EXHIBIT 99.1
             Cupertino National Bancorp Employee Stock Purchase Plan
                        As amended effective May 16, 1996


                           CUPERTINO NATIONAL BANCORP

                          EMPLOYEE STOCK PURCHASE PLAN

                       (As Amended Effective May 16, 1996)


A.   PURPOSE, HISTORY AND DESCRIPTION

     The Employee Stock Purchase Plan (the "Purchase Plan") of
Cupertino National Bancorp (the "Company") provides eligible
employees of the Company and its Designated Subsidiaries with an
opportunity to purchase shares of the Company's Common Stock
through payroll deductions.

     The Purchase Plan, under which 133,934(1) shares of the
Company's Common Stock are reserved for issuance to all employees
of the Company and its Designated Subsidiaries who meet certain
minimum employment criteria, was adopted in its original form by
the Board of Directors of Cupertino National Bancorp (the
"Board") on February 21,1991, and amended from time to time.

     The following terms shall have the meanings defined below:

          (a)    "Code" means the Internal Revenue Code of 1986, as
amended.

          (b)    "Continuous Status as an Employee" shall mean the
absence of any interruption or termination of service as an
Employee.  Continuous Status as an Employee shall not be
considered interrupted in the case of a leave of absence agreed
to in writing by the Company, provided that such leave is for a
period of not more than 90 days or reemployment upon the
expiration of such leave is guaranteed by contract or statute.

          (c)    "Designated Subsidiaries" means the Subsidiaries
which have been designated by the Board from time to time in its
sole discretion as eligible to participate in the Purchase Plan.

          (d)    "Employee" means any person, including an officer,
who is customarily employed for at least twenty (20) hours per
week and more than five (5) months in a calendar year by the
Company or one of its Designated Subsidiaries.

(1)      The number of shares is 55,000 adjusted for stock dividends
subsequent to the date of the original approval of the Purchase
Plan.




          (e)    "Parent" means any corporation (other than the
Company) in an unbroken chain of corporations ending with the
Company, if at the time of the granting of the option, each of
the corporations other than the Company owns stock possessing 50
percent or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.

          (f)    "Subsidiary" means any corporation (other than the
Company) in an unbroken chain of corporations beginning with the
Company if, at the time of the granting of the option, each of
the corporations other than the last corporation in the unbroken
chain owns stock possessing at least 50 percent or more of the
total combined voting power of all classes of stock in one of the
other corporations in such chain.

B.    SHARE RESERVE

      The maximum number of shares which may be issued under the
Purchase Plan is 133,934(2) shares of the Company's authorized
but unissued Common Stock (the "Shares") subject to adjustment
upon changes in capitalization of the Company as provided in
paragraph N below.  In the event that any option granted under
the Purchase Plan (a "Plan Option") for any reason expires or is
terminated, the Shares allocable to the unexercised portion of
such Plan Option may again be made subject to a Plan Option.  The
Shares to be sold to participants in the Purchase Plan may be, at
the election of the Company, either treasury shares or shares
authorized but unissued.  If the total number of Shares which
would otherwise be subject to Plan Options granted pursuant to
paragraph G hereof on the Offering Date of an Offering Period
exceeds the number of Shares then available under the Purchase
Plan (after deduction of all Shares for which options have been
exercised or are then outstanding), the Company shall make a pro
rata allocation of the Shares remaining available for option
grant in as uniform and equitable a manner as is practicable.  In
such event, the Company shall give written notice of such
reduction of the number of Shares subject to a Plan Option to
each Participant affected thereby and shall return any excess
funds accumulated in each Participant's account as soon as
practicable after the termination of such Offering Period.


(2)      The number of shares is 55,000 adjusted for stock dividends
subsequent to the date of the original approval of the Purchase
Plan.




C.    ADMINISTRATION

      The Purchase Plan may be administered by the Board or by a
duly appointed committee of the Board.  Any subsequent references
to the Board shall also mean the committee if it has been
appointed.  All questions of interpretation of the Purchase Plan
or of any Plan Options shall be determined by the Board, and such
determinations shall be final, binding and conclusive upon all
persons having an interest in the Purchase Plan and/or any Plan
Option.  Subject to the provisions of the Purchase Plan, the
Board shall determine all of the relevant terms and conditions of
Plan Options granted pursuant to the Purchase Plan; provided,
however, that all Participants granted Plan Options pursuant to
the Purchase Plan shall have the same rights and privileges
within the meaning of section 423(b)(5) of the Code.  All
expenses incurred in connection with the administration of the
Purchase Plan shall be paid by the Company.

D.    ELIGIBILITY

      Any Employee is eligible to participate in the Purchase Plan
and any Offering under the Purchase Plan except the following:

         (i)   an Employee who has not completed three months of
continuous employment with the Company or Designated Subsidiary
as of the commencement of the Offering Period (as hereinafter
defined); and

         (ii)  an Employee who (a) owns or (b) holds options to
purchase, or who, as a result of participation in the Purchase
Plan, would (a) own or (b) hold options to purchase, stock of the
Company possessing five percent or more of the total combined
voting power or value of all classes of the Company within the
meaning of section 423(b)(3) of the Code.

E.    OFFERING DATES

         (i)    OFFERING PERIODS.  The Purchase Plan shall be
implemented by four annual offering periods of three months'
duration (each of which referred to herein as an "Offering
Period"), commencing on the first day of each calendar quarter
(January 1, April 1, July 1, and October 1) and ending on the
last day of each calendar quarter (March 31, June 30, September
30, and December 31).  The first Offering Period shall commence
on July 1, 1991.  The Board may, however, establish a different
term for one or more future Offerings and/or different commencing
and/or ending dates for such Offerings without Shareholder
approval, if such change is announced at least fifteen (15) days
prior to the scheduled beginning of the first Offering Period to
be affected.  An employee who becomes eligible to participate in
the Purchase Plan after an Offering Period has commenced shall
not be eligible to participate during such Offering Period.  The
first day of an Offering Period shall be the "Offering Date" for
such Offering Period.


         (ii)   GOVERNMENT APPROVAL; SHAREHOLDER APPROVAL.
Notwithstanding any other provisions of the Purchase Plan to the
contrary, any Plan Option granted pursuant to the Purchase Plan
shall be subject to (a) obtaining all necessary governmental
approvals and/or qualifications of the sale and/or issuance of
the Plan Options and/or the Shares, and (b) in the case of Plan
Options with an Offering date after an amendment to the Purchase
Plan, obtaining any necessary approval of the shareholders of the
Company required by paragraph R below.

F.    PARTICIPATION IN THE PURCHASE PLAN

         (i)    INITIAL PARTICIPATION.  An eligible Employee may elect
to become a Participant effective on the first Offering Date
after satisfying the eligibility requirements set forth in
paragraph D above by delivering a subscription agreement
authorizing payroll deductions (a "Subscription Agreement") to
the Company's payroll office at such time at least seven (7) days
prior to an Offering Date as may be established by the Company
(the "Enrollment Date").  An eligible Employee who does not
deliver a Subscription Agreement to the Company's payroll office
prior to the Enrollment Date for the first Offering Date after
becoming eligible to participate in the Purchase Plan shall not
participate in the Purchase Plan for that Offering Period or for
any subsequent Offering Period unless such Employee subsequently
enrolls in the Purchase Plan by filing a Subscription Agreement
with the Company prior to the applicable Enrollment Date for such
subsequent Offering Date.

         (ii)   AUTOMATIC PARTICIPATION IN SUBSEQUENT OFFERINGS.  A
participant shall automatically participate in each succeeding
Offering Period until such time as such Participant withdraws
from the Purchase Plan pursuant to paragraph K below or
terminates employment with the Company.  A Participant is not
required to file an additional Subscription Agreement for such
Offering Periods in order to automatically participate therein.

G.       RIGHT TO PURCHASE SHARES

         Subject to the limitations set forth in paragraphs B,
I(iii), I(v), and J(ii), on each Offering Date, each Participant
shall be granted a Plan Option to purchase (at the purchase price
determined under paragraph H) a number of whole Shares arrived at
by dividing (a) an amount equal to 10% of the Participant's base
Compensation for the Offering Period beginning on such Offering
Date determined at the rate of such Participant's base
Compensation in effect as of such Offering Date by (b) 85% of the
fair market value of a share of the Company's Common Stock on the
Offering Date.  "Compensation" includes all amounts paid in cash
and includable as "wages" subject to tax under section 3101(a) of
the Code without applying the dollar limitation of section
3121(a) of the Code.  Accordingly, "Compensation" includes
salaries, commissions, bonuses and contributions made at the
direction of the Participant pursuant to certain qualified cash


or deferred arrangements.  "Compensation" does not include
reimbursements of expenses, allowances, or any amount deemed
received by a Participant without the actual transfer of cash or
any amounts directly paid pursuant to the Purchase Plan or any
other stock purchase or stock option plan.  The fair market value
of a share of the Company's Common Stock shall be determined in
accordance with paragraph H.

H.    PURCHASE PRICE

      The purchase price at which Shares may be acquired in any
Offering under the Purchase Plan shall be set by the Board.
Unless otherwise provided by the Board before the commencement of
an Offering Period, the purchase price for the Offering Period
shall be 85% of the lesser of (i) the fair market value of the
Company's Common Stock, as determined by the Board, on the
Offering Date of such Offering Period or (ii) the fair market
value of the Company's Common Stock, as determined by the Board,
on the last day of the Offering Period.  In no event may the
purchase price be lower than the price specified in the previous
sentence.  The fair market value of the Company's Common Stock at
any point in time has been determined to be the average of the
high and low sales prices of the Company's Common Stock on such
date as reported on the National Association of Securities
Dealers Automated Quotation ("NASDAQ") National Market System.

I.    PAYMENT OF PURCHASE PRICE; PAYROLL DEDUCTIONS

         (i)   ACCUMULATION OF PAYROLL DEDUCTIONS.  The purchase price
of Shares to be acquired in an Offering Period shall be
accumulated by payroll deductions over the Offering Period.
Except as set forth below, the amount of Compensation to be
withheld from a Participant's Compensation during each pay period
shall be determined by the Participant's subscription agreement.

         (ii)  DECREASE OF PAYROLL DEDUCTIONS.  During an Offering
Period, a Participant may elect to decrease the rate of payroll
deductions from his or her Compensation by filing an amended
Subscription Agreement with the Company on or before the "Change
Notice Date".  The "Change Notice Date" shall initially be the
seventh day prior to the end of the first pay period for which
such election is to be effective; however, the Company may change
such Change Notice Date from time to time.

         (iii) MAXIMUM DEDUCTIONS.  The amount of payroll
deductions with respect to the Purchase Plan for any Participant
during any pay period shall not exceed 10%, or such other rate as
may be determined from time to time by the Board, of the
Participant's Compensation (as hereinabove defined) for such pay
period; provided, however, that in the event the Offering Period
is shorter than 13 weeks, the maximum withholding percentage
shall be adjusted to equal 10%, or such other rate as may be
determined from time to time by the Board, multiplied by 13 and
divided by the number of weeks in the Offering Period.


         (iv)  COMMENCEMENT OF PAYROLL DEDUCTIONS.  Payroll deductions
shall commence on the first payday following the Offering Date of
an Offering Period and shall continue to the end of such Offering
Period unless sooner altered or terminated as provided in the
Purchase Plan.

         (v)   CERTAIN RULES TO BE ESTABLISHED BY COMPANY.  The
Company may, from time to time, establish (i) a minimum required
amount of payroll deductions for participation in any Offering,
(ii) limitations on the frequency and/or number of changes in the
amount of payroll deductions during an Offering, (iii) such other
limitations or procedures as deemed advisable by the Company in
the Company's sole discretion which are consistent with the
Purchase Plan.

         (vi)  NO INTEREST ON PAYROLL DEDUCTION.  Interest shall not
be accrued or paid on payroll deductions from a Participant's
Compensation.

         (vii) PARTICIPANT ACCOUNTS.  Individual accounts shall
be maintained for each Participant.  All payroll deductions from
a Participant's compensation shall be credited to the
Participant's account under the Purchase Plan and shall be
deposited with the general funds of the Company.  All payroll
deductions received or held by the Company may be used by the
Company for any corporate purpose.

J.   PURCHASE OF SHARES

         (i)   PURCHASE.  On the last day of an Offering Period, each
Participant who has not withdrawn from the Offering or whose
employment has not terminated on or before such last day shall
automatically purchase that number of whole Shares arrived at by
dividing the total amount credited to Participant's account
pursuant to paragraph I(vii) above by the Purchase Price
established pursuant to paragraph H above (subject to the
limitation in paragraph J(ii) below).  All additional cash
remaining in the Participant's account for such completed
Offering shall be refunded to the Participant as soon as
practicable after the last day of the Offering Period.  In the
event the cash to be returned to a Participant pursuant to the
preceding sentence is an amount less than the amount necessary to
purchase a whole Share, the Company shall maintain such cash in
the Participant's account to be applied toward the purchase of
Shares in the next subsequent Offering.

         (ii)  FAIR MARKET VALUE LIMITATION.  No participant shall be
granted a Plan Option which would permit the Participant to
purchase Shares under the Purchase Plan (and all similar plans of
the Company and any Subsidiary) at a rate which exceeds $25,000
of the fair market value of such Shares (determined at the time
of grant) for each calendar year in which such Plan Option is
outstanding.



         (iii) RIGHTS AS A SHAREHOLDER AND EMPLOYEE.  A
Participant shall have no rights as a shareholder by virtue of
the Participant's participation in the Purchase Plan until the
date of issuance of a certificate or certificates for the Shares
being purchased pursuant to the exercise of the Participant's
Plan Option.  No adjustment shall be made for dividends or
distributions or other rights for which the record date is prior
to the date such certificate or certificates is issued.  Nothing
in the Purchase Plan shall confer upon a Participant any right to
continue in the employ of the Company or interfere in any way
with any right of the Company to terminate the Participant's
employment at any time.

         (iv)  WITHHOLDING TAX.  At the time the Shares are purchased
for a Participant, the Company shall withhold from the
Participant's Compensation the amount necessary to make adequate
provision for federal and state withholding obligations of the
Company, if any, which arise upon such purchase.

K.    WITHDRAWAL

         (i)   NOTICE OF WITHDRAWAL.  A participant may withdraw all,
but not less than all, of the payroll deductions credited to his
account under the Purchase Plan by signing and delivering to the
Company's payroll office a written notice of withdrawal on a form
provided by the Company for such purpose.  Such withdrawal may be
elected at any time prior to the end of the Offering Period.
Unless otherwise indicated, withdrawal from an Offering does not
result in a withdrawal from the Purchase Plan or any succeeding
Offering pursuant to the Purchase Plan.  A Participant is
prohibited from again participating in the current Offering upon
withdrawal from such Offering at any time.

         (ii)  RETURN OF PAYROLL DEDUCTIONS.  Upon withdrawal from an
Offering the Participant's interest in that Offering shall
terminate, and, as soon as practical after the withdrawal, the
withdrawn Participant's accumulated payroll deductions shall be
returned to the Participant.

         (iii)  WITHDRAWAL FROM THE PURCHASE PLAN; SUBSEQUENT
PARTICIPATION.  A Participant may withdraw from the Purchase Plan
by signing and delivering to the Company's payroll office a
written notice of withdrawal on a form provided by the Company
for such purpose.  In the event a Participant voluntarily elects
to withdraw from the Purchase Plan, the Participant may not
resume participation in the Purchase Plan during the same
Offering Period, but may participate in any succeeding Offering
under the Purchase Plan by filing a new authorization for payroll
deductions in the same manner as set forth above for initial
participation in the Purchase Plan.



L.   TERMINATION OF EMPLOYMENT

     Termination of a Participant's Continuous Status as an
Employee for any reason, including retirement or death, or the
failure of a Participant to remain an Employee eligible to
participate in the Purchase Plan, shall terminate the
Participant's participation in the Purchase Plan immediately.
Upon such termination, the payroll deductions credited to the
Participant's account shall be returned to the Participant (or in
the case of the Participant's death, to the Participant's legal
representative) and all rights under the Purchase Plan shall
terminate.  A Participant whose participation has been so
terminated may again become eligible to participate in the
Purchase Plan by again satisfying the requirements of paragraph D
above.

M.   DESIGNATION OF BENEFICIARY

     A Participant may file a written designation of a
beneficiary who is to receive Shares and/or cash, if any, from
such Participant's account under the Purchase Plan in the event
of such Participant's death at a time when cash or Shares are
held for his account.  Such designation of beneficiary may be
changed by the Participant at any time by written notice.  In the
event of the death of a Participant in the absence of a valid
designation of a beneficiary who is living at the time of such
Participant's death, the Company shall deliver such Shares and/or
cash to the executor or administrator of the estate of the
Participant; or if no such executor or administrator has been
appointed (to the knowledge of the Company), the Company, in its
discretion, may deliver such Shares and/or cash to the spouse or
to any one or more dependents or relatives of the Participant; or
if no spouse, dependent or relative is known to the Company, to
such other person as the Company may reasonably designate.

N.   ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

     Subject to any required action by the shareholders of the
Company, the number of Shares covered by each Plan Option under
the Purchase Plan which has not been exercised and the number of
shares of Common Stock which have been authorized for issuance
under the Purchase Plan but have not yet been placed under option
(collectively, the "Reserves"), as well as the price per share of
Common Stock covered by each Plan Option under the Purchase Plan
which has not yet been exercised, shall be proportionately
adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, stock
dividend, combination or reclassification of the Common Stock or
any other increase or decrease in the number of shares of Common
Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities
of the Company shall not be deemed to have been "effected without
receipt of consideration."  Such adjustment shall be made by the
Board, whose determination in that respect shall be final,


binding and conclusive.  Except as expressly provided herein, no
issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject
to a Plan Option.

     In the event of a proposed dissolution or liquidation of the
Company, the Offering Period will terminate immediately prior to
the consummation of such proposed action, unless otherwise
provided by the Board.  In the event of a proposed sale of all or
substantially all of the assets of the Company, or the merger of
the Company with or into another corporation, each outstanding
Plan Option under the Purchase Plan shall be assumed or an
equivalent option shall be substituted by such successor
corporation or a parent or subsidiary of such successor
corporation (the "Acquiring Corporation").  If the Acquiring
Corporation elects not to assume or substitute for the
outstanding Plan Options, the Board may, in its sole discretion
and notwithstanding any other provision herein to the contrary,
adjust the ending date of the then current Offering Period to a
date on or before the effective date of such proposed
transaction.  If the Board makes such an adjustment to the ending
date of the Offering Period, the Board shall notify the
Participants of such new ending at least ten days in advance
thereof.

     The board may, if it so determines in the exercise of its
sole discretion, also make provision for adjusting the Reserves,
as well as the price per share of Common Stock covered by each
outstanding Plan Option, in the event that the Company effects
one or more reorganizations, recapitalizations, rights offerings
or other increases or reductions of shares of its outstanding
Common Stock, and in the event of the Company being consolidated
with or merged into any other corporation.

O.   TRANSFERABILITY

     Neither payroll deductions credited to a Participant's
account nor any rights with regard to the exercise of a Plan
Option or to receive Shares under the Purchase Plan may be
assigned, transferred, pledged or otherwise disposed of in any
way (other than by will, the laws of descent and distribution, or
as provided in paragraph M hereof) by the Participant.  Any such
attempt at assignment, transfer, pledge or other disposition
shall be without effect, except that the Company may treat such
act as an election to withdraw funds in accordance with paragraph
K.

P.   REPORTS

     Each Participant who purchases Shares in an Offering period
shall receive as soon as practical after the last day of each
Offering Period a report of such Participant's account setting


forth the total payroll deductions accumulated, the number of
Shares purchased and the remaining cash balance to be refunded or
retained in the Participant's account pursuant to paragraph J(i)
above, if any.

Q.   TERM OF THE PURCHASE PLAN

     The Purchase Plan shall become effective upon the earlier to
occur of its adoption by the Board or its approval by the
shareholders of the Company.  The Purchase Plan shall continue
until terminated by the Board or until all of the Shares reserved
for issuance under the Purchase Plan have been issued, whichever
shall come first.

R.   AMENDMENT OR TERMINATION OF THE PURCHASE PLAN

     The Board may at any time amend or terminate the Purchase
Plan, except that such termination cannot affect Plan Options
previously granted under the Purchase Plan, nor may any amendment
make any change in a Plan Option previously granted under the
Purchase Plan which would adversely affect the right of any
Participant (except as may be necessary to qualify the Purchase
Plan pursuant to section 423 of the Code), nor may any amendment
be made without obtaining the approval of the shareholders of the
Company within 12 months of the adoption of such amendment if
such amendment would authorize the sale of more shares than are
authorized for issuance under the Purchase Plan, or change the
designation of the employees (or class of employees) eligible for
participation in the Purchase Plan, or materially increase the
benefits which may accrue to Participants under the Purchase
Plan.

S.   NOTICES

     All notices or other communications by a Participant to the
Company in connection with the Purchase Plan shall be deemed to
have been duly given when received in the form specified by the
Company at the location, or by the person, designated by the
Company for the receipt thereof.

T.   SHAREHOLDER APPROVAL

     The Purchase Plan and any increase in the number of shares
reserved under the Purchase Plan must be approved by the holders
of a majority of the outstanding shares of voting stock of the
Company within twelve months before or after the date the
Purchase Plan has been adopted or the increase in the number of
Shares reserved under the Purchase Plan has been approved by the
Board.

U.   CONDITIONS UPON ISSUANCE OF SHARES

     Shares shall not be issued with respect to a Plan Option
unless the exercise of such Plan Option and the issuance and


delivery of such Shares pursuant thereto shall comply with all
applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder,
and the requirements of any stock exchange upon which the Shares
may then be listed, and shall be further subject to the approval
of counsel for the Company with respect to such compliance.

     As a condition to the exercise of a Plan Option and if
required by applicable securities laws, the Company may require
the Participant for whose account the Plan Option is being
exercised to represent and warrant at the time of such exercise
that the Shares are being purchased only for investment and
without any present intention to sell or distribute such shares
if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned
applicable provisions of law.

V.   ERISA AND INTERNAL REVENUE CODE SECTION 401

     The Purchase Plan is not subject to the provisions of the
Employee Retirement Income Security Act of 1974, as amended and
is not qualified under section 401(a) of the Code.