99.20

                               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  BART HILL and SAN  JOAQUIN  BANK
(collectively, the "CHANGE IN CONTROL AGREEMENT").

The parties to this AMENDMENT hereby agree to 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 BART HILL's  employment  status from President and Chief
     Executive Officer of San Joaquin Bank to President of San Joaquin Bancorp.,
     and President  and Chief  Executive  Officer 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 BART HILL  described in Paragraph B above entitles
     BART  HILL to the  Severance  Payment  described  in  Paragraph  1.(c)  and
     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 IN
     CONTROL AGREEMENT.

NOW, THEREFOR, 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  collectively  refer to 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/ Bart Hill                                  By: /s/ Bruce Maclin
- ------------------------                          ------------------------------
Bart Hill                                      Bruce Maclin, Chairman of the
                                               Board

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



                                               SAN JOAQUIN BANCORP


                                               By: /s/ Bruce Maclin
                                                   -----------------------------
                                               Bruce Maclin, Chairman and CEO



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

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