BANC OF CALIFORNIA, INC. (Form: S-8, Received: 07/31/2013 17:24:01)

As filed with the Securities and Exchange Commission on July 31, 2013

Registration No. 333-__________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

REGISTRATION STATEMENT

THE SECURITIES ACT OF 1933

BANC OF CALIFORNIA, INC.

(Exact name of registrant as specified in its charter)

Maryland	04-3639825
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)


18500 Von Karman Avenue, Suite 1100 Irvine, California	92612
(Address of Principal Executive Offices)	(Zip Code)

Banc of California, Inc. (f/k/a First PacTrust Bancorp, Inc.)

2013 Omnibus Stock Incentive Plan

(Full title of the plan)

Craig M. Scheer, P.C.

Silver, Freedman & Taff, L.L.P.

(a limited liability partnership including professional corporations)

3299 K Street, N.W., Suite 100

Washington, D.C. 20007

(Name and address of agent for service)

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

[ ] Large accelerated filer		[X] Accelerated Filer
[ ] Non-accelerated filer (Do not check if a smaller reporting company)		[ ] Smaller reporting company

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered	Proposed maximum offering price per share	Proposed maximum aggregate offering price	Amount of registration fee
Common Stock, par value $.01 per share	4,000,000 shares (1)	$15.12 (2)	$60,480,000 (2)	$8,250

(1)	Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement includes an indeterminate number of additional shares as may be issuable as a result of a stock split, stock dividend or similar adjustment of the outstanding shares of the common stock of Banc of California, Inc.
(2)	Calculated in accordance with Rule 457 under the Securities Act of 1933, based on the average of the high and low sale prices per share of the common stock on the NASDAQ Stock Market on July 26, 2013 of $15.12.

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Banc of California, Inc. (f/k/a First PacTrust Bancorp, Inc.) 2013 Omnibus Stock Incentive Plan, as required by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

Such document(s) are not being filed with the Commission, but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Certain Documents by Reference .

The following documents previously or concurrently filed by Banc of California, Inc. (the “Company”) with the Commission are hereby incorporated by reference into this Registration Statement and the Prospectus to which this Registration Statement relates (the “Prospectus”):

(a)	the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as amended on Form 10-K/A filed on April 30, 2013;

(b)	the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013;

(c)

the Company’s Current Reports on Form 8-K filed on November 2, 2012, January 3, 2013, February 19, 2013, March 4, 2013, March 5, 2013, April 2, 2013, April 11, 2013, April 25, 2013 (two filings), May 6, 2013, May 15, 2013, June 3, 2013, June 4, 2013 (two filings), June 5, 2013, June 6, 2013, June 12, 2013, June 21, 2013 (two reports), June 26, 2013, July 1, 2013, July 2, 2013 (two reports), July 3, 2013, July 8, 2013, July 17, 2013, July 19, 2013, July 22, 2013 (as amended on July 24, 2013), and July 30, 2013; and

(d)	the description of the common stock, par value $.01 per share, of the Company contained in the Company’s Registration Statement on Form 8-A filed on May 8, 2002, and all amendments or reports filed for the purpose of updating such description.

All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (excluding any document or portion thereof that has been furnished to and deemed not to be filed with the Commission), after the filing of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this Registration Statement and the Prospectus and to be a part hereof and thereof from the date of the filing of such documents. Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the Prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement and the Prospectus.

The Company shall furnish without charge to each person to whom the Prospectus is delivered, on the written or oral request of such person, a copy of any or all of the documents incorporated by reference, other than exhibits to such documents (unless such exhibits are specifically incorporated by reference to the information that is incorporated). Requests should be directed to: Investor Relations, Banc of California, Inc., 18500 Von Karman Avenue, Suite 1100, Irvine, California 92612, telephone number (949) 236-5300.

All information appearing in this Registration Statement and the Prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference.

Item 4. Description of Securities .

Item 5. Interests of Named Experts and Counsel .

Item 6. Indemnification of Directors and Officers .

Section 2-405.2 of the Maryland General Corporation Law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation or its stockholders for money damages except: (1) to the extent it is proven that the director or officer actually received an improper benefit or profit, for the amount of the improper benefit or profit; or (2) to the extent that a judgment or other final adjudication adverse to the director or officer is entered in a proceeding based on a finding that the director’s or officer’s action or failure to act was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. The Company’s charter contains such a provision, thereby limiting the liability of its directors and officers to the maximum extent permitted by Maryland law.

Section 2-418 of the Maryland General Corporation Law permits a Maryland corporation to indemnify a director or officer who is made a party to any proceeding by reason of service in that capacity against judgments, penalties, fines, settlements and reasonable expenses actually incurred unless it is established that: (1) the act or omission of the director or officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; (2) the director or officer actually received an improper personal benefit; or (3) in the case of a criminal proceeding, the director or officer had reasonable cause to believe that his conduct was unlawful. The Maryland General Corporation Law provides that where a director or officer is a defendant in a proceeding by or in the right of the corporation, the director or officer may not be indemnified if he or she is found liable to the corporation. The Maryland General Corporation Law also provides that a director or officer may not be indemnified in respect of any proceeding alleging improper personal benefit in which he or she was found liable on the grounds that personal benefit was improperly received. A director or officer found liable in a proceeding by or in the right of the corporation or in a proceeding alleging improper personal benefit may petition a court to nevertheless order indemnification of expenses if the court determines that the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances.

Section 2-418 of the Maryland General Corporation Law provides that unless limited by the charter of a Maryland corporation, a director or an officer who is successful on the merits or otherwise in defense of any proceeding must be indemnified against reasonable expenses. Section 2-418 also provides that a Maryland corporation may advance reasonable expenses to a director or an officer upon the corporation's receipt of (a) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by the corporation and (b) a written undertaking by the director or officer or on his or her behalf to repay the amount paid or reimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

The Company’s charter provides for indemnification of directors and officers to the maximum extent permitted by the Maryland General Corporation Law. Additionally, the Company has entered into indemnification agreements with certain officers and directors of the Company (each an “Indemnitee”). Among other things, the indemnification agreements generally require the Company to indemnify and hold an Indemnitee harmless to the maximum extent permitted by the Maryland General Corporation Law for liabilities arising out of the Indemnitee’s service to the Company or another entity for which the Indemnitee is or was serving at the request of the Company. The indemnification agreements further provide that, subject to the terms set forth therein, the Company will indemnify the applicable director and/or officer for any and all expenses that he or she becomes legally obligated to pay because of any claims made against or by the director and/or officer in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative, and whether formal or informal (including an action by or in the right of the Company), to which he or she is, was or at any time becomes a party or a participant, including as a witness or otherwise, or is threatened to be made a party or participant, by reason of the fact that he or she is, was or at any time becomes a director, officer, employee or other agent of the Company, or is or was serving or at any time serves at the request of the Company as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, including a subsidiary of the Company. The indemnification agreements also require the Company to advance expenses prior to the final adjudication of any such proceeding and provide for certain presumptions and procedures applicable to a determination of a director and/or officer’s right to receive indemnification and advancement of expenses. The Company is also obligated to contribute to certain amounts incurred by the director and/or officer if the indemnification provided for under the indemnification agreements is not available for any reason.

Under a directors’ and officers’ liability insurance policy, directors and officers of the Company are insured against certain liabilities.

Item 9.

Undertakings .

(a) The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the

event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irvine, State of California, on July 31, 2013.

	BANC OF CALIFORNIA, INC.



	By:	/s/ Steven A. Sugarman
		Steven A. Sugarman
		Chief Executive Officer

We, the undersigned officers and directors of Banc of California, Inc., hereby severally and individually constitute and appoint Steven A. Sugarman and Ronald J. Nicolas, Jr., and each of them, the true and lawful attorneys and agents of each of us to execute in the name, place and stead of each of us (individually and in any capacity stated below) any and all amendments (including post-effective amendments) to this registration statement and all instruments necessary or advisable in connection therewith and to file the same with the Securities and Exchange Commission, each of said attorneys and agents to have the power to act with or without the others and to have full power and authority to do and perform in the name and on behalf of each of the undersigned every act whatsoever necessary or advisable to be done in the premises as fully and to all intents and purposes as any of the undersigned might or could do in person, and we hereby ratify and confirm our signatures as they may be signed by our said attorneys and agents or each of them to any and all such amendments and instruments.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


/s/ Steven A. Sugarman		/s/ Ronald J. Nicolas, Jr.
Steven A. Sugarman		Ronald J. Nicolas, Jr.
Chief Executive Officer and Director		Executive Vice President and Chief Financial Officer
(Principal Executive Officer)		(Principal Financial Officer)

Date: July 31, 2013		Date: July 31, 2013

/s/ Lonny D. Robinson		/s/ Chad T. Brownstein
Lonny D. Robinson		Chad T. Brownstein
Executive Vice President and Chief Financial Officer, Pacific Trust Bank		Director
(Principal Accounting Officer)

Date: July 31, 2013		Date: July 31, 2013

/s/ Timothy R. Chrisman		/s/ Robb Evans
Timothy R. Chrisman		Robb Evans
Director		Director

Date: July 31, 2013		Date: July 31, 2013


/s/ Eric L. Holoman		/s/ Jeff Karish
Eric L. Holoman		Jeff Karish
Director		Director

Date: July 31, 2013		Date: July 31, 2013

/s/ Jonah Schnel
Jonah Schnel
Director

Date: July 31, 2013

Exhibit Number		Document

4.1		Articles of Incorporation of the Registrant (filed as an exhibit to the Registrant’s Registration Statement on Form S-1 filed on March 28, 2002 and incorporated herein by reference)

4.2		Articles of Amendment to the Charter of the Registrant increasing the authorized capital stock of the Registrant (filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on March 4, 2011 and incorporated herein by reference)

4.3		Articles supplementary to the Charter of the Registrant containing the terms of the Registrant’s Senior Non-Cumulative Perpetual Preferred Stock, Series A (filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on August 30, 2011 and incorporated herein by reference)

4.4		Articles supplementary to the Charter of the Registrant. containing the terms of the Registrant’s Class B Non-Voting Common Stock (filed as an exhibit to the Registrant’s Current Report on Form 8-K/A filed on November 16, 2010 and incorporated herein by reference)

4.5		Articles of Amendment to Articles Supplementary to the Charter of the Registrant containing the terms of the Registrant’s Class B Non-Voting Common Stock (filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on May 12, 2011 and incorporated herein by reference)

4.6		Articles supplementary to the Charter of the Registrant containing the terms of the Registrant’s 8.00% Non-Cumulative Perpetual Preferred Stock, Series C (filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on June 12, 2013 and incorporated herein by reference)

4.7		Articles supplementary to the Charter of the Registrant containing the terms of the Registrant’s Non-Cumulative Perpetual Preferred Stock, Series B (filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on July 3, 2013 and incorporated herein by reference)

4.8		Articles of Amendment to the Charter of the Registrant changing the Registrant’s name (filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on July 17, 2013 and incorporated herein by reference)

4.9		Bylaws of the Registrant (filed as an exhibit to the Registrant’s Current Report on Form 8-K filed on June 12, 2013 and incorporated herein by reference).

5		Opinion of Silver, Freedman & Taff, L.L.P.

10.1		The Registrant’s 2013 Omnibus Stock Incentive Plan (the “2013 Omnibus Plan”) (included as Appendix A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on June 11, 2013 and incorporated herein by reference).

10.2		Form of Incentive Stock Option Agreement under the Omnibus Incentive Plan.

10.3		Form of Non-Qualified Stock Option Agreement under the Omnibus Incentive Plan.

10.4		Form of Restricted Stock Agreement under the Omnibus Incentive Plan.

23.1		Consent of Silver, Freedman & Taff, L.L.P. (contained in Exhibit 5).

23.2		Consent of KPMG LLP

23.3		Consent of Crowe Horwath LLP


23.4	Consent of Vavrinek, Trine, Day & Co., LLP

23.5	Consent of McGladrey LLP

24	Power of Attorney (contained on signature page).

Silver, Freedman & Taff , L.L.P.

A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

3299 K STREET, N.W., SUITE 100

WASHINGTON, D.C. 20007

PHONE: (202) 295-4500

Banc of California, Inc.

18500 Von Karman Avenue, Suite 1100

Irvine, California 92612

Ladies and Gentlemen:

We have acted as counsel to Banc of California, Inc., a Maryland corporation (the “Corporation”), in connection with the preparation and filing with the Securities and Exchange Commission of a Registration Statement on Form S-8 under the Securities Act of 1933, as amended (the “Registration Statement”), relating to 4,000,000 shares of the Corporation’s common stock, par value $.01 per share (the “Common Stock”), to be offered pursuant to the Banc of California, Inc. (f/k/a First PacTrust Bancorp, Inc.) 2013 Omnibus Stock Incentive Plan (the “Plan”).

In this connection, we have reviewed originals or copies, certified or otherwise identified to our satisfaction, of the Plan, the Registration Statement, the Corporation’s charter and bylaws, resolutions of the Corporation’s Board of Directors and such other documents and corporate records as we have deemed appropriate for the purpose of rendering this opinion. We have assumed without investigation the genuineness of all signatures, the legal capacity of natural persons, the authenticity, accuracy and completeness of all documents submitted to us as originals, the conformity to authentic and complete original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity, accuracy and completeness of the originals of such copies. We have further assumed the accuracy of certifications of public officials, government agencies and departments, corporate officers, and individuals and statements of fact, on which we are relying, and have made no independent investigations thereof.

Based upon the foregoing, it is our opinion that:

1.	The shares of Common Stock being so registered have been duly authorized.

2.	Such shares will be, when and if issued, sold and paid for as contemplated by the Plan, validly issued, fully paid and non-assessable.

In rendering the opinion set forth herein, we express no opinion as to the laws of any jurisdiction other than the General Corporation Law of the State of Maryland, as currently in effect. This opinion is limited to the facts bearing on this opinion as they exist on the date of this letter. We disclaim any obligation to review or supplement this opinion or to advise you of any changes in the circumstances, laws or events that may occur after this date or otherwise update this opinion.

Banc of California, Inc.

July 31, 2013

Page

We hereby consent to the inclusion of this opinion as Exhibit 5 to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

		Very truly yours,

		/s/ SILVER, FREEDMAN & TAFF, L.L.P.

		SILVER, FREEDMAN & TAFF, L.L.P.

BANC OF CALIFORNIA, INC.

2013 OMNIBUS STOCK INCENTIVE PLAN

INCENTIVE STOCK OPTION AGREEMENT

ISO NO. ________

This Option is granted pursuant to this Incentive Stock Option Agreement (the “Agreement”) on ___________, 20___ (the “Grant Date”) by Banc of California, Inc. (f/k/a First PacTrust Bancorp, Inc.), a Maryland corporation (the “Company”), to _________ (the “Optionee”), in accordance with the following terms and conditions:

1. Option Grant and Exercise Period . The Company hereby grants to the Optionee an Incentive Stock Option (“Option”) to purchase, pursuant to the Banc of California, Inc. (f/k/a First PacTrust Bancorp, Inc.) 2013 Omnibus Stock Incentive Plan, as the same may be amended from time to time (the “Plan”), and upon the terms and conditions therein and hereinafter set forth, an aggregate of _____ Shares (the “Option Shares”) of Common Stock at the price of $____ per Share (the “Exercise Price”). A copy of the Plan, as currently in effect, is incorporated herein by reference and is attached to this Agreement. Capitalized terms used herein which are not defined in this Agreement shall have the meanings ascribed to such terms in the Plan.

This Option shall vest and become exercisable only during the period (the “Exercise Period”) commencing on the date(s) set forth in Section 2 below, and ending at 5:00 p.m., Pacific time, on the date 10 years after the Grant Date, (the “Expiration Date”) subject to earlier vesting and/or earlier expiration pursuant to Sections 6 and 9 below.

2. Vesting of this Option . The Option Shares shall become vested and exercisable during the Exercise Period with respect to not more than the cumulative number of Option Shares set forth below on or after the date(s) indicated:

Option Shares Exercisable	Date Exercisable

3. Method of Exercise of this Option . To the extent vested, this Option may be exercised by giving written notice to the Company, as hereinafter provided, specifying the number of Option Shares to be purchased. The notice of exercise of this Option shall be in the form prescribed by the Committee and directed to the address set forth in Section 12 below. The date of exercise is the date on which such notice is received by the Company. Such notice shall be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) by certified or bank check or such

other instrument as the Company may accept, (ii) by tendering previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price, (iii) by instructing the Company to withhold a number of Shares having an aggregate Fair Market Value (based on the Fair Market Value of the Shares on the date of exercise) equal to the product of (A) the Exercise Price and (B) the number of Option Shares in respect of which this Option shall have been exercised, or (iv) by a combination of (i) and (ii) and (iii). Promptly after such payment, subject to Section 4 below, the Company shall issue and deliver to the Optionee or other person exercising this Option a certificate or certificates representing the Shares so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another in such form of joint ownership as requested by the Optionee (or such other person) pursuant to applicable state law. In lieu of issuing a certificate or certificates representing the Shares so purchased, the Company may cause such Shares to be credited to a book entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Optionee or other person exercising this Option, including any joint owner as provided in the immediately preceding sentence. For the avoidance of doubt, a fractional Share shall not be issuable hereunder, and when any provision hereof may entitle the Optionee to a fractional share, such fraction shall (unless the Committee determines otherwise) be disregarded.

4. Delivery and Registration of Shares . The Company’s obligation to deliver Shares hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation that the Optionee or any other person to whom such Shares are to be delivered is acquiring the Shares without a view to the distribution thereof. In requesting any such representation, it may be provided that such representation requirement shall become inoperative upon a registration of such Shares or other action eliminating the necessity of such representation under the Securities Act of 1933, as amended, or other securities law or regulation. The Company shall not be required to deliver any Shares upon exercise of this Option prior to (i) the listing or approval for listing upon notice of issuance of the Shares on the Applicable Exchange, (ii) any registration or other qualification of such Shares under any state or federal law, rule or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, determine necessary or advisable, and (iii) obtaining any other consent, approval, or permit from any state or federal governmental agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable. This Option and the obligation of the Company to deliver the Shares hereunder shall be subject to all applicable laws, rules and regulations, and to such approvals by any government or regulatory agency as may be required.

5. Nontransferability of this Option . Except as otherwise permitted by the Code or the regulations thereunder, this Option may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than, for no value or consideration by will or by the laws of descent and distribution. This Option shall be exercisable, subject to the terms of the Plan, only by the Optionee, the guardian or legal representative of such Optionee, or any person to whom such Option is permissibly transferred pursuant to this Section 5, it being understood that the term “Optionee” includes such guardian, legal representative and other transferee; provided , however , that the term “Termination of Employment” shall continue to refer to the Termination of Employment of the original Optionee.

The provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto, the successors and assigns of the Company and any person acting with the legal authority of the Optionee or to whom this Option is transferred in accordance with this Section 5.

6. Termination of Employment . The treatment of this Option upon and following a Termination of Employment of the Optionee shall be as and to the extent provided in Section 5(j) of the Plan. In no event shall this Option be exercisable following the Expiration Date.

7. Notice of Sale . The Optionee or any person to whom this Option or the Option Shares shall have been transferred pursuant to Section 5 promptly shall give notice to the Company in the event of the sale or other disposition of Option Shares within the later of (i) two years from the Grant Date or (ii) one year from the date of exercise of this Option. Such notice shall specify the number of Option Shares sold or otherwise disposed of and be directed to the address set forth in Section 12 below.

8. Adjustments . In the event of a Corporate Transaction or Share Change, this Option shall be adjusted as and to the extent provided in Section 3(d) of the Plan.

9. Effect of Change in Control . The treatment of this Option upon and following a Change in Control shall be as and to the extent provided in Section 10 of the Plan. Notwithstanding the foregoing, this Option shall not become exercisable to the extent that it has previously been exercised or otherwise terminated.

10. Stockholder Rights not Granted by this Option . The Optionee is not entitled by virtue hereof to any rights of a stockholder of the Company or to notice of meetings of stockholders or to notice of any other proceedings of the Company. The Optionee shall have all of the rights of a stockholder of the Company holding the class or series of Common Stock that is subject to this Option (including, if applicable, the right to vote the applicable Shares and the right to receive dividends) when the Optionee (i) has given written notice of exercise, (ii) if requested, has given the representation described in Section 14(a) of the Plan and Section 4 hereof, and (iii) has paid in full for such Shares.

11. Withholding Tax . The Company shall have the power and the right to deduct or withhold, or require the Optionee to remit to the Company, an amount sufficient to satisfy federal, state and local taxes (including the Optionee’s FICA obligation) required by law to be withheld with respect to this Option.

12. Notices . All notices hereunder to the Company shall be delivered or mailed to it addressed to the Secretary of Banc of California, Inc., 18500 Von Karman Avenue, Suite 900, Irvine, California 92612. Any notices hereunder to the Optionee shall be delivered personally or mailed to the Optionee’s current address according to the Company’s personnel files. Such addresses for the service of notices may be changed at any time, provided written notice of the change is furnished in advance to the Company or to the Optionee, as the case may be.

13. Clawback . Any Shares or cash proceeds received in respect of the Option granted pursuant to this Agreement shall be subject to any clawback, recoupment or forfeiture provisions (i) required by law or regulation and applicable to the Company or its Subsidiaries or Affiliates

as in effect from time to time or (ii) set forth in any policies adopted or maintained by the Company or any of its Subsidiaries or Affiliates as in effect from time to time.

14. Plan and Plan Interpretations as Controlling . This Option and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling. All determinations and interpretations made in the discretion of the Committee shall be final and conclusive upon the Optionee or the Optionee’s legal representatives with regard to any question arising hereunder or under the Plan.

15. Optionee Service . Nothing in this Agreement shall interfere with or limit in any way the right of the Company or any Subsidiary or Affiliate to terminate the Optionee’s employment or service at any time, nor confer upon the Optionee any right to continue in the employ or service of the Company or any Subsidiary or Affiliate.

16. Loss of Incentive Stock Option Status . If any portion of this Option shall fail, for any reason, to qualify as an “incentive stock option” under Section 422 of the Code (or any successor provision), it shall be treated as a Nonqualified Option under the Plan. The Optionee acknowledges that this Option will lose such qualification if: (a) this Option is exercised by the Optionee more than three months after the Optionee’s Termination of Employment (if and to the extent this Option is still then exercisable); or (b) the Option Shares acquired upon exercise of this Option are sold or otherwise disposed of within one of the time periods described in Section 7.

17. Severability . The various provisions of this Agreement are severable in their entirety. Any judicial or legal determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions.

18. Governing Law; Headings . This Agreement and actions taken hereunder shall be governed by and construed in accordance with the laws of the State of Maryland, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

19. Amendment . This Agreement may be amended or modified by the Committee at any time; provided , that , no amendment or modification that materially impairs the rights of the Optionee as provided by this Agreement shall be effective unless set forth in writing signed by the parties hereto, except such an amendment made to cause the terms of this Agreement or the Option granted hereunder to comply with applicable law (including tax law), Applicable Exchange listing standards or accounting rules. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

20. Optionee Acceptance; Counterparts . The Optionee shall signify his acceptance of the terms and conditions of this Agreement by signing in the space provided below and returning a signed copy hereof to the Company at the address set forth in Section 12 above. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties

hereto agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

	BANC OF CALIFORNIA, INC.


	By:
		ACCEPTED




		(Street Address)


		(City, State and Zip Code)

BANC OF CALIFORNIA, INC.

2013 OMNIBUS STOCK INCENTIVE PLAN

NONQUALIFIED OPTION AGREEMENT

NQSO NO. ______

This Option is granted pursuant to this Nonqualified Option Agreement (the “Agreement”) on _____________, 20___ (the “Grant Date”) by Banc of California, Inc. (f/k/a First PacTrust Bancorp, Inc.), a Maryland corporation (the “Company”), to _____________ (the “Optionee”), in accordance with the following terms and conditions:

1. Option Grant and Exercise Period . The Company hereby grants to the Optionee a Nonqualified Option (“Option”) to purchase, pursuant to the Banc of California, Inc. (f/k/a First PacTrust Bancorp, Inc.) 2013 Omnibus Stock Incentive Plan, as the same may be amended from time to time (the “Plan”), and upon the terms and conditions therein and hereinafter set forth, an aggregate of ______ Shares (the “Option Shares”) of Common Stock at the price of $______ per Share (the “Exercise Price”). A copy of the Plan, as currently in effect, is incorporated herein by reference and is attached to this Agreement. Capitalized terms used herein which are not defined in this Agreement shall have the meanings ascribed to such terms in the Plan.

This Option shall vest and become exercisable only during the period (the “Exercise Period”) commencing on the date(s) set forth in Section 2 below, and ending at 5:00 p.m., Pacific time, on the date 10 years after the Grant Date (the “Expiration Date”) subject to earlier vesting and/or earlier expiration pursuant to Sections 6 and 8 below.

Option Shares Exercisable	Date Exercisable

3. Method of Exercise of this Option . To the extent vested, this Option may be exercised by giving written notice to the Company, as hereinafter provided, specifying the number of Option Shares to be purchased. The notice of exercise of this Option shall be in the form prescribed by the Committee and directed to the address set forth in Section 11 below. The date of exercise is the date on which such notice is received by the Company. Such notice shall be accompanied by payment in full of the aggregate Exercise Price for the Option Shares to be purchased upon such exercise. Payment shall be made (i) by certified or bank check or such other instrument as the Company may accept, (ii) by tendering previously acquired Shares

having an aggregate Fair Market Value at the time of exercise equal to the aggregate Exercise Price, (iii) by instructing the Company to withhold a number of Shares having an aggregate Fair Market Value (based on the Fair Market Value of the Shares on the date of exercise) equal to the product of (A) the Exercise Price and (B) the number of Option Shares in respect of which this Option shall have been exercised, or (iv) by a combination of (i) and (ii) and (iii). Promptly after such payment, subject to Section 4 below, the Company shall issue and deliver to the Optionee or other person exercising this Option a certificate or certificates representing the Shares so purchased, registered in the name of the Optionee (or such other person), or, upon request, in the name of the Optionee (or such other person) and in the name of another in such form of joint ownership as requested by the Optionee (or such other person) pursuant to applicable state law. In lieu of issuing a certificate or certificates representing the Shares so purchased, the Company may cause such Shares to be credited to a book entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Optionee or other person exercising this Option, including any joint owner as provided in the immediately preceding sentence. For the avoidance of doubt, a fractional Share shall not be issuable hereunder, and when any provision hereof may entitle the Optionee to a fractional share, such fraction shall (unless the Committee determines otherwise) be disregarded.

5. Nontransferability of this Option . This Option may not be sold, transferred, pledged assigned or otherwise alienated or hypothecated, other than, for no value or consideration: (i) by will or by the laws of descent and distribution, or (ii) as otherwise expressly permitted by the Committee including, if so permitted, pursuant to a transfer to the Optionee’s family members, whether directly or indirectly or by means of a trust or partnership or otherwise (unless otherwise determined by the Committee, “family member” shall have the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended, and any successor thereto). This Option shall be exercisable, subject to the terms of the Plan, only by the Optionee, the guardian or legal representative of such Optionee, or any person to whom such Option is permissibly transferred pursuant to this Section

5, it being understood that the term “Optionee” includes such guardian, legal representative and other transferee; provided , however , that the term “Termination of Employment” shall continue to refer to the Termination of Employment of the original Optionee.

7. Adjustments . In the event of a Corporate Transaction or Share Change, the Option shall be adjusted as and to the extent provided in Section 3(d) of the Plan.

8. Effect of Change in Control . The treatment of this Option upon and following a Change in Control shall be as and to the extent provided in Section 10 of the Plan. Notwithstanding the foregoing, this Option shall not become exercisable to the extent that it has previously been exercised or otherwise terminated.

9. Stockholder Rights not Granted by this Option . The Optionee is not entitled by virtue hereof to any rights of a stockholder of the Company or to notice of meetings of stockholders or to notice of any other proceedings of the Company. The Optionee shall have all of the rights of a stockholder of the Company holding the class or series of Common Stock that is subject to this Option (including, if applicable, the right to vote the applicable Shares and the right to receive dividends) when the Optionee (i) has given written notice of exercise, (ii) if requested, has given the representation described in Section 14(a) of the Plan and Section 4 hereof, and (iii) has paid in full for such Shares.

10. Withholding Tax . The Company shall have the power and the right to deduct or withhold, or require the Optionee to remit to the Company, an amount sufficient to satisfy federal, state and local taxes (including the Optionee’s FICA obligation) required by law to be withheld with respect to this Option.

11. Notices . All notices hereunder to the Company shall be delivered or mailed to it addressed to the Secretary of Banc of California, Inc., 18500 Von Karman Avenue, Suite 900, Irvine, California 92612. Any notices hereunder to the Optionee shall be delivered personally or mailed to the Optionee’s current address according to the Company’s personnel files. Such addresses for the service of notices may be changed at any time, provided written notice of the change is furnished in advance to the Company or to the Optionee, as the case may be.

12. Clawback . Any Shares or cash proceeds received in respect of the Option granted pursuant to this Agreement shall be subject to any clawback, recoupment or forfeiture provisions (i) required by law or regulation and applicable to the Company or its Subsidiaries or Affiliates as in effect from time to time or (ii) set forth in any policies adopted or maintained by the Company or any of its Subsidiaries or Affiliates as in effect from time to time.

13. Plan and Plan Interpretations as Controlling . This Option and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling. All determinations and interpretations made in the discretion of the Committee shall be final and conclusive upon the Optionee or the Optionee’s legal representatives with regard to any question arising hereunder or under the Plan.

14. Optionee Service . Nothing in this Agreement shall interfere with or limit in any way the right of the Company or any Subsidiary or Affiliate to terminate the Optionee’s employment or service at any time, nor confer upon the Optionee any right to continue in the employ or service of the Company or any Subsidiary or Affiliate.

15. Severability . The various provisions of this Agreement are severable in their entirety. Any judicial or legal determination of invalidity or unenforceability of any one provision shall have no effect on the continuing force and effect of the remaining provisions.

16. Governing Law; Headings . This Agreement and actions taken hereunder shall be governed by and construed in accordance with the laws of the State of Maryland, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

17. Amendment . This Agreement may be amended or modified by the Committee at any time; provided , that , no amendment or modification that materially impairs the rights of the Optionee as provided by this Agreement shall be effective unless set forth in writing signed by the parties hereto, except such an amendment made to cause the terms of this Agreement or the Option granted hereunder to comply with applicable law (including tax law), Applicable Exchange listing standards or accounting rules. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

18. Optionee Acceptance; Counterparts . The Optionee shall signify his acceptance of the terms and conditions of this Agreement by signing in the space provided below and returning a signed copy hereof to the Company at the address set forth in Section 11 above. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties hereto agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

	BANC OF CALIFORNIA, INC.


	By:
		ACCEPTED




		(Street Address)


		(City, State and Zip Code)

BANC OF CALIFORNIA, INC.

2013 OMNIBUS STOCK INCENTIVE PLAN

RESTRICTED STOCK AGREEMENT

RS No. ______

Shares of Restricted Stock are hereby awarded pursuant to this Restricted Stock Agreement (the “Agreement”) on ________, 20__by Banc of California, Inc. (f/k/a First PacTrust Bancorp, Inc.), a Maryland corporation (the “Company”), to __________ (the “Grantee”), in accordance with the following terms and conditions:

1. Share Award . The Company hereby awards to the Grantee _____ Shares of restricted Common Stock pursuant to the Banc of California, Inc. (f/k/a First PacTrust Bancorp, Inc.) 2013 Omnibus Stock Incentive Plan, as the same may be amended from time to time (the “Plan”), and upon the terms and conditions and subject to the restrictions in the Plan and as hereinafter set forth (the “Restricted Stock”). A copy of the Plan, as currently in effect, is incorporated herein by reference and is attached hereto. Capitalized terms used herein which are not defined in this Agreement shall have the meaning ascribed to such terms in the Plan.

2. Restrictions on Transfer and Restricted Period . Except as otherwise provided in Section 3 or Section 8 of this Agreement, during the period commencing on the date of this Agreement and terminating on ______________, 20___ (the “Restricted Period”), Shares with respect to which the Restricted Period has not lapsed may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated by the Grantee. Shares with respect to which the Restricted Period has lapsed shall sometimes be referred to herein as “Vested.”

Except as otherwise provided in Section 3 or Section 8 of this Agreement, provided that the Grantee is then serving as a director, officer, employee or consultant of the Company or any Subsidiary or Affiliate, Shares shall become Vested in accordance with the following schedule:

Date of Vesting	Number of Shares Vested

3. Termination of Employment . Upon the Grantee’s Termination of Employment for any reason other than due to death or Disability, the outstanding Shares of Restricted Stock shall become forfeited. In the event that the Grantee’s Termination of Employment is due to death or Disability, all restrictions relating to such Restricted Stock shall lapse as of the date of such Termination of Employment and the Restricted Stock shall become fully Vested as of such date.

4. Issuance of the Shares . Promptly after the date of this Agreement, the Company shall recognize the Grantee’s ownership of the Shares through (i) a crediting of the Shares to a book entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Grantee, with appropriate electronic notation of the restrictions on transfer provided herein, or another similar method, or (ii) the issuance of a certificate representing the Shares in the name of the Grantee, bearing the appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:

“The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Banc of California, Inc. (f/k/a First PacTrust Bancorp, Inc.) 2013 Omnibus Stock Incentive Plan and an Award Agreement. Copies of such Plan and Award Agreement are on file at the offices of Banc of California, Inc., 18500 Von Karman Ave, Suite 1100, Irvine California 92612.”

The Grantee agrees that simultaneously with the execution of this Agreement, the Grantee shall execute the stock power attached hereto and that the Grantee shall promptly deliver such stock power to the Company. The Grantee further agrees to execute and deliver any and all additional stock powers and/or other instruments as the Company from time to time requests as it may, in its judgment, deem to be advisable to fulfill the purposes of this Agreement.

5. Grantee’s Rights . Subject to all limitations provided in this Agreement, the Grantee, as owner of the Shares during the Restricted Period, shall have all the rights of a stockholder, including, but not limited to, the right to receive all dividends and other distributions paid on the Shares and the right to vote such Shares. If any such dividends or distributions are paid in Shares, such Shares shall be subject to the same restrictions then applicable to the Shares with respect to which they were paid.

6. Vesting . Upon Shares becoming Vested, the Company shall release such Shares to the Grantee (i) by appropriate transfer to an unrestricted book entry account maintained by the Company (or its transfer agent or other designee) for the benefit of the Grantee (or, if the Grantee is deceased, to the Grantee’s legal representative) or by other appropriate electronic notation of the lapse or expiration of the Restricted Period with respect to such Shares, (ii) by delivering to the Grantee (or, if the Grantee is deceased, to the Grantee’s legal representative) a certificate issued in respect of such Shares (without any legend contemplated by Section 4 above), or (iii) by any other means deemed appropriate by the Company.

7. Adjustments . In the event of a Corporate Transaction or Share Change, the Restricted Stock shall be adjusted as and to the extent provided in Section 3(d) of the Plan.

8. Effect of Change in Control . The treatment of these Shares upon and following a Change in Control shall be as and to the extent provided in Section 10 of the Plan. Notwithstanding the foregoing, no Shares which have previously been forfeited shall thereafter become Vested.

9. Delivery and Registration of Shares . The Company’s obligation to deliver the Shares hereunder shall, if the Committee so requests, be conditioned upon the receipt of a representation that the Grantee or any other person to whom such Shares are to be delivered is

acquiring the Shares without a view to the distribution thereof. In requesting any such representation, it may be provided that such representation requirement shall become inoperative upon a registration of such Shares or other action eliminating the necessity of such representation under the Securities Act of 1933, as amended, or other securities law or regulation. The Company shall not be required to deliver any Shares hereunder prior to (i) the listing or approval for listing upon notice of issuance of the Shares on the Applicable Exchange, (ii) any registration or other qualification of such Shares under any state or federal law, rule or regulation, or the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, determine to be necessary or advisable and (iii) obtaining any other consent, approval, or permit from any state or federal government agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine to be necessary or advisable.

10. Plan and Plan Interpretations as Controlling . The Shares hereby awarded and the terms and conditions herein set forth are subject in all respects to the terms and conditions of the Plan, which are controlling. All determinations and interpretations made in the discretion of the Committee shall be binding and conclusive upon the Grantee or the Grantee’s legal representatives with regard to any question arising hereunder or under the Plan.

11. Clawback . All Shares of Restricted Stock granted pursuant to this Agreement shall be subject to any clawback, recoupment or forfeiture provisions (i) required by law or regulation and applicable to the Company or its Subsidiaries or Affiliates as in effect from time to time or (ii) set forth in any policies adopted or maintained by the Company or any of its Subsidiaries or Affiliates as in effect from time to time.

12. Grantee Service . Nothing in this Agreement shall interfere with or limit in any way the right of the Company or any Subsidiary or Affiliate to terminate the Grantee’s employment or service at any time, nor confer upon the Grantee any right to continue in the employ or service of the Company or any Subsidiary or Affiliate.

13. Withholding Tax . Upon Shares becoming Vested (or at any such earlier time, if any, that an election is made by the Grantee under Section 83(b) of the Code, or any successor provision thereto), the Company may withhold from any payment or distribution made hereunder sufficient Shares to cover any applicable withholding and employment taxes, or require the Grantee to remit to the Company an amount sufficient to satisfy such taxes. The Company shall have the right to deduct from all dividends paid with respect to Shares the amount of any taxes which the Company is required to withhold with respect to such dividend payments, or require the Grantee to remit to the Company an amount sufficient to satisfy such taxes.

14. Notices . All notices hereunder to the Company shall be delivered or mailed to it addressed to the Secretary of Banc of California, Inc., 18500 Von Karman Avenue, Suite 900, Irvine, California 92612. Any notices hereunder to the Grantee shall be delivered personally or mailed to the Grantee’s current address according to the Company’s personnel files. Such addresses for the service of notices may be changed at any time, provided written notice of the change is furnished in advance to the Company or to the Grantee, as the case may be.

17. Amendment . This Agreement may be amended or modified by the Committee at any time; provided , that , no amendment or modification that materially impairs the rights of the Grantee as provided by this Agreement shall be effective unless set forth in writing signed by the parties hereto, except such an amendment made to cause the terms of this Agreement or the Restricted Stock granted hereunder to comply with applicable law (including tax law), Applicable Exchange listing standards or accounting rules. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

18. Grantee Acceptance; Counterparts . The Grantee shall signify the Grantee’s acceptance of the terms and conditions of this Agreement by signing in the space provided below, by signing the attached stock power, and by returning a signed copy hereof and of the attached stock power to the Company at the address set forth in Section 14 above. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The parties hereto agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

	BANC OF CALIFORNIA, INC.


	By:
		ACCEPTED




		(Street Address)


		(City, State and Zip Code)

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-8 of Banc of California, Inc. (formerly First PacTrust Bancorp, Inc.) of our reports dated March 28, 2013 with respect to the consolidated financial statements of Banc of California, Inc., and the effectiveness of internal control over financial reporting, which reports appear in the Annual Report on Form 10-K of Banc of California, Inc. for the year ended December 31, 2012. Our report on the effectiveness of internal controls over financial reporting as of December 31, 2012, contains an explanatory paragraph that states that Banc of California, Inc. merged with Beach Business Bank and acquired Gateway Business Bank during 2012, and management excluded from its assessment of the effectiveness of Banc of California, Inc.'s internal control over financial reporting as of December 31, 2012, Beach Business Bank and Gateway Business Bank's internal control over financial reporting associated with total assets of $454 2 million and total revenues of $31.3 million included in the consolidated financial statements of Banc of California, Inc. and subsidiaries as of and for the year ended December 31, 2012. Our audit of internal control over financial reporting of Banc of California, Inc. also excluded an evaluation of the internal control over financial reporting of Beach Business Bank and Gateway Business Bank.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Banc of California, Inc., formerly known as First PacTrust Bancorp, Inc., of our report dated March 30, 2012 with respect to the consolidated financial statements of Banc of California, Inc. as of and for the two years ended December 31, 2011, which report appears in the Annual Report on Form 10-K of Banc of California, Inc. for the year ended December 31, 2012.

/s/ Crowe Horwath LLP

Costa Mesa, California

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Banc of California, Inc. of our report dated March 22, 2012, relating to the financial statements of The Private Bank of California as of December 31, 2011 and 2010 and for the years then ended, appearing in the Current Report on Form 8-K of Banc of California, Inc. (formerly First PacTrust Bancorp, Inc.) filed with the Securities and Exchange Commission on April 10, 2013.

/s/ Vavrinek, Trine, Day & Co., LLP

Laguna Hills, California

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in this Registration Statement on Form S-8 to be filed on or around July 31, 2013 of Banc of California, Inc. (formerly known as First PacTrust Bancorp, Inc.) of our report dated March 12, 2013 relating to our audit of the 2012 financial statements of The Private Bank of California, appearing in the Current Report of Banc of California, Inc. filed on April 11, 2013.

Los Angeles, California