REVOCABLE PROXY - MID-STATE BANK
ANNUAL MEETING OF SHAREHOLDERS - JUNE 17, 1998
The undersigned shareholder(s) of Mid-State Bank ("Mid-State") hereby
appoints, constitutes and nominates Carrol R. Pruett, Raymond E. Jones and
James Stathos, and each of them, the attorney, agent and proxy of the
undersigned, with full power of substitution, to vote all shares of Mid-State
which the undersigned is entitled to vote at the Annual Meeting of
Shareholders to be held at 911 Bennett Street, Arroyo Grande, California on
June 17, 1998 at 7:30 p.m. local time, and any and all adjournments thereof,
as fully and with the same force and effect as the undersigned might or could
do if personally present thereat, as follows:
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PLEASE MARK
YOUR VOTES AS /X/
INDICATED IN
THIS EXAMPLE
1. MERGER AGREEMENT. To consider and vote upon a proposal to approve
the principal terms of the amended Agreement to Merge and Plan of
Reorganization dated as of January 29, 1998 and amended on March 27, 1998,
(the "Agreement") by and among Mid-State, Bank of Santa Maria (the "Bank")
and its parent holding company, BSM Bancorp ("Bancorp") 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) 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 Bancorp in accordance with the exchange ratio set forth in
the Agreement.
FOR AGAINST ABSTAIN
/ / / / / /
2. ELECTION OF DIRECTORS. To elect the following seven (7) persons to
the Board of Directors of Mid-State to serve until the 1999 Annual Meeting of
Shareholders and until their successors are elected and have qualified:
Gracia B. Bello Clifford H. Clark
Daryl L. Flood Raymond E. Jones
Albert L. Maguire Gregory R. Morris
Carrol R. Pruett
FOR ALL NOMINEES LISTED ABOVE WITHHOLD AUTHORITY TO VOTE
(EXCEPT AS MARKED TO THE CONTRARY) FOR ALL NOMINEES LISTED ABOVE
/ / / /
A SHAREHOLDER MAY WITHHOLD AUTHORITY TO VOTE FOR ANY NOMINEE BY LINING
THROUGH OR OTHERWISE STRIKING OUT THE NAME OF SUCH NOMINEE.
3. OTHER BUSINESS. To transact such other business as may properly
come before the Meeting and any adjournment or adjournments thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH OF THE LISTED PROPOSALS.
THE PROXY CONFERS AUTHORITY AND SHALL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATION OF THE BOARD OF DIRECTORS UNLESS A CONTRARY INSTRUCTION IS
INDICATED, IN WHICH CASE THE PROXY SHALL BE VOTED IN ACCORDANCE WITH
INSTRUCTIONS. IF NO INSTRUCTION IS SPECIFIED, THE SHARES REPRESENTED BY THE
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS LISTED ON THIS PROXY. IN ALL
OTHER MATTERS, IF ANY, PRESENTED AT THE ANNUAL MEETING, THE PROXY SHALL BE
VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS WHO
WILL MAKE ANY SUCH DETERMINATION IN THEIR SOLE DISCRETION. THIS PROXY ALSO
VESTS DISCRETIONARY AUTHORITY TO CUMULATE VOTES.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE
REVOKED PRIOR TO ITS USE.
The undersigned hereby acknowledges receipt of the combined Notice of Annual
Meeting and the Joint Proxy Statement/Prospectus that accompanies this proxy
and ratifies all lawful actions taken by the above-named proxies.
Signature(s) Date:
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Number of shares
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I (We) will / / will not / / attend
the Annual Meeting in person
NOTE: Please sign your full name. Joint owners should each sign. When signing
as attorney, executor, administrator, trustee or guardian, please give full
title as such.
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