SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant X
Filed by a Party other than the Registrant
Check Appropriate Box:
___ Preliminary Proxy Statement
___ Confidential, for use of the Commission only (as permitted by Rule
14a-6(e)(2))
_X_ Definitive Proxy Statement (Revised)
___ Definitive Additional Materials
___ Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
SJNB Financial Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which the transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction: 5) Total fee paid:
___Fee paid previously with preliminary materials
___Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SJNB
FINANCIAL CORP.
The undersigned acknowledges receipt of the Notice of Annual Meeting of
Shareholders of SJNB Financial Corp., a California corporation (the
"Corporation") dated April 16, 1998, and revoking any proxy heretofore given,
hereby constitutes and appoints Douglas L. Shen, Diane P. Rubino and F. Jack
Gorry, or any of them, with full power of substitution, as attorney and proxy to
appear and vote all of the shares of common stock of the Corporation standing in
the name of the undersigned which the undersigned could vote if personally
present and acting at the Annual Meeting of Shareholders of the Corporation to
be held in the Main Dining Room at The San Jose Country Club, 15571 Alum Rock
Avenue, San Jose, California on May 27, 1998 at 10:00 a.m. local time, or at any
adjournments or postponements thereof, upon the following items as set forth in
the Notice of Annual Meeting and more fully described in the Proxy Statement.
1. Election of Directors.
FOR ALL nominees (except as marked to the contrary below) ____
WITHHOLD AUTHORITY____
R.S. Akamine, R.A. Archer, A.V. Bruno, R. Diridon, F.J. Gorry, J.R. Kenny,
A.K. Lund, L. Oneal, D.P. Rubino, D.L. Shen, G.S. Vandeweghe
(Instructions: To withhold a vote for one or more nominees, strike a line
through that nominee's name. To vote for all nominees except one whose name
is struck, check "FOR." To vote against all nominees named above, check
"WITHHOLD AUTHORITY.")
2. To approve an amendment to 1996 Stock Option Plan. FOR__ AGAINST__ ABSTAIN__
3. To approve an amendment of the Articles of Incorporation concerning
elimination of cumulative voting. FOR__ AGAINST__ ABSTAIN__
4. To approve an amendment of the Articles of Incorporation restricting
shareholder action by written consent. FOR__ AGAINST__ ABSTAIN__
5. Ratification of Accountants. To ratify the appointment of KPMG Peat Marwick
LLP as independent certified public accountants for the Company for 1998.
FOR__ AGAINST__ ABSTAIN__
6. Other Business. The proxies are authorized to vote in their discretion on
such other matters as may properly come before the meeting of any adjournment
or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER HEREIN SPECIFIED
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES LISTED IN PROPOSAL 1, IN FAVOR OF PROPOSAL 2, IN FAVOR OF
PROPOSAL 3, IN FAVOR OF PROPOSAL 4, IN FAVOR OF PROPOSAL 5 AND IN ACCORDANCE
WITH THE DISCRETION OF THE PROXIES ON ANY OTHER MATTERS TO COME BEFORE THE
ANNUAL MEETING.
Dated , 1998
____________________
(Signature)
(Signature)
(This proxy should be marked, dated,
signed by the shareholder(s)exactly
as his or her name appears hereon
and returned promptly in the
enclosed envelope. Executors,
administrators, guardians, officers
of the corporation and others
signing in a fiduciary capacity
should state their full titles as
such. If shares are held by joint
tenants or as community property,
both should sign.)
DO NOT FOLD, STAPLE OR MUTILATE
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO MARK,
SIGN, DATE AND PROMPTLY RETURN THIS PROXY, USING THE ENCLOSED ENVELOPE.