S-8

As filed with the Securities and Exchange Commission on May 25, 2005   Registration No. 333-      

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

NATIONAL MERCANTILE BANCORP

(Exact name of registrant as specified in its charter)

California	95-3819685
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)
1880 Century Park East, Los Angeles, California 90067 (Address of principal executive offices, including zip code)

NATIONAL MERCANTILE BANCORP  2005 STOCK INCENTIVE PLAN

(Full title of the plan)

SCOTT A. MONTGOMERY, PRESIDENT AND CHIEF EXECUTIVE OFFICER

1880 Century Park East, 8^th Floor, Los Angeles, California 90067

(Name and address of agent for service)

(310) 277-2265

(Telephone number, including area code, of agent for service)

Copy to:

Alan B. Spatz, Esq.

Troy & Gould Professional Corporation

1801 Century Park East, Suite 1600

Los Angeles, CA 90067-2367

(310) 553-4441

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share(2)		Proposed maximum aggregate offering price(2)		Amount of registration fee(2)
Common Stock, no par value Total	250,000 shares	$	14.31	$	3,577,500	$	421.07

(1)In accordance with Rule 416(c) of the Securities Act of 1933, there also are being registered such indeterminate number of additional shares of Common Stock as may become issuable pursuant to anti-dilution provisions of the 2005 Stock Incentive Plan (the “Plan”).

(2)Since the option exercise price of these shares is not known, the proposed maximum offering price per share and maximum aggregate offering price are calculated in accordance with Rule 457(c) and Rule 457(h) under the Securities Act of 1933 based upon a price of $14.31, which is the average of the high and low closing price of the Common Stock on the Nasdaq SmallCap Market on May 23, 2005.

PART I

INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

Not required to be filed in this Registration Statement.

Item 2.  Registrant Information and Employee Plan Annual Information.

Not required to be filed in this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

National Mercantile Bancorp (the “Registrant”) hereby files this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) to register 250,000 shares of the Registrant’s Common Stock for issuance pursuant to the Registrant’s 2005 Stock Incentive Plan (the “Plan”), and such indeterminate number of shares as may become available under the Plan as a result of the adjustment provisions thereof.

Item 3.  Incorporation of Documents by Reference

The following documents previously filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

(a)The Registrant’s Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 filed pursuant to Section 13(a) or 15(d) of the Exchange Act;

(b)All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the latest fiscal year covered by the Annual Report referred to in (a) above; and

(c)The description of the Common Stock set forth on pages 7, 8 and 9 of the Company’s Amendment No. 2 to its Registration Statement on Form S-14 (Registration No. 2-82386) filed under the Securities Act, which description was incorporated by reference in the Company’s Registration Statement on Form 8-A, dated June 15, 1987 filed under Section 12 of the Exchange Act, and including any amendments or reports filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents.

Any statement made in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which is also incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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Item 4.  Description of Securities

Not applicable.

Item 5.  Interests of Named Experts and Counsel

The legality of the securities registered hereunder will be passed upon for the Registrant by Troy & Gould Professional Corporation, the Registrant’s legal counsel.

Item 6.  Indemnification of Directors and Officers

Section 317 of the General Corporation Law of the State of California (the “GCL”) and Article V of the Registrant’s Bylaws provide for the indemnification of directors and officers under certain circumstances. The Registrant’s Bylaws grant the Registrant the power to indemnify its directors and officers under certain circumstances to the extent permitted by the GCL against certain expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceeding arising by reason of such person’s position as a director or officer of the Registrant.  Pursuant to the GCL and the Registrant’s Bylaws, the Registrant is required to indemnify directors and officers against expenses actually and reasonably incurred to the extent that such party is successful on the merits in the defense of certain proceedings.

Section 204(a)(11) of the GCL provides for the indemnification, subject to certain limitations, of directors and officers for breach of their duty to a corporation and its stockholders in excess of that expressly permitted by Section 317 of the GCL. An amendment to the Articles of Incorporation of the Registrant adopted the implementation of Section 204(a)(11) of the GCL.

In addition, the Registrant has entered into Indemnity Agreements with certain of its directors and certain officers which provide for, among other items and except to the extent prohibited by any limitations on indemnification under the GCL which cannot be waived, the mandatory indemnification by the Registrant of any amount which a director or officer is legally obligated to pay because of claims made against such person relating to his service as a director or officer of the Registrant.

The Registrant also maintains a directors’ and officers’ liability insurance policy insuring the Registrant’s directors and officers against certain liabilities and expenses incurred by them in their capacities as such, and insuring the Registrant under certain circumstances, in the event that indemnification payments are made by the Registrant to such directors and officers.

Item 7.  Exemption from Registration Claimed

Not applicable.

Item 8.  Exhibits.

See the attached Exhibit Index that follows the signature pages, which is incorporated by reference.

Item 9.  Undertakings.

(a)The Registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which,

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individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which is registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

(iv) provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered hereunder which remain unsold at the termination of the offering.

(b)The Registrant hereby undertakes:

That for purposes of determining any liability under the Securities Act of 1933, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)  Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act, National Mercantile Bank 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 Los Angeles, State of California, on this 25th day of May, 2005.

National Mercantile Bancorp
By:	/s/ Scott A. Montgomery
	Scott A. Montgomery
	President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Scott A. Montgomery and David Brown and such person’s true and lawful attorney-in-fact and agent, with full power of substitution, to sign on such person’s behalf, individually and in each capacity stated below, all amendments and post-effective amendments to this Registration Statement on Form S-8 and to file the same, with all exhibits thereto and any other documents in connection therewith, with the Commission under the Securities Act, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as each might or could do in person, hereby ratifying and confirming each act that said attorney-in-fact and agent may lawfully do or cause to be done by virtue thereof.  Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Scott A. Montgomery	President and Chief Executive	May 25, 2005
Scott A. Montgomery	Officer, Director
/s/ Robert E. Gipson	Chairman	May 25, 2005
Robert E. Gipson
/s/ Robert E. Thomson	Vice Chairman	May 25, 2005
Robert E. Thomson
/s/ Donald E. Benson	Director	May 25, 2005
Donald E. Benson
/s/ Joseph N. Cohen	Director	May 25, 2005
Joseph N. Cohen
/s/ Antionette Hubenette	Director	May 25, 2005
Antionette Hubenette, M.D.
/s/ Dion G. Morrow	Director	May 25, 2005
Dion G. Morrow
/s/ Carl. R. Terzian	Director	May 25, 2005
Carl. R. Terzian

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/s/ W. Douglas Hile	Director	May 25, 2005
W. Douglas Hile
/s/ David R. Brown	Principal Financial and	May 25, 2005
David R. Brown	Principal Accounting Officer

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EXHIBIT INDEX

Exhibit No.	Exhibit Description
4.1	National Mercantile Bancorp 2005 Stock Incentive Plan.
5.1	Opinion of Troy & Gould Professional Corporation with respect to the securities being registered.
10.1	Form of Incentive Stock Option Agreement.
10.2	Form of Non-Qualified Stock Option Agreement.
23.1	Consent of Troy & Gould Professional Corporation (contained in Exhibit 5.1).
23.2	Consent of Ernst & Young, LLP
24.1	Power of attorney (contained on the signature page hereto).

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EX-4.1

EXHIBIT 4.1

NATIONAL MERCANTILE BANCORP

2005 STOCK INCENTIVE PLAN

Section 1.  PURPOSE

The purpose of the 2005 Stock Incentive Plan (the “2005 Plan”) of National Mercantile Bancorp, a California corporation and a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the “Company”), is to enable the Company to attract, retain and motivate its employees and independent contractors by providing for or increasing the proprietary interests of such employees and independent contractors in the Company, and to enable the Company to attract, retain and motivate its nonemployee directors and further align their interest with those of the shareholders of the Company by providing for or increasing the proprietary interest of such directors in the Company.

Section 2.  PERSONS ELIGIBLE

Each director, officer, employee or independent contractor of the Company or any of its subsidiaries (each, a “Participant”) shall be eligible to be considered for the grant of an Award (as hereinafter defined) under the 2005 Plan.

Section 3.  AWARDS

(a)   The Administrator (as hereinafter defined) responsible for administration of the 2005 Plan is authorized to enter into any type of arrangement on behalf of the Company with a Participant that is not inconsistent with the provisions of the 2005 Plan and that, by its terms, involves or might involve the issuance of (i) shares of common stock of the Company (“Common Shares”) or (ii) Derivative Security (as such term is defined in Rule 16a-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as such rule may be amended from time to time) with an exercise or conversion privilege at a price related to the Common Shares or with a value derived from the value of the Common Shares.  The entering into of any such arrangement is referred to herein as the grant of an “Award.”

(b)   Awards are not restricted to any specified form or structure and may include, without limitation, sales or bonuses of stock, restricted stock, stock options, reload stock options, stock purchase warrants, other rights to acquire stock, securities convertible into or redeemable for stock, stock appreciation rights (“SARs”), phantom stock, dividend equivalents, performance units or performance shares, and an Award may consist of one such security or benefit, or two or more of them in tandem or in the alternative.

(c)   Awards may be issued, and Common Shares may be issued pursuant to an Award, for any lawful consideration as determined by the Administrator, including, without limitation, services rendered by the recipient of such Award.

(d)   Subject to the provisions of the 2005 Plan, the Administrator, in its sole and absolute discretion, shall determine all of the terms and conditions of each Award granted hereunder, which terms and conditions may include, among other things:

(i)   a provision permitting the recipient of such Award, including any recipient who is a director or officer of the Company, to pay the purchase price of the Common Shares or

other property issuable pursuant to such Award, or such recipient’s tax withholding obligation with respect to such issuance, in whole or in part, by any one or more of the following:

(A)   the delivery of cash;

(B)   the delivery of other property deemed acceptable by the Administrator;

(C)   the delivery of previously owned shares of capital stock of the Company; or

(D)   a reduction in the amount of Common Shares otherwise issuable pursuant to such Award.

(ii)   a provision conditioning or accelerating the receipt of benefits pursuant to such Award, either automatically or in the discretion of the Administrator, upon the occurrence of specified events, including, without limitation, a change of control of the Company (as defined by the Administrator), an acquisition of a specified percentage of the voting power of the Company, the dissolution or liquidation of the Company, a sale of substantially all of the property and assets of the Company or an event of the type described in Section 7 hereof; or

(iii)   a provision required in order for such Award to qualify as an incentive stock option (an “Incentive Stock Option”) under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”); provided, however, that no Award issued to any Nonemployee Director or any independent contractor of the Company shall qualify as an Incentive Stock Option.

Section 4.  STOCK SUBJECT TO THE 2005 PLAN

(a)   At any time, the aggregate number of Common Shares issued or issuable pursuant to all Awards (including all Incentive Stock Options) granted under the 2005 Plan shall not exceed 250,000 shares subject to adjustment as provided in Section 7 hereof.

(b)   For purposes of Section 4(a) hereof, the aggregate number of Common Shares issued or issuable pursuant to Awards granted under the 2005 Plan shall at any time be deemed to be equal to the sum of the following:

(i)   the number of Common Shares that were issued prior to such time pursuant to Awards granted under the 2005 Plan, other than Common Shares that were subsequently reacquired by the Company pursuant to the terms and conditions of such Awards and with respect to which the holder thereof received no benefits of ownership such as dividends; plus

(ii)   the number of Common Shares that were otherwise issuable prior to such time pursuant to Awards granted under the 2005 Plan, but that were withheld by the Company as payment of the purchase price of the Common Shares issued pursuant to such Awards or as payment of the recipient’s tax withholding obligation with respect to such issuance; plus

(iii)   the maximum number of Common Shares that are or may be issuable at or after such time pursuant to Awards granted under the 2005 Plan prior to such time.

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(c)   No Participant shall be granted Awards during any 12-month period covering more than 100,000 Common Shares.

Section 5.  DURATION

Unless sooner terminated pursuant to Section 8 below, the 2005 Plan shall terminate on March 24, 2015.  No Awards shall be granted under the 2005 Plan while the 2005 Plan is suspended or after it is terminated.

Section 6.  ADMINISTRATION

(a)   The 2005 Plan shall be administered by the Board of Directors of the Company (the “Board”) or by a committee (the “Committee”) to which administration of the 2005 Plan, or of part of the Plan, is delegated by the Board (in either case, the “Administrator”).  The Board shall appoint and remove members of the Committee in its discretion in accordance with applicable laws.  At Board’s discretion, the Committee may be comprised solely of “non-employee directors” within the meaning of Rule 16b-3 under the Exchange Act and/or “outside directors” within the meaning of Section 162(m) of the Code.  The foregoing notwithstanding, the Administrator may delegate nondiscretionary administrative duties to such employees of the Company as it deems proper and the Board, in its absolute discretion, may at any time and from time to time exercise any and all rights and duties of the Administrator under the 2005 Plan.  Notwithstanding any provision in the 2005 Plan to the contrary, in the event that the Administrator is acting with respect to an Award granted or to be granted to a member of the Board, such Board member shall abstain from any vote taken by the Board or the Committee with respect to such Award (or, if such Board member does vote on the matter, his vote will not be counted in determining whether the matter in question has been approved).

(b)   Subject to the other provisions of the 2005 Plan, the Administrator shall have the authority, in its discretion: (i) to grant Awards (but the benefit payable on the exercise of an SAR shall be payable only in Common Stock with a Fair Market Value equal to the appreciation); (ii) to determine the Fair Market Value of the Common Shares subject to Awards; (iii) to determine the exercise price of Awards granted (but in no event shall the exercise price of an option or the base value of an SAR be less than the Fair Market Value of the Common Stock on the date of grant); (iv) to determine the persons to whom, and the time or times at which, Awards shall be granted, and the number of shares subject to each Award; (v) to interpret the 2005 Plan; (vi) to prescribe, amend, and rescind rules and regulations relating to the 2005 Plan; (vii) to determine the terms and provisions of each Award granted (which need not be identical), including but not limited to, the time or times at which Awards shall be exercisable; (vii) to modify or amend any Award (with the consent of the Participant if the modification or amendment is adverse to the Participant; (ix) to defer (with the consent of the Participant) the exercise date of any Award; (x) to authorize any person to execute on behalf of the Company any instrument evidencing the grant of an Award; and (xi) to make all other determinations deemed necessary or advisable for the administration of the 2005 Plan.  The Administrator may delegate nondiscretionary administrative duties to such employees of the Company as it deems proper.

(c)   All questions of interpretation, implementation, and application of the 2005 Plan shall be determined by the Administrator. Such determinations shall be final and binding on all persons.

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Section 7.  ADJUSTMENTS

If the outstanding shares of the class of Company stock then subject to the 2005 Plan are increased, decreased or exchanged for or converted into cash, property or a different number or kind of securities, or if cash, property or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization, restructuring, reclassification, dividend (other than a regular cash dividend) or other distribution, stock split, reverse stock split or the like, or if substantially all of the property and assets of the Company are sold, then, unless the terms of such transaction shall provide otherwise, the Administrator shall make appropriate and proportionate adjustments in: (i) the number and type of shares or other securities or cash or other property that may be acquired pursuant to Awards theretofore granted under the 2005 Plan; and (ii) the maximum number and type of shares or other securities that may be issued pursuant to Awards thereafter granted under the 2005 Plan.  The determination of the Administrator as to what adjustments shall be made pursuant to this section, and the extent thereof, shall be final and conclusive.  No fractional shares of stock shall be issued under the 2005 Plan on account of any such adjustment.

Section 8.  AMENDMENT AND TERMINATION

The Board may suspend or terminate the 2005 Plan at any time; provided, however, that no such suspension or termination shall deprive the recipient of any Award theretofore granted under the 2005 Plan, without the consent of such recipient, of any of his or her rights thereunder or with respect thereto.

The Board may amend the 2005 Plan at any time and in any manner subject to the following limitations:

(a)   No such amendment shall deprive the recipient of any Award theretofore granted under the 2005 Plan, without the consent of such recipient, of any of his or her rights thereunder or with respect thereto;

(b)   Except as otherwise provided in Section 7 relating to adjustments upon changes in stock, no such amendment shall be effective unless approved by the affirmative vote of the holders of a majority of the outstanding shares of the Company present, represented and entitled to vote at a shareholders meeting or by the written consent of a majority of the outstanding shares of the Company where such shareholder approval is required by law or pursuant to the Articles of Incorporation or Bylaws of the Company; and

(c)   Section 10 hereof shall not be amended more than once every six (6) months, other than to comport with changes in the Code, the Employee Retirement Income Security Act, or the rules and regulations thereunder.

Section 9.  EFFECTIVE DATE

The 2005 Plan shall be effective as of March 25, 2005, the date upon which it was approved by the Board of Directors; provided, however, that no Common Shares may be issued under this Plan until it has been approved, directly or indirectly, by the affirmative vote of the holders (the “Shareholders”) of a majority of the outstanding shares of the Company present, or represented, and entitled to vote at a meeting duly held in accordance with the laws of the State of California.

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EX-5.1

EXHIBIT 5.1

[Troy & Gould Letterhead]

May 25, 2005

National Mercantile Bancorp

1880 Century Park East

Los Angeles, CA  90067

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to which this letter is attached as Exhibit 5.1 filed by National Mercantile Bancorp, a California corporation (the “Company”), in order to register under the Securities Act of 1933, as amended (the “Act”), 250,000 shares of common stock, without par value (the “Shares”), of the Company issuable pursuant to the Company’s 2005 Stock Incentive Plan (the “Plan”).

We also have examined such other documents and reviewed such questions of law as we have considered necessary or appropriate for purposes of this opinion.  Based on the foregoing, we are of the opinion that the Shares have been duly authorized and upon issuance and sale in conformity with and pursuant to the Plan, the Shares will be validly issued, fully paid and non-assessable.

We consent to the use of this opinion as an Exhibit to the Registration Statement and to the use of our name in the Prospectus constituting a part thereof.  In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act or under the rules and regulations of the Commission.

Very truly yours,

/s/ Troy & Gould

TROY & GOULD

Professional Corporation

EX-10.1

Exhibit 10.1

NATIONAL MERCANTILE BANCORP

2005 Stock Incentive Plan

Incentive Stock Option Agreement

This ISO STOCK OPTION AGREEMENT (the “Agreement”) is made as of the [       ] day of [             ], [                  ] between NATIONAL MERCANTILE BANCORP, a California corporation (the “Company”), and [                   ] (the “Optionee”).

R E C I T A L S

The option granted pursuant to the 2005 Stock Incentive Plan (the “2005 Plan”), hereby is intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent possible.

NOW, THEREFORE, the parties hereto agree as follows:

1.GRANT OF OPTION.  The Company hereby grants to the Optionee as of the date hereof (the “Date of Grant”) an incentive stock option (the “Option”) to purchase, on the terms and conditions hereinafter set forth, [                 ] ([                ]) shares of the Company’s Common Stock, no par value (the “Option Shares”), at a purchase price of [                 ] per share.

2.VESTING.  The Option shall vest and become exercisable as follows:

[                                  ]

[                                  ]

provided, however, that no portion of the Option may be exercised by the Optionee to the extent that such exercise would cause an ownership change to occur pursuant to Section 382 of the Code.  Section 382 of the Code provides, among other things, that utilization of net operating losses will be restricted if there is a change in ownership of the loss corporation.  Changes in ownership are determined by reference to 5% shareholders.

3.EXPIRATION OF OPTION AND CERTAIN LIMITATIONS ON RIGHT TO EXERCISE.

(a)The Option shall expire on the [        ] anniversary of the Date of Grant (the “Expiration Date”), except that (i) if the Optionee ceases, on or before the Expiration Date, for any reason other than death or permanent disability, to be employed by the Company or a subsidiary of the Company, the Option shall expire as provided in Section 6 below, and (ii) if the Optionee ceases, on or before the Expiration Date, to be employed by the Company or a subsidiary of the Company, by reason of death or permanent disability, the Option shall expire as provided in Section 7 below.  The term

“Employee” as used in this Option means an officer or other employee of the Company or any subsidiary (including an officer who is also a director of the Company or any subsidiary).

(b)The Option may be exercised in whole or in part from time to time on or after [                 ] until the Expiration Date (subject to the provisions hereof), except that not less than one hundred (100) shares may be purchased at any time unless the number of shares then purchasable hereunder shall be less than one hundred.

(c)Except as provided in Sections 6 and 7 below, none of the Option Shares may be purchased hereunder unless the Optionee, at the time he exercises the Option, is employed by the Company or a subsidiary of the Company, since the date hereof.  A leave of absence approved in writing by the Administrator (as defined in the 2005 Plan) shall not be deemed a termination of employment for any purpose of this Option.

(d)As a condition to exercise of this Option, the Company may require Optionee to pay over to the Company all applicable federal, state and local taxes which the Company is required to withhold with respect to the exercise of this Option.  At the discretion of the Administrator and upon the request of Optionee, the minimum statutory withholding tax requirements may be satisfied by the withholding of Shares otherwise issuable to Optionee upon the exercise of this Option.

4METHOD OF EXERCISE OF OPTION.  The Option may be exercised only by delivery to the Company of a written notice of exercise specifying the number of Option Shares which the Optionee then elects to purchase, accompanied by payment in full of the aggregate exercise price for such shares (the “Exercise Price”), in cash or by check payable to the Company, or in shares of the Company’s Common Stock, represented by a certificate duly endorsed, transferring to the Company good and valid title to such shares, such shares to be valued on the basis of the aggregate Fair Market Value (as defined in Section 10 hereof) thereof on the date of such exercise.

5NON-TRANSFERABILITY OF OPTION.  The Option shall not be transferable by the Optionee otherwise than by will or the laws of descent and distribution, and it shall be exercisable, during the lifetime of the Optionee only by him or by his guardian or legal representative regardless of any community property interest therein of the spouse of the Optionee or such spouse’s successors in interest.

6.TERMINATION OF EMPLOYMENT.

(a)If the Optionee ceases to be employed by the Company or a subsidiary of the Company for any reason other than death or permanent disability, the Option shall expire three (3) months after the date the Optionee ceases to be so employed, unless by its terms it expires sooner.  The Option may be exercised by the Optionee within such three month period to the extent it was exercisable on the date of such cessation of employment.

(b)The Option confers no right upon the Optionee with respect to the continuation of his employment with the Company or any of its subsidiaries, and shall not interfere with the right of the Company or a subsidiary, or of the Optionee, to terminate his employment at any time.

7.DEATH OR PERMANENT DISABILITY OF OPTIONEE.  If the Optionee ceases to be employed by the Company or a subsidiary of the Company by reason of death or permanent disability, the Option shall expire one (1) year after the date of such death or disability, unless by its terms it expires sooner.  The Option may be exercised only (i) by the Optionee within such one year period to the extent it was exercisable on the date of permanent disability or (ii) by the heirs of the Optionee within such one year period to the extent it was exercisable on the date of death.

8.ADJUSTMENTS UPON THE OCCURRENCE OF CERTAIN EVENTS.

(a)If the outstanding shares of the Company’s Common Stock are increased, decreased, or exchanged for or converted into cash, property or a different number or kind of shares or securities of the Company through reorganization, recapitalization, reclassification, merger, consolidation, restructuring, stock dividend, stock split, reverse stock split or other similar transaction, or if substantially all of the property and assets of the Company are sold, then, unless the terms of such transaction provide otherwise, an appropriate and proportionate adjustment shall be made in the Option Shares pursuant to which the Options relate.  Any such adjustment in the outstanding Options shall be made without change in the aggregate purchase price applicable to the unexercised portion of the Options but with a corresponding adjustment in the price for each Option Share.

(b)No adjustment provided for in this Section 8 shall require the Company to sell a fractional share under the Options.

9.CORPORATE TRANSACTIONS.

(a)  This Option shall terminate upon consummation of the Corporate Transaction (as defined below) unless the Administrator determines that they shall survive.  If the Administrator determines that this Option shall survive, and if the Company shall not be the surviving entity in the Corporate Transaction, the Administrator shall provide that this Option shall be assumed or an equivalent Option substituted by an applicable successor entity or any affiliate of the successor entity.  If this Option terminates upon consummation of the Corporate Transaction, then this Option shall be deemed fully vested and exercisable immediately prior to the consummation of the Corporate Transaction and provided that this Option has not expired by its terms the Optionee shall take all steps necessary to exercise this Option prior to the Corporate Transaction.  The Administrator shall provide the Optionee notice of the proposed Corporate Transaction at least 10 days prior thereto or as soon as may be practicable.

(b) For purposes of this Section a  “Corporate Transaction” means (i) a liquidation or dissolution of the Company; (ii) a merger or consolidation of the Company with or into another corporation or entity as a result of which the Company’s Common Stock is changed into or exchanged for cash or property or securities not of the Company’s issue (other than a merger

with a wholly-owned subsidiary or reincorporation merger); or (iii) a sale of all or substantially all of the assets of the Company in a single transaction or a series of related transactions.

10.DELIVERY OF STOCK CERTIFICATES.  Upon the exercise of all or a portion of the Option, the Company, as promptly as practicable, shall mail or deliver to the Optionee a stock certificate or certificates representing the shares then purchased, and will pay all stamp taxes payable in connection therewith.  The issuance of such shares and delivery of the certificate or certificates therefor shall, however, be subject to any delay necessary to complete (a) the listing of such shares on any stock exchange upon which shares of the same class are then listed or quoted on the Nasdaq, (b) such registration or other qualification of such shares under any state or federal law, rule, or regulation as the Company may determine to be necessary or advisable, and (c) the making of provision for the payment or withholding of any taxes required to be withheld pursuant to any applicable law, in respect of the exercise of the Option or the receipt of such shares.

11.           DETERMINATION OF FAIR MARKET VALUE.  For purposes of this Agreement, the “Fair Market Value” of Common Stock or other securities of the Company shall be determined as follows:

(a) If the stock of the Company is listed on a securities exchange or is regularly quoted by a recognized securities dealer, and selling prices are reported, its fair market value shall be the closing price of such stock on the date the value is to be determined, but if selling prices are not reported, its fair market value shall be the mean between the high bid and low asked prices for such stock on the date the value is to be determined (or if there are no quoted prices for the date of grant, then for the last preceding business day on which there were quoted prices).

(b) In the absence of an established market for the stock, the fair market value thereof shall be determined in good faith by the Administrator, with reference to the Company’s net worth, prospective earning power, dividend-paying capacity, and other relevant factors, including the goodwill of the Company, the economic outlook in the Company’s industry, the Company’s position in the industry, the Company’s management, and the values of stock of other corporations in the same or a similar line of business.

12.           NOTICES, ETC.

(a)Any notice hereunder by the Optionee shall be given to the Company in writing and such notice and any payment by the Optionee hereunder shall be deemed duly given or made only upon receipt thereof at the Company’s corporate offices at the principal executive offices of the Company, or at such other address as the Company may designate by notice to the Optionee.

(b)Any notice or other communication to the Optionee shall be in writing and any such communication and any delivery to the Optionee hereunder shall be deemed duly given or made if mailed or delivered to the Optionee at such address as the Optionee shall have on file with the Company or in care of the Company at the  address of its corporate offices indicated above.

13.WAIVER.  The waiver by the Company of any provision of the Option shall not operate as or be construed to be a waiver of the same provision or any other provision hereof at any subsequent time or for any other purpose.

14.IRREVOCABILITY.  The Option shall be irrevocable until it expires as herein provided.

15.EFFECTIVE DATE.  The Option shall be deemed granted and effective on the Date of Grant.

16.INTERPRETATION AND CONSTRUCTION.  The interpretation and construction of the Option by the Administrator shall be final, binding and conclusive.  The section headings in this Agreement are for convenience of reference only and shall not be deemed part of, or germane to the interpretation or construction of, this Agreement.

NATIONAL MERCANTILE BANCORP

By:

Name:

Title:

[                        ]

Optionee

By his or her signature below, the spouse of the Optionee agrees to be bound by all of the terms and conditions of the foregoing Agreement.

Spouse of Optionee

EX-10.2

Exhibit 10.2

NATIONAL MERCANTILE BANCORP

2005 Stock Incentive Plan

Non-Qualified Stock Option Agreement

This NON-QUALIFED STOCK OPTION AGREEMENT (the “Agreement”) is made as of the [          ] day of [               ], [                 ] between NATIONAL MERCANTILE BANCORP, a California corporation (the “Company”), and [                      ] (the “Optionee”).

R E C I T A L S

The option is hereby granted pursuant to the 2005 Stock Incentive Plan (the “2005 Plan”).

NOW, THEREFORE, the parties hereto agree as follows:

1.GRANT OF OPTION.  The Company hereby grants to the Optionee as of the date hereof (the “Date of Grant”) a non-qualified stock option (the “Option”) to purchase, on the terms and conditions hereinafter set forth, [                ] ([             ]) shares of the Company’s Common Stock, no par value (the “Option Shares”), at a purchase price of [                ] per share.

2.VESTING.  The Option shall vest and become exercisable as follows:

[                                  ]

[                                  ]

provided, however, that no portion of the Option may be exercised by the Optionee to the extent that such exercise would cause an ownership change to occur pursuant to Section 382 of the Code.  Section 382 of the Code provides, among other things, that utilization of net operating losses will be restricted if there is a change in ownership of the loss corporation.  Changes in ownership are determined by reference to 5% shareholders.

3.EXPIRATION OF OPTION AND CERTAIN LIMITATIONS ON RIGHT TO EXERCISE.

(a)The Option shall expire on the [        ] anniversary of the Date of Grant (the “Expiration Date”), except that (i) if the Optionee ceases, on or before the Expiration Date, for any reason other than death or permanent disability, to be employed by the Company or a subsidiary of the Company, the Option shall expire as provided in Section 6 below, and (ii) if the Optionee ceases, on or before the Expiration Date, to be employed by the Company or a subsidiary of the Company, by reason of death or permanent disability, the Option shall expire as provided in Section 7 below.  The term “Employee” as used in this Option means an officer or other employee of the Company or any subsidiary (including an officer who is also a director of the Company or any subsidiary).

(b)The Option may be exercised in whole or in part from time to time on or after [                    ]  until the Expiration Date (subject to the provisions hereof), except that not less than one hundred (100) shares may be purchased at any time unless the number of shares then purchasable hereunder shall be less than one hundred.

(c)Except as provided in Sections 6 and 7 below, none of the Option Shares may be purchased hereunder unless the Optionee, at the time he exercises the Option, is employed by the Company or a subsidiary of the Company, since the date hereof.  A leave of absence approved in writing by the Administrator (as defined in the 2005 Plan) shall not be deemed a termination of employment for any purpose of this Option.

(d)As a condition to exercise of this Option, the Company may require Optionee to pay over to the Company all applicable federal, state and local taxes which the Company is required to withhold with respect to the exercise of this Option.  At the discretion of the Administrator and upon the request of Optionee, the minimum statutory withholding tax requirements may be satisfied by the withholding of Shares otherwise issuable to Optionee upon the exercise of this Option.

4METHOD OF EXERCISE OF OPTION.  The Option may be exercised only by delivery to the Company of a written notice of exercise specifying the number of Option Shares which the Optionee then elects to purchase, accompanied by payment in full of the aggregate exercise price for such shares (the “Exercise Price”), in cash or by check payable to the Company, or in shares of the Company’s Common Stock, represented by a certificate duly endorsed, transferring to the Company good and valid title to such shares, such shares to be valued on the basis of the aggregate Fair Market Value (as defined in Section 10 hereof) thereof on the date of such exercise.

5NON-TRANSFERABILITY OF OPTION.  The Option shall not be transferable by the Optionee otherwise than by will or the laws of descent and distribution, and it shall be exercisable, during the lifetime of the Optionee only by him or by his guardian or legal representative regardless of any community property interest therein of the spouse of the Optionee or such spouse’s successors in interest.

6.TERMINATION OF EMPLOYMENT.

(a)If the Optionee ceases to be employed by the Company or a subsidiary of the Company for any reason other than death or permanent disability, the Option shall expire three (3) months after the date the Optionee ceases to be so employed, unless by its terms it expires sooner.  The Option may be exercised by the Optionee within such three month period to the extent it was exercisable on the date of such cessation of employment.

(b)The Option confers no right upon the Optionee with respect to the continuation of his employment with the Company or any of its subsidiaries, and shall not interfere with the right of the Company or a subsidiary, or of the Optionee, to terminate his employment at any time.

7.DEATH OR PERMANENT DISABILITY OF OPTIONEE.  If the Optionee ceases to be employed by the Company or a subsidiary of the Company by reason of death or permanent disability, the Option shall expire one (1) year after the date of such death or disability, unless by its terms it expires sooner.  The Option may be exercised only (i) by the Optionee within such one year period to the extent it was exercisable on the date of permanent disability or (ii) by the heirs of the Optionee within such one year period to the extent it was exercisable on the date of death.

8.ADJUSTMENTS UPON THE OCCURRENCE OF CERTAIN EVENTS.

(a)If the outstanding shares of the Company’s Common Stock are increased, decreased, or exchanged for or converted into cash, property or a different number or kind of shares or securities of the Company through reorganization, recapitalization, reclassification, merger, consolidation, restructuring, stock dividend, stock split, reverse stock split or other similar transaction, or if substantially all of the property and assets of the Company are sold, then, unless the terms of such transaction provide otherwise, an appropriate and proportionate adjustment shall be made in the Option Shares pursuant to which the Options relate.  Any such adjustment in the outstanding Options shall be made without change in the aggregate purchase price applicable to the unexercised portion of the Options but with a corresponding adjustment in the price for each Option Share.

(b)No adjustment provided for in this Section 8 shall require the Company to sell a fractional share under the Options.

9.CORPORATE TRANSACTIONS.

(a)  This Option shall terminate upon consummation of the Corporate Transaction (as defined below) unless the Administrator determines that they shall survive.  If the Administrator determines that this Option shall survive, and if the Company shall not be the surviving entity in the Corporate Transaction, the Administrator shall provide that this Option shall be assumed or an equivalent Option substituted by an applicable successor entity or any affiliate of the successor entity.  If this Option terminates upon consummation of the Corporate Transaction, then this Option shall be deemed fully vested and exercisable immediately prior to the consummation of the Corporate Transaction and provided that this Option has not expired by its terms the Optionee shall take all steps necessary to exercise this Option prior to the Corporate Transaction.  The Administrator shall provide the Optionee notice of the proposed Corporate Transaction at least 10 days prior thereto or as soon as may be practicable.

(b) For purposes of this Section a  “Corporate Transaction” means (i) a liquidation or dissolution of the Company; (ii) a merger or consolidation of the Company with or into another corporation or entity as a result of which the Company’s Common Stock is changed into or exchanged for cash or property or securities not of the Company’s issue (other than a merger with a wholly-owned subsidiary or reincorporation merger); or (iii) a sale of all or substantially all of the assets of the Company in a single transaction or a series of related transactions.

10.DELIVERY OF STOCK CERTIFICATES.  Upon the exercise of all or a portion of the Option, the Company, as promptly as practicable, shall mail or deliver to the Optionee a stock certificate or certificates representing the shares then purchased, and will pay all stamp taxes payable in connection therewith.  The issuance of such shares and delivery of the certificate or certificates therefor shall, however, be subject to any delay necessary to complete (a) the listing of such shares on any stock exchange upon which shares of the same class are then listed or quoted on the Nasdaq, (b) such registration or other qualification of such shares under any state or federal law, rule, or regulation as the Company may determine to be necessary or advisable, and (c) the making of provision for the payment or withholding of any taxes required to be withheld pursuant to any applicable law, in respect of the exercise of the Option or the receipt of such shares.

11.           DETERMINATION OF FAIR MARKET VALUE.  For purposes of this Agreement, the “Fair Market Value” of Common Stock or other securities of the Company shall be determined as follows:

(a) If the stock of the Company is listed on a securities exchange or is regularly quoted by a recognized securities dealer, and selling prices are reported, its fair market value shall be the closing price of such stock on the date the value is to be determined, but if selling prices are not reported, its fair market value shall be the mean between the high bid and low asked prices for such stock on the date the value is to be determined (or if there are no quoted prices for the date of grant, then for the last preceding business day on which there were quoted prices).

(b) In the absence of an established market for the stock, the fair market value thereof shall be determined in good faith by the Administrator, with reference to the Company’s net worth, prospective earning power, dividend-paying capacity, and other relevant factors, including the goodwill of the Company, the economic outlook in the Company’s industry, the Company’s position in the industry, the Company’s management, and the values of stock of other corporations in the same or a similar line of business.

12.           NOTICES, ETC.

(a)Any notice hereunder by the Optionee shall be given to the Company in writing and such notice and any payment by the Optionee hereunder shall be deemed duly given or made only upon receipt thereof at the Company’s corporate offices at the principal executive offices of the Company, or at such other address as the Company may designate by notice to the Optionee.

(b)Any notice or other communication to the Optionee shall be in writing and any such communication and any delivery to the Optionee hereunder shall be deemed duly given or made if mailed or delivered to the Optionee at such address as the Optionee shall have on file with the Company or in care of the Company at the  address of its corporate offices indicated above.

13.WAIVER.  The waiver by the Company of any provision of the Option shall not operate as or be construed to be a waiver of the same provision or any other provision hereof at any subsequent time or for any other purpose.

14.IRREVOCABILITY.  The Option shall be irrevocable until it expires as herein provided.

15.EFFECTIVE DATE.  The Option shall be deemed granted and effective on the Date of Grant.

16.INTERPRETATION AND CONSTRUCTION.  The interpretation and construction of the Option by the Administrator shall be final, binding and conclusive.  The section headings in this Agreement are for convenience of reference only and shall not be deemed part of, or germane to the interpretation or construction of, this Agreement.

NATIONAL MERCANTILE BANCORP

By:

Name:

Title:

[                         ]

Optionee

By his or her signature below, the spouse of the Optionee agrees to be bound by all of the terms and conditions of the foregoing Agreement.

Spouse of Optionee

EX-23.2

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2005 Stock Incentive Plan of National Mercantile Bancorp of our report dated March 28, 2005, with respect to the consolidated financial statements and schedules of National Mercantile Bancorp included in its Annual Report (Form 10-KSB) for the year ended December 31, 2004, filed with the Securities and Exchange Commission.

/s/ ERNST & YOUNG LLP

Los Angeles, California

May 23, 2005