SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12

COMBANCORP
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
2

COMBANCORP
420 North Montebello Boulevard
Montebello, California 90640

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

MAY 10, 1995

TO EACH SHAREHOLDER OF COMBANCORP:

You are invited to attend the 1995 Annual Meeting of
Shareholders of COMBANCORP (the "Company"), which will be held on Wednesday,
May 10, 1995, at 10:00 o'clock a.m., Pacific Time, at the Wyndham Garden Hotel
(Room C), 5757 Telegraph Road, City of Commerce, California, for the following
purposes:

1. Election of Directors. To elect the following seven persons
to serve until the next annual meeting of shareholders and
until their successors are elected and have qualified: Richard
F. Demerjian, Robert L. Glover, Jack Minasian, James C.
Oppenheim, Phillip J. Pace, Richard J. Strayer and Esther G.
Wilson.

2. To transact such other business as may properly come before
the meeting or any adjournment thereof.

Only shareholders of record at the close of business on March
31, 1995, are entitled to notice of, and to vote at, this meeting.

By Order of the Board of Directors

Esther G. Wilson
Corporate Secretary

Montebello, California
April 17, 1995

IN ORDER TO ENSURE YOUR REPRESENTATION, PLEASE COMPLETE, SIGN AND DATE
THE ENCLOSED FORM OF PROXY AS PROMPTLY AS POSSIBLE AND RETURN IT IN THE
ENCLOSED ENVELOPE. IF YOU ATTEND THE MEETING AND WISH TO VOTE IN PERSON, YOU
MAY WITHDRAW YOUR PROXY. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO ITS
EXERCISE.

IN ORDER TO FACILITATE THE PROVIDING OF ADEQUATE ACCOMMODATIONS,
PLEASE INDICATE ON THE PROXY WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING.
3
COMBANCORP
420 North Montebello Boulevard
Montebello, California 90640
________________________

PROXY STATEMENT
________________________

May 10, 1995

GENERAL

This Proxy Statement is furnished in connection with the
solicitation of the proxies by the Board of Directors of COMBANCORP, a
California corporation (the "Company") for the 1995 Annual Meeting of
Shareholders of the Company to be held on Wednesday, May 10, 1995, at 10:00
o'clock a.m., Pacific Time, at the Wyndham Garden Hotel (Room C), 5757
Telegraph Road, City of Commerce, California, and any adjournments thereof (the
"Annual Meeting"). The purposes of the Annual Meeting are set forth in the
Notice of Annual Meeting of Shareholders to which this Proxy Statement is
attached.

The solicitation of the proxy accompanying this Proxy
Statement is made by the Board of Directors of the Company and the cost of this
solicitation will be paid by the Company. The solicitation of proxies will be
made primarily by use of the mails. In addition, directors, officers and
regular employees of the Company may make solicitations by telephone, telegraph
or personal interviews, and may request banks, brokers, fiduciaries and other
persons holding stock in their names, or in the names of their nominees, to
forward proxies and proxy materials to their principals and obtain
authorization for the execution and return of such proxies. The Company will
reimburse such banks, brokers and fiduciaries for their out-of-pocket expenses
incurred in connection with such solicitation.

A form of proxy for use at the Annual Meeting is enclosed.
Any proxy given may be revoked by a shareholder at any time before it is
exercised by filing with the Secretary of the Company a notice in writing
revoking it or by duly executing a proxy bearing a later date. Proxies also
may be revoked by any shareholder present at the Annual Meeting who desires to
vote such shares in person. Subject to such revocation and except as otherwise
stated herein or in the form of proxy, all proxies duly executed and received
prior to, or at the time of, the Annual Meeting will be voted in accordance
with the instructions contained therein. If no instruction is specified with
respect to a matter to be acted upon, the shares represented by the proxy will
be voted in favor of the election of the nominees for directors set forth
herein and, if any other business is properly presented at the Annual Meeting,
in accordance with the recommendations of a majority of the Board of Directors.
The Company expects that this Proxy Statement and the form of proxy will be
first mailed to shareholders of record on or about April 17, 1995.
4
OUTSTANDING SHARES AND VOTING RIGHTS

There were issued and outstanding 565,789 shares of the
Company's Common Stock on March 31, 1995, which has been set as the record date
(the "Record Date") for the purpose of determining the shareholders entitled to
notice of, and to vote at, the Annual Meeting. The presence of a majority of
the outstanding shares entitled to vote at the Annual Meeting, represented in
person or by proxy, will constitute a quorum. Abstentions will be treated as
shares present and entitled to vote for purposes of determining the presence of
a quorum.

On any matter submitted to a shareholder vote, other than the
election of directors, each holder of Common Stock will be entitled to one
vote, in person or by proxy, for each share of stock standing in his or her
name on the books of the Company as of the Record Date. For the election of
directors, each shareholder has cumulative voting rights and is entitled to as
many votes as shall equal the number of shares of stock held, multiplied by the
number of directors to be elected, and may cast all of his or her votes for a
single candidate or may distribute such votes among any or all the candidates
as he or she sees fit. In order for a shareholder to cumulate votes, the
nominee's name must be placed in nomination prior to the voting and the
shareholder desiring to cumulate votes must give notice of his or her intention
to cumulate votes at the meeting prior to the voting. If any shareholder gives
such notice, all shareholders may cumulate their votes. If cumulative voting
is invoked, and unless contrary instructions are given by a shareholder who
signs a proxy, all votes represented by such proxy will be cast in such manner
and in accordance with the discretion of the proxyholders as will result in the
election of as many of the Board of Directors' nominees as is possible. In the
election of directors, the seven candidates receiving the highest number of
votes will be elected.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

Management knows of no person who, as of March 31, 1995,
beneficially owned in excess of five percent (5%) of the outstanding Common
Stock of the Company, except for the persons who, as of such date, beneficially
owned in excess of five percent (5%) of the Company's Common Stock identified
elsewhere herein (see "SECURITY OWNERSHIP OF MANAGEMENT") and the persons
identified in the following table:

Common Stock Beneficially Owned
as of March 31, 1995
---------------------------------------
Number of Shares Percent
---------------- -------

Adelle N. Soffa(1) 45,936 8.1%

Edith Sugden(2) 44,503 7.9%

(1) The business address of Mrs. Soffa is 5901 Corvette Street, City of
Commerce, California 90040.

(2) Mrs. Sugden's business address is 6832 Foster Bridge Road, Bell
Gardens, California 90201.

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SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth certain information regarding
the beneficial ownership of the Company's Common Stock as of March 31, 1995 by
each director of the Company and nominee for election at the Annual Meeting,
and by all directors and executive officers1 of the Company as a group.

Common Stock Beneficially Owned
as of March 31, 1995
-------------------------------------------------
Number of Shares Percent
-------------------------------------------------

Richard F. Demerjian 58,877(2) 10.1%

Robert L. Glover 34,625 6.1%

Jack Minasian 26,500(3) 4.6%

James C. Oppenheim 22,291(4) 3.9%

Phillip J. Pace 48,546(5) 8.5%

Richard J. Strayer 8,850(6) 1.6%

Esther G. Wilson 14,660(7) 2.5%

All directors and executive 214,349(8) 34.7%
officers as a group
(8 persons including those listed
above)
- - ------------------------

(1) As used herein, the term "executive officer" means the Chairman/Chief
Executive Officer and Chief Financial Officer of the Company and the Senior
Vice President/Senior Credit Officer of the Bank.

(2) Includes 625 shares owned by Mr. Demerjian's wife, 2,999 shares
allocated to Mr. Demerjian's account and held in trust under the Company's
Employee Stock Ownership Plan (the "ESOP") and 18,750 shares which may be
acquired within 60 days through the exercise of outstanding options. Mr.
Demerjian disclaims any beneficial interest in the shares owned by his wife.
Mr. Demerjian's business address is the same as that of the Company.

(3) Includes 5,000 shares owned by the Metropolitan Waste Disposal
Corporation Retirement Trust, of which Mr. Minasian is a trustee, and 5,000
shares which may be acquired within 60 days through the exercise of outstanding
options. Except for his personal interest in the Retirement Trust, which was
approximately 35% of the total assets at December 31, 1994, Mr. Minasian
disclaims any beneficial interest in the shares owned by the Retirement Trust.

(4) Includes 125 shares owned by Oppenheim Insurance Agency, Inc., of
which Mr. Oppenheim is President, director and principal shareholder, and 5,000
shares which may be acquired within 60 days through the exercise of outstanding
options.

(5) Includes 5,000 shares which may be acquired within 60 days through the
exercise of outstanding options.

(6) Includes 5,000 shares which may be acquired within 60 days through the
exercise of outstanding options.

(7) Includes 2,035 shares allocated to Ms. Wilson's account and held in
trust under the ESOP, and 12,500 shares which may be acquired within 60 days
through the exercise of outstanding options.

(8) Includes an aggregate of 5,034 shares held in trust under the ESOP and
51,250 shares which may be acquired within 60 days through the exercise of
outstanding options.

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ELECTION OF DIRECTORS

The Board of Directors has nominated the persons set forth
below for election as directors of the Company at the Annual Meeting. All of
the nominees are currently serving as members of the Board of Directors of the
Company and its wholly-owned subsidiary, Commerce National Bank (the "Bank").
Each director elected will serve until the next annual meeting of shareholders
and until his or her successor is elected and qualified.

Except as otherwise provided herein with respect to cumulative
voting, votes will be cast according to the proxies, which are hereby
solicited, for each of the Board's nominees for director. If any shareholder
elects to cumulate votes at the Annual Meeting, the proxyholders will
distribute the votes represented by each proxy in accordance with their
discretion among the nominees named below in a manner that will result in the
election of as many of the Board of Directors' nominees as possible. The
nominees receiving the highest number of votes cast will be elected regardless
of whether any one of them receives the vote of a majority of the shares
represented at the meeting. If any nominee is unable to serve, the proxies
will be voted by the persons named in the form of proxy in their discretion for
another person. Management has no reason to believe that any nominee named
will not be able to serve as a director for his or her prescribed term.

According to the Bylaws of the Company, any shareholder may
make nominations for the election of directors if notice of such nominations is
delivered to, or mailed and received at, the principal executive offices of the
Company not less than thirty calendar days prior to the date of the originally
scheduled meeting; provided, however, that, if less than forty calendar days'
notice or prior public disclosure of the date of the meeting is given or made
by the Company, notice of such nomination must be so received not later than
the close of business on the tenth calendar day following the earlier of the
day on which notice of the meeting was mailed or the day on which such public
disclosure was made. If nominations are not so made, only the nominations of
the Board of Directors may be voted upon at the meeting.

Beginning on the following page is a summary of certain
information regarding the Board of Directors' nominees for the election of
directors.

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Director
Director Age Since Principal Occupation
-------- --- ------- --------------------

Richard F. Demerjian 59 1982 Mr. Demerjian has been Chairman of the Board of the
Company and the Bank, and Chief Executive Officer of the
Company since their respective organization, and
President and Chief Executive Officer of the Bank since
June 1, 1987. From May 1984 to January 1987, he also
was Chairman of the Board and Chief Executive Officer of
Heath & Company, a national electrical sign
manufacturer. Prior thereto, Mr. Demerjian was
President and sole shareholder of Luminart Neon Company,
Inc. He is a member of the Rotary Club of Montebello,
past Chairman of the Board of the Montebello Chamber of
Commerce and currently serves on the Board of Directors
of the Beverly Community Hospital Association and
Montebello Community Health Services, Inc.

Robert L. Glover 54 1994 Mr. Glover has been President, director and a principal
shareholder of Alea, Inc., d/b/a Bettermade Plastics, a
plastics and other disposable products master
distributor in Los Angeles, California since 1974. Mr.
Glover holds a Bachelor of Arts degree from Columbia
College of Chicago, Los Angeles, California.

Jack Minasian 67 1982 Mr. Minasian has been principal shareholder of
Metropolitan Waste Disposal Company, Inc., Montebello,
California, since 1953, and is currently Chairman of the
Board. He is a member of the Triple X Fraternity.

James C. Oppenheim 49 1982 Mr. Oppenheim has been President and sole shareholder of
Oppenheim Insurance Agency, Inc., Sylmar, California,
since 1970. He is also Chief Executive Officer of
Compensation Control, Inc. and Comtrac Control Services,
Inc. Mr. Oppenheim attended Pierce College and Los
Angeles Valley College. He is a member of the
Professional Insurance Agents.

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Director
Director Age Since Principal Occupation
-------- --- ------- --------------------

Phillip J. Pace 60 1989 Mr. Pace has been President and owner of Pace
Development Company, a real estate management company,
since 1965, and is also currently Chairman of the Board,
President and principal shareholder of Pace Land &
Development Company, Inc., a general contractor in
Montebello, California. He holds an Associates of Arts
degree from East Los Angeles College, Los Angeles,
California. Mr. Pace is a member of the Rotary Club and
a past Chairman of the Board of the Montebello Chamber
of Commerce. He was also founder and director of Golden
Security Thrift & Loan Association, Alhambra,
California, and was elected to three terms as Treasurer
of the City of Montebello.

Richard J. Strayer 46 1992 Mr. Strayer is President and sole shareholder of Richard
J. Strayer Inc., a bookkeeping service located in
Downey, California. Mr. Strayer has held this position
since 1972. Mr. Strayer is a member and past President
of the Bell-Maywood Toastmaster Club, the San Gabriel
Chapter Inland Society of Tax Consultants and is a
member of the National Society of Public Accountants and
the National Association of Enrolled Agents.

Esther G. Wilson 57 1986 Ms. Wilson has been Chief Financial Officer of the
Company since May 1985, Secretary of the Company since
1991, and Senior Vice President and Cashier of the Bank
since October 1982. She also has served as Secretary of
the Bank since 1986. Prior to joining the Bank, Ms.
Wilson was employed by Lloyds Bank California for over
23 years, serving from 1973 to 1982 as Vice President
and Regional Operations Supervisor. Ms. Wilson holds a
Graduate Certificate from the Colorado School of Banking
at the University of Colorado, and currently serves on
the Board of Directors of the Rio Hondo Boys and Girls
Club.

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

SUMMARY COMPENSATION TABLE

No executive officer of the Company earned cash compensation
during the year ended December 31, 1994, except in his or her capacity as an
executive officer of the Bank, and except for director's fees paid by the Bank
to its Board of Directors. The following table sets forth a comprehensive
overview of the compensation of the Company's Chief Executive Officer during
1994 and comparative data for the two previous fiscal years. No other
executive officer of the Company received salary and bonus in excess of
$100,000 during 1994.

Long Term
Annual Compensation Compensation
--------------------------- --------------
Name and Salary Bonus Options
Principal Positions Year $ $ #
----------------------------------- ---- ----------- ---------- --------------

Richard F. Demerjian 1994 127,692 25,000 ----
Chairman, Chief Executive 1993 127,692 2,456 18,750
Officer and President of the 1992 127,692 2,456 ----
Company and the Bank

AGGREGATED OPTION EXERCISES AND YEAR-END OPTION VALUE TABLE

The following table sets forth the number and value of options
held by the Company's Chief Executive Officer at December 31, 1994. No stock
options or stock appreciation rights were exercised by the Chief Executive
Officer during 1994.

Value of Unexercised
Number of Unexercised In-the-Money Options
Options at Year-End at Year-End

Name Exercisable/Unexercisable Exercisable/Unexercisable
------------------------------------- ------------------------- -------------------------

Richard F. Demerjian 18,750 / 0 $0 / $0

Compensation of Directors

Directors of the Company do not receive director's fees for
attendance at Company Board meetings. However, each non-employee director of
the Company who also served on the Board of Directors of the Bank during 1994
received an annual director's fee of $6,000 from the Bank. Each non-employee
director who served on the Loan Committee of the Bank during 1994 received an
additional fee of $250 per month for each month of service. No other
agreements or arrangements exist with respect to compensation for services as a
director of the Bank. Pursuant to the foregoing arrangements, the Bank paid
$36,000 in aggregate compensation to directors during 1994.

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1993 Stock Option Plan

The 1993 Stock Option Plan (the "1993 Option Plan") was
adopted and approved by the Company's Board of Directors on March 17, 1993 and
was approved by the Company's shareholders on May 12, 1993. Unless sooner
terminated by the Board of Directors, the 1993 Option Plan will expire in March
2003. The Board adopted the 1993 Option Plan in response to the expiration of
the Company's 1982 Stock Incentive Plan in December 1992, due to the Board's
continued belief that a key element of executive compensation is stock-based
incentive compensation. Such compensation advances the interests of the
Company by encouraging, and providing for, the acquisition of equity interests
in the Company by officers, other key employees and directors, thereby
providing substantial added motivation for superior performance. The adoption
of the 1993 Option Plan also provides the Board with added flexibility to adapt
to changing economic and competitive conditions by implementing stock-based
compensation strategies which will attract and retain those employees and
directors who are important to the long-term success of the Company and the
Bank.

The 1993 Option Plan is administered by the Board of Directors
of the Company or a committee designated by the Board of Directors (in any
case, the "Committee"), which has the authority to, among other things, select
those eligible for participation, set the terms of stock options, establish
rules and regulations which it may deem appropriate for the proper
administration of the 1993 Option Plan, and interpret and make determinations
under the 1993 Option Plan. The 1993 Option Plan provides for the issuance of
either non-qualified stock options or incentive stock options within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended. A
total of 93,501 shares of the Common Stock have been authorized for issuance
under the 1993 Option Plan. Shares awarded may be composed of, in whole or in
part, authorized but unissued shares.

Generally, non-qualified stock options may be granted under
the 1993 Option Plan to any person who is or has agreed to become a director,
officer or other employee of the Company or any of its subsidiaries. Incentive
options may be granted only to officers or other employees of the Company or a
subsidiary. The Committee determines the expiration of options granted
pursuant to the 1993 Option Plan, provided, however, that options must expire
within 10 years after the grant date. An option is exercisable as determined
on the grant date by the Committee, but once exercisable, an optionee may
exercise a part of the option until the option expires or is otherwise
terminated.

Pursuant to the 1993 Option Plan, the purchase price for
shares to be issued with respect to an option will not be less than 100% of the
fair market value of such shares on the grant date. The exercise price of an
option is payable in full at the time of delivery of the shares in cash or in
shares of the Common Stock. During the fiscal year ended December 31, 1994,
stock options to purchase 5,000 shares of the Common Stock for a term of ten
years were granted under the 1993 Option Plan. As of March 31, 1995, the
Company had, pursuant to the 1993 Option Plan, options outstanding to purchase
a total of 56,250 shares of the Common Stock.

Employee Stock Ownership Plan

On August 12, 1987, the Board of Directors adopted the
COMBANCORP Employee Stock Ownership Plan effective January 1, 1987. The ESOP
is intended to qualify as a stock bonus plan under Section 401(a) of the
Internal Revenue Code of 1986, as amended (the "Code"), and consists of an
employee stock ownership plan designed to satisfy the requirements of Section
4975(e)(7) of the Code. Although the Company intends to make annual
contributions to the ESOP, the amount of such contributions is discretionary
and the Company is not required to make any contribution for any year unless
the ESOP borrows funds to acquire Common Stock of the Company. The ESOP will
invest primarily in the Common Stock of the Company and may acquire such stock
from the Company or by means of open market purchases or privately negotiated
transactions at fair market value. The ESOP will

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be funded primarily through Company contributions, which may be made in stock
or cash. During 1994, the Company made a $50,000 contribution to the ESOP.

Transactions with Management

Certain officers and directors of the Company, and their
affiliates, borrowed funds from the Bank during 1994. All the loans were made
in the ordinary course of business on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons, and did not involve more than the normal risk
of collectibility or present other unfavorable features. At December 31, 1994,
loans to officers and directors totaled approximately $1,066,000 and the total
indebtedness of one director, although performing, was classified.

The Bank leases the Montebello branch facility from a company
owned by Phillip J. Pace, a director of the Company, under a month-to-month
arrangement while a new lease is being negotiated. Under the month-to-month
arrangement, the Company paid monthly rent of $10,823 plus normal repairs and
maintenance, property taxes and insurance. Lease expense for all operating
leases was $164,000 in 1994, substantially all of which was paid to the related
party.

During the year ended December 31, 1994, the Company paid to a
company controlled by James C. Oppenheim, a director of the Company,
approximately $60,000 for insurance premiums.

It is the opinion of management of the Company that these
transactions were no less favorable to the Company than those which could have
been obtained from persons not affiliated with the Company.

MEETINGS AND COMMITTEES OF THE BOARD

The Board of Directors of the Company has appointed several
committees, including an Executive Committee, an Audit Committee, a
Compensation Committee and a Nominating Committee.

The Executive Committee is composed of Messrs. Demerjian,
Oppenheim and Minasian. Between meetings of the Board and while the Board is
not in session, the Executive Committee possesses all the powers and may
exercise all the duties of the Board of Directors in the management of the
affairs of the Company which may, by law, be delegated to it by the Board of
Directors. The Executive Committee did not meet during 1994.

The Audit Committee is composed of Messrs. Pace, Minasian and
Strayer, and Ms. Wilson, and is empowered to (i) meet with the independent
auditors of the Company and review the scope of their annual audit, any open
questions as to the choice of acceptable accounting principles to be applied
and all other matters relating to the auditors' relationship with the Company,
(ii) advise and assist the Board in evaluating the auditors' performance,
including the scope and adequacy of the auditors' examination, (iii) select,
with the approval of the Board, the firm of independent auditors to be employed
by the Company, (iv) review the Company's annual financial statements and
discuss such statements with the auditors prior to their release, (v) receive
and consider the auditors' comments and suggestions as to the internal audit
and control procedures, adequacy of staff and other matters, and (vi) perform
such other functions and undertake such investigations relating to the
financial and accounting aspects of the Company as the Board may direct. The
functions of the Audit Committee are limited to the foregoing and do not
include normal management functions concerning accounting or auditing
practices. The Audit Committee met one time during 1994.

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The Compensation Committee is composed of Messrs. Demerjian,
Glover and Oppenheim and is authorized and empowered to (i) fix the
compensation to be paid to executive officers of the Company and its
subsidiaries, (ii) determine the amount of any bonus under the terms of any
contract of employment between the Company or its subsidiaries and any
executive officer, (iii) investigate and recommend to the Board employee
benefit plans deemed appropriate for the employees of the Company and its
subsidiaries, (iv) supervise the administration of any such employee benefit
plans adopted by the Company and its subsidiaries, and (v) undertake such other
investigations and perform such other functions as the Board may from time to
time direct. The Compensation Committee met once during 1994.

The Nominating Committee is composed of Messrs. Demerjian,
Glover, and Strayer, and is authorized and empowered to (i) solicit and
receive from directors and shareholders of the Company proposed nominees for
election to the Board of Directors and its committees, (ii) investigate and
evaluate the professional and academic experience of the proposed nominees,
(iii) recommend to the Board of Directors nominees for election to the Board
and its committees, and (iv) perform such other functions and undertake such
investigations relating to the selection of Board nominees as the Board may
from time to time direct. The Nominating Committee did not meet during 1994.

During 1994, the Board of Directors of the Company held four
regular meetings and four special meetings. No director attended fewer than
75% of the total number of meetings of the Board and of the committees on which
he or she served during 1994.

INDEPENDENT PUBLIC ACCOUNTANTS

McGladrey & Pullen served as the Company's independent
certified public accountant for the calendar year ended December 31, 1994. A
representative of McGladrey & Pullen is expected to be present at the Annual
Meeting and will have an opportunity to make a statement if he so desires and
to respond to appropriate questions.

SHAREHOLDERS' PROPOSALS FOR 1995 ANNUAL MEETING

Any shareholder who intends to present a proposal for action
at the Company's 1996 Annual Meeting of Shareholders and to have the Company
include such proposal in its proxy soliciting materials pursuant to Rule 14a-8
under the 1934 Act must deliver a copy of the proposal to the Company not later
than December 18, 1995 in a form that complies with applicable regulations. In
addition, the Bylaws of the Company provide that only shareholder proposals
submitted in a timely manner to the Secretary of the Company may be acted upon
at an annual meeting of shareholders. To be timely, a shareholder's notice
must be delivered to, or mailed and received at, the principal executive office
of the Company not less than thirty calendar days prior to the date of the
originally scheduled meeting; provided, however, that, if less than forty
calendar days' notice or prior public disclosure of the date of the scheduled
meeting is given or made by the Company, notice by the shareholder to be timely
must be so received not later than the close of business on the tenth calendar
day following the earlier of the date on which such notice of the date of the
scheduled meeting was mailed or the day on which such public disclosure was
made.

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OTHER MATTERS

Management knows of no other matters to be voted upon at the
Annual Meeting. If any other matter is properly brought before the Annual
Meeting, it is the intention of the proxyholders to vote in their discretion on
such matter.

YOU ARE URGED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY IN
THE ENVELOPE PROVIDED. No postage is required if the envelope is mailed from
within the United States. If you subsequently decide to attend the Annual
Meeting and wish to vote your shares in person, you may do so. Your
cooperation in giving this matter your prompt attention is appreciated.

By Order of the Board of Directors,

Esther G. Wilson
Corporate Secretary

Montebello, California
April 17, 1995

THE COMPANY WILL PROVIDE FREE OF CHARGE TO ANY SHAREHOLDER HEREBY SOLICITED,
UPON WRITTEN REQUEST TO ESTHER G. WILSON, SECRETARY OF THE COMPANY, AT 6001
EAST WASHINGTON BOULEVARD, CITY OF COMMERCE, CALIFORNIA 90640, A COPY OF THE
COMPANY'S 1994 ANNUAL REPORT ON FORM 10-K (WITHOUT EXHIBITS) FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. IF A SHAREHOLDER DESIRES COPIES OF THE
EXHIBITS TO THE REPORT, THEY WILL BE PROVIDED UPON PAYMENT BY THE SHAREHOLDER
OF THE COST OF FURNISHING THE EXHIBITS. A COPY OF COMMERCE NATIONAL BANK'S
ANNUAL DISCLOSURE STATEMENT PREPARED PURSUANT TO PART 18 OF THE RULES AND
REGULATIONS OF THE OFFICE OF THE COMPTROLLER OF THE CURRENCY WILL BE FURNISHED
UPON REQUEST BY WRITING THE BANK AT THE ADDRESS SHOWN ABOVE OR BY CALLING THE
SECRETARY OF THE BANK AT (213) 724-8800.

-11-
14

PROXY COMBANCORP PROXY

6001 E. WASHINGTON BLVD., CITY OF COMMERCE, CA 90040

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby nominates, constitutes and appoints Richard F.
Demerjian and Jack Minasian, and each of them, attorneys, agents and proxies of
the undersigned, with full powers of substitution to each and hereby authorizes
them to represent and to vote as designated below, all shares of Common Stock of
COMBANCORP (the "Company"), held of record by the undersigned at the close of
business on March 31, 1995 at the Annual Meeting of Shareholders to be held on
May 10, 1995 or any adjournment thereof.

1. ELECTION OF DIRECTORS / / FOR all nominees listed below / / WITHHOLD AUTHORITY to vote
(except as marked to the contrary below) for all nominees listed below

Richard F. Demerjian, Robert L. Glover, Jack Minasian,
James C. Oppenheim, Phillip J. Pace, Richard J. Strayer, Esther G. Wilson

(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name in the space provided below.)

- - --------------------------------------------------------------------------------

2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE PROPOSALS. THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED SHAREHOLDER, UNLESS ANY SHAREHOLDER ELECTS TO CUMULATE
VOTES. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR EACH OF THE
PROPOSALS.

PLEASE SIGN AND DATE ON REVERSE SIDE.

The undersigned hereby ratifies and confirms all that said attorneys and
proxies, or any of them, or their substitutes, shall lawfully do or cause to be
done by virtue hereof, and hereby revokes any and all proxies heretofore given
by the undersigned to vote at said meeting. The undersigned acknowledges receipt
of the notice of said annual meeting and the proxy statement accompanying said
notice.
Dated: , 1995

-------------------------
(Signature)

Please sign exactly as
names appear above. When
shares are held by joint
tenants, both should
sign. When signing as
attorney, executor,
administrator, trustee or
guardian, please give
full titles as such. If a
corporation, please sign
in full corporate name by
President or other
authorized officer. If a
partnership, please sign
in partnership name by
authorized person.
I (we) do do not expect
to attend the annual
meeting. Number of
Persons:

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
15

COMBANCORP FIRST CLASS
6001 E. Washington Boulevard -----------
City of Commerce, CA 90040

P
R
O
X
Y

D
A
T
A

--------------
(Date)

COMBANCORP

Please furnish the following material for use in connection with
COMBANCORP's 1995 Annual Meeting of Shareholders to be held on May 10, 1995.

______________ Sets of Proxy Material. Each set includes:

A. Annual Report to Shareholders.
B. Notice of Meeting and Proxy Statement.
C. Form of Proxy.

Please cross out items not desired.

If additional materials are desired, please note below.

_______________________________________________________

Please send the above material to the following:

_______________________________________________________

(Firm Name)

_______________________________________________________

Attention: ____________________ Room No. ___________

NOTE: Broker-client solicitation letter is to be furnished by broker.
17

COMBANCORP
6001 E. Washington Boulevard
City of Commerce, CA 90040

Annual Meeting of Shareholders

Date of Meeting: May 10, 1995 Location: Wyndham Garden Hotel
Record Date: March 31, 1995 5757 Telegraph Road
City of Commerce, CA 90040
SHARES OF
DELIVERY OF PROXY MATERIALS BENEFICIAL INTEREST
TO BROKERS ENTITLED TO VOTE MAILING INSTRUCTIONS

- - ------------------------------------------------------------------------------------------------------------------

Schedule Date Date Date
May 10, 1995 Received Mailed

Proxy Materials ________________________________ Domestic owners ____________ First Class
Annual Reports ________________________________ Foreign owners ________________ Air Mail
- - ------------------------------------------------------------------------------------------------------------------

Addresses:

- For return of signed proxies; COMBANCORP c/o First Interstate Bank of
California, Stock Transfer Proxy Department, P.O. Box 4800, Woodland Hills,
CA 91365-9794.

- For telegraphic proxies, telecopies and additional proxy materials:
COMBANCORP, c/o First Interstate Bank of California, Stock Transfer Proxy
Department, 26610 W. Agoura Road, Calabasas, CA 91302; Telecopy No. (818)
880-7176.

Please mail all proxy materials immediately upon receipt. You will be reimbursed
for all clerical and mailing expenses promptly upon billing, in accordance with
standard procedures.

NUMBER OF SETS REQUIRED __________________________ Date Requested ______________

PLEASE COMPLETE THE ATTACHED CARD AND MAIL IT WITHOUT DELAY.
18

----------------
NO POSTAGE
NECESSARY
IF MAILED
IN THE
UNITED STATES
----------------
- - ----------------------------------------------- ----------------
----------------
BUSINESS REPLY MAIL ----------------
FIRST CLASS PERMIT NO. 63830, LOS ANGELES, CA ----------------
----------------
- - ----------------------------------------------- ----------------
POSTAGE WILL BE PAID BY ADDRESSEE ----------------
----------------
----------------

COMBANCORP
P.O. Box 911070
Commerce, CA 90091-1070

COMBANCORP EMPLOYEE STOCK OWNERSHIP PLAN
PARTICIPANT VOTING INSTRUCTION CARD

FOR USE IN CONNECTION WITH THE VOTING OF ALLOCATED SHARES OF COMBANCORP AT THE
ANNUAL MEETING OF SHAREHOLDERS

This card is furnished by the Plan's Administrative Committee. It is not being
furnished by or on behalf of the Board of Directors of COMBANCORP and is not
intended to constitute the solicitation of a proxy.

The undersigned participant in the COMBANCORP Employee Stock Ownership Plan
(the "ESOP") hereby directs the ESOP's Administrative Committee (the
"Committee") to instruct the ESOP's Trustee that all of those shares of the
Common Stock, no par value, of COMBANCORP (the "Company") allocated to the ESOP
account(s) of the undersigned (the aggregate number of which shares is set forth
below the undersigned's name on the reverse hereof) be voted at the Annual
Meeting of Shareholders of the Company to be held on May 10, 1995 (the "Annual
Meeting"), and at any and all adjournments thereof, as indicated on the reverse
hereof with respect to each proposal therein set forth, and in the discretion of
the Trustee upon such other business as may be properly brought before the
Annual Meeting or any such adjournment. In giving this direction, the
undersigned hereby acknowledges (i) receipt of the letter, dated April 17, 1995,
from the Committee to participants in the ESOP and the Proxy Statement referred
to therein, and (ii) that more complete information with respect to the
proposals set forth on the reverse hereof is contained in such documents.

Please complete, date, sign and promptly return this card to the Committee.
IF THE COMMITTEE DOES NOT RECEIVE TIMELY A PROPERLY COMPLETED, DATED AND SIGNED
CARD, ALL OF THE SHARES REFERRED TO ABOVE WILL BE VOTED FOR OR AGAINST EACH
PROPOSAL IN THE SAME PROPORTION AS THOSE SHARES FOR WHICH VOTING INSTRUCTIONS
HAVE BEEN RECEIVED TIMELY BY THE COMMITTEE. The directions set forth on the
reverse hereof with respect to any such proposal may be revoked by a
subsequently dated and properly completed and signed card which is RECEIVED
TIMELY BY THE COMMITTEE, giving directions as to ALL such proposals.

(Please specify your choice on each proposal, date and sign (all on the reverse
hereof) and return in the enclosed envelope.)

(Continued on reverse side)

(Continued from other side, which contains important information)

1. ELECTION OF DIRECTORS / / FOR all nominees listed below
(except as marked to the contrary below)

/ / WITHHOLD AUTHORITY
to vote for all nominees listed below

Richard F. Demerjian, Robert L. Glover, Jack Minasian,
James C. Oppenheim, Phillip J. Pace, Richard J. Strayer, Esther G. Wilson

(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name in the space provided below.)

- - --------------------------------------------------------------------------------

2. In its discretion, the Trustee or its proxy is authorized to vote upon such
other business as may properly come before the meeting.

Dated: ____________, 1995

-------------------------
(Signature)

Please sign EXACTLY as
your name appears on this
card.