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:

                                    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 thereof,  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,  transferor other disposition (in one
transaction 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.

     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,
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 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  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 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  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  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 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  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 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,  the  irrespective  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.

          (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 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 anytime 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  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.

     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

                                   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  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

                                   SCHEDULE B

Insurance Company: Jefferson Pilot Financial Life Insurance Company

Policy No.: ________________________

Initial Death Benefit: $_________________________

Policy

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