UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

                                 FORM 10-Q

(Mark One)

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

     For the quarterly period ended  June 30, 1998                         

                                    OR

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

                      Commission File Number 0-10198

                         The San Francisco Company                         
          (Exact name of Registrant as specified in its charter)

 Delaware                                          94-3071255 
(State or other jurisdiction of 
 incorporation or organization)         (I.R.S. Employer Identification No.)

 
 550 Montgomery Street, San Francisco, California                    94111 
 (Address of principal executive office)                         (Zip Code)

                              (415) 781-7810                               
           (Registrant's telephone number, including area code)

                                   None                                    
      (Former name, former address and former fiscal year, if changed
       since last report)

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        

The Registrant had 31,728,782 shares of Class A Common Stock
outstanding on July 17, 1998.

PAGE
     
            The San Francisco Company and Subsidiaries
                       Quarterly Report on Form 10-Q

                             Table of Contents
 

                                                                       Page

Part I - Financial Information 

Item 1.   Consolidated Statements of Financial Condition
           At June 30, 1998 and December 31, 1997  . . . . . . . . . . .  1

          Consolidated Statements of Operations
           For the Three and Six Months Ended June 30, 1998 and 1997 . .  2

          Consolidated Statements of Changes in Shareholders'Equity
           For the Six Months Ended June 30, 1998 and 1997 . . . . . . .  4

          Consolidated Statements of Cash Flows
           For the Three and Six Months Ended June 30, 1998 and 1997 . .  5

          Notes to Consolidated Financial Statements . . . . . . . . . .  6

Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations . . . . . . . . . . . . . . 8


Part II - Other Information

Item 1.   Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . 15

Item 2.   Changes in Securities. . . . . . . . . . . . . . . . . . . . . 15

Item 3.   Defaults Upon Senior Securities. . . . . . . . . . . . . . . . 15

Item 4.   Submission of Matters to a Vote of Security Holders  . . . . . 15

Item 5.   Other Information. . . . . . . . . . . . . . . . . . . . . . . 15

Item 6.   Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . 15


Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16    

PAGE

                The San Francisco Company and Subsidiaries
              Consolidated Statements of Financial Condition
                    June 30, 1998 and December 31, 1997
                                                   (Unaudited)
                                                    June 30,     December 31,
(Dollars in Thousands Except Per Share Data)           1998        1997    
Assets:
Cash and due from banks                              $2,031       $2,837
Federal funds sold                                   39,135       14,150
  Cash and cash equivalents                          41,166       16,987
Investment securities held-to-maturity, at cost
 (Fair value: 1998 $4,830;1997 $5,822)                4,868        5,864
Investment securities available-for-sale, 
          at fair value                              30,429       32,669
Federal Home Loan Bank stock, at par                  2,252        1,499

Loans                                                52,920       51,924
Deferred loan fees                                      (24)         (61)
Allowance for loan losses                            (2,850)      (3,200)
  Loans, net                                         50,046       48,663
Other real estate owned, net                            337          410
Premises and equipment, net                           7,753        7,791
Interest receivable                                     700          720
Other assets                                          1,877        2,014
  Total Assets                                     $139,428     $116,617

Liabilities and Shareholders' Equity:
Non-interest bearing deposits                       $15,467      $19,691
Interest bearing deposits                            86,985       66,828
  Total deposits                                    102,452       86,519
Other borrowings                                     15,000       10,000
Other liabilities and interest payable                3,522        2,528
  Total liabilities                                 120,974       99,047

Shareholders' Equity:
Preferred Stock (par value $0.01 per share)
  Series B - Authorized - 437,500 shares;
    Issued and outstanding - 1998 and 1997 - 15,869     111          111
  Common stock (par value $0.01 per share)
    Class A - Authorized - 100,000,000 shares;
    Issued and outstanding - 1998 - 31,728,782 and 
            1997 -31,723,782                            317          317
Additional paid-in capital                           78,816       78,814
Retained deficit                                    (60,777)     (61,656)
Accumulated other comprehensive loss                    (13)         (16)
  Total shareholders' equity                         18,454       17,570
  Total Liabilities and Shareholders' Equity       $139,428     $116,617

See accompanying notes to unaudited consolidated financial statements.

PAGE 1

                The San Francisco Company and Subsidiaries
                   Consolidated Statements of Operations
             Three and Six Months Ended June 30, 1998 and 1997
                                (Unaudited)

                                         Three Months             Six Months 
                                        Ended June 30,         Ended June 30,
(Dollars in Thousands 
Except Per Share Data)                1998        1997        1998       1997
Interest income:
  Loans                             $1,252      $1,117      $2,463     $2,240
  Investments                          819         813       1,645      1,559
  Dividends                             22           9          45         21
  Total interest income              2,093       1,939       4,153      3,820
Interest expense:
  Deposits                             646         662       1,299      1,359
  Other borrowings                     149          --         299         --
  Total interest expense               795         662       1,598      1,359

Net interest income before 
adjustment for loan losses           1,298       1,277       2,555      2,461
Adjustment for loan losses            (308)         --        (402)        --
Net interest income after adjustment
  for loan losses                    1,606       1,277       2,957      2,461

Non-interest income:
  Stock brokerage commissions and 
         fees                          278         275         535        629
  Real estate rental income            274         232         531        479
  Service charges and fees             157         140         303        239
  Gain on sale of assets, net           25         212          25        234
  Loss on sale of securities, net       --          (6)         --         (6)
  Other income                          42          33          79         55
  Total non-interest income            776         886       1,473      1,630

Non-interest expense:
  Salaries and related benefits      1,013         926       1,986      1,834
  Occupancy expense                    289         309         581        615
  Professional fees                    133         115         259        215
  Data processing                      103         112         214        226
  Corporate insurance premiums          34          48          90        109
  Property tax expense                  --          25          --         65
  FDIC insurance premiums                9          40          19         79
  Other operating expenses             214         355         392        572
  Total non-interest expense         1,795       1,930       3,541      3,715
Income before income taxes             587         233         889        376
Provision for income taxes               5           2           5          7
  Net Income                          $582        $231        $884       $369

Income per common share:
  Basic:    Net income               $0.02       $0.01       $0.03      $0.01
   Weighted average shares
        outstanding             31,727,134  29,357,766  31,725,458 29,068,488
  Diluted:  Net income               $0.02       $0.01       $0.03      $0.01
   Weighted average shares 
        outstanding             33,091,792  29,358,559  33,090,838 29,069,281


See accompanying notes to unaudited consolidated financial statements.     
             
PAGE 2
                 The San Francisco Company and Subsidiaries
                   Consolidated Statements of Operations
             Three and Six Months Ended June 30, 1998 and 1997
                                (Unaudited)

                                             Three Months       Six Months 
                                             Ended June 30,   Ended June 30,
(Dollars in Thousands 
Except Per Share Data)                          1998   1997    1998   1997
Net Income                                      $582   $231    $884   $369
  Other comprehensive income (loss), net of tax:
  Unrealized holding gains (losses) arising
     during period, net                           11    210       3    (17)
  Plus: reclassification adjustment for losses
     included in net income                       --      6      --      6
  Other comprehensive income (loss)               11    216       3    (11)
Comprehensive income                            $593   $447    $887   $358



PAGE 3


                The San Francisco Company and Subsidiaries
        Consolidated Statements of Changes in Shareholders' Equity
                  Six Months Ended June 30, 1998 and 1997
                                (Unaudited)

  
                                                             Accu-
(Dollars in Thousands)                                       mulated
                                                               Other  Total
                                Additional Compre- Retained  Compre-  Share-
               Preferred Common  Paid-in   hensive Earnings  hensive  holders'
                   Stock  Stock   Capital  Income  (Deficit) Income   Equity
Balances at
January 1, 1997     $111   $288   $77,841          $(67,099)  $(77)   $11,064

Net proceeds on 
 sale of stock        --     29       971                --     --      1,000
Other comprehensive 
loss, net of tax 
 Net unrealized 
(losses) gains, 
 net of 
reclassification 
 adjustments                                 $(11)       --     (11)      (11)
Other comprehensive 
 income                                       (11)       --      --        --
  Net income 
  (six months)                                369       369      --       369
  Comprehensive income                       $358                       
Balances at 
June 30, 1997        111    317     78,812          (66,730)    (88)   12,422

  Net proceeds from 
   the exercise of
  stock options       --     --          2               --      --         2
Other comprehensive 
 income, net of tax     
    Net unrealized 
     gains (losses)                           $72        --      72        72
Other comprehensive 
  income                                       72    
Net income (six months)                     5,074     5,074      --     5,074
  Comprehensive income                     $5,146
  
Balances at 
December 31, 1997    111    317     78,814          (61,656)    (16)   17,570

Net proceeds from 
the exercise of
  stock options       --     --          2     --        --      --         2
Dividend on 
 Preferred Stock                                         (5)     --        (5)
Other comprehensive 
 income, net of tax
  Net unrealized 
   gains (losses)                              $3        --       3         3
Other comprehensive 
   income                                       3     
Net income (six months)                       884       884      --       884
  Comprehensive income                       $887
                                 
Balances at 
June 30, 1998       $111   $317    $78,816         $(60,777)   $(13)  $18,454




See accompanying notes to unaudited consolidated financial statements.
            
PAGE 4

                 The San Francisco Company and Subsidiaries
                   Consolidated Statements of Cash Flows
             Three and Six Months Ended June 30, 1998 and 1997
                                (Unaudited)

                                              Three Months        Six Months 
                                              Ended June 30,   Ended June 30,
(Dollars in Thousands)                     1998      1997      1998      1997
Cash Flows from Operating Activities:

Net income                                 $582      $231      $884      $369
Adjustments to reconcile 
net income to net cash
 provided by operating activities:
Adjustment for loan losses                 (308)       --      (402)       --
  Depreciation and amortization expense     127       139       251       277
  Loss on sale of investment securities      --         6        --         6
  Net gain on sale of real estate owned     (25)     (212)      (25)     (234)
  Provision for loss on other 
    real estate owned                        --       182        --       182
  (Increase) decrease in interest 
    receivable and other assets            (102)     (217)      157       147
  Increase (decrease) in interest 
    payable and other liabilities         1,350       (17)      995        99
  (Increase) decrease in deferred loan fees  --        (1)      (37)       67
Net cash flows provided by
 operating activities                     1,624        111    1,823       913

Cash Flows from Investing Activities:
  Proceeds from maturities of investment 
   securities held-to-maturity              590        207      996       417
  Proceeds from maturities of investment 
   securities available-for-sale          4,488        312   12,529     1,926
  Proceeds from the sale of investment 
   securities available-for-sale             --      5,000       --     5,000
  Purchase of investment securities 
   available-for-sale                    (5,739)    (9,974) (11,045)   (9,974)
  Net (increase) decrease in loans       (1,218)       715     (996)    3,078
  Recoveries of loans previously 
   charged off                               42         20       52       281
  Proceeds from the sale of 
   other real estate owned                   50      2,054       98     3,440
  Purchases of premises and equipment       (88)       (20)    (213)      (96)
  Acquisition and capitalized cost 
   of real estate owned                      --         28       --        28
Net cash (used in) provided 
   by investing activities               (1,875)    (1,658)   1,421     4,100

Cash Flows from Financing Activities:
  Net increase (decrease) in deposits    13,411     (1,653)  15,933      (482)
  Net increase in other borrowings        5,000         --    5,000        --
  Net proceeds from sale of stock             2      1,000        2     1,000
Net cash provided by (used in) 
  financing activities                   18,413       (653)  20,935       518

Increase (decrease) in cash and 
  cash equivalents                       18,162     (2,200)  24,179     5,531
Cash and cash equivalents at 
  beginning of period                    23,004     23,357   16,987    15,626
Cash and cash equivalents at 
  end of period                         $41,166    $21,157  $41,166   $21,157
Supplemental Disclosure of 
  Cash Flow Information:
Cash paid during the period for:
Interest                                   $913       $719   $1,451    $1,389
Payment of income taxes                       6          2       18         2

See accompanying notes to unaudited consolidated financial statements.

page 5

                 The San Francisco Company and Subsidiaries
                Notes to Consolidated Financial Statements
                                (Unaudited)

Note 1 - Organization

     The San Francisco Company (the "Company") is a Delaware
corporation and a bank holding company registered under the Bank
Holding Company Act of 1956.  Bank of San Francisco (the "Bank"),
a state chartered bank, was organized as a California banking
corporation in 1978 and became a wholly owned subsidiary of the
Company through a reorganization in 1982.

Note 2 - Principles of Consolidation and Presentation

     The accompanying unaudited consolidated financial statements
of the Company have been prepared in accordance with the
instructions pursuant to Form 10-Q Quarterly Report and Articles 9
and 10 of Regulation S-X, and therefore, do not include all the
information and footnotes necessary to present the consolidated
financial condition, results of operations and cash flows of the
Company in conformity with generally accepted accounting
principles.

     The data as of June 30, 1998, and for the three and six months
ended June 30, 1998 and 1997 are unaudited, but in the opinion of
management, reflect all accruals and adjustments of a normally
recurring nature necessary for fair presentation of the Company's
financial condition and results of operations.  Certain amounts in
the 1997 consolidated financial statements have been reclassified
for comparative purposes.  The results of operations for the three
and six months ended June 30, 1998 are not necessarily indicative
of the results to be expected for the entire year of 1998.  This
report should be read in conjunction with the Company's 1997 Annual
Report on Form 10-K.

     The accompanying financial statements include the accounts of
the Company, the Bank, and the Bank's wholly owned subsidiary, Bank
of San Francisco Realty Investors (the "BSFRI").  All material
intercompany transactions have been eliminated in consolidation.

Note 3 - Earnings Per Share (the "EPS")

     The Company adopted Statement of Financial Accounting
Standards (the "SFAS") no. 128, "Earnings Per Share."  SFAS No. 128
requires dual presentation of basic EPS and diluted EPS on the face
of the income statement and disclosure of the calculation of basic
EPS compared to diluted EPS in the footnotes to the financial
statements.  

     Basic EPS is calculated by dividing net income by the weighted
average number of Class A Common Shares (the "Common Stock").  The
dilutive EPS is calculated giving effect to all potentially
dilutive Common Shares, such as certain stock options, that were
outstanding during the period.

PAGE 6

The following tables present a reconciliation of the amounts used in 
calculating basic and diluted EPS for each of the periods shown.

     (dollars in thousands except per-share amounts)
                                                               Per-share
     1998                          Income            Shares       amount 
     Three-months ended June 30:
     Basic EPS                       $580          31,727,134      $0.02
     Effect of dilutive securities:
          Series B Preferred Stock      2                 793
          Stock Options                --           1,363,865    
     Diluted EPS                     $582          33,091,792      $0.02

     Six-months ended June 30:
     Basic EPS                       $879          31,725,458      $0.03
     Effect of dilutive securities:
          Series B Preferred Stock      5                 793
          Stock Options                --           1,364,587    
     Diluted EPS                     $884          33,090,838      $0.03

                                                               Per-share
     1997                          Income         Shares         amount 
     Three-months ended June 30:
     Basic EPS                       $229          29,357,766      $0.01
     Effect of dilutive securities:
          Series B Preferred Stock      2                 793
          Stock Options                --                  --     
     Diluted EPS                     $231          29,358,559      $0.01

     Six-months ended June 30:
     Basic EPS                       $364          29,068,488      $0.01
     Effect of dilutive securities:
          Series B Preferred Stock      5                 793
          Stock Options                --                  --     
     Diluted EPS                     $369          29,069,281      $0.01     


Note 4 - Dividend Restrictions

     The Company is subject to dividend restrictions under the
Delaware General Corporation Law and regulations and policies of,
and a Written Agreement dated December 14, 1994 (the "Agreement")
with, the Federal Reserve Bank of San Francisco (the "FRB" ).  The
Company's Series B Preferred Shares participate equally, share for
share, in cash dividends paid on the Common Shares in addition to
receiving the cash dividends to which they are entitled.  In order
to bring the cash dividends current, the Board of Directors
declared a cash dividend on the Series B Preferred Stock totaling
$3.92 per share for stockholders of record on July 1, 1998 that was
paid on July 15, 1998.  

PAGE 7


Note 5 - Recent Accounting Pronouncements

     In June 1997, the Financial Accounting Standards Board (the
"FASB") issued SFAS No. 130, "Reporting Comprehensive Income" which
provides standards for reporting and displaying comprehensive
income and its components in the financial statements.  This
statement is effective with the year-end 1998 financial statements
including interim financial statements.  Reclassification of
financial statements for earlier periods is required.  The Company
has included comprehensive income in its financial statements.

     In June 1997, the FASB issued SFAS No. 131, "Disclosure about
Segments of an Enterprise and Related Information", which requires
that a public company report financial and descriptive information
about its reportable operating segments on the basis that is used
internally for evaluating segment performance and deciding how to
allocate resources to segments.  This statement is effective for
year-end 1998 financial statements.  The Company is in the process
of determining its format for reporting segment information.

     In February 1998, the FASB issued SFAS No. 132, "Accounting
for Pensions and Other Post- Retirement Benefit Plans", which
revises and standardizes the disclosure requirements for pension
and other post retirement benefit plans.  The Company does not have
any pension or post retirement benefit plans that require
disclosure in accordance with SFAS No. 132.

     In June 1998, the FASB issued SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities", which standardizes
the accounting for derivative instruments, including certain
derivative instruments embedded in other contracts, by requiring
that an entity recognize those items as assets or liabilities in
the statement of financial position and measure them at fair value. 
This statement is effective for all quarters of fiscal years
beginning after June 15, 1999.  As of June 30, 1998, the Company
did not have any derivative instruments or engage in hedging
activities.
     

Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations

     This document contains forward-looking statements that are
subject to risks and uncertainties, including, but not limited to,
the Company's and Bank's ability to implement their respective
long-term business plan, the economy in general and the condition
of stock markets upon which the Company's stock brokerage business
and fee income is dependent, the continued services of the
Company's and Bank's key executives and managers, the real estate
market in California and other factors beyond the Company's and
Bank's control.  Such risks, uncertainties and factors, including
those discussed herein, could cause actual results to differ
materially from those indicated.  Readers should not place undue
reliance on forward-looking statements, which reflect management's
views only as of the date hereof.  The Company and the Bank
undertake no obligation to revise these forward-looking statements
to reflect subsequent events or circumstances.  Readers are also
encouraged to review the Company's publicly available filings with
the Securities and Exchange Commission.

Overview

     The Company is a one-bank holding company registered in
Delaware under the Bank Holding Company Act of 1956.  The principal
activity of the Company is to serve as the holding company for Bank
of San Francisco, a California chartered bank organized in 1978,
with deposits insured by the Federal Deposit Insurance
Corporation's Bank Insurance Fund.  The information set forth in
this report, including unaudited interim financial statements and
related data, relates primarily to the Bank.

PAGE 8

     The Company's Common Stock is not listed on any exchange and
is not actively traded.  Van Kasper & Company of San Francisco,
California is the sole market maker in the Company's Common Stock. 
As of June 30, 1998, the bid price was approximately $0.60.   

     The Company recorded net income of $582,000 for the three
months ended June 30, 1998 and $884,000 for the six months ended
June 30, 1998, compared to a net income of $231,000 and $369,000
for the same periods, respectively, in 1997.  The increase in the
Company's net income of $351,000 for the three month period was
primarily from the adjustment for loan losses recorded in 1998 of
$308,000 and the reduction in the provision for other real estate
owned (the "OREO") losses in 1998 of $182,000 as compared with
1997.  During the second quarter of 1997, the Bank also recognized
a gain on sale of OREO of $200,000 compared to $25,000 recognized
in 1998.

     The increase in the Company's net income of $515,000 for the
first six months of 1998 compared to the same period in 1997 was
primarily from the adjustment for loan losses of $402,000 and lower
provision for loss on OREO of $182,000, partially offset by
reductions in gain on sale of OREO of $197,000.  

     At June 30, 1998, total assets were $139.4 million, an
increase of $22.8 million, or 19.6% from $116.6 million at December
31, 1997.  As of June 30, 1998, total loans were $52.9 million, an
increase of $1.0 million, or 1.9%, compared to $51.9 million at
December 31, 1997.  Total deposits were $102.5 million at June 30,
1998, an increase of $16.0 million, or 18.5%, compared to $86.5
million at December 31, 1997.  
     

Regulatory Directives

     Federal Reserve Board Written Agreement

     The Agreement prohibits the Company, without prior approval of
the FRB, from: (a)  paying any cash dividends to its shareholders;
(b) directly or indirectly, acquiring or selling any interest in
any entity, line of business, problem or other assets; (c)
executing any new employment, service, or severance contracts, or
renewing or modifying any existing contracts with any executive
officer; (d) engaging in any transactions with the Bank that exceed
an aggregate of $20,000 per month; (e) engaging in any cash
expenditures with any individual or entity that exceed $25,000 per
month; (f) increasing fees paid to any directors for attendance at
board or committee meetings, or paying any bonuses to any executive
officers; (g) incurring any new debt or increasing existing debt;
and (h) repurchasing any outstanding stock of the Company. The
Company is required to submit a progress report to the FRB on a
quarterly basis.

     The Company was also required to submit to the FRB an
acceptable written plan to improve and maintain an adequate capital
position, a comprehensive business plan concerning current and
proposed business activities, and a comprehensive operating budget
for the Bank and the consolidated Company.  In addition, the Board
of Directors was required to submit an acceptable written plan
designed to enhance their supervision of the operations and
management of the consolidated organization.

     Management was notified by the FRB at its 1997 examination
that the Company was in full compliance with the Agreement, and
management believes the Company continues to be in full compliance. 
    
PAGE 9

     Memorandum of Understanding

     In June 1998, the Federal Deposit Insurance Corporation (the
"FDIC") and the Department of Financial Institutions (the "DFI")
terminated the Bank's Memorandum of Understanding.


Results of Operations

Net Interest Income

     The Company's net interest income was $1.3 million for the
quarters ended June 30, 1998 and 1997.  The Company's net interest
income was $2.6 million for the six months ended June 30, 1998
compared to $2.5 million for the same period in 1997, or an
increase of 4%.  The increase was primarily the result of an
increase in total earning assets which was partially offset by a
decline in yield on earning assets and an increase in the cost of
funds.    

Adjustment for Loan Losses

     The Company recorded a reduction to the Allowance for Loan
Losses of $308,000 for the three months ended June 30, 1998 and
$402,000 for the six months ended June 30, 1998 compared to none
for the same periods in 1997.  The adjustment for loan losses
reflects the amount necessary to reduce the allowance for loan
losses to a level that management believes is adequate based on
many factors that are more fully discussed herein under "Loans -
Allowance for Loan Losses". 

Non-Interest Income

     Non-interest income was $776,000 for the three months ended
June 30, 1998 compared to $886,000 for the same period in 1997. 
Non-interest income was $1.5 million for the six months ended June
30, 1998 compared to $1.6 million for the same period in 1997.  The
decline in non-interest income was primarily the result of the
reduction in gain on sale of real estate owned income in 1998
compared to 1997.  

     The net increase of $140,000, or 18%, in real estate rental
income, service charges and fees and other income for the first six
months of 1998 compared to 1997 more than offset the decline in
brokerage commissions and fees by $94,000, or 15%, which was
primarily the result of lower transaction volume.  The Bank's
earnings from Brokerage commissions and fees is highly dependent on
the trading prices of the stock underlying the stock options of its
clients and the overall condition of the stock markets in which
they trade.
     
Non-Interest Expense

     The Company's non-interest expenses declined $100,000 to $1.8
million from $1.9 million and $200,000 to $3.5 million from $3.7
million for the three month and six month periods ended June 30,
1998 and 1997, respectively.

     The Company's occupancy, data processing, corporate insurance,
property tax, FDIC insurance and other operating expenses all
declined, and salaries and related benefits and professional fees
increased.  Generally, the operating expenses that declined did so
as a result of continuing cost reduction measures and the overall
improving financial condition of the Company. 

PAGE 10

The increase in salaries and related expenses was primarily related 
to an increase in business development personnel, and the increase in 
professional fees was related primarily to the legal services required 
to assist management and the Board of Directors.     


Financial Condition

Liquidity and Capital Resources

     Liquidity

     The Bank's liquid assets, which include cash and short term
investments totaled $41.2 million, or 29.5% of total assets, at
June 30, 1998, an increase of $24.1 million, from $17.0 million, or
14.6% of total assets, at December 31, 1997.  The increase in
liquidity was the result of an increase in core deposits of $19.3
million and an increase in other short-term borrowings of $5.0
million.  The increase in core deposits was primarily from an
increase in short-term escrow related deposits that are expected to
remain in the Bank less than 90 days.  The Bank repaid the $5.0
million borrowing in July 1998. 

     As of June 30, 1998, the Bank had securities totaling $16.3
million pledged to the Federal Home Loan Bank of San Francisco (the
"FHLB") as collateral for other borrowings.  As of June 30, 1998,
the Bank had the ability to borrow up to 20% of total assets from
the FHLB upon the pledge of sufficient collateral.  In the future,
long and short term borrowings from the FHLB may be used as an on-
going source of liquidity and funding.  As of June 30, 1998, the
Bank had other securities totaling $1.6 million pledged as
collateral for various other purposes.  

     As of June 30, 1998, the Bank had access to the discount
window at the FRB for a total borrowing facility of $2.0 million
upon the pledge of securities.  At June 30, 1998 and December 31,
1997, no securities were pledged as collateral for the FRB
facility.

     Capital

     At June 30, 1998, shareholders' equity was $18.5 million
compared to $17.6 million at December 31, 1997.  

     The Company and the Bank are subject to general regulations
issued by the FRB, FDIC, and DFI which require maintenance of a
certain level of capital.  As of June 30, 1998, the Company and the
Bank were in compliance with the all minimum capital ratio
requirements. 

     The following table reflects both the Company's and the Bank's
capital ratios with respect to minimum capital requirements in
effect as of June 30, 1998:

                                                           Minimum
                                                           Capital
                                     Company    Bank   Requirement
Leverage ratio                          14.2%   14.1%         4.0%         
Tier 1 risk-based capital               19.6    19.3          4.0         
Total risk-based capital                21.2    21.0          8.0       


PAGE 11

Investment Activities

     At June 30, 1998, the Company's investment securities,
including FHLB stock, totaled $37.5 million, or 26.9% of total
assets, compared to $40.0 million, or 34.3% of total assets, at
December 31, 1997.  The net decline in investment securities was
primarily amortization of mortgage backed securities, and maturity
or call of agency securities.   

     The Company's investment portfolio may from time to time
include treasury and agency securities, fixed and adjustable rate
mortgage backed securities, and to a limited extent collateralized
mortgage backed securities.  Generally, the Bank's investment
securities held-to-maturity and available-for-sale have maturities
or principal amortization of five years or less.

     At June 30, 1998, investment securities held-to-maturity
totaled $4.9 million, compared to $5.9 million at December 31,
1997, and are carried at amortized cost.  At June 30, 1998, the
Company held $30.4 million in investment securities available-for-
sale, compared to $32.7 million at December 31, 1997.  Investment
securities available-for-sale are accounted for at fair value. 
Unrealized gains and losses are recorded as a component of
comprehensive income and are not reflected in the current earnings
of the Company.  As of June 30, 1998, the investment securities
available-for-sale had an unrealized loss of $13,000 that was
included as a component of comprehensive income to reflect the
current market value of these securities.    


Loans

     During the first half of 1998, total loans increased $1.0
million, from $51.9 million at December 31, 1997 to $52.9 million
at June 30, 1998.  The net increase resulted primarily from
disbursement of new loan commitments.  The composition of the
Bank's loan portfolio at June 30, 1998 and December 31, 1997 is
summarized as follows:

                                         June 30,December 31,
(Dollars in Thousands)                      1998    1997    

Real estate mortgage                     $39,355 $37,826
Secured commercial and financial           7,632   4,912
Unsecured                                  5,663   8,633
Other                                        269     553
                                          52,920  51,924
Deferred fees and discounts, net             (24)    (61)
Allowance for possible loan losses        (2,850) (3,200)
  Total loans, net                       $50,046 $48,663

     During the first half of 1998, total loan commitments
available increased $10.4 million to $21.1 million as of June 30,
1998 primarily as a result of new secured commercial and financial
loan commitments.  
 
PAGE 12

     Classified Assets and Impaired Loans

     Classified assets include non-accrual loans, OREO, and
performing loans that exhibit credit quality weaknesses.  The table
below outlines the Bank's classified assets at June 30, 1998 and
December 31, 1997:

                                        June 30,  December 31,
(Dollars in Thousands)                      1998    1997    

Loans - performing                        $4,392  $1,393
Non-accrual loans                             --     171
OREO                                         337     410
  Total classified assets                 $4,729  $1,974

     On June 30, 1998, the Bank had no loans that were 90 days past
due and still accruing and no loans past due between 31 and 89
days.  Classified assets increased by 140% to $4.7 million as of
June 30, 1998 compared to $2.0 million at December 31, 1997.  The
net increase was the result of the downgrade of one loan.  The loan
that was downgraded was originated in 1992 as a loan to facilitate
the sale of OREO and the borrower has performed and continues to
perform in accordance with the terms of the loan.  As of June 30,
1998 and December 31, 1997, all OREO properties were classified.  

     The Company identifies loans with weak credit quality
characteristics for review in accordance with SFAS No. 114
"Accounting by Creditors for Impairment of a Loan" as amended by
SFAS No. 118 "Accounting by Creditors for Impairment of a Loan-
Income Recognition and Disclosures" (the "SFAS No. 114").  As of
June 30, 1998 and December 31, 1997, the Company had impaired loans
totaling zero and $171,000, respectively.  The impairment was
measured using the collateral value method.  Total interest income
recognized on impaired loans during the first half of 1998 and 1997
was $4,000 and $32,000, respectively. 

     There can be no assurance that the Bank will not experience
increases in the amount of classified assets or not experience
losses in attempting to collect or otherwise liquidate the non-
performing assets which are presently reflected on the Company's
statement of financial condition.

     
     Allowance for Loan Losses

     Generally, the Bank charges current earnings with a provision
for estimated losses on loans receivable.  The Bank will provide an
adjustment if the total allowance for loan losses exceeds the
amount of estimated loan losses.  The Bank recorded an adjustment
for loan losses of $308,000 for the three months ended June 30,
1998 and $402,000 for the six months ended June 30, 1998 compared
to none for the same periods in 1997.  The adjustment for loan
losses reflects the amount necessary to reduce the allowance for
loan losses to a level that management believes is adequate based
on many factors including specifically identified problem loans,
the financial condition of the borrowers, the fair value of the
collateral, recourse to guarantors and other factors.

     Specific loss allowances are established based on the asset
classification and credit quality.  Specific loss allowances are
utilized to ensure that the allowance is allocated based on the
credit quality including the present value of expected cash flows,
the terms and structure of the loan, the financial condition of the
borrower, and the fair value of underlying collateral.  In
addition, the allowance for loan losses provides for losses that
may occur in the future based on present economic conditions,
trends, and related uncertainties.  The following table summarizes
the loan loss experience of the Bank for the six months ended June
30, 1998:


PAGE 13
                                                                     June 30,
 (Dollars in Thousands)                                                 1998   

Beginning balance of allowance for loan losses at December 31, 1997   $3,200
  Charge-offs                                                             --
  Recoveries                                                              52
  Adjustment                                                            (402)
Ending balance of allowance for loan losses                           $2,850

     For the six months ended June 30, 1998, the unallocated
portion of the allowance for loan losses totaled $1.3 million
compared to $1.4 million at December 31, 1997.   As of June 30,
1998, none of the allowance for loan losses was allocable to
impaired loans, as identified in accordance with SFAS No. 114.


Deposits

     The Bank had total deposits of $102.5 million at June 30, 1998
compared to $86.5 million at December 31, 1997, an increase of
$16.0 million or 18.5%.  The increase was attributed to short-term
escrow related deposits and Association Bank Service deposits which
were partially offset by a decrease in Stock Option lending related
deposits and money desk deposits.  A summary of deposits at June
30, 1998 and December 31, 1997 is as follows:

                                           June 30,  December 31,
(Dollars in Thousands)                        1998      1997    

Demand deposits                             $15,467  $19,691
NOW                                          17,348   15,986
Money market and savings                     37,841   16,040
  Total deposits with no stated maturity     70,656   51,717
Time deposits:
  Less than $100,000                         17,725   19,184
  $100,000 and greater                       14,071   15,618
  Total time deposits                        31,796   34,802

  Total deposits                           $102,452  $86,519

     The deposits from private and business banking customers
totaled $35.1 million, or 34.3% of total deposits, at June 30,
1998, compared to $34.7 million, or 40.1% of total deposits, at
December 31, 1997.  The deposits from Association Bank Service
customers totaled $19.0 million, or 18.6% of total deposits at June
30, 1998, compared to $17.2 million, or 19.9% of total deposits at
December 31, 1997.  The deposits from Escrow customers totaled
$37.9 million, or 37.0% of total deposits at June 30, 1998,
compared to $15.3 million, or 17.7% of total deposits at December
31, 1997.  The deposits related to Stock Option transactions
totaled $2.1 million, or 2% of total deposits at June 30, 1998,
compared to $7.6 million, or 8.8% of total deposits at December 31,
1997.  

     The deposits acquired through the money desk operations
totaled $8.3 million, or 8.1% of total deposits at June 30, 1998,
compared to $11.7 million, or 13.5% of total deposits at December
31, 1997.  

PAGE 14

Other Borrowings

     As of June 30, 1998, the Bank had short-term FHLB borrowings
outstanding totaling $5.0 million and long-term FHLB borrowings
outstanding totaling $10.0 million secured by pledged securities
totaling $16.3 million.  The Bank repaid the short-term borrowing
in July 1998.  In the future, long and short term borrowings from
the FHLB may be used as an on-going source of liquidity and
funding.


PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

     Because of the nature of its business, the Company and its
subsidiaries, including the Bank, are from time-to-time a party to
legal actions.  Based on information available to the Company and
the Bank, and its review of such outstanding claims to date,
management believes the liability relating to such claims, if any,
will not have a material adverse effect on the Company's liquidity,
consolidated financial condition or results of operations.

Item 2 - Changes in Securities

     None 

Item 3 - Defaults Upon Senior Securities

     None 

Item 4 - Submission of Matters to a Vote of Security Holders

     None

Item 5 - Other Information

     Shareholders who expect to present a proposal at the 1999
Annual Meeting of Shareholders which is not included in the
Company's proxy statement should notify the Chief Financial Officer
of the Company at 550 Montgomery Street, San Francisco, California
94111 of the proposal by March 15, 1999.  Without such notice,
proxy holders appointed by the Board of Directors of the Company
will be entitled to exercise their discretionary voting authority
when the proposal is raised at the annual meeting, without any
discussion of the proposal in the proxy statement.

Item 6 - Exhibits and Reports on Form 8-K

     (a)  Exhibits

          Employment Agreements effective April 22, 1998 between
          each executive officer and the Company and the Bank.

     (b)  Report on Form 8-K

          None

PAGE 15
                                SIGNATURES


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



                         The San Francisco Company
                               (Registrant)



Date:  July 31, 1998                              /s/ James E. Gilleran
                                             James E. Gilleran
                                             Chairman of the Board and 
                                             Chief Executive Officer



Date:  July 31, 1998                              /s/ Keary L.Colwell
                                             Keary L. Colwell
                                             Chief Financial Officer and
                                             Executive Vice President

PAGE 16



EXHIBITS
  
                     James E. Gilleran
                   EMPLOYMENT AGREEMENT
                       
  
   THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered
  into as of April ___, 1998, by and between The San Francisco
  Company (the "Company"), Bank of San Francisco (the "Bank")
  (collectively, the "Employer"), and JAMES E. GILLERAN
  ("Executive").
  
  
  R E C I T A L S:
  
   A.   The Employer desires to continue to employ
  Executive to serve as Chairman of the Board and Chief
  Executive Officer of the Company and Chairman of the Board
  and Chief Executive Officer of the Bank, and the Boards of
  Directors of the Company and the Bank have approved the
  Employer's employment of Executive.
  
   B.   Executive hereby accepts such employment on the
  terms and conditions set forth in this Agreement.
  
  A G R E E M E N T:
  
   1.   Agreement to Employ.  Subject to the terms
  and conditions contained herein, the Employer hereby employs
  Executive and Executive hereby accepts employment by the
  Employer.
  
   2.   Term of Employment.  Subject to the
  provisions of  section 8, below, Executive s employment
  shall be for a period of three (3) years from the date of
  this Agreement and will end on the third anniversary of the
  date hereof (the  Third Anniversary ).  The term of this
  Agreement will be extended on the second anniversary hereof
  and will roll forward on a month-to-month basis so that
  twelve (12) months continuously remain in the Agreement term
  unless or until (A) a  Change of Control  occurs, or (B) any
  party to this Agreement notifies the other parties that it
  does not agree to extend the term of this Agreement.  Such
  written notification must be provided to all parties at
  least one (1) month in advance of termination date.  If
  Executive chooses not to extend the term of this Agreement
  and gives the applicable one (1) month notice, Executive
  will be deemed to have  voluntarily terminated  and will be
  entitled only to the benefits described in Section 9.e.,
  below.  If Employer chooses not to extend the term of this
  Agreement and gives the applicable one (1) month notice,
  Executive will be deemed to have been terminated  without
  cause  and will be entitled only to the benefits described
  in Section 9.d., below.  For purposes of this Agreement, the
  term  Change of Control  shall mean a sale to a third party
  of a majority interest in, or substantially all of the
  assets of, the Company or the Bank, but the term  Change of
  Control  shall not include (A) a transfer of shares to any
  voting trust or similar custodial arrangement, or (B) a
  transaction in which Executive participates as a principal
  or with any direct or indirect equity interest, whether
  contingent or otherwise.

PAGE 1
  
   3.   Position and Duties/Authority of Executive. 
  During the term of this Agreement, Executive shall hold the
  positions of Chairman of the Board and Chief Executive
  Officer of the Company and Chairman of the Board and Chief
  Executive Officer of the Bank.  Executive shall perform such
  additional duties and responsibilities, consistent with the
  foregoing positions as may be assigned to Executive from
  time to time by the respective Boards of Directors of the
  Employer acting with reasonable discretion and in accord
  with the scope of this Agreement.
  
   4.   Place of Employment.  Executive's principal
  place of employment shall be 550 Montgomery Street, San
  Francisco, California.  While discharging his duties and
  responsibilities hereunder, Executive may be required to
  travel from time to time and, as a result, be temporarily
  absent from his place of employment.
  
   5.   Devotion of Time to Business.  Except as
  provided below, Executive shall devote his best efforts and
  ability, and attention to the business and affairs of the
  Employer and to performing the duties and responsibilities
  set forth herein on behalf of the Employer.  Notwithstanding
  any language herein to the contrary, Executive shall be
  entitled to devote time to charitable, political and civic
  activities and speaking engagements, and Executive shall be
  permitted to serve on the boards of directors of other
  companies which do not directly compete with the Employer
  provided such activities do not have a material, adverse
  effect on Executive's performance hereunder.
  
   6.   Confidential Information/Trade Secrets.
  
   a.   In performing his duties under this
  Agreement, Executive will have access to and become
  acquainted with information concerning the Employer's
  operations, including financial, personnel, marketing, and
  other information and customer lists that are owned by the
  Employer and regularly used in the Employer's business, and
  such information is confidential and constitutes trade
  secrets of the Employer.
  
   b.   Executive will not misuse, misappropriate, or
  disclose any such trade secrets, directly or indirectly, to
  any other person, or use them in any way, except as required
  in the course of his employment hereunder.
  
   c.   The unauthorized use or disclosure of any of
  the Employer's confidential information/trade secrets
  (including without limitation information concerning current
  or future proposed work, services, or products, the fact
  that any such work, services, or products are planned, under
  consideration, or in use, and any descriptions thereof)
  constitute unfair competition.
  
PAGE 2  

   d.   Any violation by Executive of any of the
  provisions of this paragraph would result in irreparable
  injury to the Employer, and the Employer shall be entitled
  to injunctive relief to prevent or terminate such violation.
  
   e.   This paragraph shall not apply to any
  information that becomes generally known to or available for
  use by the public other than as a result of Executive's
  acts.
  
   f.   The covenants set forth in this paragraph
  shall survive termination of this Agreement for a period of
  one year; provided, however, that with respect to the
  Employer's customer lists and relationships, such period
  shall be two years.
  
   7.   Compensation to Executive.
  
   a.   Salary and Benefits.  Subject to the terms
  and conditions contained herein, throughout the term of this
  Agreement, Executive shall be entitled to receive the
  following salary and benefits from the Employer:
  
   i)   Annual Base Salary.  The Employer shall
   pay to Executive as compensation for his services an
   Annual Base Salary of Three Hundred Thousand Dollars
   ($300,000) in such intervals as other salaried
   executives of the Employer are presently paid (but in
   no case less frequently than monthly).  The Annual Base
   Salary shall be paid subject to all federal, state and
   local rules for payment, deduction and withholding of
   taxes.  The Annual Base Salary shall be reassessed
   annually by the Boards of Directors of Company and the
   Bank at which time the Boards may, in their sole
   discretion, vote to increase the Annual Base Salary.
  
   ii)  Annual Performance Bonus.  For each
   calendar year, Executive and the Boards of Directors of
   the Company and the Bank shall establish reasonable
   goals for such year performance against which will
   result in a bonus payable to Executive from 0% to 100%
   of his Annual Base Salary in cash.  With respect to the
   Bank, such goals shall be based upon positive
   performance criteria as measured by achievement of
   annually-set objectives.
  
   iii) Special Incentive.  The Employer shall
   pay to Executive a one-time bonus of $150,000 at such
   time subsequent to a regulatory examination that the
   boards of directors of the Company and the Bank
   determine, respectively, that the condition of the
   Company and the condition of the Bank (as measured by
   its capital, assets, management, earnings and
   liquidity) are satisfactory.  Such determination is not
   to be negatively influenced by any ownership interests.
   
   iv)  Completion Incentive.  On the Third
   Anniversary, provided that Executive is then employed
   pursuant to this Agreement (whether or not such
   employment terminates on the Third Anniversary), the
  
PAGE 3

   Employer shall pay Executive a  Completion Incentive 
   in the amount of one (1) year of the then Annual Base
   Salary, provided further, however, that (A) such
   Incentive payment shall be subject to applicable
   statutory or regulatory restrictions, and (B) no such
   Incentive payment shall be made unless the Bank and
   Company maintain a CAMEL 2 or  satisfactory  or better
   (or equivalent) regulatory rating.  If, upon payment of
   the Completion Incentive, it appears that Executive s
   employment with Employer will continue for an
   additional period of years, the parties will negotiate
   in good faith the terms of an additional retention
   bonus.
  
   b.   Retirement Plan.  The Employer shall provide
  Executive with retirement benefits, including any Section
  401(k) Plan, under which the Employer provides retirement or
  similar benefits to the other Company or Bank employees. 
  The Company currently sponsors The San Francisco Company
  401(k) Plan.  
  
   c.   Benefits.  The Employer shall, during the
  term of this Agreement, make available to Executive the
  following:
  
   i)   insurance coverage and benefits
   according to its existing health plans;
  
   ii)  group term life insurance or other term
   life insurance in an amount equal to four (4) times
   Executive s Annual Base Salary, accidental death and
   dismemberment insurance, and long-term group disability
   insurance, and 
  
   iii) vacation of four weeks per year.
  
   d.   Expense Account.  The Employer will require
  Executive to incur travel, lodging, meal, entertainment, and
  similar expenses.  The Employer shall advance or promptly
  reimburse Executive for all expenses reasonably incurred by
  Executive in the performance of his duties for which
  Executive furnishes the Employer with adequate records and
  other documentary evidence as required by applicable federal
  and state laws and regulations.
  
   e.   Stock Options.
  
   i)   The Board of Directors of the Company
   has adopted an Executive Stock Option Plan (the "Stock
   Plan") under which Executive has received anti-dilutive
   options to purchase shares of the Company's Class A
   Common Stock and for which there is a separate Stock
   Option Agreement.  These options are all vested and are
   exercisable for a period of ten (10) years from the
   date of grant.
 
PAGE 4 
 
   ii)  Additional options (the "anti-dilution
   options") shall be granted to Executive from time to
   time at the then current fair market value and in such
   amounts as to assure that Executive's anti-dilutive
   options and shares previously issued to Executive upon
   the exercise of such options will comprise not less
   than five percent (5%) of the fully diluted number of
   shares of all classes of the Company's Common Stock
   (i.e., the sum of the number of shares of all classes
   of Common Stock issued and outstanding, plus the number
   of shares of all classes of Common Stock subject to
   options, warrants, conversion rights and all other
   outstanding rights to purchase any class of shares of
   Common Stock).  Such additional options shall be
   granted at the fair market value at the date of grant
   and shall be calculated pursuant to the methodology
   adopted by the Board of Directors of the Company at its
   February 11, 1998, meeting.  Vested options granted on
   account of options, warrants, conversion rights or
   other rights to purchase Common Stock shall not be
   exercisable unless and until Common Stock is issued
   upon the exercise of such rights.  The Company shall
   have no obligation to grant Executive any antidilution
   options with respect to any dilutive events occurring
   after the completion of the next public offering by the
   Company of its Common Stock.
  
   iii) In addition to the anti-dilutive options
   referred to in sections 7e i) and ii), above, the
   Company s Board of Directors may, in its sole
   discretion, award Executive additional options under
   the Stock Plan not subject to anti-dilutive treatment.
  
   f.   Other Benefits.  The Employer shall provide
  Executive with such other pension, health and welfare
  benefits as it may from time to time offer to other senior
  executives in the ordinary course of its business, or as may
  be reasonably required or necessary for him to perform his
  duties.
  
   8.   Termination.
  
   a.   Termination by the Employer for Cause.  The
  Employer may terminate Executive's employment at any time
  for "cause."  For the purpose of the Employer's termination
  of this Agreement, the term "cause" shall include any of the
  following:
  
   i)   Adjudication of Executive's guilt in
   connection with the commission of a felony or a
   misdemeanor involving moral turpitude (excluding
   traffic violations);
  
   ii)  Good faith finding by the Employer's
   Boards of Directors of Executive's theft, conversion,
   misappropriation, or embezzlement of any assets of the
   Employer;
  
   iii) Executive's (A) habitual neglect of his
   duties, (B) failure to obey the lawful direction of the
   Boards of Directors of the Employer that do not
   contravene regulations or regulatory policies,
   guidelines, agreements or orders, or (C) conduct that
   has a direct, substantial and adverse effect on the
   Employer's reputation, in each case, after written
   notice and adequate opportunity to cure any such
   asserted neglect, failure or conduct; or 
  
  
PAGE 5

   iv)  Good faith finding by the Employer's
   Boards of Directors that Executive's performance of his
   duties resulted in a material deterioration in the
   condition of the Company or the Bank, provided that
   such deterioration is not the result of conditions
   either existing on the date of Executive's employment
   or external to the Company and the Bank and beyond
   Executive's control.
  
   b.   Termination without Cause.
  
   The Employer may terminate Executive's
  employment without "cause" at any time subject only to the
  provisions of this Agreement.  A  without cause  termination
  may include, but is not limited to, a termination upon a
  Change of Control.
  
   c.   Termination for Death.  Executive's
  employment shall terminate upon Executive's death.
  
   d.   Termination for Disability.  The Employer
  may, to the extent permitted by law, terminate Executive's
  employment upon the disability of Executive.  As used
  herein, the term "disability" shall mean sickness or
  physical or mental disability that renders Executive unable
  to perform a substantial portion of his duties under this
  Agreement for an aggregate period of more than ninety (90)
  days in any twelve (12) month period.
  
   e.   Notice of Termination.  If the Employer
  desires to terminate Executive's employment under this
  Agreement, whether or not for cause, the Employer shall
  deliver a notice of termination in writing to Executive (the
  "Notice of Termination").  The Notice of Termination shall
  specify whether the termination is (A) for cause (in which
  case the conduct of Executive or the Employer giving rise to
  the termination shall be specified), (B) for death, (C) for
  disability or (D) without cause.  The Notice of Termination
  shall specify an effective date of termination (the
  "Termination Date") on or after the date notice is given.
  
   9.   Effect of Termination.  Upon the termination of
  this Agreement by either party, the parties shall comply
  with the following obligations and duties:
  
   a.   Termination for Cause.  If the Employer
  terminates Executive's employment for cause:
  
   i)   Annual Base Salary.  The Employer shall
   on the Termination Date pay Executive Executive's
   Annual Base Salary through the Termination Date.
  
  
PAGE 6

   ii)  Reimbursement Expenses.  The Employer
   shall, on the Termination Date, pay Executive all
   reimbursable expenses for which expense reports have
   been provided to the Employer in accordance with the
   Employer's policy. 
  
   iii) Annual Performance Bonus.  Executive is
   not entitled to be paid any bonus for any months served
   during the current Bonus Plan Year.  Executive is not
   eligible to receive any bonus payment if terminated for
   cause.
  
   iv)  Vesting of Stock Options.  All of the
   stock options granted to Executive which have vested
   shall be exercisable in accordance with paragraph 7.e,
   the Stock Plan, and Stock Option Agreement.
  
   b.   Termination for Death.  If Executive's
  employment is terminated as a result of Executive's death:
  
   i)   Annual Base Salary.  The Employer's
   obligation to pay Executive's salary shall terminate
   upon his death.
  
   ii)  Reimbursable Expenses.  The Employer
   shall, within thirty (30) days following the date of
   Executive's death, pay Executive's estate all
   reimbursable expenses for which expense reports have
   been provided to the Employer in accordance with the
   Employer's policy.
  
   iii) Annual Performance Bonus.  The Employer
   shall, within thirty (30) days following the date of
   death, pay Executive's estate Executive's Annual
   Performance Bonus at a rate of fifty percent (50%) of
   Bonus Plan prorated by the number of full months served
   during the current Bonus Plan year.
  
   iv)  Vesting of Stock Options.  All of the
   stock options granted to Executive which are vested
   shall be exercisable by Executive's estate in
   accordance with paragraph 7.e, the Stock Plan, and the
   Stock Option Agreement.
  
   c.   Termination for Disability.
  
   i)   Annual Base Salary.  The Employer shall
   pay Executive Executive's Annual Base Salary through
   Termination Date.
  
   ii)  Reimbursable Expenses.  The Employer
   shall, within thirty (30) days following the
   Termination Day, pay Executive all reimbursable
   expenses for which expense reports have been provided
   to the Employer in accordance with the Employer's
   policy.
  
   iii) Annual Performance Bonus.  The Employer
   shall, within thirty (30) days following the
   Termination Date, pay Executive Executive's Annual
   Performance Bonus at a rate of fifty percent (50%) of
   Bonus Plan prorated by the number of full months served
   during the current Bonus Plan year.
  
PAGE 7

   iv)  Vesting of Stock Options.  All of the
   stock options granted to Executive which are vested
   shall be exercisable in accordance with paragraph 7.e,
   the Stock Plan, and the Stock Option Agreement.
  
   d.   Termination without Cause.  If the Employer
  terminates Executive's employment without cause:
  
   i)   Annual Base Salary and Separation Pay. 
   The Employer shall, on the Termination Date, pay
   Executive his Annual Base Salary through the
   Termination Date.  In addition, the Employer shall, on
   the Termination Date, pay Executive an additional one
   (1) year of the then current Annual Base Salary, as
   separation pay.
  
   ii)  In addition to the one (1) year
   separaton pay described in section d.(i) above, in the
   event of a termination without cause before the Third
   Anniversary, and following a Change of Control,
   Employer shall pay Executive an additional one (1) year
   of the then current Annual Base Salary.  In the event
   of a termination without cause before the Third
   Anniversary but not following a Change of Control,
   Employer shall pay Executive a prorated portion of his
   then Annual Base Salary, such amount prorated based on
   the number of years of the initial three year term of
   employment which Executive has served (Prorated
   Separation Pay), provided that if such termination
   occurs during the first year, Employer shall pay
   Executive one-third of the then Annual Base Salary. 
   For example, (A) if Executive is terminated without
   cause within or upon one year of employment under this
   Agreement, in addition to the one (1) year separation
   pay described in section d.(i), above, Employer shall
   pay Executive one-third of the then current Annual Base
   Salary and (B) if Executive is terminated without cause
   after 18 months of employment under this Agreement, in
   addition to the one (1) year separation pay described
   in section d.(i) above, Employer shall pay Executive
   one-half of the then current Annual Base Salary.  If
   Executive is terminated without cause after the Third
   Anniversary, he is not entitled to any payment under
   this section d.(ii) but shall only be entitled to the
   payment under section d.(i).
  
   iii) Reimbursable Expenses.  The Employer
   shall, within thirty (3) days following the Termination
   Date, pay Executive all reimbursable expenses for which
   expense reports have been provided to the Employer in
   accordance with the Employer's policy.
  
   iv)  Annual Performance Bonus.  The Employer
   shall, within thirty (30) days following the
   Termination Date, pay Executive Executive's Annual
   Performance Bonus at a rate of one hundred percent
   (100%) of Bonus Plan prorated by the number of full
   months served during the current Bonus Plan year.
  
PAGE 8

   v)   Vesting of Stock Options.  All of the
   stock options granted to Executive shall be exercisable
   in accordance with paragraph 7.e, the Stock Option
   Agreement, and the Stock Plan.
  
   e.   Voluntary Termination by Executive.  If
  Executive terminates this Agreement voluntarily:
  
   i)   Annual Base Salary.  The Employer shall,
   within three (3) days following the Termination Date,
   pay Executive Executive's Annual Base Salary through
   the Termination Date.  
  
   ii)  Reimbursable Expenses.  The Employer
   shall, within thirty (30) days following the
   Termination Date, pay Executive all reimbursable
   expenses for which expense reports have been provided
   to the Employer in accordance with the Employer's
   policy.
  
   iii) Vesting of Stock Options.  All of the
   stock options granted to Executive which have vested
   shall be exercisable in accordance with paragraph 7.e,
   the Stock Plan, and the Stock Option Agreement.
  
   10.  Indemnification of Executive.
  
   a.   Pre-Execution Actions and Events. 
  Notwithstanding any other provision to the contrary
  contained in this Agreement in addition to any rights
  Executive has under any individual indemnification
  agreements, the Employer shall indemnify, defend at its
  expense, and hold Executive entirely harmless against and
  from any claim, demand, cause of action, judgment, loss,
  liability, damage, cost or expense whatsoever, including
  without limitation reasonable attorneys' fees, which
  Executive may suffer, sustain, incur or otherwise become
  subject to either directly or indirectly as a result of any
  claim, controversy, dispute, legal action or proceeding
  whatsoever arising from actions taken by the Employer or
  events relating to the business of the Bank or the Company
  occurring prior to the execution of this Agreement.
  
   b.   Post-Execution Actions and Events. 
  Notwithstanding any other provision to the contrary
  contained in this Agreement, but subject to an individual
  indemnification agreement already approved by the Board of
  Directors on February 11, 1998, the Employer shall
  indemnify, defend at its expense, and hold Executive
  entirely harmless against and from any claim, demand, cause
  of action, judgment, loss, liability, damage, cost or
  expense whatsoever, including without limitation reasonable
  attorneys' fees, which Executive may suffer, sustain, incur
  or otherwise become subject to either directly or indirectly
  as a result of any claim, controversy, dispute, legal action
  or proceeding whatsoever arising from actions taken by the
  Employer or events relating to the business of the Bank or
  the Company occurring subsequent to the execution of this
  Agreement, other than any such claim, demand, cause of
  action, judgment, loss, liability, damage, cost or expense
  whatsoever which is directly and substantially due to
  Executive's misconduct or gross negligence.  Notwithstanding
  the foregoing, in any administrative proceeding or civil
  action initiated by any federal banking agency, the Bank or
  the Company may only reimburse, indemnify or hold harmless
  Executive if the Bank is in compliance with any applicable
  statute, rule, regulation or policy of the Federal Deposit
  Insurance Corporation, Federal Reserve Board, or the
  California Department of Financial Institutions regarding
  permissible indemnification payments.
  
PAGE 9  

  c.   Payment of expenses.  In the event the
  Employer is obligated hereunder to defend and indemnify
  Executive and in the event Executive is required to retain
  independent legal counsel, other experts or professionals or
  should incur any cost himself in connection with Paragraph
  10.b. above, the Employer shall promptly pay such expenses
  as incurred.
  
   d.   Survival of Indemnification.  The obligations
  of the Employer under this paragraph 10 to indemnify
  Executive shall survive the expiration or termination of
  this Agreement.
  
   11.  Insurance.  The Employer agrees to make reasonable
  efforts to maintain director's and officer's liability
  insurance in an amount of not less than $5,000,000 for each
  occurrence for the benefit of Executive. 
  
   12.  General provisions.
  
   a.   Binding on Successors.  Subject to any
  restrictions stated in any other provision of this
  Agreement, this Agreement shall be binding on and shall
  inure to the benefit of the parties and their respective
  successors and assigns.
  
   b.   Partial Invalidity/Severability.  Should any
  of the provisions of this Agreement be held to be invalid or
  unenforceable, such invalidity or unenforceability shall not
  affect the validity or enforceability of any other provision
  of this Agreement.
  
   c.   Entire Agreement.  This Agreement contains
  the entire agreement between the parties with respect to the
  subject matter of this Agreement and supersedes all prior
  oral or written understandings and agreements, excluding the
  Stock Option Plan, the Stock Option Agreement and any
  individual indemnification agreement.
  
   d.   Amendments; Waivers.  No provision of this
  Agreement may be changed, waived, modified, discharged or
  terminated, except by a written instrument executed by the
  parties hereto.
  
   e.   Notices.  Any notice to be given under this
  Agreement shall be in writing and shall be deemed effective
  only when hand-delivered or when delivered by overnight
  courier, or three (3) days after the date postmarked if sent
  by certified or registered mail, postage prepaid, return
  receipt requested, addressed as follows:
  
PAGE 10  

   If to the Employer:
  
   The San Francisco Company &
   Bank of San Francisco
   550 Montgomery Street
   San Francisco, California 94111
   Attn:  Boards of Directors
  
   If to Executive:
  
   James E. Gilleran
   3880 Sacramento Street
   San Francisco, California 94118
  
   f.   Attorney's Fees and Costs.  The Employer
  shall bear all of the costs and expenses, including
  attorney's fees, incurred by both parties in the negotiation
  and drafting of this Agreement.  In the event of a dispute
  regarding this Agreement, the prevailing party in any
  arbitration or litigation shall be entitled to its
  reasonable legal fees and costs.
  
   g.   Governing Law.  This Agreement shall be
  construed and enforced in accordance with the laws of the
  State of California.
  
   h.   Title and Headings.  Title and headings to
  paragraphs, subparagraphs and sub-subparagraphs of this
  Agreement are for the purpose of reference only and shall
  not affect the interpretation of this Agreement.
  
   i.   Regulatory Approval.  This Agreement is
  subject to and shall not become effective until any required
  approval or non-disapproval of  the Federal Reserve Bank.
  
   j.   Resolution of disputes. With the exception of
  an action for equitable relief arising from a breach of any
  provisions of Paragraph 6 a-f, above, any controversy between
  Executive and Employer or between Executive and any employee
  of Employer arising out of or related to Executive s
  employment with Employer, including, but not limited to claims
  of race, age, gender, religious, or national origin
  discrimination under federal, state or local laws and those
  involving the construction or application of any of the terms,
  provisions or conditions of this Agreement, shall be settled
  by arbitration in accordance with the dispute resolution rules
  of the Judicial Arbitration & Mediation Service ( JAMS ), and
  judgment on the award rendered by the arbitrator(s) may be
  rendered by any court having jurisdiction thereof.  Employer
  and Executive shall share the costs of the arbitrator equally
  but shall each bear their own costs and legal fees associated
  with the arbitration.  The location of the arbitration shall
  be in San Francisco, California.
  
PAGE 11

   In the event of a breach of any of the provisions
  in Paragraph 6 of this Agreement, Executive or Employer
  shall be entitled to institute proceedings in any court of
  competent jurisdiction to obtain equitable relief,
  including, but not limited to, specific performance or an
  injunction against performance of any acts.

PAGE 12

   k.   Conflicts.  The Employer and Executive are
  aware of the Conflict of Interest provisions of Section
  87400 et. seq. of the Government Code.  To his knowledge,
  Executive has not in the past participated in any proceeding
  related to the Employer which is still outstanding within
  the meaning of Section 87401(b) of the Government Code.  The
  Employer's Boards of Directors and Executive will not in the
  future take any action that would violate Section 87400 et.
  seq. of the Government Code.
  
   IN WITNESS WHEREOF, the undersigned have hereunto
  caused this Agreement to be executed as of the day and year
  first above written.
  
  
   THE SAN FRANCISCO COMPANY
  
  
   By:  _____________________________  
                         
  
  
   BANK OF SAN FRANCISCO 
  
  
   By:  _____________________________  
                         
  
  
   EXECUTIVE:
  
  
   _________________________________   
                        
   James E. Gilleran
  
  
PAGE 13  
  
  
  
                             Joanne Haakinson
                           EMPLOYMENT AGREEMENT
                                     
  
   THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered
  into as of April ___, 1998, by and between The San Francisco
  Company (the "Company"), Bank of San Francisco (the "Bank")
  (collectively, the "Employer"), and JOANNE HAAKINSON
  ("Executive").
  
  
  R E C I T A L S:
  
   A.   The Employer desires to continue to employ
  Executive to serve as Corporate Secretary for the Company
  and Corporate Secretary, Executive Vice President and Chief
  Administrative Officer for the Bank, and the Boards of
  Directors of the Company and the Bank have approved the
  Employer's employment of Executive.
  
   B.   Executive hereby accepts such employment on the
  terms and conditions set forth in this Agreement.
  
  A G R E E M E N T:
  
   1.   Agreement to Employ.  Subject to the terms
  and conditions contained herein, the Employer hereby employs
  Executive and Executive hereby accepts employment by the
  Employer.
  
   2.   Term of Employment.  Subject to the
  provisions of  section 8, below, Executive s employment
  shall be for a period of three (3) years from the date of
  this Agreement and will end on the third anniversary of the
  date hereof (the  Third Anniversary ).  The term of this
  Agreement will be extended on the second anniversary hereof
  and will roll forward on a month-to-month basis so that
  twelve (12) months continuously remain in the Agreement term
  unless or until (A) a  Change of Control  occurs, or (B) any
  party to this Agreement notifies the other parties that it
  does not agree to extend the term of this Agreement.  Such
  written notification must be provided to all parties at
  least one (1) month in advance of termination date.  If
  Executive chooses not to extend the term of this Agreement
  and gives the applicable one (1) month notice, Executive
  will be deemed to have  voluntarily terminated  and will be
  entitled only to the benefits described in Section 9.e.,
  below.  If Employer chooses not to extend the term of this
  Agreement and gives the applicable one (1) month notice,
  Executive will be deemed to have been terminated  without
  cause  and will be entitled only to the benefits described
  in Section 9.d., below.  For purposes of this Agreement, the
  term  Change of Control  shall mean a sale to a third party
  of a majority interest in, or substantially all of the
  assets of, the Company or the Bank, but the term  Change of
  Control  shall not include (A) a transfer of shares to any
  voting trust or similar custodial arrangement, or (B) a
  transaction in which Executive participates as a principal
  or with any direct or indirect equity interest, whether
  contingent or otherwise.
  
PAGE 1  

  3.   Position and Duties/Authority of Executive. 
  During the term of this Agreement, Executive shall hold the
  positions of Corporate Secretary for the Company and
  Corporate Secretary, Executive Vice President and Chief
  Administrative Officer for the Bank.  Executive shall
  perform such additional duties and responsibilities,
  consistent with the foregoing positions as may be assigned
  to Executive from time to time by the respective Boards of
  Directors of the Employer acting with reasonable discretion
  and in accord with the scope of this Agreement.
  
   4.   Place of Employment.  Executive's principal
  place of employment shall be 550 Montgomery Street, San
  Francisco, California.  While discharging her duties and
  responsibilities hereunder, Executive may be required to
  travel from time to time and, as a result, be temporarily
  absent from her place of employment.
  
   5.   Devotion of Time to Business.  Except as
  provided below, Executive shall devote her best efforts and
  ability, and attention to the business and affairs of the
  Employer and to performing the duties and responsibilities
  set forth herein on behalf of the Employer.  Notwithstanding
  any language herein to the contrary, Executive shall be
  entitled to devote time to charitable, political and civic
  activities and speaking engagements, and Executive shall be
  permitted to serve on the boards of directors of other
  companies which do not directly compete with the Employer
  provided such activities do not have a material, adverse
  effect on Executive's performance hereunder.
  
   6.   Confidential Information/Trade Secrets.
  
   a.   In performing her duties under this
  Agreement, Executive will have access to and become
  acquainted with information concerning the Employer's
  operations, including financial, personnel, marketing, and
  other information and customer lists that are owned by the
  Employer and regularly used in the Employer's business, and
  such information is confidential and constitutes trade
  secrets of the Employer.
  
   b.   Executive will not misuse, misappropriate, or
  disclose any such trade secrets, directly or indirectly, to
  any other person, or use them in any way, except as required
  in the course of her employment hereunder.
  
   c.   The unauthorized use or disclosure of any of
  the Employer's confidential information/trade secrets
  (including without limitation information concerning current
  or future proposed work, services, or products, the fact
  that any such work, services, or products are planned, under
  consideration, or in use, and any descriptions thereof)
  constitute unfair competition.
  
PAGE 2  

   d.   Any violation by Executive of any of the
  provisions of this paragraph would result in irreparable
  injury to the Employer, and the Employer shall be entitled
  to injunctive relief to prevent or terminate such violation.
  
   e.   This paragraph shall not apply to any
  information that becomes generally known to or available for
  use by the public other than as a result of Executive's
  acts.
  
   f.   The covenants set forth in this paragraph
  shall survive termination of this Agreement for a period of
  one year; provided, however, that with respect to the
  Employer's customer lists and relationships, such period
  shall be two years.
  
   7.   Compensation to Executive.
  
   a.   Salary and Benefits.  Subject to the terms
  and conditions contained herein, throughout the term of this
  Agreement, Executive shall be entitled to receive the
  following salary and benefits from the Employer:
  
   i)   Annual Base Salary.  The Employer shall
   pay to Executive as compensation for her services an
   Annual Base Salary of One Hundred and Twenty Thousand
   Dollars ($120,000) in such intervals as other salaried
   executives of the Employer are presently paid (but in
   no case less frequently than monthly).  The Annual Base
   Salary shall be paid subject to all federal, state and
   local rules for payment, deduction and withholding of
   taxes.  The Annual Base Salary shall be reassessed
   annually by the Boards of Directors of Company and the
   Bank at which time the Boards may, in their sole
   discretion, vote to increase the Annual Base Salary.
  
   ii)  Annual Performance Bonus.  For each
   calendar year, Executive and the Boards of Directors of
   the Company and the Bank shall establish reasonable
   goals for such year performance against which will
   result in a bonus payable to Executive from 0% to 50%
   of her Annual Base Salary in cash.  With respect to the
   Bank, such goals shall be based upon positive
   performance criteria as measured by achievement of
   annually-set objectives.
  
   iii) Completion Incentive.  On the Third
   Anniversary, provided that Executive is then employed
   pursuant to this Agreement (whether or not such
   employment terminates on the Third Anniversary), the
   Employer shall pay Executive a  Completion Incentive 
   in the amount of one (1) year of the then Annual Base
   Salary, provided further, however, that (A) such
   Incentive payment shall be subject to applicable
   statutory or regulatory restrictions, and (B) no such
   Incentive payment shall be made unless the Bank and
   Company maintain a CAMEL 2 or  satisfactory  or better
   (or equivalent) regulatory rating.  If, upon payment of
   the Completion Incentive, it appears that Executive s
   employment with Employer will continue for an
   additional period of years, the parties will negotiate
   in good faith the terms of an additional retention
   bonus.
 
PAGE 3
 
   b.   Retirement Plan.  The Employer shall provide
  Executive with retirement benefits, including any Section
  401(k) Plan, under which the Employer provides retirement or
  similar benefits to the other Company or Bank employees. 
  The Company currently sponsors The San Francisco Company
  401(k) Plan.  
  
   c.   Benefits.  The Employer shall, during the
  term of this Agreement, make available to Executive the
  following:
  
   i)   insurance coverage and benefits
   according to its existing health plans;
  
   ii)  group term life insurance or other term
   life insurance in an amount equal to two (2) times
   Executive s Annual Base Salary, accidental death and
   dismemberment insurance, and long-term group disability
   insurance, and 
  
   iii) vacation of four weeks per year.
  
   d.   Expense Account.  The Employer will require
  Executive to incur travel, lodging, meal, entertainment, and
  similar expenses.  The Employer shall advance or promptly
  reimburse Executive for all expenses reasonably incurred by
  Executive in the performance of her duties for which
  Executive furnishes the Employer with adequate records and
  other documentary evidence as required by applicable federal
  and state laws and regulations.
  
   e.   Stock Options.  The Board of Directors of the
  Company has adopted an Executive Stock Option Plan (the
  "Stock Plan") under which Executive has received and may in
  the future receive option grants as a senior manager
  pursuant to the direction of the Board of Directors.
  
   f.   Other Benefits.  The Employer shall provide
  Executive with such other pension, health and welfare
  benefits as it may from time to time offer to other senior
  executives in the ordinary course of its business, or as may
  be reasonably required or necessary for her to perform her
  duties.
  
   8.   Termination.
  
   a.   Termination by the Employer for Cause.  The
  Employer may terminate Executive's employment at any time
  for "cause."  For the purpose of the Employer's termination
  of this Agreement, the term "cause" shall include any of the
  following:
 
PAGE 4
 
   i)   Adjudication of Executive's guilt in
   connection with the commission of a felony or a
   misdemeanor involving moral turpitude (excluding
   traffic violations);
  
   ii)  Good faith finding by the Employer's
   Boards of Directors of Executive's theft, conversion,
   misappropriation, or embezzlement of any assets of the
   Employer;
  
   iii) Executive's (A) habitual neglect of her
   duties, (B) failure to obey the lawful direction of the
   Boards of Directors of the Employer that do not
   contravene regulations or regulatory policies,
   guidelines, agreements or orders, or (C) conduct that
   has a direct, substantial and adverse effect on the
   Employer's reputation, in each case, after written
   notice and adequate opportunity to cure any such
   asserted neglect, failure or conduct; or 
  
   iv)  Good faith finding by the Employer's
   Boards of Directors that Executive's performance of her
   duties resulted in a material deterioration in the
   condition of the Company or the Bank, provided that
   such deterioration is not the result of conditions
   either existing on the date of Executive's employment
   or external to the Company and the Bank and beyond
   Executive's control.
  
   b.   Termination without Cause.
  
   The Employer may terminate Executive's
  employment without "cause" at any time subject only to the
  provisions of this Agreement.  A  without cause  termination
  may include, but is not limited to, a termination upon a
  Change of Control.
  
   c.   Termination for Death.  Executive's
  employment shall terminate upon Executive's death.
  
   d.   Termination for Disability.  The Employer
  may, to the extent permitted by law, terminate Executive's
  employment upon the disability of Executive.  As used
  herein, the term "disability" shall mean sickness or
  physical or mental disability that renders Executive unable
  to perform a substantial portion of her duties under this
  Agreement for an aggregate period of more than ninety (90)
  days in any twelve (12) month period except in the case of a
  pregnancy-related disability.  If Executive is prevented
  from properly performing her duties by reason of a
  pregnancy-related disability for a period of more than one
  hundred and twenty (120) days in the aggregate in any twelve
  (12) month period, then to the extent permitted by law, her
  employment shall terminate.
  
   e.   Notice of Termination.  If the Employer
  desires to terminate Executive's employment under this
  Agreement, whether or not for cause, the Employer shall
  deliver a notice of termination in writing to Executive (the
  "Notice of Termination").  The Notice of Termination shall
  specify whether the termination is (A) for cause (in which
  case the conduct of Executive or the Employer giving rise to
  the termination shall be specified), (B) for death, (C) for
  disability or (D) without cause.  The Notice of Termination
  shall specify an effective date of termination (the
  "Termination Date") on or after the date notice is given.
  
PAGE 5 

  9.   Effect of Termination.  Upon the termination of
  this Agreement by either party, the parties shall comply
  with the following obligations and duties:
  
   a.   Termination for Cause.  If the Employer
  terminates Executive's employment for cause:
  
   i)   Annual Base Salary.  The Employer shall
   on the Termination Date pay Executive Executive's
   Annual Base Salary through the Termination Date.
  
   ii)  Reimbursement Expenses.  The Employer
   shall, on the Termination Date, pay Executive all
   reimbursable expenses for which expense reports have
   been provided to the Employer in accordance with the
   Employer's policy. 
  
   iii) Annual Performance Bonus.  Executive is
   not entitled to be paid any bonus for any months served
   during the current Bonus Plan Year.  Executive is not
   eligible to receive any bonus payment if terminated for
   cause.
  
   iv)  Vesting of Stock Options.  All of the
   stock options granted to Executive which have vested
   shall be exercisable in accordance with paragraph 7.e,
   the Stock Plan, and Stock Option Agreement.
  
   b.   Termination for Death.  If Executive's
  employment is terminated as a result of Executive's death:
  
   i)   Annual Base Salary.  The Employer's
   obligation to pay Executive's salary shall terminate
   upon her death.
  
   ii)  Prorated Death Benefit.  Employer shall
   pay Executive a prorated portion of her then Annual
   Base Salary, such amount prorated based on the number
   of years of the initial three year term of employment
   which Executive has served as of the time of death,
   provided that if her death occurs during the first
   year, Employer shall pay Executive one-third of the
   then Annual Base Salary.  For example, (A) if Executive
   dies within or upon one year of employment under this
   Agreement, Employer shall pay Executive one-third of
   the then current Annual Base Salary and (B) if
   Executive dies after 18 months of employment under this
   Agreement, Employer shall pay Executive one-half of the
   then current Annual Base Salary.  If Executive dies
   after the Third Anniversary, she is not entitled to any
   payment under this section b.(ii).
  
  
PAGE 6

   iii) Reimbursable Expenses.  The Employer
   shall, within thirty (30) days following the date of
   Executive's death, pay Executive's estate all
   reimbursable expenses for which expense reports have
   been provided to the Employer in accordance with the
   Employer's policy.
  
   iv)  Annual Performance Bonus.  The Employer
   shall, within thirty (30) days following the date of
   death, pay Executive's estate Executive's Annual
   Performance Bonus at a rate of fifty percent (50%) of
   Bonus Plan prorated by the number of full months served
   during the current Bonus Plan year.
  
   v)   Vesting of Stock Options.  All of the
   stock options granted to Executive which are vested
   shall be exercisable by Executive's estate in
   accordance with paragraph 7.e, the Stock Plan, and the
   Stock Option Agreement.
  
   c.   Termination for Disability.
  
   i)   Annual Base Salary.  The Employer shall
   pay Executive Executive's Annual Base Salary through
   Termination Date.
  
   ii)  Reimbursable Expenses.  The Employer
   shall, within thirty (30) days following the
   Termination Day, pay Executive all reimbursable
   expenses for which expense reports have been provided
   to the Employer in accordance with the Employer's
   policy.
  
   iii) Annual Performance Bonus.  The Employer
   shall, within thirty (30) days following the
   Termination Date, pay Executive Executive's Annual
   Performance Bonus at a rate of fifty percent (50%) of
   Bonus Plan prorated by the number of full months served
   during the current Bonus Plan year.
  
   iv)  Vesting of Stock Options.  All of the
   stock options granted to Executive which are vested
   shall be exercisable in accordance with paragraph 7.e,
   the Stock Plan, and the Stock Option Agreement.
  
   d.   Termination without Cause.  If the Employer
  terminates Executive's employment without cause:
  
   i)   Annual Base Salary and Separation Pay. 
   The Employer shall, on the Termination Date, pay
   Executive her Annual Base Salary through the
   Termination Date.  In addition, the Employer shall, on
   the Termination Date, pay Executive an additional one
   (1) year of the then current Annual Base Salary, as
   separation pay.
  
PAGE 7

   ii)  In addition to the one (1) year
   separaton pay described in section d.(i) above, in the
   event of a termination without cause before the Third
   Anniversary, and following a Change of Control,
   Employer shall pay Executive an additional one (1) year
   of the then current Annual Base Salary.  In the event
   of a termination without cause before the Third
   Anniversary but not following a Change of Control,
   Employer shall pay Executive a prorated portion of her
   then Annual Base Salary, such amount prorated based on
   the number of years of the initial three year term of
   employment which Executive has served (Prorated
   Separation Pay), provided that if such termination
   occurs during the first year, Employer shall pay
   Executive one-third of the then Annual Base Salary. 
   For example, (A) if Executive is terminated without
   cause within or upon one year of employment under this
   Agreement, in addition to the one (1) year separation
   pay described in section d.(i), above, Employer shall
   pay Executive one-third of the then current Annual Base
   Salary and (B) if Executive is terminated without cause
   after 18 months of employment under this Agreement, in
   addition to the one (1) year separation pay described
   in section d.(i) above, Employer shall pay Executive
   one-half of the then current Annual Base Salary.  If
   Executive is terminated without cause after the Third
   Anniversary, she is not entitled to any payment under
   this section d.(ii) but shall only be entitled to the
   payment under section d.(i).
  
   iii) Reimbursable Expenses.  The Employer
   shall, within thirty (3) days following the Termination
   Date, pay Executive all reimbursable expenses for which
   expense reports have been provided to the Employer in
   accordance with the Employer's policy.
  
   iv)  Annual Performance Bonus.  The Employer
   shall, within thirty (30) days following the
   Termination Date, pay Executive Executive's Annual
   Performance Bonus at a rate of one hundred percent
   (100%) of Bonus Plan prorated by the number of full
   months served during the current Bonus Plan year.
  
   v)   Vesting of Stock Options.  All of the
   stock options granted to Executive shall be exercisable
   in accordance with paragraph 7.e, the Stock Option
   Agreement, and the Stock Plan.
  
   e.   Voluntary Termination by Executive.  If
  Executive terminates this Agreement voluntarily:
  
   i)   Annual Base Salary.  The Employer shall,
   within three (3) days following the Termination Date,
   pay Executive Executive's Annual Base Salary through
   the Termination Date.  
  
   ii)  Reimbursable Expenses.  The Employer
   shall, within thirty (30) days following the
   Termination Date, pay Executive all reimbursable
   expenses for which expense reports have been provided
   to the Employer in accordance with the Employer's
   policy.
  
  
PAGE 8

   iii) Vesting of Stock Options.  All of the
   stock options granted to Executive which have vested
   shall be exercisable in accordance with paragraph 7.e,
   the Stock Plan, and the Stock Option Agreement.
  
   10.  Indemnification of Executive.
  
   a.   Pre-Execution Actions and Events. 
  Notwithstanding any other provision to the contrary
  contained in this Agreement in addition to any rights
  Executive has under any individual indemnification
  agreements, the Employer shall indemnify, defend at its
  expense, and hold Executive entirely harmless against and
  from any claim, demand, cause of action, judgment, loss,
  liability, damage, cost or expense whatsoever, including
  without limitation reasonable attorneys' fees, which
  Executive may suffer, sustain, incur or otherwise become
  subject to either directly or indirectly as a result of any
  claim, controversy, dispute, legal action or proceeding
  whatsoever arising from actions taken by the Employer or
  events relating to the business of the Bank or the Company
  occurring prior to the execution of this Agreement.
  
   b.   Post-Execution Actions and Events. 
  Notwithstanding any other provision to the contrary
  contained in this Agreement, but subject to an individual
  indemnification agreement already approved by the Board of
  Directors on February 11, 1998, the Employer shall
  indemnify, defend at its expense, and hold Executive
  entirely harmless against and from any claim, demand, cause
  of action, judgment, loss, liability, damage, cost or
  expense whatsoever, including without limitation reasonable
  attorneys' fees, which Executive may suffer, sustain, incur
  or otherwise become subject to either directly or indirectly
  as a result of any claim, controversy, dispute, legal action
  or proceeding whatsoever arising from actions taken by the
  Employer or events relating to the business of the Bank or
  the Company occurring subsequent to the execution of this
  Agreement, other than any such claim, demand, cause of
  action, judgment, loss, liability, damage, cost or expense
  whatsoever which is directly and substantially due to
  Executive's misconduct or gross negligence.  Notwithstanding
  the foregoing, in any administrative proceeding or civil
  action initiated by any federal banking agency, the Bank or
  the Company may only reimburse, indemnify or hold harmless
  Executive if the Bank is in compliance with any applicable
  statute, rule, regulation or policy of the Federal Deposit
  Insurance Corporation, Federal Reserve Board, or the
  California Department of Financial Institutions regarding
  permissible indemnification payments.
  
   c.   Payment of expenses.  In the event the
  Employer is obligated hereunder to defend and indemnify
  Executive and in the event Executive is required to retain
  independent legal counsel, other experts or professionals or
  should incur any cost herself in connection with Paragraph
  10.b. above, the Employer shall promptly pay such expenses
  as incurred.
  
PAGE 9

   d.   Survival of Indemnification.  The obligations
  of the Employer under this paragraph 10 to indemnify
  Executive shall survive the expiration or termination of
  this Agreement.
  
   11.  Insurance.  The Employer agrees to make reasonable
  efforts to maintain director's and officer's liability
  insurance in an amount of not less than $5,000,000 for each
  occurrence for the benefit of Executive. 
  
   12.  General provisions.
  
   a.   Binding on Successors.  Subject to any
  restrictions stated in any other provision of this
  Agreement, this Agreement shall be binding on and shall
  inure to the benefit of the parties and their respective
  successors and assigns.
  
   b.   Partial Invalidity/Severability.  Should any
  of the provisions of this Agreement be held to be invalid or
  unenforceable, such invalidity or unenforceability shall not
  affect the validity or enforceability of any other provision
  of this Agreement.
  
   c.   Entire Agreement.  This Agreement contains
  the entire agreement between the parties with respect to the
  subject matter of this Agreement and supersedes all prior
  oral or written understandings and agreements, excluding the
  Stock Option Plan, the Stock Option Agreement and any
  individual indemnification agreement.
  
   d.   Amendments; Waivers.  No provision of this
  Agreement may be changed, waived, modified, discharged or
  terminated, except by a written instrument executed by the
  parties hereto.
  
   e.   Notices.  Any notice to be given under this
  Agreement shall be in writing and shall be deemed effective
  only when hand-delivered or when delivered by overnight
  courier, or three (3) days after the date postmarked if sent
  by certified or registered mail, postage prepaid, return
  receipt requested, addressed as follows:
  
   If to the Employer:
  
   The San Francisco Company &
   Bank of San Francisco
   550 Montgomery Street
   San Francisco, California 94111
   Attn:  Boards of Directors
  
   If to Executive:
  
             Joanne Haakinson
             41 Winfield Street
             San Francisco, CA  94110
  
PAGE 10

   f.   Attorney's Fees and Costs.  The Employer
  shall bear all of the costs and expenses, including
  attorney's fees, incurred by both parties in the negotiation
  and drafting of this Agreement.  In the event of a dispute
  regarding this Agreement, the prevailing party in any
  arbitration or litigation shall be entitled to its
  reasonable legal fees and costs.
  
   g.   Governing Law.  This Agreement shall be
  construed and enforced in accordance with the laws of the
  State of California.
  
   h.   Title and Headings.  Title and headings to
  paragraphs, subparagraphs and sub-subparagraphs of this
  Agreement are for the purpose of reference only and shall
  not affect the interpretation of this Agreement.
  
   i.   Regulatory Approval.  This Agreement is
  subject to and shall not become effective until any required
  approval or non-disapproval of  the Federal Reserve Bank.
  
   j.   Resolution of disputes. With the exception of
  an action for equitable relief arising from a breach of any
  provisions of Paragraph 6 a-f, above, any controversy between
  Executive and Employer or between Executive and any employee
  of Employer arising out of or related to Executive s
  employment with Employer, including, but not limited to claims
  of race, age, gender, religious, or national origin
  discrimination under federal, state or local laws and those
  involving the construction or application of any of the terms,
  provisions or conditions of this Agreement, shall be settled
  by arbitration in accordance with the dispute resolution rules
  of the Judicial Arbitration & Mediation Service ( JAMS ), and
  judgment on the award rendered by the arbitrator(s) may be
  rendered by any court having jurisdiction thereof.  Employer
  and Executive shall share the costs of the arbitrator equally
  but shall each bear their own costs and legal fees associated
  with the arbitration.  The location of the arbitration shall
  be in San Francisco, California.
  
   In the event of a breach of any of the provisions
  in Paragraph 6 of this Agreement, Executive or Employer
  shall be entitled to institute proceedings in any court of
  competent jurisdiction to obtain equitable relief,
  including, but not limited to, specific performance or an
  injunction against performance of any acts.
  
   IN WITNESS WHEREOF, the undersigned have hereunto
  caused this Agreement to be executed as of the day and year
  first above written.
  
  
   THE SAN FRANCISCO COMPANY
  
  
   By:  _____________________________  
                         
PAGE 11  
  
   BANK OF SAN FRANCISCO 
  
  
   By:  _____________________________  
                         
  
  
   EXECUTIVE:
  
  
   _________________________________   
                        
   Joanne Haakinson
  
  
  PAGE 12
  
                             John F. McGrath
                          EMPLOYMENT AGREEMENT
                                     
  
   THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered
  into as of April ___, 1998, by and between The San Francisco
  Company (the "Company"), Bank of San Francisco (the "Bank")
  (collectively, the "Employer"), and JOHN F. MCGRATH
  ("Executive").
  
  
  R E C I T A L S:
  
   A.   The Employer desires to continue to employ
  Executive to serve as President, Chief Operating Officer,
  Chief Credit Officer and Director of the Company and the
  Bank, and the Boards of Directors of the Company and the
  Bank have approved the Employer's employment of Executive.
  
   B.   Executive hereby accepts such employment on the
  terms and conditions set forth in this Agreement.
  
  A G R E E M E N T:
  
   1.   Agreement to Employ.  Subject to the terms
  and conditions contained herein, the Employer hereby employs
  Executive and Executive hereby accepts employment by the
  Employer.
  
   2.   Term of Employment.  Subject to the
  provisions of  section 8, below, Executive s employment
  shall be for a period of three (3) years from the date of
  this Agreement and will end on the third anniversary of the
  date hereof (the  Third Anniversary ).  The term of this
  Agreement will be extended on the second anniversary hereof
  and will roll forward on a month-to-month basis so that
  twelve (12) months continuously remain in the Agreement term
  unless or until (A) a  Change of Control  occurs, or (B) any
  party to this Agreement notifies the other parties that it
  does not agree to extend the term of this Agreement.  Such
  written notification must be provided to all parties at
  least one (1) month in advance of termination date.  If
  Executive chooses not to extend the term of this Agreement
  and gives the applicable one (1) month notice, Executive
  will be deemed to have  voluntarily terminated  and will be
  entitled only to the benefits described in Section 9.e.,
  below.  If Employer chooses not to extend the term of this
  Agreement and gives the applicable one (1) month notice,
  Executive will be deemed to have been terminated  without
  cause  and will be entitled only to the benefits described
  in Section 9.d., below.  For purposes of this Agreement, the
  term  Change of Control  shall mean a sale to a third party
  of a majority interest in, or substantially all of the
  assets of, the Company or the Bank, but the term  Change of
  Control  shall not include (A) a transfer of shares to any
  voting trust or similar custodial arrangement, or (B) a
  transaction in which Executive participates as a principal
  or with any direct or indirect equity interest, whether
  contingent or otherwise.
  
PAGE 1

   3.   Position and Duties/Authority of Executive. 
  During the term of this Agreement, Executive shall hold the
  positions of President, Chief Operating Officer, Chief
  Credit Officer and Director of the Company and the Bank. 
  Executive shall perform such additional duties and
  responsibilities, consistent with the foregoing positions as
  may be assigned to Executive from time to time by the
  respective Boards of Directors of the Employer acting with
  reasonable discretion and in accord with the scope of this
  Agreement.
  
   4.   Place of Employment.  Executive's principal
  place of employment shall be 550 Montgomery Street, San
  Francisco, California.  While discharging his duties and
  responsibilities hereunder, Executive may be required to
  travel from time to time and, as a result, be temporarily
  absent from his place of employment.
  
   5.   Devotion of Time to Business.  Except as
  provided below, Executive shall devote his best efforts and
  ability, and attention to the business and affairs of the
  Employer and to performing the duties and responsibilities
  set forth herein on behalf of the Employer.  Notwithstanding
  any language herein to the contrary, Executive shall be
  entitled to devote time to charitable, political and civic
  activities and speaking engagements, and Executive shall be
  permitted to serve on the boards of directors of other
  companies which do not directly compete with the Employer
  provided such activities do not have a material, adverse
  effect on Executive's performance hereunder.
  
   6.   Confidential Information/Trade Secrets.
  
   a.   In performing his duties under this
  Agreement, Executive will have access to and become
  acquainted with information concerning the Employer's
  operations, including financial, personnel, marketing, and
  other information and customer lists that are owned by the
  Employer and regularly used in the Employer's business, and
  such information is confidential and constitutes trade
  secrets of the Employer.
  
   b.   Executive will not misuse, misappropriate, or
  disclose any such trade secrets, directly or indirectly, to
  any other person, or use them in any way, except as required
  in the course of his employment hereunder.
  
   c.   The unauthorized use or disclosure of any of
  the Employer's confidential information/trade secrets
  (including without limitation information concerning current
  or future proposed work, services, or products, the fact
  that any such work, services, or products are planned, under
  consideration, or in use, and any descriptions thereof)
  constitute unfair competition.
  
PAGE 2

   d.   Any violation by Executive of any of the
  provisions of this paragraph would result in irreparable
  injury to the Employer, and the Employer shall be entitled
  to injunctive relief to prevent or terminate such violation.
  
   e.   This paragraph shall not apply to any
  information that becomes generally known to or available for
  use by the public other than as a result of Executive's
  acts.
  
   f.   The covenants set forth in this paragraph
  shall survive termination of this Agreement for a period of
  one year; provided, however, that with respect to the
  Employer's customer lists and relationships, such period
  shall be two years.
  
   7.   Compensation to Executive.
  
   a.   Salary and Benefits.  Subject to the terms
  and conditions contained herein, throughout the term of this
  Agreement, Executive shall be entitled to receive the
  following salary and benefits from the Employer:
  
   i)   Annual Base Salary.  The Employer shall
   pay to Executive as compensation for his services an
   Annual Base Salary of One Hundred and Seventy Thousand
   Dollars ($170,000) in such intervals as other salaried
   executives of the Employer are presently paid (but in
   no case less frequently than monthly).  The Annual Base
   Salary shall be paid subject to all federal, state and
   local rules for payment, deduction and withholding of
   taxes.  The Annual Base Salary shall be reassessed
   annually by the Boards of Directors of Company and the
   Bank at which time the Boards may, in their sole
   discretion, vote to increase the Annual Base Salary.
  
   ii)  Annual Performance Bonus.  For each
   calendar year, Executive and the Boards of Directors of
   the Company and the Bank shall establish reasonable
   goals for such year performance against which will
   result in a bonus payable to Executive from 0% to 100%
   of his Annual Base Salary in cash.  With respect to the
   Bank, such goals shall be based upon positive
   performance criteria as measured by achievement of
   annually-set objectives.
  
   iii) Completion Incentive.  On the Third
   Anniversary, provided that Executive is then employed
   pursuant to this Agreement (whether or not such
   employment terminates on the Third Anniversary), the
   Employer shall pay Executive a  Completion Incentive 
   in the amount of one (1) year of the then Annual Base
   Salary, provided further, however, that (A) such
   Incentive payment shall be subject to applicable
   statutory or regulatory restrictions, and (B) no such
   Incentive payment shall be made unless the Bank and
   Company maintain a CAMEL 2 or  satisfactory  or better
   (or equivalent) regulatory rating.  If, upon payment of
   the Completion Incentive, it appears that Executive s
   employment with Employer will continue for an
   additional period of years, the parties will negotiate
   in good faith the terms of an additional retention
   bonus.
  
PAGE 3

   b.   Retirement Plan.  The Employer shall provide
  Executive with retirement benefits, including any Section
  401(k) Plan, under which the Employer provides retirement or
  similar benefits to the other Company or Bank employees. 
  The Company currently sponsors The San Francisco Company
  401(k) Plan.  
  
   c.   Benefits.  The Employer shall, during the
  term of this Agreement, make available to Executive the
  following:
  
   i)   insurance coverage and benefits
   according to its existing health plans;
  
   ii)  group term life insurance or other term
   life insurance in an amount equal to four (4) times
   Executive s Annual Base Salary, accidental death and
   dismemberment insurance, and long-term group disability
   insurance, and 
  
   iii) vacation of four weeks per year.
  
   d.   Expense Account.  The Employer will require
  Executive to incur travel, lodging, meal, entertainment, and
  similar expenses.  The Employer shall advance or promptly
  reimburse Executive for all expenses reasonably incurred by
  Executive in the performance of his duties for which
  Executive furnishes the Employer with adequate records and
  other documentary evidence as required by applicable federal
  and state laws and regulations.
  
   e.   Stock Options.
  
   i)   The Board of Directors of the Company
   has adopted an Executive Stock Option Plan (the "Stock
   Plan") under which Executive has received anti-dilutive
   options to purchase shares of the Company's Class A
   Common Stock and for which there is a separate Stock
   Option Agreement.  Two-thirds of these options have
   vested and one-third of these options is scheduled to
   vest on November 27, 1998.
  
   ii)  Additional options (the "anti-dilution
   options") shall be granted to Executive from time to
   time at the then current fair market value and in such
   amounts as to assure that Executive's anti-dilutive
   options and shares previously issued to Executive upon
   the exercise of such options will comprise not less
   than one percent (1%) of the fully diluted number of
   shares of all classes of the Company's Common Stock
   (i.e., the sum of the number of shares of all classes
   of Common Stock issued and outstanding, plus the number
   of shares of all classes of Common Stock subject to
   options, warrants, conversion rights and all other
   outstanding rights to purchase any class of shares of
   Common Stock).  Such additional options shall be
   granted at the fair market value at the date of grant
   and shall be calculated pursuant to the methodology
   adopted by the Board of Directors of the Company at its
   February 11, 1998, meeting.  Vested options granted on
   account of options, warrants, conversion rights or
   other rights to purchase Common Stock shall not be
   exercisable unless and until Common Stock is issued
   upon the exercise of such rights.  The Company shall
   have no obligation to grant Executive any antidilution
   options with respect to any dilutive events occurring
   after the completion of the next public offering by the
   Company of its Common Stock.
  
PAGE 4

   iii) In addition to the anti-dilutive options
   referred to in sections 7e i) and ii), above, the
   Company s Board of Directors may, in its sole
   discretion, award Executive additional options under
   the Stock Plan not subject to anti-dilutive treatment.
  
   f.   Other Benefits.  The Employer shall provide
  Executive with such other pension, health and welfare
  benefits as it may from time to time offer to other senior
  executives in the ordinary course of its business, or as may
  be reasonably required or necessary for him to perform his
  duties.
  
   8.   Termination.
  
   a.   Termination by the Employer for Cause.  The
  Employer may terminate Executive's employment at any time
  for "cause."  For the purpose of the Employer's termination
  of this Agreement, the term "cause" shall include any of the
  following:
  
   i)   Adjudication of Executive's guilt in
   connection with the commission of a felony or a
   misdemeanor involving moral turpitude (excluding
   traffic violations);
  
   ii)  Good faith finding by the Employer's
   Boards of Directors of Executive's theft, conversion,
   misappropriation, or embezzlement of any assets of the
   Employer;
  
   iii) Executive's (A) habitual neglect of his
   duties, (B) failure to obey the lawful direction of the
   Boards of Directors of the Employer that do not
   contravene regulations or regulatory policies,
   guidelines, agreements or orders, or (C) conduct that
   has a direct, substantial and adverse effect on the
   Employer's reputation, in each case, after written
   notice and adequate opportunity to cure any such
   asserted neglect, failure or conduct; or 
  
   iv)  Good faith finding by the Employer's
   Boards of Directors that Executive's performance of his
   duties resulted in a material deterioration in the
   condition of the Company or the Bank, provided that
   such deterioration is not the result of conditions
   either existing on the date of Executive's employment
   or external to the Company and the Bank and beyond
   Executive's control.
  
PAGE 5

   b.   Termination without Cause.
  
   The Employer may terminate Executive's
  employment without "cause" at any time subject only to the
  provisions of this Agreement.  A  without cause  termination
  may include, but is not limited to, a termination upon a
  Change of Control.
  
   c.   Termination for Death.  Executive's
  employment shall terminate upon Executive's death.
  
   d.   Termination for Disability.  The Employer
  may, to the extent permitted by law, terminate Executive's
  employment upon the disability of Executive.  As used
  herein, the term "disability" shall mean sickness or
  physical or mental disability that renders Executive unable
  to perform a substantial portion of his duties under this
  Agreement for an aggregate period of more than ninety (90)
  days in any twelve (12) month period.
  
   e.   Notice of Termination.  If the Employer
  desires to terminate Executive's employment under this
  Agreement, whether or not for cause, the Employer shall
  deliver a notice of termination in writing to Executive (the
  "Notice of Termination").  The Notice of Termination shall
  specify whether the termination is (A) for cause (in which
  case the conduct of Executive or the Employer giving rise to
  the termination shall be specified), (B) for death, (C) for
  disability or (D) without cause.  The Notice of Termination
  shall specify an effective date of termination (the
  "Termination Date") on or after the date notice is given.
  
   9.   Effect of Termination.  Upon the termination of
  this Agreement by either party, the parties shall comply
  with the following obligations and duties:
  
   a.   Termination for Cause.  If the Employer
  terminates Executive's employment for cause:
  
   i)   Annual Base Salary.  The Employer shall
   on the Termination Date pay Executive Executive's
   Annual Base Salary through the Termination Date.
  
   ii)  Reimbursement Expenses.  The Employer
   shall, on the Termination Date, pay Executive all
   reimbursable expenses for which expense reports have
   been provided to the Employer in accordance with the
   Employer's policy. 
  
PAGE 6

   iii) Annual Performance Bonus.  Executive is
   not entitled to be paid any bonus for any months served
   during the current Bonus Plan Year.  Executive is not
   eligible to receive any bonus payment if terminated for
   cause.
  
   iv)  Vesting of Stock Options.  All of the
   stock options granted to Executive which have vested
   shall be exercisable in accordance with paragraph 7.e,
   the Stock Plan, and Stock Option Agreement.
  
   b.   Termination for Death.  If Executive's
  employment is terminated as a result of Executive's death:
  
   i)   Annual Base Salary.  The Employer's
   obligation to pay Executive's salary shall terminate
   upon his death.
  
   ii)  Reimbursable Expenses.  The Employer
   shall, within thirty (30) days following the date of
   Executive's death, pay Executive's estate all
   reimbursable expenses for which expense reports have
   been provided to the Employer in accordance with the
   Employer's policy.
  
   iii) Annual Performance Bonus.  The Employer
   shall, within thirty (30) days following the date of
   death, pay Executive's estate Executive's Annual
   Performance Bonus at a rate of fifty percent (50%) of
   Bonus Plan prorated by the number of full months served
   during the current Bonus Plan year.
  
   iv)  Vesting of Stock Options.  All of the
   stock options granted to Executive which are vested
   shall be exercisable by Executive's estate in
   accordance with paragraph 7.e, the Stock Plan, and the
   Stock Option Agreement.
  
   c.   Termination for Disability.
  
   i)   Annual Base Salary.  The Employer shall
   pay Executive Executive's Annual Base Salary through
   Termination Date.
  
   ii)  Reimbursable Expenses.  The Employer
   shall, within thirty (30) days following the
   Termination Day, pay Executive all reimbursable
   expenses for which expense reports have been provided
   to the Employer in accordance with the Employer's
   policy.
  
   iii) Annual Performance Bonus.  The Employer
   shall, within thirty (30) days following the
   Termination Date, pay Executive Executive's Annual
   Performance Bonus at a rate of fifty percent (50%) of
   Bonus Plan prorated by the number of full months served
   during the current Bonus Plan year.
  
PAGE 7

   iv)  Vesting of Stock Options.  All of the
   stock options granted to Executive which are vested
   shall be exercisable in accordance with paragraph 7.e,
   the Stock Plan, and the Stock Option Agreement.
  
   d.   Termination without Cause.  If the Employer
  terminates Executive's employment without cause:
  
   i)   Annual Base Salary and Separation Pay. 
   The Employer shall, on the Termination Date, pay
   Executive his Annual Base Salary through the
   Termination Date.  In addition, the Employer shall, on
   the Termination Date, pay Executive an additional one
   (1) year of the then current Annual Base Salary, as
   separation pay.
  
   ii)  In addition to the one (1) year
   separaton pay described in section d.(i) above, in the
   event of a termination without cause before the Third
   Anniversary, and following a Change of Control,
   Employer shall pay Executive an additional one (1) year
   of the then current Annual Base Salary.  In the event
   of a termination without cause before the Third
   Anniversary but not following a Change of Control,
   Employer shall pay Executive a prorated portion of his
   then Annual Base Salary, such amount prorated based on
   the number of years of the initial three year term of
   employment which Executive has served (Prorated
   Separation Pay), provided that if such termination
   occurs during the first year, Employer shall pay
   Executive one-third of the then Annual Base Salary. 
   For example, (A) if Executive is terminated without
   cause within or upon one year of employment under this
   Agreement, in addition to the one (1) year separation
   pay described in section d.(i), above, Employer shall
   pay Executive one-third of the then current Annual Base
   Salary and (B) if Executive is terminated without cause
   after 18 months of employment under this Agreement, in
   addition to the one (1) year separation pay described
   in section d.(i) above, Employer shall pay Executive
   one-half of the then current Annual Base Salary.  If
   Executive is terminated without cause after the Third
   Anniversary, he is not entitled to any payment under
   this section d.(ii) but shall only be entitled to the
   payment under section d.(i).
  
   iii) Reimbursable Expenses.  The Employer
   shall, within thirty (3) days following the Termination
   Date, pay Executive all reimbursable expenses for which
   expense reports have been provided to the Employer in
   accordance with the Employer's policy.
  
   iv)  Annual Performance Bonus.  The Employer
   shall, within thirty (30) days following the
   Termination Date, pay Executive Executive's Annual
   Performance Bonus at a rate of one hundred percent
   (100%) of Bonus Plan prorated by the number of full
   months served during the current Bonus Plan year.
  
PAGE 8

   v)   Vesting of Stock Options.  All of the
   stock options granted to Executive shall be exercisable
   in accordance with paragraph 7.e, the Stock Option
   Agreement, and the Stock Plan.
  
   e.   Voluntary Termination by Executive.  If
  Executive terminates this Agreement voluntarily:
  
   i)   Annual Base Salary.  The Employer shall,
   within three (3) days following the Termination Date,
   pay Executive Executive's Annual Base Salary through
   the Termination Date.  
  
   ii)  Reimbursable Expenses.  The Employer
   shall, within thirty (30) days following the
   Termination Date, pay Executive all reimbursable
   expenses for which expense reports have been provided
   to the Employer in accordance with the Employer's
   policy.
  
   iii) Vesting of Stock Options.  All of the
   stock options granted to Executive which have vested
   shall be exercisable in accordance with paragraph 7.e,
   the Stock Plan, and the Stock Option Agreement.
  
   10.  Indemnification of Executive.
  
   a.   Pre-Execution Actions and Events. 
  Notwithstanding any other provision to the contrary
  contained in this Agreement in addition to any rights
  Executive has under any individual indemnification
  agreements, the Employer shall indemnify, defend at its
  expense, and hold Executive entirely harmless against and
  from any claim, demand, cause of action, judgment, loss,
  liability, damage, cost or expense whatsoever, including
  without limitation reasonable attorneys' fees, which
  Executive may suffer, sustain, incur or otherwise become
  subject to either directly or indirectly as a result of any
  claim, controversy, dispute, legal action or proceeding
  whatsoever arising from actions taken by the Employer or
  events relating to the business of the Bank or the Company
  occurring prior to the execution of this Agreement.
  
   b.   Post-Execution Actions and Events. 
  Notwithstanding any other provision to the contrary
  contained in this Agreement, but subject to an individual
  indemnification agreement already approved by the Board of
  Directors on February 11, 1998, the Employer shall
  indemnify, defend at its expense, and hold Executive
  entirely harmless against and from any claim, demand, cause
  of action, judgment, loss, liability, damage, cost or
  expense whatsoever, including without limitation reasonable
  attorneys' fees, which Executive may suffer, sustain, incur
  or otherwise become subject to either directly or indirectly
  as a result of any claim, controversy, dispute, legal action
  or proceeding whatsoever arising from actions taken by the
  Employer or events relating to the business of the Bank or
  the Company occurring subsequent to the execution of this
  Agreement, other than any such claim, demand, cause of
  action, judgment, loss, liability, damage, cost or expense
  whatsoever which is directly and substantially due to
  Executive's misconduct or gross negligence.  Notwithstanding
  the foregoing, in any administrative proceeding or civil
  action initiated by any federal banking agency, the Bank or
  the Company may only reimburse, indemnify or hold harmless
  Executive if the Bank is in compliance with any applicable
  statute, rule, regulation or policy of the Federal Deposit
  Insurance Corporation, Federal Reserve Board, or the
  California Department of Financial Institutions regarding
  permissible indemnification payments.
  
PAGE 9

   c.   Payment of expenses.  In the event the
  Employer is obligated hereunder to defend and indemnify
  Executive and in the event Executive is required to retain
  independent legal counsel, other experts or professionals or
  should incur any cost himself in connection with Paragraph
  10.b. above, the Employer shall promptly pay such expenses
  as incurred.
  
   d.   Survival of Indemnification.  The obligations
  of the Employer under this paragraph 10 to indemnify
  Executive shall survive the expiration or termination of
  this Agreement.
  
   11.  Insurance.  The Employer agrees to make reasonable
  efforts to maintain director's and officer's liability
  insurance in an amount of not less than $5,000,000 for each
  occurrence for the benefit of Executive. 
  
   12.  General provisions.
  
   a.   Binding on Successors.  Subject to any
  restrictions stated in any other provision of this
  Agreement, this Agreement shall be binding on and shall
  inure to the benefit of the parties and their respective
  successors and assigns.
  
   b.   Partial Invalidity/Severability.  Should any
  of the provisions of this Agreement be held to be invalid or
  unenforceable, such invalidity or unenforceability shall not
  affect the validity or enforceability of any other provision
  of this Agreement.
  
   c.   Entire Agreement.  This Agreement contains
  the entire agreement between the parties with respect to the
  subject matter of this Agreement and supersedes all prior
  oral or written understandings and agreements, excluding the
  Stock Option Plan, the Stock Option Agreement and any
  individual indemnification agreement.
  
   d.   Amendments; Waivers.  No provision of this
  Agreement may be changed, waived, modified, discharged or
  terminated, except by a written instrument executed by the
  parties hereto.
  
   e.   Notices.  Any notice to be given under this
  Agreement shall be in writing and shall be deemed effective
  only when hand-delivered or when delivered by overnight
  courier, or three (3) days after the date postmarked if sent
  by certified or registered mail, postage prepaid, return
  receipt requested, addressed as follows:
  
PAGE 10

   If to the Employer:
  
   The San Francisco Company &
   Bank of San Francisco
   550 Montgomery Street
   San Francisco, California 94111
   Attn:  Boards of Directors
  
   If to Executive:
  
             John F. McGrath
             470 Crocker Road
             Sacramento, CA  95864
  
   f.   Attorney's Fees and Costs.  The Employer
  shall bear all of the costs and expenses, including
  attorney's fees, incurred by both parties in the negotiation
  and drafting of this Agreement.  In the event of a dispute
  regarding this Agreement, the prevailing party in any
  arbitration or litigation shall be entitled to its
  reasonable legal fees and costs.
  
   g.   Governing Law.  This Agreement shall be
  construed and enforced in accordance with the laws of the
  State of California.
  
   h.   Title and Headings.  Title and headings to
  paragraphs, subparagraphs and sub-subparagraphs of this
  Agreement are for the purpose of reference only and shall
  not affect the interpretation of this Agreement.
  
   i.   Regulatory Approval.  This Agreement is
  subject to and shall not become effective until any required
  approval or non-disapproval of  the Federal Reserve Bank.
  
   j.   Resolution of disputes. With the exception of
  an action for equitable relief arising from a breach of any
  provisions of Paragraph 6 a-f, above, any controversy between
  Executive and Employer or between Executive and any employee
  of Employer arising out of or related to Executive s
  employment with Employer, including, but not limited to claims
  of race, age, gender, religious, or national origin
  discrimination under federal, state or local laws and those
  involving the construction or application of any of the terms,
  provisions or conditions of this Agreement, shall be settled
  by arbitration in accordance with the dispute resolution rules
  of the Judicial Arbitration & Mediation Service ( JAMS ), and
  judgment on the award rendered by the arbitrator(s) may be
  rendered by any court having jurisdiction thereof.  Employer
  and Executive shall share the costs of the arbitrator equally
  but shall each bear their own costs and legal fees associated
  with the arbitration.  The location of the arbitration shall
  be in San Francisco, California.
  
PAGE 11

   In the event of a breach of any of the provisions
  in Paragraph 6 of this Agreement, Executive or Employer
  shall be entitled to institute proceedings in any court of
  competent jurisdiction to obtain equitable relief,
  including, but not limited to, specific performance or an
  injunction against performance of any acts.
  
  
   IN WITNESS WHEREOF, the undersigned have hereunto
  caused this Agreement to be executed as of the day and year
  first above written.
  
  
   THE SAN FRANCISCO COMPANY
  
  
   By:  _____________________________  
                         
  
  
   BANK OF SAN FRANCISCO 
  
  
   By:  _____________________________  
                         
  
  
   EXECUTIVE:
  
  
   _________________________________   
                        
   John F. McGrath
  
  
PAGE 12  
  
  
                              Keary Colwell
                           EMPLOYMENT AGREEMENT
                                     
  
   THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered
  into as of April ___, 1998, by and between The San Francisco
  Company (the "Company"), Bank of San Francisco (the "Bank")
  (collectively, the "Employer"), and Keary Colwell
  ("Executive").
  
  
  R E C I T A L S:
  
   A.   The Employer desires to continue to employ
  Executive to serve as Executive Vice President and Chief
  Financial Officer for the Company and the Bank, and the
  Boards of Directors of the Company and the Bank have
  approved the Employer's employment of Executive.
  
   B.   Executive hereby accepts such employment on the
  terms and conditions set forth in this Agreement.
  
  A G R E E M E N T:
  
   1.   Agreement to Employ.  Subject to the terms
  and conditions contained herein, the Employer hereby employs
  Executive and Executive hereby accepts employment by the
  Employer.
  
   2.   Term of Employment.  Subject to the
  provisions of  section 8, below, Executive s employment
  shall be for a period of three (3) years from the date of
  this Agreement and will end on the third anniversary of the
  date hereof (the  Third Anniversary ).  The term of this
  Agreement will be extended on the second anniversary hereof
  and will roll forward on a month-to-month basis so that
  twelve (12) months continuously remain in the Agreement term
  unless or until (A) a  Change of Control  occurs, or (B) any
  party to this Agreement notifies the other parties that it
  does not agree to extend the term of this Agreement.  Such
  written notification must be provided to all parties at
  least one (1) month in advance of termination date.  If
  Executive chooses not to extend the term of this Agreement
  and gives the applicable one (1) month notice, Executive
  will be deemed to have  voluntarily terminated  and will be
  entitled only to the benefits described in Section 9.e.,
  below.  If Employer chooses not to extend the term of this
  Agreement and gives the applicable one (1) month notice,
  Executive will be deemed to have been terminated  without
  cause  and will be entitled only to the benefits described
  in Section 9.d., below.  For purposes of this Agreement, the
  term  Change of Control  shall mean a sale to a third party
  of a majority interest in, or substantially all of the
  assets of, the Company or the Bank, but the term  Change of
  Control  shall not include (A) a transfer of shares to any
  voting trust or similar custodial arrangement, or (B) a
  transaction in which Executive participates as a principal
  or with any direct or indirect equity interest, whether
  contingent or otherwise.
  
PAGE 1

   3.   Position and Duties/Authority of Executive. 
  During the term of this Agreement, Executive shall hold the
  positions of Executive Vice President and Chief Financial
  Officer for the Company and the Bank.  Executive shall
  perform such additional duties and responsibilities,
  consistent with the foregoing positions as may be assigned
  to Executive from time to time by the respective Boards of
  Directors of the Employer acting with reasonable discretion
  and in accord with the scope of this Agreement.
  
   4.   Place of Employment.  Executive's principal
  place of employment shall be 550 Montgomery Street, San
  Francisco, California.  While discharging her duties and
  responsibilities hereunder, Executive may be required to
  travel from time to time and, as a result, be temporarily
  absent from her place of employment.
  
   5.   Devotion of Time to Business.  Except as
  provided below, Executive shall devote her best efforts and
  ability, and attention to the business and affairs of the
  Employer and to performing the duties and responsibilities
  set forth herein on behalf of the Employer.  Notwithstanding
  any language herein to the contrary, Executive shall be
  entitled to devote time to charitable, political and civic
  activities and speaking engagements, and Executive shall be
  permitted to serve on the boards of directors of other
  companies which do not directly compete with the Employer
  provided such activities do not have a material, adverse
  effect on Executive's performance hereunder.
  
   6.   Confidential Information/Trade Secrets.
  
   a.   In performing her duties under this
  Agreement, Executive will have access to and become
  acquainted with information concerning the Employer's
  operations, including financial, personnel, marketing, and
  other information and customer lists that are owned by the
  Employer and regularly used in the Employer's business, and
  such information is confidential and constitutes trade
  secrets of the Employer.
  
   b.   Executive will not misuse, misappropriate, or
  disclose any such trade secrets, directly or indirectly, to
  any other person, or use them in any way, except as required
  in the course of her employment hereunder.
  
   c.   The unauthorized use or disclosure of any of
  the Employer's confidential information/trade secrets
  (including without limitation information concerning current
  or future proposed work, services, or products, the fact
  that any such work, services, or products are planned, under
  consideration, or in use, and any descriptions thereof)
  constitute unfair competition.
  
   d.   Any violation by Executive of any of the
  provisions of this paragraph would result in irreparable
  injury to the Employer, and the Employer shall be entitled
  to injunctive relief to prevent or terminate such violation.
  
PAGE 2

   e.   This paragraph shall not apply to any
  information that becomes generally known to or available for
  use by the public other than as a result of Executive's
  acts.
  
   f.   The covenants set forth in this paragraph
  shall survive termination of this Agreement for a period of
  one year; provided, however, that with respect to the
  Employer's customer lists and relationships, such period
  shall be two years.
  
   7.   Compensation to Executive.
  
   a.   Salary and Benefits.  Subject to the terms
  and conditions contained herein, throughout the term of this
  Agreement, Executive shall be entitled to receive the
  following salary and benefits from the Employer:
  
   i)   Annual Base Salary.  The Employer shall
   pay to Executive as compensation for her services an
   Annual Base Salary of One Hundred and Twenty Thousand
   Dollars ($120,000) in such intervals as other salaried
   executives of the Employer are presently paid (but in
   no case less frequently than monthly).  The Annual Base
   Salary shall be paid subject to all federal, state and
   local rules for payment, deduction and withholding of
   taxes.  The Annual Base Salary shall be reassessed
   annually by the Boards of Directors of Company and the
   Bank at which time the Boards may, in their sole
   discretion, vote to increase the Annual Base Salary.
  
   ii)  Annual Performance Bonus.  For each
   calendar year, Executive and the Boards of Directors of
   the Company and the Bank shall establish reasonable
   goals for such year performance against which will
   result in a bonus payable to Executive from 0% to 50%
   of her Annual Base Salary in cash.  With respect to the
   Bank, such goals shall be based upon positive
   performance criteria as measured by achievement of
   annually-set objectives.
  
   iii) Completion Incentive.  On the Third
   Anniversary, provided that Executive is then employed
   pursuant to this Agreement (whether or not such
   employment terminates on the Third Anniversary), the
   Employer shall pay Executive a  Completion Incentive 
   in the amount of one (1) year of the then Annual Base
   Salary, provided further, however, that (A) such
   Incentive payment shall be subject to applicable
   statutory or regulatory restrictions, and (B) no such
   Incentive payment shall be made unless the Bank and
   Company maintain a CAMEL 2 or  satisfactory  or better
   (or equivalent) regulatory rating.  If, upon payment of
   the Completion Incentive, it appears that Executive s
   employment with Employer will continue for an
   additional period of years, the parties will negotiate
   in good faith the terms of an additional retention
   bonus.
  
PAGE 3

   b.   Retirement Plan.  The Employer shall provide
  Executive with retirement benefits, including any Section
  401(k) Plan, under which the Employer provides retirement or
  similar benefits to the other Company or Bank employees. 
  The Company currently sponsors The San Francisco Company
  401(k) Plan.  
  
   c.   Benefits.  The Employer shall, during the
  term of this Agreement, make available to Executive the
  following:
  
   i)   insurance coverage and benefits
   according to its existing health plans;
  
   ii)  group term life insurance or other term
   life insurance in an amount equal to two (2) times
   Executive s Annual Base Salary, accidental death and
   dismemberment insurance, and long-term group disability
   insurance, and 
  
   iii) vacation of four weeks per year.
  
   d.   Expense Account.  The Employer will require
  Executive to incur travel, lodging, meal, entertainment, and
  similar expenses.  The Employer shall advance or promptly
  reimburse Executive for all expenses reasonably incurred by
  Executive in the performance of her duties for which
  Executive furnishes the Employer with adequate records and
  other documentary evidence as required by applicable federal
  and state laws and regulations.
  
   e.   Stock Options.  The Board of Directors of the
  Company has adopted an Executive Stock Option Plan (the
  "Stock Plan") under which Executive has received and may in
  the future receive option grants as a senior manager
  pursuant to the direction of the Board of Directors.
  
   f.   Other Benefits.  The Employer shall provide
  Executive with such other pension, health and welfare
  benefits as it may from time to time offer to other senior
  executives in the ordinary course of its business, or as may
  be reasonably required or necessary for her to perform her
  duties.
  
   8.   Termination.
  
   a.   Termination by the Employer for Cause.  The
  Employer may terminate Executive's employment at any time
  for "cause."  For the purpose of the Employer's termination
  of this Agreement, the term "cause" shall include any of the
  following:
  
   i)   Adjudication of Executive's guilt in
   connection with the commission of a felony or a
   misdemeanor involving moral turpitude (excluding
   traffic violations);
  
PAGE 4

   ii)  Good faith finding by the Employer's
   Boards of Directors of Executive's theft, conversion,
   misappropriation, or embezzlement of any assets of the
   Employer;
  
   iii) Executive's (A) habitual neglect of her
   duties, (B) failure to obey the lawful direction of the
   Boards of Directors of the Employer that do not
   contravene regulations or regulatory policies,
   guidelines, agreements or orders, or (C) conduct that
   has a direct, substantial and adverse effect on the
   Employer's reputation, in each case, after written
   notice and adequate opportunity to cure any such
   asserted neglect, failure or conduct; or 
  
   iv)  Good faith finding by the Employer's
   Boards of Directors that Executive's performance of her
   duties resulted in a material deterioration in the
   condition of the Company or the Bank, provided that
   such deterioration is not the result of conditions
   either existing on the date of Executive's employment
   or external to the Company and the Bank and beyond
   Executive's control.
  
   b.   Termination without Cause.
  
   The Employer may terminate Executive's
  employment without "cause" at any time subject only to the
  provisions of this Agreement.  A  without cause  termination
  may include, but is not limited to, a termination upon a
  Change of Control.
  
   c.   Termination for Death.  Executive's
  employment shall terminate upon Executive's death.
  
   d.   Termination for Disability.  The Employer
  may, to the extent permitted by law, terminate Executive's
  employment upon the disability of Executive.  As used
  herein, the term "disability" shall mean sickness or
  physical or mental disability that renders Executive unable
  to perform a substantial portion of her duties under this
  Agreement for an aggregate period of more than ninety (90)
  days in any twelve (12) month period except in the case of a
  pregnancy-related disability.  If Executive is prevented
  from properly performing her duties by reason of a
  pregnancy-related disability for a period of more than one
  hundred and twenty (120) days in the aggregate in any twelve
  (12) month period, then to the extent permitted by law, her
  employment shall terminate.
  
   e.   Notice of Termination.  If the Employer
  desires to terminate Executive's employment under this
  Agreement, whether or not for cause, the Employer shall
  deliver a notice of termination in writing to Executive (the
  "Notice of Termination").  The Notice of Termination shall
  specify whether the termination is (A) for cause (in which
  case the conduct of Executive or the Employer giving rise to
  the termination shall be specified), (B) for death, (C) for
  disability or (D) without cause.  The Notice of Termination
  shall specify an effective date of termination (the
  "Termination Date") on or after the date notice is given.
  
PAGE 5  

  9.   Effect of Termination.  Upon the termination of
  this Agreement by either party, the parties shall comply
  with the following obligations and duties:
  
   a.   Termination for Cause.  If the Employer
  terminates Executive's employment for cause:
  
   i)   Annual Base Salary.  The Employer shall
   on the Termination Date pay Executive Executive's
   Annual Base Salary through the Termination Date.
  
   ii)  Reimbursement Expenses.  The Employer
   shall, on the Termination Date, pay Executive all
   reimbursable expenses for which expense reports have
   been provided to the Employer in accordance with the
   Employer's policy. 
  
   iii) Annual Performance Bonus.  Executive is
   not entitled to be paid any bonus for any months served
   during the current Bonus Plan Year.  Executive is not
   eligible to receive any bonus payment if terminated for
   cause.
  
   iv)  Vesting of Stock Options.  All of the
   stock options granted to Executive which have vested
   shall be exercisable in accordance with paragraph 7.e,
   the Stock Plan, and Stock Option Agreement.
  
   b.   Termination for Death.  If Executive's
  employment is terminated as a result of Executive's death:
  
   i)   Annual Base Salary.  The Employer's
   obligation to pay Executive's salary shall terminate
   upon her death.
  
   ii)  Prorated Death Benefit.  Employer shall
   pay Executive a prorated portion of her then Annual
   Base Salary, such amount prorated based on the number
   of years of the initial three year term of employment
   which Executive has served as of the time of death,
   provided that if her death occurs during the first
   year, Employer shall pay Executive one-third of the
   then Annual Base Salary.  For example, (A) if Executive
   dies within or upon one year of employment under this
   Agreement, Employer shall pay Executive one-third of
   the then current Annual Base Salary and (B) if
   Executive dies after 18 months of employment under this
   Agreement, Employer shall pay Executive one-half of the
   then current Annual Base Salary.  If Executive dies
   after the Third Anniversary, she is not entitled to any
   payment under this section b.(ii).
  
PAGE 6

   iii) Reimbursable Expenses.  The Employer
   shall, within thirty (30) days following the date of
   Executive's death, pay Executive's estate all
   reimbursable expenses for which expense reports have
   been provided to the Employer in accordance with the
   Employer's policy.
  
   iv)  Annual Performance Bonus.  The Employer
   shall, within thirty (30) days following the date of
   death, pay Executive's estate Executive's Annual
   Performance Bonus at a rate of fifty percent (50%) of
   Bonus Plan prorated by the number of full months served
   during the current Bonus Plan year.
  
   v)   Vesting of Stock Options.  All of the
   stock options granted to Executive which are vested
   shall be exercisable by Executive's estate in
   accordance with paragraph 7.e, the Stock Plan, and the
   Stock Option Agreement.
  
   c.   Termination for Disability.
  
   i)   Annual Base Salary.  The Employer shall
   pay Executive Executive's Annual Base Salary through
   Termination Date.
  
   ii)  Reimbursable Expenses.  The Employer
   shall, within thirty (30) days following the
   Termination Day, pay Executive all reimbursable
   expenses for which expense reports have been provided
   to the Employer in accordance with the Employer's
   policy.
  
   iii) Annual Performance Bonus.  The Employer
   shall, within thirty (30) days following the
   Termination Date, pay Executive Executive's Annual
   Performance Bonus at a rate of fifty percent (50%) of
   Bonus Plan prorated by the number of full months served
   during the current Bonus Plan year.
  
   iv)  Vesting of Stock Options.  All of the
   stock options granted to Executive which are vested
   shall be exercisable in accordance with paragraph 7.e,
   the Stock Plan, and the Stock Option Agreement.
  
   d.   Termination without Cause.  If the Employer
  terminates Executive's employment without cause:
  
   i)   Annual Base Salary and Separation Pay. 
   The Employer shall, on the Termination Date, pay
   Executive her Annual Base Salary through the
   Termination Date.  In addition, the Employer shall, on
   the Termination Date, pay Executive an additional one
   (1) year of the then current Annual Base Salary, as
   separation pay.
  
PAGE 7

   ii)  In addition to the one (1) year
   separaton pay described in section d.(i) above, in the
   event of a termination without cause before the Third
   Anniversary, and following a Change of Control,
   Employer shall pay Executive an additional one (1) year
   of the then current Annual Base Salary.  In the event
   of a termination without cause before the Third
   Anniversary but not following a Change of Control,
   Employer shall pay Executive a prorated portion of her
   then Annual Base Salary, such amount prorated based on
   the number of years of the initial three year term of
   employment which Executive has served (Prorated
   Separation Pay), provided that if such termination
   occurs during the first year, Employer shall pay
   Executive one-third of the then Annual Base Salary. 
   For example, (A) if Executive is terminated without
   cause within or upon one year of employment under this
   Agreement, in addition to the one (1) year separation
   pay described in section d.(i), above, Employer shall
   pay Executive one-third of the then current Annual Base
   Salary and (B) if Executive is terminated without cause
   after 18 months of employment under this Agreement, in
   addition to the one (1) year separation pay described
   in section d.(i) above, Employer shall pay Executive
   one-half of the then current Annual Base Salary.  If
   Executive is terminated without cause after the Third
   Anniversary, she is not entitled to any payment under
   this section d.(ii) but shall only be entitled to the
   payment under section d.(i).
  
   iii) Reimbursable Expenses.  The Employer
   shall, within thirty (3) days following the Termination
   Date, pay Executive all reimbursable expenses for which
   expense reports have been provided to the Employer in
   accordance with the Employer's policy.
  
   iv)  Annual Performance Bonus.  The Employer
   shall, within thirty (30) days following the
   Termination Date, pay Executive Executive's Annual
   Performance Bonus at a rate of one hundred percent
   (100%) of Bonus Plan prorated by the number of full
   months served during the current Bonus Plan year.
  
   v)   Vesting of Stock Options.  All of the
   stock options granted to Executive shall be exercisable
   in accordance with paragraph 7.e, the Stock Option
   Agreement, and the Stock Plan.
  
   e.   Voluntary Termination by Executive.  If
  Executive terminates this Agreement voluntarily:
  
   i)   Annual Base Salary.  The Employer shall,
   within three (3) days following the Termination Date,
   pay Executive Executive's Annual Base Salary through
   the Termination Date.  
  
   ii)  Reimbursable Expenses.  The Employer
   shall, within thirty (30) days following the
   Termination Date, pay Executive all reimbursable
   expenses for which expense reports have been provided
   to the Employer in accordance with the Employer's
   policy.
  
   iii) Vesting of Stock Options.  All of the
   stock options granted to Executive which have vested
   shall be exercisable in accordance with paragraph 7.e,
   the Stock Plan, and the Stock Option Agreement.
  
PAGE 8

   10.  Indemnification of Executive.
  
   a.   Pre-Execution Actions and Events. 
  Notwithstanding any other provision to the contrary
  contained in this Agreement in addition to any rights
  Executive has under any individual indemnification
  agreements, the Employer shall indemnify, defend at its
  expense, and hold Executive entirely harmless against and
  from any claim, demand, cause of action, judgment, loss,
  liability, damage, cost or expense whatsoever, including
  without limitation reasonable attorneys' fees, which
  Executive may suffer, sustain, incur or otherwise become
  subject to either directly or indirectly as a result of any
  claim, controversy, dispute, legal action or proceeding
  whatsoever arising from actions taken by the Employer or
  events relating to the business of the Bank or the Company
  occurring prior to the execution of this Agreement.
  
   b.   Post-Execution Actions and Events. 
  Notwithstanding any other provision to the contrary
  contained in this Agreement, but subject to an individual
  indemnification agreement already approved by the Board of
  Directors on February 11, 1998, the Employer shall
  indemnify, defend at its expense, and hold Executive
  entirely harmless against and from any claim, demand, cause
  of action, judgment, loss, liability, damage, cost or
  expense whatsoever, including without limitation reasonable
  attorneys' fees, which Executive may suffer, sustain, incur
  or otherwise become subject to either directly or indirectly
  as a result of any claim, controversy, dispute, legal action
  or proceeding whatsoever arising from actions taken by the
  Employer or events relating to the business of the Bank or
  the Company occurring subsequent to the execution of this
  Agreement, other than any such claim, demand, cause of
  action, judgment, loss, liability, damage, cost or expense
  whatsoever which is directly and substantially due to
  Executive's misconduct or gross negligence.  Notwithstanding
  the foregoing, in any administrative proceeding or civil
  action initiated by any federal banking agency, the Bank or
  the Company may only reimburse, indemnify or hold harmless
  Executive if the Bank is in compliance with any applicable
  statute, rule, regulation or policy of the Federal Deposit
  Insurance Corporation, Federal Reserve Board, or the
  California Department of Financial Institutions regarding
  permissible indemnification payments.
  
   c.   Payment of expenses.  In the event the
  Employer is obligated hereunder to defend and indemnify
  Executive and in the event Executive is required to retain
  independent legal counsel, other experts or professionals or
  should incur any cost herself in connection with Paragraph
  10.b. above, the Employer shall promptly pay such expenses
  as incurred.
  
   d.   Survival of Indemnification.  The obligations
  of the Employer under this paragraph 10 to indemnify
  Executive shall survive the expiration or termination of
  this Agreement.
  
   11.  Insurance.  The Employer agrees to make reasonable
  efforts to maintain director's and officer's liability
  insurance in an amount of not less than $5,000,000 for each
  occurrence for the benefit of Executive. 
  
PAGE 9

   12.  General provisions.
  
   a.   Binding on Successors.  Subject to any
  restrictions stated in any other provision of this
  Agreement, this Agreement shall be binding on and shall
  inure to the benefit of the parties and their respective
  successors and assigns.
  
   b.   Partial Invalidity/Severability.  Should any
  of the provisions of this Agreement be held to be invalid or
  unenforceable, such invalidity or unenforceability shall not
  affect the validity or enforceability of any other provision
  of this Agreement.
  
   c.   Entire Agreement.  This Agreement contains
  the entire agreement between the parties with respect to the
  subject matter of this Agreement and supersedes all prior
  oral or written understandings and agreements, excluding the
  Stock Option Plan, the Stock Option Agreement and any
  individual indemnification agreement.
  
   d.   Amendments; Waivers.  No provision of this
  Agreement may be changed, waived, modified, discharged or
  terminated, except by a written instrument executed by the
  parties hereto.
  
   e.   Notices.  Any notice to be given under this
  Agreement shall be in writing and shall be deemed effective
  only when hand-delivered or when delivered by overnight
  courier, or three (3) days after the date postmarked if sent
  by certified or registered mail, postage prepaid, return
  receipt requested, addressed as follows:
  
   If to the Employer:
  
   The San Francisco Company &
   Bank of San Francisco
   550 Montgomery Street
   San Francisco, California 94111
   Attn:  Boards of Directors
  
   If to Executive:
  
             Keary Colwell
             6700 Exeter Drive
             Oakland, CA  94611
  
   f.   Attorney's Fees and Costs.  The Employer
  shall bear all of the costs and expenses, including
  attorney's fees, incurred by both parties in the negotiation
  and drafting of this Agreement.  In the event of a dispute
  regarding this Agreement, the prevailing party in any
  arbitration or litigation shall be entitled to its
  reasonable legal fees and costs.
  
PAGE 10

   g.   Governing Law.  This Agreement shall be
  construed and enforced in accordance with the laws of the
  State of California.
  
   h.   Title and Headings.  Title and headings to
  paragraphs, subparagraphs and sub-subparagraphs of this
  Agreement are for the purpose of reference only and shall
  not affect the interpretation of this Agreement.
  
   i.   Regulatory Approval.  This Agreement is
  subject to and shall not become effective until any required
  approval or non-disapproval of  the Federal Reserve Bank.
  
   j.   Resolution of disputes. With the exception of
  an action for equitable relief arising from a breach of any
  provisions of Paragraph 6 a-f, above, any controversy between
  Executive and Employer or between Executive and any employee
  of Employer arising out of or related to Executive s
  employment with Employer, including, but not limited to claims
  of race, age, gender, religious, or national origin
  discrimination under federal, state or local laws and those
  involving the construction or application of any of the terms,
  provisions or conditions of this Agreement, shall be settled
  by arbitration in accordance with the dispute resolution rules
  of the Judicial Arbitration & Mediation Service ( JAMS ), and
  judgment on the award rendered by the arbitrator(s) may be
  rendered by any court having jurisdiction thereof.  Employer
  and Executive shall share the costs of the arbitrator equally
  but shall each bear their own costs and legal fees associated
  with the arbitration.  The location of the arbitration shall
  be in San Francisco, California.
  
   In the event of a breach of any of the provisions
  in Paragraph 6 of this Agreement, Executive or Employer
  shall be entitled to institute proceedings in any court of
  competent jurisdiction to obtain equitable relief,
  including, but not limited to, specific performance or an
  injunction against performance of any acts.
  
   IN WITNESS WHEREOF, the undersigned have hereunto
  caused this Agreement to be executed as of the day and year
  first above written.
  
  
   THE SAN FRANCISCO COMPANY
  
  
   By:  _____________________________  
                         
  
  
   BANK OF SAN FRANCISCO 
  
  
   By:  _____________________________  
                         
PAGE 11  
  
   EXECUTIVE:
  
  
   _________________________________   
                        
   Keary Colwell
  
PAGE 12