EXHIBIT 10.5

CHANGE IN CONTROL AGREEMENT

THIS CHANGE IN CONTROL AGREEMENT(the "Agreement") is entered into as of January 9, 2002, by Mid-State Bank &
Trust, a banking company organized under the laws of California ("Company"), located in Arroyo Grande, California, andJames G. Stathos("Executive" or
"you").

WHEREAS,the Company considers the establishment and maintenance of a sound and vital management to be essential to protecting and
enhancing the best interests of the Company and the shareholders of Mid-State Bancshares;

WHEREAS,the Company recognizes that, as is the case with many publicly held corporations, the possibility of a change in control may
arise and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the
Company and the shareholders of Mid-State Bancshares;

WHEREAS,the Board of Directors of the Company (the "Board") has determined that appropriate steps should be taken to reinforce and
encourage the continued attention and dedication of members of the Company's management to their assigned duties without distraction in circumstances arising from the possibility of a change in
control of the Company. In particular, the Board believes it important, should the Company, Mid-State Bancshares or the shareholders of Mid-State Bancshares receive a proposal for transfer of control
of the Company, that Executive be able to assess and advise the Board and/or the Board of Directors of Mid-State Bancshares whether such proposal would be in the best interests of the Company and
Mid-State Bancshares' shareholders and to take such other action regarding such proposal as such Boards might determine to be appropriate, without being influenced by the uncertainties of your own
situation; and

WHEREAS,the Board of Directors of the Company has approved this Agreement;

NOW, THEREFORE,in consideration of the premises and mutual promises of the parties, the Company and Executive agree as follows:



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For
purposes of this Agreement, "Plan" shall mean any compensation plan such as an incentive, stock option or restricted stock plan or any employee benefit plan such as a thrift, pension, profit
sharing, medical, disability, accident, life insurance plan or a relocation plan or policy or any other plan, program or policy of the Company intended to benefit employees.



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If
this letter correctly sets forth our agreement on the subject matter hereof, kindly sign and return to the Company the enclosed copy of this letter which will then constitute our
agreement on this subject.

|                                                    |  | Sincerely,            
|--------------------------------------------------- |  | ----------------------
|                                                    |  |                       
|                                                    |  | MID-STATE BANK & TRUST
|                                                    |  |                       
|                                                    |  | By:                   
|                                                    |  |                       
|Agreed to and Accepted this 7th day of March, 2002. |  |                       
|                                                    |  |                       
|/s/ James G. Stathos                                |  |                       
|                                                    |  |                       
|Address                                             |  |                       
|                                                    |  |                       
|City/State/Zip                                      |  |                       
|                                                    |  |                       

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