SUSAN TRESCHER
ATTORNEY AT LAW
2600 DE LA VINA STREET, SUITE F
SANTA BARBARA, CA 93105
TELEPHONE (805) 569-3707
FAX (805) 687-4653
March 30, 1998
Dear Fellow Shareholders of Santa Barbara Bancorp:
My name is Susan Trescher. I am seeking election to the Board of
Directors at the April 1998 annual meeting. I have been formally nominated
as a Director by a fellow shareholder. But I need your help to win election.
You have received or will receive from Santa Barbara Bancorp (or your
broker) a Notice of the Annual Meeting of Shareholders. The Notice will
include your proxy to elect the Board of Directors' ten (10) nominees for
Directors. My name is not one of the nominees. Before or even after you
date, sign, and return your proxy to the Secretary of the Corporation or
your broker, would you please consider giving me your proxy to vote. This
proxy is enclosed.
I am an attorney who has practiced civil law in Santa Barbara County
since 1964. A third generation Californian, I am a graduate of U.C. Berkeley
(where I grew up) and Harvard Law School. Before moving to Santa Barbara
from the San Francisco Bay area in 1964 to become a Deputy County Counsel
with the County of Santa Barbara, I practiced law in Los Angeles and the San
Francisco Bay area for nine years. During my eighteen years as a County
Counsel, the County relied on my particular expertise in land use,
environmental, and water law issues for legal advice and for representation
in court proceedings. In 1982 I went into private practice in the areas
of governmental, real property, environmental, family, water, and health
law. Currently my practice focuses on governmental, health, and real property
law.
I first began to admire Santa Barbara Bancorp in 1966 when as a woman
I sought a loan to purchase my first house. Of the five banks and savings
and loans in Santa Barbara that I talked to only Santa Barbara Bank and
Trust would authorize a loan to me based upon my own employment and income.
Thereafter I started purchasing stock in Santa Barbara Bank and Trust. I now
own 5,893 shares.
I have held leadership positions in the following professional and
community organizations:
President of the Legal Aid Foundation of Santa Barbara Second Vice
President of California Women Lawyers Director of Santa Barbara Women
Lawyers Director of Santa Barbara County Bar Association
Chairman of Land Use Section of County Counsels' Association President
of Altrusa Club of Santa Barbara
This month I was honored with the Attorney of the Year Award by- the
Santa Barbara Women Lawyers.
I have long respected the important role of the Santa Barbara Bancorp
in our community. With regret I have noted the absence on the Board of
Directors of members with governmental legal experience--and the total
absence of any women Directors.
You can help correct this omission in an otherwise impressive
institution by promptly signing, dating, and mailing the enclosed proxy in
the enclosed stamped envelope.
A fellow shareholder has given notice to the Secretary of the
Corporation of the shareholder's intention to cumulate votes. This means
that if any shareholder owns 100 shares and sends in the enclosed proxy,
1,000 votes will be cast for my candidacy. The cumulative voting of those
who support my candidacy is necessary if I am to become one of the ten (10)
Directors.
If you wish to support my candidacy for Director, just sign, date, and
mail in the enclosed proxy. Even if you have already sent in your proxy to
the Corporation, a later date on the enclosed proxy will cancel your vote
for Directors on the earlier dated proxy to the Corporation. If you send in
the enclosed proxy, PLEASE do not send in a later dated proxy to the
Corporation; such an action would cancel your vote for me.
I will attend the April 21st shareholders' meeting. I look forward to
meeting you.
Thank you for your consideration of my candidacy for Director of Santa
Barbara Bancorp.
Your fellow shareholder,
Susan Trescher
<PAGE>
PROXY
SANTA BARBARA BANCORP
This Proxy is Solicited on Behalf of Susan Trescher
The undersigned hereby appoints Susan Trescher, as Proxy Holder, with the
power to appoint her substitute, and hereby authorizes her to represent and
to vote, as designated on the reverse side, all the shares of common stock
of Santa Barbara Bancorp held of record by the undersigned on March 6, 1998
at the Annual Meeting of Shareholders to be held on April 21, 1998 or any
adjournment thereof.
(Continued and to be signed on reverse side.)
For
nominee
listed below
__
1. ELECTION OF DIRECTORS | |
|__|
Nominee: Susan Trescher
FOR AGAINST ABSTAIN
2. PROPOSAL TO APPROVE SELECTION __ __ __
OF ARTHUR ANDERSEN LLP TO SERVE | | | | | |
AS INDEPENDENT PUBLIC ACCOUNTANTS |__| |__| |__|
FOR SANTA BARBARA BANCORP FOR THE
YEAR 1998.
3. IN HER DISCRETION, THE PROXY
HOLDER IS AUTHORIZED TO VOTE UPON
SUCH OTHER BUSINESS AS MAY PROP-
ERLY COME BEFORE THE MEETING.
__________________________________________________________________________
Please Mark, Sign, Date and Return this Proxy Card Promptly Using the
Enclosed Envelope.
Please mark __
our vote as |X |
indicated in |__|
this example
This proxy when properly executed and returned will be voted in the manner
directed herein by the undersigned stockholder. If no direction is made, this
proxy will be voted for Proposals 1 and 2. If any other business is presented
at the meeting, this Proxy confers authority to and shall be voted in accordance
with the recommendation of Susan Trescher. This Proxy confers the power of
cumulative voting and the power to vote cumulatively for the nominee as
described in the proxy statement.
__________________________
Signature
__________________________
Signature
__________________________
Signature
Dated ____________________, 1998
Please date this Proxy and sign exactly as the name appears on your shares.
When shares are held by joint tenants, both should sign. When signed as
attorney, as executor, administrator, trustee, or guardian, please give full
title as such. If a corporation, please sign in full corporate name by President
or other authorized officer. If a partnership, please sign in partnership name
by authorized person or entity.
