99.24

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

     This is an amendment to the CHANGE IN CONTROL AGREEMENT  previously entered
into on June 7,2001 by and between JOHN W. IVY 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 JOHN W.  IVY'S  employment  status  from  Senior  Vice
     President  and  Loan  Administrator  of San  Joaquin  Bank to  Senior  Vice
     President and Loan  Administrator of San Joaquin Bancorp.,  and Senior Vice
     President and Loan  Administrator  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 JOHN W. IVY described in Paragraph B above entitles
     JOHN W. IVY 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/ John W. Ivy                     By: /s/ Bruce Maclin
-----------------                       -----------------------------------
John W. Ivy                             Bruce Maclin, Chairman fo 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 Agreement]


                                       2