CERTIFICATE OF AMENDMENT
ARTICLES OF INCORPORATION
WILLIAM S. THOMAS, JR. and CAROL M. KELLEHER certify that:
They are the President and Secretary, respectively, of PACIFIC CAPITAL BANCORP , a California corporation.
II. Article THIRD of the Articles of Incorporation is hereby amended to read as follows:
“ 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 101,000,000 shares,
without par value, of which 100,000,000 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. In case the number of shares of any series should be
so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of
the resolution originally fixing the number of shares of such series.
Pursuant to such authority, the Board of Directors of the Corporation has duly adopted the following recitals
and resolutions, referred to herein as the Certificate of Determination:
WHEREAS, the Articles of Incorporation of this corporation