QUESTIONS AND ANSWERS FOR SHAREHOLDERS OF THE BANK OF HEMET
ABOUT THE
SHAREHOLDER DOCUMENTS
Q: I AM A SHAREHOLDER OF THE BANK OF HEMET. WHY MUST I COMPLETE THESE
DOCUMENTS?
A: Pacific Community Banking Group has agreed to acquire The Bank of Hemet.
You have received a joint proxy statement/prospectus that describes Pacific
Community Banking Group and the acquisition. If the shareholders approve
the acquisition, The Bank of Hemet needs the shareholder documents to
complete the acquisition and to arrange for you to receive the cash and/or
stock and warrants you will be entitled to receive.
Q: WHAT IS THE CUSTODY AGREEMENT, LETTER OF TRANSMITTAL, POWER OF ATTORNEY AND
OFFER OF SALE
A: You should read the entire document. But in summary, the Custody
Agreement, Letter of Transmittal, Power of Attorney and Offer of Sale is a
binding agreement by you that principally provides the following:
- You appoint a custodian, which will hold your shares and deliver them
as necessary to complete the acquisition and the public offering.
- You provide your name, address and other necessary information to
ensure that you receive the cash or stock to which you are entitled,
and you state a preference to receive a greater amount of cash or of
stock after the close of the acquisition and the public offering. You
also promise that you own your shares and have the power to sell them.
- You give a special power of attorney to two individuals, referred to
as the "Attorneys-in-Fact," who will take limited legal actions on
your behalf to establish the final price of your Pacific Community
Banking Group stock and sell some or all of that stock to the
underwriters.
- You offer the shares of Pacific Community Banking Group common stock
you will receive in the acquisition to the underwriters. The
underwriters will be able to purchase some or all of the shares for
resale at a price to the public of at least $15 per share.
Q: WHO IS THE CUSTODIAN AND WHAT WILL THE CUSTODIAN DO?
A: U.S. Stock Transfer Company will be the custodian. You should send your
certificates to the custodian now, along with the selling shareholder
documents. Or you may surrender the certificates and present the selling
shareholder documents at a branch of The Bank of Hemet. If the acquisition
closes, the custodian will surrender the certificates for your
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shares of The Bank of Hemet common stock. In exchange for each share so
surrendered you will receive 3.4 shares of Pacific Community Banking Group
common stock. The custodian will keep custody of your shares of Pacific
Community Banking Group for the brief period until the public offering
closes, then deliver the shares you sell to the underwriter, send you the
money received from the sale and send you certificates for the shares you
don't sell and the warrants.
Q: WHO ARE THE "ATTORNEYS-IN-FACT" AND WHAT POWER WILL THEY HAVE?
A: An individual that has the power to act on your behalf under the Power of
Attorney is called an "Attorney-in-Fact." You will authorize any of two
persons, James B. Jaqua and John J. McDonough, to act in this capacity.
They will negotiate the final price to the public of the shares of Pacific
Community Banking Group common stock you sell, with a minimum price of $15.
They will sell your shares of Pacific Community Banking Group common stock
to the underwriters on those terms. The Attorneys-in-Fact will consider
the preference for cash or stock that you have stated. But they will have
the discretion to designate some or all of your stock to be sold to the
public, in order to meet the terms of the acquisition agreement. They can
also execute any documents necessary to complete the sale, on your behalf,
without further consultation with you.
Q: CAN I ELECT TO RECEIVE CASH ONLY OR PACIFIC COMMUNITY BANKING GROUP COMMON
STOCK ONLY?
A: No. You will be able to indicate your preference to have cash or stock of
Pacific Community Banking Group after the close of the acquisitions and the
initial public offering. The Attorneys-in-Fact will consider this when
determining how much of your Pacific Community Banking Group common stock
to sell to the underwriters. But even if you indicate a preference for
stock, it is likely that most of your shares will be sold because the
acquisition agreement requires that the underwriters purchase and resell
between 75% and 88% of the total shares received by shareholders of The
Bank of Hemet.
Q: WHAT OTHER KINDS OF INFORMATION WILL I NEED TO PROVIDE?
A: In addition to your name and address, you will give instructions for where
the transfer agent should send the money received from the sale and any
remaining shares and your warrants. If you have more than one certificate,
or have a number of separate purchases on your brokerage account, you can
indicate which of them you prefer to sell first, which can affect the
amount of taxable capital gain you realize if you paid different amounts
per share in your original purchases. You will also need to return a
completed form W-9 for tax reporting purposes. Please consult your tax
advisor if you have questions about the tax effects of designating
particular shares for sale.
Q: WHAT IF I DON'T HAVE PHYSICAL CERTIFICATES FOR MY SHARES, BUT HOLD THEM
THROUGH AN ACCOUNT AT MY BROKER?
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A: If you don't have certificates, but hold your shares of The Bank of
Hemet common stock "in street name," that is, through a brokerage
account, you should still complete all of the enclosed shareholder
documents and return them in the provided envelope. Then the surrender
and exchange of certificates, and the sale of stock, will take place on
your behalf. You will receive the cash proceeds from the sale of your
Pacific Community Banking Group common stock. Any remaining shares of
Pacific Community Banking Group Common Stock and your warrants will be
recorded on your brokerage account.
Q: WHAT IF THE ACQUISITION OR THE PUBLIC OFFERING IS NOT COMPLETED?
A: If either the acquisition or the public offering fails to take place, the
custodian will return to you the certificates for the shares of The Bank of
Hemet common stock you surrendered, or send you replacement certificates.
Q: WHAT IF I LOST THE CERTIFICATES FOR MY SHARES?
A: If you have lost the certificates for your shares, please complete and
return the enclosed Lost Certificate Declaration, along with the other
applicable shareholder documents.
Q: IS IT SAFE TO SEND MY CERTIFICATES BY MAIL OR BY OVERNIGHT EXPRESS?
A: Please do NOT send endorsed stock certificates by mail or by overnight
express. Rather than endorsing the stock certificates, sign one of the
enclosed Stock Powers for each of your certificates. Then send the
certificates and the stock powers IN SEPARATE ENVELOPES.
Q: WILL I BE RESPONSIBLE FOR ANY OF THE COSTS OF THE PUBLIC OFFERING?
A: No. You will receive the public offering price for each share that you
sell in the public offering, without deduction for any costs.
[Q: WHAT IS THE DIFFERENCE BETWEEN SELLING MY SHARES IN THE PUBLIC OFFERING AND
SELLING MY SHARES OF PACIFIC COMMUNITY BANKING GROUP AT A LATER DATE?
A: You will be able to freely trade any shares of Pacific Community Banking
Group common stock that you retain, unless you are an "affiliate" of The
Bank of Hemet. The Bank of Hemet and Pacific Community Banking Group
cannot predict whether the price you would receive in such a later trade
would be more or less than the public offering price. You will likely have
to pay a broker's commission to make a later trade, while Pacific Community
Banking Group will pay all commissions for the sale of your shares in the
public offering. ]
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INSTRUCTIONS
(For completing the
Custody Agreement, Letter of Transmittal, Power of Attorney and Offer of Sale)
A. You have been sent five copies of the Custody Agreement, Letter of
Transmittal, Power of Attorney and Offer of Sale (the "Agreement"). Please
complete and return four copies of the Agreement and stock certificate(s) as set
forth in paragraph D below. PLEASE BE SURE TO INDICATE YOUR PREFERENCE FOR CASH
OR STOCK IN SECTION 4 OF THE AGREEMENT. A fully executed copy of the Agreement
will be returned to you.
B. Complete Schedule I attached hereto.
C. You must sign each copy of the Agreement and for each stock
certificate you deposit along with this Agreement you must either (a) sign each
stock certificate or (b) sign a separate stock power (stock power forms are
provided with this Agreement). ALL OF YOUR SIGNATURES MUST BE MEDALLION
GUARANTEED by an eligible guarantor institution, such as a bank, a stock broker,
savings and loan association, or credit union, with membership in an approved
medallion signature program. PLEASE SIGN THE STOCK CERTIFICATE(s) OR STOCK
POWER AND THE AGREEMENT EXACTLY AS YOUR NAME APPEARS ON YOUR STOCK
CERTIFICATE(s).
D. Endorsed stock certificate(s) or stock certificate(s) with stock
powers attached along with all four executed copies of the completed Agreement
should be promptly returned by hand delivery [to a branch of The Bank of Hemet]
or by hand delivery or certified mail appropriately insured to:
U.S. Stock Transfer Company
____________________
____________________
____________________
If sending through the mail or courier, it is recommended that you do not
endorse the certificate(s), but send an executed stock power or powers in a
separate envelope from the certificate(s).
E. You may elect to retain shares of Pacific Community Banking Group
common stock rather than offering to sell them to the Underwriters. Also, each
shareholder may be required to retain some shares of Pacific Community Banking
Group common stock to satisfy the terms of the First Restatement of the
Agreement and Plan of Reorganization between The Bank of Hemet and Pacific
Community Banking Group. In either case, the Custodian will cause to be
delivered to you in due course, but not earlier than ten days after the closing
for the purchase of firm shares by the Underwriters, a certificate for the
number of shares of Pacific Community Banking Group common stock and warrants
that you have received but that were not sold in the public offering.
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_________________________
(Name of Shareholder)
CUSTODY AGREEMENT, LETTER OF TRANSMITTAL, POWER OF ATTORNEY AND OFFER OF SALE
FOR CUSTODY AND EXCHANGE OF COMMON STOCK OF
THE BANK OF HEMET
AND FOR CUSTODY AND SALE OF COMMON STOCK OF
PACIFIC COMMUNITY BANKING GROUP
James B. Jaqua
John J. McDonough
As Attorneys-in-Fact
c/o The Bank of Hemet
[address]
U.S. Stock Transfer Company
As Custodian
[Address of U.S. Stock Transfer Company]
Sutro & Co. Incorporated
As Representative of the several Underwriters
c/o Sutro & Co. Incorporated
11150 Santa Monica Boulevard, Suite 1500
Los Angeles, California 90025
Ladies and Gentlemen:
The undersigned (the "Shareholder") is a shareholder of The Bank of Hemet
("The Bank of Hemet"), a California corporation. Pacific Community Banking
Group, a California corporation, and The Bank of Hemet have signed a First
Restatement of Agreement and Plan of Reorganization (as amended, the
"Acquisition Agreement") providing for the acquisition of The Bank of Hemet by
Pacific Community Banking Group. If the acquisition is completed, the
Shareholder's shares of The Bank of Hemet will automatically convert into a
right to receive shares of Pacific Community Banking Group. Pacific Community
Banking Group and the
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Shareholder proposes to sell some or all of the shares of Pacific Community
Banking Group common stock received by the Shareholder to underwriters (the
"Underwriters") for whom Sutro & Co. Incorporated will act as representative
(the "Representative" ), for distribution under a Registration Statement on Form
S-1 (the "Registration Statement") to the public at a price and on terms to be
hereafter determined. It is understood that at this time there is no commitment
on the part of the Underwriters to purchase any shares of Pacific Community
Banking Group common stock and no assurance that an offering of Pacific
Community Banking Group common stock will take place. The shares of Pacific
Community Banking Group common stock received by the Shareholder in exchange for
shares of The Bank of Hemet common stock, all of which the Shareholder will
hereby offer to sell to the Underwriters, are referred to herein as the
"Shares."
1. APPOINTMENT AND POWERS OF ATTORNEYS-IN-FACT.
A. The Shareholder irrevocably constitutes and appoints James B.
Jaqua and John J. McDonough (the "Attorneys-in-Fact"), and each of them, its
agent and attorney-in-fact, with full power of substitution, with respect to all
matters arising in connection with the public offering and sale of the Shares,
including, but not limited to, the power and authority on behalf of the
Shareholder to do or cause to be done any of the following things:
(i) to instruct the Custodian (as defined below) to surrender
certificates for all of the Shareholders' shares of common
stock of The Bank of Hemet in exchange for shares of
Pacific Community Banking Group as provided in the
Acquisition Agreement;
(ii) to negotiate, determine and agree upon (a) the price at
which the Shares will be initially offered to the public
by the Underwriters, provided that the price shall not be
less than $15 per share, and (b) the price at which the
Shares will be sold to the Underwriters;
(iii) to allocate the number of shares of Pacific Community
Banking Group common stock owned by the Shareholder that
shall be sold to the Underwriters and the number of shares
of Pacific Community Banking Group common stock that shall
be retained by the Shareholder, in satisfaction of the
terms of the Acquisition Agreement. Notwithstanding the
statement of preference made by the Shareholder herein,
the Attorneys-in-Fact are authorized, in their sole
discretion, to sell up to the total number of shares of
Pacific Community Banking Stock owned by the Shareholder.
(iv) to sell, assign, transfer and deliver the Shares to the
Underwriters and deliver to the Underwriters certificates
for the Shares so sold;
(v) take any and all steps deemed necessary or desirable by
the Attorneys-in-Fact in connection with the registration
of the Shares under the Securities Act of 1933, as amended
(the "Securities Act" ), the Securities Exchange Act of
1934, as amended, and under the securities or "blue sky"
laws of various states and jurisdictions, including,
without limitation, the giving or making of
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such undertakings, representations and agreements and the
taking of such other steps as the Attorneys-in-Fact may
deem necessary or advisable;
(vi) instruct Pacific Community Banking Group and the Custodian
(as hereinafter defined) on all matters pertaining to the
sale of the Shares and delivery of certificates therefor;
and
(vii) otherwise take all actions and do all things necessary or
proper, required, contemplated or deemed advisable or
desirable by the Attorneys-in-Fact in their discretion,
including the execution and delivery of any documents, and
generally act for and in the name of the Shareholder with
respect to the sale of the Shares to the Underwriters and
the reoffering of the Shares by the Underwriters as fully
as could the Shareholder if then personally present and
acting.
B. Each Attorney-in-Fact may act alone in exercising the rights and
powers conferred on the Attorneys-in-Fact by this Custody Agreement, Letter of
Transmittal, Power of Attorney and Offer of Sale (this "Agreement"), and the act
of any Attorney-in-Fact shall be the act of the Attorneys-in-Fact. Each
Attorney-in-Fact is hereby empowered to determine, in his sole and absolute
discretion, the time or times when, the purposes for which, and the manner in
which, any power herein conferred upon the Attorneys-in-Fact shall be exercised.
C. The Custodian, the Representatives, Pacific Community Banking
Group and all other persons dealing with the Attorneys-in-Fact as such may rely
and act upon any writing believed in good faith to be signed by one or more of
the Attorneys-in-Fact.
D. The Attorneys-in-Fact shall not receive any compensation from the
Shareholder for their services rendered hereunder.
2. APPOINTMENT OF CUSTODIAN; DEPOSIT OF SHARES.
A. In connection with and to facilitate the exchange of shares of
The Bank of Hemet common stock and the sale of the Shares to the Underwriters,
the Shareholder hereby appoints U.S. Stock Transfer Company as custodian (the
"Custodian") and herewith deposits with the Custodian one or more certificates
for The Bank of Hemet common stock which represent the total number of the
shares of The Bank of Hemet common stock held by the Shareholder, and which
number is set forth on Schedule I hereto. Each such certificate so deposited is
in negotiable and proper deliverable form and either (a) has been endorsed in
blank with the signature of the Shareholder thereon, medallion guaranteed by an
eligible guarantor institution, such The Bank of Hemet or another bank, a stock
broker, savings and loan association, or credit union, with membership in an
approved medallion signature program, or (b) is accompanied by a duly executed
stock power or powers in blank, bearing the signature of the Shareholder,
medallion guaranteed in the same manner. The Custodian is hereby authorized and
directed, subject to the instructions of the Attorneys-in- Fact, to act as
follows:
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(i) to surrender the certificates for Shareholder's shares of
The Bank of Hemet in exchange for certificates of Pacific
Community Banking Group common stock in accordance with
the Acquisition Agreement;
(ii) to hold in custody the certificate or certificates
deposited herewith and any other certificates or
instruments exchanged therefor;
(iii) to deliver or to authorize Pacific Community Banking
Group's transfer agent to deliver the certificates of
Pacific Community Banking Group common stock received in
exchange for the certificates deposited herewith (or
replacement certificate(s) for the Shares) to or at the
direction of the Attorneys-in-Fact; and
(iv) to return or cause Pacific Community Banking Group's
transfer agent to return to the Shareholder cash in lieu of
fractional shares and in new certificate(s) for the shares
of Pacific Community Banking Group common stock and
warrants that are received in exchange for any certificate
deposited hereunder but that are not sold to the
Underwriters.
B. Until the shares of The Bank of Hemet common stock deposited
hereunder have been exchanged for Pacific Community Banking Group common stock,
the Shareholder shall retain all rights of ownership with respect to the shares
of The Bank of Hemet common stock deposited hereunder, including the right to
vote and to receive all dividends and payments thereon, except the right to
retain custody of or dispose of such Shares, which right is subject to this
Agreement. Until the Shares have been delivered to the Underwriters against
payment therefor, the Shareholder shall retain all rights of ownership with
respect to the Shares, including the right to vote and to receive all dividends
and payment thereon, except the right to retain custody of or dispose of such
Shares, which right is subject to this Agreement.
3. IRREVOCABLE OFFER TO SELL SHARES OF PACIFIC COMMUNITY BANKING GROUP
COMMON STOCK.
The Shareholder offers for sale to the Underwriters any and all shares
of Pacific Community Banking Group common stock received in exchange for the
shares of The Bank of Hemet common stock transmitted herewith. This offer is
made without conditions, except as provided in this Agreement, and may be
accepted and executed without prior notice to the Shareholder. The Shareholder
may not revoke this offer; however, this offer will expire if not accepted in
whole or in part by the Underwriter on or before July 28, 1999.
4. PREFERENCE TO RECEIVE CASH OR SHARES OF PACIFIC COMMUNITY BANKING
GROUP COMMON STOCK
The Shareholder hereby instructs the Attorney-in-Fact that the
shareholder prefers to receive consideration for the surrendered shares of The
Bank of Hemet common stock as follows. The Shareholder acknowledges that this
preference is subject to the power of the Attorney-in-Fact to allocate the
number of Shareholders' shares sold to the Underwriters to satisfy the terms of
the Acquisition Agreement, in the sole discretion of the Attorney-in-Fact.
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CHECK THE BOX BELOW THAT APPLIES.
{ A. I prefer to sell all of the shares of Pacific Community
Banking Group common stock that I will receive in the
acquisition.
{ B. I prefer to retain all of the shares of Pacific
Community Banking Group common stock that I will receive in
the acquisition.
{ C. I prefer to sell ___% of the shares of Pacific Community
Banking Group common stock that I will receive in the
acquisition. IF YOU CHECK THIS BOX, PLEASE FILL IN THE
PERCENTAGE; OTHERWISE, WE WILL CONSIDER YOU TO HAVE MADE NO
ELECTION.
5. SALE OF SHARES; REMITTING NET PROCEEDS.
The Attorneys-in-Fact are hereby authorized and directed to deliver or
cause the Custodian or Pacific Community Banking Group's transfer agent to
deliver certificates for the Shares to the Representatives, against delivery to
the Attorneys-in-Fact, for the account of the Shareholder, of the purchase price
of the Shares. The Attorneys-in-Fact are authorized, on behalf of the
Shareholder, to accept and acknowledge receipt of the payment of the purchase
price for the Shares and shall promptly deposit such proceeds with the
Custodian. The Custodian shall promptly remit to the Shareholder his or her
share of the proceeds.
6. REPRESENTATIONS, WARRANTIES AND AGREEMENTS. The Shareholder
represents and warrants to, and agrees with, Pacific Community Banking Group,
the Attorneys-in-Fact, the Custodian and the Underwriters as follows:
A. The Shareholder has full legal right, power and authority to
enter into and perform this Agreement. If the Shareholder is acting as a
fiduciary, officer, partner or agent, the Shareholder is enclosing with this
Agreement certified copies of the appropriate instruments pursuant to which the
Shareholder is authorized to act hereunder. If the Shareholder is an individual
and is married, and the spouse is not named as an owner on the stock
certificate, the Shareholder is enclosing with this Agreement a duly completed
and executed consent of his or her spouse, in the form attached to this
Agreement as Annex A.
B. The Shareholder is not directly or indirectly an affiliate of or
associated with any member of the National Association of Securities Dealers,
Inc.
C. The Shareholder agrees to deliver to the Attorneys-in-Fact such
documentation as the Attorneys-in-Fact, The Bank of Hemet, Pacific Community
Banking Group or the Underwriters or any of their respective counsel may
reasonably request in order to effectuate any of the provisions hereof, in form
and substance satisfactory in all respects to the Attorneys-in-Fact.
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D. The foregoing representations, warranties and agreements are made
for the benefit of, and may be relied upon by, the Attorneys-in-Fact, The Bank
of Hemet, Pacific Community Banking Group, the Custodian, the Underwriters and
their respective representatives, agents and counsel.
7. IRREVOCABILITY OF INSTRUMENTS; TERMINATION OF THIS AGREEMENT.
A. This Agreement, the deposit of The Bank of Hemet common stock
pursuant hereto and all authority hereby conferred, is granted, made and
conferred subject to and in consideration of (a) the interests of the
Attorneys-in-Fact, the Underwriters, The Bank of Hemet and Pacific Community
Banking Group in and for the purpose of completing the transactions contemplated
hereunder and by the Acquisition Agreement and the Underwriting Agreement
between Pacific Community Banking Group, certain other selling shareholders and
the Underwriters, and (b) the completion of the registration of Pacific
Community Banking Group common stock pursuant to the Registration Statement and
the other acts of the above-mentioned parties from the date hereof to and
including the time the Shares are purchased by the Underwriters, and the
Attorneys-in-Fact are hereby further vested with an estate, right, title and
interest in and to the Shares deposited herewith for the purpose of irrevocably
empowering and securing to them authority sufficient to consummate said
transactions. Accordingly, this Agreement and the offer of the Shares made
herein shall be irrevocable prior to July 28, 1999, and shall remain in full
force and effect until that date. The Shareholder further agrees that this
Agreement shall not be terminated by operation of law or upon the occurrence of
any event whatsoever, including the death, disability or incompetence of the
Shareholder or, if the Shareholder is not a natural person, upon any
dissolution, winding up, distribution of assets or other event affecting the
legal existence of the Shareholder. If any event referred to in the preceding
sentence shall occur, whether with or without notice thereof to the
Attorneys-in-Fact, any of the Underwriters or any other person, the
Attorneys-in-Fact shall nevertheless be authorized and empowered to deliver and
deal with the Shares deposited under the Agreement by the Shareholder in
accordance with the terms and provisions of this Agreement as if such event had
not occurred.
B. If the transactions contemplated in the Acquisition Agreement are
not completed by July 28, 1999, this Agreement shall terminate (without
affecting any lawful action of the Attorneys-in-Fact or the Custodian prior to
such termination), and the Attorneys-in-Fact shall cause the Custodian to return
to the Shareholder all certificates for The Bank of Hemet common stock deposited
hereunder.
8. LIABILITY AND INDEMNIFICATION OF THE ATTORNEYS-IN-FACT AND CUSTODIAN.
The Attorneys-in-Fact and the Custodian assume no responsibility or liability to
the Shareholder or to any other person, other than to deal with The Bank of
Hemet common stock deposited hereunder, the Pacific Community Banking Group
common stock exchanged therefor, the proceeds from the sale of the Shares and
any other shares of Pacific Community Banking Group common stock deposited with
the Custodian pursuant to the terms of this Agreement in accordance with the
provisions hereof. The Shareholder hereby agrees to indemnify and hold harmless
the Attorneys-in-Fact and the Custodian, and their respective officers, agents,
successors, assigns and personal representatives with respect to any act or
omission of or by any of them in good faith in
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connection with any and all matters contemplated by this Agreement or the
Underwriting Agreement.
9. INTERPRETATION.
A. The representations, warranties and agreements of the Shareholder
contained herein shall survive the sale and delivery of the Shares and the
termination of this Agreement.
B. The validity, enforceability, interpretation and construction of
this Agreement shall be determined in accordance with the laws of the State of
California applicable to contracts made and to be performed within the State of
California, and this Agreement shall inure to the benefit of, and be binding
upon, the Shareholder and the Shareholder's heirs, executors, administrators,
successors and assigns, as the case may be.
C. Wherever possible each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any such provision shall be prohibited by or invalid under applicable
law, it shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.
D. The use of the masculine gender in this Agreement includes the
feminine and neuter, and the use of the singular includes the plural, wherever
appropriate.
THE NEXT PAGE IS THE SIGNATURE PAGE.
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IN WITNESS WHEREOF, the undersigned has executed this Custody Agreement, Letter
of Transmittal, Power of Attorney and Offer of Sale this ___ day of _________,
1999.
Signature of Shareholder _______________________________
Medallion Guaranteed by:
_______________________________
(Please sign exactly as your name appears
on your stock certificate(s).)*
Name and address to which
notices, funds and stock
certificates shall be sent.
______________________________
(NAME)
______________________________
(STREET)
______________________________
(CITY) (STATE) (ZIP)
Name and address to which
notices, funds and stock
certificates shall be sent.
______________________________
(NAME)
______________________________
(STREET)
______________________________
(CITY) (STATE) (ZIP)
* The signature MUST BE MEDALLION GUARANTEED by an eligible guarantor
institution, such as a bank, or a stock broker, savings and loan
association, or credit union, with membership in an approved medallion
signature program.
ACCEPTED by the Attorneys-in-Fact ACCEPTED by the Custodian as of the
as of the date above set forth: of the date above set forth:
[ATTORNEY IN FACT] [CUSTODIAN]
_________________________ By: _______________________________
Name: _______________________________
Its: _______________________________
[ATTORNEY IN FACT] ACCEPTED by the Custodian as of the
of the date above set forth:
_________________________
[CUSTODIAN]
[ATTORNEY IN FACT]
By: _______________________________
_________________________
Name: _______________________________
Its: _______________________________
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SEE THE ATTACHED INSTRUCTIONS
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SCHEDULE I
Certificate(s) for Shares of Common Stock of
THE BANK OF HEMET
deposited under
Custody Agreement, Letter of Transmittal, Power of Attorney and Offer of Sale
[PROVISION FOR STREET NAME ]
Certificate
Number Number of Shares of
(or purchase The Bank of Hemet Common Stock
date if held in Represented by Certificate
street name) (or purchase date)
----------------- -------------------
___________ . . . . . . . . ._____________________
___________ . . . . . . . . ._____________________
___________ . . . . . . . . ._____________________
___________ . . . . . . . . ._____________________
___________ . . . . . . . . ._____________________
___________ . . . . . . . . ._____________________
Total Shares: _____________________
The underwriters may not sell all of the Pacific Community Banking Group
common stock received in exchange for your shares listed above. If you wish to
do so for income tax purposes, please give the order in which you would like
your shares sold, listing by the date of purchase, in order from those you want
the underwriters to sell first to those you want sold last.
1.__________________ 2.__________________ 3.__________________
4.__________________ 5.__________________ 6.__________________
7.__________________ 8.__________________ 9.__________________
10.__________________
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ANNEX A
INSTRUCTION: See Section 6, paragraph A, of the Custody Agreement, Letter
of Transmittal, Power of Attorney and Offer of Sale.
CONSENT OF SPOUSE
I am the spouse of _________________. On behalf of myself, my heirs,
legatees, and assigns, I hereby join in and consent to the terms of the
foregoing Custody Agreement, Letter of Transmittal, Power of Attorney and Offer
of Sale (the "Agreement"), and I agree to the sale of the shares of common stock
of Pacific Community Banking Group, Inc., a California corporation, to be
received in exchange for the shares of common stock of The Bank of Hemet
registered in the name of my spouse or otherwise registered, which my spouse has
offered to sell in the Agreement.
Dated:_________________, 1999
__________________________________
(Signature of Spouse)
STOCK POWER
FOR VALUE RECEIVED, ______________________________ hereby sells, assigns
and transfers unto _____________________, _______________ shares of the Common
Stock of The Bank of Hemet, and does hereby irrevocably constitute and appoint
______________________________________________________________________________
attorney to transfer such shares on the books of The Bank of Hemet with full
power of substitution in the premises.
Dated: ______________, 1999
_____________________________*
_____________________________
(Please sign exactly as your name appears on
your stock certificate(s).)
Signature medallion guaranteed by:
By: _____________________________
_______________
* The signature MUST BE MEDALLION GUARANTEED by an eligible guarantor
institution, such as The Bank of Hemet, another bank, a stock broker,
savings and loan association, or credit union, with membership in an
approved medallion signature program.