<PAGE>

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

                                   FORM 10-Q

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

     For the quarterly period ended   September 30, 1998  .
                                    -----------------------

[ ]  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 000-23815
                                               ---------

                                REGENCY BANCORP
            (Exact name of registrant as specified in its charter)

                 CALIFORNIA                            77-0378956
     (State or other jurisdiction of                (I.R.S. Employer
     Incorporation or organizations)                Identification No.)

  7060 N. FRESNO STREET, FRESNO, CALIFORNIA               93720
  (Address of principal executive offices)              (Zip code)

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (209) 438-2600
                                                           --------------

                                     NONE

     (Former name, former address and fiscal year, if changed since last 
report)

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 the 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 2, 1998, the registrant had 2,624,374 shares of Common Stock 
outstanding.

The Exhibit Index is located on page 37.

This report contains a total of 38 pages of which this is page one.


<PAGE>

                                 REGENCY BANCORP

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                         PAGE
<S>        <C>                                                           <C>
PART I.    FINANCIAL INFORMATION

  Item 1.  Financial Statements (unaudited)

           Consolidated Balance Sheets
           September 30, 1998, and December 31, 1997 . . . . . . . . .     3

           Consolidated Statements of Operations and Comprehensive 
           Income/(Loss) Three Months and Nine Months Ended 
           September 30, 1998 and 1997 . . . . . . . . . . . . . . . .     4

           Consolidated Statements of Shareholders' Equity
           Nine Months Ended September 30, 1998 and 1997 . . . . . . .     5

           Consolidated Statements of Cash Flows
           Nine Months Ended September 30, 1998 and 1997 . . . . . . .     6

           Notes to Consolidated Financial Statements. . . . . . . . .     7

  Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations . . . . . . . . . . . .    10

PART II.   OTHER INFORMATION

  Item 1.  Legal Proceedings . . . . . . . . . . . . . . . . . . . . .    32

  Item 2.  Changes in Securities . . . . . . . . . . . . . . . . . . .    32

  Item 3.  Defaults Upon Senior Securities . . . . . . . . . . . . . .    32

  Item 4.  Submission of Matters to a Vote of Security Holders . . . .    32

  Item 5.  Other Information . . . . . . . . . . . . . . . . . . . . .    32

  Item 6.  Exhibits and Reports on Form 8-K. . . . . . . . . . . . . .    32
</TABLE>


                                       2
<PAGE>

                        REGENCY BANCORP AND SUBSIDIARIES
PART I  ITEM 1.              FINANCIAL INFORMATION

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
(In thousands, except share data)                    September 30, 1998   December 31, 1997
-------------------------------------------------------------------------------------------
<S>                                                  <C>                  <C>
ASSETS
Cash and due from banks                                        $  9,076            $ 16,893
Federal funds sold                                               15,250               3,000
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Total Cash and Equivalents                                       24,326              19,893
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Other short term investments                                      3,868                 232
Securities available-for-sale                                    44,121              36,986
Non-marketable equity securities (FRB & FHLB stock)               1,170                   -
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Loans                                                           144,305             129,635
Allowance for credit losses                                      (2,689)             (2,219)
Deferred loan fees & discounts                                     (951)               (986)
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Net Loans                                                       140,665             126,430
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Investments in real estate                                            -               4,338
Other real estate owned                                             684                 503
Cash surrender value of life insurance                            3,143               3,038
Premises and equipment, net                                       1,566               1,751
Accrued interest receivable and other assets                      4,275               5,070
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Total Assets                                                   $223,818            $198,241
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest bearing transaction accounts                       $ 43,580            $ 46,744
Interest bearing transaction accounts                            49,974              48,616
Savings accounts                                                 55,680              36,498
Time deposits $100,000 or over                                   33,208              28,643
Other time deposits                                              16,283              15,778
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Total Deposits                                                  198,725             176,279
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Short term borrowings                                                 -                   -
Notes payable                                                       538                 509
Other liabilities                                                 3,446               2,719
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Total Liabilities                                              $202,709            $179,507
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Commitments and contingent liabilities (Note 6)
Shareholders' Equity:
Preferred stock, no par value;
1,000,000 shares authorized;
no shares issued or outstanding
Common stock, no par value; 5,000,000
  shares authorized, 2,624,374 and 2,621,125 shares
  issued and outstanding in 1998 and 1997, respectively          15,229              15,203
Retained earnings                                                 5,553               3,327
Net unrealized gain (loss) on available-for-sale securities,
  net of taxes of $237 in 1998 and $148 in 1997                     327                 204
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Total Shareholders' Equity                                       21,109              18,734
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity                     $223,818            $198,241
-------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------
</TABLE>

See notes to consolidated financial statements


                                       3
<PAGE>

                        REGENCY BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME/(LOSS) 
(UNAUDITED)

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                                  For the three months     For the nine months
(In thousands, except for per common and equivalent share data)    ended September 30,     ended September 30,
---------------------------------------------------------------------------------------------------------------
                                                                       1998        1997        1998        1997
---------------------------------------------------------------------------------------------------------------
<S>                                                               <C>         <C>         <C>         <C>
INTEREST INCOME
Loans (including fees)                                            $   4,098   $   3,330   $  11,752   $   9,034
Investment securities:
  Taxable                                                               524         557       1,431       1,651
  Tax exempt                                                             90          45         241          99
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Total Investment  Interest Income                                       614         602       1,672       1,750
Other                                                                   149          99         255         354
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Total Interest Income                                                 4,861       4,031      13,679      11,138
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
Interest on deposits                                                  1,388       1,331       3,922       3,900
Other                                                                    21          20          83          60
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Total Interest Expense                                                1,409       1,351       4,005       3,960
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Net interest income                                                   3,452       2,680       9,674       7,178
Provision for credit losses                                             100         460         375       1,295
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Net interest income after
  provision for credit losses                                         3,352       2,220       9,299       5,883
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
NONINTEREST INCOME
Gain-on-sale of loans                                                    55          26         277         512
Depositor service charges                                               126         101         356         295
Income from investment management services                              242         198         687         600
Gain (loss) on sale of securities                                         -           -           5         (34)
Gain-on-sale of assets                                                    4         248           4         252
Servicing fees on loans sold                                              -          83          79         250
Other                                                                   344          68         526         249
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Total Noninterest Income                                                771         724       1,934       2,124
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
NONINTEREST EXPENSE
Loss (gain) from investments in real estate partnerships                (93)        (21)        121       3,569
Salaries and related benefits                                         1,311       1,216       3,752       3,613
Occupancy                                                               382         399       1,121       1,213
FDIC insurance and regulatory assessments                                79          47         307          91
Marketing                                                                97         102         367         334
Professional services                                                   213          56         544         334
Director's fees and expenses                                             50          44         149         220
Management fees for real estate projects                                  -           9           -         121
Supplies, telephone & postage                                            73          78         237         241
Other                                                                   148         490         781       1,035
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Total Noninterest Expense                                             2,260       2,420       7,379      10,771
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Income before income taxes (benefit)                                  1,863         524       3,854      (2,764)
Provision (benefit) for income taxes                                    785         223       1,628      (1,158)
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Net Income/ (loss)                                                $   1,078   $     301   $   2,226   $  (1,606)
Other comprehensive income, net of tax:
  Unrealized gain on securities                                         113          99         123         173
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
Comprehensive income/(loss)                                       $   1,191   $     400   $   2,349   $  (1,433)
Earnings (loss) per common share
Basic                                                             $     .41   $     .16   $     .85   $    (.87)
Diluted                                                           $     .38   $     .16   $     .80   $    (.87)
Shares on which earnings per common share were based
Basic                                                             2,624,000   1,871,000   2,623,000   1,854,000
Diluted                                                           2,804,000   1,926,000   2,799,000   1,854,000
---------------------------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------------------------
</TABLE>

See notes to consolidated financial statements


                                       4
<PAGE>

                        REGENCY BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
                                               Common    Common                       Net
                                         Stock Number     Stock    Retained    Unrealized
(In thousands)                              of Shares    Amount    Earnings    Gain (Loss)     Total
-----------------------------------------------------------------------------------------------------
<S>                                      <C>             <C>       <C>         <C>            <C>
Balance, December 31, 1996                      1,818    $8,868     $ 4,601          $  1     $13,470
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Issuance of common stock
  To employee stock ownership plan                 36       333           -             -         333

Issuance of common stock
  under stock option plan                          17        75           -             -          75

Net change in unrealized gain on
  available-for-sale securities (net of             -         -           -           173         173
  taxes of $126,000)

Net Income (loss)                                   -         -      (1,606)            -      (1,606)

-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Balance, September 30, 1997                     1,818    $9,276     $ 2,995          $ 174    $12,445
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
                                               Common    Common                       Net
                                         Stock Number     Stock    Retained    Unrealized
(In thousands)                              of Shares    Amount    Earnings    Gain (Loss)     Total
-----------------------------------------------------------------------------------------------------
<S>                                      <C>            <C>        <C>         <C>            <C>
Balance, December 31, 1997                      2,621   $15,203      $3,327          $204     $18,734
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Issuance of common stock
  to employee stock ownership plan                  3        26           -             -          26
Net change in unrealized gain (loss) on
  available-for-sale securities (net of
  taxes of $72,000)                                 -         -           -           123         123
Net Income                                          -         -       2,226             -       2,226
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
Balance, September 30, 1998                     2,624   $15,229      $5,553          $327     $21,109
-----------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------
</TABLE>

See notes to consolidated financial statements


                                       5
<PAGE>

                        REGENCY BANCORP AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
(In thousands) For the nine months ended September 30,            1998         1997
-----------------------------------------------------------------------------------
<S>                                                          <C>           <C>
OPERATING ACTIVITIES:
Increase (decrease) in cash equivalents:
Net income/(loss)                                            $   2,226     $ (1,606)
Adjustments:
Provision for credit losses                                        375        1,295
Provision for losses on real estate                                  -          364
Provision for OREO losses                                          131           80
Depreciation and amortization                                      383          467
Deferred income taxes                                              701         (171)
(Increase) decrease in interest receivable and other assets          5        1,641
Increase in surrender value of life insurance                     (105)         (99)
Distributions of  income from real estate partnerships             213            7
Equity in loss of real estate partnerships                          38          397
Decrease in real estate held-for-sale                            4,087        6,110
Increase (decrease) in other liabilities                           756       (1,285)
Gain on sale of loans held-for-sale                               (277)        (512)
Proceeds from sale of loans held-for-sale                       15,229       14,475
Additions to loans held-for-sale                               (16,023)     (14,065)
(Gain)/loss on sale of premises and equipment and OREO              (2)          (7)
(Gain)/loss on sale of investment securities                        (5)          34
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
Net cash provided by operating activities                     $  7,732     $  7,125
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
INVESTING ACTIVITIES:
Purchase of available-for-sale securities                      (24,768)     (15,612)
Proceeds from sales of available-for-sale securities                 5        4,341
Proceeds from maturities of available-for-sale securities       17,783        7,303
Purchases of non-marketable equity securities                   (1,170)           -
Net increase in loans                                          (14,351)     (18,355)
Net decrease (increase) in other short-term investments         (3,636)          98
Cash received through acquisition of partnerships                    -          224
Proceeds from sale of OREO                                         501          700
Capital contributions to real estate partnerships                    -          (89)
Purchases of premises and equipment                               (146)          34
Proceeds from sale of premises and equipment                        11            -
-----------------------------------------------------------------------------------
Net cash (used in) investing activities                       $(25,771)    $(21,356)
-----------------------------------------------------------------------------------
FINANCING ACTIVITIES:
Net increase in time deposits accounts                           5,070       (5,018)
Net increase (decrease) in other deposits                       17,376       20,194
Payments on notes payable                                            -       (7,155)
Proceeds from notes payable                                          -        2,179
Proceeds from the issuance of common stock under
   employee stock option plan                                       26           75
Proceeds from the issuance of common stock to
   employee stock ownership plan                                     -          333
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
Net cash provided by financing activities                       22,472       10,608
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS             4,433       (3,623)
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                19,893       19,833
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                      24,326     $ 16,210
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
CASH PAID DURING THE PERIOD
  Interest                                                       4,272        3,039
  Income taxes                                                      28            -
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND
  FINANCING ACTIVITES
    Transfer of loans to other real estate owned                   813          364
-----------------------------------------------------------------------------------
-----------------------------------------------------------------------------------
</TABLE>

See notes to consolidated financial statements


                                       6
<PAGE>

                        REGENCY BANCORP AND SUBSIDIARIES
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. - BASIS OF PRESENTATION

     The accompanying consolidated financial statements include the accounts of
Regency Bancorp and its wholly-owned subsidiaries (the "Company"). Regency
Bancorp is a California corporation organized to act as the holding company for
Regency Bank (the "Bank") and Regency Investment Advisors, Inc. ("RIA"). RIA
provides investment management and consulting services. The Bank has one
wholly-owned subsidiary, Regency Service Corporation, a California corporation
("RSC"), that has engaged in the business of real estate development primarily
in the Fresno/Clovis area. All significant intercompany balances and
transactions have been eliminated in consolidation.

     These unaudited consolidated financial statements have been prepared in
accordance with generally accepted accounting principles on a basis consistent
with the accounting policies reflected in the audited consolidated financial
statements of the Company included in the Annual Report on Form 10-K for the
year ended December 31, 1997. They do not, however, include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, the unaudited
interim consolidated financial statements reflect all adjustments (all of which
are of a normal, recurring nature) necessary for a fair presentation of the
results for the interim periods presented. Operating results for the interim
periods presented are not necessarily indicative of the results that may be
expected for any other interim period or for the year as a whole.

NOTE 2. - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     Effective January 1, 1998, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 130, "Reporting of Comprehensive Income." This
Statement requires that all items recognized under accounting standards as
components of comprehensive earnings be reported in an annual financial
statement that is displayed with the same prominence as other annual financial
statements. This Statement also requires that an entity classify items of other
comprehensive earnings by their nature in an annual financial statement.
Accordingly, the Company included unrealized gains and losses on
available-for-sale securities in comprehensive earnings in the accompanying
statement of operations for the three and nine months ended September 30, 1998
and 1997.

     In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information," which establishes annual and interim
reporting standards for an enterprise's business segments and related
disclosures about its products, services, geographic areas and major customers.
This Statement is effective for fiscal years after December 15, 1997. Adoption
of this Statement will not impact the Company's consolidated financial position,
results of operations or cash flows.


                                      7
<PAGE>

NOTE 3. - INVESTMENT SECURITIES

     During the period between December 31, 1997 and September 30, 1998, the
Company recorded a net increase in the value of its available-for-sale portfolio
of $123,000 net of applicable taxes. This change is reflected as a change in
shareholders' equity in the Consolidated Statement of Shareholders' Equity.

Following is a comparison of the amortized cost and approximate fair value of 
securities available-for-sale:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
Available-for-sale securities                                     September 30, 1998                   December 31, 1997
------------------------------------------------------------------------------------------------------------------------------
                                                              Amortized             Fair           Amortized             Fair
(In thousands)                                                     Cost            Value                Cost            Value
------------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>               <C>                  <C>              <C>
U.S. Treasuries                                                 $ 1,004          $ 1,009             $ 2,007          $ 2,012
U.S. Government Agencies                                         17,836           17,969              17,431           17,489
Mortgage-backed securities                                       16,581           16,700              11,541           11,647
State and Political Subdivisions                                  7,893            8,200               5,441            5,624
Equity Securities                                                   243              243                 214              214
------------------------------------------------------------------------------------------------------------------------------
Total                                                           $43,557          $44,121             $36,634          $36,986
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     In addition to the available-for-sale securities listed above the Company
held $1,170,000 in nonmarketable equity securities at September 30, 1998. These
securities are made up of Federal Reserve Bank and Federal Home Loan Bank stock
which is not traded on a recognized exchange. In order to maintain membership in
these banks an equity investment is required. The Company can resell its
investment to either the Federal Reserve or the Federal Home Loan Bank should it
choose to relinquish membership. At September 30, 1998 no impairment reserve was
deemed necessary. The Company held no nonmarketable equity securities at
December 31, 1997.

     At September 30, 1998 and December 31, 1997, the Company held no securities
classified as held-to-maturity.

NOTE 4. -  LOANS

The following table presents a breakdown of the Company's loan portfolio in both
dollars outstanding, as well as, a percentage of total loans. Further discussion
of the Company's loan portfolio can be found in "Item No. 2 - Management's
Discussion and Analysis of Financial Condition and Results of Operations -
Balance Sheet Analysis".

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
(In thousands, except percentages)                        September 30, 1998                     December 31, 1997
------------------------------------------------------------------------------------------------------------------------------
                                                                           Percent of                              Percent of
                                                           Amount         Total Loans             Amount          Total Loans
------------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>              <C>                   <C>               <C>
Commercial                                               $ 95,594               66.2%           $ 75,487                58.3%
Real estate mortgage                                       18,219               12.6%             14,900                11.5%
Real estate construction                                   20,886               14.5%             30,128                23.2%
Consumer and other                                          9,606                6.7%              9,120                 7.0%
------------------------------------------------------------------------------------------------------------------------------
Subtotal                                                 $144,305              100.0%           $129,635               100.0%
------------------------------------------------------------------------------------------------------------------------------
Less:
Unearned discount                                             468                                    623
Deferred loan fees                                            483                                    363
Allowances for credit losses                                2,689                                  2,219
------------------------------------------------------------------------------------------------------------------------------
Total loans, net                                         $140,665                               $126,430
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      8
<PAGE>

NOTE 5. - EARNINGS PER SHARE

     Basic earnings per share is computed by dividing net income available to
common shareholders by the weighted average number of common shares outstanding
during the period. Diluted earnings per share is computed by dividing net income
available to common shareholders by the weighted average common shares
outstanding during the period plus potential common shares outstanding. Diluted
EPS reflects the potential dilution that could occur if securities or other
contracts to issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock that then shared in the earnings of the
Company. Diluted loss per common share is equal to basic loss per common share
for the nine month period ended September 30, 1997, because the effect of
potentially dilutive securities under the stock option plans were antidilutive.

The following table provides a reconciliation of the numerator and denominator
of the basic EPS computation with the numerator and denominator of the diluted
EPS computation for the three and nine month periods ended September 30, 1998
and 1997:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
                                                                     For the three months                For the nine months
(In thousands, except per share data)                                ended September 30,                 ended September 30,
------------------------------------------------------------------------------------------------------------------------------
                                                                      1998           1997              1998              1997
------------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>            <C>               <C>               <C>
Basic EPS Computation:
  Net income (loss)                                                 $1,078         $  301            $2,226           $(1,606)
  Average common shares outstanding                              2,624,000      1,871,000         2,623,000         1,854,000
------------------------------------------------------------------------------------------------------------------------------
Basic EPS                                                           $  .41         $  .16            $  .85           $  (.87)
------------------------------------------------------------------------------------------------------------------------------
Diluted EPS Computation:
  Net income (loss)                                                 $1,078         $  301            $2,226           $(1,606)
  Average common shares outstanding                              2,624,000      1,871,000         2,623,000         1,854,000
  Stock options and warrants                                       180,000         55,000           176,000                 -
------------------------------------------------------------------------------------------------------------------------------
                                                                 2,804,000      1,926,000         2,799,000         1,854,000
------------------------------------------------------------------------------------------------------------------------------
Diluted EPS                                                         $  .38         $  .16            $  .80           $  (.87)
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     Options to purchase 48,500 and 60,000 shares of common stock at various
prices per share were outstanding at September 30, 1998 and 1997, respectively,
but were not included in diluted EPS because the options exercise price was
greater than the average market price of the common shares for the periods then
ended.


                                      9
<PAGE>

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

     Certain matters discussed in this Report on Form 10-Q are forward-looking
statements that are subject to risks and uncertainties that could cause actual
results to differ materially from those projected. Such risks and uncertainties
include, but are not limited to, those described in Management's Discussion and
Analysis of Financial Condition and Results of Operations. Changes to such risks
and uncertainties, which could impact future financial performance, include,
among other things, (1) competitive pressures in the banking industry; (2)
changes in the interest rate environment; (3) general economic conditions,
either nationally or regionally; (4) changes in the regulatory environment; 
(5) changes in business conditions and inflation; and (6) changes in security
markets. Therefore, the information set forth therein should be carefully
considered when evaluating the business prospects of the Company and the Bank.

FINANCIAL SUMMARY

     It took a year, but the seeds planted in mid-year 1997 have begun to
produce a bountiful harvest as reflected in our 1998 third quarter performance.
Among the highlights for the quarter ended September 30, 1998 were record net
income of $1,078,000; return on assets of 2.02%; return on equity of 20.87%;
record assets of $223,818,000; record loans of $144,305,000; record deposits of
$198,725,000; the removal (i) by the Federal Deposit Insurance Corporation,
effective as of September 3, 1998 of the cease and desist order issued on
November 14, 1997 and (ii) by the California Department of Financial
Institutions effective as of September 15, 1998 of the order issued on November
14, 1997; and the Bank was accepted as a Federal Reserve member bank. While not
every quarter will be equally as monumental, we are excited about the future and
look forward with optimism.

     Net income reached $2,226,000 for the first nine months of 1998, an
increase of $3,832,000 from a loss of $1,606,000 for the first nine months of
1997. The increase in income was the result of significantly higher levels of
earning assets producing interest income, as well as, a dramatic reduction of
losses related to RSC's real estate investments. For the quarter ended September
30, 1998, net income reached $1,078,000, an increase of $777,000 or 258% from
$301,000 for the same period in 1997. In addition to the improvements mentioned
above, the Company recovered approximately $335,000 in previously charged off
assets related to RSC. These recoveries had the effect of increasing after-tax
income by $195,000.

     The reduction of RSC's holdings has allowed the Company to increase its
earning assets, most significantly in the loan portfolio. Total loans increased
to $144,305,000 at September 30, 1998, up 11.3% from $129,635,000 at year-end
and up 20.4% in the last twelve months. During the last twelve months ending
September 30, 1998, interest-earning assets have increased by $48,719,000, and
now account for more than 92% of the Company's total assets. The growth in loans
and other earning assets have allowed the Company to improve its interest income
and subsequently its net income.

     Earnings/(loss) per weighted average common share were $.41 for the third
quarter of 1998 and $.85 for the first nine months of 1998, compared to earnings
of $.16 per share in the third quarter of 1997 and a loss of $(.87) per share
for the nine month period ended September 30, 1997. The Company paid no cash
dividends in the third quarter of 1998 or 1997. The Company's return on average
assets improved to 2.02% for the third quarter of 1998, compared to .63% for the
comparable period in 1997. For the first nine months of 1998 return 


                                      10
<PAGE>

on average assets was 1.49% compared to (1.17)% for the first nine months of 
1997. Return on average common equity for the three and nine months ended 
September 30, 1998, was 20.87% and 15.08% respectively, compared to 9.58% and 
(16.04)% for the comparable periods in 1997.

     In addition to improving the revenue side of the income statement,
management and staff have focused attention on expenses with a goal of
continually improving efficiency by controlling operating expense as the Company
grows. Over the past year, operating efficiency has shown steady improvement.
Noninterest expense to average assets, one measurement of efficiency, improved
to 4.23% for the quarter ended September 30, 1998 and 4.93% for the first nine
months of 1998 from 5.09% and 7.84% for the comparable periods in 1997. The
Company's efficiency ratio improved to 53.5% for the quarter ended September 30,
1998 compared to 71.1% for the third quarter of 1997.

     At September 30, 1998, the Company's total risk-based capital ratio was
15.67% while the leverage ratio was 9.21%. Both ratios are well in excess of
minimum capital standards.

ADMINISTRATIVE ORDERS

     As a result of an examination of the Bank as of June 30, 1997, the FDIC
determined that the Company required special supervisory attention. The Bank
consented to an FDIC Order on October 28, 1997. The FDIC Order was a
"cease-and-desist order" for the purposes of Section 8 of the Federal Deposit
Insurance Act. Additionally, the Bank stipulated to the issuance of a State
Order by the CDFI, the State Order was a final order pursuant to Section 1913 of
the California Financial Code.

     During the third quarter ended September 30, 1998, the Bank received
written notice from the FDIC and CDFI that both orders had been "terminated",
i.e. they have been cancelled and removed in their entirety.

NET INTEREST INCOME

     The Company's operating results depend primarily on net interest income
(the difference between the interest earned on loans and investments less
interest expense on deposit accounts and borrowings). A primary factor affecting
the level of net interest income is the Company's interest rate margin, the
difference between the yield earned on interest earning assets and the rate paid
on interest bearing liabilities, as well as the difference between the relative
amounts of average interest earning assets and interest bearing liabilities.

     The following tables present, for the periods indicated, the Company's
total dollar amount of interest income from average interest earning assets and
the resultant yields, as well as the interest expense on average interest
bearing liabilities and the resultant cost, expressed both in dollars and rates.
The tables also set forth the net interest income and the net earning balance
for the periods indicated.


                                      11
<PAGE>

CONSOLIDATED AVERAGE BALANCE SHEETS, NET INTEREST INCOME AND INTEREST RATES

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
(In thousands, except for percentages)
For the three months ended September 30,                      1998                                     1997
------------------------------------------------------------------------------------------------------------------------------
                                                 Average        Yield/                    Average       Yield/
                                                 Balance          Rate     Interest       Balance         Rate       Interest
------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>             <C>        <C>           <C>            <C>          <C>
ASSETS
Interest-earning assets:
Loans (1)                                       $143,979        11.29%       $4,098      $115,239       11.46%         $3,330
Investment securities (2)                         38,866         6.26%          614        37,003        6.45%            602
Federal funds sold & other                         9,864         5.95%          149         7,250        5.42%             99
------------------------------------------------------------------------------------------------------------------------------
Total Interest-earning Assets                   $192,709        10.01%       $4,861      $159,492       10.03%         $4,031
------------------------------------------------------------------------------------------------------------------------------
Noninterest -earning assets:
Allowance for credit losses                       (2,646)                                  (1,912)
Cash and due from banks                           11,949                                   10,220
Real estate investments                                -                                   10,582
OREO                                                 635                                      530
Premises and equivalent, net                       1,617                                    1,965
Cash surrender value of life insurance             3,121                                    2,979
Accrued interest receivable and other              4,555                                    4,450
  assets
------------------------------------------------------------------------------------------------------------------------------
Total Average Assets                            $211,940                                 $188,306
------------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS'
  EQUITY
Interest-bearing liabilities:
Transaction accounts                            $ 50,300         2.35%       $  298      $ 51,613        2.47%         $  321
Savings accounts                                  42,730         3.93%          424        35,491        4.09%            366
Time deposits                                     49,113         5.38%          666        46,183        5.53%            644
Federal funds purchased, notes payable
  and other                                          531        16.01%           21         1,956        4.06%             20
------------------------------------------------------------------------------------------------------------------------------
Total Interest-bearing Liabilities              $142,674         3.92%       $1,409      $135,243        3.96%         $1,351
------------------------------------------------------------------------------------------------------------------------------
Noninterest -bearing liabilities:
Transaction accounts                              45,619                                   38,807
Other liabilities                                  3,149                                    1,787
------------------------------------------------------------------------------------------------------------------------------
Total Liabilities                               $191,442                                 $175,837
------------------------------------------------------------------------------------------------------------------------------
Shareholders' Equity:
Common stock                                      15,230                                    9,274
Retained earnings                                  5,058                                    3,061
Unrealized gain / (loss)  on investment
  securities                                         210                                      134
------------------------------------------------------------------------------------------------------------------------------
Total Shareholders' Equity                        20,498                                   12,469
------------------------------------------------------------------------------------------------------------------------------
Total average liabilities and
  shareholders' equity                          $211,940                                 $188,306
------------------------------------------------------------------------------------------------------------------------------
Net Interest Income                                                          $3,452                                    $2,680
------------------------------------------------------------------------------------------------------------------------------
Interest income as a percentage of average
  interest-earning assets                                       10.01%                                  10.03%
Interest expense as a percentage of average
   interest-earning assets                                      (2.90%)                                 (3.36%)
------------------------------------------------------------------------------------------------------------------------------
Net Interest Margin                                              7.11%                                   6.67%
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Loan amounts include nonaccrual loans, but the related interest income has
been included only for the period prior to the loan being placed on a nonaccrual
basis. Loan interest income includes loan fees of approximately $360,000 and
$344,000 for the three months ended September 30, 1998, and 1997, respectively.
 
(2)  Applicable nontaxable securities yields have not been calculated on a
taxable-equivalent basis because they are not material to the Company's
results of operations.


                                      12
<PAGE>

    CONSOLIDATED AVERAGE BALANCE SHEETS, NET INTEREST INCOME AND INTEREST RATES

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------------
(In thousands, except for percentages)
For the nine months ended September 30,                       1998                                     1997
------------------------------------------------------------------------------------------------------------------------------
                                                 Average        Yield/                    Average       Yield/
                                                 Balance          Rate     Interest       Balance         Rate       Interest
------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>             <C>        <C>           <C>           <C>           <C>
ASSETS
Interest-earning assets:
Loans (1)                                       $137,568        11.42%      $11,752      $107,893       11.19%       $  9,034
Investment securities (2)                         36,220         6.17%        1,672        35,736        6.55%          1,750
Federal funds sold & other                         5,942         5.74%          255         8,763        5.40%            354
------------------------------------------------------------------------------------------------------------------------------
Total Interest-earning Assets                   $179,730        10.18%      $13,679      $152,392        9.77%       $ 11,138
------------------------------------------------------------------------------------------------------------------------------
Noninterest -earning assets:
Allowance for credit losses                       (2,439)                                  (1,755)
Cash and due from banks                           11,354                                    9,301
Real estate investments                            1,301                                   14,457
OREO                                                 670
Premises and equivalent, net                       1,681                                    2,118
Cash surrender value of life insurance             3,086                                    2,948
Accrued interest receivable and other              4,796                                    4,324
  assets
------------------------------------------------------------------------------------------------------------------------------
Total Average Assets                            $200,179                                 $183,785
------------------------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS'
  EQUITY
Interest-bearing liabilities:
Transaction accounts                            $ 48,866         2.35%      $   859      $ 49,217        2.52%       $    928
Savings accounts                                  39,069         4.01%        1,171        32,764        4.08%          1,000
Time deposits                                     47,005         5.38%        1,892        47,845        5.51%          1,972
Federal funds purchased, notes payable
   and other                                         985        11.27%           83         3,483        2.30%             60
------------------------------------------------------------------------------------------------------------------------------
Total Interest-bearing Liabilities              $135,925         3.94%      $ 4,005      $133,309        3.97%       $  3,960
------------------------------------------------------------------------------------------------------------------------------
Noninterest -bearing liabilities:
Transaction accounts                              41,695                                   34,971
Other liabilities                                  2,820                                    2,121
------------------------------------------------------------------------------------------------------------------------------
Total Liabilities                               $180,440                                 $170,401
------------------------------------------------------------------------------------------------------------------------------
Shareholders' Equity:
Common stock                                      15,221                                    9,156
Retained earnings                                  4,300                                    4,224
Unrealized gain / (loss)  on investment
   securities                                        218                                        4
------------------------------------------------------------------------------------------------------------------------------
Total Shareholders' Equity                        19,739                                   13,384
------------------------------------------------------------------------------------------------------------------------------
Total average liabilities and
   shareholders' equity                         $200,179                                 $183,785
------------------------------------------------------------------------------------------------------------------------------
Net Interest Income                                                         $ 9,674                                  $  7,178
------------------------------------------------------------------------------------------------------------------------------
Interest income as a percentage of average
   interest-earning assets                                      10.18%                                   9.77%
Interest expense as a percentage of average
   interest-earning assets                                      (2.98%)                                 (3.47%)
------------------------------------------------------------------------------------------------------------------------------
Net Interest Margin                                              7.20%                                   6.30%
------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Loan amounts include nonaccrual loans, but the related interest income has
been included only for the period prior to the loan being placed on a nonaccrual
basis. Loan interest income includes loan fees of approximately $936,000 and
$950,000 for the nine months ended September 30, 1998, and 1997, respectively.

(2) Applicable nontaxable securities yields have not been calculated on a
taxable-equivalent basis because they are not material to the Company's results
of operations.


                                      13

<PAGE>

     Changes in the interest margin can be attributed to changes in the yield on
interest earning assets, the rate paid on interest bearing liabilities, as well
as changes in the volume of interest earning assets and interest bearing
liabilities. The following table presents the dollar amount of certain changes
in interest income and expense for each major component of interest earning
assets and interest bearing liabilities and the difference attributable to
changes in average rates and volumes for the periods indicated.

VOLUME/RATE ANALYSIS

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
(In thousands)
For the three months ended September 30, 1998 compared to 1997    Volume(1)   Rate(1)   Total
---------------------------------------------------------------------------------------------
<S>                                                               <C>         <C>       <C>
Net Interest Earnings Variance Analysis
Increase (decrease) in interest income:
Loans                                                                   817      (49)     768
Investment securities(2)                                                 28      (16)      12
Federal funds sold and other                                             38       12       50
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Total                                                                   883      (53)     830
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Increase (decrease) in interest expense:
Transaction accounts                                                     (8)     (15)     (23)
Savings accounts                                                         71      (13)      58
Time deposits                                                            39      (17)      22
Federal funds purchased and other                                         -        1        1
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Total                                                                   102      (44)      58
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Increase (decrease) in net interest income                              781       (9)     772
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
</TABLE>

(1) A change due to both volume and rate has been allocated to the change in 
volume and rate in proportion to the relationship of the dollar amount of the 
change in each.

(2) Changes calculated on nontaxable securities have not considered tax 
equivalent effects.

     Net interest income before the provision for credit losses was 
$3,452,000 for the third quarter of 1998 as compared to $2,680,000 for the 
comparable period of 1997, an increase of $772,000 or 28.8%. The net interest 
margin for the third quarter ended September 30, 1998 was 7.11% compared to 
6.67% during the comparable period in 1997. The increase in net interest 
income and net interest margin was primarily attributable to a larger earning 
asset base, primarily in the loan portfolio. This increase in loans was the 
result of the Bank holding new production Small Business Administration 
("SBA") and Business and Industry ("B&I") loans rather than selling these 
loans on the secondary market. The Company's earning asset yield declined 
slightly to 10.01% during the third quarter of 1998, compared to 10.03% in 
the third quarter of 1997. The yield on earning assets was also augmented by 
a lower number of nonaccrual loans and the recovery of a significant amount 
of interest on RSC loans that had previously been on nonaccrual, however, 
lower interest rates in general caused a slight decline in the overall net 
yield on earning assets. The recovery of nonaccrued interest on RSC loans 
during 1998's third quarter had the effect of increasing the net interest 
margin approximately 8 basis points on average. In addition to the increase 
in earning assets and earning asset yield, the Company was able to lower its 
cost of funds through the use of cash liberated from the sale of RSC's real 
estate investments, as well as, lower interest rates in general.

     Average interest-earning assets for the third quarter ended September 
30, 1998 increased to $192,709,000 from $159,492,000 for the comparable 
period in 1997 an increase of $33,217,000 or 20.8%. Average loans increased 
by $28,740,000 to $143,979,000 representing 74.7% of average interest-earning 
assets for the third quarter of 1998, compared to $115,239,000 or 72.3 % for 
the third quarter of 1997. The yield on average loans declined slightly to 
11.29% for the third quarter of 1998, from 11.46% for the comparable period 
in 1997, primarily due to lower market interest rates caused by aggressive 
competition from major banks.


                                      14
<PAGE>

     Other interest-earning assets consist of investment securities, 
overnight federal funds sold and other short-term investments. These 
investments are maintained to meet the liquidity requirements of the Company, 
as well as, pledging requirements on certain deposits and typically have a 
lower yield than loans. The yield on investments decreased to 6.26% for the 
third quarter ended September 30, 1998, from 6.45% in the comparable period 
in 1997. On a fully tax equivalent basis the yield on investments was 6.79% 
for the third quarter ended September 30, 1998 compared to 6.75% for the 
third quarter ended September 30, 1997. The primary causes of the decline in 
investment yield were older, higher yielding bonds maturing and being 
replaced by lower yielding investments due to lower interest rates in the 
bond market. Excess liquidity is invested in federal funds sold on an 
overnight basis. During the third quarter of 1998, the Bank increased the 
amount of funds invested in overnight federal funds. This increase was a 
result of the Bank's efforts to take advantage of an inverted yield curve for 
short term investments with the federal funds rate being higher than other 
short and medium term investments. The yield on federal funds sold and other 
short term investments was 5.95% in the third quarter of 1998 compared to 
5.42% in the comparable period in 1997.

     Average interest-bearing liabilities for the third quarter ended 
September 30, 1998 increased to $142,674,000 from $135,243,000 for the 
comparable period in 1997, an increase of $7,431,000 or 5.5%. For the third 
quarter ended September 30, 1998, the average interest rate paid on 
interest-bearing liabilities decreased slightly to 3.92% from an average rate 
of 3.96% paid during the third quarter of 1997.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
(In thousands)
For the nine months ended September 30, 1998 compared to 1997    Volume(1)   Rate(1)    Total
---------------------------------------------------------------------------------------------
<S>                                                              <C>         <C>        <C>
Net Interest Earnings Variance Analysis
Increase (decrease) in interest income:
Loans                                                                2,532       186    2,718
Investment securities(2)                                                24      (102)     (78)
Federal funds sold and other                                          (123)       24      (99)
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Total                                                                2,433       108    2,541
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Increase (decrease) in interest expense:
Transaction accounts                                                    (7)      (62)     (69)
Savings accounts                                                       189       (18)     171
Certificates of deposit                                                (34)      (46)     (80)
Federal funds purchased and other                                       (5)       28       23
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Total                                                                  143       (98)      45
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
Increase (decrease) in net interest income                           2,290       206    2,496
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------
</TABLE>

(1) A change due to both volume and rate has been allocated to the change in 
volume and rate in proportion to the relationship of the dollar amount of the 
change in each.

(2) Changes calculated on nontaxable securities have not considered tax 
equivalent effects.


                                      15
<PAGE>

     Net interest income before the provision for credit losses was 
$9,674,000 for the first nine months of 1998 as compared to $7,178,000 for 
the first nine months of 1997, an increase of $2,496,000 or 34.8%. The 
increase was primarily attributable to a larger earning asset base, as well 
as, an increase in the net interest margin. The increase in earning assets, 
primarily in the loan portfolio, was the result of the Bank retaining SBA and 
B&I loans rather than selling these loans on the secondary market. This shift 
of assets into a larger loan portfolio resulted in the Company's earning 
asset yield rising to 10.18% during the first nine months of 1998, compared 
to 9.77% for the first nine months of 1997. The net interest margin for the 
nine months ended September 30, 1998 was 7.20% compared to 6.30% during the 
comparable period in 1997. The increased yield on earning assets and net 
interest margin was augmented by a lower number of nonaccrual loans and the 
recovery of interest that had previously been on nonaccrual. This recovery of 
interest during the first nine months of 1998 had the effect of increasing 
the net interest margin approximately 72 basis points on average.

     Average interest-earning assets for the nine months ended September 30, 
1998 increased to $179,730,000 from $152,392,000 for the comparable period in 
1997, an increase of $27,338 or 17.9%. Average loans increased by $29,675 to 
$137,568,000 representing 76.5% of average interest-earning assets for the 
first nine months of 1998, compared to $107,893,000 or 70.8% for the first 
nine months of 1997. The yield on average loans increased to 11.42% for the 
first nine months of 1998, from 11.19% for the comparable period in 1997, 
primarily due to recoveries of nonaccrued interest on RSC loans.

     Other interest-earning assets consist of investment securities, 
overnight federal funds sold and other short-term investments. These 
investments are maintained to meet the liquidity requirements of the Company, 
as well as, pledging requirements on certain deposits and typically have a 
lower yield than loans. The yield on investments decreased to 6.17% for the 
nine month period ended September 30, 1998, from 6.55% in the comparable 
period in 1997. On a fully tax equivalent basis the yield on investments was 
6.61% for the nine months ended September 30, 1998, compared to 6.74% for the 
nine months ended September 30, 1997. The primary cause of the decline in 
investment yield was lower interest rates in the bond market. Additionally, 
the Company increased the percentage of tax free municipal bonds held in its 
investment portfolio. These bonds typically carry lower coupons, however, the 
interest earned is exempt from federal tax. Excess liquidity is invested in 
federal funds sold on an overnight basis. The yield on federal funds sold and 
other investments for the first nine months of 1998 and 1997 was 5.74% and 
5.40%, respectively.

     Average interest-bearing liabilities for the nine months ended September 
30, 1998 grew marginally to $135,925,000 from $133,309,000 for the comparable 
period in 1997, an increase of $2,616,000 or 2.0%. For the first nine months 
ended September 30, 1998, the average interest rate paid on interest-bearing 
liabilities decreased to 3.94% from an average rate of 3.97% paid during the 
first nine months of 1997.


                                      16
<PAGE>

NONINTEREST INCOME

     The Company receives a significant portion of its income from 
noninterest sources related both to activities conducted by the Bank (loan 
originations and servicing, depositor service charges), as well as, the 
Company's investment advisory firm, RIA.

The following table sets forth, for the periods indicated, the principal 
categories of noninterest income received by the Company.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
                                              For the three months     For the nine months
(In thousands)                                 ended September 30,     ended September 30,
------------------------------------------------------------------------------------------
                                                1998        1997         1998        1997
------------------------------------------------------------------------------------------
<S>                                           <C>           <C>        <C>         <C>
Other noninterest income:
Gain-on-sale of loans                           $ 55        $ 26       $  277      $  512
Depositor service charges                        126         101          356         295
Income from investment management services       242         198          687         600
Gain/(loss) on sale of securities                  -           -            5         (34)
Gain-on-sale of assets                             4         248            4         252
Servicing fees on loans sold                       -          83           79         250
Other                                            344          68          526         249
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
Total                                           $771        $724       $1,934      $2,124
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
</TABLE>

     During the third quarter of 1998, the Company recognized noninterest 
income of $771,000, compared to $724,000 for the same period in 1997, an 
increase of $47,000 or 6.5%. For the first nine months of 1998, noninterest 
income was $1,934,000, compared to $2,124,000 for the first nine months of 
1997, a decrease of $190,000 or 9.0%. The decline for the first nine months 
was primarily attributable to lower gains on the sale of loans, due to the 
decision to retain a larger portfolio of these loans in the Bank's loan 
portfolio, as well as, a decline in income from servicing fees on the loans 
sold.

LOAN ORIGINATION & SALES

     The Bank originates various types of loans that may be sold on active 
secondary markets. Types of loans originated that are saleable include: loans 
made under the U.S. Small Business Administration program that generally 
provide for SBA guarantees of 70% to 90% of each loan; loans made under the 
U.S. Department of Agriculture's Business and Industry loan program; and 
conventional real estate mortgage loans. Historically, the majority of the 
Bank's gain on sale of loans has come from SBA loan sales. During 1997, the 
Company decided to hold the majority of SBA and B&I loans originated to more 
rapidly build the Bank's loan portfolio and increase interest income.

     From time to time, the Bank evaluates the valuations available on 
various groups of loans and may sell groups of loans in an effort to maximize 
their economic value. During the quarter ended September 30, 1998, the Bank 
did not sell SBA or B&I loans, but actively sold newly originated home 
mortgages. Net income from loans sold in the third quarter of 1998 was 
$55,000 compared to $26,000 in the third quarter of 1997. For the nine months 
ended September 30, 1998, gains on the sale of loans were $277,000 compared 
to $512,000 during the first nine months of 1997, a decrease of $235,000. The 
primary cause of the decline in income from the sale of loans for the first 
nine months of 1998 compared to the first nine months of 1997 was the 
decision to hold a larger portfolio of B&I and SBA guaranteed loans in the 
Bank's portfolio.


                                      17
<PAGE>

     An additional source of income related to the Bank's SBA loan 
origination activities is reflected in income from the ongoing servicing of 
loans sold. During the third quarter ended September 30, 1998, servicing 
income totaled $0, compared to servicing income of $83,000 during the quarter 
ended September 30, 1997. Under generally accepted accounting principles, 
when loans are sold a portion of the gain is deferred and accreted into 
income over the expected life of the loan. Additionally, the projected 
servicing income is calculated whereby a servicing asset is established and a 
portion of this projected future servicing income is recognized as income at 
the time of sale and a portion of the projected future income is deferred and 
accreted to servicing income over the projected life of the loan. Due to 
early payoffs on a number of older SBA loans, the reduction in servicing 
income as a result of the elimination of the future serving asset was equal 
to the gain from sale and servicing income for the period, thereby resulting 
in net servicing fee income of $0 for the quarter. For the nine months ended 
September 30, 1998, servicing income totaled $79,000, a decrease of $171,000 
compared to $250,000 during the first nine months of 1997. The decline in 
servicing income in 1998 compared to 1997 was the result of a smaller 
portfolio of loans serviced during 1998 and the accretion of capitalized 
servicing fees on previously sold loans that have pre-paid at an accelerated 
rate.

REGENCY SERVICE CORPORATION

     The Bank's wholly owned subsidiary, Regency Service Corporation, has 
engaged in real estate development activities since 1986. Under FDIC 
regulations, banks were required to divest their real estate development 
investments as quickly as prudently possible but in no event later than 
December 19, 1996, and submit a plan to the FDIC regarding divestiture of 
such investments. In December 1995, the Bank and RSC submitted a request to 
extend the mandatory time period in which it must divest its real estate 
development interests. In December 1996, the FDIC, responding to the Bank's 
request, granted the Bank and RSC a two-year extension, until December 31, 
1998, to continue its divestiture activities.

     As of September 30, 1998, RSC had only four units remaining compared to 
66 units remaining at December 31, 1997 and 220 units remaining at September 
30, 1997. When viewed on a stand-alone basis, RSC's activities combined to 
produce net income of $342,000 for the first nine months of 1998. During the 
most recent quarter, RSC was able to recover refundable deposits previously 
charged-off on numerous projects of $220,000, as well as, interest from loans 
previously on nonaccrual and principal from previously charged-off loans. The 
recovery of principal increased the Company's and RSC's reserve for credit 
losses by $142,000.

     Management expects that RSC's performance for the remainder of 1998 will 
be similar to the first nine months of 1998 and that any losses recorded on 
the sale of properties will be offset by income or previously established 
reserves. Additional discussion of loans made by RSC to facilitate the sale 
of its properties and, in general, of the Company's investment in RSC, is 
contained in this report under the headings, "Nonperforming Loans" and 
"Investments in Real Estate."


                                      18
<PAGE>

REGENCY INVESTMENT ADVISORS, INC.

     The Company's other wholly-owned subsidiary, Regency Investment 
Advisors, was formed in August 1993 through the acquisition by the Bank of 
the assets, including the client list, of a fee-only investment management 
and consulting firm. RIA provides investment management and consulting 
services, including comprehensive financial and retirement planning and 
investment advice to individuals and corporate clients for an annual fee that 
varies depending upon the size of a client account.
 
     Revenue from RIA for the third quarter of 1998 increased to $242,000 
from $198,000 in the same period of 1997, an increase of $44,000 or 22.2%. On 
a stand alone basis, RIA's activities, (income from investment management 
activities less operating expenses), provided the Company with after-tax 
income of $37,000 in the third quarter of 1998 compared to after-tax income 
of $29,000 in the third quarter of 1997.

     For the nine months ended September 30, 1998, revenue from RIA increased 
to $687,000 from $600,000 for the same period in 1997, an increase of $87,000 
or 14.5%. On a stand alone basis, RIA's activities, (income from investment 
management activities less operating expenses), provided the Company with 
after-tax income of $106,000 for the nine months ended September 30, 1998, 
compared to after tax income of $77,000 for the same period in 1997, and 
increase of 37.6%. RIA's operating expenses have been consolidated with 
similar operating expenses in the Company's consolidated statement of income.

     RIA's ability to generate and increase income comes, in large part, from 
the volume of assets under management. As of September 30, 1998, RIA had 
$100,700,000 in assets under management, an increase of $14,500,000, or 16.8% 
compared to $86,200,000 as of September 30, 1997. Assets in client accounts 
managed by RIA are not reflected in the consolidated assets of the Company.


                                      19
<PAGE>

THIRD QUARTER NONINTEREST EXPENSE

     Noninterest expense reflects the costs of products and services, 
systems, facilities and personnel for the Company. The major components of 
other operating expenses stated both as dollars and as a percentage of 
average assets are as follows:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
(In thousands, except percentages)
For the three months ended September 30,                             1998                           1997
------------------------------------------------------------------------------------------------------------------
                                                                         Percent of                     Percent of
                                                           Amount    Average Assets       Amount    Average Assets
------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>       <C>                 <C>        <C>
Noninterest Expense:
Loss (gain) from investments in real estate partnerships   $  (93)          (0.17%)      $  (21)           (0.04%)
Salaries and related benefits                               1,311            2.45%        1,216             2.56%
Occupancy                                                     382            0.71%          399             0.84%
FDIC insurance and regulatory assessments                      79            0.15%           47             0.10%
Marketing                                                      97            0.18%          102             0.21%
Professional services                                         213            0.40%           56             0.12%
Director's fees and expenses                                   50            0.09%           44             0.09%
Management fees for real estate projects                        -            0.00%            9             0.02%
Supplies, telephone & postage                                  73            0.14%           78             0.16%
Other                                                         148            0.28%          490             1.03%
------------------------------------------------------------------------------------------------------------------
Total                                                      $2,260            4.23%       $2,420             5.09%
------------------------------------------------------------------------------------------------------------------
</TABLE>

     Noninterest expense decreased by $160,000 or 6.6% to $2,260,000 for the 
three months ended September 30, 1998, compared to $2,420,000 during the same 
period of 1997. The decline in noninterest expense between the third quarter 
of 1997 and 1998 was due primarily to significantly lower expenses related to 
RSC's activities. When compared to average assets for the respective periods, 
noninterest expense decreased to 4.23% in the third quarter of 1998 compared 
to 5.09% in the comparable period in 1997.

     The reduction of noninterest expense as a percentage of average assets 
is a central part of the Company's overall plan to increase earnings through 
improved efficiency. As a percentage of average assets, most expense 
categories decreased over the past twelve months. However, certain categories 
showed an increase; FDIC insurance and regulatory assessments increased by 
68.1% or $32,000, to $79,000 for the quarter ended September 30, 1998, 
compared to only $47,000 during the comparable quarter in 1997. This 
substantial increase is the direct result of the FDIC and CDFI administrative 
orders, as well as, the Bank's average capital level during the third and 
fourth quarters of 1997. Management expects the Bank's FDIC insurance premium 
to be $0 beginning in the first quarter of 1999. Additionally, management has 
petitioned the FDIC for a rebate of a portion of the Bank's deposit insurance 
premiums for quarters three and four of 1998. During the third quarter of 
1998, professional expenses increased to $213,000 from $56,000 during the 
third quarter of 1997. The increase was primarily related to one time 
consulting expense related to the Company's year 2000 project, as well as, 
general legal expenses. Salaries and related benefits, occupancy and most 
other expense categories were similar in both the third quarters of 1998 and 
1997. The other category of noninterest expense decreased to $148,000, for 
the third quarter of 1998, a decline of $342,000, or 69.8% from $490,000 in 
the comparable period of 1997. Other expense in 1997 was higher than normal 
due to OREO writedowns and RSC expenses.


                                      20
<PAGE>

     All other noninterest expense categories declined as a percentage of
average assets with salaries and related benefits, the Company's largest
noninterest expense category, declining from 2.56% in the third quarter of 1997
to 2.45% in the third quarter of 1998. The Company has been able to maintain the
number of full time equivalent employees at or near levels of a year ago while
average assets have grown by 12.6%.

NONINTEREST EXPENSE YEAR-TO-DATE

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
(In thousands, except percentages)
For the nine months ended September 30,                             1998                           1997
------------------------------------------------------------------------------------------------------------------
                                                                         Percent of                     Percent of
                                                           Amount    Average Assets       Amount    Average Assets
------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>       <C>                 <C>        <C>
Other Expense:
Loss (gain)  from investments in real estate               $  121             0.08%      $ 3,569             2.60%
Salaries and related benefits                               3,752             2.51%        3,613             2.63%
Occupancy                                                   1,121             0.75%        1,213             0.88%
FDIC insurance and regulatory assessments                     307             0.20%           91             0.07%
Marketing                                                     367             0.25%          334             0.24%
Professional services                                         544             0.36%          334             0.24%
Director's fees and expenses                                  149             0.10%          220             0.16%
Management fees for real estate projects                        -             0.00%          121             0.09%
Supplies, telephone & postage                                 237             0.16%          241             0.18%
Other                                                         781             0.52%        1,035             0.75%
------------------------------------------------------------------------------------------------------------------
Total                                                      $7,379             4.93%      $10,771             7.84%
------------------------------------------------------------------------------------------------------------------
</TABLE>

     For the nine months ended 1998, year-to-date noninterest expense 
decreased substantially to $7,379,000 a decline of $3,392,000 or 31.5%, from 
$10,771,000 in the first nine months of 1997. The decline in expense was 
primarily the result of lower losses from investments in real estate. For the 
first nine months of 1998, RSC's losses on the sale of real estate were 
$121,000, a decline of $3,448,000 or 96.6% from $3,569,000 in the first nine 
months of 1997. The large losses in 1997 resulted from expense for reserves 
and the writedown of properties to facilitate the rapid disposition of RSC's 
remaining assets. FDIC insurance and regulatory assessments increased by more 
than 237% or $216,000 to $307,000 for the first nine months of 1998, compared 
to $91,000 during the comparable period in 1997. This substantial increase is 
the direct result of the FDIC and CDFI administrative orders, as well as, the 
Bank's average capital level during the third and fourth quarters of 1997. 
Professional services and marketing grew modestly in the nine months ended 
September 30, 1998 compared to 1997 respectively. Professional services 
include legal expense, audit and consulting services. Legal expense was 
higher during the first nine months of 1998 due to expenses associated with 
the Company's registration of stock issued in December 1997 as well as its 
listing on Nasdaq. Consulting fees increased as a result of the Company's 
year 2000 data processing project. Salaries and related benefits, occupancy, 
director's fees, supplies and other expense all declined as a percentage of 
average assets and were very similar in dollar terms. The other category of 
noninterest expense declined to $781,000 for the first nine months of 1998 
from $1,035,000 in the comparable period in 1997. The reduction in other 
expense relates primarily to lower RSC expenses. Overall, the Company's 
non-interest expense to average assets for the first nine months of 1998 
declined to 4.93% compared to 7.84% for the comparable period of 1997.


                                      21
<PAGE>

BALANCE SHEET ANALYSIS

     Total assets at September 30, 1998 were $223,818,000 an increase of 
12.9% or $25,577 from $198,241,000 at December 31, 1997. At September 30, 
1998, the Company's loan portfolio grew to $144,305,000 an increase of 
$14,670,000 or 11.3% since December 31, 1997. Loan growth was substantially a 
result of the decision to hold the majority of newly originated SBA and B&I 
loans, rather than sell them on the secondary market, in an effort to 
increase higher yielding assets and interest income. Total deposits were 
$198,725,000 at September 30, 1998, up $22,446,000 or 12.7% from $176,279,000 
at December 31, 1997. At September 30, 1998, the Company's net investment in 
real estate was $0 from $4,338,000 at December 31, 1997.

LOANS

     The three areas in which the Bank has directed virtually all of its 
lending activities are: (a) commercial loans; (b) real estate loans 
(including residential construction and mortgage loans); and (c) consumer 
loans. The Company's loans are primarily made within its defined market area 
of Fresno and Madera counties. The Bank also maintains a loan production 
office in Modesto, California.

     Commercial loans, including SBA and B&I loans, comprised approximately 
66.2% of the Bank's loan portfolio at September 30, 1998, compared to 58.3% 
at December 31, 1997 and 56.1% at September 30, 1997. These loans are 
generally made to small and mid-size businesses and professionals. Commercial 
loans are diversified as to industries and types of business with no material 
industry concentrations. Most of these loans have floating rates based upon 
underwriting analysis. The primary source of repayment on most commercial 
loans is cash flow from the primary business. Additional collateral in the 
form of real estate, cash, accounts receivable, inventory or other financial 
instruments is often obtained as a secondary source of repayment.

     Real estate construction lending comprised 14.5% of the Company's loan 
portfolio at September 30, 1998, compared to 23.2% of the Bank's loan 
portfolio at December 31, 1997, and 23.5% at September 30, 1997. These loans 
are primarily made for the construction of single family residential housing. 
Loans in this category may be made to the home buyer or to the developer. 
Construction loans are secured by deeds of trust on the primary property. The 
majority of construction loans have floating rates based upon underwriting 
analysis. A significant portion of the borrowers' ability to repay these 
loans is dependent upon the sale of the property which is affected by, among 
other factors, the residential real estate market. In this regard, the 
Company's potential risks include a general decline in the value of the 
underlying property, as well as, cost overruns or delays in the sale or 
completion of a property.

     Real estate mortgage loans comprised 12.6% of the loan portfolio at 
September 30, 1998, compared to 11.5% at December 31, 1997, and 12.9% of the 
loan portfolio at September 30, 1997. Real estate mortgage loans are made up 
of approximately 75% non-residential properties and 25% single-family, 
residential mortgages. The non-residential loans generally are "mini-perm" 
(medium-term) commercial real estate mortgages with maturities under seven 
years. The residential mortgages are secured by first trust deeds and have 
varying maturities. Both types of loans may have either fixed or floating 
rates, of which, the majority are floating. Risks associated with 
non-residential loans include the decline in value of commercial property 
values; economic conditions surrounding commercial real estate properties; 
and vacancy rates. The repayment


                                      22
<PAGE>

of single-family residential mortgage loans is generally dependent upon the 
income of the borrower from other sources, however, declines in the 
underlying property value may create risk in these loans.

     Consumer loans represented the remainder of the loan portfolio at 
September 30, 1998, comprising 6.7% of the loan portfolio compared to 7.0% of 
total loans at December 31, 1997 and 7.5% at September 30, 1997. This 
category includes traditional consumer loans, home equity lines of credit, 
and Visa card loans. Consumer loans are generally secured by third trust 
deeds on single-family residences or personal property, while Visa cards are 
unsecured.

RISK ELEMENTS

     The Company assesses and manages credit risk on an ongoing basis through 
stringent credit review and approval policies, extensive internal monitoring, 
and established formal lending policies. Additionally, the Bank contracts 
with an outside loan review consultant to periodically grade new loans and to 
review the existing loan portfolio. Management believes its ability to 
identify and assess risk and return characteristics of the Company's loan 
portfolio is critical for profitability and growth. Management strives to 
continue the historically low level of credit losses by continuing its 
emphasis on credit quality in the loan approval process, active credit 
administration, and regular monitoring. With this in mind, management has 
designed and implemented a comprehensive loan review and grading system that 
functions to continually assess the credit risk inherent in the loan 
portfolio. Additionally, management believes its ability to manage portfolio 
credit risk is enhanced by knowledge of the Bank's service area by the Bank's 
lending personnel and Board of Directors.

NONPERFORMING LOANS

     The Company's and the Bank's current policy is to cease accruing 
interest when a loan becomes 90-days past due as to principal or interest; 
when the full, timely collection of interest or principal becomes uncertain; 
or when a portion of the principal balance has been charged off, unless the 
loan is well secured and in the process of collection. When a loan is placed 
on nonaccrual status, the accrued and uncollected interest receivable is 
reversed and the loan is accounted for on the cash or cost recovery method 
thereafter, until qualifying for return to accrual status. Generally, a loan 
may be returned to accrual status when all delinquent interest and principal 
become current in accordance with the terms of the loan agreement or when the 
loan is both well secured and in process of collection.

     At September 30, 1998, nonperforming loans amounted to $1,456,000 or 
1.01% of total loans compared to $1,736,000 or 1.34% at December 31, 1997, 
and $2,013,000 or 1.68% at September 30, 1997. Other real estate owned was 
$684,000 at September 30, 1998, compared to $503,000 at December 31, 1997. 
Total nonperforming loans at September 30, 1998, compared to December 31, 
1997, declined by $280,000. Of the total nonperforming loans, $231,000 
represented loans RSC made to facilitate the sale of former partnership 
properties that have loan to value ratios higher than would normally be made 
by the Bank. These loans have dropped dramatically during 1998 and management 
expects they will be paid off prior to year end. Without the non-accrual 
loans made by RSC, the Bank's loan portfolio at September 30, 1998 had 
$1,225,000 in non-accrual loans or .85%, compared to $598,000 in non-accrual 
loans or 0.46% at December 31, 1997. Of the Bank's non-accrual loans 
(excluding RSC loans) at September 30, 1998, $900,000 represented the portion 
of SBA loans that are guaranteed by the SBA. Beginning in 1997, the SBA 
changed the requirements for origination of SBA loans which are subsequently 
sold in the secondary market. Under the new requirement, if a


                                      23
<PAGE>

borrower defaults on an SBA guaranteed loan, the originating bank is required 
to buy the guaranteed portion back and hold it in its portfolio until 
collection efforts are exhausted. This guaranteed portion is backed by the 
full faith and credit of the U.S. government and poses little risk of loss to 
the originating bank. An originating bank does incur loss of the use of the 
funds while awaiting payoff from the SBA or other loan collateral. Expense 
from the loss of use of the funds is expected to be minimal; however, due to 
this new requirement, it is expected that SBA non-accrual loan levels will be 
slightly higher.
 
The following table presents information concerning the nonperforming loans 
for the periods ending September 30, 1998 and December 31, 1997, respectively.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
(In thousands, except percentages)                                  September 30, 1998  December 31, 1997
----------------------------------------------------------------------------------------------------------
<S>                                                                 <C>                 <C>
Nonperforming Assets:
Nonaccrual RSC loans                                                          $    231           $  1,138
Nonaccrual bank loans                                                            1,225                598
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
Nonperforming loans                                                              1,456              1,736
Other real estate owned                                                            684                503
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
Total nonperforming assets                                                       2,140              2,239
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
Accruing loans 90 days past due                                                    102                 48
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
Total loans before allowance for credit losses                                $144,305           $129,635
Total assets                                                                   223,818            198,241
Allowance for possible credit losses                                            (2,689)            (2,219)
----------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------
Ratios:
Nonperforming loans to total loans                                               1.01%              1.34%
Nonperforming loans to total loans (excluding RSC loans)                          .85%               .46%
Nonperforming assets to:
Total loans                                                                      1.48%              1.73%
Total loans and OREO                                                             1.48%              1.72%
Total assets                                                                      .96%              1.13%
Allowance for possible credit losses to total nonperforming assets             125.69%             99.11%
Allowance for possible credit losses to loans                                    1.86%              1.71%
----------------------------------------------------------------------------------------------------------
</TABLE>

     At September 30, 1998 and December 31, 1997, the Company's recorded 
investments in loans for which an impairment had been recognized totaled 
$1,544,000 and $1,410,000, respectively. These amounts were evaluated for 
impairment using the fair value of collateral. At September 30, 1998, the 
related SFAS No. 114 allowance for credit losses considered impaired was 
$121,000. The Company uses the cash basis method of income recognition for 
impaired loans. For the nine months ended September 30, 1998 and 1997, the 
Company did not recognize any income on such loans.


                                      24
<PAGE>

ALLOWANCE FOR CREDIT LOSSES

     The allowance for credit losses reflects management's judgment as to the 
level which is considered adequate to absorb potential losses inherent in the 
loan portfolio. This allowance is increased by provisions charged to expense 
and reduced by loan charge-offs net of recoveries. Management determines an 
appropriate provision based on information currently available to analyze 
credit loss potential, including: (a) the loan portfolio growth in the 
period, (b) a comprehensive grading and review of new and existing loans 
outstanding, (c) actual previous charge-offs, and (d) changes in economic 
conditions.

     The allowance for credit losses totaled $2,689,000 or 1.86% of total 
loans at September 30, 1998, compared to $2,219,000 or 1.71% at December 31, 
1997. The increase in allowance for credit losses is the result of additional 
provisions for credit losses of $375,000 in the nine months ended September 
30, 1998, along with net recoveries of previously charged off loans of 
$219,000 less charge-offs of $124,000. Charge-offs as a percentage of average 
loans were .12% on an annualized basis through the first nine months of 1998. 
Of the Company's $144,300,000 in total loans, approximately $32,000,000 are 
guaranteed by the SBA or are guaranteed under the Department of 
Agriculture's' B&I program. If the guaranteed portion of these loans were 
subtracted from the Company's gross loan portfolio the allowance for credit 
losses to non-guaranteed loans was 2.41% at September 30, 1998. It is the 
policy of management to maintain the allowance for credit losses at a level 
adequate for known and future risks inherent in the loan portfolio. Based on 
information currently available to analyze credit loss potential, including 
economic factors, overall credit quality, historical delinquency and a 
history of actual charge-offs, management believes that the credit loss 
provision and allowance is adequate. However, no prediction of the ultimate 
level of loans charged-off in future years can be made with any certainty.

Following is a table presenting the activity within the Company's allowance 
for credit losses for the period between December 31, 1997 and September 30, 
1998.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------
(In thousands)
-----------------------------------------------------------------------
-----------------------------------------------------------------------
<S>                                                             <C>
BALANCE, DECEMBER 31, 1997                                      $2,219
-----------------------------------------------------------------------
-----------------------------------------------------------------------
Provision charged to expense                                       375
Loans charged-off                                                 (124)
Recoveries                                                         219
-----------------------------------------------------------------------
-----------------------------------------------------------------------
BALANCE, SEPTEMBER 30, 1998                                     $2,689
-----------------------------------------------------------------------
</TABLE>


                                      25
<PAGE>

INVESTMENTS IN REAL ESTATE

     The Company's investment in real estate consists of the Bank's 
investment of capital and retained earnings in RSC. RSC is a limited partner 
in two projects with a total of four model homes remaining for sale. During 
the nine months ended September 30, 1998, RSC reduced its net investment in 
real estate to $0, from $4,067,000 at December 31, 1997 and $8,636,000 at 
September 30, 1997.

The following table represents the condensed financial information relative 
to RSC for the periods ended September 30, 1998 and December 31, 1997, 
respectively.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
(In thousands)                                     September 30, 1998  December 31, 1997
-----------------------------------------------------------------------------------------
<S>                                                <C>                 <C>

Financial Position:
Investments in real estate
Real estate held-for-sale                                      $    -            $ 4,420
Equity in partnerships                                            450                702
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Investment in real estate before allowance                        450              5,122
Allowance for real estate losses                                 (450)            (1,055)
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Investment in real estate                                      $    -            $ 4,067
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Loans to real estate partnerships and projects                    545              1,768
Allowance for loan losses                                        (507)              (364)
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Net Loans                                                          38              1,404
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Other Assets                                                    1,956              2,524
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Liabilities                                                      (201)              (144)
-----------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------
Bank's investment in RSC                                       $1,793            $ 7,851
-----------------------------------------------------------------------------------------
</TABLE>

FUNDING SOURCES

     Deposits represent the Bank's principal source of funds for investment. 
Deposits are primarily core deposits in that they are demand, savings, and 
time deposits generated from local businesses and individuals. These sources 
are considered to be relatively more stable, long-term deposit relationships 
thereby enhancing steady growth of the deposit base without major 
fluctuations in overall deposit balances. In order to assist in meeting its 
funding needs, the Bank maintains federal funds lines with correspondent 
banks in addition to using its investment portfolio to raise funds through 
repurchase agreements. In addition, the Bank may, from time to time, obtain 
additional deposits through the use of brokered time deposits. As of 
September 30, 1998, the Bank held no brokered time deposits and had no 
borrowings from correspondent banks against its federal funds lines.

     The following table presents the composition of the deposit mix for the 
period ending September 30, 1998 and December 31, 1997, respectively.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
(In thousands)                                   September 30, 1998            December 31, 1997
---------------------------------------------------------------------------------------------------
                                                              Percent of                Percent of
                                                  Amount  Total Deposits    Amount  Total Deposits
--------------------------------------------------------------------------------------------------
<S>                                             <C>       <C>             <C>       <C>
Noninterest-bearing  transaction accounts       $ 43,580          21.9%   $ 46,744          26.5%
Now and MMI                                       49,974          25.2%     48,616          27.6%
Savings                                           55,680          28.0%     36,498          20.7%
Time under $100,000                               16,283           8.2%     15,778           9.0%
Time $100,000 and over                            33,208          16.7%     28,643          16.2%
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
Total Interest-bearing Deposits                  155,145          78.1%    129,535          73.5%
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------
Total Deposits                                  $198,725         100.0%   $176,279         100.0%
--------------------------------------------------------------------------------------------------
</TABLE>


                                      26
<PAGE>

LIQUIDITY

     Liquidity management refers to the Bank's ability to provide funds on an 
ongoing basis to meet fluctuations in deposit levels as well as the credit 
needs and requirements of its clients. Both assets and liabilities contribute 
to the Bank's liquidity position. Federal funds lines, short-term investments 
and securities, and loan repayments contribute to liquidity, along with 
deposit increases, while loan funding and deposit withdrawals decrease 
liquidity. The Bank assesses the likelihood of projected funding requirements 
by reviewing historical funding patterns, current and forecasted economic 
conditions and individual client funding needs. The Bank maintains a line of 
credit with a correspondent bank for up to $5,000,000 available on a 
short-term basis and has applied for membership to the Federal Home Loan Bank 
("FHLB") which will provide additional borrowing capacity in the future. 
Additionally, the Bank generally maintains a portfolio of SBA loans either 
available for sale or in its portfolio that could be sold should additional 
liquidity be required.

INTEREST RATE SENSITIVITY

     Interest rate sensitivity is a measure of the exposure to fluctuations 
in the Bank's future earnings caused by fluctuations in interest rates. 
Generally, if assets and liabilities do not reprice simultaneously and in 
equal volumes, the potential for such exposure exists. It is management's 
objective to maintain stability in the net interest margin in times of 
fluctuating interest rates by maintaining an appropriate mix of interest 
sensitive assets and liabilities. To achieve this goal, the Bank prices the 
majority of its interest-bearing liabilities at variable rates. At the same 
time, the majority of its interest-earning assets are also priced at variable 
rates, the majority of which float with the Prime Rate. This pricing 
structure tends to stabilize the net interest margin percentage earned by the 
Bank.

     The following table sets forth the interest rate sensitivity and 
repricing schedule of the Company's interest-earning assets and 
interest-bearing liabilities, the interest rate sensitivity gap, the 
cumulative interest rate sensitivity gap, and the cumulative interest rate 
sensitivity gap ratio.

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                                        After Three               After
(In thousands, except percentages)        Within         Months But        One Year But        After
As of September 30, 1998            Three Months   Within 12 Months   Within Five Years   Five Years       Total
----------------------------------------------------------------------------------------------------------------
<S>                                 <C>            <C>                <C>                 <C>           <C>
Interest Rate Sensitivity Gap:
Loans (1)                               $103,362            $18,658             $12,722     $  8,106    $142,848
Investment securities and other           13,963              8,400               6,338       20,458      49,159
Federal funds sold                        15,250                  -                   -            -      15,250
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
Total Earning Assets                    $132,575            $27,058             $19,060    $  28,564    $207,257
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
Interest-bearing transaction
  accounts                                50,891                  -                   -            -      50,891
Savings accounts                          55,680              2,907               1,646            -      60,233
Time deposits                             17,393             20,485               6,664            -      44,542
Federal funds purchased                        -                  -                   -            -           -
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
Total Interest-Bearing Liabilities      $123,964            $23,392             $ 8,310     $      -    $155,666
----------------------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------------------
Interest rate sensitivity gap              8,611              3,666              10,750       28,564
Cumulative gap                             8,611             12,277              23,027       51,591
Cumulative gap percentage to
  interest earning assets                  4.15%              5.92%              11.11%       24.89%
----------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Amounts exclude nonaccrual loans of $1,457,000.

     The above table indicates the time periods in which interest-earning 
assets and interest-bearing liabilities will mature or reprice in accordance 
with their contractual terms. The table does not necessarily indicate the


                                      27
<PAGE>

impact of general interest rate movements on the net interest margin since 
the repricing of various categories of assets and liabilities is subject to 
competitive pressures. Additionally, this table does not take into 
consideration changing balances in forward periods as a result of normal 
amortization, principle paydowns, changes in deposit mix or other such 
movements of funds as a result of changing interest rate environments.

CAPITAL RESOURCES

     The Board of Governors of the Federal Reserve System and the FDIC have 
adopted risk-based capital guidelines for evaluating the capital adequacy of 
bank holding companies and banks. The guidelines are designed to make capital 
requirements sensitive to differences in risk profiles among banking 
organizations, to take into account off-balance sheet exposures and to aid in 
making the definition of bank capital uniform internationally. Under the 
guidelines, the Company and the Bank are required to maintain capital equal 
to at least 8.0% of its assets and commitments to extend credit, weighted by 
risk, of which at least 4.0%, must consist primarily of common equity 
(including retained earnings) and the remainder may consist of subordinated 
debt, cumulative preferred stock, or a limited amount of loan loss reserves. 
Assets, commitments to extend credit and off-balance sheet items are 
categorized according to risk and certain assets considered to present less 
risk than other permit maintenance of capital at less than the 8% ratio.

     The guidelines establish two categories of qualifying capital: Tier 1 
capital comprising core capital elements and Tier 2 comprising supplementary 
capital requirements. At least one-half of the required capital must be 
maintained in the form of Tier 1 capital. Tier 1 capital includes common 
shareholder's equity and qualifying perpetual preferred stock less intangible 
assets and certain other adjustments. However, no more than 25% of the 
Company's total Tier 1 capital may consist of perpetual preferred stock. The 
definition of Tier 1 capital for the Bank is the same, except that perpetual 
preferred stock may be included only if it is noncumulative. Tier 2 capital 
includes, among other items, limited life (and in the case of banks, 
cumulative) preferred stock, mandatory convertible securities, subordinated 
debt and a limited amount of reserves for credit losses. Effective October 1, 
1998 the Board of Governors and other federal bank regulatory agencies 
approved including Tier 2 capital up to 45% of the pretax net unrealized 
gains on certain available-for-sale equity securities having readily 
determinable fair values (i.e. the excess, if any, of fair market value over 
the book value or historical cost of the investment security). The federal 
regulatory agencies reserve the right to exclude all or a portion of the 
unrealized gains upon a determination that the equity securities are not 
prudently valued. Unrealized gains and losses on other types of assets, such 
as bank premises and available-for-sale debt securities, are not included in 
Tier 2 capital, but may be taken into account in the evaluation of overall 
capital adequacy and net unrealized losses on available-for-sale equity 
securities will continue to be deducted from Tier 1 capital as a cushion 
against risk.

     The Board of Governors and other federal agencies have adopted a revised 
minimum leverage ratio for bank holding companies as a supplement to the 
risk-weighted capital guidelines. The old rule established a 3% minimum 
leverage standard for well-run banking organizations (bank holding companies 
and banks) with diversified risk profiles. Banking organizations which did 
not exhibit such characteristics or had greater risk due to significant 
growth, among other factors, were required to maintain a minimum leverage 
ratio 1% to 2% higher. The old rule did not take into account the 
implementation of the market risk capital measure set forth in the federal 
regulatory agency capital adequacy guidelines. The revised leverage ratio 
establishes a minimum Tier 1 ratio of 3% (Tier 1 capital to total assets) for 
the highest rated bank holding companies or those that have implemented the 
risk-based capital market risk measure. All other bank holding companies must 
maintain a


                                      28
<PAGE>

minimum Tier 1 leverage ratio of 4% higher leverage capital ratios required 
for bank holding companies that have significant financial and/or operational 
weaknesses, a high risk profile, or are undergoing or anticipating rapid 
growth. The old rule remains in effect for banks, however, the federal 
regulatory agencies are currently continuing work on a revised leverage rule 
for banks.

     On December 19, 1991, the President signed the Federal Deposit Insurance 
Corporation Improvement Act of 1991 ("FDICIA"). The FDICIA, among other 
matters, substantially revised banking regulations and established a 
framework for determination of capital adequacy of financial institutions. 
Under the FDICIA, financial institutions are placed into one of five capital 
adequacy categories as follows: (1) "Well capitalized" - consisting of 
institutions with a total risk-based capital ratio of 10% or greater, a Tier 
1 risk-based capital ratio of 6% or greater, and a leverage ratio of 5% or 
greater, and the institution is not subject to an order, written agreement, 
capital directive or prompt corrective action directive; (2) "Adequately 
capitalized" - consisting of institutions with a total risk-based capital 
ratio of 8% or greater, a Tier 1 risk-based capital ratio of 4% or greater 
and a leverage ratio of 4% or greater, and the institution does not meet the 
definition of a "well capitalized" institution; (3) "Undercapitalized" - 
consisting of institutions with a total risk-based capital ratio less than 
8%, a Tier 1 risk-based capital ratio of less than 4%, or a leverage ratio of 
less than 4%; (4) "Significantly undercapitalized" - consisting of 
institutions with a total risk-based capital ratio of less than 6%, a Tier 1 
risk-based capital ratio of less than 3%, or a leverage ratio of less than 
3%; (5) "Critically undercapitalized" - consisting of an institution with a 
ratio of tangible equity to total assets that is equal to or less than 2%.

     Financial institutions classified as undercapitalized or below are 
subject to various limitations including, among other matters, certain 
supervisory actions by bank regulatory authorities and restrictions related 
to (a) growth of assets, (b) payment of interest on subordinated 
indebtedness, (c) payment of dividends or other capital distributions, and 
(d) payment of management fees to a parent holding company. The FDICIA 
requires the bank regulatory authorities to initiate corrective action 
regarding financial institutions which fail to meet minimum capital 
requirements. Such action may be taken in order to, among other matters, 
augment capital and reduce total assets. Critically undercapitalized 
financial institutions may also be subject to appointment of a receiver or 
conservator unless the financial institution submits an adequate 
capitalization plan.

     As a condition of the administrative orders issued by the FDIC and CDFI 
in 1997, the Company and Bank's Board of Directors, agreed that the Bank 
would maintain Tier 1 capital equal to the greater of $14,000,000 or the 
equivalent of a Tier 1 capital to average assets ratio of at least 7.0%. With 
the termination of the orders in September 1998, these additional capital 
conditions were removed.


                                      29
<PAGE>

     The Company and Bank's actual capital amounts (in thousands) and ratios, 
as of September 30, 1998, are also presented in the following table:

<TABLE>
<CAPTION>                                                                                      To Be Well
                                                                                            Capitalized Under
                                                                    For Capital             Prompt Corrective
                                                  Actual          Adequacy Purposes         Action Provisions
----------------------------------------------------------------------------------------------------------------
As of September 30, 1998                    Amount     Ratio      Amount       Ratio       Amount        Ratio
----------------------------------------------------------------------------------------------------------------
<S>                                         <C>        <C>       <C>          <C>         <C>           <C>
Total Capital (to Risk Weighted
Assets:)
  Company                                   $21,090    15.67%    >=$10,766    >=8.00%               N/A
  Regency Bank                              $18,235    13.55%    >=$10,769    >=8.00%     >=$13,462     >=10.00%

Tier 1 Capital (to Risk Weighted Assets):
  Company                                   $19,395    14.41%    >=$ 5,383    >=4.00%               N/A
  Regency Bank                              $16,540    12.29%    >=$ 5,385    >=4.00%     >=$ 8,077     >= 6.00%

Tier 1 Capital (to Average Assets):
  Company                                   $19,395     9.21%    >=$ 8,424    >=4.00%               N/A
  Regency Bank                              $16,540     7.87%    >=$ 8,410    >=4.00%     >=$10,512     >= 5.00%
----------------------------------------------------------------------------------------------------------------
</TABLE>

SELECTED RATIOS 

     The following table sets forth the ratios of net income to average 
assets and average shareholders' equity, and average shareholders' equity to 
average assets. Also indicated is the Company's dividend payout ratio. (For 
purposes of calculating average shareholders' equity as used in these ratios, 
unrealized losses on the Company's available-for-sale securities portfolio 
have been included and the percentages shown have been annualized).

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
                                                For the Three Months       For the Nine Months
                                                 Ended September 30,       Ended September 30,
-----------------------------------------------------------------------------------------------
                                                  1998        1997          1998          1997
-----------------------------------------------------------------------------------------------
<S>                                             <C>          <C>          <C>           <C>
Return on average assets                         2.02%        .63%         1.49%         (1.17%)
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
Return on average shareholders' equity          20.87%       9.58%        15.08%        (16.04%)
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
Average shareholders' equity to average assets   9.67%       6.62%         9.87%          7.28%
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
Dividend payout ratio                                -           -           -               -
-----------------------------------------------------------------------------------------------
</TABLE>

YEAR 2000 READINESS DISCLOSURE

     The inability of most computers, software, and other equipment utilizing 
microprocessors to distinguish the year 1900 from the year 2000 poses 
substantial risks to all financial institutions including the Company. The 
year 2000 problem is pervasive and complex. Virtually every financial 
institution, service provider, and vendor will have its computing operations 
affected in some way by the rollover of the two-digit year value to 00 if 
action is not taken to fix the problem before the year 2000 arrives.

     The Company is currently engaged in a five-phase management program that 
includes awareness, assessment, renovation, validation, and implementation. 
The Company has identified all major applications and systems that may 
require modification to ensure "Year 2000 Compliance." As a part of this 
process the Company has segregated its various systems and classified them 
either as mission critical or non-mission critical. The scope of the project 
covers all computer systems including PC and network hardware and software, 
and mainframe and mainframe software. It also covers all equipment and other 
systems utilized in


                                      30
<PAGE>

bank operations or in the premises from which the Company operates. The first 
priority is to make sure all mission critical systems are Y2K ready and that 
adequate testing and contingency plans are in place.

     The Company utilizes both internal and external resources to implement 
its year 2000 project and expects to complete the majority of its efforts by 
the end of 1998, leaving adequate time to assess and correct any significant 
issues that may materialize. Purchased hardware and software will be 
capitalized in accordance with normal policy. Personnel and all other costs 
related to the project are being expensed as incurred. Through September 30, 
1998. The Company has incurred approximately $50,000 in expense related to 
its Y2K efforts and expects to expend approximately $50,000 in additional 
expense to complete the project. These expenses have been primarily for 
consulting services. The majority of costs associated with new software or 
upgraded hardware would have been incurred in the normal course of operations 
regardless of the year 2000 issue.

     During the quarter ended September 30, 1998, the Company continued to 
certify various systems as year 2000 ready. Testing of most mission critical 
systems has either been completed or is substantially complete including the 
Bank's main customer and accounting software the "Fiserv CBS System". The 
Fiserv software has been thoroughly tested by Fiserv and has been certified 
by Fiserv as Y2K ready. The Company has completed additional testing of all 
components of the software through April 2000 and has detected no Y2K 
problems. The Company anticipates completion of testing and the installation 
of upgraded software for several ancillary PC based systems by year-end 1998. 
Most of these ancillary PC based systems are related to new account or loan 
production and could be performed manually using existing forms in a worst 
case scenario.

     In addition to internal systems, the Company has communicated with its 
large borrowers, corporate customers, and major vendors upon which it relies 
to determine the extent to which the Company is vulnerable to those third 
parties if they fail to resolve their Year 2000 issues. Borrowers or large 
deposit customers have been categorized based upon risk and are monitored on 
a regular basis. If a borrowing customer is determined to have significant 
Y2K exposure that may impair the quality or collectability of its loan, 
reserves for potential losses resulting from such Y2K exposures are 
established accordingly.

     Despite the Company's best efforts, there can be no guarantee that the 
systems of other companies on which the Company's systems rely will be 
converted on time, or that a failure to convert by another company, or a 
conversion that is incompatible with the Company's systems, would not have a 
materially adverse effect on the Company. For these reasons the Company has 
developed and will continue to refine contingency plans for all mission 
critical systems. While the Company fully expects its main customer and 
accounting systems to be Y2K ready, external problems such as a major 
electrical or telecommunications failure could result in a disruption of 
business for the Company and its customers as part of its contingency plans. 
The Company has established backup facilities in other geographic regions as 
well as various levels of electronic and manual processes and procedures to 
continue operation in the event of Y2K problems. Based upon the relative 
small size and low volume of transactions processed by the Company, complete 
manual operation is, while a last resort, a realistic option that is 
available to the Company.


                                      31
<PAGE>

PART II  OTHER INFORMATION


       ITEM 1.           LEGAL PROCEEDINGS
                         None

       ITEM 2.           CHANGES IN SECURITIES
                         None

       ITEM 3.           DEFAULTS UPON SENIOR SECURITIES
                         None

       ITEM 4.           SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS
                         None

       ITEM 5.           OTHER INFORMATION
                         None

       ITEM 6.           EXHIBITS AND REPORTS ON FORM 8-K

                         (a)      Exhibits

                         (3.1)    Articles of Incorporation dated June 9,
                                  1994, incorporated by reference from exhibit
                                  3.1 of registrant's Annual Report on Form
                                  10-K for the year ended December 31, 1994,
                                  filed with the Commission on February 27,
                                  1995.

                         (3.2)    Bylaws, as amended, incorporated by
                                  reference from exhibit 3.2 of registrant's
                                  Annual Report on Form 10-K for the year
                                  ended December 31, 1994, filed with the
                                  Commission on February 27, 1995.

                         (4.1)    Specimen form of Regency Bancorp stock
                                  certificate incorporated by reference from
                                  exhibit 4.1 of registrant's Annual Report on
                                  Form 10-K for the year ended December 31,
                                  1994, filed with the Commission on February
                                  27, 1995.

                         *(10.1)  401(k) Pension and Profit Sharing Plan,
                                  incorporated by reference from exhibit 10.3
                                  of registration statement number 33-82150 on
                                  Form S-4, filed with the Commission on July
                                  27, 1994.

                         *(10.2)  Employee Stock Ownership Plan, incorporated
                                  by reference from exhibit 10.4 of
                                  registration statement number 33-82150 on
                                  Form S-4, filed with the Commission on July
                                  27, 1994.

                         *(10.3)  Directors Deferred Fee Plan, incorporated by
                                  reference from exhibit 10.5 of registration
                                  statement number 33-82150 on Form S-4, filed
                                  with the Commission on July 27, 1994.


                                      32
<PAGE>

                         *(10.4)  Form of Directors Deferred Fees Agreement
                                  for Regency Bank, incorporated by reference
                                  from exhibit 10.6 of registration statement
                                  number 33-82150 on Form S-4, filed with the
                                  Commission on July 27, 1994.

                         *(10.11) Form of Indemnification Agreement,
                                  incorporated by reference from exhibit 10.3
                                  of registrant's Quarterly Report on Form
                                  10-Q for the quarter ended June 30, 1996,
                                  filed with the Commission on August 2, 1996.

                         *(10.13) Employment Agreement made and entered into
                                  as of August 22, 1996 between Regency Bank,
                                  a California Corporation, and Steven F.
                                  Hertel, President/Chief Executive Officer,
                                  incorporated by reference from exhibit 10.2
                                  of registrant's Quarterly Report on Form
                                  10-Q/A-1 for the quarter ended September 30,
                                  1996, filed with the Commission on November
                                  16, 1996.

                         *(10.14) Employment Agreement made and entered into
                                  as of August 22, 1996 between Regency Bank,
                                  a California Corporation, and Steven R.
                                  Canfield, Executive Vice President/Chief
                                  Financial Officer incorporated by reference
                                  from exhibit 10.3 of registrant's Quarterly
                                  Report on Form 10-Q/A- 1 for the quarter
                                  ended September 30, 1996, filed with the
                                  Commission on November 16, 1996.

                         *(10.15) Employment Agreement made and entered into
                                  as of August 22, 1996 between Regency Bank,
                                  a California Corporation, and Robert J.
                                  Longatti, Executive Vice President/Chief
                                  Credit Officer incorporated by reference
                                  from exhibit 10.4 of registrant's Quarterly
                                  Report on Form 10-Q/A-1 for the quarter
                                  ended September 30, 1996, filed with the
                                  Commission on November 16, 1996.

                         *(10.16) Employment Agreement made and entered into
                                  as of August 22, 1996 between Regency Bank,
                                  a California Corporation, and Regency
                                  Investment Advisors Incorporated, a
                                  California Corporation, and Alan R. Graas,
                                  President,incorporated by reference from
                                  exhibit 10.5 of registrant's Quarterly
                                  Report on Form 10-Q/A-1 for the quarter
                                  ended September 30, 1996, filed with the
                                  Commission on November 16, 1996.

                         *(10.17) Regency Bancorp 1990 Stock Option Plan, as
                                  amended, and Form of Nonstatatory Stock
                                  Option Agreement, Form of Incentive Stock
                                  Option Agreement and Form of Nonstatutory
                                  Stock Option Agreement for Outside
                                  Directors, under the Regency Bancorp 1990
                                  Stock Option Plan, as amended, incorporated
                                  by reference on registration statement
                                  number 33-3848 on Form S-8, filed with the
                                  Commission on April 19, 1996.

                         *(10.18) Incentive Stock Option Agreement entered
                                  into with Steven F. Hertel, dated December
                                  16, 1996 incorporated by reference from
                                  exhibit 10.29 of registrant's Annual Report
                                  on Form 10-K for the year ended December 31,
                                  1996, filed with the Commission on March 31,
                                  1997.


                                      33
<PAGE>

                         *(10.19) Incentive Stock Option Agreement entered
                                  into with Steven R. Canfield, dated December
                                  16, 1996 incorporated by reference from
                                  exhibit 10.30 of registrant's Annual Report
                                  on Form 10-K for the year ended December 31,
                                  1996, filed with the Commission on March 31,
                                  1997.

                         *(10.20) Incentive Stock Option Agreement entered
                                  into with Robert J. Longatti, dated December
                                  16, 1996 incorporated by reference from
                                  exhibit 10.31 of registrant's Annual Report
                                  on Form 10-K for the year ended December 31,
                                  1996, filed with the Commission on March 31,
                                  1997.

                         *(10.21) Form of Director Deferred Fees Agreement for
                                  Regency Bancorp incorporated by reference
                                  from exhibit 10.32 of registrant's Annual
                                  Report on Form 10-K for the year ended
                                  December 31, 1996, filed with the Commission
                                  on March 31, 1997.

                         *(10.22) Form of Director Deferred Fees Agreement for
                                  Regency Service Corporation incorporated by
                                  reference from exhibit 10.33 of registrant's
                                  Annual Report on Form 10-K for the year
                                  ended December 31, 1996, filed with the
                                  Commission on March 31,1997.

                         *(10.24) Amended and Restated Executive Salary
                                  Continuation Agreement dated September 23,
                                  1997, made by and between Regency Bank and
                                  Steven F. Hertel, incorporated by reference
                                  from exhibit 99.1 of registrant's current
                                  report on Form 8-K, filed with the
                                  Commission on October 9, 1997.

                         *(10.25) Amended and Restated Executive Salary
                                  Continuation Agreement dated September 26,
                                  1997, made by and between Regency Bank and
                                  Robert J. Longatti, incorporated by
                                  reference from exhibit 99.2 of the Form 8-K,
                                  filed with the Commission on October 9,
                                  1997.

                         *(10.26) Amended and Restated Executive Salary
                                  Continuation Agreement dated September 30,
                                  1997, made by and between Regency Bank and
                                  Steven R. Canfield, incorporated by
                                  reference from exhibit 99.3 of the Form 8-K,
                                  filed with the Commission on October 9,
                                  1997.

                         (27.1)   Financial Data Schedule

* Denotes management contracts, compensatory plans or arrangements


                                      34
<PAGE>

                         (b)      Reports on Form 8-K

                                  The Company filed a Form 8-K dated July 9,
                                  1998, in which it reported its record
                                  mid-year earnings, which stated earnings of
                                  $1.15 million or $0.44 per share in the
                                  first six months of 1998.

                                  The Company filed a Form 8-K dated July 27,
                                  1998, in which it reported that the Federal
                                  Reserve Bank of San Francisco approved the
                                  application of Regency Bank to become a
                                  member of the Federal Reserve Bank of San
                                  Francisco. Additionally, the registrant
                                  reported that it engaged Belle Plaine
                                  Financial LLC to act as exclusive financial
                                  advisor to Regency Bancorp and its various
                                  entities in connection with its efforts to
                                  acquire, invest in, or sell depository
                                  institutions and/or other businesses.

                                  The Company filed a Form 8-K dated August 1,
                                  1998, in which it reported a change in the
                                  registrant's certifying accountant. The
                                  registrant's board of directors approved the
                                  dismissal of Deloitte & Touche LLP as the
                                  registrant's independent accountant
                                  effective August 1, 1998. Additionally, the
                                  registrant reported that it has engaged KPMG
                                  Peat Marwick LLP as principal accountant to
                                  audit the registrant's financial statements
                                  effective August 1, 1998.

                                  The Company filed a Form 8-K dated September
                                  23, 1998, in which it announced its
                                  intention to repurchase stock and the
                                  completion of real estate investment
                                  divestiture.


                                      35
<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.


                                 REGENCY BANCORP



Date:        11/2/98                  By: /s/ Steven F. Hertel
     ---------------------------         ----------------------------
                                      Steven F. Hertel
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)



Date:        11/2/98                  By: /s/ Steven R. Canfield
     ---------------------------         ----------------------------
                                      Steven R. Canfield
                                      Executive Vice President and
                                      Chief Financial Officer (Principal
                                      Financial and Accounting Officer)


                                      36
<PAGE>

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit                                      Sequential
Number    Description                       Page Number

<S>       <C>                               <C>
  27.1    Financial Data Schedule               38
</TABLE>


                                      37