November 27, 2002

Dear Shareholder:

I am pleased to inform you that  California  Independent  Bancorp is offering to
purchase up to 200,000 shares of its common stock from its shareholders  through
a tender  offer.  The purchase  price will be not less than $22.00 nor more than
$25.00 per share.

We are  making  this  offer  for  two  reasons:  1.  To  provide  liquidity  for
shareholders wishing to sell their shares; and 2. To attempt to increase the per
share value of the Company for continuing  shareholders,  as a part of a plan to
enhance  shareholder  value  (although there can be no guarantee that this value
will increase).

The Company is conducting the tender offer through a procedure commonly referred
to as a "Dutch  Auction."  This  allows  you to  select  the  price  within  the
specified price range of $22.00 to $25.00, at which you are willing to sell your
shares to the Company.

The  Company  will select the  Purchase  Price that will allow it to buy 200,000
shares (or such lesser number of shares as are properly  tendered) at prices not
less than $22.00 nor more than $25.00 per share. If you tender your shares, this
will also include the recently announced common stock purchase rights associated
with each share. All shares which are validly tendered at prices at or below the
Purchase  Price,  and are not properly  withdrawn on or prior to the  Expiration
Date,  will be  purchased  at the  Purchase  Price,  subject  to the  terms  and
conditions of the Offer,  including the  proration,  conditional  tender and odd
lots provisions.

All other shares which have been tendered and not purchased  will be returned to
the  shareholder.  The tender offer is not  conditioned on any minimum number of
shares being  tendered.  Repurchase of 200,000 shares would reduce the number of
shares outstanding by approximately 9.0% of the outstanding shares.

The Offer is explained in detail in the enclosed Offer to Purchase and Letter of
Transmittal.  Neither the Company nor its Board of Directors,  Information Agent
or  Depository  makes any  recommendation  to any  shareholder  as to whether to
tender or refrain from tendering shares.

If you wish to tender your shares, detailed instructions on how to tender shares
are  contained  in the  enclosed  materials.  We  encourage  you to  read  these
materials carefully before making any decision with respect to the Offer. Please
note that the tender offer is scheduled to expire at 5:00 p.m., EST, on December
30, 2002, unless extended by the Company.

                                          Sincerely,

                                          John I. Jelavich
                                          President and Chief Executive Officer
Enclosures