AGREEMENT AND PLAN OF REORGANIZATION Dated December 12, 2002 and

                             Amendment No 1 thereto







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                      Agreement and Plan of Reorganization



         This Agreement and Plan of Reorganization ("Plan of Reorganization") is

made and entered into as of the 12th day of December,  2002,  by and between MNB

Holdings  Corporation,  a California  corporation (the "Holding  Company"),  and

Mission National Bank, a national banking association (the "Bank").



         WHEREAS,  the  Bank,  subject  to the  approval  of the  Office  of the

Comptroller  of the Currency  (the "OCC") and upon the  affirmative  vote of the

shareholders  of the  Bank  owning  at least  two-thirds  of its  capital  stock

outstanding,  desires  to  reorganize  so as to  become a  subsidiary  of a bank

holding  company,  registered  under the Bank  Holding  Company Act of 1956,  as

amended (the "BHCA");



         WHEREAS,   the  Board  of   Directors   of  the  Bank  has  caused  the

incorporation  and  organization of the Holding Company for the purposes of said

reorganization;



         WHEREAS,  the Holding Company,  subject to the approval of the Board of

Governors of the Federal Reserve System (the "Federal Reserve  Board"),  desires

to become  the parent  holding  company  of the Bank and to  register  as a bank

holding company under the BHCA; and



         WHEREAS,   the  Bank  and  the  Holding  Company  desire  to  have  the

shareholders of the Bank exchange their shares of common stock,  par value $5.00

per share, for shares of the common stock, no par value, of the Holding Company,

so that all  shareholders  of the Bank (except for those who perfect  dissenting

shareholders'  rights) will become  shareholders of the Holding Company,  on the

terms and conditions hereinafter set forth;



         NOW, THEREFORE, in consideration of the mutual covenants and agreements

contained herein, and intending to be legally bound hereby, the parties agree as

follows:



Section 1. Reorganization



         1.1.  National Bank  Consolidation and Merger Act. Subject to the terms

and  conditions  hereinafter  set forth,  the parties  hereto  agree to effect a

reorganization  of the Bank so as to become a subsidiary of the Holding  Company

(the  "Reorganization")   pursuant  to  the  provisions  of  the  National  Bank

Consolidation and Merger Act, 12 U.S.C.  Section 215a-2 (the "Bank Merger Act"),

and 12 CFR Section 7.2000. The Reorganization shall be carried out in accordance

with the  provisions  of this Plan of  Reorganization,  which is intended by the

parties to  constitute  a  "reorganization  plan" within the meaning of the Bank

Merger Act.



         1.2.   Internal   Revenue   Code.   The  parties   hereto   intend  the

Reorganization  to qualify as a tax-free  transfer within the meaning of Section

351 of the Internal Revenue Code of 1986, as amended.





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         1.3. Effect of the Reorganization. By virtue of the Reorganization, and

upon   consummation   of  the   transactions   contemplated   by  this  Plan  of

Reorganization,  each outstanding share of the Common stock, par value $5.00 per

share,  of the Bank (other than any shares as to which  dissenters'  rights have

been  perfected as provided in Section 2.3 hereof),  shall be converted into the

right to receive one (1) share of the Common stock, no par value, of the Holding

Company.  The  corporate  existence of the Bank shall not be deemed to have been

affected in any way by reason of the  Reorganization.  The Bank will continue in

existence as a wholly owned subsidiary of the Holding Company with the same name

("Mission National Bank") and the same national bank charter number as currently

assigned  to the Bank.  All assets,  liabilities,  rights,  duties,  privileges,

immunities,  powers,  franchises  and  interests of the Bank,  of every kind and

description, as existing on the Effective Date of the Reorganization (as defined

below), shall continue in the Bank, without any change or interruption by reason

of the Reorganization; directors, officers and employees of the Bank immediately

prior to the  Effective  Date of the  Reorganization  (as defined  below)  shall

continue to serve as  directors,  officers and  employees  of the Bank,  without

change by reason of the Reorganization;  and neither the rights of creditors nor

any  liens  upon  property  of the  Bank  shall be  impaired  by  reason  of the

Reorganization.



         1.4. Holding Company Common Stock. Immediately after the Effective Date

of the  Reorganization  (as defined below), the Holding Company shall repurchase

all of the  shares of the  Holding  Company's  common  stock that are issued and

outstanding as of the date of this Plan of Reorganization  (the  "Organizational

Shares") in consideration  for the payment to the holder(s) thereof of an amount

equal to the aggregate capital  contribution  theretofore made by such holder(s)

to the Holding Company with respect to such shares.



Section 2. Exchange of Shares



         2.1.  The  Closing.  The  transactions  contemplated  by  this  Plan of

Reorganization  shall become  effective on the closing date selected by the Bank

and the Holding  Company  (the  "Effective  Date"),  after  satisfaction  of the

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