As filed with the Securities and Exchange Commission
                              on
                       June 3, 1996.

               SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

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

                  SANTA BARBARA BANCORP
(Exact name of Registrant as specified in its charter)

                            California
(State or other jurisdiction of incorporation or organization)

                            95-3673456
              (IRS Employer Identification Number)

                   1021 Anacapa Street
                Santa Barbara, California 93101
                    (805) 564-6300
       (Address of Principal Executive Offices)


SANTA BARBARA BANCORP RESTRICTED STOCK OPTION PLAN
                   (Full titles of the Plan)

                        Jay D. Smith, Esq.
                        1021 Anacapa Street
                   Santa Barbara, California 93101
                        (805) 564-6300
(Name, address, including zip code, and telephone number,
       including area code, of agent for service)

                          Copy to:
                      Bruce W. McRoy, Esq.
                      Schramm & Raddue
                   15 West Carrillo Street
                 Santa Barbara, California 93102
                       (805) 963-2044

CALCULATION OF REGISTRATION FEE
Title of each     Amount      Maximum   Proposed    Proposed
class securities  to be       offering  maximum     Amount of
to be registered  registered  price     aggregate registration
                              per unit  offering    fee
                                        price
Common Stock     250,000    $25.125(1)  $6,281,250(1) $2,165.95


(1)     Estimated solely for the purpose of computing the
registration fee. Computed in accordance with Rule 457(h),
based on the average of the bid and asked prices per share of
Santa Barbara Bancorp Common Stock as of May 24, 1996.

(2)     The registration fee is calculated based on an
additional 250,000 shares being registered under the
Restricted Stock Option Plan.


     Pursuant to Rule 429, the Reoffer Prospectus contained
herein relates to the Registration Statements filed by
Registrant on April 20, 1983 (File No. 2-83293), on May 7,
1986 (File No. 33-5493), on October 28, 1991 (File No. 33-
43560) and on June 22, 1992 (File No. 33-48724).


Reoffer
Prospectus
This document constitutes part of a prospectus
covering securities that have been registered
under the Securities Act of 1933

         SANTA BARBARA BANCORP
              COMMON STOCK
           (without par value)

    Offered as set forth in this document
          pursuant to the

        SANTA BARBARA BANK & TRUST

EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST

SANTA BARBARA BANCORP DIRECTORS STOCK OPTION PLAN

SANTA BARBARA BANCORP 1996 DIRECTORS STOCK OPTION PLAN

SANTA BARBARA BANCORP RESTRICTED STOCK OPTION PLAN

   and

SANTA BARBARA BANCORP STOCK OPTION PLAN


     This Prospectus covers (a) distributions, offers and/or
sales of Common Stock of Santa Barbara Bancorp (the
"Company") from the Santa Barbara Bank & Trust Employee Stock
Ownership Plan and Trust ("ESOP"), the Santa Barbara Bancorp
Stock Option Plan, the Santa Barbara Bancorp Directors Stock
Option Plan, the Santa Barbara Bancorp 1996 Directors Stock
Option Plan, and the Santa Barbara Bancorp Restricted Stock
Option Plan to participants in such Plans (the plans are
collectively referred to as the "Plans"), one or more of
which Plans may be deemed to be "affiliates" of the Company ;
and (b) resales of Common Stock, if any, distributed under
the Plans by persons who may be deemed "affiliates" of the
Company.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


The date of this document is May 22, 1996.

STATEMENT OF AVAILABLE INFORMATION


     The Company is subject to the informational requirements
of the Securities Exchange Act of 1934 (the "Exchange Act"),
and in accordance therewith the Company files reports and
other information with the Securities and Exchange Commission
(the "Commission").  Reports, proxy statements and other
information filed by the Company may be inspected, and copies
of such material may be obtained at prescribed rates, at the
public reference facilities maintained by the Commission in
Washington, D.C., and at its New York, Chicago and Los
Angeles regional offices.  The addresses of these facilities
are as follows:

Securities and Exchange Commission
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549

New York Regional Office
Federal Plaza
New York, N.Y. 10007

Chicago Regional Office
Everett McKinley Dirkson Bldg.
219 South Dearborn Street
Room 204
Chicago, Illinois 60604

Los Angeles Regional Office 26
5757 Wilshire Boulevard
Room 1204
Los Angeles, California 90036

     The Company will distribute to its shareholders and to
all participants under the Plans (a) annual reports
containing financial statements which have been certified by
its independent certified public accountants, (b) any
quarterly reports that may be distributed to shareholders
generally, containing unaudited financial information for the
first three quarters of each fiscal year, and (c) copies of
all other reports, proxy statements and other communications
distributed to shareholders generally.

     This Prospectus does not contain all information set
forth in the Registration Statement and Exhibits thereto
which the Company has filed with the Commission.  Any
statements contained herein concerning the provisions of any
document filed as an Exhibit to the Registration Statement
are not necessarily complete, and in each instance, reference
is made to the copy of such document filed as an Exhibit to
the Registration Statement or otherwise filed with the
Commission.  Each such statement is qualified in its entirety
by such reference.

     No person has been authorized to give any information or
to make any representations, other than those contained in
this Prospectus, in connection with the offer contained
herein, and if given or made, such information or
representations must not be relied upon as having been
authorized by the Company.  This Prospectus does not
constitute an offer to sell, or a solicitation of any offer
to buy, the securities covered by this Prospectus in any
State or to any person to whom it is unlawful to make such
offer or solicitation. Neither the delivery of this
Prospectus nor any sale hereunder under any circumstances
shall create an implication that there has been no change of
the facts set forth in this Prospectus since the date hereof.

     The Company will provide without charge to each person
to whom a Prospectus is delivered, upon oral or written
request of such person, a copy of any and all of the
information incorporated by reference in the Registration
Statement (not including exhibits to the information that is
incorporated by reference, unless such exhibits are
specifically incorporated by reference into the information
that the Registration Statement incorporates).  (See
"Incorporation of Certain Documents" for a description of
these documents.)  Requests for such information or for
additional information about the Company or any of the Plans
should be directed to:

Clare McGivney
Assistant Corporate Secretary
Santa Barbara Bancorp
1021 Anacapa Street
Santa Barbara, California 93101
(805) 564-6300



TABLE OF CONTENTS
Title                                   Page No.

THE COMPANY                                    1
SELLING SECURITY HOLDERS                       1
INCORPORATION OF CERTAIN DOCUMENTS             2
MANNER OF DISTRIBUTION                         2
CAPITAL STOCK OF THE COMPANY                   3
EXPERTS                                        4
INDEMNIFICATION                                4
APPENDIX A                                   A-1
APPENDIX B                                   B-1


THE COMPANY

     Santa Barbara Bancorp (the "Company") is a bank holding
company organized under the Bank Holding Act of 1957, as
amended.  It was incorporated under the laws of the State of
California on December 7, 1981.  The Company owns all of the
outstanding shares of the capital stock of Santa Barbara Bank
& Trust (the "Bank").  As a bank holding company, the Company
is subject to the supervision and regulation of the Board of
Governors of the Federal Reserve System.

     The Bank is a wholly owned, operating subsidiary of the
Company.  It was incorporated under the laws of the State of
California on April 13, 1979, and was licensed by the
California State Banking Department and commenced operation
as a California state-chartered bank in 1979.  Prior to 1979,
the Bank operated as Santa Barbara National Bank, which
commenced operations in 1960.  The Bank is subject to
regulation by the California Superintendent of Banks and by
the Federal Reserve Bank.

     SBBT Service Corporation is a wholly owned subsidiary of
the Company ("Service Corporation").  It was incorporated
under the laws of the State of California in July 1988.  It
is engaged in the business of providing interbank courier
services and management consulting services to unaffiliated
financial institutions throughout the Counties of Santa
Barbara, San Luis Obispo and Ventura, California.

     The principal executive offices of the Company are
located at 1021 Anacapa Street, Santa Barbara, California
93101, telephone number (805) 564-6300.


SELLING SECURITY HOLDERS

     This Prospectus covers distributions of Common Stock of
the Company from the Plans to participants under the Plans
(which may involve offers and/or sales of such Common Stock
to participants).  Distributions will not be made at the
present time, but will occur in accordance with and at the
times established under the Plans.

     This Prospectus also covers the resale by persons who
may be deemed "affiliates" of the Company (as that term is
defined in Rule 405 under the Securities Act of 1933) of
shares of Common Stock that were acquired through
distributions from the Plans and the exercise of options
granted under the Plans.  No such resales are being offered
at the present time.

     Appendix A sets forth the names of those participants in
the ESOP who may be deemed affiliates of the Company, as well
as certain other information regarding the ESOP, all as of
the date of the Appendix.  Such "affiliated" participants may
engage in resales of distributed Common Stock covered by this
Prospectus at some future date, although no such resales are
currently planned by these participants.  Appendix B lists
those affiliates of the Company who propose, as of the date
of the Appendix, to resell shares of Common Stock acquired
under the Plans pursuant to this Prospectus.  The Company
will update Appendix A and Appendix B from time to time to
identify those affiliates of the Company who hereafter
propose to resell shares of Common Stock acquired under the
Plans pursuant to this Prospectus.

     It is not possible to predict when distributions from
the Plans will be made or when resales by affiliates of
distributed Common Stock may be offered, the method of
disposition of the Common Stock, the price at which
distributed Common Stock may be offered or the use to which
the proceeds of any resales may be put.  This Prospectus and
the relevant Appendices will be amended from time to time to
include the names and related security holding information of
affiliates offering shares for resale pursuant to this
Prospectus.


INCORPORATION OF CERTAIN DOCUMENTS

     By this reference, the following documents filed by the
Company with the Commission are incorporated into and made a
part of this Prospectus:

     1.     The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, filed pursuant to
Section 13(a) of the Exchange Act (which includes the
financial statements of the Company for such year and the
report thereon of the Company's independent public
accountants);

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

     3.  The description of Common Stock contained in
Registrant's Registration Statement on Form 8-A (Registration
No. 0-11113) filed under the Exchange Act, including any
amendment or report subsequently filed by Registrant for the
purpose of updating that description.

     All documents filed with the Commission by the Company
and by each Plan subsequent to the date of this Prospectus
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act (prior to the filing of a post-effective
amendment which indicates that all securities offered have
been distributed or sold or which deregisters all securities
then remaining not distributed or unsold) shall be deemed to
be incorporated into and made a part of this Prospectus from
the date of filing of such documents with the Commission.

MANNER OF DISTRIBUTION

     The shares of Common Stock offered hereby (whether sales
by affiliates or distributions to participants from one or
more of the Plans) may be sold and distributed on any
securities exchange on which the shares may then be traded or
in the over-the-counter market (at prices and at terms then
prevailing) or in negotiated transactions or otherwise, which
transactions may include purchase of some or all of the
shares by broker-dealers or principals, for resale pursuant
to this Prospectus.


CAPITAL STOCK OF THE COMPANY

     The authorized capital of the Company consists of
20,000,000 shares of Common Stock.  The holders of the
Company's Common Stock outstanding from time to time are
entitled to receive, out of assets legally available
therefor, dividends at such time and in such amounts as the
Board of Directors may determine.  Upon liquidation,
dissolution or winding-up of the Company, the assets of the
Company legally available for distribution to shareholders
will be distributed ratably among the holders of the
outstanding Common Stock.  Holders of Common Stock have no
conversion or preemptive rights.  Shareholders have no
liability for further calls upon shares, and all the shares
of Common Stock outstanding are fully paid and nonassessable.

     Each shareholder is entitled to one vote for each share
of the Company's Common Stock held by such shareholder.  When
electing Directors of the Company, each shareholder has the
right to vote cumulatively in accordance with requirements
set forth in the Company's Bylaws and by statute.

     The Company's Articles of Incorporation contain a
provision of a type commonly known as a "fair price"
provision.  In general the Articles require the approval by
holders of 66.67% of the outstanding voting shares (as
defined in the Articles) of the Company as a condition for
mergers, certain other business combinations and similar
transactions involving the Company ("Business Combinations")
and any holder of 10% or more of the outstanding voting
shares of the Company (a "Ten Percent Shareholder") unless
either (a) the transaction is approved by a majority of the
"Disinterested Directors" [namely, members of the Board who
are neither affiliated with the Ten Percent Shareholder nor
nominated, elected or appointed to the Board by such
Shareholder] or (b) certain minimum price, form of
consideration and procedural requirements are met.  The
Articles also require the approval by the holders of 66.67%
of the outstanding voting shares of the Company to amend or
repeal, or adopt provisions inconsistent with the "fair
price" provisions at any time in the future.

     These "fair price" provisions are intended to provide a
measure of assurance that all shareholders of the Company
will be treated similarly in the event of certain Business
Combinations involving a Ten Percent Shareholder.  The
overall effect of these proposals may be to render more
difficult the accomplishment of mergers or certain other
Business Combinations or the assumption of control by a
substantial shareholder without the prior approval of the
Board, and thus to make more difficult the removal of
management.  The "fair price" provisions in the Articles are
designed to protect minority shareholders from a purchaser
using two-tier pricing and similar tactics in an attempt to
take over the Company.  The provisions are not designed to
prevent or discourage tender offers for all of the Company's
Common Stock or Business Combinations approved by a majority
of the Disinterested Directors.  They generally should not
prevent a tender offer or other Business Combination in which
each shareholder receives substantially the same price for
his or her shares as each other shareholder or which the
Board of Directors has approved.  Except for these
restrictions on certain Business Combinations, the Articles
do not prevent a holder of a controlling interest from
increasing his or her share ownership interest.


EXPERTS

     The financial statements and schedules incorporated by
reference in this Prospectus have been audited by Arthur
Andersen & Co., independent public accountants, as indicated
in their reports with respect thereto, and are incorporated
herein in reliance upon the authority of said firm as experts
in accounting and auditing in giving said reports.


INDEMNIFICATION

     Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers
and controlling persons of the Company pursuant to the
General Corporation Law of the State of California and under
the Company's Bylaws, Articles of Incorporation or otherwise,
the Company has been informed that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable.

     Section 317 of the California Corporation Code provides
broad authority for a court to award, or for a corporation's
Board of Directors to grant, indemnification to directors and
officers for liabilities incurred in connection with their
activities in such capacities (including reimbursement for
expenses incurred).

     Pursuant to Article VI of its Bylaws, the Company is
authorized to indemnify its directors, officers and any other
persons acting as agents of the Company to the maximum extent
permitted under California law.  Pursuant to authorization
contained in said Article VI of the Bylaws, the Company has
obtained and continues to carry a policy of officers and
directors liability and corporate reimbursement insurance in
connection with such indemnification.


APPENDIX A
(to Reoffer Prospectus)

The date of this Appendix is May 22, 1996.

1.     ESOP DISTRIBUTIONS OF STOCK

     A distribution of Common Stock of the Company is being
or will be made in the amounts and to the individuals named
below, as a result of termination of these individuals as
participants in the Company's Employee Stock Ownership Plan
("ESOP").

Participant Name                         Number of Shares





Because the ESOP may be deemed an "affiliate" of the Company,
these distributions of stock may be considered a sale of the
distributed stock by the ESOP.

     A.     Members of the ESOP Committee

          The names and addresses of the Advisory Committee
of the ESOP, as of the date of this Appendix, are as follows:

Donald M. Anderson
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

David W. Spainhour
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

John J. McGrath
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

Kent Vining
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

Jay D. Smith
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

Paulette Posch
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

William S. Thomas, Jr.
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

2.     AFFILIATE STATUS OF ESOP

     As of the date of this Appendix, and prior to the
distribution of stock from the ESOP, as described in
Paragraph 1, above, the ESOP owned 546,758 shares of Common
Stock of the Company, or 10.67% of the issued and outstanding
Common Stock.  After the distribution the ESOP will own
shares, or     %.  The Trustee of the ESOP is Santa Barbara
Bank & Trust, a subsidiary of the Company.  Further, each of
the members of the Board of Directors of the Trustee, as well
as each of the members of the Advisory Committee of the ESOP,
is either a director, officer or employee of the Company.  As
a result, the Trustee may be deemed to be controlled by the
Company.


                                          Share Ownership in
Name                   Position            ESOP(1)    Other
ESOP                                                  546,758
(2)
Donald M. Anderson     Director
                       and Chairman        35,006     183,737

Edward E. Birch        Director            12,405       5,188

Frank H. Barranco      Director             3,750       8,360

Richard M. Davis       Director             3,000       7,050

Anthony Guntermann     Director            13,146      18,468

Dale E. Hanst          Director            18,273      19,574

Harry B. Powell        Director             5,000       4,967

David W. Spainhour     Director            36,353     122,238

John McGrath           Senior Vice
                       President           29,454      17,539

Jay Donald Smith       Senior Vice
                       President           31,800      30,830

Kent Vining            Senior Vice
                       President           30,962          16

William S. Thomas, Jr. Senior Vice
                       President            2,000       4,727

Paulette Posch         Vice President       5,544       3,923

(1) Includes shares allocated under the ESOP to the accounts
of the individuals listed above and shares that may be
acquired through the exercise of stock options granted under
the Plans that are currently exercisable or will be
exercisable at any time during the sixty (60)-day period
following the date of this Appendix.

(2)  Includes all shares held in the ESOP, including shares
allocated under the ESOP to the accounts of one or more of
the individuals listed above (and thus such shares are
included in the table more than once).


APPENDIX B
(to Reoffer Prospectus)

The date of this Appendix is May 22, 1996.


1.     RESALE BY AFFILIATES

     Set forth below are the names of the persons who are
affiliates of the Company and who propose to resell shares of
Common Stock of the Company pursuant to this Reoffer
Prospectus and the number of shares of Common Stock proposed
to be resold.

Name                            Number of Shares







     This Reoffer Prospectus relates only to shares of Common
Stock acquired by the foregoing persons through distributions
from the Plans or upon exercise of stock options granted
under the Plans.

EXPLANATORY NOTE


     This Registration Statement covers the registration of
an additional 250,000 shares added to the Plan Reserve under
the Company's Restricted Stock Option Plan (the "Plan").
Securities under the Plan were previously registered under
the Registration Statement on Form S-8 (File No. 33-48724)
filed June 22, 1992, and the contents of such Registration
Statement are incorporated herein to the extent that the
information is not contained in this Registration Statement.


PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.     Plan Information*

Item 2.     Registrant Information and Employee Plan Annual
Information*

 *Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from the 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 THE REGISTRATION STATEMENT


Item 3.     Incorporation of Documents by Reference

     Incorporated by reference to the corresponding Item in
the Registration Statement on Form S-8 (File No. 33-48724)
filed June 22, 1992.


Item 4.     Description of Securities

     Incorporated by reference to the corresponding Item in
the Registration Statement on Form S-8 (File No. 33-48724)
filed June 22, 1992.


Item 5.     Interests of Named Experts and Counsel

     Counsel for Registrant, Schramm & Raddue, has rendered
an opinion to the effect that Registrant's shares of Common
Stock covered by the registration statement will be duly and
validly issued, fully paid and non-assessable upon issuance.

     Dale E. Hanst, a director of Registrant, is a partner in
the firm of Schramm & Raddue.  Mr. Hanst owns 19,048 shares
of Registrant's Common Stock and holds options to purchase
approximately 16,831 shares of Registrant's Common Stock.
Certain other attorneys of Schramm & Raddue own an aggregate
of approximately 29,334 shares of Registrant's Common Stock.
In addition, certain attorneys of Schramm & Raddue serve as
fiduciaries for various trust accounts.  These trust accounts
own an aggregate of approximately 13,710 shares of
Registrant's Common Stock, as to which shares the attorneys
serving as fiduciaries disclaim beneficial ownership.

Item 6.     Indemnification of Directors and Officers

     Incorporated by reference to the corresponding Item in
the Registration Statement on Form S-8 (File No. 33-48724)
filed June 22, 1992.


Item 7.     Exception from Registration Claimed

     Not applicable.



Item 8.     Exhibits

     The following Exhibits are filed as a part of this
Registration Statement:

     4.1     The Santa Barbara Bancorp Restricted Stock
Option
          Plan

        4.1.1     Forms of Restricted Stock Option Agreements
          (Nonstatutory Stock Option - 5 year)


        4.1.2     Forms of Restricted Stock Option Agreements
          (Nonstatutory Stock Option - 10 year)

        4.1.3     Form of Incentive Stock Option Agreement

        4.1.4     Form of Nonstatutory "Reload" Option

        4.1.5     Form of Incentive "Reload" Option

        4.1.6     Form of "Reload" Option Amendment

     5.1     Opinion of Schramm & Raddue

    24.1     Consent of Arthur Andersen, LLP

    24.2     Consent of Schramm & Raddue (included in Opinion
of Schramm & Raddue filed as Exhibit 5.1 herein)


Item 9.     Undertakings

     Incorporated by reference to the corresponding Item in
the Registration Statement on Form S-8 (File No. 33-48724)
filed June 22, 1992.


POWER OF ATTORNEY

     Each director and/or officer of the Registrant whose
signature appears below hereby appoints David W. Spainhour,
William S. Thomas, Jr., Jay D. Smith and Donald Lafler, and
each of them severally, as his attorney-in-fact to sign in
his name and behalf, in any and all capacities stated below,
and to file with the Commission any and all amendments,
including post-effective amendments, to this registration
statement, and the Registrant hereby also appoints each such
person as its attorney-in-fact with like authority to sign
and file any such amendments in its name and behalf.

SIGNATURES

     Pursuant to the requirements of the Securities Act of
1933 the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Barbara, State of
California, on May 22, 1996.



                              SANTA BARBARA BANCORP


                              By /s/ David W. Spainhour
                                 David W. Spainhour
                                 President/Chief Executive
                                 Officer

     Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following person in the capacities and on the date indicated:

Signature                Title               Date
/s/ Donald M. Anderson
    Donald M. Anderson   Chairman of the
                         Board and Director  May 22, 1996

/s/ David W. Spainhour
    David W. Spainhour  President,
                        Chief Executive
                        Officer and Director  May 22, 1996

/s/ William S. Thomas, Jr.
    William S. Thomas, Jr.  Vice Chairman,
                           Chief Operating
                          Officer and Director  May 22, 1996

/s/ Donald Lafler
    Donald Lafler    Senior Vice President and
                     Chief Financial Officer
                 (Principal Financial Officer)  May 22, 1996

/s/ Edwin Stonefelt
    Edwin Stonefelt   Vice President
               (Principal Accounting Officer)  May 22, 1996

/s/ Franco Barranco, M.D.
    Franco Barranco, M.D.   Director        May 22, 1996

/s/ Edward E. Birch
    Edward E. Birch         Director        May 22, 1996

/s/ Richard M. Davis
    Richard M. Davis        Director        May 22, 1996

/s/ Anthony Gunterman
    Anthony Gunterman       Director        May 22, 1996

/s/ Dale E. Hanst
    Dale E. Hanst           Director        May 22, 1996

/s/ Harry B. Powell
    Harry B. Powell         Director        May 22, 1996


EXHIBIT INDEX

Exhibit Number         Description of item    Sequential Page

  4.1          The Santa Barbara Bancorp Restricted
               Stock Option Plan

  4.1.1        Forms of Restricted Stock Option
               Agreements (Nonstatutory Stock
               Option - 5 year)

  4.1.2        Forms of Restricted Stock Option
               Agreements (Nonstatutory Stock
               Option - 10 year)

  4.1.3        Forms of Incentive Stock Option Agreement

  4.1.4        Form of Nonsttutory "Reload" Option

  4.1.5        Form of Incentive "Reload" Option

  4.1.6        Form of "Reload" Option Amendment

   5.1         Opinion of Schramm & Raddue

  24.1         Consent of Arthur Andersen, LLP

  24.2         Consent of Schramm & Raddue (included in
               Opinion of Schramm & Raddue filed as Exhibit
               5.1 herein)



SANTA BARBARA BANCORP RESTRICTED STOCK OPTION PLAN
Exhibit 4.1

SANTA BARBARA BANCORP

AMENDED AND RESTATED
RESTRICTED STOCK OPTION PLAN
(As Amended and Restated, effective February 27, 1996)


     SANTA BARBARA BANCORP (the "Company") hereby adopts the
following employee stock option plan:

1.     OPTIONS

     This instrument is intended to implement and govern the
RESTRICTED STOCK OPTION PLAN (the "Plan") of Santa Barbara
Bancorp (the "Company").  Pursuant to the Plan, two separate
types of options for Common Stock of the Company may be
granted:

     1.1      Incentive Options.  Incentive Stock Options
("Incentive Options"); and

     1.2      Non-Qualified Options.  Non-qualified Stock
Options ("Non-qualified Options").

Incentive Options are intended to qualify as incentive stock
options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").  Non-qualified
options are not intended to so qualify.  Unless specified
otherwise, all the provisions of this Plan relate equally to
both Incentive Options and Non-qualified Options.  Each
option granted under this Plan shall be evidenced by a Stock
Option Agreement (the "Agreement") between the Company and
the employee concerned, designating the type of option being
issued and containing such other terms and conditions as
deemed appropriate.

2.     PURPOSES OF THE PLAN

     The purposes of this Plan are to attract, motivate and
retain the best available officers and employees, and to
provide them with additional incentive to promote the success
of the Company's business.

3.     ADMINISTRATION OF THE PLAN

     The Plan shall be administered by a committee to be
appointed by the Board of Directors of the Company (the
"Committee").  The Committee shall consist of not less than
three persons all of whom shall be Members of the Board of
Directors.  None of the members of the Committee shall be
eligible to be allocated any stock options pursuant to this
Plan.  No person shall be appointed to be a member of the
Committees if such person was eligible to be allocated any
stock options pursuant to this Plan at any time within one
(1) year prior to his appointment to the Committee.  For
purposes of this Section, a person shall be deemed to be
eligible to be allocated any stock options pursuant to this
Plan during any period if, during such period, he is eligible
to receive a Reload Option pursuant to this Plan.  Members of
the Committee shall serve at the pleasure of the Board of
Directors.  No member of the Committee shall be liable for
any action or determination undertaken or made in good faith
with respect to the Plan or any agreement executed pursuant
to the Plan.  Subject to the provisions contained herein, the
Committee shall determine:

     3.1      Employees to Receive Option.  The employees to
whom options shall be granted;

     3.2      Type of Options to be Granted.  Whether options
to be granted shall be Incentive Options or Non-qualified
Options or both;

     3.3      Number of Shares.  The number of shares to be
optioned to each such employee;

     3.4      Option Price.  The price to be paid for the
shares upon the exercise of each option;

     3.5      Option Period.  The period within which each
option shall be exercised; and

     3.6      Other Terms and Conditions.  The terms and
conditions of each Agreement between the Company and each
employee to whom the Committee has granted an option; which
terms and conditions, however, shall be in accordance with
the provisions of this Plan but may include any other or
additional terms or conditions not inconsistent with this
Plan.

4.     GRANT OF OPTIONS

     4.1      Effective Date of Option Grant.  The "grant" of
an option pursuant to this Plan shall be deemed to have
occurred on the latest of: (a) the date the Committee
announces the grant of the option; or (b) such later date set
by the Committee or set forth in the Agreement.

5.     ELIGIBILITY

     Full-time salaried employees of the Company who shall,
in the judgment of the Committee, be qualified by position,
training, or ability to contribute substantially to the
success of the Company, shall be eligible to participate in
the Plan.  The number of shares allocable to any person by
means of options under this Plan is to be reasonable, as
determined by the Committee, in relation to the purposes of
the Plan and the needs and capabilities of the Company.  No
option may be granted to any employee owning more than ten
percent (10%) of the voting power of all classes of stock of
the Company or its parent or subsidiary.

6.     RESERVE OF SHARES

     6.1      Reserve.  Subject to the provisions of Section
6.2, below, the maximum aggregate number of shares of Common
Stock of the Company reserved for issuance upon the exercise
of Options granted under the Plan is 1,000,000 shares of
authorized but unissued shares of Common Stock of the
Company.  No more than the total number of shares held in
this Reserve shall be issued under the Plan pursuant to the
exercise of Incentive Options and Non-qualified Options in
the aggregate.

     6.2      Adjustments In Reserve.  If the outstanding
shares of Common Stock of the Company are increased or
decreased, or are changed into or exchanged for a different
number or kind of shares or other securities, as a result of
the occurrence of an event described in Section 23 or Section
24, below, then and in such event, appropriate adjustments
shall be made in the number and/or kind of shares or other
securities for which options may thereafter be granted under
this Plan.  In the event that any outstanding option under
the Plan expires or is terminated without exercise, or with
only partial exercise, prior to the end of the period during
which options may be granted, the shares allocable to the
unexercised portion of any such option may be added back into
the Reserve and may again be subject to option under the
Plan.

7.     OPTION EXERCISE PRICE

     7.1      Establishment of Option Price.  The price per
share required to be paid upon exercise of any option granted
hereunder, whether an Incentive Option or a Non-qualified
Option, shall be 100% of the fair market value per share, as
determined by the Committee, of the Company's Common Stock at
the time of the grant of the option.

     7.2      Payment of Option Price.  The option price
shall be payable either (a) in cash in immediately available
funds, or (b) with stock of the Company, valued at its then
fair market value.  In the event that the option price is
paid, whether in whole or in part, through the tender of
shares of Common Stock of the Company already owned by the
option holder, then the option must be exercised for a
minimum of at least 100 shares, or the total number of shares
subject to the outstanding option being exercised, if less
than 100 shares.

     7.3      Exchange of Options.  Notwithstanding the
foregoing, however, in the event that any option is granted
under this Plan in exchange for the surrender by the grantee
of another option for the Common Stock of the Company, the
Committee, in its discretion, may establish the option
exercise price under the new option at the same amount as
provided in the option which is surrendered, but only to the
extent of the number of shares then subject to the option
which is surrendered.

8.     OPTION PERIOD

     The term of any Incentive Option granted pursuant to
this Plan shall not exceed five (5) years.  The term of any
Non-qualified Option shall not exceed ten (10) years.  The
aggregate fair market value, as determined by the Committee,
of the shares of Common Stock with respect to which an
Incentive Option granted under this Plan is exercisable for
the first time by an Optionee during any calendar year shall
not exceed the difference between (a) One Hundred Thousand
Dollars ($100,000) and (b) the sum of the fair market value,
as determined by the Committee as of the time the Incentive
Options, if any, were granted, of the shares of Common Stock
covered by all Incentive Options which were granted to the
Optionee under this Plan and all other incentive stock option
plans of the Company and which are exercisable for the first
time by the Optionee during such calendar year. If an
Incentive Option is granted pursuant to which the aggregate
fair market value of shares with respect to which it first
becomes exercisable in any calendar year exceeds such
$100,000 limitation, the portion of such Option which is in
excess of the $100,000 limitation shall be treated as a Non-
qualified Option pursuant to Section 422(d)(1) of the Code.
This Section is intended to comply with the provisions of
Section 422 of the Code and shall be interpreted so as to
comply with the provisions of such Section of the Code.
Nothing in this Section shall obligate the Company, to grant
options or any additional options to any employee under this
Plan or any other stock option plan here or hereafter
adopted.

9.     EXERCISE; VESTING

     Options granted hereunder (whether Incentive Options or
Non-qualified Options) shall become exercisable ("vest") in
accordance with such schedule as the Committee, in the
exercise of its discretion, may deem appropriate in any
particular case.  To the extent not so provided by the
Committee, options shall vest as follows:  The aggregate
number of shares covered by the option shall be divided by
the number of years included in the option term (each such
year being hereinafter called an "Option Year").  The
Employee shall become entitled to purchase the number of
shares of Common Stock resulting from the foregoing division
at the end of each Option Year.

     Notwithstanding any other provision contained herein,
however, (a) options here granted shall vest and become
exercisable over a period no longer than five (5) years and
at a rate not less than twenty percent (20%) per year, and
(b) no option granted under this Plan shall be exercisable
for at least six (6) months following the grant of the
option, except in case of death or disability.

10.     RESTRICTION ON TRANSFER OF STOCK ISSUED

     Unless the Committee otherwise designates, pursuant to
its authority under Section 3.6 of this Plan, the stock
option agreements covering any options granted under this
Plan shall provide that stock issued pursuant thereto shall
be subject to the following restriction: Such stock may not
be sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of without the prior written approval of
the Committee for a period of five (5) years following the
date the option is granted and two (2) years following the
date of exercise of the option, whichever is later.  The
foregoing restriction on transfer shall not apply to an
employee's transfer of shares of Common Stock to the Company
in payment of all or any portion of the purchase price upon
exercise of an option or to an employee's election to satisfy
his tax withholding obligation with respect to any exercise
of an option through shares which otherwise would be issued
as a result of the exercise.  Appropriate legends shall be
placed on any certificates evidencing such restricted shares
and appropriate stop transfer instructions given to the
Company's transfer agent.

11.     EXPIRATION OF OPTIONS

     Notwithstanding any other provisions of this Plan or the
terms of any option agreement granted pursuant hereto,
options granted pursuant to this Plan shall expire upon the
occurrence of any of the following events:

     11.1      Termination of Employment.  Thirty (30) days
following termination of employment, other than as a result
of the employee's retirement, death or disability;

     11.2      Retirement.  Immediately upon retirement of
the employee in accordance with the Company's retirement
policy, provided that the employee may within three months
after the date of retirement (but in no event beyond the
period of time for which the option is granted) exercise the
option as to those shares with respect to which any vesting
installments, if any, had accrued as of the date on which the
employee retired.

     11.3      Death or Disability.  Twelve months after the
death or permanent disability (as defined in the Company's
Incentive and Investment Profit Sharing Plan and Trust) of
the employee while in the employ of the Company (but in no
event beyond the period of time for which the option is
granted).  During such twelve-month period the employee (or
his personal representative) or the persons to whom the
employee's rights under the Option shall have passed by will
or by the applicable laws of descent and distribution shall
have the right to exercise the option to the extent that any
vesting installments, if any, had accrued as of the date of
employee's death or disability.

12.     METHOD OF EXERCISE

     Options granted pursuant to this Plan shall be exercised
by delivery to the Committee of a written notice specifying
(a) the number of shares which an employee (or his personal
representative) then desires to purchase, (b) the name or
names in which Employee (or his personal representative)
desires to have the shares issued, and (c) whether the
options being exercised are Incentive Options or Non-
qualified Options.  Said notice shall be accompanied by full
payment of the aggregate purchase price of such options in
immediately available funds (or stock of the Company).  The
Company shall, as soon as practicable thereafter, issue and
deliver to the employee and/or any other persons designated
in the notice of exercise, the necessary certificate or
certificates evidencing the number of shares purchased
(excluding any fractional shares), in the name of the
employee and/or in the name of the other persons designated
in the notice of exercise.  Employee may designate in the
notice of exercise that some or all of the shares to be
issued upon such exercise shall be issued in the name of
Employee's spouse, the trustee of a revocable trust in which
Employee and his or her spouse are the sole primary
beneficiaries, Employee's prior spouse, or any combination of
the foregoing.  Notwithstanding anything herein to the
contrary, Employee may not designate in the notice of
exercise that any of the shares shall be issued to Employee's
prior spouse unless such issuance is to be made incident to
Employee's divorce within the meaning of Section 1041 of the
Code.  The Committee may rely on a representation of the
person exercising the option, or such other evidence as the
Committee deems appropriate, for purposes of determining the
propriety of the exercise of any option and the compliance of
such exercise with the terms of this Plan and any applicable
Stock Option Agreement.  The Committee shall have no
obligation to independently investigate the propriety of the
exercise of any option or the compliance of such exercise
with the terms of this Plan or any applicable Stock Option
Agreement.

13.     RELOAD FEATURES

     13.1      Grant of Reload Options.  Whenever the holder
of any option (the "Original Option") outstanding under this
Plan (whether an Incentive Option or a Non-qualified Option,
and including any Reload Options granted under the provisions
of this Section 13) exercises the Original Option and makes
payment of the option price by tendering shares of the Common
Stock of the Company previously held by him or her, then the
holder of that Option shall be entitled to receive and the
Company shall grant a new option (the "Reload Option") for
that number of additional shares of the Common Stock of the
Company which is equal to the number of shares tendered by
the option holder in payment of the option price for the
Original Option being exercised.  All such Reload Options
granted hereunder shall be on the following terms and
conditions:

          13.1.1      Option Price.  The option price per
share shall be an amount equal to the then current fair
market value per share of the Company's Common Stock, as of
the date of exercise of the Original Option, as determined by
the Committee.

          13.1.2      Expiration Date.  The option exercise
period shall expire, and the Reload Option shall no longer be
exercisable, on the expiration of the option period of the
Original Option or five (5) years from the date of the grant
of the Reload Option, whichever is later.

          13.1.3      Vesting Period.  Any Reload Option
granted under this Section 13 shall "vest" and first become
exercisable one (1) year following the date of exercise of
the Original Option.

          13.1.4      Other Terms.  All other terms of Reload
Options granted hereunder shall be identical to the terms and
conditions of the Original Option, the exercise of which
gives rise to the grant of the Reload Option.  Further, the
character of the Reload Option shall be the same as the
character of the Original Option, namely if the Original
Option is an Incentive Option, the Reload Option shall be an
Incentive Option; and if the Original Option is a Non-
qualified Option, the Reload Option shall also be a Non-
qualified Option.

     13.2      Restrictions on Reload Options.  Any and all
Reload Options granted pursuant to this Section 13 (or
Section 15, below) shall be subject to the following
conditions and restrictions:

          13.2.1      No Reload on Existing Incentive
Options. Not-withstanding Section 13.1, above, no Reload
Option shall be granted pursuant to Section 13.3, below, upon
the exercise of any Incentive Option which is outstanding as
of the effective date of this Plan.

          13.2.2      Holding Period of Shares Tendered.  No
Reload Option shall be granted pursuant to Section 13.1,
above, unless the shares tendered upon exercise of the
Original Option in payment therefore have been held by the
Employee for a period of more than six (6) months prior to
the exercise of the Original Option.

          13.2.3      Holding Period of Original Option
Shares.  If the shares of Common Stock of the Company which
are issued upon exercise of the Original Option are sold
within one (1) year following the exercise of the Original
Option, then the Reload Option shall immediately terminate.

          13.2.4      Exception.  The holding period
restrictions set forth in Sections 13.2.2 and 13.2.3 above
shall not apply to an Employee's (a) transfer of shares of
Common Stock to the Company in payment of all or any portion
of the purchase price upon exercise of an option, whether an
Original Option or a Reload Option, or (b) satisfaction of
his withholding obligation, if any, pursuant to Section 15
below by the withholding of shares that would otherwise be
issued as a result of the exercise of an option.

     13.3      "Grandfather" Provisions.  The Company
acknowledges that there are outstanding options granted to
employees under the Company's prior employee Stock Option
Plan, which Plan expires in calendar year 1993, and that said
Plan contained "reload" features similar to those contained
herein.  To the extent that any such outstanding options
under said Plan are exercised after the expiration of that
Plan, the Committee shall have the power, in its sole
discretion, to grant to any such option holders a reload
option under and containing the terms specified in this Plan.

14.     NON-TRANSFERABILITY

     Options granted pursuant to this Plan shall not be
transferable other than by will or by the laws of descent and
distribution and shall be exercisable during the employee's
lifetime only by him (or his guardian or legal
representative).  Any attempt by an Employee to assign or
transfer any option granted under this Plan other than as
provided in this paragraph shall automatically effect a
termination thereof.

15.     TAX WITHHOLDING

     To the extent that the exercise of any Option granted
hereunder gives rise to an obligation on the part of the
Company to withhold from Employee's wages, the Company shall
do so on such terms and in accordance with such procedures as
may be required under applicable law. At the election of the
Employee, withholding may be made in shares of the Common
Stock of the Company which would otherwise be issued as a
result of the exercise; provided, however, that such an
election must be an irrevocable election which is made at
least six (6) months prior to the exercise of the option, in
accordance with regulations and interpretation of the
Securities Exchange Commission.  If withholding is made in
shares of the Company's stock, the Committee, in its sole
discretion, may grant Reload Option(s), on the terms
specified in Section 13, above, for the number of shares so
withheld.

16.     NO SHAREHOLDER RIGHTS

     An option holder shall not be deemed to be a shareholder
of the Company with respect to options unless and until said
shares shall have been issued upon exercise thereof and are
paid for in full.

17.     SECURITIES COMPLIANCE

     Options granted pursuant to this Plan shall be subject
to the requirement that if at any time the Committee shall
determine, in its discretion, that the listing, registration,
or qualifications of the shares covered thereby is required
upon any securities exchange or under any state or federal
law, or the consent or approval of any governmental
regulatory authority is necessary or desirable as a condition
of the exercise of such option, the option may not be
exercised, in whole or in part, unless and until such
listing, registration, qualification, consent or approval
shall have effected or obtained free of any conditions not
acceptable to the Committee.

18.     TERM OF PLAN

     No option shall be granted under this Plan after ten
years from the date of the original adoption of the Plan by
the Board of Directors or the original approval of the Plan
by a majority of the voting shares, whichever event first
occurred.

19.     AMENDMENT OF PLAN

     The Board of Directors of the Company may at any time
suspend, amend, or terminate the Plan, and may, with the
consent of an option holder, make such modification of the
terms and conditions of options granted hereunder as it shall
deem advisable; provided that, any amendment or modification
which would:

     19.1      Number of Shares.  Materially increase the
number or shares which may be issued pursuant to the Plan
(other than in accordance with Section 23 and Section 24.
below);
     19.2      Eligibility.  Materially modify the
requirements as to eligibility for participation in the Plan;
or

     19.3      Increase in Benefits.  Otherwise materially
increase the benefits accruing to participants under the
Plan;

shall be subject to approval thereof by shareholders of the
Company holding not less than a majority of the voting power.

20.     SUBSTITUTION OF OPTIONS

     Notwithstanding the provisions of Section 19, above, the
Committee may grant to an option holder, if he or she is
otherwise eligible, additional options under this Plan or,
with the consent of the option holder, grant new options
under this Plan in lieu of any outstanding options for a
number of shares, at a purchase price and for a term which in
any respect is greater or lesser than that of the earlier
Option, subject to those limitations as to options otherwise
set forth herein.

21.     LIMITS ON AMENDMENTS

     This Plan may not, without approval of the stockholders,
be amended in any manner that will cause Incentive Options
issued under it to fail to meet the requirements of incentive
stock options as defined in Section 422 of the Internal
Revenue Code, or to change the maximum number of shares which
any one person may receive.

22.     EFFECT ON SUSPENSION OR TERMINATION OF PLAN

     No option may be granted during any suspension, or after
termination, of this Plan.  Amendment, suspension, or
termination of the Plan shall not, without the consent of the
option holder, alter or impair any rights or obligations
under any option theretofore granted hereunder.

23.     RECAPITALIZATION OF COMPANY

     Except as otherwise provided herein, appropriate and
proportionate adjustments shall be made in the number and
class of shares subject to the Plan and to the options
granted under the Plan, and the exercise price of such
options, in the event of a stock dividend (but only on Common
Stock), stock split, reverse stock split, recapitalization,
reorganization or like change in the capital structure of the
Company.  To the extent that the foregoing adjustments relate
to stock or securities of the Company, such adjustments shall
be made by the Committee, the determination of which in that
respect shall be final, binding, and conclusive; provided
that no Incentive Option granted under the Plan shall be
adjusted in a manner that causes the option to fail to
continue to qualify as an incentive stock option within the
meaning of Section 422 of the Code.

24.     REORGANIZATION OR LIQUIDATION OF THE COMPANY

     In the event of (a) a liquidation of the Company, or (b)
a merger, reorganization, or consolidation of the Company
with any other corporation in which the Company is not the
surviving corporation or the Company becomes a wholly-owned
subsidiary of another corporation, or (c) any sale of all or
substantially all of the Company's assets, any unexercised
options then outstanding under the Plan shall be deemed
cancelled unless the surviving corporation in any such
merger, reorganization or consolidation or the acquiring
corporation in any such sale elects to assume the options
under the Plan or to issue substitute options in place
thereof; provided, however, that if any options granted under
the Plan would be cancelled in accordance with the foregoing,
the optionee shall have the right, exercisable during a 10-
day period ending on the fifth day prior to the effective
date of such liquidation, merger, reorganization,
consolidation or sale, to exercise the optionee's Option in
whole or in part without regard to any installment exercise
provisions in the optionee's Option Agreement. If any options
or portion thereof originally designated as Incentive Options
would cease to qualify as incentive stock options under
Section 422 of the Code as a result of the exercise of such
options in accordance with the preceding sentence,  then such
Incentive Options or portion thereof shall be redesignated as
Non-qualified Options.  The Company shall give each Optionee
at least thirty (30) days prior written notice of the
anticipated effective date of any such liquidation, merger,
reorganization, consolidation or sale.  Notwithstanding
anything in this Plan or in any Option Agreement to the
contrary, (i) all option exercises effected during the
foregoing 10-day period shall be deemed to be effective
immediately prior to the closing of such liquidation, merger,
reorganization, consolidation or sale and (ii), if the
Company abandons or otherwise fails to close any such
liquidation, merger, reorganization, consolidation or sale,
then (A) all exercises during the foregoing 10-day period
shall cease to be effective ab initio and (B) the outstanding
Options shall be exercisable as otherwise determined under
the applicable Option Agreement and without consideration of
this Section or the corresponding provisions of any Option
Agreement.

25.     APPROVAL OF SHAREHOLDERS; EFFECTIVE DATE

     This Plan shall not take effect until approved by the
affirmative vote of the holders of a majority of the Common
Stock of the Company present, or represented, and entitled to
vote at a meeting of shareholders duly held in accordance
with the laws of the State of California, solicited in
accordance with the rules and regulations of the Securities
and Exchange Commission, which approval must occur within the
period beginning twelve (12) months before and ending twelve
(12) months after the date such amendments are adopted by the
Board of Directors.

26.     OPTION AGREEMENTS

     The Option Agreements entered into hereunder shall
contain such other provisions, including, without limitation,
restrictions upon the exercise of an option, as the Committee
shall deem advisable.  Incentive Option Agreements shall
contain such limitations and restrictions upon the exercise
of options as shall be necessary in order that such options
will constitute an "incentive stock option" as defined in
Section 422 of the Code or to conform to any change in the
law.

27.     INDEMNIFICATION

     In addition to such other rights of indemnification as
they may have as members of the Board, the members of the
Committee administering the Plan shall be indemnified by the
Company against reasonable expenses, including attorney's
fees, actually and necessarily incurred in connection with
the defense of any action, suit, or proceeding, or in
connection with any appeal therein, to which they or any of
them may be a party by reason of any action taken or failure
to act under or in connection with the Plan or any option
granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by
independent legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in any action, suit, or
proceeding, except in relation to matters as to which it
shall be adjudged in such action, suit, or proceeding that
such member is liable for negligence or misconduct in the
performance of his duties.  The indemnification provided for
in this Section shall be available only if, within sixty (60)
days after institution of any such action, suit, or
proceeding, the member of the Committee seeking
indemnification shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the
same.

CERTIFICATE OF SECRETARY

     The undersigned, being the Corporate Secretary of the
Company, does hereby certify that (a) the foregoing Plan was
adopted by the Board of Directors of the Company at a duly
called and held meeting of the Board of Directors on January
29, 1992, and that the Plan was approved by the shareholders
of the Company at a duly called and held meeting of the
shareholders on April 28, 1992, (b) the Amended and Restated
Plan effective as of November 22, 1994, was adopted by the
Board of Directors of the Company at a duly called and held
meeting of the Board of Directors on November 22, 1996 and
(c) the Amended and Restated Plan effective as of February
27, 1996, was adopted by the Board of Directors of the
Company at a duly called and held meeting of the Board of
Directors on February 27, 1996, and was approved by the
shareholders of the Company at a duly called and held meeting
of shareholders on April 23, 1996.



Dated: May 22, 1996       /s/ Jay D. Smith
                          Jay D. Smith, Esq.,
                          Corporate Secretary


FORMS OF RESTRICTED STOCK OPTION AGREEMENTS
(Nonstatutory Stock Option)
Exhibit 4.1.1

SANTA BARBARA BANCORP

RESTRICTED STOCK OPTION AGREEMENT

(Nonstatutory Stock Option)


     THIS AGREEMENT ("Agreement") is entered into this
day of
                     , 19     , between SANTA BARBARA BANCORP
("the Company") and                    , ("Employee").

RECITALS

     WHEREAS, the Company has duly adopted a Restricted Stock
Option Plan, (the "Plan"), which was adopted by the Board of
Directors of the Company on January 29, 1992, and approved by
the shareholders of the Company on April 28, 1992; and

     WHEREAS, the Plan provides for the issuance of non
statutory stock options (options which do not qualify as
Incentive Stock Options, as defined in Section 422 of the
Internal Revenue Code); and

     WHEREAS, Employee has been designated by the Committee
which administers the Plan as the recipient of a Nonstatutory
Stock Option (the "Option") under the Plan.

AGREEMENT

     NOW, THEREFORE:

1.     GRANT

     The Company hereby grants to Employee the option to
purchase an aggregate of            shares of the Company's
Common Stock at a price of $         per share, (which price
the Company has determined to be 100% of the fair market
value of the shares at the time of grant).

2.     OPTION PERIOD

     The period during which the option granted hereby may be
exercised (hereinafter called the "Option Period") shall
commence after the expiration of six (6) months following the
date hereof and shall terminate five (5) years from the date
hereof, subject to the provisions governing earlier
termination in Section 5, below.

3.     EXERCISE

     3.1  Vesting.  The Option shall "vest" and become
exercisable in accordance with the provisions of Section 1 of
Exhibit A attached hereto.

     3.2  Option Exercise Price.  The option price must be
paid (a) in cash or check or (b) by the tender of other
Shares of Common Stock owned by the Employee, having a fair
market value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said option is
intended to be exercised, or (c) any combination of such
methods of payment.

     3.3  Stock-for-Stock Exercises.  In the event that the
option price is paid, whether in whole or in part, through
the tender of shares of Common Stock of the Company already
owned by the Employee, then this Option must be exercised for
a minimum of at least 100 shares, or the total number of
shares remaining subject to the Option, if less than 100
shares.

     3.4  Periodic Exercise.  The Option may be exercised by
Employee with respect to some or all of the shares of Common
Stock and other securities covered by the Option at any time
and from time to time on or after the date on which the
Option becomes exercisable with respect to such shares;
provided that the Option may not be exercised at any one time
with respect to less that one hundred (100) shares of Common
Stock unless the number of shares with respect to which the
Option is exercised is the total number of shares with
respect to which the Option is exercisable at that time.

4.     RESTRICTION ON TRANSFER OF STOCK ISSUED

     Any and all shares of Common Stock and other securities,
if any, issued pursuant to this Agreement shall be subject to
the restrictions on transfer, if any, set forth in Section 2
of Exhibit A attached hereto.  Any restriction on transfer
set forth in Exhibit A attached hereto shall not apply to
Employee's transfer of shares of Common Stock to the Company
in payment of all or any portion of the exercise price
payable on exercise of this Option.  Appropriate legends
shall be placed on any certificates evidencing any shares of
Common Stock or other securities issued upon exercise of this
Option, and appropriate stop transfer instructions shall be
given to the Company's transfer agent.

5.     EXPIRATION

     This Option shall expire upon the occurrence of the
following events:

     5.1      Thirty (30) days following termination of
employment, other than as a result of the Employee's
retirement, death or disability;

     5.2      Immediately upon retirement of Employee in
accordance with the Company's retirement policy; provided,
however, that Employee may within three (3) months after the
date of retirement (but in no event beyond the period of time
for which the options evidenced by this Agreement are
granted) exercise the option as to those shares with respect
to which installments, if any, had accrued and were
exercisable as of the date on which Employee retired; and

     5.3      Twelve (12) months after the death or permanent
disability (as defined in the Company's Incentive and
Investment Profit Sharing Plan and Trust) of Employee while
in the employ of the Company (but in no event beyond the
period of time for which the options evidenced by this
Agreement are granted).  During such twelve-month period,
Employee (or his personal representative) or the persons to
whom the Employee's rights under this Agreement shall have
passed by will or by the applicable laws of descent and
distribution, shall have the right to exercise the Option
evidenced by this Agreement to the extent that installments,
if any, had accrued and were exercisable as of the date of
Employee's death or disability.

6.      TAX WITHHOLDING

     To the extent that the exercise of any Option granted
hereunder gives rise to an obligation on the part of the
Company to withhold from amounts otherwise to be paid to the
Employee, the Company shall do so on such terms and in
accordance with such procedures as may be required under
applicable law. At the election of the Employee, withholding
may be made in shares of the Common Stock of the Company
which would otherwise be issued as a result of the exercise;
provided, however, that such an election must be an
irrevocable election which is made at last six (6) months
prior to the exercise of the Option, in accordance with
regulations and interpretations of the Securities and
Exchange Commission.  If withholding is made in shares of the
Company's stock, the Company shall grant a Reload Option(s),
in accordance with the terms and conditions specified in the
Plan, for the number of shares so withheld.

7.     NO LIMIT ON GRANT

     The options evidenced by this Agreement are nonstatutory
or non-qualified stock options and not incentive stock
options as defined in Section 422 of the Internal Revenue
Code.  As nonstatutory stock options issued pursuant to the
Plan, they are not subject to any limitations as to the
aggregate fair market value of the stock subject to such
options and, specifically, shall not be subject to the
$100,000 limitation specified in Internal Revenue Code
Section 422(b)(7).

8.     RECAPITALIZATION OF COMPANY

     Except as otherwise provided herein, appropriate and
proportionate adjustments shall be made in the number and
class of shares subject to the Option, and the exercise price
of the Option, in the event of a stock dividend (but only on
Common Stock), stock-split, reverse stock-split,
recapitalization, reorganization or like change in the
capital structure of the Company.  To the extent that the
foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Committee, the
determination of which in that respect shall be final,
binding, and conclusive.

9.     REORGANIZATION OR LIQUIDATION OF THE COMPANY

     In the event of (a) a liquidation of the Company, or (b)
a merger, reorganization, or consolidation of the Company
with any other corporation in which the Company is not the
surviving corporation or the Company becomes a wholly-owned
subsidiary of another corporation, or (c) any sale of all or
substantially all of the Company's assets, any unexercised
portion of this Option shall be deemed cancelled unless the
surviving corporation in any such merger, reorganization or
consolidation or the acquiring corporation in any such sale
elects to assume the Option or to issue substitute options in
place thereof; provided, however, that if the unexercised
portion of this Option would be cancelled in accordance with
the foregoing, Employee shall have the right, exercisable
during a 10-day period ending on the fifth day prior to the
effective date of such liquidation, merger, reorganization,
consolidation or sale, to exercise the Option in whole or in
part without regard to any installment exercise provisions in
this Agreement.  The Company shall give Employee at least
thirty (30) days prior written notice of the anticipated
effective date of any such liquidation, merger,
reorganization, consolidation or sale.  Notwithstanding
anything in the Plan or this Agreement to the contrary, (i)
any exercise of the Option effected during the foregoing 10-
day period shall be deemed to be effective immediately prior
to the closing of such liquidation, merger, reorganization,
consolidation or sale and (ii), if the Company abandons or
otherwise fails to close any such liquidation, merger,
reorganization, consolidation or sale, then (A) any exercise
during the foregoing 10-day period shall cease to be
effective ab initio and (B) the unexercised portion of the
Option shall be exercisable as otherwise determined under
this Agreement and without consideration of this Section.

10.     SECURITIES COMPLIANCE

     Should the Company at any time determine that the
listing, registration, qualification, or exemption of the
shares covered by this Option is required on any securities
exchange or under any state or federal law, or should the
Company determine that the notification, consent, or approval
of any governmental regulatory authority is necessary or
desirable as a condition to the exercise of this Option, then
this Option may not be exercised, in whole or in part, unless
and until such listing, registration, qualification,
notification, consent, or approval shall have been effected,
obtained, or given, free of any conditions not acceptable to
the Company.

11.     METHOD OF EXERCISE

     The Option granted pursuant to this Agreement shall be
exercised by delivery to a designated representative of the
Committee administering the Plan, a written notice specifying
(a) the number of shares which Employee (or his personal
representative) then desires to purchase, (b) the name or
names in which Employee desires to have the shares issued,
and (c) that the options being exercised are nonstatutory
options granted pursuant to this Agreement.  Employee may
designate in the notice of exercise that some or all of the
shares to be issued upon such exercise shall be issued in the
name of Employee's spouse, the trustee of a revocable trust
in which Employee and his or her spouse are the sole primary
beneficiaries, Employee's prior spouse, or any combination of
the foregoing.  Notwithstanding anything in this Agreement to
the contrary, Employee may not designate in the notice of
exercise that any of the shares shall be issued to Employee's
ex-spouse unless such issuance is to be made incident to
Employee's divorce within the meaning of Section 1041 of the
Code.
Said notice shall be accompanied by full payment of the
aggregate purchase price for the shares being acquired.  The
Company shall, as soon as practicable thereafter, issue and
deliver to Employee, the necessary certificate or
certificates evidencing the number of shares purchased
(excluding any fractional shares) in the name of Employee
and/or such other person(s) as Employee has properly
designated in the notice of exercise.  The Company shall have
no obligation to deal directly with, and shall have no
liability to, any person other than Employee, or Employee's
personal representative if Employee has died or become
permanently disabled prior to the delivery of the shares.
Employee shall indemnify and hold harmless the Company, and
each of its officers, directors, employees and agents, from
and against any and all claims made by any person other than
Employee, or Employee's personal representative, who is
designated in the notice of exercise.  The Company shall pay
all expenses, taxes and other charges payable in connection
with the preparation, issue and delivery of the foregoing
stock certificates, except that, in case such stock
certificates shall be registered in a name or names other
than the name of Employee, funds sufficient to pay all stock
transfer taxes which shall be payable upon the issuance of
such stock certificates shall be paid by Employee at the time
of the delivery of the notice of exercise.

12.     NON-TRANSFERABILITY

     Options granted pursuant to this Agreement are not
transferable by Employee other than by will or by the laws of
descent and distribution.  Said options are exercisable
during Employee's lifetime only by Employee (or Employee's
legal representative).  Any attempt by Employee to assign or
transfer the options granted herein other than as provided in
this Section shall be null and void.  If Employee designates
in the written notice of exercise any person other than
Employee, or Employee's personal representative, to whom
stock certificates should be issued upon such exercise, the
Company may require, as a condition to such exercise, that
Employee and the other persons designated in the notice of
exercise represent and warrant to the Company that Employee
has neither transferred or assigned, nor attempted to
transfer or assign, all or any portion of this Option prior
to Employee's delivery of the notice of exercise, payment of
the exercise price, and performance of the other conditions
required to be performed by Employee in connection with such
exercise of this Option and that such other persons are
either Employee's spouse, the trustee of a revocable trust in
which Employee and his or her spouse are the sole primary
beneficiaries, or Employee's ex-spouse and the issuance to
such person is being made incident to Employee's divorce.

13.      NO SHAREHOLDER RIGHTS

     Employee shall not be deemed to be a shareholder of the
Company with respect to the shares covered by the options
granted herein unless and until such shares shall have been
issued to Employee upon exercise of said options and the
exercise price therefor has been paid for in full.

14.     INTERPRETATION

     This Agreement is subject to all of the terms and
conditions of the Plan, and in the event of any conflict
between any of the provisions of this Agreement and any of
the provisions of the Plan, the applicable provisions of the
Plan shall control.  The Committee administering the Plan
shall have full power to interpret the provisions of this
Agreement and of the Plan and to decide any dispute which may
arise hereunder or thereunder.  Said Committee's action shall
be final and conclusive upon all persons affected thereby.
All references in this Plan to Employee shall mean and
include Employee's personal representative if Employee has
died or become permanently disabled prior to the time in
question.

15.     AMENDMENT

     The Board of Directors of the Company shall have such
power to amend or terminate the Plan as is specified in the
Plan.  Such amendment or termination shall not, however,
affect any options then outstanding hereunder.

16.     SUCCESSORS

     This Agreement shall be binding upon the heirs,
executors, administrators and successors of the parties
hereto.

17.     SUBSIDIARIES

     The term "Company" as used herein shall include Santa
Barbara Bancorp and any of its subsidiaries.

18.     TAX MATTERS

     Employee understands that the grant and exercise of the
Option under this Agreement will have tax and legal
consequences to Employee and that the Company is not making
any representation to Employee and is not advising Employee
as to the tax or other legal consequences of the grant or
exercise of this Option or of any other action taken or to be
taken by Employee under this Agreement or with respect to the
Option.  Employee shall be solely responsible for determining
such tax and legal consequences to Employee and for obtaining
such advice as Employee deems appropriate.

EMPLOYEE ACKNOWLEDGES THAT IT IS EMPLOYEE'S SOLE
RESPONSIBILITY TO EVALUATE AND DETERMINE THE TAX AND LEGAL
CONSEQUENCES TO EMPLOYEE OF THIS AGREEMENT AND EMPLOYEE'S
EXERCISE OF THE OPTION AND ACQUISITION OF THE SHARES AND THAT
THE COMPANY HAS NOT ADVISED, AND HAS NO OBLIGATION TO ADVISE,
EMPLOYEE WITH RESPECT TO ANY SUCH TAX AND LEGAL CONSEQUENCES,
EVEN IF EMPLOYEE REQUESTS THE COMPANY TO DO SO.

19.     SPOUSAL CONSENT

     If Employee is married or otherwise deemed to have a
spouse for purposes of California law, Employee shall have
his or her spouse execute the form of Spousal Consent
attached to this Agreement, as such form may be amended or
revised by the Company from time to time, contemporaneously
with the execution of this Agreement and on each exercise of
the Option by Employee.  Notwithstanding anything in this
Agreement to the contrary, if Employee is married or
otherwise deemed to have a spouse for purposes of California
law, (a) this Agreement and the Option shall not be effective
for any purpose until Employee delivers to the Company a duly
executed Spousal Consent form and (b) the exercise of the
Option shall not be effective and the Company shall not be
obligated to issue to Employee any shares covered by the
Option until Employee delivers to the Company a duly executed
Spousal Consent form.

20.     ENTIRE AGREEMENT

     This Agreement and the Plan collectively contain the
entire understanding between the parties with respect to the
subject matter hereof, and supersede any and all prior
written or oral agreements between the parties with respect
to the subject matter hereof.  There are no representations,
agreements, arrangements, or understandings, either written
or oral, between or among the parties with respect to the
subject matter hereof which are not set forth in this
Agreement.

21.     GOVERNING LAW

     This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California
applicable to contracts made and to be fully performed in the
State of California.

22.     NOTICES

     Any notice given pursuant to this Agreement shall be in
writing and shall be given by personal service or by United
States certified mail, return receipt requested, postage
prepaid to the addresses appearing on the signature page of
this Agreement or such other address as may be given by
either party for purposes of this Agreement.  Notice given by
personal service shall be deemed effective on the date it is
delivered to the addressee, and notice mailed shall be deemed
effective on the third day following its placement in the
mail addressed to the addressee.  Either party may change its
address for notice purposes by giving the other party notice
of such change in accordance with this Section.
Notwithstanding anything herein to the contrary, any notice
that consists solely of notice of the change of address of
any party may be given by regular mail.

23.     INCORPORATION OF EXHIBITS

     Each and all of the Exhibits to this Agreement are, by
this reference, incorporated herein to the same extent as if
they were set forth in full herein.

     IN WITNESS WHEREOF, the parties have entered into this
Restricted Stock Option Agreement as of the date first above
written.

"COMPANY":

SANTA BARBARA BANCORP


By:

Its:


1021 Anacapa Street
Santa Barbara, CA 93102
Attn:


"EMPLOYEE":



Signature of Employee


Name of Employee


Address of Employee

Exhibit A

Vesting; Restrictions on Transfer


     Set forth below are the terms on which the Option shall
vest and the restrictions on transfer, if any, that are
applicable to the shares of Common Stock and other securities
issued upon exercise of this Option.  The provisions that are
applicable to this Option are those that are initialed by the
Company and Employee.  In the event that either (a) the
Company and Employee do not initial a subsection under either
Section 1 or Section 2 of this Exhibit or (b) the Company and
Employee initial more than one subsection in either Section 1
or Section 2, then Section 1.1 and Section 2.1 shall apply
for all purposes under this Agreement.

1.     Vesting

     1.1     Five-Year Vesting.  The Option shall "vest" and
become exercisable in equal annual installments over a period
of five (5) years.  Specifically, Employee shall become
entitled to purchase an additional 20% of the total number of
option shares specified in Section 1 of the Agreement (on a
cumulative basis) during each one-year period following the
date of the Agreement.  Thus, during the first year following
the date of the Agreement, Employee shall be entitled to
exercise this Option to purchase 20% of the total number of
option shares; 40% during the second year; 60% during the
third year; 80% during the fourth year; and 100% during the
fifth year.



          Company initial          Employee initial

     1.2     Other Vesting.  The Option shall "vest" and
become exercisable in equal                 installments over
a period of             (    ) years.



          Company initial          Employee initial

2.     Restriction on Transfer.

     2.1     Five-Year Restriction.  None of the shares of
Common Stock and other securities issued upon exercise of the
Option may be sold, exchanged, transferred, pledged,
hypothecated or otherwise disposed of, without the prior
written approval of the Committee, for a period of five (5)
years following the date this Agreement and two (2) years
following the date of exercise of the Option as to those
shares of Common Stock and/or other securities issued upon
such exercise, whichever is later.  The foregoing restriction
on transfer shall not apply to Employee's transfer of shares
of Common Stock to the Company in payment of all or any
portion of the exercise price payable on exercise of this
Option, or to Employee's election to satisfy his tax
withholding obligation, if any, with respect to any exercise
of this Option through shares which otherwise would be issued
as a result of the exercise.  Appropriate legends shall be
placed on any certificates evidencing any shares issued upon
exercise of this Option, and appropriate stop transfer
instructions shall be given to the Company's transfer agent.



          Company initial     Employee initial

     2.2     Other Restriction.  None of the shares of Common
Stock and other securities issued upon exercise of the Option
may be sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of, without the prior written approval of
the Committee, for a period of             (   ) years
following the date this Agreement and
                 (    ) years following the date of exercise
of the Option as to those shares of Common Stock and/or other
securities issued upon such exercise, whichever is later.
The foregoing restriction on transfer shall not apply to
Employee's transfer of shares of Common Stock to the Company
in payment of all or any portion of the exercise price
payable on exercise of this Option, or to Employee's election
to satisfy his tax withholding obligation, if any, with
respect to any exercise of this Option through shares which
otherwise would be issued as a result of the exercise.
Appropriate legends shall be placed on any certificates
evidencing any shares issued upon exercise of this Option,
and appropriate stop transfer instructions shall be given to
the Company's transfer agent.



          Company initial     Employee initial

     2.3     No Restriction.  The shares of Common Stock and
other securities issued upon exercise of the Option may be
sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of at any time without the prior written
approval of the Committee.


          Company initial     Employee initial


CONSENT OF SPOUSE

     I acknowledge that I have read the foregoing Restricted
Stock Option Agreement (the "Agreement") and that I know its
contents. I am aware that by its provisions my spouse agrees
to not sell the Shares that may be issued upon exercise of
the Option, including my community interest, if any, in them,
during certain periods specified in the Agreement.  I hereby
approve of the provisions of the Agreement, agree that such
Shares and my community property interest in them, if any,
are subject to the provisions of the Agreement and that I
will take no action at any time to hinder operation of the
Agreement or to attempt the sale or transfer of any of the
Shares, including my community property interest in them, if
any, other than pursuant to the terms of the Agreement.



     Date                               spouse of
 .

FORMS OF RESTRICTED STOCK OPTION AGREEMENTS
(Nonstatutory Stock Option)
Exhibit 4.1.2

SANTA BARBARA BANCORP

RESTRICTED STOCK OPTION AGREEMENT

(Nonstatutory Stock Option)


     THIS AGREEMENT ("Agreement") is entered into this
day of                      , 19     , between SANTA BARBARA
BANCORP ("the Company") and                    ("Employee").

RECITALS

     WHEREAS, the Company has duly adopted a Restricted Stock
Option Plan, (the "Plan"), which was adopted by the Board of
Directors of the Company on January 29, 1992, and approved by
the shareholders of the Company on April 28, 1992; and

     WHEREAS, the Plan provides for the issuance of non-
statutory stock options (options which do not qualify as
Incentive Stock Options, as defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code")); and

     WHEREAS, Employee has been designated by the Committee
which administers the Plan as the recipient of a Nonstatutory
Stock Option (the "Option") under the Plan.

AGREEMENT

     NOW, THEREFORE:

1.     GRANT

     The Company hereby grants to Employee the option to
purchase an aggregate of            shares of the Company's
Common Stock at a price of $         per share, (which price
the Company has determined to be 100% of the fair market
value of the shares at the time of grant).

2.     OPTION PERIOD

     The period during which the option granted hereby may be
exercised (hereinafter called the "Option Period") shall
commence after the expiration of six (6) months following the
date hereof and shall terminate ten (10) years from the date
hereof, subject to the provisions governing earlier
termination in Section 5, below.

3.     EXERCISE

     3.1  Vesting.  The Option shall "vest" and become
exercisable in accordance with the provisions of Section 1 of
Exhibit A attached hereto.

     3.2  Option Exercise Price.  The option price must be
paid (a) in cash or check or (b) by the tender of other
Shares of Common Stock owned by the Employee, having a fair
market value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said option is
intended to be exercised, or (c) any combination of such
methods of payment.

     3.3  Stock-for-Stock Exercises.  In the event that the
option price is paid, whether in whole or in part, through
the tender of shares of Common Stock of the Company already
owned by the Employee, then this Option must be exercised for
a minimum of at least 100 shares, or the total number of
shares remaining subject to the Option, if less than 100
shares.

     3.4  Periodic Exercise.  The Option may be exercised by
Employee with respect to some or all of the shares of Common
Stock and other securities covered by the Option at any time
and from time to time on or after the date on which the
Option becomes exercisable with respect to such shares;
provided that the Option may not be exercised at any one time
with respect to less that one hundred (100) shares of Common
Stock unless the number of shares with respect to which the
Option is exercised is the total number of shares with
respect to which the Option is exercisable at that time.

4.     RESTRICTION ON TRANSFER OF STOCK ISSUED

     Any and all shares of stock and other securities, if
any, issued pursuant to this Agreement shall be subject to
the restrictions on transfer, if any, set forth in Section 2
of Exhibit A attached hereto.  Any restriction on transfer
set forth in Exhibit A attached hereto shall not apply to
Employee's transfer of shares of Common Stock to the Company
in payment of all or any portion of the exercise price
payable on exercise of this Option.  Appropriate legends
shall be placed on any certificates evidencing any shares of
Common Stock or other securities issued upon exercise of this
Option, and appropriate stop transfer instructions shall be
given to the Company's transfer agent.

5.     EXPIRATION

     This Option shall expire upon the occurrence of the
following events:

     5.1      Thirty (30) days following termination of
employment, other than as a result of the Employee's
retirement, death or disability;

     5.2      Immediately upon retirement of Employee in
accordance with the Company's retirement policy; provided,
however, that Employee may within three (3) months after the
date of retirement (but in no event beyond the period of time
for which the options evidenced by this Agreement are
granted) exercise the option as to those shares with respect
to which installments, if any, had accrued and were
exercisable as of the date on which Employee retired; and

     5.3      Twelve (12) months after the death or permanent
disability (as defined in the Company's Incentive and
Investment Profit Sharing Plan and Trust) of Employee while
in the employ of the Company (but in no event beyond the
period of time for which the options evidenced by this
Agreement are granted).  During such twelve-month period,
Employee (or his personal representative) or the persons to
whom the Employee's rights under this Agreement shall have
passed by will or by the applicable laws of descent and
distribution, shall have the right to exercise the Option
evidenced by this Agreement to the extent that installments,
if any, had accrued and were exercisable as of the date of
Employee's death or disability.

6.      TAX WITHHOLDING

     To the extent that the exercise of any Option granted
hereunder gives rise to an obligation on the part of the
Company to withhold from amounts otherwise to be paid to the
Employee, the Company shall do so on such terms and in
accordance with such procedures as may be required under
applicable law. At the election of the Employee, withholding
may be made in shares of the Common Stock of the Company
which would otherwise be issued as a result of the exercise;
provided, however, that such an election must be an
irrevocable election which is made at last six (6) months
prior to the exercise of the Option, in accordance with
regulations and interpretations of the Securities and
Exchange Commission.  If withholding is made in shares of the
Company's stock, the Company shall grant a Reload Option(s),
in accordance with the terms and conditions specified in the
Plan, for the number of shares so withheld.

7.     NO LIMIT ON GRANT

     The options evidenced by this Agreement are nonstatutory
or non-qualified stock options and not incentive stock
options as defined in Section 422 of the Internal Revenue
Code.  As nonstatutory stock options issued pursuant to the
Plan, they are not subject to any limitations as to the
aggregate fair market value of the stock subject to such
options and, specifically, shall not be subject to the
$100,000 limitation specified in Internal Revenue Code
Section 422(b)(7).

8.     RECAPITALIZATION OF COMPANY

     Except as otherwise provided herein, appropriate and
proportionate adjustments shall be made in the number and
class of shares subject to the Option, and the exercise price
of the Option, in the event of a stock dividend (but only on
Common Stock), stock-split, reverse stock-split,
recapitalization, reorganization or like change in the
capital structure of the Company.  To the extent that the
foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Committee, the
determination of which in that respect shall be final,
binding, and conclusive.

9.     REORGANIZATION OR LIQUIDATION OF THE COMPANY

     In the event of (a) a liquidation of the Company, or (b)
a merger, reorganization, or consolidation of the Company
with any other corporation in which the Company is not the
surviving corporation or the Company becomes a wholly-owned
subsidiary of another corporation, or (c) any sale of all or
substantially all of the Company's assets, any unexercised
portion of this Option shall be deemed cancelled unless the
surviving corporation in any such merger, reorganization or
consolidation or the acquiring corporation in any such sale
elects to assume the Option or to issue substitute options in
place thereof; provided, however, that if the unexercised
portion of this Option would be cancelled in accordance with
the foregoing, Employee shall have the right, exercisable
during a 10-day period ending on the fifth day prior to the
effective date of such liquidation, merger, reorganization,
consolidation or sale, to exercise the Option in whole or in
part without regard to any installment exercise provisions in
this Agreement.  The Company shall give Employee at least
thirty (30) days prior written notice of the anticipated
effective date of any such liquidation, merger,
reorganization, consolidation or sale.  Notwithstanding
anything in the Plan or this Agreement to the contrary, (i)
any exercise of the Option effected during the foregoing 10-
day period shall be deemed to be effective immediately prior
to the closing of such liquidation, merger, reorganization,
consolidation or sale and (ii), if the Company abandons or
otherwise fails to close any such liquidation, merger,
reorganization, consolidation or sale, then (A) any exercise
during the foregoing 10-day period shall cease to be
effective ab initio and (B) the unexercised portion of the
Option shall be exercisable as otherwise determined under
this Agreement and without consideration of this Section.

10.     SECURITIES COMPLIANCE

     Should the Company at any time determine that the
listing, registration, qualification, or exemption of the
shares covered by this Option is required on any securities
exchange or under any state or federal law, or should the
Company determine that the notification, consent, or approval
of any governmental regulatory authority is necessary or
desirable as a condition to the exercise of this Option, then
this Option may not be exercised, in whole or in part, unless
and until such listing, registration, qualification,
notification, consent, or approval shall have been effected,
obtained, or given, free of any conditions not acceptable to
the Company.

11.     METHOD OF EXERCISE

     The Option granted pursuant to this Agreement shall be
exercised by delivery to a designated representative of the
Committee administering the Plan, a written notice specifying
(a) the number of shares which Employee (or his personal
representative) then desires to purchase, (b) the name or
names in which Employee desires to have the shares issued,
and (c) that the options being exercised are nonstatutory
options granted pursuant to this Agreement.  Employee may
designate in the notice of exercise that some or all of the
shares to be issued upon such exercise shall be issued in the
name of Employee's spouse, the trustee of a revocable trust
in which Employee and his or her spouse are the sole primary
beneficiaries, Employee's prior spouse, or any combination of
the foregoing.  Notwithstanding anything in this Agreement to
the contrary, Employee may not designate in the notice of
exercise that any of the shares shall be issued to Employee's
ex-spouse unless such issuance is to be made incident to
Employee's divorce within the meaning of Section 1041 of the
Code. Said notice shall be accompanied by full payment of the
aggregate purchase price for the shares being acquired.  The
Company shall, as soon as practicable thereafter, issue and
deliver to Employee the necessary certificate or certificates
evidencing the number of shares purchased (excluding any
fractional shares) in the name of Employee, and/or such other
person(s) as Employee has properly designated in the notice
of exercise.  The Company shall have no obligation to deal
directly with, and shall have no liability to, any person
other than Employee, or Employee's personal representative if
Employee has died or become permanently disabled prior to the
delivery of the shares.  Employee shall indemnify and hold
harmless the Company, and each of its officers, directors,
employees and agents, from and against any and all claims
made by any person other than Employee, or Employee's
personal representative, who is designated in the notice of
exercise.  The Company shall pay all expenses, taxes and
other charges payable in connection with the preparation,
issue and delivery of the foregoing stock certificates,
except that, in case such stock certificates shall be
registered in a name or names other than the name of
Employee, funds sufficient to pay all stock transfer taxes
which shall be payable upon the issuance of such stock
certificates shall be paid by Employee at the time of the
delivery of the notice of exercise.

12.     NON-TRANSFERABILITY

     Options granted pursuant to this Agreement are not
transferable by Employee other than by will or by the laws of
descent and distribution.  Said options are exercisable
during Employee's lifetime only by Employee (or Employee's
legal representative).  Any attempt by Employee to assign or
transfer the options granted herein other than as provided in
this Section shall be null and void.  If Employee designates
in the written notice of exercise any person other than
Employee, or Employee's personal representative, to whom
stock certificates should be issued upon such exercise, the
Company may require, as a condition to such exercise, that
Employee and the other persons designated in the notice of
exercise represent and warrant to the Company that Employee
has neither transferred or assigned, nor attempted to
transfer or assign, all or any portion of this Option prior
to Employee's delivery of the notice of exercise, payment of
the exercise price, and performance of the other conditions
required to be performed by Employee in connection with such
exercise of this Option and that such other persons are
either Employee's spouse, the trustee of a revocable trust in
which Employee and his or her spouse are the sole primary
beneficiaries, or Employee's ex-spouse and the issuance to
such person is being made incident to Employee's divorce.

13.      NO SHAREHOLDER RIGHTS

     Employee shall not be deemed to be a shareholder of the
Company with respect to the shares covered by the options
granted herein unless and until such shares shall have been
issued to Employee upon exercise of said options and the
exercise price therefore has been paid for in full.

14.     INTERPRETATION

     This Agreement is subject to all of the terms and
conditions of the Plan, and in the event of any conflict
between any of the provisions of this Agreement and any of
the provisions of the Plan, the applicable provisions of the
Plan shall control.  The Committee administering the Plan
shall have full power to interpret the provisions of this
Agreement and of the Plan and to decide any dispute which may
arise hereunder or thereunder.  Said Committee's action shall
be final and conclusive upon all persons affected thereby.
All references in this Plan to Employee shall mean and
include Employee's personal representative if Employee has
died or become permanently disabled prior to the time in
question.

15.     AMENDMENT

     The Board of Directors of the Company shall have such
power to amend or terminate the Plan as is specified in the
Plan.  Such amendment or termination shall not, however,
affect any options then outstanding hereunder.

16.     SUCCESSORS

     This Agreement shall be binding upon the heirs,
executors, administrators and successors of the parties
hereto.

17.     SUBSIDIARIES

     The term "Company" as used herein shall include Santa
Barbara Bancorp and any of its subsidiaries.

18.     TAX MATTERS

     Employee understands that the grant and exercise of the
Option under this Agreement will have tax and legal
consequences to Employee and that the Company is not making
any representation to Employee and is not advising Employee
as to the tax or other legal consequences of the grant or
exercise of this Option or of any other action taken or to be
taken by Employee under this Agreement or with respect to the
Option.  Employee shall be solely responsible for determining
such tax and legal consequences to Employee and for obtaining
such advice as Employee deems appropriate.

EMPLOYEE ACKNOWLEDGES THAT IT IS EMPLOYEE'S SOLE
RESPONSIBILITY TO EVALUATE AND DETERMINE THE TAX AND LEGAL
CONSEQUENCES TO EMPLOYEE OF THIS AGREEMENT AND EMPLOYEE'S
EXERCISE OF THE OPTION AND ACQUISITION OF THE SHARES AND THAT
THE COMPANY HAS NOT ADVISED, AND HAS NO OBLIGATION TO ADVISE,
EMPLOYEE WITH RESPECT TO ANY SUCH TAX AND LEGAL CONSEQUENCES,
EVEN IF EMPLOYEE REQUESTS THE COMPANY TO DO SO.

19.     SPOUSAL CONSENT

     If Employee is married or otherwise deemed to have a
spouse for purposes of California law, Employee shall have
his or her spouse execute the form of Spousal Consent
attached to this Agreement, as such form may be amended or
revised by the Company from time to time, contemporaneously
with the execution of this Agreement and on each exercise of
the Option by Employee.  Notwithstanding anything in this
Agreement to the contrary, if Employee is married or
otherwise deemed to have a spouse for purposes of California
law, (a) this Agreement and the Option shall not be effective
for any purpose until Employee delivers to the Company a duly
executed Spousal Consent form and (b) the exercise of the
Option shall not be effective and the Company shall not be
obligated to issue to Employee any shares covered by the
Option until Employee delivers to the Company a duly executed
Spousal Consent form.

20.     ENTIRE AGREEMENT

     This Agreement and the Plan collectively contain the
entire understanding between the parties with respect to the
subject matter hereof, and supersede any and all prior
written or oral agreements between the parties with respect
to the subject matter hereof.  There are no representations,
agreements, arrangements, or understandings, either written
or oral, between or among the parties with respect to the
subject matter hereof which are not set forth in this
Agreement.

21.     GOVERNING LAW

     This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California
applicable to contracts made and to be fully performed in the
State of California.

22.     NOTICES

     Any notice given pursuant to this Agreement shall be in
writing and shall be given by personal service or by United
States certified mail, return receipt requested, postage
prepaid to the addresses appearing on the signature page of
this Agreement or such other address as may be given by
either party for purposes of this Agreement.  Notice given by
personal service shall be deemed effective on the date it is
delivered to the addressee, and notice mailed shall be deemed
effective on the third day following its placement in the
mail addressed to the addressee.  Either party may change its
address for notice purposes by giving the other party notice
of such change in accordance with this Section.
Notwithstanding anything herein to the contrary, any notice
that consists solely of notice of the change of address of
any party may be given by regular mail.

23.     INCORPORATION OF EXHIBITS

     Each and all of the Exhibits to this Agreement are, by
this reference, incorporated herein to the same extent as if
they were set forth in full herein.

     IN WITNESS WHEREOF, the parties have entered into this
Restricted Stock Option Agreement as of the date first above
written.

"COMPANY":

SANTA BARBARA BANCORP


By:

Its:


1021 Anacapa Street
Santa Barbara, CA 93102
Attn:

"EMPLOYEE":



Signature of Employee


Name of Employee


Address of Employee


Exhibit A

Vesting; Restrictions on Transfer


     Set forth below are the terms on which the Option shall
vest and the restrictions on transfer, if any, that are
applicable to the shares of Common Stock and other securities
issued upon exercise of this Option.  The provisions that are
applicable to this Option are those that are initialed by the
Company and Employee.  In the event that either (a) the
Company and Employee do not initial a subsection under either
Section 1 or Section 2 of this Exhibit or (b) the Company and
Employee initial more than one subsection in either Section 1
or Section 2, then Section 1.1 and Section 2.1 shall apply
for all purposes under this Agreement.

1.     Vesting

     1.1     Five-Year Vesting.  The Option shall "vest" and
become exercisable in equal annual installments over a period
of five (5) years.  Specifically, Employee shall become
entitled to purchase an additional 20% of the total number of
option shares specified in Section 1 of the Agreement (on a
cumulative basis) during each one-year period following the
date of the Agreement.  Thus, during the first year following
the date of the Agreement, Employee shall be entitled to
exercise this Option to purchase 20% of the total number of
option shares; 40% during the second year; 60% during the
third year; 80% during the fourth year; and 100% during the
fifth year.



          Company initial     Employee initial

     1.2     Other Vesting.  The Option shall "vest" and
become exercisable in equal                 installments over
a period of             (    ) years.



          Company initial     Employee initial

2.     Restriction on Transfer.

     2.1     Five-Year Restriction.  None of the shares of
Common Stock and other securities issued upon exercise of the
Option may be sold, exchanged, transferred, pledged,
hypothecated or otherwise disposed of, without the prior
written approval of the Committee, for a period of five (5)
years following the date this Agreement and two (2) years
following the date of exercise of the Option as to those
shares of Common Stock and/or other securities issued upon
such exercise, whichever is later.  The foregoing restriction
on transfer shall not apply to Employee's transfer of shares
of Common Stock to the Company in payment of all or any
portion of the exercise price payable on exercise of this
Option or to Employee's election to satisfy his tax
withholding obligation with respect to any exercise of this
Option through shares which otherwise would be issued as a
result of the exercise.  Appropriate legends shall be placed
on any certificates evidencing any shares issued upon
exercise of this Option, and appropriate stop transfer
instructions shall be given to the Company's transfer agent.



          Company initial     Employee initial

     2.2     Other Restriction.  None of the shares of Common
Stock and other securities issued upon exercise of the Option
may be sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of, without the prior written approval of
the Committee, for a period of             (   ) years
following the date this Agreement and                 (    )
years following the date of exercise of the Option as to
those shares of Common Stock and/or other securities issued
upon such exercise, whichever is later.  The foregoing
restriction on transfer shall not apply to Employee's
transfer of shares of Common Stock to the Company in payment
of all or any portion of the exercise price payable on
exercise of this Option or to Employee's election to satisfy
his tax withholding  obligation with respect to any exercise
of this Option through  shares which otherwise would be
issued as a result of the exercise.  Appropriate legends
shall be placed on any certificates evidencing any shares
issued upon exercise of this Option, and appropriate stop
transfer instructions shall be given to the Company's
transfer agent.



          Company initial     Employee initial

     2.3     No Restriction.  The shares of Common Stock and
other securities issued upon exercise of the Option may be
sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of at any time without the prior written
approval of the Committee.



          Company initial     Employee initial


CONSENT OF SPOUSE


     I acknowledge that I have read the foregoing Restricted
Stock Option Agreement (the "Agreement") and that I know its
contents. I am aware that by its provisions my spouse agrees
to not sell the Shares that may be issued upon exercise of
the Option, including my community interest, if any, in them,
during certain periods specified in the Agreement.  I hereby
approve of the provisions of the Agreement, agree that such
Shares and my community property interest in them, if any,
are subject to the provisions of the Agreement and that I
will take no action at any time to hinder operation of the
Agreement or to attempt the sale or transfer of any of the
Shares, including my community property interest in them, if
any, other than pursuant to the terms of the Agreement.



     Date                                   , spouse of

FORM OF INCENTIVE STOCK OPTION AGREEMENT
Exhibit 4.1.3

SANTA BARBARA BANCORP

RESTRICTED STOCK OPTION AGREEMENT

(Incentive Stock Option)


     THIS AGREEMENT ("Agreement") is entered into this    day
of                  , 19   , between SANTA BARBARA BANCORP (the
"Company") and                            ("Employee").


RECITALS

     WHEREAS, the Company has duly adopted a Stock Option
Plan, (the "Plan"), which was adopted by the Board of
Directors of the Company on January 29, 1992, and approved by
the shareholders of the Company on April 28, 1992; and

     WHEREAS, the Plan provides for the issuance of incentive
stock options, as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"); and

     WHEREAS, Employee has been designated by the Committee
which administers the Plan as the recipient of an incentive
stock option under the Plan.

AGREEMENT

     NOW, THEREFORE:

1.     GRANT

     The Company hereby grants to Employee the option to
purchase an aggregate of             shares of the Company's
Common Stock at a price of $         per share, (which price
the Company has determined to be 100% of the fair market
value at the time of grant).

2.     OPTION PERIOD

     The period during which the option granted hereby may be
exercised (hereinafter called the "Option Period") shall
commence after the expiration of six (6) months following the
date hereof and shall terminate five years from the date
hereof, subject to the provisions governing earlier
termination in paragraph 4, below.

3.     EXERCISE

     3.1  Vesting.  The Option shall "vest" and become
exercisable in accordance with the provisions of Section 1 of
Exhibit A attached hereto.

     3.2  Option Exercise Price.  The option price must be
paid (a) in cash or check or (b) by the tender of other
Shares of Common Stock owned by the Employee, having a fair
market value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said option is
intended to be exercised, or (c)  any combination of such
methods of payment.

     3.3  Stock-for-Stock Exercises.  In the event that the
option price is paid, whether in whole or in part, through
the tender of shares of Common Stock of the Company already
owned by the Employee, then this Option must be exercised for
a minimum of at least 100 shares, or the total number of
shares remaining subject to the Option, if less than 100
shares.

     3.4     Periodic Exercise.  The Option may be exercised
by Employee with respect to some or all of the shares of
Common Stock and other securities covered by the Option at
any time and from time to time on or after the date on which
the Option becomes exercisable with respect to such shares;
provided that the Option may not be exercised at any one time
with respect to less that one hundred (100) shares of Common
Stock unless the number of shares with respect to which the
Option is exercised is the total number of shares with
respect to which the Option is exercisable at that time.

4.     RESTRICTION ON TRANSFER OF STOCK ISSUED

     Any and all shares of Common Stock and other securities,
if any, issued pursuant to this Agreement shall be subject to
the restrictions on transfer, if any, set forth in Section 2
of Exhibit A attached hereto.  Any restriction on transfer
set forth in Exhibit A attached hereto shall not apply to
Employee's transfer of shares of Common Stock to the Company
in payment of all or any portion of the exercise price
payable on exercise of this Option.  Appropriate legends
shall be placed on any certificates evidencing any shares of
Common Stock or other securities issued upon exercise of this
Option, and appropriate stop transfer instructions shall be
given to the Company's transfer agent.

5.     EXPIRATION

     This Option shall expire upon the occurrence of the
following events:

     5.1      Thirty (30) days following termination of
employment, other than as a result of the Employee's
retirement, death or disability;

     5.2      Immediately upon retirement of Employee in
accordance with the Company's retirement policy; provided,
however, that Employee may within three (3) months after the
date of retirement (but in no event beyond the period of time
for which the options evidenced by this Agreement are
granted) exercise the option as to those shares with respect
to which installments, if any, had accrued and were
exercisable as of the date on which Employee retired; and

     5.3      Twelve (12) months after the death or permanent
disability (as defined in the Company's Incentive and
Investment Profit Sharing Plan and Trust) of Employee while
in the employ of the Company (but in no event beyond the
period of time for which the options evidenced by this
Agreement are granted).  During such twelve-month period,
Employee (or his personal representative) or the persons to
whom the Employee's rights under this Agreement shall have
passed by will or by the applicable laws of descent and
distribution, shall have the right to exercise the Option
evidenced by this Agreement to the extent that installments,
if any, had accrued and were exercisable as of the date of
Employee's death or disability.

6.      TAX WITHHOLDING

     To the extent that the exercise of any Option granted
hereunder gives rise to an obligation on the part of the
Company to withhold from amounts otherwise to be paid to the
Employee, the Company shall do so on such terms and in
accordance with such procedures as may be required under
applicable law. At the election of the Employee, withholding
may be made in shares of the Common Stock of the Company
which would otherwise be issued as a result of the exercise;
provided, however, that such an election must be an
irrevocable election which is made at last six (6) months
prior to the exercise of the Option, in accordance with
regulations and interpretations of the Securities and
Exchange Commission.  If withholding is made in shares of the
Company's stock, the Company shall grant a Reload Option(s),
in accordance with the terms and conditions specified in the
Plan, for the number of shares so withheld.

7.     LIMIT ON GRANT

     The aggregate fair market value, as determined by the
Committee, of the shares of Common Stock with respect to
which this Option is exercisable for the first time by
Employee during any calendar year shall not exceed the
difference between (a) One Hundred Thousand Dollars
($100,000) and (b) the sum of the fair market value, as
determined by the Committee, as of the time the options, if
any, were granted, of the shares of Common Stock covered by
this Option and all other incentive stock options granted to
Employee under the Plan and all other incentive stock option
plans of the Company and which are exercisable for the first
time by the Employee during such calendar year. If the
aggregate fair market value of the shares with respect to
which this Option first becomes exercisable in any calendar
year exceeds such $100,000 limitation, the portion of this
Option which is in excess of the $100,000 limitation shall be
treated as a Non-qualified Option pursuant to Section
422(d)(1) of the Code.  This Section is intended to comply
with the provisions of Section 422 of the Code and shall be
interpreted so as to comply with the provisions of such
Section of the Code.  Nothing in this Section shall obligate
the Company, to grant options or any additional options to
Employee under this Plan or any other stock option plan here
or hereafter adopted by the Company.

8.     RECAPITALIZATION OF COMPANY

     Except as otherwise provided herein, appropriate and
proportionate adjustments shall be made in the number and
class of shares subject to the Option, and the exercise price
of the Option, in the event of a stock dividend (but only on
Common Stock), stock-split, reverse stock-split,
recapitalization, reorganization or like change in the
capital structure of the Company.  To the extent that the
foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Committee, the
determination of which in that respect shall be final,
binding, and conclusive; provided that this Option shall not
be adjusted in a manner that causes the Option to fail to
continue to qualify as an incentive stock option within the
meaning of Section 422 of the Code.

9.     REORGANIZATION OR LIQUIDATION OF THE COMPANY

     In the event of (a) a liquidation of the Company, or (b)
a merger, reorganization, or consolidation of the Company
with any other corporation in which the Company is not the
surviving corporation or the Company becomes a wholly-owned
subsidiary of another corporation, or (c) any sale of all or
substantially all of the Company's assets, any unexercised
portion of this Option shall be deemed cancelled unless the
surviving corporation in any such merger, reorganization or
consolidation or the acquiring corporation in any such sale
elects to assume the Option or to issue substitute options in
place thereof; provided, however, that if the unexercised
portion of this Option would be cancelled in accordance with
the foregoing, Employee shall have the right, exercisable
during a 10-day period ending on the fifth day prior to the
effective date of such liquidation, merger, reorganization,
consolidation or sale, to exercise the Option in whole or in
part without regard to any installment exercise provisions in
this Agreement.  If the Option or portion thereof originally
designated as an Incentive Option would cease to qualify as
an incentive stock option under Section 422 of the Code as a
result of the exercise of the Option in accordance with the
preceding sentence,  then the Option or portion thereof shall
be redesignated as a non-qualified stock option.  The Company
shall give Employee at least thirty (30) days prior written
notice of the anticipated effective date of any such
liquidation, merger, reorganization, consolidation or sale.
Notwithstanding anything in the Plan or this Agreement to the
contrary, (i) any exercise of the Option effected during the
foregoing 10-day period shall be deemed to be effective
immediately prior to the closing of such liquidation, merger,
reorganization, consolidation or sale and (ii), if the
Company abandons or otherwise fails to close any such
liquidation, merger, reorganization, consolidation or sale,
then (A) any exercise during the foregoing 10-day period
shall cease to be effective ab initio and (B) the unexercised
portion of the Option shall be exercisable as otherwise
determined under this Agreement and without consideration of
this Section.

10.     SECURITIES COMPLIANCE

     Should the Company at any time determine that the
listing, registration, qualification, or exemption of the
shares covered by this Option is required on any securities
exchange or under any state or federal law, or should the
Company determine that the notification, consent, or approval
of any governmental regulatory authority is necessary or
desirable as a condition to the exercise of this Option, then
this Option may not be exercised, in whole or in part, unless
and until such listing, registration, qualification,
notification, consent, or approval shall have been effected,
obtained, or given, free of any conditions not acceptable to
the Company.

11.     METHOD OF EXERCISE

     The Option granted pursuant to this Agreement shall be
exercised by delivery to a designated representative of the
Committee administering the Plan, a written notice specifying
(a) the number of shares which Employee (or his personal
representative) then desires to purchase, (b) the name or
names in which Employee desires to have the shares issued,
and (c) that the options being exercised are incentive stock
options granted pursuant to this Agreement.  Employee may
designate in the notice of exercise that some or all of the
shares to be issued upon such exercise shall be issued in the
name of Employee's spouse, the trustee of a revocable trust
in which Employee and his or her spouse are the sole primary
beneficiaries, Employee's prior spouse, or any combination of
the foregoing.  Notwithstanding anything in this Agreement to
the contrary, Employee may not designate in the notice of
exercise that any of the shares shall be issued to Employee's
ex-spouse unless such issuance is to be made incident to
Employee's divorce within the meaning of Section 1041 of the
Code.  Said notice shall be accompanied by full payment of
the aggregate purchase price for the shares being acquired.
The Company shall, as soon as practicable thereafter, issue
and deliver to Employee the necessary certificate or
certificates evidencing the number of shares purchased
(excluding any fractional shares) in the name of Employee
and/or such other person(s) as Employee has properly
designated in the notice of exercise.  The Company shall have
no obligation to deal directly with, and shall have no
liability to, any person other than Employee, or Employee's
personal representative if Employee has died or become
permanently disabled prior to the delivery of the shares.
Employee shall indemnify and hold harmless the Company, and
each of its officers, directors, employees and agents, from
and against any and all claims made by any person other than
Employee, or Employee's personal representative, who is
designated in the notice of exercise.  The Company shall pay
all expenses, taxes and other charges payable in connection
with the preparation, issue and delivery of the foregoing
stock certificates, except that, in case such stock
certificates shall be registered in a name or names other
than the name of Employee, funds sufficient to pay all stock
transfer taxes which shall be payable upon the issuance of
such stock certificates shall be paid by Employee at the time
of the delivery of the notice of exercise.

12.     NON-TRANSFERABILITY

     Options granted pursuant to this Agreement are not
transferable by Employee other than by will or by the laws of
descent and distribution.  Said options are exercisable
during Employee's lifetime only by Employee (or Employee's
legal representative).  Any attempt by Employee to assign or
transfer the options granted herein other than as provided in
this paragraph shall be null and void.  If Employee
designates in the written notice of exercise any person other
than Employee, or Employee's personal representative, to whom
stock certificates should be issued upon such exercise, the
Company may require, as a condition to such exercise, that
Employee and the other persons designated in the notice of
exercise represent and warrant to the Company that Employee
has neither transferred or assigned, nor attempted to
transfer or assign, all or any portion of this Option prior
to Employee's delivery of the notice of exercise, payment of
the exercise price, and performance of the other conditions
required to be performed by Employee in connection with such
exercise of this Option and that such other persons are
either Employee's spouse, the trustee of a revocable trust in
which Employee and his or her spouse are the sole primary
beneficiaries, or Employee's ex-spouse and the issuance to
such person is being made incident to Employee's divorce.

13.     NO SHAREHOLDER RIGHTS

     Employee shall not be deemed to be a shareholder of the
Company with respect to the shares covered by the options
granted herein unless and until such shares shall have been
issued to Employee upon exercise of said options and the
exercise price therefor has been paid for in full.

14.     INTERPRETATION

     This Agreement is subject to all of the terms and
conditions of the Plan, and in the event of any conflict
between any of the provisions of this Agreement and any of
the provisions of the Plan, the applicable provisions of the
Plan shall control. The Committee administering the Plan
shall have full power to interpret the provisions of this
Agreement and of the Plan and to decide any dispute which may
arise hereunder or thereunder.  Said Committee's action shall
be final and conclusive upon all persons affected thereby.
All references in this Plan to Employee shall mean and
include Employee's personal representative if Employee has
died or become permanently disabled prior to the time in
question.

15.     AMENDMENT

     The Board of Directors of the Company shall have such
power to amend or terminate the Plan as is specified in the
Plan.  Such amendment or termination shall not, however,
affect any options then outstanding hereunder.

16.     SUCCESSORS

     This Agreement shall be binding upon the heirs,
executors, administrators and successors of the parties
hereto.

17.     SUBSIDIARIES

     The term "Company" as used herein shall include Santa
Barbara Bancorp and any of its subsidiaries.

18.     TAX MATTERS

     Employee understands that the grant and exercise of the
Option under this Agreement will have tax and legal
consequences to Employee and that the Company is not making
any representation to Employee and is not advising Employee
as to the tax or other legal consequences of the grant or
exercise of this Option or of any other action taken or to be
taken by Employee under this Agreement or with respect to the
Option.  Employee shall be solely responsible for determining
such tax and legal consequences to Employee and for obtaining
such advice as Employee deems appropriate.

EMPLOYEE ACKNOWLEDGES THAT IT IS EMPLOYEE'S SOLE
RESPONSIBILITY TO EVALUATE AND DETERMINE THE TAX AND LEGAL
CONSEQUENCES TO EMPLOYEE OF THIS AGREEMENT AND EMPLOYEE'S
EXERCISE OF THE OPTION AND ACQUISITION OF THE SHARES AND THAT
THE COMPANY HAS NOT ADVISED, AND HAS NO OBLIGATION TO ADVISE,
EMPLOYEE WITH RESPECT TO ANY SUCH TAX AND LEGAL CONSEQUENCES,
EVEN IF EMPLOYEE REQUESTS THE COMPANY TO DO SO.

19.     SPOUSAL CONSENT

     If Employee is married or otherwise deemed to have a
spouse for purposes of California law, Employee shall have
his or her spouse execute the form of Spousal Consent
attached to this Agreement, as such form may be amended or
revised by the Company from time to time, contemporaneously
with the execution of this Agreement and on each exercise of
the Option by Employee.  Notwithstanding anything in this
Agreement to the contrary, if Employee is married or
otherwise deemed to have a spouse for purposes of California
law, (a) this Agreement and the Option shall not be effective
for any purpose until Employee delivers to the Company a duly
executed Spousal Consent form and (b) the exercise of the
Option shall not be effective and the Company shall not be
obligated to issue to Employee any shares covered by the
Option until Employee delivers to the Company a duly executed
Spousal Consent form.

20.     ENTIRE AGREEMENT

     This Agreement and the Plan collectively contain the
entire understanding between the parties with respect to the
subject matter hereof, and supersede any and all prior
written or oral agreements between the parties with respect
to the subject matter hereof.  There are no representations,
agreements, arrangements, or understandings, either written
or oral, between or among the parties with respect to the
subject matter hereof which are not set forth in this
Agreement.

21.     GOVERNING LAW

     This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California
applicable to contracts made and to be fully performed in the
State of California.

22.     NOTICES

     Any notice given pursuant to this Agreement shall be in
writing and shall be given by personal service or by United
States certified mail, return receipt requested, postage
prepaid to the addresses appearing on the signature page of
this Agreement or such other address as may be given by
either party for purposes of this Agreement.  Notice given by
personal service shall be deemed effective on the date it is
delivered to the addressee, and notice mailed shall be deemed
effective on the third day following its placement in the
mail addressed to the addressee.  Either party may change its
address for notice purposes by giving the other party notice
of such change in accordance with this Section.
Notwithstanding anything herein to the contrary, any notice
that consists solely of notice of the change of address of
any party may be given by regular mail.

23.     INCORPORATION OF EXHIBITS

     Each and all of the Exhibits to this Agreement are, by
this reference, incorporated herein to the same extent as if
they were set forth in full herein.

     IN WITNESS WHEREOF, the parties have entered into this
Restricted Stock Option Agreement as of the date first above
written.


"COMPANY":

SANTA BARBARA BANCORP


By:

Its:


1021 Anacapa Street
Santa Barbara, CA 93102
Attn:


"EMPLOYEE":



Signature of Employee





Name of Employee


Address of Employee


Vesting; Restrictions on Transfer


     Set forth below are the terms on which the Option shall
vest and the restrictions on transfer, if any, that are
applicable to the shares of Common Stock and other securities
issued upon exercise of this Option.  The provisions that are
applicable to this Option are those that are initialed by the
Company and Employee.  In the event that either (a) the
Company and Employee do not initial a subsection under either
Section 1 or Section 2 of this Exhibit or (b) the Company and
Employee initial more than one subsection in either Section 1
or Section 2, then Section 1.1 and Section 2.1 shall apply
for all purposes under this Agreement.

1.     Vesting

     1.1     Five-Year Vesting.  The Option shall "vest" and
become exercisable in equal annual installments over a period
of five (5) years.  Specifically, Employee shall become
entitled to purchase an additional 20% of the total number of
option shares specified in Section 1 of the Agreement (on a
cumulative basis) during each one-year period following the
date of the Agreement.  Thus, during the first year following
the date of the Agreement, Employee shall be entitled to
exercise this Option to purchase 20% of the total number of
option shares; 40% during the second year; 60% during the
third year; 80% during the fourth year; and 100% during the
fifth year.



          Company initial     Employee initial

     1.2     Other Vesting.  The Option shall "vest" and
become exercisable in equal                 installments over
a period of
             (    ) years.



          Company initial     Employee initial

2.     Restriction on Transfer.

     2.1     Five-Year Restriction.  None of the shares of
Common Stock and other securities issued upon exercise of the
Option may be sold, exchanged, transferred, pledged,
hypothecated or otherwise disposed of, without the prior
written approval of the Committee, for a period of five (5)
years following the date this Agreement and two (2) years
following the date of exercise of the Option as to those
shares of Common Stock and/or other securities issued upon
such exercise, whichever is later.  The foregoing restriction
on transfer shall not apply to Employee's transfer of shares
of Common Stock to the Company in payment of all or any
portion of the exercise price payable on exercise of this
Option, or to Employee's election to satisfy his tax
withholding obligation, if any, with respect to any exercise
of this Option through shares which otherwise would be issued
as a result of the exercise.  Appropriate legends shall be
placed on any certificates evidencing any shares issued upon
exercise of this Option, and appropriate stop transfer
instructions shall be given to the Company's transfer agent.



          Company initial     Employee initial

     2.2     Other Restriction.  None of the shares of Common
Stock and other securities issued upon exercise of the Option
may be sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of, without the prior written approval of
the Committee, for a period of             (   ) years
following the date this Agreement and
                 (    ) years following the date of exercise
of the Option as to those shares of Common Stock and/or other
securities issued upon such exercise, whichever is later.
The foregoing restriction on transfer shall not apply to
Employee's transfer of shares of Common Stock to the Company
in payment of all or any portion of the exercise price
payable on exercise of this Option, or to Employee's election
to satisfy his tax withholding obligation, if any, with
respect to any exercise of this Option through shares which
otherwise would be issued as a result of the exercise.
Appropriate legends shall be placed on any certificates
evidencing any shares issued upon exercise of this Option,
and appropriate stop transfer instructions shall be given to
the Company's transfer agent.



          Company initial     Employee initial

     2.3     No Restriction.  The shares of Common Stock and
other securities issued upon exercise of the Option may be
sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of at any time without the prior written
approval of the Committee.



          Company initial     Employee initial

CONSENT OF SPOUSE


     I acknowledge that I have read the foregoing Restricted
Stock Option Agreement (the "Agreement") and that I know its
contents. I am aware that by its provisions my spouse agrees
to not sell the Shares that may be issued upon exercise of
the Option, including my community interest, if any, in them,
during certain periods specified in the Agreement.  I hereby
approve of the provisions of the Agreement, agree that such
Shares and my community property interest in them, if any,
are subject to the provisions of the Agreement and that I
will take no action at any time to hinder operation of the
Agreement or to attempt the sale or transfer of any of the
Shares, including my community property interest in them, if
any, other than pursuant to the terms of the Agreement.



     Date                                   , spouse of




FORM OF NONSTATUTORY "RELOAD" OPTION
Exhibit 4.1.4

SANTA BARBARA BANCORP

RESTRICTED STOCK OPTION AGREEMENT

(NONSTATUTORY RELOAD OPTION)


     THIS AGREEMENT ("Agreement") is entered into this
day of
                      , 19     , between SANTA BARBARA
BANCORP ("the Company") and                  , ("Employee").

RECITALS

     WHEREAS, the Company has duly adopted a Restricted Stock
Option Plan, (the "Plan"), which was adopted by the Board of
Directors of the Company on January 29, 1992, and approved by
the shareholders of the Company on April 28, 1992; and

     WHEREAS, the Plan provides for the issuance of non
statutory stock options (options which do not qualify as
Incentive Stock Options, as defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"); and

     WHEREAS, Employee has exercised an option previously
granted under the Plan (the "Original Option") through the
tender of shares of the Common Stock of the Company
previously held by the Optionee, and the Optionee is
therefore entitled under the Plan to an award and grant of
this Reload Option;

AGREEMENT

     NOW, THEREFORE:

1.     GRANT

     The Company hereby grants to Employee the option to
purchase an aggregate of            shares of the Company's
Common Stock at a price of $         per share, (which price
the Company has determined to be 100% of the fair market
value of the shares at the time of grant).

2.     OPTION PERIOD

     The period during which the option granted hereby may be
exercised (hereinafter called the "Option Period") shall
commence after the expiration of six (6) months following the
date hereof and, subject to the provisions governing earlier
termination set forth in Section 5, below, shall terminate on
the later of (a) the date of expiration or earlier
termination of the Original Option and (b) five (5) years
following the date hereof (namely,
                 ).

3.     EXERCISE

     3.1  Vesting.  The Option shall "vest" and become
exercisable in accordance with the provision of Section 1 of
Exhibit A attached hereto.

     3.2  Option Exercise Price.  The option price must be
paid (a) in cash or check or (b) by the tender of other
Shares of Common Stock owned by the Employee, having a fair
market value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said option is
intended to be exercised, or (c) any combination of such
methods of payment.

     3.3  Stock-for-Stock Exercises.  In the event that the
option price is paid, whether in whole or in part, through
the tender of shares of Common Stock of the Company already
owned by the Employee, then this Option must be exercised for
a minimum of at least 100 shares, or the total number of
shares remaining subject to the Option, if less than 100
shares.

     3.4  Periodic Exercise.  The Option may be exercised by
Employee with respect to some or all of the shares of Common
Stock and other securities covered by the Option at any time
and from time to time on or after the date on which the
Option becomes exercisable with respect to such shares;
provided that the Option may not be exercised at any one time
with respect to less that one hundred (100) shares of Common
Stock unless the number of shares with respect to which the
Option is exercised is the total number of shares with
respect to which the Option is exercisable at that time.

4.     RESTRICTION ON TRANSFER OF STOCK ISSUED

     Any and all shares of Common Stock and other securities
issued pursuant to this Agreement shall be subject to the
restrictions on transfer set forth in Exhibit A attached
hereto.  Any restriction on transfer set forth in Exhibit A
attached hereto shall not apply to Employee's transfer of
shares of Common Stock to the Company in payment of all or
any portion of the exercise price payable on exercise of this
Option.  Appropriate legends shall be placed on any
certificates evidencing any shares of Common Stock or other
securities issued upon exercise of this Option, and
appropriate stop transfer instructions shall be given to the
Company's transfer agent.

5.     EXPIRATION

     This option shall expire and terminate upon the
occurrence of the following events:

     5.1      Thirty (30) days following termination of
employment, other than as a result of the Employee's
retirement, death or disability;

     5.2      Immediately upon retirement of Employee in
accordance with the Company's retirement policy; provided,
however, that Employee may within three (3) months after the
date of retirement (but in no event beyond the period of time
for which the options evidenced by this Agreement are
granted) exercise the option as to those shares with respect
to which installments, if any, had accrued and were
exercisable as of the date on which Employee retired; and

     5.3      Twelve (12) months after the death or permanent
disability (as defined in the Company's Incentive and
Investment Profit Sharing Plan and Trust) of Employee while
in the employ of the Company (but in no event beyond the
period of time for which the options evidenced by this
Agreement are granted).  During such twelve-month period,
Employee (or his personal representative) or the persons to
whom the Employee's rights under this Agreement shall have
passed by will or by the applicable laws of descent and
distribution, shall have the right to exercise the Option
evidenced by this Agreement to the extent that installments,
if any, had accrued and were exercisable as of the date of
Employee's death or disability.

     5.4      If the shares of Common Stock of the Company
which are issued upon exercise of the Original Option (which
gave rise to the issuance of this Reload Option) are sold
within one (1) year following the exercise of the Original
Option; provided that, for purposes of this Section, Employee
shall not be deemed to have sold any such shares of Common
Stock if Employee transfers such shares of Common Stock to
the Company in payment of all or any portion of the exercise
price of this Option or any other option granted by the
Company to Employee or in satisfaction of any tax withholding
obligation relating to the exercise of this Option or any
other option granted by the Company to Employee.


6.      TAX WITHHOLDING

     To the extent that the exercise of any Option granted
hereunder gives rise to an obligation on the part of the
Company to withhold from amounts otherwise to be paid to the
Employee, the Company shall do so on such terms and in
accordance with such procedures as may be required under
applicable law. At the election of the Employee, withholding
may be made in shares of the Common Stock of the Company
which would otherwise be issued as a result of the exercise;
provided, however, that such an election must be an
irrevocable election which is made at last six (6) months
prior to the exercise of the Option, in accordance with
regulations and interpretations of the Securities and
Exchange Commission.  If withholding is made in shares of the
Company's stock, the Company shall grant a Reload Option(s),
in accordance with the terms and conditions specified in the
Plan, for the number of shares so withheld.

7.     NO LIMIT ON GRANT

     The options evidenced by this Agreement are nonstatutory
or non-qualified stock options and not incentive stock
options as defined in Section 422 of the Internal Revenue
Code.  As nonstatutory stock options issued pursuant to the
Plan, they are not subject to any limitations as to the
aggregate fair market value of the stock subject to such
options and, specifically, shall not be subject to the
$100,000 limitation specified in Internal Revenue Code
Section 422(b)(7).

8.     RECAPITALIZATION OF COMPANY

     Except as otherwise provided herein, appropriate and
proportionate adjustments shall be made in the number and
classof shares subject to the Option, and the exercise price
of the Option, in the event of a stock dividend (but only on
Common Stock), stock-split, reverse stock-split,
recapitalization, reorganization or like change in the
capital structure of the Company.  To the extent that the
foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Committee, the
determination of which in that respect shall be final,
binding, and conclusive.

9.     REORGANIZATION OR LIQUIDATION OF THE COMPANY

     In the event of (a) a liquidation of the Company, or (b)
a merger, reorganization, or consolidation of the Company
with any other corporation in which the Company is not the
surviving corporation or the Company becomes a wholly-owned
subsidiary of another corporation, or (c) any sale of all or
substantially all of the Company's assets, any unexercised
portion of this Option shall be deemed cancelled unless the
surviving corporation in any such merger, reorganization or
consolidation or the acquiring corporation in any such sale
elects to assume the Option or to issue substitute options in
place thereof; provided, however, that if the unexercised
portion of this Option would be cancelled in accordance with
the foregoing, Employee shall have the right, exercisable
during a 10-day period ending on the fifth day prior to the
effective date of such liquidation, merger, reorganization,
consolidation or sale, to exercise the Option in whole or in
part without regard to any installment exercise provisions in
this Agreement.  The Company shall give Employee at least
thirty (30) days prior written notice of the anticipated
effective date of any such liquidation, merger,
reorganization, consolidation or sale.  Notwithstanding
anything in the Plan or this Agreement to the contrary, (i)
any exercise of the Option effected during the foregoing 10-
day period shall be deemed to be effective immediately prior
to the closing of such liquidation, merger, reorganization,
consolidation or sale and (ii), if the Company abandons or
otherwise fails to close any such liquidation, merger,
reorganization, consolidation or sale, then (A) any exercise
during the foregoing 10-day period shall cease to be
effective ab initio and (B) the unexercised portion of the
Option shall be exercisable as otherwise determined under
this Agreement and without consideration of this Section.

10.     SECURITIES COMPLIANCE

     Should the Company at any time determine that the
listing, registration, qualification, or exemption of the
shares covered by this Option is required on any securities
exchange or under any state or federal law, or should the
Company determine that the notification, consent, or approval
of any governmental regulatory authority is necessary or
desirable as a condition to the exercise of this Option, then
this Option may not be exercised, in whole or in part, unless
and until such listing, registration, qualification,
notification, consent, or approval shall have been effected,
obtained, or given, free of any conditions not acceptable to
the Company.

11.     METHOD OF EXERCISE

     The option granted pursuant to this Agreement shall be
exercised by delivery, to a designated representative of the
Committee administering the Plan, of a written notice
specifying (a) the number of shares which Employee (or his
personal representative) then desires to purchase, (b) the
name or names in which Employee desires to have the shares
issued, and (c) that the options being exercised are
nonstatutory options granted pursuant to this Agreement.
Employee may designate in the notice of exercise that some or
all of the shares to be issued upon such exercise shall be
issued in the name of Employee's spouse, the trustee of a
revocable trust in which Employee and his or her spouse are
the sole primary beneficiaries, Employee's prior spouse, or
any combination of the foregoing.  Notwithstanding anything
in this Agreement to the contrary, Employee may not designate
in the notice of exercise that any of the shares shall be
issued to Employee's ex-spouse unless such issuance is to be
made incident to Employee's divorce within the meaning of
Section 1041 of the Code.  Said notice shall be accompanied
by full payment of the aggregate purchase price for the
shares being acquired.  The Company shall, as soon as
practicable thereafter, issue and deliver to Employee, the
necessary certificate or certificates evidencing the number
of shares purchased (excluding any fractional shares) in the
name of Employee and/or such other person(s) as Employee has
properly designated in the notice of exercise.  The Company
shall have no obligation to deal directly with, and shall
have no liability to, any person other than Employee, or
Employee's personal representative if Employee has died or
become permanently disabled prior to the delivery of the
shares.  Employee shall indemnify and hold harmless the
Company, and each of its officers, directors, employees and
agents, from and against any and all claims made by any
person other than Employee, or Employee's personal
representative, who is designated in the notice of exercise
with respect to any matter related to this Option and/or the
delivery of any shares to such person.  The Company shall pay
all expenses, taxes and other charges payable in connection
with the preparation, issue and delivery of the foregoing
stock certificates, except that, in case such stock
certificates shall be registered in a name or names other
than the name of Employee, funds sufficient to pay all stock
transfer taxes which shall be payable upon the issuance of
such stock certificates shall be paid by Employee at the time
of the delivery of the notice of exercise.

12.     NON-TRANSFERABILITY

     Options granted pursuant to this Agreement are not
transferable by Employee other than by will or by the laws of
descent and distribution.  Said options are exercisable
during Employee's lifetime only by Employee (or Employee's
legal representative).  Any attempt by Employee to assign or
transfer the options granted herein other than as provided in
this Section shall be null and void.  If Employee designates
in the written notice of exercise any person other than
Employee, or Employee's personal representative, to whom
stock certificates should be issued upon such exercise, the
Company may require, as a condition to such exercise, that
Employee and the other persons designated in the notice of
exercise represent and warrant to the Company that Employee
has neither transferred or assigned, nor attempted to
transfer or assign, all or any portion of this Option prior
to Employee's delivery of the notice of exercise, payment of
the exercise price, and performance of the other conditions
required to be performed by Employee in connection with such
exercise of this Option and that such other persons are
either Employee's spouse, the trustee of a revocable trust in
which Employee and his or her spouse are the sole primary
beneficiaries, or Employee's ex-spouse and the issuance to
such person is being made incident to Employee's divorce.

13.      NO SHAREHOLDER RIGHTS

     Employee shall not be deemed to be a shareholder of the
Company with respect to the shares covered by the options
granted herein unless and until said shares shall have been
issued to Employee upon exercise of said options and the
exercise price therefor has been paid for in full.

14.     INTERPRETATION

     This Agreement is subject to all of the terms and
conditions of the Plan, and in the event of any conflict
between any of the provisions of this Agreement and any of
the provisions of the Plan, the applicable provisions of the
Plan shall control.  The Committee administering the Plan
shall have full power to interpret the provisions of this
Agreement and of the Plan and to decide any dispute which may
arise hereunder or thereunder.  Said Committee's action shall
be final and conclusive upon all persons affected thereby.
All references in this Agreement to Employee shall mean and
include Employee's personal representative if Employee has
died or become permanently disabled prior to the time in
question.

15.     AMENDMENT

     The Board of Directors of the Company shall have such
power to amend or terminate the Plan as is specified in the
Plan.  Such amendment or termination shall not, however,
affect any options then outstanding hereunder.

16.     SUCCESSORS

     This Agreement shall be binding upon the heirs,
executors, administrators and successors of the parties
hereto.

17.     SUBSIDIARIES

     The term "Company" as used herein shall include Santa
Barbara Bancorp and any of its subsidiaries.

18.     TAX MATTERS

     Employee understands that the grant and exercise of the
Option under this Agreement will have tax and legal
consequences to Employee and that the Company is not making
any representation to Employee and is not advising Employee
as to the tax or other legal consequences of the grant or
exercise of this Option or of any other action taken or to be
taken by Employee under this Agreement or with respect to the
Option.  Employee shall be solely responsible for determining
such tax and legal consequences to Employee and for obtaining
such advice as Employee deems appropriate.

EMPLOYEE ACKNOWLEDGES THAT IT IS EMPLOYEE'S SOLE
RESPONSIBILITY TO EVALUATE AND DETERMINE THE TAX AND LEGAL
CONSEQUENCES TO EMPLOYEE OF THIS AGREEMENT AND EMPLOYEE'S
EXERCISE OF THE OPTION AND ACQUISITION OF THE SHARES AND THAT
THE COMPANY HAS NOT ADVISED, AND HAS NO OBLIGATION TO ADVISE,
EMPLOYEE WITH RESPECT TO ANY SUCH TAX AND LEGAL CONSEQUENCES,
EVEN IF EMPLOYEE REQUESTS THE COMPANY TO DO SO.

19.     SPOUSAL CONSENT

     If Employee is married or otherwise deemed to have a
spouse for purposes of California law, Employee shall have
his or her spouse execute the form of Spousal Consent
attached to this Agreement, as such form may be amended or
revised by the Company from time to time, contemporaneously
with the execution of this Agreement and on each exercise of
the Option by Employee.  Notwithstanding anything in this
Agreement to the contrary, if Employee is married or
otherwise deemed to have a spouse for purposes of California
law, (a) this Agreement and the Option shall not be effective
for any purpose until Employee delivers to the Company a duly
executed Spousal Consent form and (b) the exercise of the
Option shall not be effective and the Company shall not be
obligated to issue to Employee any shares covered by the
Option until Employee delivers to the Company a duly executed
Spousal Consent form.

20.     ENTIRE AGREEMENT

     This Agreement and the Plan collectively contain the
entire understanding between the parties with respect to the
subject matter hereof, and supersede any and all prior
written or oral agreements between the parties with respect
to the subject matter hereof.  There are no representations,
agreements, arrangements, or understandings, either written
or oral, between or among the parties with respect to the
subject matter hereof which are not set forth in this
Agreement.

21.     GOVERNING LAW

     This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California
applicable to contracts made and to be fully performed in the
State of California.

22.     NOTICES

     Any notice given pursuant to this Agreement shall be in
writing and shall be given by personal service or by United
States certified mail, return receipt requested, postage
prepaid to the addresses appearing on the signature page of
this Agreement or such other address as may be given by
either party for purposes of this Agreement.  Notice given by
personal service shall be deemed effective on the date it is
delivered to the addressee, and notice mailed shall be deemed
effective on the third day following its placement in the
mail addressed to the addressee.  Either party may change its
address for notice purposes by giving the other party notice
of such change in accordance with this Section.
Notwithstanding anything herein to the contrary, any notice
that consists solely of notice of the change of address of
any party may be given by regular mail.

23.     INCORPORATION OF EXHIBITS

     Each and all of the Exhibits to this Agreement are, by
this reference, incorporated herein to the same extent as if
they were set forth in full herein.

     IN WITNESS WHEREOF, the parties have entered into this
Restricted Stock Option Agreement as of the date first above
written.


"COMPANY":

SANTA BARBARA BANCORP


By:






Its:


1021 Anacapa Street
Santa Barbara, CA 93102
Attn:

"EMPLOYEE":



Signature of Employee


Name of Employee


Address of Employee


Exhibit A

Vesting; Restrictions on Transfer


     Set forth below are the terms on which the Option shall
vest and the restrictions on transfer, if any, that are
applicable to the shares of Common Stock and other securities
issued upon exercise of this Option.  The provisions that are
applicable to this Option are those that are initialed by the
Company and Employee.  In the event that either (a) the
Company and Employee do not initial a subsection under either
Section 1 or Section 2 of this Exhibit or (b) the Company and
Employee initial more than one subsection in either Section 1
or Section 2, then Section 1.1 and Section 2.1 shall apply
for all purposes under this Agreement.

1.     Vesting

     1.1     One-Year Vesting.  The Option shall "vest" and
become exercisable one (1) year following the date of
exercise of the original option.



          Company initial     Employee initial

     1.2     Other Vesting.  The Option shall "vest" and
become exercisable in equal                 installments over
a period of             (    ) years.



          Company initial     Employee initial

2.     Restriction on Transfer.

     2.1     Five-Year Restriction.  None of the shares of
Common Stock and other securities issued upon exercise of the
Option may be sold, exchanged, transferred, pledged,
hypothecated or otherwise disposed of, without the prior
written approval of the Committee, for a period of five (5)
years following the date this Agreement and two (2) years
following the date of exercise of the Option as to those
shares of Common Stock and/or other securities issued upon
such exercise, whichever is later.  The foregoing restriction
on transfer shall not apply to Employee's transfer of shares
of Common Stock to the Company in payment of all or any
portion of the exercise price payable on exercise of this
Option, or to Employee's election to satisfy his tax
withholding obligation, if any, with respect to any exercise
of this Option through shares which otherwise would be issued
as a result of the exercise.  Appropriate legends shall be
placed on any certificates evidencing any shares issued upon
exercise of this Option, and appropriate stop transfer
instructions shall be given to the Company's transfer agent.



          Company initial     Employee initial

     2.2     Other Restriction.  None of the shares of Common
Stock and other securities issued upon exercise of the Option
may be sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of, without the prior written approval of
the Committee, for a period of             (   ) years
following the date this Agreement and
                 (    ) years following the date of exercise
of the Option as to those shares of Common Stock and/or other
securities issued upon such exercise, whichever is later.
The foregoing restriction on transfer shall not apply to
Employee's transfer of shares of Common Stock to the Company
in payment of all or any portion of the exercise price
payable on exercise of this Option, or to Employee's election
to satisfy his tax withholding obligation, if any, with
respect to any exercise of this Option through shares which
otherwise would be issued as a result of the exercise.
Appropriate legends shall be placed on any certificates
evidencing any shares issued upon exercise of this Option,
and appropriate stop transfer instructions shall be given to
the Company's transfer agent.



          Company initial     Employee initial

     2.3     No Restriction.  The shares of Common Stock and
other securities issued upon exercise of the Option may be
sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of at any time without the prior written
approval of the Committee.



          Company initial     Employee initial




CONSENT OF SPOUSE


     I acknowledge that I have read the foregoing Restricted
Stock Option Agreement (the "Agreement") and that I know its
contents. I am aware that by its provisions my spouse agrees
to not sell the Shares that may be issued upon exercise of
the Option, including my community interest, if any, in them,
during certain periods specified in the Agreement.  I hereby
approve of the provisions of the Agreement, agree that such
Shares and my community property interest in them, if any,
are subject to the provisions of the Agreement and that I
will take no action at any time to hinder operation of the
Agreement or to attempt the sale or transfer of any of the
Shares, including my community property interest in them, if
any, other than pursuant to the terms of the Agreement.



     Date                                   , spouse of




FORM OF INCENTIVE "RELOAD" OPTION
Exhibit 4.1.5


SANTA BARBARA BANCORP

RESTRICTED STOCK OPTION AGREEMENT

(INCENTIVE RELOAD OPTION)


     THIS AGREEMENT ("Agreement") is entered into this
day of            , 19   , between SANTA BARBARA BANCORP (the
"Company") and                                 ,("Employee").

RECITALS

     WHEREAS, the Company has duly adopted a Restricted Stock
Option Plan, (the "Plan"), which was adopted by the Board of
Directors of the Company on January 29, 1992, and approved by
the shareholders of the Company on April 28, 1992; and

     WHEREAS, the Plan provides for the issuance of incentive
stock options (that is, options which qualify as Incentive
Stock Options, as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code)); and

     WHEREAS, Employee has exercised an option previously
granted under the Plan (the "Original Option") through the
tender of shares of the Common Stock of the Company
previously held by the Employee, and the Employee is
therefore entitled under the Plan to an award and grant of
this Reload Option, which shall be an incentive stock option
under the Plan.

AGREEMENT

     NOW, THEREFORE:

1.     GRANT

     The Company hereby grants to Employee the option to
purchase an aggregate of             shares of the Company's
Common Stock at a price of $         per share, (which price
the Company has determined to be 100% of the fair market
value at the time of grant).

2.     OPTION PERIOD

     The period during which the option granted hereby may be
exercised (hereinafter called the "Option Period") shall
commence after the expiration of six (6) months following the
date hereof and shall terminate five (5) years following the
date hereof (namely, on
                  , 19   ), subject to the provisions
governing earlier termination set forth in Section 5, below.

3.     EXERCISE

     3.1  Vesting.  The Option shall "vest" and become
exercisable in accordance with the provisions of Section 1 of
Exhibit A attached hereto.

     3.2  Option Exercise Price.  The option price must be
paid (a) in cash or check or (b) by the tender of other
Shares of Common Stock owned by the Employee, having a fair
market value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said option is
intended to be exercised, or (c) any combination of such
methods of payment.

     3.3  Stock-for-Stock Exercises.  In the event that the
option price is paid, whether in whole or in part, through
the tender of shares of Common Stock of the Company already
owned by the Employee, then this Option must be exercised for
a minimum of at least 100 shares, or the total number of
shares remaining subject to the Option, if less than 100
shares.

     3.4  Periodic Exercise.  The Option may be exercised by
Employee with respect to some or all of the shares of Common
Stock and other securities covered by the Option at any time
and from time to time on or after the date on which the
Option becomes exercisable with respect to such shares;
provided that the Option may not be exercised at any one time
with respect to less that one hundred (100) shares of Common
Stock unless the number of shares with respect to which the
Option is exercised is the total number of shares with
respect to which the Option is exercisable at that time.

4.     RESTRICTION ON TRANSFER OF STOCK ISSUED

     Any and all shares of Common Stock and other securities,
if any, issued pursuant to this Agreement shall be subject to
the restrictions on transfer, if any, set forth in Section 2
of Exhibit A attached hereto.  Any restriction on transfer
set forth in Exhibit A attached hereto shall not apply to
Employee's transfer of shares of Common Stock to the Company
in payment of all or any portion of the exercise price
payable on exercise of this Option.  Appropriate legends
shall be placed on any certificates evidencing any shares of
Common Stock or other securities issued upon exercise of this
Option, and appropriate stop transfer instructions shall be
given to the Company's transfer agent.

5.     EXPIRATION

     This Option shall expire and terminate upon the
occurrence of the following events:

     5.1      Thirty (30) days following termination of
employment, other than as a result of the Employee's
retirement, death or disability;

     5.2      Immediately upon retirement of Employee in
accordance with the Company's retirement policy; provided,
however, that Employee may within three (3) months after the
date of retirement (but in no event beyond the period of time
for which the options evidenced by this Agreement are
granted) exercise the option as to those shares with respect
to which installments, if any, had accrued and were
exercisable as of the date on which Employee retired;

     5.3      Twelve (12) months after the death or permanent
disability (as defined in the Company's Incentive and
Investment Profit Sharing Plan and Trust) of Employee while
in the employ of the Company (but in no event beyond the
period of time for which the options evidenced by this
Agreement are granted).  During such twelve-month period,
Employee (or his personal representative) or the persons to
whom the Employee's rights under this Agreement shall have
passed by will or by the applicable laws of descent and
distribution, shall have the right to exercise the Option
evidenced by this Agreement to the extent that installments,
if any, had accrued and were exercisable as of the date of
Employee's death or disability; and

     5.4      If the shares of Common Stock of the Company
which are issued upon exercise of the Original Option (which
gave rise to the issuance of this Reload Option) are sold
within one (1) year following the exercise of the Original
Option; provided that, for purposes of this Section, Employee
shall not be deemed to have sold any such shares of Common
Stock if Employee transfers such shares of Common Stock to
the Company in payment of all or any portion of the exercise
price of this Option or any other option granted by the
Company to Employee or in satisfaction of any tax withholding
obligation relating to the exercise of this Option or any
other option granted by the Company to Employee.

6.      TAX WITHHOLDING

     To the extent that the exercise of any Option granted
hereunder gives rise to an obligation on the part of the
Company to withhold from amounts otherwise to be paid to the
Employee, the Company shall do so on such terms and in
accordance with such procedures as may be required under
applicable law. At the election of the Employee, withholding
may be made in shares of the Common Stock of the Company
which would otherwise be issued as a result of the exercise;
provided, however, that such an election must be an
irrevocable election which is made at last six (6) months
prior to the exercise of the Option, in accordance with
regulations and interpretations of the Securities and
Exchange Commission.  If withholding is made in shares of the
Company's stock, the Company shall grant a Reload Option(s),
in accordance with the terms and conditions specified in the
Plan, for the number of shares so withheld.

7.     LIMIT ON GRANT

     The aggregate fair market value, as determined by the
Committee at the time an option is granted, of all shares of
Common Stock with respect to which this Option is exercisable
for the first time by Employee during any calendar year,
shall not exceed the difference between (a) One Hundred
Thousand Dollars ($100,000) and (b) the sum of the fair
market value, as determined by the Committee, as of the time
the options, if any, were granted, of the shares of Common
Stock covered by this Option and all other incentive stock
options granted to Employee under the Plan and all other
incentive stock option plans of the Company and which are
exercisable for the first time by the Employee during such
calendar year. If the aggregate fair market value of the
shares with respect to which this Option first becomes
exercisable in any calendar year exceeds such $100,000
limitation, the portion of this Option which is in excess of
the $100,000 limitation shall be treated as a Non-qualified
Option pursuant to Section 422(d)(1) of the Code.  This
Section is intended to comply with the provisions of Section
422 of the Code and shall be interpreted so as to comply with
the provisions of such Section of the Code.  Nothing in this
Section shall obligate the Company, to grant options or any
additional options to Employee under this Plan or any other
stock option plan here or hereafter adopted by the Company.

8.     RECAPITALIZATION OF COMPANY

     Except as otherwise provided herein, appropriate and
proportionate adjustments shall be made in the number and
class of shares subject to the Option, and the exercise price
of the Option, in the event of a stock dividend (but only on
Common Stock), stock-split, reverse stock-split,
recapitalization, reorganization or like change in the
capital structure of the Company.  To the extent that the
foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Committee, the
determination of which in that respect shall be final,
binding, and conclusive; provided that this Option shall not
be adjusted in a manner that causes the Option to fail to
continue to qualify as an incentive stock option within the
meaning of Section 422 of the Code.

9.     REORGANIZATION OR LIQUIDATION OF THE COMPANY

     In the event of (a) a liquidation of the Company, or (b)
a merger, reorganization, or consolidation of the Company
with any other corporation in which the Company is not the
surviving corporation or the Company becomes a wholly-owned
subsidiary of another corporation, or (c) any sale of all or
substantially all of the Company's assets, any unexercised
portion of this Option shall be deemed cancelled unless the
surviving corporation in any such merger, reorganization or
consolidation or the acquiring corporation in any such sale
elects to assume the Option or to issue substitute options in
place thereof; provided, however, that if the unexercised
portion of this Option would be cancelled in accordance with
the foregoing, Employee shall have the right, exercisable
during a 10-day period ending on the fifth day prior to the
effective date of such liquidation, merger, reorganization,
consolidation or sale, to exercise the Option in whole or in
part without regard to any installment exercise provisions in
this Agreement.  If the Option or portion thereof originally
designated as an Incentive Option would cease to qualify as
an incentive stock option under Section 422 of the Code as a
result of the exercise of the Option in accordance with the
preceding sentence,  then the Option or portion thereof shall
be redesignated as a non-qualified stock option.  The Company
shall give Employee at least thirty (30) days prior written
notice of the anticipated effective date of any such
liquidation, merger, reorganization, consolidation or sale.
Notwithstanding anything in the Plan or this Agreement to the
contrary, (i) any exercise of the Option effected during the
foregoing 10-day period shall be deemed to be effective
immediately prior to the closing of such liquidation, merger,
reorganization, consolidation or sale and (ii), if the
Company abandons or otherwise fails to close any such
liquidation, merger, reorganization, consolidation or sale,
then (A) any exercise during the foregoing 10-day period
shall cease to be effective ab initio and (B) the unexercised
portion of the Option shall be exercisable as otherwise
determined under this Agreement and without consideration of
this Section.

10.     SECURITIES COMPLIANCE

     Should the Company at any time determine that the
listing, registration, qualification, or exemption of the
shares covered by this Option is required on any securities
exchange or under any state or federal law, or should the
Company determine that the notification, consent, or approval
of any governmental regulatory authority is necessary or
desirable as a condition to the exercise of this Option, then
this Option may not be exercised, in whole or in part, unless
and until such listing, registration, qualification,
notification, consent, or approval shall have been effected,
obtained, or given, free of any conditions not acceptable to
the Company.

11.     METHOD OF EXERCISE

     The Option granted pursuant to this Agreement shall be
exercised by delivery, to a designated representative of the
Committee administering the Plan, of a written notice
specifying (a) the number of shares which Employee (or his
personal representative) then desires to purchase, (b) the
name or names in which Employee desires to have the shares
issued, and (c) that the options being exercised are
incentive stock options granted pursuant to this Agreement.
Employee may designate in the notice of exercise that some or
all of the shares to be issued upon such exercise shall be
issued in the name of Employee's spouse, the trustee of a
revocable trust in which Employee and his or her spouse are
the sole primary beneficiaries, Employee's prior spouse, or
any combination of the foregoing.  Notwithstanding anything
in this Agreement to the contrary, Employee may not designate
in the notice of exercise that any of the shares shall be
issued to Employee's ex-spouse unless such issuance is to be
made incident to Employee's divorce within the meaning of
Section 1041 of the Code.  Said notice shall be accompanied
by full payment of the aggregate purchase price for the
shares being acquired.  The Company shall, as soon as
practicable thereafter, issue and deliver to Employee, the
necessary certificate or certificates evidencing the number
of shares purchased (excluding any fractional shares) in the
name of Employee and/or such other person(s) as Employee has
properly designated in the notice of exercise.  The Company
shall have no obligation to deal directly with, and shall
have no liability to, any person other than Employee, or
Employee's personal representative if Employee has died or
become permanently disabled prior to the delivery of the
shares.  Employee shall indemnify and hold harmless the
Company, and each of its officers, directors, employees and
agents, from and against any and all claims made by any
person other than Employee, or Employee's personal
representative, who is designated in the notice of exercise
with respect to any matter related to this Option and/or the
delivery of any shares to such person.  The Company shall pay
all expenses, taxes and other charges payable in connection
with the preparation, issue and delivery of the foregoing
stock certificates, except that, in case such stock
certificates shall be registered in a name or names other
than the name of Employee, funds sufficient to pay all stock
transfer taxes which shall be payable upon the issuance of
such stock certificates shall be paid by Employee at the time
of the delivery of the notice of exercise.
12.     NON TRANSFERABILITY

     Options granted pursuant to this Agreement are not
transferable by Employee other than by will or by the laws of
descent and distribution.  Said options are exercisable
during Employee's lifetime only by Employee (or Employee's
legal representative).  Any attempt by Employee to assign or
transfer the options granted herein other than as provided in
this Section shall be null and void.  If Employee designates
in the written notice of exercise any person other than
Employee, or Employee's personal representative, to whom
stock certificates should be issued upon such exercise, the
Company may require, as a condition to such exercise, that
Employee and the other persons designated in the notice of
exercise represent and warrant to the Company that Employee
has neither transferred or assigned, nor attempted to
transfer or assign, all or any portion of this Option prior
to Employee's delivery of the notice of exercise, payment of
the exercise price, and performance of the other conditions
required to be performed by Employee in connection with such
exercise of this Option and that such other persons are
either Employee's spouse, the trustee of a revocable trust in
which Employee and his or her spouse are the sole primary
beneficiaries, or Employee's ex-spouse and the issuance to
such person is being made incident to Employee's divorce.

13.     NO SHAREHOLDER RIGHTS

     Employee shall not be deemed to be a shareholder of the
Company with respect to the shares covered by the options
granted herein unless and until said shares shall have been
issued to Employee upon exercise of said options and the
exercise price therefor has been paid for in full.

14.     INTERPRETATION

     This Agreement is subject to all of the terms and
conditions of the Plan, and in the event of any conflict
between any of the provisions of this Agreement and any of
the provisions of the Plan, the applicable provisions of the
Plan shall control.  The Committee administering the Plan
shall have full power to interpret the provisions of this
Agreement and of the Plan and to decide any dispute which may
arise hereunder or thereunder.  Said Committee's action shall
be final and conclusive upon all persons affected thereby.
All references in this Plan to Employee shall mean and
include Employee's personal representative if Employee has
died or become permanently disabled prior to the time in
question.

15.     AMENDMENT

     The Board of Directors of the Company shall have such
power to amend or terminate the Plan as is specified in the
Plan.  Such amendment or termination shall not, however,
affect any options then outstanding hereunder.

16.     SUCCESSORS

     This Agreement shall be binding upon the heirs,
executors, administrators and successors of the parties
hereto.

17.     SUBSIDIARIES

     The term "Company" as used herein shall include Santa
Barbara Bancorp and any of its subsidiaries.

18.     TAX MATTERS

     Employee understands that the grant and exercise of the
Option under this Agreement will have tax and legal
consequences to Employee and that the Company is not making
any representation to Employee and is not advising Employee
as to the tax or other legal consequences of the grant or
exercise of this Option or of any other action taken or to be
taken by Employee under this Agreement or with respect to the
Option.  Employee shall be solely responsible for determining
such tax and legal consequences to Employee and for obtaining
such advice as Employee deems appropriate.

EMPLOYEE ACKNOWLEDGES THAT IT IS EMPLOYEE'S SOLE
RESPONSIBILITY TO EVALUATE AND DETERMINE THE TAX AND LEGAL
CONSEQUENCES TO EMPLOYEE OF THIS AGREEMENT AND EMPLOYEE'S
EXERCISE OF THE OPTION AND ACQUISITION OF THE SHARES AND THAT
THE COMPANY HAS NOT ADVISED, AND HAS NO OBLIGATION TO ADVISE,
EMPLOYEE WITH RESPECT TO ANY SUCH TAX AND LEGAL CONSEQUENCES,
EVEN IF EMPLOYEE REQUESTS THE COMPANY TO DO SO.

19.     SPOUSAL CONSENT

     If Employee is married or otherwise deemed to have a
spouse for purposes of California law, Employee shall have
his or her spouse execute the form of Spousal Consent
attached to this Agreement, as such form may be amended or
revised by the Company from time to time, contemporaneously
with the execution of this Agreement and on each exercise of
the Option by Employee.  Notwithstanding anything in this
Agreement to the contrary, if Employee is married or
otherwise deemed to have a spouse for purposes of California
law, (a) this Agreement and the Option shall not be effective
for any purpose until Employee delivers to the Company a duly
executed Spousal Consent form and (b) the exercise of the
Option shall not be effective and the Company shall not be
obligated to issue to Employee any shares covered by the
Option until Employee delivers to the Company a duly executed
Spousal Consent form.

20.     ENTIRE AGREEMENT

     This Agreement and the Plan collectively contain the
entire understanding between the parties with respect to the
subject matter hereof, and supersede any and all prior
written or oral agreements between the parties with respect
to the subject matter hereof.  There are no representations,
agreements, arrangements, or understandings, either written
or oral, between or among the parties with respect to the
subject matter hereof which are not set forth in this
Agreement.

21.     GOVERNING LAW

     This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California
applicable to contracts made and to be fully performed in the
State of California.

22.     NOTICES

     Any notice given pursuant to this Agreement shall be in
writing and shall be given by personal service or by United
States certified mail, return receipt requested, postage
prepaid to the addresses appearing on the signature page of
this Agreement or such other address as may be given by
either party for purposes of this Agreement.  Notice given by
personal service shall be deemed effective on the date it is
delivered to the addressee, and notice mailed shall be deemed
effective on the third day following its placement in the
mail addressed to the addressee.  Either party may change its
address for notice purposes by giving the other party notice
of such change in accordance with this Section.
Notwithstanding anything herein to the contrary, any notice
that consists solely of notice of the change of address of
any party may be given by regular mail.

23.     INCORPORATION OF EXHIBITS

     Each and all of the Exhibits to this Agreement are, by
this reference, incorporated herein to the same extent as if
they were set forth in full herein.

(Signatures appear on the following page

     IN WITNESS WHEREOF, the parties have entered into this
Restricted Stock Option Agreement as of the date first above
written.


"COMPANY":

SANTA BARBARA BANCORP


By:

Its:


1021 Anacapa Street
Santa Barbara, CA 93102
Attn:


"EMPLOYEE":



Signature of Employee


Name of Employee


Address of Employee


Exhibit A

Vesting; Restrictions on Transfer


     Set forth below are the terms on which the Option shall
vest and the restrictions on transfer, if any, that are
applicable to the shares of Common Stock and other securities
issued upon exercise of this Option.  The provisions that are
applicable to this Option are those that are initialed by the
Company and Employee.  In the event that either (a) the
Company and Employee do not initial a subsection under either
Section 1 or Section 2 of this Exhibit or (b) the Company and
Employee initial more than one subsection in either Section 1
or Section 2, then Section 1.1 and Section 2.1 shall apply
for all purposes under this Agreement.

1.     Vesting

     1.1     Five-Year Vesting.  The Option shall "vest" and
become exercisable in equal annual installments over a period
of five (5) years.  Specifically, Employee shall become
entitled to purchase an additional 20% of the total number of
option shares specified in Section 1 of the Agreement (on a
cumulative basis) during each one-year period following the
date of the Agreement.  Thus, during the first year following
the date of the Agreement, Employee shall be entitled to
exercise this Option to purchase 20% of the total number of
option shares; 40% during the second year; 60% during the
third year; 80% during the fourth year; and 100% during the
fifth year.



          Company initial     Employee initial

     1.2     Other Vesting.  The Option shall "vest" and
become exercisable in equal                 installments over
a period of             (    ) years.



          Company initial     Employee initial

2.     Restriction on Transfer.

     2.1     Five-Year Restriction.  None of the shares of
Common Stock and other securities issued upon exercise of the
Option may be sold, exchanged, transferred, pledged,
hypothecated or otherwise disposed of, without the prior
written approval of the Committee, for a period of five (5)
years following the date this Agreement and two (2) years
following the date of exercise of the Option as to those
shares of Common Stock and/or other securities issued upon
such exercise, whichever is later.  The foregoing restriction
on transfer shall not apply to Employee's transfer of shares
of Common Stock to the Company in payment of all or any
portion of the exercise price payable on exercise of this
Option, or to Employee's election to satisfy his tax
withholding obligation, if any, with respect to any exercise
of this Option through shares which otherwise would be issued
as a result of the exercise.  Appropriate legends shall be
placed on any certificates evidencing any shares issued upon
exercise of this Option, and appropriate stop transfer
instructions shall be given to the Company's transfer agent.



          Company initial     Employee initial

     2.2     Other Restriction.  None of the shares of Common
Stock and other securities issued upon exercise of the Option
may be sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of, without the prior written approval of
the Committee, for a period of             (   ) years
following the date this Agreement and           (    ) years
 following the date of exercise
of the Option as to those shares of Common Stock and/or other
securities issued upon such exercise, whichever is later.
The foregoing restriction on transfer shall not apply to
Employee's transfer of shares of Common Stock to the Company
in payment of all or any portion of the exercise price
payable on exercise of this Option, or to Employee's election
to satisfy his tax withholding obligation, if any, with
respect to any exercise of this Option through shares which
otherwise would be issued as a result of the exercise.
Appropriate legends shall be placed on any certificates
evidencing any shares issued upon exercise of this Option,
and appropriate stop transfer instructions shall be given to
the Company's transfer agent.



          Company initial     Employee initial

     2.3     No Restriction.  The shares of Common Stock and
other securities issued upon exercise of the Option may be
sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of at any time without the prior written
approval of the Committee.



          Company initial     Employee initial


CONSENT OF SPOUSE


     I acknowledge that I have read the foregoing Restricted
Stock Option Agreement (the "Agreement") and that I know its
contents. I am aware that by its provisions my spouse agrees
to not sell the Shares that may be issued upon exercise of
the Option, including my community interest, if any, in them,
during certain periods specified in the Agreement.  I hereby
approve of the provisions of the Agreement, agree that such
Shares and my community property interest in them, if any,
are subject to the provisions of the Agreement and that I
will take no action at any time to hinder operation of the
Agreement or to attempt the sale or transfer of any of the
Shares, including my community property interest in them, if
any, other than pursuant to the terms of the Agreement.



          Date                                 , spouse of


OPINION of SCHRAMM & RADDUE
Exhibit 5.1

June 3, 1996


Santa Barbara Bancorp
Santa Barbara Bank & Trust
1021 Anacapa Street
Santa Barbara, California  93101

     Re:     1996 Directors Stock Option Plan

Gentlemen:

We have acted as counsel for Santa Barbara Bancorp (the
"Company") in connection with the preparation and filing of a
Form S-8 Registration Statement with the Securities and
Exchange Commission for the purpose of registering under the
Securities Act of 1933 (the "Act"), an additional 250,000
shares of the Common Stock of the Company for issuance upon
exercise of options granted under the Santa Barbara Bancorp
Restricted Stock Option Plan (the "Plan").

For purposes of this opinion, we have examined such corporate
records, documents and such questions of law as we have
considered necessary or appropriate for the purposes of this
opinion.  Based on such examination, we are of the opinion
that upon the effectiveness of the Registration Statement
covering the Plan and the completion of the proceedings being
taken to comply with applicable state securities laws, the
Common Stock hereafter issued by the Company pursuant to the
exercise of options granted under the Plan, if and when
issued in accordance with the terms of the Plan, will be
validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an Exhibit
to the Company's Registration Statement on Form S-8 for the
Plan.

                              Very truly yours,

                              SCHRAMM & RADDUE



BWM:lr




CONSENT of ARTHUR ANDERSEN, LLP
Exhibit 24.1

As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of
our reports dated February 2, 1996, incorporated by reference
in Santa Barbara Bancorp's Form 10-K for the year ended
December 31, 1995, and to all references to our Firm included
in this registration statement.

ARTHUR ANDERSEN, LLP
Los Angeles, California
June 3, 1996
[{"type": "S-8", "sequence": "1", "description": "SANTA BARBARA BANCORP RESTRICTED", "secsgml_size_bytes": 191408}]
{"company-data": {"conformed-name": "SANTA BARBARA BANCORP", "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": "333-05117", "film-number": "96576350"}, "business-address": {"street1": "1021 ANACAPA ST", "city": "SANTA BARBARA", "state": "CA", "zip": "93101", "phone": "8055646300"}, "mail-address": {"street1": "1021 ANACAPTA STREET", "city": "SANTA BARBARA", "state": "CA", "zip": "93101"}}
As filed with the Securities and Exchange Commission
                              on
                       June 3, 1996.

               SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

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

                  SANTA BARBARA BANCORP
(Exact name of Registrant as specified in its charter)

                            California
(State or other jurisdiction of incorporation or organization)

                            95-3673456
              (IRS Employer Identification Number)

                   1021 Anacapa Street
                Santa Barbara, California 93101
                    (805) 564-6300
       (Address of Principal Executive Offices)

SANTA BARBARA BANCORP RESTRICTED STOCK OPTION PLAN
                   (Full titles of the Plan)

                        Jay D. Smith, Esq.
                        1021 Anacapa Street
                   Santa Barbara, California 93101
                        (805) 564-6300
(Name, address, including zip code, and telephone number,
       including area code, of agent for service)

                          Copy to:
                      Bruce W. McRoy, Esq.
                      Schramm & Raddue
                   15 West Carrillo Street
                 Santa Barbara, California 93102
                       (805) 963-2044

CALCULATION OF REGISTRATION FEE
Title of each     Amount      Maximum   Proposed    Proposed
class securities  to be       offering  maximum     Amount of
to be registered  registered  price     aggregate registration
                              per unit  offering    fee
                                        price
Common Stock     250,000    $25.125(1)  $6,281,250(1) $2,165.95

(1)     Estimated solely for the purpose of computing the
registration fee. Computed in accordance with Rule 457(h),
based on the average of the bid and asked prices per share of
Santa Barbara Bancorp Common Stock as of May 24, 1996.

(2)     The registration fee is calculated based on an
additional 250,000 shares being registered under the
Restricted Stock Option Plan.

     Pursuant to Rule 429, the Reoffer Prospectus contained
herein relates to the Registration Statements filed by
Registrant on April 20, 1983 (File No. 2-83293), on May 7,
1986 (File No. 33-5493), on October 28, 1991 (File No. 33-
43560) and on June 22, 1992 (File No. 33-48724).

Reoffer
Prospectus
This document constitutes part of a prospectus
covering securities that have been registered
under the Securities Act of 1933

         SANTA BARBARA BANCORP
              COMMON STOCK
           (without par value)

    Offered as set forth in this document
          pursuant to the

        SANTA BARBARA BANK & TRUST

EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST

SANTA BARBARA BANCORP DIRECTORS STOCK OPTION PLAN

SANTA BARBARA BANCORP 1996 DIRECTORS STOCK OPTION PLAN

SANTA BARBARA BANCORP RESTRICTED STOCK OPTION PLAN

   and

SANTA BARBARA BANCORP STOCK OPTION PLAN

     This Prospectus covers (a) distributions, offers and/or
sales of Common Stock of Santa Barbara Bancorp (the
"Company") from the Santa Barbara Bank & Trust Employee Stock
Ownership Plan and Trust ("ESOP"), the Santa Barbara Bancorp
Stock Option Plan, the Santa Barbara Bancorp Directors Stock
Option Plan, the Santa Barbara Bancorp 1996 Directors Stock
Option Plan, and the Santa Barbara Bancorp Restricted Stock
Option Plan to participants in such Plans (the plans are
collectively referred to as the "Plans"), one or more of
which Plans may be deemed to be "affiliates" of the Company ;
and (b) resales of Common Stock, if any, distributed under
the Plans by persons who may be deemed "affiliates" of the
Company.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this document is May 22, 1996.

STATEMENT OF AVAILABLE INFORMATION

     The Company is subject to the informational requirements
of the Securities Exchange Act of 1934 (the "Exchange Act"),
and in accordance therewith the Company files reports and
other information with the Securities and Exchange Commission
(the "Commission").  Reports, proxy statements and other
information filed by the Company may be inspected, and copies
of such material may be obtained at prescribed rates, at the
public reference facilities maintained by the Commission in
Washington, D.C., and at its New York, Chicago and Los
Angeles regional offices.  The addresses of these facilities
are as follows:

Securities and Exchange Commission
450 Fifth Street, N.W.
Room 1024
Washington, D.C. 20549

New York Regional Office
Federal Plaza
New York, N.Y. 10007

Chicago Regional Office
Everett McKinley Dirkson Bldg.
219 South Dearborn Street
Room 204
Chicago, Illinois 60604

Los Angeles Regional Office 26
5757 Wilshire Boulevard
Room 1204
Los Angeles, California 90036

     The Company will distribute to its shareholders and to
all participants under the Plans (a) annual reports
containing financial statements which have been certified by
its independent certified public accountants, (b) any
quarterly reports that may be distributed to shareholders
generally, containing unaudited financial information for the
first three quarters of each fiscal year, and (c) copies of
all other reports, proxy statements and other communications
distributed to shareholders generally.

     This Prospectus does not contain all information set
forth in the Registration Statement and Exhibits thereto
which the Company has filed with the Commission.  Any
statements contained herein concerning the provisions of any
document filed as an Exhibit to the Registration Statement
are not necessarily complete, and in each instance, reference
is made to the copy of such document filed as an Exhibit to
the Registration Statement or otherwise filed with the
Commission.  Each such statement is qualified in its entirety
by such reference.

     No person has been authorized to give any information or
to make any representations, other than those contained in
this Prospectus, in connection with the offer contained
herein, and if given or made, such information or
representations must not be relied upon as having been
authorized by the Company.  This Prospectus does not
constitute an offer to sell, or a solicitation of any offer
to buy, the securities covered by this Prospectus in any
State or to any person to whom it is unlawful to make such
offer or solicitation. Neither the delivery of this
Prospectus nor any sale hereunder under any circumstances
shall create an implication that there has been no change of
the facts set forth in this Prospectus since the date hereof.

     The Company will provide without charge to each person
to whom a Prospectus is delivered, upon oral or written
request of such person, a copy of any and all of the
information incorporated by reference in the Registration
Statement (not including exhibits to the information that is
incorporated by reference, unless such exhibits are
specifically incorporated by reference into the information
that the Registration Statement incorporates).  (See
"Incorporation of Certain Documents" for a description of
these documents.)  Requests for such information or for
additional information about the Company or any of the Plans
should be directed to:

Clare McGivney
Assistant Corporate Secretary
Santa Barbara Bancorp
1021 Anacapa Street
Santa Barbara, California 93101
(805) 564-6300

TABLE OF CONTENTS
Title                                   Page No.

THE COMPANY                                    1
SELLING SECURITY HOLDERS                       1
INCORPORATION OF CERTAIN DOCUMENTS             2
MANNER OF DISTRIBUTION                         2
CAPITAL STOCK OF THE COMPANY                   3
EXPERTS                                        4
INDEMNIFICATION                                4
APPENDIX A                                   A-1
APPENDIX B                                   B-1

THE COMPANY

     Santa Barbara Bancorp (the "Company") is a bank holding
company organized under the Bank Holding Act of 1957, as
amended.  It was incorporated under the laws of the State of
California on December 7, 1981.  The Company owns all of the
outstanding shares of the capital stock of Santa Barbara Bank
& Trust (the "Bank").  As a bank holding company, the Company
is subject to the supervision and regulation of the Board of
Governors of the Federal Reserve System.

     The Bank is a wholly owned, operating subsidiary of the
Company.  It was incorporated under the laws of the State of
California on April 13, 1979, and was licensed by the
California State Banking Department and commenced operation
as a California state-chartered bank in 1979.  Prior to 1979,
the Bank operated as Santa Barbara National Bank, which
commenced operations in 1960.  The Bank is subject to
regulation by the California Superintendent of Banks and by
the Federal Reserve Bank.

     SBBT Service Corporation is a wholly owned subsidiary of
the Company ("Service Corporation").  It was incorporated
under the laws of the State of California in July 1988.  It
is engaged in the business of providing interbank courier
services and management consulting services to unaffiliated
financial institutions throughout the Counties of Santa
Barbara, San Luis Obispo and Ventura, California.

     The principal executive offices of the Company are
located at 1021 Anacapa Street, Santa Barbara, California
93101, telephone number (805) 564-6300.

SELLING SECURITY HOLDERS

     This Prospectus covers distributions of Common Stock of
the Company from the Plans to participants under the Plans
(which may involve offers and/or sales of such Common Stock
to participants).  Distributions will not be made at the
present time, but will occur in accordance with and at the
times established under the Plans.

     This Prospectus also covers the resale by persons who
may be deemed "affiliates" of the Company (as that term is
defined in Rule 405 under the Securities Act of 1933) of
shares of Common Stock that were acquired through
distributions from the Plans and the exercise of options
granted under the Plans.  No such resales are being offered
at the present time.

     Appendix A sets forth the names of those participants in
the ESOP who may be deemed affiliates of the Company, as well
as certain other information regarding the ESOP, all as of
the date of the Appendix.  Such "affiliated" participants may
engage in resales of distributed Common Stock covered by this
Prospectus at some future date, although no such resales are
currently planned by these participants.  Appendix B lists
those affiliates of the Company who propose, as of the date
of the Appendix, to resell shares of Common Stock acquired
under the Plans pursuant to this Prospectus.  The Company
will update Appendix A and Appendix B from time to time to
identify those affiliates of the Company who hereafter
propose to resell shares of Common Stock acquired under the
Plans pursuant to this Prospectus.

     It is not possible to predict when distributions from
the Plans will be made or when resales by affiliates of
distributed Common Stock may be offered, the method of
disposition of the Common Stock, the price at which
distributed Common Stock may be offered or the use to which
the proceeds of any resales may be put.  This Prospectus and
the relevant Appendices will be amended from time to time to
include the names and related security holding information of
affiliates offering shares for resale pursuant to this
Prospectus.

INCORPORATION OF CERTAIN DOCUMENTS

     By this reference, the following documents filed by the
Company with the Commission are incorporated into and made a
part of this Prospectus:

     1.     The Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995, filed pursuant to
Section 13(a) of the Exchange Act (which includes the
financial statements of the Company for such year and the
report thereon of the Company's independent public
accountants);

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

     3.  The description of Common Stock contained in
Registrant's Registration Statement on Form 8-A (Registration
No. 0-11113) filed under the Exchange Act, including any
amendment or report subsequently filed by Registrant for the
purpose of updating that description.

     All documents filed with the Commission by the Company
and by each Plan subsequent to the date of this Prospectus
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act (prior to the filing of a post-effective
amendment which indicates that all securities offered have
been distributed or sold or which deregisters all securities
then remaining not distributed or unsold) shall be deemed to
be incorporated into and made a part of this Prospectus from
the date of filing of such documents with the Commission.

MANNER OF DISTRIBUTION

     The shares of Common Stock offered hereby (whether sales
by affiliates or distributions to participants from one or
more of the Plans) may be sold and distributed on any
securities exchange on which the shares may then be traded or
in the over-the-counter market (at prices and at terms then
prevailing) or in negotiated transactions or otherwise, which
transactions may include purchase of some or all of the
shares by broker-dealers or principals, for resale pursuant
to this Prospectus.

CAPITAL STOCK OF THE COMPANY

     The authorized capital of the Company consists of
20,000,000 shares of Common Stock.  The holders of the
Company's Common Stock outstanding from time to time are
entitled to receive, out of assets legally available
therefor, dividends at such time and in such amounts as the
Board of Directors may determine.  Upon liquidation,
dissolution or winding-up of the Company, the assets of the
Company legally available for distribution to shareholders
will be distributed ratably among the holders of the
outstanding Common Stock.  Holders of Common Stock have no
conversion or preemptive rights.  Shareholders have no
liability for further calls upon shares, and all the shares
of Common Stock outstanding are fully paid and nonassessable.

     Each shareholder is entitled to one vote for each share
of the Company's Common Stock held by such shareholder.  When
electing Directors of the Company, each shareholder has the
right to vote cumulatively in accordance with requirements
set forth in the Company's Bylaws and by statute.

     The Company's Articles of Incorporation contain a
provision of a type commonly known as a "fair price"
provision.  In general the Articles require the approval by
holders of 66.67% of the outstanding voting shares (as
defined in the Articles) of the Company as a condition for
mergers, certain other business combinations and similar
transactions involving the Company ("Business Combinations")
and any holder of 10% or more of the outstanding voting
shares of the Company (a "Ten Percent Shareholder") unless
either (a) the transaction is approved by a majority of the
"Disinterested Directors" [namely, members of the Board who
are neither affiliated with the Ten Percent Shareholder nor
nominated, elected or appointed to the Board by such
Shareholder] or (b) certain minimum price, form of
consideration and procedural requirements are met.  The
Articles also require the approval by the holders of 66.67%
of the outstanding voting shares of the Company to amend or
repeal, or adopt provisions inconsistent with the "fair
price" provisions at any time in the future.

     These "fair price" provisions are intended to provide a
measure of assurance that all shareholders of the Company
will be treated similarly in the event of certain Business
Combinations involving a Ten Percent Shareholder.  The
overall effect of these proposals may be to render more
difficult the accomplishment of mergers or certain other
Business Combinations or the assumption of control by a
substantial shareholder without the prior approval of the
Board, and thus to make more difficult the removal of
management.  The "fair price" provisions in the Articles are
designed to protect minority shareholders from a purchaser
using two-tier pricing and similar tactics in an attempt to
take over the Company.  The provisions are not designed to
prevent or discourage tender offers for all of the Company's
Common Stock or Business Combinations approved by a majority
of the Disinterested Directors.  They generally should not
prevent a tender offer or other Business Combination in which
each shareholder receives substantially the same price for
his or her shares as each other shareholder or which the
Board of Directors has approved.  Except for these
restrictions on certain Business Combinations, the Articles
do not prevent a holder of a controlling interest from
increasing his or her share ownership interest.

EXPERTS

     The financial statements and schedules incorporated by
reference in this Prospectus have been audited by Arthur
Andersen & Co., independent public accountants, as indicated
in their reports with respect thereto, and are incorporated
herein in reliance upon the authority of said firm as experts
in accounting and auditing in giving said reports.

INDEMNIFICATION

     Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers
and controlling persons of the Company pursuant to the
General Corporation Law of the State of California and under
the Company's Bylaws, Articles of Incorporation or otherwise,
the Company has been informed that in the opinion of the
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable.

     Section 317 of the California Corporation Code provides
broad authority for a court to award, or for a corporation's
Board of Directors to grant, indemnification to directors and
officers for liabilities incurred in connection with their
activities in such capacities (including reimbursement for
expenses incurred).

     Pursuant to Article VI of its Bylaws, the Company is
authorized to indemnify its directors, officers and any other
persons acting as agents of the Company to the maximum extent
permitted under California law.  Pursuant to authorization
contained in said Article VI of the Bylaws, the Company has
obtained and continues to carry a policy of officers and
directors liability and corporate reimbursement insurance in
connection with such indemnification.

APPENDIX A
(to Reoffer Prospectus)

The date of this Appendix is May 22, 1996.

1.     ESOP DISTRIBUTIONS OF STOCK

     A distribution of Common Stock of the Company is being
or will be made in the amounts and to the individuals named
below, as a result of termination of these individuals as
participants in the Company's Employee Stock Ownership Plan
("ESOP").

Participant Name                         Number of Shares

Because the ESOP may be deemed an "affiliate" of the Company,
these distributions of stock may be considered a sale of the
distributed stock by the ESOP.

     A.     Members of the ESOP Committee

          The names and addresses of the Advisory Committee
of the ESOP, as of the date of this Appendix, are as follows:

Donald M. Anderson
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

David W. Spainhour
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

John J. McGrath
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

Kent Vining
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

Jay D. Smith
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

Paulette Posch
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

William S. Thomas, Jr.
1021 Anacapa Street
P.O. Box 1119
Santa Barbara, CA  93102

2.     AFFILIATE STATUS OF ESOP

     As of the date of this Appendix, and prior to the
distribution of stock from the ESOP, as described in
Paragraph 1, above, the ESOP owned 546,758 shares of Common
Stock of the Company, or 10.67% of the issued and outstanding
Common Stock.  After the distribution the ESOP will own
shares, or     %.  The Trustee of the ESOP is Santa Barbara
Bank & Trust, a subsidiary of the Company.  Further, each of
the members of the Board of Directors of the Trustee, as well
as each of the members of the Advisory Committee of the ESOP,
is either a director, officer or employee of the Company.  As
a result, the Trustee may be deemed to be controlled by the
Company.

                                          Share Ownership in
Name                   Position            ESOP(1)    Other
ESOP                                                  546,758
(2)
Donald M. Anderson     Director
                       and Chairman        35,006     183,737

Edward E. Birch        Director            12,405       5,188

Frank H. Barranco      Director             3,750       8,360

Richard M. Davis       Director             3,000       7,050

Anthony Guntermann     Director            13,146      18,468

Dale E. Hanst          Director            18,273      19,574

Harry B. Powell        Director             5,000       4,967

David W. Spainhour     Director            36,353     122,238

John McGrath           Senior Vice
                       President           29,454      17,539

Jay Donald Smith       Senior Vice
                       President           31,800      30,830

Kent Vining            Senior Vice
                       President           30,962          16

William S. Thomas, Jr. Senior Vice
                       President            2,000       4,727

Paulette Posch         Vice President       5,544       3,923

(1) Includes shares allocated under the ESOP to the accounts
of the individuals listed above and shares that may be
acquired through the exercise of stock options granted under
the Plans that are currently exercisable or will be
exercisable at any time during the sixty (60)-day period
following the date of this Appendix.

(2)  Includes all shares held in the ESOP, including shares
allocated under the ESOP to the accounts of one or more of
the individuals listed above (and thus such shares are
included in the table more than once).

APPENDIX B
(to Reoffer Prospectus)

The date of this Appendix is May 22, 1996.

1.     RESALE BY AFFILIATES

     Set forth below are the names of the persons who are
affiliates of the Company and who propose to resell shares of
Common Stock of the Company pursuant to this Reoffer
Prospectus and the number of shares of Common Stock proposed
to be resold.

Name                            Number of Shares

     This Reoffer Prospectus relates only to shares of Common
Stock acquired by the foregoing persons through distributions
from the Plans or upon exercise of stock options granted
under the Plans.

EXPLANATORY NOTE

     This Registration Statement covers the registration of
an additional 250,000 shares added to the Plan Reserve under
the Company's Restricted Stock Option Plan (the "Plan").
Securities under the Plan were previously registered under
the Registration Statement on Form S-8 (File No. 33-48724)
filed June 22, 1992, and the contents of such Registration
Statement are incorporated herein to the extent that the
information is not contained in this Registration Statement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.     Plan Information*

Item 2.     Registrant Information and Employee Plan Annual
Information*

 *Information required by Part I to be contained in the
Section 10(a) prospectus is omitted from the 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 THE REGISTRATION STATEMENT

Item 3.     Incorporation of Documents by Reference

     Incorporated by reference to the corresponding Item in
the Registration Statement on Form S-8 (File No. 33-48724)
filed June 22, 1992.

Item 4.     Description of Securities

     Incorporated by reference to the corresponding Item in
the Registration Statement on Form S-8 (File No. 33-48724)
filed June 22, 1992.

Item 5.     Interests of Named Experts and Counsel

     Counsel for Registrant, Schramm & Raddue, has rendered
an opinion to the effect that Registrant's shares of Common
Stock covered by the registration statement will be duly and
validly issued, fully paid and non-assessable upon issuance.

     Dale E. Hanst, a director of Registrant, is a partner in
the firm of Schramm & Raddue.  Mr. Hanst owns 19,048 shares
of Registrant's Common Stock and holds options to purchase
approximately 16,831 shares of Registrant's Common Stock.
Certain other attorneys of Schramm & Raddue own an aggregate
of approximately 29,334 shares of Registrant's Common Stock.
In addition, certain attorneys of Schramm & Raddue serve as
fiduciaries for various trust accounts.  These trust accounts
own an aggregate of approximately 13,710 shares of
Registrant's Common Stock, as to which shares the attorneys
serving as fiduciaries disclaim beneficial ownership.

Item 6.     Indemnification of Directors and Officers

     Incorporated by reference to the corresponding Item in
the Registration Statement on Form S-8 (File No. 33-48724)
filed June 22, 1992.

Item 7.     Exception from Registration Claimed

     Not applicable.

Item 8.     Exhibits

     The following Exhibits are filed as a part of this
Registration Statement:

     4.1     The Santa Barbara Bancorp Restricted Stock
Option
          Plan

        4.1.1     Forms of Restricted Stock Option Agreements
          (Nonstatutory Stock Option - 5 year)

        4.1.2     Forms of Restricted Stock Option Agreements
          (Nonstatutory Stock Option - 10 year)

        4.1.3     Form of Incentive Stock Option Agreement

        4.1.4     Form of Nonstatutory "Reload" Option

        4.1.5     Form of Incentive "Reload" Option

        4.1.6     Form of "Reload" Option Amendment

     5.1     Opinion of Schramm & Raddue

    24.1     Consent of Arthur Andersen, LLP

    24.2     Consent of Schramm & Raddue (included in Opinion
of Schramm & Raddue filed as Exhibit 5.1 herein)

Item 9.     Undertakings

     Incorporated by reference to the corresponding Item in
the Registration Statement on Form S-8 (File No. 33-48724)
filed June 22, 1992.

POWER OF ATTORNEY

     Each director and/or officer of the Registrant whose
signature appears below hereby appoints David W. Spainhour,
William S. Thomas, Jr., Jay D. Smith and Donald Lafler, and
each of them severally, as his attorney-in-fact to sign in
his name and behalf, in any and all capacities stated below,
and to file with the Commission any and all amendments,
including post-effective amendments, to this registration
statement, and the Registrant hereby also appoints each such
person as its attorney-in-fact with like authority to sign
and file any such amendments in its name and behalf.

SIGNATURES

     Pursuant to the requirements of the Securities Act of
1933 the Registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Santa Barbara, State of
California, on May 22, 1996.

                              SANTA BARBARA BANCORP

                              By /s/ David W. Spainhour
                                 David W. Spainhour
                                 President/Chief Executive
                                 Officer

     Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following person in the capacities and on the date indicated:

Signature                Title               Date
/s/ Donald M. Anderson
    Donald M. Anderson   Chairman of the
                         Board and Director  May 22, 1996

/s/ David W. Spainhour
    David W. Spainhour  President,
                        Chief Executive
                        Officer and Director  May 22, 1996

/s/ William S. Thomas, Jr.
    William S. Thomas, Jr.  Vice Chairman,
                           Chief Operating
                          Officer and Director  May 22, 1996

/s/ Donald Lafler
    Donald Lafler    Senior Vice President and
                     Chief Financial Officer
                 (Principal Financial Officer)  May 22, 1996

/s/ Edwin Stonefelt
    Edwin Stonefelt   Vice President
               (Principal Accounting Officer)  May 22, 1996

/s/ Franco Barranco, M.D.
    Franco Barranco, M.D.   Director        May 22, 1996

/s/ Edward E. Birch
    Edward E. Birch         Director        May 22, 1996

/s/ Richard M. Davis
    Richard M. Davis        Director        May 22, 1996

/s/ Anthony Gunterman
    Anthony Gunterman       Director        May 22, 1996

/s/ Dale E. Hanst
    Dale E. Hanst           Director        May 22, 1996

/s/ Harry B. Powell
    Harry B. Powell         Director        May 22, 1996

EXHIBIT INDEX

Exhibit Number         Description of item    Sequential Page

  4.1          The Santa Barbara Bancorp Restricted
               Stock Option Plan

  4.1.1        Forms of Restricted Stock Option
               Agreements (Nonstatutory Stock
               Option - 5 year)

  4.1.2        Forms of Restricted Stock Option
               Agreements (Nonstatutory Stock
               Option - 10 year)

  4.1.3        Forms of Incentive Stock Option Agreement

  4.1.4        Form of Nonsttutory "Reload" Option

  4.1.5        Form of Incentive "Reload" Option

  4.1.6        Form of "Reload" Option Amendment

   5.1         Opinion of Schramm & Raddue

  24.1         Consent of Arthur Andersen, LLP

  24.2         Consent of Schramm & Raddue (included in
               Opinion of Schramm & Raddue filed as Exhibit
               5.1 herein)

SANTA BARBARA BANCORP RESTRICTED STOCK OPTION PLAN
Exhibit 4.1

SANTA BARBARA BANCORP

AMENDED AND RESTATED
RESTRICTED STOCK OPTION PLAN
(As Amended and Restated, effective February 27, 1996)

     SANTA BARBARA BANCORP (the "Company") hereby adopts the
following employee stock option plan:

1.     OPTIONS

     This instrument is intended to implement and govern the
RESTRICTED STOCK OPTION PLAN (the "Plan") of Santa Barbara
Bancorp (the "Company").  Pursuant to the Plan, two separate
types of options for Common Stock of the Company may be
granted:

     1.1      Incentive Options.  Incentive Stock Options
("Incentive Options"); and

     1.2      Non-Qualified Options.  Non-qualified Stock
Options ("Non-qualified Options").

Incentive Options are intended to qualify as incentive stock
options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").  Non-qualified
options are not intended to so qualify.  Unless specified
otherwise, all the provisions of this Plan relate equally to
both Incentive Options and Non-qualified Options.  Each
option granted under this Plan shall be evidenced by a Stock
Option Agreement (the "Agreement") between the Company and
the employee concerned, designating the type of option being
issued and containing such other terms and conditions as
deemed appropriate.

2.     PURPOSES OF THE PLAN

     The purposes of this Plan are to attract, motivate and
retain the best available officers and employees, and to
provide them with additional incentive to promote the success
of the Company's business.

3.     ADMINISTRATION OF THE PLAN

     The Plan shall be administered by a committee to be
appointed by the Board of Directors of the Company (the
"Committee").  The Committee shall consist of not less than
three persons all of whom shall be Members of the Board of
Directors.  None of the members of the Committee shall be
eligible to be allocated any stock options pursuant to this
Plan.  No person shall be appointed to be a member of the
Committees if such person was eligible to be allocated any
stock options pursuant to this Plan at any time within one
(1) year prior to his appointment to the Committee.  For
purposes of this Section, a person shall be deemed to be
eligible to be allocated any stock options pursuant to this
Plan during any period if, during such period, he is eligible
to receive a Reload Option pursuant to this Plan.  Members of
the Committee shall serve at the pleasure of the Board of
Directors.  No member of the Committee shall be liable for
any action or determination undertaken or made in good faith
with respect to the Plan or any agreement executed pursuant
to the Plan.  Subject to the provisions contained herein, the
Committee shall determine:

     3.1      Employees to Receive Option.  The employees to
whom options shall be granted;

     3.2      Type of Options to be Granted.  Whether options
to be granted shall be Incentive Options or Non-qualified
Options or both;

     3.3      Number of Shares.  The number of shares to be
optioned to each such employee;

     3.4      Option Price.  The price to be paid for the
shares upon the exercise of each option;

     3.5      Option Period.  The period within which each
option shall be exercised; and

     3.6      Other Terms and Conditions.  The terms and
conditions of each Agreement between the Company and each
employee to whom the Committee has granted an option; which
terms and conditions, however, shall be in accordance with
the provisions of this Plan but may include any other or
additional terms or conditions not inconsistent with this
Plan.

4.     GRANT OF OPTIONS

     4.1      Effective Date of Option Grant.  The "grant" of
an option pursuant to this Plan shall be deemed to have
occurred on the latest of: (a) the date the Committee
announces the grant of the option; or (b) such later date set
by the Committee or set forth in the Agreement.

5.     ELIGIBILITY

     Full-time salaried employees of the Company who shall,
in the judgment of the Committee, be qualified by position,
training, or ability to contribute substantially to the
success of the Company, shall be eligible to participate in
the Plan.  The number of shares allocable to any person by
means of options under this Plan is to be reasonable, as
determined by the Committee, in relation to the purposes of
the Plan and the needs and capabilities of the Company.  No
option may be granted to any employee owning more than ten
percent (10%) of the voting power of all classes of stock of
the Company or its parent or subsidiary.

6.     RESERVE OF SHARES

     6.1      Reserve.  Subject to the provisions of Section
6.2, below, the maximum aggregate number of shares of Common
Stock of the Company reserved for issuance upon the exercise
of Options granted under the Plan is 1,000,000 shares of
authorized but unissued shares of Common Stock of the
Company.  No more than the total number of shares held in
this Reserve shall be issued under the Plan pursuant to the
exercise of Incentive Options and Non-qualified Options in
the aggregate.

     6.2      Adjustments In Reserve.  If the outstanding
shares of Common Stock of the Company are increased or
decreased, or are changed into or exchanged for a different
number or kind of shares or other securities, as a result of
the occurrence of an event described in Section 23 or Section
24, below, then and in such event, appropriate adjustments
shall be made in the number and/or kind of shares or other
securities for which options may thereafter be granted under
this Plan.  In the event that any outstanding option under
the Plan expires or is terminated without exercise, or with
only partial exercise, prior to the end of the period during
which options may be granted, the shares allocable to the
unexercised portion of any such option may be added back into
the Reserve and may again be subject to option under the
Plan.

7.     OPTION EXERCISE PRICE

     7.1      Establishment of Option Price.  The price per
share required to be paid upon exercise of any option granted
hereunder, whether an Incentive Option or a Non-qualified
Option, shall be 100% of the fair market value per share, as
determined by the Committee, of the Company's Common Stock at
the time of the grant of the option.

     7.2      Payment of Option Price.  The option price
shall be payable either (a) in cash in immediately available
funds, or (b) with stock of the Company, valued at its then
fair market value.  In the event that the option price is
paid, whether in whole or in part, through the tender of
shares of Common Stock of the Company already owned by the
option holder, then the option must be exercised for a
minimum of at least 100 shares, or the total number of shares
subject to the outstanding option being exercised, if less
than 100 shares.

     7.3      Exchange of Options.  Notwithstanding the
foregoing, however, in the event that any option is granted
under this Plan in exchange for the surrender by the grantee
of another option for the Common Stock of the Company, the
Committee, in its discretion, may establish the option
exercise price under the new option at the same amount as
provided in the option which is surrendered, but only to the
extent of the number of shares then subject to the option
which is surrendered.

8.     OPTION PERIOD

     The term of any Incentive Option granted pursuant to
this Plan shall not exceed five (5) years.  The term of any
Non-qualified Option shall not exceed ten (10) years.  The
aggregate fair market value, as determined by the Committee,
of the shares of Common Stock with respect to which an
Incentive Option granted under this Plan is exercisable for
the first time by an Optionee during any calendar year shall
not exceed the difference between (a) One Hundred Thousand
Dollars ($100,000) and (b) the sum of the fair market value,
as determined by the Committee as of the time the Incentive
Options, if any, were granted, of the shares of Common Stock
covered by all Incentive Options which were granted to the
Optionee under this Plan and all other incentive stock option
plans of the Company and which are exercisable for the first
time by the Optionee during such calendar year. If an
Incentive Option is granted pursuant to which the aggregate
fair market value of shares with respect to which it first
becomes exercisable in any calendar year exceeds such
$100,000 limitation, the portion of such Option which is in
excess of the $100,000 limitation shall be treated as a Non-
qualified Option pursuant to Section 422(d)(1) of the Code.
This Section is intended to comply with the provisions of
Section 422 of the Code and shall be interpreted so as to
comply with the provisions of such Section of the Code.
Nothing in this Section shall obligate the Company, to grant
options or any additional options to any employee under this
Plan or any other stock option plan here or hereafter
adopted.

9.     EXERCISE; VESTING

     Options granted hereunder (whether Incentive Options or
Non-qualified Options) shall become exercisable ("vest") in
accordance with such schedule as the Committee, in the
exercise of its discretion, may deem appropriate in any
particular case.  To the extent not so provided by the
Committee, options shall vest as follows:  The aggregate
number of shares covered by the option shall be divided by
the number of years included in the option term (each such
year being hereinafter called an "Option Year").  The
Employee shall become entitled to purchase the number of
shares of Common Stock resulting from the foregoing division
at the end of each Option Year.

     Notwithstanding any other provision contained herein,
however, (a) options here granted shall vest and become
exercisable over a period no longer than five (5) years and
at a rate not less than twenty percent (20%) per year, and
(b) no option granted under this Plan shall be exercisable
for at least six (6) months following the grant of the
option, except in case of death or disability.

10.     RESTRICTION ON TRANSFER OF STOCK ISSUED

     Unless the Committee otherwise designates, pursuant to
its authority under Section 3.6 of this Plan, the stock
option agreements covering any options granted under this
Plan shall provide that stock issued pursuant thereto shall
be subject to the following restriction: Such stock may not
be sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of without the prior written approval of
the Committee for a period of five (5) years following the
date the option is granted and two (2) years following the
date of exercise of the option, whichever is later.  The
foregoing restriction on transfer shall not apply to an
employee's transfer of shares of Common Stock to the Company
in payment of all or any portion of the purchase price upon
exercise of an option or to an employee's election to satisfy
his tax withholding obligation with respect to any exercise
of an option through shares which otherwise would be issued
as a result of the exercise.  Appropriate legends shall be
placed on any certificates evidencing such restricted shares
and appropriate stop transfer instructions given to the
Company's transfer agent.

11.     EXPIRATION OF OPTIONS

     Notwithstanding any other provisions of this Plan or the
terms of any option agreement granted pursuant hereto,
options granted pursuant to this Plan shall expire upon the
occurrence of any of the following events:

     11.1      Termination of Employment.  Thirty (30) days
following termination of employment, other than as a result
of the employee's retirement, death or disability;

     11.2      Retirement.  Immediately upon retirement of
the employee in accordance with the Company's retirement
policy, provided that the employee may within three months
after the date of retirement (but in no event beyond the
period of time for which the option is granted) exercise the
option as to those shares with respect to which any vesting
installments, if any, had accrued as of the date on which the
employee retired.

     11.3      Death or Disability.  Twelve months after the
death or permanent disability (as defined in the Company's
Incentive and Investment Profit Sharing Plan and Trust) of
the employee while in the employ of the Company (but in no
event beyond the period of time for which the option is
granted).  During such twelve-month period the employee (or
his personal representative) or the persons to whom the
employee's rights under the Option shall have passed by will
or by the applicable laws of descent and distribution shall
have the right to exercise the option to the extent that any
vesting installments, if any, had accrued as of the date of
employee's death or disability.

12.     METHOD OF EXERCISE

     Options granted pursuant to this Plan shall be exercised
by delivery to the Committee of a written notice specifying
(a) the number of shares which an employee (or his personal
representative) then desires to purchase, (b) the name or
names in which Employee (or his personal representative)
desires to have the shares issued, and (c) whether the
options being exercised are Incentive Options or Non-
qualified Options.  Said notice shall be accompanied by full
payment of the aggregate purchase price of such options in
immediately available funds (or stock of the Company).  The
Company shall, as soon as practicable thereafter, issue and
deliver to the employee and/or any other persons designated
in the notice of exercise, the necessary certificate or
certificates evidencing the number of shares purchased
(excluding any fractional shares), in the name of the
employee and/or in the name of the other persons designated
in the notice of exercise.  Employee may designate in the
notice of exercise that some or all of the shares to be
issued upon such exercise shall be issued in the name of
Employee's spouse, the trustee of a revocable trust in which
Employee and his or her spouse are the sole primary
beneficiaries, Employee's prior spouse, or any combination of
the foregoing.  Notwithstanding anything herein to the
contrary, Employee may not designate in the notice of
exercise that any of the shares shall be issued to Employee's
prior spouse unless such issuance is to be made incident to
Employee's divorce within the meaning of Section 1041 of the
Code.  The Committee may rely on a representation of the
person exercising the option, or such other evidence as the
Committee deems appropriate, for purposes of determining the
propriety of the exercise of any option and the compliance of
such exercise with the terms of this Plan and any applicable
Stock Option Agreement.  The Committee shall have no
obligation to independently investigate the propriety of the
exercise of any option or the compliance of such exercise
with the terms of this Plan or any applicable Stock Option
Agreement.

13.     RELOAD FEATURES

     13.1      Grant of Reload Options.  Whenever the holder
of any option (the "Original Option") outstanding under this
Plan (whether an Incentive Option or a Non-qualified Option,
and including any Reload Options granted under the provisions
of this Section 13) exercises the Original Option and makes
payment of the option price by tendering shares of the Common
Stock of the Company previously held by him or her, then the
holder of that Option shall be entitled to receive and the
Company shall grant a new option (the "Reload Option") for
that number of additional shares of the Common Stock of the
Company which is equal to the number of shares tendered by
the option holder in payment of the option price for the
Original Option being exercised.  All such Reload Options
granted hereunder shall be on the following terms and
conditions:

          13.1.1      Option Price.  The option price per
share shall be an amount equal to the then current fair
market value per share of the Company's Common Stock, as of
the date of exercise of the Original Option, as determined by
the Committee.

          13.1.2      Expiration Date.  The option exercise
period shall expire, and the Reload Option shall no longer be
exercisable, on the expiration of the option period of the
Original Option or five (5) years from the date of the grant
of the Reload Option, whichever is later.

          13.1.3      Vesting Period.  Any Reload Option
granted under this Section 13 shall "vest" and first become
exercisable one (1) year following the date of exercise of
the Original Option.

          13.1.4      Other Terms.  All other terms of Reload
Options granted hereunder shall be identical to the terms and
conditions of the Original Option, the exercise of which
gives rise to the grant of the Reload Option.  Further, the
character of the Reload Option shall be the same as the
character of the Original Option, namely if the Original
Option is an Incentive Option, the Reload Option shall be an
Incentive Option; and if the Original Option is a Non-
qualified Option, the Reload Option shall also be a Non-
qualified Option.

     13.2      Restrictions on Reload Options.  Any and all
Reload Options granted pursuant to this Section 13 (or
Section 15, below) shall be subject to the following
conditions and restrictions:

          13.2.1      No Reload on Existing Incentive
Options. Not-withstanding Section 13.1, above, no Reload
Option shall be granted pursuant to Section 13.3, below, upon
the exercise of any Incentive Option which is outstanding as
of the effective date of this Plan.

          13.2.2      Holding Period of Shares Tendered.  No
Reload Option shall be granted pursuant to Section 13.1,
above, unless the shares tendered upon exercise of the
Original Option in payment therefore have been held by the
Employee for a period of more than six (6) months prior to
the exercise of the Original Option.

          13.2.3      Holding Period of Original Option
Shares.  If the shares of Common Stock of the Company which
are issued upon exercise of the Original Option are sold
within one (1) year following the exercise of the Original
Option, then the Reload Option shall immediately terminate.

          13.2.4      Exception.  The holding period
restrictions set forth in Sections 13.2.2 and 13.2.3 above
shall not apply to an Employee's (a) transfer of shares of
Common Stock to the Company in payment of all or any portion
of the purchase price upon exercise of an option, whether an
Original Option or a Reload Option, or (b) satisfaction of
his withholding obligation, if any, pursuant to Section 15
below by the withholding of shares that would otherwise be
issued as a result of the exercise of an option.

     13.3      "Grandfather" Provisions.  The Company
acknowledges that there are outstanding options granted to
employees under the Company's prior employee Stock Option
Plan, which Plan expires in calendar year 1993, and that said
Plan contained "reload" features similar to those contained
herein.  To the extent that any such outstanding options
under said Plan are exercised after the expiration of that
Plan, the Committee shall have the power, in its sole
discretion, to grant to any such option holders a reload
option under and containing the terms specified in this Plan.

14.     NON-TRANSFERABILITY

     Options granted pursuant to this Plan shall not be
transferable other than by will or by the laws of descent and
distribution and shall be exercisable during the employee's
lifetime only by him (or his guardian or legal
representative).  Any attempt by an Employee to assign or
transfer any option granted under this Plan other than as
provided in this paragraph shall automatically effect a
termination thereof.

15.     TAX WITHHOLDING

     To the extent that the exercise of any Option granted
hereunder gives rise to an obligation on the part of the
Company to withhold from Employee's wages, the Company shall
do so on such terms and in accordance with such procedures as
may be required under applicable law. At the election of the
Employee, withholding may be made in shares of the Common
Stock of the Company which would otherwise be issued as a
result of the exercise; provided, however, that such an
election must be an irrevocable election which is made at
least six (6) months prior to the exercise of the option, in
accordance with regulations and interpretation of the
Securities Exchange Commission.  If withholding is made in
shares of the Company's stock, the Committee, in its sole
discretion, may grant Reload Option(s), on the terms
specified in Section 13, above, for the number of shares so
withheld.

16.     NO SHAREHOLDER RIGHTS

     An option holder shall not be deemed to be a shareholder
of the Company with respect to options unless and until said
shares shall have been issued upon exercise thereof and are
paid for in full.

17.     SECURITIES COMPLIANCE

     Options granted pursuant to this Plan shall be subject
to the requirement that if at any time the Committee shall
determine, in its discretion, that the listing, registration,
or qualifications of the shares covered thereby is required
upon any securities exchange or under any state or federal
law, or the consent or approval of any governmental
regulatory authority is necessary or desirable as a condition
of the exercise of such option, the option may not be
exercised, in whole or in part, unless and until such
listing, registration, qualification, consent or approval
shall have effected or obtained free of any conditions not
acceptable to the Committee.

18.     TERM OF PLAN

     No option shall be granted under this Plan after ten
years from the date of the original adoption of the Plan by
the Board of Directors or the original approval of the Plan
by a majority of the voting shares, whichever event first
occurred.

19.     AMENDMENT OF PLAN

     The Board of Directors of the Company may at any time
suspend, amend, or terminate the Plan, and may, with the
consent of an option holder, make such modification of the
terms and conditions of options granted hereunder as it shall
deem advisable; provided that, any amendment or modification
which would:

     19.1      Number of Shares.  Materially increase the
number or shares which may be issued pursuant to the Plan
(other than in accordance with Section 23 and Section 24.
below);
     19.2      Eligibility.  Materially modify the
requirements as to eligibility for participation in the Plan;
or

     19.3      Increase in Benefits.  Otherwise materially
increase the benefits accruing to participants under the
Plan;

shall be subject to approval thereof by shareholders of the
Company holding not less than a majority of the voting power.

20.     SUBSTITUTION OF OPTIONS

     Notwithstanding the provisions of Section 19, above, the
Committee may grant to an option holder, if he or she is
otherwise eligible, additional options under this Plan or,
with the consent of the option holder, grant new options
under this Plan in lieu of any outstanding options for a
number of shares, at a purchase price and for a term which in
any respect is greater or lesser than that of the earlier
Option, subject to those limitations as to options otherwise
set forth herein.

21.     LIMITS ON AMENDMENTS

     This Plan may not, without approval of the stockholders,
be amended in any manner that will cause Incentive Options
issued under it to fail to meet the requirements of incentive
stock options as defined in Section 422 of the Internal
Revenue Code, or to change the maximum number of shares which
any one person may receive.

22.     EFFECT ON SUSPENSION OR TERMINATION OF PLAN

     No option may be granted during any suspension, or after
termination, of this Plan.  Amendment, suspension, or
termination of the Plan shall not, without the consent of the
option holder, alter or impair any rights or obligations
under any option theretofore granted hereunder.

23.     RECAPITALIZATION OF COMPANY

     Except as otherwise provided herein, appropriate and
proportionate adjustments shall be made in the number and
class of shares subject to the Plan and to the options
granted under the Plan, and the exercise price of such
options, in the event of a stock dividend (but only on Common
Stock), stock split, reverse stock split, recapitalization,
reorganization or like change in the capital structure of the
Company.  To the extent that the foregoing adjustments relate
to stock or securities of the Company, such adjustments shall
be made by the Committee, the determination of which in that
respect shall be final, binding, and conclusive; provided
that no Incentive Option granted under the Plan shall be
adjusted in a manner that causes the option to fail to
continue to qualify as an incentive stock option within the
meaning of Section 422 of the Code.

24.     REORGANIZATION OR LIQUIDATION OF THE COMPANY

     In the event of (a) a liquidation of the Company, or (b)
a merger, reorganization, or consolidation of the Company
with any other corporation in which the Company is not the
surviving corporation or the Company becomes a wholly-owned
subsidiary of another corporation, or (c) any sale of all or
substantially all of the Company's assets, any unexercised
options then outstanding under the Plan shall be deemed
cancelled unless the surviving corporation in any such
merger, reorganization or consolidation or the acquiring
corporation in any such sale elects to assume the options
under the Plan or to issue substitute options in place
thereof; provided, however, that if any options granted under
the Plan would be cancelled in accordance with the foregoing,
the optionee shall have the right, exercisable during a 10-
day period ending on the fifth day prior to the effective
date of such liquidation, merger, reorganization,
consolidation or sale, to exercise the optionee's Option in
whole or in part without regard to any installment exercise
provisions in the optionee's Option Agreement. If any options
or portion thereof originally designated as Incentive Options
would cease to qualify as incentive stock options under
Section 422 of the Code as a result of the exercise of such
options in accordance with the preceding sentence,  then such
Incentive Options or portion thereof shall be redesignated as
Non-qualified Options.  The Company shall give each Optionee
at least thirty (30) days prior written notice of the
anticipated effective date of any such liquidation, merger,
reorganization, consolidation or sale.  Notwithstanding
anything in this Plan or in any Option Agreement to the
contrary, (i) all option exercises effected during the
foregoing 10-day period shall be deemed to be effective
immediately prior to the closing of such liquidation, merger,
reorganization, consolidation or sale and (ii), if the
Company abandons or otherwise fails to close any such
liquidation, merger, reorganization, consolidation or sale,
then (A) all exercises during the foregoing 10-day period
shall cease to be effective ab initio and (B) the outstanding
Options shall be exercisable as otherwise determined under
the applicable Option Agreement and without consideration of
this Section or the corresponding provisions of any Option
Agreement.

25.     APPROVAL OF SHAREHOLDERS; EFFECTIVE DATE

     This Plan shall not take effect until approved by the
affirmative vote of the holders of a majority of the Common
Stock of the Company present, or represented, and entitled to
vote at a meeting of shareholders duly held in accordance
with the laws of the State of California, solicited in
accordance with the rules and regulations of the Securities
and Exchange Commission, which approval must occur within the
period beginning twelve (12) months before and ending twelve
(12) months after the date such amendments are adopted by the
Board of Directors.

26.     OPTION AGREEMENTS

     The Option Agreements entered into hereunder shall
contain such other provisions, including, without limitation,
restrictions upon the exercise of an option, as the Committee
shall deem advisable.  Incentive Option Agreements shall
contain such limitations and restrictions upon the exercise
of options as shall be necessary in order that such options
will constitute an "incentive stock option" as defined in
Section 422 of the Code or to conform to any change in the
law.

27.     INDEMNIFICATION

     In addition to such other rights of indemnification as
they may have as members of the Board, the members of the
Committee administering the Plan shall be indemnified by the
Company against reasonable expenses, including attorney's
fees, actually and necessarily incurred in connection with
the defense of any action, suit, or proceeding, or in
connection with any appeal therein, to which they or any of
them may be a party by reason of any action taken or failure
to act under or in connection with the Plan or any option
granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by
independent legal counsel selected by the Company) or paid by
them in satisfaction of a judgment in any action, suit, or
proceeding, except in relation to matters as to which it
shall be adjudged in such action, suit, or proceeding that
such member is liable for negligence or misconduct in the
performance of his duties.  The indemnification provided for
in this Section shall be available only if, within sixty (60)
days after institution of any such action, suit, or
proceeding, the member of the Committee seeking
indemnification shall in writing offer the Company the
opportunity, at its own expense, to handle and defend the
same.

CERTIFICATE OF SECRETARY

     The undersigned, being the Corporate Secretary of the
Company, does hereby certify that (a) the foregoing Plan was
adopted by the Board of Directors of the Company at a duly
called and held meeting of the Board of Directors on January
29, 1992, and that the Plan was approved by the shareholders
of the Company at a duly called and held meeting of the
shareholders on April 28, 1992, (b) the Amended and Restated
Plan effective as of November 22, 1994, was adopted by the
Board of Directors of the Company at a duly called and held
meeting of the Board of Directors on November 22, 1996 and
(c) the Amended and Restated Plan effective as of February
27, 1996, was adopted by the Board of Directors of the
Company at a duly called and held meeting of the Board of
Directors on February 27, 1996, and was approved by the
shareholders of the Company at a duly called and held meeting
of shareholders on April 23, 1996.

Dated: May 22, 1996       /s/ Jay D. Smith
                          Jay D. Smith, Esq.,
                          Corporate Secretary

FORMS OF RESTRICTED STOCK OPTION AGREEMENTS
(Nonstatutory Stock Option)
Exhibit 4.1.1

SANTA BARBARA BANCORP

RESTRICTED STOCK OPTION AGREEMENT

(Nonstatutory Stock Option)

     THIS AGREEMENT ("Agreement") is entered into this
day of
                     , 19     , between SANTA BARBARA BANCORP
("the Company") and                    , ("Employee").

RECITALS

     WHEREAS, the Company has duly adopted a Restricted Stock
Option Plan, (the "Plan"), which was adopted by the Board of
Directors of the Company on January 29, 1992, and approved by
the shareholders of the Company on April 28, 1992; and

     WHEREAS, the Plan provides for the issuance of non
statutory stock options (options which do not qualify as
Incentive Stock Options, as defined in Section 422 of the
Internal Revenue Code); and

     WHEREAS, Employee has been designated by the Committee
which administers the Plan as the recipient of a Nonstatutory
Stock Option (the "Option") under the Plan.

AGREEMENT

     NOW, THEREFORE:

1.     GRANT

     The Company hereby grants to Employee the option to
purchase an aggregate of            shares of the Company's
Common Stock at a price of $         per share, (which price
the Company has determined to be 100% of the fair market
value of the shares at the time of grant).

2.     OPTION PERIOD

     The period during which the option granted hereby may be
exercised (hereinafter called the "Option Period") shall
commence after the expiration of six (6) months following the
date hereof and shall terminate five (5) years from the date
hereof, subject to the provisions governing earlier
termination in Section 5, below.

3.     EXERCISE

     3.1  Vesting.  The Option shall "vest" and become
exercisable in accordance with the provisions of Section 1 of
Exhibit A attached hereto.

     3.2  Option Exercise Price.  The option price must be
paid (a) in cash or check or (b) by the tender of other
Shares of Common Stock owned by the Employee, having a fair
market value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said option is
intended to be exercised, or (c) any combination of such
methods of payment.

     3.3  Stock-for-Stock Exercises.  In the event that the
option price is paid, whether in whole or in part, through
the tender of shares of Common Stock of the Company already
owned by the Employee, then this Option must be exercised for
a minimum of at least 100 shares, or the total number of
shares remaining subject to the Option, if less than 100
shares.

     3.4  Periodic Exercise.  The Option may be exercised by
Employee with respect to some or all of the shares of Common
Stock and other securities covered by the Option at any time
and from time to time on or after the date on which the
Option becomes exercisable with respect to such shares;
provided that the Option may not be exercised at any one time
with respect to less that one hundred (100) shares of Common
Stock unless the number of shares with respect to which the
Option is exercised is the total number of shares with
respect to which the Option is exercisable at that time.

4.     RESTRICTION ON TRANSFER OF STOCK ISSUED

     Any and all shares of Common Stock and other securities,
if any, issued pursuant to this Agreement shall be subject to
the restrictions on transfer, if any, set forth in Section 2
of Exhibit A attached hereto.  Any restriction on transfer
set forth in Exhibit A attached hereto shall not apply to
Employee's transfer of shares of Common Stock to the Company
in payment of all or any portion of the exercise price
payable on exercise of this Option.  Appropriate legends
shall be placed on any certificates evidencing any shares of
Common Stock or other securities issued upon exercise of this
Option, and appropriate stop transfer instructions shall be
given to the Company's transfer agent.

5.     EXPIRATION

     This Option shall expire upon the occurrence of the
following events:

     5.1      Thirty (30) days following termination of
employment, other than as a result of the Employee's
retirement, death or disability;

     5.2      Immediately upon retirement of Employee in
accordance with the Company's retirement policy; provided,
however, that Employee may within three (3) months after the
date of retirement (but in no event beyond the period of time
for which the options evidenced by this Agreement are
granted) exercise the option as to those shares with respect
to which installments, if any, had accrued and were
exercisable as of the date on which Employee retired; and

     5.3      Twelve (12) months after the death or permanent
disability (as defined in the Company's Incentive and
Investment Profit Sharing Plan and Trust) of Employee while
in the employ of the Company (but in no event beyond the
period of time for which the options evidenced by this
Agreement are granted).  During such twelve-month period,
Employee (or his personal representative) or the persons to
whom the Employee's rights under this Agreement shall have
passed by will or by the applicable laws of descent and
distribution, shall have the right to exercise the Option
evidenced by this Agreement to the extent that installments,
if any, had accrued and were exercisable as of the date of
Employee's death or disability.

6.      TAX WITHHOLDING

     To the extent that the exercise of any Option granted
hereunder gives rise to an obligation on the part of the
Company to withhold from amounts otherwise to be paid to the
Employee, the Company shall do so on such terms and in
accordance with such procedures as may be required under
applicable law. At the election of the Employee, withholding
may be made in shares of the Common Stock of the Company
which would otherwise be issued as a result of the exercise;
provided, however, that such an election must be an
irrevocable election which is made at last six (6) months
prior to the exercise of the Option, in accordance with
regulations and interpretations of the Securities and
Exchange Commission.  If withholding is made in shares of the
Company's stock, the Company shall grant a Reload Option(s),
in accordance with the terms and conditions specified in the
Plan, for the number of shares so withheld.

7.     NO LIMIT ON GRANT

     The options evidenced by this Agreement are nonstatutory
or non-qualified stock options and not incentive stock
options as defined in Section 422 of the Internal Revenue
Code.  As nonstatutory stock options issued pursuant to the
Plan, they are not subject to any limitations as to the
aggregate fair market value of the stock subject to such
options and, specifically, shall not be subject to the
$100,000 limitation specified in Internal Revenue Code
Section 422(b)(7).

8.     RECAPITALIZATION OF COMPANY

     Except as otherwise provided herein, appropriate and
proportionate adjustments shall be made in the number and
class of shares subject to the Option, and the exercise price
of the Option, in the event of a stock dividend (but only on
Common Stock), stock-split, reverse stock-split,
recapitalization, reorganization or like change in the
capital structure of the Company.  To the extent that the
foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Committee, the
determination of which in that respect shall be final,
binding, and conclusive.

9.     REORGANIZATION OR LIQUIDATION OF THE COMPANY

     In the event of (a) a liquidation of the Company, or (b)
a merger, reorganization, or consolidation of the Company
with any other corporation in which the Company is not the
surviving corporation or the Company becomes a wholly-owned
subsidiary of another corporation, or (c) any sale of all or
substantially all of the Company's assets, any unexercised
portion of this Option shall be deemed cancelled unless the
surviving corporation in any such merger, reorganization or
consolidation or the acquiring corporation in any such sale
elects to assume the Option or to issue substitute options in
place thereof; provided, however, that if the unexercised
portion of this Option would be cancelled in accordance with
the foregoing, Employee shall have the right, exercisable
during a 10-day period ending on the fifth day prior to the
effective date of such liquidation, merger, reorganization,
consolidation or sale, to exercise the Option in whole or in
part without regard to any installment exercise provisions in
this Agreement.  The Company shall give Employee at least
thirty (30) days prior written notice of the anticipated
effective date of any such liquidation, merger,
reorganization, consolidation or sale.  Notwithstanding
anything in the Plan or this Agreement to the contrary, (i)
any exercise of the Option effected during the foregoing 10-
day period shall be deemed to be effective immediately prior
to the closing of such liquidation, merger, reorganization,
consolidation or sale and (ii), if the Company abandons or
otherwise fails to close any such liquidation, merger,
reorganization, consolidation or sale, then (A) any exercise
during the foregoing 10-day period shall cease to be
effective ab initio and (B) the unexercised portion of the
Option shall be exercisable as otherwise determined under
this Agreement and without consideration of this Section.

10.     SECURITIES COMPLIANCE

     Should the Company at any time determine that the
listing, registration, qualification, or exemption of the
shares covered by this Option is required on any securities
exchange or under any state or federal law, or should the
Company determine that the notification, consent, or approval
of any governmental regulatory authority is necessary or
desirable as a condition to the exercise of this Option, then
this Option may not be exercised, in whole or in part, unless
and until such listing, registration, qualification,
notification, consent, or approval shall have been effected,
obtained, or given, free of any conditions not acceptable to
the Company.

11.     METHOD OF EXERCISE

     The Option granted pursuant to this Agreement shall be
exercised by delivery to a designated representative of the
Committee administering the Plan, a written notice specifying
(a) the number of shares which Employee (or his personal
representative) then desires to purchase, (b) the name or
names in which Employee desires to have the shares issued,
and (c) that the options being exercised are nonstatutory
options granted pursuant to this Agreement.  Employee may
designate in the notice of exercise that some or all of the
shares to be issued upon such exercise shall be issued in the
name of Employee's spouse, the trustee of a revocable trust
in which Employee and his or her spouse are the sole primary
beneficiaries, Employee's prior spouse, or any combination of
the foregoing.  Notwithstanding anything in this Agreement to
the contrary, Employee may not designate in the notice of
exercise that any of the shares shall be issued to Employee's
ex-spouse unless such issuance is to be made incident to
Employee's divorce within the meaning of Section 1041 of the
Code.
Said notice shall be accompanied by full payment of the
aggregate purchase price for the shares being acquired.  The
Company shall, as soon as practicable thereafter, issue and
deliver to Employee, the necessary certificate or
certificates evidencing the number of shares purchased
(excluding any fractional shares) in the name of Employee
and/or such other person(s) as Employee has properly
designated in the notice of exercise.  The Company shall have
no obligation to deal directly with, and shall have no
liability to, any person other than Employee, or Employee's
personal representative if Employee has died or become
permanently disabled prior to the delivery of the shares.
Employee shall indemnify and hold harmless the Company, and
each of its officers, directors, employees and agents, from
and against any and all claims made by any person other than
Employee, or Employee's personal representative, who is
designated in the notice of exercise.  The Company shall pay
all expenses, taxes and other charges payable in connection
with the preparation, issue and delivery of the foregoing
stock certificates, except that, in case such stock
certificates shall be registered in a name or names other
than the name of Employee, funds sufficient to pay all stock
transfer taxes which shall be payable upon the issuance of
such stock certificates shall be paid by Employee at the time
of the delivery of the notice of exercise.

12.     NON-TRANSFERABILITY

     Options granted pursuant to this Agreement are not
transferable by Employee other than by will or by the laws of
descent and distribution.  Said options are exercisable
during Employee's lifetime only by Employee (or Employee's
legal representative).  Any attempt by Employee to assign or
transfer the options granted herein other than as provided in
this Section shall be null and void.  If Employee designates
in the written notice of exercise any person other than
Employee, or Employee's personal representative, to whom
stock certificates should be issued upon such exercise, the
Company may require, as a condition to such exercise, that
Employee and the other persons designated in the notice of
exercise represent and warrant to the Company that Employee
has neither transferred or assigned, nor attempted to
transfer or assign, all or any portion of this Option prior
to Employee's delivery of the notice of exercise, payment of
the exercise price, and performance of the other conditions
required to be performed by Employee in connection with such
exercise of this Option and that such other persons are
either Employee's spouse, the trustee of a revocable trust in
which Employee and his or her spouse are the sole primary
beneficiaries, or Employee's ex-spouse and the issuance to
such person is being made incident to Employee's divorce.

13.      NO SHAREHOLDER RIGHTS

     Employee shall not be deemed to be a shareholder of the
Company with respect to the shares covered by the options
granted herein unless and until such shares shall have been
issued to Employee upon exercise of said options and the
exercise price therefor has been paid for in full.

14.     INTERPRETATION

     This Agreement is subject to all of the terms and
conditions of the Plan, and in the event of any conflict
between any of the provisions of this Agreement and any of
the provisions of the Plan, the applicable provisions of the
Plan shall control.  The Committee administering the Plan
shall have full power to interpret the provisions of this
Agreement and of the Plan and to decide any dispute which may
arise hereunder or thereunder.  Said Committee's action shall
be final and conclusive upon all persons affected thereby.
All references in this Plan to Employee shall mean and
include Employee's personal representative if Employee has
died or become permanently disabled prior to the time in
question.

15.     AMENDMENT

     The Board of Directors of the Company shall have such
power to amend or terminate the Plan as is specified in the
Plan.  Such amendment or termination shall not, however,
affect any options then outstanding hereunder.

16.     SUCCESSORS

     This Agreement shall be binding upon the heirs,
executors, administrators and successors of the parties
hereto.

17.     SUBSIDIARIES

     The term "Company" as used herein shall include Santa
Barbara Bancorp and any of its subsidiaries.

18.     TAX MATTERS

     Employee understands that the grant and exercise of the
Option under this Agreement will have tax and legal
consequences to Employee and that the Company is not making
any representation to Employee and is not advising Employee
as to the tax or other legal consequences of the grant or
exercise of this Option or of any other action taken or to be
taken by Employee under this Agreement or with respect to the
Option.  Employee shall be solely responsible for determining
such tax and legal consequences to Employee and for obtaining
such advice as Employee deems appropriate.

EMPLOYEE ACKNOWLEDGES THAT IT IS EMPLOYEE'S SOLE
RESPONSIBILITY TO EVALUATE AND DETERMINE THE TAX AND LEGAL
CONSEQUENCES TO EMPLOYEE OF THIS AGREEMENT AND EMPLOYEE'S
EXERCISE OF THE OPTION AND ACQUISITION OF THE SHARES AND THAT
THE COMPANY HAS NOT ADVISED, AND HAS NO OBLIGATION TO ADVISE,
EMPLOYEE WITH RESPECT TO ANY SUCH TAX AND LEGAL CONSEQUENCES,
EVEN IF EMPLOYEE REQUESTS THE COMPANY TO DO SO.

19.     SPOUSAL CONSENT

     If Employee is married or otherwise deemed to have a
spouse for purposes of California law, Employee shall have
his or her spouse execute the form of Spousal Consent
attached to this Agreement, as such form may be amended or
revised by the Company from time to time, contemporaneously
with the execution of this Agreement and on each exercise of
the Option by Employee.  Notwithstanding anything in this
Agreement to the contrary, if Employee is married or
otherwise deemed to have a spouse for purposes of California
law, (a) this Agreement and the Option shall not be effective
for any purpose until Employee delivers to the Company a duly
executed Spousal Consent form and (b) the exercise of the
Option shall not be effective and the Company shall not be
obligated to issue to Employee any shares covered by the
Option until Employee delivers to the Company a duly executed
Spousal Consent form.

20.     ENTIRE AGREEMENT

     This Agreement and the Plan collectively contain the
entire understanding between the parties with respect to the
subject matter hereof, and supersede any and all prior
written or oral agreements between the parties with respect
to the subject matter hereof.  There are no representations,
agreements, arrangements, or understandings, either written
or oral, between or among the parties with respect to the
subject matter hereof which are not set forth in this
Agreement.

21.     GOVERNING LAW

     This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California
applicable to contracts made and to be fully performed in the
State of California.

22.     NOTICES

     Any notice given pursuant to this Agreement shall be in
writing and shall be given by personal service or by United
States certified mail, return receipt requested, postage
prepaid to the addresses appearing on the signature page of
this Agreement or such other address as may be given by
either party for purposes of this Agreement.  Notice given by
personal service shall be deemed effective on the date it is
delivered to the addressee, and notice mailed shall be deemed
effective on the third day following its placement in the
mail addressed to the addressee.  Either party may change its
address for notice purposes by giving the other party notice
of such change in accordance with this Section.
Notwithstanding anything herein to the contrary, any notice
that consists solely of notice of the change of address of
any party may be given by regular mail.

23.     INCORPORATION OF EXHIBITS

     Each and all of the Exhibits to this Agreement are, by
this reference, incorporated herein to the same extent as if
they were set forth in full herein.

     IN WITNESS WHEREOF, the parties have entered into this
Restricted Stock Option Agreement as of the date first above
written.

"COMPANY":

SANTA BARBARA BANCORP

By:

Its:

1021 Anacapa Street
Santa Barbara, CA 93102
Attn:

"EMPLOYEE":

Signature of Employee

Name of Employee

Address of Employee

Exhibit A

Vesting; Restrictions on Transfer

     Set forth below are the terms on which the Option shall
vest and the restrictions on transfer, if any, that are
applicable to the shares of Common Stock and other securities
issued upon exercise of this Option.  The provisions that are
applicable to this Option are those that are initialed by the
Company and Employee.  In the event that either (a) the
Company and Employee do not initial a subsection under either
Section 1 or Section 2 of this Exhibit or (b) the Company and
Employee initial more than one subsection in either Section 1
or Section 2, then Section 1.1 and Section 2.1 shall apply
for all purposes under this Agreement.

1.     Vesting

     1.1     Five-Year Vesting.  The Option shall "vest" and
become exercisable in equal annual installments over a period
of five (5) years.  Specifically, Employee shall become
entitled to purchase an additional 20% of the total number of
option shares specified in Section 1 of the Agreement (on a
cumulative basis) during each one-year period following the
date of the Agreement.  Thus, during the first year following
the date of the Agreement, Employee shall be entitled to
exercise this Option to purchase 20% of the total number of
option shares; 40% during the second year; 60% during the
third year; 80% during the fourth year; and 100% during the
fifth year.

          Company initial          Employee initial

     1.2     Other Vesting.  The Option shall "vest" and
become exercisable in equal                 installments over
a period of             (    ) years.

          Company initial          Employee initial

2.     Restriction on Transfer.

     2.1     Five-Year Restriction.  None of the shares of
Common Stock and other securities issued upon exercise of the
Option may be sold, exchanged, transferred, pledged,
hypothecated or otherwise disposed of, without the prior
written approval of the Committee, for a period of five (5)
years following the date this Agreement and two (2) years
following the date of exercise of the Option as to those
shares of Common Stock and/or other securities issued upon
such exercise, whichever is later.  The foregoing restriction
on transfer shall not apply to Employee's transfer of shares
of Common Stock to the Company in payment of all or any
portion of the exercise price payable on exercise of this
Option, or to Employee's election to satisfy his tax
withholding obligation, if any, with respect to any exercise
of this Option through shares which otherwise would be issued
as a result of the exercise.  Appropriate legends shall be
placed on any certificates evidencing any shares issued upon
exercise of this Option, and appropriate stop transfer
instructions shall be given to the Company's transfer agent.

          Company initial     Employee initial

     2.2     Other Restriction.  None of the shares of Common
Stock and other securities issued upon exercise of the Option
may be sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of, without the prior written approval of
the Committee, for a period of             (   ) years
following the date this Agreement and
                 (    ) years following the date of exercise
of the Option as to those shares of Common Stock and/or other
securities issued upon such exercise, whichever is later.
The foregoing restriction on transfer shall not apply to
Employee's transfer of shares of Common Stock to the Company
in payment of all or any portion of the exercise price
payable on exercise of this Option, or to Employee's election
to satisfy his tax withholding obligation, if any, with
respect to any exercise of this Option through shares which
otherwise would be issued as a result of the exercise.
Appropriate legends shall be placed on any certificates
evidencing any shares issued upon exercise of this Option,
and appropriate stop transfer instructions shall be given to
the Company's transfer agent.

          Company initial     Employee initial

     2.3     No Restriction.  The shares of Common Stock and
other securities issued upon exercise of the Option may be
sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of at any time without the prior written
approval of the Committee.

          Company initial     Employee initial

CONSENT OF SPOUSE

     I acknowledge that I have read the foregoing Restricted
Stock Option Agreement (the "Agreement") and that I know its
contents. I am aware that by its provisions my spouse agrees
to not sell the Shares that may be issued upon exercise of
the Option, including my community interest, if any, in them,
during certain periods specified in the Agreement.  I hereby
approve of the provisions of the Agreement, agree that such
Shares and my community property interest in them, if any,
are subject to the provisions of the Agreement and that I
will take no action at any time to hinder operation of the
Agreement or to attempt the sale or transfer of any of the
Shares, including my community property interest in them, if
any, other than pursuant to the terms of the Agreement.

     Date                               spouse of
 .

FORMS OF RESTRICTED STOCK OPTION AGREEMENTS
(Nonstatutory Stock Option)
Exhibit 4.1.2

SANTA BARBARA BANCORP

RESTRICTED STOCK OPTION AGREEMENT

(Nonstatutory Stock Option)

     THIS AGREEMENT ("Agreement") is entered into this
day of                      , 19     , between SANTA BARBARA
BANCORP ("the Company") and                    ("Employee").

RECITALS

     WHEREAS, the Company has duly adopted a Restricted Stock
Option Plan, (the "Plan"), which was adopted by the Board of
Directors of the Company on January 29, 1992, and approved by
the shareholders of the Company on April 28, 1992; and

     WHEREAS, the Plan provides for the issuance of non-
statutory stock options (options which do not qualify as
Incentive Stock Options, as defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code")); and

     WHEREAS, Employee has been designated by the Committee
which administers the Plan as the recipient of a Nonstatutory
Stock Option (the "Option") under the Plan.

AGREEMENT

     NOW, THEREFORE:

1.     GRANT

     The Company hereby grants to Employee the option to
purchase an aggregate of            shares of the Company's
Common Stock at a price of $         per share, (which price
the Company has determined to be 100% of the fair market
value of the shares at the time of grant).

2.     OPTION PERIOD

     The period during which the option granted hereby may be
exercised (hereinafter called the "Option Period") shall
commence after the expiration of six (6) months following the
date hereof and shall terminate ten (10) years from the date
hereof, subject to the provisions governing earlier
termination in Section 5, below.

3.     EXERCISE

     3.1  Vesting.  The Option shall "vest" and become
exercisable in accordance with the provisions of Section 1 of
Exhibit A attached hereto.

     3.2  Option Exercise Price.  The option price must be
paid (a) in cash or check or (b) by the tender of other
Shares of Common Stock owned by the Employee, having a fair
market value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said option is
intended to be exercised, or (c) any combination of such
methods of payment.

     3.3  Stock-for-Stock Exercises.  In the event that the
option price is paid, whether in whole or in part, through
the tender of shares of Common Stock of the Company already
owned by the Employee, then this Option must be exercised for
a minimum of at least 100 shares, or the total number of
shares remaining subject to the Option, if less than 100
shares.

     3.4  Periodic Exercise.  The Option may be exercised by
Employee with respect to some or all of the shares of Common
Stock and other securities covered by the Option at any time
and from time to time on or after the date on which the
Option becomes exercisable with respect to such shares;
provided that the Option may not be exercised at any one time
with respect to less that one hundred (100) shares of Common
Stock unless the number of shares with respect to which the
Option is exercised is the total number of shares with
respect to which the Option is exercisable at that time.

4.     RESTRICTION ON TRANSFER OF STOCK ISSUED

     Any and all shares of stock and other securities, if
any, issued pursuant to this Agreement shall be subject to
the restrictions on transfer, if any, set forth in Section 2
of Exhibit A attached hereto.  Any restriction on transfer
set forth in Exhibit A attached hereto shall not apply to
Employee's transfer of shares of Common Stock to the Company
in payment of all or any portion of the exercise price
payable on exercise of this Option.  Appropriate legends
shall be placed on any certificates evidencing any shares of
Common Stock or other securities issued upon exercise of this
Option, and appropriate stop transfer instructions shall be
given to the Company's transfer agent.

5.     EXPIRATION

     This Option shall expire upon the occurrence of the
following events:

     5.1      Thirty (30) days following termination of
employment, other than as a result of the Employee's
retirement, death or disability;

     5.2      Immediately upon retirement of Employee in
accordance with the Company's retirement policy; provided,
however, that Employee may within three (3) months after the
date of retirement (but in no event beyond the period of time
for which the options evidenced by this Agreement are
granted) exercise the option as to those shares with respect
to which installments, if any, had accrued and were
exercisable as of the date on which Employee retired; and

     5.3      Twelve (12) months after the death or permanent
disability (as defined in the Company's Incentive and
Investment Profit Sharing Plan and Trust) of Employee while
in the employ of the Company (but in no event beyond the
period of time for which the options evidenced by this
Agreement are granted).  During such twelve-month period,
Employee (or his personal representative) or the persons to
whom the Employee's rights under this Agreement shall have
passed by will or by the applicable laws of descent and
distribution, shall have the right to exercise the Option
evidenced by this Agreement to the extent that installments,
if any, had accrued and were exercisable as of the date of
Employee's death or disability.

6.      TAX WITHHOLDING

     To the extent that the exercise of any Option granted
hereunder gives rise to an obligation on the part of the
Company to withhold from amounts otherwise to be paid to the
Employee, the Company shall do so on such terms and in
accordance with such procedures as may be required under
applicable law. At the election of the Employee, withholding
may be made in shares of the Common Stock of the Company
which would otherwise be issued as a result of the exercise;
provided, however, that such an election must be an
irrevocable election which is made at last six (6) months
prior to the exercise of the Option, in accordance with
regulations and interpretations of the Securities and
Exchange Commission.  If withholding is made in shares of the
Company's stock, the Company shall grant a Reload Option(s),
in accordance with the terms and conditions specified in the
Plan, for the number of shares so withheld.

7.     NO LIMIT ON GRANT

     The options evidenced by this Agreement are nonstatutory
or non-qualified stock options and not incentive stock
options as defined in Section 422 of the Internal Revenue
Code.  As nonstatutory stock options issued pursuant to the
Plan, they are not subject to any limitations as to the
aggregate fair market value of the stock subject to such
options and, specifically, shall not be subject to the
$100,000 limitation specified in Internal Revenue Code
Section 422(b)(7).

8.     RECAPITALIZATION OF COMPANY

     Except as otherwise provided herein, appropriate and
proportionate adjustments shall be made in the number and
class of shares subject to the Option, and the exercise price
of the Option, in the event of a stock dividend (but only on
Common Stock), stock-split, reverse stock-split,
recapitalization, reorganization or like change in the
capital structure of the Company.  To the extent that the
foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Committee, the
determination of which in that respect shall be final,
binding, and conclusive.

9.     REORGANIZATION OR LIQUIDATION OF THE COMPANY

     In the event of (a) a liquidation of the Company, or (b)
a merger, reorganization, or consolidation of the Company
with any other corporation in which the Company is not the
surviving corporation or the Company becomes a wholly-owned
subsidiary of another corporation, or (c) any sale of all or
substantially all of the Company's assets, any unexercised
portion of this Option shall be deemed cancelled unless the
surviving corporation in any such merger, reorganization or
consolidation or the acquiring corporation in any such sale
elects to assume the Option or to issue substitute options in
place thereof; provided, however, that if the unexercised
portion of this Option would be cancelled in accordance with
the foregoing, Employee shall have the right, exercisable
during a 10-day period ending on the fifth day prior to the
effective date of such liquidation, merger, reorganization,
consolidation or sale, to exercise the Option in whole or in
part without regard to any installment exercise provisions in
this Agreement.  The Company shall give Employee at least
thirty (30) days prior written notice of the anticipated
effective date of any such liquidation, merger,
reorganization, consolidation or sale.  Notwithstanding
anything in the Plan or this Agreement to the contrary, (i)
any exercise of the Option effected during the foregoing 10-
day period shall be deemed to be effective immediately prior
to the closing of such liquidation, merger, reorganization,
consolidation or sale and (ii), if the Company abandons or
otherwise fails to close any such liquidation, merger,
reorganization, consolidation or sale, then (A) any exercise
during the foregoing 10-day period shall cease to be
effective ab initio and (B) the unexercised portion of the
Option shall be exercisable as otherwise determined under
this Agreement and without consideration of this Section.

10.     SECURITIES COMPLIANCE

     Should the Company at any time determine that the
listing, registration, qualification, or exemption of the
shares covered by this Option is required on any securities
exchange or under any state or federal law, or should the
Company determine that the notification, consent, or approval
of any governmental regulatory authority is necessary or
desirable as a condition to the exercise of this Option, then
this Option may not be exercised, in whole or in part, unless
and until such listing, registration, qualification,
notification, consent, or approval shall have been effected,
obtained, or given, free of any conditions not acceptable to
the Company.

11.     METHOD OF EXERCISE

     The Option granted pursuant to this Agreement shall be
exercised by delivery to a designated representative of the
Committee administering the Plan, a written notice specifying
(a) the number of shares which Employee (or his personal
representative) then desires to purchase, (b) the name or
names in which Employee desires to have the shares issued,
and (c) that the options being exercised are nonstatutory
options granted pursuant to this Agreement.  Employee may
designate in the notice of exercise that some or all of the
shares to be issued upon such exercise shall be issued in the
name of Employee's spouse, the trustee of a revocable trust
in which Employee and his or her spouse are the sole primary
beneficiaries, Employee's prior spouse, or any combination of
the foregoing.  Notwithstanding anything in this Agreement to
the contrary, Employee may not designate in the notice of
exercise that any of the shares shall be issued to Employee's
ex-spouse unless such issuance is to be made incident to
Employee's divorce within the meaning of Section 1041 of the
Code. Said notice shall be accompanied by full payment of the
aggregate purchase price for the shares being acquired.  The
Company shall, as soon as practicable thereafter, issue and
deliver to Employee the necessary certificate or certificates
evidencing the number of shares purchased (excluding any
fractional shares) in the name of Employee, and/or such other
person(s) as Employee has properly designated in the notice
of exercise.  The Company shall have no obligation to deal
directly with, and shall have no liability to, any person
other than Employee, or Employee's personal representative if
Employee has died or become permanently disabled prior to the
delivery of the shares.  Employee shall indemnify and hold
harmless the Company, and each of its officers, directors,
employees and agents, from and against any and all claims
made by any person other than Employee, or Employee's
personal representative, who is designated in the notice of
exercise.  The Company shall pay all expenses, taxes and
other charges payable in connection with the preparation,
issue and delivery of the foregoing stock certificates,
except that, in case such stock certificates shall be
registered in a name or names other than the name of
Employee, funds sufficient to pay all stock transfer taxes
which shall be payable upon the issuance of such stock
certificates shall be paid by Employee at the time of the
delivery of the notice of exercise.

12.     NON-TRANSFERABILITY

     Options granted pursuant to this Agreement are not
transferable by Employee other than by will or by the laws of
descent and distribution.  Said options are exercisable
during Employee's lifetime only by Employee (or Employee's
legal representative).  Any attempt by Employee to assign or
transfer the options granted herein other than as provided in
this Section shall be null and void.  If Employee designates
in the written notice of exercise any person other than
Employee, or Employee's personal representative, to whom
stock certificates should be issued upon such exercise, the
Company may require, as a condition to such exercise, that
Employee and the other persons designated in the notice of
exercise represent and warrant to the Company that Employee
has neither transferred or assigned, nor attempted to
transfer or assign, all or any portion of this Option prior
to Employee's delivery of the notice of exercise, payment of
the exercise price, and performance of the other conditions
required to be performed by Employee in connection with such
exercise of this Option and that such other persons are
either Employee's spouse, the trustee of a revocable trust in
which Employee and his or her spouse are the sole primary
beneficiaries, or Employee's ex-spouse and the issuance to
such person is being made incident to Employee's divorce.

13.      NO SHAREHOLDER RIGHTS

     Employee shall not be deemed to be a shareholder of the
Company with respect to the shares covered by the options
granted herein unless and until such shares shall have been
issued to Employee upon exercise of said options and the
exercise price therefore has been paid for in full.

14.     INTERPRETATION

     This Agreement is subject to all of the terms and
conditions of the Plan, and in the event of any conflict
between any of the provisions of this Agreement and any of
the provisions of the Plan, the applicable provisions of the
Plan shall control.  The Committee administering the Plan
shall have full power to interpret the provisions of this
Agreement and of the Plan and to decide any dispute which may
arise hereunder or thereunder.  Said Committee's action shall
be final and conclusive upon all persons affected thereby.
All references in this Plan to Employee shall mean and
include Employee's personal representative if Employee has
died or become permanently disabled prior to the time in
question.

15.     AMENDMENT

     The Board of Directors of the Company shall have such
power to amend or terminate the Plan as is specified in the
Plan.  Such amendment or termination shall not, however,
affect any options then outstanding hereunder.

16.     SUCCESSORS

     This Agreement shall be binding upon the heirs,
executors, administrators and successors of the parties
hereto.

17.     SUBSIDIARIES

     The term "Company" as used herein shall include Santa
Barbara Bancorp and any of its subsidiaries.

18.     TAX MATTERS

     Employee understands that the grant and exercise of the
Option under this Agreement will have tax and legal
consequences to Employee and that the Company is not making
any representation to Employee and is not advising Employee
as to the tax or other legal consequences of the grant or
exercise of this Option or of any other action taken or to be
taken by Employee under this Agreement or with respect to the
Option.  Employee shall be solely responsible for determining
such tax and legal consequences to Employee and for obtaining
such advice as Employee deems appropriate.

EMPLOYEE ACKNOWLEDGES THAT IT IS EMPLOYEE'S SOLE
RESPONSIBILITY TO EVALUATE AND DETERMINE THE TAX AND LEGAL
CONSEQUENCES TO EMPLOYEE OF THIS AGREEMENT AND EMPLOYEE'S
EXERCISE OF THE OPTION AND ACQUISITION OF THE SHARES AND THAT
THE COMPANY HAS NOT ADVISED, AND HAS NO OBLIGATION TO ADVISE,
EMPLOYEE WITH RESPECT TO ANY SUCH TAX AND LEGAL CONSEQUENCES,
EVEN IF EMPLOYEE REQUESTS THE COMPANY TO DO SO.

19.     SPOUSAL CONSENT

     If Employee is married or otherwise deemed to have a
spouse for purposes of California law, Employee shall have
his or her spouse execute the form of Spousal Consent
attached to this Agreement, as such form may be amended or
revised by the Company from time to time, contemporaneously
with the execution of this Agreement and on each exercise of
the Option by Employee.  Notwithstanding anything in this
Agreement to the contrary, if Employee is married or
otherwise deemed to have a spouse for purposes of California
law, (a) this Agreement and the Option shall not be effective
for any purpose until Employee delivers to the Company a duly
executed Spousal Consent form and (b) the exercise of the
Option shall not be effective and the Company shall not be
obligated to issue to Employee any shares covered by the
Option until Employee delivers to the Company a duly executed
Spousal Consent form.

20.     ENTIRE AGREEMENT

     This Agreement and the Plan collectively contain the
entire understanding between the parties with respect to the
subject matter hereof, and supersede any and all prior
written or oral agreements between the parties with respect
to the subject matter hereof.  There are no representations,
agreements, arrangements, or understandings, either written
or oral, between or among the parties with respect to the
subject matter hereof which are not set forth in this
Agreement.

21.     GOVERNING LAW

     This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California
applicable to contracts made and to be fully performed in the
State of California.

22.     NOTICES

     Any notice given pursuant to this Agreement shall be in
writing and shall be given by personal service or by United
States certified mail, return receipt requested, postage
prepaid to the addresses appearing on the signature page of
this Agreement or such other address as may be given by
either party for purposes of this Agreement.  Notice given by
personal service shall be deemed effective on the date it is
delivered to the addressee, and notice mailed shall be deemed
effective on the third day following its placement in the
mail addressed to the addressee.  Either party may change its
address for notice purposes by giving the other party notice
of such change in accordance with this Section.
Notwithstanding anything herein to the contrary, any notice
that consists solely of notice of the change of address of
any party may be given by regular mail.

23.     INCORPORATION OF EXHIBITS

     Each and all of the Exhibits to this Agreement are, by
this reference, incorporated herein to the same extent as if
they were set forth in full herein.

     IN WITNESS WHEREOF, the parties have entered into this
Restricted Stock Option Agreement as of the date first above
written.

"COMPANY":

SANTA BARBARA BANCORP

By:

Its:

1021 Anacapa Street
Santa Barbara, CA 93102
Attn:

"EMPLOYEE":

Signature of Employee

Name of Employee

Address of Employee

Exhibit A

Vesting; Restrictions on Transfer

     Set forth below are the terms on which the Option shall
vest and the restrictions on transfer, if any, that are
applicable to the shares of Common Stock and other securities
issued upon exercise of this Option.  The provisions that are
applicable to this Option are those that are initialed by the
Company and Employee.  In the event that either (a) the
Company and Employee do not initial a subsection under either
Section 1 or Section 2 of this Exhibit or (b) the Company and
Employee initial more than one subsection in either Section 1
or Section 2, then Section 1.1 and Section 2.1 shall apply
for all purposes under this Agreement.

1.     Vesting

     1.1     Five-Year Vesting.  The Option shall "vest" and
become exercisable in equal annual installments over a period
of five (5) years.  Specifically, Employee shall become
entitled to purchase an additional 20% of the total number of
option shares specified in Section 1 of the Agreement (on a
cumulative basis) during each one-year period following the
date of the Agreement.  Thus, during the first year following
the date of the Agreement, Employee shall be entitled to
exercise this Option to purchase 20% of the total number of
option shares; 40% during the second year; 60% during the
third year; 80% during the fourth year; and 100% during the
fifth year.

          Company initial     Employee initial

     1.2     Other Vesting.  The Option shall "vest" and
become exercisable in equal                 installments over
a period of             (    ) years.

          Company initial     Employee initial

2.     Restriction on Transfer.

     2.1     Five-Year Restriction.  None of the shares of
Common Stock and other securities issued upon exercise of the
Option may be sold, exchanged, transferred, pledged,
hypothecated or otherwise disposed of, without the prior
written approval of the Committee, for a period of five (5)
years following the date this Agreement and two (2) years
following the date of exercise of the Option as to those
shares of Common Stock and/or other securities issued upon
such exercise, whichever is later.  The foregoing restriction
on transfer shall not apply to Employee's transfer of shares
of Common Stock to the Company in payment of all or any
portion of the exercise price payable on exercise of this
Option or to Employee's election to satisfy his tax
withholding obligation with respect to any exercise of this
Option through shares which otherwise would be issued as a
result of the exercise.  Appropriate legends shall be placed
on any certificates evidencing any shares issued upon
exercise of this Option, and appropriate stop transfer
instructions shall be given to the Company's transfer agent.

          Company initial     Employee initial

     2.2     Other Restriction.  None of the shares of Common
Stock and other securities issued upon exercise of the Option
may be sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of, without the prior written approval of
the Committee, for a period of             (   ) years
following the date this Agreement and                 (    )
years following the date of exercise of the Option as to
those shares of Common Stock and/or other securities issued
upon such exercise, whichever is later.  The foregoing
restriction on transfer shall not apply to Employee's
transfer of shares of Common Stock to the Company in payment
of all or any portion of the exercise price payable on
exercise of this Option or to Employee's election to satisfy
his tax withholding  obligation with respect to any exercise
of this Option through  shares which otherwise would be
issued as a result of the exercise.  Appropriate legends
shall be placed on any certificates evidencing any shares
issued upon exercise of this Option, and appropriate stop
transfer instructions shall be given to the Company's
transfer agent.

          Company initial     Employee initial

     2.3     No Restriction.  The shares of Common Stock and
other securities issued upon exercise of the Option may be
sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of at any time without the prior written
approval of the Committee.

          Company initial     Employee initial

CONSENT OF SPOUSE

     I acknowledge that I have read the foregoing Restricted
Stock Option Agreement (the "Agreement") and that I know its
contents. I am aware that by its provisions my spouse agrees
to not sell the Shares that may be issued upon exercise of
the Option, including my community interest, if any, in them,
during certain periods specified in the Agreement.  I hereby
approve of the provisions of the Agreement, agree that such
Shares and my community property interest in them, if any,
are subject to the provisions of the Agreement and that I
will take no action at any time to hinder operation of the
Agreement or to attempt the sale or transfer of any of the
Shares, including my community property interest in them, if
any, other than pursuant to the terms of the Agreement.

     Date                                   , spouse of

FORM OF INCENTIVE STOCK OPTION AGREEMENT
Exhibit 4.1.3

SANTA BARBARA BANCORP

RESTRICTED STOCK OPTION AGREEMENT

(Incentive Stock Option)

     THIS AGREEMENT ("Agreement") is entered into this    day
of                  , 19   , between SANTA BARBARA BANCORP (the
"Company") and                            ("Employee").

RECITALS

     WHEREAS, the Company has duly adopted a Stock Option
Plan, (the "Plan"), which was adopted by the Board of
Directors of the Company on January 29, 1992, and approved by
the shareholders of the Company on April 28, 1992; and

     WHEREAS, the Plan provides for the issuance of incentive
stock options, as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"); and

     WHEREAS, Employee has been designated by the Committee
which administers the Plan as the recipient of an incentive
stock option under the Plan.

AGREEMENT

     NOW, THEREFORE:

1.     GRANT

     The Company hereby grants to Employee the option to
purchase an aggregate of             shares of the Company's
Common Stock at a price of $         per share, (which price
the Company has determined to be 100% of the fair market
value at the time of grant).

2.     OPTION PERIOD

     The period during which the option granted hereby may be
exercised (hereinafter called the "Option Period") shall
commence after the expiration of six (6) months following the
date hereof and shall terminate five years from the date
hereof, subject to the provisions governing earlier
termination in paragraph 4, below.

3.     EXERCISE

     3.1  Vesting.  The Option shall "vest" and become
exercisable in accordance with the provisions of Section 1 of
Exhibit A attached hereto.

     3.2  Option Exercise Price.  The option price must be
paid (a) in cash or check or (b) by the tender of other
Shares of Common Stock owned by the Employee, having a fair
market value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said option is
intended to be exercised, or (c)  any combination of such
methods of payment.

     3.3  Stock-for-Stock Exercises.  In the event that the
option price is paid, whether in whole or in part, through
the tender of shares of Common Stock of the Company already
owned by the Employee, then this Option must be exercised for
a minimum of at least 100 shares, or the total number of
shares remaining subject to the Option, if less than 100
shares.

     3.4     Periodic Exercise.  The Option may be exercised
by Employee with respect to some or all of the shares of
Common Stock and other securities covered by the Option at
any time and from time to time on or after the date on which
the Option becomes exercisable with respect to such shares;
provided that the Option may not be exercised at any one time
with respect to less that one hundred (100) shares of Common
Stock unless the number of shares with respect to which the
Option is exercised is the total number of shares with
respect to which the Option is exercisable at that time.

4.     RESTRICTION ON TRANSFER OF STOCK ISSUED

     Any and all shares of Common Stock and other securities,
if any, issued pursuant to this Agreement shall be subject to
the restrictions on transfer, if any, set forth in Section 2
of Exhibit A attached hereto.  Any restriction on transfer
set forth in Exhibit A attached hereto shall not apply to
Employee's transfer of shares of Common Stock to the Company
in payment of all or any portion of the exercise price
payable on exercise of this Option.  Appropriate legends
shall be placed on any certificates evidencing any shares of
Common Stock or other securities issued upon exercise of this
Option, and appropriate stop transfer instructions shall be
given to the Company's transfer agent.

5.     EXPIRATION

     This Option shall expire upon the occurrence of the
following events:

     5.1      Thirty (30) days following termination of
employment, other than as a result of the Employee's
retirement, death or disability;

     5.2      Immediately upon retirement of Employee in
accordance with the Company's retirement policy; provided,
however, that Employee may within three (3) months after the
date of retirement (but in no event beyond the period of time
for which the options evidenced by this Agreement are
granted) exercise the option as to those shares with respect
to which installments, if any, had accrued and were
exercisable as of the date on which Employee retired; and

     5.3      Twelve (12) months after the death or permanent
disability (as defined in the Company's Incentive and
Investment Profit Sharing Plan and Trust) of Employee while
in the employ of the Company (but in no event beyond the
period of time for which the options evidenced by this
Agreement are granted).  During such twelve-month period,
Employee (or his personal representative) or the persons to
whom the Employee's rights under this Agreement shall have
passed by will or by the applicable laws of descent and
distribution, shall have the right to exercise the Option
evidenced by this Agreement to the extent that installments,
if any, had accrued and were exercisable as of the date of
Employee's death or disability.

6.      TAX WITHHOLDING

     To the extent that the exercise of any Option granted
hereunder gives rise to an obligation on the part of the
Company to withhold from amounts otherwise to be paid to the
Employee, the Company shall do so on such terms and in
accordance with such procedures as may be required under
applicable law. At the election of the Employee, withholding
may be made in shares of the Common Stock of the Company
which would otherwise be issued as a result of the exercise;
provided, however, that such an election must be an
irrevocable election which is made at last six (6) months
prior to the exercise of the Option, in accordance with
regulations and interpretations of the Securities and
Exchange Commission.  If withholding is made in shares of the
Company's stock, the Company shall grant a Reload Option(s),
in accordance with the terms and conditions specified in the
Plan, for the number of shares so withheld.

7.     LIMIT ON GRANT

     The aggregate fair market value, as determined by the
Committee, of the shares of Common Stock with respect to
which this Option is exercisable for the first time by
Employee during any calendar year shall not exceed the
difference between (a) One Hundred Thousand Dollars
($100,000) and (b) the sum of the fair market value, as
determined by the Committee, as of the time the options, if
any, were granted, of the shares of Common Stock covered by
this Option and all other incentive stock options granted to
Employee under the Plan and all other incentive stock option
plans of the Company and which are exercisable for the first
time by the Employee during such calendar year. If the
aggregate fair market value of the shares with respect to
which this Option first becomes exercisable in any calendar
year exceeds such $100,000 limitation, the portion of this
Option which is in excess of the $100,000 limitation shall be
treated as a Non-qualified Option pursuant to Section
422(d)(1) of the Code.  This Section is intended to comply
with the provisions of Section 422 of the Code and shall be
interpreted so as to comply with the provisions of such
Section of the Code.  Nothing in this Section shall obligate
the Company, to grant options or any additional options to
Employee under this Plan or any other stock option plan here
or hereafter adopted by the Company.

8.     RECAPITALIZATION OF COMPANY

     Except as otherwise provided herein, appropriate and
proportionate adjustments shall be made in the number and
class of shares subject to the Option, and the exercise price
of the Option, in the event of a stock dividend (but only on
Common Stock), stock-split, reverse stock-split,
recapitalization, reorganization or like change in the
capital structure of the Company.  To the extent that the
foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Committee, the
determination of which in that respect shall be final,
binding, and conclusive; provided that this Option shall not
be adjusted in a manner that causes the Option to fail to
continue to qualify as an incentive stock option within the
meaning of Section 422 of the Code.

9.     REORGANIZATION OR LIQUIDATION OF THE COMPANY

     In the event of (a) a liquidation of the Company, or (b)
a merger, reorganization, or consolidation of the Company
with any other corporation in which the Company is not the
surviving corporation or the Company becomes a wholly-owned
subsidiary of another corporation, or (c) any sale of all or
substantially all of the Company's assets, any unexercised
portion of this Option shall be deemed cancelled unless the
surviving corporation in any such merger, reorganization or
consolidation or the acquiring corporation in any such sale
elects to assume the Option or to issue substitute options in
place thereof; provided, however, that if the unexercised
portion of this Option would be cancelled in accordance with
the foregoing, Employee shall have the right, exercisable
during a 10-day period ending on the fifth day prior to the
effective date of such liquidation, merger, reorganization,
consolidation or sale, to exercise the Option in whole or in
part without regard to any installment exercise provisions in
this Agreement.  If the Option or portion thereof originally
designated as an Incentive Option would cease to qualify as
an incentive stock option under Section 422 of the Code as a
result of the exercise of the Option in accordance with the
preceding sentence,  then the Option or portion thereof shall
be redesignated as a non-qualified stock option.  The Company
shall give Employee at least thirty (30) days prior written
notice of the anticipated effective date of any such
liquidation, merger, reorganization, consolidation or sale.
Notwithstanding anything in the Plan or this Agreement to the
contrary, (i) any exercise of the Option effected during the
foregoing 10-day period shall be deemed to be effective
immediately prior to the closing of such liquidation, merger,
reorganization, consolidation or sale and (ii), if the
Company abandons or otherwise fails to close any such
liquidation, merger, reorganization, consolidation or sale,
then (A) any exercise during the foregoing 10-day period
shall cease to be effective ab initio and (B) the unexercised
portion of the Option shall be exercisable as otherwise
determined under this Agreement and without consideration of
this Section.

10.     SECURITIES COMPLIANCE

     Should the Company at any time determine that the
listing, registration, qualification, or exemption of the
shares covered by this Option is required on any securities
exchange or under any state or federal law, or should the
Company determine that the notification, consent, or approval
of any governmental regulatory authority is necessary or
desirable as a condition to the exercise of this Option, then
this Option may not be exercised, in whole or in part, unless
and until such listing, registration, qualification,
notification, consent, or approval shall have been effected,
obtained, or given, free of any conditions not acceptable to
the Company.

11.     METHOD OF EXERCISE

     The Option granted pursuant to this Agreement shall be
exercised by delivery to a designated representative of the
Committee administering the Plan, a written notice specifying
(a) the number of shares which Employee (or his personal
representative) then desires to purchase, (b) the name or
names in which Employee desires to have the shares issued,
and (c) that the options being exercised are incentive stock
options granted pursuant to this Agreement.  Employee may
designate in the notice of exercise that some or all of the
shares to be issued upon such exercise shall be issued in the
name of Employee's spouse, the trustee of a revocable trust
in which Employee and his or her spouse are the sole primary
beneficiaries, Employee's prior spouse, or any combination of
the foregoing.  Notwithstanding anything in this Agreement to
the contrary, Employee may not designate in the notice of
exercise that any of the shares shall be issued to Employee's
ex-spouse unless such issuance is to be made incident to
Employee's divorce within the meaning of Section 1041 of the
Code.  Said notice shall be accompanied by full payment of
the aggregate purchase price for the shares being acquired.
The Company shall, as soon as practicable thereafter, issue
and deliver to Employee the necessary certificate or
certificates evidencing the number of shares purchased
(excluding any fractional shares) in the name of Employee
and/or such other person(s) as Employee has properly
designated in the notice of exercise.  The Company shall have
no obligation to deal directly with, and shall have no
liability to, any person other than Employee, or Employee's
personal representative if Employee has died or become
permanently disabled prior to the delivery of the shares.
Employee shall indemnify and hold harmless the Company, and
each of its officers, directors, employees and agents, from
and against any and all claims made by any person other than
Employee, or Employee's personal representative, who is
designated in the notice of exercise.  The Company shall pay
all expenses, taxes and other charges payable in connection
with the preparation, issue and delivery of the foregoing
stock certificates, except that, in case such stock
certificates shall be registered in a name or names other
than the name of Employee, funds sufficient to pay all stock
transfer taxes which shall be payable upon the issuance of
such stock certificates shall be paid by Employee at the time
of the delivery of the notice of exercise.

12.     NON-TRANSFERABILITY

     Options granted pursuant to this Agreement are not
transferable by Employee other than by will or by the laws of
descent and distribution.  Said options are exercisable
during Employee's lifetime only by Employee (or Employee's
legal representative).  Any attempt by Employee to assign or
transfer the options granted herein other than as provided in
this paragraph shall be null and void.  If Employee
designates in the written notice of exercise any person other
than Employee, or Employee's personal representative, to whom
stock certificates should be issued upon such exercise, the
Company may require, as a condition to such exercise, that
Employee and the other persons designated in the notice of
exercise represent and warrant to the Company that Employee
has neither transferred or assigned, nor attempted to
transfer or assign, all or any portion of this Option prior
to Employee's delivery of the notice of exercise, payment of
the exercise price, and performance of the other conditions
required to be performed by Employee in connection with such
exercise of this Option and that such other persons are
either Employee's spouse, the trustee of a revocable trust in
which Employee and his or her spouse are the sole primary
beneficiaries, or Employee's ex-spouse and the issuance to
such person is being made incident to Employee's divorce.

13.     NO SHAREHOLDER RIGHTS

     Employee shall not be deemed to be a shareholder of the
Company with respect to the shares covered by the options
granted herein unless and until such shares shall have been
issued to Employee upon exercise of said options and the
exercise price therefor has been paid for in full.

14.     INTERPRETATION

     This Agreement is subject to all of the terms and
conditions of the Plan, and in the event of any conflict
between any of the provisions of this Agreement and any of
the provisions of the Plan, the applicable provisions of the
Plan shall control. The Committee administering the Plan
shall have full power to interpret the provisions of this
Agreement and of the Plan and to decide any dispute which may
arise hereunder or thereunder.  Said Committee's action shall
be final and conclusive upon all persons affected thereby.
All references in this Plan to Employee shall mean and
include Employee's personal representative if Employee has
died or become permanently disabled prior to the time in
question.

15.     AMENDMENT

     The Board of Directors of the Company shall have such
power to amend or terminate the Plan as is specified in the
Plan.  Such amendment or termination shall not, however,
affect any options then outstanding hereunder.

16.     SUCCESSORS

     This Agreement shall be binding upon the heirs,
executors, administrators and successors of the parties
hereto.

17.     SUBSIDIARIES

     The term "Company" as used herein shall include Santa
Barbara Bancorp and any of its subsidiaries.

18.     TAX MATTERS

     Employee understands that the grant and exercise of the
Option under this Agreement will have tax and legal
consequences to Employee and that the Company is not making
any representation to Employee and is not advising Employee
as to the tax or other legal consequences of the grant or
exercise of this Option or of any other action taken or to be
taken by Employee under this Agreement or with respect to the
Option.  Employee shall be solely responsible for determining
such tax and legal consequences to Employee and for obtaining
such advice as Employee deems appropriate.

EMPLOYEE ACKNOWLEDGES THAT IT IS EMPLOYEE'S SOLE
RESPONSIBILITY TO EVALUATE AND DETERMINE THE TAX AND LEGAL
CONSEQUENCES TO EMPLOYEE OF THIS AGREEMENT AND EMPLOYEE'S
EXERCISE OF THE OPTION AND ACQUISITION OF THE SHARES AND THAT
THE COMPANY HAS NOT ADVISED, AND HAS NO OBLIGATION TO ADVISE,
EMPLOYEE WITH RESPECT TO ANY SUCH TAX AND LEGAL CONSEQUENCES,
EVEN IF EMPLOYEE REQUESTS THE COMPANY TO DO SO.

19.     SPOUSAL CONSENT

     If Employee is married or otherwise deemed to have a
spouse for purposes of California law, Employee shall have
his or her spouse execute the form of Spousal Consent
attached to this Agreement, as such form may be amended or
revised by the Company from time to time, contemporaneously
with the execution of this Agreement and on each exercise of
the Option by Employee.  Notwithstanding anything in this
Agreement to the contrary, if Employee is married or
otherwise deemed to have a spouse for purposes of California
law, (a) this Agreement and the Option shall not be effective
for any purpose until Employee delivers to the Company a duly
executed Spousal Consent form and (b) the exercise of the
Option shall not be effective and the Company shall not be
obligated to issue to Employee any shares covered by the
Option until Employee delivers to the Company a duly executed
Spousal Consent form.

20.     ENTIRE AGREEMENT

     This Agreement and the Plan collectively contain the
entire understanding between the parties with respect to the
subject matter hereof, and supersede any and all prior
written or oral agreements between the parties with respect
to the subject matter hereof.  There are no representations,
agreements, arrangements, or understandings, either written
or oral, between or among the parties with respect to the
subject matter hereof which are not set forth in this
Agreement.

21.     GOVERNING LAW

     This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California
applicable to contracts made and to be fully performed in the
State of California.

22.     NOTICES

     Any notice given pursuant to this Agreement shall be in
writing and shall be given by personal service or by United
States certified mail, return receipt requested, postage
prepaid to the addresses appearing on the signature page of
this Agreement or such other address as may be given by
either party for purposes of this Agreement.  Notice given by
personal service shall be deemed effective on the date it is
delivered to the addressee, and notice mailed shall be deemed
effective on the third day following its placement in the
mail addressed to the addressee.  Either party may change its
address for notice purposes by giving the other party notice
of such change in accordance with this Section.
Notwithstanding anything herein to the contrary, any notice
that consists solely of notice of the change of address of
any party may be given by regular mail.

23.     INCORPORATION OF EXHIBITS

     Each and all of the Exhibits to this Agreement are, by
this reference, incorporated herein to the same extent as if
they were set forth in full herein.

     IN WITNESS WHEREOF, the parties have entered into this
Restricted Stock Option Agreement as of the date first above
written.

"COMPANY":

SANTA BARBARA BANCORP

By:

Its:

1021 Anacapa Street
Santa Barbara, CA 93102
Attn:

"EMPLOYEE":

Signature of Employee

Name of Employee

Address of Employee

Vesting; Restrictions on Transfer

     Set forth below are the terms on which the Option shall
vest and the restrictions on transfer, if any, that are
applicable to the shares of Common Stock and other securities
issued upon exercise of this Option.  The provisions that are
applicable to this Option are those that are initialed by the
Company and Employee.  In the event that either (a) the
Company and Employee do not initial a subsection under either
Section 1 or Section 2 of this Exhibit or (b) the Company and
Employee initial more than one subsection in either Section 1
or Section 2, then Section 1.1 and Section 2.1 shall apply
for all purposes under this Agreement.

1.     Vesting

     1.1     Five-Year Vesting.  The Option shall "vest" and
become exercisable in equal annual installments over a period
of five (5) years.  Specifically, Employee shall become
entitled to purchase an additional 20% of the total number of
option shares specified in Section 1 of the Agreement (on a
cumulative basis) during each one-year period following the
date of the Agreement.  Thus, during the first year following
the date of the Agreement, Employee shall be entitled to
exercise this Option to purchase 20% of the total number of
option shares; 40% during the second year; 60% during the
third year; 80% during the fourth year; and 100% during the
fifth year.

          Company initial     Employee initial

     1.2     Other Vesting.  The Option shall "vest" and
become exercisable in equal                 installments over
a period of
             (    ) years.

          Company initial     Employee initial

2.     Restriction on Transfer.

     2.1     Five-Year Restriction.  None of the shares of
Common Stock and other securities issued upon exercise of the
Option may be sold, exchanged, transferred, pledged,
hypothecated or otherwise disposed of, without the prior
written approval of the Committee, for a period of five (5)
years following the date this Agreement and two (2) years
following the date of exercise of the Option as to those
shares of Common Stock and/or other securities issued upon
such exercise, whichever is later.  The foregoing restriction
on transfer shall not apply to Employee's transfer of shares
of Common Stock to the Company in payment of all or any
portion of the exercise price payable on exercise of this
Option, or to Employee's election to satisfy his tax
withholding obligation, if any, with respect to any exercise
of this Option through shares which otherwise would be issued
as a result of the exercise.  Appropriate legends shall be
placed on any certificates evidencing any shares issued upon
exercise of this Option, and appropriate stop transfer
instructions shall be given to the Company's transfer agent.

          Company initial     Employee initial

     2.2     Other Restriction.  None of the shares of Common
Stock and other securities issued upon exercise of the Option
may be sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of, without the prior written approval of
the Committee, for a period of             (   ) years
following the date this Agreement and
                 (    ) years following the date of exercise
of the Option as to those shares of Common Stock and/or other
securities issued upon such exercise, whichever is later.
The foregoing restriction on transfer shall not apply to
Employee's transfer of shares of Common Stock to the Company
in payment of all or any portion of the exercise price
payable on exercise of this Option, or to Employee's election
to satisfy his tax withholding obligation, if any, with
respect to any exercise of this Option through shares which
otherwise would be issued as a result of the exercise.
Appropriate legends shall be placed on any certificates
evidencing any shares issued upon exercise of this Option,
and appropriate stop transfer instructions shall be given to
the Company's transfer agent.

          Company initial     Employee initial

     2.3     No Restriction.  The shares of Common Stock and
other securities issued upon exercise of the Option may be
sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of at any time without the prior written
approval of the Committee.

          Company initial     Employee initial

CONSENT OF SPOUSE

     I acknowledge that I have read the foregoing Restricted
Stock Option Agreement (the "Agreement") and that I know its
contents. I am aware that by its provisions my spouse agrees
to not sell the Shares that may be issued upon exercise of
the Option, including my community interest, if any, in them,
during certain periods specified in the Agreement.  I hereby
approve of the provisions of the Agreement, agree that such
Shares and my community property interest in them, if any,
are subject to the provisions of the Agreement and that I
will take no action at any time to hinder operation of the
Agreement or to attempt the sale or transfer of any of the
Shares, including my community property interest in them, if
any, other than pursuant to the terms of the Agreement.

     Date                                   , spouse of

FORM OF NONSTATUTORY "RELOAD" OPTION
Exhibit 4.1.4

SANTA BARBARA BANCORP

RESTRICTED STOCK OPTION AGREEMENT

(NONSTATUTORY RELOAD OPTION)

     THIS AGREEMENT ("Agreement") is entered into this
day of
                      , 19     , between SANTA BARBARA
BANCORP ("the Company") and                  , ("Employee").

RECITALS

     WHEREAS, the Company has duly adopted a Restricted Stock
Option Plan, (the "Plan"), which was adopted by the Board of
Directors of the Company on January 29, 1992, and approved by
the shareholders of the Company on April 28, 1992; and

     WHEREAS, the Plan provides for the issuance of non
statutory stock options (options which do not qualify as
Incentive Stock Options, as defined in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"); and

     WHEREAS, Employee has exercised an option previously
granted under the Plan (the "Original Option") through the
tender of shares of the Common Stock of the Company
previously held by the Optionee, and the Optionee is
therefore entitled under the Plan to an award and grant of
this Reload Option;

AGREEMENT

     NOW, THEREFORE:

1.     GRANT

     The Company hereby grants to Employee the option to
purchase an aggregate of            shares of the Company's
Common Stock at a price of $         per share, (which price
the Company has determined to be 100% of the fair market
value of the shares at the time of grant).

2.     OPTION PERIOD

     The period during which the option granted hereby may be
exercised (hereinafter called the "Option Period") shall
commence after the expiration of six (6) months following the
date hereof and, subject to the provisions governing earlier
termination set forth in Section 5, below, shall terminate on
the later of (a) the date of expiration or earlier
termination of the Original Option and (b) five (5) years
following the date hereof (namely,
                 ).

3.     EXERCISE

     3.1  Vesting.  The Option shall "vest" and become
exercisable in accordance with the provision of Section 1 of
Exhibit A attached hereto.

     3.2  Option Exercise Price.  The option price must be
paid (a) in cash or check or (b) by the tender of other
Shares of Common Stock owned by the Employee, having a fair
market value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said option is
intended to be exercised, or (c) any combination of such
methods of payment.

     3.3  Stock-for-Stock Exercises.  In the event that the
option price is paid, whether in whole or in part, through
the tender of shares of Common Stock of the Company already
owned by the Employee, then this Option must be exercised for
a minimum of at least 100 shares, or the total number of
shares remaining subject to the Option, if less than 100
shares.

     3.4  Periodic Exercise.  The Option may be exercised by
Employee with respect to some or all of the shares of Common
Stock and other securities covered by the Option at any time
and from time to time on or after the date on which the
Option becomes exercisable with respect to such shares;
provided that the Option may not be exercised at any one time
with respect to less that one hundred (100) shares of Common
Stock unless the number of shares with respect to which the
Option is exercised is the total number of shares with
respect to which the Option is exercisable at that time.

4.     RESTRICTION ON TRANSFER OF STOCK ISSUED

     Any and all shares of Common Stock and other securities
issued pursuant to this Agreement shall be subject to the
restrictions on transfer set forth in Exhibit A attached
hereto.  Any restriction on transfer set forth in Exhibit A
attached hereto shall not apply to Employee's transfer of
shares of Common Stock to the Company in payment of all or
any portion of the exercise price payable on exercise of this
Option.  Appropriate legends shall be placed on any
certificates evidencing any shares of Common Stock or other
securities issued upon exercise of this Option, and
appropriate stop transfer instructions shall be given to the
Company's transfer agent.

5.     EXPIRATION

     This option shall expire and terminate upon the
occurrence of the following events:

     5.1      Thirty (30) days following termination of
employment, other than as a result of the Employee's
retirement, death or disability;

     5.2      Immediately upon retirement of Employee in
accordance with the Company's retirement policy; provided,
however, that Employee may within three (3) months after the
date of retirement (but in no event beyond the period of time
for which the options evidenced by this Agreement are
granted) exercise the option as to those shares with respect
to which installments, if any, had accrued and were
exercisable as of the date on which Employee retired; and

     5.3      Twelve (12) months after the death or permanent
disability (as defined in the Company's Incentive and
Investment Profit Sharing Plan and Trust) of Employee while
in the employ of the Company (but in no event beyond the
period of time for which the options evidenced by this
Agreement are granted).  During such twelve-month period,
Employee (or his personal representative) or the persons to
whom the Employee's rights under this Agreement shall have
passed by will or by the applicable laws of descent and
distribution, shall have the right to exercise the Option
evidenced by this Agreement to the extent that installments,
if any, had accrued and were exercisable as of the date of
Employee's death or disability.

     5.4      If the shares of Common Stock of the Company
which are issued upon exercise of the Original Option (which
gave rise to the issuance of this Reload Option) are sold
within one (1) year following the exercise of the Original
Option; provided that, for purposes of this Section, Employee
shall not be deemed to have sold any such shares of Common
Stock if Employee transfers such shares of Common Stock to
the Company in payment of all or any portion of the exercise
price of this Option or any other option granted by the
Company to Employee or in satisfaction of any tax withholding
obligation relating to the exercise of this Option or any
other option granted by the Company to Employee.

6.      TAX WITHHOLDING

     To the extent that the exercise of any Option granted
hereunder gives rise to an obligation on the part of the
Company to withhold from amounts otherwise to be paid to the
Employee, the Company shall do so on such terms and in
accordance with such procedures as may be required under
applicable law. At the election of the Employee, withholding
may be made in shares of the Common Stock of the Company
which would otherwise be issued as a result of the exercise;
provided, however, that such an election must be an
irrevocable election which is made at last six (6) months
prior to the exercise of the Option, in accordance with
regulations and interpretations of the Securities and
Exchange Commission.  If withholding is made in shares of the
Company's stock, the Company shall grant a Reload Option(s),
in accordance with the terms and conditions specified in the
Plan, for the number of shares so withheld.

7.     NO LIMIT ON GRANT

     The options evidenced by this Agreement are nonstatutory
or non-qualified stock options and not incentive stock
options as defined in Section 422 of the Internal Revenue
Code.  As nonstatutory stock options issued pursuant to the
Plan, they are not subject to any limitations as to the
aggregate fair market value of the stock subject to such
options and, specifically, shall not be subject to the
$100,000 limitation specified in Internal Revenue Code
Section 422(b)(7).

8.     RECAPITALIZATION OF COMPANY

     Except as otherwise provided herein, appropriate and
proportionate adjustments shall be made in the number and
classof shares subject to the Option, and the exercise price
of the Option, in the event of a stock dividend (but only on
Common Stock), stock-split, reverse stock-split,
recapitalization, reorganization or like change in the
capital structure of the Company.  To the extent that the
foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Committee, the
determination of which in that respect shall be final,
binding, and conclusive.

9.     REORGANIZATION OR LIQUIDATION OF THE COMPANY

     In the event of (a) a liquidation of the Company, or (b)
a merger, reorganization, or consolidation of the Company
with any other corporation in which the Company is not the
surviving corporation or the Company becomes a wholly-owned
subsidiary of another corporation, or (c) any sale of all or
substantially all of the Company's assets, any unexercised
portion of this Option shall be deemed cancelled unless the
surviving corporation in any such merger, reorganization or
consolidation or the acquiring corporation in any such sale
elects to assume the Option or to issue substitute options in
place thereof; provided, however, that if the unexercised
portion of this Option would be cancelled in accordance with
the foregoing, Employee shall have the right, exercisable
during a 10-day period ending on the fifth day prior to the
effective date of such liquidation, merger, reorganization,
consolidation or sale, to exercise the Option in whole or in
part without regard to any installment exercise provisions in
this Agreement.  The Company shall give Employee at least
thirty (30) days prior written notice of the anticipated
effective date of any such liquidation, merger,
reorganization, consolidation or sale.  Notwithstanding
anything in the Plan or this Agreement to the contrary, (i)
any exercise of the Option effected during the foregoing 10-
day period shall be deemed to be effective immediately prior
to the closing of such liquidation, merger, reorganization,
consolidation or sale and (ii), if the Company abandons or
otherwise fails to close any such liquidation, merger,
reorganization, consolidation or sale, then (A) any exercise
during the foregoing 10-day period shall cease to be
effective ab initio and (B) the unexercised portion of the
Option shall be exercisable as otherwise determined under
this Agreement and without consideration of this Section.

10.     SECURITIES COMPLIANCE

     Should the Company at any time determine that the
listing, registration, qualification, or exemption of the
shares covered by this Option is required on any securities
exchange or under any state or federal law, or should the
Company determine that the notification, consent, or approval
of any governmental regulatory authority is necessary or
desirable as a condition to the exercise of this Option, then
this Option may not be exercised, in whole or in part, unless
and until such listing, registration, qualification,
notification, consent, or approval shall have been effected,
obtained, or given, free of any conditions not acceptable to
the Company.

11.     METHOD OF EXERCISE

     The option granted pursuant to this Agreement shall be
exercised by delivery, to a designated representative of the
Committee administering the Plan, of a written notice
specifying (a) the number of shares which Employee (or his
personal representative) then desires to purchase, (b) the
name or names in which Employee desires to have the shares
issued, and (c) that the options being exercised are
nonstatutory options granted pursuant to this Agreement.
Employee may designate in the notice of exercise that some or
all of the shares to be issued upon such exercise shall be
issued in the name of Employee's spouse, the trustee of a
revocable trust in which Employee and his or her spouse are
the sole primary beneficiaries, Employee's prior spouse, or
any combination of the foregoing.  Notwithstanding anything
in this Agreement to the contrary, Employee may not designate
in the notice of exercise that any of the shares shall be
issued to Employee's ex-spouse unless such issuance is to be
made incident to Employee's divorce within the meaning of
Section 1041 of the Code.  Said notice shall be accompanied
by full payment of the aggregate purchase price for the
shares being acquired.  The Company shall, as soon as
practicable thereafter, issue and deliver to Employee, the
necessary certificate or certificates evidencing the number
of shares purchased (excluding any fractional shares) in the
name of Employee and/or such other person(s) as Employee has
properly designated in the notice of exercise.  The Company
shall have no obligation to deal directly with, and shall
have no liability to, any person other than Employee, or
Employee's personal representative if Employee has died or
become permanently disabled prior to the delivery of the
shares.  Employee shall indemnify and hold harmless the
Company, and each of its officers, directors, employees and
agents, from and against any and all claims made by any
person other than Employee, or Employee's personal
representative, who is designated in the notice of exercise
with respect to any matter related to this Option and/or the
delivery of any shares to such person.  The Company shall pay
all expenses, taxes and other charges payable in connection
with the preparation, issue and delivery of the foregoing
stock certificates, except that, in case such stock
certificates shall be registered in a name or names other
than the name of Employee, funds sufficient to pay all stock
transfer taxes which shall be payable upon the issuance of
such stock certificates shall be paid by Employee at the time
of the delivery of the notice of exercise.

12.     NON-TRANSFERABILITY

     Options granted pursuant to this Agreement are not
transferable by Employee other than by will or by the laws of
descent and distribution.  Said options are exercisable
during Employee's lifetime only by Employee (or Employee's
legal representative).  Any attempt by Employee to assign or
transfer the options granted herein other than as provided in
this Section shall be null and void.  If Employee designates
in the written notice of exercise any person other than
Employee, or Employee's personal representative, to whom
stock certificates should be issued upon such exercise, the
Company may require, as a condition to such exercise, that
Employee and the other persons designated in the notice of
exercise represent and warrant to the Company that Employee
has neither transferred or assigned, nor attempted to
transfer or assign, all or any portion of this Option prior
to Employee's delivery of the notice of exercise, payment of
the exercise price, and performance of the other conditions
required to be performed by Employee in connection with such
exercise of this Option and that such other persons are
either Employee's spouse, the trustee of a revocable trust in
which Employee and his or her spouse are the sole primary
beneficiaries, or Employee's ex-spouse and the issuance to
such person is being made incident to Employee's divorce.

13.      NO SHAREHOLDER RIGHTS

     Employee shall not be deemed to be a shareholder of the
Company with respect to the shares covered by the options
granted herein unless and until said shares shall have been
issued to Employee upon exercise of said options and the
exercise price therefor has been paid for in full.

14.     INTERPRETATION

     This Agreement is subject to all of the terms and
conditions of the Plan, and in the event of any conflict
between any of the provisions of this Agreement and any of
the provisions of the Plan, the applicable provisions of the
Plan shall control.  The Committee administering the Plan
shall have full power to interpret the provisions of this
Agreement and of the Plan and to decide any dispute which may
arise hereunder or thereunder.  Said Committee's action shall
be final and conclusive upon all persons affected thereby.
All references in this Agreement to Employee shall mean and
include Employee's personal representative if Employee has
died or become permanently disabled prior to the time in
question.

15.     AMENDMENT

     The Board of Directors of the Company shall have such
power to amend or terminate the Plan as is specified in the
Plan.  Such amendment or termination shall not, however,
affect any options then outstanding hereunder.

16.     SUCCESSORS

     This Agreement shall be binding upon the heirs,
executors, administrators and successors of the parties
hereto.

17.     SUBSIDIARIES

     The term "Company" as used herein shall include Santa
Barbara Bancorp and any of its subsidiaries.

18.     TAX MATTERS

     Employee understands that the grant and exercise of the
Option under this Agreement will have tax and legal
consequences to Employee and that the Company is not making
any representation to Employee and is not advising Employee
as to the tax or other legal consequences of the grant or
exercise of this Option or of any other action taken or to be
taken by Employee under this Agreement or with respect to the
Option.  Employee shall be solely responsible for determining
such tax and legal consequences to Employee and for obtaining
such advice as Employee deems appropriate.

EMPLOYEE ACKNOWLEDGES THAT IT IS EMPLOYEE'S SOLE
RESPONSIBILITY TO EVALUATE AND DETERMINE THE TAX AND LEGAL
CONSEQUENCES TO EMPLOYEE OF THIS AGREEMENT AND EMPLOYEE'S
EXERCISE OF THE OPTION AND ACQUISITION OF THE SHARES AND THAT
THE COMPANY HAS NOT ADVISED, AND HAS NO OBLIGATION TO ADVISE,
EMPLOYEE WITH RESPECT TO ANY SUCH TAX AND LEGAL CONSEQUENCES,
EVEN IF EMPLOYEE REQUESTS THE COMPANY TO DO SO.

19.     SPOUSAL CONSENT

     If Employee is married or otherwise deemed to have a
spouse for purposes of California law, Employee shall have
his or her spouse execute the form of Spousal Consent
attached to this Agreement, as such form may be amended or
revised by the Company from time to time, contemporaneously
with the execution of this Agreement and on each exercise of
the Option by Employee.  Notwithstanding anything in this
Agreement to the contrary, if Employee is married or
otherwise deemed to have a spouse for purposes of California
law, (a) this Agreement and the Option shall not be effective
for any purpose until Employee delivers to the Company a duly
executed Spousal Consent form and (b) the exercise of the
Option shall not be effective and the Company shall not be
obligated to issue to Employee any shares covered by the
Option until Employee delivers to the Company a duly executed
Spousal Consent form.

20.     ENTIRE AGREEMENT

     This Agreement and the Plan collectively contain the
entire understanding between the parties with respect to the
subject matter hereof, and supersede any and all prior
written or oral agreements between the parties with respect
to the subject matter hereof.  There are no representations,
agreements, arrangements, or understandings, either written
or oral, between or among the parties with respect to the
subject matter hereof which are not set forth in this
Agreement.

21.     GOVERNING LAW

     This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California
applicable to contracts made and to be fully performed in the
State of California.

22.     NOTICES

     Any notice given pursuant to this Agreement shall be in
writing and shall be given by personal service or by United
States certified mail, return receipt requested, postage
prepaid to the addresses appearing on the signature page of
this Agreement or such other address as may be given by
either party for purposes of this Agreement.  Notice given by
personal service shall be deemed effective on the date it is
delivered to the addressee, and notice mailed shall be deemed
effective on the third day following its placement in the
mail addressed to the addressee.  Either party may change its
address for notice purposes by giving the other party notice
of such change in accordance with this Section.
Notwithstanding anything herein to the contrary, any notice
that consists solely of notice of the change of address of
any party may be given by regular mail.

23.     INCORPORATION OF EXHIBITS

     Each and all of the Exhibits to this Agreement are, by
this reference, incorporated herein to the same extent as if
they were set forth in full herein.

     IN WITNESS WHEREOF, the parties have entered into this
Restricted Stock Option Agreement as of the date first above
written.

"COMPANY":

SANTA BARBARA BANCORP

By:

Its:

1021 Anacapa Street
Santa Barbara, CA 93102
Attn:

"EMPLOYEE":

Signature of Employee

Name of Employee

Address of Employee

Exhibit A

Vesting; Restrictions on Transfer

     Set forth below are the terms on which the Option shall
vest and the restrictions on transfer, if any, that are
applicable to the shares of Common Stock and other securities
issued upon exercise of this Option.  The provisions that are
applicable to this Option are those that are initialed by the
Company and Employee.  In the event that either (a) the
Company and Employee do not initial a subsection under either
Section 1 or Section 2 of this Exhibit or (b) the Company and
Employee initial more than one subsection in either Section 1
or Section 2, then Section 1.1 and Section 2.1 shall apply
for all purposes under this Agreement.

1.     Vesting

     1.1     One-Year Vesting.  The Option shall "vest" and
become exercisable one (1) year following the date of
exercise of the original option.

          Company initial     Employee initial

     1.2     Other Vesting.  The Option shall "vest" and
become exercisable in equal                 installments over
a period of             (    ) years.

          Company initial     Employee initial

2.     Restriction on Transfer.

     2.1     Five-Year Restriction.  None of the shares of
Common Stock and other securities issued upon exercise of the
Option may be sold, exchanged, transferred, pledged,
hypothecated or otherwise disposed of, without the prior
written approval of the Committee, for a period of five (5)
years following the date this Agreement and two (2) years
following the date of exercise of the Option as to those
shares of Common Stock and/or other securities issued upon
such exercise, whichever is later.  The foregoing restriction
on transfer shall not apply to Employee's transfer of shares
of Common Stock to the Company in payment of all or any
portion of the exercise price payable on exercise of this
Option, or to Employee's election to satisfy his tax
withholding obligation, if any, with respect to any exercise
of this Option through shares which otherwise would be issued
as a result of the exercise.  Appropriate legends shall be
placed on any certificates evidencing any shares issued upon
exercise of this Option, and appropriate stop transfer
instructions shall be given to the Company's transfer agent.

          Company initial     Employee initial

     2.2     Other Restriction.  None of the shares of Common
Stock and other securities issued upon exercise of the Option
may be sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of, without the prior written approval of
the Committee, for a period of             (   ) years
following the date this Agreement and
                 (    ) years following the date of exercise
of the Option as to those shares of Common Stock and/or other
securities issued upon such exercise, whichever is later.
The foregoing restriction on transfer shall not apply to
Employee's transfer of shares of Common Stock to the Company
in payment of all or any portion of the exercise price
payable on exercise of this Option, or to Employee's election
to satisfy his tax withholding obligation, if any, with
respect to any exercise of this Option through shares which
otherwise would be issued as a result of the exercise.
Appropriate legends shall be placed on any certificates
evidencing any shares issued upon exercise of this Option,
and appropriate stop transfer instructions shall be given to
the Company's transfer agent.

          Company initial     Employee initial

     2.3     No Restriction.  The shares of Common Stock and
other securities issued upon exercise of the Option may be
sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of at any time without the prior written
approval of the Committee.

          Company initial     Employee initial

CONSENT OF SPOUSE

     I acknowledge that I have read the foregoing Restricted
Stock Option Agreement (the "Agreement") and that I know its
contents. I am aware that by its provisions my spouse agrees
to not sell the Shares that may be issued upon exercise of
the Option, including my community interest, if any, in them,
during certain periods specified in the Agreement.  I hereby
approve of the provisions of the Agreement, agree that such
Shares and my community property interest in them, if any,
are subject to the provisions of the Agreement and that I
will take no action at any time to hinder operation of the
Agreement or to attempt the sale or transfer of any of the
Shares, including my community property interest in them, if
any, other than pursuant to the terms of the Agreement.

     Date                                   , spouse of

FORM OF INCENTIVE "RELOAD" OPTION
Exhibit 4.1.5

SANTA BARBARA BANCORP

RESTRICTED STOCK OPTION AGREEMENT

(INCENTIVE RELOAD OPTION)

     THIS AGREEMENT ("Agreement") is entered into this
day of            , 19   , between SANTA BARBARA BANCORP (the
"Company") and                                 ,("Employee").

RECITALS

     WHEREAS, the Company has duly adopted a Restricted Stock
Option Plan, (the "Plan"), which was adopted by the Board of
Directors of the Company on January 29, 1992, and approved by
the shareholders of the Company on April 28, 1992; and

     WHEREAS, the Plan provides for the issuance of incentive
stock options (that is, options which qualify as Incentive
Stock Options, as defined in Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code)); and

     WHEREAS, Employee has exercised an option previously
granted under the Plan (the "Original Option") through the
tender of shares of the Common Stock of the Company
previously held by the Employee, and the Employee is
therefore entitled under the Plan to an award and grant of
this Reload Option, which shall be an incentive stock option
under the Plan.

AGREEMENT

     NOW, THEREFORE:

1.     GRANT

     The Company hereby grants to Employee the option to
purchase an aggregate of             shares of the Company's
Common Stock at a price of $         per share, (which price
the Company has determined to be 100% of the fair market
value at the time of grant).

2.     OPTION PERIOD

     The period during which the option granted hereby may be
exercised (hereinafter called the "Option Period") shall
commence after the expiration of six (6) months following the
date hereof and shall terminate five (5) years following the
date hereof (namely, on
                  , 19   ), subject to the provisions
governing earlier termination set forth in Section 5, below.

3.     EXERCISE

     3.1  Vesting.  The Option shall "vest" and become
exercisable in accordance with the provisions of Section 1 of
Exhibit A attached hereto.

     3.2  Option Exercise Price.  The option price must be
paid (a) in cash or check or (b) by the tender of other
Shares of Common Stock owned by the Employee, having a fair
market value on the date of surrender equal to the aggregate
exercise price of the Shares as to which said option is
intended to be exercised, or (c) any combination of such
methods of payment.

     3.3  Stock-for-Stock Exercises.  In the event that the
option price is paid, whether in whole or in part, through
the tender of shares of Common Stock of the Company already
owned by the Employee, then this Option must be exercised for
a minimum of at least 100 shares, or the total number of
shares remaining subject to the Option, if less than 100
shares.

     3.4  Periodic Exercise.  The Option may be exercised by
Employee with respect to some or all of the shares of Common
Stock and other securities covered by the Option at any time
and from time to time on or after the date on which the
Option becomes exercisable with respect to such shares;
provided that the Option may not be exercised at any one time
with respect to less that one hundred (100) shares of Common
Stock unless the number of shares with respect to which the
Option is exercised is the total number of shares with
respect to which the Option is exercisable at that time.

4.     RESTRICTION ON TRANSFER OF STOCK ISSUED

     Any and all shares of Common Stock and other securities,
if any, issued pursuant to this Agreement shall be subject to
the restrictions on transfer, if any, set forth in Section 2
of Exhibit A attached hereto.  Any restriction on transfer
set forth in Exhibit A attached hereto shall not apply to
Employee's transfer of shares of Common Stock to the Company
in payment of all or any portion of the exercise price
payable on exercise of this Option.  Appropriate legends
shall be placed on any certificates evidencing any shares of
Common Stock or other securities issued upon exercise of this
Option, and appropriate stop transfer instructions shall be
given to the Company's transfer agent.

5.     EXPIRATION

     This Option shall expire and terminate upon the
occurrence of the following events:

     5.1      Thirty (30) days following termination of
employment, other than as a result of the Employee's
retirement, death or disability;

     5.2      Immediately upon retirement of Employee in
accordance with the Company's retirement policy; provided,
however, that Employee may within three (3) months after the
date of retirement (but in no event beyond the period of time
for which the options evidenced by this Agreement are
granted) exercise the option as to those shares with respect
to which installments, if any, had accrued and were
exercisable as of the date on which Employee retired;

     5.3      Twelve (12) months after the death or permanent
disability (as defined in the Company's Incentive and
Investment Profit Sharing Plan and Trust) of Employee while
in the employ of the Company (but in no event beyond the
period of time for which the options evidenced by this
Agreement are granted).  During such twelve-month period,
Employee (or his personal representative) or the persons to
whom the Employee's rights under this Agreement shall have
passed by will or by the applicable laws of descent and
distribution, shall have the right to exercise the Option
evidenced by this Agreement to the extent that installments,
if any, had accrued and were exercisable as of the date of
Employee's death or disability; and

     5.4      If the shares of Common Stock of the Company
which are issued upon exercise of the Original Option (which
gave rise to the issuance of this Reload Option) are sold
within one (1) year following the exercise of the Original
Option; provided that, for purposes of this Section, Employee
shall not be deemed to have sold any such shares of Common
Stock if Employee transfers such shares of Common Stock to
the Company in payment of all or any portion of the exercise
price of this Option or any other option granted by the
Company to Employee or in satisfaction of any tax withholding
obligation relating to the exercise of this Option or any
other option granted by the Company to Employee.

6.      TAX WITHHOLDING

     To the extent that the exercise of any Option granted
hereunder gives rise to an obligation on the part of the
Company to withhold from amounts otherwise to be paid to the
Employee, the Company shall do so on such terms and in
accordance with such procedures as may be required under
applicable law. At the election of the Employee, withholding
may be made in shares of the Common Stock of the Company
which would otherwise be issued as a result of the exercise;
provided, however, that such an election must be an
irrevocable election which is made at last six (6) months
prior to the exercise of the Option, in accordance with
regulations and interpretations of the Securities and
Exchange Commission.  If withholding is made in shares of the
Company's stock, the Company shall grant a Reload Option(s),
in accordance with the terms and conditions specified in the
Plan, for the number of shares so withheld.

7.     LIMIT ON GRANT

     The aggregate fair market value, as determined by the
Committee at the time an option is granted, of all shares of
Common Stock with respect to which this Option is exercisable
for the first time by Employee during any calendar year,
shall not exceed the difference between (a) One Hundred
Thousand Dollars ($100,000) and (b) the sum of the fair
market value, as determined by the Committee, as of the time
the options, if any, were granted, of the shares of Common
Stock covered by this Option and all other incentive stock
options granted to Employee under the Plan and all other
incentive stock option plans of the Company and which are
exercisable for the first time by the Employee during such
calendar year. If the aggregate fair market value of the
shares with respect to which this Option first becomes
exercisable in any calendar year exceeds such $100,000
limitation, the portion of this Option which is in excess of
the $100,000 limitation shall be treated as a Non-qualified
Option pursuant to Section 422(d)(1) of the Code.  This
Section is intended to comply with the provisions of Section
422 of the Code and shall be interpreted so as to comply with
the provisions of such Section of the Code.  Nothing in this
Section shall obligate the Company, to grant options or any
additional options to Employee under this Plan or any other
stock option plan here or hereafter adopted by the Company.

8.     RECAPITALIZATION OF COMPANY

     Except as otherwise provided herein, appropriate and
proportionate adjustments shall be made in the number and
class of shares subject to the Option, and the exercise price
of the Option, in the event of a stock dividend (but only on
Common Stock), stock-split, reverse stock-split,
recapitalization, reorganization or like change in the
capital structure of the Company.  To the extent that the
foregoing adjustments relate to stock or securities of the
Company, such adjustments shall be made by the Committee, the
determination of which in that respect shall be final,
binding, and conclusive; provided that this Option shall not
be adjusted in a manner that causes the Option to fail to
continue to qualify as an incentive stock option within the
meaning of Section 422 of the Code.

9.     REORGANIZATION OR LIQUIDATION OF THE COMPANY

     In the event of (a) a liquidation of the Company, or (b)
a merger, reorganization, or consolidation of the Company
with any other corporation in which the Company is not the
surviving corporation or the Company becomes a wholly-owned
subsidiary of another corporation, or (c) any sale of all or
substantially all of the Company's assets, any unexercised
portion of this Option shall be deemed cancelled unless the
surviving corporation in any such merger, reorganization or
consolidation or the acquiring corporation in any such sale
elects to assume the Option or to issue substitute options in
place thereof; provided, however, that if the unexercised
portion of this Option would be cancelled in accordance with
the foregoing, Employee shall have the right, exercisable
during a 10-day period ending on the fifth day prior to the
effective date of such liquidation, merger, reorganization,
consolidation or sale, to exercise the Option in whole or in
part without regard to any installment exercise provisions in
this Agreement.  If the Option or portion thereof originally
designated as an Incentive Option would cease to qualify as
an incentive stock option under Section 422 of the Code as a
result of the exercise of the Option in accordance with the
preceding sentence,  then the Option or portion thereof shall
be redesignated as a non-qualified stock option.  The Company
shall give Employee at least thirty (30) days prior written
notice of the anticipated effective date of any such
liquidation, merger, reorganization, consolidation or sale.
Notwithstanding anything in the Plan or this Agreement to the
contrary, (i) any exercise of the Option effected during the
foregoing 10-day period shall be deemed to be effective
immediately prior to the closing of such liquidation, merger,
reorganization, consolidation or sale and (ii), if the
Company abandons or otherwise fails to close any such
liquidation, merger, reorganization, consolidation or sale,
then (A) any exercise during the foregoing 10-day period
shall cease to be effective ab initio and (B) the unexercised
portion of the Option shall be exercisable as otherwise
determined under this Agreement and without consideration of
this Section.

10.     SECURITIES COMPLIANCE

     Should the Company at any time determine that the
listing, registration, qualification, or exemption of the
shares covered by this Option is required on any securities
exchange or under any state or federal law, or should the
Company determine that the notification, consent, or approval
of any governmental regulatory authority is necessary or
desirable as a condition to the exercise of this Option, then
this Option may not be exercised, in whole or in part, unless
and until such listing, registration, qualification,
notification, consent, or approval shall have been effected,
obtained, or given, free of any conditions not acceptable to
the Company.

11.     METHOD OF EXERCISE

     The Option granted pursuant to this Agreement shall be
exercised by delivery, to a designated representative of the
Committee administering the Plan, of a written notice
specifying (a) the number of shares which Employee (or his
personal representative) then desires to purchase, (b) the
name or names in which Employee desires to have the shares
issued, and (c) that the options being exercised are
incentive stock options granted pursuant to this Agreement.
Employee may designate in the notice of exercise that some or
all of the shares to be issued upon such exercise shall be
issued in the name of Employee's spouse, the trustee of a
revocable trust in which Employee and his or her spouse are
the sole primary beneficiaries, Employee's prior spouse, or
any combination of the foregoing.  Notwithstanding anything
in this Agreement to the contrary, Employee may not designate
in the notice of exercise that any of the shares shall be
issued to Employee's ex-spouse unless such issuance is to be
made incident to Employee's divorce within the meaning of
Section 1041 of the Code.  Said notice shall be accompanied
by full payment of the aggregate purchase price for the
shares being acquired.  The Company shall, as soon as
practicable thereafter, issue and deliver to Employee, the
necessary certificate or certificates evidencing the number
of shares purchased (excluding any fractional shares) in the
name of Employee and/or such other person(s) as Employee has
properly designated in the notice of exercise.  The Company
shall have no obligation to deal directly with, and shall
have no liability to, any person other than Employee, or
Employee's personal representative if Employee has died or
become permanently disabled prior to the delivery of the
shares.  Employee shall indemnify and hold harmless the
Company, and each of its officers, directors, employees and
agents, from and against any and all claims made by any
person other than Employee, or Employee's personal
representative, who is designated in the notice of exercise
with respect to any matter related to this Option and/or the
delivery of any shares to such person.  The Company shall pay
all expenses, taxes and other charges payable in connection
with the preparation, issue and delivery of the foregoing
stock certificates, except that, in case such stock
certificates shall be registered in a name or names other
than the name of Employee, funds sufficient to pay all stock
transfer taxes which shall be payable upon the issuance of
such stock certificates shall be paid by Employee at the time
of the delivery of the notice of exercise.
12.     NON TRANSFERABILITY

     Options granted pursuant to this Agreement are not
transferable by Employee other than by will or by the laws of
descent and distribution.  Said options are exercisable
during Employee's lifetime only by Employee (or Employee's
legal representative).  Any attempt by Employee to assign or
transfer the options granted herein other than as provided in
this Section shall be null and void.  If Employee designates
in the written notice of exercise any person other than
Employee, or Employee's personal representative, to whom
stock certificates should be issued upon such exercise, the
Company may require, as a condition to such exercise, that
Employee and the other persons designated in the notice of
exercise represent and warrant to the Company that Employee
has neither transferred or assigned, nor attempted to
transfer or assign, all or any portion of this Option prior
to Employee's delivery of the notice of exercise, payment of
the exercise price, and performance of the other conditions
required to be performed by Employee in connection with such
exercise of this Option and that such other persons are
either Employee's spouse, the trustee of a revocable trust in
which Employee and his or her spouse are the sole primary
beneficiaries, or Employee's ex-spouse and the issuance to
such person is being made incident to Employee's divorce.

13.     NO SHAREHOLDER RIGHTS

     Employee shall not be deemed to be a shareholder of the
Company with respect to the shares covered by the options
granted herein unless and until said shares shall have been
issued to Employee upon exercise of said options and the
exercise price therefor has been paid for in full.

14.     INTERPRETATION

     This Agreement is subject to all of the terms and
conditions of the Plan, and in the event of any conflict
between any of the provisions of this Agreement and any of
the provisions of the Plan, the applicable provisions of the
Plan shall control.  The Committee administering the Plan
shall have full power to interpret the provisions of this
Agreement and of the Plan and to decide any dispute which may
arise hereunder or thereunder.  Said Committee's action shall
be final and conclusive upon all persons affected thereby.
All references in this Plan to Employee shall mean and
include Employee's personal representative if Employee has
died or become permanently disabled prior to the time in
question.

15.     AMENDMENT

     The Board of Directors of the Company shall have such
power to amend or terminate the Plan as is specified in the
Plan.  Such amendment or termination shall not, however,
affect any options then outstanding hereunder.

16.     SUCCESSORS

     This Agreement shall be binding upon the heirs,
executors, administrators and successors of the parties
hereto.

17.     SUBSIDIARIES

     The term "Company" as used herein shall include Santa
Barbara Bancorp and any of its subsidiaries.

18.     TAX MATTERS

     Employee understands that the grant and exercise of the
Option under this Agreement will have tax and legal
consequences to Employee and that the Company is not making
any representation to Employee and is not advising Employee
as to the tax or other legal consequences of the grant or
exercise of this Option or of any other action taken or to be
taken by Employee under this Agreement or with respect to the
Option.  Employee shall be solely responsible for determining
such tax and legal consequences to Employee and for obtaining
such advice as Employee deems appropriate.

EMPLOYEE ACKNOWLEDGES THAT IT IS EMPLOYEE'S SOLE
RESPONSIBILITY TO EVALUATE AND DETERMINE THE TAX AND LEGAL
CONSEQUENCES TO EMPLOYEE OF THIS AGREEMENT AND EMPLOYEE'S
EXERCISE OF THE OPTION AND ACQUISITION OF THE SHARES AND THAT
THE COMPANY HAS NOT ADVISED, AND HAS NO OBLIGATION TO ADVISE,
EMPLOYEE WITH RESPECT TO ANY SUCH TAX AND LEGAL CONSEQUENCES,
EVEN IF EMPLOYEE REQUESTS THE COMPANY TO DO SO.

19.     SPOUSAL CONSENT

     If Employee is married or otherwise deemed to have a
spouse for purposes of California law, Employee shall have
his or her spouse execute the form of Spousal Consent
attached to this Agreement, as such form may be amended or
revised by the Company from time to time, contemporaneously
with the execution of this Agreement and on each exercise of
the Option by Employee.  Notwithstanding anything in this
Agreement to the contrary, if Employee is married or
otherwise deemed to have a spouse for purposes of California
law, (a) this Agreement and the Option shall not be effective
for any purpose until Employee delivers to the Company a duly
executed Spousal Consent form and (b) the exercise of the
Option shall not be effective and the Company shall not be
obligated to issue to Employee any shares covered by the
Option until Employee delivers to the Company a duly executed
Spousal Consent form.

20.     ENTIRE AGREEMENT

     This Agreement and the Plan collectively contain the
entire understanding between the parties with respect to the
subject matter hereof, and supersede any and all prior
written or oral agreements between the parties with respect
to the subject matter hereof.  There are no representations,
agreements, arrangements, or understandings, either written
or oral, between or among the parties with respect to the
subject matter hereof which are not set forth in this
Agreement.

21.     GOVERNING LAW

     This Agreement shall be governed by, and construed in
accordance with, the laws of the State of California
applicable to contracts made and to be fully performed in the
State of California.

22.     NOTICES

     Any notice given pursuant to this Agreement shall be in
writing and shall be given by personal service or by United
States certified mail, return receipt requested, postage
prepaid to the addresses appearing on the signature page of
this Agreement or such other address as may be given by
either party for purposes of this Agreement.  Notice given by
personal service shall be deemed effective on the date it is
delivered to the addressee, and notice mailed shall be deemed
effective on the third day following its placement in the
mail addressed to the addressee.  Either party may change its
address for notice purposes by giving the other party notice
of such change in accordance with this Section.
Notwithstanding anything herein to the contrary, any notice
that consists solely of notice of the change of address of
any party may be given by regular mail.

23.     INCORPORATION OF EXHIBITS

     Each and all of the Exhibits to this Agreement are, by
this reference, incorporated herein to the same extent as if
they were set forth in full herein.

(Signatures appear on the following page

     IN WITNESS WHEREOF, the parties have entered into this
Restricted Stock Option Agreement as of the date first above
written.

"COMPANY":

SANTA BARBARA BANCORP

By:

Its:

1021 Anacapa Street
Santa Barbara, CA 93102
Attn:

"EMPLOYEE":

Signature of Employee

Name of Employee

Address of Employee

Exhibit A

Vesting; Restrictions on Transfer

     Set forth below are the terms on which the Option shall
vest and the restrictions on transfer, if any, that are
applicable to the shares of Common Stock and other securities
issued upon exercise of this Option.  The provisions that are
applicable to this Option are those that are initialed by the
Company and Employee.  In the event that either (a) the
Company and Employee do not initial a subsection under either
Section 1 or Section 2 of this Exhibit or (b) the Company and
Employee initial more than one subsection in either Section 1
or Section 2, then Section 1.1 and Section 2.1 shall apply
for all purposes under this Agreement.

1.     Vesting

     1.1     Five-Year Vesting.  The Option shall "vest" and
become exercisable in equal annual installments over a period
of five (5) years.  Specifically, Employee shall become
entitled to purchase an additional 20% of the total number of
option shares specified in Section 1 of the Agreement (on a
cumulative basis) during each one-year period following the
date of the Agreement.  Thus, during the first year following
the date of the Agreement, Employee shall be entitled to
exercise this Option to purchase 20% of the total number of
option shares; 40% during the second year; 60% during the
third year; 80% during the fourth year; and 100% during the
fifth year.

          Company initial     Employee initial

     1.2     Other Vesting.  The Option shall "vest" and
become exercisable in equal                 installments over
a period of             (    ) years.

          Company initial     Employee initial

2.     Restriction on Transfer.

     2.1     Five-Year Restriction.  None of the shares of
Common Stock and other securities issued upon exercise of the
Option may be sold, exchanged, transferred, pledged,
hypothecated or otherwise disposed of, without the prior
written approval of the Committee, for a period of five (5)
years following the date this Agreement and two (2) years
following the date of exercise of the Option as to those
shares of Common Stock and/or other securities issued upon
such exercise, whichever is later.  The foregoing restriction
on transfer shall not apply to Employee's transfer of shares
of Common Stock to the Company in payment of all or any
portion of the exercise price payable on exercise of this
Option, or to Employee's election to satisfy his tax
withholding obligation, if any, with respect to any exercise
of this Option through shares which otherwise would be issued
as a result of the exercise.  Appropriate legends shall be
placed on any certificates evidencing any shares issued upon
exercise of this Option, and appropriate stop transfer
instructions shall be given to the Company's transfer agent.

          Company initial     Employee initial

     2.2     Other Restriction.  None of the shares of Common
Stock and other securities issued upon exercise of the Option
may be sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of, without the prior written approval of
the Committee, for a period of             (   ) years
following the date this Agreement and           (    ) years
 following the date of exercise
of the Option as to those shares of Common Stock and/or other
securities issued upon such exercise, whichever is later.
The foregoing restriction on transfer shall not apply to
Employee's transfer of shares of Common Stock to the Company
in payment of all or any portion of the exercise price
payable on exercise of this Option, or to Employee's election
to satisfy his tax withholding obligation, if any, with
respect to any exercise of this Option through shares which
otherwise would be issued as a result of the exercise.
Appropriate legends shall be placed on any certificates
evidencing any shares issued upon exercise of this Option,
and appropriate stop transfer instructions shall be given to
the Company's transfer agent.

          Company initial     Employee initial

     2.3     No Restriction.  The shares of Common Stock and
other securities issued upon exercise of the Option may be
sold, exchanged, transferred, pledged, hypothecated or
otherwise disposed of at any time without the prior written
approval of the Committee.

          Company initial     Employee initial

CONSENT OF SPOUSE

     I acknowledge that I have read the foregoing Restricted
Stock Option Agreement (the "Agreement") and that I know its
contents. I am aware that by its provisions my spouse agrees
to not sell the Shares that may be issued upon exercise of
the Option, including my community interest, if any, in them,
during certain periods specified in the Agreement.  I hereby
approve of the provisions of the Agreement, agree that such
Shares and my community property interest in them, if any,
are subject to the provisions of the Agreement and that I
will take no action at any time to hinder operation of the
Agreement or to attempt the sale or transfer of any of the
Shares, including my community property interest in them, if
any, other than pursuant to the terms of the Agreement.

          Date                                 , spouse of

OPINION of SCHRAMM & RADDUE
Exhibit 5.1

June 3, 1996

Santa Barbara Bancorp
Santa Barbara Bank & Trust
1021 Anacapa Street
Santa Barbara, California  93101

     Re:     1996 Directors Stock Option Plan

Gentlemen:

We have acted as counsel for Santa Barbara Bancorp (the
"Company") in connection with the preparation and filing of a
Form S-8 Registration Statement with the Securities and
Exchange Commission for the purpose of registering under the
Securities Act of 1933 (the "Act"), an additional 250,000
shares of the Common Stock of the Company for issuance upon
exercise of options granted under the Santa Barbara Bancorp
Restricted Stock Option Plan (the "Plan").

For purposes of this opinion, we have examined such corporate
records, documents and such questions of law as we have
considered necessary or appropriate for the purposes of this
opinion.  Based on such examination, we are of the opinion
that upon the effectiveness of the Registration Statement
covering the Plan and the completion of the proceedings being
taken to comply with applicable state securities laws, the
Common Stock hereafter issued by the Company pursuant to the
exercise of options granted under the Plan, if and when
issued in accordance with the terms of the Plan, will be
validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an Exhibit
to the Company's Registration Statement on Form S-8 for the
Plan.

                              Very truly yours,

                              SCHRAMM & RADDUE

BWM:lr

CONSENT of ARTHUR ANDERSEN, LLP
Exhibit 24.1

As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of
our reports dated February 2, 1996, incorporated by reference
in Santa Barbara Bancorp's Form 10-K for the year ended
December 31, 1995, and to all references to our Firm included
in this registration statement.

ARTHUR ANDERSEN, LLP
Los Angeles, California
June 3, 1996