EXHIBIT 10.15


                    CENTRAL BANK MANAGEMENT INCENTIVE PROGRAM
                    -----------------------------------------
                           APPROVED SEPTEMBER 14, 2000


o   OBJECTIVES:
To provide incentive compensation to Bank management that:
     o    Rewards SUPERIOR performance;
     o    Promotes appropriate, individual impact and influence on results.
     o    Focuses the  employees on the  important  goals and  objectives of the
          organization.

o  INCENTIVE ELIGIBILITY:

     1.   All Bank management staff members are eligible for incentive.

     2.   The incentive for  management  staff members with less than one year's
          service will be pro-rated to reflect their tenure.

     3.   Management  staff members must have a performance  appraisal rating of
                                    ----
          "Fully  Competent"  or higher to be eligible  to receive an  incentive
          payment.

o  INCENTIVE CRITERIA:

     1.   Profitability   as  measured  by  net  incentive  income  (after  tax,
          excluding securities gains and bonus accrual).

                                      PLUS

     2.   Three  additional  Bank  criteria  ("Critical  Objectives")  which are
          determined  by the Board of Directors  annually not later than the May
          Board  meeting in  conjunction  with the review  and  approval  of the
          Bank's Business Plan.

     3.   The recommended incentive percentages will be determined as follows:

               o    Incentive  determined as a result of the  achievement of the
                    net income  objective  according to the formula  established
                    for each fiscal year (incentive  percentage  increase as net
                    income increases);

                                      PLUS

               o    An  ADDITIONAL  PERCENTAGE  added  for  each  Bank  critical
                    objective  accomplished.  This percentage will be applied as
                    follows:

                    o    Officers  (grades  10-12):  credit  of 2% for each Bank
                         critical objective;
                    o    Senior  Officers  (grade  13):  credit of 3% to 4%* for
                         each Bank critical objective; and


INCENTIVE PLAN                                                             -2-
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                    o    Chief  Executive  Officer:  credit  of 5% for each Bank
                         critical objective.

                    4.   Commercial  Loan  Officers  (grade  12)  will  be  each
                         assigned one additional,  individual critical objective
                                                   ----------
                         for loan production.  Accomplishment  of the individual
                         critical  objective  will  result  in  credit of 2% for
                         incentive  (in  addition  to credit  for Bank  critical
                         objectives   as  may  be   accomplished);   failure  to
                         accomplish  the  individual   critical  objective  will
                         result  in a  deduction  of  2%  from  incentive.

                    *    In measuring  loans,  only NET NEW MONEY  ADVANCED will
                         count  toward the goal as  measured  on a per  borrower
                         basis.  For example,  an increase in a line that is not
                         drawn will not result in a bonus.  Also,  if a borrower
                         at the beginning of the year has 1 million  outstanding
                         and takes out new loans  totaling  400,000  during  the
                         year, if the balance outstanding at the end of the year
                         is less than 1 million,  no bonus will be paid on those
                         new originations.




* NOTE: Only the Senior Banking Officer is eligible for the higher  percentages;
this will remain in effort for as long as the Senior Banking Officer position is
combined with the Senior Loan Officer position.