EXHIBIT 10

                          PROFIT SHARING PLAN
                      SUMMARY OF PLAN PROVISIONS


               ACCOUNTING, EFFECTIVE DATE AND OTHER DATA

EMPLOYER'S NAME        First National Bank of Berwick

ADDRESS                111 West Front Street, Berwick, PA  18603

BUSINESS
ORGANIZATION           Corporation

EFFECTIVE DATE         November 1, 1985

RESTATED DATE          January 1, 1987

EMPLOYER
TAX YEAR END           December 31

PLAN YEAR END          December 31

EMPLOYER
IDENTIFICATION
NUMBER                 24-0525403

PLAN NUMBER            002

DESCRIPTION OF
TRADE OR BUSINESS      Banking

LIMITATION
YEAR END               December 31


                              ELIGIBILITY

SERVICE
REQUIREMENT            1 year(s) of service.

MINIMUM AGE
REQUIREMENT            The minimum age requirement is 21.

ELIGIBILITY FOR
EMPLOYER
CONTRIBUTIONS          A participant shall be eligible to receive an
                       allocation of the employer contributions for a
                       plan year if the following conditions are met:

                       The participant must be employed on the last
                       day of the plan year.

                       The participant must complete 1,000 hours of
                       service during the plan year unless the plan 
                       is top-heavy for such plan year.


                                  13

<PAGE>


                       These requirements shall not apply if the
                       participant terminates employment due to 
                       death, disability or retirement.

                       These requirements shall not apply to employer
                       contributions made pursuant to a salary
                       reduction agreement.

ENTRY DATES            January 1, April 1, July 1, and October 1.

PLAN ENTRY             An employee shall enter the plan on the plan
                       entry date following the date on which the
                       employee meets the eligibility requirements
                       of the plan.


                      DEFINITION OF COMPENSATION

                       Compensation shall mean W-2 earnings.

                       Compensation shall mean the amount which is
                       actually paid to the participant during the
                       plan year.

                       Compensation shall include employer
                       contributions made pursuant to a salary
                       reduction agreement which is not includible
                       in the gross income of the employee under
                       Sections 125, 402(a)(8), 402(h) or 403(b)
                       of the Code.

                       This definition of compensation shall be
                       effective as of January 1, 1987.

                       Compensation shall be taken into account for
                       the entire period in which the employee 
                       becomes a participant.


                          ELECTIVE DEFERRALS

ELECTIVE
DEFERRALS              A participant may elect to have his or her
                       compensation reduced up to 6 percent per year.

ELECTIONS              Each year a participant may elect to commence
                       deferrals as of 1/1, 4/1, 7/1 and 10/1.

                       A participant may elect to terminate or modify
                       the amount of deferrals as of 1/1, 4/1, 7/1 
                       and 10/1 of each year.

MATCHING
CONTRIBUTIONS          The employer will make matching contributions
                       to the plan on behalf of all participants.

                       Matching contributions will be made on behalf
                       of each participant in the amount of 100
                       percent of the elective deferral made for
                       each plan year.

                       The maximum elective deferral the employer
                       shall match will not exceed 3% of the
                       participant's compensation.

                       Forfeitures of excess aggregate contributions
                       and forfeitures of any Nonqualified Matching
                       Contributions shall be used to reduce employer
                       contributions.


<PAGE>


                       Qualified matching contributions shall mean
                       matching contributions which are subject to
                       the distribution and nonforfeitability
                       requirements of Section 401(k) of the Code
                       when made.

QUALIFIED
NONELECTIVE
CONTRIBUTIONS          The employer will make qualified nonelective
                       contributions to the plan.

                       The amount of such contributions for each plan
                       year shall be an amount determined by the
                       employer.

                       The allocation of qualified nonelective
                       contributions shall be made to the account of
                       all participants.

VOLUNTARY
NONDEDUCTIBLE
CONTRIBUTIONS          A participant will not be allowed to make
                       nondeductible voluntary employee contributions.

HARDSHIP
WITHDRAWALS            Hardship withdrawals of elective deferrals
                       shall be permitted.

EXCESS ELECTIVE
DEFERRALS              A participant who claims excess elective
                       deferrals for the preceding taxable year must
                       submit his/her claim in writing to the plan
                       administrator by  March 1.


                                VESTING

NONTOP-HEAVY
SCHEDULE               Participant will be 100% vested upon entry into
                       the plan.

TOP-HEAVY
VESTING SCHEDULE       The 100% immediate schedule will apply as of
                       the first day of the plan year for which the
                       plan is top-heavy.


                         NORMAL RETIREMENT AGE

                       The normal retirement age is 65.


                    SERVICE WITH PREVIOUS EMPLOYER

                       Service with a previous employer will not be
                       taken into account except to the extent
                       service is required to be given pursuant to
                       Code Section 414(a) and the regulations
                       thereunder.


         ALLOCATION OF EMPLOYER CONTRIBUTIONS AND FORFEITURES

BASIC
NONINTEGRATED
FORMULA                Contributions will be allocated under a
                       nonintegrated formula.


<PAGE>



                       ADMINISTRATIVE ELECTIONS

PAYOUTS OF
SMALL ACCOUNT
BALANCES               The employer will automatically make a total
                       distribution of the participant's vested
                       interest if it is $3,500 or less upon
                       retirement, termination of employment or
                       disability.

DISTRIBUTIONS AT
TERMINATION OF
EMPLOYMENT             A participant may take a total distribution
                       of his/her vested account balance if he/she
                       terminates employment for reasons other than
                       death, disability or retirement.

HARDSHIP
WITHDRAWALS            Hardship withdrawals shall be allowed under
                       this plan.

PARTICIPANT
LOANS                  Plan loans to a participant shall be allowed.
                       A minimum loan amount of $1,000 shall apply.

PARTICIPANT-
DIRECTED
INVESTMENTS            Participant-directed investments shall not be
                       allowed under this plan.

ROLLOVERS              Rollovers of funds by a participant from other
                       plans to this plan shall be allowed.

TRANSFERS              Transfers of funds by a participant from other
                       plans to this plan shall be allowed.

CUSTODIAN
TRUSTEE                First National Bank of Berwick
                       111 West Front Street
                       Berwick, PA  18603


<PAGE>


                 SUMMARY OF PLAN PROVISION ATTACHMENT


EMPLOYER NAME          First National Bank of Berwick

PLAN NAME              First National Bank of Berwick 401(k) Profit
                       Sharing Plan

EMPLOYER'S PHONE
NUMBER                 (717) 752-3671

TYPE OF PLAN
ADMINISTRATION         Employer Provided

AGENT FOR SERVICE
OF LEGAL PROCESS       Robert A. Bull Esquire
                       106 Market Street
                       Berwick, PA  18603


Legal process may also be served upon a plan trustee or the plan
administrator.


<PAGE>


                   PROPOSED MINUTES OF ACTION OF THE

                         BOARD OF DIRECTORS OF

                  THE FIRST NATIONAL BANK OF BERWICK


     THE UNDERSIGNED, being the Secretary of THE FIRST NATIONAL BANK
OF BERWICK, a national banking association located in Berwick,
Pennsylvania (the "Company"), does hereby record the following minutes
and resolutions by the Board of Directors (the "Board") on this 7th
day of January, 1997 in accordance with its charter.


                     SALARY CONTINUATION AGREEMENT

RECITALS:

    1.   The Board deems it to be in the best interest of the Company
         to retain the services of J. Gerald Bazewicz, David Saracino
         and Leslie Bodle (the "Executives"), key employees of the
         Company.  To encourage the Executives to continue their
         employment with the Company, the Board believes it to be in
         the best interests of the Company to enter into certain
         salary continuation agreements with the Executives
         (hereinafter to be referred to as the "Agreements").

    2.   The Agreements will not be subject to the qualification
         requirements of Section 401(a) of the Internal Revenue Code,
         therefore, the Agreements may discriminate to only provide
         benefits for the Executives in their role as a select group
         of top management and highly compensated employees of the
         Company.  The Agreements shall be subject to the disclosure
         and claims procedures of Title I of the Employee Income
         Security Act of 1974.

    3.   The Board has reviewed the Agreements and the insurance to be
         purchased for financing of the Agreements to assess the
         effect of the promised benefits on the Company's finances. 
         The Agreement provides the Executive with retirement income
         as follows:

<TABLE>
<CAPTION>
                            Normal        Monthly     Duration of
                          Retirement     Retirement     Retirement
   Name                       Age         Benefit       Benefit
<S>                           <C>        <C>           <C>
J. Gerald Bazewicz            60         $3,750.00     20 years
David Saracino                60         $2,333.33     20 years
Leslie Bodle                  60         $1,750.00     20 years

</TABLE>


                                  14


<PAGE>


    4.   The Agreements are being established to reward the Executives
         for past and future services to the Company.  The projected
         benefit amounts are calculated to give the Executives
         supplemental retirement income provided that the Executives
         meet the requirements of the Agreements.  The Board believes
         the income benefit amounts are reasonable and consistent with
         the compensation standards of Section 39 of the Federal
         Deposit Insurance Company Improvement Act of 1991 and the
         related implementing regulations.  This determination was
         made by estimating future salary increases and targeting a
         supplemental benefit to bring each Executive's total
         retirement income to 75% of final salary.

    5.   The Board has determined that it is in the best interests of
         the Company to finance the supplemental retirement benefits
         by purchasing life insurance.  The Board selected Bank
         Compensation Strategies Group ("BCS"), a benefits consulting
         firm endorsed by the American Banking Association and many
         other state bank associations to calculate cost projections
         and choose life insurance appropriate to finance the
         obligations.

    6.   The Board deems it to be in the best interests of the Company
         to purchase term life insurance from among the following
         insurers:

         Insurer

         West Coast Life Insurance Co.
         The Mutual Group Life Insurance Company
         Alexander Hamilton Life Insurance Co.
         Transamerica Assurance Company
         Chubb LifeAmerica

    7.   After consulting with BCS, the Board deems it to be in the
         best interests of the Company to purchase term life insurance
         policies from the following life insurance companies:

<TABLE>
<CAPTION>
                                                        First Year   Face
        Insured                 Insurer                 Premium       Amount
<S>                 <C>                              <C>         <C>
J. Gerald Bazewicz  West Coast Life Insurance Co.    $1,327.50   $500,000
David Saracino      West Coast Life Insurance Co.    $1,078.20   $300,000
Leslie Bodle        Chubb LifeAmerica                $3,068.00   $200,000

</TABLE>


         The life insurance policies will be owned by and payable to
         the Company.  The purpose of the insurance is to cover the
         contingent liability associated with the possible death of
         the Executives prior to retirement.


<PAGE>


    8.   The insurers of the policies which were selected by the
         Board, with the recommendation of BCS, have credit ratings
         of:


<TABLE>
<CAPTION>
                                         A.M. Best       Standard & Poor's
Insurer                                   Rating             Rating
<S>                                     <C>                <C>
West Coast Life Insurance Co.           A+                 AA+<F1>
Chubb LifeAmerica                       A+                 AA-

<FN>
<F1>
The Standard & Poor's rating for West Coast Life Insurance Co. is the
rating of its parent company, Nationwide Life Insurance Co. which is
based in Columbus, Ohio, and has total assets of $57 billion.
</FN>
</TABLE>

    9.   Generally Accepted Accounting Principles ("GAAP") shall be
         used in carrying the obligations and the assets on the books
         of the Company.

    10.  The Board has reviewed the requirements of OCC Bulletin 96-51, Bank
         Purchases of Life Insurance with the projections and
         analysis prepared by BCS.  BCS and the Company's CPA have
         been consulted.  Thus the Board deems it in the best
         interests of the Company to execute the Agreements and
         purchase term life insurance.

     NOW, THEREFORE, BE IT RESOLVED, that the Chief Executive Officer
or Secretary or any other appropriate officer of the Company is
authorized and directed to execute The First National Bank of Berwick
Salary Continuation Agreement, by and between the Company and J.
Gerald Bazewicz, The First National Bank of Berwick Salary
Continuation Agreement, by and between the Company and David Saracino,
and The First National Bank of Berwick Salary Continuation Agreement,
by and between the Company and Leslie Bodle.

     FURTHER RESOLVED, that the Chief Executive Officer or the
Secretary, or any other appropriate officer of the Company, is hereby
authorized and directed to execute any and all documents necessary to
implement the Agreements.

     FURTHER RESOLVED, that the Chief Executive Officer or the
Secretary, or any other appropriate officer of the Company, is hereby
authorized and directed to purchase term life insurance contemplated
by this Agreement, and which is discussed in these minutes, or any
such other life insurance that has been subject to the same due
diligence as discussed above.



                                   /s/ John L. Coates
                                   Secretary


<PAGE>


                        THE FIRST NATIONAL BANK

                              OF BERWICK

                MANAGEMENT INCENTIVE COMPENSATION PLAN



                               CONTENTS


       I.  PURPOSE                                          1
      II.  GENERAL DESCRIPTION                              2
     III.  PLAN ADMINISTRATION                              3
      IV.  PLAN PARTICIPANTS                                5
       V.  OPERATING RULES                                  6
      VI.  SUMMARY OF SUPPLEMENTARY PLAN DOCUMENTS          9

                                  15

<PAGE>

                              I.  PURPOSE
     The purpose of the Management Incentive Compensation Plan is to
provide incentives and awards to top management employees who, through
high levels of performance, contribute to the success and
profitability of The First National Bank of Berwick.  The Plan is
designed to support organizational objectives and financial goals, as
defined by the Bank's Strategic and Financial Plans, by making
available additional, variable, and contingent incentive compensation.

                       II.  GENERAL DESCRIPTION
     The Management Incentive Compensation Plan is based upon the
achievement of a required budget net income figure before any
incentive award "pool" is formed.  The Plan specifies annual goals
that are consistent with those contained in the Strategic Business
Plan and the annual Profit Plan.
     The calculation of share of profits to be distributed to the Plan
participants, and the incentive formulas, are constructed to provide
awards that are consistent with achieved profitability levels.  The
incentive formulas insure a level of incentive award that will enable
The First National Bank to attract, retain, and motivate high-quality
management personnel and support continued growth and profitability.
     The Management Incentive Compensation Plan is established to
augment regular salary and benefits programs already in existence. 
The Plan is not meant to be a substitute for salary increases, but as
a supplement to salary, and, as stated earlier, as an incentive for
performance that contributes to outstanding levels of achievement.

                       III.  PLAN ADMINISTRATION
     Throughout this Plan document, reference to the actions and
authority of the Human Resource Committee of the Board of Directors
also presumes that the Committee will recommend, and the Board of
Directors will approve or disapprove, final disposition of all matters
pertaining to the administration of the Plan.  The Committee, with
Board approval, has the responsibility to interpret, administer,
amend, or recommend suspension or termination of the Plan as
necessary.  The recommendations of the Committee, as approved by

<PAGE>

the Board, affecting the construction, interpretation, and
administration of the Plan shall be final and binding on all parties,
including the Bank and its employees.
     Matters before the Committee shall be decided upon a majority
vote of the Committee and recommended to the Board for final action. 
Plan participants who are members of the Committee shall not be
entitled to vote on matters relating to the eligibility for and/or
determination of their own incentive compensation awards.
     During the first quarter of each Plan Year, the Committee may
review and revise the operating rules.  Performance measures and
awards based upon those measures, may be changed in order to emphasize
specific goals and objectives of the Plan.  However, it is expected
that the Plan will require modification only when significant changes
in organization, goals, personnel, or performance occur.  The Chief
Executive Officer shall inform the Committee of any proposed changes
to the operating rules.
     Computation of incentive awards will be made by the Chief
Executive Officer in consultation with the Chairman of the Board. 
Maintenance of participant payments and other related records shall be
the responsibility of the Bank's Human Resource Manager.  Such
computations and records may be audited annually by the independent
auditors of the Bank prior to submission to the Committee and the
Board for review and approval.
     Finally, the Committee, in the exercise of its discretion with
respect to the determination of the amount of the incentive plan pool
for any given Plan Year, may take into account the presence or absence
of nonrecurring or extraordinary items of income, gain, expense, or
loss, and any and all factors that, in its sole discretion, may deem
relevant.
     Extraordinary occurrences may be excluded when calculating
performance results to insure that the best interests of the Bank are
protected and are not brought into conflict with the best interest of
plan participants.

<PAGE>

                        IV.  PLAN PARTICIPANTS
     Participation in the Management Incentive Plan at The First
National Bank of Berwick is limited to the executive management team. 
This management team includes the following functional job titles:
  A.  Chief Executive Officer
  B.  Finance/Control Division Manager
  C.  Sales/Marketing Division Manager
  D.  Trust Services Division Manager
     Plan participation by these four (4) individuals recognizes the
importance of this group to the Bank and the potential these officers
have to influence the achievement of financial and strategic
objectives.
     The only additional eligibility requirement is that the manager
named to one of the four (4) positions noted above must have served in
the position the full twelve (12) months of the plan year in order to
be eligible.

                          V.  OPERATING RULES
I.    The Plan shall be effective as of April 1, 1988.
      A.  The Board of Directors of The First National Bank of
          Berwick may amend, suspend, or terminate the Plan at any
          time.
      B.  The Plan shall be administered by the Human Resource
          Committee with assistance from Executive Management.
      C.  The Human Resource Committee shall adopt such rules and
          regulations and shall make determinations and
          interpretations of the Plan thereunder as it shall deem
          appropriate.  All such rules, regulations, and
          determinations, as approved by the Board of Directors,
          shall be conclusive and binding upon all parties.
      D.  Eligibility for participation in the Plan is based upon the
          eligibility requirements as stated herein.
      E.  Supplementary Plan Documents relating to participants, the
          targeted incentive plan pool, and other pertinent matters
          will be prepared by the Committee, and approved by the
          Board of Directors,

<PAGE>
          during the first quarter of each Plan Year.
      F.  The incentive plan pool may be funded, within the
          discretion of the Board of Directors, with the following to
          be used as a general guideline:
                Fund as a                      % of Budget
               % of Budget                     Beyond Goal 

            Greater than 90% of budget             5%
               up to 95% of budget

            Greater than 95% of budget             10%
               up to 100% of budget

            In excess of budget                    15%

      G.  Allocation of the plan pool will be made in accordance with
          the guidelines shown in Section VI of this Plan document. 
          As noted in these guidelines, individual performance
          standards must be met before an eligible participant will
          receive all or part of his/her eligible portion of the
          pool.
      H.  Within thirty (30) days following the end of the Plan Year,
          or as soon as financial and operating results are known,
          eligible participants will receive their appropriate
          incentive plan payment.  Unless otherwise determined and
          approved by the Board of Directors, this payment will be
          made in cash.
      I.  Basic Incentive Plan guidelines for any Plan Year shall be
          reviewed with the participants at the beginning of each
          Plan Year.
      J.  Partial payments under the Plan shall be administered as
          follows:

          1.   Retirement:  In the event of termination of employment
               through retirement, the employee may, at the discretion
               of the Committee, be considered to have earned one-twelfth
               (1/12) of the annual incentive compensation
               award of a particular year for each month of employment
               in the Plan Year of his/her retirement.
          2.   Death:  If a participant dies, the amount of the award
               may be prorated for each month of employment during the
               Plan Year at the discretion of the Committee, and paid
               to the estate or designated beneficiary.
          3.   Termination for Reasons Other Than Death or Retirement: 
               In the event of termination of employment for reasons
               other than death or retirement, the participant, at the
               discretion of

<PAGE>

               the Committee, will forfeit all unpaid incentive
               awards.
      K.  No right or interest of any participant in the plan shall
          be assignable or transferable, or subject to any lien,
          directly, by operation of law, or otherwise, including
          levy, garnishment, attachment, pledge, or bankruptcy,
          except to a beneficiary upon the death of a participant as
          herein provided.
      L.  An award under the Plan shall not confer any right on the
          participant to continue in the employ of the bank, or limit
          in any way the right of the bank to terminate the
          participant's employment at any time.  The receipt of an
          award for any one year shall not guarantee an employee the
          right to receive an award for any subsequent year.
      M.  The Bank shall have the right to deduct from all payments
          under this Plan any federal or state taxes required by law
          to be withheld with respect to such payments.
      N.  The Committee, with concurrence of the Board of Directors,
          may terminate, amend, or modify this Plan at any time.

             VI.  SUMMARY OF SUPPLEMENTARY PLAN DOCUMENTS
      A.  Allocation of Incentive Plan Pool
                                                      Maximum %
                  Job Title                            of Pool
          1.  Chief Executive Officer                    40%
          2.  Finance/Control Division Manager           30%
          3.   Trust Services Division Manager           15%
          4.   Sales/Marketing Division Manager          15%