EXHIBIT A

              AMENDMENT TO EMPLOYMENT CONTINUATION 
                    AND SETTLEMENT AGREEMENT

    This Amendment to Employment Continuation and Settlement
Agreement ("Amendment") is dated as of March 31, 1995 and made and
entered by and among Paul E. Schedler (hereinafter "Schedler"), on
the one hand, and SDN Bancorp (hereinafter "Bancorp"), a California
corporation, and San Dieguito National Bank (hereinafter "Bank"),
a national banking association, on the other.

RECITALS

    WHEREAS, Schedler, Bancorp and Bank have entered into an
Employment Continuation and Settlement Agreement, dated September
2, 1993 (the "Agreement").

    WHEREAS,  the parties desire to amend the Agreement as provided
below in this Amendment;

    NOW, THEREFORE, on the basis of the foregoing recitals and
other good and valid consideration, the receipt and adequacy of
which is hereby acknowledged, Schedler, Bank and Bancorp hereby
agree as follows:

    1.    Capitalized terms used herein and not otherwise defined
shall have the same meaning as set forth in the Agreement.

    2.    Bank and Bancorp reconfirm the acknowledgement contained
in paragraph V of the Agreement.

    3.    The agreement is amended by deleting the date "March 31,
1995" wherever it shall appear, and inserting in its place the date
"March 31, 1996."

    4.    Subparagraph A of paragraph VII of the Agreement is
hereby deleted in its entirety, and replaced by the following:

          "A.  In the event Schedler's employment is terminated   
           pursuant to or for the reasons specified in Paragraph  
           F.1(f) or F.5 of the Employment Agreement on or prior to 
           March 31, 1996, the Parties agree that Schedler shall be 
           considered to be fully vested and shall be entitled to 
           the sum of one hundred fourteen thousand four hundred  
           fifty-one dollars and no cents ($114,451.00), such sum 
           to be increased on the first day of each succeeding    
           month commencing with April 1, 1995 in an amount equal 
           to the additional accrual to be taken by the Bank as of 
           each such date in accordance with past practice and    
           consistent with Schedule A to the Executive Salary     
           Continuation Agreement (the "Accrued Benefit");        
           provided, however, that the Accrued Benefit shall in no 
           event exceed the sum of one hundred forty-three
           thousand eight hundred forty-five dollars and no cents 
           ($143,845.00); and the provided further, nothing       
           contained herein shall be deemed to alter the provisions 
           of the Paragraph F.4 of the Employment Agreement, as   
           amended by this paragraph VII and its subparagraphs,   
           or Articles 4 and 5 of the Executive Salary Continuation 
           Agreement, as amended by this paragraph VII and its    
           subparagraphs.  Further, except as otherwise provided  
           herein, and notwithstanding the foregoing, any increase 
           in the benefits provided by Paragraph 5.1 of the       
           Executive Salary Continuation Agreement shall be       
           suspended from the date of this Amendment through      
           March 31, 1996.  At the end of said period of          
           suspension, Schedler's rights pursuant to Paragraph 5.1 
           will be reinstated in full as if no period of suspension 
           had existed.  The vested rights set forth in this
           paragraph shall be in addition to any other rights or  
           benefits set forth herein, in the Employment Agreement, 
           in the Executive Salary Continuation Agreement, or     
           elsewhere."


                              Paul E. Schedler              /s/   
                              ---------------------------------   
                              PAUL E. SCHEDLER
                                                                 

                              SDN BANCORP

                                             
                              By:  J. Peter Fitzpatrick, D.D.S. /s/ 
                                  -------------------------------- 
                                   J. PETER FITZPATRICK, D.D.S.   
                                   Chairman


                              SAN DIEGUITO NATIONAL BANK

                                             
                              By:  J. Peter Fitzpatrick, D.D.S. /s/ 
                                   -------------------------------- 
                                   J. PETER FITZPATRICK, D.D.S.   
                                   Chairman
CONSENT AND AGREED TO:


Donna L. Schedler            /s/
- --------------------------------
Spouse