FIRST COMMUNITY BANCORP DIRECTORS DEFERRED COMPENSATION PLAN

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Exhibit 10.2

FIRST COMMUNITY BANCORP
DIRECTORS DEFERRED COMPENSATION PLAN
(AMENDED AND RESTATED AS OF AUGUST 29, 2003)

        This First Community Bancorp Directors Deferred Compensation Plan (this "Plan"), formerly known as the Rancho Santa Fe National Bank Directors Deferred Compensation Plan, is amended and restated effective as of August 29, 2003.

        1. DEFERRAL OF FEES.     

        a.     The directors ("Directors") of First Community Bancorp (the "Company") and any of its subsidiaries that have been selected by the Board of Directors (the "Board") of the Company to participate in this Plan, including employee Directors, shall be eligible to participate in this Plan. From time to time, the eligible Directors may, by written notice given in accordance with this Plan, elect to have deferred as herein provided up to:

        (1)   100% of their Director's fees and bonuses (collectively, "Eligible Cash Amounts");

        (2)   100% of their Stock Awards (as defined in the First Community Bancorp 2003 Stock Incentive Plan (the "Stock Incentive Plan") and SARs (as defined in the Stock Incentive Plan) (or awards similar to Stock Awards and SARs under any successor equity based award plan of the Company) (collectively, "Eligible Equity Amounts" and, together with Eligible Cash Amounts, "Eligible Amounts"); and

        (3)   such percentage of such other amounts (including, but not limited to, base salary) as the Committee (as defined herein) may determine in its sole discretion.

        Any such Eligible Amounts which are deferred in accordance with this Plan shall be referred to herein as "Deferred Amounts".

        b.     Any deferral elections with respect to Eligible Cash Amounts shall be exercised in writing by the Director in accordance with this Plan prior to the later to occur of the following:

        (1)   the first day of the calendar year in which the Director begins earning the Eligible Amounts; and

        (2)   the first day of the calendar month next following the date the Director first becomes eligible to participate in this Plan; provided, however, that any election made after the first day of the calendar year in which the Director begins earning the Eligible Amounts shall only apply to Eligible Amounts earned after the first day of the calendar quarter following the date of election.

        c.     Any deferral election with respect to Eligible Equity Amounts shall be exercised in writing by the Director in accordance with this Plan on the earliest to occur of the following:

        (1)   Immediately prior to the date on which the Director would otherwise have vested therein (other than a Stock Award that is in the form of a restricted stock award);

        (2)   December 31 ^st of the year prior to the calendar year in which a restricted stock award (or the first tranche of such restricted stock award) is scheduled to vest; and

        (3)   an earlier date elected by the Director.

        Each Director's initial election to defer any Eligible Cash Amount or Eligible Equity Amount under this Plan shall also state whether the Deferred Amounts subject to such deferral election (and each subsequent deferral election) shall be payable in a lump sum or annual installments for a period not to exceed ten years. An election to defer Eligible Cash Amounts, once made, shall continue to be effective for Eligible Cash Amounts earned during succeeding calendar years until revoked or amended

by the Director prior to the first day of the calendar year to which such revocation or amendment applies.

        d.     Deferred Amounts shall be subject to the rules set forth in this Plan or as prescribed by the Committee pursuant to Section 2, any deferral election and allocation form (each, an "Election Form") required by the Committee to be entered into in connection herewith, and each Director shall have the right to receive cash or in kind payments on account of previously Deferred Amounts only in the amounts and under the circumstances set forth in this Plan and each applicable Election Form.

        e.     This Plan, in conjunction with each applicable Election Form, is intended to meet the requirements for the affirmative defense set forth in Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to any Deferred Amounts which are deemed to be invested in the Company's common stock, no par value per share ("Common Stock), pursuant to this Plan.

        2. COMMITTEE.     Full power and authority to construe, interpret and administer this Plan, shall be vested in a committee (the "Committee" or "Plan Administrator") comprised entirely of non-director executive officers of the Company and chaired by the Chief Financial Officer of the Company. The other members of the Committee shall be the Company's General Counsel, the Company's Director of Human Resources and the Chief Financial Officer(s) of the Company's subsidiary banks. Any member of the Committee may bind the Administrator. The Committee may delegate authority to any officer of the Company to carry out its functions from time to time. The Committee shall have full power and authority to make each determination provided for under this Plan, and in this connection, to promulgate such rules and regulations as the Committee considers necessary, appropriate or desirable for the implementation and management of this Plan. Notwithstanding the terms of this Plan or any Election Form entered into by a Director to the contrary, the Committee may, prior to the occurrence of a Change in Control (as defined below), determine in its sole discretion to pay a Director's Account balance in single lump sum payment. All determinations made by the Committee prior to a Change in Control shall be conclusive upon the Company, each current and former Director and their respective estates, beneficiaries, heirs, assigns, trusts and legal representatives.

        3. DEFERRED COMPENSATION ACCOUNTS.     Except as provided in Section 4, any Eligible Amounts deferred by a Director shall not be funded or set aside for future payment by the Company. Instead, the Company shall establish on its books a separate bookkeeping account (each, an "Account") for each Director who participates in this Plan. Each such Account shall be maintained as follows:

        a.     Each Account shall be credited with the Eligible Amounts elected to be deferred by the Director for whom such Account is established, in the case of Deferred Amounts that Eligible Cash Amounts, as of the date on which such Eligible Cash Amounts would otherwise have been paid to the Director and, in the case of Deferred Amounts that are Eligible Equity Amounts, as of the date determined in accordance with Section 1(c) hereof. Dividends payable with respect to any Stock Award that has been credited to a Director's Account shall be automatically credited to such Director's Account as of the date such dividend would otherwise have been paid to the Director and shall be deemed to be invested in the same form and in the same manner as such Director's Eligible Cash Amounts as in effect for the Plan year during which such dividends are paid; provided, however, that in the event such Director has not elected to defer any Eligible Cash Amounts for such Plan year, the dividends shall be deemed to be invested in Common Stock in accordance with the provisions of Section 3(b)(3) hereof.

        b.     Each Director shall have the option to elect to have any Deferred Amounts relating to Eligible Cash Amounts deemed to be invested in either Common Stock or a money market mutual fund selected by the Committee in its sole discretion (an "Investment Election") and shall be

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credited with the performance of each such hypothetical investment as if the Deferred Amounts in such Account had actually been invested in accordance with such Investment Election. Each Investment Election shall be made in the following manner:

        (1)   With respect to a Director's initial deferral of an Eligible Cash Amount, such Director shall make an Investment Election by designating a fixed dollar amount (including zero) or a percentage (expressed in whole percentages) of any Deferred Amounts relating to Eligible Cash Amounts to be credited to such Director's Account during the succeeding calendar year and each successive calendar year thereafter (until such Investment Election is terminated or amended by the Director in accordance with the terms of subsection (2) below) that shall be deemed to be invested in Common Stock;

        (2)   With respect to each subsequent Investment Election, prior to December 15 ^th of each calendar year, each Director participating in this Plan shall be eligible to designate (a) a fixed dollar amount (including zero) or a percentage (expressed in whole percentages) of any Deferred Amounts relating to Eligible Cash Amounts to be credited to such Director's Account during the succeeding calendar year and each successive calendar year thereafter (until such Investment Election is changed by the Director in accordance with the terms of this subsection (2)) that shall be deemed to be invested in Common Stock and (b) a fixed dollar amount (including zero) or a percentage (expressed in whole percentages) of any such Deferred Amounts already credited to such Director's Account in prior calendar years that shall be deemed to be invested in Common Stock;

        (3)   The Investment Elections described in subsections (1) and (2)(a) above shall be effective (i) on March 15 ^th (or if such day is not a trading day on the first trading day thereafter and shall be based on the average trading price of the Common Stock on the National Association of Securities Dealers Automated Quotations National Market (the "Nasdaq National Market") for such day) of the calendar year following the year such election was made for Deferred Amounts first credited to such Director's Account between January 1 ^st to March 10 ^th of such calendar year, (ii) on the 15 ^th of April (or if such day is not a trading day on the first trading day thereafter and shall be based on the average trading price of the Common Stock on the Nasdaq National Market for such day) for amounts first credited to such Director's Account between March 11 ^th and April 10 ^th , and (iii) on the 15 ^th of each subsequent month (or if such day is not a trading day on the first trading day thereafter and shall be based on the average trading price of the Common Stock on the Nasdaq National Market for such day) during such calendar year, to the extent such Deferred Amounts were first credited to such Director's between the 11 ^th day of the immediately preceding month and the 10 ^th day of such subsequent month.

        c.     Until such time as Deferred Amounts that are first credited to a Director's Account prior to March 11 ^th or the 11 ^th day of a subsequent month can be deemed to be invested in Common Stock as described in subsection b. above, such Deferred Amounts shall be deemed to be invested in the money market mutual fund selected by the Committee. Any Deferred Amounts relating to Eligible Equity Amounts shall be deemed to be invested in Common Stock beginning on the date on which such Eligible Equity Amounts are credited to the Director's Account.

        d.     Each Director, and each beneficiary (as described in Section 6 below) of a Director's Account, shall, at all times, be and remain an unsecured general creditor of the Company with respect to any payments due and owing to such Director hereunder.

        4. TRUST.     

        a.     The Company may establish a "rabbi trust" (the "Trust") to aid in the accumulation of assets for payment of the Account balances. At any time prior to a Change in Control (as defined

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below), the Company may, in its discretion, contribute any amount (or no amount) to the Trust. The trustee of the Trust shall be a corporate trustee independent of the Company. Nothing herein shall be construed as requiring the Company to make any contributions to the Trust prior to a Change in Control. To the extent such contributions are actually made, the Trust's assets shall remain subject to the claims of the Company's general creditors in the event of its insolvency. Within thirty (30) days of the occurrence of a Change in Control, and within thirty (30) days of each anniversary of the Change in Control, the Company shall contribute to a separate Trust account maintained for each Director under the Trust, in cash or Common Stock, an amount equal to at least 100% of the then current value of each such Director's Account, less any amount already credited to such Director's Trust account as of the date of each such contribution. Amounts paid to Directors from the Trust shall discharge the obligations of the Company hereunder to the Directors to the extent of the payments so made.

        b.     For purposes of this Plan, "Change in Control" shall mean the occurrence of any of the following:

          (i)  Any "person" (for purposes of this definition, as such term is defined in Section 13(d) of the Exchange Act) is or becomes the "beneficial owner" (for purposes of this definition, as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company, or of any entity resulting from a merger