<PAGE>
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
(Mark One)

     [X]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2001

                                       OR

     [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

          For the transition period from ____________to _______________

                         COMMISSION FILE NUMBER 0-28292


                              BANK PLUS CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

               DELAWARE                                95-4571410
    (STATE OR OTHER JURISDICTION OF      (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
    INCORPORATION OR ORGANIZATION)

        4565 COLORADO BOULEVARD                          90039
        LOS ANGELES, CALIFORNIA                       (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (818) 549-3116


         Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  X   No
                                              ---     ---

         As of November 9, 2001, Registrant had outstanding 19,510,539 shares of
Common Stock, par value $.01 per share.

================================================================================

<PAGE>

                              BANK PLUS CORPORATION


                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

          Consolidated Statements of Financial Condition as of September
             30, 2001 and December 31, 2000................................    1

          Consolidated Statements of Operations for the quarter and nine
             months ended September 30, 2001 and 2000......................    2

          Consolidated Statements of Comprehensive Income for the quarter
             and nine months ended September 30, 2001 and 2000.............    4

          Consolidated Statements of Cash Flows for the quarter and nine
             months ended September 30, 2001 and 2000......................    5

          Notes to Consolidated Financial Statements ......................    6

Item 2.   Management's Discussion and Analysis of Financial Condition
             and Results of Operations.....................................    8

PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings................................................   24

Item 4    Submission of Matters to a Vote of Security Holders..............   30

Item 6.   Exhibits and Reports on Form 8-K.................................   32

             a. Exhibits...................................................   32

             b. Reports on Form 8-K........................................   34

                                       i
<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                               BANK PLUS CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                          (Dollars in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                                September 30,  December 31,
                                                                                    2001           2000
                                                                                ------------   ------------
<S>                                                                             <C>            <C>
ASSETS:
   Cash and cash equivalents ................................................   $   243,131    $   223,681
   Mortgage-backed securities ("MBS") available for sale ("AFS"),
     at fair value ..........................................................       361,407        243,961
   Loans receivable, net of allowances for estimated loan losses of $9,547
     and $10,135 at September 30, 2001 and December 31, 2000, respectively ..     1,503,050      1,649,776
   Net assets of discontinued operations, at estimated disposition value ....         1,410          7,498
   Investment in Federal Home Loan Bank ("FHLB") stock ......................        20,371         25,631
   Premises and equipment ...................................................        24,611         27,510
   Other assets .............................................................        30,181         34,264
                                                                                ------------   ------------

Total Assets ................................................................   $ 2,184,161    $ 2,212,321
                                                                                ============   ============

LIABILITIES AND STOCKHOLDERS' EQUITY:
   Liabilities:
     Deposits ...............................................................   $ 2,040,677    $ 2,075,792
     Senior notes ...........................................................        51,478         51,478
     Other liabilities ......................................................        18,788         19,126
                                                                                ------------   ------------
        Total Liabilities ...................................................     2,110,943      2,146,396
                                                                                ------------   ------------

   Commitments and contingencies
   Minority interest ........................................................           272            272

   Stockholders' equity:
     Common stock:
        Common stock, par value $.01 per share; 78,500,000 shares
          authorized; 19,501,096 and 19,463,343 shares outstanding
          at September 30, 2001 and December 31, 2000, respectively .........           195            195
        Paid-in capital .....................................................       275,802        275,306
     Accumulated other comprehensive earnings (loss) ........................         2,109         (3,036)
     Accumulated deficit ....................................................      (205,160)      (206,812)
                                                                                ------------   ------------
        Total Stockholders' Equity ..........................................        72,946         65,653
                                                                                ------------   ------------

Total Liabilities and Stockholders' Equity ..................................   $ 2,184,161    $ 2,212,321
                                                                                ============   ============

                           See notes to consolidated financial statements.
</TABLE>

                                                 1
<PAGE>

<TABLE>
                                    BANK PLUS CORPORATION AND SUBSIDIARIES

                                     CONSOLIDATED STATEMENTS OF OPERATIONS
                               (Dollars in thousands, except per share amounts)

<CAPTION>
                                                                  Quarter ended                Nine months ended
                                                                  September 30,                  September 30,
                                                         -----------------------------   -----------------------------
                                                             2001             2000            2001           2000
                                                         -------------   -------------   -------------   -------------
<S>                                                      <C>             <C>             <C>             <C>
Interest Income:
   Loans .............................................   $     28,957    $     32,602    $     93,003    $    101,198
   MBS ...............................................          5,187           4,098          14,317          14,019
   Investment securities and other ...................          2,028           2,878           7,178           7,695
                                                         -------------   -------------   -------------   -------------
     Total interest income ...........................         36,172          39,578         114,498         122,912
                                                         -------------   -------------   -------------   -------------
Interest Expense:
   Deposits ..........................................         22,297          25,087          70,193          77,398
   Other borrowings ..................................          1,568           1,571           4,705           4,896
   Interest allocated to discontinued operations .....            (65)           (622)           (245)         (3,845)
                                                         -------------   -------------   -------------   -------------
     Total interest expense ..........................         23,800          26,036          74,653          78,449
                                                         -------------   -------------   -------------   -------------
Net interest income ..................................         12,372          13,542          39,845          44,463
Provision for estimated loan losses ..................             --            (900)             --          (1,858)
                                                         -------------   -------------   -------------   -------------
Net interest income after provision for estimated loan
   losses ............................................         12,372          14,442          39,845          46,321
                                                         -------------   -------------   -------------   -------------
Noninterest Income:
   Fee income from the sale of investment products ...          1,607           1,462           4,691           5,199
   Fee income from deposits and other fee income .....            665             699           2,007           2,196
   Loan fee income ...................................            581             611           1,792           2,142
   Gain on sales of branches, net ....................             --           1,116              --          25,430
   Other income ......................................             99              51             440             210
   Real estate operations, net .......................            (33)            555               6             616
                                                         -------------   -------------   -------------   -------------
     Total noninterest income ........................          2,919           4,494           8,936          35,793
                                                         -------------   -------------   -------------   -------------
Operating Expense:
   Personnel and benefits ............................          8,191           8,631          27,177          28,165
   Occupancy .........................................          2,593           2,933           8,106           9,877
   Federal Deposit Insurance Corporation insurance ...            246           1,010           2,900           3,997
   Professional services .............................          1,402           1,496           4,997           6,360
   Office-related expenses ...........................            691             984           2,179           3,130
   Other .............................................            848             449           2,361           2,507
   Expenses allocated to discontinued operations .....            (90)           (205)           (292)         (2,237)
                                                         -------------   -------------   -------------   -------------
     Total operating expenses.........................         13,881          15,298          47,428          51,799
                                                         -------------   -------------   -------------   -------------
Earnings from continuing operations before income
   taxes and minority interest .......................          1,410           3,638           1,353          30,315
Income tax benefit ...................................             --              --          (1,461)             --
                                                         -------------   -------------   -------------   -------------
Earnings from continuing operations
   before minority interest ..........................          1,410           3,638           2,814          30,315
Minority interest in subsidiary ......................              7               7              21              21
                                                         -------------   -------------   -------------   -------------
Earnings from continuing operations ..................          1,403           3,631           2,793          30,294
Discontinued Operations:
   Loss from operations ..............................             --              --              --          (7,344)
   Loss on disposal ..................................         (1,143)           (832)         (1,143)        (61,176)
                                                         -------------   -------------   -------------   -------------

Net earnings (loss) ..................................   $        260    $      2,799    $      1,650    $    (38,226)
                                                         =============   =============   =============   =============

                                                                                                           (continued)
                                See notes to consolidated financial statements.
</TABLE>

                                                      2
<PAGE>

<TABLE>
                                    BANK PLUS CORPORATION AND SUBSIDIARIES

                               CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
                               (Dollars in thousands, except per share amounts)

<CAPTION>
                                                                  Quarter ended                Nine months ended
                                                                  September 30,                  September 30,
                                                         -----------------------------   -----------------------------
                                                             2001             2000            2001           2000
                                                         -------------   -------------   -------------   -------------
<S>                                                      <C>             <C>             <C>             <C>
Earnings (Loss) Per Share:
   Continuing operations:
     Basic ...........................................   $       0.07    $       0.19    $       0.14    $       1.56
     Diluted .........................................           0.07            0.19            0.14            1.55
   Discontinued operations:
     Basic ...........................................          (0.06)          (0.05)          (0.06)          (3.52)
     Diluted .........................................          (0.06)          (0.05)          (0.06)          (3.52)
   Total:
     Basic ...........................................           0.01            0.14            0.08           (1.96)
     Diluted .........................................           0.01            0.14            0.08           (1.96)

Weighted average common shares outstanding:
     Basic ...........................................     19,483,831      19,470,400      19,479,101      19,470,400
     Diluted .........................................     20,280,620      19,522,245      20,061,076      19,486,957

                                See notes to consolidated financial statements.
                                                      3
</TABLE>
<PAGE>

<TABLE>
                               BANK PLUS CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                       (Dollars in thousands)


<CAPTION>
                                                                 Quarter ended       Nine months ended
                                                                 September 30,         September 30,
                                                             --------------------  --------------------
                                                                2001      2000        2001       2000
                                                             ---------  ---------  ---------  ---------
<S>                                                          <C>        <C>        <C>        <C>
Net earnings (loss) ......................................   $    260   $  2,799   $  1,650   $(38,226)
Other comprehensive earnings:
   MBS AFS unrealized holding gains for the period, net ..      3,367      2,603      5,145      3,053
                                                             ---------  ---------  ---------  ---------

Comprehensive earnings (loss) ............................   $  3,627   $  5,402   $  6,795   $(35,173)
                                                             =========  =========  =========  =========

                           See notes to consolidated financial statements.

                                                  4
</TABLE>
<PAGE>

<TABLE>
                                    BANK PLUS CORPORATION AND SUBSIDIARIES

                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            (Dollars in thousands)

<CAPTION>
                                                                         Quarter ended         Nine months ended
                                                                         September 30,           September 30,
                                                                   -----------------------   -----------------------
                                                                      2001         2000          2001        2000
                                                                   ----------   ----------   ----------   ----------
<S>                                                                <C>          <C>          <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net earnings (loss) .........................................   $     260    $   2,799    $   1,650    $ (38,226)
   Net loss from discontinued operations and loss on disposal ..       1,143          832        1,143       68,520
                                                                   ----------   ----------   ----------   ----------

   Earnings from continuing operations .........................       1,403        3,631        2,793       30,294
   Adjustments to reconcile earnings from continuing
     operations to net cash provided by (used in)
     operating activities:
        Provisions for estimated loan and real estate losses ...        (166)        (900)        (174)      (1,858)
        FHLB stock dividends ...................................        (302)        (464)      (1,115)      (1,479)
        Depreciation and amortization ..........................       1,414        2,170        4,514        5,620
        Accretion of discounts, net deferred loan
          fees and amortization of premiums ....................         914          341        2,551        1,526
        Deferred income tax benefit ............................          --           --       (1,461)          --
        Stock option repricing .................................          --           --          381           --
        Gain on sale of deposits ...............................          --       (1,116)          --      (25,430)
   Proceeds from sale of FHLB stock ............................          --           --        6,448        7,491
   Interest receivable decrease ................................       1,002           56        2,483          855
   Other assets decrease (increase) ............................       4,682      (10,359)       5,811      (12,899)
   Interest payable (decrease) increase ........................         (60)         102          (99)         (20)
   Other liabilities increase (decrease) .......................       2,030       (1,346)        (220)      14,846
                                                                   ----------   ----------   ----------   ----------
     Net cash provided by (used in) operating activities .......      10,917       (7,885)      21,912       18,946
                                                                   ----------   ----------   ----------   ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchases of MBS AFS ........................................     (16,339)     (26,603)    (243,738)     (26,603)
   Principal repayments of MBS AFS .............................      37,017           --       82,679           --
   Proceeds from sales of MBS AFS ..............................          --       30,706       47,478       96,059
   Loans receivable, net decrease ..............................      41,234       17,918      148,219       81,083
   Proceeds from sales of real estate ..........................         195        2,346          677        4,273
   (Purchases) dispositions of premises and equipment ..........        (171)      (1,029)        (178)       1,747
                                                                   ----------   ----------   ----------   ----------
     Net cash provided by investing activities .................      61,936       23,338       35,137      156,559
                                                                   ----------   ----------   ----------   ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Demand deposits and savings, net (decrease) increase ........       4,034        7,150       (9,219)       2,041
   Certificate accounts, net increase (decrease) ...............      24,281      (49,712)     (17,002)     (14,805)
   Cash used to fund sale of deposits ..........................      (8,636)          --       (8,636)    (135,555)
   Proceeds from FHLB advances .................................          --           --           --        6,000
   Repayments of FHLB advances .................................          --           --           --      (26,000)
   Proceeds from exercise of stock options .....................          96           --           96           --
                                                                   ----------   ----------   ----------   ----------
     Net cash provided by (used in) financing activities .......      19,775      (42,562)     (34,761)    (168,319)
                                                                   ----------   ----------   ----------   ----------
Net cash provided by (used in) continuing operations ...........      92,628      (27,109)      22,288        7,186
Net cash (used in) provided by discontinued operations .........      (2,475)       4,009       (2,838)      55,682
                                                                   ----------   ----------   ----------   ----------
Net increase (decrease) in cash and cash equivalents ...........      90,153      (23,100)      19,450       62,868
Cash and cash equivalents at beginning of period ...............     152,978      175,489      223,681       89,521
                                                                   ----------   ----------   ----------   ----------
Cash and cash equivalents at end of period .....................   $ 243,131    $ 152,389    $ 243,131    $ 152,389
                                                                   ==========   ==========   ==========   ==========

SUPPLEMENTAL CASH FLOW INFORMATION:
   Interest paid on deposits, advances and other borrowings ....   $  23,547    $  26,176    $  73,865    $  81,173
   Income tax payments .........................................           7           89          225           88
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
     AND FINANCING ACTIVITIES:
   Real estate acquired through foreclosure ....................          58          530          621        2,921
   Loans originated to finance sale of REO .....................         571           --          571           --
   Stock awards and restricted stock issued ....................          --           --           19           20
   Sale of deposits funded by loans and other assets:
     Deposits sold .............................................         258           --          258      278,982
     Loans receivable ..........................................          (2)          --           (2)    (251,121)
     Gain on sale of deposits ..................................          --           --           --      (24,314)
     Fixed assets ..............................................          --           --           --       (2,451)
     Other assets and liabilities ..............................        (256)          --         (256)      (1,096)

                                See notes to consolidated financial statements.
                                                       5
</TABLE>

<PAGE>

                     BANK PLUS CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2001


1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Bank Plus Corporation ("Bank Plus"), through its wholly-owned
subsidiaries, Fidelity Federal Bank, A Federal Savings Bank, and its
subsidiaries (collectively "Fidelity" or the "Bank"), and Gateway Investment
Services, Inc. ("Gateway") a National Association of Securities Dealers, Inc.
("NASD") registered broker/dealer, (collectively, the "Company"), offers a broad
range of consumer financial services, including demand and term deposits, loans
and uninsured investment products, including mutual funds and annuities.
Fidelity operates through 28 full-service branches which are located in the
Southern California counties of Los Angeles and Orange.

         In the opinion of the Company, the accompanying unaudited consolidated
financial statements, prepared from the Company's books and records, contain all
adjustments (consisting of only normal recurring accruals) necessary for a fair
presentation of the Company's consolidated financial condition as of September
30, 2001 and December 31, 2000, and the consolidated results of operations,
statements of comprehensive income and statements of cash flows for the quarter
and nine months ended September 30, 2001 and 2000. All significant intercompany
transactions and balances have been eliminated. Certain reclassifications have
been made to prior years' consolidated financial statements to conform to the
2001 presentation.

         The accompanying unaudited consolidated financial statements have been
prepared in accordance with the instructions to Form 10-Q and include all
information and footnotes required for interim financial statement presentation.
The financial information provided herein, including the information under the
heading Item 2. "Management's Discussion and Analysis of Financial Condition and
Results of Operations" ("MD&A"), is written with the presumption that the users
of the interim financial statements have read, or have access to, the most
recent Annual Report on Form 10-K which contains the latest available audited
consolidated financial statements and notes thereto, as of December 31, 2000
together with the MD&A as of such date.

         The preparation of financial statements in conformity with generally
accepted accounting principles ("GAAP") requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

2. DISCONTINUED OPERATIONS

         In July 2000, the Board of Directors adopted a plan to dispose of its
remaining credit card operations. As a result, the carrying values of the
remaining credit card portfolios and other assets have been reduced to their
estimated disposition values and the credit card operations are now reported as
discontinued operations in the Company's financial statements. The remaining
assets are expected to be disposed of through normal run-off or sold. Summarized
balance sheet data for the discontinued operations is as follows:

                                                     September 30,  December 31,
                                                        2001            2000
                                                     -------------  ------------
                                                       (Dollars in thousands)
Credit card balances and other receivables, net...   $      4,380   $     5,822
Other assets......................................          1,339         3,921
Other liabilities.................................         (4,309)       (2,245)
                                                     -------------  ------------

   Net assets.....................................   $      1,410   $     7,498
                                                     =============  ============


         Interest costs have been allocated to the discontinued operations based
on a rolling 12 month average of one-year fixed rate FHLB advances. General and
administrative expenses not specifically identifiable with either the continuing
operations or discontinued operations are allocated on the basis of direct
operating expenses. Expenses allocated to discontinued operations for the
quarter and nine months ended September 30, 2001 were $0.1 million and $0.3
million, respectively.

                                       6
<PAGE>

                     BANK PLUS CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2001


         The net assets and results of operations of the credit card operations
have been reclassified in the consolidated financial statements for prior
periods as discontinued operations. In future periods, discontinued operations
are not expected to have a material impact on consolidated results of
operations.


3. EARNINGS PER SHARE

         The reconciliation of the numerators and denominators used in basic and
diluted earnings per share ("EPS") follows for the periods indicated:

<TABLE>
<CAPTION>
                                                                    Quarter ended           Nine months ended
                                                                    September 30,             September 30,
                                                              ------------------------  ------------------------
                                                                 2001          2000         2001         2000
                                                              -----------  -----------  -----------  -----------
<S>                                                           <C>          <C>          <C>          <C>
Weighted average common shares outstanding:
    Basic ..................................................  19,483,831   19,470,400   19,479,101   19,470,400
    Effect of dilutive securities-- stock options ..........     796,789       18,512      581,975           --
    Effect of dilutive securities-- deferred stock awards ..          --       33,333           --       16,557
                                                              -----------  -----------  -----------  -----------
    Diluted ................................................  20,280,620   19,522,245   20,061,076   19,486,957
                                                              ===========  ===========  ===========  ===========
</TABLE>

4. RECENT ACCOUNTING PRONOUNCEMENTS

         In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other Intangible Assets". SFAS No. 142 changes the accounting for goodwill from
an amortization method to an impairment-only approach. Amortization of goodwill,
including goodwill recorded in past business combinations, will cease upon
adoption of this statement. SFAS 142 is effective for fiscal years beginning
after December 15, 2001 to all goodwill and other intangible assets recognized
in an entity's statement of financial position at that date, regardless of when
those assets were initially recognized. The Company has not determined the
impact, if any, that this statement will have on its consolidated financial
position or results of operations.

         As of September 30, 2001, the Company had goodwill and other intangible
assets, net of accumulated amortization, of $9.0 million, which would be subject
to the transitional assessment provisions of SFAS 142. Amortization expense
related to intangible assets was $0.5 million and $1.4 million for the quarter
and nine months ended September 30, 2001, respectively.

                                       7
<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS


FORWARD-LOOKING STATEMENTS

         Certain statements included in this Quarterly Report on Form 10-Q,
including without limitation statements containing the words "believes",
"anticipates", "intends", "expects" and words of similar import, constitute
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors that may cause the actual results,
performance or achievements of Bank Plus and Fidelity to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors are referred to in Bank Plus's
most recent Annual Report on Form 10-K as of December 31, 2000. A number of
other factors may have a material adverse effect on the Company's financial
performance. These factors include a national or regional economic slowdown or
recession which increases the risk of defaults and credit losses; the impact of
changes in the availability or price of electrical or other forms of energy in
the Company's markets; movements in market interest rates that reduce our
margins or the fair value of the financial instruments we hold; restrictions
imposed on the Bank's operations by regulators such as a prohibition on the
payment of dividends to Bank Plus; the impact of future actions by the United
States Department of Justice ("DoJ") on the Bank's financial condition or
regulatory status; actions by the Bank's regulators or other governmental
agencies having jurisdiction over the Bank that could adversely affect the
Bank's regulatory compliance status or capital levels; failure of regulatory
authorities to issue approvals or non-objections to material transactions
involving the Bank; the effects of fraud or other contract breaches by third
parties or customers; the effectiveness of the Company's collection efforts and
the outcome of pending and future litigation. Given these uncertainties, undue
reliance should not be placed on such forward-looking statements. Bank Plus
disclaims any obligation to update any such factors or to publicly announce the
results of any revisions to any of the forward-looking statements included
herein to reflect future events or developments.


RECENT DEVELOPMENTS

         On June 2, 2001, Bank Plus entered into a definitive merger agreement
with FBOP Corporation, ("FBOP") under which Bank Plus will be acquired by FBOP.
Under the terms of the agreement FBOP will pay $7.25 per share in cash for Bank
Plus common stock. At the 2001 annual meeting of stockholders held on September
12, 2001, stockholders of the Company approved the merger with FBOP. FBOP filed
their application for regulatory approval of the proposed merger with the Board
of Governors of the Federal Reserve System in September 2001 and expects to
receive regulatory approval for the merger shortly. Subject to regulatory
approvals and the satisfaction of certain other conditions, the merger is
expected to close late in the fourth quarter of 2001. No assurances can be given
that the merger will be completed or, if completed, will be completed within
that time frame.

         During the first quarter of 2001, the Office of Thrift Supervision
("OTS") upgraded the status of the Bank and removed the "problem association"
and "troubled condition" designations. As a result, the Bank is no longer
subject to certain regulatory restrictions related to those designations.

         At March 31, 2001, the Bank's regulatory capital status improved to
"well capitalized".

         During the first quarter of 2001, the Bank was advised by the OTS that
they will not seek any further Bank corrective action in connection with the May
1999 Special Limited Compliance Examination of the Bank's discontinued credit
card operations ("Special Compliance Examination"). Additionally, in March 2001
the OTS made a referral to the United States Department of Justice ("DoJ") for
review of certain fair lending compliance issues arising from the Special
Compliance Examination. The Bank believes that these issues primarily involve
the collection and origination activities of third parties for which the Bank is

                                       8
<PAGE>

not responsible; however, the DOJ has threatened litigation directly against the
Bank. The Bank and the DOJ have conducted settlement negotiations which have not
been successful to date. No assurance can be given that there will not be
litigation initiated by the DOJ against the Bank. The Company believes, based on
its knowledge of the issues, on its communications with OTS and DOJ, and on the
advice of its counsel, that the allegations which form the basis of the DOJ's
threat of litigation are not meritorious as to the Bank, and that the Bank has
strong defenses against any such potential allegations.

         In July 2001, the Bank completed the sale of the Mall of America branch
in Bloomington, Minnesota, which had $8.9 million in deposits. The Bank's branch
office located in Corona del Mar was closed in September 2001 and all customer
deposits, which totaled $36.6 million at August 31, 2001, were transferred to
its Newport Beach branch office.


RESULTS OF OPERATIONS

CONTINUING OPERATIONS

         Earnings from continuing operations were $1.4 million for the third
quarter of 2001 as compared to $3.6 million in the third quarter of 2000.
Earnings from continuing operations for the nine months ended September 30, 2001
were $2.8 million as compared to $30.3 million for the corresponding period in
2000. Comparison of earnings for these periods is affected by the following
unusual items:

         o    For the quarter and nine months ended September 30, 2001, the
              Company incurred merger-related expenses of $0.3 million and $2.8
              million, respectively.
         o    In the first quarter of 2001, the Company recorded income tax
              benefits of $1.5 million.
         o    For the quarter and nine months ended September 30, 2000, the
              Company realized gains on sales of branches of $1.1 million and
              $25.4 million, respectively.

         Excluding merger related expenses, income tax benefits and gains on
sales of branches, earnings from continuing operations were $1.7 million and
$4.1 million for the quarter and nine months ended September 30, 2001,
respectively, as compared to $2.5 million and $4.9 million for the corresponding
periods in 2000. The decrease in earnings for the 2001 periods was the result of
decreases in net interest income, no recoveries of provisions for loan losses in
2001 and decreases in noninterest income. The impact of these items was
partially offset by lower operating expenses.

         Net interest income in the third quarter of 2001 decreased to $12.4
million from $13.5 million in the third quarter of 2000 primarily due to a
decrease in the net yield on interest earning assets. The decrease in net yield
was primarily due to significant decreases in short term interest rates. During
the third quarter of 2001, the yield on short term investments, which
represented 8% of total interest earning assets during the quarter, decreased at
a faster rate than the Company's cost of deposits primarily due to a 150 basis
point decrease in the targeted Fed Funds rate between June 2001 and September
2001. Net interest income for the nine months ended September 30, 2001 decreased
$4.6 million to $39.8 million as compared to the corresponding period in 2000 as
a result of a decrease in interest earning assets and a decrease in the net
yield on interest earning assets. The level of interest earning assets decreased
as a result of the sales of $415 million of deposits during the first six months
of 2000. The decrease in net yield was primarily due to significant decreases in
short term interest rates. During 2001, the yield on short term investments
decreased at a faster rate than the Company's cost of deposits primarily due to
a 400 basis point decrease in the targeted Fed Funds rate during the first nine
months of 2001.

         No provision for estimated loan losses was recorded for the quarter and
nine months ended September 30, 2001 as compared to $0.9 million and $1.9
million of recoveries recorded during the corresponding periods in 2000. The low
levels of provisions reflect the continuing strong asset quality in the Bank's

                                       9
<PAGE>

mortgage loan portfolio, with delinquency and real estate owned balances
remaining at historically low levels, and continuing decreases in classified
assets.

         Excluding net gains on the sale of branches, noninterest income for the
third quarter of 2001 decreased $0.5 million to $2.9 million as compared to the
third quarter of 2000 primarily due to $0.6 million of income realized from real
estate operations in the third quarter of 2000. Excluding net gains on the sale
of branches, noninterest income for the nine months ended September 30, 2001
decreased to $8.9 million from $10.4 million in the corresponding period in 2000
primarily due to $0.6 million of income realized from real estate operations in
2000 and lower investment product fees and deposit fees resulting from the sales
of branches completed during the first six months of 2000.

         Excluding merger related expenses of $0.3 million and $2.8 million for
the quarter and nine months ended September 30, 2001, operating expenses
decreased $1.7 million and $7.2 million, respectively, as compared to the
corresponding periods in 2000. These decreases were primarily due to lower
deposit insurance costs starting in the third quarter of 2001, lower expenses as
a result of the branch sales in 2000, lower information systems expenses and the
benefits of the Company's cost reduction efforts. These reductions were
partially offset by reduced allocations of expenses to discontinued operations
in 2001 as compared to 2000.

         During the first quarter of 2001 the Company recognized deferred tax
benefits of $1.5 million, which increased net deferred tax assets to $5.6
million. The primary reasons for the increase during the quarter was the
Company's continued earnings trend and the benefits realized from reduced
regulatory costs, which include reduced FDIC insurance premiums.

DISCONTINUED OPERATIONS

         The loss from discontinued operations was $1.1 million for the quarter
and nine months ended September 30, 2001 due to a $2.3 million arbitration award
against the Company, which was partially offset by an increase in expected
recoveries from the Company's remaining credit card assets. As of September 30,
2001, the net assets of discontinued operations were $1.4 million.

                                       10
<PAGE>

NET INTEREST INCOME -- CONTINUING OPERATIONS

         The following tables present the primary determinants of net interest
income for the periods indicated. For the purpose of this analysis, nonaccruing
mortgage loans are included in the average balances, and delinquent interest on
such loans has been deducted from interest income.

<TABLE>
<CAPTION>
                                                                      Quarter ended September 30,
                                                 --------------------------------------------------------------------
                                                                 2001                                2000
                                                 --------------------------------------------------------------------
                                                   Average                 Average    Average                 Average
                                                    Daily                  Yield/      Daily                   Yield/
                                                   Balance      Interest    Rate      Balance      Interest    Rate
                                                 ------------  ----------  -------  ------------  ----------  -------
                                                                       (Dollars in thousands)
<S>                                              <C>           <C>         <C>      <C>           <C>         <C>
Interest-earning assets:
  Loans ......................................   $ 1,526,923   $  28,957    7.59%   $ 1,689,714   $  32,602    7.72%
  Mortgage Backed Securities ("MBS") .........       362,569       5,187    5.72        247,797       4,098    6.62
  Investment securities ......................       174,827       1,725    3.91        132,420       2,414    7.25
  Investment in FHLB stock ...................        20,162         303    5.96         25,056         464    7.37
                                                 ------------  ----------           ------------  ----------

     Total interest-earning assets ...........   $ 2,084,481      36,172    6.94    $ 2,094,987      39,578    7.56
                                                 ============  ----------           ============  ----------

Interest-bearing liabilities:
  Deposits:
   Demand deposits ...........................   $   335,134       1,186    1.40    $   323,528       1,133    1.39
   Savings deposits ..........................        85,454         484    2.25         94,928         816    3.42
   Time deposits .............................     1,628,340      20,627    4.94      1,677,486      23,138    5.40
                                                 ------------  ----------           ------------  ----------
     Total deposits ..........................     2,048,928      22,297    4.32      2,095,942      25,087    4.76
Borrowings ...................................        51,478       1,568   12.18         51,478       1,571   12.21
                                                 ------------  ----------           ------------  ----------
     Sub-total interest-bearing liabilities ..     2,100,406      23,865    4.51      2,147,420      26,658    4.94
Interest allocated to discontinued
   operations ................................        (5,150)        (65)   5.05        (37,637)       (622)   6.57
                                                 ------------  ----------           ------------  ----------

Total adjusted interest-bearing liabilities ..   $ 2,095,256      23,800    4.51    $ 2,109,783      26,036    4.91
                                                 ============  ----------           ============  ----------

Net interest income; interest rate spread ....                 $  12,372    2.43%                 $  13,542    2.65%
                                                               ==========  =======                ==========  =======

Net yield on interest-earning assets .........                              2.41%                              2.62%
                                                                           =======                            =======
</TABLE>

<TABLE>
<CAPTION>
                                                                      Nine months ended September 30,
                                                 --------------------------------------------------------------------
                                                                 2001                                2000
                                                 --------------------------------------------------------------------
                                                   Average                 Average    Average                 Average
                                                    Daily                  Yield/      Daily                   Yield/
                                                   Balance      Interest    Rate      Balance      Interest    Rate
                                                 ------------  ----------  -------  ------------  ----------  -------
                                                                       (Dollars in thousands)
<S>                                              <C>           <C>         <C>      <C>           <C>         <C>
Interest-earning assets:
  Loans ......................................   $ 1,576,711   $  93,003    7.86%   $ 1,792,097   $ 101,198    7.53%
  MBS ........................................       306,890      14,317    6.22        276,826      14,019    6.75
  Investment securities ......................       166,311       6,063    4.87        116,470       6,215    7.13
  Investment in FHLB stock ...................        22,713       1,115    6.56         27,815       1,480    7.11
                                                 ------------  ----------           ------------  ----------
     Total interest-earning assets ...........   $ 2,072,625     114,498    7.36    $ 2,213,208     122,912    7.40
                                                 ============  ----------           ============  ----------

Interest-bearing liabilities:
  Deposits:
   Demand deposits ...........................   $   329,429       3,623    1.47    $   344,749       3,589    1.39
   Savings deposits ..........................        91,812       1,795    2.61         96,092       2,205    3.07
   Time deposits .............................     1,620,250      64,775    5.24      1,825,339      71,605    5.16
                                                 ------------  ----------           ------------  ----------
     Total deposits ..........................     2,041,491      70,193    4.58      2,266,180      77,399    4.56
Borrowings ...................................        51,478       4,705   12.19         54,303       4,895   12.04
                                                 ------------  ----------           ------------  ----------
     Sub-total interest-bearing liabilities ..     2,092,969      74,898    4.78      2,320,483      82,294    4.74
Interest allocated to discontinued operations
   operations ................................        (5,728)       (245)   5.71        (82,157)     (3,845)   6.25
                                                 ------------  ----------           ------------  ----------

Total adjusted interest-bearing liabilities ..   $ 2,087,241      74,653    4.78    $ 2,238,326      78,449    4.68
                                                 ============  ----------           ============  ----------

Net interest income; interest rate spread ....                 $  39,845    2.58%                 $  44,463    2.72%
                                                               ==========  =======                ==========  =======

Net yield on interest-earning assets .........                              2.55%                              2.67%
                                                                           =======                            =======
</TABLE>

                                       11
<PAGE>

         Net interest income is primarily affected by (a) the average volume and
repricing characteristics of the Company's interest-earning assets and
interest-bearing liabilities, (b) the level and volatility of market interest
rates, (c) the level of nonperforming loans ("NPLs") and (d) the interest rate
spread between the yields earned and the rates paid.

         The following tables present the dollar amount of changes in interest
income and expense for each major component of interest-earning assets and
interest-bearing liabilities and the amount of change attributable to changes in
average balances and average rates for the periods indicated. Because of
numerous changes in both balances and rates, it is difficult to allocate
precisely the effects thereof. For purposes of these tables, the change due to
volume is initially calculated as the change in average balance multiplied by
the average rate during the prior period and the change due to rate is
calculated as the change in average rate multiplied by the average volume during
the current period. Any change that remains unallocated after such calculations
is allocated proportionately to changes in volume and changes in rates.

<TABLE>
<CAPTION>
                                           Quarters ended September 30        Nine months ended September 30
                                              2001 compared to 2000               2001 compared to 2000
                                             favorable (unfavorable)             favorable (unfavorable)
                                        ---------------------------------   ---------------------------------
                                          Volume      Rate         Net       Volume       Rate         Net
                                        ---------   ---------   ---------   ---------   ---------   ---------
                                                               (Dollars in thousands)
<S>                                     <C>         <C>         <C>         <C>         <C>         <C>
Interest income:
   Loans ............................   $ (2,737)   $   (908)   $ (3,645)   $(11,484)   $  3,289    $ (8,195)
   MBS ..............................      2,043        (954)      1,089       1,563      (1,265)        298
   Investment securities ............        562      (1,251)       (689)      2,286      (2,438)       (152)
   Investment in FHLB stock .........        (72)        (89)       (161)       (249)       (116)       (365)
                                        ---------   ---------   ---------   ---------   ---------   ---------
     Total interest income ..........       (204)     (3,202)     (3,406)     (7,884)       (530)     (8,414)
                                        ---------   ---------   ---------   ---------   ---------   ---------

Interest expense:
   Deposits:
     Demand deposits ................        (45)         (8)        (53)        192        (226)        (34)
     Savings deposits ...............         55         277         332         101         309         410
     Time deposits ..................        691       1,820       2,511       7,834      (1,004)      6,830
                                        ---------   ---------   ---------   ---------   ---------   ---------
     Total deposits .................        701       2,089       2,790       8,127        (921)      7,206
   Borrowings .......................         --           3           3         182           8         190
   Interest allocated to discontinued
     operations .....................       (559)          2        (557)     (3,009)       (591)     (3,600)
                                        ---------   ---------   ---------   ---------   ---------   ---------
Total interest expense ..............        142       2,094       2,236       5,300      (1,504)      3,796
                                        ---------   ---------   ---------   ---------   ---------   ---------
Decrease in net interest income .....   $    (62)   $ (1,108)   $ (1,170)   $ (2,584)   $ (2,034)   $ (4,618)
                                        =========   =========   =========   =========   =========   =========
</TABLE>

INCOME TAXES

         The Company's expected combined federal and state statutory tax rate is
approximately 42.0% of earnings before income taxes. As of September 30, 2001
and December 31, 2000, the Company's significant deferred tax assets, which
primarily consisted of net operating loss carryforwards and bad debt timing
differences, were reduced by a valuation allowance as required under Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes." During
the first quarter of 2001, the Company adjusted the valuation allowance required
under SFAS No. 109 such that the amount of deferred tax assets recognized
increased by $1.5 million to $5.6 million, resulting in $1.5 million of income
tax benefits. The Company does not anticipate recording any significant amount
of income tax benefits or expense during the remainder of 2001.

                                       12
<PAGE>

FINANCIAL CONDITION

ASSET QUALITY


         The Company's mortgage loan portfolio is primarily secured by assets
located in Southern California and is comprised principally of single family and
multifamily residential loans. At September 30, 2001, 28.2% of Fidelity's real
estate loan portfolio consisted of single family residences (1 to 4 units),
while 63.5% consisted of multifamily dwellings of 5 or more units.

         Because 92% of the Company's mortgage loan portfolio is secured by
properties located in Southern California, the performance of the Company's
loans are particularly susceptible to the potential for declines in the Southern
California economy, such as increasing vacancy rates, declining rents,
increasing interest rates, declining debt coverage ratios, and declining market
values for single family, multifamily and commercial properties. In addition,
the possibility that borrowers may abandon properties or seek bankruptcy
protection with respect to income properties experiencing negative cash flow,
particularly where such properties are not cross-collateralized by other
performing assets, can also adversely affect portfolio performance.


         DELINQUENT LOANS

         The following tables present net delinquent loans at the dates
indicated:

<TABLE>
<CAPTION>
                                                                            Quarters ended
                                                 -----------------------------------------------------------------------
                                                 September 30,    June 30,    March 31,    December 31,   September 30,
                                                      2001          2001        2001           2000           2000
                                                 -------------   ----------   ----------   ------------   --------------
                                                                        (Dollars in thousands)
<S>                                              <C>             <C>          <C>          <C>            <C>
Mortgage loan delinquencies by number of days:
   30 to 59 days .............................   $      2,390    $   2,470    $   2,250    $     3,651    $       5,254
   60 to 89 days .............................            885          832          971          2,171            1,646
   90 days and over ..........................          4,554        3,820        3,818          3,695            3,331
                                                 -------------   ----------   ----------   ------------   --------------

     Total ...................................   $      7,829    $   7,122    $   7,039    $     9,517    $      10,231
                                                 =============   ==========   ==========   ============   ==============

   As a percentage of outstanding balances:
     30 to 59 days ...........................           0.16%        0.16%        0.14%          0.22%            0.31%
     60 to 89 days ...........................           0.06         0.05         0.06           0.13             0.10
     90 days and over ........................           0.30         0.25         0.24           0.23             0.20
                                                 -------------   ----------   ----------   ------------   --------------

        Total ................................           0.52%        0.46%        0.44%          0.58%            0.61%
                                                 =============   ==========   ==========   ============   ==============
</TABLE>

                                       13
<PAGE>

         NONPERFORMING AND CLASSIFIED ASSETS

         All assets and ratios are reported net of specific reserves unless
otherwise stated. The following table presents asset quality details at the
dates indicated:

<TABLE>
<CAPTION>
                                                                           Quarters ended
                                                    ------------------------------------------------------------
                                                    September     June         March      December     September
                                                    30, 2001    30, 2001     31, 2001     31, 2000     30, 2000
                                                    ---------   ---------    ---------    ---------    ---------
                                                                      (Dollars in thousands)
<S>                                                 <C>         <C>          <C>          <C>          <C>
Nonperforming Assets ("NPAs") by Type:
   NPLs .........................................   $  4,762    $  3,989     $  3,963     $  3,849     $  3,468
   Real Estate Owned ("REO") ....................        966       1,508        1,536        1,419        1,070
   Other repossessed assets .....................          3           7            3            7            8
                                                    ---------   ---------    ---------    ---------    ---------

     Total NPAs .................................   $  5,731    $  5,504     $  5,502     $  5,275     $  4,546
                                                    =========   =========    =========    =========    =========

Number of REO properties ........................         10          23           24           22           21
                                                    =========   =========    =========    =========    =========

NPAs by Composition:
   Single family (1 to 4 units) .................   $  4,788    $  3,774     $  3,941     $  4,558     $  3,810
   Multifamily 5 units and over .................        672         781          781           --           --
   Commercial and other .........................         60       1,273        1,154        1,078        1,136
   Consumer .....................................        211         176          148          161          145
   REO valuation allowances .....................         --        (500)        (522)        (522)        (545)
                                                    ---------   ---------    ---------    ---------    ---------
     Total NPAs .................................      5,731       5,504        5,502        5,275        4,546
   Total troubled debt restructurings ("TDRs") ..     19,835      22,718       22,659       23,737       25,188
                                                    ---------   ---------    ---------    ---------    ---------

     Total TDRs and NPAs ........................   $ 25,566    $ 28,222     $ 28,161     $ 29,012     $ 29,734
                                                    =========   =========    =========    =========    =========

Classified Assets:
   NPAs .........................................   $  5,731    $  5,504     $  5,502     $  5,275     $  4,546
   Performing classified loans ..................     20,656      24,647       30,628       34,851       43,728
   Other classified assets ......................        516         548          588          650          597
                                                    ---------   ---------    ---------    ---------    ---------

     Total classified assets ....................   $ 26,903    $ 30,699     $ 36,718     $ 40,776     $ 48,871
                                                    =========   =========    =========    =========    =========

Classified Asset Ratios:
   NPLs to total assets .........................       0.22%       0.18%        0.18%        0.17%        0.16%
   NPLs to total loans ..........................       0.32%       0.26%        0.25%        0.23%        0.21%
   NPAs to total assets .........................       0.26%       0.25%        0.25%        0.24%        0.21%
   TDRs to total assets .........................       0.91%       1.05%        1.04%        1.07%        1.16%
   NPAs and TDRs to total assets ................       1.17%       1.31%        1.29%        1.31%        1.37%
   Classified assets to total assets ............       1.23%       1.42%        1.68%        1.84%        2.25%
   REO to NPAs ..................................      16.86%      27.40%       27.92%       26.90%       23.53%
   NPLs to NPAs .................................      83.09%      72.47%       72.03%       72.97%       76.29%
</TABLE>

         Total classified assets decreased $13.9 million from December 31, 2000
to September 30, 2001. This decrease reflects the continuing improvement in the
performance of the mortgage loan portfolio and the underlying income properties.

                                       14
<PAGE>

         ALLOWANCE FOR ESTIMATED LOAN AND REO LOSSES

         The following schedule summarizes the activity in the Bank's allowances
for estimated loan and REO losses:

<TABLE>
<CAPTION>
                                                        Quarter ended          Nine months ended
                                                        September 30,            September 30,
                                                   ----------------------    ----------------------
                                                     2001          2000         2001         2000
                                                   ---------    ---------    ---------    ---------
                                                                (Dollars in thousands)
<S>                                                <C>          <C>          <C>          <C>
Balance at beginning of period .................   $ 10,314     $ 12,632     $ 10,657     $ 15,257
                                                   ---------    ---------    ---------    ---------
   Charge-offs .................................       (926)        (296)      (1,293)      (1,759)
   Allocation of reserves to loans sold ........         --           --           --         (501)
   Recoveries ..................................         --           --            9          275
                                                   ---------    ---------    ---------    ---------
     Net charge-offs ...........................       (926)        (296)      (1,284)      (1,985)
                                                   ---------    ---------    ---------    ---------
   Provision:
     Estimated loan losses .....................         --         (900)          --       (1,858)
     REO .......................................        159          (77)         174          (55)
                                                   ---------    ---------    ---------    ---------

Balance at end of period .......................   $  9,547     $ 11,359     $  9,547     $ 11,359
                                                   =========    =========    =========    =========
Ratio of net charge-offs during the period to
   average loans outstanding, annualized .......       0.24%        0.07%        0.11%        0.15%
</TABLE>


         The following table presents loan and REO charge-offs and recoveries by
property type, where applicable, for the periods indicated:

<TABLE>
<CAPTION>
                                                        Quarter ended          Nine months ended
                                                        September 30,            September 30,
                                                   ----------------------    ----------------------
                                                     2001          2000         2001         2000
                                                   ---------    ---------    ---------    ---------
                                                                (Dollars in thousands)
<S>                                                <C>          <C>          <C>          <C>
Charge-offs:
    Single family (1 to 4 units) ...............   $    283     $     77     $    399     $    391
    Multifamily (5 or more units) ..............         --           --           --          171
    Commercial and industrial ..................        534           --          602           55
    Other loans ................................        109          219          292        1,142
                                                   ---------    ---------    ---------    ---------

Total charge-offs ..............................   $    926     $    296     $  1,293     $  1,759
                                                   =========    =========    =========    =========
Recoveries:
    Single family (1 to 4 units) ...............   $     --     $     --     $      9     $    217
    Multifamily loans (5 or more units) ........         --           --           --           29
    Commercial and industrial ..................         --           --           --           29
                                                   ---------    ---------    ---------    ---------

Total recoveries ...............................   $     --     $     --     $      9     $    275
                                                   =========    =========    =========    =========
</TABLE>

                                       15
<PAGE>

         The following table sets forth the allowance for estimated loan and REO
losses at the dates indicated:

<TABLE>
<CAPTION>
                                                                       Quarters ended
                                              ------------------------------------------------------------------
                                             September 30,  June 30,      March 31,    December 31,  September 30,
                                                2001          2001          2001          2000           2000
                                              ----------   -----------   -----------   -----------   -----------
                                                                   (Dollars in thousands)
<S>                                           <C>          <C>           <C>           <C>           <C>
Loans:
   ALLL ...................................   $   8,785    $    8,888    $    9,237    $    8,681    $    8,925
   Specific Valuation Allowance ("SVA") ...         762           926           779         1,454         1,889
                                              ----------   -----------   -----------   -----------   -----------
     Total ALLL and SVA ...................       9,547         9,814        10,016        10,135        10,814
REO valuation allowances ..................          --           500           522           522           545
                                              ----------   -----------   -----------   -----------   -----------
Total allowances ..........................   $   9,547    $   10,314    $   10,538    $   10,657    $   11,359
                                              ==========   ===========   ===========   ===========   ===========

Selected ratios:
   Total allowances to net loans and REO ..        0.63%         0.66%         0.65%         0.64%         0.67%
   Total ALLL to:
     Net loans ............................        0.58%         0.57%         0.57%         0.52%         0.53%
     Net NPLs .............................      184.48%       222.81%       233.08%       225.54%       257.28%
     Net loans and REO ....................        0.58%         0.57%         0.57%         0.52%         0.53%
     Net NPAs .............................      153.29%       161.48%       167.88%       164.57%       196.28%
     Total assets .........................        0.40%         0.41%         0.42%         0.39%         0.41%
</TABLE>


         Credit losses are inherent in the business of originating and retaining
loans. The Company maintains an allowance for credit losses to absorb losses
inherent in the loan portfolio. These allowances consist of SVAs and an ALLL
which are based on ongoing, quarterly assessments of the probable estimated
losses inherent in the loan portfolio.

         The allowance for credit losses does not represent the amount of losses
that could be incurred under adverse conditions that management does not
consider to be the most likely to arise. In addition, management's
classification of assets and evaluation of the adequacy of the allowance for
credit losses is an ongoing process. Consequently, there can be no assurance
that material additions to the Bank's allowance for credit losses will not be
required in the future, thereby adversely affecting earnings and the Bank's
ability to maintain or build capital.

                                       16
<PAGE>

REGULATORY CAPITAL COMPLIANCE

         The OTS capital regulations, as required by the Financial Institutions
Reform, Recovery, and Enforcement Act of 1989, include three separate minimum
capital requirements for the savings institution industry--a "tangible capital
requirement," a "leverage limit" and a "risk-based capital requirement." These
capital standards must be no less stringent than the capital standards
applicable to national banks.

         The Bank's actual and required capital are as follows at the dates
indicated:

<TABLE>
<CAPTION>
                                                                             To Be              To Be
                                                                          Categorized        Categorized
                                                                         As Adequately         As Well
                                                       Actual             Capitalized        Capitalized
                                                  -----------------     ----------------   -----------------
                                                   Amount    Ratio       Amount    Ratio    Amount    Ratio
                                                  ---------  ------     ---------  -----   ---------  ------
                                                                     (Dollars in thousands)
<S>                                               <C>        <C>        <C>        <C>     <C>        <C>
As of September 30, 2001:
  Total capital (to risk-weighted assets) .....   $120,816   10.87%     $ 88,917   8.00%   $111,146   10.00%
  Core capital (to adjusted tangible assets) ..    112,031    5.15        86,972   4.00     108,715    5.00
  Tangible capital (to tangible assets) .......    112,031    5.15        32,615   1.50            N/A
  Core capital (to risk-weighted assets) ......    112,031   10.08              N/A          66,688    6.00
As of December 31, 2000:
  Total capital (to risk-weighted assets) .....   $113,158    9.01%     $100,322   8.00%   $125,402   10.00%
  Core capital (to adjusted tangible assets) ..    104,791    4.76        88,061   4.00     110,077    5.00
  Tangible capital (to tangible assets) .......    104,791    4.76        33,022   1.50            N/A
  Core capital (to risk-weighted assets) ......    104,791    8.36              N/A          75,241    6.00
</TABLE>

                                       17
<PAGE>

         The following table reconciles the Company's stockholders' equity to
the Bank's tangible, core and risk-based capital at the dates indicated:

<TABLE>
<CAPTION>
                                                     Tangible      Core       Risk-based
                                                     Capital      Capital      Capital
                                                    ----------   ----------   ----------
                                                           (Dollars in thousands)
      <S>                                           <C>          <C>          <C>
      As of September 30, 2001:
        Consolidated stockholders' equity .......   $  72,946    $  72,946    $  72,946
        Adjustments:
          Fidelity's Preferred Stock ............      51,750       51,750       51,750
          Bank Plus deficit excluding Fidelity ..       2,573        2,573        2,573
                                                    ----------   ----------   ----------
        Fidelity's stockholders' equity .........     127,269      127,269      127,269
        Accumulated other comprehensive gain ....      (2,109)      (2,109)      (2,109)
        Adjustments:
          Intangible assets .....................      (8,998)      (8,998)      (8,998)
          Supplementary capital-- ALLL ..........          --           --        8,785
          Deferred tax assets ...................      (4,131)      (4,131)      (4,131)
                                                    ----------   ----------   ----------

      Regulatory capital ........................   $ 112,031    $ 112,031    $ 120,816
                                                    ==========   ==========   ==========
      As of December 31, 2000:
        Consolidated stockholders' equity .......   $  65,653    $  65,653    $  65,653
        Adjustments:
          Fidelity's Preferred Stock ............      51,750       51,750       51,750
          Bank Plus equity excluding Fidelity ...      (1,311)      (1,311)      (1,311)
                                                    ----------   ----------   ----------
        Fidelity's stockholders' equity .........     116,092      116,092      116,092
        Accumulated other comprehensive loss ....       3,036        3,036        3,036
        Adjustments:
          Intangible assets .....................     (10,436)     (10,436)     (10,436)
          Supplementary capital-- ALLL ..........          --           --        8,681
          Deferred tax assets ...................      (3,901)      (3,901)      (3,901)
          Assets required to be deducted ........          --           --         (314)
                                                    ----------   ----------   ----------

      Regulatory capital ........................   $ 104,791    $ 104,791    $ 113,158
                                                    ==========   ==========   ==========
</TABLE>

         As of September 30, 2001, the Bank was "well capitalized" under the
prompt corrective action ("PCA") regulations adopted by the OTS pursuant to the
Federal Deposit Insurance Corporation Improvement Act of 1991. As of September
30, 2001, the most constraining of the capital ratio measurements under the PCA
requirements was core capital to total assets which had an excess of $3.3
million above the minimum level required to be considered well capitalized. The
Bank's capital amounts and classification are subject to review by federal
regulators about components, risk-weightings and other factors.

                                       18
<PAGE>

LIQUIDITY

         The Bank derives funds from deposits, FHLB advances, securities sold
under agreements to repurchase, and other short-term and long-term borrowings.
In addition, funds are generated from loan payments and payoffs as well as from
the sale of loans and investments.


         DEPOSITS

         The largest source of funds for the Bank is deposits. Customer deposits
are insured by the FDIC to the maximum amount permitted by law. The following
table presents the distribution of deposit accounts at the dates indicated:

<TABLE>
<CAPTION>
                                                  September 30,   December 31,    September 30,
                                                       2001          2000             2000
                                                  -------------   -------------   -------------
                                                             (Dollars in thousands)
   <S>                                            <C>             <C>             <C>
   Checking accounts ..........................   $    334,375    $    332,564    $    314,555
   Passbook accounts ..........................         40,750          40,353          37,513
   Money market savings accounts ..............         42,615          59,377          60,645
                                                  -------------   -------------   -------------
      Total transaction accounts ..............        417,740         432,294         412,713
                                                  -------------   -------------   -------------
   Certificates of Deposit ("CDs"):
      Less than $100,000 ......................      1,030,846       1,130,023       1,151,544
      Greater than $100,000 ...................        592,091         513,475         509,688
                                                  -------------   -------------   -------------
        Total CDs .............................      1,622,937       1,643,498       1,661,232
                                                  -------------   -------------   -------------

   Total deposits .............................   $  2,040,677    $  2,075,792    $  2,073,945
                                                  =============   =============   =============

   Weighted average interest rate on deposits..           3.95%           4.85%           4.79%
                                                  =============   =============   =============
</TABLE>

         There were no brokered deposits outstanding at the dates indicated
above.

         The following table provides information with regards to the Bank's
most recent quarterly experience in the levels of and pricing of CDs for the
period indicated:

<TABLE>
<CAPTION>
                                                                         Weighted Average Rate
                                                                        ------------------------
                                      Net        New or                     Net         New or
                                 Withdrawals    Renewed    Net Change   Withdrawals    Renewed
                                 -----------  -----------  -----------  -----------  -----------
                                                     (Dollars in thousands)
<S>                              <C>          <C>          <C>                <C>          <C>
CDs maturing in quarter ended:
    September 30, 2000 .......   $  434,029   $  384,317   $  (49,712)        4.95%        5.68%
    December 31, 2000 ........      386,977      369,243      (17,734)        5.15         5.68
    March 31, 2001 ...........      392,909      372,225      (20,684)        5.43         4.79
    June 30, 2001 ............      372,509      351,910      (20,599)        5.75         4.22
    September 30, 2001 .......      302,480      323,202       20,722         5.74         3.56
</TABLE>

                                       19
<PAGE>

         The distribution of certificate accounts by date of maturity is an
important indicator of the relative stability of a major source of funds. Longer
term certificate accounts generally provide greater stability as a source of
funds, but currently entail greater interest costs than passbook accounts. The
following tables summarize certificate accounts by maturity and weighted average
rate at September 30, 2001:

                                                                       Weighted
                                                                        Average
                                                          Amount         Rate
                                                       -------------   --------
   Matures in quarter ended:                             (Dollars in thousands)
   -------------------------

   December 31, 2001.................................  $    340,687       5.31%
   March 31, 2002....................................       388,960       4.92
   June 30, 2002.....................................       356,006       4.42
   September 30, 2002................................       242,997       3.95
   December 31, 2002.................................       109,881       4.26
   March 31, 2003....................................        96,680       4.80
   June 30, 2003.....................................        70,161       4.85
   September 30, 2003 and after......................        17,565       3.57
                                                       -------------   --------

     Total CDs.......................................  $  1,622,937       4.69%
                                                       =============   ========


         BORROWINGS

         As of September 30, 2001 and December 31, 2000, the Company's only
borrowings were $51.5 million of Senior Notes which carry an interest rate of
12.0%.

         UNDRAWN SOURCES

         The Company maintains other sources of liquidity to draw upon, which at
September 30, 2001 include (a) available credit facilities with the FHLB of
$327.7 million, (b) $356.9 million in unpledged securities available to be
placed in reverse repurchase agreements or sold, (c) available credit facilities
at the Federal Reserve Bank of $100 million and the ability under Federal
Regulations to borrow $125 million through the use of brokered CDs.

         CONTINGENT OR POTENTIAL USES OF FUNDS

         The Bank had unfunded loans totaling $25.2 million and $4.2 million at
September 30, 2001 and December 31, 2000, respectively. Additionally, unused
lines of credit related to other loans totaled $36.1 million and $34.1 million
at September 30, 2001 and December 31, 2000, respectively.

         HOLDING COMPANY LIQUIDITY

         At September 30, 2001, Bank Plus had cash and cash equivalents of $0.4
million. Bank Plus has no material potential cash producing operations or assets
other than its investments in Fidelity and Gateway. Accordingly, Bank Plus is
substantially dependent on dividends from Fidelity and Gateway in order to fund
its cash needs, including its payment obligations on its $51.5 million senior
notes.

         During the quarter, Bank Plus made its scheduled interest payment on
its Senior Notes. The liquidity for interest payments in the near term is
expected to be provided by preferred and common stock dividends from the Bank
and currently projected liquidity at the holding company. The Bank has been
authorized by the OTS to make payments of dividends on its preferred stock so
long as its core and risk-based capital ratios remain above 4.0% and 8.0%,
respectively. The Bank is required to give the OTS 30 days notice prior to the
payment of any preferred stock dividend. The OTS has also given approval for the

                                       20
<PAGE>

Bank to pay dividends of $250,000 on its common stock for the next four quarters
beginning in November of 2001. The amount of the approved common stock dividend
approximates the difference between the quarterly preferred stock dividend paid
by the Bank to Bank Plus and the quarterly interest payment on the Senior Notes.
The authorization from the OTS does not constrain the OTS from restricting
future dividend payments based on safety and soundness considerations or future
examination findings, and no assurance can therefore be given that the OTS will
permit future dividend payments by Fidelity to Bank Plus. The Bank has received
no indication from the OTS that it will object to the continued payment of
preferred dividends.

                                       21
<PAGE>

         ASSET/LIABILITY MANAGEMENT

         The objective of asset/liability management is to maximize the net
income of the Company while controlling interest rate risk exposure. Banks and
savings institutions are subject to interest rate risk when assets and
liabilities mature or reprice at different times (duration risk), against
different indices (basis risk) or for different terms (yield curve risk). The
decision to control or accept interest rate risk can only be made with an
understanding of the probability of various scenarios occurring. Having
liabilities that reprice more quickly than assets is beneficial when interest
rates fall, but may be detrimental when interest rates rise.

         The following table sets out the maturity and rate sensitivity of the
interest-earning assets and interest-bearing liabilities as of September 30,
2001. "Gap," as reflected in the table, represents the estimated difference
between the amount of interest-earning assets and interest-bearing liabilities
repricing during future periods based on certain assumptions, including those
stated in the notes to the table.

<TABLE>
<CAPTION>
                                              MATURITY AND RATE SENSITIVITY ANALYSIS

                                                                       As of September 30, 2001
                                                                         Maturity or Repricing
                                           ------------------------------------------------------------------------------------
                                             Within 3        4-12           1-5           6-10          Over 10
                                              Months        Months         Years          Years          Years        Total
                                           -----------   -----------    -----------    -----------    -----------   -----------
                                                                          (Dollars in thousands)
<S>                                        <C>           <C>            <C>            <C>            <C>           <C>
Interest-earning assets:
  Cash and cash equivalents ............   $  243,131    $       --     $       --     $       --     $       --    $  243,131
  FHLB stock (1) .......................       20,371            --             --             --             --        20,371
  MBS (1) ..............................      225,145        25,637             --             --        110,625       361,407
  Assets of discontinued operations ....        1,410            --             --             --             --         1,410
  Loans receivable:
    ARMs (2) ...........................    1,019,646       265,079         47,557         13,564            994     1,346,840
    Fixed rate loans ...................        2,544            60          2,950          6,843        152,039       164,436
                                           -----------   -----------    -----------    -----------    -----------   -----------
      Total gross loans receivable .....    1,022,190       265,139         50,507         20,407        153,033     1,511,276
                                           -----------   -----------    -----------    -----------    -----------   -----------

Total interest-earning assets ..........    1,512,247       290,776         50,507         20,407        263,658     2,137,595
                                           -----------   -----------    -----------    -----------    -----------   -----------

Interest-bearing liabilities:
  Deposits:
    Checking and savings accounts (3) ..      374,644            --             --             --             --       374,644
    Money market accounts (3) ..........       43,097            --             --             --             --        43,097
    Fixed maturity deposits ............      337,778       987,962        296,703            378            115     1,622,936
                                           -----------   -----------    -----------    -----------    -----------   -----------
        Total deposits .................      755,519       987,962        296,703            378            115     2,040,677

  Borrowings ...........................           --            --             --         51,478             --        51,478
                                           -----------   -----------    -----------    -----------    -----------   -----------

Total interest-bearing liabilities .....      755,519       987,962        296,703         51,856            115    $2,092,155
                                           -----------   -----------    -----------    -----------    -----------   ===========

Repricing Gap ..........................   $  756,728    $ (697,186)    $ (246,196)    $  (31,449)    $  263,543
                                           ===========   ===========    ===========    ===========    ===========

Gap to total assets ....................        34.64%       (31.91)%       (11.27)%        (1.44)%        12.06%

Cumulative Gap to Total Assets .........        34.64%         2.73 %        (8.54)%        (9.98)%         2.08%
</TABLE>

(1)  Repricings shown are based on the contractual maturity or repricing
     frequency of the instrument.
(2)  ARMs are primarily in the shorter categories as they are subject to
     interest rate adjustments.
(3)  These liabilities are subject to daily adjustments and are therefore
     included in the "Within 3 Months" category.

         The Company manages interest rate risk by, among other things,
maintaining a portfolio consisting primarily of ARM loans. Interest sensitive
assets provide the Company with a degree of long-term protection from rising
interest rates. ARM loans comprised 90% of the total mortgage loan portfolio at
September 30, 2001 and 76% of the mortgage portfolio is indexed to the FHLB

                                       22
<PAGE>

Eleventh District Cost of Funds Index ("COFI"). The Company's liabilities
reprice generally in line with the cost of funds of institutions which comprise
the FHLB Eleventh District. In the Company's case, the lag between the repricing
of its liabilities and its ARM loans indexed to COFI is approximately four
months.

         Analysis of the Gap provides only a static view of the Company's
interest rate sensitivity at a specific point in time. The actual impact of
interest rate movements on the Company's net interest income may differ from
that implied by any Gap measurement. The actual impact on net interest income
may depend on the direction and magnitude of the interest rate movement, as well
as competitive and market pressures.

MARKET RISK

         The Bank's Asset Liability Committee ("ALCO"), which includes senior
management representatives, monitors and considers methods of managing the rate
and sensitivity repricing characteristics of the balance sheet components
consistent with maintaining acceptable levels of changes in net portfolio value
("NPV") and net interest income. A primary purpose of the Company's
asset/liability management is to manage interest rate risk to effectively invest
the Company's capital and to preserve the value created by its core business
operations. As such, certain management monitoring processes are designed to
minimize the impact of sudden and sustained changes in interest rates on NPV and
net interest income. There has been no significant change in interest rate risk
since December 31, 2000.

                                       23
<PAGE>
                           PART II. OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

NATIONWIDE CAPITAL COMPANY LLC CREDIT CARD LITIGATION

         In November 1997, the Bank entered into a credit card marketing
relationship with MMG Direct, Inc. ("MMG") pursuant to which MMG was to solicit
members of certain agreed-upon affinity groups to become credit card holders.
The Bank was to contract for the provision of or provide credit card servicing
and other related functions. MMG and the Bank were to share equally in program
profits and losses. In late summer and fall of 1998, disputes arose between the
Bank and MMG. These disputes were resolved in an arbitration proceeding in Los
Angeles entitled IN THE MATTER OF ARBITRATION BETWEEN FIDELITY FEDERAL BANK AND
MMG DIRECT, INC., American Arbitration Association No. 72 147 01072 98.

         As a part of the affinity credit card marketing program with MMG, the
Bank entered into an agreement with Nationwide Capital Company L.L.C.
("Nationwide"), which purported to have arrangements with automobile dealers,
including arrangements to obtain lists of customers of the dealers, through
which dealer-branded credit cards would be marketed and issued to customers of
the dealers. The Nationwide contract expressly provided that it could be
terminated by the Bank upon termination of the Bank's contract with MMG and
further provided that any disputes arising in connection with the contract would
be arbitrated in Los Angeles, California. In September of 1998 the Bank
suspended marketing and thereafter terminated the MMG and Nationwide agreements.

         Nationwide initially instituted litigation against the Bank in the
Texas State court. After the Bank's petition to compel Nationwide to arbitrate
and stay proceedings filed by Nationwide in Texas was granted, Nationwide filed
an arbitration proceeding against the Bank in Los Angeles. In the arbitration
Nationwide asserts claims for breach of contract and intentional interference
with contracts resulting from the Bank's termination of its agreements with
Nationwide and MMG Direct, Inc., in October 1998, and the termination of the
Hometown Dealers affinity credit card marketing program. In response, the Bank
has asserted counterclaims for fraud, breach of contract, and breach of
Nationwide's promise to arbitrate.

         The arbitration hearing commenced on October 1, 2001. Evidence and oral
argument concluded on October 16, 2001. The arbitrator set a schedule directing
the parties to submit written arguments and written replies to those arguments
in November, and he indicated his intention to issue a decision by December 16,
2001.

         The Bank believes that Nationwide's claims are without merit, that it
has valid defenses to Nationwide's claims, and that it has valid counterclaims
against Nationwide for fraud and breach of contract, and the Bank intends to
diligently defend against Nationwide's claims and pursue its counterclaims.

PURPORTED CLASS ACTION LITIGATION

         On October 19, 1998, a purported class action was filed against Bank
Plus and its current and immediately preceding chief executive officers. The
case was originally entitled Howard Gunty Profit Sharing Plan, both individually
and on behalf of all others similarly situated, Plaintiffs v. Richard M.
Greenwood, Mark K. Mason, Bank Plus Corporation, and Does I through 50,
inclusive, Defendants, Los Angeles Superior Court, Central Judicial District,
Case No. BC199336 ("Gunty I"). This action originally alleged that Bank Plus
failed to make adequate public disclosure concerning losses in the Bank's credit
card operations during the period from August 14, 1998 (when the Company filed
its quarterly report on Form l0-Q for the second quarter of 1998) through
September 22, 1998 (when the Company issued a press release concerning its
credit card losses). In February 1999, an amended complaint was filed in the Los
Angeles Superior Court, Central Judicial District, Case No. BC199336, entitled
Howard Gunty Profit Sharing Plan and Robert E. Yelin, both individually and on
behalf of the Yelin Family Trust U/A, both individually and on behalf of all

                                       24
<PAGE>

others similarly situated, Plaintiffs, v. Richard M. Greenwood, Mark K. Mason,
Bank Plus Corporation, and Does 1 through 50, inclusive ("Gunty II"). The
amended complaint purports to expand the class period to extend from March 30,
1998 through September 22, 1998. The complaint and amended complaint each
include claims for negligent misrepresentation, common law fraud, statutory
fraud and violations of the California Corporations Code.

         The trial court determined in May 2000 that the originally proposed
representative plaintiff, The Howard Gunty Profit Sharing Plan (the "Gunty
Plan") was unsuitable to serve as class representative, and continued the
plaintiffs' class certification to a later date. Later, on June 30, 2000, the
trial court denied a second proposed representative plaintiff, Gary M. Feldman
("Feldman"), permission to intervene in this case on statute of limitations
grounds. Plaintiffs' counsel filed an appeal of that decision.

         While the Feldman appeal was pending, Plaintiffs' counsel proposed
pursuing other potential class action representatives through a letter
solicitation process. The Company opposed the solicitation process on several
grounds, including the ground that the lawsuit is an abusive class action. The
trial court authorized the solicitation process, but with conditions that
plaintiffs' counsel found objectionable. Plaintiffs' counsel and the Bank both
sought relief from the California Court of Appeal, through writs of mandamus, to
modify the trial court's order regarding the solicitation process.

         On April 18, 2001, the Court of Appeal issued an opinion stating that
the trial court's previous findings that the original plaintiff was a
"professional plaintiff" and that the case was being driven by attorneys
signaled a potential for abuse in this action. Therefore, the Court of Appeal
directed the trial court to vacate its prior orders and to reassess its decision
to continue the class certification hearing and to permit any solicitation. To
this end, the Court of Appeal suggested that the trial court schedule a hearing
on plaintiffs' motion for class certification, and directed the trial court to
weigh, in connection with that hearing, the prior findings that the original
plaintiff was a "professional plaintiff" and not an appropriate representative,
any further evidence of abuse, the rights of the parties, and the policies
underlying class action procedures. The Court of Appeal stated that if after
balancing these factors the trial court determined that plaintiffs established a
prima facie proper class action, the trial court could then determine whether to
allow any solicitation, weighing any abuses or potential abuses against the
rights of the parties and the integrity of the litigation process. Alternately,
the Court of Appeal noted, if the trial court concluded that the action is an
abusive class action, it need not permit any solicitation at all or it may
refuse to certify any class.

         The continued hearing required by the Court of Appeal took place before
the trial court on July 30, 2001. Shortly before submissions to the Court in
connection with that hearing were due, plaintiffs' counsel revealed that a
different shareholder, LaSalle Financial Partners, L.P. ("LaSalle") had stepped
forward and wished to act as a class representative or, if that request were
denied, to pursue its individual claims in the pending lawsuit. Consequently,
the trial court directed plaintiffs' counsel to file a motion to amend the
complaint, which was heard at the same time as the continued hearing. LaSalle is
seeking individual damages in excess of $10 million.

         On August 20, 2001, the trial court denied plaintiffs' motion for class
certification. The trial court reconfirmed its earlier finding that the
originally proposed class representative, the Gunty Plan, was a "professional
plaintiff" and thus an inappropriate class representative. The trial court found
that plaintiffs' counsel controlled the litigation, which the court
characterized as "abusive," through the use of a professional plaintiff who
merely lent his name to the lawsuit with little or no knowledge of the case and
who had been represented by the same counsel in approximately 20 other lawsuits.
Plaintiffs' counsel filed a notice of appeal of the trial court's ruling denying
class certification.

         However, in the same ruling, the trial court granted the plaintiffs'
motion to amend the complaint to add LaSalle as a named plaintiff on an
individual basis (but not as a class representative), ruling that LaSalle's
claims "relate back" to the original filing of the Gunty II case and, therefore,
are not time barred. The trial court reasoned that the substantive claims which

                                       25
<PAGE>

LaSalle proposed to assert are virtually identical to those previously asserted
in the case, and that LaSalle neither sought to enforce an independent right not
previously asserted in the action nor sought to impose greater liability on the
defendant.

         In addition, plaintiffs and their counsel filed two separate, purported
"Second Amended Complaints" -- one naming only the Plan and Yelin as plaintiffs,
and the other naming only LaSalle as a plaintiff - rather than filing a single
Second Amended Complaint, as contemplated by the August 20, 2001 ruling. The
purported Second Amended Complaint filed by LaSalle differs in material respects
from the complaint proposed to the trial court and upon which the trial court
based its ruling to allow a Second Amended Complaint to be filed. The Company
intends to assert that both purported Second Amended Complaints should be
stricken because they do not comply with the trial court's August 20, 2001
ruling.

         On October 5, 2001, the Court of Appeal issued an unpublished opinion
affirming the trial court's June 30, 2000 decision denying Feldman's motion to
intervene in the class action as a named plaintiff and class representative. The
Court of Appeal disagreed with certain aspects of the trial court's analysis,
but applying its own analysis the Court of Appeal found no reversible error and
affirmed the trial court's decision. The Court of Appeal noted that on November
3, 1998, after the original ("Gunty I") complaint was filed but before the
amended "Gunty II" complaint was filed the Securities Litigation Uniform
Standards Act of 1998 ("SLUSA") became effective. The Court of Appeal observed
that class claims such as those asserted in Gunty I and Gunty II would be barred
if they were filed after the effective date of SLUSA. Because Gunty II was filed
after the effective date of SLUSA, the Court of Appeal reasoned, it would be
barred unless it could be found to "relate back" to the filing of Gunty I. The
Court of Appeal then determined that Gunty II did not "relate back" to the
filing of Gunty I because it involved different purported class periods and
different classes who allegedly relied on different disclosures. Therefore, the
Court of Appeal concluded, the trial court lacked "subject matter jurisdiction"
over Gunty II and, because Feldman purported to be a representative of the
expanded Gunty II class, the trial court properly denied Feldman's motion to
intervene. The Company believes that the Court of Appeal's conclusion that the
trial court lacked jurisdiction over the Gunty II class calls into question the
trial court's earlier ruling that it could assert jurisdiction over the claims
recently filed by LaSalle, which the trial court ruled "related back" to the
filing of Gunty II. LaSalle, like Feldman, purchased Bank Plus shares during the
expanded Gunty II period, not during the shorter Gunty I period.

         The Company intends to defend the decision of the trial court ending
the class action aspects of the case. The Company intends to continue to argue,
in the trial court and, if necessary, in the Court of Appeal, that the trial
court no longer has subject-matter jurisdiction over any individual or
class-based claims asserted in this lawsuit, including the individual claims
brought by LaSalle. The Company also intends, to the extent necessary, to
continue to defend itself on the merits. In this respect, the Company believes,
among other things, that its communications to the public were timely and
accurate and that it did not engage in any market activity which would generate
liability under the California Corporations Code.

         During 2000, the costs of defending this action exceeded the Company's
deductible under its Director and Officers insurance policy. The insurance
carrier has agreed to pay for any future litigation costs related to this
action, subject to a general reservation of rights. There can be no assurance
that the insurance carrier will continue to pay for future litigation costs or
will not seek reimbursement of costs advanced to date.

DURGA MA ARBITRATION

         In April 1998, the Bank entered into two Private Label Credit Card
Agreements with Durga Ma, a New Jersey corporation, doing business as Diamond
Way International. One of those agreements contemplated issuing credit cards to
Durga Ma's jewelry customers; the other contemplated issuing cards to customers
of independent jewelry retailers selected by Durga Ma. According to the
agreements, the Bank would issue credit cards to customers whose applications
were approved by the Bank. The Bank would have the exclusive right to issue to
qualified customers credit cards bearing the name "Diamond Way" or bearing names
associated with the independent retailers selected by Durga Ma. No agreements
with independent jewelers were ever negotiated or executed and no cards were
ever issued under either of these programs.

                                       26
<PAGE>

         In October 1999, Durga Ma invoked its right under the agreements to
binding arbitration of disputes, and delivered an arbitration demand alleging
"breach of contract and fraud" and claimed lost profit damages in excess of $7.0
million. The evidence was presented to a panel of three arbitrators from July 2,
2001 through July 11, 2001.

         On September 26, 2001, the arbitrators issued a written interim award
in favor of Durga Ma on its claims. The arbitrators awarded to Durga Ma lost
profits damages of $2.3 Million plus interest at the statutory rate running from
the date of the interim award.

         The arbitrators' decision named Durga Ma as the "prevailing party" and
contemplated that, at a subsequent hearing, the arbitrators could award Durga Ma
an additional amount in compensation of its attorneys' fees incurred in the
arbitration. The agreements provide for an award of attorneys' fees and costs to
the prevailing party in arbitration. After the decision was issued, Durga Ma
submitted to the arbitrators a claim for $1.5 million in attorneys' fees and
costs. The Bank has accrued $0.5 million for attorneys' fees and costs. The
difference represents additional attorneys' fees that Durga Ma claims should be
awarded based on a contingent fee arrangement Durga Ma has with its attorneys.
The Bank does not agree with this claim and intends to oppose the amount of
Durga Ma's claim for attorneys' fees. A hearing on Durga Ma's claim for
attorneys fees has not yet been scheduled.

         The Bank has received information suggesting that procedural
irregularities may have occurred before and during the course of the
arbitration. The Bank has initiated discovery to investigate this information
and is exploring its options for relief.

CHOICE ONE LITIGATION

         During 1997 and 1998, the Bank was in negotiations with Choice One
Finance Corporation regarding a proposed credit card program in which consumers
would have an opportunity to apply for credit cards to finance their purchases
of water softeners and other consumer goods. Several drafts of a proposed
agreement were exchanged, but an agreement was never signed and the program was
not commenced. Choice One alleges that an oral agreement or other enforceable
obligations none-the-less exists, and on March 12, 1999 commenced a lawsuit
entitled CHOICE ONE FINANCE CORP. v. FIDELITY FEDERAL BANK, Superior Court for
the State of California, County of Los Angeles, Case No. BC206945. The plaintiff
seeks damages of at least $10 million based on estimates of the profit it would
have received if the program had been implemented. The Bank filed an answer
disputing the claims.

         Discovery is complete, and the Bank filed a summary judgment motion in
September 2000. The court dismissed two of three of the plaintiff's causes of
action, but determined that Choice One is entitled to a trial on whether an
enforceable oral contract existed and, if so, whether it was breached.

         The Bank then filed a motion seeking clarification from the court as to
the applicability of the statute of frauds and the effect of equitable estoppel.
In this motion, the Bank argued that the judge, rather than the jury, should
adjudicate certain key issues, particularly whether Choice One can prove
sufficient reliance or unconscionable harm to circumvent the statute of frauds.
The trial court ruled that these issues should be tried by a judge sitting
without a jury. Choice One filed a writ of mandamus and a request for a stay
with the Court of Appeals seeking to overturn the trial court's decision on this
motion prior to trial. The court of appeals, without a written opinion, declined
to issue the writ or stay.

         The Bank believes that the Choice One's claims are without merit, that
the damages sought are speculative, and that the Bank has valid defenses to
Choice One's claims. The trial is currently scheduled to commence on December 3,
2001.

INTERNET CASINO LITIGATION

         The Bank and MasterCard International, Inc. have been named as
defendants in a purported class action filed July 27, 1999 in the United States
District Court for the Middle District of Alabama, entitled Evelyn L. Brown, on
behalf of herself and all others similarly situated vs. MasterCard

                                       27
<PAGE>

International, Inc. and Fidelity Federal Bank, Civil Action Case No. CV
99-A-788-N. The plaintiff alleges that she placed bets through a gambling site
on the internet. The internet site instructed her to open an account by entering
her credit card number. By this means, the plaintiff's gambling expenses
incurred on the internet site were charged to a MasterCard issued to the
plaintiff by the Bank. The plaintiff alleges that, in allowing its credit card
to be used for illegal gambling, the Bank violated a variety of Federal and
State statutes, including the Wire Act (18 U.S.C. Section 1084(a)), the Travel
Act (18 U.S.C. Section 1952), a Federal statute that specifically prohibits
conducing an illegal gambling business (18 U.S.C. Section 1955), the Racketeer
Influenced and Corrupt Organizations Act ("RICO")(18 U.S.C. Section 1962(c) and
1964(a)), and a number of Alabama statutes. The plaintiff seeks certification of
a class, declaratory relief voiding her credit card charges, unspecified
compensatory damages, triple exemplary damages under RICO, punitive damages, and
attorneys fees and costs. The Bank and MasterCard have filed motions to dismiss
the case. The Bank believes that it should not have liability and that it has
substantial legal defenses to the lawsuit.

         This lawsuit is substantially similar to a number of lawsuits filed
around the country against credit card issuers, MasterCard, and Visa. The
plaintiff sought to have the lawsuit consolidated with similar lawsuits in a
Federal court in New York. On March 1, 2000, the Judicial Panel on multidistrict
Litigation consolidated the case with several others and ordered that these
cases be transferred to the U.S. District Court for the Eastern District of
Louisiana. The Bank's motion to dismiss currently is pending as part of the
multidistrict litigation.

         The court in the multidistrict litigation elected to proceed with
motions to dismiss in two "test" cases in which nearly all of the issues are the
same as in all the other consolidated cases, including the Bank's. On February
23, 2001, the court entered an order granting the motions to dismiss based on
plaintiff's failure to state a RICO claim. The court's order stated that it was
dispositive of the issues in the other cases, including the Bank's case. The
court certified its order as final for purposes of appeal. Plaintiffs have
appealed the two test cases and the appeal is pending before the U.S. Court of
Appeals for the Fifth Circuit. Pending the outcome of the appeal, Brown's
lawsuit against the Bank is stayed, as are the other consolidated cases.

FIRST ALLIANCE MORTGAGE COMPANY ("FAMCO")

         In 1997, Fidelity entered into a series of agreements with First
Alliance Mortgage Company ("FAMCO") and its affiliates to establish a secured
credit card program (the "Program"). Under the agreements, Fidelity served as
issuer and owner of the Program accounts and was responsible for the risk
management associated with the extension of credit. FAMCO was responsible for
marketing and processing applications and servicing the accounts originated
under the Program. FAMCO also provided credit enhancements to guarantee full
repayment of the Program receivables in the event of cardholder defaults and, in
exchange, had the right to purchase the outstanding receivables at par and
received all revenues, net of expenses and funding costs paid to Fidelity, from
the Program. FAMCO was required to fund a cash collateral account as part of the
credit enhancement. FAMCO or a designee was required to purchase all outstanding
receivables, at par, at the expiration of the Program.

         On February 25, 2000, Fidelity delivered to FAMCO formal notice that
the agreements pertaining to the Program had expired, and a demand that FAMCO or
a designee fulfill its obligation to purchase the receivables at par. FAMCO
defaulted on this obligation. To enforce this obligation, Fidelity filed with
the American Arbitration Association in Los Angeles, California a formal demand
for arbitration.

         On March 23, 2000, FAMCO and its affiliates filed a voluntary petition
under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court,
Central District of California, Case No. SA 00-12370 LR. The bankruptcy
proceeding had the effect of staying the arbitration and any other action by
Fidelity to enforce FAMCO's obligations. It also had the effect of suspending
the monthly settlements with FAMCO pursuant to which FAMCO had previously been
performing its credit enhancement obligations. Fidelity filed a proof of claim
in the bankruptcy proceeding relating to Fidelity's secured and unsecured claims
against FAMCO.

                                       28
<PAGE>

         The Bank obtained relief from stay pursuant to an order of the
Bankruptcy Court to pursue its claim in arbitration seeking to enforce the
demand that FAMCO repurchase or cause the repurchase of the outstanding
receivables, and to establish the amount of the Bank's claim against FAMCO's
bankruptcy estate for damages arising from FAMCO's breach of that repurchase
obligation. FAMCO filed a counter demand for arbitration asserting various
defenses to the obligations, including an alleged conflict of interest on the
part of Fidelity's Chief Executive Officer based on his concurrent service as an
officer of FAMCO and a director of Fidelity during the time that the relevant
agreements were negotiated.

         On September 25, 2001, prior to commencement of a hearing in the
arbitration proceeding, the Bankruptcy Court approved a stipulation between
Fidelity and FAMCO which confirmed Fidelity's rights in the cash collateral and
compromised and settled the disputes that would have been the subject of the
arbitration hearing. Under the settlement, Fidelity received relief from the
automatic stay to offset the cash collateral account against amounts owed by
FAMCO to Fidelity. In addition, in respect of damages suffered by Fidelity due
to FAMCO's breach of its obligation to repurchase the outstanding receivables,
Fidelity will retain ownership of the receivables and will have an allowed
liquidated unsecured creditor's claim against FAMCO's bankruptcy estate in the
amount of $2.4 million. The ability of the Company to collect this unsecured
claim is uncertain and, therefore, the Company has assigned no value to this
unsecured claim.

VIRTRUE CAPITAL ARBITRATION - SETTLEMENT

         On August 6, 1999, the Bank entered into an agreement to sell to
Virtrue Capital the Bank's branch office at the Mall of America ("MOA") in
Minnesota. Concurrently with entering into that agreement, the Bank closed a
sale to Virtrue Capital of all of the Bank's intellectual property rights
relating to the name "iBank". The total purchase price for the branch and the
intellectual property was $1.5 million, which was placed in escrow. Under the
agreement, in the event that Virtrue Capital was unable to close the transaction
to purchase the branch by a date certain, the funds in escrow would be released
to the Bank. In the first quarter of 2000, the agreement was amended to (i)
extend the term until September 30, 2000, (ii) to allow Virtrue Capital to sell
the MOA branch to a qualified buyer, and (iii) to immediately release all funds
held in escrow to the Bank. Virtrue Capital was never able to get regulatory
approval for the branch transaction or complete a sale to a qualified buyer. In
October 2000, the Bank declined to extend the agreement any further and
terminated the transaction. The Bank determined that it was entitled to retain,
and did retain, the entire $1.5 Million.

         On December 18, 2000, Virtrue Capital filed a notice with the American
Arbitration Association in Los Angeles, California, commencing an arbitration
proceeding entitled VIRTRUE CAPITAL CORPORATION v. FIDELITY FEDERAL BANK, ET AL.
(Case No. 72 Y 181 0135 00 BLV). Virtrue Capital's principal allegation is that
the Bank breached an alleged oral promise to extend further the deadline for
closing the transaction so as to enable Virtrue Capital to find a qualified
buyer that could receive regulatory approval. On July 17, 2001, Virtrue amended
its claim to add causes of action based on two new allegations. The first new
allegation is that the Bank tortiously interfered with Virtrue Capital's efforts
to sell the MOA branch to another buyer, Highland Bank. Virtrue Capital has also
added several causes of action based on the claim that the Bank improperly
continued to use the "iBank" name after expiration of the agreement with Virtrue
Capital.

         The Bank filed a motion to dismiss a claim asserted by Virtrue Capital
personally against Mark Mason, the Bank's chief executive officer. The motion
was denied by the arbitration panel. However, the Bank requested a review of
this decision by the Superior Court, and the court dismissed Mr. Mason from the
arbitration.

         In October 2001, both parties agreed to a settlement proposal under
which the Bank will pay $0.2 million to Virtrue.

                                       29
<PAGE>

OTHER MATTERS

         In concluding the Special Compliance Examination the OTS requested that
the Bank agree to a consent order (the "Consent Order"). On November 1, 2000 the
OTS issued the Consent Order and the Bank and the OTS entered into an agreement
entitled "Stipulation and Consent to Issuance of an Order to Cease and Desist
and for Affirmative Relief" (the "Agreement"). The Consent Order requires the
Bank to establish a compliance and risk management program to be used prior to
offering any new lending product or service that it does not currently offer or
engages in such activity with a third party, and to maintain records consistent
with regulations and records related to credit card programs and accounts. The
Company believes that its current quality control, risk management and
compliance programs for new lending activities fulfill substantially all of the
requirements of the Consent Order; however compliance with the Consent Order
will require additional administration and documentation of any future new
lending activity. While the Company disagreed with the necessity of this
regulatory action, it consented to the Consent Order and to certain other
compliance-related corrective actions to maintain its regulatory relationships
and to avoid the expense and management distraction of opposing the Consent
Order.

         While the Bank has been advised by the OTS that they will not seek any
further corrective action by the Bank in connection with the Special Compliance
Examination, in March 2001 the OTS made a referral to the United States
Department of Justice ("DOJ") for review of certain fair lending or other
compliance issues arising from the Special Compliance Examination. The Bank
believes that these issues primarily involve the collection and origination
activities of third parties for which the Bank is not responsible; however, the
DOJ has threatened litigation directly against the Bank. The Bank and the DOJ
have conducted settlement negotiations which have not been successful to date.
No assurance can be given that there will not be litigation initiated by the DOJ
against the Bank. The Company believes, based on its knowledge of the issues, on
its communications with OTS and DOJ, and on the advice of its counsel, that the
allegations which form the basis of the DOJ's threat of litigation are not
meritorious as to the Bank, and that the Bank has strong defenses against any
such potential allegations.

         The legal responsibility and financial exposure with respect to some of
the foregoing claims and other matters presently cannot be reasonably
ascertained and, accordingly, there is a risk that the outcome of one or more of
these outstanding claims or matters could result in a material adverse effect on
the financial condition or results of operations of the Company.

         In the normal course of business, the Company and certain of its
subsidiaries have a number of other lawsuits and claims pending. Although there
can be no assurance, the Company believes that none of these other lawsuits or
claims will have a material adverse effect on the financial condition or
business of the Company.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         The Company held a meeting of its stockholders on September 12, 2001.
This was the annual meeting for election of directors, but the agenda also
included a request for shareholder approval of a merger.

     The following persons were elected to serve as directors:

           Name              For Term to Expire    Votes For      Votes Withheld
           ---------------   ------------------    -----------    --------------
           Gordon V. Smith            2004         17,683,860           722,117
           Norman Barker              2004         16,871,424         1,534,553
           Mark K. Mason              2004         16,871,449         1,534,528

                                       30
<PAGE>

         The following persons are previously elected directors whose terms
continued beyond the meeting:

                    Name                                Term Expires
                    --------------------------          -------------
                    Irving R. Beimler                       2003
                    Steven M. Ellis                         2003
                    Victor H. Indiek                        2002
                    Thomas E. King                          2002
                    Robert W. Medearis                      2002
                    Jeffrey E. Susskind                     2003

         The stockholders adopted and approved an Agreement and Plan of Merger
dated as of June 2, 2001 by and among Bank Plus Corporation, FBOP Corporation
and FBOP Acquisition Sub, Inc., a wholly-owned subsidiary of FBOP, which
provides for FBOP Corporation to acquire Bank Plus Corporation through a merger
of FBOP Acquisition Sub, Inc. into Bank Plus; as a result of the merger, each
outstanding share of Bank Plus common stock will be converted into the right to
receive at least $7.25 in cash. The vote of the stockholders was as follows:

                        For             Against         Abstain
                    -------------     ----------      -----------
                     14,469,358         35,539           4,893

The definitive proxy materials for the meeting of stockholders, dated August 9,
2001, were filed with the Securities and Exchange Commission on August 9, 2001.

                                       31
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

   EXHIBITS

    Exhibit
      No.                              Description
  -----------  -----------------------------------------------------------------
     3.1       Certificate of Incorporation of Bank Plus Corporation
               (Incorporated by reference to Exhibit 3.1 to the Form 8-B filed
               with the SEC on May 10, 1996).*
     3.2       Amended and Restated Bylaws of Bank Plus  Corporation
               (incorporated by reference to Exhibit 5 to the report on Form 8-K
               filed with the SEC on March 30, 1999).*
     3.3       Certificate of Designations of Series C Junior Participating
               Cumulative Preferred Stock (Par Value $.01 per share) of Bank
               Plus Corporation (incorporate by reference to Exhibit 3.3 to the
               annual report on form 10-K for the year ended December 31,
               1998).*
     4.1       Specimen of Common Stock Certificate (incorporated by reference
               to Exhibit 4.1 to the Form 8-B filed with the SEC on May 10,
               1996).*
     4.2       Indenture dated as of July 18, 1997, between Bank Plus
               Corporation and The Bank of New York, as trustee relating to the
               12% Senior Notes due July 18, 2007, of Bank Plus Corporation
               (incorporated by reference to Exhibit 4.4 of the Registration
               Statement on Form S-8 of Bank Plus filed on September 4, 1997).*
     4.3       Form of Amended and Restated Rights Agreement, dated as of March
               26, 1999, between Bank Plus and American Stock Transfer & Trust
               Company, as Rights Agent (incorporated by reference to Exhibit 4
               to the report on Form 8-K filed with the SEC on March 30, 1999).*
     4.31      Form of First Amendment dated as of July 20, 2001 to Amended and
               Restated Rights Agreement between Bank Plus and American Stock
               Transfer & Trust Company, as Rights Agent. (incorporated by
               reference to Exhibit 4.31 to the quarterly report on Form 10-Q
               for the month ended June 30, 2001).*
     10.1      Form of 1999 Nonemployee Director Stock Option Agreement between
               the Company and certain nonemployee directors (incorporated by
               reference to Exhibit 10.2 to the annual report on form 10-K for
               the year ended December 31, 1999).*
     10.2      Stock Option Agreement between the Company and James E. Stutz
               dated January 26, 2000 (incorporated by reference to Exhibit 10.2
               to the annual report on form 10-K for the year ended December 31,
               2000).*
     10.3      Agreement for Information Technology Services dated as of
               December 3, 1999 between Fidelity and Electronic Data Systems
               Corporation and Electronic Data Systems Corporation Information
               Services L.L.C. (incorporated by reference to Exhibit 10.5 to the
               annual report on form 10-K for the year ended December 31,
               1999).*
     10.4      Agreement to Purchase Assets and Assume Liabilities dated as of
               August 6, 1999 by and between Fidelity and Peoples Bank of
               California (incorporated by reference to Exhibit 10.4 to the
               annual report on form 10-K for the year ended December 31,
               2000).*
     10.5      Agreement to Purchase Assets and Assume Liabilities dated as of
               February 7, 2000 by and between Fidelity and First Federal Bank
               of California (incorporated by reference to Exhibit 10.6 to the
               annual report on form 10-K for the year ended December 31,
               1999).*
     10.6      Mortgage Loan Purchase Agreement dated as of February 7, 2000 by
               and between Fidelity and First Federal Bank of California
               (incorporated by reference to Exhibit 10.7 to the annual report
               on form 10-K for the year ended December 31, 1999).*
     10.7      Agreement to Purchase Assets and Assume Liabilities dated as of
               February 3, 2000 by and between Fidelity and Jackson Federal Bank
               (incorporated by reference to Exhibit 10.8 to the annual report
               on form 10-K for the year ended December 31, 1999).*
     10.8      Purchase and Assumption Agreement dated as of June 2, 2000 by and
               between Fidelity and Household Bank (SB), N.A. (incorporated by
               reference to Exhibit 10.9 to the quarterly report on form 10-Q
               for the month ended June 30, 2000).*

                                       32
<PAGE>

    Exhibit
      No.                              Description
  -----------  -----------------------------------------------------------------
     10.9      Agreement to Purchase Assets and Assume Liabilities dated as of
               May 22, 2000 by and between Fidelity and First Bank of Beverly
               Hills. (incorporated by reference to Exhibit 10.10 to the
               quarterly report on form 10-Q for the month ended June 30,
               2000).*
     10.10     Stipulation and Consent to the Issuance of an Order to Cease and
               Desist and for Affirmative Relief dated November 1, 2000 between
               the Bank and the OTS, and Order to Cease and Desist and for
               Affirmative Relief dated November 1, 2000 issued by OTS to the
               Bank (incorporated by reference to Exhibit 10.11 to the form 8-K
               filed with SEC on November 11, 2000).*
     10.11     Purchase and Assumption Agreement dated as of December 11, 2000
               by and between Fidelity and Household Bank (SB), N.A
               (incorporated by reference to Exhibit 10.11 to the annual report
               on form 10-K for the year ended December 31, 2000).*
     10.12     Employment Contract by and between Bank Plus Corporation and Mark
               K. Mason dated as of October 28, 1998 (incorporated by reference
               to Exhibit 10.40 to the annual report on form 10-K for the year
               ended December 31, 1998).*
     10.13     Amendment No. 1 to the Letter Agreement by and between Bank Plus
               Corporation and Mark K. Mason dated as of January 26, 2000
               (incorporated by reference to Exhibit 10.13 to the annual report
               on form 10-K for the year ended December 31, 2000).*
     10.14     Employment Contract by and between Bank Plus Corporation and
               James E. Stutz dated as of January 26, 2000 (incorporated by
               reference to Exhibit 10.14 to the annual report on form 10-K for
               the year ended December 31, 2000).*
     10.15     Amendment No. 1 to the Letter Agreement by and between Bank Plus
               Corporation and James E. Stutz dated as of January 26, 2000
               (incorporated by reference to Exhibit 10.15 to the annual report
               on form 10-K for the year ended December 31, 2000).*
     10.16     Employment Contract by and between Bank Plus Corporation and
               Godfrey B. Evans dated as of November 19, 1998 (incorporated by
               reference to Exhibit 10.41 to the annual report on form 10-K for
               the year ended December 31, 1998).*
     10.17     Amendment No. 1 to the Letter Agreement by and between Bank Plus
               Corporation and Godfrey B. Evans dated as of January 26, 2000
               (incorporated by reference to Exhibit 10.17 to the annual report
               on form 10-K for the year ended December 31, 2000).*
     10.18     Employment Contract by and between Bank Plus Corporation and John
               M. Michel dated as of November 19, 1998 (incorporated by
               reference to Exhibit 10.42 to the annual report on form 10-K for
               the year ended December 31, 1998).*
     10.19     Amendment No. 1 to the Letter Agreement by and between Bank Plus
               Corporation and John M. Michel dated as of January 26, 2000
               (incorporated by reference to Exhibit 10.19 to the annual report
               on form 10-K for the year ended December 31, 2000).*
     10.20     Employment Contract by and between Bank Plus Corporation and
               Ronald A. Stoffers dated as of November 29, 2000 (incorporated by
               reference to Exhibit 10.20 to the annual report on form 10-K for
               the year ended December 31, 2000).*
     10.21     Standstill Agreement dated March 30, 2000 between Bank Plus
               Corporation and Strome Partners, L.P.; Strome Offshore Limited;
               Strome Hedgecap Fund, L.P.; Strome Hedgecap Limited; Strome
               Investment Management, L.P.; SSCO, Inc. and Mark E. Strome
               (incorporated by reference to Exhibit 10.1 to the Form 8-K filed
               with the SEC on April 6, 2000).*
     10.22     Standstill Agreement dated March 31, 2000 between Bank Plus
               Corporation and Jeffrey L. Gendell; Tontine Management, L.L.C.;
               Tontine Partners, L.P.; Tontine Financial Partners, L.P. and
               Tontine Overseas Associates, L.L.C (incorporated by reference to
               Exhibit 10.2 to the Form 8-K filed with the SEC on April 6,
               2000).*
     10.23     Amendment No. 2 to the Letter Agreement by and between Bank Plus
               Corporation and Mark K. Mason dated as of February 13, 2001
               (incorporated by reference to Exhibit 10.23 to the annual report
               on form 10-K for the year ended December 31, 2000).*
     10.24     Amendment No. 2 to the Letter Agreement by and between Bank Plus
               Corporation and Godfrey B. Evans dated as of February 13, 2001
               (incorporated by reference to Exhibit 10.24 to the annual report
               on form 10-K for the year ended December 31, 2000).*

                                       33
<PAGE>

    Exhibit
      No.                              Description
  -----------  -----------------------------------------------------------------
     10.25     Amendment No. 2 to the Letter Agreement by and between Bank Plus
               Corporation and John M. Michel dated as of February 13, 2001
               (incorporated by reference to Exhibit 10.25 to the annual report
               on form 10-K for the year ended December 31, 2000).*
     10.26     Agreement to Purchase Assets and Assume Liabilities dated as of
               May 26, 1999 by and between Fidelity and Peoples Bank of
               California (incorporated by reference to Exhibit 10.26 to the
               annual report on form 10-K for the year ended December 31,
               2000).*
     10.27     Agreement and Plan of Merger by and between Bank Plus Corporation
               and FBOP Corporation dated June 2, 2001 (filed as Exhibit 2.1 to
               a current report on Form 8-K dated June 2, 2001).*

     * Indicates previously filed documents.

REPORTS ON FORM 8-K
     None

                                       34
<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                             BANK PLUS CORPORATION
                                             Registrant



Date: November 13, 2001                             /s/ Mark K. Mason
                                          --------------------------------------
                                                       Mark K. Mason
                                          President and Chief Executive Officer;
                                                Vice Chairman of the Board
                                               (Principal Executive Officer)


Date: November 13, 2001                            /s/ John M. Michel
                                          --------------------------------------
                                                      John M. Michel
                                               Executive Vice President and
                                                  Chief Financial Officer
                                               (Principal Financial Officer)

                                       35