Amendment No. 1 to Agreement and Plan of Merger

Amendment No. 1 to Agreement and Plan of Merger

This AMENDMENT NO. 1, dated as of May 5, 2013 (this “Amendment”), to the Agreement and Plan of Merger, dated as of August 21, 2012 (the “Merger Agreement”), is made by and among First PacTrust Bancorp, Inc., a Maryland corporation (“Parent”), Beach Business Bank, a California corporation (“Beach”), and The Private Bank of California, a California corporation (“Company”). 

WITNESSETH:

            WHEREAS, Parent, Beach, and Company have entered into the Merger Agreement;

            WHEREAS, Beach has received regulatory approval for the transactions contemplated by the Merger Agreement from the Federal Deposit Insurance Corporation and the Department of Financial Institutions, as provided in the letters attached to this Amendment as Exhibits A and B, respectively; and

            WHEREAS, subject to the terms and conditions set forth in this Amendment, Parent, Beach and Company desire to amend the Merger Agreement by entering into this Amendment.

            NOW, THEREFORE, for and in consideration of the foregoing recitals and of the mutual covenants contained in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Parent, Beach and Company do hereby agree as follows:

1.         Modification; Full Force and Effect.  Except as expressly modified and superseded by this Amendment, the terms and provisions of the Merger Agreement are and shall continue to be in full force and effect.

2.         End Date.  The definition of “End Date” in Section 9.9 of the Merger Agreement shall be amended and restated in its entirety as follows: “‘End Date’ shall mean July 5, 2013.”

[signature page follows] 

                        IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first above written.

FIRST PACTRUST BANCORP, INC.

By:       /s/ Steven A. Sugarman_ _____
Name:  Steven A. Sugarman
Title:     Chief Executive Officer

BEACH BUSINESS BANK

By:       /s/ Robert M. Franko   _____________
Name:  Robert M. Franko
Title:     President and Chief Executive Officer

the PRIVATE BANK OF CALIFORNIA

By:       /s/ David R. Misch  _____________
Name:  David R. Misch
Title:     Chief Executive Officer

Exhibit A

Letter from the FDIC, dated March 27, 2013

Exhibit B

Letter from the DFI, dated March 21, 2013