<PAGE>   1
           As filed with the Securities and Exchange Commission on June __, 1996
                                                 Registration No. 33-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


                           SOUTH VALLEY BANCORPORATION
               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

     CALIFORNIA                                        94-2818095
(STATE OF INCORPORATION)                   (I.R.S. EMPLOYER IDENTIFICATION NO.)

               500 TENNANT STATION, MORGAN HILL, CALIFORNIA 95037
                     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)


               SOUTH VALLEY BANCORPORATION 1995 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)


                                  BRAD L. SMITH
                           SOUTH VALLEY BANCORPORATION

               500 TENNANT STATION, MORGAN HILL, CALIFORNIA 95037
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)


                                 (408) 778-1510
    (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE OF PROCESS)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
                                                         Proposed Maximum    Proposed Maximum
        Title of Securities              Amount to           Offering           Aggregate            Amount of
         to be Registered              be Registered     Price per Share      Offering Price     Registration Fee
- --------------------------------------------------------------------------------------------------------------------
<S>                                    <C>               <C>                 <C>                 <C>   
Common Stock, no par value              365,200 (1)          $14.50 (2)        $5,295,400 (2)          $1,826
====================================================================================================================
</TABLE>

1        Issuable upon exercise of options to be granted under the South Valley 
         Bancorporation 1995 Stock Option Plan.

2        Estimated  solely for the purpose of  determining  the  registration  
         fee,  based upon the average of the bid and asked prices for the Common
         Stock on June 24, 1996, pursuant to Rule 457(h).

         This registration statement, including exhibits, consists of 10
sequentially numbered pages. The Exhibit Index is located at page 8.
<PAGE>   2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required to be included in the Section 10(a) prospectus
is not required to be included herein.

                                     PART II

ITEM     3.       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed or to be filed by the Company with the
Commission are incorporated in this registration statement by reference:

         (a)(1)          The  Company's  Annual  Report on Form 10-K for the 
year  ended  December 31,  1995 filed  pursuant  to  Section 13(a)  of 
the Securities Exchange Act of 1934, as amended (the "Exchange Act");

               (2)       The  Company's  Amendment  No. 1 to Annual  Report on 
Form 10-K  for the  year ended  December 31,  1995,  filed  pursuant  to
Section 13(a) of the Exchange Act.

         (b)(1)          The Company's  Current Reports on Form 8-K dated April 
5,  April 30 and May 30,  1996, filed pursuant to Section 13(a) of the Exchange
Act.

               (2)       The Company's  Quarterly  Report on form 10-Q for the 
quarter ended March 31,  1996,  filed pursuant to  Section 13(a) of the Exchange
Act.

         (c) The description of the Company's common stock set forth under the
heading "Description of the Capital Stock of the Holding Company" in the
prospectus contained in Amendment No. 2 to the Company's Registration Statement
No. 2-78293-LA on Form S-18 filed with the Commission on September 2, 1982.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold, or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement, and to be a part hereof from the date of such filing.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

                                       2
<PAGE>   3
ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The California General Corporation Law provides for the indemnification
of officers and directors who are made or are threatened to be made a party to
any legal proceeding by reason of their service to the Company. The Articles of
Incorporation and Bylaws of the Company permit indemnification of directors and
officers to the maximum extent permitted by California law. The Company has in
effect director and officer liability insurance policies indemnifying the
Company and the officers, directors and certain assistant officers of the
Company and officers and directors of the Company's subsidiaries within specific
limits for certain liabilities incurred by reason of their being or having been
directors or officers. The Company pays the entire premium for these policies.
In addition, the Company has entered into indemnification agreements with all
directors and officers to provide indemnification to the maximum extent
permitted by the Company's Bylaws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         *4.1     South Valley Bancorporation 1995 Stock Option Plan

         *4.2     Form of Nonstatutory Stock Option Agreement under 1995 Stock 
                  Option Plan

         *4.3     Form of Incentive Stock Option Agreement under 1995 Stock 
                  Option Plan

         *4.4     Form of Nonstatutory Stock Option Agreement for Outside 
                  Directors under 1995 Stock Option Plan

          4.5     Articles of Incorporation (incorporated by reference from
                  exhibit to South Valley Bancorporation's Annual Report on From
                  10-K for the fiscal year ended December 31, 1991, filed with
                  the Commission)

                                       3
<PAGE>   4
          4.6     Bylaws (incorporated by reference from exhibit to South Valley
                  Bancorporation's Annual Report on From 10-K for the fiscal 
                  year ended December 31, 1991, filed with the Commission)

          5       Opinion of Counsel Bronson, Bronson & McKinnon

         23.1     Consent of Deloitte & Touche LLP, Independent Auditors

         23.2     Consent of Counsel (See Exhibit 5)

         24       Power of Attorney (see signature pages)

(*)  Incorporated by reference from exhibit filed with the Company's  Annual 
Report on Form 10-K for the fiscal year ended  December 31,  1995,  filed with 
the Commission

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being 
made, a post-effective amendment to this registration statement:

                   (i)  To include any prospectus required by section 10(a)(3) 
          of the Securities Act of 1933 (the "Securities Act");

                   (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

                   (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement.

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 

                                       4
<PAGE>   5
15(d) of the Exchange Act that are incorporated by reference in the registration
statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.



                                       5
<PAGE>   6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Morgan Hill, State of California, on June 19, 1996.

                                        SOUTH VALLEY BANCORPORATION

                                        By  /s/ Brad L. Smith
                                          -----------------------
                                          Brad L. Smith
                                          President and
                                          Chief Executive Officer

                                Power of Attorney

         Each person whose signature appears below on this registration
statement hereby constitutes and appoints Brad L. Smith his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities (until revoked in writing) to sign registration statements
pursuant to the Securities Act of 1933, as amended, relating to the registration
of shares of Common Stock of South Valley Bancorporation to be offered pursuant
to the South Valley Bancorporation 1995 Stock Option Plan and to sign any and
all amendments (including post-effective amendments and amendments thereto) to
such registration statements, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

                                       6
<PAGE>   7
Signature                         Title                          Date

/s/  Brad L. Smith
- ------------------------          President,                    June 20,1996
Brad L. Smith                     Chief Executive
                                  Officer and Director
/s/  Richard L. Conniff                                  
- ------------------------          Chief Financial               June 24, 1996
Richard L. Conniff                Officer

/s/  Laurence M. Connell                                  
- ------------------------          Director                      June 30, 1996
Laurence M. Connell               

/s/  Joseph A. Filice                                  
- ------------------------          Director                      June 20, 1996
Joseph A. Filice                  

/s/ Eugene R. Guglielmo                                  
- ------------------------          Director                      June 20, 1996 
Eugene R. Guglielmo                                                           
                                                                              
/s/  Roger C. Knopf                                                       
- ------------------------          Director                      June 20, 1996 
Roger C. Knopf                                                                
                                                                              
/s/  Edward J. Lazzarini                                                
- ------------------------          Director                      June 20, 1996 
Edward J. Lazzarini                                                           
                                                                              
 /s/  Donald G. Mountz                                  
- ------------------------          Director                      June 20, 1996 
Donald G. Mountz                                                              
                                                                              
                                                                              
- ------------------------          Director                      June __, 1996 
James R. Price                                                                
                                                                              
/s/  Mary Lou Rawitser                            
- ------------------------          Director                      June 20, 1996 
Mary Lou Rawitser                                                             
                                                                              
/s/  Brad L. Smith                               
- ------------------------          Director                      June 20, 1996 
Brad L. Smith                     

                                       7
<PAGE>   8
                                INDEX OF EXHIBITS

         No. Description

         *4.1     South Valley Bancorporation 1995 Stock Option Plan

         *4.2     Form of Nonstatutory Stock Option Agreement under 1995 Stock 
                  Option Plan

         *4.3     Form of Incentive Stock Option Agreement under 1995 Stock 
                  Option Plan

         *4.4     Form of Nonstatutory Stock Option Agreement for Outside 
                  Directors under 1995 Stock Option Plan

          4.5     Articles of Incorporation (incorporated by reference from
                  exhibit to South Valley Bancorporation's Annual Report on From
                  10-K for the fiscal year ended December 31, 1991, filed with
                  the Commission)

          4.6     Bylaws (incorporated by reference from exhibit to South Valley
                  Bancorporation's Annual Report on From 10-K for the fiscal 
                  year ended December 31, 1991, filed with the Commission)

          5       Opinion of Counsel Bronson, Bronson & McKinnon LLP

         23.1     Consent of Deloitte & Touche LLP, Independent Auditors

         23.2     Consent of Counsel (See Exhibit 5)

         24       Power of Attorney (see signature pages)

(*)  Incorporated by reference from exhibit filed with the Company's  Annual 
Report on Form 10-K for the fiscal year ended  December 31,  1995,  filed with 
the Commission

                                       8
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{"company-data": {"conformed-name": "SOUTH VALLEY BANCORPORATION", "cik": "0000704171", "assigned-sic": "6022", "irs-number": "942818095", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-07099", "film-number": "96588053"}, "business-address": {"street1": "500 TENNANT STATION", "city": "MORGAN HILL", "state": "CA", "zip": "95037", "phone": "4087781510"}, "mail-address": {"street1": "500 TENNANT STATION", "city": "MORGAN HILL", "state": "CA", "zip": "95037"}}
1
           As filed with the Securities and Exchange Commission on June __, 1996
                                                 Registration No. 33-___________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           SOUTH VALLEY BANCORPORATION
               (EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)

     CALIFORNIA                                        94-2818095
(STATE OF INCORPORATION)                   (I.R.S. EMPLOYER IDENTIFICATION NO.)

               500 TENNANT STATION, MORGAN HILL, CALIFORNIA 95037
                     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)

               SOUTH VALLEY BANCORPORATION 1995 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

                                  BRAD L. SMITH
                           SOUTH VALLEY BANCORPORATION

               500 TENNANT STATION, MORGAN HILL, CALIFORNIA 95037
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                 (408) 778-1510
    (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE OF PROCESS)

                         CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                         Proposed Maximum    Proposed Maximum
        Title of Securities              Amount to           Offering           Aggregate            Amount of
         to be Registered              be Registered     Price per Share      Offering Price     Registration Fee
- --------------------------------------------------------------------------------------------------------------------
Common Stock, no par value              365,200 (1)          $14.50 (2)        $5,295,400 (2)          $1,826
====================================================================================================================
1        Issuable upon exercise of options to be granted under the South Valley 
         Bancorporation 1995 Stock Option Plan.

2        Estimated  solely for the purpose of  determining  the  registration  
         fee,  based upon the average of the bid and asked prices for the Common
         Stock on June 24, 1996, pursuant to Rule 457(h).

         This registration statement, including exhibits, consists of 10
sequentially numbered pages. The Exhibit Index is located at page 8.
2
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The information required to be included in the Section 10(a) prospectus
is not required to be included herein.

                                     PART II

ITEM     3.       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following documents filed or to be filed by the Company with the
Commission are incorporated in this registration statement by reference:

         (a)(1)          The  Company's  Annual  Report on Form 10-K for the 
year  ended  December 31,  1995 filed  pursuant  to  Section 13(a)  of 
the Securities Exchange Act of 1934, as amended (the "Exchange Act");

               (2)       The  Company's  Amendment  No. 1 to Annual  Report on 
Form 10-K  for the  year ended  December 31,  1995,  filed  pursuant  to
Section 13(a) of the Exchange Act.

         (b)(1)          The Company's  Current Reports on Form 8-K dated April 
5,  April 30 and May 30,  1996, filed pursuant to Section 13(a) of the Exchange
Act.

               (2)       The Company's  Quarterly  Report on form 10-Q for the 
quarter ended March 31,  1996,  filed pursuant to  Section 13(a) of the Exchange
Act.

         (c) The description of the Company's common stock set forth under the
heading "Description of the Capital Stock of the Holding Company" in the
prospectus contained in Amendment No. 2 to the Company's Registration Statement
No. 2-78293-LA on Form S-18 filed with the Commission on September 2, 1982.

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold, or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
registration statement, and to be a part hereof from the date of such filing.

ITEM 4.  DESCRIPTION OF SECURITIES

         Not applicable.

                                       2
3
ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The California General Corporation Law provides for the indemnification
of officers and directors who are made or are threatened to be made a party to
any legal proceeding by reason of their service to the Company. The Articles of
Incorporation and Bylaws of the Company permit indemnification of directors and
officers to the maximum extent permitted by California law. The Company has in
effect director and officer liability insurance policies indemnifying the
Company and the officers, directors and certain assistant officers of the
Company and officers and directors of the Company's subsidiaries within specific
limits for certain liabilities incurred by reason of their being or having been
directors or officers. The Company pays the entire premium for these policies.
In addition, the Company has entered into indemnification agreements with all
directors and officers to provide indemnification to the maximum extent
permitted by the Company's Bylaws.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.  EXHIBITS

         *4.1     South Valley Bancorporation 1995 Stock Option Plan

         *4.2     Form of Nonstatutory Stock Option Agreement under 1995 Stock 
                  Option Plan

         *4.3     Form of Incentive Stock Option Agreement under 1995 Stock 
                  Option Plan

         *4.4     Form of Nonstatutory Stock Option Agreement for Outside 
                  Directors under 1995 Stock Option Plan

          4.5     Articles of Incorporation (incorporated by reference from
                  exhibit to South Valley Bancorporation's Annual Report on From
                  10-K for the fiscal year ended December 31, 1991, filed with
                  the Commission)

                                       3
4
          4.6     Bylaws (incorporated by reference from exhibit to South Valley
                  Bancorporation's Annual Report on From 10-K for the fiscal 
                  year ended December 31, 1991, filed with the Commission)

          5       Opinion of Counsel Bronson, Bronson & McKinnon

         23.1     Consent of Deloitte & Touche LLP, Independent Auditors

         23.2     Consent of Counsel (See Exhibit 5)

         24       Power of Attorney (see signature pages)

(*)  Incorporated by reference from exhibit filed with the Company's  Annual 
Report on Form 10-K for the fiscal year ended  December 31,  1995,  filed with 
the Commission

ITEM 9.  UNDERTAKINGS

         (a)      The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers or sales are being 
made, a post-effective amendment to this registration statement:

                   (i)  To include any prospectus required by section 10(a)(3) 
          of the Securities Act of 1933 (the "Securities Act");

                   (ii) To reflect in the prospectus any facts or events arising
          after the effective date of the registration statement (or the most
          recent post-effective amendment thereof) which, individually or in the
          aggregate, represent a fundamental change in the information set forth
          in the registration statement;

                   (iii) To include any material information with respect to the
          plan of distribution not previously disclosed in the registration
          statement or any material change to such information in the
          registration statement.

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 

                                       4
5
15(d) of the Exchange Act that are incorporated by reference in the registration
statement.

         (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         (h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                       5
6
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Morgan Hill, State of California, on June 19, 1996.

                                        SOUTH VALLEY BANCORPORATION

                                        By  /s/ Brad L. Smith
                                          -----------------------
                                          Brad L. Smith
                                          President and
                                          Chief Executive Officer

                                Power of Attorney

         Each person whose signature appears below on this registration
statement hereby constitutes and appoints Brad L. Smith his or her true and
lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities (until revoked in writing) to sign registration statements
pursuant to the Securities Act of 1933, as amended, relating to the registration
of shares of Common Stock of South Valley Bancorporation to be offered pursuant
to the South Valley Bancorporation 1995 Stock Option Plan and to sign any and
all amendments (including post-effective amendments and amendments thereto) to
such registration statements, and to file the same, with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorney-in-fact and agent, or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

                                       6
7
Signature                         Title                          Date

/s/  Brad L. Smith
- ------------------------          President,                    June 20,1996
Brad L. Smith                     Chief Executive
                                  Officer and Director
/s/  Richard L. Conniff                                  
- ------------------------          Chief Financial               June 24, 1996
Richard L. Conniff                Officer

/s/  Laurence M. Connell                                  
- ------------------------          Director                      June 30, 1996
Laurence M. Connell               

/s/  Joseph A. Filice                                  
- ------------------------          Director                      June 20, 1996
Joseph A. Filice                  

/s/ Eugene R. Guglielmo                                  
- ------------------------          Director                      June 20, 1996 
Eugene R. Guglielmo                                                           
                                                                              
/s/  Roger C. Knopf                                                       
- ------------------------          Director                      June 20, 1996 
Roger C. Knopf                                                                
                                                                              
/s/  Edward J. Lazzarini                                                
- ------------------------          Director                      June 20, 1996 
Edward J. Lazzarini                                                           
                                                                              
 /s/  Donald G. Mountz                                  
- ------------------------          Director                      June 20, 1996 
Donald G. Mountz                                                              
                                                                              
                                                                              
- ------------------------          Director                      June __, 1996 
James R. Price                                                                
                                                                              
/s/  Mary Lou Rawitser                            
- ------------------------          Director                      June 20, 1996 
Mary Lou Rawitser                                                             
                                                                              
/s/  Brad L. Smith                               
- ------------------------          Director                      June 20, 1996 
Brad L. Smith                     

                                       7
8
                                INDEX OF EXHIBITS

         No. Description

         *4.1     South Valley Bancorporation 1995 Stock Option Plan

         *4.2     Form of Nonstatutory Stock Option Agreement under 1995 Stock 
                  Option Plan

         *4.3     Form of Incentive Stock Option Agreement under 1995 Stock 
                  Option Plan

         *4.4     Form of Nonstatutory Stock Option Agreement for Outside 
                  Directors under 1995 Stock Option Plan

          4.5     Articles of Incorporation (incorporated by reference from
                  exhibit to South Valley Bancorporation's Annual Report on From
                  10-K for the fiscal year ended December 31, 1991, filed with
                  the Commission)

          4.6     Bylaws (incorporated by reference from exhibit to South Valley
                  Bancorporation's Annual Report on From 10-K for the fiscal 
                  year ended December 31, 1991, filed with the Commission)

          5       Opinion of Counsel Bronson, Bronson & McKinnon LLP

         23.1     Consent of Deloitte & Touche LLP, Independent Auditors

         23.2     Consent of Counsel (See Exhibit 5)

         24       Power of Attorney (see signature pages)

(*)  Incorporated by reference from exhibit filed with the Company's  Annual 
Report on Form 10-K for the fiscal year ended  December 31,  1995,  filed with 
the Commission

                                       8