99.16

                               FIRST AMENDMENT TO
                           CHANGE IN CONTROL AGREEMENT

     This is an amendment to the CHANGE IN CONTROL AGREEMENT  previously entered
into as of January 28, 1999,  by and between BRUCE MACLIN (the  "Employee")  and
SAN JOAQUIN BANK, (the "Bank").

     1. The three unnumbered  paragraphs following Paragraph 1(d)(ii) are hereby
deleted in order that the Severance  Payment shall be determined  without regard
to any limitations based on Consideration involved in a transaction constituting
a Change in Control.

     2. In all other  respects,  the  parties  reaffirm  the  Change in  Control
Agreement  dated January 28, 1999.

     IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the
case of the Bank by its duly  authorized  officers,  this 7th day of June, 2001.



EXECUTIVE:                            SAN JOAQUIN BANK,



/s/ Bruce Maclin                      By: /s/ Bart Hill
------------------------------------      ------------------------------------
BRUCE MACLIN,  Chairman of the Board      BART HILL, President President and CEO



                                      By: /s/ Stephen M. Annis
                                          ------------------------------------
                                          STEVE ANNIS, Senior Vice President

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