Exhibit 10.4

UST 170

January 9, 2009

United States Department of the Treasury

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

Mission Community Bancorp

581 Higuera Street

San Luis Obispo, CA  93401

Ladies and Gentlemen:

Reference is made to that certain Letter Agreement incorporating the Securities Purchase Agreement – Standard Terms dated of even date herewith (the “Securities Purchase Agreement”) by and among United States Department of Treasury (“Investor”) and Mission Community Bancorp (“Company”).  Investor and Company desire to set forth herein certain modifications to the Securities Purchase Agreement and related documents regarding the Company’s obligations to create, issue and register the Warrant Preferred Stock, Warrant and Warrant Shares (collectively, and without limitation, the “Warrant Obligations”).  Capitalized terms used herein but not defined shall have the meaning assigned them in the Securities Purchase Agreement.

Pursuant to Section 113(d)(3) of the Emergency Economic Stabilization Act of 2008, Investor has the discretion to exempt certain financial institutions receiving funds through the Investor’s Capital Purchase Program (“CPP”) from Warrant Obligations.  Investor has elected to exercise its discretion in favor of those financial institutions that are certified as Community Development Financial Institutions (“CDFIs”), and for whom the Purchase Price of the CPP investment is $50 million or less.

Company has represented to us it maintains its status as a CDFI and will receive an investment pursuant to the CPP with a Purchase Price of Five Million One Hundred and Sixteen Thousand Dollars ($5,116,000).  Accordingly, Investor agrees to exempt Company from the Warrant Obligations under the Securities Purchase Agreement and under any other documents required to effect Investor’s investment in Company (collectively, and without limitation, the “Transaction Documents”).  Any and all references in the Transaction Documents with respect to the Warrant Obligations shall be inapplicable and of no effect upon Company.

This letter agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, between the parties with respect to the subject matter hereof.

This letter agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument.  This letter agreement shall 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.

[Remainder of this page intentionally left blank]

2

In witness whereof, this letter agreement has been duly executed by the authorized representatives of the parties hereto as of the date first above written.

MISSION COMMUNITY BANCORP
By:	/s/ Anita M. Robinson
Name:		Anita M. Robinson
Title:		President and Chief Executive Officer
UNITED STATES DEPARTMENT OF
THE TREASURY
By:	/s/ Neel Kashkari
Name:		Neel Kashakari
Title:		Interim Asst. Secty for Financial Stability

3