0001104659-03-029164.txt : 20031223 0001104659-03-029164.hdr.sgml : 20031223 20031223160531 ACCESSION NUMBER: 0001104659-03-029164 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20031223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SWEENEY JACK A CENTRAL INDEX KEY: 0001068904 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1801 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 MAIL ADDRESS: STREET 1: 1801 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIRST REGIONAL BANCORP CENTRAL INDEX KEY: 0000356708 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 953582843 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-34069 FILM NUMBER: 031071153 BUSINESS ADDRESS: STREET 1: 1801 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 BUSINESS PHONE: 3105521776 MAIL ADDRESS: STREET 1: 1801 CENTURY PARK EAST CITY: LOS ANGELES STATE: CA ZIP: 90067 FORMER COMPANY: FORMER CONFORMED NAME: GREAT AMERICAN BANCORP DATE OF NAME CHANGE: 19880309 SC 13D/A 1 a03-6512_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 3)*

First Regional Bancorp

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

33615C

(CUSIP Number)

Steven J. Sweeney, Esq.
Executive Vice President
and General Counsel
First Regional Bank
1801 Century Park East
Los Angeles, California 90067
(310) 552-1776

Gary M. Horgan, Esq.
Horgan, Rosen, Beckham & Coren, L.L.P.
23975 Park Sorrento, Suite 200
Calabasas, California 91302
(818) 340-6100

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

January 10, 2000

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 33615C

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Jack A. Sweeney

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			[ ]
		(b)			[ ]

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) PF

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ]

	6.	Citizenship or Place of Organization U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 1,202,001

			8.	Shared Voting Power 135,000

			9.	Sole Dispositive Power 1,052,001

			10.	Shared Dispositive Power 135,000

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,152,001

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]

	13.	Percent of Class Represented by Amount in Row (11) 39.4*

	14.	Type of Reporting Person (See Instructions) IN

* The calculation is based on a total of 2,925,930 shares of Common Stock, which is the number of shares outstanding as of November 12, 2003, as last reported by the Issuer in its Form 10-Q filed with the SEC on November 14, 2003.

Item 1.	Security and Issuer
This Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D of Jack A. Sweeney relates to the common stock, no par value per share (the “Common Stock”), of First Regional Bancorp (the “Issuer”). This Amendment No. 3 is being filed to amend the Schedule 13D which was originally filed with the Securities and Exchange Commission (the “SEC”) on July 25, 1983 and previously amended by Amendment No. 1, filed with the SEC on August 25, 1998, and by Amendment No. 2, filed with the SEC on December 7, 1999 (“Amendment No. 2”). The principal executive offices of the Issuer are located at 1801 Century Park East, Suite 800, Los Angeles, California 90067.
Item 2.	Identity and Background
(a) This statement is being filed by Jack A. Sweeney, an individual, sometimes referred to as the “Reporting Person”.
(b)-(c) Jack A. Sweeney, a natural person, is the Chairman of the Board and Chief Executive Officer of First Regional Bancorp. The address of his principal office and principal place of business is 1801 Century Park East, Suite 800, Los Angeles, California 90067.
(d)-(e) During the last five years, the Reporting Person has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. Sweeney is a citizen of the United States of America.
Item 3.	Source and Amount of Funds or Other Consideration
The Reporting Person used personal funds to acquire 30,000 shares of Common Stock on January 10, 2000 pursuant to the exercise of a stock option under the Issuer’s 1991 Stock Option Plan, which shares were thereafter assigned by the Reporting Person to Trust A-1 of the Sweeney Family Trust U/I 11/13/98 (the “Trust”) for no consideration. The Reporting Person acquired 648,905 shares of Common Stock in January 2000 pursuant to a settlement agreement, the terms of which are described in Amendment No. 2 and an abstract of which appears as Exhibit 4.1.1 to Amendment No. 2. These 648,905 shares of Common Stock were assigned by Mr. Sweeney to the Trust, effective December 10, 2003, for no consideration. The Trust is a revocable trust of which Mr. Sweeney is the settlor, sole trustee and sole beneficiary, and such shares are held by the Trust as the sole and separate property of Jack A. Sweeney.
Item 4.	Purpose of Transaction
The Reporting Person acquired beneficial ownership of all shares of Common Stock beneficially owned by him for investment purposes. Mr. Sweeney intends to transfer additional shares of Common Stock to the Trust from time to time in the future.
Mr. Sweeney intends to sell 10,000 shares of beneficially owned Common Stock to the Issuer, in block transactions, on the tenth (10^th) business day of January in 2004, 2005, 2006, 2007, 2008 and 2009, for a total sale of 60,000 shares of Common Stock. The sales price will be one dollar ($1) per share less than the closing sales price on the trading day immediately prior to the date of sale. The sales proceeds will be used for investment diversification purposes and, on occasion, for personal expenses. On December 18, 2003, the Issuer’s Board of Directors approved the purchase by the Issuer of 60,000 shares of Common Stock upon the foregoing terms.

Item 5.	Interest in Securities of the Issuer
(a) Mr. Sweeney beneficially owns 1,152,001 shares of Common Stock, representing 39.4% of the outstanding shares of Common Stock. The calculation is based on a total of 2,925,930 shares of Common Stock, which is the number of shares outstanding as of November 12, 2003, as last reported by the Issuer in its Form 10-Q filed with the SEC on November 14, 2003.
(b) Mr. Sweeney has sole voting power with respect to 1,202,001 shares of Common Stock. These shares include 281,400 shares held directly by the Reporting Person in his name; 678,905 shares held by the Trust, as described in Item 3, above (which is incorporated herein by reference); 31,696 shares beneficially held by Mr. Sweeney in the Issuer’s 401(k) plan, all of which shares are vested; 60,000 shares which the Reporting Person has the right to acquire within 60 days pursuant to the exercise of a stock option granted pursuant to the Issuer’s 1999 Stock Option Plan; and 150,000 unallocated shares held for the benefit of employees of the Issuer’s subsidiary, First Regional Bank, pursuant to an Employee Stock Ownership Plan (“ESOP”).
Mr. Sweeney has shared voting power with respect to 135,000 shares of Common Stock. These shares include 100,000 shares jointly held with Marilyn J. Sweeney, the Reporting Person’s wife and a Director of the Issuer, and 35,000 shares held by the Sweeney Foundation. Shares held by the Sweeney Foundation are voted by majority vote of its Board of Directors, which is comprised of Jack A. Sweeney, Marilyn J. Sweeney and Steven J. Sweeney, who is the Reporting Person’s son and who serves as Executive Vice President and General Counsel and a Director of the Issuer’s subsidiary, First Regional Bank.
Mr. Sweeney has sole dispositive power with respect to 1,052,001 shares of Common Stock. These shares include all shares for which Mr. Sweeney has sole voting power, as described above, except for shares held in the Issuer’s ESOP. Mr. Sweeney, as trustee of the Issuer’s ESOP, has no dispositive power or pecuniary interest in any of the ESOP shares and is not a participant in the ESOP. In addition, the Reporting Person has only limited voting rights as to the 150,000 unallocated ESOP shares. The Reporting Person disclaims beneficial ownership of the ESOP shares, and this report shall not be deemed an admission that the Reporting Person is a beneficial owner of such shares for any purpose.
Mr. Sweeney has shared dispositive power with respect to 135,000 shares of Common Stock. These shares include 100,000 shares jointly held with Marilyn J. Sweeney, and 35,000 shares held by the Sweeney Foundation.
(c) As previously disclosed in Amendment No. 2, the Reporting Person acquired 648,905 shares of Common Stock pursuant to the terms of a settlement agreement in January 2000. On December 10, 2003, the Reporting Person transferred such shares to the Trust, for no consideration, as described in Item 3, above.
As previously disclosed in a Form 4 filed with the SEC by the Reporting Person, on January 10, 2000, the Reporting Person purchased 30,000 shares of Common Stock from the Issuer at a price of $7.06. Such purchase was made pursuant to the exercise of a stock option under the Issuer’s 1991 Stock Option Plan. Such shares were thereafter assigned to the Trust.
As previously disclosed in Forms 4 filed with the SEC, the Reporting Person transferred shares to irrevocable trusts for the benefit of the Reporting Person’s children and grandchildren. All such transfers were made pursuant to gifts for no consideration. These transfers included gifts aggregating 14,000 shares on April 10, 2000, 5,600 shares on January 11, 2001, and 4,204 shares on February 26, 2002.
As previously disclosed in Forms 4 filed with the SEC, the Reporting Person sold shares of Common Stock as follows: 10,000 shares at $8.00 per share on January 17, 2001; 12,400 shares at $8.75 per share on February 5, 2001; 20,000 shares at $12.00 per share on January 23, 2002; and 30,000 shares at $15.75 per share on January 2, 2003. These sales were made pursuant to block sales to the Issuer, which sales had been previously approved by the Issuer’s Board of Directors.

As previously disclosed in a Form 4 filed with the SEC, on June 5, 2001, the Reporting Person transferred 100,000 shares to be thereafter held jointly by the Reporting Person and Marilyn J. Sweeney, the Reporting Person’s wife and a Director of the Issuer. Such shares had previously been held in the Reporting Person’s name alone, as his separate property. Such transfer was made pursuant to a gift, for no consideration.
As previously reported in a Form 4 filed with the SEC, on November 12, 2002, the Issuer granted the Reporting Person an option to purchase up to 100,000 shares of Common Stock pursuant to the Issuer’s 1999 Stock Option Plan. The option vests over five years, as follows: 50,000 option shares on December 31, 2002, and 10,000 option shares on December 31 of 2003, 2004, 2005, 2006 and 2007. The option expires on November 1, 2012. The exercise price per option share is $11.50, which was $0.01 less than the closing sale price of the Common Stock as of November 11, 2002, the date immediately preceding the date of grant.
As previously reported in a Form 4 filed with the SEC, on September 22, 2003, the Issuer granted the Reporting Person an option to purchase up to 26,000 shares of Common Stock pursuant to the Issuer’s 1999 Stock Option Plan. The option vests over seven years, as follows: 3,714 option shares on October 1 of 2004, 2005, 2006, 2007, 2008, 2009 and 3,716 option shares on October 1, 2010. The option expires on September 1, 2013. The exercise price per option share is $20.79, which was the closing sale price of the Common Stock as of September 17, 2003, the date immediately preceding the date on which the Issuer’s Board of Directors approved the grant of the option.
(d) Not applicable.
(e) Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item No. 4 of this Amendment No. 3, above, is incorporated herein by reference. The last two paragraphs of Item 5(c) of this Amendment No. 3, above, are incorporated herein by reference.
Item 7.	Material to Be Filed as Exhibits

Exhibit No.		Description

Exhibit 1		Stock Option Agreement, dated November 12, 2002, between First Regional Bancorp and Jack A. Sweeney

Exhibit 2		Stock Option Agreement, dated September 22, 2003, between First Regional Bancorp and Jack A. Sweeney

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	December 23, 2003
	Date
	/s/ Jack A. Sweeney
	Signature
	Jack A. Sweeney
	Name/Title

EX-1 3 a03-6512_1ex1.htm EX-1

Exhibit 1

FIRST REGIONAL BANCORP

STOCK OPTION AGREEMENT

1999 STOCK OPTION PLAN

Non-Qualified Stock Option

THIS AGREEMENT, dated as of the 12^th day of November, 2002, by and between First Regional Bancorp, a California corporation (the “Corporation”), and Jack A. Sweeney (“Optionee”);

WHEREAS, pursuant to the Corporation’s 1999 Stock Option Plan (the “Plan”), the Board of Directors has authorized the grant to Optionee of a Stock Option to purchase all or any part of One Hundred Thousand (100,000) authorized but unissued shares of the Corporation’s no par value Common Stock at the price of Eleven Dollars and Fifty Cents ($11.50) per share, such Stock Option to be for the term and upon the terms and conditions hereinafter stated;

NOW, THEREFORE, it is hereby agreed:

1. Grant of Stock Option. Pursuant to said action of the Board of Directors, the Corporation hereby grants to Optionee the option to purchase, upon and subject to the terms and conditions of the Plan, which is incorporated in full herein by this reference, all or any part of One Hundred Thousand (100,000) Option Shares of the Corporation’s Common Stock at the price of Eleven Dollars and Fifty Cents ($11.50) per share. The Stock Option granted hereunder is not intended to qualify as an Incentive Stock Option within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended.

2. Exercisability. This Stock Option shall be exercisable as to Fifty Thousand Option Shares on December 31, 2002; as to Ten Thousand Option Shares on December 31, 2003; as to Ten Thousand Option Shares on December 31, 2004; as to Ten Thousand Option Shares on December 31, 2005; as to Ten Thousand Option Shares on December 31, 2006; and as to Ten Thousand Option Shares on December 31, 2007. This Stock Option shall remain exercisable as to all of such Option Shares until November 1, 2012, at which time it shall expire in its entirety, unless this Stock Option has expired or terminated earlier in accordance with the provisions hereof or of the Plan. Option Shares as to which this Stock Option become exercisable may be purchased at any time prior to expiration of this Stock Option.

3. Exercise of Stock Option. This Stock Option may be exercised by written notice delivered to the Corporation stating the number of Option Shares with respect to which this Stock Option is being exercised, together with cash (or bank, cashier’s or certified check) equal to the full amount of the purchase price of such Option Shares. Not less than ten (10) Option Shares may be purchased at any one time unless the number purchased is the total number which remains to be purchased under this Stock Option and in no event may the Stock Option be exercised with respect to fractional shares. Upon exercise, Optionee shall make appropriate arrangements and shall be responsible for the withholding of all federal and state income taxes then due, if any.

or on the date specified in Paragraph 2 hereof, whichever is earlier. During such period after cessation of employment or affiliation, this Stock Option shall be exercisable only as to those increments, if any, which had become exercisable as of the date on which the Optionee ceased to be employed by or affiliated with the Corporation or Subsidiary, and any Stock Options or increments which had not become exercisable as of such date shall expire and terminate automatically on such date.

5. Termination for Cause. If Optionee’s employment by or affiliation with the Corporation or a Subsidiary is terminated for cause, this Stock Option shall automatically expire unless reinstated by the Board of Directors within thirty (30) days of such termination by giving written notice of such reinstatement to Optionee. In the event of such reinstatement, Optionee may exercise this Stock Option only to such extent, for such time, and upon such terms and conditions as if Optionee had ceased to be employed by or affiliated with the Corporation or a Subsidiary upon the date of such termination for a reason other than cause, disability or death. Termination for cause shall include, but shall not be limited to, termination for malfeasance or gross misfeasance in the performance of duties or conviction of illegal activity in connection therewith, or any conduct detrimental to the interests of the Corporation or a Subsidiary, and, in any event, the determination of the Board of Directors with respect thereto shall be final and conclusive.

6. Disability or Death of Optionee. If Optionee becomes disabled or dies while employed by or affiliated with the Corporation or a Subsidiary, or during the three-month period referred to in Paragraph 4 hereof, this Stock Option shall automatically expire and terminate one (1) year after the date of Optionee’s disability or death or on the day specified in Paragraph 2 hereof, whichever is earlier. After Optionee’s disability or death but before such expiration, the

person or persons to whom Optionee’s rights under this Stock Option shall have passed by order of a court of competent jurisdiction or by will or the applicable laws of descent and distribution, or the executor, administrator or conservator of Optionee’s estate, subject to the provisions of Paragraph 12 hereof, shall have the right to exercise this Stock Option to the extent that increments, if any, had become exercisable as of the date on which Optionee ceased to be employed by or affiliated with the Corporation or a Subsidiary. For purposes hereof, “disability” shall have the same meaning as set forth in the Plan.

7. Nontransferability. This Stock Option shall not be transferable except by will or by the laws of descent and distribution, and shall be exercisable during Optionee’s lifetime only by Optionee.

8. Employment. This Agreement shall not obligate the Corporation or a Subsidiary to employ Optionee for any period, nor shall it interfere in any way with the right of the Corporation or a Subsidiary to increase or reduce Optionee’s compensation.

9. Privileges of Stock Ownership. Optionee shall have no rights as a stockholder with respect to the Option Shares unless and until said Option Shares are issued to Optionee as provided in the Plan. Except as provided in the Plan, no adjustment will be made for dividends or other rights in respect of which the record date is prior to the date such stock certificates are issued.

10. Modification and Termination by Board of Directors. The rights of Optionee are subject to modification and termination upon the occurrence of certain events as provided in the Plan. Upon adoption by the requisite holders of the Corporation’s outstanding shares of Common Stock of any plan of dissolution, liquidation, reorganization, merger, consolidation or sale of all or substantially all of the assets of the Corporation to another corporation which

would, upon consummation, result in termination of this Stock Option in accordance with the Plan, this Stock Option shall become immediately exercisable as to all unexercised Option Shares notwithstanding the incremental exercise provisions of Paragraph 2 of this Agreement, for a period then specified by the Board of Directors, but in any event not less than thirty (30) days, on the condition that the terminating event described in the Plan is consummated. If such terminating event is not consummated, this Stock Option shall be exercisable in accordance with the terms of the Agreement, excepting this Paragraph 10.

11. Notification of Sale. Optionee agrees that Optionee, or any person acquiring Option Shares upon exercise of this Stock Option, will notify the Corporation in writing not more than five (5) days after any sale or other disposition of such Shares.

12. Approvals. This Stock Option may not be exercised unless and until all applicable requirements of all regulatory agencies having jurisdiction with respect thereto, and of the securities exchanges upon which securities of the Corporation are listed, if any, have been complied with.

13. Notices. All notices to the Corporation provided for in this Agreement shall be addressed to it in care of its Chief Executive Officer, Chief Financial Officer or Secretary at its main office and all notices to Optionee shall be addressed to Optionee’s address on file with the Corporation or a Subsidiary, or to such other address as either may designate to the other in writing, all in compliance with the notice provisions set forth in the Plan.

14. Incorporation of Plan. All of the provisions of the Plan are incorporated herein by reference as if set forth in full in this Agreement. In the event of any conflict between the terms of the Plan and any provision contained herein, the terms of the Plan shall be controlling and the conflicting provisions contained herein shall be disregarded.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

	FIRST REGIONAL BANCORP


	By:	/s/ H. Anthony Gartshore
		H. Anthony Gartshore,
		President


	OPTIONEE


	/s/ Jack A. Sweeney
	Jack A. Sweeney

EX-2 4 a03-6512_1ex2.htm EX-2

Exhibit 2

FIRST REGIONAL BANCORP

STOCK OPTION AGREEMENT

1999 STOCK OPTION PLAN

Non-Qualified Stock Option

THIS AGREEMENT, dated as of the 22^nd day of September, 2003, by and between First Regional Bancorp, a California corporation (the “Corporation”), and Jack A. Sweeney (“Optionee”);

WHEREAS, pursuant to the Corporation’s 1999 Stock Option Plan (the “Plan”), the Board of Directors has authorized the grant to Optionee of a Stock Option to purchase all or any part of Twenty Six Thousand (26,000) authorized but unissued shares of the Corporation’s no par value Common Stock at the price of Twenty Dollars and Seventy-Nine Cents ($20.79) per share, such Stock Option to be for the term and upon the terms and conditions hereinafter stated;

NOW, THEREFORE, it is hereby agreed:

1. Grant of Stock Option. Pursuant to said action of the Board of Directors, the Corporation hereby grants to Optionee the option to purchase, upon and subject to the terms and conditions of the Plan, which is incorporated in full herein by this reference, all or any part of Twenty Six Thousand (26,000) Option Shares of the Corporation’s Common Stock at the price of Twenty Dollars and Seventy-Nine Cents ($20.79) per share. The Stock Option granted hereunder is not intended to qualify as an Incentive Stock Option within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended.

2. Exercisability. This Stock Option shall be exercisable as to 3714 Option Shares on October 1, 2004; as to 3714 Option Shares on October 1, 2005; as to 3714 Option Shares on October 1, 2006; as to 3714 Option Shares on October 1, 2007; as to 3714 Option Shares on October 1, 2008; as to 3714 Option Shares on October 1, 2009 and as to 3716 Option Shares on October 1, 2010. This Stock Option shall remain exercisable as to all of such Option Shares until September 1, 2013, at which time it shall expire in its entirety, unless this Stock Option has expired or terminated earlier in accordance with the provisions hereof or of the Plan. Option Shares as to which this Stock Option become exercisable may be purchased at any time prior to expiration of this Stock Option.

4. Cessation of Affiliation. Except as provided in Paragraph 5 hereof, if, for any reason other than Optionee’s disability or death, Optionee ceases to be employed by or affiliated with the Corporation or a Subsidiary, this Stock Option shall expire three (3) months thereafter or on the date specified in Paragraph 2 hereof, whichever is earlier. During such period after cessation of employment or affiliation, this Stock Option shall be exercisable only as

to those increments, if any, which had become exercisable as of the date on which the Optionee ceased to be employed by or affiliated with the Corporation or Subsidiary, and any Stock Options or increments which had not become exercisable as of such date shall expire and terminate automatically on such date.

and distribution, or the executor, administrator or conservator of Optionee’s estate, subject to the provisions of Paragraph 12 hereof, shall have the right to exercise this Stock Option to the extent that increments, if any, had become exercisable as of the date on which Optionee ceased to be employed by or affiliated with the Corporation or a Subsidiary. For purposes hereof, “disability” shall have the same meaning as set forth in the Plan.

7. Nontransferability. This Stock Op tion shall not be transferable except by will or by the laws of descent and distribution, and shall be exercisable during Optionee’s lifetime only by Optionee.

unexercised Option Shares notwithstanding the incremental exercise provisions of Paragraph 2 of this Agreement, for a period then specified by the Board of Directors, but in any event not less than thirty (30) days, on the condition that the terminating event described in the Plan is consummated. If such terminating event is not consummated, this Stock Option shall be exercisable in accordance with the terms of the Agreement, excepting this Paragraph 10.

13. Notices. All notices to the Corporation provided for in this A greement shall be addressed to it in care of its Chief Executive Officer, Chief Financial Officer or Secretary at its main office and all notices to Optionee shall be addressed to Optionee’s address on file with the Corporation or a Subsidiary, or to such other address as either may designate to the other in writing, all in compliance with the notice provisions set forth in the Plan.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

	FIRST REGIONAL BANCORP


	By:	/s/ Lawrence J. Sherman
		Lawrence J. Sherman, Vice Chairman


	OPTIONEE


	/s/ Jack A. Sweeney
	Jack A. Sweeney

Under the Securities Exchange Act of 1934 (Amendment No. 3)*

Signature

President

Under the Securities Exchange Act of 1934
(Amendment No. 3)*