Cautionary Statement

This Quarterly Report on Form 10-Q contains certain forward-looking statements about us, which statements are intended to be covered by the safe harbor for "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are forward-looking statements. Such statements involve inherent risks and uncertainties, many of which are difficult to predict and are generally beyond our control. We caution readers that a number of important factors could cause actual results to differ materially from those expressed in, implied or projected by, such forward-looking statements. Risks and uncertainties include, but are not limited to:

• revenues are lower than expected;

• credit quality deterioration which could cause an increase in the provision for credit losses;

• competitive pressure among depository institutions increases significantly;

• changes in consumer spending, borrowings and savings habits;

• our ability to successfully integrate acquired entities or to achieve expected synergies and operating efficiencies within expected time-frames or at all;

• the integration of acquired businesses costs more, takes longer or is less successful than expected;

• technological changes;

• the cost of additional capital is more than expected;

• a change in the interest rate environment reduces interest margins;

• asset/liability repricing risks and liquidity risks;

• general economic conditions, particularly those affecting real estate values, either nationally or in the market areas in which we do or anticipate doing business are less favorable than expected;

• a slowdown in construction activity;

• the economic and regulatory effects of the continuing war on terrorism and other events of war, including the war in Iraq and other conflicts;

• legislative or regulatory requirements or changes adversely affecting our business;

• the effects of and changes in monetary and fiscal policies and laws, including the interest rate policies of the Federal Reserve Board;

• the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board and other accounting standard setters;

• inflation, interest rate, securities market and monetary fluctuations;

• recent volatility in the credit or equity markets and its effect on the general economy;

• the costs and effects of legal and regulatory developments including the resolution of legal proceedings or regulatory or other governmental inquiries and the results of regulatory examinations or reviews;

• regulatory approvals for announced or future acquisitions cannot be obtained on the terms expected or on the anticipated schedule; and

• our success at managing the risks involved in the foregoing items.

If one or more of the factors affecting our forward-looking information and statements proves incorrect, then our actual results, performance or achievements could differ materially from those expressed in, or implied or projected by, the forward-looking information and statements contained in this document. Therefore, we caution you not to place undue reliance on our forward-looking information and statements. The forward-looking statements are made as of the date of this document and we do not intend, and assume no obligation, to update the forward-looking statements or to update the reasons why actual results could differ from those expressed in, or implied or projected by, the forward-looking statements. All forward-looking statements contained in this document, and all subsequent written and oral forward-looking statements attributable to us or any other person acting on our behalf, are expressly qualified by these cautionary statements. The following discussion and analysis should be read in conjunction with our quarterly unaudited interim consolidated financial statements, and notes thereto, contained in this report, which have been prepared in accordance with generally accepted accounting principles, and with our 2008 Form 10-K, which is incorporated herein by reference.

Overview

First California Financial Group, Inc., or First California, or the Company, is a bank holding company which serves the comprehensive banking needs of businesses and consumers in Los Angeles, Orange, Riverside, San Bernardino, San Diego and Ventura counties through our wholly-owned subsidiary, First California Bank, or the Bank. The Bank is a state chartered commercial bank which provides traditional business and consumer banking products ranging from construction finance, entertainment finance and commercial real estate lending via 18 full-service branch locations. The Company also has two unconsolidated statutory business trust subsidiaries, First California Capital Trust I and FCB Statutory Trust I, which were formed to raise capital through the issuance of trust preferred securities.

At March 31, 2009, we had consolidated total assets of $1.5 billion, loans of $886.4 million, deposits of $1.1 billion and shareholders' equity of $158.1 million. At December 31, 2008, we had consolidated total assets of $1.2 billion, loans of $780.4 million, deposits of $817.6 million and shareholders' equity of $158.9 million. For the first quarter of 2009, we had a net loss of $1.9 million, compared to net income of $2.2 million for the first quarter of 2008.

Our 2009 first quarter net loss on a diluted per common share basis was $0.18. Our 2008 first quarter net income on a diluted per common share basis was $0.19.

Critical accounting policies

The discussion and analysis of our consolidated results of operations and financial condition are based upon our unaudited consolidated interim financial statements and our audited consolidated financial statements which have been prepared in accordance with generally accepted accounting principles. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, income and expense, and the related disclosures of contingent assets and liabilities at the date of these consolidated financial statements. We believe these estimates and assumptions to be reasonably accurate; however, actual results may differ from these estimates under different assumptions or circumstances. The following are our critical accounting policies and estimates.

Allowance for loan losses

The allowance for loan losses is established through a provision charged to expense. Loans are charged against the allowance when we believe that the collectability of principal is unlikely. The allowance is an amount that we believe will be adequate to absorb probable losses on existing loans and leases that may become uncollectible, based on evaluations of the collectability of loans and prior loan loss experience. The evaluations take into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, and current economic conditions that may affect the borrower's ability to pay. Various regulatory agencies, as a regular part of their examination process, periodically review our allowance for loan losses. Such agencies may require us to recognize additions to the allowance based on their judgment of information available to them at the time of their examination. The allowance for loan losses was $11.3 million at March 31, 2009 and was $8.0 million at December 31, 2008.

Deferred income taxes

Deferred tax assets are recognized subject to our judgment that realization is more-likely-than-not. An estimate of income tax benefits that will not be realized in future years is required in determining the need for a valuation allowance for deferred tax assets. There were deferred tax assets of $3.6 million at March 31, 2009 and deferred tax assets of $2.6 million at December 31, 2008. There was no valuation allowance at either period end.

Derivative instruments and hedging

For derivative instruments designated in cash flow hedging relationships, we assess the effectiveness of the instruments in off-setting changes in the overall cash flows of designated hedged transactions on a quarterly basis. During the first quarter of 2008, the effectiveness assessments indicated that the instruments were partially effective. To the extent the transactions were not effective, the unrealized gains or losses on those instruments were reflected directly in current period earnings. During the first quarter of 2008, we also owned an interest rate floor, which was not designated in a hedging relationship. Accordingly, all changes in fair value of the floor were recognized directly in current period earnings. As of and subsequent to December 31, 2008, the Company no longer owns any derivative instruments.

Assessments of impairment

Goodwill is assessed for impairment on an annual basis or at interim periods if an event occurs or circumstances change which may indicate a change in the implied fair value of the goodwill. Impairment exists when the carrying amount of goodwill exceeds its implied fair value. It is our practice to perform the annual impairment assessment at the end of our fiscal year and to use independent data to assist us in determining the fair value of the Company and in determining appropriate market factors to be used in the fair value calculations. At December 31, 2008 the annual assessment resulted in the conclusion that goodwill was not impaired. At March 31, 2009, because of the net loss for the first quarter of 2009, an interim assessment was performed and resulted in the conclusion that goodwill was not impaired.

An impairment analysis is performed regularly on the securities available-for-sale portfolio in accordance with Statement of Financial Accounting Standard, or SFAS, No. 115, Accounting for Certain Investments in Debt and Equity Securities, FSP FAS 115-1 and FAS 124-1 The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments, EITF 99-20 Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets and FSP 157-3 Determining the Fair Value of a Financial Asset When the Market for that Asset is not Active. If it is probable that we will be unable to collect all amounts due according to the contractual terms of the debt security not impaired at acquisition, an other-than-temporary impairment is considered to have occurred. When an other-than-temporary impairment occurs, the cost basis of the security is written down to its fair value (as the new cost basis) and the write-down is accounted for as a realized loss. Other-than-temporary declines in fair value are assessed based on the duration the security has been in a continuous unrealized loss position, the severity of the decline in value, the rating of the security, the long-term financial outlook of the issuer, the expected future cash flows and our ability and intent on holding the securities until the fair values recover.

Based upon the results of our other-than-temporary impairment analysis as of March 31, 2009, we did not identify any securities to be other-than-temporarily impaired. Please see the "Securities" section of Management's Discussion and Analysis in this document for a detailed explanation of our impairment analysis process. We will continue to evaluate our securities portfolio for other-than-temporary impairment at each reporting date and we can provide no assurance there will not be an other-than-temporary impairment in future periods.

Recent Developments

FDIC-Assisted 1st Centennial Bank Transaction

On January 23, 2009, the Bank assumed the insured, non-brokered deposits of 1st Centennial Bank, totaling approximately $270 million, from the FDIC. Under the terms of the purchase and assumption agreement with the FDIC, the Bank also purchased from the FDIC approximately $164 million in cash and cash equivalents, $89 million in securities and $101 million in loans related to 1st Centennial Bank. The assumption of deposits and purchase of assets from the FDIC was an all-cash transaction with an aggregate transaction value of $113.7 million. The Bank recorded $10.6 million in goodwill in connection with this transaction. We have since fully integrated all six of the former 1st Centennial Bank branches into the Bank's full-service branch network.

Emergency Economic Stabilization Act of 2008 (Troubled Asset Relief Program - Capital Purchase Program)

In response to the financial crisis affecting the banking system and financial markets and going concern threats to investment banks and other financial institutions, on October 3, 2008, the Emergency Economic Stabilization Act of 2008 (the "EESA") was signed into law. Through its authority under the EESA, the Treasury announced in October 2008 the Troubled Asset Relief Program - Capital Purchase Program (the "CPP"), a program designed to bolster healthy institutions, like us, by making $250 billion of capital available to U.S. financial institutions in the form of preferred stock.

We participated in the CPP in December 2008 so that we could continue to lend and support our current and prospective clients, especially during this unstable economic environment. Since our participation in the CPP, we were able to increase the average balance of our commercial and consumer loans by 20 percent from December 31, 2008 to May 31, 2009. Under the terms of our participation, we received $25 million in exchange for the issuance of preferred stock and a warrant to purchase common stock, and became subject to various requirements, including certain restrictions on paying dividends on our common stock and repurchasing our equity securities, unless the Treasury has consented. Additionally, in order to participate in the CPP, we were required to adopt certain standards for executive compensation and corporate governance. These standards generally apply to the Chief Executive Officer, Chief Financial Officer and the three next most highly compensated senior executive officers, and include (1) ensuring that incentive compensation of senior executives does not encourage unnecessary and excessive risks that threaten the value of the financial institution; (2) required clawback of any bonus or incentive compensation paid to a senior executive based on statements of earnings, gains or other criteria that are later proven to be materially inaccurate;
(3) limiting

golden parachute payments to certain senior executives; and (4) agreement not to deduct for tax purposes executive compensation in excess of $500,000 for each senior executive. To date, we have complied with these requirements, but the Secretary of the Treasury is empowered under EESA to adopt other standards, with which we would be required to comply. Additionally, the bank regulatory agencies, Treasury and the Office of Special Inspector General, also created by the EESA, have issued guidance and requests to the financial institutions that participated in the CPP to document their plans and use of CPP funds and their plans for addressing the executive compensation requirements associated with the CPP. We will respond to such requests accordingly.

In February 2009, the American Recovery and Reinvestment Act of 2009 (the "ARRA") was enacted. Among other provisions, the ARRA amended the EESA and contains requirements imposed on financial institutions like us which have already participated in the CPP. These requirements expand the initial executive compensation restrictions under the CPP to include, among other things, application of the required clawback provision to our top 25 most highly compensated employees, prohibition of certain bonuses to our top five most highly compensated employees, expanded limitations on golden parachute payments to top ten most highly compensated employees, implementation of a company-wide policy regarding excessive and luxury expenditures, and requirement of a shareholder advisory vote on our executive compensation.1 Under the new ARRA requirements, we may early redeem the shares issued to the Treasury under the CPP without any early penalty or requirement to raise new capital, as previously required under the original terms of the CPP. However, until the shares are redeemed and for so long as we continue to participate in the CPP, we will remain subject to these expanded requirements, and any other requirements applicable to CPP participants that may be subsequently adopted.

On June 10, 2009, Treasury issued an interim final rule implementing and providing guidance on the executive compensation and corporate governance provisions of EESA, as amended by ARRA. The regulations were published in the Federal Register on June 15, 2009 and set forth the following requirements:

• Evaluation of employee compensation plans and potential to encourage excessive risk or manipulation of earnings;

• Compensation committee discussion, evaluation and review of senior executive officer ("SEO") compensation plans and other employee compensation plans to ensure that they do not encourage unnecessary and excessive risk;

• Compensation committee discussion, evaluation and review of employee compensation plans to ensure that they do not encourage manipulation of reported earnings;

• Compensation committee certification and disclosure requirements regarding evaluation of employee compensation plans;

• "Clawback" of bonuses based on materially inaccurate financial statements or performance metrics;

• Prohibition on golden parachute payments;

• Limitation on bonus payments, retention awards and incentive compensation;

• Disclosure regarding perquisites and compensation consultants; prohibition on gross-ups;

• Luxury or excessive expenditures policy;

• Shareholder advisory resolution on executive compensation;

• Annual compliance certification by principal executive officer ("PEO") and principal financial officer ("PFO"); and

• Establishment of the Office of the Special Master for TARP Executive Compensation with authority to review certain payments and compensation structures.

In general, neither the requirements of EESA, as amended by ARRA, nor Treasury's regulations promulgated thereunder apply retroactively prior to June 15, 2009, the date the regulations were published in the Federal Register. The regulations confirm that the bonus payment limitation does not apply to amounts accrued or paid prior to June 15, 2009, and the golden parachute prohibition applies only to payments due to departures on or after June 15, 2009. Many of the requirements apply only during the period during which an obligation arising from financial assistance under the TARP remains outstanding, disregarding unexercised warrants but, for companies that have already received financial assistance, no earlier than June 15, 2009. For companies that become TARP recipients following June 15, 2009, the requirements and restrictions generally become effective when the company receives TARP funds.

1 At our Annual Meeting of Stockholders held on May 27, 2009, all matters presented before the meeting were approved by the requisite vote, including a substantial majority of votes cast in favor of our executive compensation, as set forth in our 'Say on Pay' item.

The EESA also increased FDIC deposit insurance on most accounts from $100,000 to $250,000. This increase is currently in place until the end of 2013 and is not covered by deposit insurance premiums paid by the banking industry. The FDIC utilizes a risk-based assessment system that imposes insurance premiums based upon a risk matrix that takes into account a bank's capital level and supervisory rating. Effective February 2009, the FDIC adopted a rule to uniformly increase 2009 FDIC deposit assessment rates by 7 to 9 cents for every $100 of domestic deposits. For banks in Risk Category I, the deposit assessment is now 12 to 16 cents for total qualified deposits compared to 5 to 7 cents in the prior two years. The FDIC has also proposed a special assessment of 5 cents on each institution's assets minus Tier 1 capital as of June 30, 2009, to restore the deposit insurance fund reserves. Our special assessment is expected to be approximately $700,000. An additional 5 cent special assessment may be assessed by the FDIC before the end of 2009 if necessary to restore the deposit insurance fund. FDIC insurance premiums are expected to increase significantly in 2009 compared to prior years. Annual FDIC insurance expense was $682,000 in 2008 and $164,000 in 2007. With the proposed 5 basis point special assessment included, our 2009 FDIC insurance expense is estimated to be approximately $2.6 million.

In addition, the FDIC has implemented two temporary programs under the Temporary Liquidity Guaranty Program ("TLGP") to provide deposit insurance for the full amount of most non-interest bearing transaction accounts through the end of 2009 and to guarantee certain unsecured debt of financial institutions and their holding companies through June 2012. The Bank is participating in the deposit insurance program and has the ability to issue guaranteed debt under the program. Under the deposit insurance program, through December 31, 2009, all noninterest-bearing transaction accounts are fully guaranteed by the FDIC for the entire amount in the account. Coverage under this program is in addition to and separate from the coverage available under the FDIC's general deposit insurance rules. The FDIC charges "systemic risk special assessments" to depository institutions that participate in the TLGP.

Results of operations - for the three months ended March 31, 2009 and 2008

Our earnings are derived predominantly from net interest income, which is the difference between interest and fees earned on loans, securities and federal funds sold (these asset classes are commonly referred to as interest-earning assets) and the interest paid on deposits, borrowings and debentures (these liability classes are commonly referred to as interest-bearing funds). The net interest margin is net interest income divided by average interest-earning assets.

Our net interest income for the three months ended March 31, 2009 increased to $10.7 million from $10.3 million for the three months ended March 31, 2008. Our 2009 first quarter net interest margin (tax equivalent) was 3.60 percent, compared to 4.14 percent for the same quarter last year. The increase in our net interest income reflects the increase in our interest-earning assets from the FDIC-assisted 1st Centennial Bank transaction and from the growth in our lending activities. The decrease in our net interest margin reflects the decrease in rates earned on interest-earning assets, offset in part by the decrease in the rates paid for our interest-bearing funds.

The following table presents the distribution of our average assets, liabilities and shareholders' equity in combination with the total dollar amounts of interest income from average interest earning assets and the resultant yields, and the dollar amounts of interest expense and average interest bearing liabilities, expressed both in dollars and rates for the three months ended March 31, 2009 and 2008. Loans include loans held-for-sale and non-accrual loans where non-accrual interest is excluded.

                                                  Three months ended March 31,
                                         2009                                      2008
                                       Interest     Weighted                     Interest     Weighted
                           Average      Income/     Average          Average      Income/     Average
(dollars in thousands)     Balance      Expense    Yield/Rate        Balance      Expense    Yield/Rate
Loans                    $   874,413   $  12,427         5.76 %    $   774,678   $  13,823         7.14 %
Securities                   281,868       3,597         5.44 %        227,288       3,070         5.40 %
Federal funds sold            65,621          40         0.25 %          1,307          12         3.67 %
Deposits with banks            2,318          15         2.59 %             78          -            nm

Total earning assets       1,224,220   $  16,079         5.39 %      1,003,351   $  16,905         6.74 %

Non-earning assets           152,837                                   123,017

Total average assets     $ 1,377,057                               $ 1,126,368

                                                                      Three months ended March 31,
                                                             2009                                      2008
                                                           Interest     Weighted                     Interest     Weighted
                                               Average      Income/     Average          Average      Income/     Average
(dollars in thousands)                         Balance      Expense    Yield/Rate        Balance      Expense    Yield/Rate
Interest bearing checking                    $    73,765   $      46         0.25 %    $    57,772   $     140         0.97 %
Savings and money market                         221,867         517         0.95 %        220,897       1,338         2.42 %
Certificates of deposit                          471,225       2,804         2.41 %        278,283       2,771         3.98 %

Total interest bearing deposits                  766,857       3,367         1.78 %        556,952       4,249         3.05 %

Borrowings                                       164,903       1,555         3.82 %        196,809       1,954         3.97 %
Junior subordinated debentures                    26,707         487         7.30 %         26,653         439         6.59 %

Total borrowed funds                             191,610       2,042         4.32 %        223,462       2,393         4.28 %

Total interest bearing funds                     958,467   $   5,409         2.29 %        780,414   $   6,642         3.40 %

Noninterest checking                             239,138                                   190,129
Other liabilities                                 19,287                                    15,329
Shareholders' equity                             160,165                                   140,496

Total liabilities and shareholder's equity   $ 1,377,057                               $ 1,126,368

Net interest income                                        $  10,670                                 $  10,263
Net interest margin (tax equivalent) 1                                       3.60 %                                    4.14 %

1 Includes tax equivalent adjustments primarily related to tax-exempt income on securities.

Our net interest income changes with the level and mix of average interest-earning assets and average interest-bearing funds. We call the changes between periods in interest-earning assets and interest-bearing funds balance changes. We measure the effect on our net interest income from balance changes by multiplying the change in the average balance between the current period and the prior period by the prior period average rate.

Our net interest income also changes with the average rate earned or paid on . . .