EXHIBIT 10.1


FIRST PACTRUST BANCORP, INC.



2003 STOCK OPTION AND INCENTIVE PLAN



NON-QUALIFIED STOCK OPTION AGREEMENT


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         This Option is granted on ___________________ (the "Grant Date"), by First PacTrust
Bancorp, Inc., a Maryland-chartered corporation (the "Corporation"), to                                   (the
"Optionee"), in accordance with the following terms and conditions:


         1.  Option Grant and Exercise Period.  The Corporation hereby grants to the Optionee a Non-Qualified Stock Option ("Option") to purchase, pursuant to the First PacTrust Bancorp, Inc. 2003
Stock Option and Incentive Plan, as the same may be amended from time to time (the "Plan"), and
upon the terms and conditions therein and hereinafter set forth, an aggregate of                                  
shares (the "Option Shares") of the common stock of the Corporation ("Common Stock") at the price
of $_______ per share (the "Exercise Price").  A copy of the Plan, as currently in effect, is
incorporated herein by reference and is attached to this Award Agreement.


         This Option shall be exercisable only during the period (the "Exercise Period") commencing
on the dates set forth in Section 2 below, and ending at 5:00 p.m., Chula Vista, California time, on
the date 15 years after the Grant Date, such later time and date being hereinafter referred to as the
"Expiration Date," subject to earlier expiration in accordance with Section 5 in the event of a
Termination of Service.


         2.  Method of Exercise of This Option.  This Option may be exercised during the Exercise
Period, with respect to not more than the cumulative number of Option Shares set forth below on
or after the dates indicated, by giving written notice to the Corporation as hereinafter provided
specifying the number of Option Shares to be purchased.  The number of Option Shares that are
exercisable on a particular date pursuant to this Section 2 shall not be accelerated by the Committee
(as defined in the Plan) except, to the extent provided in this Award Agreement, in the event of the
death or disability of the Optionee, in connection with a change in control (as defined in the Plan)
or the allowance of such acceleration by applicable OTS regulations.



	Cumulative
Number of Option
Shares Exercisable

	Date



		
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	                                 	               ,              
	                                 	               ,              
	                                 	               ,              
	                                 	               ,              




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The notice of exercise of this Option shall be in the form prescribed by the Committee referred to
in Section 3 of the Plan and directed to the address set forth in Section 11 below.  The date of
exercise is the date on which such notice is received by the Corporation.  Such notice shall be
accompanied by payment in full of the Exercise Price for the Option Shares to be purchased upon
such exercise.  Payment shall be made (i) in cash, which may be in the form of a check, money order,
cashier's check or certified check, payable to the Corporation, or (ii) by delivering shares of Common
Stock already owned by the Optionee having a Market Value equal to the Exercise Price, or (iii) a
combination of cash and such shares.  Promptly after such payment, subject to Section 3 below, the
Corporation shall issue and deliver to the Optionee or other person exercising this Option a
certificate or certificates representing the shares of Common Stock so purchased, registered in the
name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such
other person) and in the name of another in such form of joint ownership as requested by the
Optionee (or such other person) pursuant to applicable state law.


         3.  Delivery and Registration of Shares of Common Stock.  The Corporation's obligation to
deliver shares of Common Stock hereunder shall, if the Committee so requests, be conditioned upon
the Optionee's compliance with the terms and provisions of Section 11 of the Plan.


         4.  Nontransferability of This Option.  This Option may not be assigned, encumbered,
transferred, pledged or hypothecated except, (i) in the event of the death of the Optionee, by will or
the applicable laws of descent and distribution, or (ii) pursuant to a "domestic relations order," as
defined in Section 414(p)(1)(B) of the Code, or (iii) in a gift to any member of the Participant's
immediate family or to a trust for the benefit of one or more of such immediate family members.
During the lifetime of the Optionee, this Option shall be exercisable only by the Optionee or a person
acting with the legal authority of the Optionee unless it has been transferred as permitted hereby, in
which case it shall be exercisable only by such transferee.  For the purpose of this Section 4, a
Participant's "immediate family" shall mean the Participant's spouse, children and grandchildren.
The provisions of this Option shall be binding upon, inure to the benefit of and be enforceable by
the parties hereto, the successors and assigns of the Corporation and any person acting with the legal
authority of the Optionee or to whom this Option is transferred in accordance with this Section 4.


         5.  Termination of Service or Death of the Optionee.  Except as provided in this Section 5
and Section 8 below, and notwithstanding any other provision of this Option to the contrary, this
Option shall be exercisable only if the Optionee has not incurred a Termination of Service at the time
of such exercise.


         If the Optionee incurs a Termination of Service for any reason excluding death and
Termination of Service for Cause, the Optionee may, but only within the period of one year
immediately succeeding such Termination of Service and in no event after the Expiration Date,
exercise this Option to the extent the Optionee was entitled to exercise this Option on the date of
Termination of Service.  If the Optionee incurs a Termination of Service for Cause, all rights under
this Option shall expire immediately upon the giving to the Optionee of notice of his termination,
except as provided in Section 8 below.


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         In the event of the death of the Optionee prior to the Optionee's Termination of Service or
during the one year period referred to in the immediately preceding paragraph, the person or persons
to whom the Option has been transferred pursuant to Section 4 may, but only to the extent the
Optionee was entitled to exercise this Option on the date of the Optionee's death, exercise this
Option at any time within the one year period following the death of the Optionee, but in no event
after the Expiration Date.  Following the death of the Optionee, the Committee may, in its sole
discretion, as an alternative means of settlement of this Option, elect to pay to the person to whom
this Option is transferred pursuant to Section 4 the amount by which the Market Value per share of
Common Stock on the date of exercise of this Option shall exceed the Exercise Price per Option
Share, multiplied by the number of Option Shares with respect to which this Option is properly
exercised.  Any such settlement of this Option shall be considered an exercise of this Option for all
purposes of this Option and of the Plan.


         6.  Adjustments for Changes in Capitalization of the Corporation.  In the event of any change
in the outstanding shares of Common Stock by reason of any recapitalization, stock split, reverse
stock split, stock dividend, reorganization, consolidation, combination or exchange of shares,
merger, or any other change in the corporate structure of the Corporation or in the shares of Common
Stock, the number and class of shares covered by this Option and the Exercise Price shall be
appropriately adjusted by the Committee, whose determination shall be conclusive.


         7.  Effect of Merger or Other Reorganization.  In the event of any merger, consolidation or
combination of the Corporation with or into another corporation (other than a merger, consolidation
or combination in which the Corporation is the continuing corporation and which does not result in
the outstanding shares of Common Stock being converted into or exchanged for different securities,
cash or other property, or any combination thereof), the Optionee shall have the right (subject to the
provisions of the Plan and the limitations contained herein), thereafter and during the Exercise
Period, to receive upon exercise of this Option an amount equal to the excess of the Market Value
on the date of such exercise of the securities, cash or other property, or combination thereof,
receivable upon such merger, consolidation or combination in respect of a share of Common Stock
over the Exercise Price, multiplied by the number of Option Shares with respect to which this Option
shall have been exercised.  Such amount may be payable fully in cash, fully in one or more of the
kind or kinds of property payable in such merger, consolidation or combination, or partly in cash and
partly in one or more of such kind or kinds of property, all in the discretion of the Committee.


         8.  Effect of Change in Control.  If a tender offer or exchange offer for shares of the
Corporation (other than such an offer by the Corporation) is commenced, or if a change in control
(as defined in the Plan) shall occur,  this Option shall (to the
extent it is not then exercisable) become exercisable in full upon the happening of such events;
provided, however, that this Option shall not become exercisable to the extent that it has previously
been exercised or otherwise terminated.


         9.  Stockholder Rights Not Granted by This Option.  The Optionee is not entitled by virtue
hereof to any rights of a stockholder of the Corporation or to notice of meetings of stockholders or
to notice of any other proceedings of the Corporation.


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         10.  Withholding Tax.  Where the Optionee or another person is entitled to receive Option
Shares pursuant to the exercise of this Option, the Corporation shall have the right to require the
Optionee or such other person to pay to the Corporation the amount of any taxes which the
Corporation or any of its Affiliates is required to withhold with respect to such Option Shares, or in
lieu thereof, to retain, or sell without notice, a sufficient number of such shares to cover the amount
required to be withheld, or, in lieu of any of the foregoing, to withhold a sufficient sum from the
Optionee's compensation payable by the Corporation to satisfy the Corporation's tax withholding
requirements.


         11.  Notices.  All notices hereunder to the Corporation shall be delivered or mailed to it
addressed to the Secretary of First PacTrust Bancorp, Inc., 610 Bay Boulevard, Chula Vista,
California  91910.  Any notices hereunder to the Optionee shall be delivered personally or mailed
to the Optionee's address noted below.  Such addresses for the service of notices may be changed at
any time provided written notice of the change is furnished in advance to the Corporation or to the
Optionee, as the case may be.


         12.  Plan and Plan Interpretations as Controlling.  This Option and the terms and conditions
herein set forth are subject in all respects to the terms and conditions of the Plan, which are
controlling.  Capitalized terms used herein which are not defined in this Award Agreement shall
have the meaning ascribed to such terms in the Plan.  All determinations and interpretations made
in the discretion of the Committee shall be final and conclusive upon the Optionee or his legal
representatives with regard to any question arising hereunder or under the Plan.


         13.  Optionee Service.  Nothing in this Option shall limit the right of the Corporation or any
of its Affiliates to terminate the Optionee's service as a director, advisory director, or employee, or
otherwise impose upon the Corporation or any of its Affiliates any obligation to employ or accept
the services of the Optionee.


         14.  Amendment.  The Committee may waive any conditions of or rights of the Corporation
or modify or amend the terms of this Award Agreement; provided, however, that the Committee may
not amend, alter, suspend, discontinue or terminate any provision hereof which may adversely affect
the Optionee without the Optionee's (or his legal representative's) written consent.


         15.  Optionee Acceptance.  The Optionee shall signify his acceptance of the terms and
conditions of this Option by signing in the space provided below and returning a signed copy hereof
to the Corporation at the address set forth in Section 11 above.


















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         IN WITNESS WHEREOF, the parties hereto have caused this Award Agreement to be
executed as of the date first above written.


			FIRST PACTRUST BANCORP, INC.




		By:	 
Hans R. Ganz, President and Chief
  Executive Officer

ACCEPTED:



 

                                 





 
(Street Address)



 
(City, State and Zip Code)


















NQSO-5END