EXHIBIT 10 (b)

               PENNROCK FINANCIAL SERVICES CORP.
                              
              EXECUTIVE INCENTIVE COMPENSATION PLAN


1.   The plan is adopted pursuant to the Omnibus Stock Plan and
     is designed to calculate a bonus when the net income over
     average equity investment in PennRock Financial Services
     Corp. (the "Company") (expressed as a percentage) exceeds
     the same measurement for the Company's peer group.  Both the
     Company's and peer group's data will be taken from the Bank
     Holding Company Performance Report published by the Federal
     Reserve.  In addition, any calculated bonus can be increased
     (and at maximum, doubled) depending on the amount of
     earnings growth the Company has.  The growth factor is
     described in paragraph 3. Both measurements, the return on
     average equity in the Company and growth, are expressed as a
     two year simple average.

2.   The plan uses a tier approach where, as the degree of
     increase in the Company's performance over that of the peer
     group increases, the amount of the bonus increases.  For
     example, if the Company's performance exceeds the peer
     group's performance by 2.5 percentage points the bonus is 4%
     of the executive's base pay.  If the Company's performance
     exceeds the peer group's performance by 8 percentage points
     or more, the bonus is 15% of the executive's base pay.

3.   The plan contains a growth factor which considers the growth
     in after-tax earnings of the current year over the prior
     year.  The growth percentage of both the current and prior
     year are averaged and this two-year average determines the
     additional bonus amount.  The larger the two-year average,
     the more the bonus increases.  However, this is not the
     primary focus of the Incentive Compensation Plan and if
     there is no growth in the current year alone (without regard
     to the two year average), incentive compensation can still
     be earned based on the Company's performance relative to the
     peer group.  See Schedule II for the actual growth factors.

4.   The annual incentive compensation amount is determined by
     using Schedules I and II which are presented on a separate
     page.  The operation of the Incentive Compensation Plan is
     illustrated on two separate pages.  One page uses actual
     data from 1992 and 1993 and the second page uses estimated
     data from 1994 compared to actual data for 1993.

5.   The President, all Senior Vice Presidents, and all Vice
     Presidents of Blue Ball National Bank (the "Bank") will be
     eligible for an award of incentive compensation, based on
     their respective base salaries for the year, excluding any
     bonuses or other compensation awards.  For example, base
     salaries for 1994 will be used to determine any 1994
     incentive compensation (which will be calculated and paid in
     1995).

6.   Each year, incentive compensation will be determined
     utilizing year-end figures for the Company and for peer
     group operations.  All performance figures for the Company
     and for the peer group shall be adjusted to reflect asset
     values prior to the "mark-to-market" of assets as required
     by FASB 115.

7.   For any year in which the published Bank Holding Company
     Performance Report does not provide sufficient information
     to calculate the "Net Income Over Average Equity Investment
     In Bank" exclusive of the FASB 115 adjustments for both the
     bank holding company and peer group, the Board of Directors
     may calculate the incentive compensation amount using a
     return on equity measurement (or similar measurement) for
     the bank holding company if data is available from the
     Performance Report to make this calculation exclusive of the
     FASB 115 adjustment for both the bank holding company and
     peer group.

8.   Incentive compensation will be paid within thirty (30) days
     after the date on which year-end performance figures for the
     Company and for the peer group are made available to the
     Board.

9.   Seventy (70%) percent of incentive compensation shall be
     paid by the Bank in cash, subject to ordinary payroll
     deductions, including withholding taxes applicable for the
     entire incentive compensation award.  Thirty (30%) percent
     of incentive compensation shall be payable in the form of an
     award of whole shares of common capital stock of the
     Company, the number of shares representing such award to be
     calculated based on the fair market value per share of such
     stock determined under Section 8 of the Company's Omnibus
     Stock Plan as of the day before the day which the Board
     formally confirms the amount of incentive compensation
     determined on the basis of the year-end figures referred to
     in paragraph 6. However, no fractional shares shall be
     issued under the plan; in lieu of the issuance of fractional
     shares, each participant shall receive cash in an amount
     equal to the fair market value of any fractional share to
     which he would otherwise be entitled, based upon the fair
     market value per share determined as provided
     in this paragraph.

                PENNROCK FINANCIAL SERVICES CORP.

              EXECUTIVE INCENTIVE COMPENSATION PLAN

SCHEDULE I -   BASE PAY PERCENTAGE:

Description

     Bank's two-year simple average percentage of net income to
     average equity investment in bank compared to same
     measurement for peer group (data obtained from annual
     performance report prepared by the Federal Reserve and using
     current year and immediate prior year to calculate the two-
     year average.)

     1.   If the Bank's current year percentage of net income to
          average equity investment in bank is less than the peer
          group's current year percentage then use 0.0% as base
          pay percentage and DO NOT USE THE FOLLOWING TABLE.
<TABLE>
<CAPTION>
          Bank's Performance             Base Pay
          Compared to Peer Group        Percentage

          <S>                           <C>
          Less than or equal to               0.0
          Exceeds by  0.01 to 0.99            0.0
          Exceeds by 1.00 to 1.99             3.0
          Exceeds by 2.00 to 2.99             4.0
          Exceeds by 3.00 to 3.99             5.0
          Exceeds by 4.00 to 4.99             7.0
          Exceeds by 5.00 to 5.99             9.0
          Exceeds by 6.00 to 6.99            11.0
          Exceeds by 7.00 to 7.99            13.0
          Exceeds by 8.00 or greater         15.0
</TABLE>

SCHEDULE II - GROWTH FACTOR:

Description

     Simple average of current year and prior year percentage
     increase in total after-tax net earnings.

     1.   If prior year increase in after-tax earnings is less
          than 0.0%, use 0.0% as the prior year percentage to
          calculate the two-year simple average.

     2.   If the current year after-tax earnings are less than
          the prior year after tax earnings use 1.0 as the growth
          factor and DO NOT USE THE FOLLOWING TABLE.
<TABLE>
<CAPTION>
          Percentage Increase
          in Annual Earnings                 Growth
          Two Year Average                   Factor

          <S>                                <C>
          0.0% thru 2.99                     1.0
          3.0% thru 4.99                     1.1
          5.0% thru 6.99                     1.2
          7.0% thru 8.99                     1.3
          9.0% thru 10.99                    1.4
          11.0% thru 12.99                   1.5
          13.0% thru 14.99                   1.6
          15.0% thru 16.99                   1.7
          17.0% thru 18.49                   1.8
          18.5% thru 19.99                   1.9
          20.0% and greater                  2.0
</TABLE>


        ILLUSTRATION OF PENNROCK FINANCIAL SERVICES CORP.
              EXECUTIVE INCENTIVE COMPENSATION PLAN


EMPLOYEE NAME: CEO       /VP
EMPLOYEE BASE PAY:  200,000   80,000

<TABLE>
<CAPTION>

ASSUMED DATA:                      CURRENT   PRIOR     TWO YEAR
                                   YEAR      YEAR      AVERAGE 
                                   (Estimated)

Year                               1994      1993
                                     %         %
<S>                                <C>       <C>       <C>
Percentage of net income to average
equity investment in Bank:

  Bank Holding Company             14.29     17.71     16.00

  Peer Group                       12.00     13.64     12.82

  Excess                                                3.18

Growth in Earnings Over Prior
Year                               None      14.54       N/A


INCENTIVE COMPENSATION AMOUNT:
(CALCULATION)
                                        CEO                 VP


Base Pay % from Schedule I               5.0                 5.0

  Multiplied times Growth Factor
  from Schedule II                      x1.0                x1.0

  Equals, Incentive Compensation 
  Rate                                   5.0                 5.0

  Base Pay (current year)           $200,000             $80,000

Incentive Compensation Amount       $ 10,000             $ 4,000
</TABLE>


         ILLUSTRATION OF PENNROCK FINANCIAL SERVICES CORP.
              EXECUTIVE INCENTIVE COMPENSATION PLAN


<TABLE>
<CAPTION>

EMPLOYEE NAME: CEO       /VP
EMPLOYEE BASE PAY:  200,000   80,000
                          
ASSUMED DATA:                      CURRENT   PRIOR     TWO YEAR
                                   YEAR      YEAR      AVERAGE 
                   
Year                               1993      1992
                                   %         %
<S>                                <C>       <C>       <C>
Percentage of net income to average
equity investment in Bank:

  Bank Holding Company             17.71     18.56     18.14

  Peer Group                       13.64     11.98     12.81

  Excess                                                5.33

Growth in Earnings Over Prior
Year                               14.54     21.98     18.26


INCENTIVE COMPENSATION AMOUNT:
(CALCULATION)
                                        CEO                 VP


Base Pay % from Schedule I               9.0                 9.0

  Multiplied times Growth Factor
  from Schedule II                      x1.8                x1.8

  Equals, Incentive Compensation 
  Rate                                  16.2%               16.2%

  Base Pay (current year)           $200,000             $80,000

Incentive Compensation Amount       $ 32,400             $12,960
</TABLE>


                PENNROCK FINANCIAL SERVICES CORP.

            INCENTIVE COMPENSATION CALCULATION - 1994

         (USING: BANK HOLDING COMPANY PERFORMANCE REPORT)
<TABLE>
<CAPTION>
                              1994%     1993%     2-Yr.Avg.%
<S>                           <C>       <C>       <C>
Return On Equity (ROE)
(From calculation below)
  Bank                        13.72     15.70     14.71
  Peer Group                  12.27     12.34     12.31
  Excess                                           2.40

Growth in Earnings Over Prior Year
                              None      14.54       N/A

  Base Pay % - Schedule I                           4.0
  x Growth Factor -  Schedule II                  x 1.0
  = Incentive Compensation Rate                     4.0%
  x Base Pay (1994)                               _____

  = Incentive Compensation Amount                 _____
</TABLE>
        
<TABLE>        
<CAPTION>       
                                   Bank             Peer Group
                              '94%      '93%      '94%      '93%

R.O.E. Calculation:
<S>                           <C>       <C>       <C>       <C>
A.   ROA                       1.32      1.55      1.08      1.03
B.   Tier One Leveraged Cap    9.62      9.87      8.80      8.35
C.   ROE = A divided by B     13.72     15.70     12.27     12.34

</TABLE>