CERTIFICATE OF RESTATEMENT
OF ARTICLES OF INCORPORATION
PACIFIC CAPITAL BANCORP,
a California Corporation
WILLIAM S. THOMAS, JR. and CAROL M. KELLEHER certify that:
1. They are the President and the Secretary, respectively, of PACIFIC CAPITAL BANCORP, a California corporation.
2. The Articles of Incorporation of this Corporation are restated to read as follows:
The name of the Corporation is: PACIFIC CAPITAL BANCORP.
The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized
under the General Corporation Law of California, other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California Corporations Code.
THIRD: AUTHORIZED STOCK
This Corporation is authorized to issue two classes of stock to be designated, respectively, ‘Common Stock’ and
‘Preferred Stock.’ The total number of shares which the Corporation is authorized to issue is 81,000,000 shares, without par
value, of which 80,000,000 shares shall be Common Stock, without par value, and 1,000,000 shares shall be Preferred Stock,
without par value.
The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby
authorized, within the limitations and restrictions stated in these Articles of Incorporation, to determine or alter the rights,
preferences, privileges and restrictions granted to or imposed upon a wholly unissued series of Preferred Stock, and the
number of shares constituting any such series and the designation thereof, or any of them; and to increase or
decrease the number of shares constituting any such series and the designation thereof, or any of them; and to increase or
decrease the number of shares of any series subsequent to the issue of shares of that series, but not below the number of
shares of such series then outstanding.