Stipulation and Consent to the Issuance of a Consent Order



 EXHIBIT 10.6 

UNITED STATES OF AMERICA 

DEPARTMENT OF THE TREASURY 

COMPTROLLER OF THE CURRENCY 
  

					
	  In the Matter of:	 	)	  	AA-EC-2010-41
	  Pacific Capital Bank, National Association	 	)	  	
	  Santa Barbara, California	 	)	  	

 STIPULATION AND CONSENT TO THE ISSUANCE 

OF A CONSENT ORDER 

WHEREAS, the Comptroller of the Currency of the United States of America (“Comptroller” or 

“OCC”) intends to initiate cease and desist proceedings against Pacific Capital Bank, National Association, 

Santa Barbara, California (“Bank”), pursuant to 12 U.S.C. § 1818(b), through the issuance of a Notice of 

Charges, for unsafe and unsound banking practices relating to, among other issues, asset quality, management, 

credit risk management, and audit; 

WHEREAS, the Bank, in the interest of compliance and cooperation, and without admitting or denying 

any wrongdoing, consents to the issuance of a Consent Order, dated May 10, 2010 (“Order”) by executing this 

Stipulation and Consent to the Issuance of a Consent Order; 

NOW THEREFORE, the Comptroller, through his authorized representative, and the Bank, through 

its duly elected and acting Board of Directors, 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 

ACKNOWLEDGMENTS 

(1)         The Bank acknowledges that said 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

 Order shall become effective upon its issuance and shall be fully enforceable by the Comptroller under the 

provisions of 12 U.S.C. § 1818. Notwithstanding the absence of mutuality of obligation, or of consideration, or 

of a contract, the Comptroller may enforce any of the commitments or obligations herein undertaken by the 

Bank under his supervisory powers, including 12 U.S.C. § 1818, and not as a matter of contract law. The Bank 

expressly acknowledges that neither the Bank nor the Comptroller has any intention to enter into a contract. 

(2)         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. 

ARTICLE III 

WAIVERS 

(1)         The Bank, by signing this Stipulation and Consent, hereby waives: 

 

	 	(a)	the issuance of a Notice of Charges pursuant to 12 U.S.C. § 1818(b); 


 

	 	(b)	any and all procedural rights available in connection with the issuance of the Order; 


 

	 	(c)	all rights to a hearing and a final agency decision pursuant to 12 U.S.C. § 1818(i) or 


12 C.F.R. Part 19; 
  

	 	(d)	all rights to seek any type of administrative or judicial review of the Order; and 


 

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	 	(e)	any and all rights to challenge or contest the validity of the Order. 


ARTICLE IV 

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/ Ronald Schneck for
	  		 	May 11, 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
	  		 	 May 10, 2010
	 	
	Edward E. Birch	  		 	Date	 	
				
	 /s/ H. Gerald Bidwell
	  		 	 May 10, 2010
	 	
	H. Gerald Bidwell	  		 	Date	 	
				
	 /s/ Richard S. Hambleton, Jr
	  		 	 May 10, 2010
	 	
	Richard S. Hambleton, Jr	  		 	Date	 	
				
	 /s/ D. Vernon Horton
	  		 	 May 10, 2010
	 	
	D. Vernon Horton	  		 	Date	 	
				
	 /s/ S. Lachlan Hough
	  		 	 May 10, 2010
	 	
	S. Lachlan Hough	  		 	Date	 	
				
	 /s/ Roger C. Knopf
	  		 	 May 10, 2010
	 	
	Roger C. Knopf	  		 	Date	 	
				
	 /s/ George S. Leis
	  		 	 May 10, 2010
	 	
	George S. Leis	  		 	Date	 	
				
	 /s/ William Loomis
	  		 	 May 10, 2010
	 	
	William Loomis	  		 	Date	 	
				
	 /s/ John R. Mackall
	  		 	 May 10, 2010
	 	
	John R. Mackall	  		 	Date	 	
				
	 /s/ Richard A. Nightingale
	  		 	 May 10, 2010
	 	
	Richard A. Nightingale	  		 	Date	 	
				
	 /s/ Kathy J. Odell
	  		 	 May 10, 2010
	 	
	Kathy J. Odell	  		 	Date	 	

  

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