8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 19, 2008

SAN JOAQUIN BANCORP
__________________________________________________________________________________________________________________________
(Exact name of registrant as specified in charter)

California	000-52165	20-5002515
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
Incorporation)

1000 Truxtun Avenue, Bakersfield, California 93301

__________________________________________________________________________________________________________________________

(Address of Principal Executive Offices) (Zip Code)

661-281-0360

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On December 19, 2008, San Joaquin Bank (Bank), a wholly owned subsidiary of the Registrant, entered into a consulting agreement with Melvin D. Atkinson (Agreement), who has been an outside director of the Bank since 2005 and a director of the Registrant since its formation in 2006.

The Agreement engages Atkinson to analyze and review the Bank's impaired real estate loans and to negotiate with the obligors under such loans to reduce amounts outstanding. Atkinson will be compensated at the rate of $175 an hour for his services and he will also receive an additional fee equal to 1% of the first $3.0 million received by the Bank and 0.75% of amounts received in excess of $3.0 million. The Agreement is subject to compliance with applicable law and terminable by either party at any time upon written notice.

Item 9.01. Financial Statements and Exhibits.

Exhibit 10.1 Agreement dated December 19, 2008 between San Joaquin bank and Melvin D. Atkinson.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SAN JOAQUIN BANCORP

By: /s/ Stephen M. Annis

Executive Vice President
and Chief Financial Officer

Date: December 23, 2008

EX-10

EXHIBIT 10.1

Melvin D. Atkinson
1170 Edmund Street
Bakersfield, CA 93309

December 17, 2008

Bart Hill
San Joaquin Bank
1701 17^th Street
Bakersfield, CA 93301

Re: Loan Workout Proposal via email

Dear Bart:

In response to your request, I will make myself available to work with the appropriate officers of the bank to review and analyze the impaired loans and negotiate with borrowers/others to reduce the bank’s exposure to such loans. Simply stated, my primary focus will be to reduce the amount of impaired land development loans in the loan portfolio.

My hourly rate for above effort is $175 per hour. In addition, I propose a “success” fee be paid for each loan, equal to the percentage of actual monies paid to the bank in resolution of the subject loan. The “success fee” is 1% of the first three million dollars received and .75% of dollars received in excess of three million.

I will also require the ability to hire outside consultants/lawyers from time to time as needed on an hourly basis at the bank’s expense.

As we discussed, the bank will determine if there are any regulatory “conflict of issue” concerns prior to my taking on this assignment.

Either party may terminate this agreement at any time by giving written notice of termination.

Please sign below indicating your approval of the terms outlined above. I look forward to getting started and getting these issues behind us as we move into 2009.

Best Regards,

/s/ Melvin D. Atkinson
Melvin D. Atkinson, CPM®

Agreed: /s/ Bart Hill            
Bart Hill, President                  12-19-08
Date