SC BANCORP
AMENDMENT NO. 3 TO
SC BANCORP EXECUTIVE DEFERRAL PLAN II
SC Bancorp, a California corporation, hereby amends the SC Bancorp Executive
Deferral Plan II, which was initially effective on January 1, 1989 (the "Plan"),
as follows:
1. Article I, entitled DEFINITIONS, is amended by adding Section 1.1A as
follows:
"1.1A 'Bank' shall mean Southern California Bank, a California
corporation."
2. Article I, entitled DEFINITIONS, is amended by adding Section 1.3A as
follows:
"1.3A '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
person becoming a director subsequent to the beginning of such
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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. The last sentence of Section 4.1 is amended in its entirety to read as
follows:
"Notwithstanding any other provision of the Plan, excess values will
continue to accumulate at a rate equal to Moody's plus 5.0% until the
earliest of death or retirement."
4. Section 14.6 shall be added to the Plan to read as follows:
"14.6 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 14.1 or 14.2.
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."
* * * * *
SC Bancorp has signed this Amendment on the date indicated below to
be effective as of January 1, 1997.
SC BANCORP,
Date: Feb. 27, 1997 By: /s/ H.A. Beisswenger
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Its: Chr.
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