EXHIBIT 10.2



FIRST PACTRUST BANCORP, INC.



2003 RECOGNITION AND RETENTION PLAN



RESTRICTED STOCK AGREEMENT


RS No.                                   


         Shares of Restricted Stock are hereby awarded on April 24, 2003, by First PacTrust Bancorp,
Inc., a Maryland-chartered corporation (the "Corporation"), to                                   (the "Grantee"),
in accordance with the following terms and conditions:


         1.	Share Award.  The Corporation hereby awards to the Grantee                                  
shares ("Shares") of common stock of the Corporation ("Common Stock") pursuant to the First
PacTrust Bancorp, Inc. 2003 Recognition and Retention Plan, as the same may be amended from
time to time (the "Plan"), and upon the terms and conditions and subject to the restrictions in the
Plan and as hereinafter set forth.  A copy of the Plan, as currently in effect, is incorporated herein
by reference and is attached hereto.


         2.	Restrictions on Transfer and Restricted Period.  During the period (the "Restricted
Period") commencing on the date of this Award Agreement and terminating on April 24, 2008,
Shares with respect to which the Restricted Period has not lapsed may not be sold, assigned,
transferred, pledged, or otherwise encumbered by the Grantee except, in the event of the death of the
Grantee, by will or the laws of descent and distribution or pursuant to a "domestic relations order,"
as defined in Section 414(p)(1)(B) the Code, or as hereinafter provided.  Shares with respect to
which the Restricted Period has lapsed shall sometimes be referred to herein as "Vested."


         Provided that the Grantee does not incur a Termination of Service, Shares shall become
Vested in accordance with the following schedule:



	Date of Vesting

	Number of Shares Vested


	               ,              	                                 
	               ,              	                                 
	               ,              	                                 
	               ,              	                                 
	               ,              	                                 




Except to the extent prohibited by the OTS regulations, the Committee referred to in Section 3 of
the Plan shall have the authority, in its discretion, to accelerate the time at which any or all of the
restrictions shall lapse with respect to any Shares or to remove any or all of such restrictions,
whenever the Committee may determine that such action is appropriate by reason of changes in
applicable tax or other laws, changes in circumstances occurring after the commencement of the
Restricted Period, or any other reason.


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         3.	Termination of Service.  Except as provided in Section 8 below, if the Grantee incurs a Termination of Service for any reason (other than death or disability), all Shares which are not Vested at the time of such Termination of Service shall upon such Termination of Service be forfeited to the Corporation.  If the Grantee incurs a Termination of Service by reason of death or
disability, all Shares awarded pursuant to this Award Agreement shall become Vested at the time
of such termination, and the Shares shall not thereafter be forfeited.


         4.	Certificates for the Shares.  The Corporation shall issue five certificates in respect of
the Shares in the name of the Grantee, and shall hold such certificates for the benefit of the Grantee
until the Shares represented thereby become Vested.  Such certificates shall bear the following
legend:


         		"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) contained in the First PacTrust Bancorp, Inc. 2003
Recognition and Retention Plan.  Copies of such Plan are on file in
the office of the Secretary of First PacTrust Bancorp, Inc., 610 Bay
Boulevard, Chula Vista, California  91910."


         The Grantee further agrees that simultaneously with the execution of this Award Agreement,
the Grantee shall execute stock powers in favor of the Corporation with respect to the Shares and
that the Grantee shall promptly deliver such stock powers to the Corporation.


         5.	Grantee's Rights.  Subject to all limitations provided in this Award Agreement, the
Grantee, as owner of the Shares during the Restricted Period, shall have all the rights of a
stockholder, including, but not limited to, the right to receive all dividends paid on the Shares and
the right to vote such Shares.


         6.	Expiration of Restricted Period.  Upon the lapse or expiration of the Restricted Period
with respect to a portion of the Shares, the Corporation shall deliver to the Grantee (or in the case
of a deceased Grantee, to his legal representative) the certificate in respect of such Shares and the
related stock power held by the Corporation pursuant to Section 4 above.  The Shares as to which
the Restricted Period shall have lapsed or expired shall be free of the restrictions referred to in
Section 2 above, and such certificate shall not bear the legend provided for in Section 4 above.


         7.	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 reorganization, recapitalization,
stock split, stock dividend, combination or exchange of shares, merger, consolidation, or any change
in the corporate structure of the Corporation or in the shares of Common Stock, the number and class
of Shares covered by this Award Agreement shall be appropriately adjusted by the Committee,
whose determination shall be conclusive.  Any shares of Common Stock or other securities received,
as a result of the foregoing, by the Grantee with respect to Shares subject to the restrictions contained
in Section 2 above shall also be subject to such restrictions, and the certificate or other instruments
representing or evidencing such shares or securities shall be legended and deposited with the
Corporation in the manner provided in Section 4 above.  The Grantee shall execute stock powers in
favor of the Corporation with respect to such shares received by the Grantee.


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         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, all previously unvested
Shares shall vest in full upon the happening of such events; provided, however, that no Shares which
have previously been forfeited shall thereafter become Vested.


         9.	Delivery and Registration of Shares of Common Stock.  The Corporation's obligation
to deliver Shares hereunder shall, if the Committee so requests, be conditioned upon the Grantee's
compliance with the terms and provisions of Section 10 of the Plan.


         10.	Plan and Plan Interpretations as Controlling.  The Shares hereby awarded 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 binding and conclusive upon the
Grantee or his legal representatives with regard to any question arising hereunder or under the Plan.


         11.	Grantee Service.  Nothing in this Award Agreement shall limit the right of the
Corporation or any of its Affiliates to terminate the Grantee'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 Grantee.


         12. 	Withholding Tax.  Upon the termination of the Restricted Period with respect to any
Shares (or at any such earlier time, if any, that an election is made by the Grantee under Section
83(b) of the Code, or any successor thereto), the Corporation may withhold from any payment or
distribution made under the Plan sufficient Shares to cover any applicable withholding and
employment taxes.  The Corporation shall have the right to deduct from all dividends paid with
respect to Shares the amount of any taxes which the Corporation is required to withhold with respect
to such dividend payments.


         13. 	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 Grantee without the Grantee's (or his legal representative's) written consent.


         14.	Grantee Acceptance.  The Grantee shall signify his acceptance of the terms and
conditions of this Award Agreement by signing in the space provided below, by signing the attached
stock powers, and by returning a signed copy hereof and of the attached stock powers to the
Corporation.


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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)


















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STOCK POWER


         For value received, I hereby sell, assign, and transfer to First PacTrust Bancorp, Inc.  (the
"Corporation")                                   shares of the capital stock of the Corporation, standing in my
name on the books and records of the aforesaid Corporation, represented by Certificate No.
__________, and do hereby irrevocably constitute and appoint the Secretary of the Corporation
attorney, with full power of substitution, to transfer this stock on the books and records of the
aforesaid Corporation.


		
                                 



	Dated:



In the presence of:





















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STOCK POWER


         For value received, I hereby sell, assign, and transfer to First PacTrust Bancorp, Inc.  (the
"Corporation")                                   shares of the capital stock of the Corporation, standing in my
name on the books and records of the aforesaid Corporation, represented by Certificate No.
__________, and do hereby irrevocably constitute and appoint the Secretary of the Corporation
attorney, with full power of substitution, to transfer this stock on the books and records of the
aforesaid Corporation.


		
                                 



	Dated:



In the presence of:





















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STOCK POWER


         For value received, I hereby sell, assign, and transfer to First PacTrust Bancorp, Inc.  (the
"Corporation")                                   shares of the capital stock of the Corporation, standing in my
name on the books and records of the aforesaid Corporation, represented by Certificate No.
__________, and do hereby irrevocably constitute and appoint the Secretary of the Corporation
attorney, with full power of substitution, to transfer this stock on the books and records of the
aforesaid Corporation.


		
                                 



	Dated:



In the presence of:





















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STOCK POWER


         For value received, I hereby sell, assign, and transfer to First PacTrust Bancorp, Inc.  (the
"Corporation")                                   shares of the capital stock of the Corporation, standing in my
name on the books and records of the aforesaid Corporation, represented by Certificate No.
__________, and do hereby irrevocably constitute and appoint the Secretary of the Corporation
attorney, with full power of substitution, to transfer this stock on the books and records of the
aforesaid Corporation.


		
                                 



	Dated:



In the presence of:





















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STOCK POWER


         For value received, I hereby sell, assign, and transfer to First PacTrust Bancorp, Inc.  (the
"Corporation")                                   shares of the capital stock of the Corporation, standing in my
name on the books and records of the aforesaid Corporation, represented by Certificate No.
__________, and do hereby irrevocably constitute and appoint the Secretary of the Corporation
attorney, with full power of substitution, to transfer this stock on the books and records of the
aforesaid Corporation.


		
                                 



	Dated:



In the presence of:





















SP-5END