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                             NATIONAL MERCANTILE BANCORP

                          AMENDED 1996 STOCK INCENTIVE PLAN
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     Section 1.  PURPOSE

     The purpose of the 1996 Stock Incentive Plan (the "1996 Plan") of 
National Mercantile Bancorp, a California corporation and a registered bank 
holding company under the Bank Holding Company Act of 1956, as amended (the 
"Company"), is to enable the Company to attract, retain and motivate its 
employees and independent contractors by providing for or increasing the 
proprietary interests of such employees and independent contractors in the 
Company, and to enable the Company to attract, retain and motivate its 
nonemployee directors and further align their interest with those of the 
shareholders of the Company by providing for or increasing the proprietary 
interest of such directors in the Company.

     2.   PERSONS ELIGIBLE

     Each of the following persons (each, a "Participant") shall be eligible 
to be considered for the grant of an Award (as hereinafter defined) 
hereunder:  (a) any employee of the Company or any of its subsidiaries, 
including any director who is also such an employee; and (b) any independent 
contractor of the Company or any of its subsidiaries.  Any director of the 
Company who is not also an employee of the Company (a "Nonemployee Director") 
shall receive Nonemployee Director Options (as hereinafter defined) pursuant 
to Section 10 hereof, but shall not otherwise participate in the 1996 Plan.

     3.   AWARDS

     (a)  The Committee (as hereinafter defined) responsible for 
administration of the 1996 Plan is authorized to enter into any type of 
arrangement on behalf of the Company with a Participant that is not 
inconsistent with the provisions of the 1996 Plan and that, by its terms, 
involves or might involve the issuance of (i) shares of common stock of the 
Company ("Common Shares") or (ii) Derivative Security (as such term is 
defined in Rule 16a-1 promulgated under the Securities Exchange Act of 1934, 
as amended (the "Exchange Act"), as such rule may be amended from time to 
time) with an exercise or conversion privilege at a price related to the 
Common Shares or with a value derived from the value of the Common Shares. 
The entering into of any such arrangement is referred to herein as the grant 
of an "Award."

     (b)  Awards are not restricted to any specified form or structure and 
may include, without limitation, sales or bonuses of stock, restricted stock, 
stock options, reload stock options, stock purchase warrants, other rights to 
acquire stock, securities convertible into or 

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redeemable for stock, stock appreciation rights, phantom stock, dividend 
equivalents, performance units or performance shares, and an Award may 
consist of one such security or benefit, or two or more of them in tandem or 
in the alternative.

     (c)  Awards may be issued, and Common Shares may be issued pursuant to 
an Award, for any lawful consideration as determined by the Committee, 
including, without limitation, services rendered by the recipient of such 
Award.

     (d)  Subject to the provisions of the 1996 Plan, the Committee, in its 
sole and absolute discretion, shall determine all of the terms and conditions 
of each Award granted hereunder, which terms and conditions may include, 
among other things:

               (i)    a provision permitting the recipient of such Award,
          including any recipient who is a director or officer of the Company,
          to pay the purchase price of the Common Shares or other property
          issuable pursuant to such Award, or such recipient's tax withholding
          obligation with respect to such issuance, in whole or in part, by any
          one or more of the following:

               (A)    the delivery of cash;

               (B)    the delivery of other property deemed acceptable by the
                      Committee;

               (C)    the delivery of previously owned shares of capital stock
                      of the Company (including "pyramiding"); or     

               (D)    a reduction in the amount of Common Shares or other
                      property otherwise issuable pursuant to such Award.

               (ii)   a provision conditioning or accelerating the receipt of
          benefits pursuant to such Award, either automatically or in the
          discretion of the Committee, upon the occurrence of specified events,
          including, without limitation, a change of control of the Company (as
          defined by the Committee), an acquisition of a specified percentage of
          the voting power of the Company, the dissolution or liquidation of the
          Company, a sale of substantially all of the property and assets of the
          Company or an event of the type described in Section 7 hereof; or

               (iii)  a provision required in order for such Award to qualify
          as an incentive stock option (an "Incentive Stock Option") under
          Section 422 of the Internal Revenue Code of 1986, as amended (the
          "Code"); PROVIDED, HOWEVER, that no Award issued to any Nonemployee
          Director or any independent contractor of the Company shall qualify as
          an Incentive Stock Option.


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     Section 4.  STOCK SUBJECT TO THE 1996 PLAN

     (a)  At any time, the aggregate number of Common Shares issued or 
issuable pursuant to all Awards (including all Incentive Stock Options) 
granted under the 1996 Plan shall not exceed 283,510 shares subject to 
adjustment as provided in Section 7 hereof.

     (b)  For purposes of Section 4(a) hereof, the aggregate number of Common 
Shares issued or issuable pursuant to Awards granted under the 1996 Plan 
shall at any time be deemed to be equal to the sum of the following:

               (i)    the number of Common Shares that were issued prior to
          such time pursuant to Awards granted under the 1996 Plan, other than
          Common Shares that were subsequently reacquired by the Company
          pursuant to the terms and conditions of such Awards and with respect
          to which the holder thereof received no benefits of ownership such as
          dividends; plus

               (ii)   the number of Common Shares that were otherwise issuable
          prior to such time pursuant to Awards granted under the 1996 Plan, but
          that were withheld by the Company as payment of the purchase price of
          the Common Shares issued pursuant to such Awards or as payment of the
          recipient's tax withholding obligation with respect to such issuance;
          plus

               (iii)  the maximum number of Common Shares that are or may be
          issuable at or after such time pursuant to Awards granted under the
          1996 Plan prior to such time. 


     Section 5.       DURATION

     Unless sooner terminated pursuant to Section 8 below, the 1996 Plan 
shall terminate on March 28, 2006.  No Awards shall be granted under the 1996 
Plan while the 1996 Plan is suspended or after it is terminated.

     Section 6.       ADMINISTRATION

     (a)  The 1996 Plan shall be administered by a committee (the 
"Committee") of the Board of Directors of the Company (the "Board") 
consisting of two or more directors, each of whom:  (i) is a "disinterested 
person" (as such term is defined in Rule 16b-3 promulgated under the Exchange 
Act, as such Rule may be amended from time to time); and (ii) is an "outside 
director" within the meaning of Section 162(m) of the Code.  Members of the 
Committee shall serve at the pleasure of the Board, and the Board may from 
time to time remove members from or add members to, the Committee.

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     (b)  Subject to the provisions of the 1996 Plan, the Committee shall be 
authorized and empowered to do all things necessary or desirable in 
connection with the administration of the 1996 Plan, including, without 
limitation, the following:

               (i)    adopt, amend and rescind rules and regulations relating
          to the 1996 Plan;


               (ii)   determine which persons are Participants and to which of
          such Participants, if any, Awards shall be granted hereunder;

               (iii)  grant Awards to Participants and determine the terms and
          conditions thereof, including the number of Common Shares issuable
          pursuant thereto;

               (iv)   determine the terms and conditions of the Nonemployee
          Director Options that are automatically granted hereunder, other than
          the terms and conditions specified in Section 10 hereof;

               (v)    determine whether, and the extent to which adjustments
          are required pursuant to Section 7 hereof; and

               (vi)   interpret and construe the 1996 Plan and the terms and
          conditions of any Award granted hereunder.


     Section 7.       ADJUSTMENTS

     If the outstanding shares of the class of Company stock then subject to 
the 1996 Plan are increased, decreased or exchanged for or converted into 
cash, property or a different number or kind of securities, or if cash, 
property or securities are distributed in respect of such outstanding 
securities, in either case as a result of a reorganization, merger, 
consolidation, recapitalization, restructuring, reclassification, dividend 
(other than a regular cash dividend) or other distribution, stock split, 
reverse stock split or the like, or if substantially all of the property and 
assets of the Company are sold, then, unless the terms of such transaction 
shall provide otherwise, the Committee shall make appropriate and 
proportionate adjustments in:  (i) the number and type of shares or other 
securities or cash or other property that may be acquired pursuant to Awards 
theretofore granted under the 1996 Plan; and (ii) the maximum number and type 
of shares or other securities that may be issued pursuant to Awards 
thereafter granted under the 1996 Plan.  The determination of the Committee 
as to what adjustments shall be made pursuant to this section, and the extent 
thereof, shall be final and conclusive.  No fractional shares of stock shall 
be issued under the 1996 Plan on account of any such adjustment.

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     Section 8.       AMENDMENT AND TERMINATION

     The Board may suspend or terminate the 1996 Plan at any time; PROVIDED, 
HOWEVER, that no such suspension or termination shall deprive the recipient 
of any Award theretofore granted under the 1996 Plan, without the consent of 
such recipient, of any of his or her rights thereunder or with respect 
thereto.

     The Board may amend the 1996 Plan at any time and in any manner subject 
to the following limitations:

     (a)  No such amendment shall deprive the recipient of any Award 
theretofore granted under the 1996 Plan, without the consent of such 
recipient, of any of his or her rights thereunder or with respect thereto;

     (b)  Except as otherwise provided in Section 7 relating to adjustments 
upon changes in stock, no such amendment shall be effective unless approved 
by the affirmative vote of the holders of a majority of the outstanding 
shares of the Company present, represented and entitled to vote at a 
shareholders meeting or by the written consent of a majority of the 
outstanding shares of the Company where such shareholder approval is required 
by law or pursuant to the Articles of Incorporation or Bylaws of the Company; 
and

     (c)  Section 10 hereof shall not be amended more than once every six (6) 
months, other than to comport with changes in the Code, the Employee 
Retirement Income Security Act, or the rules and regulations thereunder.

     Section 9.       EFFECTIVE DATE

     The 1996 Plan shall be effective as of June 18, 1997, the date upon 
which it was approved by the shareholders of the Company; PROVIDED, HOWEVER, 
that no Common Shares may be issued under this Plan until it has been 
approved, director or indirectly, by the affirmative vote of the holders (the 
"Shareholders") of a majority of the outstanding shares of the Company 
present, or represented, and entitled to vote at a meeting duly held in 
accordance with the laws of the State of California.

     Section 10.      NONEMPLOYEE DIRECTOR OPTIONS

     (a)  Any person elected or appointed to serve as a Nonemployee Director 
who has not previously served as a Nonemployee Director of the Company on or 
prior to October 1, 1996, shall be granted, on the first business day 
following the later of the date of such election or appointment or the date 
the 1996 Plan is approved by the Shareholders, an option to purchase 1,100 
Common Shares without the requirement of any further action by the Committee. 
On the first business day following the date of the annual meeting of 
shareholders of the Company held 

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in 1998, or any adjournment thereof (the "1998 Meeting"), any person who was 
a Nonemployee Director on or after the effective date of the 1996 Plan and 
who is re-elected to the Board at the 1998 Meeting shall be granted an option 
to purchase 550 Common Shares without the requirement of any further action 
by the Committee.  Options that may be granted to newly-elected Nonemployee 
Directors or to re-elected Nonemployee Directors under this Section 10 shall 
be referred to collectively as the "Nonemployee Director Options."  The date 
on which a Nonemployee Director Option is granted shall be the Date of Grant 
for such option.

     (b)  If, on any date upon which Nonemployee Director Options are to be 
automatically granted pursuant to this Section 10, the number of Common 
Shares remaining available for options under the 1996 Plan is insufficient 
for the grant to each Nonemployee Director entitled thereto of a Nonemployee 
Director Option to purchase the entire number of Common Shares specified in 
this Section 10, then a Nonemployee Director Option to purchase a 
proportionate amount of such available number of Common Shares (rounded to 
the nearest whole share) shall be granted to each Nonemployee Director 
entitled thereto on such date.

     (c)  Each Nonemployee Director Option granted under the 1996 Plan shall 
become fully exercisable one year from the Date of Grant, provided that in 
the event that a Change of Control (as defined below) shall occur, such 
granted Nonemployee Director Option shall be immediately exercisable.

     (d)  Each Nonemployee Director Option granted under the 1996 Plan shall 
expire upon the sixth anniversary of the Date of Grant.

     (e)  Each Nonemployee Director Option shall have an exercise price equal 
to the aggregate Fair Market Value on the Date of Grant of the Common Shares 
subject thereto.

     (f)  Payment of the exercise price of any Nonemployee Director Option 
granted under the 1996 Plan shall be made in full in cash concurrently with 
the exercise of such option; PROVIDED HOWEVER, that, in the discretion of the 
Board, the payment of such exercise price may instead be made:

               (i)    in whole or in part, with Common Shares delivered
          concurrently with such exercise (such shares to be valued on the basis
          of the Fair Market Value of such shares on the date of such exercise),
          provided that the Company is not then prohibited from purchasing or
          acquiring Common Shares; or

               (ii)   in whole or in part, by the delivery, concurrently with
          such exercise and in accordance with Section 220.3(e)(4) of Regulation
          T promulgated under the Exchange Act, of a properly executed exercise
          notice for such option and irrevocable instructions to a broker
          promptly to deliver to the Company a specified dollar amount of the
          proceeds of a sale of or a loan secured by the Common Shares issuable
          upon exercise of such option.

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     (g)  For purposes of this Section 10, the "Fair Market Value" of a 
Common Share or other security on any date (the "Determination Date") shall 
be equal to the average of the high bid and low asked prices per Common Share 
or unit of such other security on the business day immediately preceding the 
Determination Date in the market where the security is traded, or, if the 
Common shares or such other security were not quoted by any such organization 
on such immediately preceding business day, as determined by the Board.  for 
purposes of this Section 10, the term "Change of Control" shall mean the 
occurrence of either of the following events:  (a) the Company consolidates 
with or merges with or into any person or conveys, transfers or leases all or 
substantially all of its assets to any person, or any corporation 
consolidates with or merges into or with the Company in any event pursuant to 
a transaction in which the outstanding voting stock or units of the Company 
is changed into or exchanged for cash, securities or other property, other 
than any such transaction where the outstanding voting stock or units of the 
Company is not changed or exchanged at all (except to the extent necessary to 
reflect a change in the jurisdiction of incorporation or organization of the 
Company) or where the outstanding voting stock or units of the Company is 
changed into or exchanged for voting stock or units of the surviving 
corporation or organization which is not redeemable, or no "person" or 
"group" owns immediately after such transaction, directly or indirectly, an 
amount of outstanding voting stock or units necessary to effect the change of 
control of, or influence over, the surviving corporation or organization, as 
the case may be, or (b) the Company is liquidated or dissolved or adopts a 
plan of liquidation or dissolution.

     (h)  Each Nonemployee Director Option shall be nontransferable by the 
optionee other than by will or the laws of descent and distribution, and 
shall be exercisable during the optionee's lifetime only by the optionee or 
the optionee's guardian or legal representative.

     (i)  Nonemployee Director Options are not intended to qualify as 
Incentive Stock Options.

April 23, 1998








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Options/1996Plan