Exhibit 10.8

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, andHarry H. Sackrider("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:

1.Right to Terminate.The Company or you may terminate your employment at any time,
subject to the Company's providing the benefits hereinafter specified in accordance with the terms hereof.

2.Term of Agreement.This Agreement shall commence on the date hereof and shall
continue in effect untilDecember 31, 2002; provided, however, that commencing onJanuary 1,
2003, and each January 1 thereafter, the term of this Agreement shall automatically be extended for one additional year unless at least 90 days prior to such
January 1st date, the Company or you shall have given notice that this Agreement shall not be extended; and provided, further, that this Agreement shall continue in effect for a period of Thirty-Six (36)months beyond the term provided herein if a Change in Control of the Company, as defined in Section 3 hereof,
shall have occurred during such term. Notwithstanding anything in this Section 2 to the contrary, this Agreement shall terminate if you or the Company terminate your employment prior to a
Change in Control of the Company.

3.Change in Control."Change in Control" means a change, after January 1, 2002,
in control of the Company of a nature that would be required to be the subject of prior approval by (A) the Federal Reserve Board pursuant to the Bank Holding Company Act of 1956, as amended,
(B) the Federal Deposit Insurance Corporation under the Change In Bank Control Act, (C) the appropriate federal bank regulatory agency under the Bank Merger Act or (D) the
California Department of Financial Institutions pursuant to provisions of the California Financial Code; provided, that without limitation, and without consideration of regulatory exemptions from
prior approval, such a Change in Control will be deemed to have occurred if and when any of the following occur: (i) there is a transfer, voluntarily or by hostile takeover or proxy contest,
operation of law or otherwise, of control of the Company, (ii) individuals, who were members of the Board of Directors of the Company immediately prior to a meeting of the shareholders of the
Company which meeting involved a contest for the election of

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directors, do not constitute a majority of the Board of Directors of the Company following such election or meeting, (iii) an acquisition, directly or indirectly, of more than 25% of the
outstanding shares of any class of voting securities of the Company by any Person, (iv) a merger (in which the Company is not the surviving entity), consolidation or sale of all, or
substantially all, of the assets of the Company, or (v) there is a change, during any period of two consecutive years, of a majority of the Board of Directors of the Company as constituted as
of the beginning of such period, unless the election of each director who is not a director at the beginning of such period was approved by a vote of at least two-thirds of the directors
then in office who were directors at the beginning of such period. If any of the approvals referred to in (A)-(D), above, shall relate to a Change in Control of Bancshares or any of the events or
circumstances described in (i)-(v), above, shall occur to or be applicable to
Bancshares, then such Change in Control shall be deemed for all purposes of this Agreement to also be a "Change in Control" of the Company. For purposes of this Agreement, the term "Person" shall mean
and include any individual, corporation, partnership, group, association or other "person", as such term is used in Section 14(d) of the Securities Exchange Act of 1934, other than the Company,
Mid-State Bancshares, a wholly owned subsidiary of the Company or any employee benefit plan(s) sponsored by the Company, Mid-State Bancshares or a subsidiary of the Company.

4.Termination Following Change in Control.If any of the events described in
Section 3 hereof constituting a Change in Control of the Company shall have occurred, you shall be entitled to the benefits provided in Section 5 hereof upon the termination of your
employment with the Company withinThirty-Six (36)months after such event, unless such termination is (a) because of your
death or Retirement, (b) by the Company for Cause or Disability or (c) by you other than for Good Reason (as all such capitalized terms are hereinafter defined).



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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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5.Compensation Upon Termination or During Disability; Other Agreements.



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6.Successors; Binding Agreement.



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7.Fees and Expenses; Mitigation.



8.Taxes.



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9.Survival.The respective obligations of, and benefits afforded to, the Company and
you as provided in Sections 5, 6(ii), 7, 8, 13 and 14 of this Agreement shall survive termination of this Agreement.

10.Notice.For the purpose of this Agreement, notices and all other communications
provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed
by United States registered mail, return receipt requested, postage prepaid and addressed, in the case of the Company, to the address set forth on the first page of this Agreement or, in the case of
the undersigned employee, to the address set forth below his signature, provided that all notices to the Company shall be directed to the attention of the Chairman of the Board or President of the
Company, with a copy to the Secretary of the Company, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of
address shall be effective only upon receipt.

11.Miscellaneous.No provision of this Agreement may be modified, waived or discharged
unless such modification, waiver or discharge is agreed to in a writing signed by you and approved by the Board of Directors of the Company. No waiver by either party hereto at any time of any breach
by the other party hereto of, or of compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either
party which are not expressly set forth in this Agreement. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California. This

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Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof (except for other benefits payable under other compensation plans maintained by the Company) and
supersedes all prior agreements and understanding of the parties in connection therewith, including any prior change in control agreement.

12.Validity.The invalidity or unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

13.Arbitration.Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration in San Luis Obispo County, California, by three (3) arbitrators in accordance with the rules of the American Arbitration Association then
in effect. Judgment may be entered on the arbitrators' award in any court having jurisdiction; provided, however, that you shall be entitled to seek specific performance of your right to be paid until
the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement. The Company shall bear all costs and expenses arising in connection with
any arbitration proceeding pursuant to this Section 13.

14.Employee's Commitment.You agree that subsequent to your period of employment with
the Company, you will not at any time communicate or disclose to any unauthorized person, without the written consent of the Company, any proprietary processes of the Company or any subsidiary or
other confidential information concerning their business, affairs, products, suppliers or customers which, if disclosed, would have a material adverse effect upon the business or operations of the
Company and its subsidiaries, taken as a whole; it being understood, however, that the obligations of this Section 14 shall not apply to the extent that the aforesaid matters (a) are
disclosed in circumstances where you are
legally required to do so or (b) become generally known to and available for use by the public otherwise than by your wrongful act or omission.

15.Counterparts.This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original but all of which together will constitute one and the same instrument.

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        day
of                      , 2002. |  |                       
|                                                                       |  |                       
|Harry H. Sackrider                                                     |  |                       
|Address                                                                |  |                       
|City/State/Zip                                                         |  |                       

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