<PAGE> 156
             SARATOGA NATIONAL BANK
        ESP  EXECUTIVE BENEFITS AGREEMENT

     THIS EXECUTIVE BENEFITS AGREEMENT is entered into on
June 18, 1999  by and between Saratoga National Bank ("Employer") and
Richard L. Mount ("Executive") for the purposes set forth hereinafter.
                    RECITALS
     WHEREAS, the Executive has been an employee of the Employer
since April 15, 1982, and is currently serving as its President and Chief
Executive Officer;
     WHEREAS, the Employer and the Executive desire to establish a
benefit arrangement for the Executive to be funded through insurance
premium contributions by the Executive and certain supplemental insurance
premium contributions by the Employer;
     WHEREAS, it is deemed to be in the best interests of the Employer
to provide the Executive with such supplemental insurance premium
contributions in order to eliminate certain  unresolved benefit deficiencies
in connection with that certain  Executive Supplemental Compensation
Agreement between the Employer and the Executive, dated September 24,
1998, on the terms and conditions set forth herein; and
     WHEREAS, the Executive and the Employer wish to specify in
writing the terms and conditions upon which this additional benefit will be
provided to the Executive, or to the Executive's spouse or other designated
beneficiary, as the case may be.
     NOW, THEREFORE, in consideration of the services to be
performed by the Executive in the future, as well as the mutual promises
and covenants contained herein, the Executive and the Employer agree as
follows:

<PAGE> 157

                    AGREEMENT
                    ARTICLE I
              DEFINITIONS AND TERMS
     1.1  Administrator.  The Benefits Marketing Group, Inc. shall be
the "Administrator" and, solely for the purposes of ERISA as defined in
subparagraph 1.10 below, the "fiduciary" of this Agreement where a
fiduciary is required by ERISA.
     1.2  Anniversary Date.  The term "Anniversary Date" shall mean
the first day of each Policy Year.
     1.3  Beneficiary.  The term "Beneficiary" shall mean the
person(s) or entity(ies) whom the Executive shall designate in a valid
Beneficiary Designation, a copy of which is attached hereto as Schedule
"A," to receive the benefits provided hereunder.  A Beneficiary Designation
shall be valid only if it is in the form attached hereto and made a part
hereof, completed and signed by the Executive and  received by the
Administrator prior to the Executive's death.
     1.4  Change in Control.   The term "Change in Control" shall
mean the occurrence of any of the following events with respect to the
Employer (with the term "Employer" being defined for purposes of
determining whether a "Change in Control" has occurred to include any
parent bank holding company owning 100% of the Employer's outstanding
common stock):  (i) a change in control of a nature that would be required
to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or in response to any other form or report to the
regulatory agencies or governmental authorities having jurisdiction over the
Employer or any stock exchange on which the Employer's shares are listed
which requires the reporting of a change in control; (ii) any merger,
consolidation or reorganization of the Employer in which the Employer
does not survive; (iii) any sale, lease, exchange, mortgage, pledge, transfer
or other disposition (in one transaction

<PAGE> 158
or a series of transactions) of any assets of the Employer having an aggregate
fair market value of fifty percent (50%) of the total value of the assets of
the Employer, reflected in the most recent balance sheet of the Employer; (iv)
a transaction whereby any "person" (as such term is used in the Exchange Act)
or any individual, corporation, partnership, trust or any other entity becomes
the beneficial owner, directly or indirectly, of securities of the Employer
representing twenty-five percent (25%) or more of the combined voting power of
the Employer's then outstanding securities; or (v) a situation where, in any
one-year period, individuals who at the beginning of such period constitute the
Board of Directors of the Employer cease for any reason to constitute at
least a majority thereof, unless the election, or the nomination for election
by the Employer's shareholders, of each new director is approved by a vote
of at least three-quarters (3/4) of the directors then still in office who were
directors at the beginning of the period.
     1.5  Code.  The "Code" shall mean the Internal Revenue Code of
1986, as amended (the "Code").
     1.6  Committee.  The Compensation Committee of the Board of
Directors of Employer.
     1.7  Compensation.  Compensation, with respect to any
Executive, means the portion of total compensation paid by the Employer,
including base salary, any Employer-paid bonuses, and excluding any non-taxable
fringe benefits provided by the Employer.
     1.8  Disability.  The term "Disability" shall have the same
meaning given such term in any policy of disability insurance maintained by
the Employer for the benefit of employees including the Executive.  In the
absence of such a policy which extends coverage to the Executive in the
event of disability, the term shall mean bodily injury or disease (mental or
physical) which wholly and continuously prevents the performance of duty
for at least three months.
     1.9  Effective Date.  June 18, 1999.

<PAGE> 159
     1.10 ERISA.  The term "ERISA" shall mean the Employee
Retirement Income Security Act of 1974, as amended.
     1.11 Insurance Company.  The Company(s) listed in Schedule
"B".
     1.12 Plan Year.   The initial Plan Year shall be the period
commencing on June 18, 1999 and ending on December 31, 1999.
Thereafter, the Plan Year shall be the same as the Policy Year.
     1.13 Policy.  The Policy purchased from the Insurance Company
pursuant to the terms of this Agreement and listed in Schedule "B".
     1.14 Policy Year.  The calendar year.
     1.15 Retirement Date.  The date of termination of the Executive's
employment with the Employer for any reason, including Disability,
voluntary or involuntary termination.
     1.16 Surviving Spouse.  The term "Surviving Spouse" shall mean
the person, if any, who shall be legally married to the Executive on the date
of the Executive's death.
                    ARTICLE II
             SCOPE, PURPOSE AND EFFECT
     2.1  Contract of Employment.  Although this Agreement is
intended to provide the Executive with an additional incentive to remain in
the employ of the Employer, this Agreement shall not be deemed to
constitute a contract of employment between the Executive and the
Employer nor shall any provision of this Agreement restrict or expand the
right of the Employer to terminate the Executive's employment.  This
Agreement shall have no impact or effect upon any separate written
Employment Agreement which the Executive may have with the Employer,
it being the parties' intention and agreement that unless this Agreement is
specifically referenced in said Employment Agreement (or any modification
thereto), this Agreement (and the Employer's obligations hereunder) shall
stand separate and apart and shall have no effect on or be affected by,

<PAGE> 160
the terms and provisions of said Employment Agreement.

     2.2  Fringe Benefit.  The benefits provided by this Agreement
are granted by the Employer as a fringe benefit to the Executive and are
not a part of any salary reduction plan or any arrangement deferring a
bonus or a salary increase.  The Executive has no option to take any
current payments or bonus in lieu of the benefits provided by this
Agreement.
                   ARTICLE III
           POLICY APPLICATION AND DATA
     3.1  Application.  The Employer and the Executive shall apply to
the Insurance Company for the Policy at the earliest practicable date.
When the Policy is issued, it shall be subject to the terms of this
Agreement.
     3.2  Policy Data.  The Insurance Company, Policy number,
initial amount of death benefit, and such other Policy data as may be
necessary or advisable to properly identify the Policy and benefits
thereunder shall be recorded on Schedule "B" attached hereto.
                   ARTICLE IV
             PREMIUM/BONUS PAYMENTS
     4.1  Executive Premiums.  The Executive shall make five (5)
annual premium payments ("Executive's Premiums") each in an amount
equal to $42,079 individually and $210,395 in the aggregate.
     4.2  Employer Premiums.  The Employer shall make five (5)
annual premium payments ("Employer's Premiums") each in an amount
equal to $28,058 individually and $140,290 in the aggregate.
     4.3  Premium Payment Date.  The Executive's Premiums and the
Employer's Premiums shall be paid to the Insurance Company concurrently
on such date during the first five (5) Plan

<PAGE> 161
Years as may be required by the Insurance Company to comply with the terms of
this Agreement.

     4.4  Bonus Payments/Taxes.  The Employer shall make five (5)
annual bonus compensation payments to the Executive in the amount of
$70,137 individually and $350,685 in the aggregate (the "Bonus
Payments").  The Bonus Payments shall be paid not later than thirty (30)
days prior to the date that Employer Premiums and Executive Premiums
are required to be paid to the Insurance Company during the first five (5)
Plan Years pursuant to this Agreement.  The Executive shall be responsible
for the payment of all taxes attributable to his receipt of such bonus
compensation payments from the Employer. ARTICLE V

      OWNERSHIP AND ALLOCATION OF INSURANCE
     5.1  Insurance Ownership.  The ownership of the Policy cash
surrender value and death benefit shall be as follows:
          (a)  Cash Surrender Value.  The Employer shall own that
portion of the total cash surrender value of the Policy equal to the total
amount of the Employer's Premiums and the Executive shall own the
remaining balance of the cash surrender value.
          (b)  Death Benefit.  The Employer shall own that portion of
the death benefit pursuant to the Policy equal to the total of the Employer's
Premiums, plus interest on each of the Employer's Premiums accruing at
the rate of six (6%) percent per annum from the date of each premium
payment until the date of death, compounded annually.  The remaining
balance of the death benefit shall be owned by the Executive's Beneficiary.
     5.2  Limited Rights.  Neither the Employer or the Executive
shall have or exercise any right in and to the portion of the Policy cash
surrender value or death benefit which is owned by or is payable to the
other party, including the right to borrow against or from the other party's

<PAGE> 162
portion of the cash surrender value of the Policy, the right to collect the
proceeds of the other party's portion of the death benefits of the Policy, or
take any actions which would reduce the other party's interest in the Policy.
     5.3  Policy Possession.  The Employer shall maintain possession
of the Policy.  The Employer shall make the Policy available to the
Insurance Company to the extent necessary for the purpose of
endorsements or filing any change of Beneficiary in accordance with the
provisions of this Agreement.  The Policy shall be returned promptly to the
Employer after any such action shall have been accomplished.


             ARTICLE VI
             POLICY BENEFIT PAYMENTS

     6.1  Policy Withdrawals/Loans.  Upon written notice to the
Administrator from the Executive on or after the Executive's Retirement
Date, the Executive shall be entitled to begin receiving Policy benefit
payments through withdrawals and/or loans of the Policy cash surrender
value to the extent of the Executive's ownership interest therein as set forth
in subparagraph 5.1 (a).  Such benefit payments shall be received by the
Executive in annual installments beginning on the Anniversary Date
coincident with or next following the Retirement Date, based on a schedule
that may be changed from time to time, at the discretion of the Executive.
The calculation of the installments will be based on the crediting rate of the
Policy as of the Retirement Date.  Should the crediting rate of the
Insurance Company fluctuate during the period of distribution, the amount
of the remaining installments shall be recalculated on an annual basis as of
each Anniversary Date.  Upon the death of the Executive, the Beneficiary
shall receive any remaining amount pursuant to the death benefit payment
option which is elected as set forth in subparagraph 7.3.
     6.2  Benefit Payment Determination.  Prior to the receipt by the
Executive of any

<PAGE> 163
benefit payments under the Policy, the amounts available
for withdrawals and/or loans of the Policy cash surrender value shall be
determined by the Administrator and the Insurance Company and promptly
communicated to the Executive not later than thirty (30) days following
receipt of notice from the Executive to the Administrator of intention to
commence benefit payments.  The Executive shall complete all necessary
forms prescribed by the Insurance Company in order to begin receiving
such benefit payments.
     6.3  Third Party Loans.  In any Plan Year, the Employer shall
have the right to obtain loans from unrelated persons or entities, including
loans from the Insurance Company or other creditors, and to secure the
repayment obligation arising therefrom, including all interest charges
related to any such loans, by the assignment of its portion of the Policy
cash surrender value and/or death benefit.  The amount of such loans,
together with the interest accrued thereon, shall at no time exceed the
portion of the Policy cash surrender value which the Employer owns as
described in subparagraph 5.1 (a). ARTICLE VII

                             DEATH BENEFITS
     7.1  Cooperation/Prompt Action.  Upon the Executive's death,
the Employer, Administrator and Beneficiary shall cooperate and promptly
take all reasonable action to cause the Insurance Company to pay the
Policy death benefits in accordance with this Agreement.
     7.2  Spousal Consent.  The Beneficiary shall be the Executive's
Surviving Spouse unless the Surviving Spouse consents to the designation
of another Beneficiary by signing the consent at Schedule "A" or in the
event that there is no such Surviving Spouse.  The identity of the
Beneficiary shall also be designated in the Policy in conformity with
Schedule "A".
     7.3  Beneficiary Payment Option.  Notwithstanding any other
provision of this Agreement, upon the Executive's death, the Beneficiary
shall have the right to receive the benefit

<PAGE> 164
payment to which the Beneficiary is entitled in a single lump sum, or the
Beneficiary may elect to receive such benefit payment in accordance with the
death benefit  payment option(s) which are available under the Policy.


                  ARTICLE VIII
          INSURANCE COMPANY LIABILITY
     8.1  Non-Binding Effect.  The Insurance Company shall be
bound only by the provisions of any endorsements on the Policy, and any
payments made or action taken by it in accordance therewith shall fully
discharge it from all claims, suits and demands of all persons whatsoever.
Except as specifically provided by endorsement on the Policy, no
provisions of this Agreement shall be binding upon the Insurance
Company.
                    ARTICLE IX
         CLAIMS/UNSECURED CREDITOR STATUS
     9.1  Claims Procedure.  The Employer shall, but only to the
extent necessary to comply with ERISA, be designated as the
Administrator and named fiduciary under this Agreement and shall have
authority to control and manage the operation and administration of this
Agreement, until such time, if any, as a successor Administrator shall be
named.  The Administrator shall make all determinations as to the rights to
benefits under this Agreement.  Any decision by the Administrator denying
a claim by the Executive, the Executive's Surviving Spouse, or the
Beneficiary, for benefits under this Agreement shall be stated in writing and
delivered or mailed, via registered or certified mail, to the Executive, the
Executive's Surviving Spouse or the Beneficiary, as the case may be.  Such
decision shall set forth the specific reasons for the denial of a claim.  In
addition, the Administrator shall provide the Executive, the Executive's
Surviving

<PAGE> 165
Spouse or the Executive's Beneficiary with a reasonable
opportunity for a full and fair review of the decision denying such claim.
     9.2  Status as an Unsecured General Creditor.  Notwithstanding
anything contained herein to the contrary:  (i) neither the Executive, the
Executive's Surviving Spouse or the Executive's Beneficiary shall have any
legal or equitable rights, interests or claims in or to any specific property or
assets of the Employer as a result of this Agreement; (ii) none of the
Employer's assets shall be held in or under any trust for the benefit of the
Executive, the Executive's Surviving Spouse or the Executive's Beneficiary
or held in any way as security for the fulfillment of the obligations of the
Employer under this Agreement; (iii) all of the Employer's assets shall be
and remain the general unpledged and unrestricted assets of the Employer;
(iv) the Employer's obligation under this Agreement shall be that of an
unfunded and unsecured promise by the Employer to pay the Employer
Premiums and to permit the payment of the Executive's Premiums from the
distributions of bonus compensation paid by the Employer to the Executive
and (v) the Executive, the Executive's Surviving Spouse and the
Executive's Beneficiary shall be unsecured general creditors with respect to
any unpaid Employer Premiums and Executive Premiums which may be
payable under the terms of this Agreement.
          Notwithstanding subparagraphs 9.2 (i) through (v) above,
the Employer and the Executive acknowledge and agree that, in the event
of a Change in Control, upon request of the Executive, or in the
Employer's discretion if the Executive does not so request and the
Employer nonetheless deems it appropriate, the Employer shall establish,
not later than the effective date of the Change in Control, a Rabbi Trust or
multiple Rabbi Trusts (the "Trust" or "Trusts") upon such terms and
conditions as the Employer, in its sole discretion, deems appropriate and in
compliance with applicable provisions of the Code, in order to permit the
Employer to make contributions and/or transfer assets to the Trust or
Trusts to discharge its obligations pursuant to this

<PAGE> 166
Agreement.  The principal of the Trust or Trusts and any earnings thereon shall
be held separate and apart from other funds of the Employer to be used
exclusively for discharge of the Employer's obligations pursuant to this
Agreement and shall continue to be subject to the claims of the Employer's
general creditors until paid to the Executive or the Executive's Surviving
Spouse, or Beneficiary in such manner and at such times as specified in this
Agreement.
                    ARTICLE X
            TERMINATION OF AGREEMENT
     10.1  This Agreement may be terminated prior to the Executive's
death by mutual agreement of the Executive and the Employer.
     10.2  In the event of termination in accordance with subparagraph
10.1 above, the date of termination of this Agreement shall be the last day
of the month coincident with or next following the date of mutual
agreement to terminate.  The requirement of annual premium payments by
the Executive and the Employer shall cease after the termination date and
ownership of the Policy by the Employer and the Executive shall be
recognized by the Insurance Company as described in subparagraph 5.1.

                  ARTICLE XI
                  MISCELLANEOUS
     11.1 Miscellaneous.
          (a) Administrator Payment.  If the Administrator shall find
that any person to whom any amount is payable under this Agreement is
unable to care for his affairs because of illness or accident, or is a minor,
any payment due (unless a prior claim therefor shall have been made by a
duly appointed guardian, committee or other legal representative) may be
paid to the spouse, a child, a parent, or a brother or sister, or to any person
deemed by the Administrator to have incurred expense for such person
otherwise entitled to payment, in such manner and

<PAGE> 167
proportions as the Administrator may determine consistent with the provisions
of this Agreement.
          (b)  Opportunity To Consult With Independent Advisors.
The Executive acknowledges that he has been afforded the opportunity to
consult with independent advisors of his choosing including, without
limitation, accountants or tax advisors and counsel regarding the (i)
benefits granted to him under the provisions of this Agreement, (ii) terms
and conditions which may affect the Executive's right to these benefits, and
(iii) personal tax effects of such benefits including, without limitation, the
effects of any federal or state taxes, Section 280G of the Code, and any
other taxes, costs, expenses or liabilities whatsoever related to such
benefits, which in any of the foregoing instances the Executive
acknowledges and agrees shall be the sole responsibility of the Executive
notwithstanding any other  provision of this Agreement.  The Executive
further acknowledges and agrees that the Employer shall have no liability
whatsoever related to any such personal tax effects or other personal costs,
expenses, or liabilities applicable to the Executive and further specifically
waives any right for the Executive, his Surviving Spouse or Beneficiary,
and any other of his heirs, beneficiaries, legal representatives, agents,
successors, and assigns, to claim or assert liability on the part of the
Employer related to the matters described above in this subparagraph 11.1
(b).  The Executive further acknowledges and agrees that he has read,
understands and consents to all of the terms and conditions of this
Agreement, and that he enters into this Agreement with a full
understanding of its terms and conditions.
          (c)  Arbitration of Disputes.  All claims, disputes and other
matters in question arising out of or relating to this Agreement or the
breach or interpretation thereof, other than those matters which are to be
determined by the Employer or the Administrator in their respective sole
and absolute discretion, shall be resolved by binding arbitration before a
representative member, selected by the mutual agreement of the parties, of
the Judicial Arbitration and Mediation Services, Inc. ("JAMS"), located in
San Francisco, California.  In the event JAMS is

<PAGE> 168
unable or unwilling to
conduct the arbitration provided for under the terms of this subparagraph
11.1 (c), or has discontinued its business, the parties agree that a
representative member, selected by the mutual agreement of the parties, of
the American Arbitration Association ("AAA"), located in San Francisco,
California, shall conduct the binding arbitration referred to in this
subparagraph 11.1 (c).  Notice of the demand for arbitration shall be filed
in writing with the other party to this Agreement and with JAMS (or AAA,
if necessary).  In no event shall the demand for arbitration be made after the
date when institution of legal or equitable proceedings based on such claim,
dispute or other matter in question would be barred by the applicable
statute of limitations.  The arbitration shall be subject to such rules of
procedure used or established by JAMS, or if there are none, the rules of
procedure used or established by AAA.  Any award rendered by JAMS or
AAA shall be final and binding upon the parties, and as applicable, their
respective heirs, beneficiaries, legal representatives, agents, successors and
assigns, and may be entered in any court having jurisdiction thereof.  The
obligation of the parties to arbitrate pursuant to this subparagraph 11.1 (c)
shall be specifically enforceable in accordance with, and shall be conducted
consistently with, the provisions of Title 9 of Part 3 of the California Code
of Civil Procedure.  Any arbitration hereunder shall be conducted in
Saratoga, California, unless otherwise agreed to by the parties.
          (d)  Attorneys' Fees.  In the event of any arbitration or
litigation concerning any controversy, claim or dispute between the parties
hereto, arising out of or relating to this Agreement or the breach hereof, or
the interpretation hereof, the prevailing party shall be entitled to recover
from the non-prevailing party reasonable expenses, attorneys' fees and
costs incurred in connection therewith or in the enforcement or collection
of any judgment or award rendered therein.  The "prevailing party" means
the party determined by the arbitrator(s) or court, as the case may be, to
have most nearly prevailed, even if such party did not prevail in all matters,
not necessarily the one in whose favor a judgment is rendered.

<PAGE> 169
          (e)  Notice.  Any notice required or permitted of either the
Executive or the Employer under this Agreement shall be deemed to have
been duly given, if by personal delivery, upon the date received by the party
or its authorized representative; if by facsimile, upon transmission to a
telephone number previously provided by the party to whom the facsimile
is transmitted as reflected in the records of the party transmitting the
facsimile and upon reasonable confirmation of such transmission; and if by
mail, on the third day after mailing via U.S. first class mail, registered or
certified, postage prepaid and return receipt requested, and addressed to
the party at the address given below for the receipt of notices, or such
changed address as may be requested in writing by a party.

               If to the Employer: Saratoga National Bank
                              12000 Saratoga-Sunnyvale Rd.
                              Saratoga, California 95070
                              Attn: Chairman of the Board

               If to the Executive:     Richard L. Mount
                              20564 Verde Court
                              Saratoga, CA 95070

          (f)  Assignment.  Neither the Executive, the Executive's
spouse, nor any other Beneficiary under this Agreement shall have any
power or right to transfer, assign, anticipate, hypothecate, modify or
otherwise encumber any part or all of the amounts payable hereunder, nor,
prior to payment in accordance with the terms of this Agreement, shall any
portion of such amounts be: (i) subject to seizure by any creditor of any
such Beneficiary, by a proceeding at law

<PAGE> 170
or in equity, for the payment of
any debts, judgments, alimony or separate maintenance obligations which
may be owed by the Executive, the Executive's spouse, or any such
Beneficiary; or (ii) transferable by operation of law in the event of
bankruptcy, insolvency or otherwise.  Any such attempted assignment or
transfer shall be void and unenforceable without the prior written consent
of the Employer.  The Employer's consent, if any, to one or more
assignments or transfers shall not obligate the Employer to consent to or be
construed as the Employer's consent to any other or subsequent
assignment or transfer.
          (g)  Binding Effect/Merger or Reorganization.  This
Agreement shall be binding upon and inure to the benefit of the Executive
and the Employer and, as applicable, their respective heirs, beneficiaries,
legal representatives, agents, successors and assigns.  Accordingly, the
Employer shall not merge or consolidate into or with another corporation,
or reorganize or sell substantially all of its assets to another corporation,
firm or person, unless and until such succeeding or continuing corporation,
firm or person agrees to assume and discharge the obligations of the
Employer under this Agreement.  Upon the occurrence of such event, the
term "Employer" as used in this Agreement shall be deemed to refer to
such surviving or successor firm, person, entity or corporation.
          (h)  Nonwaiver.  The failure of either party to enforce at any
time or for any period of time any one or more of the terms or conditions
of this Agreement shall not be a waiver of such term(s) or condition(s) or
of that party's right thereafter to enforce each and every term and condition
of this Agreement.
          (i)  Partial Invalidity.  If any term, provision, covenant, or
condition of this Agreement is determined by an arbitrator or a court, as
the case may be, to be invalid, void, or unenforceable, such determination
shall not render any other term, provision, covenant or condition invalid,
void or unenforceable, and the Agreement shall remain in full force and
effect

<PAGE> 171
notwithstanding such partial invalidity.
          (j)  Entire Agreement.  This Agreement supersedes any and
all other agreements, either oral or in writing, between the parties with
respect to the subject matter of this Agreement and contains all of the
covenants and agreements between the parties with respect thereto.  Each
party to this Agreement acknowledges that no other representations,
inducements, promises, or agreements, oral or otherwise, have been made
by any party, or anyone acting on behalf of any party, which are not set
forth herein, and that no other agreement, statement, or promise not
contained in this Agreement shall be valid or binding on either party.
          (k)  Modifications.  Any modification of this Agreement
shall be effective only if it is in writing and signed by each party or such
party's authorized representative.
          (l)  Paragraph Headings/Construction.  The article,
paragraph and subparagraph headings used in this Agreement are included
solely for the convenience of the parties and shall not affect or be used in
connection with the interpretation of this Agreement.  Masculine
terminology and use of the singular shall be construed to include the
feminine and the plural, respectively, and vice versa, to the extent the
context may otherwise require.
          (m)  No Strict Construction.  The language used in this
Agreement shall be deemed to be the language chosen by the parties hereto
to express their mutual intent, and no rule of strict construction will be
applied against any person.
          (n)  Governing Law.  The laws of the State of California,
other than those laws denominated choice of law rules, and, where
applicable, the rules and 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 Employer, shall govern the
validity, interpretation, construction and effect of this Agreement.

<PAGE> 172






     IN WITNESS WHEREOF, the Employer and the Executive have
executed this Agreement on the date first above-written in the City of
Saratoga, Santa Clara County, California.

THE EMPLOYER                        THE EXECUTIVE

SARATOGA NATIONAL BANK

By:______________________________       _____________________________
   V. Ronald Mancuso                    Richard L. Mount
   Compensation Committee Chairman

<PAGE> 173
                   SCHEDULE A
              BENEFICIARY DESIGNATION

     To the Administrator of the Saratoga National Bank Executive
Benefits Agreement:
     Pursuant to the Provisions of my Executive Benefits Agreement
with Saratoga National Bank, permitting my designation of a beneficiary or
beneficiaries, I hereby designate the following person(s) and entit(y)ies as
primary and secondary beneficiaries of any Benefits under said Agreement
payable by reason of my death:

Primary Beneficiary:
______________________   ____________________  _____________________________
Name                     Address                Relationship

Secondary (Contingent) Beneficiary:
______________________   _____________________  ____________________________
Name                     Address                Relationship

THE RIGHT TO REVOKE OR CHANGE ANY BENEFICIARY
DESIGNATION IS HEREBY RESERVED.  ALL PRIOR
DESIGNATIONS, IF ANY, OF PRIMARY BENEFICIARIES AND
SECONDARY BENEFICIARIES ARE HEREBY REVOKED.

     The Administrator shall pay all sums payable under the Agreement
by reason of my death to the Primary Beneficiary, if he or she survives me,
and if no Primary Beneficiary shall survive me, then to the Secondary
Beneficiary, and if no named beneficiary survives me, then the
Administrator shall pay all amounts in accordance with the terms of my
Executive Benefits Agreement.  In the event that a named beneficiary
survives me and dies prior to receiving the entire Benefits payable under said
Agreement, then and in that event, the remaining unpaid

<PAGE> 174
Benefits payable according to the terms of my Executive
Benefits Agreement shall be payable to the personal representatives of the
estate of said beneficiary who survived me but died prior to receiving the
total Benefits provided by my Executive Benefits Agreement.

Dated: June 18, 1999                    __________________________
                                        Richard L. Mount


CONSENT OF THE EXECUTIVE'S SPOUSE
TO THE ABOVE BENEFICIARY DESIGNATION:

     I, Patricia A. Mount, being the spouse of Richard L. Mount, after
being afforded the opportunity to consult with independent counsel of my
choosing, do hereby acknowledge that I have read, agree and consent to
the foregoing Beneficiary Designation which relates to the Executive
Benefits Agreement entered into by my spouse effective as of June 18,
1999.  I understand that the above Beneficiary Designation may affect
certain rights which I may have in the benefits provided for under the terms
of the Executive Benefits Agreement and in which I may have a marital
property interest.

Dated: June 18, 1999                    ______________________________
                                        Patricia A. Mount

<PAGE> 175
                    SCHEDULE B

Insurance Company: Jefferson Pilot Financial Life Insurance Company
Policy No.: ________________________
Initial Death Benefit: $_________________________
Policy
Data:________________________________________________________________
_____________________________________________________________________
_____________________________________________________________________
________________