Fill and Sign the Stock Warrants Vs Stock Options Whats the Difference Form

EXTENSION OF THE EXPIRATION DATE OF THE COMPANY'S OUTSTANDING WARRANTS In 1989 the Company had a public offering of its securities, which included a rights offering giving the then Company's shareholders first rights to subscribe to Units offered by the Company. Units that were not subscribed to by the Company's shareholders were made available to the public to subscribe. Each Unit consisted of two shares of Company common stock and one warrant ("Warrant") to purchase one share of Company common stock at the price of $9.50 (unadjusted for stock dividends). The Warrants had an expiration date of December 31, 1992. There are currently 294,660 Warrants outstanding. The board of directors of the Company believes it is in the best interest of the Company and its shareholders to extend the expiration date of the Warrants to the latest expiration date allowed under applicabl e rules, which would be to June 6, 1994, and has adopted a resolution to that effect. The extension would be for one year, five months and six days. The extension of the expiration date of the Warrants would allow Warrant holders additional time to exercise their warrants and provide the Company with additional capital upon exercise of the Warrants. In view of the Company's current stock price, which is at present below the Warrant exercise price, it is unlikely that a Warrant holder would exercise his or her Warrants. The extension of the expiration date of the Warrants would benefit the Warrant holders in giving them additional time to exercise their warrants and benefit the Company with respect to additional capital raised from the exercise of the Warrants. If the extension of the expiration date of the Warrants is approved by shareholders, the effectiveness of the extension would also be subject to regulatory approvals of the California Commissioner of Corporations and the Securities and Exchange Commission. The extension of the expiration date of the Warrants would result in dilution of book value for shareholders of the Company, in the event the book value per share of the Company's common stock exceeds the then adjusted exercise price of the Warrants and the Warrants are exercised at such time during the extension period. The exercise price of the Warrants is adjusted appropriately for certain changes in the Company's outstanding common stock such as stock splits, stock dividends and similar changes. The current book value of the Company as of December 31, 1991 was $5.52, and the current adjusted exercise price of the Warrants (including the March 9, 1992 6% stock dividend) is $141. Approval of the extension of the expiration date of the Warrants requires shareholder approval by the holders of a majority of the outstanding shares of common stock represented and voting at the Meeting. Management recommends a vote "FOR" approval of the extension of the expiration date of the Company's Warrants to June 6, 1994. Ventura County National Bancorp 4/5/92