AMENDMENT NO. 1 TO THE
MASTER TRUST AGREEMENT
FOR
SC BANCORP
EXECUTIVE DEFERRAL PLANS
SC BANCORP, a California corporation (the "Company") hereby amends the
above-named trust (the "Trust"), effective as of January 1, 1997, as follows:
Section 1.5(d) of the Trust is amended in its entirety to read as
follows:
"1.5 (d) 'Change in Control' shall be deemed to have occurred if and when:
(i) the Company shall consummate a merger or consolidation (a
'Transaction') with another corporation; PROVIDED, HOWEVER,
that a Change of Control shall not be deemed to have
occurred with respect to a Transaction if the beneficial
owners of the outstanding shares entitled to vote in the
election of directors immediately prior to such Transaction
will beneficially own more than sixty percent (60%) of the
outstanding shares entitled to vote in the election of
directors of the corporation resulting from the consummation
of the Transaction; or
(ii) twenty-five percent (25%) of the Company's securities then
entitled to vote in the election of directors shall be
acquired by any 'person' (as such term is used in Sections
13(d) of the Securities Exchange Act of 1934, as amended);
or
(iii)during any period of twenty-four (24) consecutive
months, individuals who at the beginning of such period
were members of the Board of Directors of the Company
(the 'Incumbent Board') shall cease to constitute a
majority of the Board of Directors of the Company or
any successor to the Company, provided that any person
becoming a director
-1-
subsequent to the beginning of such period whose
election or nomination for election was approved by a
vote of at least eighty-five percent (85%) of the
directors comprising the Incumbent Board shall be, for
purposes hereof, considered as though such person were
a member of the Incumbent Board; or
(iv) the Company or the Bank shall sell all, or
substantially all, of its assets to another
corporation."
* * * * *
IN WITNESS WHEREOF the Company and the Trustee have signed this
Amendment No. 1 to the Master Trust Agreement effective as of January 1, 1997.
TRUSTEE: THE COMPANY:
XXXXX FARGO BANK, N.A. SC BANCORP,
a California corporation
By: /s/ Xxxxxxxx X. Xxxxxxxx By: /s/ X.X. Xxxxxxxxxxx
------------------------------- ---------------------------
Title: Assistant Vice President Title: Chr.
------------------------ ----------
By: /s/ Xxxx Xxxxxxxxx By: /s/ Xxxxxx X. Xxxx
------------------------------- ---------------------------
Title: Assistant Vice President Title: Vice Chr.
------------------------ --------------------
-2-
