SANTA BARBARA BANCORP
TO PURCHASE FOR CASH
500,000 SHARES OF ITS COMMON STOCK
To Our Clients:
Enclosed for your consideration is the Offer to Purchase dated January 10, 1997, and a related Letter of
Transmittal (which together constitute the "Offer"), relating to the Offer by Santa Barbara Bancorp to purchase
up to a maximum of 500,000 shares of its Common Stock (the "Shares"). The Offer to Purchase and the Letter
of Transmittal are being forwarded to you as the beneficial owner of Shares held by us in your account but not
registered in your name. A tender of such Shares can be made only by us, since we are the holder of record, but
only pursuant to your instructions.
We request your instructions as to whether you wish to tender any or all Shares held by us for your account,
pursuant to the terms and subject to the conditions set forth in the Offer.
Your attention is called to the following:
1. Shareholders may tender Shares at a price of $30.00 net per share.
2. The Offer is not conditioned upon any minimum number of Shares being tendered, but up to 500,000 shares
may be purchased.
3. Tendering shareholders will not be obligated to pay brokerage commissions, solicitation fees or (subject to
Instruction 7 of the Letter of Transmittal) stock transfer taxes on the purchase of Shares by the Company
pursuant to the Offer. However, backup withholding at a 31% rate may be required (unless an exemption is
proved or unless the required tax identification information is provided). See Instruction 9 to the Letter of
4. The withdrawal deadline, proration date and expiration date of the Offer are all Friday, February 21, 1997, at
5:00 p.m., Pacific Standard Time (unless extended).
5. Shares must be validly tendered prior to Friday, February 21, 1997, at 5:00 p.m., Pacific Standard Time, to
ensure that at least a portion of such Shares tendered will be purchased by the Company.
YOUR INSTRUCTIONS TO US SHOULD BE FORWARDED IN AMPLE TIME TO PERMIT US