EMPLOYMENT AGREEMENT

This  Employment  Agreement  (hereinafter  referred to as  "Agreement")  is made
effective  as of May 22, 1996,  by and between  FIRST  NATIONAL  BANK OF CENTRAL
CALIFORNIA  (hereinafter  referred  to  as  "Employer")  and  DENNIS  A.  DeCIUS
(hereinafter referred to as "Employee").

Employer  desires  to  employ,  as Senior  Vice  President  and Chief  Financial
Officer, a person of high executive caliber with significant prior experience in
the banking services which Employer provides.

         Employee  being  willing to be  employed  by  Employer  as Senior  Vice
President  and Chief  Financial  Officer,  and Employer  being willing to employ
Employee on the terms,  covenants and conditions  hereinafter  set forth,  it is
agreed as follows:

         1. Position.  Employee is hereby  employed as Senior Vice President and
Chief Financial Officer of Employer.

         2. Employment Term. The term of this Agreement shall commence effective
May 22, 1996, and continue for three (3) years thereafter  through May 21, 1999,
unless earlier  terminated  pursuant to Paragraph 6 below, such period being the
term of this Agreement.

         3.  Employee  Duties.  Employee  shall hold and perform  the  customary
responsibilities  and duties of the position of Senior Vice  President and Chief
Financial  Officer as  designated  by the Bylaws of Employer  and as directed by
Employer through its Board of Directors (hereinafter referred to as "Board").

         4. Extent of Services.  Employee shall devote his full time,  attention
and energies to the business of Employer, and shall not, during the term of this
Agreement, engage directly or indirectly, in any other business activity, except
personal investments, without the prior written consent of Employer.

         5. Compensation and Benefits. Employee's salary shall be at the rate of
$109,027 per year,  prorated for any partial year in which this  Agreement is in
effect (as such salary may be adjusted  during the term of this  Agreement,  the
"Base Salary"). Said salary shall be payable in equal semi-monthly installments.
Any salary  increase  shall be at the sole  discretion  of the  Board.  Employer
agrees to review and evaluate  Employee's  performance at the end of each fiscal
year to determine  whether  Employee  should be paid a cash bonus ("the Bonus").
The amount of such bonus,  if any, will be determined in the sole  discretion of
the Board. In addition, Employee shall receive the following benefits:

         a)  Automobile.  Employer  shall  provide  Employee  with  a  full-size
automobile,  the make,  model and  equipment  of which  shall be  determined  by
Employer,  solely for his use alone during the term of this Agreement.  Employer
shall pay or  reimburse  Employee for all auto  expenses  incurred in the use of
said  automobile  by  Employee  in the  performance  of his  duties  under  this
Agreement.  Employer shall maintain an automobile  liability insurance policy on
said

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automobile, with coverage to include Employee's operation of said automobile and
in such amounts as Employer and Employee shall agree upon.

         b)  Insurance.  Employer  shall be a  participant  in such  group  life
insurance,  health and long-term disability plans as are maintained by Employer,
at Employer's  sole cost and expense.  In addition,  Employer shall, at its sole
cost and expense,  provide  Employee with a copy of standard term life insurance
in the face amount of $250,000.  Employee  shall have the right,  in  Employee's
sole  discretion,  to designate the  beneficiary  or  beneficiaries  of any such
insurance.

         c) Vacation.  Employee  shall  receive four (4) weeks paid vacation per
year,  prorated  for any partial  calendar  year in which this  Agreement  is in
effect,  which shall be taken at such time or times as  mutually  agreed upon by
Employee and the Board,  provided  that at least two (2) weeks of such  vacation
shall be taken consecutively per calendar year.  Employee  acknowledges that the
requirement  of two (2)  consecutive  weeks of  vacation  is  required  by sound
banking practices.

         d) General  Expenses.  Employer shall,  upon submission and approval of
written  statements and bills in accordance with the then-regular  procedures of
Employer,  pay or reimburse  Employee for any and all  necessary,  customary and
usual expenses  incurred by him while traveling for or on behalf of Employer and
any  and  all  other   necessary,   customary  or  usual   expenses   (including
entertainment)  incurred by employee  for or on behalf of Employer in the normal
course of business as determined to be appropriate by Employer.

         e) Other Benefits. In the event that Employer in the future establishes
any other benefit plan for its senior  executives  generally,  Employee shall be
eligible to participate  in such plan on the terms and conditions  stated in the
legal documents for such plan.

         6. Termination. This Agreement may be terminated prior to May 21, 1999,
with or without cause in accordance  with this  Paragraph  6(a) through 6(f). In
the event of such  termination,  Employee shall be released from all obligations
under this Agreement, except that Employee shall remain subject to Paragraphs 7,
8, 12(c),  12(i) and 12(j),  and Employer shall be released from all obligations
under  this  Agreement,  except as  otherwise  provided  in this  Paragraph  and
Paragraphs 12(c), 12(e), 12(i) and 12(j).

         a) Early  Termination By Employer Without Cause.  This Agreement may be
terminated without cause, for any reason whatsoever,  in the sole,  absolute and
unreviewable  discretion of Employer,  upon thirty (30) days' written  notice by
Employer to Employee. If this Agreement is terminated pursuant to this Paragraph
6(a),  if the term of this  Agreement is not extended upon  expiration  thereof,
Employee  shall receive (i) the salary and insurance  benefits as provided under
the terms of this Agreement for a period of six (6) months from the date of such
termination  provided Employee shall, at his discretion,  be entitled to receive
such salary payment in a lump sum in lieu of receiving such salary payments over
a period of six (6) months following termination;  and (ii) a bonus for the year
in which  the  termination  occurs,  prorated  based  upon the  fraction  of the
calendar year  Employee was employed,  if, and only if, a bonus program for that
year has been  established  prior to such termination and such plan provides for
calculable  bonuses not based on the  discretion  of  Employer.  Such salary and
insurance  benefits

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shall be in full and complete  satisfaction of any and all rights which Employee
may enjoy under this Agreement and shall be the sole compensation and/or damages
payable to  Employee  as the result of  termination  of this  Agreement  without
cause.

         b) Early  Termination  By Employer  For Cause.  This  Agreement  may be
terminated  for cause by Employer  immediately  upon written notice to Employee,
and Employee shall not be entitled to receive compensation or other benefits for
any period after  termination  for cause.  Employee  understands and agrees that
satisfactory performance of this Agreement on his part requires conformance with
the highest standards of integrity,  diligence,  competence, skill, judgment and
efficiency in the banking industry and that failure to conform to such standards
is cause for  termination  of the Agreement by Employer.  Cause for  termination
pursuant  to this  Paragraph  6(b) also  includes:  (1) failure to qualify for a
surety bond as provided in Paragraph 11 of this Agreement;  (2) violation of any
law, rule or regulation (other than a traffic violation or similar offense); (3)
acts causing  termination  of Employer's  Banker's  Blanket Bond with respect to
Employee;  (4) repeated insobriety or usage of drugs without  prescription;  (5)
misappropriation of Employer's property; (6) any act of dishonesty;  (7) neglect
of duties or negligence in carrying out duties;  (8) repeated unexcused absence;
(9) breach of any  material  provision  of this  Agreement;  and (10) any act or
omission that is seriously detrimental to Employer's interests.

         c) Early  Termination By Employee.  This Agreement may be terminated by
Employee upon thirty (30) days' written notice to Employer.

         d) Early Termination Upon Disability.  If Employee becomes disabled due
to a physical or mental disability so that he is unable to perform the essential
functions of his position and the disability  cannot be reasonably  accommodated
without undue  hardship,  Employer may at its option  terminate this  Agreement.
Employee  shall be entitled to the salary  provided  for in  Paragraph 5 of this
Agreement  for a  period  of not to  exceed  six (6)  months  from  the  date of
Employee's first absence due to the disability, but not beyond May 21, 1999, and
to  accrued  but  unused  vacation  leave.  Employee's  salary  in the  event of
disability and termination  therefor shall be offset by any payments received by
Employee as a result of a disability  insurance policy purchased by Employer for
Employee. All other benefits provided for under this Agreement shall cease as of
the date of  termination.  For  purposes of this  Agreement,  physical or mental
disability  shall mean the  inability  of Employee to fully  perform  under this
Agreement  for a  continuous  period of ninety  (90) days,  as  determined  by a
physician in the case of physical  disability,  or a psychiatrist in the case of
mental  disability,  licensed to practice  medicine in  California  and selected
jointly by Employer and Employee.  Upon demand by Employer,  Employee  shall act
promptly to select such physician or psychiatrist  jointly with Employer,  shall
consent  to  undergo  any  reasonable  examination  or test and shall  authorize
release of all pertinent  medical  records to Employer.  Recurrent  disabilities
will be treated as separate disabilities if they result from unrelated causes or
if they result from the same or related  cause or causes and are  separated by a
continuous period of at least six (6) full months during which Employee was able
to perform his duties  hereunder  equal to at least eighty  percent (80%) of his
capacity prior to disability.  Otherwise, recurrent disabilities will be treated
as a continuation  of previous  disabilities  for the purpose of determining the
limitations established in this paragraph.

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         e) Death During Employment.  This Agreement shall terminate immediately
upon the death of Employee.

         f) Change of Control.  In the event of a change in control by merger of
Employer  and/or  Pacific  Capital  Bancorp,  the  parent  company  of  Employer
(hereinafter referred to as "Pacific"), into another bank and/or holding company
or other entity or by purchase of Employer and/or Pacific or the purchase of all
or  substantially  all of the assets of Employer  and/or Pacific by another bank
and/or holding  company or other person or entity,  not resulting from financial
difficulties or insolvency of Employer  and/or  Pacific,  then Employee shall be
paid one and  one-half  times his annual  Base  Salary  plus Bonus as defined in
Section 5 of this  Agreement  for the  average  of the three  years  immediately
preceding  the effective  time of such change of control,  which amount shall be
due and  payable to  Employee  at the  effective  time of such change in control
together with any Base Salary and Bonus earned to such date.

         7. Printed Material.  All written or printed materials used by Employee
in performing duties for Employer are and shall remain the property of Employer.
Upon  termination of employment,  Employee shall promptly return such written or
printed materials to Employer.

         8. Disclosure of Information. Employee recognizes and acknowledges that
Employer and Pacific possess  information  concerning their business affairs and
methods of operation  which  constitute  valuable,  special and unique assets of
their businesses. Employee shall not, at any time before or after termination of
this  Agreement,  disclose to anyone any  confidential  information  relating to
Employer,  Pacific or any affiliate of Pacific.  For purpose of this  paragraph,
confidential information includes all information regarding products,  services,
processes,  know-how, customers,  suppliers, product and/or service development,
business plans,  research,  finances,  marketing,  pricing,  costs and any other
proprietary  matters relating to Employer,  Pacific or any affiliate of Pacific.
Employee recognizes and acknowledges that all financial  information  concerning
any of Employer's customers is strictly confidential,  and Employee shall not at
any time before or after  termination of this  Agreement  disclose to anyone any
such  financial  information  or any part  thereof,  for any  reason or  purpose
whatsoever.

         9.  Noncompetition  by  Employee.  During  the term of this  Agreement,
Employee  shall not,  directly or indirectly,  either as an employee,  employer,
consultant, agent, principal, partner, stockholder, corporate officer, director,
or in any other individual or representative capacity,  engage or participate in
any  competing  banking  business;  provided,  however,  Employee  shall  not be
restricted by this paragraph from owning securities of corporations  listed on a
national securities exchange or regularly traded by national securities dealers,
so long as such  investment does not exceed one percent (1%) of the market value
of the outstanding securities of such corporation.

         10. Moral Conduct. Employee agrees to conduct himself at all times with
due regard to public  conventions and morals.  Employee further agrees not to do
or commit any act that will  reasonably tend to degrade him or to bring him into
public  hatred,  contempt or ridicule or that

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will reasonably  tend to shock or offend the community or to prejudice  Employer
or the banking industry in general.

         11. Surety Bond.  Employee  agrees that he will furnish all information
and take any steps necessary to enable Employer to obtain or maintain a fidelity
bond,  satisfactory to Employer,  conditional on the rendering of a true account
by  Employee  of all  monies,  goods or other  property  which may come into the
custody,  charge or possession of Employee  during the term of this  employment.
Employer  shall pay all premiums on the bond. If Employee  cannot  qualify for a
surety bond at any time during the term of this  Agreement,  Employer shall have
the option to terminate this Agreement immediately.

         12.  General  Provisions.  This  Agreement  is further  governed by the
following provisions:

         a)  Entire  Agreement.  This  Agreement  supersedes  any and all  other
agreements,  either oral or in writing, among the parties hereto with respect to
the  employment  of Employee by Employer and contains all of the  covenants  and
agreements  among the  parties  with  respect  to such  employment.  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 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.

         b) 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. 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.

         c) Choice of Law and Forum.  This  Agreement  shall be  governed by and
construed in accordance with the laws of the State of California,  except to the
extent  preempted  by the laws of the United  States.  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.

         d) Binding  Effect of  Agreement.  This  Agreement  shall  inure to the
benefit of and be binding upon Employer,  its successors and assigns,  including
without limitation, any person, partnership or corporation which may acquire all
or substantially  all of Employer's  assets and business,  or with or into which
Employer or Pacific 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  Employee  and  his  heirs  and  personal
representatives.  The rights and  obligations  of Employee  under this Agreement
shall not be transferable by Employee by assignment or otherwise and such rights
shall not be subject to  commutation,  encumbrance  or the claims of  Employee's
creditors, and any attempt to do any of the foregoing shall be void.

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         e)  Indemnification.  Employer shall indemnify  Employee to the maximum
extent  permitted  under the Bylaws of Employer and the  governing  laws for any
liability or loss arising out of Employee's  actual or asserted  misfeasance  or
nonfeasance in the good faith  performance of his duties or out of any actual or
asserted  wrongful  act against or by Employer,  including,  but not limited to,
judgments,  fines,  settlements and expenses incurred in the defense of actions,
proceedings and appeals therefrom. If available at reasonable rates, which shall
be determined by the Employer in its sole discretion, Employer shall endeavor to
apply for and obtain directors' and officers'  liability  insurance to indemnify
and insure Employer and Employee from such liability or loss.

         f) 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.

         g) 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.

         h) 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.  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.

         i) Arbitration.  Any controversy or claim arising out of or relating to
this  Agreement  or  alleged  breach  of this  Agreement,  shall be  settled  by
arbitration in accordance with the Commercial  Arbitration Rules of the American
Arbitration  Association,  and judgment on the award rendered by the arbitrators
may be  entered  in any  court  having  jurisdiction.  There  shall be three (3)
arbitrators,  one (1) to be chosen  directly  by each party and the third  (3rd)
arbitrator to be selected by the two (2) arbitrators so chosen. 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. Other costs of the arbitration,  including the cost of
any record or transcripts of the  arbitration,  administrative  fees, the fee of
the third (3rd) arbitrator,  and all other fees and costs shall be borne equally
by the parties.

         j)  Attorneys'  Fees and  Costs.  If any  action at law or in equity is
brought by a party upon or arising out of this Agreement or its termination, 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 he may be entitled.

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         IN WITNESS  WHEREOF,  the parties hereto have set their hands this 22nd
day of  May,  1996,  in the  City of  Salinas,  County  of  Monterey,  State  of
California.

           EMPLOYER:                 FIRST NATIONAL BANK OF CENTRAL CALIFORNIA

                                     By: /s/ William H. Pope
                                         --------------------------------------
                                     Its:  Executive Committee Chairman
                                         --------------------------------------



           EMPLOYEE:                 /s/ Dennis A. DeCius
                                     --------------------

                                     Dennis A. DeCius
                                     1172 S. Main, #169
                                     Salinas, CA  93901


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