PROXY CALIFORNIA INDEPENDENT BANCORP SOLICITED BY THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF SHAREHOLDERS MAY 17, 2000 The undersigned holder of Common Stock acknowledges receipt of a copy of the Notice of Annual Meeting of Shareholders of California Independent Bancorp and the accompanying Proxy Statement dated April 4, 2000, and, revoking any Proxy heretofore given, hereby constitutes and appoints David A. Offutt, Michael C. Wheeler, and William H. Gilbert, and each of them, with full power of substitution, as attorneys and proxies to appear and vote all of the shares of Common Stock of California Independent Bancorp, a California corporation, standing in the name of the undersigned which the undersigned could vote if personally present and acting at the Annual Meeting of Shareholders of California Independent Bancorp, to be held at Feather River State Bank, 777 Colusa Avenue, Yuba City, California, on Wednesday, May 17, 2000, at 6:00 p.m. or at any adjournment thereof, upon the following items as set forth in the Notice of Meeting and Proxy Statement and to vote according to their discretion on all matters that may be properly presented for action at the meeting or any adjournments thereof. All properly executed proxies will be voted as indicated. UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE FOLLOWING ITEMS: 1. To elect as directors FOR all nominees listed below WITHHOLD AUTHORITY the nominees set (EXCEPT AS MARKED TO THE CONTRARY BELOW). / / TO VOTE FOR ALL NOMINEES LISTED BELOW. / / forth below: INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, CIRCLE AND INITIAL THE NOMINEES NAME IN THE LIST BELOW: J. DOWDELL, H. EASTRIDGE, W. GILBERT, J. JELAVICH, L. HARTWIG, D. LIVINGSTONE, A. MONTNA, D. OFFUTT, W. RETZER, R. SCOTT, AND M. WHEELER. 2. To approve the proposal to ratify the appointment of Arthur Andersen LLP as independent public accountants for the Company's 2000 fiscal year. / / FOR / / AGAINST / / ABSTAIN 3. To adopt the California Independent Bancorp 2000 Stock Option Plan. / / FOR / / AGAINST / / ABSTAIN (CONTINUED, AND TO BE DATED AND SIGNED ON OTHER SIDE) 4. To transact such other business as may properly come before the meeting. THIS PROXY IS SOLICITED BY AND ON THE BEHALF OF THE BOARD OF DIRECTORS AND MAY BE REVOKED PRIOR TO ITS EXERCISE. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2, AND 3, AND DISCRETIONARY AUTHORITY WILL BE GRANTED AS TO PROPOSAL 4. WHETHER OR NOT YOU PLAN TO ATTEND THIS MEETING, PLEASE SIGN AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE IN THE ENCLOSED ENVELOPE. I/WE DO ____________ OR I/WE DO NOT ___________ EXPECT TO ATTEND THIS MEETING. Signature ______________________ Signature (if held jointly) ____ Date ___________________________ Please sign exactly as your name appears on the share certificates. When shares are held by joint tenants, all joint owners should sign. When signing as attorney, executor, administrator, trustee, or guardian, please give full title as such. If more than one person is serving in such a capacity, all should sign. If a corporation, please sign in full corporate name by president or other authorized officer. if a partnership, please sign in partnership name by authorized person.