PROXY BSM BANCORP PROXY
ANNUAL MEETING OF SHAREHOLDERS
JUNE 18, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder acknowledges receipt of the Notice of Annual
Meeting of Shareholders of BSM Bancorp (the "Bancorp") and the accompanying
Joint Proxy Statement/Prospectus dated , 1998, and revoking any
proxy heretofore given, hereby appoints Joseph Sesto, Jr., Mitsuo Taniguchi, and
Joseph F. Ziemba, or any one of them, with full power to act alone, my true and
lawful attorney(s), agent(s) and proxy, with full power of substitution, for me
and in my name, place and stead to vote and act with respect to all shares of
common stock of the Bancorp which the undersigned would be entitled to vote at
the Annual Meeting of Shareholders to be held on June 18, 1998, at 7:00 p.m.,
2739 Santa Maria Way, Santa Maria, California, and at any and all adjournment or
adjournments thereof, with all the powers that the undersigned would possess if
personally present, as follows:
1. APPROVAL OF MERGER AGREEMENT. To approve the principal terms of
the Agreement to Merge a Plan of Reorganization dated January 29,
1998 (the "Agreement"), as amended, by and among the Bancorp, the
Bank and Mid-State Bank ("Mid-State") and the transactions
contemplated thereby pursuant to which (i) the Bank will merge
with and into Mid-State and Mid-State will continue as the
surviving bank, (ii) the Bancorp will become the bank holding
company for Mid-State and change its name to "Mid-State
Bancshares" and (iii) the shareholders of Mid-State will become
shareholders of the Bancorp in accordance with the exchange ratio
set forth in the Agreement (the "Merger"). The terms and
conditions of the Agreement and the formulas for calculating the
number of shares of Bancorp Common Stock to be issued for each
share of Mid-State Common Stock are set forth in the accompanying
Joint Proxy Statement/Prospectus dated , 1998.
Approval of the principal terms of the Agreement requires the
affirmative vote of a majority of the outstanding shares of
Bancorp Common Stock.
/ / FOR / / AGAINST / / ABSTAIN
2. ELECTION OF DIRECTORS. FOR all nominees listed below WITHHOLD AUTHORITY
To elect as directors (EXCEPT AS INDICATED TO THE TO VOTE FOR ALL
the nominees set forth CONTRARY BELOW). / / NOMINEES LISTED
below: BELOW. / /
Armand R. Acosta
Richard E. Adam
Fred L. Crandall, Jr.
A.J. Diani
William A. Hares
Roger A. Ikola
Toshiharu Nishino
Joseph Sesto, Jr.
William L. Snelling
Mitsuo Taniguchi
Joseph F. Ziemba
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(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE(S), WRITE
THAT NOMINEE(S) NAME IN THE SPACE ABOVE)
3. APPROVAL OF PROPOSED AMENDMENTS TO 1996 STOCK OPTION PLAN. As
required by the Agreement, to approve proposed amendments to the
Bancorp's 1996 Stock Option Plan that would allow for the
granting of substitute stock options to officers and employees of
the Bancorp and the Bank, and certain directors of the Bancorp
and the Bank that will continue as directors of the Bancorp and
Mid-State, and such substitute options would have the same terms
and conditions as existing Bancorp options, except that such
substitute options would be completely vested, and such stock
options would not terminate as a result of the Merger, subject to
all necessary approvals of the California Department of
Corporations and any other necessary regulatory agency, as
described in the Joint Proxy Statement/Prospectus.
/ / FOR / / AGAINST / / ABSTAIN
4. OTHER BUSINESS
To transact such other business as may properly come before the
meeting.
Execution of this proxy confers authority to vote "FOR" each proposal listed
above unless the shareholder directs otherwise. If any other business is
presented at said meeting, this proxy shall be voted in accordance with the
recommendations of the Board of Directors. When signing as attorney,
executor, administrator, trustee or guardian, please give full title. If
more than one trustee, all should sign. All joint owners SHOULD sign.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE
REVOKED PRIOR TO ITS EXERCISE.
I/WE DO / / or I/WE DO NOT / / expect to attend the meeting.
Dated _________________________, 1998
_____________________________________
(Number of Shares)
_____________________________________
Signature of Shareholder(s)
_____________________________________
Signature of Shareholder(s)