PLAN OF VOLUNTARY LIQUIDATION AND DISSOLUTION OF PAN AMERICAN BANK FSB

EXHIBIT 2.2

PLAN OF VOLUNTARY LIQUIDATION AND

DISSOLUTION OF PAN AMERICAN BANK FSB

The following Plan of Voluntary Liquidation and Dissolution (the “ Plan ”) shall effect the complete liquidation and dissolution of Pan American Bank FSB, a federally chartered savings and loan association (the “ Bank ”), located at 1801 El Camino Real, Burlingame, California 94010, in accordance with Section 332 of the Internal Revenue Code of 1986, as amended (the “ Code ”), the rules and regulations of the Home Owner’s Loan Act (the “ Act ”) and the rules and regulations of the Office of Thrift Supervision ( “OTS” )

The Plan has been adopted by the Board of Directors of the Bank and approved by PAFI, Inc. (“PAFI”), the sole shareholder of the Bank, and United PanAm Financial Corporation (“UPFC”), the sole shareholder of PAFI.

The Plan provides for the sale of certain of the Bank’s assets, the assumption of certain of its liabilities (including all of its deposit liabilities), the payment or other satisfaction of remaining liabilities (including income tax liabilities), the distribution to PAFI/UPFC of its remaining net assets, and the dissolution and termination of the Bank’s corporate existence, all in accordance with the regulations of the OTS.

RECITALS

A. During the first quarter of 2004, the Bank was notified by the OTS that the Bank was deemed to have an unacceptable level of risk for a federally insured thrift because the Bank was deemed to have an excessive concentration of risk in automobile loans, all of which are non-prime in nature. These automobile loans represent approximately 24% of the Bank’s total assets.

B. Management of the Bank met with the OTS on a number of occasions through March 30, 2004.

C. Based upon the increasing regulatory requirements associated with financing the Bank’s non-prime automobile finance business with insured deposits, and after meetings with the OTS and discussions with its advisors, the Board of Directors of the Bank and UPFC decided to implement a plan for the Bank to exit operations as a savings association and surrender its OTS charter.

D. Because of the unique nature of the Bank’s business, the Board of Directors determined that it was not in the best interest of the Bank and PAFI, its sole stockholder, to sell the Bank in a whole bank transaction. Instead, the Board of Directors determined that adoption of the Plan was in the best interest of the Bank and its stockholder.

E. The Bank has already entered into certain transactions relating to dissolution of the Bank, including retaining investment advisors, entering into branch sale agreements, and allowing its wholly owned subsidiary, United Auto Credit Corporation (“UACC”), to negotiate securitization transactions so UACC may use the securitization transactions as a funding source, instead of using the insured deposits of the Bank as a funding source.

F. This Plan provides for obtaining the approval of the OTS and any other applicable governmental agency for the following:

(i) the consummation of the transactions and/or actions contemplated by Sections 3, 4, 5 and 6 below;

(ii) the payment of the Bank’s final expenses and liabilities that are not assumed by PAFI/UPFC from the proceeds of the purchase and assumption transaction, and the distribution of the Bank’s remaining assets (“ Residual Assets ”) to PAFI/UPFC or a trust to be held for the benefit of PAFI/UPFC; and

(iii) the issuance of a certificate of dissolution, the cancellation of its charter, and the termination of the Bank’s corporate existence.

NOW, THEREFORE, subject to necessary approvals, the Directors herein provide for the following Plan of Voluntary Liquidation and Dissolution:

1. EFFECTIVE DATE OF PLAN OF DISSOLUTION . The consummation of the transactions contemplated by this Plan and the dissolution of the Bank shall be deemed to occur and shall be effective only upon completion of all actions necessary or appropriate under applicable federal and state statutes, the regulations and policies of the OTS and the Charter and Bylaws of the Bank (the “ Effective Date ”). The voluntary dissolution of the Bank shall not occur until, and shall be conditioned upon, consummation of the transactions as contemplated in Section 3 hereto prior to the Effective Date.

2. REGULATORY APPROVALS . Consummation of this Plan is conditioned upon the Bank and every applicable third party receiving approval from all appropriate regulatory entities, including the OTS and the Federal Deposit Insurance Corporation (the “ FDIC ”). Third parties that need to receive approval include entities with whom the Bank has entered into or will enter into agreements relating to sale of the Bank’s branches and deposit liabilities. The Board is authorized and directed to execute and file: (a) this Plan and other relevant material with the OTS to seek its approval for the transactions contemplated in Section 3 below pursuant to 12 CFR § 563.22 and to liquidate, dissolve and terminate its corporate existence pursuant to 12 CFR § 546.4; and (b) such applications, notices and other materials as may be required with (i) the FDIC in order to terminate the insurance on the Bank’s deposit accounts pursuant to Section 8(q) of the Federal Deposit Insurance Act; (ii) the Federal Home Loan Bank of San Francisco for it to terminate the Bank’s membership and to repurchase the Bank’s shares of Federal Home Loan Bank stock; and (iii) any other federal, state or local regulatory authority which has jurisdiction.

3. STEPS FOR DISSOLUTION . The Bank has, or as soon as practicable, the Bank shall, in one or more transactions, sell, lease, transfer or otherwise dispose of all or substantially all of the property and assets of the Bank (other than the stock of UACC and the Other Subsidiaries, as that term is defined below, pending distribution of such stock to PAFI) on terms and conditions satisfactory to the Board or the Special Committee, and subject to any approval by non-objection of, or notice to, the OTS, including:

2

4. GUARANTEE . To facilitate the liquidation, UPFC will irrevocably guarantee (the “Guarantee”) the obligations of the Bank. A form of the Guarantee is attached hereto as Exhibit A .

5. DISSOLUTION AND LIQUIDATION PERIOD . Following the receipt of OTS approval of the Plan, the Bank shall not engage in any business activities (other than by virtue of its ownership of UACC and the Other Subsidiaries pending distribution of the stock of such subsidiaries) except to the extent necessary to preserve the value of its assets, wind up its business affairs, including any liquidation of its subsidiaries (other than UACC and the Other Subsidiaries), and distribute its assets in accordance with this Plan. In any event, the Bank may carry on its business (other than as necessary with respect to its ownership of UACC and the Other Subsidiaries pending distribution of the stock of such subsidiaries) to the extent necessary for the winding up of the Bank, but shall cease to carry on its business upon the

3

earlier to occur of: (i) the sale of all or substantially all of its operating assets, or (ii) transfer of the assets of the Bank to PAFI/UPFC or a Liquidating Trust (defined and described in Section 7 below). Further, the steps set forth below shall be completed at such times as the Board, in its absolute discretion, deems necessary, appropriate or advisable to maximize the value of the Bank’s assets upon liquidation; provided, that such steps may not be delayed longer than is permitted by applicable law. Without limiting the generality of the foregoing, the Board may instruct the officers of the Bank to delay the taking of any of the following steps until the Bank has performed such actions as the Board or such officers determine to be necessary, appropriate or advisable for the Bank to maximize the value of the Bank’s assets upon liquidation; provided, that such steps may not be delayed longer than is permitted by applicable law:

(a) The cessation of all of the Bank’s business activities and the withdrawal of the Bank from any jurisdiction in which it is qualified to do business, except and insofar as necessary for the ownership, and pending distribution of UACC and the Other Subsidiaries and the sale of their assets and for the proper winding up of the Bank pursuant to OTS regulations; or

(b) The negotiation and consummation of sales of all of the assets and properties of the Bank by the Bank’s officers, insofar and on such terms as the Board deems such sales to be necessary, appropriate or advisable.

(c) In addition to the Guarantee (or to the extent not covered by the Guarantee), in accordance with applicable law, the payment and discharge of, or provision as will be reasonably likely to provide sufficient compensation for:

(i) all claims and obligations, including all contingent, conditional or unmatured contractual claims, known to the Bank;

(ii) any claim against the Bank that is the subject of a pending action, suit or proceeding to which the Bank is a party; and

(iii) claims that have not been made known to the Bank or that have not arisen but that, based on facts known to the Bank, are likely to arise or to become known to the Bank within five years after the Effective Date.

6. AUTHORITY OF OFFICERS AND DIRECTORS . After receipt of OTS approval of the Plan, the Board and the officers of the Bank shall continue in their positions for the purpose of winding up the affairs of the Bank as contemplated by the Act and OTS regulations. The Board may appoint officers, hire employees and retain independent contractors in connection with the winding up process, and is authorized to pay to the Bank’s officers, directors and employees, or any of them, compensation or additional compensation above their regular compensation, in money or other property, in recognition of the extraordinary efforts they, or any of them, will be required to undertake, or actually undertake, in connection with the successful implementation of this Plan. Adoption of this Plan by PAFI, sole holder the outstanding capital securities of the Bank shall constitute the approval of the Bank’s stockholder of the Board’s authorization of the payment of any such compensation.

The adoption of the Plan by the Bank’s sole stockholder shall constitute full and complete authority for the Board and the officers of the Bank, without further stockholder action, but subject to any regulatory approvals or non-objections, to do and perform any and all acts and to make, execute and deliver any and all agreements, conveyances, assignments, transfers, certificates and other documents of any kind and character which the Board or such officers deem necessary, appropriate or advisable: (i) to sell, dispose, convey, transfer and deliver the assets of the Bank, (ii) to satisfy or provide for the satisfaction of the Bank’s obligations in accordance with OTS regulations, (iii) to distribute all of the

4

remaining funds of the Bank and any unsold assets of the Bank to the Bank’s stockholder, and (iv) to dissolve the Bank in accordance with the laws of the United States of America and cause its withdrawal from all jurisdictions in which it is authorized to do business.

The Board shall have the authority to appoint a special committee (“Special Committee”) to oversee and implement the Plan.

7. LIQUIDATING TRUST . The Board may, if the Board, in its absolute discretion deems it necessary, appropriate or desirable, establish a liquidating trust (the “ Liquidating Trust ”) and transfer assets and liabilities of the Bank to the Liquidating Trust for the purposes of prosecuting and defending suits, by or against the Bank, enabling the Bank to settle and close its business, to dispose of and convey the property of the Bank, to discharge the liabilities of the Bank and to distribute to the Bank’s stockholders any remaining assets. The Board shall determine, in its absolute discretion, whether and when to transfer any of the Bank’s remaining assets to the Liquidating Trust; provided, however, if all of the Bank’s assets are not distributed within one year of receipt of OTS approval of the Plan, the Bank shall transfer all of its remaining assets, including any Residual Assets, to the Liquidating Trust.

The Liquidating Trust may be established by agreement with one or more Trustees selected by the Board. If the Liquidating Trust is established by agreement with one or more Trustees, the trust agreement establishing and governing the Liquidating Trust shall be in form and substance determined by the Board