0001193125-05-177986 Sample Contracts

PACIFIC CAPITAL BANCORP DIRECTORS’ STOCK OPTION AGREEMENT
Directors’ Stock Option Agreement • August 31st, 2005 • Pacific Capital Bancorp /Ca/ • State commercial banks

This agreement confirms a stock option grant to the Director identified below (“Optionee”) under the Pacific Capital Bancorp 2005 Directors’ Stock Plan (the “Plan”). The terms and conditions of the Plan apply to this award and are incorporated by reference.

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PACIFIC CAPITAL BANCORP DIRECTORS’ RESTRICTED STOCK AGREEMENT
Directors’ Restricted Stock Agreement • August 31st, 2005 • Pacific Capital Bancorp /Ca/ • State commercial banks

This Restricted Stock Agreement (“Agreement”) confirms the award by Pacific Capital Bancorp (the “Company”) of restricted shares of common stock (“Restricted Stock”) to the member of the Board of Directors of the Company identified below (“Director”) on the terms and conditions set forth below and of the Pacific Capital Bancorp 2005 Directors’ Stock Plan (the “Plan”), the terms of which are incorporated herein.

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