Modification of Existing Consent Order



 Exhibit 10.28 

UNITED STATES OF AMERICA 

DEPARTMENT OF THE TREASURY 

COMPTROLLER OF THE CURRENCY 
  

					
	 In the Matter of:

Pacific Capital Bank, National Association

Santa Barbara, California
	  	)
 )

)
	  	 AA-EC-2010-86

modifies AA-EC-2010-41



MODIFICATION OF EXISTING CONSENT ORDER 

WHEREAS, the Comptroller of the Currency of the United States of America (“Comptroller”), through his National Bank
Examiner, has supervisory authority over Pacific Capital Bank, National Association, Santa Barbara, California (“Bank”); 

WHEREAS, the Comptroller issued a Consent Order dated May 11, 2010 to the Bank; 

WHEREAS, the Comptroller, through his authorized representative, and the Bank, through its duly elected and acting Board of
Directors (“Board”), have entered into an Operating Agreement dated 9-2-10; 
 WHEREAS, the Comptroller has
determined it is appropriate for the Operating Agreement to replace Article III of the Consent Order; 
 WHEREAS, in the
interests of cooperation, the Bank, by and through its Board, has executed a Stipulation and Consent to the Issuance of this Modification of Existing Consent Order (“Modification Order”), dated 9-2-10, that is accepted by the Comptroller;

 WHEREAS, by this Stipulation and Consent to the Modification Order, which is incorporated by reference, the Bank has
consented to the issuance of this Modification Order by the Comptroller; 
 NOW, THEREFORE, pursuant to the authority
vested in him by the Federal Deposit Insurance Act, as amended, 12 U.S.C. § 1818, the Comptroller hereby orders that: 

Article III of the May 11, 2010 Consent Order shall be and is terminated. Articles I, II, and IV through XIX of the Consent Order
shall remain in effect without modification. 
 IT IS SO ORDERED, this 2nd day of September, 2010. 

 

	
	 /s/    Henry Fleming        


	 Henry Fleming

Director

Special Supervision Division









 UNITED STATES OF AMERICA 

DEPARTMENT OF THE TREASURY 

COMPTROLLER OF THE CURRENCY 
  

					
	 In the Matter of:

Pacific Capital Bank, National Association
 Santa
Barbara, California
	  	)
 )

)
	  	 AA-EC-2010-86

modifies AA-EC-2010-41



STIPULATION AND CONSENT TO THE ISSUANCE OF A MODIFICATION OF EXISTING 

CONSENT ORDER 

WHEREAS, the Comptroller issued a Consent Order dated May 11, 2010 to the Bank; 

WHEREAS, the Comptroller, through his authorized representative, and the Bank, through its duly elected and acting Board of
Directors (“Board”), have entered into an Operating Agreement dated 9-2-10; 
 WHEREAS, the Comptroller has
determined it is appropriate for the Operating Agreement to replace Article III of the Consent Order; 
 NOW, THEREFORE,
the Comptroller, through his authorized representative, and the Bank, through its Board, hereby stipulate and agree to the following: 

ARTICLE I 

JURISDICTION 

(1) The Bank is a national banking association chartered and examined by the Comptroller pursuant to the National Bank Act of 1864, as
amended, 12 U.S.C. § 1 et seq. 
 (2) The Comptroller is “the appropriate Federal banking
agency” regarding the Bank, pursuant to 12 U.S.C. §§ 1813(q) and 1818(b). 
 (3) The Bank is an
“insured depository institution” within the meaning of 12 U.S.C. § 1818(b)(1). 
 ARTICLE II 

 AGREEMENT 

(1) The Bank hereby consents and agrees to the issuance of the Modification of Existing Consent Order (“Modification Order”) by
the Comptroller. 
 (2) The Bank acknowledges that said Modification Order shall be deemed an “order issued with the
consent of the depository institution,” as defined in 12 U.S.C. § 1818(h)(2), and consents and acknowledges that said Modification Order shall become effective upon its issuance. The Comptroller may fully enforce any of the
commitments or obligations undertaken by the Bank in the remaining provisions of the existing Consent Order under his supervisory powers, including 12 U.S.C. § 1818, and not as a matter of contract law. 

(3) The Bank expressly acknowledges that neither the Bank nor the Comptroller has any intention to enter into a contract. The Bank also
expressly acknowledges that no officer or employee of the Comptroller has statutory or other authority to bind the United States, the U.S. Treasury Department, the Comptroller, or any other federal bank regulatory agency or entity, or any officer or
employee of any of those entities to a contract affecting the Comptroller’s exercise of his supervisory responsibilities. 
  

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 ARTICLE III 

CLOSING PROVISIONS 

(1) The provisions of this Stipulation and Consent shall not inhibit, estop, bar, or otherwise prevent the Comptroller from taking any
other action affecting the Bank if, at any time, the Comptroller deems it appropriate to do so to fulfill the responsibilities placed upon him by the several laws of the United States of America. 

IN TESTIMONY WHEREOF, the undersigned, authorized by the Comptroller as his representative, has hereunto set his hand on behalf of the
Comptroller. 
  

					
	 /s/    Henry Fleming        

	 		 	 September 2, 2010

	Henry Fleming	 		 	Date
	Director	 		 	
	Special Supervision Division	 		 	

  

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 IN TESTIMONY WHEREOF, the undersigned, as the duly elected and acting Board of Directors of
the Bank, have hereunto set their hands on behalf of the Bank. 
  

					
	 /s/    Edward E.
Birch        
	 	 	  	 August 31, 2010

	Edward E. Birch	 		  	Date
			
	 /s/    H. Gerald
Bidwell        
	 	 	  	 August 31, 2010

	H. Gerald Bidwell	 		  	Date
			
	 /s/    Gerald J.
Ford        
	 	 	  	 August 31, 2010

	Gerald J. Ford	 		  	Date
			
	 /s/    Richard S. Hambleton,
Jr        
	 	 	  	 August 31, 2010

	Richard S. Hambleton, Jr	 		  	Date
			
	 /s/    D. Vernon
Horton        
	 	 	  	 August 31, 2010

	D. Vernon Horton	 		  	Date
			
	 /s/    S. Lachlan
Hough        
	 	 	  	 August 31, 2010

	S. Lachlan Hough	 		  	Date
			
	 /s/    Roger C.
Knopf        
	 	 	  	 August 31, 2010

	Roger C. Knopf	 		  	Date
			
	 /s/    George S.
Leis        
	 	 	  	 August 31, 2010

	George S. Leis	 		  	Date
			
	 /s/    William R. Loomis,
Jr.        
	 		  	 August 31, 2010

	William R. Loomis, Jr.	 		  	Date
			
	 /s/    John R.
Mackall        
	 		  	 August 31, 2010

	John R. Mackall	 		  	Date
			
	 /s/    Richard A.
Nightingale        
	 		  	 August 31, 2010

	Richard A. Nightingale	 		  	Date
			
	 /s/    Kathy J. Odell        

	 		  	 August 31, 2010

	Kathy J. Odell	 		  	Date
			
	 /s/    Carl B. Webb        

	 		  	 August 31, 2010

	Carl B. Webb	 		  	Date

  

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