<PAGE>

                                 EXHIBIT 10(w)

                              SEVERANCE AGREEMENT

     This Agreement ("Agreement"), effective as this 24th day of October, 2000,
by and among Summit Bancshares, Inc. a Texas corporation (the "Company"), Summit
National Bank (the "Bank"), and Jeffrey M. Harp, a key employee and officer of
the Company and the Bank (the "Executive"), provides as follows:

     WHEREAS, the Company and the Bank wish to provide certain severance
benefits to Executive in the event Executive's employment is terminated; and

     WHEREAS, in consideration for Executive's execution of this Agreement, the
Bank and/or the Company have agreed to amend the Restated Management Security
Plan of Summit Bancshares, Inc. (Philip Norwood and Jeffrey Harp) by adoption of
the First Amendment to Restated Management Security Plan of Summit Bancshares,
Inc. (Philip Norwood and Jeffrey Harp) Applicable to Jeffrey Harp; and

     WHEREAS, the Executive, the Company and the Bank (collectively referred to
as the "Parties") understand and agree to the terms and provisions of this
Agreement and desire and intend to be bound by such terms and provisions.

     NOW, THEREFORE, the Parties mutually covenant and agree as follows:

                            ARTICLE 1.  DEFINITIONS
                                        -----------

1.1  "Beneficiary" shall mean the person(s) described in Article 5 of this
     Agreement.

1.2  "Board" shall mean the Board of Directors of the Company.

1.3  "Cause" when used herein concerning the termination of Executive's
     employment by the Company or the Bank, shall mean:

          (a) any act or omission by Executive constituting fraud, embezzlement
          or misappropriation of funds under the laws of the State of Texas or
          the United States of America;

          (b) conviction of, or a plea of nolo contendere by, Executive to a
          felony;

          (c) the willful or reckless failure by Executive to adhere to the
          Bank's or the Company's written policies, or the willful or reckless
          engaging by Executive in misconduct which causes, or is most likely to
          cause, a material monetary injury or other material harm to the Bank
          or the Company; or

          (d) gross negligence in the performance by Executive of the duties in
          his written position description with the Bank or the Company (but
          only after
<PAGE>

          receiving written notice thereof and being given a reasonable period,
          of not less than sixty (60) calendar days, to cure said performance by
          taking such reasonable corrective action as shall be reasonably within
          his power during the cure period);

     provided, however, as a condition precedent to the termination of
     Executive's employment under (c) or (d) of this Section 1.3, there shall
     have been delivered to Executive a copy of a resolution duly adopted at a
     meeting of the Board by the affirmative vote of not less than three-
     quarters (:) of the Board (excluding Executive and Philip E. Norwood),
     that, in the good faith opinion of the Board, there is factual evidence
     that Executive committed such conduct as set forth in the referenced
     subparagraphs above.  Provided, however, that the Board shall deliver to
     the Executive the factual evidence on which it based its opinion and that
     not later than sixty (60) calendar days thereafter, the Board shall provide
     Executive with counsel and an opportunity to reasonably defend himself
     against such claims and the Board agrees to hear and consider in good faith
     Executive's defense.  As of the effective date of this Agreement, there is
     no cause known to the Board, to issue a resolution as provided in this
     Section 1.3.

1.4  "Change of Control" shall mean:

          (a) a change in the ownership of the capital stock of the Bank or the
          Company where a corporation, person, or group acting in concert,
          (other than the Bank or the Company, or any savings, pension, or other
          benefit plan for the benefit of employees of the Company, the Bank or
          subsidiaries thereof) (a "Person") as described in Section 14(d)(2) of
          the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
          holds or acquires, directly or indirectly, beneficial ownership
          (within the meaning of Rule 13d-3 promulgated under the Exchange Act)
          a number of shares of capital stock of the Bank or the Company which
          constitutes fifty-one percent (51%) or more of the combined voting
          power of the Bank's or the Company's then outstanding capital stock
          then entitled to vote generally in the election of directors;

          (b) the persons who were members of the Board or the Board of
          Directors of the Bank immediately prior to a tender offer, exchange
          offer, contested election, or any combination of the foregoing, cease
          to constitute a majority of the Board or the Board of Directors of the
          Bank;

          (c) the effective date of a merger, consolidation, or reorganization
          plan that is adopted by the Board or the Board of Directors of the
          Bank involving the Bank or the Company in which the Bank or the
          Company is not the surviving entity, or a sale of all or substantially
          all of the assets of the Bank or the Company.  For purposes of this
          Agreement, a sale of all or substantially all of the assets of the
          Bank or the Company shall be deemed to occur if any Person acquires
          (or during the consecutive three hundred sixty-five (365) calendar day
          period ending on the date of the most recent acquisition by such
          Person, has acquired) gross assets of the Bank or the Company that
          have an aggregate fair market value equal to fifty-
<PAGE>

          one percent (51%) of the fair market value of all of the gross assets
          of the Bank or the Company immediately prior to such acquisition or
          acquisitions;

          (d) a tender offer or exchange offer is made by any Person which is
          successfully completed and which results in such Person beneficially
          owning (within the meaning of Rule 13d-3 promulgated under the
          Exchange Act) either fifty-one percent (51%) or more of the Bank's or
          the Company's outstanding shares of capital stock or shares of capital
          stock having fifty-one percent (51%) or more of the combined voting
          power of the Bank's or the Company's then outstanding capital stock
          (other than an offer made by the Bank or the Company), and sufficient
          shares are acquired under the offer to cause such Person to own fifty-
          one percent (51%) or more of the voting power; or

          (e) any other transactions or series of related transactions occurring
          which have substantially the same effect as the transactions specified
          in any of the preceding clauses of this Section 1.4;

     provided, however, that a shareholder may make the following transfers and
     such transfers shall be deemed not to be a Change of Control:

          (i)   to any trust described section 1361(c)(2) of the Internal
          Revenue Code of 1986, as amended ("Code") that is created solely for
          the benefit of any shareholder or any spouse of or any lineal
          descendant of any shareholder;

          (ii)  to any individual by bona fide gift;

          (iii) to any spouse or former spouse pursuant to the terms of a
          decree of divorce;

          (iv)  to any officer or employee of the Bank or the Company pursuant
          to any incentive stock option plan established by the shareholders; or

          (v)   to any family member.

1.5  "Compensation" means the Executive's base salary or base rate of pay
     excluding any extraordinary or premium pay such as bonuses, commissions,
     incentive payments, benefits or car allowances.

1.6  "Constructive Termination" shall mean:

          (a) termination of employment for any reason other than death or
          disability, on or after ninety (90) calendar days following a Change
          in Control, but prior to one hundred and eighty (180) calendar days
          following such Change in Control;

          (b) termination of employment for any reason other than death or
          disability, at anytime after two hundred (200) calendar days following
          the execution of this
<PAGE>

          Agreement, but only if a definitive agreement which would result in a
          Change in Control has not yet been signed;

          (c) the demotion or reduction in title or rank of Executive, or the
          assignment to Executive duties that are materially inconsistent with
          his current positions, duties, responsibilities and status with the
          Bank or any removal of Executive from, or any failures to re-elect
          Executive to, any of such positions, except for such demotions,
          reductions, assignments, removals, or failures that occur in
          connection with the Executive's termination of employment for Cause,
          as a result of the Executive's disability or death, or with the
          Executive's prior consent;

          (d) the reduction of Executive's Compensation without the prior
          written consent of the Executive, which is not remedied within thirty
          (30) calendar days after receipt by the Bank of written notice from
          Executive of such reduction;

          (e) the Bank or the Company shall relocate its principal offices or
          require Executive to have as  his principal location of work any
          location which is in excess of thirty (30) miles from the current
          location of the Bank or the Company or to travel away from his office
          in the course of discharging his responsibilities or duties hereunder
          more than ten (10) consecutive calendar days or an aggregate of more
          than thirty (30) calendar days in any consecutive three hundred sixty-
          five (365) calendar day period without the Executive's prior written
          consent; or

          (f) the failure by the Company or the Bank to require any Person
          effecting a Change of Control, by agreement in form and substance
          satisfactory to Executive, expressly to assume and agree to cause its
          Successors to perform this Agreement in the same manner and to the
          same extent that the Bank or the Company would be required to perform
          it if no such succession had taken place.

1.7  "Triggering Termination" shall mean the termination of Executive's
     employment by the Bank or the Company, including Executive's Constructive
     Termination of employment with the Bank or the Company, for any reason
     other than a termination for Cause.

                   ARTICLE 2.  SPECIAL TERMINATION BENEFITS
                               ----------------------------

2.6  In the event of a Triggering Termination, the Bank or the Company shall
     continue to pay Executive, for a consecutive three hundred sixty-five (365)
     calendar day period, his regularly scheduled Compensation, pursuant to the
     Bank's and/or the Company's regular payroll practice, less withholding
     required to be paid or withheld in accordance with Federal, State or local
     law or regulation.

2.7  In the event of a Triggering Termination, the Executive, his spouse (on the
     date of the Executive's Triggering Termination) and the Executive's
     dependent children shall, continue to participate, for the Restricted
     Period as defined in Section 8.1, in all health plans or arrangements of
     the Bank or the Company in which he, his spouse or his dependent children
     were participating in immediately prior to the date of his Triggering
<PAGE>

     Termination and on the same terms thereunder, as if he continued to be an
     employee of the Bank or the Company, to the extent that participation in
     any one or more of such plans or arrangements is possible without
     jeopardizing the respective plan's qualified status under the applicable
     rules of the Code; provided, however, that if the Executive obtains
     employment with another employer during the Restricted Period, coverage
     shall be provided under this paragraph only to the extent that this
     coverage exceeds the coverage of any substantially similar plans provided
     by his new employer and that the Executive, his spouse, and his dependent
     children shall receive continued health, dental and other coverage, at his
     own expense, beginning at the end of the Restricted Period, as required by
     section 4980B of the Code (or any successor provisions), but on the basis
     that the last date for which coverage is provided under this paragraph
     shall be the first day of his period of continuation coverage under section
     4980B of the Code.

2.8  In the event of a Triggering Termination, the Bank or the Company will
     transfer title of the Bank or the Company provided automobile to Executive
     on the date of such Triggering Termination.

2.9  In the event of a Triggering Termination, the Company or the Bank shall
     continue to pay, for the Restricted Period, all of Executive's club dues,
     for such of the Executive's clubs paid for by the Company and/or the Bank
     and participated in by the Executive, immediately prior to his Triggering
     Termination.

2.10 If Executive voluntarily resigns or severs his employment with the Bank or
     the Company for any reason, including death or disability, other than due
     to a Constructive Termination, or is terminated by the Bank or the Company
     for Cause, then the Executive will not be entitled to any benefits under
     this Agreement.

                          ARTICLE 3.  CONFIDENTIALITY
                                      ---------------

3.6  The Bank and the Company have provided and/or will provide the Executive
     with access to confidential, proprietary, and highly sensitive information
     relating to the business of the Company and the Bank which is a competitive
     asset of the Company and/or the Bank, which may include, without
     limitation, information pertaining to: (a) the identities of customers with
     which or whom the Company and/or the Bank do or seek to do business, as
     well as the point of contact persons and decision-makers at these
     customers; (b) the identities of the vendors and suppliers with which or
     whom the Company and/or the Bank do or seek to do business, as well as the
     point of contact persons and decision-makers at these vendors and
     suppliers; (c) the volume of business and the nature of the business
     relationship between the Company and/or the Bank and their customers,
     vendors and suppliers; (d) the particular product, service, and pricing
     preferences of existing and potential customers; (e) the financing methods
     employed by and arrangements between the Company and/or the Bank and their
     existing or potential customers, vendors, or suppliers; (f) the pricing of
     the Company's and/or the Bank's products and services, including any
     deviations from its standard pricing for particular customers, vendors, or
     suppliers; (g) the Company's and/or the Bank's costs, expenses, and
     overhead associated with the creation, production, delivery and maintenance
     of its products and services; (h)
<PAGE>

     the Company's and/or the Bank's business plans and strategy, including
     territory assignments and rearrangements, sales and administrative staff
     expansions, marketing and sales plans and strategy, proposed adjustments in
     compensation of sales personnel, revenue, expense and profit projections,
     and industry analyses; (i) information regarding the Company's and/or the
     Bank's employees, including their identities, skills, talents, knowledge,
     experience, compensation, and preferences; (j) financial information about
     the Company and/or the Bank; (k) the Company's and/or the Bank's financial
     results and business conditions; and (l) computer programs and software
     developed by the Company and/or the Bank or their consultants.

3.7  The confidential, proprietary, and highly sensitive information described
     in Section 3.1 above is hereinafter referred to as "Proprietary
     Information." The Bank, the Company and the Executive agree that the term
     Proprietary Information shall only include such information of which
     Executive has specific knowledge.

3.8  The Executive acknowledges and understands that the term Proprietary
     Information does not include information or know-how which: (a) was in the
     Executive's possession prior to its disclosure to him by the Company and/or
     the Bank (as shown by competent written evidence in the Executive's files
     and records immediately prior to the time of disclosure); or (b) is
     approved for release by written authorization of the Company and the Bank.

3.9  The Executive acknowledges that from time to time the Company and/or the
     Bank will disclose Proprietary Information to him in order to enable him to
     perform his duties for the Company and or the Bank. The Executive
     recognizes and agrees that the unauthorized disclosure of Proprietary
     Information could place the Company and/or the Bank at a competitive
     disadvantage. Consequently, the Executive agrees not: (a) to use, at any
     time, any Proprietary Information for his own benefit and for the benefit
     of any person, entity, or corporation other than the Company and/or the
     Bank; or (b) to disclose, directly or indirectly, any Proprietary
     Information to any person who is not a current employee of the Company
     and/or the Bank, except in the performance of the duties assigned to him by
     the Company and/or the Bank, at any time prior or subsequent to the
     termination of his employment with the Bank, without the express, written
     consent of the Company and the Bank. The Executive further acknowledges and
     agrees not to make copies of any Proprietary Information, except as
     authorized in writing by the Company and the Bank.

3.10 The Executive understands and agrees that his obligations under this
     Article shall survive the termination of his employment with the Bank
     and/or the Company but shall terminate (other than Executive's obligations
     under Section 3.4 which shall be non-terminable) at the end of the
     Restricted Period as defined in Section 8.1. The Executive further
     understands and agrees that his obligations under this Article are in
     addition to, and not in limitation or preemption of, all other obligations
     of confidentiality which he may have to the Company and/or the Bank under
     general legal or equitable principles, or other policies implemented by the
     Company and/or the Bank.
<PAGE>

                     ARTICLE 4.  RESTRICTIONS UPON FUNDING
                                 -------------------------

4.1  Neither the Company nor the Bank shall have any obligation to set aside,
     earmark or entrust any fund or money with which to pay its obligations
     under this Agreement.  The Executive, his Beneficiary or any successor-in-
     interest to him shall be and remain simply a general creditor of the
     Company and the Bank in the same manner as any other creditor having a
     general unsecured claim.

4.2  For purposes of the Code, the Company and the Bank intend this Agreement to
     be an unfunded, unsecured promise to pay on the part of the Company and/or
     the Bank. For purposes of the Employee Retirement Income Security Act of
     1974, as amended ("ERISA") the Company and the Bank intend that this
     Agreement not be subject to ERISA. If this Agreement is deemed subject to
     ERISA, it is intended to be an unfunded arrangement for the benefit of a
     select member of management who is a highly compensated employee of the
     Company and/or the Bank, for the purpose of qualifying this Agreement for
     the "top hat" plan exception under sections 201(2), 301(a)(3) and 401(a)(1)
     of ERISA.

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

4.5  Notwithstanding any provision of this Agreement to the contrary, neither
     the Company nor the Bank shall be required to pay any benefit under this
     Agreement if, upon the advice of counsel, the Company or the Bank
     determines in good faith that the payment of such benefit would be
     prohibited by 12 C.F.R. Part 359 or any successor regulations regarding
     employee compensation promulgated by any regulatory agency having
     jurisdiction over the Company, the Bank or their affiliates. To the extent
     possible, such benefit payment shall be proportionately reduced to allow
     payment within the fullest extent permissible under applicable law.
     Executive shall have the right to have any determination made pursuant to
     this Section 4.5 reviewed by independent counsel for the Executive, prior
     to the reduction of any amount payable pursuant to the terms of this
     Agreement. Any review by independent counsel pursuant to this Section 4.5,
     must be completed within five (5) business days of the Company and/or the
     Bank's determination made pursuant hereto, and all amounts payable pursuant
     to this Agreement shall be suspended for such period.
<PAGE>

                   ARTICLE 5.  DESIGNATION OF BENEFICIARIES
                               ----------------------------

5.1  Should the Executive die prior to full payment of amounts due under Article
     2, payment shall be made to his Beneficiary.  The Executive's written
     designation of one or more persons or entities as his Beneficiary shall
     operate to designate the Executive's Beneficiary under this Agreement.  The
     Executive shall file with the Company a copy of his Beneficiary designation
     on the form supplied to the Executive by the Company.  The last such
     designation form received by the Company shall be controlling, and no
     designation, or change or revocation of a designation shall be effective
     unless received by the Company prior to the Executive's death.

5.2  If no Beneficiary designation is in effect at the time of the Executive's
     death, if no designated Beneficiary survives the Executive or if the
     otherwise applicable Beneficiary designation conflicts with applicable law,
     the Executive's estate shall be the Beneficiary.

                  ARTICLE 6.  INTERPRETATION AND ENFORCEMENT
                              ------------------------------

6.4  The Parties shall have the exclusive power and authority to interpret and
     construe this Agreement. The Parties may engage agents to assist them,
     including their legal counsel.

6.5  The Parties consent to the resolution by final and binding arbitration of
     any claim, controversy, or dispute arising under this Agreement, in
     accordance with the Employment Arbitration Rules of the American
     Arbitration Association in effect on the date the claim or controversy
     arises.

6.6  Notwithstanding Section 6.2, the Parties hereto recognize that the
     covenants hereunder are special, unique and of extraordinary character, and
     therefore any claim for injunctive or other equitable relief including
     violation of the Covenants of Noncompetition and Nonsolicitation of this
     Agreement or the use, misuse, misappropriation, or unauthorized disclosure
     of the Bank's or the Company's Proprietary Information, shall not be
     covered by Section 6.2. The Parties agree to waive the requirement of
     posting of bond or other security as a condition precedent to obtaining any
     injunctive or other equitable relief, including emergency or temporary
     injunctive relief.


                 ARTICLE 7.  COMPLETE AND VOLUNTARY AGREEMENT
                             --------------------------------

7.1  The promises of the Company and the Bank contained in this Agreement and
     the First Amendment to Restated Management Security Plan of Summit
     Bancshares, Inc. (Philip Norwood and Jeffrey Harp) Applicable to Jeffrey
     Harp are the whole consideration for this Agreement.
<PAGE>

7.2  Executive intends to be legally bound by this Agreement and has signed and
     delivered it voluntarily, without coercion, and with knowledge as to the
     nature and consequences thereof.

7.3  The Company and the Bank intend to be legally bound by this Agreement and
     have signed and delivered it voluntarily, without coercion, and with
     knowledge as to the nature and consequences thereof.

7.4  It is understood and agreed that this Agreement contains the entire
     agreement between the Parties and supersedes any and all prior agreements,
     arrangements, or undertakings between the Parties relating to the subject
     matter.  No oral understandings, statements, promises or inducements
     contrary to the terms of this Agreement exist.  This Agreement cannot be
     changed orally and any changes or amendments to this Agreement must be
     signed by all Parties.

          ARTICLE 8. COVENANTS OF NONCOMPETITION AND NONSOLICITATION
                     -----------------------------------------------

8.1. Executive acknowledges that Executive has received and/or will receive
     specialized knowledge and training and Proprietary Information (as outlined
     in Article 3) from the Company and/or the Bank during the term of this
     Agreement, and that such knowledge, training, and/or Proprietary
     Information would provide an unfair advantage if used to compete with the
     Company and/or the Bank.  In order to avoid such unfair advantage, and in
     consideration for the promises and covenants set forth in this Agreement
     and other good and valuable consideration, Executive agrees that while
     Executive is employed with the Bank and/or the Company and for a
     consecutive three hundred sixty-five (365) calendar day period after the
     date of a Triggering Termination (the "Restricted Period"), Executive shall
     not, directly or indirectly, individually or as an owner, lender,
     consultant, adviser, independent contractor, employee, partner, officer,
     director or in any other capacity, alone or in association with other
     persons or entities, own, assist, finance, participate in or be employed in
     Tarrant County by: (i) any National or State chartered banking institution
     or bank holding company; or (ii) any business or other endeavor that is in
     direct competition with the Company or the Bank in any business that the
     Company or the Bank was engaged in during Executive's employment or at the
     date of a Triggering Termination. Because Executive has developed and/or
     may develop considerable personal contacts with the clients served by the
     Company or the Bank during his employment with the Bank and the Company,
     Executive also agrees that, while Executive is employed with the Bank
     and/or the Company and for the Restricted Period, Executive will not,
     either directly or indirectly, solicit individuals or other entities that
     are customers or potential customers (as defined below) of the Bank or the
     Company for banking services or any other services which are in competition
     with the services provided by the Bank or the Company during Executive's
     employment or at the date of a Triggering Termination.  Executive also
     agrees that while Executive is employed with the Bank and/or the Company
     and for the Restricted Period, Executive will not, either directly or
     indirectly, solicit any employee or other independent contractor of the
     Company or the Bank to terminate his employment or contract with the
     Company or the Bank.
<PAGE>

8.2. For the purposes of this Agreement, the term "potential customer" shall
     mean any person or entity contacted by the Company or the Bank or any of
     its affiliates, officers, directors, employees, shareholders, agents or
     representatives during the period that Executive was an employee of the
     Company or the Bank for the purpose of soliciting business in connection
     with the business of the Company or the Bank.  The Parties acknowledge that
     the prohibitions contained in this Article 8 do not apply to purely social
     contacts and shall only apply to those persons or entities which Executive
     knows, or reasonably should know, are potential customers, pursuant to this
     Section 8.2.

           ARTICLE 9.  TERM, AMENDMENT AND TERMINATION OF AGREEMENT
                       -------------------------------------------

9.1.  The term of this Agreement shall commence on the effective date hereof and
      shall end upon the discharge of all of the Bank's or the Company's
      obligations to Executive or his beneficiary.

9.3.  This Agreement may be amended only by a written instrument executed by the
      Chairman of the Executive Committee of the Company, the Chairman of the
      Board of the Bank and by the Executive.

                                 ARTICLE 10.  GENERAL
                                              -------

10.1  The Executive, the Company and the Bank agree that each provision of this
      Agreement shall be enforceable independent of every other provision and in
      the event any provision of this Agreement is determined to be
      unenforceable for any reason, the remaining provisions will remain
      effective, binding, and enforceable.

10.2  The Executive, the Company and the Bank agree that this Agreement shall be
      binding on the Company and the Bank, their successors, and assigns and
      that this Agreement shall be fully enforceable by the Executive against
      any successor or assignee of the Company or the Bank.

10.3  The Executive, the Company and the Bank agree that this Agreement is
      personal to the Executive and shall not be assignable, in whole or in
      part, by the Executive for any reason. The Company and the Bank covenant
      and agree that, in the event of the Executive's death, the Company and/or
      the Bank will continue to make all payments required by this Agreement to
      the Executive's Beneficiary or estate. In the event of the Executive's
      death, this Agreement shall be enforceable by the Executive's Beneficiary,
      estate, executors, or legal representatives only to the extent provided in
      this Agreement.

10.4  THE EXECUTIVE, THE COMPANY AND THE BANK AGREE THAT THE LAW OF THE STATE OF
      TEXAS WILL GOVERN THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT. VENUE
      IN ANY SUCH DISPUTE, WHETHER IN FEDERAL OR STATE COURT, WILL BE LAID IN
      TARRANT COUNTY, TEXAS. EACH PARTY HEREBY WAIVES, AND AGREES NOT TO ASSERT
      IN ANY SUCH DISPUTE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
      ANY
<PAGE>

      CLAIM THAT (a) SUCH PARTY IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF
      SUCH COURTS, (b) SUCH PARTY AND SUCH PARTY'S PROPERTY IS IMMUNE FROM ANY
      LEGAL PROCESS ISSUED BY SUCH COURTS OR (c) ANY LITIGATION COMMENCED IN
      SUCH COURTS IS BROUGHT IN AN INCONVENIENT FORUM.

10.5  The titles or headings of the respective Articles in this Agreement are
      inserted merely for convenience and shall be given no legal effect.

     IN WITNESS WHEREOF, the Company, the Bank and the Executive have executed
this Agreement to be effective as of the date first written above.

JEFFREY M. HARP
---------------


                              /s/ Jeffrey M. Harp
                              ------------------------------------------------


                              SUMMIT BANCSHARES, INC.


                              By: /s/ Bob G. Scott
                                 ----------------------------------------------

                              Title:  Executive Vice President
                                    -------------------------------------------


                              SUMMIT NATIONAL BANK


                              By: /s/ F.S. Gunn
                                 ----------------------------------------------

                              Title:  Chairman of the Board
                                    -------------------------------------------