Exhibit 10.4

                              EMPLOYMENT AGREEMENT

     THIS  AGREEMENT  is made as of the 9th day of April,  1997,  between  First
Citizens Corporation (the "Employer"),  and Charles M. Barnes, a resident of the
State of Georgia (the "Employee"), First Citizens Bank of Fayette and Tara State
Bank, wholly owned  subsidiaries of the Employer  (collectively the "Banks") are
made parties to this Agreement for the sole purpose of defining the position and
responsibility of the Employee to the Banks.

                                    RECITALS:

     The Employer  desires to employ the  Employee as the Vice  President of the
Employer and President and Chief Executive Officer of the Banks and the Employee
desires to accept such employment.

     In  consideration   of  the  above  premises  and  the  mutual   agreements
hereinafter set forth, the parties hereby agree as follows:

     1.  Definitions.  Whenever used in this Agreement,  the following terms and
their variant forms shall have the meaning set forth below:

     1.1  "Agreement"  shall mean this  Agreement and any exhibits  incorporated
herein together with any amendments  hereto made in the manner described in this
Agreement.

     1.2 "Affiliate" shall mean any business entity which controls the Employer,
is controlled by or is under common control with the Employer.

     1.3 "Area" shall mean the geographic area within the boundaries of Fayette,
Clayton,  Henry,  Coweta,  and Troup  Counties.  It is the express intent of the
parties  that  these  counties  are the Area  where  the  Employee  performs  or
performed  services on behalf of the  Employer  under this  Agreement  as of, or
within a reasonable time prior to, the termination of the Employee's  employment
hereunder.

     1.4  "Business of the  Employer"  shall mean the business  conducted by the
Employer, which is commercial banking.

     1.5 "Cause" shall mean:

          1.5.1 With respect to termination by the Employer:

               (a) A  material  breach  of the  terms of this  Agreement  by the
          Employee,   including,   without   limitation,   a   breach   of   any
          representation  or warranty of the  Employee  set forth  herein,  or a
          violation  of the  Employer  or the Banks'  written  policies,  or the
          specific directions of the Board which directions are consistent


<PAGE>

          with normally accepted business practices.

               (b) Conduct by the Employee that amounts to fraud,  dishonesty or
          willful   misconduct   in   the   performance   of  his   duties   and
          responsibilities hereunder;

               (c) The conviction of the Employee of a felony;

               (d)  Conduct of the  Employee  that  amounts to gross and willful
          insubordination  or  inattention  to his duties  and  responsibilities
          hereunder; or

               (e)  Conduct by the  Employee  that  results in removal  from his
          position  as an officer or  employee  of the  Employer  pursuant  to a
          written order by any regulatory  agency with authority or jurisdiction
          over the Employer.

          1.5.2  With  respect  to  termination  by  the  Employee,  a  material
     diminution in the powers,  responsibilities,  duties,  or  compensation  of
     Employee hereunder, or the failure of the Board of Directors of either Bank
     and the Employer to elect him as President and Chief  Executive  Officer of
     each Bank and Vice President of the Employer,  or a material  breach of the
     terms of this  Agreement by the Employer  which  remains  uncured after the
     expiration of thirty (30) days  following the delivery of written notice of
     such breach to the Employer by the Employee.

     1.6 "Employer Information" means Confidential Information or Trade Secrets.

     1.7 "Confidential  Information" means data and information  relating to the
business of the Employer  (which does not rise to the status of a Trade  Secret)
which is or has been disclosed to Employee or of which Employee  became aware as
a consequence of or through  Employee's  relationship  to the Employer and which
has  value  to the  Employer  and is not  generally  known  to its  competitors.
Confidential Information shall not include any data or information that has been
voluntarily  disclosed to the public by the Employer  (except  where such public
disclosure  has been made by Employee  without  authorization)  or that has been
independently  developed and disclosed by others,  or that otherwise  enters the
public domain through lawful means.

     1.8 "Change in Control" of the Employer shall mean any transaction  wherein
fifty percent  (50%) of the shares of the Bank or the Employer,  plus one share,
are directly or indirectly  transferred by sale, gift,  merger,  exchange or any
other  means to new owners  other  than an  Affiliate  of such  person or entity
transferring  such  shares of or if a  majority  of the  members of the Board of
Directors of the Employer are replaced.

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     1.9 "Initial Term" shall mean that period of time commencing on the date of
execution of this  Agreement by the Employer and the Employee and running  until
the earlier of three (3) years  thereafter or any  termination  of employment of
the Employee under this Agreement as provided for in Section 3.

     1.10 "Permanent  Disability" shall mean the total inability of the Employee
to  perform  his  duties  under  this  Agreement  for a period  of  ninety  (90)
consecutive  days  as  certified  by a  physician  chosen  by the  Employer  and
reasonably acceptable to the Employee.

     1.11 "Term" shall mean the Initial Term and all subsequent renewal periods.

     1.12  "Trade  Secrets"  means  information  including,  but not limited to,
technical or nontechnical  data,  formulas,  patterns,  compilations,  programs,
devices, methods,  techniques,  drawings,  processes,  financial data, financial
plans,  product  plans or lists of actual or  potential  customers  or suppliers
which (i) derives economic value, actual or potential,  from not being generally
known to, and not being readily  ascertainable by proper means by, other persons
who an obtain economic value from its disclosure or use; and (ii) is the subject
of efforts that are reasonable under the circumstances to maintain its secrecy.

2.   Duties.

     2.1 The Employee is employed initially as the President and Chief Executive
Officer of the Bank and Vice President of the Employer. Employee, subject to the
direction of the Board or its designee,  shall  perform and  discharge  well and
faithfully  the  duties  which may be  assigned  to him from time to time by the
Employer in connection with the conduct of its business.  The initial duties and
responsibilities of the Employee are set forth on Exhibit A attached hereto.

     2.2 In addition to the duties and responsibilities specifically assigned to
the  Employee  pursuant to Section 2.1 hereof,  the Employee  shall:  (1) devote
substantially all of his time, energy and skill during regular business hours to
the  performance  of the  duties of his  employment  (reasonable  vacations  and
reasonable  absences due to illness  excepted) and faithfully and  industriously
perform such duties; (2) diligently follow and implement all management policies
and  decisions  communicated  to him by the Board;  and (3) timely  prepare  and
forward to the Board all  reports  and  accounting  as may be  requested  of the
Employee.

     2.3 The  Employee  shall devote his entire  business  time,  attention  and
energies to the  Business of the  Employer and shall not during the term of this
Agreement be engaged  (whether or not during normal business hours) in any other
business or professional  activity,  whether or not such activity is pursued for
gain, profit

                                     Page 3

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or other  pecuniary  advantage;  without  limitation,  the Employee shall not be
engaged in,  shall not  participate  in,  shall not invest in, and shall have no
relationship whatsoever with any business or entity which shall conduct business
relations  with  the  Bank  or the  Employer.  Notwithstanding  the  above,  the
limitations of this paragraph  shall not be construed as preventing the Employee
from (1) investing his personal assets in businesses  which will not require any
services on the part of the Employee in their  operation or affairs and in which
his  participation is solely that of an investor,  (2) purchasing  securities in
any  corporation  whose  securities  are  regularly  traded  provided  that such
purchase shall not result in his  collectively  owning  beneficially at any time
one percent (1%) or more of the equity securities of any business in competition
with  the  Business  of  the  Employer  and  (3)   participating  in  civic  and
professional  affairs  and  organizations.  Prior  to  commencing  any  activity
described in clause (3) above,  the Employee shall inform the Board, in writing,
of any such activity.

3.   Term and Termination.

     3.1 Term.  This  Agreement  shall remain in effect for the Initial Term. At
the  end of the  first  twelve-month  period  hereunder  and at the  end of each
successive  twelve-month  period, this Agreement shall automatically be extended
for a successive  twelve-month period following the then two-year remaining term
unless  either  party  gives  written  notice to the other of its  intent not to
extend this  Agreement with such written notice to be given not less than ninety
(90 days prior to the end of such twelve-month  period. In the event such notice
of non-extension is properly given, this Agreement shall terminate at the end of
the remaining term then in effect.  However,  notwithstanding  the provisions of
this Section  3.1, no  extension  shall be granted that would extend the term of
this  Agreement  beyond  the last day of the month  during  which  the  Employee
attains age 61.

     3.2 Termination. During the Term, the employment of the Employee under this
Agreement may be terminated only as follows:

          3.2.1 By the Employer:

               (a) For Cause  [provided  that if Cause is as  defined in Section
          1.5.1(a) the Employer shall first have given  Employee  written notice
          of the act or failure which Employer  asserts  constitutes  such Cause
          and fifteen (15) days to cure such] in which event the Employer  shall
          have no further  obligation to the Employee  except for the payment of
          any amounts which have vested and are due and owing under Section 4 as
          of the  effect  date of  termination;  (but  not any  amount  accruing
          thereafter); or

               (b) Without Cause or upon the Disability of Employee at any time,
          provided that the Employer shall

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          give the Employee thirty (30) days' prior written notice of its intent
          to  terminate,  in which  event  the  Employer  shall be  required  to
          continue to meet its obligations to the Employee under Section 4 for a
          period of twenty-four (24) months following termination.

          3.2.2 By the Employee:

               (a) For Cause, with no prior notice except as provided in Section
          1.5.2,  in which event the  Employer  shall be required to continue to
          meet its  obligations  to the Employee under Section 4 for a period of
          twelve (12) months following termination; or

               (b) Without Cause or upon the  Permanent  Disability of Employee,
          provided  that the Employee  shall give the Employer  sixty (60) days'
          prior written  notice of his intent to  terminate,  in which event the
          employer  shall  have no further  obligation  to the  Employee  except
          future  payment of any amounts  due and owing  under  Section 4 on the
          effective date of the termination.

               3.2.3 By the Employee within six (6) months following a Change in
          Control of the Employer, provided that the Employee shall give written
          notice to the Employer of his intention to terminate  this  Agreement,
          in which  event the  Employer  shall be required to pay to continue to
          meet its  obligations  to  Employee  under  Section  4 for a period of
          twelve (12) months after termination.

               3.2.4 At any time upon mutual,  written agreement of the parties,
          in which event the Employer  shall have no further  obligation  to the
          Employee  except for the  payment of any  amounts  due and owing under
          Section 4 on the effective  date of termination  unless  otherwise set
          forth in the written agreement.

               3.2.5 Notwithstanding anything in this Agreement to the contrary,
          the term of employment  shall end  automatically  upon the  Employee's
          death, in which event the Employer shall have no further obligation to
          the Employee except for the payment of any amounts due and owing under
          Section 4 on the effective date of termination.

     3.3 Effect of  Termination.  Termination  of the employment of the Employee
pursuant to Section 3.2 shall be without  prejudice  to any right or claim which
may have previously accrued to either the Employer or the Employee hereunder and
shall  not  terminate,  alter,  supersede  or  otherwise  affect  the  terms and
covenants and the rights and duties prescribed in this Agreement.

4. Compensation. The Employee shall receive the following salary

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and benefits:

     4.1 Base Salary. During the Initial Term, the Employee shall be compensated
at a base rate of  $135,000.00  per annum (the "Base  Salary").  The  Employee's
salary  shall be reviewed by the Board at least  annually,  not less than ninety
(90) days prior to the anniversary of this Agreement,  and the Employee shall be
entitled to receive such amount as may be determined  by the Board.  Such salary
shall be payable in accordance with the Employer's normal payroll practices.

     4.2 Specific Individual Benefits.  The Employee shall receive the following
specific individual benefits:

               (a) The executive  salary  continuation  plan originally  entered
          into by Employee and Tara State Bank as of August 7, 1995.

               (b) An automobile allowance in the amount of $500.00 per month.

     4.3 Incentive  Compensation.  The Employee shall be entitled to participate
in such bonus,  incentive and other executive  compensation programs as are made
available to senior management of the Employer from time to time (the "Incentive
Compensation").

     4.4 Benefits.

               (a) In addition to the Base Salary, Specific Individual Benefits,
          and  Incentive  Compensation,  the Employee  shall be entitled to such
          benefits as may be available  from time to time for  executives of the
          Employer similarly  situated to the Employee.  All such benefits shall
          be awarded and administered in accordance with the Employer's standard
          policies and practices.  Such benefits may include,  by way of example
          only,  profit-sharing  plans,  retirement or investment funds, dental,
          health, life and disability insurance benefits and such other benefits
          as the Employer deems appropriate.

               (b) The Employer  specifically  agrees to reimburse  the Employee
          for reasonable business expenses incurred by him in performance of his
          duties hereunder, as approved from time to time by the Board; provided
          that the  Employee  shall,  as a condition  of  reimbursement,  submit
          verification  of the nature and amount of such  expenses in accordance
          with reimbursement  policies from time to time adopted by the Employer
          and  in  sufficient  detail  to  comply  with  rules  and  regulations
          promulgated by the Internal Revenue Service.

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               (c) On a  non-cumulative  basis the Employee shall be entitled to
          Four (4)  weeks of  vacation  in each year of this  Agreement,  during
          which his compensation shall be paid in full. At least two consecutive
          weeks each year must be taken by the Employee for vacation, with other
          vacation to be taken at the time the Employer determines  appropriate,
          taking into account the requirements of the Employer.

     4.4 Withholding.  The Employer may deduct from each payment of compensation
hereunder all amounts  required to be deducted and withheld in  accordance  with
applicable federal and state income, FICA and other withholding requirements.

     4.5 Moving Expenses. It is agreed that Employee shall move his residence to
Clayton or Fayette or Henry  Counties or an agreed upon  nearby  community.  The
bank shall pay relocation expenses up to $30,000.00. Said expenses shall include
moving by a professional  moving  company,  sales  commission on the sale of his
present home, and closing cost on the purchase of his new home.

     To facilitate  the  agreements  set forth herein,  Employee  shall list his
present  home (the  "Home") for sale within  fifteen (15) days after the date on
which Tara State Bank shall become a wholly owned  subsidiary of Employer,  such
listing  to be at Two  Hundred  Sixty-Five  Thousand  and  00/100  ($265,000.00)
Dollars. Between the date of such listing and August 1, 1997, (i) Employee shall
accept any offer to  purchase  the Home  which is equal to or greater  than said
listing price, and shall thereafter  promptly relocate,  and (ii) Employee shall
notify  Employer of any offer to purchase  the Home less than the listing  price
and, if Employer agrees to pay to Employee the amount of such deficiency,  shall
accept said offer and promptly relocate. After August 1, 1997, Employer shall be
entitled to make all decisions with respect to the listing broker, agent, price,
and the acceptance or rejection of any offer,  and all other issues  involved in
the sale of the House, provided that regardless of such decision, Employer shall
in every case pay to Employer the  deficiency,  if any,  between the sales price
and the  Employee's  original  purchase  price of the Home,  and, at  Employer's
request,  Employee shall promptly  relocate at such time as a purchase  contract
for the Home shall be determined to be accepted by Employer.

5. Employer Information.

     5.1  Ownership  of  Information.   All  Employer  Information  received  or
developed by the Employee  while  employed by the Employer  will remain the sole
and exclusive property of the Employer.

     5.2  Obligations  of  Employee.   Employee  agrees  (a)  to  hold  Employer
Information in strictest confidence, and (b) not to use,

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duplicate,  reproduce,  distribute,  disclose or otherwise  disseminate Employer
Information  or any  physical  embodiments  thereof and may in no event take any
action  causing or fail to take any  action  necessary  in order to prevent  any
Employer  Information  from  losing  its  character  or  ceasing  to  qualify as
Confidential  Information  or a Trade  Secret.  In the event  that  Employee  is
required by law to disclose any  Employer  Information,  Employee  will not make
such  disclosure  unless (and then only to the extent  that)  Employee  has been
advised by independent legal counsel that such disclosure is required by law and
then only after prior  written  notice is given to the  Employer  when  Employee
becomes aware that such  disclosure  has been  requested and is required by law.
This Section 5 shall survive for a period of two (2) years following termination
of this Agreement with respect to  Confidential  Information,  and shall survive
termination  of this  Agreement for so long as is permitted by the  then-current
Georgia  Trade  Secrets Act of 1990,  O.C.G.A.  ss.ss.  10-1-760-10-1-767,  with
respect to Trade Secrets.

     5.3 Delivery upon Request or Termination. Upon request by the Employer, and
in any event upon termination of his employment with the Employer,  the Employee
will  promptly  deliver to the Employer all property  belonging to the Employer,
including without limitation all Employer  Information then in his possession or
control.

6.  Non-Competition.  The  Employee  agrees  that during his  employment  by the
Employer  hereunder  and,  in the  event of his  termination  other  than by the
Employee for Cause pursuant to Section  3.2.2(a),  for a period of two (2) years
thereafter,  he will not (except on behalf of or with the prior written  consent
of the  Employer),  within  the Area on his own  behalf or in the  service or on
behalf of others, in the capacity which involves the duties and responsibilities
undertaken by the Employee for the Employer, engage in any business which is the
same as or essentially the same as the Business of the Employer.

7. Non-Solicitation of Customers. The Employee agrees that during his employment
by the Employer hereunder and, in the event of his termination other than by the
Employee for Cause pursuant to Section 3.2.2(a), 3.2.3, or 3.2.4 for a period of
two (2) years  thereafter,  he will not  (except  on behalf of or with the prior
written  consent of the Employer),  within the Area, on his own behalf or in the
service or on behalf of others,  solicit,  divert or  appropriate  or attempt to
solicit,  divert or appropriate,  directly or by assisting others,  any business
from any of the Employer's  customers,  including  actively  sought  prospective
customers,  with whom the Employee has or had material  contact  during the last
one (1) year of his employment,  for purposes of providing  products or services
that are competitive with those provided by the Employer.

8. Non-Solicitation of Employees. The Employee agrees that during his employment
by the Employer hereunder and, in the event

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of his  termination  other than by the  Employee  for Cause  pursuant to Section
3.2.2(a),  for a period of two (2) years  thereafter,  he will not,  within  the
Area,  on his own  behalf or in the  service  or on behalf of  others,  solicit,
recruit or hire away or attempt to solicit, recruit or hire away, directly or by
assisting others,  any person then an employee of the Employer or its Affiliates
with whom  Employee  has had  interaction,  whether  or not such  employee  is a
full-time employee or a temporary employee of the Employer or its Affiliates and
whether or not such  employment is pursuant to written  agreement and whether or
not such employment is for a determined period or is at will.

9.  Remedies.  The Employee  agrees that the  covenants  contained in Sections 5
through 8 of this Agreement are of the essence of this  Agreement;  that each of
the covenants is reasonable and necessary to protect the business, interests and
properties  of the  Employer;  and  that  irreparable  loss and  damage  will be
suffered by the Employer should he breach any of the covenants.  Therefore,  the
Employee  agrees and consents that, in addition to all the remedies  provided by
law or in equity,  the  Employer  shall be entitled  to a temporary  restraining
order  and  temporary  and  permanent   injunctions   to  prevent  a  breach  or
contemplated breach of any of the covenants. The Employer and the Employee agree
that all  remedies  available to the Employer or the  Employee,  as  applicable,
shall be cumulative.

10. Severability. The parties agree that each of the provisions included in this
Agreement is separate,  distinct and severable from the other provisions of this
Agreement and that the invalidity or unenforceability of any agreement provision
shall not affect the validity or  enforceability  of any other provision of this
Agreement.  Further,  if any  provision of this  Agreement  is ruled  invalid or
unenforceable by a Court of competent jurisdiction because of a conflict between
the provision and any applicable law or public policy,  the provisions  shall be
redrawn to make the provision  consistent with and valid and  enforceable  under
the law or public policy.

11. No Set-Off by Employee.  The existence of any claim, demand, action or cause
of  action  by the  Employee  against  the  Employer,  or any  Affiliate  of the
Employer,  whether  predicated  upon  this  Agreement  or  otherwise,  shall not
constitute  a defense to the  enforcement  by the  Employer of any of its rights
hereunder.

12. Notice.  All notices and other  communications  required or permitted  under
this Agreement shall be in writing and, if mailed by prepaid first-class mail or
certified mail, return receipt requested,  shall be deemed to have been received
on the earlier of the date shown on the receipt or three (3) business days after
the postmarked date thereof. In addition,  notices hereunder may be delivered by
hand,  facsimile  transmission or overnight  courier,  in which event the notice
shall be deemed  effective when delivered or transmitted.  All notices and other
communications under this

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Agreement shall be given to the parties hereto at the following address:

          (i)  If to the Employer, to it at:

               First Citizens Corporation
               P. O. Drawer 400
               Newnan, Georgia  30264
               Phone:     (770) 253-5017
               Facsimile: (770) 304-7778



          (i)  If to the Employee, to him at:

               Charles M. Barnes
               308 Hillpine Dr
               Woodstock, Georgia 30189

13.  Assignment.  Neither party hereto may assign or delegate this  Agreement or
any of its rights and obligations  hereunder  without the written consent of the
other party hereto.


14.  Waiver.  A waiver by the  Employer of any breach of this  Agreement  by the
Employee shall not be effective  unless in writing,  and no waiver shall operate
or be  construed  as a waiver  of the same or  another  breach  on a  subsequent
occasion.

15. Attorneys' Fees. In the event of litigation  between the parties  concerning
this Agreement,  the party  prevailing in such  litigation  shall be entitled to
receive  from the other  party all  reasonable  costs  and  expenses,  including
without  limitation  attorneys'  fees,  incurred  by  the  prevailing  party  in
connection  with such  litigation,  and the other party shall pay such costs and
expenses to the prevailing party promptly upon demand by the prevailing party.

16.  Applicable Law. This Agreement shall be construed and enforced under and in
accordance  with the laws of the State of Georgia.  The  parties  agree that any
appropriate state court located in Clayton or Coweta County, Georgia, shall have
jurisdiction of any case or controversy arising under or in connection with this
Agreement  and  shall be a proper  forum in  which to  adjudicate  such  case or
controversy. The parties consent to the jurisdiction of such courts.

17.  Interpretation.  Words  importing  any gender  include all  genders.  Words
importing the singular  form shall include the plural and vice versa.  The terms
"herein",  "hereunder",  hereby", "hereto", "hereof" and any similar terms refer
to this Agreement.

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Any captions,  titles or headings preceding the text of any article,  section or
subsection  herein  are  solely  for  convenience  of  reference  and  shall not
constitute part of this Agreement or affect its meaning, construction or effect.

18. Entire Agreement.  This Agreement embodies the entire and final agreement of
the parties on the subject  matter  stated in the  Agreement.  No  amendment  or
modification  of this  Agreement  shall be valid or binding upon the Employer or
the  Employee  unless  made in  writing  and signed by both  parties.  All prior
understandings  and agreements  relating to the subject matter of this Agreement
are hereby expressly terminated.

19. Rights of Third Parties. Nothing herein expressed is intended to or shall be
construed to confer upon or give to any person, firm or other entity, other than
the parties hereto and their permitted assigns,  any rights or remedies under or
by reason of this Agreement.

20. Survival.  The obligations of the Employee pursuant to Sections,  5, 6, 7, 8
and 9 shall survive the termination of the employment of the Employee  hereunder
for the period designated under each of those respective sections.

21. Joint and Several.  The  obligation of the Bank and the Employer to Employee
hereunder shall be joint and several.

     IN WITNESS  WHEREOF,  the  Employer  and the  Employee  have  executed  and
delivered this Agreement as of the date first shown above.


                                        THE EMPLOYER:


                                        FIRST CITIZENS CORPORATION


                                        By:  /s/  Tom Moat
                                             --------------------------
                                        Name:  Tom Moat
                                        Title: President

                                     Page 11

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                                        FIRST CITIZENS BANK, CLAYTON


                                        By:  /s/  George Glaze
                                             --------------------------
                                        Name:  George Glaze
                                        Title: Chairman



                                        THE EMPLOYEE:


                                        /s/  Charles M. Barnes

                                     Page 12

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                                    Exhibit A

                         Initial Duties of the Employee

The  initial  duties of the  Employee  shall  include,  in addition to any other
duties  assigned  the  Employee  by the  Board of  Directors  of the Bank or the
Employer or their respective designees, the following:

     o    Foster  a  corporate   culture  of  the  Bank  that  promotes  ethical
          practices,    encourages   individual   integrity,   fulfills   social
          responsibility,   and  is  conducive  to  attracting,   retaining  and
          motivating a diverse group to top-quality employees at all levels.

     o    Work with the  Employer's  Chief  Executive  and Board of Directors to
          develop a  long-term  strategy  for the  Employer  and the Banks  that
          creates shareholder value.

     o    Develop and  recommend to the  Employer's  Chief  Executive  and Board
          annual   business  plans  and  budgets  that  support  the  Employer's
          long-term strategy.

     o    Manage the day-to-day business affairs of the Bank appropriately.

     o    Use best  efforts to achieve the Bank's and the  Employer's  financial
          and operating goals and objectives.

     o    Improve the quality and value of the products and services provided by
          the Bank and the Employer.

     o    Ensure that the Bank  maintains a  satisfactory  competitive  position
          within its industry.

     o    Develop an effective Bank  management  team and an active plan for its
          development and succession, and make recommendations to the Employer's
          Chief Executive and Board regarding hiring, firing and compensation.

     o    Implement major corporate policies.


     o    Develop  and  manage  the  commercial  lending  program  for all banks
          included within the Employer,  including the development of commercial
          lending policies and procedures and the development and supervision of
          an effective commercial lending team.

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