REDONDO BEACH, Calif. – September 7, 2010 – Bay Cities National Bank (“Bay Cities”) announced today the completion of an important step in its recapitalization plan and change in control being led by former banker/investment banker Stephen H. Gordon. Through Mr. Gordon’s efforts, Bay Cities has entered into investment agreements with Mr. Gordon and approximately 25 other accredited investors, pursuant to which the investors will infuse in combination a total of $460 million of new capital into Bay Cities, the majority of which will be invested by a small number of institutional investors. Mr. Gordon, who in late 2009 entered into agreements with Bay Cities to lead its recapitalization efforts and acquire control, was the founding Chairman and Chief Executive Officer of California-based Commercial Capital Bancorp, Inc. until its sale to Washington Mutual, Inc. in October 2006 in an all cash transaction valued at approximately $1 billion.

Upon completion of the Bank’s recapitalization plan, in addition to issuing new stock to the investors under the terms of the investment agreements, Bay Cities will redeem the shares of its stock owned by its current shareholder, who will cease to have any continuing ownership in Bay Cities, and Mr. Gordon will become Bay Cities’ newly appointed Chairman, Chief Executive Officer and President, bringing with him to the bank a newly-constituted board of directors and a highly experienced senior management team initially comprised of approximately 30 banking professionals. In addition, Bay Cities will convert from a national bank to a California state commercial bank and its name will be changed to Opus Bank. Closing under the investment agreements, as well as completion of the other steps in the Bank’s recapitalization plan and change in control, remain subject to obtaining required regulatory approvals, the applications for which have been filed, and the satisfaction of other customary closing conditions. The California Department of Financial Institutions has conditionally approved the charter conversion application.

Bay Cities’ President and Chief Executive Officer Cathy Hendrickson said, “We’re very excited to announce completion of this important step toward achieving the bank’s recapitalization plan and change in control being led by Stephen Gordon. Since the bank’s founding in 1982, the senior management team and dedicated employees at Bay Cities have strived to deliver top tier service and banking products to our clients and our communities. This deep heritage and commitment attracted Mr. Gordon to our bank and I am looking forward to helping him fulfill his plans and vision for the bank going forward upon completion of the Bank’s recapitalization plan and change in control.”

Stephen Gordon said, “I am very pleased to have been able to bring the financial support of a stable of highly-regarded and successful investors to my efforts to recapitalize Bay Cities. Their financial support will enable me, the new board of directors, and the senior management team to achieve our plans to grow Opus Bank, both organically and through acquisitions, from its Bay Cities roots in the South Bay coastal communities of Los Angeles to a strong super-regional banking franchise in the Western region, encompassing the states of California, Oregon, Washington, Arizona and Nevada.” Mr. Gordon continued, “Opus Bank’s mission and plan will help fuel the economic recovery just beginning in the Western region. While continuing Bay Cities’ commitment to, and legacy of, high quality, relationship- based community banking, Opus Bank will offer an expanded menu of attractive banking products and services and will extend the bank’s reach throughout the Western region. Our growth plans will enable us to achieve those things that very few banks are actually doing today – create new jobs, provide credit to deserving small businesses and individuals at reasonable costs, and pay our clients reasonable interest rates for their deposits.” Mr. Gordon added, “I am most grateful to Cathy Hendrickson for her cooperation and support. I look forward to Cathy and the Bay Cities team contributing to the success of Opus Bank after the change in control.”

About Bay Cities National Bank
Bay Cities National Bank is a federally insured community bank formed in 1982. As of June 30, 2010, Bay Cities had total assets of $273.1 million, loans net of reserves of $117.5 million, total deposits of $262.0 million, and operates five depository branches located in Redondo Beach, Rancho Palos Verdes/San Pedro, Manhattan Beach, Torrance and Rolling Hills Estates.

Cautionary Statement
The information contained in this press release does not constitute an offer to sell or solicitation of an offer to purchase the securities of Bay Cities or Opus Bank after completion of the transaction contemplated by the recapitalization plan, nor shall there be any sale of such securities in any state or jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful. The securities being sold by Bay Cities as part of its recapitalization plan will not be registered under the Securities Act of 1933, as amended (“1933 Act”), and may not be offered or sold absent registration or an applicable exemption from registration under the 1933 Act.​