FIRST NATIONAL COMMUNITY BANCORP, INC.
                                      PROXY
                FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD
                                  MAY 16, 2001

THIS PROXY IS SOLICITED  ON BEHALF OF THE BOARD OF  DIRECTORS OF FIRST  NATIONAL
COMMUNITY BANCORP, INC.

     The undersigned  hereby appoints Dr. Charles Bannon,  Frank Caputo and Paul
Latzanich,  and each or any of them,  proxies of the undersigned with full power
of substitution to vote all of the shares of First National  Community  Bancorp,
Inc. that the  undersigned  may be entitled to vote at First National  Community
Bancorp,  Inc.'s  Annual  Meeting of  Shareholders,  to be held at the company's
Exeter Office,  1625 Wyoming Avenue,  Exeter,  Pennsylvania 18643, on Wednesday,
May  16,  2001,  at  9:00  a.m.,  prevailing  time,  and at any  adjournment  or
postponement of the meeting as follows:

1.   ELECTION OF DIRECTORS: To elect four Class C Directors to serve for a three
     year term and until their successors are elected and qualified.


         NOMINEES:

         Joseph Coccia

         William P. Conaboy

         Dominick L. DeNaples

         John P. Moses

         _________ FOR all nominees (except as indicated to the contrary below)


         INSTRUCTION:  To withhold authority to vote for any individual
         nominee, write that nominee's name in the following space.

       ----------------------------------------------------------------

         _________AGAINST all nominees


THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THESE NOMINEES.





2.   Proposal to Approve and Adopt the First National Community Bancorp,  Inc.
     2000 Stock Incentive Plan.

                 FOR               AGAINST              ABSTAIN
        ---------        ----------            ---------

         THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.

3.   Proposal to Approve and Adopt the First National Community Bancorp,  Inc.
     2000 Independent Directors Stock Option Plan.


                  FOR              AGAINST              ABSTAIN
       -----------       ----------            ---------

         THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL.

4.   In their  discretion,  the proxies are  authorized  to vote upon such other
     business  properly  presented at the annual meeting and any  adjournment or
     other postponement of the meeting.

         THIS PROXY, WHEN PROPERLY SIGNED AND DATED, WILL BE VOTED IN THE MANNER
         DIRECTED BY THE UNDERSIGNED SHAREHOLDERS. IF NO DIRECTION IS MADE, THIS
         PROXY WILL BE VOTED FOR ALL NOMINEES  LISTED ABOVE AND FOR  PROPOSALS 2
         and 3.

                        Dated: ______________________2001

                                  Signed:__________________________

                                       --------------------------

THIS PROXY MUST BE DATED,  SIGNED BY THE SHAREHOLDER(S) AND RETURNED PROMPTLY TO
REGISTRAR  AND  TRANSFER  COMPANY  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.


I (We) do _____ do not _____ expect to attend the annual meeting.






                     FIRST NATIONAL COMMUNITY BANCORP, INC.
                             102 East Drinker Street
                           Dunmore, Pennsylvania 18512

                    NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

         Notice is hereby given that, pursuant to its Bylaws and the call of its
Board of Directors,  the 2001 Annual Meeting of  Shareholders  of First National
Community  Bancorp,  Inc.  will be held at the  company's  Exeter  Office,  1625
Wyoming Avenue, Exeter,  Pennsylvania 18643, on Wednesday,  May 16, 2001 at 9:00
a.m., prevailing time, to consider and vote upon the following matters:

1.   To elect four Class C Directors  to serve for a  three-year  term and until
     their successors are elected and qualified;

2.   To approve  and adopt the First  National  Community  Bancorp,  Inc. 2000
     Stock Incentive Plan;

3.   To approve  and adopt the First  National  Community  Bancorp,  Inc. 2000
     Independent Directors Stock Option Plan;

4.   To transact any other business properly presented at the annual meeting and
     any adjournment or postponement of the meeting.

         The Board of  Directors  fixed the close of business on March 31, 2001,
as the record  date for  determining  shareholders  entitled to notice of and to
vote at the meeting.

         Please refer to the attached proxy statement and the 2000 Annual Report
to  Shareholders.  You may obtain a copy of the annual report to shareholders on
Form 10-K  including the financial  statements  and exhibits for the 2000 fiscal
year at no cost by  contacting  William S. Lance,  Treasurer,  102 East  Drinker
Street, Dunmore,  Pennsylvania 18512. Copies of the company's first quarter 2001
financial  information,  as  required  to be filed on Form  10-Q,  will  also be
available from William S. Lance on or after May 15, 2001.


PLEASE MARK, SIGN AND RETURN YOUR PROXY PROMPTLY IN THE ENCLOSED SELF-ADDRESSED,
STAMPED  ENVELOPE,  WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON.  IF
YOU DO ATTEND THE MEETING, YOU MAY VOTE YOUR SHARES IN PERSON.

      By Order of the Board of Directors,




     J. David Lombardi, President and Chief Executive Officer


    Dunmore, Pennsylvania
    April 16, 2001




                     FIRST NATIONAL COMMUNITY BANCORP, INC.
                             102 EAST DRINKER STREET
                           DUNMORE, PENNSYLVANIA 18512







                           OTC BB TRADING SYMBOL: FNCB






                                 PROXY STATEMENT
                                     FOR THE
                       2001 ANNUAL MEETING OF SHAREHOLDERS








                Mailed to Shareholders on or about April 16, 2001












                                 PROXY STATEMENT
                                TABLE OF CONTENTS
                                                                            PAGE
Frequently Asked Questions and Answers                                      I

General Information                                                         1

    Voting Procedures                                                       3

Principal Beneficial Owners Of The Company's Common Stock                   4

    Principal Owners                                                        4
    Beneficial Ownership by Directors, Principal Officers and Nominees      5

PROPOSAL 1.  Election Of Directors                                          6

    Information as to Nominees, Directors and Executive Officers            7
    The Boards of Directors                                                 9

Audit Committee                                                             9

    Report of the Audit Committee                                          10

Executive Compensation

    Summary Compensation Table                                             11
    Option Grants                                                          13
    Compensation of Directors                                              14
    Employment Agreement                                                   15
    Profit Sharing Plan                                                    16
    Compensation Report of the Board of Directors                          17
    Board of Director Interlocks and Insider Participation                 19

PROPOSAL 2.  Proposal to Approve and Adopt the First National              20
              Community Bancorp, Inc. 2000 Stock Incentive Plan

PROPOSAL 3.  Proposal to Approve and Adopt the First National              23
              Community Bancorp, Inc. 2000 Independent Director's
              Stock Option Plan

Stock Performance Graph And Table                                          25
Certain Relationships And Related Transactions                             27
Principal Officers of the Company                                          27
Principal Officers of the Bank                                             28
Independent Auditors                                                       29
Legal Proceedings                                                          29
Shareholder Proposals                                                      30
Other Matters                                                              30
Additional Information                                                     30

Appendix A:       Audit Committee Charter                                 A-1
Appendix B:       2000 Stock Incentive Plan                               B-1
Appendix C:       2000 Independent Directors Stock Option Plan            C-1



                     FREQUENTLY ASKED QUESTIONS AND ANSWERS



Q:   WHO IS ENTITLED TO VOTE?

A:   Shareholders  as of the close of  business  on March 31,  2001 (the  record
     date). Each share of common stock is entitled to one vote.


Q:   HOW DO I VOTE?

A:   There are two methods. You may vote by completing and mailing your proxy or
     by attending  the annual  meeting and voting in person.  (See page 3 of the
     proxy statement for more details).


Q:   HOW DOES DISCRETIONARY AUTHORITY APPLY?

A:   If you sign your proxy but do not make any  selections,  you give authority
     to Dr. Charles Bannon,  Frank Caputo and Paul Latzanich,  as proxy holders,
     to vote on the three  proposals and any other matters that may arise at the
     meeting.


Q:   IS MY VOTE CONFIDENTIAL?

A:   Yes.  Only the Judge  of Election and the proxy holders will have access to
     your proxy. All comments will remain  confidential unless you ask that your
     name be disclosed.


Q:   WHO WILL COUNT THE VOTES?

A:   Leonard A. Verrastro will tabulate the votes and act as Judge of Election.


Q:   WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY?

A:   Your shares are  probably  registered  differently  or are in more than one
     account.  Sign and return all  proxies to ensure  that all your  shares are
     voted.




                                        I




Q:   WHAT CONSTITUTES A QUORUM?

A:   As of March 31,  2001,  2,524,606  shares of common  stock were  issued and
     outstanding.  A majority of the outstanding shares,  present or represented
     by proxy, constitutes a quorum. If you vote by proxy or in person, you will
     be considered part of the quorum.


Q:   WHAT PERCENTAGE OF STOCK DO THE DIRECTORS AND OFFICERS OWN?

A:   Approximately  27% of our common stock as of March 31, 2001. (See page 5 of
     the proxy statement for more details).


Q:   WHAT ARE THE SOLICITATION EXPENSES?

A:   First National Community Bancorp, Inc., has retained Registrar and Transfer
     Company of Cranford,  New Jersey as its transfer  agent. In its capacity as
     transfer  agent,   Registrar  and  Transfer  Company  will  assist  in  the
     distribution of proxy materials and  solicitation of votes for a stated fee
     of $300 plus out-of-pocket expenses.


Q:   WHO ARE THE LARGEST PRINCIPAL SHAREHOLDERS?

A:   Louis A. DeNaples, as of March 31, 2001
     Dominick L. DeNaples, as of March 31, 2001
     (See page 4 of the proxy statement for more details).


Q:   WHEN ARE THE 2002 SHAREHOLDER PROPOSALS DUE?

A:   As a  shareholder,  you must submit your proposal in writing by January 16,
     2002, to Michael J.  Cestone,  Jr.,  Secretary,  First  National  Community
     Bancorp,  Inc. at 102 East Drinker Street,  Dunmore,  PA 18512. (See page 6
     with regard to director nomination procedures).





                                       II




                                 PROXY STATEMENT
                    FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
                     FIRST NATIONAL COMMUNITY BANCORP, INC.
                           TO BE HELD ON MAY 16, 2001

                               GENERAL INFORMATION

Date, Time and Place of Annual Meeting

         This proxy  statement is being  furnished for the  solicitation  by the
Board of Directors of First  National  Community  Bancorp,  Inc., a Pennsylvania
business  corporation and registered financial holding company, of proxies to be
voted at the company's Annual Meeting of  Shareholders.  The annual meeting will
to be  held  at the  company's  Exeter  Office,  1625  Wyoming  Avenue,  Exeter,
Pennsylvania  18643 on Wednesday,  May 16, 2001, at 9:00 a.m.,  prevailing time.
All  inquiries  regarding  the annual  meeting  should be directed to William S.
Lance, Treasurer.  This proxy statement and the enclosed form of proxy are first
being sent to shareholders of the company on or about April 16, 2001.

Purpose of the Annual Meeting

         At the annual meeting, shareholders will be requested:

o    to elect four Class C Directors  to serve for a  three-year  term and until
     their successors are duly elected and qualified;

o    to approve  and adopt the First  National  Community  Bancorp,  Inc. 2000
     Stock Incentive Plan;

o    to approve  and adopt the First  National  Community  Bancorp,  Inc. 2000
     Independent Directors Stock Option Plan; and

o    to  transact  any other  business  as may  properly  come before the annual
     meeting and any adjournment or postponement of the meeting.

         We have not authorized anyone to provide you with information about the
company;  therefore,  you should rely only on the information  contained in this
document  or on  documents  to which we refer you.  Although  we believe we have
provided you with all the  information  helpful to you in your decision to vote,
events  may  occur at First  National  Community  Bancorp,  Inc.  subsequent  to
printing  this proxy  statement  that might affect your decision or the value of
your stock.

Record Date, Quorum, Voting Rights

         The company's  Board of Directors  fixed the close of business on March
31, 2001 as the record date for the  determination  of shareholders  entitled to
notice of and to vote at the annual meeting. On the record date, the company had
2,524,606  outstanding  shares of common stock,  par value $1.25 per share,  the
only  authorized  class  of  stock,  which  was  held  by  approximately   1,000
shareholders.
                                        1



         Under  Pennsylvania  law and the company's  By-laws,  the presence of a
quorum,  in person or by proxy,  is required for each matter to be acted upon at
the  annual  meeting.  The  presence  of a quorum,  in  person  or by proxy,  of
shareholders  entitled  to cast at  least a  majority  of the  votes  which  all
shareholders  are entitled to cast,  constitutes a quorum for the transaction of
business at the annual meeting.  Votes withheld and abstentions  will be counted
in determining the presence of a quorum. Broker non-votes will not be counted in
determining  the presence of a quorum for the particular  matter as to which the
broker withheld authority.

         Each holder of common  stock is  entitled to one vote,  in person or by
proxy,  for each share of common stock held in his or her name in the  company's
books as of the  record  date.  Assuming  the  presence  of a  quorum,  the four
nominees for director receiving the highest number of votes will be elected.

         Assuming the presence of a quorum,  the affirmative  vote of at least a
majority of the votes that all  shareholders are entitled to cast (a majority of
the outstanding  number of shares on the record date) is required to approve and
adopt  both the 2000 Stock  Incentive  Plan and the 2000  Independent  Directors
Stock Option Plan.  Abstentions  and broker  non-votes do not constitute  "votes
cast" and, therefore, do not count either FOR or AGAINST the proposal.  However,
abstentions  and broker  non-votes  have the  practical  effect of reducing  the
number of  affirmative  votes  required to achieve a majority  for the matter by
reducing the total  number of shares  voted from which the required  majority is
calculated.


Solicitation of Proxies


         The cost of preparing,  assembling,  printing,  mailing and  soliciting
proxies,  and any additional material that the company sends to its shareholders
in connection with the annual meeting,  will be paid by the company. In addition
to  solicitation by mail,  directors,  officers and employees of the company and
First National  Community Bank may solicit proxies from shareholders  personally
or by telephone,  telegram,  facsimile or other similar means without additional
compensation.   Arrangements  will  be  made  with  brokerage  firms  and  other
custodians,  nominees and fiduciaries to forward proxy solicitation materials to
the beneficial  owners of the common stock held of record by these persons,  and
upon  their  request,  the  company  will  reimburse  them for their  reasonable
forwarding expenses.

         If your shares are registered directly in your name with First National
Community Bancorp,  Inc.'s transfer agent,  Registrar and Transfer Company,  you
are considered,  with respect to those shares,  the  shareholder of record,  and
these proxy  materials  are being sent  directly to you by the  company.  As the
shareholder of record, you have the right to grant your voting proxy directly to
the proxy holder or to vote in person at the meeting. The company has enclosed a
proxy card for your use.






                                        2




         If your  shares are held in a stock  brokerage  account or by a bank or
other nominee,  you are considered the "beneficial  owner" of the shares held in
street name, and these proxy materials are being forwarded to you by your broker
or nominee which is considered, with respect to those shares, the shareholder of
record. As the beneficial owner, you have the right to direct your broker how to
vote and are also  invited to attend the meeting.  However,  because you are not
the  shareholder  of  record,  you may not vote  these  shares  in person at the
meeting.  Your broker or nominee has enclosed a voting  instruction card for you
to use in directing the broker or nominee how to vote your shares.

Voting and Revocation of Proxies

         Shares  represented by proxies properly signed,  executed and returned,
unless subsequently  revoked,  will be voted at the annual meeting in accordance
with the instructions made by the shareholders.  If a proxy is signed,  executed
and returned without indicating any voting instructions,  the shares represented
by the proxy will be voted FOR the election of all nominees and FOR the approval
and adoption of the 2000 Stock  Incentive Plan and FOR the approval and adoption
of the 2000 Independent Directors Stock Option Plan. Execution and return of the
enclosed  proxy will not affect your right to attend the annual meeting and vote
in person,  after giving  notice to Michael J.  Cestone,  Jr.,  Secretary of the
company.

         A  shareholder  of the company who returns a proxy may revoke the proxy
prior to the time it is voted in any one of the following ways:

o    by  giving  written  notice of  revocation  to  Michael  J.  Cestone,  Jr.,
     Secretary  of First  National  Community  Bancorp,  Inc.,  102 East Drinker
     Street, Dunmore, Pennsylvania 18512-2491; or

o    by executing a later-dated proxy and giving written notice to the Secretary
     of the company; or

o    by voting in person after  giving  written  notice to the  Secretary of the
     company.

         Attendance  by a  shareholder  at the  annual  meeting  will not itself
constitute a revocation of the proxy.

         You have the right to vote and,  if  desired,  to revoke your proxy any
time before the annual  meeting.  Should you have any questions,  please contact
William S. Lance, Treasurer at (570) 346-7667.










                                        3



            PRINCIPAL BENEFICIAL OWNERS OF THE COMPANY'S COMMON STOCK


Principal Owners


         The  following  table sets forth,  as of March 31,  2001,  the name and
address  of each  person  who owns of  record  or who is  known by the  Board of
Directors  to  be  the  beneficial  owner  of  more  than  5% of  the  company's
outstanding common stock, the number of shares beneficially owned by such person
and the  percentage  of the  company's  outstanding  common stock so owned.  The
footnote  to the  following  table  is set  forth  on page 5 under  the  section
entitled "Beneficial Ownership by Directors, Principal Officers and Nominees."

                                                         Percent of Outstanding
                                                                    Common Stock
Name and Address      Shares Beneficially Owned (1)        Beneficially Owned
----------------      -----------------------------        ------------------

Louis A. DeNaples               206,869                           8.19%
400 Mill Street
Dunmore, PA  18512

Dominick L. DeNaples            189,741                           7.52%
400 Mill Street
Dunmore, PA  18512
























                                        4




Beneficial Ownership by Directors, Principal Officers and Nominees

         The following  table sets forth,  as of March 31, 2001,  the amount and
percentage of the company's  common stock  beneficially  owned by each director,
each nominee for director and all principal officers,  directors and nominees of
the company as a group.  This  information  has been  furnished by the reporting
persons.

      Name of Individual           Amount and Nature of            Percent
      or Identity of Group        Beneficial Ownership (1)        of Class
     ---------------------        ------------------------        ---------
Michael G. Cestone                       11,345(2)                   .45%
Michael J. Cestone, Jr.                  36,392(3)                  1.44%
Joseph Coccia                            17,807                      .71%
William P. Conaboy                        2,283(4)                   .09%
Dominick L. DeNaples                    189,741(5)                  7.52%
Louis A. DeNaples                       206,869(6)                  8.19%
Joseph J. Gentile                       104,590(7)                  4.14%
Martin F. Gibbons                        12,657(8)                   .50%
Joseph O. Haggerty                        4,087                      .16%
George N. Juba                           14,644                      .58%
William S. Lance                            980                      .04%
J. David Lombardi                        28,974(9)                  1.15%
John P. Moses                             3,348                      .13%
John R. Thomas                           38,648(10)                 1.53%

All Directors and Principal Officers
as a Group (14)                         672,365                    26.63%

As used throughout the proxy statement,  the term "Principal Officers" refers to
the company's Executive Officers including President and Treasurer.

(1)  The  securities  "beneficially  owned" by an individual  are  determined in
     accordance with the definitions of "beneficial  ownership" set forth in the
     regulations  of the  Securities  and  Exchange  Commission  and may include
     securities owned by or for the  individual's  spouse and minor children and
     any other  relative who has the same home, as well as  securities  that the
     individual  has or shares  voting or  investment  power or has the right to
     acquire  beneficial  ownership within sixty (60) days after March 31, 2001.
     Beneficial  ownership may be  disclaimed  as to certain of the  securities.
     Unless  otherwise  indicated,  all  shares  are  beneficially  owned by the
     reporting person  individually or jointly with his spouse. All numbers here
     have been rounded to the nearest whole number.

(2)  Includes  606 shares held in street name and 275 shares held  jointly  with
     his children.

(3)  Includes   21,566  shares  held  in  street  name  and  8,090  shares  held
     individually by his spouse.

(4)  Includes 1,820 shares held in street name.

(5)  Includes 20,526 shares held jointly with his children.

(6)  Includes 2,302 shares held individually by his spouse and 10,003 shares
     held jointly with his children.

(7)  Includes   2,800  shares  held  in  street  name  and  22,073  shares  held
     individually by his spouse.

(8)  Includes 6,980 shares held in street name.

(9)  Includes 14,165 shares held in street name, 102 shares held individually by
     his spouse and 152 shares held by his children.

(10)  Includes 5,679 shares held individually by his spouse.

                                        5





     PROPOSAL 1:
                              ELECTION OF DIRECTORS

         In accordance  with Sections 9.2 and 9.3 of the company's By Laws,  the
company has a classified  Board of Directors with staggered  three-year terms of
office. In a classified board, the directors are generally divided into separate
classes of equal number.  The terms of the separate classes expire in successive
years. The company's Board of Directors is classified into three classes - Class
A,  Class  B,  and  Class C.  Thus,  at each  annual  meeting  of  shareholders,
successors to the class of directors whose term then expires are elected to hold
office for a term of three years. Therefore,  the term of office of one class of
directors expires in each year. The Board of Directors is authorized to increase
the number of directors that constitutes the whole Board of Directors;  provided
that  the  total  number  of  directors   in  each  class   remains   relatively
proportionate to the others.

         Pursuant  to Section  9.1 of the  company's  By-Laws,  nominations  for
election to the Board of Directors  may be made by the Board of Directors or any
shareholder entitled to vote for the election of directors.  Any shareholder who
intends to nominate a candidate  for election to the Board of  Directors  (other
than a candidate  proposed by the company's  then  existing  Board of Directors)
must notify the  company's  Secretary  in writing not less than 60 days prior to
the date of any  shareholder  meeting called for the election of directors.  The
notification  must contain the following  information to the extent known by the
notifying shareholder:

a)   the name and address of each proposed nominee;

b)   the age of each proposed nominee;

c)   the principal occupation of each proposed nominee;

d)   the number of shares of the  company's  common stock owned by each proposed
     nominee;

e)   the  total  number  of  shares  that,  to the  knowledge  of the  notifying
     shareholder, will be voted for each proposed nominee;

f)   the name and residential address of the notifying shareholder; and

g)   the number of shares of the  company's  common stock owned by the notifying
     shareholder.

         Any  nomination  for director not made in  accordance  with Section 9.1
will be disregarded by the presiding  officer of the annual  meeting,  and votes
cast for each such nominee will be disregarded by the judges of election. In the
event that the same  person is  nominated  by more than one  shareholder,  if at
least one nomination  for such person  complies with Section 9.1, the nomination
will be honored and all votes cast for the nominee will be counted.




                                        6





         Unless  otherwise  instructed,  the proxy holders will vote the proxies
received for the election of the four nominees for Class C Director named below.
If any nominee should become  unavailable to serve for any reason,  proxies will
be  voted in  favor  of a  substitute  nominee  as  designated  by the  Board of
Directors.  The Board of  Directors  has no reason to believe  that the nominees
named  will be  unable  to  serve,  if  elected.  Any  vacancy  on the  Board of
Directors,  including  vacancies  resulting  from an  increase  in the number of
directors, will be filled by a majority of the remaining members of the Board of
Directors and each person so appointed  will be a director  until the expiration
of the term of office of the class to which he or she was appointed. Election of
a director  requires an  affirmative  vote of a majority of the shares of common
stock represented at the annual meeting.

         Cumulative  voting  rights do not exist with respect to the election of
directors.  Except as may otherwise be provided by statute or by the Articles of
Incorporation,  at every shareholders meeting, each shareholder entitled to vote
has the right to one vote for each  common  share owned on the record date fixed
for the meeting.  For example, if a shareholder owns 100 shares of common stock,
he or she may cast up to 100 votes for each of the  nominees for director in the
class to be elected.

Information As To Nominees and Directors

         The following table contains, as of March 31, 2001, certain information
with respect to the nominees and the  directors  whose terms of office expire in
2001, 2002 and 2003,  respectively.  You will find information about their share
ownership on page 5.




                              Age as of              Principal Occupation                     Director Since
     Name                    March 31, 2001          For Past Five Years                       Company/Bank
     -----                   --------------          -------------------                       -------------
                                                                                      

CLASS C DIRECTORS WHOSE TERM EXPIRES IN 2001 AND NOMINEES FOR CLASS C DIRECTORS
 WHOSE TERM WILL EXPIRE IN 2004

Joseph Coccia                       46               President, Coccia Ford, Inc;                1998/1998
                                                     President, Coccia Lincoln Mercury, Inc.

William P. Conaboy                  42               Vice President, General Counsel,            1998/1998
                                                     Allied Services

Dominick L. DeNaples (2)            63               President, F&L Realty Corp.;                1998/1987
                                                     Vice President, DeNaples Auto
                                                     Parts Inc.; Vice President, Keystone
                                                     Landfill, Inc.

John P. Moses                       54               Partner, Moses & Gelso, L.L.P.              1999/1999
                                                     (Attorneys at Law)

George N. Juba (3)                  74               Consultant to the Bank                      1998/1973



                                        7










                              Age as of             Principal Occupation                   Director Since
     Name                    March 31, 2001         For Past Five Years                    Company/Bank
     -----                   --------------         -------------------                    -------------
                                                                                  

CLASS A DIRECTORS WHOSE TERM EXPIRES IN 2002

Michael J. Cestone, Jr. (1)       69                President, M.R. Company (Real            1998/1969
                                                    Estate Corporation); CEO,
                                                    S.G. Mastriani Co.;
                                                    Secretary of the Board of
                                                    the Bank since 1971

Joseph J. Gentile                 70                President, Dunmore Oil Co., Inc          1998/1989

Joseph O. Haggerty                61                Retired Superintendent,                  1998/1987
                                                    Dunmore School District

Louis A. DeNaples (2)             60                President, DeNaples Auto                 1998/1972
                                                    Parts, Inc.; President, Keystone
                                                    Landfill Inc.; Vice President
                                                    F&L Realty Corp; Chairman of the
                                                    Board of the Company since 1998







                               Age as of              Principal Occupation                 Director Since
     Name                    March 31, 2001           For Past Five Years                Company/Bank
     -----                 ----------------           -------------------               -------------
                                                                               


CLASS B DIRECTORS WHOSE TERM EXPIRES IN 2003


Michael G. Cestone (1)            38                 President, S.G. Mastriani               1998/1988
                                                     Company (General Contractor)

Martin F. Gibbons                 85                 Partner, Gibbons Ford                   1998/1979

J. David Lombardi                 52                 President and Chief Executive Officer   1998/1986
                                                     of the Company since 1998 and of the
                                                     Bank since 1988

John R. Thomas                    83                 Chairman of the Board, Wesel            1998/1967
                                                     Manufacturing Company (design
                                                     and manufacturing of precision
                                                     machinery)

(1)      Michael G. Cestone is the son of Michael J. Cestone, Jr.
(2)      Messrs. Louis A. DeNaples and Dominick L. DeNaples are brothers.
(3)      On February  28,  2001,  the Board of  Directors of the company and the
         bank approved and adopted  resolutions which named Mr. George N. Juba a
         Director Emeritus of both the company and the bank effective at the end
         of his current  board term which  expires May 16, 2001.  This title was
         bestowed upon Mr. Juba in recognition of the valuable  contributions he
         has made during his  forty-eight  years of  service.  Mr. Juba is not a
         nominee for Class C director and will not be standing  for  re-election
         at the 2001 annual meeting.


                                        8



The Boards Of Directors


     During 2000, the company's Board of Directors held six meetings.  Directors
received no remuneration for attendance at these meetings. Each of the directors
attended at least 75% of the meetings of the company's  Board of Directors  with
the exception of Mr. Martin F. Gibbons and Mr. George N. Juba.

     During 2000,  First  National  Community  Bank's Board of Directors held 23
meetings.  Each of the  directors  attended at least 75% of the  meetings of the
bank's Board of Directors  with the  exception of Mr.  Martin F. Gibbons and Mr.
George N. Juba.

     The company's  directors  generally  function as a full board. In lieu of a
nominating committee, the full board nominates the slate for the election of the
Board of Directors. In lieu of a compensation committee, the full board appoints
and sets compensation of officers and directors.

     The bank maintains a Senior Loan Committee to meet on alternating  weeks as
deemed necessary.  Membership on this committee  consists of the bank's Chairman
and  President and Chief  Executive  Officer who are  permanent  members.  Other
members of the Board of Directors are appointed on a rotating  basis  quarterly,
with no more than three  members  appointed  from this group at any one time. In
2000, this committee held 10 meetings.  Each appointed  director was present for
more than 75% of the meetings for which they were scheduled except Mr. George N.
Juba.


                                 Audit Committee

         Recently enacted Securities and Exchange Commission regulations require
each  publicly-registered  company  to include  in its  annual  proxy  statement
certain information about its audit committee and a report from that committee.

Information about the Company's Audit Committee and its Charter

         The company  maintains a standing audit committee.  The company's Board
of Directors  adopted a written charter for the Audit Committee.  A copy of that
charter is  included  as  Appendix A at the end of this  proxy  statement.  Each
member of the Audit Committee is independent,  as that  term  is  defined in the
listing standards of the New York Stock Exchange relating to audit committees.











                                        9




Report of the Audit Committee

February 28, 2001

To the Shareholders of First National Community Bancorp:

We have reviewed and discussed with management the Company's audited financial
statements as of and for the year ended December 31, 2000.

We have discussed with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61, Communication with Audit
Committees, as amended, by the Auditing Standards board of the American
Institute of Certified Public Accountants.

We have received and reviewed the written disclosures and the letter from the
independent auditors required by Independence Standard No.1, Independence
Discussions with Audit Committee, as amended by the Independence Standards
Board, and have discussed with the auditors the auditors' independence.

Based on the reviews and discussions referred to above, we recommend to the
Board of Directors that the financial statements referred to above be included
in the Company's Annual Report on Form 10-K for the year ended December 31, 2000
and filed with the Securities and Exchange Commission.

This report of the Audit Committee shall not be deemed incorporated by reference
by any general statement incorporating by reference this proxy statement into
any filing under the Securities Act of 1933, as amended, or the Securities
Exchange Act of 1934, as amended, except to the extent that the company
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.

                           Louis A. DeNaples, Committee Chairman
                  Joseph Coccia                      Martin F. Gibbons
                  William P. Conaboy                 Joseph O. Haggerty
                  Dominick L. DeNaples               John P. Moses
                  Joseph J. Gentile                  John R. Thomas














                                       10



                             EXECUTIVE COMPENSATION

         Shown  below is  information  concerning  the annual  compensation  for
services in all  capacities  to the  company  and the bank for the fiscal  years
ended  December 31, 2000,  1999, and 1998 of those persons who were, at December
31, 2000,

o    the Chief Executive Officer

o    the four other most highly  compensated  executive officers of the company,
     to the  extent  such  persons'  total  annual  salary  and  bonus  exceeded
     $100,000.



                           Summary Compensation Table

                                   Annual Compensation                        Long-Term Compensation
                          -------------------------------------- ----------------------------------------------
                                                                         Awards                  Payouts
                                                                 --------------------   -----------------------
                                                                           Securities
   Name and                                          Other      Restricted Underlying                  All
   Principal                                        Annual        Stock      Option/     LTIP         Other
   Position        Year    Salary      Bonus     Compensation     Awards      SARs      Payouts   Compensation
                           ($)(1)     ($)(2)        ($)(3)         ($)       (#)(4)       ($)        ($)(5)
      (a)          (b)       (c)        (d)           (e)          (f)         (g)        (h)          (i)
---------------- -------- ---------- ---------- ---------------- --------- ------------ -------- --------------
                                                                         
J. David           2000   $199,000   $275,000         -             -         3,000        -        $28,868
Lombardi,          1999    179,000    250,000         -             -           -          -         25,604
President and      1998    179,000    250,000         -             -           -          -         25,979
Chief
Executive
Officer of the
Company and
the Bank

Thomas P.          2000     94,500    60,000          -             -         2,000        -         14,777
Tulaney,           1999     92,000    50,000          -             -           -          -         14,164
Executive Vice     1998     87,135    40,000          -             -           -          -         12,538
President
Of the Bank

Gerard A.
Champi,            2000     87,000    60,000          -             -         2,000        -         14,008
Executive Vice     1999     84,500    50,000          -             -           -          -         13,359
President          1998     79,634    40,000          -             -           -          -         11,496
Of the Bank

Stephen J.         2000     71,500    30,000          -             -         2,000        -          9,339
Kavulich,          1999     69,000    27,000          -             -           -          -          9,228
First Senior       1998     64,414    24,000          -             -           -          -          7,845
Vice
President
Of the Bank





                                       11




(1)  Includes directors' fees of $24,000 in each of 2000, 1999 and 1998, for Mr.
     Lombardi.

(2)  Cash bonuses are awarded at the  conclusion of a fiscal year based upon the
     Board of  Directors'  subjective  assessment of the bank's  performance  as
     compared  to  both  budget  and  prior  fiscal  year  performance,  and the
     individual contributions of the officers involved.

(3)  The named executive officers did not receive  perquisites or other personal
     benefits during 2000 which,  in the aggregate,  exceeded  $50,000 or 10% of
     the named  executive  officers'  salary and bonus earned during  the  year.
     Perquisites and other personal  benefits  which  were received by the named
     executives  were  valued  based on their cost to the bank.

(4)  The amounts listed represent stock options granted to the persons listed in
     the form of qualified  incentive  stock  options  which were granted at the
     fair market value on the date of grant.  All options are  exercisable  upon
     receipt of  shareholder  approval  and  expire ten years  after the date on
     which the award is granted. If the corporation or its shareholders  execute
     an agreement to dispose of all or  substantially  all of the  corporation's
     assets,  resulting in a change of ownership,  then all  outstanding  awards
     shall become immediately exercisable.

(5)  For Mr. Lombardi,  includes $16,368, $16,096, and $16,471contributed by the
     bank  pursuant to the  Employees'  Profit  Sharing Plan for 2000,  1999 and
     1998,  respectively  and includes  director's  bonus of $7,500,  in each of
     2000,  1999, and 1998. Also includes  premiums paid to purchase  additional
     life insurance in the amount of $5,000 in 2000 and $2,008 in 1999 and 1998.
     For Mr.  Tulaney,  Mr.  Champi,  and Mr.  Kavulich,  represents the amounts
     contributed by the bank to the Employees'  Profit Sharing Plan in the years
     shown.
























                                       12




Option Grants in 2000

         The following  table shows the stock  options  granted to the company's
executive officers in 2000, and their potential value at the end of the option's
term, assuming certain levels of appreciation of the company's common stock.



                      OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                                                                            Potential Realizable Value
                                                                                             At Assumed Annual Rate of
                                                                                            Stock Price Appreciation for
                                             INDIVIDUAL GRANTS                                     Option Term (1)
                            --------------------------------------------------------------- ----------------------------
                              Number of          Percent of
                             Securities         Total Stock
                             Underlying         Options/SARs
                             Options/SARs        Granted to      Exercise or
                               Granted          Employees in      Base Price    Expiration
             Name               (#)(2)           Fiscal Year       ($/share)        Date       5% ($)        10% ($)
--------------------------- ---------------- ----------------    ------------  ------------ -----------   -------------
                                                                                        
J. David Lombardi                3,000              12.00%          $28.55        8/30/10      $53,850       $136,560

Thomas P. Tulaney                2,000               8.00%          $28.55        8/30/10      $35,900       $ 91,040

Gerard A. Champi                 2,000               8.00%          $28.55        8/30/10      $35,900       $ 91,040

Stephen J. Kavulich              2,000               8.00%          $28.55        8/30/10      $35,900       $ 91,040


1)       The dollar  amounts under these columns are the result of  calculations
         at the 5% and  the  10%  annualized  rates  set by the  Securities  and
         Exchange Commission and therefore are not intended to forecast possible
         future appreciation, if any, of the company's common stock price.

2)       The stock  options  become  exercisable  upon  receipt  of  shareholder
         approval. All options outstanding become immediately exercisable in the
         event of a change in control.



Stock Options  and  Stock  Appreciation  Rights  Exercised  in 2000 and
     Year-End Values

         The  following  table  reflects  the number of stock  options and stock
appreciation rights exercised by the Named Executive Officers in 2000, the total
gain realized upon exercise,  the number of stock options held at the end of the
year,  and the  realizable  gain of the stock  options that are  "in-the-money."
In-the-money stock options are stock options with exercise prices that are below
the year-end stock price because the stock value increased since the date of the
grant.





                                       13







               Aggregated Option/SAR Exercises in Last Fiscal Year
                        And Fiscal Year-End Option Values


                                                                          Securities                          Value of
                                                                          Underlying                        Unexercised
                                                                          Unexercised                        In-the-Money
                                                                           Options at                         Options at
                                                                         Fiscal Year-End                  Fiscal Year-End (2)
                                                                 -------------------------------
                                   Shares/SARs
                                    Acquired
                                      On             Value
            Name                   Exercise         Realized      Exercisable     Unexercisable      Exercisable  Unexercisable
            ----                   --------         --------      -----------     --------------     -----------  -------------
                                     (#)             ($)(1)           (#)              (#)              ($)              ($)
                                                                                                      
J. David Lombardi                     0                0               0              3,000              0              $3,600
Thomas P. Tulaney                     0                0               0              2,000              0              $2,400
Gerard A. Champi                      0                0               0              2,000              0              $2,400
Stephen J. Kavulich                   0                0               0              2,000              0              $2,400

(1)   Based upon the difference between the closing price of the common stock on
      the date or dates of  exercise  and the  exercise  price or prices for the
      stock options or stock appreciation rights.

(2)   Based upon the closing  price of the common  stock on December 29, 2000 of
      $29.75 per share.  As of December 31, 2000, no stock  appreciation  rights
      were outstanding under the Stock Incentive Plan.


Compensation of Directors

         During  2000,  the  company's  Board of  Directors  held six  meetings.
Directors  received no  remuneration  for  attendance  at these board  meetings.
Members of the bank's Board of Directors are  compensated  at the rate of $1,000
per board meeting,  including four  compensated  absences at full  compensation,
after  which  members  are not paid for any  unexcused  absence,  except for Mr.
George N. Juba who is compensated for unlimited  absences.  Excused absences are
limited to  non-attendance  due to other bank business.  The aggregate amount of
fees paid in 2000 was $308,000. In 2000, Michael J. Cestone, Jr., George N. Juba
and John R. Thomas  were  compensated  $31,500,  in the  aggregate,  for special
services  (respectively  Secretary,  Special Consultant and Investment  Advisor)
rendered  to the bank.  All bank  directors  also  received a bonus of $7,500 in
2000.  Members of the bank's  Senior  Loan  Committee  do not  receive a fee for
attendance at Senior Loan Committee meetings.  Members of the Audit Committee of
both the company and the bank do not receive  remuneration  for attending  Audit
Committee meetings.






                                       14



Employment Agreement

         The  bank  entered  into an  employment  agreement  with Mr.  J.  David
Lombardi,  President and Chief Executive  Officer  effective on January 1, 1990,
and as amended on September  28, 1994.  On July 8, 1998 the  company's  Board of
Directors  approved and adopted an amendment to the employment  agreement  which
added the company as a party to the  agreement.  This  agreement  is designed to
assist the company and the bank in retaining a highly qualified executive and to
help  ensure  that if the  company is faced  with an  unsolicited  tender  offer
proposal,  Mr. Lombardi will continue to manage the company without being unduly
distracted  by the  uncertainties  of his  personal  affairs and thereby will be
better able to assist in evaluating such a proposal in an objective manner.

         The  agreement  provides for a base annual  salary of $175,000 in 2001.
Additional  compensation by way of salary increases,  bonuses or fringe benefits
may be established from time to time by appropriate board action.  The agreement
does not preclude Mr. Lombardi from serving as a director of the company and the
bank or from receiving related fees.

         The  agreement  may be  terminated by the company with or without "just
cause" (as defined in the agreement),  or upon death,  permanent disability,  or
normal  retirement of Mr.  Lombardi,  or upon the termination of Mr.  Lombardi's
employment by  resignation or otherwise.  In the event  employment is terminated
with "just  cause,"  Mr.  Lombardi  shall  receive  salary  payments at his then
effective  base salary,  as if his  employment  had not been  terminated,  for a
period of three months,  excluding  bonuses or fringe or  supplemental  payments
previously  authorized  by the  Board  of  Directors.  In  the  event  that  the
employment  termination  is occasioned by the company  without "just cause," Mr.
Lombardi  shall  continue to receive each month,  for a period of two years from
the effective date of termination;

o    his monthly base salary payments from the bank at the rate in effect on the
     date of the termination

o    his monthly Board of Directors fees

o    one twelfth of the average of the  bonuses  paid to him over the  preceding
     three years, all computed as if his employment had not been terminated.

         If a "change in control" (as defined in the agreement), occurs and as a
result  thereof,  Mr.  Lombardi's  employment  is  terminated  or his  duties or
authority are substantially diminished or he is removed from the office of Chief
Executive  Officer of the reorganized  employer,  Mr. Lombardi may terminate his
employment by giving notice to the company  within sixty days of the  occurrence
of the "change in control." Upon such  termination,  the company is obligated to
pay Mr. Lombardi the total sum of the following:

o    three times his then annual base salary  which was in effect as of the date
     of the change in control

o    three times his then annual Board of Director's fee

o    three times the average of his bonuses for the prior three years.

                                       15



         Subsequent to termination,  Mr.  Lombardi may not accept  employment in
any office or branch of any  financial  institution  or subsidiary in Lackawanna
County, Pennsylvania for a period of three years, unless such severance was made
by the company without "just cause".

Profit Sharing Plan

         In 1969, the bank adopted a Profit Sharing Plan which was  subsequently
amended to comply with the Employee  Retirement  Income Security Act of 1974 and
the Tax  Equity  and  Fiscal  Responsibility  Act of 1982.  Under the plan,  any
employee  who has attained  the age of  twenty-one  is eligible to become a plan
participant  on the earlier of the first day of the  seventh  month or the first
day of the plan year  coinciding  with or following the date on which he/she has
met the eligibility requirement.  In no event shall participation commence later
than six months after the date an employee  satisfies the service  requirements.
The plan  provides  for  progressive  vesting of an  employee's  interest in the
amount  accrued to  his/her  respective  account  calculated  by the  percentage
portion of the value of the account which is nonforfeitable  based upon years of
service.

The vesting schedule is as follows:

     Years of Service                            Nonforfeitable Percentage
     ----------------                            -------------------------
     less than 3                                             0%
     3 but less than 4                                      20%
     4 but less than 5                                      40%
     5 but less than 6                                      60%
     6 but less than 7                                      80%
     7 years and at Normal Retirement                      100%

         Upon  normal  retirement,  death  prior  to  retirement,  or  permanent
disability,  the employee is entitled to 100% of the amount  credited to his/her
account,  except that, in the event of voluntary  termination or termination for
cause  prior to the end of three  years of  continuous  employment,  the  amount
credited to the  employee's  account is  forfeited.  The  maximum  amount of the
bank's annual  contribution is 15% of the aggregate salaries of all participants
under the plan,  or such  other  amount as  determined  by the  bank's  Board of
Directors   considering  net  profits  for  the  year.  In  no  event  may  such
contribution  exceed the amount deductible by the company for federal income tax
purposes.  During  the year  ended  December  31,  2000,  the  bank  contributed
$3000,000  to  this  plan  for  all  participants.   The  following  amount  was
contributed  on  behalf of the  individuals  named in the  summary  compensation
table: Mr. Lombardi,  $16,368, Mr. Tulaney, $14,777, Mr. Champi, $14,008 and Mr.
Kavulich,  $9,339. Directors who are not also bank officers or employees are not
eligible to participate in this plan.










                                       16




                  COMPENSATION REPORT OF THE BOARD OF DIRECTORS

     The full  board  of  directors  advises  our  Chief  Executive  Officer  on
compensation  matters,  determines  the  compensation  of  the  Chief  Executive
Officer,  reviews and takes action on the  recommendation of the Chief Executive
Officer as to the  appropriate  compensation of other officers and key personnel
and  approves  the grants of bonuses to officers  and key  personnel.  The Stock
Option  Administration  Committee is responsible for the  administration  of the
company's Stock Incentive Plan and the Independent Directors Stock Option Plan.

     This report of the board of directors  shall not be deemed  incorporated by
reference  by any  general  statement  incorporating  by  reference  this  proxy
statement into any filing under the  Securities Act of 1933, as amended,  or the
Securities  Exchange  Act of 1934,  as  amended,  except to the  extent  that we
specifically  incorporate this information by reference, and shall not otherwise
be deemed filed under such Acts.

                      CHIEF EXECUTIVE OFFICER COMPENSATION

     Compensation for Mr.  Lombardi's  services as President and Chief Executive
Officer is paid under the terms of an employment  agreement  between the company
and Mr.  Lombardi.  The terms of the  Employment  Agreement are described  under
"Employment Agreements". In addition to his base salary, Mr. Lombardi received a
$275,000 bonus in 2000. The Board of Directors considers the amounts paid to Mr.
Lombardi  for his  services  to the  company  to be  reasonable  in light of the
responsibilities  assumed by Mr.  Lombardi  during 2000.  Mr.  Lombardi does not
participate in the Board's determination of his own compensation.

COMPENSATION  POLICY  FOR  EXECUTIVE  OFFICERS  OTHER  THAN THE CHIEF  EXECUTIVE
OFFICER

     The Board of  Director's  fundamental  policy is to provide  our  executive
officers  with   competitive   compensation   opportunities   based  upon  their
contribution  to our  development  and  financial  success  and  their  personal
performance.  The  Board's  objective  is to have a  portion  of each  executive
officer's  compensation  contingent  upon our  performance was well as upon each
executive  officer's  own  level of  performance.  Therefore,  the  compensation
package for each executive officer is comprised of three different elements:

o    base salary which reflects individual performance and is designed primarily
     to be competitive with salary levels in the industry;

o    cash bonuses which reflect the  achievement of  performance  objectives and
     goals; and

o    long-term  stock-based  incentive  awards which strengthen the mutuality of
     interest between the executive officers and our shareholders.





                                       17



         Factors.  The principal factors that the Board of Directors  considered
with  respect to each  executive  officer's  compensation  for  fiscal  2000 are
summarized below. The Board of Directors may, however, in its discretion,  apply
entirely different factors for executive compensation in future years.

o    Base Salary.  The base salary for each executive  officer was determined on
     the  basis  of  the  following  factors:   experience,   expected  personal
     performance,  the salary levels in effect for comparable  positions  within
     and without the industry, internal base salary comparability considerations
     and the responsibilities assumed by the executive. The weight given to each
     of these factors  differed from  individual to individual,  as the Board of
     Directors believed appropriate.

o    Bonus.   Bonus   represents   the  variable   component  of  the  executive
     compensation  program  that  is  tied  to our  performance  and  individual
     achievement.  Our policy is to base a significant  portion of our executive
     officer's cash compensation on bonus. In determining  bonuses, the Board of
     Directors  considers  factors such as relative  performance  of the company
     during the year and the individual's  contribution to our performance,  the
     need to attract, retain and motivate high quality executives as well as the
     degree to which the executive  officer met or exceeded  certain  objectives
     established for him/her.

o    Long-term Incentive Compensation. Long-term incentives are provided through
     grants of stock options.  The grants are designed to align the interests of
     each  executive  officer  with those of the  shareholders  and provide each
     individual  with a  significant  incentive  to manage the company  from the
     perspective of an owner with an equity stake.  Each option grant allows the
     individual to acquire shares of our common stock at a fixed price per share
     over a  specified  period  of time up to ten  years.  The  number of shares
     subject  to  each  option  grant  is  set at a  level  intended  to  create
     meaningful  opportunity for appreciation  based on the executive  officer's
     current  position with the company,  the size of comparable  awards made to
     individuals in similar  positions  within the industry and the individual's
     personal  performance in recent  periods.  However,  the Board of Directors
     does not adhere to any specific guidelines as to the granting of options to
     our executive officers. Options to acquire an aggregate of 25,000 shares of
     our common stock were granted to executive officers in fiscal 2000.













                                       18



       INTERNAL REVENUE CODE LIMITS ON THE DEDUCTIBILITY OF COMPENSATION

         Section  162(m)  of the  Internal  Revenue  Code of 1986,  as  amended,
generally denies  publicly-held  corporations a federal income tax deduction for
compensation  exceeding $1,000,000 paid to the Chief Executive Officer or any of
the four other  highest paid  executive  officers,  excluding  performance-based
compensation.  Through  December 31, 2000,  this  provision  has not limited our
ability  to  deduct  executive  compensation,  but the Board of  Directors  will
continue to monitor  the  potential  impact of Section  162(m) on our ability to
deduct executive compensation.  The First National Community Bancorp, Inc. Stock
Incentive  Plan has been  designed,  and, to the extent deemed  advisable by the
Stock Option  Administration  Committee,  will be  administered in a manner that
will  enable the  company to deduct  compensation  attributable  to options  and
without regard to such deduction limitation.

         We believe that our  compensation  philosophy  of paying our  executive
officers with competitive salaries,  cash bonuses and long-term  incentives,  as
described in this report,  serves the best interests of First National Community
Bancorp, Inc. and its shareholders.

                               BOARD OF DIRECTORS

                          Louis A. DeNaples, Chairman
               Michael J. Cestone, Jr.       Martin F. Gibbons
               Michael G. Cestone            Joseph O. Haggerty
               Joseph Coccia                 George N. Juba
               William P. Conaboy            J. David Lombardi
               Dominick L. DeNaples          John P. Moses
               Joseph J. Gentile             John R. Thomas


Board of Directors Interlocks and Insider Participation

     J. David Lombardi, President and Chief Executive Officer of the company and
the  bank,  is a  member  of  both  Boards  of  Directors.  Mr.  Lombardi  makes
recommendations to the Board of Directors regarding employee  compensation.  Mr.
Lombardi does not participate in conducting his own review.  The entire Board of
Directors votes to establish and approve the company's compensation policies.









                                       19




PROPOSAL 2:
                          APPROVAL AND ADOPTION OF THE
                     FIRST NATIONAL COMMUNITY BANCORP, INC.
                            2000 STOCK INCENTIVE PLAN

         On August 30, 2000,  the Board of Directors  adopted the First National
Community  Bancorp,  Inc. 2000 Stock Incentive Plan,  subject to approval by the
shareholders  at the annual  meeting.  The Board of Directors  reserved  200,000
shares of common stock for issuance  under the Stock  Incentive  Plan subject to
future adjustment for stock splits and stock dividends.  The terms and effect of
the Stock Incentive Plan are summarized below. This summary highlights  selected
information  from the 2000 Stock  Incentive  Plan and may not contain all of the
information  that is important to an individual  shareholder.  To understand the
plan fully,  and for more complete  descriptions  of the terms of the plan,  you
should  carefully  read the 2000 Stock  Incentive  Plan that is attached to this
proxy  statement as "Appendix B".  "Appendix B" is deemed to be an integral part
of this proxy statement.

         The purposes of the Stock Incentive Plan are as follows:

o    to advance the company's and the bank's  development,  growth and financial
     condition  by  providing  additional  incentives  to key officers and other
     employees by encouraging them to acquire stock ownership in the company;

o    to secure,  retain and motivate  personnel who may be  responsible  for the
     company's and the bank's operation and management; and

o    to encourage employees to contribute to enhanced corporate performance.

Term

         The Stock  Incentive  Plan  became  effective  on the date the Board of
Directors adopted it, subject to shareholder  approval and will remain effective
until all awards under the plan either have lapsed, been exercised, satisfied or
canceled.  The Board may amend,  suspend,  or terminate the plan at any time and
under no  circumstances  can awards be granted after the 10th anniversary of the
plan's effective date, or August 30, 2010.

Administration

         The Stock Option  Administration Committee  administers  and interprets
the plan. The committee also determines which key officers and other company and
bank  employees  qualify for  awards under  the Stock  Incentive  Plan and their
associated  terms and  conditions.  A person's eligibility  to  receive an award
will not exclude him or her from  participation  in any  other  company or  bank
incentive or benefit plan or program.

Awards

         The  committee may issue awards under the Stock  Incentive  Plan in the
form of:

o    Qualified  Options -- options to purchase stock intended to qualify for tax
     treatment as incentive  stock options under Internal  Revenue Code Sections
     421 and 422; these options have specific tax benefits to recipients; or



                                       20




o    Non-Qualified  Options -- options to purchase stock not intended to qualify
     for tax treatment under Internal Revenue Code Sections 421 through 424; or

o    Stock Appreciation  Rights -- rights that entitle its holder, upon exercise
     of the right,  to receive  from the  issuer,  in cash or common  stock,  an
     amount  equal to the excess of the market  value of the  underlying  common
     stock over the exercise price of the right; or

o    Restricted  Stock -- stock that is  restricted  as to  transferability  and
     subject to forfeiture  for a set period of time unless  certain  conditions
     are met.

         The committee, in its sole discretion,  determines the awards and their
terms and  conditions.  Generally,  awards may be exercised in whole or in part.
The company will use funds  received from the exercise of awards for its general
corporate  purposes.  The committee may permit the  acceleration  of any award's
exercise terms when the situation  warrants.  However,  the committee may impose
other requirements and conditions  consistent with the objective of the plan. In
addition,  the Stock  Incentive Plan provides for  acceleration  of the exercise
terms of all outstanding awards if a change of control of the company occurs.

Federal Income Tax Consequences

         An employee who receives  qualified  options will not recognize taxable
income on the grant or the exercise of the option.  If the stock acquired by the
exercise of a qualified option is held until the later of (i) 18 months from the
award's grant date,  and (ii) one year from the award's  exercise date, any gain
(or  loss)  recognized  on the  stock's  sale or  exchange  will be  treated  as
long-term  capital  gain (or loss),  and the company will not receive any income
tax deduction.  If stock acquired by the exercise of a qualified  option is sold
or exchanged before the expiration of the required holding period,  the employee
recognizes  ordinary  income in the year the  disposition  occurred in an amount
equal to the  difference  between the option price and the lesser of the stock's
fair market value on the exercise date, or the selling price.  In the event of a
disqualifying disposition, the company is entitled to an income tax deduction in
the year the  disposition  occurred in an amount equal to the amount of ordinary
income the employee recognized.

         An employee  who  receives a  non-qualified  option will not  recognize
taxable income on the grant of the award. However, upon exercise, he or she will
recognize  ordinary  income in an amount  equal to the excess of the fair market
value of the stock on the date that the option is  exercised  over the  purchase
price paid for the stock.  The company is entitled to an income tax deduction in
the year of  exercise  in an amount  equal to the amount of income the  employee
recognized.

         An employee who receives a stock  appreciation right will not recognize
taxable  income on the grant of the award.  However,  upon the  exercise  of the
stock  appreciation  right,  the employee will recognize  ordinary  income in an
amount  equal to the cash or the fair market  value of the stock  received.  The
company  is  entitled  to an  income  tax  deduction  in the year  the  employee
exercises the stock  appreciation in an amount equal to the amount of income the
employee recognized.

                                       21



         An employee who receives  restricted  stock will not recognize  taxable
income on the grant of the award if the restricted stock is non-transferable and
subject to a substantial risk of forfeiture. The employee will recognize taxable
income the first time that the rights in the restricted stock are  transferable,
or are not  subject  to a  substantial  risk  of  forfeiture,  whichever  occurs
earlier.  The employee will  recognize  taxable income in an amount equal to the
excess of the fair market value of the restricted  stock at that time,  over the
amount paid for the restricted stock.  However, an employee may elect to include
in his or her  taxable  income  for  the tax  year  when  the  stock  is  deemed
transferred  to the  employee,  the  excess  of the  fair  market  value  of the
restricted  stock  at the  time of the  award,  over  the  amount  paid  for the
restricted  stock.  The company is entitled  to an income tax  deduction,  in an
amount equal to the taxable  income the employee  recognized,  for the company's
taxable year in which the employee recognizes taxable income.

         This tax  discussion  is a summary and provided  for the  shareholders'
convenience.  The federal income tax  consequences  to any plan recipient and to
the company  may vary from those  described  above,  depending  upon  individual
actions and circumstances.

         The Board of Directors  recommends a vote FOR the following  resolution
that will be presented at the annual meting:

                  "RESOLVED,  that the First National  Community  Bancorp,  Inc.
                  2000 Stock  Incentive  Plan, the text of which is set forth in
                  its entirety in "Appendix  B" to the proxy  statement  for the
                  2001  Annual  Meeting  of  Shareholders,  is hereby  approved,
                  adopted,  ratified and  confirmed by the  shareholders  of the
                  company."

         A  majority  of  shareholders   entitled  to  vote  must  vote  in  the
affirmative  to approve and adopt the Stock  Incentive  Plan.  The proxy holders
will vote FOR the above  resolution  unless  shareholders  specify  otherwise on
their proxy cards.

     The Board of  Directors  recommends  a vote FOR the proposal to approve and
adopt the First National Community Bancorp, Inc. 2000 Stock Incentive Plan.
















                                       22



PROPOSAL 3:
                            APPROVAL AND ADOPTION OF THE
                    FIRST NATIONAL COMMUNITY BANCORP, INC.
                  2000 INDEPENDENT DIRECTORS STOCK OPTION PLAN


         On August 30, 2000,  the Board of Directors  adopted the First National
Community Bancorp, Inc. 2000 Independent Directors Stock Option Plan, subject to
shareholder  approval at the annual  meeting.  The Board of  Directors  reserved
100,000  shares of common  stock for  issuance  under the plan subject to future
adjustments due to stock splits, payments of stock dividends or other changes in
the company's capital structure. The terms and effect of the plan are summarized
below. This summary  highlights  selected  information from the 2000 Independent
Directors Stock Option Plan and may not contain all of the  information  that is
important to an individual  shareholder.  To understand the plan fully,  and for
more  complete  descriptions  of the  terms  of the  plan,  shareholders  should
carefully read the 2000  Independent  Directors  Stock Option Plan,  attached to
this proxy  statement as "Appendix C".  "Appendix C" is deemed to be an integral
part of this proxy statement.

         The  purposes of the  Independent  Directors  Stock  Option Plan are as
follows:


o    to secure, retain and motivate non-employee company directors;

o    to advance the company's and the bank's  development,  growth and financial
     condition by providing additional  incentives to non-employee  directors by
     encouraging them to acquire stock ownership in the company; and

o    to align the  interests of  non-employee  directors  with the  interests of
     shareholders,  including the interest in the  appreciation of the company's
     common stock.

Term

         The  Independent  Directors  Stock Option Plan became  effective on the
date the Board of Directors adopted it, subject to shareholder approval and will
remain  effective  until all awards  under the plan  either  have  lapsed,  been
exercised, satisfied or canceled. The Board may amend, suspend, or terminate the
plan at any time and under no circumstances can awards be granted after the 10th
anniversary of the plan's effective date, or August 30, 2010.

Administration

         The Stock Option  Administration  Committee  administers and interprets
the plan.  The  committee  also  determines  the  number of stock  options to be
awarded under the plan and their associated  terms and conditions.  A director's
eligibility  to receive an award will not exclude him or her from  participation
in any other company or bank incentive or benefit plan or program.



                                       23



                             Eligibility and Grants

         Only  directors who are not officers or employees of the company or the
bank are eligible to receive awards under the plan. Each  non-employee  director
will be granted stock options  annually at the discretion of the committee.  The
purchase  price of a share of common stock subject to a stock option will be the
fair market value,  as defined in the plan, on the grant date. The recipient may
exercise his or her stock options for three years after the grant date.

         If a director  ceases to be a director  for any reason,  the  remaining
portion of that director's  unexercised stock options  terminates one year after
the director's  termination  date. If a director dies prior to the expiration of
that  director's  stock options  without having fully exercised his or her stock
options, then, to the extent that the stock options were exercisable at the time
of death,  the deceased  director's  legal  representative  or  beneficiary  may
exercise the stock options within one year after the director's death.

Federal Income Tax Consequences

         The options  issued  pursuant to the plan will not qualify as incentive
stock options within the meaning of Sections 421 and 422 of the Internal Revenue
Code.  Under the  provisions  of the Code as in effect on the date of this proxy
statement,  a director who receives a  non-qualified  option will not  recognize
taxable income on the grant of the option.  However,  upon  exercise,  he or she
will  recognize  ordinary  income in an amount  equal to the  excess of the fair
market value of the stock on the exercise date over the purchase  price paid for
the stock.  The company is entitled to an income tax  deduction  in the year the
option was  exercised  in an amount  equal to the amount of income the  director
recognized.

         The Board of Directors  recommends a vote FOR the following  resolution
which will be presented at the annual meeting:

                  "RESOLVED,  that the First National  Community  Bancorp,  Inc.
                  2000  Independent  Directors  Stock Option  Plan,  the text of
                  which is set  forth in its  entirety  in  "Appendix  C" to the
                  proxy  statement for the 2001 Annual Meeting of  Shareholders,
                  is hereby  approved,  adopted,  ratified and  confirmed by the
                  shareholders of the company."

         A  majority  of  shareholders   entitled  to  vote  must  vote  in  the
affirmative  to approve and adopt the Stock  Incentive  Plan.  The proxy holders
will vote FOR the above  resolution  unless  shareholders  specify  otherwise on
their proxy cards.

     The Board of  Directors  recommends  a vote FOR the proposal to approve and
adopt the First National  Community  Bancorp,  Inc. 2000  Independent  Directors
Stock Option Plan.







                                       24




                        STOCK PERFORMANCE GRAPH AND TABLE

         The following graph and table compare the cumulative total  shareholder
return on the  company's  common  stock  during the period  December  31,  1995,
through and including December 31, 2000, with

o    the cumulative total return for all stocks traded on the S&P 500 index

o    the  cumulative  total return on all bank stocks traded on the NASDAQ Stock
     Market

o    the  cumulative  total return on the SNL Securities  Corporate  Performance
     Index for banks with assets between $500 million and $1 billion.

          The comparison  assumes $100 was invested on December 31, 1995, in the
company's  common stock and in each of the below indices and assumes further the
reinvestment of dividends into the applicable securities. The shareholder return
shown on the graph  and  table  below is not  necessarily  indicative  of future
performance.































                                       25




                     First National Community Bancorp, Inc.





                            Total Return Performance

                                                                          Period Ending
                                             -------------------------------------------------------------------------
      INDEX                                   12/31/95     12/31/96     12/31/97    12/31/98    12/31/99    12/31/00
      -------------------------------------- ------------ ------------ ----------- ----------- ----------- -----------
                                                                                             
      First National Community Bancorp            100.00       141.51      180.38      255.56      388.44      321.55
      S&P 500                                     100.00       122.86      163.86      210.64      254.97      231.74
      NASDAQ Bank Index                           100.00       132.04      221.06      219.64      211.15      241.10
      SNL $500-$1B Bank Index*                    100.00       125.01      203.22      199.81      184.96      177.04

     (*) SNL Securities is a research and publishing  firm  specializing  in the
         collection  and  dissemination  of  data  on the  banking,  thrift  and
         financial services industries.

     Assumes a $100  investment  on December  31, 1995 and  reinvestment  of all
     dividends.
































                                       26



                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         There have been no  material  transactions  between  the company or the
bank,  nor any material  transactions  proposed,  with any director or executive
officer of the company or the bank, or any  associate of the foregoing  persons.
The  company  and the bank have  engaged in and intend to  continue to engage in
banking and  financial  transactions  in the  ordinary  course of business  with
directors  and  officers  of the company  and the bank and their  associates  on
comparable  terms and with similar  interest rates as those prevailing from time
to time for other  bank  customers.  Total  loans  outstanding  from the bank at
December  31,  2000,  to the  company's  officers  and  directors as a group and
members of their immediate families and companies in which they had an ownership
interest of 10% or more were  $21,947,000  or 47.00% of the bank's  total equity
capital.  Loans to these  persons were made in the ordinary  course of business,
were  made on  substantially  the  same  terms,  including  interest  rates  and
collateral,  as those  prevailing at the time for comparable  transactions  with
other persons,  and did not involve more than the normal risk of  collectability
or present other  unfavorable  features.  The aggregate  amount of  indebtedness
outstanding  as of the latest  practicable  date,  March 31, 2001,  to the above
described group was $18,603,000.




                        PRINCIPAL OFFICERS OF THE COMPANY

         The  following  table  sets  forth,  as of  March  31,  2001,  selected
information about the principal officers of the company, each of whom is elected
by the  Board  of  Directors  and  each  of whom  holds  office  at the  Board's
discretion.
                                                                    Number of
                            Office and                               Shares       Age as of
                           Position with                          Beneficially     March 31,
Name                       the Company           Held Since         Owned (1)         2001
----                       -----------          -----------       ----------       ---------
                                                                       

Louis A. DeNaples          Chairman of             1998             206,869            60
                           the Board

J. David Lombardi          President and           1998              28,974            52
                           Chief Executive
                           Officer

Michael J. Cestone, Jr.    Secretary               1998              36,392            69

William S. Lance           Treasurer               1998                 980            41


(1) All shares are owned  individually or jointly with a spouse unless otherwise
    indicated.  For additional  details on the shares  beneficially  owned,  see
    "Beneficial Ownership by Directors, Principal Officers and Nominees" on page
    5.






                                       27







                         PRINCIPAL OFFICERS OF THE BANK

         The  following  table  sets  forth,  as of  March  31,  2001,  selected
information about the principal officers of the bank, each of whom is elected by
the Board of Directors and each of whom holds office at the Board's discretion.

                                                                             Number of
                             Office and                          Bank          Shares        Age as  of
                           Position with                       Employee      Beneficially     March 31,
Name                         the Bank          Held Since        Since         Owned (1)         2001
----                       -------------       ----------     ----------      ----------       ----------
                                                                               

Louis A. DeNaples          Chairman of            1988              (2)         206,869           60
         (1)               the Board

J. David Lombardi          President and          1988              1981         28,974           52
         (1)               Chief Executive
                           Officer

Gerard A. Champi           Executive              1998              1991          2,035           40
      (3)(4)               Vice President

Thomas P. Tulaney          Executive              1998              1994          1,445           41
      (5)(6)               Vice President

Stephen J. Kavulich        First Senior           1998              1991          7,005           55
     (7)(8)                Vice President

William S. Lance           First Senior           1999              1991            980           41
     (1)(9)                Vice President

(1)      All  shares are owned  individually  or  jointly  with a spouse  unless
         otherwise indicated.  For additional details on the shares beneficially
         owned, see "Beneficial  Ownership by Directors,  Principal Officers and
         Nominees" on page 5.

(2)      Mr. Louis A. DeNaples is a non-employee member of the Board of Directors of the Bank.

(3)      Mr. Champi is the Retail Sales Division Manager.

(4)      Includes 1,782 shares held in street name and 253 shares as custodian for his minor children.

(5)      Mr. Tulaney is the Commercial Sales Division Manager.

(6)      Includes 1,210 shares held in street name.

(7)      Mr. Kavulich is the Loan Administration/Compliance Division Manager.

(8)      Includes  2,453 shares held  individually  by his spouse and 1,959 shares held as custodian for his minor
         children.

(9)      Mr. Lance is the Finance Control Division Manager.


                                       28






                              INDEPENDENT AUDITORS

         Demetrius & Company,  L.L.C.,  Certified Public Accountants,  of Wayne,
New Jersey,  has been  appointed as the  company's  independent  auditor for the
fiscal year ending  December 31,  2001.  Services for 2001 will include an audit
and opinion on the  company's  consolidated  financial  statements  as well as a
review of the  schedules to be included in the  company's  Form 10-K filing with
the Securities and Exchange  Commission.  All professional  services rendered by
Demetrius & Company will be  furnished at customary  rates and terms after Board
approval.  Demetrius & Company served as the company's  independent auditors for
the 2000 fiscal year.

         Robert  Rossi & Co.,  Olyphant,  PA,  has been  retained  as  assistant
auditor and as such will perform all audit procedures  necessary for the purpose
of assisting the lead auditor in their expression of an opinion on the company's
financial statements. In addition to performing customary audit services, Robert
Rossi & Co.  will  assist the company  with the  preparation  of its federal and
state tax returns,  and will provide  assistance in connection  with  regulatory
matters,  charging the company for such services at its customary hourly billing
rates.  Robert Rossi & Co. was retained in the same capacity during 2000.  These
non-audit  services  are  approved  by the  company's  and the bank's  Boards of
Directors  after the Boards review the nature and expense  associated  with such
services and their conclusion that there is no effect on the independence of the
accountants.

         Aggregate  fees billed to the  corporation  and the bank by Demetrius &
Company and Robert Rossi & Company,  the independent  accountants,  for services
rendered during the year ended December 31, 2000, were as follows:

       Audit Fees                                         $28,000

       Financial Information Systems                      $     0
       Design and Implementation Fees

       All Other Fees                                     $10,500


                                LEGAL PROCEEDINGS

         The nature of the company's and the bank's business generates a certain
amount  of  litigation  involving  matters  arising  in the  ordinary  course of
business.  However,  in the opinion of  management  of the company and the bank,
there are no proceedings pending to which the company and the bank is a party or
to which their  property is  subject,  which,  if  determined  adversely  to the
company and the bank,  would be material  in relation to the  company's  and the
bank's undivided profits or financial  condition,  nor are there any proceedings
pending other than ordinary routine  litigation  incident to the business of the
company and the bank. In addition,  no material  proceedings  are pending or are
known to be  threatened  or  contemplated  against  the  company and the bank by
government authorities or others.




                                       29





                  SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING

         In order for a shareholder  proposal to be considered  for inclusion in
First National Community Bancorp,  Inc.'s proxy statement for next year's annual
meeting,  the  written  proposal  must be  received by the company no later than
January  16,  2002.  Any  proposal  must  comply with  Securities  and  Exchange
Commission  regulations  regarding  the  inclusion of  shareholder  proposals in
company-sponsored proxy materials. If a shareholder proposal is submitted to the
company after January 16, 2002, it is  considered  untimely;  and,  although the
proposal may be considered at the annual  meeting,  the company is not obligated
to include it in the 2002 proxy  statement.  Similarly,  in compliance  with the
company's Bylaws,  shareholders  wishing to nominate a candidate for election to
the Board of  Directors,  must notify the  Secretary in writing not less than 60
days prior to the date of the meeting.  Shareholders  must deliver any proposals
or nominations in writing to the Secretary of First National  Community Bancorp,
Inc.  at its  principal  executive  office,  102  E.  Drinker  Street,  Dunmore,
Pennsylvania  18512.  See page 6 for more information  about  nominations to the
Board of Directors.

                                  OTHER MATTERS

         The  Board  of  Directors  knows  of no other  business  which  will be
presented for consideration at the meeting other than as stated in the Notice of
Meeting. However, if other matters properly come before the meeting, the matters
will be voted in accordance with the  recommendations of the Board of Directors,
and authority to do so is included in the proxy.


                             ADDITIONAL INFORMATION

         A copy of the company's  annual report to  shareholders  for its fiscal
year ended December 31, 2000, was mailed on March 30, 2001. A representative  of
the  accounting  firm which examined the financial  statements  contained in the
annual report will attend the annual meeting.  This representative will have the
opportunity  to make a  statement,  if he or she  desires  to do so, and will be
available to respond to any appropriate  questions  presented by shareholders at
the annual meeting.

         In accordance with  Securities  Exchange Act Rule  14a-3(3)(1),  in the
future,  First  National  Community  Bancorp,  Inc.  intends to deliver only one
annual report and proxy  statement to multiple  shareholders  sharing an address
unless we receive contrary  instructions  from one or more of the  shareholders.
This  method  of  delivery  is known as  "householding".  Upon  written  or oral
request,  the company will promptly deliver a separate copy of the annual report
or proxy statement, as applicable, to a shareholder at a shared address to which
a single copy of the documents was delivered.  Further,  shareholders can notify
the company by writing or calling William S. Lance,  Treasurer of First National
Community  Bancorp,  Inc. at 102 E. Drinker Street,  Dunmore,  PA 18512 or (570)
346-7667 and inform us that the shareholder wishes to receive a separate copy of
an annual  report or proxy  statement  in the future.  In  addition,  if you are
receiving multiple copies of the company's annual report or proxy statement, you
may  request  that we  deliver  only a single  copy of annual  reports  or proxy
statements by notifying us at the above address or telephone number.


                                       30


                                   APPENDIX A

                     FIRST NATIONAL COMMUNITY BANCORP, INC.

                             AUDIT COMMITTEE CHARTER


The primary  function of the Audit Committee  (Committee) is to assist the Board
of Directors in fulfilling  its  responsibility  for  overseeing the quality and
integrity of the accounting, auditing, internal control, and financial reporting
practices  of First  National  Community  Bancorp,  Inc.  (Corporation)  and its
subsidiary   First  National   Community  Bank  (Bank).   In  carrying  out  its
responsibilities,  the  Committee  believes its policies and  procedures  should
remain flexible, in order to best react to changing conditions and to ensure the
directors and shareholders that the corporate accounting and reporting practices
of  the  Corporation  and  the  Bank  are  in  accordance  with  all  accounting
requirements.

The Committee encourages continuous improvement of, and fosters adherence to the
corporation's policies, procedures, and practices at all levels.

The Audit Committee's primary duties and responsibilities are to:
o    Review the financial  reports and other financial  information  provided by
     the Corporation to any governmental body or the public.
o    Review the  Corporation's  system of internal controls  regarding  finance,
     accounting,  and legal  compliance.  o Review the  Corporation's  auditing,
     accounting,  and  financial  reporting  process.  o Review and appraise the
     audit efforts of the Corporation's  independent auditor and internal audit.
     o Provide an open avenue of communication  between the independent auditor,
     senior management, internal audit, and the Board of Directors.

The  Committee  shall be comprised of at least three  directors as determined by
the  Board,  each of whom  shall be  independent  directors,  and free  from any
relationship  that,  in the  opinion  of the  Board,  would  interfere  with the
exercise  of his/her  independent  judgment  as a member of the  Committee.  The
Board,  at the annual  reorganization  meeting,  shall  elect the members of the
Audit  Committee.  One member of the Committee shall be appointed as chair.  The
chair shall be responsible for leadership of the Committee, including scheduling
and  presiding  over  meetings.  The  Committee  shall  meet at least four times
annually,  or more frequently as  circumstances  dictate.  The Committee may ask
members of  management  or others to attend the meeting  and  provide  pertinent
information as necessary.

The Committee,  at its discretion,  and without prior permission of the Board of
Directors and Management shall be able to retain counsel or other advisors.

To fulfill its  responsibilities and duties, the Audit Committee shall: o Review
and update this charter annually.
o    Determine  annually whether all audit committee  members are independent of
     management of the institution.
o    Review the  organization's  annual financial  statements and any reports or
     other  financial  information  submitted to any  governmental  body, or the
     public,   including  any  report,   opinion,  or  review  rendered  by  the
     independent auditor prior to issuance.
o    Ensure that  financial  management and the  independent  auditor review the
     10-Q prior to its filing or release of earnings.
o    Recommend to the Board of Directors the selection  and  termination  of the
     independent  auditor  and  approve  the fees to be paid to the  independent
     auditor.
o    Annually, review with the independent auditor all significant relationships
     to determine the auditor's independence.
o    Review  with  management  and the  independent  auditor  the scope of audit
     services,  significant accounting policies,  adequacy of internal controls,
     compliance with laws and regulations, and audit conclusions.
o    Oversee the Internal  Audit  Division.  Review the proposed audit plans for
     the coming year.
o    Review the audit  reports  prepared  by the  Internal  Audit  Division  and
     management's responses to these reports.
o    Maintain  minutes or other records of meetings and  activities of the Audit
     Committee.



                                      A-1



                                   APPENDIX B

                     FIRST NATIONAL COMMUNITY BANCORP, INC.

                            2000 STOCK INCENTIVE PLAN


1.   Purpose.  The  purpose  of this  Stock  Incentive  Plan (the  "Plan") is to
     advance the development,  growth and financial  condition of First National
     Community Bancorp, Inc. (the "Corporation") and each subsidiary thereof, as
     defined in Section 424 of the  Internal  Revenue  Code of 1986,  as amended
     (the  "Code"),  by  providing  incentives  through   participation  in  the
     appreciation of the common stock of the  Corporation to secure,  retain and
     motivate  personnel  who  may be  responsible  for  the  operation  and for
     management  of the affairs of the  Corporation  and any  subsidiary  now or
     hereafter existing ("Subsidiary").

2.   Term. The Plan is effective  August 30,  2000,the day it was adopted by the
     Corporation's Board of Directors (the "Board"),  and shall be presented for
     approval at the next meeting of the Corporation's shareholders. Any and all
     options  and  rights  awarded  under the Plan (the  "Awards")  before it is
     approved by the Corporation's  shareholders  shall be conditioned upon, and
     may not be exercised  before,  receipt of shareholder  approval,  and shall
     lapse upon failure to receive such approval.  Unless previously  terminated
     by the Board,  the Plan shall terminate on, and no options shall be granted
     after, the tenth anniversary of the effective date of the Plan.

3.   Stock  Subject  to Plan.  Shares of the  Corporation's  common  stock  (the
     "Stock"),  that may be issued  under  the Plan  shall  not  exceed,  in the
     aggregate,  200,000  shares,  as may be  adjusted  pursuant  to  Section 19
     hereof.  Shares may be either authorized and unissued shares, or authorized
     shares,  issued  by  and  subsequently  reacquired  by the  Corporation  as
     treasury  stock.  Under no  circumstances  shall any  fractional  shares be
     awarded  under the Plan.  Except as may be otherwise  provided in the Plan,
     any Stock  subject to an Award that,  for any reason,  lapses or terminates
     prior to exercise,  shall again become  available for grant under the Plan.
     While  the  Plan is in  effect,  the  Corporation  shall  reserve  and keep
     available the number of shares of Stock needed to satisfy the  requirements
     of the Plan.  The  Corporation  shall apply for any requisite  governmental
     authority  to issue  shares under the Plan.  The  Corporation's  failure to
     obtain  any  such   governmental   authority,   deemed   necessary  by  the
     Corporation's legal counsel for the lawful issuance and sale of Stock under
     the Plan,  shall relieve the  Corporation of any duty, or liability for the
     failure to issue or sell the Stock.


                                      B-1


4.   Operation  and  Administration.  The  ability  to  control  and  manage the
     operation and administration of the Plan shall be vested in the Board or in
     a committee of two or more members of the Board, selected by the Board (the
     "Committee"). The Committee  shall  have  the  authority and  discretion to
     interpret  the Plan,  to  establish,  amend  and  rescind  any  rules  and
     regulations relating to the Plan, to determine the terms  and provisions of
     any  agreements  made  pursuant  to  the  Plan,  and  to  make  any and all
     determinations that may be necessary or advisable for the administration of
     the Plan.  Any interpretation of the Plan by the Committee and any decision
     made by the Committee under the Plan is final and binding.

     The Committee shall be responsible and shall have full,  absolute and final
     power of authority to determine  what,  to whom,  when and under what facts
     and  circumstances  Awards  shall be made,  and the  form,  number,  terms,
     conditions  and  duration  thereof,  including  but  not  limited  to  when
     exercisable,  the number of shares of Stock subject thereto,  and the stock
     option exercise prices.  The Committee shall make all other  determinations
     and decisions,  take all actions and do all things necessary or appropriate
     in and for the administration of the Plan. No member of the Committee or of
     the Board shall be liable for any decision, determination or action made or
     taken in good faith by such person under or with respect to the Plan or its
     administration.

5.   Awards.  Awards may be made  under the Plan in the form of:

     (a)  "Qualified  Options" to purchase Stock,  which are intended to qualify
          for certain tax treatment as incentive  stock  options under  Sections
          421 and 422 of the Code,

     (b)  "Non-Qualified  Options" to purchase Stock,  which are not intended to
          qualify under Sections 421 through 424 of the Code,

     (c)  Stock Appreciation Rights ("SARs"), or

     (d)  "Restricted  Stock". More than one Award may be granted to an eligible
          person,  and the grant of any Award  shall not  prohibit  the grant of
          another Award,  either to the same person or otherwise,  or impose any
          obligation  to exercise on the  participant.  All Awards and the terms
          and conditions  thereof shall be set forth in written  agreements,  in
          such form and content as approved by the Committee  from time to time,
          and shall be  subject  to the  provisions  of the Plan  whether or not
          contained in such agreements.  Multiple Awards for a particular person
          may  be  set  forth  in a  single  written  agreement  or in  multiple
          agreements,  as  determined  by the  Committee,  but in all cases each
          agreement  for one or more Awards  shall  identify  each of the Awards
          thereby represented as a Qualified Option, Non-Qualified Option, Stock
          Appreciation Right or Restricted Stock, as the case may be.

6.   Eligibility and Participation.  Persons eligible to receive Awards shall be
     those  key  officers  and  other  employees  of the  Corporation  and  each
     Subsidiary,  as  determined  by the  Committee.  Subject  to the  terms and
     conditions of the Plan, the Committee shall  determine and designate,  from
     time to time, from among the eligible employees,  those persons who will be
     granted  one  or  more   Awards   under  the  Plan,   and  thereby   become
     "Participants"  in the Plan.  A  person's  eligibility  to receive an Award
     shall not confer  upon him or her any right to receive an Award.  Except as
     otherwise provided, a person's eligibility to receive, or actual receipt of
     an Award under the Plan shall not limit or affect his or her benefits under
     or eligibility  to  participate  in any other  incentive or benefit plan or
     program of the Corporation or of its affiliates.

                                      B-2




7.   Qualified Options. In addition to other applicable  provisions of the Plan,
     all Qualified  Options and Awards thereof shall be under and subject to the
     following terms and conditions:

     (a)  No  Qualified  Option  shall be awarded more than ten (10) years after
          the  date  the Plan is  adopted  by the  Board or the date the Plan is
          approved by the Corporation's shareholders, whichever is earlier;

     (b)  The time period during which any Qualified  Option is exercisable,  as
          determined by the Committee,  shall not commence before the expiration
          of six (6) months or continue  beyond the expiration of ten (10) years
          after the date the Qualified Option is awarded;

     (c)  If a  participant,  who was awarded a Qualified  Option,  ceases to be
          employed by the  Corporation  or any  Subsidiary  for any reason other
          than his or her  death,  the  Committee  may  permit  the  participant
          thereafter  to exercise  the option  during its  remaining  term for a
          period of not more than three (3) months after cessation of employment
          to  the  extent  that  the  Qualified  Option  was  then  and  remains
          exercisable,   unless  such  employment   cessation  was  due  to  the
          participant's  disability, as defined in Section 22(e)(3) of the Code,
          in which case the three (3) month  period shall be twelve (12) months;
          if  the  participant  dies  while  employed  by the  Corporation  or a
          Subsidiary,  the  Committee  may  permit the  participant's  qualified
          personal  representatives,  or any persons  who acquire the  Qualified
          Option   pursuant   to  his  or  her  Will  or  laws  of  descent  and
          distribution,  to exercise the  Qualified  Option during its remaining
          term for a period  of not more  than  twelve  (12)  months  after  the
          participant's  death to the extent that the Qualified  Option was then
          and remains exercisable; the Committee may impose terms and conditions
          upon and for the exercise of a Qualified Option after the cessation of
          the participant's employment or his or her death;

     (d)  The purchase price of Stock subject to any Qualified  Option shall not
          be less than the Stock's fair market  value at the time the  Qualified
          Option is awarded  and shall not be less than the  Stock's  par value;
          and

     (e)  Qualified  Options  may not be sold,  transferred  or  assigned by the
          participant except by will or the laws of descent and distribution.

                                      B-3





8.   Non-Qualified  Options.  In addition to other applicable  provisions of the
     Plan,  all  Non-Qualified  Options  and Awards  thereof  shall be under and
     subject to the following terms and conditions:

     (a)  The time period during which any  Non-Qualified  Option is exercisable
          shall not commence before the expiration of six (6) months or continue
          beyond  the   expiration   of  ten  (10)  years  after  the  date  the
          Non-Qualified Option is awarded;

     (b)  If a participant, who was awarded a Non-Qualified Option, ceases to be
          eligible under the Plan,  before lapse or full exercise of the option,
          the Committee may permit the participant to exercise the option during
          its remaining term, to the extent that the option was then and remains
          exercisable,  or for  such  time  period  and  under  such  terms  and
          conditions as may be prescribed by the Committee;

     (c)  The purchase  price of a share of Stock  subject to any  Non-Qualified
          Option shall not be less than the Stock's par value; and

     (d)  Except as otherwise  provided by the  Committee,  Non-Qualified  Stock
          Options  granted  under  the  Plan  are  not  transferable  except  as
          designated  by the  participant  by Will and the laws of  descent  and
          distribution.

9.   Stock  Appreciation  Rights. In addition to other applicable  provisions of
     the Plan,  all SARs and Awards  thereof  shall be under and  subject to the
     following terms and conditions:

     (a)  SARs may be  granted  either  alone,  or in  connection  with  another
          previously or contemporaneously granted Award (other than another SAR)
          so as to operate in tandem  therewith  by having the  exercise  of one
          affect the right to exercise the other,  as and when the Committee may
          determine;  however,  no SAR shall be  awarded  in  connection  with a
          Qualified  Option  more than ten (10) years after the date the Plan is
          adopted  by  the  Board  or the  date  the  Plan  is  approved  by the
          Corporation's stockholders, whichever date is earlier;

     (b)  Each SAR shall entitle the participant to receive upon exercise of the
          SAR all or a portion of the excess of (i) the fair market value at the
          time of such  exercise  of a  specified  number  of shares of Stock as
          determined by the Committee, over (ii) a specified price as determined
          by the  Committee  of such  number of shares of Stock  that,  on a per
          share  basis,  is not less than the Stock's  fair market  value at the
          time  the SAR is  awarded,  or if the SAR is  connected  with  another
          Award,  such lesser  percentage of the Stock purchase price thereunder
          as may be determined by the Committee;

                                      B-4





     (c)  Upon exercise of any SAR, the participant shall be paid either in cash
          or in Stock,  or in any  combination  thereof,  as the Committee shall
          determine;  if such  payment  is to be made in  Stock,  the  number of
          shares  thereof  to be  issued  pursuant  to  the  exercise  shall  be
          determined by dividing the amount payable upon exercise by the Stock's
          fair market value at the time of exercise;

     (d)  The time period during which any SAR is exercisable,  as determined by
          the  Committee,  shall not commence  before the  expiration of six (6)
          months;  however,  no  SAR  connected  with  another  Award  shall  be
          exercisable  beyond the last date that such other  connected Award may
          be exercised;

     (e)  If a  participant  holding a SAR,  before its lapse or full  exercise,
          ceases to be eligible  under the Plan,  the  Committee  may permit the
          participant thereafter to exercise such SAR during its remaining term,
          to the extent that the SAR was then and remains exercisable,  for such
          time period and under such terms and  conditions  as may be prescribed
          by the Committee;

     (f)  No SAR shall be awarded in connection with any Qualified Option unless
          the SAR (i) lapses no later than the expiration date of such connected
          Option,  (ii) is for not more than the  difference  between  the Stock
          purchase price under such connected Option and the Stock's fair market
          value at the time the SAR is  exercised,  (iii) is  transferable  only
          when and as such connected  Option is transferable  and under the same
          conditions,  (iv) may be exercised only when such connected Option may
          be  exercised,  and (v) may be  exercised  only when the Stock's  fair
          market value  exceeds the Stock  purchase  price under such  connected
          Option.

10.  Restricted  Stock. In addition to other applicable  provisions of the Plan,
     all  Restricted  Stock and Awards thereof shall be under and subject to the
     following terms and conditions:

     (a)  Restricted Stock shall consist of shares of Stock that may be acquired
          by and issued to a participant  at such time,  for such or no purchase
          price,  and under and subject to such  transfer,  forfeiture and other
          restrictions,  conditions  or  terms as  shall  be  determined  by the
          Committee, including but not limited to prohibitions against transfer,
          substantial  risks of  forfeiture  within the meaning of Section 83 of
          the Code, and attainment of performance or other goals,  objectives or
          standards, all for or applicable to such time periods as determined by
          the Committee;

                                      B-5





     (b)  Except  as  otherwise  provided  in the Plan or the  Restricted  Stock
          Award, a participant holding shares of Restricted Stock shall have all
          the rights as does a holder of Stock, including without limitation the
          right to vote such shares and receive  dividends with respect thereto;
          however,  during the time period of any  restrictions,  conditions  or
          terms applicable to such Restricted  Stock, the shares thereof and the
          right to vote the same and  receive  dividends  thereon  shall  not be
          sold,  assigned,   transferred,   exchanged,  pledged,   hypothecated,
          encumbered or otherwise disposed of except as permitted by the Plan or
          the Restricted Stock Award;

     (c)  Each  certificate  issued  for  shares of  Restricted  Stock  shall be
          deposited  with  the  Treasurer  of the  Corporation,  or  the  office
          thereof,  and shall bear a legend in substantially  the following form
          and content:

     This Certificate and the shares of stock hereby  represented are subject to
     the provisions of the Corporation's 2000 Stock Incentive Plan and a certain
     Restricted  Stock  Agreement  entered  into  between  the  holder  and  the
     Corporation pursuant to the Plan. These securities have not been registered
     under the Securities Act of 1933, as amended (the 1933 Act"),  or under the
     Pennsylvania  Securities  Act of 1972, as amended.  These  securities  were
     acquired by an affiliate of the issuer  directly from the issuer.  As such,
     these  securities are "Restricted  Securities" as defined in Securities and
     Exchange  Commission Rule 144 promulgated under the 1933 Act, and cannot be
     resold  without  compliance  with  the  requirements  of Rule  144,  or the
     registration requirements of the 1933 Act or without another exemption from
     the requirements of the 1933 Act.

     The  holder of the  shares  of  Common  Stock as  specified  on this  stock
     Certificate  recognizes  and  agrees  not to sell the  stock  for a minimum
     period  of one (1) year  after  the  date of the  purchase  of such  stock.
     Subsequent  to the one (1) year holding  period,  these shares shall not be
     deemed to be  restricted  securities  but may be subject to certain  resale
     limitations. The release of this Certificate and the shares of Stock hereby
     represented shall occur only as provided by the Plan and Agreement,  a copy
     of which are on file with the Treasurer of the Corporation.

     Upon the lapse or  satisfaction of the  restrictions,  conditions and terms
     applicable to the Restricted  Stock, a certificate  for the shares of Stock
     free of  restrictions  and  without  the  legend  shall  be  issued  to the
     participant;

                                      B-6





     (d)  If a  participant's  employment  with the  Corporation or a Subsidiary
          ceases  for  any  reason  prior  to the  lapse  of  the  restrictions,
          conditions or terms applicable to his or her Restricted  Stock, all of
          the   participant's   Restricted  Stock  still  subject  to  unexpired
          restrictions, conditions or terms shall be forfeited absolutely by the
          participant  to the  Corporation  without  payment or  delivery of any
          consideration  or  other  thing of  value  by the  Corporation  or its
          affiliates,  and thereupon and thereafter  neither the participant nor
          his or her  heirs,  personal  or  legal  representatives,  successors,
          assigns,  beneficiaries, or any claimants under the participant's Last
          Will or laws of  descent  and  distribution,  shall have any rights or
          claims  to or  interests  in the  forfeited  Restricted  Stock  or any
          certificates  representing  shares  thereof,  or  claims  against  the
          Corporation or its affiliates with respect thereto.

11.  Exercise. Except as otherwise provided in the Plan, Awards may be exercised
     in whole or in part by giving  written  notice  thereof to the Treasurer of
     the  Corporation,  identifying  the Award to be  exercised,  the  number of
     shares of Stock with respect thereto,  and other  information  pertinent to
     exercise  of the  Award.  The  purchase  price of the  shares of Stock with
     respect  to  which an Award is  exercised  shall be paid  with the  written
     notice of exercise,  either in cash or in  securities  of the  Corporation,
     including  securities issuable  hereunder,  at its then current fair market
     value, or in any  combination  thereof,  as the Committee shall  determine.
     Funds received by the  Corporation  from the exercise of any Award shall be
     used for its general corporate purposes.

     The number of shares of Stock  subject to an Award  shall be reduced by the
     number  of shares  of Stock  with  respect  to which  the  participant  has
     exercised  rights under the Award.  If a SAR is awarded in connection  with
     another  Award,  the number of shares of Stock that may be  acquired by the
     participant  under the other connected Award shall be reduced by the number
     of shares of Stock with respect to which the  participant has exercised his
     or her SAR, and the number of shares of Stock subject to the  participant's
     SAR shall be  reduced  by the  number of  shares of Stock  acquired  by the
     participant pursuant to the other connected Award.

     The Committee may permit an acceleration of previously established exercise
     terms of any Awards as,  when,  under  such  facts and  circumstances,  and
     subject  to such  other  or  further  requirements  and  conditions  as the
     Committee may deem necessary or appropriate. In addition:

                                      B-7





     (a)  if the Corporation or its shareholders execute an agreement to dispose
          of all or substantially  all of the  Corporation's  assets or stock by
          means of sale, merger, consolidation,  reorganization,  liquidation or
          otherwise,  as a  result  of  which  the  Corporation's  shareholders,
          immediately  before  the  transaction,  will  not own at  least  fifty
          percent  (50%) of the total  combined  voting  power of all classes of
          voting  stock  of the  surviving  entity  (be it  the  Corporation  or
          otherwise) immediately after the consummation of the transaction, then
          any and all  outstanding  Awards shall  immediately  become and remain
          exercisable  or,  if the  transaction  is not  consummated,  until the
          agreement  relating to the  transaction  expires or is terminated,  in
          which case,  all Awards shall be treated as if the agreement was never
          executed;

     (b)  if there is an actual, attempted or threatened change in the ownership
          of at least  twenty-five  percent (25%) of all classes of voting stock
          of the Corporation  through the acquisition of, or an offer to acquire
          such  percentage  of the  Corporation's  voting stock by any person or
          entity,  or persons or entities  acting in concert or as a group,  and
          such  acquisition  or offer has not been duly  approved  by the Board,
          then any and all  outstanding  awards  shall  immediately  become  and
          remain exercisable; or

     (c)  if during any period of two (2) consecutive years, the individuals who
          at the beginning of such period  constituted the Board cease,  for any
          reason,  to  constitute  at least a majority of the Board  (unless the
          election of each director of the Board,  who was not a director of the
          Board at the  beginning of such  period,  was approved by a vote of at
          least  two-thirds  of the  directors  then  still in  office  who were
          directors  at the  beginning  of such  period) then any and all Awards
          shall immediately become and remain exercisable.

12.  Right of First Refusal.  Each written  agreement for an Award may contain a
     provision that requires as a condition to exercising a Qualified  Option or
     a Non  Qualified  Option  that the  participant  agree  prior  to  selling,
     transferring or otherwise disposing of any shares of Stock obtained through
     the  exercise  of the  Award to first  offer  such  shares  of Stock to the
     Corporation  for purchase.  The terms and conditions of such right of first
     refusal  shall be  determined  by the  Committee  in its sole and  absolute
     discretion, provided that the purchase price shall be at least equal to the
     Stock's fair market value as determined under paragraph 14 below, and shall
     be subject to all applicable federal and state laws, rules and regulations.

13.  Withholding.   When  a  participant  exercises  a  stock  option  or  Stock
     Appreciation  Right  awarded  under  the  Plan,  the  Corporation,  in  its
     discretion and as required by law, may require the  participant to remit to
     the  Corporation an amount  sufficient to satisfy fully any federal,  state
     and other  jurisdictions'  income  and other tax  withholding  requirements
     prior to the  delivery  of any  certificates  for  shares of Stock.  At the
     Committee's discretion, remittance may be made in cash, shares already held
     by the  participant or by the  withholding by the Corporation of sufficient
     shares  issuable  pursuant  to the  option  to  satisfy  the  participant's
     withholding obligation.


                                      B-8




14.  Value.  Where  used in the Plan,  the "fair  market  value" of Stock or any
     options or rights with respect thereto, including Awards, shall mean and be
     determined by (a) the weighted average of all reported sales thereof on the
     principal  established  domestic securities exchange on which listed during
     the thirty (30) days prior to the grant date,  and if not listed,  then (b)
     the  average  of  the  dealer  "bid"  and  "ask"  prices   thereof  on  the
     over-the-counter  market on the grant date,  as  reported  by the  National
     Association of Securities Dealers Automated Quotation System ("NASDAQ"), in
     accordance with pertinent  provisions of and principles  under the Code and
     the regulations promulgated thereunder.

15.  Amendment.  To the extent permitted by applicable law, the Board may amend,
     suspend, or terminate the Plan at any time. The amendment or termination of
     this Plan shall not,  without  the  consent of the  participants,  alter or
     impair  any  rights  or  obligations  under any  Award  previously  granted
     hereunder.

     From time to time, the Committee may rescind,  revise and add to any of the
     terms, conditions and provisions of the Plan or of an Award as necessary or
     appropriate  to have  the  Plan  and any  Awards  thereunder  be or  remain
     qualified  and  in  compliance   with  all  applicable   laws,   rules  and
     regulations,  and the Committee may delete,  omit or waive any of the terms
     conditions or provisions  that are no longer  required by reason of changes
     of applicable laws, rules or regulations, including but not limited to, the
     provisions  of  Sections  421  and  422  of  the  Code,  Section  16 of the
     Securities Exchange Act of 1934, as amended, (the "1934 Act") and the rules
     and  regulations  promulgated by the  Securities  and Exchange  Commission.
     Without limiting the generality of the preceding  sentence,  each Qualified
     Option shall be subject to such other and additional terms,  conditions and
     provisions as the Committee may deem  necessary or  appropriate in order to
     qualify as a Qualified Option under Section 422 of the Code, including, but
     not limited to, the following provisions:

     (a)  At the time a Qualified  Option is awarded,  the aggregate fair market
          value of the Stock  subject  thereto and of any Stock or other capital
          stock with respect to which incentive stock options  qualifying  under
          Sections 421 and 422 of the Code are exercisable for the first time by
          the participant  during any calendar year under the Plan and any other
          plans  of  the  Corporation  or  its  affiliates,   shall  not  exceed
          $100,000.00; and

     (b)  No Qualified Option, shall be awarded to any person if, at the time of
          the Award,  the  person  owns  shares of the stock of the  Corporation
          possessing  more than ten percent (10%) of the total  combined  voting
          power of all classes of stock of the  Corporation  or its  affiliates,
          unless,  at the time the  Qualified  Option is awarded,  the  exercise
          price of the Qualified  Option is at least one hundred and ten percent
          (110%) of the fair market  value of the Stock on the date of grant and
          the option,  by its terms, is not exercisable  after the expiration of
          five (5) years from the date it is awarded.


                                      B-9




16.  Continued  Employment.  Nothing in the Plan or any Award shall  confer upon
     any participant or other persons any right to continue in the employ of, or
     maintain  any  particular   relationship   with,  the  Corporation  or  its
     affiliates,  or limit or affect any rights,  powers or privileges  that the
     Corporation  or its  affiliates  may  have  to  supervise,  discipline  and
     terminate  the  participant.  However,  the  Committee  may  require,  as a
     condition of making and/or  exercising any Award,  that a participant agree
     to,  and in fact  provide  services,  either as an  employee  or in another
     capacity,  to or for the Corporation or any Subsidiary for such time period
     as the Committee may prescribe.  The immediately  preceding  sentence shall
     not apply to any Qualified  Option,  to the extent such  application  would
     result in  disqualification of the option under Sections 421 and 422 of the
     Code.

17.  General Restrictions.  If the Committee or Board determines that it is
     necessary or desirable to:

     (a)  list, register or qualify the Stock subject to the Award, or the Award
          itself,  upon any  securities  exchange  or under any federal or state
          securities or other laws,

     (b)  obtain the approval of any governmental authority, or

     (c)  enter  into  an  agreement  with  the  participant   with  respect  to
          disposition of any Stock (including,  without limitation, an agreement
          that,  at the time of the  participant's  exercise  of the Award,  any
          Stock thereby  acquired is and will be acquired  solely for investment
          purposes and without any intention to sell or  distribute  the Stock),
          then such Award  shall not be  consummated  in whole or in part unless
          the listing,  registration,  qualification,  approval or agreement, as
          the case may be, shall have been appropriately effected or obtained to
          the   satisfaction   of  the  Committee  and  legal  counsel  for  the
          Corporation.

18.  Rights.  Except as otherwise provided in the Plan,  participants shall have
     no  rights  as  a  holder  of  the  Stock  unless  and  until  one  or more
     certificates  for  the  shares  of  Stock  are issued and  delivered to the
     participant.

19.  Adjustments.  In the event that the shares of common stock of the
     Corporation,  as presently constituted,  shall be changed into or exchanged
     for a  different  number  or  kind of  shares  of  common  stock  or  other
     securities of the Corporation or of other  securities of the Corporation or
     of  another  corporation  (whether  by  reason  of  merger,  consolidation,
     recapitalization,  reclassification,  split-up,  combination  of  shares or
     otherwise)  or if the  number  of such  shares  of  common  stock  shall be
     increased  through the payment of a stock dividend,  stock split or similar
     transaction, then, there shall be substituted for or added to each share of
     common stock of the Corporation that was theretofore appropriated, or which
     thereafter  may become  subject to an option under the Plan, the number and
     kind of  shares  of  common  stock  or other  securities  into  which  each
     outstanding  share  of the  common  stock  of the  Corporation  shall be so
     changed or for which each such share  shall be  exchanged  or to which each
     such shares shall be entitled,  as the case may be. Each outstanding  Award
     shall be  appropriately  amended  as to price  and other  terms,  as may be
     necessary to reflect the foregoing events.


                                      B-10




     If there shall be any other change in the number or kind of the outstanding
     shares of the common  stock of the  Corporation,  or of any common stock or
     other securities in which such common stock shall have been changed, or for
     which it shall have been exchanged,  and if a majority of the disinterested
     members of the Committee shall, in its sole discretion, determine that such
     change  equitably  requires an adjustment in any Award that was theretofore
     granted  or that may  thereafter  be  granted  under  the  Plan,  then such
     adjustment shall be made in accordance with such determination.

     The grant of an Award  under the Plan shall not affect in any way the right
     or  power  of  the  Corporation  to  make  adjustments,  reclassifications,
     reorganizations or changes of its capital or business structure,  to merge,
     to consolidate, to dissolve, to liquidate or to sell or transfer all or any
     part of its business or assets.

     Fractional  shares resulting from any adjustment in Awards pursuant to this
     Section  19 may be settled  as a  majority  of the  members of the Board of
     Directors or of the Committee, as the case may be, shall determine.

     To the extent  that the  foregoing  adjustments  relate to common  stock or
     securities of the Corporation, such adjustments shall be made by a majority
     of the members of the Board or of the Committee,  as the case may be, whose
     determination  in that  respect  shall be final,  binding  and  conclusive.
     Notice of any adjustment  shall be given by the  Corporation to each holder
     of an Award that is so adjusted.

20. Forfeiture. Notwithstanding anything to the contrary in this Plan,
     if the Committee finds,  after full consideration of the facts presented on
     behalf of the Corporation and the involved participant,  that he or she has
     been engaged in fraud,  embezzlement,  theft,  commission  of a felony,  or
     dishonesty in the course of his or her employment by the  Corporation or by
     any  Subsidiary  and  such  action  has  damaged  the  Corporation  or  the
     Subsidiary, as the case may be, or that the participant has disclosed trade
     secrets of the Corporation or its affiliates, the participant shall forfeit
     all  rights  under  and to all  unexercised  Awards,  and  under and to all
     exercised Awards under which the Corporation has not yet delivered  payment
     or  certificates  for  shares of Stock  (as the case may be),  all of which
     Awards and rights  shall be  automatically  canceled.  The  decision of the
     Committee as to the cause of the  participant's  discharge from  employment
     with the  Corporation or any  Subsidiary  and the damage  thereby  suffered
     shall be final for purposes of the Plan,  but shall not affect the finality
     of the  participant's  discharge by the  Corporation  or Subsidiary for any
     other purposes.  The preceding provisions of this paragraph shall not apply
     to any  Qualified  Option to the extent such  application  would  result in
     disqualification  of the option as an incentive stock option under Sections
     421 and 422 of the Code.

                                      B-11





21.  Indemnification.  In and with respect to the administration of the
     Plan, the Corporation  shall indemnify each member of the Committee  and/or
     of the Board, each of whom shall be entitled, without further action on his
     or her part,  to  indemnification  from the  Corporation  for all  damages,
     losses,  judgments,  settlement  amounts,  punitive damages,  excise taxes,
     fines,   penalties,   costs  and  expenses  (including  without  limitation
     attorneys'  fees and  disbursements)  incurred by the member in  connection
     with any threatened, pending or completed action, suit or other proceedings
     of any nature,  whether civil,  administrative,  investigative or criminal,
     whether  formal or informal,  and whether by or in the right or name of the
     Corporation,  any class of its security holders, or otherwise, in which the
     member may be or may have been involved, as a party or otherwise, by reason
     of his or her being or having been a member of the Committee  and/or of the
     Board,  whether or not he or she  continues to be a member of the Committee
     or of the Board.  The  provisions,  protection and benefits of this Section
     shall apply and exist to the fullest extent  permitted by applicable law to
     and for the  benefit of all  present  and future  members of the  Committee
     and/or  of the  Board  and  their  respective  heirs,  personal  and  legal
     representatives,  successors  and assigns,  in addition to all other rights
     that they may have as a matter of law, by contract,  or  otherwise,  except
     (a)  to the  extent  there  is  entitlement  to  insurance  proceeds  under
     insurance  coverages  provided  by the  Corporation  on account of the same
     matter or proceeding for which indemnification hereunder is claimed, or (b)
     to the extent there is entitlement to indemnification from the Corporation,
     other than under this Section,  on account of the same matter or proceeding
     for which indemnification hereunder is claimed.

22.  Taxes. The issuance of shares of Common Stock under the Plan shall
     be subject to any  applicable  taxes or other  laws or  regulations  of the
     United  States  of  America  and  any  state  or  local  authority   having
     jurisdiction there over.

23.  Miscellaneous.
     (a)  Any  reference  contained  in  this  Plan  to  particular  section  or
          provision of law, rule or regulation, including but not limited to the
          Code and the 1934 Act,  shall  include  any  subsequently  enacted  or
          promulgated  section or provision of law, rule or  regulation,  as the
          case may be. With respect to persons subject to Section 16 of the 1934
          Act,  transactions  under this Plan are  intended  to comply  with all
          applicable  conditions  of  Section  16 and the rules and  regulations
          promulgated  thereunder,  or any successor rules and regulations  that
          may be promulgated by the Securities and Exchange  Commission,  and to
          the extent any provision of this Plan or action by the Committee fails
          to so  comply,  it  shall  be  deemed  null and  void,  to the  extent
          permitted by applicable law and deemed advisable by the Committee.


                                      B-12




     (b)  Where used in this Plan:  the plural shall include the  singular,  and
          unless the context  otherwise  clearly  requires,  the singular  shall
          include  the  plural;  and the term  "affiliates"  shall mean each and
          every Subsidiary and any parent of the Corporation.

     (c)  The captions of the numbered  Sections  contained in this Plan are for
          convenience   only,  and  shall  not  limit  or  affect  the  meaning,
          interpretation or construction of any of the provisions of the Plan.























                                      B-13


                                   APPENDIX C

                     FIRST NATIONAL COMMUNITY BANCORP, INC.

                  2000 INDEPENDENT DIRECTORS STOCK OPTION PLAN


          1.  Purpose.  The 2000  Independent  Directors  Stock Option Plan (the
     "Plan") was  established to advance the  development,  growth and financial
     condition of First National Community Bancorp, Inc. (the "Corporation") and
     its subsidiaries,  by providing an incentive,  through participation in the
     appreciation of the capital stock of the Corporation, and thereby securing,
     retaining and motivating  members of the  Corporation's  Board of Directors
     who are not  officers or  employees of the  Corporation  or any  subsidiary
     thereof (the "non-employee" directors).

          2. Term. The Plan is effective August 30, 2000, the day it was adopted
     by the  Corporation's  Board  of  Directors  (the  "Board"),  and  shall be
     presented   for  approval  at  the  next   meeting  of  the   Corporation's
     shareholders.  Any and all  options  awarded  under  the Plan  before it is
     approved by the Corporation's  shareholders  shall be conditioned upon, and
     may not be exercised  before,  receipt of shareholder  approval,  and shall
     lapse upon failure to receive such approval.  Unless previously  terminated
     by the Board,  the Plan shall terminate on, and no options shall be granted
     after the tenth anniversary of the effective date of the Plan.

          3. Stock Subject to the Plan. The shares of the  Corporation's  common
     stock (the "Common Stock") issuable under the Plan shall not exceed 100,000
     shares.  The amount of Common Stock issuable under the Plan may be adjusted
     pursuant to Section 11 hereof.  The Common Stock issuable  hereunder may be
     either authorized and unissued shares of Common Stock, or authorized shares
     of Common Stock issued by the Corporation and subsequently reacquired by it
     as treasury stock, or shares purchased in open market  transactions.  Under
     no  circumstances  shall  fractional  shares be issued under the Plan.  The
     Corporation's failure to obtain any governmental authority deemed necessary
     by the  Corporation's  legal  counsel  for the  proper  grant of the  stock
     options  under this Plan and/or the issuance of Common Stock under the Plan
     shall relieve the  Corporation  of any duty or liability for the failure to
     grant stock options under the Plan and/or issue Common Stock under the Plan
     as to which such authority has not been obtained.

          4. Operation and Administration. The ability to control and manage the
     operation and administration of the Plan shall be vested in the Board or in
     a committee of two or more members of the Board, selected by the Board (the
     "Committee").  The Committee  shall have the  authority  and  discretion to
     interpret  the  Plan,  to  establish,  amend  and  rescind  any  rules  and
     regulations  relating to the Plan, to determine the terms and provisions of
     any  agreements  made  pursuant  to the  Plan,  and to  make  any  and  all
     determinations that may be necessary or advisable for the administration of
     the Plan. Any  interpretation of the Plan by the Committee and any decision
     made by it under the Plan is final and binding.


                                      C-1



          5. Stock  Options.  Stock  options  shall be granted under the Plan to
     each non-employee director of the Corporation,  annually, at the discretion
     of a majority of the Board of  Directors or of the  Committee,  as the case
     may be. Each  non-employee  director  who is a member of the  Corporation's
     Board on the grant date shall be awarded stock  options to purchase  shares
     of Common Stock,  as the Board in its  discretion  determines,  (the "Stock
     Options") under the following terms and conditions:

          (1)  The time  period  during  which any Stock  Option is  exercisable
               shall be three (3) years after the date of grant.

          (2)  If a director,  who has  received an award  pursuant to the Plan,
               ceases  to be a member of the  Board  for any  reason  and is not
               designated as "Director Emeritus" by the remaining members of the
               Board  at the  time of such  cessation,  then  the  director  may
               exercise the Stock Option not before the  expiration of seven (7)
               months after the director  ceases to be a member of the Board nor
               more than twelve (12) months after such cessation. If a director,
               who  has  received  an  award  pursuant  to the  Plan  dies,  all
               unexercised awards shall immediately be void.

          (3)  The purchase  price of a share of Common Stock subject to a Stock
               Option  shall be the fair market value of the Common Stock on the
               date of grant, as determined under Section 7 hereof.

          (4)  The  Stock  Option  shall be made by a written  agreement  in the
               form,  attached  hereto as "Exhibit A", with such changes therein
               as may be determined by the Committee (as such term is defined in
               Section 4 hereof) (the "Stock Option Agreement").


                                      C-2




          6. Exercise.  Except as otherwise provided in the Plan, a Stock Option
     may be exercised in whole or in part by giving  written  notice  thereof to
     the  Treasurer  of the  Corporation,  identifying  the Stock  Option  being
     exercised,  the number of shares of Common Stock with respect thereto,  and
     other  information  pertinent  to the  exercise  of the Stock  Option.  The
     purchase  price of the shares of Common Stock with respect to which a Stock
     Option is  exercised  shall be paid with the  written  notice of  exercise,
     either  in  cash  or in  Common  Stock,  including  Common  Stock  issuable
     hereunder,  at its then current fair market value,  or any  combination  of
     cash or Common Stock.  Funds received by the Corporation  from the exercise
     of any Stock Option shall be used for its general corporate  purposes.  The
     number of shares of Common Stock subject to a Stock Option shall be reduced
     by the number of shares of Common  Stock with respect to which the director
     has exercised rights under the related Stock Option Agreement.


          If the Corporation or its shareholders execute an agreement to dispose
     of all or substantially all of the Corporation's assets or capital stock by
     means  of  sale,  merger,  consolidation,  reorganization,  liquidation  or
     otherwise,  as a  result  of which  the  Corporation's  shareholders  as of
     immediately  before such  transaction  will not own at least fifty  percent
     (50%) of the total  combined  voting power of all classes of voting capital
     stock  of  the  surviving  entity  (be  it the  Corporation  or  otherwise)
     immediately after the consummation of such  transaction,  thereupon any and
     all outstanding  Stock Options shall immediately  become  exercisable until
     the  consummation of such  transaction,  or if not  consummated,  until the
     agreement  therefor expires or is terminated,  in which case thereafter all
     Stock Options shall be treated as if the agreement never had been executed.
     If during any period of two (2) consecutive years, the individuals,  who at
     the beginning of such period,  constituted the Board,  cease for any reason
     to constitute at least a majority of the Board (unless the election of each
     director of the Board, who was not a director of the Board at the beginning
     of such  period,  was  approved  by a vote of at  least  two-thirds  of the
     directors  then still in office who were directors at the beginning of such
     period)  thereupon any and all outstanding  Stock Options shall immediately
     become exercisable.  If there is an actual,  attempted or threatened change
     in the  ownership  of at least  twenty-five  percent  (25%) of any class of
     voting stock of the Corporation  through the acquisition of, or an offer to
     acquire, such percentage of the Corporation's voting stock by any person or
     entity,  or persons or entities  acting in concert or as a group,  and such
     acquisition or offer has not been duly approved by the Board, thereupon any
     and all outstanding Stock Options shall immediately become exercisable.

          7. Value.  Where used in the Plan, the "fair market value" of Stock or
     any options or rights with respect thereto,  including  Awards,  shall mean
     and be determined by (a) the weighted average of all reported sales thereof
     on the principal  established  domestic securities exchange on which listed
     during the thirty  (30) days prior to the grant  date,  and if not  listed,
     then (b) the average of the dealer  "bid" and "ask"  prices  thereof on the
     over-the-counter  market on the grant date,  as  reported  by the  National
     Association of Securities Dealers Automated Quotation System ("NASDAQ"), in
     accordance with pertinent  provisions of and principles  under the Code and
     the regulations promulgated thereunder.

          8. Continued Relationship.  Nothing in the Plan or in any Stock Option
     shall confer upon any director any right to continue his relationship  with
     the  Corporation  as a director,  or limit or affect any rights,  powers or
     privileges  that the  Corporation  or its affiliates may have to supervise,
     discipline and terminate such director, and the relationships thereof.


                                      C-3




          9. General Restrictions. The Board may require, in its discretion, (a)
     the listing,  registration  or  qualification  of the Common Stock issuable
     pursuant  to the Plan on any  securities  exchange  or under any federal or
     state  securities  or other  laws,  (b) the  approval  of any  governmental
     authority, or (c) an execution of an agreement by any director with respect
     to disposition of any Common Stock (including,  without limitation, that at
     the time of the director's  exercise of the Stock Option,  any Common Stock
     thereby  acquired  is being  and will be  acquired  solely  for  investment
     purposes and without any intention to sell or distribute the Common Stock).
     If the Board so requires,  then Stock Options  shall not be  exercised,  in
     whole  or  in  part,  unless  such  listing,  registration,  qualification,
     approval or agreement  has been  appropriately  effected or obtained to the
     satisfaction   of  the  Board  and  legal  counsel  for  the   Corporation.
     Notwithstanding anything to the contrary herein, a director shall not sell,
     transfer  or  otherwise  dispose  of any  shares of Common  Stock  acquired
     pursuant to a Stock Option unless at least six (6) months have elapsed from
     the date the Stock  Option was granted  and, in any event,  the transfer or
     disposition  is  made  in  accordance  with  Section  16 of the  Securities
     Exchange Act of 1934, as amended,  and as the same may be amended from time
     to time.

          10. Rights. Except as otherwise provided in the Plan, a director shall
     have no rights as a holder of the Common  Stock  subject to a Stock  Option
     unless and until one or more  certificates  for the shares of Common  Stock
     are issued and  delivered to the director.  No Stock  Option,  or the grant
     thereof, shall limit or affect the right or power of the Corporation or its
     affiliates  to adjust,  reclassify,  recapitalize,  reorganize or otherwise
     change  its  or  their  capital  or  business   structure,   or  to  merge,
     consolidate,  dissolve,  liquidate  or  sell  any or  all  of its or  their
     business, property or assets.

          11.  Adjustments.  In the event that the shares of Common Stock of the
     Corporation,  as presently constituted,  shall be changed into or exchanged
     for a  different  number  or  kind of  shares  of  Common  Stock  or  other
     securities of the Corporation or of other  securities of the Corporation or
     of  another  corporation  (whether  by  reason  of  merger,  consolidation,
     recapitalization,  reclassification,  split-up,  combination  of  shares or
     otherwise)  or if the  number  of such  shares  of  Common  Stock  shall be
     increased  through the payment of a stock dividend,  stock split or similar
     transaction, then, there shall be substituted for or added to each share of
     Common Stock of the Corporation that was theretofore appropriated,  or that
     thereafter  may become subject to a Stock Option under the Plan, the number
     and kind of shares of Common  Stock or other  securities  into  which  each
     outstanding  share  of the  Common  Stock  of the  Corporation  shall be so
     changed or for which each such share  shall be  exchanged  or to which each
     share shall be entitled,  as the case may be. Each outstanding Stock Option
     shall be  appropriately  amended  as to price  and other  terms,  as may be
     necessary to reflect the foregoing events.


                                      C-4




          If there  shall  be any  other  change  in the  number  or kind of the
     outstanding  shares of Common  Stock of the  Corporation,  or of any Common
     Stock or other  securities  into which such  Common  Stock  shall have been
     changed,  or for which it shall have been  exchanged,  and if a majority of
     the members of the Board shall,  in their sole  discretion,  determine that
     the change  equitably  requires an  adjustment in any Stock Option that was
     theretofore  granted or that may thereafter be granted under the Plan, then
     such adjustment shall be made in accordance with the determination.

          The grant of a Stock Option pursuant to the Plan shall not affect,  in
     any  way,  the  right  or power  of the  Corporation  to make  adjustments,
     reclassifications,  reorganizations  or changes of its  capital or business
     structure,  to merge, to consolidate,  to dissolve, to liquidate or to sell
     or transfer all or any part of its business or assets.

          Fractional  shares  resulting  from any  adjustment  in a Stock Option
     pursuant to this  Section 11 may be settled as a majority of the members of
     the Board or of the Committee, as the case may be, shall determine.

          To the extent that the foregoing adjustments relate to Common Stock or
     securities of the Corporation, such adjustments shall be made by a majority
     of the members of the Board or of the Committee,  as the case may be, whose
     determination  in that  respect  shall be final,  binding  and  conclusive.
     Notice of any adjustment  shall be given by the  Corporation to each holder
     of a Stock Option that is so adjusted.

          12. Forfeiture. Notwithstanding anything to the contrary in this Plan,
     if an option holder is engaged in fraud, embezzlement, theft, commission of
     a  felony,  or  dishonesty  in the  course  of his  relationship  with  the
     Corporation  or its  affiliates,  or has  disclosed  trade  secrets  of the
     Corporation or its  affiliates,  the option holder shall forfeit all rights
     under and to all unexercised Stock Options, and all exercised Stock Options
     for which the Corporation has not yet delivered  certificates for shares of
     Common   Stock,   and  all  rights  to  receive   Stock  Options  shall  be
     automatically canceled.

          13.  Miscellaneous.   Any  reference  contained  in  this  Plan  to  a
     particular  section or provision of law, rule or  regulation  shall include
     any subsequently  enacted or promulgated  section or provision of law, rule
     or  regulation,  as the case may be.  With  respect to  persons  subject to
     Section 16 of the Securities Exchange Act of 1934, as amended, transactions
     under this Plan are intended to comply with all  applicable  conditions  of
     the Rule and the regulations  promulgated  thereunder or any successor rule
     that may be promulgated by the Securities and Exchange  Commission.  To the
     extent any  provision  of this Plan fails to so comply,  it shall be deemed
     null and void, to the extent  permitted by applicable  law,  subject to the
     provisions of Section 15, below.  Where used in this Plan, the plural shall
     include the singular,  and, unless the context  otherwise clearly requires,
     the singular  shall include the plural and the masculine  shall include the
     feminine.  The captions of the numbered Sections contained in this Plan are
     for  convenience   only,  and  shall  not  limit  or  affect  the  meaning,
     interpretation or construction of any of the provisions of the Plan.





                                      C-5




          14.  Transferability.  Stock Option awards  granted under the Plan are
     not transferable.

          15.  Amendment.  The Plan may be  amended,  suspended  or  terminated,
     without notice,  by  a  majority  vote of  the  Board  of  the Corporation.

          16. Taxes. The issuance of shares of Common Stock under the Plan shall
     be subject to any applicable  taxes  or other  laws or  regulations of  the
     United  States  of  America   and  any  state  or  local  authority  having
     jurisdiction thereover.



















                                       C-6