<PAGE>


      As filed with the Securities and Exchange Commission on August 29, 2000
                                                Registration No.
                                                333-__________

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                 -------------------------------------------

                                    FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                 -------------------------------------------

                             PACIFIC CAPITAL BANCORP

                       (formerly Santa Barbara Bancorp)
            (Exact name of registrant as specified in its charter)

                                       California

                                  95-3673456
               (State or other jurisdiction of (I.R.S. Employer
                 incorporation or organization) Identification
                                     No.)

                       200 East Carrillo Street, Suite 300

                       Santa Barbara, California 93101
                   (Address of principal executive offices)

                SAN BENITO BANK 1984 AMENDED STOCK OPTION PLAN
                                       and

                    SAN BENITO BANK 1995 STOCK OPTION PLAN

                           (Full title of the plan)

                 -------------------------------------------

                                                        Copy to:
          Jay D. Smith, Esq.                      Bruce W. McRoy, Esq.
  200 East Carrillo Street, Suite 300     Reicker, Clough, Pfau, Pyle, McRoy &
                                                      Herman, LLP
    Santa Barbara, California 93101            1421 State Street, Suite B
            (805) 564-6310                  Santa Barbara, California 93101
(Name, address and telephone number of               (805) 966-2440
          agent for service)
                 -------------------------------------------

                         CALCULATION OF REGISTRATION FEE

================================================================================

TITLE OF EACH CLASS     AMOUNT        PROPOSED       PROPOSED       AMOUNT OF
   OF SECURITIES         TO BE        MAXIMUM         MAXIMUM      REGISTRATION
  TO BE REGISTERED    REGISTERED   OFFERING PRICE    AGGREGATE         FEE
                                     PER SHARE       OFFERING
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
  Common Stock, no      95,128       $20.25(2)     $1,926,491(2)     $536(3)
     par value         Shares(1)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

================================================================================

(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends, or similar transactions.

(2) Estimated solely for purposes of calculating the registration fee. The
number of shares covered by this registration statement consist of the
following: (a) 8,745 shares issuable upon exercise of stock options having an
exercise price of $12.0992 per share; (b) 28,182 shares issuable upon exercise
of stock options having an exercise price of $10.9421 per share; (c) 18,634
shares issuable upon exercise of stock options having an exercise price of
$16.5289 per share; (d) 9,317 shares issuable upon exercise of stock options
having an exercise price of $18.0331 per share; (e) 6,050 shares issuable upon
exercise of stock options having an exercise price of $32.4463 per share; and
(f) 24, 200 shares issuable upon exercise of stock options having an exercise
price of $34.7107 per share; (3) Calculated pursuant to Rule 457(h) and (c).


<PAGE>



                                     PART I

               INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.           Plan Information.*
Item 2.           Registrant Information and Employee Plan Annual
Information.*

*     Information required by Part I of Form S-8 to be contained in the Section
      10(a) prospectus is omitted from this registration statement in accordance
      with Rule 428 under the Securities Act of 1933 and the Note to Part I of
      Form S-8.

                                   PART II
                INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

      Registrant hereby incorporates by reference in this registration statement
the following documents previously filed by Registrant with the Securities and
Exchange Commission:

            (1)   Registrant's Annual Report on Form 10-K for the fiscal year
      ended December 31, 1999;

            (2) Registrant's Quarterly Reports on Form 10-Q for the fiscal
      quarters ended March 31, 2000 and June 30, 2000;

            (3)   Registrant's Current Reports on Forms 8-K filed March 7,
      2000 and May 16, 2000;

            (4) the description of the common stock, no par value, of Registrant
      (the "Common Stock") set forth in the registration statement on Form S-4
      filed May 4, 2000, and Amendment No. 1 thereto set forth in the
      registration statement on Form S-4/A filed May 10, 2000 for the purpose of
      updating such description.

      All documents filed by Registrant with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the date of this registration statement shall be deemed to be incorporated
herein by reference and to be a part hereof from the date of the filing of such
documents until such time as there shall have been filed a post-effective
amendment that indicates that all securities offered hereby have been sold or
that deregisters all securities remaining unsold at the time of such amendment.

Item 4.           Description of Securities.

            Not applicable.

Item 5.           Interests of Named Experts and Counsel.

            Not applicable.

Item 6.           Indemnification of Directors and Officers.

      Section 317 of the California General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant indemnity to directors,
officers, employees and other agents of the corporation ("Agents") in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act of 1933.

      The Board of Directors of Registrant has resolved to indemnify the
officers and directors of Registrant to the full extent permitted by Section 317
of the California General Corporation Law, and Registrant's Articles of
Incorporation and Amended and Restated Bylaws authorize Registrant to provide
for indemnification of officers and directors to the same extent. This
indemnification limits the personal monetary liability of directors in
performing their duties on behalf of Registrant, to the extent permitted by the
California General Corporation Law, and permits Registrant to indemnify its
directors and officers against certain liabilities and expenses, to the extent
permitted by the California General Corporation Law. In addition, Registrant
maintains a directors' and officers' liability insurance policy that insures its
directors and officers against certain liabilities, including certain
liabilities under the Securities Act of 1933.

Item 7.           Exemption from Registration Claimed.

            Not applicable.

Item 8.           Exhibits.

      The following documents are filed as a part of this registration
      statement.

Exhibit Number      Document Description

4.1                 San Benito Bank 1984 Amended Stock Option Plan  *

4.2                 San Benito Bank 1995 Stock Option Plan  *

5.1                 Opinion of Counsel  *

23.1                Consent of Counsel (included in the opinion filed as
                                      Exhibit 5.1)

23.2                Consent of Arthur Andersen LLP *

24.1                Power of Attorney (see signature page of this registration
                                      statement).


*     Filed herewith.

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 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;

            (2) that, for the purpose of determining any liability under the
      Securities Act of 1933, 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; and

            (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 of 1933, each filing of
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act of 1934) 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.

      C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a director, officer or controlling person of 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, 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 of 1933 and will be governed by
the final adjudication of such issue.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Santa Barbara, State of California on August 28,
2000.

                                          PACIFIC CAPITAL BANCORP

                                   By:/s/     William S. Thomas, Jr.
                                              William S. Thomas, Jr.,President

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Jay D. Smith and Donald Lafler,
and each of them, each with full power to act without the other, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this registration statement, and to
file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
said attorneys-in-fact and agents 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 might or could do in
person hereby ratifying and confirming that each of said attorneys-in-fact and
agents or his 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 by the following persons in the
capacities and on the dates indicated.

   NAME                    TITLE                               DATE
   ------------------------

   ------------------------
   /s/ Donald M. Anderson  Vice  Chairman  of  the  Board  and August 28, 2000
   Donald M. Anderson      Director

   ------------------------
   /s/ David W. Spainhour  Chairman of the Board and Director  August 28, 2000
   David W. Spainhour

   ------------------------
   /s/ William S. Thomas,  President, Chief Executive Officer  August 28, 2000
   Jr.                     and Director
   William S. Thomas, Jr

   ------------------------
   /s/ D. Vernon Horton    Vice Chairman and Director          August 28, 2000
   D. Vernon Horton

   ------------------------
   /s/ Clayton C. Larson   Vice Chairman and Director          August 28, 2000
   Clayton C. Larson

   /s/ Edward J. Czajka    Controller                          August 28, 2000
   Edward Czajka           (Principal Accounting Officer)

   /s/ Edward E. Birch     Director                            August 28, 2000
   Edward E. Birch

   ------------------------
   /s/ Richard M. Davis    Director                            August 28, 2000
   Richard M. Davis

   ------------------------
   /s/ Dale E. Hanst       Director                            August 28, 2000
   Dale E. Hanst

   ------------------------
   /s/ Roger C. Knopf      Director                            August 28, 2000
   Roger C. Knopf

   ------------------------
   /s/    Richard    A.    Director                            August 28, 2000
   Nightingale
   Richard A. Nightingale

   ------------------------
   /s/ Kathy J. Odell      Director                            August 28, 2000
   Kathy J. Odell

   ------------------------
   /s/ Willaim H. Pope     Director                            August 28, 2000
   William H. Pope

   ------------------------

   ------------------------



<PAGE>


                                INDEX TO EXHIBITS

  Exhibit Number                            Description

        4.1         San Benito Bank 1984 Amended Stock Option Plan  *

        4.2         San Benito Bank 1995 Stock Option Plan  *

        5.1         Opinion of Counsel  *

       23.1         Consent  of  Counsel  (included  in  the  opinion  filed  as
                                      Exhibit 5.1)

       23.2         Consent of Arthur Andersen LLP  *

       24.1         Power of Attorney (see signature  page of this  registration
                                      statement).


------------------
* Filed herewith.




<PAGE>


Exhibit 4.1

                                 SAN BENITO BANK

                         1984 AMENDED STOCK OPTION PLAN

      Amended as of February 16, 1988 and April 18, 1989

1.    PURPOSE.

      The purpose of this 1984 Amended Stock Option Plan (the "Plan") of San
Benito Bank and its affiliates (hereinafter collectively referred to as the
"Bank") is to secure for the Bank and its shareholders the benefits of the
incentive inherent in the ownership of Common Stock of the Bank by those
directors and key full-time employees and officers of the Bank who will share
responsibility with management of the Bank for its future growth and success.

      The word "affiliate", as used in this Plan, means any bank or corporation
in an unbroken chain of banks or corporations beginning or ending with the Bank,
if at the time of the granting of an option, each such bank or corporation other
than the last in that chain owns stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other
banks or corporations in the chain.

2.    ADMINISTRATION.

      The following provisions shall govern the administration of the Plan:

      (a) The Plan shall be administered by the Board of Directors or a
committee of the Board of Directors appointed for this purpose by the Board of
Directors (the " Committee") composed of not less than three (3) directors. The
Board of Directors may from time to time remove members from or add members to
the Committee. Vacancies on the Committee, however caused, shall be filled by
the Board of Directors. The Board of Directors shall designate a Chairman and
Vice-Chairman of the Committee from among the Committee members. Acts of the
committee (i) at a meeting, held at a time and place and in accordance with
rules adopted by the Committee, at which a quorum of the Committee is present
and acting, or (ii) reduced to and approved in writing by a majority of the
members of the Committee, shall be the valid acts of the Committee.

      (b) The Bank shall effect the grant of options under the Plan by execution
of instruments in writing in a form approved by the Board of Directors or, if
appointed, the Committee. Subject to the express terms and conditions of the
Plan and the terms of any option outstanding under the Plan, the Board of
Directors or, if appointed, the committee, shall have full power to construe the
Plan and the terms of any option granted under the Plan, to prescribe, amend and
rescind rules and regulations relating to the Plan or such options and to make
all other determinations necessary or advisable for the administration of the
Plan, including, without limitation, the power to: (i) determine which persons
meet the requirements of Section 3 hereof for selection as participants in the
Plan and which persons are considered to be 'employees" for purposes of the
Internal Revenue Code of 1986, as amended (the "Code"), and therefore eligible
to receive incentive stock options under the Plan; (ii) determine to whom of the
eligible persons, if any, options shall be granted under the Plan; (iii)
establish the terms and conditions required or permitted to be included in every
option agreement or any amendments thereto, including whether options to be
granted thereunder shall be "incentive stock options," as defined in section
422A of the Code, or "nonstatutory stock options"; (iv) specify the number of
shares to be covered by each option; (v) in the event a particular option is to
be an incentive stock option, determine and incorporate such terms and
provisions, as well as amendments thereto, as shall be required in the judgment
of the Board of Directors or the Committee, so as to provide for or conform such
option to any change in any law, regulation, ruling or interpretation applicable
thereto; and (vi) to make all other determinations deemed necessary or advisable
for administering the Plan. The determination on the foregoing matters by the
Board of Directors or the Committee shall be conclusive.

3.    PARTICIPANTS.

      Participants in the Plan shall be those directors and key full-time
salaried employees and officers of the Bank to whom options may be granted from
time to time by the Board of Directors or the committee.

4.    THE SHARES.

      The shares of stock initially subject to options authorized to be granted
under the Plan shall consist of One Hundred Six Thousand Eight Hundred
Seventy-five (106,875) shares of the no par value Common Stock of the Bank (the
"Shares"), or the number and kind of shares of stock or other securities which
shall be substituted for such shares or to which such shares shall be adjusted
as provided in Section 6. Thirty-five Thousand (35,000) out of the One Hundred
Six Thousand Eight Hundred Seventy-five (106,875) Shares reserved for issuance
under the Plan shall be reserved for issuance to non-employee directors of the
Bank in accordance with Section 5(a) hereof. The Shares subject to the Plan may
be set aside out of the authorized but unissued shares of Common Stock of the
Bank not reserved for any other purpose or out of shares of Common Stock subject
to an option which, for any reason, terminates unexercised as to the Shares.

5.    GRANT, TERMS AND CONDITIONS OF OPTIONS .

      Options may be granted at any time prior to the termination of the Plan to
directors, officers and other key, full-time salaried employees of the Bank who,
in the judgment of the Board of Directors or the Committee, contribute to the
successful conduct of the operation of the Bank through their judgment,
interest, ability and special efforts; provided, however, that:(i) an eligible
officer or employee shall not participate in the granting of his or her own
option; (ii) the aggregate initial fair market value of the stock (determined as
of the date the option is granted) that may be acquired by any one officer or
employee pursuant to all incentive stock options granted under the Plan after
1986 that are exercisable for the first time during any one calendar year
(taking into account all incentive stock options under any stock option plans of
the Bank, any of its affiliates and any predecessor of any such corporation)
shall not exceed $100,000; (iii) except in the case of termination by death or
disability, as set forth in Section 5 (d) below, in the case of an incentive
stock option, the granted option must be exercised by the optionee no later than
three (3) months after any termination of employment with the Bank and said
employment must have been continuous since the granting of the option; and (iv)
the total number of shares subject to options granted to any one optionee, at
any one time, shall not exceed ten percent (10%) of the then issued and
outstanding shares of Common Stock of the Bank. In addition, options granted
pursuant to the Plan shall be subject to the following terms and conditions:

      (a) Non-Employee Director Participants. Thirty-five Thousand (35,000) out
of the One Hundred Six Thousand Eight Hundred Seventy-five (106,875) Shares of
the Bank's Common Stock reserved for issuance under the Plan shall be reserved
for issuance and granted to non-employee directors of the Bank as follows: (i)
Upon approval of the Plan by the affirmative vote of majority of the outstanding
shares of Common Stock of the Bank, nonstatutory option to purchase Two Thousand
Five Hundred of the Shares shall be granted to each current non-employee
director of the Bank who is re-elected on June 13, 1989, for a total grant of
options in the aggregate amount of Twenty-five Thousand (25,000) Shares as
follows:

                                                Number of Shares

      Director                                        Subject to Option

      Ronald L. Darby                                       2,500
      Albert F. Guerra                                      2,500
      John D. Maness                                        2,500
      Stanley L. Maynes                                     2,500
      Gerald T. McCullough                                  2,500
      David M. Porteur                                      2,500
      Frank J. Sabbatini                                    2,500
      Ray A. Sabbatini                                      2,500
      Enos N. Silva                                         2,500
      Robert W. Yant                                        2,500

      Each nonstatutory option so granted to the above-named nonemployee
directors of the Bank shall be granted at an exercise price no less than one
hundred percent (100%) of the fair market value of the Bank's common Stock on
the date of grant. All such nonstatutory options so granted shall be exercisable
for a term not exceeding ten (10) years from the date of grant and shall be
exercisable in twenty percent (20%) cumulative annual installments commencing
with the first anniversary of the grant date. Additionally, the remaining Ten
Thousand (10,000) of the Thirty-five Thousand (35,000) Shares reserved for
issuance to non-employee directors of the Bank will be granted to nonemployee
directors of the Bank who are elected to the Board of Directors of the Bank
after June 13, 1989. Each such option so granted shall be for Two Thousand Five
Hundred (2,500) Shares (or the number and kind of shares of stock or other
securities which shall be substituted for such shares or to which such shares
shall be adjusted as provided 'in Section 6) for a term not exceeding ten (10)
years from the date of grant and shall be exercisable in twenty percent (20%)
cumulative annual installments commencing with the first anniversary of the
grant date. NO NON-EMPLOYEE DIRECTOR SHALL BE ELIGIBLE TO RECEIVE ANY STOCK
OPTION OTHER THAN AS EXPRESSLY SET FORTH IN THIS SECTION 5 (a).

      (b) Option Price. The purchase price under each option shall be not less
than one hundred percent (100%) of the fair market value of the Shares subject
thereto on the date the option is granted, as such value is determined by the
Board of Directors or the Committee. The fair market value of such stock shall
be determined in accordance with any reasonable valuation method, including the
valuation methods described in Treasury Regulation Section 20.2031-2. If,
however, an employee owns stock of the Bank possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Bank,
the option price of any incentive stock option granted to such optionee shall be
not less than 110 percent (110%) of such fair market value at the time such
option is granted.

      (c) Duration and Exercise of Options. Each option shall vest in such
manner and at such time up to but not exceeding ten (10) years from the date the
option is granted as the Board of Directors or the Committee shall determine in
its sole discretion; provided also, however, that the Board of Directors or the
Committee may, in its sole discretion, accelerate the time of exercise of any
option. If an employee owns stock of the Bank possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Bank,
any incentive stock option shall vest in such manner and at such time up to but
not exceeding five (5) years from the date the option is granted. The
termination of the Plan shall not alter the maximum duration, the vesting
provisions, or any other term or condition of any option granted prior to the
termination of the Plan.

      With respect to incentive stock options granted to a participant under the
Plan in any calendar year, the Bank may grant a participant incentive stock
options to purchase Shares having more than $100,000 in initial aggregate fair
market value (determined at the times the options are granted), subject to the
$100,000 limitation set forth in this paragraph applicable to each year in which
such options become first exercisable. The optionee may exercise, during a
calendar year, an incentive stock option granted after 1986 only to the extent
that the aggregate initial fair market value of the Shares that may be acquired
pursuant to the option (or portion thereof) and all other incentive stock
options granted after 1986 that are first exercisable by the optionee during the
calendar year does not exceed $100,000 (taking into account all incentive stock
options granted under any stock option plan of the Bank or any affiliate of the
Bank, or any predecessor of any such corporation). If permitted under
regulations promulgated by the Treasury Department or by a ruling of the
Internal Revenue Service, the optionee may choose, among the options granted
under the Plan that are otherwise first exercisable by the optionee in a
calendar year, those options the optionee wishes to exercise subject to the
$100,000 limitation. If such a choice is not permitted (as determined by the
Board of Directors or the Committee, in its sole discretion), the optionee may
exercise an incentive stock option in a calendar year, either in whole or in
part, only if the aggregate initial fair market value of the shares that the
optionee may acquire under incentive stock options that were granted after 1986
prior to the first mentioned option and which become first exercisable in such
year (without regard to the $100,000 limitation) does not exceed $100,000. If an
optionee does not exercise an incentive stock option (or portion thereof) that
is first exercisable in a calendar year under the $100,OOO limitation, the
optionee may exercise that option (or portion thereof) in subsequent years
without regard to the $100,000 limitation.

      To the extent the right to purchase Shares has vested under a
Participant's stock option agreement, options may be exercised from time to time
by delivering payment therefor in cash, certified check, official bank check, or
the equivalent thereof acceptable to the Bank, together with written notice to
the Secretary of the Bank identifying the option or part thereof being exercised
and specifying the number of Shares f or which payment is being tendered. The
Bank shall deliver to the optionee, which delivery shall be not less than
fifteen (15) days and not more than thirty (30) days after the giving of such'
notice unless an earlier or later date shall be mutually agreed upon, without
transfer or issue tax to the optionee (or other person entitled to exercise the
option) at the principal of f ice of the Bank, or such other place as shall be
mutually acceptable, a certificate or certificates for such Shares dated the
date the options were validly exercised; provided, however, that the time of
such delivery may be postponed by the Bank for such period as may be required
for it with reasonable diligence to comply with any requirements of law. If an
option covers incentive and nonstatutory stock options, separate stock
certificates will be issued; one or more for incentive stock options and one or
more for the nonstatutory stock options.

      (d) Termination of Employment or Officer or Director Status. Upon the
termination of an optionee's status as an employee, officer or director of the
Bank, his or her rights to exercise an option then held shall be only as
follows:

      DEATH OR DISABILITY: If an optionee's employment or status as an officer
or director is terminated by death or disability, such optionee or such
optionee's qualified representative (in the event of the optionee's mental
disability) or the optionee's estate (in the event of the optionee's death)
shall have the right for a period of twelve (12) months following the date of
such death or disability to exercise the option to the extent the optionee was
entitled to exercise such option on the date of the optionee's death or
disability, provided the actual date of exercise is in no event after the
expiration of the term of the option.

      An optionee's "estate" shall mean the optionee's legal representative or
any person who acquires the right to exercise an option by reason of the
optionee's death.

      CAUSE: If an employee, officer or director is determined by the Board of
Directors to have committed an act of embezzlement, fraud, dishonesty, breach of
fiduciary duty to the Bank, or to have deliberately disregarded the rules of the
Bank which resulted in loss, damage or injury to the Bank, or if an optionee
makes any unauthorized disclosure of any of the secrets or confidential
information of the Bank, induces any client or customer of the Bank to break any
contract with the Bank or induces any principal for whom the Bank acts as agent
to terminate such agency relations, or engages in any conduct which constitutes
unfair competition with the Bank, or if an optionee is removed from any office
of the Bank by the Federal Deposit Insurance Corporation or any other bank
regulatory agency, neither the optionee nor the optionee's estate shall be
entitled to exercise any option with respect to any Shares whatsoever after
termination of employment or officer or director status, whether or not after
termination of employment or officer or director status the optionee may receive
payment from the Bank for vacation pay, for services rendered prior to
termination, for services for the day on which termination occurred, for salary
in lieu of notice, or for other benefits. In making such determination, the
Board of Directors shall act fairly and shall give the optionee an opportunity
to appear and be heard at a hearing before the full Board of Directors and
present evidence on the optionee's behalf. For the purpose of this paragraph,
termination of employment or officer or director status shall be deemed to occur
when the Bank dispatches notice or advice to the optionee that the optionee's
employment or status as an officer or director is terminated and not at the time
of optionee's receipt thereof.

      OTHER REASONS: If an optionee's employment or status as an officer or
director is terminated for any reason other than those mentioned above under
"Death or Disability" and "Cause", the optionee may, with respect to incentive
stock options, within three (3) months following such termination, and, with
respect to nonstatutory stock options, within three (3) months and one (1) day
following such termination, exercise the option to the extent such option was
exercisable by the optionee on the date of termination of the optionee's
employment or status as an officer or director, provided the date of exercise is
in no event after the expiration of the term of the option.

      (e) Transferability of option. No option shall be transferable other than
by will or the laws of descent and distribution and shall be exercisable during
the optionee's lifetime only by the optionee.

      (f) Other Terms and conditions. options may also contain such other
provisions, which shall not be inconsistent with any of the foregoing terms, as
the Board of Directors or the Committee shall deem appropriate. No option,
however, nor anything' contained in the Plan, shall confer upon any optionee any
right to continue in the employ or in the status as an officer or director of
the Bank, nor limit in any way the right of the Bank to terminate an optionee's
employment or status as an officer or director at any time.

      (g)   Use of Proceeds. from Stock. Proceeds from the sale of Shares
pursuant to the exercise of options granted under the Plan shall constitute
general funds of the Bank.

      (h) Rights as a Shareholders. The optionee shall have no rights as a
shareholder with respect to any Shares until the date of issuance of a stock
certificate for such Shares. No adjustment shall be made for dividends or other
rights for which the record date is prior to the date of such issuance, except
as provided in Section 6 hereof.

      (i) Withholding. The Bank shall have the right upon the exercise of an
option to deduct any sum required to be withheld under federal, state or local
tax laws or regulations. The Bank may condition the issuance of Shares upon
exercise of any option upon the payment by the optionee of any sum required to
be withheld under applicable laws or regulations. The Bank has no duty to advise
any optionee of the existence of any tax or any amounts which may be withheld.

6.    ADJUSTMENT OF AND CHANGES IN THE SHARE

      In the event the shares of Common Stock of the Bank, as presently
constituted, shall be changed into or exchanged for a different number or kind
of shares of stock or other securities of the Bank or of another corporation
(whether by reason of reorganization, merger, consolidation, recapitalization,
reclassification, split-up, combination of shares, or otherwise), or if the
number of shares of Common Stock of the Bank shall be increased through the
payment of a stock dividend, the Board of Directors shall substitute for or add
to etch share of Common Stock of the Bank theretofore appropriated or thereafter
subject or which may become subject to an option under the Plan, the number and
kind of shares of stock or other securities into which each outstanding share of
Common Stock of the Bank shall be so changed, or for which each share shall be
exchanged, or to which each such share shall be entitled, as the case may be. In
addition, the Board of Directors shall make appropriate adjustment in the number
and kind of shares as to which outstanding options, or portions thereof then
unexercised shall be exercisable, so that any optionee's proportionate interest
in the Bank by reason of his or her rights under unexercised portions of such
options shall be maintained as before the occurrence of such event. Such
adjustment in outstanding options shall be made without change in the total
price to the unexercised portion of the option and with a corresponding
adjustment in the option price per share.

      In the event of sale, dissolution or liquidation of the Bank or a merger
or consolidation in which the Bank is not the surviving or resulting
corporation, the Board of Directors may, in its discretion, provide for the
assumption by the surviving or resulting corporation of every option outstanding
hereunder an its terms and conditions, both as to the number of shares and
otherwise; provided, however, that, if the Board of Directors does not provide
for such assumption, the Board of Directors shall have the power to cause the
termination of every option outstanding hereunder, except that the surviving or
resulting corporation may, in its discretion, tender an option or options to
purchase its shares on its terms and conditions, both as to the number of shares
and otherwise; provided, further, that in all events the optionee shall have the
right immediately prior to such sale, dissolution, liquidation, or merger or
consolidation in which the Bank is not the surviving or resulting corporation to
notification thereof as soon as practicable and, thereafter, to exercise the
optionee's option to purchase Shares subject thereto to the extent of any
unexercised portion of the option, regardless of the vesting provisions of
Section 5(c) hereof. This right of exercise shall be conditioned upon the
execution of a final plan of dissolution or liquidation or a definitive
agreement of merger or consolidation.

      In the event of an offer by any person or entity to all shareholders of
the Bank to purchase any or all shares of Common Stock of the Bank (or shares of
stock or other securities which shall be substituted for such shares or to which
such shares shall be adjusted as provided in Section 6 hereof) , any optionee
under this Plan shall have the right upon the commencement of such offer to
exercise the option and purchase shares subject thereto to the extent of any
unexercised or unvested portion of such option.

      Notwithstanding anything contained herein to the contrary, in the event
any acceleration of any unvested portion of an option as provided in this
Section 6 shall constitute an "excess parachute payment" as that term is defined
in Section 28OG of the Internal Revenue Code of 1986, as amended, when
aggregated with all other compensation and benefits received by the optionee
upon the occurrence of any of the events described in this Section 6, the
acceleration of the option shall be limited to such amount as to prevent the
aggregate value of said vesting and such other compensation and benefits from
becoming an "excess parachute payment".

      No right to purchase fractional shares shall result from any adjustment in
options pursuant to this Section 6. In case of any such adjustment, the shares
subject to the option shall be rounded down to the nearest whole share. Notice
of any adjustment shall be given by the Bank to each holder of an option which
was in fact so adjusted and such adjustment (whether or not such notice is
given) shall be effective and binding for all purposes of the Plan.

      To the extent the foregoing adjustments relate to stock or securities of
the Bank, such adjustments shall be made by the Board of Directors or the.
Committee, whose determination in that respect shall be final, binding and
conclusive.

      Except as expressly provided in this Section 6, an optionee shall have no
rights by reason of any of the following events: (1) subdivision or
consolidation of shares of stock of any class; (2) payment of any stock
dividend; (3) any other increase or decrease in the number of shares of stock of
any class; (4) any dissolution, liquidation, merger, consolidation, spin-off of
assets or stock of another corporation. Any issue by the Bank of shares of stock
of any class, or securities convertible into shares of any class, shall not
affect the number or price of shares of Common Stock subject to the option, and
no adjustment by reason thereof shall be made.

      The grant of an 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 or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

7.    LISTING OR QUALIFICATION OF SHARES.

      All options granted under the Plan are subject to the requirement that if
at any time the Board of Directors or the Committee shall determine in its
discretion that the listing or qualification of the Shares subject thereto on
any securities exchange or under any applicable law, or the consent or approval
of any governmental regulatory body, is necessary or desirable as a condition of
or in connection with the issuance of Shares under the option, the option may
not be exercised in whole or in part unless such listing, qualification, consent
or approval shall have been effected or obtained free of any condition not
acceptable to the Board of Directors or the Committee.

8.    BINDING EFFECT OF CONDITIONS.

      The conditions and stipulations herein contained, or in any option granted
pursuant to the Plan shall be, and constitute, a covenant running with all of
the Shares acquired by the optionee pursuant to this Plan, directly or
indirectly, whether the same have been issued or not, and those Shares owned by
the optionee shall not be sold, assigned or transferred by any person save and
except in accordance with the terms and conditions herein provided, and the
optionee shall agree to use the optionee's best efforts to cause the officers of
the Bank to refuse to record on the books of the Bank any assignment or transfer
made or attempted to be made except as provided in the Plan and to cause said
officers to refuse to cancel old certificates or to issue or deliver new
certificates therefor where the purchaser or assignee has acquired certificates
or the Shares represented thereby, except strictly in accordance with the
provisions of the Plan.

9.    AMENDMENT AND TERMINATION OF THE PLAN.

      The Board of Directors shall have complete power and authority to
terminate or amend the Plan; provided, however, that the Board of Directors
shall not, without the approval of the shareholders of the Bank and the approval
of the Superintendent of Banks, State of California, (i) increase the maximum
number of shares for which options may be granted under the Plan; (ii) change
the computation as to minimum option prices set forth in Paragraph 5(b); (iii)
extend the period during which options may be granted or exercised; or (iv)
amend the requirements as to the class of employees, officers or directors
eligible to receive options. Except as provided in Section 6, no termination,
modification or amendment of the Plan may, without the consent of an employee,
officer or director to whom such option shall theretofore have been granted,
adversely affect the rights of such employee, officer or director under such
option. Unless the Plan shall have been terminated by action of the Board of
Directors prior thereto, it shall terminate ten (10) years after the earlier of
its adoption by the Board of Directors or approval by the shareholders.

10.   EFFECTIVE OF THE PLAN.

      The Plan shall become effective only upon approval by the Board of
Directors. The exercise of any options granted pursuant to the Plan shall be
conditioned upon the approval of the Plan within 12 months before or after the
date such Plan is adopted by the holders of a majority of the outstanding shares
of Common Stock of the Bank.

11.   PRIVILEGES OF STOCK OWNERSHIP; SECURITIES
      LAW COMPLIANCE: NOTICE OF SALE.

      No optionee shall be entitled to the privileges of stock ownership as to
any Shares not actually issued and delivered to the optionee. No Shares shall be
purchased upon the exercise of any option unless and until any then applicable
requirements of any regulatory agencies having jurisdiction and of any exchanges
upon which the Common Stock of the Bank may be listed shall have been fully
complied with. The Bank shall diligently endeavor to comply with all applicable
securities laws before any options are granted under the Plan and before any
Shares are issued pursuant to the exercise of such options. The optionee shall
give the Bank notice of any sale or other disposition of any such Shares not
more than five (5) days after such sale or other disposition.

12.   INDEMNIFICATION.

      To the extent permitted by applicable law in effect from time to time, no
member of the Board of Directors or the Committee shall be liable for any,
action or omission of any other member of the. Board of Directors or Committee
nor for any act or omission of any other member of the Board of Directors or
Committee nor for any act or omission on the member's own part, excepting only
the member's own willful misconduct or gross negligence. The Bank shall pay
expenses incurred by, and satisfy a judgment or fine rendered or levied against,
a present or former director or member of the committee in any action against
such person (whether or not the Bank is joined as a party defendant) to impose a
liability or penalty on such person for an act alleged to have been committed by
such person while a director or member of the Committee arising with respect to
the Plan or administration thereof or out of membership on the Committee or by
the Bank, or all or any combination of the preceding; provided, the director or
Committee member was acting in good faith, within what such director or
Committee member reasonably believed to have been within the scope of his or her
employment or authority and for a purpose which he or she reasonably believed to
be in the best interests of the Bank or its shareholders. Payments authorized
hereunder include amounts paid and expenses incurred in settling any such action
or threatened action. This section does not apply to any action instituted or
maintained in the right of the Bank by a shareholder or holder of a voting trust
certificate representing shares of the Bank. The provisions of this section
shall apply to the estate, executor, administrator, heirs, legatees or devisees
of a director or Committee member, and the term "persons" as used in this
section shall include the estate, executor, administrator, heirs, legatees, or
devisees of such person.


<PAGE>


Exhibit 4.2

                                 SAN BENITO BANK

                             1995 STOCK OPTION PLAN

1.    PURPOSE

       The purpose of the San Benito Bank 1995 Stock Option Plan (hereinafter
the "Plan") is to provide a means whereby directors and certain employees of San
Benito Bank (hereinafter the "Bank") may be given an opportunity to purchase
shares of the no par value common stock of the Bank (hereinafter the "Common
Stock"). The Plan is intended to advance the interests of the Bank by
encouraging stock ownership on the part of directors and employees, by enabling
the Bank to secure and retain the services of highly qualified persons and by
providing directors and employees with an additional incentive to make every
effort to enhance the success of the Bank.

2.    STOCK SUBJECT TO OPTION

       Subject to adjustment as provided in Section 4(g) hereof, options may be
granted by the Bank from time to time to purchase an aggregate of Two Hundred
Thousand (200,000) shares of the Bank's authorized but unissued Common Stock
(the "Shares"). Fifty Thousand (50,000) out of the Two Hundred Thousand
(200,000) Shares reserved for issuance under the Plan shall be reserved for
issuance to non-employee directors of the Bank in accordance with Section 4(a)
hereof.

       If any option granted under the Plan shall terminate for any reason or
expire before such option is exercised in full, the Shares previously reserved
for issuance upon exercise of such option shall again become available for grant
pursuant to the Plan.

3.    PARTICIPANTS

      Participants in the Plan ("Participants") shall be-those directors, key
full-time salaried employees and officers of the Bank to whom options may be
granted from time to time by the Board of Directors or the Stock Option
Committee (as provided in Section 5, the "Committee").

4.    GRANT TERMS AND CONDITIONS OF OPTIONS

      Options may be granted at any time prior to the termination of the Plan to
officers and key full-time salaried employees of the Bank who, in the judgment
of the Board of Directors or the Committee, contribute to the successful conduct
of the operation of the Bank through their judgment, interest, ability and
special efforts and to non-employee directors of the Bank; provided, however,
that: (i) an eligible officer or employee shall not participate in the granting
of -his or her own -option; (ii) the aggregate initial fair market value
(determined as of the times the options are granted) of the stock that may be
acquired by any one officer or employee pursuant to all incentive stock options
granted under the Plan that are exercisable for the first time during any one
calendar year (taking into account all incentive stock options under any stock
option plans of the Bank, any of its affiliates, and any predecessor of any such
corporation) shall not exceed $ 100,000; and (iii) except in the case of
termination by death or disability or cause, as set forth in Section 4(d) below,
in the case of an incentive stock option the granted option must be exercised by
the Participant no later than three (3) months after any termination of
employment or status as an officer with the Bank and said employment or status
as an officer must have been continuous since the granting of the option; and
(iv) the total number of shares subject to options granted to any one
Participant, at any one time, shall not exceed ten percent (10%) of the then
issued and outstanding shares of Common Stock of the Bank. In addition, options
granted pursuant to the Plan shall be subject to the following terms and
conditions:

             (a) Non-Employee Director Participants. Fifty Thousand (50,000) out
of the Two Hundred Thousand (200,000) Shares of the Banks Common Stock reserved
for issuance under the Plan shall be reserved for issuance and granted to- each
non-employee -director of the Bank (a "Director") as follows:

               (i) Each Director who is a Director on the date the Plan is
 adopted by the Board of Directors (the "Commencement Date") shall be entitled
 to a grant of an option to purchase Two Thousand Five Hundred (2,500) Shares
 ("Initial Grant"), which option shall be granted on the first business day
 following the meeting of shareholders at which the Plan is approved (the "Grant
 Date"), but shall not be exercisable until satisfaction of the vesting period
 as provided in Section 4(a)(v) hereof.

               (ii) On each anniversary date of the Grant Date (the "Anniversary
Date"), each Director who has been a Director continuously for the preceding
year and who has not previously received one or more grants of options shall be
entitled to a grant of an option' to purchase Two Thousand Five Hundred (2,500)
Shares (an "Annual Grant"). Notwithstanding the foregoing, the maximum number of
Shares for which options may be granted under the Plan to any Director shall be
Two Thousand Five Hundred (2,500) Shares.

               (iii) In the event a Director who is entitled to an Initial Grant
or Annual Grant on the Grant Date or Anniversary Date, respectively, ceases to
be a Director for any reason prior to the Grant Date or Anniversary Date,
respectively, such Director shall not be entitled to receive such Initial Grant
or Annual Grant.

               (iv) No proration of an Annual Grant shall be made to any
Director based on a partial year of service as a Director.

                (v) With respect to each option granted under this Section 4(a),
each Director shall agree to remain as a Director of the Bank and to render his
or her services for a period of at least six (6) months from the respective
Initial Grant or Annual Grant but such agreement shall not impose upon the Bank
any obligation to retain the Participant as Director for any period. No option
granted under this Section 4(a) may be exercised by any Participant unless and
until the Participant has served continuously as a Director of the Bank for a
period of six (6) months from the Initial Grantor Annual Grant of such option:
(the "Vesting Period"),- except asset forth in Sections 4(d) and 4(g) hereof.
Upon the expiration of six (6) months from each respective Initial Grant or
Annual Grant, each option shall become immediately exercisable in full.

      (b) Option Price. The purchase price under each option shall be not less
than one hundred percent (100%) of the fair market value of the Shares subject
thereto on the date the option is granted, as such value is determined by the
Board of Directors or the Committee. The fair market value of such stock shall
be determined in accordance with any reasonable valuation method, including the
valuation methods described in Treasury Regulation Section 20.2031-2. If,
however, an employee owns stock of the Bank possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Bank,
the option price of any incentive stock option granted to such Participant shall
be not less than 110 percent (110%) of such fair market value at the time such
option is granted.

      (c) Duration and Exercise of Options. Except for options granted pursuant
to Section 4(a) hereof which shall vest as provided in Section 4(a) hereof, each
option shall vest in such manner and be exercisable for a term up to, but not
exceeding, ten (10) years from the date the option is granted as the Board of
Directors or the Committee shall determine in its sole discretion; provided
also, however, that the Board of Directors or the Committee may, in its sole
discretion, accelerate the time of exercise of any option. If an employee owns
stock of the Bank possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Bank, any incentive stock option
shall vest in such manner and at such time up to but not exceeding five (5)
years from the date the option is granted. The termination of the Plan shall not
alter the maximum duration, the vesting provisions, or any other term or
condition of any option granted prior to the termination of the Plan.

      With respect to incentive stock options granted to officer or key employee
Participants under the Plan in any calendar year, the Bank may grant incentive
stock options to purchase Shares having more than $100,000 in initial aggregate
fair market value (determined at the times the options are granted), subject to
the $100,000 limitation set forth in this paragraph applicable to each year in
which such options become first exercisable. Such Participant may exercise,
during a calendar year, an incentive stock option only to the extent that the
aggregate initial fair market value of the Shares (determined at the time the
options are granted) that may be acquired pursuant to the option (or portion
thereof) and all other incentive stock options that are first exercisable during
the calendar year does not exceed $ 100,000 (taking into account all incentive
stock options granted under any stock option plan of the Bank or any affiliate
of the Bank, or any predecessor of any such corporation). If permitted under
regulations promulgated by the. Treasury Department or by a ruling of the
Internal Revenue Service, the Participant may choose, among the options granted
under the Plan that are first exercisable by the Participant in a calendar year,
those options the Participant wishes to exercise subject to the $100,000
limitation. If such choice is not permitted, the Participant may exercise an
incentive stock option in a calendar year, either in whole or in part, only if
the aggregate initial fair market value of the Shares that the Participant may
acquire under incentive stock options prior to the first mentioned option and
which become first exercisable in such year (without regard to the $ 100,000
limitation) does not exceed $100,000. If a Participant does not exercise an
incentive stock option(or portion thereof) that is first exercisable in a
calendar year under the $100,000 limitation, the Participant may exercise that
option (or portion thereof) in subsequent years without regard to the $100,000
limitation.

      To the extent the right to purchase Shares has vested under a
Participant's stock option agreement, options may be exercised from time to time
by delivering payment in full, plus any income taxes which may then be due and
payable, in cash, or by certified check, official bank check, or the equivalent
thereof acceptable to the Bank together with written notice to the Secretary of
the Bank identifying the option or portion thereof being exercised and
specifying the number of Shares for which payment is being tendered. The Bank
shall deliver to the Participant, which delivery shall be not less than fifteen
(15) days and not more than thirty (30) days after the giving of such notice
unless an earlier or later date shall be mutually agreed upon, without transfer
or issue tax to the Participant (or other person entitled to exercise the
option) at the principal office of the Bank, or such other place as shall be
mutually acceptable, a certificate or certificates for such Shares dated the
date the options were validly exercised; provided, that the time of such
delivery may be postponed by the Bank for such period as may be re for it with
reasonable diligence to comply with any requirements of law. If an option covers
incentive and nonstatutory stock options, separate stock certificates will be
issued, one or for incentive stock options and one or more for the nonstatutory
stock options.

      (d)   Termination of Employment or Officer or Director Status. Upon the
termination of a Participant's status as an employee or officer or director
of the Bank, his or her rights exercise an option then held shall: be only as
follows:

            (i) DEATH OR DISABILITY: If a Participant's employment or status as
an officer or director is terminated by death or disability, such Participant or
such Participants qualified representative (in the event of the Participants
mental disability) or the Participants estate (in the event of the Participant's
death) shall have the right for a period of twelve (12) months following the
date of such death or disability to exercise the option to the extent the
Participant was entitled to exercise such option on the date of the Participants
death or disability, provided the actual date of exercise is in no event after
the expiration of the term of the option.

            A Participant's "estate" shall mean the Participant's legal
representative or any person who acquires the right to exercise an option by
reason of the Participant's death.

            (ii) CAUSE: If an employee, officer or director is determined by the
Board of Directors to have committed an act of embezzlement, fraud, dishonesty,
breach of fiduciary duty to the Bank, or to have deliberately disregarded the
rules of the Bank which resulted in loss, damage or injury to the Bank, or if a
Participant makes any unauthorized disclosure of any of the secrets or
confidential information of the Bank, induces any client or customer of the Bank
to break any contract with the Bank or induces any principal for whom the Bank
acts as agent to terminate such agency relationship, or engages in any conduct
which constitutes unfair competition with the Bank, or if a Participant is
removed from any office or directorship of the Bank by the Federal Deposit
Insurance Corporation, the Federal Reserve Board, the California State Banking
Department or any other regulatory agency, or if a director Participant is
removed at a director of the Bank pursuant to California Corporations Code
Section 302 or Section 304, any other applicable law or regulation, neither the
Participant nor the Participant's estate shall be entitled to exercise any
option with respect to any Shares whatsoever after termination of employment or
officer or director status, whether or not after termination of employment or
officer or director status, the Participant may receive payment from the Bank
for vacation pay, for services rendered prior to termination, for services for
the day on which termination occurred, for salary in lieu of notice, or for
other benefits. In making such determination, the Board of Directors shall act
fairly and shall give the Participant an opportunity to appear and be heard at a
hearing before the full Board of Directors and present evidence on the
Participants behalf For the purpose of this paragraph, termination of employment
or officer or director status shall be deemed to occur when the Bank dispatches
notice or advice to the Participant that the Participant's employment or status
as an officer or director is terminated and not at the time of the Participant'
s receipt thereof.

            (iii) OTHER REASONS: If a Participant s employment or status as an
officer or director is terminated for any reason other than those mentioned
above under "Death or Disability" and "Cause", the Participant may, with respect
to incentive stock options, within three (3) months following such termination,
and, with respect to nonstatutory stock options, within three (3) months and one
(1) day following such termination, exercise the option to the extent such
option was exercisable by the Participant on the date of termination of the
Participant's employment or status as an officer or director, provided the date
of exercise is in no event after the expiration of the term of the option.

            (iv) EXTENSION OF GRACE PERIOD: If a Participant employment or
status officer or director is terminated for any reason other than those
mentioned above under "Death or Disability" and "Cause" and the Participant dies
or becomes disabled, with respect to incentive stock options, during the three
(3) months following such termination, and, with respect to nonstatutory stock
options, within three (3) months and one (1) day following such termination,
such Participant or such Participant's qualified representative (in the event of
the Participants mental disability) or the Participant's estate (in the event of
the Participant's death) shall have the right for a period of twelve (12) months
following the date of such death or disability to exercise the option to the
extent the Participant was entitled to exercise such option on the date of the
Participant's death or disability, provided the actual date of exercise is in no
event after the expiration of the term of the option.

      (e) Transferability of Option. No option shall be transferable other than
by will or the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended, and shall be exercisable
during the Participant's lifetime only by the Participant.

      (f) Other Terms and Conditions. Options may also contain such other
provisions, which shall not be inconsistent with any of the foregoing terms, as
the Board of Directors or the Committee shall deem appropriate. No option,
however, nor anything contained in the Plan, shall confer upon any Participant
any right to continue in the employ or in the status as an officer or director
of the Bank, nor limit in any way the right of the Bank to terminate a
Participants employment or status as an officer or director at any time.

      (g) Adjustment for Changes in Common Stock. In the event the shards of
Common Stock of the Bank, as presently constituted, shall be changed into or
exchanged for a different number or kind of shares of stock or other securities
of the Bank or of another corporation (whether by reason of reorganization,
merger, consolidation, recapitalization, reclassification, split-up, combination
of shares, or otherwise), or if the number of shares of Common Stock of the Bank
shall be increased through the payment of a stock dividend, the Board of
Directors shall substitute for or add to each share of Common Stock of the Bank
theretofore appropriated or thereafter subject or which may become subject to an
option under the Plan, the number and kind of shares of stock or other
securities into which each outstanding share of Common Stock of the Bank shall
be so changed, or for which each share shall be exchanged, or to which each such
share shall be entitled, as the case may be. In addition, the Board of Directors
shall make appropriate adjustment in the number and kind of shares as to which
outstanding options, or portions thereof then unexercised shall be exercisable,
so that any Participants proportionate interest in the Bank by reason of his or
her rights under unexercised portions of such options shall be maintained as
before the occurrence of such event. Such adjustment in outstanding options
shall be made without change in the total price of the unexercised portion of
the option and with a corresponding adjustment in the option price per share.

       In the event of sale, dissolution or liquidation of the Bank or a merger
or consolidation in which the Bank is not the surviving or resulting
corporation, the Board of Directors may, in its discretion, provide for the
assumption by the surviving or resulting corporation of every option outstanding
hereunder on its terms and conditions, both as to the number of shares and
otherwise; provided, however, that, if the Board of Directors does not provide
for such assumption, the Board of Directors shall have the power to cause the
termination of every option outstanding hereunder, except that the surviving or
resulting corporation may, in its discretion, tender an option or options to
purchase its shares on its terms and conditions, both as to the number of shares
and otherwise; provided, further, that in all events the Participant shall have
the right immediately prior to such sale, dissolution, liquidation, or merger or
consolidation in which the Bank is not the surviving or resulting corporation to
notification thereof as soon as practicable and, thereafter, to exercise the
Participants option to purchase Shares subject thereto to the extent of any
unexercised portion of the option, regardless of the vesting provisions of
Section 4(b) hereof. This right of exercise shall be conditioned upon the
execution of a final plan of dissolution or liquidation or a definitive
agreement of merger or consolidation.

      In the event of the purchase by any person or entity of, or an offer by
any person or entity to all shareholders of the Bank to purchase any or all
shares of Common Stock of the Bank (or shares of stock or other securities which
shall be substituted for such shares or to which such shares shall be adjusted
as provided in Section 4(g) hereof), any Participant under this Plan shall have
the right upon such purchase or the commencement of such offer to. exercise the
option and purchase shares subject thereto to the extent of any unexercised or
unvested portion of such option.

      No right to purchase fractional shares shall result from any adjustment in
options pursuant to this Section 4(g). In case of any such adjustment, the
shares subject to the option shall be rounded down to the nearest whole share.
Notice of any adjustment shall be given by the Bank to each holder of an option
which was in fact so adjusted and such adjustment (whether or not such notice is
given) shall be effective and binding for all purposes of the Plan.

       To the extent the foregoing adjustments relate to stock or securities of
 the Bank, such adjustments shall be made by the Board of Directors or the
 Committee, whose determination in that respect shall be final, binding and
 conclusive.

       Except as expressly provided in this Section 4(g), a Participant shall
 have no rights by reason of any of the following events: (1) subdivision or
 consolidation of shares of stock of any class; (2) payment of any stock
 dividend; (3) any other increase or decrease in the number of shares of stock
 of any class; (4) any dissolution, liquidation, merger, consolidation, spin-off
 of assets or stock of another corporation. Any issue by the Bank of shares of
 stock of any class, or securities convertible into shares of any class, shall
 not affect the number or price of shares of Common Stock subject to the option,
 and no adjustment by reason thereof shall be made.

       The grant of an 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 or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

       (h) Rights as a Shareholder. The Participant shall have no rights as a
shareholder with respect to any Shares-until the date of issuance of a stock
certificate for such Shares. No adjustment shall be made for dividends or other
rights for which the record date is prior to the date of such issuance, except
as provided in Section 4(g) hereof.

      (i) Withholding The Bank shall have the right upon the exercise of an
option. to deduct any sums required to be withheld under federal, state or local
tax laws or regulations. The Bank may condition the issuance of Shares upon
exercise of any option upon the payment by the Participant of any sums required
to be withheld under applicable laws or regulations. The Bank has no duty to
advise any Participant of the existence of any tax or any amounts which may be
withheld.

5.    ADMINISTRATION

       The Plan shall be administered by a Stock Option Committee (the
"Committee") which shall consist of all members of the Board of Directors of the
Bank, or a committee of the Board of Directors composed of not fewer than three
(3) directors appointed for this purpose by the Board of Directors, except those
directors who are officers or full-time, salaried, key employees of the Bank.
The Bank shall effect the grant of options under the Plan by execution of
instruments in writing in a form approved by the Committee. Subject to the
express terms and conditions of the Plan and the terms of any option outstanding
under the Plan, the Committee shall have full power to construe the Plan and the
terms of any option granted under the Plan, to prescribe, amend and rescind
rules and regulations relating to the Plan or such options and to make all other
determinations necessary or advisable for the Plan's administration, including,
without limitation, the power to (i) determine which persons meet the
requirements of Section 3 hereof for selection as participants of the Plan; (ii)
except as provided in Section 4(a) hereof, determine to which of the eligible
persons, if any, options shall be granted under the Plan; (iii) establish the
terms and conditions required or permitted to be included in every option
agreement or any amendments thereto, including whether options to be granted
thereunder shall be incentive stock options or nonstatutory stock options; (iv)
except as provided in Section 4(a) hereof, specify the number of shares to be
covered by each option; (v) in the event a particular option is to be an
incentive stock option, determine and incorporate such terms and provisions, as
well as amendments thereto, as shall be required in the judgment of the Board of
Directors or the Committee, so as to provide for or conform such option to any
change in any law, regulation, ruling or interpretation applicable thereto; and
(vi) make all other determinations deemed necessary or advisable for
administering the Plan. The Committee's determination on the foregoing matters
shall be conclusive.

6.    EFFECTIVE DATE AND TERMINATION OF PLAN

      (a) The Plan shall become effective only upon adoption by the Board of
Directors.

      The exercise of any options granted pursuant to the Plan shall be
conditioned upon approval of the Plan by the holders of a majority of all of the
shares of Common Stock of the Bank represented and voting at a meeting of
shareholders of the Bank to which the Plan is submitted for approval, by the
holders of a majority of the disinterested shares represented and voting at such
meeting and upon satisfaction of any other conditions to such exercise as may be
imposed by the Superintendent of Banks, State of California.

      (b) Unless the Plan shall have been terminated by action of the Board of
Directors prior thereto, it shall terminate ten (10) years after the earlier of
its adoption by the Board of Directors or approval by the shareholders. The
termination of the Plan shall not alter the maximum term, the vesting provisions
or other terms or conditions of any option granted prior to termination of the
Plan.

7.    AMENDMENTS

      The Board of Directors of the Bank or the Committee may from time to time,
 with the approval of the Superintendent of Banks of the State of California,
 alter or amend the Plan or alter or amend any and all agreements evidencing
 options granted thereunder; provided, however, that the Board of Directors
 shall not without the approval of the shareholders of the Bank: (i) increase
 the maximum number of Shares for which options may be granted under the Plan;
 (ii) increase the benefits accruing to Participants under the Plan; or (iii)
 modify the requirements as to the class of employees or officers or directors
 eligible to receive options. The Board of Directors shall have complete power
 and authority to terminate the Plan at any time prior to its scheduled
 expiration date. Except as provided in Section 4(g), no termination,
 modification or amendment of the Plan may, without the consent of an employee
 or officer or director to whom an option shall theretofore have been granted,
 adversely affect the rights of such employee or officer or director under such
 option.

8.    USE OF PROCEEDS

      The proceeds from the sale of Common Stock pursuant to the exercise of
options will be used for the Bank's general corporate purposes.

9.    NO OBLIGATION TO EXERCISE OPTION

      The granting of an option hereunder shall impose no obligation upon the
Participant to exercise such option.

10.   SECURITIES LAWS

      No shares of Common Stock shall be issued upon the exercise of any option
under the Plan unless and until the Bank has complied with any then applicable
requirements of statute or regulation applicable to such issuance. The Bank
shall diligently endeavor to comply with all applicable securities laws before
any options are granted hereunder and before any shares of

      Common Stock are issued pursuant to the exercise of such options.


<PAGE>


Exhibit 5.1

                   [Pacific Capital Corporation Letterhead]


                                August 28 , 2000

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

      Reference is made to the registration under the Securities Act of 1933
(the "Act") of an aggregate of 95,128 shares (the "Shares") of the Company's
common stock, no par value of which (i) 8,745 shares are to offered under the
San Benito Bank 1984 Amended Stock Option Plan (the "1984 Plan"), and (ii)
86,383 shares are to offered under the San Benito Bank 1995 Stock Option Plan
(the "1995 Plan" and together with the 1984 Plan, collectively referred to as
the "Plans").

      I have examined or considered originals or copies, certified or otherwise
identified to my satisfaction, of the Company's Articles of Incorporation of the
Company and Bylaws, the Plans, records of relevant corporate proceedings with
respect to the offering of the Shares and such other documents, instruments and
corporate records as I have deemed necessary or appropriate for the expression
of the opinions contained herein. I have also reviewed the Company's
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission with respect to the Shares.

      I have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to me as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to me as copies, the authenticity and completeness of the originals of
those records, certificates and other instruments submitted to me as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that I have examined.

      Based on the foregoing and having regard for such legal considerations as
I have deemed relevant, I am of the opinion that the Shares have been duly and
validly authorized for issuance and, when issued in accordance with the terms of
the applicable Plan, will be duly and validly issued, fully paid and
nonassessable.

      The foregoing opinion is limited to the federal laws of the United States
of America and the California General Corporate Law, and I am expressing no
opinion as to the effect of the laws of any other jurisdiction.

      I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                Very truly yours,

                               By:/s/ Jay D. Smith

                              Jay D. Smith, General Counsel

<PAGE>

Exhibit 23.2

                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the incorporation by
reference in this S-8 registration statement of our report dated February 4,
2000, included in Pacific Capital Bancorp's Form 10-K for the year ended
December 31, 1999, and to all references to our Firm included in this
registration statement.

/s/ Arthur Anderson LLP
Los Angeles, California
August 29, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "SAN BENITO AMENDED STOCK OPTION PLAN", "secsgml_size_bytes": 79719}]
{"company-data": {"conformed-name": "PACIFIC CAPITAL BANCORP /CA/", "cik": "0000357264", "assigned-sic": "6022", "irs-number": "953673456", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44752", "film-number": "712893"}, "business-address": {"street1": "200 EAST CARRILLO STREET", "street2": "SUITE 300", "city": "SANTA BARBARA", "state": "CA", "zip": "93101", "phone": "8055646298"}, "mail-address": {"street1": "P O BOX 1119", "city": "SANTA BARBARA", "state": "CA", "zip": "931021119"}, "former-company": {"former-conformed-name": "SANTA BARBARA BANCORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on August 29, 2000
                                                Registration No.
                                                333-__________

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                 -------------------------------------------

                                    FORM S-8

           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                 -------------------------------------------

                             PACIFIC CAPITAL BANCORP

                       (formerly Santa Barbara Bancorp)
            (Exact name of registrant as specified in its charter)

                                       California

                                  95-3673456
               (State or other jurisdiction of (I.R.S. Employer
                 incorporation or organization) Identification
                                     No.)

                       200 East Carrillo Street, Suite 300

                       Santa Barbara, California 93101
                   (Address of principal executive offices)

                SAN BENITO BANK 1984 AMENDED STOCK OPTION PLAN
                                       and

                    SAN BENITO BANK 1995 STOCK OPTION PLAN

                           (Full title of the plan)

                 -------------------------------------------

                                                        Copy to:
          Jay D. Smith, Esq.                      Bruce W. McRoy, Esq.
  200 East Carrillo Street, Suite 300     Reicker, Clough, Pfau, Pyle, McRoy &
                                                      Herman, LLP
    Santa Barbara, California 93101            1421 State Street, Suite B
            (805) 564-6310                  Santa Barbara, California 93101
(Name, address and telephone number of               (805) 966-2440
          agent for service)
                 -------------------------------------------

                         CALCULATION OF REGISTRATION FEE

================================================================================

TITLE OF EACH CLASS     AMOUNT        PROPOSED       PROPOSED       AMOUNT OF
   OF SECURITIES         TO BE        MAXIMUM         MAXIMUM      REGISTRATION
  TO BE REGISTERED    REGISTERED   OFFERING PRICE    AGGREGATE         FEE
                                     PER SHARE       OFFERING
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
  Common Stock, no      95,128       $20.25(2)     $1,926,491(2)     $536(3)
     par value         Shares(1)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

================================================================================

(1) Pursuant to Rule 416(a), also covers additional securities that may be
offered as a result of stock splits, stock dividends, or similar transactions.

(2) Estimated solely for purposes of calculating the registration fee. The
number of shares covered by this registration statement consist of the
following: (a) 8,745 shares issuable upon exercise of stock options having an
exercise price of $12.0992 per share; (b) 28,182 shares issuable upon exercise
of stock options having an exercise price of $10.9421 per share; (c) 18,634
shares issuable upon exercise of stock options having an exercise price of
$16.5289 per share; (d) 9,317 shares issuable upon exercise of stock options
having an exercise price of $18.0331 per share; (e) 6,050 shares issuable upon
exercise of stock options having an exercise price of $32.4463 per share; and
(f) 24, 200 shares issuable upon exercise of stock options having an exercise
price of $34.7107 per share; (3) Calculated pursuant to Rule 457(h) and (c).
PART I

               INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.           Plan Information.*
Item 2.           Registrant Information and Employee Plan Annual
Information.*

*     Information required by Part I of Form S-8 to be contained in the Section
      10(a) prospectus is omitted from this registration statement in accordance
      with Rule 428 under the Securities Act of 1933 and the Note to Part I of
      Form S-8.

                                   PART II
                INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference.

      Registrant hereby incorporates by reference in this registration statement
the following documents previously filed by Registrant with the Securities and
Exchange Commission:

            (1)   Registrant's Annual Report on Form 10-K for the fiscal year
      ended December 31, 1999;

            (2) Registrant's Quarterly Reports on Form 10-Q for the fiscal
      quarters ended March 31, 2000 and June 30, 2000;

            (3)   Registrant's Current Reports on Forms 8-K filed March 7,
      2000 and May 16, 2000;

            (4) the description of the common stock, no par value, of Registrant
      (the "Common Stock") set forth in the registration statement on Form S-4
      filed May 4, 2000, and Amendment No. 1 thereto set forth in the
      registration statement on Form S-4/A filed May 10, 2000 for the purpose of
      updating such description.

      All documents filed by Registrant with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the date of this registration statement shall be deemed to be incorporated
herein by reference and to be a part hereof from the date of the filing of such
documents until such time as there shall have been filed a post-effective
amendment that indicates that all securities offered hereby have been sold or
that deregisters all securities remaining unsold at the time of such amendment.

Item 4.           Description of Securities.

            Not applicable.

Item 5.           Interests of Named Experts and Counsel.

            Not applicable.

Item 6.           Indemnification of Directors and Officers.

      Section 317 of the California General Corporation Law authorizes a court
to award, or a corporation's Board of Directors to grant indemnity to directors,
officers, employees and other agents of the corporation ("Agents") in terms
sufficiently broad to permit such indemnification under certain circumstances
for liabilities (including reimbursement for expenses incurred) arising under
the Securities Act of 1933.

      The Board of Directors of Registrant has resolved to indemnify the
officers and directors of Registrant to the full extent permitted by Section 317
of the California General Corporation Law, and Registrant's Articles of
Incorporation and Amended and Restated Bylaws authorize Registrant to provide
for indemnification of officers and directors to the same extent. This
indemnification limits the personal monetary liability of directors in
performing their duties on behalf of Registrant, to the extent permitted by the
California General Corporation Law, and permits Registrant to indemnify its
directors and officers against certain liabilities and expenses, to the extent
permitted by the California General Corporation Law. In addition, Registrant
maintains a directors' and officers' liability insurance policy that insures its
directors and officers against certain liabilities, including certain
liabilities under the Securities Act of 1933.

Item 7.           Exemption from Registration Claimed.

            Not applicable.

Item 8.           Exhibits.

      The following documents are filed as a part of this registration
      statement.

Exhibit Number      Document Description

4.1                 San Benito Bank 1984 Amended Stock Option Plan  *

4.2                 San Benito Bank 1995 Stock Option Plan  *

5.1                 Opinion of Counsel  *

23.1                Consent of Counsel (included in the opinion filed as
                                      Exhibit 5.1)

23.2                Consent of Arthur Andersen LLP *

24.1                Power of Attorney (see signature page of this registration
                                      statement).

*     Filed herewith.

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 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;

            (2) that, for the purpose of determining any liability under the
      Securities Act of 1933, 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; and

            (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 of 1933, each filing of
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Exchange Act of 1934) 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.

      C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a director, officer or controlling person of 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, 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 of 1933 and will be governed by
the final adjudication of such issue.

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, Registrant
certifies that it has reasonable grounds to believe that it meets all 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 Santa Barbara, State of California on August 28,
2000.

                                          PACIFIC CAPITAL BANCORP

                                   By:/s/     William S. Thomas, Jr.
                                              William S. Thomas, Jr.,President

                                POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints Jay D. Smith and Donald Lafler,
and each of them, each with full power to act without the other, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this registration statement, and to
file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each of
said attorneys-in-fact and agents 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 might or could do in
person hereby ratifying and confirming that each of said attorneys-in-fact and
agents or his 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 by the following persons in the
capacities and on the dates indicated.

   NAME                    TITLE                               DATE
   ------------------------

   ------------------------
   /s/ Donald M. Anderson  Vice  Chairman  of  the  Board  and August 28, 2000
   Donald M. Anderson      Director

   ------------------------
   /s/ David W. Spainhour  Chairman of the Board and Director  August 28, 2000
   David W. Spainhour

   ------------------------
   /s/ William S. Thomas,  President, Chief Executive Officer  August 28, 2000
   Jr.                     and Director
   William S. Thomas, Jr

   ------------------------
   /s/ D. Vernon Horton    Vice Chairman and Director          August 28, 2000
   D. Vernon Horton

   ------------------------
   /s/ Clayton C. Larson   Vice Chairman and Director          August 28, 2000
   Clayton C. Larson

   /s/ Edward J. Czajka    Controller                          August 28, 2000
   Edward Czajka           (Principal Accounting Officer)

   /s/ Edward E. Birch     Director                            August 28, 2000
   Edward E. Birch

   ------------------------
   /s/ Richard M. Davis    Director                            August 28, 2000
   Richard M. Davis

   ------------------------
   /s/ Dale E. Hanst       Director                            August 28, 2000
   Dale E. Hanst

   ------------------------
   /s/ Roger C. Knopf      Director                            August 28, 2000
   Roger C. Knopf

   ------------------------
   /s/    Richard    A.    Director                            August 28, 2000
   Nightingale
   Richard A. Nightingale

   ------------------------
   /s/ Kathy J. Odell      Director                            August 28, 2000
   Kathy J. Odell

   ------------------------
   /s/ Willaim H. Pope     Director                            August 28, 2000
   William H. Pope

   ------------------------

   ------------------------
INDEX TO EXHIBITS

  Exhibit Number                            Description

        4.1         San Benito Bank 1984 Amended Stock Option Plan  *

        4.2         San Benito Bank 1995 Stock Option Plan  *

        5.1         Opinion of Counsel  *

       23.1         Consent  of  Counsel  (included  in  the  opinion  filed  as
                                      Exhibit 5.1)

       23.2         Consent of Arthur Andersen LLP  *

       24.1         Power of Attorney (see signature  page of this  registration
                                      statement).

------------------
* Filed herewith.
Exhibit 4.1

                                 SAN BENITO BANK

                         1984 AMENDED STOCK OPTION PLAN

      Amended as of February 16, 1988 and April 18, 1989

1.    PURPOSE.

      The purpose of this 1984 Amended Stock Option Plan (the "Plan") of San
Benito Bank and its affiliates (hereinafter collectively referred to as the
"Bank") is to secure for the Bank and its shareholders the benefits of the
incentive inherent in the ownership of Common Stock of the Bank by those
directors and key full-time employees and officers of the Bank who will share
responsibility with management of the Bank for its future growth and success.

      The word "affiliate", as used in this Plan, means any bank or corporation
in an unbroken chain of banks or corporations beginning or ending with the Bank,
if at the time of the granting of an option, each such bank or corporation other
than the last in that chain owns stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other
banks or corporations in the chain.

2.    ADMINISTRATION.

      The following provisions shall govern the administration of the Plan:

      (a) The Plan shall be administered by the Board of Directors or a
committee of the Board of Directors appointed for this purpose by the Board of
Directors (the " Committee") composed of not less than three (3) directors. The
Board of Directors may from time to time remove members from or add members to
the Committee. Vacancies on the Committee, however caused, shall be filled by
the Board of Directors. The Board of Directors shall designate a Chairman and
Vice-Chairman of the Committee from among the Committee members. Acts of the
committee (i) at a meeting, held at a time and place and in accordance with
rules adopted by the Committee, at which a quorum of the Committee is present
and acting, or (ii) reduced to and approved in writing by a majority of the
members of the Committee, shall be the valid acts of the Committee.

      (b) The Bank shall effect the grant of options under the Plan by execution
of instruments in writing in a form approved by the Board of Directors or, if
appointed, the Committee. Subject to the express terms and conditions of the
Plan and the terms of any option outstanding under the Plan, the Board of
Directors or, if appointed, the committee, shall have full power to construe the
Plan and the terms of any option granted under the Plan, to prescribe, amend and
rescind rules and regulations relating to the Plan or such options and to make
all other determinations necessary or advisable for the administration of the
Plan, including, without limitation, the power to: (i) determine which persons
meet the requirements of Section 3 hereof for selection as participants in the
Plan and which persons are considered to be 'employees" for purposes of the
Internal Revenue Code of 1986, as amended (the "Code"), and therefore eligible
to receive incentive stock options under the Plan; (ii) determine to whom of the
eligible persons, if any, options shall be granted under the Plan; (iii)
establish the terms and conditions required or permitted to be included in every
option agreement or any amendments thereto, including whether options to be
granted thereunder shall be "incentive stock options," as defined in section
422A of the Code, or "nonstatutory stock options"; (iv) specify the number of
shares to be covered by each option; (v) in the event a particular option is to
be an incentive stock option, determine and incorporate such terms and
provisions, as well as amendments thereto, as shall be required in the judgment
of the Board of Directors or the Committee, so as to provide for or conform such
option to any change in any law, regulation, ruling or interpretation applicable
thereto; and (vi) to make all other determinations deemed necessary or advisable
for administering the Plan. The determination on the foregoing matters by the
Board of Directors or the Committee shall be conclusive.

3.    PARTICIPANTS.

      Participants in the Plan shall be those directors and key full-time
salaried employees and officers of the Bank to whom options may be granted from
time to time by the Board of Directors or the committee.

4.    THE SHARES.

      The shares of stock initially subject to options authorized to be granted
under the Plan shall consist of One Hundred Six Thousand Eight Hundred
Seventy-five (106,875) shares of the no par value Common Stock of the Bank (the
"Shares"), or the number and kind of shares of stock or other securities which
shall be substituted for such shares or to which such shares shall be adjusted
as provided in Section 6. Thirty-five Thousand (35,000) out of the One Hundred
Six Thousand Eight Hundred Seventy-five (106,875) Shares reserved for issuance
under the Plan shall be reserved for issuance to non-employee directors of the
Bank in accordance with Section 5(a) hereof. The Shares subject to the Plan may
be set aside out of the authorized but unissued shares of Common Stock of the
Bank not reserved for any other purpose or out of shares of Common Stock subject
to an option which, for any reason, terminates unexercised as to the Shares.

5.    GRANT, TERMS AND CONDITIONS OF OPTIONS .

      Options may be granted at any time prior to the termination of the Plan to
directors, officers and other key, full-time salaried employees of the Bank who,
in the judgment of the Board of Directors or the Committee, contribute to the
successful conduct of the operation of the Bank through their judgment,
interest, ability and special efforts; provided, however, that:(i) an eligible
officer or employee shall not participate in the granting of his or her own
option; (ii) the aggregate initial fair market value of the stock (determined as
of the date the option is granted) that may be acquired by any one officer or
employee pursuant to all incentive stock options granted under the Plan after
1986 that are exercisable for the first time during any one calendar year
(taking into account all incentive stock options under any stock option plans of
the Bank, any of its affiliates and any predecessor of any such corporation)
shall not exceed $100,000; (iii) except in the case of termination by death or
disability, as set forth in Section 5 (d) below, in the case of an incentive
stock option, the granted option must be exercised by the optionee no later than
three (3) months after any termination of employment with the Bank and said
employment must have been continuous since the granting of the option; and (iv)
the total number of shares subject to options granted to any one optionee, at
any one time, shall not exceed ten percent (10%) of the then issued and
outstanding shares of Common Stock of the Bank. In addition, options granted
pursuant to the Plan shall be subject to the following terms and conditions:

      (a) Non-Employee Director Participants. Thirty-five Thousand (35,000) out
of the One Hundred Six Thousand Eight Hundred Seventy-five (106,875) Shares of
the Bank's Common Stock reserved for issuance under the Plan shall be reserved
for issuance and granted to non-employee directors of the Bank as follows: (i)
Upon approval of the Plan by the affirmative vote of majority of the outstanding
shares of Common Stock of the Bank, nonstatutory option to purchase Two Thousand
Five Hundred of the Shares shall be granted to each current non-employee
director of the Bank who is re-elected on June 13, 1989, for a total grant of
options in the aggregate amount of Twenty-five Thousand (25,000) Shares as
follows:

                                                Number of Shares

      Director                                        Subject to Option

      Ronald L. Darby                                       2,500
      Albert F. Guerra                                      2,500
      John D. Maness                                        2,500
      Stanley L. Maynes                                     2,500
      Gerald T. McCullough                                  2,500
      David M. Porteur                                      2,500
      Frank J. Sabbatini                                    2,500
      Ray A. Sabbatini                                      2,500
      Enos N. Silva                                         2,500
      Robert W. Yant                                        2,500

      Each nonstatutory option so granted to the above-named nonemployee
directors of the Bank shall be granted at an exercise price no less than one
hundred percent (100%) of the fair market value of the Bank's common Stock on
the date of grant. All such nonstatutory options so granted shall be exercisable
for a term not exceeding ten (10) years from the date of grant and shall be
exercisable in twenty percent (20%) cumulative annual installments commencing
with the first anniversary of the grant date. Additionally, the remaining Ten
Thousand (10,000) of the Thirty-five Thousand (35,000) Shares reserved for
issuance to non-employee directors of the Bank will be granted to nonemployee
directors of the Bank who are elected to the Board of Directors of the Bank
after June 13, 1989. Each such option so granted shall be for Two Thousand Five
Hundred (2,500) Shares (or the number and kind of shares of stock or other
securities which shall be substituted for such shares or to which such shares
shall be adjusted as provided 'in Section 6) for a term not exceeding ten (10)
years from the date of grant and shall be exercisable in twenty percent (20%)
cumulative annual installments commencing with the first anniversary of the
grant date. NO NON-EMPLOYEE DIRECTOR SHALL BE ELIGIBLE TO RECEIVE ANY STOCK
OPTION OTHER THAN AS EXPRESSLY SET FORTH IN THIS SECTION 5 (a).

      (b) Option Price. The purchase price under each option shall be not less
than one hundred percent (100%) of the fair market value of the Shares subject
thereto on the date the option is granted, as such value is determined by the
Board of Directors or the Committee. The fair market value of such stock shall
be determined in accordance with any reasonable valuation method, including the
valuation methods described in Treasury Regulation Section 20.2031-2. If,
however, an employee owns stock of the Bank possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Bank,
the option price of any incentive stock option granted to such optionee shall be
not less than 110 percent (110%) of such fair market value at the time such
option is granted.

      (c) Duration and Exercise of Options. Each option shall vest in such
manner and at such time up to but not exceeding ten (10) years from the date the
option is granted as the Board of Directors or the Committee shall determine in
its sole discretion; provided also, however, that the Board of Directors or the
Committee may, in its sole discretion, accelerate the time of exercise of any
option. If an employee owns stock of the Bank possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Bank,
any incentive stock option shall vest in such manner and at such time up to but
not exceeding five (5) years from the date the option is granted. The
termination of the Plan shall not alter the maximum duration, the vesting
provisions, or any other term or condition of any option granted prior to the
termination of the Plan.

      With respect to incentive stock options granted to a participant under the
Plan in any calendar year, the Bank may grant a participant incentive stock
options to purchase Shares having more than $100,000 in initial aggregate fair
market value (determined at the times the options are granted), subject to the
$100,000 limitation set forth in this paragraph applicable to each year in which
such options become first exercisable. The optionee may exercise, during a
calendar year, an incentive stock option granted after 1986 only to the extent
that the aggregate initial fair market value of the Shares that may be acquired
pursuant to the option (or portion thereof) and all other incentive stock
options granted after 1986 that are first exercisable by the optionee during the
calendar year does not exceed $100,000 (taking into account all incentive stock
options granted under any stock option plan of the Bank or any affiliate of the
Bank, or any predecessor of any such corporation). If permitted under
regulations promulgated by the Treasury Department or by a ruling of the
Internal Revenue Service, the optionee may choose, among the options granted
under the Plan that are otherwise first exercisable by the optionee in a
calendar year, those options the optionee wishes to exercise subject to the
$100,000 limitation. If such a choice is not permitted (as determined by the
Board of Directors or the Committee, in its sole discretion), the optionee may
exercise an incentive stock option in a calendar year, either in whole or in
part, only if the aggregate initial fair market value of the shares that the
optionee may acquire under incentive stock options that were granted after 1986
prior to the first mentioned option and which become first exercisable in such
year (without regard to the $100,000 limitation) does not exceed $100,000. If an
optionee does not exercise an incentive stock option (or portion thereof) that
is first exercisable in a calendar year under the $100,OOO limitation, the
optionee may exercise that option (or portion thereof) in subsequent years
without regard to the $100,000 limitation.

      To the extent the right to purchase Shares has vested under a
Participant's stock option agreement, options may be exercised from time to time
by delivering payment therefor in cash, certified check, official bank check, or
the equivalent thereof acceptable to the Bank, together with written notice to
the Secretary of the Bank identifying the option or part thereof being exercised
and specifying the number of Shares f or which payment is being tendered. The
Bank shall deliver to the optionee, which delivery shall be not less than
fifteen (15) days and not more than thirty (30) days after the giving of such'
notice unless an earlier or later date shall be mutually agreed upon, without
transfer or issue tax to the optionee (or other person entitled to exercise the
option) at the principal of f ice of the Bank, or such other place as shall be
mutually acceptable, a certificate or certificates for such Shares dated the
date the options were validly exercised; provided, however, that the time of
such delivery may be postponed by the Bank for such period as may be required
for it with reasonable diligence to comply with any requirements of law. If an
option covers incentive and nonstatutory stock options, separate stock
certificates will be issued; one or more for incentive stock options and one or
more for the nonstatutory stock options.

      (d) Termination of Employment or Officer or Director Status. Upon the
termination of an optionee's status as an employee, officer or director of the
Bank, his or her rights to exercise an option then held shall be only as
follows:

      DEATH OR DISABILITY: If an optionee's employment or status as an officer
or director is terminated by death or disability, such optionee or such
optionee's qualified representative (in the event of the optionee's mental
disability) or the optionee's estate (in the event of the optionee's death)
shall have the right for a period of twelve (12) months following the date of
such death or disability to exercise the option to the extent the optionee was
entitled to exercise such option on the date of the optionee's death or
disability, provided the actual date of exercise is in no event after the
expiration of the term of the option.

      An optionee's "estate" shall mean the optionee's legal representative or
any person who acquires the right to exercise an option by reason of the
optionee's death.

      CAUSE: If an employee, officer or director is determined by the Board of
Directors to have committed an act of embezzlement, fraud, dishonesty, breach of
fiduciary duty to the Bank, or to have deliberately disregarded the rules of the
Bank which resulted in loss, damage or injury to the Bank, or if an optionee
makes any unauthorized disclosure of any of the secrets or confidential
information of the Bank, induces any client or customer of the Bank to break any
contract with the Bank or induces any principal for whom the Bank acts as agent
to terminate such agency relations, or engages in any conduct which constitutes
unfair competition with the Bank, or if an optionee is removed from any office
of the Bank by the Federal Deposit Insurance Corporation or any other bank
regulatory agency, neither the optionee nor the optionee's estate shall be
entitled to exercise any option with respect to any Shares whatsoever after
termination of employment or officer or director status, whether or not after
termination of employment or officer or director status the optionee may receive
payment from the Bank for vacation pay, for services rendered prior to
termination, for services for the day on which termination occurred, for salary
in lieu of notice, or for other benefits. In making such determination, the
Board of Directors shall act fairly and shall give the optionee an opportunity
to appear and be heard at a hearing before the full Board of Directors and
present evidence on the optionee's behalf. For the purpose of this paragraph,
termination of employment or officer or director status shall be deemed to occur
when the Bank dispatches notice or advice to the optionee that the optionee's
employment or status as an officer or director is terminated and not at the time
of optionee's receipt thereof.

      OTHER REASONS: If an optionee's employment or status as an officer or
director is terminated for any reason other than those mentioned above under
"Death or Disability" and "Cause", the optionee may, with respect to incentive
stock options, within three (3) months following such termination, and, with
respect to nonstatutory stock options, within three (3) months and one (1) day
following such termination, exercise the option to the extent such option was
exercisable by the optionee on the date of termination of the optionee's
employment or status as an officer or director, provided the date of exercise is
in no event after the expiration of the term of the option.

      (e) Transferability of option. No option shall be transferable other than
by will or the laws of descent and distribution and shall be exercisable during
the optionee's lifetime only by the optionee.

      (f) Other Terms and conditions. options may also contain such other
provisions, which shall not be inconsistent with any of the foregoing terms, as
the Board of Directors or the Committee shall deem appropriate. No option,
however, nor anything' contained in the Plan, shall confer upon any optionee any
right to continue in the employ or in the status as an officer or director of
the Bank, nor limit in any way the right of the Bank to terminate an optionee's
employment or status as an officer or director at any time.

      (g)   Use of Proceeds. from Stock. Proceeds from the sale of Shares
pursuant to the exercise of options granted under the Plan shall constitute
general funds of the Bank.

      (h) Rights as a Shareholders. The optionee shall have no rights as a
shareholder with respect to any Shares until the date of issuance of a stock
certificate for such Shares. No adjustment shall be made for dividends or other
rights for which the record date is prior to the date of such issuance, except
as provided in Section 6 hereof.

      (i) Withholding. The Bank shall have the right upon the exercise of an
option to deduct any sum required to be withheld under federal, state or local
tax laws or regulations. The Bank may condition the issuance of Shares upon
exercise of any option upon the payment by the optionee of any sum required to
be withheld under applicable laws or regulations. The Bank has no duty to advise
any optionee of the existence of any tax or any amounts which may be withheld.

6.    ADJUSTMENT OF AND CHANGES IN THE SHARE

      In the event the shares of Common Stock of the Bank, as presently
constituted, shall be changed into or exchanged for a different number or kind
of shares of stock or other securities of the Bank or of another corporation
(whether by reason of reorganization, merger, consolidation, recapitalization,
reclassification, split-up, combination of shares, or otherwise), or if the
number of shares of Common Stock of the Bank shall be increased through the
payment of a stock dividend, the Board of Directors shall substitute for or add
to etch share of Common Stock of the Bank theretofore appropriated or thereafter
subject or which may become subject to an option under the Plan, the number and
kind of shares of stock or other securities into which each outstanding share of
Common Stock of the Bank shall be so changed, or for which each share shall be
exchanged, or to which each such share shall be entitled, as the case may be. In
addition, the Board of Directors shall make appropriate adjustment in the number
and kind of shares as to which outstanding options, or portions thereof then
unexercised shall be exercisable, so that any optionee's proportionate interest
in the Bank by reason of his or her rights under unexercised portions of such
options shall be maintained as before the occurrence of such event. Such
adjustment in outstanding options shall be made without change in the total
price to the unexercised portion of the option and with a corresponding
adjustment in the option price per share.

      In the event of sale, dissolution or liquidation of the Bank or a merger
or consolidation in which the Bank is not the surviving or resulting
corporation, the Board of Directors may, in its discretion, provide for the
assumption by the surviving or resulting corporation of every option outstanding
hereunder an its terms and conditions, both as to the number of shares and
otherwise; provided, however, that, if the Board of Directors does not provide
for such assumption, the Board of Directors shall have the power to cause the
termination of every option outstanding hereunder, except that the surviving or
resulting corporation may, in its discretion, tender an option or options to
purchase its shares on its terms and conditions, both as to the number of shares
and otherwise; provided, further, that in all events the optionee shall have the
right immediately prior to such sale, dissolution, liquidation, or merger or
consolidation in which the Bank is not the surviving or resulting corporation to
notification thereof as soon as practicable and, thereafter, to exercise the
optionee's option to purchase Shares subject thereto to the extent of any
unexercised portion of the option, regardless of the vesting provisions of
Section 5(c) hereof. This right of exercise shall be conditioned upon the
execution of a final plan of dissolution or liquidation or a definitive
agreement of merger or consolidation.

      In the event of an offer by any person or entity to all shareholders of
the Bank to purchase any or all shares of Common Stock of the Bank (or shares of
stock or other securities which shall be substituted for such shares or to which
such shares shall be adjusted as provided in Section 6 hereof) , any optionee
under this Plan shall have the right upon the commencement of such offer to
exercise the option and purchase shares subject thereto to the extent of any
unexercised or unvested portion of such option.

      Notwithstanding anything contained herein to the contrary, in the event
any acceleration of any unvested portion of an option as provided in this
Section 6 shall constitute an "excess parachute payment" as that term is defined
in Section 28OG of the Internal Revenue Code of 1986, as amended, when
aggregated with all other compensation and benefits received by the optionee
upon the occurrence of any of the events described in this Section 6, the
acceleration of the option shall be limited to such amount as to prevent the
aggregate value of said vesting and such other compensation and benefits from
becoming an "excess parachute payment".

      No right to purchase fractional shares shall result from any adjustment in
options pursuant to this Section 6. In case of any such adjustment, the shares
subject to the option shall be rounded down to the nearest whole share. Notice
of any adjustment shall be given by the Bank to each holder of an option which
was in fact so adjusted and such adjustment (whether or not such notice is
given) shall be effective and binding for all purposes of the Plan.

      To the extent the foregoing adjustments relate to stock or securities of
the Bank, such adjustments shall be made by the Board of Directors or the.
Committee, whose determination in that respect shall be final, binding and
conclusive.

      Except as expressly provided in this Section 6, an optionee shall have no
rights by reason of any of the following events: (1) subdivision or
consolidation of shares of stock of any class; (2) payment of any stock
dividend; (3) any other increase or decrease in the number of shares of stock of
any class; (4) any dissolution, liquidation, merger, consolidation, spin-off of
assets or stock of another corporation. Any issue by the Bank of shares of stock
of any class, or securities convertible into shares of any class, shall not
affect the number or price of shares of Common Stock subject to the option, and
no adjustment by reason thereof shall be made.

      The grant of an 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 or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

7.    LISTING OR QUALIFICATION OF SHARES.

      All options granted under the Plan are subject to the requirement that if
at any time the Board of Directors or the Committee shall determine in its
discretion that the listing or qualification of the Shares subject thereto on
any securities exchange or under any applicable law, or the consent or approval
of any governmental regulatory body, is necessary or desirable as a condition of
or in connection with the issuance of Shares under the option, the option may
not be exercised in whole or in part unless such listing, qualification, consent
or approval shall have been effected or obtained free of any condition not
acceptable to the Board of Directors or the Committee.

8.    BINDING EFFECT OF CONDITIONS.

      The conditions and stipulations herein contained, or in any option granted
pursuant to the Plan shall be, and constitute, a covenant running with all of
the Shares acquired by the optionee pursuant to this Plan, directly or
indirectly, whether the same have been issued or not, and those Shares owned by
the optionee shall not be sold, assigned or transferred by any person save and
except in accordance with the terms and conditions herein provided, and the
optionee shall agree to use the optionee's best efforts to cause the officers of
the Bank to refuse to record on the books of the Bank any assignment or transfer
made or attempted to be made except as provided in the Plan and to cause said
officers to refuse to cancel old certificates or to issue or deliver new
certificates therefor where the purchaser or assignee has acquired certificates
or the Shares represented thereby, except strictly in accordance with the
provisions of the Plan.

9.    AMENDMENT AND TERMINATION OF THE PLAN.

      The Board of Directors shall have complete power and authority to
terminate or amend the Plan; provided, however, that the Board of Directors
shall not, without the approval of the shareholders of the Bank and the approval
of the Superintendent of Banks, State of California, (i) increase the maximum
number of shares for which options may be granted under the Plan; (ii) change
the computation as to minimum option prices set forth in Paragraph 5(b); (iii)
extend the period during which options may be granted or exercised; or (iv)
amend the requirements as to the class of employees, officers or directors
eligible to receive options. Except as provided in Section 6, no termination,
modification or amendment of the Plan may, without the consent of an employee,
officer or director to whom such option shall theretofore have been granted,
adversely affect the rights of such employee, officer or director under such
option. Unless the Plan shall have been terminated by action of the Board of
Directors prior thereto, it shall terminate ten (10) years after the earlier of
its adoption by the Board of Directors or approval by the shareholders.

10.   EFFECTIVE OF THE PLAN.

      The Plan shall become effective only upon approval by the Board of
Directors. The exercise of any options granted pursuant to the Plan shall be
conditioned upon the approval of the Plan within 12 months before or after the
date such Plan is adopted by the holders of a majority of the outstanding shares
of Common Stock of the Bank.

11.   PRIVILEGES OF STOCK OWNERSHIP; SECURITIES
      LAW COMPLIANCE: NOTICE OF SALE.

      No optionee shall be entitled to the privileges of stock ownership as to
any Shares not actually issued and delivered to the optionee. No Shares shall be
purchased upon the exercise of any option unless and until any then applicable
requirements of any regulatory agencies having jurisdiction and of any exchanges
upon which the Common Stock of the Bank may be listed shall have been fully
complied with. The Bank shall diligently endeavor to comply with all applicable
securities laws before any options are granted under the Plan and before any
Shares are issued pursuant to the exercise of such options. The optionee shall
give the Bank notice of any sale or other disposition of any such Shares not
more than five (5) days after such sale or other disposition.

12.   INDEMNIFICATION.

      To the extent permitted by applicable law in effect from time to time, no
member of the Board of Directors or the Committee shall be liable for any,
action or omission of any other member of the. Board of Directors or Committee
nor for any act or omission of any other member of the Board of Directors or
Committee nor for any act or omission on the member's own part, excepting only
the member's own willful misconduct or gross negligence. The Bank shall pay
expenses incurred by, and satisfy a judgment or fine rendered or levied against,
a present or former director or member of the committee in any action against
such person (whether or not the Bank is joined as a party defendant) to impose a
liability or penalty on such person for an act alleged to have been committed by
such person while a director or member of the Committee arising with respect to
the Plan or administration thereof or out of membership on the Committee or by
the Bank, or all or any combination of the preceding; provided, the director or
Committee member was acting in good faith, within what such director or
Committee member reasonably believed to have been within the scope of his or her
employment or authority and for a purpose which he or she reasonably believed to
be in the best interests of the Bank or its shareholders. Payments authorized
hereunder include amounts paid and expenses incurred in settling any such action
or threatened action. This section does not apply to any action instituted or
maintained in the right of the Bank by a shareholder or holder of a voting trust
certificate representing shares of the Bank. The provisions of this section
shall apply to the estate, executor, administrator, heirs, legatees or devisees
of a director or Committee member, and the term "persons" as used in this
section shall include the estate, executor, administrator, heirs, legatees, or
devisees of such person.
Exhibit 4.2

                                 SAN BENITO BANK

                             1995 STOCK OPTION PLAN

1.    PURPOSE

       The purpose of the San Benito Bank 1995 Stock Option Plan (hereinafter
the "Plan") is to provide a means whereby directors and certain employees of San
Benito Bank (hereinafter the "Bank") may be given an opportunity to purchase
shares of the no par value common stock of the Bank (hereinafter the "Common
Stock"). The Plan is intended to advance the interests of the Bank by
encouraging stock ownership on the part of directors and employees, by enabling
the Bank to secure and retain the services of highly qualified persons and by
providing directors and employees with an additional incentive to make every
effort to enhance the success of the Bank.

2.    STOCK SUBJECT TO OPTION

       Subject to adjustment as provided in Section 4(g) hereof, options may be
granted by the Bank from time to time to purchase an aggregate of Two Hundred
Thousand (200,000) shares of the Bank's authorized but unissued Common Stock
(the "Shares"). Fifty Thousand (50,000) out of the Two Hundred Thousand
(200,000) Shares reserved for issuance under the Plan shall be reserved for
issuance to non-employee directors of the Bank in accordance with Section 4(a)
hereof.

       If any option granted under the Plan shall terminate for any reason or
expire before such option is exercised in full, the Shares previously reserved
for issuance upon exercise of such option shall again become available for grant
pursuant to the Plan.

3.    PARTICIPANTS

      Participants in the Plan ("Participants") shall be-those directors, key
full-time salaried employees and officers of the Bank to whom options may be
granted from time to time by the Board of Directors or the Stock Option
Committee (as provided in Section 5, the "Committee").

4.    GRANT TERMS AND CONDITIONS OF OPTIONS

      Options may be granted at any time prior to the termination of the Plan to
officers and key full-time salaried employees of the Bank who, in the judgment
of the Board of Directors or the Committee, contribute to the successful conduct
of the operation of the Bank through their judgment, interest, ability and
special efforts and to non-employee directors of the Bank; provided, however,
that: (i) an eligible officer or employee shall not participate in the granting
of -his or her own -option; (ii) the aggregate initial fair market value
(determined as of the times the options are granted) of the stock that may be
acquired by any one officer or employee pursuant to all incentive stock options
granted under the Plan that are exercisable for the first time during any one
calendar year (taking into account all incentive stock options under any stock
option plans of the Bank, any of its affiliates, and any predecessor of any such
corporation) shall not exceed $ 100,000; and (iii) except in the case of
termination by death or disability or cause, as set forth in Section 4(d) below,
in the case of an incentive stock option the granted option must be exercised by
the Participant no later than three (3) months after any termination of
employment or status as an officer with the Bank and said employment or status
as an officer must have been continuous since the granting of the option; and
(iv) the total number of shares subject to options granted to any one
Participant, at any one time, shall not exceed ten percent (10%) of the then
issued and outstanding shares of Common Stock of the Bank. In addition, options
granted pursuant to the Plan shall be subject to the following terms and
conditions:

             (a) Non-Employee Director Participants. Fifty Thousand (50,000) out
of the Two Hundred Thousand (200,000) Shares of the Banks Common Stock reserved
for issuance under the Plan shall be reserved for issuance and granted to- each
non-employee -director of the Bank (a "Director") as follows:

               (i) Each Director who is a Director on the date the Plan is
 adopted by the Board of Directors (the "Commencement Date") shall be entitled
 to a grant of an option to purchase Two Thousand Five Hundred (2,500) Shares
 ("Initial Grant"), which option shall be granted on the first business day
 following the meeting of shareholders at which the Plan is approved (the "Grant
 Date"), but shall not be exercisable until satisfaction of the vesting period
 as provided in Section 4(a)(v) hereof.

               (ii) On each anniversary date of the Grant Date (the "Anniversary
Date"), each Director who has been a Director continuously for the preceding
year and who has not previously received one or more grants of options shall be
entitled to a grant of an option' to purchase Two Thousand Five Hundred (2,500)
Shares (an "Annual Grant"). Notwithstanding the foregoing, the maximum number of
Shares for which options may be granted under the Plan to any Director shall be
Two Thousand Five Hundred (2,500) Shares.

               (iii) In the event a Director who is entitled to an Initial Grant
or Annual Grant on the Grant Date or Anniversary Date, respectively, ceases to
be a Director for any reason prior to the Grant Date or Anniversary Date,
respectively, such Director shall not be entitled to receive such Initial Grant
or Annual Grant.

               (iv) No proration of an Annual Grant shall be made to any
Director based on a partial year of service as a Director.

                (v) With respect to each option granted under this Section 4(a),
each Director shall agree to remain as a Director of the Bank and to render his
or her services for a period of at least six (6) months from the respective
Initial Grant or Annual Grant but such agreement shall not impose upon the Bank
any obligation to retain the Participant as Director for any period. No option
granted under this Section 4(a) may be exercised by any Participant unless and
until the Participant has served continuously as a Director of the Bank for a
period of six (6) months from the Initial Grantor Annual Grant of such option:
(the "Vesting Period"),- except asset forth in Sections 4(d) and 4(g) hereof.
Upon the expiration of six (6) months from each respective Initial Grant or
Annual Grant, each option shall become immediately exercisable in full.

      (b) Option Price. The purchase price under each option shall be not less
than one hundred percent (100%) of the fair market value of the Shares subject
thereto on the date the option is granted, as such value is determined by the
Board of Directors or the Committee. The fair market value of such stock shall
be determined in accordance with any reasonable valuation method, including the
valuation methods described in Treasury Regulation Section 20.2031-2. If,
however, an employee owns stock of the Bank possessing more than ten percent
(10%) of the total combined voting power of all classes of stock of the Bank,
the option price of any incentive stock option granted to such Participant shall
be not less than 110 percent (110%) of such fair market value at the time such
option is granted.

      (c) Duration and Exercise of Options. Except for options granted pursuant
to Section 4(a) hereof which shall vest as provided in Section 4(a) hereof, each
option shall vest in such manner and be exercisable for a term up to, but not
exceeding, ten (10) years from the date the option is granted as the Board of
Directors or the Committee shall determine in its sole discretion; provided
also, however, that the Board of Directors or the Committee may, in its sole
discretion, accelerate the time of exercise of any option. If an employee owns
stock of the Bank possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Bank, any incentive stock option
shall vest in such manner and at such time up to but not exceeding five (5)
years from the date the option is granted. The termination of the Plan shall not
alter the maximum duration, the vesting provisions, or any other term or
condition of any option granted prior to the termination of the Plan.

      With respect to incentive stock options granted to officer or key employee
Participants under the Plan in any calendar year, the Bank may grant incentive
stock options to purchase Shares having more than $100,000 in initial aggregate
fair market value (determined at the times the options are granted), subject to
the $100,000 limitation set forth in this paragraph applicable to each year in
which such options become first exercisable. Such Participant may exercise,
during a calendar year, an incentive stock option only to the extent that the
aggregate initial fair market value of the Shares (determined at the time the
options are granted) that may be acquired pursuant to the option (or portion
thereof) and all other incentive stock options that are first exercisable during
the calendar year does not exceed $ 100,000 (taking into account all incentive
stock options granted under any stock option plan of the Bank or any affiliate
of the Bank, or any predecessor of any such corporation). If permitted under
regulations promulgated by the. Treasury Department or by a ruling of the
Internal Revenue Service, the Participant may choose, among the options granted
under the Plan that are first exercisable by the Participant in a calendar year,
those options the Participant wishes to exercise subject to the $100,000
limitation. If such choice is not permitted, the Participant may exercise an
incentive stock option in a calendar year, either in whole or in part, only if
the aggregate initial fair market value of the Shares that the Participant may
acquire under incentive stock options prior to the first mentioned option and
which become first exercisable in such year (without regard to the $ 100,000
limitation) does not exceed $100,000. If a Participant does not exercise an
incentive stock option(or portion thereof) that is first exercisable in a
calendar year under the $100,000 limitation, the Participant may exercise that
option (or portion thereof) in subsequent years without regard to the $100,000
limitation.

      To the extent the right to purchase Shares has vested under a
Participant's stock option agreement, options may be exercised from time to time
by delivering payment in full, plus any income taxes which may then be due and
payable, in cash, or by certified check, official bank check, or the equivalent
thereof acceptable to the Bank together with written notice to the Secretary of
the Bank identifying the option or portion thereof being exercised and
specifying the number of Shares for which payment is being tendered. The Bank
shall deliver to the Participant, which delivery shall be not less than fifteen
(15) days and not more than thirty (30) days after the giving of such notice
unless an earlier or later date shall be mutually agreed upon, without transfer
or issue tax to the Participant (or other person entitled to exercise the
option) at the principal office of the Bank, or such other place as shall be
mutually acceptable, a certificate or certificates for such Shares dated the
date the options were validly exercised; provided, that the time of such
delivery may be postponed by the Bank for such period as may be re for it with
reasonable diligence to comply with any requirements of law. If an option covers
incentive and nonstatutory stock options, separate stock certificates will be
issued, one or for incentive stock options and one or more for the nonstatutory
stock options.

      (d)   Termination of Employment or Officer or Director Status. Upon the
termination of a Participant's status as an employee or officer or director
of the Bank, his or her rights exercise an option then held shall: be only as
follows:

            (i) DEATH OR DISABILITY: If a Participant's employment or status as
an officer or director is terminated by death or disability, such Participant or
such Participants qualified representative (in the event of the Participants
mental disability) or the Participants estate (in the event of the Participant's
death) shall have the right for a period of twelve (12) months following the
date of such death or disability to exercise the option to the extent the
Participant was entitled to exercise such option on the date of the Participants
death or disability, provided the actual date of exercise is in no event after
the expiration of the term of the option.

            A Participant's "estate" shall mean the Participant's legal
representative or any person who acquires the right to exercise an option by
reason of the Participant's death.

            (ii) CAUSE: If an employee, officer or director is determined by the
Board of Directors to have committed an act of embezzlement, fraud, dishonesty,
breach of fiduciary duty to the Bank, or to have deliberately disregarded the
rules of the Bank which resulted in loss, damage or injury to the Bank, or if a
Participant makes any unauthorized disclosure of any of the secrets or
confidential information of the Bank, induces any client or customer of the Bank
to break any contract with the Bank or induces any principal for whom the Bank
acts as agent to terminate such agency relationship, or engages in any conduct
which constitutes unfair competition with the Bank, or if a Participant is
removed from any office or directorship of the Bank by the Federal Deposit
Insurance Corporation, the Federal Reserve Board, the California State Banking
Department or any other regulatory agency, or if a director Participant is
removed at a director of the Bank pursuant to California Corporations Code
Section 302 or Section 304, any other applicable law or regulation, neither the
Participant nor the Participant's estate shall be entitled to exercise any
option with respect to any Shares whatsoever after termination of employment or
officer or director status, whether or not after termination of employment or
officer or director status, the Participant may receive payment from the Bank
for vacation pay, for services rendered prior to termination, for services for
the day on which termination occurred, for salary in lieu of notice, or for
other benefits. In making such determination, the Board of Directors shall act
fairly and shall give the Participant an opportunity to appear and be heard at a
hearing before the full Board of Directors and present evidence on the
Participants behalf For the purpose of this paragraph, termination of employment
or officer or director status shall be deemed to occur when the Bank dispatches
notice or advice to the Participant that the Participant's employment or status
as an officer or director is terminated and not at the time of the Participant'
s receipt thereof.

            (iii) OTHER REASONS: If a Participant s employment or status as an
officer or director is terminated for any reason other than those mentioned
above under "Death or Disability" and "Cause", the Participant may, with respect
to incentive stock options, within three (3) months following such termination,
and, with respect to nonstatutory stock options, within three (3) months and one
(1) day following such termination, exercise the option to the extent such
option was exercisable by the Participant on the date of termination of the
Participant's employment or status as an officer or director, provided the date
of exercise is in no event after the expiration of the term of the option.

            (iv) EXTENSION OF GRACE PERIOD: If a Participant employment or
status officer or director is terminated for any reason other than those
mentioned above under "Death or Disability" and "Cause" and the Participant dies
or becomes disabled, with respect to incentive stock options, during the three
(3) months following such termination, and, with respect to nonstatutory stock
options, within three (3) months and one (1) day following such termination,
such Participant or such Participant's qualified representative (in the event of
the Participants mental disability) or the Participant's estate (in the event of
the Participant's death) shall have the right for a period of twelve (12) months
following the date of such death or disability to exercise the option to the
extent the Participant was entitled to exercise such option on the date of the
Participant's death or disability, provided the actual date of exercise is in no
event after the expiration of the term of the option.

      (e) Transferability of Option. No option shall be transferable other than
by will or the laws of descent and distribution or pursuant to a qualified
domestic relations order as defined by the Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended, and shall be exercisable
during the Participant's lifetime only by the Participant.

      (f) Other Terms and Conditions. Options may also contain such other
provisions, which shall not be inconsistent with any of the foregoing terms, as
the Board of Directors or the Committee shall deem appropriate. No option,
however, nor anything contained in the Plan, shall confer upon any Participant
any right to continue in the employ or in the status as an officer or director
of the Bank, nor limit in any way the right of the Bank to terminate a
Participants employment or status as an officer or director at any time.

      (g) Adjustment for Changes in Common Stock. In the event the shards of
Common Stock of the Bank, as presently constituted, shall be changed into or
exchanged for a different number or kind of shares of stock or other securities
of the Bank or of another corporation (whether by reason of reorganization,
merger, consolidation, recapitalization, reclassification, split-up, combination
of shares, or otherwise), or if the number of shares of Common Stock of the Bank
shall be increased through the payment of a stock dividend, the Board of
Directors shall substitute for or add to each share of Common Stock of the Bank
theretofore appropriated or thereafter subject or which may become subject to an
option under the Plan, the number and kind of shares of stock or other
securities into which each outstanding share of Common Stock of the Bank shall
be so changed, or for which each share shall be exchanged, or to which each such
share shall be entitled, as the case may be. In addition, the Board of Directors
shall make appropriate adjustment in the number and kind of shares as to which
outstanding options, or portions thereof then unexercised shall be exercisable,
so that any Participants proportionate interest in the Bank by reason of his or
her rights under unexercised portions of such options shall be maintained as
before the occurrence of such event. Such adjustment in outstanding options
shall be made without change in the total price of the unexercised portion of
the option and with a corresponding adjustment in the option price per share.

       In the event of sale, dissolution or liquidation of the Bank or a merger
or consolidation in which the Bank is not the surviving or resulting
corporation, the Board of Directors may, in its discretion, provide for the
assumption by the surviving or resulting corporation of every option outstanding
hereunder on its terms and conditions, both as to the number of shares and
otherwise; provided, however, that, if the Board of Directors does not provide
for such assumption, the Board of Directors shall have the power to cause the
termination of every option outstanding hereunder, except that the surviving or
resulting corporation may, in its discretion, tender an option or options to
purchase its shares on its terms and conditions, both as to the number of shares
and otherwise; provided, further, that in all events the Participant shall have
the right immediately prior to such sale, dissolution, liquidation, or merger or
consolidation in which the Bank is not the surviving or resulting corporation to
notification thereof as soon as practicable and, thereafter, to exercise the
Participants option to purchase Shares subject thereto to the extent of any
unexercised portion of the option, regardless of the vesting provisions of
Section 4(b) hereof. This right of exercise shall be conditioned upon the
execution of a final plan of dissolution or liquidation or a definitive
agreement of merger or consolidation.

      In the event of the purchase by any person or entity of, or an offer by
any person or entity to all shareholders of the Bank to purchase any or all
shares of Common Stock of the Bank (or shares of stock or other securities which
shall be substituted for such shares or to which such shares shall be adjusted
as provided in Section 4(g) hereof), any Participant under this Plan shall have
the right upon such purchase or the commencement of such offer to. exercise the
option and purchase shares subject thereto to the extent of any unexercised or
unvested portion of such option.

      No right to purchase fractional shares shall result from any adjustment in
options pursuant to this Section 4(g). In case of any such adjustment, the
shares subject to the option shall be rounded down to the nearest whole share.
Notice of any adjustment shall be given by the Bank to each holder of an option
which was in fact so adjusted and such adjustment (whether or not such notice is
given) shall be effective and binding for all purposes of the Plan.

       To the extent the foregoing adjustments relate to stock or securities of
 the Bank, such adjustments shall be made by the Board of Directors or the
 Committee, whose determination in that respect shall be final, binding and
 conclusive.

       Except as expressly provided in this Section 4(g), a Participant shall
 have no rights by reason of any of the following events: (1) subdivision or
 consolidation of shares of stock of any class; (2) payment of any stock
 dividend; (3) any other increase or decrease in the number of shares of stock
 of any class; (4) any dissolution, liquidation, merger, consolidation, spin-off
 of assets or stock of another corporation. Any issue by the Bank of shares of
 stock of any class, or securities convertible into shares of any class, shall
 not affect the number or price of shares of Common Stock subject to the option,
 and no adjustment by reason thereof shall be made.

       The grant of an 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 or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or any part of
its business or assets.

       (h) Rights as a Shareholder. The Participant shall have no rights as a
shareholder with respect to any Shares-until the date of issuance of a stock
certificate for such Shares. No adjustment shall be made for dividends or other
rights for which the record date is prior to the date of such issuance, except
as provided in Section 4(g) hereof.

      (i) Withholding The Bank shall have the right upon the exercise of an
option. to deduct any sums required to be withheld under federal, state or local
tax laws or regulations. The Bank may condition the issuance of Shares upon
exercise of any option upon the payment by the Participant of any sums required
to be withheld under applicable laws or regulations. The Bank has no duty to
advise any Participant of the existence of any tax or any amounts which may be
withheld.

5.    ADMINISTRATION

       The Plan shall be administered by a Stock Option Committee (the
"Committee") which shall consist of all members of the Board of Directors of the
Bank, or a committee of the Board of Directors composed of not fewer than three
(3) directors appointed for this purpose by the Board of Directors, except those
directors who are officers or full-time, salaried, key employees of the Bank.
The Bank shall effect the grant of options under the Plan by execution of
instruments in writing in a form approved by the Committee. Subject to the
express terms and conditions of the Plan and the terms of any option outstanding
under the Plan, the Committee shall have full power to construe the Plan and the
terms of any option granted under the Plan, to prescribe, amend and rescind
rules and regulations relating to the Plan or such options and to make all other
determinations necessary or advisable for the Plan's administration, including,
without limitation, the power to (i) determine which persons meet the
requirements of Section 3 hereof for selection as participants of the Plan; (ii)
except as provided in Section 4(a) hereof, determine to which of the eligible
persons, if any, options shall be granted under the Plan; (iii) establish the
terms and conditions required or permitted to be included in every option
agreement or any amendments thereto, including whether options to be granted
thereunder shall be incentive stock options or nonstatutory stock options; (iv)
except as provided in Section 4(a) hereof, specify the number of shares to be
covered by each option; (v) in the event a particular option is to be an
incentive stock option, determine and incorporate such terms and provisions, as
well as amendments thereto, as shall be required in the judgment of the Board of
Directors or the Committee, so as to provide for or conform such option to any
change in any law, regulation, ruling or interpretation applicable thereto; and
(vi) make all other determinations deemed necessary or advisable for
administering the Plan. The Committee's determination on the foregoing matters
shall be conclusive.

6.    EFFECTIVE DATE AND TERMINATION OF PLAN

      (a) The Plan shall become effective only upon adoption by the Board of
Directors.

      The exercise of any options granted pursuant to the Plan shall be
conditioned upon approval of the Plan by the holders of a majority of all of the
shares of Common Stock of the Bank represented and voting at a meeting of
shareholders of the Bank to which the Plan is submitted for approval, by the
holders of a majority of the disinterested shares represented and voting at such
meeting and upon satisfaction of any other conditions to such exercise as may be
imposed by the Superintendent of Banks, State of California.

      (b) Unless the Plan shall have been terminated by action of the Board of
Directors prior thereto, it shall terminate ten (10) years after the earlier of
its adoption by the Board of Directors or approval by the shareholders. The
termination of the Plan shall not alter the maximum term, the vesting provisions
or other terms or conditions of any option granted prior to termination of the
Plan.

7.    AMENDMENTS

      The Board of Directors of the Bank or the Committee may from time to time,
 with the approval of the Superintendent of Banks of the State of California,
 alter or amend the Plan or alter or amend any and all agreements evidencing
 options granted thereunder; provided, however, that the Board of Directors
 shall not without the approval of the shareholders of the Bank: (i) increase
 the maximum number of Shares for which options may be granted under the Plan;
 (ii) increase the benefits accruing to Participants under the Plan; or (iii)
 modify the requirements as to the class of employees or officers or directors
 eligible to receive options. The Board of Directors shall have complete power
 and authority to terminate the Plan at any time prior to its scheduled
 expiration date. Except as provided in Section 4(g), no termination,
 modification or amendment of the Plan may, without the consent of an employee
 or officer or director to whom an option shall theretofore have been granted,
 adversely affect the rights of such employee or officer or director under such
 option.

8.    USE OF PROCEEDS

      The proceeds from the sale of Common Stock pursuant to the exercise of
options will be used for the Bank's general corporate purposes.

9.    NO OBLIGATION TO EXERCISE OPTION

      The granting of an option hereunder shall impose no obligation upon the
Participant to exercise such option.

10.   SECURITIES LAWS

      No shares of Common Stock shall be issued upon the exercise of any option
under the Plan unless and until the Bank has complied with any then applicable
requirements of statute or regulation applicable to such issuance. The Bank
shall diligently endeavor to comply with all applicable securities laws before
any options are granted hereunder and before any shares of

      Common Stock are issued pursuant to the exercise of such options.
Exhibit 5.1

                   [Pacific Capital Corporation Letterhead]

                                August 28 , 2000

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Ladies and Gentlemen:

      Reference is made to the registration under the Securities Act of 1933
(the "Act") of an aggregate of 95,128 shares (the "Shares") of the Company's
common stock, no par value of which (i) 8,745 shares are to offered under the
San Benito Bank 1984 Amended Stock Option Plan (the "1984 Plan"), and (ii)
86,383 shares are to offered under the San Benito Bank 1995 Stock Option Plan
(the "1995 Plan" and together with the 1984 Plan, collectively referred to as
the "Plans").

      I have examined or considered originals or copies, certified or otherwise
identified to my satisfaction, of the Company's Articles of Incorporation of the
Company and Bylaws, the Plans, records of relevant corporate proceedings with
respect to the offering of the Shares and such other documents, instruments and
corporate records as I have deemed necessary or appropriate for the expression
of the opinions contained herein. I have also reviewed the Company's
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission with respect to the Shares.

      I have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to me as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to me as copies, the authenticity and completeness of the originals of
those records, certificates and other instruments submitted to me as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that I have examined.

      Based on the foregoing and having regard for such legal considerations as
I have deemed relevant, I am of the opinion that the Shares have been duly and
validly authorized for issuance and, when issued in accordance with the terms of
the applicable Plan, will be duly and validly issued, fully paid and
nonassessable.

      The foregoing opinion is limited to the federal laws of the United States
of America and the California General Corporate Law, and I am expressing no
opinion as to the effect of the laws of any other jurisdiction.

      I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                Very truly yours,

                               By:/s/ Jay D. Smith

                              Jay D. Smith, General Counsel
Exhibit 23.2

                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this S-8 registration statement of our report dated February 4,
2000, included in Pacific Capital Bancorp's Form 10-K for the year ended
December 31, 1999, and to all references to our Firm included in this
registration statement.

/s/ Arthur Anderson LLP
Los Angeles, California
August 29, 2000