Exhibit 10.2



                            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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        STIPULATION AND CONSENT TO ISSUANCE OF ORDER TO CEASE AND DESIST
        ----------------------------------------------------------------

     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  Harrington West Financial Group, Inc., Solvang,
California,  OTS  Docket No.  H2621  (Holding  Company),  that the OTS is of the
opinion that grounds exist to initiate an administrative  proceeding against the
Holding Company 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 and loan holding
company has consented to the issuance of an order; and

     WHEREAS, the Holding Company 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 - 3  below
concerning Jurisdiction, hereby stipulates and agrees to the following terms:




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Stipulation and Consent to Issuance of Order to Cease and Desist
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Jurisdiction.
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1. The  Holding  Company  is a "savings  and loan  holding  company"  within the
meaning of 12 U.S.C. ss.  1813(w)(3) and 12 U.S.C. ss. 1467a.  Accordingly,  the
Holding Company is a "depository  institution  holding  company" as that term is
defined in 12 U.S.C. ss. 1813(w)(1).

2.  Pursuant to 12 U.S.C.  ss.  1818(b)(9),  the  "appropriate  Federal  banking
agency" may  initiate  cease and desist  proceedings  against a savings and loan
holding  company  in the  same  manner  and  to the  same  extent  as a  savings
association for regulatory violations and unsafe or unsound acts or practices.

3.  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  and  loan  holding
company.  Therefore,  the Holding Company 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.
---------------------

4. Based on its ongoing  supervision of the Holding Company,  the OTS finds that
the Holding  Company has engaged in unsafe and unsound  practices  by failing to
ensure that its wholly owned  savings  association  subsidiary,  Los Padres Bank
(Association),  did not engage in unsafe and unsound  practices that resulted in
deteriorating asset quality,  deficient earnings,  and inadequate capital levels
at the Association.

Consent.
--------

5. The Holding Company  consents to the issuance by the OTS of the  accompanying
Order to Cease and Desist (Order).  The Holding Company 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.




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Finality.
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6. 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).

Waivers.
--------

7. The Holding Company 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.
---------------------------

8. Nothing in this Stipulation or accompanying Order shall inhibit,  estop, bar,
or otherwise  prevent the OTS from taking any other action affecting the Holding
Company 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.
----------------------------------------

9. The Holding Company  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 8 above,  and does not  otherwise  release,
discharge,  compromise,  settle,  dismiss,  resolve,  or in any way  affect  any
actions,  charges  against,  or  liability  of the  Holding  Company  that arise
pursuant to this action or  otherwise,  and that may be or have been  brought by
any governmental entity other than the OTS.




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Miscellaneous.
--------------

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

11.  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.

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

13. 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.

14. 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.

15. 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.
----------------------------------------

16. Each Director signing this Stipulation attests that he or she voted in favor
of a Board  Resolution  authorizing  the consent of the  Holding  Company 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 the execution of
the Stipulation at a duly called board meeting.




Harrington West Financial Group, Inc.
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     WHEREFORE,   the  Holding   Company,   by  its  directors,   executes  this
Stipulation.


                                        Accepted by:



HARRINGTON WEST FINANCIAL               OFFICE OF THRIFT SUPERVISION
  GROUP, INC.
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/
------------------------------------
John J. McConnell, Director


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


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





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