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.

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

     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;

          (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

     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.

     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


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

BENEFICIARY DESIGNATION FORM

Primary Designation:

Name                                 Relationship

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Contingent Designation:

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                                              , 1998
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Richard L. Mount