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Exhibit 2.1

Amendment No. 2 to Stock Purchase Agreement

This AMENDMENT NO. 2, dated as of February 24, 2012 (this “Amendment”), to the Stock Purchase Agreement, dated as of June 3, 2011, as amended on November 28, 2011 (the “Purchase Agreement”), by and among First PacTrust Bancorp, Inc., a Maryland corporation (“Buyer”), Gateway Bancorp, a California corporation (“Company”), each selling stockholder thereto (each, a “Seller” and collectively, “Sellers”) and, solely for the purposes of effectuating the provisions of Article IX of the Purchase Agreement, the D & E Tarbell Trust, u/d/t dated February 19, 2002 (in its capacity as Sellers’ Representative, the “Sellers’ Representative”).

WITNESSETH:

WHEREAS, Buyer, Company, Sellers and Sellers’ Representative (together, the “Parties”) have entered into the Purchase Agreement; and

WHEREAS, the Parties entered into Amendment No. 1 to the Purchase Agreement on November 28, 2011; and

WHEREAS, subject to the terms and conditions set forth in this Amendment, the Parties desire to amend the Purchase Agreement by entering into this Amendment.

NOW, THEREFORE, for and in consideration of the foregoing recitals and of the mutual covenants contained in this Amendment, the Parties do hereby agree as follows:

1. Modification; Full Force and Effect. Except as expressly modified and superseded by this Amendment, the terms and provisions of the Purchase Agreement are and shall continue to be in full force and effect.

2. Definitions. Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Purchase Agreement.

3. Other Terms. (i) The definition of “End Date” in Section 10.8 of the Purchase Agreement shall be restated to mean “April 30, 2012; provided that the End Date shall automatically extend to June 30, 2012 unless either (x) Buyer or (y) a majority of the Sellers (based on percentage ownership of Company Common Stock) provide to the other party no less than 30 days’ prior written notice of its intention not to permit such automatic extension.”; (ii) Section 8.1(c) shall be amended by changing “February 3, 2012” to “the End Date”; and (iii) the provisions of Sections 10.2, 10.3, 10.4, 10.6, 10.7, 10.9 and 10.10 of the Purchase Agreement shall apply mutatis mutandis to this Amendment.

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IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first above written.

FIRST PACTRUST BANCORP, INC.

By:                 /s/ Gregory A. Mitchell
Name:             Gregory A. Mitchell
Title:               President and Chief Executive Officer