CALIFORNIA INDEPENDENT BANCORP

election_required = True...ESENTS ALL OF THE SHARES I OWN? Odd lots are not subject to proration. That means all properly tendered odd lots will be purchased in entirety without proration in the event that more shares are tendered than we purchase. To properly tender odd lots, you must complete the section entitled "Odd Lots" in the Letter of Transmittal. See Section 1. WILL I HAVE TO PAY BROKERAGE COMMISSIONS IF I TENDER MY SHARES? If you are a registered shareholder and you tender your shares directly to the Depository, you will not incur any brokerage commissions. If you hold your shares through a broker or a bank, we urge you to consult your broker or bank to determine whether they c...

expiry = 2002-12-30...200,000 SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS) EACH AT A PURCHASE PRICE NOT GREATER THAN $25.00 NOR LESS THAN $22.00 PER SHARE THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN STANDARD TIME, ON DECEMBER 30, 2002, UNLESS THE OFFER IS EXTENDED. We, California Independent Bancorp, invite our shareholders to tender up to 200,000 shares of our common stock, no par value, for purchase by us at a price not greater than $25.00 nor less than $22.00 per sha...

listed = True...eemed an ongoing right, which may be asserted at any time and from time to time. Any determination by us concerning the events described in this Section 7 shall be final and shall be binding on all parties. 8. PRICE RANGE OF SHARES; DIVIDENDS Our common stock is traded on the Nasdaq National Market under the trading symbol "CIBN". On November 19, 2002, the last full Nasdaq National Market trading day prior to announcement of the Offer, the closing per share sale price as quoted by Nasdaq National Market was $20.07 per share. Shareholders are urged to obtain current market quotations for the shares. The following table presents the high and low c...

mechanism = DUTCH...dent Bancorp, are offering to purchase your shares of common stock, including the associated common stock purchase rights. IF I TENDER MY SHARES, WHAT WILL THE PURCHASE PRICE FOR THE SHARES BE? We are conducting the Offer through a procedure commonly called a modified "Dutch Auction." This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The price range for this Offer is $22.00 to $25.00 per share. We will select the lowest purchase price that will allow us to buy 200,000 shares or, if a lesser number of shares are properly tendered, all shar...

must_tender_all = True...situation. Shareholders should be aware that their ability to satisfy any of the foregoing tests also may be affected by proration pursuant to the Offer. Therefore, unless a shareholder makes a conditional tender, the shareholder (other than an Odd Lot Holder who tenders all of his or her shares at or below the purchase price) can be given no assurance, even if the shareholder tenders all of the shareholder's shares, that we will purchase a sufficient number of such shares to permit the shareholder to satisfy any of the foregoing tests. Shareholders also should be aware that an acquisition or disposition of shares in the market...

price = USD 22.0-25.0...re commonly called a modified "Dutch Auction." This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The price range for this Offer is $22.00 to $25.00 per share. We will select the lowest purchase price that will allow us to buy 200,000 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not withdrawn. All shares we...

threshold = 100...conditioned upon the purchase of a specified number of shares, none of those shares will be purchased even though those shares were tendered at prices at or below the purchase price. 1 Odd Lots. The term "Odd Lots" means all shares tendered by any person (an "Odd Lot Holder") who owned beneficially or of record a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery at prices at or below the purchase price selected by us. To qualify for this preference, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Sectio...

txn_type = TENDER_OFFEREX-99 3 offertopurchase.txt OFFER TO PURCHASE 99.(A)(1)(I) CALIFORNIA INDEPENDENT BANCORP 1227 Bridge Street, Suite C Yuba City, California 95991 (530) 674-6000 OFFER TO PURCHASE FOR CASH UP TO 200,000 SHARES OF COMMON STOCK (INCLUDING THE ASSOCIATED COMMON STOCK PURCHASE RIGHTS) EACH AT A PURCHASE PRICE NOT GREATER THAN $25.00 NOR LESS THAN $22.00 PER SHARE THE OFFER AND WITHDRAWAL...