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                                  EXHIBIT 10.1

                         EXECUTIVE EMPLOYMENT AGREEMENT

      THIS EXECUTIVE EMPLOYMENT AGREEMENT, (this "Agreement"), is made effective
as of January 1, 2003, between COLUMBIA COUNTY FARMERS NATIONAL BANK, a
nationally chartered banking institution, (the "Bank"), and CCFNB BANCORP, a
Pennsylvania business corporation (the "Corporation") and LANCE DIEHL, an adult
individual (the "Executive"). The Bank and the Corporation are sometimes
hereinafter referred to collectively as the "Employers."

      WHEREAS, the Bank is a subsidiary of the Corporation; and,

      WHEREAS, the Corporation desires to employ the Executive as its Chief
Executive Officer and the Bank desires to employ the Executive as Chief
Executive Officer both under the terms and conditions set forth herein; and,

      WHEREAS, the Executive desires to serve the Corporation and Bank in an
executive capacity under the terms and conditions set forth in this Agreement.

      NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and intending to be legally bound hereby, the parties agree as
follows:

      I. EMPLOYMENT AND EMPLOYMENT TERM. The Corporation and Bank hereby shall
employ the Executive and the Executive hereby accepts employment with the
Corporation and the Bank for a term of two (2) years beginning January 1, 2003,
and ending December 31, 2004, unless sooner terminated as hereinafter provided.
On December 31, 2004, and on the last day of December each year thereafter,
while the Executive is employed by the Corporation, the term of the Executive's
employment shall be automatically extended one (1) additional year, unless
Executive or the Employers

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give written notice to the other on or before October 1 of the then current term
of intention not to renew. The term of Executive's employment can be terminated
pursuant to the provisions of paragraph 11 herein; provided, however, the
parties agree that in no event shall the term of Executive's employment
hereunder extend beyond December 31 in the calendar year in which Executive's
65th birthday occurs.

      2. POSITION, DUTIES, AND PLACE OF EMPLOYMENT. The Executive shall serve as
the Chief Executive Officer of the Corporation and the Bank, reporting only to
the Board of Directors of the Corporation and the Bank, and shall have
supervision and control over, and responsibility for, the general management and
operation of the Corporation and the Bank, and shall have such other powers and
duties as may from time to time be prescribed by the Board of Directors of the
Corporation and the Bank, provided that such duties are consistent with the
Executive's position as the Chief Executive Officer in charge of the general
management of the Corporation and the Bank. The Executive's primary office shall
be located at such place as the Board of Directors shall determine.

      3. ENGAGEMENT IN OTHER EMPLOYMENT. The Executive shall devote all his
working time, ability and attention to the business of the Corporation and the
Bank during the term of this Agreement. The Executive shall, during the term of
this Agreement, notify the Board of Directors of the Corporation and the Bank in
writing and receive written approval from the Corporation and Bank before the
Executive engages in any other business or commercial activities, duties or
pursuits, including, but not limited to, directorships of other companies. Under
no circumstance, during the term of this Agreement, may the Executive engage in
any business or commercial activities, duties or pursuits which compete with the
business or commercial activities of the Corporation and the Bank, nor may the
Executive serve as a director

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or officer or in any other capacity in a company which competes with the
Corporation and the Bank. Executive shall not be precluded, however, from
engaging in voluntary or philanthropic endeavors, from engaging in activities
designed to maintain and improve his professional skills, or from engaging in
activities incident or necessary to personal investments, so long as they are,
in the Boards' reasonable opinion, not in conflict with or detrimental to the
Executive's rendition of services on behalf of the Bank and Corporation.
Executive shall not serve as fiduciary in connection with the administration of
any trust, estate, agency or other fiduciary relationship without the prior
approval from the Bank's Board, other than as a fiduciary on behalf of, or in
connection with the settlement of an estate of, a member of the Executive's
immediate family (i.e., spouse, parent, child, or sibling).

      4. COMPENSATION.

         (a) Annual Base Salary: As compensation for services rendered to the
   Corporation and the Bank under this Agreement, the Executive shall be
   entitled to receive from the Bank an annual base salary of not less than One
   Hundred Thousand ($100,000.00) Dollars per year, (the "Annual Base Salary")
   payable in substantially equal bi-weekly installments (or such other
   intervals as established by the Bank's payroll policy) prorated for any
   partial employment period. The Annual Base Salary shall be reviewed annually,
   no later than December 15 of the then calendar year and shall be subject to
   such annual change (but not reduced below $100,000.00 without the Executive's
   written consent, except in cases of national financial depression or
   emergency when compensation reduction has been implemented by the Board of
   Directors for all of the Corporation's and Bank's executive staff) as may be
   set by the Board of Directors of the Corporation and Bank, taking into
   account the position and duties of the Executive and the performance of the
   Corporation and Bank under the Executive's leadership.

         (b) Bonus. The Board of Directors of the Corporation and the Bank in
   its sole discretion may provide for payment of a periodic bonus to the
   Executive in such an amount or nature as it may deem appropriate based on
   Executive's performance, the financial performance of the Corporation and
   Bank and other relevant factors.

      5. FRINGE BENEFITS, VACATION, EXPENSES AND PREQUISITES.

      (a) The Executive shall be entitled to participate in or receive benefits
   under all Bank employee benefit plans including, but not limited to, any
   pension plan, profit-sharing plan, savings plan, life insurance plan or
   disability insurance plan, as made available by the Bank to its employees,
   subject to and on a basis consistent with terms, conditions and overall

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administration of such plans and arrangements, and provided, further that such
participation does not violate any state or federal law, rule or regulation.

      (b) Business Expenses. During the term of his employment hereunder, the
Executive shall be entitled to receive prompt reimbursement for all reasonable
expenses incurred by him (in accordance with the policies and procedures
established by the Board of Directors of the Corporation and the Bank for its
senior executive officers) in performing services hereunder, provided that the
Executive properly accounts therefor in accordance with Corporation and Bank
policy.

      (c) Vacation, Holidays, Sick Days and Personal Days. The Executive shall
be entitled to the number of paid vacation days in each calendar year determined
by the Bank from time to time for its senior executive officers, but not less
than fifteen (15) business days per calendar year (prorated in any calendar year
during which the Executive is employed hereunder for less than the entire such
year in accordance with the number of days in such calendar year during which he
is so employed). The Executive shall also be entitled to all paid holidays, sick
days and personal days provided by the Bank to its regular full-time employees
and senior executive officers.

      (d) Auto. Beginning June 1, 2003, the Executive shall be entitled to the
use of the Bank-provided automobile, and the Bank shall pay all expenses
relating thereto, including, fuel, oil, maintenance and insurance. The use of
said automobile shall be limited to the Executive, his spouse, authorized Bank
personnel, or designated driver in the event of an emergency.

      6. POSITIONS. The Executive agrees to serve with no additional
compensation in one or more offices of the Corporation and the Bank, and/or in
one or more offices of any of the Corporation's and the Bank's subsidiaries.
Notwithstanding the foregoing, the Executive shall be entitled to compensation
as a director for attendance at meetings of the full board, should the

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Executive become a director of the Corporation and the Bank. Executive's
compensation as a director shall not apply to attendance at meetings of board
committees.

      7. NON-DISCLOSURE/TRADE SECRET. During the term of his employment
hereunder, or at any later time, the Executive shall not, without the written
consent of the Board of Directors of the Corporation or Bank or a person
authorized thereby, knowingly disclose to any person, other than an employee of
the Corporation or Bank, or to a person to whom disclosure is reasonably
necessary or appropriate in connection with the performance by the Executive of
his duties as an executive of the Corporation or Bank, any confidential
information obtained by the Executive while in the employ of the Corporation or
Bank with respect to any of the Corporation's or Bank's services, products,
improvements, formulas, designs or styles, processes, customers, methods of
business or any business practices, the disclosure of which could be or will be
materially damaging to the Corporation or Bank, provided, however, that
confidential information shall not include any information known generally to
the public (other than as a result of unauthorized disclosure by the Executive
or any person with the assistance, consent or direction of the Executive) or any
information of a type not otherwise considered confidential by persons encased
in the same business or a business similar to that conducted by the Corporation
or Bank or any information that must be disclosed as required by law. This
provision shall survive termination of the Executive's employment under this
Agreement and/or termination of this Agreement.

      8. RESTRICTIVE COVENANT. The Executive covenants and agrees as follows:
the Executive shall not directly or indirectly, within the marketing area of the
Corporation and the Bank (defined as the area within a thirty (30) mile radius
of Bloomsburg, Pennsylvania) enter into or engage generally in direct or
indirect competition with the Corporation and the Bank or

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any subsidiary of the Corporation, either as an individual on his own or as a
partner or joint venturer, or as a director, officer, shareholder, employee,
agent, independent contractor, lessor or creditor of or for any person, for a
period of two (2) years after the date of termination of his employment, whether
voluntary or involuntary. The foregoing restriction shall not be construed to
prohibit the ownership by Executive of not more than five (5%) percent of any
class of securities of any corporation which is in competition with the
Corporation or the Bank, provided that such ownership represents a passive
investment and that neither Executive nor any group of persons including
Executive in any way, either directly or indirectly, manages or exercises
control of any such corporation, guarantees any of its financial obligations,
otherwise takes any part in its business, other than exercising his rights as a
shareholder, or seek to do any of the foregoing. The existence of any claim or
cause of action of the Executive against the Corporation or Bank, whether
predicated on this Agreement or otherwise, shall not constitute a defense to the
enforcement by the Corporation or Bank of this covenant. The Executive agrees
that the restrictions set forth in this Agreement do not unreasonably interfere
with his ability to obtain employment in his chosen field. The Executive also
agrees that any breach of the restrictions set forth in paragraphs 7, 8 and 9
will result in irreparable injury to the Corporation and/or Bank for which they
shall have no adequate remedy at law and the Corporation or Bank shall been
titled to injunctive relief in order to enforce the provisions hereof. In the
event that this paragraph shall be determined by any court of competent
jurisdiction to be unenforceable in part by reason of it being too great a
period of time or covering too great a geographical area, it shall be in full
force and effect as to that period of time or geographical area determined to be
reasonable by the court.

      9. NON-SOLICITATION. Executive covenants and agrees that while employed by
the Corporation and the Bank and for a period of two (2) years after the
termination of Executive's

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employment, either voluntarily or involuntarily, Executive shall not, either
directly or indirectly in any capacity whatsoever, (a) obtain, solicit, divert,
appeal to, attempt to obtain, attempt to solicit, attempt to divert, or attempt
to appeal to any customers, clients or referral sources of the Corporation
and/or Bank to divert their business from the Corporation and/or Bank; (b)
solicit any person who was employed by the Corporation and/or Bank to leave the
employ of the Corporation and/or Bank. For purposes of this covenant,
"customers, clients, and referral sources" shall include all persons who are or
were customers, clients or referral sources of the Corporation and/or Bank at
any time during the employment of Executive by the Corporation and the Bank. The
non-solicitation covenant set forth in this paragraph 9 shall not be construed
to prohibit a general advertising or marketing program directed toward the
marketing area of the Employers by any subsequent employer of Executive. The
existence of any claim by Executive, whether predicated upon this Agreement or
otherwise, shall not constitute defense to the Corporation's and/or Bank's
enforcement of or attempts to enforce this provision.

      10. NOTIFICATION OF A NON-DISCLOSURE/TRADE SECRET, RESTRICTIVE COVENANT
AND NON-SOLICITATION PROVISIONS. During his employment and for a period of two
(2) years following termination of his employment with the Corporation and the
Bank, Executive agrees to inform any prospective employer of existence of the
Non-Disclosure/Trade Secret, Restrictive Covenant and Non-Solicitation
provisions of this Agreement.

      11. TERMINATION AND PAYMENTS UPON TERMINATION.

      (a) Death of Executive. The Executive's employment hereunder shall
terminate upon his death. Upon his death, the Corporation/Bank shall pay
Executive's then current annual base salary prorated through the date of death,
together with the dollar value of any accrued vacation

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and the amount of any unreimbursed business expenses as of the date of
termination;

      (b) Executive Disability. Executive's employment shall be subject to
termination by the Employers upon thirty (30) days advance written notice in the
event of Executive's disability as defined herein. For purposes of this
Agreement, "disability" shall mean a physical or mental condition of the
Executive (a) that shall have prevented Executive from performance of his duties
as Chief Executive Officer on a full-time basis (i.e., for purposes hereof, an
average of no less than thirty-five (35) hours per week) during a period of
ninety (90) consecutive days, and (b) that, in the opinion, stated to a
reasonable degree of medical certainty, of a physician licensed to practice in
the Commonwealth of Pennsylvania, is likely to continue to prevent Executive
from the performance of his duties on a full-time basis for an additional six
months or more. Executive waives physician-patient privilege and consents to and
authorizes the release of his medical records to the Employers in the event
Executive has not been able to work full-time for a period of ninety (90)
consecutive days. In addition, in such event, Executive (a) authorizes any
physician treating Executive to discuss Executive's condition with authorized
representatives of the Employers and to express opinions as to the prognosis for
Executive's recovery, and (b) consents to such medical examinations by licensed
physicians as the Employers may reasonably require in order to evaluate
Executive's condition and prospects for resumption of his duties on a full-time
basis. If Executive's employment shall be terminated by reason of his
disability, the Employers shall pay Executive his then current annual base
salary prorated through the date of termination, together with the dollar value
of any accrued vacation and the amount of any unreimbursed business expenses as
of the date of termination.

      (c) For Cause Termination. The Corporation and/or Bank may terminate the
Executive's employment hereunder for Cause. For purposes of this Agreement, the
Corporation or Bank shall

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have "Cause" to terminate the Executive's employment hereunder upon (1) the
willful and repeated failure by the Executive to substantially perform his
duties hereunder following written notice to Executive specifying the nature of
his deficient performance and the failure by Executive to correct such
deficiency within thirty (30) days of said notice, or (2) the willful engaging
by the Executive in serious misconduct injurious to the Corporation or Bank, or
(3) the willful violation by the Executive of the provisions of paragraphs 3, 7,
8 or 9 hereof after written notice from the Bank and a failure to cure such
violation within thirty (30) days of said notice, or (4) the dishonesty or gross
negligence of the Executive in the performance of his duties under this
Agreement, or (5) the serious and willful breach of Executive's fiduciary duty
to the Employers involving personal profit, or (6) the willful violation of any
law, rule or regulation covering banks or bank officers or any final and
unappealable cease and desist order issued by a bank regulatory authority, any
of which, directly and materially harms the business of the Corporation or Bank,
or (7) moral turpitude or other serious misconduct on the part of Executive
which brings material public discredit to the Corporation or Bank. Any
termination for cause must be approved by: (1) the affirmative vote of a
majority of the directors then in office of each of the Employers, prior to a
change in control, or (ii) the affirmative vote of not less than eighty (80%)
percent of the directors then in office of each of the Employers, following a
change in control.

      If the Executive's employment shall be terminated for cause, the Employers
   shall pay the Executive his full annual base salary (minus applicable taxes
   and withholdings) prorated through the date of termination at the rate in
   effect at the time of termination (together with the dollar value of any
   accrued vacation and the amount of any unreimbursed business expenses as of
   the date of termination) and the Corporation and Bank shall have no further
   obligation to the Executive under this Agreement.

      (d) Resignation by Executive. The Executive may terminate his employment
hereunder upon one hundred twenty (120) days written notice. Upon Executive's
resignation, the

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Corporation/Bank shall pay Executive his annual base salary, (minus applicable
taxes and withholdings) prorated through the date of termination at the rate
then in effect at the time of termination (together with the dollar value of any
accrued vacation and the amount of any unreimbursed business expenses as of the
date of termination) and the Corporation and the Bank shall have no further
obligation to the Executive under this Agreement.

      (e) Termination Without Cause. At any time while the Executive is employed
under this Agreement, and prior to a Change in Control as defined in this
Agreement, the Corporation and the Bank may terminate the Executive's employment
without cause and without advance notice. Upon such termination, the Corporation
and/or Bank shall pay Executive his then current annual base salary (minus
applicable taxes and withholdings) for a one (1) year period at the rate then in
effect at the time of termination, (together with the dollar value of any
accrued vacation and the amount of any unreimbursed business expenses as of the
date of termination) and the Corporation and the Bank shall have no further
obligation to the Executive under this Agreement. The foregoing salary payments
shall be made over a twelve (12) month period commencing on the effective date
of termination, prorated in equal installments on the Bank's regular paydays.

      (f) Termination by Executive for Good Reason. The Executive may terminate
his employment hereunder for Good Reason. The term "Good Reason" shall mean (1)
any assignment to the Executive, without his consent, of any duties other than
those contemplated by, or any limitation of the powers of the Executive not
contemplated by, paragraphs 2 and 6 hereof, or (ii) any other breach by
Employers of their obligations under this Agreement, or (iii) the occurrence of
a Change in Control (as defined herein); in the case of clauses (i) and (ii)
above, after notice from the Executive to the Corporation and Bank that such
action or limitation of the Bank or Corporation constitutes Good Reason and the
failure to cure such situation within forty-five (45) days of said notice. In
the case of clause (iii) above, termination shall be effective upon written
notice given by Executive to the Employers.

      If Executive shall terminate his employment for Good Reason, as defined
      herein, the Bank shall pay the Executive an amount equal to one (1) times
      his then current annual base salary,

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minus applicable taxes and withholdings, unless the termination occurs
following a Change in Control, in which event the Bank shall pay the Executive
the amount equal to two (2) times his annual base salary, minus applicable taxes
and withholdings, subject to any limitation under paragraph 12 of this
Agreement. If, pursuant to the terms of this paragraph, the Executive is
entitled to an amount equal to one (1) times his annual base salary, minus
applicable taxes and withholdings, this amount shall be paid over a twelve (12)
month period, prorated in equal installments on the Bank's regular pay days. If,
pursuant to the terms of this paragraph or paragraph 11 (g), the Executive is
entitled to an amount equal to two (2) times his annual base salary, minus
applicable taxes and withholdings and subject to the limitation set forth in
Section 12, this amount shall be paid in a lump sum within thirty (30) days
following the date of termination.

      (g) Non-Renewal by the Employers. The Employers may terminate the
Executive's employment pursuant to an election not to renew this Agreement as
provided under paragraph 1 above. Upon such termination, the Corporation and/or
Bank shall pay Executive his annual base salary (minus applicable taxes and
withholdings) for a one (1) year period at the rate then in effect at the time
of termination (together with the dollar value of any accrued vacation and the
amount of any unreimbursed business expenses as of the date of termination) and
the Corporation and the Bank shall have no further obligation to Executive under
this Agreement; provided, however, that in the case of an election not to renew
made by the Employers following a Change in Control, Executive shall be treated
as though he had terminated his employment for Good Reason following a Change in
Control and shall be entitled to receive a payment equal to two (2) times his
then current base salary. In the case of an election not to renew made by the
Employers prior to a Change in Control, the foregoing salary payments shall be
made over a twelve (12) month period commencing on the effective date of
termination prorated in equal installments on the Bank's regular pay days. In
the case of an election not to renew made by the Employers following a Change in
Control, the amount owing to Executive shall be paid in a lump sum within thirty
(30) days following the date of termination.

      (h) Non-Renewal by Executive. The Executive may terminate his employment
pursuant to an election not to renew this Agreement as provided under paragraph
1 above. Upon such termination, the Employers shall pay Executive his annual
base salary (minus applicable taxes and withholdings) prorated through the date
of termination at the rate then in effect at the time of termination (together
with the dollar value of any accrued vacation and the

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   amount of any unreimbursed business expenses as of the date of termination)
   and the Corporation and the Bank shall have no further obligation to the
   Executive under this Agreement.

      Upon termination for any reason, the Employers shall pay to Executive the
   dollar value of any accrued vacation and the amount of any unreimbursed
   business expenses as of the date of termination.

      12. SECTION 280G LIMITATION. Any severance or salary continuation payments
to be made under the terms of paragraph 11 herein, (together with any other
payments which Executive has the right to receive from the Employers) which
would otherwise constitute "parachute payments" subject to the provisions of
Section 280 G of the Internal Revenue Code of 1986, as amended, shall not exceed
in aggregate present value (determined in accordance with Section 280G) 2.99
times the "base amount" (determined in accordance with Section 280G). The
calculations of severance/salary continuation payment under this Section shall
be made by an independent certified public accountant or other tax professional
designated jointly by Executive and the Employers.

      13. AUTOMATIC TERMINATION. The parties agree that Executive's employment
under this Agreement shall not extend beyond the 31st day of December in the
calendar year in which Executive's 65th birthday occurs. Upon Executive's
termination of employment under this provision, the Corporation and the Bank
shall have no further obligation to Executive under this Agreement for any
severance/salary continuation payment.

      14. DAMAGES FOR BREACH OF CONTRACT. In the event of a breach of this
Agreement by either the Corporation, Bank or the Executive resulting in damages
to another party to this Agreement, that party may recover from the party
breaching the Agreement only those damages as set forth herein. In no event
shall any party be entitled to the recovery of attorney's fees or costs, except
as provided in the last sentence of this paragraph 14.

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      Notwithstanding the above, the attorneys fees and costs incurred by
Executive in connection with the enforcement of his rights under this Agreement
after a Change in Control shall be paid by the Corporation or the Bank, unless
Executive is judicially determined to have acted in bad faith.

      15. DEFINITION OF CHANGE AND CONTROL. For purposes of this Agreement, the
term "Change of Control" shall mean: a change in control of a nature that would
be required to be reported in response to Item 6(e) of schedule 14A of
Regulation 14A and any successor rule or regulation promulgated under the
Securities Exchange Act of 1934 (the "Exchange Act"); provided that, without
limitation, such a change in control shall be deemed to have occurred if (a) any
"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act),
other than the Corporation or any "person" who on the date hereof is a director
or officer of the Corporation, is or becomes the "beneficial owner" (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Corporation representing twenty-five (25) percent or more of the combined
voting power of the Corporation's then outstanding securities, or (b) during any
period of two (2) consecutive years during the term of this Agreement,
individuals who at the beginning of such period constitute the Board of
Directors of the Bank or Corporation cease for any reason to constitute at least
a majority thereof, unless the election of each director who was not a director
at the beginning of such period has been approved in advance by directors
representing at least two-thirds (2/3) of the directors then in office who were
directors at the beginning of the period, or (c) the sale, exchange or transfer
of all or substantially all of the Bank's or Corporation's assets.

      16. DEFINITION OF DATE OF CHANGE OF CONTROL. For purposes of this
Agreement, the date of Change of Control shall mean:

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         (a) the first date on which a single person and/or entity, or group of
   affiliated persons and/or entities, acquire the beneficial ownership of
   twenty-five (25%) percent or more of the Corporation's voting securities, or

         (b) the date of the transfer of all or substantially all of the Bank's
   or Corporation's assets, or

         (c) the date on which a merger, consolidation or combination is
   consummated, as applicable, or

         (d) the date on which individuals who formerly constituted a majority
   of the Board of Directors of the Bank or Corporation under Section 15, above,
   ceased to be a majority.

         Notwithstanding anything contained herein to the contrary, if
   Executive's employment is terminated and he reasonably concludes that such
   termination: (i) was effected at the request of a third party who has
   expressed an intention to effect a Change in Control, or (ii) otherwise
   occurred in connection with or in anticipation of an actual or attempted
   Change in Control, then in such event a Change in Control shall be deemed to
   have occurred on the date immediately prior to the date of termination of
   Executive's employment.

      17. NOTICE. For the purposes of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when hand-delivered or mailed by United States
certified mail, return receipt requested, postage prepaid, addressed as follows:

       If to the Executive:         LANCE DIEHL
                                    379 Sunnyview Lane, Millville, PA 17846

           If to the Bank:          Columbia County Farmers National Bank
                                    Chairman, Board of Directors
                                    232 East Street
                                    Bloomsburg, PA 17815-0240

      If to the Corporation:        CCFNB BANCORP
                                    Chairman, Board of Directors
                                    232 East Street
                                    Bloomsburg, PA 17815-0240

or to such other address as any party may have furnished to the other in writing
in accordance herewith, except that notices of change of address shall be
effective only upon receipt.

      17. SUCCESSORS. This Agreement shall inure to the benefit of and be
binding

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upon the Executive, the Corporation and the Bank and any of their successors or
assigns, provided however, that the Executive may not commute, anticipate,
encumber, dispose or assign any payment. The Corporation and the Bank are
jointly and severally liable for the obligations of the Employers hereunder.

      19. SEVERABILITY. If any provision of this Agreement is declared
unenforceable for any reason, the remaining provisions of this Agreement shall
be unaffected and shall remain in full force and effect.

      20. AMENDMENT. This Agreement may be amended or canceled only by mutual
agreement of the parties in writing.

      21. PAYMENT OF MONEY DUE DECEASED EXECUTIVE. In the event of Executive's
death, any moneys that may be due him from the Employers under this Agreement as
of the date of death shall be paid to the person designated by him in writing
for this purpose, or in the absence of any such designation to: (i) his spouse
if she survives him, or (ii) his estate if his spouse does not survive him.

      22. LAW GOVERNING. This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.

      23. ENTIRE AGREEMENT. This Agreement supersedes any and all agreements,
either oral or in writing, between the parties with respect to the employment of
the Executive by the Corporation and Bank, and this Agreement contains all the
covenants and agreements between the parties with respect to such employment.

      IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this Agreement to be duly executed in their respective names
and. In the case of the Corporation and the Bank, by its authorized
representatives, the day and year above mentioned.

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ATTEST:                                    CCFNB BANCORP, INC.

/s/ Don E. Bangs                           /s/ Paul E. Reichart
------------------------                   -------------------------------------
Secretary                                  Chairman of the Board

ATTEST:                                    COLUMBIA COUNTY FARMERS
                                           NATIONAL BANK

/s/ Don E. Bangs                           /s/ Paul E. Reichart
------------------------                   -------------------------------------
Secretary                                  Chairman of the Board

WITNESS:

/s/ Angela S. Keller                       /s/ Lance O. Diehl
--------------------                       -------------------------------------
                                           LANCE DIEHL

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