PREMIER BANCORP INC /PA/
10QSB, EX-10.2, 2000-11-14
STATE COMMERCIAL BANKS
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                               EXHIBIT 10.2


    Change of Control Agreement between Premier Bank and John C.
Soffronoff.  (Incorporated by reference to Exhibit 10.2 to the Company's
Quarterly Report on Form 10-QSB filed with the Securities Exchange
Commission on November 13, 1998).


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