Proxy
HUMBOLDT BANCORP
SPECIAL MEETING OF SHAREHOLDERS
______, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned appoint(s) _________ and _________, and each of them, as
proxies for the undersigned, with full power of substitution and revocation, to
represent and to vote, as designated below, all shares of common stock of
Humboldt Bancorp (the "Company") that the undersigned would be entitled to vote
if personally present, at the Special Meeting of shareholders of the Company to
be held at 701 Fifth Street, Eureka, California, on ____, 2000, at ___ p.m.,
local time, upon the following items as set forth in the Notice of Special
Meeting and Proxy Statement, and according to their discretion upon all other
matters that may be properly presented for action at the Special Meeting, or any
postponement or adjournment thereof. The undersigned may revoke this proxy at
any time prior to its exercise.
THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED TO THE COMPANY, WILL BE VOTED IN
THE MANNER DIRECTED ON THIS CARD. IN THE EVENT THAT NO SUCH DIRECTION IS GIVEN
HEREON AND THIS PROXY IS NOT SUBSEQUENTLY REVOKED OR SUPERSEDED, THE PROXY
HOLDERS NAMED ABOVE INTEND TO VOTE FOR THE APPROVAL OF THE MERGER BETWEEN THE
COMPANY AND TEHAMA BANCORP.
PLEASE MARK YOUR VOTES AS INDICATED IN THIS EXAMPLE: X
UNLESS OTHERWISE SPECIFIED, THIS PROXY WILL BE VOTED "FOR" THE FOLLOWING ITEMS:
1. Approval of the Agreement with Tehama Bancorp. To approve and adopt the
terms of the Plan of Reorganization and Merger Agreement dated as of September
20, 2000, between Humboldt Bancorp and Tehama Bancorp, and the transactions
contemplated by the agreement, including the merger of Tehama Bancorp with
Humboldt Bancorp and the conversion of each outstanding share of Tehama Bancorp
common stock into 1.775 shares of Humboldt Bancorp common stock.
| | | | | |
FOR AGAINST ABSTAIN
2. In their discretion, to transact such other business as may properly
come before the meeting.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A "FOR" FOR THE APPROVAL OF THE
MERGER BETWEEN THE COMPANY AND TEHAMA BANCORP.
I/we ___ do ___ do not expect to attend this meeting.
TO ASSURE A QUORUM, YOU ARE URGED TO DATE, COMPLETE, AND SIGN THIS PROXY AND
MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE, WHICH REQUIRES NO ADDITIONAL POSTAGE
IF MAILED IN THE UNITED STATES.
Please sign exactly as your name(s) appear(s). When signing as attorney,
executor, administrator, trustee, officer, partner, or guardian, please give
full title. If more than one trustee, all should sign. WHETHER OR NOT YOU INTEND
TO ATTEND THE ANNUAL MEETING, PLEASE SIGN AND RETURN THIS PROXY AS PROMPTLY AS
POSSIBLE IN THE ENCLOSED ENVELOPE.
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SHAREHOLDER(S): No. of Shares of Common Stock _________
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(SIGNATURE)
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(SIGNATURE)
DATE: __________________, 2000
