VALLEY FIRST COMMUNITY BANK
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
To Be Held On June 30, 2000
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS.
The undersigned shareholder of VALLEY FIRST COMMUNITY BANK hereby
appoints GARY W. HICKEL and JOHN S. LEWIS, or either of them, to represent
the undersigned at the annual meeting of the shareholders of VALLEY FIRST
COMMUNITY BANK to be held on June 30, 2000, at 9:00 a.m. (local time), at Valley
First Community Bank, 7501 East McCormick Parkway, North Court, Suite 105N,
Scottsdale, Arizona 85258-3495, and at any adjournments or postponements
thereof, and to vote the number of shares the undersigned would be entitled to
vote if personally present at the meeting on the matters listed below.
When properly executed, this proxy will be voted in the manner directed
by the undersigned shareholder and in the discretion of the proxy holder as to
any other matter that may come before the special meeting of shareholders and at
any adjournment or postponement thereof. If no direction is given, this proxy
will be voted "FOR" the proposal to approve and adopt the Plan of Share Exchange
and in the discretion of the proxy holder as to any other matter that may
properly come before the meeting or any adjournments or postponements thereof.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, YOU ARE URGED TO
COMPLETE, DATE, AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE PLAN
OF SHARE EXCHANGE.
1. Proposal to approve and adopt the Plan of Share Exchange, dated as
of May 31, 2000, between and among SUN COMMUNITY BANCORP LIMITED and the
shareholders of VALLEY FIRST COMMUNITY BANK to exchange the shares of common
stock of VALLEY FIRST COMMUNITY BANK not now held by SUN COMMUNITY BANCORP
LIMITED for shares of common stock of SUN COMMUNITY BANCORP LIMITED according to
the terms of the Plan of Share Exchange. After the share exchange, VALLEY FIRST
COMMUNITY BANK will be a wholly owned subsidiary of SUN COMMUNITY BANCORP
LIMITED.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE>
2. Election of Directors:
Number of votes entitled to cast for directors (equal number of shares
multiplied by 12):________
CHOOSE A OR B
A ________ Vote for twelve of the nominees listed, in such manner in
accordance with cumulative voting as will assure the
election of twelve of the listed nominees, with the number
of votes to be allocated among twelve nominees to be
determined by the proxy holders.
B ________ Distribute my votes among the nominees for director only as
indicated. (Print a number in the blank opposite the name of
each nominee for whom you wish the proxy to vote in order to
specify the number of votes to be cast for each nominee; the
sum of all votes must be equal to the number of shares
multiplied by twelve. You are entitled to vote for twelve
(12) nominees.)
________ John S. Lewis ________ W. Craig Berger
________ Donald J. Mahoney ________ Michael J. Devine
________ Patricia B. Ternes ________ Randy W. Fitzpatrick
________ Marilyn D. Cummings ________ Patrick J. Harris
________ Gary W. Hickel ________ Michael L. Kasten
________ Gordon D. Murphy ________ Harry Rosenzweig
3. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the Meeting.
THIS PROXY WILL BE VOTED AS DIRECTED, OR IF NO DIRECTION IS INDICATED, IT SHALL
BE VOTED FOR ITEM A FOR PROPOSAL 2.
Dated: June __, 2000
------------------------------------
Number of Shares of Common Stock
------------------------------------
Signature (and title if applicable)
------------------------------------
Signature (if held jointly)
Please sign your name exactly as it
appears on your stock certificate.
When shares are held by joint
tenants, both should sign. When
signing as attorney, executor,
administrator, trustee or guardian,
please give full title as such. If a
corporation, please sign in full
corporate name by the President or
other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
