GREAT-WEST LIFE

         CONTRACTS


<PAGE>

                  CALIFORNIA GUARANTY ASSOCIATION ACT - SUMMARY

      CALIFORNIA LIFE AND HEALTH INSURANCE GUARANTY ASSOCIATION ACT SUMMARY
                             DOCUMENT AND DISCLAIMER

Residents of  California  who purchase  life and health  insurance and annuities
should know that the  insurance  companies  licensed in this state to write this
type of  insurance  are  members of the  California  Life and  Health  Insurance
Guaranty Association (CLHIGA). The purpose of this Association is to assure that
policyholders  will be protected,  within  limits,  in the unlikely event that a
member  insurer  becomes  financially  unable to meet its  obligations.  If this
should happen,  the Guaranty  Association will assess its other member insurance
companies  for the money to pay the claims of insured  persons  who live in this
state  and,  in some  cases,  to keep  coverage  in force.  The  valuable  extra
protection  provided by these insurers  through the Guaranty  Association is not
unlimited,  however, as noted below, and is not a substitute for consumers' care
in selecting insurers.

--------------------------------------------------------------------------------

The California Life and Health  Insurance  Guaranty  Association may not provide
coverage  for this  policy.  If  coverage  is  provided,  it may be  subject  to
substantial  limitations  or  exclusions,  and require  continued  residency  in
California.  You should not rely on coverage by the California  Health Insurance
Guaranty  Association  in  selecting  an  insurance  company or in  selecting an
insurance policy.

Coverage  is NOT  provided  for your  policy  or any  portion  of it that is not
guaranteed  by the  insurer or for which you have  assumed  the risk,  such as a
variable contract sold by prospectus.

Insurance companies or their agents are required by law to give or send you this
notice. However, insurance companies and their agents are prohibited by law from
using the  existence of the Guaranty  Association  to induce you to purchase any
kind of insurance policy.

Policyholders  with additional  questions  should first contact their insurer or
agent, and may then contact:

                               Executive Director
            California Life and Health Insurance Guaranty Association
                                 P.O. Box 70069
                              Los Angeles, CA 90070

                         Allegra Willison, Staff Counsel
                       California Department of Insurance
                          45 Fremont Street, 24th Floor
                         San Francisco, California 94105

--------------------------------------------------------------------------------

                                    Page 1


<PAGE>

            CALIFORNIA GUARANTY ASSOCIATION ACT - SUMMARY (Continued)

The  state  law that  provides  for  this  safety-net  coverage  is  called  the
California Life and Health Insurance Guaranty  Association Act. Below is a brief
summary of this law's  coverages,  exclusions and limits.  This summary does not
cover all  provisions  of the law; nor does it in any way change anyone's rights
or obligations under the act or the right or obligations of the Association.

COVERAGE

Generall,  individuals  will  be  protected  by the  California  Life and Health
Insurance  Guaranty  Association  if they live in this  state and hold a life or
health insurance  contract,  or an annuity, or if they are insured under a group
insurance  contract,  issued by a member insurer.  The beneficiaries,  payees or
assignees of insured persons are protected as well, even if they live in another
state.

EXCLUSIONS FROM COVERAGE

However,  persons  holding  such  policies are not  protected  by this  Guaranty
Association if:

        * Their insurer was not  authorized to do business in this state when it
          issued the policy or contract.

        * Their  policy  was issued by a health  care  service  plan (HMO,  Blue
          Cross, Blue Shield),  a charitable  organization,  a fraternal benefit
          society, a mandatory state pooling plan, a mutual assessment  company,
          an insurance exchange, or a grants and annuities society.

        * They are eligible for protection under the laws of another state. This
          may occur when the insolvent insurer was incorporated in another state
          whose  guaranty  association  protects  insureds who live outside that
          state.

The Guaranty Association also does not provide coverage for:

        * Unallocated annuity contracts; that is, contracts which are not issued
          to and  owned by an  individual  and which  guarantee  rights to group
          contract holders, not individuals.

        * Employer and association  plans, to the extent they are self-funded or
          uninsured.

        * Any  policy or  portion  of a policy  which is not  guaranteed  by the
          insurer or for which the  individual  has assumed the risk,  such as a
          variable contract sold by prospectus.

        * Any policy of reinsurance unless an assumption certificate was issued.

        * Interest rate yields that exceed an average rate.

        * Any portion of a contract that provides dividends or experience rating
          credits.


                                     Page 2

<PAGE>


            CALIFORNIA GUARANTY ASSOCIATION ACT - SUMMARY (Continued)

LIMITS ON AMOUNTS OF COVERAGE

The Act limits the Association to pay benefits as follows:

        * for Life and Annuity Benefits:

          -- 80% of what the  life  insurance  company  would  owe  under a life
          policy or annuity contract up to:

            * $100,000 in cash surrender  values;

            * $100,000  in present  value of  annuities;  or

            * $250,000  in life  insurance  death  benefits.  

          -- a maximum of $250,000  for any one insured  life no matter how many
          policies and contracts  there were with the same company,  even if the
          policies provided different types of coverages.

        * for  Health  Benefits,  a  maximum  of  $200,000  of  the  contractual
          obligations  that the health  insurance  company would owe were it not
          insolvent.  the maximum may increase or decrease  annually  based upon
          changes in the health care cost component of the consumer price index.

PREMIUM SURCHARGE

Member  insurers are required to recoup  assessments  paid to the Association by
way of a surcharge on premiums  charged for insurance  policies to which the Act
applies.


                                     Page 3

<PAGE>
          CALIFORNIA GUARANTY ASSOCIATION ACT - NOTICE OF NON-COVERAGE

           any benefits self-funded by an Employer are NOT covered by
         the California Life and Health Insurance Guaranty Association.

The  following  are not  covered by the  California  Life and  Health  Insurance
Guaranty Association:

        * Unallocated annuity contracts; that is, contracts which are not issued
          to and  owned by an  individual  and which  guarantee  rights to group
          contract holders, not individuals.

        * Employer and association  plans, to the extent they are self-funded or
          uninsured.

        * Any  policy or  portion  of a policy  which is not  guaranteed  by the
          insurer  or for which the  insured  has  assumed  the risk,  such as a
          variable contract sold by prospectus.

        * Any policy of reinsurance unless an assumption certificate was issued.

        * Interest rate yields that exceed an average rate.

        * Any portion of a contract that provides dividends or experience rating
          credits.

A  determination  as to  whether an  insurance  contract  is  covered  under the
Guaranty  Association or whether an annuity contract is allocated or unallocated
must be  initially  made by the insurer  based on its  knowledge of the specific
contract offered.

Also, you are not protected by this Association if:

        * The  insurer was not  authorized  to do business in this state when it
          issued the policy or contract.

        * The policy is issued by a health care service  plan (HMO,  Blue Cross,
          Blue Shield), a charitable organization,  a fraternal benefit society,
          a mandatory  state  pooling  plan,  a mutual  assessment  company,  an
          insurance exchange, or a grants and annuities society.

        * You are eligible for protection under the laws of another state.  this
          may occur when the insolvent insurer was incorporated in another state
          whose  guaranty  association  protects  insureds who live outside that
          state.

Insurance companies or their agents are required by law to give or send you this
notice. however, insurance companies and their agents are prohibited by law from
using the  existence of the Guaranty  Association  to induce you to purchase any
kind of insurance policy.

If you have questions concerning this Notice, you may contact:

                               EXECUTIVE DIRECTOR
            CALIFORNIA LIFE AND HEALTH INSURANCE GUARANTY ASSOCIATION
                                 P. 0. BOX 70069
                              LOS ANGELES, CA 90070


                                     Page 4
<PAGE>


          CALIFORNIA GUARANTY ASSOCIATION ACT - NOTICE OF NON-COVERAGE
                                   (Continued)

                         Allegra Willison, Staff Counsel
                       California Department of Insurance
                          45 Fremont Street, 24th Floor
                         San Francisco, California 94105

Questions  as to  specific  policies  or  annuities  should be  directed  to the
insurance company offering the product.





                                     Page 5


<PAGE>


          Attached to and forming part of the Services Contract between


                   GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY


                                       and

                             PACIFIC CAPITAL BANCORP

The Services Contract which was effective on JANUARY 1,1995 and is dated JANUARY
30, 1995  is hereby  terminated  as of  DECEMBER  31, 1994 and  replaced  by the
attached Services Contract which is effective JANUARY 1, 1995.




Dated at Englewood, Colorado this  13th day of April, 1995.



                   GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY




  /s/ D.C. Lennox                                   /s/  William McCallum
------------------------------                   -------------------------------
Senior Vice-President, General                              President
  Counsel and Secretary


                               /s/ Debe Hickman
                             ------------------------
                                 For the Actuary





The terms of this Contract are accepted by PACIFIC  CAPITAL  BANCORP this       
day of             , 19  .





                                         BY      /s/ Naomi Walling
                                            -----------------------------------


                                         TITLE       VP Human Resources
                                               ---------------------------------


                                     Page 1


<PAGE>


                                SERVICES CONTRACT





This CONTRACT  entered into on JANUARY 1, 1995  (hereinafter  referred to as the
Effective Date)


                                     Between



                  GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY,

                     hereinafter referred to as "Great-West"



                                      -and-



                             PACIFIC CAPITAL BANCORP


                hereinafter referred to as "the Contractholder."




The  Contractholder  has  established  a Health Care Payment Plan or Health Care
Payment  Plan  and  Trust  for  the  benefit  of its  Employees  and  Dependents
(hereinafter referred to as the "Plan").

The  Plan is an  Employee  benefit  plan  within  the  meaning  of the  Employee
Retirement   Income  Security  Act  of  1974  and  the   undersigned   fiduciary
(hereinafter  referred  to as  the  "Fiduciary")  of  the  Plan  hereby  retains
Great-West  to provide  services for the Plan in  accordance  with the following
terms and conditions contained herein.








                                     Page 1

<PAGE>


                             ARTICLE 1 - DEFINITIONS


In this contract unless otherwise specifically provided:

(1)  "Dependent"  and  "Employee"  mean Dependent and Employee as defined by the
     Plan;

(2)  "Anniversary  Date",   "Contract  Months"  and  "Contract  Years"  will  be
     calculated from JANUARY 1, 1995; JANUARY 1 of any year will be known as the
     Anniversary Date;

(3)  "Contract Year" means that period of 12 consecutive  months which begins on
     the ANNIVERSARY DATE.

(4)  "Coverages" provided under the Plan and covered by this contract are:

                                Medical Coverage
                               Dentalcare Coverage
                               Visioncare Coverage
                           Prescription Drug Coverage



                   ARTICLE 2- ADMINISTRATIVE SERVICES AND FEES


Great-West  agrees  to  perform  such  services  involving  the  performance  of
non-discretionary  duties as are  specified in the  Schedule of Services  marked
Schedule  "A",  which is  attached  hereto  and forms part of this  contract  in
accordance with the terms and conditions of this contract.

To facilitate the performance of such duties:

(1)  the  Contractholder  has advised its bank that  Great-West is authorized to
     demand moneys payable by the  Contractholder  for checks issued for benefit
     payments made by Great-West under the Plan.

(2)  Great-West  will initiate  transfers from the  Contractholder's  designated
     bank  account  with  the  Transfer  Frequency  shown  in  Schedule  C.  The
     Contractholder  agrees to maintain  funds in such  account  both before and
     after  termination  of this Services  Contract  which are adequate to cover
     checks issued for benefit  payments  made by Great-West  under the Plan and
     the Deficit  Recoveries defined in the Article entitled Deficit Recovery of
     the Stop-Loss Contract, if any, issued to the Contractholder by Great-West.




                                     Page 2

<PAGE>


            ARTICLE 2 - ADMINISTRATIVE SERVICES AND FEES (Continued)

The  Contractholder  and Fiduciary agree to pay Great-West the fees specified in
the Schedule of Fees marked Schedule "B" which is attached hereto and forms part
of this  contract as  reasonable  compensation  for services  necessary  for the
Plan's operation. The Contractholder and Fiduciary will be jointly and severally
liable for the payment of such fees.  Such fees will be paid as described in the
attached  Schedule B. A grace period of 31 days will be granted for each payment
of fees falling due after the first  payment  during which period this  contract
will remain in force. If any payment is not made within the days of grace,  this
contract will automatically terminate at the end of the grace period. No written
notice of such automatic  termination is required.  If this contract  terminates
for any reason, the Contractholder and Fiduciary will be liable for all payments
due and unpaid,  including a pro-rata  payment for any time this  contract is in
force during the grace period.

TERMINAL FEE

Subject to all  provisions  of this Article 2, a Terminal Fee is due and payable
on the date of  termination of this  contract.  The method of  determining  this
Terminal Fee is shown in the attached Schedule B, SCHEDULE OF FEES.



             ARTICLE 3- FURNISHING OF INFORMATION; ACCESS TO RECORDS

The  Contractholder  and Fiduciary  will furnish  Great-West,  on request,  with
correct and complete  information required by Great-West to provide the services
which Great-West has agreed to perform under this contract,  including,  but not
limited to, a copy of the Plan `and any amendments thereto. The information will
be  furnished  at the  times  and in such  manner  as  Great-West  may  request.
Great-West  will assume that all such  information  is complete and accurate and
will be under no duty to question the accuracy of such information.  Great-West,
at its discretion, may charge additional fees for its services where information
is not furnished, is incomplete or inaccurate or is not furnished at the time or
in the manner as requested.  The  Contractholder  agrees to give  Great-West the
right to inspect and copy the records of the Contractholder  which are pertinent
to the  operation  of the  Plan.  Such  right  will  continue  for  the 5  years
immediately following termination of this contract.

All communications sent to the  Contractholder or Fiduciary from Great-West will
be transmitted to the  Contractholder  at the address appearing below or to such
other  person  and  address  as may  from  time  to time  be  designated  by the
Contractholder in writing. Notice transmitted to the Contractholder as aforesaid
will be considered received by the Contractholder and Fiduciary.  Notice sent to
Great-West  will be directed to the address shown below or to such other address
as Great-West may designate in writing from time to time.


                                      Page 3
<PAGE>


              ARTICLE 4 - AUTHORITY TO CONTROL AND MANAGE THE PLAN

The Contractholder and Fiduciary acknowledge that they have authority to control
and manage the  operation  of the Plan.  It is  expressly  agreed  that under no
circumstances will Great-West be designated as plan administrator or a fiduciary
of the Plan.  Nothing herein will be deemed to constitute  Great-West a party to
the Plan or to confer  upon  Great-West  any  authority  or  control  respecting
management  of  the  Plan,   authority  or  responsibility  in  connection  with
administration  of the Plan or  responsibility  for the terms or validity of the
Plan.  Great-West  will not be  responsible  for any tax liability  which may be
imposed  upon the  Contractholder,  any  fiduciary  or any Employee or Dependent
under the Plan.  The  Contractholder  and  Fiduciary  further agree that nothing
herein will be deemed to impose upon  Great-West  any obligation to any Employee
or Dependent under the Plan.



             ARTICLE 5 - INDEMNIFICATION AND LIMITATION OF LIABILITY


The  Contractholder  and Fiduciary will  indemnify,  protect and hold Great-West
harmless from any loss, liability,  claim or expense (including attorneys' fees,
court costs and  expenses of  litigation)  arising out of any act or omission of
the  Contractholder or Fiduciary in connection with the Plan. The Contractholder
and Fiduciary agree to indemnify Great-West and hold Great-West harmless against
any tax relating to this contract,  including any accrued interest and penalties
levied on such tax, but  excluding any tax based upon  Great-West's  net income.
The terms of this provision will survive the termination of this contract.

Great-West  will not be liable for any act or failure to act, in the exercise of
its powers and performance of its duties hereunder,  which act or failure to act
is performed by Great-West in good faith.

Great-West agrees to indemnify the  Contractholder  and hold the  Contractholder
harmless  against any and all loss,  damage,  and expense  with  respect to this
contract resulting from or arising out of the dishonest,  fraudulent or criminal
acts of Great-West's employees, acting alone or in collusion with others.



                        ARTICLE 6 - CONTRACT TERMINATION


This  contract may be terminated  at any time by either the  Contractholder  and
Fiduciary or Great-West, provided written notice of such termination is given at
least 31 days in advance. In addition, this contract:

(1)  may terminate  immediately upon termination of the Stop-Loss  Contract,  if
     any, between Great-West and the Contractholder, or

(2)  may terminate upon amendment of the Plan in a manner deemed  unsatisfactory
     by  Great-West,  provided that  Great-West  gives 31 days written notice of
     such termination to the Contractholder; or


                                     Page  4

<PAGE>


                  ARTICLE 6 - CONTRACT TERMINATION (Continued)

(3)  will terminate  immediately  upon failure of the  Contractholder  to comply
     with any term or  condition  of this  contract,  such as but not limited to
     failure to:
        
        (A) pay the  Administrative  Fees as  specified  in the  Article of this
            contract entitled  Administrative Services and Fees; or 

        (B) fund  the  bank  account(s)  (referred  to in the  Article  of  this
            contract entitled  Administrative  Services and Fees) established to
            handle payment of the benefits provided under the Plan.

If prior to the date of  termination of this contract,  the  Contractholder  had
elected  Terminal   Protection  under  the  Stop-Loss  Contract  issued  to  the
Contractholder  by Great-West  and such Terminal  Protection is in effect on the
date this contract  terminates,  then Great-West will continue to process claims
after the date of termination of this contract.



                    ARTICLE 7 - AMENDMENT OF SCHEDULE OF FEES

Unless  otherwise  indicated in the Schedule of Fees, the fees shown are for the
first Contract Year. 

Great-West has the right to revise the Schedule of Fees:

(1)  when the Contractholder's Plan is amended; and

(2)  on or after the first  anniversary  of  the Effective Date of this contract
     but not more than once in any 12 month  period,  except as  provided in (4)
     below; and

(3)  when the services described in the Schedule of Services are changed; and

(4)  at any time  during  the first or  subsequent  Contract  Years:

        (A) if the Coverages under the Contractholder's Plan are changed;

        (B) if the  provisions of the  Contractholder's  Plan have to be changed
            because of a change in law; or

        (C) if there is a change in the number of  Employees  and/or  Dependents
            covered under the  Contractholder's  Plan for any Coverages provided
            under the Contractholder's Plan which equals or exceeds:

            (a) 10% in any Contract  Month when  compared to the prior  Contract
                Month; or

            (b) 20% at any time within a Contract Year. In this case, the change
                in the number of  Employees  and/or  Dependents  covered will be
                determined   by  comparing   the  number  of  Employees   and/or
                Dependents  covered for any Coverages under the  Contractholders
                Plan  at  the  beginning  of the  first  Contract  Month  of the
                Contract  Year in question  with the number of Employees  and/or
                Dependents covered for any Coverages under the  Contractholder's
                Plan  at the beginning of any  subsequent  Contract  Month.  The
                Contractholder  agrees  to  make  available  to  Great-West  all
                information necessary to determine such change. If the change in



                                      Page 5
<PAGE>

              ARTICLE 7 - AMENDMENT OF SCHEDULE OF FEES (Continued)

                the number of Employees and/or Dependents covered under the Plan
                is such  that a  change  in fees  results, then Great-West  will
                advise the  Contractholder  of its intention to change the fees.
               

            (D) upon  addition  or  deletion  of  coverage  for   subsidiary  or
                affiliated companies or corporate divisions.


The effective date of the change in fees will be the effective date of the event
in (A), (B), (C) or (D) above that causes such change.



                            ARTICLE 8 - MISCELLANEOUS

(1) An Employee or Dependent under age 65 whose Medical  Coverage under the Plan
ends due to: 

        (A) termination  of  employment;  

        (B) termination  of  employment  in an  eligible  class;  

        (C) change  in  marital  status  (in  the  case  of  a  Dependent);  

        (D) attainment of the limiting age specified in the Plan (in the case of
            a Dependent  child);  or 

        (E) death  of  the  Employee  (in  the  case  of a  Dependent);  OR  

        (F) termination  of the Plan but  only if the  Plan is not  replaced  by
            similar group medical  coverage  within 30 days and such Employee or
            Dependent  had been  covered  under the Plan for at least the 90 day
            period prior to the date the Plan terminated;

        will be entitled to purchase  medical  insurance from  Great-West.  This
        medical insurance is referred to as Health Conversion Coverage.  If such
        Employee has  Dependents who are also covered under the Plan, the Health
        Conversion Coverage may also cover such Dependents.

        NOTE:  Employees  and/or their eligible  Dependents who are eligible for
        the COBRA health  continuation  coverage  provided under the Plan,  will
        only be able to apply for Health  Conversion  Coverage at the end of the
        applicable 18 month or 36 month maximum period of  continuation  allowed
        under COBRA.  This will be the case unless: 

        (A) the Plan  terminates  in its entirety and isn't  replaced by similar
            group medical coverage within 30 days; or

        (B) the Employee  becomes  ineligible for disability  benefits under the
            Social  Security  Act after 18 months  but  before the end of the 29
            month  maximum  period of  continuation  allowed  under COBRA if the
            Employee  is  eligible  for  disability  benefits  under the  Social
            Security Act.

        Issuance of the Health Conversion Coverage will be subject to all of the
        following conditions:


                                     Page 6
<PAGE>


                      ARTICLE 8 - MISCELLANEOUS (Continued)

        (A) No  evidence of insurability is required. 

        (B) The Employee or Dependent is not eligible for Medicare. 

        (C) The  Employee or Dependent is not covered by or eligible for similar
            benefits, as a result of termination of his Medical Coverage.  Under
            any  policy,  contract,  or other  arrangement  for group  insurance
            benefits or services. 

        (D) Written  application and the first premium for the Health Conversion
            Coverage  must be delivered or mailed to Great-West at its Executive
            Offices  in  Englewood,  Colorado  within 31 days  after the date on
            which the covered Employee or Dependent's Medical Coverage under the
            Plan  terminates.  

        (E) The Health Conversion Coverage provides coverage  customarily issued
            by Great-West at the then current rates. Benefits provided under the
            Health Conversion  Coverage may not be the same as those provided by
            the Plan.  

        (F) The Health  Conversion  Coverage is  effective on the next day after
            the date on which coverage under the Plan ceases.

(2) Great-West will have the sole right to make claims under the Subrogation and
    Right of Recovery  Provision  contained in the Plan. In its sole  discretion
    Great-West may litigate, negotiate, settle, compromise, release or waive any
    such claim.  The  Contractholder  hereby  assigns to  Great-West  all of its
    rights to make, litigate,  negotiate,  settle, compromise,  release or waive
    any such claim.

    All  money  recovered  by  Great-West  under  the  Subrogation  and Right of
    Recovery Provision will be distributed as follows: 

        (A) first, to Great-West to be applied to reduce  Great-West  payment of
            Specific   Stop-Loss  Benefits  pursuant  to  the  Article  entitled
            Specific Stop Loss Benefit,  if any, of the Stop-Loss  Contract,  if
            any, issued by Great-West to the  Contractholder  with regard to any
            Employee or  Dependent  against  whom the  Subrogation  and Right of
            Recovery Provision is enforced;  and

        (B) secondly, to Great-West to be applied to reduce Great-West's payment
            of Aggregate  Stop-Loss  Benefits  pursuant to the Article  entitled
            Aggregate Stop Loss Benefit, if any, of the Stop-Loss  Contract,  if
            any, issued by Great-West to the Contractholder; and 

        (C) thirdly, to the Contractholder.

All money  recovered  will be applied to the accounting for the Contract Year in
which the claim giving rise to  subrogation  or Right of Recovery  was paid.  If
claim  expenses  were paid in more than one  Contract  Year,  the money  will be
applied on a pro rata basis in accordance with the amount of claim expenses paid
in each of the Contract Years.

Action taken under the Subrogation and Right of Recovery Provision  contained in
the Plan may result in the incurral of legal  expenses. Such legal expenses will
be borne by  Great-West  and the  Contractholder  in the same  proportion as any
money  recovered  under the  Subrogation  and  Right of  Recovery  Provision  is
distributed between Great-West and the Contractholder. If no money is recovered,
the legal  expenses will be borne by Great-West  and the  Contractholder  in the
same  proportion  that each party's share of claim  payments  bears to the total
amount of claim payments.  Legal expenses will not be used when  calculating the
Specific  Stop-Loss  Benefit pursuant to the Article entitled Specific Stop Loss
Benefit,  if any, or the  aggregate  Stop-Loss  Benefit  pursuant to the Article
entitled Aggregate Stop Loss Benefit, if any, of the Stop-Loss Contract, if any,
issued by Great-West to the Contractholder.

                                     Page 7

<PAGE>


                           ARTICLE 9 - ENTIRE CONTRACT

This contract  contains the entire agreement  between the parties and sets forth
in full the  services to be rendered by  Great-West.  It may only be modified or
amended by written  agreement of the parties  hereto and any  representation  or
statement  not expressly  set forth  hereunder  will not be binding on any party
hereto in any respect.


PACIFIC CAPITAL BANCORP


By  /s/ Naomi Walling     VP Human Resources                  4/13/95
  -----------------------------------------------------------------------------
Signature                      Title                            Date


-------------------------------------------------------------------------------
Fiduciary Signature            Title                            Date

    
-------------------------------------------------------------------------------
Mailing Address of Fiduciary




GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY



By  /s/ Debe Hickman      Asst. Acct. Manager                4/13/95
  -----------------------------------------------------------------------------
Signature                     Title                            Date

Tower 1, Great-West Life Center
8505 E. Orchard Road
Englewood, CO 80111



                                     Page 8
<PAGE>


                                SERVICES CONTRACT

                        SCHEDULE A - SCHEDULE OF SERVICES
<TABLE>

The  following   services  will  be  provided  for  the  administration  of  the
Contractholder's Plan:
<CAPTION>
<S>                                                <C>
Drafting Assistance                                Benefit determination in accordance with the
- Booklet                                               Plan
- Booklet Amendments                               Benefit payments in accordance with the Plan
Standard Allowance for Booklet printing            Monthly Individual Claims Listing
I.D. Card Preparation                              Issued Check Listing 
Standard Allowance for I.D. Card printing          Preparation of Physician payment reports
Preparation of enrollment procedures               Actuarial cost estimates:
Assistance in plan enrollment                      - Open and Unreported claims liabilities
Late applicant underwriting                        - Review of Past Experience
Claim form preparation                             - Projection of future cost
Standard Allowance for Claim form printing         - Legislated changes in benefits
Check preparation                                  - Plan modifications
Standard Allowance for Check printing
</TABLE>

Expenses incurred by Great-West for services not covered or for covered services
beyond standard allowances will be charged as incurred.



                                     Page 1

<PAGE>


                                SERVICES CONTRACT
                          SCHEDULE B - SCHEDULE OF FEES

The Fees for the Services  provided  under the terms of this contract will be as
set forth in the following paragraph.  

The  Contractholder  will pay to  Great-West  an amount  equal to the sum of the
items listed below:

(1)  on the first day of each Contract  Month,  for each Employee  covered under
     the Plan during the Contract Month in question, an amount equal to

     (A) for Medical Coverage, $24.74. 
     (B) for Dentalcare Coverage, $2.14.

(2)  on the first day of each Contract  Month,  for one Dependent  covered under
     the Plan during the  Contract  Month in question an amount equal to 

     (A) for Medical  and PCS  Coverage,  $23.72. 
     (B) for Dentalcare Coverage, $1.91.

(3)  on the first day of each Contract Month, for two or more Dependents covered
     under the Plan during the Contract Month in question an amount equal to 

     (A)for Medical and PCS Coverage, $32.12.
     (B) for Dentalcare Coverage, $3.27.

(4)  an amount equal to $500.00 for each Employee or Dependent who purchases the
     Health  Conversion  Coverage  referred  to  in  Article 8 of this  contract
     during the Contract Month in question.

TERMINAL FEE

On the Date of  termination  of this contract,  the  Contractholder  will pay to
Great-West,

(1)  for each  Employee  covered under the Plan at the beginning of the Contract
     Month  immediately  prior to the date of termination  of this contract,  an
     amount equal to

     (A) for Medical Coverage, $19.26.
     (B) for Dentalcare Coverage, $3.14.

(2)  for one  Dependent  covered under the Plan at the beginning of the Contract
     Month  immediately  prior to the date of  termination  of this  contract an
     amount equal to

     (A) for Medical Coverage, $22.32.
     (B) for Dentalcare Coverage, $3.63.




                                     Page 1

<PAGE>


                                SERVICES CONTRACT
                     SCHEDULE B SCHEDULE OF FEES (Continued)

(3)  for two or more  Dependents  covered under the Plan at the beginning of the
     Contract  Month  immediately  prior  to the  date  of  termination  of this
     contract  an amount  equal to

     (A) for Medical Coverage, $30.81. 
     (B) for Dentalcare Coverage, $5.01.







                                     Page  2


<PAGE>


                        SERVICES CONTRACT SCHEDULE C

Transfer Frequency                                               Weekly with one
                                                                 week delay










                                  Page 1


<PAGE>


          Attached to and forming part of Group Contract No. 256374GSL

                                    issued by

                   GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY

                                       TO

                             PACIFIC CAPITAL BANCORP

The contract (the Deleted  Contract)  which was  effective on January  1,1995 is
hereby  deleted as of December 31, 1994 and  replaced by the  attached  contract
(the Replacement Contract) which is effective January 1, 1995.

Notwithstanding anything to the contrary in the Replacement Contract,

(1) the terms "Contract  Months" and "Contract Year" will be calculated from the
    effective date of the Deleted Contract.

(2)  any deficit which has accrued under the terms of the Deleted Contract prior
     to  January  1,  1995  will be  carried  toward  and  become  a part of the
     Experience Deficit under the Replacement Contract.


Dated at Englewood, Colorado this 13th  day of  April, 1995



                   GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY



  /s/ D.C. Lennox                                   /s/  William McCallum
------------------------------                   -------------------------------
Senior Vice-President, General                              President
  Counsel and Secretary


                               /s/ Debe Hickman
                             ------------------------
                                 For the Actuary




Accepted and attached to the Contract by PACIFIC CAPITAL BANCORP
this  day of                   , 19  .




                                          BY     /s/  Naomi Walling
                                            -----------------------------------


                                          TITLE       VP Human Resources
                                                -------------------------------








                                     Page 1

<PAGE>


                   GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
                     EXECUTIVE OFFICES - ENGLEWOOD, COLORADO


                         APPLICATION FOR GROUP CONTRACT


                             PACIFIC CAPITAL BANCORP




(the Applicant)  hereby applies to Great-West Life & Annuity  Insurance  Company
for Group  Contract  No.  256374GSL  in the form  attached  hereto.  This  Group
Contract has been approved and its terms accepted by the Applicant.



                                                     

Dated at Salinas  this 9th day of May, 1995





                                          PACIFIC CAPITAL BANCORP


/s/   Naomi Walling                                 /s/   Naomi Walling
------------------------------                     -----------------------------
Witness                                         BY





 /s/ Jackson Booth                                    VP Human Resources
-----------------------------                      -----------------------------
Licensed Resident Agent                       Title








                                     Page 1
<PAGE>

                               STOP-LOSS CONTRACT





GREAT-WEST  LIFE & ANNUITY  INSURANCE  COMPANY  (herein  called  Great-West)  in
consideration of the application of


                             PACIFIC CAPITAL BANCORP
                       (herein called the Contractholder)

and in  consideration  of the  payment of premiums  as herein  provided,  hereby
agrees to pay to the Contractholder the benefits as provided herein.

This  contract  will be  effective  from  JANUARY  1, 1995  (herein  called  the
Effective Date).

This contract is not in lieu of and does not affect any requirement for coverage
by Workers' Compensation insurance.

All provisions set forth on the following  pages form a part of this contract as
fully as it the same were stated over the signatures hereto.

IN WITNESS  WHEREOF  Great-West  has caused this  contract to be executed at its
Executive Offices.





  /s/ D.C. Lennox                                  /s  William McCallum
------------------------------                   -------------------------------
Senior Vice-President, General                              President
  Counsel and Secretary


                                /s/  Debe Hickman
                             ------------------------
                                 For the Actuary





Group Health Insurance
GSL-M2

Contract Form No. GSL-190                                Group Contract  No.
                                                         256374GSL
                                                                         GSLl90



                                     Page 1


<PAGE>


                           ARTICLE 1 - DEFINITIONS

(1)  "Aggregate Limitation Factor" is as shown in Schedule "A".

(2)  "Bank Account" means the bank account(s)  established by the Contractholder
     from  which  Great-West  is  authorized  to demand  moneys  payable  by the
     Contractholder for Benefit Payments made under the Plan.

(3)  "Benefit  Payments" for a Contract Month means the sum of checks issued for
     Claim  Payments  made for the Contract  Month under the  provisions  of the
     Plan,  less payments made by Great-West  under the Article of this contract
     entitled Specific Stop-Loss Benefit.

(4)  "Claim Payments" for a Contract Month means payments made by Great-West for
     a Contract Month for benefits  provided  under the terms of the Plan,  less
     any benefit  credits under the plan, such as but not limited to refunds and
     voided checks.  In no event will the amounts paid for  investigation  of or
     defense  against claims be included in  determining  Claim Payments for any
     Contract Month.

     If Great-West  determines  that a claim for benefits  under the Plan for an
     Employee or one of his eligible dependents: 

     (A) is not  payable  in  whole  or in  part;  but 

     (B) the Contractholder  instructs  Great-West to pay an amount greater than
         that determined by Great-West;

     then only the amount determined by Great-West will be considered as a claim
     payment when Great-West calculates:

     (A) the Specific  Stop Loss Benefit for the Employee or Dependent  pursuant
         to the Article of this contract entitled Specific Stop-Loss Benefit;

     (B) the  Aggregate  Stop  Loss  Benefit  pursuant  to the  Article  of this
         contract entitled Aggregate Stop-Loss Benefit.

(5)  "Contract  Months" are  consecutive  periods of one month within a Contract
     Year, except that the last Contract Month terminates at the end of the last
     Contract Year. The first Contract Month begins on the Effective Date.

(6)  "Contract  Year" is any period of 12 months  beginning on an anniversary of
     the  Effective  Date,  except  that the last  Contract  Year  will end upon
     termination of this contract.

(7)  "Coverages"  provided  under the Plan and  covered  by this  Contract  are:
                                Medical Coverage






                                    Page  2


<PAGE>
                       ARTICLE 1 - DEFINITIONS (Continued)

                               Dentalcare Coverage
                               Visioncare Coverage
                           Prescription Drug Coverage

(8)  "Cumulative  Attachment  Level" for a Contract  Month in a Contract Year is
     the sum of the  Monthly  Attachment  Level for the  Contract  Month and the
     Monthly  Attachment Levels for all previous Contract Months in the Contract
     Year.

(9)  "Cumulative Benefit Payments" for a Contract Month in a Contract Year means
     the sum of Benefit Payments for the Contract Month and the Benefit Payments
     for all previous Contract Months in the Contract Year.

(10) "Dependent" and "Employee" and "Employee Class" are as defined in the Plan.

(11) "Experience  Deficit" for the first Contract Month means any aggregate stop
     loss benefits paid by Great-West  for the first  Contract Month pursuant to
     the Article of this contract entitled aggregate Stop-Loss  Benefit. For any
     succeeding Contract Month, "Experience Deficit" means the excess of the sum
     of (A) and (B) over (C) where:  

     (A) is the Experience Deficit for the Previous Contract Month;

     (B) is any aggregate stop loss benefits paid by Great-West for the Contract
         Month pursuant to the Article of this contract  entitled Aggregate Stop
         Loss Benefit; 

     and

     (C) is any reimbursement  made by the  Contractholder to Great-West for the
         Contract  Month  pursuant  to  the  Article  of this contract  entitled
         Deficit Recovery;  

except that in no event will the Experience  Deficit for the last Contract Month
in any  Contract  Year  prior  to the  Contract  Year  in  which  this  Contract
terminates exceed the sum of (D) and (E) where:

     (D) is the  Experience  Deficit for the last Contract Month of the previous
         Contract Year; and

     (E) is the product of the Aggregate  Limitation  Factor and the  Cumulative
         Attachment Level for the Contract Year.

(12) "Exposure"  for a Coverage  and Contract  Month and  Employee  Class is the
     number of Employees in that Employee  Class having that Coverage  under the
     Plan at the  beginning of the second prior  Contract  Month.  For the first
     three Contract  Months of the first Contract Year,  exposure for a Coverage
     and Employee Class is the number of Employees in that Employee Class having
     that Coverage under the Plan at the beginning of the first Contract Month.

     NOTE:  The  term  "Employees"  as  used  in this  definition  will  include
     Employees and/or eligible Dependents whose coverage under the Plan is being
     continued under the COBRA HEALTH CONTINUATION  provision which forms a part
     of the Plan.



                                     Page 3
<PAGE>


                       ARTICLE 1 - DEFINITIONS (Continued)

(13) "Monthly Attachment Factor" is as shown in Schedule "A".

(14) "Monthly  Attachment Level" for a Contract Month before termination of this
     contract,  means the sum for all  Coverages  and  Employee  Classes  of the
     product of the Monthly Attachment Factor multiplied by the exposure.

(15) "Plan" means that part of the Contractholder's  Employee benefit plan which
     is:
 
     (A) administered by Great-West; and

     (B) listed  in the  definition  of  "Coverages";  and 

     (C) in effect on the Effective Date of this contract.

     Any amendments  accepted BY Great-West which are made to the Plan from time
     to time while this contract is in effect are also  included,  provided they
     are  administered  by Great-West and apply to the "Coverages" listed in the
     definition of "Coverages" in this Article of the Contract.

(16) "Premium Factor" is as shown in Schedule "A".

(17) "Specific Stop-Loss Level" is as shown in Schedule "A."

(18) "Terminal Attachment Factor" is as shown in Schedule "A".


                          ARTICLE 2 - CONTRACT PAYMENTS


The  Contractholder  will make funds available in its Bank Account(s)  which are
sufficient to honor all of the  Contractholder's  obligations under the Plan and
under this contract while it is in force and FOR 15 months after this contract's
termination.


                     ARTICLE 3 - SPECIFIC STOP-LOSS BENEFIT


On and after the date  within any  Contract  Year prior to  termination  of this
contract that the Claim Payments made for all Contract  Months in such  Contract
Year for Medical Coverage provided under the Plan for each Employee or Dependent
reach the Specific Stop-Loss Level, Great-West will reimburse the Contractholder
for the  remainder of that  Contract  Year for Claim  Payments made on behalf of
that Employee or Dependent which  are in excess of the Specific Stop-Loss Level.

                                     Page 4
<PAGE>

               ARTICLE 3 - SPECIFIC STOP-LOSS BENEFIT (Continued)

Only Claim Payments made for expenses  incurred after the Effective Date of this
contract will be used when  determining  the Specific  Stop-Loss  Benefit for an
Employee  or  Dependent.  Specific  Stop  Loss  protection  does  not  apply  to
Dentalcare, Visioncare and Prescription Drug Coverage(s).

No Specific  Stop-Loss  Benefit  reimbursements  will BE made by Great-West  for
Claim Payments made after the date of  termination of this contract,  regardless
of when the claim was incurred.

                     ARTICLE 4 - AGGREGATE STOP-LOSS BENEFIT

For each Contract  Month,  Great-West  will reimburse the  Contractholder  in an
amount equal to the positive excess,  if any, of the sum of (1) and (2) over the
sum of (3) and (4) where:

(1)  is the Cumulative Benefit Payments for the Contract Month;

(2)  is the sum of any  reimbursements  made by the Contractholder to Great-West
     for any prior Contract  Months in the Contract Year pursuant to the Article
     of this contract entitled Deficit Recovery;

(3)  is the Cumulative Attachment level for the Contract Month;

(4)  is the sum of any Aggregate  Stop-Loss Benefits paid by Great-West pursuant
     to this Article for any prior Contract Months in the Contract Year.

                          ARTICLE 5 - DEFICIT RECOVERY

At the end of every Contract Month in a Contract Year, the  Contractholder  will
reimburse Great-West for the lesser of:

(1)  the Experience Deficit for the previous Contract Month; and

(2)  the excess,  if any, of:

     (A) the Monthly Attachment Level for the Contract Month; and

     (B) the Benefit Payments for the Contract Month.


                                     Page 5 
<PAGE>


                              ARTICLE 6 - PREMIUMS

The premium for each  Contract  Month is equal to the sum for all  Coverages and
Employee  Classes  under the Plan of the product of the Premium  Factor shown in
Schedule "A", multiplied by the number of Employees covered during that Contract
Month.

The  Contractholder  will pay the  premiums  on or before  the first day of Each
Contract  Month.  A grace  period of 31 days will be granted  for the payment of
each  premium  falling due after the first  premium,  during  which  period this
contract will remain in force. If:

(1)  any  premium is not paid by the  Contractholder  to  Great-West  within the
     grace period, this contract will automatically  terminate at the end of thE
     grace period. no written notice of such automatic  termination is required.
     If this contract  terminates  for any reason,  the  Contractholder  will be
     liable FOR all  premiums  due and unpaid,  including a pro rata premium for
     any time this contract is in force during the grace period.

(2)  a check in payment of the premium due is  returned  to  Great-West  because
     there were not sufficient funds (NSF) in the Contractholder's  Bank Account
     to cover the check, then this contract will automatically  terminate on the
     date on which the grace period for such premium ends. No written  notice of
     such automatic  termination is required.  This will be the case even if the
     check  presented for payment by Great-West is found to be NSF after the end
     of the grace period.

                     ARTICLE 7 - SUBSIDIARIES AND AFFILIATES

Great-West  may approve the inclusion of Employees of subsidiary  and affiliated
companies and their Dependents under this contract.  The Contractholder  will be
liable for the  payment of all amounts due to  Great-West  and for the  adequate
funding of the  Contractholder's  Bank  Account(s)  with regard to employees and
Dependents of subsidiary and affiliated companies.


          ARTICLE 8 - ADMINISTRATION OF THE PLAN, ACCESS TO INFORMATION

The  Contractholder  or his agent will furnish monthly to Great-West and warrant
the accuracy of the number of Employees in each Employee  Class and the types of
Coverage(s) they have under the Plan for such Contract Month.

Great-West  will  have  the  right  to  inspect  and  copy  the  records  of the
Contractholder  and its agent which are  pertinent to the  operation of the Plan
and this contract.  Such right will continue for 5 years  immediately  following
termination of this contract.


                                      Page 6

<PAGE>
                     ARTICLE 9 - AMENDMENTS AND ALTERATIONS

(1)  Unless otherwise  indicated,  the factors shown in Schedule "A" are for the
     first Contract Year.

(2)  Great-West  will have the right to modify the Specific  Stop-Loss Level and
     the  factors  shown in Schedule  "A" on any premium due date,  but not more
     frequently than once in each Contract Year except as provided in (3) below.

(3)  A change in factors  shown in Schedule A can be made at any time during the
     first or subsequent Contract Years:

     (A) if the Coverages provided under the Contractholder's  Plan are changed;
         or

     (B) if the  provisions  of the Contractholder's  Plan  have  to be  changed
         because of a change in law; or 

     (C) if  there is a change  in the  number of  Employees  and/or  Dependents
         covered for any of the  Coverages  provided  under the Contractholder's
         Plan which equals or exceeds:

        (a) 10% in any Contract Month when compared to the prior Contract Month;
            or 

        (b) 20% at any time within a Contract  Year. In this case, the change in
            the number of Employees and/or Dependents covered will be determined
            by comparing the number of Employees and/or  Dependents  covered for
            any Coverages  under the  Contractholder's  Plan AT the beginning of
            the first  Contract  Month OF the Contract Year in question with the
            number of  Employees  and/or  Dependents  covered for any  Coverages
            under the  Contractholder's  Plan at the beginning OF any subsequent
            Contract  Month.  The  Contractholder  agrees TO MAKE  available  to
            Great-West all information  necessary to determine such change.  

     (D) upon  addition  or deletion of coverage  for subsidiary  or  affiliated
         companies or corporate divisions.

     The effective date of the change in factors will be the  effective  date of
     the event in (A), (B), (C) or (D) above that causes such change.


                        ARTICLE 10 - CONTRACT TERMINATION


This contract may be terminated  by either the  Contractholder  or Great-West by
providing 31 days written advance notice to the other party.

In addition, this contract will terminate:

(1)  immediately  upon termination of the Services  Contract between  Great-West
     and the Contractholder; or

(2)  upon amendment of the plan in a manner deemed unsatisfactory by Great-West,
     provided Great-West gives 31 days written notice of such termination to the
     Contractholder.  Great-West  will not be liable under this contract for any
     Benefit  Payments,  Specific  Stop-Loss Benefit  reimbursements,  Aggregate
     Stop-Loss Benefit  reimbursements or any other payment attributable to such
     amendment.

(3)  immediately upon failure of the  Contractholder  to comply with any term or
     condition of this contract, such as but not limited to failure to:

                                     Page 7
<PAGE>

                  ARTICLE 10 - CONTRACT TERMINATION (Continued)

     (A) pay the  premiums as specified  in this  contract;  or

     (B) fund the Bank  Account(s) established to handle Benefit  Payments under
         the Plan.

If the contract  terminates due to the failure of the  Contractholder  to comply
with (3)(A) or (3)(B) above,  the  Contractholder  will be solely liable for all
unpaid Employee and Dependent claims, regardless of when incurred.

If any state or other  jurisdiction  enacts or amends a law or regulation which,
in the opinion of Great-West  prohibits the  continuance  of this contract,  the
contract  will  terminate in respect of that  jurisdiction.  Termination  of the
contract  will  take  place  by the  effective  date of the law,  regulation  oR
amendment as determined by Great-West.


                        ARTICLE 11 - TERMINAL PROTECTION

The Contractholder may elect the Terminal Protection described below on:

(1)  the  Effective  Date of this  contract.  If this is the case,  the Terminal
     Protection becomes effective on the Effective Date of this contract.

(2)  any subsequent  anniversary of the Effective Date. If this is the case, the
     Terminal  Protection  will not become  effective until 12 months after such
     anniversary.

The Contractholder may request deletion of the Terminal  Protection by sending a
request in writing to Great-West  to delete the Terminal Protection.  If he does
so, the deletion of the Terminal  Protection will not become effective until the
date which is 12 months after the end of the Contract  Year in which the request
To Delete the Terminal Protection was received by Great-West.

If the Terminal  Attachment Factor shown in Schedule A is applicable on the date
of termination of this contract, then:

(1)  the following modifications are hereby made to the terms listed below which
     are defined in Article 1 - Definitions:

     (A) the last Contract  Year will also include any months after  termination
         of this contract in which any Claim Payments are made by Great-West.

     (B) the monthly  attachment level for each of the first two Contract Months
         after  termination  of this  contract is the Terminal  Attachment Level
         defined in (2) below.

     (C) the Cumulative Attachment Level will be calculated as follows:



                                      Page 8
<PAGE>

                  ARTICLE 11 - TERMINAL PROTECTION (Continued)

        (a) for the first Contract month following termination of this contract,
            it will be the sum of the Cumulative Attachment Level  for the  last
            Contract Month  before such  termination and the Terminal Attachment
            Level  for  the  first  Contract Month following termination of this
            contract.

        (b) for any other Contract Month following termination of this contract,
            it  will  be  the  sum  of  the Cumulative Attachment  Level for the
            previous contract month and the Terminal Attachment  Level  for  the
            current Contract Month.

     (D) Benefit  payments  will  include the sum of all checks issued for claim
         payments made after  termination  of this contract. The  Contractholder
         agrees to keep his Bank Account(s)  open to facilitate  the handling of
         Claim Payments made after termination of this contract.

(2)  the following definition is hereby added to this contract:

     "Terminal Attachment Level" means:

     (A) for each  of the  first  two  months  just  after  termination  of this
         contract,  the product of (a) and (b) below,  where: 

         (a) is the Terminal Attachment Factor; and

         (b) is the Exposure for the month.

     (B) for each month after that, NIL.

(3)  the Contractholder understands and agrees that:

     (A) The Article of this contract entitled Deficit Recovery is applicable to
         each Contract Month following termination of this contract.

     (B) the Terminal Protection described in this Article is applicable to this
         contract on its  termination, even if there is a succeeding  carrier or
         claims administrator and the succeeding carrier or claims administrator
         agrees to pay claims for expenses incurred by Employees and  dependents
         prior to the termination of this contract.

                      ARTICLE 12 - PARTIES TO THE CONTRACT

The parties to the contract  will be the  Contractholder  and  Great-West.  This
contract  will not create any rights or  obligations  whatsoever  on the part of
Great-West  with  respect  to the  persons  covered  under  the  Plan,  or their
beneficiaries.

                           ARTICLE 13 - MISCELLANEOUS

The Contractholder  agrees to indemnify  Great-West and hold Great-West harmless
against any tax relating to this  contract,  including any accrued  interest and
penalties  levied on such tax, but excluding any tax based upon  Great-West  net
income.  The  terms of this  provision  will  survive  the  termination  of this
contract.


                                     Page 9
<PAGE>

                          ARTICLE 14 - ENTIRE CONTRACT

This contract  contains the entire agreement  between the parties and sets forth
in full the  services to be rendered by  Great-West.  It may only be modified or
amended by written  agreement of the parties  hereto and any  representation  or
statement  not expressly  set forth  hereunder  will not be binding on any party
hereto in any respect.











                                     Page 10


<PAGE>


                               STOP-LOSS CONTRACT
                                   SCHEDULE A

The Level and Factor shown below apply to all Employees in all Employee Classes:

              Specific Stop-Loss Level                               $35,000.00

              Aggregate Limitation Factor                                10.00%

The Coverages and Factors applicable to each Employee Class are shown below:


Employee Class                    Coverages                             Factors

GREAT-WEST CARE

- For Employee Coverage

                                  Monthly Attachment Factor for:
                                  - Medical Coverage                   $103.63
                                  - Dentalcare Coverage                 $16.87

                                  Terminal Attachment Factor for:
                                  - Medical Coverage                   $224.30
                                  - Dentalcare Coverage                 $36.51

                                  Premium Factor for:
                                  - Medical Coverage                    $19.85
                                  - Dentalcare Coverage                  $0.44

- For One Dependent Coverage

                                  Monthly Attachment Factor for:
                                  - Medical Coverage                    $110.57
                                  - Dentalcare Coverage                  $18.00

                                  Terminal Attachment Factor for:
                                  - Medical Coverage                    $259.64
                                  - Dentalcare Coverage                  $42.27

                                  Premium Factor for:
                                  - Medical Coverage                     $34.75









                                     Page 1


<PAGE>


                               STOP-LOSS CONTRACT
                             SCHEDULE A (Continued)

                                  - Dentalcare Coverage                   $0.47

- For Two or More Dependents
  Coverage

                                  Monthly Attachment Factor for:
                                  - Medical Coverage                    $152.65
                                  - Dentalcare Coverage                  $24.85

                                  Terminal Attachment Factor for:
                                  - Medical Coverage                    $358.47
                                  - Dentalcare Coverage                  $58.36

                                  Premium FACTOR FOR:
                                  - Medical Coverage                     $47.99
                                  - Dentalcare Coverage                   $0.65

NOTE:  The  amount  applicable  for an  Employee  covered  for  himself  and his
Dependent(s) is the sum of the amount shown above for Employee  Coverage and the
amount shown above for the applicable Dependent Coverage.

The following  overrides  anything to the contrary  expressed or implied in this
contract.

Action taken under the Subrogation and Right of Recovery Provision  contained in
the Plan may result in the incurral of legal expenses.  Such legal expenses will
be borne by  Great-West  and the  contractholder  in the same  proportion as any
money  recovered  under the  Subrogation  and  Right of  Recovery  Provision  is
distributed between Great-West and the Contractholder. If no money is recovered,
the legal  expenses will be borne by Great-West  and the  Contractholder  in the
same  proportion  that each party's share of Claim  Payments  bears to the total
amount of Claim Payments.  Legal expenses will not be used when  calculating the
Specific  Stop-Loss  Benefit  pursuant to the Article of this contract  entitled
Specific  Stop-Loss  Benefit or the Aggregate  Stop-Loss Benefit pursuant to the
Article of this contract entitled Aggregate Stop-Loss Benefit.

All money  recovered by Great-West  under the  Subrogation and Right of Recovery
Provision of the Plan will be distributed as follows:

(1)  first,  to  Great-West  to be  applied  to reduce  Great-West's  payment of
     Specific  Stop-Loss  Benefits  pursuant  to the  Article  of this  contract
     entitled  Specific  Stop-Loss  Benefit  with  regard  to  the  Employee  or
     Dependent  against whom the Subrogation and Right of Recovery  Provision is
     enforced; and

(2)  secondly,  to  Great-West to be applied to reduce  Great-West's  payment of
     Aggregate  Stop-Loss  Benefits  pursuant  to the  Article of this  contract
     entitled Aggregate Stop-Loss Benefit; and



                                     Page  2
<PAGE>


                               STOP-LOSS CONTRACT
                             SCHEDULE A (Continued)

(3) thirdly, to the Contractholder.

ALL money  recovered  will be applied to the accounting for the Contract Year in
which the claim giving rise to  subrogation  or right of recovery  was paid.  If
claim  expenses  were paid in more than one  Contract  Year,  the money  will be
applied on a pro rata basis in accordance with the amount of claim expenses paid
in each of the Contract Years.












                                     Page 3


<PAGE>


                   GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
                     EXECUTIVE OFFICES - ENGLEWOOD, COLORADO


                          APPLICATION FOR GROUP POLICY


                             PACIFIC CAPITAL BANCORP




(the Applicant)  hereby applies to Great-West Life & Annuity  Insurance  Company
for Group Policy No.  256374GL in the attached  form. The Applicant has approved
this Group Policy and has accepted its terms.





Dated at Salinas this 9th day of May 1995





                                            PACIFIC CAPITAL BANCORP

/s/  Naomi Walling                           /s/  Naomi Walling
-------------------------------             ----------------------------------
Witness                                     BY




   /s/ Jackson Booth                                 VP Human Resources
-------------------------------            -------------------------------------
Licensed Resident Agent                    Title





                                     Page 1


<PAGE>

                   GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
                     EXECUTIVE OFFICES - ENGLEWOOD, COLORADO
                                  (the Company)

AGREES, under the application of

                             PACIFIC CAPITAL BANCORP
                            (the Group Policyholder)

to insure the lives of  Employees  (Insured  Persons)  according to the terms of
this policy.

This policy is issued in consideration of the payment of the required  premiums.
The Life Insurance and Accidental Death,  Dismemberment and Loss of Sight (AD&D)
benefits  to  which  an  Insured   Person  is  entitled  are  described  in  the
Booklet/Certificate which is attached to and forms a part of this policy.

Group Policy Effective Date:

This policy will take effect on JANUARY  1, 1995 at 12:01 a.m., standard time at
the Group Policyholder's address.

Currency:

All money payable under this policy is payable in the lawful money of the United
States of America.

All provisions:

(1) on the following pages of this policy; and

(2) in the sections of the Booklet/Certificate  that apply to Life Insurance and
    AD&D Benefits;

form a part of this policy as fully as IF THEY were  stated over the  signatures
below and are referred to herein as the Group Policy.

This policy has been executed by the Company at its Executive Offices.



  /s/ D.C. Lennox                                    /s/ William McCallum
------------------------------                   ------------------------------
Senior Vice-President, General                            President
    Counsel and Secretary



                                 /s/ Debe Hickman
                            ------------------------
                                 For the Actuary



Group Term Life Insurance
- Contributory
- Non-Participating

Policy Format No. GL 193              Group Policy No. 256374GL             BPL1





                                     Page  1

<PAGE>
                            MISCELLANEOUS PROVISIONS

(1)  Insurance months and years start from the Group Policy Effective Date.

(2)  The Group  Policyholder's  actions will bind the Employer.  Notice given to
     the Group Policyholder is considered to be notice given to an Employer.

(3)  All requests,  notices,  proofs of claim and  applications  must be made in
     writing to the Company at its Executive Offices.

(4)  Words of the masculine gender include the feminine.                    BPL2



                                    PREMIUMS
PAYMENT

The first  premium is due on the  effective  date of this  policy.  After  that,
premiums are due on the first day of each insurance month. Premiums must be paid
at the  Company's  Executive  Offices.  Any  premium not paid on time will be in
default.

GRACE PERIOD

After the first  premium has been paid,  31 days are allowed to pay a premium in
default.  During this time, the policy will stay in force. If the premium is not
paid by the end of the days of grace,  this  policy  will  terminate.  The Group
Policyholder  is liable for a pro rata  premium  for the time this  policy is in
force during the grace period and for all other unpaid premiums.

CALCULATION

The amount of each premium is the sum of the premiums for each insured Employee.
If a premium  has been  waived  for an  Employee  under the  DISABILITY  BENEFIT
section,  it will not be included in the calculation.  Until the company changes
the rate, it will be:

(1) $0.22 for each $1,000 of Life Insurance then in force.

(2) $0.02 for each $1,000 of AD&D (Principal Sum) then in force.

(3) $1.85 for each Employee  insured in respect of his  Dependents for Dependent
    Life Insurance.

                                     Page 2
<PAGE>

                              PREMIUMS (Continued)


ADJUSTMENTS

The  premiums  will be adjusted  retroactively  to reflect  changes in insurance
amounts.  The Company must be notified promptly of a change.  For a decrease in,
or termination of, insurance, a credit will be given only for the 4 month period
prior to receipt of such notice.

EXPERIENCE RATING

After the end of the first insurance year or at any time after that, this policy
may be experience rated by the Company.                                     BPL3

RENEWAL CHANGES

After the end of the first  insurance  year,  the Company may change the premium
rates.  Changes  can be made on the first day of any  insurance  month.  Written
notice will be sent to the Group  Policyholder  31 days before a change is made.
Once the change is made,  the Company  cannot make another change for 12 months.
However, a change can be made at any time if:

(1) the policy provisions are changed at the request of the Group Policyholder;

(2) there is a change in benefits  required by a change in state or federal law;
    or

(3) there is a change in the number of Employees insured under this policy which
    equals or exceeds: 

    (A) 10% in any  insurance  month when  compared  to the  previous  insurance
        month; or

    (B) 20% at any time within an insurance  year when compared to the number of
        Employees insured in the first month of that insurance year;

except that no increase in premium  rates will take effect  before 31 days after
the date written notice of such increase is given to the Group  Policyholder  by
the Company.                                                               BPL34



                                     Page 3


<PAGE>

                               GENERAL PROVISIONS

FURNISHING OF INFORMATION: ACCESS TO RECORDS

The Group Policyholder must forward to the Company:

(1)  required information about the eligibility of Employees;

(2)  any Employee applications; and

(3)  details about changes in insurance.

The  Company  may  inspect  the  Group  Policyholder's   records  of  Employees'
insurance.  Such  inspection  can take place  while this  policy is in force and
during the first year after it terminates.

ENTIRE CONTRACT

The contract consists of:

(1)  this policy;

(2)  the attached application for this policy;

(3)  any Employee applications; and

(4)  any notices of Proof of Good Health.

Except for fraud, statements made by the Group Policyholder,  or by an Employee,
are deemed representations and not warranties. Only statements contained in:

(1)  the Group Policyholder's application for this policy;

(2)  any Employee applications; or

(3)  any notices of Proof of Good Health;

will void any  insurance  under  this  policy,  or be used in defense to a claim
under it.

AUTHORITY

The  provisions  of this  policy  cannot be changed or waived  except by written
agreement. Such agreement must be signed by:

(1)  the President, or a Vice-President; and

(2)  the Secretary, or Actuary;




                                     Page 4
<PAGE>

                         GENERAL PROVISIONS (Continued)

of the Company. Only by such a signed agreement can:

(1)  a premium in default be accepted;

(2)  the time for a premium payment be extended;

(3)  any of the  Company's  rights be  waived;

(4)  the Company be bound by any promise regarding benefits; or

(5)  any applications be accepted.                                         BPL4

INDIVIDUAL BOOKLET/CERTIFICATE

The Company will issue  Booklet/Certificates  to the Group  Policyholder to give
each insured Employee. Such Booklet/Certificate will:

(1)  describe the insurance to which an Employee is entitled;

(2)  describe the CONVERSION PRIVILEGE;

(3)  detail how an Employee's insurance can reduce or terminate; and

(4)  state that the Employee may inspect this policy at the Group Policyholder's
     office.                                                               BPL4a


                            TERMINATION OF THE POLICY


The Group  Policyholder  may  terminate  this  policy by giving 31 days  written
notice to the Company.

The Company may terminate this policy:

(1)  if the Group Policyholder fails to:

     (A) adhere to the terms and conditions set out in this policy; or

     (B) pay the required premium as set out in the PREMIUMS section; or

(2)  if the number of insured Employees is less than
 
     (A) 25; or

     (B) 75% of those eligible for insurance.

The Company must give written notice of termination to the Group Policyholder 31
days in advance.                                                           BPL5



                                      Page 5
<PAGE>

        To be attached to and made part of the Group Policy No. 256374GL

                                    issued by

                   GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
                                       to


                             PACIFIC CAPITAL BANCORP


This Group Policy is hereby deleted as of January 31, 1995 and replaced with the
attached Group Policy.



Dated at Englewood, Colorado this 13th day of April, 1995

                   GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY



   /s/ D.C. Lennox                                    /s/ William McCallum
------------------------------                   ------------------------------
Senior Vice-President, General                            President
    Counsel and Secretary



                                 /s/ Debe Hickman
                            ------------------------
                                 For the Actuary




Accepted and attached to the Contract by PACIFIC CAPITAL BANCORP
this      day of                       , 19  .




                                        BY   /s/  Naomi Walling
                                          -------------------------------------

                                        TITLE  VP Human Resources
                                             ----------------------------------

   
                                     Page 1
<PAGE>

                   GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY
                     EXECUTIVE OFFICES - ENGLEWOOD, COLORADO
                                  (the Company)

AGREES, under the application of

                             PACIFIC CAPITAL BANCORP
                            (the Group Policyholder)

to insure the lives of  Employees  (Insured  Persons)  according to the terms of
this policy.

This policy is issued in consideration of the payment of the required  premiums.
The Life Insurance and Accidental Death,  Dismemberment and Loss of Sight (AD&D)
benefits  to  which  an  Insured   Person  is  entitled  are  described  in  the
Booklet/Certificate which is attached to and forms a part of this policy.

Group Policy Effective Date:

This policy will take effect on FEBRUARY 1,1995 at 12:01 a.m.,  standard time at
the Group Policyholder's address.

Currency:

All money payable under this policy is payable in the lawful money of the United
States of America.

All provisions:

(1) on the following pages of this policy; and

(2) in the sections of the Booklet/Certificate  that apply to Life Insurance and
AD&D Benefits;

form a part of this policy as fully as if they were  stated over the  signatures
below and are referred to herein as the Group Policy.

This policy has been executed by the Company at its Executive Offices.


   /s/  D.C. Lennox                                  /s/  William McCallum
------------------------------                   ------------------------------
Senior Vice-President, General                            President
    Counsel and Secretary



                                /s/ Debe Hickman
                            ------------------------
                                 For the Actuary


Group Term Life Insurance
- Contributory
- Non-Participating

Policy Format No. GL 193               Group Policy No. 256374GL           BPL1


                                     Page 1
<PAGE>

                            MISCELLANEOUS PROVISIONS

(1) Insurance months and years start from the Group Policy Effective Date.

(2)  The Group  Policyholder's  actions will bind the Employer.  Notice given to
     the Group Policyholder is considered to be notice given to an Employer.

(3)  All requests,  notices,  proofs of claim and  applications  must be made in
     writing to the Company at its Executive Offices.

(4)  Words of the masculine gender include the feminine.                   BPL2


                                    PREMIUMS


PAYMENT

The first  premium is due on the  effective  date of this  policy.  After  that,
premiums are due on the first day of each insurance month. Premiums must be paid
at the  Company's  Executive  Offices.  Any  premium not paid on time will be in
default.

GRACE PERIOD

After the first  premium has been paid,  31 days are allowed to pay a premium in
default.  During this time, the policy will stay in force. If the premium is not
paid by the end of the days of grace,  this  policy  will  terminate.  The Group
Policyholder  is liable for a pro rata  premium  for the time this  policy is in
force during the grace period and for all other unpaid premiums.






                                     Page 2


<PAGE>


                              PREMIUMS (Continued)

CALCULATION

The amount of each premium is the sum of the premiums for each insured Employee.
If a premium  has been  waived  for an  Employee  under the  DISABILITY  BENEFIT
section,  it will not be included in the calculation.  Until the Company changes
the rate, it will be:

(1)  $0.22 for each $1,000 of Life Insurance then in force.

(2)  $0.02 for each $1,000 of AD&D (Principal Sum) then in force.

(3)  $1.85 for each Employee  insured in respect of his Dependents for Dependent
     Life Insurance.


(4)  for Optional Life  Insurance,  an amount  determined in accordance with the
     following schedule,  based on the individual's age on the date on which the
     premium is calculated.

<TABLE>
<CAPTION>

     <S>                                   <C>                                  <C>   
     Age of individual on date of          Premium Rate for each                Premium Rate for each
     calculation                           $1,000 of Optional Life              $1,000 of Optional Life
                                           Insurance, Non-Tobacco               Insurance, Tobacco User
                                           User Rates                           Rates

     under age 20                           $0.09                               $0.14     
     at least 20 but under age 25            0.09                                0.14      
     at least 25 but under age 30            0.10                                0.15      
     at least 30 but under age 35            0.11                                0.16      
     at least 35 but under age 40            0.12                                0.23      
     at least 40 but under age 45            0.17                                0.34      
     at least 45 but under age 50            0.27                                0.54      
     at least 50 but under age 55            0.41                                0.84      
     at least 55 but under age 60            0.65                                1.34      
     at least 60 but under age 65            0.95                                1.90      
     at least 65 but under age 70            1.39                                2.70      
     at least 70 but under age 75            2.28                                4.03      
     at least 75 but under age 80            3.89                                5.75      
     at least 80 but under age 85            6.30                                8.76      
     at least 85                             9.58                               13.56     
                                                                                        
</TABLE>

ADJUSTMENTS

The  premiums  will be adjusted  retroactively  to reflect  changes in insurance
amounts.  The Company must be notified promptly of a change.  For a decrease in,
or termination of, insurance, a credit will be given only for the 4 month period
prior to receipt of such notice.


                                     Page  3
<PAGE>

                              PREMIUMS (Continued)

EXPERIENCE RATING

After the end of the first insurance year or at any time after that, this policy
may be experience rated by the Company.                                    BPL3

RENEWAL CHANGES

After the end of the first  insurance  year,  the Company may change the premium
rates.  Changes  can be made on the first day of any  insurance  month.  Written
notice will be sent to the Group  Policyholder  31 days before a change is made.
Once the change is made,  the Company  cannot make another change for 12 months.
However, a change can be made at any time if:

(1) the policy provisions are changed at the request of the Group Policyholder;

(2) there is a change in benefits  required by a change in state or federal law;
    or

(3) there is a change in the number of Employees insured under this policy which
    equals or exceeds:  

    (A) 10% in any  insurance  month when  compared  to the  previous  insurance
        month; or

    (B) 20% at any time within an insurance  year when compared to the number of
        Employees insured in the first month of that insurance year;

except that no increase in premium  rates will take effect  before 31 days after
the date written notice of such increase is given to the Group  Policyholder  by
the Company.                                                               BPL3a


                           GENERAL PROVISIONS


FURNISHING OF INFORMATION: ACCESS TO RECORDS

The Group Policyholder must forward to the Company:

(1)  required information about the eligibility of Employees;

(2)  any Employee applications; and

(3)  details about changes in insurance.

The  Company  may  inspect  the  Group  Policyholder's   records  of  Employees'
insurance.  Such  inspection  can take place  while this  policy is in force and
during the first year after it terminates.



                                     Page  4
<PAGE>

                         GENERAL PROVISIONS (Continued)

ENTIRE CONTRACT

The contract consists of:

(1)  this policy;

(2)  the attached application for this policy;

(3)  any Employee applications; and

(4)  any notices of Proof of Good Health.

Except for fraud, statements made by the Group Policyholder,  or by an Employee,
are deemed representations and not warranties. Only statements contained in:

(1)  the Group Policyholder's application for this policy;

(2)  any Employee applications; or

(3)  any notices of Proof of Good Health;

will void any  insurance  under  this  policy,  or be used in defense to a claim
under it.

AUTHORITY

The  provisions  of this  policy  cannot be changed or waived  except by written
agreement. Such agreement must be signed by:

(1)  the President, or a Vice-President; and

(2)  the Secretary, or Actuary;

of the Company. Only by such a signed agreement can:

(1)  a premium in default be accepted;

(2)  the time for a premium payment be extended;

(3)  any of the Company's rights be waived;

(4)  the Company be bound by any promise regarding benefits; or

(5)  any applications be accepted.                                         BPL4




                                     Page 5
<PAGE>

                         GENERAL PROVISIONS (Continued)

INDIVIDUAL BOOKLET/CERTIFICATE

The Company will issue  Booklet/Certificates  to the Group  Policyholder to give
each insured Employee. Such Booklet/Certificate will:

(1)  describe the insurance to which an Employee is entitled;

(2)  describe the CONVERSION PRIVILEGE;

(3)  detail how an Employee's insurance can reduce or terminate; and

(4)  state that the Employee may inspect this policy at the Group Policyholder's
     office.                                                               BPL4a


                            TERMINATION OF THE POLICY

The Group  Policyholder  may  terminate  this  policy by giving 31 days  written
notice to the Company.

The Company may terminate this policy:

(1)  if the Group  Policyholder fails to: 

     (A) adhere to the terms and conditions set 

     (B) pay the required  premium as set out in the PREMIUMS section; or

(2)  if the number of insured Employees is less than
   
     (A) 25; or

     (B) 75% of those eligible for insurance.

The Company must give written notice of termination to the Group Policyholder 31
days in advance.                                                           BPL5





                                      Page 6

<PAGE>

           Attached to and forming part of the Services Agreement for
                        Flexible Benefits Account between


                    GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY


                                        and
                              PACIFIC CAPITAL BANCORP


The Services  Agreement  for Flexible  Benefits  Account  which was effective on
JANUARY  1,  1995 and is dated  JANUARY  30,  1995 is  hereby  terminated  as of
DECEMBER  31,1994 and replaced by the attached  Services  Agreement for Flexible
Benefits Account which is effective JANUARY 1, 1995.




Dated at Englewood, Colorado this 13th day of April 1995

                    GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY



  /s/  D.C. Lennox                                /s/  William McCallum
------------------------------                   ------------------------------
Senior Vice-President, General                            President
    Counsel and Secretary



                              /s/ Debe Hickman
                            ------------------------
                                 For the Actuary





The terms of this Agreement are accepted by PACIFIC CAPITAL BANCORP
this        day of               , 19  .



                                            BY   /s/ Naomi Walling
                                               --------------------------------


                                            TITLE   VP Human Resources
                                                 ------------------------------

                                     Page 1

<PAGE>

                SERVICES AGREEMENT FOR FLEXIBLE BENEFITS ACCOUNT


AGREEMENT  entered  into on JANUARY  1,1995  between  GREAT-WEST  LIFE & ANNUITY
INSURANCE COMPANY, hereinafter referred to as "GREAT-WEST" and

                             PACIFIC CAPITAL BANCORP
                (hereinafter referred to as "the Contractholder")

It is  hereby  provided  that the  Contractholder  has  established  a  Flexible
Benefits   Account  Plan  for  the  benefit  of  its  Employees  and  Dependents
(hereinafter  referred to as the  "Plan").  The purpose of that Plan is to offer
eligible  Employees a choice of benefits under a plan that is designed to comply
with  Sections  105,  106,  125 and 129 of the  Internal  Revenue  Code  and the
regulations issued thereunder.  The Contractholder  hereby retains GREAT-WEST to
provide certain services for the Plan in accordance with the following terms and
conditions.

DEFINITIONS

Unless  specifically  defined  herein,  the  meaning  of all terms  used in this
Agreement  will be the same as those used in the Plan  and/or  the group  health
policy/plan sponsored by the Contractholder.

ADMINISTRATIVE SERVICES

Great-West   agrees  to  perform   services   involving   the   performance   of
non-discretionary  duties as specified in the SCHEDULE OF SERVICES (Schedule A),
which is attached to and forms part of this Agreement.

To facilitate the performance of such duties, the Contractholder agrees to:

(1)  establish  a  bank  account  for  all  deposits  made  under  the Plan. The
     Contractholder  will inform  Great-West  of the  appropriate  bank  account
     number  and  transit  number  and  will  send to  Great-West  a copy of the
     corresponding  MICR  Sheet/Specification  Sheet and any  other  information
     necessary to enable  Great-West to produce benefit payment checks from that
     account.

(2)  provide Great-West with a monthly list of:

     (A) Employees who have  elected to  participate  under each of the  options
         described in the Plan; and
     (B) the  amounts deposited  into the bank  account  in respect of each such
         Employee.




                                     Page 1
<PAGE>

          SERVICES AGREEMENT FOR FLEXIBLE BENEFITS ACCOUNT (Continued)

FURNISHING OF INFORMATION; ACCESS TO RECORDS

The  Contractholder  will  furnish  Great-West,  on  request,  with  correct and
complete  information  required  by  Great-West  to provide the  services  which
Great-West has agreed to perform under this Agreement. Great-West  will have the
right to inspect the records of the  Contractholder  which are  pertinent to the
operation of the Plan.

AUTHORITY TO CONTROL AND MANAGE THE PLAN

The Contractholder  acknowledges that he has authority to control and manage the
operation of the Plan. It is expressly agreed that under no  circumstances  will
Great-West be designated as plan administrator or a fiduciary of the Plan.

INDEMNIFICATION AND LIMITATION OF LIABILITY

The Contractholder will indemnify, protect and hold Great-West harmless from any
loss,  liability,  claim or expense (including  attorney's fees, court costs and
expenses of litigation) arising out of any act or omission of the Contractholder
in  connection  with the  Plan.  Any  premium  or  other  tax  assessed  against
Great-West  in  respect of the Plan will be borne by the  Contractholder.  In no
event will  incorrect  determination  of any  benefit be the  responsibility  of
Great-West.

AGREEMENT TERMINATION

This  Agreement may be terminated  at any time by either the  Contractholder  or
Great-West,  provided  written notice of such  termination is given at least one
month  in  advance.  In  addition,   Great-West  may  terminate  this  Agreement
immediately upon:

(1)  the date Great-West no longer insures or provides  administrative  services
     for any  group  life,  health,  dental  or  401(k)  plan  sponsored  by the
     Contractholder.

(2)  amendment  of the Plan in a manner  deemed  unsatisfactory  by  Great-West,
     provided  that  Great-West   provides  31  days'  written  notice  of  such
     termination to the Contractholder.

(3)  failure of the  Contractholder to comply with any term or condition of this
     agreement.

In the event of termination of this Agreement, Great-West will have the right to
stop processing claims immediately on the effective date of such termination.




                                     Page 2

<PAGE>

          SERVICES AGREEMENT FOR FLEXIBLE BENEFITS ACCOUNT (Continued)


PACIFIC CAPITAL BANCORP


 /s/  Naomi Walling                     VP Human Resources Mgr.
-------------------------------------------------------------------------------
Authorized Signature, Title and Date




-------------------------------------------------------------------------------
Mailing Address, City, State and Zip Code

GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY



 /s/  Debe Hickman                         Asst. Acct. Manager      4/13/95
-------------------------------------------------------------------------------
Authorized Signature, Title and Date
Great-West Life Center, Tower 1
8505 E. Orchard Road
Englewood, CO 80111





                                     Page 3
<PAGE>

                      SCHEDULE A - SCHEDULE OF SERVICES

Description of Services                                      Covered in this
                                                             Agreement (Yes/No)
Drafting Assistance                                          Yes
  Plan Document
  Plan Amendments
Employee brochure and worksheet                              Yes
Enrollment forms                                             Yes
Assistance in Plan enrollment                                Yes
Claim forms                                                  Yes
Benefit determination in accordance                          Yes
 with the Plan
Benefit payments in accordance                               Yes
 with the Plan
Direct payment of benefits to Plan                           Yes
  participants
Claim reports                                                Yes
Check register                                               Yes
Discrimination Testing                                       Yes







                                  Page 4

<PAGE>

                     FLEXIBLE BENEFITS ACCOUNT PLAN DOCUMENT


                     Flexible Benefits Account Plan Document
                                For Employees of


                             PACIFIC CAPITAL BANCORP


Effective Date:

This FBA Plan  Document  will take  effect  on  JANUARY  1, 1995 at 12:01  a.m.,
standard time at the Employer's address.

All provisions:

(1)  on the following pages of this FBA Plan Document; and

(2)  in the Flexible  Benefits  Account  section of the Booklet;

form a part of this FBA Plan  Document  as fully as if they were stated over the
signatures below.

IN WITNESS  WHEREOF,  PACIFIC CAPITAL BANCORP has executed this Plan Document at
                    on this         day of        , 19  .

PACIFIC CAPITAL BANCORP




by   /s/  NAOMI WALLING
   --------------------------------


      VP Human Resources Mgr.
   --------------------------------
               Title

  


                                     Page 1
<PAGE>

                                     PURPOSE

The purpose of this Plan is to otter eligible Employees of the Employer a choice
of benefits under a plan that is designed to comply with Sections  105, 106, 125
and 129 of the Internal Revenue Code and the regulations issued thereunder.

The following options are available to eligible Employees under this Plan:

(1) PREMIUM EXPENSE CONVERSION ACCOUNT.

(2) HEALTH CARE ACCOUNT.

(3) DEPENDENT CARE ACCOUNT.

The  benefits  provided  under  these  options  are  described  in  the  BENEFIT
PROVISIONS section of this Plan.



                                   FORFEITURES


Any amount  remaining in an  Employee's  Dependent  Care Account and Health Care
Account  after  all  claims  have  been  processed  for that  Plan  Year will be
forfeited.  These  amounts will be deposited  into the  Employer's  benefit plan
surplus.  When this  happens,  the Employee  will have no further  claim to such
amounts.






                                     Page 2

<PAGE>

                                 ADMINISTRATION

The operation of the Plan will be under the  supervision of the Employer's  Plan
Administrator. It will be a principal duty of the Plan Administrator to see that
the Plan is carried  out in  accordance  with its terms,  and for the  exclusive
benefit of Employees entitled to participate in the Plan. The Plan Administrator
will have full  power to  administer  the Plan in all of its  details;  subject,
however,  to the  pertinent  provisions of the Internal  Revenue Code.  The Plan
Administrator's  powers will include,  but will not be limited to, the following
authority, in addition to all other powers provided by this Plan:

(1)  to make and enforce such rules and  regulations  as the Plan  Administrator
     deems necessary or proper for the efficient administration of the Plan;

(2)  to decide all  questions  concerning  the Plan and the  eligibility  of any
     person to  participate in the Plan and to receive  benefits  provided under
     the Plan;

(3)  to interpret the Plan,  the Plan  Administrator's  interpretations  in good
     faith to be final and conclusive on all persons claiming benefits under the
     Plan;

(4)  to review reimbursement  requests and to authorize the payment of benefits;
     and

(5)  to appoint such agents. counsel, accountants,  consultants and actuaries as
     may be required to assist in administering the Plan.


                         AMENDMENT OR TERMINATION OF PLAN


The  Employer,  at any time or from  time to time,  may  amend any or all of the
provisions  of the Plan without the consent of any Employee.  No amendment  will
have the effect of reducing  any benefit  election of any  Employee in effect at
the time of such amendment, unless such amendment is made to comply with federal
law or local statute or regulations.

The Employer  reserves the right to terminate  the Plan, in whole or in part, at
any time. In the event the Plan is terminated, no further additions will be made
to any Employee's accounts,  but all benefits will continue to be paid according
to the elections in effect until:

(1)  the end of the Plan Year in which the Plan termination occurs; or

(2)  the balances of all accounts have been reduced to zero;

whichever occurs first.

Any amounts  remaining at the end of the Plan Year (and after the  processing of
all  claims  for such  Plan  Year)  in which  Plan  termination  occurs  will be
forfeited and deposited in the benefit plan surplus of the Employer.


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<PAGE>

                                   SEVERABILITY

If any provision of the Plan is held invalid or unenforceable, its invalidity or
unenforceability  will not affect any other provisions of the Plan, and the Plan
will be  construed  and  enforced  as if such  provision  had not been  included
herein.












































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