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:

1.

Section 7.1(c) is added to the Plan to read as follows:



(c)

If a Participant fails to make an annual election (and assuming that such Participant has not already retired), such Participant shall be deemed to have elected to receive Participant's credited amount in equal monthly installments payable over a 10 year period.




2.

Section 8.3 of the Plan is amended in full to read as follows:


 

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