EXHIBIT 10.8(b)


                   FIRST NATIONAL BANK OF NORTHERN CALIFORNIA

                        INCENTIVE STOCK OPTION AGREEMENT

                               STANDARD PROVISIONS

                         [Dated as of November 1, 1997]


         1. Grant. First National Bank of Northern California, a national
banking association (the "Bank"), grants to the named employee (the "Optionee"),
an option (the "Option") to purchase the specified number of shares of common
stock, par value $1.25 per share, of the Bank (the "Shares"), at the stipulated
exercise price, and in all respects subject to the terms, definitions and
provisions of the First National Bank of Northern California 1997 Stock Option
Plan (the "Plan"). The Optionee has been provided with a copy of the Plan.
Capitalized terms defined in the Plan shall have the same defined meanings
herein.

         2. Nature of the Option. The Option is intended to qualify as an
incentive stock option as defined in Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"). However, the Bank does not represent or warrant
that the Option qualifies as an incentive stock option. Optionee acknowledges
that Optionee is responsible to consult with Optionee's own tax advisor
regarding the tax effects of the Option and the requirements necessary to obtain
income tax treatment under Section 422 of the Code, including, but not limited
to, holding period requirements.

         Optionee further understands that, if Optionee disposes of any Shares
received under the Option within two (2) years after the Grant Date of the
Option or within one (1) year after such Shares are transferred to Optionee,
then Optionee will be treated for federal income tax purposes as having received
ordinary income at the time of such disposition in an amount generally measured
by the difference between the Exercise Price and the lower of the fair market
value of the Shares at the date of the exercise or the fair market value of the
Shares at the date of disposition. Optionee understands that, if Optionee
disposes of such Shares at any time after the expiration of such two-year and
one-year holding periods, any gain on such sale will be taxed as long-term
capital gain. Optionee further understands that, under the provisions of the
Taxpayer Relief Act of 1997, the maximum tax rate on net capital gains has been
reduced for assets held longer than eighteen (18) months, as compared to the one
year holding period. Optionee agrees to notify the Bank in writing within five
(5) days after the date of any such disposition.

         Optionee further understands that: (a) if Optionee is unable to
continue employment with the Bank as a result of a total and permanent
disability (as defined in Section 22(e)(3) of the Code), and if the other
requirements for incentive stock option treatment contained in Section 422 of
the Code are satisfied, Optionee will be entitled to exercise the Option within
twelve (12) months of such termination without defeating incentive stock option

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treatment; but (b) if Optionee is unable to continue employment with the Bank as
a result of disability which is not total and permanent (as defined in Section
22(e)(3) of the Code), the Option will not qualify as an incentive stock option
unless it is exercised within three (3) months of the date of termination (i.e.,
while the Option may be exercised for a period of twelve (12) months after such
termination, an exercise more than three (3) months following termination will
result in the Option being taxed as a nonstatutory stock option).

         Optionee acknowledges, and the Bank affirms, that the methodology by
which the fair market value of the Shares has been determined by the Bank
represents a good faith attempt, as defined in the Code and the regulations
thereunder, at reaching an accurate appraisal of the fair market value of the
Shares; and the Bank shall not be responsible for any additional tax liability
incurred by Optionee in the event that the Internal Revenue Service were to
determine that the Option does not qualify as an incentive stock option for any
reason.

         3. Exercise Price. The Exercise Price is the stipulated dollar amount
for each share of Common Stock, which price is not less than the fair market
value per share of the common stock of the Bank on the date of grant (the "Grant
Date").

         4. Exercise of Option. The Option shall be exercisable during its term
in accordance with the provisions of Sections 7 and 8 of the Plan as follows:

               (a) Right to Exercise. The Option shall vest cumulatively from
the date of grant of the Option, exercisable during a period of 120 months after
the Grant Date, as follows:

                      (1)    The Option may not be exercised for the period of
               12 months immediately following the Grant Date;

                      (2)    Upon or after the expiration of 12 months from the
               Grant Date, the Option may be exercised to the extent of the
               relevant stipulated percentage of the Shares;

                      (3)    Upon or after the expiration of 24 months from the
               Grant Date, the Option may be exercised to the extent of the
               relevant stipulated additional percentage of the Shares;

                      (4)    Upon or after the expiration of 36 months from the
               Grant Date, the Option may be exercised to the extent of the
               relevant stipulated additional percentage of the Shares;

                      (5)    Upon or after the expiration of 48 months from the
               Grant Date, the Option may be exercised to the extent of the
               relevant stipulated additional percentage of the Shares; and

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                      (6)    Upon or after the expiration of 60 months from the
               Grant Date, the Option may be exercised to the extent of one
               hundred percent (100%) of the Shares.

         Any portion of the Option not exercised shall accumulate and can be
exercised any time prior to or upon the expiration of 120 months from the Grant
Date.

               (b) Minimum Exercise. The Option may not be exercised for less
than ten (10) Shares nor for a fraction of a Share.

               (c) Method of Exercise. The Option shall be exercisable by
written notice which shall state the election to exercise the Option and specify
the number of Shares in respect of which the Option is being exercised. Such
written notice shall be signed by the Optionee and shall be delivered in person
or by certified mail to the Secretary of the Bank accompanied by payment of the
Exercise Price.

         No Shares will be issued pursuant to the exercise of the Option unless
such issuance and such exercise shall comply with all relevant provisions of law
and the requirements of any stock exchange or inter-dealer quotation system upon
which the shares of the Bank's common stock may then be listed or quoted.
Assuming such compliance, the Shares shall be considered transferred to the
Optionee on the date on which the Option is exercised with respect to such
Shares. An Optionee shall have no rights as a shareholder of the Bank with
respect to any Shares until the issuance of a stock certificate to the Optionee
for such Shares.

               (d) Method of Payment. The entire Exercise Price of Shares issued
under the Option shall be payable in cash or by certified check, official bank
check, or the equivalent thereof acceptable to the Bank at the time when such
Shares are purchased. Such payment also shall include the amount of any
withholding tax obligation which may arise in connection with the exercise, as
determined by the Bank. In addition, subject to Section 8 below, payment may be
made in any of the following forms as indicated by an "x" in the relevant
parenthesis:

                      ( ) Surrender of Stock. Payment of all or part of the
Exercise Price and any withholding taxes may be made all or in part with Shares
which have already been owned by the Optionee or Optionee's representative for
more than six (6) months and which are surrendered to the Bank in good form for
transfer. Such Shares shall be valued at their fair market value on the date
when the new Shares are purchased pursuant to the exercise of the Option.

                      ( ) Exercise/Sale. Payment may be made by the delivery (on
a form prescribed by the Bank) of an irrevocable direction to a securities
broker approved by the Bank to sell Shares and to deliver all or part of the
sales proceeds to the Bank in payment of all or part of the Exercise Price and
any withholding taxes.

                      ( ) Exercise/Pledge. Payment may be made by the delivery
(on a form prescribed by the Bank) of an irrevocable direction to pledge Shares

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to a securities broker or lender approved by the Bank, as security for a loan,
and to deliver all or part of the loan proceeds to the Bank in payment of all or
part of the Exercise Price and any withholding taxes.

               (e) Termination of Service. In the event that the Optionee's
status as an employee of the Bank terminates:

                      (i) As a result of such Optionee's death or total and
permanent disability, the term of the Option shall expire twelve (12) months
after such death or total and permanent disability but not later than the
original expiration date specified in Section 5 below.

                      (ii) As a result of termination by the Bank for cause, the
term of the Option shall expire as of the date on which the Bank's notice or
advice of such termination is dispatched to Optionee, but not later than the
original expiration date specified in Section 5 below. For purposes of this
paragraph (ii), "cause" shall mean an act of embezzlement, fraud, dishonesty,
breach of fiduciary duty to the Bank, or the deliberate disregard of rules of
the Bank which results in loss, damage or injury to the Bank, the unauthorized
disclosure of any of the secrets or confidential information of the Bank, the
inducement of any client or customer of the Bank to break any contract with the
Bank, the inducement of any principal for whom the Bank acts as agent to
terminate such agency relationship, the engagement in any conduct which
constitutes unfair competition with the Bank, the removal of Optionee from
office by any court or bank regulatory agency, or such other similar acts which
the Committee in its discretion determines to constitute good cause for
termination of Optionee's employment. As used in this paragraph (ii), Bank
includes Affiliates of the Bank.

                      (iii) As a result of termination for any reason other than
total and permanent disability, death or cause, the term of the Option shall
expire three (3) months after such termination, but not later than the original
expiration date specified in Section 5 below.

         Neither the Plan nor the Option shall be deemed to give Optionee a
right to remain an employee of the Bank or an Affiliate. The Bank and its
Affiliates reserve the right to terminate the employment of any employee at any
time, with or without cause, subject to applicable laws and the terms of any
written employment agreement.

         5. Term of Option. Subject to earlier termination as provided in the
Plan, the Option shall terminate ten (10) years from the Grant Date of the
Option, and may be exercised during such term only in accordance with the Plan
and the terms of the Option.

         6. Non-Transferability of Option. The Option may not be transferred in
any manner otherwise than by will, by written beneficiary designation or by the
laws of descent and distribution, and may be exercised during the lifetime of
Optionee only by Optionee. The terms of the Option shall be binding upon the
executors, administrators, heirs, successors and assigns of the Optionee.

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         7. Adjustment of Shares. In the event of a subdivision of the
outstanding shares of common stock of the Bank, a declaration of a dividend
payable in Shares, a declaration of a dividend payable in a form other than
Shares in an amount that has a material effect on the value of Shares, a
combination or consolidation of the outstanding shares of common stock (by
reclassification or otherwise) into a lesser number of Shares, a
recapitalization, a spin-off or a similar occurrence, then the Bank shall make
appropriate adjustments in the number of Shares covered by the Option and in the
Exercise Price of the Option.

         In the event that the Bank is a party to a merger or other
reorganization, the Option shall be subject to the agreement of merger or
reorganization. Subject to the provisions of Section 12 of the Plan, such
agreement may provide, without limitation, for the assumption of all outstanding
options by the surviving corporation or its parent, for their continuation by
the Bank (if the Bank is a surviving corporation), for payment of a per-Share
cash settlement equal to the difference between the amount to be paid for one
Share under such agreement and the Exercise Price, or for the acceleration of
the exercisability followed by the cancellation of any option not exercised, and
in all cases without the optionees' consent. Any cancellation shall not occur
until after such acceleration is effective and optionees have been notified of
such acceleration and have had reasonable opportunity to exercise their options.

         Except as provided in this Section 7, Optionee shall have no rights by
reason of any subdivision or consolidation of shares of stock of any class, the
payment of any dividend or any other increase or decrease in the number of
shares of stock of any class. Any issuance by the Bank of shares of stock of any
class, or securities convertible into shares of stock of any class, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number or Exercise Price of Shares subject to the Option. The grant of this
Option pursuant to the Plan shall not affect in any way the right or power of
the Bank to make adjustments, reclassifications, reorganizations or changes of
its capital or business structure, to merge or consolidate or to dissolve,
liquidate, sell or transfer all or any part of its business or assets.

         8. Resale of Shares. Optionee understands that the Bank is not
currently subject to the periodic reporting and other requirements of the
Securities Exchange Act of 1934, as amended; that the Bank can give no assurance
regarding the possibility that the Bank will, at some point in the future,
become subject to such requirements; that the Shares have not been registered
under the Securities Act of 1933, as amended; that unless so registered, the
Shares may not be offered or sold by the Bank except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act of 1933, as amended, and applicable state or other securities
laws; and that the Bank intends that its offer and sale of the Shares will
satisfy the conditions of, and therefore qualify for the exemption from
registration under the Securities Act of 1933, as amended, provided by SEC Rule
701, made applicable to national banks by the Securities Offering Disclosure
Rules of the OCC, and the exemption from qualification under the California
Corporate Securities Law of 1968 provided by Section 25100 of the California
Corporations Code.

         Optionee further understands and agrees that, as a consequence of the
exemption from registration provided by SEC Rule 701, the Shares will be subject

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to certain resale limitations, as follows: (a) the Shares will be deemed to be
"restricted securities" as defined in SEC Rule 144; (b) resale of the Shares by
Optionee must be in compliance with the registration requirements of the
Securities Act of 1933, as amended, or an exemption therefrom; and (c) under SEC
Rule 144, a minimum period of one year must elapse between the date of
acquisition of "restricted securities" and any resale of such "restricted
securities." That is, upon any exercise of the Option and transfer of the Shares
to Optionee, unless the Bank has become subject to the periodic reporting and
other requirements of the Securities Exchange Act of 1934, as amended, the
resale of such Shares will be subject to the one year holding period required
under SEC Rule 144. Ninety (90) days after the Bank becomes subject to the
reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (if ever), such Shares (the "restricted securities") will be
eligible to be resold by Optionee in reliance upon SEC Rule 144, without
compliance with the minimum one year holding period.

         Optionee further understands and agrees that the Bank may cause an
appropriate restrictive legend or legends to be placed upon any certificate(s)
evidencing the Shares, and may issue appropriate "stop-transfer" instructions to
the Bank's transfer agent, U.S. Stock Transfer Corporation, in order to ensure
compliance with relevant federal and state securities laws, as described
hereinabove.


          .........................................................End

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