EXHIBIT 10.13

                     EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN
                            AND CONSULTING AGREEMENT

THIS AMENDED AND RESTATED AGREEMENT (Agreement) is intended to amend and replace
the Executive  Supplemental  Retirement Plan Executive  Agreement dated June 18,
2002,  as amended  June 1, 2003,  by and between  County  National  Bank, a bank
organized  and  existing  under the laws of the State of  Maryland  (hereinafter
referred  to as the  "Bank") and  Michael L. Derr,  Vice  President  of the Bank
(hereinafter referred to as the "Executive".)

WHEREAS,  the  Executive  is now in the  employ  of the Bank and has  faithfully
served the Bank,  it is the  consensus  of the Board of  Directors  (hereinafter
referred  to as  the  "Board")  that  the  Executive's  services  have  been  of
exceptional  merit,  in  excess  of the  compensation  paid  and  an  invaluable
contribution  to the profits and  position of the Bank in its field of activity.
The  Board  further  believes  that the  Executive's  experience,  knowledge  of
corporate  affairs,  reputation and industry contacts are of such value, and the
Executive's  continued  services so  essential to the Bank's  future  growth and
profits,  that it would  suffer  severe  financial  loss  should  the  Executive
terminate his services;

ACCORDINGLY,   the  Board  has  adopted  this  County  National  Bank  Executive
Supplemental  Retirement Plan and Consulting Agreement  (hereinafter referred to
as the  "Executive  Plan") and it is the desire of the Bank and the Executive to
enter  into this  Agreement  under  which the Bank  will  agree to make  certain
payments to the Executive upon the  Executive's  retirement,  to the Executive's
beneficiary  (ies) in the event of the  Executive's  death or  otherwise  as set
forth herein,  as well as provide for payment for personal and advisory services
(Consulting Services) to be provided by Executive after retirement.

FURTHERMORE, it is the intent of the parties hereto that this Plan be considered
an unfunded arrangement  maintained to provide supplemental  retirement benefits
for, and payment for services to be rendered by, the Executive and be considered
a non-qualified  benefit plan for purposes of the Employee  Retirement  Security
Act of 1974,  as  amended  ("ERISA").  The  Executive  is  aware  of the  Bank's
financial  status and has had  substantial  input in the design and operation of
the Executive Plan; and

NOW THEREFORE,  in  consideration of services the Executive has performed in the
past and those to be performed in the future, and based upon mutual promises and
covenants herein contained, the Bank and the Executive agree as follows:

I. DEFINITIONS

         A.       Effective Date

                  The Effective Date shall be June 3, 2002.

         B.       Plan Year

                  Any  reference to "Plan Year" shall mean a calendar  year from
                  January   1st   through   December   31st.   In  the  year  of
                  implementation,  the term  "Plan  Year"  shall mean the period
                  from the Effective  Date through  December 31st of the year of
                  the Effective Date.

         C.       Normal Retirement Date

                  The  Normal  Retirement  Date  shall mean the first day of the
                  calendar  month  following  the month in which  the  Executive
                  reaches the Normal Retirement Age.

         D.       Termination of Services

                  Termination  of Service shall mean the  Executive's  voluntary
                  resignation  of  service  or  the  Bank's   discharge  of  the
                  Executive  without  cause,  in each case  prior to the  Normal
                  Retirement Date.




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         E.       Pre-Retirement Account

                  A  Pre-Retirement  Account shall be established as a liability
                  account  on the  books  of the  Bank  for the  benefit  of the
                  Executive.  The  Pre-Retirement  account shall be increased or
                  decreased  by the  Index  Benefit  each Plan  Year,  until the
                  earlier of (i) Executive's Termination of Service, or (ii) the
                  Executive's retirement on or after the Normal Retirement Date.

         F.       Index Benefit

                  For plan periods  beginning June 3, 2002 through  December 31,
                  2003,  the Index Benefit for the  Executive  shall be equal to
                  the  excess  (if any) of the Index for that Plan Year over the
                  Cost of Funds  Expense for that Plan Year  divided by a factor
                  equal to 1.06 minus the marginal tax rate.

                  For plan periods  beginning January 1, 2004, the Index Benefit
                  for the  Executive  shall be equal to the Index for the period
                  divided by the result of one hundred  percent  less the Bank's
                  current incremental Federal tax rate.

         G.       Index

                  The  Index  for the Plan Year  shall be the  aggregate  annual
                  after-tax income from the life insurance contract(s) described
                  hereinafter as defined by FASB Technical  Bulletin 85-4.  This
                  Index shall be applied as if such insurance  contract(s)  were
                  purchased on the Effective Date.

                                            Company #1
                  Insurance Company:        Massachusetts Mutual Life Insurance
                                              Company
                  Policy Form:              Flexible Premium Adjustable Life
                  Policy Name               Strategic Life 11B
                  Insured's Age & Sex:      51     Male
                  Riders:                   None
                  Ratings:                  None
                  Option:                   Level
                  Face Amount:              $245,001
                  Premiums Paid:            $100,000
                  # of Premium Payments:    1
                  Assumed Purchase Date:    June 3, 2002

                                            Company #2
                  Insurance Company:
                  Policy Form:
                  Policy Name
                  Insured's Age & Sex:
                  Riders:
                  Ratings:
                  Option:
                  Face Amount:
                  Premiums Paid:
                  # of Premium Payments:
                  Assumed Purchase Date:

                  If such contracts of life insurance are actually  purchased by
                  the Bank, then the actual policies,  or replacements  thereof,
                  as of the dates they were actually  purchased shall be used in
                  calculations  under this Agreement.  If such contracts of life
                  insurance are not purchased or are subsequently surrendered or
                  lapsed,   then   the  Bank   shall   receive   annual   policy
                  illustrations  that assume the above  described  policies were
                  purchased or had not subsequently  surrendered or lapsed. Said
                  illustrations shall be received from the respective  insurance
                  companies  and will indicate the increase in policy values for
                  purposes of calculating the amount of the Index.




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<PAGE>

                  In either case, references to the life insurance contracts are
                  merely for purposes of calculating a benefit.  The Bank has no
                  obligation to purchase such life  insurance and, if purchased,
                  the Executive and the Executive's beneficiary (ies) shall have
                  no  ownership  interest in such policy  (ies) and shall always
                  have no greater  interest in the benefits under this Executive
                  Plan than that of an unsecured creditor of the Bank.

         H.       Cost of Funds Expense

                  1. For plan periods  beginning June 3, 2002 and ending May 31,
                  2003, the Cost of Funds Expense for any Plan Year shall be the
                  after-tax  amount as  calculated  by taking  the amount of the
                  premium(s) for the insurance contract(s) listed above (whether
                  or  not  such  policies  are   purchased)   times  the  Bank's
                  investment  portfolio yield, plus the increase in the policy's
                  cash surrender value since the  implementation  date times the
                  interest rate paid on federal funds sold.  The interest  rates
                  used for the  portfolio  yield and fed  funds  sold will be an
                  average for the Plan Year.

                  2. For plan periods beginning June 1, 2003 and ending December
                  31, 2003, the Cost of Funds Expense (Opportunity Cost) for any
                  Plan Year shall be  calculated by taking the sum of the amount
                  of premiums for the life insurance  policies  described in the
                  definition  of  "Index"  plus  the  amount  of  any  after-tax
                  benefits paid to the Executive  pursuant to the Executive Plan
                  plus the amount of all previous years' after-tax Cost of Funds
                  Expense,  and  multiplying  that sum by the after-tax yield on
                  the Bank's  investment  alternatives,  computed as the average
                  of:

                                            Bond Portfolio Yield
                                            5 year Treasury securities
                                            3 year Treasury securities
                                            Federal funds sold overnight rate

                  3. For plan  periods  beginning  January 1, 2004,  the Cost of
                  Funds expenses shall be zero.

         I.       Change in Control

                  A Change in Control  shall be deemed to occur on the  earliest
                  of:

                  i.       The acquisition by any entity, person or group (other
                           than the  acquisition by a  tax-qualified  retirement
                           plan sponsored by CN Bancorp, Inc. ("Bancorp") or the
                           Bank)  of  beneficial  ownership,  as  that  term  is
                           defined in Rule 13d-3 under the  Securities  Exchange
                           Act of  1934,  of more  than  50% of the  outstanding
                           capital stock of Bancorp or the Bank entitled to vote
                           for the election of directors, unless the acquisition
                           is pursuant to (A) an offering of stock by Bancorp in
                           which  existing  shareholders  of Bancorp do not sell
                           the shares of stock that they own in Bancorp,  at the
                           time  of,  or in  connection  with the  offering,  or
                           subsequent  to the offering in a manner  contemplated
                           at the time of the offering ("Voting Stock"), (B) the
                           laws of descent  and  distribution,  or (C) bona fide
                           gift;

                  ii.      The  commencement  by any  entity,  person,  or group
                           (other  than  Bancorp or the Bank,  a  subsidiary  of
                           Bancorp or the Bank,  or a  tax-qualified  retirement
                           plan  sponsored  by  Bancorp or the Bank) of a tender
                           offer or an  exchange  offer for more than 50% of the
                           outstanding Voting Stock of Bancorp or the Bank;

                  iii.     The effective  time of (a) a merger or  consolidation
                           of  Bancorp  or  the  Bank  with  one or  more  other
                           corporations  as a result of which the holders of the
                           outstanding  Voting  Stock  of  Bancorp  or the  Bank
                           immediately  prior  to such  merger  exercise  voting
                           control over less than 60% of the Voting Stock of the
                           surviving or resulting corporation, or (b) a transfer
                           of  substantially  all of the  property of Bancorp or
                           the Bank other than to an entity of which  Bancorp or
                           the Bank owns at least 60% of the Voting Stock;

                  iv.      Upon the acquisition by any entity,  person, or group
                           of the  control of the  election of a majority of the
                           Bank or Bancorp's directors,



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                  v.       At  such  time   that,   during  any  period  of  two
                           consecutive  years,  individuals who at the beginning
                           of such period constitute the Board of Bancorp or the
                           Bank  (the  "Continuing  Directors")  cease  for  any
                           reason to  constitute  at least  two-thirds  thereof,
                           provided  that  any  individual   whose  election  or
                           nomination  for election as a member of the Board was
                           approved  by a vote  of at  least  two-thirds  of the
                           Continuing   Directors   then  in  office   shall  be
                           considered a Continuing Director.


         J.       Normal Retirement Age

                  Normal  Retirement  Age  shall  mean  the  date on  which  the
                  Executive attains age sixty-five (65).




II. INDEX BENEFITS

         A.       Retirement

                  Subject to Subparagraph II (D)  hereinafter,  if the Executive
                  is  continuously  employed from the  Effective  Date until the
                  Normal  Retirement  Date,  the Executive  shall be entitled to
                  receive  the  balance  in the  Pre-Retirement  Account  in one
                  hundred and twenty (120) equal monthly installments commencing
                  thirty (30) days following the Executive's retirement.


         B.       Consulting Services

                  The  Executive  agrees to  provide  personal  and/or  advisory
                  services (Consulting Services) as agreed upon between the Bank
                  and the Executive after retirement.  Payment for such services
                  rendered  shall be the  amount of the Index  Benefit  for each
                  Plan  Year  services  are  provided  by  the   Executive.   If
                  Consulting  Services  are not  provided by the  Executive in a
                  Plan Year, no payments for Consulting Services are due him for
                  that Plan Year.

         C.       Termination of Service

                  Subject to Subparagraph  II (D), should an Executive  suffer a
                  Termination  of Service  prior to  retirement,  the  Executive
                  shall be entitled to receive  zero percent (0%) of the balance
                  in the Executive's Pre-Retirement Account if the Executive has
                  less  than  five  (5)  years  of  service,  at the time of the
                  termination,  with the Bank, and one hundred percent (100%) if
                  the Executive has completed,  at the time of the  termination,
                  five (5) years of  service,  payable to the  Executive  either
                  over 120 equal payments  commencing thirty (30) days following
                  the Executive's  Normal  Retirement Age or as may otherwise be
                  determined by the Bank, in its sole discretion.

                  If an  Executive  suffers a  Termination  of Service  prior to
                  retirement  and the  Executive  has a vested  interest  in the
                  funds  in  the  Pre-Retirement   Account,  the  funds  in  the
                  Pre-Retirement  Account will earn an annual  interest rate the
                  same as paid on the Bank's retail statement  savings accounts,
                  up to the Executive's Normal Retirement Age.

         D.       Death

                  Should  the  Executive  die while  there is a  balance  in the
                  Executive's Pre-Retirement Account, said unpaid balance of the
                  Executive's Pre-Retirement Account shall be paid in a lump sum
                  to the  individual  or  individuals  the  Executive  may  have
                  designated  in a written  designation  filed with the Bank. In
                  the  absence of any  effective  beneficiary  designation,  the
                  unpaid  balance  shall be paid as set forth herein to the duly
                  qualified executor or administrator of the Executive's estate.





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<PAGE>

                  Said payment due hereunder  shall be made the first day of the
                  second month following the decease of the Executive.

         E.       Discharge for Cause

                  Should the Executive be Discharged  for Cause at any time, all
                  benefits  under this  Executive  Plan shall be forfeited.  The
                  term "for cause" shall mean any of the  following  that result
                  in an  adverse  effect on the Bank:  (i) gross  negligence  or
                  gross neglect;  (ii) the commission of a felony or misdemeanor
                  involving moral  turpitude,  fraud,  or dishonesty;  (iii) the
                  willful violation of any law, rule or regulation (other than a
                  traffic  violation or similar  offense);  (iv) an  intentional
                  failure to perform stated duties; or (v) a breach of fiduciary
                  duty  involving  personal  profit.  If a dispute  arises as to
                  discharge  "for  cause",  such  dispute  shall be  resolved by
                  arbitration as set forth in Section VI.B. of this Agreement.

         F.       Death Benefit

                  Except as set forth above,  there is no death benefit provided
                  under this Agreement. The Executive has no death benefit under
                  any insurance contract that may be purchased by the Bank under
                  this Executive Plan.


III. RESTRICTIONS UPON FUNDING

         The Bank shall have no obligation to set aside,  earmark or entrust any
         fund or money with which to pay its  obligations  under this  Executive
         Plan. The Executive, the Executive's beneficiary (ies) or any successor
         in interest  shall be and remain simply a general  creditor of the Bank
         in the same  manner as any other  creditor  having a general  claim for
         matured and unpaid compensation.

         The Bank reserves the absolute right, at its sole discretion, to either
         fund the  obligations  undertaken by the  Executive  Plan or to refrain
         from funding the same and to determine the extent, nature and method of
         such  funding.  Should the Bank elect to fund this  Executive  Plan, in
         whole or in part, through the purchase of life insurance, mutual funds,
         disability policies or annuities, the Bank reserves the absolute right,
         in its sole discretion, to terminate such funding at any time, in whole
         or in part.  At no time shall any  Executive be deemed to have any lien
         or right, title or interest in or to any specific funding investment or
         to any assets of the Bank.

         If the Bank elects to invest in life  insurance,  disability or annuity
         policy upon the life of the Executive,  then the Executive shall assist
         the Bank by freely  submitting to a physical  examination and supplying
         such  additional  information  necessary  to obtain such  insurance  or
         annuities.

IV. CHANGE OF CONTROL

         Upon a  Change  of  Control,  if  the  Executive  subsequently  suffers
         Termination  of Service,  then the Executive  shall receive  retirement
         benefits  following the  Executive's  Normal  Retirement Date as if the
         Executive had been continuously employed by the Bank from the Effective
         Date until the Normal  Retirement  Date. The Executive will also remain
         eligible  for any and all  promised  death  benefits in this  Executive
         Plan. In addition,  no sale,  merger or consolidation of the Bank shall
         take place unless the new or surviving  entity  expressly  acknowledges
         the  obligations  under this  Executive Plan and agrees to abide by its
         terms.

V. MISCELLANEOUS

         A.       Alienability and Assignment Prohibition

                  Neither the Executive,  nor the Executive's  surviving spouse,
                  nor any other  beneficiary  (ies)  under this  Executive  Plan
                  shall have any power or right to transfer, assign, anticipate,
                  hypothecate,  mortgage,  commute, modify or otherwise encumber




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<PAGE>

                  in advance any of the benefits payable hereunder nor shall any
                  of said  benefits  be subject to  seizure  for  payment of any
                  debts, judgements, alimony or separate maintenance owed by the
                  Executive  or  the  Executive's   beneficiary  (ies),  nor  be
                  transferable  by operation of law in the event of  bankruptcy,
                  insolvency  or  otherwise.  In the event the  Executive or any
                  beneficiary attempts assignment,  commutation,  hypothecation,
                  transfer  or disposal of the  benefits  hereunder,  the Bank's
                  liabilities therefor shall forthwith cease and terminate.

         B.       Binding Obligation of the Bank and any Successor in Interest

                  The Bank shall not merge or  consolidate  into or with another
                  bank or sell  substantially all of its assets to another bank,
                  firm or person  until  such  bank,  firm or  person  expressly
                  agrees,  in  writing to assume  and  discharge  the duties and
                  obligations of the Bank under this  Agreement.  This Agreement
                  shall be binding upon the parties  hereto,  their  successors,
                  beneficiaries, heirs and personal representatives.

         C.       Amendment or Revocation

                  It is agreed by and between the parties  hereto  that,  during
                  the lifetime of the  Executive,  this Agreement may be amended
                  or revoked at any time or times,  in whole or in part,  by the
                  mutual written consent of the Executive and the Bank.

         D.       Gender

                  Whenever  words  are used  herein in the  masculine  or neuter
                  gender,  they shall be read and construed as in the masculine,
                  feminine, or neuter gender, whenever they should so apply.

         E.       Effect on Other Bank Benefit Plans

                  Nothing  contained in this Agreement shall affect the right of
                  the Executive to participate in or be covered by any qualified
                  or  non-qualified  pension,  profit sharing,  group,  bonus or
                  other   supplemental   compensation  or  fringe  benefit  plan
                  constituting   a  part  of  the  Bank's   existing  or  future
                  compensation structure.

         F.       Headings

                  Headings and  subheadings  in this  Agreement are inserted for
                  reference and convenience  only and shall not be deemed a part
                  of the Executive Plan.

         G.       Applicable Law

                  The validity and  interpretation  of this  Agreement  shall be
                  governed by the laws of the State of Maryland.

         H.       12 U.S.C. 1828(k)

                  Any payments  made  pursuant to this  Agreement are subject to
                  and conditioned upon their  compliance with 12 U.S.C.  1828(k)
                  or any regulations promulgated thereunder.

         I.       Partial Invalidity

                  If any term,  provision,  or  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 this
                  Agreement    shall   remain   in   full   force   and   effect
                  notwithstanding such partial invalidity.




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<PAGE>

         J.       Employment

                  No provision of this Agreement  shall be deemed to restrict or
                  limit any  existing  employment  agreement  by and between the
                  Bank and the Executive, nor shall any conditions herein create
                  specific  employment  rights  to the  Executive  nor limit the
                  right of the Bank to discharge the  Executive  with or without
                  cause.  In a similar  fashion,  no  provision  shall limit the
                  Executive'  s  rights  to  voluntary   sever  the  Executive's
                  employment at any time.

         K.       Use of Estimated Rates

                  The Bank shall base  calculations and payments  required to be
                  made  prior  to the  receipt  of final  Cost of Funds  Expense
                  and/or  the  Index  for  a  particular   year  on  good  faith
                  estimates.  Such  calculations  shall be  finalized as soon as
                  practicable  following  the  receipt  of  final  Cost of Funds
                  Expense  and the Index for such  year,  and the  amount of any
                  difference  between  payments  made and those due  pursuant to
                  such final calculations  shall be corrected,  as determined by
                  the Bank, either by (i) adjustment of future payments, or (ii)
                  by lump sum payment due to the Bank from the  recipient or due
                  to the recipient from the Bank,  within two calendar months of
                  the final calculations.


VI. ERISA PROVISION

         A.       Named Fiduciary and Plan Administrator

                  The "Named Fiduciary and Plan  Administrator" of the Executive
                  Plan shall be County  National Bank until its  resignation  or
                  removal   by  the   Board.   As  Named   Fiduciary   and  Plan
                  Administrator,   the  Bank  shall  be   responsible   for  the
                  management,  control and administration of the Executive Plan.
                  The Named  Fiduciary may delegate to other certain  aspects of
                  the management and operation responsibilities of the Executive
                  Plan  including the  employment of advisors and the delegation
                  of ministerial duties to qualified individuals.

         B.       Claims Procedure and Arbitration

                  In the  event  a  dispute  arises  over  benefits  under  this
                  Executive  Plan and benefits are not paid to the Executive (or
                  to  the  Executive's  beneficiary  (ies)  in the  case  of the
                  Executive's  death) and such  claimants feel they are entitled
                  to receive such benefits, then a written claim must be made to
                  the Named Fiduciary and Plan Administrator  named above within
                  sixty (60) days from the date payments are refused.  The Named
                  Fiduciary  and Plan  Administrator  shall  review the  written
                  claim and if the claim is  denied,  in whole or in part,  they
                  shall provide in writing  within sixty (60) days of receipt of
                  such claim the specific reasons for such denial,  reference to
                  the provisions of this Executive Plan upon which the denial is
                  based and any additional material or information  necessary to
                  perfect the claim Such written  notice shall further  indicate
                  the  additional  steps to be taken by  claimants  if a further
                  review of the claim denial is desired. A claim shall be deemed
                  denied if the Named Fiduciary and Plan Administrator  fails to
                  take any action within the aforesaid sixty-day period.

                  If  claimants  desire a second  review  they shall  notify the
                  Named Fiduciary and Plan Administrator in writing within sixty
                  (60) days of the first claim denial. Claimants may review this
                  Executive Plan or any relating  thereto and submit any written
                  issues and  comments  it may feel  appropriate.  In their sole
                  discretion,  the Named Fiduciary and Plan Administrator  shall
                  then review the second  claim and  provide a written  decision
                  within sixty (60) days of receipt of such claim. This decision
                  shall likewise state the specific reasons for the decision and
                  shall  include   reference  to  specific   provisions  of  the
                  Agreement upon which the decision is based.

                  If claimants continue to dispute the benefit denial based upon
                  completed  performance  of this  Agreement  or the meaning and





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<PAGE>

                  effect of the terms and conditions thereof, then claimants may
                  submit the dispute to an arbitrator for final arbitration. The
                  arbitrator  shall be selected by mutual  agreement of the Bank
                  and the  claimants.  The  arbitrator  shall  operate under any
                  generally  recognized  set of arbitration  rules.  The parties
                  hereto   agree   that   they   and   their   heirs,   personal
                  representatives,  successors and assigns shall be bound by the
                  decision of such  arbitrator  with respect to any  controversy
                  properly submitted to it for determination.

                  Where a  dispute  arises  as to the  Bank's  discharge  of the
                  Executive   "for  cause",   such  dispute  shall  likewise  be
                  submitted to  arbitration  as above  described and the parties
                  hereto agree to be bound by the decision thereunder.

VII.     TERMINATION  OR  MODIFICATION  OF AGREEMENT BY REASON OF CHANGES IN THE
         LAW, RULES OR REGULATIONS; TAX CONSEQUENCES

         The Bank is  entering  into this  Agreement  upon the  assumption  that
         certain  existing tax laws,  rules and  regulations  will continue into
         effect in their current form. If any said assumptions should change and
         said change has a detrimental  effect on this Executive  Plan, then the
         Bank  reserves  the  right  to  terminate  or  modify  this   Agreement
         accordingly. Upon a Change of Control, this paragraph shall become null
         and void effective immediately upon said Change of Control.

         Notwithstanding  anything herein to the contrary, the Executive may, in
         the Executive's discretion,  waive any or all benefits hereunder to the
         extent  that the  amount  of such  benefit  would be or cause an excess
         parachute  payment under  Section 280G of the Internal  Revenue Code of
         1986, as amended.

IN WITNESS WHEREOF,  the parties hereto acknowledge that each has carefully read
this  Agreement and has executed the original  thereof on December 19, 2003, and
that, upon execution, each has received a conforming copy.



                                           County National Bank
                                           Glen Burnie, Maryland



__________________________________         By: _/s/ Jan W. Clark_______________
Witness                                    Jan W. Clark, President/CEO


                                           Executive:

_________________________________          /s/ Michael L. Derr_______________
Witness








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