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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:  Director

Date: June 18, 1999

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

     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.

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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 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

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     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 Director 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 removal 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 removed pursuant to subparagraph
          (a), (b) or (f) below.  The term "removal for cause" shall mean
          termination of the service 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 (i) is of unsound mind, or (ii)
                    has committed a gross abuse of authority or discretion with
                    reference  to the Bank, or (iii) otherwise is not suitable
                    to continue to serve as a member of the Board of Directors
                    of 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 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:

_____________________________           _______________________________________

_____________________________           _______________________________________

_____________________________           _______________________________________



_____________________________           _____________, 1999
__________________











10QEX10.12