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                                                                   EXHIBIT 10.18


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                                                                       FPBancorp

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MANAGEMENT INCENTIVE COMPENSATION PLAN

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                           FIRST PACIFIC NATIONAL BANK
                    MANAGEMENT INCENTIVE COMPENSATION PLAN

I.    OBJECTIVE

      The objective of this plan is to provide incentives to those senior
      executives of FP Bancorp and First Pacific National Bank who can most
      directly impact the profitability, return to shareholders and other
      performance criteria of the corporation. The plan is designed to reward
      these individuals for attaining and sustaining high levels of performance
      and profitability, and for meeting and exceeding the short and long term
      goals of the corporation. The Board believes that this plan is desirable
      and necessary in order to attract, retain and motivate high quality
      executives to manage the corporation.

II.   DURATION

      This is an annual performance plan. Although it is the company's intention
      to offer this plan, or a similar one, on an ongoing basis, there is no
      guarantee that it will be extended beyond the current year. All
      participants will be notified of any extension, change or termination
      prior to the end of the first quarter of the calendar year.

III.  PLAN DESCRIPTION

      The plan is designed to reward participants based upon the company's
      performance versus financial goals established as part of the annual
      budget and Strategic Plan.

      In order to protect shareholder interests, the plan requires a minimum
      return on assets and equity before any incentive award can be paid. As the
      returns rise above the minimum thresholds, incentives also rise
      accordingly. The award levels will be spelled out in a separate document
      prior to the end of the first quarter of the calendar year.

      The plan will also identify key benchmark operating ratios that must be
      met in order for the plan to pay out in full. These benchmarks may include
      the CAMEL rating, efficiency ratio, ratio of non-performing assets to
      total assets, ratio of loan loss reserve to non-performing loans and the
      delinquency ratio. Failure to achieve any of the benchmarks may result in
      the elimination or lowering of the plan award at the discretion of the
      Compensation Committee.

IV.   PLAN ADMINISTRATION


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                                                                       FPBancorp

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SENIOR MANAGEMENT INCENTIVE COMPENSATION PLAN

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      The Compensation Committee of the Board of Directors has the
      responsibility for designing and administering the plan. Before the
      beginning of each year, the Committee will review and revise the plan, and
      establish specific goals and award thresholds. The Committee may adjust
      the plan and/or payouts accordingly for extraordinary events during the
      year which could affect the plan either positively or negatively.

V.    PLAN PARTICIPANTS

      Key executives of FP Bancorp and First Pacific National Bank who are
      responsible for directing significant management functions within the
      company are eligible for participation. Before the beginning of each year,
      the Compensation Committee shall review the recommendations of the
      company's executive management for participants and award levels.
      Participants may be added during the plan year at the discretion of the
      Compensation Committee, with their incentive awards prorated accordingly.

VI.   PAYMENT SCHEDULE

      The company will pay out the incentive awards as soon as practical after
      the end of the calendar year and after the company's outside auditors have
      reviewed the earnings and award calculations. All participants must be
      employed by the company on the final day of the plan year to be included
      in the incentive plan payout. Participants leaving the bank voluntarily or
      for cause prior to year end will be ineligible for any awards under this
      plan.

VII.  IMPACT OF MERGERS

      In the event the company becomes involved in a merger or acquisition, the
      Compensation Committee may, at its discretion, adjust and continue the
      plan accordingly.





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                          FIRST PACIFIC NATIONAL BANK

            1997 MANAGEMENT INCENTIVE COMPENSATION PLAN SPREADHSHEET

<TABLE>
<CAPTION>
                                             PREMIER                            SUPER          BUDGET
                                             -------                            -----          ------
                                1997 ROE        9.52%           14.29%          17.50%          19.00%          21.43%

                                1997 ROA        0.60%            0.90%           1.10%           1.22%           1.35%
----------------------------------------------------------------------------------------------------------------------
<S>                             <C>        <C>             <C>             <C>             <C>             <C>
1997 INCENTIVE PLAN POOL                           0          141,680         236,230         281,280         340,600

% OF ADJUSTED NET INCOME                           0%            4.00%           5.50%           6.00%           6.50%


EXECUTIVE MANAGEMENT
--------------------
Williamson - President/CEO                         0           35,893          57,918          71,518          85,200

Perdue - EVP/COO/CLO                               0           35,893          57,918          71,518          85,200

Deems - EVP/CAO                                    0           35,893          57,918          71,518          85,200
                                                   -          -------         -------         -------         -------
                                TOTAL POOL         0          107,679         173,754         214,554         255,600
                                                   =          =======         =======         =======         =======

SENIOR MANAGEMENT
-----------------

                                TOTAL POOL         0           24,000          44,100          48,000          60,000
                                                   =          =======         =======         =======         =======

OTHER KEY MANAGEMENT
& UNALLOCATED
-------------

                                TOTAL POOL         0           10,000          18,375          20,486          25,000
                                                   =          =======         =======         =======         =======

**The unallocated pool is
  limited to a maximum of
  $25,000.


TOTAL 1997 MANAGEMENT INCENTIVE
COMPENSATION PLAN POOL                             0          141,679         236,229         282,968         340,600
                                                   =          =======         =======         =======         =======


PROJECTED FPNB 1997 NET PROFIT
AT ROE % STATED ABOVE                     $2,000,000       $3,000,000      $3,675,000      $4,008,000      $4,500,000
                                          ==========       ==========      ==========      ==========      ==========
</TABLE>