Exhibit 10.4



                            UNITED STATES OF AMERICA
                                   Before the
                          OFFICE OF THRIFT SUPERVISION



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In the Matter of            )                   Order No.:  WN-09-031
                            )
LOS PADRES BANK             )                   Effective Date: October 14, 2009
                            )
Solvang, California         )
OTS Docket No. 07935        )
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        STIPULATION AND CONSENT TO ISSUANCE OF ORDER TO CEASE AND DESIST
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     WHEREAS,  the Office of Thrift Supervision (OTS), acting by and through its
Regional  Director for the Western Region  (Regional  Director),  and based upon
information  derived  from  the  exercise  of  its  regulatory  and  supervisory
responsibilities,  has informed Los Padres Bank, Solvang, California, OTS Docket
No. 07935  (Association),  that the OTS is of the opinion that grounds  exist to
initiate an  administrative  proceeding  against the Association  pursuant to 12
U.S.C. ss. 1818(b);

     WHEREAS,  the  Regional  Director,  pursuant  to  delegated  authority,  is
authorized to issue Orders to Cease and Desist where a savings  association  has
consented to the issuance of an order; and

     WHEREAS,  the  Association  desires to cooperate  with the OTS to avoid the
time and expense of such administrative  cease and desist proceeding by entering
into this  Stipulation  and Consent to the Issuance of Order to Cease and Desist
(Stipulation)  and,  without  admitting or denying that such grounds exist,  but
only  admitting  the  statements  and  conclusions  in  Paragraphs 1 and 2 below
concerning Jurisdiction, hereby stipulates and agrees to the following terms:




Los Padres Bank
Stipulation and Consent to Issuance of Order to Cease and Desist
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Jurisdiction.
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1. The  Association is a "savings  association"  within the meaning of 12 U.S.C.
ss.  1813(b) and 12 U.S.C.  ss.  1462(4).  Accordingly,  the  Association is "an
insured  depository  institution"  as that  term is  defined  in 12  U.S.C.  ss.
1813(c).

2.  Pursuant  to 12  U.S.C.  ss.  1813(q),  the  Director  of  the  OTS  is  the
"appropriate   Federal  banking   agency"  with   jurisdiction  to  maintain  an
administrative enforcement proceeding against a savings association.  Therefore,
the  Association is subject to the authority of the OTS to initiate and maintain
an administrative  cease and desist proceeding  against it pursuant to 12 U.S.C.
ss. 1818(b).

OTS Findings of Fact.
---------------------

3. Based on its examination of the  Association  conducted as of April 27, 2009,
the OTS finds that the  Association  has engaged in unsafe and  unsound  banking
practices  which  have  resulted  in  deteriorating  asset  quality,   deficient
earnings, and inadequate capital at the Association.

Consent.
--------

4. The Association consents to the issuance by the OTS of the accompanying Order
to Cease and Desist (Order).  The Association  further agrees to comply with the
terms of the Order upon the Effective Date of the Order and stipulates  that the
Order complies with all requirements of law.

Finality.
---------

5.  The  Order is  issued  by the OTS  under 12  U.S.C.  ss.  1818(b).  Upon the
Effective  Date,  the  Order  shall  be a  final  order,  effective,  and  fully
enforceable by the OTS under the provisions of 12 U.S.C. ss. 1818(i).




Los Padres Bank
Stipulation and Consent to Issuance of Order to Cease and Desist
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Waivers.
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6. The Association waives the following:

     (a) the right to be  served  with a  written  notice  of the OTS's  charges
     against it as provided by 12 U.S.C. ss. 1818(b) and 12 C.F.R. Part 509;

     (b) the right to an administrative hearing of the OTS's charges as provided
     by 12 U.S.C. ss. 1818(b) and 12 C.F.R. Part 509;

     (c) the right to seek  judicial  review of the  Order,  including,  without
     limitation,  any such right provided by 12 U.S.C. ss. 1818(h), or otherwise
     to challenge the validity of the Order; and

     (d) any and all claims against the OTS, including its employees and agents,
     and any other governmental entity for the award of fees, costs, or expenses
     related to this OTS  enforcement  matter and/or the Order,  whether arising
     under common law, federal statutes, or otherwise.

OTS Authority Not Affected.
---------------------------

7. Nothing in this Stipulation or accompanying Order shall inhibit,  estop, bar,
or  otherwise  prevent  the OTS from  taking  any  other  action  affecting  the
Association  if at any time the OTS deems it appropriate to do so to fulfill the
responsibilities placed upon the OTS by law.

Other Governmental Actions Not Affected.
----------------------------------------

8. The Association  acknowledges  and agrees that its consent to the issuance of
the Order is solely for the purpose of resolving the matters  addressed  herein,
consistent with Paragraph 7 above,  and does not otherwise  release,  discharge,
compromise,  settle, dismiss, resolve, or in any way affect any actions, charges
against,  or liability of the Association  that arise pursuant to this action or
otherwise, and that may be or have been brought by any governmental entity other
than the OTS.




Los Padres Bank
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Miscellaneous.
--------------

9. The laws of the United States of America shall govern the construction and
validity of this Stipulation and of the Order.

10.  If any  provision  of this  Stipulation  and/or  the  Order  is ruled to be
invalid,  illegal,  or  unenforceable  by the decision of any Court of competent
jurisdiction,  the  validity,  legality,  and  enforceability  of the  remaining
provisions hereof shall not in any way be affected or impaired  thereby,  unless
the Regional Director in his or her sole discretion determines otherwise.

11. All references to the OTS in this  Stipulation and the Order shall also mean
any of the OTS's predecessors, successors, and assigns.

12. The section and paragraph headings in this Stipulation and the Order are for
convenience only and shall not affect the  interpretation of this Stipulation or
the Order.

13. The terms of this Stipulation and of the Order represent the final agreement
of the parties with respect to the subject matters  thereof,  and constitute the
sole agreement of the parties with respect to such subject matters.

14. The Stipulation and Order shall remain in effect until terminated, modified,
or suspended  in writing by the OTS,  acting  through its  Regional  Director or
other authorized representative.

Signature of Directors/Board Resolution.
----------------------------------------

15. Each Director signing this Stipulation attests that he or she voted in favor
of a Board Resolution authorizing the consent of the Association to the issuance
of the Order and the  execution  of the  Stipulation.  This  Stipulation  may be
executed in  counterparts  by the directors  after  approval of execution of the
Stipulation at a duly called board meeting.




Los Padres Bank
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     WHEREFORE, the Association, by its directors, executes this Stipulation.


                                        Accepted by:



LOS PADRES BANK                         OFFICE OF THRIFT SUPERVISION
Solvang, California


By: /s/                                 By: /s/
    --------------------------------        ------------------------------------
         Craig J. Cerny                     C.K. Lee
         Chairman                           Regional Director, Western Region

                                        Date: See Effective Date on page 1


/s/
------------------------------------
Paul O. Halme, Director


/s/
------------------------------------
Tim Hatlestad, Director


/s/
------------------------------------
Mark R. Larrabee, Director


/s/
------------------------------------
John J. McConnell, Director


/s/
------------------------------------
Williams W. Phillips, Jr., Director


/s/
------------------------------------
William D. Ross, Director


/s/
------------------------------------
Susan C. Weber, Director










Los Padres Bank
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