<PAGE>

Exhibit 10.18   Quaker City Bank Retirement Benefit Equalization Plan


                                Quaker City Bank

                      Retirement Benefit Equalization Plan



                           Effective: January 1, 2000
<PAGE>

                                Table of Contents
<TABLE>
<CAPTION>


<S>                                                                  <C>
ARTICLE 1 - PURPOSE.................................................. 1

ARTICLE 2 - DEFINITIONS.............................................. 2

    2.1   Bank....................................................... 2
    2.2   Board of Directors......................................... 2
    2.3   Change-in-Control.......................................... 2
    2.4   Code....................................................... 2
    2.5   Compensation............................................... 3
    2.6   Compensation Committee..................................... 3
    2.7   Disability................................................. 3
    2.8   Effective Date............................................. 3
    2.9   ERISA...................................................... 3
    2.10  Participant................................................ 3
    2.11  Plan....................................................... 4
    2.12  Plan Administrator......................................... 4
    2.13  Plan Year.................................................. 4
    2.14  Quaker ESOP................................................ 4
    2.15  Quaker 401(k) Plan......................................... 4
    2.16  Quaker SERP................................................ 4
    2.17  Retirement Plan............................................ 4
    2.18  Spouse..................................................... 4
    2.19  Year of Service............................................ 5

ARTICLE 3 - BANK CONTRIBUTIONS....................................... 6

    3.1   Bank Matching Contributions................................ 6
    3.2   Bank ESOP Contribution..................................... 6
    3.3   Bank Retirement Plan Contributions......................... 6
    3.4   Special Contribution Credit................................ 7
    3.5   Interest on Plan Benefits.................................. 7
    3.6   Time for Crediting Bank Contributions...................... 8
    3.7   Rules Regarding Reductions................................. 8
    3.8   Forms of Payment Options................................... 8
    3.9   Election of Form of Payment Option......................... 8

ARTICLE 4 - RIGHT TO BANK CONTRIBUTIONS..............................10

    4.1   Vesting in Bank Contributions..............................10

ARTICLE 5 - AMENDMENT AND TERMINATION................................11

    5.1   Amendment..................................................11
    5.2   Termination................................................11

ARTICLE 6 - ADMINISTRATION...........................................12

ARTICLE 7 - GENERAL PROVISIONS.......................................13

    7.1   No Funding Obligation......................................13
    7.2   Non-Alienation of Benefits.................................13
    7.3   Limitation of Rights.......................................13
    7.4   Applicable Laws............................................14
    7.5   Gender and Number..........................................14
</TABLE>





<PAGE>

Exhibit 10.18


                               QUAKER CITY BANK

                     RETIREMENT BENEFIT EQUALIZATION PLAN

                              ARTICLE 1 - PURPOSE


Effective January 1, 2000, Quaker City Bank  ("Bank") hereby adopts the Quaker
City Bank Retirement Benefit Equalization Plan ("Plan") to equalize the
retirement benefits payable to certain employees and former employees under the
Quaker City Bank Employees' Retirement Plan, the Quaker City Bank 401(k) Plan
and the Quaker City Bank ESOP.  The Plan is intended to be an unfunded plan
maintained by the Bank primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
for purposes of Title I of ERISA.
<PAGE>

                            ARTICLE 2 - DEFINITIONS
2.1  Bank
     ----

     "Bank" means Quaker City Bank

2.2  Board of Directors
     ------------------

     "Board of Directors" means the Board of Directors of the Bank.

2.3  Change-in-Control
     -----------------

     "Change-in-Control" shall mean with respect to the Bank or it's parent
     ("Company"), an event of a nature that; (i) would be required to be
     reported in response to Item 1 of the current report on Form 8-K, as in
     effect on the date hereof, pursuant to Sections 13 of 1 5(d) of the
     Securities Exchange Act of 1934 (the "Exchange Act"); or (ii) results in a
     Change in Control of the Bank or the Company within the meaning of the Home
     Owners' Loan Act of 1933 and 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 securities of the Bank or the Company representing 20% or more of the
     Bank's or the Company's outstanding securities except for any securities of
     the Bank or the Company purchased by any employee benefit plan of the Bank
     or (B) individuals who constitute the Board of the Company 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 Company's 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 of the assets of the Bank or the Company
     or similar transaction occurs in which the Bank or Company is not the
     resulting entity.

2.4  Code
     -----

     "Code" means the Internal Revenue Code of 1986, as amended from time to
     time.

2.5  Compensation
     ------------

"Compensation" of a Participant for any Plan Year shall mean his total salary
and wages, including bonuses, commissions, overtime payments, incentives and
other monetary remuneration, if any, which are paid to the Participant by the
Bank during the taxable year ending with or within the Plan Year and which are
reported as wages on the Participant's Form W-2 and including amounts not
includable in gross income by reason of Code Section 125 (cafeteria plans),
402(e)(3) (401(k) plans), 402(h) or 403(b).  Compensation shall include elective
deferrals under non-qualified plans maintained by the Bank regardless of whether
such deferrals are included in gross income.  Elective deferrals to non-
qualified plans will be included as Compensation for the Plan Year of deferral.
<PAGE>

Compensation shall exclude reimbursements or other expense allowances, fringe
benefits (cash and noncash), moving expenses, deferred compensation not
specifically included in the preceding paragraph, any compensation paid or
payable by reason of services performed after the date an employee ceased to be
a Participant, distributions of non-qualified plan benefits and welfare benefits
(including severance pay).

For purposes of Section 3.2(a)(1), Compensation shall include elective deferrals
under non-qualified plans maintained by the Bank. Elective deferrals to non-
qualified plans will be included as Compensation for the Plan Year of deferral.

2.6   Compensation Committee
      ----------------------

      "Compensation Committee" or "Committee" means the committee designated or
      appointed by the Board of Directors of the Bank to administer the Plan.

2.7   Disability
      ----------

      "Disability" has the same meaning as under the Quaker City Bank Retirement
      Plan.

2.8   Effective Date
      ---------------

      "Effective Date" means January 1, 2000.

2.9   ERISA
      -----

      "ERISA" means the Employee Retirement Income Security Act of 1974, as
      amended from time to time.

2.10  Participant
      ------------

      "Participant" refers to an employee of the Bank who (a) is a member of a
      select group of management or highly compensated employees (within the
      meaning of Section 201(2) of ERISA) and (b) has been approved by the
      Compensation Committee to participate in this Plan. The Compensation
      Committee shall notify employees of their inclusion in this Plan. The Plan
      Administrator shall maintain a list of Participants, which may be amended
      from time to time. An eligible employee shall become a Participant on the
      first day of the month on or after becoming eligible and selected to
      participate in the Plan.

2.11  Plan
      -----

      "Plan" means the Quaker City Bank Retirement Benefit Equalization Plan, as
      set forth herein and as amended from time to time.

2.12  Plan Administrator
      ------------------

      "Plan Administrator" means the Compensation Committee.

2.13  Plan Year
      ---------

      "Plan Year" means the calendar year.

2.14  Quaker ESOP
      -----------
<PAGE>

      "Quaker ESOP" means the Quaker City Bank Employee Stock Ownership Plan.

2.15  Quaker 401(k) Plan
      ------------------

      "Quaker 401(k) Plan" means the Quaker City Bank 401(k) Plan.

2.16  Quaker SERP
      -----------

      "Quaker SERP" means the Quaker City Bank Supplemental Executive Retirement
      Plan.

2.17  Retirement Plan
      ---------------

      "Retirement Plan" means Quaker City Bank Employees' Retirement Plan.

2.18  Spouse
      ------

      "Spouse" means the person to whom the Participant is married on his
      distribution date or on his date of death, if earlier.

2.19  Valuation Date.
      ---------------

      "Valuation Date" shall mean the last of each calendar quarter which is
      also a business day, as of which the fair market value of Participants'
      account shall be determined.

2.20  Year of Service
      ---------------

      "Year of Service" for vesting purposes to determine a Participant's right
      to benefits under this Plan shall be determined and credited in the same
      manner as under the Retirement Plan.
<PAGE>

                        ARTICLE 3 - BANK CONTRIBUTIONS


3.1  Bank Matching Contributions
     ---------------------------

     For each Plan Year, the Bank shall make a contribution on behalf of each
     Participant equal to (a) minus (b) where:

     (a)  equals the product of (1) and (2) where

          (1)  equals the Plan Participant's Compensation for the Plan Year not
               limited by Code Section 401(a)(17), and

          (2)  equals the rate (expressed as a percentage of Compensation) at
               which the Bank matching contributions would be made on the
               Participant's behalf for the Plan Year under the Quaker 401(k)
               Plan, except for the limits imposed on the Quaker 401(k) Plan
               under Code Sections 401(a)(17), 401(k), 401(m), 402(g) and 415;
               and

     (b)  equals the Bank matching contribution actually made to the Quaker
          401(k) Plan on behalf of the Participant for the Plan Year.

3.2  Bank ESOP Contribution
     ----------------------

     The Bank shall make a contribution on behalf of each Participant equal to
     (a) minus (b) where:

     (a)  equals the product of (1) and (2) where

          (1)  equals the Plan Participant's Compensation, not limited by Code
               Section 401(a)(17), and

          (2)  equals the fair market value of allocations, pursuant to Sections
               4.1 and 4.2 of the Quaker ESOP, on behalf of any Quaker ESOP
               participant affected neither by the limitations of Code Section
               401(a)(17) nor by the limitations of Code Section 415, divided by
               the Participant's cash compensation (as defined in the Quaker
               ESOP); and

     (b)  equals the fair market value of Bank contributions actually made on
          behalf of the Plan Participant pursuant to Sections 4.1 and 4.2 of the
          Quaker ESOP.

3.3  Bank Retirement Plan Contributions
     ----------------------------------

     The Bank shall make a contribution on behalf of each Participant equal to
     the applicable value of the contribution credits not made under the
     Retirement Plan due to limitations imposed on the Retirement Plan pursuant
     to Code Sections 415 and 401(a)(17).

3.4  Special Contribution Credit
     ---------------------------

     Effective as of January 1, 2000, in lieu of receiving any benefit under the
     Quaker SERP, former Quaker SERP Participants may sign a written agreement
     with the Bank to receive a Special Contribution Credit to this Plan. Such
     Special Contribution Credit will be approved by the Compensation Committee
     and listed in Appendix A of the Plan. In order to
<PAGE>

     receive this Special Contribution Credit, a Participant must sign a written
     agreement waiving any right to a benefit under the former Quaker SERP.

3.5  Earnings on Plan Benefits
     -------------------------

     (a)  Each Participant's account shall be adjusted as of each Valuation
          Date. The adjustments made shall be those adjustments reflecting
          income, gains and losses that would have been made to the
          Participant's account had the dollar value of the account been
          invested in the investments selected by the Participant pursuant to
          the provisions of Section 3.5(b).

     (b)  For purposes of determining the adjustments for investment experience
          set forth in Section 3.5(a) above, the dollar value of each
          Participant's account shall be deemed to be invested in accordance
          with the Participant's investment designation in one or more
          investments established by the Committee pursuant to rules established
          by the Committee. The Committee may, at its discretion, establish
          alternative investments or eliminate any previously established
          investments at any time and from time to time. In accordance with
          rules established by the Committee, each Participant may elect the
          investments in which his or her account is deemed invested.

     (c)  In the event that the Committee elects not to permit deemed investment
          elections pursuant to section 3.5(b), a Participant's benefits under
          this Plan shall be credited with interest at a rate equal to the
          interest crediting rate under Section 4.4 of the Retirement Plan or
          such other rate as selected by the Compensation Committee.

3.6  Valuation of Accounts
     ---------------------

     A Participant's account under the Plan shall be valued by the Committee as
     of each Valuation Date. A Participant's account shall be calculated by
     starting with the balance of the account as of the prior Valuation Date
     (assuming a $0 balance for the initial Valuation Date) and by (a) adding to
     the Participant's account those amounts of Bank contributions, if any,
     credited to the account of such Participant since the last Valuation date,
     (b) making the adjustments to such Participant's account set forth in
     Section 3.5(a) above since the last Valuation Date, and (c) subtracting the
     aggregate amount of distributions or withdrawals made since the last
     Valuation Date to or with respect to such Participant.  Notwithstanding the
     foregoing, Bank contributions made pursuant to Sections 3.1, 3.2 and 3.3,
     shall be credited to a Participant's account as of each December 31.

3.7  Rules Regarding Reductions
     --------------------------

     For purposes of calculating the amounts under this Article, the following
     rules shall apply:

     (a)  Any portion of the Participant's benefits under the Retirement Plan,
          Quaker 401(k) Plan and/or the Quaker ESOP which is payable (or has
          been paid) to another person pursuant to a court order shall be
          treated as payable to the Participant.

     (b)  The Participant's benefit under this Plan shall be determined without
          regard to whether or not benefits under the Retirement Plan, Quaker
          401(k) Plan or Quaker ESOP (collectively the "Bank's Other Plans")
          have commenced, whether or not
<PAGE>

          such benefits under the Bank's Other Plan's have been paid in full and
          without regard to the actual form of payment elected by the
          Participant under the Bank's Other Plans.

3.8  Forms of Payment Options
     ------------------------

     A Participant may elect to receive payment of his benefit under this Plan
     as

     (a)  a single lump sum payment; or

     (b)  installment payments no more frequently than monthly over a period of
          from 1 to 10 years.

Benefits distributed pursuant to (a) or (b) above shall either be paid or
commence to be paid as soon as administratively practicable following a
Participant's termination from service or as soon as administratively
practicable in the next calendar year following a Participant's termination from
service.

3.9  Election of Form of Payment Option
     ----------------------------------

     A Participant may elect the form of payment as described in Section 3.8 by
     executing a valid payment election form.  A Participant may change his
     election at any time, but such a change in election must be made at least
     12 months prior to termination of employment to constitute a valid
     election. A Participant's election shall be valid even if not made at least
     12 months prior to termination of employment if it is made within 30 days
     of first entering the Plan.

     In the event that a Participant's election or change of election is not
     valid, the next preceding valid election form (made at least 12 months
     prior to termination of employment or within 30 days of first entering the
     Plan) shall determine the Participant's payment form.

     In the event a Participant does not have a valid election form or if no
     election has been made, then payment of a Participant's benefits under this
     Plan shall be made in the form of a single lump sum payment as soon as
     administratively practicable following the Participant's termination from
     service.
<PAGE>

                    ARTICLE 4 - RIGHT TO BANK CONTRIBUTIONS


4.1  Vesting in Bank Contributions
     -----------------------------

     A Participant shall have a nonforfeitable right to all Bank Contributions
     made to his or her account under this Plan upon being credited with five
     Years of Service.

     Additionally, upon a Change-in-Control as defined in Section 2.3, a
     Participant shall be fully vested regardless of the number of Years of
     Service credited.
<PAGE>

                     ARTICLE 5 - AMENDMENT AND TERMINATION


5.1  Amendment
     ---------

     The Bank reserves the right in its discretion to amend this Plan at any
     time in whole or in part, by a formally approved resolution at a regularly
     scheduled meeting provided, however, that no amendment shall result in the
     forfeiture of any Participant's benefits accrued (vested or not vested)
     prior to the date the Bank adopts the amendment. In the alternative, the
     Bank may, by a formally approved resolution, delegate to one or more
     officers of the Bank the authority to amend the Plan, in which case the
     signature of the authorized officer(s) on the Plan amendment shall be
     sufficient to effectuate the amendment. The Bank or its designee shall
     notify Participants of any amendments which affect the amount or timing of
     benefits within 90 days of the effective date of such amendments.

5.2  Termination
     -----------

     The Bank may terminate this Plan at any time by a formally approved
     resolution at a regularly scheduled meeting. In the alternative, the Bank
     may, by a formally approved resolution, delegate to one or more officers of
     the Bank the authority to terminate the Plan in which the signature of the
     authorized officer(s) on the document terminating the Plan shall be
     sufficient to effectuate the termination. Termination shall not result in
     the forfeiture of any Participant's benefits earned prior to the date the
     Bank adopts a resolution terminating the Plan. The Bank or its designee
     shall notify Participants of the termination of the Plan within 90 days of
     the effective date of such termination. In the event that this Plan is
     terminated, each Participant shall become fully vested in his benefit.

5.3  Amendment of Plan Following a Change in Control.

     Notwithstanding the provisions of Section 5.1 of the Plan for a period of
     60 months following the date of a Change of Control, no amendment to the
     Plan shall be effective unless such amendment is consented to in writing by
     a majority of Plan Participants.
<PAGE>

                          ARTICLE 6 - ADMINISTRATION


6.1  This Plan shall be adopted by the Board of Directors of the Bank and shall
     be administered by the Compensation Committee.

6.2  The Compensation Committee shall have the sole authority, in its
     discretion, to adopt, amend and rescind such rules and regulations as it
     deems advisable in the administration of the Plan, to construe and
     interpret the Plan, and the rules and regulations, and to make all other
     determinations and interpretations of the Plan. All decisions,
     determinations, and interpretations of the Compensation Committee shall be
     final and binding on all persons, except as otherwise provided by law.
     Compensation Committee members who are Participants shall abstain from
     voting on any Plan matters that would cause them to be in constructive
     receipt of benefits under the Plan. The Compensation Committee may delegate
     its responsibilities as it deems necessary.

6.3  If a Participant believes benefits have been incorrectly calculated or
     denied, such person may file a claim with the Compensation Committee.  The
     Compensation Committee shall follow the claims procedures set forth in the
     Retirement Plan.

6.4  All Plan administrative expenses shall be paid by the Bank.

6.5  The Bank shall indemnify the Compensation Committee and each Compensation
     Committee member against any and all claims, losses, damages, expenses
     (including reasonable counsel fees), and liability arising from any action,
     failure to act, or other conduct in the member's official capacity, except
     when due to the individual's own gross negligence or willful misconduct.

6.6  In the event that the Committee determines that a Participant's employment
     performance is no longer at a level which merits continued active
     participation in the Plan, the Committee may terminate such Participant's
     active participation in the Plan (without necessarily terminating such
     Participant's employment) as of the date specified by the Committee. After
     the effective date of a Participant's termination of active participation
     in the Plan, such Participant shall not accrue any additional benefits
     under Sections 3.1, 3.2, 3.3 or 3.4 hereof; nevertheless, such a
     Participant shall be entitled to interest on plan benefits as provided in
     Section 3.5 hereof.
<PAGE>

                        ARTICLE 7 - GENERAL PROVISIONS


7.1  No Funding Obligation
     ---------------------

     The amounts accrued by a Participant hereunder are not held in a trust or
     escrow account and are not secured by any specific assets of the Bank or in
     which the Bank has an interest. This Plan shall not be construed to require
     the Bank to fund any of the benefits provided hereunder nor to establish a
     trust for such purpose. The Bank may make such arrangements as it desires
     to provide for the payment of benefits including the use of a trust meeting
     the requirements of IRS Revenue Procedure 92-64. Neither the Participant,
     the Spouse nor any other person shall have any rights against the Bank with
     respect to any portion of the Participant's benefits except as a general
     unsecured creditor of the Bank. No Participant has an interest in his
     benefits until the Participant actually receives payment.

     Upon a Change-in-Control, as defined in Section 2.3, all Participants shall
     immediately become 100% vested as provided in Section 4.1. Notwithstanding
     anything to the contrary in this Section 7.1, within 30 days following a
     Change-in-Control as defined in Section 2.3, the Bank will be required to
     contribute an amount equal to the total vested account balances of all
     Participants as of the date of the Change in Control to an independent
     trustee pursuant to the terms of an irrevocable rabbi trust which the Bank
     shall establish for the benefit of such Participants. Such rabbi trust
     shall be in substantially the same form as that attached hereto as Exhibit
     "A".


7.2  Non-Alienation of Benefits
     --------------------------

     No benefit under this Plan may be sold, assigned, transferred, conveyed,
     hypothecated, encumbered, anticipated, or otherwise disposed of, and any
     attempt to do so shall be void. No such benefit shall, prior to receipt
     thereof by a Participant or Spouse, be in any manner subject to the debts,
     contracts, liabilities, engagements, or torts of such Participant.

7.3  Limitation of Rights
     --------------------

     Nothing in this Plan shall be construed to limit in any way the right of
     the Bank to terminate a Participant's employment at any time, for any
     reason whatsoever, with or without cause; nor shall be evidence of any
     agreement or understanding, express or implied, that the Bank (a) will
     employ a Participant in any particular position, (b) will ensure
     participation in any incentive programs, or (c) will grant any awards from
     such programs.

7.4  Applicable Laws
     ---------------

     This Plan shall be construed and its provisions enforced and administered
     in accordance with the laws of the State of California except as otherwise
     provided in ERISA.

7.5  Gender and Number
     -----------------
<PAGE>

     Except when otherwise indicated by the context, any masculine terminology
     shall also include the feminine and the definition of any term in the
     singular shall also include the plural.

7.6  Assumption of Plan.  The Bank expressly agrees that it shall not merge or
     ------------------
     consolidate into or with another corporation, or sell substantially all of
     its assets to another corporation, firm or person until such corporation,
     firm or person expressly agrees in writing to assume and discharge the
     duties and obligations of the Bank under this Plan. The powers, duties,
     rights and obligations of the Bank under this Plan may be assigned (i) to
     any company into which the Bank may be merged, or with which it may be
     consolidated, or (ii) to any company resulting from any merger,
     reorganization or consolidation to which the Bank is a party, or (iii) to
     any company to which the business of the Bank may be transferred, to the
     extent affected Participants transfer their employment to such Bank. If
     such an assignment occurs, the successor-in-interest to the Bank shall
     assume the powers, duties, rights and obligations of the Bank in writing.

7.7  Binding Effect.  The provisions of this Plan shall be binding upon the
     --------------
     Bank, the Participants, all affiliated companies employing any
     Participants, and any successor-in-interest, beneficiary, heir or personal
     representative to the Bank, any Participant or any affiliated bank
     ("Affiliated Bank").

7.8  Notices.  All notices, requests, or other communications (hereinafter
     -------
     collectively referred to as "Notices") required or permitted to be given
     hereunder or which are given with respect to this Plan shall be in writing
     and may be personally delivered, or may be sent by United States registered
     mail, postage prepaid, return receipt requested and addressed as follows:

     To the Bank,
     and any Affiliated Bank
     or the Committee at:              Quaker City Bank
                                       7021 Greenleaf Avenue
                                       Whittier, CA 90602-1300


     To Participant at:                The Participant's residential
                                       mailing address as reflected
                                       in the Bank's or Affiliated
                                       Bank's employment
                                       records

     A Notice which is delivered personally shall be deemed given as of the date
     of personal delivery, and a Notice mailed as provided herein shall be
     deemed given on the date received. Any Participant may change his or her
     address for purposes of Notices hereunder pursuant to a Notice to the
     Committee, given as provided herein, advising the Committee of such change.
     The Bank, any Affiliated Bank and/or the Committee may at any time change
     its address for purposes of Notices hereunder pursuant to a Notice to all
     affected Participants, given as provided herein, advising such Participants
     of such change.
<PAGE>

7.9   Severability.  In the event that any provision of this Plan is found to be
      ------------
      invalid or otherwise unenforceable by a court or other tribunal of
      competent jurisdiction, such invalidity or unenforcability shall not be
      construed as rendering any other provision contained herein invalid or
      unenforceable, and all such other provisions shall be given full force and
      effect to the same extent as though the invalid and unenforceable
      provision was not contained herein.

7.10  Tax Effect of Plan.  Neither the Bank nor any Affiliated Bank warrants any
      ------------------
      tax benefit or any financial benefit under this Plan. Without limiting the
      foregoing, the Bank and each Affiliated Bank and their directors,
      officers, employees and agents shall be held harmless by the Participant
      from, and shall not be subject to any liability on account of, any Federal
      or State tax consequences or any consequences under ERISA of any
      determination as to the amount of plan benefits to be paid, the method by
      which plan benefits are paid, the persons to whom plan benefits are paid,
      or the commencement or termination of the payment of plan benefits.



This Plan is hereby adopted by the Bank on this 21st day of September, 2000.


          QUAKER CITY BANK


     By   /s/ Frederic R. McGill
         ------------------------------

     Its      President
         ------------------------------