0001193125-11-078489 Sample Contracts

FOR THE CHARLES SCHWAB DEFINED CONTRIBUTION PLAN AND TRUST #01
Pacific Capital Bancorp /Ca/ • March 28th, 2011 • State commercial banks
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PACIFIC CAPITAL BANCORP VOLUNTARY EMPLOYEES’ BENEFICIARY ASSOCIATION AMENDMENT NUMBER ONE
Trust Agreement • March 28th, 2011 • Pacific Capital Bancorp /Ca/ • State commercial banks

WHEREAS, Pacific Capital Bancorp (the “Company”) and Santa Barbara Bank & Trust (the “Trustee”) entered into the 1998 Amended and Restated Trust Agreement of Pacific Capital Bancorp Voluntary Employees’ Beneficiary Association (the “Agreement”) which confirmed the establishment of the Pacific Capital Bancorp Voluntary Employees’ Beneficiary Association (the “Trust”), the Company’s status as sponsor of the Trust, and Santa Barbara Bank & Trust’s status as trustee to the Trust;

OF PACIFIC CAPITAL BANCORP VOLUNTARY EMPLOYEES’ BENEFICIARY ASSOCIATION December 30, 1998
Trust Agreement • March 28th, 2011 • Pacific Capital Bancorp /Ca/ • State commercial banks • California

THIS AMENDED AND RESTATED TRUST AGREEMENT (the “Agreement”) is made and entered into, effective on the date set forth below, by and between PACIFIC CAPITAL BANCORP, a California corporation, in its capacity as the sponsor of the Trust created in this Agreement (“Bancorp”), and SANTA BARBARA BANK & TRUST, a California corporation, in its capacity as Trustee of that Trust (the “Trustee”), with reference to the following facts:

AGREEMENT AND PLAN OF MERGER OF PACIFIC CAPITAL BANCORP (a California corporation) AND PACIFIC CAPITAL MERGER SUB, INC. (a Delaware corporation)
Agreement and Plan of Merger • March 28th, 2011 • Pacific Capital Bancorp /Ca/ • State commercial banks

THIS AGREEMENT AND PLAN OF MERGER, dated as of December 30, 2010 (the “Agreement”), is between Pacific Capital Bancorp, a California corporation (“PCB”), and Pacific Capital Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of PCB (“Merger Sub”). PCB and Merger Sub are sometimes referred to herein as the “Constituent Corporations.”

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