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**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C.  20549**

 

**FORM 10-K/A**

**AmendmentNo. 1**

 

**(Mark One)**

**x****                             ****ANNUAL REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For thefiscal year ended December 31, 2008**

**OR**

**o****                                ****TRANSITION REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For thetransition period from              to              **

**Commissionfile number 001-33890**

** **

**1**ST PACIFIC BANCORP

(Exact name of registrantas specified in its charter)

 

| **California**

(State or Other  Jurisdiction of   Incorporation or Organization)                   | ** ** | **20-5738252**

(IRS Employer  Identification No) |
|-----------------------------------------------------------------------------------------------------|------------|---------------------------------------------------|
|                                                                                                |       |                                              |
| **9333  Genesee Avenue #300**

**San  Diego, California**  (Address of Principal Executive Offices) | ** ** | **92121**

(Zip Code)                             |

** **

**(858)875-2000**

(Issuer’s telephonenumber)

 

**SECURITIESREGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:**

 

| **Title of each class**     | ** ** | **Name of each exchange on which registered** |
|-----------------------------|------------|-----------------------------------------------|
| Common Stock, No  Par Value |       | The NASDAQ Stock  Market LLC                  |

 

**SECURITIESREGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:****(None)**

 

Indicate by check mark if the registrant is a well-known seasonedissuer, as defined in Rule 405 of the Securities Act. Yes oNo x

 

Indicate by check mark if the registrant is not required to filereports pursuant to Section 13 or Section 15(d) of the Act. Yes oNo x

 

Note-Checking above box will not relieve any registrant required tofile reports pursuant to Section 13 or 15(d) of the Exchange Act fromtheir obligations under those Sections.

** **

**Persons who respond to the collection ofinformation contained in this form are notrequired to respond unless the form displays a currently valid OMB controlnumber.**

 

Indicate by check mark whether the registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter periodthat the Registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes xNo o

 

Indicate by check mark whether the registrant has submittedelectronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit and post suchfiles). Yes x No o

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 405 of Regulation S-K (229.405 of this chapter) is not contained herein,and will not be contained, to the best of registrant’s knowledge, in definitiveproxy or information statements incorporated by reference in Part III ofthis Form 10-K or any amendment to this Form 10-K. o

 

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, a non-accelerated filer or a smaller reportingcompany. See the definitions of “large accelerated filer,” “accelerated filer”and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 
| Large accelerated filer o                                              | Accelerated filer o         |
|------------------------------------------------------------------------|-----------------------------|
|                                                                   |                        |
| Non-accelerated filer o  (Do not check if a smaller reporting company) | Smaller reporting company x |

 

Indicate by check mark whether the registrant is a shell company (asdefined in Rule 12b-2 of the Act).Yes o  No x

 

The aggregate market value of the common stock held by non-affiliatesof the Registrant as of June 30, 2008 was approximately $36.1 million. Thenumber of Registrant’s shares of common stock outstanding at March 24,2009 was 4,980,481.

 

Documents incorporated by reference: None.

 

 

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**1**st PACIFIC BANCORP

 

**TABLE OF CONTENTS**

 
| ** **           | ** **                                                                                       | **PAGE**   |
|----------------------|--------------------------------------------------------------------------------------------------|------------|
| ** **           | ** **                                                                                       | ** ** |
| **EXPLANATORY NOTE** | **1**                                                                                            |
| ** **           | ** **                                                                                       | ** ** |
| **PART III**    | ** **                                                                                       | ** ** |
| ITEM  10.            | DIRECTORS,  EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                          | 1          |
| ITEM  11.            | EXECUTIVE  COMPENSATION                                                                          | 5          |
| ITEM 12.             | SECURITY  OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER  MATTERS | 15         |
| ITEM 13.             | CERTAIN  RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE                       | 17         |
| ITEM 14.             | PRINCIPAL  ACCOUNTANT FEES AND SERVICES                                                          | 18         |
|                 |                                                                                             |       |
| **PART IV**     | ** **                                                                                       | **19**     |
| ITEM 15.             | EXHIBITS,  FINANCIAL STATEMENT SCHEDULES                                                         | 19         |
|                 |                                                                                             |       |
| **SIGNATURES**       | ** **                                                                                       | **23**     |

 

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**EXPLANATORY NOTE**

 

1stPacific Bancorp is filing this Amendment No. 1 to amend Items 10 through14 of Part III of its Form 10-K filed on March 31, 2009 (the “OriginalFiling”) for the purpose of including the information required by these Itemsbecause the Annual Shareholder Meeting has been postponed and 1st PacificBancorp’s definitive proxy statement involving such information will not befiled before April 30, 2009 (i.e., within 120 days after the end of thefiscal year covered by the Original Filing). In connection with this Amendment No. 1, 1st Pacific Bancorp isincluding as exhibits updated certifications required under Section 302 ofthe Sarbanes-Oxley Act of 2002.  Solelyfor this reason, 1st Pacific Bancorp also has restated Part IV of theOriginal Filing in Part IV of this Amendment No. 1.  Except as set forth in the immediatelypreceding sentence, this Amendment No. 1 does not alter or restate any ofthe information set forth in the Original Filing.

 

ThisAmendment No.  1 continues to speak as of the date of the Form 10-Kfiled on March 31, 2009 and we have not updated the disclosures containedherein to reflect events that have occurred since the filing of OriginalFiling.  Accordingly, this Amendment No. 1should be read in conjunction with our other filings, if any, made with theSecurities and Exchange Commission subsequent to the filing of the OriginalFiling.

 

Unlessthe context requires otherwise, references in this Amendment No. 1 to “1stPacific Bancorp”, the “Company”, “we”, “our”, or “us” includes 1st PacificBancorp, a California corporation, and its subsidiaries, including 1st PacificBank of California.  1st Pacific Bancorpdoes not engage in any material business activities other than ownership of 1stPacific Bank of California.

** **

**ITEM10.               DIRECTORS, EXECUTIVEOFFICERS AND CORPORATE GOVERNANCE**

** **

**Information ConcerningDirectors and Named Executive Officers**

 

The following table provides information with respect to each namedexecutive officer, current member of the Board of Directors and each nominee tothe Board of Directors of 1st PacificBancorp.  There are no familyrelationships among any of the nominees, directors and/or any of the 1st Pacific Bancorp’s named executive officers.Detailed information about director nominees and named executive officers isprovided below. As usual herein, the term “named executive officer” means ChiefExecutive Officer, Executive Vice President/Chief Credit Officer, ExecutiveVice President/Chief Financial Officer and Executive Vice President/ChiefOperating Officer.

 
| **Name**                      | ** ** | **Current Position with the Company**                      | ** ** | **Age** | ** ** | **Elected or  Appointed(1)** |
|-------------------------------|------------|------------------------------------------------------------|------------|---------|------------|------------------------------|
|                          |       |                                                       |       |    |       |                         |
| Robert P. Cange               |       | Director                                                   |       | 58      |       | 2000                         |
|                          |       |                                                       |       |    |       |                         |
| Albert Colucci                |       | Director                                                   |       | 71      |       | 2000                         |
|                          |       |                                                       |       |    |       |                         |
| James G. Knight, M.D.         |       | Director                                                   |       | 56      |       | 2000                         |
|                          |       |                                                       |       |    |       |                         |
| Susan Lew                     |       | Director                                                   |       | 61      |       | 2000                         |
|                          |       |                                                       |       |    |       |                         |
| Albert Logan, CPA             |       | Director                                                   |       | 66      |       | 2001                         |
|                          |       |                                                       |       |    |       |                         |
| Christopher Scripps  McKellar |       | Director                                                   |       | 59      |       | 2007                         |
|                          |       |                                                       |       |    |       |                         |
| Ronald J. Carlson             |       | President, Chief  Executive Officer, Chairman of the Board |       | 74      |       | 2007                         |
|                          |       |                                                       |       |    |       |                         |
| James H. Burgess, CPA         |       | Executive Vice  President and Chief Financial Officer      |       | 47      |       | 2000                         |
|                          |       |                                                       |       |    |       |                         |
| Larry A. Prosi                |       | Executive Vice  President and Chief Banking Officer        |       | 61      |       | 2005                         |
|                          |       |                                                       |       |    |       |                         |
| Richard H. Revier             |       | Executive Vice  President and Chief Credit Officer         |       | 56      |       | 2000                         |

 

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Mr. Carlson and Mr. McKellar were initially appointed to theBoard of Directors in connection with the Agreement and Plan of Reorganizationand Merger by and between the Company, Landmark National Bank and the Company’swholly-owned subsidiary, 1st Pacific Bank ofCalifornia, dated as of February 22, 2007, in which the Company agreed toappoint two former Landmark National Bank directors to the Board of Directorsupon completion of the merger between 1st Pacific Bank ofCalifornia and Landmark National Bank.

 

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(1) The indicated year initially elected or appointed includessimilar positions held with the Company’s subsidiary, 1st Pacific Bank ofCalifornia, prior to the formation of the Company.

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**The following is a brief summary ofthe background and business experience, including principal occupation, duringthe last five years, for each of the named executive officers and directornominees.**

** **

**RONALD J. CARLSON, President, Chief Executive Officer andChairman**.****Mr. Carlson****became a director of 1st Pacific Bancorp in July 2007 inconnection with its acquisition of Landmark National Bank and Presidentand Chief Executive Officer and Chairman in July 2008. He served asLandmark National Bank’s Chief Executive Officer and Chairman of LandmarkNational Bank from its inception in 2002 until November 2005.  Mr. Carlson was also Landmark NationalBank’s President until December 2004. Before joining Landmark NationalBank in 2002, he served as President and Chief Executive Officer of ScrippsBank of La Jolla, a position he held for 17 years. Upon the acquisition ofScripps Bank by U.S. Bank in October 2000, Mr. Carlson served as U.S.Bank’s Vice Chairman of the San Diego market until July 2001.

 

**JAMES H. BURGESS**, **CPA**, **Executive Vice Presidentand Chief Financial Officer**. Prior to joining 1st Pacific Bank of California during its organizationin 1999, from 1998 to 1999, Mr. Burgess served as First VicePresident/Treasury Manager at Bank of Commerce in San Diego.  From 1995 to 1998, Mr. Burgess wasSenior Vice President and Chief Financial Officer for Rancho Vista NationalBank, which was acquired by Bank of Commerce. From 1990 to 1995, Mr. Burgess served as Chief Financial Officerfor two other community banks. Before joining the banking industry, Mr. Burgesswas an Audit Manager for Deloitte & Touche, where he audited communitybanks.  Mr. Burgess is a graduate ofCalifornia State University, Chico where he earned a Bachelor’s Degree inBusiness Administration, Accounting Concentration.  He is a Certified Public Accountant and amember of the American Institute of Certified Public Accountants.

 

**LARRY A. PROSI**, **Executive Vice Presidentand Chief Operating Officer**. Prior to holding his current position, Mr. Prosiworked as the Regional Manager and Senior Vice President of the Inland NorthCounty office.  Before joining 1stPacific Bank of California in 2004, Mr. Prosi was Senior Vice Presidentand Region Manager of commercial banking for Washington Mutual, where he spenttwo years overseeing all commercial and corporate banking operations in SanDiego County.  Mr. Prosi took abreak from banking from 1996-2002, when he was President and Chief OperatingOfficer of Business Backers Management Corp., a national financial servicesinsurance enterprise. Mr. Prosi has held numerous management positions atother banks, including Senior Vice President at Union Bank of California andRegional Vice President at Wells Fargo Bank. Mr. Prosi is a graduate of Dartmouth College’s graduate school ofcredit and financial management and has a Bachelor of Science degree in financefrom San Diego State University.

 

**RICHARD H. REVIER**, **ExecutiveVice President and Chief Credit Officer**.  Mr. Revier has been with 1st PacificBank of California since organization and upon opening in November 2000and has more than 25 years experience in banking.  Immediately prior to his becoming a member ofthe executive management of 1st Pacific Bank of California, Mr. Revier wasVice President of U.S. Bancorp (formerly Bank of Commerce) in San Diego.  Prior to the acquisition of Bank of Commerceby U.S. Bancorp, Mr. Revier was a member of its Executive Management Teamand Executive Vice President, where he supervised the Real Estate, Corporateand Homeowner Association Departments. From 1989 to 1998, Mr. Revier was Executive Vice President andChief Credit Officer for Rancho Vista National Bank in Vista, for which he alsoserved as Chairman of the Loan Committee and was a member of the Asset andLiability Management Committee.  From1987 to 1989 he was Vice President/Commercial Lending Officer to Overland Bankin Temecula, and was a Vice President and Manager for First American CapitalBank in Laguna Beach.  Earlier in hiscareer, he held various branch management and lending positions with First NationalBank of North County, located in Carlsbad; Southwest Bank, also located inCarlsbad; and Bank of Prescott, located in Prescott, Arizona.

 

**ROBERT P. CANGE, Director.** Mr. Cange is the President, ChiefExecutive Officer and founder of Cange International, Inc., an exportmanagement company formed in 1989 that provides international marketing andsales services to U.S. manufacturers of high-end consumer goods and has soldproducts in more than 80 countries around the world.  Mr. Cange has been appointed by the U.S.Secretary of Commerce to serve on San Diego’s 

 

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District Export Council.  Previously, Mr. Cange served as theMarketing Manager for the Foreign Credit Insurance Association/Export-ImportBank of the United States and as an international lending officer for banks inCalifornia and Missouri.  He holds aBachelors Degree in Economics from Saint Louis University and a Juris DoctorDegree from California Western School of Law.

 

**ALBERT COLUCCI, Director. ** Mr. Colucciis Chairman and President of CBC Investment, a company involved primarily inreal estate investment, management and construction, which he co-founded in1958 with his brother, Salvatore.  From1982 to 1998, he served as a founding Director of Rancho Vista National Bankand, during 1999, he served as a Director for Bank of Commerce, which acquiredRancho Vista National Bank.

 

**JAMES G. KNIGHT, M.D., Director.** Dr. Knight has been a urologist inprivate practice in San Diego since 1988 following five years of militaryservice.  Dr. Knight received aBachelor’s Degree in Physics from Trinity College in Hartford, Connecticut, andhis MD from Baylor College of Medicine in Houston, Texas, where he alsocompleted his residency training.  He isCEO of Consumer Directed Health Care, Inc., a licensed California LifeAgent and a past President of the San Diego County Medical Society.

 

**SUSAN LEW, Director. **Ms. Lew is the Founder andPresident of S. Lew & Associates, Inc., a real estate investmentgroup formed in 1978.  She has been areal estate investor, broker, manager, syndicator, developer and consultant formore than 30 years.  Ms. Lew is aCommissioner Emeritus of the San Diego Port Commission, having served two fullterms as Port Commissioner from 1993 to 2001 and as Chairman in 1995.  She served on the board of directors of Bankof Commerce from 1994 to 1999.  Ms. Lewhas served on numerous other boards and commissions, for which she has receivedmany awards.  Currently, she serves onthe board of the University of California San Diego Foundation and on theAdvisory Board of U.C. San Diego’s Graduate School of International Relations /Pacific Studies. Ms. Lew serves as trustee for Sharp Memorial HospitalGroup. She is also the Founder and President of San Diego’s “Emerald ChineseSeafood Restaurant” and “Pearl Chinese Cuisine.”

 

**ALBERT LOGAN, Director.** Mr. Logan has been an accountingprofessional since 1968 and became a Certified Public Accountant in 1970.  Mr. Logan was the founding partner ofLogan Throop & Co., LLP, which after 15 years merged its practice withHutchinson and Bloodgood, LLP in 2001.  Mr. Loganretired as a partner from Hutchinson and Bloodgood LLP on June 30, 2007and now provides accounting, taxation, consulting and strategic planningservices to privately owned businesses and high net worth individuals. Mr. Loganis a licensed CPA in the state of California and a member of both the AmericanInstitute and California Society of Certified Public Accountants.

 

**CHRISTOPHER S. MCKELLAR, Director.** Mr. McKellar became a director of 1st Pacific Bancorp in July 2007 in connectionwith its acquisition of Landmark National Bank. Mr. McKellar servedas the Chairperson of the board of directors of Legacy Bank, N.A. until itsmerger with Landmark National Bank in July 2005.  He was a founder and director of ScrippsBank, from its formation (1984) through its merger with U.S. Bancorp(2000).  He is the Chief ExecutiveOfficer and President of Capella, a real estate development company based inSan Diego.  He is also the President ofMcKellar Development, Starward Ventures and Axiom, Inc., all San Diegoreal estate investment companies. Previously, he was the Chief Executive Officer and Chairman ofCalifornia Traditions, Inc., a leading builder of single-family homes inSouthern California and Nevada, commercial and industrial projects in San Diegoand Orange Counties and apartment projects in Sacramento.  Mr. McKellar currently serves on theboards of The Bishop’s School and the Neurosciences Institute, and is a memberof the Coastal San Diego Chapter of the Young Presidents Organization.  Mr. McKellar attended Claremont Men’sCollege (now Claremont McKenna College) from 1967 to 1969.

 

***Section 16(a) BeneficialOwnership Reporting Compliance***

 

1stPacific Bancorp has reviewed its filings, and amendments, by directors,officers and beneficial owners of more than 10% of a registered class of theCompany’s securities under the reporting rules of Section 16(a) ofthe Exchange Act, furnished to 1st Pacific Bancorp with respect to the 2008fiscal year. To the knowledge of 1st Pacific Bancorp, based on this review,there were no instances of failure to comply with the Section 16(a) filingrequirements.

 

**Code of Ethics**

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1stPacific Bancorp has adopted a code of ethics that applies to 1st PacificBancorp’s Chief Executive Officer, Chief Financial Officer, Chief CreditOfficer, Chief Banking Officer and senior managers, a copy of which isavailable on 1st Pacific Bancorp’s web site at www.1stpacbank.com.

 

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**Shareholder Proposals and Nominee Recommendations**

 

TheNominating and Corporate Governance Committee of 1st Pacific Bancorp will consider nominees for theBoard of Directors recommended by 1st Pacific Bancorp’s shareholders if they submitthe proposals to 1st Pacific Bancorp’s Corporate Secretary inaccordance with established procedures set forth below regarding shareholderproposals and communications.

 

Undercertain circumstances, shareholders are entitled to present proposals atshareholder meetings.  Shareholders ofthe Company who intend to submit proposals, including proposals for directornominees, to the Company’s shareholders at the 2010 Annual Meeting ofShareholders must submit such proposals to the Company no later than 120calendar days before the date our Proxy statement is released to shareholders,unless the date of the 2010 Annual Meeting of the Shareholders has been changedby more than 30 days from the date of the 2009 Annual Meeting of Shareholders,in which cares the deadline is a reasonable time before we begin to print andsend our proxy materials in order for them to be included in the Company’sproxy materials for such meeting. Proposals received by the Company after such date, are considereduntimely.  Shareholder proposals shouldbe directed to the attention of the Corporate Secretary of the Company, RobertCange, at 9333 Genesee Avenue, Suite 300, San Diego, California92121.  The submission by a shareholderof a proposal does not guarantee that it will be included in the proxystatement.  Shareholder proposals are subjectto certain regulations and requirements under the federal securities laws.

 

Shareholderswho intend to submit proposals to the Company’s shareholders at the 2010 AnnualMeeting of Shareholders but intend to submit such proposals on their own,either from the floor or through their own proxy statement and proxy, must, inorder for such matters to be voted upon by the Company’s shareholders, givenotice of such to the management of the Company at least 45 days before thedate when Company management mails its proxy material for the 2009 AnnualMeeting of Shareholders, unless the meeting date has changed by more than 30days,  in which case the deadline is areasonable time before the Company sends its proxy materials for the 2010Annual Meeting of Shareholders

 

**Nomination of Directors**

** **

Section 3.3 of the Company’s bylaws provides forthe nomination of directors in the following manner:

 

“Nominations for election of members of the board may be made by theboard or by any holder of any outstanding class of capital stock of the corporationentitled to vote for the election of directors. Notice of intention to make any nominations (other than for personsnamed in the notice of the meeting called for the election of directors) shallbe made in writing and shall be delivered or mailed to the president of thecorporation by the later of: (i) the close of business twenty-one (21)days prior to any meeting of shareholders called for the election of directors;or (ii) ten (10) days after the date of mailing of notice of themeeting to shareholders.  Suchnotification shall contain the following information to the extent known to thenotifying shareholder: (a) the name and address of each proposed nominee; (b) theprincipal occupation of each proposed nominee; (c) the number of shares ofcapital stock of the corporation owned by each proposed nominee; (d) thename and residence address of the notifying shareholder; (e) the number ofshares of capital stock of the corporation owned by the notifying shareholder; (f) thenumber of shares of capital stock of any bank, bank holding company, savingsand loan association or other depository institution owned beneficially by thenominee or by the notifying shareholder and the identities and locations of anysuch institutions; and (g) whether the proposed nominee has ever beenconvicted of or pleaded nolo contendere to any criminal offense involvingdishonesty or breach of trust, filed a petition in bankruptcy or been adjudgedbankrupt.  The notification shall besigned by the nominating shareholder and by each nominee, and shall beaccompanied by a written consent to be named as a nominee for election as adirector from each proposed nominee. Nominations not made in accordance with these procedures shall be disregardedby the chairperson of the meeting, and upon his or her instructions, theinspectors of election shall disregard all votes cast for each suchnominee.  The foregoing requirements donot apply to the nomination of a person to replace a proposed nominee who hasbecome unable to serve as a director between the last day for giving notice inaccordance with this paragraph and the date of election of directors if theprocedure called for in this paragraph was followed with respect to thenomination of the proposed nominee.

 

A copy of the preceding paragraph shall be set forth in the notice toshareholders of any meeting at which directors are to be elected.”

 

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**AuditCommittee**

 

1st Pacific Bancorp hasan audit committee established in accordance with Section 3(a)(58)(A) ofthe Securities Exchange Act of 1934, as amended (the “Exchange Act”), currentlycomprised of: Albert Logan, CPA (Committee Chair), Susan Lew and James G.Knight, M.D. Each member of the Audit Committee of 1st Pacific Bancorp (the “AuditCommittee”) is independent as defined under the applicable rules of theSecurities and Exchange Commission (“SEC”) and NASDAQ Stock Market LLC (“NASDAQ”)listing standards.  The Board ofDirectors of 1st Pacific Bancorp has adopted a written charter for the AuditCommittee, a copy of which is available on 1st Pacific Bank of California’s Website — www.1stpacbank.com.  Theresponsibilities of the Audit Committee, as more fully described in itscharter, include recommending to the Board of Directors the independentauditors to be selected, reviewing the scope and procedures of proposed auditsand the results of audits, reviewing the adequacy and effectiveness ofaccounting and financial controls, and reviewing the internal auditing functionand the financial statements of 1st Pacific Bancorp.  During the fiscal year ended December 31,2008, the Audit Committee held a total of five (5) meetings. RonaldCarlson served on the Audit Committee and attended three (3) meetingsuntil he was named President in July 2008, at which time he was replacedby Susan Lew, who attended two (2) meetings as a committee member duringthe fiscal year ended 2008. The Board of Directors has determined that AlbertLogan, CPA, who serves on the Audit Committee, is an “audit committee financialexpert” as defined in applicable SEC rules.

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**ITEM11.               EXECUTIVE COMPENSATION**

 

TheBoard of Directors of 1st Pacific Bancorp has appointed the CompensationCommittee to establish, supervise and review policies involving 1st PacificBancorp’s personnel performance, compensation and benefits.

 

TheCompensation Committee is made up of three independent outside directors.  The Compensation Committee meets on a regularbasis to review and approve both policy recommendations and compensationactions that impact the senior officers of the organization. The CompensationCommittee has a defined committee charter which provides for a broad scope ofresponsibilities to “establish, supervise and review all matters related tocompensation within the organization and in particular with regard to mattersof compensation affecting officers that hold the corporate title of Senior VicePresident and above.”

 

Incompliance with the SEC disclosure requirements, the following is theCompensation Discussion and Analysis as it pertains to the 2008 fiscalyear.  This discussion and analysis isfocused on the material principles that underlie 1st Pacific Bancorp’sexecutive compensation policies and decisions.

 

***COMPENSATIONDISCUSSION AND ANALYSIS***

 

**Philosophy andObjectives**

 

It is the philosophy ofthe Compensation Committee and the Board of Directors to insure that theCompany has policies and processes in place that will enable the Company toattract, motivate and retain the highest quality personnel in a manner thatmaximally enhances shareholder value.  Inthat regard, the Compensation Committee is committed to optimizing aperformance based compensation strategy, particularly for named executiveofficers.

 

The objective of thisperformance based compensation strategy or “pay for performance” philosophy isto align compensation with the interests of shareholders by linking individualcash compensation to bank performance as compared to peers.

 

The CompensationCommittee considers compensation on a total cost to the shareholders basis, andprovides for increasingly larger cash compensation for superior financialperformance.

 

Total compensation asmeasured in tally sheets often show existing compensation to be excessive insome areas and lower or absent in other areas. Moreover, in the end executive compensation is negotiated, and dependingon subjective business imperatives, various compensation targets may not beachievable.

 

Depending on individualexecutive circumstances, the Compensation Committee may also choose to offercertain named executive officers various compensation options on a “buffet line”basis, meaning the committee establishes a limit for total cost to the Companyand allows the named executive officer to substitute various types ofcompensation on a same cost to the Company basis.  For example, an executive may be offered tochoose to defer an increase in base salary in exchange for additional shares ofrestricted stock or options, with the total cost to the Company being the sameover time.  In the case of options thiscomputed equivalent cost would use Black-Scholes estimates for option costexpensing.

 

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**Base Pay**

 

For named executiveofficers, the Compensation Committee generally targets base pay at the medianfor comparable SEC reporting institutions. The last detailed market review by outside experts was done in 2007 andperiodically, the Compensation Committee intends to engage the services ofqualified compensation experts to perform detailed market updates usingcomparable SEC reporting bank data as is then available. In the interveningyears, the Company has and will continue to utilize publicly available data,including the data provided by the California Bankers Association and theCalifornia Department of Financial Institutions.

 

In late 2008, in responseto the challenges of the current banking environment, President Ron Carlsonvolunteered to accept a 10% reduction in salary for 2009. The other namedexecutive officers not only agreed to temporarily defer contractual increasesin base salary for 2009, but also agreed to approximately five percentreductions in base salary for 2009.

** **

**Benefits**

 

Benefits are defined asthose plans not related to cash compensation or equity that are needed toinsure that a competitive compensation total package is maintained.  Benefits may be qualified or non-qualified.

 

The CompensationCommittee’s strategy regarding benefits has been to insure that the plans inplace are competitive and assist the Company in attracting the talentneeded.  They are designed to provide forthe basic health and welfare needs of employees.  The Compensation Committee has adopted thestrategy not to lead the market in benefits and to adopt benefit strategiesthat are likely to reduce future growth in benefit costs, such as the healthsavings accounts. This decision is in keeping with the Compensation Committee’sdesire to continue to foster a pay for performance rather than an entitlementculture.  At the present, the Company hasa basic benefit package which includes health and insurance benefits and a 401(k) witha matching provision.  The Company has nopension plan.

** **

**Short-Term Incentive (AnnualBonus)**

 

In addition to base payand benefits, the Company wants to provide named executive officers theopportunity to significantly augment total annual cash compensation through ashort term senior executive bonus plan that pays out progressively more forincreasingly superior performance as compared to a pre-selected financialperformance peer group.  Annual namedexecutive officer bonus compensation is externally benchmarked and thus is notdirectly tied to internal budget parameters except to the extent that achievingor exceeding the annual budget goals may result in superior financialperformance as compared to the Company’s financial performance peer group.

 

This ongoing short termsenior executive compensation plan (the Senior Executive Bonus Plan — “SEBP”)uses performance in several key areas, referred to as “Performance Criteria”,to determine the annual bonuses for that year. Prior to the beginning of each new fiscal year, the Board of Directorsre-weights and/ or revises the Performance Criteria and if necessary the planitself to better match plan payouts to the strategic goals and needs for thecoming year as determined by the Board of Directors.

 

In 2007, the CompensationCommittee engaged the services of the Findley Group to select a financialperformance peer group composed of generally higher performing demographicallycomparable banks.  This financial performancepeer group, shown below, was vetted with management and mutually agreed upon tobe appropriate for comparative purposes. The Compensation Committee has theauthority to change this financial performance peer group from time to time.

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**1stPacific Bancorp - 2008 Financial Performance Peer Group**

 
| **BANK** | ** ** | **Established**                     | ** ** | **City** | ** ** | **State**   | ** ** | **Total Assets  12/31/2007** | ** ** |
|----------|------------|-------------------------------------|------------|----------|------------|-------------|------------|------------------------------|------------|
| 1        |       | 1st Centennial Bank                 |       | 1990     |       | Redlands    |       | CA                           |       | 612,728 |   |
| 2        |       | American Business Bank              |       | 1998     |       | Los Angeles |       | CA                           |       | 587,862 |   |
| 3        |       | American River Bank                 |       | 1983     |       | Sacramento  |       | CA                           |       | 573,624 |   |
| 4        |       | Bank of Alameda                     |       | 1998     |       | Alameda     |       | CA                           |       | 265,356 |   |
| 5        |       | Bridge Bank, N.A.                   |       | 2001     |       | San Jose    |       | CA                           |       | 749,513 |   |
| 6        |       | Butte Community Bank                |       | 1990     |       | Chico       |       | CA                           |       | 568,827 |   |
| 7        |       | Desert Hills Bank                   |       | 2000     |       | Phoenix     |       | AZ                           |       | 474,343 |   |
| 8        |       | First Commerce Bank                 |       | 1984     |       | Encino      |       | CA                           |       | 282,572 |   |
| 9        |       | First National Bank of  Northern CA |       | 1963     |       | Daly City   |       | CA                           |       | 622,570 |   |
| 10       |       | Heritage Oaks Bank                  |       | 1983     |       | Paso Robles |       | CA                           |       | 724,189 |   |
| 11       |       | National Bank of  California        |       | 1982     |       | Los Angeles |       | CA                           |       | 332,967 |   |
| 12       |       | Nevada Security Bank                |       | 2001     |       | Reno        |       | NV                           |       | 613,858 |   |
| 13       |       | Pacific State Bank                  |       | 1987     |       | Stockton    |       | CA                           |       | 396,884 |   |
| 14       |       | Premier Commercial Bank             |       | 2001     |       | Anaheim     |       | CA                           |       | 327,278 |   |
| 15       |       | Premier Valley Bank                 |       | 2001     |       | Fresno      |       | CA                           |       | 454,222 |   |
| 16       |       | Regents Bank, N.A.                  |       | 2001     |       | La Jolla    |       | CA                           |       | 296,210 |   |
| 17       |       | Valley Business Bank                |       | 1996     |       | Visalia     |       | CA                           |       | 266,507 |   |

 

The SEBP compares theBank’s financial performance in three specific areas to that of the financialperformance peer group above.  The three performance criteria for 2008 were:

 

1.               Return on Average Total Equity (ROAE)

 

2.               Core deposits as a percentage of totaldeposits (Core Deposits)

 

3.               Annual rate of growth of Loans Not Heldfor Sale (Loan Growth)

 

The three criteria areweighted on an annual basis to better align SEBP compensation with thestrategic objectives of the Company for the coming year. For fiscal year 2008,ROAE, Core Deposits, and Loan Growth were weighted at 70%, 20% and 10%respectively.

 

For 2009, the CompensationCommittee has added a fourth performance criterion called “Performing Assets”defined as: 1 - [(Non-Accrual Loans +Other Real Estate Owned (“OREO”))/ (TotalLoans + OREO)] expressed as a percentage. Also for 2009, the weighting for ROAE, Core Deposits, Loan Growth andPerforming Assets point criteria will be 40%, 20%, 15% and 25% respectively tobetter reflect the importance of improved asset quality as a goal in 2009.

 

The SEBP provides fornon-linear increases in bonus payouts as financial performance improves, asshown in the SEBP payout chart below.  In 2008, the point system would have begun toaward points once the Company’s performance with respect to any one of the above three criteria exceeded the 33rd percentile ofthe financial performance peer group’s performance in that area.  In 2008, once a full point had been accruedthe initial payout was $200,000 and increased as more weighted performancepoints accrued.  The maximum payoutavailable was $1.345 million.  Finaltotal payouts were adjusted downward as Return on Average Total Equity fellbelow 10%, with zero payout if the after bonus Return on Average Equity fellbelow 8%.  For 2008, the Company’s ROAEdid not qualify for any SEBP payout.

 

For 2009, the Committeehas adjusted upward the minimum percentile at which the plan begins to accruepayout points for the four Performance Criteria to the 50th percentile ofthe Financial Peer Group’s performance. Also, the initial payout will not occur unless the ROAE (after bonus)and Performing Assets criteria both meet or exceed the 50th percentile ofpeer.  In addition, the initial payouthas been reduced to $50,000 for 2009 from the $200,000 level in 2008.  The downward adjustment of the final payoutwhen ROAE drops below 10% in the 2008 plan has been eliminated for 2009 asthese historical benchmarks no longer appeared appropriate given the currentbanking environment.

 

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** **

**2008 SEBPPayout Chart**

** **

 

The share each seniorexecutive shall receive under the SEBP’s payout shall be determined by theChief Executive Officer except that the Compensation Committee shall have theright to review the CEO’s proposed payouts in advance, and the CEO’s share ofthe total payout may not exceed a predetermined fraction of the plan’s totalpayout as described below. In the event additional senior executives becomeparticipants in the SEBP, participants should not be subject to unfairreductions in bonus payouts. Thus, the calculated total SEBP payout and themaximum share of the total payout for the CEO will be adjusted according to thenumber of SEBP participants as described in the table below.

** **

**SEBPParticipants/Payout Table**

 

| **Plan  Participants** | ** ** | **Total SEBP  Payout  Multiplier** | ** ** | **Maximum  CEO Share** | ** ** |
|------------------------|------------|------------------------------------|------------|------------------------|------------|
| 4                      |       | 1.00                               |       | 40.00                  | %          |
| 5                      |       | 1.25                               |       | 32.00                  | %          |
| 6                      |       | 1.50                               |       | 26.67                  | %          |
| 7                      |       | 1.75                               |       | 22.86                  | %          |
| 8                      |       | 2.00                               |       | 20.00                  | %          |
| 9                      |       | 2.25                               |       | 17.78                  | %          |
| 10                     |       | 2.50                               |       | 16.00                  | %          |

 

The SEBP is intended toprovide senior executives incentive to outperform the competition, however, inthe current very challenging banking environment some of the plans methodologymay not work as intended.  In that regardthe Board of Directors has agreed to follow the plan on a quarterly basis, andamend it as needed to make sure that it achieves the desired results.   Moreover, the Board of Directors has theability to award discretionary bonuses at any time they deem appropriate.

** **

**Long-Term Incentives (EquityAwards)**

 

Our named executiveofficers have accumulated considerable equity positions in the Company,primarily as a result of prior stock option grants.  In that regard, the Company does not offer asupplemental executive retirement plan (“SERP”).  While there are a number of advantages anddisadvantages to developing a SERP, it has been the opinion of the CompensationCommittee that the relatively large levels of equity accumulation for themajority of 

 

8

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our named executiveofficers already represents an offsetting long term incentive to both stay withthe Company and improve its financial performance.  Moreover, it has been the opinion of theCommittee that SERPs, which tend to pay out regardless of the Company’sperformance, may in fact undermine a performance based compensation approach byproducing an undesirable “defensive” posture on the part of senior executivemanagement.  It should be noted thatvirtually all named executive officer options outstanding are currentlyunderwater with respect to recent market pricing.

** **

**Executive Perquisites/ExecutiveEmployment Contracts**

 

The Company has enteredinto individual employment contracts with each named executive officer, except Mr. Carlsonwho has no employment agreement.  TheCompensation Committee’s compensation decisions are based on compliance withthe elements within the individual contracts and the information obtained fromthe competitive market. The Compensation Committee determined that employmentcontracts for all of the named executive officers are appropriate in thecurrent competitive market for talented bank executives.  See the section entitled “EmploymentAgreements” below for a fuller discussion of the amounts and calculations ofthe actual payments.

 

The salaries, benefitsand equity compensation grants included in the employment contracts are in linewith our compensation philosophy as described above.  Each of the employment contracts containsprotections for the named executive officers in the event of termination inconnection with a change of control, termination without cause, termination bythe executive for “good cause” and expiration of the employment agreement.  The Compensation Committee believes theseprovisions are at market for senior executives of banks and bank holdingcompanies in California and this was the basis for negotiations with theexecutives of these protections.

*** ***

***CompensationCommittee Report***

*** ***

*Theinformation**contained**in this report shall not be deemed to be “solicitingmaterial” or “filed” with the SEC or subject to the liabilities Section 18of the Exchange Act, except to the extent that 1st Pacific Bancorp specificallyincorporates by reference into a document filed under the Securities Act or theExchange Act.*

 

The CompensationCommittee of 1st Pacific Bancorp has reviewed and discussed with management theCompensation Discussion and Analysis for fiscal 2008. Based on the review anddiscussions, the Compensation Committee recommended to the Board of Directors,and the Board of Directors has approved, that the Compensation Discussion andAnalysis be included in 1st Pacific Bancorp’s Proxy Statement for its 2009annual meeting of shareholders or Form 10-K for the fiscal year 2008, asapplicable.

 

This report is submitted by the CompensationCommittee.

 

James G. Knight, M.D. (Committee Chair)

Albert Colucci

Susan Lew

*** ***

***CompensationCommittee Interlocks and Insider Participation***

*** ***

During fiscal year 2008,the following individuals served as members of the Compensation Committee:James G. Knight, M.D., Ronald J. Carlson, Albert Colucci and Susan Lew. RonaldJ. Carlson, in addition to serving as Chairman of the Board, was appointedPresident and Chief Executive Officer of 1st Pacific Bancorp on July 3, 2008, at whichtime he was replaced by Susan Lew as a Compensation Committee member. Otherthan Mr. Carlson who left the Compensation Committee upon becomingPresident and Chief Executive Officer, none of the other individuals who servedon the Compensation Committee during 2008 has ever served as an officer oremployee of 1st Pacific Bancorp or any of its subsidiaries or has anyrelationships with 1st Pacific Bancorp or any of its subsidiaries requiringdisclosure under Item 404 of Regulation S-K. The Compensation Committee membershave no interlocking relationships requiring disclosure under Item 407(e)(4)(iii) ofRegulation S-K.

** **

**9**

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**Table of Contents**

** **

**SummaryCompensation**

** **

Thefollowing table shows compensation information for the named executiveofficers.

** **

**SummaryCompensation Table**

**For FiscalYears 2008, 2007 and 2006**

 
| **Name and Principal  Position** | ** ** | **Year** | ** ** | **Salary  ($)** | ** ** | **Stock  Awards  ($) (1)** | ** ** | **Option  Awards  ($) (1)** | ** ** | **Non-Equity  Incentive Plan  Compensation  ($) (2)** | ** ** | **All Other  Compensation  ($) (3)** | ** ** | **Total  ($)** | ** ** |
|--------------------------------------------|------------|----------|------------|-----------------|------------|---------------------------------|------------|----------------------------------|------------|-----------------------------------------------------------------|------------|------------------------------------------------|------------|----------------|------------|
| James H. Burgess                           |       | 2008     |       | 166,400         |       | n/a                             |       | 1,879                            |       | 0                                                               |       | 16,909                                         | (6)        | 185,188        |       |
| Executive Vice President,                  |       | 2007     |       | 153,855         |       | n/a                             |       | 4,836                            |       | 32,250                                                          |       | 8,774                                          | (7)        | 199,715        |       |
| Chief Financial Officer                    |       | 2006     |       | 141,500         |       | n/a                             |       | 4,836                            |       | 61,977                                                          |       | 8,774                                          | (8)        | 217,087        |       |
|                                       |       |     |       |            |       |                            |       |                             |       |                                                            |       |                                           |       |           |       |
| Ronald J. Carlson (4)                      |       | 2008     |       | 92,500          |       | n/a                             |       | 0                                |       | 0                                                               |       | 3,397                                          | (9)        | 95,897         |       |
| President,                                 |       | 2007     |       | 0               |       | n/a                             |       | 0                                |       | 0                                                               |       | 0                                              |       | 0              |       |
| Chief Executive Officer                    |       | 2006     |       | 0               |       | n/a                             |       | 0                                |       | 0                                                               |       | 0                                              |       | 0              |       |
|                                       |       |     |       |            |       |                            |       |                             |       |                                                            |       |                                           |       |           |       |
| Larry A. Prosi                             |       | 2008     |       | 160,000         |       | n/a                             |       | 55,113                           |       | 0                                                               |       | 20,806                                         | (10)       | 235,919        |       |
| Executive Vice President,                  |       | 2007     |       | 160,000         |       | n/a                             |       | 45,912                           |       | 32,250                                                          |       | 17,440                                         | (11)       | 255,602        |       |
| Chief Banking Officer                      |       | 2006     |       | 144,474         |       | n/a                             |       | 19,136                           |       | 48,750                                                          |       | 18,964                                         | (12)       | 231,324        |       |
|                                       |       |     |       |            |       |                            |       |                             |       |                                                            |       |                                           |       |           |       |
| Richard H. Revier                          |       | 2008     |       | 170,000         |       | n/a                             |       | 1,879                            |       | 0                                                               |       | 10,778                                         | (13)       | 182,657        |       |
| Executive Vice President,                  |       | 2007     |       | 161,250         |       | n/a                             |       | 4,836                            |       | 32,250                                                          |       | 9,415                                          | (14)       | 207,751        |       |
| Chief Credit Officer                       |       | 2006     |       | 151,250         |       | n/a                             |       | 4,836                            |       | 61,977                                                          |       | 9,415                                          | (15)       | 227,478        |       |
|                                       |       |     |       |            |       |                            |       |                             |       |                                                            |       |                                           |       |           |       |
| A. Vincent Siciliano (5)                   |       | 2008     |       | 130,442         |       | n/a                             |       | 0                                |       | 0                                                               |       | 297,190                                        | (16)       | 427,632        |       |
| President,                                 |       | 2007     |       | 237,000         |       | 28,750                          |       | 5,752                            |       | 41,112                                                          |       | 13,564                                         | (17)       | 326,178        |       |
| Chief Executive Officer                    |       | 2006     |       | 212,000         |       | n/a                             |       | 5,752                            |       | 92,973                                                          |       | 15,128                                         | (18)       | 325,853        |       |

 

----

| (1)  | Amounts shown do not  reflect compensation actually received by the named executive officer.  Instead the amounts shown are the compensation recognized by 1st Pacific  Bancorp on awards as determined pursuant to Statement of Financial Accounting  Standards No. 123(R). These compensation costs reflect option and stock  awards granted in and prior to fiscal 2008 (See Outstanding Equity Awards  table below). The assumptions used to calculate the value of option awards  are set forth under Note A of the Notes to Consolidated Financial Statements  included in 1st Pacific Bancorp’s Annual Report on Form 10-K for fiscal  2008 filed with the SEC on March 31, 2009. |
|------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2)  | Amounts consist of  annual bonuses earned for services rendered in each of the fiscal years  shown.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (3)  | The amounts in this  column consist of matching contributions made by 1st Pacific Bancorp under  the tax-qualified 401(k) Plan, payment of the annualized group term life  insurance premium and annualized auto allowance or, in the case of Mr. Siciliano  and Mr. Carlson, usage of a vehicle owned by the bank for personal  travel. This column also includes, for Mr. Siciliano and Mr. Prosi,  the compensation for a Company purchased membership in private golf clubs.  See Notes (4) - (16) below for detail by Executive.                                                                                                                                          |
| (4)  | Mr. Carlson was  appointed President and Chief Executive Officer on July 3, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| (5)  | Mr. Siciliano  resigned his position as President and Chief Executive Officer on  July 3, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (6)  | This amount consists of  $509 for group term life insurance premiums, $1,200 for 401(k) matching  contributions, $7,200 for automobile allowance and $8,000 for payout of  earned vacation benefit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (7)  | This amount consists of  $374 for group term life insurance premiums, $1,200 for 401(k) matching  contributions and $7,200 for automobile allowance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (8)  | This amount consists of  $374 for group term life insurance premiums, $1,000 for 401(k) matching  contributions and $7,200 for automobile allowance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (9)  | The amount consists of  $1,694 for group term life insurance premiums and $1,703 for automobile usage  compensation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (10) | This amount consists of  $2,144 for group term life insurance premiums, $1,200 for  401(k) matching contributions, $7,800 for automobile allowance, $1,647  for health insurance opt-out payments and $8,015 for Mr. Prosi’s use of  a 1st Pacific Bancorp golf club membership.                                                                                                                                                                                                                                                                                                                                                                                                              |
| (11) | This amount consists of  $389 for group term life insurance premiums, $1,200 for 401(k) matching  contributions, $7,800 for automobile allowance and $8,051 for  Mr. Prosi’s use of a 1st Pacific Bancorp golf club membership.                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| (12) | This amount consists of  $389 for group term life insurance premiums, $1,200 for 401(k) matching                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

 

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|   | contributions, $7,800  for automobile allowance and $9,575 for Mr. Prosi’s use of a 1st Pacific  Bancorp golf club membership.                                                                                                                                                                                                                                                                                                          |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (13)   | This amount consists of  $1,500 for group term life insurance premiums, $7,800 for automobile  allowance and $1,478 for health insurance opt-out payments.                                                                                                                                                                                                                                                                                        |
| (14)   | This amount consists of  $415 for group term life insurance premiums, $1,200 for 401(k) matching  contributions and $7,800 for automobile allowance.                                                                                                                                                                                                                                                                                         |
| (15)   | This amount consists of  $415 for group term life insurance premiums, $1,200 for 401(k) matching  contributions and $7,800 for automobile allowance.                                                                                                                                                                                                                                                                                         |
| (16)   | This amount consists of  $983 for group term life insurance premiums, $4,731 for automobile usage  compensation and $8,015 for use of a 1st Pacific Bancorp golf club  membership. Pursuant to the terms of his separation and consulting agreement,  Mr. Siciliano also received $255,000 and $11,282 in severance and  vacation payments, respectively and an additional $17,179 in reimbursement  payments for health and life insurance. |
| (17)   | This amount consists of  $536 for group term life insurance premiums, $1,200 for 401(k) matching  contributions, $3,777 for automobile usage compensation and $8,051 for Mr. Siciliano’s  use of a 1st Pacific Bancorp golf club membership.                                                                                                                                                                                       |
| (18)   | This amount consists of  $536 for group term life insurance premiums, $1,200 for 401(k) matching  contributions, $3,817 for automobile usage compensation and $9,575 for Mr. Siciliano’s  use of a 1st Pacific Bancorp golf club membership.                                                                                                                                                                                       |

*** ***

***Employment Agreements***

*** ***

The Company and the Bankhave written employment agreements with each of Richard H. Revier, James H.Burgess and Larry Prosi. These employment agreements contain terms 1st PacificBancorp believes are typical for agreements with senior executives of communitybanks and bank holding companies and provide for the compensation disclosed inthe preceding table. The Company and the Bank had an employment agreement withA. Vincent Siciliano, the former President and Chief Executive Officer untilhis resignation and its termination on July 3, 2008. On the same date, theCompany and the Bank entered into a Separation and Consulting Agreement with Mr. Siciliano.

 

Also on July 3,2008, Ronald J. Carlson was appointed to the position of Acting President andChief Executive Officer of the Company and the Bank. In January 2009, theBoard of Directors agreed to drop the “Acting” from Mr. Carlson’s title.Upon his appointment as Chief Executive Officer, Mr. Carlson beganreceiving salary at an annual rate of $200,000, which was increased to anannual rate of $255,000 on November 1, 2008. Mr. Carlson voluntarilyagreed to reduce his annual salary to $229,500 effective January 1, 2009.Neither the Company nor the Bank has a written employment agreement with Mr. Carlson.

* *

*Terminated Employment Agreement with Mr. Siciliano*

 

Mr. Siciliano had awritten employment agreement with 1st Pacific Bancorp and 1st Pacific Bank ofCalifornia dated October 26, 2007 which was terminated on July 3,2008.  Under the employment agreement, Mr. Siciliano’sannual salary, as of October 1, 2007, was $255,000 until December 31,2008, when it was supposed to increase by four percent each year thereafteruntil expiration.  Mr. Siciliano wasentitled to receive incentive compensation if performance goals under the SEBPwere met.  Mr. Siciliano received agrant of 10,000 shares of our restricted Common Stock and options, subject toperformance criteria, to purchase 40,000 shares of our Common Stock, allpursuant to the Omnibus Plan.   Fringebenefits under his employment agreement included five weeks of vacation peryear; the use of a Company-owned automobile; and life, disability and otherinsurance benefits we provide to all employees. Mr. Siciliano was required to protect our confidential informationand trade secrets and to refrain from competing with us or soliciting ouremployees during his term of employment or any period thereafter in which hewas receiving benefits from us upon termination of employment.

* *

*Separation and Consulting Agreement and General Release ofClaims with Mr.Siciliano*

** **

The Company, the Bank and Mr. Siciliano have aSeparation and Consulting Agreement and General Release of Claims dated July 3,2008 (“Separation Agreement”), pursuant to which, among other things: (i) theCompany paid Mr. Siciliano a lump sum payment of two hundred fifty-fivethousand dollars ($255,000); (ii) the company provides Mr. Sicilianowith the same life insurance and health care benefits it provided to him whilehe was employed for up to one year unless Mr. Siciliano becomesre-employed and eligible for comparable benefits before such time; (iii) 

 

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Mr. Siciliano has agreed to provide up to amaximum of twenty (20) hours of consulting services per month to the companyfor six (6) months; (iv) Mr. Siciliano has agreed to protect ourconfidential information and trade secrets; and (v) Mr. Siciliano hasreleased all potential claims against the company and the Bank.

* *

*Employment Agreements with Mr. Burgess,Mr. Revier and Mr. Prosi*

 

Each of Mr. Revier, Mr. Prosiand Mr. Burgess together referred to in this section as the “executives,”has a written employment agreement with 1st Pacific Bancorp and 1st PacificBank. Certain terms of each of the executive’s employment agreements areoutlined in the table below:

 
| **Executive**     | ** ** | **Effective Date of  Most Recent  Employment  Agreement or  Amendment** | ** ** | **Expiration Date  of Employment  Agreement** | ** ** | **Current  Salary (1)** | ** ** | **Number  of Weeks  Vacation** | ** ** | **Monthly  Automobile  Allowance** | ** ** |
|-------------------|------------|---------------------------------------------------------------------------------------------|------------|---------------------------------------------------------|------------|------------------------------|------------|-------------------------------------|------------|------------------------------------|------------|
| James H. Burgess  |       | January 8,  2009                                                                       |       | December 31,  2010                                 |       | $                            | 166,400    |                                | 5          |                               | $          | 600 |   |
| Richard H. Revier |       | December 21,  2007                                                                     |       | December 31,  2009                                 |       | $                            | 167,770    |                                | 5          |                               | $          | 650 |   |
| Larry Prosi       |       | December 21,  2007                                                                     |       | June 30,  2010                                     |       | $                            | 152,000    |                                | 5          |                               | $          | 650 |   |

 

----

(1)          Effective January 1, 2009, Mr. Revier and Mr. Prosiagreed to salary reductions of 5% each from the terms of their employmentagreements in recognition of financial constraints of the Company. Mr. Burgess’new employment agreement contains no salary increases.

 

Both we and theexecutives each have the right to terminate employment at will. Each employmentagreement is substantially identical and includes the following terms andconditions:

 

Each executive isentitled to receive incentive compensation if performance goals of the SEBP aremet.  Fringe benefits include vacationand automobile allowance (see table above); group insurance benefits; retirementbenefits; profit sharing and other plans we may establish with respect to allemployees.

 

Each executive isentitled to certain payments and benefits if their respective employment isterminated.  If employment is terminatedfor cause, each executive is entitled to the salary due him and a payout of allaccrued but unused vacation, each as of the date of termination.

 

If employment isterminated due to disability or death, each executive is entitled to (i) thesalary due to him, payments due to him under the SEBP and a payout of allaccrued but unused vacation, each as of the date of termination, and (ii) continuationof the group medical and other insurance benefits, if any, then-provided underthe agreement, for a period of three months from the date of termination,subject to the limitations of and to the extent permitted by the policy orpolicies under which such benefits are provided.  In addition, if employment is terminated dueto death, each executive is entitled to receive a lump sum payment equal tothree months of salary.

 

If employment isterminated without cause by us or by the executive for good reason, subject tosuch executive entering into a separation agreement and such agreement beingfully effective, such executive is entitled to (i) continued salary andthe automobile allowance then provided for nine months from the date of noticeof termination, (ii) payment due to him under the SEBP, (iii) apayout of all accrued but unused vacation as of the date of termination, and (iv) continuationof the group medical and other insurance benefits, if any, then-provided underthe agreement, for a period of nine months from the date of termination,subject to the limitations of and to the extent permitted by the policy orpolicies under which such benefits are provided.

 

If employment isterminated as a result of expiration of his respective employment agreement,such executive is entitled to a payout of all accrued but unused vacation as ofthe date of termination, 6 monthly payments equal to the Company’s monthlydefined contribution for medical benefits, continuation of non-medical benefitsfor a period of 6 months, and any incentive compensation he would have earnedunder the SEBP had he remained employed on the date such compensation was paidunder the SEBP.  Further, if suchexecutive enters into a separation and consulting agreement, we will pay suchexecutive his base monthly salary at the rate then in effect for a period ofsix months, or at our option a lump sum payment of such amount.  If such executive does not enter into theseparation and consulting agreement, we have the option to provide him with thesame benefits as if he did enter into such agreement and such executive will bedeemed bound by such agreement, other than with respect to releases of claimsand consideration for those releases.

 

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If employment of one ofthe executives is terminated within 12 months after a change of control by uswithout cause or by the executive for good reason, subject to such executiveentering into a separation agreement and such agreement being fully effective, Mr. Prosiand Mr. Revier, respectively, are entitled to (i) a lump sum paymentof an amount equal to (A) one times his base salary then in effect, plus (B) theamount actually paid by us to such executive under the SEBP for the immediatelypreceding year and (ii) continuation of medical and other insurancebenefits for 12 months.  Should theamounts payable to the executive in connection with a change of control resultin the executive being subject to an excise tax under Sections 280G and 4999 ofthe Internal Revenue Code the executive would be entitled to a reduced amountsuch that the excise tax would not be applicable. For Mr. Burgess, thesechange in control benefits are similar except Mr. Burgess is to receive alump sum payment equal to one and one-half his base pay and continuation ofbenefits for 18 months.

 

The executive is requiredto protect our confidential information and trade secrets and not to solicitany customers or employees of ours for a period of one year after terminationfor any reason.  We are required toindemnify him for all expenses incurred in actions relating to his acts arisingout of and within the course and scope of his employment that are performed ingood faith and in a manner reasonably believe to be in the best interests ofus.

** **

**Outstanding Equity Awards**

** **

**The following table shows outstanding equity awards held bythe named executive officers at the end of 2008.**

** **

**Outstanding Equity Awards atFiscal Year-End For Fiscal Year 2008**

 
| ** **                    | ** ** | **Option Awards (1)**                                                              | ** ** | **Stock Awards**                                                                 | ** ** |
|-------------------------------|------------|------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------|------------|
| ** **                    | ** ** | **Number of  Securities  underlying  unexercised  Options  Exercisable  (#)** | ** ** | **Number of  securities  underlying  options  Unexercisable  (#) (2)** | ** ** | **Equity  incentive  plan  awards;  Number of  securities  underlying  unexercised  unearned  options  (#)** | ** ** | **Option  exercise  price  ($)** | ** ** | **Option expiration  date** | ** ** | **Number of  shares or  units of  stock that  have not  vested  (#)** | ** ** | **Market  value of  shares or  units of  stock that  have not  vested   ($)** | ** ** |
| James H. Burgess              |       | 27,598                                                                             |       | 0                                                                                |       | n/a |   | 5.00 |   | 12/21/2010 |   | n/a |   | n/a |   |
|                          |       | 3,126                                                                              |       | 0                                                                                |       | n/a |   | 5.00 |   | 2/1/2011 |   | n/a |   | n/a |   |
|                          |       | 1,000                                                                              |       | 0                                                                                |       | n/a |   | 5.25 |   | 12/2/2012 |   | n/a |   | n/a |   |
|                          |       | 6,600                                                                              |       | 3,400                                                                            |       | n/a |   | 11.00 |   | 2/15/2015 |   | n/a |   | n/a |   |
|                          |       | 0                                                                                  |       | 0                                                                                |       | 20,000 | (6) | 10.00 |   | 11/30/2017 |   | n/a |   | n/a |   |
|                          |       |                                                                               |       |                                                                             |       |   |   |   |   |   |   |   |   |   |   |
| Larry A. Prosi                |       | 16,600                                                                             |       | 3,400                                                                            |       | n/a |   | 10.50 |   | 10/19/2014 |   | n/a |   | n/a |   |
|                          |       | 6,000                                                                              |       | 4,000                                                                            |       | n/a |   | 12.90 |   | 12/8/2015 |   | n/a |   | n/a |   |
|                          |       | 4,000                                                                              |       | 6,000                                                                            |       | n/a |   | 14.50 |   | 10/10/2016 |   | n/a |   | n/a |   |
|                          |       | 0                                                                                  |       | 0                                                                                |       | 18,000 | (7) | 10.25 |   | 11/15/2017 |   | n/a |   | n/a |   |
|                          |       | 3,600                                                                              |       | 14,400                                                                           | (4)        | n/a |   | 10.25 |   | 11/15/2017 |   | n/a |   | n/a |   |
|                          |       | 8,356                                                                              |       | 8,356                                                                            | (5)        | n/a |   | 10.25 |   | 11/15/2017 |   | n/a |   | n/a |   |
|                          |       |                                                                               |       |                                                                             |       |   |   |   |   |   |   |   |   |   |   |
| Richard H. Revier             |       | 27,598                                                                             |       | 0                                                                                |       | n/a |   | 5.00 |   | 12/21/2010 |   | n/a |   | n/a |   |
|                          |       | 2,886                                                                              |       | 0                                                                                |       | n/a |   | 5.00 |   | 2/1/2011 |   | n/a |   | n/a |   |
|                          |       | 1,000                                                                              |       | 0                                                                                |       | n/a |   | 5.25 |   | 12/12/2012 |   | n/a |   | n/a |   |
|                          |       | 6,600                                                                              |       | 3,400                                                                            |       | n/a |   | 11.00 |   | 2/15/2015 |   | n/a |   | n/a |   |
|                          |       | 0                                                                                  |       | 0                                                                                |       | 20,000 | (8) | 10.25 |   | 11/15/2017 |   | n/a |   | n/a |   |
|                          |       |                                                                               |       |                                                                             |       |   |   |   |   |   |   |   |   |   |   |
| A. Vincent Siciliano (3) |       | 57,500                                                                             |       | 0                                                                                |       | n/a |   | 5.00 |   | 2/14/2012 |   | n/a |   | n/a |   |

 

----

| (1) | During  November 2005, the Bank accelerated the vesting of all unexpired  outstanding stock options that would otherwise have vested at various times  during the two years ending December 31, 2007 (the “accelerated vesting  period”). Of the total options outstanding at the time, vesting was  accelerated on approximately 128,000 options that were scheduled to vest at  various times during the accelerated vesting period. Directors and executive  officers held approximately 73,000 of these options that were accelerated. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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|   | This action did not  affect options that would have already vested by December 31, 2005,  which totaled approximately 585,000. With the consent of the individual  optionees, 1st Pacific Bancorp has amended the option agreements such that  the shares of common stock issued upon exercise of the options that are  accelerated will be subject to a holding period that will require optionees  to refrain from selling such shares until the date on which the options would  have been permitted to be exercised under the option’s original vesting  terms. The decision to accelerate the vesting of these stock options was made  primarily to reduce non-cash compensation expense that would have been  recorded in future periods following 1st Pacific Bancorp’s adoption of  Statement of Financial Accounting Standards No. 123(R). |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2)    | On April 5, 2007,  the Company adopted the 2007 Omnibus Stock Incentive Plan. Details of this  stock-based compensation plan are set forth under Note J of the Notes to  Consolidated Financial Statements included in 1st Pacific Bancorp’s Annual  Report on Form 10-K for fiscal 2008 filed with the SEC on March 31,  2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (3)    | On July 3, 2008,  Mr. Siciliano resigned from his position as President and Chief  Executive Officer. Upon his resignation, Mr. Siciliano exercised 10,000  stock options. The remaining unvested performance options and stock grants  expired. As of December 31, 2008, Mr. Siciliano held the  exercisable stock options outlined above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (4)    | Mr. Prosi was  granted 18,000 stock options under the Omnibus Plan on November 15, 2007  based on his employment contract. The vesting schedule for these options is  20% on each of the next five (5) anniversaries of the date of grant. As  of December 31, 2008, 80% remained unvested.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (5)    | Mr. Prosi was  granted 16,712 stock options under the Omnibus Plan on November 15,  2007. Mr. Prosi chose to invest his future salary increases into stock  options. The compensation value was determined pursuant to the Statement of  Financial Accounting Standards No. 123(R). Vesting of 25% of the options  occurred immediately and an additional 25% will vest on each of the next  three (3) anniversaries of the date of grant. As of December 31,  2008, 50% remained unexercisable.                                                                                                                                                                                                                                                                                                                                          |
| (6)    | Mr. Burgess was  granted 20,000 performance based stock options under the Omnibus Plan on  November 30, 2007. The vesting of these options is based upon whether  the performance goals established by the administrator are met. Performance  goals were not met and therefore, none were vested in 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (7)    | Mr. Prosi was  granted 18,000 performance based stock options under the Omnibus Plan on  November 15, 2007. The vesting of these options is based upon whether  the performance goals established by the administrator are met. Performance  goals were not met and therefore, none were vested in 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| (8)    | Mr. Revier was  granted 20,000 performance based stock options under the Omnibus Plan on November 15,  2007. The vesting of these options is based upon whether the performance  goals established by the administrator are met. Performance goals were not  met and therefore, none were vested in 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

 

**Pension Benefits**

** **

1stPacific Bancorp does not offer a supplemental executive retirement plan(pension plan).

 

***Director Compensation***

 

The Company has developeda compensation strategy for its Board of Directors which targeted approximatelythe 25th percentile of the 2007 director compensation peer group analysis.  The Company provides compensation for serviceas a director only to outside directors. Inside directors receive no fees fortheir service on the Board of Directors.

 

The following directorstipends were established for the annual period between May 2007 and April 2009:1) Chairman of the Board, $32,400; 2) Vice Chairman of the Board, $29,700; 3)Audit Committee Chair, $28,350; 4) Loan Committee Chair, $28,350; 5) LoanCommittee Member, $27,000; and 6) Other Outside Directors, $24,300. Allretainers are paid in lieu of individual meeting fees.

 

In late 2008, inrecognition of the exigencies of the current banking environment, all membersof the Board of Directors voluntarily agreed to accept a 20% reduction in Boardof Director stipends effective January 1, 2009.

 

Mr. Carlson is thecurrent Chairman of the Board of Directors and was also named President andChief Executive Officer of the Company as of July 3, 2008. As an insidedirector, Mr. Carlson’s stipend has not been paid since the date he was namedas a senior executive officer.

 

The Company compensatedits Board of Directors in cash only during 2008. The table below showscompensation information for 1st Pacific Bancorp’s current and formernon-employee directors for fiscal 2008.

 

14

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**DirectorCompensation Table**

**For FiscalYear 2008**

** **
| ** **                   | ** ** | **Fees Earned or  Paid in  Cash** | ** ** | **Option Awards** | ** ** | **Total** | ** ** |
|------------------------------|------------|--------------------------------------------------|------------|------------------------|------------|-----------|------------|
| **Name**                     | ** ** | **($) (1)**                                 | ** ** | **($) (2)**       | ** ** | **($)**   | ** ** |
| Robert P Cange               |       | 28,350                                           |       | 40                     | (3)        | 28,390    |       |
| Ronald J. Carlson (9)        |       | 13,500                                           |       | 0                      |       | 13,500    |       |
| Albert Colucci               |       | 27,000                                           |       | 40                     | (4)        | 27,040    |       |
| Veronica Z. Froman (10)      |       | 2,025                                            |       | 40                     | (5)        | 2,065     |       |
| James G. Knight, M.D.        |       | 29,700                                           |       | 40                     | (6)        | 29,740    |       |
| Susan Lew                    |       | 29,700                                           |       | 40                     | (7)        | 29,740    |       |
| Albert Logan, CPA            |       | 28,350                                           |       | 40                     | (8)        | 28,390    |       |
| Christopher Scripps McKellar |       | 27,000                                           |       | 0                      |       | 27,000    |       |
| Frank Mercardante (11)       |       | 2,025                                            |       | 0                      |       | 2,025     |       |

 

----

| (1)  | Effective  May 2007, an annual stipend of $24,300 was approved for each outside  director with additional amounts approved for the Chairman, the Vice  Chairman, the Audit Committee Chairman, the Loan Committee Chairman and other  Loan Committee members of between $2,700 and $8,100 per year. This  remuneration continued through December 2008 and was paid to each  director on a quarterly basis.                                                                                                                                                                                                                                                                                                                                       |
|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2)  | Amounts  shown do not reflect compensation actually received by the directors.  Instead, the amounts shown are the compensation costs recognized by 1st  Pacific Bancorp in fiscal 2008 for option awards as determined pursuant to  Statement of Financial Accounting Standards No. 123(R). These  compensation costs reflect option awards granted prior to fiscal year 2008.  The amounts in the table above reflect the compensation costs recognized by  1st Pacific Bancorp in fiscal 2008 for a stock option grant made on  February 22, 2005 to each of its Directors: grant date fair value of  $9,300 for a stock option grant to purchase 2,000 shares of common stock made  on February 22, 2005 at an exercise price of $11.00. |
| (3)  | Mr. Cange  had options to purchase an aggregate of 36,254 shares of common stock  outstanding as of December 31, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (4)  | Mr. Colucci  had options to purchase an aggregate of 42,962 shares of common stock  outstanding as of December 31, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (5)  | Ms. Froman  had options to purchase an aggregate of 9,000 shares of common stock  outstanding as of December 31, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (6)  | Dr. Knight  had options to purchase an aggregate of 48,580 shares of common stock  outstanding as of December 31, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| (7)  | Ms. Lew  had options to purchase an aggregate of 10,500 shares of common stock  outstanding as of December 31, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| (8)  | Mr. Logan  had options to purchase an aggregate of 16,000 shares of common stock  outstanding as of December 31, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| (9)  | Mr. Carlson  was appointed Chairman of the Board of Directors, President and Chief  Executive Officer on July 3, 2008. He received no stipend between  July and December 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| (10) | Ms. Froman  resigned as a director of 1st Pacific Bancorp on January 16, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (11) | Mr. Mercardante  resigned as a director of 1st Pacific Bancorp on January 24, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

** **

**ITEM12.**               SECURITY OWNERSHIP OF CERTAIN BENEFICIALOWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

**Securities Authorized forIssuance Under Stock-Based Equity Compensation Plans**

** **

Boththe Second Amended and Restated 2000 Stock Option Plan of the Company (the “2000Plan”) and the 2007 Omnibus Stock Incentive Plan (the “Omnibus Plan”) have beenpreviously approved by the Company’s shareholders. 1st Pacific Bancorp has noequity compensation plans not previously approved by shareholders.

 

The followingtable sets forth certain information concerning aggregate common stock optionsauthorized for issuance under the 2000 Plan and the Omnibus Plan of 1st PacificBancorp.

 

15

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**STOCKBASED EQUITY COMPENSATION PLANS AT DECEMBER 31, 2008**

 
| **Number of Securities to  be Issued Upon Exercise  of Outstanding  Options** | ** ** | **Weighted-Average  Exercise  Price of Outstanding  Options** | ** ** | **Number of Securities Remaining  Available  for Future Issuance Under the Plans  (excluding  securities reflected in Column 1)** | ** ** |
|------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| 980,148                                                                                                          |       | $                                                                       | 8.38       |                                                                                                                                                                                          | 370,988    |   |
|                                                                                                                  |            |                                                                         |            |                                                                                                                                                                                               |            |  |

 

**SecurityOwnership of Certain Beneficial Owners and Management**

** **

Thefollowing table sets forth, as of March 31, 2009, the amount and percentof our common stock beneficially owned by each director and each directornominee, each of the named executive officers of the Company and itssubsidiary, 1st Pacific Bank of California (the “Bank”, or “1st Pacific Bank”) named in the SummaryCompensation Table below, all of our directors and named executive officers asa group, and the one person known to us to be the beneficial owner of more than5% of our common stock.

 

Forpurposes of the table below, a person is deemed to be the “beneficial owner” ofany shares that such person has the right to acquire within 60 days of March 31,2009. Also, for purposes of computing the percentage of outstanding shares heldby each named executive officer below on a given date, any security that suchperson has the right to acquire within 60 days is deemed to be outstanding, butis not deemed to be outstanding for the purpose of computing their percentageownership of any other person.

 

Theinformation contained herein has been obtained from the Company’s records andfrom information furnished directly to the Company by each individual orentity.

 
| **Name and Address of Beneficial Owner (1)** | ** ** | **Amount and Nature of  Beneficial Ownership (2)** | ** ** | **Percent of  Class (3)** | ** ** |
|----------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------|------------|-------------------------------------|------------|
|                                                                       |       |                                                                        |       |                                |       |
| James  H. Burgess, Executive Vice President and Chief Financial Officer    |       | 58,024                                                                      | (4)        | 1.16                                | %          |
|                                                                       |       |                                                                        |       |                                |       |
| Robert  P. Cange, Director                                                 |       | 65,514                                                                      | (5)        | 1.31                                | %          |
|                                                                       |       |                                                                        |       |                                |       |
| Ronald  J. Carlson, President and Chief Executive Officer                  |       | 11,670                                                                      | (6)        | 0.23                                | %          |
|                                                                       |       |                                                                        |       |                                |       |
| Albert  Colucci, Director                                                  |       | 157,954                                                                     | (7)        | 3.14                                | %          |
|                                                                       |       |                                                                        |       |                                |       |
| James  G. Knight, M.D., Director                                           |       | 96,220                                                                      | (8)        | 1.91                                | %          |
|                                                                       |       |                                                                        |       |                                |       |
| Susan  Lew, Director                                                       |       | 138,988                                                                     | (9)        | 2.78                                | %          |
|                                                                       |       |                                                                        |       |                                |       |
| Albert  Logan, CPA, Director                                               |       | 72,218                                                                      | (10)       | 1.45                                | %          |
|                                                                       |       |                                                                        |       |                                |       |
| Christopher  Scripps McKellar, Director                                    |       | 51,381                                                                      | (11)       | 1.03                                | %          |
|                                                                       |       |                                                                        |       |                                |       |
| Larry  Prosi, Executive Vice President and Chief Operating Officer         |       | 38,556                                                                      | (12)       | 0.77                                | %          |
|                                                                       |       |                                                                        |       |                                |       |
| Richard  H. Revier, Executive Vice President and Chief Credit Officer      |       | 55,284                                                                      | (13)       | 1.10                                | %          |
|                                                                       |       |                                                                        |       |                                |       |
| Directors  and Executive Officers as a Group (10 Persons)                  |       | 745,809                                                                     | (14)       | 14.17                               | %          |
|                                                                       |       |                                                                        |       |                                |       |
| **Name  and Address of Other Beneficial Owner (1)**                        | ** ** | ** **                                                                  | ** ** |                                |       |
|                                                                       |       |                                                                        |       |                                |       |
| William  L. Caruso, Jr.                                               |       | 257,979                                                                     | (15)       | 5.18                                | %          |

 

----

(1)                                  Eachindividual listed above may be contacted at 1st Pacific Bank of California,9333 Genesee Avenue, Suite 300, San Diego, California 92121, except Mr. WilliamL. Caruso, Jr., who is not a director, director 

 

16

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nominee or executive ofthe Company, may be contacted at 42605 Moonridge Road, Big Bear Lake,California 92315.

 

(2)                                  Includesall shares beneficially owned, whether directly and indirectly, individually ortogether with associates, jointly or as community property with a spouse, aswell as any shares as to which beneficial ownership may be acquired within 60days of March 31, 2009 by the exercise of securities convertible into ourcommon stock. Unless otherwise specified in the footnotes that follow, theindicated person has sole voting power and sole investment power with respectto the shares.

 

(3)                                  Eachpercentage is based upon; the total number of shares outstanding at March 31,2009, 4,980,481, and the total number of shares beneficially owned and held byeach individual at March 31, 2009, plus the number of shares that suchindividual has the right to acquire within 60 days of March 31, 2009.

 

(4)                                  Includes5,200 shares as to which Mr. Burgess has shared voting and investmentpower; 40,024 shares that may be acquired through exercise of stock options.

 

(5)                                  Includes22,700 shares as to which Mr. Cange has shared voting and investmentpower; 36,254 shares that may be acquired through exercise of stock options.

 

(6)                                  Includes3,890 shares as to which Mr. Carlson has shared voting and investmentpower.

 

(7)                                  Includes114,992 shares as to which Mr. Colucci has shared voting and investmentpower; 42,962 shares that may be acquired through exercise of stock options.

 

(8)                                  Includes41,160 shares as to which Dr. Knight has shared voting and investmentpower; 48,580 shares that may be acquired through exercise of stock options.

 

(9)                                  Includes128,488 shares as to which Ms. Lew has shared voting and investment power;10,500 shares that may be acquired through exercise of stock options.

 

(10)                            Includes56,218 shares as to which Mr. Logan has shared voting and investmentpower; 16,000 shares that may be acquired through exercise of stock options.

 

(11)                            Includes10,622 shares that Mr. McKellar may acquire through exercise of stockwarrants.

 

(12)                            All38,556 shares may be acquired through exercise of stock options.

 

(13)                            Includes1,200 shares as to which Mr. Revier has shared voting and investmentpower; 39,784 shares that may be acquired through exercise of stock options.

 

(14)                            Includes272,660 shares that may be acquired through the exercise of stock options and10,622 shares that may be acquired through exercise of stock warrants.

 

(15)                            Includes257,979 shares as to which Mr. Caruso acts as trustee of the William L.Caruso Jr. Trust, dated 5/11/04.

 

**ITEM13.**                                              CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 

**Independenceof the Board of Directors**

 

Ourcommon stock is traded on NASDAQ.  TheBoard of Directors has determined that a majority of the members of, andnominees to, the Board of Directors qualify as “independent,” as defined by thelisting standards of NASDAQ.  Consistentwith these considerations, after review of all relevant transactions andrelationships between each director and nominee, or any of his or her familymembers, and the Company, its senior executive management and its independentauditors, the Board of Directors has determined further that all of ourdirectors and nominees are independent under the listing standards of NASDAQ,except for Mr. Carlson.  In makingthis determination, the Board of Directors considered that there were no newtransactions or relationships between its current independent directors and theCompany, its senior management and its independent auditors since last makingthis determination except that Mr. Carlson became an officer of theCompany.

 

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*Audit Committee*.  1st Pacific Bancorp has an audit committeeestablished in accordance with Section 3(a)(58)(A) of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), currently comprised of:Albert Logan, CPA (Committee Chair), Susan Lew and James G. Knight, M.D. Eachmember of the Audit Committee of 1st Pacific Bancorp (the “Audit Committee”) isindependent as defined under the applicable rules of the SEC and NASDAQlisting standards.

* *

*Compensation Committee*.  1st Pacific Bancorp has a personnel andcompensation committee currently comprised of the following, each of whom isindependent as defined under the applicable rules of the SEC and NASDAQlisting standards: James G. Knight, M.D. (Committee Chair), Susan Lew andAlbert Colucci.

* *

*Nominating & Corporate Governance Committee*.  1st Pacific Bancorp has a nominating andcorporate governance committee currently comprised of the following, each ofwhom is independent as defined under the applicable rules of the SEC andNASDAQ listing standards:  Susan Lew(Committee Chair), Albert Colucci and Robert P. Cange.

** **

**Transactions With Related Persons**

 

Someof 1st Pacific Bancorp’s and 1st Pacific Bank of California’s directors,executive officers and principal shareholders, as well as their associates, arecustomers of, and have had banking transactions with, 1st Pacific Bank ofCalifornia in the ordinary course of 1st Pacific Bank of California’s business.All such transactions, (i) were made in the ordinary course of business, (ii) weremade on substantially the same terms, including interest rates and collateral,as those prevailing at the time for comparable loans with persons not relatedto 1st Pacific Bank of California or 1st Pacific Bancorp, and (iii) didnot involve more than the normal risk of collectability or present otherunfavorable features. 1st Pacific Bancorp expects 1st Pacific Bank ofCalifornia to have such ordinary banking transactions with such persons in thefuture on terms and conditions identical to those with unrelated third partiesand to the extent permitted by regulations. Neither 1st Pacific Bancorp nor 1stPacific Bank of California has made any loans or commitments to lend to, orengaged in any other transactions with, any executive officers, directors orprincipal shareholders.

 

***OtherMaterial Transactions***

 

Thereare no existing or proposed material transactions between 1st Pacific Bancorpand any of its directors, executive officers, or beneficial owners of 5% ormore of the common stock, or the immediate family or associates of any of theforegoing persons.  All future materialaffiliated transactions and loans will be made or entered into on terms thatare no less favorable to 1st Pacific Bancorp than those that can be obtainedfrom unaffiliated third parties. All future material affiliated transactionsand loans, and any forgiveness of loans, shall be approved by a majority of 1stPacific Bancorp’s independent directors who do not have an interest in thetransactions and who have access, at 1st Pacific Bancorp’s expense, to 1stPacific Bancorp’s or independent legal counsel.

 

**ITEM14.               PRINCIPAL ACCOUNTANTFEES AND SERVICES**

 

Thefirm of Vavrinek, Trine, Day & Co., LLP served as 1st Pacific Bancorp’sindependent public accountants for the fiscal year ended December 31, 2008and have been selected by the audit committee to serve again in 2009.

 

Underthe procedures established by the Audit Committee, all auditing services andall non-audit services performed by Vavrinek, Trine, Day & Co., LLPare to be pre-approved by the Audit Committee, subject to the de minimus exceptionprovided under Section 202 of the Sarbanes-Oxley Act.  All of the services provided by Vavrinek,Trine, Day & Co., LLP were pre-approved by the Audit Committee.

 

***Audit Fees***

 

Aggregatefees, including out-of-pocket expenses, for professional services rendered bythe full time employees of Vavrinek Trine Day & Co., LLP in connectionwith the audit of 1st Pacific Bancorp’s consolidated financial statements as ofand for the year ended December 31, 2008 were $68,000.

 

Aggregatefees, including out-of-pocket expenses, for professional services rendered bythe full time employees of Vavrinek Trine Day & Co., LLP in connectionwith the audit of 1st Pacific Bancorp’s consolidated financial statements as ofand for the year ended December 31, 2007 were $60,000.

 

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***Audit-Related Fees***

*** ***

Aggregatefees, including out-of-pocket expenses, for professional services rendered by VavrinekTrine Day & Co., LLP for audit-related services for the year ended December 31,2008 were $8,500. Audit related services in 2008 included a review of 1stPacific Bancorp’s quarterly reports on Form 10-Q and annual Form 10-Kas required by SEC rules and regulations.

 

Aggregatefees, including out-of-pocket expenses, for professional services rendered byVavrinek Trine Day & Co., LLP for audit-related services for the yearended December 31, 2007 were $7,500. Audit related services in 2007 included a review of 1st Pacific Bancorp’squarterly reports on Form 10-Q and annual Form 10-K as required bySEC rules and regulations.

 

***Tax Fees***

*** ***

Aggregatefees, including out-of-pocket expenses, for professional services rendered byVavrinek Trine Day & Co., LLP in connection with tax compliance, taxadvice and corporate tax planning for the year ended December 31, 2008were $8,500.

 

Aggregatefees, including out-of-pocket expenses, for professional services rendered byVavrinek Trine Day & Co., LLP in connection with tax compliance, taxadvice and corporate tax planning for the year ended December 31, 2007were $7,500.

 

***All Other Fees***

*** ***

VavrinekTrine Day & Co., LLP received no additional fees for services for theyear ended December 31, 2008. During the year ended 2007, Vavrinek TrineDay & Co., LLP received additional fees for merger related services($7,000) and a tax opinion on the merger of Landmark ($5,000).

 

***Audit Committee Pre-ApprovalPolicies and Procedures***

*** ***

TheAudit Committee has considered whether the provision of services covered in thepreceding paragraphs is compatible with maintaining Vavrinek Trine Day &Co., LLP’s independence. At their regularly scheduled and special meetings, theAudit Committee considers and pre-approves any audit and non-audit services tobe performed for 1st Pacific Bancorp by its independent registered publicaccounting firm. For 2008, those pre-approved audit, audit-related and taxservices represented approximately 80%, 10% and 10%, respectively.

 

**PART IV**

 

**ITEM15.               EXHIBITS, FINANCIALSTATEMENT SCHEDULES**

 

(a) (1)   Financial Statements. The consolidatedfinancial statements were included in the Original Filing.

 

(2)  Financial Statement Schedules. All financial statement schedules havebeen omitted since the information is either not applicable or required or wasincluded in the financial statements or notes included in the Original Filing.

 

(3)  Exhibits. Those exhibits marked with a (*) refer to exhibits filed withthe Original Filing. Those exhibits marked with a (£) refer to exhibits filedherewith. The other exhibits are incorporated herein by reference, as indicatedin the following list. Those exhibits marked with a (†) refer to managementcontracts or compensatory plans or arrangements.

 

**EXHIBIT INDEX**

 
| **Exhibit No.** | ** ** | ** ** | **Description**                                                                                                                                                                                                                                                                                                                      |
|----------------------|------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 2.1                  |       |       | Agreement and Plan of Reorganization and Merger by and between 1st  Pacific Bancorp, PBC Merger Company and 1st Pacific Bank of California dated  as of November 7, 2006, incorporated by reference to Exhibit 2 to  1st Pacific Bancorp’s Registration Statement on Form S-4EF filed on  November 9, 2006. |
|                 |       |       |                                                                                                                                                                                                                                                                                                                                 |
| 2.2                  |       |       | Agreement and Plan of Reorganization and Merger dated  February 22, 2007, by and                                                                                                                                                                                                                                                |

 

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|   |   |   | among 1st Pacific Bancorp, 1st Pacific Bank of California and  Landmark National Bank incorporated by reference to Exhibit 10.2 to 1st  Pacific Bancorp’s report on Form 8-K filed February 23, 2007.                                                                                                                                                                                                                                     |
|--------|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 3.1    |   |   | Articles of Incorporation of 1st Pacific Bancorp incorporated by  reference to Exhibit 3.1 to 1st Pacific Bancorp’s Registration Statement  on Form S-4EF filed on November 9, 2006.                                                                                                                                                                                                                                                      |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 3.2    |   |   | Bylaws of 1st Pacific Bancorp incorporated by reference to Exhibit 3.2  to 1st Pacific Bancorp’s Registration Statement on Form S-4EF filed on  November 9, 2006.                                                                                                                                                                                                                                                                         |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.1    |   |   | Specimen form of Certificate for 1st Pacific Bancorp Common Stock  incorporated by reference to Exhibit 4 to 1st Pacific Bancorp’s  Registration Statement on Form S-4EF filed on November 9, 2006.                                                                                                                                                                                                                                       |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.2    | † |   | Second Amended and Restated 2000 Stock Option Plan of 1st Pacific  Bank of California, as amended by Amendment No. 1, incorporated by  reference to Exhibit 4.1 to 1st Pacific Bancorp’s Registration Statement  on Form S-8 filed February 21, 2007.                                                                                                                                                                                |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.3    | † |   | 1st Pacific Bancorp 2007 Omnibus Stock and  Incentive Plan, incorporated by reference to Exhibit 4.3 to 1st Pacific Bancorp’s report on Form 8-K  filed April 10, 2007.                                                                                                                                                                                                                                                         |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 4.4    | † |   | 1st Pacific Bancorp 2007 Omnibus Stock Incentive  Plan, incorporated by reference to Exhibit 4.3 to 1st Pacific Bancorp’s Registration Statement on  Form S-8 filed March 17, 2008.                                                                                                                                                                                                                                             |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.1   |   |   | Shopping Center Lease, dated November 1, 1999, among 95 College  Plaza, Ltd., 1st Pacific Bank of California and La Jolla  Association (3500 College Boulevard, Oceanside, California), incorporated by  reference to Exhibit 10.4 to 1st Pacific Bancorp’s report on Form 10-K  filed March 23, 2007.                                                                                                                     |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.2   |   |   | First Amendment to Shopping Center Lease, dated November 17,  2004, among 95 College Plaza, Ltd., 1st Pacific Bank of California and La Jolla  Association (3500 College Boulevard, Oceanside, California), incorporated by  reference to Exhibit 10.5 to 1st Pacific Bancorp’s report on Form 10-K  filed March 23, 2007.                                                                                                 |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.3   |   |   | Lease dated April 15, 2003, between Griffin Properties, LLC and  1st Pacific Bank of California (8889 Rio  San Diego Drive, San Diego, California), incorporated by reference  to Exhibit 10.6 to 1st Pacific Bancorp’s report on Form 10-K  filed March 23, 2007.                                                                                                                                               |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.4   |   |   | First Amendment to Lease Agreement dated July 25, 2003, between  Griffin Properties, LLC and 1st Pacific Bank of California (8889 Rio  San Diego Drive, San Diego, California), incorporated by reference  to Exhibit 10.7 to 1st Pacific Bancorp’s report on Form 10-K  filed March 23, 2007.                                                                                                                   |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.5   |   |   | Lease dated September 30, 2004, between Legacy Sabre Springs,  LLC and 1st Pacific Bank of California (13500 Evening  Creek Drive North, Suite 100, San Diego, California), incorporated  by reference to Exhibit 10.9 to 1st Pacific  Bancorp’s report on Form 10-K filed March 23, 2007.                                                                                                                       |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.6   |   |   | Amendment No. 1 to Lease dated January 27, 2005, between  Kilroy Realty, L.P., a Delaware Limited Partnership, Kilroy Realty  Corporation, a Maryland Corporation, General Partner and 1st Pacific Bank of California (13500 Evening  Creek Drive North, Suite 100, San Diego, California), incorporated  by reference to Exhibit 10.10 to 1st Pacific  Bancorp’s report on Form 10-K filed March 23, 2007. |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 10.7   |   |   | Indenture Agreement between 1st Pacific Bank of California and Wilmington  Trust Company, as Trustee, dated March 31, 2005, for Floating Rate  Junior Subordinated Debentures Due 2020, incorporated by reference to  Exhibit 10.11 to 1st Pacific Bancorp’s report on Form 10-K  filed March 23, 2007.                                                                                                                    |

 

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| 10.8   | † |   | Form of Indemnification Agreement entered into by and between 1st Pacific Bank of California and each of its  directors and officers, incorporated by reference to Exhibit 10.13 to 1st Pacific Bancorp’s report on Form 10-K  filed March 23, 2007.                                              |
|--------|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                                                                                                 |
| 10.9   | † |   | 1st Pacific Bank of California Incentive  Compensation Plan - Senior Management, incorporated by reference to  Exhibit 10.14 to 1st Pacific Bancorp’s report on Form 10-K  filed March 23, 2007.                                                                                                       |
|   |   |   |                                                                                                                                                                                                                                                                                                                                 |
| 10.10  |   |   | Lease dated August 11 2006, among AMJ Properties, LLC, and 1st Pacific Bank of California (343 East Main Street,  El Cajon, California), incorporated by reference to Exhibit 10.14 to 1st Pacific Bancorp’s report on Form 10-K  filed March 23, 2007.                                           |
|   |   |   |                                                                                                                                                                                                                                                                                                                                 |
| 10.11  |   |   | Standard Office Lease by and between Arden Realty Limited Partnership  and 1st Pacific Bank of California dated February 5, 2007, incorporated  by reference to Exhibit 10.1 to 1st Pacific Bancorp’s report on  Form 8-K filed February 13, 2007.                                                          |
|   |   |   |                                                                                                                                                                                                                                                                                                                                 |
| 10.12  |   |   | Form of Landmark Director-Shareholder’s Agreement, each dated  February 22, 2007, incorporated by reference to Exhibit 10.3 to 1st  Pacific Bancorp’s report on Form 8-K filed February 23, 2007.                                                                                                 |
|   |   |   |                                                                                                                                                                                                                                                                                                                                 |
| 10.13  |   |   | Landmark Director-Shareholder’s Agreement dated February 22,  2007, between 1st Pacific Bancorp and 1st Pacific Bank of California on one  hand and F.J. “Rick” Mandelbaum, incorporated by reference to  Exhibit 10.4 to 1st Pacific Bancorp’s report on Form 8-K filed  February 23, 2007. |
|   |   |   |                                                                                                                                                                                                                                                                                                                                 |
| 10.14  |   |   | Form of Affiliates Agreement, each dated February 22, 2007,  incorporated by reference to Exhibit 10.6 to 1st Pacific Bancorp’s  report on Form 8-K filed February 23, 2007.                                                                                                                           |
|   |   |   |                                                                                                                                                                                                                                                                                                                                 |
| 10.15  |   |   | Standard Office Lease dated January 9, 2003 among Kavenish  Ivanhoe, Ltd. LP and Landmark National Bank (7817 Ivanhoe, Suite 100, La  Jolla, California), incorporated by reference to Exhibit 10.1 to 1st Pacific Bancorp’s report on form 10-Q filed  November 14, 2007.                             |
|   |   |   |                                                                                                                                                                                                                                                                                                                                 |
| 10.16  |   |   | Standard Office Lease dated August 15, 2001 among Solana Beach  Holdings, LP and Landmark National Bank (937 Lomas Santa Fe Drive, Solana  Beach, California), incorporated by reference to Exhibit 10.2 to 1st Pacific Bancorp’s report on form 10-Q filed  November 14, 2007.                             |
|   |   |   |                                                                                                                                                                                                                                                                                                                                 |
| 10.17  | † |   | Employment Agreement, effective as of November 8, 2007, by and  among 1st Pacific Bancorp, 1st Pacific Bank of California and A. Vincent  Siciliano, incorporated by reference to Exhibit 10.1 to 1st Pacific Bancorp’s report on Form 8-K  filed November 15, 2007.                         |
|   |   |   |                                                                                                                                                                                                                                                                                                                                 |
| 10.18  | † |   | Employment Agreement, effective as of December 21, 2007, by and  among 1st Pacific Bancorp, 1st Pacific Bank of California and Richard H.  Revier, incorporated by reference to Exhibit 10.1 to 1st Pacific Bancorp’s report on Form 8-K  filed December 28, 2007.                           |
|   |   |   |                                                                                                                                                                                                                                                                                                                                 |
| 10.19  | † |   | Employment Agreement, effective as of December 21, 2007, by and  among 1st Pacific Bancorp, 1st Pacific Bank of California and Larry Prosi,  incorporated by reference to Exhibit 10.2 to 1st Pacific Bancorp’s report on Form 8-K  filed December 28, 2007.                                 |
|   |   |   |                                                                                                                                                                                                                                                                                                                                 |
| 10.20  | † |   | Employment Agreement, effective as of January 8, 2009, by and  among 1st Pacific Bancorp, 1st Pacific Bank of California and James H.  Burgess, incorporated by reference to Exhibit 10.1 to 1st Pacific Bancorp’s report on Form 8-K  filed January 12, 2009.                               |
|   |   |   |                                                                                                                                                                                                                                                                                                                                 |
| 10.21  | † |   | Senior Executive Bonus Plan dated November 15, 2007,  incorporated by reference to Exhibit 10.1 to 1st Pacific Bancorp’s report on Form 8-K  filed November 15, 2007.                                                                                                                                  |

 

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| 10.22      |            |   | Declaration of Trust of FPBN Trust I, dated as of June 28, 2007,  among 1st Pacific Bancorp, as sponsor, the California  and institutional trustee named therein, and the administrators names  therein, incorporated by reference to Exhibit 10.1 to 1st Pacific Bancorp’s report on Form 10-K  filed July 5, 2007. |
|------------|-----------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |            |   |                                                                                                                                                                                                                                                                                                                                                    |
| 10.23      |            |   | Indenture, dated as of June 28, 2007, between 1st Pacific Bancorp, as issuer, and the trustee  named therein, relating to the Junior Subordinated Debt Securities due 2037,  incorporated by reference to Exhibit 10.2 to 1st Pacific Bancorp’s report on Form 10-K  filed July 5, 2007.                             |
|       |            |   |                                                                                                                                                                                                                                                                                                                                                    |
| 10.24      |            |   | Guarantee Agreement, dated as of June 28, 2007, between 1st Pacific Bancorp and the guarantee trustee  named therein, incorporated by reference to Exhibit 10.3 to 1st Pacific Bancorp’s report on Form 10-K  filed July 5, 2007.                                                                                    |
|       |            |   |                                                                                                                                                                                                                                                                                                                                                    |
| 10.25      |            |   | Separation and Consulting Agreement and General Release of Claims  dated July 3, 2008, between 1st Pacific Bancorp, 1st Pacific Bank of  California and A. Vincent Siciliano, incorporated by reference to 1st Pacific  Bancorp’s report on Form 8-K filed July 7, 2008.                                                            |
|       |            |   |                                                                                                                                                                                                                                                                                                                                                    |
| 21.1       |            |   | List of subsidiaries of 1st Pacific Bancorp, incorporated by  reference to 1st Pacific Bancorp’s report on Form 10-K  filed March 23, 2007.                                                                                                                                                                                         |
|       |            |   |                                                                                                                                                                                                                                                                                                                                                    |
| 23.1*      |            |   | Consent of Vavrinek, Trine, Day & Co. LLP                                                                                                                                                                                                                                                                                                      |
|       |            |   |                                                                                                                                                                                                                                                                                                                                                    |
| 24 *       |            |   | Power of Attorney (incorporated by reference to the signature  page of the Original Filing)                                                                                                                                                                                                                                                        |
|       |            |   |                                                                                                                                                                                                                                                                                                                                                    |
| 31.1£ |            |   | Certification of the Chief Executive Officer pursuant to  Rule 13a-14(a)/15d-14(a).                                                                                                                                                                                                                                                                |
|       |            |   |                                                                                                                                                                                                                                                                                                                                                    |
| 31.2£ |            |   | Certification of the Chief Financial Officer pursuant to  Rule 13a-14(a)/15d-14(a).                                                                                                                                                                                                                                                                |
|       |            |   |                                                                                                                                                                                                                                                                                                                                                    |
| 32.1*      |            |   | Certification of the Chief Executive Officer and Chief Financial  Officer pursuant to 18 USC Section 1350, as adopted pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                              |
|       |            |   |                                                                                                                                                                                                                                                                                                                                                    |
| (b)        | See (a)3 above. |
|       |            |   |                                                                                                                                                                                                                                                                                                                                                    |
| (c)        | See (a)1 above. |

 

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**SIGNATURES**

** **

Pursuantto the requirements of Section 13 or 15(d) of the Securities andExchange Act of 1934, the registrant has duly caused this Amendment No. 1to be signed in its behalf by the undersigned, thereunto duly authorized.

 
| Date: April 28, 2009 | **1****st**** PACIFIC BANCORP** |
|---------------------------|--------------------------------------|
|                      |                                 |
|                      | By:                                  | /s/ Ronald J. Carlson |
|                      |                                 | Ronald J. Carlson |
|                      |                                 | President & Chief  Executive Officer |
|                      |                                 |
|                      | By:                                  | /s/ James H. Burgess_ |
|                      |                                 | James H. Burgess |
|                      |                                 | Executive Vice  President & Chief Financial Officer |

 

In accordance with the Exchange Act, this report has been signed by thefollowing persons on behalf of the registrant and in the capacities on thedates indicated:

 
| **Signature**                      | ** **                                                                                                       | **Title**                                                                                                          | ** ** | **Date**            |
|------------------------------------|------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------|------------|---------------------|
| /s/ Ronald J. Carlson              |                                                                                                             | President, Chief Executive Officer, Director  (principal executive officer)                                        |       | April 28, 2009 |
| Ronald J. Carlson                  |                                                                                                             |                                                                                                               |       |                |
|                               |                                                                                                             |                                                                                                               |       |                |
| /s/ James H. Burgess               |                                                                                                             | Executive Vice President,  Chief Financial Officer (principal financial officer and principal accounting  officer) |       | April 28, 2009 |
| James H. Burgess                   |                                                                                                             |                                                                                                               |       |                |
|                               |                                                                                                             |                                                                                                               |       |                |
| /s/ Robert P. Cange *              |                                                                                                             | Director                                                                                                           |       | April 28, 2009 |
| Robert P. Cange                    |                                                                                                             |                                                                                                               |       |                |
|                               |                                                                                                             |                                                                                                               |       |                |
| /s/ Albert Colucci *               |                                                                                                             | Director                                                                                                           |       | April 28, 2009 |
| Albert Colucci                     |                                                                                                             |                                                                                                               |       |                |
| ** **                         | ** **                                                                                                       | ** **                                                                                                         | ** ** | ** **          |
| /s/ James G. Knight *              |                                                                                                             | Director                                                                                                           |       | April 28, 2009 |
| James G. Knight                    |                                                                                                             |                                                                                                               |       |                |
|                               |                                                                                                             |                                                                                                               |       |                |
| /s/ Susan Lew *                    |                                                                                                             | Director                                                                                                           |       | April 28, 2009 |
| Susan Lew                          |                                                                                                             |                                                                                                               |       |                |
|                               |                                                                                                             |                                                                                                               |       |                |
| /s/ Albert Logan *                 |                                                                                                             | Director                                                                                                           |       | April 28, 2009 |
| Albert Logan                       |                                                                                                             |                                                                                                               |       |                |
|                               |                                                                                                             |                                                                                                               |       |                |
| /s/ Christopher Scripps McKellar * |                                                                                                             | Director                                                                                                           |       | April 28, 2009 |
| Christopher Scripps McKellar       |                                                                                                             |                                                                                                               |       |                |
|                               |                                                                                                             |                                                                                                               |       |                |
|                               | *By: /s/ James H. Burgess                                                                                        |                                                                                                               |       |                |   |
|                               | James H. Burgess pursuant to the Power of Attorney  contained on the signature page of the Original Filing. |                                                                                                               |       |                |   |

 

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