EXHIBIT 10C


Copy of the LA Bank, N.A. Salary Continuation  Agreement,  dated March 11, 1997,
between the Bank and John G. Martines,  Chief  Executive  Officer of the Bancorp
and President 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 JOHN MARTINES (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
replacement of fifty percent (50%) or more of the members of the Company's Board
of Directors.

     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
$184,000.  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.

     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.
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     2.4 Change of Control Benefit. If the Executive is in active service at the
time of 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.

     2.4.1 Amount of Benefit.  The annual  benefit is the annual  benefit amount
set forth in Schedule A, Column D, for the Plan Year ending immediately prior to
the Plan Year in which the Change of Control occurred.
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     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 Date 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.
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     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.
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       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.

                                    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.


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       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.

               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.
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       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.
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     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.

     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/ John G. Martines                    By  /s/ Donald E. Chapman
John Martines                           Title   Secretary

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