SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C. 20549


                            FORM 8-K

                         CURRENT REPORT




      Pursuant to Section 13 or 15(d) of the Securities  Exchange
      Act of 1934

Date of Report   MARCH 27, 1995


                           C U BANCORP
      (Exact name of registrant as specific in its charter)


CALIFORNIA                    0-11008       95-3657044
(State or other jurisdiction  (Commission  (IRS Employer 
  of incorporation)            File Number) Identification No.)


16030 VENTURA BOULEVARD, ENCINO, CALIFORNIA 91436
(Address of principal executive office)                (Zip Code)


Registrant's telephone number, including area code   (818) 907-9122




  (Former name of former address, if changed since last report)

 1
Item 5: Other


                    CU Bancorp, the holding company of California
United  Bank,  N.A.,  announced that it has signed  a  definitive
agreement to acquire Santa Ana-based Corporated Bank in  a  stock
transaction.  It is expected that the purchase price  at  closing
will  be approximately equal to the book value of Corporate Bank.
Completion  of the transaction, anticipated in the third  quarter
of  this  year, is subject to Corporate Bank shareholder approval
and regulatory approvals.



Item 7: Financial Statements and Exhibits
(c) Exhibit 10- Agreement and Plan of Reorganization PAGE 3 
                           SIGNATURES


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


                              C U BANCORP


                                   /Patrick Hartman/
                              BY
                                    PATRICK HARTMAN, CFO


                           


                                
                                
Exhibit 10                 AGREEMENT
                                
                               AND
                                
                     PLAN OF REORGANIZATION
                                
                          By and Among
                                
                           CU BANCORP;
                                
          California United Bank, National Association;
                                
                               and
                                
                         Corporate Bank
                                
                         MARCH 27, 1995

              AGREEMENT AND PLAN OF REORGANIZATION


       This Agreement and Plan of Reorganization ("Agreement") is
made  and  entered into as of ____________, 1995 by and among  CU
Bancorp, a California corporation ("Bancorp"); California  United
Bank, National Association, a national  banking association and a
wholly-owned subsidiary of Bancorp ("CUB"); and Corporate Bank  ,
a California state chartered bank ("CorpBank").

                         R E C I T A L S

       This Agreement provides for the acquisition of CorpBank by
Bancorp by means of a merger ("Merger") of CorpBank with and into
CUB,  all in accordance with the terms of this Agreement  and  an
agreement  of  merger to be entered into by  and  among  Bancorp,
CorpBank  and CUB substantially in the form of Exhibit  A  hereto
("Agreement of Merger").

       In  consideration of the mutual covenants, agreements  and
representations  contained herein, the parties  hereto  agree  as
follows:

   THE MERGER AND RELATED MATTERS

       The Merger.     The Merger shall become effective upon the
filing  of  the  Agreement  of Merger  with  the  Office  of  the
Comptroller of the Currency ("OCC") and the Secretary of State of
the State of California, in accordance with the provisions of the
National  Banking Act, the California Corporations Code  and  the
California Financial Code.  The date and time of the filing  with
the  OCC  is  referred to herein as the "Effective  Time  of  the
Merger."   At  the  Effective Time of the  Merger  the  following
transactions will be deemed to have occurred simultaneously:

           Merger of CorpBank Into CUB. CorpBank shall be  merged
with  and  into  CUB,  and  the separate corporate  existence  of
CorpBank shall cease.  CUB as the entity  surviving the Merger is
sometimes referred to herein as the "Surviving Association."

            Purchase  Price  /  Conversion  of  Shares.   At  the
Effective Time of the Merger:

             Purchase Price.  The Purchase Price shall  be  Seven
Million  Eight  Hundred  Thousand  Dollars  ($7,800,000)   plus
CorpBank's Net Income [Loss] (after taxes) for the period  from
the  execution  of  this Agreement ("Execution  Date")  to  the
Calculation  Date  (as  defined below).   Such  Purchase  Price
shall be subject to adjustment as set forth below.

  
            The Purchase Price shall be adjusted as set forth  in
Section 1.1 (b)(v) below.

Subject to Sections  1.2, 1.4 and clause (ii) 
 3
of this Section 1.1(b), outstanding shares of CorpBank Stock
(as defined in Section 3.2) will be converted into the right
to receive  a number of shares of outstanding shares of
Bancorp common stock, without par value ("Bancorp Stock"),
equal to the "Conversion Ratio."  The Conversion Ratio  shall
be a fraction of which the numerator shall be the Purchase
Price Per Share and the denominator ("Denominator") shall be
$7.3125 ("Bancorp Stock Value") .

             Purchase  Price  Per Share shall be  a  fraction  of
which  the numerator  is the Purchase Price and the Denominator
is  the  number  of  outstanding  shares  of  CorpBank  on  the
Calculation Date on a fully diluted basis.

            Adjustments to Purchase Price.   Net Income [Loss]
shall  reflect  the  following  items  (calculated  as  of  the
Calculation Date):

                 additional allocation to loan loss reserve,
if required,  determined by application of the CUB loan loss
reserve methodology and risk grading system (as set forth in
its   commercial  loan  policy  manual)  to   CorpBank   and
application  of  migration analysis to CorpBank  loans  made
subsequent to Execution Date ;

                   adjustments   to  bring  accounting   and
financial  statements into compliance with GAAP (as  defined
in  Section  3.5  herein)  and RAP  ("regulatory  accounting
principles")  for events (periods) subsequent  to  Execution
Date;
mark to market of  securities portfolio;

the   necessary   tax   effect   of   all adjustments.

allocation to loan loss reserve of not less
than  the amounts set forth in CorpBank's budget dated March
2, 1995 (attached hereto as Schedule  1.1 (b)(v)(E) and such
additional amounts which are necessary to maintain the  loan
loss reserve at an appropriate level at all times.

     
                  appropriate  reserves and/or accruals  for
contingencies  and costs/expenses (including all  costs  and
expenses  related  to  the transactions contemplated  herein
calculated through the Closing);

                     appropriate   reserves   for   potential
penalties  to  the  Internal  Revenue  Service  related   to
employee W-4's and related matters.

              The Calculation Date  shall be the last day of the
  month preceding the Closing Date or such other date as 
   4
  may be mutually agreed upon, but which shall not be more than
  ten days after the end of any calendar month.   The
  Calculation Date shall not be more than ten (10) days prior to
  the Closing Date, except pursuant to the mutual agreement of
  the parties hereto.

             Dispute  Resolution.  In the event that the  parties
are  unable  to  agree on CorpBank's Net Income  [Loss]  for  the
period  from  the  Execution Date to the Calculation  Date,  then
Bancorp  and  CorpBank   shall each prepare  and  in  good  faith
execute and deliver to the other a certificate setting forth  its
calculation  and  noting, to the extent possible,  the  items  of
dispute  (the  "Disputed  Matters").  Notwithstanding  any  other
provisions  herein  to the contrary, the Closing  Date  shall  be
postponed to the seventh day next following the Closing specified
herein  in  Paragraph 2 , subject to the terms and conditions  of
this    Agreement.   Immediately  thereafter,  and  during   such
postponement, KMPG Peat, Marwick ("Independent Accountants")  or,
if  they should decline to act, such other accounting firm as may
be  agreed  upon  between Bancorp and CorpBank,  shall  determine
("Independent  Determination") in accordance with  provisions  of
this  Agreement  and  GAAP,  the  appropriate  treatment  of  the
Disputed  Matters.   Bancorp and CorpBank shall  provide  to  the
Independent  Accountant access to the books, records and  affairs
of  each  party  in the same manner as specified in  Section  5.1
hereof,  in  connection with the Independent Determination.   The
Independent  Accountants shall,  on the day  next  preceding  the
Closing,  as postponed above, deliver to Bancorp and  CorpBank  a
report stating the Independent Accountant's determination of  the
Disputed  Matters  and  of  CorpBank  Net  Income  [Loss].    The
Independent Determination shall be final, binding and  conclusive
on  Bancorp and CorpBank.  The party whose determination  of  the
Disputed  Matters is not determined by the Independent Accountant
to be in compliance with this Agreement and such other factors as
may  be  applicable (or, if no party's determination prevails  in
total,    whose  determination  is  closest  to  the  Independent
Determination),  will bear the entire costs and expenses  of  the
Independent  Accountant relating to the Independent Determination
and  their  services  performed  in  connection  therewith.    If
CorpBank  is  the party which is responsible for  the  costs  and
expenses as provided herein,  CorpBank's Net Income [Loss]  shall
be  amended to reflect  such costs and expenses as if  they  were
incurred prior to the Calculation Date.


            Exception  for  Shares Held by Bancorp  or  CorpBank.
Each  share  of  CorpBank Stock which immediately  prior  to  the
Effective  Time of the Merger is owned by CorpBank or Bancorp  or
their  wholly-owned subsidiaries (other than  shares  held  in  a
fiduciary  capacity) shall, at the Effective Time of the  Merger,
be cancelled and retired and cease to
exist, without the payment of any consideration therefor or any
conversion thereof into Bancorp Stock.  For purposes of this
Agreement, a Bank shall be deemed wholly-owned by CorpBank or
Bancorp if all of such Bank's stock is owned directly by CorpBank
or Bancorp (as applicable) or indirectly through one or more
 5
other wholly-owned subsidiaries.

            Effect on CorpBank Stock Options.  In accordance with
Section 5.12 and prior to the Closing Date (as defined in Section
2.1),  CorpBank shall make arrangements satisfactory  to  Bancorp
and  CUB   for  the  exercise, surrender or cancellation  of  all
outstanding options to purchase CorpBank Stock, such cancellation
to  become  effective at the Effective Time of the  Merger.   Any
exercise  of  options must take place prior  to  the  Calculation
Date.

            Effect  on CorpBank Fixed Rate, Non-Convertible  8.5%
Subordinated Capital Notes Maturing June 30, 1997.  In accordance
with  the provisions of the  capital notes (the "Capital Notes"),
CUB will assume the Capital Notes.

       No  Fractional  Shares.  No fractional shares  of  Bancorp
Stock shall be issued.  Bancorp will pay or cause to be paid cash
in  lieu  of  fractional  shares of  Bancorp  Stock  which  would
otherwise be issuable pursuant to Section 1.1.

      Exchange of Certificates.

             Each   holder   of  a  certificate  or  certificates
representing  shares  of  CorpBank Stock issued  and  outstanding
immediately  prior  to the Effective Time  of  the  Merger  shall
surrender  such  certificate or certificates,  duly  endorsed  as
Bancorp  may require, to the exchange agent selected  by  Bancorp
for  such  purpose  ("Exchange  Agent"),  and  shall  receive  in
exchange  therefor (i) a certificate or certificates representing
the  number  of  whole  shares of Bancorp Stock  into  which  the
CorpBank  Stock  theretofore represented by  the  certificate  or
certificates  so  surrendered  shall  have  been  converted   and
exchanged as aforesaid and; (ii) a check representing any cash to
be paid to holders of CorpBank Stock pursuant to Section 1.2.  No
holder  of any certificate which prior to the Effective  Time  of
the  Merger represented shares of CorpBank Stock shall  have  any
rights  as  a  holder of Bancorp Stock until such certificate  is
surrendered  for exchange as provided herein.  The  holder  of  a
certificate or certificates representing shares of CorpBank Stock
issued and outstanding immediately prior to the Effective Time of
the Merger shall have no rights with respect to such shares other
than  to  surrender such certificate or certificates pursuant  to
this  Section 1.3 or to perfect the right of appraisal which such
holder  may  have  pursuant  to Section  1300  et.  seq.  of  the
California  Corporations  Code ("Section  1300")  and  12  U.S.C.
Section 215a ("Section 215a").

           Unless and until any such outstanding certificate
representing shares of CorpBank Stock shall be so surrendered, no
dividend or other distribution payable to the holders of record
of Bancorp Stock as of any time subsequent to the Effective Time
of the Merger shall be paid to the holder of any such outstanding
certificate, but upon such surrender of any such outstanding
certificate there shall be paid to the first record holder of the
certificate or certificates for CorpBank 
 6
Stock issued in
exchange therefor the amount of dividends or other distributions
which theretofore became payable with respect to the number of
shares of Bancorp Stock represented by the certificate or
certificates so issued in exchange.
 7

            After the Effective Time of the Merger, Bancorp  will
(i)   promptly   deliver  to  the  Exchange  Agent  certificates,
registered  in the name of the Exchange Agent in its capacity  as
exchange  agent,  representing the Bancorp Stock  and  cause  the
Exchange   Agent  to  distribute  shares  of  Bancorp  Stock   in
accordance  with paragraph (a) of this Section 1.3, (ii)  provide
to  the  Exchange Agent on a timely basis funds necessary to  pay
any cash payable in lieu of fractional shares of Bancorp Stock as
provided  in  Section  1.2   and  cause  the  Exchange  Agent  to
distribute  such funds in accordance with paragraph (a)  of  this
Section  1.3  and  (iii) cause the Exchange Agent  to  distribute
funds  on  account  of  dividends  and  other  distributions   in
accordance  with paragraph (b) of this Section 1.3.  Bancorp  and
the  Exchange  Agent shall agree that the Exchange  Agent  shall,
with  respect  to any matter on which the holders  of  record  of
Bancorp  Stock determined as of a record date after  the  day  on
which the Effective Time of the Merger occurred shall be entitled
to  vote or consent, (A) request instructions from the holders of
record  immediately prior to the Effective Time of the Merger  of
certificates which immediately prior to the Effective Time of the
Merger  represented shares of CorpBank Stock and which  have  not
yet  been  surrendered  to the Exchange  Agent  in  exchange  for
Bancorp  Stock  as  to  how or whether to vote  or  consent  with
respect to the shares of Bancorp Stock to which such holders  are
entitled  and which are then held by the Exchange Agent  and  (B)
vote or express consent in writing with respect to any shares  of
Bancorp  Stock  held by it from time to time  hereunder  only  in
accordance  with  such instructions.  Bancorp  and  the  Exchange
Agent  shall further agree that the Exchange Agent shall  receive
and  hold all dividends and other distributions paid with respect
to such shares for the account of the persons entitled thereto.

        Dissenting  Shares.   Notwithstanding  anything  to   the
contrary  contained in this Agreement, shares of  CorpBank  Stock
which  are  issued  and  outstanding  immediately  prior  to  the
Effective  Time of the Merger and which are held by  shareholders
who  have not voted such shares in favor of adoption and approval
of  this  Agreement and the Agreement to Merge and have  properly
exercised their dissenters' rights under Section 1300 and Section
215a  ("Dissenting  Shares") shall not be converted  into  or  be
exchangeable for the right to receive shares of Bancorp Stock  or
cash  in  lieu of fractional shares provided for in  Section  1.2
herein,  but  shall be entitled to receive such consideration  as
shall  be determined pursuant to Section 1300 and 215a; provided,
however,  that if any holder of such shares shall have failed  to
perfect  or shall have effectively withdrawn or lost the holder's
right to dissent and receive payment under Section 1300 and 215a,
such  holder's  shares shall thereupon be  deemed  to  have  been
converted  into  and  to  have become exchangeable  for,  at  the
Effective  Time  of  the Merger, the right to receive  shares  of
Bancorp  Stock and cash in lieu of fractional shares pursuant  to
Section 1.2 herein, without any interest thereon.

Effect of the Merger.  By virtue of the Merger 
 8
      
and at the Effective Time of the Merger, all of the rights,
privileges, powers and franchises and all property and assets of
every kind and description of CorpBank shall be vested in and be
held and enjoyed by the Surviving Association, without further
act or deed, and all the estates and interests of every kind of
CorpBank, including all debts due to it, shall be as effectively
the property of the Surviving Association as they were of
CorpBank, and the title to any real estate vested by deed or
otherwise in CorpBank shall not revert or be in any way impaired
by reason of the Merger; and all rights of creditors and liens
upon any property of CorpBank  shall be preserved unimpaired and
all debts, liabilities and duties of CorpBank shall be debts,
liabilities and duties of the Surviving Association and may be
enforced against it to the same extent as if such debts, liabili
ties and duties had been incurred or contracted by it, and none
of such debts, liabilities or duties shall be expanded,
increased, broadened or enlarged by reason of the Merger.

       Name  of Surviving Association.  The name of the Surviving
Association   shall   be   "California  United   Bank,   National
Association".

        Articles   of   Association  and  Bylaws   of   Surviving
Association.  The Articles of Association and Bylaws of CUB as in
effect  immediately  prior to the Effective Time  of  the  Merger
shall  continue to be the Articles of Association and  Bylaws  of
the Surviving Association.

       Directors  and  Officers  of Surviving  Association.   The
directors of CUB  immediately prior to the Effective Time of  the
Merger shall be the directors of the Surviving Association  until
their  successors  have been chosen and qualified  in  accordance
with the Certificate of Incorporation and Bylaws of the Surviving
Association.   The  officers of CUB   immediately  prior  to  the
Effective  Time  of  the  Merger shall be  the  officers  of  the
Surviving  Association  until they  resign  or  are  replaced  or
terminated by the Board of Directors of the Surviving Association
or  otherwise  in  accordance  with the  Surviving  Association's
Articles of Association or Bylaws.

      Special Agreements.  Pursuant to Section 6.2(i), not later
than five (5) business days after the Execution Date,  as a
condition subsequent to Bancorp and CUB entering into this
Agreement and as a material inducement for Bancorp and CUB to
enter into this Agreement,  all directors of CorpBank, and all
Shareholders of CorpBank holding more than 5% of the outstanding
shares of CorpBank Stock (the "Shareholders") shall each enter
into separate agreements with Bancorp and CUB substantially in
the form attached hereto as Exhibit B pursuant to which each of
the Shareholders shall agree to vote or cause to be voted all
such shares of CorpBank Stock with respect to which each such
Shareholder has voting power on the date hereof or hereafter to
approve the transactions contemplated hereby and all requisite
matters related thereto and pursuant to which each of the
Shareholders shall make certain representations and warranties to
Bancorp and CUB.  Additionally, each director of CorpBank shall
 9
agree not to sell Bancorp stock received  pursuant to the
transactions contemplated in the Agreement for a period of one
year following the Closing.


.  THE CLOSING

      Closing Date; Transactions Contemplated by this Agreement.

            Date  of  Closing.  Consummation of the  transactions
contemplated by this Agreement ("Closing") shall, unless  another
date  or  place is agreed in writing by the parties hereto,  take
place  at  the  offices of CUB, 16030 Ventura Boulevard,  Encino,
California 91436, on the first Friday of the month  following the
calendar month in which the following occurred: the last to occur
of  (i)  the receipt of all approvals and consents and expiration
of  all  waiting  periods specified in Sections  6.1(a)  and  (c)
hereof  and  (ii)  satisfaction of the conditions  precedent  set
forth  in Section 6.2(t) or written waiver of such conditions  by
Bancorp and CUB in their sole discretion (the "Closing Date").

              Transactions   Contemplated.    The    transactions
contemplated  by this Agreement include, without limitation,  the
Bank Merger (as defined in Section 5.14).
       Execution  of Agreement of Merger.  Prior to  the  Closing
Date,  and as soon as practicable after adoption and approval  of
this   Agreement  by  the  shareholders  of  CorpBank   and   the
shareholder of CUB, the Agreement of Merger (as amended, if neces
sary,  to conform to any requirements of any regulatory authority
having  authority over the Merger) shall be executed by  Bancorp,
CUB  and CorpBank.  On the Closing Date, the Agreement of Merger,
together  with  all requisite certificates, shall be  duly  filed
with  the  OCC in accordance with applicable laws and regulations
and with the California Secretary of State.

       Documents  to be Delivered.  At the Closing,  the  parties
shall  deliver,  or  cause  to be delivered,  such  documents  or
certificates  as may be necessary, in the reasonable  opinion  of
counsel  for  any of the parties, to effectuate the  transactions
called  for  in  this  Agreement.  If,  at  any  time  after  the
Effective   Time  of  the  Merger,  Bancorp  or   the   Surviving
Association or its successors or assigns shall determine that any
further  conveyance, assignment or other documents or any further
action  is  necessary  or  desirable to  further  effectuate  the
transactions  set  forth  herein  or  contemplated  hereby,   the
officers  and directors of the parties hereto shall  execute  and
deliver,  or  cause  to  be  executed  and  delivered,  all  such
documents  as  may  be  reasonably required  to  effectuate  such
transactions.

.   REPRESENTATIONS  AND  WARRANTIES  OF  CORPBANK  AND  CORPBANK
SUBSIDIARIES
 10
   CorpBank and CorpBank Subsidiaries (as defined in Section 3.3)
represent and warrant to Bancorp and CUB as follows:

      Organization, Standing and Power.  CorpBank is a California
corporation, duly chartered as a California state chartered bank,
duly  organized, validly existing and in good standing under  the
laws  of  the  state of California.  CorpBank has  all  requisite
corporate  power  and  authority to own, lease  and  operate  its
properties  and assets and to carry on its business as  presently
conducted.  CorpBank is duly qualified and in good standing as  a
foreign  corporation, and is authorized to do  business,  in  all
states  or  other  jurisdictions (all  of  which  are  listed  in
Schedule 3.1(a)) in which such qualification or authorization  is
necessary, and there has not been any claim by any other state or
jurisdiction to the effect that CorpBank is required  to  qualify
or   otherwise  be  authorized  to  do  business  as  a   foreign
corporation  therein.  Schedule 3.1(b) contains true and  correct
copies  of  CorpBank's Articles of Incorporation and  Bylaws,  as
amended and in effect as of the date hereof.

       Capitalization.   As  of the date of this  Agreement,  the
authorized  capitalization of CorpBank consists  solely  of  Five
Million  (5,000,000) shares of common stock, without  par   value
("CorpBank  Stock"),  of  which Five Hundred  Thousand  (500,000)
shares  are  issued  and  outstanding  and  One  Million  Dollars
($1,000,000)  in principal amount of capital notes due  June  30,
1997 ("Capital Notes").   All outstanding shares of capital stock
of  CorpBank are duly authorized and validly issued and are fully
paid and nonassessable except, as provided for in Section 662  of
the  California Financial Code.   The capital notes  are  validly
issued  and  are held by eleven (11) holders.  Except  for  stock
options  covering not more than 92,500  shares of CorpBank  Stock
granted  pursuant to CorpBank's 1991 Employee Stock Option  Plan,
there   are   no   outstanding  options,  warrants,  commitments,
agreements  or  other rights in or with respect to  the  unissued
shares  of CorpBank Stock, CorpBank Preferred Stock, or stock  of
any  CorpBank Subsidiary or any other securities convertible into
CorpBank Stock, CorpBank Preferred Stock, or

stock  of  any CorpBank Subsidiary.  92,500  shares  of  CorpBank
Stock  are  reserved  for exercise of outstanding  stock  options
under the 1991 Employee Stock Option Plan.  Schedule 3.2(b) sets
forth  the  name of each holder of a CorpBank Stock  option,  the
number  of shares of CorpBank Stock covered by each such holder's
option,  the exercise price per share and the expiration date  of
each  such  holder's option.  Immediately prior to the  Effective
Time  of  the  Merger, all issued and outstanding CorpBank  Stock
will  have been either outstanding on the date of this Agreement,
or  issued upon exercise of stock options outstanding pursuant to
the 1991 Employee Stock Option Plan.

      Subsidiaries.  CorpBank does not own, directly or
indirectly (except as pledgee pursuant to loans which are not in
default), any equity position or other voting interest in any
 11
corporation, partnership, joint venture or other entity,
except as set forth on Schedule 3.3.  Schedule 3.3 correctly
lists each Subsidiary of CorpBank ( individually "CorpBank
Subsidiary" or collectively "CorpBank Subsidiaries").  Each
CorpBank Subsidiary is a corporation duly organized, validly
existing and in good standing under the laws of its jurisdiction
of incorporation as stated in Schedule 3.3 and has the corporate
power and authority to carry on its business as it is now
conducted and to own, lease and operate its properties.  Each
CorpBank Subsidiary is duly qualified and in good standing as a
foreign corporation, and is authorized to do business, in all
states or other jurisdictions (all of which are listed in
Schedule 3.3) in which such qualification or authorization is
necessary, and there has not been any claim by any other state or
jurisdiction to the effect that an CorpBank Subsidiary is
required to qualify or otherwise be authorized to do business as
a foreign corporation therein.  Except as set forth in Schedule
3.3, CorpBank owns of record and beneficially 100% of each class
of the outstanding capital stock of each CorpBank Subsidiary free
and clear of any lien, encumbrance or security interest and of
any adverse claim of any kind.

       Corporate  Bank.  CorpBank is authorized by the California
Superintendent  of  Banks  (the "Superintendent")  to  conduct  a
general  banking  business.  CorpBank is not  a   member  of  the
Federal Reserve System.  CorpBank's deposits are insured  by  the
Federal Deposit Insurance Corporation ("FDIC") in the manner  and
to the full extent provided by law.

      Reports and Financial Statements.  CorpBank has previously
furnished to CUB true and complete copies of its (i) Annual
Report to Shareholders for the years ended December 31, 1993 and
1992, (ii) Quarterly Call Reports for the calendar quarters ended
March 31, June 30,  September 30, and December 31, 1994 (iii)
proxy statements relating to all meetings of shareholders
(whether special or annual) during 1994,  1993 and 1992, and (iv)
all other reports, registration statements or filings made by
CorpBank with the Superintendent, the FDIC or the Securities and
Exchange Commission ("SEC") since January 1, 1992 (collectively
the "CorpBank Filings").  As of their respective dates, the
CorpBank Filings  and any other materials distributed to
shareholders, including but not limited to proxy statements for
annual shareholder meetings in 1992, 1993 and 1994, were in
compliance, in all material respects, with the requirements of
their respective forms and were true and complete in all material
respects and did not contain any untrue statement of a material
fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading.
CorpBank has also furnished to CUB its audited consolidated
financial statements for the years ended December 31, 1992 and
1993, certified by Grant Thornton ("GT") and will provide to CUB
its audited consolidated financial statements for the year ended
December  31, 1994, certified by Deloitte and Touche ("DT")
within three (3)  days of receipt thereof.  The audited
consolidated financial statements of CorpBank provided to CUB or
 12
to be provided in the future and the unaudited
consolidated interim financial statements previously furnished to
CUB or included in the CorpBank Filings


(collectively the "CorpBank Financial Statements") were (or  will
be)  prepared  in  accordance with generally accepted  accounting
principles applied on a consistent basis ("GAAP") and  except  as
disclosed  in  the  CorpBank Financial Statements  or  the  notes
thereto and present fairly the consolidated financial position of
CorpBank  and  the CorpBank Subsidiaries as of the dates  thereof
and  the  consolidated results of their operations and cash  flow
for the periods then ended, subject, in the case of the unaudited
consolidated  interim financial statements, to  normal  recurring
adjustments.  Neither the financial statements referred to  above
nor any report (including, without limitation, annual reports  to
shareholders, prospectus or definitive proxy statement),  or  any
amendment or supplement thereto, filed, or to be filed, prior  to
the  Effective Time of the Merger with the Superintendent,  FDIC,
OCC,   or  SEC  by  or  on behalf of CorpBank contains  (or  will
contain  when  furnished  or filed) any  untrue  statement  of  a
material fact or omits (or will omit when furnished or filed)  to
state  a  material fact necessary in order to make the statements
contained therein not misleading.

      CorpBank's and CorpBank Subsidiaries' Authority.  The
execution and delivery by CorpBank and CorpBank Subsidiaries of
this Agreement and the Agreement of Merger and, subject to the
requisite approval of the shareholders of CorpBank, the
consummation of the transactions contemplated hereunder or
thereunder have been duly and validly authorized by all necessary
corporate action on the part of CorpBank and CorpBank
Subsidiaries, and this Agreement is, and the Agreement of Merger
will be upon due certification, execution, acknowledgment and
filing thereof in accordance with applicable law, a valid and
binding obligation of CorpBank and CorpBank Subsidiaries,
enforceable in accordance with their terms, except as the enforce
ability hereof or thereof may be limited by bankruptcy,
insolvency, moratorium or other similar laws affecting the rights
of creditors generally and by general equitable principles.
Except as set forth in Schedule 3.6, neither the execution and
delivery by CorpBank and CorpBank Subsidiaries of this Agreement
or the Agreement of Merger, nor the consummation of the
transactions contemplated herein or therein, nor compliance by
CorpBank and CorpBank Subsidiaries with the provisions hereof or
thereof, will (i) conflict with or result in a breach of any
provision of their respective Articles of Incorporation or
Bylaws; (ii) constitute a breach of, or result in a default (or
give rise to any rights of termination, cancellation or accelera
tion, or any right to acquire any securities or assets) under,
any of the terms, conditions or provisions of any note, bond,
mortgage, indenture, franchise, license, permit, agreement or
other instrument or obligation to which CorpBank or any CorpBank
Subsidiary is a party, or by which CorpBank or any CorpBank
Subsidiary or any of their respective properties or assets are
bound, except where such breach or default would not have a
 13
material adverse effect on the consolidated financial
condition, results of operations or prospects of CorpBank; (iii)
constitute a breach of, or result in a default (or give rise to
any rights of termination, acceleration or cancellation, or any
right to acquire any securities or assets) under any material
agreement to which CorpBank or any CorpBank Subsidiary or any of
their respective properties or assets are bound; or (iv) violate
any order, writ, injunction, decree, statute, rule or regulation
applicable to CorpBank or any CorpBank Subsidiary.  No consent or
approval of, notice to or filing with any governmental authority
having jurisdiction over any aspect of the business or assets of
CorpBank or any CorpBank Subsidiary, and except as set forth in
Schedule 3.6 no consent or approval of or notice to or filing
with any other person or entity, is required in connection with
the execution and delivery by CorpBank and CorpBank Subsidiaries
of this Agreement or the Agreement of Merger or the consummation
by CorpBank and CorpBank Subsidiaries of the transactions
contemplated hereunder or thereunder, except approval of the
Merger by the shareholders of CorpBank, and such approvals as may
be required by  the OCC pursuant to Sections 215a and 1828(c) of
Title 12 of


the  United  States  Code  or  any  successor  statutes  ("Merger
Statutes") or the Superintendent pursuant to California Financial
Code  Section  2071 or otherwise with respect to the  Merger,  or
other  applicable law;  and the declaration by the SEC and  state
securities  law  regulatory  authorities  that  the  Registration
Statement  (as  defined in Section 5.11) is  effective  and  that
Bancorp  Stock  to  be issued in connection with  the  Merger  is
qualified under applicable state securities laws.

      Insurance.  Except as set forth in Schedule 3.7, CorpBank
and the CorpBank Subsidiaries have, and at all times within five
years of the date of this Agreement have had, in full force and
effect policies of insurance and bonds (including, without
limitation, bankers' blanket bond, fidelity coverage, director
and officer liability, fire, third party liability, use and
occupancy) with respect to their respective assets and businesses
and against casualties and contingencies which in the judgment of
CorpBank and the CorpBank Subsidiaries are adequate and
appropriate to cover their respective assets and businesses and
are in amounts and coverages customarily provided for by similar
institutions.  Set forth in Schedule 3.7 is a schedule of all
policies of insurance and bonds (other than title or credit
insurance) carried and owned by CorpBank and the CorpBank
Subsidiaries, showing the name of the insurance or bonding
company, a summary of the coverage, the amounts, the deductible
feature, the annual premiums and the expiration dates.  If any
such policy or bond is changed, terminated or modified following
the date of this Agreement, such termination, change or
modification shall be promptly disclosed to Bancorp and CUB in
writing.  Neither CorpBank nor any CorpBank Subsidiary is in
default under any such policy of insurance or bond such that it
could be cancelled and all material claims thereunder have been
filed in timely fashion.  CorpBank and each CorpBank Subsidiary
 14
have filed claims with or given notice of claim to their
respective insurers or bonding companies with respect to all
material matters and occurrences for which they believe they have
coverage.

       Proxy Statement.  The Proxy Statement required pursuant to
Section  5.11  and  any  other documents to  be  filed  with  the
Superintendent, OCC, FDIC, the SEC or any regulatory authority in
connection  with the transactions contemplated by this  Agreement
with  respect  to all information set forth therein  relating  to
CorpBank and the CorpBank Subsidiaries, the Merger and in respect
to  this  Agreement  and the Agreement of  Merger  will,  at  the
respective  times  such documents are filed or become  effective,
and  with respect to the Proxy Statement, at the time of  mailing
to shareholders, and at the time of the shareholders' meeting:
           comply in all material respects with the provisions of
all  applicable regulations issued by the SEC or the OCC pursuant
to  the Securities Exchange Act of 1934, as amended ("1934 Act"),
and all other applicable laws and regulations; and

            not  contain any statement which, at the time and  in
light  of  the circumstances under which it is made, is false  or
misleading with respect to any material fact or omit any material
fact  necessary in order to make the statements therein not false
or  misleading  or  necessary to correct  any  statement  in  any
earlier communication with respect to the solicitation of a proxy
for the same meeting or subject matter which have become false or
misleading.

      Books and Records.

             The  minute  books  of  CorpBank  and  the  CorpBank
Subsidiaries  contain (i) true, accurate and complete records  of
all  meetings  and  actions  taken by the  respective  Boards  of
Directors, Board committees and shareholders of CorpBank and  the
CorpBank Subsidiaries and (ii) true and complete copies of  their
respective  charter  documents  and  bylaws  and  all  amendments
thereto.   The  books and records of CorpBank  and  the  CorpBank
Subsidiaries  accurately reflect in all  material  aspects  their
respective businesses and affairs.

           CorpBank and each of the CorpBank Subsidiaries have
records which accurately and validly reflect, in all material
respects, their respective transactions and accounting controls
sufficient to insure that such transactions are (i) in all
material respects, executed in accordance with management's
general or specific authorization, and (ii) recorded in
conformity with GAAP; such records, to the extent they contain
important information pertaining to CorpBank or any CorpBank
Subsidiary which is not easily and readily available elsewhere,
have been duplicated, and such duplicates are stored safely and
securely pursuant to procedures and techniques reasonably
adequate for companies of the sizes of CorpBank and the CorpBank
Subsidiaries and in the respective businesses in which CorpBank
and the CorpBank Subsidiaries are engaged; and the data 
15
processing equipment, data transmission equipment, related
peripheral equipment and software used by CorpBank and the
CorpBank Subsidiaries in the operations of their respective
businesses (including any disaster recovery facility) to generate
and retrieve such records are reasonably adequate for companies
of the sizes of CorpBank and the CorpBank Subsidiaries and in the
respective businesses in which CorpBank and the CorpBank
Subsidiaries are engaged.

       Title  to  Assets.  CorpBank and the CorpBank Subsidiaries
have  good  and  marketable title to all material properties  and
assets, other than real property, owned or purported to be  owned
by  CorpBank  and  CorpBank Subsidiaries free and  clear  of  all
mortgages, liens, encumbrances, pledges or charges of any kind or
nature,  except for (i) liens for current taxes not yet  due  and
payable;  (ii) liens incurred in the ordinary course of  business
and  which  do not materially impair the business of CorpBank  or
any CorpBank Subsidiary or materially detract from the usefulness
of  the  properties subject thereto; or (iii) such liens  as  are
disclosed  in  the CorpBank Financial Statements of December  31,
1994 or in Schedule 3.10.

      Real Estate.

           Schedule 3.11(a) contains a list of all real property,
including leaseholds, owned by CorpBank and CorpBank Subsidi
aries.  True, correct and complete copies of all such leases are
included in Schedule 3.11(a).  Schedule 3.11(b) contains, among
other things, an accurate summary of all material commitments
which CorpBank or any CorpBank Subsidiary has to improve real
estate owned by it.  Schedule 3.11(c) contains a list of other
real estate owned ("OREO") by CorpBank and CorpBank Subsidiaries.
CorpBank and CorpBank Subsidiaries have good and marketable title
to all the real property and valid leasehold interests in the
leaseholds described in Schedules 3.11(a), (b) and (c), free and
clear of all mortgages, covenants, conditions, restrictions,
easements, liens, security interests, charges, claims,
assessments and encumbrances, except for (i) rights of lessors,
co-lessees or sublessees in such matters which are reflected in
the leases; (ii) current taxes not yet due and payable;
(iii) such as are described in any title policies delivered
pursuant to this Section 3.11; (iv) such imperfec detract from
the value of or materially and adversely interfere with the
present use of such  property; and (v) as described in Schedule
3.11(d).  True, correct and complete copies of title policies for
properties described in Schedules 3.11(a) and (c) as owned by
CorpBank or any CorpBank Subsidiary are included therein.  To the
best knowledge of CorpBank and CorpBank Subsidiaries, the
activities of CorpBank and CorpBank Subsidiaries with respect to
all real property and leaseholds owned by any of them for use in
connection with their respective operations are in all material
respects permitted and authorized by applicable zoning laws,
ordinances and regulations and all laws and regulations of any
governmental department or agency relative to environmental
matters affecting such properties, except as otherwise disclosed
in Schedule 3.11(e).  CorpBank and 
 16
CorpBank Subsidiaries
enjoy peaceful and undisturbed possession under all material
leases to which they are parties, and all of such leases are
valid and in full force and effect.  Except as set forth in
Schedule 3.11 (g) neither CorpBank or any CorpBank Subsidiary are
engaged in real estate development or in any business other than
commercial banking, and have not been so engaged since August 1,
1991.

           Except as set forth in Schedule 3.11(f), there has not
been  any  generation, use, handling, transportation,  treatment,
storage,  release  or  disposal of  any  Hazardous  Substance  in
connection  with the conduct of the business of CorpBank  or  any
CorpBank  Subsidiary that has or might result  in  any  liability
under any Environmental Law and there has never been a use of any
of   the   real  property  owned  by  CorpBank  or  any  CorpBank
Subsidiary, that has or might result in any liability  under  any
Environmental  Law;  no  underground  storage  tanks  or  surface
impoundments are on or in the real property owned by CorpBank  or
any  CorpBank  Subsidiary;  and no  asbestos  or  polychlorinated
biphenyls  are  contained or located on any of the real  property
owned by CorpBank or any Corp Bank Subsidiary.

       The  term "Hazardous Substances" as used herein shall mean
(i)  substances  that  are  defined or listed  in,  or  otherwise
classified  pursuant  to, or the use or  disposal  of  which  are
regulated  by,  any Environmental Law as "hazardous  substances,"
"hazardous materials," "hazardous wastes," "toxic substances," or
any  other  formulation  intended to define,  list,  or  classify
substances   by   reason  of  deleterious  properties   such   as
ignitability,     corrosivity,    reactivity,    carcinogenicity,
reproductive  toxicity, or "EP toxicity;" (ii) oil, petroleum  or
petroleum  derived from substances and drilling fluids,  produced
waters,   and  other  wastes  associated  with  the  exploration,
development,  or  production  of  crude  oil,  natural  gas,   or
geothermal   resources;   (iii)  any  flammable   substances   or
explosives,  any radioactive materials, any hazardous  wastes  or
substances, any

toxic  wastes or substances or any other materials or  pollutants
which  pose  a hazard to any property or to Persons on  or  about
such  property;  and  (iv) asbestos in  any  form  or  electrical
equipment  which contains any oil or dielectric fluid  containing
levels  of  polychlorinated biphenyls in excess of 50  parts  per
million.

      The term "Environmental Law" as used herein shall mean any
federal, state, provincial or local statute, law, ordinance,
rule, regulation, order, consent, decree, judicial or
administrative decision or directive of the United States or
other jurisdiction whether now existing or as hereinafter
promulgated, issued or enacted relating to:  (A) pollution or
protection of the environment, including natural resources;
(B) exposure of persons, including employees, to Hazardous
Substances or other products, materials or chemicals;
(C) protection of the public health or welfare from the effects
of products, by-products, wastes, emissions, discharges or 
 17
releases of chemical or other substances from industrial or
commercial activities; or (D) regulation of the manufacture, use
or introduction into commerce of substances, including, without
limitation, their manufacture, formulation, packaging, labeling,
distribution, transportation, handling, storage and disposal.
For the purposes of this definition the term "Environmental Law"
shall include, without limiting the foregoing, the following
statutes, as amended from time to time:  (1) the Clean Air Act,
as amended, 42 U.S.C. 7401 et seq.; (2) the Federal Water
Pollution Control Act, as amended, 33 U.S.C. 1251 et seq.;
(3) the Resource Conservation and Recovery Act of 1976, as
amended, 42 U.S.C. 6901 et seq., (4) the Comprehensive
Environmental Response, Compensation and Liability Act of 1980,
as amended (including the Superfund Amendments and
Reauthorization Act of 1986), 42 U.S.C. 2601 et seq.; (5) the
Toxic Substances Control Act, as amended, 15 U.S.C. 2601 et
seq.; (6) the Occupational Safety and Health Act, as amended, 29
U.S.C. 651; (7) the Emergency Planning and Community Right-To-
Know Act of 1986, 42 U.S.C. 1101 et seq.; (8) the Mine Safety
and Health Act of 1977, as amended, 30 U.S.C. 801 et seq.;
(9) the Safe Drinking Water Act, 42 U.S.C. 300f et seq.; and
(10) all comparable state and local laws, laws of other
jurisdictions or orders and regulations including, but not
limited to, the Carpenter-Presley-Tanner Hazardous Substance
Account Act, Cal. Health & Safety Code 25300 et seq.

      Legal Proceedings; Agreements with Banking Authorities.

            Except as set forth on Schedule 3.12(a), there is  no
private  or  governmental  suit, claim,  action,  arbitration  or
proceeding pending, nor any private or governmental suit,  claim,
action,  arbitration or proceeding to CorpBank's or any  CorpBank
Subsidiary's  knowledge  threatened, nor  does  CorpBank  or  any
CorpBank Subsidiary know of

any  facts or circumstances which would form a basis for any such
suit,  claim, action, arbitration or proceeding against  CorpBank
or  any  CorpBank  Subsidiary or against any of their  respective
directors,  officers or employees relating to the performance  of
their  duties  in  such capacities or against  or  affecting  any
properties of CorpBank or any CorpBank Subsidiary.  Also,  except
as  provided  on  Schedule  3.12(a),  there  are  no   judgments,
decrees,  stipulations or orders against CorpBank or any CorpBank
Subsidiary  enjoining  it  or any of  its  respective  directors,
officers or employees in respect of, or the effect of which is to
prohibit,  any  business  practice  or  the  acquisition  of  any
property  or  the  conduct of business  in  any  area.   Schedule
3.12(b)  contains  summary  reports of  CorpBank's  and  CorpBank
Subsidiaries'  attorneys  on  all  pending  litigation  to  which
CorpBank  or any CorpBank Subsidiary is a party and  which  names
CorpBank  or  any  CorpBank Subsidiary as a defendant  or  cross-
defendant.   Schedule  3.12(c)  contains  a  true,  correct   and
complete list of all pending litigation in which CorpBank or  any
CorpBank Subsidiary is a named party.
 18
            Except  as  set  forth on Schedule  3.12(d),  neither
CorpBank  nor any CorpBank Subsidiary is a party to any agreement
or memorandum of understanding with any federal, state or foreign
governmental or regulatory authority charged with the supervision
or  regulation of banks or bank holding companies or  engaged  in
the  insurance of bank deposits that restricts the conduct of its
business,  or in any manner relates to its capital adequacy,  its
credit or investment policies or its management.

       Taxes.   Except  as set forth on Schedule  3.13,  (i)  all
federal  income tax returns, all state tax returns, and all  real
and  personal  property, sales, use and  other  tax  returns  and
reports  that are required by law to be filed by or on behalf  of
CorpBank  or any CorpBank Subsidiary have been duly prepared  and
filed; (ii) all taxes shown to be due and payable by CorpBank  or
any  CorpBank Subsidiary on those returns, or which are otherwise
due  and payable, whether disputed or not, have been paid or  the
liability   therefor  is  reflected  in  the  CorpBank  Financial
Statements; (iii) CorpBank and CorpBank Subsidiaries have paid or
deposited  all taxes, tax penalties or interest owed by  them  or
which  they  are obligated to withhold and deposit  from  amounts
paid  to  any employee, creditor, depositor or third  party;  and
(iv)  CorpBank and CorpBank Subsidiaries have complied  with  all
reporting  requirements of the Internal Revenue Code of  1986  or
its  predecessor  statutes as applicable (the "Code")  including,
but  not  limited to, obtaining taxpayer identification  numbers.
The current status of any audits of those returns by the Internal
Revenue  Service or other applicable agencies is as set forth  in
Schedule  3.13.   There  are no agreements  by  CorpBank  or  any
CorpBank Subsidiary waiving a statute of limitations or extending
the time for assessment or payment of any taxes payable by any of
them.

      Compliance with Laws and Regulations.

           Except as set forth on Schedule 3.14, neither CorpBank
nor  any CorpBank Subsidiary is in default under or in breach  of
any  law, ordinance, rule, regulation, order, judgment or  decree
applicable  to  it promulgated by any governmental agency  having
authority  over it, where such default or breach would  have  the
lesser  of:  (i)a  material adverse effect  on  the  consolidated
financial condition, results of operations, business or prospects
of CorpBank; or (ii) a $15,000 cost or penalty.

           CorpBank and each of the CorpBank Subsidiaries have
conducted their businesses in accordance with all applicable
federal, foreign, state and local laws, regulations and orders
including, without limitation, disclosure, usury, equal credit
opportunity, truth in lending, equal employment, fair credit
reporting, antitrust, licensing and other laws, regulations and
orders, and the forms, procedures and practices used by CorpBank
and each of the CorpBank Subsidiaries are in compliance with such
laws, regulations and orders except for such violations or non-
compliance as will not have a material adverse effect on the
consolidated financial condition, results 
 19
of operations, business or prospects of CorpBank.

       Performance  of  Obligations.   Except  as  set  forth  on
Schedule  3.15, CorpBank and CorpBank Subsidiaries have performed
in  all  respects all of the obligations required to be performed
by  them to date and are not in default under or in breach of any
term or provision of any covenant, contract, lease, indenture  or
any  other  covenant to which CorpBank or any CorpBank Subsidiary
is  a party or is subject or is otherwise bound, and no event has
occurred which, with the giving of notice or the passage of  time
or  both,  would  constitute such default or breach,  where  such
default  or  breach would have a material adverse effect  on  the
consolidated financial condition, results of operations, business
or  prospects  of CorpBank.  No party with whom CorpBank  or  any
CorpBank  Subsidiary has an agreement which is  material  to  the
consolidated  financial  condition,  results  of  operations   or
prospects  of  CorpBank  is  in default  thereunder,  except  for
certain  loans  made  by the Bank which have been  identified  to
Bancorp and CUB.

       Employees.  Except as set forth in Schedule 3.16(a), there
are  no  understandings  for the employment  of  any  officer  or
employee  of  CorpBank or any CorpBank Subsidiary which  are  not
terminable  by  CorpBank  or  any  CorpBank  Subsidiary   without
liability on not more than 30 days' notice.  Except as set  forth
in  Schedule 3.16(b), there are no material controversies pending
or threatened between (i) CorpBank or any CorpBank Subsidiary and
(ii) any of their respective current or former employees.  Except
as disclosed in the CorpBank Financial Statements at December 31,
1993  or  1994 or on Schedule 3.16(c), all material sums due  for
employee  compensation and benefits (including vacation and  sick
leave  )  have been duly and adequately paid or provided for  and
all  deferred compensation obligations are fully funded.  Neither
CorpBank nor any CorpBank Subsidiary is a party to any collective
bargaining  agreement  with respect to any  of  their  respective
employees  or any labor organization to which their employees  or
any of them belong.  Except as set forth on Schedule 3.16(c),  no
director,  officer  or  employee  of  CorpBank  or  any  CorpBank
Subsidiary is entitled to receive any payment of any amount under
any  existing  employment  agreement,  severance  plan  or  other
benefit  plan as a result of the consummation of any  transaction
contemplated by this Agreement.

       Brokers  and  Finders.  Neither CorpBank nor any  CorpBank
Subsidiary  is  a  party  to any agreement  with  any  investment
banker,   broker   or   finder  relating  to   the   transactions
contemplated hereby, and neither the execution of this  Agreement
nor  the  consummation  of  the  transactions  provided  for   or
contemplated  herein  will result in any liability  to  any  such
investment  banker,  broker  or  finder.   CorpBank   agrees   to
indemnify and hold Bancorp and CUB harmless from and against  any
and all claims, liabilities or obligations with respect to any
fees, commissions or expenses asserted by any person on the basis
of  any  act, statement, agreement or commitment alleged to  have
been made by CorpBank or any CorpBank
 20
Subsidiaries or affiliates relating to the employment of any such
investment broker, broker or finder relating to the execution  of
this   Agreement   or  the  consummation  of   the   transactions
contemplated hereby.

       Material Contracts.  Except as set forth on Schedule  3.18
or  excepted below, neither CorpBank nor any CorpBank  Subsidiary
is  a  party  to any material contract, agreement, understanding,
commitment or offer, whether written or oral, which may become  a
binding  obligation  if accepted by another person  (collectively
referred to as an "Understanding") including the following:

             Any   loan,  letter  of  credit,  pledge,   security
agreement,  lease  (excluding leases of real property  listed  on
Schedule   3.11(a)),  guarantee,  commitment   or   subordination
agreement or other similar or related type of Understanding as to
which  CorpBank or any CorpBank Subsidiary is a debtor,  pledgor,
lessee or obligor;

           Any Understanding dealing with advertising, brokerage,
licensing,  dealership,  representative or  agency  relationships
providing for an aggregate annual payment in excess of $5,000;

            Any  profit-sharing, group insurance, bonus, deferred
compensation, stock option, severance pay, pension, retirement or
other employee benefit plan;

           Any written correspondent banking contracts;

            Any Understanding (other than this Agreement) for the
sale of their respective assets other than in the ordinary course
of  business  or  for  the  grant of any  preferential  right  to
purchase any of their respective assets, properties or rights, or
any  Understanding which requires the consent of any third  party
to  the  transfer  and  assignment of any assets,  properties  or
rights;

           Any Understanding which provides for an annual payment
in excess of $5,000 in the aggregate to purchase, sell or provide
services,   materials,  supplies,  merchandise,   facilities   or
equipment and which is not terminable without penalty on not more
than 30 days' notice;

            Any Understanding for any one capital expenditure  or
series  of  capital  expenditures which is in  excess  of  $5,000
individually or $10,000 in the aggregate;

           Any Understanding to make, renew or extend the term of
a loan (not fully disbursed or funded as of December 31, 1994) to
any person or to any affiliate of such person, which undisbursed
or unfunded amounts, when aggregated with all outstanding
indebtedness of such person or any affiliate of such person to
CorpBank or any CorpBank Subsidiary, would exceed 
 21
$25,000.  The term "person" as used herein and throughout this

Agreement  shall  mean any individual, corporation,  association,
partnership,  joint venture or other entity or any government  or
governmental department or agency.  The term "affiliate of" or  a
person  "affiliated with" a specific person as  used  herein  and
throughout  this Agreement shall mean a person that  directly  or
indirectly  through  one or more intermediaries  controls  or  is
controlled by or under common control with the persons specified;

            Any  Understanding  of any kind, except  for  deposit
relationships,  with any director or officer of CorpBank  or  any
CorpBank  Subsidiary or with any affiliate or any member  of  the
immediate   family  of  any  such  director  or  officer.    Such
understandings shall include, but not be limited to, any director
or  officer  indemnification  agreements.   The  term  "immediate
family" as used herein and throughout this Agreement shall mean a
person's spouse, parents, in-laws, children and siblings;

           Any Understanding which would be terminable other than
by  CorpBank  or  any  CorpBank Subsidiary as  a  result  of  the
consummation of the transactions contemplated by this Agreement;

            Any contract of participation with any other bank  in
any  loan  entered  into by CorpBank or any  CorpBank  Subsidiary
subsequent  to  December 31, 1994 in excess of  $100,000  or  any
sales  of  assets  of  CorpBank or any CorpBank  Subsidiary  with
recourse  of  any  kind  to CorpBank or any  CorpBank  Subsidiary
except  the  sale of mortgage loans, servicing rights, repurchase
or  reverse repurchase agreements, securities or other  financial
transactions in the ordinary course of business;

            Any Understanding of any kind that binds CorpBank  or
any CorpBank Subsidiary and contains a covenant not to compete or
restricts  in any other manner the ability of CorpBank to  engage
in or conduct any activity; or

            Any Understanding not otherwise disclosed or excepted
pursuant  to  this  Section  3.18  which  is  material   to   the
consolidated  financial condition, results of operations,  assets
or business of CorpBank.

       True  and correct copies of all documents relating to  the
foregoing Understandings are attached as Schedule 3.18.

       Absence  of  Certain  Changes.  Except  as  set  forth  on
Schedule 3.19, since December 31, 1994 the businesses of CorpBank
and CorpBank Subsidiaries have been conducted diligently and only
in  the  ordinary  course,  in  the same  manner  as  theretofore
conducted, and there has not been any:

           Material adverse change in, or development which is
likely to result in a material adverse change in or 
 22
affect, the business, prospects, financial position,
management, shareholders' equity or results of operations of
CorpBank on a consolidated basis;

            Damage,  destruction or loss to property (whether  or
not  covered by insurance) individually or in the aggregate  that
materially   and  adversely  affects  the  financial   condition,
property,  business or prospects of CorpBank  on  a  consolidated
basis;

           Material contract, agreement, license or understanding
which CorpBank or any CorpBank Subsidiary has entered into or  to
which  CorpBank or any CorpBank Subsidiary is a party  which  has
been  terminated or amended other than in the ordinary course  of
business;

            Capital expenditure exceeding $5,000 individually  or
$25,000 in the aggregate;

            Labor  trouble, dispute or problem of  any  character
involving  employees having a material adverse  effect  upon  the
financial condition, property, business or prospects of  CorpBank
on a consolidated basis;

           Change in accounting policies or practices;

            Material  revaluation by CorpBank on  a  consolidated
basis of any of its assets except as required by GAAP;

            Increase in the salary schedule, compensation,  rate,
fees  or commissions, or the declaration, payment, commitment  or
obligation of any kind directly or indirectly through the payment
by  CorpBank  or  any CorpBank Subsidiary of  a  bonus  or  other
additional salary, compensation, fee or commission to any person,
except for additional sums for increases paid in accordance  with
employment  contracts disclosed in Schedule 3.18  or  paid  in  a
manner  consistent with past practice in accordance with policies
of  CorpBank  and CorpBank Subsidiaries disclosed to Bancorp  and
CUB in writing prior to the date hereof;

            Sale, assignment or transfer of any asset of CorpBank
or  any  CorpBank  Subsidiary except in the  usual  and  ordinary
course of business;

            Mortgage,  pledge  or encumbrance  of  any  asset  of
CorpBank  or any CorpBank Subsidiary other than liens  for  taxes
not  yet  due, pledges or security interests given in  connection
with  the  acceptance  of  repurchase  agreements  or  government
deposits, and as set forth in Sections 3.10 and 3.11;

            Declaration, setting aside or payment of any interest
or dividend with respect to any CorpBank security;

           Waiver or release of any right or claim of CorpBank or
any CorpBank Subsidiary except in the usual and 
 23
ordinary course of business; or

            Declaration, setting aside or payment of any dividend
or  distribution  with respect to CorpBank Stock, or the stock of
any  CorpBank  Subsidiary or the issuance of any  shares  of,  or
options  to purchase, CorpBank Stock, or any other securities  of
CorpBank  or any securities of any CorpBank Subsidiary,  or   the
direct or indirect redemption, acquisitions, repurchase or  other
acquisition of securities of CorpBank or any CorpBank  subsidiary
by CorpBank or any CorpBank subsidiary.

       Licenses  and Permits.  CorpBank and CorpBank Subsidiaries
have all licenses and permits which are necessary for the conduct
of  their  respective businesses and such licenses  are  in  full
force and effect.  The properties and operations of CorpBank  and
CorpBank Subsidiaries are and have been maintained and conducted,
in  all material respects, in compliance with all applicable laws
and regulations.

      Undisclosed Liabilities.  Neither CorpBank nor any CorpBank
Subsidiaries have any liabilities or obligations, either  accrued
or  contingent, which are material to CorpBank on a  consolidated
basis  and  which have not been either (i) reflected or disclosed
in  the  CorpBank Financial Statements as of December  31,  1994;
(ii)  incurred  subsequent to December 31, 1994 in  the  ordinary
course  of  business;  or  (iii)  disclosed  in  Schedule   3.21.
CorpBank  knows of no basis for the assertion against it  or  any
CorpBank  Subsidiary  of  any  liability,  obligation  or   claim
(including, without limitation, that of any regulatory  authority
or Environmental Law or Hazardous Substance) that might result in
or  cause  material adverse change in the consolidated  financial
condition,  results of operations or prospects of CorpBank  which
is  not fairly reflected in the CorpBank Financial Statements  or
otherwise disclosed in the Schedules to this Agreement.

       Loans  and  Investments.   All loans  and  investments  of
CorpBank  and CorpBank Subsidiaries are in all material  respects
legal,  enforceable and authorized under applicable  federal  and
state  laws and regulations except as the enforceability  thereof
may  be  limited by bankruptcy, insolvency, moratorium  or  other
similar laws affecting the rights of creditors generally  and  by
general   equitable  principles.   Except   as   set   forth   in
Schedule  3.22,  no  loans or investments  held  by  CorpBank  or
CorpBank Subsidiaries are, at February 28, 1995 (i) more than  60
days  past due with respect to any scheduled payment of principal
or    interest;   (ii)   classified   as   "loss,"    "doubtful,"
"substandard," "special mention" or "criticized"  by  federal  or
state  banking  regulators; or (iii) on a non-accrual  status  in
accordance  with CorpBank and CorpBank Subsidiaries' loan  review
procedures.   None  of  such  investments  are  subject  to   any
restriction,

contractual, statutory or other, that would materially impair the
ability  of the entity holding such investment to dispose  freely
of  any  such investment at any time, except restrictions on  the
public  distribution  or transfer of such investments  under  the
Securities  Act of 1933, as amended ("Securities Act"),  and  the
regulations thereunder, or state securities laws.

        As to the loans made by CorpBank and each of them, except
as set forth on Schedule 3.22(a):

           CorpBank  is  the sole owner and holder of  each  such
  loan and the documents related thereto;

           CorpBank has full right and authority to sell,  assign
  and transfer such Loan, in the event such a sale is desired;

          No participation has been sold in such loan;

           Such  loan  complied, as of its  date  of  origination
  with,  or  is  exempt from, applicable state or  federal  laws,
  regulations  and other requirements pertaining  to  usury,  any
  and  all  other  requirements of any federal,  state  or  local
  laws,  including,  without limitation, truth in  lending,  real
  estate  settlement  procedures,  equal  credit  opportunity  or
  disclosure  laws, all laws applicable to such loans  have  been
  complied with since the date of origin of such loan;

           The  origination,  servicing and collection  practices
  used  by  CorpBank with respect to each Loan have been  in  all
  respects  legal,  proper  and prudent and  have  met  customary
  standards  utilized  by  lenders  in  their  relevant   lending
  business;

           Each of the related note and other agreements executed
  in  connection therewith with regard to any loan, is the legal,
  valid  and binding obligation of the maker thereof, enforceable
  in  accordance  with its terms, except as such enforcement  may
  be  limited by bankruptcy, insolvency, reorganization or  other
  similar  laws  affecting he enforcement  of  creditors'  rights
  generally,  and by general principles of equity, and  there  is
  no  offset,  defense, counterclaim or right to rescission  with
  respect   to   the  note,   any  guaranty,  pledge   or   other
  agreements;

  
  
  
           The  loan  or  any of the terms or conditions  thereof
  have  not  been waived, modified, altered, satisfied, cancelled
  or  subordinated in any respect or rescinded and no  collateral
  for  the loan has been released in whole or in any part, except
  as set forth in the written loan records of CorpBank;

          There is no default, breach, violation or event of
  acceleration existing under the Loan or the related documents
  or note, and no event (other than payments due but not yet
  delinquent) has occurred which, with the passage of 
   24time or with notice and the expiration of any grace 
  or cure period, would, constitute a default, breach, violation or
  event of acceleration which is not set forth in the books and
  records of CorpBank; CorpBank has not waived any material
  default, breach, violation or event of acceleration of any of
  the foregoing, except as set forth in the books and records of
  CorpBank; and

            The   related  note  and  other  agreements   contain
  customary  and  enforceable provisions such as  to  render  the
  rights  and  remedies of the holder thereof  adequate  for  the
  realization of the benefits of any security or collateral.

      Employee Benefit Plans.

            Neither CorpBank nor any CorpBank Subsidiary has,  or
contributes  to,  any  pension,  profit-sharing,  option,   other
incentive  plan, or any other type of Employee Benefit  Plan  (as
defined  in  Section  3(3)  of  the  Employee  Retirement  Income
Security  Act  of  1974  ("ERISA"),  or  has  any  obligation  or
customary  arrangement  with  employees  for  bonuses,  incentive
compensation,  vacations,  severance  pay,  insurance,  or  other
benefits,  except as set forth in Schedule 3.23(a).  Attached  as
Schedule 3.23(b) are true and correct copies signed by the  Chief
Executive Officer and Chief Financial Officer of CorpBank of  all
documents evidencing plans, obligations or arrangements  referred
to  in Schedule 3.23(a) (or true and correct written summaries as
initialled  of  such  plans, obligations or arrangements  to  the
extent not evidenced by documents) and true and correct copies of
all  documents evidencing trusts related to any such plans.   The
documents  attached to Schedule 3.23(a) shall  include:  (i)  the
Form  5500 which was filed in each of the three most recent  plan
years  or  such shorter period of time during which each  of  the
plans   was  in  existence,  including  without  limitation   all
schedules thereto; (ii) the most recent determination letter from
the  Internal Revenue Service; (iii) the statement of assets  and
liabilities as of the most recent valuation date for each of  the
defined  benefit  pension  plans;  (iv)  the  most  recent   plan
document,  together  with all amendments;  (v)  the  most  recent
summary  plan  description for each plan, to  the  extent  it  is
required  by  law, and (vi) the most recent trust  agreement  for
each  plan,  to  the  extent required by law, together  with  all
amendments.

           If any Employee Benefit Plan of CorpBank or any
CorpBank Subsidiary were to be terminated not later than the day
prior to the date of the Closing, (i) no liability under Title IV
of ERISA would be incurred by CorpBank or any CorpBank Subsidiary
and (ii) all benefits accrued to such day prior to the Closing
Date (whether or not vested) under any defined benefit plan would
be fully funded in accordance with the assumptions contained in
the regulations of the Pension Benefit Guaranty Corporation
governing the funding of terminated defined benefit plans.  All
accrued liabilities (for contributions or otherwise) of CorpBank
or any CorpBank Subsidiary as of the Closing Date to each
Employee Benefit Plan and with respect to each obligation to
 25
or customary arrangement with employees for bonuses,
incentive compensation, vacations, severance pay, insurance or
other benefits have been paid and no payment to any such Employee
Benefit Plan or with respect to any such obligation or arrange
ment since December 31, 1994 has been disproportionately large
compared to prior payments.  For purposes of the preceding
sentence, accrued liabilities shall include a pro rata contri
bution to each Employee Benefit Plan or with respect to each such
obligation or arrangement for that portion of a plan year or
other applicable period which precedes the Closing Date, and
accrued liabilities for any portion of a plan year or other
applicable period shall be determined by multiplying the
liability for the entire such year or period by a fraction, the
numerator of which is the number of days preceding the date of
the Closing Date in such year or period and the denominator of
which is the number of days in such year or period, as the case
may be.
            There  has  been  no violation of the  reporting  and
disclosure  requirements imposed either under ERISA or  the  Code
for  which  a penalty has been or may be imposed with respect  to
any  such  Employee  Benefit Plan of  CorpBank  or  any  CorpBank
Subsidiary.  No such Employee Benefit Plan or related  trust  has
any  liability  of  any nature, accrued or contingent,  including
without  limitation  liabilities for  federal,  state,  local  or
foreign taxes, other than for routine payments to be made in  due
course to participants and beneficiaries, except as set forth  in
Schedule  3.23(c).   There is no litigation, arbitration,  claim,
governmental   or  other  proceeding  (formal  or  informal)   or
investigation  pending, or to the knowledge of  CorpBank  or  any
CorpBank  Subsidiary, threatened (or any basis therefor known  to
CorpBank  or  any CorpBank Subsidiary) with respect to  any  such
Employee  Benefit Plan or related trust or with  respect  to  any
fiduciary,  or  to  the  knowledge of CorpBank  or  any  CorpBank
Subsidiary, administrator or sponsor (in its capacity as such) of
any such Employee Benefit Plan.  No such Employee Benefit Plan or
related  trust and no obligation or arrangement is  in  violation
of,  or  in  default with respect to, any law, rule,  regulation,
order,  judgment  or  decree  nor is  CorpBank  or  any  CorpBank
Subsidiary or any such Employee Benefit Plan or any related trust
required  to  take  any  action in order to  avoid  violation  or
default.   No event has occurred or (to the knowledge of CorpBank
and  CorpBank Subsidiaries) is threatened or about to occur which
would  constitute a prohibited transaction under Section  406  of
ERISA.

           The Internal Revenue Service has issued determinative
letters to the effect that each Pension Plan (as defined in
Section 3(2) of ERISA) maintained for the employees of CorpBank
or any CorpBank Subsidiary that is intended by CorpBank to be a
qualified plan under Section 401(a) of the Code and any related
trust is an exempt trust under Section 501 of the Code.  and
nothing has occurred that would jeopardize the tax qualified
status of such Pension Plan or the tax exempt status of its
associated trust.  No event has occurred that will subject any
such Pension Plan to a material amount of tax under Section 511
of the code.  Any such Pension Plan which has engaged in a 
 26merger, consolidation with any other plan or transfer 
of assets
or liabilities from any other plan, has done so incompliance with
applicable law in all material respects.  Each such Pension Plan
has been operated in accordance with its terms.  To the best
knowledge of CorpBank and CorpBank Subsidiaries, no investigation
or review by the Internal Revenue Service is currently pending or
is contemplated in which the Internal Revenue Service has
asserted or may assert that any such Pension Plan which is
intended by CorpBank to be qualified is not qualified under
Section 401(a) of the Code or that any related trust is not
exempt under Section 501 of the Code.  No assessment of any
federal income taxes has been made or (to the knowledge of
CorpBank and CorpBank Subsidiaries) is contemplated against any
CorpBank- or any CorpBank Subsidiary-related trust or any Pension
Plan or the basis of a failure of such qualification or
exemption.  Form 5500's have been timely filed with respect to
all such Pension Plans to the extent required under applicable
law.  No event has occurred or (to the knowledge of CorpBank and
CorpBank Subsidiaries) is threatened or about to occur which
would constitute a reportable event within the meaning of Section
4043(b) of ERISA.  No notice of termination has been filed by the
plan administrator pursuant to Section 4041 of ERISA or issued by
the Pension Benefit Guaranty Corporation pursuant to Section 4042
of ERISA with respect to any such Pension Plan.

             Neither   CorpBank   nor  any  CorpBank   Subsidiary
contributes to any multi-employer Pension Plan within the meaning
of Section 3(37) of ERISA.

            Each  Pension Plan maintained by CorpBank or to which
CorpBank  contributes  has  been  amended  to  comply  with   the
requirements of the Tax Reform Act of 1986 and later  legislation
on  a timely basis and has been submitted or will be submitted to
the  Internal Revenue Service for a determination on such Pension
Plan's  qualifies status prior to the expiration of the  remedial
amendment period set forth under Section 401(b) of the Code.

            Neither CorpBank nor any CorpBank subsidiary  sponsor
or  participate in, and has not sponsored or participated in, any
employee  benefit  pension plan to which Section  4021  of  ERISA
applies  that  would  create a material amount  of  liability  to
CorpBank or any CorpBank Subsidiary under Title IV of ERISA.

            All group health plans of CorpBank have been operated
in  compliance  with the group health plan continuation  coverage
requirements  of  Section  4980B of  the  Code  in  all  material
respects, to the extent such requirements are applicable.



           Except as referred to on Schedule 3.23(a) CorpBank
does not maintain any employee benefit plan or employment
agreement pursuant to which any material benefit or other payment
will be  required to be made by CorpBank or pursuant to which any
other material benefit will accrue on or 
 27
vest in any
director, officer or employee of CorpBank, in either case solely
as a result of consummation of the transactions contemplated in
this Agreement.

       Loan Servicing Portfolio.  Except as set forth on Schedule
3.24, neither CorpBank nor any CorpBank Subsidiary services loans
owned in whole or in part by other persons.

      Filings.  Since January 1, 1994, CorpBank and each CorpBank
Subsidiary  have filed all reports, registrations and statements,
together  with  any amendments required to be made  with  respect
thereto,   that  were  required  to  be  filed   with   (a)   the
Superintendent  (b)  the Federal Reserve Bank  of  San  Francisco
("Fed")  or any Federal Reserve Bank, (c) the FDIC, and  (d)  any
other applicable federal, foreign, state or local governmental or
regulatory authorities.  Since January 1, 1990, CorpBank and each
CorpBank  Subsidiary  have  filed all required  call  reports  of
condition   and  income  with  all  appropriate  bank  regulatory
agencies.   All  such  reports,  registrations  and  filings  are
collectively  referred to as the "CorpBank  Regulatory  Filings."
Upon request by CUB and subject to applicable legal restrictions,
CorpBank  will  promptly provide to CUB all  CorpBank  Regulatory
Filings  filed  by  CorpBank  or any  CorpBank  Subsidiary  since
January  1,  1990  together with copies of any  orders  or  other
administrative  actions taken in connection  with  such  CorpBank
Regulatory  Filings.  As of their respective dates, each  of  the
past CorpBank Regulatory Filings (a) was true and complete in all
material  respects  (or  was amended so  as  to  be  so  promptly
following discovery of any discrepancy); and (b) complied in  all
material respects with all of the statutes, rules and regulations
enforced   or  promulgated  by  the  governmental  or  regulatory
authority with which it was filed (or was amended so as to be  so
promptly following discovery of any such noncompliance) and  none
contained  any untrue statement of a material fact or omitted  to
state  a material fact required to be stated therein or necessary
to  make  the  statements therein, in light of the  circumstances
under  which  they  were  made, not  misleading.   Any  financial
statement  contained in any of such Filings that was intended  to
present the financial position of the entities or entity to which
it  related  fairly  presented the  financial  position  of  such
entities  or entity and was prepared in accordance with  GAAP  or
applicable  banking regulations consistently  applied  except  as
stated therein during the periods involved.

       Powers  of  Attorney.  No material power  of  attorney  or
similar   authorization  given  by  CorpBank  or   any   CorpBank
Subsidiary  is  presently  in effect or  outstanding  other  than
powers of attorney given in the ordinary course of business  with
respect to routine matters.

      Accuracy and Current Status of Information Furnished.  The
representations and warranties made by CorpBank and CorpBank
Subsidiaries hereby or in the Schedules attached hereto contain
no statements of fact which are untrue or misleading, or omit any
material fact which is necessary under the circumstances to
prevent the statements contained herein or 
 28
in such Schedules from being misleading.  CorpBank and CorpBank
Subsidiaries hereby covenant that they shall, not later than the
15th day of each calendar month between the date hereof and the
Closing Date, amend or supplement the Schedules prepared and

delivered  pursuant  to  this  Article  3  to  ensure  that   the
information  set forth in such Schedules accurately reflects  the
then-current  status  of CorpBank and all CorpBank  Subsidiaries.
CorpBank  and  CorpBank  Subsidiaries  shall  further  amend   or
supplement  the Schedules as of the Closing Date if necessary  to
reflect any additional changes in the status of CorpBank  or  any
CorpBank Subsidiary.

       Effective  Date of Representations, Warranties,  Covenants
and  Agreements.   Each  representation, warranty,  covenant  and
agreement of CorpBank and CorpBank Subsidiaries set forth in this
Agreement shall be deemed to be made on and as of the date hereof
(unless  otherwise set forth in the Schedules hereto) and  as  of
the Closing Date.

      Sale  of Real Estate Development Subsidiary.  The  sale  of
Corporate  Investment Company by CorpBank was a sale of  all  the
outstanding shares and interests held by CorpBank in such entity.
Such  sale  was  without  recourse  and  all  representations  or
warranties  made by CorpBank in connection with such  transaction
have  been terminated.  CorpBank has no indemnity obligations  to
any  party for breaches of representations, warranties, covenants
or any agreements in connection with such sale.

         Information   furnished   by   CorpBank   and   CorpBank
Subsidiaries.   No information relating to CorpBank  or  CorpBank
Subsidiaries  furnished to CUB or Bancorp  for  the  Registration
Statement  referred to in Section 5.11, including  al  amendments
and  supplements thereto, will contain any untrue statement of  a
material  fact  or omit to state a material fact required  to  be
stated  therein  or  necessary to make the  statements  contained
therein not misleading.  In the event of any occurrence prior  to
the  effective  date  of the Registration Statement  which  would
cause  any material information relating to CorpBank or  CorpBank
subsidiaries to be untrue or misleading, CorpBank shall so notify
CUB  and  Bancorp  and shall furnish CUB and  Bancorp  with  such
information as may be necessary to correct any such deficiencies.

.  REPRESENTATIONS AND WARRANTIES OF BANCORP AND CUB

   Bancorp and CUB represent and warrant to CorpBank as follows:

      Organization, Standing and Power.  Bancorp is a corporation
duly  organized, validly existing and in good standing under  the
laws  of  the State of California and has all requisite corporate
power and authority to own, lease and operate its properties  and
assets and to carry on its business as presently conducted.   CUB
is  a  national banking association, duly organized  and  validly
existing and in good standing under the laws of the United States
of America and has all requisite corporate power and authority to
own, lease and operate its properties and assets and to carry  on
its business as presently conducted.



            Bancorp Capital Stock.  The authorized capital  stock
of  Bancorp at December 31, 1994 consisted of 20,000,000   shares
of  Bancorp Stock, without par value ("Bancorp Common Stock"), of
which   there   were  4,467,318   issued  and  outstanding,   and
10,000,000 shares of preferred stock, without par value ("Bancorp
Preferred   Stock"),  of  which  there  were  none   issued   and
outstanding.  All of the outstanding shares of Bancorp Stock  are
duly   authorized,  validly  issued  and  are  fully   paid   and
nonassessable.  When issued, Bancorp Stock to be issued  pursuant
to  the Merger will have been duly and validly authorized, issued
and outstanding and will be fully paid and nonassessable.

       Subsidiaries.  With the exception of CUB, Bancorp does not
own,  directly or indirectly (except as pledgee pursuant to loans
which  are  not in default), any equity position or other  voting
interest in any corporation, partnership, joint venture or  other
entity.  Bancorp  owns of record and beneficially  100%  of  each
class  of the outstanding capital stock of CUB free and clear  of
any  lien,  encumbrance or security interest and of  any  adverse
claim of any kind.

       California  United  Bank, National  Association.   CUB  is
authorized by the OCC to conduct a general banking business.  CUB
is  a  member of the Federal Reserve System.  CUB's deposits  are
insured by the Federal Deposit Insurance Corporation ("FDIC")  in
the  manner  and  to  the  full  extent  provided  by  law.   The
authorized  capital stock of CUB at December 31, 1994,  consisted
of  540,000 shares of CUB Common Stock, $5.00 par value, of which
there   were  472,973  issued  and  outstanding.   All   of   the
outstanding shares of CUB  Stock are validly issued,  fully  paid
and  nonassessable, except as provided for in Section 55 of Title
12 of the United States Code.

      Bancorp Reports.  Bancorp has previously furnished to
CorpBank true and complete copies of its (i) Annual Report on
Form 10-K for the years ended December 31, 1993 and 1992, (ii)
Quarterly Reports on Form 10-Q for the calendar quarters ended
March 31, June 30, and September 30, 1994, (iii) proxy statements
relating to all meetings of shareholders (whether special or
annual) during 1993 and 1994, and (iv) all other reports,
registration statements or filings made by Bancorp with the SEC
since January 1, 1993.  Bancorp will deliver to CUB true and
complete copies of its Annual  Report on Form 10-K for the year
ended December 31, 1994 within five days of  filing the same with
the SEC.  Such reports, registration statements and other
filings, together with any amendments thereof, are collectively
referred to as the "Bancorp SEC Filings".  As of their respective
dates, the Bancorp SEC Filings were (or will be when filed) in
compliance, in all material respects, with the 
 29
require ments of their respective forms and were (or will be when filed)
true and complete in all material respects and did not (or will
not when filed) contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.  The
audited financial statements and the unaudited interim financial
statements included in the Bancorp SEC Filings were (or will be)
prepared in accordance with GAAP and present (or will present)
fairly the consolidated financial position of Bancorp and its
subsidiaries as of the dates thereof and the consolidated results
of their operations and cash flow for the periods then ended,
subject, in the case of the unaudited interim financial
statements, to normal recurring adjustments.  Neither the
financial statements referred to above nor any report (including,
without limitation, Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q or Current Reports on Form 8-K), prospectus,
or any amendment or supplement thereto, filed, or to be filed,
prior to the Effective Time of the Merger with the SEC by or on
behalf of Bancorp contained (or will contain when furnished or
filed) any untrue statement of a material fact or omitted (or
will omit when furnished or filed) to state a material fact
necessary in order to make the statements contained therein not
misleading.
 30
      Bancorp's and Bancorp Subsidiaries' Authority.  The
execution and delivery by Bancorp and CUB of this Agreement and
the Agreement of Merger and, subject to the requisite approval of
the shareholder of CUB, the consummation of the transactions
contemplated hereunder or thereunder, have been duly and validly
authorized by all necessary corporate action on the part of
Bancorp and CUB, and this Agreement is, and the Agreement of
Merger will be upon due certification, execution, acknowledgment
and filing thereof in accordance with applicable law, a valid and
binding obligation of Bancorp and CUB, enforceable in accordance
with their terms, except as the enforceability hereof or thereof
may be limited by bankruptcy, insolvency, moratorium or other
similar laws affecting the rights of creditors generally and by
general equitable principles.  Except as set forth in
Schedule 4.6, neither the execution and delivery by Bancorp and
CUB of this Agreement or the Agreement of Merger, nor the
consummation of the transactions contemplated herein or therein,
nor compliance by Bancorp and CUB with the provisions hereof or
thereof, will (i) conflict with or result in a breach of any
provision of their respective Articles of Incorporation, Articles
of Association or Bylaws; (ii) constitute a breach of, or result
in a default (or give rise to any rights of termination,
cancellation or acceleration, or any right to acquire any
securities or assets) under, any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, franchise,
license, permit, agreement or other instrument or obligation to
which Bancorp CUB is a party, or by which Bancorp or CUB or any
of their respective properties or assets are bound, except where
such breach or default would not have a material adverse effect
on the consolidated financial condition, results of operations or
prospects of Bancorp; (iii) constitute a breach of, or result in
a default (or give rise to any rights of termination,
acceleration or cancellation, or any right to acquire any
securities or assets) under any material agreement to which
Bancorp or CUB  or any of their respective properties or assets
are bound; or (iv) violate any order, writ, injunction, decree,
statute, rule or regulation applicable to Bancorp or CUB.  No
consent or approval of, notice to or filing with any governmental
authority having jurisdiction over any aspect of the business or
assets of Bancorp or CUB, and except as set forth in Schedule 4.6
no consent or approval of or notice to or filing with any other
person or entity, is required in connection with the execution
and delivery by Bancorp and CUB of this Agreement or the
Agreement of Merger or the consummation by Bancorp and CUB of the
transactions contemplated hereunder or thereunder, except
approval of the Merger by the shareholder of CUB, and such
approvals as may be required by  the OCC pursuant to Sections
215a and 1828(c) of Title 12 of the United States Code or any
successor statutes ("Merger Statutes") with respect to the Bank
Merger;  such approvals as may be required by the Federal Reserve
Board with respect to the transactions contemplated herein and in
the Merger Agreement, such approvals by the Superintendent as may
be required and the declaration by the SEC and state securities
law regulatory authorities that the Registration Statement (as
 31
defined in Section 5.11) is effective and that Bancorp
Stock to be issued in connection with the Merger is qualified
under applicable state securities laws.

       Insurance.   Except as set forth in Schedule 4.7,  Bancorp
and  CUB  have, and at all times within two years of the date  of
this  Agreement  have had, in full force and effect  policies  of
insurance  and  bonds  (including, without  limitation,  bankers'
blanket  bond, fidelity coverage, director and officer liability,
fire,  third party liability, use and occupancy) with respect  to
their respective assets and businesses and against casualties and
contingencies  which  in  the judgment of  Bancorp  and  CUB  are
adequate  and  appropriate to cover their respective  assets  and
businesses and are in amounts and coverages customarily  provided
for  by  similar institutions.  Set forth in Schedule  4.7  is  a
schedule of all policies of insurance and bonds (other than title
or  credit  insurance)  carried and owned  by  Bancorp  and  CUB,
showing  the name of the insurance or bonding company, a  summary
of  the coverage, the amounts, the deductible feature, the annual
premiums and the expiration dates.  Neither Bancorp nor CUB is in
default  under any such policy of insurance or bond such that  it
could  be cancelled and all material claims thereunder have  been
filed in timely fashion.  Bancorp and CUB have filed claims  with
or  given notice of claim to their respective insurers or bonding
companies  with  respect to all material matters and  occurrences
for which they believe they have coverage.

        Registration   Statement.   The  Registration   Statement
required pursuant to Section 5.11 and any other documents  to  be
filed  with  the  OCC,  the  SEC or any regulatory  authority  in
connection  with the transactions contemplated by this  Agreement
with  respect  to all information set forth therein  relating  to
Bancorp and CUB, the Merger and in respect to this Agreement  and
the  Agreement of Merger will, at the respective times such  docu
ments  are  filed or become effective, and with  respect  to  the
Proxy  Statement, at the time of mailing to shareholders, and  at
the time of the shareholders' meeting:

           comply in all material respects with the provisions of
all  applicable regulations issued by the SEC or the OCC pursuant
to  the Securities Exchange Act of 1934, as amended ("1934 Act"),
and all other applicable laws and regulations; and

           do not contain any statement which, at the time and in
light  of  the circumstances under which it is made, is false  or
misleading with respect to any material fact or omit any material
fact  necessary in order to make the statements therein not false
or  misleading  or  necessary to correct  any  statement  in  any
earlier communication with respect to the solicitation of a proxy
for the same meeting or subject matter which have become false or
misleading.

      Books and Records.

           The minute books of Bancorp and CUB contain (i) true,
accurate and complete records of all meetings and 
 32
actions taken by the respective Boards of Directors, Board
committees and shareholders of Bancorp and CUB and (ii) true and
complete copies of their respective charter documents and bylaws
and all amendments thereto.  The books and records of Bancorp and
CUB accurately reflect in all material aspects their respective
businesses and affairs.

            Bancorp  and  CUB have records which  accurately  and
validly  reflect,  in  all  material respects,  their  respective
transactions  and accounting controls sufficient to  insure  that
such  transactions are (i) in all material respects, executed  in
accordance  with management's general or specific  authorization,
and  (ii) recorded in conformity with GAAP; such records, to  the
extent  they contain important information pertaining to  Bancorp
or CUB  which is not easily and readily available elsewhere, have
been  duplicated,  and  such duplicates  are  stored  safely  and
securely   pursuant  to  procedures  and  techniques   reasonably
adequate for companies of the sizes of Bancorp and CUB and in the
respective  businesses in which Bancorp and CUB are engaged;  and
the  data  processing  equipment,  data  transmission  equipment,
related peripheral equipment and software used by Bancorp and CUB
in  the operations of their respective businesses (including  any
disaster recovery facility) to generate and retrieve such records
are reasonably adequate for companies of the sizes of Bancorp and
CUB and in the respective businesses in which Bancorp and CUB are
engaged.

       Title to Assets.  Bancorp and CUB have good and marketable
title  to  all  material properties and assets, other  than  real
property, owned or purported to be owned by Bancorp and CUB  free
and  clear  of  all  mortgages, liens, encumbrances,  pledges  or
charges  of any kind or nature, except for (i) liens for  current
taxes  not  yet  due  and  payable; (ii) liens  incurred  in  the
ordinary  course  of business and which do not materially  impair
the  business  of Bancorp or CUB or materially detract  from  the
usefulness of the properties subject thereto; or (iii) such liens
as  are disclosed in the Bancorp Financial Statements of December
31, 1994 or in Schedule 4.10.

      Real Estate.  Schedule 4.11(a) contains a list of all real
property, including leaseholds, owned by Bancorp and CUB.  True,
correct and complete copies of all such leases are included in
Schedule 4.11(a).  Schedule 4.11(b) contains, among other things,
an accurate summary of all material commitments which Bancorp or
CUB  has to improve real estate owned by it.  Schedule 4.11(c)
contains a list of other real estate owned ("OREO") by Bancorp
and CUB.  Bancorp and CUB have good and marketable title to all
the real property and valid leasehold interests in the leaseholds
described in Schedules 4.11(a), (b) and (c), free and clear of
all mortgages, covenants, conditions, restrictions, easements,
liens, security interests, charges, claims, assessments and encum
brances, except for (i) rights of lessors, co-lessees or
sublessees in such matters which are reflected in the leases;
(ii) current taxes not yet due and payable; (iii) such as are
described in any title policies delivered pursuant to this
Section 4.11; (iv) such imperfections 
 33
of title and
encumbrances, if any, as do not in the aggregate materially and
adversely detract from the value of or materially and adversely
interfere with the present use of such property; and (v) as
described in Schedule 4.11(d).  True, correct and complete copies
of title policies for properties described in Schedules 4.11(a)
and (c) as owned by Bancorp or any Bancorp Subsidiary are
included therein.  To the best knowledge of Bancorp and CUB, the
activities of Bancorp and CUB with respect to all real property
and leaseholds owned by any of them for use in connection with
their respective operations are in all material respects
permitted and authorized by applicable zoning laws, ordinances
and regulations and all laws and regulations of any governmental
department or agency relative to environmental matters affecting
such properties, except as otherwise disclosed in
Schedule 4.11(e).  Bancorp and CUB enjoy peaceful and undisturbed
possession under all material leases to which they are parties,
and all of such leases are valid and in full force and effect.

      Legal Proceedings; Agreements with Banking Authorities.

            Except as set forth on Schedule 4.12(a), there is  no
private  or  governmental  suit, claim,  action,  arbitration  or
proceeding pending, nor any private or governmental suit,  claim,
action, arbitration or proceeding to Bancorp's or CUB's knowledge
threatened,  nor  does  Bancorp or  CUB  know  of  any  facts  or
circumstances which would form a basis for any such suit,  claim,
action,  arbitration  or proceeding against  Bancorp  or  CUB  or
against  any of their respective directors, officers or employees
relating to the performance of their duties in such capacities or
against  or  affecting  any properties of Bancorp  or  CUB  which
individually, or in the aggregate, could have a material  adverse
effect  upon  the consolidated financial condition,  business  or
results of operations of Bancorp or the transactions contemplated
hereunder.   Also, except as provided on Schedule 4.12(a),  there
are  no   judgments,  decrees,  stipulations  or  orders  against
Bancorp  or  CUB enjoining it or any of its respective directors,
officers or employees in respect of, or the effect of which is to
prohibit,  any  business  practice  or  the  acquisition  of  any
property  or  the  conduct of business  in  any  area.   Schedule
4.12(b)  contains summary reports of Bancorp's and CUB' attorneys
on  all pending litigation to which Bancorp or CUB is a party and
which  names  Bancorp  or CUB as a defendant or  cross-defendant.
Schedule  4.12(c) contains a true, correct and complete  list  of
all pending litigation in which Bancorp or CUB is a named party.

           Neither Bancorp nor CUB is a party to any agreement or
memorandum  of understanding with any federal, state  or  foreign
governmental or regulatory authority charged with the supervision
or  regulation of banks or bank holding companies or  engaged  in
the  insurance of bank deposits that restricts the conduct of its
business,  or in any manner relates to its capital adequacy,  its
credit or investment policies or its management.
 34
       Taxes.   Except  as set forth on Schedule  4.13,  (i)  all
federal  income tax returns, all state tax returns, and all  real
and  personal  property, sales, use and  other  tax  returns  and
reports  that are required by law to be filed by or on behalf  of
Bancorp or CUB have been duly prepared and filed; (ii) all  taxes
shown  to  be due and payable by Bancorp or CUB on those returns,
or  which are otherwise due and payable, whether disputed or not,
have  been  paid  or the liability therefor is reflected  in  the
Bancorp Financial Statements; (iii) Bancorp and CUB have paid  or
deposited  all taxes, tax penalties or interest owed by  them  or
which  they  are obligated to withhold and deposit  from  amounts
paid  to  any employee, creditor, depositor or third  party;  and
(iv)   Bancorp   and  CUB  have  complied  with   all   reporting
requirements  of  the  Internal  Revenue  Code  of  1986  or  its
predecessor  statutes as applicable (the "Code")  including,  but
not  limited to, obtaining taxpayer identification numbers.   The
current  status  of any audits of those returns by  the  Internal
Revenue  Service or other applicable agencies is as set forth  in
Schedule 4.13.  There are no agreements by Bancorp or CUB waiving
a  statute of limitations or extending the time for assessment or
payment of any taxes payable by any of them.

      Compliance with Laws and Regulations.

            Except as set forth on Schedule 4.14, neither Bancorp
nor  CUB  is in default under or in breach of any law, ordinance,
rule,  regulation,  order, judgment or decree  applicable  to  it
promulgated by any governmental agency having authority over  it,
where such default or breach would have a material adverse effect
on  the  consolidated financial condition, results of operations,
business or prospects of Bancorp.

            Bancorp  and  CUB have conducted their businesses  in
accordance with all applicable federal, foreign, state and  local
laws,  regulations  and  orders  including,  without  limitation,
disclosure,  usury, equal credit opportunity,  equal  employment,
fair  credit  reporting,  antitrust, licensing  and  other  laws,
regulations  and orders, and the forms, procedures and  practices
used  by  Bancorp  and  CUB  are in compliance  with  such  laws,
regulations  and  orders  except  for  such  violations  or  non-
compliance  as  will not have a material adverse  effect  on  the
consolidated financial condition, results of operations, business
or prospects of Bancorp.

      Performance of Obligations.  Except as set forth on
Schedule 4.15, Bancorp and CUB have performed in all respects all
of the obligations required to be performed by them to date and
are not in default under or in breach of any term or provision of
any covenant, contract, lease, indenture or any other covenant to
which Bancorp or CUB is a party or is subject or is otherwise
bound, and no event has occurred which, with the giving of notice
or the passage of time or both, would constitute such default or
breach, where such default or breach would have a material
adverse effect on the consolidated financial condition, results
of operations, business or prospects of Bancorp.  No 
 35party with whom Bancorp or CUB has an agreement which is
material to the consolidated financial condition, results of
operations or prospects of Bancorp is in default thereunder,
except for certain loans made by the Bank which have been
identified to Bancorp and CUB.

       Employees.  Except as set forth in Schedule 4.16(a), there
are  no  understandings  for the employment  of  any  officer  or
employee of Bancorp or CUB which are not terminable by Bancorp or
CUB  without liability on not more than 30 days' notice.   Except
as   set  forth  in  Schedule  4.16(b),  there  are  no  material
controversies  pending or threatened between (i) Bancorp  or  CUB
and  (ii) any of their respective employees.  Except as disclosed
in  the Bancorp Financial Statements at December 31, 1994  or  on
Schedule 4.16(c), all material sums due for employee compensation
and  benefits have been duly and adequately paid or provided  for
and  all  deferred  compensation obligations  are  fully  funded.
Neither  Bancorp nor CUB is a party to any collective  bargaining
agreement  with respect to any of their respective  employees  or
any  labor organization to which their employees or any  of  them
belong.   Except as set forth on Schedule 4.16(c),  no  director,
officer or employee of Bancorp or CUB is entitled to receive  any
payment  of  any amount under any existing employment  agreement,
severance  plan  or  other  benefit  plan  as  a  result  of  the
consummation of any transaction contemplated by this Agreement.

      Brokers and Finders.  Neither Bancorp nor CUB is a party to
any  agreement  with  any  investment banker,  broker  or  finder
relating to the transactions contemplated hereby, and neither the
execution  of  this  Agreement  nor  the  consummation   of   the
transactions provided for or contemplated herein will  result  in
any  liability to any such investment banker, broker  or  finder.
Bancorp  agrees to indemnify and hold CorpBank harmless from  and
against  any  and  all  claims, liabilities or  obligations  with
respect  to  any  fees, commissions or expenses asserted  by  any
person  on  the  basis  of  any  act,  statement,  agreement   or
commitment  alleged to have been made by Bancorp or CUB  relating
to the employment of any such investment broker, broker or finder
relating  to  the execution of this Agreement or the consummation
of the transactions contemplated hereby.

       Material Contracts.  Except as set forth on Schedule  4.18
or  excepted  below, neither Bancorp nor CUB is a  party  to  any
material contract, agreement, understanding, commitment or offer,
whether written or oral, which may become a binding obligation if
accepted  by  another  person (collectively  referred  to  as  an
"Understanding") including the following:

           Any loan, letter of credit, pledge, security
agreement, lease (excluding transactions in the ordinary course
of the banking business and leases of real property listed on
Schedule 4.11(a)), guarantee, commitment or subordination
agreement or other similar or related type of Understanding as to
 36
which Bancorp or CUB is a debtor, pledgor, lessee or obligor;

           Any Understanding dealing with advertising, brokerage,
licensing,  dealership,  representative or  agency  relationships
providing for an aggregate annual payment in excess of $25,000;

            Any  profit-sharing, group insurance, bonus, deferred
compensation, stock option, severance pay, pension, retirement or
other employee benefit plan;

           Any written correspondent banking contracts;

            Any Understanding (other than this Agreement) for the
sale of their respective assets other than in the ordinary course
of  business  or  for  the  grant of any  preferential  right  to
purchase any of their respective assets, properties or rights, or
any  Understanding which requires the consent of any third  party
to  the  transfer  and  assignment of any assets,  properties  or
rights.   For purposes of this provisions sales of CUB's mortgage
servicing  portfolio shall be considered to be  in  the  ordinary
course of business;

           Any Understanding which provides for an annual payment
in  excess  of  $250,000 in the aggregate to  purchase,  sell  or
provide services, materials, supplies, merchandise, facilities or
equipment and which is not terminable without penalty on not more
than 30 days' notice;

            Any Understanding for any one capital expenditure  or
series  of  capital expenditures which is in excess  of  $200,000
individually or $500,000 in the aggregate;

           Any Understanding to make, renew or extend the term of
a loan (not fully disbursed or funded as of December 31, 1994) to
any  person or to any affiliate of such person, which undisbursed
or   unfunded  amounts,  when  aggregated  with  all  outstanding
indebtedness  of such person or any affiliate of such  person  to
Bancorp  or  CUB, would exceed $2,500,000.  The term "person"  as
used  herein  and  throughout  this  Agreement  shall  mean   any
individual, corporation, association, partnership, joint  venture
or  other entity or any government or governmental department  or
agency.  The term "affiliate of" or a person "affiliated with"  a
specific  person  as  used herein and throughout  this  Agreement
shall  mean a person that directly or indirectly through  one  or
more  intermediaries controls or is controlled by or under common
control with the persons specified;

            Any  Understanding  of any kind, except  for  deposit
relationships, and overdraft lines of credit or credit cards  not
exceeding  $25,000 individually, with any director or officer  of
Bancorp  or  CUB  or  with any affiliate or  any  member  of  the
immediate  family  of  any such director or  officer.   The  term
"immediate  family" as used herein and throughout this  Agreement
shall  mean  a  person's spouse, parents, in-laws,  children  and
siblings;
 37
           Any Understanding which would be terminable other than
by  Bancorp  or  CUB  as  a  result of the  consummation  of  the
transactions contemplated by this Agreement;

            Any contract of participation with any other bank  in
any   loan   entered  into  by  Bancorp  or  CUB  subsequent   to
December 31, 1994 in excess of $2,500,000 or any sales of  assets
of  Bancorp  or CUB with recourse of any kind to Bancorp  or  CUB
except  the  sale of mortgage loans, servicing rights, repurchase
or  reverse repurchase agreements, securities or other  financial
transactions in the ordinary course of business;

            Any  Understanding of any kind that binds Bancorp  or
CUB and contains a covenant not to compete; or

            Any Understanding not otherwise disclosed or excepted
pursuant  to  this  Section  4.18  which  is  material   to   the
consolidated  financial condition, results of operations,  assets
or business of Bancorp.

    True  and  correct copies of all documents  relating  to  the
foregoing Understandings are attached as Schedule 4.18.

       Absence  of  Certain  Changes.  Except  as  set  forth  on
Schedule 4.19, since December 31, 1994 the businesses of  Bancorp
and  CUB  have been conducted diligently and only in the ordinary
course,  in the same manner as theretofore conducted,  and  there
has not been any:

            Material adverse change in, or development  which  is
likely  to result in a material adverse change in or affect,  the
business,     prospects,    financial    position,    management,
shareholders'  equity or results of operations of  Bancorp  on  a
consolidated basis;

            Damage,  destruction or loss to property (whether  or
not  covered by insurance) individually or in the aggregate  that
materially   and  adversely  affects  the  financial   condition,
property,  business  or prospects of Bancorp  on  a  consolidated
basis;
           Material contract, agreement, license or understanding
which Bancorp or CUB has entered into or to which Bancorp or  CUB
is a party which has been terminated or amended other than in the
ordinary course of business;

           Capital expenditure exceeding $200,000 individually or
$500,000 in the aggregate;

            Labor  trouble, dispute or problem of  any  character
involving  employees having a material adverse  effect  upon  the
financial  condition, property, business or prospects of  Bancorp
on a consolidated basis;

           Change in accounting policies or practices;
 38
            Material  revaluation by Bancorp  on  a  consolidated
basis of any of its assets except as required by GAAP;

            Increase in the salary schedule, compensation,  rate,
fees  or commissions, or the declaration, payment, commitment  or
obligation of any kind directly or indirectly through the payment
by  Bancorp or CUB of a bonus or other additional salary,  compen
sation,  fee  or commission to any person, except for  additional
sums  for  increases paid in accordance with employment contracts
disclosed  in  Schedule 4.18 or paid in the  ordinary  course  of
business  in  a  manner  consistent  with  past  practice  (which
provides for annual performance reviews during the first  quarter
of  each  year  and  which may result in salary increases  and/or
bonuses at such time);

            Sale,  assignment or transfer of any asset of Bancorp
or CUB except in the usual and ordinary course of business;

            Mortgage,  pledge  or encumbrance  of  any  asset  of
Bancorp or CUB other than liens for taxes not yet due, pledges or
security  interests given in connection with  the  acceptance  of
repurchase agreements or government deposits;

            Waiver or release of any right or claim of Bancorp or
CUB except in the usual and ordinary course of business; or

            Declaration, setting aside or payment of any dividend
or  distribution with respect to Bancorp Stock, or the  stock  of
Bancorp or the issuance of any shares of, or options to purchase,
Bancorp  Stock,  or  any  other  securities  of  Bancorp  or  any
securities  of  Bancorp with the exception of a  $.02  per  share
dividend  to Bancorp shareholders declared February 28,  1995,  a
$90,000  dividend to the shareholder of CUB declared February  6,
1995 and the issuance of stock options to employees and directors
and  set forth in respective stock option plans and in accordance
with the ordinary conduct of their respective businesses.

       Licenses  and Permits.  Bancorp and CUB have all  licenses
and  permits  which  are  necessary  for  the  conduct  of  their
respective  businesses and such licenses are in  full  force  and
effect.  The properties and operations of Bancorp and CUB are and
have been maintained and conducted, in all material respects,  in
compliance with all applicable laws and regulations.

      Undisclosed Liabilities.  Neither Bancorp nor CUB have any
liabilities or obligations, either accrued or contingent, which
are material to Bancorp on a consolidated basis and which have
not been either (i) reflected or disclosed in the Bancorp
Financial Statements as of December 31, 1994; (ii) incurred sub
sequent to December 31, 1994 in the ordinary course of business;
or (iii) disclosed in Schedule 4.21.  Bancorp knows of no basis
for the assertion against it or CUB of any liability, obligation
or claim (including, without limitation, 
 39
that of any
regulatory authority) that might result in or cause material
adverse change in the consolidated financial condition, results
of operations or prospects of Bancorp which is not fairly
reflected in the Bancorp Financial Statements or otherwise
disclosed in the Schedules to this Agreement.

       Loans  and  Investments.   All loans  and  investments  of
Bancorp  and  CUB are in all material respects legal, enforceable
and authorized under applicable federal and state laws and regula
tions  except  as the enforceability thereof may  be  limited  by
bankruptcy,   insolvency,  moratorium  or  other   similar   laws
affecting  the  rights  of  creditors generally  and  by  general
equitable principles.  Except as set forth in Schedule  4.22,  no
loans or investments held by Bancorp or CUB are, at December  31,
1994 (i) more than 90 days past due with respect to any scheduled
payment  of  principal  or interest; (ii) classified  as  "loss,"
"doubtful,"  "substandard," "special mention" or "criticized"  by
federal  banking regulators; or (iii) on a non-accrual status  in
accordance with Bancorp and CUB' loan review procedures.  None of
such  investments  are  subject to any restriction,  contractual,
statutory  or other, that would materially impair the ability  of
the  entity holding such investment to dispose freely of any such
investment  at  any  time,  except  restrictions  on  the  public
distribution or transfer of such investments under the Securities
Act  of  1933, as amended ("Securities Act"), and the regulations
thereunder, or state securities laws.

      Employee Benefit Plans.

            Neither Bancorp nor CUB has, or contributes  to,  any
pension,  profit-sharing, option, other incentive  plan,  or  any
other  type of Employee Benefit Plan (as defined in Section  3(3)
of the Employee Retirement Income Security Act of 1974 ("ERISA"),
or has any obligation or customary arrangement with employees for
bonuses,   incentive  compensation,  vacations,  severance   pay,
insurance,  or  other benefits, except as set forth  in  Schedule
4.23(a).   Attached  as  Schedule 4.23(b) are  true  and  correct
copies  signed by the Chief Executive Officer and Chief Financial
Officer of Bancorp of all documents evidencing plans, obligations
or  arrangements  referred to in Schedule 4.23(a)  (or  true  and
correct   written  summaries  as  initialled   of   such   plans,
obligations  or  arrangements  to the  extent  not  evidenced  by
documents)   and  true  and  correct  copies  of  all   documents
evidencing trusts related to any such plans.

           There has been no material violation of the reporting
and disclosure requirements imposed either under ERISA or the
Code for which a material penalty has been or may be imposed with
respect to any such Employee Benefit Plan of Bancorp or CUB.  No
such Employee Benefit Plan or related trust has any material
liability of any nature, accrued or contingent, including without
limitation liabilities for federal, state, local or foreign
taxes, other than for routine payments to be made in due course
to participants and beneficiaries, except as set forth in
Schedule 4.23(c).  There is no litigation, arbitration, claim,
governmental or other proceeding (formal or 
 40
informal) or
investigation pending, or to the knowledge of Bancorp or CUB,
threatened (or any basis therefor known to Bancorp or CUB) with
respect to any such Employee Benefit Plan or related trust or
with respect to any fiduciary, or to the knowledge of Bancorp or
CUB, administrator or sponsor (in its capacity as such) of any
such Employee Benefit Plan.  No such Employee Benefit Plan or
related trust and no obligation or arrangement is in material
violation of, or in default with respect to, any law, rule,
regulation, order, judgment or decree nor is Bancorp or CUB or
any such Employee Benefit Plan or any related trust required to
take any action in order to avoid violation or default.  No event
has occurred or (to the knowledge of Bancorp and CUB) is
threatened or about to occur which would constitute a prohibited
transaction under Section 406 of ERISA.

            The Internal Revenue Service has issued determinative
letters  to  the  effect that each Pension Plan  (as  defined  in
Section 3(2) of ERISA) maintained for the employees of Bancorp or
CUB  that  is  intended by Bancorp to be a qualified  plan  under
Section  401(a) of the Code and any related trust  is  an  exempt
trust under Section 501 of the Code.  Each such Pension Plan  has
been  operated materially in accordance with its terms.   To  the
best knowledge of Bancorp and CUB, no investigation or review  by
the   Internal  Revenue  Service  is  currently  pending  or   is
contemplated  in which the Internal Revenue Service has  asserted
or  may  assert that any such Pension Plan which is  intended  by
Bancorp to be qualified is not qualified under Section 401(a)  of
the  Code  or that any related trust is not exempt under  Section
501  of the Code.  No assessment of any federal income taxes  has
been   made  or  (to  the  knowledge  of  Bancorp  and  CUB)   is
contemplated  against any Bancorp- or CUB-related  trust  or  any
Pension  Plan or the basis of a failure of such qualification  or
exemption.   Form 5500's have been timely filed with  respect  to
all  such  Pension Plans to the extent required under  applicable
law.   No event has occurred or (to the knowledge of Bancorp  and
CUB)  is  threatened or about to occur which would  constitute  a
reportable event within the meaning of Section 4043(b) of  ERISA.
No notice of termination has been filed by the plan administrator
pursuant  to  Section  4041 of ERISA or  issued  by  the  Pension
Benefit  Guaranty Corporation pursuant to Section 4042  of  ERISA
with respect to any such Pension Plan.

            Neither  Bancorp nor CUB contributes  to  any  multi-
employer  Pension  Plan within the meaning of  Section  3(37)  of
ERISA.

      Loan Servicing Portfolio.  Except as set forth on Schedule
4.24, neither Bancorp nor CUB services loans owned in 
 41
whole or in part by other persons.

       Filings.   Since January 1, 1993, Bancorp  and  CUB   have
filed  all  reports, registrations and statements, together  with
any  amendments  required to be made with respect  thereto,  that
were  required to be filed with (a) the Office of the Comptroller
of  the  Currency (b) the Federal Reserve Bank of  San  Francisco
("Fed")  or  any  Federal Reserve Bank, (c) the  FDIC,   (d)  the
Securities  and Exchange Commission and; (e) any other applicable
federal,  foreign,  state  or  local governmental  or  regulatory
authorities.   Since January 1, 1990, Bancorp  and  each  Bancorp
Subsidiary have filed all required call reports of condition  and
income  with  all  appropriate  regulatory  agencies.   All  such
reports,  registrations and filings are collectively referred  to
as  the  "Bancorp Regulatory Filings."  Upon request by  CorpBank
and  subject  to  applicable  legal  restrictions,  Bancorp  will
promptly provide to CorpBank all Bancorp Regulatory Filings filed
by  Bancorp or CUB since January 1, 1990 together with copies  of
any  orders  or other administrative actions taken in  connection
with  such  Bancorp Regulatory Filings.  As of  their  respective
dates,  each of the past Bancorp Regulatory Filings (a) was  true
and complete in all material respects (or was amended so as to be
so  promptly  following  discovery of any discrepancy);  and  (b)
complied in all material respects with all of the statutes, rules
and  regulations  enforced or promulgated by the governmental  or
regulatory  authority with which it was filed (or was amended  so
as   to   be   so  promptly  following  discovery  of  any   such
noncompliance)  and  none contained any  untrue  statement  of  a
material fact or omitted to state a material fact required to  be
stated  therein or necessary to make the statements  therein,  in
light  of  the  circumstances under which  they  were  made,  not
misleading.   Any financial statement contained in  any  of  such
Filings  that was intended to present the financial  position  of
the  entities or entity to which it related fairly presented  the
financial position of such entities or entity and was prepared in
accordance   with   GAAP   or  applicable   banking   regulations
consistently applied except as stated therein during the  periods
involved.

       Powers  of  Attorney.  No material power  of  attorney  or
similar  authorization given by Bancorp or CUB  is  presently  in
effect or outstanding other than powers of attorney given in  the
ordinary course of business with respect to routine matters.

      Accuracy and Current Status of Information Furnished.  The
representations and warranties made by Bancorp and CUB hereby or
in the Schedules attached hereto contain no statements of fact
which are untrue or misleading, or omit any material fact which
is necessary under the circumstances to prevent the statements
contained herein or in such Schedules from being misleading.
Bancorp and CUB hereby covenant that they shall, not later than
the 15th day of each calendar quarter between the date hereof and
the Closing Date, amend or supplement the Schedules prepared and
delivered pursuant to this Article 4 to ensure that the
information set forth in such Schedules 
 42
accurately
reflects the then-current status of Bancorp and CUB.  Bancorp and
CUB shall further amend or supplement the Schedules as of the
Closing Date if necessary to reflect any additional changes in
the status of Bancorp or CUB.

       Effective  Date of Representations, Warranties,  Covenants
and  Agreements.   Each  representation, warranty,  covenant  and
agreement of Bancorp and CUB set forth in this Agreement shall be
deemed  to be made on and as of the date hereof (unless otherwise
set forth in the Schedules hereto) and as of the Closing Date.

      Bancorp's and CUB's Authority.  The execution and delivery
by Bancorp and CUB of this Agreement and the Agreement of Merger
and the consummation of the transactions contemplated hereunder
or thereunder have been duly and validly authorized by all
necessary corporate action on the part of Bancorp and CUB, and
this Agreement is, and the Agreement of Merger will be upon due
certification, execution, acknowledgment and filing thereof in
accordance with applicable provisions of the National Banking Act
and the Bank Merger Act, a valid and binding obligation of
Bancorp and CUB, enforceable in accordance with their terms,
except as  the enforceability hereof or thereof may be limited by
bankruptcy, insolvency, moratorium or other similar laws
affecting the rights of creditors generally and by general
equitable principles.  Except as set forth in Schedule 4.29,
neither the execution and delivery by Bancorp and CUB of this
Agreement or the Agreement of Merger, nor the consummation of the
transactions contemplated herein or therein, nor compliance by
Bancorp and CUB with the provisions hereof or thereof, will
(i) conflict with or result in a breach of any provision of their
respective Certificates of Incorporation, Certificate of
Association or Bylaws; (ii) constitute a breach of, or result in
a default (or give rise to any rights of termination,
cancellation or acceleration, or any right to acquire any
securities or assets) under, any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, franchise,
license, permit, agreement or other instrument or obligation to
which Bancorp or CUB is a party, or by which Bancorp or CUB or
any of their properties or assets is bound; or (iii) violate any
order, writ, injunction, decree, statute, rule or regulation
applicable to Bancorp or CUB.  No consent or approval of, notice
to or filing with any governmental authority having jurisdiction
over any aspect of the business or assets of Bancorp or CUB, and
no consent or approval of or notice to any other person or
entity, is required in connection with the execution and delivery
by Bancorp and CUB of this Agreement or the Agreement of Merger
or the consummation by Bancorp and CUB of the transactions
contemplated hereunder or thereunder, except such approvals as
may be required by Bancorp as the sole shareholder of Bank;  the
Fed pursuant to the applicable requirements of the BHCA; the OCC
pursuant to the Merger Statutes with respect to the Merger (as
defined in Section 5.11); the filing of the Agreement of Merger
with the OCC; and the declaration by the SEC and state securities
law regulatory authorities that the Registration Statement (as

 43
defined in Section 5.8) is effective and that Bancorp
Stock to be issued in connection with the Merger is qualified
under applicable state securities law.


       No  Material  Change.  There has been no material  adverse
change  in  the  financial  condition, results  of  operation  or
prospects of Bancorp since December 31, 1994.  There are no facts
or   circumstances  that,  individually  or  in  the   aggregate,
materially and adversely has affected or is so affecting, or, may
reasonably  be  expected in the future to  affect  the  financial
condition  or results of operations or prospects of Bancorp  that
have  not  been  disclosed in the Bancorp SEC Filings,  excluding
changes  in  laws  or  regulations or economic  conditions  which
affect banking institutions generally.

      Accuracy of Information Furnished.  The representations and
warranties made by Bancorp and CUB hereunder or in the  Schedules
hereto contain no material statements of fact which are untrue or
misleading,  or  omit any material fact which is necessary  under
the  circumstances to prevent the statements contained herein  or
in such Schedules from being misleading.

        Registration   Statement.   The  Registration   Statement
required  pursuant to Section 5.8 and any other documents  to  be
filed with the SEC or any regulatory authority in connection with
the  transactions contemplated by this Agreement with respect  to
all information set forth therein relating to Bancorp, the Merger
and  in  respect  to this Agreement and the Agreement  of  Merger
will,  at the respective times such documents are filed or become
effective:

           comply in all material respects with the provisions of
the  Securities Act and the regulations thereunder, and all other
applicable laws and regulations; and

            (except  with  regard  to  information  furnished  by
CorpBank) not contain any untrue statement of a material fact and
will  not  omit to state any material fact required to be  stated
therein or necessary to make the statements therein, in light  of
the circumstances under which they were made, not misleading.

      Information Furnished by Bancorp and CUB.  No information
relating to Bancorp or CUB furnished to CorpBank  by Bancorp and
CUB for inclusion in the Proxy Statement or the applications
referred to in Section 5.11, including all amendments and
supplements thereto, will contain any untrue statement of a
material fact or omit to state a material fact required to be
stated therein or necessary to make the statements contained
therein not misleading.  In the event of any occurrence prior to
the CorpBank shareholders' meeting which would cause any material
information relating to Bancorp and CUB included in the Proxy
Statement to be untrue or misleading, Bancorp or CUB shall so
notify CorpBank and shall furnish CorpBank such information as
 44
may be necessary to correct any such deficiencies.

                                
                                
                                
                                
                                                        ARTICLE
                CONDUCT AND TRANSACTIONS PRIOR TO

                    EFFECTIVE TIME OF MERGER

      Access.

       (a)   Bancorp  and CUB  and CorpBank, respectively,  shall
have the right, on reasonable notice and during ordinary business
hours, to examine through their agents, auditors or attorneys all
of  the  books,  records and properties of the respective  party,
including,  but not limited to, all loan, investment, accounting,
property and legal records and files.  Such examination shall  be
made  in  a manner that will not unreasonably interfere with  the
conduct of the business.  CUB and CorpBank shall provide adequate
space  and facilities, to the end that such examination shall  be
completed expeditiously, completely and accurately.  All  parties
shall retain in strict confidence all information gained thereby,
and  shall not reveal it to anyone except as may be necessary for
the  accomplishment of the purposes of such examination  and  the
consummation  of the transactions provided for  hereby.   In  the
event  the Merger provided for hereby is not consummated for  any
reason,  Bancorp and CUB and CorpBank, respectively,  shall  not,
directly  or  indirectly: (i) utilize for their own  benefit  any
Proprietary Information (as hereinafter defined) or (ii) disclose
to  any  person  any  Proprietary  Information,  except  as  such
disclosure  may be required in connection with this Agreement  or
by  law.   "Proprietary Information" shall mean all  confidential
business  information concerning the pricing, costs, profits  and
plans for the future development of any party's  business and the
identity,  requirements, preferences, practices  and  methods  of
doing  business of specific customers of any party  or  otherwise
relating  to  the business and affairs of any party,  other  than
information which (i) was lawfully in the possession of  a  party
prior to January 1, 1994; (ii) is obtained by any party after the
date hereof from a source other than a party hereto not under  an
obligation  of confidentiality; or (iii) is in the public  domain
when  received or thereafter enters the public domain through  no
action  of  the  other party.  In the event  the  Merger  is  not
consummated for any reason, each party shall return to the  other
all  copies,  notes and records obtained in the  course  of  such
examination.

      (b)  CorpBank agrees that on and after the date that all
requisite regulatory approvals are obtained, CUB, acting through
its agents, employees and representatives, may, at CUB's option
and at CUB's own expense, on notice to CorpBank and in a manner
reasonably calculated to avoid undue interruption of any
operations of CorpBank, have reasonable access to the premises of
 45
the Bank for the purposes of (i) training CorpBank's
employees in the procedures, techniques, methods or other banking
practices of CUB; (ii) (subject to CUB's obligation to bear the
expense of removal and restoration should this Agreement be
terminated) installing telecommunications equipment, lines and
facilities, including, without limitation, telephones, branch
terminal systems and telecopiers; and (iii) (subject to CUB's
obligation to bear the expense of removal and restoration should
this Agreement be terminated) installing automated teller
machines and comparable customer service equipment.

      Limitation on Conduct of CorpBank and CorpBank Subsidiaries
Prior to Closing.  Between the date hereof and the Effective Time
of the Merger:

            CorpBank agrees to conduct its business and to  cause
the  CorpBank Subsidiaries to conduct their respective businesses
only  in  the normal and customary manner and in accordance  with
sound  business  practices  and  with  respect  to  CorpBank,  in
accordance with safe and sound banking practices;

            CorpBank shall not, without the prior written consent
of  CUB  and  Bancorp  (which consent shall not  be  unreasonably
withheld and which consent shall be deemed granted if within five
(5)  business days of receipt of notice by CUB written notice  of
objection  is not received by CorpBank) take any of the following
actions  or  allow any CorpBank Subsidiary to  take  any  of  the
following actions:

               carry on its business except in substantially  the
  same  manner  as  heretofore conducted  or  introduce  any  new
  method  of  management or operation in respect of its  business
  and  properties,  except  in  a manner  consistent  with  prior
  practice and in the ordinary course of business;

                amend,  modify,  or,  except  as  they   may   be
  terminated  in  accordance  with  their  terms,  terminate  any
  Understanding or materially default in the performance  of  any
  of  its  obligations under any Understanding where such  action
  would  have  a  material  adverse effect  on  the  consolidated
  financial  condition,  results of operations  or  prospects  of
  CorpBank;

                terminate  or  unilaterally  fail  to  renew  any
  existing insurance or bonding coverage;

               amend,  modify,  terminate or  fail  to  renew  or
  preserve   its   business   organization,   material    rights,
  franchises,  permits  and licenses, or take  any  action  which
  would  jeopardize  the  continuance  of  the  goodwill  of  its
  customers  where  such  action would have  a  material  adverse
  effect  on  the  consolidated financial condition,  results  of
  operations or prospects of CorpBank;

              enter into any Understanding, except (A) deposits
  incurred, and short-term debt securities 
   46
  (obligations
  maturing within one year) issued, in the ordinary course of
  business and consistent with prior practice, and liabilities
  arising out of, incurred in connection with, or related to the
  consummation of this Agreement, (B) commitments to make loans
  or other extensions of credit in compliance with clauses (vii)
  or (xii) of this subsection (b) and (C) loan sales in the
  ordinary course of business, without any recourse except to a
  reserve account funded by an interest rate spread otherwise
  payable to the servicer of the loans sold, provided that no
  commitment to sell loans shall extend beyond the Effective
  Time of the Merger;
                enter  into any new leases (regardless of  dollar
  amount)  or  contracts requiring annual payments of  more  than
  $1,000, or having a term in excess of six months without  prior
  approval  of  CUB,  which approval shall  not  be  unreasonably
  withheld  or  enter  into  any leases  or  contracts  requiring
  annual  payments  of  more than $10,000,  which  are  not  new,
  without the prior approval of CUB, which approval shall not  be
  unreasonably withheld;

               make  any  loan or other extension of  credit,  or
  enter  into any commitment to make any loan or other  extension
  of  credit or enter into any agreement, with or to any CorpBank
  or  CorpBank  Subsidiary director, officer or  employee  or  5%
  shareholder,  except  in accordance with existing  practice  or
  policy;

               except   as  required  by any  existing  contract,
  grant  any general or uniform increase in the rates of  pay  of
  employees  or  employee benefits or any increase in  salary  or
  employee benefits of any officer, employee or agent or pay  any
  bonus to any person;

               sell,  transfer, mortgage, encumber  or  otherwise
  dispose  of  any  assets  or  any  liabilities  except  in  the
  ordinary  course of business and consistent with prior practice
  or  as  required  by  any  existing contract  or  for  ordinary
  repairs,  renewals or replacements or as contemplated  by  this
  Agreement;

               except  pursuant  to the exercise  of  outstanding
  stock  options, issue, sell, redeem or acquire  for  value,  or
  agree  to  do  so,  any debt securities or any  shares  of  the
  capital  stock  or  other  ownership interests,  or  securities
  convertible  into  or  options, rights or warrants  exercisable
  for  such  shares  or interests, of CorpBank  or  any  CorpBank
  Subsidiary  or  declare, issue or pay  any  dividend  or  other
  distribution  of assets, whether consisting of money,  CorpBank
  Stock, CorpBank Preferred Stock, other personal property,  real
  property  or  other things of value, to CorpBank's shareholders
  or  with respect to the Bank's stock or the stock of any  other
  CorpBank  Subsidiary that is not directly or indirectly  wholly
  owned  by  CorpBank, or split, subdivide combine or  reclassify
  any shares of its stock or other equity security;
 47
              change or amend its charter documents or bylaws;

               make  its  credit underwriting policies, standards
  or  practices  relating  to  the  making  of  loans  and  other
  extensions  of credit, or commitments to make loans  and  other
  extensions  of credit, less stringent than those in  effect  on
  December 31, 1994;

               make any capital expenditures, or commitments with
  respect  thereto,  except  those  in  the  ordinary  course  of
  business which do not exceed $5,000 individually or $10,000  in
  aggregate;

            make  special or extraordinary payments to any person
  or  enter into any agreement which could result in such special
  or  extraordinary payments other than $10,000 payments  to each
  of   the  President and Chief Financial Officer of CorpBank  as
  of  the  Closing, or as contemplated, or as disclosed, in  this
  Agreement as of the date hereof;

               except for transactions in the ordinary course  of
  business, make any material investments, by purchase  of  stock
  or  securities,  contributions to capital, property  transfers,
  purchases of any property or assets or otherwise, in any  other
  individual, corporation or other entity;

               compromise  or  otherwise  settle  or  adjust  any
  assertion  or  claim  of  a deficiency in  taxes  (or  interest
  thereon  or  penalties  in connection therewith)  or  file  any
  appeal  from an asserted deficiency except in a form previously
  approved  by  CUB  in  writing or file or  amend  any  federal,
  foreign  or state tax return or report or make any tax election
  or  change  any method or period of accounting unless  required
  by GAAP or applicable law;

             except  as contemplated in this Agreement, terminate
  any  plan  or enter into any new employment agreement or  other
  employee   benefit  arrangement,  or  modify   any   employment
  agreement  or other employee benefit arrangement in  effect  on
  the  date  of this Agreement to which CorpBank or any  CorpBank
  Subsidiary is a party; or

            agree  to  take or make any commitment  to  take  any
  actions prohibited by this Section 5.2.

       Limitation on Conduct of Bancorp and CUB Prior to Closing.
Between the date hereof and the Effective Time of the Merger:

            Bancorp  agrees to conduct its business and to  cause
the  Bancorp Subsidiaries to conduct their respective  businesses
only  in  the normal and customary manner and in accordance  with
sound  business  practices  and  with  respect  to  the  CUB,  in
accordance with safe and sound banking practices;
 48
            Bancorp shall not, without the prior written  consent
of CorpBank (which consent shall not be unreasonably withheld and
which  consent  shall  be  deemed  granted  if  within  five  (5)
business days of receipt of notice by  CorpBank written notice of
objection  is not received by Bancorp) take any of the  following
actions  or  allow  any Bancorp Subsidiary to  take  any  of  the
following actions:

               carry on its business except in substantially  the
  same  manner  as  heretofore conducted  or  introduce  any  new
  method  of  management or operation in respect of its  business
  and  properties,  except  in  a manner  consistent  with  prior
  practice    and   in   the   ordinary   course   of   business.
  Notwithstanding this provision, CUB has received  OCC  approval
  to  establish branch offices on the present site  of  its  loan
  production  offices in Industry, Oxnard and  Gardena,  and  CUB
  will  establish  such  branch  offices  or  may  relocate  such
  offices.   Further, acquisition of additional  banking  offices
  or  banking assets shall be deemed to be in the ordinary course
  of business;

                amend,  modify,  or,  except  as  they   may   be
  terminated  in  accordance  with  their  terms,  terminate  any
  Understanding or materially default in the performance  of  any
  of  its  obligations under any Understanding where such  action
  would  have  a  material  adverse effect  on  the  consolidated
  financial  condition,  results of operations  or  prospects  of
  Bancorp;

                terminate  or  unilaterally  fail  to  renew  any
  existing  insurance  or  bonding coverage,  providing  however,
  that  CUB  may  change carriers and coverage  relative  to  any
  insurance  or  bonding coverage, and no notice  need  be  given
  unless  the  amount of coverage is materially  less  than  that
  held by CUB at the date of this Agreement;

               amend,  modify,  terminate or  fail  to  renew  or
  preserve   its   business   organization,   material    rights,
  franchises,  permits  and licenses, or take  any  action  which
  would  jeopardize  the  continuance  of  the  goodwill  of  its
  customers  where  such  action would have  a  material  adverse
  effect  on  the  consolidated financial condition,  results  of
  operations or prospects of Bancorp;

               make  any  loan or other extension of  credit,  or
  enter  into any commitment to make any loan or other  extension
  of  credit, to any Bancorp or CUB Subsidiary director,  officer
  or  employee  or  5%  shareholder, except  in  accordance  with
  existing practice or policy;

              except in the ordinary course of business and
  consistent with prior practice or as required by any existing
  contract, grant any general or uniform increase in the rates
  of pay of employees or employee benefits or any increase in
  salary or employee benefits of any officer, 
   49
  employee or agent or pay any bonus to any person;

             sell,  transfer,  mortgage,  encumber  or  otherwise
  dispose  of  any  assets  or  any  liabilities  except  in  the
  ordinary  course of business and consistent with prior practice
  or  as  required  by  any  existing contract  or  for  ordinary
  repairs,  renewals or replacements or as contemplated  by  this
  Agreement;

               make any capital expenditures, or commitments with
  respect  thereto,  except  those  in  the  ordinary  course  of
  business  which do not exceed $200,000 individually or $500,000
  in aggregate;

            make  special or extraordinary payments to any person
  other  than as contemplated, or as disclosed, in this Agreement
  as  of  the  date hereof, except that CUB may make payments  in
  connection  with  settlement of certain legal  actions  against
  CUB related to Property Mortgage Co.;

               compromise  or  otherwise  settle  or  adjust  any
  material  assertion or claim of a material deficiency in  taxes
  (or  interest thereon or penalties in connection therewith)  or
  file  any appeal from an asserted deficiency except in  a  form
  previously  approved by CorpBank in writing or  file  or  amend
  any  federal, foreign or state tax return or report or make any
  tax  election  or  change any method or  period  of  accounting
  unless required by GAAP or applicable law; or

            agree  to  take or make any commitment  to  take  any
  actions prohibited by this Section 5.3.

      Certain Loans and Other Extensions of Credit.

            CorpBank will promptly inform CUB of the amounts  and
categories  of  any loans, leases or other extensions  of  credit
that have been classified by any bank regulatory authority or  by
any  unit  of  CorpBank  as "Criticized," "Specially  Mentioned,"
"Substandard,"    "Doubtful,"   "Loss"    or    any    comparable
classification ("Classified Credits").  CorpBank will furnish  to
CUB,  as  soon as practicable, and in any event within  ten  days
after  the  end  of each calendar month, schedules including  the
following:   (a)  Classified Credits (including with  respect  to
each  credit  in an amount equal to or greater than $25,000,  its
classification category, its type, and the originating unit), and
by  type  and  originating unit, the aggregate dollar  amount  of
classified  credits of less than $25,000; (b) nonaccrual  credits
(including, with respect to each credit in an amount equal to  or
greater than $25,000, its type and the originating unit), and  by
type  and  originating  unit,  the  aggregate  dollar  amount  of
nonaccrual  credits of less than $25,000; (c)  accrual  exception
credits  that  are delinquent 90 or more days and have  not  been
placed  on  nonaccrual  status (including with  respect  to  each
accrual  exception credit in an amount equal to or  greater  than
$25,000,  its  type and the originating unit), and  by  type  and
originating  unit, the aggregate dollar amount  of  such  accrual
exception  credits  of less than $25,000; (d) delinquent  credits
(including  with respect to each delinquent credit in  an  amount
equal  to  or  greater than $25,000, its type and the originating
unit), including an aging into 30-59, 60-89, 90-119, and 120+ day
categories,  and  by  type and originating  unit,  the  aggregate
dollar  amount  of  delinquent  credits  of  less  than  $25,000;
(e)  participating  loans and leases, stating,  with  respect  to
each,  whether it is purchased or sold, the loan or  lease  type,
and  the  originating  unit; (f) loans or leases  (including  any
commitments)  by  CorpBank  or any  CorpBank  Subsidiary  to  any
CorpBank  or CorpBank Subsidiary director, officer, employee,  or
shareholder holding 10% or more of the capital stock of CorpBank,
including  with respect to each such loan or lease  the  identity
and,  to  the  best knowledge of CorpBank, the  relation  of  the
borrower  to  CorpBank or any CorpBank Subsidiary,  the  loan  or
lease  type and the outstanding and undrawn amounts; (g)  letters
of  credit (including with respect to each letter of credit in  a
face  amount  equal  to  or greater than $25,000,  the  type  and
originating  unit),  and  by  type  and  originating  unit,   the
aggregate  dollar amount of all letters of credit  of  less  than
$25,000;  (h)  loans  or leases charged off during  the  previous
month  (including with respect to each such loan  or  lease,  its
type and the originating unit), and by type and originating unit,
the  aggregate  dollar amount of such loans or leases  less  than
$25,000;  (i)  loans or leases written down during  the  previous
month,  including with respect to each the original  amount,  the
write  off  amount, its type and originating unit; and (j)  other
real  estate  or assets owned, stating with respect to  each  its
type.

           CUB will promptly inform CorpBank of the amounts and
categories of any loans, leases or other extensions of credit
that have been classified by any bank regulatory authority or by
CUB as "Criticized," "Specially Mentioned," "Substandard,"
"Doubtful," "Loss" or any comparable classification ("Classified
Credits").  CUB will furnish to CorpBank, as soon as practicable,
and in any event within fifteen days after the end of each
calendar month, schedules including the following:
(a) Classified Credits (including with respect to each credit in
an amount equal to or greater than $25,000, its classification
category), and the aggregate dollar amount of classified credits
of less than $25,000; (b) nonaccrual credits (including, with
respect to each credit in an amount equal to or greater than
$25,000, its classification category, and the aggregate dollar
amount of nonaccrual credits of less than $25,000); (c) accrual
exception credits that are delinquent 90 or more days and have
not been placed on nonaccrual status (including with respect to
each accrual exception credit in an amount equal to or greater
than $25,000, its classification category),  and the aggregate
dollar amount of such accrual exception credits of less than
$25,000; (d) delinquent credits (including with respect to each
delinquent credit in an amount equal to or greater than $25,000,
its classification category ), including an aging into 30-59, 60-
89, 90-119, and 120+ day categories, and the aggregate dollar
amount of delinquent credits of less than $25,000;
(e) participating loans and leases, 
 50
stating, with
respect to each, whether it is purchased or sold, the loan or
lease type, and the originating unit; (f) loans or leases
(including any commitments) by CUB to any Bancorp or CUB
Subsidiary director, officer, employee, or shareholder holding
10% or more of the capital stock of Bancorp, including with
respect to each such loan or lease the identity and, to the best
knowledge of CUB, the relation of the borrower to Bancorp or CUB,
the loan or lease type and the outstanding and undrawn amounts;
(g) letters of credit (including with respect to each letter of
credit in a face amount equal to or greater than $25,000, the
classification category), and by type classification category,
the aggregate dollar amount of all letters of credit of less than
$25,000; (h) loans or leases charged off during the previous
month (including with respect to each such loan or lease, its
classification category), and by classification category, the
aggregate dollar amount of such loans or leases less than
$25,000; (i) loans or leases written down during the previous
month, including with respect to each the original amount, the
write off amount, its classification category; and (j) other real
estate or assets owned, stating with respect to each its type.




           Negotiations With Other Parties.

             CorpBank  shall  not,  nor  shall  it  authorize  or
knowingly   permit  any  of  its  representatives   or   CorpBank
Subsidiaries, directly or indirectly, to, entertain,  solicit  or
encourage or participate in any discussions or negotiations with,
or  provide  any  information to, any  corporation,  partnership,
person  or  other  entity or group (other than Bancorp,  CUB  and
their  representatives) concerning any Acquisition  Proposal  (as
hereinafter  defined)  other than the  Acquisition  Proposal  set
forth  in  this Agreement.  CorpBank shall notify CUB immediately
in  the  manner set forth in Section 9.3 if any such  inquiry  or
Acquisition  Proposal  is received by CorpBank  or  any  CorpBank
Subsidiary,  including the terms thereof.  For purposes  of  this
Agreement, "Acquisition Proposal" means any (i) proposal pursuant
to  which any corporation, partnership, person or other entity or
group, other than Bancorp or CUB, would acquire or participate in
a  merger or other business combination involving CorpBank or any
CorpBank  Subsidiary;  (ii) proposal by  which  any  corporation,
partnership, person or other entity or group, other than  Bancorp
or CUB, would acquire the right to vote 5% or more of the capital
stock  of  CorpBank or any CorpBank Subsidiary entitled  to  vote
thereon  for  the  election  of  directors,  other  than  persons
designated as proxy holders by the Board of Directors of CorpBank
or  any  CorpBank Subsidiary; (iii) acquisition of the assets  of
CorpBank  or  any CorpBank Subsidiary other than in the  ordinary
course of business; or (iv) acquisition in excess of five percent
(5%) of the outstanding capital stock of CorpBank or any CorpBank
Subsidiary, other than as contemplated by this Agreement.

       Affirmative Conduct of CorpBank Prior to Closing.  Between
the  date  hereof and the Effective Time of the Merger,  CorpBank
shall  do the following and shall cause the CorpBank Subsidiaries
to do the following:

            Use  their  respective commercially  reasonable  best
efforts,  or cooperate with others, to expeditiously bring  about
the satisfaction of the conditions specified in Article 6 hereof;

             Use   and   devote  their  respective   commercially
reasonable efforts consistent with this Agreement to maintain and
preserve  intact their respective present business  organizations
and  to  maintain and preserve their relationships  and  goodwill
with  account  holders, borrowers, employees  and  others  having
business relationships with them;

           Advise CUB promptly in writing of any material adverse
change  known  to  CorpBank  or any CorpBank  Subsidiary  in  the
capital  structure, financial condition or business prospects  of
CorpBank  or any CorpBank Subsidiary, or of any other  materially
adverse  change  known to CorpBank respecting  the  business  and
operations of CorpBank on a consolidated basis, or of any  matter
which would make the representations and warranties set forth  in
Article 3 hereof not true and correct in any material respect  at
the Closing;

            Keep  in  full force and effect all of  the  existing
permits and licenses of CorpBank and CorpBank Subsidiaries;

            Use  their  respective commercially  reasonable  best
efforts  to  maintain  insurance  or  bonding  coverage  on   all
properties for which they are responsible and on their respective
business  operations, and carry not less than the  same  coverage
for  fidelity, director and officer liability, public  liability,
personal  injury, property damage and other risks equal  to  that
which is now in effect; and notify CUB in writing promptly of any
facts  or  circumstances  which could affect  CorpBank's  or  any
CorpBank  Subsidiary's  ability to  maintain  such  insurance  or
bonding coverage;

             Perform   their   respective  material   contractual
obligations  and not become in material default on  any  of  such
obligations;

            Duly  observe  and conform to all legal  requirements
applicable to their respective businesses;

            Duly and timely file all reports and returns required
to  be  filed  with  any  federal, state  or  local  governmental
authority, unless any extensions have been duly granted  by  such
authority;

            Maintain  their respective assets and  properties  in
good condition and repair, normal wear and tear excepted;
 51
            Promptly  advise CUB in writing of any event  or  any
other  transaction within CorpBank's or any CorpBank Subsidiary's
knowledge  whereby  any  person  or  related  group  of   persons
acquires,  directly or indirectly, record or beneficial ownership
(as  defined in Rule 13d-3 promulgated by the SEC pursuant to the
1934  Act) or control of 5% or more of the outstanding shares  of
CorpBank  Stock prior to the record date fixed for  the  CorpBank
shareholders' meeting or any adjourned meeting thereof to approve
the transactions contemplated herein;

            Promptly  notify CUB of any event of  which  CorpBank
obtains  knowledge which may materially and adversely affect  the
financial condition, results of operations, or business prospects
of  CorpBank  or  any CorpBank Subsidiary, or  in  the  event  it
determines that the Merger will not be consummated because of any
inability  to meet the conditions to the performance of  CUB  set
forth in Sections 6.2;

           Charge off all loans, receivables and other assets, or
portions  thereof, deemed uncollectible in accordance with  GAAP,
applicable  law  or regulation, or classified  as  "loss"  or  as
directed  by any regulatory authority; and maintain the allowance
for  credit  losses of CorpBank at a level which is  adequate  to
provide  for all known and reasonably expected losses  on  assets
outstanding   and  other  inherent  risks  in  CorpBank's    loan
portfolio;

           Furnish to CUB, as soon as practicable, and in any
event within ten days after it is prepared, (i) a copy of any
report submitted to the board of directors of CorpBank or any
CorpBank Subsidiary and access to the working papers related
thereto and copies of other operating or financial reports
prepared for management of any of their businesses and access to
the working papers thereto, provided, however, that CorpBank need
not furnish CUB communications of CorpBank's legal counsel
regarding CorpBank's rights against and obligations to CUB or its
affiliates under this Agreement, (ii) copies of all reports,
renewals, filings, certificates, statements and other documents
filed with or received from the Superintendent, SEC, Fed, any
Federal Reserve Bank, FDIC, or any other governmental or
regulatory body, (iii) separate consolidated monthly unaudited
statements of condition and statements of operations for
CorpBank, consolidated monthly statements of changes in
consolidated shareholders' equity for CorpBank, and separate
quarterly unaudited consolidated and consolidating statements of
condition and statements of operations for CorpBank and
statements of changes in consolidated shareholders' equity for
CorpBank, in each case prepared in a manner consistent with past
practice, and (iv) such other reports as CUB may reasonably
request relating to CorpBank.  Each of the financial statements
delivered pursuant to this subsection (m), except as stated
therein, shall be prepared in accordance with GAAP, except that
such financial statements may omit statements of cash flow and
footnote disclosures required by GAAP.  Each of the financial
statements of CorpBank or any CorpBank Subsidiary delivered
 52
pursuant to this subsection (m) shall be accompanied by
a certificate of each of the Chief Executive Officer and the
Chief Financial Officer of CorpBank to the effect that such
financial statements fairly present the financial condition and
results of operations of CorpBank or the CorpBank Subsidiary, as
appropriate, for the periods covered, and reflect all adjustments
(which consist only of normal recurring adjustments) necessary
for a fair presentation;

           CorpBank agrees that through the Effective Time of the
Merger,  as  of their respective dates, (i) each of the  CorpBank
Filings  will be true and complete in all material respects;  and
(ii)  each  of  the CorpBank Filings will comply in all  material
respects with all of the statutes, rules and regulations enforced
or  promulgated by the governmental or regulatory authority  with
which it will be filed and none will contain any untrue statement
of  a material fact or omit to state a material fact required  to
be stated therein or necessary to make the statements therein, in
light  of  the circumstances under which they will be  made,  not
misleading.   Any financial statement contained in  any  of  such
CorpBank  Filings  that  is  intended to  present  the  financial
position  of  the  entities or entity to which  it  relates  will
fairly  present the financial position of such entities or entity
and  will  be  prepared  in accordance with  GAAP  or  applicable
banking  regulations  consistently  applied,  except  as   stated
therein, during the periods involved;

           Maintain proper reserves for contingent liabilities in
accordance with GAAP;

            Promptly  notify CUB of the filing of any litigation,
governmental  or  regulatory action,  or  similar  proceeding  or
notice  of any claims against CorpBank or any CorpBank Subsidiary
or any of their assets;

            At  any  time within 60 days of the day on which  the
Effective Time of the Merger is expected to occur, at the written
request  of  CUB and on CUB's certification that it knows  of  no
circumstance  that would entitle it to terminate this  Agreement,
(i)  give,  or  cause  to  be given, any written  notice  to  the
employees  of   CorpBank that CUB reasonably deems  necessary  or
appropriate   under   the   Worker  Adjustment   and   Retraining
Notification Act ("WARN") ; (ii) take such other actions, as  CUB
shall  reasonably deem necessary or appropriate, to  comply  with
WARN;  and  (iii) give notice to its data processing  vendors  of
termination  of the data processing contract at the  end  of  the
minimum notice period provided for therein.

            Forward to CUB, not later than the 15th day  of  each
calendar  quarter, CorpBank's list of holders of CorpBank  Stock,
certified by CorpBank's transfer agent;

             Cooperate   with  CUB  to  enable  the  transactions
contemplated  by  this Agreement to qualify  for  the  accounting
treatment desired by CUB.
 53
            Give three business days prior written notice to  CUB
prior  to  approving any loans or leases in excess  of  $100,000,
subsequent  to  the  Execution Date.  Such  notice  must  include
copies  of the description of the loan utilized for consideration
of  the  loan  by  CorpBank  and  copies  of  relevant  financial
statements and other financial documents utilized by CorpBank  in
its  review.  Unless CUB affirmatively indicates that it does not
disapprove such loan, CUB reserves the right to provide for up to
a  100%  reserve for such loan in adjustments to Purchase  Price,
without  explanation  or other documentation  therefor.   To  the
extent  that  CUB  affirmatively  indicates  that  it  does   not
disapprove such loan, it will be treated in a  manner similar  to
all other loans of CorpBank.  Notwithstanding anything herein  to
the contrary, CUB shall not have any power to direct CorpBank  to
make  particular loans or to refrain from making particular loans
and  the  effect of any comments on CorpBank loans in  connection
with  this  provision shall be limited as set forth herein.   CUB
agrees  that  it  will review submitted loans promptly  and  will
advise  CorpBank  of its determination regarding  any  such  loan
within 3 business days of receipt of request therefore.

            Obtain written general releases, in form satisfactory
to  counsel for CUB, from all employees terminated for any reason
subsequent to March 1, 1995, including release of  federal, state
and common law causes of action.

            Terminate that certain arbitration and other  actions
with/against  the former CEO Wrigley and obtain  general  release
from Wrigley, in form satisfactory to counsel for CUB.

            Settle  or  otherwise conclude all litigation  as  to
which  CorpBank  or any agent is a defendant and  obtain  general
releases  and  dismissals  with prejudice  in  form  and  content
satisfactory to counsel for CUB.

           Obtain all necessary consents and opinions from GT and
DT  to  allow  three  years  audited  financial  statements  with
unqualified   opinions  to  be  included  in   the   Registration
Statement, if determined to be necessary by Bancorp.

       Affirmative Conduct of Bancorp Prior to Closing.   Between
the  date  hereof  and the Effective Time of the Merger,  Bancorp
shall do the following and shall cause CUB to do the following:

            Use  their  respective commercially  reasonable  best
efforts,  or cooperate with others, to expeditiously bring  about
the satisfaction of the conditions specified in Article 6 hereof;

           Use and devote their respective commercially
reasonable efforts consistent with this Agreement to maintain and
preserve intact their respective present business organizations
 54
and to maintain and preserve their relationships and
goodwill with account holders, borrowers, employees and others
having business relationships with them;

            Advise  CorpBank promptly in writing of any  material
adverse  change known to Bancorp or CUB in the capital structure,
financial condition or business prospects of Bancorp or  CUB,  or
of   any   other  materially  adverse  change  known  to  Bancorp
respecting   the  business  and  operations  of  Bancorp   on   a
consolidated  basis,  or  of  any matter  which  would  make  the
representations and warranties set forth in Article 4 hereof  not
true and correct in any material respect at the Closing;

            Keep  in  full force and effect all of  the  existing
permits and licenses of Bancorp and CUB;

            Use  their  respective commercially  reasonable  best
efforts  to  maintain  insurance  or  bonding  coverage  on   all
properties for which they are responsible and on their respective
business  operations, and carry not less than the  same  coverage
for  fidelity, public liability, personal injury, property damage
and  other risks equal to that which is now in effect; and notify
CorpBank in writing promptly of any facts or circumstances  which
could  affect  Bancorp's  or  CUB's  ability  to  maintain   such
insurance or bonding coverage;

             Perform   their   respective  material   contractual
obligations  and not become in material default on  any  of  such
obligations;

            Duly  observe  and conform to all legal  requirements
applicable to their respective businesses;

            Duly and timely file all reports and returns required
to  be  filed  with  any  federal, state  or  local  governmental
authority, unless any extensions have been duly granted  by  such
authority;

            Maintain  their respective assets and  properties  in
good condition and repair, normal wear and tear excepted;

            Promptly advise CorpBank in writing of any  event  or
any  other transaction within Bancorp or CUB's  knowledge whereby
any  person  or  related group of persons acquires,  directly  or
indirectly,  record  or  beneficial  ownership  (as  defined   in
Rule  13d-3 promulgated by the SEC pursuant to the 1934  Act)  or
control of 5% or more of the outstanding shares of Bancorp  Stock
prior  to the record date fixed for the CUB shareholders' meeting
or  any  adjourned  meeting thereof to approve  the  transactions
contemplated herein;

           Promptly notify CorpBank of any event of which Bancorp
obtains knowledge which may materially and adversely affect the
financial condition, results of operations, or business prospects
of Bancorp or CUB, or in the event it 
 55
determines that
the Merger will not be consummated because of any inability to
meet the conditions to the performance of CorpBank set forth in
Sections 6.2(d), (g) and (l);

           Charge off all loans, receivables and other assets, or
portions  thereof, deemed uncollectible in accordance with  GAAP,
applicable  law  or regulation, or classified  as  "loss"  or  as
directed  by any regulatory authority; and maintain the allowance
for credit losses of CUB  at a level which is adequate to provide
for   all   known  and  reasonably  expected  losses  on   assets
outstanding  and  other inherent risks in the Bancorp  and  CUB's
loan portfolio;

            Furnish to CorpBank, as soon as practicable,  and  in
any event within ten days after it is prepared, (i) a copy of any
report  submitted to the board of directors of  Bancorp  or  CUB,
provided,  however, that CUB need not furnish  communications  of
CUB's   legal   counsel  regarding  CUB's  rights   against   and
obligations  to CorpBank or its affiliates under this  Agreement,
(ii)  copies  of  all  reports, renewals, filings,  certificates,
statements  and other documents filed with or received  from  the
SEC,  OCC,  Fed,  any Federal Reserve Bank, FDIC,  or  any  other
governmental  or  regulatory  body,  (iii)  copies   of   monthly
financial  statements provided to Bancorp  and  CUB's  Boards  of
Directors, and (iv) such other reports as CorpBank may reasonably
request  relating  to Bancorp.  Each of the financial  statements
delivered  pursuant  to  this subsection (m),  except  as  stated
therein,  shall be prepared in accordance with GAAP, except  that
such  financial statements may omit statements of cash  flow  and
footnote  disclosures required by GAAP.  Each  of  the  financial
statements  of  Bancorp  or  CUB  delivered  pursuant   to   this
subsection (m) shall be accompanied by a certificate of  each  of
the  Chief  Executive Officer and the Chief Financial Officer  of
Bancorp  to  the  effect  that such financial  statements  fairly
present  the  financial condition and results  of  operations  of
Bancorp or CUB, as appropriate, for the periods covered;

            Bancorp agrees that through the Effective Time of the
Merger,  as  of their respective dates, (i) each of  the  Bancorp
Filings  will be true and complete in all material respects;  and
(ii)  each  of  the Bancorp Filings will comply in  all  material
respects with all of the statutes, rules and regulations enforced
or  promulgated by the governmental or regulatory authority  with
which it will be filed and none will contain any untrue statement
of  a material fact or omit to state a material fact required  to
be stated therein or necessary to make the statements therein, in
light  of  the circumstances under which they will be  made,  not
misleading.   Any financial statement contained in  any  of  such
Bancorp  Filings  that  is  intended  to  present  the  financial
position  of  the  entities or entity to which  it  relates  will
fairly  present the financial position of such entities or entity
and  will  be  prepared  in accordance with  GAAP  or  applicable
banking  regulations  consistently  applied,  except  as   stated
therein, during the periods involved;
 56
           Maintain proper reserves for contingent liabilities in
accordance with GAAP; and

            Promptly  notify   CorpBank  of  the  filing  of  any
material  litigation,  governmental  or  regulatory  action,   or
similar proceeding or notice of any claims against Bancorp or CUB
or any of their assets;

            Registration Statement and Applications.  Bancorp and
CUB  will use commercially reasonable efforts to prepare and file
or  cause  to  be  prepared and filed:  (i)  with  the  SEC,  the
Registration  Statement; (ii) with the Fed,  an  application  for
approval of the Merger or related aspects thereof; (iii) with the
OCC,  the required documents for approval of, and to effect,  the
change  in  control of CorpBank and the Bank; and (iv)  with  the
OCC,  applications for approval of the Bank Merger,  except  that
Bancorp  shall  have  no obligation to file  a  new  registration
statement  or  a  post-effective amendment  to  the  Registration
Statement  covering any reoffering of Bancorp Stock  by  CorpBank
Affiliates.  Bancorp and CUB will cooperate with CorpBank in  the
preparation  of the Proxy Statement and covenant and  agree  that
all information furnished by Bancorp and CUB for inclusion in the
Proxy  Statement,  all  applications  to  appropriate  regulatory
agencies  for  approval of or consent to the  Merger  ,  and  all
information furnished by Bancorp and CUB to CorpBank pursuant  to
this  Agreement,  will comply in all material respects  with  the
provisions  of applicable law, including the Securities  Act  and
the 1934 Act and the rules and regulations of the SEC thereunder,
and  will not contain any untrue statement of a material fact and
will  not  omit to state any material fact required to be  stated
therein or necessary to make the statements contained therein, in
light  of  the  circumstances under which  they  were  made,  not
misleading;

            Blue  Sky.  Bancorp covenants and agrees to  use  its
commercially  reasonable  best efforts  to  have  the  shares  of
Bancorp Stock qualified or registered for offering and sale under
the  securities  or Blue Sky laws of each jurisdiction  in  which
shareholders of CorpBank reside.

            Action  of Sole Shareholder.  Prior to the  Effective
Time  of  the Merger, Bancorp, as sole shareholder of  CUB,  will
take  all  action necessary or advisable for the consummation  of
the Merger by CUB and the carrying out by CUB of the transactions
contemplated hereby;

             Stock  Exchange  Listing.   Bancorp  will  use   its
commercially  reasonable  best efforts  to  have  the  shares  of
Bancorp  Stock to be issued pursuant to the Merger  duly  listed,
subject  to  official  notice of issuance, on  the  Nasdaq  Stock
Exchange.

      CorpBank Accountants.  Promptly upon request of CUB,
CorpBank will request its independent accountants to permit CUB
or its representatives to review and examine the work papers
 57
relating to CorpBank and CorpBank's audited financial
statements for the years ended December 31, 1992 and 1993, 1994
and permit such independent accountants to discuss with CUB any
matter relating to the audits of CorpBank.  In addition, CorpBank
will make available to CUB copies of each management letter or
other letter delivered to CorpBank, or any CorpBank Subsidiary by
Grant Thornton or by Deloitte & Touche in connection with such
financial statements or relating to any review of the internal
controls of CorpBank, or any CorpBank Subsidiary since January 1,
1992, and has instructed each of them to make available to CUB
for inspection by CUB or its representatives all reports and
working papers produced or developed by  in connection with their
examination of such financial statements, as well as all such
reports and working papers for any periods for which any tax of
CorpBank, or CorpBank Subsidiary has not been finally determined
or barred by applicable statutes of limitation.

       Bancorp  Accountants.   Bancorp  will  make  available  to
CorpBank  copies  of  each  management  letter  or  other  letter
delivered  to  Bancorp  by  Arthur  Andersen  &  Co.  ("AA")   in
connection  with  such financial statements or  relating  to  any
review  by  AA of the internal controls of Bancorp or  CUB  since
January 1, 1992.

       Submission  to  Shareholders.  Subject to satisfaction  of
applicable  federal  and state securities laws,  not  later  than
August  30, 1995, unless extended with the mutual written consent
of  the  parties, CorpBank shall take all such actions as may  be
required to submit the transactions contemplated hereby  and  all
requisite  matters  incident thereto  for  the  approval  of  its
shareholders.   CorpBank hereby agrees that  it  shall  recommend
that   its  shareholders  vote  in  favor  of  approval  of   the
transactions contemplated hereby.

       Preparation  of  Registration Statement, Proxy  Statement,
Application for Approval by Regulatory Authorities and Redemption
Materials.

           CorpBank will cooperate with Bancorp in the
preparation of a registration statement (the "Registration
Statement") to be filed with the SEC under the Securities Act for
the registration of the Bancorp Stock to be issued in connection
with the Merger, in connection with any listing application to be
filed with the Nasdaq Stock Exchange with respect to the Bancorp
Stock, in the preparation of a proxy statement to be filed with
the SEC that will be used by CorpBank to solicit proxies of its
shareholders in connection with the approval and adoption of the
Agreement and the Agreement of Merger (the "Proxy Statement") and
in connection with any statements or applications to any
governmental body in connection with the transactions
contemplated by this Agreement.  In connection therewith,
CorpBank will furnish all financial or other information,
including accountant comfort letters relating thereto,
certificates, consents, and opinions of counsel concerning
CorpBank and CorpBank Subsidiaries reasonably deemed necessary by
Bancorp for the filing or preparation for filing of the 
 58
Registration Statement and related matters.


            CorpBank will cooperate with Bancorp and provide such
information as may be necessary or advisable for Bancorp  or  CUB
to  make  its applications required for regulatory approvals  and
for  any other consents or approvals or to take any other  action
necessary or, in the reasonable judgment of Bancorp, advisable to
consummate the Merger and the Bank Merger.

            CorpBank  covenants and agrees that  all  information
furnished by CorpBank or any CorpBank Subsidiary for inclusion in
the Registration Statement, the Proxy Statement, all applications
to  appropriate regulatory agencies for approval of or consent to
the Merger and the Bank Merger, and all information furnished  by
CorpBank or any CorpBank Subsidiary to Bancorp or CUB pursuant to
this  Agreement,  will comply in all material respects  with  the
provisions  of applicable law, including the Securities  Act  and
the 1934 Act and the rules and regulations of the SEC thereunder,
and  will not contain any untrue statement of a material fact and
will  not  omit to state any material fact required to be  stated
therein or necessary to make the statements contained therein, in
light  of  the  circumstances under which  they  were  made,  not
misleading.

             Bancorp   will  cooperate  with  CorpBank   in   the
preparation   of  a  proxy  statement  to  be  filed   with   the
Superintendent  and  the FDIC that will be used  by  CorpBank  to
solicit  proxies  of  its  shareholders in  connection  with  the
approval  and  adoption of the Agreement  and  the  Agreement  of
Merger  (the  "Proxy  Statement")  and  in  connection  with  any
statements or applications to any governmental body in connection
with  the  transactions  contemplated  by  this  Agreement.    In
connection therewith, Bancorp will furnish all financial or other
information,   including  accountant  comfort  letters   relating
thereto,   certificates,  consents,  and  opinions   of   counsel
concerning  Bancorp  and  CUB  reasonably  deemed  necessary   by
CorpBank   for the filing or preparation for filing of the  Proxy
Statement and related matters.

            Bancorp  covenants  and agrees that  all  information
furnished  by  Bancorp or  CUB for inclusion in the  Registration
Statement,  the Proxy Statement, all applications to  appropriate
regulatory agencies for approval of or consent to the Merger  and
the  Bank Merger, and all information furnished by Bancorp or CUB
to  CorpBank  pursuant  to this Agreement,  will  comply  in  all
material   respects  with  the  provisions  of  applicable   law,
including  the Securities Act and the 1934 Act and the rules  and
regulations  of  the  SEC thereunder, and will  not  contain  any
untrue  statement of a material fact and will not omit  to  state
any  material fact required to be stated therein or necessary  to
make   the  statements  contained  therein,  in  light   of   the
circumstances under which they were made, not misleading.

      Termination of CorpBank Employee Stock Option Plans.
CorpBank will take all steps necessary to cause its stock 
 59option plans to be terminated as of or prior to the 
Effective Time of the Merger, will grant no additional options under said
plans prior to the Effective Time of the Merger, and will cause
any options outstanding thereunder (irrespective of their
exercise price and whether or not then presently exercisable or
fully vested) to be exercised prior to the Calculation Date or
cancelled prior to the Calculation Date together with a release
of all claims against CorpBank or Surviving Association related
to such options.

      Agreement of CorpBank Affiliates.  CorpBank agrees to use
its best efforts to cause each person who is a CorpBank
"affiliate" as defined pursuant to Rule 145 promulgated by the
SEC under the Securities Act ("CorpBank Affiliate"), at least 30
days prior to the Effective Time of the Merger, to enter into an
Affiliate Agreement, in the form attached hereto as Exhibit E,
which provides that, among other things:  (i) the CorpBank Stock
owned by the CorpBank affiliate may not be sold or transferred
for a period of not less than 30 days prior to the Effective Time
of the Merger; (ii) the Bancorp Stock to be acquired by an
CorpBank Affiliate upon consummation of the Merger (such shares
of Bancorp Stock being sometimes referred to for purposes of this
Section 5.13 as "Acquired Shares") will not be acquired with a
view to the sale or distribution thereof except as permitted by
Rule 145 promulgated by the SEC under the Securities Act ("Rule
145"); (iii) the Acquired Shares will not be disposed of in such
a manner as to violate the Securities Act or the Affiliate
Agreement and without Bancorp having first received an opinion of
counsel reasonably satisfactory to Bancorp to the foregoing
effect or other evidence of compliance with Rule 145 and the
Affiliate Agreement, in each case reasonably satisfactory to
Bancorp; (iv) none of the shares of CUB Common Stock received by
the CorpBank Affiliate  pursuant to the Merger will be sold,
transferred or otherwise disposed of and the CorpBank Affiliate
will not in any other way reduce their  risk of ownership or
investment in any of the shares of CUB Common Stock so received
until the later of: (i) financial results covering a period of at
least thirty (30) days of combined operations of CUB and CorpBank
following the Effective Time of the Merger have been published by
CUB (provided that the CorpBank Affiliate may make bona fide
gifts or distributions without consideration so long as the
recipients thereof agree not to sell, transfer or otherwise
dispose of the CUB Common Stock except as provided in the
Affiliate Agreement);(v) the certificates representing the
Acquired Shares may bear a legend referring to the foregoing
restrictions on disposition, and Bancorp may issue to its
transfer agent appropriate stop transfer instructions with
respect to the Acquired Shares; and (vi) each CorpBank Affiliate
will obtain an agreement, and deliver a copy of such to Bancorp,
from each transferee of Acquired Shares which is substantially
similar to an Affiliate Agreement, unless such transferee may
under the Securities Act dispose of the Acquired Shares
transferred to him without registration under the Securities Act.
Notwithstanding anything in this Section 5.13 to the contrary, in
the event that such affiliate is also a director of CorpBank,
they shall enter into an agreement in the form 
 60 
attached
hereto as Exhibit E1, which shall provide, inter alia, that such
person will not sell or transfer the Bancorp Stock to be acquired
upon consummation of the Merger for a period of not less than one
(1) year from the Closing.

       Bank Merger.  At CUB's request, CorpBank and each CorpBank
Subsidiary  shall take all necessary corporate and  other  action
including  publication  required under  the  Merger  Statutes  to
approve  and to permit the consummation of a merger of  CUB  with
CorpBank  )  on the Closing Date.  CorpBank agrees that  it  will
execute, deliver and, when appropriate, file, and will cause each
CorpBank  Subsidiary to execute, deliver and,  when  appropriate,
file,  any  and  all  agreements,  applications  and  instruments
necessary  or desirable to permit the consummation of the  Merger
on the Closing Date, including, but not limited to, agreements of
merger relating to the Merger, and will take, and will cause each
CorpBank  Subsidiary  to  take, such  other  action  as  CUB  may
reasonably request to permit the consummation of any transactions
contemplated in connection with the Merger.  CorpBank  shall  not
take  any  action or allow any CorpBank Subsidiary  to  take  any
action which would prevent performance of agreements of merger or
any transactions contemplated in connection with the  Merger.

       Resignations.  CorpBank shall obtain the resignations,  to
be  effective  as  of the Effective Time of the  Merger,  of  the
directors  and  officers of CorpBank and  the  directors  of  all
CorpBank Subsidiaries.  Not less than ten (10) days prior to  the
Closing,  CUB  shall  provide CorpBank with a  list  of  CorpBank
officers whose resignations will not be required.

       Corporate Action.  The parties shall each take or cause to
be taken all necessary corporate action required to carry out the
transactions contemplated in this Agreement and the Agreement  of
Merger.

      Regulatory Approvals.  Promptly following execution of this
Agreement, the parties hereto shall prepare, submit and file,  or
cause  to be prepared, submitted and filed, all applications  for
approvals and consents as may be required of any of them,  respec
tively,  by  applicable law and regulations with respect  to  the
transactions contemplated by this Agreement and by the  Agreement
of  Merger, including without limitation any and all applications
required  to  be  filed  with the OCC, the  Fed  and  such  other
governmental or regulatory authorities as Bancorp may  reasonably
believe necessary.  Each party shall cooperate with the others in
the  preparation  of all of those applications and  will  furnish
promptly  upon  request  all  documents,  information,  financial
statements  or  other materials as may be required  in  order  to
complete  said applications.  Each party hereto shall afford  the
others  a  reasonable opportunity to review all such applications
(except  confidential portions thereof) and  all  amendments  and
supplements thereto before filing.

      Necessary Consents.  In addition to the regulatory
approvals referred to in Section 5.17, the parties hereto shall
each apply for and diligently seek to obtain all 
 61
other
third party consents or approvals which may be necessary for the
consummation of the Merger, including, without limitation, the
written consent of any lessors of real and personal property
which property cannot be assigned without the written consent of
the other such lessors.

       Further Assurances.  The parties agree that from  time  to
time,  whether prior to, at or after the Effective  Time  of  the
Merger, they will execute and deliver such further instruments of
conveyance  and  transfer  and take  such  other  action  as  may
reasonably   be   expected   to   consummate   the   transactions
contemplated   hereby.   Bancorp,  CUB,  CorpBank  and   CorpBank
Subsidiaries  each  agree  to take such  further  action  as  may
reasonably be requested by any other party in order to consummate
the  transactions contemplated by this Agreement and that are not
inconsistent with the other provisions hereof.

                             ARTICLE

        CONDITIONS PRECEDENT TO CONTEMPLATED TRANSACTIONS

      General Conditions.  The obligations of each of the parties
hereto  to  consummate the transactions contemplated  herein  are
further  subject  to the satisfaction, on or before  the  Closing
Date, of the following conditions precedent:

            Shareholder  Approval.  The transactions contemplated
hereby  shall  have  received  all  requisite  approvals  of  the
shareholders of CorpBank.

              No    Proceedings.    No   legal,   administrative,
arbitration,   investigatory   or   other   proceeding   by   any
governmental  authority shall have been instituted and,  at  what
would  otherwise  have been the Effective  Time  of  the  Merger,
remain pending by or before a court or any governmental authority
to restrain or prohibit the transactions contemplated hereby.

            Regulatory  Approvals.   To the  extent  required  by
applicable  law or regulation, all approvals or consents  of  any
governmental  authority, including without limitation,  those  of
the  OCC, Fed and Superintendent shall have been obtained or made
for  the  transactions contemplated hereby,  and  the  applicable
waiting period under the BHCA and the Bank Merger Act shall  have
expired.  All other statutory or regulatory requirements for  the
valid  completion of the transactions contemplated  hereby  shall
have been satisfied.

            Stock Exchange Listing.  The shares of Bancorp  Stock
deliverable  pursuant  to this Agreement  shall  have  been  duly
authorized  for listing, subject to official notice of  issuance,
on the Nasdaq Stock Exchange.

           Registration Statement and Proxy Statement.  The
Registration Statement shall have become effective under the
Securities Act and copies of the Proxy Statement shall have been
 62
mailed to every shareholder of record of CorpBank on the
record date not less than 20 days prior to the date of the
shareholders' meeting called to act upon the Merger.

        Conditions  to  Obligations  of  Bancorp  and  CUB.   The
obligations  of  Bancorp  and  CUB  to  effect  the  transactions
contemplated hereby shall be subject to the following conditions,
any of which may be waived in writing by Bancorp and CUB:

             Representations  and  Warranties;   Performance   of
Covenants.   Each  of  the  representations  and  warranties   of
CorpBank and CorpBank Subsidiaries set forth herein shall be true
and  correct  as  of  the Effective Time of  the  Merger  in  all
material  respects,  as if made on such date;  and  CorpBank  and
CorpBank  Subsidiaries  shall  have  performed  in  all  material
respects all of the covenants to be performed by them on or prior
to the Effective Time of the Merger.

            Opinion  of  Counsel for CorpBank.  Bancorp  and  CUB
shall have received from Knecht & Hansen, counsel to CorpBank, an
opinion  dated  the Effective Time of the Merger in substantially
the form attached hereto as Exhibit F.

            Authorization  of  Merger.  All action  necessary  to
authorize  the  execution,  delivery  and  performance  of   this
Agreement  by  CorpBank  and the CorpBank  Subsidiaries  and  the
consummation  of  the transactions contemplated  hereunder  shall
have  been duly and validly taken by the Boards of Directors  and
shareholders of CorpBank, and the CorpBank Subsidiaries including
without limitation approval by a vote of the holders of at  least
two  thirds of the outstanding shares of CorpBank Stock  pursuant
to  the  National Bank Act and the California Corporations  Code,
and CorpBank shall have full power and right to merge pursuant to
the Agreement of Merger.

             Dissenters'  Rights.   Not  more  than  5%  of   the
outstanding  shares of CorpBank Stock shall have been  determined
to   be   "dissenting  shares"  as  defined  in  the   California
Corporations  Code and other applicable law and regulation.

            Regulatory  Approvals  and Related  Conditions.   Any
governmental and regulatory approvals and consents referred to in
Sections  6.1(c)  and any other section of this  Agreement  shall
have  been granted without the imposition of conditions that  are
or  would  have  become applicable to Bancorp, or  the  Surviving
Association  and  that  Bancorp  reasonably  and  in  good  faith
concludes  would  adversely  affect the  financial  condition  or
operations of Bancorp, or the Surviving Association, or otherwise
would be burdensome.

            Third  Party Consents.  CorpBank shall have  obtained
all consents of other parties to their material mortgages, notes,
leases,  franchises, agreements, licenses and permits as  may  be
necessary  to permit the transactions contemplated herein  to  be
consummated,  without default, acceleration, breach  or  loss  of
rights or benefits thereunder.
 63
            Absence  of Certain Changes.  As of the Closing  Date
there shall not exist any of the following:  (i) any change(s) in
the  consolidated financial condition, results  of  operation  or
prospects  of CorpBank since December 31, 1994 which individually
is  or in the aggregate are materially adverse to CorpBank  on  a
consolidated  basis;  or (ii) any damage,  destruction,  loss  or
event materially and adversely affecting the properties, business
or prospects of CorpBank on a consolidated basis.

            Termination  of Stock Option Plans.   CorpBank  shall
have  caused its stock option plans to be terminated  as  of  the
Calculation  Date  and  shall  have  obtained  the  consents   or
agreements  specified in, and otherwise shall have complied  with
the terms of, Section 5.9.

            Shareholders' Agreements.  All directors of  CorpBank
and all Shareholders specified in Section 1.9  shall have entered
into  agreements  in  substantially the form attached  hereto  as
Exhibit B concurrently with the execution of this Agreement,  and
each of the persons executing such agreement shall have performed
in  all material respects the obligations to be performed by  him
under the agreement.

             Officers'  Certificate.   There  shall   have   been
delivered  to Bancorp on the Closing Date a certificate  executed
by  the Chairman of the Board, Vice Chairman of the Board,  Chief
Executive  Officer  and the Chief Financial Officer  of  CorpBank
certifying, to the best of their knowledge, compliance  with  all
of the provisions of Sections 6.2(a), (c), (d), (f), (g), (h) and
(l).
             Validity  of  Transactions.   The  validity  of  all
transactions  herein contemplated, as well as the  form  and  sub
stance of all opinions, certificates, instruments of transfer and
other  documents  to be delivered to Bancorp and  CUB  hereunder,
shall be subject to the approval, to be reasonably exercised,  of
counsel for Bancorp and CUB.

           Accountants' Letters.

              Bancorp shall have received from Deloitte, Touche,
  letters, dated the date of mailing of the Proxy Statement and
  the Effective Time of the Merger, in form and substance
  satisfactory to Bancorp:  (i) confirming that they are
  independent public accountants with respect to CorpBank and
  CorpBank Subsidiaries within the meaning of the Securities Act
  and the published rules and regulations thereunder;
  (ii) stating that, in their opinion, the audited consolidated
  financial statements of CorpBank and CorpBank Subsidiaries,
  examined by them and included or incorporated by reference in
  the Proxy Statement and Registration Statement and reported
  therein by them, comply as to form in all material respects
  with the applicable accounting requirements of the 1934 Act,
  the Securities Act and the applicable published rules and
  regulations thereunder, as appropriate; (iii) stating in
   64
  effect that they have made a review of the unaudited
  consolidated interim financial statements included or
  incorporated by reference in the proxy statement or
  registration statement for periods subsequent to the most
  recent audited consolidated financial statements included or
  incorporated by reference  in the Proxy Statement and the
  Registration Statement in accordance with standards
  established by the American Institute of Certified Public
  Accountants and nothing came to their attention that caused
  them to believe that such unaudited consolidated financial
  statements do not comply as to form in all material respects
  with the applicable accounting requirements of the 1934 Act
  and the Securities Act, as appropriate, or are not presented
  in conformity with generally accepted accounting principles
  applied on a basis consistent in all material respects with
  that of the most recent audited consolidated financial
  statements included or incorporated by reference in the Proxy
  Statement and the Registration Statement; (iv) stating in
  effect that, on the basis of certain procedures and inquiries
  including a reading of the latest available unaudited
  consolidated interim financial statements of CorpBank and
  CorpBank Subsidiaries, inquiries of officials of CorpBank and
  CorpBank Subsidiaries  responsible for financial and
  accounting matters, and a reading of the minutes of the
  meetings of the Boards of Directors and shareholders of
  CorpBank and CorpBank Subsidiaries (which procedures and
  inquiries do not constitute an examination made in accordance
  with generally accepted auditing standards and would not
  necessarily reveal material adverse changes in the
  consolidated financial position or results of operations of
  CorpBank and CorpBank Subsidiaries ), nothing came to their
  attention that caused them to believe that (A) the unaudited
  consolidated financial statements of CorpBank and the CorpBank
  Subsidiaries  incorporated by reference in the Proxy Statement
  and the Registration Statement do not comply as to form in all
  material respects with the applicable accounting requirements
  of the 1934 Act and the Securities Act, as appropriate, or
  that the unaudited consolidated financial statements are not
  in conformity with generally accepted accounting principles
  applied on a basis substantially consistent with that of the
  audited consolidated financial statements or that at a
  specified date not more than five days prior to the date of
  mailing of the Proxy Statement or Effective Date of the
  Registration Statement and the Effective Time of the Merger,
  as applicable, there has been any material change in the
  capital stock, other equity securities or other ownership
  interests of CorpBank or any of the CorpBank Subsidiaries , or
  any increase in consolidated long-term debt of CorpBank or any
  of the CorpBank Subsidiaries,  or any reduction in
  consolidated shareholders' equity (excluding unrealized gain
  or loss on marketable equity securities) or other ownership
  interests as compared with the amounts of those items set out
  in the audited consolidated statement of condition at
  December 31, 1994 and with any subsequent unaudited
  consolidated statement of condition included or incorporated
  by reference in the Proxy Statement and Registration 
   65
  Statement, except for changes and the amount of such
  reduction, if any, which are described in such letter or are
  set forth in the Proxy Statement and Registration Statement,
  or (B) since December 31, 1994 any dividends were paid on the
  CorpBank Stock  except as described in such letter; and (v) in
  addition to the review referred to in clause (iii) above and
  the limited procedures referred to in clause (iv) above, they
  have carried out certain specified procedures, if any, not
  constituting an audit, with respect to certain amounts or
  percentages and financial information which appear in the
  Proxy Statement and Registration Statement and which have been
  reasonably specified by Bancorp or CorpBank, as described in
  such letter.

            Covenants Not to Compete.  Each director of  CorpBank
who  is  a  shareholder of CorpBank shall have  entered  into  an
"Agreement  Not  to Compete" in substantially the  form  attached
hereto as Exhibits G(1), and G(2)(Stanley Pawlowski).

            Registration  Statement.  The Registration  Statement
shall have been declared effective, no stop-order with respect to
the  Registration Statement shall have been received  by  Bancorp
and no proceeding for such purpose shall be pending or threatened
before the SEC.

           Blue Sky Qualification.  The sale of the Bancorp Stock
referred  to herein shall have been qualified or registered  with
the  appropriate authorities of all states in which qualification
or  registration is required under the state securities  or  Blue
Sky laws, and such qualifications or registrations shall not have
been suspended or revoked.

            Rule  145 Affiliate Agreements.  CorpBank shall  have
delivered  to  Bancorp  not  later than  30  days  prior  to  the
Effective   Date,  all  of  the  executed  Affiliate   Agreements
specified in Section 5.10.

            Resignations.   CorpBank  shall  have  delivered  the
resignations required by Section 5.12.

            Regulatory Approvals for Bank Merger.  All  approvals
or  consents  of  any  governmental  authority  shall  have  been
obtained  or made for the Bank Merger and all applicable  waiting
periods  shall  have expired.  All other statutory or  regulatory
requirements  for the valid completion of the Bank  Merger  shall
have been satisfied.

           General Releases.  The general releases and dismissals
of  litigation set forth in Section 5.6 shall have been  received
and are acceptable to CUB.

           Pawlowski.  Stanley Pawlowski shall agree that at the
Closing he will become an employee of CUB, on terms and
conditions to be agreed upon by CUB and Pawlowski.  He will
further agree that in the event CUB or Bancorp offers him a
position as a director of either or both companies, he will
 66
accept such appointment.

            Richard Brown.  Richard Brown shall agree that at the
Closing  he will  accept a position with CUB for up to one  year,
on  terms  and  conditions to be agreed upon by  CUB  and  Brown.
Brown  shall  agree that during such period he will  not  compete
with CUB in any manner, as more fully set out in an agreement  to
be entered into between them.

       Conditions to Obligations of CorpBank.  The obligations of
CorpBank to effect the transactions contemplated hereunder  shall
be  subject  to  the following conditions, any of  which  may  be
waived in writing by CorpBank:

             Representations  and  Warranties;   Performance   of
Covenants.  Each of the representations and warranties of Bancorp
and  CUB  set forth herein shall be true and correct  as  of  the
Effective Time of the Merger in all material respects, as if made
on  such  date; and Bancorp and CUB shall have performed  in  all
material respects all of the covenants to be performed by them on
or prior to the Effective Time of the Merger.

            Authorization  of Merger.  All actions  necessary  to
authorize  the  execution,  delivery  and  performance  of   this
Agreement  by Bancorp and CUB and the consummation of  the  trans
actions  contemplated  hereby shall have been  duly  and  validly
taken  by the Board of Directors of each of Bancorp and CUB,  and
CUB  shall  have  full power and right to merge pursuant  to  the
Agreement of Merger.

             Officers'  Certificate.   There  shall   have   been
delivered to CorpBank on the Closing Date a certificate  executed
by the Chief Executive Officer and the Chief Financial Officer of
each  of  Bancorp  and  CUB certifying,  to  the  best  of  their
knowledge,   compliance   with   all   of   the   provisions   of
Sections 6.3(a) and (c).

           Third Party Consents.  Bancorp and CorpBank shall have
obtained   all  consents  of  other  parties  to  their  material
mortgages,  notes, leases, franchises, agreements,  licenses  and
permits   as   may  be  necessary  to  permit  the   transactions
contemplated   herein   to  be  consummated,   without   default,
acceleration, breach or loss of rights or benefits thereunder.

            Absence  of Certain Changes.  As of the Closing  Date
there shall not exist any of the following:  (i) any change(s) in
the  consolidated financial condition, results  of  operation  or
prospects  of  Bancorp since December 31, 1994 which individually
is  or  in the aggregate are materially adverse to Bancorp  on  a
consolidated  basis;  or (ii) any damage,  destruction,  loss  or
event materially and adversely affecting the properties, business
or prospects of Bancorp on a consolidated basis.

           Fairness Opinion.  Prior to the execution of this
Agreement, CorpBank shall have received a letter from Gerry
 67
Findley & Associates or such other party as may be
acceptable to the parties,  substantially in the form attached
hereto as Schedule 6.3(g), to the effect that the transactions
contemplated by this Agreement are fair from a financial point of
view to the shareholders of CorpBank.


             Validity  of  Transactions.   The  validity  of  all
transactions  herein  contemplated,  as  well  as  the  form  and
substance of all opinions, certificates, instruments of  transfer
and  other documents to be delivered to CorpBank hereunder, shall
be  subject  to  the  approval, to be  reasonably  exercised,  of
counsel for CorpBank.

                      ARTICLE

                     EMPLOYEE BENEFITS PLANS

       Termination of CorpBank Employee Benefit Plans.  Prior  to
the  Effective Time of the Merger, CorpBank will take,  and  will
cause all CorpBank Subsidiaries to take, all actions necessary to
terminate  their  respective employee benefit plans  and  pension
plans  as  of  the  Effective Time of the Merger.   Contributions
under  the employee benefit plans and pension plans will be  made
at  the  rate  provided  in those respective  plans  through  the
Effective  Time  of the Merger.  Except for amendments  that  are
required by the Tax Reform Act of 1986 and later legislation,  no
amendments to the employee benefit plans and pension plans  shall
be  made which increase the obligations of employers under any of
the  plans.   Distributions from the plans will be  made  to  the
participants as soon as practicable after the termination of  the
plans in accordance with requirements of ERISA and the Code.

                             ARTICLE

                           TERMINATION

      Termination of this Agreement.

           This Agreement may be terminated:

              By mutual agreement of the parties, in writing;

              By (A) Bancorp immediately upon the expiration of
  30 days from the date that Bancorp has given notice to
  CorpBank of a material breach or default by CorpBank or any
  CorpBank Subsidiary in the performance of any covenant,
  agreement, representation, warranty, duty or obligation
  hereunder or (B) CorpBank immediately upon the expiration of
  30 days from the date that CorpBank has given notice to
  Bancorp of a material breach or default by Bancorp or CUB in
  the performance of any covenant, agreement, representation,
  warranty, duty or obligation hereunder; provided, however,
  that no such termination shall be effective if, within such
   68
  30-day period, the breaching or defaulting party
  shall have substantially corrected and cured the grounds for
  the termination as set forth in said notice of termination.

                By   Bancorp  or  CUB  if  any  governmental   or
  regulatory  authority denies or refuses to grant the approvals,
  consents or authorizations required to be obtained in order  to
  consummate  the transactions covered and contemplated  by  this
  Agreement,  or if any such approval contains conditions  which,
  in  the  reasonable opinion of Bancorp or CUB,  are  materially
  burdensome to its ongoing operations.

               By  CorpBank  if  any governmental  or  regulatory
  authority  denies  or refuses to grant the approvals,  consents
  or   authorizations  required  to  be  obtained  in  order   to
  consummate  the transactions covered and contemplated  by  this
  Agreement other than the Merger.

               By  Bancorp  or   CUB at any  time  prior  to  the
  Effective Time of the Merger, if (A) the Board of Directors  of
  CorpBank approves a transaction (or CorpBank executes a  letter
  of  intent  or other document) pursuant to which any person  or
  entity  or  related  group  of persons  or  entities  acquires,
  directly  or  indirectly,  record or beneficial  ownership  (as
  defined  in Rule 13d-3 promulgated by the SEC pursuant  to  the
  1934  Act)  or control of 5% or more of the outstanding  shares
  of  CorpBank  Stock; (B) any person or entity or related  group
  of  persons  or  entities seeks to acquire 5% or  more  of  the
  outstanding  shares  of  CorpBank  Stock  by  tender  offer  or
  otherwise,  and  the Board of Directors of  CorpBank  does  not
  advise  CorpBank's shareholders that the Board does not support
  such  tender offer or acquisition and that it does support  the
  Merger;  (C)  if  CorpBank violates its  covenant  pursuant  to
  Section  5.7(j);  or  (D)  the  Merger  does  not  receive  the
  requisite approval of CorpBank shareholders.

            This  Agreement shall be terminated if any conditions
specified  in  Article VI have not been satisfied  or  waived  in
writing  by  the  party authorized to waive  such  conditions  by
September  30,  1995  unless mutually  extended  by  the  parties
hereto.

            This Agreement may be terminated by Bancorp or CUB if
Schedules  provided  by  CorpBank  disclose  material  contracts,
liabilities  or  potential liabilities not  previously  disclosed
orally  or  in  writing by CorpBank to CUB or  fail  to  disclose
material  contracts, liabilities or potential  liabilities  which
come to CUB's attention in any other manner.

      Effect of Termination; Survival.  No termination of this
Agreement under this Article VIII for any reason or in any manner
shall release, or be construed as so releasing, any party hereto
from its obligations pursuant to Sections 5.1, 9.1 or 9.2 hereof
or from any liability or damage to any other party hereto arising
out of, in connection with or otherwise relating to, directly or
indirectly, said party's material breach, default 
 69
or failure in performance of any of its covenants, agreements,
duties or obligations arising hereunder, or any breaches of any
representation or warranty contained herein arising prior to the
date of termination of this Agreement.

                                
                                
                             ARTICLE

                       GENERAL PROVISIONS

      Indemnification.

           CorpBank agrees to defend, indemnify and hold harmless
Bancorp  and CUB, their officers and directors, their  attorneys,
and  each person who controls Bancorp within the meaning  of  the
Securities Act from and against any costs, damages, liability and
expenses   of  any  nature,  insofar  as  such  costs,   damages,
liabilities  and  expenses arise out of or  are  based  upon  any
untrue statement or alleged untrue statement of any material fact
contained in the Proxy Statement or in the Registration Statement
or  any amendments or supplements thereto, or arise out of or are
based  upon the omission or alleged omission to state  therein  a
material fact required to be stated therein or necessary to  make
the  statements therein not misleading; provided,  however,  that
CorpBank shall be liable in any such case only to the extent that
any  such cost, damage, liability or expense arises out of or  is
based  upon  any untrue statement or alleged untrue statement  or
omission  or  alleged omission made in said  Proxy  Statement  or
Registration Statement or amendments or supplements  thereto,  in
reliance upon and in conformity with information with respect  to
CorpBank or CorpBank Subsidiaries furnished to Bancorp by  or  on
behalf of CorpBank specifically for use therein.

            Bancorp  and CUB agree to defend, indemnify and  hold
harmless  CorpBank,  its officers and directors,  its  attorneys,
accountants  and  each person who controls  CorpBank  within  the
meaning  of  the  Securities  Act from  and  against  any  costs,
damages, liabilities and expenses of any nature, insofar  as  any
such costs, damages, liabilities or expenses arise out of or  are
based  upon  any untrue statement or alleged untrue statement  of
any  material  fact contained in the Proxy Statement  or  in  the
Registration Statement or any amendments or supplements  thereto,
or  arise  out  of  or  are based upon the  omission  or  alleged
omission  to state therein a material fact required to be  stated
therein  or  necessary to make statements therein not misleading;
provided,  however, that neither Bancorp nor Bank will be  liable
in  any  such  case  to the extent that any  such  cost,  damage,
liability  or expense arises out of or is based upon  any  untrue
statement  or  alleged untrue statement or  omission  or  alleged
omission  made in said Proxy Statement or Registration Statement,
or  amendments or supplements thereto, in reliance  upon  and  in
conformity with information with respect to CorpBank or  CorpBank
Subsidiaries  furnished to Bancorp by or on  behalf  of  CorpBank
specifically for use therein.
 70
       Expenses.  Each party hereto shall pay its own  costs  and
expenses,  including, but not limited to, those of its  attorneys
and  accountants,  in  connection with  this  Agreement  and  the
transactions covered and contemplated hereunder.
 71

       Notices.   All  notices, demands or  other  communications
hereunder   shall  be  in  writing  or  by  telex  or   facsimile
transmission and shall be deemed to have been duly given  on  the
date  of  service  if  delivered (i) in person  or  by  telex  or
facsimile  transmission  (provided  that  telexed  or  telecopied
notices  are also mailed by first class, certified or  registered
mail,  postage prepaid); or (ii) 72 hours after mailing by United
States  mail, first-class, certified or registered,  with  return
receipt requested and postage prepaid, and properly addressed  as
follows:

           If to CorpBank:

               Corporate Bank
               2740 North Grand Avenue
               Santa Ana, California 94105

               Attention:
               Allan Stokke, Chairman
               Stanley Pawlowski, Vice Chairman

           With copies to:

               Richard Knecht, Esq.
               Knecht & Hansen
               1301 Dove Street, Suite 900
               Newport Beach, California 92660
               fax:   (714) 851 1732
page  length adjusted for this page only      (b) If  to  Bancorp
and CUB:

                CU  Bancorp and California United Bank,  National
Association
               16030 Ventura Boulevard
               Encino, California 90071
               Attention:  Stephen G. Carpenter.
                      Chief Executive Officer

               Telecopier Number (818) 907-5024


      With copies to:

               Anita Y. Wolman, Esq.
               General Counsel
               California United Bank, N.A.
               16030 Ventura Boulevard
               Encino, California 91436
               Telecopier No. (818) 907-5024


The persons or addresses to which mailings or deliveries shall be
made may change from time to time by notice given pursuant to the
provisions of this Section 9.3.
 72
       Successors and Assigns.  All terms and provisions of  this
Agreement shall be binding upon and inure to the benefit  of  the
parties  hereto and their respective transferees, successors  and
assigns;  provided,  however, that, except  as  otherwise  contem
plated  herein, this Agreement and all rights, privileges, duties
and  obligations  of the parties hereto may not  be  assigned  or
delegated  by any party hereto without the prior written  consent
of  the  other  parties  to  this  Agreement  and  any  purported
assignment  in violation of this Section 9.4 shall  be  null  and
void.

       Third Party Beneficiaries.  Each party hereto intends that
this Agreement shall not benefit, or create any right or cause of
action  in  or  on behalf of, any person other than  the  parties
hereto.  As used in this Agreement, the term "party" or "parties"
shall   refer   only   to   Bancorp,  CUB,   CorpBank,   CorpBank
Subsidiaries, the Surviving Association or any of them.

       Counterparts.  This Agreement may be executed  in  one  or
more  counterparts, all of which taken together shall  constitute
one instrument.

       Governing Law.  This Agreement is made and entered into in
the  State  of  California and, except to  the  extent  that  the
provisions   of   the  National  Banking  Act   are   mandatorily
applicable, the laws of the State of California shall govern  the
validity  and  interpretation hereof and the performance  of  the
parties   hereto  of  their  respective  duties  and  obligations
hereunder.  The parties hereto agree to venue in the city of  Los
Angeles, State of California.

      Captions.  The captions contained in this Agreement are for
convenience  of  reference only and do not form a  part  of  this
Agreement.

       Waiver and Modification.  No waiver of any term, provision
or  condition of this Agreement, whether by conduct or otherwise,
in  any one or more instances, shall be deemed to be or construed
as  a further or continuing waiver of any such term, provision or
condition of this Agreement.  This Agreement and the Agreement of
Merger,  when executed and delivered, may be modified or  amended
by action of the Boards of Directors of Bancorp, CUB, CorpBank or
CorpBank   Subsidiaries  without  action  by   their   respective
shareholders.  This Agreement may be modified or amended only  by
an  instrument of equal formality signed by the parties or  their
duly authorized agents.

      Attorneys' Fees.  In the event any of the parties to this
Agreement brings an action or suit against any other party by
reason of any breach of any covenant, agreement, representation,
warranty or other provision hereof, or any breach of any duty or
obligation created hereunder by such other party, the prevailing
party, as determined by the court or other body having
jurisdiction, shall be entitled to have and recover of and from
the losing party, as determined by the court or other body 
 73
having jurisdiction, all reasonable costs and expenses incurred
or sustained by such prevailing party in connection with such
suit or action, including, without limitation, legal fees and
court costs (whether or not taxable as such).

      Jury Waiver.  THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY
MATTER ARISING OUT OF THIS AGREEMENT OR RELATED TO THIS AGREEMENT
OR  IN CONNECTION WITH ANY TRANSACTION OR MATTER CONTEMPLATED  IN
THIS AGREEMENT.

       Entire  Agreement.  The making, execution and delivery  of
this Agreement by the parties hereto have not been induced by any
representations, statements, warranties or agreements other  than
those herein expressed.  This Agreement embodies the entire under
standing  of the parties and there are no further or other  agree
ments  or understandings, written or oral, in effect between  the
parties  relating to the subject matter hereof, unless  expressly
referred to by reference herein.

       Severability.  Whenever possible, each provision  of  this
Agreement and every related document shall be interpreted in such
manner  as  to  be valid under applicable law.  However,  if  any
provision  of any of the foregoing shall be invalid or prohibited
under said applicable law, it shall be construed, interpreted and
limited  to effectuate its purpose to the maximum legally  permis
sible extent.  If it cannot be so construed and interpreted so as
to  be  valid under such law, such provision shall be ineffective
to   the   extent  of  such  invalidity  or  prohibition  without
invalidating  the  remainder of such provision or  the  remaining
provisions  of  this  Agreement,  and  this  Agreement  shall  be
construed  to the maximum extent possible to carry out its  terms
without  such  invalid  or  unenforceable  provision  or  portion
thereof.

       Effect  of  Disclosure.   Any list,  statement,  document,
writing  or  other  information set forth in,  referenced  to  or
attached  to  any Schedule or Exhibit delivered pursuant  to  any
provision  of  this Agreement shall be deemed to  constitute  dis
closure for purposes of any other Schedule or Exhibit required to
be delivered pursuant to any other provision of this Agreement.



       Publicity.   The  parties  hereto  agree  that  they  will
coordinate  on any publicity concerning this Agreement,  and  the
transactions contemplated hereby.  Except as may be  required  by
law,  no party shall issue any press release, publicity statement
or  other public notice relating in any way to this Agreement  or
any of the transactions contemplated hereby without obtaining the
prior  consent  of  the  others,  which  consent  shall  not   be
unreasonably withheld.

      Knowledge.  Whenever any statement herein or in any
schedule, exhibit, certificate or other documents delivered to
any party pursuant to this Agreement is made "to the 
74
knowledge" or "to the best knowledge" of any party or other
person, such party or other person shall make such statement only
after conducting an investigation reasonable under the
circumstances of the subject matter thereof, and each such
statement shall constitute a representation that such
investigation has been conducted.

     Schedules.  Notwithstanding anything to the contrary herein,
Schedules  to this Reorganization Agreement may be submitted  not
more  than  ten  (10) business days following execution  of  this
Reorganization  Agreement.  If a party does  not  object  to  any
Schedule  within 3 business days of receipt thereof, it shall  be
deemed acceptable.
 75

   IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement on the day and year first above written.

      Bancorp:              CU BANCORP


                            By:____________S/S____________
                            Name: STEPHEN G. CARPENTER
                            Title:  PRESIDENT


                            By:___________S/S_____________
                            Name: PATRICK HARTMAN
                            Title:   CHIEF FINANCIAL OFFICER



CUB:                        CALIFORNIA UNITED BANK, NATIONAL

ASSOCIATION


By:_________S/S_______________
                            Name:  STEPHEN G. CARPENTER
                            Title:  CHIEF EXECUTIVE OFFICER

                            By:_________S/S_______________
                            Name:   DAVID I. RAINER
                            Title:   PRESIDENT


      CorpBank:             CORPORATE BANK


                            By:_________S/S__________________
                            Name:  WENDY ROPPA
                            Title: CORPORATE SECRETARY


                            By:_____S/S______________________
                            Name:  ALLAN H. STOKKE
                            Title:CHAIRMAN OF THE BOARD





DATED: APRIL 7, 1995
 76