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 Section 240.14a-11(c) or Section 240.14a-12

FIRST REGIONAL BANCORP 0-10232
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(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), 14a-6(i)(1), 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:

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

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(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):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[_] 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:

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

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(3) Filing Party:

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(4) Date Filed:

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Notes:

[LOGO OF FIRST REGIONAL BANCORP]

1801 CENTURY PARK EAST
CENTURY CITY, CALIFORNIA 90067

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 18, 1995

NOTICE IS HEREBY GIVEN TO THE SHAREHOLDERS OF FIRST REGIONAL BANCORP (the
"Company") that, pursuant to the Bylaws of the Company and the call of its
Board of Directors, the Annual Meeting of Shareholders of First Regional
Bancorp will be held in the Cedar Room, CenturyPlaza Hotel and Tower, 2025
Avenue of the Stars, Century City, California on Thursday, May 18, 1995, at
11:00 a.m., for the purpose of considering and voting upon the following
matters:

1. Election of Directors. Electing the following seven (7) persons to the
Board of Directors to serve until the 1996 Annual Meeting of Shareholders
and until their successors are elected and have qualified:

Alexander S. Lowy Lawrence J. Sherman
Thomas E. McCullough Jack A. Sweeney
Frank R. Moothart Steven J. Sweeney
Mark Rubin

2. Other Business. Transacting such other business as may properly come
before the Annual Meeting and any adjournment or adjournments thereof.

The Board of Directors has fixed the close of business on March 31, 1995 as
the record date for determination of shareholders entitled to notice of, and to
vote at, the Meeting.

By Order of the Board of Directors

/s/ Mark Rubin
---------------------
Mark Rubin, President
First Regional Bancorp

Dated: April 25, 1995

The Bylaws of the Company provide for the nomination of directors in the
following matter:

"Section 2.11. Nomination of Directors. Nominations for election of
members of the board of directors may be made by the board of directors
or by any shareholder of any outstanding class of capital stock of the
corporation entitled to vote for the election of directors. Notice of
intention to make any nominations (other than for persons named in the
notice of the meeting at which such nominations are to be made) shall
be made in writing and shall be delivered or mailed to the president of
the corporation by the later of the close of business twenty-one (21)
days prior to any meeting of shareholders called for the election of
directors or ten (10) days after the date of mailing of notice of the
meeting to shareholders. Such notification shall contain the following
information to the extent known to the notifying shareholder: (a) the
name and address of each proposed nominee; (b) the principal occupation
of each proposed nominee; (c) the number of shares of capital stock of
the corporation owned by each proposed nominee; (d) the name and
residence address of the notifying shareholder; (e) the number of
shares of capital stock of the corporation owned by the notifying
shareholder; (f) with the written consent of the proposed nominee, a
copy of which shall be furnished with the notification, whether the
proposed nominee has ever been convicted of or pleaded nolo contendere
to any criminal offense involving dishonesty or breach of trust, filed
a petition in bankruptcy, or been adjudged bankrupt. The notice shall
be signed by the nominating shareholder and by the nominee. Nominations
not made in accordance herewith shall be disregarded by the chairman of
the meeting and, upon his instructions, the inspectors of election
shall disregard all votes cast for each such nominee. The restrictions
set forth in this paragraph shall not apply to the nomination of a
person to replace a proposed nominee who had died or otherwise become
incapacitated to serve as a director between the last day for giving
notice hereunder and the date of election of directors if the procedure
called for in this paragraph was followed with respect to the
nomination of the proposed nominee."

YOU ARE URGED TO VOTE IN FAVOR OF THE PROPOSALS OF THE COMPANY'S BOARD OF
DIRECTORS BY SIGNING AND RETURNING THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE,
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. THE ENCLOSED PROXY IS
SOLICITED BY THE COMPANY'S BOARD OF DIRECTORS. ANY SHAREHOLDER GIVING A PROXY
MAY REVOKE IT PRIOR TO THE TIME IT IS VOTED BY NOTIFYING THE SECRETARY OF THE
COMPANY IN WRITING OF REVOCATION OF YOUR PROXY, OR BY FILING A DULY EXECUTED
PROXY BEARING A LATER DATE, OR BY ATTENDING THE MEETING AND VOTING IN PERSON.
PLEASE INDICATE ON THE PROXY WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING.

FIRST REGIONAL BANCORP

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 18, 1995

INTRODUCTION

This Proxy Statement is furnished in connection with the solicitation of
Proxies for use at the Annual Meeting of Shareholders (the "Meeting") of First
Regional Bancorp (the "Company") to be held in the Cedar Room, Century Plaza
Hotel and Tower, 2025 Avenue of the Stars, Century City, California, on
Thursday, May 18, 1995, at 11:00 a.m. and at any and all adjournments thereof.

It is anticipated that this Proxy Statement will be mailed to shareholders
eligible to receive notice of and vote at the Meeting on or about April 25,
1995.

The matters to be considered and voted upon at the Meeting will be:

1. Election of Directors. Electing seven (7) directors to serve until the
1996 Annual Meeting of Shareholders and until their successors are elected
and have qualified. The names of the persons to be placed in nomination for
seats on the Board of Directors are:

Alexander S. Lowy Lawrence J. Sherman
Thomas E. McCullough Jack A. Sweeney
Frank R. Moothart Steven J. Sweeney
Mark Rubin

2. Other Business. Transacting such other business as may properly come
before the Meeting and any adjournment or adjournments thereof.

REVOCABILITY OF PROXIES

A form of Proxy for voting your shares at the Meeting is enclosed. Any
shareholder who executes and delivers such a Proxy has the right to and may
revoke it at any time before it is exercised by filing with the Secretary of
the Company an instrument revoking it or a duly executed Proxy bearing a later
date. In addition, the powers of the Proxy Holders will be revoked if the
person executing the Proxy is present at the Meeting and elects to vote in
person by advising the Chairman of the Meeting of his/her election to vote in
person, and by voting in person at the Meeting. Subject to such revocation, all
shares represented by a properly executed Proxy received in time for the
Meeting will be voted by the Proxy Holders in accordance with the instructions
on the Proxy. IF NO INSTRUCTION IS SPECIFIED WITH RESPECT TO A MATTER TO BE
ACTED UPON, THE SHARES REPRESENTED BY YOUR EXECUTED PROXY WILL BE VOTED IN
FAVOR OF THE ELECTION OF THE NOMINEES FOR DIRECTORS SET FORTH HEREIN. IF ANY
OTHER BUSINESS IS PROPERLY PRESENTED AT THE MEETING, THE PROXY WILL BE VOTED IN
ACCORDANCE WITH THE RECOMMENDATIONS OF THE COMPANY'S BOARD OF DIRECTORS.

PERSONS MAKING THE SOLICITATION

This solicitation of Proxies is being made by the Board of Directors of the
Company. The expense of preparing, assembling, printing and mailing this Proxy
Statement and the materials used in the solicitation of Proxies for the Meeting
will be borne by the Company. It is contemplated that Proxies will be solicited
principally through the use of the mail, but officers, directors and employees
of the Company and its subsidiary, First Regional Bank (the "Bank"), may
solicit Proxies personally or by telephone, without receiving special
compensation therefor. Although there is no formal agreement to do so, the
Company may reimburse banks, brokerage houses and other custodians, nominees
and fiduciaries for their reasonable expenses in forwarding these Proxy
Materials to shareholders whose stock in the Company is held of record by such
entities. In addition, the Company may use the services of individuals or
companies it does not regularly employ in connection with this solicitation of
Proxies, if Management determines it advisable.

VOTING SECURITIES

There were issued and outstanding 2,398,800 shares of the Company's Common
Stock on March 31, 1995, which has been fixed as the record date for the
purpose of determining the shareholders entitled to notice of and to vote at
the Meeting. Each holder of Common Stock will be entitled to one vote, in
person or by Proxy, for each share of Common Stock held of record on the books
of the Company as of the record date for the Meeting on any matter submitted to
the vote of the shareholders, except that in connection with the election of
directors, the shares may be voted cumulatively if a shareholder present and
voting at the Meeting gives notice at the Meeting and prior to the voting of
his or her intention to so vote. Cumulative voting means that a shareholder has
the right to vote the number of shares he or she owns as of the record date,
multiplied by the number of directors to be elected. This total number of votes
may be cast for one nominee or it may be distributed on the same principle
among nominees as the shareholder sees fit. If cumulative voting is declared at
the Meeting, votes represented by Proxies delivered pursuant to this Proxy
Statement may be cumulated in the discretion of the Proxy Holders, in
accordance with the recommendations of the Board of Directors.

Directors are elected by plurality vote. Abstentions and broker non-votes do
not have the effect of a vote in opposition to the election of a director.
Abstentions are counted toward a quorum which requires a bare majority of
outstanding shares.

SHAREHOLDINGS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Management of the Company does not know of any persons other than Jack A.
Sweeney, the Company's Chairman of the Board and Chief Executive Officer;
Steven Sweeney as Trustee(1); Mark Rubin, the Company's President and Vice
Chairman of the Board; and the Six Points Trust, who are the beneficial owners
of more than 5% of the Company's outstanding Common Stock as of March 31, 1995.
Mr. Rubin's and Mr. Sweeney's business address is 1801 Century Park East, 8th
Floor, Century City, California, 90067. The Six Points Trust business address
is 19456 Ventura Boulevard, Tarzana, California 91356. Steven Sweeney's
business address is c/o Regional Financial Corporation, 1801 Century Park East,
Suite 820, Century City, California 90067. The following table sets forth
certain information, as of March 31, 1995, concerning the beneficial ownership
of the Company's outstanding Common Stock by each of the directors and nominees
for director of the Company and by all directors and officers(2) of the Company
as a group.

NAME AND TITLE COMMON STOCK PERCENT
OTHER THAN DIRECTOR BENEFICIALLY OWNED(3)(4) OF CLASS(4)
------------------- ------------------------ -----------

Alexander S. Lowy.................... 65,000 2.71%
Thomas E. McCullough................. -0- -0-
Chief Financial Officer, Secretary
Frank R. Moothart.................... 55,000 2.29%
Mark Rubin........................... 417,350 17.40%
President and Vice Chairman of the
Board
Lawrence J. Sherman.................. 46,300(5) 1.93%
Jack A. Sweeney...................... 417,350 17.40%
Chairman of the Board
and Chief Executive Officer
Steven J. Sweeney.................... 52,000(1) 2.17%
All Directors and Officers as a Group
(7 in Number)....................... 1,053,000 43.90%

- --------
(1) Steven Sweeney has voting powers over 156,000 shares but disclaims
beneficial interest in all but 52,000 shares.

(2) The term "officer" means the Chairman of the Board and Chief Executive
Officer; and the President and Vice Chairman of the Board; and the
Secretary.

(3) This figure includes shares beneficially owned, directly or indirectly,
together with associates or by or on behalf of minor children or children
living at the residence of the director or officer. Unless otherwise
indicated, the persons named herein have sole voting power over shares
reported.

(4) Shares subject to options held by directors and officers that were
exercisable within 60 days after the Record Date ("vested"), are treated as
outstanding for the purpose of computing the number and percentage of
outstanding securities of the class owned by such person but not for the
purpose of computing the percentage of the class owned by any other person.
No options are currently vested or vested within 60 days of the Record
Date.

(5) Includes 17,000 shares owned by Sherman Industries, Inc.

ELECTION OF DIRECTORS

NOMINEES

The Company's Bylaws currently provide for a range of six (6) to nine (9)
directors, and permit the exact number of directors of the Company to be fixed
by Board or Shareholder action. The Board of Directors has fixed the number of
directors at seven (7). The seven (7) persons named below, all of whom are
currently members of the Company's Board of Directors, will be nominated for
election as directors to serve until the 1996 Annual Meeting of Shareholders
and until their successors are elected and have qualified. Votes will be

cast in such a way as to effect the election of all seven (7) nominees, or as
many thereof as possible under the rules of cumulative voting (See "VOTING
SECURITIES" herein). In the event that any of the nominees should be unable to
serve as a director, it is intended that the Proxy will be voted for the
election of such substitute nominees, if any, as shall be designated by the
Board of Directors. The Board of Directors has no reason to believe that any of
the nominees will be unavailable to serve if elected. Additional nominations
can only be made by complying with the notice provision set forth in the Bylaws
of the Company, an extract of which is included in the Notice of Annual Meeting
of Shareholders accompanying this Proxy Statement. This Bylaw provision is
designed to give the Board of Directors advance notice of competing
nominations, if any, and the qualifications of competing nominees, and may have
the effect of precluding third-party nominations if the notice provisions are
not followed.

None of the directors or officers of the Company were selected pursuant to
any arrangement or understanding, other than with the directors and officers of
the Company and the Bank, acting within their capacities as such. Except for
Jack A. Sweeney and Steven J. Sweeney, who are father and son respectively,
there are no family relationships between the directors and officers of the
Company, and none of the directors or officers of the Company serve as
directors of any company which has a class of securities registered under, or
which is subject to the periodic reporting requirements of, the Securities
Exchange Act of 1934 or any investment company registered under the Investment
Company Act of 1940.

The following table sets forth the names and certain information as of March
31, 1995, concerning the persons to be nominated by the Board of Directors for
election as directors of the Company and the officers of the Company:

YEAR FIRST YEAR FIRST
APPOINTED APPOINTED
OR ELECTED OR ELECTED
NAME AND TITLE BUSINESS EXPERIENCE DIRECTOR DIRECTOR OF
(OTHER THAN DURING THE PAST OF THE FIRST
DIRECTOR) AGE FIVE YEARS COMPANY REGIONAL BANK
-------------- --- ------------------- ---------- -------------

Alexander S. Lowy....... 56 President, Jamco Development 1988 1988
Corporation
Thomas E. McCullough.... 42 Chief Financial Officer, First 1993 1993
Chief Financial Officer Regional Bancorp; Executive Vice
and Secretary President and Chief Operating
Officer, First Regional Bank
Frank R. Moothart....... 76 Consultant, formerly Vice President, 1981 1979
City Investing Company (diversified
conglomerate) and President,
Southern California Financial
Corporation
Mark Rubin.............. 58 President and Vice Chairman of the 1981 1979
President and Vice Board of First Regional Bancorp;
Chairman of the Board Vice Chairman of the Board, First
Regional Bank; Real Estate Developer
Lawrence J. Sherman..... 71 President, Sherman Industries, Inc. 1981 1979
Jack A. Sweeney......... 65 Chairman of the Board and Chief 1981 1979
Chairman of the Board Executive Officer First Regional
and Chief Executive Bancorp; Chairman of the Board and
Officer Chief Executive Officer First
Regional Bank; Real Estate Developer
Steven J. Sweeney....... 30 Staff Accountant, Ernst & Young; 1994 1994
Research Associate, National
Economic Research Associates, Inc.;
Law Student, University of Southern
California

BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

During 1994, the Board of Directors of the Company held twelve (12) regular
meetings and the Board of Directors of the Bank held twelve (12) regular
meetings.

The Boards of Directors of the Company and of the Bank have a joint Audit
Committee composed of Messrs. Lowy, Moothart, Sherman and Steven J. Sweeney.
This committee is responsible for overseeing internal audit functions and for
interfacing with the Company's and the Bank's independent certified public
accountants, Deloitte & Touche. The Audit Committee met twelve (12) times
during 1994.

The Company and the Bank have a joint Compensation Committee, which consists
of Messrs. Lowy, Moothart and Sherman. The Compensation Committee reviews
Management's recommendations regarding the granting of stock options,
authorizes specific grants and establishes the terms and conditions upon which
stock options can be exercised and advises the Board regarding executive
compensation and personnel policies.

The Company's Board of Directors does not have a standing nominating
committee.

During 1994, no director of the Company attended less than 75% of the
aggregate meetings of the Company's Board of Directors and its Committees on
which such director served.

COMPENSATION AND OTHER TRANSACTIONS WITH MANAGEMENT

During 1994, each director received $400 for each regular meeting of the
Board of Directors of the Bank attended; $100 for each meeting of the Company's
Board attended; and $300 for each meeting of theLoan Committee attended. On
this basis, the directors received the following aggregate fees during 1994:
Alexander S. Lowy, $15,900; Thomas E. McCullough, $15,600; Frank R. Moothart,
$13,500; Mark Rubin, $14,100; Lawrence J. Sherman, $15,900; Jack A. Sweeney,
$15,900; Steven J. Sweeney, $5,500.

The following table sets forth a summary of annual and long term compensation
for the Chief Executive Officer of the Company and all executive officers with
compensation, paid or accrued, in excess of $100,000.

ANNUAL COMPENSATION(6) AWARDS PAYOUTS
--------------------------- ----------------- -----------------------
NAME AND OTHER RESTRICTED OPTION ALL
PRINCIPAL ANNUAL STOCK SHARES LTIP OTHER
POSITION YEAR SALARY BONUS COMPENSATION AWARDS SAR'S PAYOUTS COMPENSATION(7)
--------- ---- -------- ----- ------------ ---------- ------ ------- ---------------

Jack A. 1994 $135,000 -0- N/A None 75,000(8) N/A N/A
Sweeney
Chairman 1993 $135,000 -0- N/A None None N/A N/A
of the
Board and
Chief Ex- 1992 $130,000 -0- N/A None 75,000(8) N/A N/A
ecutive
of the
Company
and the
Bank
Mark Rubin 1994 $135,000 -0- N/A None 75,000(8) N/A N/A
Vice 1993 $135,000 -0- N/A None None N/A N/A
Chairman
of the
Board of
the Com- 1992 $130,000 -0- N/A None 75,000(8) N/A N/A
pany and
the Bank,
President
of the
Company

- --------
(6) Does not include director fees but does include monies deferred pursuant to
the Bank's 401(k) Plan and Income Deferred.
(7) The Bank furnishes and plans to continue to furnish to certain officers the
use of Bank-owned automobiles which are used primarily for Bank business
purposes. The Bank has provided and plans to continue to provide certain of
its officers with memberships in various clubs, which are also used
primarily for bank business, as well as certain specified life and medical
insurance benefits. Since portions of the automobile expenses, club
membership fees and insurance premiums attributable to personal use are not
believed to exceed $25,000 or ten percent (10%) of the compensation
reported in the table per individual, such amounts have not been included
in the foregoing figures. The "cash compensation" figures include monies
deferred pursuant to the Bank 401(k) Plan and the Bank's Income Deferral
Plan.
(8) Option shares only; the Company has not issued any Stock Appreciation
Rights ("SARs"). Options granted in 1992 were cancelled in 1994 and new
options granted.

STOCK OPTIONS

On October 15, 1981, the Board of Directors of the Company adopted and on
December 31, 1981, the shareholders approved the Great American Bancorp 1981
Stock Option Plan which was intended to advance the interests of the Company by
encouraging stock ownership on the part of the Company's and the Bank's
employees. The Stock Option Plan provided for the issuance of 660,840 shares of
the Company's authorized but unissued Common Stock.

As of March 31, 1995, 244,000 shares had been issued pursuant to already
exercised options, and there were no shares subject to outstanding options
under the 1981 Plan. The 1981 Plan expired, by its own terms, on January 3,
1992.

On April 18, 1991, the Board of Directors of the Company adopted, and on May
31, 1991 the shareholders approved, the First Regional Bancorp 1991 Stock
Option Plan (the "1991 Plan"). The 1991 Plan provides for the grant of
"incentive stock options" as permitted under Section 422 of the Internal
Revenue Code of 1986 (the "Code"), as well as for the grant of non-qualified
stock options. The 1991 Plan is not subject to any of the provisions of the
Employee Retirement Income Security Act of 1974, as amended.

The 1991 Plan provides for the issuance of up to 350,000 shares of the
Company's Common Stock to directors, officers and key employees of the Company
or any subsidiary of the Company, subject to adjustment in the event of certain
changes in the capital structure of the Company. As of March 31, 1995, 330,000
shares were subject to outstanding options under the 1991 Plan with option
exercise prices of between $2.00 and $2.50 per share, and 20,000 shares were
available for future grant.

All options are granted at an exercise price of not less than 100% of the
fair market value of the Company's Common Stock on the date of grant. Options
are exercisable in such installments and upon such conditions as the Board of
Directors may determine. Such terms and conditions are reflected in individual
Stock Option Agreements which provide, among other things, that if an optionee
fails to exercise his or her rights under an option within the year such rights
arise, the optionee may nonetheless exercise his or her rights at a later date
during the term of the option. Options granted pursuant to the Stock Option
Plan are for a term of five years. Officers, key employees and directors of the
Company, or any of its subsidiaries, are eligible to participate in the Plan.
The Stock Option Plan is administered by the Compensation Committee, a
committee appointed from time to time by the Board of Directors, or by the full
Board if no such committee is appointed. Each member of the Board of Directors
is required to abstain from voting on all decisions concerning his own
participation in the Stock Option Plan.

The following table sets forth certain information regarding stock options
granted during 1994 to the Chief Executive Officer and all executive officers
with compensation in excess of $100,000. The Company has not issued Stock
Appreciation Rights ("SARs").

PERCENTAGE
OF TOTAL OPTIONS
OPTIONS GRANTED GRANTED TO EMPLOYEES EXERCISE EXPIRATION
NAME DURING 1994(9) DURING 1994 PRICE DATE
- ---- --------------- -------------------- -------- ----------

Jack A. Sweeney....... 75,000 34.8% $2.00 1/01/2000
Mark Rubin............ 75,000 34.8% $2.00 1/01/2000

The following table sets forth certain information regarding stock options
exercised during 1994 by the Chief Executive Officer and all executive officers
with compensation in excess of $100,000.

VALUE OF
SHARES NUMBER OF UNEXERCISED
ACQUIRED VALUE UNEXERCISED OPTIONS AT
NAME ON EXERCISE REALIZATION OPTIONS 12/31/94
- ---- ----------- ----------- ------------- -------------
EXERCISABLE/ EXERCISABLE/
UNEXERCISABLE UNEXERCISABLE

Jack A. Sweeney.......... -0- -0- -0-/75,000 -0-/$9,375(10)
Mark Rubin............... -0- -0- -0-/75,000 -0-/$9,375(10)

- --------
(9) In order to provide a meaningful incentive to optionees, options granted in
1992 at an exercise price of $2.75 per share were cancelled in 1994 and new
options granted at the then current market price of $2.00 per share.

(10) Based on a "bid" price of $2.125 per share; "ASK" price on December 31,
1994 was $2.75 per share.

CERTAIN TRANSACTIONS

Some of the directors, officers and principal shareholders of the Company and
companies with which they are associated are customers of, and have had banking
transactions with, the Bank in the ordinary course of the Bank's business and
the Bank expects to have banking transactions with such persons in the future.
In Management's opinion, all loans and commitments to lend included in such
transactions were made in compliance with applicable laws on substantially the
same terms, including interest rates, collateral and repayment schedule, as
those prevailing for comparable transactions with other persons of similar
creditworthiness and did not involve more than a normal risk of collectibility
nor contained terms unfavorable to the Bank.

Starting on February 8, 1988, Jamco Development Corporation entered into a
sublease with the Bank covering certain unused portions of the Bank's lease for
Suite 800, 1801 Century Park East, Los Angeles, California. During 1994, Jamco
paid the Bank $1,640 per month for its share of Suite 800, equal to the fair
market value of the sublet space as determined by an independent appraisal.
Messrs. Sweeney, Rubin and Lowy are each principal shareholders in Jamco.

REGULATORY MATTERS

In November, 1992, the Company entered into a Memorandum of Understanding
with the Federal Reserve Bank of San Francisco. The Memorandum requires the
Company to devise a plan to improve the financial condition of the Company and
First Regional Bank. The Memorandum also prevents the Company from declaring or
paying any cash dividends without the approval of the Federal Reserve and
prohibits the Company from incurring debt, other than in the ordinary course of
business, without the prior approval of the Federal Reserve. The Company has
also undertaken to provide periodic reports regarding the financial condition
of the Company and First Regional Bank to the Federal Reserve and to improve
various policies. Also, any addition or replacement of a director or senior
executive officer of the Company, requires prior notification to the Federal
Reserve. In management's opinion the Company is in substantial compliance with
all of the provisions of the Memorandum.

As a result of an examination of First Regional Bank conducted by the Federal
Deposit Insurance Corporation (the "FDIC") as of June 22, 1992, the Board of
Directors of the Bank voluntarily entered into a Stipulation to a regulatory
Consent Agreement (the "Agreement") with the FDIC. The Agreement became
effective on March 5, 1993. Pursuant to the Agreement, the Bank has agreed to:
(i) have and retain qualified management, with prior approval of the FDIC
required for any change in the Bank's Board of Directors or Senior Management;
(ii) maintain Tier 1 capital (shareholders' equity without reserves) at not
less than 7% of total assets and to develop a plan to maintain the required
capital level; (iii) develop and implement a plan to reduce by collection,
improvement or writing off of all assets classified "substandard" to levels
acceptable to the Bank's regulators, within prescribed time frames; (iv)
refrain from extending credit to or for the benefit of any borrower who had a
loan classified "loss"; (v) refrain from extending credit to or for the benefit
of any borrower who had a loan classified as "substandard" without the prior
approval of a majority of the Bank's Board of Directors or Loan Committee; (vi)
formulate and adopt improved lending and collection policies; (vii) formulate
and adopt policies limiting concentrations of credit; (viii) establish,
maintain and fully fund an adequate loan loss reserve and review the adequacy
thereof not less than quarterly; (ix) develop and implement an acceptable plan
to control overhead and maintain profitability; (x) develop and implement an
assets/liability management policy to address potential volatility in the
Bank's deposit structure; (xi) develop and implement policy changes pertaining
to internal controls and operations; (xii) refrain from paying cash dividends
without the prior approval of the FDIC and the State Banking Department; (xiii)
advise the Bank's shareholder of the terms of the Agreement and; (xiv) provide
the FDIC and State Banking Department with quarterly progress reports.

In management's opinion, the Bank has already complied with or is in
substantial compliance with the provisions of the Agreement.

INDEPENDENT ACCOUNTANTS

The firm of Deloitte & Touche served as independent public accountants for
the Company and the Bank for 1994 and will continue in those capacities in
1995.

It is anticipated that a representative of Deloitte & Touche will be present
at the Meeting to respond to appropriate questions from shareholders.

SHAREHOLDER PROPOSALS

The deadline for shareholders to submit proposals to be considered for
inclusion in the Proxy Statement for the Company's 1996 Annual Meeting of
Shareholders is December 31, 1995.

SECTION 16 (A) COMPLIANCE

Pursuant to Section 16 (a) of the Securities Exchange Act of 1934 and
Securities and Exchange Commission ("SEC") regulations, the Company's
directors, certain officers, and greater than 10 percent shareholders are
required to file reports of ownership and changes in ownership with the SEC and
to furnish the Company with copies of all such reports they file.

Based solely on its review of copies of such reports received or written
representations from certain reporting persons, the Company believes that all
filing requirements applicable to its directors, officers and 10 percent
shareholders were satisfied.

OTHER MATTERS

The Company's Board of Directors does not know of any matters to be presented
at the Meeting other than those set forth above. However, if other matters come
before the Meeting, it is the intention of the persons named in the
accompanying Proxy to vote said Proxy in accordance with the recommendations of
the Company's Board of Directors on such matters, and discretionary authority
to do so is included in the Proxy.

MANAGEMENT OF THE BANCORP WILL SUPPLY WITHOUT COST, UPON WRITTEN REQUEST, A
COPY OF THE BANCORP'S MOST RECENT ANNUAL REPORT ON FORM 10-K INCLUDING
FINANCIAL STATEMENTS AND SCHEDULES BUT WITHOUT EXHIBITS. SAID REQUEST SHOULD BE
DIRECTED TO JACK A. SWEENEY, CHAIRMAN, FIRST REGIONAL BANCORP, 1801 CENTURY
PARK EAST, 8TH FLOOR, CENTURY CITY, CALIFORNIA 90067.

First Regional Bancorp

/s/ Mark Rubin
---------------------
Mark Rubin, President
First Regional Bancorp

Dated: April 25, 1995

PROXY
FIRST REGIONAL BANCORP
ANNUAL MEETING OF SHAREHOLDERS
MAY 18, 1995

The undersigned shareholder of First Regional Bancorp (the "Company") hereby
nominates, constitutes and appoints Jack A. Sweeney and Mark Rubin, and each of
them, the attorney, agent and proxy of the undersigned, with full powers of
substitution, to vote all stock of the Company which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of the Company to be
held on Thursday, May 18, 1995, at 11:00 a.m. at the Cedar Room, Century Plaza
Hotel and Tower, 2025 Avenue of the Stars, Century City, California, and at any
and all adjournments thereof, as fully and with the same force and effect as
the undersigned might or could do if personally present there at, as follows:
1. ELECTION OF DIRECTORS. Electing the following seven (7) persons to the
Board of Directors to serve until the 1996 Annual Meeting of Shareholders until
their successors are elected and have qualified:

Alexander S. Lowy Lawrence J. Sherman
Thomas E. McCullough Jack A. Sweeney
Frank R. Moothart Steven J. Sweeney
Mark Rubin
AUTHORITY GIVEN [_] AUTHORITY WITHHELD [_]

IF YOU WISH TO WITHHOLD AUTHORITY TO VOTE FOR SOME BUT NOT ALL OF THE NOMINEES
NAMED ABOVE, YOU SHOULD CHECK THE BOX MARKED "AUTHORITY GIVEN" AND YOU SHOULD
ENTER THE NAME(S) OF THE NOMINEE(S) WITH RESPECT TO WHOM YOU WISH TO WITHHOLD
AUTHORITY TO VOTE IN THE SPACE PROVIDED BELOW:

- --------------------------------------------------------------------------------
2. OTHER BUSINESS. Transacting such other business as may properly come
before the Annual Meeting and and any adjournment or adjournments thereof.
PLEASE SIGN AND DATE ON REVERSE SIDE

THE BOARD OF DIRECTORS RECOMMENDS A VOTE OF "AUTHORITY GIVEN" ON PROPOSAL 1.
THE PROXY CONFERS AUTHORITY AND SHALL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF THE BOARD OF DIRECTORS UNLESS A CONTRARY INSTRUCTION IS
INDICATED, IN WHICH CASE THE PROXY SHALL BE VOTED IN ACCORDANCE WITH SUCH
INSTRUCTIONS. IN ALL OTHER MATTERS, IF ANY, PRESENTED AT THE MEETING, THIS
PROXY SHALL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
DIRECTORS.

(Please date this Proxy and sign your name as it appears on the stock
certificates. Executors, administrators, trustees, etc., should give their full
titles. All joint owners should sign.)

I do [_] do not [_] expect to attend the Meeting.

Dated: _______________________, 1995

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(Number of Shares)

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(Please Print Your Name)

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(Signature of Shareholder)

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(Please Print Your Name)

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(Signature of Shareholder)

THIS PROXY IS SOLICITED ON BEHALF OF THE COMPANY'S BOARD OF DIRECTORS, AND MAY
BE REVOKED PRIOR TO ITS EXERCISE BY FILING WITH THE CORPORATE SECRETARY OF THE
COMPANY AN INSTRUMENT REVOKING THIS PROXY OR A DULY EXECUTED PROXY BEARING A
LATER DATE, OR BY APPEARING IN PERSON AND VOTING AT THE MEETING.