Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 26, 2012, First PacTrust Bancorp, Inc. (the "Company") and Pacific Trust Bank, a wholly owned subsidiary of the Company (the "Bank"), entered into a consulting agreement (the "Agreement") with Marangal I. Domingo, who recently resigned as Executive Vice President and Chief Financial Officer of the Company and the Bank, as reported in a Current Report on Form 8-K filed by the Company on November 9, 2012. Under the Agreement, Mr. Domingo will provide consulting services for up to 20 hours per month for a six-month term beginning on January 1, 2013 and ending on June 30, 2013 in order to assist the Company and the Bank in connection with the transition to his successors of the roles and responsibilities he previously held with the Company and the Bank. Mr. Domingo will be paid a fixed fee of $12,500 per month, up to a maximum of $75,000 during the term of the Agreement. The Agreement also contains an acknowledgement of the payment to Mr. Domingo of $40,625, which represents the pro-rated amount of base salary to which Mr. Domingo was entitled under his employment agreement as a result of the waiver by the Company and the Bank of the 45-day prior notice requirement for Mr. Domingo's voluntary termination of employment. In addition, the Agreement includes a general release of all claims against the Company and the Bank and their affiliates by Mr. Domingo and a mutual non-disparagement provision.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

See Exhibit Index.

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