Exhibit 99.17


                               SECOND AMENDMENT TO
                               -------------------
                           CHANGE IN CONTROL AGREEMENT
                           ---------------------------


     This is an amendment to the CHANGE IN CONTROL AGREEMENT and FIRST AMENDMENT
TO CHANGE IN CONTROL AGREEMENT  previously  entered into on January 28, 1999 and
June 7, 2001,  respectively,  by and between  BRUCE  MACLIN and SAN JOAQUIN BANK
(collectively, the "CHANGE IN CONTROL AGREEMENT").

The parties to this AMENDMENT hereby agreeto the following:

A.   That the  creation  of the bank  holding  company  to be named San  Joaquin
     Bancorp., a California  corporation,  and the subsequent acquisition of San
     Joaquin Bank, a California  corporation, by San Joaquin  Bancorp., does not
     constitute  a "Change  in  Control"  under  Paragraph  1.(a) of the  CHANGE
     IN CONTROL AGREEMENT.

B.   That the change of  BRUCE  MACLIN's employment  status from Chairman of the
     Board of San  Joaquin  Bank to  Chairman  of the Board and Chief  Executive
     Officer of  San Joaquin Bancorp.,  and Chainnan of the Board of San Joaquin
     Bank, does not constitute "Good Reason" under Paragraph 1.(b) of the CHANGE
     IN CONTROL AGREEMENT.

C.   That neither the transaction  described in Paragraph A above nor the change
     in  employment  status  of BRUCE  MACLIN  described  in  Paragraph  B above
     entitles BRUCE MACLTN to the Severance Payment described in Paragraph l.(c)
     or Paragraph 1.(d) of the CHANGE IN CONTROL  AGREEMENT,  or to any benefits
     in the  Incentive  Programs  described  in  Paragraph  1.(e) of the  CHANGE
     INCONTROL AGREEMENT.

NOW,  THEREFORE,the  parties to this AMENDMENT  hereby agree to amend the CHANGE
IN CONTROL AGREEMENT as follows:

     1.   The words "SAN JOAQUIN BANK,  (the  "Bank")" in the initial  paragraph
          are hereby changed to state:

               SAN JOAQUIN BANK and SAN JOAQUIN BANCORP.
               For  purposes  of this  Agreement,  the term the "Bank"
               shall hereinafter collectiveIy referto SAN JOAQUIN BANK
               and/or SAN JOAQUIN BANCORP.

     2.   In all other  respects,  the  parties  reaffirm  the CHANGE IN CONTROL
          AGREEMENT dated January 28, 1999 and amended on June 7, 2001.


                            [SIGNATURE PAGE TO FOLLOW]

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     IN WITNESS WHEREOF, each of the parties has executed this Amendment, in the
case of San  Joaquin  Bank  and  San  Joaquin  Bancorp  by its  duly  authorized
officers, this 30th day of April, 2003.


EXECUTIVE:                            SAN JOAQUIN BANK



/s/ Bruce Maclin                      By:  /s/ Bart Hill
- --------------------------------         ----------------------------------
Bruce Maclin                          Bart Hill, President and CEO


                                      By:  /s/ Stephen M. Annis
                                         ----------------------------------
                                      Steve Annis, Chief Financial Officer



                                      SAN JOAQUIN BANCORP



                                      By:  /s/ Bart Hill
                                         ----------------------------------
                                      Bart Hill, President


                                      By:  /s/ Stephen M. Annis
                                         ----------------------------------
                                      Steve Annis, Chief Financial Officer



      [SIGNATURE PAGE TO SECOND AMENDMENT TO CHANGE IN CONTROL AGREEMENT]

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