ELDORADO BANCORP, DEF 14A, 1995-03-30

ELDORADO BANCORP
DEF 14A, 1995-03-30
STATE COMMERCIAL BANKS

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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

ELDORADO BANCORP
--------------------------------------------------------------------------------
(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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

[_] 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:

<PAGE>

ELDORADO BANCORP
17752 EAST 17TH STREET
TUSTIN, CALIFORNIA 92680

March 30, 1995

To Our Shareholders:

You are cordially invited to attend the 1995 Annual Meeting of Shareholders
which will be held at ELDORADO BANK'S ADMINISTRATIVE OFFICE, 19100 VON KARMAN,
SUITE 120, IRVINE, CALIFORNIA on Wednesday, April 26, 1995, at 9:00 A.M.

At the Annual Meeting, the shareholders will vote to elect ten directors for
the ensuing year and to approve the 1995 Stock Option Plan. Information
regarding the nominees for election of directors and the 1995 Stock Option Plan
is set forth in the accompanying Proxy Statement.

Although you may presently plan to attend the Annual Meeting, please indicate
on the enclosed proxy card your vote on the election of directors and on the
1995 Stock Option Plan, and sign, date and return the proxy card. If you do
attend the Annual Meeting and wish to vote in person, your proxy can be
withdrawn at that time. We urge you to vote for the election of all of the
nominees named in the Proxy Statement and for the approval of the 1995 Stock
Option Plan.

If you hold shares in more than one name, or if your stock is registered in
more than one way, you may receive more than one copy of the proxy material. If
so, please sign and return each of the proxy cards you receive so that all of
your shares may be voted. I look forward to seeing you at the Annual Meeting.

J.B. Crowell, President
and Chief Executive Officer
<PAGE>

ELDORADO BANCORP
17752 EAST 17TH STREET
TUSTIN, CALIFORNIA 92680

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

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 26, 1995

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

TO THE SHAREHOLDERS OF ELDORADO BANCORP:

The 1995 Annual Meeting of Shareholders of Eldorado Bancorp (the "Company")
will be held at 19100 VON KARMAN, SUITE 120, IRVINE, CALIFORNIA on Wednesday,
April 26, 1995, at 9:00 A.M. for the following purposes:

(1) To elect ten (10) nominees to serve as directors until the next
Annual Meeting and until their successors are elected and have been
qualified;

(2) To approve the Company's 1995 Stock Option Plan which provides for
the grant of incentive stock options and nonqualified stock options to
purchase up to an aggregate of 130,000 shares of Common Stock of the
Company to officers, directors and key employees of the Company and its
subsidiaries; and

(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.

Only shareholders of record at the close of business on February 28, 1995
will be entitled to notice of and to vote at the meeting or any adjournment or
postponement thereof.

The Bylaws of the Company set forth the following procedures for nominations
to the Board of Directors:

Nominations for election of members of the Board of Directors may be made by
the Board of Directors or by any shareholder of any outstanding class of
capital stock of the Company entitled to vote for the election of directors.
Notice of intention to make any nominations (other than for persons named in
the Notice of any meeting called for the election of directors) are required to
be made in writing and to be delivered or mailed to the President of the
Company by the later of: (i) the close of business 21 days prior to any meeting
of shareholders called for the election of directors or (ii) 10 days after the
date of mailing of Notice of the meeting to shareholders. Such notification
must contain the following information to the extent known to the notifying
shareholder: (a) the name and address of each proposed nominee; (b) the
principal occupation of each proposed nominee; (c) the number of shares of
capital stock of the Company owned by each proposed nominee; (d) the name and
residence address of the notifying shareholder; (e) the number of shares of
capital stock of the Company owned by the notifying shareholder; (f) the number
of shares of capital stock of any bank, bank holding company, savings and loan
association or other depository institution owned beneficially by the nominee
or by the notifying shareholder and the identities and locations of any such
institutions; and (g) whether the proposed nominee has ever been convicted of
or pleaded nolo contendere to any criminal offense involving dishonesty or
breach of trust, filed a petition in bankruptcy or been adjudged bankrupt. The
notification shall be signed by the nominating shareholder and by each nominee,
and shall be accompanied by a written consent to be named as a nominee for
election as a director from each proposed nominee. Nominations not made in
accordance with these procedures shall be disregarded by the chairman of the
meeting, and upon his instructions, the inspector of election shall disregard
all votes cast for each such
<PAGE>

nominee. The foregoing requirements do not apply to the nomination of a person
to replace a proposed nominee who has become unable to serve as a director
between the last day for giving notice in accordance with this paragraph and
the date of election of directors if the proposed nominee was named in this
notice or if the procedure called for in this paragraph was followed with
respect to the nomination of the proposed nominee.

By Order of the Board of Directors

Elaine P. Crouch
Secretary

March 30, 1995

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

YOUR VOTE IS IMPORTANT. THEREFORE, WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING YOU SHOULD DATE, SIGN AND RETURN THE ENCLOSED PROXY. IF YOU ATTEND THE
MEETING, YOU WILL BE ENTITLED TO VOTE IN PERSON IF YOU WISH.

----------------
<PAGE>

PROXY STATEMENT

ELDORADO BANCORP
17752 EAST 17TH STREET
TUSTIN, CALIFORNIA 92680

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

INTRODUCTION

This Proxy Statement is being furnished in connection with the solicitation
of proxies by the Board of Directors of Eldorado Bancorp, a California
corporation (the "Company"), for use at its 1995 Annual Meeting of Shareholders
to be held at 9:00 A.M. on Wednesday, April 26, 1995, at THE ADMINISTRATIVE
OFFICE OF ELDORADO BANK (THE "BANK"), 19100 VON KARMAN, SUITE 120, IRVINE,
CALIFORNIA, and at any adjournment or postponement thereof (the "meeting"). It
is contemplated that this solicitation of proxies will be made exclusively by
mail; however, if it should appear desirable to do so to ensure adequate
representation at the meeting, directors, officers and employees of the Company
or the Bank may communicate with shareholders, brokerage houses and others by
telephone, telegraph or in person, to request that proxies be furnished and may
reimburse banks, brokerage houses, custodians, nominees and fiduciaries for
their reasonable expenses in forwarding proxy materials to the beneficial
owners of the shares held by them. All expenses incurred in connection with
this solicitation will be borne by the Company.

Holders of shares of common stock of the Company ("shareholders") who execute
proxies retain the right to revoke them at any time before they are voted. Any
proxy given by a shareholder may be revoked or superseded by executing and
delivering a later proxy or a notice of revocation in writing prior to or at
the meeting to the Secretary of the Company, 19100 Von Karman, Suite 550,
Irvine, California 92713, or by attending the meeting and voting in person. A
proxy, when executed and not so revoked, will be voted in accordance with the
instructions given in the proxy. If a choice is not specified in the proxy, the
proxy will be voted "FOR" the election as directors of each of the ten nominees
named in this Proxy Statement and "FOR" the approval of the Company's 1995
Stock Option Plan. This Proxy Statement is first being mailed to shareholders
on or about March 30, 1995.

VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS

The shares of common stock constitute the only outstanding class of voting
securities of the Company. Only the shareholders of the Company of record as of
the close of business on February 28, 1995 (the "record date"), will be
entitled to vote at the meeting or any adjournment or postponement thereof. As
of February 28, 1995, there were 2,756,728 shares of common stock outstanding
and entitled to vote. A majority of the outstanding shares must be present,
either in person or represented by proxy, at the Annual Meeting to satisfy the
quorum requirements of California law. Each shareholder is entitled to one vote
for each share held as of the record date, except that shareholders may, on
compliance with certain requirements of applicable California law, cumulate
their votes for election of directors (see "Election of Directors").

1
<PAGE>

PRINCIPAL SHAREHOLDERS

Set forth below is certain information regarding persons who were known by
the Company to own more than 5% of the voting securities of the Company as of
February 28, 1995.

<TABLE>
<CAPTION>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
TITLE OF CLASS BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
-------------- ------------------- -------------------- --------
<C> <S> <C> <C>
Common Stock J.B. Crowell(1) 270,643(2)(3) 9.7%
no par value 1371 Treasure Lane
Santa Ana, CA 92705
Common Stock All Directors and 646,898(4) 22.6%
no par value Executive Officers of
the Company as a Group
(13 in number)
</TABLE>
--------
(1) Mr. Crowell is President and Chief Executive Officer of the Company, and is
Chairman and Chief Executive Officer of its wholly-owned subsidiary, the
Bank.

(2) Includes 21,600 shares which may be purchased on exercise of options during
the 60-day period ending April 28, 1995; and 23,864 shares held in Mr.
Crowell's account by the Company's Employee Stock Ownership Plans.

(3) Includes 2,606 shares which are held by Mrs. Crowell as custodian for their
children, as to which Mr. Crowell may have shared voting and/or investment
power.

(4) Includes an aggregate of 104,500 shares of common stock which may be
purchased on exercise of stock options during the 60-day period ending
April 28, 1995.

PROPOSAL ONE

ELECTION OF DIRECTORS

One of the purposes of the 1995 Annual Meeting is to elect directors to serve
on the Board of Directors of the Company until the next Annual Meeting and
until their successors are elected and have been qualified. The enclosed proxy
will be voted in favor of the election to the Board of Directors of all of the
ten nominees named below, unless a contrary instruction is given in the proxy.
Nine of the nominees named below were elected as directors of the Company at
the last Annual Meeting and also serve as directors of the Bank, which is a
wholly-owned subsidiary of the Company. The other nominee was elected, in June
1994, to serve on the Board of Directors of the Company and the Bank by vote of
the other members of the Boards of Directors of the Company and the Bank.

Under California law, the ten nominees who receive the highest number of
affirmative votes in the election of Directors will be elected to serve on the
Board of Directors for the ensuing year. As a result, proxies which "withhold
authority" to vote for the nominees named below, which will be counted, and
broker non-votes, which will not be counted, will have no practical effect on
the outcome of the election. Also, in accordance with California law, each
shareholder may cumulate his or her votes and give any one nominee a number of
votes equal to the number of directors to be elected (which is ten) multiplied
by the number of shares which the shareholder is entitled to vote at the
meeting or to distribute the votes on the same principle among as many
candidates as the shareholder may elect, if (i) the name of the candidate for
whom such votes are cast has been properly placed in nomination prior to the
voting, and (ii) a shareholder has given notice at the meeting prior to voting
of that shareholder's intention to cumulate his or her votes. If any one
shareholder has given such notice, all shareholders may cumulate their votes
for candidates who have properly been placed in nomination.

The Board of Directors is soliciting discretionary authority to cumulate
votes represented by proxies and (unless authority to do so is withheld) to
distribute the total of such votes among the nominees in such

2
<PAGE>

numbers as may be determined by the named proxies, because, in the event
nominations are made in opposition to the nominees of the Board of Directors,
it is the intention of the persons named in the enclosed proxy to cumulate
votes represented by proxies for individual nominees in accordance with their
best judgment in order to assure the election of as many of the nominees to the
Board of Directors as possible.

All of the nominees have consented to serve as directors. If, however, any
nominee becomes unavailable for any reason before the election (which is not
anticipated), the shares represented by the enclosed proxy may be voted for
such other person as may be determined by the holders of such proxy.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION
OF EACH OF THE NOMINEES NAMED BELOW.

NOMINEES
<TABLE>
<CAPTION>
SHARES OF
COMMON
STOCK OF
DIRECTOR THE COMPANY PRINCIPAL
OF THE OWNED AS OF OCCUPATION
NAME AND COMPANY FEBVRUARY 28, PERCENT AND BUSINESS
POSITIONS AGE SINCE 1995(1)(2) OF CLASS EXPERIENCE
--------- --- -------- ------------- -------- ---------------------------------
<S> <C> <C> <C> <C> <C>
Michael B. Burns 54 1982 40,815 1.5% Mr. Burns is, and for more than
Director of the Company the past five years has been,
and a Director of the owner and President of Fiesta
Bank Ford Lincoln-Mercury (auto deal-
ership).
J.B. Crowell 61 1981 270,643(3) 9.7% Mr. Crowell is, and for more than
President, Chief Execu- the past five years has been,
tive Officer and Direc- President and Chief Executive Of-
tor of the Company and ficer of the Company. Mr. Crowell
Chairman and Chief Ex- also has been Chief Executive Of-
ecutive Officer and a ficer of the Bank since its in-
Director of the Bank ception in 1972. In addition, Mr.
Crowell was President of the Bank
from 1972 to February 16, 1993,
when he was appointed Chairman of
the Bank.
Raymond E. Dellerba 47 1993 23,500 * Mr. Dellerba is, and since Febru-
Executive Vice Presi- ary 1993 has been, the President
dent and Director of and Chief Operating Officer of
the Company and Presi- the Bank. In April 1993 Mr.
dent and Chief Operat- Dellerba was appointed Executive
ing Officer and a Di- Vice President of the Company.
rector of the Bank From December 1990 until his em-
ployment by the Bank, Mr.
Dellerba was President of
CommerceBank, and became Presi-
dent of its parent,
CommerceBancorp, beginning in
January 1992. Mr. Dellerba also
served as a director of
CommerceBank and CommerceBancorp,
beginning in March 1989. In Au-
gust 1994, approximately 18
months after Mr. Dellerba termi-
nated his employment with
CommerceBancorp and CommerceBank,
CommerceBancorp filed a petition
in bankruptcy following the clos-
ing of CommerceBank by the FDIC
in July 1994.
</TABLE>

3
<PAGE>

<TABLE>
<CAPTION>
SHARES OF
COMMON
STOCK OF
DIRECTOR THE COMPANY PRINCIPAL
OF THE OWNED AS OF OCCUPATION
NAME AND COMPANY FEBVRUARY 28, PERCENT AND BUSINESS
POSITIONS AGE SINCE 1995(1)(2) OF CLASS EXPERIENCE
--------- --- -------- ------------- -------- ---------------------------------
<S> <C> <C> <C> <C> <C>
Lynne Pierson Doti 47 1994 4,500 * Dr. Pierson Doti is, and for more
Director of the Company than the past five years has
and a Director of the been, a Professor of Economics at
Bank Chapman University, in Orange,
California. Dr. Pierson Doti is a
member of the Board of Trustees
of the Economic and Business His-
torical Society and an author of
three books and numerous articles
on banking.
Rolf J. Engen 65 1981 61,529 2.2% Mr. Engen is, and for more than
Director of the Company the past five years has been,
and a Director of the owner and President of Rolf J.
Bank Engen, Inc. (private invest-
ments).
Warren Finley 63 1981 37,945 1.4% Mr. Finley is, and for more than
Director of the Company the past five years has been, an
and a Director and attorney engaged in the private
Assistant Secretary of practice of law.
the Bank
Warren D. Fix 56 1994 6,000 * Mr. Fix was appointed to serve on
Director of the Company the Board of Directors of the
and a Director of the Company and the Bank in June 1994
Bank. by the other members of the
Company's and the Bank's Board of
Directors, respectively. Mr. Fix
is, and since 1992 has been, a
partner in the Contrarian Group,
a private investment and manage-
ment company. From 1989 to 1992
Mr. Fix was the President and
Chief Operating Officer of Pa-
cific Company, a real estate com-
pany, and from 1964 to 1989 he
was Senior Vice President/Chief
Financial Officer of the Irvine
Company. He also serves as a di-
rector of Alexander Haagen Prop-
erties, Inc.
Andrew J. Sfingi 68 1982 41,228 1.5% Mr. Sfingi is, and since 1993 has
Director of the Company been, a Broker/Agent for Sfingi &
and a Director of the Hannon/Curtis-Kieley Insurance
Bank Services. From 1987 to 1993 he
was Chairman, and from 1987 to
April 1988 was also Chief Execu-
tive Officer, of Sfingi & Hannon
Enterprises, Inc. (d/b/a Sfingi &
Hannon Insurance Services). For
more than five years prior there-
to, he served as President and
owner of A.J. Sfingi & Associ-
ates, an insurance brokerage
firm.
</TABLE>

4
<PAGE>

(1) Except as otherwise noted below, the persons named in the table have sole
voting and investment power with respect to all shares shown as
beneficially owned by them, subject to community property laws where
applicable. All shares are owned of record and beneficially except as
otherwise indicated.

(2) Includes shares which each of the directors has the right to purchase under
stock options during the 60-day period ending on April 28, 1995, as
follows: Burns--7,600 shares; Crowell--21,600 shares; Dellerba--20,000
shares; Doti--2,000 shares; Engen--7,600 shares; Finley--7,600 shares;
Fix--2,000 shares; Sfingi--7,600 shares; Sodaro--5,600 shares; and Wells--
7,600 shares.

(3) The number of shares beneficially owned by Mr. Crowell includes 23,864
shares held in Mr. Crowell's account by the Company's Employee Stock
Ownership Plans and 2,606 shares held by his spouse as custodian for their
children.

Directors are elected at each annual shareholders' meeting to serve for a
one-year term and until their successors are elected and qualified. The Board
of Directors of the Company held 13 meetings during the year ended December 31,
1994. Each incumbent director attended at least 75% of the aggregate of the
number of meetings of the Board and the number of meetings held by all
committees of the Board on which he served (during the periods that he served).

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors of the Bank has established an Audit Committee, a
Management and Incentive Committee (which functions essentially as a
Compensation Committee), and a Nominating Committee. The Board of Directors of
the Company has not established any such committees.

The Audit Committee is currently comprised of three directors selected by the
Chairman of the Board of the Bank. The present members of the Audit Committee
are Andrew Sfingi, Donald E. Sodaro and Warren Finley. The Audit Committee is
authorized to handle all matters which it deems appropriate regarding the
Bank's independent accountants and to otherwise communicate and act upon
matters relating to the review

5
<PAGE>

and audit of the Bank's books and records, including the scope of the annual
audit and the accounting methods and systems to be utilized by the Bank. The
Audit Committee also makes recommendations to the Board of Directors with
respect to the selection of the Bank's independent accountants. The Audit
Committee for the Bank held 17 meetings during the year ended December 31,
1994.

The Management and Incentive Committee is comprised of four directors
selected by the Chairman of the Board of Directors of the Bank. The members of
the Management and Incentive Committee are Rolf Engen, J.B. Crowell, Donald E.
Sodaro and Raymond E. Dellerba. The Management and Incentive Committee makes
decisions with respect to compensation to be paid to executive officers of the
Bank and is responsible for evaluating and approving compensation and fringe
benefit programs for the employees of the Bank. The Management and Incentive
Committee held six meetings during the year ended December 31, 1994.

The Nominating Committee is comprised of three directors who are selected by
the Chairman of the Board of Directors of the Bank. The current members of the
Nominating Committee are J.B Crowell, Rolf Engen and Lynne Pierson Doti. The
principal responsibility of the Nominating Committee is to identify and screen
candidates for vacancies on the Board of Directors of the Bank. The Nominating
Committee for the Bank held two meetings during the year ended December 31,
1994. The Nominating Committee will consider candidates for nomination proposed
by a shareholder if the shareholder provides the Nominating Committee with the
information specified in items (a) through (g) of the nomination procedures set
forth in the Notice of Annual Meeting of Shareholders which accompanies this
Proxy Statement, for each such candidate.

FAMILY RELATIONSHIPS

There are no family relationships among any of the Company's officers or
directors.

6
<PAGE>

COMPENSATION OF EXECUTIVE OFFICERS

The following table sets forth information regarding the compensation
received for the three fiscal years ended December 31, 1994 by the Chief
Executive Officer and the other executive officers of the Company or the Bank
(the "Named Officers"). All compensation was paid to the Named Officers by the
Bank.

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
ALL OTHER
ANNUAL COMPENSATION LONG-TERM COMPENSATION COMPENSATION(1)
----------------------------- ---------------------------- --------------
AWARDS PAYOUTS
------------- --------------
LONG-TERM
NAME AND PRINCIPAL STOCK OPTIONS INCENTIVE PLAN
POSITION YEAR SALARY($) BONUS($)(2) (SHARES) PAYMENTS(3)
------------------- ---- --------- ----------- ------------- --------------
<S> <C> <C> <C> <C> <C> <C>
J.B. Crowell 1994 $200,000(4) $35,000 15,000 -0- $15,165
President and Chief 1993 196,562(4) -0- 6,000 -0- 13,696
Executive Officer 1992 165,700(4) 8,000 -0- N/A 12,922
of Company & Chairman
and Chief Executive
Officer of Bank
Raymond E. Dellerba(5) 1994 150,000 35,000 20,000 -0- 2,875
Executive Vice 1993 131,250 -0- 20,000 -0- N/A
President of Company 1992 N/A N/A N/A N/A N/A
and President and Chief
Operating Officer of
Bank
David R. Brown 1994 99,151 14,050 6,000 -0- 10,108
Executive Vice 1993 95,000 -0- -0- -0- 7,541
President and Chief 1992 95,000 7,000 -0- 4,200 7,443
Financial Officer of
Company & Bank
John J. McCauley (6) 1994 105,906 36,235(7) 5,000 -0- 4,640
Executive Vice 1993 96,000 36,823(7) 9,000 -0- 3,400
President of Bank 1992 96,000 48,328(7) -0- -0- N/A
William J. Lewis (8) 1994 52,131 7,600 7,500 N/A N/A
Executive Vice
President 1993 N/A N/A N/A N/A N/A
and Chief Credit
Officer of 1992 N/A N/A N/A N/A N/A
the Bank
</TABLE>
--------
(1) All Other Compensation for 1994, 1993 and 1992 is comprised of (i) amounts
contributed to the Company's Stock Bonus Plan and to the Company's 401(k)
Plan (the "401k Plan") in 1994, 1993 or 1992 for the account of Named
Officers, and (ii) earnings on contributions made to the Company's Deferred
Compensation Plan (the "Deferred Compensation Plan") for the accounts of
the Named Officers, as follows: Mr. Crowell: $3,750, $4,497 and $4,300
contributed to the 401k Plan in 1994, 1993 and 1992, respectively, and
$11,415, $9,199 and $8,622 of earnings in 1994, 1993 and 1992,
respectively, on amounts in the Deferred Compensation Plan (Mr. Crowell
does not participate in the Stock Bonus Plan); Mr. Dellerba: $1,000
contributed to the Stock Bonus Plan in 1994, and $1,875 contributed to the
401k Plan in 1994; Mr. Brown: $1,200 and $344 contributed to Stock Bonus
Plan in 1994 and 1992, respectively, $2,478 contributed to the 401k Plan in
1994 and $2,375 contributed to the 401k Plan in each of 1993 and 1992, and
$6,430, $5,166 and $4,724 of earnings in 1994, 1993 and 1992, respectively,
on amounts in the Deferred Compensation Plan; and Mr. McCauley: $1,400
contributed to the Stock Bonus Plan for 1994, $3,240 and $3,400 contributed
to the 401k Plan in 1994 and 1993, respectively. Except for Mr. McCauley's
participation in the 401k Plan, neither Mr. Dellerba nor Mr. McCauley were
eligible to participate in any of these Plans in 1992 and 1993, and Mr.
Lewis was not eligible to participate in these Plans in 1994. Effective in
1993, Mr. Crowell no longer participates in the Deferred Compensation Plan.

7
<PAGE>

(2) Following the end of each fiscal year, the Bank determines the bonuses, if
any, to be awarded to Mr. Crowell and Mr. Dellerba, the amounts of which
are determined by the Management and Incentive Committee and approved by
the Board of Directors of the Bank, and the cash bonuses to be awarded to
the other Named Officers under the Bank's Officers' Incentive Plan (the
"Officers' Incentive Plan"), in each case based on the Bank's performance
in such fiscal year. Mr. Crowell and Mr. Dellerba do not participate in the
Officers' Incentive Plan. Amounts shown in this column are the portion of
the bonuses awarded that either are paid on a current basis to the Named
Officers or are contributed to a deferred compensation plan for the Named
Officers' account. Bonuses awarded and paid on a current basis for 1994
were as follows: Mr. Crowell: $35,000; Mr. Dellerba: $35,000; Mr. Brown:
$14,050; Mr. McCauley: $12,550; and Mr. Lewis: $7,600 (Mr. Lewis was first
employed by the Bank in July 1994). No bonuses were contributed to the
deferred compensation plan for the account of any of the Named Officers in
1994 and no bonuses were awarded and paid on a current basis or were
contributed to the deferred compensation plan in 1993 to or for the account
of any of the Named Officers. In 1992, no bonuses were awarded or paid on a
current basis to any of the Named Officers; however, bonuses of $8,000 and
$7,000 were contributed for the accounts of Mr. Crowell and Mr. Brown,
respectively, to the deferred compensation plan in 1992.
(3) In certain instances, payment of a portion of the bonuses awarded for a
particular year is made contingent upon attainment by the Bank of earnings
goals and the continued employment of the participant over the next two
succeeding fiscal years. The contingent portion of such bonuses is not
included in the Compensation Table as part of annual compensation for the
year for which the contingent award is made. Instead, the bonus award is
shown as a "long-term incentive plan payment" for the year in which the
contingency is satisfied and a payment is made to the Named Officer. For
1994 the Bank awarded the following contingent bonuses which are not shown
in the Compensation Table above, because they will be paid in 1995 and
1996, as indicated, but only if the Bank achieves or exceeds its earnings
and goals, and if the named participant remains employed by the Bank, over
the next two fiscal years: Mr. Crowell: $17,500 for 1995 and $17,500 for
1996; Mr. Dellerba: $17,500 for 1995 and $17,500 for 1996; Mr. Brown:
$7,025 for 1995 and $7,025 for 1996; Mr. McCauley: $6,275 for 1995 and
$6,275 for 1996; and Mr. Lewis: $3,800 for 1995 and $3,800 for 1996. No
such contingent bonuses were awarded in 1993 or 1992 and, as a result,
there were no long-term incentive plan payments in 1994. The amount shown
as a long-term incentive plan payment to Mr. Brown in 1992 was the result
of a contingent bonus award made to him in a prior year pursuant to the
Officers' Incentive Plan.
(4) Salary figures for Mr. Crowell include directors' fees paid to him by the
Company and the Bank in 1992 and 1993. Director fees to Mr. Crowell ceased
in March 1993.
(5) Mr. Dellerba was first employed by the Bank and became an executive officer
in February 1993. As a result, Mr. Dellerba received no compensation from
the Company or the Bank in years prior to 1993.
(6) Mr. McCauley was designated as an Executive Officer effective in January
1993.
(7) Mr. McCauley's bonus for 1994 includes, and bonuses for 1993 and 1992
consist of, commissions paid by the Bank to him in connection with the
production of SBA loans, as follows: $23,685 in 1994, $36,823 in 1993 and
$48,328 in 1992. Effective September 1, 1994, this commission program was
discontinued and Mr. McCauley became a participant in the Officers'
Incentive Plan.
(8) Mr. Lewis was first employed by the Bank, and was designated as an
Executive Officer, in July 1994. As a result, Mr. Lewis received no
compensation from the Bank in years prior to 1994. Mr. Lewis' base annual
salary is $110,000.

8
<PAGE>

OPTION GRANTS

The following table provides information on option grants in fiscal year 1994
to the Named Officers.

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE OF
PERCENT OF OPTIONS AT ASSUMED ANNUAL RATES
TOTAL OPTIONS OF STOCK PRICE APPRECIATION
OPTIONS GRANTED EXERCISE FOR OPTION TERM (4)
GRANTED IN IN FISCAL YEAR PRICE EXPIRATION --------------------------------
NAME 1994 (1) 1994 (2) ($/SHARE) (3) DATE 5% 10%
---- ---------- -------------- ------------- ---------- --------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
J.B. Crowell............ 15,000 13.4% $8.125 3-16-99 $ 76,781.25 $ 193,781.25
Raymond E. Dellerba..... 20,000 17.8% 8.125 3-16-99 $ 102,375.00 $ 258,375.00
David R. Brown.......... 6,000 5.3% 8.125 3-16-99 $ 30,712.50 $ 77,512.50
John J. McCauley........ 5,000 5.0% 8.125 3-16-99 $ 25,593.75 $ 64,593.75
William J. Lewis........ 7,500 6.7% 9.75 7-20-99 $ 46,068.75 $ 116,268.75
</TABLE>
--------
(1) Options generally become exercisable in cumulative annual installments
equal to 20% of the option shares commencing as of the date of grant. Each
option has a maximum term of five years, subject to earlier termination in
the event of the optionee's cessation of employment with the Company or the
Bank.
(2) Options to purchase an aggregate of 112,150 shares were granted to
employees and non-employee directors in fiscal 1994.
(3) The exercise price may be paid in cash, in shares of the Company's Common
Stock valued at fair market value on the date of exercise, or through a
cashless exercise procedure.
(4) There is no assurance that the values that may be realized on exercise of
such options will be at or near the values estimated in the table, which
utilizes arbitrary compounded rates of growth of the price of the Company's
Common Stock of 5% and 10% per year.

OPTION EXERCISES AND FISCAL YEAR-END VALUES

The following table provides information on option exercises in fiscal 1994
by the Named Officers and the value of the unexercised options held by the
Named Officers as of December 31, 1994.

<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
OPTIONS AT DECEMBER 31, 1994 AT DECEMBER 31, 1994 (1)
SHARES ACQUIRED VALUE --------------------------------- -------------------------
NAME ON EXERCISE REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ------------ -------------- --------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
J.B. Crowell............ -0- $-0- 21,000 18,000 $29,925 $37,200
Raymond E. Dellerba..... -0- -0- 12,000 28,000 13,500 44,000
David R. Brown.......... -0- -0- 9,200 5,800 11,350 13,525
John J. McCauley........ -0- -0- 5,400 9,600 15,225 27,900
William J. Lewis........ -0- -0- 1,500 6,000 1,125 4,500
</TABLE>
--------
(1) The average of the high and low prices of the Company's common stock on
December 31, 1994 on the American Stock Exchange was $10.50.

Employment Agreements. Mr. Crowell is employed as Chairman and Chief
Executive Officer of the Bank under an Employment Agreement (the "Crowell
Agreement"), which became effective on March 1, 1993, and expires on December
31, 1996. The Crowell Agreement establishes a minimum annual salary of $200,000
for all services to be rendered by Mr. Crowell to the Company and the Bank,
including in his capacity as a member of the Board of Directors of the Company
and the Bank. In addition, Mr. Crowell is entitled to earn a bonus, for each
fiscal year that he is employed, the amount of which will be determined
according to a formula based on the net income of the Bank or other measures of
Bank performance for that year. If Mr. Crowell is terminated by the Company or
the Bank without cause, he is entitled to receive a lump sum payment equal to
the lesser of twelve months' salary at the then-applicable rate, or the balance
payable for

9
<PAGE>

the remaining term of the Crowell Agreement (a "termination payment"). In the
event of a merger or reorganization where the Company or the Bank is not the
surviving party or more than fifty percent of the stock of the Company or the
Bank is converted into cash or securities, or a sale of all or substantially
all of the assets of the Company or the Bank, or the dissolution or liquidation
of the Company or the Bank (collectively, a "reorganization or dissolution"),
all outstanding options granted to Mr. Crowell vest immediately. The Crowell
Agreement may not be terminated in the event of a reorganization or
dissolution; if, however, Mr. Crowell's employment is terminated subsequent to
a reorganization or dissolution and prior to the end of the term of his
Agreement, the surviving entity in such reorganization or dissolution must pay
Mr. Crowell $200,000 per year for the lesser of one year or to age 65, but in
either event not less than the termination payment payable to Mr. Crowell
discussed above. Notwithstanding the foregoing, in the event that proceedings
for the liquidation of the Company or the Bank are commenced by regulatory
authorities, the Crowell Agreement will be terminated and Mr. Crowell will be
entitled to receive an amount equal to the termination payment discussed above.

A salary continuation program also has been established for Mr. Crowell under
which Mr. Crowell (or, in the event of his death, his heirs) will receive
$94,000 per year from the Bank for 15 years following his reaching age 65 or
his death or disability, whichever first occurs.

Mr. Dellerba is employed by the Bank as President and Chief Operating Officer
pursuant to an employment agreement that became effective February 16, 1993,
for a term which expires on December 31, 1996 (the "Dellerba Agreement"). The
Dellerba Agreement establishes a minimum annual salary of $150,000 for all
services rendered by Mr. Dellerba to the Company and the Bank, including in his
capacity as a member of the Board of Directors of the Company and the Bank. Mr.
Dellerba is also entitled to earn an annual bonus, the amount of which will be
determined according to a formula based on the Bank's earnings or other
measures of Bank performance. If Mr. Dellerba is terminated by the Company or
the Bank without cause, he is entitled to receive a termination payment equal
to six months' base salary at the then-applicable rate. The Dellerba Agreement
may not be terminated in the event of a reorganization or dissolution; if,
however, he is terminated following a reorganization or dissolution prior to
the expiration of the Dellerba Agreement, the surviving entity in such
reorganization or dissolution must pay Mr. Dellerba a lump sum equal to one
year of his then-applicable base salary. Notwithstanding the foregoing, in the
event that proceedings for the liquidation of the Company or the Bank are
commenced by regulatory authorities, the Dellerba Agreement will be terminated,
and Mr. Dellerba would be entitled to receive an amount equal to the lesser of
six months' base salary at the then-applicable rate, or the remaining balance
payable to Mr. Dellerba under the Dellerba Agreement.

Mr. Brown is presently employed with the Bank pursuant to an Employment
Agreement expiring on December 31, 1995 (the "Brown Agreement"). The Brown
Agreement establishes a minimum base salary of $95,000 per year for Mr. Brown.
In addition, Mr. Brown is entitled to receive an annual bonus pursuant to the
Officers' Incentive Plan. In the event Mr. Brown is terminated by the Bank or
any successor to the Bank without cause, he is entitled to receive a
termination payment in an amount equal to six months of his then base salary.

Compensation of Directors. Each non-employee director, other than the
Chairman of the Board, receives monthly director's fees of $1,100 and $200 for
each committee meeting attended, up to an aggregate of $2,300 per month. The
Chairman of the Board of Directors of the Company receives fees of $2,300 per
month and is entitled to the use of a Company-owned automobile. However,
pursuant to the Crowell Agreement and the Dellerba Agreement, no director fees
are paid to Messrs. Crowell and Dellerba.

10
<PAGE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Management and Incentive Committee of the Company, which functions as a
compensation committee, is comprised of four directors, Messrs. Engen and
Sodaro, who are non-employee directors, and Mr. Crowell, who is the President
and Chief Executive Officer of the Company and Chairman and Chief Executive
Officer of the Bank, and Mr. Dellerba who is an Executive Vice President of the
Company and the President and Chief Operating Officer of the Bank. Mr. Crowell
and Mr. Dellerba do not participate in proceedings or decisions of the
Management and Incentive Committee regarding their compensation, which is
subject to the approval of the full Board of Directors.

REPORT OF MANAGEMENT AND INCENTIVE COMMITTEE

The Management and Incentive Committee is a standing committee of the Board
of Directors of the Bank. The Management and Incentive Committee is responsible
for evaluating and approving compensation policies and programs for the Bank,
which employs all of the Company's executive officers, and for making
determinations regarding the compensation of the Company's executive officers,
subject to review by the full Board of Directors. In fiscal 1994 the members of
the Management and Incentive Committee were Messrs. Engen, Sodaro, Crowell, and
Dellerba.

The following report is submitted by the members of the Management and
Incentive Committee (the "Committee"), with respect to the executive
compensation policies established by the Committee and approved by the Board of
Directors of the Bank.

In establishing, and also evaluating the effectiveness of, compensation
programs for executive officers, as well as other employees of the Bank, the
Committee is guided by four basic principles:

* The Company and the Bank must be able to attract and retain highly-
qualified and experienced banking professionals with proven performance
records.

* Bonus compensation for executive officers should be tied to the Bank's
performance and condition measured in terms of the Bank's profitability,
return-on-equity, return-on-assets, and asset quality.

* The financial interests of the Company's senior executives should be
aligned with the financial interests of the shareholders, primarily
through stock option grants and other equity-based compensation programs
which reward executives for improvements in operating results and in the
market performance of the Company's common stock.

Attracting and Retaining Executives and Other Key Employees. There is
substantial competition among banks and other financial institutions and
service organizations for qualified banking professionals. In order to retain
executives and other key employees, and to attract additional well-qualified
banking professionals when the need arises, the Company strives to offer
salaries and health care, retirement and other employee benefit programs to its
executives and other key employees which are competitive with those offered by
other financial institutions and service organizations in California.

In establishing salaries for executive officers, the Committee reviews (i)
the historical performance of the executives, and (ii) available information
regarding prevailing salaries and compensation programs at banks and other
financial organizations which are comparable, in terms of asset size,
capitalization and performance, to the Company. Another factor which is
considered in establishing salaries of executive officers is the cost of living
in Southern California where the Company operates, as such cost generally is
higher than in other parts of the country.

11
<PAGE>

In order to attract and retain highly-qualified banking professionals in the
face of competition for their services from other financial institutions, the
Committee believes that it is sometimes prudent, if not necessary, to enter
into multi-year employment contracts with senior executives. The Committee
believes that such contracts benefit the Company because, among other things,
they operate to preclude competing financial institutions from seeking to hire
away valued executives from the Company. In order to mitigate potential adverse
consequences to the Bank of multi-year contracts, the Company utilizes
performance-based compensation programs to provide incentives to such
executives for extraordinary efforts that will contribute to improved operating
results for the Company. In addition, the contracts contain provisions that
permit the Company to terminate an executive's employment, at any time, without
cause, subject to the payment of a severance benefit equal to between six and
twelve months' salary.

In accordance with the practice of offering multi-year contracts to retain
the services of senior executives, in 1993 the Bank entered into a multi-year
employment agreement with J.B. Crowell, who has served as the Bank's Chief
Executive Officer since the founding of the Bank in 1972 and whose prior
employment contract expired in 1993. Under that employment agreement, Mr.
Crowell's base annual salary is $200,000, the amount of which was determined
based on prevailing salaries being paid by financial institutions in Southern
California to chief executives with experience comparable to Mr. Crowell's, Mr.
Crowell's long tenure with the Bank and the continuity and stability of
management that Mr. Crowell's retention as Chief Executive Officer provides to
both the Company and the Bank.

Since February 1993 Raymond E. Dellerba, an experienced banking executive,
has been employed by the Bank as its President and Chief Operating Officer
under a multi-year employment agreement which is consistent, in its terms and
operation, with the employment agreements that the Bank has with other
executives. The annual salary established for Mr. Dellerba was based on a
review of prevailing compensation rates in Southern California for banking
executives with Mr. Dellerba's experience.

Performance-Based Compensation. The Committee believes that a senior
executive's annual bonus compensation should be made dependent on the Bank's
profitability and performance measured against annual performance goals
established for the Bank by the Board of Directors. As a result, an Officers'
Incentive Plan has been established under which the annual compensation, in
excess of annual salaries, that is payable to the Named Officers, other than
Mr. Crowell and Mr. Dellerba, is made dependent on the achievement by the Bank
of annual profitability and other performance goals. In addition, although Mr.
Crowell and Mr. Dellerba do not participate in that Plan, the Committee's
policy is to award compensation to them, in excess of their annual salary, if
the Bank achieves or exceeds the annual performance goals established under the
Officers' Incentive Plan.

The Committee has identified several performance factors which affect a
bank's profitability and long term performance, including asset growth, the
quality of the Bank's assets, which consist primarily of loans, and the volume
and mix of deposits which affect the Bank's net interest margin or "spread."
Annual performance goals in each of these areas, as well as goals for
profitability, measured in terms of net earnings, return on equity and return
on assets, are established and weighted, in terms of their importance to the
Bank's performance and financial condition, and if the performance goals are
achieved or exceeded, a percentage of the Bank's earnings in excess of the
minimum earnings goal established for the year is set aside as a pool from
which bonuses are paid. Generally, the more senior the position held by an
executive, the greater the allocation that is made to him or her because,
generally, his or her performance has a greater impact on the Bank's
performance.

As a result of the Committee's policy to award bonus compensation to
executive officers when the Bank achieves or exceeds annual performance goals
and the performance-based bonus programs that have been adopted to implement
that policy, executive compensation generally will be higher in those years in
which the Bank achieves or exceeds annual performance goals. On the other hand,
in years in which the Bank has experienced lower than anticipated profit
growth, bonuses and, as a result, total executive compensation tend to be
lower. In 1994, cash bonuses, together with contingent bonuses the payment of
which is dependent on

12
<PAGE>

the Bank's performance in 1995 and 1996, were awarded by action of the
Committee to Messrs. Crowell and Dellerba based on the Bank's performance in
1994, rather than on bonus formulas in their employment agreements, because the
Bank exceeded the performance goals established for 1994. Cash and contingent
bonuses also were awarded to the other executive officers under the Officers'
Incentive Plan as a result of the Bank's performance in 1994. By comparison in
1993, during which performance goals were not achieved, no cash bonuses were
awarded to Mr. Crowell or any other of the Named Officers, with the exception
of Mr. McCauley who received incentive compensation in the form of commissions
related to the production of SBA loans.

Stock Options and Equity-Based Programs. In order to align the financial
interests of senior executives and other key employees with those of the
shareholders, the Company grants stock options to its senior executives and
other key employees on a periodic basis and makes contributions, for the
account of its officers and other employees, to an Employee Stock Ownership
Plan (the "ESOP"). Stock option grants reward senior executives and other key
employees for performance that results in improved market performance of the
Company's stock, which directly benefits all shareholders. Moreover, generally,
options become exercisable in cumulative annual installments, usually over a
five-year period. The Committee believes that this feature of the option grants
not only provides an incentive for senior executives to remain in the employ of
the Company or the Bank, but also makes longer term growth in share prices
important for the executives who receive stock options.

Rolf J. Engen
Donald E. Sodaro
J.B. Crowell
Raymond E. Dellerba

Notwithstanding anything to the contrary set forth in the Company's previous
filings under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, that might incorporate future filings,
including this Proxy Statement, in whole or in part, the foregoing Report, and
the Performance Graph on page 14, shall not be incorporated by reference into
any such filings.

13
<PAGE>

COMPANY PERFORMANCE

The following graph shows a five-year comparison of cumulative total returns
for the Company, the S&P 500 composite index and an index of peer group
companies published in the Montgomery Securities Western Bank Monitor.

COMPARISON OF CUMULATIVE TOTAL RETURN
(ELDORADO BANCORP, S&P 500, PEER GROUP)

<TABLE>
<CAPTION>
SOUTHERN LOS ANGELES
CALIFORNIA & SOUTH
Measurement Period ELDORADO S&P PROXY PROXY
(Fiscal Year Covered) BANK 500 INDEX PEER GROUP PEER GROUP
------------------- ---------- --------- ---------- -----------
<S> <C> <C> <C> <C>
Measurement Pt-1989 $100 $100 $100 $100
FYE 1990 $ 61.18 $93.44 $ 87.13 $ 86.42
FYE 1991 $ 68.49 $118.02 $ 72.95 $ 67.22
FYE 1992 $ 70.91 $123.29 $ 71.41 $ 61.76
FYE 1993 $ 56.13 $131.99 $ 84.59 $ 71.41
FYE 1994 $ 79.04 $129.96 $ 95.48 $ 80.37
</TABLE>

Source: Montgomery Securities Western Bank Monitor

The total cumulative return on investment (change in the period-end stock
price plus reinvested dividends) for each of the periods for the Company, the
S&P Composite and the peer group companies is based on the stock price or
composite index at the end of fiscal 1989.

The graph above compares the performance of the Company with that of (i) the
S&P 500 Composite Index; (ii) an index, published in the Montgomery Securities
Western Bank Monitor, which is made up of 16 banks and bank holding companies,
including the Company, that are based and conduct business entirely or
primarily in Southern California; and (iii) an index of banks listed in the
Montgomery Securities Western Bank Monitor, made up of 13 banks and bank
holding companies, including the Company, that are based and conduct business
entirely or primarily in Los Angeles and Southern California.

14
<PAGE>

PROPOSAL TWO
APPROVAL OF THE COMPANY'S 1995 STOCK OPTION PLAN

At the Annual Meeting, shareholders will vote on approval of the 1995 Stock
Option Plan (the "1995 Plan"), which provides for the issuance of options to
purchase up to 130,000 shares of Common Stock to directors, officers and key
employees of the Company and the Bank. The purposes of the 1995 Plan are to
enable the Company to attract and retain the services of persons of high
ability and to motivate such persons by providing them with an equity
participation in the Company. With the approval of the shareholders, similar
stock option plans have been adopted in the past for these same purposes.
However, only about 9,300 shares remain available for issuance of options under
those plans and, in order to continue to be able to further the purposes for
which those stock option plans were adopted, in January 1995 the Board of
Directors adopted the 1995 Plan, subject to the approval of the shareholders at
the Annual Meeting.

VOTE REQUIRED; BOARD OF DIRECTORS RECOMMENDATION

The affirmative vote of a majority of the shares of the Company's Common
Stock present in person or represented by proxy at the Annual Meeting of
Shareholders and entitled to vote is required for approval of the 1995 Plan.
Under applicable California law, an abstention will be counted in determining
the presence of a quorum and will have the same effect as a vote against the
proposal and a broker non-vote will not be counted in determining the presence
of a quorum and will have no effect on the outcome of the proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
PROPOSAL TO APPROVE THE 1995 PLAN. Proxies solicited by the Board of Directors
will be voted "FOR" the proposal unless a vote against the proposal or an
abstention is specifically indicated.

The following description of the 1995 Plan is qualified in its entirety by
reference to the complete text of the 1995 Plan, a copy of which is attached as
Appendix A to this Proxy Statement.

GENERAL NATURE OF THE 1995 PLAN

The 1995 Plan provides for the grant of options to purchase up to 130,000
shares of Common Stock to directors, officers and key employees of the Company
and its subsidiaries, including the Bank. Options granted under the 1995 Plan
may be either "incentive stock options," within the meaning of Section 422 of
the Internal Revenue Code, or "nonqualified stock options," as determined by
the Management and Incentive Committee at the time of grant. Incentive stock
options, however, may not be granted to any person who is not an officer or
employee of the Company or its subsidiaries.

The 1995 Plan is not subject to any of the provisions of the Employment
Retirement Income Security Act of 1974 ("ERISA") and is not a qualified
deferred compensation plan under Section 401(a) of the Internal Revenue Code.

ADMINISTRATION

The 1995 Plan is administered by the Management and Incentive Committee of
the Board of Directors of the Bank (the "Committee"). The Committee has broad
discretion, subject to the terms of the 1995 Plan, to determine who is entitled
to receive options under the 1995 Plan, the terms and conditions on which
options are to be granted, the vesting periods and the number of shares of
Common Stock subject to options. Determinations by the Committee (or the Board
of Directors, as the case may be) as to all matters of interpretation of the
1995 Plan are final and binding upon all participants and prospective
participants of the 1995 Plan.

15
<PAGE>

ELIGIBILITY

Incentive Options. Officers and other key employees of the Company or any
parent or subsidiary of the Company (including directors if they also are
employees of the Company or a parent or subsidiary of the Company), as may be
determined by the Board of Directors or the Committee, who qualify for
incentive stock options under the applicable provisions of the Internal Revenue
Code, will be eligible for selection to receive incentive options under the
1995 Plan. An employee who has been granted an incentive option may, if
otherwise eligible, be granted an additional incentive option or options and
receive nonqualified options if the Board of Directors or Committee so
determines. The 1995 Plan provides that the aggregate fair market value of the
shares of Common Stock with respect to which incentive stock options held by
any optionee (whether granted under the 1995 Plan or under any other stock
option plan of the Company) may become exercisable for the first time in any
year cannot exceed $100,000. For this purpose, fair market value is determined
using the exercise price of the incentive stock options. In the event this
$100,000 limitation is exceeded, any incentive stock options held by an
optionee in excess of this limitation will be treated as nonqualified stock
options.

Nonqualified Options. Officers and other key employees of the Company or any
subsidiary of the Company and any member of the Board of Directors, whether he
or she is employed by the Company or any subsidiary, are eligible to receive
nonqualified options under the 1995 Plan. An individual who has been granted a
nonqualified option may, if otherwise eligible, be granted an incentive option
or an additional nonqualified option or options if the Board of Directors or
Committee so determines.

Subject to the foregoing limitations applicable to incentive options and the
total number of shares reserved for issuance under the 1995 Plan, no maximum or
minimum limitation exists with respect to the number of shares of Common Stock
for which stock options may be granted or offered to any one person under the
1995 Plan. The approximate number of persons who currently are eligible to
receive options under the 1995 Plan is 148, of which 13 are executive officers
or directors.

TERMS AND CONDITIONS OF OPTIONS

Exercise Price. The exercise price of the shares of Common Stock covered by
each incentive and nonqualified option granted under the 1995 Plan shall not be
less than the fair market value of such shares on the date on which the option
is granted. In addition, the exercise price of incentive options granted under
the 1995 Plan to any person who, at the time of grant, owns or is deemed to own
stock possessing more than 10% of the combined voting power of all classes of
the Company's stock or of its parent or any subsidiary corporation of the
Company, shall not be less than 110% of the fair market value of the shares
underlying such options on the date of grant. In all events, the fair market
value shall be, if the Common Stock is not listed or admitted to trading on a
stock exchange but is traded in the over-the-counter market, the closing sale
price in the NASDAQ National Market System on the date on which the incentive
option or nonqualified option is granted or the average of the closing bid and
asked prices on such date as reported by NASDAQ or similar entity, or, if the
Common Stock is then listed or admitted to trading on any stock exchange, the
closing sale price on such day on the principal stock exchange on which the
Common Stock is then listed or admitted to trading, or, if no sale takes place
on such day on such principal exchange, then the closing sale price of the
Common Stock on such exchange on the next preceding day on which a sale
occurred. During such times as no market price is available, the fair market
value of the Common Stock will be determined by the Board of Directors or the
Committee, as the case may be, which shall consider, among other facts that it
considers to be relevant, the book value of the Common Stock and the earnings
of the Company. The exercise price or the purchase price, as the case may be,
will be subject to the anti-dilution provisions of the 1995 Plan.

Payment. Payment for shares upon exercise of an option must be made in full
at the time of exercise and shall be (i) in United States dollars in cash or
check; (ii) subject to any legal restriction against the Company's acquisition
or purchase of shares of the Company's Common Stock, by delivery of shares of
the Company's Common Stock which shall be deemed to have a value equal to the
aggregate fair market value

16
<PAGE>

of such shares determined on the date of exercise as described in the
immediately preceding paragraph hereof; (iii) provided that a public market for
the Company's Common Stock exists, through a "same day sale" commitment from
the optionee and a broker-dealer that is a member of the National Association
of Securities Dealers (an "NASD Dealer") whereby the optionee irrevocably
elects to exercise the option and to sell a portion of the shares so purchased
to pay for the exercise price and whereby the NASD Dealer forwards the exercise
price directly to the Company, (iv) provided that a public market for the
Company's Common Stock exists, through a "margin" commitment from the optionee
and an NASD Dealer whereby the optionee irrevocably elects to exercise the
option and to pledge the shares so purchased to the NASD Dealer in a margin
account as security for a loan from the NASD Dealer in the amount of the
exercise price, and whereby the NASD Dealer forwards the exercise price
directly to the Company, or (v) any combination of the foregoing methods of
payment and/or any other consideration or method of payment as shall be
permitted by applicable corporate law.

Exercise of Options. The Committee has discretionary authority at the time an
option is granted under the 1995 Plan to determine when and in what increments
shares covered by the option may be purchased. An option may be granted on
terms providing that it will be exercisable either in whole or in part at any
time during its term or only in specified percentages at stated time periods or
intervals during the term of the option. The Committee also may accelerate any
optionee's right to exercise options granted under the 1995 Plan.

Term of Options. The term of each option or right of purchase granted under
the 1995 Plan is determined by the Committee at the time the option or right of
purchase is granted; provided, however, that no option or right of purchase
granted under the 1995 Plan may have a term in excess of five years.

Non-Transferability. Options granted under the 1995 Plan are not transferable
by any optionee during the optionee's lifetime, except that nonqualified
options may be transferred during the life of an optionee pursuant to a
qualified domestic relations order. Upon an optionee's death, incentive and
nonqualified stock options that have previously become exercisable may be
transferred by will or the laws of descent and distribution.

Termination of Employment Other Than by Death. In the event that an optionee
who is an employee of the Company ceases to be employed by the Company or a
parent or any subsidiary corporation of the Company, for any reason other than
his or her death, (i) all incentive options granted to any such optionee
pursuant to the 1995 Plan that are not exercisable at the date of such
cessation will terminate immediately and become void and of no effect and (ii)
all incentive options granted to any such optionee pursuant to the 1995 Plan
that are exercisable at the date of such cessation may be exercised at any time
within three (3) months of the date of such cessation, but in any event no
later than the date of expiration of the incentive option period, and, if not
so exercised within such time, will become void and of no effect at the end of
such time. In the event that an optionee who is an employee of the Company
ceases to be employed by or, in the case of an employee-director, shall cease
to be both an employee and a director of the Company or any of its subsidiaries
for any reason other than his or her death, or, in the event that an optionee
who is a director but not an employee of the Company or any subsidiary ceases
to be a director of the Company for any reason other than his or her death, (a)
all nonqualified options granted to any such optionee pursuant to the 1995 Plan
that are not exercisable at the date of such cessation will terminate
immediately and become void and of no effect and (b) all nonqualified options
granted to any such optionee pursuant to the 1995 Plan that are exercisable at
the date of such cessation may be exercised at any time within three (3) months
of the date of such cessation but in any event no later than the date of
expiration of the nonqualified option period, and, if not so exercised within
such time, will become void and of no effect at the end of such time.

Termination by Reason of Death. Generally, in the event of the termination of
an optionee's employment (or position as a director in the case of a non-
employee director) by reason of his or her death, the options granted to such
optionee under the 1995 Plan that are exercisable on the date of death may be
exercised at any time within twelve (12) months after the optionee's death but
in any event no later than the expiration date of the option by the executors
or administrators of such optionee's estate or any person or persons who have
acquired such optionee's options by bequest or inheritance.

17
<PAGE>

OPTION GRANTS UNDER 1995 PLAN

As of February 28, 1995 nonqualified options to purchase 3,000 shares of
Common Stock had been granted under the 1995 Plan to each of Lynne Pierson Doti
and Warren D. Fix, both of whom are non-employee directors of the Company and
the Bank. Such options were granted at an exercise price of $11.00 per share
and expire on February 15, 2000. These grants are subject to shareholder
approval of the 1995 Plan.

ADJUSTMENTS UPON CHANGES OF CAPITALIZATION AND REORGANIZATIONS

In the event that the number of outstanding shares of Common Stock of the
Company are, while the 1995 Plan is in effect, increased, decreased, changed
into or exchanged for a different number or kind of shares or other securities
of the Company by reason of a stock split, reverse stock split, stock dividend,
reclassification or similar change in the capital structure of the Company,
appropriate adjustments shall be made by the Committee in the aggregate number
and kind of shares subject to the 1995 Plan, and the number and kind of shares
and the price per share subject to outstanding options, to preserve, but not to
increase, the benefits to persons then holding options.

In the event that the Company at any time proposes to merge into, consolidate
with or enter into any other reorganization (including the sale of
substantially all of its assets) in which the Company is not the surviving
corporation, or, if the Company is to be the surviving corporation but the
shareholders immediately prior to such merger, consolidation or reorganization
will own less than a majority of the shares of the Company immediately
thereafter, the 1995 Plan and all unexercised incentive options and
nonqualified options granted thereunder shall terminate upon the effective date
of such transaction unless a successor corporation assumes the outstanding
incentive options and nonqualified options, provides substantially similar
consideration to the holders of such incentive options and nonqualified options
as was provided to the shareholders of the Company (after taking into account
the existing provisions of the option holders' options, but treating all
outstanding incentive options and nonqualified options as though they were then
fully vested) or substitutes substantially equivalent options covering shares
of the successor corporation. If provision is not made for the assumption of or
substitution for outstanding incentive options and nonqualified options, or for
the payment of substantially equivalent consideration to the option holders,
then the Committee shall cause written notice of the proposed transaction to be
given to the persons holding incentive options and nonqualified options not
less than 30 days prior to the anticipated effective date of the proposed
transaction, all incentive options and nonqualified options shall be
accelerated (subject to completion of the proposed transaction) and, concurrent
with the effective date of the proposed transaction, such persons shall have
the right to exercise their incentive options and nonqualified options in
respect of any or all shares then subject thereto, without regard to any
vesting provisions.

AMENDMENT AND TERMINATION OF THE 1995 PLAN

The Board of Directors may from time to time alter, amend, suspend or
terminate the 1995 Plan in such respects as the Board of Directors may deem
advisable; provided, however, that no such alteration, amendment, suspension or
termination shall be made that would substantially affect or impair the rights
of any person under any incentive option or nonqualified option theretofore
granted to such person without his or her consent. Without limiting the
generality of the foregoing, to the extent permitted by applicable law, the
Board of Directors may alter or amend the 1995 Plan to comply with requirements
under the Internal Revenue Code relating to incentive options or nonqualified
options or other options that give the optionee more favorable tax treatment
than that applicable to options granted under the 1995 Plan as of the date of
its adoption. Upon any such alteration or amendment, to the extent permitted by
applicable law, any outstanding option granted under the 1995 Plan will be
subject to the more favorable tax treatment afforded to an optionee pursuant to
such terms and conditions as the Board of Directors or Committee may determine.

Unless previously terminated by the Board of Directors, the 1995 Plan
terminates on January 17, 2005.

18
<PAGE>

SUMMARY OF FEDERAL INCOME TAX CONSEQUENCES

The following is a brief description of the federal income tax consequences
of participation in the 1995 Plan. State and local income taxes, which may vary
from locality to locality, are not discussed.

Incentive Options. No taxable income is recognized by an optionee or the
Company upon either the grant or exercise of an incentive stock option. When an
optionee sells or otherwise disposes of the shares acquired upon the exercise
of an incentive stock option, the entire gain or loss realized will be treated
as long-term capital gain if the disposition occurs more than one year after
the option was exercised and more than two years after the date of grant of the
option. If, however, the disposition occurs before either the one-year or two-
year periods have elapsed (a "disqualifying disposition"), any gain realized
will be taxed as ordinary income in an amount equal to the difference between
the option price and either the fair market value of the shares at the time of
exercise or the sale price, whichever is less, and the balance, if any, will be
treated as capital gain. Any loss realized upon a disqualifying disposition
will be treated as a capital loss. Special rules may apply in specific
circumstances, such as the use of already-owned stock to exercise an incentive
stock option. The Company will be entitled to a deduction for federal income
tax purposes only to the extent that an optionee recognizes ordinary income
upon a disqualifying disposition of shares, provided that the applicable
withholding requirements are satisfied. The difference between the option price
and the fair market value of the shares acquired at the time of exercise of an
incentive stock option will be an item of tax preference to an optionee for
purposes of computing the alternative minimum tax under Section 56 of the
Internal Revenue Code.

Nonqualified Options. No taxable income is recognized by an optionee upon the
grant of a nonqualified stock option. Upon exercise, however, the purchaser
will recognize ordinary income in the amount by which the fair market value of
the shares purchased exceeds, on the date of exercise, the purchase price paid
for such shares. The Company is entitled to a tax deduction in an amount equal
to the ordinary income recognized by the optionee, provided that the applicable
withholding requirements are satisfied.

CERTAIN TRANSACTIONS

The Bank has had, and expects to have in the future, banking transactions in
the ordinary course of its business with directors, principal shareholders and
their associates on substantially the same terms, including interest rates and
collateral securing the loans, as those prevailing at the same time for
comparable transactions with unaffiliated persons, and which do not involve
more than the normal risk of collectability, nor present other unfavorable
features. The largest aggregate amount of loans which the Bank had outstanding
to directors of the Bank and their associates during the year ended December
31, 1994 was $2,542,949, which represented 9.0% of the Bank's equity capital at
the time such loans were outstanding and includes $238,601 of unused borrowing
capacity under lines of credit established by the Bank.

COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

Based upon its review of the copies of reporting forms furnished to the
Company, or written representations that no annual Form 5 reports were
required, the Company believes that all filing requirements under Section 16(a)
of the Securities Exchange Act of 1934 applicable to its directors, officers
and any persons holding ten percent or more of the Company's Common Stock with
respect to the Company's fiscal year ended December 31, 1994, were satisfied.

19
<PAGE>

INDEPENDENT PUBLIC ACCOUNTANTS

KPMG Peat Marwick was selected by the Board of Directors as the Company's
independent public accountants for the fiscal year ended December 31, 1994. The
Company has not yet selected auditors for the fiscal year ending December 31,
1995. It is anticipated that a representative of KPMG Peat Marwick will attend
the meeting, will have an opportunity to make a statement and will be available
to respond to appropriate questions.

SHAREHOLDER PROPOSALS

Any shareholder desiring to submit a proposal for action at the 1996 Annual
Meeting of Shareholders which is desired to be presented in the Company's Proxy
Statement with respect to such meeting should arrange for such proposal to be
delivered to the Company at its principal place of business no later than
November 24, 1995. Matters pertaining to such proposals, including the number
and length thereof, the eligibility of persons entitled to have such proposals
included and other aspects are regulated by the Securities Exchange Act of
1934, Rules and Regulations of the Securities and Exchange Commission and other
laws and regulations to which interested persons should refer.

OTHER MATTERS

Management is not aware of any other matters to come before the meeting. If
any other matter not mentioned in this Proxy Statement is brought before the
meeting, the person named in the enclosed form of proxy will have discretionary
authority to vote all proxies with respect thereto in accordance with their
judgment.

By Order of the Board of Directors

Elaine P. Crouch
Secretary

March 30, 1995

The Annual Report to Shareholders of the Company for the fiscal year ended
December 31, 1994, is being mailed concurrently with this Proxy Statement to
all shareholders of record as of February 28, 1995. The Annual Report is not to
be regarded as proxy soliciting material or as a communication by means of
which any solicitation is to be made.

COPIES OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K, TO BE FILED ON OR BEFORE MARCH 31, 1995, WILL BE
PROVIDED TO SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO THE SECRETARY,
ELDORADO BANCORP, C/O ELDORADO BANK ADMINISTRATION, 19100 VON KARMAN, SUITE
550, IRVINE, CALIFORNIA 92715.

20
<PAGE>

APPENDIX A

ELDORADO BANCORP

1995 STOCK OPTION PLAN

A. Purposes of the Plan. The purposes of this 1995 Stock Option Plan (the
"Plan") are to attract and retain high quality personnel and to provide
incentives to such personnel and other selected persons to promote the business
and financial success of Eldorado Bancorp and its subsidiaries (collectively,
the "Company").

B. Types of Stock Options and Grants. To accomplish these purposes, the
Company is authorized under this Plan to:

a. grant incentive stock options ("Incentive Options") within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"); and

b. grant stock options that do not qualify as Incentive Options
("Nonqualified Options").

Unless the context clearly indicates otherwise, the term "Option" shall mean
an option to purchase Common Stock of the Company and shall include both
Incentive Options and Nonqualified Options.

C. Shares Subject to the Plan. The stock issuable under this Plan shall be
shares of the Company's authorized but unissued or reacquired Common Stock
("Common Stock"). The total number of shares of Common Stock which may be
issued under this Plan shall not exceed, in the aggregate, 130,000 shares,
subject to adjustment as provided in Section H below. If any Option granted
under this Plan can no longer be exercised for any reason, the shares of Common
Stock allocable to the unexercised portion of such Option may again be subject
to grant under the Plan.

D. Eligibility.

1. INCENTIVE OPTIONS. Officers and other key employees of the Company or
any parent or subsidiary corporation of the Company (including directors if
they are also employees of the Company, or a parent or subsidiary
corporation) are eligible for selection to receive Incentive Options under
the Plan.

2. NONQUALIFIED OPTIONS. Officers, key employees and members of the Board
of Directors (whether or not employed by the Company) of the Company or of
any parent or subsidiary corporation of the Company, are eligible to be
selected to receive Nonqualified Options under the Plan.

E. Administration of the Plan.

1. COMMITTEE. This Plan shall be administered by the Board of Directors
of the Company (the "Board") or by a committee consisting of two (2) or
more directors (the "Committee") appointed from time to time by the Board.
As hereinafter used in this Plan, the term "Committee" shall refer to the
Board if no Committee is then designated.

2. POWERS OF THE COMMITTEE. The Committee shall have full authority, in
its discretion: (i) to determine the persons to whom, and the time or times
at which, Incentive Options and Nonqualified Options shall be granted, the
number of shares to be included therein and the consideration to be
received by the Company upon the exercise thereof; (ii) to interpret the
Plan; (iii) to prescribe, amend and rescind rules and regulations relating
to the Plan; (iv) to determine the form, content, terms and conditions of
Options to be offered under the Plan; (v) to determine the identity or
capacity of any persons who may be entitled to exercise a participant's
rights under the Plan; (vi) to correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any grant thereunder; (vii)
to accelerate the exercise date of any Option; (viii) to modify or amend
any Option agreement (with the consent of the holder thereof); and (ix) to
make all other determinations necessary or advisable for the administration
of the Plan, but only to the extent not contrary to the express provisions
of the Plan. Any action, interpretation or determination by the Committee
with respect to the Plan shall be final and binding on all participants and
prospective participants.
<PAGE>

F. Option Price.

1. PRICE. The exercise price of Options shall not be less than 100% of
the fair market value of such shares on the date the Option is granted.
Notwithstanding the foregoing, the exercise price of an Incentive Option
granted under the Plan to any person who, at the time of grant, owns or is
deemed to own (by reason of the attribution rules applicable under Section
424(d) of the Code) stock possessing more than 10% of the total combined
voting power of all classes of stock of the Company or any parent or
subsidiary corporation of the Company (a "Ten Percent Shareholder"), shall
not be less than 110% of the fair market value of such shares on the date
such Incentive Option is granted. To the extent that an Incentive Option
fails in whole or in part to qualify as an Incentive Option because such
limitations applicable to a Ten Percent Shareholder are not met, such
Incentive Option shall, to that extent, constitute a Nonqualified Option.
The exercise price shall be subject to adjustment as provided in Section H
below.

2. FAIR MARKET VALUE. The "fair market value" of a share of Common Stock
on a specified date shall be determined by the Committee. If the shares of
Common Stock are publicly traded, the "fair market value" as of such date
shall be the closing price of a share of Common Stock on the principal
exchange on which shares of the Company's Common Stock are listed on such
date, or if shares were not traded on such date, then on the next preceding
day during which a sale occurred; or, if the shares are not so listed but
are traded in the over-the-counter market, the closing sale price in the
NASDAQ National Market System or the average of the closing bid and asked
prices on such date as reported by NASDAQ or similar entity; or, if none of
the above is applicable, the value of a share as determined by the
Committee in good faith for such date using any reasonable method of
evaluation, which determination shall be conclusive and binding on all
interested parties.

G. Terms and Conditions of Options. Each Option granted pursuant to this Plan
shall be evidenced by a written Option Agreement which shall specify whether
the Option is an Incentive Option or Nonqualified Option, the number of shares
included therein and the exercise price per share. Each Option Agreement shall
be in such form (which need not be the same for each optionee) and contain such
provisions as the Committee shall from time to time approve, but shall comply
with and be subject to the following terms and conditions:

1. PAYMENT OF EXERCISE PRICE. The form of consideration payable upon
exercise of an Option, including the method of payment, shall be determined
by the Committee in its sole discretion (and, in the case of an Incentive
Option, shall be determined at the time of grant) and may consist of: (i)
cash, (ii) check, (iii) other shares of Common Stock of the Company owned
by the optionee having a fair market value on the date of exercise equal to
the aggregate exercise price of the shares as to which such Option is
exercised, (iv) provided that a public market for the Company's Common
Stock exists, through a "same day sale" commitment from the optionee and a
broker-dealer that is a member of the National Association of Securities
Dealers (an "NASD Dealer") whereby the optionee irrevocably elects to
exercise the Option and to sell a portion of the shares so purchased to pay
for the exercise price and whereby the NASD Dealer forwards the exercise
price directly to the Company, (v) provided that a public market for the
Company's Common Stock exists, through a "margin" commitment from the
optionee and an NASD Dealer whereby the optionee irrevocably elects to
exercise the Option and to pledge the shares so purchased to the NASD
Dealer in a margin account as security for a loan from the NASD Dealer in
the amount of the exercise price, and whereby the NASD Dealer forwards the
exercise price directly to the Company, or (vi) any combination of the
foregoing methods of payment and/or any other consideration or method of
payment as shall be permitted by applicable corporate law.

2. TERM OF OPTION. Each Option granted under the Plan shall expire within
a period of not more than five (5) years from the date of grant.

3. VESTING OF OPTIONS. Each Option shall vest (i.e., become exercisable)
in one or more installments at such times and under such conditions as
shall be specified in the Option Agreement at the time of grant. The
Committee may, in its discretion, accelerate the date of vesting of any
such installments.

<PAGE>

4. NONTRANSFERABILITY OF OPTIONS. No Option shall be assignable or
transferable except by will or the laws of descent and distribution, and
during the life of the optionee shall be exercisable only by such optionee;
provided, however, that a Nonqualified Option may be transferred pursuant
to a "qualified domestic relations order" (as defined in the Code).

5. LIMITATION ON INCENTIVE OPTIONS. Notwithstanding any other provisions
of the Plan, the aggregate fair market value (determined in accordance with
the provisions of Section F(2) above at the time the Option is granted) of
the shares of Common Stock with respect to which Incentive Options are
exercisable for the first time by an optionee during any calendar year
(under this Plan and all other incentive stock option plans of the Company
and its parent and subsidiary corporations) shall not exceed $100,000. To
the extent that an Incentive Option fails in whole or in part to qualify as
an Incentive Option because such annual limitations are exceeded, such
Incentive Option shall, to that extent, constitute a Nonqualified Option.

6. OTHER PROVISIONS. Any Option Agreement may contain such other terms,
provisions and conditions which are not inconsistent with the provisions of
this Plan, as the Committee in its discretion may determine.

H. Adjustments Upon Changes in Capital Structure, Merger, Etc.

1. In the event that the number of outstanding shares of Common Stock of
the Company are increased, decreased, changed into or exchanged for a
different number or kind of shares or other securities of the Company by
reason of a stock split, reverse stock split, stock dividend,
reclassification or similar change in the capital structure of the Company,
appropriate adjustments shall be made by the Committee in the aggregate
number and kind of shares subject to this Plan, and the number and kind of
shares and the price per share subject to outstanding Options, to preserve,
but not to increase, the benefits to persons then holding Options.

2. In the event that the Company at any time proposes to merge into,
consolidate with or enter into any other reorganization (including the sale
of substantially all of its assets) in which the Company is not the
surviving corporation, or, if the Company is to be the surviving
corporation but the shareholders of the Company immediately prior to such
merger, consolidation or reorganization will own less than a majority of
the shares of the Company immediately thereafter, the Plan and all
unexercised Options shall terminate upon the effective date of such
transaction unless a successor corporation assumes the outstanding Options,
provides substantially similar consideration to the Option holders as was
provided to the shareholders of the Company (after taking into account the
existing provisions of the Option holders' Options, but treating all
outstanding Options as though they were then fully vested) or substitutes
substantially equivalent options covering shares of the successor
corporation. If provision is not made for the assumption of or substitution
for outstanding Options, or for the payment of substantially equivalent
consideration to the Option holders, then the Committee shall cause written
notice of the proposed transaction to be given to the persons holding
Options not less than 30 days prior to the anticipated effective date of
the proposed transaction, all Options shall be accelerated (subject to
completion of the proposed transaction) and, concurrent with the effective
date of the proposed transaction, such persons shall have the right to
exercise their Options in respect of any or all shares then subject
thereto, without regard to any vesting provisions.

I. Conditions to Issuance of Stock.

1. The Company shall not be required to issue or deliver any shares with
respect to an Option unless the exercise of such Option and the issuance
and delivery of such shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, state securities laws,
the Securities Act of 1933, as amended, the Securities Exchange Act of
1934, as amended, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the Company's Common Stock
may then be listed.
<PAGE>

2. As a condition to the exercise of an Option, the Company may require
the person exercising such Option to represent and warrant at the time of
any such exercise that the shares are being purchased for investment only
and without any present intention to sell or distribute such shares if, in
the opinion of counsel for the Company, such a representation is required
by any of the aforementioned relevant provisions of law.

J. Rights as Shareholder. A person to whom an Option has been granted shall
have no rights or privileges as a shareholder with respect to any shares
covered by such Option until certificates representing such shares have been
issued by the Company, notwithstanding the exercise of such Option. No
adjustment will be made for dividends or other rights for which the record date
is prior to the date the stock certificate is issued, except as provided in
Section H of this Plan.

K. Continuance of Employment. Nothing in this Plan or the granting of any
Option shall confer on any optionee any right to continue in the employment of,
or other relation with, the Company or any parent or subsidiary corporation of
the Company, or limit in any way the right of the Company or any parent or
subsidiary corporation of the Company to terminate the optionee's employment or
other relationship at any time, with or without cause.

L. Effective Date and Duration of Plan. This Plan shall become effective upon
the earlier of either its adoption by the Board of Directors or its approval by
the shareholders of the Company. However, unless the Plan is approved by the
shareholders of the Company within twelve (12) months before or after the date
of the Board's adoption of the Plan, the Plan and all Options granted hereunder
shall be cancelled. No Option may be exercised prior to and unless such
shareholder approval is obtained. Unless previously terminated by the Board,
the Plan shall terminate ten (10) years after it becomes effective, and no
Option may be granted under the Plan thereafter, but such termination shall not
affect any Option granted prior to such date.

M. Amendment and Termination of the Plan. The Board of Directors may at any
time amend, modify, suspend or terminate the Plan. No amendment, modification
or termination of the Plan shall affect or impair any rights or obligations
under any Option granted prior to the date of such amendment, modification or
termination without the consent of the holder of such Option.

N. Dates of Adoption.

Date adopted by the Board of Directors: January 18, 1995.

Date approved by the Shareholders: April , 1995.

<PAGE>

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PROXY CARD ELDORADO BANCORP
PROXY SOLICITED BY THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS
APRIL 26, 1995
The undersigned hereby nominates, constitutes and appoints George H. Wells,
Donald E. Sodaro and J.B. Crowell, and each of them, individually, the
attorney, agent and proxy of the undersigned, with full power of substitution,
to vote all stock of ELDORADO BANCORP (the "Company") which the undersigned is
entitled to represent and vote at the 1995 Annual Meeting of Shareholders of
the Company to be held at the Administrative Offices of Eldorado Bank, 19100
Von Karman, Suite 120, Irvine, California, on April 26, 1995 at 9:00 A.M., and
at any and all adjournments or postponements thereof, as fully as if the
undersigned were present and voting at the meeting, as follows:

THE DIRECTORS RECOMMEND A VOTE "FOR" PROPOSAL NO. 1 AND PROPOSAL NO. 2
1. ELECTION OF DIRECTORS:
[_]FOR all nominees listed below [_]WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees
contrary below) listed below

Michael B. Burns, J.B. Crowell, Raymond E. Dellerba, Lynne Pierson Doti,
Rolf J. Engen, Warren Finley, Warren D. Fix, A. J. Sfingi, Donald E. Sodaro
and George H. Wells.
(INSTRUCTION: To withhold authority to vote for any nominee, print that
nominee's name in the space provided below.)
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2. APPROVAL OF THE 1995 STOCK OPTION PLAN: [_] FOR [_] AGAINST [_] ABSTAIN
3. IN THEIR DISCRETION, ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT OR POSTPONEMENT THEREOF.
IMPORTANT--PLEASE SIGN AND DATE AND RETURN PROMPTLY.

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THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED BY THE
SHAREHOLDER ON THE REVERSE SIDE. WHERE NO DIRECTION IS GIVEN, SUCH SHARES WILL
BE VOTED "FOR" THE ELECTION OF THE DIRECTORS NAMED ON THE REVERSE SIDE OF THIS
PROXY AND "FOR" APPROVAL OF THE COMPANY'S 1995 STOCK OPTION PLAN. THIS PROXY
CONFERS DISCRETIONARY AUTHORITY TO CUMULATE VOTES FOR ANY OR ALL OF THE
NOMINEES FOR ELECTION OF DIRECTORS FOR WHICH AUTHORITY TO VOTE HAS NOT BEEN
WITHHELD.

Date _______________________, 1995
----------------------------------
(Signature of Shareholder)
----------------------------------

Please sign your name exactly as
it appears hereon. Executors, ad-
ministrators, guardians, officers
of corporations, and others sign-
ing in a fiduciary capacity
should state their full titles as
such.

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN AND
RETURN THIS PROXY, WHICH MAY BE REVOKED AT ANY TIME PRIOR TO ITS USE.
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