FIRST AMENDMENT TO AGREEMENT

Agreement and Plan of Merger

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Belvedere SoCal, | Spectrum Bank

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Title: FIRST AMENDMENT TO AGREEMENT
Date: 2/6/2008

EXHIBIT 2.1

FIRST AMENDMENT TO

AGREEMENT TO MERGE

AND PLAN OF REORGANIZATION

THIS FIRST AMENDMENT TO THE AGREEMENT TO MERGE AND PLAN OF REORGANIZATION (the “First Amendment”) is entered into as of September 4, 2007, between Belvedere SoCal, a company organized under the laws of California (“SoCal”) , being located in San Francisco, California, and Spectrum Bank, a banking company organized under the laws of California (“ Seller” ), located in Irvine, California.

WHEREAS , SoCal and Seller entered into an Agreement to Merge and Plan of Reorganization dated as of July 13, 2007 (the “Agreement”);

WHEREAS, SoCal has concluded that it wishes to maintain Spectrum Bank as a separate operating subsidiary for a period of time and not immediately merge it into SoCal Bank;

WHEREAS , the Parties wish to make a change and an amendment to the Agreement which they believe to be in the best interest of their respective shareholders;

NOW, THEREFORE, in consideration of the premises and mutual promises

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