EXHIBIT 10.7










ADAMS COUNTY NATIONAL BANK




SALARY SAVINGS PLAN






12/04

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                                PLAN ARRANGED BY

                                 STEVEN J ALGER
                     2555 KINGSTON RD STE 100 YORK PA 17402
                                 (717) 755-9266


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                                 PLAN HIGHLIGHTS

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

We started your plan on January 1, 1993.

Your 401(k) savings plan:

       o  Lets you defer a percentage of your pay. You reduce your total taxable
          income by making 401(k) elective deferral contributions under the
          plan. This reduces your current taxes. You will be taxed on this money
          when you receive it later as a benefit.

       o  Matches a percentage of your 401(k) elective deferral contributions.
          That's extra money for you.

       o  Provides that your account resulting from any money you contribute and
          our contributions for you always belongs to you.

       o  Gives you tax deferral on any earnings until you receive them as
          benefits.

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

If you are already making 401(k) elective deferral contributions, you are on
your way to a more secure future. If you aren't making 401(k) elective deferral
contributions, there's still time to start.

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 7 of this booklet lists
your plan administrator's name and address.

                                                                       GA 4-6969
                                                                           (8.0)

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                                TABLE OF CONTENTS


JOINING THE PLAN                                                        PART 1
     o   When You Join
     o   Signing Up
     o   Changes in Your Participation
CONTRIBUTIONS TO THE PLAN                                               PART 2
     o   Your 401(k) Elective Deferral Contributions
     o   Our Matching Contributions
     o   Makeup Contributions
     o   Helpful Terms
     o   Limits
YOUR ACCOUNT: VESTING AND
GENERAL INFORMATION                                                     PART 3
  o      Your Account
  o      Investing Your Account
  o      Vesting in Your Account
  o      You Can Borrow From Your Account


WHEN THE PLAN PAYS BENEFITS                                             PART 4
  o      At Retirement
  o      Required Beginning Date
  o      Withdrawals From Your Account
  o      At Termination
  o      At Death
  o      Tax Considerations

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HOW THE PLAN PAYS BENEFITS                                             PART 5
  o      At Termination or Retirement
  o      Death Benefits Before Benefits Begin
  o      Forms to Choose
  o      A Spouse's Rights


IMPORTANT INFORMATION FOR YOU                                           PART 6
  o      Your Rights
  o      Qualified Domestic Relations Order (QDRO)
  o      The Plan Administrator
  o      Processing Distributions and Other Transactions
  o      Direct Rollovers
  o      Rollovers From Other Plans
  o      Top-heavy Plans
  o      Assigning Your Benefits
  o      Your Social Security Benefits
  o      Claiming Benefits Under the Plan
  o      Changing or Stopping the Plan
  o      Our Plan and the Pension Benefit Guaranty Corporation (PBGC)

FACTS ABOUT THE PLAN                                                    PART 7

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                             PART 1 JOINING THE PLAN


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

     o You are an employee.

     o You have 6 months of entry service.

     o You are age 20 1/2 or older.

ENTRY SERVICE means the sum of all of your periods of service. A period of
service starts when you start working for us. It ends on the earlier of the date
you stop working (you quit or are discharged) or the date you are absent from
work one year. Any period of time of less than one year when either you are not
working for us, or you are absent from work because of vacation or some other
reason, will count as a period of service.

Entry service includes service with:

     o   FARMERS NATIONAL BANK OF NEWVILLE

SIGNING UP

To make 401(k) elective deferral contributions, you complete an elective
deferral agreement. Part 2 tells you more about these contributions.

You need to complete a form naming the person who will receive any death benefit
if you die before retirement. If you name someone other than your spouse and you
have been married at least one year, your spouse must agree to your selection.

You must complete a form telling us how you wish to use the investment options
available for your account (see Part 3).

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CHANGES IN YOUR PARTICIPATION

You become an inactive participant on the date you no longer work for us. You
stop being a participant on the date you are not an employee and your account is
zero. You rejoin the plan as an active participant when you work another hour
for us.

                        PART 2 CONTRIBUTIONS TO THE PLAN


Plan contributions create an account for you. That account holds your money.
Contributions share in investment earnings or losses. You don't pay taxes on any
earnings until later-when you receive that money.

YOUR 401(K) ELECTIVE DEFERRAL CONTRIBUTIONS

When you sign up, you tell us how much of your pay you want to defer.

You sign up by completing an elective deferral agreement. You change or stop
your deferrals by signing another agreement. Your agreement must be signed
before it is effective. Your agreement to start or change your deferrals may
only be effective on the first day of the pay period following your entry date
or any following January 1 or July 1. Your agreement to stop your deferrals may
be effective on the first day of a pay period.

Your 40 1(k) elective deferral contributions:

     o   GIVE you an additional return on your dollars through our matching
         contributions.

     o   BUILD income for your retirement years.

     o   REDUCE your income taxes, letting you save for the future with dollars
         you would otherwise pay in current taxes.

     o   MAY PROVIDE investment earnings that aren't taxed until you get your
         benefits.


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You may make catch-up contributions in a taxable year if you will be at least
age 50 by the end of that year. Catch-up contributions are 401(k) elective
deferral contributions in excess of any limit on such contributions under the
plan.

For 2005, the maximum catch-up contribution is $4,000. The maximum is increased
by $1,000 each year until 2006 when it will be $5,000. For years after 2006 the
maximum is subject to change each year for cost of living changes.

Social Security tax is based on your income before you defer. That means your
Social Security benefits stay the same no matter how much you defer.

Federal law limits the amount you can defer under all plans. You can find
information about the limits at the end of Part 2.

OUR MATCHING CONTRIBUTIONS

Our matching contributions give you an additional return on the amount you
defer. We will make a matching contribution equal to 100% of your 401(k)
elective deferral contributions. 401(k) elective deferrals over 4% of your pay
are not matched.

Matching contributions are calculated based on your pay and elective deferrals
for the pay period. Matching contributions are made for all persons who were
active participants at any time during that pay period.

MAKEUP CONTRIBUTIONS

You can make up missed 401(k) elective deferral contributions when you return to
work for us after a period of qualified military service as required by law. If
you make up such 401(k) elective deferral contributions, we will make any
matching contributions that apply.

HELPFUL TERMS

PAY means your total pay including your elective contributions to any of our
plans. For purposes of your 401(k) elective deferral contributions and matching
contributions, pay excludes any expense repayments or other allowances, fringe
benefits, moving expenses, deferred compensation and welfare benefits.

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Elective contributions are salary reduction amounts contributed by an employer
at an employee's election to a 401(k) plan, simplified employee pension,
cafeteria plan, qualified transportation fringe benefit plan, or tax sheltered
annuity. Elective contributions also include amounts deferred under a 457 plan
or employee contributions "picked up" by a governmental employer and treated as
employer contributions.

LIMITS

401(k) Elective Deferral Limits

The law limits the amount you may defer in any tax year. For 2005, the limit
under all plans of our type is $14,000. This limit is increased by $1,000 each
year until 2006 when it will be $15,000. For years after 2006 the limit is
subject to change each year for cost of living changes. If you are also a
participant in a plan of an unrelated employer, this limit applies to the amount
you defer under both plans. The combined limit for unrelated plans is increased
if you will be at least age 50 by the end of the year. For 2005, the increase
will be $4,000 for a combined limit of $18,000. The increase for people who are
at least age 50 will be increased by $1,000 each year until 2006 when the
combined limit will be $20,000. For years after 2006, the increase is subject to
change each year for cost of living changes. If you are over the limit, you
should request one or both plans to pay any excess to you. Only amounts over the
limit may be paid to you, but you may choose whether it is paid from one or both
plans. If you don't have the excess paid to you, it is taxable to you, but stays
in the plans to be taxed again later when you receive it. Under our plan, you
must tell the plan administrator by March 1 of the following year if you want
any excess paid to you. If excess 401(k) elective deferral contributions are
paid to you, any matching contributions made because of those 401(k) elective
deferral contributions will be forfeited.

If you are a highly paid employee, the law may limit your contributions and our
matching contributions. Because of the limit, we will either restrict the amount
you can contribute in the future, or return your contributions over the limit.
Your returned 401(k) elective deferral contributions will be treated as regular
taxable income. If 401(k) elective deferral contributions are paid to you, any
matching contributions made because of these 401(k) elective deferral
contributions will be forfeited. Other vested contributions over the limit will
be paid to you. The amount paid to you will include any earnings.

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Matching contributions which are forfeited because of these limits reduce our
future contributions.

Pay Limits

The law limits the amount of pay that may be used to determine contributions
each year. The 2005 limit is $210,000. This limit is subject to change each year
for cost of living changes.

415 Limits

The law also limits the amount of contributions that can be made for or by you
to the plan in a year to the lesser of 100% of pay or a dollar limit. This limit
applies to all defined contribution plans of ours and any related employers. The
dollar limit for years beginning after December 31, 2004 is $42,000. This limit
is subject to change each year for cost of living changes.

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

                              PART 3 YOUR ACCOUNT:
                         VESTING AND GENERAL INFORMATION

YOUR ACCOUNT

Your contributions and our contributions for you are credited to your account.

Your account equals the current value of these contributions.

INVESTING YOUR ACCOUNT

Contributions made to your account are invested to provide benefits under the
plan. We decide which investment options are available for your account.

Many investment options have charges and restrictions that apply when you remove
money or transfer funds. The dollar amount that can be removed or transferred
may be restricted along with the dates on which such transactions can be made.
Your plan administrator can tell you more about these charges and restrictions
and when they will apply.

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You decide how to use the investment options for your contributions and our
contributions for you.

If you do not make an investment choice, we will decide how to use the
investment options.

The plan administrator will tell you more about the investment options.



VESTING IN YOUR ACCOUNT

The part of your account to which you always have a right is called your vested
account.

Under this plan, you are always 100% vested in your total account.

VESTING SERVICE for early retirement age (see Part 4) means the sum of your
periods of service. A period of service begins when you start working for us. It
ends on the earlier of the date you stop working (you quit or are discharged) or
the date you are absent from work one year. Any period of time of less than one
year when either you are not working for us, or you are absent from work because
of vacation or some other reason, will count as a period of service.

Vesting service includes service with:

     o   FARMERS NATIONAL BANK OF NEWVILLE

YOU CAN BORROW FROM YOUR ACCOUNT

Loans are available under the plan. As rules issued by the Department of Labor
emphasize, however, the plan's primary purpose is to provide retirement income
for you. These rules help make sure your money is available when you retire.

You must be a party-in-interest who is a participant or beneficiary to receive a
loan. The Employee Retirement Income Security Act of 1974 (ERISA) defines a
party-in-interest. Most people cease to be a party-in-interest when they stop
working for us. Loans are made on a reasonably equal basis under the plan's loan
policy. That means the limits and rules in the following paragraphs apply in the
same way to all such participants.
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The loan will be limited to the amount you may borrow without the loan being
treated as a taxable distribution to you. Generally, the loan may not be more
than 50% of your vested account or $50,000, (reduced by the highest outstanding
loan balance, if any, during the one-year period ending on the day before your
new loan is made) if less. The minimum loan is $ 1,000. You may be granted one
loan during any one-year period. Only one loan may be outstanding at a time.
Your vested account will provide the security for the loan. You may not use your
account as a security for a loan outside the plan.

Call the TeleTouch(R) toll-free number (see Part 7) to request a loan.

You'll be asked for important credit information and earnings history. This is
the type of information a bank or other lending institution would request. It's
used as a guide to grant loans and helps assure that borrowers can repay the
loan as required. You must give the loan administrator permission to check on
your credit history. Only participants who are creditworthy will be granted
loans.

A charge or restriction might apply for some investment options if you are
granted a loan. Talk with your loan administrator before you request a loan.

Because a loan may reduce benefits payable to the spouse at a later date, if you
are married you may need to have your spouse's consent to make or revise a loan.

The interest rate will be based on the rates available for similar loans from
commercial lending institutions. The loan administrator periodically examines
the rates such lenders are using. Once a loan is granted, the interest rate on
the loan will not change.

When you are granted a loan, you will need to sign a "promissory note." A
promissory note is your written promise to repay the loan. The note will contain
information about your loan such as the amount loaned to you, the interest
charged, and any processing fees or late charges. You must assign the security
for the loan to the plan when the loan is granted.

As you repay the loan, the principal and interest are credited to your account.
A loan to a participant does not affect the account of any other participant.

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Payment due dates and the length of the repayment period will be set out in the
promissory note. Payments will be due at least quarterly. The repayment period
won't be longer than five years. Payroll deduction will be used to repay the
loan if available. You may repay the loan before it is due. A processing fee may
be charged as set out in the promissory note for payments which are not made by
payroll deduction.

If any amount remains unpaid for more than 90 days after due the loan shall be
in default. Upon default the entire principal balance and interest shall become
immediately due and payable. The amount of the outstanding loan will be treated
as a distribution and will be taxable to you. To recover the amount due, the
plan may use any part of your vested account available for distribution to you.

Processing fees, late charges or extra costs incurred by the plan if you default
on a loan will be charged to your account.

However, no default will occur if payments are not made while you are actively
serving in the military or for a period up to one year during an approved unpaid
leave of absence, other than military leave. The plan administrator has
established guidelines for making up these past payments after you return to
work following such period of active military service or approved unpaid leave
of absence.

When you cease to be an employee and party-in-interest, the balance of any
outstanding loan is due.

The balance of any outstanding loan is due if the plan terminates.

                       PART 4 WHEN THE PLAN PAYS BENEFITS


Your vested account will be used to provide benefits. If you stop working for us
and your vested account is $5,000 or less, your benefits will be paid to you or
rolled over to an IRA at that time.

AT RETIREMENT

Unless you choose otherwise, benefits will start on your normal retirement date
if you are not working for us and you have a vested account under the plan. You
may choose to have benefits paid on this date even if you are still working for
us.

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You may choose to have your benefits paid on your early retirement date.

If you continue working for us after your normal retirement date, your benefits
start on your late retirement date, unless you elect otherwise.

NORMAL RETIREMENT DATE means the first day of the month on or after the date you
reach age 65.

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 date you reach age 55.

     o The date you have 6 years of vesting service (see Part 3).

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

WITHDRAWALS FROM YOUR ACCOUNT

You may withdraw all or any part of your vested account resulting from rollover
contributions (see Part 6). You may make 2 such withdrawals during any one-year
period.

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If you have a financial hardship, you may be able to withdraw all or any part of
your vested account resulting from:

     o   401(k) elective deferral contributions (but none of the income earned
         on such contributions)

FINANCIAL HARDSHIP means your need is immediate and heavy. Federal rules allow
hardship withdrawals for these reasons:

     o   To pay  medical expenses for you, your spouse, or your dependents
         (as defined in Section 152 of the Internal Revenue Code).

     o   To purchase your primary home, stop your eviction from your primary
         home, or stop foreclosure on such home.

     o   To pay tuition, related educational fees, and room and board expenses,
         for the next 12 months of post secondary education for you, your
         spouse, your children, or your dependents.

You may have a withdrawal for financial hardship only if you have received all
other withdrawals or loans available to you under our plan(s). You may not
withdraw more than the amount of your immediate and heavy financial need. The
amount of the withdrawal may include the amount of taxes that will result from
the withdrawal. After the withdrawal, you may not make 401(k) elective deferrals
or other contributions to our plan(s) for 6 months.

Your request for withdrawal must be in writing on a form provided by the plan
administrator. You must complete and return it before the date of withdrawal.

Federal law may require you to have your spouse's consent.

A charge or restriction might apply for some investment options if you make a
withdrawal. Talk with your plan administrator before you complete the form.

AT TERMINATION

If you stop working for us before you are eligible to retire, you may choose to
have all or any part of your vested account paid to you at any time. You may
leave your account under the plan if your vested account is more than $5,000. It
will continue to participate in the plan investments and provide benefits when
you retire or die.
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AT DEATH

If you die before benefits start, your vested account will be paid to your
spouse or beneficiary under one or more of the forms available under the plan
(see Part 5).

If you die after you start receiving benefits, death benefits will be paid
according to the form you chose. Not all forms have death benefits.

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.


                        PART 5 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.

If your vested account is more than $5,000, you may choose to have your vested
account paid under any of the optional forms available under the plan. Your plan
administrator or tax advisor can help you make your choice. You may also call
Principal Financial Group(R) at this toll-free number for answers to your
benefit questions: 1-800-547-7754.

The amount of the payments will depend on the amount of your vested account and
the optional form chosen. If the optional form pays you a monthly income for
life, the amount of the payments will depend on your age. If the option also
provides a monthly income for the life of someone who survives you, the amount
of the payments will also depend on the age of your survivor.

AT TERMINATION OR RETIREMENT

If your vested account is less than $1,000, it will be paid to you in a single
sum. If
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your vested account is at least $1,000, but is $5,000 or less, your vested
account will be rolled to an IRA with an affiliate of Principal Life Insurance
Company, unless you choose to have it paid to you in a single sum or rolled to
another retirement plan or IRA in a direct rollover (see Part 6).

If your vested account is more than $5,000, you may choose from the forms of
benefit described in Forms to Choose below. You may need your spouse's consent
to choose a form of benefit. See A Spouse's Rights below. You may change or
cancel your choice at any time before benefits start.

If you don't choose a form or your spouse revokes consent (if consent is
needed), your benefits are paid as follows:

     o   If you are married, benefits are paid to you monthly for life. After
         your death 50% of your monthly income is paid to your spouse for as
         long as your spouse lives. If both you and your spouse die before the
         total amount paid equals the amount used to purchase the annuity,
         payments continue to your beneficiary until the total amount paid
         equals the purchase price.

     o   If you are single, benefits are paid to you monthly for life. If you
         die before the total amount paid equals the amount used to purchase the
         annuity, payments continue to your beneficiary until the total amount
         paid equals the purchase price.

DEATH BENEFITS BEFORE BENEFITS BEGIN

You may name a beneficiary at any time. You may need your spouse's consent to
choose someone other than your spouse as your beneficiary. See A Spouse's Rights
below. You may change your beneficiary at any time.

If your vested account is $5,000 or less, your vested account will be paid to
your beneficiary in a single sum. However, if your vested account is at least
$1,000, any payment to your spouse will be rolled to an IRA with an affiliate of
Principal Life Insurance Company instead, unless your spouse chooses to have it
paid in a single sum or rolled to another retirement plan or IRA in a direct
rollover (see Part 6).

If your vested account is more than $5,000 and your beneficiary is your spouse,
your spouse can choose an optional form of death benefit. Otherwise, you may
choose an optional form of death benefit for a beneficiary. If you don't choose,
that beneficiary may choose an optional form. Generally, a beneficiary can elect

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a single sum or any of the annuity options that are available to you at
retirement other than a monthly income that continues for the life of a survivor
upon death. Any choice of the form of payment by your spouse or beneficiary must
be made before benefits begin.

If an optional form of death benefit is not chosen, death benefits are paid as
follows:

     o   If you are married and your spouse is your beneficiary and you have
         been married for the full year before your death, death benefits are
         paid to your spouse monthly for as long as your spouse lives. If your
         spouse dies before the total amount paid equals the amount used to
         purchase the annuity, payments continue to your spouse's beneficiary
         until the total amount paid equals the purchase price.

         Your spouse may choose when benefits start. Benefits must start by the
         later of the end of the next calendar year or the end of the calendar
         year following the calendar year you would have reached age 70 1/2.

     o   If you are married and your spouse is not your beneficiary or you have
         not been married for the full year before your death, death benefits
         are paid to your beneficiary in a single sum.

     o   If you are single, death benefits are paid to your beneficiary in a
         single sum.

Because of Federal rules regarding when death benefits must begin and how death
benefits can be paid, your beneficiary should contact the plan administrator to
determine what options are available and when elections must be made.

FORMS TO CHOOSE

The plan offers the following optional forms of benefit:

Annuity Options

     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 end of a
         certain number of years (you may choose 5, 10 or 15 years), payments
         continue to your beneficiary until that period ends.

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     o   A monthly income to you for life. If you die before the total amount
         paid equals the amount used to purchase the annuity, payments continue
         to your beneficiary until the total amount paid equals the purchase
         price.

     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. If both you and your survivor die before the total
         amount paid equals the amount used to purchase the annuity, payments
         continue to a beneficiary until the total amount paid equals the
         purchase price.

     o   A monthly income paid to you for a fixed period of time (not less than
         60 months). If you die before the end of the fixed period, payments
         continue to your beneficiary until that period ends.

     o   A series of flexible income payments to you until your vested account
         equals zero. You choose the amount (not less than $1,000 annually) and
         how often you wish to receive this amount in a calendar year. You can
         choose to receive payments on an annual, semiannual, quarterly, or
         monthly basis. You may also request extra payments each calendar year.
         A minimum payment applies for years beginning with the year in which
         you reach age 70 1/2. Additional fees and charges may apply to your
         flexible income payments.

         After benefits begin, you may choose to have the balance of your vested

         account paid to you under one of the other options.

Other Options

     o A single sum payment.

A charge or restriction might apply for some investment options if you take all
or any part of your account in a single sum. Talk with your plan administrator
before making this choice.

A SPOUSE'S RIGHTS

Benefit Payments



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Federal law may require you to have your spouse's consent to start benefits
before the date you reach age 65. No consent is needed if your benefits are to
be paid to you monthly for life with 50% of your monthly income paid to your
spouse after your death.

Federal law may require you to have your spouse's consent to any form of benefit
which does not pay a monthly income to you for life with 50% 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 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.

Beneficiary

If you have been married for a full year, your spouse must consent to any
beneficiary you name for death benefits which are payable if you die before your
benefit payments start. Any consent given by your spouse before the first day of
the plan year (see Part 7) in which you reach age 35 will not be valid after the
first day of that year. A new consent must be obtained. If you stop working
before this date, however, any consent given by your spouse after you stop
working will remain valid for benefits from contributions made before you
stopped working.

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 your death. A spouse's consent
is not valid for a former or a future spouse of yours.

                      PART 6 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 (ERISA). As a plan participant
you are entitled to:

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RECEIVE INFORMATION ABOUT YOUR PLAN AND BENEFITS

     o   You can examine all plan documents, without charge, 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
         Employee Benefits Security Administration.

     o   You can get copies of all plan documents and other plan information
         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 account values and what
         part of these values would be yours if you stop working under the plan
         now. If you don't have a right to these values, the statement will tell
         you how many more years you have to work to get a right to all or a
         part of these values. 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 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

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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 state 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 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 get 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 fees. 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 Employee Benefits Security Administration, U.S. Department
of Labor, listed in your telephone directory or the division of Technical
Assistance and Inquiries, Employee Benefits Security Administration, U.S.
Department of Labor, 200 Constitution Avenue N.W., Washington D.C. 2021 0. You
may also get certain publications about your rights and responsibilities under
ERISA by calling the publications hotline of the Employee Benefits Security
Administration.

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 part 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.

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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.

PROCESSING DISTRIBUTIONS AND OTHER TRANSACTIONS

Distributions, investment directions, trades, and similar transactions shall be
completed as soon as administratively possible once the information needed to
complete such transaction has been received from you or whoever is providing the
information. The time it takes to complete a transaction is not guaranteed by
the plan, plan administrator, trustee, insurer, or us.

We, the plan administrator, or the trustee reserve the right not to value an
investment option on any given valuation date for any reason deemed appropriate
by us, the plan administrator, or the trustee.

Factors such as failure of systems or computer programs, failure of transmission
of data, forces that can't be controlled or anticipated, failure of a service
provider to timely receive values or prices, and corrections of errors will be
used to determine how soon it is possible to complete a transaction. While it is
anticipated that most transactions will be completed in a short period of time,
in no event will the time needed to process a transaction be deemed to be less
than 14 days. The processing date of a transaction shall be binding for all
purposes under the plan and considered the applicable valuation date for any
transaction.

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.

ROLLOVERS FROM OTHER PLANS

Under certain circumstances, you may rollover an amount from another plan to
this plan. The amount comes from contributions made because of your past
participation in that other plan. This is a rollover contribution and it becomes
a part of your vested account.
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The rollover contribution may come from:

     o   other qualified plans and may include after-tax employee contributions

     o   tax sheltered annuity plans (excluding after-tax employee
         contributions)

     o   governmental 457 plans

     o   IRAs if the amounts would be included in gross income

Rollover contributions must meet Federal rules so ask your plan administrator if
you are interested in knowing more about them. You decide how to use the
investment options for your rollover contributions.

TOP-HEAVY PLANS

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

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
contributions and vesting.

Your plan administrator can tell you if our plan is top-heavy and if the
minimums apply.

ASSIGNING YOUR BENEFITS

Benefits under the plan cannot be 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 crime against the plan or a
         violation of ERISA.

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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.

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.



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CHANGING OR STOPPING 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. For
example, participants who stop working for us have their eligibility for
benefits determined under the version in effect when they stopped working.

The plan can be terminated (stopped). If the plan is terminated, your account
will be 100% vested and nonforfeitable. Your account will be held under the plan
and continue to be credited with investment earnings until it is used to provide
benefits according to the terms of the plan.

OUR PLAN AND THE PENSION BENEFIT GUARANTY
CORPORATION (PBGC)

Because our plan is a defined contribution plan, we keep individual accounts for
all participants. The Employee Retirement Income Security Act of 1974 (ERISA)
excludes plans like this one from insurance provided through the PBGC.

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                          PART 7 FACTS ABOUT THE PLAN

PLAN SPONSOR AND IDENTIFICATION NUMBER

ADAMS COUNTY NATIONAL BANK
P0 BOX 3129
675 OLD HARRISBURG RD
GETTYSBURG, PA 17325-0129

EIN:   23-0581360

PLAN NAME AND PLAN NUMBER

ADAMS COUNTY NATIONAL BANK SALARY SAVINGS PLAN

PN:    002

TYPE OF PLAN

DEFINED CONTRIBUTION 401(K) PROFIT SHARING PLAN ERISA 404(c) COMPLIANT

PLAN ADMINISTRATOR

ADAMS COUNTY NATIONAL BANK
P0 BOX 3129
675 OLD HARRISBURG RD
GETTYSBURG, PA 17325-0129

TELEPHONE:         (717) 334-3161

TYPE OF ADMINISTRATION

TRUSTEE

LOAN ADMINISTRATOR

JOHN W. KRICHTEN


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PLAN YEAR

January 1 through December 31

FUNDING MEDIUM(S)

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

TRUSTEE(S) OF THE PLAN

THOMAS A RITTER
PRESIDENT
ADAMS COUNTY NATIONAL BANK
P0 BOX 3129
675 OLD HARRISBURG RD
GETTYSBURG, PA 17325-0129

JOHN W KRICHTEN
CHIEF FINANCIAL OFFICER
ADAMS COUNTY NATIONAL BANK
P0 BOX 3129
675 OLD HARRISBURG RD
GETTYSBURG, PA 17325-0129

AGENT FOR LEGAL PROCESS OF THE PLAN

RONALD L. HANKEY, PRES.
ADAMS COUNTY NATIONAL BANK
P0 BOX 3129
675 OLD HARRISBURG RD
GETTYSBURG, PA 17325-0129

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

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ADDITIONAL INFORMATION

For more information about Principal Financial Group(R) or your plan, you may
access the Principal website at www.principal.com or call TeleTouch(R) at
1-800-547-7754. TeleTouch is a special service from Principal Financial Group.


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