<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
VENTURA COUNTY NATIONAL BANK
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
VENTURA COUNTY NATIONAL BANCORP
LOGO
500 ESPLANADE DRIVE
OXNARD, CALIFORNIA 93030
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 22, 1996
TO THE SHAREHOLDERS OF VENTURA COUNTY NATIONAL BANCORP:
The Annual Meeting of Shareholders (the "Meeting") of Ventura County
National Bancorp (the "Company") will be held at Ventura County National
Bank's head office at 500 Esplanade Drive, Oxnard, California on May 22, 1996
at 6:00 p.m. for the following purposes:
1. Election of Directors. To elect the following four persons to the
Board of Directors (Class II directors) to serve until the 1999 Annual
Meeting of Shareholders and until their successors are elected and have
qualified:
Ralph R. Bennett
Bart M. Hackley, Jr.
Richard A. Lagomarsino
Zella A. Rushing
2. Other Business. To consider and act upon such other business as may
properly come before the Meeting or any adjournment thereof.
Only shareholders of record at the close of business on April 1, 1996 will
be entitled to vote at the Meeting or any adjournment thereof.
The Bylaws of the Company set forth the following procedures for nominations
to the Board of Directors:
Nominations for election of members of the Board of Directors may be made
by the Board of Directors or by any holder of any outstanding class of
capital stock of the Company entitled to vote for the election of
Directors. Notice of intention to make any nominations (other than for
persons named in the notice of any meeting called for the election of
Directors) is required to be made in writing and to be delivered or mailed
to the President of the Company by the later of: (i) the close of business
21 days prior to any meeting of shareholders called for the election of
directors, or (ii) 10 days after the date of mailing of notice of the
meeting to shareholders. Such notification must contain the following
information to the extent known to the notifying stockholder: (a) the name
and address of each proposed nominee; (b) the principal occupation of each
proposed nominee; (c) the number of shares of capital stock of the Company
owned by each proposed nominee; (d) the name and residence address of the
notifying stockholder; (e) the number of shares of capital stock of the
Company owned by the notifying stockholder; (f) the number of shares of
capital stock of any bank, bank holding company, savings and loan
association or other depository institution owned beneficially by the
nominee or by the notifying stockholder and the identities and locations of
any such institutions; and, (g) whether the proposed nominee has ever been
convicted of or pleaded nolo contendere to any criminal offense involving
dishonesty or breach of trust, filed a petition in bankruptcy or been
adjudged bankrupt. The notification shall be signed by the nominating
stockholder and by each nominee, and shall be accompanied by a written
consent to be named as a nominee for election as a director from each
proposed nominee. Nominations not made in accordance with these procedures
shall be disregarded by the chairman of the meeting, and upon his
instructions, the inspectors of election shall disregard all votes cast for
each such nominee. The foregoing requirements do not apply to the
nomination
<PAGE>
of a person to replace a proposed nominee who has become unable to serve as
a director between the last day for giving notice in accordance with this
paragraph and the date of election of directors if the procedure called for
in this paragraph was followed with respect to the nomination of the
proposed nominee.
By Order of the Board of Directors
/s/ Simone Lagomarsino
Simone Lagomarsino, Secretary
April 8, 1996
YOU ARE URGED TO VOTE BY SIGNING AND RETURNING THE ENCLOSED PROXY AS PROMPTLY
AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. THE
ENCLOSED PROXY IS SOLICITED BY THE COMPANY'S BOARD OF DIRECTORS. ANY
SHAREHOLDER GIVING A PROXY MAY REVOKE IT PRIOR TO THE TIME IT IS VOTED BY
NOTIFYING THE SECRETARY OF THE COMPANY IN WRITING OF REVOCATION OF YOUR PROXY,
BY FILING A DULY EXECUTED PROXY BEARING A LATER DATE OR BY ATTENDING THE
MEETING AND VOTING IN PERSON.
<PAGE>
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
OF
VENTURA COUNTY NATIONAL BANCORP
MAY 22, 1996
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
Proxies for use at the 1996 Annual Meeting of Shareholders (the "Meeting") of
Ventura County National Bancorp (the "Company") to be held on May 22, 1996 at
6:00 p.m. at 500 Esplanade Drive, Oxnard, California, and at any and all
adjournments thereof.
It is anticipated that this Proxy Statement and the accompanying Notice and
form of Proxy will be mailed to shareholders eligible to receive notice of and
vote at the Meeting on or about April 8, 1996.
REVOCABILITY OF PROXIES
A form of Proxy for voting your shares at the Meeting is enclosed. Any
shareholder who executes and delivers such Proxy has the right to and may
revoke it at any time before it is exercised by filing with the Secretary of
the Company an instrument revoking it or a duly executed Proxy bearing a later
date. In addition, a Proxy will be revoked if the shareholder executing such
Proxy is in attendance at the Meeting and such shareholder votes in person.
Subject to such revocation, all shares represented by a properly executed
Proxy received in time for the Meeting will be voted by the Proxyholders in
accordance with the instructions specified on the Proxy. UNLESS OTHERWISE
DIRECTED IN THE ACCOMPANYING PROXY, THE SHARES REPRESENTED BY YOUR EXECUTED
PROXY WILL BE VOTED "FOR" THE NOMINEES FOR ELECTION OF DIRECTORS NAMED HEREIN.
IF ANY OTHER BUSINESS IS PROPERLY PRESENTED AT THE MEETING, THE PROXY WILL BE
VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE COMPANY'S BOARD OF
DIRECTORS.
PERSONS MAKING THE SOLICITATION
This solicitation of Proxies is being made by the Board of Directors of the
Company. The proxy holders are Simone Lagomarsino and Pat Brittingham, who are
employees of the Company. The expense of preparing, assembling, printing and
mailing this Proxy Statement and the materials used in the solicitation of
Proxies for the Meeting will be borne by the Company. It is contemplated that
Proxies will be solicited principally through the use of the mail, but
officers, directors and employees of the Company and its subsidiaries, Ventura
County National Bank ("Ventura") and Frontier Bank, N.A. ("Frontier") may
solicit Proxies personally or by telephone without receiving special
compensation therefore. The Company will reimburse banks, brokerage houses and
other custodians, nominees, and fiduciaries for their reasonable expenses in
forwarding these Proxy materials to shareholders whose stock in the Company is
held of record by such entities. In addition, the Company may use the services
of individuals or companies it does not regularly employ in connection with
this solicitation of Proxies, if management determines it advisable.
VOTING SECURITIES
There were 9,228,723 shares of the Company's common stock ("Bancorp Stock")
issued and outstanding on April 1, 1996 which has been fixed as the record
date for the purpose of determining shareholders entitled to notice of, and to
vote at, the Meeting (the "Record Date"). On any matter submitted to the vote
of the shareholders, each holder of Bancorp Stock will be entitled to one
vote, in person or by Proxy, for each share of Bancorp Stock he or she held of
record on the books of the Company as of the Record Date. The effect of
abstentions and broker nonvotes is that such votes are not counted as being
voted; however, such votes are counted for purposes of determining a quorum.
<PAGE>
SHAREHOLDINGS OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Management of the Company knows of no person, other than Basswood Partners,
L.P., Matthew Lindenbaum and Bennett Lindenbaum, who owns, beneficially or of
record, either individually or together with associates, 5 percent or more of
the outstanding shares of Bancorp Stock. The following table sets forth, as of
April 1, 1996, the number and percentage of shares of outstanding Bancorp
Stock beneficially owned, directly or indirectly, by each of the Company's
directors and executive officers, principal shareholders, and by the directors
and officers of the Company as a group. In general, beneficial ownership
includes shares over which the director, principal shareholder or officer has
sole or shared voting or investment power and shares which such person has the
right to acquire within 60 days of April 1, 1996.
Unless otherwise indicated, the persons listed below have sole voting and
investment powers of the shares beneficially owned. Management is not aware of
any arrangements which may, at a subsequent date, result in a change of
control of the Company.
<TABLE>
<CAPTION>
AMOUNT AND
NATURE OF PERCENT
BENEFICIAL OF
BENEFICIAL OWNER OWNERSHIP CLASS
- ---------------- ---------- -------
<S> <C> <C>
DIRECTORS AND MANAGEMENT:
Michael Antin............................................ 82,616 (1) *
Ralph R. Bennett......................................... 109,634 (2) 1.19
Richard S. Cupp.......................................... 60,084 (3) *
James M. Davis........................................... 14,777 (4) *
Bart M. Hackley, Jr...................................... 25,908 (5) *
W. E. Hartman............................................ 398,744 (6) 4.32
James B. Hussey.......................................... 125,147 (7) 1.36
Kathleen L. Kellogg...................................... 8,603 (8) *
Richard A. Lagomarsino................................... 95,496 (9) 1.03
Simone Lagomarsino....................................... 5,741(10) *
Carl W. Raggio........................................... 8,101(11) *
Zella A. Rushing......................................... 8,356(12) *
Raymond E. Swift......................................... 354,186(13) 3.84
Total for Directors and Officers (numbering 13).......... 1,297,393(14) 13.97
PRINCIPAL SHAREHOLDERS:
Basswood Partners L.P., Matthew Lindenbaum and Bennett
Lindenbaum.............................................. 573,497(15) 6.21
</TABLE>
- --------
* Less than 1%
(1) Mr. Antin has sole voting and investment powers as to 82,616 shares.
(2) Mr. Bennett has sole voting and investment power as to 7,490 shares and
shared voting and investment power as to 102,144 shares.
(3) Mr. Cupp has sole voting and investment power as to 4,468 shares and
6,334 shares allocated to Mr. Cupp's account under the 401(k)/ESOP. (The
allocation of shares in the 401(k)/ESOP is preliminary and subject to
final adjustment by the ESOP Trustee. Management does not believe such
adjustments will be material.) The number of shares includes 49,282
shares acquirable by the exercise of stock options. Mr. Cupp's option
agreement contains antidilution provisions pursuant to which the number
of shares of Bancorp Stock that are issuable upon the exercise of such
option would be increased in the event the Company issues additional
shares.
(4) Mr. Davis has sole voting and investment power as to 14,777 shares.
(5) Mr. Hackley has sole voting and investment powers as to 21,411 shares and
shared voting and investment power as to 4,497 shares.
2
<PAGE>
(6) Mr. Hartman has sole voting and investment powers as to 250,314 shares
and shared voting and investment powers as to 148,430 shares.
(7) Mr. Hussey has sole voting and investment power as to 68,713 shares and
shared voting and investment power as to 56,434 shares.
(8) Ms. Kellogg has sole voting and investment power as to 400 shares and
5,203 shares allocated to Ms. Kellogg's account under the 401(k)/ESOP.
(The allocation of shares in the 401(k)/ESOP is preliminary and subject
to final adjustment by the ESOP Trustee. Management does not believe such
adjustments will be material.) The number of shares includes 3,000 shares
acquirable by the exercise of stock options.
(9) Mr. Lagomarsino has shared voting and investment power as to 95,456
shares.
(10) Ms. Lagomarsino has sole voting and investment power as to 1,445 shares
and 2,296 shares allocated to Ms. Lagomarsino's account under the
401(k)/ESOP. (The allocation of shares in the 401(k)/ESOP is preliminary
and subject to final adjustment by the ESOP Trustee. Management does not
believe such adjustments will be material.) The number of shares includes
2,000 shares acquirable by the exercise of stock options.
(11) Mr. Raggio has sole voting and investment power as to 6,101 shares
allocated to his account under the 401(k)/ESOP. (The allocation of shares
in the 401(k)/ESOP is preliminary and subject to final adjustment by the
ESOP Trustee. Management does not believe such adjustments will be
material.) The number of shares includes 2,000 shares acquirable by the
exercise of stock options.
(12) Ms. Rushing has sole voting and investment power as to 8,356 shares.
(13) Mr. Swift has sole voting and investment power as to 238,387 shares and
shared voting and investment power as to 115,799 shares.
(14) Includes 56,282 shares acquirable by the exercise of stock options and
19,934 shares allocated under the 401(k)/ESOP. (The allocation of shares
in the 401(k)/ESOP is preliminary and subject to final adjustment by the
ESOP Trustee. Management does not believe such adjustments will be
material.) .
(15) Basswood Partners, L.P. ("Basswood") is a Delaware limited partnership
and Matthew Lindenbaum and Bennett Lindenbaum are the sole principals of
Basswood Management, Inc., Basswood's general partner. Basswood's
principal office is at 52 Forest Avenue, Paramus, NJ 07652. Basswood is
the general partner of Basswood Financial Partners, L.P. and advises
several managed accounts.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's officers and directors, and persons who
own more than ten percent of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission. Officers, directors and more than ten-
percent stockholders are required by Securities Exchange Commission regulation
to furnish the Company with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Company believes that, during 1995 its
officers and directors complied with all filing requirements applicable to
them, except Michael Antin, Simone Lagomarsino and Zella Rushing, each of whom
had one late filing with respect to one transaction.
ELECTION OF DIRECTORS
The Company's Bylaws provide that the number of directors of the Company
shall be not less than seven (7) nor more than thirteen (13) until changed by
an amendment to the Bylaws adopted by the Company's shareholders. The Bylaws
further provide that the exact number of directors shall be ten (10) until
changed by a Bylaw amendment duly adopted by either the Company's shareholders
or its Board of Directors.
3
<PAGE>
The Company's Bylaws provide for a classified Board of Directors with four
directors (out of a present total of ten) to be elected at the 1996 annual
meeting to serve three-year terms expiring at the 1999 annual meeting and
until their respective successors are elected and qualified. Directors elected
at the meeting will serve as Class II directors.
The nominees named below, all of whom are currently Class II members of the
Company's Board of Directors whose terms expire this year, have been nominated
for election as directors to serve until the 1999 Annual Meeting and until
their respective successors are elected and qualified. The four nominees for
directors receiving the most votes will be elected directors. Unless otherwise
directed, votes will be cast by the proxyholders in such a way to effect, if
possible, the election of the four nominees named herein. In the event that
any of the nominees should be unable to serve as a director, it is intended
that the Proxy will be voted for the election of such substitute nominee, if
any, as shall be designated by the Company's Board of Directors. The Company's
Board of Directors has no reason to believe that any of the nominees named
below will be unable to serve if elected.
North Phoenix Investors, Ltd. is a California partnership of which Mr. Antin
was the general partner, until November 1992, at which time Mr. Antin was
replaced as general partner. In 1993 the new general partner filed for
bankruptcy on behalf of the partnership, which bankruptcy was dismissed in
1995.
The following table sets forth as of April 1, 1996, the names of and certain
information concerning (i) the persons nominated by the Company's Board of
Directors for election as Class II directors of the Company and (ii) persons
continuing as directors of the Company.
<TABLE>
<CAPTION>
YEAR FIRST
APPOINTED PRINCIPAL OCCUPATION
NAME AND TITLE AGE DIRECTOR DURING THE PAST FIVE YEARS
- -------------- --- ---------- --------------------------
<S> <C> <C> <C>
NOMINEES:
Ralph R. Bennett 66 1992 Vice President, Andreini and Co. (insurance
Director brokers)
Bart M. Hackley, Jr. 51 1987 Certified Public Accountant; Executive Direc-
Director tor of the Johnnie Mercer Foundation; Partner
in the accountancy firm of Hackley and Orms-
by, CPAs, prior to 1995.
Richard A. Lagomarsino 64 1984 President, Lagomarsino's (beer and wine dis-
Director tributor).
Zella A. Rushing 55 1993 Retired Chair of the Board, H & H Oil Tool
Director Co., Inc. (oil tool service company).
CONTINUING DIRECTORS:
</TABLE>
<TABLE>
<S> <C> <C> <C>
Michael Antin 57 1986 Attorney, Antin & Taylor, a law corporation.
Director
Richard S. Cupp 55 1993 President/CEO of the Company; President/CEO
President/Chief Executive of Ventura County National Bank; Director,
Officer and Director Frontier Bank, N.A.; all since July 1993. Ex-
ecutive Vice President at CalFed, Inc. 1983-
1993.
James M. Davis 58 1986 Certified Public Accountant, American Express
Director Financial Advisors (and predecessor firms).
W. E. Hartman 62 1984 President of Taft Electric Co. (electrical
Director contractors).
James B. Hussey 59 1986 Partner, Hussey Insurance.
Chairman
Raymond E. Swift 65 1989 Self-employed; Owner, Swift Financial Corp.,
Director (investments); Owner, Swiftwood Corp., (real
estate investments).
</TABLE>
4
<PAGE>
None of the directors were selected pursuant to any arrangement or
understanding other than with the directors and officers of the Company acting
within their capacities as such. There are no family relationships between any
of the directors and executive officers of the Company. None of the directors
or officers of the Company serve as directors of any company which has a class
of securities registered under, or which is subject to the periodic reporting
requirements of, the Exchange Act or any investment company registered under
the Investment Company Act of 1940.
THE BOARD OF DIRECTORS AND COMMITTEES
The Company's Board of Directors met 14 times during 1995. All directors
attended at least 75 percent of all Board of Directors and committee meetings
of the Company which they served on and were held during 1995.
The Committees are composed of members of the Board of Directors of the
Company as follows:
EXECUTIVE COMMITTEE COMPENSATION COMMITTEE
James B. Hussey, Chairman Zella A. Rushing, Chairman
Richard S. Cupp Ralph R. Bennett
James M. Davis James B. Hussey
Richard A. Lagomarsino Raymond E. Swift
AUDIT REVIEW COMMITTEE NOMINATING COMMITTEE
James B. Hussey, Chairman W. E. Hartman, Chairman
Michael Antin Michael Antin
Ralph R. Bennett Richard S. Cupp
Bart M. Hackley, Jr. Bart M. Hackley, Jr.
James B. Hussey
Raymond E. Swift
STRATEGIC PLANNING COMMITTEE
Richard S. Cupp, Chairman
Michael Antin
James M. Davis
W. E. Hartman
James B. Hussey
Zella A. Rushing
The functions of the Audit Review Committee, which met 8 times in 1995, are
to review the scope, planning and results of the audits and examinations of
the Company and its subsidiaries. The functions of the Compensation Committee,
which met 7 times in 1995, are to consider new officers of the Company,
Ventura and Frontier, to recommend to the full Board of Directors the
compensation of the president and chief executive officer of the Company, the
amount of bonuses, if any recommended to be distributed to officers of the
Company, Ventura and Frontier under the Company's incentive bonus plan, and to
review and report to the full Ventura and Frontier Boards its recommendations
relative to employee benefit programs. The function of the Nominating
Committee is to recommend nominees for director positions on the Company's
Board of Directors and appointees to the boards of directors of Ventura and
Frontier. The Nominating Committee will consider nominees recommended by
shareholders for election to the Board of Directors. The names of proposed
nominees should be submitted in writing to the Secretary of the Company,
together with relevant biographical data not later than January 31st of each
year. The Committee seeks qualified, dedicated and highly regarded individuals
with experience that would be helpful to the Company and who would represent
the best interests of the Company and the shareholders. The Nominating
Committee met once during 1995. The functions of the Strategic Planning
Committee, which met once in 1995, are to discuss and propose guidelines for
capital planning, the selection of merger and/or acquisition candidates and
all issues related to plans for long-term growth of the Company.
5
<PAGE>
EXECUTIVE OFFICERS
The following table sets forth information concerning executive officers of
the Company and certain executive officers of Ventura and Frontier.
<TABLE>
<CAPTION>
POSITION AND PRINCIPAL OCCUPATION FOR THE PAST 5
NAME AGE YEARS
---- --- ------------------------------------------------
<C> <C> <S>
Richard S. Cupp 55 President and CEO of the Company and President
and CEO of Ventura since July 1993. Mr. Cupp was
formerly an Executive Vice President at CalFed,
Inc. from 1983 to 1993.
Kathleen L. Kellogg 42 President and CEO of Frontier since November
1994. Ms. Kellogg was formerly Senior Vice President
and Division Manager--Commercial and Business Lend-
ing of California Federal Bank from 1989 to
March 1994.
Simone Lagomarsino 34 Senior Vice President/Chief Financial Officer of
the Company since March 1995. Prior to joining
the Company, Ms. Lagomarsino was a financial
consultant for Prudential Securities from
September 1993 to March 1995; an independent bank
consultant from April 1993 to September 1993;
Chief Executive Officer of Premier Bank from April
1991 to April 1993; Chief Financial Officer of
Premier Bank from December 1990 to April 1991;
Senior Vice President-Budgets and Financial
Planning of City National Bank from June 1990 to
December 1990; and Chief Financial Officer of
Warner Center Bank from April 1988 to June 1990
when it was merged into City National Bank.
Carl W. Raggio 43 Executive Vice President/Chief Credit Officer
with Ventura since September 1994. Mr. Raggio
was Executive Vice President/Chief operating
officer and Director of CUB Funding Corporation
from July 1993 to June 1994. Prior to that, Mr.
Raggio was Executive Vice President and Chief
Credit Officer of California United Bank, N.A.
from October 1990 to July 1993, Senior Vice
President and Assistant Manager, Commercial
Banking of Mercantile National Bank from March
1990 to October 1990 and Regional Vice President
of Bank of the West, Banque Nationale de Paris
from December 1986 to March 1990.
</TABLE>
6
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain summary information concerning
compensation paid or accrued by the Company to or on behalf of the Company's
Chief Executive Officer and each of the two other executive officers of the
Company (determined as of the end of the last fiscal year) whose annual salary
and bonus exceeded $100,000 in 1995 (the "Named Executives") for each of the
fiscal years ended December 31, 1995, 1994 and 1993:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-----------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------ ------------------- -------
(A) (B) (C) (D) (E) (F) (G) (H) (I)
----- ----- ----- ----- ----- ----- ----- ----- -----
OTHER ALL
ANNUAL RESTRICTED OTHER
COMPEN- STOCK LTIP COMPEN-
NAME AND SALARY BONUS SATION AWARDS OPTIONS/ PAYOUTS SATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($) SARS(1) ($) ($)
------------------ ----- -------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Richard S. Cupp................... 1995 $180,900 $47,421 12,480(2) -- -- -- $2,314(3)
President, Chief Executive Officer 1994 167,500 -- 9,000(4) -- -- -- 2,314(3)
of the Company and Ventura 1993 87,252 -- 4,500(4) -- 82,136(5) -- 578(3)
Kathleen L. Kellogg............... 1995 $131,250 $30,656 10,000(7) -- 15,000 -- 1,681(3)
President and Chief Executive 1994 20,353 -- 1,400(4) -- 15,000 -- --
Officer of Frontier(6) 1993 NA NA NA NA NA NA NA
Carl W. Raggio.................... 1995 $125,000 $20,186 -- -- 15,000 -- --
Executive Vice President/Chief 1994 34,155 -- -- -- 10,000 -- --
Credit Officer of Ventura(8) 1993 NA NA NA NA NA NA NA
</TABLE>
- --------
(1) Reflects grant of options.
(2) Includes $3,480 for club memberships and a $9,000 auto allowance.
(3) This amount represents life insurance premiums.
(4) This amount represents auto allowances.
(5) Represents an original grant of 50,000, as adjusted pursuant to the
antidilution provisions of Mr. Cupp's option to take account of shares
issued in the 1993 private placement and the 1995 rights offering.
(6) Ms. Kellogg joined the Company in November 1994.
(7) Includes $3,000 for club memberships and a $7,000 auto allowance.
(8) Mr. Raggio joined the Company in September 1994.
The following table contains information concerning Options and Stock
Appreciation Rights granted during 1995 to the Chief Executive Officer and
Named Executives.
AGGREGATED OPTIONS/SAR GRANTS IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUE
<TABLE>
<CAPTION>
POTENTIAL
REALIZABLE
VALUE AT
ASSUMED ANNUAL
RATES OF STOCK
APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
---------------------------------------------------------------------- ---------------
(A) (B) (C) (D) (E) (F) (G)
----- ----- ----- ----- ----- ----- -----
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS EXERCISE
UNDERLYING GRANTED TO OR BASE
OPTIONS/SARS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED FISCAL YEAR ($/SHARE) DATE 5%($) 10%($)
- ---- ------------ ------------ -------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Richard S. Cupp......... -- -- -- -- -- --
Kathleen L. Kellogg..... 15,000(1) 26.1% $3.88 11/16/05 $36,600 $92,700
Carl W. Raggio.......... 15,000(1) 26.1% $3.88 11/16/05 $36,600 $92,700
</TABLE>
- --------
(1) The option is for a term of ten years and is exercisable in five
installments of 20% each. The first installment vests twelve months from
the date of grant and subsequent installments annually thereafter with
full vesting occurring on the 5th anniversary date after the grant.
7
<PAGE>
The following table contains information concerning the exercise of Options
during the fiscal year ended December 31, 1995 and unexercised Options held by
the Chief Executive Officer and Named Executives as of December 31, 1995.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR
VALUE
<TABLE>
<CAPTION>
(A) (B) (C) (D) (E)
----- ----- ----- ----- -----
NUMBER OF VALUE OF UNEXERCISED
SHARES UNEXERCISED IN-THE-MONEY
ACQUIRED OPTIONS/SARS AT OPTIONS/SARS AT
ON VALUE 12/31/95(#) 12/31/95($)
EXERCISE REALIZED(1) EXERCISABLE/ EXERCISABLE/
NAME (#) ($) UNEXERCISABLE(1) UNEXERCISABLE(2)
- ---- -------- ----------- ---------------- --------------------
<S> <C> <C> <C> <C>
Richard S. Cupp..... None N/A 49,282/32,854 $109,800/$73,199
Kathleen L. Kellogg. None N/A 3,000/27,000 $ 3,750/$15,000
Carl W. Raggio...... None N/A 2,000/23,000 $ 2,500/$10,000
</TABLE>
- --------
(1) Options only. The Company has not granted any SARs.
(2) Market value of underlying securities at December 29, 1995 ($3.75), minus
the exercise price.
EMPLOYMENT AGREEMENTS AND CHANGE OF CONTROL ARRANGEMENTS
The Company's Board of Directors in 1993 approved an Employment Agreement
for Mr. Cupp which provides that he be employed by the Company for a period
commencing on July 15, 1993 and continuing for a three (3) year period from
said date unless sooner terminated. The Agreement further provides that should
Mr. Cupp be terminated during that period without cause he will be entitled to
receive severance payment in the amount of nine (9) months of his then current
annual salary. The Agreement also stipulates that Mr. Cupp will be entitled to
receive severance payment in an amount equal to nine (9) months of his annual
base salary in effect at said termination in the event of his medical or legal
disability.
The Company's Board of Directors in 1993 also approved salary and a benefit
and salary continuation agreement for Mr. Cupp which provides salary and
benefit continuation to said executive, at the rate in effect at the time of
the control change, for three years in the event there is a change in control
of the Company and the executive does not remain in the employment of the
surviving company or in the event the executive becomes disabled subsequent to
the change in control. The agreement is for a term of three years and is
automatically extended for an additional year on the anniversary date of the
agreement unless the Company gives notice to the executive that the agreement
will not be extended not later than ninety (90) days prior to said anniversary
date. In February 1996, the Board of Directors approved an increase in Mr.
Cupp's base salary to $191,754.
The Company's Board of Directors approved an Employment Agreement for Ms.
Kellogg, which provides that she shall be employed by Frontier for a period of
one year commencing December 21, 1994, and shall automatically be renewed for
successive one-year terms unless sooner terminated. The Agreement further
provides that should Ms. Kellogg be terminated during the term without cause,
or in the event of her medical or legal disability, she shall be entitled to
receive severance payments in the amount of nine (9) months of her then
current annual base salary. Ms. Kellogg's agreement also provides that, in the
event of a change in ownership or control of Frontier and the elimination or
material change in Ms. Kellogg's position, she shall receive twelve (12)
months of her then current annual base salary. Ms. Kellogg's base salary was
initially set at $125,000 with the opportunity to earn a bonus which is in the
sole discretion of Frontier's Board of Directors. In addition, Ms. Kellogg was
granted incentive stock options to acquire 15,000 shares of the Company's
common stock in November 1994. In August 1995, Ms. Kellogg's annual base
salary was increased to $140,000. Ms. Kellogg was granted additional incentive
stock options covering 15,000 shares in November 1995. In February 1996, the
Board of Directors approved an increase in Ms. Kellogg's annual base salary to
$143,500.
8
<PAGE>
The Company's Board of Directors approved an Employment Agreement for Mr.
Raggio, which provides that he shall be employed by Ventura at will, but
should Mr. Raggio be terminated without cause, or in the event of his medical
or psychological disability, he shall be entitled to receive severance
payments in the amount of six (6) months of his then current annual base
salary. Mr. Raggio's agreement also provides that, in the event of a change in
ownership or control of Ventura, he shall receive six (6) months of his then
current annual base salary. Mr. Raggio's base salary was initially set at
$125,000 with annual increases to be in the sole discretion of Ventura's Board
of Directors. In addition, Mr. Raggio was granted stock options for 10,000
shares of the Company's common stock in November 1994. Mr. Raggio was granted
additional incentive stock options covering 15,000 shares in November 1995. In
February 1996, the Board of Directors approved an increase in Mr. Raggio's
annual base salary to $140,000.
The Company's Board of Directors approved an Employment Agreement for Simone
Lagomarsino, which provides that she shall be employed for a period of one
year commencing March 27, 1995, and shall automatically be renewed for
successive one-year terms unless sooner terminated. The Agreement further
provides that should Ms. Lagomarsino be terminated during the term without
cause, or in the event of her medical disability, she shall be entitled to
receive severance payments in the amount of six (6) months of her then current
annual base salary. Ms. Lagomarsino's agreement also provides that, in the
event of a change in ownership or control of the Company and the elimination
or material change in Ms. Lagomarsino's position, she shall receive six (6)
months of her then current annual base salary. Ms. Lagomarsino's base salary
was initially set at $97,000. In addition, Ms. Lagomarsino was granted
incentive stock options for 10,000 shares of the Company's common stock in
November 1994. Ms. Lagomarsino was granted additional incentive stock options
covering 15,000 shares in November 1995. In February 1996, the Board of
Directors approved an increase in Ms. Lagomarsino's annual base salary to
$112,500.
COMPENSATION OF DIRECTORS
Directors' fees of $1,000 per board meeting are paid to each director of the
Company, except the Chairman who receives $1,500 per board meeting. Directors
attending special meetings and other standing committee meetings which are
held on a day other than the day of a regular board meeting receive $100 per
meeting. Directors of the Company have received ten year stock options under
the Company's 1991 Stock Option Plan.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Report of the Compensation Committee of the Board of Directors to
shareholders shall not be deemed incorporated by reference by any general
statement incorporating by reference this Proxy Statement into any filing
under the Securities Act of 1933, as amended (the "Securities Act") or under
the Exchange Act, except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
COMPENSATION COMMITTEE CHARTER
The Compensation Committee of the Board of Directors for Ventura County
National Bancorp has been established to review policies and procedures
established by the Company and the banks which cover employee and director
compensation and benefit programs, with emphasis on senior level officers. The
Compensation Committee operates under the direction of and at the discretion
of the full Board of Directors to assess and assure the banks' consistency in
their compensation policies and procedures and with competitive market
practice. The Committee's decisions are subject to final approval by the Board
of Directors. The Committee will also review compliance with all Federal and
State employment and labor regulations. The Committee will meet on call by the
Chairperson of the Committee, and not less than quarterly during the calendar
year.
9
<PAGE>
The Compensation Committee of the Board of Directors has furnished the
following report on executive compensation:
COMPENSATION COMMITTEE REPORT
Under the supervision and direction of the Board of Directors, the
Compensation Committee has developed and implemented compensation policies,
plans and programs which seek to enhance the profitability of the Company, and
thus shareholder value, by aligning closely the financial interests of its
shareholders with those of its officers and employees.
The Board of Directors establishes the general compensation policies of the
Company, establishes the compensation plans and specific compensation levels
of the Chief Executive Officer ("CEO"). The Compensation Committee administers
the Management Incentive Compensation Program and the Salary Continuation
Plan. The 401(k)/Employee Stock Ownership Plan ("ESOP") is administered by an
administrative committee appointed by the Company's Board of Directors.
COMPENSATION PHILOSOPHY
In designing the Company's compensation programs, the Board of Directors
adheres to the belief that compensation should reflect the value created for
shareholders while supporting the Company's strategic goals. The Company's
compensation programs reflect the following key themes:
. Compensation should be meaningfully related to the value created for
shareholders.
. Compensation programs should support the short- and long-term strategic
goals and objectives of the Company
. Compensation programs should reflect and promote the Company's values
and reward individuals for significant contributions to the Company's
success.
. Short- and long-term compensation play a critical role in attracting and
retaining well-qualified employees.
. While compensation opportunities should be based on individual
contribution, the actual amounts earned under incentive-based
compensation programs should reflect how the Company performs.
PAY MIX AND MEASUREMENT
The Company's compensation programs are based on three components, each of
which is intended to serve the overall compensation philosophy.
Base Salary. Base salary is targeted at the competitive median for
comparably sized, California-headquartered banks and bank holding companies.
For the purposes of establishing these levels, the Company compares itself to
a selected group of institutions whose compensation packages are reported in a
variety of compensation surveys. These include the California State Banking
Department, the Bank Administration Institute and the California Bankers'
Association as well as a number of other independent surveys.
Annual Incentives. Annual incentives for officers are intended to reflect
the Company's belief that management's contribution to shareholders' return is
centered in both increased earnings and the development and maintenance of an
asset portfolio characterized by its overall quality and stability.
Accordingly, distributions from earnings, pursuant to the Incentive Plan are
made only in those years when profitability is demonstrated.
The Incentive Plan was adopted by the Board of Directors for the 1995 fiscal
year. Full-time employees of the Company or the Banks who were eligible to
participate in the Incentive Plan include the CEO and President of VCNB and
Frontier (Group I participants), Executive Vice Presidents and Senior Vice
Presidents (Group II
10
<PAGE>
participants) and selected managers (Group III participants). During 1995, 23
officers, including each of the Named Executives, were eligible to participate
in the Incentive Plan.
The Incentive Plan is administered by the Compensation Committee of the
Board of Directors. The Committee, acting on the recommendations of the
President of the Company, selects the participants and makes recommendations
to the Board of Directors with respect to the amount and timing of any awards.
The Board of Directors may amend, terminate or suspend the Incentive Plan at
any time.
Subject to certain Incentive Plan safeguards and limitations, participants
were eligible to receive a cash bonus under the Incentive Plan equal to a
percentage of the participant's base salary, provided certain corporate
objectives for financial performance were met. The incentive payments would be
based upon achieving certain pre-tax income targets and profitability (as
measured by return on assets) relative to certain of its peers. In addition,
participants, particularly Group III participants, must achieve certain
individual performance targets to be considered eligible for a bonus. The
incentive opportunities ranged from 20%-46% of base salary for Group I
participants, 15%-36% of base salary for Group II participants and 10%-27% of
base salary for Group III participants. The incentive opportunity for Group I
participants was weighted 70% on the performance objective and 30% on the peer
comparison objective. The incentive opportunity for Group II participants was
weighted 75% on the performance objective and 25% on the peer comparison
objective. The incentive opportunity for Group III participants was based
primarily on achievement of individual performance measurements, adjusted
upward or downward based on the performance and peer comparison factors.
The Incentive Plan provides for certain controls that have the effect of
preventing inappropriate payments. However, the Board of Directors has the
discretion to make individual awards if the performance of the Company or
either Bank prevents payments under the Incentive Plan. Such discretionary
awards are limited to 20% of a Group I participant's base salary, 15% of a
Group II participant's base salary and 10% of a Group III participant's base
salary. Furthermore, a participant must have achieved an above average
performance rating to be eligible for a discretionary award.
Based upon the Company's performance during 1995, $203,000 was distributed
among participants in the Incentive Plan. Participants received payouts
ranging from $2,025 to $47,421 pursuant to the Incentive Plan.
Long-Term Incentives. Long-term incentives are provided through the grant of
stock options to certain employees of the Company and its subsidiaries. Stock
options are granted at the market value prevailing on the date of grant and
are intended to retain and motivate employees to improve the Company's long-
term stock market performance as the options will have value only if the
market price of the underlying stock appreciates. In 1995, stock options were
granted to six officers in amounts ranging from 2,500 to 15,000 shares.
COMPENSATION OF CHIEF EXECUTIVE OFFICER
The salary of the CEO is reviewed by the Compensation Committee on an annual
basis which makes recommendations to the Board of Directors with respect to
changes based on: (1) an assessment and evaluation of the CEO's contribution
to the Company; and (2) changes in median competitive pay levels. The Board of
Directors makes the final determination of the CEO's salary.
Mr. Cupp joined the Company in July, 1993. His base salary was determined
principally on the terms of his Employment Agreement and was $180,900 for
1995. In evaluating Mr. Cupp's performance in January 1995, the Compensation
Committee considered (1) the economy, both state-wide and in the specific
markets served by the Company's subsidiary banks, (2) the overall quality of
the subsidiaries loan portfolios (as measured by the percent of nonperforming
loans in each portfolio); (3) the effect and extent of the Company's efforts
at cost containment measures effected through a number of expense reduction
programs, (4) the Company's overall growth as measured by total assets and the
increase in total deposits and total loans of each subsidiary, and (5) new
programs, products and operating divisions introduced during the previous
year.
11
<PAGE>
In evaluating each of the above areas, the Compensation Committee also
considered the CEO's consistent commitment to the long-term success of the
Company through development of new products, improved market share, increased
return on shareholders' equity and improvement in the Company's financial
condition.
In addition, Mr. Cupp received $47,421 pursuant to the Incentive Plan.
Mr. Cupp is responsible for recommending the base salary of other executive
officers of the Company, as well as recommending the amount of bonus, if any,
each officer is entitled to receive.
Dated: March 28, 1996 THE COMPENSATION COMMITTEE
Zella A. Rushing, Chairperson
James B. Hussey, Member
Ralph R. Bennett, Member
Raymond E. Swift, Member
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
In 1995, Mr. James B. Hussey, the Company's Chairman of the Board served as
a member of the Compensation Committee whose other members were Zella A.
Rushing, Ralph R. Bennett and Raymond E. Swift. There are no Compensation
Committee interlocks between the Company and other entities involving Company
executive officers and Company board members other then as described below.
Frontier uses Speedy Express Service for messenger services for itself and
its customers. Mr. James B. Hussey, the Company's Chairman of the Board, along
with his son were the owners of Speedy Express Service. Mr. James B. Hussey
sold his entire interest in the business to John J. Hussey, his son, on
October 17, 1995. The amount payable by Frontier to Speedy Express Service is
dependent on the number of customers served, number of messenger trips and
extra messenger services provided. The cost per month of the messenger service
has been about $4,300. Frontier started using Speedy Express Service in
October, 1992. Management of Frontier believes the terms of the messenger
services provided by Speedy Express Service are no less favorable to Frontier
than could have been obtained from unaffiliated parties.
12
<PAGE>
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the Company's cumulative total
shareholder return on Bancorp Stock with the return of the Nasdaq Composite
Index and a peer constructed by the Company. The graph assumes $100 was
invested on December 31, 1990 with all dividends fully reinvested. The peer
group is the same as last year's peer group.
The graph shall not be deemed incorporated by reference by any general
statement incorporating by reference this Proxy Statement into any filing
under the Securities Act or under the Exchange Act, except to the extent the
Company specifically incorporates this information by reference, and shall not
otherwise be deemed filed under such Acts.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG VENTURA COUNTY NATIONAL BANCORP, THE NASDAQ COMPOSITE
INDEX AND A PEER GROUP
[PERFORMANCE GRAPH APPEARS HERE]
Cumulative Total Return
----------------------------------------
12/90 12/91 12/92 12/93 12/94 12/95
VENTURA CNTY NATL BANCORP VCNB $100 $ 62 $ 68 $ 37 $ 41 $ 80
PEER GROUP PPEER1 $100 $ 73 $ 75 $ 84 $ 91 $131
NASDAQ STOCK MARKET--US INAS $100 $161 $187 $215 $210 $296
- --------
* $100 invested on 12/31/90 in stock or index--including reinvestment of
dividends. Fiscal year ending December 31.
The peer group is weighted according to the stock market capitalization
market for the following stocks: CU Bancorp, California State Bank, Civic
Bancorp, National Mercantile Bancorp, Riverside National Bank, Sierra Tahoe
Bancorp, Sunrise Bancorp and Transworld Bancorp. The value of $100 invested on
December 31, 1990 for the five year period ending on December 31, 1995, with
all dividends fully reinvested, was $296.00, $131.00 and $80.00 for the Nasdaq
Composite Index, the peer group and the Company respectively.
13
<PAGE>
CERTAIN TRANSACTIONS
Some of the Company's directors and executive officers and their immediate
families as well as the companies with which they are associated are customers
of, or have had banking transactions with, Ventura and/or Frontier in the
ordinary course of Ventura's and Frontier's business, and Ventura and Frontier
expect to have banking transactions with such persons in the future. In
management's opinion, all loans and commitments to lend included in such
transactions were made in compliance with applicable laws on substantially the
same terms, including interest rates and collateral, as those prevailing for
comparable transactions with other persons of similar creditworthiness and, in
the opinion of management, did not involve more than a normal risk of
collectibility or present other unfavorable features.
For a discussion of certain relationships between the Company and Mr. James
Hussey, a director of the Company, see "Compensation Committee Interlocks and
Insider Participation."
INDEPENDENT ACCOUNTANTS
The firm of Deloitte & Touche LLP served as independent public accountants
for the Company, Ventura and Frontier through the year 1995. All services
rendered by Deloitte & Touche LLP were approved by the Company's Board of
Directors, which has determined the firm of Deloitte & Touche LLP to be
independent. It is expected that one or more representatives of Deloitte &
Touche LLP will be present at the Meeting and will be given the opportunity to
make a statement, and to respond to appropriate questions.
SHAREHOLDER PROPOSALS
The deadline for shareholders to submit proposals to be considered for
inclusion in the Proxy Statement for the Company's 1997 Annual Meeting of
Shareholders is December 10, 1996.
OTHER MATTERS
Management does not know of any matters to be presented at the meeting,
other than those set forth above. However, if other matters come before the
Meeting, it is the intention of the persons named in the accompanying proxy to
vote the shares represented by the Proxy in accordance with the
recommendations of management on such matters and discretionary authority to
do so is included in the Proxy.
ANNUAL REPORT
The Annual Report to Shareholders which contains the consolidated financial
statements of the company and its subsidiaries and the report thereon of
Deloitte & Touche LLP for the fiscal year ended December 31, 1995 is being
mailed concurrently with this Proxy Statement to all shareholders as of the
Record Date.
A COPY OF THE COMPANY'S 1995 ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-K WILL BE PROVIDED TO SHAREHOLDERS WITHOUT CHARGE UPON
WRITTEN REQUEST TO MS. SIMONE LAGOMARSINO, CORPORATE SECRETARY, VENTURA COUNTY
NATIONAL BANCORP, 500 ESPLANADE DRIVE, OXNARD, CALIFORNIA 93030.
VENTURA COUNTY NATIONAL BANCORP
/s/ Simone Lagomarsino
Simone Lagomarsino, Secretary
Dated: April 8, 1996
14
<PAGE>
- --------------------------------------------------------------------------------
Please mark [X]
your votes as
indicated in
this example
1. ELECTION OF DIRECTORS.
FOR all nominees WITHHOLD
listed below (except AUTHORITY
as marked to the to vote for all
contrary below). nominees listed below.
[_] [_]
Nominees and year term expires:
Ralph R. Bennett (1999) Bart M. Hackley, Jr. (1999)
Richard A. Lagomarsino (1999) Zella A. Rushing (1999)
(Instructions: To withhold authority for any one or more nominees, write that
nominee's or nominees' names in the space provided below.)
- ----------------------------------------------------------------------------
2. OTHER BUSINESS. In their discretion, the proxyholders are authorized to vote
upon such other business as may properly come before the Meeting and any and
all adjournment or adjournments thereof.
FOR AGAINST ABSTAIN
[_] [_] [_]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES LISTED ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT THE MEETING, THIS
PROXY SHALL BE VOTED BY THE PROXYHOLDERS IN ACCORDANCE WITH THE RECOMMENDATIONS
OF A MAJORITY OF THE BOARD OF DIRECTORS.
I plan to attend the Meeting. [_]
The undersigned hereby ratifies and confirms all that said proxyholders, or
either of them, or their substitutes, shall lawfully do or cause to be done by
virtue hereof, and hereby revokes any and all proxies heretofore given by the
undersigned to vote at the Meeting. The undersigned hereby acknowledges receipt
of the Notice of the Meeting and Proxy Statement accompanying said notice.
Dated:
-------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Number of Shares
- --------------------------------------------------------------------------------
(Name of Shareholder, Printed)
- --------------------------------------------------------------------------------
(Signature of Shareholder)
- --------------------------------------------------------------------------------
(Name of Shareholder, Printed)
- --------------------------------------------------------------------------------
(Signature of Shareholder)
(Please date this Proxy and sign your name as it appears on your stock
certificate(s). Executors, administrators, trustees, etc., should give their
full titles. All joint owners should sign.)
THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF ALL NOMINEES UNLESS AUTHORITY TO
DO SO IS WITHHELD FOR ALL NOMINEES OR FOR ANY INDIVIDUAL NOMINEE. PLEASE SIGN,
DATE AND RETURN THIS PROXY AS PROMPTLY AS POSSIBLE IN THE POSTAGE PREPAID
ENVELOPE PROVIDED.
- --------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
<PAGE>
- -----------------------------------------------------------------------------
REVOCABLE PROXY
VENTURA COUNTY NATIONAL BANCORP
Annual Meeting of Shareholders - May 22, 1996
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned shareholder(s) of Ventura County National Bancorp (the
"Company") hereby nominates, constitutes and appoints Simone Lagomarsino and Pat
Brittingham, and each of them, the attorney, agent and proxy of the undersigned,
with full power of substitution, to vote all stock of the Company which the
undersigned is entitled to vote at the Annual Meeting of Shareholders of the
Company (the "Meeting") to be held at the Company's Headquarters, 500 Esplanade
Drive, Oxnard, California on Wednesday, May 22, 1996 at 6:00 p.m., and any
adjournments thereof, as fully and with the same force and effect as the
undersigned might or could do if personally thereat, as follows:
- --------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
