CERTIFICATE OF DETERMINATION
                                       OF
                        RIGHTS, PREFERENCE AND PRIVILEGES
                                       OF
                            SERIES A PREFERRED STOCK
                                       OF
                             PACIFIC CAPITAL BANCORP


David W. Spainhour and Donald J. Smith  hereby certify that:

         1.  They are the duly  elected  and  acting  President  and  Secretary,
respectively, of Pacific Capital Bancorp, a California corporation.

         2.  Pursuant  to  authority  given by said  corporation's  Articles  of
Incorporation,  the Board of Directors of said  corporation has duly adopted the
following recitals and resolutions:

         WHEREAS,  the Articles of Incorporation of this corporation provide for
         a class of shares known as Preferred Stock,  issuable from time to time
         in one or more series; and

         WHEREAS,  the Board of Directors of this  corporation  is authorized to
         determine or alter the rights, preferences, privileges and restrictions
         granted to or  imposed  upon any wholly  unissued  series of  Preferred
         Stock, to fix the number of shares constituting any such series, and to
         determine the designation thereof, or any of them; and

         WHEREAS,  this  corporation has not issued a series of Preferred Stock,
         and the Board of Directors of this corporation desires, pursuant to its
         authority as aforesaid,  to determine and fix the rights,  preferences,
         privileges  and  restrictions  relating  to a series of said  Preferred
         Stock and the number of shares  constituting  the  designation  of said
         series;

         NOW,  THEREFORE,  BE IT RESOLVED,  that the Board of  Directors  hereby
         fixes  and  determines  the   designation  of,  the  number  of  shares
         constituting, and the rights, preferences,  privileges and restrictions
         relating to, said series of Preferred Stock as follows:

                  1. Designation of Preferred Shares. The corporation shall have
         one series of  Preferred  Stock  which  shall be  designated  "Series A
         Preferred  Stock"  (the  "Series A  Preferred  Stock").  (The  Series A
         Preferred Stock is hereinafter  sometimes referred to as the "Preferred
         Stock".)

                  2.  Number  of   Preferred   Shares.   The  number  of  shares
         constituting  the  Series A  Preferred  Stock  shall be Sixty  Thousand
         (60,000).  Such  number of shares  may be  increased  or  decreased  by
         resolution  of the Board;  provided  that no decrease  shall reduce the
         number of shares of Series A Preferred  Stock to a number less than the
         number of shares then  outstanding  plus the number of shares  reserved
         for  issuance  upon the  exercise  of  outstanding  options,  rights or
         warrants or upon the conversion of any


<PAGE>

         outstanding  securities  issued  by the  corporation  convertible  into
         Series A Preferred Stock.

                  3. Dividends and  Distributions.  Subject to the rights of the
         holders of any shares of any series of Preferred  Stock (or any similar
         stock) ranking prior and superior to the Series A Preferred  Stock with
         respect to dividends, the holders of the Series A Preferred Stock shall
         only be entitled, when and if declared by the Board of Directors of the
         corporation,   to  dividends  out  of  the  retained  earnings  of  the
         corporation;  provided that no dividend or distribution may be declared
         or paid on any  shares  of  Common  Stock  or any  shares  of  Series A
         Preferred  Stock  unless at the same  time an  equivalent  dividend  or
         distribution  is declared or paid on all  outstanding  shares of Common
         Stock and  Series A  Preferred  Stock.  Subject  to the  provision  for
         adjustment  hereinafter set forth,  the amount of the dividend or other
         distribution payable with respect to the Series A Preferred Stock shall
         be payable at the rate per share of Series A  Preferred  Stock equal to
         1,000 times the aggregate per share amount of all cash  dividends,  and
         1,000 times the  aggregate  per share  amount  (payable in kind) of all
         non-cash  dividends  or  other  distributions,  other  than a  dividend
         payable in shares of Common Stock or a subdivision  of the  outstanding
         shares of Common Stock (by reclassification or otherwise),  declared on
         the Common  Stock.  In the event the  corporation  shall at any time or
         from  time to time  after  December  14,  1999  (the  "Rights  Dividend
         Declaration  Date")  declare or pay any  dividend  on the Common  Stock
         payable in shares of Common Stock, or effect a subdivision, combination
         or  consolidation  of  the  outstanding  shares  of  Common  Stock  (by
         reclassification  or otherwise  than by payment of a dividend in shares
         of Common  Stock)  into a greater or lesser  number of shares of Common
         Stock,  then in each such case the amount to which holders of shares of
         Series A Preferred Stock were entitled  immediately prior to such event
         under the  preceding  sentence  shall be adjusted by  multiplying  such
         amount by a fraction, the numerator of which is the number of shares of
         Common  Stock   outstanding   immediately  after  such  event  and  the
         denominator  of which is the number of shares of Common Stock that were
         outstanding  immediately prior to such event. The right to dividends on
         shares of the Series A Preferred Stock shall not be cumulative,  and no
         right  shall  accrue to holders  of shares of Common  Stock or Series A
         Preferred Stock by reason of the fact that dividends on said shares are
         not or have not been declared in any period.

                  4. Voting Rights.  The holders of shares of Series A Preferred
         Stock shall have the following voting rights.

                           (a)   Subject  to  the   provision   for   adjustment
         hereinafter  set forth,  each share of Series A  Preferred  Stock shall
         entitle the holder thereof to 1,000 votes on all matters submitted to a
         vote  of  the  stockholders  of  the  corporation.  In  the  event  the
         corporation  shall at any time or from time to time  after  the  Rights
         Dividend  Declaration  Date  declare or pay any  dividend on the Common
         Stock  payable  in  shares of Common  Stock,  or effect a  subdivision,
         combination or consolidation of the outstanding  shares of Common Stock
         (by  reclassification  or  otherwise  than by payment of a dividend  in
         shares of Common  Stock)  into a greater or lesser  number of shares of
         Common  Stock,  then in each such case the number of votes per share to
         which  holders  of shares of Series A  Preferred  Stock  were  entitled
         immediately  prior to such event shall be adjusted by multiplying  such
         number by a fraction, the numerator of which is the number of shares of
<PAGE>

         Common  Stock   outstanding   immediately  after  such  event  and  the
         denominator  of which is the number of shares of Common Stock that were
         outstanding immediately prior to such event.

                           (b)  Except  as  otherwise  provided  herein,  in any
         Certificate of  Determination  creating a series of Preferred  Stock or
         any  similar  stock,  or by law,  the  holders  of  shares  of Series A
         Preferred Stock and the holders of shares of Common Stock and any other
         capital stock of the  corporation  having  general  voting rights shall
         vote  together  as one  class  on all  matters  submitted  to a vote of
         stockholders of the corporation.

                           (c)  Except  as set  forth  herein,  or as  otherwise
         provided  by law,  holders of Series A  Preferred  Stock  shall have no
         special  voting rights and their consent shall not be required  (except
         to the extent they are entitled to vote with holders of Common Stock as
         set forth herein) for taking any corporate action.

                  5. Reacquired  Shares.  Any shares of Series A Preferred Stock
         purchased  or  otherwise  acquired  by the  corporation  in any  manner
         whatsoever shall be retired and canceled promptly after the acquisition
         thereof.   All  such  shares  shall  upon  their  cancellation   become
         authorized but unissued  shares of Preferred  Stock and may be reissued
         as part of a new series of Preferred  Stock  subject to the  conditions
         and   restrictions   on  issuance  set  forth  in  any  Certificate  of
         Determination creating a series of Preferred Stock or any similar stock
         or as otherwise required by law.

                  6. Liquidation, Dissolution or Winding Up.

                           (a) Upon any  liquidation  (voluntary or  otherwise),
         dissolution or winding up of the corporation,  no distribution shall be
         made to the holders of shares of Common  Stock or other  stock  ranking
         junior  (either as to dividends  or upon  liquidation,  dissolution  or
         winding up) to the Series A Preferred Stock unless,  prior thereto, the
         holders of shares of Series A Preferred  Stock  shall have  received an
         amount equal to $1,000 per share of Series A Preferred  Stock,  plus an
         amount equal to accrued and unpaid dividends and distributions  thereon
         to the date of such payment (the  "Series A  Liquidation  Preference").
         Following  the payment of the full  amount of the Series A  Liquidation
         Preference, no additional distributions shall be made to the holders of
         shares of Series A Preferred Stock unless,  prior thereto,  the holders
         of shares of Common Stock shall have  received an amount equal to $1.00
         per share of Common Stock (the "Common Amount").  Following the payment
         of the full  amount  of the  Series A  Liquidation  Preference  and the
         Common  Amount  in  respect  of all  outstanding  shares  of  Series  A
         Preferred  Stock and Common  Stock,  respectively,  holders of Series A
         Preferred  Stock and holders of shares of Common  Stock  shall  receive
         their ratable and  proportionate  share of the  remaining  assets to be
         distributed on liquidation of the  corporation in the ratio of 1,000 to
         1 with respect to such Series A Preferred  Stock and Common Stock, on a
         per share basis, respectively.

                           (b) In the event that there are not sufficient assets
         available  to  permit  payment  in full  of the  Series  A  Liquidation
         Preference  and the  liquidation  preferences  of all  other  series of
         Preferred  Stock,  if any,  which  rank on a parity  with the  Series A
<PAGE>

         Preferred  Stock,  then  such  remaining  assets  shall be  distributed
         ratably to the  holders  of such  Series A  Preferred  Stock and parity
         shares in proportion to their respective  liquidation  preferences.  In
         the event,  that,  after  payment  in full of the Series A  Liquidation
         Preference,  there are not  sufficient  remaining  assets  available to
         permit payment in full of the Common Amount, then such remaining assets
         shall be distributed ratably to the holders of Common Stock.

                           (c) In the event the corporation shall at any time or
         from time to time after the Rights Dividend Declaration Date declare or
         pay any dividend on the Common Stock payable in shares of Common Stock,
         or  effect  a  subdivision,   combination  or   consolidation   of  the
         outstanding  shares of Common Stock (by  reclassification  or otherwise
         than by payment of a dividend in shares of Common Stock) into a greater
         or lesser  number of shares of Common  Stock,  then, in each such case,
         (i) the Series A Liquidation  Preference in effect immediately prior to
         such event shall be adjusted by  multiplying  such Series A Liquidation
         Preference by a fraction the numerator of which is the number of shares
         of  Common  Stock  outstanding  immediately  after  such  event and the
         denominator  of which is the number of shares of Common Stock that were
         outstanding  immediately prior to such event and (ii) the Common Amount
         in  effect  immediately  prior  to such  event  shall  be  adjusted  by
         multiplying  such Common Amount by a fraction the numerator of which is
         the number of shares of Common Stock outstanding immediately after such
         event and the  denominator  of which is the  number of shares of Common
         Stock that were outstanding immediately prior to such event.

                  7.  Consolidation,  Merger, etc. In case the corporation shall
         enter into any consolidation,  merger, combination or other transaction
         in which the shares of Common Stock are  exchanged  for or changed into
         other stock or securities,  cash and/or any other property, then in any
         such case the shares of Series A Preferred Stock shall at the same time
         be similarly  exchanged  or changed in an amount per share,  subject to
         the  provision for  adjustment  hereinafter  set forth,  equal to 1,000
         times the aggregate amount of stock, securities,  cash and/or any other
         property (payable in kind), as the case may be, into which or for which
         each share of Common  Stock is changed or  exchanged.  In the event the
         corporation  shall at any time or from time to time  after  the  Rights
         Dividend  Declaration  Date  declare or pay any  dividend on the Common
         Stock  payable  in  shares of Common  Stock,  or effect a  subdivision,
         combination or consolidation of the outstanding  shares of Common Stock
         (by  reclassification  or  otherwise  than by payment of a dividend  in
         shares of Common  Stock)  into a greater or lesser  number of shares of
         Common  Stock,  then in each  such  case the  amount  set  forth in the
         preceding  sentence with respect to the exchange or change of shares of
         Series A Preferred  Stock shall be adjusted by multiplying  such amount
         by a fraction, the numerator of which is the number of shares of Common
         Stock  outstanding  immediately after such event and the denominator of
         which is the  number of shares of Common  Stock  that were  outstanding
         immediately prior to such event.

                  8. No Redemption. The shares of Series A Preferred Stock shall
         not be redeemable.
<PAGE>

                  9. Rank. The Series A Preferred Stock shall rank, with respect
         to the payment of dividends and the  distribution of assets,  junior to
         all other series of the corporation's Preferred Stock, unless the terms
         of any such series shall provide otherwise.

                  10. Amendment.  This Certificate of Determination shall not be
         amended  in any  manner  which  would  materially  alter or change  the
         rights,  preferences  and privileges of the Series A Preferred Stock so
         as to affect them adversely without the affirmative vote of the holders
         of at least  two-thirds  (2/3) of the  outstanding  shares  of Series A
         Preferred Stock, voting together as a single class.

                  3. The authorized  number of shares of Preferred  Stock of the
corporation is 1,000,000.  No shares of any series of Preferred Stock are issued
and outstanding.  The authorized number of shares of Series A Preferred Stock of
the corporation is 60,000,  and no shares of Series A Preferred Stock are issued
and  outstanding.  The  authorized  number  of  shares  of  Common  Stock of the
corporation  is  60,000,000,   of  which   24,521,095   shares  are  issued  and
outstanding.

         IN WITNESS WHEREOF,  the undersigned has hereunto set their hands as of
December 15, 1999.

                                            ------------------------------------
                                            David W. Spainhour, President


                                            ------------------------------------
                                            J. Donald Smith, Secretary


         The undersigned,  David W. Spainhour and Donald J. Smith, the President
and  Secretary,   respectively,   of  Pacific  Capital  Bancorp,   a  California
corporation,  declares  under penalty of perjury that the matters set out in the
foregoing Certificate are true of his own knowledge.

         Executed at Santa Barbara, California on December 15, 1999.


                                            ------------------------------------
                                            David W. Spainhour


                                            ------------------------------------
                                            J. Donald Smith