LIFE INSURANCE

                      ENDORSEMENT METHOD SPLIT DOLLAR PLAN

                                    AGREEMENT

Insurer/Policy Number: ________________________

Bank: Saratoga National Bank

Participant: _________________

Insured: ______________, as the insured surrogate for Participant

Relationship of Participant to Bank: Director

Date: June 18, 1999

The  respective  rights and duties of the Bank and the  Participant in the above
policy(ies) (the "Policy" or "Policies") shall be as follows:

I.   DEFINITIONS

     Refer to the  Policy  provisions  for the  definition  of all terms in this
Agreement. Notwithstanding the foregoing, whenever the term "Insured" is used in
the Policies,  unless the Policy  provisions  otherwise  require,  it shall mean
[Director's  Name] for purposes of any beneficial  interest or right to proceeds
from any insurance policy to which this Agreement refers.

II.  POLICY TITLE AND OWNERSHIP

     Title and ownership shall reside in the Bank for its use and for the use of
the Participant  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  Participant  (or  beneficiary[ies]  or
assignee[s], with the consent of the Participant) 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 Participant (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  Participant  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 Participant 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:

          A. 1.  Subject  to  paragraph  VI.A.2  below,  upon  the  death of the
Participant,  the Participant's  beneficiary(ies)  designated in accordance with
Paragraph III shall be entitled to an amount equal to the net at risk  insurance
portion of the proceeds under all Policies. The net at risk insurance portion is
the  total  proceeds  less the cash  value of the  Policy.  Notwithstanding  the
foregoing, in the event the Participant [or his or her  beneficiary(ies)]becomes
entitled  to  receive  the  foregoing  death  benefit  prior to the  Participant
becoming  entitled to receive 100% of the  benefits,  if any,  specified in that
certain Director  Supplemental  Compensation  Agreement between the Bank and the
Participant, effective __________, 1998 (the "Compensation Agreement"), then the
Participant  [or his or her  beneficiary(ies)]  shall been titled to receive the
same percentage of the foregoing  death benefit as the percentage  applicable to
the  Participant's   benefits,   if  any,  under  such  Compensation   Agreement
immediately prior to the Participant's  death or, if earlier,  the date on which
the Participant [or his or her  beneficiary(ies)]commences  receiving such death
benefit.

          2. Notwithstanding paragraph VI.A.1 above:

(a) If the Insured  predeceases the  Participant  prior to the date on which the
Participant  Retires,  becomes Disabled,  or otherwise  terminates  service as a
director  (as defined or  described  in the  Compensation  Agreement),then  that
portion of the death  proceeds  equal to the amount to which the  Participant is
entitled under  paragraph  VI.A.1 of this Agreement shall be held by the Bank in
trust for the Participant under the terms of this Agreement. Such death proceeds
shall be deposited into a separate, segregated interest bearing account. Neither
the Participant nor the Participant's beneficiary(ies)shall have any right to or
interest  in such  account  or the  funds  therein  except as  provided  in this
Agreement.  Such interest  bearing  account shall be selected by the Bank in its
sole  discretion  and may be an  account  at the  Bank or at  another  financial
institution.  The Bank shall have no  liability  whatsoever  with respect to the
rate of interest actually earned on such death proceeds. Accrued interest earned
on such death proceeds shall be paid to the Participant within fifteen (15) days
after the end of each calendar  quarter (or on such other  periodic basis as may
be mutually agreed upon by the Bank and the Participant).  The Participant shall
be responsible for payment of all taxes imposed on any income earned,  and shall
assume all risk of loss, with respect to such funds.  Upon the date on which the
Participant  Retires  after  attaining  sixty-two  (62) years of age, or becomes
Disabled,  or otherwise terminates service as a director (other than by "removal
for cause" as defined in the Compensation Agreement) whichever first occurs, the
Participant  shall be  entitled  to the amount  determined  in  accordance  with
paragraph  VI.A.1,  reduced  by the  amount of any Index  Benefit  Payments  (or
payments made in lieu of such Index Benefit Payments) made to the Participant or
the  Participant's  beneficiary(ies)  pursuant to the terms of the  Compensation
Agreement,  payable  in  lump  sum or in such  periodic  installments  as  maybe
mutually  agreed  upon by the Bank and the  Participant.  Upon the  death of the
Participant,  the  remaining  unpaid  balance of the death  benefit to which the
Participant  is entitled shall be paid to the  Participant's  beneficiary(ies)in
lump  sum.  In  no  event  shall  the  Participant   and/or  the   Participant's
beneficiary(ies) receive an aggregate benefit under this Agreement exceeding the
amount to which the Participant is entitled under paragraph VI.A.1 above.

               (b)  If  the  Insured   predeceases  the  Participant  after  the
Participant  Retires,  becomes Disabled,  or otherwise  terminates  service as a
director  (as defined or  described in the  Compensation  Agreement),  then that
portion of the death  proceeds  equal to the amount to which the  Participant is
entitled under paragraph VI.A.1 of this Agreement,  reduced by the amount of any
Index Benefit Payments (or payments made in lieu of such Index Benefit Payments)
made to the Participant or the  Participant's  beneficiary(ies)  pursuant to the
terms of the  Compensation  Agreement,  shall be paid to the Participant in lump
sum or in such periodic  installments as may be mutually agreed upon by the Bank
and the  Participant.  Upon the death of the  Participant,  the remaining unpaid
balance of the death benefit to which the  Participant is entitled shall be paid
to the  Participant's  beneficiary(ies)  in lump  sum.  In no  event  shall  the
Participant  and/or  the  Participant's   beneficiary(ies)receive  an  aggregate
benefit under this  Agreement  exceeding the amount to which the  Participant is
entitled  under  paragraph  VI.A.1  above.

     B.   The Bank shall be  entitled  to all  remaining  death  proceeds of the
          Policy(ies), including any balance remaining in the account referenced
          in paragraph VI.A.2 above.

     C.   The Bank and the  Participant  (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 Participant,
          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 Participant upon the happening of any one of the
following:

     1.   The Participant'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 Participant's or 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;

          (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 Participant (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  Participant  (or  beneficiary[ies]  or  assignee[s])  fail  to
exercise  this  option  within  the  prescribed  ninety  (90)  day  period,  the
Participant (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.  PARTICIPANT'S OR ASSIGNEE'S ASSIGNMENT RIGHTS

     The  Participant  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 Agreement.

XII. AGREEMENT BINDING UPON THE PARTIES

     This  Agreement  shall be binding upon the  Participant  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 Participant 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

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

                          BENEFICIARY DESIGNATION FORM

Primary Designation:

Name                                   Relationship

_____________________________          _______________________________________
_____________________________          _______________________________________
_____________________________          _______________________________________

Contingent Designation:
_____________________________          _______________________________________
_____________________________          _______________________________________
_____________________________          _______________________________________

_____________, 1999_____________________