99.19


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



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




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