EXHIBIT 10.1






                BRANCH PURCHASE AND DEPOSIT ASSUMPTION AGREEMENT

                                 AMENDMENT NO. 2

         This shall  constitute  an Amendment  dated June __, 1998 to the Branch
Purchase and Deposit  Assumption  Agreement (the  "Agreement")  entered into the
24th day of March 1998,  as amended,  between First  Commonwealth  Bank, a state
chartered  commercial bank having its principal office at Philadelphia and Sixth
Streets, Indiana Pennsylvania 15701 (the "Seller"), and Nittany Financial Corp.,
a Pennsylvania  holding company  organized for the purpose of forming and owning
100% of the stock of Nittany Bank, a federally  chartered stock savings bank (in
formation),  having its  principal  office at 637 Kennard Road,  State  College,
Pennsylvania  16801  (the  "Purchaser").   The  Seller  and  the  Purchaser  are
hereinafter sometimes collectively referred to as the "Parties".

         WHEREAS,  pursuant to Section 10.03 of the Agreement,  the Parties,  by
mutual consent of their  respective  duly  authorized  officers,  wish to amend,
modify and supplement the Agreement,

         NOW,  THEREFORE,  in  consideration  of  and  in  accordance  with  the
provisions of the Agreement, and for other good and valuable consideration,  the
receipt  of  which  is  hereby  acknowledged,   the  Parties  hereby  amend  the
"Definitions"  section and Sections 1.03(a) and 1.05(a)(iii) of the Agreement as
follows:

         DEFINITIONS

         "Premium"  has  the  meaning  set  forth  in  Section  1.03(a)  of this
Agreement.



                                    ARTICLE I
                TRANSFER OF ASSETS AND ASSUMPTION OF LIABILITIES

1.03 Payment of Premium.
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         (a) The Purchaser further agrees that on the Effective Date, subject to
the terms and conditions of this Agreement, it shall pay to the Seller a premium
in  the  form  of  cash  equal  to  nine   percent   (9%)and  it  shall  pay  to
______________,  the  holding  company of the Seller  owning  ___% of the voting
stock of the Seller,  a premium in the form of stock  equal to one percent  (1%)
times (X) the Deposit  Liabilities  less Excluded  Deposits as defined herein at
the Branches (the "Premium")....







1.05 Additional Obligations of the Parties.
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(a)      Actions by Seller at Closing. On the Effective Date, the Seller will:
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                           . . . . . . . . . . . . . .


         (iii)  make  available  to the  Purchaser  cash equal to the sum of the
Deposits  Liabilities  plus accrued  interest  assumed by the Purchaser plus the
Deposit and the accrued interest thereon LESS the sum of: (i) the purchase price
for the Loans to be assumed  pursuant to Section  1.04(c);  (ii) the payment for
the assets set forth at Section 1.02(b)(i); and (iii) the nine percent (9%) cash
portion of the Premium set forth in Section 1.03(a);...