Decisions on Bank Applications

Southern Pacific Bank

Wallace R. Weitz
Weitz Funds
One Pacific Place, Suite 600
1125 South 103 Street
Omaha, Nebraska 68124

Subject: Southern Pacific Bank
Los Angeles, Los Angeles, California 90025
Notice of Acquisition of Control

Dear Mr. Weitz:

We have reviewed and evaluated the Notice of Acquisition of Control ("Notice") received in the FDIC's San Francisco Regional Office on August 17, 1999. On May 17, 1999, Imperial Credit Industries, Incorporated, parent company of Southern Pacific Bank purchased 3,682,537 shares of stock from its then largest shareholder, Imperial Bank. This repurchase of stock caused the aggregate holdings of several investment funds managed and advised by you to increase on a percentage owned basis from 24.1% to 26.8%.

We do not object to the acquisition, which has previously occurred, based on review of the information provided and consideration of the views of the California Department of Financial Institutions. If you have any further questions, please contact Assistant Regional Director J. George Doerr at (415) 808-8019 or Case Manager P. Bonn Phillips at (415) 808-8055.

Sincerely,

James L. Sexton
Director