AMENDMENT NO. 1

                             TO EMPLOYMENT AGREEMENT

THIS AMENDMENT to the Employment  Agreement (the "Agreement") entered into as of
March 27, 1996 by and between SJNB Financial Corp. and San Jose National Bank, a
national banking association ("Employer"),  and Eugene E. Blakeslee ("Employee")
is made and entered into effective October 6, 2000.

                                 RECITALS

WHEREAS,  Employer and Employee  have entered into the  Agreement  governing the
employment of Employee and now wish to amend the Agreement;

NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and  agreements
contained herein, the Employer and Employee hereby agree as follows:

1.       Subparagraph (c) of Paragraph 13 shall be added to read as follows:

          "(c)  "Personal  Insurance.  Employer shall provide during the term of
          this  Agreement,  at  Employer's  sole cost,  group health  (including
          medical,  dental and hospitalization)  insurance coverage for Employee
          and his  dependents  either  through a policy or  policies of standard
          coverage  provided by an insurer or  insurers  selected by Employer in
          its sole  discretion.  In the  event of a  termination  of  Employee's
          employment   pursuant  to  paragraph  16(b)  or  16(e),  or  automatic
          termination  based upon paragraph  16(a)(1),  (4), (7), or (12)(to the
          extent of Employer's breach), Employer shall continue to provide for a
          period of  twenty-four  (24)  months,  at  Employer's  sole cost,  the
          above-described  policy or policies of group health insurance coverage
          for Employee and his dependents, to the extent such insurance coverage
          is available at a cost to Employer  comparable  to the cost to provide
          such coverage to an active employee. If such insurance coverage is not
          available at a comparable cost to Employer, then Employer shall pay to
          Employee a lump-sum amount in cash equal to two times the total annual
          premiums  paid by  Employer  to provide  such  insurance  coverage  to
          Employee in the final year of Employee's employment by Employer."

2.       Subparagraph (d) of Paragraph 13 shall be added to read as follows:

          "(d)  Outplacement   Services.  In  the  event  of  a  termination  of
          Employee's  employment  pursuant  to  paragraph  16(b)  or  16(e),  or
          automatic  termination  based upon  paragraph  16(a)(1),  (4), (7), or
          (12)(to the extent of Employer's breach), Employer shall provide for a
          period  of  twenty-four   (24)  months,   at  Employer's   sole  cost,
          outplacement  services  to  the  Employee  to  the  extent  reasonably
          required   for  the  Employee  to  obtain   substantially   comparable
          employment;  provided,  however, that such outplacement services shall
          not involve an  expenditure by Employer in excess of $5,000 per annum;
          and  provided,   further,   however,   that  after  the  date  of  his
          termination,   Employee   shall  use  his  best   efforts   to  obtain
          substantially comparable employment."

3.        The  first  sentence  of subparagraph 16(d) shall be amended in its
          entirety to read as follows:

          "In the event of termination by Employer  pursuant to paragraph  16(b)
          or automatic  termination based upon paragraph  16(a)(1),  (4), (7) or
          (12)(to the extent of Employer's  breach) of this Agreement,  Employee
          or his designated  beneficiary  shall be entitled to receive severance
          pay  at  Employee's   rate  of  salary   immediately   preceding  such
          termination  equal to (i) twelve (12)  months'  salary,  plus (ii) the
          average annual bonus paid to Employee for the three (3) years prior to
          the date of such termination (in addition to incentive compensation or
          bonus payments due Employee, if any), payable in lump sum."

 4.       The first two paragraphs of Paragraph 16(e) shall be amended in their
          entirety to read as follows:

          "In the event of a "change in control" as defined  herein and within a
          period of two (2)  years  following  consummation  of such a change in
          control (i)  Employee's  employment  is  terminated;  or (ii)  without
          Employee's  consent there occurs (A) any adverse  change in the nature
          and scope of Employee's position, responsibilities,  duties, salary or
          benefits,  or (B) any change in Employee's location of employment from
          within  Santa  Clara  County,  California,  or  (C)  any  event  which
          reasonably   constitutes   a  demotion,   significant   diminution  or
          constructive  termination  (by resignation or otherwise) of Employee's
          employment,  then  Employee  shall be  entitled to the  following  (in
          addition to any bonus or incentive  compensation payments due Employee
          or any benefits which Employee is otherwise entitled to hereunder):

          (x)              Severance pay in an amount equal to (I) two (2) times
                           Employee's  annual  salary immediately preceding such
                           change  in  control,  plus  (II)  two  (2)  times the
                           average annual  bonus  paid to Employee for the three
                           (3) years  prior to the date of such termination as a
                           result of a change in control, such amount payable in
                           a lump sum in cash;

          (y)              An amount equal to the product of (I) a fraction, the
                           numerator  of  which  is  the  number  of days in the
                           fiscal  year  in which the date of termination occurs
                           through such date of termination, and the denominator
                           of  which is 365, and (II) the targeted amount of the
                           Employee's  annual  bonus  for  the year in which the
                           termination as a result of a change in control occurs
                           (or, if  such  target bonus has not been established,
                           Employee's  bonus  for  the  prior year), such amount
                           payable in a lump sum in cash; and

          (z)              All unvested and unexercised stock options granted to
                           Employee  pursuant to Employer's stock option plan(s)
                           shall immediately vest and become exercisable.

          Notwithstanding  anything in this  Agreement to the  contrary,  and in
          particular  this Section 16(e) 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 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 Employer,  no payment shall be made  hereunder  without  complying
          with said FDIC Rules."

5.        A new Paragraph 27 shall be added to read as follows:

         "27.     Certain Additional Payments by Employer.
                  ---------------------------------------

         (a)   In   the  event it  shall be  determined  that  any   payment  or
               distribution  by  Employer  to or for  the  benefit  of  Employee
               (whether paid or payable or distributed or distributable pursuant
               to the  terms of this  Agreement  or  otherwise,  but  determined
               without  regard to any  additional  payments  required under this
               Section  27) (a  "Payment")  would be  subject  to the excise tax
               imposed by Section 4999 of the Internal  Revenue Code of 1986, as
               amended (the "Code") or any interest or penalties are incurred by
               Employee  with  respect  to such  excise  tax (such  excise  tax,
               together with any such interest and  penalties,  are  hereinafter
               collectively  referred to as the  "Excise  Tax"),  then  Employee
               shall be entitled to receive an  additional  payment (a "Gross-Up
               Payment") in an amount such that after payment by Employee of all
               taxes  (including any interest or penalties  imposed with respect
               to such taxes), including,  without limitation,  any income taxes
               (and any interest and penalties imposed with respect thereto) and
               Excise Tax imposed upon the Gross-Up Payment, Employee retains an
               amount of the  Gross-Up  Payment  equal to the Excise Tax imposed
               upon the Payments.

         (b)   Subject   to    the   provisions     of  Section   27(c),     all
               determinations  required  to  be  made  under  this  Section  27,
               including whether and when a Gross-Up Payment is required and the
               amount  of  such  Gross-Up  Payment  and  the  assumptions  to be
               utilized in arriving at such determination, shall be made by KPMG
               LLP, or such other  certified  public  accounting firm reasonably
               acceptable  to Employer  as may be  designated  by Employee  (the
               "Accounting  Firm")  which  shall  provide  detailed   supporting
               calculations  both to Employer  and  Employee  within 15 business
               days of the receipt of notice from Employee that there has been a
               Payment,  or such earlier  time as is requested by Employer.  All
               fees and expenses of the Accounting Firm shall be borne solely by
               Employer.  Any Gross-Up Payment,  as determined  pursuant to this
               Section 27,  shall be paid by  Employer  to Employee  within five
               days of the  later  of (i) the due date  for the  payment  of any
               Excise  Tax,  and  (ii)  the  receipt  of the  Accounting  Firm's
               determination.  Any determination by the Accounting Firm shall be
               binding  upon  Employer  and   Employee.   As  a  result  of  the
               uncertainty in the application of Section 4999 of the Code at the
               time  of  the  initial   determination  by  the  Accounting  Firm
               hereunder,  it is possible that Gross-Up  Payments which will not
               have   been   made   by   Employer    should   have   been   made
               ("Underpayment"), consistent with the calculations required to be
               made hereunder.  In the event that Employer exhausts its remedies
               pursuant to Section 27(c) and Employee  thereafter is required to
               make a payment  of any  Excise  Tax,  the  Accounting  Firm shall
               determine  the amount of the  Underpayment  that has occurred and
               any such  Underpayment  shall be promptly  paid by Employer to or
               for the benefit of Employee.

         (c)   Employee   shall   notify Employer in writing of any claim by the
               Internal  Revenue  Service  ("IRS")  that, if  successful,  would
               require the payment by Employer  of the  Gross-Up  Payment.  Such
               notification  shall be given as soon as practicable  but no later
               than ten business  days after  Employee is informed in writing of
               such claim and shall apprise Employer of the nature of such claim
               and the  date on  which  such  claim  is  requested  to be  paid.
               Employee  shall not pay such claim prior to the expiration of the
               30-day period following the date on which it gives such notice to
               Employer  (or such  shorter  period  ending  on the date that any
               payment of taxes with respect to such claim is due).  If Employer
               notifies  Employee  in writing  prior to the  expiration  of such
               period that it desires to contest such claim, Employee shall: (i)
               give Employer any  information  reasonably  requested by Employer
               relating to such claim,  (ii) take such action in connection with
               contesting  such claim as Employer  shall  reasonably  request in
               writing  from  time  to  time,  including,   without  limitation,
               accepting legal  representation  with respect to such claim by an
               attorney  reasonably  selected by Employer,  (iii) cooperate with
               Employer  in good  faith in order  effectively  to  contest  such
               claim, and (iv) permit Employer to participate in any proceedings
               relating to such claim;  provided,  however,  that Employer shall
               bear  and  pay  directly   all  costs  and  expenses   (including
               additional  interest and penalties)  incurred in connection  with
               such contest and shall indemnify and hold Employee  harmless,  on
               an after-tax  basis,  for any Excise Tax or income tax (including
               interest and penalties with respect  thereto) imposed as a result
               of such representation and payment of costs and expenses. Without
               limitation  on the foregoing  provisions  of this Section  27(c),
               Employer shall control all  proceedings  taken in connection with
               such contest and, at its sole option, may pursue or forgo any and
               all administrative appeals, proceedings, hearings and conferences
               with the taxing  authority  in respect of such claim and may,  at
               its sole option,  either  direct  Employee to pay the tax claimed
               and sue for a refund  or  contest  the  claim in any  permissible
               manner,  and  Employee  agrees to  prosecute  such  contest  to a
               determination before any administrative  tribunal,  in a court of
               initial  jurisdiction  and in one or more  appellate  courts,  as
               Employer shall  determine;  provided,  however,  that if Employer
               directs Employee to pay such claim and sue for a refund, Employer
               shall  advance  the  amount of such  payment to  Employee,  on an
               interest-free   basis  and  shall  indemnify  and  hold  Employee
               harmless,  on an after-tax  basis,  from any Excise Tax or income
               tax  (including  interest  or  penalties  with  respect  thereto)
               imposed  with  respect  to such  advance  or with  respect to any
               imputed income with respect to such advance; and further provided
               that any  extension  of the  statute of  limitations  relating to
               payment of taxes for the taxable year of Employee with respect to
               which  such  contested  amount is  claimed  to be due is  limited
               solely to such contested amount. Furthermore,  Employer's control
               of the contest shall be limited to issues with respect to which a
               Gross-Up Payment would be payable hereunder and Employee shall be
               entitled  to settle  or  contest,  as the case may be,  any other
               issue raised by the IRS or any other taxing authority.

         (d)   If,  after  the  receipt  by  Employee of  an amount  advanced by
               Employer pursuant to Section 27(c),  Employee becomes entitled to
               receive any refund with  respect to such  claim,  Employee  shall
               (subject to Employer's complying with the requirements of Section
               27(c))  promptly  pay to  Employer  the  amount  of  such  refund
               (together with any interest paid or credited  thereon after taxes
               applicable  thereto).  If,  after the  receipt by  Employee of an
               amount  advanced  by  Employer   pursuant  to  Section  27(c),  a
               determination  is made that Employee shall not be entitled to any
               refund with  respect to such claim and  Employer  does not notify
               Employee  in  writing of its  intent to  contest  such  denial of
               refund   prior  to  the   expiration   of  30  days   after  such
               determination,  then such advance shall be forgiven and shall not
               be  required  to be repaid and the amount of such  advance  shall
               offset,  to the extent  thereof,  the amount of Gross-Up  Payment
               required to be paid."

6.       Except as set forth herein, the Agreement shall remain in full force
         and effect.

IN WITNESS WHEREOF,  the parties have executed this Amendment as of the date set
forth above.

EMPLOYER                                 EMPLOYEE

SAN JOSE NATIONAL BANK



By s/Robert A. Archer                    By  s/Eugene E. Blakeslee
   -------------------                   ---------------------------
                                             Eugene E. Blakeslee