<PAGE>   1
                                     [LOGO]

                                 HARBOR BANCORP
                                 11 Golden Shore
                          Long Beach, California 90802
                                 (310) 491-1111

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                             TO BE HELD MAY 28, 1996

TO THE SHAREHOLDERS OF HARBOR BANCORP:

            NOTICE IS HEREBY GIVEN that, pursuant to its Bylaws and the call of
its Board of Directors, the 1996 Annual Meeting of Shareholders (the "Meeting")
of Harbor Bancorp (the "Company") will be held at Harbor Bank, 11 Golden Shore,
Long Beach, California 90802 on Tuesday, May 28, 1996 at 2:00 p.m., for the
purpose of considering and voting upon the following matters:

            1. Election of Directors. Electing ten (10) persons to the Board of
Directors to serve until the 1997 Annual Meeting of Shareholders and until their
successors are elected and have qualified. The following persons are the Board
of Directors' nominees:

      James H. Gray                               Dorothy K. Matteson    
      John W. Hancock                             H.E. Nance             
      Dallas E. Haun                              Malcolm C. Todd, M.D.  
      Kermit Q. Jones                             James A. Willingham    
      Robert E. Leslie                            Margaret E. Wilson     
                                            


            2. Other Business. Transacting such other business as may properly
come before the Annual Meeting and any adjournment or adjournments thereof.

            The Board of Directors has fixed the close of business on April 15,
1996, as the record date for determination of shareholders entitled to notice
of, and the right to vote at, the Meeting.

WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE,
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. THE ENCLOSED PROXY IS
SOLICITED BY THE COMPANY'S BOARD OF DIRECTORS. ANY SHAREHOLDER GIVING A PROXY
MAY REVOKE IT PRIOR TO THE TIME IT IS VOTED BY NOTIFYING THE SECRETARY OF THE
COMPANY IN WRITING OF REVOCATION OF SUCH PROXY, BY FILING A DULY EXECUTED PROXY
BEARING A LATER DATE, OR BY ATTENDING THE MEETING AND VOTING IN PERSON.

            PLEASE INDICATE ON THE PROXY WHETHER OR NOT YOU EXPECT TO ATTEND THE
MEETING SO THAT WE CAN ARRANGE FOR ADEQUATE ACCOMMODATIONS.

Dated: April 30, 1996

                                   BY ORDER OF THE BOARD OF DIRECTORS


                                   Dorothy K. Matteson, Secretary
<PAGE>   2
                                 HARBOR BANCORP
                                 11 Golden Shore
                          Long Beach, California 90802
                                 (310) 491-1111

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

                                 PROXY STATEMENT

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

                         ANNUAL MEETING OF SHAREHOLDERS
                             TO BE HELD MAY 28, 1996

                                  INTRODUCTION

            This Proxy Statement is furnished in connection with the
solicitation of Proxies for use at the 1996 Annual Meeting of Shareholders (the
"Meeting") of Harbor Bancorp (the "Company") to be held at Harbor Bank, 11
Golden Shore, Long Beach, California 90802 at 2:00 p.m., on Tuesday, May 28,
1996, and at any and all adjournments thereof.

            It is anticipated that this Proxy Statement and the accompanying
notice will be mailed on or about April 30, 1996 to shareholders eligible to
receive notice of and vote at the Meeting.

            The matters to be considered and voted upon at the Meeting will be:

            1. Election of Directors. Electing ten (10) persons to the Board of
Directors to serve until the 1997 Annual Meeting of Shareholders and until their
successors are elected and have qualified. The following persons are the Board
of Directors' nominees:

      James H. Gray                               Dorothy K. Matteson    
      John W. Hancock                             H.E. Nance             
      Dallas E. Haun                              Malcolm C. Todd, M.D.  
      Kermit Q. Jones                             James A. Willingham    
      Robert E. Leslie                            Margaret E. Wilson     


            2. Other Business. Transacting such other business as may properly
come before the Annual Meeting and any adjournment or adjournments thereof.

REVOCABILITY OF PROXIES

            A form of proxy for voting your shares at the Meeting is enclosed.
Any shareholder who executes and delivers such a Proxy has the right to revoke
it at any time before it is exercised by filing with the Secretary of the
Company an instrument revoking it or a duly-executed Proxy bearing a later date.
In addition, the powers of the proxy holders will be revoked if the person
executing the Proxy is present at the meeting and elects to vote in person by
advising the Chairman of such election. Subject to such revocation, all shares
represented by a properly executed Proxy received in time for the Meeting will
be voted by the proxy holders in accordance with the instructions specified on
the Proxy. IF NO INSTRUCTION IS SPECIFIED WITH RESPECT TO A PROPOSAL TO BE ACTED
UPON, THE SHARES REPRESENTED BY YOUR EXECUTED PROXY WILL BE VOTED FOR THE
ELECTION OF THE BOARD OF DIRECTORS' NOMINEES AS DIRECTORS. IF ANY OTHER BUSINESS
IS PROPERLY PRESENTED AT THE MEETING, THE PROXY WILL BE VOTED IN ACCORDANCE WITH
THE RECOMMENDATIONS OF THE COMPANY'S BOARD OF DIRECTORS.

            If you hold your shares of common stock in "street name" and you
fail to instruct your broker or nominee as to how to vote your common stock,
your broker or nominee may, at its discretion, vote your common stock "FOR" the
election of the Board of Directors' nominees.


                                       -1-
<PAGE>   3
PERSONS MAKING THE SOLICITATION

            This solicitation of proxies is being made by the Board of Directors
of the Company. The expense of preparing, assembling, printing and mailing this
Proxy Statement and the material used in the solicitation of proxies for the
Meeting will be borne by the Company. It is contemplated that proxies will be
solicited principally through the use of the mail, but officers, directors, and
employees of the Company and its subsidiary, Harbor Bank (the "Bank"), may
solicit proxies personally or by telephone, without receiving special
compensation therefor. Although there is no formal agreement to do so, the
Company may reimburse banks, brokerage houses, and other custodians, nominees
and fiduciaries for their reasonable expense in forwarding these Proxy Materials
to shareholders whose stock in the Company is held of record by such entities.
In addition, the Company may utilize the services of individuals or companies
not regularly employed by the Company in connection with the solicitation of
proxies if Management of the Company determines it advisable.

                 VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

            There were issued and outstanding 1,415,225 shares of the Company's
common stock on April 15, 1996, which has been fixed as the record date for the
purpose of determining the shareholders entitled to notice of and to vote at the
meeting (the "Record Date"). On any matter submitted to the vote of the
shareholders, each holder of common stock will be entitled to one vote, in
person or by the proxy, for each share of common stock held of record on the
books of the Company as of the Record Date for the Meeting. In connection with
the election of directors, the shares may be voted cumulatively if a shareholder
present at the meeting has given notice at the meeting prior to the voting of
his or her intention to so vote and such candidate or candidates' names have
been placed in nomination prior to the meeting. If any shareholder has given
such notice, all shareholders may cumulate their votes for candidates in
nomination. Cumulative voting allows a shareholder to cast a number of shares
held in his or her name as of the Record Date, multiplied by the number of
directors to be elected. This total number of votes may be cast for one nominee,
or distributed among as many nominees or in such proportions as the shareholders
sees fit. If cumulative voting is declared at the Meeting, votes represented by
proxies delivered pursuant to this Proxy Statement may be cumulated at the
discretion of the proxy holders, in accordance with the recommendations of the
Board of Directors. In the election of directors, the ten (10) nominees
receiving the highest number of votes will be elected.

            SHAREHOLDERS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

            Management of the Company knows of no person who owns, beneficially
or of record, either individually or together with associates, 5 percent or more
of the outstanding common stock, except as set forth in the table below. The
following table sets forth certain information as of April 15, 1996 concerning
the beneficial ownership of the Company's outstanding common stock by each of
the directors of the Company, the named executives (as defined below) and by all
directors and executive officers of the Company as a group AND INCLUDES A 5%
STOCK DIVIDEND AS DECLARED ON APRIL 8, 1996. Management is not aware of any
change in control of the Company or of any arrangement which may, at a
subsequent date, result in a change of control of the Company.





<TABLE>
<CAPTION>
                                                                 Common Stock             
                                                                 ------------             
                          Name and Title                         Beneficially              Percent   
                          --------------                         ------------              -------   
                        Other than Director                        Owned(1)               of Class(2)
                        -------------------                        --------               -----------
                                                                                          
<S>                                                           <C>                         <C>  
James H. Gray                                                     122,941(3)                  8.69%
     President of Company, Chairman of the Board,
     and Chief Executive Officer of Bank
      c/o Harbor Bank
      11 Golden Shore
</TABLE>



                                       -2-
<PAGE>   4
<TABLE>
<S>                                                      <C>              <C>   
      Long Beach, California 90802
John W. Hancock                                            4,377            .31%
Dallas E. Haun                                            44,626(4)        3.15%
      VICE PRESIDENT OF COMPANY AND
       PRESIDENT & CHIEF OPERATING OFFICER OF BANK
Kermit Q. Jones                                           55,590           3.93%
Robert E. Leslie                                             837            .06%
Dorothy K. Matteson                                       38,741           2.74%
H.E. Nance                                                10,828            .77%
Malcolm C. Todd                                           48,145           3.40%
James A. Willingham                                       81,524           5.76%
Margaret E. Wilson                                        57,019(5)        4.03%
ALL DIRECTORS AND OFFICERS (12 IN NUMBER)(6)             595,216(7)       42.06%
</TABLE>


(1)     Beneficial owner of a security includes any person who, directly or
        indirectly, through any contract, arrangement, understanding,
        relationship, or otherwise has or shares: (a) voting power, which
        includes the power to vote, or to direct the voting of such security;
        and/or (b) investment power which includes the power to dispose, or to
        direct the disposition of such security. Beneficial owner also includes
        any person who has the right to acquire beneficial ownership of such
        security as defined above within 60 days of the Record Date.

(2)     Shares subject to options held by directors and executive officers (or
        group) are treated as issued and outstanding for the purpose of
        computing the percent of the class owned by such person (or group), but
        not for computing the percent of the class owned by any other person (or
        group).

(3)     Includes 16,577 shares of stock options granted to Mr. Gray but not
        exercised.

(4)     Includes 39,233 shares of stock options granted to Mr. Haun but not
        exercised.

(5)     Shares are held by the Wilson Family Trust of which Mrs. Wilson is a
        Co-Trustee.

(6)     As used throughout this Proxy Statement, the terms "officer" and
        "executive officer" mean the President of Harbor Bancorp and Chairman of
        the Board of Directors and Chief Executive Officer of the Bank, the
        President and Chief Operating Officer of the Bank and Vice President of
        the Company, the Executive Vice President and Chief Credit Officer of
        the Bank, the Senior Vice President and Chief Financial Officer of the
        Bank and Vice President and Chief Financial Officer of the Company, and
        the Senior Vice President and Director of Operations of the Bank. The
        Secretary of the Company is not an executive officer.

(7)     Includes 67,137 shares of stock options granted to all directors and
        executive officers as a group but not exercised. Includes 119,261 shares
        owned by the Harbor Bank Employee Stock Ownership Plan of which Melissa
        Lanfre, Vice President and Chief Financial Officer of the Company serves
        as Trustee and over which Ms. Lanfre has sole voting and investment
        power.

PROPOSAL 1:  ELECTION OF DIRECTORS

NOMINEES

     The Company's Articles provide for a range of eight (8) to fifteen (15)
directors, and permit the exact number of directors of the Company to be fixed
by Board or shareholder action. The Board of Directors has fixed the number of
directors at ten (10).

     The persons named below, all of whom are currently members of the Company's
Board of Directors, will be nominated for election as directors to serve until
the 1997 Annual Meeting of Shareholders and until their successors are elected
and have qualified. Votes will be cast in such a way as to effect the election
of all ten (10) nominees, or as many thereof as possible under the rules of
cumulative voting. In the event that any of the nominees should be unable to
serve as a director, it is intended that



                                       -3-
<PAGE>   5
the Proxy will be voted for the election of such substitute nominees, if any, as
shall be designated by the Board of Directors. All nominees have indicated their
willingness to serve if elected and the Board of Directors has no reason to
believe that any of the nominees will be unavailable to serve if elected.

     None of the directors, nominees or executive officers of the Company were
selected pursuant to any arrangement or understanding, other than with the
directors and executive officers of the Company and the Bank, acting within
their capacities as such. There are no family relationships between the
directors and executive officers of the Company and none of the directors or
executive officers of the Company serve as directors of any company which has a
class of securities registered under, or which is subject to the periodic
reporting requirements of, the Securities Exchange Act of 1934, as amended, or
any investment company registered under the Investment Company Act of 1940, as
amended.

     The following table sets forth the names and certain information as of
April 15, 1996, concerning the persons to be nominated by the Board of Directors
for election as directors of the Company:

<TABLE>
<CAPTION>
                                                    Present Principal Occupation                    
                                                    ----------------------------                    
                                                      and Principal Occupation                            Served as Director
                                                      ------------------------                            ------------------
Name                    Age                            During Past Five Years                                   Since(1)      
----                    ---                            ----------------------                                   --------      
                                                                                                             
<S>                     <C>                 <C>                                                                   <C>
James H. Gray           58                  President of Harbor Bancorp, Chairman and
                                            Chief Executive Officer of Harbor Bank                                1982
John W. Hancock         59                  President, Bancap Investment Group                                    1992
Dallas E. Haun          42                  VICE PRESIDENT OF HARBOR BANCORP,
                                            PRESIDENT AND CHIEF OPERATING OFFICER OF HARBOR BANK                  1993
Kermit Q. Jones         77                  Owner, Treasure Valley Land and                                       1982
                                            Cattle/Dairy Farmer
Robert E. Leslie        71                  Retired Fire Chief, City of Long Beach                                1988
Dorothy K. Matteson     69                  Uniform Sales, Retired                                                1982
H.E. Nance              63                  Retired President, Nance Tours & Travel                               1988
Malcolm C. Todd, M.D.   83                  Retired Physician/Surgeon                                             1982
James A. Willingham     67                  President, Boulevard Buick and Chairman of the                        1982
                                            Board of Harbor Bancorp
Margaret E. Wilson      67                  Co-trustee of the Wilson Family Trust                                 1993
</TABLE>

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

(1)         All the current directors were appointed to the Board of Directors
            by the Company's incorporator on June 24, 1982, with the exception
            of Robert E. Leslie and H.E. Nance who were appointed March 22,
            1988, John W. Hancock who was appointed on June 23, 1992, Margaret
            E. Wilson who was appointed on March 23, 1993 and Dallas E. Haun who
            was appointed on December 21, 1993.

EXECUTIVE OFFICERS

            The following table sets forth as to each of the persons who
currently serve as an executive officer of the Company, such person's age, such
person's principal occupation during the past five (5) years, such person's
current position with the Company, and the periods during which such person
served in such capacity.


<TABLE>
<CAPTION>
       Name and Position                          Age         Date Elected, Company              Date Elected, Bank
       -----------------                          ---         ---------------------              ------------------

<S>                                                <C>            <C>                             <C>
James H. Gray
  President & Chief Executive Officer              58             March 22, 1983
  Chairman & Chief Executive Officer                                                              November 1, 1987

Dallas E. Haun
  Vice President                                   42             May 23, 1995
</TABLE>


                                      -4-
<PAGE>   6
<TABLE>
<S>                                                <C>            <C>                             <C>
   President & Chief Operating Officer                                                            October 24, 1996

Phillip J. Bond                                    32             N/A
   Executive V. President & Chief Credit Officer                                                  September 11, 1995

H. Melissa Lanfre
  Vice President & Chief Financial Officer         44             June 23, 1987
   Senior V. President & Chief Financial Officer                                                  June 23, 1987

Lou Burgess
    Senior V. President & Director of Operations   55             N/A                             November 1, 1995
</TABLE>

            All executive officers of the Company are elected by, and serve at
the pleasure of the Board of Directors. Set forth above are the names and
offices held by the executive officers of the Company and the date when each was
elected to his/her present position with the Company. A brief account of the
business experience of each is set forth below.

            Mr. Gray has been with the major subsidiary of the Company, Harbor
Bank, since 1976. He currently holds the position of Chairman of the Board and
Chief Executive Officer of Harbor Bank and President of Harbor Bancorp.

            Mr. Haun has been with the major subsidiary of the Company, Harbor
Bank, since 1977. He currently holds the position of President and Chief
Operating Officer of Harbor Bank and Vice President of Harbor Bancorp.

            Mr. Bond joined the major subsidiary of the Company, Harbor Bank, on
September 11, 1995, and currently holds the position of Executive Vice President
and Chief Credit Officer.

            Ms. Lanfre joined the Company on July 13, 1987, and currently holds
the position of Senior Vice President and Chief Financial Officer of Harbor Bank
and Vice President and Chief Financial Officer of the Company.

            Ms. Burgess has been with the major subsidiary of the Company,
Harbor Bank, since 1986. She currently holds the position of Senior Vice
President and Director of Operations.



The Board of Directors and Committees

            The Board of Directors of the Company held seven (7) regular
meetings and one (1) special meeting in 1995. In 1995, all of the Company's
directors attended at least 75% of all Board meetings. The Company's Board has
no standing committees, and any matters which might ordinarily be considered by
an audit, compensation or nominating committee, were considered by the Board as
a whole. The Company's directors also serve as members of the Bank's Board of
Directors and on committees of the Bank's Board. In particular, all Company
Directors are members of the Bank's Board of Directors, and they met twelve (12)
times during 1995. Any matters of the Bank which might ordinarily be considered
by a compensation or nominating committee were considered by the Board of the
Bank as a whole.

            The Bank's Loan Committee met fifty-two (52) times in 1995. This
committee reviews certain types of loan requests. The Bank's Audit Committee met
eleven (11) times in 1995. This committee is responsible for audit functions in
the Bank, the appointment of an outside accounting firm and the review of
reports of the accounting firm. The Bank's Loan and Investment Committee met
twelve (12) times in 1995. This committee also reviews certain types of loan
requests and Bank investments.


                                      -5-
<PAGE>   7
DIRECTOR COMPENSATION

            Directors of the Company and Bank who are considered to be inside
directors or employees of the Company, receive a director's fee of $600 per
meeting attended and all other directors, who are considered to be outside
directors, receive a director's fee of $1,000 per meeting attended. Non-officer
directors serving on the Bank's Loan Committee receive $150 per meeting
attended.

EXECUTIVE OFFICERS' COMPENSATION AND OTHER INFORMATION

            The following table sets forth certain summary information
concerning compensation paid or accrued by the Company to or on behalf of the
Company's Chief Executive Officer and each of the two other executive officers
of the Company (determined as of the end of the last fiscal year) whose annual
salary and bonus exceeded $100,000 in 1995 (the "Named Executives") for each of
the fiscal years ended December 31, 1995, 1994, and 1993.

SUMMARY OF CASH AND CERTAIN COMPENSATION

                                   SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                                LONG TERM COMPENSATION
                                                                                                ----------------------
                                                     ANNUAL COMPENSATION                      AWARDS              PAYOUTS
                                           -------------------------------------------  ------------------   -------------------
          (a)                               (b)        (c)          (d)       (e)          (f)       (g)      (h)          (i)
--------------------------                 -----    ---------     ------- ------------  ---------  -------   ------     --------
                                                                             OTHER     RESTRICTED
                                                                             ANNUAL       STOCK               LTIP      ALL OTHER
                                                      SALARY       BONUS  COMPENSATION   AWARD(S)  OPTIONS/  PAYOUTS  COMPENSATION
NAME AND PRINCIPAL POSITION                 YEAR      ($)(1)       ($)(2)     ($)          ($)      SARS(#)    ($)       ($)(3)
---------------------------                 ----     --------     --------   -----        -----     -----     -----     -------

<S>                                         <C>      <C>          <C>         <C>          <C>       <C>       <C>       <C>   
James H. Gray                               1995     $148,258     $60,000     -0-          -0-       -0-       -0-       $1,488
  Chairman of the Board and Chief           1994      125,400      45,000     -0-          -0-       -0-       -0-        1,488
  Executive Officer of Harbor Bank          1993      120,398      39,550     -0-          -0-       -0-       -0-        1,488
Dallas E. Haun                              1995      106,250      50,000     -0-          -0-       -0-       -0-        1,320
  President and Chief Operating Officer     1994       97,850      40,000     -0-          -0-       -0-       -0-        1,200
  of Harbor Bank(4)                         1993       93,600      30,100     -0-          -0-       -0-       -0-        1,080
</TABLE>

----------

(1)         Included in this column are salaries and director's fees, where
            applicable, paid for services rendered to the Bank, during 1995
            before any salary reduction for contributions to the Company's plan
            under section 401(k) of the Internal Revenue Code of 1986, as
            amended (the "Code"), and salary reductions for contributions for
            welfare plan coverages under section 125 of the Code.

(2)         The bonus amounts are payable pursuant to the Company's senior
            management compensation plan as approved annually by the Board of
            Directors. This column may include bonuses paid in a certain year
            for services rendered in the prior year.

(3)         "All Other Compensation" is only required to be reported for 1995.
            The amount represents the Company's matching contribution for the
            401(k) plan.

(4)         Dallas E. Haun was promoted to the position of Vice President of
            Harbor Bancorp on May 23, 1995, and was elected as the President and
            Chief Operating Officer of Harbor Bank on October 24, 1995. On
            August 22, 1995, the Board of Directors of Harbor Bank approved an
            Employment Agreement effective September 1, 1995 between Harbor Bank
            and Dallas Haun that would run to February 28, 1999. The agreement
            calls for base salary levels and bonus plan participation declared
            annually by the Board of Directors and is extended for an additional
            year each succeeding February 28 by mutual agreement.

(5)         Mr. Phillip J. Bond joined Harbor Bank on September 11, 1995 as
            Executive Vice President and Chief Credit Officer and by Letter
            Agreement with the Board of Directors will be entitled to extra
            compensation in the amount of $50,000.00 if there is a change in
            majority ownership of the Bank within 24 months of his employment.


                                      -6-
<PAGE>   8
            The following table provides information with respect to the Named
Executives concerning the exercise of options and/or stock appreciation rights
("SARs") during the fiscal year ended December 31, 1995 and unexercised options
and/or SARs held by the Named Executives as of December 31, 1995.

               AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                          AND YEAR-END OPTION/SAR VALUE

<TABLE>
<CAPTION>
    (a)                   (b)                       (c)                           (d)
------------------------------------------------------------------------------------------------------
                                                                                         Value
                                                                        Number of     Unexercised In-
                                                                       Unexercised      the-Money
                                                                     Options/SARs at  Options/SARs at
                                                                       Year-End (#)    Year-End ($)
                    Shares Acquired on       Value Realized(1)         Exercisable/    Exercisable/
    Name              Exercise (#)                 ($)                Unexercisable   Unexercisable
-------------------------------------------------------------------------------------------------------

<S>                      <C>                       <C>                 <C>                 <C>
James H. Gray            -0-                       -0-                 -0-/15,788          -0-

Dallas E. Haun           -0-                       -0-                 -0-/27,365          -0-
</TABLE>


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

(1)         There are no in-the-money options.

CERTAIN TRANSACTIONS

            There are no existing or proposed material transactions between the
Company or the Bank and any of the Company's executive officers, directors, or
beneficial owners of 5% or more of the common stock, or the immediate family or
associates of any of the foregoing persons, except as indicated below.

            Some of the Company's directors, nominees for director, and
executive officers and their immediate families, as well as the companies with
which such directors and executive officers are associated, are customers of,
and have had banking transactions with the Bank in the ordinary course of the
Bank's business and the Bank expects to have such ordinary banking transactions
with such persons in the future. In the opinion of Management of the Bank, all
loans and commitments to lend included in such transactions were made in
compliance with applicable laws on substantially the same terms, including
interest rates and collateral, as those prevailing for comparable transactions
with other persons of similar creditworthiness and did not involve more than a
normal risk of collectibility or present other unfavorable features.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE BOARD OF DIRECTORS'
NOMINEES.

                                  OTHER MATTERS

            The firm of Ernst & Young served as independent public auditors for
the Company and the Bank for 1995. It is anticipated that a representative of
Ernst & Young will be present at the Meeting to respond to appropriate questions
from shareholders.

            On December 31, 1993, the Bank underwent examinations conducted
concurrently by the Federal Deposit Insurance Corporation (the "FDIC") and the
California State Banking Department (the "Department"). As a result of the FDIC
examination, the Bank entered into a Memorandum of Understanding dated August 3,
1994. On January 8, 1996, the Bank underwent an examination as of November 30,
1995, conducted by the Federal Deposit Insurance Corporation (the"FDIC") and
upon review of that examination removed the Memorandum of Understanding.


                                      -7-
<PAGE>   9
            Any shareholder desiring to submit a proposal for action at the 1997
Annual Meeting of Shareholders which is desired to be presented in the Company's
Proxy Statement with respect to such meeting should submit such proposal to the
Company at its principal place of business no later than January 12, 1997.

            The Board of Directors does not know of any matters to be presented
at the Meeting other than those set forth above. However, if any other matters
come before the Meeting, it is the intention of the persons named in the
accompanying Proxy to vote said Proxy in accordance with the recommendations of
the Board of Directors on such matters, and discretionary authority to do so is
included in the Proxy.

            The Company's Annual Report for the year ended December 31, 1995 was
mailed to the shareholders on approximately April 30, 1996. The Annual Report
contains consolidated financial statements of the Company and its subsidiaries
and the report thereon of Ernst & Young, independent public auditors.


Dated: April 30, 1996

                                                HARBOR BANCORP

                                                Dorothy K. Matteson, Secretary







                                      -8-
<PAGE>   10
                                                                           PROXY




           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                                 HARBOR BANCORP
                         ANNUAL MEETING OF SHAREHOLDERS
                                  MAY 28, 1996

            The undersigned shareholder of Harbor Bancorp (the "Company") hereby
nominates, constitutes and appoints James H. Gray, Kermit Jones and James
Willingham, and each of them, attorney(s), agent(s) and proxy(s) of the
undersigned, with full powers of substitution, to vote all stock of the Company
which the undersigned is entitled to vote at the Annual Meeting of Shareholders
of the Company to be held on Tuesday, May 28, 1996, at 2:00 p.m. at Harbor Bank,
11 Golden Shore, Long Beach, California 90802 and at any and all adjournment or
adjournments thereof, as fully and with the same force and effect as the
undersigned might or could do if personally present thereat, as follows:

1.  Elections of Directors

            Authority to elect the ten (10) persons named below and in the Proxy
Statement dated April 30, 1996 accompanying the Notice of said Meeting, to serve
until the 1997 Annual Meeting of Shareholders and until their successors are
elected and have qualified:


<TABLE>
<S>                                                  <C>
/ / FOR all nominees listed below                    / / WITHHOLD AUTHORITY to vote
   (except as indicated to the contrary below).          for all nominees listed below.
</TABLE>

James H. Gray, John W. Hancock, Dallas E. Haun, Kermit Q. Jones, Robert E.
Leslie, Dorothy K. Matteson, H.E. Nance, Malcolm C. Todd, James A. Willingham
and Margaret E. Wilson.

(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THE NOMINEE'S NAME IN THE SPACE BELOW.)


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

2.  Other Business

            In their discretion, the proxyholders are authorized to vote upon
such other business as may properly come before the Meeting, and at any and all
adjournment or adjournments thereof.

                  (CONTINUED AND TO BE SIGNED ON REVERSE SIDE)
<PAGE>   11
            The undersigned hereby ratifies and confirms all that the
proxyholders, or any of them, or their substitutes, shall lawfully do or cause
to be done by virtue hereof, and hereby revokes any and all proxies heretofore
given by the undersigned to vote at the Meeting. The undersigned acknowledges
receipt of the Notice of Annual Meeting of Shareholders and the Proxy Statement
accompanying said Notice.

            THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF
DIRECTORS NOMINATED BY THE BOARD OF DIRECTORS. THE PROXY CONFERS AUTHORITY AND
SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS
UNLESS A CONTRARY INSTRUCTION IS INDICATED, IN WHICH CASE THE PROXY SHALL BE
VOTED IN ACCORDANCE WITH SUCH INSTRUCTIONS. IN ALL OTHER MATTERS, IF ANY,
PRESENTED AT THE MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE BOARD OF DIRECTORS.

                         PLEASE SIGN AND DATE BELOW

                            DATED: ______________________________

                            NUMBER OF SHARES ____________________

                            _____________________________________
                                  (SIGNATURE OF SHAREHOLDER)

                            _____________________________________
                                  (SIGNATURE OF SHAREHOLDER)

                            (Please date this Proxy and sign your name as it
                            appears on the stock certificates. When signing as
                            attorney, executor, administrator, trustee or
                            guardian, please give full title. If more than one
                            trustee, all should sign. All joint owners should
                            sign.)

                            I DO / / DO NOT / / EXPECT TO ATTEND THE MEETING.