Exhibit 6(b)(2)
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                         LEASE WITH OPTION TO PURCHASE
                         -----------------------------


     THIS LEASE, made as of June 18, 1999, by and between CHARLES G. HENRY and
BARBARA ANN HENRY, husband and wife. of P.O. Box 121, East Waterford,
Pennsylvania 17021. herein "Landlords", and

FIRST NATIONAL BANK OF MIPFLINTOWN, a Pennsylvania business corporation with its
principal office is Mifflintown, Pennsylvania, herein "Tenant",

                                  WITNESSETH:

     IN CONSIDERATION OF the rentals reserved below, and the mutual covenants of
the parties hereto, and intending to be legally bound hereby, the parties hereto
hereby agree as follows, to wit:

     1.  The landlords lease and rent to Tenant an existing building
approximately twenty (20') feet by twenty (20') feet, a surrounding area large
enough to accommodate employee and customer parking and a 'drive-through
approach for an ATM, and an access driveway area completely encircling an
existing former gasoline service station, all of which is hereafter called "the
Branch Site" in this Lease and all of which is located on a parcel of land owned
by Landlords. containing five hundred six thousandths (.506) of an acre, located
in Tuscarora Township, Juniata County. Pennsylvania, on the south bank of the
Tuscarora Creek and the West bank of Horse Valley Run, and designated Tax Parcel
No. 16-01A-047 in the Juniata County Assessor's Office records.

     2.  The term of this Lease shall be ten (10) years, commencing upon the
first day of the month after which the Tenant has received written approval: (1)
from the Office of the Comptroller of the Currency to establish a bank branch
office at the Branch Site, and (2) from Department of Environmental Protection
with respect to installation of some form of on-lot sewage disposal. At the end
of the initial term, Tenant shall have the option to extend the Lease for three
(3) additional successive renewal periods of five (5) years each. Tenant shall
give thirty (30) days prior notice of its intent to renew.

     3.  Tenant will pay Landlords a Base Rent for the Branch Site of two
hundred fifty and 00/100 ($250.00) dollars per month, due the first day of each
month for the first twelve (12) months after this Lease begins. In the second
year of the Lease, and in each subsequent year of the Lease and any renewals or
extensions of the Lease, the Tenant shall pay the Landlords the Base Rent plus
any Additional Rent due under the following formula:

         Additional Rent = "Recent Index" - "Base Index"  x  Base Rent
                            -----------------------------
                                     "Base Index"


In this formula, "Base Index" means the most current and available Consumer
Price Index for all urban consumers in Pennsylvania as published by the Bureau
of Labor Statistics, U.S. Department of Labor, as of the date upon which this
Lease begins. In this formula, "Recent Index" means the most current and
available Consumer Price Index for all urban consumers in Pennsylvania as of the
date upon which the Additional Rent is being calculated. In no event shall
Tenant pay Landlord lees than the Base Rent. In no event shall the Additional
Rent plus consent to a proposed assignment. Tenant may terminate the Lease upon
six (6) months notice to Landlords, without further obligation for any reserved
rentals.

     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to set their hands hereto, or have themselves set their hands and seals
hereto the 18th day of June, 1999.


WITNESS:

/s/      Jane E. Madio          /s/   Charles G. Henry           (SEAL)
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                                  Charles G. Henry


/s/    Jane E. Madio            /s/   Barbara Ann Henry          (SEAL)
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                                  Barbara Ann Henry


ATTEST:                         THE FIRST NATIONAL BANK OF
                                MIFFLINTOWN


/s/  Renee Williamson           By:  /s/ James R. McLaughlin
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                                       James R. McLaughlin,President

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