EXHIBIT 10.8






                       GROUP PENSION PLAN FOR EMPLOYEES OF
                           ADAMS COUNTY NATIONAL BANK

<page>



                                 PLAN HIGHLIGHTS

                                                                      GA 4-35568
                                                                           (8.0)


Plan Highlights briefly describes your plan. The rest of this booklet explains
in greater detail how the plan works.

We started your retirement plan on November 1, 1974. Farmers National Rank of
Newville started a retirement plan for their employees on October 15, 1960.
These two plans were merged on January 1, 2002.

Your retirement plan:

   o  Gives you a dependable source of income when you retire. Knowing how much
      you'll receive from the plan makes planning for your retirement easier.

   o Bases the ownership of your retirement benefit on your service.

   o  May provide a death benefit for your spouse or another person you name as
      beneficiary if you die before retirement.

   o Is funded entirely by our contributions.

   o Offers several different ways to receive your benefits. You choose the
     right way for you.

ABOUT THIS BOOKLET

This booklet is the summary plan description. It explains how your plan
currently works, when you qualify for benefits, and other information.

The plan is much more detailed and It governs your benefits.

Ask your plan administrator if you have questions. Part 8 of this booklet lists
your plan administrator's name and address.

                                        1

<page>

                                TABLE OF CONTENTS
JOINING THE PLAN                                                   PART I

   o  When You Join
   o  Changes in Your Participation

YOUR EARNED BENEFIT                                                 PART 2

   o  Figuring Your Earned Benefit
   o  Helpful Terms
   o  Who Provides Your Earned Benefit

RETIREMENT BENEFITS                                                 PART 3

   o  Al Normal Retirement Date
   o  At Early Retirement Date
   o  At Late Retirement Date
   o  Required Beginning Date
   o  Adjustments to Your Bone Fits

BENEFITS FOR INACTIVE PARTICIPANTS                                  PART 4

   o  Your Vested Benefit
   o  When Your Vested Benefit Starts
   o  Before Your Vesting Percentage is 100%

DEATH BENEFITS BEFORE RETIREMENT                                    PART 5

   o  A Spouse's Benefit
   o  Benefits Between Normal and Late Retirement

HOW THE PLAN PAYS BENEFITS                                          PART 6

   o  Forms to Choose
   o  Choosing at Retirement
   o  Choosing Pro-retirement Death Benefits
   o  Tax Considerations


                                        2

<page>

IMPORTANT INFORMATION FOR YOU                                        PART 7

   o Your Rights
   o A Spouse's Rights
   o Qualified Domestic Relations Order (ODRO)
   o The Plan Administrator
   o Direct Rollovers
   o Top-heavy Plans
   o Assigning Your Benefits
   o Your Social Security Benefits
   o Claiming Benefits Under the Plan
   o Changing the Plan
   o Stopping the Plan
   o Our Plan and the Pension Benefit Guaranty Corporation (PBGC)

FACTS ABOUT THE PLAN                                                 PART 8

                                        3

<page>

                             PART 1 JOINING THE PLAN

WHEN YOU JOIN

You join the plan as an active participant on the January 1 or July I on or
after you meet these requirements:

   o You are an eligible employee.

   o You have ONE YEAR of entry SERVICE.

   o You are age 20 1/2 or older.

However, if you were a participant under the Group Pension Plan for Employees of
Farmers National Bank of Newville (the merged plan), you join the plan as an
active participant on January 1, 2002.

ELIGIBLE EMPLOYEE MEANS:

   o  You are each of the following;

      Not represented by a bargaining unit which has bargained with us in good
      faith on the subject of retirement benefits.

      Not a leased employee.

You earn a year of entry service at the end of a service period in which you
have 1,000 or more hours of service.

Service periods are one-year long. Your first one starts on the date you are
hired and ends on the day before your first anniversary date. Following ones
begin on January 1 and end on December 31, beginning with the January 1
following the date you are hired.

An hour of service is each hour of paid working time. In addition, it includes
up to 501 hours during any one period of paid non-working time, such as paid
vacation.

CHANGES IN YOUR PARTICIPATION

You become an inactive participant on the date you:

   o Are no longer an eligible employee.

   o Have a break in service (see Part 2).

You stop being a participant on:

   o The date you get a single sum payment in place of all other benefits.

   o The date of your death.
                                        4

<page>

   o The date you stop working for us if your vesting percentage is zero (see
     Part 4),

You rejoin the plan as an active participant when you work another hour for us
as an eligible employee.


                                        5

<page>

                           PART 2 YOUR EARNED BENEFIT


As you work for us, you earn your retirement benefit. This earned benefit grows
with your service and pay.

FIGURING YOUR EARNED BENEFIT

This formula is used to figure your earned benefit:

(1)   1.00% of your average monthly pay not over your Social Security base plus
      1.3% of your average monthly pay  over your Social Security base

      multiplied by

(2)   your benefit service but not more than 45 years

      plus

(3)   your  benefit  under the merged plan (see Part 1) on the day before
      January 1, 2002,  which was frozen as of April 30, 1993

If you were ever a participant in another plan of ours, your earned benefit may
be increased if total service taken into account under all plans of ours will be
mote than 35 years. Ask the plan administrator if you want to know if the
adjustment applies to you.

HELPFUL TERMS

Average monthly pay is the average of your monthly pay for the 5 consecutive pay
years out of the 10 latest pay years which give the highest average.

Pay years in which you stop working for us are excluded. Pay years in which you
have not earned an hour of service are excluded.

If you were an employee of Farmers National Bank of Newville on December 31.
2001, your average monthly pay will exclude pay years before January 1, 2002.

Benefit service means the sum of your years of service. You have one year of
service for each service period in which you have 1.000 or more hours of
service. You have a partial year of service in the year you start working for us
or the year you stop working for us if you have fewer than 1,000 hours of
service. Your partial year of service is figured by dividing your hours of
service for the period (rounded to the next 100 hours) by 1,000. However, for
the two-month service period ending December 31. 1995, you have .20 of a year if
you have 166 or more hours of service.

Service before January 1, 2002, is not counted if you were an employee of
Farmers National Bank of Newville on December 31, 2001.

Hour of service means each hour of paid working time. In addition, we will count
up to 501 hours during any one period of paid non-working time, such as paid
vacation.

                                        6

<page>

Monthly pay for any pay year is 1/12th of your total pay for such year.

Pay year means a one-year period ending on December 31 (October 31 before
November 1, 1995).

Service period means a one-year period ending on October 31 before November 1,
1995; a two-month period beginning on November 1, 1995, and ending on December
31, 1995: and a one-year period ending on December 31 thereafter.

Social Security base means 1/12th of the average of the Social Security taxable
wage bases that have applied for the 35-year period ending on the last day of
the calendar year in which you reach Social Security retirement age. You reach
Social Security retirement age on (i) your 65th birthday, if you were born
before January 1, 1938; (ii) your 66th birthday, if you were born after December
31, 1937 and before January 1, 1955; and (iii) your 67th birthday, if you were
born after December 31, 1954.

In calculating your Social Security base for any plan year, the taxable wage
base in effect for the current and any later plan year is assumed to be the same
as the taxable wage base in effect at the beginning of the plan year in which
the calculation is being made.

Your Social Security base for any plan year before the 35-year period is the
taxable wage base in effect at the beginning of that plan year. Your Social
Security base for any plan year after the 35-year period is your Social Security
base determined for the plan year in which the 35-year period ends.

The average varies based on your age. The younger you are, the higher the
average. Ask your plan administrator if you want to know your current amount.

WHO PROVIDES YOUR EARNED BENEFIT

Your earned benefit is provided entirely by our contributions to the plan.

The contributions are invested and accumulate to provide benefits under the
plan. The plan funds are for the exclusive benefit of participants and their
beneficiaries.


                                        7

<page>

                           PART 3 RETIREMENT BENEFITS


Your plan is designed to provide a retirement income for you. The amount you
receive each month when you retire is based on your earned benefit.

AT NORMAL RETIREMENT DATE

UNLESS YOU CHOOSE OTHERWISE, YOUR RETIREMENT BENEFIT BEGINS ON YOUR NORMAL
RETIREMENT DATE IF YOU have an earned benefit (see Part 2) and you stop working
for us. Even if you continue to work for us, you may choose to begin your
retirement benefit on your normal retirement date.

Normal retirement data means the FIRST day of the month on or alter the date you
reach your normal retirement age.

Your normal retirement age is the earlier of:

   o The older of (1) age 62 or (ii) your age on the date you have 30 years of
     vesting service (see Part 4).

   o  The older of (i) age 65, or (ii) your age on the date 5 years after the
      January 1 on or before the date you entered the plan.

AT EARLY RETIREMENT DATE

If you choose to retire early, your earned benefit will be less than the amount
you could have earned by working until normal retirement date.

You receive a percentage of your earned benefit because payments begin at a
younger age and are expected to continue longer. The percentage is based on the
number of years you retire early and is shown in the following table:

                                            Approximate
            Years You                       Percentage of
            Retire Early                    Earned Benefit

                 1                                93
                 2                                86
                 3                                80
                 4                                73
                 5                                66
                 6                                63
                 7                                60
                 8                                56
                 9                                53
                10                                50

The percentage is adjusted for parts of a year.

                                        8

<page>

However, if you have 30 or more years of service, you may elect to retire at age
62 with no reduction in benefits. fn addition, if you have 30 or more years of
service and elect to retire before ago 62, your earned benefit will be reduced
based upon the years you retire early before age 62.

EARLY RETIREMENT DATE MEANS THE first day OF any MONTH YOU CHOOSE WHICH IS ON OR
after the later of the date you stop working for us or the date you reach early
retirement age.

Your early retirement age is your age on the later of:

   o The dale you reach age 55.

   o The date you have 15 years OF vesting service (SEE Part 4).

AT LATE RETIREMENT DATE

You may choose to start benefits on your late retirement date. When you retire
late, your earned benefit as of your normal retirement date is increased by a
percentage because payments begin at an older age and are expected to continue
for a shorter time. The percentage is based on the number of years you retire
tare and is shown in the following table:
                                             Percentage
            Years You                       Increase to Your
            Retire Late                     Earned Benefit

                 1                                   9
                 2                                   20
                 3                                   32
                 4                                   45
                 5                                   59
                 6                                   75
                 7                                   93
                 8                                   113
                 9                                   134
                10                                   159

The percentage is adjusted for parts of a year. Your plan administrator can give
you the percentages for other years.

Your income won't be less than your earned benefit as of your late retirement
date.

If you retire after age 70 1/2 your benefit will be increased to take into
account the period between the April 1 following the calendar year in which you
reach age 70 1/2 and the date your retirement benefits begin.

LATE RETIREMENT DATE MEANS, if you continue working for us after your normal
retirement date, the first day of the month after the date you stop working for
us.

You may choose to have your benefits start on the first day of any month after
your normal retirement date and before you stop working. If you do, that date
becomes your fate retirement date.

                                        9

<page>

It's possible to have your benefits begin after your late retirement date. If
you think you would like to delay your benefits, talk to the plan administrator
before your late retirement date.

REQUIRED BEGINNING DATE

Under the law you must begin receiving benefits by your required beginning date.
Your required BEGINNING DATE IS THE APRIL 1 FOLLOWING the LATER of the calendar
year in which you reach age 70 1/2 or stop working for us. However, if you are a
5% owner, your benefits must begin by the April 1 following the calendar year in
which you reach age 70 1/2.

ADJUSTMENTS TO YOUR BENEFITS

The amount you receive will be adjusted if your: retirement benefit is not paid
under the normal form of income. Normal form of income means a form which pays
you monthly income for life. If you die before monthly payments have been made
for 5 years, your beneficiary gets the payments that are left.

Part 6 explains the other forms you may choose.

The law limits the amount of pay that may be used in any plan year to determine
benefits. The 2002 limit is $200,000. This limit is subject to change each year
for cost of living changes.

The law also limits the dollar amour-it of annual benefits that may be paid to
you in any year to the lesser of 100% of your average pay for the highest three
years or a dollar limit. These limits are based on a monthly income payable to
you for life and no benefits payable after your death. Benefits under OTHER
forms will ALSO BE limited. THE dollar amount is decreased if you retire before
age 62 and increased if you retire after age 65. The dollar limit in 2002 is
$160,000. This limit is subject to change each year for cost of living changes.

Ask your plan administrator if you want to know more about either of these
limits.


                                       10

<page>

                    PART 4 BENEFITS FOR INACTIVE PARTICIPANTS


YOUR VESTED BENEFIT

Each year as you work for us, you earn a right to a benefit if you stop working
for us before retirement. This benefit is called your vested benefit.

Your vested benefit is equal to:

(1) your earned benefit

      multiplied by

(2) your vesting percentage

If you become an inactive participant because you are no longer an eligible
employee (see Part 1), but you are still working for us, your service after you
become an inactive participant is used to figure your vesting percentage but not
your earned benefit.

Your vesting percentage will be 100% if you are working for us:

   o On or after the date you reach normal retirement age (see Part 3).

   o On or after the date you reach early retirement age (see Part 3).

Before that date, the following schedule determines your vesting percentage:

            Years of                  Vesting
         Vesting Service             Percentage

            Less than 5                     0
            5 or more                     100

Vesting service means the sum of your years of service. You have one year of
service for each service period in which you have 1,000 or more hours of
service. A service period is a one-year period ending on December 31 (October 31
before November 1, 1996). An hour of service is each hour of paid working time.
In addition, it includes up to 501 hours during any one period of paid
non-working time, such as paid vacation.

Your vesting service before a period of breaks in service is not counted if your
vesting percentage is zero and your consecutive breaks in service equal or are
more than the greater of 5 years (one year before November 1, 1985) or your
earlier vesting service.

Break in service means you have 500 or fewer hours of service in a service
period.

Federal law delays a break in service for your pregnancy, birth of your child,
placement of a child with you by reason of your adoption of such child, or your
caring for such child following such birth or placement.

                                       11


<page>

WHEN YOUR VESTED BENEFIT STARTS

If you become an inactive participant, you will start receiving your vested
benefit on your retirement date. Part 3 explains when you may retire and how
your vested benefit is adjusted if you retire early or late.

Your vested benefit is the amount you will receive under the normal form of
income. Normal form of income means a form which pays you monthly income for
life. If you die before monthly payments have been made for 5 years, your
beneficiary gets the payments that are left.

Part 6 explains other forms of benefit you may choose when you retire and tax
considerations. If the value of your vested benefit is not more than $5,000, it
will be paid to you in a single sum when you stop working for us. There is no
choice to make.

You need to tell us your current address when you wish payments to begin.
Federal law may require you to have your spouse's consent (see Part 7).

BEFORE YOUR VESTING PERCENTAGE IS 100%

You forfeit (lose the right to) your earned benefit if you stop working for us
when your vesting percentage is zero. We will restore this forfeited amount if
you come back to work as an eligible employee (see Part 1) before the end of the
first period of five consecutive one-year breaks in service beginning after you
stop working for us.

                                       12

<page>

                     PART 5 DEATH BENEFITS BEFORE RETIREMENT

The primary put pose of your plan is to provide income for you during your
retirement years. However, if you die before you retire, a death benefit may be
payable to your beneficiary or spouse.

A SPOUSE'S BENEFITS

A death benefit is paid to your spouse if these requirements are met:

   o You die before retirement benefits start and before your normal retirement
     date.

   o You were married for the full year before your death.

   o Your vesting percentage is greater than zero (see Part 4).

The death benefit equals the survivor's benefit under a 100% survivor form. The
benefit is payable to your spouse as of the earliest date you could have retired
on or after the date of your death. (This will be your normal retirement date if
you had not met the service requirement for early retirement.) Your spouse may
choose to begin benefits on a finer date. Benefits must begin by the date you
would have been age 70 1/2.

The amount of the benefit is based on your vested benefit when you die. If you
are not working for us then, it is based on your vested benefit when you stopped
working for us. II your spouse starts receiving this death benefit before or
after what would have been your normal retirement date, your vested benefit is
adjusted for early or late retirement as explained in Part 3. Your vested
benefit is also adjusted for the 100% survivor form. This reduced amount is
payable to your spouse monthly for life. (If, during the election period for
retirement forms, you choose a survivor form with a different survivor
percentage for your spouse, that percentage applies instead.)

If the value of the spouse's death benefit is not more than $5,000, it will be
paid to your spouse in e single sum in place of the monthly income.

BENEFITS BETWEEN NORMAL AND LATE RETIREMENT

If you die after your normal retirement date and before retirement benefits
begin, death benefits are paid in this way:

   o  If you are married for the full year before your death, death benefits are
      the same as if you had died before your normal retirement date.

   o  If you are not married for the full year before your death, a death
      benefit may be payable depending on the optional form of retirement
      payments you chose before your death. lf you chose a form with a death
      benefit, your beneficiary or survivor will receive that benefit as if you
      had retired on the date of your death.

Federal law limits how death benefits may be paid. Your plan administrator can
tell you what forms you may choose. You should choose before your normal
retirement date to be sure of the death benefit of your choice.

                                       13


<page>

                        PART 6 HOW THE PLAN PAYS BENEFITS



You make an important choice when you decide how to receive your benefit. Things
to consider include the money you will need every month, any death benefits you
want to provide, and your tax situation.

You may choose to have your retirement benefit paid under any one of the
optional forms available under the plan. Your plan administrator or tax advisor
can help you make your choice.

If the value of your earned benefit is not more than $5,000, it will be paid to
you in a single sum. There is no choice to be made.

The amount of the payments will depend on the amount of your earned benefit,
your age, the age of your survivor and the optional form chosen.

FORMS TO CHOOSE

The plan offers the following ways for you to receive your benefit:

   o A monthly income to you for life. No benefits are payable after your death.

   o  A monthly income to you for life. If you die before the and of a certain
      number of years (you may choose 5, 10 or 15 years), payments continue to
      your beneficiary until that period ends.

   o  A monthly income to you for life, You choose a percentage (50%, 66 2/3%,
      or 100%) of your monthly income to continue for the lifetime of a survivor
      you name.

CHOOSING AT RETIREMENT

You may choose any of the optional forms of benefit. Your choice must be made
within 90 days of the date benefits begin. (Federal rules may limit the forms
available to you.) You may change or cancel your choice at any time before
benefits start. Part 7 explains your spouse's rights.

It you don't have a choice in effect or your spouse revokes consent, your
retirement benefits are paid in this way:

   o  If you are married, retirement benefits are paid to you monthly for life.
      After your death, your monthly income is paid to your spouse for as long
      as your spouse fives.

   o  If you are single, retirement benefits are paid to you monthly for life.
      If you die before monthly payments have been made for & years, your
      beneficiary gets the payments that are left.

CHOOSING PRE-RETIREMENT DEATH BENEFITS

Your spouse may choose to have the spouse's benefit described in Part 5 paid in
another form. If the value of the spouse's benefit is not more than $5,000, it
will be paid to your spouse in a single sum. There is no choice to be made.

                                       14

<page>

The optional forms of death benefit are any of the monthly income forms.

Any choice by your spouse or beneficiary must be made before benefits begin.

TAX CONSIDERATIONS

Benefits you receive are normally subject to income taxes. You may be able to
postpone or reduce the taxes that would otherwise be due. In addition, benefits
you receive before age 59 1/2 may be subject to a 10% penalty tax.

Each person's tax situation differs. Your financial advisor can help you decide
the best way for you to receive benefits.


                                      15

<page>

                      PART 7 IMPORTANT INFORMATION FOR YOU

YOUR RIGHTS

As a participant in the plan you have certain rights and protections under the
Employee Retirement INCOME SECURITY Act OF 1974 (ER1SA). As a plan participant,
you are entitled to:

Receive Information About Your Plan and Benefits
o  You can examine all plan documents, without change, at your plan
   administrator's office and at other specified locations, such as worksites.
   This includes insurance contracts and a copy of the latest annual report
   (Form 5500 series) filed by the plan with the U.S. Department of Labor and
   available at the Public Disclosure Room of the Pension and Welfare Benefit
   Administration.

o  You can get copies of all plan documents and other plan information noted
   above upon written request to your plan administrator. Your administrator may
   make a reasonable charge for the copies.

o  You will get a summary of the plan's annual financial report.

o  You can get, once a year, a statement OF your earned BENEFIT AND WHAT PART OF
   THIS BENEFIT YOU would get at normal retirement date (see Pan 3) if you stop
   working under the plan now. If you don't have a right to a benefit, the
   statement will tell you how many more years you have to work to get a right
   to all or a part of a benefit. If you don't automatically get this statement,
   you can request it. The plan must provide the statement free of charge.

Prudent Actions by Plan Fiduciaries
In addition to creating rights for plan participants, ERISA defines the duties
of the people who operate the plan. These people are called "fiduciaries," from
the Latin word meaning "trust" or "confidence". Fiduciaries must perform their
duties prudently and in the interest of plan participants and beneficiaries.

You can't be fired or discriminated against to prevent you from obtaining a
benefit or exercising your rights guaranteed under ERISA.

Enforce Your Rights
If all or a part of your claim to a benefit is denied or ignored, you have a
right to know why this was done, to get copies of documents relating to the
decision without a charge, and to appeal any denial, all within certain time
schedules.

Under ERISA you can take certain steps to enforce the rights described above.
For example, if you request a copy of plan documents or the latest annual report
from the plan, you must get them within 30 days, However, if you haven't
received the materials after about 20 days, it might be a good idea to check
with your plan administrator to see if there are problems in giving you the
materials you requested. Then, if you haven't received them within 30 days of
your request, you can file suit in Federal court. The court can require your
plan administrator to provide the materials and pay you up to $110 for each day
of delay until you get the materials, unless they weren't sent because of
reasons beyond your plan administrator's control. Or, if all or a part of your
claim for benefits is denied or ignored, you may file suit in a stale or Federal
court or you can ask the U.S. Department of Labor for help. In addition, if you
disagree with the plan's decision or lack thereof

                                       16

<page>

concerning the qualified status of a domestic relations order, you may file suit
in Federal court. If you think plan fiduciaries are misusing the plan's money,
or you feel you are being discriminated against for exercising your rights, you
can got assistance from the U.S. Department of Labor or file suit in Federal
court. Any time you sue, the court will decide who should pay court COSTS AND
LEGAL FEES. if you WIN, the court may order the person you've sued to pay these
costs and lees. if you lose, you may have to pay these costs and fees.

Assistance With Your Questions
If you have any questions about the plan, contact your plan administrator. If
you have any questions about this statement or about your rights under ERISA, or
if you need help in getting documents from the plan administrator, contact the
nearest office of the Pension and Welfare Benefits Administration, U.S.
Department of Labor, listed in your telephone directory or the Division of
Technical Assistance and inquiries, Pension and Welfare Benefits Administration.
(P.S. Department OF Labor, 200 Constitution Avenue N.W., Washington D,C. 20210.
You may also got certain publications about your rights and responsibilities
under ERISA by calling the publications hotline of the Pension and Welfare
Benefits Administration.

A SPOUSE'S RIGHTS

Other parts of this booklet refer to a spouse's rights. Federal law gives these
rights to a spouse for his or her protection.

Your spouse must consent to the start of benefits before the date you reach
normal retirement age (see Part 3). No consent is needed if your benefits are to
be paid to you monthly for life with 100% of your monthly income paid to your
spouse after your death,

Your spouse must consent to any form of benefit which does nor pay a monthly
income to you for life with 100% of your monthly income paid to your spouse
after your death. Your spouse has the right to limit consent to a specific
optional form of benefit or to limit consent to a specific beneficiary for any
form which pays a death benefit. Your spouse can waive one or both of these
rights.

Your spouse's consent may let you make future changes without his or her
consent. If it does not, you will need a new consent to make a new choice. You
do not need your spouse's consent to cancel a choice.

Your spouse may revoke consent at any time before benefits begin. A spouse's
consent is not valid for a former or a future spouse of yours.

QUALIFIED DOMESTIC RELATIONS ORDER (QDRO)

A domestic relations order is a judgment, decree, or order that provides child
support, alimony payments, or marital property rights. A domestic relations
order may give all or pan of your plan benefits to an alternate payee if it is
determined to be a qualified domestic relations order (QDRO). An alternate payee
is your spouse, former spouse, child or dependent. In order to be a QDRO, the
domestic relations order must include certain information and meet certain other
requirements.

The plan administrator is required to set up detailed procedures for determining
if a domestic relations order is a QDRO. You and the alternate payee may get a
copy of these procedures, without charge, from the plan administrator.

                                       17

<page>

THE PLAN ADMINISTRATOR

The plan administrator has the full power to decide what the plan provisions
mean; to answer all questions about the plan, including those about eligibility
and benefits; and to supervise the administration of the plan. The plan
administrator's decisions are final.

DIRECT ROLLOVERS

Certain benefits which are payable to you may be paid directly to another
retirement plan or IRA. Your plan administrator will give you more specific
information about this option when It applies,

TOP-HEAVY PLANS

We test our plan once a year to see if it is top-heavy. It would be top-heavy if
the present values of the earned benefits for key employees exceed 60% of the
present values of the earned benefits for all employees. Certain distributions
are counted as earned benefits,

In general a key employee is an officer or owner. Not all officers or owners are
key employees. Factors taken into account are the number of officers or owners
and their amount of pay or percentage of ownership,

For any year in which a plan is top-heavy, there are minimum requirements for
benefits and vesting. Your plan administrator can tell you if our plan is
top-heavy and if the minimums or reduced limits apply.

ASSIGNING YOUR BENEFITS

Benefits under the plan cannot he assigned. transferred, or pledged to someone
else. The plan does make the following exceptions:

   o  Qualified domestic relations orders such as alimony payments or marital
      property rights to a spouse or former spouse.

   o  Any offset to your benefit per a judgment, order, decree, or settlement
      agreement because of a conviction of a clime against the plan or a
      violation of ERISA.

YOUR SOCIAL SECURITY BENEFITS

Your benefits from this plan are in addition to your benefits from Social
Security You should make your application for Social Security (and Medicare)
benefits 3 months before you wish Social Security payments to begin.

CLAIMING BENEFITS UNDER THE PLAN

Apply for benefits to your plan administrator. You'll need to complete all
necessary forms and supply needed information, such as the address where you
will get your checks.

Your claim will be reviewed and a decision made within 90 days. In some cases
the decision may be delayed for an additional 90 days. If so, you will be
notified in writing.

                                       18

<page>

If you make a claim and all or part of it is refused, you'll be notified in
writing. You'll be told:

   o why your claim was refused,

   o the specific provisions of the plan governing the decision,

   o  what additional information is needed, if any, and

   o  what steps you should take to have your claim reviewed.

You have 60 days after you receive written notice your claim is refused to make
a written appeal to your plan administrator. You or your representative may also
review plan documents and submit issues and comments in writing.

A decision will be made on your appeal within 60 days. In some cases the
decision may be delayed for an additional 60 days. If so, you will be notified
in writing.

You will be notified in writing if your appeal is refused and given exact
reasons for the decision.

CHANGING THE PLAN

The plan can be changed at any time. We will notify you of any changes that
affect your benefits.

Benefits you have earned as of the date the plan is changed may not be reduced
except as required by law. If the plan is changed, the plan administrator can
tell you which benefits and forms of payment are preserved for you.

An earlier version of the plan may continue to apply in certain situations. F or
example, participants who stop working for us have their eligibility for
benefits determined under the version in effect when they stopped working.

STOPPING THE PLAN

We hope to continue the plan, but the plan can be terminated (stopped). If the
plan is terminated, the plan assets will be used up on a priority basis to
provide a retirement income I or plan participants.

Determining which benefits fall into which priority is very complex, but in
general, it works like this. Benefits for plan participants who retire 3 years
or more before termination will be given first priority. Then those who were
eligible to retire at least 3 years before termination will receive benefits.
Next those benefits of all other participants which were vested before
termination of the plan and finally, those non-vested benefits which became
vested on termination of the plan.

Where a benefit falls in the priorities also depends on:

   o  plan provisions in effect 5 years prior to the termination date,

   o  a percentage of arty increase in benefits due to changes in the plan
      during the last 5 years,

   o  amounts guaranteed by the Pension Benefit Guaranty Corporation,


                                       19

<page>

   o  limitations for plan participants who are classified as substantial
      owners, and

   o  dollar maximums on pensions, all as regulated by the Pension Benefit
      Guaranty Corporation.

Our Plan and the Pension Benefit Guaranty Corporation (PBGC}

Your pension benefits under this plan are insured by The Pension Benefit
Guaranty Corporation (PBGC), a federal insurance agency. If the plan terminates
(stops) without enough money to pay all benefits, the PBGC will step in to pay
pension benefits. Most people receive all of the pension benefits they would
have received under their plan, but some people may lose certain benefits.

The PBGC guarantee generally covers: (1) normal and early retirement benefits;
(2) disability benefits if you become disabled before the plan terminates; and
(3) certain benefits for your survivors.

The PBGC guarantee generally does not cover: (1) benefits greaten than the
maximum guaranteed amount sat by the law for the year in which the plan
terminates; (2) some or all of benefit increases and new benefits based on plan
provisions that have been in place for fewer than 6 years at the time the plan
terminates; (3) benefits that are not vested because you have not worked long
enough for the company; (4) benefits for which you have not met all of the
requirements at the time the plan terminates; (5) certain early retirement
payments (such as supplemental benefits that stop when you become eligible for
Social Security) that result in an early retirement monthly benefit greater than
your monthly benefit at the plan's normal retirement age: and (6) non-pension
benefits, such as health insurance, life insurance, certain death benefits,
vacation pay, and severance pay

Even it certain of your benefits ate not guaranteed, you still may receive some
of those benefits from the PBGC depending on how much money your plan has and on
how much the PBGC collects from employers.

For more information about the PBGC end the benefits it guarantees, ask your
plan administrator. Or you may contact the PBGC's Technical Assistance Division,
1200 K Street NW, Suite 930, Washington DC 20005-4026 or call (202) 326-4000
(not a toll free number). TTY/TDD users may call the Federal relay services
toll-free at 1-800-877-8339 and ask to be connected to 202-326-4000. Additional
information about the PBGC's pension insurance program is available through the
PBGC's website on the Internet at http:f/www.pbgc.gov.

                                       20

<page>

                                   PART 8 FACTS ABOUT THE PLAN


Plan Sponsor and Identification Number

Adams County National Bank
675 Old Harrisburg Road
Gettysburg, PA 17325-3400

EIN: 23-0581360

PLAN NAME AND PLAN NUMBER

Group Pension Plan for Employees of Adams County National Bank

PN:   001

TYPE OF PLAN

DEFINED BENEFIT

Plan Administrator

Adams County National Bank
675 Old Harrisburg Road
Gettysburg, PA 17325-3400

Telephone:    (717) 334-3161

TYPE OF ADMINISTRATION

Trustee

PLAN YEAR

January 1 through December 31

Before November 1. 1998, plan years ended en each October 31.

Funding Medium(s)

Principal Life Insurance Company
711 High St
Des Moines IA 50392-0001



                                       21

<page>

TRUSTEE(S) OF THE PLAN

John W. Krichten, CFO
Adams County National Bank
675 Old Harrisburg Road
Gettysburg, PA 17325-3400

Delaware Charter Guarantee & Trust Company, a Delaware corporation conducting
business under the trade name of Trustar(SM) Retirement Services 1013 Centre
Road Wilmington, DE 19805-1265

AGENT FOR LEGAL PROCESS OF THE PLAN

President
Adams County National Bank
675 Old Harrisburg Road
Gettysburg, PA 17325-3400

Service of legal process may also be made on your plan administrator or a plan
trustee.

ADDITIONAL INFORMATION

Principal Life and Delaware Charter Guarantee & Trust Company are member
companies of the Principal Financial Group.

                                       22