EXHIBIT 10.20


                         COUNTY NATIONAL BANK LETTERHEAD

December 31, 1997

Michael T. Storm
[HOME ADDRESS]

Dear Mike:

We are pleased that you have accepted our offer to join County National Bank as
our Chief Financial Officer, effective January 1, 1998. I am confident that your
years of experience will meet the needs of our bank and of this position. As we
previously discussed, this position holds the officer level of Senior Vice
President, reporting directly to the President/CEO, with a annual starting
salary of $67,500.

In addition to the above, I have outlined the following terms or conditions of
your employment with the bank based on our prior meetings and in accordance with
the policies and practices of the bank.

Scope of Duties

Primary Responsibilities: Responsible for bank's fiscal operating results;
administers the bank's fiscal record keeping and reporting functions, cash
management, budgets, and regulatory agency and government reports. Assists in
the development of the bank's investment policy and strategic investment
objectives. Provides reports and recommendations geared to meet strategic
investment goals and objectives. Responsible for the quantitative analysis of
various types of financial data needed in planning, budgeting, cost control.
Prepares reports which may include financial projections, procedures and
recommendations for actions.

Loan Area Responsibilities: Supports the lending function in the analysis of
information pertaining to loans and the collection of delinquent loan accounts
and asset resale. Assists in delinquent loan workout arrangements. Approves
loans under a specified loan authority to assist the loan processing function on
an as needed basis.

Other Duties: Coordinates audits and tax return preparation. Performs other
duties as required.

Performance Review: An interim performance review will be conducted within your
initial six (6) month period of employment. Performance reviews will then be
conducted on an annual basis to coincide with your employment anniversary date.

Merit Increase: They are based on individual and bank performance. As a Senior
Officer, you will be eligible to receive a discretionary increase from the bank,
based on merit, in such form and only to such extent as the bank shall
determine.

Benefits: You will be extended or provided various benefits consistent with bank
policy and your position.

o             Insurance (Medical, Dental, Disability, Life, AD&D): You will be
              offered and/or provided the same level of coverage for yourself
              and/or eligible dependents as is available to other senior
              officers at the time this coverage goes into effect. Medical and
              Dental plus Life & AD&D insurance in accordance with the terms,
              conditions and limitations of the policies is available on the
              first of the month following 30 days of employment. Based on your
              start date, the effective date is February 1, 1998. The Short-Term
              and Long Term Disability Insurance in accordance with the terms,
              conditions and limitations of the policy is effective on the first
              day of the month following 180 days of employment or July 1, 1998.


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o             Annual Leave: As a senior level officer, your leave entitlement
              for 1998 is thirty (30) days. You may begin to use this paid time
              off February 1, 1998. You are permitted to carryover as many as
              ten (10) days of unused annual leave per year. In the event the
              balance of unused annual leave exceeds 10 days, you may request a
              payout for the time in excess of ten (10) days as early as
              November each year.

o             Retirement: Participation in the same program as is available to
              other senior officers at date of eligibility. (A 401(k) plan is
              currently in effect for all employees who have completed 1000
              hours within a plan year. A bank match will be determined by the
              Board of Directors and is linked to bank profitability. A
              representative from EQ Financial Consultants, Inc. will contact
              you with information regarding the plan prior to your eligibility
              date.)

o             Stock Options & Warrants: A Plan is still under design and
              consideration by the bank; however, you will be able to
              participate in the same program as is available to other senior
              officers at date of eligibility.

Additional Benefits: During your employment with the bank, reimbursement will be
made to you for the following.

o        AICPA and MACPA dues
o        Training classes/seminars, etc. to attain required CPE credits.
o        COBRA premiums until coverage under the bank plan becomes effective.

Severance:

o        Resignation - You are entitled to the amount of earned compensation
         and/or accrued leave through the month of the termination with the bank
         having no further obligation.

o        Termination With Just Cause - No pay in lieu of notice will be owed by
         the bank in the event of termination for just cause.(1)

o        Termination Without Just Cause - If the bank unilaterally terminates
         employment, the bank will pay base salary and COBRA premiums for six
         (6) months. This amount will be paid, at the Bank's option, in the form
         of either a lump sum payment or in monthly installments.

Pat Suit will provide you with the required paperwork in order to get you set up
in the bank's group benefit plans and payroll process. Should you have any
questions, please do not hesitate to call Pat or me for additional information.

Again, it is a pleasure to welcome you to County National Bank. I am sure that
you will find working here a pleasant and rewarding experience and hope you
enjoy a long and successful career at the bank.

Sincerely,
/s/ Jan W. Clark
Jan W. Clark
President/CEO
cc:  Pat Suit/VP
Human Resources

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(1) Just cause shall mean the occurrence of one or more of the following events
or circumstances: (a) the neglect, malfeasance, nonfeasance, or other conduct of
the employee in the performance of duties, as determined in the reasonable
judgment of the bank, is detrimental to the best interests of the bank, or (b)
any intentional dishonesty of the employee, as determined in the reasonable
judgment of the bank; or (c) the occurrence of any act, event, or circumstance
which would constitute cause for termination at law or in equity; or (d)
conviction of a felony, or (e) any conduct which jeopardizes, as determined in
the reasonable judgment of the bank, the bank's charter, or (f) the violation by
the employee of any discrimination or similar law, or (g) the written confession
by the employee of a felony or embezzlement or misappropriation of funds of the
bank.



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