Exhibit 10.1



                            UNITED STATES OF AMERICA
                                   Before the
                          OFFICE OF THRIFT SUPERVISION


-------------------------------------------
In the Matter of                           )    Order No.: WN-09-032
                                           )
HARRINGTON WEST FINANCIAL                  )    Effective Date: October 14, 2009
 GROUP, INC.                               )
                                           )
Solvang, California                        )
OTS Docket No. H2621                       )
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                            ORDER TO CEASE AND DESIST
                            -------------------------


     WHEREAS,  Harrington West Financial Group, Inc., Solvang,  California,  OTS
Docket No.  H2621  (Holding  Company),  by and  through  its Board of  Directors
(Board),  has executed a Stipulation  and Consent to the Issuance of an Order to
Cease and Desist (Stipulation); and

     WHEREAS,  the Holding Company, by executing the Stipulation,  has consented
and agreed to the  issuance  of this  Order to Cease and  Desist  (Order) by the
Office of Thrift Supervision (OTS) pursuant to 12 U.S.C. ss. 1818(b); and

     WHEREAS, pursuant to delegated authority, the OTS Regional Director for the
Western  Region  (Regional  Director) is authorized to issue Orders to Cease and
Desist where a savings and loan holding company has consented to the issuance of
an order.

     NOW, THEREFORE, IT IS ORDERED that:

Cease and Desist.
-----------------

1. The Holding Company and its directors,  officers, employees, and agents shall
cease and desist from any action (alone or with another or others) for or toward
causing,  bringing  about,  participating  in,  counseling,  or the  aiding  and
abetting of unsafe or unsound  practices  that resulted in  deteriorating  asset
quality,  deficient earnings,  and inadequate capital levels at its wholly owned
subsidiary,  Los  Padres  Bank,  Solvang,   California,  OTS  Docket  No.  07935
(Association).




Harrington West Financial Group, Inc.
Order to Cease and Desist
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<PAGE>
Capital.
--------

2. By October 30, 2009, the Holding  Company shall submit for Regional  Director
review and  comment a  consolidated  capital  plan to  preserve  and enhance the
capital of the Holding Company and the Association (Capital Plan). At a minimum,
the Capital Plan shall:

     (a) consider the requirements  and  restrictions  imposed by this Order and
     the Order to Cease and Desist  issued by the OTS against  the  Association,
     dated_______________, 2009
     (Association Order);

     (b) address  specifically the actions to be taken by the Holding Company to
     cause the Association to attain and maintain the required capital ratios in
     the Association Order and provide time frames for those actions;

     (c) provide quarterly pro forma capital projections for the Holding Company
     and  the  Association;  and  (d)  describe  all  relevant  assumptions  and
     projections.

3.  Within  fifteen  (15) days of  receipt  of any  comments  from the  Regional
Director, the Board shall make the changes, if any, to the Capital Plan required
by the Regional Director.  Thereafter, the Board shall adopt and ensure that the
Holding Company  implements and complies with the Capital Plan.  Within five (5)
days of the Board  meeting at which it was adopted,  the Holding  Company  shall
provide  a copy  of the  Capital  Plan  adopted  by the  Board  to the  Regional
Director.




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4. [On the first (1st) and fifteenth  (15th) of each month,  beginning  with the
month of December 2009, Senior Executive Officers(1)  (Management) shall provide
the Regional  Director and the Board with written updates on the status of steps
taken by the  Holding  Company to comply  with the Capital  Plan  (Capital  Plan
Updates).

5. Within thirty (30) days after the end of each month, beginning with the month
of  November  2009,  Management  shall also  provide  monthly  variance  reports
(Monthly Capital Plan Variance  Reports) to the Regional  Director and the Board
that  describe  the Holding  Company's  compliance  with the Capital  Plan.  The
Monthly Capital  Variance  Reports shall:  (a) detail actual  operating  results
versus  projected  results;  (b) include  detailed  explanations of any material
deviations;  and (c) include a description of any specific corrective actions or
measures  that have been  implemented  or are proposed to address each  material
deviation.

6. The Board's  review of the Capital Plan Updates and the Monthly  Capital Plan
Variance Reports and its evaluation of Management's  compliance with the Capital
Plan shall be thoroughly  documented in the Board meeting  minutes.  The Holding
Company shall submit the Board meeting  minutes to the Regional  Director within
five (5) days of the Board meeting.

Capital Distributions and Stock Repurchases.
--------------------------------------------

7. Effective  immediately,  the Holding Company shall not declare,  make, or pay
any  dividends  or other  capital  distributions,  or  repurchase  or redeem any
capital stock without receiving the prior written  non-objection of the Regional
Director.  The Holding Company's written request for such non-objection shall be
submitted  to the  Regional  Director  at least  thirty  (30) days  prior to the
anticipated date of the proposed dividend payment, capital distribution or stock
redemption.



-------------------
(1) The term Senior Executive Officer is defined at 12 C.F.R. ss. 563.555.

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8.  Effective  immediately,  the  Holding  Company  shall not take,  directly or
indirectly,  dividends or any other form of payment  representing a reduction in
the  Association's  capital from the  Association  without  receiving  the prior
written  non-objection of the Regional  Director.  The Holding Company's written
request for such  non-objection  shall be submitted to the Regional  Director at
least thirty (30) days prior to the anticipated  date of receipt of the proposed
dividend payment or capital distribution.

Debt Limitations/Restrictions.
------------------------------

9. Effective  immediately,  the Holding Company shall not incur,  issue,  renew,
repurchase,  or rollover  any debt,  increase  any current  lines of credit,  or
guarantee the debt of any entity  without  receiving the prior written notice of
non-objection of the Regional  Director.  The Holding  Company's written request
for such  non-objection  shall be submitted  to the  Regional  Director at least
thirty  (30) days prior to the  anticipated  date of any such  proposed  action.

Operations Plan.
----------------

10. By October  30,  2009,  the Holding  Company  shall  submit to the  Regional
Director  for  review and  comment an  Operations  Plan that  addresses  how the
Holding  Company  will  meet all  financial  obligations  for the  remainder  of
calendar  year 2009 through the end of calendar  year 2012,  including,  but not
limited to, payments on senior notes,  dividend payments on preferred stock, and
interest  payments on trust preferred  securities  without reliance on dividends
from  the  Association.  The  Operations  Plan  shall  include,  at  a  minimum,
comprehensive pro forma cash flow projections  detailing all anticipated sources
and  uses of  funds,  including,  but not  limited  to,  any  scheduled  payment
obligations of Holding Company related to outstanding debt,  deferred dividends,
operating expenses, and equity issuances.




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11.  Within  fifteen  (15) days of receipt  of any  comments  from the  Regional
Director,  the Board  shall make the  changes,  if any, to the  Operations  Plan
required by the Regional Director.  Thereafter, the Board shall adopt and ensure
that the Holding  Company  implements  and complies  with the  Operations  Plan.
Within  five  (5)  days of the  Board  meeting  at  which  it was  adopted,  the
Association  shall provide a copy of the Operations Plan adopted by the Board to
the Regional Director.

12. Any request to modify the  Operations  Plan shall be  submitted  to Regional
Director for review and written non-objection at least thirty (30) days prior to
the proposed date to implement any such modification.

13. On a quarterly  basis,  beginning with the quarter ending December 31, 2009,
the Board shall review a report prepared by Management detailing the adequacy of
the  Operations  Plan given the projected  financial  obligations of the Holding
Company and actual operating  results,  including a detailed  description of any
material deviations from the Operations Plan and a description of any corrective
actions or measures that have been  implemented  or are proposed to address each
material deviation (Variance Analysis Report).


14. Within thirty (30) days after the end of each  quarter,  beginning  with the
quarter ending December 31, 2009, the Board shall provide the Regional  Director
with a copy of each  Variance  Analysis  Report,  and the minutes from the Board
meeting  containing  the Board's  discussion  of the Variance  Analysis  Report,
including, if applicable,  any Board discussion of possible modifications to the
Operations Plan.

Thrift Oversight.
-----------------

15. Effective  immediately,  the Holding Company shall ensure the  Association's
compliance  with  applicable  laws,  rules  and  regulations  and all  terms and
conditions of the Association Order.




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Directorate and Management Changes.
-----------------------------------

16.  Effective  immediately,  the Holding  Company  shall  comply with the prior
notification requirements for changes in directors and Senior Executive Officers
set forth in 12 C.F.R.  Part 563,  Subpart H.

Employment  Contracts/Compensation Arrangements.
------------------------------------------------

17.  Effective  immediately,  the Holding  Company shall not enter into,  renew,
extend,  or revise any  contractual  arrangement  relating  to  compensation  or
benefits for any Senior  Executive  Officer or Director of the Holding  Company,
unless it first  provides the Regional  Director  with not less than thirty (30)
days  prior  written  notice  of the  proposed  transaction.  The  notice to the
Regional  Director shall include a copy of the proposed  employment  contract or
compensation arrangement,  or a detailed written description of the compensation
arrangement  to be offered such Officer or Director,  including all benefits and
perquisites. The Board shall ensure that any contract, agreement, or arrangement
submitted to the Regional  Director fully complies with the  requirements  of 12
C.F.R. Part 359.

Severance and Indemnification Payments.
---------------------------------------

18.  Effective  immediately,  the  Holding  Company  shall  not make any  golden
parachute  payment(2)  or prohibited  indemnification  payment(3)  unless,  with
respect  to each  such  payment,  the  Holding  Company  has  complied  with the
requirements of 12 C.F.R. Part 359.

Effective Date, Incorporation of Stipulation.
---------------------------------------------

19. This Order is  effective on the  Effective  Date as shown on the first page.
The  Stipulation  is  made a part  hereof  and is  incorporated  herein  by this
reference.



-------------------
(2) The term "golden parachute payment" is defined at 12 C.F.R. ss. 359.1(f).
(3) The term "prohibited indemnification payment" is defined at 12 C.F.R.
    ss. 359.1(l).

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Order to Cease and Desist
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Duration.
---------

20. This Order shall remain in effect until terminated,  modified,  or suspended
by  written  notice  of such  action  by the  OTS,  acting  by and  through  its
authorized representatives.

Time Calculations.
------------------

21.  Calculation of time limitations for compliance with the terms of this Order
run from the  Effective  Date and  shall  be  based  on  calendar  days,  unless
otherwise noted.

22. The Regional Director, or an OTS authorized  representative,  may extend any
of the deadlines set forth in the provisions of this Order upon written  request
by the Holding Company that includes  reasons in support for any such extension.
Any OTS extension shall be made in writing.

Submissions and Notices.
------------------------

23. All submissions,  including any reports,  to the OTS that are required by or
contemplated by this Order shall be submitted within the specified time frames.

24.  Except  as  otherwise   provided   herein,   all   submissions,   requests,
communications,  consents, or other documents relating to this Order shall be in
writing and sent by first-class U. S. mail (or by reputable  overnight  carrier,
electronic facsimile  transmission,  or hand delivery by messenger) addressed as
follows:

        (a)     To the OTS:
                -----------

                C.K. Lee, Regional Director
                Western Region, Office of Thrift Supervision
                225 E. John Carpenter Freeway, Suite 500
                Irving, TX 75062-2326




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<PAGE>

                With a copy to:
                ---------------

                Anthony J. Jardieu, III, Assistant Director
                Office of Thrift Supervision, Western Region
                225 E. John Carpenter Freeway, Suite 500
                Irving, TX 75062-2326

        (b)     To the Holding Company:
                -----------------------

                Craig J. Cerny, Chairman
                Harrington West Financial Group, Inc.
                610 Alamo Pintado Road
                Solvang, CA 93463


No Violations Authorized.
-------------------------

25. Nothing in this Order or the Stipulation  shall be construed as allowing the
Holding Company, its Board,  officers, or employees to violate any law, rule, or
regulation.

IT IS SO ORDERED.



                                OFFICE OF THRIFT SUPERVISION


                                By: /s/
                                    --------------------------------------------
                                    C.K. Lee
                                    Regional Director, Western Region

                                    Date: See Effective Date on page 1



















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