<PAGE>
                                                                    Exhibit 99.2

                IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE



                          IN AND FOR NEW CASTLE COUNTY



__________________________________X
                                  :
                                  :
IN RE PBOC HOLDINGS, INC.         :     CONSOL. C.A. NO. 18543
SHAREHOLDERS LITIGATION           :
                                  :
__________________________________X



                 CONSOLIDATED AND AMENDED CLASS ACTION COMPLAINT



         Plaintiffs, for their Consolidated and Amended Class Action Complaint,
allege as follows:

                              NATURE OF THE ACTION

         1. This is a class action brought on behalf of the public stockholders
of PBOC Holdings, Inc. ("PBOC" or the "Company"), against the directors and the
largest shareholder of PBOC, defendant FBOP Corporation ("FBOP"), for injunctive
and other relief concerning the acquisition of the outstanding publicly-held
shares of PBOC common stock by FBOP.

         2. On December 11, 2000, FBOP, which had previously accumulated over
40.5% of PBOC's shares, publicly announced that it had agreed to a transaction
with PBOC whereby FBOP would acquire the remaining shares of the Company for
$10.00 per share in cash as a result of a merger of PBOC into a wholly-owned
subsidiary of FBOP (the "Merger"). On or about March 7, 2001, PBOC disseminated
a Proxy Statement (the "Proxy"), which FBOP reviewed and approved, seeking
stockholder approval of the Merger.

         3. As set forth in detail below, PBOC's directors have breached and are
breaching their fiduciary duties in connection with the Merger. Without prior
approval

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of PBOC's Board, FBOP acquired or agreed to acquire approximately 40% of PBOC's
outstanding stock in open market and private transactions. Those purchases (or
agreements to purchase) triggered the protections provided by 8 DEL. C. ss.203.
PBOC's board, however, failed to recognize the fact that ss.203 had been
triggered and that FBOP was therefore barred from effectuating any "business
combination" with PBOC for three years except as provided in ss.203. The
triggering of ss.203 gave the PBOC board powerful bargaining leverage, but
because they never knew they had that leverage, they failed to use it to the
advantage of PBOC's public stockholders. Because they were grossly uninformed in
this critical respect, PBOC's directors quickly agreed to FBOP's demands,
incorrectly believing that FBOP had the power and ability to force through
almost any terms that FBOP wanted. Moreover, incorrectly assuming that FBOP had
PBOC "over a barrel," the PBOC directors declined to pursue a materially higher
bid submitted by another bona fide third party bidder. By failing to protect the
interests of PBOC's minority shareholders (or even understanding that ss.203 had
been triggered), PBOC's directors breached and are breaching their fiduciary
duties of care and loyalty and enabled FBOP to dictate terms of an acquisition
of the Company which are patently unfair.

         4. Now, defendants are seeking to induce PBOC's shareholders to vote in
favor of the Merger by claiming in the Proxy that the Merger is "fair" to them.
The Proxy, however, fails to disclose and misstates facts that a reasonable PBOC
stockholder would consider important in deciding how to vote on the Merger (the
approval of which they can collectively control as a result of the triggering of
ss.203) and whether to demand appraisal. In particular, as set forth more fully
below, the Proxy


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misrepresents and/or omits, among other facts set out below, the following
material information:

         o        The Proxy does not disclose that the PBOC Board was unaware
                  that ss.203 had been triggered until after it had approved the
                  merger agreement. On the contrary, the discussions of ss.203
                  in the Proxy convey the false impression that the PBOC Board
                  was aware that ss.203 had been triggered prior to the
                  execution of the Merger Agreement;

         o        The Proxy does not disclose the existence of certain "Goodwill
                  Litigation" on behalf of the Company against the United States
                  and the fact that such litigation may provide certain of
                  PBOC's largest shareholders, who had accepted $10 per share
                  for their stock, with consideration materially in excess of
                  $10 per PBOC share. In fact, when given an opportunity to
                  relinquish their litigation rights, these shareholders did not
                  do so;

         o        The Proxy does not disclose that, utilizing the core deposit
                  premium averages from other thrift deals, a methodology
                  routinely used in bank mergers, PBOC would be valued, at the
                  very least, at $16 per share. Nor is there any mention as to
                  why a core deposit premium analysis was not utilized by PBOC's
                  investment banker, Keefe Bruyette & Woods, Inc. ("KBW") and,
                  in the event one was utilized, what the results of such an
                  analysis were;

         o        The Proxy does not disclose that KBW did not use the most
                  current PBOC earnings per share estimates for 2000 in
                  connection with its fairness opinion;

         o        The Proxy fails to disclose PBOC's projections which PBOC's
                  financial advisor reviewed in connection with its fairness
                  opinion and which FBOP reviewed;

         o        The Proxy does not disclose why PBOC retained two investment
                  bankers, KBW and Sandler O'Neill & Partners, LP ("Sandler
                  O'Neill") and paid them large sums of money contingent on the
                  deal closing, when the "auction process" lasted only a matter
                  of days and was, in any event, a foregone conclusion because
                  of FBOP's control over PBOC. Sandler O'Neill did not even
                  render a fairness opinion on the matter.

         5. As demonstrated herein, the consideration that FBOP has offered in
the Merger, $10.00 per share in cash, is grossly inadequate and unfair. In
addition, the compensation of KBW and Sandler O'Neill, PBOC's financial advisors
were, in large


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part, contingent upon getting the deal done. Thus, PBOC's stockholders have not
had independent financial advice in connection with the formulation and
implementation of the Merger.

         6. As a result of the foregoing, PBOC's shareholders will be forced,
without full or complete disclosure by defendants, to make final decisions
regarding their ownership in the Company and are threatened with the immediate
divestiture of their shares in an unfair transaction as a result of defendants'
wrongful course of conduct.

                                   THE PARTIES

         7. Plaintiffs, at all relevant times, owned PBOC common stock.
Riviera-Enid, a Florida limited partnership, owns in excess of 21,000 shares.
Elliott Wolfson owns 18,000 shares. Scott Lansky owns in excess of 10,000
shares. James Nowadnick also owns PBOC common stock.

         8. PBOC is a corporation duly organized and existing under the laws of
the state of Delaware, with its principal executive offices located at 5900
Wilshire Boulevard, Los Angeles, California 90036. PBOC is the parent company of
People's Bank of California (the "Bank") which is a federally chartered savings
bank originally organized in 1887. It conducts business in Southern California
in Los Angeles, Orange and Ventura counties. As of December 31, 1999 the Bank
had assets of $3.4 billion.

         9. Defendant Rudolf P. Guenzel is President and Chief Executive
Operating Officer of the Company and a director.

         10. Defendant J. Michael Holmes is Senior Executive Vice President and
Chief Financial Officer of the Company and a director.


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         11. Defendants Murray Kalis, Robert W. MacDonald and John F. Davis are
directors of PBOC.

         12. The Individual Defendants have a fiduciary relationship and
responsibility to Plaintiffs and the other public common stockholders of PBOC
and owe to Plaintiffs and the other class members the highest obligations of due
care, loyalty, good faith and candor.

         13. Defendant FBOP Corporation ("FBOP") is a $5.4 billion bank and
savings institution holding company headquartered in Oak Park, Illinois. It owns
financial institutions in Illinois, Texas and California, including California
National Bank in Los Angeles and San Diego National Bank in San Diego.
Currently, FBOP owns, controls or has agreements to purchase, at least 47.7% of
PBOC's common shares.

         14. Defendant FBOP Acquisition Company is a Delaware corporation and
wholly-owned subsidiary of FBOP which was formed solely for the purpose of
effecting the Merger.


                            CLASS ACTION ALLEGATIONS

         15. Plaintiffs bring this action on their own behalf and as a class
action, pursuant to Rule 23 of the Rules of the Court of the Chancery, on behalf
of all common stockholders of PBOC, or their successors in interest, who are
being and will be harmed by Defendants' actions described below (the "Class").
Excluded from the Class are Defendants herein and any person, firm, trust,
corporation, or other entity related to or affiliated with any of Defendants.

         16. This action is properly maintainable as a class action because:


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         a. The Class is so numerous that joinder of all members is
impracticable. There are approximately 19,876,205 million shares of PBOC common
stock outstanding held by thousands of stockholders. PBOC's shares are actively
traded on the NASDAQ National Market. Members of the Class are located
throughout the United States.

         b. There are questions of law and fact which are common to the Class,
including: whether the Defendants have engaged in or are continuing to breach
their fiduciary duties to the Class; and whether Plaintiffs and the other
members of the Class would be irreparably damaged if the Defendants are not
enjoined from committing the wrongs complained of herein.

         c. The Defendants have acted or refused to act on grounds generally
applicable to the Class, thereby making appropriate final injunctive relief with
respect to the Class as a whole.

         d. Plaintiffs are committed to prosecuting this action and have
retained competent counsel experienced in litigation of this nature. The claims
of Plaintiffs are typical of the claims of the other members of the Class and
Plaintiffs have the same interests as the other members of the Class.
Accordingly, Plaintiffs are adequate representatives of the Class and will
fairly and adequately protect the interests of the Class.

         e. The prosecution of separate actions by individual members of the
Class would create the risk of inconsistent or varying adjudications with
respect to individual members of the Class which would establish incompatible
standards of conduct for Defendants, or adjudications with respect to individual
members of the


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Class which would as a practical matter be dispositive of the interests of the
other members not parties to the adjudications or substantially impair or impede
their ability to protect their interests.

                             SUBSTANTIVE ALLEGATIONS

A.       PBOC'S TRUNCATED SEARCH FOR A BUYER.

         17. Prior to August 11, 2000, PBOC's management and financial advisor,
KBW, held discussions with a large regional bank respecting the regional bank's
unsolicited indication of interest to pursue an acquisition of PBOC. On August
11, 2000, the regional bank, after conducting due diligence, sent PBOC a letter
indicating its interest in acquiring PBOC for $178.9 million, or approximately
$9.00 per share. On August 21, 2000, the PBOC Board, after consultation with
KBW, determined that the consideration offered was so grossly inadequate that it
did not even justify further discussion and the board terminated all discussions
with the regional bank.

         18. During the week of October 23, 2000, KBW contacted two other
parties, FBOP and another regional bank (the "Other Bidder"), to determine their
interest in a transaction with PBOC. Both parties indicated an interest.

         19. FBOP's response to KBW's initial contact was to immediately go on a
buying spree of PBOC stock. As detailed below, on November 1, 2000 FBOP entered
into an agreement to purchase 23.9% of PBOC's outstanding stock from PBOC's
largest stockholder, the Bishop Estate at $10 per share. The Bishop Estate was
willing to accept this low price because, among other reasons, it had entered
into an agreement with the Office of Thrift Supervision essentially
relinquishing any control over PBOC that it had in order to avoid certain
regulatory requirements. Further, the Bishop


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Estate essentially had the power to force FBOP to pay it a higher price if FBOP
ended up paying more than $10 per share within 90 days to acquire PBOC.
Therefore, the Bishop Estate's agreement to sell for $10 per share is not
evidence that the $10 per share price is fair.

B.       IN RESPONSE TO FBOP'S ACCUMULATION OF PBOC'S SHARES, THE COMPANY
         HIRES  INVESTMENT BANKERS TO PURPORTEDLY "MAXIMIZE SHAREHOLDER VALUE"

         20. PBOC's Board met on November 20, 2000 with members of management to
consider the sale of the Bishop Estate's PBOC stock to FBOP. On or about
November 29, 2000, PBOC announced that it had retained KBW and Sandler O'Neill
as financial advisors to assist PBOC in evaluating "strategic options to
maximize shareholder value." The next day, however, FBOP, as PBOC's now largest
shareholder, informed PBOC that it intended to purchase the outstanding shares
of PBOC stock from the Company's public shareholders at $10 per share.

         21. PBOC agreed to pay both KBW and Sandler O'Neill a cash fee
("Contingent Fee") equal to 0.75% (1.50% in the aggregate) of the market value
of the aggregate consideration offered in exchange for the outstanding shares of
common stock of PBOC in the Merger, the majority of which is to be paid upon the
completion of the Merger. In addition, PBOC agreed to pay KBW a cash fee of
$250,000 upon delivery of its Fairness Opinion to PBOC's Board. Under the
engagement agreements, PBOC was also obligated to reimburse KBW and Sandler
O'Neill for their reasonable out-of-pocket expenses and disbursements.

C.       HIGHER OFFERS FOR PBOC'S PUBLIC SHARES ARE REBUFFED


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         22. On November 30, 2000, PBOC management, KBW and Sandler O'Neill met
with FBOP.

         23. On December 1, 2000, only two days after the commencement of the
announced exploration of value maximizing transactions, PBOC's Board instructed
KBW and Sandler O'Neill to negotiate a definitive deal with FBOP. FBOP provided
an initial non-bidding letter indicating a willingness to pay $10.00 per share.

         24. At some point after November 30, 2000, KBW and Sandler O'Neill
contacted the Other Bidder, who then executed a confidentiality agreement and
conducted preliminary due diligence. On December 7, 2000, the Other Bidder
submitted to PBOC an unsigned interest offer to purchase PBOC at a price in the
range of $11.00 to $12.00 per share, subject to additional due diligence and
negotiation of a definitive agreement. The Other Bidder submitted a signed
letter to that effect on December 8, 2000.

         25. The PBOC Board met on December 8, 2000. KBW, Sandler O'Neill and
PBOC's counsel had already informally "accepted" the merger agreement proposed
by FBOP based on its initial offer of $10 per share. The PBOC Board rejected the
Other Bidder's $11-$12 indication of interest out of hand, prematurely cut off
all negotiations with the Other Bidder and any other potential bidders (only
nine days after the public announcement of a search for buyers), and accepted
the FBOP offer.

         26. The PBOC Board cast aside the other Other Bidder's higher offer,
allegedly because of "contingencies" associated with it. Upon closer inspection,
however, these "contingencies" were innocuous and merely related to: (1) an
opportunity to conduct further due diligence; (2) negotiation of a definitive
agreement;


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(3) and a requirement that the Other Bidder not be publicly identified as
interested in acquiring PBOC.

D.       THE PBOC BOARD ACCEPTED THE FBOP OFFER

         27. The Board accepted the FBOP offer based largely on the erroneous
belief that FBOP's 40% stock interest gave it the ability to block the Other
Bidder and based on the fact that the FBOP merger agreement had been drafted.
The Board did so notwithstanding the fact that nine days was not enough time to
conduct an effective search for interested buyers and was not enough time for
interested bidders, including the Other Bidder, to conduct typical due
diligence. This action ignored the fact that because FBOP had already purchased
(or was contractually bound to purchase) over 40% of PBOC's stock, there was no
real risk of losing FBOP as a bidder. Moreover, as discussed below, FBOP was
given a "walk away" right in the Merger Agreement until December 31, 2000, so
that it could conduct more of its own due diligence. There simply was no valid
reason why the search for a buyer was cut off after only nine days.

         28. The PBOC Board received an oral opinion from KBW on December 8 to
the effect that the $10 per share cash consideration was fair to PBOC's
stockholders from a financial point of view. The PBOC Board relied on this
opinion notwithstanding the fact that the Board, on KBW's advice, had determined
less than four months earlier that a $9 per share offer was so grossly
inadequate that it had not even justified further discussions.

E.       PBOC DISREGARDSSS.203 AS FBOP GOBBLES UP PBOC STOCK.

         29. On November 16, 2000, the Bishop Estate, PBOC's largest
stockholder, filed a Schedule 13D with the SEC disclosing that it had entered
into a stock purchase


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agreement on November 1 to sell to FBOP all of its shares of PBOC stock,
totaling 4,759,848 shares or 23.9% of the outstanding PBOC common stock, at $10
per share, pending regulatory approval (the "Bishop Purchase Agreement"). Among
other things, the Bishop Purchase Agreement provided that: "Without the prior
written consent of [the Bishop Estate], for a period of 90 days following the
date of this Agreement, [FBOP] will not acquire record or beneficial ownership
of any of the outstanding common stock of [PBOC] for a price in excess of $10
per share." The Bishop Purchase Agreement also required FBOP to share 50% of any
profit over $10 per share if FBOP were to sell the purchased shares within 90
days after the closing of the purchase from the Bishop Estate. The Bishop
Purchase Agreement also provided that the Bishop Estate shall not "solicit,
initiate, encourage or respond favorably to inquiries or proposals" from any
person or entity other than FBOP respecting any merger, sale, or other business
combination respecting PBOC.

         30. On November 22, 2000, BIL Securities (Offshore) Ltd., ("BIL")
PBOC's second largest stockholder, holding 1,912,272 shares or 9.6% of PBOC's
outstanding stock, filed a Schedule 13D disclosing that it had entered into a
stock purchase agreement on November 7, 2000 to sell all of its PBOC stock to
FBOP at $10.00 per share, pending regulatory approval (the "BIL Purchase
Agreement"). The BIL Purchase Agreement contained the same provisions as the
Bishop Purchase Agreement discussed above.

         31. On December 5, 2000, FBOP filed a Schedule 13D disclosing (1) that
between October 31, 2000 and November 28, 2000, FBOP had acquired 575,400 shares
of PBOC common stock in the open market at an average price of $7.45 per share,
and


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(2) that FBOP had entered into a stock purchase agreement with Advisory
Research, Inc. to acquire its 807,200 (or 4.1%) of the outstanding PBOC common
stock, at $10.00 per share. FBOP disclosed that upon the closing of the three
stock purchase agreements described above, FBOP would own 40.5% of PBOC's
outstanding stock.

         32. PBOC and its advisors were fully aware of FBOP's purchases. During
this time however, PBOC took no action to protect PBOC from the "creeping
acquisition" by FBOP and never made any disclosure that ss.203 had been
triggered.

         33. By entering into the Bishop Purchase Agreement, FBOP became an
"interested stockholder" under ss.203. PBOC's Board did not approve the Bishop
Purchase Agreement, or any of the other purchase agreements, prior to their
execution. Thus, FBOP could not, and cannot, enter into a "business
combination," such as a merger, with PBOC for three years, unless the
transaction is approved by the holders of 66 2/3% of the outstanding PBOC shares
not controlled by FBOP. The PBOC board failed to inform itself of this critical
fact prior to negotiating and executing the Merger Agreement, and PBOC's
management and legal and financial advisors evidently did not bring this
critical oversight to the Board's attention.

F.       PBOC NEGOTIATES FROM A POSITION OF WEAKNESS.

         34. FBOP's initial offer on December 1, 2000 was to acquire PBOC at $10
per share, the amount that FBOP had agreed to pay the Bishop Estate, BIL and
Advisory Research, Inc. for their PBOC shares. FBOP could not offer more than
$10 per share without the prior consent of the Bishop Estate and BIL, pursuant
to the Bishop Purchase Agreement and the BIL Purchase Agreement.


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         35. The PBOC Board undercut its own negotiations with FBOP by failing
to take into account the fact that FBOP was an unapproved "interested
stockholder" and thus subject to substantial restrictions under ss.203. As a
result, the PBOC Board failed to negotiate effectively with FBOP to improve the
terms of its offer. Instead, the Board permitted FBOP to dictate the terms of
the transaction and to force PBOC to discontinue negotiations with other
potential bidders. Thus, PBOC accepted FBOP's initial offer price, and signed a
one-sided Merger Agreement favoring FBOP (which contained severe termination fee
and no-talk provisions, lacked any meaningful superior offer or fiduciary out,
and which granted FBOP a 13 day walk away period with absolutely no penalty, and
at no cost, to FBOP). The PBOC board also failed to seriously consider bids from
other potential buyers because of its misguided belief that FBOP's newly
acquired dominant stock position made consideration of other deals fruitless.

         36. It is clear from the Merger Agreement and other contemporaneous
documents that PBOC and FBOP were unaware that FBOP had triggered the
protections applicable under ss.203. There was never any public disclosure made
which stated that PBOC recognized prior to the execution of the Merger Agreement
that ss.203 had been triggered. Nowhere does the Merger Agreement mention ss.203
nor does it refer to the requirement that the Merger be approved by holders of
66 2/3% of PBOC's stock other than FBOP. On the contrary, the conditions to
PBOC's obligation to close the Merger include, at Article VII (e) of the Merger
Agreement, the approval "by at least A MAJORITY of the issued and outstanding
shares of [PBOC] Common Stock


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entitled to vote thereon." The conditions set forth in the Merger Agreement do
not include approval of holders of 2/3 of PBOC stock other than shares owned by
FBOP. The Merger Agreement makes no specific representation respecting
compliance with ss.203. Moreover, the Irrevocable Proxy dated December 8, 2000,
entered into by certain directors and officers and a significant stockholder
pursuant to the Merger Agreement, recites "Whereas, THE CONSUMMATION OF THE
MERGER IS SUBJECT TO THE APPROVAL BY HOLDERS OF A MAJORITY OF ALL OUTSTANDING
SHARES OF COMMON STOCK ENTITLED TO VOTE THEREON." It is clear from these
documents that, prior to the execution of the Merger Agreement, PBOC and FBOP
were totally unaware that ss.203 had been triggered and erroneously believed
that the only vote required was the majority vote required by 8 DEL. C. ss.251.

         37. In direct and flagrant violation and disregard of their fiduciary
duties, the individual defendants decided to pursue the lower FBOP bid and to
reject the substantially higher bid of the Other Bidder. In sum, lacking
critical information that was reasonably available to them, the individual
defendants, after having determined to sell the Company in a change of control
transaction, took an offer which was between 10% to 20% lower than another bid
only nine days into the "sale process."

         38. No effort was made to give the Other Bidder an opportunity to "top"
the FBOP bid. No effort was made to actually negotiate terms with the Other
Bidder. No effort was made to try to satisfy the reasonable "contingencies"
associated with the Other Bidder's offer. Instead the Board made a premature,
and uninformed decision to halt consideration of other bids and to accept FBOP's
initial $10 per share offer. The


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reason for the Board to cut off the sale process after only nine days was their
mistaken belief that FBOP's 40-plus percent stock position would effectively
foreclose the prospect of a deal with another bidder and FBOP could eventually
take control of the board and force a business combination with PBOC.

         39. There were no exigent circumstances that required the Board to cut
off the sale process after just nine days. In fact, the December 8 Merger
Agreement was not actually binding on FBOP until December 21, 2000. As another
example of the one-sided nature of the Merger Agreement, FBOP obtained the right
to conduct thirteen more days of due diligence and to terminate the Merger
Agreement if the results of the due diligence were "not satisfactory to FBOP or
Acquisition in their sole discretion, whether or not any of the foregoing would
constitute a Material Adverse Change." In its December 22, 2000 press release
announcing that the thirteen day period had expired, PBOC referred to FBOP's
right to terminate "in its sole discretion." Thus, FBOP had had an absolute and
unfettered "walk away" right if it happened to find anything that it didn't like
(and suffer no penalty if it exercised the right). In essence, PBOC granted to
FBOP, negligently and in bad faith, a thirteen day exclusivity option to acquire
PBOC and received no consideration in return. Clearly, there was no
justification for turning away the Other Bidder on December 8 simply because it
desired to conduct additional due diligence when the Company did not really have
a binding agreement with FBOP until December 21, 2000.

G.       THE MERGER AGREEMENT CONTAINS DRACONIAN LOCK-UP PROVISIONS.

         40. Since the Company was being sold to a lower bidder and since PBOC
was not aware of the leverage available to it under ss.203, FBOP and PBOC's
board decided


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to "lock up" the deal as tightly as possible. To do that, the Merger Agreement
contained the following provisions which were and are unreasonable under the
circumstances and are draconian in all events:

                  (a) TERMINATION FEE. The Merger Agreement requires PBOC to pay
FBOP $10 million (over 5% of the deal value of $198 million) under certain
circumstances, including if PBOC's stockholders vote down the Merger and the
Company enters into a merger, asset sale or similar transaction with another
bidder within twelve months after termination of the Merger Agreement. The 5%
fee is excessive. It is beyond the normal range of acceptable termination fees
under Delaware law. It is also excessive in light of the fact that FBOP already
owns over 40% of PBOC and thus, that the fee constitutes approximately 9% of the
amount actually to be paid by FBOP to acquire the PBOC stock that it does not
already own. The fee is preclusive of other potential beneficial offers for the
next twelve months and is intended to, and will, coerce the PBOC stockholders to
vote for the Merger and against any alternative value maximizing transaction.

                  (b) NO-TALK CLAUSE. PBOC is prohibited under the Merger
Agreement from doing anything to encourage or facilitate a better deal for the
PBOC stockholders, and more importantly, PBOC and its directors, officers and
agents are prohibited from communicating with any intervening bidder. Because
the Merger Agreement only permits such communication upon receipt of an opinion
of outside counsel that such communication is required by the Board's fiduciary
obligations, there is no meaningful or legally sufficient "fiduciary out" in the
no-talk clause. The provision is a form of self-imposed, willful blindness and
abdication of duty that is


                                       16
<PAGE>

contrary to Delaware law. The no-talk provision effectively precludes the PBOC
stockholders from obtaining a higher, better intervening offer.

                  (c) NO SUPERIOR OFFER OUT/FIDUCIARY OUT. The PBOC Board is
effectively prohibited under the Merger Agreement (1) from changing its
recommendation to the stockholders in favor of the Merger even if it becomes
aware of a superior offer or other facts that make the Merger unfair to PBOC's
stockholders (because the recommendation requirement is expressly tied to the
no-talk provision), and (2) from terminating the Merger Agreement in order to
accept a superior intervening offer. Thus, the PBOC Board has effectively agreed
to abdicate its fiduciary duties to make an honest and good faith recommendation
to the stockholders in connection with the Merger vote and, contrary to its
fiduciary duties, eliminated the prospect of accepting a higher, better
intervening offer notwithstanding the obvious deficiencies in the "auction"
process and notwithstanding the Board's duties under Delaware law to maximize
shareholder value upon the sale of the Company for cash.

                  (d) IRREVOCABLE PROXY. Four of the director-defendants and
Arbur Inc., a significant stockholder, signed an Irrevocable Proxy dated
December 8, 2000 granting a proxy to FBOP to vote their shares in favor of the
Merger. A total of 1,019,571 shares are subject to the Irrevocable Proxy. As a
result, and in combination with FBOP open market stock purchases and purchases
from the Bishop Estate, BIL and Advisory Research, Inc., FBOP owns or controls
for purposes of the Merger 47.7% of PBOC's outstanding stock.

         41. Viewed collectively, the foregoing provisions are unreasonable,
constitute breaches of fiduciary duty, and were designed and implemented to tilt
the field in favor


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of FBOP and to ensure that PBOC's stockholders cannot obtain the highest value
reasonably available for their stock.

         42. The Merger is deemed to be a "change in control" for purposes of
PBOC's senior management's employment agreements. Because it is anticipated that
in connection with the Merger the employment of defendants Guenzel and Holmes
will be terminated, upon consummation of the Merger defendants Guenzel and
Holmes will be entitled to severance amounting to approximately $1.1 million and
$703,000, respectively.


H.       DEFENDANTS BREACHED THEIR FIDUCIARY DUTIES TO PLAINTIFFS AND THE CLASS


         1.       THE PROPOSED TRANSACTION GROSSLY UNDERVALUES THE COMPANY'S
                  SHARES


         43. Because of the flawed and truncated sale process, the Board did not
obtain the best available price. The Other Bidder's preliminary offer at $11-$12
per share was virtually ignored. The nine day search for a buyer was not enough
time to sufficiently explore the market. Finally, the draconian lock up features
in the Merger Agreement preclude any form of post-signing market check. Thus,
the process the Board employed to sell the Company is no indication of the
adequacy of the Merger price - and in fact points to its unfairness.

         44. The so-called "negotiations" with FBOP are also no indication of
the adequacy of the price. Because of their misconception regarding the
applicability of ss.203, the Board wrongly believed that FBOP could dictate the
terms of the deal, and thus the Board simply capitulated to FBOP's demands.
There was no true negotiation


                                       18
<PAGE>

regarding the price. PBOC simply accepted the amount that FBOP said it wanted to
pay for control of the Company, notwithstanding the fact that $10 was the price
that FBOP was willing to pay for a non-controlling minority position from the
Bishop Estate and BIL. There is simply no excuse for the Board's failure to
extract a "control premium" over the $10 purchase price.

         45. Aside from the flawed process employed here, the price to be paid
for PBOC's outstanding shares is unfair and grossly inadequate. Such inadequacy
is demonstrated by reviewing other analyses performed by KBW in other comparable
bank acquisitions and utilizing those methodologies here. Specifically, the
three comparable price ratios traditionally used by KBW in determining a bank's
value are: price to future earnings; price to tangible book value; and core
deposit premium paid. Under each of these measures, the price offered in the
Merger is significantly below the low range implied by the other banking
acquisitions. For example, utilizing the price received by shareholders of
Eldorado Bancshares, Inc. ("Eldorado") in connection with its acquisition by
Zions Bancorporation, announced on or about December 14, 2000, in which KBW
represented Eldorado, the price paid to PBOC shareholders should be in the range
of $12.75-$26.50 per share.

         46. The $10 per share price is LESS THAN PBOC's per share book value.
The $10 per share price as a multiple of PBOC's per share book value is 0.93.

         47. The price-to-book multiple is a widely used and accepted
methodology for assessing the fairness of the price offered in thrift
acquisitions. Between December 31, 1999 and December 31, 2000 there were eleven
reported thrift acquisitions and the LOWEST price-to-book ratio for all of these
deals was 1.46.


                                       19
<PAGE>

         48. Moreover, not a single recent or pending thrift acquisition over
$100 million in value (the present transaction being valued at $199 million) was
executed below 1.0x book value. The proposed transaction grossly undervalues
PBOC at 0.93x its book value.

         49. To demonstrate the inadequacy of the $10 price in the Merger, at a
price of $14 per share PBOC's price to book value multiple would be 1.3x, as
compared to the thrift median of 1.4x; PBOC's price to tangible book value
multiple would be 1.5x, as compared to the thrift median of 1.7x; and PBOC's
price to earnings multiple for 2000 would be 17.5, as compared to the thrift
median of 19.

         50. Furthermore, PBOC has substantial off-balance sheet assets,
including: (1) $1.6 billion in core deposits; (2) $700 million in transaction
accounts; and (3) 24 branch deposit collection systems. PBOC also has a high
quality loan portfolio with low reserves. These assets were not properly
accounted for in the Merger.

         2.       PBOC'S PUBLIC SHAREHOLDERS, UNLIKE BISHOP AND BIL, ARE NOT
                  PROVIDED WITH ANY OF THE BENEFITS OF THE "GOODWILL LITIGATION"

         51. While it may appear that BIL and Bishop, "sophisticated"
shareholders of the Company, have agreed to accept $10 per share for their
stock, the same as what PBOC's other public shareholders are receiving, in
reality BIL and Bishop are receiving more than $10 per share because of the
potential for additional consideration flowing to them from the "goodwill
litigation."

         52. In that regard, on January 28, 1993, the Company and certain of its
stockholders, including Bishop and BIL , filed a complaint against the United
States in the United States Court of Federal Claims ("Court of Claims") seeking
damages for


                                       20
<PAGE>

breach of contract and for deprivation of property without just compensation and
without due process of law.

         53. The allegations in that complaint arose out of the abrogation of
certain contractual promises made to the Company and to the Peoples Bank of
California (the "Bank"), by the Federal Home Loan Bank Board and the Federal
Savings and Loan Insurance Corporation ("FSLIC") (the federal fund which
previously insured the deposits of savings institutions) in exchange for the
Company's agreement to acquire and to operate the Bank which was then a failed
thrift institution (the "Goodwill Litigation"). The Goodwill Litigation
challenges changes, mandated by the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989 ("FIRREA"), with respect to the rules for computing the
Bank's regulatory capital. In connection with the Company's acquisition of the
Bank in April 1987, the Bank was permitted to include in its regulatory capital
and recognize as supervisory goodwill $217.5 million of cash assistance provided
to the Bank by the FSLIC (the "Capital Credit"), as well as $79.7 million of
goodwill which was recorded by the Bank under generally accepted accounting
principles ("GAAP"). In August 1989, Congress enacted FIRREA which provided,
among other things, that savings institutions such as the Bank were no longer
permitted to include goodwill in their regulatory capital (subject to a gradual
phase-out which expired on December 31, 1994). Consequently, the Bank was
required to write-off its goodwill subject to a regulatory phase-out, which
resulted in the Bank failing to comply with its minimum regulatory capital
requirements during 1990 and 1991. The balance of the Bank's GAAP goodwill was
written off as unrealizable in 1992.


                                       21
<PAGE>

         54. The Company alleges that the enactment of FIRREA constituted a
breach by the United States of its contractual commitment regarding the
treatment of the Capital Credit and supervisory goodwill and an unlawful taking
of the Bank's property rights in the Capital Credit and supervisory goodwill.
The Company seeks damages and restitution of all benefits conferred on the
United States by the alleged contract.

         55. The Company, the Bank and Bishop and BIL have entered into an
agreement (the "Shareholder Rights Agreement"), whereby each of these parties
received one Contingent Goodwill Participation Right for each share of common
stock held by each of these shareholders as of the date of the Shareholder
Rights Agreement. Under these agreements, 5% of any Goodwill Litigation recovery
will be retained by the Company. Importantly, when selling their shares to FBOP,
Bishop and BIL did not transfer their rights to FBOP under the Shareholder
Rights Agreement. Therefore, these shareholders stand to materially profit from
the Goodwill Litigation and, accordingly, are effectively being paid more than
$10 per share in connection with the Merger. PBOC's public shareholders, on the
other hand, have not been delegated any of the rights to the 5% of the Goodwill
litigation recovery held by the Company.

         56. In contrast, in connection with a merger involving Golden State
Bancorp, Inc. ("Golden State") in 1998, Golden State's shareholders were given
Litigation Tracking Warrants for any recovery in the Glendale Goodwill
Litigation. In that case, the Litigation Tracking Warrants were distributed to
shareholders even though there were no assurances at that time as to the
occurrence or timing of any resolution of the Glendale Goodwill Litigation or
whether or when Glendale Federal would receive


                                       22
<PAGE>

payment of any damages or amounts in settlement in connection with the Glendale
Goodwill Litigation. Here, the PBOC shareholders have received nothing.

         3.       DEFENDANTS WERE NOT ADEQUATELY INFORMED ABOUT 8 DEL. C. SS.
                  203 AND, ACCORDINGLY, BREACHED THEIR DUTY OF CARE


         57. As set forth above, the PBOC Board failed to employ the leverage
provided by ss.203. In fact, they were not even informed or advised of ss. 203
and its ramifications. The existence of ss. 203 gave the PBOC Board powerful
leverage over FBOP, which the Board failed to use to obtain a higher price for
PBOC's public shareholders.

         4.       KBW'S FAIRNESS OPINION WAS MATERIALLY INACCURATE
                  AND DID NOT VALIDATE THE TRANSACTION


         58. The Fairness Opinion is materially inaccurate and does not validate
the Merger because KBW: (1) ignored the value of PBOC's core deposits; (2) used
"off-the-map" book value and Price to Earnings ("P/E") value multiples and
ignored "minimum value" as indicated by book value approaches; (3) used
erroneous earnings per share ("EPS") estimates in its P/E value approaches and
ignored the positive impact of the acquisition of BYL; and (4) ignored the value
of PBOC's tax net operating loss carry forwards ("NOLs").

         59. In fact, in examining other recent fairness opinions, including
those issued on November 24, 2000 in connection with the Cohoes Bancorp deal, on
December 9, 2000 in connection with the Industrial Bancorp deal, and on
September 6, 2000 in connection with the FirstSpartan Bancorp deal, KBW and
other banking investment advisors in those deals considered and accounted for
core deposit premiums. There is no accounting for PBOC's core deposits here.
Importantly, buyers


                                       23
<PAGE>

routinely pay between 5%-25% of the core deposit balance to purchase core
deposits. This is illustrated by the pending thrift acquisitions of: Industrial
Bancorp (13.5% core deposit premium); FirstSpartan Financial (9.7% core deposit
premium); and Cohoes Bancorp (10.8% core deposit premium). The PBOC core deposit
premium here is less than 1%.

         60. Utilizing the core deposit premium averages from other thrift
deals, PBOC would be valued, at the very least, at $16 per share. These results,
however, are nowhere disclosed in the Proxy and there is no mention as to why a
core deposit premium analysis was not utilized by KBW here or, in the event that
one was utilized, what the result of such an analysis was.

         61. PBOC's 2000 earnings estimates relied on by KBW for the Fairness
Opinion are also flawed. In this regard, the impact of PBOC's pending
acquisition of BYL Bancorp ("BYL"), announced on or about November 29, 2000, is
ignored. That transaction is accretive to PBOC. Because of that transaction,
which is highly likely to close, PBOC's earnings for the trailing twelve months
as of September 30, 2000, increase from $0.73 to $0.80 per share. KBW, however,
did not account for the BYL transaction in its estimate of PBOC's 2000 earnings.

         5.       BREACHES OF THE FIDUCIARY DUTIES OF CARE, LOYALTY, GOOD FAITH
                  AND DISCLOSURE


         62. The Proxy fails to disclose and/or misstates material information
necessary for PBOC's shareholders to make an informed decision with respect to
the Merger. The Proxy does not provide a basis upon which shareholders can
independently evaluate the value of the Company's stock and decide whether or
not to


                                       24
<PAGE>

vote for the Merger and whether to demand appraisal and does not provide the
information necessary for reasonable stockholders to assess whether the Board
properly carried out its duties in connection with the initiation, negotiation
and approval of the Merger. Among other things, the Proxy fails to disclose
and/or misrepresents the following:

                  (a) The Proxy does not disclose that the PBOC Board first
         learned that ss.203 had been triggered AFTER it approved the Merger
         Agreement. In fact, the disclosures about ss.203 in the Proxy
         misleadingly convey the impression that the Board knew all along that
         ss.203 had been triggered. The Proxy Statement is materially false and
         misleading because it fails to disclose when and how the PBOC Board
         eventually became aware that FBOP had become an interested stockholder
         under ss.203 and fails to disclose what the PBOC Board did when it
         learned that ss.203 had been triggered. The Proxy Statement also fails
         to disclose what if any negotiations occurred respecting amendments to
         the Merger Agreement in light of the applicability of ss.203 and why no
         amendment to the Merger Agreement was deemed necessary despite the fact
         that the right to terminate the agreement is only triggered if a
         majority vote is not obtained. All of this is material because it would
         suggest to a reasonable stockholder that the board did not exercise
         negotiating leverage it had and did not obtain the highest value
         reasonably available.

                  (b) The Proxy does not disclose the existence of the Goodwill
         Litigation on behalf of the Company against the United States and the
         fact that such litigation may provide certain of PBOC's largest
         shareholders, who had accepted


                                       25
<PAGE>

         $10 per share for their stock, with consideration materially in excess
         of $10 per PBOC share. The Proxy does not disclose that when given an
         opportunity to relinquish their litigation rights, these shareholders
         did not do so.

                  (c) The Proxy does not disclose that, utilizing the core
         deposit premium averages from other thrift deals, a methodology
         routinely used in bank mergers, PBOC would be valued, at the very
         least, at $16 per share. These results are nowhere disclosed in the
         Proxy and there is no mention as to why a core deposit premium analysis
         was not utilized by PBOC's investment banker, KBW here or, in the event
         one was utilized, what the results of such an analysis were.

                  (d) The Proxy does not disclose that KBW did not use the most
         current PBOC earnings per share estimates for 2000 in connection with
         its fairness opinion.

                  (e) The Proxy does not disclose PBOC's projections which
         PBOC's financial advisor reviewed in connection with its fairness
         opinion and which FBOP reviewed.

                  (f) The Proxy does not disclose why PBOC retained two
         investment bankers, KBW and Sandler O'Neill, and paid them large sums
         of money contingent on the deal closing, when the "auction process"
         lasted only a matter of days and was, in any event, a foregone
         conclusion because of FBOP's control over PBOC. Sandler O'Neill did not
         so much as render a fairness opinion on the matter.


                                       26
<PAGE>


                  (g) The Proxy Statement at page 5 states that the Purchase
         Agreements "do not give FBOP the right to vote the underlying shares."
         This statement is false, misleading and/or materially incomplete
         because it gives the untrue impression that the Bishop Estate and BIL
         are free to vote their shares either for or against the Merger. The
         Purchase Agreements expressly require the Bishop Estate and BIL to
         support any acquisition by FBOP to the exclusion of all other potential
         bidders for PBOC. Section 6.1(a) of the Purchase Agreements provides:

                  Unless otherwise specifically prohibited by applicable law,
                  without the prior written consent of Purchaser [FBOP], Seller
                  shall not, directly or indirectly, solicit, initiate,
                  encourage or respond favorably to inquiries or proposals from,
                  or participate in any discussions or negotiations with, any
                  person (other than Purchaser and its directors, officers,
                  employees, representatives and agents) concerning (i) any
                  merger, sale of assets not in the ordinary course of business,
                  acquisition, business combination, change of control or other
                  similar transaction involving Holding Company [PBOC] or the
                  Bank, or (ii) any purchase or other acquisition by any person
                  of the Shares or any shares of capital stock of the Bank, or
                  (iii) any issuance by Holding Company or Bank of any shares of
                  its capital stock.


         Section 6.2 of the Purchase Agreements provides in part:

                  Seller agrees that unless this Agreement is terminated in
                  accordance with the provisions hereof, ... (iii) Seller will
                  not sell or offer to sell any of the Shares to any Person
                  other than the Purchaser, (iv) Seller will not take any other
                  action which could have the effect of preventing or disabling
                  the performance by either of such parties of their respective
                  obligations under this Agreement, or which could materially
                  and adversely affect the rights of Purchaser hereunder.

                  (h) The Proxy Statement at page 7 states that the "The Board
         of Directors has explored strategic alternatives and believes that the
         merger offers


                                       27
<PAGE>

         the best opportunity to maximize the value of PBOC common stock." This
         statement is listed under the heading "Reasons for the Merger" in the
         Summary section of the Proxy Statement. This statement is absent from
         the full discussion of the Board's Reasons for the Merger on page 22 of
         the Proxy Statement. This statement is false, misleading and incomplete
         because the Board did not "explore strategic alternatives" - it was
         unaware that ss.203 had been triggered and cut off its "exploration"
         within days of beginning the process. The statement is also untrue
         because the Board did not attempt to determine whether the merger
         offered the "best opportunity to maximize the value of PBOC common
         stock." In fact, for whatever reason, the Board elected to accept
         FBOP's $10/share bid even though another bid for $11-12 per share was
         on the table. There is no disclosure as to why the Board believed, as
         of December 8, that the Merger represented the best opportunity to
         maximize the value of PBOC common stock.

                  (i) The Proxy Statement contains a material misstatement on
         page 7 under the heading of "Merger Agreement - Conditions to
         Consummation of the Merger." One of the listed conditions is "approval
         of the merger agreement by the shareholders of PBOC holding not less
         than two-thirds of the outstanding shares of common stock entitled to
         vote at the meeting which are not deemed to be owned by FBOP or its
         affiliates." This statement is false and misleading because it suggests
         that the 2/3 vote required by ss.203 is actually an express condition
         in the Merger Agreement (and thus is part of the negotiated terms of
         the deal). The truth is that the 2/3 vote is not a condition under the
         Merger


                                       28
<PAGE>

         Agreement and PBOC's Board was not aware of the required ss.203 vote
         until long after the execution of the Merger Agreement.

                  (j) The Proxy Statement states at page 20 that at the December
         1, 2000 PBOC Board meeting, "KBW and Sandler O'Neill were instructed to
         negotiate a potential transaction with FBOP...." This statement is
         false, incomplete and misleading. Prior to the December 1 meeting, the
         PBOC Board was informed of KBW's preliminary opinion that the $10 offer
         price from FBOP was fair. Thus, KBW and Sandler O'Neill were not
         negotiating for a higher price from FBOP. The Proxy fails to note that
         the "negotiation of a potential transaction with FBOP" did not include
         the negotiation of the most important issue - the price - and
         misleadingly creates the impression that there was additional
         negotiation of the Merger price with FBOP after December 1, 2000.

                  (k) The statements on page 21 of the Proxy Statement regarding
         the Board's reasons for rejecting the Other Bidder's $11-12 bid are
         materially false and misleading. The Proxy Statement falsely states
         that "The Board of Directors considered this non-binding indication of
         interest from the Regional Bank insufficient in light of the number of
         contingencies it contained, particularly in light of the substantially
         negotiated definitive agreement with FBOP." The contingencies were not
         the real concern of the Board and consummation of a definitive
         agreement with the Other Bidder was not "highly uncertain" because of
         these so-called contingencies for the following reasons:

                           (i) The Proxy Statement states that the Board
                  believed the Other Bidder's bid was "highly uncertain" and
                  insufficient because the


                                       29
<PAGE>

                  bid was contingent on "further due diligence." This is untrue.
                  The Board was not concerned with permitting further due
                  diligence. In fact, the Merger Agreement with FBOP permitted
                  FBOP to conduct further due diligence until December 21, 2000,
                  and permitted FBOP to walk away from the deal without penalty
                  if it found anything it didn't like.

                           (ii) The Proxy Statement states that the Board
                  believed the Other Bidder's bid was "highly uncertain" and
                  insufficient because the bid was contingent on "negotiation of
                  a definitive agreement." This is false. Negotiation of a
                  definitive agreement is simply a necessity of any deal and is
                  not a reason for PBOC not to negotiate with a bidder.
                  Moreover, PBOC was able to "negotiate" a final agreement with
                  FBOP in one weeks time - there is no disclosure as to why PBOC
                  would believe it would take longer than that with the Other
                  Bidder.

                           (iii) The Proxy Statement states that the Board
                  believed the Other Bidder's bid was "highly uncertain" and
                  insufficient because the bid was contingent on the Other
                  Bidder's name not being used publicly until a definitive
                  agreement was executed. There is no disclosure, and no
                  conceivable reason, why this would be a material concern to
                  the PBOC Board. In fact, the Other Bidder had signed a
                  confidentiality agreement with PBOC prior to initiating due
                  diligence. The foregoing "contingencies" disclosed in the
                  Proxy Statement simply attempt to mislead the stockholders and
                  hide the real reason why the PBOC Board rejected the Other
                  Bidder out of hand.


                                       30
<PAGE>

                  (l) The Proxy Statement fails to disclose that the PBOC Board
         rejected the Other Bidder's bid, and terminated further solicitation of
         offers on December 8 because it had determined that it would sign an
         agreement only with its new 40.5% stockholder and that it would not
         waste its time negotiating with other bidders believing that FBOP, as a
         controlling stockholder, could reject any deal other than its $10/share
         merger offer.

                  (m) The Proxy Statement contains a false statement on page 22
         that the terms of the Merger Agreement "are the product of arm's length
         negotiations between representatives of FBOP and PBOC." This statement
         is materially false and misleading because the terms of the Merger
         Agreement, especially the most important term - the price, were
         unilaterally set by FBOP. The Merger price reflects FBOP's first and
         only offer and was based not on negotiations between PBOC and FBOP, but
         on FBOP's willingness to pay that amount for the shares held by the
         Bishop Estate and BIL in November. The Merger Agreement contains
         draconian deal protection measures that can only be the result of a
         one-sided drafting process. At the time the Merger Agreement was
         negotiated and signed, FBOP had become, in the eyes of the PBOC Board,
         the controlling stockholder, and accordingly was permitted to dominate
         the process.

         63. The individual defendants owe fiduciary duties of care, loyalty and
good faith to PBOC's stockholders. Those fiduciary duties required the
individual defendants, among other things, to inform themselves of all
reasonably available facts in connection with negotiating and approving the
Merger, to implement a process reasonably designed to obtain the highest value
available when they decided to sell the


                                       31
<PAGE>

Company, and to obtain the best transaction reasonably available in order to
maximize current shareholder value.

         64. The individual defendants initiated a bidding process seeking to
sell the Company and entered into a Merger Agreement in which the shares of PBOC
will be converted into cash and PBOC will become wholly owned by FBOP. The
individual defendants had a duty to formulate and implement a process reasonably
designed to obtain the highest value available to PBOC's stockholders. Accepting
the lower offer from FBOP following a truncated and faulty sale process,
rejecting out of hand a higher offer from the Other Bidder, "locking-up" the
lower offer with the no-talk provision, termination fee and other lock-up
provisions described above and failing to inform themselves that ss.203 had been
triggered does not qualify as acting reasonably to seek the highest value
available for the stockholders. The "sale process" was woefully inadequate and
was significantly chilled by FBOP's acquisition of a dominant 40% position
through private stock purchases (which went completely unchecked by the PBOC
Board because of their failure to inform themselves that ss.203 had been
triggered).

         65. In a particularly glaring example of a breach of the duties of care
and good faith, the Board failed to inform itself of the fact that FBOP was an
"interested stockholder" under ss.203 and failed to use ss.203 to extract a
higher price and better terms from FBOP. The creeping acquisition of a dominant
share position by FBOP and the subsequent capitulation by the PBOC Board to the
inadequate $10 per share Merger offer is exactly what ss.203 is intended to
protect against. The failure of the PBOP Board or its legal and financial
advisors even to recognize the applicability of


                                       32
<PAGE>

ss.203 prior to the approval of the Merger and to use it as leverage in
negotiations with FBOP and in connection with conducting the auction with other
potential bidders, represents a most extreme form of gross negligence and
reckless disregard of duty and a complete absence of good faith in the Board's
actions in their fiduciary capacity.

         66. The Board did not exercise care or good faith because they agreed
to sell the Company to the lower bidder and ignored a significantly higher cash
bid. A decision to sell a company to a low bidder when a higher bid is
outstanding, and then to lock-up the lower priced transaction with draconian
provisions is not a valid exercise of the duties of care, loyalty or good faith
when the Board's duty is to obtain the best value maximizing deal for the
stockholders. The PBOC Board failed to obtain the best deal available and, in
fact took affirmative actions to prevent a better deal from being presented to
the stockholders. The Board's conduct described at length above constitutes a
breach of the duties of loyalty and care, and constitutes reckless conduct
amounting to bad faith.

         67. The Merger Price is woefully inadequate and does not represent
either a fair price or the best price reasonably available.

         68. Defendants' failure to disclose all material facts relevant to the
proposed transaction in an accurate and non-misleading manner constitutes a
breach of defendants' duty of candor.

         69. By reason of the foregoing, defendants have violated the fiduciary
duties which each of them owes to plaintiffs and the other members of the Class.

         70. Unless enjoined by this Court, defendants will continue to breach
their fiduciary duties owed to plaintiffs and the members of the Class.
Defendants are


                                       33
<PAGE>

prepared to consummate a buy-out on unfair and inadequate terms which will
preclude the Class from obtaining its fair proportionate share of PBOC's
valuable assets and businesses, all to the irreparable harm of the Class, as
aforesaid.

         71. FBOP and Acquisition knowingly participated in the individual
defendants' breaches of fiduciary duty. First, FBOP acquired its 40% position in
the Company for the express purpose of forcing the PBOC Board to negotiate with
it and with no one else. Second, FBOP took advantage of the PBOC Board's failure
to rely upon ss.203 and entered into a merger agreement with PBOC
notwithstanding the fact that ss.203 required a supermajority vote of
stockholders other than FBOP. Third, FBOP and Acquisition knowingly overreached
by obtaining unparalleled lockup provisions in the Merger Agreement in obvious
violation of the Board's fiduciary duties. For these reasons, FBOP and
Acquisition were knowing and active participants in the individual defendants'
breaches of fiduciary duty.

         72. Plaintiffs and the other members of the Class have no adequate
remedy at law.

         WHEREFORE, Plaintiffs pray for judgment and relief as follows:

         A. Ordering that this action may be maintained as a class action and
certifying Plaintiffs as Class representatives;

         B. Preliminarily and permanently enjoining Defendants and their
counsel, agents, employees and all persons acting under, in concert with, or for
them, from proceeding with the Merger;

         C. In the event the Merger is consummated, rescinding it and setting it
aside;


                                       34
<PAGE>

         D. Awarding the class compensatory or rescissory damages against
Defendants, individually and severally, in an amount to be determined at trial,
together with prejudgment interests at the maximum rate allowable by law;

         E. Awarding Plaintiffs the costs and disbursements of this action,
including a reasonable allowance for legal and expert fees; and

         F. Granting such other and further relief as the Court may seem just
and proper.


                                    ROSENTHAL, MONHAIT, GROSS &
                                    GODDESS, P.A.


                                    By:
                                       ----------------------------------------
                                          919 North Market Street
                                          Suite 1401, Mellon Bank Center
                                          P.O. Box 1070
                                          Wilmington, Delaware 19801
                                          (302) 656-4433



                                    PRICKETT, JONES & ELLIOTT



                                       By:
                                          -------------------------------------
                                          Ronald A. Brown, Jr.
                                          1310 King Street
                                          Box 1328
                                          Wilmington, DE 19899
                                          (302) 888-6500

                                          Attorneys for Plaintiffs

                                       35
<PAGE>





OF COUNSEL:



MILBERG, WEISS, BERSHAD,
 HYNES & LERACH LLP
One Pennsylvania Plaza
New York, NY 10119
(212) 594-5300



BURT & PUCILLO, LLP
Northbridge Centre
Suite 1701
515 North Flagler Drive
West Palm Beach, FL  33401
(561) 835-0322



CAULEY GELLER BOWMAN & COATES, LLP
One Boca Place
Suite 421 Atrium
2255 Glades Road
Boca Raton, FL  33433
(561) 750-3000


Dated:  March 13, 2001


                                       36