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                  LIFE INSURANCE

       ENDORSEMENT METHOD SPLIT DOLLAR PLAN

                     AGREEMENT


Insurer/Policy Number:   ______________________
                         ______________________

Bank:  Saratoga National Bank

Insured: __________________

Relationship of Insured to Bank: ____________________

Date: _____________, 1998

The respective rights and duties of the Bank and the Insured in the above
policy(ies) (individually and collectively referred to as the "Policy") shall be
as follows:

I.   DEFINITIONS

     Refer to the Policy provisions for the definition of all terms in this
Agreement.

II.  POLICY TITLE AND OWNERSHIP

     Title and ownership shall reside in the Bank for its use and for the use
     of the Insured all in accordance with this Agreement.  The Bank alone
     may, to the extent of its interest, exercise the right to borrow or
     withdraw the Policy cash values.  Where the Bank and the Insured (or
     beneficiary[ies] or assignee[s], with the consent of the Insured)
     mutually agree to exercise the right to increase the coverage under the
     subject split dollar Policy, then, in such event, the rights, duties and
     benefits of the parties to such increased coverage shall continue to be
     subject to the terms of this Agreement.

III. BENEFICIARY DESIGNATION RIGHTS

     The Insured (or beneficiary[ies] or assignee[s]) shall have the right and
     power to designate a beneficiary or beneficiaries to receive his or her
     share of the proceeds payable upon the death of the Insured, and to
     elect and change a payment option for such beneficiary, subject to any
     right or interest the Bank may have in such proceeds, as provided in
     this Agreement.

IV.  PREMIUM PAYMENT METHOD

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     The Bank shall pay an amount equal to the planned premiums and any
     other premium payments that might become necessary to maintain the
     Policy in force.

V.   TAXABLE BENEFIT

     Annually the Insured will receive a taxable benefit equal to the
     assumed cost of insurance as required by the Internal Revenue
     Service.  The Bank (or its administrator) will report to the Insured the
     amount of imputed income received each year on Form W-2 or its
     equivalent.

VI.  DIVISION OF DEATH PROCEEDS

     Subject to Paragraph VII herein, the division of the death proceeds of
     the Policy is as follows:

     1.   The Insured's beneficiary(ies), designated in accordance with
          Paragraph III, shall be entitled to an amount equal to eighty
          percent (80%) of the net at risk insurance portion of the
          proceeds.  The net at risk insurance portion is the total
          proceeds less the cash value of the Policy.

     2.   The Bank shall be entitled to the remainder of such proceeds.

     3.   The Bank and the Insured (or beneficiary[ies] or assignee[s])
          shall share in any interest due on the death proceeds on a pro
          rata basis in the ratio that the proceeds due the Bank and the
          Insured, respectively, bears to the total proceeds, excluding
          any such interest.

VII. DIVISION OF CASH SURRENDER VALUE

     The Bank shall at all times be entitled to an amount equal to the
     Policy's cash value, as that term is defined in the Policy, less any
     Policy loans and unpaid interest or cash withdrawals previously
     incurred by the Bank and any applicable Policy surrender charges.
     Such cash value shall be determined as of the date of surrender of the
     Policy or death of the Insured as the case may be.

VIII.     PREMIUM WAIVER

     If the Policy contains a premium waiver provision, any such waived
     amounts shall be considered for all purposes of this Agreement as
     having been paid by the Bank.

IX.  RIGHTS OF PARTIES WHERE POLICY ENDOWMENT OR
     ANNUITY   ELECTION EXISTS

     In the event the Policy involves an endowment or annuity element, the
     Bank's right and interest in any endowment proceeds or annuity
     benefits shall be determined under the

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     provisions of this Agreement by
     regarding such endowment proceeds or the commuted value of such
     annuity benefits as the Policy's cash value.  Such endowment proceeds
     or annuity benefits shall be treated like death proceeds for the
     purposes of division under this Agreement.

X.   TERMINATION OF AGREEMENT

     This Agreement shall terminate at the option of the Bank following
     thirty (30) days written notice to the Insured upon the happening of
     any one of the following:

     1.   The Insured's right to receive benefits pursuant to the terms
          and conditions of that certain Executive Supplemental
          Compensation Agreement effective as of ___________, 1998,
          shall terminate for any reason other than the Insured's death;
          or

     2.   The Insured shall be discharged from service with the Bank as
          a result of a termination for cause under subparagraph (c), (d)
          or (e) below.  Notwithstanding the foregoing, this Agreement
          shall remain in effect in the event that the Insured is terminated
          pursuant to subparagraph (a), (b) or (f) below.  The term
          "termination for cause" shall mean termination of the
          employment of the Insured by reason of any of the following
          determined in good faith by the Bank's Board of Directors:

               (a)  The willful, intentional and material breach or
                    the habitual and continued neglect by the
                    Insured of his or her employment
                    responsibilities and duties;

               (b)  The continuous mental or physical incapacity
                    of the Insured, subject to disability rights
                    under this Agreement;

               (c)  The Insured's willful and intentional violation
                    of any federal banking or securities laws, or of
                    the Bylaws, rules, policies or resolutions of
                    Bank, or the rules or regulations of the Board
                    of Governors of the Federal Reserve System,
                    Federal Deposit Insurance Corporation, Office
                    of the Comptroller of the Currency, or other
                    regulatory agency or governmental authority
                    having jurisdiction over the Bank, which has a
                    material adverse effect upon the Bank;

               (d)  The written determination by a state or federal
                    banking agency or governmental authority
                    having jurisdiction over the Bank that the
                    Insured is not suitable to act in the capacity for
                    which he or she is employed by the Bank;
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               (e)  The Insured's conviction of (i) any felony or
                    (ii) a crime involving moral turpitude, or the
                    Insured's willful and intentional commission of
                    a fraudulent or dishonest act; or

               (f)  The Insured's willful and intentional disclosure,
                    without authority, of any secret or confidential
                    information concerning the Bank or taking any
                    action which the Bank's Board of Directors
                    determines, in its sole discretion and subject to
                    good faith, fair dealing and reasonableness,
                    constitutes unfair competition with or induces
                    any customer to breach any contract with the
                    Bank.

     Upon such termination, the Insured (or beneficiary[ies] or assignee[s])
     shall have a ninety (90) day option to receive from the Bank an
     absolute assignment of the Policy in consideration of a cash payment
     to the Bank, whereupon this Agreement shall terminate.  Such cash
     payment shall be the greater of:

     1.   The Bank's share of the cash value of the Policy on the date of
          such assignment, as defined in this Agreement.

     2.   The amount of the premiums which have been paid by the
          Bank prior to the date of such assignment.

     Should the Insured (or beneficiary[ies] or assignee[s]) fail to exercise
     this option within the prescribed ninety (90) day period, the Insured
     (or beneficiary[ies] or assignee[s]) agrees that all of his or her rights,
     interest and claims in the Policy shall terminate as of the date of the
     termination of this Agreement.

     Except as provided above, this Agreement shall terminate upon
     distribution of the death benefit proceeds in accordance with
     Paragraph VI above.

XI.  INSURED'S OR ASSIGNEE'S ASSIGNMENT RIGHTS

     The Insured may not, without the prior written consent of the Bank,
     which shall not be unreasonably withheld, assign to any individual,
     trust or other organization, any right, title or interest in the Policy nor
     any rights, options, privileges or duties created under this Agreement.

XII. AGREEMENT BINDING UPON THE PARTIES

     This Agreement shall be binding upon the Insured and the Bank, and
     their respective heirs, successors, personal representatives and assigns,
     as applicable.

XIII.     NAMED FIDUCIARY AND PLAN ADMINISTRATOR
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     The Bank is hereby designated the "Named Fiduciary" until
     resignation or removal by its Board of Directors.  As Named
     Fiduciary, the Bank shall be responsible for the management, control,
     and administration of this Agreement as established herein.  The
     Named Fiduciary may allocate to others certain aspects of the
     management and operations responsibilities of this Agreement,
     including the employment of advisors and the delegation of any
     ministerial duties to qualified individuals.

XIV. FUNDING POLICY

     The funding policy for this Agreement shall be to maintain the Policy
     in force by paying, when due, all premiums required.

XV.  CLAIM PROCEDURES

     Claim forms or claim information as to the subject Policy can be
     obtained by contacting The Benefit Marketing Group, Inc. (770-952-1529).
     When the Named Fiduciary has a claim which may be covered
     under the provisions described in the Policy, it should contact the
     office named above, and they will either complete a claim form and
     forward it to an authorized representative of the Insurer or advise the
     named Fiduciary what further requirements are necessary.  The
     Insurer will evaluate and make a decision as to payment.  If the claim
     is payable, a benefit check will be issued to the Named Fiduciary.

     In the event that a claim is not eligible under the Policy, the Insurer
     will notify the Named Fiduciary of the denial pursuant to the
     requirements under the terms of the Policy.  If the Named Fiduciary
     is dissatisfied with the denial of the claim and wishes to contest such
     claim denial, it should contact the office named above and they will
     assist in making inquiry to the Insurer.  All objections to the Insurer's
     actions should be in writing and submitted to the office named above
     for transmittal to the Insurer.

XVI. GENDER

     Whenever in this Agreement words are used in the masculine or
     neuter gender, they shall be read and construed as in the masculine,
     feminine or neuter gender, whenever they should so apply.


XVII.     INSURANCE COMPANY NOT A PARTY TO THIS AGREEMENT

     The Insurer shall not be deemed a party to this Agreement, but will
     respect the rights of the parties as set forth herein upon receiving an
     executed copy of this Agreement.  Payment or other performance in
     accordance with the Policy provisions shall fully discharge the Insurer
     from any and all liability.

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     IN WITNESS WHEREOF, the Insured and a duly authorized Bank
officer or director have signed this Agreement at Saratoga, California as of the
date first above written.


SARATOGA NATIONAL BANK             INSURED

__________________________              ________________________________
Richard L. Mount                        _____________________
President and Chief Executive Officer


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           BENEFICIARY DESIGNATION FORM



Primary Designation:

     Name                               Relationship

_____________________________           _______________________________________

_____________________________           _______________________________________

_____________________________           _______________________________________



Contingent Designation:

_____________________________           _______________________________________

_____________________________           _______________________________________

_____________________________           _______________________________________



_____________________________           _____________, 1998
___________________