On October 24, 2011, the Board of Directors of First PacTrust Bancorp, Inc. (the "Company") made several changes to the composition and structure of the Board.

The Board appointed Jeff Karish as a new director of the Company. There are no arrangements or understandings between Mr. Karish and any other persons pursuant to which he was selected as a director. There are no transactions in which Mr. Karish has a direct or indirect material interest requiring disclosure under Item 404(a) of Regulation S-K of the Securities and Exchange Commission. Mr. Karish will be entitled to the same compensation arrangements provided to the other non-employee directors of the Company, which are described in Item 8.01 of this report. Mr. Karish also has been appointed as a member of the Audit Committee of the Company's Board. Mr. Karish currently serves as Executive Vice President and acting General Counsel of Windsor Media LLC, and previously held positions as Head of Strategy for Yahoo's Media Group and as an Associate Principal for McKinsey & Company in Los Angeles. He holds a masters degree from Cambridge University and law degree from Harvard Law School.

Current director Timothy R. Chrisman was appointed as Chairman of the Board, replacing Alvin L. Majors who will remain a director of the Company and Chairman of the Board of the Company's subsidiary bank, Pacific Trust Bank (the "Bank"). Mr. Majors also will remain as Chairman of the Audit Committees of the Boards of Directors of the Company and the Bank. Additionally, Chad T. Brownstein was appointed Chairman of the Compensation Committee and Jeffrey T. Seabold was appointed Chairman of the Nominating Committee of the Company's Board of Directors.

A copy of the press release issued by the Company announcing the appointment of Mr. Karish and the other changes described above is attached to this report as Exhibit 99.1 and is incorporated herein by reference.

On October 24, 2011, the Company's Board of Directors changed the compensation program for the Company's directors, as follows:

● for service as a Company Board member, compensation of $120,000, payable in cash or, at the director's election, in the form of stock options granted under the Company's 2011 Omnibus Incentive Plan (the "Omnibus Plan");

● for the Chairman of the Company's Board, additional compensation of $60,000, payable in cash or, at the Chairman's election, in the form of stock options granted under the Omnibus Plan;

● for each member of the Strategic Planning Committee of the Company's Board, additional compensation of $60,000 ($90,000 for the Chairman of the Strategic Planning Committee), payable in cash or, at the committee member's election, in the form of stock options granted under the Omnibus Plan; and

● for each member of the Audit Committee of the Company's Board, additional compensation of $30,000 ($45,000 for the Chairman of the Audit Committee), payable in cash or, at the committee member's election, in the form of stock options granted under the Omnibus Plan.

The changes described above are effective retroactive to May 26, 2011. If the compensation that has been paid to any Company director since that date is less than the director would have received under the revised compensation program described above, the Board's Compensation Committee will cause any catch-up payments/awards to be made to the director to the extent deemed appropriate by the Compensation Committee. Company Directors Mitchell (who is the Company's President and Chief Executive Officer) and Brownstein (who is affiliated with TCW Shared Opportunity Fund V, L.P., a significant investor in the Company) do not receive any compensation from the Company for their Board service. The current members of the Strategic Planning Committee of the Company's Board are Steven Sugarman (Chairman), Brownstein, Chrisman, Gregory A. Mitchell and Seabold. The current members of the Audit Committee of the Company's Board are Majors (Chairman), Chrisman, Karish and Seabold.

The compensation payable to directors of the Bank also was changed on October 24, 2011, effective retroactive to May 26, 2011, as follows:

● for service as a Bank Board member, compensation of $40,000, payable in cash or, at the director's election, in the form of stock options granted under the Omnibus Plan;

● for the Chairman of the Bank's Board, additional compensation of $20,000, payable in cash or, at the Chairman's election, in the form of stock options granted under the Omnibus Plan; and

● for each member of the Audit Committee of the Bank's Board, additional compensation of $6,000, payable in cash or, at the committee member's election, in the form of stock options granted under the Omnibus Plan.

The directors of the Company who also serve as directors of the Bank are Mr. Majors (Chairman of the Bank's Board and
Chairman of the Audit Committee of the Bank's Board), Mr. Mitchell and Mr. Sugarman. Mr. Mitchell does not receive any compensation for his service as a director of the Bank.

(d)
Exhibits:

The following exhibits are being filed herewith:

99.1 Press release dated October 28, 2011