INAMED CORP, T-3/A, 1998-10-27

INAMED CORP
T-3/A, 1998-10-27
ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES

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------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

------------------------

FORM T-3/A

FOR APPLICATION FOR QUALIFICATION OF INDENTURE UNDER
THE TRUST INDENTURE ACT OF 1939

INAMED CORPORATION
- --------------------------------------------------------------------------------
(NAME OF APPLICANT)

3800 Howard Hughes Boulevard, Suite 900, Las Vegas, Nevada 89109
- --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED

TITLE OF CLASS AMOUNT

Senior Subordinated Secured Notes due $19,605,715
1999

Approximate date of proposed public offering: NOVEMBER 5, 1998

Name and Address of Agent for Service: Ilan K. Reich, INAMED Corporation, 3800
Howard Hughes Parkway, Suite 900, Las Vegas, Nevada 89101.

The applicant hereby amendes this application for qualification on such date or
dates as may be necessary to delay its effectiveness until (i) the 20th day
after the filing of a further amendment which specifically states that it shall
supersede this application, or (ii) such date as the Commission, acting pursuant
to Section 307(c) of the Act, may determine upon the written request of the
applicant.

<PAGE>
CONTENTS OF AMENDMENT NO. 1 TO APPLICATION FOR QUALIFICATION

This Amendment No. 1 to the applicant's Application for Qualification
of Indenture on Form T-3 filed on October 15, 1998 (File No. 022-22399)(the
"Application") is submitted to file the statement of eligibility and
qualification of the Trustee under the Indenture to be qualified.

This Amendment comprises:

(a) Pages numbered 1 to 5, consecutively;

(b) The statement of eligibility and qualification of the Trustee under the
Indenture to be qualified (on Form T-1 hereby incorporated by reference to
Exhibit 99 attached hereto);

(c) The following exhibits, in addition to those filed as a part of the
statement of eligibility and qualification of the Trustee:

(i) Exhibit T3A -- Articles of Incorporation (Incorporated
herein by reference to Exhibit 3.1 of the
Company's Financial Report on Form 10-K
for the year ended December 31, 1995
(Commission File No. 0-7101)

(ii) Exhibit T3B -- Bylaws (Incorporated herein by reference
to Exhibit 3.2 of the Company's Financial
Report on Form 10-K for the year ended
December 3,1 995 (Commission File No. 0-
7101)

(iii) Exhibit T3C -- Indenture between the Company and Santa
Barbara Bank and Trust, as trustee.

(iv) Exhibit T3D -- Not applicable.

(v) Exhibit T3E.1 -- Securities Exchange Agreement by and
between Inamd Corporation and the
Securityholders signatory thereto dated
October 7, 1998

(vi) Exhibit T3E.2 -- Form of Subordinated Security Agreement

(vii) Exhibit T3E.3 -- Form of Subordindated Guarantee and
Security Agreement

(viii) Exhibit T3E.4 -- Form of Subordindated Guarantee Agreement

-2-

<PAGE>

(ix) Exhibit T3E.5 -- Form of Security

(x) Exhibit T3E.6 -- Form of Exchange Warrant

(xi) Exhibit T3E.7 -- Form of Warrant

(xii) Exhibit T3E.8 -- Form of Registration Rights Agreement

(xiii) Exhibit T3F -- Cross-Reference Sheet

(xiv) Exhibit 99[1] -- Form T-1 Statement of Eligibility under
the Trust Indenture Act of 1939, as
amended, of Santa Barbara Bank & Trust, as
Trustee with respect to the Notes.

- --------
1 Filed herewith. All other exhibits have been previously filed.

-3-
<PAGE>
SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, the
applicant, INAMED Corporation, a corporation organized and existing under the
laws of Florida, has duly caused this application to be signed on its behalf by
the undersigned, thereunto duly authorized, and its seal to be hereunto affixed
and attested, all in the city of Las Vegas, Nevada on October 27, 1998.

(SEAL)

INAMED CORPORATION

/s/ Tom K. Larson, Jr.
----------------------------------------
Name: Tom K. Larson, Jr.
Title: Chief Financial Officer

ATTEST

/s/ Carol Brennan
- ----------------------------
Name: Carol Brennan
Title: Secretary

-4-
<PAGE>
EXHIBIT INDEX

(i) Exhibit T3A -- Articles of Incorporation (Incorporated
herein by reference to Exhibit 3.1 of the
Company's Financial Report on Form 10-K for
the year ended December 31, 1995 (Commission
File No. 0-7101)

(ii) Exhibit T3B -- Bylaws (Incorporated herein by reference to
Exhibit 3.2 of the Company's Financial Report
on Form 10-K for the year ended December 3,1
995 (Commission File No. 0- 7101)

(iii) Exhibit T3C -- Indenture between the Company and Santa
Barbara Bank and Trust, as trustee.

(iv) Exhibit T3D -- Not applicable.

(v) Exhibit T3E.1 -- Securities Exchange Agreement by and between
Inamd Corporation and the Securityholders
signatory thereto dated October 7, 1998

(vi) Exhibit T3E.2 -- Form of Subordinated Security Agreement

(vii) Exhibit T3E.3 -- Form of Subordindated Guarantee and Security
Agreement

(viii) Exhibit T3E.4 -- Form of Subordindated Guarantee Agreement

(ix) Exhibit T3E.5 -- Form of Security

(x) Exhibit T3E.6 -- Form of Exchange Warrant

(xi) Exhibit T3E.7 -- Form of Warrant

(xii) Exhibit T3E.8 -- Form of Registration Rights Agreement

(xiii) Exhibit T3F -- Cross-Reference Sheet

(xiv) Exhibit 99[1] -- Form T-1 Statement of Eligibility under the
Trust Indenture Act of 1939, as amended, of
Santa Barbara Bank & Trust, as Trustee with
respect to the Notes.

- --------
1 Filed herewith. All other exhibits have been previously filed.

-5-

<PAGE>

Securities and Exchange Commission

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2)____

SANTA BARBARA BANK & TRUST
---------------------------------------------------
(Exact name of trustee as specified in its charter)

CALIFORNIA
---------------------------------------------------------------------------
(Jurisdiction of incorporation or organization if not a U.S. national bank)

95-2089059
---------------------------------------
(I.R.S. Employer Identification Number)

1021 ANACAPA STREET, SANTA BARBARA, CALIFORNIA
---------------------------------------------------------------------------
(Address of principal executive offices)

93101
----------
(Zip code)

Jay D. Smith, Sr. V.P. and General Counsel
1021 ANACAPA STREET, SANTA BARBARA, CALIFORNIA 93101 (805) 564-6310
---------------------------------------------------------------------------
(Name, address and telephone number of agent for service)

INAMED CORPORATION
---------------------------------------------------------------------------
(Exact name of obligor as specified in its charter)

FLORIDA
---------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)

59-0920629
---------------------------------------------------------------------------
(I.R.S. Employer Identification No.)

3800 HOWARD HUGHES PARKWAY, SUITE 900, LAS VEGAS, NEVADA
---------------------------------------------------------------------------
(Address of principal executive offices)

89109
----------
(Zip Code)

SENIOR SUBORDINATED SECURED NOTES DUE 1999
---------------------------------------------------------------------------
(Title of the indenture securities)

1
<PAGE>

Item 1. General Information.

(a) Federal Reserve Board
Federal Reserve Bank of San Francisco
101 Market Street
San Francisco, California 94105

California Commissioner of Financial Institutions
300 South Spring Street
Los Angeles, California 90013

(b) Santa Barbara Bank & Trust is authorized to
exercise corporate trust powers.

Item 2. Affiliations with the obligor.

The obligor is not an "affiliate" (as such term is defined in Rule
O-2 of the General Rules and Regulations under the Trust Indenure
Act).

Item 3. Voting Securities of the trustee.

As of October 21, 1998.

A. Title of Class B. Amount Outstanding

Common Stock 559,649

Item 4. Trusteeships under other indentures.

(a) (i) Santa Barbara Bank & Trust is Trustee under
an Indenture dated as of December 28, 1994,
in connection with debt securities issued by
El Paseo of Santa Barbara, L.P.

(ii) Santa Barbara Bank & Trust is trustee under
that certain Indenture dated as of January
2, 1996 (the "Prior Indenture"), with
respect to the Secured Convertible Notes due
1999 (the "Prior Notes") issued by obligor.

(b) (i) There is no conflict between the duties of
Santa Barbara Bank & Trust under the El
Paseo Indenture and the new Indenture for
which this Form T-1 is being filed (the "New
Indenture") because neither the obligor, the
collateral, the holders of the securities,
nor other aspects of those two financings is
in any way related.

(ii) There is no conflict between the duties of
Santa Barbra Bank & Trust under the Prior
Indenture and the New Indenture because,
concurrently with the filing of this Form
and with the consent of the holders of all
outstanding Prior Notes, those Prior Notes
are being exchanged for the new securities
issued under the New Indenture, and the
Prior Indenture is being terminated.

Item 5. Interlocking directorates and similar relationships with the obligor or
underwriters.

None.

2
<PAGE>

Item 6. Voting securities of the trustee owned by the obligor or its officials.

As of October 21, 1998.
<TABLE>
<CAPTION>

- --------------------- -------------------- ----------------- ---------------------------
<S> <C> <C> <C> <C>
A. Name of Owner B. Title of Class C. Amount owned D. Percentage of voting
beneficially securities represented by
amount given in Col. C
- --------------------- -------------------- ---------------- ----------------------------
None
- --------------------- -------------------- ---------------- ----------------------------
</TABLE>

Item 7. Voting securities of the trustee owned by underwriters or their
officials.

As of October 21, 1998.
<TABLE>
<CAPTION>

Item 8. Securities of the obligor owned or held by the trustee.

As of October 21, 1998.
<TABLE>
<CAPTION>

- ---------------------------- ------------------------------- ---------------------------------- --------------------------------
<S> <C> <C> <C>
A. Title of Class B. Whether the securities C. Amount owned beneficially or D. Percent of class
are voting or nonvoting held as collateral security for represented by
securities obligations in default amount given in Col. C

- ---------------------------- ------------------------------- ---------------------------------- --------------------------------
None
- ---------------------------- ------------------------------- ---------------------------------- --------------------------------
</TABLE>

Item 9. Securities of underwriters owned or held by the trustee.

As of October 21, 1998.
<TABLE>
<CAPTION>

- ---------------------------- ------------------------------- ----------------------------------- -------------------------------
<S> <C> <C> <C>
A. Title of Issuer and B. Amount outstanding C. Amount owned beneficially or D. Percent of class
Title of Class held as collateral security for represented by amount
obligations in default by trustee given in Col. C
- ---------------------------- ------------------------------- ----------------------------------- -------------------------------
None
- ---------------------------- ------------------------------- ----------------------------------- -------------------------------
</TABLE>

Item 10. Ownership or holdings by the trustee of voting securities of certain
affiliates or security holders of the obligor.

As of October 21, 1998.

3
<PAGE>

- ---------------------------------------- -------------------------------------- -------------------------------------- -------------
<S> <C> <C> <C> <C>
A. Title of Issuer and Title of Class B. Amount outstanding C. Amount owned beneficially or D. Percent of class
held as collateral security for represented by amount
obligations in default by trustee given in Col. C
- ---------------------------------------- -------------------------------------------------------------------------------------------
None
- ---------------------------------------- -------------------------------------------------------------------------------------------
</TABLE>

Item 11. Ownership or holdings by the trustee of any securities of a person
owing 50 percent or more the voting securities of the obligor.

As of October 21, 1998.
<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
A. Title of Issuer and B. Amount outstanding C. Amount owned D. Percent of class
Title of Class beneficially or held as represented by amount
collateral security for given in Col. C
obligations in default by
trustee
- --------------------------------------------------------------------------------------------------------
None
- --------------------------------------------------------------------------------------------------------
</TABLE>

Item 12. Indebtedness of the Obligor to the Trustee.

As of October 21, 1998.

- ------------------------------ ------------------------- ---------------------
A. Nature of Indebtedness B. Amount outstanding C. Date Due
- ------------------------------ ------------------------- ---------------------
Reimbursement for legal fees
incurred by trustee. $2,436.00 Currently due.
- ------------------------------ ------------------------- ---------------------

Item 13. Defaults by the Obligor.

(a) Obligor is not in default of its obligations under the New
Indenture.
(b) Obligor is not in default of its obligations under the Prior
Indenture.

Item 14. Affiliations with the Underwriters.

N/A.

Item 15. Foreign Trustee.

N/A

Item 16. List of Exhibits

16.1 Articles of Incorporation of the Trustee.
16.2 Certificate of Authority of the Trustee to Commence Business.
16.3 Authorization of the Trustee to Exercise Corporate Trust
Powers.
16.4 Bylaws of the Trustee.

4
<PAGE>
16.5 Not applicable.
16.6 Consents of United States institutional trustees.
16.7 Report of Condition of the Trustee

Pursuant to the requirements of the Trust Indenture Act of 1939 the
trustee, SANTA BARBARA BANK & TRUST, a corporation organized and existing under
the laws of the State of California, has duly caused this statement of
eligibility to signed on its behalf by the undersigned, thereunto duly
authorized, all in the city of Sant Barbara and State of California on the 21st
day of October, 1998.

SANTA BARBARA BANK & TRUST, a California
corporation

By /s/ Christine M. Sontag
-------------------------------------------
Christine Sontag, Assistant Vice President
and Associate General Counsel

EXHIBIT 16.1

ARTICLES OF INCORPORATION OF SANTA BARBARA BANK & TRUST

<PAGE>
SANTA BARBARA BANK & TRUST

ARTICLES OF INCORPORATION

ARTICLE ONE: NAME. The name of this Corporation shall be "SANTA BARBARA
BANK & TRUST."

ARTICLE TWO: PURPOSES. The purpose for which the Corporation is
incorporated is to engage in commercial banking business by
applicable laws and regulations to a commercial bank
authorized to engage in trust business.

ARTICLE THREE: AUTHORIZED STOCK. This Corporation is authorized to issue
only one class of shares of stock: the total number of
authorized shares of capital stock will be four hundred
three thousand seven hundred eleven (403,711); and the
outstanding stock will be one million eight hundred
seventy-nine thousand five hundred twenty dollars
($1,879,520) divided in to three hundred seventy- five
thousand nine hundred four (375,904) with a par value of
$5.00 each; but said capital stock may be increased or
decreased from time-to-time, in accordance with the
provisions of the laws of the State of California.

If the capital stock is increased by the sale of additional
shares thereof, each shareholder shall be entitled to
subscribe for such additional shares in proportion to the
number of shares of said capital stock owned by him at the
time the increase is authorized by the shareholders, unless
another time subsequent to the date of the shareholders'
meeting is specified in a resolution adopted by the
shareholders at the time the increase is authorized. The
Board of Directors shall have the power to prescribe a
reasonable period of time within which the pre-emptive
rights to subscribe to the new shares of capital stock must
be exercised.

If the capital stock is increased by a stock dividend, each
shareholder shall be entitled to his proportionate amount of
such increase in accordance with the number of shares of
capital stock owned by him at the time the increase is
authorized by the shareholders, unless another time
subsequent to the date of the shareholders' meeting is
specified in a resolution adopted by the shareholders at the
time the increase is authorized, except that the holders of
the common stock shall not have any pre-emptive rights to
purchase or subscribe for all or any part of the
twenty-seven thousand eight hundred seven (27,807) shares of
authorized but unissued common stock to be issued from
time-to-time by this Corporation under the provisions of the
Stock Option Plan.

1
<PAGE>
The common shares of the Corporation shall be subject to
assessment by the Board of Directors upon order of the
Superintendent of Banks of the State of California for the
purpose of correcting an impairment of contributed capital
in the manner and to the extent provided for in the
California Financial Code.

ARTICLE FIVE: BOARD OF DIRECTORS. The number of Directors of this
Corporation shall be not fewer than nine (9) nor more than
seventeen (17), the exact number within said range to be
fixed by the Bylaws or an amendment thereof duly adopted by
the shareholders or by the Board of Directors.

ARTICLE SIX: INDEMNIFICATION. The Corporation shall have the right and
the power to indemnify its Directors, Officers, employees
and agents in the manner and to the extent provided by
Section 317 of the California Corporations Code, as the same
may be amended from time-to-time.

ARTICLE SEVEN: SERVICE OF PROCESS. The name of this Corporation's initial
agent for service of process is David W. Spainhour, who may
be served at 1021 Anacapa Street, Santa Barbara, California.

2
<PAGE>
IN WITNESS WHEREOF, for the purpose of forming this Corporation under
the laws of the State of California, we the undersigned, constituting the
Incorporators of Santa Barbara Bank & Trust, a California corporation, have
executed these Articles of Incorporation on the 12th Day of April 1979.

/S/ /s/
- ---------------------------------- ------------------------------------
Donald M. Anderson David W. Spainhour

/S/
- ----------------------------------
Lawrence L. Wathey

State of California
County of Santa Barbara

On April 12, 1979, before the undersigned, a Notary Public for the State of
California, personally appeared Donald M. Anderson, known to me to be the person
whose name is subscribed to the within instrument, and acknowledged that he
executed the same.

------------------------------------
Name of Notary

State of California
County of Santa Barbara

On April 12, 1979, before the undersigned, a Notary Public for the State of
California, personally appeared David W. Spainhour, known to me to be the person
whose name is subscribed to the within instrument, and acknowledged that he
executed the same.

------------------------------------
Name of Notary

State of California
County of Santa Barbara

On April 12, 1979, before the undersigned, a Notary Public for the State of
California, personally appeared Lawrence L. Wathey, known to me to be the person
whose name is subscribed to the within instrument, and acknowledged that he
executed the same.

------------------------------------
Name of Notary

3
<PAGE>
CERTIFICATE OF INCORPORATORS

SANTA BARBARA BANK & TRUST

The Articles of Incorporation of Santa Barbara Bank & Trust, a
California corporation, having been filed in the office of the Secretary of
State of California on April 13, 1979, the undersigned, being all of the
Incorporators named in said Articles of Incorporation, do hereby certify that
the following actions stated herein are approved and adopted by the
Incorporators of said Corporation pursuant to Section 210 of the California
Corporations Code.

ELECTION OF DIRECTORS

Upon review of the list of persons nominated to serve as Directors of
the Corporation, the Incorporators hereby nominate and elect the following
persons to serve as such until their respective successors are elected and
qualify:

Donald M. Anderson
George H. Clyde
Walter C. Graham, M.D.
Anthony Gunterman
Gen. P. M. Hamilton
Reuben J. Irvin
Louis Lancaster
Richard M. Polsky
Ralph C. Raddue
William Rea, Jr.
Howard L. Sargent
David W. Spainhour
Daniel B. Turner
Garrett Van Horne
Lawrence L. Wathey

The effective date of the foregoing action shall be April 13, 1979.

IN WITNESS WHEREOF, the undersigned have subscribed their respective
names and affixed the seal of said Corporation on this 18th day of April, 1979.

/S/
---------------------------------
Donald M. Anderson

/S/
---------------------------------
David W. Spainhour

/S/
---------------------------------
Lawrence L. Wathey

<PAGE>
CERTIFICATE OF AMENDMENT

ARTICLES OF INCORPORATION

SANTA BARBARA BANK & TRUST
a California Corporation

Donald M. Anderson and David W. Spainhour certify that:

1. They are the duly elected and acting President and Chief Financial
Officer, respectively, of said corporation.

2. Article Four of the Articles of Incorporation of said Corporation shall
be amended to read in full as follows:

ARTICLE FOUR: AUTHORIZED STOCK. This Corporation is authorized to issue
only one class of shares of stock: the total number of authorized
shares of capital stock will be one million (1,000,000) with a par
value of $5.00 each; but said capital stock may be increased or
decreased from time-to-time, in accordance with the provisions of the
laws of the State of California.

If the capital stock is increased by the sale of additional
shares thereof, each shareholder shall be entitled to subscribe for
such additional shares in proportion to the number of shares of said
capital stock owned by him at the time the increase is authorized by
the shareholders, unless another time subsequent to the date of the
shareholders' meeting is specified in a resolution adopted by the
shareholders at the time the increase is authorized. The Board of
Directors shall have the power to prescribe a reasonable period of time
within which the preemptive rights to subscribe to the new shares of
capital stock must be exercised.

If the capital stock issued and outstanding is increased by a
stock dividend, each shareholder shall be entitled to his portion of
the amount of said increase in accordance with the number of shares of
capital stock owned by him at the time the increase is authorized by
the Board of Directors, unless another time subsequent to that date is
specified in a resolution adopted by the Board of Directors at the time
the increase is authorized, except that the holders of the common stock
shall not have any preemptive rights to purchase or subscribe to all or
any part of the authorized but unissued common stock to be issued from
time-to-time by this corporation under the provisions of the stock
option plan.

1
<PAGE>
The common shares of the Corporation shall be subject to the
assessment by the Board of Directors upon order of the Superintendent
of Banks of the State of California for the purpose of correcting an
impairment of contributed capital in the manner and to the extent
provided for in the California Financial Code.

3. The foregoing amendment has been approved by the Board of Directors of
said corporation.

4. The foregoing amendment was approved by the required vote of the
shareholders of said corporation in accordance with Section 903 of the
California General Corporation Law: the total number of outstanding
shares of each class entitled to vote with respect to the foregoing
amendment was 378,809 common shares; and the number of shares of each
class voting in favor of the foregoing amendment equaled or exceeded
the vote required, such required vote being 252,540. Actual vote was
296,811 for the amendment.

VERIFICATION

State of California )
) ss.
County of Santa Barbara )

Donald M. Anderson and David W. Spainhour, being first duly sworn, each
for himself deposes and says that:

Donald M. Anderson is the President of the California corporation
therein mentioned, and David W. Spainhour is the Chief Financial Office of said
corporation; the matters set forth therein are true of his own knowledge; and
David W. Spainhour are their genuine signatures.

/S/
----------------------------------------
Donald M. Anderson

/S/
----------------------------------------
David W. Spainhour

Subscribed and sworn to before me on March 20, 1980.

----------------------------------------
Notary Public of the State of California

2
<PAGE>
CERTIFICATE OF AMENDMENT

ARTICLES OF INCORPORATION

SANTA BARBARA BANK & TRUST

David W. Spainhour and Jay D. Smith certify that:

A. They are the President and Secretary, respectively, of Santa Barbara
Bank & Trust, a California corporation.

B. Article Five of the articles of incorporation of this corporation is
amended to read in its entirety as follows:

"ARTICLE FIVE: BOARD OF DIRECTORS. The number of Directors of this
Corporation shall be not fewer than seven (7) nor more than thirteen (13), the
exact number within said range to be fixed by the By-Laws or an amendment
thereof duly adopted by the shareholders or by the Board of Directors."

C. The foregoing amendment to the Articles of Incorporation has been
duly approved by the Board of Directors.

D. The foregoing amendment to the Articles of Incorporation has been
duly approved by the required vote of shareholders in accordance with Section
903 of the Corporations Code. The total number of outstanding shares of capital
stock of the corporation is 559,649. The number of shares required for such
approval was more than 50% of the capital stock. The number of shares voting in
favor of the amendment equaled or exceeded the vote required.

The undersigned further declare under penalty of perjury under the laws
of the State of California that the matters set forth in this Certificate are
true and correct of their own knowledge.

Dated:

/S/
--------------------------------
David W. Spainhour, President

/S/
--------------------------------
Jay D. Smith, Secretary

-1-

<PAGE>

The undersigned, David W. Spainhour and Jay D. Smith, the President and
Secretary, respectively, of Santa Barbara Bank & Trust, each declares under
penalty of perjury that the matters set forth in the foregoing Certificate are
true of his own knowledge.

Executed at Santa Barbara, California on April 4, 1995.

/S/
--------------------------------
David W. Spainhour

/S/
--------------------------------
Jay D. Smith

-2-

EXHIBIT 16.2

CERTIFICATE OF AUTHORITY OF THE TRUSTEE TO COMMENCE BUSINESS

<PAGE>
STATE OF CALIFORNIA

STATE BANKING DEPARTMENT

WHEREAS, after due examination it appears that

SANTA BARBARA BANK & TRUST

having its principal place of business in

the City of Santa Barbara, County of Santa Barbara, State of

California, has complied with all the provisions of the Banking Law of

the State of California, and with all other necessary requirements of law

relating thereto:

NOW THEREFORE, I, the undersigned, Superintendent of Banks

of the State of California, do certify that said bank is qualified and is hereby

authorized to transact a COMMERCIAL banking business

AND TO ENGAGE IN THE TRUST BUSINESS

at 20 EAST CARRILLO STREET In THE CITY OF SANTA BARBARA

County of SANTA BARBARA, State of California.

IN TESTIMONY WHEREOF WITNESS MY HAND AND SEAL

this 1ST Day of MAY, 1979

at San Francisco, California.

/s/

Superintendent of Banks
State of California

EXHIBIT 16.3

AUTHORIZATION OF THE TRUSTEE TO EXERCISE CORPORATE TRUST POWERS

<PAGE>
STATE OF CALIFORNIA

STATE BANKING DEPARTMENT

WHEREAS, after due examination it appears that

SANTA BARBARA BANK & TRUST

having its principal place of business in

the City of Santa Barbara, County of Santa Barbara, State of

California, has complied with all the provisions of the Banking Law of

the State of California, and with all other necessary requirements of law

relating thereto:

NOW THEREFORE, I, the undersigned, Superintendent of Banks

of the State of California, do certify that said bank is qualified and is hereby

authorized to transact a COMMERCIAL banking business

AND TO ENGAGE IN THE TRUST BUSINESS

at 20 EAST CARRILLO STREET In THE CITY OF SANTA BARBARA

County of SANTA BARBARA, State of California.

IN TESTIMONY WHEREOF WITNESS MY HAND AND SEAL

this 1ST Day of MAY, 1979

at San Francisco, California.

/s/
Superintendent of Banks
State of California

EXHIBIT 16.4

BYLAWS OF SANTA BARBARA BANK & TRUST

<PAGE>
CERTIFICATE OF RESOLUTION

SANTA BARBARA BANK & TRUST

Santa Barbara, California

AMENDMENT NUMBER FIVE TO BYLAWS

This is to certify that I am the duly elected, qualified and acting
Secretary of the above-named Corporation and that by resolution of the Board of
Directors of the Corporation duly adopted at the meeting held on June 23, 1998,
Section 3.2.1 of the Bylaws of the Corporation was amended as follows:

AUTHORIZED NUMBER. The number of directors who may be authorized
to serve on the Board of Directors of the Corporation shall be no
less than seven (7) nor more than thirteen (13). Until a different
number within the foregoing limits is specified in an amendment to
this Section 3.2.1 duly adopted by the Board of Directors or the
shareholders, the exact number of authorized directors shall be
thirteen (13).

I hereby certify that the foregoing resolution now stands on record on the books
of said Corporation, and has not been modified, repealed or set aside in any
manner, and is now in full force and effect.

Dated at Santa Barbara, California

JULY 21, 1998 /S/
- -------------------------- -----------------------------------
Jay Donald Smith
Secretary

<PAGE>
CERTIFICATE OF RESOLUTION

SANTA BARBARA BANK & TRUST

Santa Barbara, California

AMENDMENT NUMBER FOUR TO BYLAWS

This is to certify that I am the duly elected, qualified and acting
Secretary of the above-named Corporation and that by resolution of the Board of
Directors of the Corporation duly adopted at the meeting held on April 22, 1998,
Section 3.2.1 of the Bylaws of the Corporation was amended as follows:

Dated at Santa Barbara, California

APRIL 22, 1998 /S/
- ------------------------------ -----------------------------------
Jay Donald Smith
Secretary
<PAGE>
CERTIFICATE OF RESOLUTION

SANTA BARBARA BANK & TRUST

Santa Barbara, California

AMENDMENT NUMBER THREE TO BYLAWS

This is to certify that I am the duly elected, qualified and acting
Secretary of the above-named Corporation and that by resolution of the Board of
Directors of the Corporation duly adopted at the meeting held on May 20, 1997,
Section 3.2.1 of the Bylaws of the Corporation was amended as follows:

I hereby certify that the foregoing resolution now stands on record on the books
9of said Corporation, and has not been modified, repealed or set aside in any
manner, and is now in full force and effect.

Dated at Santa Barbara, California

MAY 21, 1997 /S/
- ------------------------------- -----------------------------------
Jay Donald Smith
Secretary

<PAGE>
CERTIFICATE OF RESOLUTION

SANTA BARBARA BANK & TRUST

Santa Barbara, California

AMENDMENT NUMBER TWO TO BYLAWS

This is to certify that I am the duly elected, qualified and acting
Secretary of the above-named Corporation and that by resolution of the Board of
Directors of the Corporation duly adopted at the meeting held on December 19,
1995, Section 3.2.1 of the Bylaws of the Corporation was amended as follows:

Dated at Santa Barbara, California

JANUARY 18, 1996 /S/
- ---------------------------- ----------------------------------
Jay Donald Smith
Secretary

<PAGE>
CERTIFICATE OF RESOLUTION

SANTA BARBARA BANK & TRUST

SANTA BARBARA, CALIFORNIA

AMENDMENT NUMBER ONE TO BYLAWS

This is to certify that I am the duly elected, qualified and acting Secretary of
the above-named Corporation and that by resolution of the Board of Directors of
the Corporation duly adopted at the meeting held on October 24, 1995, Section
2.10 of the Bylaws of the Corporation was amended to read in its entirety as
follows:

2.10 SHAREHOLDER ACTION WITHOUT A MEETING.

2.10.1. WRITTEN CONSENTS. Unless otherwise provided in the
Articles of Incorporation, any action which may be taken at any annual or
special meeting of the shareholders, other than the election of directors, may
be taken without a meeting and without prior notice if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
shares having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shareholders entitled
to vote thereon were present and voted.

2.10.2 NOTICE OF WRITTEN CONSENT. Unless the consents of all
shareholders entitled to vote have been solicited in writing, prompt notice of
any corporate action approved by shareholders without a meeting by less than
unanimous written consent shall be given, in accordance with Section 601(b) of
the California General Corporation Law, to those shareholders entitled to vote
who have not consented in writing. Such notice must be given at least ten (10)
days before the consummation of any action authorized by such approval if the
action involves (i) a contract or other transaction with an interested director,
governed by Section 310 of the California General Corporation Law, (ii) the
indemnification of any present or former agent of the Corporation within the
meaning of Section 317 of the California General Corporation Law, (iii) any
reorganization within the meaning of the California General Corporation Law, or
(iv) a plan of distribution in dissolution other than in accordance with the
rights of any outstanding preferred shares as provided in California General
Corporation Law Section 2007.

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<PAGE>

such election shall promptly be given as provided in Section 2.10.2, above.
Directors may not otherwise be elected without a meeting unless a consent in
writing, setting forth the action so taken, is signed by all of the persons who
would be entitled to vote for the election of directors.

2.10.4 SOLICITATION OF CONSENTS. In order that the
shareholders shall have an opportunity to receive and consider the information
germane to their making an informed judgment as to whether to give a written
consent, no corporate action to be taken by written consent shall be effective
until the later of (a) twenty (20) days after the date of the commencement of a
solicitation (as such term is defined in Rule 14a-1 promulgated under the
Securities Exchange Act of 1934, as amended) of consents and (b) such date as
may be specified in the proxy statement or information statement furnished in
connection with the solicitation; provided that the foregoing shall not apply to
any corporate action to be taken by written consent pursuant to solicitation of
not more than ten (10) persons. For purposes of this Section 2.10, a consent
solicitation shall be deemed to have commenced when a proxy statement or
information statement containing the information required by law is first
furnished to the shareholders.

2.10.5 DURATION OF CONSENTS. Consents to corporate action (a)
shall be effective only on delivery to the Corporation of the original or a
certified copy of the consent and (b) shall be valid for a maximum of sixty (60)
days after the date of the earliest dated consent delivered to the Corporation
in the manner provided in this Section 2.10.

2.10.6 REVOCATION OF CONSENTS. Consents may be revoked at any
time prior to the time that written consents of the number of shares required to
authorize the proposed action have been filed with the Secretary of the
Corporation. Consents may be revoked by written notice delivered to any of (a)
the Corporation, (b) the shareholder or shareholders soliciting consents or
soliciting revocations in opposition to action by consent proposed by the
Corporation (the "Soliciting Shareholders"), or (c) a proxy solicitor or other
agent designated by the Corporation or the Soliciting Shareholders. A revocation
of a consent shall be effective upon receipt by the applicable person.

2.10.7 INSPECTORS OF ELECTION. Within three (3) business days
after the delivery of any consents to the Corporation or the determination by
the Board of Directors that the Corporation should seek corporate action by
written consent, as the case may be, the Secretary shall engage independent
inspectors of elections (the "Inspectors") for the purpose of performing a
ministerial review of the validity of the consents and revocations. The cost of
retaining inspectors of election shall be borne by the Corporation.

2.10.8 PROCEDURES FOR COUNTING. Consents and revocations shall
be delivered to the Inspectors upon receipt by the Corporation, the Soliciting
Shareholders or their proxy solicitors or other designated agents. As soon as
consents and revocations are received, the Inspectors shall review the consents
and revocations and shall maintain a count of the

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<PAGE>
number of valid and unrevoked consents. The Inspectors shall keep such count
confidential and shall not reveal the count to the Corporation, the Soliciting
Shareholder or their representatives or any other entity except in connection
with the Preliminary Report or the Final Report. As soon as practicable after
the earlier of (a) sixty (60) days after the date of the earliest dated consent
delivered to the Corporation or (b) a written request therefor by the
Corporation or the Soliciting Shareholders (whichever is soliciting consents)
(which request may be made no earlier than twenty (20) days after the
commencement of the applicable solicitation - of consents, except in the case of
corporate action by written consent taken pursuant to solicitations of not more
than ten (10) persons), notice of which request shall be given to the party
opposing the solicitation of consents, if any, the Inspectors shall issue a
preliminary report (the "Preliminary Report") to the Corporation and the
Soliciting Shareholders stating: (i) the number of valid consents; (ii) the
number of valid revocations; (iii) the number of valid and unrevoked consents;
(iv) the number of invalid consents; (v) the number of invalid revocations; and
(vii) whether, based on their preliminary count, the requisite number of valid
and unrevoked consents has been obtained to authorize or take the action
specified in the consents. Any request delivered by the Corporation or the
Soliciting Shareholders under this Section shall state that the requesting party
has a good faith belief that the requisite number of valid and unrevoked
consents to authorize or take the action specified in the consents has been
received in accordance with these ByLaws.

2.10.9 INSPECTORS' FINAL REPORT. Unless the Corporation and
the soliciting Shareholders shall agree to a shorter or longer period, the
Corporation and the soliciting Shareholders shall have forty-eight (48) hours
after the Inspectors' delivery of the Preliminary Report to review the
Preliminary Report and copies of the consents and revocations and to advise the
Inspectors and the opposing party in writing as to whether they intend to
challenge the Preliminary Report of the Inspectors. If no written notice of an
intention to challenge the Preliminary Report is received within such 48-hour
period, the Inspectors shall issue to the Corporation and the Soliciting
Shareholders their final report (the "Final Report") containing the information
from the Inspectors' determination with respect to whether the requisite number
of valid and unrevoked consents was obtained to authorize and take the action
specified in the consents. If the Corporation or the Soliciting Shareholders
issue written notice of an intention to challenge the Inspectors' Preliminary
Report within such 48-hour period, a challenge session shall be scheduled by the
Inspectors as promptly as practicable. A transcript of the challenge session
shall be recorded by a certified court reporter. Following completion of the
challenge session, the Inspectors shall as promptly as practicable issue their
Final Report to the Soliciting Shareholders and the Corporation. The Final
Report shall contain the information included in the Preliminary Report, plus
all changes, if any, in the vote total as a result of the challenge and a
certification of whether the requisite number of valid and unrevoked consents
was obtained to authorize or take the action specified in the consents. A copy
of the Final Report of the Inspectors shall be included in the Corporation's
records in which the proceedings of meetings of shareholders are maintained.

2.10.10 FURTHER REVIEW. If the Inspectors state in the Final
Report that

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<PAGE>
the requisite number of valid and unrevoked consents was not obtained to
authorize or take the action specified in the consents, the party soliciting the
consents thereafter may make one additional request in accordance with the
provisions of Section 2.10.8 hereof that the Inspectors again review the
consents and revocations and issue a further Preliminary Report and Final
Report.

2.10.11 NOTICE TO SHAREHOLDERS. The Corporation shall give
prompt notice to the shareholders of the results of any consent solicitation or
the taking of the corporate action without a meeting and by less than unanimous
written consent.

2.10.12 CONTENT OF CONSENTS-DELIVERY OF CONSENTS. Each written
consent shall bear the date of signature of each shareholder who signs the
consent and a clear statement of the name of the shareholder who signs the
consent. Consents and revocations of consent shall be delivered to the
Corporation or any other person by hand or by certified or registered mail,
return receipt requested. Subject to the provisions of Section 2.10.4 hereof,
consents and revocations of consent shall be effective upon receipt. Other
notices and requests delivered under this Section 2.10 may be delivered
personally, by facsimile or other form of electronic transmission that provides
for confirmation of receipt, or by certified or registered United States mail,
return receipt requested, and, if properly addressed, shall be deemed delivered
(a) on the date of delivery, if delivery was made personally or by transmission
by facsimile or other form of electronic transmission, or (b) on the fifty (5th)
business day after the date on which deposited with the United States Postal
Service.

2.10.13 SEVERABILITY. Each term and provision of this Section
2.10 shall be valid and enforceable to the fullest extent permitted by law. If
independent counsel to the Corporation delivers to the Corporation a written
opinion stating, or a court of competent jurisdiction determines, that this
Section 2.10, or any portion thereof, or the application thereof to any person
or circumstance is illegal or unenforceable with respect to any corporate action
to be taken by written consent for which a consent has been delivered to the
Corporation, then this Section 2.10, or such portion thereof, as the case may
be, shall after the date of such delivery of such opinion or such determination
be null and void in total or with respect to such person or circumstance, as the
case may be, with the remainder of this Section 2.10 or the application thereof
to persons or circumstances other than those to which it is held invalid or
unenforceable, shall not be affected thereby.

Furthermore, Section 2.11 was added to the Bylaws of the Corporation to
read as follows:

2.11 SHAREHOLDER PROPOSALS.

2.11.1 CONSIDERATION OF PROPOSALS. At any annual or special
meeting of shareholders, only such business shall be conducted as shall have
been properly brought before the meeting. The provisions of this Section 2.11
shall control the determination of

4
<PAGE>
whether a proposal by any shareholder, in his or her capacity as a shareholder,
for action by the shareholders of the Corporation has been properly brought
before the meeting. Notwithstanding anything in these Bylaws to the contrary, no
business shall be conducted at any meeting of shareholders except in accordance
with the procedures of this Section 2.11.

2.11.2 SUBMISSION OF PROPOSAL. To be properly brought before
an annual meeting of shareholders or any special meeting of shareholders noticed
or called other than on behalf of the proposing shareholder, any proposal for
action by the shareholders submitted by a shareholder of the Corporation shall
be made in writing and shall be delivered or mailed to the Secretary of the
Corporation at its principal place of business not less than thirty (30) days
nor more than sixty (60) days prior to scheduled date of the meeting; provided
that if less than twenty-one (21) days' notice of the meeting is given to the
shareholders, such proposal shall be mailed or delivered to the Secretary of the
Corporation not later than the close of business on the fourteenth (14th) day
following the day on which notice of the meeting was mailed to the shareholders.
To be properly brought before any special meeting of shareholders noticed and
called on behalf of the proposing shareholder, all proposals for action
submitted by such requesting shareholders shall be made in writing and shall be
delivered or mailed to the Secretary of the Corporation at its principal place
of business simultaneously with such shareholder(s) submission of their request
for the meeting. Notwithstanding the forgoing, any shareholder may submit for
consideration at a meeting any proposal which is directly related to a matter
which is specifically identified in the written notice of a meeting as a matter
on which action by the shareholders will be accepted at the meeting.

2.11.3 CONTENT OF SUBMISSION. A shareholder's notice to the
Secretary of the Corporation requesting that a proposal for action be submitted
for consideration at any meeting of shareholders shall set forth as to the
matter which the shareholder proposes to bring before the meeting: (a) a brief
description of the business desired to be brought before the meeting and the
reasons for conducting such business at the meeting; (b) the name and address,
as they appear on the Corporation's books of the shareholder proposing such
business; (c) the class and number of shares of stock of the Corporation owned
by the shareholder beneficially and of record; (d) any material interest of the
shareholder in the business proposed to be brought before the meeting; and (e)
any other information that is required by law to be provided by the shareholder
in the shareholder's capacity as a proponent of a shareholder proposal.

2.11.4 NUMBER OF PROPOSALS. No shareholder, other than the
shareholder(s) on whose behalf the meeting is noticed and called, may submit
more than one (1) proposal for consideration at any one (1) meeting of the
shareholders of the Corporation.

2.11.5 FEDERAL RULES. Nothing in this Section shall be deemed
to limit or waive the application of, or the need for any shareholder to comply
with, any of the provisions of Section 14 of the Securities Exchange Act of 1934
and the Rules promulgated thereunder applicable to the inclusion of any
shareholder proposal in any proxy statement or

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<PAGE>

form of proxy used by the Corporation in connection with any meeting of
shareholders.

2.11.6 CHAIRPERSON'S STATEMENT. The Chairperson of the meeting
shall, if the facts warrant, determine and declare to the meeting that business
was not properly brought before the meeting and in accordance with the
provisions of this Section and, if the Chairperson so determines, shall so
declare to the meeting and any such business not properly brought before the
meeting shall not be transacted.

<PAGE>
I hereby certify that the foregoing resolution now stands on record on
the books of said Corporation, and has not been modified, repealed or set aside
in any manner, and is now in full force and effect.

Dated at Santa Barbara, California

NOVEMBER 7, 1995 /S/
- ------------------------------ ---------------------------------------
Jay Donald Smith
Secretary

7
<PAGE>
AMENDED AND RESTATED

BYLAWS

SANTA BARBARA BANK & TRUST

<PAGE>
TABLE OF CONTENTS

SECTION PAGE

1. NAME; EXECUTIVE OFFICES................................................ 1
1.1 Name of Corporation.......................................... 1
1.2 Principal Office............................................. 1
1.3 Additional or New Offices.................................... 1

2. MEETINGS OF THE SHAREHOLDERS........................................... 1
2.1 Place of Meeting............................................. 1
2.2 Annual Meetings.............................................. 1
2.3 Special Meetings............................................. 1
2.4 Notice of Meetings........................................... 2
2.5 Quorum Requirements.......................................... 4
2.6 Adjourned Meetings........................................... 4
2.7 Voting Rights; Cumulative Voting............................. 4
2.8 Voting by Proxy.............................................. 5
2.9 Inspectors of Election....................................... 5
2.10 Shareholder Action Without a Meeting......................... 5

3. DIRECTORS OF THE CORPORATION........................................... 6
3.1 Powers of Directors.......................................... 6
3.2 Number and Qualification of Directors........................ 7
3.3 Election of Directors; Term.................................. 7
3.4 Resignation and Removal of Directors......................... 7
3.5 Vacancies on Board of Directors.............................. 8
3.6 Nomination of Directors...................................... 8
3.7 Meetings of the Board of Directors........................... 9
3.8 Director Action Without a Meeting............................ 12
3.9 Committees of Directors...................................... 12

4. OFFICERS OF THE CORPORATION............................................ 13
4.1 Principal Officers........................................... 13
4.2 Election Qualification and Tenure............................ 14
4.3 Subordinate Officers......................................... 14
4.4 Resignation and Removal of Officers.......................... 14
4.5 Vacancies in Offices......................................... 15
4.6 Responsibilities of Officers................................. 15

5. COMPENSATION; INDEMNIFICATION; FIDELITY BOND........................... 17
5.1 Directors' Fees and Expenses................................. 17
5.2 Compensation of Officers..................................... 17
5.3 Indemnification of Agents.................................... 17

6. CORPORATE RECORDS AND REPORTS.......................................... 18
6.1 Corporate Records............................................ 18
6.2 Inspection of Books and Records.............................. 19
6.3 Annual Report to Shareholders................................ 19
6.4 Financial Statements......................................... 19

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<PAGE>
TABLE OF CONTENTS (CONT'D)

SECTION PAGE

6.5 Audit........................................................ 20

7. EMERGENCY PREPAREDNESS................................................. 20
7.1 Emergency Procedures......................................... 20
7.2 Power of Board to Delegate Authority......................... 22
7.3 Emergency Office Locations................................... 22

8. CERTIFICATES AND TRANSFER OF SHARES.................................... 23
8.1 Certificates for Shares...................................... 23
8.2 Transfer of Shares on Books.................................. 23
8.3 Lost or Destroyed Certificates............................... 23
8.4 Transfer Agent and Registrars................................ 24

9. GENERAL CORPORATE AND MISCELLANEOUS MATTERS............................ 24
9.1 Corporate Seal............................................... 24
9.2 Record Date.................................................. 24
9.3 Voting of Shares in Other Corporations....................... 24
9.4 Definitions and Interpretation............................... 24
9.5 Banking Hours................................................ 24
9.6 Execution of Instruments..................................... 25
9.7 Trust Records................................................ 25

10. AMENDMENT TO BYLAWS.................................................... 25
10.1 Amendments By Shareholders................................... 25
10.2 Amendment By Directors....................................... 25
10.3 Record of Amendments......................................... 25
10.4 Filing of Amendments......................................... 26

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<PAGE>

AMENDED AND RESTATED

BYLAWS

SANTA BARBARA BANK & TRUST

1. NAME; EXECUTIVE OFFICES

1.1 NAME OF CORPORATION. The name of this Corporation is SANTA BARBARA
BANK & TRUST.

1.2 PRINCIPAL OFFICE. The Board of Directors shall designate the
location of the principal executive office of the Corporation, which may be at
any place within or without the State of California. If the principal executive
office is located outside of California, and if the Corporation has one or more
business offices in California, then the Board of Directors shall designate a
principal business office in the State of California.

1.3 ADDITIONAL OR NEW OFFICES. The Board of Directors may establish
such branch or subordinate offices, or may relocate the Corporation's principal
office, from time to time, at or to such locations as it determines to be
appropriate.

2. MEETINGS OF THE SHAREHOLDERS

2.1 PLACE OF MEETING. All meetings of the shareholders of this
Corporation shall be held at such place within or without the State as may be
designated from time to time by the Board of Directors.

2.2 ANNUAL MEETINGS. The annual meeting of the shareholders shall be
held each year on the Tuesday following the fourth (4th) Monday of April, at
3:30 P.M., unless another date or time is fixed by resolution of the Board of
Directors. However, if this day falls on a legal holiday, then the meeting shall
be held at the same time and place on the next succeeding full business day. At
each annual meeting the shareholders shall elect at Board of Directors, consider
reports of the affairs of the Corporation, and transact such other business as
may properly be brought before the meeting.

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<PAGE>
2.3 SPECIAL MEETINGS.

2.3.1 AUTHORIZATION TO CALL SPECIAL MEETINGS. The Chairperson of
the Board, the President, the Board of Directors, any two or more members of the
Board, or one or more shareholders holding not less than ten percent (10%) of
the voting power of the Corporation, may call special meetings of the
shareholders at any time for the purpose of taking any action permitted to be
taken by the shareholders under the California General Corporation Law and the
Articles of Incorporation.

2.3.2 PROCEDURE FOR CALLING SPECIAL MEETINGS. If a special
meeting is called by any person other than the Board of Directors, the request
for the special meeting, specifying the general nature of the business proposed
to be transacted, shall be delivered personally or sent by registered mail or by
telegraphic or other facsimile transmission to the President, the Chairperson of
the Board, any Vice-President or the Secretary of the Corpora tion. The officer
receiving the request shall promptly cause notice of the meeting to be given in
the manner provided by Section 2.4 of these Bylaws to the shareholders entitled
to vote at the meeting. Any special meeting called for pursuant to this Section
2.3 shall be held not less than thirty-five (35) nor more than sixty (60) days
following receipt of the request for the special meeting. If notice of the
special meeting is not given to shareholders within twenty (20) days after the
receipt of a request, the person(s) calling the meeting may give notice thereof
in the manner provided by these Bylaws or apply to the California Superior Court
as provided in Section 305(c) of the California General Corporation Law.

2.4 NOTICE OF MEETINGS.

2.4.1 TIME OF NOTICE. Notice of meetings, annual or special,
shall be given in writing to each shareholder entitled to vote at such meeting
by the Secretary or an Assistant Secretary, or if there be no such officers, by
the Chairperson of the Board or the President, or in the case of neglect or
refusal, by any person entitled to call a meeting, not less than ten (10) days
(or, if sent by third class mail, thirty (30) days) nor more than sixty (60)
days before the date of the meeting.

2.4.2 PROCEDURE FOR GIVING NOTICE. Written notice of the meeting
shall be given either personally or by first class mail (or third class mail if
the Corporation has shares held of record by 500 or more persons as of the
record date for the meeting) or telegraphic or other means of written
communication, charges prepaid, addressed to the shareholder at the address of
the shareholder appearing on the books of the Corporation or given by

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<PAGE>
the shareholder to the Corporation for the purpose of notice. If no such address
for notice appears on the Corporation's books or has not been given, notice
shall be deemed to have been given if sent to the shareholder in care of the
Corporation's principal executive office or if published at least once in a
newspaper of general circulation in the county in which the principal executive
office of the Corporation is located. Notice shall be deemed to have been given
at the time when delivered personally or deposited in the mail or sent by other
means of written communication. An affidavit of mailing of any notice in
accordance with the above provisions, executed by the Secretary, Assistant
Secretary or any transfer agent, shall be prima facie evidence of the giving of
the notice. The giving of notice as provided by these Bylaws may be omitted only
to the extent and in the manner expressly permitted by the California General
Corporation Law.

2.4.3 CONTENTS OF NOTICE. Notice of any meeting of shareholders
shall specify:

A. The place, the date and the hour of the meeting;

B. Those matters which the Board, at the time of the mailing
of the notice, intends to present for action by the shareholders;

C. If directors are to be elected, the names of nominees
whom, at the time of the notice, management intends to present for election;

D. The general nature of any business to be transacted at a
special meeting and that no other business shall be transacted;

E. The general nature of business to be transacted at any
meeting, whether regular, annual or special, if such business relates to any
proposal to take action with respect to the approval of (i) a contract or other
transaction with an interested director, governed by Section 310 of the
California General Corporation Law, (ii) an amendment of the Articles of
Incorpora tion, (iii) the reorganization of the Corporation within the meaning
of the California General Corporation Law, (iv) the voluntary dissolution of the
Corporation, or (v) a plan of distribution in dissolution other than in
accordance with the rights of any outstanding preferred shares as provided in
California General Corporation Law Section 2007; and

F. Such other matters, if any, as may be expressly required
by the California General Corporation Law.

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<PAGE>
2.4.4 WAIVER OF NOTICE OF MEETINGS. The transactions of any
meeting of shareholders, however called and noticed, shall be as valid as action
taken at a meeting duly held after regular call and notice, if a quorum is
present either in person or by proxy, and if, either before or after the
meeting, each of the persons entitled to vote, but who are not present in person
or by proxy, signs a written waiver of notice or a consent to the holding of the
meeting or an approval of the minutes thereof. All such waivers, consents and
approvals shall be filed with the corporate records or made a part of the
minutes of the meeting. A waiver of notice or a consent to the holding of any
meeting of shareholders need not specify the business transacted at or the
purpose of any regular or special meeting, other than any proposal approved or
to be approved at such meeting, the general nature of which was required by
paragraph E. of Section 2.4.3 of these Bylaws to be stated in the notice
thereof.

2.5 QUORUM REQUIREMENTS. The holders of a majority of the shares
entitled to vote, represented in person or by proxy, shall be required for, and
shall constitute a quorum at, all meetings of the shareholders for the
transaction of business. The shareholders present at a duly called or held
meeting at which at quorum is present may continue to do business until
adjournment, notwith standing the withdrawal of enough shareholders to leave
less than a quorum, if any action taken (other than adjournment) is approved by
at least a majority of the shares required to constitute a quorum.

2.6 ADJOURNED MEETINGS.

2.6.1 LACK OF QUORUM. If a quorum is not present or represented at
any meeting of the shareholders, the meeting may be adjourned by a majority vote
of the shares entitled to vote who are present, either in person or by proxy,
until such time as the requisite number of voting shares constituting a quorum
is be present.

2.6.2 NOTICE OF ADJOURNED MEETING. When a meeting is adjourned for
more than forty-five (45) days or if after the adjournment a new record date is
fixed for the adjourned meeting, a notice of the adjourned meeting shall be
given in accordance with the provisions of Section 2.4 of these Bylaws. Except
as provided in this Section 2.6.2, it shall not be necessary to give any notice
of the adjourned meeting, other than by announcement of the time and place
thereof at the meeting, other than by announcement of the time and place thereof
at the meeting at which the adjournment is taken, and the Corporation may
transact at the adjourned meeting any business which might have been transacted
at the original meeting.

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<PAGE>
2.7 VOTING RIGHTS; CUMULATIVE VOTING.

2.7.1 GENERAL VOTING RIGHTS. Subject to the provisions of Section
702 through 706, inclusive, of the California General Corporation Law, only
persons in whose names shares entitled to vote stand on the stock records of the
Corporation on the record date shall be entitled to vote at meetings of the
shareholders. Except as provided in Section 2.7.3, below, every shareholder
entitled to vote shall be entitled to one vote for each share held of record,
and the affirmative vote of a majority of the shares represented at the meeting
and entitled to vote on any matter shall be the act of the shareholders, unless
the vote of a greater number or voting by classes is required by the California
General Corporation Law or by the Articles of Incorporation.

2.7.2 VOICE VOTING; WRITTEN BALLOTS. Voting at meetings of the
shareholders may be by voice vote or by ballot except that, in any election of
directors, voting must be by written ballot if voting by ballot is requested by
any shareholder entitled to vote.

2.7.3 CUMULATIVE VOTING. Voting for the election of directors shall
be by cumulative voting if the names of candidates for directors have been
placed in nomination before the commence ment of voting and any shareholder
entitled to vote in the election has given notice at the meeting of an intention
to cumulate votes, before the voting has commenced. Should the election of
directors be by cumulative voting, the shareholders entitled to vote at such
election shall be entitled to cumulate their votes to the extent and in the
manner provided by Section 708 of the California General Corporation Law.

2.8 VOTING BY PROXY.

2.8.1 FORM AND USE OF PROXIES. Every shareholder entitled to vote,
or to execute consents, may do so either in person, by telegram, or by written
proxy in a form as provided in, and executed in accordance with the applicable
provisions of the California General Corporation Law. Proxies must be filed with
the Secretary or an Assistant Secretary of the Corporation.

2.8.2 VALIDITY OF PROXIES. The validity of a proxy tendered on
behalf of a shareholder, and any revocation thereof, shall be determined in
accordance with the provisions of Section 705 of the California General
Corporation Law.

2.9 INSPECTORS OF ELECTION. In advance of any meeting of shareholders,
the Board of Directors may appoint any persons other than nominees for office to
act as Inspectors of Election at such meeting or any adjournment thereof. If no
Inspectors of Election

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<PAGE>
are appointed or if an appointment is vacated by an Inspector who fails to
appear or fails or refuses to act, the Chairperson of any such meeting may, and
on the request of any shareholder or his proxy shall, make such appointment or
fill such vacancy at the meeting. The number of Inspectors shall be as
prescribed by and shall have the duties set forth in Section 707(a) of the
California General Corporation Law. Inspectors shall have the authority and
duties set forth in Sections 707(b) and 707(c) of the California General
Corporation Law.

2.10 SHAREHOLDER ACTION WITHOUT A MEETING.

2.10.1 WRITTEN CONSENTS. Unless otherwise provided in the Articles
of Incorporation, any action which may be taken at any annual or special meeting
of the shareholders, other than the election of directors, may be taken without
a meeting and without prior notice if a consent in writing, setting forth the
action so taken, shall be signed by the holders of outstanding shares having not
less than the minimum number of votes that would be necessary to authorize or
take such action at a meeting at which all shareholders entitled to vote thereon
were present and voted.

2.10.2 NOTICE OF WRITTEN CONSENT. Unless the consents of all
shareholders entitled to vote have been solicited in writing, prompt notice of
any corporate action approved by shareholders without a meeting by less than
unanimous written consent shall be given, in accordance with Section 601(b) of
the California General Corporation Law, to those shareholders entitled to vote
who have not consented in writing. Such notice must be given at least ten (10)
days before the consummation of any action authorized by such approval if the
action involves (i) a contract or other transaction with an interested director,
governed by Section 310 of the California General Corporation Law, (ii) the
indemnification of any present or former agent of the corporation within the
meaning of Section 317 of the California General Corporation Law, (iii) any
reorganization within the meaning of the California General Corporation Law, or
(iv) a plan of distribution in dissolution other than in accordance with the
rights of any outstanding preferred shares as provided in California General
Corporation Law Section 2007.

2.10.3 ELECTION OF DIRECTORS BY WRITTEN CONSENT. A director may be
elected at any time to fill a vacancy (other than a vacancy resulting from the
removal of a director) not filled by the Board by the written consent of persons
holding a majority of the outstanding shares entitled to vote for the election
of directors, and any required notice of any such election shall promptly be
given as provided in Section 2.5.2, above. Directors may not otherwise be
elected without a meeting unless a consent in writing, setting forth the action
so taken, is signed by all of the

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persons who would be entitled to vote for the election of directors.

3. DIRECTORS OF THE CORPORATION

3.1 POWERS OF DIRECTORS. Subject to the limitations of the Articles of
Incorporation, the Bylaws, and the California General Corporation Law as to
action requiring the authorization or approval of the shareholders, the
outstanding shares, or less than a majority vote of the preferred shares, all
corporate powers shall be exercised by or under the authority of, and the
business and affairs of the Corporation shall be managed by, the Board of
Directors. The Board may delegate the management of the day-to-day operation of
the business to a management company or other person, provided that the business
and the affairs of the Corporation shall be managed, and all corporation powers
shall be exercised under, the ultimate direction of the Board.

3.2 NUMBER AND QUALIFICATION OF DIRECTORS.

3.2.1 AUTHORIZED NUMBER. The number of directors who may be
authorized to serve on the Board of Directors of the Corporation shall be no
less than seven (7) nor more than thirteen (13). Until a different number within
the foregoing limits is specified in an amendment to this Section 3.2.1 duly
adopted by the Board of Directors or the shareholders, the exact number of
authorized directors shall be nine (9).

3.2.2 CHANGE IN AUTHORIZED NUMBER. Within the limits specified in
Section 3.2.1, above, a change in the exact number of authorized directors of
the Corporation may be made by an amendment to said Section 3.2.1 duly approved
by the Board of Directors or the shareholders. A change in the minimum or
maximum number of directors who may be authorized to serve on the Board of
Directors, or a change from a variable to a fixed Board, may be made only by
amendment of the Articles of Incorporation or by a Bylaw amending this Section
3.2 duly adopted by the vote or written consent of the holders of a majority of
the outstanding shares entitled to vote.

3.2.3 RESIDENCY QUALIFICATION. No person shall be qualified to
serve as a director of this Corporation who is not a resident of the County of
Santa Barbara, California.

3.2.4 STATUTORY MINIMUM. Notwithstanding any other provision of
these Bylaws, pursuant to Section 680 of the Califor nia Financial Code, at no
time may the number of directors of this Corporation be less than five (5).

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3.3 ELECTION OF DIRECTORS; TERM.

3.3.1 TERM OF OFFICE. The directors shall be elected at each annual
meeting of the shareholders to hold office until the next annual meeting. Each
director, including a director elected to fill a vacancy, shall hold office
until the expiration of the term for which elected and until a successor has
been elected and qualified.

3.3.2 REDUCTION IN NUMBER OF DIRECTORS. No reduction in the
authorized number of directors shall have the effect of removing any director
prior to the expiration of that director's term of office.

3.4 RESIGNATION AND REMOVAL OF DIRECTORS.

3.4.1 RESIGNATION. Any director may resign by giving written notice
of resignation to the Chairperson of the Board, if any, or to the President, the
Secretary or the Board of Directors. If any director tenders a resignation to
take effect at a future time, the Board or the shareholders shall have the power
to elect a successor to take office at such time as the resignation shall become
effective.

3.4.2 REMOVAL. The entire Board of Directors, or any individual
director, may be removed from office in the manner provided by the California
General Corporation Law.

3.5 VACANCIES ON BOARD OF DIRECTORS.

3.5.1 EVENTS CREATING VACANCIES. A vacancy in the Board of
Directors shall be deemed to exist in the case of the death, resignation or
removal of any director, if a director has been declared of unsound mind by
order of Court or convicted of a felony, if the authorized number of directors
is increased, or if the shareholders shall fail, either at a meeting at which an
increase in the number of directors is authorized or at an adjournment thereof,
or at any other time, to elect the full number of authorized directors.

3.5.2 FILLING OF VACANCIES ON BOARD. Vacancies in the Board of
Directors, except for a vacancy created by the removal of a director, may be
filled by a majority of the remaining directors, whether or not less than a
quorum, or by a sole remaining director, and each director so elected shall hold
office until the next annual meeting of the shareholders and until a successor
has been elected and qualified. A vacancy created by the removal of a director
may be filled only by a vote of the majority of the shares entitled to vote at a
duly held meeting of the

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shareholders, or by the unanimous written consent of the holders of the
outstanding shares entitled to vote. The shareholders may at any time elect
directors to fill any other vacancies not filled by the directors and any such
election made by written consent shall require the consent of a majority of the
outstanding shares entitled to vote.

3.6 NOMINATION OF DIRECTORS.

3.6.1 AUTHORITY TO MAKE NOMINATIONS. Nominations for directors may
be made by the Board of Directors or by any holder of record of any outstanding
class of capital stock of the Corporation entitled to vote for the election of
directors.

3.6.2 NOMINATION PROCEDURE. At annual meetings and special meetings
of the shareholders called by the Board of Directors, nominations for directors,
other than those approved by the Board of Directors of the Corporation, shall be
made in writing and shall be delivered or mailed to the Secretary of the Corpora
tion at its principal place of business not less than fourteen (14) days nor
more than fifty (50) days prior to scheduled date of the meeting; provided,
however, that if less than twenty-one (21) days' notice of the meeting is given
to the shareholders, such nominations shall be mailed or delivered to the
Secretary of the Corporation not later than the close of business on the seventh
(7th) day following the day on which notice of the meeting was mailed to the
shareholders. Any such notification shall (a) be accompanied by a written
statement signed and acknowledged by the nominee consenting to his or her
nomination and agreeing to serve as director if elected by the shareholders, and
(b) shall contain the following information, to the extent known to the
nominating shareholder:

A. The name and address of each proposed nominee;

B. The total number of shares of capital stock of the
Corporation expected to be voted for each proposed nominee;

C. The principal occupation of each proposed nominee;

D. The name and residence address of the nominating
shareholder; and

E. The number of shares of capital stock of the Corporation
owned by the nominating shareholder.

3.6.3 DEFECTIVE NOMINATIONS. Nominations not made in accordance
with this Section 3.6 may be disregarded by the Chairperson of the meeting, at
his or her discretion, and upon the

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instructions of the Chairperson, the inspectors of the election may disregard
any votes cast for any such nominee.

3.6.4 EXCEPTIONS. The provisions of this Section 3.6 shall apply
only to nominations for directors who are to be elected at the annual meeting or
any special meeting of shareholders called by the Board of Directors, and this
Section shall not apply to (a) nominations for directors who are to be elected
at a special meeting of shareholder properly called by the shareholders at which
directors are to be elected pursuant to Section 305 of the California
Corporations Code to fill a vacancy on the Board of Directors, or (b) the
election of directors by the written consent of the shareholders pursuant to
Section 603 of the California Corporations Code.

3.7 MEETINGS OF THE BOARD OF DIRECTORS.

3.7.1 PLACE OF MEETING. Meetings of the Board of Directors shall be
held at the principal executive office of the Corporation, or at such other
place as may be designated from time to time by resolution of the Board of
Directors or as may be designated in the notice of the meeting. Pursuant to
Section 683 of the California Financial Code, all regular meetings of the Board
of Directors shall be held within the State of California, unless pursuant to
written consent of all members of the Board, in accordance with said Section
683.

3.7.2 ANNUAL MEETINGS. An annual meeting of the Board of Directors
shall be held without notice at the place of the annual meeting of shareholders
immediately following the adjourn ment of the annual shareholders meeting for
the purpose of organizing the Board, electing any officers desired to be
elected, and transacting such other business as may properly come before the
meeting.

3.7.3 OATHS OF OFFICE. Pursuant to Section 682 of the California
Financial Code, each director, upon taking office, shall make art oath or
affirmation that he will administer the affairs of the Corporation diligently
and honestly, so far as the duty devolves upon him, and that he will not
knowingly violate or willfully permit to be violated any of the provisions of
law applicable to the Corporation. Such oath shall be subscribed by the
director, shall be certified by the officer before whom it is taken, and shall
be immediately filed with the Superintendent of Banks.

3.7.4 REGULAR MEETINGS. Other regular meetings of the Board of
Directors, beyond the annual meetings, shall be held without notice at such time
as may be designated from time to time by resolution of the Board of Directors.
Pursuant to Section 683

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of the California Financial Code, which requires that regular meetings of boards
of directors shall be held not less than once each calendar quarter, regular
meetings of the Board of Directors of this Corporation shall be held monthly.

3.7.5 SPECIAL MEETINGS; NOTICES.

A. Special meetings of the Board of Directors may be called
for any purpose at any time by the Chairperson of the Board, the President, the
Secretary, or by any two (2) directors. Special meetings may also be called by
the California Superinten dent of Banks, pursuant to and in accordance with
Section 684 of the California Finance Code.

B. Notice of the time and place of special meetings shall be
delivered or communicated personally to each director by telephone, or by
telegraph or mail, charges prepaid, addressed to each director at the address of
that director as it is shown upon the records of the Corporation, or if such
address is not readily ascertainable, at the place in which the meetings of the
directors are regularly held. Notice by mail shall be deposited in the United
States mail at least four (4) days prior to the scheduled time of the meeting
and shall be deemed given when so deposited. Notice by telegraph shall be
delivered to the telegraph company at least forty-eight (48) hours prior to the
scheduled time of the meeting and shall be deemed given when so delivered.
Should notice be delivered personally or by telephone, it shall be so delivered
at least twenty-four (24) hours prior to the scheduled time of the meeting.
Notice given by mail, telegraph or by delivery in person within the time
provided by this Section shall be due, legal and personal notice to the director
to whom it is directed. Any oral notice given within the time provided by this
Section shall be due, legal and personal notice if communicated to a person at
the office of the director for whom intended in the reasonable belief that such
person will promptly communicate such notice to that director.

3.7.6 CONFERENCE TELEPHONE MEETINGS. Any meeting, regular or
special, may be held by conference telephone or similar communications equipment
as long as all directors participating in the meeting can hear one another, and
any such participation shall constitute presence in person at the meeting.

3.7.7 WAIVER OF NOTICE. The transactions of any meeting of the
Board of Directors, however called and noticed or wherever held, shall be as
valid as action taken at a meeting regularly called and noticed if all the
directors are present and sign a written waiver of notice and consent to holding
such meeting, or if a majority of the directors are present and all directors
either before or after the meeting, sign a written waiver of notice, or a
consent to holding the meeting, or an approval of

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the minutes thereof. All such waivers, consents, or approvals shall be filed
with the corporate records or made a part of the minutes of the meeting. Notice
of a meeting need not be given to a director who attends the meeting without
protesting the lack of notice to such director, either prior thereto or at the
commencement of such meeting.

3.7.8 QUORUM REQUIREMENTS. A majority of the exact number of
authorized directors fixed in, or by the Board of Directors pursuant to Section
3.2.1, shall be necessary to constitute a quorum for the transaction of business
(other than to adjourn) and the action of a majority of the directors present at
a meeting duly held at which a quorum is present shall be valid as the act of
the Board oaf Directors unless et greater number is required by the Articles of
Incorporation, these Bylaws, or the California General Corporation Law. A
meeting at which a quorum initially is present may continue to transact
business, notwith standing the withdrawal of one or mare directors, if any
action taken is approved by at least a majority of the required quorum for that
meeting.

3.7.9 ADJOURNED MEETINGS. A majority of the directors present,
whether or not a quorum, may adjourn from time to time by fixing a new time and
place prior to taking adjournment, but if any meeting is adjourned for more than
twenty-four (24) hours, notice of any adjournment to another time or place shall
be given, prior to the reconvening of the adjourned meeting, to any directors
not present at the time the adjournment was taken.

3.8 DIRECTOR ACTION WITHOUT A MEETING. Any action required or permitted
to be taken by the Board of Directors may be taken without a meeting, if all
members of the Board shall individually or collectively consent in writing to
that action. Each such written consent shall be filed with the minutes of the
proceedings of the Board, and shall have the same force and effect as a
unanimous vote of the directors.

3.9 COMMITTEES OF DIRECTORS.

3.9.1 APPOINTMENT OF COMMITTEES. The Board of Directors, by
resolutions adopted by a majority of the authorized number of directors, shall
establish such committees as may be necessary to comply with rules or
regulations of the Superintendent of Banks of the State of California, and it
may establish one or more such other committees as it may deem necessary or
appropriate. Each such committee shall consist of two or more directors and
shall serve at the pleasure of the Board. The Board may also designate one or
more alternate directors to replace any absent committee members at any meeting
of a committee.

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Such committees shall include, but need not be limited to, an
Executive Committee, a Loan Committee, an Investment Committee, an Audit
Committee, a Trust Investment Committee and a Trust Audit Committee. The Board
of Directors may delegate to any such committee any of the powers and authority
of the Board of Directors in the business and affairs of the Corporation, except
those powers specifically reserved to the Board of Directors by the provisions
of Section 311 of the California General Corporation Law and such other powers
as may be permitted or required by applicable state or federal law or
regulation, including without limitation the rules and regulations of the
California Superintendent of Banks, to be exercised solely by the Board of
Directors.

3.9.2 THE EXECUTIVE COMMITTEE. There shall be a standing Committee
of this Corporation known as the Executive Committee, appointed annually by the
Board, consisting of at least three (3) and no more than five (5) Directors
including the Chairperson of the Board and the President. The function of this
Committee, subject to the Board, shall be to meet between regularly scheduled
meetings of the full Board to dispose promptly of routine matters or matters
pertaining to Section 7 of these Bylaws. The Executive Committee shall have the
authority of the Board, except with respect to:

A. Approval of any action which requires shareholders'
approval or approval of outstanding shares.

B. Filling of vacancies on the Board or in any Committee.

C. Fixing of compensation of the Directors for serving on the
Board or on any Committee.

D. The amendment or repeal of Bylaws or the adoption of new
Bylaws.

E. The amendment or repeal of any resolution of the Board
which by its express terms is not so amendable or repealable.

F. A distribution to the shareholders of the Corporation
except at a rate or in a periodic amount or within a rate or in a periodic
amount or within a price range determined by the Board.

G. The appointment of other committees of the Board or the
members thereof.

No committee shall have the power to take final action with respect to any
foregoing matter, but the Executive Committee may review and

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present any such matter to the Board with a recommendation for adoption.

3.9.3 OTHER COMMITTEES. In addition to the above, the Board may
appoint, from time to time, such other committees of the Corporation, which may
but need not be limited to members of the Board of Directors, for such purposes
as the Board may determine; provided, however, that any such committee which is
composed in whole or in part of nondirectors shall be authorized only to present
matters to the Board with recommendations for action, but shall not have
authority of the Board to act without subsequent specific action and approval on
the part of the Board.

3.9.4 MEETINGS AND ACTIONS OF COMMITTEES. Meetings of committees
shall be held and actions of committees shall be taken in the same manner as is
provided by these Bylaws for meetings of directors, except that the time of
regular meetings of committees may be determined either by resolution of the
Board of Directors or by the members of the committee. Alternate committee
members shall be entitled to attend all committee meetings and to receive notice
of special meetings of the committee. The Board of Directors may adopt rules for
the governing of any committee not inconsistent with the provisions of these
Bylaws.

4. OFFICERS OF THE CORPORATION

4.1 PRINCIPAL OFFICERS. The principal officers of the Corporation shall
consist of a President, a Secretary and a Chief Financial Officer. At the
discretion of the Board of Directors, the Corporation may also appoint a
Chairperson of the Board, a Vice Chairperson of the Board, one or more
Vice-Presidents or Assistant Vice-Presidents, and such subordinate officers
pursuant to Section 4.3 of these Bylaws as the Board may deem appropriate.

4.2 ELECTION QUALIFICATION AND TENURE.

4.2.1 ELECTION OF OFFICERS. After their election, the Board of
Directors shall meet and organize by electing a Chairperson of the Board, a
President, a Secretary and a Chief Financial Officer, and such additional
officers provided by these Bylaws as the Board of Directors shall determine to
be appropriate. Any two or more offices may be held by the same person. The
Chairperson and the President shall be members of the Board of Directors, and
any other officers may be, but need not be, members of the Board of Directors.

4.2.2 TERM OF EMPLOYMENT. Each officer of this Corporation shall
serve at the pleasure of the Board of Directors, subject, however, to any rights
of an officer under any contract of employment with the Corporation.

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4.3 SUBORDINATE OFFICERS. Subordinate officers, including Assistant
Vice-Presidents, Assistant Secretaries, Treasurers and Assistant Treasurers,
Trust Officers, Assistant Cashiers, Managers and Assistant Managers of Branches,
and such other officers or agents as the business of the Corporation may
require, may from time to time be appointed by the Board of Directors, the
President, or by any officer empowered to do so by the Board of Directors, and
shall have such authority and shall perform such duties as are provided in the
Bylaws or as the Board of Directors or the President may from time to time
determine.

4.4 RESIGNATION AND REMOVAL OF OFFICERS.

4.4.1 REMOVAL. Any officer may be removed, either with or without
cause, by a majority of the directors at the time in office, at any regular or
special meeting of the Board, or, except in the case of an officer appointed by
the Board of Directors, by any officer upon whom the power of removal has been
conferred by the Board of Directors.

4.4.2 RESIGNATION. Any officer may resign at any time by giving
written notice to the Board of Directors or to the President, or to the
Secretary or an Assistant Secretary of the Corporation. Any such resignation
shall take effect upon receipt of such notice or at any later time specified
therein, and unless otherwise specified in the notice, the acceptance of such
resignation shall not be necessary to make it effective.

4.4.3 CONTRACTUAL OBLIGATIONS. The resignation or removal of art
officer shall not prejudice the rights of the Corporation or of the officer
under any contract of employment between the officer and the Corporation.

4.5 VACANCIES IN OFFICES. Any vacancy in an office occurring because of
(death, resignation, removal, disqualification or any other cause may be filled
by the Board of Directors at any regular or special meeting of the Board, or in
such manner as may otherwise be prescribed in the Bylaws for regular appointment
to the vacant office.

4.6 RESPONSIBILITIES OF OFFICERS.

4.6.1 CHAIRPERSON OF THE BOARD. The Chairperson of the Board shall
preside at all meetings of the shareholders and of the Board of Directors, and
shall have such other powers and duties as from time to time shall be prescribed
by the Board of Directors. If there is no President, the Chairperson of the
Board, if any, shall be the Chief Executive Officer and general manager of the
Corporation and shall have the powers and duties prescribed in Section 4.6.2,
below.

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4.6.2 PRESIDENT. The President shall be the general manager of the
Corporation and, subject to the control of the Board of Directors, shall be the
chief executive officer of the Corpora tion and shall have general supervision,
direction and control of the business and officers of the Corporation. In the
absence of the Chairperson of the Board, or if there be none, the President
shall preside at all meetings of the shareholders and of the Board of Directors,
but shall have no vote at any such meetings unless the President is also a
director. The President shall have the general powers and duties of management
customarily vested in the office of President of a corporation, and shall have
such other powers and duties as may be prescribed by the Board of Directors.

4.6.3 CHIEF FINANCIAL OFFICER. The Chief Financial Officer
shall have such powers and perform such duties as may be prescribed by the Board
of Directors and the President and shall, in addition:

A. Keep and maintain or cause to be kept and maintained,
adequate and correct accounts of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, surplus and shares;

B. Deposit all moneys and other valuables in the name and to
the credit of the Corporation with such depositories as may be designated by the
Board of Directors; and

C. Disburse the funds of the Corporation as may be ordered by
the Board of Directors, and render to the President and the directors, whenever
they so request, an account of all transactions as Chief Financial Officer and
of the financial condition of the Corporation.

4.6.4 TRUST OFFICER. There shall be an officer of this Corporation
whose duties shall be to manage, supervise, and direct all the activities of the
Toast Division. Such person shall do or cause to be done all things necessary or
proper in carrying on the business of the Trust Division in accordance with
provisions of California State Laws and applicable regulations and shall act
pursuant to opinion of counsel where such opinion is (deemed necessary. Opinions
of counsel shall be retained on file in connection with all important matters
pertaining to fiduciary activities. The Trust Officer shall be responsible for
all assets and documents held by the Corporation in connection with fiduciary
matters.

4.6.5 EXECUTIVE OFFICERS. The Board may appoint one or more
Executive Officer who will have at least the title of Executive Vice President
or Senior Vice President. In the absence or the disability of the President, the
Executive Officer in order

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of his/her rank as fixed by the Board, or if no such designation is made by the
Board of Directors, or the Bylaws, the Executive Officer designated by the
President shall perform the duties and exercise the powers of the President, and
shall perform such other duties and have such other powers as the Board shall
prescribe.

4.6.6 VICE-PRESIDENTS. In the absence or the disability of the
President, and the Chairperson of the Board, if any, the Vice-Presidents, in
order of their rank as fixed by the Board of Directors, or if not ranked, the
Vice-President designated by the President, shall perform the duties and
exercise the powers of the President and when so acting shall have all of the
powers of and shall be subject to all of the restrictions upon the President.
The Vice-Presidents shall perform such other duties and have such other powers
as the Board of Directors and the President shall prescribe.

4.6.7 SECRETARY. The Secretary shall have such powers and shall
perform such duties as may be prescribed by the Board of Directors and the
President and shall, in addition:

A. Keep, or cause to be kept, at the principal executive office
or such other place as the Board of Directors may order, a book of all minutes
of all of the proceedings of its shareholders and the Board of Directors and
committees of the Board, with the time and place of holding of meetings, whether
regular or special, and if special, how authorized, the notice thereof given,
the names of those present at directors' meetings, the number of shares present
or represented at shareholders' meetings, and the proceedings thereof;

B. Keep, or cause to be kept, at the principal executive office
or at the office of the Corporation's transfer agent, at share register or a
duplicate share register, showing classes of shares held by each, the number and
date of certificates issued for the same, and the number and date of
cancellation of every certificate surrendered for cancellation; and

C. Give, or cause to be given, notice of all the meetings of
the shareholders and of the Board of Directors required by the Bylaws or by law
to be given; and

D. Keep the seal of the Corporation if one be adopted, and
affix the seal to all documents requiring a seal.

4.6.8 ASSISTANT SECRETARY. The Assistant Secretary, if provided for
and appointed, shall have all the rights, duties, powers and privileges of the
Secretary and may act in the place and stead of the Secretary whenever necessary
or desirable.

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4.6.9 AUDITOR. The Board of Directors shall appoint an Auditor who
is solely responsible to the Board and who shall from time to time examine the
various departments of the Bank, verify its assets and liabilities, and compare
the same with the balance on the General Ledger for the purpose of ascertaining
whether or not the books are correctly kept and maintained, and further, that
the condition of the Bank corresponds therewith.

5. COMPENSATION; INDEMNIFICATION; FIDELITY BOND

5.1 DIRECTORS' FEES AND EXPENSES.

5.1.1 COMPENSATION. Directors and committee members may receive
such compensation, if any, for their services, and may be reimbursed for
expenses incurred by them on behalf of the Corporation, in the manner and to the
extent provided in resolutions duly adopted by the Board of Directors.

5.1.2 OFFICER COMPENSATION. This Section 5.1 shall not, preclude
any director from also serving as an officer, employee or agent of the
Corporation and receiving compensation from the Corporation for such services.

5.2 COMPENSATION OF OFFICERS. The compensation of the officers of the
Corporation shall be fixed from time to time by the Board of Directors or by the
President, subject to any rights of the officer pursuant to any employment
contract between that officer and the Corporation.

5.3 INDEMNIFICATION OF AGENTS.

5.3.1 RIGHT TO INDEMNIFY. The Corporation shall have the power and
authority to indemnify any director, officer, committee member or other
representative, employee or agent of the Corporation (as that latter term is
defined in Section 317 of the California General Corporation Law) in the manner
and to the maximum extent provided in Section 317 of the California General
Corporation Law. The indemnification provided for by this Section shall not be
deemed exclusive of any other rights which those seeking indemnification may
have including, but not limited to, any rights granted under any agreement,
insurance policy, or a vote of shareholders or disinterested directors.

5.3.2 LIABILITY INSURANCE. The Corporation shall have the power to
purchase and maintain insurance on behalf of any of its directors, officers,
employees or agents insuring against liability asserted against or incurred by
any such person in such capacity, whether or not the Corporation would be
empowered to indemnify such person under the provisions of this Section 5.

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5.3.3 FIDELITY BOND. Each officer and employee of this Corporation
shall give bond of suitable amount with security to be approved by the Board of
Directors, conditioned for the honest and faithful discharge of the duties of
such officer or employee. At the discretion of the Board, such bonds may be
schedule or blanket form, and the premiums shall be paid by the Corporation. The
amount of such bonds, the form of coverage, and the name of the company
providing the surety therefore shall be reviewed by the Board each year at the
first regular meeting of the Board following the Organization meeting of the new
board or upon the annual renewal date of the band. Action shall be taken by the
Board at that time approving the amount of the bond to be provided for the
ensuing year.

6. CORPORATE RECORDS AND REPORTS

6.1 CORPORATE RECORDS. The Corporation shall keep and maintain all of
the books and records required by this Section 6.1.

6.1.1 RECORD OF SHAREHOLDERS. A record of shareholders of the
Corporation, giving the names and addresses of all shareholders and the number
and class of shares held by each of them, shall be kept at the Corporation's
principal executive office, or at the office of its transfer agent or registrar
if one be appointed. The records of the Corporation's shareholders shall be open
to the shareholders for inspection in the manner and to the extent provided by
Section 1600 of the California General Corporation Law.

6.1.2 CORPORATE BYLAWS. The original or a copy of these Bylaws, as
amended to date, shall be kept at the principal executive office of the
Corporation or, if such office is not in the State of California, at its
principal business office in California, and shall be open to inspection by the
shareholders at any reasonable time during regular business hours. If the
Corporation has no principal executive or business office in California, the
Secretary shall furnish a copy of the Bylaws, as amended to date, to any
shareholder who makes a written request to inspect the Bylaws.

6.1.3 MINUTES AND ACCOUNTING RECORDS. Accounting books and records
of the business and properties of the Corpora tion, and minutes of the
proceedings of its shareholders, the Board of Directors and its committees shall
be kept at the principal executive office of the Corporation or at such other
location as may be fixed by the Board of Directors from time to time. All such
minutes, accounting books and records shall be open to inspection upon the
written request of a shareholder at any reasonable time during regular business
hours for a purpose reasonably related to the interests of the requesting
shareholder in accordance with the

-19-
<PAGE>
provisions of Section 1601 of the California General Corporation Law.

6.2 INSPECTION OF BOOKS AND RECORDS.

6.2.1 INSPECTION BY DIRECTORS. Every director shall have the
absolute right to inspect all books, records and documents of the Corporation
and each of its subsidiaries, and to inspect their respective properties, in the
manner provided by Section 1602 of the California General Corporation Law.

6.2.2 EXERCISE OF INSPECTION RIGHT. Shareholders and directors may
exercise their right of inspection either in person or by an agent or attorney
acting on their behalf. The right to inspect any records or books of the
Corporation shall include also the right to copy and to make extracts of such
books and records.

6.3 ANNUAL REPORT TO SHAREHOLDERS. If at any time and for so long as
the Corporation shall have more than 100 shareholders of record (determined as
provided in Section 605 of the General Corporation Law), the Board of Directors
of the Corporation shall cause an annual report to be prepared and delivered to
shareholders in accordance with the provisions of Section 1501 of the California
General Corporation Law, within the timeframe required by that Section. If no
annual report for a previous fiscal year was sent to shareholders, the
Corporation shall, upon the written request of any shareholder made more than
120 days after the close of that fiscal oar, deliver or mail to the person
making the request within 30 days thereafter the financial statements required
by Section 1501(a) of the California General Corporation Law.

6.4 FINANCIAL STATEMENTS.

6.4.1 RIGHT TO OBTAIN FINANCIAL STATEMENT. Upon the written request
of any one or more shareholders holding at least five percent (5%) of the
outstanding shares of any class of its stock, the Corporation shall furnish an
income statement for the Corporation's most recent fiscal year ended more than
one hundred and twenty (120) days prior to the date of the request, and for the
most recent interim quarterly or semiannual period ended more than thirty (30)
days prior to the date of the request. The Chief Financial Officer shall cause
the requested income statements to be prepared, if not previously prepared, and
delivered to any requesting shareholder entitled to do so within thirty (30)
days after receipt of any such request.

6.4.2 CONTENTS OF FINANCIAL STATEMENT. If an annual report for the
last fiscal year has not been sent to shareholders, the income statement
prepared by the Corporation at the request of shareholders entitled to do so
shall be accompanied by a balance

-20-
<PAGE>
sheet as of the end of that period and a statement of changes in financial
position for the fiscal year.

6.5 AUDIT. The quarterly income statements and balance sheets referred
to in Sections 6.3 and 6.4, above, shall be accompanied by the report, if any,
of any independent accountants engaged by the Corporation or by a certificate of
an authorized officer of the Corporation that the income statements and balance
sheets were prepared without audit from the books and records of the
Corporation.

7. EMERGENCY PREPAREDNESS

7.1 EMERGENCY PROCEDURES. The following emergency bylaws shall be
operative during any emergency resulting from an attack on the United States or
on a locality in which the corporation conducts its business or customarily
holds meetings of its Board of Directors or its stockholders, or during any
nuclear or atomic disaster, or during the existence of any catastrophe, or other
similar emergency condition, as a result of which a quorum of the Board of
Directors or a standing committee thereof cannot readily be convened for action.

7.1.1 MEETING OF BOARD. A meeting of the Board of Directors or any
committee thereof may be called by an officer or director giving notice only to
such of the directors or members as it m be feasible to reach at the time and by
such means as may be feasible at the time, including publication or radio.

7.1.2 QUORUM REQUIREMENTS. During such an emergency, the quorum
requirement for all meeting of the Board of Directors and any committee shall be
one-third of the members, subject to the provisions of Section 2.

7.1.3 BOARD VACANCIES. During such an emergency, vacancies on the
Board of Directors may be filled as follows:

A. By majority vote of the members of a meeting where a quorum
is present; or

B. If no such meeting can be held because a quorum cannot be
assemble, then those members who can assemble may, by majority vote, elect new
members.

C. If but one member can be found, then he may appoint new
members.

D. If no member can be found, then the Chief Executive Officer
or Acting Chief Executive Officer may appoint new members.

-21-
<PAGE>
7.1.4 ACTING CHIEF EXECUTIVE OFFICER. During such an emergency,
during any period the Chief Executive becomes incapaci tated, cannot be located,
or otherwise is unable to perform his duties, succession to the powers of the
Chief Executive Officer as Acting Chief Executive Officer shall occur in the
following order:

Executive Vice President

Priority within rank shall be set by seniority in the ranking office;
should seniority in office date from the same day, then seniority of age shall
be determinative.

7.1.5 AUTHORITY OF CHIEF EXECUTIVE OFFICER. Subject to the powers
of the Board of Directors or Executive Committee as provided herein, during such
an emergency the Chief Executive Officer or Acting Chief Executive Officer shall
have all authority necessary to protect the interest of the organization and
shall also have such additional express powers as may be determined by the Board
of Directors.

7.1.6 APPLICATION OF REGULAR BYLAWS. To the extent not inconsistent
with this emergency bylaw, the bylaws shall remain in effect during any
emergency, and upon its termination this emergency bylaw shall cease to be
operative and the authority to act as an officer or director shall be determined
by other bylaws, except that directors elected or appointed pursuant to this
bylaw shall remain as directors to the extent that vacancies have been caused by
death or incapacity of regular directors until their successors have been
appointed or elected.

7.1.7 TERMINATION OF EMERGENCY STATUS. Any emergency condition
which causes this bylaw to become operative shall be deemed to be terminated
whenever the following conditions are met:

A. The emergency directors determine at a meeting that the
emergency condition is over; or

B. A majority of the directors elected or appointed pursuant to
the regular bylaws holds a meeting and determines the emergency condition to be
over.

7.2 POWER OF BOARD TO DELEGATE AUTHORITY. During such emergency the
Board shall have the power, in the absence or disability of any officer, or upon
the refusal of any officer to act, to delegate and prescribe such officer's
powers and duties to any other officer, or to any Director. In the event of a
state of emergency of sufficient severity to prevent the conduct and management
of the affairs and business of this Corporation by its Directors and officers as
contemplated by these Bylaws, any two (2) or more available members of the then
incumbent Executive Committee

-22-

<PAGE>
shall constitute a quorum of that committee for the full conduct and management
of the affairs and business of this Corporation in accordance with these Bylaws
and in addition, such committee shall be empowered to exercise all the powers
reserved for the Trust Audit & Investment committees. In the event of the
unavailability, at such time, of a minimum of two (2) members of the then
incumbent Executive Committee, any three (3) available Directors shall
constitute the Executive Committee for the full conduct and management of the
affairs and business of this Corporation in accordance with the foregoing
provisions of this Section. The power bestowed on the Executive Committee is
limited to the absence of a quorum of the Board of Directors during a time of
emergency or disaster. Notwithstanding the foregoing, the powers of any
Committee of the Board shall be subject to the restrictions and limitations of
Section 311 of the California Corporations Code.

7.3 EMERGENCY OFFICE LOCATIONS. The office of the bank in which
business shall be conducted shall be the head office located at 20 East Carrillo
Street, Santa Barbara, California and at any other legally authorized location
which may be leased or acquired by this bank to carry on its business. During an
emergency resulting in an authorized place of business of this bank being unable
to function, the business ordinarily conducted at such location shall be
relocated elsewhere in suitable quarters, in addition to or in lieu of the
location previously mentioned, as may be designated by the Board of Directors or
the Executive Committee or by such persons as are then, in accordance with
resolutions adopted from time to time by the Board of Directors dealing with the
exercise of authority in time of such emergencies, conducting the affairs of
this bank. Any temporarily relocated place of business of this bank shall be
returned to its legally authorized location as soon as practicable and such
temporary place of business shall then be discontinued. Any such office closing
and/or emergency relocation shall be conducted in accordance with the applicable
provisions of the California Financial Code, and the regulations of the
Superintendent of banks promulgated thereunder, including specifically but
without limitation, the provisions of the Bank Extraordinary Situation Closing
Act (California Financial Code Section 3600, et. seq.).

8. CERTIFICATES AND TRANSFER OF SHARES

8.1 CERTIFICATES FOR SHARES.

8.1.1 FORM OF CERTIFICATE. Certificates for shares shall be in such
form as the Board of Directors may prescribe, certifying the number of shares
and the classes or series of shares owned by the shareholder, and containing a
statement setting forth the office or agency of the Corporation from which the
shareholder may obtain, upon request and without charge, a copy of the statement
of any rights, preferences, privileges, and restrictions

-23-
<PAGE>
granted to or imposed upon each class or series of shares autho rized to be
issued and upon the holders thereof, and any other legend or statement as may be
required by Section 418 of the California General Corporation Law and the
Federal and California corporate securities laws. Notwithstanding the foregoing
provi sions of this Section 7.1.1, the Board of Directors may adopt a system of
issuance, recordation and transfer of the Corporation's shares by electronic or
other means not involving any issuance of certificates, provided such system
complies with the California General Corporation Law.

8.1.2 OFFICER SIGNATURES. Every certificate for shares shall be
signed in the name of the Corporation by the Chairperson of the Board or by the
President or Vice-President and the Chief Financial Officer or Assistant Chief
Financial Officer or the Secretary or an Assistant Secretary. Any or all of the
signatures on the certificate may be by facsimile.

8.2 TRANSFER OF SHARES ON BOOKS. Upon surrender to the Secretary or an
Assistant Secretary or to the transfer agent of the Corporation of a certificate
for shares duly endorsed or accompa nied by proper evidence of succession,
assignment or authority to transfer, it shall be the duty of the Corporation to
issue a new certificate to the person entitled thereto, cancel the old
certificate and record the transaction upon its books.

8.3 LOST OR DESTROYED CERTIFICATES. A new certificate may be issued
without the surrender and cancellation of a prior certificate that is lost,
apparently destroyed or wrongfully taken when: (a) the request for the issuance
of a new certificate is made within a reasonable time after the owner of the
prior certificate has notice of its loss, destruction or theft; and (b) such
request is received by the Corporation prior to its receipt of notice that the
prior certificate has been acquired by a bona fide purchaser; and (c) the owner
of the prior certificate gives an indemnity bond or other adequate security
sufficient in the judgment of the Board of Directors to indemnify the
Corporation against any claim, expense or liability resulting from the issuance
of a new certifi cate. Upon the issuance of a new certificate, the rights and
liabilities of the Corporation, and of the holders of the old and new
certificates, shall be governed by the provisions of Sections 8104, 8404 and
8405 of the California Commercial Code.

8.4 TRANSFER AGENT AND REGISTRARS. The Board of Directors may appoint
one or more transfer agents or transfer clerks, and one or more registrars,
which shall be banks or trust companies, either domestic or foreign, at such
times and places as the Board of Directors determines to be appropriate.

-24-
<PAGE>
9. GENERAL CORPORATE AND MISCELLANEOUS MATTERS

9.1 CORPORATE SEAL. The Board of Directors may, in its discretion,
adopt a corporate seal, circular in form and having inscribed thereon the name
of the Corporation and the date and state of its incorporation.

9.2 RECORD DATE. The Board of Directors may fix, in advance, a record
date for the purpose of determining shareholders entitled to notice of and to
vote at any meeting of shareholders, to consent to corporate action in writing
without a meeting, to receive any report, to receive any dividend or other
distribution or allotment of any right, to exercise rights with respect to any
change, conversion or exchange of shares, or to exercise any rights with respect
to any other lawful action. The record date so fixed shall not be more than
sixty (60) days prior to any event for the purpose for which it is fixed, and
shall not be less than ten (10) days prior to the date of any meeting of the
shareholders. If no such record date is fixed by the Board of Directors, then
the record date shall be that date prescribed by Section 701 of the California
General Corporation Law.

9.3 VOTING OF SHARES IN OTHER CORPORATIONS. Shares standing in the name
of this Corporation may be voted or represented and all rights incident thereto
may be exercised on behalf of the Corpora tion by the President or, if he is
unable or refuses to act, by a Vice-President or by such other person as the
Board of Directors may designate.

9.4 DEFINITIONS AND INTERPRETATION. Unless the context requires
otherwise, these Bylaws and the words and phrases included in them shall be
construed and interpreted in accordance with the general provisions, rules of
construction and definitions in the California general Corporation Law. Unless
expressly provided otherwise, every reference in these Bylaws to the provisions
of the California General Corporation Law shall refer to such provisions as they
exist from time to time, or to any successor provision thereto.

9.5 BANKING HOURS. The Management of the Corporation shall have the
authority as delegated by the Board to set the banking hours of this Corporation
as deemed necessary to perform the necessary functions, in conformance with all
applicable laws and regulations of the United States and the State of
California.

9.6 EXECUTION OF INSTRUMENTS. All agreements, indentures, mortgages,
deeds, conveyances, transfers, certificates, declara tions, receipts,
discharges, releases, satisfactions, settlements, petitions, schedules,
accounts, affidavits, bonds, undertakings,

-25-
<PAGE>
proxies and other instruments or documents may be signed, executed,
acknowledged, verified, delivered or accepted on behalf of the Corporation by
the Chairperson of the Board President, or any Executive Officer, or the
Secretary, or the Chief Financial Officer, or, if in connection with exercise of
fiduciary powers of this Corporation, by any of said officers or by any Trust
Officer. Any such instruments may also be executed, acknowledged, verified,
delivered or accepted in behalf of the Corporation in such manner and by such
other officers as the Board may from time to time direct.

9.7 TRUST RECORDS. There shall be maintained in the Trust Division a
file containing (a) original instruments creating each trust, or properly
authenticated copies thereof, (b) properly receipted vouchers evidencing
payments and distributions under each trust, (c) properly evidenced reports to
courts or other accounting for trusts, and (d) copies of all court orders in
connection with trust matters.

10. AMENDMENT TO BYLAWS

10.1 AMENDMENTS BY SHAREHOLDERS. These Bylaws may be repealed or
amended, or new Bylaws may be adopted, by the affirma tive vote of a majority of
the outstanding shares entitled to vote, or by the written consent of
shareholders entitled to vote such shares, subject however, to the restrictions
on such amendments imposed by the California General Corporation Law, other
applicable state or federal law, the Articles of Incorporation, or other
provisions of these Bylaws.

10.2 AMENDMENT BY DIRECTORS. Subject to the right of shareholders as
provided in Section 9.1 to adopt, amend or repeal Bylaws, and subject to Section
212 of the California Corporations Code, the Board of Directors may adopt, amend
or repeal Bylaws; provided, however, that no Bylaw or amendment changing the
maximum or minimum number of directors of the corporation, or changing the
number of authorized directors from a fixed to a variable number or vice versa,
shall be adopted other than in the manner provided by Section 3.2 of these
Bylaws.

10.3 RECORD OF AMENDMENTS. Any amendment or new Bylaw adopted by the
shareholders or the Board of Directors shall be copied in the appropriate place
in the minute book with the original Bylaws, and the repeal of any Bylaw shall
be entered on the original Bylaws together with the date and manner of such
repeal. The original or a copy of the Bylaws as amended to date shall be open to
inspection by the shareholders at the Corpora tion's principal office in
California at all reasonable times during office hours.

-26-
<PAGE>
10.4 FILING OF AMENDMENTS. A copy of any amendment to these Bylaws,
certified by the Corporate Secretary or Assistant Secretary, shall be forwarded
for filing to the California Superintendent of Banks immediately after adoption.
Any such amendment shall become effective only AFTER approved by the
Superintendent, pursuant to Section 601 of the California Finance Code.

-27-
<PAGE>
CERTIFICATE OF SECRETARY

KNOW ALL PERSONS BY THESE PRESENTS:

The undersigned, being the Secretary of SANTA BARBARA BANK & TRUST, a
California corporation (the "Corporation"), does hereby certify that the
foregoing Bylaws were duly adopted by the Board of Directors of the Corporation
at a meeting thereof duly called and held on the 18TH day of DECEMBER , 1991.

IN WITNESS WHEREOF, the undersigned has executed this certificate and
affixed the seal of the Corporation on this _____ day of DECEMBER , 1991.

/S/
-----------------------------------------
Jay D. Smith, Corporate Secretary

(SEAL)

-28-

EXHIBIT 16.6

CONSENTS OF UNITED STATES INSTITUTIONAL TRUSTEES

<PAGE>
CONSENT OF UNITED STATES INSTITUTIONAL TRUSTEE

THE UNDERSIGNED, pursuant to Section 321(b) of the Trust Indenture Act
of 1939, does hereby consent to (a) the Unites States Treasury Department, the
Comptroller of the Currency, the Board of Governors of the Federal Reserve
System, the Federal Reserve Banks, and the Federal Deposit Insurance Corporation
making available to the United States Securities and Exchange Commission such
reports, records, and other information pertaining to the undersigned as such
agencies may have available, and (b) to having reports of examinations by
Federal, State, Territorial or District authorities furnished by such
authorities to the United States Securities and Exchange Commission upon request
therefor.

IN WITNESS WHEREOF, the undersigned has executed this Consent on the
date set forth below.

SANTA BARBARA BANK & TRUST, a

California corporation

OCTOBER 22, 1998 By /s/ Christine M. Sontag
- ------------------------------------ -------------------------------
Date Christine Sontag, Assistant Vice
President and Associate General
Counsel

EXHIBIT 16.7

REPORT OF CONDITION OF THE TRUSTEE

(PURSUANT TO ITEM 4)

<PAGE>

Legal Title of Bank: Santa Barbara Bank & Trust
032 Call Date: 06/30/1998 FFIEC
Address: P.O. Box 1119 Page
RI-1
City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48
FDIC Certificate No.: |1|8|1|6|9|

Consolidated Report of Income
for the period January 1, 1998-June 30, 1998

All Report of Income schedules are to be reported on a calendar year-to-date
basis in thousands of dollars.

Schedule RI--Income Statement

<TABLE>
<CAPTION>
I380
Dollar Amounts in Thousands RIAD Bil Mil Thou

1. Interest income:
a. Interest and fee income on loans:

<S> <C> <C> <C> <C>
(1) Loans secured by real estate ............................................ 4011 23,029 1.a.(1)
(2) Loans to finance agricultural production and other loans to farmers ..... 4024 204 1.a.(2)
(3) Commercial and industrial loans ......................................... 4012 9,934 1.a.(3)
(4) Loans to individuals for household, family, and other personal
expenditures:
(a) Credit cards and related plans ...................................... 4054 585
1.a.(4)(a)
(b) Other ............................................................... 4055 11,274
1.a.(4)(b)
(5) Loans to foreign governments and official institutions .................. 4056 0 1.a.(5)
(6) Obligations (other than securities and leases) of states and political
subdivisions in the U.S.:

(a) Taxable obligations ................................................ 4503 0
(b) Tax-exempt obligations ............................................. 4504 245
1.a.(6)(b)
(7) All other loans ........................................................ 4058 907 1.a.(7)
b. Income from lease financing receivables:
(1) Taxable leases ......................................................... 4505 3,245 1.b.(1)
(2) Tax-exempt leases ...................................................... 4307 39 1.b.(2)
c. Interest income on balances due from depository institutions(1) ............ 4115 0 1.c.
d. Interest and dividend income on securities:
(1) U.S. Treasury securities and U.S. Government agency obligations ........ 4027 10,764 1.d.(1)
(2) Securities issued by states and political subdivisions in the U.S.:
(a) Taxable securities ................................................. 4506 0
(b) Tax-exempt securities .............................................. 4507 4,287
(3) Other domestic debt securities ........................................ 3657 296 1.d.(3)
(4) Foreign debt securities ................................................ 3658 0 1.d.(4)
(5) Equity securities (including investments in mutual funds) .............. 3659 221 1.d.(5)
e. Interest income from trading assets ........................................ 4069 0 1.e.
f. Interest income on federal funds sold and securities purchased under
agreements to resell...................................................... . 4020 2,226 1.f.
g. Total interest income (sum of items 1.a through 1.f) ....................... 4107 67,256 1.g.

</TABLE>

(1) Includes interest income on time certificates of deposit not held for
trading.

3
<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RI-2

City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48

FDIC Certificate No.: |1|8|1|6|9|

Schedule RI--Continued
<TABLE>
<CAPTION>

Year-to-date
Dollar Amounts in Thousands RIAD Bil Mil Thou

2. Interest expense: a. Interest on deposits:

<S> <C> <C> <C> <C>
(1) Transaction accounts (NOW accounts, ATS accounts, and
telephone and preauthorized transfer accounts) .................. 4508 1,034 2.a.(1)
(2) Nontransaction accounts:
(a) Money market deposit accounts (MMDAs) ....................... 4509 7,873 2.a.(2)(a)
(b) Other savings deposits ...................................... 4511 1,447 2.a.(2)(b)
(c) Time deposits of $100,000 or more ........................... A517 3,858 2.a.(2)(c)
(d) Time deposits of less than $100,000 ......................... A518 7,325 2.a.(2)(d)
b. Expense of federal funds purchased and securities sold under

agreements to repurchase ............................................ 4180 507 2.b.
c. Interest on demand notes issued to the U.S. Treasury, trading
liabilities, and other borrowed money ............................... 4185 1,153 2.c.
d. Not applicable
e. Interest on subordinated notes and debentures ....................... 4200 0 2.e.
f. Total interest expense (sum of items 2.a through 2.e) ............... 4073 23,197 2.f.
3. Net interest income (item 1.g minus 2.f) ............................... RIAD 4074 44,059 3.
4. Provisions:
a. Provision for credit losses ......................................... RIAD 4230 6,243
4.a.
b. Provision for allocated transfer risk ............................... RIAD 4243 0
4.b.
5. Noninterest income:
a. Income from fiduciary activities .................................... 4070 5,681 5.a.
b. Service charges on deposit accounts ................................. 4080 3,089 5.b.
c. Trading revenue (must equal Schedule RI, sum of Memorandum
items 8.a through 8.d) .............................................. A220 0 5.c.
d.-e. Not applicable
f. Other noninterest income:
(1) Other fee income ................................................ 5407 8,423 5.f.(1)
(2) All other noninterest income* ................................... 5408 451 5.f.(2)
g. Total noninterest income (sum of items 5.a through 5.f) ............. RIAD 4079 17,644
5.g.
6. a. Realized gains (losses) on held-to-maturity securities .............. RIAD 3521 0
6.a.
b. Realized gains (losses) on available-for-sale securities ............ RIAD 3196 120
6.b.
7. Noninterest expense:
a. Salaries and employee benefits ...................................... 4135 18,803 7.a.
b. Expenses of premises and fixed assets (net of rental income)
(excluding salaries and employee benefits and mortgage interest) .... 4217 4,905 7.b.
c. Other noninterest expense* .......................................... 4092 10,203 7.c.
d. Total noninterest expense (sum of items 7.a through 7.c) ............ RIAD 4093 33,911
7.d.
8. Income (loss) before income taxes and extraordinary items and other
adjustments (item 3 plus or minus items 4.a, 4.b, 5.g, 6.a, 6.b, and 7.d) RIAD 4301 21,669 8.
9. Applicable income taxes (on item 8) .................................... RIAD 4302 7,845 9.
10. Income (loss) before extraordinary items and other adjustments (item 8
minus 9) ............................................................... RIAD 4300 13,824 10.
11. Extraordinary items and other adjustments, net of income taxes* ........ RIAD 4320 0 11.
12. Net income (loss) (sum of items 10 and 11) ............................. RIAD 4340 13,824 12.
</TABLE>

*Describe on Schedule RI-E--Explanations.

<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RI-3

City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48

FDIC Certificate No.: |1|8|1|6|9|

Schedule RI--Continued
<TABLE>
<CAPTION>

I381 <-

Memoranda Year-to-date
Dollar Amounts in Thousands RIAD Bil Mil Thou

<S> <C> <C> <C> <C>
1. Interest expense incurred to carry tax-exempt securities, loans, and leases acquired after
August 7, 1986, that is not deductible for federal income tax purposes ........................ 4513 372 M.1.
2. Income from the sale and servicing of mutual funds and annuities (included in
Schedule RI, item 8) .......................................................................... 8431 176 M.2.
3. Not applicable
4. Number of full-time equivalent employees at end of current period (round to Number
nearest whole number) ......................................................................... 4150 688 M.4.
5.-6. Not applicable
7. If the reporting bank has restated its balance sheet as a result of applying push down RIAD CC YY MM DD
accounting this calendar year, report the date of the bank's acquisition(1) .............. 9106 00 00 00 00 M.7.
8. Trading revenue (from cash instruments and off-balance sheet derivative
instruments) (sum of Memorandum items 8.a through 8.d must equal Schedule
RI, item 5.c):
a. Interest rate exposures .................................................................... 8757 0 M.8.a.
b. Foreign exchange exposures ................................................................. 8758 0 M.8.b.
c. Equity security and index exposures ........................................................ 8759 0 M.8.c.
d. Commodity and other exposures .............................................................. 8760 0 M.8.d.
9. Impact on income of off-balance sheet derivatives held for purposes other
than trading:
a. Net increase (decrease) to interest income ................................................. 8761 0 M.9.a.
b. Net (increase) decrease to interest expense ................................................ 8762 (36) M.9.b.
c. Other (noninterest) allocations ............................................................ 8763 0 M.9.c.
10. Credit losses on off-balance sheet derivatives (see instructions) ............................. A251 0 M.10.
11. Does the reporting bank have a Subchapter S election in effect for federal income tax YES NO
purposes for the current tax year? ............................................................ A530 X M.11.
12. Deferred portion of total applicable income taxes included in Schedule RI, Bil Mil Thou
items 9 and 11 (to be reported with the December Report of Income) ............................ 4772 N/A M.12.

(1) For example, a bank acquired on June 1, 1997, would report 19970601.

Schedule RI-A--Changes in Equity Capital

Indicate decreases and losses in parentheses.

I383

Dollar Amounts in Thousands RIAD Bil Mil Thou

1. Total equity capital originally reported in the December 31, 1997, Reports of Condition
and Income .................................................................................... 3215 118,762 1.
2. Equity capital adjustments from amended Reports of Income, net* ............................... 3216 0 2.
3. Amended balance end of previous calendar year (sum of items 1 and 2) .......................... 3217 118,762 3.
4. Net income (loss) (must equal Schedule RI, item 12) ........................................... 4340 13,824 4.
5. Sale, conversion, acquisition, or retirement of capital stock, net ............................ 4346 0 5.
6. Changes incident to business combinations, net ................................................ 4356 0 6.
7. LESS: Cash dividends declared on preferred stock .............................................. 4470 0 7.
8. LESS: Cash dividends declared on common stock ................................................. 4460 5,000 8.
9. Cumulative effect of changes in accounting principles from prior years* (see instructions for
this schedule) ................................................................................ 4411 0 9.
10. Corrections of material accounting errors from prior years* (see instructions for this schedule) 4412 0 10.
11. Change in net unrealized holding gains (losses) on available-for-sale securities .............. 8433 178 11.
12. Other transactions with parent holding company* (not included in items 5, 7, or 8 above) ...... 4415 0 12.
13. Total equity capital end of current period (sum of items 3 through 12) (must equal
Schedule RC, item 28) ......................................................................... 3210 127,764 13.
</TABLE>

*Describe on Schedule RI-E--Explanations.

<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RI-4

City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48

FDIC Certificate No.: |1|8|1|6|9|

Schedule RI-B--Charge-offs and Recoveries on Loans and Leases and Changes
in Allowance for Credit Losses

Part I. Charge-offs and Recoveries on Loans and Leases
<TABLE>
<CAPTION>

Part I excludes charge-offs and recoveries through I386 <-
the allocated transfer risk reserve. (Column A) (Column B)
Charge-offs Recoveries
Calendar year-to-date

Dollar Amounts in Thousands RIAD Bil Mil Thou RIAD Bil Mil Thou

1. Loans secured by real estate:

<S> <C> <C> <C> <C> <C> <C>
a. To U.S. addressees (domicile) ........................................ 4651 177 4661 1,655 1.a.
b. To non-U.S. addressees (domicile) .................................... 4652 0 4662 0 1.b.
2. Loans to depository institutions and acceptances of other banks:
a. To U.S. banks and other U.S. depository institutions ................. 4653 0 4663 0 2.a.
b. To foreign banks ..................................................... 4654 0 4664 0 2.b.
3. Loans to finance agricultural production and other loans to farmers ..... 4655 0 4665 0 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile) ........................................ 4645 107 4617 201 4.a.
b. To non-U.S. addressees (domicile) .................................... 4646 0 4618 0 4.b.
5. Loans to individuals for household, family, and other personal expenditures:
a. Credit cards and related plans ....................................... 4656 118 4666 55 5.a.
b. Other (includes single payment, installment, and all student
loans) ............................................................... 4657 7,659 4667 2,319 5.b.
6. Loans to foreign governments and official institutions .................. 4643 0 4627 0 6.
7. All other loans ......................................................... 4644 34 4628 7 7.
8. Lease financing receivables:
a. Of U.S. addressees (domicile) ........................................ 4658 567 4668 356 8.a.
b. Of non-U.S. addressees (domicile) .................................... 4659 0 4669 0 8.b.
9. Total (sum of items 1 through 8) ........................................ 4635 8,662 4605 4,593 9.

(Column A) (Column B)
Charge-offs Recoveries

Memoranda Calendar year-to-date
Dollar Amounts in Thousands RIAD Bil Mil Thou RIAD Bil Mil Thou

1.- 3. Not applicable

4. Loans to finance commercial real estate, construction, and land development
activities (not secured by real estate) included in

Schedule RI-B, part I, items 4 and 7, above ............................. 5409 0 5410 0 M.4.
5. Loans secured by real estate (sum of Memorandum items 5.a
through 5.e must equal sum of Schedule RI-B, part I, items 1.a and 1.b,
above):
a. Construction and land development .................................... 3582 0 3583 0 M.5.a.
b. Secured by farmland .................................................. 3584 0 3585 0 M.5.b.
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by 1-4 family residential
properties and extended under lines of credit .................... 5411 0 5412 0
M.5.c.(1)
(2) All other loans secured by 1-4 family residential properties ..... 5413 0 5414 343
M.5.c.(2)
d. Secured by multifamily (5 or more) residential properties ............ 3588 0 3589 0 M.5.d.
e. Secured by nonfarm nonresidential properties ......................... 3590 177 3591 1,312 M.5.e.
</TABLE>

6
<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RI-5

City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48
FDIC Certificate No.: |1|8|1|6|9|

Schedule RI-B--Continued

Part II. Changes in Allowance for Credit Losses
<TABLE>
<CAPTION>

Dollar Amounts in Thousands RIAD Bil Mil Thou

<S><C> <C> <C> <C>
1. Balance originally reported in the December 31, 1997, Reports of Condition and Income ........ 3124 21,148 1.
2. Recoveries (must equal or exceed part I, item 9, column B above) ............................. 2419 4,593 2.
3. LESS: Charge-offs (must equal or exceed part I, item 9, column A above) ...................... 2432 8,662 3.
4. Provision for credit losses (must equal Schedule RI, item 4.a) ............................... 4230 6,243 4.
5. Adjustments* (see instructions for this schedule) ............................................ 4815 0 5.
6. Balance end of current period (sum of items 1 through 5) (must equal or exceed
Schedule RC,item 4.b) ........................................................................ A512 23,322 6.

*Describe on Schedule RI-E--Explanations.

Schedule RI-E--Explanations

Schedule RI-E is to be completed each quarter on a calendar year-to-date basis.

Detail all adjustments in Schedule RI-A and RI-B, all extraordinary items and
other adjustments in Schedule RI, and all significant items of other noninterest
income and other noninterest expense in Schedule RI. (See instructions for
details.)

I395

Year-to-date

Dollar Amounts in Thousands RIAD Bil Mil Thou

1. All other noninterest income (from Schedule RI, item 5.f.(2)) Report amounts
that exceed 10% of Schedule RI, item 5.f.(2):
a. Net gains (losses) on other real estate owned ............................................ 5415 0 1.a.
b. Net gains (losses) on sales of loans ..................................................... 5416 85 1.b.
c. Net gains (losses) on sales of premises and fixed assets ................................. 5417 0 1.c.
Itemize and describe the three largest other amounts that exceed 10% of Schedule RI,
item 5.f.(2):
d. TEXT 4461 Services provided to affiliates 4461 217 1.d.
e. TEXT 4462 Sales income 4462 67 1.e.
f. TEXT 4463 Deluxe Check printing rebate 4463 67 1.f.
2. Other noninterest expense (from Schedule RI, item 7.c):
a. Amortization expense of intangible assets ................................................ 4531 593 2.a.
Report amounts that exceed 10% of Schedule RI, item 7.c:
b. Net (gains) losses on other real estate owned ............................................ 5418 0 2.b.
c. Net (gains) losses on sales of loans ..................................................... 5419 0 2.c.
d. Net (gains) losses on sales of premises and fixed assets ................................. 5420 0 2.d.
Itemize and describe the three largest other amounts that exceed 10% of Schedule RI,
item 7.c:
e. TEXT 4464 Credit card clearing fees 4464 1,365 2.e.
f. TEXT 4467 4467 2.f.
g. TEXT 4468 4468 2.g.
</TABLE>

7
<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RI-6

City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48
FDIC Certificate No.: |1|8|1|6|9|

Schedule RI-E--Continued
<TABLE>
<CAPTION>

Year-to-date

Dollar Amounts in Thousands RIAD Bil Mil Thou

3. Extraordinary items and other adjustments and applicable income tax effect
(from Schedule RI, item 11) (itemize and describe all extraordinary items
and other adjustments):

<S> <C> <C> <C> <C> <C>
a. (1) TEXT 4469 4469 3.a.(1)
(2) Applicable income tax effect RIAD 4486 3.a.(2)
b. (1) TEXT 4487 4487 3.b.(1)
(2) Applicable income tax effect RIAD 4488 3.b.(2)
c. (1) TEXT 4489 4489 3.c.(1)
(2) Applicable income tax effect RIAD 4491 3.c.(2)
4. Equity capital adjustments from amended Reports of Income (from Schedule
RI-A, item 2) (itemize and describe all adjustments):

a. TEXT 4492 4492 4.a.
b. TEXT 4493 4493 4.b.
5. Cumulative effect of changes in accounting principles from prior years (from
Schedule RI-A, item 9) (itemize and describe all changes in accounting
principles):

a. TEXT 4494 4494 5.a.
b. TEXT 4495 4495 5.b.
6. Corrections of material accounting errors from prior years (from Schedule
RI-A, item 10) (itemize and describe all corrections):

a. TEXT 4496 4496 6.a.
b. TEXT 4497 4497 6.b.
7. Other transactions with parent holding company (from Schedule RI-A, item 12)
(itemize and describe all such transactions):

a. TEXT 4498 4498 7.a.
b. TEXT 4499 4499 7.b.
8. Adjustments to allowance for credit losses (from Schedule RI-B, part II,
item 5) (itemize and describe all adjustments):

a. TEXT 4521 4521 8.a.
b. TEXT 4522 4522 8.b.
9. Other explanations (the space below is provided for the bank to briefly describe, at its I398 I399
option, any other significant items affecting the Report of Income):
No comment X (RIAD 4769)

Other explanations (please type or print clearly):
(TEXT 4769)
</TABLE>

8
<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RC-1

City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48

FDIC Certificate No.: |1|8|1|6|9|

Consolidated Report of Condition for Insured Commercial
and State-Chartered Savings Banks for June 30, 1998

All schedules are to be reported in thousands of dollars. Unless otherwise
indicated, report the amount outstanding as of the last business day of the
quarter.

Schedule RC--Balance Sheet
<TABLE>
<CAPTION>

C300 <-

Dollar Amounts in Thousands RCON Bil Mil Thou

ASSETS
<S> <C> <C> <C> <C>

1. Cash and balances due from depository institutions (from Schedule RC-A):
a. Noninterest-bearing balances and currency and coin(1) ................................... 0081 57,457 1.a.
b. Interest-bearing balances(2) ............................................................ 0071 0 1.b.
2. Securities:
a. Held-to-maturity securities (from Schedule RC-B, column A) .............................. 1754 207,290 2.a.
b. Available-for-sale securities (from Schedule RC-B, column D) ............................ 1773 313,837 2.b.
3. Federal funds sold and securities purchased under agreements to resell ..................... 1350 60,000 3.
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income (from Schedule RC-C) RCON 2122 943,002 4.a.
b. LESS: Allowance for loan and lease losses .................... RCON 3123 23,322 4.b.
c. LESS: Allocated transfer risk reserve ........................ RCON 3128 0 4.c.
d. Loans and leases, net of unearned income,

allowance, and reserve (item 4.a minus 4.b and 4.c) ..................................... 2125 919,680 4.d.
5. Trading assets (from Schedule RC-D) ........................................................ 3545 0 5.
6. Premises and fixed assets (including capitalized leases) ................................... 2145 14,712 6.
7. Other real estate owned (from Schedule RC-M) ............................................... 2150 200 7.
8. Investments in unconsolidated subsidiaries and associated companies (from Schedule RC-M) ... 2130 0 8.
9. Customers' liability to this bank on acceptances outstanding ............................... 2155 0 9.
10. Intangible assets (from Schedule RC-M) ..................................................... 2143 16,563 10.
11. Other assets (from Schedule RC-F) .......................................................... 2160 28,888 11.
12. Total assets (sum of items 1 through 11) ................................................... 2170 1,618,627 12.

(1) Includes cash items in process of collection and unposted debits. (2)
Includes time certificates of deposit not held for trading.
</TABLE>

9
<PAGE>

Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RC-2

City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48

FDIC Certificate No.: |1|8|1|6|9|

Schedule RC--Continued
<TABLE>
<CAPTION>

Dollar Amounts in Thousands RCON Bil Mil Thou

LIABILITIES
13. Deposits:

<S> <C> <C> <C> <C>
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E) ................... 2200 1,435,805 13.a.
(1) Noninterest-bearing(1) ....................................... RCON 6631 274,807
13.a.(1)
(2) Interest-bearing ............................................. RCON 6636 1,160,998
13.a.(2)
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs ...............................
(1) Noninterest-bearing .....................................................................
(2) Interest-bearing ........................................................................

14. Federal funds purchased and securities sold under agreements to repurchase ..................... 2800 12,043 14.
15. a. Demand notes issued to the U.S. Treasury .................................................... 2840 1,000 15.a.
b. Trading liabilities (from Schedule RC-D) .................................................... 3548 0 15.b.
16. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases):
a. With a remaining maturity of one year or less ............................................... 2332 1,000 16.a.
b. With a remaining maturity of more than one year through three years ......................... A547 12,000 16.b.
c. With a remaining maturity of more than three years .......................................... A548 20,000 16.c.
17. Not applicable
18. Bank's liability on acceptances executed and outstanding ....................................... 2920 0 18.
19. Subordinated notes and debentures(2) ........................................................... 3200 0 19.
20. Other liabilities (from Schedule RC-G) ......................................................... 2930 9,015 20.
21. Total liabilities (sum of items 13 through 20) ................................................. 2948 1,490,863 21.
22. Not applicable

EQUITY CAPITAL

23. Perpetual preferred stock and related surplus .................................................. 3838 0 23.
24. Common stock ................................................................................... 3230 2,798 24.
25. Surplus (exclude all surplus related to preferred stock) ....................................... 3839 55,728 25.
26. a. Undivided profits and capital reserves ...................................................... 3632 68,564 26.a.
b. Net unrealized holding gains (losses) on available-for-sale securities ...................... 8434 674 26.b.
27. Cumulative foreign currency translation adjustments ............................................
28. Total equity capital (sum of items 23 through 27) .............................................. 3210 127,764 28.
29. Total liabilities and equity capital (sum of items 21 and 28) .................................. 3300 1,618,627 29.

Memorandum

To be reported only with the March Report of Condition.

1. Indicate in the box at the right the number of the statement below that best describes the

most comprehensive level of auditing work performed for the bank by independent external Number
auditors as of any date during 1997 .............................................................. RCON 6724 N/A M.1.
</TABLE>
<TABLE>
<CAPTION>

<S> <C>
1 = Independent audit of the bank conducted in accordance 4 = Directors' examination of the bank performed by other ex-
with generally accepted auditing standards by a certified ternal auditors (may be required by state chartering
public accounting firm which submits a report on the bank authority)
2 = Independent audit of the bank's parent holding company 5 = Review of the bank's financial statements by external
conducted in accordance with generally accepted audit- auditors
ing standards by a certified public accounting firm which 6 = Compilation of the bank's financial statements by external
submits a report on the consolidated holding company auditors
(but not on the bank separately) 7 = Other audit procedures (excluding tax preparation work)
3 = Directors' examination of the bank conducted in accor- 8 = No external audit work
dance with generally accepted auditing standards by a
certified public accounting firm (may be required by state
chartering authority)
</TABLE>

(1) Includes total demand deposits and noninterest-bearing time and savings
deposits. (2) Includes limited-life preferred stock and related surplus.

<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RC-3

City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48
FDIC Certificate No.: |1|8|1|6|9|

Schedule RC-A--Cash and Balances Due From Depository Institutions

Exclude assets held for trading.
<TABLE>
<CAPTION>

C305

Dollar Amounts in Thousands RCON Bil Mil Thou

1. Cash items in process of collection, unposted debits, and currency and coin:

<S><C> <C> <C> <C>
a. Cash items in process of collection and unposted debits ...................................... 0020 7,249 1.a.
b. Currency and coin ............................................................................ 0080 11,163 1.b.
2. Balances due from depository institutions in the U.S.:
a. U.S. branches and agencies of foreign banks .................................................. 0083 0 2.a.
b. Other commercial banks in the U.S. and other depository institutions in the U.S. ............. 0085 35,853 2.b.
3. Balances due from banks in foreign countries and foreign central banks:
a. Foreign branches of other U.S. banks ......................................................... 0073 0 3.a.
b. Other banks in foreign countries and foreign central banks ................................... 0074 0 3.b.
4. Balances due from Federal Reserve Banks ......................................................... 0090 3,192 4.
5. Total (sum of items 1 through 4) (must equal Schedule RC, sum of items 1.a and 1.b) ............. 0010 57,457 5.

Memorandum

Dollar Amounts in Thousands RCON Bil Mil Thou

1. Noninterest-bearing balances due from commercial banks in the U.S. (included in items 2.a
and 2.b above) .................................................................................. 0050 35,853 M.1.

Schedule RC-B--Securities

Exclude assets held for trading.

C310 <-

Held-to-maturity Available-for-sale
(Column A) (Column B) (Column C) (Column D)
Amortized Cost Fair Value Amortized Cost Fair Value(1)

Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
1. U.S. Treasury securities ......... 0211 65,553 0213 65,974 1286 113,953 1287 114,435 1.
2. U.S. Government agency
obligations (exclude
mortgage-backed securities):
a. Issued by U.S. Govern-
ment agencies(2) .............. 1289 0 1290 0 1291 0 1293 0 2.a.
b. Issued by U.S.
Government-sponsored
agencies(3) ................... 1294 32,454 1295 32,534 1297 75,163 1298 75,515 2.b.

(1) Includes equity securities without readily determinable fair values at
historical cost in item 6.b, column D. (2) Includes Small Business
Administration "Guaranteed Loan Pool Certificates," U.S. Maritime Administration
obligations, and

Export-Import Bank participation certificates.

(3) Includes obligations (other than mortgage-backed securities) issued by the
Farm Credit System, the Federal Home Loan Bank System, the Federal Home Loan
Mortgage Corporation, the Federal National Mortgage Association, the
Financing Corporation, Resolution Funding Corporation, the Student Loan
Marketing Association, and the Tennessee Valley Authority.
</TABLE>
11
<PAGE>

Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RC-4

City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48
FDIC Certificate No.: |1|8|1|6|9|

Schedule RC-B--Continued
<TABLE>
<CAPTION>

Held-to-maturity Available-for-sale
(Column A) (Column B) (Column C) (Column D)
Amortized Cost Fair Value Amortized Cost Fair Value(1)
Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON
Bil Mil Thou RCON Bil Mil Thou 3. Securities issued by states
and political subdivisions
in the U.S.:

<S><C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
a. General obligations ........... 1676 96,830 1677 109,700 1678 15,847 1679 15,934 3.a.
b. Revenue obligations ........... 1681 12,453 1686 13,998 1690 4,335 1691 4,363 3.b.
c. Industrial development
and similar obligations ....... 1694 0 1695 0 1696 0 1697 0 3.c.
4. Mortgage-backed
securities (MBS):

a. Pass-through securities:
(1) Guaranteed by
GNMA ...................... 1698 0 1699 0 1701 0 1702 0
4.a.(1)
(2) Issued by FNMA
and FHLMC ................. 1703 0 1705 0 1706 1,197 1707 1,191
4.a.(2)
(3) Other pass-through
securities ................ 1709 0 1710 0 1711 0 1713 0
4.a.(3)
b. Other mortgage-backed
securities (include CMOs,
REMICs, and stripped
MBS):
(1) Issued or guaranteed
by FNMA, FHLMC,
or GNMA ................... 1714 0 1715 0 1716 79,534 1717 79,733
4.b.(1)
(2) Collateralized
by MBS issued or
guaranteed by FNMA,

FHLMC, or GNMA ............ 1718 0 1719 0 1731 0 1732 0
4.b.(2)
(3) All other mortgage-backed
securities ................ 1733 0 1734 0 1735 0 1736 0
4.b.(3)
5. Other debt securities: a. Other domestic debt
securities .................... 1737 0 1738 0 1739 14,380 1741 14,432 5.a.
b. Foreign debt
securities .................... 1742 0 1743 0 1744 0 1746 0 5.b.
6. Equity securities:
a. Investments in mutual funds and
other equity securities
with readily determin-
able fair values .............. A510 0 A511 0 6.a.
b. All other equity
securities(1) ................. 1752 8,234 1753 8,234 6.b.
7. Total (sum of items 1
through 6) (total of
column A must equal
Schedule RC, item 2.a)
(total of column D must
equal Schedule RC,
item 2.b) ........................ 1754 207,290 1771 222,206 1772 312,643 1773 313,837 7.

(1) Includes equity securities without readily determinable fair values at
historical cost in item 6.b, column D.
</TABLE>

<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RC-5

City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48

FDIC Certificate No.: |1|8|1|6|9|

Schedule RC-B--Continued

Memoranda C312
Dollar Amounts in Thousands RCON Bil Mil Thou
<S><C> <C> <C> <C>
1. Pledged securities(1) ......................................................................... 0416 160,050 M.1.
2. Maturity and repricing data for debt securities(1),(2) (excluding those in
nonaccrual status):
a. Securities issued by the U.S. Treasury, U.S. Government agencies, and
states and political subdivisions in the U.S.; other non-mortgage debt
securities; and mortgage pass-through securities other than those backed
by closed-end first lien 1-4 family residential mortgages with a remaining
maturity or repricing frequency of:(3)(4)

(1) Three months or less ................................................................... A549 28,346
M.2.a.(1)
(2) Over three months through 12 months .................................................... A550 75,831
M.2.a.(2)
(3) Over one year through three years ...................................................... A551 232,964
M.2.a.(3)
(4) Over three years through five years .................................................... A552 25,408
M.2.a.(4)
(5) Over five years through 15 years ....................................................... A553 24,686
M.2.a.(5)
(6) Over 15 years .......................................................................... A554 44,734
M.2.a.(6)
b. Mortgage pass-through securities backed by closed-end first lien 1-4 family residential
mortgages with a remaining maturity or repricing frequency of:(3)(5)
(1) Three months or less ................................................................... A555 0
M.2.b.(1)

(2) Over three months through 12 months .................................................... A556 0
M.2.b.(2)
(3) Over one year through three years ...................................................... A557 0
M.2.b.(3)
(4) Over three years through five years .................................................... A558 0
M.2.b.(4)
(5) Over five years through 15 years ....................................................... A559 0
M.2.b.(5)
(6) Over 15 years .......................................................................... A560 1,191
M.2.b.(6)
c. Other mortgage-backed securities (include CMOs, REMICs, and stripped MBS; exclude mortgage
pass-through securities) with an expected average life of:(6)
(1) Three years or less .................................................................... A561 42,828
M.2.c.(1)
(2) Over three years ....................................................................... A562 36,905
M.2.c.(2)
d. Fixed rate AND floating rate debt securities with a REMAINING MATURITY of
one year or less
(included in Memorandum items 2.a through 2.c above) ....................................... A248 94,608 M.2.d.
3.-6. Not applicable

7. Amortized cost of held-to-maturity securities sold or transferred to
available-for-sale or trading securities during the calendar year-to-date
(report the amortized cost at date
of sale or transfer) .......................................................................... 1778 0 M.7.
8. High-risk mortgage securities (included in the held-to-maturity and available-for-sale
accounts in Schedule RC-B, item 4.b):
a. Amortized cost ............................................................................. 8780 0 M.8.a.
b. Fair value ................................................................................. 8781 0 M.8.b.
9. Structured notes (included in the held-to-maturity and available-for-sale
accounts in Schedule RC-B, items 2, 3, and 5):
a. Amortized cost ............................................................................. 8782 0 M.9.a.
b. Fair value ................................................................................. 8783 0 M.9.b.
</TABLE>
(1) Includes held-to-maturity securities at amortized cost and
available-for-sale securities at fair value.

(2) Exclude equity securities, e.g., investments in mutual funds, Federal
Reserve stock, common stock, and preferred stock.

(3) Report fixed rate debt securities by remaining maturity and floating rate
debt securities by repricing frequency.

(4) Sum of Memorandum items 2.a.(1) through 2.a.(6) plus any nonaccrual debt
securities in the categories of debt securities reported in Memorandum item 2.a
that are included in Schedule RC-N, item 9, column C, must equal Schedule RC-B,
sum of items 1, 2, 3, and 5, columns A and D, plus mortgage pass-through
securities other than those backed by closed-end first lien 1-4 family
residential mortgages included in Schedule RC-B, item 4.a, columns A and D.

(5) Sum of Memorandum items 2.b.(1) through 2.b.(6) plus any nonaccrual mortgage
pass-through securities backed by closed-end first lien 1-4 family residential
mortgages included in Schedule RC-N, item 9, column C, must equal Schedule RC-B,
item 4.a, sum of columns A and D, less the amount of mortgage pass-through
securities other than those backed by closed-end first lien 1-4 family
residential mortgages included in Schedule RC-B, item 4.a, columns A and D.

(6) Sum of Memorandum items 2.c.(1) and 2.c.(2) plus any nonaccrual "Other
mortgage-backed securities" included in Schedule RC-N, item 9, column C, must
equal Schedule RC-B, item 4.b, sum of columns A and D.

<PAGE>

Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RC-6

City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48

FDIC Certificate No.: |1|8|1|6|9|

Schedule RC-C--Loans and Lease Financing Receivables

Part I. Loans and Leases

Do not deduct the allowance for loan and lease losses from amounts reported in
this schedule. Report total loans and leases, net of unearned income. Exclude
assets held for trading and commercial paper.

C315
Dollar Amounts in Thousands RCON Bil Mil Thou

1. Loans secured by real estate:
<S> <C> <C> <C>
a. Construction and land development ..................................................... 1415 30,906 1.a.
b. Secured by farmland (including farm residential and other improvements) ............... 1420 10,400 1.b.
c. Secured by 1-4 family residential properties:

(1) Revolving, open-end loans secured by 1-4 family residential
properties and extended under lines of credit ................................... 1797 34,796 1.c.(1)
(2) All other loans secured by 1-4 family residential properties:
(a) Secured by first liens ........................................................ 5367 231,566 1.c.(2)(a)
(b) Secured by junior liens ....................................................... 5368 31,377 1.c.(2)(b)
d. Secured by multifamily (5 or more) residential properties ............................. 1460 22,585 1.d.
e. Secured by nonfarm nonresidential properties .......................................... 1480 261,642 1.e.
2. Loans to depository institutions: a. To commercial banks in the U.S.:

(1) To U.S. branches and agencies of foreign banks .................................... 1506 0 2.a.(1)
(2) To other commercial banks in the U.S. ............................................. 1507 0 2.a.(2)
b. To other depository institutions in the U.S. .......................................... 1517 0 2.b.
c. To banks in foreign countries:
(1) To foreign branches of other U.S. banks ........................................... 1513 0 2.c.(1)
(2) To other banks in foreign countries ............................................... 1516 0 2.c.(2)
3. Loans to finance agricultural production and other loans to farmers ...................... 1590 3,791 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile) ......................................................... 1763 132,017 4.a.
b. To non-U.S. addressees (domicile) ..................................................... 1764 0 4.b.
5. Acceptances of other banks:
a. Of U.S. banks ......................................................................... 1756 0 5.a.
b. Of foreign banks ...................................................................... 1757 4,977 5.b.
6. Loans to individuals for household, family, and other personal expenditures
(i.e., consumer loans) (includes purchased paper):
a. Credit cards and related plans (includes check credit and other revolving credit plans) 2008 8,120 6.a.
b. Other (includes single payment, installment, and all student loans) ................... 2011 92,185 6.b.
7. Loans to foreign governments and official institutions (including foreign central banks) . 2081 0 7.
8. Obligations (other than securities and leases) of states and political subdivisions
in the U.S. .............................................................................. 2107 7,775 8.
9. Other loans:
a. Loans for purchasing or carrying securities (secured and unsecured) ................... 1545 0 9.a.
b. All other loans (exclude consumer loans) .............................................. 1564 2,619 9.b.
10. Lease financing receivables (net of unearned income):
a. Of U.S. addressees (domicile) ......................................................... 2182 68,246 10.a.
b. Of non-U.S. addressees (domicile) ..................................................... 2183 0 10.b.
11. LESS: Any unearned income on loans reflected in items 1-9 above .......................... 2123 0 11.
12. Total loans and leases, net of unearned income (sum of items 1 through 10
minus item 11) (must equal Schedule RC, item 4.a) ........................................ 2122 943,002 12.
</TABLE>

14
<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RC-7

City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48

FDIC Certificate No.: |1|8|1|6|9|

Schedule RC-C--Continued

Part I. Continued

Memoranda
<TABLE>
<CAPTION>

Dollar Amounts in Thousands RCON Bil Mil Thou

1. Not applicable

2. Loans and leases restructured and in compliance with modified terms (included
in Schedule RC-C, part I, above and not reported as past due or nonaccrual in
Schedule RC-N, Memorandum item 1): a. Loans secured by real estate:

<S> <C> <C> <C> <C> <C>
(1) To U.S. addressees (domicile) ......................................................... 1687 0 M.2.a.(1)
(2) To non-U.S. addressees (domicile) ..................................................... 1689 0 M.2.a.(2)
b. All other loans and all lease financing receivables (exclude loans to individuals
for household, family, and other personal expenditures) ................................... 8691 0 M.2.b.
c. Commercial and industrial loans to and lease financing receivables of
non-U.S. addressees (domicile) included in Memorandum item 2.b above ...................... 8692 0 M.2.c.
3. Maturity and repricing data for loans and leases (excluding those in nonaccrual status):
a. Closed-end loans secured by first liens on 1-4 family residential
properties (reported in Schedule RC-C, part I, item 1.c.(2)(a)) with a
remaining maturity or repricing frequency of:(1)(2)
(1) Three months or less .................................................................. A564 15,834 M.3.a.(1)
(2) Over three months through 12 months ................................................... A565 170,957 M.3.a.(2)
(3) Over one year through three years ..................................................... A566 1,786 M.3.a.(3)
(4) Over three years through five years ................................................... A567 1,411 M.3.a.(4)
(5) Over five years through 15 years ...................................................... A568 30,874 M.3.a.(5)
(6) Over 15 years ......................................................................... A569 8,174 M.3.a.(6)
b. All loans and leases (reported in Schedule RC-C, part I, items 1 through
10) EXCLUDING closed-end loans secured by first liens on 1-4 family
residential properties (reported in Schedule RC-C, part I, item
1.c.(2)(a)) with a remaining maturity or repricing frequency of:(1)(3)
(1) Three months or less .................................................................. A570 233,382 M.3.b.(1)
(2) Over three months through 12 months ................................................... A571 92,296 M.3.b.(2)
(3) Over one year through three years ..................................................... A572 117,920 M.3.b.(3)
(4) Over three years through five years ................................................... A573 185,487 M.3.b.(4)
(5) Over five years through 15 years ...................................................... A574 71,260 M.3.b.(5)
(6) Over 15 years ......................................................................... A575 5,121 M.3.b.(6)
c. Fixed rate AND floating rate loans and leases (reported in Schedule RC-C, part I, items 1
through 10) with a REMAINING MATURITY of one year or less ................................. A247 141,493 M.3.c.
d. Fixed rate AND floating rate loans secured by nonfarm nonresidential properties (reported
in Schedule RC-C, part I, item 1.e) with a REMAINING MATURITY of over five years ......... A577 168,784 M.3.d.
e. Fixed rate AND floating rate commercial and industrial loans (reported in Schedule RC-C,
part I, item 4) with a REMAINING MATURITY of over three years ............................. A578 44,996 M.3.e.
</TABLE>

(1) Report fixed rate loans and leases by remaining maturity and floating rate
loans by repricing frequency.
(2) Sum of Memorandum items 3.a.(1) through 3.a.(6) plus total nonaccrual
closed-end loans secured by first liens on 1-4 family residential properties
included in Schedule RC-N, Memorandum item 3.c.(2), column C, must equal
total closed-end loans secured by first liens on 1-4 family residential
properties from Schedule RC-C, part I, item 1.c.(2)(a).
(3) Sum of Memorandum items 3.b.(1) through 3.b.(6), plus total nonaccrual loans
and leases from Schedule RC-N, sum of items 1 through 8, column C, minus
nonaccrual closed-end loans secured by first liens on 1-4 family residential
properties included in Schedule RC-N, Memorandum item 3.c.(2), column C,
must equal total loans and leases from Schedule RC-C, part I, sum of items 1
through 10, minus total closed-end loans secured by first liens on 1-4
family residential properties from Schedule RC-C, part I, item 1.c.(2)(a).

<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RC-8
City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48

FDIC Certificate No.: |1|8|1|6|9|

Schedule RC-C--Continued

Part I. Continued

Memoranda (Continued)
<TABLE>
<CAPTION>

Dollar Amounts in Thousands RCON Bil Mil Thou

<S> <C> <C> <C> <C>
4. Loans to finance commercial real estate, construction, and land development activities (not
secured by real estate) included in Schedule RC-C, part I, items 4 and 9.b, page RC-6(1) ..... 2746 195 M.4.
5. Loans and leases held for sale (included in Schedule RC-C, part I, page RC-6) ................ 5369 0 M.5.
6. Adjustable rate closed-end loans secured by first liens on 1-4 family residential properties
(included in Schedule RC-C, part I, item 1.c.(2)(a), page RC-6) .............................. 5370 188,029 M.6.

(1) Exclude loans secured by real estate that are included in Schedule RC-C,
part I, items 1.a through 1.e.

Schedule RC-D--Trading Assets and Liabilities

Schedule RC-D is to be completed only by banks with $1 billion or more in total
assets or with $2 billion or more in par/notional amount of off-balance sheet
derivative contracts (as reported in Schedule RC-L, items 14.a through 14.e,
columns A through D).

C320

Dollar Amounts in Thousands RCON Bil Mil Thou

ASSETS

1. U.S. Treasury securities .................................................................... 3531 0 1.
2. U.S. Government agency obligations (exclude mortgage-backed securities) ..................... 3532 0 2.
3. Securities issued by states and political subdivisions in the U.S. .......................... 3533 0 3.
4. Mortgage-backed securities (MBS):
a. Pass-through securities issued or guaranteed by FNMA, FHLMC, or GNMA ..................... 3534 0 4.a.
b. Other mortgage-backed securities issued or guaranteed by FNMA, FHLMC, or GNMA
(include CMOs, REMICs, and stripped MBS) ................................................. 3535 0 4.b.
c. All other mortgage-backed securities ..................................................... 3536 0 4.c.
5. Other debt securities ....................................................................... 3537 0 5.
6.-8. Not applicable
9. Other trading assets ........................................................................ 3541 0 9.
10. Not applicable
11. Revaluation gains on interest rate, foreign exchange rate, and other commodity and equity
contracts ................................................................................... 3543 0 11.
12. Total trading assets (sum of items 1 through 11) (must equal Schedule RC, item 5) ........... 3545 0 12.

LIABILITIES RCON Bil Mil Thou
13. Liability for short positions ............................................................... 3546 0 13.
14. Revaluation losses on interest rate, foreign exchange rate, and other commodity and equity
contracts ................................................................................... 3547 0 14.
15. Total trading liabilities (sum of items 13 and 14) (must equal Schedule RC, item 15.b) ...... 3548 0 15.
</TABLE>

16
<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RC-8a
City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48

FDIC Certificate No.: |1|8|1|6|9|

Schedule RC-C--Continued

Part II. Loans to Small Businesses and Small Farms

Schedule RC-C, Part II is to be reported only with the June Report of Condition.

Report the number and amount currently outstanding as of June 30 of business
loans with "original amounts" of $1,000,000 or less and farm loans with
"original amounts" of $500,000 or less. The following guidelines should be used
to determine the "original amount" of a loan: (1) For loans drawn down under
lines of credit or loan commitments, the "original amount" of the loan is the
size of the line of credit or loan commitment when the line of credit or loan
commitment was most recently approved, extended, or renewed prior to the report
date. However, if the amount currently outstanding as of the report date exceeds
this size, the "original amount" is the amount currently outstanding on the
report date. (2) For loan participations and syndications, the "original amount"
of the loan participation or syndication is the entire amount of the credit
originated by the lead lender. (3) For all other loans, the "original amount" is
the total amount of the loan at origination or the amount currently outstanding
as of the report date, whichever is larger.

Loans to Small Businesses
<TABLE>
<CAPTION>

<S><C> <C> <C>
1. Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of your
bank's "Loans secured by nonfarm nonresidential properties" reported in Schedule RC-C, part I, item 1.e,
and all or substantially all of the dollar volume of your bank's "Commercial and industrial loans to
U.S. addressees" reported in Schedule RC-C, part I, item 4.a, have original amounts of $100,000 or C318
less (If your bank has no loans outstanding in both of these two loan categories, place an "X" RCON YES NO
in the box marked "NO".) ......................................................................... 6999 X 1.

If YES, complete items 2.a and 2.b below, skip items 3 and 4, and go to item 5.
If NO and your bank has loans outstanding in either loan category, skip items
2.a and 2.b, complete items 3 and 4 below, and go to item 5. If NO and your bank
has no loans outstanding in both loan categories, skip items 2 through 4, and go
to item 5.

2. Report the total number of loans currently outstanding for each of the Number
of Loans following Schedule RC-C, part I, loan categories: RCON a. "Loans
secured by nonfarm nonresidential properties" reported in Schedule

RC-C, part I, item 1.e. (Note: Item 1.e divided by the number of loans
should NOT exceed $100,000.) .............................................. 5562 N/A 2.a.
b. "Commercial and industrial loans to U.S. addressees" reported in Schedule
RC-C, part I, item 4.a. (Note: Item 4.a divided by the number of loans
should NOT exceed $100,000.) ............................................. 5563 N/A 2.b.

(Column A) (Column B)

Amount
Currently

Number of Loans Outstanding
Dollar Amounts in Thousands RCON RCON Bil Mil Thou

3. Number and amount currently outstanding of "Loans secured by nonfarm
nonresidential properties" reported in Schedule RC-C, part I, item 1.e
(sum of items 3.a through 3.c must be less than or equal to
Schedule RC-C, part I, item 1.e):
a. With original amounts of $100,000 or less ................................ 5564 113 5565 9,282 3.a.
b. With original amounts of more than $100,000 through $250,000 ............. 5566 157 5567 19,901 3.b.
c. With original amounts of more than $250,000 through $1,000,000 ........... 5568 194 5569 71,672 3.c.
4. Number and amount currently outstanding of "Commercial and industrial
loans to U.S. addressees" reported in Schedule RC-C, part I, item 4.a
(sum of items 4.a through 4.c must be less than or equal to
Schedule RC-C, part I, item 4.a):
a. With original amounts of $100,000 or less ................................ 5570 1,531 5571 33,183 4.a.
b. With original amounts of more than $100,000 through $250,000 ............. 5572 191 5573 21,048 4.b.
c. With original amounts of more than $250,000 through $1,000,000 ........... 5574 125 5575 37,400 4.c.
</TABLE>

16a

<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page

RC-8b
City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48

FDIC Certificate No.: |1|8|1|6|9|

Schedule RC-C--Continued

Part II. Continued

Agricultural Loans to Small Farms
<TABLE>
<CAPTION>

<S><C> <C> <C>
5. Indicate in the appropriate box at the right whether all or substantially all of the dollar volume of
your bank's "Loans secured by farmland (including farm residential and other improvements)" reported
in Schedule RC-C, part I, item 1.b, and all or substantially all of the dollar volume of your bank's
"Loans to finance agricultural production and other loans to farmers" reported in Schedule RC-C, part I,
item 3, have original amounts of $100,000 or less (If your bank has no loans outstanding in both YES NO
of these two loan categories, place an "X" in the box marked "NO".) .............................. 6860 X 5.

If YES, complete items 6.a and 6.b below and do not complete items 7 and 8. If
NO and your bank has loans outstanding in either loan category, skip items 6.a
and 6.b and complete items 7 and 8 below. If NO and your bank has no loans
outstanding in both loan categories, do not complete items 6 through 8.

6. Report the total number of loans currently outstanding for each of the Number
of Loans following Schedule RC-C, part I, loan categories: RCON a. "Loans
secured by farmland (including farm residential and other

improvements)" reported in Schedule RC-C, part I, item 1.b. (Note: Item

1.b divided by the number of loans should NOT exceed $100,000.) .......... 5576 N/A 6.a.
b. "Loans to finance agricultural production and other loans to farmers"
reported in Schedule RC-C, part I, item 3. (Note: Item 3 divided by

the number of loans should NOT exceed $100,000.) ......................... 5577 N/A 6.b.

(Column A) (Column B)

Amount
Currently

Number of Loans Outstanding

Dollar Amounts in Thousands RCON RCON Bil Mil Thou

7. Number and amount currently outstanding of "Loans secured by farmland
(including farm residential and other improvements)" reported in Schedule
RC-C, part I, item 1.b (sum of items 7.a through 7.c must be less than or
equal to Schedule RC-C, part I, item 1.b):
a. With original amounts of $100,000 or less ................................ 5578 5 5579 131 7.a.
b. With original amounts of more than $100,000 through $250,000 ............. 5580 13 5581 1,865 7.b.
c. With original amounts of more than $250,000 through $500,000 ............. 5582 8 5583 1,750 7.c.
8. Number and amount currently outstanding of "Loans to finance agricultural
production and other loans to farmers" reported in Schedule RC-C, part I,
item 3 (sum of items 8.a through 8.c must be less than or equal to
Schedule RC-C, part I, item 3):
a. With original amounts of $100,000 or less ................................ 5584 3 5585 27 8.a.
b. With original amounts of more than $100,000 through $250,000 ............. 5586 1 5587 155 8.b.
c. With original amounts of more than $250,000 through $500,000 ............. 5588 0 5589 0 8.c.
</TABLE>

16b
<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RC-9

City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48
FDIC Certificate No.: |1|8|1|6|9|

Schedule RC-E--Deposit Liabilities
<TABLE>
<CAPTION>

C325

Nontransaction

Transaction Accounts Accounts
(Column A) (Column B) (Column C)
Total transaction Memo: Total Total
accounts (including demand deposits nontransaction
total demand (included in accounts
deposits) column A) (including MMDAs)
Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou

Deposits of:

<S> <C> <C> <C> <C> <C> <C> <C> <C>
1. Individuals, partnerships, and corporations .......... 2201 74,685 2240 33,738 2346 1,306,137 1.
2. U.S. Government ...................................... 2202 184 2280 184 2520 0 2.
3. States and political subdivisions in the U.S. ........ 2203 22,404 2290 22,404 2530 11,021 3.
4. Commercial banks in the U.S. ......................... 2206 1,723 2310 1,723 2550 0 4.
5. Other depository institutions in the U.S. ............ 2207 1,536 2312 1,536 2349 966 5.
6. Banks in foreign countries ........................... 2213 0 2320 0 2236 0 6.
7. Foreign governments and official institutions
(including foreign central banks) .................... 2216 0 2300 0 2377 0 7.
8. Certified and official checks ........................ 2330 17,149 2330 17,149 8.
9. Total (sum of items 1 through 8) (sum of
columns A and C must equal Schedule RC,
item 13.a) ........................................... 2215 117,681 2210 76,734 2385 1,318,124 9.

Memoranda

Dollar Amounts in Thousands RCON Bil Mil Thou

1. Selected components of total deposits (i.e., sum of item 9, columns A and C):
a. Total Individual Retirement Accounts (IRAs) and Keogh Plan accounts ......................... 6835 92,187 M.1.a.
b. Total brokered deposits ..................................................................... 2365 0 M.1.b.
c. Fully insured brokered deposits (included in Memorandum item 1.b above):

(1) Issued in denominations of less than $100,000 ........................................... 2343 0
M.1.c.(1)
(2) Issued either in denominations of $100,000 or in denominations greater than
$100,000 and participated out by the broker in shares of $100,000 or less ............... 2344 0
M.1.c.(2)
d. Maturity data for brokered deposits:

(1) Brokered deposits issued in denominations of less than $100,000 with a
remaining maturity of one year or less (included in Memorandum item 1.c.(1) above) ...... A243 0
M.1.d.(1)
(2) Brokered deposits issued in denominations of $100,000 or more with a remaining
maturity of one year or less (included in Memorandum item 1.b above) .................... A244 0
M.1.d.(2)
e. Preferred deposits (uninsured deposits of states and political
subdivisions in the U.S. reported in item 3 above which are secured or
collateralized as required under state law)
(to be completed for the December report only) .............................................. 5590 N/A M.1.e.
2. Components of total nontransaction accounts (sum of Memorandum items 2.a through 2.d must
equal item 9, column C, above):
a. Savings deposits:

(1) Money market deposit accounts (MMDAs) ................................................... 6810 768,983
M.2.a.(1)
(2) Other savings deposits (excludes MMDAs) ................................................. 0352 130,946
M.2.a.(2)
b. Total time deposits of less than $100,000 ................................................... 6648 252,920 M.2.b.
c. Total time deposits of $100,000 or more ..................................................... 2604 165,275 M.2.c.
3. All NOW accounts (included in column A above) .................................................. 2398 40,947 M.3.
4. Not applicable
</TABLE>

17
<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RC-10
City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48

FDIC Certificate No.: |1|8|1|6|9|

Schedule RC-E--Continued

Memoranda (Continued)
<TABLE>
<CAPTION>

Dollar Amounts in Thousands RCON Bil Mil Thou

<S> <C> <C> <C>
5. Maturity and repricing data for time deposits of less than $100,000: a. Time
deposits of less than $100,000 with a remaining maturity or repricing
frequency of:(1)(2)
(1) Three months or less ................................................................... A579 74,025
M.5.a.(1)
(2) Over three months through 12 months .................................................... A580 127,379
M.5.a.(2)
(3) Over one year through three years ...................................................... A581 35,436
M.5.a.(3)
(4) Over three years ....................................................................... A582 16,080
M.5.a.(4)
b. Fixed rate AND floating rate time deposits of less than $100,000 with a REMAINING MATURITY
of one year or less (included in Memorandum items 5.a.(1) through 5.a.(4) above) ........... A241 165,275 M.5.b.
6. Maturity and repricing data for time deposits of $100,000 or more:
a. Time deposits of $100,000 or more with a remaining maturity or repricing frequency of:(1)(3)
(1) Three months or less ................................................................... A584 65,099
M.6.a.(1)
(2) Over three months through 12 months .................................................... A585 80,699
M.6.a.(2)
(3) Over one year through three years ...................................................... A586 14,683
M.6.a.(3)
(4) Over three years ....................................................................... A587 4,794
M.6.a.(4)
b. Fixed rate AND floating rate time deposits of $100,000 or more with a REMAINING MATURITY of
one year or less (included in Memorandum items 6.a.(1) through 6.a.(4) above) .............. A242 145,668 M.6.b.
</TABLE>

(1) Report fixed rate time deposits by remaining maturity and floating rate time
deposits by repricing frequency.

(2) Sum of Memorandum items 5.a.(1) through 5.a.(4) must equal Schedule RC-E,
Memorandum item 2.b above.

(3) Sum of Memorandum items 6.a.(1) through 6.a.(4) must equal Schedule RC-E,
Memorandum item 2.c above.

18
<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RC-11
City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48
FDIC Certificate No.: |1|8|1|6|9|

Schedule RC-F--Other Assets
<TABLE>
<CAPTION>

C330
Dollar Amounts in Thousands RCON Bil Mil Thou

<S> <C> <C> <C> <C>
1. Income earned, not collected on loans ......................................................... 2164 5,181 1.
2. Net deferred tax assets(1) .................................................................... 2148 9,779 2.
3. Interest-only strips receivable (not in the form of a security)(2) on:
a. Mortgage loans ............................................................................. A519 0 3.a.
b. Other financial assets ..................................................................... A520 0 3.b.
4. Other (itemize and describe amounts that exceed 25% of this item) ............................. 2168 13,928 4.
a. TEXT 3549 IENC Securities RCON 3549 4,968 4.a.
b. TEXT 3550 RCON 3550 4.b.
c. TEXT 3551 RCON 3551 4.c.
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 11) ............................ 2160 28,888 5.

Memorandum

Dollar Amounts in Thousands RCON Bil Mil Thou

1. Deferred tax assets disallowed for regulatory capital purposes ................................ 5610 0 M.1.

Schedule RC-G--Other Liabilities

C335

Dollar Amounts in Thousands RCON Bil Mil Thou

1. a. Interest accrued and unpaid on deposits(3) ................................................. 3645 1,536 1.a.
b. Other expenses accrued and unpaid (includes accrued income taxes payable) .................. 3646 4,946 1.b.
2. Net deferred tax liabilities(1) ............................................................... 3049 0 2.
3. Minority interest in consolidated subsidiaries ................................................ 3000 0 3.
4. Other (itemize and describe amounts that exceed 25% of this item) ............................. 2938 2,533 4.
a. TEXT 3552 Undisbursed lease proceeds RCON 3552 1,148 4.a.
b. TEXT 3553 RCON 3553 4.b.
c. TEXT 3554 RCON 3554 4.c.
5. Total (sum of items 1 through 4) (must equal Schedule RC, item 20) ............................ 2930 9,015 5.
</TABLE>

(1) See discussion of deferred income taxes in Glossary entry on "income taxes."

(2) Report interest-only strips receivable in the form of a security as
available-for-sale securities in Schedule RC, item 2.b, or as trading assets
in Schedule RC, item 5, as appropriate.

(3) For savings banks, include "dividends" accrued and unpaid on deposits.

<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RC-12

City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48

FDIC Certificate No.: |1|8|1|6|9|

Schedule RC-K--Quarterly Averages(1)
<TABLE>
<CAPTION>

C355
Dollar Amounts in Thousands RCON Bil Mil Thou

ASSETS

<S> <C> <C> <C> <C>
1. Interest-bearing balances due from depository institutions .................................... 3381 0 1.
2. U.S. Treasury securities and U.S. Government agency obligations(2) ............................ 3382 358,741 2.
3. Securities issued by states and political subdivisions in the U.S.(2) ......................... 3383 127,698 3.
4. a. Other debt securities(2) ................................................................... 3647 14,487 4.a.
b. Equity securities(3) (includes investments in mutual funds and Federal Reserve stock) ...... 3648 8,206 4.b.
5. Federal funds sold and securities purchased under agreements to resell ........................ 3365 72,440 5.
6. Loans:
a. Total loans ................................................................................ 3360 874,681 6.a.
b. Loans secured by real estate ............................................................... 3385 537,346 6.b.
c. Loans to finance agricultural production and other loans to farmers ........................ 3386 4,083 6.c.
d. Commercial and industrial loans ............................................................ 3387 207,952 6.d.
e. Loans to individuals for household, family, and other personal expenditures ................ 3388 110,951 6.e.
7. Trading assets ................................................................................ 3401 0 7.
8. Lease financing receivables (net of unearned income) .......................................... 3484 64,804 8.
9. Total assets(4) ............................................................................... 3368 1,609,854 9.
LIABILITIES

10. Interest-bearing transaction accounts (NOW accounts, ATS accounts, and telephone
and preauthorized transfer accounts) (exclude demand deposits) ................................ 3485 179,291 10.

11. Nontransaction accounts:
a. Money market deposit accounts (MMDAs) ...................................................... 3486 430,456 11.a.
b. Other savings deposits ..................................................................... 3487 126,624 11.b.
c. Time deposits of $100,000 or more .......................................................... A514 145,355 11.c.
d. Time deposits of less than $100,000 ........................................................ A529 269,915 11.d.
12. Federal funds purchased and securities sold under agreements to repurchase .................... 3353 17,146 12.
13. Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) 3355 35,121 13.
</TABLE>

(1) For all items, banks have the option of reporting either (1) an average of
daily figures for the quarter, or (2) an average of weekly figures (i.e.,
the Wednesday of each week of the quarter).

(2) Quarterly averages for all debt securities should be based on amortized
cost.

(3) Quarterly averages for all equity securities should be based on
historical cost.

(4) The quarterly average for total assets should reflect all debt securities
(not held for trading) at amortized cost, equity securities with readily
determinable fair values at the lower of cost or fair value, and equity
securities without readily determinable fair values at historical cost.

<PAGE>
Legal Title of Bank:Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RC-13

City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48

FDIC Certificate No.: |1|8|1|6|9|

Schedule RC-L--Off-Balance Sheet Items

Please read carefully the instructions for the preparation of Schedule RC-L.
Some of the amounts reported in Schedule RC-L are regarded as volume indicators
and not necessarily as measures of risk.
<TABLE>
<CAPTION>

C360
Dollar Amounts in Thousands RCON Bil Mil Thou

1. Unused commitments:

<S> <C> <C> <C> <C>
a. Revolving, open-end lines secured by 1-4 family residential properties, e.g., home equity
lines ...................................................................................... 3814 38,785 1.a.
b. Credit card lines .......................................................................... 3815 0 1.b.
c. Commercial real estate, construction, and land development:

(1) Commitments to fund loans secured by real estate ....................................... 3816 49,513
1.c.(1)
(2) Commitments to fund loans not secured by real estate ................................... 6550 0
1.c.(2)
d. Securities underwriting .................................................................... 3817 0 1.d.
e. Other unused commitments ................................................................... 3818 168,632 1.e.
2. Financial standby letters of credit ........................................................... 3819 0 2.
a. Amount of financial standby letters of credit conveyed to others RCON 3820 0 2.a.
3. Performance standby letters of credit ......................................................... 3821 26,642 3.
a. Amount of performance standby letters of credit conveyed to others RCON 3822 0 3.a.
4. Commercial and similar letters of credit ...................................................... 3411 0 4.
5. Participations in acceptances (as described in the instructions) conveyed to others by the
reporting bank ................................................................................ 3428 0 5.
6. Participations in acceptances (as described in the instructions) acquired by the reporting
(nonaccepting) bank ........................................................................... 3429 0 6.
7. Securities borrowed ........................................................................... 3432 0 7.
8. Securities lent (including customers' securities lent where the customer is indemnified
against loss by the reporting bank) ........................................................... 3433 0 8.
9. Financial assets transferred with recourse that have been treated as sold for
Call Report purposes:
a. First lien 1-to-4 family residential mortgage loans:

(1) Outstanding principal balance of mortgages transferred as of the report date ........... A521 0
9.a.(1)
(2) Amount of recourse exposure on these mortgages as of the report date ................... A522 0
9.a.(2)
b. Other financial assets (excluding small business obligations reported in
item 9.c):

(1) Outstanding principal balance of assets transferred as of the report date .............. A523 0
9.b.(1)
(2) Amount of recourse exposure on these assets as of the report date ...................... A524 0
9.b.(2)
c. Small business obligations transferred with recourse under Section 208 of
the Riegle Community Development and Regulatory Improvement Act of 1994:
(1) Outstanding principal balance of small business obligations transferred
as of the report date .................................................................. A249 0
9.c.(1)
(2) Amount of retained recourse on these obligations as of the report date ................. A250 0
9.c.(2)
10. Notional amount of credit derivatives:

a. Credit derivatives on which the reporting bank is the guarantor ............................ A534 0 10.a.
b. Credit derivatives on which the reporting bank is the beneficiary .......................... A535 0 10.b.
11. Spot foreign exchange contracts ............................................................... 8765 0 11.
12. All other off-balance sheet liabilities (exclude off-balance sheet derivatives) (itemize and
describe each component of this item over 25% of Schedule RC, item 28, "Total equity capital") 3430 0 12.

a. TEXT 3555 RCON 3555 12.a.
b. TEXT 3556 RCON 3556 12.b.
c. TEXT 3557 RCON 3557 12.c.
d. TEXT 3558 RCON 3558 12.d.
</TABLE>

21
<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RC-14

City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48

FDIC Certificate No.: |1|8|1|6|9|

Schedule RC-L--Continued
<TABLE>
<CAPTION>

Dollar Amounts in Thousands RCON Bil Mil Thou

13. All other off-balance sheet assets (exclude off-balance sheet derivatives) (itemize and
<S> <C> <C> <C> <C>
describe each component of this item over 25% of Schedule RC, item 28, "Total equity capital") 5591 0 13.

a. TEXT 5592 RCON 5592 13.a.
b. TEXT 5593 RCON 5593 13.b.
c. TEXT 5594 RCON 5594 13.c.
d. TEXT 5595 RCON 5595 13.d.

C361
(Column A) (Column B) (Column C) (Column D)

Dollar Amounts in Thousands Interest Rate Foreign Exchange Equity Derivative Commodity and
Off-balance Sheet Derivatives Contracts Contracts Contracts Other Contracts

Position Indicators Tril Bil Mil Thou Tril Bil Mil Thou Tril Bil Mil Thou Tril Bil Mil Thou
14. Gross amounts (e.g., notional
amounts) (for each column, sum of items 14.a through 14.e must equal sum of
items 15, 16.a, and 16.b):
a. Futures contracts ................... 0 0 0 0 14.a.
RCON 8693 RCON 8694 RCON 8695 RCON 8696
b. Forward contracts ................... 0 0 0 0 14.b.
RCON 8697 RCON 8698 RCON 8699 RCON 8700
c. Exchange-traded option contracts:

(1) Written options ................. 0 0 0 0
14.c.(1)
RCON 8701 RCON 8702 RCON 8703 RCON 8704
(2) Purchased options ............... 0 0 0 0
14.c.(2)
RCON 8705 RCON 8706 RCON 8707 RCON 8708
d. Over-the-counter option contracts:

(1) Written options ................. 50,000 0 0 0
14.d.(1)
RCON 8709 RCON 8710 RCON 8711 RCON 8712
(2) Purchased options ............... 50,000 0 0 0
14.d.(2)
RCON 8713 ROCN 8714 RCON 8715 RCON 8716
e. Swaps ............................... 0 0 0 0 14.e.
RCON 3450 RCON 3826 RCON 8719 RCON 8720
15. Total gross notional amount of

derivative contracts held for trading .. 0 0 0 0 15.
RCON A126 RCON A127 RCON 8723 RCON 8724
16. Gross notional amount of derivative contracts held for purposes other than
trading:
a. Contracts marked to market .......... 0 0 0 0 16.a.
RCON 8725 RCON 8726 RCON 8727 RCON 8728
b. Contracts not marked to market ...... 100,000 0 0 0 16.b.
RCON 8729 RCON 8730 RCON 8731 RCON 8732
c. Interest rate swaps where the bank
has agreed to pay a fixed rate ...... 0 16.c.
RCON A589
</TABLE>

22
<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RC-15

City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48

FDIC Certificate No.: |1|8|1|6|9|

Schedule RC-L--Continued
<TABLE>
<CAPTION>

C362

(Column A) (Column B) (Column C) (Column D)

<S> <C> <C> <C> <C>
Dollar Amounts in Thousands Interest Rate Foreign Exchange Equity Derivative Commodity and
Off-balance Sheet Derivatives Contracts Contracts Contracts Other Contracts
Position Indicators RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
17. Gross fair values:
a. Contracts held for
trading:
(1) Gross positive
fair value .............. 8733 0 8734 0 8735 0 8736 0
17.a.(1)
(2) Gross negative

fair value .............. 8737 0 8738 0 8739 0 8740 0
17.a.(2)
b. Contracts held for
purposes other than
trading that are marked
to market:
(1) Gross positive
fair value .............. 8741 0 8742 0 8743 0 8744 0
17.b.(1)
(2) Gross negative

fair value .............. 8745 0 8746 0 8747 0 8748 0
17.b.(2)
c. Contracts held for purposes other than trading that are not marked to
market: (1) Gross positive
fair value .............. 8749 0 8750 0 8751 0 8752 0
17.c.(1)
(2) Gross negative
fair value .............. 8753 0 8754 0 8755 0 8756 0
17.c.(2)
</TABLE>

<TABLE>
<CAPTION>
Memoranda

Dollar Amounts in Thousands RCON Bil Mil Thou

1.-2. Not applicable

<S> <C> <C>
3. Unused commitments with an original maturity exceeding one year that are
reported in Schedule RC-L, items 1.a through 1.e, above (report only the
unused portions of
commitments that are fee paid or otherwise legally binding) ................................... 3833 178,452 M.3.
a. Participations in commitments with an original maturity
exceeding one year conveyed to others ........................... RCON 3834 0 M.3.a.
4. To be completed only by banks with $1 billion or more in total assets:
Standby letters of credit (both financial and performance) issued to non-U.S. addressees
(domicile) included in Schedule RC-L, items 2 and 3, above .................................... 3377 0 M.4.
5. Loans to individuals for household, family, and other personal expenditures that
have been securitized and sold (with servicing retained), amounts outstanding by type of loan:
a. Loans to purchase private passenger automobiles (to be completed for the
September report only) ..................................................................... 2741 N/A M.5.a.
b. Credit cards and related plans (TO BE COMPLETED QUARTERLY) ................................. 2742 0 M.5.b.
c. All other consumer credit (including mobile home loans)(to be completed for the
September report only) ..................................................................... 2743 N/A M.5.c.
</TABLE>

<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RC-16

City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48

FDIC Certificate No.: |1|8|1|6|9|

Schedule RC-M--Memoranda
<TABLE>
<CAPTION>

C365
Dollar Amounts in Thousands RCON Bil Mil Thou
<S> <C> <C> <C>

1. Extensions of credit by the reporting bank to its executive officers,
directors, principal shareholders, and their related interests as of the
report date: a. Aggregate amount of all extensions of credit to all executive
officers, directors, principal
shareholders, and their related interests ..................................................... 6164 1,403 1.a.
b. Number of executive officers, directors, and principal shareholders to whom the amount of
all extensions of credit by the reporting bank (including extensions of
credit to related interests) equals or exceeds the lesser of $500,000 or 5
percent Number of total capital as defined for this purpose in agency
regulations . RCON 6165 0 1.b.

2. Federal funds sold and securities purchased under agreements to resell with
U.S. branches

and agencies of foreign banks(1) (included in Schedule RC, item 3) ............................... 3405 0 2.
3. Not applicable.
4. Outstanding principal balance of 1-4 family residential mortgage loans serviced for others
(include both retained servicing and purchased servicing):

a. Mortgages serviced under a GNMA contract ...................................................... 5500 0 4.a.
b. Mortgages serviced under a FHLMC contract:
(1) Serviced with recourse to servicer ........................................................ 5501 0
4.b.(1)

(2) Serviced without recourse to servicer ..................................................... 5502 13,903
4.b.(2)
c. Mortgages serviced under a FNMA contract:

(1) Serviced under a regular option contract .................................................. 5503 1,921
4.c.(1)
(2) Serviced under a special option contract .................................................. 5504 0
4.c.(2)
d. Mortgages serviced under other servicing contracts ............................................ 5505 3,432 4.d.
5. To be completed only by banks with $1 billion or more in total assets:
Customers' liability to this bank on acceptances outstanding (sum of items
5.a and 5.b must equal Schedule RC, item 9):
a. U.S. addressees (domicile) .................................................................... 2103 0 5.a.
b. Non-U.S. addressees (domicile) ................................................................ 2104 0 5.b.
6. Intangible assets:
a. Mortgage servicing assets ..................................................................... 3164 11 6.a.
(1) Estimated fair value of mortgage servicing assets .............. RCON A590 11
6.a.(1)

b. Other identifiable intangible assets:

(1) Purchased credit card relationships ....................................................... 5506 0
6.b.(1)
(2) All other identifiable intangible assets .................................................. 5507 3
6.b.(2)
c. Goodwill ...................................................................................... 3163 16,549 6.c.
d. Total (sum of items 6.a, 6.b.(1), 6.b.(2), and 6.c) (must equal Schedule RC, item 10) ......... 2143 16,563 6.d.
e. Amount of intangible assets (included in item 6.b.(2) above) that have been grandfathered or
are otherwise qualifying for regulatory capital purposes ...................................... 6442 0 6.e.
7. Mandatory convertible debt, net of common or perpetual preferred stock dedicated to
redeem the debt .................................................................................. 3295 0 7.
</TABLE>

(1) Do not report federal funds sold and securities purchased under agreements
to resell with other commercial banks in the U.S. in this item.

<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RC-17

City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48

FDIC Certificate No.: |1|8|1|6|9|

Schedule RC-M--Continued
<TABLE>
<CAPTION>
<S> <C> <C> <C>

Dollar Amounts in Thousands RCON Bil Mil Thou

8. a. Other real estate owned:

(1) Direct and indirect investments in real estate ventures .............................. 5372 0 8.a.(1)
(2) All other real estate owned:
(a) Construction and land development ................................................ 5508 0
8.a.(2)(a)
(b) Farmland ......................................................................... 5509 0
8.a.(2)(b)
(c) 1-4 family residential properties ................................................ 5510 200
8.a.(2)(c)
(d) Multifamily (5 or more) residential properties ................................... 5511 0
8.a.(2)(d)
(e) Nonfarm nonresidential properties ................................................ 5512 0
8.a.(2)(e)
(3) Total (sum of items 8.a.(1) and 8.a.(2)) (must equal Schedule RC, item 7) ............ 2150 200 8.a.(3)
b. Investments in unconsolidated subsidiaries and associated companies:
(1) Direct and indirect investments in real estate ventures .............................. 5374 0 8.b.(1)
(2) All other investments in unconsolidated subsidiaries and associated companies ........ 5375 0 8.b.(2)
(3) Total (sum of items 8.b.(1) and 8.b.(2)) (must equal Schedule RC, item 8) ............ 2130 0 8.b.(3)
9. Noncumulative perpetual preferred stock and related surplus included in
Schedule RC,

item 23, "Perpetual preferred stock and related surplus" .................................... 3778 0 9.
10. Mutual fund and annuity sales during the quarter (include proprietary, private label,
and third party products):

a. Money market funds ....................................................................... 6441 144 10.a.
b. Equity securities funds .................................................................. 8427 2,218 10.b.
c. Debt securities funds .................................................................... 8428 1,102 10.c.
d. Other mutual funds ....................................................................... 8429 1,360 10.d.
e. Annuities ................................................................................ 8430 451 10.e.
f. Sales of proprietary mutual funds and annuities (included in items 10.a through

10.e above) .............................................................................. 8784 0 10.f.
11. Net unamortized realized deferred gains (losses) on off-balance sheet derivative
contracts included in assets and liabilities reported in Schedule RC ........................ A525 0 11.
12. Amount of assets netted against nondeposit liabilities on the balance sheet (Schedule RC)
in accordance with generally accepted accounting principles(1) .............................. A526 0 12.
13. Outstanding principal balance of loans other than 1-4 family residential mortgage
loans that are serviced for others (to be completed if this balance is more than

$10 million and exceeds ten percent of total assets) ........................................ A591 0 13.

Memorandum Dollar Amounts in Thousands RCFD Bil Mil Thou
1. Reciprocal holdings of banking organizations' capital instruments
(to be completed for the December report only) .............................................. 3836 N/A M.1.
</TABLE>

(1) Exclude netted on-balance sheet amounts associated with off-balance sheet
derivative contracts, deferred tax assets netted against deferred tax
liabilities, and assets netted in accounting for pensions.

<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RC-18

City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48
FDIC Certificate No.: |1|8|1|6|9|

Schedule RC-N--Past Due and Nonaccrual Loans, Leases, and Other Assets
<TABLE>
<CAPTION>
<S> <C> <C> <C>

The FFIEC regards the information reported in C370
all of Memorandum item 1, in items 1 through 10, (Column A) (Column B) (Column C)
column A, and in Memorandum items 2 through 4, Past due Past due 90 Nonaccrual
column A, as confidential. 30 through 89 days or more

days and still and still
accruing accruing

Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou

1. Loans secured by real estate:

a. To U.S. addressees (domicile) .................. 1245 6,391 1246 557 1247 7,558 1.a.
b. To non-U.S. addressees (domicile) .............. 1248 0 1249 0 1250 0 1.b.
2. Loans to depository institutions and acceptances of other banks: a. To U.S.
banks and other U.S. depository

institutions ................................... 5377 0 5378 0 5379 0 2.a.
b. To foreign banks ............................... 5380 0 5381 0 5382 0 2.b.
3. Loans to finance agricultural production and

other loans to farmers ............................ 1594 0 1597 0 1583 0 3.
4. Commercial and industrial loans:
a. To U.S. addressees (domicile) .................. 1251 1,980 1252 178 1253 484 4.a.
b. To non-U.S. addressees (domicile) .............. 1254 0 1255 0 1256 0 4.b.
5. Loans to individuals for household, family, and other personal expenditures:
a. Credit cards and related plans ................. 5383 154 5384 0 5385 0 5.a.
b. Other (includes single payment, installment,
and all student loans) ......................... 5386 828 5387 0 5388 382 5.b.
6. Loans to foreign governments and official
institutions ...................................... 5389 0 5390 0 5391 0 6.
7. All other loans ................................... 5459 64 5460 13 5461 0 7.
8. Lease financing receivables:
a. Of U.S. addressees (domicile) .................. 1257 230 1258 0 1259 76 8.a.
b. Of non-U.S. addressees (domicile) .............. 1271 0 1272 0 1791 0 8.b.
9. Debt securities and other assets (exclude other
real estate owned and other repossessed assets) ... 3505 0 3506 0 3507 0 9.

==================================================================================================================================

Amounts reported in items 1 through 8 above include guaranteed and unguaranteed
portions of past due and nonaccrual loans and leases. Report in item 10 below
certain guaranteed loans and leases that have already been included in the
amounts reported in items 1 through 8.

10. Loans and leases reported in items 1 RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou
through 8 above which are wholly or partially
guaranteed by the U.S. Government ................. 5612 0 5613 0 5614 0 10.
a. Guaranteed portion of loans and leases
included in item 10 above ...................... 5615 0 5616 0 5617 0 10.a.
</TABLE>

<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RC-19
City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48

FDIC Certificate No.: |1|8|1|6|9|

Schedule RC-N--Continued

C373
(Column A) (Column B) (Column C)
Past due Past due 90 Nonaccrual

30 through 89 days or more
days and still and still

Memoranda accruing accruing

<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou RCON Bil Mil Thou

1. Restructured loans and leases included in Schedule RC-N, items 1 through 8,
above (and not reported in Schedule RC-C, part I, Memorandum
item 2) ........................................... 1658 0 1659 0 1661 0 M.1.
2. Loans to finance commercial real estate,
construction, and land development activities
(not secured by real estate) included in

Schedule RC-N, items 4 and 7, above ............... 6558 0 6559 0 6560 0 M.2.
3. Loans secured by real estate (sum of
Memorandum items 3.a through 3.e must
equal sum of Schedule RC-N, items 1.a and
1.b, above):
a. Construction and land development .............. 2759 0 2769 0 3492 400 M.3.a.
b. Secured by farmland ............................ 3493 448 3494 107 3495 0 M.3.b.
c. Secured by 1-4 family residential properties:
(1) Revolving, open-end loans secured by
1-4 family residential properties and
extended under lines of credit ............. 5398 0 5399 0 5400 442 M.3.c.(1)
(2) All other loans secured by 1-4 family
residential properties ..................... 5401 3,094 5402 0 5403 2,530 M.3.c.(2)
d. Secured by multifamily (5 or more) residential
properties ..................................... 3499 202 3500 450 3501 0 M.3.d.
e. Secured by nonfarm nonresidential properties ... 3502 2,647 3503 0 3504 4,186 M.3.e.

(Column A) (Column B)
Past due 30 Past due 90

through 89 days days or more

Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou

4. Interest rate, foreign exchange rate, and other commodity and equity
contracts:

a. Book value of amounts carried as assets ........ 3522 0 3528 0 M.4.a.
b. Replacement cost of contracts with a
positive replacement cost ...................... 3529 0 3530 0 M.4.b.

C377

Person to whom questions about the Reports of Condition and Income should be
directed:

Donna Alcorn, Accounting Specialist (805) 564-6297

Name and Title (TEXT 8901) Telephone: Area code/phone number/extension (TEXT 8902)

Even though Call Reports must be filed electronically, send my bank a sample
set of paper Call Report forms
for the next quarter: Yes [X] (RCON 9117) (805) 564-6293
FAX: Area code/phone number (TEXT 9116)
</TABLE>

<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RC-20

City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48
FDIC Certificate No.: |1|8|1|6|9|

Schedule RC-O--Other Data for Deposit Insurance and FICO Assessments
<TABLE>
<CAPTION>

C375

Dollar Amounts in Thousands RCON Bil Mil Thou

<S> <C> <C> <C> <C>
1. Unposted debits (see instructions):
a. Actual amount of all unposted debits ....................................................... 0030 N/A 1.a.
OR
b. Separate amount of unposted debits:
(1) Actual amount of unposted debits to demand deposits .................................... 0031 0
1.b.(1)
(2) Actual amount of unposted debits to time and savings deposits(1) ....................... 0032 0
1.b.(2)
2. Unposted credits (see instructions):
a. Actual amount of all unposted credits ...................................................... 3510 N/A 2.a.
OR
b. Separate amount of unposted credits:

(1) Actual amount of unposted credits to demand deposits ................................... 3512 0
2.b.(1)
(2) Actual amount of unposted credits to time and savings deposits(1) ...................... 3514 0
2.b.(2)
3. Uninvested trust funds (cash) held in bank's own trust department (not included
in total deposits) ............................................................................ 3520 0 3.
4. Deposits of consolidated subsidiaries (not included in total deposits):
a. Demand deposits of consolidated subsidiaries ............................................... 2211 0 4.a.
b. Time and savings deposits(1) of consolidated subsidiaries .................................. 2351 0 4.b.
c. Interest accrued and unpaid on deposits of consolidated subsidiaries ....................... 5514 0 4.c.
5. Not applicable
6. Reserve balances actually passed through to the Federal Reserve by the reporting bank on
behalf of its respondent depository institutions that are also reflected as deposit liabilities
of the reporting bank:
a. Amount reflected in demand deposits (included in Schedule RC-E, item 4 or 5, column B) ..... 2314 0 6.a.
b. Amount reflected in time and savings deposits(1) (included in Schedule RC-E, item 4 or 5,
column A or C, but not column B) ........................................................... 2315 0 6.b.
7. Unamortized premiums and discounts on time and savings deposits:(1),(2)
a. Unamortized premiums ....................................................................... 5516 0 7.a.
b. Unamortized discounts ...................................................................... 5517 0 7.b.
8. To be completed by banks with "Oakar deposits."
a. Deposits purchased or acquired from other FDIC-insured institutions
during the quarter: (1) Total deposits purchased or acquired from other
FDIC-insured institutions during
the quarter ............................................................................ A531 N/A
8.a.(1)
(2) Amount of purchased or acquired deposits reported in item 8.a.(1) above attributable
to a secondary fund (i.e., BIF members report deposits attributable to SAIF; SAIF
members report deposits attributable to BIF) ........................................... A532 N/A
8.a.(2)
b. Total deposits sold or transferred to other FIDC-insured institutions during the quarter ... A533 N/A 8.b.
9. Deposits in lifeline accounts ................................................................. 5596 9.
10. Benefit-responsive "Depository Institution Investment Contracts" (included in total
deposits) ..................................................................................... 8432 0 10.
</TABLE>

(1) For FDIC insurance and FICO assessment purposes, "time and savings deposits"
consists of nontransaction accounts and all transaction accounts other than
demand deposits.

(2) Exclude core deposit intangibles.

<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RC-21

City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48
FDIC Certificate No.: |1|8|1|6|9|

Schedule RC-O--Continued
<TABLE>
<CAPTION>

<S> <C> <C> <C>
Dollar Amounts in Thousands RCON Bil Mil Thou

11. Adjustments to demand deposits reported in Schedule RC-E for certain
reciprocal demand balances: a. Amount by which demand deposits would be
reduced if the reporting bank's reciprocal
demand balances with the domestic offices of U.S. banks and savings associations
and insured branches in Puerto Rico and U.S. territories and possessions that were
reported on a gross basis in Schedule RC-E had been reported on a net basis ................. 8785 0 11.a.
b. Amount by which demand deposits would be increased if the reporting bank's reciprocal
demand balances with foreign banks and foreign offices of other U.S. banks (other than
insured branches in Puerto Rico and U.S. territories and possessions) that were reported
on a net basis in Schedule RC-E had been reported on a gross basis ....................... A181 0 11.b.
c. Amount by which demand deposits would be reduced if cash items in process of collection
were included in the calculation of the reporting bank's net reciprocal demand balances
with the domestic offices of U.S. banks and savings associations and insured branches
in Puerto Rico and U.S. territories and possessions in Schedule RC-E ..................... A182 0 11.c.
12. Amount of assets netted against deposit liabilities on the balance sheet (Schedule RC)
in accordance with generally accepted accounting principles (exclude amounts
related to reciprocal demand balances):
a. Amount of assets netted against demand deposits .......................................... A527 0 12.a.
b. Amount of assets netted against time and savings deposits ................................ A528 0 12.b.

Memoranda (to be completed each quarter except as noted)

Dollar Amounts in Thousands RCON Bil Mil Thou

1. Total deposits of the bank (sum of Memorandum items 1.a.(1) and 1.b.(1) must
equal Schedule RC, item 13.a):
a. Deposit accounts of $100,000 or less:

(1) Amount of deposit accounts of $100,000 or less ....................................... 2702 827,654 M.1.a.(1)
(2) Number of deposit accounts of $100,000 or less (to be Number
completed for the June report only) ....................... RCON 3779 103,756 M.1.a.(2)
b. Deposit accounts of more than $100,000:
(1) Amount of deposit accounts of more than $100,000 ..................................... 2710 608,151 M.1.b.(1)
Number
(2) Number of deposit accounts of more than $100,000 .......... RCON 2722 2,237 M.1.b.(2)
2. Estimated amount of uninsured deposits of the bank:
a. An estimate of your bank's uninsured deposits can be determined by
multiplying the number of deposit accounts of more than $100,000 reported
in Memorandum item 1.b.(2) above by $100,000 and subtracting the result
from the amount of deposit accounts of
more than $100,000 reported in Memorandum item 1.b.(1) above.

Indicate in the appropriate box at the right whether your bank has a method or

procedure for determining a better estimate of uninsured deposits than the YES NO
estimate described above ................................................................. 6861 X M.2.a.
b. If the box marked YES has been checked, report the estimate of uninsured deposits RCON Bil Mil Thou
determined by using your bank's method or procedure ...................................... 5597 N/A M.2.b.
3. Has the reporting institution been consolidated with a parent bank or
savings association in that parent bank's or parent savings association's
Call Report or Thrift Financial Report?
If so, report the legal title and FDIC Certificate Number of the parent bank or parent
savings association: FDIC Cert No.
TEXT A545 N/A RCON A545 N/A M.3.
</TABLE>

29
<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RC-22

City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48

FDIC Certificate No.: |1|8|1|6|9|

Schedule RC-R--Regulatory Capital

This schedule must be completed by all banks as follows: Banks that reported
total assets of $1 billion or more in Schedule RC, item 12, for June 30, 1997,
must complete items 2 through 9 and Memoranda items 1 and 2. Banks with assets
of less than $1 billion must complete items 1 through 3 below or Schedule RC-R
in its entirety, depending on their response to item 1 below.

<S> <C> <C> <C>
1. Test for determining the extent to which Schedule RC-R must be completed. To
be completed only by banks with total assets of less than $1 billion. Indicate in the
appropriate box C380
at the right whether the bank has total capital greater than or equal to eight percent YES NO
of adjusted total assets ................................................................ RCON 6056 1.
For purposes of this test, adjusted total assets equals total assets less
cash, U.S. Treasuries, U.S. Government agency obligations, and 80 percent of
U.S. Government-sponsored agency obligations plus the allowance for loan and
lease losses and selected off-balance sheet items as reported on Schedule
RC-L (see instructions).

If the box marked YES has been checked, then the bank only has to complete
items 2 and 3 below. If the box marked
NO has been checked, the bank must complete the remainder of this schedule.
A NO response to item 1 does not necessarily mean that the bank's actual
risk-based capital ratio is less than eight percent or that the bank is not
in compliance with the risk-based capital guidelines.

NOTE: All banks are required to complete items 2 and 3 below.
See optional worksheet for items 3.a through 3.f.

Dollar Amounts in Thousands RCON Bil Mil Thou

2. Portion of qualifying limited-life capital instruments (original weighted
average maturity of at least five years) that is includible in Tier 2
capital:

a. Subordinated debt(1) and intermediate term preferred stock .................................. A515 0 2.a.
b. Other limited-life capital instruments ...................................................... A516 0 2.b.
3. Amounts used in calculating regulatory capital ratios (report amounts
determined by the bank for its own internal regulatory capital analyses
consistent with applicable capital standards):

a. (1) Tier 1 capital .......................................................................... 8274 110,537 3.a.(1)
(2) Tier 2 capital .......................................................................... 8275 13,647 3.a.(2)
(3) Tier 3 capital .......................................................................... 1395 0 3.a.(3)
b. Total risk-based capital .................................................................... 3792 124,184 3.b.
c. Excess allowance for loan and lease losses (amount that exceeds 1.25% of gross
risk-weighted assets) ....................................................................... A222 9,675 3.c.
d. (1) Net risk-weighted assets (gross risk-weighted assets less excess allowance reported
in item 3.c above and all other deductions) ............................................. A223 1,082,109 3.d.(1)
(2) Market risk equivalent assets ........................................................... 1651 0 3.d.(2)
e. Maximum contractual dollar amount of recourse exposure in low level
recourse transactions (to be completed only if the bank uses the "direct
reduction method" to report these transactions in Schedule RC-R) ............................ 1727 0 3.e.
f. "Average total assets" (quarterly average reported in Schedule RC-K, item 9, less all
assets deducted from Tier 1 capital)(2) ..................................................... A224 1,593,157 3.f.

(Column A) (Column B)

Items 4-9 and Memoranda items 1 and 2 are to be completed Assets Credit Equiv-
by banks that answered NO to item 1 above and Recorded alent Amount
by banks with total assets of $1 billion or more. on the of Off-Balance

Balance Sheet Sheet Items(3)

4. Assets and credit equivalent amounts of off-balance sheet items RCON Bil Mil Thou RCON Bil Mil Thou
assigned to the Zero percent risk category:
a. Assets recorded on the balance sheet ................................... 5163 195,616 4.a.
b. Credit equivalent amount of off-balance sheet items .................... 3796 0 4.b.
</TABLE>

(1) Exclude mandatory convertible debt reported in Schedule RC-M, item 7.

(2) Do not deduct excess allowance for loan and lease losses.

(3) Do not report in column B the risk-weighted amount of assets reported in
column A.

<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RC-23

City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48
FDIC Certificate No.: |1|8|1|6|9|

Schedule RC-R--Continued
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>

(Column A) (Column B)
Assets Credit Equiv-

Recorded alent Amount
on the of Off-Balance

Balance Sheet Sheet Items(1)

Dollar Amounts in Thousands RCON Bil Mil Thou RCON Bil Mil Thou

5. Assets and credit equivalent amounts of off-balance sheet items assigned to
the 20 percent risk category:
a. Assets recorded on the balance sheet .................................... 5165 415,583 5.a.
b. Credit equivalent amount of off-balance sheet items ..................... 3801 0 5.b.
6. Assets and credit equivalent amounts of off-balance sheet items assigned to
the 50 percent risk category:
a. Assets recorded on the balance sheet .................................... 3802 247,912 6.a.
b. Credit equivalent amount of off-balance sheet items ..................... 3803 0 6.b.
7. Assets and credit equivalent amounts of off-balance sheet items assigned to
the 100 percent risk category:
a. Assets recorded on the balance sheet .................................... 3804 782,164 7.a.
b. Credit equivalent amount of off-balance sheet items ..................... 3805 102,547 7.b.
8. On-balance sheet asset values excluded from and deducted in
the calculation of the risk-based capital ratio(2) ......................... 3806 674 8.
9. Total assets recorded on the balance sheet (sum of
items 4.a, 5.a, 6.a, 7.a, and 8, column A) (must equal Schedule RC,
item 12 plus items 4.b and 4.c) ............................................ 3807 1,641,949 9.

Memoranda

Dollar Amounts in Thousands RCON Bil Mil Thou

1. Current credit exposure across all off-balance sheet derivative contracts covered by the
risk-based capital standards .................................................................... 8764 0 M.1.

With a remaining maturity of
(Column A) (Column B) (Column C)
One year or less Over one year Over five years

2. Notional principal amounts of through five years
off-balance sheet derivative contracts(3): RCON Tril Bil Mil Thou RCON Tril Bil Mil Thou RCON Tril Bil Mil Thou
a. Interest rate contracts ............... 3809 50,000 8766 0 8767 0 M.2.a.
b. Foreign exchange contracts ............ 3812 0 8769 0 8770 0 M.2.b.
c. Gold contracts ........................ 8771 0 8772 0 8773 0 M.2.c.
d. Other precious metals contracts ....... 8774 0 8775 0 8776 0 M.2.d.
e. Other commodity contracts ............. 8777 0 8778 0 8779 0 M.2.e.
f. Equity derivative contracts ........... A000 0 A001 0 A002 0 M.2.f.
</TABLE>

(1) Do not report in column B the risk-weighted amount of assets reported in
column A.

(2) Include the difference between the fair value and the amortized cost of
available-for-sale debt securities in item 8 and report the amortized cost
of these debt securities in items 4 through 7 above. For available-for-sale
equity securities, if fair value exceeds cost, include the difference
between the fair value and the cost in item 8 and report the cost of these
equity securities in items 5 through 7 above; if cost exceeds fair value,
report the fair value of these equity securities in items 5 through 7 above
and include no amount in item 8. Item 8 also includes on-balance sheet asset
values (or portions thereof) of off-balance sheet interest rate, foreign
exchange rate, and commodity contracts and those contracts (e.g., futures
contracts) not subject to risk-based capital. Exclude from item 8 margin
accounts and accrued receivables not included in the calculation of credit
equivalent amounts of off-balance sheet derivatives as well as any portion
of the allowance for loan and lease losses in excess of the amount that may
be included in Tier 2 capital.

(3) Exclude foreign exchange contracts with an original maturity of 14 days or
less and all futures contracts.

31
<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998 FFIEC
032
Address: P.O. Box 1119 Page
RC-24

City, State Zip: Santa Barbara, CA 93102-1119 Printed 10/22/1998 at
11:48
FDIC Certificate No.: |1|8|1|6|9|

Optional Narrative Statement Concerning the Amounts
Reported in the Reports of Condition and Income
at close of business on June 30, 1998

Santa Barbara Bank & Trust Santa Barbara , California
Legal Title of Bank City State

The management of the reporting bank may, if it wishes, both on agency
computerized records and in computer-file submit a brief narrative statement on
the amounts reported in releases to the public. the Reports of Condition and
Income. This optional statement will be made available to the public, along with
the publicly All information furnished by the bank in the narrative available
data in the Reports of Condition and Income, in statement must be accurate and
not misleading. Appropriate response to any request for individual bank report
data. efforts shall be taken by the submitting bank to ensure the However, the
information reported in column A and in all of statement's accuracy. The
statement must be signed, in the Memorandum item 1 of Schedule RC-N is regarded
as space provided below, by a senior officer of the bank who confidential and
will not be released to the public. BANKS thereby attests to its accuracy.
<TABLE>
<CAPTION>

<S> <C>
CHOOSING TO SUBMIT THE NARRATIVE STATEMENT
SHOULD ENSURE THAT THE STATEMENT DOES NOT If, subsequent to the original submission, material changes are
CONTAIN THE NAMES OR OTHER IDENTIFICATIONS OF submitted for the data reported in the Reports of Condition
INDIVIDUAL BANK CUSTOMERS, REFERENCES TO THE and Income, the existing narrative statement will be deleted
AMOUNTS REPORTED IN THE CONFIDENTIAL ITEMS IN from the files, and from disclosure; the bank, at its option,
SCHEDULE RC-N, OR ANY OTHER INFORMATION THAT may replace it with a statement, under signature, appropriate
THEY ARE NOT WILLING TO HAVE MADE PUBLIC OR THAT to the amended data.
WOULD COMPROMISE THE PRIVACY OF THEIR CUSTOM-
ERS. Banks choosing not to make a statement may check the The optional narrative statement will appear in agency records
"No comment" box below and should make no entries of any and in release to the public exactly as submitted (or amended
kind in the space provided for the narrative statement; i.e., as described in the preceding paragraph) by the management
DO NOT enter in this space such phrases as "No statement," of the bank (except for the truncation of statements
"Not applicable," "N/A," "No comment," and "None." exceeding the 750-character limit described above). THE
STATEMENT WILL NOT BE EDITED OR SCREENED IN ANY
The optional statement must be entered on this sheet. The WAY BY THE SUPERVISORY AGENCIES FOR ACCURACY OR
statement should not exceed 100 words. Further, regardless RELEVANCE. DISCLOSURE OF THE STATEMENT SHALL NOT
of the number of words, the statement must not exceed 750 SIGNIFY THAT ANY FEDERAL SUPERVISORY AGENCY HAS
characters, including punctuation, indentation, and standard VERIFIED OR CONFIRMED THE ACCURACY OF THE
spacing between words and sentences. If any submission INFORMATION CONTAINED THEREIN. A STATEMENT TO
should exceed 750 characters, as defined, it will be truncated THIS EFFECT WILL APPEAR ON ANY PUBLIC RELEASE OF
at 750 characters with no notice to the submitting bank and THE OPTIONAL STATEMENT SUBMITTED BY THE
the truncated statement will appear as the bank's statement MANAGEMENT OF THE REPORTING BANK.

No comment X (RCON 6979) C371 C372
</TABLE>

BANK MANAGEMENT STATEMENT (please type or print clearly):
(TEXT 6980)

Signature of Executive Officer of Bank Date of Signature

32
<PAGE>
Legal Title of Bank: Santa Barbara Bank & Trust Call Date: 06/30/1998
Address: P.O. Box 1119

City, State Zip: Santa Barbara, CA 93102-1119
FDIC Certificate No.: |1|8|1|6|9|

THIS PAGE IS TO BE COMPLETED BY ALL BANKS
- --------------------------------------------------------------------------------
NAME AND ADDRESS OF BANK OMB No. For OCC: 1557-0081
OMB No. For FDIC 3064-0052

<TABLE>
<CAPTION>
OMB No. For Federal Reserve: 7100-0036
Expiration Date: 3/31/2000

SPECIAL REPORT

(Dollar Amounts in Thousands)

CLOSE OF BUSINESS FDIC Certificate Number
DATE C-700

<S> <C> <C>
06/30/98 1 8 1 6 9
LOANS TO EXECUTIVE OFFICERS (Complete as of each Call Report Date)
- --------------------------------------------------------------------------------
The following information is required by Public Laws 90-44 and 102-242, but does
not constitute a part of the Report of Condition.

With each Report of Condition, these Laws require all banks to furnish a report
of all loans or other extensions of credit to their executive officers made
since the date of the previous Report of Condition. Data regarding individual
loans or other extensions of credit are not required. If no such loans or other
extensions of credit were made during the period, insert "none" against subitem
(a). (Exclude the first $15,000 of indebtedness of each executive officer under
bank credit card plan.) See Sections 215.2 and 215.3 of Title 12 of the Code of
Federal Regulations (Federal Reserve Board Regulation O) for the definitions of
"executive officer" and "extension of credit," respectively. Exclude loans and
other extensions of credit to directors and principal shareholders who are not
executive officers.

- --------------------------------------------------------------------------------
a. Number of loans made to executive officers since the previous Call Report date ............... RCON 3561 1 a.
b. Total dollar amount of above loans (in thousands of dollars) ................................. RCON 3562 219 b.
c. Range of interest charged on above loans
(example: 9 3/4% = 9.75) ............................................ RCON 7701 5.88 % to RCON 7702 5.88 % c.

SIGNATURE AND TITLE OF OFFICER AUTHORIZED TO SIGN REPORT DATE (Month, Day, Year)

FDIC 8040/53 (3-98)
</TABLE>