EXHIBIT 10.2


                       EMPLOYMENT AGREEMENT

     AGREEMENT made as of the 1st day of January 2002, by and
between THE PEOPLES BANK OF OXFORD, a Pennsylvania state-
chartered banking institution having a place of business at 24
South Third Street, Oxford, PA 19363 (the "Employer"), and
GEORGE C. MASON, an adult individual residing at 801 North High
Street, West Chester, PA 19380 (the "Executive").

                             WITNESSETH:

     WHEREAS, the Executive is presently serving as Chief
Executive Officer and Chairman of the Board of Directors (the
"Board") of the Employer pursuant to an agreement dated
January 1, 1996 (the "1996 Employment Agreement"); and

     WHEREAS, on July 27, 2000, the Employer effected a
reorganization pursuant to which the Employer became a wholly-
owned subsidiary of Peoples First, Inc. ("Peoples First"), a
registered bank holding company; and

     WHEREAS, the Employer desires to continue to employ the
Executive to serve in the capacity of its Chairman of the Board
and to revise the 1996 Employment Agreement to reflect the
formation of Peoples First and in certain other respects as set
forth herein; and

     WHEREAS, the Executive desires to continue his employment
on such revised terms and conditions.

     NOW, THEREFORE, the parties hereto, intending to be legally
bound, agree as follows:

     1.  Employment.  The Employer hereby employs the Executive
as its Chairman of the Board, and the Executive hereby accepts
such employment on the terms and conditions set forth in this
Agreement.

     2.  Duties.  The Executive shall perform and discharge well
and faithfully such duties as are specified for his positions in
the Employer's bylaws and such other duties, consistent with
such position, as may be reasonably assigned to him from time to
time by the Board.  The Executive shall also hold such other
senior executive titles and positions as may be assigned to him,
with his concurrence and the concurrence of the Board, by the
board of directors of any company affiliated with the Employer,
including Peoples First.

     3.  Term.  The term of this Agreement shall commence as of
the date hereof and, unless sooner terminated as provided
herein, shall continue until December 31, 2004 (the "Initial
Term"); provided, however, that this Agreement shall
automatically be renewed on January 1, 2003 for the three-year
period ending on December 31, 2005, unless either party delivers
a notice of nonrenewal to the other party on or before
November 2, 2002 (in which case, this Agreement shall continue
in effect, subject to sooner termination as provided herein,
through December 31, 2004); and provided further, that if this
Agreement is renewed on January 1, 2003, it shall automatically
be renewed on January 1 of each subsequent year (an "Annual
Renewal Date") for a period ending three years from each
relevant Annual Renewal Date, unless either party delivers a
notice of nonrenewal to the other party at least 60 days prior
to an Annual Renewal Date (in which case, this Agreement shall
continue in effect, subject to sooner termination as provided
herein, for a term ending two years from the Annual Renewal Date
immediately following such notice).

     4.  Compensation.

          (a)  Salary.  For his services performed hereunder,
the Employer shall initially pay to the Executive a salary at
the annualized rate of $155,000, payable at such times as
salaries are paid to other executive employees of the Employer.
The Employer may, from time to time, increase the Executive's
salary, and any and all such increases shall be deemed to
constitute amendments to this subsection to reflect the
increased amounts, effective as of the dates established for
such increases by the Board (or a committee thereof).  The
Employer may also, from time to time, decrease the Executive's
salary upon prior receipt of the Executive's written consent to
any such decrease.

          (b)  Bonus.  During the Initial Term and all renewals
thereof, the Employer will pay to the Executive an annual bonus
in such amount and in such installments as may be determined
from time to time by the Board (or a committee thereof), but in
no event shall any such bonus be less than $10,000 per calendar
year.

          (c)  Additional Benefits.  During the Initial Term and
all renewals thereof, the Executive shall be entitled to
participate in all of the employee benefit plans and other
fringe benefits of the Employer which are applicable to
executive salaried officers, including, without limitation, any
pension benefit plan, health insurance plan, disability
insurance plan (with a monthly benefit of at least $2,500), and
no less than four weeks of paid vacation.  In addition, upon
termination of this Agreement for any reason, the Executive
shall have the right to purchase any insurance policies which
the Employer owns on his life for the cash surrender value
thereof plus an assumption of the remaining payments; provided,
however, the Executive shall not have the right to purchase any
insurance policies necessary to fund any of his rights and
benefits hereunder.

         (d)  Perquisites.  During the Initial Term and any
renewals thereof, the Executive shall be entitled to the same
perquisites that he is receiving as of the date of this
Agreement, including, without limitation, reimbursement for all
club memberships approved by the Board, including one country
club membership, and the use of an automobile at least
comparable to that presently being provided to the Executive.

          (e)  Allocation of Compensation Obligation.  The
parties agree that, for purposes of this Agreement, the
compensation obligation under this section, and any other
payment or benefit obligation provided for herein, is the
primary obligation of the Employer, regardless of any agreement
between the Employer and any affiliated company relating to the
allocation of compensation expense among them.

     5.  Disability/Death.

          (a)  The Employer shall have the right to terminate
the Executive's employment hereunder upon not less than 90 days'
prior written notice to the Executive if, because of mental or
physical disability, the Executive shall have been incapable,
continuously for a period of 12 months, or 12 out of 15
consecutive months, prior to the date of such notice, of
performing all of his duties under this Agreement.  In the event
of termination for disability, the Executive's salary, as
determined hereunder, shall be paid for a period of 36 months
from the date of termination, less any disability payments made
to him or paid on his behalf under Section 4(c), and the
Executive shall be entitled to all benefits and service credits
for benefits under all the employee benefit plans for the
duration of the Initial Term or any renewal thereof, as if the
Executive were still employed during such period under this
Agreement.  At the end of such period, the Executive shall be
deemed to have retired from the Employer and shall be eligible
for any and all rights provided to retirees by the Employer
under all the employee benefit plans.  If and to the extent that
employee benefits or service credits for such benefits under any
employee benefit plan shall not be payable or provided under any
such plan to the Executive, or his dependents, because he is no
longer an employee of the Employer, the Employer itself shall,
to the extent necessary, pay or provide for payment of such
employee benefits or service credits for such benefits to the
Executive and his dependents for the remainder of the Initial
Term or any renewal thereof.

          (b)  In the event of the Executive's death during the
Initial Term or any renewal thereof, the Executive's employment
hereunder shall terminate and his spouse or, if he does not have
a spouse at the date of his death, his estate, shall be entitled
to a death benefit equal to the Executive's salary for the
remainder of the term of this Agreement, payable within 90 days
of the date of his death in one lump sum, without prejudice to
any other payments due under any applicable employee benefit
plan or insurance policy.

     6.  Termination By the Employer For Cause.

          (a)  The Employer may terminate the Executive's
employment for Cause (as defined below) upon 15 days' prior
written notice, but only if the Board determines, by majority
vote of the entire Board, that the Executive's employment should
be terminated for Cause and such event of Cause is not cured
prior to the expiration of such 15-day period.  For purposes of
this subsection, the Executive shall not be counted to determine
that number which equals a majority of the Board.  The Executive
hereby agrees to abstain from any vote of the Board relating to
such determination.

          (b)  For purposes of this Agreement, "Cause" shall
mean:

               (1)  a substantial and willful failure by the
Executive to perform his duties hereunder, other than a failure
resulting from the Executive's incapacity because of physical or
mental illness or disability;

               (2)  misappropriation or embezzlement of
corporate or customer funds;

               (3)  conviction of, or a plea of guilty or nolo
contendere to, a felony;

               (4)  a significant violation of any statutory or
common law duty of loyalty to the Employer (or an affiliated
company), which results in material injury to the Employer (or
an affiliated company);

               (5)  the removal or prohibition of the Executive
from being an institution-affiliated party by a final order of
an appropriate federal banking agency pursuant to Section 8(e)
of the Federal Deposit Insurance Act or any other provision of
applicable law; or

              (6)  a breach by the Executive of any of the
provisions set forth in Section 13.

     7.  Termination By the Executive For Good Reason.  The
Executive may terminate this Agreement, at any time, for "Good
Reason."  For purposes of this Agreement, "Good Reason" shall
mean:

          (a)  a significant change in the nature or scope of
the authorities, functions, duties or responsibilities of the
position in which the Executive is hereby employed, which change
is not remedied within 30 days after receipt by the Employer of
written notice thereof by the Executive;

          (b)  a material breach by the Employer of any
provisions of this Agreement, including, without limitation, the
failure of the Employer substantially to maintain and to
continue during the Initial Term and any renewals thereof, the
Executive's salary or benefits as in effect on the date hereof
or as they may be implemented or improved from time to time
(other than employee plan benefit changes made applicable to the
Employer's employees generally), which breach is not remedied
within 30 days after receipt by the Employer of written notice
thereof by the Executive;

          (c)  the failure or refusal of any successor to the
Employer to assume all duties and obligations of the Employer
under this Agreement;

          (d)  the relocation of the Employer's office to a
location which is more than 35 miles from the Executive's
residence on the date hereof, or the Employer's requiring the
Executive to be based anywhere other than the principal
executive office of the Employer on the date hereof, except for
required travel on the Employer's business to an extent
substantially consistent with the Executive's business travel
obligations on the date of this Agreement or as increased from
time to time hereafter with the consent of the Executive; or

          (e)  after a Change in Control (as defined below)
occurs, a determination by the Executive, made in good faith,
that as a result of the Change in Control and a change in
circumstances thereafter affecting his position, he is unable to
exercise the authorities, powers, functions or duties
commensurate with the position for which he is hereby employed,
which situation is not remedied within 30 days after receipt by
the Employer (or its successor) of written notice from the
Executive of such determination.

     8.  Change in Control.  For purposes of this Agreement,
"Change in Control" shall mean any of the following:

          (a)  any "person" (as such term is used in Sections
13(d) and 14(d) of the Securities Exchange Act of 1934 (the
"Exchange Act")), other than the Executive (or any of his
affiliates), Peoples First, a subsidiary of Peoples First, or an
employee benefit plan of Peoples First or a subsidiary of
Peoples First (including a related trust), becomes the
beneficial owner (as determined pursuant to Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of Peoples
First representing more than 19.9% of (1) the combined voting
power of Peoples First's then outstanding securities or (2) the
aggregate number of shares of Peoples First's then outstanding
common stock;

          (b)  the occurrence of a sale of all or substantially
all of the assets of Peoples First or the Employer to an entity
which is not a direct or indirect subsidiary of Peoples First;

          (c)  the occurrence of a reorganization, merger,
consolidation or similar transaction involving Peoples First,
unless (1) the shareholders of Peoples First immediately prior
to the consummation of any such transaction initially thereafter
own securities representing at least a majority of the voting
power of the surviving or resulting corporation, and (2) the
directors of Peoples First immediately prior to the consummation
of such transaction initially thereafter represent at least a
majority of the directors of the surviving or resulting
corporation;

          (d)  a plan of liquidation or dissolution, other than
pursuant to bankruptcy or insolvency, is adopted for Peoples
First or the Employer;

          (e)  during any period of two consecutive years,
individuals who, at the beginning of such period, constituted
the board of directors of Peoples First cease to constitute the
majority of such board (unless the election of each new director
was expressly or by implication approved by a majority of the
board members who were still in office and who were directors at
the beginning of such period); or

          (f)  the occurrence of any other event which is
irrevocably designated as a "change in control" for purposes of
this Agreement by resolution adopted by a majority of the then
non-employee directors of Peoples First.

     Notwithstanding the foregoing, a Change in Control shall
not be deemed to have occurred if a person becomes the
beneficial owner, directly or indirectly, of securities
representing more than 19.9% of the combined voting power of
Peoples First's then outstanding securities or the aggregate
number of shares of Peoples First's then outstanding common
stock solely as a result of an acquisition by Peoples First of
its securities or stock which, by reducing the number of
securities or stock outstanding, increases the proportionate
number of securities or stock beneficially owned by such person;
provided, however, that if a person becomes the beneficial owner
of more than 19.9% of the combined voting power of securities or
the aggregate number of shares of common stock by reason of such
acquisition and thereafter become the beneficial owner, directly
or indirectly, of any additional voting securities or additional
common stock (other than by reason of a stock split, stock
dividend or similar transaction), then a Change in Control will
thereupon be deemed to have occurred.

     9.  Effect of Certain Terminations.

          (a)  Termination For Cause or Without Good Reason.  If
the Employer shall terminate the Executive's employment for
Cause or the Executive shall voluntarily terminate his
employment without Good Reason, the Employer shall pay the
Executive his full salary through the month in which such
termination occurs and shall have no further obligation to the
Executive under this Agreement.

          (b)  Termination Without Cause or For Good Reason.  If
the Employer shall terminate the Executive's employment prior to
the end of the Initial Term or any renewal thereof without
Cause, or if the Executive shall terminate his employment for
Good Reason, then the Employer shall pay to the Executive and
provide him, his dependents, beneficiaries and estate, with the
following:

               (1)  The Employer shall pay to the Executive a
total amount equal to three times the sum of (A) his salary as
then in effect (or, if higher, before a reduction which gave him
the right to terminate with Good Reason) and (B) the average of
his annual bonuses over the three calendars years immediately
preceding the year of termination, such total to be paid in
equal monthly installments over a period of 36 months.

               (2)  During the remainder of the Initial Term or
any renewal thereof, the Executive and his dependents shall
continue to be entitled to all the employee benefits and service
credits for such benefits under all the employee benefit plans,
other than bonuses, as if the Executive were still employed
during such period under this Agreement, and at the end of such
period the Executive shall be deemed to have retired from the
Employer and shall be eligible for any and all benefits and
rights provided to retirees by the Employer under all applicable
employee benefit plans.  If and to the extent that the employee
benefits or service credits for such benefits under any
applicable employee benefit plan shall not be payable or
provided under any such plan to the Executive, or his
dependents, because he is no longer an employee of the Employer,
the Employer itself shall, to the extent necessary, pay or
provide for payment of such employee benefits or service credits
for such benefits to the Executive and his dependents for the
remainder of the Initial Term or any renewal thereof.

     10.  Potential Additional Termination Benefit.  In the
event that the amounts and benefits payable under this
Agreement, when added to other amounts and benefits which may
become payable to the Executive by the Employer and any
affiliated company, are such that he becomes subject to the
excise tax provisions of Section 4999 of the Internal Revenue
Code of 1986, as amended (the "Code"), the Employer shall pay
him such additional amount or amounts as will result in his
retention (after payment of all federal, state and local excise,
employment and income taxes on such payments and the value of
such benefits) of a net amount equal to the net amount he would
have retained had the initially calculated payments and benefits
been subject only to employment and income taxation.  For
purposes of the preceding sentence, the Executive shall be
deemed to be subject to the highest marginal federal, relevant
state and relevant local tax rates.  All calculations required
to be made under this section, shall be made by the Employer's
independent public accountants, subject to the right of the
Executive's representative to review the same.  All such amounts
required to be paid shall be paid at the time any withholding
may be required under applicable law, and any additional amounts
shall be paid or reimbursed no later than 15 days following
confirmation of such amounts by the Employer's accountants.  In
the event any amounts paid hereunder are subsequently determined
to be in error because estimates were required or otherwise, the
parties agree to reimburse each other to correct such error, as
appropriate, and to pay interest thereon at the applicable
federal rate (as determined under Code Section 1274(d)(1) for
the period of time such erroneous amounts remained outstanding
and unreimbursed).  The parties recognize that the actual
implementation of the provisions of this section are complex and
agree to deal with each other in good faith to resolve any
questions or disagreements arising hereunder.

     11.  Notice of Termination.  Any termination by the
Employer for disability or with or without Cause, or by the
Executive voluntarily or for Good Reason, shall be communicated
by written Notice of Termination to the other party hereto.  For
purposes of this Agreement, a "Notice of Termination" shall mean
a notice which shall indicate the specific termination provision
in this Agreement (if any) upon which the Employer or the
Executive, as the case may be, relied and shall set forth in
reasonable detail (if relevant) all facts and circumstances
claimed as the basis for termination of the Executive's
employment under the provision so indicated.  Any such notice
shall be given as provided in Section 21.

     12. Legal Expenses.  In the event that it shall be
necessary or desirable for the Executive to retain legal counsel
and/or incur other costs and expenses in connection with the
enforcement of any or all of his rights under this Agreement,
and provided that the Executive substantially prevails in the
enforcement of such rights, the Employer shall pay (or the
Executive shall be entitled to recover from the Employer, as the
case may be) the Executive's reasonable attorneys' fees and
costs and expenses in connection with the enforcement of his
rights, including the enforcement of any arbitration award or
judgment entered by a court.  For purposes of this section, the
Executive shall be deemed to have substantially prevailed in the
enforcement of his rights if he receives any portion of the
amounts to which the enforcement action pertains, whether
through arbitration, court action, settlement or otherwise.

     13.  Competitive Activity and Confidentiality.

          (a)  The Executive, during the term of this Agreement
and for a period of two years following termination of the same,
shall not, directly or indirectly, engage or participate in, or
become employed by, or render advisory or other services to, or
own any interest in (except for interests held for passive
investment purposes of five percent or less of the outstanding
voting securities of an entity the securities of which are
registered under Section 12 of the Exchange Act), any bank or
bank holding company which maintains any office within 30 miles
of the Employer's primary executive office.  If the foregoing
provisions of this subsection shall be determined to be invalid
by reason of the length of any period or the size of the area
set forth herein, such period of time, such area, or both shall
be considered to be reduced to a period of time or area which
will cure such invalidity.

          (b)  The Executive, for any period during which he is
being paid hereunder or pursuant hereto, shall not, directly or
indirectly,

               (1)  use for his own benefit or account or for
the benefit of another, communicate, divulge or disclose under
any circumstances whatsoever, for any reason or purpose
whatsoever, except where required by law or governmental
regulation or where such information is generally available to
the public, (A) information concerning the customers, clients,
and accounts of the Employer (or any affiliate of the Employer),
or (B) knowledge of the conduct, details or business methods of
the Employer (or such affiliate), business policies, rates,
computer software or systems, financial information, or such
other proprietary and confidential information of the Employer
(or such affiliate), which the Executive has knowledge of or
shall hereafter establish, receive, obtain, or become aware of
by virtue of providing employment services and acting as an
officer and director of the Employer or otherwise, recognizing
such knowledge and information to be valuable and unique assets
of the Employer (or such affiliate);

               (2)  in any manner interfere with, disrupt or
attempt to disrupt any relationship, contractual or otherwise,
between the Employer (or any affiliate of the Employer) and any
of its customers or clients, or solicit or induce any person,
corporation, or other entity that is a customer of the Employer
(or such affiliate), at the time of the termination of his
employment hereunder, or that was a customer at any time within
the two-year period immediately preceding such time, to become a
customer of any other person, corporation, or other entity which
is engaged in the business in which the Employer (or such
affiliate) is currently or hereafter engaged, or approach any
such person, corporation, or other entity for such purpose or
authorize or knowingly approve the taking of such actions by
other persons, or disparage the Employer's (or such affiliate's)
business and reputation; or

               (3)  solicit or induce any person who is an
executive officer of the Employer (or any affiliate of the
Employer) at the time of the termination of the Executive's
employment hereunder, or that was such at any time within the
two-year period immediately preceding such time, to become
employed by any person, firm, or corporation which is engaged in
the business which is currently or hereafter engaged in by the
Employer (or such affiliate) or approach any such executive for
such purpose or authorize or knowingly approve the taking of
such actions by other persons.

               (c)  The Executive acknowledges that the services
to be rendered by him as an executive officer and director of
the Employer are of a special unique and extraordinary
character, and in connection with such services, he will have
access to proprietary or confidential information vital to the
Employer's business (and the business of any affiliate of the
Employer).  By reason of this, the Executive acknowledges that
if he breaches any of the provisions of this Agreement with
respect to non-competition, diversion of clients, customers or
executives, or confidentiality, the Employer (or such affiliate)
would sustain irreparable harm, and, therefore, the Executive
agrees that in addition to any other remedies which the Employer
may have under this Agreement or otherwise upon such breach, the
Employer shall be entitled to apply to any court of competent
jurisdiction for equitable relief, including specific
performance and injunctions restraining the Executive from
committing or continuing any such violation of this Agreement.
In the event of any actions or proceedings at law or in equity
commenced by the Employer under or pursuant to this Agreement,
the Executive hereby agrees and consents to the exclusive
jurisdiction of the courts located in the Commonwealth of
Pennsylvania for any such actions or proceedings.  The Executive
agrees that any breach of any of his representations, warranties
or covenants set forth in this Agreement will cause irreparable
damage to the Employer, the amount of which will be impossible
to ascertain and as result of which the remedy at law will not
be adequate.  For these reasons, the Employer shall be entitled
to temporary, preliminary or permanent injunctive relief from
any court of competent jurisdiction to enforce specific
performance of this Agreement.

               (d)  In the event the Executive breaches any
provision of this section following his termination and while he
is receiving payments and/or benefits pursuant hereto, the
Employer may suspend such payments and 	benefits pending
resolution of the matter through litigation, arbitration or
settlement.

     14.  Arbitration.  The Employer and the Executive recognize
that in the event a dispute should arise between them concerning
the interpretation or implementation of this Agreement, lengthy
and expensive litigation will not afford a practical resolution
of the issues within a reasonable period of time.  Consequently,
each party agrees that all disputes, disagreements and questions
of interpretation concerning this Agreement are to be submitted
for resolution to the American Arbitration Association (the
"Association") in Philadelphia, Pennsylvania, in accordance with
the Individual Employment Dispute Resolution rules of the
Association.  The Employer or the Executive may initiate an
arbitration proceeding at any time by giving notice to the other
in accordance with the rules of the Association.  The
Association shall designate a single arbitrator to conduct the
proceeding, but the Employer and the Executive may, as a matter
of right, require the substitution of a different arbitrator
chosen by the Association.  Each such right of substitution may
be exercised only once.  The arbitrator shall not be bound by
the rules of evidence and procedure of the courts of the
Commonwealth of Pennsylvania but shall be bound by the
substantive law applicable to this Agreement.  The decision of
the arbitrator, absent fraud, duress, incompetence or gross and
obvious error of fact, shall be final and binding upon the
parties and shall be enforceable in courts of proper
jurisdiction.  Following written notice of a request for
arbitration, the Employer and the Executive shall be entitled to
an injunction restraining all further proceedings in any pending
or subsequently filed litigation concerning this Agreement,
except as provided in Section 13 or otherwise provided herein.

     15.  Expiration of Agreement.  In the event this Agreement
expires by its terms, the Executive's continued employment shall
be on an "at will" basis from month to month at his then salary
and basic benefits, but the provisions of this Agreement shall
not otherwise apply.

     16.  Successors/Binding Agreement.  The Employer shall
require any successor whether direct or indirect, by purchase,
merger, reorganization, consolidation, affiliation, acquisition
of property or stock, liquidation, or otherwise) to all or a
significant portion of the assets of the Employer (a
"Successor"), by agreement in form and substance satisfactory to
the Executive, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the
Employer would be required to do so if no such succession had
taken place.  Regardless of whether such agreement is executed,
this Agreement shall be binding upon any Successor in accordance
with the operation of law and such Successor shall be deemed the
"the Employer" for purposes of this Agreement.  This Agreement
shall inure to the benefit of and be enforceable by the
Executive and his personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and
legatees.

     17.  Assignment.  This Agreement is not assignable by
either party, except by the Employer to any successor in
interest to all or substantially all of its business or assets.

     18.  Severability.  In the event any provision or portion
of this Agreement shall be determined to be invalid or
unenforceable for any reason, the remaining provisions of this
Agreement shall remain in full force and effect to the fullest
extent permitted by law.

     19.  Amendment/Waiver.  This Agreement may not be amended,
modified, waived or cancelled except by a writing signed by each
party hereto.  No waiver by either party hereto at any time of
any breach by the other party of, or compliance with, any
condition or provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or any prior or subsequent
time.

     20.  Entire Agreement.  This Agreement constitutes the
entire agreement between the parties relative to the subject
matter hereof.  Any previous agreement among the parties
relating to the subject matter hereof, including the 1996
Employment Agreement) is superseded by this Agreement; provided,
however, that this sentence shall not be construed as
superseding the Executive's rights (or the rights of certain of
his family members) under that certain Split Dollar Agreement,
dated August 17, 1999, as the same may be in effect from time to
time.

     21.  Notices.  All notices required or permitted hereunder
shall be in writing and shall be sent by certified or registered
mail, return receipt requested, postage prepaid, to the
addresses first set forth above, or to such other address as
either of such parties may designate in a written notice served
upon the other party in the manner provided herein.  All notices
required or permitted hereunder shall be deemed duly given on
the fifth day following deposit of such in the U. S. mail.

     22.  No Mitigation or Offset.  The Executive shall not be
required to mitigate the amount of any payment or benefit
provided for in this Agreement by seeking employment or
otherwise; nor shall any amounts or benefits payable or provided
hereunder be reduced in the event he does secure employment,
except as may otherwise be provided herein.

     23.  Withholding For Taxes.  All amounts and benefits paid
or provided hereunder shall be subject to withholding for taxes
as required by law.

     24.  Number.  Wherever any word is used herein in the
singular form, it shall be construed as though it were used in
the plural form, as the context requires, and vice versa.

     25.  Governing Law.  This Agreement shall be governed by
and construed in accordance with the laws of the Commonwealth of
Pennsylvania without regard to its conflicts of laws principles.

     26.  Headings.  The headings of the several sections and
subsections of this Agreement have been inserted herein for
convenience of reference only and shall not be used in the
construction or interpretation of this Agreement.

     IN WITNESS WHEREOF, the parties have executed this
Agreement, or caused it to be executed, as of the day and year
first above written.


                                /s/ George C. Mason        SEAL)
                                George C. Mason

                                 THE PEOPLES BANK OF OXFORD

                                 By/s/ Hugh J. Garchinsky
                                   Hugh J. Garchinsky, President


[CORPORATE SEAL]               Attest:/s/ Marie A. Dougherty
                                     (Assistant) Secretary