United States
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10-K/A
                         (Amendment No. 2 to Form 10-K)

                   (Mark One)
              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the Fiscal Year ended December 31, 2000

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    For the transition period from ___________ to ______________

                         Commission File Number 0-11771

                              SJNB Financial Corp.
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

      California                                       77-0058227
-------------------------------               ----------------------------------
(State or other jurisdiction of                    (I.R.S. Employer
 incorporation or organization)                    Identification No.)

ONE NORTH MARKET STREET, SAN JOSE, CALIFORNIA                      95113
--------------------------------------------------------------------------------
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code    (408) 947-7562
                                                      --------------

Securities registered pursuant to Section 12(b) of the Act:        NONE
                                                          -------------

        Securities registered pursuant to Section 12(g) of the Act:
                       Common Stock, no par value
--------------------------------------------------------------------------------
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No ___

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the voting common equity held by non-affiliates of
the  registrant,  based on a market value of $38.56 per share (the closing price
of the Common Stock, as of February 28, 2001) was $120,605,000.

Number of shares of common stock outstanding as of February 28, 2001: 3,791,951
shares

                      Documents incorporated by reference:

Portions of the  registrant's  definitive  proxy statement for the  registrant's
2001 Annual Meeting of Shareholders (to be filed pursuant to Regulation 14A) are
incorporated by reference into Part III of this Report.
<PAGE>

Explanatory  Note: The undersigned  registrant hereby amends its Amendment No. 1
to Form 10-K filed with the  Securities  and  Exchange  Commission  for the year
ended  December  31, 2000 to include  Exhibits  10(m),  10(o) and 23, which were
inadvertently omitted from that filing.

Part II

Item 8: Financial Statements and Supplementary Data

The following section includes the Company's Consolidated Financial Statements:

         Independent Auditors' Report

         Consolidated Balance Sheets-December 31, 2000 and 1999

         Consolidated Statements of Income for the Years Ended December 31,2000,
         1999 and 1998

         Consolidated Statements of Shareholders' Equity and Comprehensive
         Income for the Years Ended December 31, 2000, 1999 and 1998

         Consolidated Statements of Cash Flows for the Years Ended December 31,
         2000, 1999 and 1998

         Notes to consolidated Financial Statements

                          Independent Auditors' Report

The Board of Directors
SJNB Financial Corp.:

We have audited the accompanying consolidated balance sheets of SJNB Financial
Corp. and subsidiary (the Company) as of December 31, 2000 and 1999, and the
related consolidated statements of income, shareholders' equity and
comprehensive income, and cash flows for each of the years in the three-year
period ended December 31, 2000. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of SJNB Financial Corp.
and subsidiary as of December 31, 2000 and 1999, and the results of their
operations and their cash flows for each of the years in the three-year period
ended December 31, 2000, in conformity with accounting principles generally
accepted in the United States of America.


KPMG LLP

San Francisco, California
January 17, 2001


<PAGE>





<TABLE>
<CAPTION>


----------------------------------------------------------------------------------------------------------------------------
SJNB Financial Corp. and subsidiary
Consolidated Balance Sheets
December 31, 2000 and 1999
(in thousands)
----------------------------------------------------------------------------------------------------------------------------
Assets                                                                                          2000             1999
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                             <C>              <C>
Cash and due from banks                                                                         $20,831          $18,938
Interest-bearing deposits in other banks                                                            599            2,042
Federal funds sold                                                                                7,240            7,000
Money market investments                                                                         38,475            5,651
Investment securities:
  Available for sale (includes securities subject to repurchase agreements
     Fair value: $10,024 at December 31, 2000 and $13,147 at December 31, 1999)
                                                                                               1190,878

  Held to maturity (Fair value: $18,646 at December 31, 2000
    and $20,708 at December 31,1999)                                                             18,627           22,196
----------------------------------------------------------------------------------------------------------------------------
    Total investment securities                                                                 128,787          113,074
----------------------------------------------------------------------------------------------------------------------------
Loans and leases                                                                                463,314          403,318
Allowance for loan and lease losses                                                              (7,393)          (6,412)
----------------------------------------------------------------------------------------------------------------------------
  Loans and leases, net                                                                         455,921          396,906
----------------------------------------------------------------------------------------------------------------------------
Premises and equipment, net                                                                       5,444            5,564
Accrued interest receivable                                                                       3,968            3,202
Intangibles, net of accumulated amortization of  $3,059 at December 31, 2000
 and $2,620 at December 31, 1999.                                                                 2,952            3,617
Other assets                                                                                     23,560           12,087
----------------------------------------------------------------------------------------------------------------------------
     Total                                                                                     $687,777         $568,081
============================================================================================================================

Liabilities and Shareholders' Equity
----------------------------------------------------------------------------------------------------------------------------
Deposits:
  Non interest-bearing                                                                         $130,130          $94,687
  Interest-bearing                                                                              455,213          379,046
----------------------------------------------------------------------------------------------------------------------------
     Total deposits                                                                             585,343          473,733
----------------------------------------------------------------------------------------------------------------------------
Federal Home Loan Bank advances                                                                  20,326           22,503
Other borrowings                                                                                 11,713           11,022
Accrued interest payable                                                                          2,412            1,720
Other liabilities                                                                                 4,400            5,884
----------------------------------------------------------------------------------------------------------------------------
     Total liabilities                                                                          624,194          514,862
----------------------------------------------------------------------------------------------------------------------------
Shareholders' equity:
  Preferred stock, no par value, 5,000 shares authorized;
     none issued or outstanding in 2000 or 1999.                                                   ----             ----
  Common stock, no par value; 20,000 shares authorized ;
     3,747 and 3,593 shares issued and outstanding
    in 2000 and 1999 respectively.                                                               22,845           20,769
  Retained earnings                                                                              40,221           33,942
  Accumulated other comprehensive income (losses)                                                   517           (1,492)
----------------------------------------------------------------------------------------------------------------------------
     Total shareholders' equity                                                                  63,583           53,219
----------------------------------------------------------------------------------------------------------------------------
Commitments and contingencies                                                                      ----             ----
----------------------------------------------------------------------------------------------------------------------------
     Total                                                                                     $687,777         $568,081
============================================================================================================================
<FN>
See accompanying Notes to Consolidated Financial Statements.
</FN>
</TABLE>











<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------
SJNB Financial Corp. and subsidiary
Consolidated Statements of Income
Years ended December 31, 2000, 1999 and 1998
----------------------------------------------------------------------------------------------------------------------------
(in thousands, except per share amounts)                                              2000          1999          1998
----------------------------------------------------------------------------------------------------------------------------
Interest income:
<S>                                                                                   <C>           <C>           <C>
  Interest and fees on loans and leases                                               $44,942       $35,826       $31,252
  Interest on money market investments                                                  2,358         1,536         1,750
  Interest on time deposits                                                                73           107           169
  Interest and dividends on investment securities available for sale                    6,820         4,638         4,753
  Interest and dividends on investment securities held to maturity                      1,073         1,200         1,165
  Other interest and investment income (expense)                                           10           (50)           (9)
----------------------------------------------------------------------------------------------------------------------------
    Total interest income                                                              55,276        43,257        39,080
----------------------------------------------------------------------------------------------------------------------------
Interest expense:
  Deposits:
    Interest-bearing demand                                                             2,244         2,189         2,158
    Money market and savings                                                            6,481         3,938         3,931
    Certificates of deposit of $100 or more                                             7,490         4,992         4,073
    Certificates of deposit of less than $100                                           3,237         2,627         1,604
Federal Home Loan Bank advances                                                         1,331         1,361         1,398
 Other borrowings                                                                         867           585           313
----------------------------------------------------------------------------------------------------------------------------
    Total interest expense                                                             21,650        15,692        13,477
----------------------------------------------------------------------------------------------------------------------------
    Net interest income                                                                33,626        27,565        25,603
----------------------------------------------------------------------------------------------------------------------------
Provision for loan and lease losses                                                       725           862           436
----------------------------------------------------------------------------------------------------------------------------
     Net interest income after provision for
       loan and lease losses                                                           32,901        26,703        25,167
----------------------------------------------------------------------------------------------------------------------------
Other income:
  Service charges on deposits                                                           1,067         1,044           950
  Other operating income                                                                  599           737           724
  Increase in cash surrender value of life insurance                                      542           218          ----
  Net (loss) gain on sale of securities available for sale                               (602)         (133)          150
----------------------------------------------------------------------------------------------------------------------------
     Total other income                                                                 1,606         1,866         1,824
----------------------------------------------------------------------------------------------------------------------------
Other expenses:
  Salaries and benefits                                                                 9,642         9,180         8,048
  Occupancy                                                                             1,504         1,454         1,310
  Merger related costs, nonrecurring                                                    3,424           487          ----
  Other                                                                                 5,786         5,430         5,104
----------------------------------------------------------------------------------------------------------------------------
     Total other expenses                                                              20,356        16,551        14,462
----------------------------------------------------------------------------------------------------------------------------
     Income before income taxes                                                        14,151        12,018        12,529
Income taxes                                                                            5,527         4,901         5,040
----------------------------------------------------------------------------------------------------------------------------
     Net income                                                                        $8,624        $7,117        $7,489
============================================================================================================================

Basic earnings per share                                                                $2.35         $2.04         $2.06
============================================================================================================================
Diluted earnings per share                                                              $2.24         $1.91         $1.92
============================================================================================================================
Average common shares outstanding                                                       3,665         3,491         3,635
============================================================================================================================
Average common share equivalents outstanding                                            3,854         3,722         3,902
============================================================================================================================
<FN>
See accompanying Notes to Consolidated Financial Statements.
</FN>
</TABLE>


<PAGE>

<TABLE>
<CAPTION>


-----------------------------------------------------------------------------------------------------------------------------
SJNB Financial Corp. and subsidiary
Consolidated Statements of Shareholders' Equity and Comprehensive Income
Years ended December 31, 2000, 1999 and 1998
-----------------------------------------------------------------------------------------------------------------------------

                                                                                                Accumulated        Total
                                                                                                   Other           Share-
                                                                        Common    Retained     Comprehensive      holders'
(in thousands, except per share amounts)                      Shares    Stock     Earnings    Income (Losses)      Equity
-----------------------------------------------------------------------------------------------------------------------------
<S>                <C> <C>                                      <C>      <C>        <C>            <C>             <C>
Balances, December 31, 1997                                     3,640    $23,505    $23,353        $(94)           $46,764
-----------------------------------------------------------------------------------------------------------------------------
Net income for the year                                          ----       ----      7,489        ----              7,489
Change in net unrealized gain/loss on securities:
   Unrealized gains arising during the year, net of taxes        ----       ----       ----         329                329
    Reclassification adjustment for losses included in
        income, net of taxes                                     ----       ----       ----          47                 47
                                                                                                                -------------
Comprehensive income                                                                                                 7,865
                                                                                                                -------------
Stock options exercised                                            41        572       ----        ----                572
Common stock repurchase                                          (103)    (3,562)      (180)       ----             (3,742)
Issuance of common stock for Epic Funding Corp.                    12        501       ----        ----                501
Tax benefit from stock options exercised                         ----        445       ----        ----                445
Cash dividends ($0.56 per share)                                 ----       ----     (1,666)       ----             (1,666)
-----------------------------------------------------------------------------------------------------------------------------
Balances, December 31, 1998                                     3,590     21,461     28,996         282             50,739
-----------------------------------------------------------------------------------------------------------------------------
Net income for the year                                          ----       ----      7,117        ----              7,117
Other comprehensive income-Unrealized loss
  on securities held for sale, net                               ----       ----       ----      (1,774)            (1,774)
                                                                                                                -------------
Comprehensive income                                                                                                 5,343
                                                                                                                -------------
Common stock issued                                                60      1,800       ----        ----              1,800
Stock options exercised                                            93        849       ----        ----                849
Common stock repurchase                                          (150)    (3,389)      (522)       ----             (3,911)
Tax benefit from stock options exercised                         ----         48       ----        ----                 48
Cash dividends ($0.56 per share)                                 ----       ----     (1,649)       ----             (1,649)
-----------------------------------------------------------------------------------------------------------------------------
Balances, December 31, 1999                                     3,593     20,769     33,942      (1,492)            53,219
-----------------------------------------------------------------------------------------------------------------------------
Net income for the year                                          ----       ----      8,624        ----              8,624
Other comprehensive income-Unrealized gain
  on securities held for sale, net                               ----       ----       ----       2,009              2,009
                                                                                                                -------------
Comprehensive income                                                                                                10,633
                                                                                                                -------------
Stock options exercised                                           154      1,557       ----        ----              1,557
Tax benefit from stock options exercised                         ----        519       ----        ----                519
Cash dividends ($0.64 per share)                                 ----       ----     (2,345)       ----             (2,345)
-----------------------------------------------------------------------------------------------------------------------------
Balances, December 31, 2000                                     3,747    $22,845    $40,221        $517            $63,583
=============================================================================================================================
<FN>
See accompanying Notes to Consolidated Financial Statements.
</FN>
</TABLE>



<PAGE>
<TABLE>
<CAPTION>


------------------------------------------------------------------------------------------------------------------------------------
SJNB Financial Corp. and subsidiary
Consolidated Statements of Cash Flows
Years ended December 31, 2000,  1999 and 1998
------------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                                    2000           1999             1998
------------------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
<S>                                                                                       <C>            <C>            <C>
  Net income                                                                              $8,624         $7,117         $7,489
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Provision for loan and lease losses                                                    725            862            436
      Depreciation and amortization                                                          844          1,279            790
      Amortization of intangibles                                                            439            456            457
      Deferred tax benefit                                                                 1,199            361             57
      Loss (gain) on sale of securities available for sale                                   602            133           (150)
      Net gain (loss) on sale of leased assets                                             -----             35            (12)


      Amortization of (discount) premium on investment securities, net                      (185)            10            (49)
      Decrease (increase) in intangible assets                                               226            (45)           (50)
      Increase in accrued interest receivable and other assets                            (5,304)        (3,561)          (393)
      (Decrease) increase in accrued interest payable and other liabilities                 (618)           (24)         1,702
------------------------------------------------------------------------------------------------------------------------------------
          Net cash provided by operating activities                                        6,552          6,623         10,277
------------------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
  Proceeds from sale or maturities of securities available for sale                       38,636         23,423         58,974
  Maturities of securities held to maturity                                                3,757          6,725         11,355
  Purchase of securities available for sale                                              (54,926)       (53,991)       (40,071)
  Purchase of securities to be held to maturity                                             (150)        (5,868)        (6,703)

  Net increase in loans and leases                                                       (59,898)       (64,996)       (43,070)
  Capital expenditures                                                                      (723)        (3,381)          (908)
  Purchase of life insurance policies                                                     (9,070)         -----         (3,953)
  Cash used to acquire Epic Funding Corp.                                                  -----          -----           (206)

------------------------------------------------------------------------------------------------------------------------------------
          Net cash used in investing activities                                          (82,374)       (98,088)       (24,582)
------------------------------------------------------------------------------------------------------------------------------------
Cash flow from financing activities:
  Net increase in deposits                                                               111,610         67,867         44,466
  Decrease in Federal Home Loan Bank borrowings                                           (2,177)          (169)          (287)
  Increase (decrease) in other borrowings                                                    691          3,997        (11,000)
  Cash dividends                                                                          (2,345)        (1,649)        (1,666)
  Common stock repurchased                                                                 -----         (3,911)        (3,742)
  Common stock issued                                                                      -----          1,800          -----
  Proceeds from stock options exercised                                                    1,557            849            572
------------------------------------------------------------------------------------------------------------------------------------
          Net cash provided by financing activities                                      109,336         68,784         28,343
------------------------------------------------------------------------------------------------------------------------------------
          Net increase (decrease) in cash and equivalents                                 33,514        (22,681)        14,038
Cash and equivalents at beginning of year                                                 33,631         56,312         42,274
------------------------------------------------------------------------------------------------------------------------------------
Cash and equivalents at end of year                                                      $67,145        $33,631        $56,312
====================================================================================================================================
Other cash flow information:
  Interest paid                                                                          $20,958        $15,268        $13,450
  Income taxes paid                                                                        5,832          5,544          4,016
==================================================================================================
Noncash transactions:

  Purchase of Epic Funding Corp.:
    Leases                                                                                 -----          -----         $149
    Other assets                                                                           -----          -----          789
-----------------------------------------------------------------------------------------------------------------------------------
      Total assets acquired                                                                -----          -----          938
  Cash paid and expenses incurred                                                          -----          -----         (206)
  Liabilities assumed:
    Other liabilities                                                                      -----          -----          231
-----------------------------------------------------------------------------------------------------------------------------------
      Total liabilities assumed                                                            -----          -----          231
-----------------------------------------------------------------------------------------------------------------------------------
Common stock issued, net of registration costs                                             -----          -----         $501
====================================================================================================================================
<FN>
See accompanying Notes to Consolidated Financial Statements.
</FN>
</TABLE>



<PAGE>


Notes to Consolidated Financial Statements
December 31, 2000, 1999 and 1998

NOTE 1 - Summary of Significant Accounting Policies

SJNB Financial Corp.  ("Company") is a bank holding company registered under the
Bank Holding Company Act of 1956, as amended. The Company was incorporated under
the laws of the State of California on April 18, 1983.  Its principal  office is
located at One North Market Street, San Jose, California, 95113.

The Company owns 100% of the issued and  outstanding  common  shares of San Jose
National  Bank  (referred  to  herein as  "SJNB"  or "the  Bank").  The Bank was
incorporated on November 23, 1981 and commenced business in San Jose, California
on June 10,  1982.  Its main office is located at One North Market  Street,  San
Jose, California, 95113. SJNB engages in the general commercial banking business
with special  emphasis on the banking  needs of the  business  and  professional
communities  in San Jose  and the  surrounding  areas.  The  Financial  Services
Division is located at 95 South Market,  San Jose,  California,  95113, where it
engages  in the  factoring  of  accounts  receivable.  The  Bank's  wholly-owned
subsidiary,  Epic  Funding  Corp.  is located in Danville,  California  where it
shares  an office  with the  Bank's  Danville  branch.  Epic  Funding  Corp.  is
primarily in the business of originating  equipment lease  financing  throughout
the United States, but primarily in the State of California.

Dollars and share amounts are in thousands in these footnotes,  except per share
amounts or as otherwise noted.

The  accounting  policies of SJNB  Financial  Corp.  and San Jose  National Bank
(collectively,   the  "Company")  are  in  accordance  with  generally  accepted
accounting  principles  and  conform to  general  practices  within the  banking
industry.

a.  Consolidation

The consolidated financial statements include the accounts of SJNB. All material
intercompany  accounts and transactions have been eliminated in the consolidated
financial statements.

b.  Investment Securities

The Company accounts for its investment securities as follows:

Available for sale-Investment securities that are acquired without the intent to
hold until  maturity are classified as available for sale.  Such  securities are
carried at market  value.  Market value  adjustments  are reported as a separate
component of other comprehensive  income included in shareholders'  equity until
realized.

Held to maturity-Investment  securities purchased with the intent and ability to
hold them until maturity are classified as held to maturity. Such securities are
carried at cost,  adjusted  for  accretion  of  discounts  and  amortization  of
premiums.

Investment  securities  purchased are recorded as of their trade date. Accretion
of discounts and amortization of premiums arising at acquisition are included in
income using methods approximating the interest method. Gains or losses on sales
of  securities,  if any, are  determined  based on the  specific  identification
method. The carrying values of individual  investment securities are reduced, if
necessary,  through  write-downs to reflect other than temporary  impairments in
value.

In  connection  with the  Company's  adoption  of SFAS No. 133,  Accounting  for
Derivative  Instruments and Hedging  Activities as described in note 1(f) below,
the Company  elected to reclassify all of its "Held to maturity"  investments to
"available  for  sale" as of  January  1,  2001.  The  impact of this will be to
account for the unrealized gain or loss in the held to maturity securities as an
additional  component of other  comprehensive  income included in  shareholders'
equity  until  realized.  The amount of the net  unrealized  gain in the held to
maturity classification was $19 as of December 31, 2000.

c.  Loans and Leases and Allowance for Loan and Lease Losses

Loans and leases  generally  are  stated at the  principal  amount  outstanding.
Interest  on loans is credited to income on a simple  interest  basis.  Unearned
revenue on direct  financing  leases is accreted over the lives of the leases in
decreasing amounts to provide a constant rate of return on the net investment in
the  leases.  Loan  origination  fees and direct  origination  costs,  including
initial direct cost of lease origination are deferred and amortized to income by
a method  approximating  the level yield method over the estimated  lives of the
underlying  loans.  The accrual of interest on loans and leases is  discontinued
and any  accrued  and  unpaid  interest  is  reversed  when,  in the  opinion of
management,  there is significant doubt as to the  collectibility of interest or
principal  or when the payment of principal or interest is ninety days past due,
unless the loan is well-secured and in the process of collection.

The allowance for loan and lease losses is a valuation  allowance  maintained to
provide for future loan losses through charges to current operating expense. The
allowance  is based upon a continuing  review of loans and leases by  management
which includes  consideration  of changes in the character of the loan and lease
portfolio,  current and anticipated economic conditions, past lending experience
and such other factors which, in management's  judgment,  deserve recognition in
estimating potential loan losses. In addition,  regulatory examiners may require
the Company to recognize  additions to the  allowance  based on their  judgments
about information available to them at the time of their examinations.

Impaired loans are those in which,  based on current  information and events, it
is probable that the Company will be unable to collect all amounts due according
to the contractual  terms of the loan or lease  agreement,  including  scheduled
interest  payments.  The  Company  measures  such loans and leases  based on the
present value of future cash flows discounted at the loan's or lease's effective
interest rate, or at the loan's or lease's market value or the fair value of the
collateral if the loan is secured.  If the  measurement  of the impaired loan or
lease is less than the recorded investment, impairment is recognized by creating
or adjusting an existing allocation of the allowance for loan and lease losses.

d.  Premises and Equipment

Premises and equipment are stated at cost,  less  accumulated  depreciation  and
amortization.  Depreciation  and  amortization  are charged to expense  over the
estimated useful lives of the assets on a straight-line basis as follows:

     Buildings                         30 years
     Furniture and equipment         3-10 years
     Improvements                    7-15 years

e.  Intangibles

Goodwill is amortized using the straight-line method over 15 years. Core deposit
intangibles are amortized using an accelerated method over ten years.

On a periodic  basis,  the Company  reviews its intangible  assets for events or
changes in  circumstances  that may  indicate  that the  carrying  amount of the
assets may not be  recoverable.  Should such a change indicate that the value of
such intangibles may be impaired,  an evaluation of the recoverability  would be
performed, using undiscounted cash flows, prior to any writedown of the assets.

f. Derivative Instruments and Hedging Activities

Interest  rate  instruments  are  entered  into in  conjunction  with the Bank's
asset/liability  management.  As these  contracts  are  entered  into only after
meeting the  accounting  criteria for a hedge,  and as long as they  continue to
meet such criteria, changes in market value are deferred and the net settlements
are  accrued  as  adjustments  to  interest  income.   The  Bank  currently  has
outstanding   a  callable   interest   rate  swap  for  $10  million  it  issued
simultaneously  with a $10 million  ten-year  callable  synthetic  floating rate
certificate  of deposit and a three-year $20 million  prime/fixed  interest rate
swap, which are accounted for as hedges.

In  June  1998,  the  FASB  issued  SFAS  No.  133,  Accounting  for  Derivative
Instruments  and Hedging  Activities.  This  Statement  requires  that an entity
recognize all  derivatives  as either assets or  liabilities in the statement of
financial  position and measure those  instruments at fair value.  In June 1999,
the FASB issued SFAS No. 137, Accounting for Derivative  Instruments and Hedging
Activities-Deferral  of Effective  Date. In June 2000,  the FASB issued SFAS No.
138,   Accounting  for  Certain  Derivative   Instruments  and  Certain  Hedging
Activities,  an  amendment  of SFAS No.  133.  SFAS No. 138  addresses a limited
number of issues  causing  implementation  difficulties  for entities  which are
required to apply SFAS No. 133. SFAS No. 137 deferred the effective  date to the
fiscal  quarters of fiscal  years  beginning  after June 15,  2000.  The Company
adopted SFAS No. 133, as amended on January 1, 2001 and there was no effect.  As
noted  above the Bank  currently  has  outstanding  $30  million  in  derivative
instruments  as defined  by SFAS No.  133.  These  derivative  instruments  will
qualify as cash flow or fair market hedges in accordance with the Statement.

g.  Income Taxes

The Company  accounts  for income  taxes using the asset and  liability  method.
Under this method,  deferred tax assets and  liabilities  are recognized for the
future tax consequences of differences  between the financial statement carrying
amounts of  existing  assets and  liabilities  and their  respective  tax bases.
Deferred  tax  assets and  liabilities  are  measured  using  enacted  tax rates
expected  to apply to  taxable  income  in the  years in which  those  temporary
differences are expected to be recovered or settled.  The effect on deferred tax
assets and  liabilities  of a change in tax rates is recognized in income in the
period that includes the enactment date.

Under the asset and liability  method,  deferred tax assets are  recognized  for
deductible   temporary   differences   and   operating   loss  and  tax   credit
carryforwards,  and then a valuation  allowance  is  established  to reduce that
deferred tax asset if it is "more likely than not" that the related tax benefits
will not be realized.

h.  Stock-based Compensation

The  Company  continues  to  account  for  stock-based  compensation  using  the
intrinsic value method prescribed in Accounting Principles Board Opinion No. 25,
"Accounting  for Stock  Issued to  Employees."  The Company  only  grants  stock
options  at  fair  market  value.  SFAS  No.  123,  Accounting  for  Stock-Based
Compensation,"  established  accounting  and  disclosure  requirements  using  a
fair-value-based  method of accounting  for  stock-based  employee  compensation
plans.  The Company has elected to remain on its current method of accounting as
described above, and has adopted the disclosure requirements of SFAS No. 123.

i.  Net Income Per Share

Basic net income per share is computed by  dividing  net income by the  weighted
average number of shares of common stock  outstanding  during the year.  Diluted
net income per share is computed by dividing net income by the weighted  average
number of  shares  of  common  stock  outstanding  during  the year plus  shares
issuable  assuming  exercise  of  all  employee  stock  options,   except  where
anti-dilutive.

j.  Comprehensive Income

Effective  January  1,  1998,  the  Company  adopted  SFAS  No.  130,  Reporting
Comprehensive  Income, which establishes new rules for the reporting and display
of comprehensive income and its components. Comprehensive income is a part of an
enterprises  financial  performance and, as described in SFAS No. 130,  includes
net income and other comprehensive income such as revenues,  expenses, gains and
losses not included in net income.  The adoption of this statement had no impact
on net income or shareholders'  equity.  SFAS No. 130 requires the Company's net
unrealized  gains or losses on  available-for-sale  securities to be included in
other comprehensive income. Comprehensive income is included in the statement of
shareholders' equity for the periods presented.

k.  Statement of Cash Flows

For purposes of reporting cash flows, cash and cash equivalents  include cash on
hand, amounts due from banks, fed funds sold and money market investments.

l.  Use of Estimates

Management  of the  Company  has  made a number  of  estimates  and  assumptions
relating  to the  reporting  of assets and  liabilities  and the  disclosure  of
contingent  asset and  liabilities  to prepare  these  financial  statements  in
conformity with generally accepted accounting  principles.  Actual results could
differ from those estimates.

m.  Impairment of Long-lived Assets

Long-lived  assets  and  certain  identifiable  intangibles  held and used by an
entity are reviewed for impairment  whenever events or changes indicate that the
carrying  amount  of an  asset  may  not be  recoverable.  The  Company  has not
identified  any  long-lived  assets  or  identifiable   intangibles  which  were
impaired.

n.   Accounting   for   Transfers   and   Servicing  of  Financial   Assets  and
     Extinguishments of Liabilities

SFAS No. 125,  Accounting  for Transfers  and Servicing of Financial  Assets and
Extinguishments of Liabilities,  provides accounting and reporting standards for
transfers and servicing of financial assets and  extinguishments  of liabilities
based on consistent application of a financial-components  approach that focuses
on control.  It distinguishes  transfers of financial assets that are sales from
transfers that are secured borrowings.  Under this approach, after a transfer of
financial  assets,  an entity  recognizes all financial and servicing  assets it
controls and liabilities it has incurred and derecognizes financial assets it no
longer  controls  and  liabilities  that have been  extinguished.  SFAS No. 140,
Accounting for Transfers and Servicing of Financial  Assets and  Extinguishments
of  Liabilities,  was issued in September  2000 and replaces the  standards  for
accounting  for  securitizations  and other  transfers of  financial  assets and
collateral  and  requires  certain  disclosures.  The  Company  did not have any
significant  transactions  in  which  these  Statements  had any  impact  on its
consolidated financial statements.

o.  Segments of an Enterprise and Related Information

SFAS  No.  131,   Disclosures  about  Segments  of  an  Enterprise  and  Related
Information,  requires certain  information about the operating  segments of the
Company. The objective of requiring  disclosures about segments of an enterprise
and related  information is to provide  information about the different types of
business  activities in which an enterprise  engages and the different  economic
environments in which it operates to help users of financial  statements  better
understand  its  performance,  better assess its prospects for future cash flows
and make more informed  judgments  about the enterprise as a whole.  The Company
has determined it has three segments:  general commercial  banking,  leases, and
factoring/asset  based  financing.  Neither  leasing nor  factoring/asset  based
financing  meet the required  thresholds  for  disagregation  and  therefore the
disclosures and related information about such segments has not been included in
the consolidated financial statements. At such time that these segments meet the
required thresholds, such disclosures and other information will be included.

p.  Reclassification

Certain 1999 and 1998 amounts have been reclassified to conform to the 2000
presentation.

NOTE 2 - Acquisitions

On January 5, 2000, the Company acquired all of the outstanding shares of common
stock of  Saratoga  Bancorp,  the parent  company  of  Saratoga  National  Bank,
pursuant to an exchange of the  Company's  common  stock for all common stock of
Saratoga Bancorp. Saratoga National Bank, headquartered in Saratoga, California,
operated  three  branches  and as of  the  acquisition  date  had  $142  million
(unaudited) in assets and $103 million  (unaudited) in deposits.  Saratoga's San
Jose office,  which was located near SJNB's San Jose  office,  was  consolidated
into  SJNB's San Jose  office in January  2000.  The  shareholders  of  Saratoga
received 0.70 shares of the Company's common stock for each outstanding share of
Saratoga  common stock.  Based on the closing  price of the  Company's  stock on
January 5, 2000 of $29.125,  the transaction was valued at  approximately  $34.2
million,  excluding  the value of any  unexercised  options,  and each  Saratoga
shareholder received SJNB common stock valued at $20.39 per share for each share
of Saratoga  common  stock.  The merger has been  accounted  for as a pooling of
interests.

On May 22,  1998,  SJNB  acquired  all of the stock of a private  company,  Epic
Funding Corporation (Epic),  pursuant to a definitive  agreement dated April 13,
1998. In connection  with the  acquisition,  which was  structured as a tax-free
reorganization  and  accounted  for as a  purchase  transaction  for  accounting
purposes,  SJNB issued  12.2 shares of its common  stock and paid $110 to Epic's
sole  shareholder  in exchange for all of Epic's  outstanding  stock.  The total
purchase price was $611, while Epic's fair value of net assets was $28; goodwill
amounted to $759 including  certain expenses of the  transaction.  Epic provides
direct and vendor lease programs to manufacturers and equipment users throughout
California  and  across  parts of the  United  States.  Epic is a  wholly  owned
subsidiary  of the Bank.  Epic's  office is  located  in  Danville,  California,
together  with a small de novo  branch  of the Bank at the same  facility  which
opened July 1, 1998.

NOTE 3 - Cash and Due from Banks

The Federal Reserve  requires the Bank to maintain  average reserve balances for
certain deposit  balances.  Required reserves at December 31, 2000 were $746 and
there were no required reserves in 1999.

NOTE 4 - Investment Securities

Investment  securities  as of  December  31,  2000 and 1999  are  summarized  as
follows:
<TABLE>
<CAPTION>

(dollars in thousands)                                                 December 31, 2000
--------------------------------------------------------------------------------------------------------------
                                                                            Unrealized                 Fair
                                                                  -------------------------------
                                                        Cost             Gains          Losses         Value
--------------------------------------------------------------------------------------------------------------
Available for sale:
<S>                                                       <C>               <C>         <C>               <C>
  U.S. Treasury                                           $1,496            $31         -----          $1,527
  U. S. Government Agencies                               33,444            295          $(90)         33,649
  Mortgage Backed                                         56,120          1,567          (120)         57,567
  State and municipal                                      5,208            109            (4)          5,313
 Trust preferred                                           9,050             32          (607)          8,475
 Asset-backed                                              3,607             29            (7)          3,629
--------------------------------------------------------------------------------------------------------------
    Total available for sale                             108,925          2,063          (828)        110,160
--------------------------------------------------------------------------------------------------------------
Held to Maturity:
  U.S. Government agencies                                   500              1         -----             501
  State and municipal (nontaxable)                        16,395            159          (141)         16,413
--------------------------------------------------------------------------------------------------------------
    Total held to maturity                                16,895            160          (141)         16,914
Federal Reserve Bank/Federal Home Loan Bank Stock          1,732          -----         -----           1,732
--------------------------------------------------------------------------------------------------------------
    Total                                                 18,627            160          (141)         18,646
--------------------------------------------------------------------------------------------------------------
      Total investment securities portfolio             $127,552         $2,223         $(969)       $128,806
==============================================================================================================
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                                                     December 31, 1999
----------------------------------------------------------------------------------------------------------------------------
                                                                                          Unrealized              Fair
                                                                                -------------------------------
                                                                      Cost          Gains          Losses         Value
----------------------------------------------------------------------------------------------------------------------------
Available for sale:
<S>                                                                     <C>                <C>        <C>            <C>
  U.S. Treasury                                                         $2,496             $3         -----          $2,499
  U. S. Government Agencies                                             37,337              8         $(732)         36,613
  Mortgage Backed                                                       38,560          -----          (564)         37,996
  Asset-backed                                                           2,000          -----           (22)          1,978
  Trust Preferred                                                        7,062          -----          (479)          6,583
  Mutual funds                                                           5,646          -----          (437)          5,209
----------------------------------------------------------------------------------------------------------------------------
    Total available for sale                                            93,101             11        (2,234)         90,878
----------------------------------------------------------------------------------------------------------------------------
Held to Maturity:
  U.S. Government agencies                                                 499              3         -----             502
  State and municipal (nontaxable)                                      17,828              8        (1,512)         16,324
  Mortgage Backed                                                          657             13         -----             670
----------------------------------------------------------------------------------------------------------------------------
    Total held to maturity                                              18,984             24        (1,512)         17,496
Federal Reserve Bank/Federal Home Loan Bank Stock                        3,212          -----         -----           3,212
----------------------------------------------------------------------------------------------------------------------------
    Total                                                               22,196             24        (1,512)         20,708
----------------------------------------------------------------------------------------------------------------------------
      Total investment securities portfolio                           $115,297            $35       $(3,746)       $111,586
============================================================================================================================
</TABLE>

As of December 31, 2000 and 1999  investment  securities with carrying values of
approximately  $54.9 million and $36.9  million,  respectively,  were pledged as
collateral for deposits of public funds and other  purposes.  Investments in the
Federal Reserve Bank and Federal Home Loan Bank stock is carried at cost,  which
is approximately equal to their market value.

Mutual funds consist of several funds  invested in U. S.  Government  securities
and government issued adjustable rate mortgages (ARMS).

The  following  tables  provide  the  scheduled   maturities  of  the  Company's
investment securities portfolio as of December 31, 2000:

Maturity of investment securities portfolio
(dollars in thousands)
                                             Amortized        Fair
       Securities available for sale            Cost         Value
                                           -----------------------------
Due in one year or less                         $1,998        $2,029
Due after one year through five years           42,050        42,928
Due after five years through ten years          18,090        18,204
Due after ten years                             46,787        46,999
                                           -----------------------------
  Total                                        108,925       110,160
                                           -----------------------------
        Securities held to maturity
Due in one year or less                            915           918
Due after one year through five years            2,067         2,092
Due after five years through ten years           1,483         1,498
Due after ten years                             12,430        12,406
                                           -----------------------------
  Total                                         16,895        16,914
                                           -----------------------------
         Non-maturity investments
Held to maturity - FRB/FHLB Stock                1,732         1,732
                                           -----------------------------
  Total                                          1,732         1,732
                                           -----------------------------
    Total Investment securities               $127,553      $128,806
                                           =============================


Interest and dividend income earned on investment securities for the years ended
December 31, 2000, 1999 and 1998 are as follows:
<PAGE>

Interest and dividend income
<TABLE>
<CAPTION>
                                                                                  Interest and dividend income
(dollars in thousands)                                                     2000             1999           1998
-----------------------------------------------------------------------------------------------------------------------
Securities available for sale:
<S>                                                                            <C>          <C>             <C>
  U.S. Treasury                                                                $99          $146            $378
  U.S. Government agencies                                                   2,147         2,964           3,736
  State and municipal (nontaxable)                                              29          ----            ----
  State and municipal (taxable)                                                115          ----            ----
  Mortgage Backed                                                            3,257           851             301
  Asset-backed                                                                 376            72            ----
  Trust preferred                                                              645           300            ----
  Mutual funds                                                                 152           305             338
Securities held to maturity:
  U.S. Treasury                                                               ----            78              97
  U.S. Government agencies                                                      34           116             260
  State and municipal (nontaxable)                                             849           757             518
  Mortgage Backed                                                               26            89             146
Federal Reserve Bank/Federal Home Loan Bank Stock                              164           160             144
-----------------------------------------------------------------------------------------------------------------------
     Interest and dividend income                                           $7,893        $5,838          $5,918
=======================================================================================================================
</TABLE>

NOTE 5 - Loans

A summary of loans as of December 31, 2000, 1999 and 1998 is as follows:
<TABLE>
<CAPTION>

(dollars in thousands)                                           2000                   1999                  1998
----------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>                    <C>                   <C>
Commercial and other                                           $140,108               $123,873              $110,604
SBA                                                              53,371                 49,949                37,019
Leasing                                                          37,450                 20,837                 5,618
Factoring and asset-based                                        13,476                  9,901                 7,393
Real estate construction                                         54,667                 48,410                51,963
Real estate term                                                147,110                139,103               113,461
Consumer                                                         18,262                 12,448                10,839
Unearned fee income                                              (1,130)                (1,203)                 (954)
----------------------------------------------------------------------------------------------------------------------------
  Total loan and lease portfolio                                463,314                403,318               335,943
Less allowance for loan or lease losses                          (7,393)                (6,412)               (5,494)
----------------------------------------------------------------------------------------------------------------------------
     Loans and leases, net                                     $455,921               $396,906              $330,449
============================================================================================================================
</TABLE>

Concentrations  of credit risk arise when a number of  customers  are engaged in
similar business  activities,  or activities in the same geographic  region,  or
have  similar  features  that would  cause  their  ability  to meet  contractual
obligations to be similarly affected by changes in economic conditions. Although
the Company has a diversified loan and lease portfolio, a substantial portion of
its customers' ability to honor contracts is reliant upon the economic stability
of the Santa Clara Valley,  which in some degree relies on the stability of high
technology  companies in its "Silicon  Valley."  Loans and leases are  generally
made on the basis of a secure  repayment  source,  which is based on a  detailed
cash flow analysis; however, collateral is generally a secondary source for loan
qualification.

Approximately  32% of the Company's loan and lease  portfolio is made up of real
estate  term  loans.  This  category  of real  estate  loans  includes  loans on
income-bearing  or  owner-occupied  commercial  properties  and land  loans.  In
addition,  approximately  12% of the loan and lease portfolio is made up of real
estate  construction loans. These loans consist of approximately 30% residential
and 70%  commercial.  Included in consumer  loans are prime equity loans of $8.1
million or representing approximately 1.7% of the total loan portfolio. Included
in the commercial  category are mortgage  warehouse loans,  loans to real estate
developers for short-term  investment  purposes and loans to  nondevelopers  for
real estate  investment  purposes that amount to  approximately  9% of the total
loan  portfolio.  Included in the SBA  category are real estate piggy back loans
that amount to approximately  2% of the total loan portfolio.  In the aggregate,
approximately  55% of the loan  portfolio is directly  related to real estate or
real  estate  interests.  Approximately  30%  of the  total  loan  portfolio  is
commercial  loans;  however,  no  particular  industry  represents a significant
portion of such loans.

The  following is an analysis of the allowance for loan and lease losses for the
years ended December 31, 2000, 1999 and 1998:
<PAGE>
<TABLE>
<CAPTION>

(dollars in thousands)                                      2000                    1999                     1998
----------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                     <C>                      <C>
Balance, beginning of year                                  $6,412                  $5,494                   $5,071
Provision for loan or lease losses                             725                     861                      436
Charge-offs                                                   (411)                   (165)                    (299)
Recoveries                                                     667                     222                      286
----------------------------------------------------------------------------------------------------------------------------
Balance, end of year                                        $7,393                  $6,412                   $5,494
============================================================================================================================
</TABLE>

At December 31, 2000 and 1999, impaired loans totaled $421 and $1.4 million with
a  corresponding  valuation  allowance of $284 and $224,  respectively.  For the
years ended  December  31, 2000 and 1999,  the average  recorded  investment  in
impaired  loans was  approximately  $828 and  $475,  respectively.  The  Company
recognized $72, $41 and $60 of interest on impaired loans (during the portion of
the year they were impaired), of which $72, $40 and $8 related to impaired loans
for which interest  income is recognized on the cash basis,  for the years ended
December 31, 2000, 1999 and 1998, respectively.

The  balance  of  nonaccrual  loans  as  of  December  31,  2000  and  1999  was
approximately $421 and $1.4 million, respectively. The effect on interest income
had these loans been performing in accordance with contractual  terms was $62 in
2000, $132 in 1999, and $22 in 1998.  Income actually  recognized on these loans
was $16 in 2000, $112 in 1999 and $21 in 1998.

The Company has made loans to executive officers, directors and their affiliates
in the ordinary course of business. An analysis of activity with respect to such
loans during the years ended December 31, 2000, 1999 and 1998 is as follows:
<TABLE>
<CAPTION>

(dollars in thousands)                                                2000                1999                 1998
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                 <C>                  <C>
Balance, beginning of year                                            $2,741              $1,749               $1,223
New loans disbursed                                                       21               2,717                1,340
Repayments of loans                                                   (2,189)             (1,725)                (814)
----------------------------------------------------------------------------------------------------------------------------
Balance, end of year                                                    $573              $2,741               $1,749
============================================================================================================================
</TABLE>

As of December  31,  2000,  loans of  approximately  $12 million were pledged as
collateral for the Federal Reserve Discount Window.

NOTE 6 - Premises and Equipment

A summary of  premises  and  equipment  as of  December  31, 2000 and 1999 is as
follows:

(dollars in thousands)                           2000               1999
--------------------------------------------------------------------------------
Land                                              $1,777             $1,777
Buildings and improvements                         4,138              4,351
Furniture and equipment                            2,623              3,447
--------------------------------------------------------------------------------
     Premises and equipment                        8,538              9,575
Less accumulated depreciation and amortization    (3,094)            (4,011)
--------------------------------------------------------------------------------
     Premises and equipment, net                  $5,444             $5,564
================================================================================

NOTE 7 - Time Deposits

As of December 31, 2000 and 1999,  the Bank had $135  million and $105  million,
respectively,  in time  deposits  in  denominations  of $100 or  more.  Interest
expense for these  deposits  was $7.5 million and $5.0 million in 2000 and 1999,
respectively.  Time  deposits in  denominations  of $100 or more which mature in
greater than one year were $8.8 million as of December 31, 2000.

On  December 4, 1998 the Bank raised $10  million  through  the  placement  of a
ten-year synthetic floating rate certificate of deposit. The instrument consists
of two linked  transactions,  a callable  interest rate swap and callable  fixed
rate  certificate of deposit.  Under the swap agreement the Bank pays LIBOR plus
five  basis  points  and  receives  6% for a period  of ten  years.  The swap is
callable  after  one  year by the  issuer.  Simultaneously,  the  Bank  issued a
callable 6% fixed rate  10-year  certificate  of  deposit.  The  certificate  of
deposit does not have any early redemption  clauses,  other than by death of the
holder. Effectively,  the Bank's rate of interest on the combined transaction is
LIBOR plus five basis points.



<PAGE>


NOTE 8 - Borrowings

Federal funds purchased and securities  sold under  agreements to repurchase and
information  relating to these borrowings are summarized below as of and for the
years ended December 31:
<TABLE>
<CAPTION>

(dollars in thousands)                                                       2000              1999             1998
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>              <C>                <C>
Federal funds purchased
   Balance at December 31,                                                  -----              $500            $5,000
   Weighted average interest rate at year end                               -----              5.50%             5.50%
   Maximum amount outstanding at any month end                             $9,000           $22,000            $5,000
   Average outstanding balance                                               $577            $1,801              $380
   Weighted average interest rate paid                                       7.00%             5.54%             6.40%
Securities sold under agreements to repurchase
   Balance at December 31,                                                 $9,645           $10,497             -----
   Weighted average interest rate at year end                                7.01%             5.80%            -----
   Maximum amount outstanding at any month end                            $10,497           $15,559           $12,000
   Average outstanding balance                                            $10,017            $7,421            $3,762
   Weighted average interest rate paid                                       6.65%             5.61%             5.59%
</TABLE>

Any securities  used under  securities  sold under  agreements to repurchase are
under the control of the Bank. Securities subject to the agreement to repurchase
represent  securities  held by the  Bank in its  securities  available  for sale
portfolio  with a total  amortized  cost of $9.9  million and a market  value of
$10.0 million as of December 31, 2000.

The  Company's   bank   subsidiary  has  informal   arrangements   with  various
correspondents  providing  short-term  credit for liquidity  requirements;  such
informal lines aggregated $22 million at December 31, 2000.

The Company had  borrowings  from the Federal  Home Loan Bank  bearing  interest
ranging  from 5.67% to 7.59% as of  December  31,  2000 and 5.82% to 6.74% as of
December  31,  1999.  The  borrowings  are  secured by U. S.  Government  Agency
securities and are due as follows as of December 31, 2000 and 1999:

Year                   2000               1999
---------------- ------------------ -----------------
2001                   $9,076             $9,096
2002                      723                735
2003                    2,616              2,639
2005                    6,892              6,933
2010                      246                274
2011                      773                826
---------------- ------------------ -----------------
Total                 $20,326            $20,503
================ ================== =================

NOTE 9 - Accumulated Other Comprehensive Income

Accumulated  other  comprehensive  income  is as  follows  for the  years  ended
December 31, 2000, 1999, and 1998:
<TABLE>
<CAPTION>

                                                                    2000            1999           1998
--------------------------------------------------------------- -------------- --------------- --------------
<S>                                                                 <C>            <C>              <C>
Realized (losses) gains on securities available for sale, net       $(602)         $(133)           $150
Unrealized  appreciation  (loss) of securities  held for sale,      2,611         (1,641)            226
net
--------------------------------------------------------------- -------------- --------------- --------------
Other comprehensive income (loss)                                  $2,009        $(1,774)           $376
=============================================================== ============== =============== ==============
</TABLE>



<PAGE>


NOTE 10 - Earnings per Share

The  reconciliation  of the numerators and denominators of the basic and diluted
earnings per share (EPS) computations are as follows:
<TABLE>
<CAPTION>

(in thousands,                                                       Net                                     Per Share
except per share amounts)                                           Income                Shares              Amounts
----------------------------------------------------------------------------------------------------------------------------
For the year ended December 31, 2000
<S>                                                                  <C>                    <C>                 <C>
Net income and basic EPS                                             $8,624                 3,665               $2.35
                                                                                                        ====================
Effect of stock option dilutive shares                                                        189
---------------------------------------------------------------------------------------------------------
Diluted earnings per share                                           $8,624                 3,854               $2.24
============================================================================================================================
For the year ended December 31, 1999
Net income and basic EPS                                             $7,117                 3,491               $2.04
                                                                                                        ====================
Effect of stock option dilutive shares                                                        231
---------------------------------------------------------------------------------------------------------
Diluted earnings per share                                           $7,117                 3,722               $1.91
============================================================================================================================
For the year ended December 31, 1998
Net income and basic EPS                                             $7,489                 3,635               $2.06
                                                                                                        ====================
Effect of stock option dilutive shares                                                        267
---------------------------------------------------------------------------------------------------------
Diluted earnings per share                                           $7,489                 3,902               $1.92
============================================================================================================================
</TABLE>


NOTE 11 - Income Taxes

Income tax expense for the years ended December 31, 2000, 1999 and 1998 consists
of the following:


(dollars in thousands)      2000                1999               1998
--------------------------------------------------------------------------------
Current:
  Federal                    $5,065              $3,980              $3,899
  State                       1,661               1,282               1,198
--------------------------------------------------------------------------------
     Total current            6,726               5,262               5,097
--------------------------------------------------------------------------------
Deferred:
  Federal                      (910)               (266)                (48)
  State                        (289)                (95)                 (9)
--------------------------------------------------------------------------------
    Total deferred           (1,199)               (361)                (57)
--------------------------------------------------------------------------------
       Income taxes          $5,527              $4,901              $5,040
================================================================================


Total income tax expense differed from the amount computed by applying the U. S.
federal  income tax rate of 34% in the years ended  December 31, 2000,  1999 and
1998 to income before income taxes as a result of the following:
<TABLE>
<CAPTION>

(dollars in thousands)                                                   2000               1999               1998
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                 <C>                <C>
Computed "expected " tax expense                                         $4,811              $4,085             $4,259
California franchise tax, net of federal income tax                         905                 783                785
Amortization of intangible assets                                           130                 136                136
Federal tax-exempt investment income                                       (266)               (239)              (151)
Other                                                                       (53)                136                 11
----------------------------------------------------------------------------------------------------------------------------
     Income taxes                                                        $5,527              $4,901             $5,040
============================================================================================================================
</TABLE>



<PAGE>


The tax effects of temporary  differences that gave rise to significant portions
of the deferred tax assets and deferred tax liabilities at December 31, 2000 and
1999, are presented below:
<TABLE>
<CAPTION>

(dollars in thousands)                                                                     2000                1999
-----------------------------------------------------------------------------------------------------------------------------
Deferred tax assets:
<S>                                                                                         <C>                 <C>
  Provision for loan or lease losses                                                        $2,414              $2,193
  Purchase accounting adjustments                                                               65                  95
  Foreclosure income                                                                            43                  43
  State taxes                                                                                  527                 426
  Deferred compensation                                                                      1,275                 353
  Securities available for sale                                                               ----                 936
-----------------------------------------------------------------------------------------------------------------------------
    Total gross deferred tax assets                                                          4,324               4,046
-----------------------------------------------------------------------------------------------------------------------------
Deferred tax liabilities:
  Depreciation and amortization                                                                 32                  43
  Leases                                                                                         2                   2
  Securities available for sale                                                                345                ----
  Other                                                                                        152                 126
-----------------------------------------------------------------------------------------------------------------------------
    Total gross deferred tax liabilities                                                       531                 171
-----------------------------------------------------------------------------------------------------------------------------
      Net deferred tax assets                                                               $3,793              $3,875
=============================================================================================================================
</TABLE>

Amounts for the current year are based upon estimates and  assumptions as of the
date of this report and could vary  significantly  from amounts shown on the tax
returns  as  filed.  Accordingly,  the  variances  from the  amounts  previously
reported  for 1999 are  primarily as a result of  adjustments  to conform to tax
returns as filed.

Deferred tax assets related to purchase  accounting  adjustments include the tax
effect of fair  market  value  adjustments  of the  assets  and  liabilities  of
businesses  acquired.  The Company  believes  that the net deferred tax asset is
realizable  through  sufficient  taxable income within the carryback periods and
the current year's taxable income.

NOTE 12 - Detail of Other Expense

Other expense for the years ended  December 31, 2000,  1999 and 1998 consists of
the following:
<TABLE>
<CAPTION>

(dollars in thousands)                                    2000         1999          1998
-----------------------------------------------------------------------------------------------
<S>                                                          <C>          <C>          <C>
Data processing                                              $747         $676         $741
Directors and shareholders                                    660          673          469
Legal and professional fees                                   641          701          520
Client services                                               613          585          495
Amortization of core deposit intangibles and goodwill         439          455          457

Net cost of other real estate owned                          ----          (47)           7
Other                                                       2,686        2,387        2,415
-----------------------------------------------------------------------------------------------
  Total                                                    $5,786       $5,430       $5,104
===============================================================================================
</TABLE>

NOTE 13 - Stock Option Plan

During 1996, the shareholders of the Company approved the 1996 Stock Option Plan
(the  "Plan"),  which  replaced two then existing  stock option plans.  The 1996
Stock Option Plan is described below. In accordance with APB 15, no compensation
cost has been recognized for the Plan. Had  compensation  cost for the Plan been
determined  consistent  with SFAS No. 123, the Company's net income and earnings
per share would have been adjusted to the pro forma amounts for options  granted
for the years 2000, 1999 and 1998 indicated below:


<PAGE>


<TABLE>
<CAPTION>


(dollars in thousands, except per share amounts)                2000                  1999                   1998
----------------------------------------------------------------------------------------------------------------------------
Net income:
<S>                                                             <C>                   <C>                    <C>
  As reported                                                   $8,624                $7,117                 $7,489
  Pro forma                                                      7,841                 6,261                  6,432
----------------------------------------------------------------------------------------------------------------------------
Net income per share:
  Basic, as reported                                              $2.35                 $2.04                  $2.06
  Basic, pro forma                                                 2.14                  1.79                   1.77
----------------------------------------------------------------------------------------------------------------------------
  Diluted, as reported                                            $2.24                 $1.91                  $1.92
  Diluted, pro forma                                               2.03                  1.68                   1.65
</TABLE>

The above amounts  include the impact on net income and net income per share for
options granted during the years 1995 through 2000; such amounts would have been
substantially  different if options  granted  prior to 1995 had been included in
the computation.

The fair value of each option  grant is estimated on the date of grant using the
Black-Scholes   option-pricing   model  with  the   following   weighted-average
assumptions used for grants in the following years:

Assumptions:                    2000                1999                1998
-------------------------------------------- ------------------- ---------------
   Dividend yield               2.2%                2.0%                1.8%
   Volatility                  31.2%               46.7%               50.0%
   Risk free interest rate      6.2%                5.4%                5.0%
   Expected lives (years)       4.9                 7.2                 6.4

The 1996 Stock  Option Plan  provides  that either  incentive  stock  options or
nonstatutory  stock options may be granted to certain key employees or directors
to purchase authorized, but unissued, Common Stock of the Company. Shares may be
purchased  at a price not less than the fair  market  value of such stock on the
date of the grant.  Generally,  stock options  become  exercisable  40% one year
after  the date of grant  and 20% in each of the  following  three  years.  They
expire no later than ten years  after the date of the grant.  The Plan  provides
that outside directors will automatically receive a nonstatutory option covering
five thousand  shares  annually at an exercise price equal to 100% of the market
price of the  Common  Stock on the date of grant.  The 1996  Stock  Option  Plan
replaced the previous two plans which had similar provisions. If options granted
under the prior plans expire without being exercised,  the corresponding  common
shares shall become available for awards under the Plan.  During 2000, no shares
became available under this provision. The number of shares available for future
grants of options  under the 1996 Stock  Option Plan was 169 as of December  31,
2000.



<PAGE>


Activity under the stock plans is as follows:

                                                           Weighted
                                    Number                  Average
                                      of                   Exercise
Options                             Shares                   Price
----------------------------------------------------------------------------
Balances, December 31, 1997          527,157                  $12.03
  Granted                            428,950                   30.09
  Cancelled                         (198,230)                  35.25
  Exercised                          (41,233)                  13.87
----------------------------------------------------------------------------
Balances, December 31, 1998          716,644                   16.31
  Granted                            158,170                   27.93
  Cancelled                          (32,632)                  25.51
  Exercised                          (90,965)                   9.34
----------------------------------------------------------------------------
Balances, December 31, 1999          751,217                   19.21
----------------------------------------------------------------------------
  Granted                             93,186                   30.17
  Cancelled                          (26,258)                  26.25
  Exercised                         (155,978)                  10.12
----------------------------------------------------------------------------
Balances, December 31, 2000          662,167                  $22.62
============================================================================

The  weighted-average  fair value of options  granted during 2000, 1999 and 1998
was $9.05, $12.34 and $12.30, respectively.

The following table summarizes  options  outstanding and exercisable at December
31, 2000:
<PAGE>
<TABLE>
<CAPTION>

                                        Options Outstanding                                 Options Exercisable
                    --------------------------------------------------------------------------------------------------------
                               Number                       Weighted                       Number              Weighted
      Range of              Outstanding                     Average                     Exercisable             Average
      Exercise                 as of                Remaining       Exercise               as of               Exercise
       Prices            December 31, 2000            Life            Price          December 31, 2000           Price
----------------------------------------------------------------------------------------------------------------------------
<S>            <C>               <C>                  <C>             <C>                    <C>                  <C>
   $5.38-      $6.43             66,650               3.14            $5.94                  66,650               $5.94
    6.90-       9.31              8,810               3.86             7.68                   8,810                7.68
   11.50-      14.31             49,010               4.63             9.56                  49,010                9.56
   16.38-      19.94             59,920               5.51            16.98                  59,120               16.94
   22.69-      24.88             36,542               7.28            22.95                  34,408               22.91
   25.00-      26.56             66,250               6.64            25.38                  46,500               25.22
   26.69-      26.69            156,360               7.81            26.69                  91,648               26.69
   27.19-      27.50             49,452               8.26            27.33                  19,420               27.33
   27.63-      27.63             55,400               8.19            27.63                  22,160               27.63
   27.79-      36.06            113,773               9.36            30.32                   9,668               30.56
----------------------------------------------------------------------------------------------------------------------------
   $5.38-     $36.06            662,167               7.03           $22.62                 407,394              $19.10
============================================================================================================================
</TABLE>

Options  exercisable  as of December  31,  1999 were  453,799 and had a weighted
average  exercise price of $14.31.  Options  exercisable as of December 31, 1998
were 370,025 and had a weighted average exercise price of $9.38.

NOTE 14 - Commitments and Contingent Liabilities

In the normal course of business,  there are  outstanding  commitments,  such as
commitments  to extend  credit,  which  are not  reflected  in the  consolidated
financial statements. These commitments involve, to varying degrees, credit risk
in excess of the  amount  recognized  as  either  an asset or  liability  in the
consolidated  balance  sheet.  The Company  controls the credit risk through its
credit  approval  process.  The same credit policies are used when entering into
such commitments. Management does not anticipate any loss from such commitments.
Amounts  committed to extend credit under normal lending  agreements  aggregated
approximately  $201  million and $164  million  for  undisbursed  variable  loan
commitments and approximately $13 million and $5.6 million for commitments under
unused standby  letters of credit and other  guarantees at December 31, 2000 and
1999, respectively.

The Bank utilizes various  financial  instruments with off balance sheet risk to
reduce  its  exposure  to  fluctuations  in  interest  rates.   These  financial
instruments involve, to varying degrees, credit and interest rate risk in excess
of the amount  recognized  as either an asset or liability  in the  statement of
financial position.

The credit risk is the  possibility  that a loss may occur  because a party to a
transaction  fails to perform  according to the terms of the contract.  Interest
rate risk is the  possibility  that future changes in market prices will cause a
financial  instrument to be less valuable or more onerous.  The Bank attempts to
control  the credit  risk  arising  from these  instruments  through  its credit
approval  process  and  through the use of risk  control  limits and  monitoring
procedures. Interest rate risk is managed by various asset and liability methods
including the utilization of interest rate hedging vehicles.

During 2000 the Company executed supplemental  compensation agreements providing
nonqualified  defined  benefit  retirement  income for the directors and certain
executive  officers  of the  Company.  In  connection  with  establishing  these
agreements,  the Company also purchased  single premium life insurance  policies
for each  participant.  Generally,  the defined  benefit for  retirement was 50%
vested at the date of the agreements and 10% for each year thereafter. For those
directors for which mandatory retirement (age 70) was within five years, vesting
was in equal periods until retirement. The agreements provide that each director
will  receive  $22.5  annually  (adjusted  annually  by 2%) over their  lifetime
commencing on the third anniversary subsequent to their retirement. The range of
defined  lifetime  benefit  for the  participating  executives  is $72.5 to $182
(adjusted  annually  by 2%);  retirement  is at age 65.  If an  executive  shall
voluntarily  resign prior to being 100% vested,  the executive shall forfeit all
rights and benefits under the agreement.  At the participant's death, 80% of the
difference between the insurance life benefit and the then cash surrender value,
will be paid to the  participant's  heirs.  The total  amount  accrued for these
agreements was $215 during 2000.

The Company also assumed a nonqualified defined contribution retirement plan for
the benefit of the  directors  and certain  executive  officers of Saratoga.  In
connection  with this plan,  Saratoga  purchased  single  premium life insurance
policies for each  participant.  At the time of the  acquisition of Saratoga the
estimated  net present  value of the lifetime  benefit of each  participant  was
accrued by the Company in the amount of $1.4  million.  During  1999,  the total
amount expensed for this plan was $231.

The cash surrender  value of life insurance  purchased under these plans totaled
approximately $15 million as of December 31, 2000. Of this amount,  $9.3 million
related to the Company's plan and $5.7 million related to the Saratoga plan.

The Company is obligated under its lease  agreements for 95 South Market Street,
San Jose, 50 Oak Court, Danville and 15405 Los Gatos Boulevard,  Los Gatos under
noncancelable  operating  leases through  September  2004,  June 2004, and March
2003,  respectively.  The leases are  subject to periodic  adjustments  based on
changes in the CPI. The following table shows future minimum  payments under the
leases as of December 31, 2000:

Years Ending December 31,
------------------------------------------ ------------------
(in thousands)
2001                                              $405
2002                                               409
2003                                               342
2004                                               220
------------------------------------------ ------------------
Total minimum lease payments                    $1,376
========================================== ==================

Total  minimum  lease  payments to be  received  under  noncancelable  operating
subleases at December 31, 2001 were  approximately  $712; these payments are not
reflected in the above table.  Total rent expense was $434,  $583,  and $520 for
the years ended December 31, 2000, 1999 and 1998, respectively.

There is ordinary routine litigation  incidental to the business pending against
the Company but, in the opinion of management, liabilities (if any) arising from
such claims  will not have a material  effect  upon the  consolidated  financial
statements of the Company.

NOTE 15 - Fair Value of Financial Instruments

SFAS No. 107, "Disclosures about Fair Value of Financial  Instruments," requires
disclosure  of estimated  fair values for the Company's  financial  instruments.
Fair value estimates, methods and assumptions, set forth below for the Company's
financial  instruments,  are made solely to comply with the requirements of SFAS
No.  107 and  should  be read in  conjunction  with the  consolidated  financial
statements and notes thereto in this Annual Report.

Fair values are based on  estimates or  calculations  at the  transaction  level
using present value  techniques in instances  where quoted market prices are not
available. Because broadly traded markets do not exist for most of the Company's
financial  instruments,  the fair value calculations  attempt to incorporate the
effect of current  market  conditions at a specific  time.  Fair  valuations are
management's  estimates of the values,  and they are often  calculated  based on
current  pricing  policy,   the  economic  and  competitive   environment,   the
characteristics  of the financial  instruments,  and other such  factors.  These
calculations  are  subjective in nature,  involve  uncertainties  and matters of
significant  judgment  and do not  include  tax  ramifications;  therefore,  the
results  cannot be determined  with  precision,  substantiated  by comparison to
independent  markets  and may not be  realized  in an actual  sale or  immediate
settlement of the  instruments.  The fair valuations have not been updated since
year end;  therefore,  the valuations may have changed  significantly since that
point in time.

The Company has not included certain  material items in its disclosure,  such as
the value of the long-term  relationships  with the Company's deposit customers,
since these  intangibles  are not financial  instruments.  There may be inherent
weaknesses  in  any  calculation  technique,   and  changes  in  the  underlying
assumptions used,  including  discount rates and estimates of future cash flows,
could significantly  affect the results.  For all these reasons, the aggregation
of the fair value calculations presented herein do not represent, and should not
be construed to represent, the underlying value of the Company.

The following table presents a summary of the Company's  financial  instruments,
as defined by SFAS No. 107 as of December 31, 2000 and 1999:
<TABLE>
<CAPTION>

Fair Value of Financial Instruments
(dollars in thousands)                                                       2000                          1999
-----------------------------------------------------------------------------------------------------------------------------
                                                                   Carrying         Fair         Carrying         Fair
Financial assets                                                     Value          Value          Value          Value
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>            <C>            <C>            <C>
Cash and due from banks (including federal funds sold)               $28,670        $28,674        $27,980        $27,980
Money market investments                                              38,475         38,486          5,651          5,655
Investment securities                                                128,787        128,806        113,074        111,586
Loans and leases, net                                                455,921        463,883        396,906        397,476
Accrued interest receivable                                            3,968          3,968          3,202          3,202

Financial liabilities
-----------------------------------------------------------------------------------------------------------------------------
Deposits                                                             585,343        585,982        473,733        474,250
Federal funds purchased, securities sold under
  repurchase agreements, FHLB advances and other borrowings           32,039         33,219         33,525         34,633

Off balance sheet Financial Instruments
-----------------------------------------------------------------------------------------------------------------------------
Interest rate swap contract purchased                                   ----            501           ----           ----
</TABLE>

The  methodology  and  assumptions  utilized to  estimate  the fair value of the
Company's financial  instruments,  not previously discussed above, are described
below:

Financial  instruments  with fair  value  approximate  to  carrying  value - The
carrying  value of cash and due from banks,  money market  investments,  accrued
interest  receivable,  non-interest-bearing  demand  accounts,  interest-bearing
demand,  money market and savings deposit accounts,  accrued interest receivable
and  expense  approximates  fair  value  due to the  short-term  nature of these
financial instruments.

Investment  securities - The  estimated  fair values of  securities  by type are
based on quoted market prices when available.

Loans and leases - The  carrying  amount of loans and leases is net of  unearned
fee  income  and the  reserve  for loan and  lease  losses.  The fair  valuation
calculation  process  differentiates  loans and leases based on their  financial
characteristics, such as product classification, loan category, pricing features
and  remaining  maturity.  Prepayment  estimates  are  evaluated  by product and
respective  interest rate. Discount rates presented in the paragraphs below have
a wide range due to the Company's mix of fixed and variable rate products.

The fair value of loans and leases is calculated by discounting contractual cash
flows using discount rates that reflect the Company's  current pricing for loans
and leases with similar  characteristics  and  remaining  maturity.  Most of the
discount  rates  applied to these loans were  between 8.2% and 10.6% at December
31, 2000.

Additionally,  the allowance  for loan and lease losses was applied  against the
estimated  fair  value of loans  and  leases to  recognize  future  defaults  of
contractual cash flows.

Fair value for nonperforming loans and leases is based on discounting  estimated
cash flows using a rate commensurate with the risk associated with the estimated
cash flows, or underlying collateral values, where appropriate.

Deposits - The fair value of  certificates of deposit and other time deposits is
calculated based on the discounted value of contractual cash flows. The discount
rate is  estimated  using the rates  currently  offered for like  deposits  with
similar remaining maturities.

Other  borrowings  - A  reasonable  estimate of the fair value of federal  funds
purchased is the carrying amount because of the relatively  short period of time
between the origination of the instrument and its expected maturity.

The fair value of the Company's  securities sold under repurchase  agreements is
calculated based on the discounted value of contractual cash flows. The discount
rate is estimated using the rates currently  offered for such  instruments  with
similar remaining maturities.

Commitment  to extend  credit - The  majority of the  Company's  commitments  to
extend credit carry variable and current  market  interest rates if converted to
loans or leases.  Because these commitments are generally unassignable by either
the  Company  or the  borrower,  they only  have  value to the  Company  and the
borrower.  The  estimated  fair value  approximates  the  recorded  deferred fee
amounts and is excluded from the table.

Derivative  financial  instruments - The fair value of the derivative  financial
instruments  generally  reflects the estimated amounts the Company would receive
based upon dealer quotes, to terminate such agreements at the reporting date.



<PAGE>


NOTE 16 - SJNB Financial Corp.
(Parent Company Only)

The following  are the financial  statements  of SJNB  Financial  Corp.  (parent
company only):

--------------------------------------------------------------------------------
Balance Sheets
December 31, 2000 and 1999
(dollars in thousands)                                   2000          1999
--------------------------------------------------------------------------------
Assets
Cash and equivalents                                      $1,085        $1,847
Real estate loans                                           ----           123
Investment in the Bank                                    61,686        50,898
Other assets                                                 812           351
--------------------------------------------------------------------------------
     Total assets                                        $63,583       $53,219
================================================================================
Liabilities and Shareholders' Equity
Total liabilities-Accounts payable                          ----          ----
--------------------------------------------------------------------------------
Common stock                                             $22,845       $20,769
Retained earnings                                         40,221        33,942
Accumulated other comprehensive income (losses)              517        (1,492)
--------------------------------------------------------------------------------
     Total shareholders' equity                           63,583        53,219
--------------------------------------------------------------------------------
     Total liabilities and shareholders' equity          $63,583       $53,219
================================================================================

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------------------
Statements of Income
Years Ended December 31, 2000, 1999 and 1998
(dollars in thousands)                                                               2000          1999           1998
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>         <C>            <C>
Cash dividend received from Bank                                                      $500        $4,979         $4,470
Interest income and fees on loans                                                       60            30             79
Other expense                                                                         (314)         (280)          (222)
----------------------------------------------------------------------------------------------------------------------------
Income before taxes                                                                    246         4,729          4,327
Income tax benefit                                                                     101            97             58
----------------------------------------------------------------------------------------------------------------------------
Income before undistributed income of the Bank                                         347         4,826          4,385
Equity in undistributed income of the Bank                                           8,277         2,291          3,104
----------------------------------------------------------------------------------------------------------------------------
Net income                                                                          $8,624        $7,117         $7,489
============================================================================================================================
</TABLE>

<TABLE>
<CAPTION>


----------------------------------------------------------------------------------------------------------------------------
Statements of Cash Flows
Years Ended December 31, 2000, 1999 and 1998
(dollars in thousands)                                                           2000            1999            1998
----------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
<S>                                                                              <C>             <C>             <C>
  Net income                                                                     $8,624          $7,117          $7,489
    Adjustments to reconcile net income to net cash
      (used in) provided by operating activities:
        Increase in other assets                                                   (444)           (439)           (609)
        (Decrease) increase in other liabilities                                   ----             (98)            631
        Equity in undistributed income of the Bank                               (8,277)         (2,291)         (3,104)
----------------------------------------------------------------------------------------------------------------------------
          Net cash (used in) provided by operating activities                       (97)          4,289           4,407
----------------------------------------------------------------------------------------------------------------------------
  Cash flows from investing activities:
    Decrease in loans, net                                                          123             413             124
    Cash dividend                                                                (2,345)         (1,649)         (1,666)
    Common stock repurchased                                                       ----          (3,911)         (3,742)
    Stock options exercised                                                       1,557           2,649             572
----------------------------------------------------------------------------------------------------------------------------
          Net cash used in investing activities                                    (665)         (2,498)         (4,712)
----------------------------------------------------------------------------------------------------------------------------
  Net (decrease) increase in cash and equivalents                                  (762)          1,791            (305)
  Cash and equivalents at beginning of year                                       1,847              56             361
----------------------------------------------------------------------------------------------------------------------------
  Cash and equivalents at end of year                                            $1,085          $1,847             $56
============================================================================================================================
Noncash transaction:
  Contribution of stock used in the acquisition of
    Epic Funding Corp.                                                             ----            ----            $501
                                                                           =================================================
</TABLE>

NOTE 17 - Regulatory Matters

The Federal  Reserve  Board,  the  Comptroller of the Currency and the FDIC have
issued   substantially   similar  risk-based  and  leverage  capital  guidelines
applicable to United States banking organizations. In addition, those regulatory
agencies  may from time to time  require  that a banking  organization  maintain
capital above the minimum levels,  whether because of its financial condition or
actual or anticipated growth.

The  Federal  Reserve  Board  risk-based  guidelines  define a two-tier  capital
framework.   Tier  1  capital  consists  of  common  and  qualifying   preferred
shareholders'  equity,  less certain  intangibles and other adjustments.  Tier 2
capital  consists of subordinated  and other  qualifying debt, and the allowance
for loan and lease losses up to 1.25% of risk weighted assets. The total of Tier
1  and  Tier  2  capital,  less  investments  in  unconsolidated   subsidiaries,
represents  qualifying total capital, at least 50% of which must consist of Tier
1 capital. Risk-based capital ratios are calculated by dividing Tier 1 and total
capital by  risk-weighted  assets.  Assets and off balance  sheet  exposures are
assigned to one of four categories of risk-weights,  based primarily on relative
credit risk.  The minimum Tier 1 risk-based  capital ratio is 4% and the minimum
total  risk-based  capital ratio is 8%. The leverage capital ratio is determined
by dividing Tier 1 capital by adjusted average total assets. Although the stated
minimum leverage capital ratio is 3%, most banking organizations are required to
maintain  leverage  capital ratios of at least 100 to 200 basis points above the
3%.



<PAGE>


The table below  summarizes the Tier 1 and total  risk-based  capital ratios and
leverage capital ratios of the Company and the Bank as of December 31:
<TABLE>
<CAPTION>

Risk-based and Leverage Capital Ratios
(dollars in thousands)
                                                                            2000                            1999
                                                              -----------------------------------------------------------------
Company-Risk-based                                                  Amount           Ratio         Amount          Ratio
------------------
                                                              -----------------------------------------------------------------
<S>                                                                  <C>           <C>              <C>           <C>
Tier 1 capital                                                       $60,115       11.04%           $50,371       11.08%
Tier 1 capital minimum requirement                                    21,779        4.00             18,177        4.00
                                                              -----------------------------------------------------------------
  Excess                                                             $38,336        7.04%           $32,194        7.08%
                                                              =================================================================
Total capital                                                        $66,928       12.29%           $56,060       12.34%
Total capital minimum requirement                                     43,559        8.00             36,354        8.00
                                                              -----------------------------------------------------------------
  Excess                                                             $23,369        4.29%           $19,706        4.34%
                                                              =================================================================
Risk-adjusted assets                                                $544,485                       $454,429
                                                              ===================              ================

Company-Leverage
Tier 1 capital                                                       $60,115        8.94%           $50,371        8.88%
Minimum leverage ratio requirement                                    26,902        4.00             22,685        4.00
                                                              -----------------------------------------------------------------
  Excess                                                             $33,213        4.94%           $27,686        4.88%
                                                              =================================================================
Average total assets                                                $672,555                       $567,130
                                                              ===================              ================

Bank-Risk-based
Tier 1 capital                                                       $58,217       10.75%           $48,050       10.57%
Tier 1 capital minimum requirement                                    21,667        4.00             18,180        4.00
                                                              -----------------------------------------------------------------
  Excess                                                             $36,550        6.75%           $29,870        6.57%
                                                              =================================================================
Total capital                                                        $64,995       12.00%           $53,740       11.82%
Total capital minimum requirement                                     43,334        8.00             36,360        8.00
                                                              -----------------------------------------------------------------
  Excess                                                             $21,661        4.00%           $17,380        3.82%
                                                              =================================================================
Risk-adjusted assets                                                $541,671                       $454,503
                                                              ===================              ================

Bank-Leverage
Tier 1 capital                                                       $58,217        8.66%           $48,050        8.47%
Minimum leverage ratio requirement                                    26,879        4.00             22,679        4.00
                                                              -----------------------------------------------------------------
  Excess                                                             $31,338        4.66%           $25,371        4.47%
                                                              =================================================================
Average total assets                                                $671,976                       $566,978
                                                              ===================              ================
</TABLE>

The Federal Deposit  Insurance  Corporation  Improvement Act of 1991 ("FDICIA"),
among other things,  identifies five capital  categories for insured  depository
institutions  (well  capitalized,   adequately  capitalized,   undercapitalized,
significantly undercapitalized and critically undercapitalized) and requires the
respective  Federal  regulatory   agencies  to  implement  systems  for  "prompt
corrective action" for insured depository  institutions that do not meet minimum
capital requirements within such categories.  FDICIA imposes  progressively more
restrictive  constraints  on operations,  management and capital  distributions,
depending on the category in which an institution is classified. Failure to meet
the  capital  guidelines  could also  subject a banking  institution  to capital
raising  requirements.   An  "undercapitalized"  bank  must  develop  a  capital
restoration  plan and its  parent  holding  company  must  guarantee  the bank's
compliance  with the plan. The liability of the parent holding company under any
such  guarantee is limited to the lesser of 5% of the bank's  assets at the time
it became  "undercapitalized"  or the  amount  needed  to comply  with the plan.
Furthermore,  in the event of the bankruptcy of the parent holding company, such
guarantee would take priority over the parent's general unsecured creditors.

The various regulatory agencies have adopted  substantially  similar regulations
that define the five capital  categories  identified by FDICIA,  using the total
risk-based capital, Tier 1 risk-based capital and leverage capital ratios as the
relevant  capital  measures.  Such  regulations  establish  various  degrees  of
corrective   action   to  be   taken   when   an   institution   is   considered
undercapitalized.  Under the regulations,  a "well capitalized" institution must
have a Tier 1 capital  ratio of at least 6%, a total  capital  ratio of at least
10% and a  leverage  ratio  of at  least  5% and  not be  subject  to a  capital
directive  order.  An "adequately  capitalized"  institution  must have a Tier 1
capital ratio of at least 4%, or 3% in some cases.  Under these guidelines,  the
Company and the Bank were considered  well  capitalized at December 31, 2000 and
1999.

Banking  agencies  consider   concentrations  of  credit  risk  and  risks  from
non-traditional  activities, as well as an institution's ability to manage those
risks,  when  determining  the  adequacy  of  an  institution's   capital.  This
evaluation  is made as part of the  institution's  regular  safety and soundness
examination.  Banking  agencies  also  consider  interest  rate  risk  (when the
interest  rate  sensitivity  of an  institution's  assets  does  not  match  the
sensitivity of its  liabilities or its off balance sheet position) in evaluating
a bank's  capital  adequacy.  Banking  agencies have adopted a  methodology  for
evaluating  interest rate risk.  After gaining  experience with this measurement
process,  such banking agencies may propose further  regulations to establish an
explicit risk-based capital charge for interest rate risk.

The ability of the Company to pay dividends  largely  depends upon the dividends
paid to it by the Bank.  There are legal  limitations on the ability of the Bank
to provide  funds to the Company in the form of loans,  advances  or  dividends.
Under national banking law, without the prior approval of the Comptroller of the
Currency,  the Bank may not declare  dividends in any calendar  year that exceed
the Bank's net profits for that year,  as defined by statute,  combined with its
net retained  profits,  as defined,  for the preceding two years. As of December
31, 2000,  the Bank may initiate  dividend  payments  without  prior  regulatory
approval of up to $16 million.


<PAGE>


                                     PART IV



ITEM 14:  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a) 1.    All Financial Statements

See Index to Financial Statements on 1 hereof.

(a) 2.    Financial statement schedules required.  None.  (Information included
          in Financial Statements).

(a) 3.    Exhibits

         The following exhibits are filed as part of this report:

              Exhibit Number


(2)a.     Agreement  and   Plan  of  Merger  by   and  among   the   Registrant,
          Saratoga  Bancorp and Saratoga  National Bank,  dated as of August 27,
          1999,  is hereby  incorporated  by  reference  to  Exhibit  2.1 of the
          Registrant's  Registration  Statement  on Form S-4 as filed on October
          14, 1999, under Registration No. 333-89013.

(3)(i).   The  Registrant's   restated  Articles  of  Incorporation  are  hereby
          incorporated  by reference  from  Exhibit (3) (i) of the  Registrant's
          Quarterly  Report on Form 10-Q for the quarterly period ended June 30,
          1999.

(3)(ii).  The   Registrant's  Restated   Bylaws  as  of  February  23,  2000 are
          hereby incorporated by reference to Exhibit 3 (ii) of the Registrant's
          Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          1999.


*(10)a.   The   Registrant's   1992   Employee   Stock  Option  Plan  is  hereby
          incorporated  by  reference  from  Exhibit  4.1  of  the  Registrant's
          Registration  Statement  on Form S-8, as filed on  September  4, 1992,
          under Registration No. 33-51740.

*(10)b.   Amendment  No. 1  to   the  1992   Employee   Stock   Option  Plan  is
          hereby   incorporated   by   reference  to  Exhibit  (10)  b.  of  the
          Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
          December 31, 1998.


*(10) c.  The   form   of   Incentive  Stock   Option  Agreement  being utilized
          under the 1992 Employee  Stock Option Plan is hereby  incorporated  by
          reference from Exhibit 4.2 of the Registrant's  Registration Statement
          on Form S-8, as filed on September  4, 1992,  under  Registration  No.
          33-51740.

*(10)d.   The   form   of   Stock Option  Agreement  being   utilized  under the
          1992 Employee  Stock Option Plan is hereby  incorporated  by reference
          from Exhibit 4.3 of the  Registrant's  Registration  Statement on Form
          S-8, as filed on September 4, 1992, under Registration No. 33-51740.

*(10)e.   The    Registrant's    Amended  1996 Stock  Option   Plan   is  hereby
          incorporated by reference to Exhibit 99.1 of the Registrant's Form S-8
          filed June 15, 1999, under Registration No. 333-80683

*(10)f.   The   form   of   Nonstatutory  Stock   Option  Agreement for  outside
          Directors  being  utilized under the Amended 1996 Stock Option Plan is
          hereby   incorporated   by   reference  to  Exhibit  (10)  f.  of  the
          Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
          December 31, 1998.

*(10)g.   The  form   of   Nonstatutory   Stock Option   Agreement for Employees
          being  utilized  under the  Amended  1996 Stock  Option Plan is hereby
          incorporated  by  reference  to  Exhibit  (10) g. of the  Registrant's
          Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          1998.

*(10)h.   The  form   of   Incentive  Stock   Option  Agreement   being utilized
          under the Amended  1996 Stock  Option Plan is hereby  incorporated  by
          reference to Exhibit (10) h. of the Registrant's Annual Report on Form
          10-K for the fiscal year ended December 31, 1998.

*(10)i.   The  Saratoga  Bancorp    1982    Stock    Option  Plan   is    hereby
          incorporated  by  reference  to  Exhibit  (10) i. of the  Registrant's
          Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          1999.

*(10)j.   The    Saratoga    Bancorp    1994   Stock  Option  Plan  (Amended) is
          hereby   incorporated   by   reference  to  Exhibit  (10)  j.  of  the
          Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
          December 31, 1999.

*(10)k.   Forms   of    Incentive    Stock    Option   Agreement,  Non-Statutory
          Stock Option  Agreement and  Non-Statutory  Stock Option Agreement for
          Outside Directors is hereby  incorporated by reference to Exhibit (10)
          k. of the Registrant's  Annual Report on Form 10-K for the fiscal year
          ended December 31, 1999.

*(10)l.   Agreement   between   James  R.  Kenny  and  SJNB  Financial Corp. and
          San Jose National Bank dated March 27, 1996 is hereby  incorporated by
          reference to Exhibit (10) m. of the  Registrant's  Quarterly Report on
          Form 10-QSB for the quarterly period ended March 31, 1996.

*(10)m.   Amendment   No.  1   To    Employment    Agreement  between   James R.
          Kenny  and SJNB  Financial  Corp.  and San Jose  National  Bank  dated
          October 6, 2000.

*(10)n.   Agreement    between    Eugene   E.  Blakeslee   and   SJNB  Financial
          Corp.  and San Jose  National  Bank  dated  March  27,  1996 is hereby
          incorporated  by  reference  to  Exhibit  (10) n. of the  Registrant's
          Quarterly Report on Form 10-Q for the quarterly period ended March 31,
          1996.

*(10)o.   Amendment   No. 1   To   Employment    Agreement  between    Eugene E.
          Blakeslee and SJNB  Financial  Corp.  and San Jose National Bank dated
          October 6, 2000.

(10)p.    Sublease  dated   April   5, 1982,   for   premises at 95 South Market
          Street,  San Jose, CA is hereby  incorporated  by reference to Exhibit
          (10) n. of the  Registrant's  Annual  Report  on Form  10-KSB  for the
          fiscal year ended December 31, 1994.

(10)q.    Sublease   by   and  between  McWhorter's  Stationary  and   San  Jose
          National Bank, dated July 6, 1995, and as amended August 11, 1995, and
          September 21, 1995, for premises at 95 South Market Street,  San Jose,
          CA is hereby  incorporated  by  reference  to  Exhibit  (10) o. of the
          Registrant's  Quarterly Report on Form 10-QSB for the quarterly period
          ended September 30, 1995.

(10)r.    Agreement  of  Purchase   and   Sale dated   July 27, 1988   for 12000
          Saratoga-Sunnyvale  Road,  Saratoga,  CA  is  hereby  incorporated  by
          reference to Exhibit (10) p. of the Registrant's Annual Report on Form
          10-K for the fiscal year ended December 31, 1999.

*(10)s.   Form   of   Director   Supplemental  Compensation    Agreement   dated
          September 24, 1998 between Saratoga  National Bank and Robert G. Egan,
          John F.  Lynch  III and V.  Ronald  Mancuso,  respectively,  is hereby
          incorporated  by  reference  to  Exhibit  (10) q. of the  Registrant's
          Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          1999.

*(10)t.   Form   of   Director   Life   Insurance   Endorsement   Method   Split
          Dollar  Plan  Agreement  dated  September  24, 1998  between  Saratoga
          National  Bank and  Robert G. Egan,  John F.  Lynch III and V.  Ronald
          Mancuso,  respectively, is hereby incorporated by reference to Exhibit
          (10) r. of the Registrant's  Annual Report on Form 10-K for the fiscal
          year ended December 31, 1999.

*(10)u.   Form    of    Director    Surrogate     Supplemental      Compensation
          Agreement dated September 24, 1998 between Saratoga  National Bank and
          Victor E.  Aboukhater  and  William D. Kron,  respectively,  is hereby
          incorporated  by  reference  to  Exhibit  (10) s. of the  Registrant's
          Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          1999.

*(10)v.   Form   of   Director   Surrogate   Life  Insurance  Endorsement Method
          Split Dollar Plan Agreement dated September 24, 1998 between  Saratoga
          National  Bank  and  Victor  E.   Aboukhater   and  William  D.  Kron,
          respectively,  is hereby  incorporated by reference to Exhibit (10) t.
          of the  Registrant's  Annual  Report on Form 10-K for the fiscal  year
          ended December 31, 1999.

*(10)w.   Form   of   Officer   Supplemental    Compensation    Agreement  dated
          September 24, 1998 between Saratoga National Bank and Earl Lanna, Mary
          Rourke,   Sandra   Swenson,   Barbara   Resop  and   Cathe   Franklin,
          respectively,  is hereby  incorporated by reference to Exhibit (10) u.
          of the  Registrant's  Annual  Report on Form 10-K for the fiscal  year
          ended December 31, 1999.

*(10)x.   Form    of   Officer  Life   Insurance    Endorsement   Method   Split
          Dollar  Plan  Agreement  dated  September  24, 1998  between  Saratoga
          National Bank and Earl Lanna,  Mary Rourke,  Sandra  Swenson,  Barbara
          Resop and Cathe  Franklin,  respectively,  is hereby  incorporated  by
          reference to Exhibit (10) v. of the Registrant's Annual Report on Form
          10-K for the fiscal year ended December 31, 1999.

*(10)y.   Richard    L.    Mount    Executive     Supplemental     Compensation
          Agreement dated September 24, 1998 is hereby incorporated by reference
          to Exhibit (10) w. of the Registrant's  Annual Report on Form 10-K for
          the fiscal year ended December 31, 1999.

*(10)z.   Richard   L.   Mount   Life   Insurance   Endorsement   Method   Split
          Dollar Plan Agreement dated September 24, 1998 is hereby  incorporated
          by reference to Exhibit (10) x. of the  Registrant's  Annual Report on
          Form 10-K for the fiscal year ended December 31, 1999.

*(10)aa.  Richard   L.   Mount   Executive   Benefits   Agreement dated June 18,
          1999 is hereby  incorporated  by  reference  to Exhibit (10) y. of the
          Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
          December 31, 1999.

*(10)ab.  Form   of   Executive  Supplemental   Compensation   Agreement   dated
          June 1, 2000 between San Jose National Bank and James R. Kenny, Eugene
          E. Blakeslee,  Frederic A. Charpiot,  Margo Culcasi and Judith Doering
          Nielsen,  respectively, is hereby incorporated by reference to Exhibit
          (10) z. of the  Registrant's  Quarterly  Report  on Form  10-Q for the
          quarter ended June 30, 2000.

*(10)ac.  Form   of   Endorsement   Method   Split   Dollar Plan Agreement dated
          August 1, 2000  between  San Jose  National  Bank and James R.  Kenny,
          Eugene E.  Blakeslee,  Frederic A. Charpiot,  Margo Culcasi and Judith
          Doering Nielsen,  respectively, is hereby incorporated by reference to
          Exhibit (10) aa. of the Registrant's Quarterly Report on Form 10-Q for
          the quarter ended June 30, 2000.

*(10)ad.  Form   of   Endorsement   Method   Split   Dollar Plan Agreement dated
          August  1,  2000  between  San Jose  National  Bank and each of Ray S.
          Akamine,  Robert A. Archer, Albert V. Bruno, Rod Diridon, Sr., F. Jack
          Gorry,  Arthur K. Lund,  Richard L. Mount,  Louis Oneal, Diane Rubino,
          and  Gary  S.  Vandeweghe  and  Douglas  L.  Shen,  D.D.S.  is  hereby
          incorporated  by  reference  to Exhibit  (10) ab. of the  Registrant's
          Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.

*(10)ae.  Form   of   Director   Supplemental    Compensation    Agreement dated
          June 1, 2000 between San Jose National Bank and Ray S. Akamine, Robert
          A. Archer,  Albert V. Bruno, Rod Diridon, Sr., Robert G. Egan, F. Jack
          Gorry,  Arthur K. Lund, V. Ronald Mancuso,  D.D.S.,  Richard L. Mount,
          Louis Oneal, Diane Rubino, and Gary S. Vandeweghe and Douglas L. Shen,
          D.D.S..,  respectively, is hereby incorporated by reference to Exhibit
          (10) ae.  of the  Registrant's  Quarterly  Report on Form 10-Q for the
          quarter ended September 30, 2000.

22        Subsidiary   of  the Registrant is hereby incorporated by reference to
          Exhibit  22 of the  Registrant's  Annual R eport on Form  10-K for the
          year ended December 31, 2000.

23        Consent of KPMG LLP

* Indicates management contract or compensation plan or arrangement.


(b)  Reports on Form 8-K

         None.



<PAGE>



                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this amendment to be signed on its
behalf by the undersigned, thereunto duly authorized.

Date:  April 24, 2001                        SJNB Financial Corp.

By:   S/J.R. Kenny                           By:  S/E.E. Blakeslee
   --------------------------                  -------------------------------
     James R. Kenny                              Eugene E. Blakeslee
     President and                               Executive Vice President and
     Chief Executive Officer                     Chief Financial Officer

Pursuant  to the  requirements  of the  Securities  Exchange  Act of 1934,  this
amendment  has been  signed  below by the  following  persons  on  behalf of the
Registrant and in the capacities and on the dates indicated.

S/J.R. Kenny
-----------------------------------------
James R. Kenny
President, Chief Executive Officer
and Director
(Principal Executive Officer)
April 24, 2001
S/E.E. Blakeslee
-----------------------------------------
Eugene E. Blakeslee
Executive Vice President and
Chief Financial Officer and
Chief Accounting Officer
(Principal Financial Officer and
Principal Accounting Officer
April 24, 2001

S/V. E. Aboukhater
-----------------------------------------
Victor E. Aboukhater, Director
April 24, 2001
S/R.S. Akamine
-----------------------------------------
Ray S. Akamine, Director
April 24, 2001
S/R.A. Archer
-----------------------------------------
Robert A. Archer
Chairman and Director
April 24, 2001
S/A.V. Bruno
-----------------------------------------
Albert V. Bruno, Director
April 24, 2001
S/R. Diridon, Sr.
-----------------------------------------
Rod Diridon, Sr., Director
April 24, 2001
S/R. G. Egan
-----------------------------------------
Robert G. Egan, Director
April 24, 2001
S/F.J. Gorry
-----------------------------------------
F. Jack Gorry, Director
April 24, 2001
S/W. D. Kron
-----------------------------------------
William D. Kron, Director
April 24, 2001
S/A.K. Lund
-----------------------------------------
Arthur K. Lund, Director
April 24, 2001
S/V. R. Mancuso, D.D.S.
-----------------------------------------
V. Ronald Mancuso, D.D.S., Director
April 24, 2001
S/R. L. Mount
-----------------------------------------
Richard L. Mount, Director
April 24, 2001
S/L. Oneal
-----------------------------------------
Louis Oneal, Director
April 24, 2001
<PAGE>

S/D. Rubino
-----------------------------------------
Diane Rubino, Director
April 24, 2001
S/D.L. Shen
-----------------------------------------
Douglas L. Shen, Director
April 24, 2001
S/G.S. Vandeweghe
-----------------------------------------
Gary S. Vandeweghe, Director
April 24, 2001





<PAGE>


SJNB Financial Corp.

                                    Form 10-K

                                    Exhibits

                                December 31, 2000

The following exhibits are filed as part of this report:


(2)a.     Agreement    and   Plan   of   Merger  by and  among  the  Registrant,
          Saratoga  Bancorp and Saratoga  National Bank,  dated as of August 27,
          1999,  is hereby  incorporated  by  reference  to  Exhibit  2.1 of the
          Registrant's  Registration  Statement  on Form S-4 as filed on October
          14, 1999, under Registration No. 333-89013.

(3)(i).   The    Registrant's    restated    Articles   of    Incorporation  are
          hereby   incorporated  by  reference  from  Exhibit  (3)  (i)  of  the
          Registrant's  Quarterly  Report on Form 10-Q for the quarterly  period
          ended June 30, 1999.

(3)(ii).  The   Registrant's   Restated   Bylaws   as   of February 23, 2000 are
          hereby incorporated by reference to Exhibit 3 (ii) of the Registrant's
          Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          1999.

*(10)a.   The    Registrant's    1992   Employee    Stock  Option Plan is hereby
          incorporated  by  reference  from  Exhibit  4.1  of  the  Registrant's
          Registration  Statement  on Form S-8, as filed on  September  4, 1992,
          under Registration No. 33-51740.

*(10)b.   Amendment    No. 1   to   the  1992  Employee    Stock Option  Plan is
          hereby   incorporated   by   reference  to  Exhibit  (10)  b.  of  the
          Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
          December 31, 1998.

*(10)c.   The   form   of   Incentive  Stock   Option  Agreement  being utilized
          under the 1992 Employee  Stock Option Plan is hereby  incorporated  by
          reference from Exhibit 4.2 of the Registrant's  Registration Statement
          on Form S-8, as filed on September  4, 1992,  under  Registration  No.
          33-51740.

*(10)d.   The   form   of   Stock   Option  Agreement  being  utilized under the
          1992 Employee  Stock Option Plan is hereby  incorporated  by reference
          from Exhibit 4.3 of the  Registrant's  Registration  Statement on Form
          S-8, as filed on September 4, 1992, under Registration No. 33-51740.

*(10)e.   The    Registrant's    Amended  1996   Stock  Option   Plan  is hereby
          incorporated by reference to Exhibit 99.1 of the Registrant's Form S-8
          filed June 15, 1999, under Registration No. 333-80683

*(10)f.   The   form of   Nonstatutory  Stock   Option  Agreement   for  outside
          Directors  being  utilized under the Amended 1996 Stock Option Plan is
          hereby   incorporated   by   reference  to  Exhibit  (10)  f.  of  the
          Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
          December 31, 1998.

*(10)g.   The   form   of   Nonstatutory   Stock  Option Agreement for Employees
          being  utilized  under the  Amended  1996 Stock  Option Plan is hereby
          incorporated  by  reference  to  Exhibit  (10) g. of the  Registrant's
          Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          1998.

*(10)h.   The   form   of   Incentive  Stock   Option  Agreement  being utilized
          under the Amended  1996 Stock  Option Plan is hereby  incorporated  by
          reference to Exhibit (10) h. of the Registrant's Annual Report on Form
          10-K for the fiscal year ended December 31, 1998.

*(10)i.   The  Saratoga  Bancorp   1982   Stock    Option    Plan   is    hereby
          incorporated  by  reference  to  Exhibit  (10) i. of the  Registrant's
          Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          1999.

*(10)j.   The   Saratoga   Bancorp   1994   Stock  Option   Plan   (Amended)  is
          hereby   incorporated   by   reference  to  Exhibit  (10)  j.  of  the
          Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
          December 31, 1999.

*(10)k.   Forms   of    Incentive    Stock    Option   Agreement,  Non-Statutory
          Stock Option  Agreement and  Non-Statutory  Stock Option Agreement for
          Outside Directors is hereby  incorporated by reference to Exhibit (10)
          k. of the Registrant's  Annual Report on Form 10-K for the fiscal year
          ended December 31, 1999.

*(10)l.   Agreement   between   James   R.   Kenny  and SJNB Financial Corp. and
          San Jose National Bank dated March 27, 1996 is hereby  incorporated by
          reference to Exhibit (10) m. of the  Registrant's  Quarterly Report on
          Form 10-QSB for the quarterly period ended March 31, 1996.

*(10)m.   Amendment    No. 1   To    Employment    Agreement  between   James R.
          Kenny  and SJNB  Financial  Corp.  and San Jose  National  Bank  dated
          October 6, 2000.

*(10)n.   Agreement    between    Eugene   E.  Blakeslee   and   SJNB  Financial
          Corp.  and San Jose  National  Bank  dated  March  27,  1996 is hereby
          incorporated  by  reference  to  Exhibit  (10) n. of the  Registrant's
          Quarterly Report on Form 10-Q for the quarterly period ended March 31,
          1996.

*(10)o.   Amendment No. 1  To   Employment   Agreement    between    Eugene   E.
          Blakeslee and SJNB  Financial  Corp.  and San Jose National Bank dated
          October 6, 2000.

(10)p.    Sublease  dated   April   5,  1982, for   premises  at 95 South Market
          Street,  San Jose, CA is hereby  incorporated  by reference to Exhibit
          (10) n. of the  Registrant's  Annual  Report  on Form  10-KSB  for the
          fiscal year ended December 31, 1994.

(10)q.    Sublease   by  and   between  McWhorter's  Stationary  and  San   Jose
          National Bank, dated July 6, 1995, and as amended August 11, 1995, and
          September 21, 1995, for premises at 95 South Market Street,  San Jose,
          CA is hereby  incorporated  by  reference  to  Exhibit  (10) o. of the
          Registrant's  Quarterly Report on Form 10-QSB for the quarterly period
          ended September 30, 1995.

(10)r.    Agreement  of   Purchase   and   Sale  dated  July  27, 1988 for 12000
          Saratoga-Sunnyvale  Road,  Saratoga,  CA  is  hereby  incorporated  by
          reference to Exhibit (10) p. of the Registrant's Annual Report on Form
          10-K for the fiscal year ended December 31, 1999.

*(10)s.   Form  of   Director    Supplemental  Compensation    Agreement   dated
          September 24, 1998 between Saratoga  National Bank and Robert G. Egan,
          John F.  Lynch  III and V.  Ronald  Mancuso,  respectively,  is hereby
          incorporated  by  reference  to  Exhibit  (10) q. of the  Registrant's
          Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          1999.

*(10)t.   Form   of   Director   Life   Insurance   Endorsement   Method   Split
          Dollar  Plan  Agreement  dated  September  24, 1998  between  Saratoga
          National  Bank and  Robert G. Egan,  John F.  Lynch III and V.  Ronald
          Mancuso,  respectively, is hereby incorporated by reference to Exhibit
          (10) r. of the Registrant's  Annual Report on Form 10-K for the fiscal
          year ended December 31, 1999.

*(10)u.   Form    of     Director    Surrogate     Supplemental     Compensation
          Agreement dated September 24, 1998 between Saratoga  National Bank and
          Victor E.  Aboukhater  and  William D. Kron,  respectively,  is hereby
          incorporated  by  reference  to  Exhibit  (10) s. of the  Registrant's
          Annual  Report on Form 10-K for the  fiscal  year ended  December  31,
          1999.

*(10)v.   Form   of   Director  Surrogate  Life  Insurance  Endorsement   Method
          Split Dollar Plan Agreement dated September 24, 1998 between  Saratoga
          National  Bank  and  Victor  E.   Aboukhater   and  William  D.  Kron,
          respectively,  is hereby  incorporated by reference to Exhibit (10) t.
          of the  Registrant's  Annual  Report on Form 10-K for the fiscal  year
          ended December 31, 1999.

*(10)w.   Form   of   Officer   Supplemental   Compensation    Agreement   dated
          September 24, 1998 between Saratoga National Bank and Earl Lanna, Mary
          Rourke,   Sandra   Swenson,   Barbara   Resop  and   Cathe   Franklin,
          respectively,  is hereby  incorporated by reference to Exhibit (10) u.
          of the  Registrant's  Annual  Report on Form 10-K for the fiscal  year
          ended December 31, 1999.

*(10)x.   Form   of    Officer    Life    Insurance   Endorsement  Method  Split
          Dollar  Plan  Agreement  dated  September  24, 1998  between  Saratoga
          National Bank and Earl Lanna,  Mary Rourke,  Sandra  Swenson,  Barbara
          Resop and Cathe  Franklin,  respectively,  is hereby  incorporated  by
          reference to Exhibit (10) v. of the Registrant's Annual Report on Form
          10-K for the fiscal year ended December 31, 1999.

*(10)y.   Richard     L.      Mount    Executive     Supplemental   Compensation
          Agreement dated September 24, 1998 is hereby incorporated by reference
          to Exhibit (10) w. of the Registrant's  Annual Report on Form 10-K for
          the fiscal year ended December 31, 1999.

*(10)z.   Richard  L.   Mount   Life    Insurance  Endorsement   Method    Split
          Dollar Plan Agreement dated September 24, 1998 is hereby  incorporated
          by reference to Exhibit (10) x. of the  Registrant's  Annual Report on
          Form 10-K for the fiscal year ended December 31, 1999.

*(10)aa.  Richard   L.   Mount  Executive   Benefits   Agreement  dated June 18,
          1999 is hereby  incorporated  by  reference  to Exhibit (10) y. of the
          Registrant's  Annual  Report on Form 10-K for the  fiscal  year  ended
          December 31, 1999.

*(10)ab.  Form   of   Executive   Supplemental  Compensation   Agreement   dated
          June 1, 2000 between San Jose National Bank and James R. Kenny, Eugene
          E. Blakeslee,  Frederic A. Charpiot,  Margo Culcasi and Judith Doering
          Nielsen,  respectively, is hereby incorporated by reference to Exhibit
          (10) z. of the  Registrant's  Quarterly  Report  on Form  10-Q for the
          quarter ended June 30, 2000.

*(10)ac.  Form   of   Endorsement   Method   Split   Dollar Plan Agreement dated
          August 1, 2000  between  San Jose  National  Bank and James R.  Kenny,
          Eugene E.  Blakeslee,  Frederic A. Charpiot,  Margo Culcasi and Judith
          Doering Nielsen,  respectively, is hereby incorporated by reference to
          Exhibit (10) aa. of the Registrant's Quarterly Report on Form 10-Q for
          the quarter ended June 30, 2000.

*(10)ad.  Form   of   Endorsement   Method  Split  Dollar  Plan  Agreement dated
          August  1,  2000  between  San Jose  National  Bank and each of Ray S.
          Akamine,  Robert A. Archer, Albert V. Bruno, Rod Diridon, Sr., F. Jack
          Gorry,  Arthur K. Lund,  Richard L. Mount,  Louis Oneal, Diane Rubino,
          and  Gary  S.  Vandeweghe  and  Douglas  L.  Shen,  D.D.S.  is  hereby
          incorporated  by  reference  to Exhibit  (10) ab. of the  Registrant's
          Quarterly Report on Form 10-Q for the quarter ended June 30, 2000.

*(10)ae.  Form   of    Director  Supplemental   Compensation   Agreement   dated
          June 1, 2000 between San Jose National Bank and Ray S. Akamine, Robert
          A. Archer,  Albert V. Bruno, Rod Diridon, Sr., Robert G. Egan, F. Jack
          Gorry,  Arthur K. Lund, V. Ronald Mancuso,  D.D.S.,  Richard L. Mount,
          Louis Oneal, Diane Rubino, and Gary S. Vandeweghe and Douglas L. Shen,
          D.D.S..,  respectively, is hereby incorporated by reference to Exhibit
          (10) ae.  of the  Registrant's  Quarterly  Report on Form 10-Q for the
          quarter ended September 30, 2000.

22        Subsidiary  of   the Registrant is hereby incorporated by reference to
          Exhibit 22 of the Registrant's Annual Report on Form 10-K for the year
          ended December 31, 2000.

23        Consent of KPMG LLP

* Indicates management contract or compensation plan or arrangement.