SJNB FINANCIAL CORP
EXECUTIVE SUPPLEMENTAL COMPENSATION AGMT
<DOCUMENT>
<TYPE>EX-10.Z
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EXECUTIVE SUPPLEMENTAL COMPENSATION AGMT
<TEXT>


                                                                 Exhibit 10(z)

                  EXECUTIVE SUPPLEMENTAL COMPENSATION AGREEMENT

         This Agreement is made and entered into effective as of June 1, 2000,
by and between San Jose National Bank, a national banking association chartered
under the federal laws of the United States of America with its principal
offices located in the City of San Jose, California ("the Bank"), a wholly-owned
subsidiary of SJNB Financial Corporation (the "Holding Company") and
____________, an individual residing in the State of California ("the
Executive").

                                 R E C I T A L S
                                 ---------------

         WHEREAS, the Executive is an employee of the Employer, serving since
_______________, ____;

         WHEREAS, the Employer desires to establish a compensation benefit
program as a fringe benefit for executive officers of the Employer in order to
attract and retain individuals with extensive and valuable experience in the
banking industry;

         WHEREAS, the Executive's experience and knowledge of the affairs of the
 Employer and the banking industry are extensive and valuable;

         WHEREAS, it is deemed to be in the best interests of the Employer to
provide the Executive with certain fringe benefits, on the terms and conditions
set forth herein, in order to reasonably induce the Executive to remain in the
Employer's employment; and

         WHEREAS, the Executive and the Employer wish to specify in writing the
terms and conditions upon which this additional compensatory incentive will be
provided to the Executive;

         NOW, THEREFORE, in consideration of the services to be performed by the
Executive in the future, as well as the mutual promises and covenants contained
herein, the Executive and the Employer agree as follows:

                                A G R E E M E N T
                                -----------------

     1.   TERMS AND DEFINITIONS.

          1.1. ADMINISTRATOR.  The Bank  shall be the  "Administrtor" and,
solely for the purposes of ERISA as defined in subparagraph 1.9 below, the
"fiduciary" of this Agreement where a fiduciary is required by ERISA.

          1.2. APPLICABLE PERCENTAGE. The term "Applicable Percentage" shall
mean that percentage listed on Schedule "A" attached hereto which is adjacent to
the number of calendar years which shall have elapsed from the date of this
Agreement and ending on the date payments are to first begin under the terms of
this Agreement. Notwithstanding the foregoing or the percentages set forth on
Schedule "A", but subject to all other terms and conditions set forth

                                      -1-
<PAGE>

herein, the "Applicable Percentage" shall be: one hundred percent (100%) in the
event the Executive's employment is terminated pursuant to subparagraph 5.4 upon
the occurrence of a "Change in Control" as defined in subparagraph 1.3 below, or
the Executive's Disability (as defined in subparagraph 1.5 below) or the
Executive's Death.

          1.3. CHANGE IN CONTROL. The term "Change in Control" shall
mean the occurrence of any of the following events with respect to the Bank
(with the term "Bank" being defined for purposes of determining whether a
"Change in Control" has occurred to include the Holding Company: (i) a change in
control of a nature that would be required to be reported in response to Item
6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), or in response to any other form
or report to the regulatory agencies or governmental authorities having
jurisdiction over the Bank or any stock exchange on which the Bank's shares are
listed which requires the reporting of a change in control; (ii) any merger,
consolidation or reorganization of the Bank in which the Bank does not survive;
(iii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition
(in one transaction or a series of transactions) of any assets of the Bank
having an aggregate fair market value of fifty percent (50%) of the total value
of the assets of the Bank, reflected in the most recent balance sheet of the
Bank; (iv) a transaction whereby any "person" (as such term is used in the
Exchange Act) or any individual, corporation, partnership, trust or any other
entity becomes the beneficial owner, directly or indirectly, of securities of
the Bank representing twenty-five percent (25%) or more of the combined voting
power of the Bank's then outstanding securities; or (v) a situation where, in
any one-year period, individuals who at the beginning of such period constitute
the Board of Directors of the Bank cease for any reason to constitute at least a
majority thereof, unless the election, or the nomination for election by the
Bank's shareholders, of each new Director is approved by a vote of at least
three-quarters (3/4) of the Directors then still in office who were Directors at
the beginning of the period. Notwithstanding the foregoing or anything else
contained herein to the contrary, there shall not be a "Change of Control" for
the purposes of this Agreement if the event which would otherwise come within
the meaning of the term "Change of Control" involves an Employee Stock Ownership
Plan sponsored by the Bank or its Holding Company which is the party that
acquires "control" or is the principal participant in the transaction
constituting a "Change in Control," as described above.

          1.4. THE CODE.  The "Code" shall mean the Internal Revenue
 Code of 1986, as amended (the "Code").

          1.5. DISABILITY/DISABLED. The term "Disability" or "Disabled"
shall have the same meaning given such terms in any policy of disability
insurance maintained by the Bank for the benefit of the Executive. In the
absence of such a policy which extends coverage to the Executive in the event of
disability, the terms shall mean bodily injury or disease (mental or physical)
which wholly and continuously prevents the performance of duty for at least
twelve months.

          1.6. EFFECTIVE DATE.  The term "Effective Date" shall mean the date
first written above.

                                      -2-
<PAGE>

          1.7. ERISA.  The term "ERISA" shall mean the Employee
Retirement Income Security Act of 1974, as amended.

          1.8. EXECUTIVE BENEFIT. The term "Executive Benefit" or
"Retirement Benefit Payments" shall mean the benefits determined pursuant to
subparagraphs 3.1 or 3.2 and in accordance with Schedule "B", and reduced or
adjusted to the extent: (i) required under the other provisions of this
Agreement, including, but not limited to, Paragraphs 5,6, and 7 hereof; (ii)
required by reason of the lawful order of any regulatory agency or body having
jurisdiction over the Bank or the Holding Company; or (iii) required in order
for the Bank or the Holding Company to properly comply with any and all
applicable state and federal laws, including, but not limited to, income,
employment and disability income tax laws (e.g., FICA, FUTA, SDI).

          1.9. NORMAL RETIREMENT DATE. The term "Normal Retirement Date"
shall mean the Retirement, as defined below, of the Executive upon attainment of
age sixty-five (65).

          1.10. NORMAL RETIREMENT DATE IN THE EVENT OF A CHANGE IN
CONTROL. The term "Normal Retirement Date shall mean Retirement, as defined
below, of the Executive upon attainment of age sixty-two (62) in the event of a
Change in Control, as defined in subparagraph 1.3 above.

          1.11. EARLY RETIREMENT DATE. The term "Early Retirement Date"
shall mean Retirement, as defined below, of the Executive after the attainment
of age sixty (60), provided the Applicable Percentage equals one-hundred percent
(100%)

          1.12. PLAN YEAR.  The term "Plan Year" shall mean the Bank's fiscal
year.

          1.13. RETIREMENT. The term "Retirement" or "Retires" shall refer to
the date which the Executive acknowledges in writing to Employer to be
the last day the Executive will provide any significant personal services,
whether as an employee or independent consultant or contractor, to Employer. For
purposes of this Agreement, the phrase "significant personal services" shall
mean more than ten (10) hours of personal services rendered to one or more
individuals or entities in any thirty (30) day period.

          1.14. TERMINATION FOR CAUSE.  The term "Termination for Cause"
shall mean termination of the employment of the Executive by reason of any
of the following:

               (a) A termination "for cause" as this term may be
defined in any written employment agreement entered into by and between the
Employer and the Executive;

               (b) The willful breach of duty by the Executive in
the course of his employment;

               (c) The continuous mental or physical incapacity of
the Executive for a period of at least six months;

                                      -3-
<PAGE>

               (d) The Executive's willful and intentional violation
of any federal banking or securities laws, or of the Bylaws, rules,
policies or resolutions of the Bank or the Holding Company, or the rules or
regulations of the Board of Governors of the Federal Reserve System, Federal
Deposit Insurance Corporation, Office of the Comptroller of the
Currency, or any other regulatory agency or governmental authority having
jurisdiction over the Bank or the Holding Company (collectively, "Bank
Regulator") which has a material adverse effect upon the Bank or the Holding
Company;

               (e) The determination by a state or federal banking
agency or other  governmental  authority having  jurisdiction over the Bank
  or the Holding Company that the Insured is not suitable to act in the capacity
for which he is employed by the Bank;

               (f) The Executive is convicted of any felony or a
crime  involving  moral  turpitude or willfully and  intentionally  commits a
fraudulent or dishonest act.


     2.   SCOPE, PURPOSE AND EFFECT.

          2.1. CONTRACT OF EMPLOYMENT. Although this Agreement is
intended to provide the Executive with an additional incentive to remain in the
employ of the Employer, this Agreement shall not be deemed to constitute a
contract of employment between the Executive and the Employer nor shall any
provision of this Agreement restrict or expand the right of the Employer to
terminate the Executive's employment. This Agreement shall have no impact or
effect upon any separate written Employment Agreement which the Executive may
have with the Employer, it being the parties' intention and agreement that
unless this Agreement is specifically referenced in said Employment Agreement
(or any modification thereto), this Agreement (and the Employer's obligations
hereunder) shall stand separate and apart and shall have no effect on or be
affected by, the terms and provisions of said Employment Agreement.

          2.2. FRINGE BENEFIT. The benefits provided by this Agreement
are granted by the Bank as a fringe benefit to the Executive and are not a part
of any salary reduction plan or any arrangement deferring a bonus or a salary
increase. The Executive has no option to take any current payments or bonus in
lieu of the benefits provided by this Agreement.

          2.3 PROHIBITED PAYMENTS. Notwithstanding anything in this
Agreement to the contrary (and in particular in section 1.8 or section 3
hereof), if any payment made under this Agreement is a "golden parachute
payment" as defined in Section 28(k) of the Federal Deposit Insurance Act (12
U.S.C. section 1828(k) and Part 359 of the Rules and Regulations of the Federal
Deposit Insurance Corporation (collectively, the "FDIC Rules") or is otherwise
prohibited, restricted or subject to the prior approval of a Bank Regulator (as
defined in section 1.14 (d) herein), no payment shall be made hereunder without
complying with said FDIC Rules.

                                      -4-
<PAGE>

     3. EXECUTIVE BENEFITS PAYMENTS.

          3.1. PAYMENTS COMMENCE UPON EARLY RETIREMENT DATE . In the
event the Executive elects to Retire on a date which constitutes an Early
Retirement Date, as defined in subparagraph 1.11 above, the Executive shall be
entitled to be paid the Applicable Percentage of the Executive Benefits as
described in Schedule B, in substantially equal monthly installments on the
first day of each month, beginning with the month following the month in which
the Early Retirement Date occurs or upon such later date as may be mutually
agreed upon by the Executive and the Employer in advance of said Early
Retirement Date.

          3.2. PAYMENTS COMMENCE UPON NORMAL RETIREMENT DATE. If the
Executive shall remain in the continuous employment of the Employer until
attaining sixty-five (65) years of age, the Executive shall be entitled to be
paid the Applicable Percentage of the Executive Benefits, as defined in Schedule
B, in substantially equal monthly installments on the first day of each month,
beginning with the month following the month in which the Executive Retires or
upon such later date as may be mutually agreed upon by the Executive and the
Employer in advance of said Retirement date, payable until the Executive's
death.

     4.   PAYMENTS IN THE EVENT DISABILITY OCCURS PRIOR TO RETIREMENT. In the
event the Executive becomes Disabled while actively employed by the Employer at
any time after the Effective Date of this Agreement but prior to Retirement, the
Executive shall be entitled to be paid the Applicable Percentage of the
Executive Benefits, as defined above, in substantially equal monthly
installments on the first day of each month, beginning with the month following
the month in which the Executive becomes Disabled, payable until the Executive's
death.

     5.   PAYMENTS IN THE EVENT EXECUTIVE IS TERMINATED PRIOR TO RETIREMENT. As
indicated in subparagraph 2.1 above, the Employer reserves the right to
terminate the Executive's employment, with or without Cause but subject to any
written employment agreement which may then exist, at any time prior to the
Executive's Retirement. In the event that the employment of the Executive shall
be terminated, other than by reason of Disability or Retirement, then this
Agreement shall terminate upon the date of such termination of employment;
provided, however, that the Executive shall be entitled to the following
benefits as may be applicable depending upon the circumstances surrounding the
Executive's termination:

          5.1. TERMINATION WITHOUT CAUSE. If the Executive's employment
is terminated by the Employer without cause, and such termination is not subject
to the provisions of subparagraph 5.4 below, the Executive shall be entitled to
be paid the Applicable Percentage of the Executive Benefits, as defined above,
in substantially equal monthly installments on the first day of each month,
beginning with the month following the month in which the Executive attains
sixty (60) years of age, or any month thereafter, as requested in writing by the
Executive and delivered to the Employer or its successor thirty (30) days prior
to the commencement of installment payments; provided, however, that in the
event the Executive does not request a commencement date as specified, such
installments shall be paid on the first day of each month, beginning with the
month following the month in which the Executive attains sixty-five (65) years
of age.

                                      -5-
<PAGE>



          5.2. VOLUNTARY TERMINATION BY THE EXECUTIVE.

     (a) If the Applicable Percentage is one hundred percent (100%), the
Executive shall be entitled to be paid the Applicable Percentage of the
Executive Benefits, as defined in Schedule B, in substantially equal monthly
installments on the first day of each month, beginning with the month following
the month in which the Executive attains sixty (60) years of age, or any month
thereafter, as requested in writing by the Executive and delivered to the
Employer or its successor thirty (30) days prior to the commencement of
installment payments; provided, however, that in the event the Executive does
not request a commencement date as specified, such installments shall be paid on
the first day of each month, beginning with the month following the month in
which the Executive attains sixty-five (65) years of age.

     (b) If the Executive's employment is terminated by voluntary resignation
prior to the date specified in Schedule A which corresponds to an Applicable
Percentage equal to one hundred percent (100%) and such resignation is not
subject to the provisions of subparagraph 5.4 below, the Executive shall forfeit
any and all rights and benefits he may have under the terms of this Agreement
and shall have no right to be paid any of the amounts which would otherwise be
due or paid to the Executive by the Employer pursuant to the terms of this
Agreement.

          5.3. TERMINATION FOR CAUSE. The Executive agrees that if his
employment with the Employer is terminated "for cause," as defined in
subparagraph 1.14 of this Agreement, he shall forfeit any and all rights and
benefits he may have under the terms of this Agreement and shall have no right
to be paid any of the amounts which would otherwise be due or paid to the
Executive by the Employer pursuant to the terms of this Agreement; provided
however, if the Executive is terminated for disability, he shall be entitled to
benefits under Section 4.

          5.4. TERMINATION ON ACCOUNT OF OR AFTER A CHANGE IN CONTROL.
In the event: (i) the Executive's employment with the Employer is terminated by
the Employer in conjunction with, or by reason of, a "Change in Control" (as
defined in subparagraph 1.3 above); or (ii) by reason of the Employer's actions
any adverse and material change occurs in the scope of the Executive's position,
responsibilities, duties, salary, benefits, or location of employment after a
Change in Control occurs; or (iii) the Employer causes an event to occur which
reasonably constitutes or results in a demotion, a significant diminution of
responsibilities or authority, or a constructive termination (by forcing a
resignation or otherwise) of the Executive's employment after a Change in
Control occurs, then the Executive shall be entitled to be paid the Applicable
Percentage of the Executive Benefits, as defined above, in substantially equal
monthly installments on the first day of each month, beginning with the month
following the month in which the Executive attains sixty (60) years of age or
any month thereafter, as requested in writing by the Executive and delivered to
the Employer or its successor thirty (30) days prior to the commencement of
installment payments; provided, however, that in the event the Executive does
not request a commencement date as specified, such installments shall be paid on
the first day of each month, beginning with the month following the month in
which the Executive attains sixty-two (62) years of age. The installments shall
be payable until the Executive's death.

                                      -6-
<PAGE>

     6.   RIGHT TO DETERMINE FUNDING METHODS. The Bank reserves the right to
determine, in its sole and absolute discretion, whether, to what extent and by
what method, if any, to provide for the payment of the amounts which may be
payable to the Executive, under the terms of this Agreement. In the event that
the Bank elects to fund this Agreement, in whole or in part, through the use of
life insurance or annuities, or both, the Bank shall determine the ownership and
beneficial interests of any such policy of life insurance or annuity. The Bank
further reserves the right, in its sole and absolute discretion, to terminate
any such policy, and any other devise used to fund its obligations under this
Agreement, at any time, in whole or in part. Consistent with Paragraph 8 below,
the Executive shall have no right, title or interest in or to any funding source
or amount utilized by the Bank pursuant to this Agreement, and any such funding
source or amount shall not constitute security for the performance of the Bank's
obligations pursuant to this Agreement. In connection with the foregoing, the
Executive agrees to execute such documents and undergo such medical examinations
or tests which the Bank may request and which may be reasonably necessary to
facilitate any funding for this Agreement including, without limitation, the
Bank's acquisition of any policy of insurance or annuity.

     7.   CLAIMS PROCEDURE. The Bank shall, but only to the extent necessary
to comply with ERISA, be designated as the named fiduciary under this Agreement
and shall have authority to control and manage the operation and administration
of this Agreement. Consistent therewith, the Bank shall make all determinations
as to the rights to benefits under this Agreement. Any decision by the Bank
denying a claim by the Executive for benefits under this Agreement shall be
stated in writing and delivered or mailed, via registered or certified mail, to
the Executive, the Executive's spouse or the Executive's beneficiaries, as the
case may be. Such decision shall set forth the specific reasons for the denial
of a claim. In addition, the Bank shall provide the Executive, or as applicable,
the Executive's spouse or beneficiaries, with a reasonable opportunity for a
full and fair review of the decision denying such claim.

     8.   STATUS AS AN UNSECURED GENERAL CREDITOR. Notwithstanding anything
contained herein to the contrary: (i) the Executive shall have no legal or
equitable rights, interests or claims in or to any specific property or assets
of the Bank as a result of this Agreement; (ii) none of the Bank's assets shall
be held in or under any trust for the benefit of the Executive or held in any
way as security for the fulfillment of the obligations of the Bank under this
Agreement; (iii) all of the Bank's assets shall be and remain the general
unpledged and unrestricted assets of the Bank; (iv) the Bank's obligation under
this Agreement shall be that of an unfunded and unsecured promise by the Bank to
pay money in the future; and (v) the Executive shall be an unsecured general
creditor with respect to any benefits which may be payable under the terms of
this Agreement.

Notwithstanding subparagraphs (i) through (v) above, the Bank and the Executive
acknowledge and agree that, in the event of a Change in Control, upon request of
the Executive, or in the Bank's discretion if the Executive does not so request
and the Bank nonetheless deems it appropriate, the Bank shall establish, not
later than the effective date of the Change in Control, a Rabbi Trust or
multiple Rabbi Trusts (the "Trust" or "Trusts") upon such terms and conditions
as the Bank, in its sole discretion, deems appropriate and in compliance with
applicable provisions of the Code, in order to permit the Bank to make
contributions and/or transfer assets to the Trust

                                      -7-
<PAGE>

or Trusts to discharge its obligations pursuant to this Agreement. The principal
of the Trust or Trusts and any earnings thereon shall be held separate and apart
from other funds of the Bank to be used exclusively for discharge of the Bank's
obligations pursuant to this Agreement and shall continue to be subject to the
claims of the Bank's general creditors until paid to the Executive in such
manner and at such times as specified in this Agreement.

     9.   DISCRETION OF BOARD TO ACCELERATE PAYOUT. Notwithstanding any of the
other provisions of this Agreement, the Board of Directors of the Bank or the
Holding Company may, if determined in its sole and absolute discretion to be
appropriate, accelerate the payment of the amounts due under the terms of this
Agreement, provided that the Executive: (i) consents to the revised payout terms
determined appropriate by the Board of Directors; and (ii) does not negotiate or
in any way influence the terms of proposed altered/accelerated payout (said
decision to be made solely by the Board of Directors and offered to the
Executive on a "take it or leave it basis").

     10.  MISCELLANEOUS.

          10.1. OPPORTUNITY TO CONSULT WITH INDEPENDENT ADVISORS. The
Executive acknowledges that he has been afforded the opportunity to consult with
independent advisors of his choosing including, without limitation, accountants
or tax advisors and counsel regarding both the benefits granted to him under the
terms of this Agreement and the (i) terms and conditions which may affect the
Executive's right to these benefits and (ii) personal tax effects of such
benefits including, without limitation, the effects of any federal or state
taxes, Section 280G of the Code, and any other taxes, costs, expenses or
liabilities whatsoever related to such benefits, which in any of the foregoing
instances the Executive acknowledges and agrees shall be the sole responsibility
of the Executive notwithstanding any other term or provision of this Agreement.
The Executive further acknowledges and agrees that the Bank shall have no
liability whatsoever related to any such personal tax effects or other personal
costs, expenses, or liabilities applicable to the Executive and further
specifically waives any right for himself or herself, and his or her heirs,
beneficiaries, legal representatives, agents, successor and assign to claim or
assert liability on the part of the Bank related to the matters described above
in this subparagraph 10.1. The Executive further acknowledges that he has read,
understands and consents to all of the terms and conditions of this Agreement,
and that he enters into this Agreement with a full understanding of its terms
and conditions.

          10.2. ARBITRATION OF DISPUTES. All claims, disputes and other
matters in question arising out of or relating to this Agreement or the breach
or interpretation thereof, other than those matters which are to be determined
by the Bank in its sole and absolute discretion, shall be resolved by binding
arbitration before a representative member, selected by the mutual agreement of
the parties, of the Judicial Arbitration and Mediation Services, Inc. ("JAMS"),
located in San Francisco, California. In the event JAMS is unable or unwilling
to conduct the arbitration provided for under the terms of this Paragraph, or
has discontinued its business, the parties agree that a representative member,
selected by the mutual agreement of the parties of the American Arbitration
Association ("AAA") located in San Francisco, California, shall conduct the
binding arbitration referred to in this Paragraph. Notice of the demand for
arbitration shall be

                                      -8-
<PAGE>

filed in writing with the other party to this Agreement and with JAMS (or AAA,
if necessary). In no event shall the demand for arbitration be made after the
date when institution of legal or equitable proceedings based on such claim,
dispute or other matter in question would be barred by the applicable statute of
limitations. The arbitration shall be subject to such rules of procedure used or
established by JAMS, or if there are none, the rules of procedure used or
established by AAA. Any award rendered by JAMS or AAA shall be final and binding
upon the parties, and as applicable, their respective heirs, beneficiaries,
legal representatives, agents, successors and assigns, and may be entered in any
court having jurisdiction thereof. The obligation of the parties to arbitrate
pursuant to this clause shall be specifically enforceable in accordance with,
and shall be conducted consistently with, the provisions of Title 9 of Part 3 of
the California Code of Civil Procedure. Any arbitration hereunder shall be
conducted in San Jose, California, unless otherwise agreed to by the parties.

          10.3 ATTORNEYS' FEES. In the event of any arbitration or
litigation concerning any controversy, claim or dispute between the parties
hereto, arising out of or relating to this Agreement or the breach hereof, or
the interpretation hereof, the prevailing party shall be entitled to recover
from the losing party reasonable expenses, attorneys' fees and costs incurred in
connection therewith or in the enforcement or collection of any judgment or
award rendered therein. The "prevailing party" means the party determined by the
arbitrator(s) or court, as the case may be, to have most nearly prevailed, even
if such party did not prevail in all matters, not necessarily the one in whose
favor a judgment is rendered.

          10.4. NOTICE. Any notice required or permitted of either the
Executive or the Bank under this Agreement shall be deemed to have been duly
given, if by personal delivery, upon the date received by the party or its
authorized representative; if by facsimile, upon transmission to a telephone
number previously provided by the party to whom the facsimile is transmitted as
reflected in the records of the party transmitting the facsimile and upon
reasonable confirmation of such transmission; and if by mail, on the third day
after mailing via U.S. first class mail, registered or certified, postage
prepaid and return receipt requested, and addressed to the party at the address
given below for the receipt of notices, or such changed address as may be
requested in writing by a party.

                 If to the Bank:         San Jose National Bank
                                         One North Market Street
                                         San Jose, California  95113
                                         Attn:  President

                 If to the Executive:    [name]
                                         [address]


          10.5. ASSIGNMENT. The Executive shall have no power or right
to transfer, assign, anticipate, hypothecate, modify or otherwise encumber any
part or all of the amounts payable hereunder, nor, prior to payment in
accordance with the terms of this Agreement, shall any portion of such amounts
be: (i) subject to seizure by any creditor of the Executive, by a

                                      -9-
<PAGE>

proceeding at law or in equity, for the payment of any debts, judgments, alimony
or separate maintenance obligations which may be owed by the Executive; or (ii)
transferable by operation of law in the event of bankruptcy, insolvency or
otherwise. Any such attempted assignment or transfer shall be void.

          10.6. BINDING EFFECT/MERGER OR REORGANIZATION. This Agreement
shall be binding upon and inure to the benefit of the Executive and the Bank.
Accordingly, the Bank shall not merge or consolidate into or with another
corporation, or reorganize or sell substantially all of its assets to another
corporation, firm or person, unless and until such succeeding or continuing
corporation, firm or person agrees to assume and discharge the obligations of
the Bank under this Agreement. In the alternative, the Holding Company may agree
to assume and discharge the obligation of the Bank under this Agreement. Upon
the occurrence of such event, the term "Bank" as used in this Agreement shall be
deemed to refer to such surviving or successor firm, person, entity or
corporation, or the Holding Company, as the case may be.

          10.7. NONWAIVER. The failure of either party to enforce at any
time or for any period of time any one or more of the terms or conditions of
this Agreement shall not be a waiver of such term(s) or condition(s) or of that
party's right thereafter to enforce each and every term and condition of this
Agreement.

          10.8. PARTIAL INVALIDITY. If any terms, provision, covenant,
or condition of this Agreement is determined by an arbitrator or a court, as the
case may be, to be invalid, void, or unenforceable, such determination shall not
render any other term, provision, covenant or condition invalid, void or
unenforceable, and the Agreement shall remain in full force and effect
notwithstanding such partial invalidity.

          10.9. ENTIRE AGREEMENT. This Agreement supersedes any and all
other agreements, either oral or in writing, between the parties with respect to
the subject matter of this Agreement and contains all of the covenants and
agreements between the parties with respect thereto. Each party to this
Agreement acknowledges that no other representations, inducements, promises, or
agreements, oral or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not set forth herein, and that no other
agreement, statement, or promise not contained in this Agreement shall be valid
or binding on either party.

          10.10. MODIFICATIONS. Any modification of this Agreement shall
be effective only if it is in writing and signed by each party or such party's
authorized representative.

          10.11. PARAGRAPH HEADINGS. The paragraph headings used in this
Agreement are included solely for the convenience of the parties and shall not
affect or be used in connection with the interpretation of this Agreement.

          10.12. NO STRICT CONSTRUCTION. The language used in this Agreement
shall be deemed to be the language chosen by the parties hereto to express their
mutual intent, and no rule of strict construction will be applied against any
person.

                                      -10-
<PAGE>

          10.13 GOVERNING LAW. The laws of the State of California, other than
those laws denominated choice of law rules, and where applicable, the
rules and regulations of the Board of Governors of the Federal Reserve System,
Federal Deposit Insurance Corporation, Office of the Comptroller of the
Currency, or any other regulatory agency or governmental authority having
jurisdiction over the Bank or the Holding Company, shall govern the validity,
interpretation, construction and effect of this Agreement.


         IN WITNESS WHEREOF, the Bank and the Executive have executed this
Agreement on the date first above-written in the City of San Jose, California.

BANK                                   EXECUTIVE

San Jose National Bank                 [name]



By:________________________________    _________________________________
Robert A. Archer,                      [name]
Chairman of the Board of Directors

                                      -11-
<PAGE>

                                   SCHEDULE A
                                   ----------

         CALENDAR YEAR                        APPLICABLE PERCENTAGE
         -------------                        ---------------------

         June 1, 2000 to May 31, 2001                  50%

         June 1, 2001                                  60%

         June 1, 2002                                  70%

         June 1, 2003                                  80%

         June 1, 2004                                  90%

         June 1, 2005                                  100%

                                      -12-
<PAGE>

                                   SCHEDULE B
                                   ----------

                               EXECUTIVE BENEFITS
                               ------------------

The Employer shall pay to the Employee pursuant to the Agreement during the
Executive's lifetime, an amount equal to $_______________ per year in twelve
equal monthly installments. The amount of Executive Benefits payable under the
Agreement shall be adjusted each year from the date of commencement of payments
of the Executive Benefits until the death of the Executive as follows:

     a.   The Executive Benefits shall be increased at the rate of two percent
(2%) each year, subject to further adjustment for an Early Retirement.

     b. If the Executive elects Early Retirement, the Executive Benefits
shall be decreased by a percentage calculated by subtracting the Executive's age
at Early Retirement from the Normal Retirement Age of 65 (62 in the event of a
Change in Control), and multiplying the result by a factor of five. For example,
a 25% reduction of the Executive Benefits would occur if the Executive's Early
Retirement Age is 60, based on the following calculation:
65-60=5x5=25%.

                                      -13-
</TEXT>
</DOCUMENT>
