13

                    AMENDED AND RESTATED
                              
                              
                              
      EXECUTIVE SALARY CONTINUATION BENEFITS AGREEMENT
                              
                              
                              
     This Agreement is made and entered into on September 23,
1997,  by  and between PACIFIC CAPITAL BANCORP, a  California
corporation  (the "Corporation"), and DALE R. DIEDERICK  (the
"Executive").

     A.   The Executive is employed by the Corporation as its
Executive Vice President;

      B.    The Executive's experience and knowledge  of  the
affairs of the Corporation and reputation and contacts in the
banking   industry  are  so  valuable  that  the  Executive's
continued  service  is essential for the  future  growth  and
profits of the Corporation and its subsidiaries;

      C.    It is in the best interest of the Corporation  to
arrange terms for continued employment of the Executive so as
to  reasonably  ensure  that the  Executive  remains  in  the
Corporation's employment during the Executive's  lifetime  or
until the age of retirement;

      D.    The  Corporation  desires  that  the  Executive's
services be retained as hereinafter provided;

      E.   The Executive is willing to continue in the employ
of  the Corporation, provided that the Corporation agrees  to
pay   to   the   Executive  or  the  Executive's   Designated
Beneficiaries  (as  defined  below),  certain   benefits   in
accordance  with  the  terms and conditions  hereinafter  set
forth; and

     F.    Both the Executive and the Corporation acknowledge
and  agree that in order to retain the Executive and  provide
him with appropriate benefits, the prior Agreement is amended
and restated in its entirety as follows.

     In  consideration of the services to be performed in the
future,  as well as the mutual promises and covenants  herein
contained, it is agreed as follows:

     
     
     
     
     
     
                              
                          ARTICLE 1
                         DEFINITIONS
                              
     1.1.  Change of Control shall be deemed to have occurred
if  the  conditions  set forth in any one  of  the  following
paragraphs shall have been satisfied after the date  of  this
Agreement:

          (a)  any  Person  (as  defined below)  becomes  the
               Beneficial Owner (as defined below),  directly
               or    indirectly,   of   securities   of   the
               Corporation  representing 25% or more  of  the
               combined  voting  power of  the  Corporation's
               then outstanding securities; or
               
          (b)  the  majority of the Board of Directors of the
               Corporation  ceases  to be  comprised  of  the
               members of the Board on the date hereof or the
               nominees of such members; or
               
          (c)  the shareholders of the Corporation approve  a
               merger  or  consolidation of  the  Corporation
               with  any other corporation, other than (i)  a
               merger or consolidation which would result  in
               the   voting  securities  of  the  Corporation
               outstanding    immediately    prior    thereto
               continuing  to represent (either by  remaining
               outstanding or by being converted into  voting
               securities   of  the  surviving  entity),   in
               combination with the ownership of any  trustee
               or other fiduciary holding securities under an
               employee  benefit plan of the Corporation,  at
               least 51% of the combined voting power of  the
               voting  securities of the Corporation or  such
               surviving entity outstanding immediately after
               such merger or consolidation, or (ii) a merger
               or  consolidation  effected  to  implement   a
               recapitalization   of  the   Corporation   (or
               similar   transaction)  in  which  no   Person
               acquires more than 49% of the combined  voting
               power  of  the Corporation's then  outstanding
               securities; or
               
          (d)  the shareholders of the Corporation approve  a
               plan   of   complete   liquidation   of    the
               Corporation  or an agreement for the  sale  or
               disposition  by  the  Corporation  of  all  or
               substantially all of the Corporation's assets.
               
     For  the purposes of this Paragraph 1.1, "Person"  shall
have  the  meaning given in Section 3(a)(9) of the Securities
Exchange  Act  of 1934, as amended (the "Exchange  Act"),  as
modified  and  used  in  Sections 13(d)  and  14(d)  thereof;
however,  a  Person shall not include (i) the Corporation  or
any  of  its subsidiaries, (ii) a trustee or other  fiduciary
holding  securities  under an employee benefit  plan  of  the
Corporation  or  any  of  its  subsidiaries,  or   (iii)   an
underwriter  temporarily holding securities  pursuant  to  an
offering  of such securities.  "Beneficial Owner" shall  have
the meaning defined in Rule 13d-3 under the Exchange Act.

     1.2.  Designated Beneficiary shall mean  the  person  or
persons  whom  the  Executive  shall  designate  in  a  valid
Beneficiary  Designation  Notice  to  receive  the   benefits
provided  hereunder.  A Beneficiary Designation Notice  shall
be valid only if:

          (a)  it is in the form attached hereto as Exhibit A
               and made a part hereof; and
               
          (b)  it is received by the Named Fiduciary and Plan
               Administrator prior to the Executive's death.
               
     1.2. Disability shall mean an inability to substantially
perform  the essential functions of the Executive's  position
at  the Corporation for a period of one hundred eighty  (180)
days due to a physical or mental disability, as determined by
a   physician   in  the  case  of  physical  disability,   or
psychiatrist  in the case of mental disability,  licensed  to
practice medicine in California and selected jointly  by  the
Corporation and the Executive.

     1.3.   Employment  Agreement  shall  mean  the   written
employment agreement, if any, between the Executive  and  the
Corporation.

     1.4.  Named Fiduciary and Plan Administrator shall  mean
the Corporation.

     1.5. Surviving Spouse shall mean the person, if any, who
is  legally  married  to the Executive on  the  date  of  the
Executive's death.

     1.6. Termination for Cause shall mean termination of the
employment  of  the  Executive  by  reason  of  any  of   the
following:

          (a)  willful material breach of duty in the  course
               of    employment   unless   waived   by    the
               Corporation;
               
          (b)  materially dishonest or illegal conduct; or
               
          (c)  habitual   neglect  of  duties   or   habitual
               negligence in carrying out duties.
               
                              
                          ARTICLE 2
                         EMPLOYMENT
                              
     2.1.  Employment.  The Corporation agrees to employ  the
Executive as Chairman of the Board or in such other  capacity
as  the  Corporation  may  from time  to  time  determine  in
accordance  with the Employment Agreement with the Executive.
The Executive shall continue in the employ of the Corporation
in  such  capacity and shall hold and perform  the  customary
responsibilities and duties of this position as designated by
the  Bylaws  of  the  Corporation  and  as  directed  by  the
Corporation  through its  Boards of Directors  in  accordance
with  the Employment Agreement.  The Executive has a separate
Employment Agreement with the Corporation, and in  the  event
of  any  discrepancy or different treatment of  any  term  or
condition  in this Agreement from such Employment  Agreement,
or   any   renewal  or  extension  thereof,  such  Employment
Agreement   shall   control,  except  that  such   Employment
Agreement shall not limit in any way the timing or the amount
of benefits to be paid to the Executive under this Agreement.

     2.2.  Full Efforts.  The Executive agrees to devote  his
full  time  and  attention exclusively to  the  business  and
affairs  of  the Corporation and the subsidiary banks  except
during  vacation  periods, and to use  his  best  efforts  to
furnish  faithfully  and  satisfactorily  services   to   the
Corporation.

     2.3.  Fringe Benefits.  The salary continuation benefits
provided by this Agreement are granted by the Corporation  as
an  additional fringe benefit to the Executive and are not  a
part   of  any  salary  reduction  plan  or  any  arrangement
deferring a bonus or a salary increase.  The Executive has no
option to take any current payments or bonus in lieu of these
salary continuation benefits.

                              
                          ARTICLE 3
           BENEFITS PAYABLE UPON NORMAL RETIREMENT
                              
     3.1. Normal Retirement.  If the Executive shall continue
in the employment of the Corporation at least until attaining
the  age  of sixty-five (65) years, the Executive may  retire
from active daily employment as of the first day of the month
following attainment of the age of sixty-five (65),  or  upon
such  later  date  as  may be mutually  agreed  upon  by  the
Executive   and   the   Corporation  ("Normal   Retirement").
Notwithstanding  anything to the contrary, this  Section  3.1
does not prohibit the Executive from continuing to work after
the age of sixty-five (65) years.

     3.2.    Normal   Retirement   Benefits.    Upon   Normal
Retirement, the Corporation shall pay to the Executive, Sixty
Thousand  Dollars  ($60,000.00) per year,  payable  in  equal
monthly installments commencing on the first day of the first
month  following the date of Normal Retirement, for a  period
of One Hundred Eighty (180) months, subject to the conditions
and  limitations  hereafter  set  forth  ("Normal  Retirement
Benefits").   The  Sixty Thousand Dollar ($60,000.00)  annual
payment shall be adjusted in the first year in which it is to
be  paid to reflect changes in the federally determined  Cost
of  Living  Index  issued by the Bureau of  Labor  Statistics
1988=100,  then  currently in effect, and shall  be  adjusted
annually for each payment year thereafter to reflect  further
changes  in  said federally determined Cost of Living  Index,
using  the  date  of retirement as a base line.   The  Normal
Retirement Benefits shall be in lieu of any other retirement,
death,   disability  or  termination  benefits   under   this
Agreement.

     3.3. Payment of Normal Retirement Benefits to Designated
Beneficiary or Surviving Spouse.  In the event the  Executive
dies  before  receiving the full amount of Normal  Retirement
Benefits  to  which  he is entitled under  Section  3.2,  the
Corporation  will continue to make payments of the  remaining
balance  of  the Normal Retirement Benefits to the Designated
Beneficiary.  If there is no Designated Beneficiary prior  to
the  Executive's death, the Corporation will continue to make
payments  of  the remaining balance of the Normal  Retirement
Benefits to the Executive's Surviving Spouse at the  time  of
death,  or  if  there  is  no Surviving  Spouse,  to  a  duly
qualified  personal representative, executor or administrator
of the Executive's estate.

                              
                          ARTICLE 4
          BENEFITS PAYABLE UPON DEATH OR DISABILITY
                              
     4.1.  Death Benefits.  In the event the Executive should
die  while actively employed by the Corporation at  any  time
after  the  date of this Agreement, but prior  to  (a)  Early
Retirement (as defined in Article 6.1), (b) Normal Retirement
or  (c)  retirement  after the age of  sixty-five  (65),  the
Corporation will pay to the benefits set forth in Section 3.2
commencing on the first day of the first month following  the
Executive's death  ("Death Benefits") in accordance with  the
payment  provisions set forth in Section 3.2 and 3.3.   Death
Benefits  shall be in lieu of any other retirement disability
or termination benefits under this Agreement.

     4.2.  Disability Benefits.  In the event  the  Executive
incurs   a   Disability  while  actively  employed   by   the
Corporation at any time after the date of the Agreement,  but
prior  to  (a) Early Retirement (as defined in Article  6.1),
(b)  Normal  Retirement or (c) retirement after  the  age  of
sixty-five  (65), the Corporation will pay to  the  Executive
the benefits set forth in Section 3.2 commencing on the first
day  of  the first month following the Executive's Disability
("Disability Benefits").  Disability benefits shall  be  paid
in  accordance  with  the  payment provisions  set  forth  in
Sections  3.2  and  3.3.  The Disability  Benefits  shall  be
payable to the Executive in equal monthly installments over a
period  not  to  exceed One Hundred Eighty  (180)  months  as
mutually  agreed  upon by the Corporation and  the  Executive
commencing on the first day of the first month following  the
Disability Determination Date.  The Disability Benefits shall
be  in  lieu  of  any other retirement, death or  termination
benefits under this Agreement.

                              
                          ARTICLE 5
       BENEFITS PAYABLE UPON TERMINATION OF EMPLOYMENT
          BY THE CORPORATION AND CHANGE OF CONTROL
                              
     5.1.   Termination  of  Employment.    The   Corporation
reserves  the right to terminate employment of the  Executive
at  any  time  prior  to retirement in  accordance  with  the
Employment  Agreement.  In the event that the  employment  of
the Executive is terminated prior to (a) Early Retirement (as
defined   in   Article   6.1),  (b)  Normal   Retirement   or
(c)   retirement  after  the  age  of  sixty-five  (65),  the
Executive  shall be entitled to the following benefits  under
the following circumstances:

          (a)  Termination Without Cause.  If the Executive's
     termination   of   employment   is   not   a   Voluntary
     Termination,   nor   a  Termination   For   Cause,   the
     Corporation  shall  pay  to the Executive  benefits  set
     forth in Section 3.2 commencing on the first day of  the
     first  month  following  such  date  of  termination  of
     employment  subject  to the conditions  and  limitations
     hereafter    set    forth   ("Termination    Benefits").
     Termination  Benefits shall be paid in  accordance  with
     the  payment  provisions set forth in Sections  3.2  and
     3.3.   The Termination Benefits shall be in lieu of  any
     other   retirement  disability,  death  or   termination
     benefits  under  this  Agreement.    In  the  event  the
     Executive  dies  before receiving  the  full  amount  of
     Termination  Benefits  to  which  he  is  entitled,  the
     Termination  Benefits shall be payable pursuant  to  the
     payment provisions set forth in Section 3.3.
     
          (b)   Termination  for Cause.  If  the  Executive's
     termination of employment is Termination For Cause, then
     the  Executive shall not be entitled to any benefits  or
     payments under this Agreement.
     
          (c)   Voluntary Termination.  It is understood  and
     acknowledged by the Executive that the purpose  of  this
     Agreement   is  to  ensure  the  Executive's   continued
     employment  with  the Corporation.   In  the  event  the
     Executive voluntarily terminates his employment with the
     Corporation  for  reason other than an Early  Retirement
     defined  in Section 6.1 or Change of Control,  then  the
     Executive  shall  not be entitled  to  any  benefits  or
     payments under this Agreement.
     
     5.2.  Change  of Control.  In the event of a  Change  of
Control,  the Executive shall be paid the benefits set  forth
in Section 3.2 commencing on the first day of the first month
after  the date of such Change of Control.  Said full  amount
is  referred  to  in this Subsection 5.2 as  the  "Change  of
Control  Payment".  The Change of Control  Payment  shall  be
paid   in   accordance   with  the  payment   provisions   of
Section 3.2.  The Change of Control Payment shall be in  lieu
of  any  other  retirement, disability, death or  termination
benefits  under this Agreement, but shall be in  addition  to
any  payment  under the Executive's Employment Agreement.  In
the event the Executive dies before receiving the full amount
of  Change  of Control Payment to which he is entitled,  such
Change  of Control Payment shall be payable pursuant  to  the
payment  provisions set forth in Section 3.3.  The  Executive
acknowledges that the Change of Control Payment paid  to  the
Executive may be characterized as "excess parachute  payment"
under  Section 280G of the Internal Revenue Code of 1986,  as
amended  (the  "Code") and subject to  an  excise  tax.   The
Executive  also acknowledges that the payment of such  excise
tax is the sole responsibility of the Executive.

                              
                          ARTICLE 6
                              
                      EARLY RETIREMENT
                              
     6.1.  Early  Retirement.  The Executive shall  have  the
right  to  retire before reaching Normal Retirement, provided
he  shall have attained the age of fifty-five (55) years  and
shall have completed ten (10) years of full time service with
the  Corporation,  including any period of service  with  any
predecessor of the Corporation ("Early Retirement").

     6.2.  Early  Retirement Benefits.  Upon the  Executive's
election  for  Early  Retirement, he  shall  be  entitled  to
receive  retirement  benefits  determined  by  the  following
formula:

     Multiplying   the   Normal   Retirement   Benefits
     determined  under Section 3.2 by a  fraction,  the
     numerator of which is the actual number of  months
     the Executive has been employed by the Corporation
     (including   any  period  of  service   with   any
     predecessor  of the Corporation) until  the  Early
     Retirement Date, and the denominator of  which  is
     the  total  number of months the  Executive  would
     have  been  employed by the Corporation (including
     any  period of service with any predecessor of the
     Corporation) at the date the Executive would  have
     attained age 65 ("Early Retirement Benefits").
     
     6.3.  Payment.  The Early Retirement Benefits  shall  be
payable   in   one   hundred  eighty  (180)   equal   monthly
installments commencing on the first day of the  first  month
after  the  date  of Early Retirement.  The Early  Retirement
Benefits   shall   be  in  lieu  of  any  other   retirement,
disability,   death  or  termination  benefits   under   this
Agreement.

     6.4.  Payment of Early Retirement Benefits to Designated
Beneficiary or Surviving Spouse.  In the event the  Executive
dies  before  receiving the full amount of  Early  Retirement
Benefits  to  which  he is entitled under  Section  6.2,  the
Corporation  will continue to make payments of the  remaining
balance  of the Early Retirement Benefits in accordance  with
Article 3.3.

                          ARTICLE 7
                              
            RIGHTS AS UNSECURED GENERAL CREDITOR
                              
     7.1   Unsecured General Creditor.  The Executive and the
Executive's  Designated Beneficiary shall have  no  legal  or
equitable rights, interest or claims in or to any property or
assets  of  the  Corporation.  All the  Corporation's  assets
shall  be  and  remain  the  general unpledged,  unrestricted
assets  of  the  Corporation.  The  Corporation's  obligation
under  this  Agreement  shall be  that  of  an  unfunded  and
unsecured  promise by the Corporation to  pay  money  in  the
future.   The Executive and his Designated Beneficiary  shall
be   unsecured   creditors  with  respect  to  any   benefits
hereunder.

                          ARTICLE 8
                              
                      CLAIMS PROCEDURE
                              
     8.1.  Filing of Claim.  The Executive or his  Designated
Beneficiary (the "Claimant") may file a claim for  a  benefit
pursuant to this Agreement.  The claim shall be deemed  filed
when  a  written,  signed communication is delivered  by  the
Claimant or the Claimant's authorized representative  to  the
Company.   The claim must state the name of the Claimant  and
the basis on which the claim is made.

     8.2. Action on Claim.  Each claim must be acted upon and
approved  or  disapproved by the Company  in  writing  within
thirty  (30)  days of the date on which the Company  received
the  claim, unless special circumstances require further time
for  processing and the Claimant is advised of the extension.
In no event shall the Company fail to act for more than forty-
five (45) days after the Company received the claim.  If  the
Claimant does not receive such written notice within such 45-
day  period, the claim shall be deemed to be denied.  If  the
claim  is  denied,  in whole or in part, the  written  notice
shall  set forth, in a manner calculated to be understood  by
the Claimant, the following matters:

       1.   the specific reason or reasons for the denial;
       
       2.specific reference to pertinent provisions  of  this
     Agreement on which the denial is based;
     
       3.a   description  of  any  additional   material   or
     information  necessary for the Claimant to  perfect  the
     claim  and  an  explanation  of  why  such  material  or
     information is necessary; and
     
       4.an    explanation   of   this   Agreement's   review
     procedures.
     
     8.3.  Claim Review Procedure.  If a claim is  denied  in
whole   or   in   part,  the  Claimant  or   his   authorized
representative may file a request for review of the  decision
of  denial within ten (10) days after receipt by the Claimant
of  the  written  notice of denial.  The request  for  review
shall  be  in writing and shall be delivered to the  Company.
The  request  must  specify  issues  or  comments  which  the
Claimant  deems  pertinent to the Claim.  A decision  by  the
Board  of Directors on the request for review shall  be  made
promptly, but not later than ten (10) days after the  Company
receives  the  Claimant's request for  review.   The  Board's
decision  on  review  will  be in writing  and  will  include
specific reasons for the Board's decision written in a manner
calculated to be understood by the Claimant.

                          ARTICLE 9
                              
                     GENERAL PROVISIONS
                              
     9.1. Right to Terminate Employment.  No provisions under
the Agreement shall restrict the right of the Corporation  to
terminate the employment of  the Executive.

     9.2.  Entire  Agreement.  This Agreement supersedes  any
and  all  other agreements, either oral or in writing,  among
the  parties  hereto with respect to the salary  continuation
benefits of the Executive by the Corporation and contains all
of the covenants and agreements among the parties, subject to
the   terms   of  the  Employment  Agreement.    Each   party
acknowledges  that no representations, inducements,  promises
or agreements, oral or otherwise, have been made by any party
or  anyone acting on behalf of a party which are not embodied
herein,    and   that   no   other   agreement,    statement,
representation, inducement or promise regarding  the  subject
matter  of  this  Agreement not contained in  this  Agreement
shall  be  valid  or  binding.  Any modification,  waiver  or
amendment of this Agreement will be effective only if  it  is
in writing and signed by the party to be charged.

     9.3. Waiver.  Any waiver by any party of a breach of any
provision  of  this  Agreement shall not  operate  as  or  be
construed  to  be  a  waiver  of any  other  breach  of  such
provision  or  of any breach of any other provision  of  this
Agreement.   Any  failure of a party to  assert  his  or  its
rights  under  any provision of this Agreement  at  any  time
(including  his right to claim a Change of Control  Payment),
shall  not  prevent such person from asserting and  receiving
the  full benefit of such rights at any subsequent time.  The
failure  of  a party to insist upon strict adherence  to  any
term of this Agreement on one or more occasions shall not  be
considered  a  waiver  or deprive that  party  of  the  right
thereafter  to insist upon strict adherence to that  term  or
any other term of this Agreement.

     9.4.  Choice of Law and Forum.  This Agreement shall  be
governed by and construed in accordance with the laws of  the
State  of California.  Any action or proceeding brought  upon
or  arising out of this Agreement or its termination shall be
brought in a forum located within the State of California.

     9.5.  Binding Effect of Agreement.  This Agreement shall
inure  to the benefit of and be binding upon the Corporation,
its successors and assigns, including without limitation, any
person, partnership or corporation which may acquire  all  or
substantially all of the Corporation's assets and business or
with  or  into which the Corporation or its subsidiary  banks
may  be  consolidated, merged or otherwise  reorganized,  and
this  provision  shall apply in the event of  any  subsequent
merger,  consolidation,  reorganization  or  transfer.    The
provisions of this Agreement shall be binding upon and  inure
to  the  benefit  of  Executive and his  heirs  and  personal
representatives.  The benefits payable to the Executive under
this Agreement shall not be transferable by the Executive  or
his  Designated Beneficiary or Surviving Spouse by assignment
or  otherwise  and  such  rights  shall  not  be  subject  to
commutation,  encumbrance or the claims of the creditors  the
Executive, his Designated Beneficiary or Surviving Spouse and
any attempt to do any of the foregoing shall be void.

     9.6.  Severability.   In  the event  that  any  term  or
condition contained in this Agreement shall for any reason be
held  by  a  court of competent jurisdiction to  be  invalid,
illegal  or  unenforceable in any respect,  such  invalidity,
illegality  or  unenforceability shall not affect  any  other
term or condition of this Agreement, but this Agreement shall
be  construed  as if such invalid or illegal or unenforceable
term or condition had never been contained herein.

     9.7.  Headings.   The  headings in  this  Agreement  are
solely  for  convenience of reference and shall be  given  no
effect   in  the  construction  or  interpretation  of   this
Agreement.

     9.8. Notices.  Any notices to be given hereunder by  any
party  to  another party may be effected either  by  personal
delivery,  in  writing or by mail, registered  or  certified,
postage  prepaid  with  return  receipt  requested,  or    by
confirmed electronic mail.  Mailed notices shall be addressed
to  the parties at the addresses indicated at the end of this
Agreement,  but each party may change his or her  address  by
written  notice  in accordance with this paragraph.   Notices
delivered  personally  shall be  deemed  communicated  as  of
actual  receipt; mailed notices shall be deemed  communicated
as of five (5) days after mailing.

     9.9. Arbitration.  Any controversy or claim arising  out
of  or  relating to this Agreement or alleged breach of  this
Agreement not resolved through the Claims Procedure set forth
in  Article 8.1 shall be settled by arbitration in accordance
with  the  then  current  rules of the  American  Arbitration
Association  pertaining to employment disputes, and  judgment
on  the  award rendered by the arbitrators may be entered  in
any  court having jurisdiction. Each party shall pay the fees
of the arbitrator he/it selects and of his/its own attorneys,
and  the expenses of his/its witnesses and all other expenses
connected  with presenting his/its case.  Except as otherwise
required  by  law, other costs of the arbitration,  including
the  cost  of  any record or transcripts of the  arbitration,
administrative  fees and all other fees and costs,  shall  be
borne  equally  by  the  parties.  Full  discovery  shall  be
permitted  to the parties to any such arbitration,  including
depositions of all relevant witnesses.

     9.10.      Attorneys' Fees and Costs.  If any action  at
law or in equity is brought by a party upon or arising out of
this  Agreement, the prevailing party shall  be  entitled  to
reasonable attorneys' fees, costs and necessary disbursements
incurred  in the action, in addition to any other  relief  to
which it may be entitled.

     IN  WITNESS  WHEREOF, the Corporation and the  Executive
have executed this Agreement on the date and year first above
written.

PACIFIC CAPITAL BANCORP

"Corporation"


By: /s/ Rebert B. Sheppard
Robert B. Sheppard
Chairman, Human Resources Committee



"Executive"


/s/ Dale R. Diederick
Dale R. Diederick
                              
                              
                          EXHIBIT A
                              
                              
               BENEFICIARY DESIGNATION NOTICE
       UNDER THE AMENDED AND RESTATED EXECUTIVE SALARY
      CONTINUATION BENEFITS AGREEMENT (THE "AGREEMENT")
                              
                              
                              
     Name of Executive:  Dale R. Diederick

     If  I  shall  die prior to the full receipt of  benefits
under  the  Agreement, then all rights under  this  Agreement
that  I  hereby  hold  upon  my  death,  to  the  extent  not
previously  terminated or forfeited, shall be transferred  to
Marie  G.  Diederick  in  the  manner  provided  for  in  the
Agreement.


     
     /s/ Dale R. Diederick____________
     Dale R. Diederick
     
     Date:  September 24, 1997
     
     
     
     Receipt   acknowledged  on  behalf  of  PACIFIC  CAPITAL
BANCORP by:


     /s/ Naomi Kinney_________________
     Naomi Kinney, Director of Human Resources
     
     Date:  September 24, 1997