SC BANCORP
AMENDMENT NO. 6
EXECUTIVE DEFERRAL PLAN I
SC Bancorp, a California corporation, hereby amends the SC Bancorp Executive
Deferral Plan I, which was initially effective on June 1, 1986 (the "Plan"), as
follows:
1. New Section 1.0 of the Plan is added to read as follows:
"1.0 'Bank' shall mean Southern California Bank, a California corporation."
2. New Section 1.2A of the Plan is added to read as follows:
"1.2A 'Change in Control Event' shall be deemed to have occurred if and
when:
a. the Company shall consummate a merger or consolidation (a
'Transaction') with another corporation; PROVIDED, HOWEVER, that
a Change of Control shall not be deemed to have occurred with
respect to a Transaction if the beneficial owners of the
outstanding shares entitled to vote in the election of directors
immediately prior to such Transaction will beneficially own more
than sixty percent (60%) of the outstanding shares entitled to
vote in the election of directors of the corporation resulting
from the consummation of the Transaction; or
b. twenty-five percent (25%) of the Company's securities then
entitled to vote in the election of directors shall be acquired
by any 'person' (as such term is used in Sections 13(d) of the
Securities Exchange Act of 1934, as amended); or
c. during any period of twenty-four (24) consecutive months,
individuals who at the beginning of such period were members of
the Board of Directors of the Company (the 'Incumbent Board')
shall cease to constitute a majority of the Board of Directors of
the Company or any successor to the Company, provided that any
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person becoming a director subsequent to the beginning of such
period whose election or nomination for election was approved by
a vote of at least eighty-five percent (85%) of the directors
comprising the Incumbent Board shall be, for purposes hereof,
considered as though such person were a member of the Incumbent
Board; or
d. the Bank or the Company shall sell all, or substantially all, of
its assets to another corporation."
3. New Section 7.6 shall be added to the Plan to read as follows:
"7.6 COMMITTEE DISCRETION. For purposes of determining the form of payment
of a Participant's termination benefit, the Committee may, in its sole
and absolute discretion, deem a Participant who has experienced a
Termination of Employment prior to the Participant's Retirement as
being eligible for Retirement under Article 5. Such Participant's
benefit shall be paid at the same time and in the same manner as
elected by the Participant prior to the beginning of the Benefit Unit.
The applicable interest rate on the EDP Account, including any unpaid
balances, will be based on a fixed rate which is an average of the
annual Moody's Seasoned Corporate Bond Rate over the five (5) years
prior to the Participant's deemed Retirement, with an additional five
(5%) interest."
4. Section 12.3 shall be added to the Plan to read as follows:
"12.3 TERMINATION, AMENDMENT OR MODIFICATION AFTER A CHANGE IN CONTROL
EVENT. Notwithstanding any other provision of this Plan,
subsequent to a Change in Control Event, the benefits of a
Participant who is receiving payments under this Plan shall not be
affected by a Plan termination, or any amendment or modification
which adversely affects such Participant's benefits, under Sections
12.1 or 12.2. The benefits of a Participant who has not yet begun
to receive payments prior to such Change in Control Event shall be
paid at the same time and in the same manner as elected by the
Participant prior to the beginning of the Benefit Unit."
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SC Bancorp has signed this Amendment on the date indicated below to be effective
January 1, 1997.
SC BANCORP
Date: Feb. 27, 1997 By: /s/ H.A. Beisswenger
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Its: Chr.
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