PROXY CITY COMMERCE BANK PROXY

ANNUAL MEETING OF SHAREHOLDERS
AUGUST 10, 1999

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 City Commerce Bank and the accompanying Proxy
Statement/Prospectus dated July 9, 1999, and revoking any proxy heretofore
given, hereby appoints Darcy Limosnero, Sara Pelaez, and Barbara McClain, 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 Bank which the undersigned would be entitled to vote at the Annual Meeting
of Shareholders to be held on August 10, 1999, at 6:00 p.m., at the Downtown
Office of City Commerce Bank, 33 East Carrillo Street, Santa Barbara, California
93101 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 and Plan of Reorganization dated April 19, 1999 among City
Commerce Bank, Mid-State Bancshares and Mid-State Bank and the transactions
contemplated thereby pursuant to which (i) City Commerce Bank will merge with
and into Mid-State Bank and Mid-State Bank will continue as the surviving bank,
(ii) Mid-State Bancshares will remain the bank holding company for Mid-State
Bank, and (iii) the shareholders of City Commerce Bank will become shareholders
of Mid-State Bancshares in accordance with the exchange ratio set forth in the
Agreement. The terms and conditions of the Agreement and the formulas for
calculating the number of shares of Mid-State Bancshares common stock to be
issued for each share of City Commerce Bank common stock are set forth in the
accompanying Proxy Statement/Prospectus dated July 9, 1999. Approval of the
principal terms of the Agreement requires the affirmative vote of a majority of
the outstanding shares of City Commerce Bank common stock.

/ / FOR / / AGAINST / / ABSTAIN

2. ELECTION OF DIRECTORS.

To elect as directors the nominees set forth below:

/ / FOR all nominees listed below (except as indicated to the contrary
below).

/ / WITHHOLD AUTHORITY to vote for all nominees listed below.

William J. Blythe Carl E. Lindros
Roger P. Duncan John R. Mackall
Betty M. Hatch C. Brian O'Gorman
H. Edward Heron Eloy U. Ortega

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(Instruction: To withhold authority to vote for any individual nominee(s), write
the nominee(s) name in the space above.)

3. 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: , 1999 ----------------------------------
(Number of Shares)

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Signature of Shareholder(s)