EXHIBIT 10.31


                        OMEGA BANK, NATIONAL ASSOCIATION
                              AMENDED AND RESTATED
                          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 DAVID B. LEE (the "Officer"), amending and restating the Executive
Supplemental Income Agreement between the Bank and the Officer dated July 22,
1986.


                                  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:


     1.1 "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.

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

          (A) 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.

          (B) 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



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     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.

          (C) 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.

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

     1.4 "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.

     1.5 "Early Retirement Age" means the Officer's 55th birthday and with the
approval of the Board of Directors. However, upon a Change of Control, the
Officer can retire at any time after attaining age 55 without Board approval.

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

     1.7 "Effective Date" means July 22, 1986.

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

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

     1.10 "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.

     1.11 "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.

     2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 is
seventy-five percent (75%) of the Officer's average Annual Compensation for the
previous five (5) full calendar years, reduced by the following amounts:

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

          (b) Pension Plan. 100 percent of the annual retirement benefit payable
     to the Officer under the Omega Bank, National Association (f/k/a Peoples
     National Bank of Central Pennsylvania) Employee Retirement Plan, payable in
     the form of a life only annuity at age 65.

     2.1.2 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 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 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



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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.

     2.4.1 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.

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

     2.5.2 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. 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 Treasury Note rate, and monthly compounding.

     2.5.3 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.

     3.2 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.

     3.3 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



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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

     5.1 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 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,



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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.

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

     8.4 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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     8.5 Tax Withholding. The Bank shall withhold any taxes that are required to
be withheld from the benefits provided under this Agreement.

     8.6 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.

     8.7 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.

     8.8 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.

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

          (a) Interpreting the provisions of the Agreement;

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

          (c) Maintaining a record of benefit payments; and

          (d) 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  ____________________________
DAVID B. LEE                                  ROBERT A. SZEYLLER

                                          TITLE __________________________
                                                Chairman, Compensation Committee




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                             BENEFICIARY DESIGNATION

                        OMEGA BANK, NATIONAL ASSOCIATION
               AMENDED AND RESTATED SALARY CONTINUATION AGREEMENT

                                  DAVID B. LEE

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

Primary:  Joyce Williams Lee - Wife_____________________________________________

________________________________________________________________________________

Contingent:  Matthew David Lee and Amanda Christine Lee - 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   ______________________________
                   David B. Lee

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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