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                     LIFE INSURANCE

          ENDORSEMENT METHOD SPLIT DOLLAR PLAN

                       AGREEMENT


Insurer/Policy Number:  Canada Life Assurance/US2651090
                   Southland Life Insurance/0600080553
                   Transamerica Life/50335062

Bank:  Saratoga National Bank

Insured:  Richard L. Mount

Relationship of Insured to Bank:  President and Chief Executive Officer

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 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.

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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.

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

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     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 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

__________________________             ________________________________
William D. Kron                         Richard L. Mount
Chairman of the Board
of Directors


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              BENEFICIARY DESIGNATION FORM



Primary Designation:

     Name                               Relationship

____________________________          _______________________________________

_____________________________          _______________________________________

_____________________________          _______________________________________



Contingent Designation:

_____________________________          _______________________________________

_____________________________          _______________________________________

_____________________________          _______________________________________



_____________________________           _____________, 1998
Richard L. Mount