Exhibit
10.1


FORM OF
FIRST REGIONAL BANCORP INDEMNITY AGREEMENT


This Indemnity
Agreement (“Agreement”) is made by and between                       
(“Director/Officer”) and First Regional Bancorp (“Corporation”) as of this                       .  [Note: A list of applicable First Regional
Bancorp directors and officers is set forth on the last page of this Exhibit
10.1.]


I                                            Definitions


1.                                       “Proceedings”.  For the purpose of this Agreement, the word “proceeding”
means any threatened, pending or completed action or proceeding, whether civil,
criminal, administrative or investigative.


2.                                       “Expenses”.  For the purpose of this Agreement, the term “expenses”
includes, without limitation, attorneys, fees and any expense of establishing a
right to indemnification under Sections III.3 or III.4(3) of this Agreement, or
otherwise under the terms of this Agreement.


II                                        Severability


The obligations of
the Corporation hereunder and any and all indemnity obligations arising
hereunder are separate and distinct from those arising under any provision of
the Corporations, Articles of Incorporation or the Corporations, Bylaws, or
otherwise arising under the statute as judicial interpretation.


III                                    Indemnity


For good and
valuable consideration, including but not limited to Director/Officer’s
agreeing to continue to serve as an officer and/or director of this
Corporation:


1.                                       This
Corporation hereby indemnifies Director/Officer in each and every instance
where he is or becomes a party, or is threatened to be made a party, to any
proceeding (other than an action by or in the right of this Corporation) by
reason of the fact that he is or was an officer, director or agent of this
Corporation, against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with such proceeding in all
cases where he acted in good faith and in a manner reasonably believed by him
to be in the best interests of this Corporation; provided that, in the case of
a criminal proceeding, this indemnity shall be effective only if the
Corporation has no reasonable cause to believe that his conduct was
unlawful.  The termination of any
proceeding by judgment, order, settlement, conviction or upon a pleading of nolo
contendere or its equivalent shall not, of itself, create a presumption
that he did not act in good faith and in a manner which he reasonably believed
to be in the best interests of this Corporation or that he had reasonable cause
to believe that his conduct was unlawful.



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2.                                       This
Corporation hereby indemnifies Director/Officer in each and every instance
where he is a party, or is threatened to be made a party, to any threatened,
pending or completed action by or in the right of this Corporation by reason of
the fact that he is or was an officer and/or director of this Corporation,
against expenses actually and reasonably incurred by him in connection with the
defense or settlement of such action if he acted in good faith, and in a manner
believed by him to be in the best interests of this Corporation and with such care,
including reasonable inquiry, as an ordinarily prudent person in a like
position would use under similar circumstances. 
No indemnification shall be made under this Section III.2:


(1)                                  In
respect to any claim, issue or matter as to which Director/Officer shall have
been adjudged to be liable to this Corporation in the performance of his duty
to this Corporation, unless and only to the extent that the court in which such
proceeding is or was pending, shall determine upon application that, in view of
all the circumstances of this case, he is fairly and reasonably entitled to
indemnity for the expense which such court shall determine;


(2)                                  Of
amounts paid in settling or otherwise disposing of a threatened or pending
action, with or without court approval; or


(3)                                  Of
expenses incurred in defending a threatened or pending action which is settled
or otherwise disposed of without court approval.


3.                                       To
the extent that Director/Officer has been successful on the merits in defense
of any proceedings referred to in Sections III.1 or III.2 or in defense of any
claim, issue or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith.


4.                                       Except
as provided in Section III.3, any indemnification under this Agreement shall be
made by this Corporation only upon a determination in the specific case that
indemnification of Director/Officer is proper in the circumstances because he
has met the applicable standard of conduct set forth in Section III.1 or III.2,
which determination shall be made by:


(1)                                  A
majority vote of a quorum consisting of directors who are not parties to such
proceeding; or


(2)                                  Approval
or ratification by the affirmative vote of a majority of the shares of this
Corporation entitled to vote represented at a duly held meeting at which a
quorum is present or by the written consent of holders of a majority of the
outstanding shares entitled to vote (for such purpose, the shares owned by the
person to be indemnified shall not be considered outstanding or entitled to
vote hereon); or


(3)                                  The
court of which such proceeding is or was pending, upon application made by this
Corporation, Director/Officer or the attorney or other person 



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rendering services in
connection with the defense, whether or not such application by Director/Officer,
attorney or other person is opposed by this Corporation.


5.                                       Expenses
incurred in defending any proceeding shall be advanced by this Corporation
prior to the final disposition of such proceeding upon receipt of an
undertaking by or on behalf of Director/Officer substantially in the form
attached hereto as Exhibit “A” and incorporated herein by this reference, to
repay such amount which repayment shall not be required if the indemnification
provisions of this Agreement take effect.


IV                                    General
Provisions


1.                                       Notices.  Any notice, request, demand or other
communication required or permitted hereunder shall be deemed to be properly
given when personally served in writing, when deposited in the United States
mail, postage prepaid, addressed to the Corporation at its head office location
or to Director/Officer at his last know address.  Either party may change its address by
written notice in accordance with this Section IV.1.


2.                                       Applicable
Law.  This Agreement is to be
governed by and construed in accordance with the laws of the State of
California.


3.                                       Invalid
Provisions.  Should any provision(s)
of this Agreement for any reason be declared invalid, void, or unenforceable by
a court of competent jurisdiction, the validity and binding effect of any
remaining portion shall not be affected, and the remaining portions of this
Agreement shall remain in full force and effect as if this Agreement had been
executed with said provision(s) eliminated.


4.                                       Entire
Agreement.  This Agreement, together with
Exhibit “A” attached hereto and incorporated herein, contains the entire
agreement of the parties.  It supersedes
any and all other agreements, either oral or in writing, between the parties
hereto with respect to the indemnification covered hereby.  Each party to this Agreement acknowledges
that no representations, inducements, promises or agreements, oral or
otherwise, have been made by any party, or anyone acting on behalf of any parties,
which are not embodied herein.  This
Agreement may not be modified or amended by oral agreement, but only by an
agreement in writing signed by the parties hereto.


5.                                       Benefit
of Agreement.  This Agreement shall
inure to the benefit of and be binding upon the parties hereto and their
respective executors, administrators, successors and assigns.


6.                                       Arbitration.  In the event that any dispute shall arise
between the parties concerning the provisions of this Agreement or the
performance of any part of the obligations hereunder, or in the event of an
alleged breach of this Agreement by either of the parties hereto, and the
parties are unable to mutually adjust and settle same, such dispute may, at the
option of 



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Director/Officer, be
submitted to binding arbitration pursuant to the applicable rules of the
American Arbitration Association, and the decision and determination of the
arbitrators shall be final and conclusive.


7.                                       Attorneys’
Fees.  In the event of the
arbitration provided for in Section IV.6 hereof or any litigation between the
parties hereto with respect to the subject matter of this Agreement, the
unsuccessful party in such arbitration and/or litigation agrees to pay the
prevailing party therein all reasonable attorneys’ fees, costs and expenses
incurred therein by the prevailing party, in addition to any and all other
remedies or relief to which the prevailing party may be entitled, all of which
shall be included in and made a part of any judgment rendered in such
arbitration and/or litigation.


IN WITNESS
WHEREOF, the parties hereto have executed this Agreement on the date and year
first above written.


	
   

  	
   

  	
  FIRST REGIONAL BANCORP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [Note: A list of
  applicable First Regional

  Bancorp directors and officers is set forth on

  the last page of this Exhibit 10.1.]

  



 



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EXHIBIT
“A”


UNDERTAKING


In consideration
of the payment of expenses incurred in providing my defense in that matter
captioned                                            
(the “Lawsuit”) by                                            in
accordance with the provisions of that certain Indemnification Agreement
between the Corporation and me dated               ,       
(“Agreement”), I hereby undertake and agree to repay any expenses so incurred
and paid by the Corporation on my behalf in the Lawsuit unless it shall be
determined under the terms of the Agreement that I am entitled to be
indemnified as authorized in the Agreement.


IN WITNESS
WHEREOF, I have hereunto subscribed by name this                 day
of                                           ,
            .


	
  

  	
   

  	
   

  
	
   

  	
  [Indemnitee]

  	
   

  



 



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The following is a list
of the names and titles of directors and officers of First Regional Bancorp who
are parties to an Indemnity Agreement:


	
  Name

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
  Jack A. Sweeney

  	
   

  	
  Chairman of the Board and Chief Executive Officer

  
	
   

  	
   

  	
   

  
	
  Lawrence J.
  Sherman

  	
   

  	
  Vice Chairman of the Board

  
	
   

  	
   

  	
   

  
	
  Fred Edwards

  	
   

  	
  A Director

  
	
   

  	
   

  	
   

  
	
  H. Anthony
  Gartshore

  	
   

  	
  President and a Director

  
	
   

  	
   

  	
   

  
	
  Gary Horgan

  	
   

  	
  a Director

  
	
   

  	
   

  	
   

  
	
  Thomas
  McCullough

  	
   

  	
  Corporate Secretary and a Director

  
	
   

  	
   

  	
   

  
	
  Richard E.
  Schreiber

  	
   

  	
  a Director

  
	
   

  	
   

  	
   

  
	
  Marilyn J.
  Sweeney

  	
   

  	
  former First Regional Bancorp Director

  
	
   

  	
   

  	
   

  
	
  Steven Sweeney

  	
   

  	
  General Counsel

  
	
   

  	
   

  	
   

  
	
  Elizabeth
  Thompson

  	
   

  	
  Chief Financial Officer

  



 



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