Exhibit 10.10.1 AMENDMENT NO. 1 TO SEVERANCE AGREEMENT DATED AS OF JULY 19, 1994 BETWEEN NAZARETH NATIONAL BANK & TRUST CO. AND S. ERIC BEATTIE Reference is made to a Severance Agreement dated as of July 19, 1994 by and between Nazareth National Bank...

                                                         Exhibit 10.10.1

        AMENDMENT NO. 1 TO SEVERANCE AGREEMENT DATED AS OF JULY 19, 1994
         BETWEEN NAZARETH NATIONAL BANK & TRUST CO. AND S. XXXX XXXXXXX


     Reference is made to a Severance Agreement dated as of July 19, 1994 by and
between Nazareth National Bank and Trust Co. and S. Xxxx Xxxxxxx (the "Xxxxxxxxx
Agreement").  Section 1 of the Severance  Agreement  provides that the Severance
Agreement  will continue  until the earliest of certain dates set forth therein,
and clause (e) of Section 1 states as follows:

     "(e) three years from the date hereof."

     Clause (e) of Section 1 of the  Severance  Agreement  is hereby  amended to
read in full as follows:

     "(e) December 31, 2000."

     In all other respects the Severance  Agreement shall continue in full force
and effect. The parties intend to be legally bound hereby.


                                       NAZARETH NATIONAL BANK & TRUST CO.

         (Corporate Seal)
                                       BY:      /s/ Xxxx X. Xxxxxxx

                                       ATTEST:  /s/ Xxxxxx X. Files
Witness:


/s/ Xxxxxx X. Files                    /s/ S. Xxxx Xxxxxxx            (Seal)
                                       S. XXXX XXXXXXX


FIRST COLONIAL GROUP, INC., a Pennsylvania Corporation,  hereby consents to this
Amendment No. 1.

                                       FIRST COLONIAL GROUP, INC.


                                       BY: /s/ Xxxx X. Xxxxxxx
ATTEST:

/s/ Xxxxxx X. Files