EXHIBIT 10.2



                          SALARY CONTINUATION AGREEMENT


This Agreement is entered into this first day of January, 1987, between
QUAKERTOWN NATIONAL BANK, 3rd & W. Broad Streets, Box 759, Quakertown,
Pennsylvania 18951 (herein referred to as the "Employer") and Thomas J. Bisko, 9
Clover Lane, RD #5, Quakertown, Pennsylvania 18951 (herein referred to as the
"Employee").

                                   WITNESSETH

         WHEREAS, the Employee is currently employed by the Employer in the
capacity of Officer; and

         WHEREAS, the Employer recognized that the competent and faithful
efforts of the Employee on behalf of the Employer have contributed significantly
to the success and growth of the Employer; and

         WHEREAS, the Employer values the efforts, abilities and accomplishments
of the Employee and recognizes that his services are vital to its continued
growth and profits in the future; and

         WHEREAS, the Employer desires to retain the Employee's valuable
services and business counsel and to induce the Employee to remain in his
executive capacity with the Employer.

         WHEREAS, the Employee, in consideration of the foregoing, agrees to
continue to serve in his executive capacity,

         NOW, THEREFORE, it is mutually agreed as follows:

         1.   Death benefit for Employee's Beneficiary. At the time of the
              Employee's death, his beneficiary (ies) designated in writing to
              the Employer, will receive the amount of monthly income indicated
              in the following schedule for 180 consecutive months commencing
              within 60 days of the date of death:

                                                  Monthly Income to Beneficiary
                        If Death Occurs             For 180 Consecutive Months
               ----------------------------   ----------------------------------


         January 1, 1987 thru December 31, 1995                        $3,841.25
         January 1, 1996 thru December 31, 2005                         4,245.00
         January 1, 2006 thru December 31, 2015                         4,069.42
         January 1, 2016 thru December 31, 2020                         5,278.33
         After December 31, 2020                                        6,625.75


         2. Term of Employment. The benefits stated in paragraph "1" will be
paid while the Employee remains in the employ of the Employer. If the Employee's
services are terminated for any reason other than death, all of the Employee's
rights under this agreement will be terminated and the agreement will become
null and void.

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         3. Suicide. No payments will be made to the Employee's beneficiary(ies)
or to his estate in the event of death by suicide during the first 30 months of
this agreement.

         4. Status of Agreement. This agreement does not constitute a contract
of employment between the parties, nor shall any provision of this agreement
restrict the right of the Employer to replace the executive or the right of the
Employee to terminate his service.

         5. Binding Effect. This agreement shall be binding upon the parties
hereto and upon the successors and assigns of the Employer, and upon the heirs
and legal representatives of the Employee.

         6. Interruption of Service. The service of the Employee shall not be
deemed to have been terminated or interrupted due to his absence from active
service on account of illness, disability, during any authorized vacation or
during temporary leaves of absence granted by the Employer for reasons of
professional advancement, education, health or government service, or during
military leave for any period if the Employee continues to serve in an executive
capacity following such interruption.

         7. Forfeiture of Compensation by Competition. The Employee agrees that
all rights to compensation following age 65 shall be forfeited by him if he
engages in competition with the Employer, without the prior written consent of
the Employer, within a radius of 50 miles of the main office of the Employer for
a period of ten years, coinciding with the number of years that the Employee
shall receive such compensation.

         8. Assignment of Rights. None of the rights to compensation under this
Agreement are assignable by the Employee or any beneficiary or designee of the
Employee and any attempt to anticipate, sell, transfer, assign, pledge, encumber
or change Employee's right to receive compensation, shall be void.

         9. Status of Employee's Rights. The rights granted to the Employee or
any designee or beneficiary under this agreement shall be solely those of an
unsecured creditor of the Employer.

         10. Amendments. This Agreement may be amended only by a written
Agreement signed by the parties.

         11. If the Employer shall acquire an insurance policy or any other
asset in connection with the liabilities assumed by it hereunder, it is
expressly understood and agreed that neither Employee nor any beneficiary of
Employee shall have any right with respect to, or claim against, such policy or
other asset except as expressly provided by the terms of such policy or in the
title to such other asset. Such policy or asset shall not be deemed to be held
under any trust for the benefit of the Employee or his beneficiaries or to be
held in any way as collateral security for the fulfilling of the obligations of
the Employer under this Agreement except as may be expressly provided by the
terms of such policy or other asset. It shall be, and remain, a general,
unpledged, unrestricted asset of the Employer.

         12. This Agreement shall be construed under and governed by the laws of
the State of Pennsylvania.

         13. Interpretation. Wherever appropriate in this Agreement, words used
in the singular shall include the plural and the masculine shall include the
feminine gender.

         14. This Agreement shall be binding upon and inure to the benefit of
any successor of QNB Corp. and any such successor shall be deemed substituted
for QNB Corp. under the terms of this Agreement. As used herein, the term

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"successor" shall include any person, corporation or other business entity which
at any time, whether by merger, purchase or otherwise, acquires all of the
stock, assets or business of QNB Corp.


IN WITNESS HEREOF, the parties have signed this Agreement the day and year above
written.


                                          QUAKERTOWN NATIONAL BANK


                                          BY       /s/ Philip D. Miller
                                             -----------------------------------
                                                       Philip D. Miller

         /s/ Donald T. Knauss                      /s/ Thomas J. Bisko
------------------------------------         -----------------------------------
             Donald T. Knauss                          Thomas J. Bisko


                             BENEFICIARY DESIGNATION

                                          Date  May 26, 1987
                                               ---------------------

         Pursuant to Paragraph "1" of the Salary Continuation Agreement between
QUAKERTOWN NATIONAL BANK AND THOMAS J. BISKO, OFFICER, dated January 1, 1987 the
undersigned hereby requests that any death benefits payable under the provisions
of said agreement be payable to:

                                 Barbara M. Bisko


                                                                          (SEAL)
         /s/ Philip D. Miller                       /s/ Thomas J. Bisko
------------------------------------         -----------------------------------
              Philip D. Miller                          Thomas J. Bisko

                  WITNESS

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