EXHIBIT 10.21

                         COUNTY NATIONAL BANK LETTERHEAD


March 20, 2001


Mr. Michael L. Derr
[HOME ADDRESS]

Dear Mike:

I am very pleased that you decided to accept our offer to come to work at County
National  Bank.  The time you have spent as a  consultant  to us in opening  our
Piney Orchard branch provided you with a good  opportunity to see how we operate
and the goals and  objectives  that we are trying to attain as a de novo bank. I
know what a capable  person you are based on the years that I previously  worked
with  you and I know it will  be a  great  benefit  having  you as a part of our
senior management team.

The   following   is  an  outline  of  what  we   discussed   and  some  of  the
responsibilities  that I am  thinking  that you would  have.  I have  attached a
general job  description,  however,  this is  something  that we will use as our
initial plan, and between John Warner,  Mike Storm,  and me, with your input, we
can firm this up to the most efficient structure.

Your title will be Vice President of Operations and you will report  directly to
me. The order of key management responsibility in the bank will be:

                  Jan W. Clark
                  John G. Warner
                  Michael T. Storm
                  Michael L. Derr

The organizational  chart reflects more of the direct  responsibility of each of
us. It is so important  that the group of us work as a team and I think you will
see that is how it has been in the past.  We look forward to a  continuation  of
this  teamwork,  with you being  added as a key member of the senior  management
team.

We have a lot of  things  going  on at the  present  time,  especially  with the
merger.  What we have outlined here is primarily the starting  place since there
are going to be things evolving over the next eighteen months that will no doubt
impact on how we are operating  now.  Don't get  discouraged  if it appears that
there  are so many  items  listed  for  your  responsibility  that  you  will be
overloaded. That will not be the case.

Your  starting  salary will be $80,000  per year and we will have a  performance
review after six months and will consider an increase. I think we have discussed
the benefits in general, including:

         o     Leave policy
         o     401K  plan  --  Bank  pays  25%  of  the  first  6% of  annual
               compensation.
         o     Medical insurance -- Bank pays 80% of premiums.
         o     Pre-tax flexible spending account
         o     Dental plan -- Bank pays a percentage.
         o     Group term life insurance
         o     Disability insurance



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I am covering these benefits in general  terms;  however,  the specifics will be
available to you. All of the benefits are outlined in our Employee  Manual and I
will see that you get a copy of it as soon as possible.

It is my understanding that you will be available to start work on Monday, April
30. I am sure we will  meet to talk  prior to that  time  and I can  answer  any
questions that may come up as we get closer to April 30.

I have discussed all of this with our Executive Committee, and John Warner, Mike
Storm and I have had several  conversations.  Everyone is very  pleased that you
have decided to take this position.

Please  keep all of this  information  confidential  for  obvious  reasons.  Any
questions that you may have should be directed to me.

Very truly yours,

/s/ Jan W. Clark

Jan W. Clark
President/CEO

JWC/sp




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