PACIFIC CAPITAL BANCORP Contracts & Agreements

2012 ANNUAL INCENTIVE PLAN (Filed With SEC on March 19, 2012)

AGREEMENT AND PLAN OF MERGER by and among UNIONBANCAL CORPORATION, PEBBLE MERGER SUB INC. and PACIFIC CAPITAL BANCORP Dated as ofMarch 9, 2012 TABLE OF CONTENTS (Filed With SEC on March 15, 2012)

UNITED STATES OF AMERICA DEPARTMENT OF THE TREASURY COMPTROLLER OF THE CURRENCY (Filed With SEC on March 15, 2012)

2012 ANNUAL INCENTIVE PLAN (Filed With SEC on February 9, 2012)

PACIFIC CAPITAL BANCORP 2010 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (Filed With SEC on June 15, 2011)

AGREEMENT AND PLAN OF MERGER OF PACIFIC CAPITAL BANCORP (a California corporation) AND PACIFIC CAPITAL MERGER SUB, INC. (a Delaware corporation) (Filed With SEC on March 28, 2011)

SANTA BARBARA BANCORP AMENDED AND RESTATED DIRECTORS STOCKOPTION PLAN (As Amended and Restated, effective October , 1994) (Filed With SEC on March 28, 2011)

Directors Stock Option Plan Amendment Regarding Change in Control (December 10, 1998) (Filed With SEC on March 28, 2011)

1998 AMENDED AND RESTATED TRUST AGREEMENT OF PACIFIC CAPITAL BANCORP VOLUNTARY EMPLOYEES BENEFICIARY ASSOCIATION December 30, 1998 1998 AMENDED AND RESTATED TRUST AGREEMENT OF... (Filed With SEC on March 28, 2011)

1998 AMENDED AND RESTATED TRUST AGREEMENT OF PACIFIC CAPITAL BANCORP VOLUNTARY EMPLOYEES BENEFICIARY ASSOCIATION AMENDMENT NUMBER ONE (Filed With SEC on March 28, 2011)

PACIFIC CAPITAL BANCORP AMENDED AND RESTATED 1996 DIRECTORSSTOCK PLAN (Effective February 22, 2000 and amended November, 2004) (Filed With SEC on March 28, 2011)

KEY EMPLOYEES RETIREE HEALTH PLAN (Filed With SEC on March 28, 2011)

NON-KEY EMPLOYEES RETIREE HEALTH PLAN (Filed With SEC on March 28, 2011)

2011 ANNUAL INCENTIVE PLAN (Filed With SEC on March 8, 2011)

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (Filed With SEC on October 13, 2010)

UNITED STATES OF AMERICA DEPARTMENT OF THE TREASURY COMPTROLLER OF THE CURRENCY (Filed With SEC on October 5, 2010)

AMENDED AND RESTATED WARRANT to purchase 1,512,003 Shares of Common Stock of PACIFIC CAPITAL BANCORP Issue Date: August 31, 2010 (Filed With SEC on September 2, 2010)

REGISTRATION RIGHTS AGREEMENT dated as of August 31, 2010 by and between PACIFIC CAPITAL BANCORP and SBACQUISITION COMPANY LLC Table of Contents (Filed With SEC on September 2, 2010)

INDEMNIFICATION AGREEMENT (Filed With SEC on September 2, 2010)

CONSENT (Filed With SEC on September 2, 2010)

WAIVER (Filed With SEC on September 2, 2010)

EXCHANGE AGREEMENT by and between PACIFIC CAPITAL BANCORP and THE UNITED STATES DEPARTMENT OF THE TREASURY Dated as of July 26, 2010 TABLE OF CONTENTS (Filed With SEC on July 27, 2010)

AMENDED AND RESTATED WARRANT to purchase 1,512,003 Shares of Common Stock of PACIFIC CAPITAL BANCORP Issue Date: [], 2010 (Filed With SEC on July 27, 2010)

CERTIFICATE OF DETERMINATION OF PREFERENCES OF SERIES D FIXED RATE CUMULATIVE MANDATORILY CONVERTIBLE PREFERRED STOCK OF PACIFIC CAPITAL BANCORP, a California Corporation (Filed With SEC on July 27, 2010)

UNITED STATES OF AMERICA BEFORE THE BOARDOF GOVERNORS OF THE FEDERAL RESERVE SYSTEM WASHINGTON, D.C. (Filed With SEC on May 12, 2010)

UNITED STATES OF AMERICA DEPARTMENT OF THE TREASURY COMPTROLLER OF THE CURRENCY (Filed With SEC on May 12, 2010)

INVESTMENT AGREEMENT dated as of April 29, 2010 among PACIFIC CAPITAL BANCORP, PACIFIC CAPITAL BANK, NATIONAL ASSOCIATION and SB ACQUISITION COMPANY LLC (Filed With SEC on May 4, 2010)

FORM OF CERTIFICATE OF DETERMINATION OF SERIES C CONVERTIBLE PARTICIPATING VOTING PREFERRED STOCK OF PACIFIC CAPITAL BANCORP (Pursuant to Section 401 of the Corporations Code of... (Filed With SEC on May 4, 2010)

EMPLOYMENT AGREEMENT (Filed With SEC on March 17, 2010)

PACIFIC CAPITAL BANCORP 2002 STOCK PLAN Effective January 22, 2002 (amended July 21, 2004, September 19, 2005 and December 12, 2006) (Filed With SEC on March 12, 2010)

Pacific Capital Bancorp Restricted Reload StockOption Agreement (Filed With SEC on March 12, 2010)

SECOND AMENDMENT TO (Filed With SEC on March 12, 2010)

Pacific Capital Bancorp Directors Stock OptionAgreement (Filed With SEC on March 12, 2010)

August 2007 PERFORMANCE-BASED ANNUALINCENTIVE COMPENSATION PLAN Amendment #4 July 2009 Amendment #3 February 2009 Amendment #2 July 2008 Amendment #1 March 2008 PERFORMANCE-BASED (Filed With SEC on March 12, 2010)

SANTA BARBARA TAX PRODUCTS GROUP, LLC PACIFIC CAPITAL BANK, N.A. AND PACIFIC CAPITALBANCORP JANUARY 14, 2010 (Filed With SEC on January 15, 2010)

BUSINESS TRANSITION AGREEMENT (Filed With SEC on January 15, 2010)

Amendment To PACIFIC CAPITAL BANCORP AMENDED AND RESTATED INCENTIVE AND (Filed With SEC on March 2, 2009)

AMENDMENT TO PACIFIC CAPITAL BANCORP AMENDED AND RESTATED INCENTIVE AND INVESTMENT AND SALARY SAVINGS PLAN January 1, 2001 Restatement (Filed With SEC on March 2, 2009)

FIRST AMENDMENT TO PACIFIC CAPITAL BANCORP EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST January 1, 2001 Restatement (Filed With SEC on March 2, 2009)

Amendment To Pacific Capital Bancorp Restated Employee Stock Ownership (Filed With SEC on March 2, 2009)

August 2007 PERFORMANCE-BASED ANNUAL INCENTIVECOMPENSATION PLAN Amendment #1 March 2008 (Filed With SEC on March 2, 2009)

PACIFIC CAPITAL BANCORP 2008 EQUITY INCENTIVE PLAN NOTICE OF GRANT AND RESTRICTED STOCK AGREEMENT (Filed With SEC on March 2, 2009)

FORM OF CONSENT (Filed With SEC on March 2, 2009)

Shares (Filed With SEC on November 26, 2008)

WARRANT TO PURCHASE COMMON STOCK (Filed With SEC on November 26, 2008)

UNITED STATES DEPARTMENT OF THE TREASURY 1500 PENNSYLVANIA AVENUE, NW WASHINGTON, D.C. 20220 (Filed With SEC on November 26, 2008)

[Remainder of this page intentionally left blank] (Filed With SEC on November 26, 2008)

FORM OF CONSENT (Filed With SEC on November 26, 2008)

FORM OF WAIVER (Filed With SEC on November 26, 2008)

PACIFIC CAPITAL BANCORP 2008 EQUITY INCENTIVE PLAN NOTICE OF GRANT AND RESTRICTED STOCK AGREEMENT FOR NON-EMPLOYEE DIRECTORS (Filed With SEC on August 8, 2008)

PACIFIC CAPITAL BANCORP RESTRICTED STOCK AGREEMENT (Filed With SEC on August 8, 2008)

PACIFIC CAPITAL BANCORP STOCK OPTION AGREEMENT (Filed With SEC on August 8, 2008)

RETENTION AGREEMENT AND GENERAL RELEASE (Filed With SEC on August 9, 2007)

ASSET PURCHASE AGREEMENT (Filed With SEC on August 9, 2007)

PACIFIC CAPITAL BANCORP 1998 AMENDED AND RESTATED RETIREE HEALTH PLAN (Filed With SEC on March 1, 2007)

AMENDED AND RESTATED EXECUTIVE SALARY CONTINUATION BENEFITS AGREEMENT (Filed With SEC on March 1, 2007)

2006 HIGHPERFORMANCE INCENTIVE PROGRAM (Filed With SEC on November 7, 2006)

Refund Anticipation Loan Division Incentive Program 2007 (Filed With SEC on November 7, 2006)

SEPARATION AGREEMENT AND GENERAL RELEASE (Filed With SEC on November 7, 2006)

EMPLOYMENT AGREEMENT (Filed With SEC on November 7, 2006)

PACIFIC CAPITAL BANCORP, as Issuer INDENTURE (Filed With SEC on July 12, 2006)

AMENDED AND RESTATED DECLARATION OF TRUST by and among (Filed With SEC on July 12, 2006)

GUARANTEE AGREEMENT by and between PACIFIC CAPITAL BANCORP (Filed With SEC on July 12, 2006)

Effective January 1, 2005 TABLE OF CONTENTS[.1] (Filed With SEC on March 15, 2006)

HIGH PERFORMANCE INCENTIVE PROGRAM (Filed With SEC on March 15, 2006)

PACIFIC CAPITAL BANCORP 2002 STOCK PLAN (Effective January 22, 2002 amended July 21, 2004) (Filed With SEC on March 30, 2005)

PACIFIC CAPITAL BANCORP AMENDED AND RESTATED INCENTIVE AND INVESTMENT AND SALARY SAVINGS PLAN January 1, 2001 Restatement TABLE OF CONTENTS PREAMBLE (Filed With SEC on March 30, 2005)

FIRST AMENDMENT (Filed With SEC on March 30, 2005)

PACIFIC CAPITAL BANCORP EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST January 1, 2001 Restatement TABLE OF CONTENTS PREAMBLE (Filed With SEC on March 30, 2005)

THIRD AMENDMENT (Filed With SEC on March 30, 2005)

EGTRRA COMPLIANCE AMENDMENT TO (Filed With SEC on March 30, 2005)

PACIFIC CAPITAL BANCORP EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST (Filed With SEC on March 30, 2005)

SECOND AMENDMENT (Filed With SEC on March 30, 2005)

ADDENDUM INCORPORATING EGTRRA COMPLIANCE AMENDMENT (Filed With SEC on March 30, 2005)

PACIFIC CAPITAL BANCORP 1998 AMENDED AND RESTATED KEY EMPLOYEE RETIREE HEALTH PLAN December 30, 1998 PACIFIC CAPITAL BANCORP 1998 AMENDED AND RESTATED KEY EMPLOYEE RETIREE HEALTH... (Filed With SEC on March 30, 2005)

PACIFIC CAPITAL BANCORP 1998 AMENDED AND RESTATED RETIREE HEALTH PLAN (Non-Key Employees) (Filed With SEC on March 30, 2005)

PACIFIC CAPITAL BANCORP AMENDED AND RESTATED 1996 DIRECTORS STOCK PLAN (Effective February 22, 2000 and amended July 21, 2004) (Filed With SEC on March 30, 2005)

Pacific Capital Bancorp Restricted Reload Stock Option Agreement (Filed With SEC on March 30, 2005)

Pacific Capital Bancorp Directors Reload Stock Option Agreement (Filed With SEC on March 30, 2005)

PACIFIC CAPITAL BANCORP (Filed With SEC on March 30, 2005)

PACIFIC CAPITAL BANCORP 1994 STOCK OPTION PLAN PACIFIC CAPITAL BANCORP 1994 STOCK OPTION PLAN (Filed With SEC on March 30, 2005)

PACIFIC CAPITAL BANCORP FIRST AMENDED AND RESTATED DEFERRED COMPENSATION PLAN October 1, 2000 (Filed With SEC on March 30, 2005)

FIRST AMENDED AND RESTATED TRUST AGREEMENT UNDER PACIFIC CAPITAL BANCORP DEFERREDCOMPENSATION PLAN October 1, 2000 (Filed With SEC on March 30, 2005)

AGREEMENT AND PLAN OF REORGANIZATION BY AND BETWEEN PACIFIC CAPITAL BANCORP AND PACIFIC CREST CAPITAL, INC. Dated as of October 16, 2003 TABLE OF CONTENTS (Filed With SEC on October 17, 2003)

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PACIFIC CAPITAL BANCORP Contracts & Agreements