Exhibit 99.22


                               FIRST AMENDMENT TO
                               ------------------
                           CHANGE IN CONTROL AGREEMENT
                           ---------------------------


     This is an amendment to the CHANGE IN CONTROL AGREEMENT  previously entered
into on June 7, 2001 by and between STEPHEN M. ANNIS and SAN JOAQUIN BANK.

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 STEPHEN M.  ANNIS'  employment  status  from Senior Vice
     President,  Chief Financial Officer and Corporate  Secretary of San Joaquin
     Bank to Senior  Vice  President,  Chief  Financial  Officer  and  Corporate
     Secretary  of San  Joaquin  Bancorp ., and  Senior  Vice  President,  Chief
     Financial  Officer and Corporate  Secretary 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 STEPHEN M. ANNIS  described  in Paragraph B above
     entitles STEPHEN M. ANNIS 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 June 7, 2001.


                           [SIGNATURE PAGE TO FOLLOW]

                                        1


     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/ Stephen M. Annis                    By:  /s/ Bruce Maclin
- ----------------------------------         ----------------------------------
Stephen M. Annis                        Bruce Maclin, Chairman of the Board



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



                                        SAN JOAQUIN BANCORP,



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



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


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

                                       2