Issuer:

First PacTrust Bancorp, Inc.

Type of Security:

Senior Notes

Aggregate Principal Amount:

$45,000,000

The notes offered are part of and fungible with the 7.50% senior notes due April 15, 2020, of which $33,000,000 had previously been issued and sold by the Issuer on April 23, 2012

Over-allotment Option:

$6,750,000

Trade Date:

December 3, 2012

Settlement Date (T+3):

December 6, 2012

Final Maturity:

April 15, 2020

Coupon:

7.50%

Issue Price to Investors:

$25 per note (plus accrued interest from, and including, October 15, 2012 to, but excluding the issue date, which is the expected date of delivery of the notes offered)

Underwriters’ Discount:

$0.7875 per note

Proceeds to Issuer (before expenses):

$43,582,500¹

Yield (including accrued interest):

7.4212%²

Yield (excluding accrued interest):

7.50%

Interest Payment Dates:

Quarterly in arrears on January 15, April 15, July 15, and October 15, commencing on January 15, 2013

Day Count Convention:

30/360, unadjusted

Redemption Provision:

In whole or in part on April 15, 2015, or on any scheduled interest payment date thereafter, at a redemption price equal to 100% of the principal amount

Denominations:

$25 denominations and $25 integral multiples thereof

Exchange:

The issuer expects that the notes will be listed on the NASDAQ Global Market under the symbol “BANCL” and the issuer will file a notification post-closing with the NASDAQ concerning the issuance of the notes as required by the NASDAQ

CUSIP/ISIN:

33589V 309 / US33589V3096

Joint Book-Running Managers:

UBS Securities LLC; Raymond James & Associates, Inc.

Lead Manager:

Co-Managers:

D.A. Davidson & Co.

Sterne Agee & Leach, Inc.

Wunderlich Securities

Underwriting:

Certain of our directors and executive officers may purchase notes in this offering at the public offering price.