Exhibit 99.1
                             MINER'S BANK OF LYKENS

                                      PROXY

           SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 11, 1998
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

   
     The  undersigned  hereby  constitutes  and appoints  Franklin W. Ruth, Jr.,
Gregory M.  Kerwin,  Raymond C. Donley and Richard E. Klinger and each or any of
them, proxies of the undersigned,  with full power of substitution,  to vote all
of the shares of Miners Bank of Lykens (the "Bank") that the  undersigned may be
entitled to vote at the Special  Meeting of  Shareholders of the Bank to be held
at 550 Main  Street,  Lykens,  Pennsylvania  17048 on  Thursday,  June 11, 1998,
commencing  at  10:00  a.m.,   prevailing   time,  and  at  any  adjournment  or
postponement thereof, as follows:
    

1.       PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF
         REORGANIZATION AND RELATED AGREEMENT AND PLAN OF
         MERGER.

         [  ]     FOR          [  ]     AGAINST                [  ]    ABSTAIN

         The Board of Directors recommends a vote FOR this proposal.


   
2.       POSTPONEMENT  OR  ADJOURNMENT  OF THE SPECIAL  MEETING TO ANOTHER  TIME
         AND/OR PLACE FOR THE PURPOSE OF SOLICITING  ADDITIONAL  PROXIES, IN THE
         EVENT THAT THERE ARE NOT  SUFFICIENT  VOTES AT THE TIME OF THE  SPECIAL
         MEETING TO APPROVE AND ADOPT THE MERGER PROPOSAL.
    

         [  ]     FOR          [  ]     AGAINST                [  ]    ABSTAIN

         The Board of Directors recommends a vote FOR this proposal.








3.       In their discretion, the proxies are authorized to vote upon such other
         business as may properly come before the meeting and any adjournment or
         postponement thereof.

         THIS PROXY, WHEN PROPERLY SIGNED,  WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER.  IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSAL 1 AND FOR PROPOSAL 2.

                           Dated: ___________________________________ , 1998


                           Signature of Shareholder____________________________


                           Signature of Shareholder____________________________

Number of Shares Held of Record on April 28, 1998:


     THIS PROXY MUST BE DATED,  SIGNED BY THE SHAREHOLDER AND RETURNED  PROMPTLY
TO THE BANK IN THE  ENCLOSED  ENVELOPE.  WHEN  SIGNING  AS  ATTORNEY,  EXECUTOR,
ADMINISTRATOR,  TRUSTEE OR  GUARDIAN,  PLEASE GIVE FULL TITLE.  IF MORE THAN ONE
TRUSTEE, ALL SHOULD SIGN. IF STOCK IS HELD JOINTLY, EACH OWNER SHOULD SIGN.