Second Amendment to Amended and Restated Employee Stock Ownership Plan



 Exhibit 10.4.3 
 Amendment 
 To 
 Pacific Capital Bancorp 
 Restated Employee Stock Ownership 
 Plan and Trust 
 January 1, 2006
Restatement 
 The Pacific Capital Bancorp Restated Employee Stock Ownership Plan and Trust, as restated on January 1, 2006, is hereby amended on
July 22, 2008, in the following respects: 
  

	 	1)	Section 1.1 of the Plan is amended by deleting there from the last sentence of the definition of “Compensation”. 

  

	 	2)	Article II of the Plan is amended to provide as follows: 

 Article II 
 Services 
  

	 	2.1	Year of Eligibility Service 

 One year of
Eligibility Service shall be determined in accordance with the following provisions: 
  

	 	(a)	An employee shall be credited with one year of Eligibility Service upon completion of 12 months of continuous service with Employer. 

  

	 	(b)	Notwithstanding the provisions of paragraph (a), service completed by an employee prior to a “break in service” shall not be included in determining the employee’s
year of Eligibility Service unless the employee completes a year of Eligibility Service after his “break in service” and either (i) the employee had a non forfeitable right to any portion of his Account before his “break in
service” commenced, or (ii) the number of his consecutive “breaks in service” is fewer than the greater of five or the aggregate number of his years of Eligibility Service before his “break in service” commenced.


  

	 	2.2	Years of Vesting Service 

 Years of Vesting Service
shall be determined in accordance with the following provisions: 
  

	 	(a)	An employee shall be credited with a year of Vesting Service for each year of employment following the employee’s completion of 12 months of continuous employment with the
Employer. 











	 	(b)	Notwithstanding the provisions of paragraph (a), the following service shall not be included in determining an employee’s years of Vesting Service: 

  

	 	i.	Service completed by the employee prior to his attainment of age 18. 

  

	 	ii.	Service completed by an employee prior to a Break in Service, unless the employee completes a year of Vesting Service after his Break in Service and either 


 

	 	1.	the employee had a nonforfeitable right to any portion of his Account before his Break in Service commenced, or 

  

	 	2.	the number of his consecutive Breaks in Service is fewer than the greater of five or the aggregate of his years of Vesting Service before his Break in Service commenced.


  

	 	2.3	Exclusion of Vesting Service Completed Following a Break for Determining Vested Interest in Prior Accrued Benefit 

 Notwithstanding any other provision of the Plan to the contrary, Vesting Service completed by an Employee after a Break in Service shall not be included
in determining his vested interest in his Account attributable to employment prior to such Break in Service if the number of his consecutive Breaks in Service is five or more. 
  

	 	2.4	Crediting of Service on Transfer or Amendment 

 Notwithstanding any other provision of the Plan to the contrary, if an Employee is transferred from employment covered under a qualified plan maintained by an Employer or a Related Company for which service is credited based on elapsed time
in accordance with Treasury Regulations Section 1.410(a)-7 to employment covered under the Plan or, prior to amendment, the Plan provided for crediting of service on the basis of elapsed time in accordance with Treasury Regulations
Section 1.410(a)-7, an affected Employee shall be credited with Eligibility Service and Vesting Service hereunder as provided in Treasury Regulations Section 1.41.0(a)-7(f)(l). 
  

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	 	3)	Section 6.3 of the Plan is amended to provide as follows: 

  

	 	6.3	Allocation of Employer Contributions 

 Any Employer
Contribution made by an Employer for a Contribution Period shall be allocated among its Eligible Employees during the Contribution Period who have met the allocation requirements for Employer Contributions described in this Article. The allocable
share of each such Eligible Employee shall be in the ratio which his Compensation from the Employer for the Contribution Period bears to the aggregate of such Compensation for all such Eligible Employees. 
 Notwithstanding the foregoing, if there is an Exempt Loan in effect for the Contribution Period, the Employer Contribution shall first be applied to
reduce the Plan’s obligations under the terms of the Exempt Loan, reduced by any interest or dividends that the Administrator has previously applied against the Plan’s obligations for such Contribution Period under the terms of the Plan.
Shares of Employer Stock released from the Suspense Fund that are attributable to Employer Contributions shall be allocated among the Accounts of Eligible Employees as provided in the preceding paragraph. 
 In applying the provisions of this Section, Compensation earned by an Eligible Employee during a Contribution Period shall be included in determining the
Eligible Employee’s allocable share of any Employer Contribution made for the Contribution Period. 
  

	 	4)	Section 6.6 of the Plan is amended to provide as follows: 

  

	6.6	Allocation Requirements for Employer Contributions 

 A person who was an Eligible Employee during a Contribution Period shall be eligible to receive an allocation of Employer Contributions for such Contribution Period only if he is employed as an Employee on the last day of the Contribution
Period. 
  

	 	5)	This amendment shall be effective as of January 1, 2008. 

  

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