EXHIBIT 10.32



                        OMEGA BANK, NATIONAL ASSOCIATION
                          SALARY CONTINUATION AGREEMENT


     THIS AGREEMENT is made this 1st day of March 2000 by and between OMEGA
BANK, NATIONAL ASSOCIATION located in State College, Pennsylvania (the "Bank")
and DANIEL WARFEL (the "Officer").

                                  INTRODUCTION

     To encourage the Officer to remain an employee of the Bank, the Bank is
willing to provide salary continuation benefits to the Officer. The Bank will
pay the benefits from its general assets. All or a portion of the benefits may
be paid from the Omega Bank, National Association, Rabbi Trust Agreement dated
March 1, 2000. This agreement shall be reviewed and updated by the Bank as
appropriate on a periodic basis.

                                    AGREEMENT

     The Officer and the Bank agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     Whenever used in this Agreement, the following words and phrases shall have
the meanings specified:

          1.12 "Annual Compensation" means the W-2 remuneration the Officer
     receives as salary, but before deductions authorized by the Officer or
     required by law to be withheld from the Officer by the Bank such as income
     taxes or Social Security taxes.



          1.13 "Change of Control" means any of the following:

               (D) Buyout. A transaction or series of transactions wherein the
          Bank is sold, either through the sale of a controlling interest in the
          Bank's voting stock or through the sale of substantially all of the
          Bank's assets, to a party not having a controlling interest in the
          Bank's voting stock on the date of execution of this Agreement.

               (E) Merger. A transaction or series of transactions wherein the
          Bank is combined with another business entity, and after which the
          persons who had owned, either directly or indirectly, a controlling
          interest in the Bank's voting stock on the date of execution of this
          Agreement own less than a controlling interest in the voting stock of
          the combined entity. For the purposes of this Agreement, the term
          "Merger" shall include any event or series of events as described in
          the immediately preceding sentence, whether or not the combined entity
          retains the name of the Bank, retains the name of the business entity
          that acquired a controlling interest in the Bank, or a new name is
          given to the combined entity.





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               (F) Substantial Change in Ownership. A transaction or series of
          transactions in which fifteen percent or more of the voting stock of
          the Bank is acquired by or for a person or business entity, either of
          which did not own, either directly or indirectly, a controlling
          interest in the voting stock of the Bank on the date that this
          Agreement was executed. The above shall not apply to stock purchased
          by the Employee Stock Ownership Plan ("ESOP") at Omega Bank, National
          Association.

          1.14 "Code" means the Internal Revenue Code of 1986, as amended.

          1.15 "Disability" means, if the Officer is covered by a Bank sponsored
     disability policy, total disability as defined in such policy without
     regard to any waiting period. If the Officer is not covered by such a
     policy, Disability means the inability to substantially perform the usual
     and regular duties performed by the Officer as an employee of the Bank.
     Such disability may be caused by either illness or injury and includes
     mental disabilities. For purposes of this agreement, the determination of
     the Officer's disability shall be made solely by the Board of Directors of
     the Bank without participation by the alleged disabled Officer. Such
     determination by the Board of Directors shall be final and conclusive on
     all parties hereto. As a condition to receiving any Disability benefits,
     the Bank may require the Officer to submit to such physical or mental
     evaluations and tests as the Bank's Board of Directors deems appropriate.

          1.16 "Early Retirement Age" means the Officer's 55th birthday.

          1.17 "Early Termination" means Termination of Employment before Early
     Retirement Age for reasons other than death, Disability or following a
     Change of Control.

          1.18 "Effective Date" means January 1, 2000.

          1.19 "Normal Retirement Age" means the Officer's 65th birthday.

          1.20 "Normal Retirement Date" means the later of the Normal Retirement
     Age or Termination of Employment.

          1.21 "Plan Year" means a twelve-month period commencing on January 1
     and ending on December 31 of each year. The initial Plan Year shall
     commence on the effective date of this Agreement.

          1.22 "Termination of Employment" means that the Officer ceases to be
     employed by the Bank for any reason whatsoever, voluntary or involuntary,
     other than by reason of a leave of absence approved by the Bank.



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                                    ARTICLE 2
                                LIFETIME BENEFITS

          2.1 Normal Retirement Benefit. Upon Termination of Employment on or
     after the Normal Retirement Age for reasons other than death, the Bank
     shall pay to the Officer the benefit described in this Section 2.1 in lieu
     of any other benefit under this Agreement.

          2.1.3 Amount of Benefit. The annual benefit under this Section 2.1 is
     sixty-five percent (65%) of the Officer's average Annual Compensation for
     the highest five (5) calendar years, reduced by the following amounts:

               (c) Social Security. 50 percent of the estimated annual primary
          Social Security benefit to be paid at age 65;

               (d) 401(k) Plan. 100 percent of the estimated 15-year annuity
          that could be purchased with the Bank's matching contribution to the
          401(k) Plan. The annuity is to be calculated using an annual interest
          rate equal to the 10-Year Treasury Note rate plus 150 basis points,
          compounded monthly; and

               (e) ESOP Plan. 100 percent of the estimated 15-year annuity that
          could be purchased with the Officer's balance in the Employee Stock
          Option Plan. The annuity is to be calculated using an annual interest
          rate equal to the 10-Year Treasury Note rate plus 150 basis points,
          compounded monthly.



          2.1.4 Payment of Benefit. The Bank shall pay the annual benefit to the
     Officer in 12 equal monthly installments payable on the first day of each
     month commencing with the month following the Officer's Normal Retirement
     Date. The annual benefit shall be paid to the Officer for 15 years. The
     Bank, in its sole and absolute discretion, may make a lump sum payment of
     this benefit at any time, calculating the present value of said benefit
     using a discount rate equal to the 10-Year U.S. Treasury Bill rate and
     monthly compounding.

          2.2 Early Termination Benefit. Upon Termination of Employment prior to
     Early Retirement Age for reasons other than death, Change of Control or
     Disability, the Bank shall not pay a benefit to the Officer under this
     Agreement.

          2.3 Early Retirement Benefit. Upon Termination of Employment on or
     after the Early Retirement Age and prior to the Normal Retirement Age for
     reasons other than death, Change of Control or Disability, the Bank shall
     pay to the Officer the benefit described in this Section 2.3 in lieu of any
     other benefit under this Agreement.

          2.3.1 Amount of Benefit. The benefit under this Section 2.3 is the
     dollar amount equal to the liability then accrued on the books of the Bank,
     which shall be reported to the Officer on an annual basis by the Bank.

          2.3.2 Payment of Benefit. The Bank shall pay the benefit to the
     Officer by calculating a fixed annuity payable in 180 equal monthly
     installments, crediting interest on the unpaid balance at an annual rate
     equal to the 10-Year Treasury Note rate plus 150



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     basis points, compounded monthly. The monthly installments shall be payable
     on the first day of each month commencing with the month following Early
     Retirement Age.

          2.4 Disability Benefit. If the Officer terminates employment due to
     Disability prior to Normal Retirement Age, the Bank shall pay to the
     Officer the benefit described in this Section 2.4 in lieu of any other
     benefit under this Agreement.

          2.4.2 Amount of Benefit. The annual benefit under this Section 2.4 is
     the Normal Retirement Benefit described in Section 2.1.1.

          2.4.2 Payment of Benefit. The Bank shall pay the annual benefit to the
     Officer in 12 equal monthly installments payable on the first day of each
     month commencing with the month following Normal Retirement Age. The annual
     benefit shall be paid to the Officer for 15 years.

          2.5 Change of Control Benefit. Upon a Change of Control and subsequent
     Termination of Employment of the Officer, or the Officer electing within
     three years of said Change of Control to terminate employment, the Bank
     shall pay to the Officer the benefit described in this Section 2.5 in lieu
     of any other benefit under this Agreement.

          2.5.4 Amount of Benefit. The annual benefit under this Section 2.5 is
     the Normal Retirement Benefit described in Section 2.1.1.

          2.5.5 Payment of Benefit. The Bank shall pay the annual benefit to the
     Officer in 12 equal monthly installments payable on the first day of each
     month commencing with the month following Normal Retirement Age. The annual
     benefit shall be paid to the Officer for 15 years. The Bank, in its sole
     and absolute discretion, may begin annual payments or make a lump sum
     payment of this benefit at any time, calculating the present value of said
     benefit using a discount rate equal to the 10-Year U.S. Treasury Bill rate
     and monthly compounding.

          2.5.6 Payment of Excise Tax. If payment of any benefit under this
     Article 5 results in an excise tax for the Officer under the excess
     parachute rules of Section 280G of the Code, the Bank shall increase this
     benefit to account for said excise tax and any tax thereon.

                                    ARTICLE 3
                                 DEATH BENEFITS

          3.1 Death During Active Service. If the Officer dies while in the
     active service of the Bank, the Bank shall pay to the Officer's beneficiary
     the benefit described in the Split Dollar Agreement and Endorsement
     attached as Addendum A between the Bank and the Officer.

          3.4 Death During Benefit Period. If the Officer dies after the benefit
     payments have commenced under this Agreement but before receiving all such
     payments, the Bank shall pay the remaining benefits to the Officer's
     beneficiary at the same time and in the same amounts they would have been
     paid to the Officer had the Officer survived.



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          3.5 Death After Termination of Employment But Before Benefit Payments
     Commence. If the Officer is entitled to benefit payments under this
     Agreement, but dies prior to the commencement of said benefit payments, the
     Bank shall pay the benefit payments to the Officer's beneficiary that the
     Officer was entitled to prior to death except that the benefit payments
     shall commence on the first day of the month following the date of the
     Officer's death.

                                    ARTICLE 4
                                  BENEFICIARIES

          4.1 Beneficiary Designations. The Officer shall designate a
     beneficiary by filing a written designation with the Bank. The Officer may
     revoke or modify the designation at any time by filing a new designation.
     However, designations will only be effective if signed by the Officer and
     accepted by the Bank during the Officer's lifetime. The Officer's
     beneficiary designation shall be deemed automatically revoked if the
     beneficiary predeceases the Officer, or if the Officer names a spouse as
     beneficiary and the marriage is subsequently dissolved. If the Officer dies
     without a valid beneficiary designation, all payments shall be made to the
     Officer's estate.

          4.2 Facility of Payment. If a benefit is payable to a minor, to a
     person declared incapacitated, or to a person incapable of handling the
     disposition of his or her property, the Bank may pay such benefit to the
     guardian, legal representative or person having the care or custody of such
     minor, incapacitated person or incapable person. The Bank may require proof
     of incapacity, minority or guardianship as it may deem appropriate prior to
     distribution of the benefit. Such distribution shall completely discharge
     the Bank from all liability with respect to such benefit.


                                    ARTICLE 5
                               GENERAL LIMITATIONS

          5.2 Termination for Just Cause. Notwithstanding any provision of this
     Agreement to the contrary, the Bank shall not pay any benefit under this
     Agreement if the Bank terminates the Officer's employment for theft, fraud,
     embezzlement or willful misconduct causing significant property damage to
     the Bank or personal injury to another employee.

          5.2 Suicide or Misstatement. The Bank shall not pay any benefit under
     this Agreement if the Officer commits suicide within two years after the
     date of this Agreement, or if the Officer has made any material
     misstatement of fact on any application for life insurance purchased by the
     Bank.


                                    ARTICLE 6
                          CLAIMS AND REVIEW PROCEDURES

          6.1 Claims Procedure. The Bank shall notify any person or entity that
     makes a claim under this Agreement (the "Claimant") in writing, within 90
     days of Claimant's written application for benefits, of his or her
     eligibility or noneligibility for benefits under the Agreement. If the Bank
     determines that the Claimant is not eligible for benefits or full benefits,
     the notice shall set forth (1) the specific reasons for such denial, (2) a
     specific




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     reference to the provisions of the Agreement on which the denial is based,
     (3) a description of any additional information or material necessary for
     the Claimant to perfect his or her claim, and a description of why it is
     needed, and (4) an explanation of this Agreement's claims review procedure
     and other appropriate information as to the steps to be taken if the
     Claimant wishes to have the claim reviewed. If the Bank determines that
     there are special circumstances requiring additional time to make a
     decision, the Bank shall notify the Claimant of the special circumstances
     and the date by which a decision is expected to be made, and may extend the
     time for up to an additional 90 days.


          6.2 Review Procedure. If the Claimant is determined by the Bank not to
     be eligible for benefits, or if the Claimant believes that he or she is
     entitled to greater or different benefits, the Claimant shall have the
     opportunity to have such claim reviewed by the Bank by filing a petition
     for review with the Bank within 60 days after receipt of the notice issued
     by the Bank. Said petition shall state the specific reasons which the
     Claimant believes entitle him or her to benefits or to greater or different
     benefits. Within 60 days after receipt by the Bank of the petition, the
     Bank shall afford the Claimant (and counsel, if any) an opportunity to
     present his or her position to the Bank verbally or in writing, and the
     Claimant (or counsel) shall have the right to review the pertinent
     documents. The Bank shall notify the Claimant of its decision in writing
     within the 60-day period, stating specifically the basis of its decision,
     written in a manner calculated to be understood by the Claimant and the
     specific provisions of the Agreement on which the decision is based. If,
     because of the need for a hearing, the 60-day period is not sufficient, the
     decision may be deferred for up to another 60 days at the election of the
     Bank, but notice of this deferral shall be given to the Claimant.


                                    ARTICLE 7
                           AMENDMENTS AND TERMINATION

     This Agreement may be amended or terminated only by a written agreement
signed by the Bank and the Officer.


                                    ARTICLE 8
                                  MISCELLANEOUS

     8.1 Binding Effect. This Agreement shall bind the Officer and the Bank, and
their beneficiaries, survivors, executors, successors, administrators and
transferees.

     8.2 No Guarantee of Employment. This Agreement is not an employment policy
or contract. It does not give the Officer the right to remain an employee of the
Bank, nor does it interfere with the Bank's right to discharge the Officer. It
also does not require the Officer to remain an employee nor interfere with the
Officer's right to terminate employment at any time.

     8.9 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.

     8.10 Reorganization. The Bank shall not merge or consolidate into or with
another Bank, or reorganize, or sell substantially all of its assets to another
Bank, firm, or person unless such succeeding or continuing Bank, firm, or person
agrees to assume and discharge the obligations of the Bank under this Agreement.
Upon the occurrence of such event, the term "Bank" as used in this Agreement
shall be deemed to refer to the successor or survivor Bank.




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     8.11 Tax Withholding. The Bank shall withhold any taxes that are required
to be withheld from the benefits provided under this Agreement.

     8.12 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of the State of Pennsylvania, except to the extent
preempted by the laws of the United States of America.

     8.13 Unfunded Arrangement. The Officer and beneficiary are general
unsecured creditors of the Bank for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Bank to pay such
benefits. The rights to benefits are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors. Any insurance on the Officer's life is a general asset
of the Bank to which the Officer and beneficiary have no preferred or secured
claim, however, any insurance policy may be held in the Omega Bank, National
Association, Rabbi Trust Agreement dated March 1, 2000 and subject to the terms
and conditions of said trust.

     8.14 Entire Agreement. This Agreement constitutes the entire agreement
between the Bank and the Officer as to the subject matter hereof. No rights are
granted to the Officer by virtue of this Agreement other than those specifically
set forth herein.

     8.10 Administration. The Bank shall have powers which are necessary to
administer this Agreement, including but not limited to:

          (e) Interpreting the provisions of the Agreement;

          (f) Establishing and revising the method of accounting for the
     Agreement;

          (g) Maintaining a record of benefit payments; and

          (h) Establishing rules and prescribing any forms necessary or
     desirable to administer the Agreement.

     8.10 Named Fiduciary. The Bank shall be the named fiduciary and plan
administrator under this Agreement. It may delegate to others certain aspects of
the management and operational responsibilities including the employment of
advisors and the delegation of ministerial duties to qualified individuals.

     IN WITNESS WHEREOF, the Officer and the Bank have signed this Agreement.

OFFICER:                                BANK:
                                        OMEGA BANK, NATIONAL ASSOCIATION

__________________________________       BY  ___________________________________
DANIEL WARFEL                                ROBERT A. SZEYLLER
                                         TITLE  ________________________________
                                                Chairman, Compensation Committee


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                             BENEFICIARY DESIGNATION

                        OMEGA BANK, NATIONAL ASSOCIATION
                          SALARY CONTINUATION AGREEMENT

                                  DANIEL WARFEL

I designate the following as beneficiary of any death benefits under this Salary
Continuation Agreement:

Primary:  Mary Lou Warfel - wife
        ________________________________________________________________________

________________________________________________________________________________

Contingent:  Christopher Todd Warfel and Gregory Scott Warfel - shared equally
           _____________________________________________________________________

________________________________________________________________________________


NOTE: TO NAME A TRUST AS BENEFICIARY, PLEASE PROVIDE THE NAME OF THE TRUSTEE(S)
      AND THE EXACT NAME AND DATE OF THE TRUST AGREEMENT.

I understand that I may change these beneficiary designations by filing a new
written designation with the Bank. I further understand that the designations
will be automatically revoked if the beneficiary predeceases me, or, if I have
named my spouse as beneficiary and our marriage is subsequently dissolved.


Signature   ______________________________
                   Daniel L. Warfel

Date            March 1, 2000
    ______________________________________


Accepted by the Bank this 26th day of April 2000.


By  ____________________________________
          Dennis Hampton

Title  __________________________________
          Sr. Vice President





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