ADDENDUM TO DEFERRED FEE AGREEMENT

                                                                           99.26

                                   ADDENDUM TO
                             DEFERRED FEE AGREEMENT


        This is an addendum to the DEFERRED  FEE  AGREEMENT  previously  entered
into on October 9, 1996 by and between ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and SAN ▇▇▇▇▇▇▇ BANK.

The parties to this ADDENDUM hereby agree to the following:

A.      That the  creation of the bank  holding  company to be named San ▇▇▇▇▇▇▇
        Bancorp., a California  corporation,  and the subsequent  acquisition of
        San  ▇▇▇▇▇▇▇  Bank,  a  California corporation, by San ▇▇▇▇▇▇▇ Bancorp.,
        does not  constitute  a "Change  in  Control"  under Paragraph 1.1.1  of
        the DEFERRED FEE AGREEMENT.

B.      That the  transaction  described  in  Paragraph A above does not entitle
        ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ to the Change in Control Benefit described in Paragraph
        4.3 of the DEFERRED FEE AGREEMENT.

C.      In all other respects,  the parties  reaffirm the DEFERRED FEE AGREEMENT
        dated October 9, 1996.

        IN WITNESS WHEREOF,  each of the parties has executed this ADDENDUM,  in
the case of San ▇▇▇▇▇▇▇ Bank by its duly  authorized  officer,  this 30th day of
April, 2003.

DIRECTOR:                            SAN ▇▇▇▇▇▇▇ BANK

/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇                 By:  /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇                          ▇▇▇▇▇ ▇▇▇▇▇▇, Chairman of the Board