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
Data: