Exhibit 10.4  Amendment to Cerritos Valley Bank Deferred Compensation Agreement
for James N. Koury



                                      AMENDMENT

     The Cerritos Valley Bank Deferred Compensation Agreement dated December 24,
1993, between Cerritos Valley Bank (the Company) and James N. Koury (the
Executive) is hereby amended as follows:

ARTICLE 4
LIFETIME BENEFITS

4.4 EARLY RETIREMENT BENEFIT

     If the Executive terminates employment prior to the normal retirement age
for reasons other than death or disability, the Company may pay an early
Retirement Benefit prior to the normal retirement date equal to the deferral
account balance.  This early payment is at the sole and absolute discretion of
the Board of Directors.

4.5 PAYMENT OF BENEFIT

     The Company shall pay the benefit to the Executive in 120 equal monthly
installments commencing on the first day of the month following the date set by
the Board of Directors above.  The Company shall continue to credit interest on
the remaining account balance using an interest rate based on the Wall Street
Journal prime rate plus 2% which shall be fixed on the date of set by the Board
of Directors hereof.

ARTICLE 5
DEATH BENEFITS

5.1 DEATH PRIOR TO THE DISTRIBUTION DATE

     If the Executive dies prior the Distribution Date, the Company shall pay to
the Executive's beneficiary the benefit equal to $277,524 per year for a period
of ten years in lieu of the benefit equal to the Deferral Account balance at the
date of the Executive's death.  The Company shall pay the benefit to the
beneficiary in 120 nearly equal monthly installments commencing on the first day
of the month following the Executive's death.

     This Amendment is agreed to by the Company and the Executive.

Executive                               Cerritos Valley Bank


 /s/ James N. Koury                     /s/ Ellen Toma
- ---------------------------             -------------------------------
James N. Koury                          Ellen Toma, Secretary

                                         /s/ Roy Trachsel
                                        -------------------------------
                                        Roy Trachsel, Controller

Adopted by the Company
Board on February 18, 1997