EXHIBIT 10D


Copy of the LA Bank, N.A. Salary Continuation  Agreement,  dated March 11, 1997,
between  the Bank and Louis M.  Martarano,  Vice  President  of the  Bancorp and
Executive Vice President and Chief  Operating  Officer of the Bank,  relating to
the supplemental executive retirement plan of the Bank.





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                                  LA BANK, N.A.
                          SALARY CONTINUATION AGREEMENT

       THIS AGREEMENT is made this 11 day of March,  1997, by and between the LA
BANK, N.A., a national banking association  located in Lake Ariel,  Pennsylvania
(the "Company") and LOUIS MARTARANO (the "Executive").

                                  INTRODUCTION

          To encourage the  Executive to remain an employee of the Company,  the
          Company  is willing to provide  salary  continuation  benefits  to the
          Executive. The Company will pay the benefits from its general assets.

                                    AGREEMENT
          The Executive and the Company agree as follows:

                                    Article 1
                                   Definitions

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

          1.1.1  "Change of  Control"  means the  transfer of 51% or more of the
          Company's  outstanding voting common stock followed within twelve (12)
          months by the Executive's  Termination of Employment for reasons other
          than death, disability or retirement.

          1.1.2 "Code" means the Internal Revenue Code of 1986, as amended.
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          1.1.3 "Disability" means the Executive suffering a sickness,  accident
          or injury which,  in the judgment of a physician  satisfactory  to the
          Company,  prevents the Executive from performing  substantially all of
          the Executive's  normal duties for the Company.  As a condition to any
          benefits,  the Company may  require  the  Executive  to submit to such
          physical or mental  evaluations  and tests as the  Company's  Board of
          Directors deems appropriate.

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

          1.1.5 "Early  Termination Date" means the month, day and year in which
          Early Termination occurs.

          1.1.6 "Normal Retirement Age" means the Executive's 62nd birthday.

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

          1.1.8 "Plan Year" means a twelve-month  period  commencing on March 11
          and  ending on March 10 of each  year.  The  initial  Plan Year  shall
          commence on the effective date of this Agreement.

          1.1.9  "Projected  Accrued  Benefit"  means the Company's  accumulated
          accrued  liability  for the  Executive's  targeted  normal  retirement
          benefit  under  Section  2.1. For each year,  the annual  benefits are
          estimated  using the  interest  method of  accounting,  an 8% interest
          rate, monthly benefit payments and monthly compounding.

          1.1.10 "Termination for Cause" See Section 5.2.

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          1.1.11  "Termination of Employment" means that the Executive ceases to
          be employed by the  Company  for any reason  whatsoever  other than by
          reason of a leave of absence  which is  approved by the  Company.  For
          purposes of this Agreement,  if there is a dispute over the employment
          status of the Executive or the date of the Executive's  Termination of
          Employment,  the  Company  shall have the sole and  absolute  right to
          decide the dispute.

                                    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
          Company  shall pay to the  Executive  the  benefit  described  in this
          Section 2.1.

          2.1.1 Amount of Benefit.  The annual benefit under this Section 2.1 is
          $105,000.  The  Company may  increase  the annual  benefit  under this
          Section 2.1 at the sole and absolute discretion of the Company's Board
          of  Directors.  Any increase in the annual  benefit  shall require the
          recalculation of all the amounts on Schedules A and B attached hereto.
          The annual  benefit  amounts of  Schedules A and B are  calculated  by
          amortizing the Projected Accrued Benefit, using the interest method of
          accounting,  an 8%  discount  rate,  monthly  compounding  and monthly
          payments.

          2.1.2 Payment of Benefit.  The Company shall pay the annual benefit to
          the  Executive in 12 equal monthly  installments  payable on the first
          day of each month  commencing with the month following the Executive's
          Normal Retirement Date and continuing for 179 additional months.

          2.1.3 Benefit  Increases.  Commencing on the first  anniversary of the
          first benefit payment, and continuing on each subsequent  anniversary,
          the Company's Board of Directors, in its sole discretion, may increase
          the benefit.
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          2.2 Early Termination  Benefit.  Upon Early  Termination,  the Company
          shall pay to the Executive the benefit described in this Section 2.2.

          2.2.1 Amount of Benefit.  The annual benefit under this Section 2.2 is
          the benefit amount set forth in Schedule A, Column C for the Plan Year
          ending immediately prior to the Early Termination Date.

          2.2.2 Payment of Benefit.  The Company shall pay the annual benefit to
          the  Executive in 12 equal monthly  installments  payable on the first
          day of each  month  commencing  with the month  following  the  Normal
          Retirement Date and continuing for 179 additional months.

          2.2.3 Benefit Increases. Benefit payments may be increased as provided
          in Section 2.1.3.

          2.3 Disability Benefit. If the Executive  terminates  employment due
          to Disability prior to Normal Retirement Age, the Company shall pay to
          the Executive the benefit described in this Section 2.3.

          2.3.1 Amount of Benefit.  The lump sum benefit  under this Section 2.3
          is the Accrued Benefit set forth in Schedule A, Column B, for the Plan
          Year  ending  immediately  prior to the date in which  Termination  of
          Employment occurs.

          2.3.2  Payment of Benefit.  The  Company  shall pay the benefit to the
          Executive  in a  lump  sum  within  60  days  after  the  date  of the
          Executive's Termination of Employment.

          2.3.3 Benefit Increases. Benefit payments may be increased as provided
          in Section 2.1.3.

          2.4 Change of Control Benefit.  Upon a Change of Control,  the Company
          shall pay to the Executive  the benefit  described in this Section 2.4
          in lieu of any other benefit under this Agreement.
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          2.4.1  Amount of  Benefit.  The annual  benefit is the annual  benefit
          amount set forth in  Schedule  A,  Column C, for the Plan Year  ending
          immediately  prior to the Plan  Year in which the  Change  of  Control
          occurred.

          2.4.2  Payment of Benefit.  The Company  shall pay the annual  benefit
          amount to the  Executive in 12 equal monthly  installments  payable on
          the first day of each month  commencing  with the month  following the
          Normal Retirement Age and continuing for 179 additional months.

          2.4.3 Benefit Increases. Benefit payments may be increased as provided
          in Section 2.1.3

                                    Article 3
                                 Death Benefits

          3.1 Death During Active  Service.  If the Executive  dies while in the
          active  service  of  the  Company,   the  Company  shall  pay  to  the
          Executive's beneficiary the benefit described in this Section 3.1.

          3.1.1 Amount of Benefit.  The annual benefit under this Section 3.1 is
          the Normal Retirement Benefit amount described in Section 2.1.1.

          3.1.2 Payment of Benefit.  The Company shall pay the annual benefit to
          the beneficiary in 12 equal monthly  installments payable on the first
          day of each month  commencing with the month following the Executive's
          death and continuing for 179 additional months.

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

          3.3 Death  Following  Termination  of Employment  But Before  Benefits
          Commence.  If the Executive is entitled to benefit payments under this
          Agreement,  but dies prior to  receiving  said benefit  payments,  the
          Company shall pay the Executive's beneficiary the benefit described in
          this Section 3.3.

          3.3.1 Amount of Benefit.  The annual benefit under this Section 3.3 is
          the benefit amount that would have been paid to the Executive pursuant
          to Schedule B, Column C, for the Plan Year ending immediately prior to
          the Plan Year in which death occurred.

          3.3.2  Payment of Benefit.  The Company  shall pay the annual  benefit
          amount to the beneficiary in 12 equal monthly  installments payable on
          the first day of each month  commencing  with the month  following the
          Executive's date of death and continuing for 179 additional months.

                                    Article 4
                                  Beneficiaries

          4.1  Beneficiary   Designations.   The  Executive  shall  designate  a
          beneficiary  by filing a written  designation  with the  Company.  The
          Executive may revoke or modify the designation at any time by filing a
          new  designation.  However,  designations  will only be  effective  if
          signed  by the  Executive  and  accepted  by the  Company  during  the
          Executive's lifetime. The Executive's beneficiary designation shall be
          deemed  automatically  revoked  if  the  beneficiary  predeceases  the
          Executive,  or if the Executive  names a spouse as beneficiary and the
          marriage is  subsequently  dissolved.  If the Executive dies without a
          valid  beneficiary  designation,  all  payments  shall  be made to the
          Executive'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  Company  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  Company  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 Company from
          all liability with respect to such benefit.
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                                    Article 5
                               General Limitations

          Notwithstanding  any provision of this Agreement to the contrary,  the
          Company shall not pay any benefit under this Agreement:

          5.1 Excess  Parachute  Payment.  To the extent the benefit would be an
          excess parachute payment under Section 280G of the Code.

          5.2 Termination  for Cause. If the Company  terminates the Executive's
          employment for:

          5.2.1 Gross negligence or gross neglect of duties;

          5.2.2 Commission of a felony or of a gross misdemeanor involving moral
          turpitude; or

          5.2.3 Fraud, dishonesty or willful violation of any law or significant
          Company policy committed in connection with the Executive's employment
          and resulting in a material adverse effect on the Company.

          5.3 Competition After Termination of Employment.  No benefits shall be
          payable if the  Executive,  without the prior  written  consent of the
          Company, engages in, becomes interested in, directly or indirectly, as
          a sole proprietor, as a partner in a partnership,  or as a substantial
          shareholder  in a  corporation,  or becomes  associated  with,  in the
          capacity of employee,  director, officer, principal, agent, trustee or
          in any other  capacity  whatsoever,  any  enterprise  conducted in the
          trading area (a twenty-five  mile radius) of Route 191, Lake Ariel, PA
          18436,  120 N. Keyser  Avenue,  Scranton,  PA 18504 or both, and which
          enterprise  is, or may  deemed to be,  competitive  with any  business
          carried  on by  the  Company  as of the  date  of  termination  of the
          Executive's employment or his retirement. This section shall not apply
          following a Change of Control.
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          5.4  Suicide  or  Misstatement.  No  benefits  shall be payable if the
          Executive  commits  suicide  within  two years  after the date of this
          Agreement,  or if the Executive has made any material  misstatement of
          fact on any application for life insurance purchased by the Company.

                                    Article 6
                          Claims and Review Procedures

       6.1 Claims  Procedure.  The Company  shall  notify the  Executive  or the
Executive's  beneficiary  in  writing,  within  ninety  (90)  days of his or her
written  application for benefits,  of his or her eligibility or  noneligibility
for benefits under the Agreement.  If the Company  determines that the Executive
or the  Executive's  beneficiary  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, and a description of why it is needed,
and (4) an  explanation  of the  Agreement's  claims review  procedure and other
appropriate  information  as to the  steps to be taken if the  Executive  or the
Executive's  beneficiary  wishes  to have the  claim  reviewed.  If the  Company
determines  that there are special  circumstances  requiring  additional time to
make a decision,  the Company  shall  notify the  Executive  or the  Executive's
beneficiary  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  ninety-day
period.

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

                                   Article 7
                          Amendments and Termination

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

                                    Article 8
                                  Miscellaneous

          8.1 Binding  Effect.  This Agreement  shall bind the Executive and the
          Company, 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 Executive the right to remain
          an employee of the Company,  nor does it interfere  with the Company's
          right  to  discharge  the  Executive.  It also  does not  require  the
          Executive to remain an employee  nor  interfere  with the  Executive'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 Tax  Withholding.  The Company  shall  withhold any taxes that are
          required  to  be  withheld  from  the  benefits  provided  under  this
          Agreement.

          8.5 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.

          8.6 Unfunded  Arrangement.  The Executive and  beneficiary are general
          unsecured  creditors of the Company for the payment of benefits  under
          this Agreement. The benefits represent the mere promise by the Company
          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 Executive's life is a general asset of the Company to
          which the  Executive  and  beneficiary  have no  preferred  or secured
          claim.

          8.7  Recovery of Estate  Taxes.  If the  Executive's  gross estate for
          federal  estate  tax  purposes   includes  any  amount  determined  by
          reference to and on account of this Agreement,  and if the beneficiary
          is other than the  Executive's  estate,  then the  Executive's  estate
          shall be  entitled  to recover  from the  beneficiary  receiving  such
          benefit under the terms of the Agreement, an amount by which the total
          estate tax due by the Executive's estate, exceeds the total estate tax
          which  would have been  payable if the value of such  benefit  had not
          been included in the Executive's  gross estate.  If there is more than
          one person  receiving  such  benefit,  the right of recovery  shall be
          against each such person. In the event the beneficiary has a liability
          hereunder,  the  beneficiary  may  petition the Company for a lump sum
          payment  in an  amount  not  to  exceed  the  beneficiary's  liability
          hereunder.
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          8.8 Entire Agreement.  This Agreement constitutes the entire agreement
          between the Company and the Executive as to the subject matter hereof.
          No rights are  granted to the  Executive  by virtue of this  Agreement
          other than those specifically set forth herein.

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

          8.9.1 Interpreting the provisions of the Agreement;

          8.9.2  Establishing  and  revising  the method of  accounting  for the
          Agreement;

          8.9.3 Maintaining a record of benefit payments; and

          8.9.4  Establishing  rules  and  prescribing  any forms  necessary  or
          desirable to administer the Agreement.


       IN WITNESS WHEREOF,  the Executive and a duly authorized  Company officer
have signed this Agreement.


EXECUTIVE:                                        COMPANY:
                                                  LA BANK, N.A.

/s/ Louis  Martarano                              By  /s/ Donald E. Chapman
Louis Martarano                                   Title  Secretary