Registration No. 333-

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      Keefe, Bruyette & Woods, Inc. will use its best efforts to assist First PacTrust Bancorp, Inc. in selling at least the minimum number of shares, but does not guarantee that this number will be sold.

      The offering to depositors of Pacific Trust Bank will end at 12:00 Noon, Chula Vista, California time, on _________, 2002. First PacTrust Bancorp, Inc. will hold all funds of subscribers in an interest-bearing savings account at Pacific Trust Bank until the conversion is completed or terminated. Funds will be returned promptly with interest if the conversion is terminated.

       These securities are not deposits or accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental agency.

       Neither the Securities and Exchange Commission, the Office of Thrift Supervision, nor any other federal agency or state securities regulator has approved or disapproved these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

      For information on how to subscribe, call the stock information center at (___) ___-____.

      This summary highlights selected information from this document and may not contain all the information that is important to you. To understand the stock offering fully, you should read this entire document carefully, including the financial statements and the notes to the financial statements.

The Companies:

      First PacTrust Bancorp, Inc. will be the holding company for Pacific Trust Bank when our conversion to stock form is complete. First PacTrust Bancorp, Inc. was formed in March 2002 and has not engaged in any business.

      Pacific Trust Bank is a federal mutual savings bank that converted from a federal credit union known as Pacific Trust Federal Credit Union on January 1, 2000. At December 31, 2001, we had total assets of $310.1 million, deposits of $252.0 million and total equity of $28.7 million. We are changing our structure by becoming a stock savings bank. Unless the context indicates otherwise, references to Pacific Trust Bank prior to January 1, 2000 shall include Pacific Trust Federal Credit Union.

      We are a community-oriented savings bank serving primarily San Diego and Riverside Counties in California through seven full service banking offices. We emphasize residential mortgage lending, primarily originating one-to four-family mortgage loans. We also originate multi-family and commercial real estate loans and a wide variety of consumer loans.

The Stock Offering

      We are converting to stock form and offering common stock to the public primarily to better allow us to grow through expanded operations, as well as through increased branching and acquisitions. The stock form will also give us more flexibility to increase our capital position and to offer stock-based employee compensation. See "Pacific Trust Bank's Conversion - Our Reasons for the Corporate Change."

      We are offering between 2,635,000 and 3,565,000 shares of First PacTrust Bancorp, Inc. common stock at $10.00 per share. In the event of changes in financial market conditions before we complete the conversion, the number of shares we offer may increase to 4,099,750 shares with the approval of the Office of Thrift Supervision and without any notice to you. If so, you will not have the chance to change or cancel your stock order.

      Keefe, Bruyette & Woods, Inc. will assist us in selling the stock. For further information about Keefe, Bruyette & Woods, Inc.'s role in the offering, see "Pacific Trust Bank's Conversion - Marketing Arrangements."

How We Determined the Offering Range and the $10.00 Price Per Share

      The independent appraisal by RP Financial, LC., dated as of __________, 2002, established the offering range. This appraisal was based on our financial condition and operations and the effect of the additional capital raised in the conversion. The $10.00 price per share was determined by our board of directors and is the price most commonly used in stock offerings involving conversions of mutual savings institutions. RP Financial will update the appraisal before the completion of the conversion.

Terms of the Offering

      We are offering the shares of common stock to those with subscription rights in the following order of priority:

      Shares of common stock not subscribed for in the subscription offering will be offered to the general public in a direct community offering with a preference to natural persons residing in San Diego and Riverside Counties, California and, if necessary, a public offering. See pages 37 to 38.

Termination of the Offering

      The subscription offering will end at 12:00 Noon, Chula Vista, California time on _________, 2002. If fewer than the minimum number of shares are subscribed for in the subscription offering and we do not get orders for at least the minimum number of shares by __________, 2002, we will either:

      We intend to use the proceeds at Pacific Trust Bank for future lending and investment, in addition to general corporate purposes.

We Currently Intend to Pay a Cash Dividend in the Future

      We currently plan to pay cash dividends in the future. However, the amount and timing of any dividends has not yet been determined. Based on our earnings history and the proceeds from the conversion, we believe we will have the financial ability to pay dividends, but future dividends are not guaranteed. We will not pay or take any steps to pay a tax-free dividend which qualifies as a return of capital for at least one year following the stock offering.

The Common Stock is Expected to be Listed for Trading on the Nasdaq National Market

      We expect our common stock to be listed for trading on the Nasdaq National Market under the symbol "FPTB." Our application to list our stock on the Nasdaq National Market is currently pending. However, due to the unpredictability of the stock market and other factors, persons purchasing shares may not be able to sell their shares when they want to, or at a price equal to or above $10.00.

Benefits to Management from the Offering

      We intend to establish the First PacTrust Bancorp, Inc. employee stock ownership plan which will purchase 8% of the shares sold in this offering. A loan from First PacTrust Bancorp, Inc. to the plan, funded by a portion of the proceeds from this offering, will be used to purchase these shares. The employee stock ownership plan will provide a retirement benefit to all employees eligible to participate in the plan.

      We also intend to adopt a stock option plan and a restricted stock plan for the benefit of directors, officers and employees, subject to shareholder approval. If we adopt the restricted stock plan, some of these individuals will be awarded stock at no cost to them. As a result, both the employee stock ownership plan and the restricted stock plan will increase the voting control of management without a cash outlay.

      The following table presents the total value of the shares of common stock, at the maximum of the offering range, which would be acquired by the employee stock ownership plan and the total value of all shares to be available for award and issuance under the restricted stock plan. The table assumes that the value of the shares is $10.00 per share. The table does not include a value for the options because the price paid for the option shares will be equal to the fair market value of the common stock on the day that the options are granted. As a result, financial gains can be realized under an option only if the market price of common stock increases.

      In addition, upon completion of the conversion, we intend to enter into termination agreements with Hans R. Ganz, President and Chief Executive Officer, James P. Sheehy, Senior Vice President, Secretary and Treasurer, and Melanie M. Stewart, Senior Vice President of Lending. The agreements are designed to assist us in maintaining a stable and competent management team after the conversion. The agreements will have a term of three years and provide for a severance payment in the event of a change in control of First PacTrust Bancorp, Inc. or Pacific Trust Bank.

      For a further discussion of benefits to management, see "Management."

How to Purchase Common Stock

       Note: Once we receive your order, you cannot cancel or change it without our consent. If First PacTrust Bancorp, Inc. intends to sell fewer than 2,635,000 shares or more than 4,099,750 shares, all subscribers will be notified and given the opportunity to change or cancel their orders. If you do not respond to this notice, we will return your funds promptly with interest.

      If you want to subscribe for shares you must complete an original stock order form and send it, together with full payment or withdrawal authorization, to Pacific Trust Bank in the postage-paid envelope provided. You must sign the certification that is part of the stock order form. We must receive your stock order form before the end of the offering period.

      You may pay for shares in any of the following ways:

• By cash, if delivered in person to a full-service banking office of Pacific Trust Bank.
  
  
• By check or money order made payable to First PacTrust Bancorp, Inc.
  
  
• By authorizing a withdrawal from an account at Pacific Trust Bank. To use funds in an Individual Retirement Account at Pacific Trust Bank, you must transfer your account with an unaffiliated institution or broker. Please contact the stock information center as soon as possible for assistance.

      We will pay interest on your subscription funds at the rate Pacific Trust Bank pays on passbook accounts from the date it receives your funds until the conversion is completed or terminated. All funds authorized for withdrawal from deposit accounts with Pacific Trust Bank will earn interest at the applicable account rate until the conversion is completed. There will be no early withdrawal penalty for withdrawals from certificates of deposit used to pay for stock.

Stock Information Center

      If you have any questions regarding the offering or our conversion to stock form, please call the stock information center at (___) ________.

      Pacific Trust Bank has a website (http://www.pacifictrustbank.com). Upon completion of the subscription offering on _________, 2002, the website will provide a current update on the status of the offering.

Subscription Rights

      Subscription rights are not allowed to be transferred and we will act to ensure that you do not do so. We will not accept any stock orders that we believe involve the transfer of subscription rights.

Important Risks in Owning First PacTrust Bancorp, Inc.'s Common Stock

      Before you decide to purchase stock, you should read the "Risk Factors" section on pages 8 to 10 of this document.

      You should consider these risk factors, in addition to the other information in this prospectus, before deciding whether to make an investment in this stock.

Rising interest rates may hurt our profits.

      To be profitable, we have to earn more money in interest we receive on loans and investments we make than we pay to our depositors and lenders in interest. If interest rates rise, our net interest income could be reduced if interest paid on interest-bearing liabilities, such as deposits and borrowings, increases more quickly than interest received on interest-earning assets, such as loans, mortgage-related and investment securities. In addition, rising interest rates may hurt our income because they may reduce the demand for loans and the value of our securities. For a further discussion of how changes in interest rates could impact us, see "Management's Discussion and Analysis of Financial Condition and Results of Operations - Asset and Liability Management and Market Risk."

Our loan portfolio possesses increased risk due to our substantial number of multi-family, commercial real estate and consumer loans.

      Our multi-family, commercial real estate and consumer loans accounted for approximately one-fourth of our total loan portfolio as of December 31, 2001. Generally, we consider these types of loans to involve a higher degree of risk compared to first mortgage loans on one- to four-family, owner-occupied residential properties. In addition, we plan to increase our emphasis on multi-family and commercial real estate lending, as well as one-to-four-family residential lending. Because of our planned increased emphasis on and increased investment in multi-family and commercial real estate lending, it may become necessary to increase the level of our provision for loan losses, which could hurt our profits. For further information concerning the risks associated with multi-family, commercial real estate and consumer loans, see "Business of Pacific Trust Bank - Lending Activities" and "- Asset Quality."

Our loan portfolio possesses increased risk due to its rapid expansion and unseasoned nature .

      Since January 1, 2000, when we converted from a credit union, our loan portfolio has grown by 76%. As a result of this rapid expansion, a significant portion of our portfolio is unseasoned, with the risk that these loans may not have had sufficient time to perform to properly indicate the potential magnitude of losses. During this time frame we have also experienced a declining rate environment. Our unseasoned adjustable rate loans have not, therefore, been subject to an interest rate environment which causes them to adjust to the maximum level and may involve risks resulting from potentially increasing payment obligations by the borrower as a result of repricing. Since some of these loans have terms which may result in negative amortization, where the loan payments do not fully cover interest expense and result in an increasing loan principal balance, the portfolio is also subject to increased risk of delinquency or default as the higher, fully indexed rate of interest subsequently comes into effect upon repricing.

After this offering, our return on equity will be low compared to other companies and our compensation expenses will increase. This could negatively impact the price of our stock.

      The proceeds we will receive from the sale of our common stock will significantly increase our capital and it will take us time to fully use this capital in our business operations. Our compensation expenses will also increase because of the costs associated with the employee stock ownership and stock-based incentive plans. Therefore, we expect our return on equity to be below our historical level and less than our regional and national peers. This low return on equity could hurt our stock price. We cannot guarantee when or if we will achieve returns on equity that are comparable to industry peers. For further information regarding pro forma income and expenses, see "Pro Forma Data."

We intend to grant stock options and restricted stock to the board and management following the conversion which could reduce your ownership interest.

      If approved by a vote of the shareholders, we intend to establish a stock option plan with a number of shares equal to 10% of the shares issued in the conversion and a restricted stock plan with a number of shares equal to 4% of the shares issued in the conversion, worth $1.4 million at the purchase price, assuming the maximum of the estimated offering range, for the benefit of directors, officers and employees of First PacTrust Bancorp, Inc. and Pacific Trust Bank. Stock options are paid for by the recipient in an amount equal to the fair market value of the stock on the date of the grant. This payment is not made until the option is actually exercised by the recipient. Restricted stock is a bonus paid in the form of stock rather than cash, and is not paid for by the recipient. Awards under these plans could reduce the ownership interest of all stockholders. For further discussion regarding these plans, see "Pro Forma Data" and "Management - Benefits - Other Stock Benefit Plans."

The amount of common stock we will control, our charter and bylaws, and state and federal statutory provisions could discourage hostile acquisitions of control .

      Our board of directors, and executive officers intend to purchase approximately 10.55% of our common stock at the maximum of the offering range. These purchases, together with the purchase of 8% of the shares by the employee stock ownership plan, as well as the potential acquisition of common stock through the proposed stock option plan and restricted stock plan will result in significant inside ownership of First PacTrust Bancorp, Inc. This inside ownership and provisions in our charter and bylaws may have the effect of discouraging attempts to acquire First PacTrust Bancorp, Inc., a proxy contest for control of First PacTrust Bancorp, Inc., the assumption of control of First PacTrust Bancorp, Inc. by a holder of a large block of common stock and the removal of First PacTrust Bancorp, Inc.'s management, all of which certain shareholders might think are in their best interests. These provisions include, among other things:

• the staggered terms of the members of the board of directors;

• an 80% shareholder vote requirement for the approval of any merger or consolidation of First PacTrust Bancorp, Inc. into any entity that directly or indirectly owns 5% or more of First PacTrust Bancorp, Inc. voting stock if the transaction is not approved in advance by at least a majority of the disinterested members of First PacTrust Bancorp, Inc.'s board of directors;
  
  
• supermajority shareholder vote requirements for the approval of certain amendments to First PacTrust Bancorp, Inc.'s charter and bylaws;
  
  
• a prohibition on any holder of common stock voting more than 10% of the outstanding common stock;
  
  
• elimination of cumulative voting by shareholders in the election of directors;
  
  
• restrictions on the acquisition of our equity securities; and
  
  
• the authorization of 5,000,000 shares of preferred stock that could be issued without shareholder approval on terms or in circumstances that could deter a future takeover attempt.

      In addition, the Maryland business corporation law, the state where First PacTrust Bancorp, Inc. is incorporated, provides for certain restrictions on acquisition of First PacTrust Bancorp, Inc., and federal law contains restrictions on acquisitions of control of savings and loan holding companies such as First PacTrust Bancorp, Inc.

Holders of First PacTrust Bancorp, Inc. common stock may not be able to sell their shares when desired if a liquid trading market does not develop or for $10.00 or more per share even if a liquid trading market develops.

      We have never issued common stock to the public. Consequently, there is no established market for the common stock. We expect our common stock to be listed for trading on the Nasdaq National Market under the symbol "FPTB." We cannot predict whether a liquid trading market in shares of First PacTrust Bancorp, Inc.'s common stock will develop or how liquid that market might become. Persons purchasing shares may not be able to sell their shares when they desire if a liquid trading market does not develop and may not be able to sell them at a price equal to or above $10.00 per share even if a liquid trading market develops.

If economic conditions deteriorate, our results of operations and financial condition could be adversely impacted as borrowers' ability to repay loans declines and the value of the collateral securing our loans decreases.

      Our financial results may be adversely affected by changes in prevailing economic conditions, including decreases in real estate values, changes in interest rates which may cause a decrease in interest rate spreads, adverse employment conditions, the monetary and fiscal policies of the federal government and other significant external events. Because we have a significant amount of real estate loans, decreases in real estate values could adversely affect the value of property used as collateral. Adverse changes in the economy may also have a negative effect on the ability of our borrowers to make timely repayments of their loans, which would have an adverse impact on our earnings. In addition, substantially all of our loans are to individuals and businesses in Southern California.

      The summary information presented below under "Selected Financial Condition Data" and "Selected Operations Data" for, and as of the end of, each of the years ended December 31 is derived from our audited financial statements. The following information is only a summary and you should read it in conjunction with our financial statements and notes beginning on page F-2.

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      First PacTrust Bancorp, Inc. was incorporated under Maryland law to hold all of the stock of Pacific Trust Bank. Maryland was chosen as the state of incorporation because it provides protections similar to Delaware with respect to takeover, indemnification and limitations on liability, with reduced franchise taxes. First PacTrust Bancorp, Inc. has received Office of Thrift Supervision approval to become a savings and loan holding company and is subject to regulation by that agency. After we complete the conversion, First PacTrust Bancorp, Inc. will be a unitary thrift holding company, which means that it will own one thrift institution. As a thrift holding company, First PacTrust Bancorp, Inc., activities will be limited to banking, securities, insurance and financial services-related activities. See "How We Are Regulated - First PacTrust Bancorp, Inc." First PacTrust Bancorp, Inc. will have no significant assets other than all of the outstanding shares of common stock of Pacific Trust Bank, the net proceeds it keeps and its loan to the First PacTrust Bancorp, Inc. employee stock ownership plan. First PacTrust Bancorp, Inc. will have no significant liabilities. See "How We Intend to Use the Proceeds." Initially, the management of First PacTrust Bancorp, Inc. and Pacific Trust Bank will be substantially the same. First PacTrust Bancorp, Inc. intends to utilize the support staff and offices of Pacific Trust Bank from time to time and will pay Pacific Trust Bank for these services. If First PacTrust Bancorp, Inc. expands or changes its business in the future, we may hire our own employees.

      We believe the proposed holding company structure will give us more flexibility to change our business activities by forming new companies which we own, or by buying other companies, including other financial institutions and financial services companies. We do not have any current plans to do these things. First PacTrust Bancorp, Inc. intends to pay for its business activities with the proceeds it keeps from the conversion and the money we earn from investing the proceeds, as well as from dividends from Pacific Trust Bank. See "Our Policy Regarding Dividends."

      The principal executive offices of First PacTrust Bancorp, Inc. will be located at 610 Bay Boulevard, Chula Vista, California, and its telephone number will be (619) 691-1519.

      Pacific Trust Bank is a federally chartered and insured mutual savings bank with seven full service offices. Pacific Trust Bank converted from a federal credit union to a federally chartered savings bank on January 1, 2000. At December 31, 2001, Pacific Trust Bank had total assets of $310.1 million, total deposits of $252.0 million and equity of $28.7 million. For more information regarding the business and operations of Pacific Trust Bank, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business of Pacific Trust Bank."

      Pacific Trust Bank is examined and regulated by the Office of Thrift Supervision, its primary federal regulator. Pacific Trust Bank is also regulated by the FDIC. Pacific Trust Bank is required to have certain reserves set by the Federal Reserve Board and is a member of the Federal Home Loan Bank of San Francisco, which is one of the 12 regional banks in the Federal Home Loan Bank System.

      The executive offices of Pacific Trust Bank are located at 610 Bay Boulevard, Chula Vista, California, and its telephone number is (619) 691-1519.

      Although the actual net proceeds from the sale of the shares of common stock cannot be determined until the conversion is completed, we presently anticipate that the net proceeds from the sale of the shares of common stock will be between $25.3 million and $34.4 million and up to $39.7 million assuming an increase in the estimated value of the common stock sold in the conversion by 15%. See "Pro Forma Data" and "Pacific Trust Bank's Conversion - How We Determined Our Price and the Number of Shares to be Issued in the Stock Offering" as to the assumptions used to arrive at such amounts.

      We intend to use the net proceeds received from the stock offering, assuming completion of the offering at the maximum of the estimated offering range, as follows:

      First PacTrust Bancorp, Inc. will retain 50% of the net conversion proceeds from which the loan to be made to the employee stock ownership plan will be made, and will purchase all of the capital stock of Pacific Trust Bank to be issued in the conversion in exchange for the remaining conversion proceeds. First PacTrust Bancorp, Inc. intends to use a portion of the net proceeds to make a loan directly to the employee stock ownership plan to enable the employee stock ownership plan to purchase up to 8.0% of the shares of common stock issued in the conversion. Based upon the issuance of 2,635,000 shares of common stock and 3,565,000 shares of common stock at the minimum and maximum of the estimated offering range, respectively, the loan to the employee stock ownership plan would be $2.1 million and $2.9 million, respectively. See "Management - Benefits - Employee Stock Ownership Plan." The remaining net proceeds retained by First PacTrust Bancorp, Inc. initially may be used to invest in U.S. Government and federal agency securities of various maturities, mortgage-backed or other securities, deposits in either Pacific Trust Bank or other financial institutions, or a combination thereof. The net proceeds may ultimately be used to:

• support Pacific Trust Bank's lending activities;

• repay borrowings in the ordinary course of business; or
  
  
• support the future expansion of operations through the establishment of additional banking offices or other customer facilities or through acquisitions of other financial institutions or branch offices, although no such acquisition transactions are specifically being considered at this time.

The net proceeds from the conversion may also be used for other business and investment purposes, including the payment of regular or special cash dividends, possible repurchases of the common stock or returns of capital. First PacTrust Bancorp, Inc. and Pacific Trust Bank have committed however, not to take any action to further the payment of any return of capital on the common stock during the one-year period subsequent to completion of the conversion. Management of First PacTrust Bancorp, Inc. may consider expanding or diversifying its activities, as such opportunities become available.

      Following the completion of the conversion, to the extent permitted by the Office of Thrift Supervision and based upon then existing facts and circumstances, First PacTrust Bancorp, Inc.'s board of directors may determine to repurchase shares of common stock, subject to any applicable statutory and regulatory requirements. Such facts and circumstances may include but not be limited to:

• market and economic factors such as the price at which the stock is trading in the market, the volume of trading, the attractiveness of other investment alternatives in terms of the rate of return and risk involved in the investment, the ability to increase the book value and/or earnings per share of the remaining outstanding shares, and an improvement in First PacTrust Bancorp, Inc.'s return on equity;
  
  
• the avoidance of dilution to stockholders by not having to issue additional shares to cover the exercise of stock options or to fund employee stock benefit plans; and
  
  
• any other circumstances in which repurchases would be in the best interests of First PacTrust Bancorp, Inc. and its stockholders.

Any stock repurchases will be subject to the determination of First PacTrust Bancorp, Inc.'s board of directors that Pacific Trust Bank will be capitalized in excess of all applicable regulatory requirements after any such repurchases.

      The portion of the net proceeds used by First PacTrust Bancorp, Inc. to purchase the capital stock of Pacific Trust Bank will be added to Pacific Trust Bank's general funds to be used for general corporate purposes, including increased lending activities. While the amount of net proceeds received by Pacific Trust Bank will further strengthen Pacific Trust Bank's capital position, which already substantially exceeds all regulatory requirements, Pacific Trust Bank is not converting to stock form primarily to raise capital. After the conversion, based upon the maximum of the estimated offering range, Pacific Trust Bank's tangible capital ratio will be approximately 14.0%. As a result, Pacific Trust Bank will continue to be a well-capitalized institution.

      The net proceeds may vary because total expenses of the conversion may be more or less than those estimated. The net proceeds will also vary if the number of shares to be issued in the conversion is adjusted to reflect a change in the estimated pro forma market value of Pacific Trust Bank. Payments for shares made through withdrawals from existing deposit accounts at Pacific Trust Bank will not result in the receipt of new funds for investment by Pacific Trust Bank but will result in a reduction of Pacific Trust Bank's interest expense and liabilities as funds are transferred from interest-bearing certificates or other deposit accounts.

      First PacTrust Bancorp, Inc. and Pacific Trust Bank have never issued capital stock, and, consequently, there is no established market for the common stock at this time. First PacTrust Bancorp, Inc. has applied to have its common stock quoted on the Nasdaq National Market under the symbol "FPTB." The development of a liquid public market depends on the existence of willing buyers and sellers, the presence of which is not within the control of First PacTrust Bancorp, Inc., Pacific Trust Bank or any market maker. Accordingly, the number of active buyers and sellers of the common stock at any particular time may be limited. First PacTrust Bancorp, Inc. intends to meet the requirements for listing on the Nasdaq National Market. There can be no assurance, however, that purchasers will be able to sell their shares at or above the purchase price.

      The board of directors of First PacTrust Bancorp, Inc. currently intends to pay cash dividends on the common stock in the future. However, the amount and timing of any dividends has not yet been determined. The payment of dividends will depend upon a number of factors, including capital requirements, First PacTrust Bancorp, Inc.'s and Pacific Trust Bank's financial condition and results of operations, tax considerations, statutory and regulatory limitations and general economic conditions. No assurances can be given that any dividends will be paid or that, if paid, will not be reduced or eliminated in future periods. Special cash dividends, stock dividends or returns of capital may, to the extent permitted by Office of Thrift Supervision policy and regulations, be paid in addition to, or in lieu of, regular cash dividends. First PacTrust Bancorp, Inc. intends to file consolidated tax returns with Pacific Trust Bank. Accordingly, it is anticipated that any cash distributions made by First PacTrust Bancorp, Inc. to its stockholders would be treated as cash dividends and not as a non-taxable return of capital for federal and state tax purposes.

      Dividends from First PacTrust Bancorp, Inc. will depend, in large part, upon receipt of dividends from Pacific Trust Bank, because First PacTrust Bancorp, Inc. initially will have no source of income other than dividends from Pacific Trust Bank, earnings from the investment of proceeds from the sale of shares of common stock retained by First PacTrust Bancorp, Inc., and interest payments with respect to First PacTrust Bancorp, Inc.'s loan to the employee stock ownership plan. A regulation of the Office of Thrift Supervision imposes limitations on "capital distributions" by savings institutions. See "How We Are Regulated - Limitations on Dividends and Other Capital Distributions."

      The actual net proceeds from the sale of the common stock cannot be determined until the conversion is completed. However, net proceeds are currently estimated to be between $25.3 million and $34.4 million, or $39.7 million in the event the estimated offering range is increased by 15%, based upon the following assumptions:

• all shares of common stock will be sold through non-transferable rights to subscribe for the common stock, in order of priority, to Eligible Account Holders, the employee stock ownership plan, Supplemental Eligible Account Holders, Other Members and Directors, Officers and Employees;
  
  
• Keefe, Bruyette & Woods, Inc. will receive a marketing fee equal to 1.50% of the gross proceeds from the conversion, excluding shares of common stock sold to directors, officers, employees and the employee stock ownership plan;
  
  
• total expenses, excluding the marketing fees paid to Keefe, Bruyette & Woods, Inc., are estimated to be approximately $775,000. Actual expenses may vary from those estimated.

      Pro forma consolidated net income and stockholders' equity of First PacTrust Bancorp, Inc. have been calculated for the year ended December 31, 2001, as if the common stock to be issued in the conversion had been sold at the beginning of the period and the net proceeds had been invested at 2.17%, which represents the yield on one-year U.S. Government securities at December 31, 2001. In light of changes in interest rates in recent periods, this yield is deemed by First PacTrust Bancorp, Inc. and Pacific Trust Bank to more accurately reflect available reinvestment rates than the arithmetic average method. The effect of withdrawals from deposit accounts for the purchase of common stock has not been reflected. A tax rate of 41.15% has been assumed for periods resulting in an after-tax yield of 1.28% for the year ended December 31, 2001. Historical and pro forma per share amounts have been calculated by dividing historical and pro forma amounts by the indicated number of shares of common stock, as adjusted to give effect to the shares purchased by the employee stock ownership plan. See Note 3 to the tables below. No effect has been given in the pro forma stockholders' equity calculations for the assumed earnings on the net proceeds. As discussed under "How We Intend to Use the Proceeds," First PacTrust Bancorp, Inc. intends to make a loan to fund the purchase of 8.0% of the common stock by the employee stock ownership plan and intends to retain up to 50% of the net proceeds from the conversion.

      No effect has been given in the tables to the issuance of additional shares of common stock pursuant to the proposed stock option plan. See "Management - Benefits -- Other Stock Benefit Plans." The table below gives effect to the restricted stock plan, which is expected to be adopted by First PacTrust Bancorp, Inc. following the conversion and presented along with the stock option plan to stockholders for approval at an annual or special meeting of stockholders to be held at least six months following the completion of the conversion. If the restricted stock plan is approved by stockholders, the restricted stock plan intends to acquire an amount of common stock equal to 4.0% of the shares of common stock issued in the conversion, either through open market purchases or from authorized but unissued shares of common stock, if permissible. The table below assumes that stockholder approval has been obtained, as to which there can be no assurance, and that the shares acquired by the restricted stock plan are purchased in the open market at $10.00 per share. No effect has been given to First PacTrust Bancorp, Inc.'s results of operations after the conversion, the market price of the common stock after the conversion or a less than 4.0% purchase by the restricted stock plan.

      The pro forma stockholders' equity is not intended to represent the fair market value of the common stock and may be different than amounts that would be available for distribution to stockholders in the event of liquidation.

      The following pro forma information may not be representative of the financial effects of the foregoing transactions at the dates on which such transactions actually occur and should not be taken as indicative of future results of operations. Pro forma stockholders' equity represents the difference between the stated amount of assets and liabilities of First PacTrust Bancorp, Inc. computed in accordance with accounting principles generally accepted in the United States of America ("GAAP").

(Footnotes on next page)

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⁽¹⁾ As adjusted to give effect to an increase in the number of shares which could occur due to an increase in the estimated offering range of up to 15% to reflect changes in market and financial conditions following the commencement of the conversion.

⁽²⁾ Estimated proceeds available for investment consists of the estimated net proceeds from the conversion minus (i) the proceeds attributable to the purchase by the employee stock ownership plan and (ii) the value of the shares to be purchased by the restricted stock plan, subject to stockholder approval, after the conversion at an assumed purchase price of $10.00 per share

⁽³⁾ It is assumed that 8.0% of the shares of common stock issued in the conversion will be purchased by the employee stock ownership plan with funds loaned by First PacTrust Bancorp, Inc. First PacTrust Bancorp, Inc. and Pacific Trust Bank intend to make annual contributions to the employee stock ownership plan in an amount at least equal to the principal and interest requirement of the debt. The pro forma net earnings assumes (i) that the loan to the employee stock ownership plan is payable over 10 years, with the employee stock ownership plan shares having an average fair value of $10.00 per share in accordance with SOP 93-6 of the AICPA , entitled "Employers' Accounting for Employee Stock Ownership Plans," and (ii) the effective tax rate was 42% for the period. See "Management - Benefits -- Employee Stock Ownership Plan."

⁽⁴⁾ It is assumed that the restricted stock plan will purchase, following stockholder approval of such plan, a number of shares of common stock equal to 4.0% of the shares of common stock issued in the conversion for issuance to directors, officers and employees. Funds used by the restricted stock plan to purchase the shares initially will be contributed to the restricted stock plan by First PacTrust Bancorp, Inc. It is further assumed that the shares were acquired by the restricted stock plan at the beginning of the period presented in open market purchases at the $10.00 purchase price and that 20% of the amount contributed, net of taxes, was an amortized expense during the year ended December 31, 2001. The issuance of authorized but unissued shares of common stock pursuant to the restricted stock plan in the amount of 4.0% of the common stock sold in the offering would dilute the voting interests of existing stockholders by approximately 3.8% and under such circumstances pro forma net earnings per share for the year ended December 31, 2001 would be $.84, $.72, $.63 and $.55, at the minimum, midpoint, maximum and 15% above the maximum of the estimated offering range, respectively, and pro forma stockholders' equity per share at December 31, 2001 would be $18.93, $17.40, $16.27 and $15.28 at the minimum, midpoint, maximum and 15% above the maximum of such range, respectively. There can be no assurance that the actual purchase price of shares purchased by or issued to the restricted stock plan will be $10.00 per share. See "Management - Benefits -- Other Stock Benefit Plans."

⁽⁵⁾ The per share calculations are determined by adding the number of shares sold in the conversion and for purposes of calculating net income per share, in accordance with SOP 93-6, subtracting 189,720 shares, 223,200 shares, 256,680 shares, and 295,182shares, at the minimum, midpoint, maximum and 15% above the maximum of the offering range, respectively, representing the employee stock ownership plan shares which have not been committed for release during the year ended December 31, 2001. See note 3 above. For purposes of calculating pro forma stockholders' equity per share, it is assumed that shares outstanding total 2,635,000 shares at the minimum of the estimated pro forma market value of Pacific Trust Bank on a fully converted basis, or the estimated valuation range, 3,100,000 shares at the midpoint of the range, 3,565,000 shares at the maximum of the range and 4,099,750 shares at 15% above the maximum of the range, respectively.

⁽⁶⁾ No effect has been given to the issuance of additional shares of common stock pursuant to the stock option plan, which will be adopted by First PacTrust Bancorp, Inc. following the conversion and presented for approval by stockholders at an annual or special meeting of stockholders of First PacTrust Bancorp, Inc. held at least six months following the completion of the conversion. If the stock option plan is approved by stockholders, an amount equal to 10% of the common stock issued in the conversion, or 263,500 shares at the minimum of the estimated offering range, 310,000 shares at the midpoint of the range, 356,500 shares at the maximum of the range and 409,975 shares at 15% above the maximum of the range, respectively, will be reserved for future issuance upon the exercise of options to be granted under the stock option plan. The issuance of common stock pursuant to the exercise of options under the stock option plan will result in the dilution of existing stockholders' voting interests by approximately 9.1%. Assuming stockholder approval of the stock option plan, that all these options were exercised at the beginning of the period at an exercise price of $10.00 per share and that the shares to fund the restricted stock plan are acquired through open market purchases at the purchase price, pro forma net earnings per share for the year ended December 31, 2001 would be $0.80, $.68, $.60, and $.52 at the minimum, midpoint, maximum and 15% above the maximum of the estimated offering range, respectively, and pro forma stockholders' equity per share at December 31, 2001 would be $18.44, $17.00, $15.92 and $14.99 at the minimum, midpoint, maximum and 15% above the maximum of the range, respectively. See "Management - Benefits -- Other Stock Benefit Plan."

⁽⁷⁾ The equity capital of Pacific Trust Bank will be substantially restricted because of the liquidation account set up in connection with this offering and certain distributions from Pacific Trust Bank's equity capital may be treated as being from its accumulated bad debt reserve for tax purposes, which would cause Pacific Trust Bank to have additional taxable income. See "Taxation - Federal Taxation." Pro forma stockholders' equity and pro forma stockholders' equity per share do not give effect to the bad debt reserves established by Pacific Trust Bank for federal income tax purposes in the event of a liquidation of Pacific Trust Bank.

      The following table presents the historical capitalization of Pacific Trust Bank at December 31, 2001, and the pro forma consolidated capitalization of First PacTrust Bancorp, Inc. after giving effect to the conversion, based upon the sale of the number of shares shown below and the other assumptions set forth under "Pro Forma Data."

⁽¹⁾ As adjusted to give effect to an increase in the number of shares which could occur due to an increase in the estimated offering range of up to 15% to reflect changes in market and financial conditions following the commencement of the conversion.

⁽²⁾ Does not reflect withdrawals from deposit accounts for the purchase of common stock in the conversion. Any withdrawals would reduce pro forma deposits by the amount of the withdrawals.

⁽³⁾ Reflects the issuance of the shares of common stock to be sold in the conversion. No effect has been given to the issuance of additional shares of common stock pursuant to the proposed stock option plan. See "Pro Forma Data" and "Management - Benefits - Other Stock Benefit Plans."

⁽⁴⁾ Assumes that 8.0% of the common stock issued in the conversion will be purchased by the employee stock ownership plan, which is reflected as a reduction from stockholders' equity. The employee stock ownership plan shares will be purchased with funds loaned to the employee stock ownership plan by First PacTrust Bancorp, Inc. See "Pro Forma Data" and "Management - Benefits -- Employee Stock Ownership Plan."

⁽⁵⁾ First PacTrust Bancorp, Inc. intends to adopt the restricted stock plan and to submit such plan to stockholders at an annual or special meeting of stockholders held at least six months following the completion of the conversion. If the plan is approved by stockholders, First PacTrust Bancorp, Inc. intends to contribute sufficient funds to the restricted stock plan to enable the plan to purchase a number of shares of common stock equal to 4.0% of the common stock issued in the conversion. Assumes that stockholder approval has been obtained and that the shares have been purchased in the open market at the purchase price. However, in the event First PacTrust Bancorp, Inc. issues authorized but unissued shares of common stock to the restricted stock plan in the amount of 4.0% of the common stock issued in the conversion, the voting interests of existing stockholders would be diluted approximately 3.8%. The shares are reflected as a reduction of stockholders' equity. See "Pro Forma Data" and "Management - Benefits -- Other Stock Benefit Plans."

      At December 31, 2001, Pacific Trust Bank exceeded all of the regulatory capital requirements applicable to it. The table on the following page sets forth the historical regulatory capital of Pacific Trust Bank at December 31, 2001 and the pro forma regulatory capital of Pacific Trust Bank after giving effect to the conversion, based upon the sale of the number of shares shown in the table. The pro forma regulatory capital amounts reflect the receipt by Pacific Trust Bank of 50% of the net stock proceeds, after expenses. The pro forma risk-based capital amounts assume the investment of the net proceeds received by Pacific Trust Bank in assets which have a risk-weight of 20% under applicable regulations, as if such net proceeds had been received and so applied at December 31, 2001.

⁽¹⁾ Adjusted total or adjusted risk-weighted assets, as appropriate.

       The board of directors of Pacific Trust Bank and the Office of Thrift Supervision have approved the plan of conversion. Office of Thrift Supervision approval is subject to approval of the plan of conversion by our members and to the satisfaction of certain other conditions imposed by the Office of Thrift Supervision. Office of Thrift Supervision approval does not constitute a recommendation or endorsement of the plan of conversion.

General

      On March 1, 2002, we adopted a plan of conversion, pursuant to which we will convert from a federally chartered mutual savings institution to a federally chartered stock savings institution and at the same time become a wholly owned subsidiary of First PacTrust Bancorp, Inc. The conversion will include adoption of the proposed federal stock charter and bylaws, which will authorize us to issue capital stock. Under the plan, Pacific Trust Bank common stock is being sold to First PacTrust Bancorp, Inc. and First PacTrust Bancorp, Inc. common stock is being offered to our eligible depositors, the employee stock ownership plan, directors, officers and employees, other members, and then to the public. The conversion will be accounted for at historical cost in accordance with Statement of Financial Accounting Standards No. 141, Business Combinations . The Office of Thrift Supervision has approved First PacTrust Bancorp, Inc.'s application to become a savings and loan holding company and to acquire all of Pacific Trust Bank's common stock to be issued in the conversion.

      The shares of First PacTrust Bancorp, Inc. common stock are first being offered in a subscription offering to holders of subscription rights. To the extent shares of common stock remain available after the subscription offering, shares may be offered in a direct community offering on a best efforts basis through Keefe, Bruyette & Woods, Inc. in such a manner as to promote a wide distribution of the shares. The direct community offering, if any, may commence with, at any time during, or as soon as practicable after the commencement of the subscription offering. Shares not subscribed for in the subscription offering and direct community offering may be offered for sale on a best efforts basis in a public offering conducted by Keefe, Bruyette & Woods, Inc. We have the right, in our sole discretion, to accept or reject, in whole or in part, any orders to purchase shares of common stock received in the direct community offering and the public offering. See "- Direct Community Offering" and "- Public Offering."

      Subscriptions for shares will be subject to the maximum and minimum purchase limitations set forth in the plan of conversion. See "- Limitations on Stock Purchases."

      The completion of the offering is subject to market conditions and other factors beyond our control. No assurance can be given as to the length of time following approval of the plan at the meeting of our members that will be required to complete the sale of shares being offered in the conversion. If delays are experienced, significant changes may occur in the estimated offering range with corresponding changes in the offering price and the net proceeds to be realized by us from the sale of the shares. In the event the conversion is terminated, we will charge all conversion expenses against current income and any funds collected by us in the offering will be promptly returned, with interest, to each subscriber.

Our Reasons for the Corporate Change

      As a mutual institution, Pacific Trust Bank has no authority to issue shares of capital stock and consequently has no access to market sources of equity capital. Only by generating and retaining earnings from year to year is Pacific Trust Bank able to increase its capital position. This conversion is another step in our strategic plan to increase our capital and expand our operations. The first step was completed on January 1, 2000, when Pacific Trust Federal Credit Union converted to Pacific Trust Bank.

      As a stock corporation upon completion of the conversion, Pacific Trust Bank will be organized in the form used by commercial banks, most major corporations and a majority of savings institutions. The ability to raise new equity capital through the issuance and sale of Pacific Trust Bank's or Pacific Trust's capital stock will allow Pacific Trust Bank the flexibility to increase its capital position more rapidly than by accumulating earnings and at times deemed advantageous by the board of directors of Pacific Trust Bank. It will also support future growth and expanded operations, including increased lending and investment activities, as business and regulatory needs require. The ability to attract new capital also will help Pacific Trust Bank better address the needs of the communities it serves and enhance its ability to make acquisitions or expand into new businesses. The acquisition alternatives available to Pacific Trust Bank are quite limited as a mutual institution, because of a requirement in Office of Thrift Supervision regulations that the surviving institution in a merger involving a mutual institution generally must be in mutual form. After the conversion, Pacific Trust Bank will have increased ability to merge with other institutions and First PacTrust Bancorp, Inc. may acquire control of other stock savings associations and retain the acquired institution as a separate subsidiary of First PacTrust Bancorp, Inc. Finally, the ability to issue capital stock will enable Pacific Trust Bank to establish stock compensation plans for directors, officers and employees, giving them equity interests in First PacTrust Bancorp, Inc. and greater incentive to improve its performance. For a description of the stock compensation plans which will be adopted by us in connection with the conversion, see "Management."

      After considering the advantages and disadvantages of the conversion, as well as applicable fiduciary duties and alternative transactions, the board of directors of Pacific Trust Bank approved the conversion as being in the best interests of Pacific Trust Bank and equitable to its account holders.

Effects of the Conversion

       General. The conversion will have no effect on Pacific Trust Bank's present business of accepting deposits and investing its funds in loans and other investments permitted by law. The conversion will not result in any change in the existing services provided to depositors and borrowers, or in existing offices, management and staff. Pacific Trust Bank will continue to be subject to regulation, supervision and examination by the Office of Thrift Supervision and the FDIC.

       Deposits and Loans. Each holder of a deposit account in Pacific Trust Bank at the time of the conversion will continue as an account holder in Pacific Trust Bank after the conversion, and the conversion will not affect the deposit balance, interest rate or other terms of such accounts. Each account will be insured by the FDIC to the same extent as before the conversion. Depositors in Pacific Trust Bank will continue to hold their existing certificates, passbooks and other evidence of their accounts. The conversion will not affect the loan terms of any borrower from Pacific Trust Bank. The amount, interest rate, maturity, security for and obligations under each loan will remain as they existed prior to the conversion. See "-- Voting Rights" and "-- Depositors' Rights if We Liquidate" below for a discussion of the effects of the conversion on the voting and liquidation rights of the depositors of Pacific Trust Bank.

       Continuity. During the conversion process, the normal business of Pacific Trust Bank of accepting deposits and making loans will continue without interruption. Following completion of the conversion, Pacific Trust Bank will continue to be subject to regulation by the Office of Thrift Supervision, and FDIC insurance of accounts will continue without interruption. After the conversion, Pacific Trust Bank will continue to provide services for depositors and borrowers under current policies and by its present management and staff.

      The board of directors presently serving Pacific Trust Bank will serve as the board of directors of Pacific Trust Bank after the conversion. The initial members of the board of directors of First PacTrust Bancorp, Inc. will consist of the individuals currently serving on the board of directors of Pacific Trust Bank. After the conversion, the voting stockholders of First PacTrust Bancorp, Inc. will elect approximately one-third of First PacTrust Bancorp, Inc.'s directors annually. All current officers of Pacific Trust Bank will retain their positions with Pacific Trust Bank after the conversion.

       Voting Rights. After completion of the conversion, depositor members will have no voting rights in Pacific Trust Bank or First PacTrust Bancorp, Inc. and, therefore, will not be able to elect directors of Pacific Trust Bank or First PacTrust Bancorp, Inc. or to control their affairs. Currently these rights are held by depositors of Pacific Trust Bank. After the conversion, voting rights in First PacTrust Bancorp, Inc. will be vested exclusively in the stockholders of First PacTrust Bancorp, Inc., which will own all of the stock of Pacific Trust Bank. Each holder of common stock will be entitled to vote on any matter to be considered by the stockholders of First PacTrust Bancorp, Inc., subject to the provisions of First PacTrust Bancorp, Inc.'s charter.

       Depositor's Rights if We Liquidate. We have no plans to liquidate, either before or after the completion of the conversion. However, if there should ever be a complete liquidation of Pacific Trust Bank, either before or after conversion, deposit account holders would receive the protection of insurance by the FDIC up to applicable limits. In addition, liquidation rights before and after the conversion would be as follows:

Liquidation Rights in Present Mutual Institution. In addition to the protection of FDIC insurance up to applicable limits, in the event of the complete liquidation of Pacific Trust Bank, each holder of a deposit account would receive his or her pro rata share of any assets of Pacific Trust Bank remaining after payment of claims of all creditors (including the claims of all depositors in the amount of the withdrawal value of their accounts). Each holder's pro rata share of the remaining assets, if any, would be in the same proportion of the assets as the balance in his or her deposit account was to the aggregate balance in all our deposit accounts at the time of liquidation.

Liquidation Rights in Proposed Converted Institution. After conversion, each deposit account holder, in the event of the complete liquidation of Pacific Trust Bank, would have a claim of the same general priority as the claims of all our other general creditors in addition to the protection of FDIC insurance up to applicable limits. Therefore, except as described below, the deposit account holder's claim would be solely in the amount of the balance in his or her deposit account plus accrued interest. A deposit account holder would have no interest in the assets of Pacific Trust Bank above that amount, if any.

The plan of conversion provides for the establishment, upon the completion of the conversion, of a special "liquidation account" for the benefit of eligible account holders ( i.e. , eligible depositors at December 31, 1999) and supplemental account holders ( i.e., eligible depositors at March 31, 2002). Each eligible account holder and supplemental eligible account holder, if he or she continues to maintain his or her deposit account with Pacific Trust Bank, would be entitled upon the complete liquidation of Pacific Trust Bank after conversion, to an interest in the liquidation account prior to any payment to stockholders. Each eligible account holder would have an initial interest in the liquidation account for each deposit account held with Pacific Trust Bank on the qualifying date, December 31, 1999. Each supplemental eligible account holder would have a similar interest as of that qualifying date, March 31, 2002. The interest as to each deposit account would be in the same proportion of the total liquidation account as the balance of the deposit account on the qualifying dates was to the aggregate balance in all the deposit accounts of eligible account holders and supplemental eligible account holders on the qualifying dates. However, if the amount in the deposit account on any annual closing date (December 31) is less than the amount in the account on the respective qualifying dates, then the interest in this special liquidation account would be reduced at that time by an amount proportionate to any reduction, and the interest would cease to exist if the deposit account was closed. The interest in the special liquidation account will never be increased despite any increase in the related deposit account after the respective qualifying dates.

Any assets remaining after the above liquidation rights of eligible account holders and supplemental eligible account holders were satisfied would be distributed to First PacTrust Bancorp, Inc. as the sole stockholder of Pacific Trust Bank.

       Tax Effects of the Conversion. Pacific Trust Bank has received an opinion from its special counsel, Silver, Freedman & Taff, L.L.P., Washington, D.C., as to the material federal income tax consequences of the conversion to Pacific Trust Bank and First PacTrust Bancorp, Inc., and as to the generally applicable material federal income tax consequences of the conversion on Pacific Trust Bank's account holders and to persons who purchase common stock in the offering.

      The opinion provides that, among other things:

• Pacific Trust Bank's adoption of a charter in stock form will qualify as a tax-free reorganization under Internal Revenue Code of 1986, as amended, Section 368(a)(1)(F);
  
  
• no gain or loss will be recognized by Pacific Trust Bank solely as a result of the conversion to stock form;
  
  
• no gain or loss will be recognized by Pacific Trust Bank's account holders upon the issuance to them of accounts in Pacific Trust Bank, in stock form, immediately after the conversion, in the same dollar amounts and on the same terms and conditions as their accounts at Pacific Trust Bank immediately prior to the conversion;
  
  
• the tax basis of each account holder's interest in the liquidation account received in the conversion will be equal to the value, if any, of that interest on the date and at the time of the conversion;
  
  
• the tax basis of the common stock purchased in the conversion will be equal to the amount paid therefor; increased, in the case of common stock acquired pursuant to the exercise of subscription rights, by the fair market value, if any, of such subscription rights;
  
  
• the holding period of the common stock purchased pursuant to the exercise of subscription rights will commence upon the exercise of such holder's subscription rights and, in all other cases, the holding period of purchased common stock will commence on the date following the date of such purchase; and
  
  
• gain, if any, will be recognized by account holders upon the receipt of subscription rights and/or interests in the liquidation account in the conversion, but in an amount not in excess of the fair market value of the subscription rights and/or interests in the liquidation account received by the account holders.
  
  
• First PacTrust Bancorp, Inc. and Pacific Trust Bank have received a letter from RP Financial, which provides that the subscription rights do not have any value at the time of distribution or exercise. Moreover, the Silver, Freedman & Taff, L.L.P. opinion concludes that it is more likely than not that: (a) no taxable income will be recognized by eligible subscribers upon the distribution to them of subscription rights or upon the exercise or lapse of the subscription rights to acquire common stock in the conversion; and (b) no taxable income will be realized by First PacTrust Bancorp, Inc. or Pacific Trust Bank on the issuance or distribution of subscription rights to depositors of Pacific Trust Bank to purchase common stock in the conversion. Silver, Freedman & Taff, L.L.P. has also concluded that the liquidation account will have nominal, if any, fair market value.
  
  
  
  
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• If the subscription rights granted to eligible subscribers are deemed to have value, income may be recognized by various recipients of these rights (in certain cases, whether or not the rights are exercised), as capital gain and/or ordinary income, and First PacTrust Bancorp, Inc. and Pacific Trust Bank could recognize gain on the distribution of these rights. Eligible subscribers are encouraged to consult with their own tax advisor regarding any tax consequences if subscription rights are deemed to have value.

      The opinion of Silver, Freedman & Taff, L.L.P. is based in part upon, and subject to the continuing validity in all material respects through the date of the conversion of various representations of Pacific Trust Bank and upon certain assumptions and qualifications, including that the conversion is completed in the manner and according to the terms provided in the plan of conversion. This opinion is also based upon the Internal Revenue Code, regulations now in effect or proposed, current administrative rulings and practice and judicial authority, all of which are subject to change and any change may be made with retroactive effect. Unlike private letter rulings received from the IRS, an opinion is not binding upon the IRS and there can be no assurance that the IRS will not take a position contrary to the positions reflected in this opinion, or that this opinion will be upheld by the courts if challenged by the IRS.

      Pacific Trust Bank has also obtained an opinion from Crowe Chizek & Company LLP that the income tax effects of the conversion under California tax laws will be substantially the same as described above with respect to federal income tax laws.

      First PacTrust Bancorp, Inc. and Pacific Trust Bank have received a letter from RP Financial, stating its belief that the subscription rights do not have any value, based on the fact that these rights are acquired by the recipients without cost, are nontransferable and of short duration, and give the recipients the right only to purchase the common stock at a price equal to its estimated fair market value, which will be the same price as the purchase price for the unsubscribed shares of common stock. If the subscription rights granted to eligible subscribers are deemed to have an ascertainable value, receipt of these rights would be taxable probably only to those eligible subscribers who exercise the subscription rights, either as a capital gain or ordinary income, in an amount equal to such value, and First PacTrust Bancorp, Inc. and Pacific Trust Bank could recognize gain on any distribution. Eligible subscribers are encouraged to consult with their own tax advisor as to the tax consequences in the event that subscription rights are deemed to have an ascertainable value. Unlike private rulings, the letter of RP Financial is not binding on the IRS, and the IRS could disagree with conclusions reached in the letter. In the event of any disagreement, there can be no assurance that the IRS would not prevail in a judicial or administrative proceeding.

How We Determined Our Price and the Number of Shares to be Issued in the Stock Offering

      The plan of conversion requires that the purchase price of the common stock must be based on the appraised pro forma market value of First PacTrust Bancorp, Inc. and Pacific Trust Bank, as determined on the basis of an independent valuation. Pacific Trust Bank has retained RP Financial to make this valuation. For its services in making this appraisal, RP Financial's fees and out-of-pocket expenses are estimated to be $37,500. Pacific Trust Bank has agreed to indemnify RP Financial and any employees of RP Financial who act for or on behalf of RP Financial in connection with the appraisal against any and all loss, cost, damage, claim, liability or expense of any kind, including claims under federal and state securities laws, arising out of any misstatement or untrue statement of a material fact or an omission to state a material fact in the information supplied by Pacific Trust Bank to RP Financial, unless RP Financial is determined to be negligent or otherwise at fault.

      An appraisal has been made by RP Financial in reliance upon the information contained in this prospectus, including the financial statements. RP Financial also considered the following factors, among others:

• the present and projected operating results and financial condition of First PacTrust Bancorp, Inc. and Pacific Trust Bank and the economic and demographic conditions in Pacific Trust Bank's existing marketing areas;
  
  
  
  
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• certain historical, financial and other information relating to Pacific Trust Bank;
  
  
• a comparative evaluation of the operating and financial statistics of Pacific Trust Bank with those of other similarly situated publicly traded thrift holding companies; the aggregate size of the offering of the common stock;
  
  
• the impact of the conversion on Pacific Trust Bank's net worth and earnings potential;
  
  
• the proposed dividend policy of First PacTrust Bancorp, Inc. and Pacific Trust Bank; and
  
  
• the trading market for securities of comparable institutions and general conditions in the market for such securities.

In its review of the appraisal provided by RP Financial, the board of directors reviewed the methodologies and the appropriateness of the assumptions used by RP Financial in addition to the factors listed above, and the board of directors believes that these assumptions were reasonable.

      On the basis of the foregoing, RP Financial has advised First PacTrust Bancorp, Inc. and Pacific Trust Bank that in its opinion, dated March 15, 2002, the estimated pro forma market value of the common stock, ranged from a minimum of $26.4 million to a maximum of $35.7 million with a midpoint of $31.0 million. The board of directors of Pacific Trust Bank determined that the common stock should be sold at $10.00 per share. Based on the estimated offering range and the purchase price, the number of shares of common stock that First PacTrust Bancorp, Inc. will issue will range from between 2,635,000 shares and 3,565,000 shares, with a midpoint of 3,100,000 shares. The estimated offering range may be amended with the approval of the Office of Thrift Supervision, if required, or if necessitated by subsequent developments in the financial condition of First PacTrust Bancorp, Inc. and Pacific Trust Bank or market conditions generally. In the event the estimated offering range is updated to amend the value of the common stock below $26.4 million or above $41.0 million, which is the maximum of the estimated offering range, as adjusted by 15%, a new appraisal will be filed with the SEC.

      Based upon current market and financial conditions and recent practices and policies of the Office of Thrift Supervision, in the event First PacTrust Bancorp, Inc. receives orders for common stock in excess of $35.7 million (the maximum of the estimated offering range) and up to $41.0 million (the maximum of the estimated offering range, as adjusted by 15%), First PacTrust Bancorp, Inc. may be required by the Office of Thrift Supervision to accept all such orders. No assurances, however, can be made that First PacTrust Bancorp, Inc. will receive orders for common stock in excess of the maximum of the estimated offering range or that, if such orders are received, that all such orders will be accepted because First PacTrust Bancorp, Inc.'s final valuation and number of shares to be issued are subject to the receipt of an updated appraisal from RP Financial which reflects such an increase in the valuation and the approval of such increase by the Office of Thrift Supervision. In addition, an increase in the number of shares above 3,565,000 shares, will first be used, if necessary, to fill the order of the employee stock ownership plan. There is no obligation or understanding on the part of management to take and/or pay for any shares in order to complete the conversion.

      RP Financial's valuation is not intended, and must not be construed, as a recommendation of any kind as to the advisability of purchasing these shares. RP Financial did not independently verify the consolidated financial statements and other information provided by Pacific Trust Bank, nor did RP Financial value independently the assets or liabilities of Pacific Trust Bank. The valuation considers Pacific Trust Bank as a going concern and should not be considered as an indication of the liquidation value of Pacific Trust Bank. Moreover, because this valuation is necessarily based upon estimates and projections of a number of matters, all of which are subject to change from time to time, no assurance can be given that persons purchasing common stock in the offerings will thereafter be able to sell such shares at prices at or above the purchase price or in the range of the valuation described above.

      Prior to completion of the conversion, the maximum of the estimated offering range may be increased up to 15% and the number of shares of common stock may be increased to 4,099,750 shares to reflect changes in market and financial conditions or to fill the order of the employee stock ownership plan, without the resolicitation of subscribers. See "- Limitations on Stock Purchases" as to the method of distribution and allocation of additional shares that may be issued in the event of an increase in the estimated offering range to fill unfilled orders in the subscription offering.

      No sale of shares of common stock in the conversion may be completed unless prior to such completion RP Financial confirms that nothing of a material nature has occurred which, taking into account all relevant factors, would cause it to conclude that the aggregate value of the common stock to be issued is materially incompatible with the estimate of the aggregate consolidated pro forma market value of First PacTrust Bancorp, Inc. and Pacific Trust Bank. If this confirmation is not received, First PacTrust Bancorp, Inc. may cancel the conversion, extend the offering period and establish a new estimated offering range and/or estimated price range, extend, reopen or hold a new offering or take any other action the Office of Thrift Supervision may permit.

      Depending upon market or financial conditions following the start of the subscription offering, the total number of shares of common stock may be increased or decreased without a resolicitation of subscribers, provided that the product of the total number of shares times the purchase price is not below the minimum or more than 15% above the maximum of the estimated offering range. In the event market or financial conditions change so as to cause the aggregate purchase price of the shares to be below the minimum of the estimated offering range or more than 15% above the maximum of such range, purchasers will be resolicited and be permitted to continue their orders, in which case they will need to reconfirm their subscriptions prior to the expiration of the resolicitation offering or their subscription funds will be promptly refunded with interest at Pacific Trust Bank's passbook rate of interest, or be permitted to modify or rescind their subscriptions. Any change in the estimated offering range must be approved by the Office of Thrift Supervision.

      An increase in the number of shares of common stock as a result of an increase in the estimated pro forma market value would decrease both a subscriber's ownership interest and First PacTrust Bancorp, Inc.'s pro forma net income and stockholders' equity on a per share basis while increasing pro forma net income and stockholders' equity on an aggregate basis. A decrease in the number of shares of common stock would increase both a subscriber's ownership interest and First PacTrust Bancorp, Inc.'s pro forma net income and stockholders' equity on a per share basis while decreasing pro forma net income and stockholders' equity on an aggregate basis. See "Risk Factors - We intend to grant stock options and restricted stock to the board and management following the conversion which could reduce your ownership interest" and "Pro Forma Data."

      Copies of the appraisal report of RP Financial, including any amendments, and the detailed report of the appraiser setting forth the method and assumptions for the appraisal are available for inspection at the main office of Pacific Trust Bank and the other locations specified under "Additional Information."

Subscription Offering and Subscription Rights

      Under the plan of conversion, rights to subscribe for the purchase of common stock have been granted to the following persons in the following order of descending priority:

• depositors of Pacific Trust Bank with account balances of at least $50.00 as of the close of business on December 31, 1999 ("Eligible Account Holders"),
  
  
• tax-qualified employee plans, ("Tax-Qualified Employee Plans"),
  
  
• depositors of Pacific Trust Bank, other than directors and officers of Pacific Trust Bank, with account balances of at least $50.00 as of the close of business on March 31, 2002 ("Supplemental Eligible Account Holders"),
  
  
• Depositors of Pacific Trust Bank as of the close of business on ____________, other than Eligible Account Holders or Supplemental Eligible Account Holders ("Other Members") and
  
  
• Directors, Officers and Employees of Pacific Trust Bank.

All subscriptions received will be subject to the availability of common stock after satisfaction of all subscriptions of all persons having prior rights in the subscription offering and to the maximum and minimum purchase limitations set forth in the plan of conversion and as described below under "- Limitations on Stock Purchases."

       Preference Category No.1: Eligible Account Holders. Each Eligible Account Holder shall receive, without payment, first priority, nontransferable subscription rights to subscribe for shares of common stock in an amount equal to the greater of:

See "- Limitations on Stock Purchases."

      If there are not sufficient shares available to satisfy all subscriptions, shares first will be allocated among subscribing Eligible Account Holders so as to permit each such Eligible Account Holder, to the extent possible, to purchase a number of shares sufficient to make his total allocation equal to the lesser of the number of shares subscribed for or 100 shares. Thereafter, any shares remaining will be allocated among the subscribing Eligible Account Holders whose subscriptions remain unfilled pro rata in the proportion that the amounts of their respective qualifying deposits bear to the total amount of qualifying deposits of all subscribing Eligible Account Holders whose subscriptions remain unfilled. For example, if an Eligible Account Holder with an unfilled subscription has qualifying deposits totaling $100, and the total amount of qualifying deposits for Eligible Account Holders with unfilled subscriptions was $1,000, then the number of shares that may be allocated to fill this Eligible Account Holder's subscription would be 10% of the shares remaining available, up to the amount subscribed for. Subscription Rights of Eligible Account Holders will be subordinated to the priority rights of Tax-Qualified Employee Plans to purchase shares in excess of the maximum of the estimated offering range.

      To ensure proper allocation of stock, each Eligible Account Holder must list on his subscription order form all accounts in which he has an ownership interest. Failure to list an account could result in fewer shares being allocated than if all accounts had been disclosed. The subscription rights of Eligible Account Holders who are also directors or officers of Pacific Trust Bank or their associates will be subordinated to the subscription rights of other Eligible Account Holders to the extent attributable to increased deposits in the year preceding December 31, 1999.

       Preference Category No. 2: Tax-Qualified Employee Plans. Each Tax-Qualified Employee Plan, including the employee stock ownership plan shall be entitled to receive, without payment therefor, second priority, nontransferable subscription rights to purchase up to 10% of the common stock, provided that individually or in the aggregate such plans (other than that portion of such plans which is self-directed) shall not purchase more than 10% of the shares of common stock, including any increase in the number of shares of common stock after the date hereof as a result of an increase of up to 15% in the maximum of the estimated offering range. The employee stock ownership plan intends to purchase 8.0% of the shares of common stock issued in the conversion, or 210,800 shares and 285,200 shares based on the minimum and maximum of the estimated offering range, respectively. Subscriptions by any of the Tax-Qualified Employee Plans will not be aggregated with shares of common stock purchased directly by or which are otherwise attributable to any other participants in the subscription and direct community offerings, including subscriptions of any of Pacific Trust Bank's directors,

       Preference Category No. 3: Supplemental Eligible Account Holders. To the extent that there are sufficient shares remaining after satisfaction of subscriptions by Eligible Account Holders and the Tax-Qualified Employee Plans, each Supplemental Eligible Account Holder shall be entitled to receive, without payment therefor, third priority, nontransferable subscription rights to subscribe for shares of common stock in an amount equal to the greater of:

See "- Limitations on Stock Purchases."

      If there are not sufficient shares available to satisfy all subscriptions of all Supplemental Eligible Account Holders, available shares first will be allocated among subscribing Supplemental Eligible Account Holders so as to permit each such Supplemental Eligible Account Holder, to the extent possible, to purchase a number of shares sufficient to make his total allocation (including the number of shares, if any, allocated in accordance with Category No.1) equal to the lesser of the number of shares subscribed for or 100 shares. Thereafter, any shares remaining available will be allocated among the Supplemental Eligible Account Holders whose subscriptions remain unfilled pro rata in the proportion that the amounts of their respective qualifying deposits bear to the total amount of qualifying deposits of all subscribing Supplemental Eligible Account Holders whose subscriptions remain unfilled.

       Preference Category No. 4 : Other Members. To the extent that there are sufficient shares remaining after satisfaction of subscriptions by Eligible Account Holders, the Tax-Qualified Employee Plans and Supplemental Eligible Account Holders, each Other Member shall receive, without payment therefor, fourth priority, nontransferable subscription rights to subscribe for shares of First PacTrust Bancorp, Inc. common stock, up to the greater of $500,000 or 50,000 shares of common stock or one-tenth of one percent of the total offering of shares of common stock in the offerings, subject to the overall purchase limitations. See "- Limitations on Stock Purchases."

      In the event the Other Members subscribe for a number of shares which, when added to the shares subscribed for by Eligible Account Holders, the Tax-Qualified Employee Plans and Supplemental Eligible Account Holders, is in excess of the total number of shares of common stock offered in the conversion, available shares will be allocated among the subscribing Other Members pro rata in the same proportion that his number of votes on the close of business on _________, 2002, the date for determining voting members entitled to vote at the special meeting, which we call the Voting Record Date, bears to the total number of votes on the Voting Record Date of all subscribing Other Members on such date. Such number of votes shall be determined based on Pacific Trust Bank's mutual charter and bylaws in effect on the date of approval by members of the plan of conversion.

       Preference Category No. 5: Directors, officers and employees. To the extent that there are sufficient shares remaining after satisfaction of all subscriptions by Eligible Account Holders, the Tax-Qualified Employee Plans, Supplemental Eligible Account Holders and Other Members, then directors, officers and employees of Pacific Trust Bank as of the date of the commencement of the subscription offering shall be entitled to receive, without payment, fifth priority, nontransferable subscription rights to purchase in this category an aggregate of up to 19% of the common stock being offered. The maximum amount of shares which may be purchased under this category by any person is $500,000 of common stock. The ability of directors, officers and employees to purchase common stock under this category is in addition to rights which are otherwise available to them under the plan of conversion as they may fall within higher priority categories, and the plan of conversion generally allows such persons to purchase in the aggregate up to 29% of common stock sold in the offerings. See "- Limitations on Stock Purchases."

      In the event of an oversubscription in this category, the shares available shall be allocated pro rata among all of the subscribing directors, officers and employees in this category.

       Expiration Date for the Subscription Offering . The subscription offering will expire at 12:00 Noon, Chula Vista, California time, on ________, 2002 (the "Subscription Expiration Date"), unless extended for up to 45 days or for such additional periods by First PacTrust Bancorp, Inc. and Pacific Trust Bank as may be approved by the Office of Thrift Supervision. The subscription offering may not be extended beyond ________, 2004. Subscription rights which have not been exercised prior to the Subscription Expiration Date (unless extended) will become void.

      First PacTrust Bancorp, Inc. and Pacific Trust Bank will not execute orders until at least the minimum number of shares of common stock, 2,635,000 shares, have been subscribed for or otherwise sold. If all shares have not been subscribed for or sold within 45 days after the Subscription Expiration Date, unless this period is extended with the consent of the Office of Thrift Supervision, all funds delivered to Pacific Trust Bank pursuant to the subscription offering will be returned promptly to the subscribers with interest and all withdrawal authorizations will be canceled. If an extension beyond the 45-day period following the Subscription Expiration Date is granted, First PacTrust Bancorp, Inc. and Pacific Trust Bank will notify subscribers of the extension of time and of any rights of subscribers to modify or rescind their subscriptions.

Direct Community Offering

      To the extent that shares remain available for purchase after satisfaction of all subscriptions of Eligible Account Holders, the Tax-Qualified Employee Plans, Supplemental Eligible Account Holders, Other Members and directors, officers and employees of Pacific Trust Bank, we anticipate we will offer shares pursuant to the plan of conversion to members of the general public who receive a prospectus, with a preference given to natural persons residing in San Diego and Riverside Counties. California. These natural persons are referred to as preferred subscribers. Persons, together with an associate or group of persons acting in concert with such persons, may not subscribe for or purchase more than $500,000 of common stock in the direct community offering, if any. First PacTrust Bancorp, Inc. and Pacific Trust Bank may limit total subscriptions in the direct community offering so as to assure that the number of shares available for the public offering may be up to a specified percentage of the number of shares of common stock. Finally, First PacTrust Bancorp, Inc. and Pacific Trust Bank may reserve shares offered in the direct community offering for sales to institutional investors. The opportunity to subscribe for shares of common stock in any direct community offering will be subject to the right of First PacTrust Bancorp, Inc. and Pacific Trust Bank, in their sole discretion, to accept or reject any such orders in whole or in part from any person either at the time of receipt of an order or as soon as practicable following the Subscription Expiration Date. The direct community offering, if any, shall commence concurrently with, during or promptly after the subscription offering and shall not be for more than 45 days after the end of the subscription offering.

      In the event of an oversubscription for shares in the direct community offering, shares may be allocated, to the extent shares remain available, first to each preferred subscriber whose order is accepted by First PacTrust Bancorp, Inc. Thereafter, shares may be allocated to cover the orders of any other person subscribing for shares in the direct community offering so that each such person subscribing for shares may receive 1,000 shares, if available, and thereafter on a pro rata basis to such person based on the amount of their respective subscriptions.

Public Offering

      As a final step in the conversion, the plan of conversion provides that, if feasible, all shares of common stock not purchased in the subscription offering and direct community offerings may be offered for sale to selected members of the general public in a public offering through the underwriter. We call this the public offering. It is expected that the public offering will commence as soon as practicable after termination of the subscription offering and the direct community offering, if any. First PacTrust Bancorp, Inc. and Pacific Trust Bank, in their sole discretion, have the right to reject orders in whole or in part received in the public offering. Neither Keefe, Bruyette & Woods, Inc. nor any registered broker-dealer shall have any obligation to take or purchase any shares of common stock in the public offering; however, Keefe, Bruyette & Woods, Inc. has agreed to use its best efforts in the sale of shares in the public offering.

      The price at which common stock is sold in the public offering will be the same price at which shares are offered and sold in the subscription offering and direct community offering. No person, by himself or herself, or with an Associate or group of persons acting in concert, may purchase more than $500,000 of common stock in the public offering, subject to the maximum purchase limitations. See "- Limitations on Stock Purchases."

      Keefe, Bruyette & Woods, Inc. may enter into agreements with broker-dealers to assist in the sale of the shares in the public offering, although no such agreements exist as of the date of this prospectus. No orders may be placed or filled by or for a selected dealer during the subscription offering. After the close of the subscription offering, Keefe, Bruyette & Woods, Inc. will instruct selected dealers as to the number of shares to be allocated to each selected dealer. Only after the close of the subscription offering and upon allocation of shares to selected dealers may selected dealers take orders from their customers. During the subscription offering and direct community offering, selected dealers may only solicit indications of interest from their customers to place orders with First PacTrust Bancorp, Inc. as of a certain order date for the purchase of shares of First PacTrust Bancorp, Inc. common stock. When, and if, Keefe, Bruyette & Woods, Inc. and Pacific Trust Bank believe that enough indications of interest and orders have not been received in the subscription offering and direct community offering to consummate the conversion, Keefe, Bruyette & Woods, Inc. will request, as of the order date, selected dealers to submit orders to purchase shares for which they have previously received indications of interest from their customers. Selected dealers will send confirmations of the orders to such customers on the next business day after the order date. Selected dealers will debit the accounts of their customers on the settlement date, which date will be three business days from the order date. Customers who authorize selected dealers to debit their brokerage accounts are required to have the funds for payment in their account on but not before the settlement date. On the settlement date, selected dealers will deposit funds to the account established by Pacific Trust Bank for each selected dealer. Each customer's funds forwarded to Pacific Trust Bank, along with all other accounts held in the same title, will be insured by the FDIC up to $100,000 in accordance with applicable FDIC regulations. After payment has been received by Pacific Trust Bank from selected dealers, funds will earn interest at Pacific Trust Bank's passbook rate until the completion or termination of the conversion. Funds will be promptly returned, with interest, in the event the conversion is not consummated as described above.

      The public offering will be completed within 90 days after the termination of the subscription offering, unless extended by Pacific Trust Bank with the approval of the Office of Thrift Supervision. See "- How We Determined Our Price and the Number of Shares to be Issued in the Stock Offering" above for a discussion of rights of subscribers, if any, in the event an extension is granted.

Persons Who are Not Permitted to Participate in the Stock Offering

      Pacific Trust Bank will make reasonable efforts to comply with the securities laws of all states in the United States in which persons entitled to subscribe for stock pursuant to the plan of conversion reside. However, Pacific Trust Bank is not required to offer stock in the subscription offering to any person who resides in a foreign country or resides in a state of the United States with respect to which:

• the number of persons otherwise eligible to subscribe for shares under the plan of conversion who reside in such jurisdiction is small;
  
  
• the granting of subscription rights or the offer or sale of shares of common stock to such persons would require any of First PacTrust Bancorp, Inc. and Pacific Trust Bank or their officers, directors or employees, under the laws of such jurisdiction, to register as a broker, dealer, salesman or selling agent or to register or otherwise qualify its securities for sale in such jurisdiction or to qualify as a foreign corporation or file a consent to service of process in such jurisdiction; or
  
  
• such registration, qualification or filing in the judgment of Pacific Trust Bank would be impracticable or unduly burdensome for reasons of cost or otherwise.

Where the number of persons eligible to subscribe for shares in one state is small, Pacific Trust Bank will base its decision as to whether or not to offer the common stock in that state on a number of factors, including but not limited to the size of accounts held by account holders in the state, the cost of registering or qualifying the shares or the need to register Pacific Trust Bank, its officers, directors or employees as brokers, dealers or salesmen.

Limitations on Stock Purchases

      The plan of conversion includes the following limitations on the number of shares of First PacTrust Bancorp, Inc. common stock which may be purchased in the conversion:

      Subject to any required regulatory approval and the requirements of applicable laws and regulations, but without further approval of the members of Pacific Trust Bank, the boards of directors of First PacTrust Bancorp, Inc. and Pacific Trust Bank may, in their sole discretion, increase the individual amount permitted to be subscribed for to a maximum of 9.99% of the number of shares sold in the conversion, provided that orders for shares exceeding 5% of the shares being offered in the conversion shall not exceed, in the aggregate, 10% of the shares being offered in the conversion. Requests to purchase additional shares of common stock will be allocated by the boards of directors on a pro rata basis giving priority in accordance with the preference categories set forth in this prospectus.

      The term "associate" when used to indicate a relationship with any person means:

• any corporation or organization (other than Pacific Trust Bank, First PacTrust Bancorp, Inc., or a majority-owned subsidiary of any of them) of which such person is a director, officer or partner or is directly or indirectly the beneficial owner of 10% or more of any class of equity securities;
  
  
• any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity;
  
  
• any relative or spouse of such person, or any relative of such spouse, who has the same home as such person or who is a director or officer of Pacific Trust Bank, First PacTrust Bancorp, Inc. or any subsidiary of Pacific Trust Bank or First PacTrust Bancorp, Inc. or any affiliate thereof; and
  
  
• any person acting in concert with any of the persons or entities specified above;

provided, however, that Tax-Qualified or Non-Tax Qualified Employee Plans shall not be deemed to be an associate of any director or officer of Pacific Trust Bank or First PacTrust Bancorp, Inc., to the extent provided in the plan of conversion. When used to refer to a person other than an officer or director of Pacific Trust Bank, the board of directors of Pacific Trust Bank or officers delegated by the board of directors in their sole discretion may determine the persons that are associates of other persons.

      The term "acting in concert" is defined to mean knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement, or a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. A person or company which acts in concert with another person or company shall also be deemed to be acting in concert with any person or company who is also acting in concert with that other party, except that the Tax-Qualified Employee Plans will not be deemed to be acting in concert with their trustees or a person who serves in a similar capacity solely for the purpose of determining whether stock held by the trustee and stock held by each plan will be aggregated. The determination of whether a group is acting in concert shall be made solely by the board of directors of Pacific Trust Bank or officers delegated by such board of directors and may be based on any evidence upon which such board or delegatee chooses to rely.

Marketing Arrangements

      First PacTrust Bancorp, Inc. and Pacific Trust Bank have retained Keefe, Bruyette & Woods, Inc. to consult with and to advise Pacific Trust Bank, and to assist First PacTrust Bancorp, Inc., on a best efforts basis, in the distribution of the shares of common stock in the subscription offering and direct community offering. The services that Keefe, Bruyette & Woods, Inc. will provide include, but are not limited to:

• training the employees of Pacific Trust Bank who will perform certain ministerial functions in the subscription offering and direct community offering regarding the mechanics and regulatory requirements of the stock offering process;
  
  
• managing the stock information center by assisting interested stock subscribers and by keeping records of all stock orders;
  
  
• preparing marketing materials; and
  
  
• assisting in the solicitation of proxies from Pacific Trust Bank's members for use at the special meeting.

      For its services, Keefe, Bruyette & Woods, Inc. will receive a management fee of $25,000 and a success fee of 1.5% of the aggregate purchase price, less any shares of common stock sold to directors, officers, and employees and the Tax-Qualified Employee Plans. The success fee paid to Keefe, Bruyette & Woods, Inc. will be reduced by the amount of the management fee. In the event that selected dealers are used to assist in the sale of shares of First PacTrust Bancorp, Inc. common stock in the direct community offering, these dealers will be paid a fee of up to 5.5% of the total purchase price of the shares sold by such dealers. Pacific Trust Bank has agreed to indemnify Keefe, Bruyette & Woods, Inc. against certain claims or liabilities, including certain liabilities under the Securities Act of 1933, as amended, and will contribute to payments Keefe, Bruyette & Woods, Inc. may be required to make in connection with any such claims or liabilities.

      Sales of shares of First PacTrust Bancorp, Inc. common stock will be made by registered representatives affiliated with Keefe, Bruyette & Woods, Inc. or by the broker-dealers managed by Keefe, Bruyette & Woods, Inc. Keefe, Bruyette & Woods, Inc. has undertaken that the shares of First PacTrust Bancorp, Inc. common stock will be sold in a manner which will ensure that the distribution standards of the Nasdaq Stock Market will be met. A stock information center will be established at Pacific Trust Bank's branch office located at 279 F Street in Chula Vista, California. First PacTrust Bancorp, Inc. will rely on Rule 3a4-1 of the Securities Exchange Act of 1934 and sales of First PacTrust Bancorp, Inc. common stock will be conducted within the requirements of this rule, so as to permit officers, directors and employees to participate in the sale of First PacTrust Bancorp, Inc. common stock in those states where the law permits. No officer, director or employee of First PacTrust Bancorp, Inc. or Pacific Trust Bank will be compensated directly or indirectly by the payment of commissions or other remuneration in connection with his or her participation in the sale of common stock.

Procedure for Purchasing Shares in the Subscription Offering

      To ensure that each purchaser receives a prospectus at least 48 hours before the Subscription Expiration Date, unless extended, in accordance with Rule 15c2-8 of the Securities Exchange Act of 1934, no prospectus will be mailed any later than five days prior to such date or hand delivered any later than two days prior to such date. Execution of the order form will confirm receipt or delivery in accordance with Rule 15c2-8. Order forms will only be distributed with a prospectus.

      To purchase shares in the subscription offering, an executed order form with the required payment for each share subscribed for, or with appropriate authorization for withdrawal from a deposit account at Pacific Trust Bank, which may be given by completing the appropriate blanks in the order form, must be received by Pacific Trust Bank by 12:00 Noon, Chula Vista, California time, on the Subscription Expiration Date, unless extended. In addition, First PacTrust Bancorp, Inc. and Pacific Trust Bank will require a prospective purchaser to execute a certification in the form required by applicable Office of Thrift Supervision regulations in connection with any sale of common stock. Order forms which are not received by this time or are executed defectively or are received without full payment, or appropriate withdrawal instructions, are not required to be accepted. In addition, Pacific Trust Bank will not accept orders submitted on photocopied or facsimiled order forms nor order forms on which the certification form is not executed. Pacific Trust Bank has the right to waive or permit the correction of incomplete or improperly executed forms, but does not represent that it will do so. Once received, an executed order form may not be modified, amended or rescinded without the consent of Pacific Trust Bank, unless the conversion has not been completed within 45 days after the end of the subscription offering, or this period has been extended.

      In order to ensure that Eligible Account Holders, Tax-Qualified Employee Plans, Supplemental Eligible Account Holders, Other Members and directors, officers and employees are properly identified as to their stock purchase priority, depositors as of the close of business on the Eligibility Record Date, December 31, 1999, or the Supplemental Eligibility Record Date, March 31, 2002, and depositors as of the close of business on the Voting Record Date, ________, 2002 must list all accounts on the stock order form giving all names in each account and the account numbers.

      Payment for subscriptions may be made:

• by check or money order;
  
  
• by authorization of withdrawal from deposit accounts maintained with Pacific Trust Bank (including a certificate of deposit); or
  
  
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• in cash, if delivered in person at any full-service banking office of Pacific Trust Bank, although we request that you exchange cash for a check with any of our tellers.

No wire transfers will be accepted. Interest will be paid on payments made by cash, check or money order at our then-current passbook rate from the date payment is received until completion of the conversion. If payment is made by authorization of withdrawal from deposit accounts, the funds authorized to be withdrawn from a deposit account will continue to accrue interest at the contractual rate, but may not be used by the subscriber until all of First PacTrust Bancorp, Inc. common stock has been sold or the plan of conversion is terminated, whichever is earlier.

      If a subscriber authorizes Pacific Trust Bank to withdraw the amount of the purchase price from his deposit account, Pacific Trust Bank will do so as of the effective date of the conversion. Pacific Trust Bank will waive any applicable penalties for early withdrawal from certificate accounts.

      In the event of an unfilled amount of any subscription order, Pacific Trust Bank will make an appropriate refund or cancel an appropriate portion of the related withdrawal authorization, after completion of the conversion. If for any reason the conversion is not consummated, purchasers will have refunded to them all payments made, with interest, and all withdrawal authorizations will be canceled in the case of subscription payments authorized from accounts at Pacific Trust Bank.

      If any Tax-Qualified Employee Plans or Non-Tax-Qualified Employee Plans subscribe for shares during the subscription offering, these plans will not be required to pay for the shares subscribed for at the time they subscribe, but rather, may pay for shares of common stock subscribed for at the purchase price upon completion of the subscription offering and direct community offering, if all shares are sold, or upon completion of the public offering if shares remain to be sold in such offering. In the event that, after the completion of the subscription offering, the amount of shares to be issued is increased above the maximum of the estimated valuation range included in this prospectus, the Tax-Qualified and Non-Tax-Qualified Employee Plans will be entitled to increase their subscriptions by a percentage equal to the percentage increase in the amount of shares to be issued above the maximum of the estimated valuation range, provided that such subscription will continue to be subject to applicable purchase limits and stock allocation procedures.

      Owners of self-directed IRAs may use the assets of such IRAs to purchase shares of First PacTrust Bancorp, Inc. common stock in the subscription offering and direct community offering. ERISA provisions and IRS regulations require that officers, directors and 10% stockholders who use self-directed IRA funds to purchase shares of common stock in the offerings make such purchases for the exclusive benefit of the IRAs. IRAs maintained at Pacific Trust Bank are not self-directed IRAs and any interested parties wishing to use these IRA funds for stock purchases may do so, but are advised to contact the stock information center as soon as possible at (___) ___-____ for additional information.

      The records of Pacific Trust Bank will be deemed to control with respect to all matters related to the existence of subscription rights and/or one's ability to purchase shares of common stock in the subscription offering.

Restrictions on Transfer of Subscription Rights and Shares

      Pursuant to the rules and regulations of the Office of Thrift Supervision, no person with subscription rights may transfer or enter into any agreement or understanding to transfer the legal or beneficial ownership of the subscription rights issued under the plan of conversion or the shares of common stock to be issued upon their exercise. Such rights may be exercised only by the person to whom they are granted and only for such person's account. Each person exercising such subscription rights will be required to certify that the person is purchasing shares solely for the person's own account and that such person has no agreement or understanding regarding the sale or transfer of such shares. Federal regulations also prohibit any person from offering or making an announcement of an offer or intent to make an offer to purchase such subscription rights or shares of common stock prior to the completion of the conversion.

      Pacific Trust Bank will refer to the Office of Thrift Supervision any situations that it believes may involve a transfer of subscription rights and will not honor orders believed by it to involve the transfer of such rights.

Delivery of Certificates

      Certificates representing common stock issued in the conversion will be mailed by First PacTrust Bancorp, Inc.'s transfer agent to the persons entitled thereto at the addresses of such persons appearing on the stock order form as soon as practicable following completion of the conversion. Any certificates returned as undeliverable will be held by First PacTrust Bancorp, Inc. until claimed by persons legally entitled to them or otherwise disposed of in accordance with applicable law. Until certificates for common stock are available and delivered to subscribers, they may not be able to sell the shares of common stock for which they have subscribed, even though trading of the common stock may have commenced.

Required Approvals

      Various approvals of the Office of Thrift Supervision are required in order to consummate the conversion. The Office of Thrift Supervision has approved the plan of conversion, subject to approval by Pacific Trust Bank's members and other standard conditions. First PacTrust Bancorp, Inc.'s holding company application has been approved.

      First PacTrust Bancorp, Inc. is required to make certain filings with state securities regulatory authorities in connection with the issuance of First PacTrust Bancorp, Inc. common stock in the offerings.

Judicial Review

      Any person hurt by a final action of the Office of Thrift Supervision which approves, with or without conditions, or disapproves a plan of conversion may obtain review of this action by filing in the court of appeals of the United States for the circuit in which the principal office or residence of the person is located, or in the United States Court of Appeals for the District of Columbia, a written petition asking that the final action of the Office of Thrift Supervision be modified, terminated or set aside. This petition must be filed within 30 days after the publication of notice of final action in the Federal Register, or 30 days after the mailing by the applicant of the notice to members as provided for in 12 C.F.R. § 563b.6(c), whichever is later. The further procedure for review is as follows: A copy of the petition is promptly transmitted to the Office of Thrift Supervision by the clerk of the court and then the Office of Thrift Supervision files in the court the record in the proceeding, as provided in Section 2112 of Title 28 of the United States Code. Upon the filing of the petition, the court has jurisdiction, which upon the filing of the record is exclusive, to affirm, modify, terminate, or set aside in whole or in part, the final action of the Office of Thrift Supervision. Review of these proceedings is as provided in Chapter 7 of Title 5 of the United States Code. The judgment and decree of the court is final, except that they are subject to review by the Supreme Court upon certiorari as provided in Section 1254 of Title 28 of the United States Code.

Restrictions on Purchase or Transfer of Shares After the Conversion

      All shares of common stock purchased in connection with the conversion by a director or an executive officer of First PacTrust Bancorp, Inc. and Pacific Trust Bank will be subject to a restriction that the shares not be sold for a period of one year following the conversion except in the event of the death of the director or officer or pursuant to a merger or similar transaction approved by the Office of Thrift Supervision. Each certificate for restricted shares will bear a legend giving notice of this restriction on transfer, and instructions will be issued to the effect that any transfer within such time period of any certificate or record ownership of the shares other than as provided above is a violation of the restriction. Any shares of common stock issued at a later date within this one year period as a stock dividend, stock split or otherwise with respect to the restricted stock will be subject to the same restrictions.

      Purchases of common stock of First PacTrust Bancorp, Inc. by directors, executive officers and their associates during the three-year period following completion of the conversion may be made only through a broker or dealer registered with the SEC, except with the prior written approval of the Office of Thrift Supervision. This restriction does not apply, however, to negotiated transactions involving more than 1% of First PacTrust Bancorp, Inc.'s outstanding common stock or to certain purchases of stock pursuant to an employee stock benefit plan.

      Pursuant to Office of Thrift Supervision regulations, First PacTrust Bancorp, Inc. is permitted to repurchase shares of the common stock.

      The following table sets forth, for each of Pacific Trust Bank's directors and executive officers and for all of the directors and executive officers as a group, the proposed purchases of common stock, assuming sufficient shares are available to satisfy their subscriptions. The amounts include shares that may be purchased through individual retirement accounts and by associates.

General

      Originally chartered in 1941 as "Rohr Employees Federal Credit Union," serving the employees and families of Rohr, Inc., we evolved through the years into a full-service, multi-branch public financial institution in San Diego County and Riverside County. We completed the conversion from a federal credit union charter to a federal mutual savings bank charter as of January 1, 2000. The objective of the charter conversion was to better serve customers and the local community though the broader lending ability of a savings bank, and to expand our customer base beyond the limited field of membership permitted for credit unions.

      Our principal business consists of attracting retail deposits from the general public and investing those funds primarily in permanent loans secured by first mortgages on owner-occupied, one- to four-family residences and a variety of consumer loans. We also originate loans secured by multi-family and commercial real estate and, to a limited extent, commercial business loans secured primarily by residential real estate.

      Our revenues are derived principally from interest on loans and interest on securities.

      We offer a variety of deposit accounts having a wide range of interest rates and terms, which generally include savings accounts, money market deposit and term certificate accounts and checking accounts. We solicit deposits in our market areas and, to a lesser extent from financial institutions nationwide, and we have not accepted brokered deposits.

Market Areas

      We intend to continue to be a community-oriented financial institution offering a variety of financial services to meet the needs of the communities we serve. We are headquartered in Chula Vista, California, a suburb of San Diego, California and have seven retail offices primarily serving San Diego and Riverside counties in California. Most of our mortgage loans are secured by real estate located in these market areas. See "- Lending Activities."

Lending Activities

       General. Our mortgage loans carry either a fixed or an adjustable rate of interest. Mortgage loans generally are long-term and amortize on a monthly basis with principal and interest due each month. We also have loans in our portfolio which require only interest payments on a monthly basis or may have the potential for negative amortization. At December 31, 2001, our net loan portfolio totaled $257.2 million, which constituted 82.9% of our total assets.

      Mortgage loans up to $650,000 may be approved by senior loan officers. The Senior Vice President of Lending may approve loans up to $1.0 million and the President may approve loans up to $1.5 million. The Management Loan Committee may approve loans to one borrower or group of related borrowers up to $3.5 million in the aggregate, with no single loan exceeding $2.5 million. Loans over these amounts or outside our general underwriting guidelines, must be approved by the loan committee of the board of directors. Commercial and multi-family real estate loans must be approved by the Senior Vice President of Lending, the President, the Management Loan Committee or the board loan committee.

      At December 31, 2001, the maximum amount which we could have loaned to any one borrower and the borrower's related entities was approximately $4.5 million. Our largest lending relationship to a single borrower or a group of related borrowers consisted of one loan to a local entrepreneur totaling $3.9 million at December 31, 2001. This loan is secured by a personal residence and eight investment properties consisting of one- to four-family residences located in San Diego County, California. The loan was current as of December 31, 2001.

      The following table presents information concerning the composition of Pacific Trust Bank's loan portfolio in dollar amounts and in percentages as of the dates indicated.