VOTING AND SUPPORT AGREEMENT



         VOTING AND SUPPORT AGREEMENT, dated as of November 1, 2006 (this

"Agreement"), by and between VIB Corp, a corporation organized under the laws of

California ("Acquiror"), and Alan Rains (the "Shareholder"), both in his

individual capacity and as trustee of Rains Family Trust. Capitalized terms used

but not defined herein shall have the meanings given to such terms in the Merger

Agreement (as such term is defined below).





                              W I T N E S S E T H:



         WHEREAS, Mid-State Bancshares (the "Company"), Acquiror and Chardonnay

Merger Sub Corp. (Acquiror's wholly-owned subsidiary, "Merger Sub") are,

immediately after the execution and delivery of this Agreement, entering into an

Agreement and Plan of Merger, dated the date hereof (the "Merger Agreement"),

pursuant to which Merger Sub will merge with and into the Company (the "Merger")

and the holders of the Company Common Stock will receive the cash consideration

provided for therein. It is expected that, subsequent to the Merger, the Company

will merge with and into Acquiror, with Acquiror being the surviving corporation

and Company Bank will merge into Acquiror Bank, with Acquiror Bank being the

surviving bank (together the "Other Mergers");



         WHEREAS, as of the date hereof, the Shareholder is a member of the

Company's board of directors and is the beneficial owner of the shares of

Company Common Stock (including any restricted shares of Company Common Stock

held by such Shareholder, the "Existing Shares") and options to purchase shares

of Common Stock (the "Existing Options") listed on the signature page hereto.

The Existing Shares and the Existing Options, together with any shares of

Company Common Stock, options to purchase shares of Company Common Stock or

other voting capital stock of the Company acquired by the Shareholder after the

date hereof are referred to herein as the "Shares"; and



         WHEREAS, as a condition to entering into the Merger Agreement, Acquiror

has required that the Shareholder, solely in the Shareholder's capacity as a

holder of Shares, enter into, and the Shareholder has agreed to enter into, this

Agreement;



         NOW, THEREFORE, in consideration of the foregoing and the mutual

representations, warranties, covenants and agreements contained herein, and

intending to be legally bound hereby, the parties hereto hereby agree as

follows:

{PAGE}



                                   ARTICLE I



                                     VOTING



         1.1 Agreement to Vote. The Shareholder irrevocably and unconditionally

agrees that, from and after the date hereof and until the date on which this

Agreement is terminated pursuant to Section 4.1, at the Company Meeting or any

other meeting of the shareholders of the Company, however called, or in

connection with any written consent of the shareholders of the Company, relating

to any proposed action by the shareholders of the Company with respect to the

matters set forth in Section 1.1(b) below, the Shareholder shall:



         (a) appear at each such meeting or otherwise cause the Existing Shares

and any shares of Company Common Stock acquired by the Shareholder after the

date hereof, or other voting securities of the Company (whenever acquired) that

are owned beneficially or of record by the Shareholder or as to which he has,

directly or indirectly, the right to vote or direct the voting to be counted as

present thereat for purposes of calculating a quorum; and



         (b) vote (or cause to be voted), in person or by proxy, or deliver a

written consent (or cause a consent to be delivered) covering, all the Existing

Shares, any shares of Company Common Stock acquired by the Shareholder after the

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