Pacific Capital Bancorp (PCBC)

Proposals Requiring Your Vote

Election of Directors. An affirmative plurality of the votes cast is required for the election of Directors. You may vote “for” or “withheld” with respect to the election of Directors. Only votes “for” or “withheld” are counted in determining whether a plurality has been cast in favor of a Director. Brokers have discretionary voting with respect to this proposal.

Ratification of Selection of E&Y. An affirmative vote of a majority of the shares represented and voting is required to ratify the selection of E&Y as our independent registered public accounting firm. Abstentions will have the same effect as a vote “against” the proposal but are counted for purposes of satisfying the quorum requirement. Brokers have discretionary voting with respect to this proposal.

Approval of Non-Binding Advisory Proposal on Compensation of Named Executive Officers. Approval of this proposal requires the affirmative vote of a majority of the shares present at the meeting and entitled to vote. Abstentions will have the same effect as a vote “against” the proposal but are counted for purposes of satisfying the quorum requirement. Brokers have discretionary voting with respect to this proposal.