WRITTEN CONSENT OF SHAREHOLDERS OF
BANK OF SANTA MARIA TO APPROVE
A PLAN OF REORGANIZATION AND
MERGER AGREEMENT DATED NOVEMBER 20, 1996
REGARDING THE FORMATION OF
A BANK HOLDING COMPANY FOR THE BANK,
AND TO APPROVE THE BSM BANCORP 1996 STOCK OPTION PLAN
1. The undersigned record holder of _______ shares of Common Stock of Bank
of Santa Maria, Santa Maria, California (the "Bank"), hereby consents to, and
does hereby approve, a proposal to approve the Plan of Reorganization and Merger
Agreement ("Merger Agreement"), entered into as of November 20, 1996 by and
among the Bank, BSM Bancorp (the "Holding Company") and BSM Merger Company (the
"Merger Corp."), providing for the acquisition of the Bank by the Holding
Company by means of a merger (the "Merger") of the Merger Corp. with and into
the Bank, as a result of which the Holding Company will issue common stock, no
par value of the Holding Company ("Holding Company Common Stock"), to each of
the Bank shareholders, in exchange for all of the outstanding shares of common
stock, no par value of the Bank (the "Bank Common Stock"). These transactions
are more fully described in the enclosed Written Consent Statement/Prospectus
and in the Merger Agreement attached as Annex I to the Written Consent
Statement/Prospectus.
/ / FOR / / AGAINST / / ABSTAIN
2. The undersigned record holder of ________ shares of Common Stock of
Bank of Santa Maria, as prospective shareholder of the Holding Company, hereby
consents to, and does hereby approve, the proposed BSM Bancorp 1996 Stock Option
Plan (the "1996 Plan"), adopted by the Board of directors of the Holding Company
on November 12, 1996 that would reserve ____________ shares of Common Stock of
the Holding Company, as described in the Written consent Statement/Prospectus
dated _________, 1997, subject to approval of the California Commissioner of
Corporations, and any required changes of any regulatory agency.
/ / FOR / / AGAINST / / ABSTAIN
By signing this Written Consent, a shareholder of the Bank shall be deemed
to have voted all shares of the Bank's Common Stock which he is entitled to vote
in accordance with the specifications made above, with respect to the proposals
described above. IF A SHAREHOLDER SIGNS AND RETURNS THIS WRITTEN CONSENT, BUT
DOES NOT INDICATE THEREON THE MANNER IN WHICH HE WISHES HIS SHARES TO BE VOTED
WITH RESPECT TO THE PROPOSALS DESCRIBED ABOVE, THEN SUCH SHAREHOLDER WILL BE
DEEMED TO HAVE GIVEN HIS AFFIRMATIVE WRITTEN CONSENT TO THE PROPOSALS. A
Written Consent marked "abstain" will not be voted either for or against such
proposals.
THIS WRITTEN CONSENT IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE BANK. THIS WRITTEN CONSENT MAY BE REVOKED AT ANY TIME PRIOR TO THE RECEIPT
BY THE BANK OF AFFIRMATIVE WRITTEN CONSENTS REPRESENTING A MAJORITY OF THE
BANK'S OUTSTANDING SHARES OF COMMON STOCK BY FILING A WRITTEN INSTRUMENT
REVOKING THE WRITTEN CONSENT WITH THE BANK'S SECRETARY.
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THE BANK'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU GIVE YOUR
AFFIRMATIVE WRITTEN CONSENT TO THE PROPOSED FORMATION OF A BANK HOLDING COMPANY
AND APPROVAL OF THE MERGER AGREEMENT, APPROVAL OF THE BSM BANCORP 1996 STOCK
OPTION PLAN.
Dated: __________________, 1997 -----------------------------------
Typed or Printed Name
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Signature
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Typed or Printed Name
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Signature
(Please date this Written Consent and sign your name as it appears on your
stock certificates. Executors, administrators, trustees, etc., should give
their full titles. All joint owners should sign.)
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