AGREEMENT AND PLAN OF REORGANIZATION AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION

     This Agreement and Plan of Reorganization (the "Agreement") is entered into as of May 9, 2006, by and among SAN JOAQUIN BANK (the "Bank"), SAN JOAQUIN REORGANIZATION CORP. ("Reorganization Co."), and SAN JOAQUIN BANCORP (the "Holding Company").

     A. The Bank is a California state-chartered bank with its principal office in the City of Bakersfield, State of California. Reorganization Co. is a corporation duly organized and existing under the laws of the State of California. The Holding Company is a corporation duly organized and existing under the laws of the State of California with its principal office in the City of Bakersfield, State of California.

     B. As of April 25, 2006, the Bank has 10,000,000 shares of common stock without par value authorized and 5,000,000 shares of preferred stock authorized. As of April 25, 2006, 3,474,212 shares of common stock are issued and outstanding and no shares of preferred stock are outstanding.

     C. As of the date hereof, Reorganization Co. has 100 shares of common stock without par value authorized. Immediately prior to the Effective Time (as such term is defined below), all 100 share of such common stock will be issued and outstanding, all of which shares will be owned by the Holding Company.

     D. As of the date hereof, the Holding Company has 20,000,000 shares of common stock without par value authorized and 5,000,000 shares of preferred stock authorized. As of the date hereof, one share of common stock is issued and outstanding and no shares of preferred stock are outstanding.

     E. The Boards of Directors of the Bank, the Holding Company and Reorganization Co., respectively, have unanimously approved this Agreement and the Agreement of Merger attached hereto as Annex A (the "Merger Agreement") and authorized the execution, delivery and performance of each thereof.

     F. The Holding Company, as sole shareholder of Reorganization Co., has approved this Agreement and authorized its execution, and Bruce Maclin, as sole shareholder of the Holding Company, has approved this Agreement and authorized its execution.

     1.1 The Merger . At the Effective Time, Reorganization Co. shall be merged with and into the Bank, with the Bank being the surviving corporation (the "Merger"). The Bank shall thereafter be a subsidiary of the Holding Company, and its name shall continue to be "San Joaquin Bank."

     1.2 Effective Time . The merger described herein shall become effective at the time when an executed copy of the Merger Agreement is filed with the Secretary of State of the State of California in accordance with Section 1103 of the California General Corporation Law (the "Effective Time").

     1.3 Articles of Incorporation and Bylaws . At the Effective Time, the Articles of Incorporation of the Bank, as in effect immediately prior to the Effective Time, shall remain the Articles of Incorporation of the Bank until amended; the Bylaws of the Bank, as in effect immediately prior to the Effective Time, shall remain the Bylaws of the Bank until amended; the certificate of authority of the Bank issued by the Commissioner of Financial Institutions of the State of California shall remain the certificate of authority of the Bank, and the Bank's deposit insurance coverage by the Federal Deposit Insurance Corporation shall remain the deposit insurance of the Bank.

     1.4 Directors and Officers . At the Effective Time, the directors and officers of the Bank immediately prior to the Effective Time shall remain the directors and officers of the Bank. The directors of the Bank shall serve until the next annual meeting of shareholders of the Bank or until such time as their successors are elected and have been qualified.

     (a) Assets and Rights . At the Effective Time and thereafter, all rights, privileges, franchises and property of Reorganization Co. and all debts and liabilities due or to become due to Reorganization Co., including choses in action and every interest or asset of conceivable value or benefit, shall be deemed fully and finally and without any right of reversion vested in the Bank without further act or deed; and the Bank shall have and hold the same in its own right as fully as the same was possessed and held by Reorganization Co.

     (b) Liabilities . At the Effective Time and thereafter, all debts, liabilities and obligations due or to become due of, and all claims and demands for any cause existing against, Reorganization Co. shall be and become the debts, liabilities or obligations of, or the claims or demands against, the Bank in the same manner as if the Bank had itself incurred or become liable for them.

     (c) Creditors' Rights and Liens . At the Effective Time and thereafter, all rights or creditors of Reorganization Co. and all liens upon the property of Reorganization Co. shall be preserved unimpaired, and shall be limited to the property affected by such liens immediately prior to the Effective Time.

     (d) Pending Actions . At the Effective Time and thereafter, any action or proceeding pending by or against Reorganization Co. shall not be deemed to have abated or been discontinued, but may be pursued to judgment with full right to appeal or review. Any such action or proceeding may be pursued as if the merger described herein had not occurred, or with the Bank substituted in place of Reorganization Co. as the case may be.

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