PNB FINANCIAL GROUP                             FOR ADDITIONAL INFORMATION CALL:
4665 MacArthur Court                   Doug Heller, Executive Vice President and
Newport Beach, CA 92660                                  Chief Financial Officer
(949-851-1033)

                           P R E S S    R E L E A S E


           Western Bancorp Announces Merger With PNB Financial Group


October 7, 1998, Newport Beach California...Western Bancorp ("Western") today
announced that on October 6, 1998, it signed a definitive agreement to merge
with PNB Financial Group, Inc. ("PNB").  Shareholders of PNB will receive one
share of Western stock for each outstanding share of PNB stock in a tax free
exchange.  The acquisition is expected to qualify for pooling-of-interest
accounting and close in the first quarter of 1999.  Both companies have
completed their due diligence.  Completion of the transaction is conditional
upon the receipt of shareholder and applicable regulatory approvals.

PNB operates through its subsidiary Pacific National Bank ("Pacific"). As of
June 30, 1998, PNB had $267 million in assets and three banking branches in
Newport Beach, Orange and Beverly Hills. Pacific is primarily focused in the
areas of commercial banking, including lending to small businesses, construction
lending and issuing loans insured by the Small Business Administration. In
addition, PNB has a residential mortgage origination business with offices in
Irvine, Santa Ana, Dublin and San Diego, California and an office in Phoenix,
Arizona. Through the first nine months of 1998, PNB has originated approximately
$1.1 billion in mortgage loans. PNB sells substantially all of its mortgage
loans in the secondary market with servicing released. It is the intention of
Western to merge Pacific into Southern California Bank, a wholly owned
subsidiary of Western.

Matthew P. Wagner, President and Chief Executive Officer of Western stated
"Pacific helps to enhance our banking franchise both in Orange County and west
Los Angeles.  In addition, Pacific's mortgage business further expands Western's
product line.  This acquisition adds to shareholder value and should be
accretive to earnings during 1999."

PNB's Chief Executive Officer, Allen C. Barbieri, stated "This transaction
greatly benefits PNB shareholders as they will now own a more liquid stock in a
stronger and faster growing banking franchise which is better positioned to take
advantage of the vibrant Southern California economy. Pacific customers will
continue to receive the personal attention expected from a community banking
franchise while enjoying numerous new benefits and services not currently
offered by Pacific."

Pro forma with the pending acquisitions of PNB, Peninsula Bank of San Diego and
Bank of Los Angeles, Western will have approximately $3.0 billion in assets and
three banking subsidiaries: Peninsula Bank, Southern California Bank and Santa
Monica Bank.  Peninsula Bank serves San Diego with ten branches.  Southern
California Bank serves southern Los Angeles, Orange and San Diego Counties with
sixteen branches and with its specialized escrow services and asset based
lending. Pro forma with the Bank of Los Angeles, Santa Monica Bank will serve
its clients in Santa, Monica, Westwood, Malibu, Marina del Rey, Beverly Hills,
Century City, Encino, Culver City,

 
West Hollywood, and Glendale with sixteen branches and its specialized trust and
investment management services.

Lehman Brothers acted as financial advisor to PNB in this transaction.

Forward-looking Statements.

This press release includes forward-looking statements that involve inherent
risks and uncertainties. Western and PNB caution readers that a number of
important factors could cause actual results to differ materially from those in
the forward-looking statements.  These factors include economic conditions and
competition in the geographic and business areas in which Western and its
subsidiaries and PNB operate, inflation, fluctuations in interest rates,
legislation and governmental regulation and the progress of integrating Pacific
National Bank, Peninsula Bank of San Diego, Bank of Los Angeles and Santa Monica
Bank.

                         MAJOR TERMS OF THE TRANSACTION


          Price per share                              $29.625 in stock

          PNB shares outstanding
          (As of October 6, 1998)                      2,760,618

          Aggregate value                              $81.1 million

          Price to PNB book (June 30)                  2.79 X

          Western book value to PNB book value
          (June 30)                                    1.70X

          Western tangible book value to PNB
          tangible book value (June 30)                0.85X

          Price to last 12 months diluted EPS          14.1X

          Exchange ratio:                              Fixed at one for one

          Target closing                               First quarter 1999

Note: All PNB share data has been adjusted for a 15% stock dividend paid in
April 1998.