SAN DIEGO and VISTA, Calif., Feb. 10 /PRNewswire/ -- Bank of Commerce
(Nasdaq: BCOM) and Rancho Vista National Bank today jointly announced they
have signed a definitive agreement to merge.
    According to the terms of the agreement, Bank of Commerce will exchange
two shares of its common stock for every (one) share of Rancho Vista common
stock.  Rancho Vista has approximately 1.3 million (fully diluted) shares
outstanding, which are not listed on a public exchange.  The agreement, which
has been approved by the Boards of Directors of each bank, is subject to
regulatory approval and approval by the shareholders of both banks.  The
transaction, which is being treated as a pooling of interests, is expected to
close in the summer of 1998.
    "We are excited about this acquisition.  This transaction will
significantly expand the Bank of Commerce franchise as we head towards our
goal of being the premier banking institution in the region and also a
billion-dollar bank.  We have provided data and item processing services to
Rancho Vista for several years and have developed a good working relationship
with the board, management and employees of Rancho Vista.  We are excited
about carrying the relationship to a new level, adding the Rancho Vista
borrower and depositor customers and also the employees to the Bank of
Commerce family.  This is a win-win for the shareholders, customers, and
employees of both institutions," stated Peter Q. Davis, Chairman and CEO of
Bank of Commerce.
    "Bank of Commerce will add the headquarters in Vista, the branch in
Carlsbad and the branch in Orange.  These will complement our existing network
of branches and loan offices.  There is no overlap of branches.  The employees
of Rancho Vista are also very important to the success of this transaction.
Because of their dedication and hard work, they will also complement our own
excellent staff," Davis added.
   "Overall, the transaction will help Bank of Commerce expand the reach of
its deposit and loan network and enhance its staff and customer service.
Because of the synergies and opportunities created by the transaction, and
Rancho Vista's strong capital and deposit base, we believe that the
transaction will help facilitate the continued growth of Bank of Commerce."
    "We are delighted to invite Rancho Vista's director, Albert Colucci, to
join our board.  Judy Stewart, President of Rancho Vista, plans to leave
banking and establish her own personal financial advisory firm.  She is
presently completing her licensing requirements to enter this field.  Ms.
Stewart will receive a lump sum payment pursuant to her employment contract
with Rancho Vista, and a two-year contract to not compete from Bank of
Commerce," said Davis.
    "Rancho Vista is the third largest bank SBA lender in San Diego County
last year.  Joining forces with Bank of Commerce, who is the nation's largest
bank SBA lender, should reap big rewards for our customers, employees,
shareholders," said Judy Stewart, president of Rancho Vista National Bank.
"We have grown rapidly and have established an excellent foundation for asset,
loan and deposit growth in a dynamic economy.  Bank of Commerce will broaden
our product mix and provide the necessary capital and additional funding to
sustain this rapid growth."
    Rancho Vista is a community commercial bank operating three full service
branches in Carlsbad, Vista and Orange, California.  Rancho Vista's primary
areas of lending expertise are in construction and SBA lending.  In 1997,
Rancho Vista generated strong operating results including increasing net
income 44% to $1.4 million and generating a return on assets of 1.1% and
return on average equity of 15.9%.  Rancho Vista had $123 million in assets,
$112 million in deposits and $90.4 million in total loans at December 31,
1997.
    On January 24, 1998, Bank of Commerce reported 1997 profits increased 101%
to a record $7.04 million, or $.56 per share, compared to $3.5 million, or
$.32 per share, in 1996.  Per share results reflect the 5-for-2 stock split
paid May 5, 1997 and the 2-for-1 stock split paid December 10, 1997.  Bank of
Commerce's 1997 return on average equity was 27.3% for the fourth quarter and
22.4% for the year.  At December 31, 1997 Bank of Commerce had $557 million in
assets, $384 million in loans and $512 in deposits.
    Upon fruition, Bank of Commerce, which is the nation's number one Small
Business Administration (SBA) bank lender and the largest publicly held
independent bank headquartered in San Diego County, will have approximately
$680 million in assets, $474 million in loans, $620 million in deposits and
ten full-service bank branches in Southern California.  Currently Bank of
Commerce has seven full-service branch offices, which are located in San
Diego, Palm Desert, and Temecula, California.  Its loan offices are located in
San Diego, Glendale, Orange, Sacramento, and San Francisco, CA; Las Vegas and
Reno, NV; Phoenix and Tucson, AZ; Seattle, WA, Portland, OR, and Denver, CO.
All twelve loan offices specialize in producing commercial loans that will be
guaranteed by the SBA.

    Statements concerning future performance, developments or events,
concerning expectations for growth and market forecasts, and any other
guidance on future periods, constitute forward-looking statements which are
subject to a number of risks and uncertainties which might cause actual
results to differ materially from stated expectations.  These factors include
but are not limited to the ability of the bank to efficiently integrate
acquired institutions, decisions by shareholders and regulators regarding the
proposed acquisition, public response to the acquisition effect of interest
rate changes, changes in SBA policy or funding, competition in the financial
services market for both deposits and loans, and general economic conditions.

                    Balance Sheet as of December 31, 1997

                                             Rancho Vista
                           Bank of Commerce  National Bank

    ASSETS
      Cash and Due From Banks   28,421            4,537
      Fed Funds                 94,608            5,100
      Investments               20,427           21,586

      TOTAL LOANS            $ 386,482         $ 90,051
      Less Loan Loss Reserve    (2177)            (804)
      NET LOANS                384,305           89,247

      Fixed Assets               8,601              928
      Other Real Estate Owned      589                0
      Other Assets              15,999            1,562

      TOTAL ASSETS           $ 552,949        $ 122,960

    LIABILITIES

      Demand Deposits           97,707           20,030
      NOW Accounts              58,724           29,867
      Money Market Accounts     11,277            5,625
      Savings Accounts         149,410           29,714
      CDs                      192,407           27,024
      TOTAL DEPOSITS         $ 509,525        $ 112,260

      Other Liabilities          6,186            1,046
      TOTAL LIABILITIES      $ 515,711        $ 113,306

      TOTAL EQUITY              37,237            9,655

    TOTAL LIABILITIES
    & EQUITY                 $ 552,948        $ 122,961

    NOTE:  This company is a client of Len Cereghino & Co. Corporate Investor
Relations.  Bank of Commerce press releases are available at no charge through
PR Newswire's Company News On-Call fax service.  For a menu of Bank of
Commerce press releases or to retrieve a specific release, call 1-800-IRNEWS9,
extension 123798, or http://www.prnewswire.com/cnoc/exec/menu?123798 on the
Internet.

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