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                                                                   Exhibit (10)h

                 1996 STOCK OPTION PLAN OF SJNB FINANCIAL CORP.:

                        INCENTIVE STOCK OPTION AGREEMENT


SJNB Financial Corp., a California corporation (the "Company"), hereby grants an
option to purchase shares of its common stock to the optionee named below. The
terms and conditions of the option are set forth in this cover sheet, in the
attachment and in the 1996 Stock Option Plan of SJNB Financial Corp. (the
"Plan").



Date of Option Grant: __________ __, 199_

Name of Optionee: ____________________________

Optionee's Social Security Number: ___-__-____

Number of Common Shares Covered by Option: _______

Exercise Price per Share: $__.___

Vesting Start Date: __________ __, 199_



           BY SIGNING THIS COVER SHEET, YOU AGREE TO ALL OF THE TERMS
           AND CONDITIONS DESCRIBED IN THE ATTACHMENT AND IN THE PLAN.




Optionee: _________________________________
                    (Signature)




Company: ______________________________________
                    (Signature)

        Title:  ___________________________




Attachment
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                                                                      Employees



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                 1996 STOCK OPTION PLAN OF SJNB FINANCIAL CORP.:

                        INCENTIVE STOCK OPTION AGREEMENT


INCENTIVE      This option is intended to be an incentive stock option under 
STOCK OPTION   section 422 of the Internal Revenue Code and will be interpreted
               accordingly.

VESTING        Your right to exercise this option shall become exercisable in
               four installments at 12-month intervals over the 48-month period
               starting on the Vesting Start Date, as shown on the cover sheet.
               The first installment consists of 40% of the shares subject to 
               this option, and each of the three subsequent installments
               consists of 20% of the shares subject to this option.

               The entire option vests and will be exercisable in full if any
               one of the following occurs:

               o   Your service as an employee, consultant, adviser or director
                   of the Company terminates because of death, total and 
                   permanent disability or retirement at or after age 70, or

               o   The Company is subject to a "Change in Control" (as defined 
                   in the Plan) while you are an employee, consultant, adviser
                   or director of the Company.

               No additional shares become exercisable after your service as an
               employee, consultant, adviser or director of the Company has
               terminated for any reason.

TERM           Your option will expire in any event at the close of business 
               at Company headquarters on the day before the 10th anniversary
               of the Date of Option Grant, as shown on the cover sheet. 
               (It will expire earlier if your Company service terminates, as
               described below.)

REGULAR        If your service as an employee, consultant, adviser or director
TERMINATION    of the Company terminates for any reason except death or total
               and permanent disability, then your option will expire at the
               close of business at Company headquarters on the date three
               months after your termination date.


                                       -2-


                                                                      Employees



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               The Company determines when your service terminates for this
               purpose.

DEATH          If you die as an employee, consultant, adviser or director of 
               the Company, then your option will expire at the close of
               business at Company headquarters on the date 12 months after the
               date of death.

DISABILITY     If your service as an employee, consultant, adviser or director
               of the Company terminates because of your total and permanen
               disability, then your option will expire at the close of
               business at Company headquarters on the date 12 months
               after your termination date.

               For all purposes under this Agreement, "total and permanent 
               disability" means that you are unable to engage in any 
               substantial gainful activity by reason of any medically 
               determinable physical or mental impairment which can be expected
               to result in death or which has lasted, or can be expected to 
               last, for a continuous period of not less than one year.

LEAVES OF      For purposes of this option, your service does not terminate when
ABSENCE        you go on a military leave, a sick leave or another bona fide
               leave of absence, if the leave was approved by the Company in 
               writing. But your service will be treated as terminating 90 days
               after you went on leave, unless your right to return to active
               work is guaranteed by law or by a contract. And your service 
               terminates in any event when the approved leave ends, unless you
               immediately return to active work.

RESTRICTIONS   The Company will not permit you to exercise this option if the
ON EXERCISE    issuance of shares at that time would violate any law or 
               regulation.

NOTICE OF      When you wish to exercise this option, you must notify the 
EXERCISE       Company by filing the proper "Notice of Exercise" form at the 
               address given on the form. Your notice must specify how many 
               shares you wish to purchase. Your notice must also specify
               how your shares should be registered (in your name only or in 
               your and your spouse's names as community property or as joint
               tenants with right of survivorship). The notice will be 
               effective when it is received by the Company.


                                       -3-


                                                                      Employees



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               If someone else wants to exercise this option after your death, 
               that person must prove to the Company's satisfaction that he or
               she is entitled to do so.

FORM OF        When you submit your notice of exercise, you must include 
PAYMENT        payment of the option price for the shares you are purchasing.
               Payment may be made in one (or a combination of two or more) 
               of the following forms:

               o    Your personal check, a cashier's check or a
                    money order.

               o    Certificates for Company stock that you have owned for at 
                    least six months, along with any forms needed to effect a 
                    transfer of the shares to the Company. The value of the 
                    shares, determined as of the effective date of the option 
                    exercise, will be applied to the option price.

               o    Irrevocable directions to a securities broker
                    approved by the Company to sell your option
                    shares and to deliver all or a portion of the
                    sale proceeds to the Company in payment of
                    the option price.  (The balance of the sale
                    proceeds, if any, will be delivered to you.)
                    The directions must be given by signing a
                    special "Notice of Exercise" form provided by
                    the Company.

               o    Irrevocable directions to a securities broker
                    or lender approved by the Company to pledge
                    shares as security for a loan and to deliver
                    all or part of the loan proceeds to the Com-
                    pany in payment of the option price.  The
                    directions must be given by signing a special
                    "Notice of Exercise" form provided by the
                    Company.

WITHHOLDING    You will not be allowed to exercise this option unless you make 
TAXES          acceptable arrangements to pay any withholding taxes that may
               be due as a result of the option exercise.

RESTRICTIONS   By signing this Agreement, you agree not to sell any option 
ON RESALE      shares at a time when applicable laws or Company policies 
               prohibit a sale. This restriction will apply as long as you are
               an employee, consultant, adviser or director of the
               Company (or a subsidiary).

                                       -4-


                                                                      Employees



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TRANSFER OF    Prior to your death, only you may exercise this option. You 
OPTION         cannot transfer or assign this option. For instance, you may not
               sell this option or use it as security for a loan. If you 
               attempt to do any of these things, this option will immediately
               become invalid. You may, however, dispose of this option in your
               will or a beneficiary designation.

               Regardless of any marital property settlement agreement, the 
               Company is not obligated to honor a notice of exercise from you
               former spouse, nor is the Company obligated to recognize your
               former spouse's interest in your option in any other way.

RETENTION      Your option or this Agreement do not give you the right to be
RIGHTS         retained by the Company (or any subsidiaries) in any capacity. 
               The Company (and any subsidiaries) reserve the right to 
               terminate your service at any time, with or without cause.

SHAREHOLDER    You, or your estate or heirs, have no rights as a shareholder of
RIGHTS         the Company until a certificate for your option shares has been
               issued. No adjustments are made for dividends or other rights if
               the applicable record date occurs before your stock certificate
               is issued, except as described in the Plan.

ADJUSTMENTS    In the event of a stock split, a stock dividend or a similar
               change in Company stock, the number of shares covered by this 
               option and the exercise price per share may be adjusted pursuant
               to the Plan.

APPLICABLE LAW This Agreement will be interpreted and enforced under the laws
               of the State of California.

THE PLAN AND   The text of the Plan is incorporated in this Agreement by
OTHER AGREE-   reference.
MENTS
               This Agreement and the Plan constitute the entire understanding
               between you and the Company regarding this option. Any prior 
               agreements, commitments or negotiations concerning this option
               are superseded. This Agreement may be amended only by another
               written agreement, signed by both parties.

BY SIGNING THE COVER SHEET OF THIS AGREEMENT, YOU AGREE TO ALL OF THE TERMS AND
CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

                                       -5-


                                                                      Employees