FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
[x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1994, OR
-----------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________________ to ______________________
Commission File No. 0-12870
-------
THE FIRST NATIONAL BANK OF WEST CHESTER 401(k) PLAN
---------------------------------------------------
(full title of the plan)
FIRST WEST CHESTER CORPORATION
------------------------------
(Name of Issuer of the securities held pursuant to the plan)
9 North High Street, West Chester, Pennsylvania 19380
-----------------------------------------------------
(Address of principal executive offices)
-1-
<PAGE>
REQUIRED INFORMATION
1. The following financial statements are filed as part of this report and
included after the signature page hereof:
(a) Audited statements of net assets available for benefits as of the end
of the latest two fiscal years of the plan (December 31, 1994 and
1993).
(b) An audited statement of changes in nets assets available for benefits,
and supplemental schedules for each of the latest three fiscal years of
the plan (1994, 1993 & 1992).
2. Exhibit. The following exhibit is filed with this Report:
Exhibit No Description
---------- -----------
23.1 Consent of Ogorek & Graham
23.2 Consent of Clarke, Nicolini & Associates, Ltd.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the plan) have duly caused this annual
report to be signed by the undersigned thereunto duly authorized.
THE FIRST NATIONAL BANK OF WEST
CHESTER - 401(k) PLAN
DATE March 25, 1996 BY /S/ Ruth Ann Scott
------------------------ ------------------
Ruth Ann Scott
Plan Administrator
-3-
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER - 401(K) PLAN
AUDITED FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
<PAGE>
CONTENTS
Page
INDEPENDENT AUDITORS' REPORT 1
AUDITED FINANCIAL STATEMENTS
Statements of Net Assets Available
for Benefits 2
Statements of Changes in Net Assets
Available for Benefits 3
Notes to Financial Statements 4-6
OTHER FINANCIAL INFORMATION
Supplemental Schedules 7-9
<PAGE>
[LETTERHEAD OF OGOREK & GRAHAM]
INDEPENDENT AUDITORS' REPORT
To the Board of Trustees of
The First National Bank of West Chester
401(K) Plan
West Chester, PA 19381
We have audited the accompanying statement of net assets available for benefits
of The First National Bank of West Chester - 401(K) Plan as of December 31, 1994
and 1993, the related statement of changes in net assets available for benefits,
and supplemental schedules for the years then ended. These financial statements
and supplemental schedules are the responsibility of the Trustees of The First
National Bank of West Chester - 401(K) Plan. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements and supplemental schedules are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by the trustees as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements and supplemental schedules referred to
above present fairly, in all material respects, the net assets of the 401(K)
Plan as of December 31, 1994 and 1993, and the changes in net assets for the
years then ended in conformity with generally accepted accounting principles.
OGOREK & GRAHAM
CERTIFIED PUBLIC ACCOUNTANTS
July 19, 1995
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER - 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
ASSETS 1994 1993
--------- ------
<S> <C> <C>
Investments, at fair value
Mutual funds $ 292,341 $ 167,812
Bank certificates of deposit 280,000 278,820
Common stock 476,125 369,600
------------- -------------
TOTAL INVESTMENTS 1,048,466 816,232
------------- -------------
Receivables
Employer's contributions 1,918 15,896
Employees' contributions 703 --
Accrued interest income 10,988 8,199
Accrued dividend income 4,496 3,011
------------- -------------
TOTAL RECEIVABLES 18,105 27,106
------------- -------------
Cash and cash equivalents 29,017 19,600
------------- -------------
TOTAL ASSETS $ 1,095,588 $ 862,938
============= =============
LIABILITIES
Benefits payable -- 1,873
------------- -------------
TOTAL LIABILITIES -- 1,873
------------- -------------
NET ASSETS AVAILABLE FOR BENEFITS $ 1,095,588 $ 861,065
============ =============
</TABLE>
- ----------------------------------------
The accompanying notes are an integral part of these financial statements.
-2-
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER - 401(K) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993
<TABLE>
<CAPTION>
ADDITIONS TO NET ASSETS ATTRIBUTED TO: 1994 1993
-------- ------
<S> <C> <C>
INVESTMENT INCOME
Net appreciation/(depreciation) in
fair value of investments $ (27,316) $ 17,114
Interest 19,999 19,469
Dividends 32,099 15,517
------------ -----------
TOTAL INVESTMENT INCOME 24,782 52,100
------------ -----------
CONTRIBUTIONS
Employer 99,657 63,100
Employee 153,177 151,728
------------ -----------
TOTAL CONTRIBUTIONS 252,834 214,828
------------ -----------
TOTAL ADDITIONS 277,616 266,928
------------ -----------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 43,093 68,347
------------ -----------
TOTAL DEDUCTIONS 43,093 68,347
------------ -----------
NET INCREASE 234,523 198,581
NET ASSETS AVAILABLE FOR BENEFITS
BEGINNING OF YEAR 861,065 662,484
------------ -----------
END OF YEAR $ 1,095,588 $ 861,065
============= ============
</TABLE>
- -------------------------------------
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER - 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1994 AND 1993
NOTE A - DESCRIPTION OF PLAN
The following brief description of The First National Bank of West Chester
- 401(K) Plan is provided for general purpose only. Participants should
refer to the Plan agreement for more complete information.
GENERAL
The Plan is a defined contribution plan covering those eligible employees
who choose to participate in the Plan. Any employee who has completed
ninety (90) days of service with the employer and who is regularly
scheduled to work a minimum of one thousand (1,000) hours per Plan year
shall be eligible to participate as of the day he/she has satisfied such
requirement. The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
CONTRIBUTIONS
For the fiscal year during which the Plan is adopted and each fiscal year
thereafter, the employer shall contribute to the Plan the amount of the
total salary reduction elections of all participants and a matching
contribution of the deferred compensation of all participants eligible to
share in allocations, except only salary reductions up to five percent of
compensation shall be considered.
Effective January 1, 1994, the Plan has been amended to increase the
employer matching contribution to seventy-five percent of the deferred
compensation up to five percent of the employee's eligible compensation.
Prior to January 1, 1994, the employer matching contribution was
twenty-five percent of the deferred compensation.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution
and an allocation of the Company's contribution and Plan earnings.
Allocations are based in the same proportion that a participant's aggregate
account bears to the total of all participants' aggregate accounts as of
such date.
-4-
<PAGE>
VESTING
Under this Plan, participant accounts are 100% vested at all times. Any
amounts that may otherwise be forfeited under this Plan shall be used to
reduce the contribution of the employer.
NOTE A - DESCRIPTION OF PLAN (continued)
PAYMENT OF BENEFITS
On termination of service, a participant may elect to receive either a
lump-sum amount or annual installments over a period not to exceed ten
years.
As of January 1, 1993, a plan amendment allows a distribution of the
accrued benefit in the form of whole shares in The First National Bank of
West Chester or in a combination of cash to the extent that the accrued
benefit is invested in The First National Bank of West Chester Stock Fund.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Valuation of Investments - If available, quoted market prices are used to
value investments. Any unlisted security held in the Trust Fund shall be
valued at its bid price, which is to be determined at the close of business
on the valuation date.
CASH AND CASH EQUIVALENTS
For purposes of these financial statements, the Plan considers all money
market funds to be cash equivalents.
NOTE C - INVESTMENTS
The Plan's investments are held by a bank-administered trust fund. The
following table presents the fair values of those investments. Investments
that represent 5% or more of the Plan's net assets are separately
identified.
-5-
<PAGE>
<TABLE>
<CAPTION>
December 31, 1994
----------------------
Investments at Fair Value as Number of
Determined by Quoted Market Price Shares Fair Value
--------- ----------
<S> <C> <C>
Fidelity Equity Income II 5165.94 $ 91,540
Fidelity Emerging Markets Fund 3406.02 54,939
Fidelity Advisor Growth
Opportunities Fund 5977.95 145,862
Bank certificates of deposit -- 280,000
First West Chester Corp. 14650 476,125
-------
TOTAL INVESTMENTS $1,048,466
=========
</TABLE>
<TABLE>
<CAPTION>
December 31, 1993
-----------------------
Investments at Fair Value as Number of
Determined by Quoted Market Price Shares Fair Value
--------- ----------
<S> <C> <C>
Stock and bond fund, 6901.828 $ 115,191
Short and intermediate government
trust fund 5001.974 52,621
Bank certificates of deposit -- 278,820
First West Chester Corp. 11550.000 369,600
---------
TOTAL INVESTMENTS $ 816,232
========
</TABLE>
-6-
<PAGE>
NOTE C - INVESTMENTS (continued)
During the years ended December 31, 1994 and 1993, the Plan's investments
(including investments bought, sold and held during the year)
appreciated/(depreciated) in value as follows:
1994 1993
-------- ------
Investments at Fair value as
Determined by Quoted Market Price
Mutual funds $ (32,858) $ 4,583
Investments at Estimated Fair Value
Common stock 5,542 12,531
-------- ---------
Net appreciation/(depreciation)
in fair value $ (27,316) $ 17,114
======== =========
NOTE D - PLAN TERMINATION
Although it has not expressed any intent to do so, the employer has the
right at any time to terminate the Plan by delivering to the Trustee and
Administrator written notice of such termination. In the event of Plan
termination, participants, as stated, are 100% vested in their accounts.
NOTE E - RECLASSIFICATIONS
Certain reclassifications have been made to the 1993 financial statements
to conform to the classifications adopted for the 1994 financial
statements.
-7-
<PAGE>
OTHER FINANCIAL INFORMATION
-8-
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER - 401(K) PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Face Value Fair
or Shares Description Cost Value
- --------- ----------- ---- -----
<S> <C> <C> <C>
Mutual Funds
5977.95 Fidelity Advisor Growth
Opportunity Fund $154,403 $145,862
3406.0177 Fidelity Emerging Markets
Fund 65,997 54,939
5165.9365 Fidelity Equity Income II
Fund 97,892 91,540
------ ------
Total Mutual Funds 318,292 292,341
======= =======
Common Stocks
14,650 First West Chester Corp. 447,455 476,125
------- -------
Total Common Stocks 447,455 476,125
======= =======
Bank Certificates of Deposit
10,000 Certificate of Deposit
5.05 3/23/95 10,000 10,000
20,000 Certificate of Deposit
8.00 5/24/95 20,000 20,000
10,000 Certificate of Deposit
4.81 9/21/95 10,000 10,000
20,000 Certificate of Deposit
7.59 12/18/95 20,000 20,000
10,000 Certificate of-Deposit
7.13 3/21/96 10,000 10,000
10,000 Certificate of Deposit
7.36 8/06/96 10,000 10,000
10,000 Certificate of Deposit
5.28 9/21/96 10,000 10,000
10,000 Certificate of Deposit
6.21 12/18/96 10,000 10,000
10,000 Certificate of Deposit
5.75 2/26/97 10,000 10,000
-9-
<PAGE>
10,000 Certificate of Deposit
5.75 6/02/97 10,000 10,000
10,000 Certificate of Deposit
5.75 7/21/97 10,000 10,000
10,000 Certificate of Deposit
5.28 10/29/97 10,000 10,000
10,000 Certificate of Deposit
5.28 12/03/97 10,000 10,000
10,000 Certificate of Deposit
5.37 1/13/98 10,000 10,000
10,000 Certificate of Deposit
5.45 2/12/98 10,000 10,000
</TABLE>
- -----------------------------------
See accompanying auditor's report.
-10-
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER - 401(K) PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (CONTINUED)
DECEMBER 31, 1994
<TABLE>
<CAPTION>
Face Value Fair
or Shares Description Cost Value
- --------- ----------- ---- -----
<S> <C> <C> <C>
10,000 Certificate of Deposit
5.54 3/03/98 10,000 10,000
10,000 Certificate of Deposit
5.83 7/19/98 10,000 10,000
10,000 Certificate of Deposit
5.83 8/18/98 10,000 10,000
10,000 Certificate of Deposit
4.73 11/02/98 10,000 10,000
30,000 Certificate of Deposit
6.00 7/07/99 30,000 30,000
20,000 Certificate of Deposit
6.00 8/22/99 20,000 20,000
20,000 Certificate of Deposit
6.65 12/36/99 20,000 20,000
------ ------
Total Certificates of Deposit $280,000 $280,000
======= =======
Cash and Cash Equivalents
21,762 Federated Short-Term US
Government Fund $ 21,762 $ 21,762
Cash on hand 7,255 7,255
----- -----
TOTAL CASH AND CASH EQUIVALENTS $ 29,017 $ 29,017
====== ======
</TABLE>
- ------------------------
See accompanying auditor's report.
-11-
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER - 401(K) PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS IN EXCESS OF
5% OF BEGINNING ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
Purchase Sales Realized
Description Price Proceeds Gain/(Loss)
----------- ----- -------- -----------
<S> <C> <C> <C>
Series of transactions in one issue
Federated Short-Term US Government
Trust $1.00/sh $507,701 $507,701 $ -
Federated Short-Term US Government
Trust $1.00/sh 528,933
Federated Stock & Bond Fund
shares sold 10613.888 172,755 171,028 (1,727)
Federated Short Inter Government
Tr shares sold 6473.151 72,364 72,324 (40)
Fidelity Equity Income II
shares purchased 3896.55 74,424
Fidelity Advisor Growth Opp.
shares purchased 4585.376 119,632
Fidelity Emerging Markets
shares purchased 2629.938 51,889
First West Chester Corp.
shares purchased 3100 100,983
</TABLE>
- -------------------------------------
See accompanying auditor's report.
-12-
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER -- 401(K) PLAN
AUDITED FINANCIAL STATEMENTS
DECEMBER 31, 1992 AND 1991
-13-
<PAGE>
CONTENTS
PAGE
----
INDEPENDENT AUDITORS' REPORT 1
AUDITED FINANCIAL STATEMENTS
Statement of Net Assets Available
for Benefits 2
Statements of Changes in Net Assets
Available for Benefits 3
Notes to Financial Statements 4-6
<PAGE>
[LETTERHEAD OF CLARKE, NICOLINI & ASSOCIATES, LTD.]
INDEPENDENT AUDITORS' REPORT
To the Board of Trustees of
The First National Bank of West Chester
401(K) Plan
West Chester, PA 19381
We have audited the statements of net assets available for benefits of The First
national Bank of West Chester - 401(K) Plan as of December 31, 1992 and 1991,
and the related statements of changes in net assets available for benefits for
the years then ended. These financial statements are the responsibility of the
Trustees of The First National Bank of West Chester - 401(K) Plan. Our
responsibility is to express an opinion of these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
These standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principals used and significant estimates made by the
trustees as well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets of the 401(K) Plan as of December 31, 1992
and 1991, and the changes in net assets for the years then ended in conformity
with generally accepted accounting principles.
CLARKE, NICOLINI & ASSOCIATES, LTD.
CERTIFIED PUBLIC ACCOUNTS
June 24, 1993
-2-
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER - 401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1992 AND 1991
ASSETS 1992 1991
------ ---- ----
Investments, at fair value
Stock and bond fund $ 39,799 $ 26,861
Short and intermediate government
trust fund 50,914 33,914
Bank Certificates of deposit 263,730 216,730
Common stock 266,875 119,383
------- -------
TOTAL INVESTMENTS 621,318 396,888
------- -------
Receivables
Employer's contributions 15,288 6,257
Employees' contributions 210 4,971
Accrued interest income 6,197 4,854
Accrued dividend income 2,800 990
------- -------
TOTAL RECEIVABLES 24,495 17,072
------- -------
Cash 18,504 9,081
------- ------
TOTAL ASSETS 664,317 423,041
------- -------
LIABILITIES
Accrued federal taxes withheld - 58
Benefits payable 1,833 -
----- --
TOTAL LIABILITIES 1,833 58
----- --
NET ASSETS AVAILABLE FOR BENEFITS $ 662,484 $ 422,983
======== ========
- ---------------------------------
The accompanying notes are an integral part of these financial statements.
-3-
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER - 401(K) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR YEARS ENDED DECEMBER 31, 1992 AND 1991
ADDITIONS TO NET ASSETS ATTRIBUTED TO: 1992 1991
---- ----
INVESTMENT INCOME
Net appreciation in fair value
of investments $ 25,844 $ 18,528
Interest 18,675 16,460
Dividends 11,954 6,277
Realized gain on sale of investmenT 11 -
------- -------
TOTAL INVESTMENT INCOME 56,484 41,265
------- -------
CONTRIBUTIONS
Employer 58,373 25,680
Employee 140,952 120,985
Rollover - 10,480
------- -------
TOTAL CONTRIBUTIONS 199,325 157,145
------- -------
TOTAL ADDITIONS 255,809 198,410
------- -------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 16,308 35,388
------- -------
TOTAL DEDUCTIONS 16,308 35,388
------- -------
TOTAL INCREASE 239,501 163,022
NET ASSETS AVAILABLE FOR BENEFITS
BEGINNING OF YEAR 422,983 259,961
------- -------
END OF YEAR $ 662,484 $ 422,983
======== ========
- ---------------------------------
The accompanying notes are an integral part of these financial statements.
-4-
<PAGE>
THE FIRST NATIONAL BANK OF WEST CHESTER - 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1992 AND 1991
NOTE A - DESCRIPTION OF PLAN
The following brief description of The First national Bank of West Chester
- 401(K) Plan is provided for general purpose only. Participants should
refer to the Plan agreement for more complete information.
GENERAL
The Plan is a defined contribution plan covering those eligible employees
who choose to participate in the Plan. Any employee who has completed
ninety (90) days of service with the employer and who is regularly
scheduled to work a minimum of one thousand (1,000) hours per Plan year
shall be eligible to participate as of the day he/she satisfied such
requirement. It is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
CONTRIBUTIONS
For the fiscal year during which the Plan is adopted and each fiscal year
thereafter, the employer shall contribute to the Plan the amount of the
total salary reduction elections of all participants and a matching
contribution equal to twenty-five percent of the deferred compensation of
all participants eligible to share in allocations, except only salary
reductions up to five percent of compensation shall be considered.
As of January 1, 1992, a plan amendment has increased the employer's
matching contribution to 50% of the deferred compensation of all members,
up to five percent of the employee's compensation.
Also, effective January 1, 1992, the employer's matching contribution shall
be invested in the First West Chester Corporation stock fund.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution
and an allocation of the Company's contribution and Plan earnings.
Allocations are based in the same proportion that a participant's aggregate
account bears to the total of all participants' aggregate accounts as of
such date.
-5-
<PAGE>
VESTING
Under this Plan, participant accounts are 100% vested at all times. Any
amounts that may otherwise be forfeited under this Plan shall be used to
reduce the contribution of the employer.
PAYMENT OF BENEFITS
On termination of service, a participant may elect to receive either a
lump-sum amount or annual installments over a period not to exceed ten
years.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Valuation of Investments - If available, quoted market prices are used to
value investments. Any unlisted security held in the Trust Fund shall be
valued at its bid price, which is to be determined at the close of business
of the valuation date.
NOTE C - INVESTMENTS
The Plan's investments are held by a bank-administered trust fund. The
following table presents the fair values of those investments. Investments
that represent 5% or more of the Plan's net assets are separately
identified.
December 31, 1992
---------------------
Investments at Fair Value as Number of
Determined by Quoted Market Price Shares Fair Value
--------------------------------- ------ ----------
Stock and bond fund 2547.945 $ 39,799
Short and intermediate government
trust fund 4876.82 50,914
Bank certificates of deposit 263,730
First West Chester Corp. 8750 266,875
-------
TOTAL INVESTMENTS $ 621,318
========
December 31, 1991
---------------------
Investments at Fair Value as Number of
Determined by Quoted Market Price Shares Fair Value
--------------------------------- ------ ----------
Stock and bond fund 1703.00 $ 26,861
Short and intermediate government
-6-
<PAGE>
trust fund 3257.788 33,914
Bank certificates of deposit - 216,730
First West Chester Corp. 4505.000 119,383
-------
TOTAL INVESTMENTS $ 396,888
========
During the years ended December 31, 1992 and 1991, the Plan's investments
(including investments bought, sold and held during the year) appreciated
in value as follows:
1992 1991
---- ----
Investments at Fair Value as
Determined by Quoted Market Price
Stock and bond fund $ (416) $ 1,382
Short and intermediate
government trust fund 180 865
Investments at Estimated Fair Value
Common stock 26,080 16,281
------ ------
Net appreciation in fair
value $ 25,844 $ 18,528
======= =======
NOTE D - PLAN TERMINATION
Although it has not expressed any intent to do so, the employer has the
right at any time to terminate the Plan by delivering to the Trustee and
Administrator written notice of such termination. In the event of Plan
termination, participants, as stated, are 100% vested in their accounts.
-7-
<PAGE>
Index to Exhibits
Exhibits
- --------
23.1 Consent of Ogorek & Graham
23.2 Consent of Clarke, Nicolini & Associates, Ltd.
<PAGE>
AUDITOR'S CONSENT
We consent to the incorporation by reference in the registration
statement of The First National Bank of West Chester on Form S-8 (File No.
33-26325) of our report dated July 19, 1995, on our audit of The First National
Bank of West Chester 401(k) Plan as of December 31, 1994 and 1993, and for the
years then ended, which report is included in this annual report on Form 11-K.
OGOREK & GRAHAM
West Chester, Pennsylvania
Dated: 03-25-96 /S/ OGOREK & GRAHAM
-------- ---------------------------
<PAGE>
AUDITOR'S CONSENT
We consent to the incorporation by reference in the registration
statement of The First National Bank of West Chester on Form S-8 (File No.
33-26325) of our report dated June 24, 1993, on our audit of The First National
Bank of West Chester 401(k) Plan as of December 31, 1992 and 1991, and for the
years then ended, which report is included in this annual report on Form 11-K.
CLARKE, NICOLINI & ASSOCIATES, LTD.
West Chester, Pennsylvania
Dated: 03-25-96 /S/ CLARKE, NICOLINI & ASSOCIATES, LTD.
-------- ---------------------------------------
