i

1

ANNUAL MEETING OF STOCKHOLDERS OF
SIERRA BANCORP

PROXY STATEMENT OF
PATRICIA L. CHILDRESS AND CAROL A. BATES

PLEASE SIGN, DATE AND MAIL THE ENCLOSED WHITE PROXY CARD TODAY

SIERRA BANCORP ANNUAL MEETING.  On April 16, 2008, Sierra Bancorp ("Bancorp" or the "Company"), filed with the Securities and Exchange Commission its preliminary proxy statement and notice to stockholders that the Annual Meeting of Stockholders will be held at the Main Office of Bank of Sierra:  90 North Main Street, Porterville, California 93257, on Wednesday, May 21, 2008 at 7:30 p.m., local time.

STOCKHOLDER NOMINATION. Ms. Patricia Childress has submitted her nomination for election as a Class I director to the Board of Directors of Sierra Bancorp. Ms. Childress beneficially owns an aggregate of approximately 665,615 shares of common stock in Bancorp, representing approximately 7.0% of the 9,591,088 shares outstanding as of January 31, 2008.

WHITE PROXY CARD. This proxy statement and the enclosed WHITE proxy card (the "WHITE proxy card") are being furnished to you, the stockholders of Bancorp, by Ms. Patricia L. Childress, who is a nominee for election by the common stockholders, and by Ms. Carol A. Bates, who is participating in this solicitation.

SOLICITATION OF PROXIES FOR MS. CHILDRESS. Ms. Childress and Ms. Bates are soliciting proxies to be used at the 2008 Annual Meeting of Stockholders of Bancorp, and any adjournments or postponements thereof (the "Annual Meeting"). Pursuant to this proxy statement, Ms. Childress and Ms. Bates are soliciting proxies from holders of shares of Bancorp common stock to vote FOR the election of Patricia L. Childress as a Class I director of the Company to represent the interests of the public stockholders.

RECORD DATE.  Bancorp's preliminary proxy statement states that only Bancorp stockholders of record at the close of business on March 24, 2008 are entitled to notice of and to vote at the Annual Meeting or any adjournments or postponements thereof.

To elect STOCKHOLDER-NOMINATED REPRESENTATION ON THE BOARD,
Bancorp common stockholders should VOTE FOR
the election of PATRICIA L. CHILDRESS as a Class I director of the Company.

* * * * * * *

This proxy statement and the accompanying WHITE proxy card are first being mailed to stockholders on or about April 25, 2008.

A proxy may be given by any person who holds shares of Bancorp common stock. Whether or not you plan to attend the Annual Meeting, you are urged to sign and date the enclosed WHITE proxy card and return it in the postage-paid envelope provided to The Altman Group, 1200 Wall Street West, 3rd Floor, Lyndhurst, NJ 07071, telephone (866) 387-0017.

Since only your latest dated proxy card will count, we urge you not to return any non-white proxy card you receive from the Company. Even if you have already returned a non-white proxy card sent to you by the Company, you have a right to change your vote by signing, dating and returning a later dated proxy card or by voting in person at the Annual Meeting. By completing and returning the WHITE proxy card, any previous proxy card you may have previously sent to the Company will be automatically revoked. It is very important that you DATE YOUR WHITE PROXY CARD because your latest-dated proxy is the only one that counts.

All valid proxies received before the Annual Meeting will be voted, and stockholders have the power to revoke their proxies at any time before they are exercised.

Please do not return any proxy sent to you by the Company.

2

3

4

5

If I plan to attend the Annual Meeting, should I still submit a proxy?

Whether you plan to attend the Annual Meeting or not, we urge you to submit a WHITE proxy. Returning the enclosed proxy card will not affect your right to attend the Annual Meeting and vote.

Who can vote?

You are eligible to vote or to execute a proxy only if you owned shares of common stock of the Company on the Record Date. Even if you sell your shares after the Record Date, you will retain the right to execute a proxy in connection with the Annual Meeting. It is important that you grant a proxy regarding shares you held on the Record Date, or vote those shares in person, even if you no longer own those shares. According to the Company's current report on Form 10K filed with the Securities and Exchange Commission on March13, 2008, approximately 9,591,088 shares of the Company's common stock were issued and outstanding as of January 31, 2008.

How many votes do I have?

With respect to each matter to be considered at the Annual Meeting, you are entitled to one vote for each share of common stock owned on the Record Date. Based on documents publicly filed by the Company, the Company's only outstanding voting securities are its common stock.

How will my shares be voted?

If you give a proxy on the accompanying WHITE proxy card with instructions, your shares will be voted as you direct. If you submit a signed WHITE proxy card to Ms. Childress's and Ms. Bates's proxy solicitor without instructions, your shares will be voted FOR the election of Ms. Childress as a Class I director of Bancorp and proxies held by Ms. Childress will vote FOR any proposal by Ms. Childress to adjourn the meeting, unless the signed WHITE proxy contains instructions to the contrary. Submitting a signed WHITE proxy card without instructions will entitle Ms. Childress to vote your shares in her discretion on matters not described in this proxy statement that Ms. Childress does not know, a reasonable time before this solicitation, are to be presented at the Annual Meeting and that properly come before the Annual Meeting, or any adjournment or postponement thereof.

                If Bancorp stockholders holding shares of Bancorp stock in street name do not provide voting instructions, their shares will not be voted and will therefore be considered broker "non-votes."

                Unless a signed proxy specifies otherwise, it is presumed to relate to all shares held of record on the Record Date by the person who submitted it.

What is a quorum and why is it necessary?

A quorum of stockholders is necessary to have a valid stockholders' meeting. The presence, in person or by proxy, of the holders of a majority of the issued and outstanding shares of stock entitled to vote at the Annual Meeting is necessary to constitute a quorum. Abstentions and broker "non-votes" will have no effect on the election of directors. A "non-vote" occurs when a nominee holding shares for a beneficial owner does not vote on a proposal because the nominee does not have discretionary voting power and has not received instructions from the beneficial owner. Shares held by the Company in its treasury do not count toward the quorum.

What vote is required to elect a director and approve each proposal and how will votes be counted?

The Company currently has eight directors, each of whom serves for a two-year term or until his or her successor is elected and qualified, or until such individual's earlier resignation or removal. The Company's common stock is the only class of securities entitled to be voted at the Annual Meeting. The common stockholders have the right to elect 4 directors at the Annual Meeting. Each stockholder is entitled to one vote for each share of common stock held of record by such stockholder as of the close of business on the Record Date. Directors elected by the common stockholders are elected by the affirmative vote of stockholders holding a plurality of shares of common stock, in attendance at the meeting, either in person or by proxy.

Can the meeting be adjourned or postponed?

The Company's Bylaws provide that, if a quorum is not present, a stockholders' meeting may be adjourned, from time to time and without notice other than announcement at the meeting, by those stockholders present in person, until a quorum is present. If adjournment is for more than 30 days or if, after the adjournment, a new record date is set, a notice of the adjourned meeting must be given to each stockholder entitled to vote at the meeting.

How can I receive more information?

If you require assistance or have questions about giving your proxy or about this proxy solicitation by Ms. Childress and Ms. Bates, please call The Altman Group at  (866) 387-0017 (Record Holders) or (201) 806-7300 (Bank and Brokers).

6

PROXY REVOCATION RIGHTS

Any stockholder who has executed and returned a proxy, whether solicited by the Company or by Ms. Childress and Ms. Bates, may revoke it at any time before the proxy is voted. A proxy may be revoked by sending a written revocation of such proxy to Ms. Childress or to the Secretary of the Company, by submitting another proxy with a later date marked on it, or by appearing in person at the Annual Meeting and voting. If, however, you hold your shares through a bank or broker and wish to vote at the Annual Meeting, you will need to obtain a legal proxy from that firm in order to be able to vote in person. Attendance at the meeting will not, by itself, revoke a proxy unless you actually vote at the meeting.

Remember, only the latest dated proxy card will be counted. Therefore, Ms. Childress and Ms. Bates urge you to sign and return the WHITE proxy card accompanying this proxy statement.

There is no limit on the number of times that a stockholder may revoke a proxy prior to the Annual Meeting. If you send written revocation of your proxy to the Secretary of the Company, Ms. Childress and Ms. Bates request that you send either the original or a copy of that revocation to The Altman Group at the address on the last page of this proxy statement. This will allow Ms. Childress and Ms. Bates to more accurately determine if and when the requisite number of proxies have been received.

PLEASE NOTE, that in order to vote FOR the election of Ms. Childress as a Class I director of Bancorp, you will need to complete and return the WHITE proxy card, regardless of whether or not you send a revocation.

PROXY SOLICITATION AND EXPENSES

Proxies may be solicited by mail, telephone, telefax, telegraph, e-mail, newspapers and other publications of general distribution and in person. In connection with this solicitation of proxies, banks, brokers, custodians, nominees, other institutional holders and other fiduciaries will be asked to forward all soliciting materials to the beneficial owners of the shares that those institutions hold of record. Ms. Childress and Ms. Bates will reimburse those institutions for reasonable expenses that they incur in connection with forwarding these materials.

Ms. Childress has retained The Altman Group, Inc. to solicit proxies in connection with the Annual Meeting. The Altman Group, Inc. may solicit proxies from individuals, banks, brokers, custodians, nominees, other institutional holders and other fiduciaries. Ms. Childress has agreed to reimburse The Altman Group, Inc. for its reasonable expenses and to pay it fees in connection with the proxy solicitation. It is currently expected that the fees payable to The Altman Group, Inc. in connection with this proxy solicitation will not exceed $25,000. To date, The Altman Group has received $12,500 for its services.

In addition to the costs related to the engagement of The Altman Group, Inc., costs related to this solicitation of proxies include expenditures for printing, postage, legal services and other related items. Ms. Childress and Ms. Bates are bearing the entire expense of this proxy solicitation. Total expenditures are expected to be approximately $125,000 to $150,000. Total payments of costs to date are approximately $26,000.

Ms. Childress will seek reimbursement of all solicitation expenses from the Company and does not currently intend to seek a vote of the stockholders for approval of such reimbursement.

7

8

YOUR VOTE IS IMPORTANT.

Your vote could determine if the stockholders have an adequate voice in the affairs of this Company.
Let your voice be heard.

Please mark, sign and date the enclosed WHITE proxy card and return it promptly in the enclosed
postage-prepaid envelope.

* * * * * * *

Questions or requests for additional copies of this proxy statement should be directed to:

The Altman Group

(866) 387-0017 (Record Holders)

 (201) 806-7300 (Bank and Brokers)

JUDGMENTS, ESTIMATES AND FORWARD-LOOKING STATEMENTS

The views expressed in this proxy statement are judgments, which are subjective in nature and, in certain cases, forward-looking in nature. This proxy statement may also contain estimates made without the benefit of actual measurement. Forward-looking statements and estimates by their nature involve risks, uncertainties and assumptions. Forward-looking statements and estimates are inherently speculative in nature and are not guarantees of actual measurements or of future developments. Actual measurements and future developments may and should be expected to differ materially from those expressed or implied by estimates and forward-looking statements. Ms. Childress and Ms. Bates do not assume any obligation and do not intend to update these forward-looking statements. The information contained in this proxy statement does not purport to be an appraisal of any business or business unit or to necessarily reflect the prices at which any business or business unit or any securities actually may be bought or sold. In addition, where quotations have been used, permission to use such quotations was neither sought nor obtained.

                The views expressed in this proxy statement are those of Ms. Childress and Ms. Bates. These views are premised on not only Ms. Childress's and Ms. Bates's individual business and financial experience but more importantly, on their expectations for future Company performance. However, your personal expectations for the Company could differ from those of Ms. Childress and Ms. Bates. Thus, the views expressed in this proxy statement do not constitute a recommendation by Ms. Childress nor Ms. Bates to any holder of shares of Bancorp common stock with respect to how such stockholder should vote his or her shares. Instead, Ms. Childress and Ms. Bates recommend that, prior to voting by proxy or in person at the Annual Meeting, each stockholder analyze the views expressed herein in conjunction with his/her/its own expectations for the Company's future performance and profitability.

9

ANNEX A

10

ANNEX B

• each person who owns beneficially more than 5% of any class of the Company's Common Stock,

• each of the Company's directors, and

• all current directors and executive officers of the Company as a group.
   

11

12

SIERRA BANCORP

PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED BY PATRICIA L. CHILDRESS AND CAROL A. BATES,
NOT BY THE BOARD OF DIRECTORS OF SIERRA BANCORP

The undersigned holder of shares of common stock of Sierra Bancorp, a California corporation (the "Company"), hereby appoints Patricia L. Childress (the "Proxy") as proxy of such holder, with full powers of substitution and resubstitution, to represent the undersigned and vote on behalf of the undersigned at the Annual Meeting of Stockholders of the Company, to be held at the Main Office of Bank of Sierra, 90 North Main Street, Porterville, California 93257, on Wednesday, May 21, 2008 at 7:30 p.m., and any adjournment or postponement thereof. The undersigned hereby grants the Proxy the authority to vote all shares held or owned by the undersigned in accordance with the directions indicated herein. The undersigned hereby acknowledges receipt of the Proxy Statement of Patricia L. Childress and Carol A. Bates.

This proxy, when properly executed, will cause your shares to be voted as you direct.
If you return this proxy, properly executed, without specifying a choice,
your shares will be voted FOR Proposal 1 and Proposal 2.

PROPOSAL 1 - Election of Patricia L. Childress as a Class I Director

Election of Patricia L. Childress as a Class I director of the Company.

PROPOSAL 2 - Grant of Discretionary Authority to Adjourn Meeting

Grant of discretionary authority to adjourn the meeting to solicit additional proxies.

PLEASE COMPLETE, SIGN AND DATE THE REVERSE SIDE OF THIS PROXY CARD.

13

14