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                                                                   Exhibit 10(D)

                              EMPLOYMENT AGREEMENT


         This Employment Agreement is made on August 2, 1995, between Capital
Directions, Inc. ("CDI"), Mason State Bank ("Bank"), and Timothy Gaylord
("Gaylord").

         WHEREAS, CDI desires to employ Gaylord, and

         WHEREAS, Gaylord desires to be employed by CDI, and

         THEREFORE, CDI and Gaylord hereby enter into this Employment Agreement
("Agreement") on the following terms and conditions.

         1. a.    CDI owns all the voting common stock of the Bank. CDI
                  agrees to employ Gaylord as its President and Chief Executive
                  Officer for a term of 2 years, effective as of October 1,
                  1995. Bank agrees to employ Gaylord as its President and Chief
                  Executive Officer for a term of 2 years, effective as of
                  October 1, 1995. This agreement will automatically renew for
                  subsequent 1 year periods, unless any party gives the other
                  parties written notice at least 90 days before the end of the
                  period of the intention not to renew the Agreement. Thus, if
                  either CDI or the Bank or Gaylord gives such notice, this
                  Agreement shall not be automatically renewed. In the event
                  that the Bank or CDI gives such notice, Gaylord shall be paid
                  a severance payment an amount equal to 6 months salary upon
                  expiration of the Agreement. It is specifically understood
                  that in the event of Gaylord's solely initiated termination,
                  no severance payment shall be due to Gaylord as described
                  above.

         b.       Gaylord shall be an employee and officer of CDI and CDI may
                  direct Gaylord to perform duties as President and Chief
                  Executive Officer of one or more of its subsidiary
                  corporations, including Bank. The Executive's activities as
                  President and Chief Executive Officer of Bank shall in no way
                  affect the enforceability of this Agreement and shall in no
                  way diminish Gaylord's status as an employee of CDI or his
                  right to compensation under this Agreement.

         2.       Bank, CDI, and Gaylord enter into this Agreement for the
                  purpose of establishing Gaylord's salary and benefits, and to
                  provide for Gaylord's income in the event that Bank or CDI is
                  acquired by a bank holding company, financial institution, or
                  a group of individuals acquiring majority control as defined
                  by the federal Change in Bank Control Act. Acquisition or
                  control of either CDI or the Bank shall hereinafter be
                  referred to as acquisition or control of the Bank.

         3.       In the event the Bank is acquired or control of the Bank is
                  acquired, as referred to hereinbefore, the following shall
                  take effect:

                  A.       In the event of an involuntary termination or
                           reduction in status and compensation in connection
                           with a change of control of the Bank, all rights
                           under the Bank's Incentive Stock Options Plan become
                           immediately vested and exercisable.
                  B.       In the event Gaylord is dismissed without cause or if
                           his status and compensation are reduced without cause
                           by the acquiring bank holding



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                           company, financial institution or control group after
                           acquisition or change in control but within 1 year of
                           said acquisition or change in control, Gaylord shall
                           be paid outright or in installments, at his option,
                           an amount equal to his annual salary.
                  C.       In the event Gaylord voluntarily terminates his
                           employment with CDI and/or Bank after its acquisition
                           or change in control referred to hereinbefore, then
                           there shall be no obligation for payment of any
                           amount under the terms of this Agreement. Said
                           voluntary termination shall terminate all of the
                           obligations and liabilities of the Bank, CDI, and any
                           acquiring organization or control group under this
                           Agreement.
                  D.       In the event Gaylord's compensation (including salary
                           and benefits) title and level of responsibility are,
                           without cause, in any way reduced, then Gaylord shall
                           have the election to effect the salary payout
                           provided by Section 3.B. A reduction in Gaylord's
                           compensation, including salary and benefits, or his
                           title and level of responsibility, without cause,
                           shall be considered the same as a dismissal of
                           Gaylord as provided for in Section 3.B.

         4.       It is further agreed between the parties that Gaylord's annual
                  salary shall be directly related to the Board of Director's
                  reasonable and good faith determination of the value of his
                  services to the Bank.

                  A.       Gaylord's annual salary rate for 1995 shall be
                           $85,000. Any salary adjustments will become effective
                           and payable as of October 1, 1995.
                  B.       Gaylord shall receive the following fringe benefits:

                           Gaylord is entitled to all employee benefits provided
                           for executive level employees as listed in the
                           Capital Directions, Inc. and its Subsidiaries
                           Administrative Regulations and Personnel Handbook. In
                           addition, Gaylord will receive a fully paid club
                           membership and dues, stock options, and bonuses as
                           granted by the Board of Directors.

                           Changes may be made to the salary and fringe benefits
                           herein set forth and such changes shall be set forth
                           in Attachment A. When Attachment A has been signed by
                           the Chairmen of the Boards of both CDI and the Bank
                           and the Executive, that salary and fringe benefits
                           shall be effective.

                  C.       Gaylord agrees to fulfill the assigned
                           responsibilities of President and Chief Executive
                           Officer and to work diligently on behalf of Bank to
                           achieve the goals and objectives set forth by the
                           Bank's Board of Directors.

         5.       In the event of any violation by Gaylord of any terms of this
                  Agreement, or if there is cause for termination of Gaylord,
                  Gaylord's employment may be terminated immediately, without
                  notice, at any time, and with compensation only to the date of
                  the termination of Gaylord. "Cause" for termination shall
                  include the following events, but this list is simply some
                  examples and is not all-inclusive:

                  1.       repeated unsatisfactory performance or repeated
                           uncooperative conduct;
                  2.       the death of Gaylord;
                  3.       the disability of Gaylord rendering him unable to
                           perform the services required under the Agreement for
                           a period of 90 days within any 120-day period;


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                  4.       known substance abuse by Gaylord;
                  5.       felony conviction or plea (of nolo contendere or
                           otherwise) of Gaylord, if the felony involves moral
                           turpitude;
                  6.       misdemeanor conviction or plea (of nolo contendere or
                           otherwise) of Gaylord, if the misdemeanor involves
                           moral turpitude;
                  7.       Gaylord's repeated unprofessional, irresponsible, or
                           disruptive language or conduct in the performance of
                           his duties;
                  8.       Gaylord's dishonesty, breach of professional or
                           corporate ethics, or criticism by a regulatory agency
                           involving a serious violation of law or regulations;
                  9.       for Gaylord's failure to meet the goals and
                           objectives which shall be established by the Boards
                           of CDI and the Bank from time to time; or
                  10.      Gaylord's substantial breach of any significant term
                           of this Agreement, including, but not limited to,
                           continued unsatisfactory job performance.

         If criminal charges as described above in subsections (5) and (6) are
         made against Gaylord, the Bank shall have the discretion to suspend
         Gaylord for any period of time, except that the suspension shall end if
         charges do not result in a conviction or a plea (either of guilty or
         nolo contendere) of either the original charge or of any lesser charge.
         If a regulatory agency criticizes Gaylord for serious regulatory
         violations, the Bank shall have the discretion to suspend Gaylord for
         any period of time, except that if the alleged violations are resolved
         in his favor, the suspension shall end. A suspension, pursuant to items
         (5), (6), or (8), above, would entail the cessation of the performance
         of duties and all compensation.

         The Chairman of the Board of the Bank shall retain the power and
         authority to suspend Gaylord based on his determination that one of the
         events described above has occurred.

         Termination of this Agreement shall not relieve Gaylord of his
         responsibilities to complete any records, cooperate with the Bank and
         CDI on any litigation, claims, or investigations, and otherwise fulfill
         all responsibilities under this Agreement which should have been
         rendered prior to early termination.

         6.

                  a.       All parties specifically and knowingly waive their
                           rights to a jury trial. Any dispute or controversy
                           concerning the termination of employment or the
                           reduction of compensation, title, or level of
                           responsibility between Gaylord and CDI or the Bank
                           shall be resolved by arbitration under the laws of
                           the State of Michigan. Venue for any arbitration will
                           be Ingham County.

                  b.       The arbitration proceeding shall be conducted under
                           the Employment Dispute Resolution Rules of the
                           American Arbitration Association in effect at the
                           time a demand for arbitration of the dispute is made.
                           The decision and award of the arbitrator made under
                           the AAA rules shall be exclusive, final, and binding
                           on all parties, their heirs, representatives,
                           successors, and assigns. Judgment upon the award
                           rendered by the arbitrator may be rendered in any
                           circuit court having jurisdiction of the matter. In
                           the event Gaylord, CDI, or the Bank shall require
                           equitable relief prior to the selection of any
                           arbitrator to resolve the dispute, either party may
                           seek temporary equitable relief from any court having
                           jurisdiction of the dispute, subject to any final
                           relief awarded by the arbitrator.


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                  c.       Limited civil discovery shall be permitted for the
                           production of documents and the taking of
                           depositions, provided, however, that no party is
                           permitted to take the deposition of more than three
                           witnesses except by agreement of the other party or
                           upon order of the arbitrator pursuant to the motion
                           of a party. Subject to the foregoing limitations,
                           discovery shall be conducted in accordance with the
                           Federal Rules of Civil Procedure with any enforcement
                           issues resolved by the arbitrator.

                  d.       The arbitration and all proceedings, discovery, and
                           any award of the arbitrator, is confidential. Neither
                           the parties nor the arbitrator shall disclose any
                           information gained during the course of the
                           arbitration to any person or entity who is not a
                           party to the arbitration unless permitted by law.
                           Attendance at the arbitration shall be limited to the
                           parties and those called as witnesses.

         7.       For purposes of this Agreement, notices and all other
                  communications provided for in this Agreement shall be in
                  writing and shall be deemed to have been duly given when
                  delivered or mailed by United States registered mail, return
                  receipt requested, postage prepaid, as follows:

                  If to CDI and the Bank:      Mr. Douglas W. Dancer
                                               Chairman of the Boards of:
                                               a. Capital Directions, Inc. and
                                               b. Mason State Bank
                                               322 S. Jefferson St., Box 130
                                               Mason, MI  48854

                  If to Gaylord:               Mr. Timothy Gaylord
                                               1066 Killdeer Dr.
                                               Mason, MI  48854

                  or such other address as either party may have furnished to
                  the other in writing in accordance herewith, except that
                  notices of change of address shall be effective only upon
                  receipt.

         8.       No provisions of this Agreement may be modified, waived, or
                  discharged unless such waiver, modification or discharge is
                  agreed to in writing signed by Gaylord, CDI and the Bank. No
                  waiver by any party hereto at any time of any breach by
                  another party hereto of, or compliance with, any condition or
                  provision of this Agreement to be performed by such other
                  party shall be deemed a waiver of similarly or dissimilar
                  provisions or conditions at the same or at any prior or
                  subsequent time. No agreements or representations, oral or
                  otherwise, express or implied, with respect to the subject
                  matter hereof have been made by either party which are not set
                  forth expressly in this Agreement. This Agreement shall be
                  governed by and construed in accordance with the laws of the
                  State of Michigan.

         9.       The invalidity or unenforceability of any provision of this
                  Agreement shall not affect the validity or enforceability of
                  any other provision of this Agreement, which shall remain in
                  full force and effect.

         10.      CDI agrees that the services Gaylord performs for any of its
                  subsidiaries, including the Bank, ultimately redound to the
                  benefit of CDI. Accordingly,



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                  CDI agrees that insofar as the Bank, for any reason
                  whatsoever, is unable to perform any obligations assumed
                  hereunder, CDI shall fully and timely perform the same.

         11.      In consideration of the payment of severance as provided in
                  Paragraph 1.A., for a period of one (1) year after Gaylord's
                  last day of employment, Gaylord agrees to not provide
                  financial services or otherwise compete with the business of
                  CDI and the Bank in the City of Mason and a three (3) mile
                  radius. This prohibition includes services whether as an
                  employee, independent contractor, officer, director,
                  consultant, partner, or other affiliation.

         12.      Confidential Information

                  a.       In connection with Gaylord's employment with the Bank
                           and CDI, Gaylord will have access to information or
                           materials that are considered trade secret,
                           confidential and/or proprietary ("Information").
                           Information includes, but is not limited to,
                           compilations of data, strategic plans, sales and
                           marketing plans, customer and supplier information,
                           financial information, and proposed agreements, and
                           applies to such Information whether communicated
                           orally, in writing, electronically, or by any other
                           means.

                  b.       Information created by Gaylord during Gaylord's
                           employment with the Bank and CDI that relates to the
                           business of the Bank or CDI (or prospective business
                           opportunities), or uses the Bank and/or CDI
                           information, or is created with Bank or CDI resources
                           (including staff, premises, and equipment), belongs
                           to the Bank and/or CDI. This Information includes
                           copyrightable works of original authorship (including
                           but not limited to reports, analyses, and
                           compilations, business plans, new product plans),
                           ideas, inventions (whether patentable or not),
                           knowhow, processes, trademarks and other intellectual
                           property. All works of original authorship created
                           during Gaylord's employment with the Bank and CDI are
                           "works for hire" as that term is used in connection
                           with the U.S. Copyright Act. Gaylord hereby assigns
                           to the Bank and CDI all rights, title, and interest
                           in work product, including copyrights, patents, trade
                           secrets, trademarks, and knowhow.

                  c.       Gaylord shall use Information only for the benefit of
                           the Bank and CDI and not for Gaylord's own benefit.
                           Gaylord shall not disclose Information to third
                           parties, and shall not take Information or Bank
                           and/or CDI materials upon termination of Gaylord's
                           employment.

                  d.       Information will be used only by the Bank and CDI
                           staff who have a need to access it in order to do
                           their jobs, shall be maintained in secure physical
                           locations, shall not be disclosed to any other
                           company or person except in connection with Bank or
                           CDI business activities.

                  e.       The confidentiality provisions of this Agreement
                           survive termination of the employment relationship
                           with the Bank and CDI and shall survive for so long a
                           period of time as the Information (including
                           Proprietary Materials) is maintained by the Bank
                           and/or CDI as confidential.

         13.      Nonsolicitation of Bank and CDI Employees and Customers

                  a.       During the term of Gaylord's employment and for a
                           period of one (1) year after Gaylord's last day of
                           employment, Gaylord agrees not to solicit for hire,
                           any then-current Bank or CDI employees, or to contact
                           them for the purpose of inducing them to leave the
                           Bank and/or CDI.


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                  b.       During the term of Gaylord's employment and for a
                           period of one (1) year after Gaylord's last day of
                           employment, Gaylord agrees not to contact any
                           then-current Bank or CDI customers for the purpose of
                           inducing them to leave the Bank and CDI or to
                           discourage them from doing business with the Bank or
                           CDI. Gaylord agrees that, for such time period,
                           Gaylord will not provide financial services to any
                           person or business customer who was a customer of the
                           Bank or CDI at the time of Gaylord's departure from
                           the Bank or CDI.

         IN WITNESS WHEREOF, the parties have executed this Agreement, effective
         as of October 1, 1995.

         MASON STATE BANK                          CAPITAL DIRECTIONS, INC.
         ("Bank")                                  ("CDI")


         By:    /s/  Douglas W. Dancer             By:    /s/  Douglas W. Dancer
              --------------------------                ------------------------
                Douglas W. Dancer                         Douglas W. Dancer
                Chairman of the Board                     Chairman of the Board



                                                   ("Gaylord")



                                                   /s/  Timothy Gaylord
                                                   -----------------------------
                                                   Timothy Gaylord, Individually