EXHIBIT 10.2

FURTHER AMENDMENTS TO  DEFERRED COMPENSATION PLAN  (As restated on July 1, 1996)

These Amendments (the "Amendments") to the Deferred Compensation Plan (as last restated on July 1, 1996) are effective as of January 9, 2002, having been adopted
as of such date pursuant to !8.1 of the Plan by the Board of Directors of Mid-State Bank & Trust at a regular meeting of such Board held in Arroyo Grande, California. The Amendments are contained
within the following resolutions:

"WHEREAS,the Board of Directors has been informed that the Plan should be amended in several respects in order to clarify various
provisions of the Plan and to carry out the Board's original intent to protect the Plan Participants in the event of change in control of the Bank;

WHEREAS,the Board of Directors considers these changes and amendments to the Plan to be in the best interest of the Bank, Mid-State
Banchsares, the shareholders and Participants in the Plan;

NOW, THEREFORE,the Plan is hereby amended as follows:



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RESOLVED FURTHER,capitalized terms used herein and not otherwise defined shall have the same meaning as set forth in the Plan.

RESOLVED FURTHER,except as herein amended, the Plan shall remain in full force and effect.

RESOLVED FURTHER,these Amendments shall be governed by and construed in accordance with the laws of the Sate of California."

The
undersigned, being the duly elected Assistant Secretary of Mid-State Bank & Trust hereby certifies that the foregoing resolutions were duly adopted at the Board meeting of January 9,
2002 and remain in full force and effect in the form adopted, without amendment, modification or revocation.

Dated
as of the 9th day of January, 2002.



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MID-STATE BANK  DEFERRED COMPENSATION PLAN  AMENDED AND RESTATED JULY 1, 1996

WHEREAS,MID-STATE BANK (the "Bank"), by resolution of the Board of Directors, has previously adopted this Deferred Compensation Plan (the
"Plan") for the purpose of providing performance-oriented deferred compensation for personnel of the Bank; and

WHEREAS,it is believed that the continuation of this Plan providing for deferred compensation will be in the best interests of the Bank;
and

WHEREAS,it is believed that by providing more distribution options the Bank would enhance the Plan, and consequently the performance of
participating executives.

NOW, THEREFORE,it is hereby declared as follows:

ARTICLE 1  DEFINITIONS

1.1Title.This Plan shall be known as the Mid-State Bank Deferred Compensation Plan.

1.2Definitions.



provided,
however, that the phrase "more than 50 percent" shall be substituted for the phrase "at least 80 percent" each place the latter appears in Code Section 1563 and in the regulations under Code
Section 414(c).



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ARTICLE 2  PARTICIPATION

2.1Eligibility.Carrol Pruett, Raymond Jones, Daryl Flood, James G. Stathos, Thomas E. Reese, John Fowler, and
such other persons constituting senior management of the Bank, its successors, or Affiliates as the Committee may from time to time designate, shall be eligible to participate in the Plan.

2.2General Restriction. Notwithstanding Section 2.1, participation shall be limited to a "select group of management or
highly compensated employees" within the meaning of ERISA Section 201(2).

2.3Continuance as Participant.Every person who becomes a Participant shall continue to be a Participant until
the date he or she:



2.4Break in Service.Any person who after becoming a Participant has a Break in Service shall cease to be a
Participant in this Plan until, after returning to work, he or she has completed one thousand (1,000) hours in the employment of the Bank or the Affiliates.

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ARTICLE 3  ADMINISTRATION OF PLAN

3.1Members.The Committee hereunder shall consist of five (5) members appointed by the Board of Directors.
Notwithstanding anything to the contrary set forth herein, no Participant under the Plan shall be eligible to serve as a member of the Committee.

3.2Committee Action.The Committee shall, for the purpose of administering the Plan, choose a secretary and an
assistant secretary (either of whom is hereafter referred to as "Secretary") who shall keep minutes of the Committee's proceedings and all records and documents pertaining to the Committee's
administration of the Plan. The Secretary may execute any certificates or other written direction on behalf of the Committee. Three (3) members of the Committee shall constitute a quorum.

3.3Rights and Duties.The Committee, on behalf of the Participants, shall be charged with the general
administration of the Plan and shall have all powers necessary to accomplish those purposes, including, but not by way of limitation, the following:



Decisions
and determinations by the Committee shall be final and binding upon all parties and shall be given the maximum deference allowed by law.

3.4Information.To enable the Committee to perform its functions, the Bank and the Affiliates shall supply full
and timely information to the Committee on all matters relating to the compensation of the Participants, their employment, their death or Disability, and any other pertinent facts as the Committee may
require.

3.5Compensation, Indemnity, and Liability.The members of the Committee shall serve without bond and without
compensation for their services hereunder. All expenses of the Committee shall be paid by the Bank and the other Employers. The Bank and the other Employers shall furnish the Committee with such
clerical and other assistance as is necessary in the performance of its duties. No member of the Committee shall be liable for the act or omission of any other member of the Committee nor for any act
or omission on his or her own part, excepting only his or her own willful misconduct or gross negligence. The Bank shall indemnify and hold harmless each member of the Committee against any and all
expenses and liabilities arising out of his or her membership on the Committee, excepting only expenses and liabilities arising out of his or her own willful misconduct or gross negligence.

3.6Taxes.If the whole or any part of a Participant's Accounts shall become liable for the payment of any
estate, inheritance, income, or other tax which an Employer shall be required to pay, the Employer shall have the power and authority to pay such tax and reduce the book account of the person whose
interests hereunder are so liable. Prior to making any payment, the Employer may require such releases or other documents from any lawful taxing authority as it shall deem necessary.

3.7Employment of Counsel.The Committee may consult with legal counsel (who may be counsel for the Bank) and
shall be fully protected with respect to any action taken or permitted by good faith pursuant to the advice of such counsel.

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ARTICLE 4  DEFERRED COMPENSATION POOL

4.1Deferred Compensation Pool.The Board of Directors shall, within sixty (60) days following the end of each
Plan Year, cause the Bank (and, to the extent applicable, any other Employer) to determine an amount as follows:

Return on Equity

Amount of "Allocation"Less than 10%

-0-10% but less than 15%

2% of Net Profits15% but less than 20%

3% of Net Profits20% or more

4% of Net Profits


4.2Forfeiture; Reduction of Allocations.Any "forfeitures," as that term is defined in Section 5.3, occurring
in a Plan Year shall be credited as part of and used to reduce the amount of allocation under this Plan from the Bank or any other Employer for that Plan Year.

ARTICLE 5  ALLOCATIONS

5.1Separate Accounts.The Committee shall establish and maintain on all books and accounts of the Plan, by Plan
Year, a separate Account for each Participant.

5.2Allocations.Within sixty (60) days after the close of the Plan Year, the Committee shall allocate the
amount allocable under this Plan for such Plan Year by the Bank or any other Employer pursuant to Section 4.1 among the Accounts of those persons who were Participants on the last day of the Plan
Year. This amount shall be allocated among such Accounts in such proportions as the Committee shall determine from time to time.

5.3Allocation of Forfeitures.The term "forfeitures" as used in this Plan means the unvested portion of an
Account established pursuant to Section 5.1 for a person whose status as a Participant has been terminated. Notwithstanding the foregoing, in the case of an individual whose status as a Participant is
terminated as a result of the termination of his or her employment with the Bank or the Affiliates for cause, the term "forfeitures" means the vested and unvested portion of an Account established
pursuant to Section 5.1. Whether a Participant's termination of employment is "for cause" shall be determined by the Committee in its sole and absolute discretion. All forfeitures occurring in a Plan
Year shall be used to reduce the amount that must be allocated for such Plan Year by the Bank or any other Employer pursuant to Section 4.1 and shall be allocated accordingly.

5.4Rate of Return.The full amount of the funds credited to the Accounts of each Participant shall accrue an
annual rate of return equal to ninety percent (90%) of the Bank's prime rate (as that rate may be determined from time to time by the Board of Directors). Funds remaining in the Accounts, after any
installment payment described in Article 7 hereof, shall continue to accrue a rate of return as set forth in this Section 5.4. This return shall be adjusted and credited to each Account quarterly.

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ARTICLE 6  VESTING

6.1Fully Vested Interest.Subject to Section 5.3, the full amount credited to the Accounts established for each Participant
pursuant to Section 5.1, including any interest credited thereto, shall be fully vested in the Participant for whom the Accounts are established after such Participant has completed ten (10) Full
Years of Service. For purposes of this Plan, the Accounts of Messrs. Pruett, Jones, Flood, and Reese shall be considered fully vested.

6.2Partial Vesting.Subject to Sections 5.3 and 6.1, the amount credited to the Accounts established for a Participant
pursuant to Section 5.1, including any interest credited thereto, shall become vested in the Participant for whom the Accounts were established in accordance with the following schedule:

Full Years
of Service

Percentage of
Account Vested1

10
%2

20
%3

30
%4

40
%5

50
%6

60
%7

70
%8

80
%9

90
%10

100
%


6.3Breaks in Service.Should a Participant have a Break in Service, the Full Years of Service rendered by the Participant
after the Break in Service shall be taken into account for purposes of determining the percentage, if any, of the amount in his or her Accounts derived from allocations made before the Break in
Service that is vested in the Participant.

6.4Forfeiture of Unvested Amount.Except as provided in Section 5.3, on termination of a Participant's status as a
Participant, that portion of the amount in the Account established for the Participant pursuant to Section 5.1 that is not vested as provided in this Article shall be forfeited by the Participant.
This amount shall be credited, in the manner prescribed by Articles 4 and 5, to reduce the amount allocable under this Plan from the Employer for the then current Plan Year. Notwithstanding the
foregoing, where a Participant's employment with the Bank or the Affiliates is terminated for cause, all funds in the Account established for the Participant pursuant to Section 5.1, whether vested or
not vested, shall be immediately forfeited by the Participant and credited, in the manner prescribed by Articles 4 and 5, to reduce the allocable amount under this Plan by the Employer for the then
current Plan Year.

ARTICLE 7  PAYMENT OF DEFERRED COMPENSATION

7.1Annual Election.On or before the December 31 preceding a Plan Year, a Participant may elect in writing to receive the
vested portion which may be credited to his or her Account for said Plan Year, either:



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"Retirement"
shall mean early, normal, or deferred retirement as set forth in the Bank's Policy Manual.

Notwithstanding
the foregoing, in no event shall benefit payments commence later than the year following the year in which the Participant terminates employment with the Bank or the Affiliates.

7.2Rules Regarding Delay of Payments.A Participant may elect to delay the time at which the Account balance is to be paid
under Section 7.1 (b) , or subsequently under this Section 7.2, until:



Such
election to delay payments must be received by the Board before the January 1 of the year preceding the date the amounts would otherwise first become payable under Section 7.1(b) or this Section
7.2. The election to delay payments shall also specify the form of payment, whether in one lump sum in cash or in installments over a period not exceeding ten (10) years.

Any
change in the elected time or form of payment shall not be valid unless the Participant shall have remained employed with the Bank or the Affiliates for a period of at least one year after the
date on which such election is made.

Notwithstanding
the foregoing, in no event shall benefit payments commence later than the year following the year in which the participant terminates employment with the Bank or the Affiliates.

7.3Death or Disability.Notwithstanding anything to the contrary herein, should a Participant die or suffer a Disability
prior to termination of employment with the Bank or the Affiliates, the full value of his or her vested interest (as of the date of death or Disability) in the Accounts established for him or her
under Section 5.1 shall be paid to the Participant's Beneficiary or to the Participant, as the case may be, in equal monthly installments over a ten (10) year period commencing not later than sixty
(60) days after the close of the Plan Year in which the death or Disability occurred.

On
the death of a Participant following retirement, payments shall be made to the Participant's Beneficiary or estate in the manner prescribed by Section 7.1 or 7.4, as appropriate.

7.4Retirement.Upon the retirement of a Participant, the full value of his or her vested interest (as of the date of
retirement) in the Accounts established for him or her under Section 5.1 shall be paid in the form elected under Section 7.1 or 7.2.

7.5Hardship.A Participant may at any time apply to the Board of Directors in writing for the withdrawal of all or part of
such Participant's Accounts for a financial emergency. The Board of Directors shall approve such withdrawal only for an unanticipated emergency that is caused by an event beyond the control of the
Participant and that would result in severe financial hardship if early withdrawal were not permitted. If the Board of Directors approves such a withdrawal, such amount shall be deducted from such
Participant's Accounts and paid to such Participant in cash. No payment shall be made under this Section if the Committee determines that such payment would lead any other amounts deferred hereunder
to be deemed constructively received under the Code.

7.6Termination.Notwithstanding any provision to the contrary herein, upon a Participant's termination of employment with
the Bank or the Affiliates, other than by reason of retirement (as defined in Section 5.1), death, Disability, or termination of employment for cause, the full value of his or her vested

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interest in the Participant's Accounts shall be paid in a lump sum payment within sixty (60) days following the date of termination.

7.7Committee Discretion. Notwithstanding the foregoing, the Committee may, in its sole and absolute discretion, change the
form and the timing of payments under the Plan.

7.8Tax Withholding.The Bank may withhold from any payment made under this Plan (and transmit to the proper taxing
authority) such amounts as it may be required to withhold under any Federal, state, or other law.

ARTICLE 8  AMENDMENT AND TERMINATION

8.1Amendments.The Bank shall have the right to amend the Plan in whole or in part from time to time by resolutions of the
Board of Directors, and to amend or cancel any amendments; provided, however, that no action under this Section shall cancel or affect in any way amounts previously credited to any Participant's
Account. Such amendments shall be stated in an instrument in writing, executed by the Bank in the same manner as the Plan, and the Plan shall be amended in the manner and at the time therein set
forth, and all Participants shall be bound thereby.

8.2Discontinuance of Plan.It is the expectation of the Bank that the Plan will be continued indefinitely, but continuance
of the Plan is not assumed as a contractual obligation of the Bank or any Employer, and the right is reserved at any time to discontinue and to terminate the Plan. If the Bank decides to discontinue
and to terminate the Plan, it shall notify the Committee of its action in an instrument in writing, executed by the Bank in the same manner as the Plan, and the Plan shall be terminated at the time
therein set forth, and all Participants shall be bound thereby; provided, however, that no action under this Section shall cancel or affect in any way amounts previously credited to any Participant's
Accounts.

8.3Merger.In the event of a dissolution or a liquidation of the Bank or a reorganization, merger, or consolidation of the
Bank with one or more corporations as a result of which the Bank will not be the surviving corporation, or a sale of substantially all of the assets and property of the Bank to another person, or in
the event of any other single transaction involving the Bank where there is a change in ownership of at least twenty-five percent (25%), except as may result from a transfer of shares of another
corporation in exchange for at least eighty percent (80%) control of that corporation, notwithstanding any provision of this Plan to the contrary, the full value of each Participant's vested interest
in his or her Accounts shall be paid in a single amount not later than sixty (60) days following receipt of notice of such intended dissolution, liquidation, merger, reorganization, or consolidation.

ARTICLE 9  MISCELLANEOUS

9.1Limitation on Participant's Rights.Participation in the Plan shall not give any Participant the right to be retained in
the employ of the Bank or any Affiliate or any right or interest in the Plan other than as herein provided. The Bank and the Affiliates reserve the right to dismiss any Participant without any
liability for any claim against them, except to the extent provided herein. The Plan shall create only a contractual obligation on the part of the Bank and shall not be construed as creating a trust.
The payments to a Participant or his or her designated Beneficiary or other beneficiary hereunder shall be made from assets which shall continue, for all purposes, to be a part of the general assets
of the Bank or the Affiliates, and no person, other than the Bank or the Affiliates, shall have, by virtue of the provisions of the Plan, any interest in such assets. To the extent that any person
acquires a right to receive payments from the Bank or any other Employer under the provisions hereof, such right shall be no greater than the right of any unsecured general creditor of the Bank or the
relevant Employer.

9.2Other Plans.The Plan shall not affect the right of any employee or Participant to participate in and to receive benefits
under and in accordance with the provisions of any other Bank or Affiliate plans which are now or hereafter in existence.

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9.3Receipt of Release.Any payment to any Participant in accordance with the provisions of the Plan shall, to the extent
thereof, be in full satisfaction of all claims against the Committee, the Bank, and any other Employer; the Committee may require such Participant, as a condition precedent to such payment, to execute
a receipt and release to such effect.

9.4California Law.To the extent not preempted by Federal Law, the Plan shall be construed, administered, and governed in
all respects under and by laws of the State of California, without regard to any conflict of laws provisions. If any provisions of this instrument shall be held by a court of competent jurisdiction to
be invalid or unenforceable, the remaining provisions hereof shall continue to be fully effective.

9.5Headings.Headings and subheadings in this Plan are inserted for convenience or reference only and are not to be
considered in the construction of the provisions hereof.

9.6Successors and Assigns.The Plan shall inure to the benefit of, and be binding upon, the parties hereto and their
successors and assigns; provided, however, that the amounts credited to the Accounts of a Participant shall not be assignable or transferable, and any purported transfer, assignment, encumbrance, or
attachment shall be void.

9.7Intent. The Plan is to be construed as a plan maintained to provide deferred compensation to a "select group of
management or highly compensated employees" within the meaning of Section 201(2) of ERISA. The Plan is intended to be exempt from the participation, vesting, funding, and fiduciary
requirements of Title I of ERISA, to the fullest extent permitted under the law. The Plan shall at all times be "unfunded" within the meaning of ERISA and the Code.

9.8Gender and Number.Where the context permits, words in any gender shall include any other gender, words in the singular
shall include the plural, and the plural shall include the singular.

IN WITNESS WHEREOF,the Bank has caused these presents to be executed by its duly authorized officers this 14th day of
August, 1996.



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