Pacific Capital Bancorp Amended & Restated Key Employee Retiree Health Plan

Exhibit 10.1.5


PACIFIC CAPITAL BANCORP


1998 AMENDED AND RESTATED


KEY EMPLOYEE RETIREE HEALTH PLAN


December 30, 1998

PACIFIC CAPITAL BANCORP


1998 AMENDED AND RESTATED


KEY EMPLOYEE RETIREE HEALTH PLAN


THIS 1998 AMENDED AND RESTATED KEY EMPLOYEE RETIREE HEALTH PLAN (" Plan" ) is adopted by PACIFIC CAPITAL BANCORP, a California corporation (" Bancorp" ), with reference to the following facts:

RECITALS:

A. Santa Barbara Bank and Trust, a California corporation (" SBBT" ), is a wholly owned subsidiary corporation of Bancorp.

B. SBBT originally adopted this Plan effective December 29, 1992, in order to provide health and dental insurance to retired employees of SBBT, and later amended this Plan pursuant to (i) that certain First Amendment dated effective January 1, 1996 (the " First Amendment" ), and (ii) that certain Second Amendment dated effective January 1, 1997 (the " Second Amendment" ).


C. In a merger transaction (the " Merger Transaction" ) that closed effective December 30, 1998, (i) Pacific Capital Bancorp, a California corporation (" Target" ), was merged with and into Bancorp, and (ii) Bancorp changed its name to " Pacific Capital Bancorp," and as a result of that transaction and name change Bancorp now owns all the outstanding capital stock of not only SBBT but also other corporations.

D. Bancorp desires to adopt this Plan in order to (i) adopt this Plan for the benefit of all eligible employees of Bancorp and all of its wholly owned subsidiary corporations, (ii) incorporate the terms of the First Amendment and the Second Amendment, and (iii) reflect the Merger Transaction.

PLAN:

NOW, THEREFORE, Bancorp, intending to be legally bound, hereby adopts the following Plan.


1. DEFINITIONS

For purposes of this Plan, each of the following terms shall have the meaning set forth below:


1.1 " Affiliate" means each corporation in which Bancorp now or hereafter owns (directly or indirectly through ownership of any subsidiary corporation) all the outstanding capital stock.

1.2 " Bancorp" means PACIFIC CAPITAL BANCORP, a California corporation formerly known as " SANTA BARBARA BANCORP."


1.3 " Cause" means (a) any act of personal dishonesty taken by the Participant in connection with his or her responsibilities as an Employee and intended to result in substantial personal enrichment of the Participant, (b) the Participant' s conviction of a felony, (c) a willful act by the Participant which constitutes


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gross misconduct and which is injurious to any of the Retention Companies, or (d) continued substantial violations by the Participant of the Participant' s employment duties which are demonstrably willful and deliberate on the Participant' s part after there has been delivered to the Participant a written demand for performance which specifically sets forth the factual basis for the Retention Company' s belief that the Participant has not substantially performed his or her duties. Notwithstanding the foregoing or anything in this Plan to the contrary:

1.3.1 Cause shall not be deemed to exist under clause (c) or (d) of this Section unless and until (i) there shall have been delivered to the Participant a written notice stating that the Participant was guilty of the conduct described in such clause and specifying the particulars thereof in detail and (ii) the Participant shall have been provided an opportunity to be heard by the Board (with the assistance of the Participant' s counsel if the Participant so desires); and


1.3.2 No act or omission on the Participant' s part shall be considered " willful" or " deliberate" unless the Participant has acted, or failed to act, with an absence of good faith and without a reasonable belief that his or her action or failure to act was in the best interest of the Retention Company.

1.4 " Change of Control" means:

1.4.1 The occurrence of any of the following events:

A. An acquisition (other than directly from the Retention Company) of any voting securities of the Retention Company by any person (as that term is used for purposes of Section 13(d) or Section 14(d) of the Exchange Act), immediately after which such person has beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty-five percent (35%) or more of the combined voting power of the Retention Company' s then outstanding voting securities; provided that in determining whether a Change of Control has occurred, voting securities which are acquired in a Non-Control Acquisition shall not constitute an acquisition which would cause a Change of Control;

B. A cumulative change in the composition of the Board of Directors of the Retention Company occurring during any two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors; provided that no individual shall be considered an Incumbent Director if such individual initially assumed office as a result of either an actual or threatened Election Contest (as described in Rule 14a-11 promulgated under the Exchange Act) (an " Election Contest" ) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board of Directors of the Retention Company (a " Proxy Contest" ) including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest; or

C. Approval by the shareholders of the Retention Company of:

(1) A merger, consolidation or reorganization involving the Retention Company, unless such merger, consolidation or reorganization is or would be a Non-Control Transaction;


(2) A complete liquidation or dissolution of the Retention Company, unless, as evidenced by resolution of the Board of Directors of the Retention Company, (a) such liquidation or dissolution is effected primarily for the purpose of consolidating the business and assets of the liquidating or dissolving Retention Company with those of one or more other Retention Companies and (b) the principal business of the liquidating or dissolving Retention Company is continued by the surviving Retention Company immediately after such liquidation or dissolution; or


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(3) An agreement for the sale or other disposition of all or substantially all of the assets of the Retention Company to any person other than one or more other Retention Companies or one or more Subsidiaries of a Retention Company.

1.4.2 If any of the events described in Section 1.4.1, above, occur:


A. With respect to Bancorp or SBBT, then a Change of Control shall be deemed to have occurred with respect to all of the Retention Companies; or


B. Only with respect to FNBCC or Mortgage, a Change of Control shall be deemed to have occurred only with respect to FNBCC or Mortgage as appropriate.

1.4.3 Notwithstanding the foregoing, a Change of Control shall not be deemed to occur solely because any person (the " Subject Person" ) acquired beneficial ownership of more than the permitted amount of the then outstanding voting securities of the Retention Company as a result of the acquisition of voting securities by the Retention Company which, by reducing the number of voting securities then outstanding, increases the proportional number of voting securities beneficially owned by the Subject Person; provided that if a Change of Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Retention Company, and, after such acquisition by the Retention Company, the Subject Person becomes the beneficial owner of any additional voting securities of such Retention Company which increases the percentage of the then outstanding voting securities beneficially owned by the Subject Person, then a Change of Control shall occur.

1.5 " Change of Control Date" means:

1.5.1 The earliest of:

A. The date on which the Change of Control occurs;

B. The date on which the Retention Company executes an agreement, the consummation of which would result in the occurrence of a Change of Control;


C. The date on which the Board of Directors of the Retention Company approves a transaction or series of transactions, the consummation of which would result in a Change of Control; and

D. The date Bancorp fails to satisfy its obligations to have this Plan assumed by any successor to a Retention Company involved in the Change of Control in accordance with Section 7 hereof.


1.5.2 If the Change of Control Date occurs as a result of an agreement described in Section 1.5.1B, above, or as a result of the approval of the Board described in Section 1.5.1C, above, and the Change of Control to which such agreement or approval relates (the " Contemplated Change of Control" ) subsequently is abandoned or does not occur (regardless of the reason for such abandonment or failure of occurrence), then effective as of the date (the " Reset Date" ) of adoption of a resolution of the Board of Directors of the Retention Company approved by three-fourths (3/4ths) of the Incumbent Directors then in office certifying that the Contemplated Change of Control is not reasonably likely to occur, neither the Change

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of Control nor the Change of Control Date shall be deemed to have occurred for any purposes under this Plan; provided that this sentence shall not apply (A) to any Participant whose Termination of Employment with a Retention Company effected by such Change of Control has occurred on and after the Change of Control Date and on or prior to the Reset Date or (B) if the Contemplated Change of Control subsequently occurs within three (3) months of the Reset Date. Following the Reset Date, the provisions of the Plan shall remain in effect until the Plan is terminated in accordance with the provisions of Section 8 hereof, and a new Severance Window Period shall commence upon the occurrence of a subsequent Change of Control Date.

1.5.3 Notwithstanding Sections 1.5.1 and 1.5.2, above, if a Participant' s employment with a Retention Company effected by such Change of Control terminates prior to the Change of Control Date (regardless of whether or not the contemplated Change of Control is subsequently abandoned or does not occur and whether or not a Reset Date is established) and it is reasonably demonstrated that such termination of employment (a) was at the request of the third party who has taken steps reasonably calculated to effect the Change of Control or (b) otherwise arose in connection with or in anticipation of the Change of Control, then, solely with respect to the affected Participant, the Change of Control Date means the date immediately prior to the date of such Participant' s Termination of Employment and the second sentence of Section 2.7.1 shall not apply.

1.6 " Code" means the Internal Revenue Code of 1986, as amended.


1.7 " Coverage" means, in each Plan Year, coverage under a Group Health Insurance Plan.


1.8 " Dependent" means, with respect to each Eligible Retiree, each person other than a Spouse who meets the definition of a " dependent" with respect to the Eligible Retiree under a Group Health Insurance Plan.


1.9 " Effective Date" means December 30, 1998.


1.10 " Eligible Retiree" means each Former Employee (other than a person who, in the current Plan Year or any preceding Plan Year, is or has been a Key Employee) who satisfies the eligibility criteria set forth in Section 2.1.1, below.


1.11 " Employee" means each person who is a common law employee of Bancorp or any Affiliate of Bancorp.


1.12 " Employer" means Bancorp and each Affiliate of Bancorp.

1.13 " ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

1.14 " Excluded Key Employee" means each person who (a) has been a " Key Employee" during any plan year under any plan previously maintained by SBBT to provide health insurance coverage to retired employees, and (b) had terminated employment with SBBT prior to adoption of this Plan on December 29, 1992.


1.15 " FNBCC" means First National Bank of Central California, a national banking organization and wholly owned subsidiary of Bancorp, some of the branches of which operates under the name " South Valley National Bank," as well as each entity acquired by or merged with or into First National Bank of Central California.


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1.16 " Former Employee" means each person who previously has been an Employee but who, as of the time the determination of the person' s employment status is being made, no longer is an Employee as a result of an event or circumstance other than the death of such person.

1.17 " Group Health Insurance Plan" means, in each Plan Year, each group medical insurance plan and each group dental insurance plan under which Bancorp offers medical or dental insurance coverage to Employees in such Plan Year.


1.18 " Hour of Service" means each hour for which an Employee (a) is directly or indirectly compensated or entitled to compensation from the Employer for the performance of duties during the applicable computation period; (b) is directly or indirectly compensated or entitled to compensation by the Employer (irrespective of whether the initial employment relationship has terminated) for reasons other than the performance of duties ( e.g. , such as vacation, holidays, sickness, jury duty, disability, lay-off, military duty or leave of absence) during the applicable computation period; or (c) is awarded back pay or for which the Employer agrees to pay back pay without regard to mitigation of damages.

1.18.1 Period To Which Credited . All hours shall be credited to the Employee for the computation period to which the award or agreement concerning back pay pertains rather than to the computation period in which the award, agreement, or payment is made. The same Hours of Service shall not be credited under (a) or (b), as the case may be, and under (c), above.

1.18.2 Limitations on Crediting . Notwithstanding any provision of this Plan to the contrary, (a) no more than 501 Hours of Service shall be credited to an Employee on an account of any single continuous period during which the Employee performs no duties (whether or not such period occurs in a single computation period); (b) an hour for which an Employee is directly or indirectly paid or entitled to payment, on account of a period during which no duties are performed, is not required to be credited to the Employee if such payment is made or due under a plan maintained solely for the purpose of complying with applicable worker' s compensation, or unemployment compensation or disability insurance, laws; and (c) Hours of Service are not required to be credited for a payment which solely reimburses an Employee for medical or medically related expenses incurred by the Employee.

1.18.3 Regulations . The definition of " Hours of Service" shall be determined in accordance with the definition of that term set forth in Department of Labor Regulations a72530.200b-2(b)&(c), the terms of which are incorporated herein by this reference.

1.19 " Incumbent Directors" for any Retention Company means Directors of the Retention Company who either (a) are Directors of the Retention Company as of the Effective Date, or (b) are elected, or nominated for election, to the Board of the Retention Company by the affirmative vote of at least a majority of the Incumbent Directors at the time of such election or nomination; provided that, for purposes of clause (b) of this Section, an individu ...