EX-10.3 FIRST COMMUNITY BANCORP DIRECTORS DEFERRED COMPENSATION TRUST (AMENDED AND RESTATED AS OF DECEMBER 8, 2003)

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Exhibit 10.3

FIRST COMMUNITY BANCORP
DIRECTORS DEFERRED COMPENSATION TRUST
(AMENDED AND RESTATED AS OF DECEMBER 8, 2003)

        This Agreement is amended and restated as of December 8, 2003 by and between First Community Bancorp, a California corporation (the "Company"), and the trustee whose name appears on the signature page hereto (the "Trustee");

        WHEREAS, the Company has adopted the First Community Bancorp Directors Deferred Compensation Plan, formerly known as the Rancho Santa Fe National Bank Directors Deferred Compensation Plan (the "Plan");

        WHEREAS, the Company has incurred or expects to incur liability under the terms of such Plan with respect to the individuals participating in such Plan;

        WHEREAS, the Company has established a trust, known as the Rancho Santa Fe National Bank Directors Deferred Compensation Trust and intends hereby to amend and restate such trust pursuant to the terms hereof and to rename such trust the First Community Bancorp Directors Deferred Compensation Trust (hereinafter referred to as the "Trust") and shall contribute to the Trust assets that shall be held therein, subject to the claims of the Company's creditors in the event of the Company's Insolvency, as herein defined, until paid to Plan participants and their beneficiaries in such manner and at such times as specified in the Plan;

        WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of the Plan as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended;

        WHEREAS, it is the intention of the Company to make contributions to the Trust to provide itself with a source of funds to assist it in the meeting of its liabilities under the Plan;

        NOW, THEREFORE, the parties do hereby establish the Trust and agree that the Trust shall be comprised, held and disposed of as follows:

        1. ESTABLISHMENT OF TRUST.     

        (a)   The Company hereby deposits with Trustee in trust cash or shares of common stock ("Common Stock") of the Company which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement.

        (b)   The Trust hereby established is revocable by the Company; it shall become irrevocable upon the occurrence of a Change in Control (as defined in the Plan).

        (c)   The trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly.

        (d)   The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of Plan participants and the general creditors of the Company as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plan and this Trust Agreement shall be mere unsecured contractual rights of Plan participants and their beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein.

        (e)   The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property (including, but not limited to, Common Stock) in trust with Trustee to augment the principal to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits.

        (f)    Upon a Change in Control (as defined under the Plan), the Company shall, as soon as possible, but in no event longer than thirty (30) days following the occurrence of a Change in Control make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% of the amount necessary to pay each Plan participant or beneficiary the benefits to which participants or their beneficiaries would have accrued pursuant to the terms of the Plan which, as of the date on which the Change in Control occurred, provide for funding of the Trust (or if payments have already been made to a Participant, the amount of the remaining payments), less any amounts credited to each such participant's account under the Trust as of the date of such contribution.

        (g)   Within thirty (3) days following each anniversary of the Change in Control, the Company shall make an irrevocable contribution to the Trust in an amount that is sufficient to fund the Trust in an amount equal to no less than 100% of the amount necessary to pay each Plan participant or beneficiary the benefits to which such participants or beneficiaries have accrued pursuant to the Plan as of such anniversary (or if payments have already been made to a participant, the amount of the remaining payments), less any amounts credited to each such participant's account under the Trust as of the date of such contribution.

        (h)   In the event that any of the contributions described in Sections 1(f) or (g) above have not been received by the Trustee within sixty (60) days from the date of a Change in Control and each anniversary thereof, as the case may be, the Trustee shall notify the Company in writing. In the event any such contributions are not received by the Trust within ten (10) business days of the date of delivery of such notice, the Trustee shall institute an action to collect such contributions.

        2. PAYMENTS TO PLAN PARTICIPANTS AND THEIR BENEFICIARIES.     

        (a)   The Company shall deliver to Trustee a schedule (the "Payment Schedule") that indicates the amounts payable in respect of each Plan participant (and his or her beneficiaries), that provides a formula or other instructions acceptable to Trustee for determining the amounts so payable, the form in which such amount is to be paid (as provided for or available under the Plan(s)), and the time of commencement for payment of such amounts. Payments reflected on such Payment Schedule may not be reduced after a Change in Control without the consent of the affected Plan participant (or others with an entitlement under the Plan if such participant is not living), except to reflect payments made to the Plan participant in accordance with the Plan and notional investment losses (netted against notional investment gains) credited in accordance with the Plan. Except as otherwise provided herein, Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule. The Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plan and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Company.

        (b)   The entitlement of a Plan participant or his or her beneficiaries to benefits under the Plan shall be determined by the Company or such party as it shall designate under the Plan and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plan.

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        (c)   The Company may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. The Company shall notify Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Plan, the Company shall make the balance of each such payment as it falls due. Trustee shall notify the Company where principal and earnings are not sufficient.

        3. TRUSTEE RESPONSIBILITY REGARDING PAYMENTS TO TRUST BENEFICIARY WHEN THE COMPANY IS INSOLVENT.     

        (a)   Trustee shall cease payment of benefits to Plan participants and their beneficiaries if the Company is Insolvent. The Company shall be considered "Insolvent" for purposes of this Trust Agreement if (i) the Company is unable to pay its debts as they become due, or (ii) the Company is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

        (b)   At all times during the continuance of this Trust, as provided in Section 1(d) hereof, the principal and income of the Trust shall be subject to claims of general creditors of the Company under federal and state law as set forth below.

          (i)  The Compensation Committee (as defined in the Plan) and the Chief Executive Officer of the Company shall have the duty to inform Trustee in writing of the Company's Insolvency. If a perso