Exhibit 10.2


 


UST Seq. No. 170


 


UNITED STATES
DEPARTMENT OF THE TREASURY


1500 Pennsylvania
Avenue, NW


Washington, D.C.
20220


 


January 9, 2009


 


Ladies and Gentlemen:


 


Reference is made to that certain Letter Agreement
incorporating the Securities Purchase Agreement Standard Terms dated of as of
the date of this letter agreement (the “Securities Purchase
Agreement”) between United States Department of Treasury (“Investor”) and the company named on the signature page hereto
(the “Company”).  Investor and the Company desire to amend the
Securities Purchase Agreement as follows:


 


1.                                       Section 2.1(a) of
the Securities Purchase Agreement is amended to read in its entirety as
follows:


 


“(a)         [Intentionally Omitted.]”


 


2.                                       Section 2.1(c) of
the Securities Purchase Agreement is amended to read in its entirety as
follows:


 


“(c)         “Previously Disclosed” means information set forth or
incorporated in the Company’s Annual Report on Form 10-K for the most
recently completed fiscal year of the Company filed with the Primary Federal
Securities Regulator prior to the execution and delivery of this Agreement (the
“Last Fiscal Year”) or in its
other reports and forms filed with or furnished to the Primary Federal
Securities Regulator as contemplated under Sections 13(a), 14(a) or 15(d) of
the Exchange Act on or after the last day of the Last Fiscal Year and prior to
the execution and delivery of this Agreement. 
“Primary Federal Securities Regulator”
means the SEC or the primary federal bank regulator with which the Company
files its reports, registration statements, proxy statements and other filings
under the Exchange Act.  If the Company
is required to make filings with a Primary Federal Securities Regulator other
than the SEC, all references in this Agreement to the SEC shall be deemed to
refer to the Company’s Primary Federal Securities Regulator.”


 


3.                                       The
definition of “Registrable Securities” in Section 4.5(l)(iv) of the
Securities Purchase Agreement is amended by adding the following sentence at
the end thereof:


 


“Notwithstanding anything in this Section 4.5(l)(iv) to
the contrary, Registrable Securities shall not include any securities of the
Company that are referred to in Section 3(a) of the Securities Act; provided,
however, that in the event that the Company’s Primary Federal Securities
Regulator is not the SEC, the Company shall take such actions (if any)
as are provided for under such Primary Federal Securities Regulator’s rules in
order to permit the resale of Registrable Securities by the Holders in
accordance with such rules.”


 

















 


From and after the date hereof, each reference in the
Securities Purchase Agreement to “this Agreement” or words of like import shall
mean and be a reference to the Agreement (as defined in the Securities Purchase
Agreement) as amended by this letter agreement and each reference in the
Securities Purchase Agreement to “this Securities Purchase Agreement” or words
of like import shall mean and be a reference to the Securities Purchase
Agreement as amended by this letter agreement.


 


This letter agreement will be governed by and
construed in accordance with the federal law of the United States if and to the
extent such law is applicable, and otherwise in accordance with the laws of the
State of New York applicable to contracts made and to be performed entirely
within such State.


 


This letter agreement may be executed in any number of
separate counterparts, each such counterpart being deemed to be an original
instrument, and all such counterparts will together constitute the same
agreement.  Executed signature pages to
this letter agreement may be delivered by facsimile and such facsimiles will be
deemed sufficient as if actual signature pages had been delivered.


 


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In witness whereof, the parties have duly executed
this letter agreement as of the date first written above.


 


	
   

  	
  UNITED STATES DEPARTMENT
  OF

  
	
   

  	
  THE TREASURY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Neel Kashkari

  
	
   

  	
   

  	
  Name: Neel Kashkari

  
	
   

  	
   

  	
  Title: Interim Asst. Secty. For Financial Stability

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  COMPANY: MISSION COMMUNITY BANCORP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anita M. Robinson

  
	
   

  	
    Name: Anita
  M. Robinson

  
	
   

  	
     Title:
  President and Chief Executive Officer

  



 


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