EXHIBIT 10.4

FIRST AMENDMENT TO  CHANGE IN CONTROL AGREEMENT

THIS FIRST AMENDMENT TO THE CHANGE IN CONTROL AGREEMENT(the "First Amendment") is entered into as of January 1,
2001, by Mid-State Bank, a banking company organized under the laws of California ("Company"), located in Arroyo Grande, California, and Carrol R. Pruett ("Executive").

WHEREAS,Company and Executive entered into a Change in Control Agreement dated as of November 12, 1997 (the "Agreement");

WHEREAS,Executive intends effective today to cease drawing a salary as an officer and employee of the Company and Mid-State Bancshares
("Bancshares") but will remain the Chairman of the Board of the Company, the Chairman of the Board and Chief Executive Officer of Bancshares and director and Chief Executive Officer of Mid-Coast Land,
a subsidiary of the Company ("Executive's Change of Status");

WHEREAS,the Board of Directors (i) recognizes the unique contribution of Executive to the development of the Company and Bancshares, (ii)
believes that his knowledge and expertise relating to the Company and Bancshares would be critical to any successful change in control of the Company and (iii) wants to ensure his continued efforts in
the event of any change in control of the Company;

WHEREAS,the parties wish to make certain changes and amendments to the Agreement and the Board of Directors of the Company has approved
such changes and this First Amendment;

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







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"5. Compensation upon Change in Control of the Company



maintain
in full force and effect, for the continued benefit of you and your dependents for a period terminating on the earliest of (a) three years after the Change in Control, (b) the commencement
date of equivalent benefits from a new employer or (c) your normal retirement date under the terms of any retirement plan, all insured and self insured employee welfare benefits plans in which you
were entitled to participate immediately prior to the Change in Control, provided that your continued participation is possible under the general terms and provisions of such plans (and any applicable
funding media) and you continue to pay an amount equal to your regular contribution under such plans for such participation. If, at the end of three years after the Change in Control, you have not
reached your normal retirement date and you have not previously received or are not then receiving equivalent benefits from a new employer, the Company shall arrange, at its sole cost and expense, to
enable you to convert your and your dependents' coverage under such plans to individual policies or programs upon the same terms as employees of the Company may apply for such conversions. In the
event that your participation in any such plans is bared, the Company, at its sole cost and expense, shall arrange to have issued for the benefit of you and your dependents individual policies of
insurance providing benefits substantially similar (on an after-tax basis) to those which you otherwise would have been entitled to receive under such plans pursuant to this paragraph (ii) or, if such
insurance is not available at a reasonable cost to the Company, the Company shall otherwise provide you and your dependents with equivalent benefits (on an after-tax basis). You shall not be required
to pay any premiums or other charges in an amount greater than that which you would have paid in order to participate in the plans.





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WITNESS,the signatures of Bank and Executive as of the date set forth above

MID-STATE
BANK

By:
/s/ James G. Stathos, Executive Vice President

By:
/s/ Carrol R. Pruett

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