EXHIBIT 4.10


 


A0613738


 


	
   

  	
  CERTIFICATE OF AMENDMENT

  	
  ENDORSED - FILED

  
	
   

  	
  ARTICLES OF INCOPORATION OF

  	
  in the office of the Secretary of State

  
	
   

  	
  MISSION COMMUNITY BANCORP

  	
  of the State of California

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JUN 24 2004

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KEVIN SHELLEY

  
	
   

  	
   

  	
  Secretary of State

  



 


Anita M. Robinson and Karl F. Wittstrom certify that:


 


1.                                       They are the President and Secretary,
respectively, of Mission Community Bancorp, a California corporation.


 


2.                                       The Corporation’s Articles of Incorpo ration
has been amended by readopting Article EIGHT, which is set forth on
Exhibit “A” attached hereto and incorporated herein by this reference.


 


3.                                       The foregoing amendment to the Articles of
Incorporation, readopting Article EIGHT, has been duly approved by the
Corporation’s Board of Directors.


 


4.                                       The foregoing amendment to the Corporation’s
Articles of Incorporation, readopting Article EIGHT, has been duly
approved by the required vote of shareholders in accordance with
Section 902 of the Corporations Code. The Corporation has only one class
of shares outstanding. The total number of outstanding shares of the
Corporation is 637,699. The number of shares voting in favor of the amendment
equaled or exceeded the vote required. The percentage of votes required was 662/3%.


 


5.                                       The foregoing amendment has been duly
approved by the required vote of shareholders in accordance with
Section 710 of the Corporations Code. The number of shares voting in favor
of the amendment equaled or exceeded 662/3%
of the total number of outstanding shares.


 


The undersigned declare under penalty of perjury under the laws of the
State of California that the matters set forth in the foregoing Certificate are
true and correct of their own knowledge.


 


Executed at San Luis Obispo, California on May 25, 2004.


 


	
   

  	
  

  
	
   

  	
  Anita
  M. Robinson, President

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Karl
  F. Wittstrom, Secretary

  



 
















 


EXHIBIT “A”


 


EIGHT


 


In addition to the voting requirements specified by the California
General Corporation Law, the affirmative vote of the holders of not less than
662/3% of the issued and outstanding shares of stock of
this corporation shall be required to authorize, adopt or approve any of the
following:


 


(a)                                  The adoption of any agreement or plan for the
merger or consolidation of this corporation with or into any person, firm,
corporation or other entity;


 


(b)                                 The sale, lease, conveyance, exchange,
transfer, distribution, liquidation or other disposition of all or
substantially all of the property and assets of this corporation to any person,
firm, corporation or other entity; or


 


(c)                                  The amendment or repeal of this
Article EIGHT.


 


[SEAL]


 
















 


A0613739


 


	
   

  	
  CERTIFICATE OF AMENDMENT

  	
  ENDORSED - FILED

  
	
   

  	
  OF ARTICLES OF INCOPORATION OF

  	
  in the office of the Secretary of State

  
	
   

  	
  MISSION COMMUNITY BANCORP

  	
  of the State of California

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  JUN 24 2004

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  KEVIN SHELLEY

  
	
   

  	
   

  	
  Secretary of State

  



 


Anita M. Robinson and Karl F. Wittstrom certify that:


 


1.                                       They are the President and Secretary,
respectively, of Mission Community Bancorp, a California corporation.


 


2.                                       The Corporation’s Articles of Incorporation
has been amended by readopting Article NINE, which is set forth on Exhibit
“B” attached hereto and incorporated herein by this reference.


 


3.                                       The foregoing amendment to the Articles of
Incorporation, readopting Article NINE, has been duly approved by the
Corporation’s Board of Directors.


 


4.                                       The foregoing amendment to the Corporation’s
Articles of Incorporation, readopting Article NINE, has been duly approved
by the required vote of shareholders in accordance with Section 902 of the
Corporations Code. The Corporation has only one class of shares outstanding.
The total number of outstanding shares of the Corporation is 637,699. The
number of shares voting in favor of the amendment equaled or exceeded the vote
required. The percentage of votes required was more than 662/3%.


 


f.                                         The foregoing amendment has been duly
approved by the required vote of shareholders in accordance with
Section 710 of the Corporations Code. The number of shares voting in favor
of the amendment equaled or exceeded 662/3%
of the total number of outstanding shares.


 


The undersigned declare under penalty of perjury under the laws of the
State of California that the matters set forth in the foregoing Certificate are
true and correct of their own knowledge.


 


Executed at San Luis Obispo, California on May 25, 2004.


 


	
   

  	
  

  
	
   

  	
  Anita
  M. Robinson, President

  
	
   

  	
   

  
	
   

  	
  

  
	
   

  	
  Karl
  F. Wittstrom, Secretary

  



 
















 


NINE


 


(a)                                  Definitions. For the purposes of this Article NINE:


 


1.                                       The term “Beneficial Owner” and correlative
terms shall have the meaning as set forth in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, or any similar successor Rule. Without
limitation and in addition to the foregoing, any Voting Stock of this
corporation which any Major Shareholder has the right to vote or to acquire:
(i) pursuant to any agreement; (ii) by reason of tenders of shares by
shareholders of the corporation in connection with or pursuant to a tender
offer made by such Major Shareholder (whether or not any tenders have been
accepted, but excluding tenders which have been rejected); or (iii) upon the
exercise of conversion rights, warrants, options or otherwise, shall be deemed
“beneficially owned” by such Major Shareholder.


 


2.                                       The term “Business Combination” shall mean:


 


A.                                   Any merger or consolidation (whether in a
single transaction or a series of related transactions, including a series of
separate transactions with a Major Shareholder, any Affiliate or Associate
thereof, or any Person acting in concert therewith) of this corporation or any
Subsidiary with or into a Major Shareholder or of a Major Shareholder with or
into this corporation or a Subsidiary;


 


B.                                     Any sale, lease, exchange, transfer,
distribution to shareholders or other disposition, including without
limitation, a mortgage, pledge or any other security device, to or with a Major
Shareholder by the corporation or any of its Subsidiaries (in a single
transaction or a series of related transactions) of all, substantially all or
any Substantial Part of the assets of this corporation or a Subsidiary
(including, without limitation, any securities of a Subsidiary);


 


C.                                     The purchase, exchange, lease or other
acquisition by the corporation or any of its Subsidiaries (in a single
transaction or a series of related transactions) of all, substantially all or
any Substantial Part of the assets or business of a Major Shareholder;


 


D.                                    The issuance of any securities, or of any
rights, warrants or options to acquire any securities, of this corporation or a
Subsidiary, eighty percent (80%) or more of which are issued to a Major Shareholder,
or the acquisition by this corporation or a Subsidiary of any securities, or of
any rights, warrants or options to acquire any securities, of a Major
Shareholder;


 


E.                                      Any reclassification of Voting Stock,
recapitalization or other transaction (other than a redemption in accordance
with the terms of the security


 


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redeemed) which has the effect, directly or indirectly, of increasing
the proportionate amount of Voting Stock of the corporation or any Subsidiary
thereof which is beneficially owned by a Major Shareholder, or any partial
liquidation, spin off, split off or split up of the corporation or any
Subsidiary thereof; provided, however, that this Section (a)2.E of
Article NINE shall not relate to any transaction of the types specified
herein that has been approved by eighty percent (80%) of the Board of
Directors; and


 


F.                                      Any Agreement, contract or other arrangement
providing for any of the 

transactions described herein.


 


3.                                       The term “Major Shareholder” shall mean any
Person which, together with its “Affiliates” and “Associates” (as defined in
Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or any similar
successor Rule) and any Person acting in concert therewith, is the beneficial
owner of shares possessing ten percent (10%) or more of the voting power of the
Voting Stock of this corporation, and any Affiliate or Associate of a Major
Shareholder, including a Person acting in concert therewith. The term “Major
Shareholder” shall not include a Subsidiary of this corporation.


 


4.                                       The term “other consideration to be received”
shall include, without limitation, Voting Stock of this corporation retained by
its existing shareholders in the event of a Business Combination which is a merger
or consolidation in which this corporation is the surviving corporation.


 


5.                                       The term “Person” shall mean any individual,
corporation, partnership or other person, group or entity (other than this
corporation, any Subsidiary of this corporation or a trustee holding stock for
the benefit of employees of this corporation or its Subsidiaries, or any one of
them, pursuant to one or more employee benefit plans or arrangements). When two
or more Persons act as a partnership, limited partnership, syndicate,
association or other group for the purpose of acquiring, holding or disposing
of shares of stock, such partnership, syndicate, association or group will be
deemed a “Person.”


 


6.                                       The term “Subsidiary” shall mean any business
entity fifty percent (50%) or more of which is beneficially owned by this
corporation.


 


7.                                       The term “Substantial Part,” as used in
reference to the assets of the corporation, of any Subsidiary or of any Major
Shareholder means assets having a value of more than five percent (5%) of the
total consolidated assets of the corporation and its Subsidiaries as of the end
of the corporation’s most recent fiscal year ending prior to the time the
determination is made.


 


8.                                       The term “Voting Stock” shall mean stock or
other securities entitled to vote upon any action to be taken in connection
with any Business Combination or entitled to vote generally in the election of
directors, and shall also include stock or other securities convertible into
Voting Stock.


 


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(b)                                 Notwithstanding any other provisions of these
Articles of Incorporation and except as set forth in Section (c) of
Article NINE, neither the corporation nor any Subsidiary shall be party to
a Business Combination unless:


 


1.                             The Business Combination was approved by the
Board of Directors of the corporation prior to the Major Shareholder involved
in the Business Combination becoming such; or


 


2.                            The Major Shareholder involved in the
Business Combination sought and obtained the unanimous prior approval of the
Board of Directors to become a Major Shareholder and the Business Combination
was approved by not less than eighty percent (80%) of the Board of Directors;
or


 


3.                             The Business Combination was approved by not
less than ninety percent (90%) of the Board of Directors of the corporation.


 


(c)                                  The approval requirements of Section (b)
of Article NINE shall not apply if the Business Combination is approved by
the vote of at least sixty-six and two-thirds percent (662/3%)
of the shares of the Voting Stock of this corporation and all of the following
conditions are satisfied:


 


1.                                       The aggregate of the cash and the fair market
value of other consideration to be received per share (as adjusted for stock
splits, stock dividends, reclassification of shares into a lesser number and
similar events) by holders of the Voting Stock of this corporation in the
Business Combination is not less than the higher of: (i) the highest per share
price (including brokerage commissions, soliciting dealers’ fees, dealer-management
compensation, and other expenses, including, but not limited to, costs of
newspaper advertisements, printing expenses and attorneys’ fees) paid by the
Major Shareholder in acquiring any of this corporation’s Voting Stock; or (ii)
an amount which bears the same or a greater percentage relationship to the
market price of this corporation’s Voting Stock immediately prior to the
announcement of such Business Combination as the highest per share price
determined in (i) above bears to the market price of this corporation’s Voting
Stock immediately prior to the commencement of acquisition of this
corporation’s Voting Stock by such Major Shareholder;


 


2.                                       The consideration to be received in such
Business Combination by holders of the Voting Stock of this corporation shall
be, except to the extent that a shareholder agrees otherwise as to all or a
part of his or her shares, in the same form and of the same kind as paid by the
Major Shareholder in acquiring his Voting Stock of the corporation;


 


3.                                       After becoming a Major Shareholder and prior
to consummation of such Business Combination: (i) such Major Shareholder shall
not have acquired any newly-issued shares of capital stock, directly or
indirectly, from this corporation or a Subsidiary (except upon conversion of
convertible securities acquired by it prior to becoming a Major Shareholder or
upon compliance with the provisions of this Article NINE or as a result of
a pro rata share dividend or share split); and (ii) such Major Shareholder
shall not have received the benefit,


 


B-3
















 


directly
or indirectly (except proportionately as a shareholder), of any loans,
advances, guarantees, pledges or other financial assistance or tax credits
provided by this corporation or a Subsidiary, or made any major changes in this
corporation’s business or equity capital structure; and


 


4.                                       A proxy statement responsive to the
requirements of the Securities Exchange Act of 1934 and Rules promulgated
thereunder, whether or not this corporation is then subject to such
requirements, shall be mailed to all shareholders of this corporation for the
purpose of soliciting shareholders’ approval of such Business Combination and
shall contain at the front thereof, in a prominent place: (i) any recommendations
as to the advisability (or inadvisability) of the Business Combination which
any one or more members of Board of Directors may choose to state; and (ii) the
opinion of a reputable national investment banking firm as to the fairness (or
lack thereof) of the terms of such Business Combination, from the point of view
of the remaining shareholders of this corporation (such investment banking firm
to be engaged solely on behalf of the remaining shareholders, to be paid a
reasonable fee for their services by this corporation upon receipt of such
opinion, to be one of the so-called major bracket investment banking firms
which has not previously been associated with such Major Shareholder and to be
selected by the Board of Directors).


 


(d)                                 The affirmative vote required by this
Article NINE is in addition to the vote of the holders of any class or
series of stock of the corporation otherwise required by law, these Articles of
Incorporation, or any resolution which has been adopted by the Board of Directors
providing for the issuance of a class or series of Preferred Stock.


 


(e)                                  Nothing contained in this Article NINE
shall be construed as relieving any Major Shareholder or any Affiliate or
Associate thereof from any fiduciary obligation imposed by law.


 


(f)                                    The fact that any action or transaction
complies with the provisions of this Article NINE shall not be construed
as imposing any fiduciary duty, obligation or responsibility on the Board of
Directors or any member thereof to approve such action or transaction or
recommend its adoption or approval to the shareholders of the corporation, nor
shall such compliance limit, prohibit or otherwise restrict in any manner the
Board of Directors, or any member thereof, with respect to evaluations of, or
action and responses taken with respect to, such action or transaction.


 


(g)                                 Any amendment, change or repeal of this
Article NINE or any other amendment of these Articles of Incorporation
which would have the effect of modifying or permitting circumvention of the
provisions of this Article NINE shall require approval by at least a
sixty-six and two-thirds percent (662/3%) vote of the
Voting Stock of the corporation.


 


[SEAL]


 


B-4