AMENDMENT NO. 2 TO
SC BANCORP EXECUTIVE DEFERRAL PLAN III
SC BANCORP, a California corporation, hereby amends the SC Bancorp
Executive Deferral Plan III, which was initially effective on June 1, 1990 (the
"Plan"), as follows:
1. New Section 1.1A of the Plan is added to read as follows:
"1.1A 'Bank' shall mean Southern California Bank, a California
corporation."
2. New Section 1.7A of the Plan is added to read as follows:
"1.7A' 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. The last sentence of Section 3.5 is amended in its entirety to
read as follows:
"For purposes of any Long-Term Payments described in Article 5, the
Moody's Rate for the current Plan Year plus five (5) percentage points
and the Moody's Rates plus five (5) percentage points for each of the
preceding five (5) Plan Years will be averaged and used to calculate
the interest for benefit payments."
4. New Section 7.5 shall be added to the Plan to read as follows:
"7.5 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 Benefit
Commencement Date as being eligible for the Long-Term Payment Option
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 to be
used in determining such Participant's Account Balance shall be the
Moody's Rate plus five (5) percentage points and the interest rate to
be used in determining a Participant's installment payments shall be
the interest rate set forth in Section 3.5."
5. 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
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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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