POWER OF ATTORNEY

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below  constitutes  and appoints James R. Kenny and Eugene E. Blakeslee,
and each of them, his true and lawful  attorneys-in-fact  and agents,  each with
full power of substitution  and  resubstitution,  for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments,  including
post-effective amendments, to this Registration Statement, and to file the same,
with  exhibits  thereto and other  documents in connection  therewith,  with the
Securities and Exchange  Commission,  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all  that  each  of said  attorneys-in-fact  and  agents  or his  substitute  or
substitutes may lawfully do or cause to be done by virtue hereof.

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


  Signature                         Title                          Date


S/J.R. Kenny            President, Chief Executive Officer         June 24, 1998
James R. Kenny         (Principal Executive Officer) and Director


S/E.E. Blakeslee        Executive Vice President and Chief         June 24, 1998
Eugene E. Blakeslee     Financial Officer (Principal Financial
                        Officer and Principal Accounting Officer)


S/R.S. Akamine          Director                                   June 24, 1998
Ray S. Akamine


S/R.A. Archer           Chairman and Director                      June 24, 1998
Robert A. Archer


S/A. V. Bruno           Director                                   June 24, 1998
Albert V. Bruno


S/R. Diridon            Director                                   June 24, 1998
Rod Diridon


S/F.J. Gorry            Director                                   June 24, 1998
F. Jack Gorry


S/A.K. Lund             Director                                   June 24, 1998
Arthur K. Lund


S/L. Oneal              Director                                   June 24, 1998
Louis Oneal


S/D.P. Rubino           Director                                   June 24, 1998
Diane P. Rubino


S/D.L. Shen             Director                                   June 24, 1998
Douglas L. Shen


S/G.S. Vandeweghe       Director                                   June 24, 1998
Gary S. Vandeweghe











                                INDEX TO EXHIBITS

Exhibit
Number                              Exhibit

 5.1         Opinion regarding legality of securities to be offered.

23.1         Independent Auditors' Consent.

23.2         Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).

24.1         Power of Attorney (see Page 4).

99.1         1996 Stock Option Plan of SJNB Financial Corp., as amended.