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EXHIBIT 10.6

                             FIRST AMENDMENT TO THE
                         CITIZENS & NORTHERN CORPORATION
                            1995 STOCK INCENTIVE PLAN

1. Purpose.

         The purpose of this First Amendment to the Citizens & Northern
         Corporation 1995 Stock Incentive Plan (the "Amendment") is to adopt
         certain changes to the Plan resulting from changes recommended by the
         Salary Committee formerly known as the Salary and Pension Committee.
         All terms, conditions and provisions of the Plan unless specifically
         modified herein are valid and enforceable.

               3. Stock.

                    The shares of stock that may be issued under the Plan shall
               not exceed in the aggregate 180,000 shares of the Corporation's
               common stock, par value $1.00 per share (the "Stock"), as may be
               adjusted pursuant to paragraph 18 hereof. Such shares of Stock
               may be either authorized and unissued shares of Stock, or
               authorized shares of Stock issued by the Corporation and
               subsequently reacquired by it as treasury stock. Under no
               circumstances shall any fractional shares of Stock be issued or
               sold under the Plan or any Award. Except as may be otherwise
               provided in the Plan, any Stock subject to an Award that for any
               reason lapses or terminates prior to its exercise as to such
               Stock shall become and again be available under the Plan. The
               Corporation shall reserve and keep available, and shall duly
               apply for any requisite governmental authority to issue or sell
               the number of shares of Stock needed to satisfy the requirements
               of the Plan while in effect. The Corporation's failure to obtain
               any such governmental authority deemed necessary by the
               Corporation's legal counsel for the lawful issuance and sale of
               Stock under the Plan shall relieve the Corporation of any duty,
               or liability for the failure to issue or sell such Stock as to
               which such authority has not been obtained.

               4. Administration.

                    The Plan shall be administered by the Compensation Committee
               (the "Committee") consisting of not fewer than two (2)
               non-employee directors from the Board serving for such terms as
               determined, selected and appointed by the Board. To serve on the
               Committee, a person must be a director of the Corporation and a
               "disinterested person" within the meaning of Rule 16b-3
               promulgated under the Securities Exchange Act of 1934 (15 USC
               Section 78a et seq.). A majority of the Committee's membership
               shall constitute a quorum for the transaction of all business of
               the Committee, and all decisions and actions taken by the
               Committee shall be determined by a majority of the members of the
               Committee attending a meeting at which a quorum of the Committee
               is present.

                    The Committee shall be responsible for the management and
               operation of the Plan and, subject to its provisions, shall have
               full, absolute and final power and authority, exercisable in its
               sole discretion: to interpret and construe the provisions of the
               Plan, adopt, revise and rescind rules and regulations relating to
               the Plan and its administration, and decide all questions of fact
               arising in the application thereof; to determine what, to whom,
               when and under what facts and circumstances Awards shall be made,
               and the form, number, terms, conditions and duration thereof,
               including but not limited to when exercisable, the number of
               shares of Stock subject thereto, and Stock option purchase
               prices; to adopt, revise and rescind procedural rules for the
               transaction of the Committee's business, subject to any
               directives of the Board not inconsistent with the provisions or
               intent of the Plan or applicable provisions of law; and to make
               all other determinations and decisions, take all actions and do
               all things necessary or appropriate in and for the administration
               of the Plan. The Committee's determinations, decisions and
               actions under the Plan, including but not limited to those
               described above, need not be uniform or consistent, but may be
               different and selectively made and applied, even in similar
               circumstances and among similarly situated persons. Unless
               contrary to the provisions of the Plan, all decisions,
               determinations and actions made or taken by the Committee shall
               be final and binding upon the Corporation and all interested
               persons, and their heirs, personal and legal representatives,
               successors, assigns and beneficiaries. No member of the Committee
               or of the Board shall be liable for any decision, determination
               or action made or taken in good faith by such person under or
               with respect to the Plan or its administration.

                    18. Adjustments.

                    In the event of any change in the number of issued and
               outstanding shares of Stock which results from a

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               stock split, reverse stock split, payment of a stock dividend or
               any other change in the capital structure of the Corporation, and
               where such change increases the number of issued and outstanding
               Stock by more than five percent (5%), the Committee shall
               proportionately adjust the maximum number of shares subject to
               each outstanding Award, and (where appropriate) the purchase
               price per share thereof (but not the total purchase price under
               the Award), so that upon exercise or realization of such Award,
               the Recipient shall receive the same number of shares he or she
               would have received had he or she been the holder of all shares
               subject to his or her outstanding Award and immediately before
               the effective date of such change in the number of issued and
               outstanding shares of Stock. Such adjustments shall not, however,
               result in the issuance of fractional shares. Any adjustment under
               this paragraph 18 shall be made by the Committee, subject to
               approval by the Board. No adjustments shall be made that would
               cause a Qualified Option to fail to continue to qualify as an
               incentive stock option within the meaning of Section 422 of the
               Code.

                    In the event the Corporation is the party to any merger,
               consolidation or other reorganization, any and all outstanding
               Awards shall apply and relate to the securities to which a holder
               of Stock is entitled after such merger, consolidation or other
               reorganization. Upon any liquidation or dissolution of the
               Corporation, any and all outstanding Awards shall terminate upon
               consummation of such liquidation or dissolution, but prior to
               such consummation shall be exercisable to the extent that the
               same otherwise are exercisable under the Plan.