BANK PLUS CORP, DEF 14A, 1999-04-06

BANK PLUS CORP
DEF 14A, 1999-04-06
SAVINGS INSTITUTION, FEDERALLY CHARTERED

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[ ] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14a-6(e)(2))

[X] Definitive Proxy Statement

[_] Definitive Additional Materials

[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

BANK PLUS CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] Fee paid previously with preliminary materials.

[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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Notes:
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Bank Plus Corporation

4565 Colorado Boulevard
Los Angeles, California 90039

April 6, 1999

Dear Stockholder:

You are cordially invited to attend the 1999 Annual Meeting of Stockholders
(the "Annual Meeting") of Bank Plus Corporation (the "Company"). The Annual
Meeting will be held on Wednesday, April 28, 1999, at 11:00 a.m. at the
corporate headquarters of the Company at 4565 Colorado Boulevard, Los Angeles,
California 90039. At the Annual Meeting, you will be asked to (i) elect two
persons to the Board of Directors of the Company; and (ii) transact such other
business as may properly come before the Annual Meeting. Following the meeting,
management will be pleased to answer your questions about the Company.

Your Board of Directors has approved the nominees for election as set forth
in the accompanying Proxy Statement as being in the best interests of the
Company and recommends that you vote FOR the persons it has nominated for
election to the Board of Directors.

I hope you will be able to attend this meeting in person. Whether or not
you expect to attend, I urge you to sign, date and return the enclosed proxy
card so that your shares will be represented.

Enclosed herewith is a copy of the Company's Annual Report on Form 10-K,
including financial statements for the year ended December 31, 1998, as filed
with the Securities and Exchange Commission.

If you have any questions, please call Neil L. Osborne, the Company's
Investor Relations Officer, at (818) 549-3116. I look forward to seeing you on
Wednesday, April 28, 1999.

Sincerely,

/s/ Gordon V. Smith

Gordon V. Smith
Chairman of the Board
<PAGE>

Bank Plus Corporation

4565 Colorado Boulevard
Los Angeles, California 90039

NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS

The 1999 Annual Meeting of Stockholders (the "Annual Meeting") of Bank Plus
Corporation (the "Company") will be held at the corporate headquarters of the
Company at 4565 Colorado Boulevard, Los Angeles, California 90039 on Wednesday,
April 28, 1999, at 11:00 a.m. local time for the following reasons:

1. To elect two persons to the Board of Directors of the Company; and

2. To transact such other business as may properly come before the
Annual Meeting or any or all adjournments or postponements thereof.

Only holders of record of shares of Common Stock, $0.01 par value, at the
close of business on March 12, 1999 will be entitled to notice of and to vote at
the Annual Meeting. A list of such stockholders will be open for examination by
any stockholder at the meeting and for a period of ten days prior to the date of
the meeting during ordinary business hours at the corporate headquarters of the
Company.

Each stockholder, even though he or she may now plan to attend the Annual
Meeting, is requested to sign and date the enclosed proxy card and to return it
without delay in the enclosed postage-paid envelope.

By Order of the Board of Directors,

/s/ Peter W. Sheil

Peter W. Sheil
Corporate Secretary

April 6, 1999
<PAGE>

Bank Plus Corporation

4565 Colorado Boulevard
Los Angeles, California 90039

PROXY STATEMENT
For
Annual Meeting of Stockholders
To Be Held on April 28, 1999

SOLICITATION AND REVOCABILITY OF PROXIES

This Proxy Statement (the "Proxy Statement") is furnished in connection
with the solicitation of proxies by the Board of Directors of Bank Plus
Corporation ("Bank Plus" or the "Company") for use at the 1999 annual meeting of
stockholders of Bank Plus (the "Annual Meeting") to be held at the time and
place, and for the purposes, set forth in the accompanying Notice of 1999 Annual
Meeting of Stockholders. It is anticipated that the Proxy Statement will first
be mailed to the holders of the Company's common stock, $0.01 par value (the
"Common Stock"), on or about April 6, 1999.

A person giving the enclosed proxy has the power to revoke it at any time
before it is exercised by (1) attending the Annual Meeting and voting in person,
(2) executing and delivering a proxy for the Annual Meeting bearing a later date
or (3) delivering written notice of revocation to the Secretary of the Company
prior to the Annual Meeting.

The expense of preparing, assembling, printing and mailing the Notice of
1999 Annual Meeting of Stockholders, this Proxy Statement and the materials used
in the solicitation of proxies for the Annual Meeting will be borne by the
Company. Following the mailing of this Proxy Statement, solicitation of proxies
may be made by mail, or by personal calls upon, or telephonic or electronic
communications with, stockholders or their personal representatives by
directors, officers, financial advisors and employees of the Company, none of
whom will be specially compensated for such services. Although there is no
formal agreement to do so, the Company may reimburse banks, brokerage houses and
other custodians, nominees and fiduciaries for their reasonable expenses in
forwarding the Proxy Statement to stockholders whose Common Stock is entitled to
be voted at the Annual Meeting and is held of record by these entities. In
addition, the Company has retained D.F. King & Co., Inc. ("D.F. King") to assist
in the solicitation of proxies. D.F. King may solicit proxies by mail,
telephone, telegraph and personal solicitation, and will request brokerage
houses and other nominees, fiduciaries and custodians nominally holding shares
of Common Stock of record to forward proxy soliciting material to the beneficial
owners of such shares. For these services, the Company will pay D.F. King a fee
estimated not to exceed $4,000, plus reimbursement for reasonable out-of-pocket
expenses.

VOTING SECURITIES

The Board of Directors has fixed the close of business on March 12, 1999,
as the record date for the determination of stockholders entitled to receive
notice of, and vote at, the Annual Meeting (the "Record Date"). The Company is
authorized to issue 78,500,000 shares of Common Stock, which is the only class
of the Company's capital stock entitled to vote at the Annual Meeting. On the
Record Date, 19,408,449 shares of Common Stock were outstanding and entitled to
vote.

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Each share of Common Stock entitles the record holder on the Record Date to
one vote on each proposal to be voted on at the Annual Meeting. A majority of
the outstanding shares of Common Stock entitled to vote shall constitute a
quorum. Abstentions, including those stockholders who attend the Annual Meeting
but abstain from voting, and those stockholders who return their proxy cards to
the Company indicating abstention from voting, will be treated as shares present
and entitled to vote for purposes of determining the presence of a quorum. If a
broker indicates on the proxy that it does not have discretionary authority as
to certain shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that matter.
Directors will be elected by a plurality of the votes of the shares of Common
Stock present in person or represented by proxy and entitled to vote on the
election of directors. Any stockholder proposals that properly come before the
Annual Meeting will require the affirmative vote of a majority of the shares of
Common Stock present, in person or represented by proxy, at the Annual Meeting.

PROPOSAL NUMBER 1:

ELECTION OF DIRECTORS

At the Annual Meeting, stockholders of Bank Plus will be asked to vote on
the election of two directors. The two nominees receiving the highest number of
votes at the Annual Meeting will be elected directors of the Company. To fill
these two board positions, the enclosed proxy, unless indicated to the contrary,
will be voted FOR the nominees listed below and on the enclosed proxy card.

Set forth below are the names of the persons nominated by the Board of
Directors for election as directors at the Annual Meeting. Your proxy, unless
otherwise indicated, will be voted FOR the election of Messrs. Victor H. Indiek
and Robert W. Medearis to serve for terms of three years. For a description of
each nominee's principal occupation and business experience during the last five
years and present directorships, please see the following section entitled
"Directors and Executive Officers--Nominees for Director."

Bank Plus has been advised by each nominee named in this Proxy Statement
that he is willing to be named as such herein and is willing to serve as a
director if elected. However, if any of the nominees should be unable to serve
as a director, the enclosed proxy will be voted in favor of the remainder of
those nominees not opposed by the stockholder on such proxy and may be voted for
a substitute nominee selected by the Board of Directors.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF MESSRS.
---
VICTOR H. INDIEK AND ROBERT W. MEDEARIS AS DIRECTORS OF BANK PLUS.

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DIRECTORS AND EXECUTIVE OFFICERS

Directors

The following table sets forth the names and certain information with
respect to the two persons nominated by the Board of Directors for election as
directors of Bank Plus at the Annual Meeting and each other director of Bank
Plus who will continue to serve as a director after the Annual Meeting. Bank
Plus became the holding company for Fidelity Federal Bank, A Federal Savings
Bank ("Fidelity" or the "Bank"), and Gateway Investment Services, Inc.
("Gateway") on May 16, 1996 (the "Reorganization").

For Term Director
Nominees for Director Age to Expire Since Positions Held with Bank Plus and Fidelity
- --------------------- --- --------- -------- ------------------------------------------
<S> <C> <C> <C> <C>
Victor H. Indiek 61 2002 --
Robert W. Medearis 67 2002 --

Continuing Directors
- --------------------
Norman Barker, Jr. 76 2001 1994(1) Director of Bank Plus
Waldo H. Burnside 70 2000 1994(1) Director of Bank Plus
Mark K. Mason 39 2001 1998 Vice Chairman, President, Chief Executive Officer and
Director of Bank Plus; Chairman, Chief Executive Officer
and Director of Fidelity
Lilly V. Lee 68 2000 1994(1) Director of Bank Plus and Fidelity
Gordon V. Smith 66 2001 1996(1) Chairman and Director of Bank Plus

Director Designee (2)
- ----------------------
Irving R. Beimler 52 2000 --
</TABLE>

- --------
(1) For periods prior to the Reorganization, the relevant director served
as a director of Fidelity.
(2) The Board has appointed Mr. Beimler as a director effective upon Office
of Thrift Supervision approval or non-objection.

Set forth below is certain information concerning the principal occupation
and business experience of each of the persons listed in the table above during
the past five years.

Nominees for Director

Mr. Indiek has had over 30 years experience in the financial services and
real estate industries. He is currently the President of Brennan Enterprises,
L.L.C., a real estate investment firm located in San Francisco, and has run his
own real estate marketing firm, Indiek Realty, in Newport Beach, California
since 1995. He served as Executive Vice President of Kennedy-Wilson
International from 1989 until 1995. Before then, Mr. Indiek had extensive
experience as an executive officer of several financial institutions, including
as Executive Vice President and Chief Financial Officer of FCA/American Savings
& Loan Association from 1983 until 1988. Mr. Indiek served as one of the
original executive officers of Federal Home Loan Mortgage Corporation (Freddie
Mac) from 1970 to 1977, and was its President and Chief Executive Officer from
1974 through 1977.

Mr. Medearis is the President, Chief Executive Officer and co-owner of
Chalice Investment, Inc., a company engaged in joint ventures and related
entrepreneurial and international management consulting activities in the former
Soviet Union, primarily the Republic of Georgia, since 1992. Since 1980, Mr.
Medearis has served as a director of eight companies, both private and public,
in the engineering, real estate and banking industries. He was a member of the
board of directors of Commerce Security Bank in Sacramento from 1991 through
1997 and was the founder of Silicon Valley Bank and served as its Chairman from
1983 until 1989. Mr. Medearis is currently a director of W&H Pacific, an
engineering firm headquartered in Bellevue, Washington, and is the Chairman of
Design Power, Inc., a Silicon Valley software company.

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Continuing Directors

Mr. Barker served as Chairman of the Board of Fidelity from August 1994
until May 1996, and as Chairman of the Board of Bank Plus from May 1996 until
July 1997. He was Chairman of the Board and Chief Executive Officer of First
Interstate Bank of California until his retirement in 1986. He served as
Chairman of the Board of Pacific American Income Shares, Inc., a bond fund, from
1974 until 1998. Mr. Barker also serves as a director of TCW Convertible
Securities, Inc. and ICN Pharmaceuticals, Inc.

Mr. Burnside served as President of Carter Hawley Hale Stores, Inc. until
his retirement in 1991. He was a director of both Bank of America, N.A. and
BankAmerica Corp. from 1992 until 1993. Mr. Burnside currently serves as a
director of the Automobile Club of Southern California and as a member of the
boards of a number of educational, charitable and municipal service
organizations.

Ms. Lee is the Chairman of the Board of Lilly International, Inc. and a
director of Bank Plus, Fidelity and Gateway. Ms. Lee has also served as Chairman
of the Board of the Thrift Depositor Protection--Regional Oversight Board and
was a member of the boards of directors of CalFed, Inc. and Trust Services of
America. She currently serves on the boards of a number of political,
educational, charitable and industry organizations.

Mr. Mason first joined Fidelity in 1994 as Executive Vice President and
Chief Financial Officer. He resigned those positions and was elected to the
Board of Directors of Fidelity in December 1995. From December 1995 until May
1998, Mr. Mason served as Executive Vice President and Chief Financial Officer
of First Alliance Corporation, a mortgage banking firm located in Irvine,
California. Mr. Mason rejoined Fidelity and Bank Plus in May 1998, when he was
named Executive Vice President and Chief Financial Officer. He was named interim
Chief Executive Officer on September 21, 1998 following Richard M. Greenwood's
resignation and, on October 28, 1998, Mr. Mason was named Vice Chairman,
President and Chief Executive Officer of Bank Plus and Chairman and Chief
Executive Officer of Fidelity, replacing Mr. Greenwood in those positions.

Mr. Smith joined the Fidelity Board in 1996 and was named Chairman of the
Board of Bank Plus in July 1997. He is chairman, founder and principal
stockholder of Miller & Smith, Inc., a diversified real estate investment and
construction company in the Washington, D.C. area. Mr. Smith also serves as a
director of Crown Northcorp, Inc., a real estate management company located in
Columbus, Ohio. From 1987 until 1993, he served as Chairman of the Board, Chief
Executive Officer and director of Providence Savings and Loan Association in
Virginia.

Director Designee

Mr. Beimler has served as Senior Vice President and Merchant Banking
Manager at Hovde Capital, Inc., an investment banking firm located in
Washington, D.C., since November 1997. From January 1996 through November 1997,
Mr. Beimler was a self-employed consultant in Washington, D.C., providing
litigation support, training course development and other consulting services
for private companies and public agencies, including the Federal Deposit
Insurance Corporation. From September 1994 through January 1996, Mr. Beimler
served as Executive Vice President and Chief Credit Officer of The Riggs
National Bank in Washington, D.C. From 1974 through 1994, Mr. Beimler was
employed by Fleet Bank and predecessor institutions, serving as Executive Vice
President and Chief Credit Officer of Fleet Bank of New York from 1990 through
1994. Mr. Beimler was elected to the Board on March 24, 1999, subject to the
approval or non-objection by the Office of Thrift Supervision. See "Other
Matters" below for a description of the circumstances surrounding Mr. Beimler's
election.

Committees of the Board of Directors

In 1998, Bank Plus had standing Executive, Audit and Compensation
Committees. The principal responsibilities of these committees and the number of
meetings of each held in 1998 appear below.

Executive Committee. Subject to the authority conferred on the Company's
other committees, the Executive Committee is empowered to exercise all authority
in lieu of the Board which may be exercised by a committee of the Board pursuant
to applicable law. In addition, the Executive Committee has assumed nominating
and board

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development functions. Any stockholder who wishes to recommend a prospective
nominee for the Board of Directors for the Executive Committee's consideration
may do so by giving the candidate's name and qualifications to the Secretary of
the Company, 4565 Colorado Boulevard, Los Angeles, California 90039. The
Executive Committee held one meeting in 1998. The members of the Executive
Committee are Mr. Smith, Chairman, and Messrs. Barker (non-voting emeritus
member), Burnside, Mason and George Gibbs, Jr., who is stepping down as a
director of Bank Plus, but who will continue as a director of Fidelity. Richard
M. Greenwood served as a member of the Executive Committee prior to his
resignation on September 21, 1998.

Audit Committee. The Audit Committee is a joint committee with Fidelity's
Audit Committee. Its responsibilities are generally to assist the Board and
Fidelity's Board in fulfilling their legal and fiduciary responsibilities
relating to accounting, audit and financial reporting policies and practices of
the Company and its subsidiaries. The Audit Committee also, among other things,
recommends to the Board the engagement of the Company's independent accountants;
monitors and reviews the quality and activities of the Company's internal audit
function and those of its independent accountants; and monitors the adequacy of
the Company's operating and internal controls as reported by management, the
independent accountants and internal auditors. In 1998, the Audit Committee held
six meetings. The Bank Plus members of the joint Audit Committee are Mr. Gibbs,
Chairman, and Mr. Burnside.

Compensation Committee. The Compensation Committee is a joint committee
with Fidelity's Compensation Committee. It is authorized to review salaries and
compensation, including non-cash benefits, of directors, officers and other
employees of the Company and its subsidiaries and to recommend to the Board
salaries, remuneration and other forms of additional compensation and benefits
as it deems necessary. The joint Compensation Committee held eight meetings in
1998. The Bank Plus members of the joint Compensation Committee are Mr. Smith,
Acting Chairman, and Ms. Lee. Mark Sullivan III served as Chairman of the
Compensation Committee prior to his resignation in October 1998.

Meetings of the Board of Directors

In 1998, there were 16 meetings of the Board of Directors of Bank Plus. All
directors attended at least 75% of the aggregate of meetings of the Board of
Directors and the committees of the Board on which they served, in each case,
after the election of such individual to the Board or such committee.

Executive Officers

Set forth below are the executive officers of the Company and the Bank
(other than Mr. Mason--see "Directors" above), together with the positions
currently held by those persons.

<TABLE>
Name Age Position Held With Bank Plus and Fidelity
- ---- --- -----------------------------------------
<S> <C> <C>
Godfrey B. Evans 45 Executive Vice President, Chief Administrative Officer and General Counsel
of Bank Plus and Fidelity
John M. Michel 39 Executive Vice President and Chief Financial Officer of Bank Plus and Fidelity
James E. Stutz 55 President, Chief Operating Officer and Director of Fidelity
Richard M. Villa 34 Senior Vice President, Director of Finance and Treasurer of Bank Plus and
Fidelity
</TABLE>

Mr. Evans joined Fidelity as Senior Vice President and Senior Corporate
Counsel in 1987 and has been General Counsel of Fidelity since 1989 and of Bank
Plus since its formation. He served as Corporate Secretary of Fidelity from 1990
until 1999 and of Bank Plus from its formation in 1996 until 1999. Mr. Evans
became an Executive Vice President of Fidelity in 1994. He was appointed Chief
Administrative Officer of Bank Plus and Fidelity in November 1998.

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Mr. Michel was appointed Executive Vice President and Chief Financial
Officer of Bank Plus Corporation and Fidelity Federal Bank in November 1998. He
has over 17 years of experience in accounting and finance, including serving as
Senior Vice President and Director of Planning at Fidelity from June 1998 to
November 1998 and from March 1995 to April 1996 and as Vice President Accounting
at the Akins Companies, a residential real estate development company, from 1989
until 1995. From April 1996 until June 1998, Mr. Michel served as Vice President
of Finance for First Alliance Corporation, a mortgage banking firm.

Mr. Stutz joined Fidelity in 1994 as Executive Vice President, Retail
Banking. Prior to joining Fidelity, Mr. Stutz served since 1985 as Executive
Vice President and Chief Operating Officer, Consumer Banking, of HomeFed Bank,
where he was responsible for a 215 branch network. Mr. Stutz was also Chairman,
President and Chief Executive Officer of Columbus Savings, a wholly owned
subsidiary of HomeFed Corporation, where he was responsible for the
consolidation of several savings institutions and the subsequent merger of the
company into HomeFed Bank. Mr. Stutz was named President of Fidelity in June
1996, its Chief Operating Officer in July 1997 and became a director of Fidelity
in October 1997.

Mr. Villa joined Fidelity in April 1996 as Vice President and Corporate
Planning Manager. Before joining Fidelity, Mr. Villa worked as an audit manager
in the internal audit department of Union Bank and, from 1993 until 1996, was
employed as a manager by the public accounting firm of Deloitte & Touche LLP.
Mr. Villa was named Senior Vice President and Controller of Bank Plus and
Fidelity in 1997. He was named Director of Finance and Treasurer of Bank Plus
and Fidelity in November 1998.

COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION

The report of the Compensation Committee (the "Committee") shall not be
deemed incorporated by reference by any general statement incorporating by
reference this Proxy Statement into any filing under the Securities Act of 1933,
as amended (the "Securities Act"), or under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), except to the extent that the Company
specifically incorporates this report by reference, and shall not otherwise be
deemed filed under such Acts or regulations thereunder.

Committee Composition

The Committee is composed of independent, non-employee members of the
Boards of Directors of Bank Plus and Fidelity and consists of Mr. Smith, Ms. Lee
and Mr. Ralph B. Perry III, a Director of Fidelity. It is advised by members of
management and outside experts in the field of compensation program design. The
Committee administers, reviews, and recommends for full Board approval each of
the elements of the executive compensation program of Bank Plus and the Bank.

Compensation Philosophy

It is the philosophy of the Committee, Bank Plus and the Bank to provide
executives with total compensation opportunities that are competitive with the
marketplace while emphasizing stock ownership over annual cash compensation. To
ensure competitiveness, the Committee reviews compensation levels of a peer
group of primarily California financial institutions within a defined range of
asset size, and considered as potential competitors for executive talent.

Compensation practices (i.e., program design) of this peer group and of a
broader national peer group of diversified financial services organizations,
including those that operate in the financial services, credit and insurance
lines of business, are also reviewed to assess compensation design "best
practices," namely programs that emphasize variable pay over fixed compensation
and encourage executive ownership to strengthen the alignment of executives and
Bank Plus stockholders.

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Annual Cash Compensation

Base Salary

Each year, the Committee reviews the salary levels of the executive
officers for external competitiveness, internal equity, and individual
contribution; however, salary increases are generally administered in 18 month
or longer cycles, excluding adjustments for promotions. Based on input from
management, the Committee develops its recommendations for executive salary
increases, if any, and presents them to the Board for approval.

At its April 29, 1998 meeting, the Board approved a 25% increase for Mr. W.
C. Taylor, former Executive Vice President of the Bank and former President of
Bank Plus Credit Services Corporation, in connection with his promotion to
President of Bank Plus Credit Services Corporation, resulting in a new base
salary of $236,000 effective as of June 1, 1998. Mr. Taylor's last salary
increase had been in June 1997. Mr. Taylor's employment with the Company
terminated as of November 30, 1998. At the same meeting, the Board approved an
8.1% increase for Mr. Stephen J. Austin, former Executive Vice President, Risk
Evaluation Group, in connection with his promotion to such position. Mr.
Austin's new base salary of $177,000 was effective as of June 1, 1998. Mr.
Austin's employment with the Company terminated as of March 31, 1999.

With the departure of Richard M. Greenwood in September 1998 and the
promotion of Mark K. Mason to Chief Executive Officer effective October 28,
1998, the Company initiated a significant management restructuring, reducing the
executive management team from seven to four individuals. Mr. Mason did not
receive a salary increase in connection with his promotion to the Company's
Chief Executive Officer. Mr. Evans received a 10.2% increase due to his
appointment as Chief Administrative Officer, which includes oversight of Human
Resources, Security and Corporate Insurance in addition to his prior
responsibilities for the Legal and Compliance functions. Mr. Evans' current
annual salary of $230,000 took effect as of November 23, 1998. At the same time,
Mr. Michel was promoted to Executive Vice President and Chief Financial Officer,
with a base salary increase of 23% to $185,000.

Taking into account the reduction in size of the management team and the
increases for promotions described above, the management restructuring yielded
an overall 50% reduction in executive management's base salaries. In addition,
contractual amendments resulted in an overall reduction in the Company's
potential liability of approximately $4.6 million with respect to change in
control and severance benefits payable to management.

Annual Incentive Plan

The 1998 annual incentive plan was approved by the Board in April 1998.
Target award levels were set at 60% of base salary for the chief executive
officer (the "CEO"), 50% of base salary for the President of the Bank and
executive vice presidents ("EVPs") and 30% of base salary for senior vice
presidents ("SVPs"), with a maximum award level of two times target for
commensurate performance.

The Compensation Committee established the corporate financial performance
measures based on the 1998 business plan, which was approved in January 1998.
The 1998 plan had three corporate performance measures for the President of the
Bank and EVPs: (1) return on equity (fully taxed at 42%), (2) pre-tax operating
income and (3) operating efficiency ratio. Each financial measure was equally
weighted at 33.3% of the target incentive. An additional 10% of target was based
on defined individual and/or group goals that directly related to core
operations or key initiatives, such as business unit revenue, expense
maintenance and other similar factors.

For SVPs, 40% of their target incentive award was based on pre-established
and defined objectives that either generated revenue or supported, enabled, or
protected revenue generation; another 40% was based on expense maintenance
goals; and the remaining 20% was based on management development goals.

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For all participants, a minimum performance threshold required the Company
to maintain its well-capitalized status at all times as a condition of any
incentive awards being paid. Losses incurred in the third quarter of 1998
resulted in the loss of the Bank's well-capitalized status. Accordingly, no
awards were payable under the 1998 annual incentive plan.

The Committee did recognize that certain executives, who had no part in the
design or execution of the failed portions of the business plan, performed at
superior levels in 1998. In addition, retaining high performers under the
current operating environment was seen as a key concern of management and the
Board. In recognition of these facts, the Committee approved special bonuses for
Mr. Stutz and Mr. Evans of $50,000 each and a $30,000 bonus for Mr. Michel (of
which $18,750 had been guaranteed when he joined the Company in June 1998). The
Committee also approved payment of Mr. Mason's guaranteed bonus of $134,808, in
accordance with the terms of his agreement with the Company at the time he was
named Chief Financial Officer in May 1998.

The 1999 annual incentive plan provides for target incentive award
opportunities of 50% for the President of the Bank and EVPs and 20% for SVPs.
There are three corporate performance goals: (1) the Bank's regulatory "CAMELS"
rating, (2) achieving well-capitalized status and (3) pre-tax income, with
levels of achievement tied to the 1999 business plan. Awards for the President
of the Bank and EVPs are weighted 75% on the corporate performance measures and
25% on defined individual and/or group goals that directly relate to core
operations or key initiatives and represent "stretch" performance; for SVPs, the
weightings are 50%/50%. The Committee also voted to continue to permit the
voluntary election of EVPs and the President of the Bank to receive all or a
portion of their earned awards in the form of restricted stock, based on an
exchange rate of $2.00 of restricted stock (based on the then current market
value) for each $1.00 of cash incentive payment foregone.

Stock Option Plan/Executive Ownership

In its continuing efforts to emphasize the stock component of the executive
compensation program for purposes of stockholder alignment and retention, and to
encourage executive ownership, the Committee reviewed competitive option grant
practices of the compensation peer group to determine appropriate option grant
recommendations for 1998.

Based on the competitive findings and the fact that executives had not
received option grants since December 1995, the Board approved option grants in
April 1998 as follows: 32,250 option shares each for Mr. Robert P. Condon,
former Executive Vice President of Fidelity and Chief Executive Officer of
Gateway, and Mr. Stutz, 25,000 option shares for Mr. Evans, 50,000 option shares
for Mr. Taylor and 100,000 option shares for Mr. Austin. The Board also approved
a grant of 100,000 options for Mr. Mason in May 1998 upon his hiring as Chief
Financial Officer.

Cancellation and Reissuance of Options

In conjunction with the Board's appointment of a new chief executive
officer and the subsequent management restructuring, the Committee evaluated the
effect of the reduction of the Company's stock price to a level significantly
below the exercise price of all outstanding options on the Company's ability to
motivate and retain its key employees. The Committee and management considered
various alternatives and, after much deliberation, determined to offer certain
officers and employees the opportunity to exchange their outstanding options for
new stock options with an exercise price equal to the then current market price
of the Company's stock (as of November 19, 1998).

8
<PAGE>

The new options vest on a percentage basis based on the market price of
Bank Plus Common Stock, per the following schedule:

Performance Vesting Criteria:
Per Share Market Value Vesting
- ---------------------------- -------
<S> <C>
$ 4.00 10%
$ 5.00 25%
$ 6.00 40%
$ 7.00 55%
$ 8.00 70%
$ 9.00 85%
$ 10.00 100%
</TABLE>

The per share market value must remain at the incremental price level for a
rolling period of 20 business days to achieve the relevant vesting percentage.
The options will become fully vested without regard to stock price in the event
of the earlier to occur of a change in control or the seventh anniversary of the
date of grant. In addition, the Committee approved an increase in the annual
individual maximum option grant from 100,000 to 750,000 shares.

Executives were able to participate in the cancellation and reissuance of
stock options on the condition that they also agreed to replace their current
severance/change in control agreements for new contracts that, among other
changes in the Company's favor, require termination by the Company of the
executives' employment in order to receive change in control benefits. All
executives, with the exception of Mr. Stutz, participated in this exchange.

In order to correct disparities that resulted from the restructuring of
executive management and to equalize the level of outstanding options for
comparable levels of executive management, and in recognition of their
individual performance during 1998 and their significant new responsibilities,
additional grants of options to purchase 81,200 and 250,000 shares were awarded
to Mr. Evans and Mr. Michel, respectively.

CEO Compensation

The Committee applies the same philosophy and methodology in determining
the compensation of the CEO as with all other executive officers.

Mr. Greenwood's employment with Bank Plus Corporation terminated as of
September 21, 1998. The terms of his severance arrangement are provided below
under "Employment Agreements; Severance and Change in Control Agreements;
Severance Arrangements." During the year, Mr. Greenwood did not receive a salary
increase or annual incentive award. He did, however, receive a stock option
grant of 57,500 shares in April, based on the Committee's review of competitive
data. Prior to the 1998 grant, Mr. Greenwood's most recent grant had been in
December 1995.

Appointment of Mr. Mason as CEO of Bank Plus Corporation

On October 28, 1998, Mr. Mason was appointed Chief Executive Officer of
Bank Plus Corporation. To appropriately motivate the CEO to achieve financial
results and improve stock performance, the Committee chose to grant to Mr. Mason
a substantial award of stock options, but did not recommend an increase to his
base salary beyond the amount that he had been receiving as Chief Financial
Officer.

The CEO's compensation program consists of a base salary of $300,000, with
eligibility for an annual bonus ranging from 75% to 150% of base salary. The
CEO's performance is measured on four corporate performance goals weighted as
indicated: (1) pre-tax income in conformance with the 1999 business plan, 50%,
(2) achieving well-capitalized status, 25%, (3) satisfactory Year 2000
compliance, 15%, and (4) development of a Community Development Act (CRA) plan
to achieve a satisfactory rating on the next regulatory examination, 10%. The
Committee also voted to continue to permit the voluntary election of the CEO to
receive all or a portion of his earned award in the form of restricted stock,
based on an exchange rate of $2.00 of restricted stock (based on the then
current market value) for each $1.00 of cash incentive payment foregone.

9
<PAGE>

In addition to the annual incentive plan, Mr. Mason received a grant of
options to purchase 452,000 shares, with a similar performance-vesting schedule
as other executive officers. Mr. Mason also participated in the stock option
exchange program.

Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code limits the deduction a publicly
held company is allowed for compensation paid to its highly compensated
executive officers. Generally, amounts in excess of $1,000,000 (other than
performance-based compensation) paid in any tax year to a covered executive
cannot be deducted. The Committee will continue to monitor the compensation
levels of the executive officers and determine the appropriate response to
Section 162(m), including considering ways to maximize the deductibility of
executive compensation while retaining the discretion the Committee deems
necessary to compensate executive officers in a manner commensurate with
performance and the competitive environment, when and if necessary.

The following members of the Compensation Committee have furnished the foregoing
report:

Gordon V. Smith, Acting Chair
Lilly V. Lee
Ralph B. Perry III (Member of the Board of Directors of Fidelity Federal Bank)

10
<PAGE>

PERFORMANCE GRAPH

The performance graph shall not be deemed incorporated by reference by any
general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act or under the Exchange Act except to the extent
that the Company specifically incorporates this information by reference, and
shall not otherwise be deemed filed under such Acts or regulations thereunder.

The graph below compares the cumulative total stockholder return on the
Company's (or its predecessor's) Common Stock from March 31, 1996 to December
31, 1998 with the cumulative total return on a S&P 500 index and the Wall Street
Journal Savings & Loan Index, in each case assuming the investment of $100 on
March 31, 1996 at the closing price on that date and reinvestment of dividends.
The measurement period with respect to which the comparisons are made
corresponds to the period during which the Company's (or its predecessor's)
Common Stock has been registered under Section 12 of the Exchange Act.

[GRAPH APPEARS HERE]

Performance Graph for Bank Plus Corporation
Indexed comparison of Cumulative Total Return - Bank Plus, S&P 500 Index,
Wall Street Journal S&L Index

Cumulative Total Return on Investment
- -------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Wall Street Journal S&L Index 100.00000 103.07742 113.39383 127.18529 145.96588 179.50143 219.30567

S&P 500 Index 100.00000 104.47980 101.80504 118.20496 123.48266 132.45476 140.44782

BankPlus 100.00000 92.10526 111.84211 121.05263 109.21053 114.47368 135.52632

3/31/96 6/30/96 9/30/96 12/31/96 3/31/97 6/30/97 9/30/97
<CAPTION>

Cumulative Total Return on Investment
- -------------------------------------
<S> <C> <C> <C> <C> <C>
Wall Street Journal S&L Index 219.55207 241.90627 221.41279 182.52787 203.80812

S&P 500 Index 149.18102 172.03285 177.04355 158.80112 191.93823

BankPlus 132.89474 157.23684 128.94737 47.03947 46.05263

12/31/97 3/31/98 6/30/98 9/30/98 12/31/98
</TABLE>

<PAGE>

EXECUTIVE COMPENSATION

Summary Compensation Table

The following Summary Compensation Table sets forth the compensation earned
during the three years ended December 31, 1998 by the Company's Chief Executive
Officer and the four other most highly compensated executive officers during
1998 who were serving as executive officers at December 31, 1998, as well as the
former Chief Executive Officer and one other individual who would have been
included but for the fact that he was not serving as an executive officer at
December 31, 1998 (the "Named Executive Officers"):

Long-Term
Annual Compensation Compensation
---------------------------- ------------------------------
Securities
Restricted Underlying
Stock Stock All Other
Name and Principal Position Year Salary(1) Bonus(1) Award(s)(2) Options Compensation(3)
- ------------------------------------------ ---- ------------ ------------- -------------- ------------- ----------------

<S> <C> <C> <C> <C> <C> <C>
Mark K. Mason (4) 1998 $190,385 $134,808 -- 580,000(5) $ 863
President & CEO of Bank Plus; 1997 N/A N/A N/A N/A N/A
Chairman & CEO of Fidelity 1996 N/A N/A N/A N/A N/A

Richard M. Greenwood (6) 1998 $392,030 -- --(7) 57,500 $365,945(8)
Former President & CEO of 1997 464,205 $139,106(9) $241,788 -- 948
Bank Plus; Former Chairman & 1996 415,000 287,500(10) -- -- --
CEO of Fidelity

Stephen J. Austin (6) 1998 $177,968 -- --(7) 100,000 $ 3,808
EVP, Risk Evaluation Group 1997 156,723 $ 49,004 $ 41,992 -- 1,174
1996 128,942 45,000 -- -- --

Robert P. Condon (6) 1998 $299,908 -- --(7) 32,250 $ 3,900
EVP of Fidelity; CEO of Gateway 1997 284,665 -- $231,188 -- 1,188
1996 220,000 $125,000(9) -- -- 1,125

Godfrey B. Evans 1998 $216,831 $ 50,000 --(7) 250,000(5) $ 3,763
EVP, CAO & General Counsel 1997 197,300 31,842(9) $145,116 -- 1,187
of Bank Plus & Fidelity 1996 175,000 100,000(10) -- -- 1,125

James E. Stutz 1998 $299,908 $ 50,000 --(7) 32,250 $ 3,900
President & COO of Fidelity 1997 284,665 90,000(9) $ 51,200 -- 1,188
1996 220,000 125,000(10) -- -- 562

W.C. Taylor III (6) 1998 $202,415 -- --(7) 50,000 $ 56,001(11)
Former EVP of Fidelity; Former 1997 179,511 $ 25,575(9) $103,849 -- 1,188
President of Bank Plus Credit 1996 159,423 95,000(10) -- -- 1,125
Services Corporation
</TABLE>

- --------
(1) Amounts shown for 1997 and 1998 include cash compensation earned and
received by the executive officer as well as amounts earned but deferred at
the election of those officers under the Company's Deferred Compensation
Plan. Bonuses for 1996 are presented in the period earned and may have been
paid in subsequent years. Amounts in the "Salary" column for 1998 reflect 27
two-week pay periods, instead of the usual 26 pay periods.

(2) Dollar amounts shown equal the number of shares of restricted stock granted
multiplied by the closing stock price on the grant date. All grants were
made under the 1997 Annual Incentive Plan, pursuant to which recipients of
bonus awards were entitled to elect to receive all or any portion of their
bonus in the form of

12
<PAGE>

restricted stock, at an exchange formula of $2.00 of restricted stock (based
on the then current market value) for each $1.00 of cash incentive payment
foregone. Awards of restricted stock will vest ratably over a three-year
period: the first third vested on January 1, 1999, the second will vest on
January 1, 2000 and the third on January 1, 2001, subject to forfeiture if
the officer is not employed by the Company or the Bank on the relevant
vesting date. In addition, receipt of the awards may be subject to further
deferral at the election of the officer under the Company's Deferred
Compensation Plan. The grant date for all awards was March 12, 1998, and the
closing price of the Company's Common Stock on the grant date was $14.50 per
share. See footnote (9) below for the total bonus granted to each Named
Executive Officer under the 1997 Annual Incentive Plan.

(3) Except as otherwise noted, consists of the Company's matching contributions
to the Company's 401(k) Plan.

(4) Mr. Mason became executive Vice President and Chief Financial Officer
effective May 11, 1998, and was named Chief Executive Officer of both Bank
Plus and Fidelity effective October 28, 1998. Mr. Mason's 1998 bonus was
paid pursuant to the terms of his agreement with the Company entered into at
the time he was hired as Chief Financial Officer in May 1998.

(5) Includes new options as well as options cancelled and reissued at a new
exercise price as of November 19, 1998. See "Stock Option Grants in Last
Fiscal Year" below.

(6) Mr. Greenwood resigned effective September 21, 1998. Mr. Condon resigned
effective January 19, 1999. Mr. Taylor resigned effective November 30, 1998.
Mr. Austin resigned effective March 31, 1999.

(7) As of December 31, 1998, Messrs. Greenwood and Taylor held no restricted
stock due to the forfeiture of their awards as a result of their
resignations. Based upon the $4.375 per share closing price of the Company's
Common Stock on December 31, 1998, the 15,944 shares of restricted stock
held by Mr. Condon were worth $69,755, the 10,008 shares of restricted stock
held by Mr. Evans were worth $43,785, the 3,531 shares of restricted stock
held by Mr. Stutz were worth $15,448 and the 2,896 shares of restricted
stock held by Mr. Austin were worth $12,670.

(8) In addition to $2,438 as the Company's matching contributions to the
Company's 401(k) Plan, includes the following payments related to the
termination of Mr. Greenwood's employment with the Company: $50,349 for
accrued vacation time, a lump sum severance payment of $200,080, and post-
termination consulting fees of $113,078.

(9) All amounts represent the cash portion of bonus awards earned under the 1997
Annual Incentive Plan, whether such amounts were actually received or
deferred at the election of the officer. In addition to cash amounts
reflected in the "Bonus" column, the Named Executive Officers were entitled
to elect to receive all or any portion of their bonus under the 1997 Annual
Incentive Plan in the form of restricted stock, at an exchange formula of
$2.00 of restricted stock (based on the then current market value) for each
$1.00 of cash incentive payment foregone. Awards to the Named Executive
Officers under the 1997 Annual Incentive Plan were as follows: Mr. Greenwood
was awarded $260,000, of which he elected to receive $139,106 in cash and
the remainder in restricted stock at the 2-for-1 exchange formula, resulting
in an award of 16,675 shares of restricted stock (with a market value of
$241,788 based on the per share price of $14.50); Mr. Stutz was awarded
$115,600, of which he elected to receive $90,000 in cash and the remainder
in restricted stock, resulting in an award of 3,531 shares of restricted
stock (with a market value of $51,200); Mr. Condon was awarded $115,600, all
of which he elected to receive in restricted stock, resulting in an award of
15,944 shares of restricted stock (with a market value of $231,188); Mr.
Evans was awarded $104,400, of which he elected to receive $31,842 in cash
and the remainder in restricted stock, resulting in an award of 10,008
shares of restricted stock (with a market value of $145,116); Mr. Taylor was
awarded $77,500, of which he elected to receive $25,575 in cash and the
remainder in restricted stock, resulting in an award of 7,162 shares of
restricted stock (with a market value of $103,849); Mr. Austin was awarded
$70,000, of which he elected to receive $49,004 in cash and the remainder in
restricted stock, resulting in an award of 2,896 shares of

13
<PAGE>

restricted stock (with a market value of $41,992). All of the foregoing
awards are subject to additional deferral at the election of the officers
under the Company's Deferred Compensation Plan.

(10) Includes 50% of a Recapitalization Transaction and Retention Bonus awarded
in October 1995. The bonus was paid in two equal installments: the first in
November 1995, the remainder in December 1996. All Named Executive Officers
who received the November 1995 award purchased Fidelity common stock with
their net proceeds. Payment of the second installment in December 1996 was
conditioned on the executive remaining an employee of the Bank until that
time. Mr. Greenwood was awarded a bonus of $300,000; Messrs. Condon, Evans
and Stutz were awarded bonuses of $100,000 each.

(11) In addition to $3,656 as the Company's matching contributions to the
Company's 401(k) Plan, includes the following payments related to the
termination of Mr. Taylor's employment with the Company: $22,696 for
accrued vacation time, $18,576 as reimbursement for one year on COBRA
payments and post-termination consulting fees of $11,077.

Stock Option Grants in Last Fiscal Year

In 1995, Fidelity's non-employee directors, executive officers and certain
other key employees received options to purchase Fidelity common stock the 1996
Stock Option Plan. In May 1996, Bank Plus assumed the 1996 Stock Option Plan in
connection with the Reorganization, and the options granted thereunder became
options to purchase Bank Plus Common Stock. The exercise price of all such
options is $8.35 per share. Ten percent of the options granted became
exercisable on February 13, 1996, and an additional thirty percent of such
options became exercisable on each of February 9, 1997, February 9, 1998 and
February 9, 1999. On April 30, 1997, the Company's stockholders approved certain
amendments to and a restatement of the Plan, which was renamed the Bank Plus
Corporation Stock Option and Equity Incentive Plan.

In March and April 1998, the Company's Board of Directors approved additional
grants of options to acquire shares of Bank Plus Common Stock to certain senior
officers of the Company and the Bank, including the Named Executive Officers.
The options granted to the Named Executive Officers covered the following
numbers of shares: 57,500 option shares for Mr. Greenwood, 32,250 option shares
each for Messrs. Condon and Stutz, 25,000 option shares for Mr. Evans, 50,000
option shares for Mr. Taylor and 100,000 option shares for Mr. Austin. The
options vested over three years, expired in ten years and had exercise prices of
$14.00 per share. The Board also approved a grant of 100,000 option shares for
Mr. Mason in May 1998, upon his hiring as Chief Financial Officer. Mr. Mason's
options also vested over three years, expired in ten years and had an exercise
price of $13.3125 per share.

In conjunction with the Board's appointment of a new chief executive officer
and the subsequent management restructuring, the Board evaluated the effect of
the reduction of the Company's stock price to a level significantly below the
exercise price of all outstanding options on the Company's ability to motivate
and retain its key employees. The Board determined that the options previously
granted under the Company's Stock Option and Equity Incentive Plan provided
little incentive to management. After much deliberation and after considering
various alternatives, the Board decided that the most cost-effective means
available to increase motivation and promote employee retention was to offer
certain officers the opportunity to exchange their outstanding options for new
stock options in cancellation of prior options with an exercise price equal to
the then current market price of the Company's stock. Accordingly, on November
19, 1998, the Board approved grants of new options with an exercise price equal
to $3.8125 per share (the stock's closing price on that day), subject to certain
conditions, including that the recipient agree to the cancellation of all
previously awarded options.

14
<PAGE>

The new options vest on a percentage basis based on the market price of the
Company's Common Stock, per the following schedule:

<TABLE>
<CAPTION>
Performance Vesting Criteria:
Per Share Market Value Vesting
-------------------------- -------
<S> <C>
$ 4.00 10%
$ 5.00 25%
$ 6.00 40%
$ 7.00 55%
$ 8.00 70%
$ 9.00 85%
$ 10.00 100%
</TABLE>

Executives were able to participate in the cancellation and reissuance of
stock options on the condition that they also agree to replace their current
severance/change in control agreements for new contracts that, among other
changes in the Company's favor, require termination by the Company of the
executives' employment in order to receive change in control benefits. All
executives, with the exception of Mr. Stutz, participated in this exchange.

In order to correct disparities that resulted from the restructuring of
executive management and to equalize the level of outstanding options for
comparable levels of executive management, and in recognition of their
individual performance during 1998 and their significant new responsibilities,
additional grants of options to purchase 452,000, 81,200 and 250,000 shares,
respectively, were awarded to Messrs. Mason, Evans and Michel.

The following table sets forth the options to acquire shares of Bank Plus
Common Stock granted by the Company during 1998 to the Named Executive Officers.
As described above, certain of the executive officers listed below received
grants in March or April 1998 that were cancelled and reissued in November. For
those officers, the cancelled options are not separately listed. The options
awarded to Messrs. Greenwood and Taylor were cancelled prior to the end of 1998
due to the termination of their employment with the Company. The options awarded
to Messrs. Condon and Austin were cancelled prior to the end of 1998 pursuant to
agreements between the Company and those individuals.

<TABLE>

Potential Maximum Realizable
Value at Assumed Annual Rates
No. of Percent of of Stock Price Appreciation
Shares Total Options for Option Term (2)
Underlying Granted to Exercise -----------------------------
Options Employees in Price/ Expiration
Name Granted Fiscal Year Share (1) Date 5% ($) 10%($)
- ----- ---------- ------------- -------- ---------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
Mark K. Mason............ 580,000 38.7% $3.8125 11/18/08 $1,390,666 $3,524,138
Richard M. Greenwood(3).. 57,500 3.8% $ 14.00 4/28/08 $ 506,259 $1,282,963
Stephen J. Austin(3)..... 100,000 6.7% $ 14.00 4/28/08 $ 880,450 $2,231,240
Robert P. Condon(3)...... 32,250 2.2% $ 14.00 4/28/08 $ 283,345 $ 719,575
Godfrey B. Evans......... 250,000 16.7% $3.8125 11/18/08 $ 599,425 $1,519,025
James E. Stutz........... 32,250 2.2% $ 14.00 4/28/08 $ 283,345 $ 719,575
W.C. Taylor III(3)....... 50,000 3.3% $ 14.00 4/28/08 $ 440,225 $1,115,620
</TABLE>

(1) Equal to the market value per share on the date of grant.
(2) Measured from the closing stock prices on date of grant of options: $14.00
on April 29, 1998 and $3.8125 on November 19, 1998. In accordance with SEC
rules, these columns show gains that might exist for the

15
<PAGE>

respective options, assuming the market price of the Company's Common Stock
appreciates from the date of grant over a period of ten years at the
annualized rates of five and ten percent, respectively. If the stock price
does not increase above the exercise price at the time of exercise, realized
value to the named executives from these options will be zero.

(3) All options held by Messrs. Greenwood and Taylor were cancelled prior to the
end of 1998 due to the termination of their employment with the Company. All
options held by Messrs. Condon and Austin were cancelled prior to the end of
1998 pursuant to agreements between those individuals and the Company.

Unexercised Stock Options

During 1998, none of the Named Executive Officers exercised any stock options.
The following table provides information concerning unexercised options held by
the Named Executive Officers as of the end of 1998.

<TABLE>
<CAPTION>
Securities Underlying Value of Unexercised
Unexercised Options at In-the-Money
Year-End Options at Year-End
Name Exercisable/Unexercisable Exercisable/ Unexercisable
- ----- -------------------------- ---------------------------------
<S> <C> <C>
Mark K. Mason....................... 58,000/522,000 $32,625/$293,886(1)
Richard M. Greenwood................ 0/0 $ 0/$0
Stephen J. Austin................... 0/0 $ 0/$0
Robert P. Condon.................... 0/0 $ 0/$0
Godfrey B. Evans.................... 25,000/225,000 $14,075/$126,675(1)
James E. Stutz...................... 118,125/82,875 $ 0/$0(2)
W.C. Taylor III..................... 0/0 $ 0/$0
</TABLE>

- --------
(1) Based upon the difference between the option exercise price of $3.8125 per
share and the closing price of the Common Stock on December 31, 1998 of
$4.375 per share.
(2) Based upon the difference between the option exercise price of $8.35 per
share and the closing price of the Common Stock on December 31, 1998 of
$4.375 per share.

Ten-Year Option Repricings

The following table sets forth certain information with respect to the
Company's exchange of outstanding options with certain of its Named Executive
Officers in November 1998.

<TABLE>
<CAPTION>
Number of Weighted Length
Securities Market Price Weighted of Original
Underlying of Stock at Exercise Option Term
Options Time of Price at Time New Remaining at Date
Repriced or Repricing or of Repricing Exercise of Repricing or
Name and Principal Position Date Amended Amendment or Amendment Price Amendment
- --------------------------- -------- ----------- ------------ ------------- -------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Mark K. Mason 11/19/98 128,000 $3.8125 $12.3756 $3.8125 108 months
President & CEO of Bank Plus;
Chairman & CEO of Fidelity

Godfrey B. Evans 11/19/98 168,750 $3.8125 $ 9.1870 $3.8125 89 months
EVP, CAO & General Counsel
of Bank Plus and Fidelity
</TABLE>

16
<PAGE>

Retirement Income (Defined Benefit) Plan

Fidelity maintains a Retirement Income Plan which is a qualified, non-
contributory defined benefit retirement plan. The Retirement Income Plan
provides for monthly retirement payments or an actuarially equivalent lump sum
to or on behalf of each covered employee or beneficiary upon retirement at age
65 or upon early retirement (i.e., the attainment of age 55 and the completion
of 10 years of service) and, under certain circumstances, upon disability, death
or other termination of employment, based upon the employee's average monthly
salary and the aggregate number of years of service. Effective February 28,
1994, the Retirement Income Plan was suspended, thereby freezing benefit levels
and reducing related expense accruals by approximately $1,000,000 annually.

The following table illustrates approximate annual benefits payable under the
Retirement Income Plan at normal retirement age for various combinations of
service and compensation:

Average Final
- -------------
Compensation Years of Service
- ------------ ---------------------------------------------------------
15 20 25 30 35
------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
$50,000................................................... $11,302 $15,069 $18,836 $22,603 $26,370
100,000................................................... 24,427 32,569 40,711 48,853 56,995
150,000................................................... 37,552 50,069 62,586 75,103 87,620
200,000................................................... 37,552 50,069 62,586 75,103 87,620
250,000................................................... 37,552 50,069 62,586 75,103 87,620
300,000................................................... 37,552 50,069 62,586 75,103 87,620
350,000................................................... 37,552 50,069 62,586 75,103 87,620
400,000................................................... 37,552 50,069 62,586 75,103 87,620
</TABLE>

Compensation under the Retirement Income Plan includes all regular pay,
excluding overtime, commissions and bonuses, limited by the Internal Revenue
Code Section 401(a)(17) compensation limit. The benefit amounts listed above
were computed on a 10-year certain and life basis, which is the normal form
under the plan, and are not subject to deduction for Social Security or other
offset amounts.

The years of credited service as of December 31, 1998 for each of the Named
Executive Officers are as follows:

<TABLE>
<CAPTION>
Credited
----------------
Name Service Years
- ---- ----------------
<S> <C>
Richard M. Greenwood......... 1 year
Mark K. Mason................ None(1)
Stephen J. Austin............ None(1)
Robert P. Condon............. None(1)
Godfrey B. Evans............. 6 years
James E. Stutz............... None(1)
W.C. Taylor III.............. None(1)
</TABLE>

- --------
(1) No participation due to plan suspension on February 28, 1994.

17
<PAGE>

Employment Agreements; Severance and Change in Control Agreements; Severance
Arrangements

The Company has entered into employment agreements, severance and change in
control agreements or change in control agreements with all of its executive
officers. In addition, the Company has entered into certain arrangements
regarding the termination of employment of those of the Named Executive Officers
who are no longer serving as executive officers.

Agreement with Mr. Mason

Mr. Mason and the Company have entered into an employment agreement dated as
of October 28, 1998 that provides for Mr. Mason's employment as Vice Chairman,
President and Chief Executive Officer of Bank Plus and Chairman and Chief
Executive Officer of the Bank, at an annual base salary of at least $300,000,
until October 2001, with one-year renewals thereafter, subject to Board review
and approval before each renewal. The agreement provides for a bonus of $134,808
for 1998, which has been paid, and states that Mr. Mason will be eligible for
future incentive bonuses with a range of 75% to 150% of base salary.

If Mr. Mason's employment is terminated (i) other than for cause or (ii)
because of death, disability or retirement, his employment agreement provides
that he will receive, subject to certain limitations, his full base salary until
the second anniversary of the date of termination, plus a lump sum payment equal
to two times his average annual bonus during the prior two fiscal years. In the
event Mr. Mason is terminated other than for cause within thirty-six months
following a change in control (as defined in the agreement), Mr. Mason would
receive a lump sum payment in the amount of 2.99 times the sum of (1) his base
salary at the time of the change in control, (2) his average annual bonus for
the past three years and (3) an amount equal to the matching contribution he
would have received under the Bank's 401(k) plan if he had made the maximum
contribution under the plan during the year in which the change in control
occurs. In addition, if Mr. Mason's employment is terminated within thirty-six
months following a change in control, his health and welfare benefits will
continue for three years, or until such earlier time that he receives equivalent
benefits from a new employer or reaches the age of sixty-five. The agreement
also provides for, under certain specified circumstances, the payment of an
additional amount to cover excise taxes imposed by Section 4999 of the Internal
Revenue Code (the "Code") as a result of the agreement payment being defined as
an "excess parachute payment" within the meaning of Section 280G of the Code.

A "change in control" is generally defined in Mr. Mason's employment agreement
as: (a) acquisition of 50% or more of the Company's voting stock by any "person"
(as defined) with certain limited exclusions, (b) change in a majority of the
members of the Board of Directors over a two-year period without the approval of
the incumbent directors, (c) a merger or consolidation of the Company with any
"person" (as defined), other than a merger or consolidation of the Company that
results in the Company's stockholders owning 50% or more of the surviving
entity, or a sale of all or substantially all of the Company's assets, (d) a
sale of all or substantially all of the assets of the Bank or (e) a merger or
other combination of the Bank that results in the Company ceasing to own more
than 50% of the voting securities of the Bank (or the surviving entity in such
combination).

Termination by the Company because of death, disability, retirement or cause,
or Mr. Mason's resignation (other than for "good reason" as described below)
does not entitle him to any benefits under his employment agreement. Termination
for "cause" requires either (i) a willful and continued failure to perform
substantially all of his duties or (ii) gross negligence, dishonesty,
incompetence, willful misconduct, breach of fiduciary duty involving personal
profit or willful violation of law. Termination for "good reason" means that Mr.
Mason may terminate his own employment and still receive benefits under the
agreement if (among other reasons listed in the agreement) (1) his status or
position in the Company has materially and adversely changed, (2) his base
salary is reduced, (3) the Company requires him to be based at an office more
than thirty-five miles from his current office or (4) after a change in control,
the Company fails to continue any benefit plan in which he was participating
prior to the change in control.

18
<PAGE>

Agreement with Mr. Evans

Mr. Evans and the Company have entered into an employment agreement dated as
of November 19, 1998 that provides for Mr. Evans' employment as Executive Vice
President, Chief Administrative Officer and General Counsel of Bank Plus and the
Bank, at an annual base salary of at least $230,000, until November 2001, with
one-year renewals thereafter, subject to Board review and approval before each
renewal. The agreement provides that Mr. Evans will be eligible for future
incentive bonuses with a target range of 50% - 100% of base salary.

If Mr. Evans' employment is terminated (i) other than for cause or (ii)
because of death, disability or retirement, his employment agreement provides
that he will receive, subject to certain limitations, his full base salary until
the second anniversary of the date of termination, plus a lump sum payment equal
to two times his average annual bonus during the prior two fiscal years. In the
event Mr. Evans is terminated other than for cause within twenty-four months
following a change in control (as defined in the agreement), Mr. Evans would
receive a lump sum payment in the amount of 2 times the sum of (1) his base
salary at the time of the change in control, (2) his average annual bonus for
the past two years and (3) an amount equal to the matching contribution he would
have received under the Bank's 401(k) plan if he had made the maximum
contribution under the plan during the year in which the change in control
occurs. In addition, if Mr. Evans' employment is terminated within twenty-four
months following a change in control, his health and welfare benefits will
continue for two years, or until such earlier time that he receives equivalent
benefits from a new employer or reaches the age of sixty-five. The agreement
also provides for, under certain specified circumstances, the payment of an
additional amount to cover excise taxes imposed by Section 4999 of the Code as a
result of the agreement payment being defined as an "excess parachute payment"
within the meaning of Section 280G of the Code.

Mr. Evans' employment agreement contains definitions for the terms "change in
control," "cause," and "good reason" that are substantially identical to the
definitions of those terms in Mr. Mason's employment agreement.

Agreement with Mr. Stutz

Mr. Stutz entered into a severance and change in control agreement (the
"Severance Agreement") with the Company as of August 1, 1997. The Severance
Agreement provides for benefits (a) in the event of a change in control and (b)
upon termination other than for cause. The initial term of the Severance
Agreement is three years, with one-year renewals thereafter, subject to Board
review and approval before each renewal. After a change in control, the
Severance Agreement will continue automatically for two years. A "change in
control" is generally defined in the Severance Agreement as: (a) acquisition of
25% or more of the Company's voting stock by any "person" (as defined) with
certain limited exclusions, (b) change in a majority of the members of the Board
of Directors over a two-year period, (c) stockholder approval of a merger or
consolidation other than a merger or consolidation that results in the Company's
stockholders owning 60% or more of the surviving entity or (d) the Bank's
entering into one or more agreements to sell or transfer to one or more third
parties, in one transaction or a series of related transactions, assets and/or
liabilities representing 50% percent or more of the book value of its assets
and/or liabilities. The Severance Agreement will be terminated if Mr. Stutz or
the Bank experiences certain regulatory problems.

Termination by the Bank because of disability, retirement or cause, or Mr.
Stutz' resignation (other than for "good reason" as described below) does not
entitle him to any benefits under the Severance Agreement. Termination for
"cause" requires either (i) a willful and continued failure of Mr. Stutz to
perform substantially all of his duties or (ii) certain acts of dishonesty,
incompetence or illegality. Termination by Mr. Stutz for "good reason" means
that he may terminate his own employment and still receive benefits under the
Severance Agreement if (among other reasons listed in the agreement) (1) his
status or position in the Bank has adversely changed from the date of the
Severance Agreement, (2) his base salary is reduced from its level on the date
of the Severance Agreement, (3) the Bank requires him to be based at an office
more than thirty-five miles from his current office or (4) after a change in
control, the Bank fails to continue any benefit plan in which Mr. Stutz was
participating prior to the change in control.

19
<PAGE>

In the event of a termination without "cause" or his resignation for "good
reason," Mr. Stutz would receive 2 times the sum of (1) his annual base salary
plus (2) his average annual bonus for the past two years. In the event of a
change in control, Mr. Stutz would receive a lump sum payment in the amount of
three times the sum of (1) his base salary at the time of the change in control,
(2) his average annual bonus for the past three years and (3) an amount equal to
the matching contribution he would have received under the Bank's 401(k) plan if
he had made the maximum contribution under the plan during the year in which the
change in control occurs. In addition, if Mr. Stutz' employment is terminated
within twenty-four months following a change in control, his health and welfare
benefits will continue for three years or until such earlier time that he
receives equivalent benefits from a new employer or reaches the age of sixty-
five. The agreement also provides for, under certain specified circumstances,
the payment of an additional amount to cover excise taxes imposed by Section
4999 of the Code as a result of the agreement payment being defined as an
"excess parachute payment" within the meaning of Section 280G of the Code.

Severance Arrangements with Messrs. Greenwood, Condon, Taylor and Austin

Mr. Greenwood resigned all of his positions as an officer and director of Bank
Plus and Fidelity effective September 21, 1998. In connection with his
resignation, and in exchange for the termination of Mr. Greenwood's employment
agreement and full mutual releases, the Company agreed to provide Mr. Greenwood
with certain severance benefits. Mr. Greenwood was paid a lump sum severance
payment of $200,080 and entered into a two-year consulting agreement with the
Company pursuant to which he is entitled to a total of $840,008 in consulting
fees. Payment of the consulting fees would be accelerated upon a change in
control of the Company. In addition, the Company has agreed to issue to Mr.
Greenwood in the future 35,556 shares of Bank Plus Common Stock following the
payment in full of the promissory note referred to below. The Company agreed to
continue Mr. Greenwood's health benefits for two years, and to reimburse him for
up to $15,000 of attorneys' fees and up to $2,000 for tax preparation fees. The
parties also agreed to restructure Mr. Greenwood's promissory note payable to
Bank Plus into an interest-bearing, five-year term note secured by a second lien
on Mr. Greenwood's residence. All of Mr. Greenwood's restricted stock and stock
options were cancelled following his resignation.

Mr. Taylor resigned his positions with the Company effective November 30,
1998. In exchange for the termination of Mr. Taylor's severance and change in
control agreement and full mutual releases, the Company and Mr. Taylor agreed to
certain severance terms. The Company entered into a one-year consulting
agreement pursuant to which Mr. Taylor is entitled to a total of $144,000 in
consulting fees, payment of which would be accelerated in the event of a change
in control. The Company also agreed to pay Mr. Taylor $18,576 to cover the cost
of his COBRA payment for one-year, and $56,000 as reimbursement for certain
relocation and other expenses. All of Mr. Taylor's restricted stock and stock
options were cancelled following his resignation.

Mr. Condon resigned his positions as an officer of the Company effective
January 19, 1999. In exchange for the termination of Mr. Condon's severance and
change in control agreement and full mutual releases, the Company and Mr. Condon
agreed to certain severance arrangements. The parties entered into a consulting
and profit sharing agreement pursuant to which the Company agreed to pay to Mr.
Condon one hundred percent of any distributions received by Gateway from
American General Gateway Services, L.L.C. (the "LLC"), up to $288,000. The LLC
was formed as of January 1, 1999 by Gateway and The Variable Annuity Life
Insurance Company, a wholly-owned subsidiary of American General Corporation, to
own and operate the financial education and planning program previously operated
by Gateway for members of the California Public Employers Retirement System.
Following his resignation, Mr. Condon was retained by the LLC to serve as its
program director. In the event of a change in control of the Company, Mr.
Condon's consulting and profit sharing payments would be accelerated. In
addition to his consulting and project sharing agreement, the parties agreed
that all of Mr. Condon's 15,944 shares of restricted stock would become fully
vested at the time of his resignation. All of Mr. Condon's stock options were
cancelled in connection with his resignation.

Mr. Austin resigned his positions with the Company effective March 31, 1999.
As part of his severance arrangement and in exchange for the termination of Mr.
Austin's severance and change in control agreement and full mutual releases, the
Company has entered into a one-year consulting agreement with Mr. Austin
pursuant to which he is entitled to receive a total of $177,000 in consulting
payments, which would be accelerated in the event of a

20
<PAGE>

change in control. The Company has also agreed to provide Mr. Austin with health
benefits for one year, and to remove any restrictions on his 2,896 shares of
restricted stock. All of Mr. Austin's stock options have been cancelled.

DIRECTOR COMPENSATION

Board Retainer and Fees. Non-employee directors initially elected to the
Board prior to January 1, 1996 are paid an annual cash retainer of $25,000.
Directors elected after that date receive no cash compensation; instead, they
are paid an annual retainer of $30,000 and their retainer and meeting fees are
paid in the form of deferred stock grants. Such grants are credited to the
directors' deferred stock accounts at the times cash fees or retainers would
otherwise be paid, and are paid out in the form of Bank Plus Common Stock upon
the directors' retirement from the Board. After the annual meeting in 2000 it
will become mandatory for all directors to receive their retainer and meeting
fees in the form of deferred stock grants, although directors initially elected
prior to January 1, 1996 may do so on a voluntary basis prior to that time.

Directors who serve on both the Bank Plus Corporation and the Fidelity Federal
Bank Boards receive an additional $5,000 annual retainer. The Chairman of the
Board receives an annual retainer of $60,000. In addition, payments of up to
$500 per month are made to reimburse the secretarial and other administrative
expenses of the Chairman related to the performance of his duties. Committee
Chairs are paid an annual retainer of $3,000 except for the Chairs of the Audit
Committee of the Company and the Credit Risk Committee of the Bank, who each
receive an annual retainer of $6,000. Meeting fees are $1,000 for Board meetings
and $850 for Committee meetings. Telephonic meetings are paid at the same rate
as in-person meetings unless the meetings last less than 30 minutes, in which
case meeting fees are paid at 50% of the normal rate.

Non-Employee Director Retirement Plan. Non-employee directors who (1) were
initially elected prior to January 1, 1996, (2) have at least three years of
Board service and (3) have reached the age of 55 are eligible to participate in
the Non-Employee Director Retirement Plan. Directors elected after January 1,
1999 are not eligible to participate in the Plan. Eligible directors, after
termination from Board service for any reason other than cause, are entitled to
receive a quarterly payment equal to one quarter of their average annual
compensation (including compensation for service on the Board of any of the
Company's subsidiaries), including all retainers and meeting fees, received
during their last three years of Board service. Such payments commence at the
beginning of the first fiscal quarter subsequent to termination and continue for
a 3-year period. If a director's Board membership is terminated for cause, no
benefits are payable under this plan.

If an eligible director's Board membership is terminated within two years
following the effective date of a change in control, then he or she shall be
eligible for a lump sum payment in an amount that is the greatest of: (1) 150%
times average annual compensation during the preceding 3-year period, (2) the
sum of all retirement benefits payable under normal retirement provisions
described in the preceding paragraph or (3) $78,000. This lump sum payment would
be in lieu of, and not in addition to, the retirement benefits described in the
preceding paragraph.

Stock Option and Equity Incentive Plan. On December 11, 1995, the Board of
Directors of the Bank adopted the 1996 Stock Option Plan and granted awards
pursuant thereto to its non-employee directors subject to subsequent approval by
the Bank's stockholders. At a special meeting held on February 9, 1996, the
Bank's stockholders approved the plan and in May 1996, Bank Plus assumed the
plan in connection with the Reorganization. Accordingly, each of the Company's
and the Bank's non-employee directors has received options representing 23,000
shares of Common Stock. All such options were granted at an exercise price of
$8.35 per share. Ten percent of the options granted to each non-employee
director became exercisable immediately upon stockholder approval and another
thirty percent became exercisable on each of the first, second and third
anniversaries of such approval. On April 30, 1997, the Company's stockholders
approved certain amendments to and a restatement of the Plan, which was renamed
the Bank Plus Corporation Stock Option and Equity Incentive Plan. Among other
things, the amended Plan provides that each non-employee director of Bank Plus
and Fidelity will receive automatic annual grants of options to purchase 2,500
shares of Common Stock, at an exercise price equal to the fair market value of
the stock on the grant date, which will be fully vested and exercisable upon
grant.

21
<PAGE>

Other Compensation. In addition to his retainer and other fees, Mr. Gibbs was
paid a $12,000 consulting fee in 1998 for services including assistance in
obtaining a favorable recovery in connection with a claim made under the
Company's directors' and officers' insurance policy.

RELATED PARTY TRANSACTIONS

Loans to Management

Fidelity offers home loans to directors, officers and employees of the Bank.
These loans are made in the ordinary course of business and, in the judgment of
management, do not involve more than the normal risk of collectibility. The
loans are secured by real property and are made on substantially the same terms,
including interest rate and collateral, as those prevailing at the time for
comparable transactions with non-affiliated persons.

In February 1999, Fidelity's Board of Directors approved an employee
discount loan program. Under this program, Fidelity will waive origination fees
(but not third party fees) on first lien mortgage loans made to all employees
who have been employed with the Company for at least six months, provided that
the loan is secured by the employee's principal residence and the residence is
within Fidelity's usual lending area (Southern California). If the employee is
an executive officer or another officer who significantly influences corporate
policy, then the loan is also conditioned upon determination, by the Company's
Compliance Department, that the requirements of Federal Reserve Board Regulation
O and the requirements of Fidelity's Transactions with Affiliates and Insiders
and Conflicts of Interest Policy (which, for these purposes, essentially
parallel Regulation O) have been satisfied. In all other respects, the employee
discount loans are made on substantially the same terms, including interest rate
and collateral, as those prevailing at the time for comparable transactions with
non-affiliated persons. No loans under this program have been made to executive
officers.

First Alliance Transaction

In 1997, Fidelity entered into an agreement with First Alliance Mortgage
Company ("FAMCO"), a subsidiary of First Alliance Corporation ("FACO"), pursuant
to which Fidelity and FAMCO jointly developed a real estate secured credit card
program. Under the program, Fidelity issues Mastercard credit cards and provides
funding, up to a maximum aggregate amount of $175,000,000, with individual
credit limits of $5,000 to $12,000. FAMCO provides credit enhancement to
mitigate any loss exposure Fidelity may have. As of December 31, 1998,
approximately 5,000 accounts, with an aggregate principal balance of
approximately $26,000,000, were outstanding under the FAMCO credit card program.
Mark K. Mason, who has been a director of Fidelity since December 1995 and
rejoined Fidelity and Bank Plus as an executive officer in May 1998, served as
Executive Vice President and Chief Financial Officer and a director of FAMCO and
FACO from December 1995 until May 1998. George Gibbs, Jr., a director of both
Bank Plus and Fidelity, served as a director of FACO for a portion of 1998.

Interest in Greater than 10% Stockholder

As of December 31, 1998, the Gordon V. and Helen C. Smith Foundation, a
Section 501(3)(c) organization of which Mr. Gordon V. Smith is President, had
invested $596,296, representing a 0.9727% ownership interest, in Financial
Institution Partners II, L.P. ("FIP II"), a beneficial owner of 432,800 shares
of the Company's Common Stock according to its Forms 3 and 4 filed with the
Securities and Exchange Commission ("SEC"). FIP II is an entity indirectly
controlled by Messrs. Eric D. Hovde and Steven D. Hovde, who are deemed
beneficial owners of an aggregate of 2,714,073 shares of the Company's Common
Stock according to their Forms 3 and 4 filed with the SEC. In addition to its
investment in the Company, FIP II invests in securities of many other companies,
primarily financial institutions.

22
<PAGE>

BENEFICIAL OWNERSHIP OF BANK PLUS CAPITAL STOCK

Security Ownership of Management

The following table sets forth the shares of Common Stock beneficially
owned as of March 12, 1999 by all directors and executive officers as a group,
by each director, the CEO and the Named Executive Officers of the Company.

<TABLE>
<CAPTION>
Shares Underlying
Shares of Common Options Exercisable Total
Stock Beneficially Within 60 days of Beneficial Percent of
Name of Beneficial Owner Owned March 12, 1999(1) Ownership Common Stock
- ------------------------ --------------------- ---------------------- ---------- -------------
<S> <C> <C> <C> <C>
Norman Barker, Jr.................. 1,250 28,000 29,250 *
Waldo H. Burnside.................. 7,000 26,625 33,625 *
George Gibbs, Jr................... 625 28,000 28,625 *
Lilly V. Lee....................... 2,950 28,000 30,950 *
Gordon V. Smith (2)................ 259,112 5,000 264,112 1.3%
Mark K. Mason...................... 12,100 58,000 70,100 *
Richard M. Greenwood............... 12,500 -- 12,500 *
Stephen J. Austin.................. 966(3) -- -- *
Robert P. Condon................... 28,440 -- 28,440 *
Godfrey B. Evans................... 8,586(3) 25,000 33,586 *
James E. Stutz..................... 13,677(3) 168,750 182,427 *
W.C. Taylor III.................... 12,500 -- 12,500 *
All directors and executive
officers as a group (10
persons)(4)....................... 305,300(3) 397,375 702,675 3.5%

</TABLE>
__________
(1) Options exercisable within 60 days of March 12, 1999 that were granted
pursuant to the Stock Option and Equity Incentive Plan. See "Executive
Compensation" and "Director Compensation" for discussion of the amounts and
terms of such options.

(2) Shares are registered in the name of Gordon V. and Helen C. Smith
Foundation, a Section 501(3)(c) organization of which Mr. Smith is
President.

(3) Does not include shares of Common Stock granted to executive officers as
restricted stock awards under the Company's Stock Option and Equity
Incentive Plan that were subject to restrictions and forfeiture. As of March
12, 1999, the following restricted stock awards were subject to such
restrictions and forfeiture: Mr. Evans owned 6,672 restricted shares, Mr.
Stutz owned 2,354 restricted shares and Mr. Austin owned 1,930 restricted
shares.

(4) Includes Mr. Michel and Mr. Villa, but does not include Messrs. Greenwood,
Condon, Taylor or Austin.

* Represents less than one percent of the outstanding shares of Common Stock.

23
<PAGE>

Security Ownership by Others

The following table sets forth, as of March 12, 1999, (i) the name of each
person known to the Company to be the beneficial owner of more than 5% of the
outstanding Common Stock, (ii) the total number of shares of Common Stock
beneficially owned by each person and (iii) the percentage of all Common Stock
outstanding held by each such person.

<TABLE>
<CAPTION>
Shares of
Name and Address of Beneficial Owner Common Stock Percent of
- ------------------------------------ Beneficially Owned(1) Common Stock
------------------------ -----------------
<S> <C> <C>
Eric D. Hovde....................................... 2,714,073(2) 14.0%
Steven D. Hovde
Financial Institution Partners, L.P.
Hovde Capital, Inc.
Financial Institution Partners II, L.P.
Hovde Capital, L.L.C.
Hancock Park Acquisition, L.P.
Hancock Park Acquisition, L.L.C.
Western Acquisition Partners, L.P.
Western Acquisitions, L.L.C.
Pacific Financial Investors, Ltd.
1826 Jefferson Place, N.W.
Washington, D.C. 20036

Tontine Partners, L.P............................... 1,936,600(3) 9.9%
Tontine Financial Partners, L.P.
Tontine Management, L.L.C.
Tontine Overseas Associates, L.L.C.
Jeffrey L. Gendell
31 West 52/nd/ Street
New York, NY 10019

Thomson Horstmann & Bryant, Inc..................... 1,242,100(4) 6.4%
Park 80 West, Plaza Two
Saddle Brook, N.J. 07663

</TABLE>

- --------
(1) Except as otherwise indicated, the persons listed as beneficial owners of
the shares have the sole voting and investment power with respect to such
shares.

(2) According to Forms 3 and 4 filed with the Securities and Exchange
Commission (the "SEC") by Messrs. Eric D. and Steven D. Hovde, they are
deemed beneficial owners of 2,714,073 shares of Common Stock by virtue of
their positions as the controlling stockholder and director of the
controlling member and/or managing member of Hovde Capital, Inc., the
general partner of Financial Institution Partners, L.P. ("FIP"), Hovde
Capital, L.L.C., the general partner of Financial Institution Partners II,
L.P. ("FIP II"), Hancock Park Acquisition, L.L.C., the general partner of
Hancock Park Acquisition, L.P. ("HPA"), Western Acquisitions, L.L.C., the
general partner of Western Acquisition Partners, L.P. ("Western") and
Pacific Financial Investors, Ltd. ("PFI"). FIP, FIP II, HPA, Western and
PFI are the beneficial owners of 881,146, 432,800, 651,260, 140,000 and
608,867 shares of Common Stock, respectively.

(3) According to a Schedule 13D/A filed with the SEC, Tontine Partners, L.P.
has shared voting power and shared investment power with respect to
256,000 of these shares. Tontine Financial Partners, L.P. has shared
voting power and shared investment power with respect to 976,200 of these
shares. Tontine Management, L.L.C. has shared voting power and shared
investment power with respect to 1,232,200 of these shares. Tontine
Overseas Associates, L.L.C. has shared voting power and shared investment
power with respect to 704,400 of these

<PAGE>

shares. Jeffrey L. Gendell has shared voting power and shared investment
power with respect to all of these shares.

(4) According to a Schedule 13G filed with the SEC, Thomson Horstmann & Bryant,
Inc. has shared voting power with respect to 19,200 of these shares.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the directors and executive
officers of the Company and beneficial owners of more than ten percent of any
class of equity securities of the Company registered pursuant to Section 12 of
the Exchange Act to file reports of ownership and changes in ownership of their
equity securities of the Company. These persons are required to furnish the
Company with copies of all Section 16(a) forms they file.

Based solely on its review of the copies of such reports received by it during
or with respect to the year ended December 31, 1998, and/or written
representations from such reporting persons, the Company believes that all
reports required to be filed by such reporting persons during or with respect to
the year ended December 31, 1998 were timely filed, except that each of Steven
D. Hovde, Eric D. Hovde, Financial Institution Partners, L.P., Financial
Institution Partners II, L.P., Hancock Park Acquisition, L.P. and Western
Acquisition Partners, L.P. filed his or its Form 3 late.

STOCKHOLDER PROPOSALS

Any stockholder of the Company wishing to submit a proposal for inclusion in
the proxy statement relating to the Company's 2000 annual meeting of
stockholders must deliver such proposal to the Company at its principal office
at 4565 Colorado Boulevard, Los Angeles, California 90039 on or before December
5, 1999. The Board of Directors will review any proposals from eligible
stockholders which it receives by that date and will determine whether any such
proposal will be included in its 2000 proxy solicitation materials.

From time to time, stockholders of the Company submit proposals which they
believe should be voted upon at the Annual Meeting or nominate persons for
election to the Board of Directors. In accordance with the Company's Bylaws, any
such proposal or nomination submitted other than pursuant to Exchange Act Rule
14a-8 must be submitted in writing to the Secretary of the Company not less than
45 days nor more than 75 days prior to the first anniversary of the date of
mailing of the proxy statement for the preceding year's annual meeting of
stockholders. This submission must include certain specified information
concerning the proposal or nominee, as the case may be, and information as to
the proponent's ownership of Common Stock of the Company. Proposals or
nominations not meeting these requirements will not be entertained at the annual
meeting. The Secretary should be contacted in writing at the address set forth
in the preceding paragraph to make any submission or to obtain additional
information as to the proper form and content of submission.

<PAGE>

OTHER MATTERS

Two stockholders delivered notices to the Secretary of the Company regarding
proposed business for the 1999 Annual Meeting. La Salle Financial Partners, L.P.
("La Salle") submitted a nomination of Mr. Peter T. Kross for election to the
Board of Directors and proposed certain amendments to the Company's Bylaws.
Financial Institution Partners, L.P., Financial Institution Partners II, L.P.,
Hancock Park Acquisition, L.P., Western Acquisition Partners, L.P., Hovde
Capital, Inc., Hovde Capital, L.L.C., Hancock Park Acquisition, L.L.C., Western
Acquisitions, L.L.C. and Pacific Financial Investors, Ltd. (collectively, the
"Hovde Entities") submitted a nomination of Mr. Eric D. Hovde for election to
the Board of Directors and also proposed certain amendments to the Company's
Bylaws.

Both the Hovde Entities and La Salle subsequently withdrew their notices. In
connection with these withdrawals, the Company has executed separate agreements
with each of these stockholders. One of these agreements is with the Hovde
Entities and certain of its affiliates (the "Hovde Persons"). The other is with
La Salle and certain of its affiliates (the "La Salle Group").

Under these agreements, (i) subject to the non-objection of the Office of
Thrift Supervision (the "OTS"), the Company has appointed Irving Beimler as a
director for a term expiring at the annual meeting of stockholders in the year
2000; (ii) the Company amended its Bylaws to, among other things, provide that
three or more unaffiliated holders of 20% of the Company's outstanding common
stock may call a special meeting of stockholders and that directors of the
Company will be elected by a plurality, rather than a majority, vote of voting
shares present or represented at a meeting of stockholders; and (iii) the
Company agreed to amend its stockholder rights plan to provide that the plan
would not be triggered solely by the calling of a special meeting of
stockholders by holders of 20% of the Company's outstanding stock. If the OTS
objects to Mr. Beimler's appointment to the Board or if Mr. Beimler does not
otherwise join the Board, the Company will consider nominating Mr. Kross as a
substitute nominee. If the Board or the OTS does not approve the nomination of
Mr. Kross, the Company and the Hovde Persons will work to designate another
nominee.

In return, the Hovde Persons agreed they would not: (i) call a special meeting
of stockholders or participate in any solicitation of proxies to vote the
Company's securities; (ii) acquire beneficial ownership of more than 15% of the
Company's Common Stock; (iii) otherwise seek to control the Company's
management, Board or policies; or (iv) prior to October 31, 1999, seek any
amendment of their Rebuttal Agreement with the OTS, as amended, or submit any
filing for a change in control of the Company (a "Control Action"). In
addition, the Hovde Persons agreed: (a) to vote for the director nominees
proposed by the Board at the 1999 Annual Meeting; and (b) to withdraw their OTS
change in control application. The agreement terminates on the earliest to
occur of (x) the taking of a Control Action by any of the Hovde Persons after
October 31, 1999; (y) the failure of Mr. Beimler or any substitute nominee to be
approved by the OTS as a director on or before June 24, 1999 or August 24, 1999,
respectively; or (z) April 28, 2000. Upon the termination or breach of the
agreement by the Hovde Persons, Mr. Beimler (or the substitute nominee, if
applicable) will resign from the Board.

Under the agreement with the La Salle Group, the La Salle Group agreed they
would not: (i) call a special meeting of stockholders or participate in any
solicitation of proxies to vote the Company's securities; or (ii) otherwise seek
to control the Company's management, Board or policies. The La Salle Group also
agreed to vote for the director nominees proposed by the Board at the 1999
Annual Meeting. The agreement terminates on the latest to occur of (a) October
31, 1999; or (b) the end of the first term of office of Mr. Beimler as a
director.

The above summaries of the agreements with the Hovde Persons and the La Salle
Group are subject to the terms set forth in the complete agreements, copies of
which have been filed with the SEC as Exhibits to the Company's current report
on Form 8-K filed on March 30, 1999.

At the time of preparation of this Proxy Statement, the Board of Directors of
the Company was not aware of any other matters to be brought before the Annual
Meeting. However, if any other matters are properly presented for action, it is
the intention of the persons named in the enclosed form of proxy to vote, or
refrain from voting, in accordance with their respective best judgment on such
matters.

26
<PAGE>

FINANCIAL INFORMATION

Enclosed herewith is a copy of the Company's Annual Report on Form 10-K,
including financial statements for the year ended December 31, 1998, as filed
with the Securities and Exchange Commission.

By Order of the Board of Directors,

/s/ Peter W. Sheil

Peter W. Sheil
Corporate Secretary

Los Angeles, California
April 6, 1999

PLEASE SIGN, DATE, AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.

If your shares are held in the name of a brokerage firm, bank nominee or other
institution, only it can vote your shares. Accordingly, please contact the
person responsible for your account and give instructions for your shares to be
voted.

If you have any questions, or have any difficulty voting your shares, please
contact the Company by calling (818) 549-3116.

27
<PAGE>

REVOCABLE PROXY

THIS REVOCABLE PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
BANK PLUS CORPORATION

ANNUAL MEETING OF STOCKHOLDERS--APRIL 28, 1999

The undersigned hereby acknowledges receipt of the accompanying Notice of
Annual Meeting of Stockholders of Bank Plus Corporation (the "Company"), dated
April 6, 1999, and the related Proxy Statement, and revoking all prior proxies,
appoints and constitutes James E. Stutz and Godfrey B. Evans, or either of
them, each with full power of substitution, as the lawful proxies and agents to
represent the undersigned and vote, in the name, place and stead of the
undersigned, all of the shares of the Common Stock, $.01 par value, of the
Company which the undersigned would be entitled to vote if personally present
at the Annual Meeting of Stockholders of the Company to be held at 4565
Colorado Boulevard, Los Angeles, California on Wednesday, April 28, 1999, at
11:00 a.m., local time, or any adjournments or postponements thereof, for the
following matters and in the manner designated below:

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE NOMINEES LISTED BELOW.
---

Mark Here For
Address Change
and Note on Reverse [__]
----------------
SEE REVERSE SIDE

(Continued and to be signed on other side)
<PAGE>

[X] Please mark your
votes as in this
example.

This revocable proxy is solicited by the Board of Directors and, if not
otherwise directed, it will be voted for the nominees listed below.

<TABLE>
<S> <C> <C> <C>
1. Election of For all AUTHORITY WITHHELD Nominees: Victor H. Indiek and
Directors: nominees (to vote all nominees) Robert W. Medearis
[_] [_]
</TABLE>

INSTRUCTIONS: To withhold authority to vote for any individual nominee,
write that nominee's name on the line provided below.

- ----------------

IMPORTANT--PLEASE SIGN, DATE AND RETURN
THIS PROXY PROMPTLY IN THE ENCLOSED
ENVELOPE, WHICH REQUIRES NO POSTAGE
IF MAILED IN THE UNITED STATES.

<TABLE>
<S> <C> <C> <C>
Signature(s): Date: Signature(s): Date:
---------------------- -------------- --------------- ----------------------------
</TABLE>

NOTE: (Please sign EXACTLY as name appears on this card. Joint Owners should
each sign. Attorneys-in-fact, executors, administrators, trustees,
guardians or corporation officers should give FULL title. This proxy
shall be valid and may be voted regardless of the form of
signature, however.)