Additional Letter Agreement



 Exhibit 10.2 
 November 21, 2008 
 United States
Department of the Treasury 
 1500 Pennsylvania Avenue, NW 
 Washington, D.C. 20220 
 Pacific Capital Bancorp 
 1021
Anacapa Street 
 Santa Barbara, CA 93101 
 Ladies and Gentlemen:

 Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms dated of even date
herewith (the “Securities Purchase Agreement”) by and among United States Department of Treasury (“Investor”) and Pacific Capital Bancorp (“Company”). Investor and Company desire to set forth herein
certain additional agreements regarding Company’s commitment to the holder of the Preferred Shares after the closing of the transactions contemplated by the Securities Purchase Agreement. Terms that are defined in the Securities Purchase
Agreement are used in this letter agreement as so defined. 
 In order to comply with California Corporations Code §212(a), the Company
has modified section 7(b) of the Standard Provisions of the Certificate of Designations attached as Exhibit A to the Securities Purchase Agreement (the “Certificate of Designations”) to provide in pertinent part as follows:

 “Whenever, at any time or times, dividends payable on the shares of Designated Preferred Stock have not been paid for an aggregate of
six quarterly Dividend Periods or more, whether or not consecutive, the holders of the Designated Preferred Stock shall have the right, with holders of shares of any one or more other classes or series of Voting Parity Stock outstanding at the time,
voting together as a class, to elect two directors...” 
 By its execution hereof, the Company hereby confirms and agrees that as of
the date hereof and at all times while any shares of the Designated Preferred Stock are outstanding it shall maintain a range of directors of the Company that will permit the holder of the Preferred Shares to elect two directors in accordance with
said section 7(b). Currently, Section 3.2.1 (the “Applicable Provision”) of the Company’s bylaws (the “Bylaws”) provides for a range of directors of no less than nine (9) and no more than seventeen
(17). At all times while any shares of the Designated Preferred Stock are outstanding, the Company shall not fill more than fifteen (15) director positions. In the event the Company desires to increase the number of directors beyond fifteen
(15), then the Company shall be required to amend the Bylaws to increase the maximum directors to always allow for at least two open director seats for the holders of the Preferred Shares to elect in accordance with Section 7(b) of the Standard
Terms of the Certificate of Determination of Preferences of Series B Fixed Rate Cumulative Perpetual Preferred Stock of Pacific Capital Bancorp (and to amend the bylaws to provide that such provision may not be modified, amended or repealed by the
Company’s board of directors (or any committee thereof) 









 United States Department of Treasury 
 Pacific Capital Bancorp 
 November 21, 2008 
  


 
or without the affirmative vote and approval of (x) the stockholders and (y) the holders of at least a majority of the shares of Designated
Preferred Stock outstanding at the time of such vote and approval). 
 In addition, by its execution hereof, the Company hereby confirms and
agrees that it will, within 15 days after the date of this letter agreement, amend the Applicable Provision by adding the following sentence at the end thereof: 
 “Notwithstanding anything in these bylaws to the contrary, for so long as the Series B Fixed Rate Cumulative Perpetual Preferred Stock (the “Designated Preferred Stock”) is outstanding:
(i) whenever, at any time or times, dividends payable on the shares of Designated Preferred Stock have not been paid for an aggregate of six quarterly Dividend Periods (as defined in the Certificate of Determination for the Designated Preferred
Stock) or more, whether or not consecutive, the authorized number of directors shall automatically be increased by two (but shall in no event be increased to a number of directors that is greater than the maximum number of directors set forth in
Section 3.2.1 of these bylaws); and (ii) this sentence may not be modified, amended or repealed by the board of directors (or any committee thereof) or without the affirmative vote and approval of (x) the stockholders and (y) the
holders of at least a majority of the shares of Designated Preferred Stock outstanding at the time of such vote and approval.” 
 The
parties hereto acknowledge that there would be no adequate remedy at law if the Company fails to perform any of its obligations under this letter agreement and that the Investor may be irreparably harmed by any such failure, and accordingly agree
that the Investor, in addition to any other remedy to which it may be entitled at law or in equity, to the fullest extent permitted and enforceable under applicable law shall be entitled to compel specific performance of the obligations of the
Company under this letter agreement without the necessity of proving the inadequacy of monetary damages as a remedy or the posting of a bond. 
 This letter agreement and the Certificate of Designations constitute the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, between the parties with respect to
the subject matter hereof. 
 This letter agreement may be executed in counterparts, each of which shall be deemed an original and all of
which shall together constitute one and the same instrument. This letter agreement shall be governed in all respects, including as to validity, interpretation and effect, by the internal laws of the State of California, without giving effect to the
conflict of laws rules thereof. 
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 United States Department of Treasury 
 Pacific Capital Bancorp 
 November 21, 2008 
 Signature Page 
  

 In witness whereof, this letter agreement has been duly executed by the authorized representatives of
the parties hereto as of the date first above written. 
  

			
	PACIFIC CAPITAL BANCORP
		
	By:	 	 /s/ GEORGE S. LEIS

	Name:	 	George S. Leis
	Title:	 	President & CEO
		
	By:	 	 /s/ STEPHEN V. MASTERSON

	Name:	 	Stephen V. Masterson
	Title:	 	Executive Vice President & CFO
	
	 UNITED STATES DEPARTMENT OF
 THE
TREASURY

		
	By:	 	 /s/ NEEL KASHKARI

	Name:	 	Neel Kashkari
	Title:	 	 Interim Assistant Secretary for
 Financial
Stability