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Exhibit 10.2    
    


FIRST COMMUNITY BANCORP

DIRECTORS DEFERRED COMPENSATION PLAN

(AMENDED AND RESTATED AS OF AUGUST 29, 2003)  


        This First Community Bancorp Directors Deferred Compensation Plan (this "Plan"), formerly known as the Rancho Santa Fe National Bank Directors Deferred
Compensation Plan, is amended and restated effective as of August 29, 2003. 


        1. DEFERRAL OF FEES.    



        a.     The
directors ("Directors") of First Community Bancorp (the "Company") and any of its subsidiaries that have been selected by the Board of Directors (the "Board") of the
Company to participate in this Plan, including employee Directors, shall be eligible to participate in this Plan. From time to time, the eligible Directors may, by written notice given in accordance
with this Plan, elect to have deferred as herein provided up to: 



        (1)   100%
of their Director's fees and bonuses (collectively, "Eligible Cash Amounts"); 



        (2)   100%
of their Stock Awards (as defined in the First Community Bancorp 2003 Stock Incentive Plan (the "Stock Incentive Plan") and SARs (as defined in the Stock Incentive
Plan) (or awards similar to Stock Awards and SARs under any successor equity based award plan of the Company) (collectively, "Eligible Equity Amounts" and, together with Eligible Cash Amounts,
"Eligible Amounts"); and 


        (3)   such
percentage of such other amounts (including, but not limited to, base salary) as the Committee (as defined herein) may determine in its sole discretion. 





        Any
such Eligible Amounts which are deferred in accordance with this Plan shall be referred to herein as "Deferred Amounts". 



        b.     Any
deferral elections with respect to Eligible Cash Amounts shall be exercised in writing by the Director in accordance with this Plan prior to the later to occur of the
following: 



        (1)   the
first day of the calendar year in which the Director begins earning the Eligible Amounts; and 



        (2)   the
first day of the calendar month next following the date the Director first becomes eligible to participate in this Plan; provided,
however, that any election made after the first day of the calendar year in which the Director begins earning the Eligible Amounts shall only apply to Eligible Amounts earned
after the first day of the calendar quarter following the date of election. 




        c.     Any
deferral election with respect to Eligible Equity Amounts shall be exercised in writing by the Director in accordance with this Plan on the earliest to occur of the
following: 



        (1)   Immediately
prior to the date on which the Director would otherwise have vested therein (other than a Stock Award that is in the form of a restricted stock award); 


        (2)   December 31st
of the year prior to the calendar year in which a restricted stock award (or the first tranche of such restricted stock award) is
scheduled to vest; and 


        (3)   an
earlier date elected by the Director. 





        Each
Director's initial election to defer any Eligible Cash Amount or Eligible Equity Amount under this Plan shall also state whether the Deferred Amounts subject to such deferral
election (and each subsequent deferral election) shall be payable in a lump sum or annual installments for a period not to exceed ten years. An election to defer Eligible Cash Amounts, once made,
shall continue to be effective for Eligible Cash Amounts earned during succeeding calendar years until revoked or amended 





 

by
the Director prior to the first day of the calendar year to which such revocation or amendment applies. 



        d.     Deferred
Amounts shall be subject to the rules set forth in this Plan or as prescribed by the Committee pursuant to Section 2, any deferral election and allocation
form (each, an "Election Form") required by the Committee to be entered into in connection herewith, and each Director shall have the right to receive cash or in kind payments on account of previously
Deferred Amounts only in the amounts and under the circumstances set forth in this Plan and each applicable Election Form. 


        e.     This
Plan, in conjunction with each applicable Election Form, is intended to meet the requirements for the affirmative defense set forth in
Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to any Deferred Amounts which are deemed to be invested in the
Company's common stock, no par value per share ("Common Stock), pursuant to this Plan. 




        2. COMMITTEE.    Full power and authority to construe, interpret and administer this Plan, shall be vested in a committee (the
"Committee" or "Plan Administrator") comprised entirely of non-director executive officers of the Company and chaired by the Chief Financial Officer of the Company. The other members of
the Committee shall be the Company's General Counsel, the Company's Director of Human Resources and the Chief Financial Officer(s) of the Company's subsidiary banks. Any member of the Committee may
bind the Administrator. The Committee may delegate authority to any officer of the Company to carry out its functions from time to time. The Committee shall have full power and authority to make each
determination provided for under this Plan, and in this connection, to promulgate such rules and regulations as the Committee considers necessary, appropriate or desirable for the implementation and
management of this Plan. Notwithstanding the terms of this Plan or any Election Form entered into by a Director to the contrary, the Committee may, prior to the occurrence of a Change in Control (as
defined below), determine in its sole discretion to pay a Director's Account balance in single lump sum payment. All determinations made by the Committee prior to a Change in Control shall be
conclusive upon the Company, each current and former Director and their respective estates, beneficiaries, heirs, assigns, trusts and legal representatives. 


        3. DEFERRED COMPENSATION ACCOUNTS.    Except as provided in Section 4, any Eligible Amounts deferred by a Director shall
not be funded or set aside for future payment by the Company. Instead, the Company shall establish on its books a separate bookkeeping account (each, an "Account") for each Director who participates
in this Plan. Each such Account shall be maintained as follows: 



        a.     Each
Account shall be credited with the Eligible Amounts elected to be deferred by the Director for whom such Account is established, in the case of Deferred Amounts that
Eligible Cash Amounts, as of the date on which such Eligible Cash Amounts would otherwise have been paid to the Director and, in the case of Deferred Amounts that are Eligible Equity Amounts, as of
the date determined in accordance with Section 1(c) hereof. Dividends payable with respect to any Stock Award that has been
credited to a Director's Account shall be automatically credited to such Director's Account as of the date such dividend would otherwise have been paid to the Director and shall be deemed to be
invested in the same form and in the same manner as such Director's Eligible Cash Amounts as in effect for the Plan year during which such dividends are paid; provided, however, that in the event such
Director has not elected to defer any Eligible Cash Amounts for such Plan year, the dividends shall be deemed to be invested in Common Stock in accordance with the provisions of
Section 3(b)(3) hereof. 


        b.     Each
Director shall have the option to elect to have any Deferred Amounts relating to Eligible Cash Amounts deemed to be invested in either Common Stock or a money market
mutual fund selected by the Committee in its sole discretion (an "Investment Election") and shall be 



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credited
with the performance of each such hypothetical investment as if the Deferred Amounts in such Account had actually been invested in accordance with such Investment Election. Each Investment
Election shall be made in the following manner: 



        (1)   With
respect to a Director's initial deferral of an Eligible Cash Amount, such Director shall make an Investment Election by designating a fixed dollar amount (including
zero) or a percentage (expressed in whole percentages) of any Deferred Amounts relating to Eligible Cash Amounts to be credited to such Director's Account during the succeeding calendar year and each
successive calendar year thereafter (until such Investment Election is terminated or amended by the Director in accordance with the terms of subsection (2) below) that shall be deemed to
be invested in Common Stock; 


        (2)   With
respect to each subsequent Investment Election, prior to December 15th of each calendar year, each Director participating in this Plan shall be
eligible to designate (a) a fixed dollar amount (including zero) or a percentage (expressed in whole percentages) of any Deferred Amounts relating to Eligible Cash Amounts to be credited to
such Director's Account during the succeeding calendar year and each successive calendar year thereafter (until such Investment Election is changed by the Director in accordance with the terms of this
subsection (2)) that shall be deemed to be invested in Common Stock and (b) a fixed dollar amount (including zero) or a percentage (expressed in whole percentages) of any such Deferred
Amounts already credited to such Director's Account in prior calendar years that shall be deemed to be invested in Common Stock; 


        (3)   The
Investment Elections described in subsections (1) and (2)(a) above shall be effective (i) on March 15th (or if such
day is not a trading day on the first trading day thereafter and shall be based on the average trading price of the Common Stock on the National Association of Securities Dealers Automated Quotations
National Market (the "Nasdaq National Market") for such day) of the calendar year following the year such election was made for Deferred Amounts first credited to such Director's Account between
January 1st to March 10th of such calendar year, (ii) on the 15th of April (or if such day is not a trading day on the first
trading day thereafter and shall be based on the average trading price of the Common Stock on the Nasdaq National Market for such day) for amounts first credited to such Director's Account between
March 11th and April 10th, and (iii) on the 15th of each subsequent month (or if such day is not a trading day on the first trading day
thereafter and shall be based on the average
trading price of the Common Stock on the Nasdaq National Market for such day) during such calendar year, to the extent such Deferred Amounts were first credited to such Director's between the
11th day of the immediately preceding month and the 10th day of such subsequent month. 




        c.     Until
such time as Deferred Amounts that are first credited to a Director's Account prior to March 11th or the 11th day of a subsequent
month can be deemed to be invested in Common Stock as described in subsection b. above, such Deferred Amounts shall be deemed to be invested in the money market mutual fund selected by the Committee.
Any Deferred Amounts relating to Eligible Equity Amounts shall be deemed to be invested in Common Stock beginning on the date on which such Eligible Equity Amounts are credited to the Director's
Account. 


        d.     Each
Director, and each beneficiary (as described in Section 6 below) of a Director's Account, shall, at all times, be and remain an unsecured general creditor of
the Company with respect to any payments due and owing to such Director hereunder. 




        4. TRUST.    



        a.     The
Company may establish a "rabbi trust" (the "Trust") to aid in the accumulation of assets for payment of the Account balances. At any time prior to a Change in Control
(as defined 



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below),
the Company may, in its discretion, contribute any amount (or no amount) to the Trust. The trustee of the Trust shall be a corporate trustee independent of the Company. Nothing herein shall be
construed as requiring the Company to make any contributions to the Trust prior to a Change in Control. To the extent such contributions are actually made, the Trust's assets shall remain subject to
the claims of the Company's general creditors in the event of its insolvency. Within thirty (30) days of the occurrence of a Change in Control, and within thirty (30) days of each
anniversary of the Change in Control, the Company shall contribute to a separate Trust account maintained for each Director under the Trust, in cash or Common Stock, an amount equal to at least 100%
of the then current value of each such Director's Account, less any amount already credited to such Director's Trust account as of the date of each such contribution. Amounts paid to Directors from
the Trust shall discharge the obligations of the Company hereunder to the Directors to the extent of the payments so made. 


        b.     For
purposes of this Plan, "Change in Control" shall mean the occurrence of any of the following: 



          (i)  Any
"person" (for purposes of this definition, as such term is defined in Section 13(d) of the Exchange Act) is or becomes the "beneficial owner" (for
purposes of this definition, as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the
Company, or of any entity resulting from a merger or consolidation involving the Company, representing more than fifty percent (50%) of the combined voting power of the then outstanding securities of
the Company or such entity. 


         (ii)  The
individuals who, as of the date hereof, are members of the Board (the "Existing Directors"), cease, for any reason, to constitute more than fifty percent (50%) of
the number of authorized directors of the Company as determined in the manner prescribed in the Company's Articles of Incorporation and Bylaws;  provided, however, that if the election, or nomination for election, by the Company's stockholders of
any new director was approved by a vote of at least fifty percent (50%) of the Existing Directors, such a new director shall be considered an Existing Director;  provided, further, however, that no individual shall be
considered to be an Existing Director if such individual initially assumed office as a result of either an actual or threatened election contest ("Election Contest") or other actual or threatened
solicitation of proxies by or on behalf of anyone other than the Board (a "Proxy Contest"), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest. 


        (iii)  The
consummation of (x) a merger, consolidation or reorganization to which the Company is a party, whether or not the Company is the person surviving or
resulting therefrom, or (y) a sale, assignment, lease, conveyance or other disposition of all or substantially all of the assets of the Company, in one transaction or a series of related
transactions, to any person other than the Company, where any such transaction or series of related transactions as is referred to in clause (x) or clause (y) above in this
subparagraph (iii) (a "Transaction") does not otherwise result in a "Change in Control" pursuant to subparagraph (i) of this definition of Change in Control;  provided, however, that no such Transaction shall constitute a Change in Control under this subparagraph
(iii) if the persons who were the shareholders of the Company immediately before the consummation of such Transaction are the beneficial owners, immediately following the consummation of such
Transaction, of fifty percent (50%) or more of the combined voting power of the then outstanding voting securities of the person surviving or resulting from any merger, consolidation or reorganization
referred to in clause (x) above in this subparagraph (iii) or the person to whom the assets of the Company are sold, assigned, leased, conveyed or disposed of in any transaction
or series of related transactions referred in clause (y) above in this subparagraph (iii). 




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        5. PAYMENT OF ACCOUNT BALANCES AND HARDSHIP/OTHER DISTRIBUTIONS.    



        a.     Payout
of a Director's Account balance shall commence during the earlier of (i) the month following the later of (A) the month during which the Director
ceases to be a member of the Board and any board of any of the Company's subsidiaries that have been selected by the Board to participate in this Plan and (B) the month during which the
Director ceases to be an employee of the Company and any of the Company's subsidiaries that have been selected by the Board to participate in this Plan, and (ii) January of the year
following the year in which the Director attains age 70. Subject to Section 2, such Account balance shall be paid in either a lump sum or in substantially equal annual installments over a
period of years not to exceed ten years as previously elected by the Director. Each annual installment shall include investment gains (or losses) on the remaining Account balance during
the previous year until the Account shall have been paid in full. A Director may continue to make new investment elections with respect Deferred Amounts in such Director's Account as provided in
Section 3 during the period that the Account is being distributed. The amount or amounts paid out of the Director's Account shall be (i) in kind, in the case of Deferred Amounts deemed
invested in Common Stock or relating to Eligible Equity Amounts and (ii) in cash, in the case of Deferred Amounts deemed invested in a money market mutual fund account. 



        b.     Notwithstanding
the foregoing, in the event that the Internal Revenue Service or any court of competent jurisdiction shall finally determine that part or all of the value
of a Director's Account balance which has not been distributed to the Director is nevertheless required to be included in the Director's gross income for federal or state income tax purposes, then
such Account balance or the part thereof that is determined to be includible in gross income shall be distributed to the Director in a lump sum payment as soon as practicable after such determination
without any action or approval by the Director. This amount shall be (i) in kind, in the case of Deferred Amounts deemed invested in Common Stock or relating to Eligible Equity Amounts and
(ii) in cash, in the case of Deferred Amounts deemed invested in a money market mutual fund account. A "final determination" of the Internal Revenue Service or a court of competent jurisdiction
for purposes of this subsection is a determination in writing by said Service or court ordering the payment of additional tax, reporting of additional gross income or otherwise requiring
Deferred Amounts to be included in gross income, which is not appealable or which the Director does not appeal within the time period prescribed for appeals. 


        c.     The
Committee may, in its discretion, accelerate payments to a Director in an amount up to fifty percent (50%) of the Director's Account balance in the event of
demonstrated severe financial hardship (or any similar circumstances under which a payment would be permitted without causing the imposition of federal income taxes on the Director's remaining Account
balance or any other Director's Account balance that has not been distributed, pursuant to Revenue Procedure 92-65 or any successor Revenue Procedure, Revenue Ruling, regulation or other
applicable administrative determination issued by the Internal Revenue Service). Any such payments made will be limited to the amount needed to meet the demonstrated financial need of the Director and
shall be made in cash. A Director seeking a financial hardship withdrawal from his or her Account must request a hearing with the Committee or its designee to discuss the facts needed for the
Committee to render a decision. 


        d.     A
Director may, by written request on a form provided by the Committee, withdraw all or any portion of any of such Director's Account balance, provided that such Director
shall forfeit 10% of the amount withdrawn as a penalty. This amount shall be (i) in kind, in the case of Deferred Amounts deemed invested in Common Stock or relating to Eligible Equity Amounts
and (ii) in cash, in the case of Deferred Amounts deemed invested in a money market mutual fund account. 



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        6. BENEFICIARY.    



        a.     In
the event of a Director's death, payments shall be made to the person or persons (including a trustee or trustees) named in the last written instrument signed by the
Director and received by the Committee prior to the Director's death, or if the Director fails to so name any person, the amounts shall be paid to the Director's estate or the appropriate distributee
thereof in accordance with applicable law. The Committee's determination with respect to making any payments due hereunder in accordance with what the Committee believes to be such last written
instrument received by it shall be binding on a deceased Director's estate, beneficiaries, heirs, assigns, trusts and legal representatives. 


        b.     Payments
due to a legally incompetent person may be made in any of the following ways as the Committee shall determine in its sole discretion: 



          (i)  directly
to such incompetent person; 


         (ii)  to
the legal representative of such incompetent person; or 


        (iii)  to
a near relative of the incompetent person to be held in trust for such incompetent person. 




        c.     Except
as otherwise provided in subsections a. and b. above, all payments to persons entitled to benefits hereunder shall be made to such persons in person or upon
their personal receipt or endorsement, and shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment or garnishment by creditors of
such person or such person's beneficiaries. 


        d.     All
payments to persons entitled to benefits hereunder shall be made out of the Company's general assets and shall be the sole obligations of the Company, except to the
extent that such payments are made out of the Trust. A Director's hypothetical Account balance represents a mere promise to pay benefits in the future and it is the intention of the parties that all
amounts deferred under this Plan shall be "unfunded" for tax purposes (and for the purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")). 




        7. CLAIMS PROCEDURES.    



        a.     Presentation of Claim. Any Director or beneficiary of a deceased Director or duly authorized representative of either
(such Director or beneficiary or duly authorized representative being referred
to below as a "Claimant") may deliver to the Committee a written claim for a determination with respect to the amounts (i) credited to (or deducted from) such Claimant's Account or
(ii) distributable to such Claimant from the Claimant's Account. If such a claim relates to the contents of a notice received by the Claimant, the claim must be made within sixty
(60) days after such notice was received by the Claimant. The claim must state with particularity the benefit determination desired by the Claimant. 



        b.     Notification of Decision. The Committee shall consider a Claimant's claim within a reasonable time, but not later than
ninety (90) days after receipt of the claim by the Committee, unless the Committee determines that special circumstances require an extension of time for processing the claim. If the Committee
determines that an extension of time for processing the claim is required, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial ninety
(90)-day period. In no event shall such extension exceed a period of ninety (90) days from the end of such initial period. The extension notice shall indicate the special
circumstances requiring an extension of time and the date by which the Committee expects to render the benefit determination. Once the benefit determination is made in accordance with 



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the
foregoing, the Committee shall notify the Claimant in writing that the Claimant's requested benefit determination has been made and: 



          (i)  that
the claim has been allowed in full; or 


         (ii)  that
the Committee has reached a conclusion adverse, in whole or in part, to the Claimant's requested benefit determination. The Committee's notice of adverse benefit
determination must be written in a manner calculated to be understood by the Claimant, and it must contain: 


        A.
the specific reason(s) for the adverse benefit determination; 


        B.
reference to the specific provisions of this Plan upon which such adverse benefit determination was based; 



        C.
a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary; and 


        D.
a description of this Plan's claim review procedures set forth in Section 7c. and the time limits applicable to such procedures, including a statement of the Claimant's right
to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review. 




        c.     Review of a Denied Claim. Within sixty (60) days after receiving a notice from the Committee of an adverse benefit
determination, a Claimant may file with the Compensation Committee (the "Compensation Committee") of the Board a written request for a review of such adverse determination. Thereafter, but not later
than thirty (30) days after the review procedure began, the Claimant: 



          (i)  may
submit written comments, documents, records and other information relating to the claim for benefits; 


         (ii)  shall
be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the Claimant's claim;
and 


        (iii)  may
request a hearing, which the Board, in its discretion, may grant. 





        The
Compensation Committee shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such
information was submitted or considered in the initial benefit determination. 



        d.     Decision on Review. The Compensation Committee shall render its decision on review within a reasonable time, and not later
than sixty (60) days after the receipt of the Claimant's review request, unless a hearing is held or other special circumstances require additional time, in which case the Compensation
Committee's decision must be rendered within one hundred twenty (120) days after the receipt of the Claimant's review request. If the Compensation Committee determines that an extension of time
for processing the review is required, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial sixty (60)-day period. In no event shall
such extension exceed a period of sixty (60) days from the end of the initial period. The extension notice shall indicate the special circumstances requiring an extension of time and the date
by which the Compensation Committee expects to render the benefit determination on review. The Compensation Committee's decision must be written in a manner calculated to be understood by the Claimant
and it must contain: 



          (i)  specific
reasons for the decision; 


         (ii)  reference
to the specific Plan provisions upon which the decision was based; 




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        (iii)  a
statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other
information relevant to the Claimant's claim; 


        (iv)  a
statement of the Claimant's right to bring an action under ERISA Section 502(a) concerning an adverse benefit determination; and 


         (v)  such
other matters as the Compensation Committee deems relevant. 





        For
purposes of this Section 7, a document, record or other information shall be considered "relevant" to a Claimant's claim if such document, record or other information: 




          (i)  was
relied upon in making the benefit determination; 


         (ii)  was
submitted, considered or generated in the course of making the benefit determination (without regard to whether such document, record or other information was
relied upon in making the benefit determination); or 


        (iii)  demonstrates
compliance with the administrative processes and safeguards required under ERISA in making the benefit determination. 





        8. MISCELLANEOUS.    



        a.     Except
as limited by Section 6c. above and except that a Director shall have a continuing power to designate a new beneficiary in the event of the Director's death
at any time prior to such death without the consent or approval of any person theretofore named as Director's beneficiary by an instrument meeting the requirements of Section 6a. above, this
Plan shall be binding upon and inure to the benefit of the Company and its successors and assigns and the Directors and their respective estates, beneficiaries, heirs, assigns, trusts and legal
representatives. The term "successors" as used herein shall include any corporation or other business entity which shall, whether by merger, consolidation,
purchase of assets or otherwise, acquire all or substantially all of the business or assets of the Company, and successors of any such corporation or other business entity. 


        b.     Any
notice given in connection with this document shall be in writing and shall be delivered in person or by certified or registered mail, return receipt requested. Any
notice given by certified or registered mail shall be deemed to have been given upon the date of delivery indicated on the return receipt, if correctly addressed. 



        c.     Nothing
in this document shall interfere with the rights of any employee Director to participate or share in any profit sharing or pension plan which is now in force or
which may at some future time become a recognized plan of the Company. 


        d.     Nothing
in this document shall be construed as an employment agreement nor as in any way impairing the right of the Company, the Board or any committee thereof, the board
of any subsidiary on which the Director serves or the shareholders of the Company or any such subsidiary to remove the Director from service as a director, to refuse to renominate or reelect such
person as a director or to enforce the duly adopted retirement policies of the Company or such subsidiary. 




        9. TERMINATION OR AMENDMENT.    Prior to a Change in Control, the Board may, in its discretion, terminate or amend this Plan at
any time, provided, however, that no such termination or amendment shall (without such Director's consent) alter any Director's right to payments of amounts previously credited to such Director's
Account or delay the time at which a Director is entitled to receive distributions with respect to such Director's Account balance. After the occurrence of a Change in Control, no amendment to this
Plan may be made that would adversely affect the rights of any Director without the consent of such Director, except for such changes that the Board reasonably determines, upon the advice of
nationally recognized tax counsel, are necessary to fulfill the intent of 


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this
Plan to defer federal income taxation of Directors' Accounts until such Accounts are paid in accordance with the terms of this Plan. After the occurrence of a Change in Control, the Board may at
any time terminate this Plan in its entirety, in which event no new Deferred Amounts shall be allowed to be made, but the obligations of the Company under this Plan, under existing Deferred Amounts
and under the Trust shall continue. 


        10. TERMS.    Use of the masculine, feminine and neuter pronouns in this Plan are intended to be interchangeable and use of the
singular will include the plural, unless the context clearly indicates otherwise. 


        11. CAPTIONS.    The captions of the sections, subsections and paragraphs of this Plan are for convenience of reference
only and shall not control or affect the meaning or construction of any of the provisions of this Plan. 



        12. GOVERNING LAW/STANDARD OF REVIEW.    This Plan shall be governed by the laws of the United States and, to the extent not
preempted thereby, the laws of the State of California; provided, however, that after a Change in Control, any court or tribunal that adjudicates any dispute, controversy or claim arising between or
among any Director and the Committee, Compensation Committee, Board, Company or any of their delegates, successors or assigns, relating to or concerning the provisions of this Plan, will apply a  de novo
standard of review to any determinations made after a Change in Control by such person. Such de
novo standard shall apply notwithstanding the grant of full discretion hereunder to any such person or the characterization of any decision by such person as final, binding or
conclusive on any party. 


        13. VALIDITY.    The illegality or invalidity of any provision of this Plan shall not affect its remaining parts, but this Plan
shall be construed and enforced without such illegal or invalid provisions. 


        IN
WITNESS WHEREOF, the Company has caused this First Community Bancorp Directors Deferred Compensation Plan to be amended and restated as of the 29th of August, 2003. 



	

 	
 	
FIRST COMMUNITY BANCORP
	

 	
 	

By:	
 	

/s/  MICHAEL L. THOMPSON      

	 	 	 	 	Name:	 	Michael L. Thompson
	 	 	 	 	Title:	 	Executive Vice President and

Director, Human Resources




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Exhibit 10.2