This INDEMNIFICATION AGREEMENT (the “Agreement”), dated as of October 14,

2009, is made and entered into by and between San Joaquin Bancorp, a California corporation (the “Corporation”), and Mark A. Taylor (“Indemnitee”) with reference to the following facts:

A. Indemnitee began to serve as of October 4, 2009 (the “Date of Service”) and is now serving the Company, or a subsidiary of the Company, as an Agent (as defined herein) thereof including, more specifically, as an executive officer or director of the Corporation.

B. The parties hereto acknowledge that Indemnitee’s service to the Corporation in the capacities indicated above may expose Indemnitee to claims, lawsuits and risk of liability.

C. The parties further recognize that the compensation or fees payable to Indemnitee for services to the Corporation may not be commensurate with the potential risk involved and that the Corporation may now, or in the future, be unable to provide adequate insurance at a reasonable cost to cover such risk.

D. Accordingly, as an inducement to Indemnitee to continue to serve the Corporation in the capacities indicated above, the Corporation and Indemnitee desire to enter into this Agreement pursuant to which the Corporation undertakes to indemnify Indemnitee against such risks incurred as an Agent, to the extent that it is permitted to do so under the laws of the State of California and all other applicable laws.

     NOW, THEREFORE, in consideration of the premises and the covenants in this Agreement, and of Indemnitee serving and continuing to serve the Corporation as an Agent and intending to be legally bound hereby, effective as of the Date of Service identified above, the parties hereto agree as follows:

Indemnitee agrees to serve (a) as a director of the

Corporation so long as Indemnitee is duly appointed or elected and qualified in accordance with the applicable provisions of the Articles of Incorporation and bylaws of the Corporation, and until such time as Indemnitee resigns or fails to stand for election or is removed from Indemnitee’s position, or (b) otherwise as an Agent (as hereinafter defined) of the Corporation. Indemnitee may, in his discretion, from time to time also perform other services at the request or for the convenience of, or otherwise benefiting the Corporation. Indemnitee may at any time and for any reason (or for no reason) resign or be removed as a director (in the manner provided under California law) or, with respect to other positions as an Agent, be terminated from such positions (subject to any other contractual obligation or other restriction imposed in the Articles of Incorporation or by operation of law).

      2. Indemnification. Subject to the limitations set forth herein and in Section 6 hereof, the Corporation hereby agrees to indemnify Indemnitee as follows:

     The Corporation shall, with respect to any Proceeding (as hereinafter defined) associated with Indemnitee’s being an Agent of the Corporation, indemnify Indemnitee to the fullest extent permitted by applicable law and the Articles of Incorporation of the Corporation in effect on the date hereof or as such law or Articles of Incorporation may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader indemnification rights than the law or Articles of Incorporation permitted the Corporation to provide before such amendment). The right to indemnification conferred herein and in the Articles of Incorporation shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Corporation as an Agent and shall be enforceable as a contract right. Without in any way diminishing the scope of the indemnification provided by this Section 2, the Corporation will indemnify Indemnitee to the full extent permitted by law if and wherever Indemnitee is or was a party or is threatened to be made a party to any Proceeding, including any such Proceeding brought by or in the right of the Corporation, by reason of the fact that Indemnitee is or was an Agent or by reason of anything done or not done by Indemnitee in such capacity, against Expenses (as hereinafter defined) and Liabilities (as hereinafter defined) actually and reasonably incurred by Indemnitee or on his behalf in connection with the investigation, defense, settlement or appeal of such Proceeding. In addition to, and not as a limitation of, the foregoing, the rights of indemnification of Indemnitee provided under this Agreement shall include those rights set forth in Sections 3 and 8 below. Notwithstanding the foregoing, the Corporation shall be required to indemnify Indemnitee in connection with a Proceeding commenced by Indemnitee (other than a Proceeding commenced by Indemnitee to enforce Indemnitee’s rights under this Agreement) only if the commencement of such Proceeding was authorized by the Board of Directors.

      3. Advancement of Expenses. All reasonable Expenses incurred by or on behalf of Indemnitee (including costs of enforcement of this Agreement) shall be advanced from time to time by the Corporation to Indemnitee within ten (10) days after the receipt by the Corporation of a written request for an advance of Expenses, whether prior to or after final disposition of a Proceeding (except to the extent that there has been a Final Adverse Determination (as hereinafter defined) that Indemnitee is not entitled to be indemnified for such Expenses), including without limitation any Proceeding brought by or in the right of the Corporation. The written request for an advancement of any and all expenses under this paragraph shall contain reasonable detail of the Expenses incurred by Indemnitee. In the event that such written request shall be accompanied by an affidavit of counsel to Indemnitee to the effect that such counsel has reviewed such expenses and that such expenses are reasonable in such counsel’s view, then such expenses shall be deemed reasonable in the absence of clear and convincing evidence to the contrary. By execution of this Agreement, Indemnitee shall be deemed to have made whatever undertaking may be required by law at the time of any advancement of Expenses with respect to repayment to the Corporation of such Expenses. In the event that the Corporation shall breach its obligation to advance Expenses under this Section 3, the parties hereto agree that Indemnitee’s remedies available at law would not be adequate and difficult to prove and that Indemnitee would be entitled to specific performance. Accordingly, the Corporation and Indemnitee agree that Indemnitee shall be entitled to temporary and permanent injunctive relief to enforce this Agreement without the necessity of proving actual damages or irreparable harm. The Corporation and Indemnitee further agree that Indemnitee shall be entitled to such injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bond or any other similar undertaking in connection therewith.

      4. Presumptions and Effect of Certain Proceedings. Upon making a request for indemnification, Indemnitee shall be presumed to be entitled to indemnification under this Agreement and the Corporation shall have the burden of proof to overcome that presumption in reaching any contrary determination. The termination of any Proceeding by judgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendere or its equivalent shall not affect this presumption or, except as determined by a judgment or other final adjudication adverse to Indemnitee, establish a presumption with regard to any factual matter relevant to determining Indemnitee’s rights to indemnification hereunder. If the person or persons so empowered to make a determination pursuant to Section 5 hereof shall have failed to make the requested determination within ninety (90) days after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, or other disposition or partial disposition of any Proceeding or any other event that could enable the Corporation to determine Indemnitee’s entitlement to indemnification, the requisite determination that Indemnitee is entitled to indemnification shall be deemed to have been made.

5. Procedure for Determination of Entitlement to Indemnification.