ("Association") and C. Edward Holden  ("Executive"),  the parties
         involved  will make all  efforts to resolve  any such  dispute  through
         informal  means.  If these informal  attempts at resolution fail and if
         the  dispute  arises out of or is  related to a breach of the  parties'
         Employment Agreement, the termination of employment or alleged unlawful
         discrimination,  Association  and Executive  will submit the dispute to
         final and binding arbitration.

         By accepting  employment with the  Association,  Executive  agrees that
         arbitration is the exclusive  remedy for all such arbitrable  disputes;
         with respect to such disputes,  no other action may be brought in court
         or any other forum (except  actions to compel  arbitration  hereunder).
         THIS ADR AGREEMENT IS A WAIVER OF THE PARTIES'  RIGHTS TO A CIVIL COURT
         ACTION FOR A DISPUTE  RELATING TO  TERMINATION OF EMPLOYMENT OR ALLEGED
         UNLAWFUL DISCRIMINATION,  WHICH INCLUDES RETALIATION OR SEXUAL OR OTHER
         UNLAWFUL  HARASSMENT;  ONLY AN  ARBITRATOR,  NOT A JUDGE OR JURY,  WILL
         DECIDE THE DISPUTE.

         Employment  disputes  arising  out  of or  related  to  termination  of
         employment or alleged unlawful  discrimination,  including retaliation,
         sexual or other unlawful harassment,  shall include, but not be limited
         to, the following:  alleged  violations of federal,  state and/or local
         constitutions,  statutes or regulations;  claims based on any purported
         breach of contractual  obligation,  including breach of the covenant of
         good faith and fair dealing;  and claims based on any purported  breach
         of duty  arising  in  tort,  including  violations  of  public  policy.
         Disputes related to workers'  compensation  and unemployment  insurance
         are not arbitrable hereunder. Claims for benefits covered by a separate
         benefit plan that provides for  arbitration are not covered by this ADR
         Agreement.  Claims  that are filed with or are being  processed  by the
         U.S. Equal  Employment  Opportunity  Commission  ("EEOC"),  or that are
         brought  under Title VII of the Civil  Rights Act of 1964,  as amended,
         are not arbitrable  under this  Agreement,  except that the parties may
         agree in writing to do so with  respect to each such  dispute  that may
         arise.

II.      Arbitration PROCEDURES
         (a) Attempt At Informal Resolution Of Disputes

         Prior to  submission  of any dispute to  arbitration,  Association  and
         Executive  shall  attempt to resolve  the  dispute  informally  through
         mediation. Association and Executive will select a mediator from a list
         provided  by the State  Mediation  and  Conciliation  Service  or other
         similar  agency who will  assist the parties in  attempting  to reach a
         settlement of the dispute. The mediator may make settlement suggestions
         to the parties but shall not have the power to impose a settlement upon
         them.  If the  dispute is resolved in  mediation,  the matter  shall be
         deemed closed.  If the dispute is not resolved in mediation and goes to
         the next step  (binding  arbitration),  any  proposals  or  compromises
         suggested  by  either  of the  parties  or the  mediator  shall  not be
         referred  to or have any  bearing  on the  arbitration  procedure.  The
         mediator  cannot  also  serve  as  the  arbitrator  in  the  subsequent
         proceeding unless all parties expressly agree in writing.

         (b) Request for Arbitration

         Should  Association  or  Executive  wish to pursue  arbitration  of any
         arbitrable dispute,  Association,  Executive or its/his  representative
         must submit a written "Request For Arbitration" to the other party with
         (1) year of the  alleged  conduct  giving rise to the  dispute.  If the
         "Request  for  Arbitration"  is not  submitted in  accordance  with the
         aforementioned  time  limitations,  the party will not be able to bring
         its/his claims to this or any other forum. Unless otherwise required by
         law, the "Request For  Arbitration"  shall clearly state it is "Request
         For  Arbitration"  at the  beginning of the first page and includes the


                                                                   Page 19 of 23
<PAGE>
         following  information:  (1) a factual  description  of the  dispute in
         sufficient  detail  to  advise  the  other  party of the  nature of the
         dispute,  (2) the date when the dispute first arose, and (3) the relief
         requested by requesting party.

         A Request  for  Arbitration  must be mailed to the other  party's  last
         known address or  hand-delivered  to that party.  The party to whom the
         Request for  Arbitration  is directed  will respond  within thirty (30)
         days so that  the  parties  can  begin  the  process  of  selecting  an
         Arbitrator. Such response may include any counterclaims.

         (c) Selection Of The Arbitrator

         All disputes will be resolved by a single Arbitrator,  selected through
         and under the American  Arbitration  Association's  "National Rules for
         the Resolution of Employment Disputes" as amended and effective June 1,
         1997.

         (d) The Arbitrator's Authority

         The Arbitrator shall have the powers enumerated below:

         1.       Ruling  on  motions   regarding   discovery,   and  ruling  on
                  procedural   and   evidentiary   issues   arising  during  the
                  arbitration.

         2.       Ruling on  motions  to  dismiss  and/or  motions  for  summary
                  judgment  applying the standards  governing such motions under
                  the Federal Rules of Civil Procedure.

         3.       Issuing  protective orders on the motion of any party or third
                  party witness, such protective orders may include, but are not
                  limited to, sealing the record of the arbitration, in whole or
                  in  part   (including   discovery   proceedings  and  motions,
                  transcripts,  and the  decision  and  award),  to protect  the
                  privacy or other constitutional or statutory rights of parties
                  and/or witnesses.

         4.       Determining  only  the  issue(s)  submitted  to  him/her.  The
                  issue(s) must be identifiable in the "Request For Arbitration"
                  or  counterclaim(s).  Except as required by law,  any issue(s)
                  not  identifiable  in those  documents is outside the scope of
                  the  Arbitrator's  jurisdiction  and any award  involving such
                  issue(s), upon motion by a party, shall be vacated.

         (e) Discovery

         The discovery  process shall proceed and be governed,  consistent  with
         the standards of the Federal Rules of Civil Procedure, as follows:

         1.       Unless otherwise required by law, parties may obtain discovery
                  by any of the following methods:

                  a.       Depositions   of  non-expert   witnesses   upon  oral
                           examination, five (5) per side as of right, with more
                           permitted if leave is obtained from the Arbitrator;

                  b.       Written  interrogatories,  up to a  maximum  combined
                           total  of  twenty  (20),  with the  responding  party
                           having twenty (20) days to respond;

                  c.       Request  for  production  of  documents  or things or
                           permission  to enter upon land or other  property for
                           inspection,  with the responding  party having twenty
                           (20) days to produce the documents and allow entry or
                           to file objections to the request;

                  d.       Physical and mental  examination,  in accordance with
                           Federal Rule of Civil Procedure 35(a); and


                                                                   Page 20 of 23
<PAGE>


                  e.       Any   motion  to  compel   production,   answers   to
                           interrogatories  or entry onto land or property  must
                           be made to the Arbitrator within fifteen (15) days of
                           receipt of objections.

         2.       To the extent  permitted  by the  Federal  Arbitration  Act or
                  applicable  California law, each party shall have the right to
                  subpoena  witnesses and documents during discovery and for the
                  arbitration.

         3.       All discovery  requests  shall be submitted no less than sixty
                  (60) days before the hearing date.

         4.       The scope of discoverable evidence shall be in accordance with
                  Federal Rule of Civil Procedure 26(b)(1).

         5.       The   Arbitrator   shall  have  the  power  to   enforce   the
                  aforementioned   discovery   rights  and  obligations  by  the
                  imposition  of  the  same  terms,  conditions,   consequences,
                  liabilities,  sanctions and penalties as can or may be imposed
                  in like  circumstances  in a civil  action by a federal  court
                  under the Federal Rules of Civil Procedure.

         (f) Hearing Procedure

         The  hearing  shall  proceed  according  to  the  American  Arbitration
         Association's   "National   Rules  for  the  Resolution  of  Employment
         Disputes" as amended and  effective  June 1, 1997,  with the  following
         amendments:

                  1.       The  Arbitrator  shall  rule  at  the  outset  of the
                           arbitration on procedural issues that bear on whether
                           the arbitration is allowed to proceed.

                  2.       Each party has the burden of proving  each element of
                           its claims or  counterclaims,  and each party has the
                           burden of proving any of its affirmative defenses.

                  3.       In  addition  to,  or in  lieu of  closing  argument,
                           either  party  shall  have  the  right to  present  a
                           post-hearing  brief,  and the due date for exchanging
                           any  post-hearing  briefs shall be mutually agreed on
                           by the parties and the Arbitrator.

         (g) Substantive Law

                  1.       The  parties  agree  that they will be  afforded  the
                           identical legal equitable,  and statutory remedies as
                           would be  afforded  them were they to bring an action
                           in a court of competent jurisdiction.

                  2.       The  applicable  substantive  law shall be the law of
                           the  State of  California  or  federal  law.  If both
                           federal  and state law are  applicable  to a cause of
                           action,  Executive  shall have the right to elect his
                           choice of law.  Choice of  substantive  law in no way
                           affects the  procedural  aspects of the  arbitration,
                           which are  exclusively  governed by the provisions of
                           this ADR Agreement.

         (h) Opinion And Award

         The Arbitrator  shall issue a written opinion and award, in conformance
with the following requirements:

                  1.       The opinion and award must be signed and dated by the
                           Arbitrator.

                  2.       The  Arbitrator's  opinion and award shall decide all
                           issues submitted.

                  3.       The  Arbitrator's  opinion  and award shall set forth
                           the  legal  principles  supporting  each  part of the
                           opinion.


                                                                   Page 21 of 23
<PAGE>

                  4.       The Arbitrator shall have the same authority to award
                           remedies,  damages  and costs as  provided to a judge
                           and/or jury under parallel circumstances.

         (i) Enforcement Of Arbitrator's Award

         Following  the  issuance of the  Arbitrator's  decision,  any party may
         petition  a  court  to   confirm,   enforce,   correct  or  vacate  the
         Arbitrator's  opinion  and award  under the  Federal  Arbitration  Act,
         and/or applicable California law.

         (j) Fees And Costs

         Unless otherwise  required by law, fees and costs shall be allocated in
the following manner:

                  1.       Each  party   shall  be   responsible   for  its  own
                           attorneys' fees, except as otherwise provided by law.

                  2.       The  Association  shall  pay the  entire  cost of the
                           arbitrator's  services,  the  facility  in which  the
                           arbitration  is to be held,  and any  similar  costs,
                           except that Executive shall  contribute  toward these
                           costs an amount equal to the then-current  filing fee
                           in  California  Superior  Court  charged for filing a
                           complaint or for first appearing, whichever is lower.

                  3.       The Association  shall pay the entire cost of a court
                           reporter to transcribe the  arbitration  proceedings.
                           Each party shall  advance  the cost for said  party's
                           transcript  of  the  proceedings.  Each  party  shall
                           advance its own costs for witness  fees,  service and
                           subpoena charges,  copying, or other incidental costs
                           that each  party  would  bear  during the course of a
                           civil lawsuit.

                  4.       Each  party  shall  be  responsible   for  its  costs
                           associated with discovery,  except as required by law
                           or court order.


                                                                   Page 22 of 23
<PAGE>





III.     Severability

         In the event that any  provision of this ADR Agreement is determined by
         a  court  of  competent   jurisdiction   to  be  illegal,   invalid  or
         unenforceable  to any extent,  such term or provision shall be enforced
         to the extent  permissible  under the law and all  remaining  terms and
         provisions  of this ADR  Agreement  shall  continue  in full  force and
         effect.

                                                 EXECUTIVE:

DATED:  May 1, 2001                              /s/ C. Edward Holden
                                                 -------------------------------
                                                 C. Edward Holden

                                                 MONTEREY BAY BANK



DATED:  May 1, 2001                              By:      /s/ McKenzie Moss
                                                          ----------------------
                                                          McKenzie Moss
                                                          Chairman of the Board

                                                 MONTEREY BAY BANCORP, INC.
                                                (Guarantor)

DATED:  May 1, 2001                              By:      /s/ McKenzie Moss
                                                          ----------------------
                                                          McKenzie Moss
                                                          Chairman of the Board