[SDNB Financial Corp. Letterhead]


Date:  July 15, 1996


SDNB FINANCIAL CORP. TO BE PURCHASED BY FBOP CORPORATION FOR $26.6 MILLION

For Immediate Release:

     San Diego, CA ****  The board of directors of SDNB Financial Corp., 
holding company for San Diego National Bank, has approved the sale of the 
corporation to FBOP Corporation, a privately-held financial company that 
owns and operates community banks.  The 15-year old bank and holding 
company were purchased for $26.6 million by the Illinois-based FBOP, which 
owns six other financial institutions in San Diego, Texas and Illinois.

     The announcement was made today by Murray L. Galinson, president and 
CEO of SDNB Financial Corp.  The purchase is expected to be completed by 
first quarter 1997, pending shareholder and regulatory approval.

     Accordingly to Galinson, SDNB Financial Corp. shareholders will receive
approximately $7.95 to $8.00 per share.  "We will be able to serve more 
customers with a greater lending capacity, increasing from $2 million to 
approximately $20 million," said Galinson, adding that, "San Diego lacks 
locally headquartered banks that are large

                                   more



2-2-2-2 SDNB Financial Corp. Sale


enough to grow with their business customers, but not so large that they 
lose the flexibility to deliver individualized service.  Now we can better 
fill that void, yet little else will change about the bank because San 
Diego National Bank will retain its name, board of directors and basic 
structure.  This affiliation accomplishes our mission to be THE business 
bank in San Diego."

     During 1995 and 1996, FBOP Corporation acquired the San Diego branches 
of two financial Institutions, International Savings Bank and California 
Federal Savings Bank.  The combined 10 branch offices are operating as 
Regency Savings Bank.

     "We like the mix of community-based banks, able to make decisions 
locally, that participate and belong to the community," said Robert M. 
Heskett, president of FBOP Corporation.

     FBOP Board Chairman Michael E. Kelly stated that he was impressed 
with San Diego's demographics.  "We believe the county has a vibrant 
future.  The economy is recovering, and while there are many big 
institutional banks, there is definitely  a need for locally controlled, 
community-oriented banks with a stake in the local economy and businesses," 
he noted.

     "We have had a number of offers," said Galinson.  "In addition to 
return to our shareholders, the key to the sale was the ability to retain 
autonomy and the professional team that we have built around the practice 
of personalized banking.  In a letter to customers advising them of the 
sale, Galinson pointed out that, except for increased

                                   more



3-3-3-3 SDNB Financial Corp. Sale


capabilities, they will not even notice the change in ownership.

     "In our experience, people get lost in the financial supermarkets 
that are replacing community banks.  We intend to perform and provide the 
same hometown service as we have in the past.  Despite our purchase, 
unlike other bank mergers, there will not be branch closings, massive 
employee layoffs, or out-of-town 800 telephone numbers for customers who 
want information or have concerns," he added.

     Kelly stated that San Diego National Bank will continue its program 
of support for charities, the arts, and civic participation.  "Wherever we 
have a financial institution, we become an active part of that city.  We 
are community-oriented people and that is one of the reasons we were 
particularly attracted to San Diego National Bank."

     San Diego National Bank headquarters building is located on the 
corner of Kettner Blvd. and Ash Street.  A South Bay branch office is 
located on "H" Street, in Chula Vista.


                                   ###