2/95
                    PENNSYLVANIA SAVINGS BANK
                        STOCK OPTION PLAN    

<PAGE>
                        TABLE OF CONTENTS


Article                                                     Page


1.  PURPOSE OF THE PLAN. . . . . . . . . . . . . . . . . . . .  1

2.  DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . .  1

3.  ADMINISTRATION OF THE PLAN . . . . . . . . . . . . . . . .  2

4.  COMMON STOCK SUBJECT TO THE PLAN . . . . . . . . . . . . .  4

5.  STOCK OPTIONS. . . . . . . . . . . . . . . . . . . . . . .  4

6.  ELIGIBILITY. . . . . . . . . . . . . . . . . . . . . . . .  5

7.  TERM AND EXERCISE OF OPTIONS . . . . . . . . . . . . . . .  6

8.  TERMINATION OF EMPLOYMENT. . . . . . . . . . . . . . . . .  7

9.  ADJUSTMENT PROVISIONS. . . . . . . . . . . . . . . . . . .  8

10.  GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . .  9

<PAGE>
Article 1.  PURPOSE OF THE PLAN

     1.1  Purpose - The Pennsylvania Savings Bank Stock Option
          Plan (the "Plan") is intended to provide key employees
          of Pennsylvania Savings Bank (the "Corporation") and
          its Subsidiaries an opportunity to acquire Common Stock
          of the Bank.  The Plan is being instituted in
          connection with a reorganization of Pennsylvania
          Savings Bank from a mutual savings bank to a stock
          savings bank in accordance with a Plan of
          Reorganization and Stock Issuance in Connection With
          Formation of a Mutual Savings Bank Holding Company
          first approved by the Bank's Board of Trustees in
          December 1994.  The Plan is designed to help the Bank
          attract, retain and motivate key employees to make
          substantial contributions to the success of the Bank's
          business.  Stock Options are granted under the Plan
          based on the Participant's level of responsibility and
          performance within the Bank.

     1.2  Stock Options to be Granted - Incentive Stock Options
          within the meaning of Code Section 422(b) and
          Nonqualified Stock Options may be granted within the
          limitations of the Plan.

Article 2.  DEFINITIONS

     2.1  "Agreement" - The written instrument evidencing the
          grant of an Option.  A Participant may be issued one or
          more Agreements from time to time, reflecting one or
          more Options.

     2.2  "Bank" - Pennsylvania Savings Bank or any Subsidiary.

     2.3  "Board" - The Board of Trustees of the Bank.

     2.4  "Code" - The Internal Revenue Code of 1986, as amended.

     2.5  "Committee" - The Committee which the Board appoints to
          administer the Plan.

     2.6  "Common Stock" - The common stock of the Bank ($1.00
          par value) as described in the Bank's Articles of
          Incorporation, or such other stock as shall be
          substituted therefor.

     2.7  "Employee" - Any key employee (including officers) of
          the Bank.

     2.8  "Exchange Act" - The Securities Exchange Act of 1934,
          as amended.

     2.9  "Incentive Stock Option" - A stock option intended to
          satisfy the Requirements of Code Section 422(b).

     2.10 "Nonqualified Stock Option" - A stock option other than
          an Incentive Stock Option.

     2.11 "Optionee" - A Participant who is awarded a Stock
          Option pursuant to the provisions of the Plan.

     2.12 "Participant" - An Employee selected by the Committee
          to receive a grant of an Option under the Plan.

     2.13 "Plan" - Pennsylvania Savings Bank Stock Option Plan.

     2.14 "Retirement" - The later of the attainment of age
          sixty-five or retirement as provided in the
          Pennsylvania Savings Bank Defined Benefit Pension Plan
          and Trust.

     2.15 "Securities Act" - The Securities Act of 1933, as
          amended.

     2.16 "Stock Option" or "Option" - An award of a right to
          purchase Common Stock pursuant to the provisions of the
          Plan.

     2.17 "Subsidiary" - A subsidiary corporation as defined in
          Code Section 424(f) that is a subsidiary of the Bank.

Article 3.  ADMINISTRATION OF THE PLAN

     3.1  The Committee - The Plan shall be administered by a
committee of the Board (the "Committee") composed of those
members of the Board (at least three in number) who (a) are not
employees of the Bank, and (b) are "Disinterested Persons" as
such term is defined by the Securities and Exchange Commission
pursuant to Section 16(b) of the Exchange Act.  No Committee
member shall be eligible (or shall have been eligible within one
year prior to his appointment) to be granted Options under the
Plan or to be selected as a Participant under any other
discretionary plan of the Bank entitling them to acquire stock,
stock options or stock appreciation rights of the Bank.  The
Board may from time to time remove members from, or add members
to, the Committee.  Vacancies on the Committee, howsoever caused,
shall be filled by the Board.

     3.2  Powers of the Committee -

          (a)  The Committee shall be vested with full authority
               to make such rules and regulations as it deems
               necessary or desirable to administer the Plan and
               to interpret the provisions of the Plan, unless
               otherwise determined by the Board.  Any
               determination, decision or action of the 
               Committee in connection with the construction,
               interpretation, administration or application of
               the Plan shall be final, conclusive and binding
               upon all Optionees and any person claiming under
               or through an Optionee, unless otherwise
               determined by the Board.

          (b)  Subject to the terms, provisions and conditions of
               the Plan and subject to review and approval by a
               majority of the disinterested members of the
               Board, the Committee shall have exclusive
               authority to:

               (i)  select, based upon the recommendation of the
                    Bank's Chief Executive Officer, the key
                    Employees to be granted Options (it being
                    understood that more than one Option may be
                    granted to the same person);

              (ii)  determine the number of shares subject to
                    each Option;

             (iii)  determine the date or dates when the Options
                    will be granted;

              (iv)  determine the purchase price of the shares
                    subject to each Option in accordance with
                    Article 5 of the Plan;

               (v)  determine the date or dates when each Option
                    may be exercised within the term of the
                    Option specified pursuant to Article 7 of the
                    Plan;

              (vi)  determine whether or not an Option
                    constitutes an Incentive Stock Option; and

             (vii)  prescribe the form, which shall be consistent
                    with the Plan, of the Agreement evidencing
                    any Options granted under the Plan.

     3.3  Terms - The grant of an Option under the Plan shall be
          evidenced by an Agreement and may include any terms and
          conditions consistent with this Plan, as the Committee
          may determine.

     3.4  Liability - No member of the Board or the Committee
          shall be liable for any action or determination made in
          good faith by the Board or the Committee with respect
          to this Plan or any Options granted under this Plan.

Article 4.  COMMON STOCK SUBJECT TO THE PLAN

     4.1  Common Stock Authorized - The aggregate number of
          shares of Common Stock for which Options may be granted
          under the Plan shall not exceed ten percent (10%) of
          the number of shares sold in the Minority Offering as
          defined in the Plan of Reorganization and Stock
          Issuance in Connection with Formation of a Mutual
          Holding Company.  The limitation established by the
          preceding sentence shall be subject to adjustment as
          provided in Article 9 of the Plan.

     4.2  Shares Available - The Common Stock to be issued upon
          exercise of Options granted under the Plan shall be the
          Bank's Common Stock which shall be made available at
          the discretion of the Board, either from authorized but
          unissued Common Stock or from Common Stock acquired by
          the Bank, including shares purchased in the open
          market.  In the event that any outstanding Option under
          the Plan for any reason expires or is terminated, the
          shares of Common Stock allocable to the unexercised
          portion of such Option may thereafter be regranted
          subject to option under the Plan.

Article 5.  STOCK OPTIONS

     5.1  Exercise Price - The exercise price of Common Stock
          shall be, in the case of an Incentive Stock Option, 100
          percent of the fair market value of one share of Common
          Stock on the date the Option is granted, except that
          the purchase price per share shall be 110 percent of
          such fair market value in the case of an Incentive
          Stock Option granted to any individual described in
          Section 6.2 of the Plan.  The exercise price of Common
          Stock shall be, in the case of a Nonqualified Stock
          Option, not less than one hundred percent (100%) of the
          fair market value of one share of Common Stock on the
          date the Option is granted.  The exercise price shall
          be subject to adjustment only as provided in Article 9
          of the Plan.

     5.2  Limitation on Incentive Stock Options - The aggregate
          fair market value (determined as of the date an Option
          is granted) of the stock with respect to which
          Incentive Stock Options are exercisable for the first
          time by any individual in any calendar year (under the
          Plan and all other plans maintained by the Bank) shall
          not exceed $100,000.

     5.3  Determination of Fair Market Value - 

          (a)  If the Common Stock is listed on an established
               stock exchange or exchanges, the fair market value
               shall be deemed to be the closing price of Common
               Stock on such stock exchange or exchanges on the
               day the Option is granted or, if no sale of Common
               Stock has been made on any stock exchange on that
               day, the fair market value shall be determined by
               reference to such price for the next preceding day
               on which a sale occurred.

          (b)  During such time as Common Stock is not listed on
               an established stock exchange or exchanges but is
               listed on the NASDAQ Small-Cap Market or National
               Market System, the fair market value per share
               shall be the closing sale price for the Common
               Stock on the day the Option is granted.  If no
               sale of Common Stock has occurred on that day, the
               fair market value shall be determined by reference
               to such price for the next preceding day on which
               a sale occurred.

          (c)  During such time as the Common Stock is not listed
               on an established stock exchange or on the NASDAQ
               Small-Cap Market or National Market System, fair
               market value per share shall be the mean between
               the closing dealer "bid" and "asked" prices for
               the Common Stock for the day of the grant, and if
               no "bid" and "asked" prices are quoted for the day
               of the grant, the fair market value shall be
               determined by reference to such prices on the next
               preceding day on which such prices were quoted.

          (d)  In the event that the Common Stock is not traded
               on an established stock exchange or on the NASDAQ
               Small-Cap Market or National Market System, and no
               closing dealer "bid" and "asked" prices are
               available, or within a reasonable period prior to,
               the date of a grant, then fair market value will
               be the price established by the Committee in good
               faith.

Article 6.  ELIGIBILITY

     6.1  Participation - Options shall be granted only to
          persons who are Employees of the Bank, as determined by
          the Committee, based upon the recommendation of the
          Chief Executive Officer and ratified by a majority of
          the disinterested members of the Board.  Neither the
          members of the Committee nor any member of the Board
          who is not an employee of the Bank shall be eligible to
          receive an Option under the Plan.

     6.2  Incentive Stock Option Eligibility - Notwithstanding
          any other provision of the Plan, an individual who owns
          more than 10 percent of the total combined voting power
          of all classes of outstanding stock of the Bank shall
          not be eligible for the grant of an Incentive Stock
          Option, unless the special requirements set forth in
          Sections 5.1 and 7.1 of the Plan are satisfied.  For
          purposes of this Section 6.2, in determining stock
          ownership, an individual shall be considered as owning
          the stock owned, directly or indirectly, by or for his
          brothers and sisters (whether by the whole or half
          blood), spouse, ancestors and lineal descendants. 
          Stock owned, directly or indirectly, by or for a
          corporation, partnership, estate or trust shall be
          considered as being owned proportionately by or for its
          shareholders, partners or beneficiaries, as the case
          may be, "outstanding stock" shall include all stock
          actually issued and outstanding immediately before the
          grant of the Option.  "Outstanding stock" shall not
          include shares authorized for issue under outstanding
          Options held by the Optionee or by any other person.

Article 7.  TERM AND EXERCISE OF OPTIONS

     7.1  Termination - Each Option granted under the Plan shall
          terminate on the date determined by the Committee and
          approved by a majority of the disinterested members of
          the Board, and specified in the corresponding
          Agreement; provided, however, that (i) each intended
          Incentive Stock Option granted to an individual
          described in Section 6.2 of the Plan shall terminate
          not later than five years after the date of the grant,
          (ii) each other intended Incentive Stock Option shall
          terminate not later than ten years after the date of
          grant, and (iii) each Option granted under the Plan
          which is intended to be a Nonqualified Stock Option
          shall terminate not later than ten years and one month
          after the date of grant.  Except as otherwise provided
          in Section 8, each Option granted under the Plan shall
          become exercisable only after the Optionee has
          completed one year of continuous employment with the
          Bank immediately following the date of the grant of the

          Option.  The Committee at its discretion may provide
          further limitations on the exercisability of Options
          granted under the Plan.  An Option may be exercised
          only during the continuance of the Optionee's
          employment, except as provided in Article 8 of the
          Plan.

     7.2  Exercise - 

          (a)  A person electing to exercise an Option shall give
               written notice to the Bank of such election and of
               the number of shares he has elected to purchase,
               in such form as the Committee shall have
               prescribed or approved, and shall at the time of
               exercise tender the full purchase price of the
               shares he has elected to purchase.  The purchase
               price shall be paid in full, in cash, upon the
               exercise of the Option, provided, however, that in
               lieu of cash, with the approval of the Committee
               at or prior to exercise, an Optionee may exercise
               his Option by tendering to the Bank shares of
               Common Stock owned by him and having a fair market
               value equal to the cash exercise price applicable
               to his Option (with the fair market value of such
               stock to be determined in the manner provided in
               Section 5.3 hereof) or by delivering such
               combination of cash and such shares as the
               Committee in its sole discretion may approve. 
               Notwithstanding the foregoing, Common Stock
               acquired pursuant to the exercise of an Incentive
               Stock Option may not be tendered as payment unless
               the holding period requirements of Code Section
               422(a)(1) have been satisfied, and Common Stock
               acquired other than pursuant to the exercise of an
               Incentive Stock Option may not be tendered as
               payment unless it has been held, beneficially and
               of record, for at least one year.

          (b)  A person holding more than one Option at any
               relevant time may, in accordance with the
               provisions of the Plan, elect to exercise such
               Options in any order.

          (c)  At the request of the Participant and to the
               extent permitted by applicable law, the Bank may,
               in its sole discretion, selectively approve
               arrangements with a brokerage firm under which
               such brokerage firm, on behalf of the Participant,
               shall pay to the Bank the exercise price of the
               Stock Options being exercised, and the Bank,
               pursuant to an irrevocable notice from the
               Participant, shall promptly deliver the shares
               being purchased to such firm.

Article 8.  TERMINATION OF EMPLOYMENT

     8.1  Retirement - In the event of Retirement, an Option
          shall lapse at the earlier of the term of the Option
          or:

          (a)  in the case of an Incentive Stock Option, three
               months from the date of Retirement; and

          (b)  in the case of Options other than Incentive Stock
               Options, up to 24 months, at the discretion of the
               Committee, from the date of Retirement.

     8.2  Voluntary Termination - In the event of voluntary
          termination of employment at the election of the
          Optionee or termination at the election of the Bank,
          all Options shall lapse as of the date of termination.

     8.3  Death or Total and Permanent Disability - In the event
          of termination due to death or total and permanent
          disability, the Option shall lapse at the earlier of
          the term of the Option or one year after termination
          due to such causes.
               
Article 9.  ADJUSTMENT PROVISIONS

     9.1  Share Adjustments -

          (a)  In the event that the shares of Common Stock of
               the Bank, as presently constituted, shall be
               changed into or exchanged for a different number
               or kind of shares of stock or other securities of
               the Bank 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
               stock shall be increased through the payment of a
               stock dividend, then, subject to the provisions of
               Subsection (c) below, there shall be substituted
               for or added to each share of stock of the Bank
               which was theretofore appropriated, or which
               thereafter may become subject to an option under
               the Plan, the number and kind of shares of stock
               or other securities into which each outstanding
               share of the stock of the Bank shall be so changed
               or for which each such share shall be exchanged or
               to which each such share shall be entitled, as the
               case may be.  Outstanding Options shall also be
               appropriately amended as to price and other terms,
               as may be necessary to reflect the foregoing
               events.

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

          (c)  The grant of an Option pursuant to the Plan shall
               not affect in any way the right or power of the
               Bank 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.

     9.2  Corporate Changes - A dissolution or liquidation of the
          Bank, or a merger or consolidation in which the Bank is
          not the surviving Corporation, shall cause each
          outstanding Option to terminate, except to the extent
          that another corporation may and does in the
          transaction assume and continue the Option or
          substitute its own options.

     9.3  Fractional Shares - Fractional shares resulting from
          any adjustment in Options pursuant to this Article 9
          may be settled as the Board or the Committee (as the
          case may be) shall determine.

     9.4  Binding Determination - To the extent that the
          foregoing adjustments relate to stock or securities of
          the Bank, such adjustments shall be made by the Board,
          whose determination in that respect shall be final,
          binding and conclusive.  Notice of any adjustment shall
          be given by the Bank to each holder of an Option which
          shall have been so adjusted.

Article 10.  GENERAL PROVISIONS

     10.1 Effective Date - The Plan shall become effective upon
          its adoption by the Board, provided that any grant of
          Option is subject to the approval of the Plan by the
          shareholders of the Bank within 12 months of adoption
          by the Board.

     10.2 Termination of the Plan - Unless previously terminated
          by the Board, the Plan shall terminate on, and no
          Options shall be granted after, then tenth anniversary
          of its adoption by the Board.

     10.3 Limitation on Termination, Amendment or Modification

          (a)  The Board may at any time terminate, amend, modify
               or suspend the Plan, provided that no amendment or
               modification shall be made by the Board, without
               the approval of the stockholders of the Bank,
               which:

               (i)  increases the maximum number of shares of
                    Common Stock as to which Options may be
                    granted under the Plan (other than pursuant
                    to Article 9);

              (ii)  changes the class of eligible Employees; or

             (iii)  otherwise requires the approval of
                    shareholders in order to maintain the
                    exemption available under Rule 16b-3 (or any
                    similar rule) under the Exchange Act.

          (b)  No amendment, modification, suspension or
               termination of the Plan shall in any manner affect
               any Option theretofore granted under the Plan
               without the consent of the Optionee or any person
               validly claiming under or through the Optionee.  
               
     10.4 No Right to Employment - Neither anything contained in
          the Plan or in any instrument under the Plan nor the
          grant of any Option hereunder shall confer upon any
          Optionee any right to continue in the employ of the
          Bank or of any Subsidiary or limit in any respect the
          right of the Bank or of any Subsidiary to terminate the
          Optionee's employment at any time and for any reason.

     10.5 Withholding Taxes -

          (a)  Subject to the provisions of Subsection (b), the
               Bank will require that an Optionee, as a condition
               of the exercise of an Option, other than an
               Incentive Stock Option or any other person or
               entity receiving Common Stock upon exercise of an
               Option, pay or reimburse any taxes which the Bank
               is required to withhold in connection with the
               exercise of the Option.
          
          (b)  An Optionee may satisfy the withholding obligation
               described in Subsection (a), in whole or in part,
               by electing to have the Bank withhold shares of
               Common Stock (otherwise issuable upon the exercise
               of an Option) having a fair market value equal to
               the amount required to be withheld.  An election
               by an Optionee to have shares withheld for this
               purpose shall be subject to the following
               restrictions:
               
               (i)  it shall be made prior to the date on which
                    the amount of tax to be withheld is
                    determined (the "Tax Date");
                    
              (ii)  it shall be irrevocable;

             (iii)  it shall be subject to disapproval by the
                    Committee;

              (iv)  if the Optionee is an officer of the Bank
                    within the meaning of Section 16 of the
                    Exchange Act (an "Officer"), such election
                    may not be made within six months of the
                    grant of the Option (except that this
                    restriction shall not apply in the event of
                    the death or disability of the Optionee prior
                    to the expiration of the six-month period);

               (v)  if the Optionee is an Officer, such election
                    must be made either at least six months prior
                    to the Tax Date or in the ten-day "window
                    period" beginning on the third day following
                    the release of the Bank's quarterly or annual
                    summary statement of revenues and earnings;
                    and

              (vi)  where the Tax Date of an Officer is deferred
                    up to six months after the exercise of an
                    Option, the full number of Option shares will
                    be issued or transferred to him upon
                    exercise, but he will be unconditionally
                    obligated to tender back to the Bank the
                    proper number of shares of Common Stock on
                    the Tax Date.

     10.6 Listing and Registration of Shares - No Option granted
          pursuant to the Plan shall be exercisable in whole or
          in part if at any time the Board shall determine in its
          discretion that the listing, registration or
          qualification of the shares of Common Stock subject to
          such Option on any securities exchange or under any
          applicable law, or the consent or approval of any
          governmental regulatory body, is necessary or desirable
          as a condition of, or in connection with, the granting
          of such Option or the issue of shares thereunder,
          unless such listing, registration, qualification,
          consent or approval shall have been effected or
          obtained free of any conditions not acceptable to the
          Board.
               
                             *  *  *

<PAGE>
                   STOCK OPTION AGREEMENT FOR
                                
                     INCENTIVE STOCK OPTION
                     ______________________
                                
                                
                             BETWEEN
                                
                                
                    PENNSYLVANIA SAVINGS BANK


                               AND


                     ______________________

                       (the Optionholder)
                                
                                
          Date of Grant:      ____________________

          Number of Shares:   _____________ shares

          Purchase Price:     $___________________

          Option Expires:     ____________________

<PAGE>
                INCENTIVE STOCK OPTION AGREEMENT

Number of shares subject to option:  ______________ shares.

     This Agreement dated ________________ is by and between
Pennsylvania Savings Bank (the "Bank") and ___________________
(the "Optionholder"),

                           WITNESSETH:

1.   Grant of Option

     Pursuant to the provisions of the Pennsylvania Savings Bank 
Stock Option Plan (the "Plan") the Bank hereby grants to the
Optionholder, subject to the terms and conditions of the Plan and
subject further to the terms and conditions herein set forth, the
right and option to purchase from the Bank for cash, or for
common stock of the Bank subject to the approval of the Committee
(as defined in the Plan), all or any part of an aggregate of
__________ shares of Common Stock ($1.00 par value) of the Bank
("Common Stock") at the purchase price of $_______________ per
share, such option to be exercised as hereinafter provided.

2.   Terms and Conditions

     It is understood and agreed that the option evidenced hereby
is subject to the following terms and conditions:

     (a)  Expiration Date.  Subject to the provisions of
          Paragraph 2(d), the option granted hereby shall expire
          on __________________ [not more than 10 years from the
          date of grant, except for an option granted to a 10%
          shareholder, which shall be limited to 5 years].

     (b)  Exercise of Option.  Except as set forth in the Plan,
          no part of this option may be exercised until the
          Optionholder has remained in the employ of the Bank or
          of a Subsidiary of the Bank for a period of one year
          after the date hereof.

          This option may be exercised, to the extent exercisable
          by its terms, in whole or from time to time in part at
          any time prior to the expiration hereof.  Any exercise
          shall be accompanied by a written notice to the Bank
          specifying the number of shares as to which the option
          is being exercised.

     (c)  Payment of Purchase Price Upon Exercise.  At the time
          of any exercise, the purchase price of the shares as to
          which this option shall be exercised shall be paid in
          cash (or, subject to the conditions and limitations
          described in the Plan, by delivering shares of Common
          Stock of the Bank or by delivering a combination of
          such shares and cash equal to the purchase price set
          forth in Paragraph 1 hereof) to the Bank.

     (d)  Exercise Upon Death or Termination of Employment.

          (1)  In the event of the death of the Optionholder
               while an employee of the Bank or of a Subsidiary,
               this option may be exercised, to the extent that
               the Optionholder was entitled to do so at the date
               of termination of employment, by the person or
               persons to whom the Optionholder's rights under
               this option pass by will or applicable law, or if
               no such person has such right by his executors or
               administrators, at any time, or from time to time,
               but in no event later  than the expiration date
               specified in Paragraph 2(a) or one year after the
               Optionholder's death, whichever is earlier.

          (2)  If the Optionholder's employment with the Bank
               terminates because of total and permanent
               disability, then the Optionholder may exercise
               this option at any time, or from time to time,
               within one year after the date of termination, but
               in no event later than the expiration date.

          (3)  If the Optionholder's employment with the Bank
               terminates because of retirement after attaining
               age 65 or retirement at an earlier age with the
               consent of the Board of Trustees, then the
               Optionholder may exercise this option at any time,
               or from time to time, within three months after
               the date of termination, but in no event later
               than the expiration date set forth in 2(a).

          (4)  If the Optionholder's employment with the Bank is
               voluntarily terminated by the Optionholder, except
               for retirement after attaining age 65 or
               retirement at an earlier age with the consent of
               the Board of Trustees, then the option will expire
               on the date of termination of employment.

          (5)  Notwithstanding anything herein to the contrary,
               if the Optionholder's employment is terminated by
               the Bank, all rights to exercise this option shall
               terminate at the date of such termination.

     (e)  Nontransferability.  This option shall not be
          transferable other than by will or by the laws of
          descent and distribution.  During the lifetime of the
          Optionholder, this option shall be exercisable only by
          the Optionholder.

     (f)  Adjustments.  In the event of any change in the Common
          Stock of the Bank by reason of any stock dividend,
          recapitalization, reclassification, merger,
          consolidation, split-up, combination or exchange of
          shares, or of any similar change affecting the Common
          Stock, then in any such event the number and kind of
          shares subject to this option and their purchase price
          per share shall be appropriately adjusted consistent
          with such change.  If any other change in the number or
          kind of the outstanding shares of stock of the Bank
          occurs, an adjustment may be made to the number and
          kind of shares subject to this option and their
          purchase price per share in such manner as a majority
          of the disinterested members of the Board of Directors
          may deem equitable to prevent substantial dilution or
          enlargement of the rights granted to the Optionholder
          hereunder.  Any adjustment so made shall be final and
          binding upon the Optionholder.

     (g)  No Rights as Stockholder.  The Optionholder shall have
          no rights as a stockholder with respect to any shares
          of Common Stock subject to this option prior to the
          date of issuance to him of a certificate or
          certificates for such shares.

     (h)  No Right To Continued Employment.  This option shall
          not confer upon the Optionholder any right with respect
          to continuance of employment by the Bank or any
          Subsidiary, nor shall it interfere in any way with the
          right of his or her employer to terminate his or her
          employment at any time.
 
     (i)  Compliance with Law and Regulations.  This option and
          the obligation of the Bank to sell and deliver shares
          hereunder shall be subject to all applicable federal
          and state laws, rules and regulations and to such
          approvals by any government or regulatory agency as may
          be required.  The Bank shall not be required to issue
          or deliver any certificates for shares of Common Stock
          prior to (1) the listing of such shares on any stock
          exchange on which the Common Stock may then be listed
          and (2) the completion of any registration or
          qualification of such shares under any federal or state
          law, or any rule or regulation of any government body
          which the Bank shall, in its sole discretion, determine
          to be necessary or advisable.

3.   Investment Representation

     The Committee appointed pursuant to Article 3 of the Plan
may require the Optionholder to furnish to the Bank, prior to the
issuance of any shares upon the exercise of all or any part of
this option, an agreement (in such form as such Committee may
specify) in which the Optionholder represents that the shares 
acquired by him upon exercise are being acquired for investment
and not with a view to the sale or distribution thereof.

4.   Optionholder Bound by Plan

     The Optionholder hereby acknowledges receipt of a copy of
the Plan and agrees to be bound by all the terms and provisions
thereof, which, to the extent relevant, are incorporated herein
by reference.  The terms of this Agreement shall not supersede
any term of the Plan.

5.   Notices

     Any notice hereunder to the Bank shall be addressed to it at
its office, 1210 Tasker Street, Philadelphia, Pennsylvania 19148;
Attention:  Anthony DiSandro, President, and any notice hereunder
to Optionholder shall be addressed to him or her at the address
below, subject to the right of either party to designate at any
time hereafter in writing some other address.

     IN WITNESS WHEREOF, Pennsylvania Savings Bank has caused
this Agreement to be executed by a duly authorized officer and
the Optionholder has executed this Agreement, both as of the day
and year first above written.

PENNSYLVANIA SAVINGS BANK          OPTIONHOLDER

By_______________________          _____________________________
  (Signature)                      (Signature)

_________________________          _____________________________
  (Print Name)

_________________________          _____________________________
  (Print Title)                    (Print Address)

<PAGE>
                   STOCK OPTION AGREEMENT FOR
                                
                    NONQUALIFIED STOCK OPTION
                    _________________________
                                
                             BETWEEN
                                
                                
                    PENNSYLVANIA SAVINGS BANK
                                
                                
                               AND
                                
                                
                    _________________________
                       (the Optionholder)

          Date of Grant:      ____________________

          Number of Shares:   _____________ shares

          Purchase Price:     $___________________

          Option Expires:     ____________________

<PAGE>
               NONQUALIFIED STOCK OPTION AGREEMENT

Number of shares subject to option:  _____________ shares.

     This Agreement dated ______________________ is by and
between Pennsylvania Savings Bank (the "Bank") and
____________________ (the "Optionholder"),

                           WITNESSETH:

1.   Grant of Option.

     Pursuant to the provisions of the Pennsylvania Savings Bank 
Stock Option Plan (the "Plan") the Bank hereby grants to the
Optionholder, subject to the terms and conditions of the Plan and
subject further to the terms and conditions herein set forth, the
right and option to purchase from the Bank for cash, or for
common stock of the Bank subject to the approval of the Committee
(as defined in the Plan), all or any part of an aggregate of
__________ shares of Common Stock ($1.00 par value) of the Bank
("Common Stock") at the purchase price of $___________ per share,
such option to be exercised as hereinafter provided.

2.   Terms and Conditions.

     It is understood and agreed that the option evidenced hereby
is subject to the following terms and conditions:

     (a)  Expiration Date.  Subject to the provisions of
          Paragraph 2(d), the option granted hereby shall expire
          on _____________ [not more than 10 years and one month
          from the date of grant].

     (b)  Exercise of Option.  Except as otherwise provided in
          Paragraph 2(d)(6), no part of this option may be
          exercised until the Optionholder has remained in the
          employ of the Bank or of a Subsidiary of the Bank for a
          period of one year after the date hereof.

          This option may be exercised, to the extent exercisable
          by its terms, in whole or from time to time in part at
          any time prior to the expiration hereof.  Any exercise
          shall be accompanied by a written notice to the Bank
          specifying the number of shares as to which the option
          is being exercised.

     (c)  Payment of Purchase Price Upon Exercise.  At the time
          of any exercise the purchase price of the shares as to
          which this option shall be exercised shall be paid in
          cash (or, subject to the conditions and limitations
          described in the Plan, by delivering shares of Common
          Stock of the Bank or by delivering a combination of
          such shares and cash equal to the price per share set
          forth in Paragraph 1 hereof) to the Bank.

     (d)  Exercise Upon Death or Termination of Employment.

          (1)  In the event of the death of the Optionholder
               while an employee of the Bank or of a Subsidiary,
               this option may be exercised, to the extent that
               the Optionholder was entitled to do so at the date
               of termination of employment, by the person or
               persons to whom the Optionholder's rights under
               this option pass by will or applicable law, or if
               no such person has such right by his executors or
               administrators, at any time, or from time to time,
               but in no event later  than the expiration date
               specified in Paragraph 2(a) or one year after the
               Optionholder's death, whichever is earlier.

          (2)  If the Optionholder's employment with the Bank
               terminates because of total and permanent
               disability, then the Optionholder may exercise
               this option at any time, or from time to time,
               within one year after the date of termination, but
               in no event later than the expiration date.

          (3)  If the Optionholder's employment with the Bank
               terminates because of retirement after attaining
               age 65 or retirement at an earlier age with the
               consent of the Board of Trustees, then the
               Optionholder may exercise this option at any time,
               or from time to time, within ____________ [not
               more than 24] months after the date of
               termination, but in no event later than the
               expiration date.

          (4)  If the Optionholder's employment with the Bank is
               voluntarily terminated by the Optionholder, except
               for retirement after attaining age 65 or
               retirement at an earlier age with the consent of
               the Board of Trustees, then the option will expire
               on the date of termination of employment, except
               as otherwise provided in Paragraph 2(d)(6).

          (5)  If the Optionholder's employment is terminated by
               the Bank, all rights to exercise this option shall
               terminate at the date of such termination, except
               as otherwise provided in Paragraph 2(d)(6).
 
          (6)  In the event the Optionholder's employment is
               terminated pursuant to Paragraph 2(d)(4) or
               2(d)(5) and, no later than 30 days thereafter, the
               Committee in its discretion makes a determination
               that such termination is or was "at the
               convenience of the employer," then any
               nonqualified options held by such Optionholder on
               the date of termination shall lapse on the earlier
               of (i) its otherwise scheduled expiration date, or
               (ii) a date that is the first anniversary of the
               Optionholder's termination of employment.  In
               addition, the requirement of Paragraph 2(b) shall
               not apply to such Optionholder, provided, however,
               that no affected option may be exercised until one
               year has elapsed from its grant date.  

               For purposes of this Paragraph 2(d)(6), the phrase
               "at the convenience of the employer" means, with
               respect to the termination of employment of an
               Optionholder, a termination in the nature of a
               layoff, whether effected through a general
               reduction in force or on an individual or small
               group basis, provided such termination of
               employment is unrelated to the terminated
               individual's specific work performance.

     (e)  Nontransferability.  This option shall not be
          transferable other than by will or by the laws of
          descent and distribution.  During the lifetime of the
          Optionholder, this option shall be exercisable only by
          the Optionholder.

     (f)  Adjustments.  In the event of any change in the Common
          Stock of the Bank by reason of any stock dividend,
          recapitalization, reclassification, merger,
          consolidation, split-up, combination or exchange of 
          shares, or of any similar change affecting the Common
          Stock, then in any such event the number and kind of
          shares subject to this option and their purchase price
          per share shall be appropriately adjusted consistent
          with such change.  If any other change in the number or
          kind of the outstanding shares of stock of the Bank
          occurs, an adjustment may be made to the number and
          kind of shares subject to this Option and their
          purchase price per share in such manner as a majority
          of the disinterested members of the Board of Directors
          may deem equitable to prevent substantial dilution or
          enlargement of the rights granted to the Optionholder
          hereunder.  Any adjustment so made shall be final and
          binding upon the Optionholder.

     (g)  No Rights As Stockholder.  The Optionholder shall have
          no rights as a stockholder with respect to any shares
          of Common Stock subject to this option prior to the
          date of issuance to him of a certificate or
          certificates for such shares.

     (h)  No Right to Continued Employment.  This option shall
          not confer upon the Optionholder any right with respect
          to continuance of employment by the Bank or any
          Subsidiary, nor shall it interfere in any way with the
          right of his or her employer to terminate his or her
          employment at any time.  

     (i)  Compliance with Law and Regulations.  This option and
          the obligation of the Bank to sell and deliver shares
          hereunder, shall be subject to all applicable federal
          and state laws, rules and regulations and to such
          approvals by any government or regulatory agency as may
          be required.  The Bank shall not be required to issue
          or deliver any certificates for shares of Common Stock
          prior to (1) the listing of such  shares on any stock
          exchange on which the Common Stock may then be listed
          and (2) the completion of any registration or
          qualification of such shares under any federal or state
          law, or any rule or regulation of any government body
          which the Bank shall, in its sole discretion, determine
          to be necessary or advisable.

3.   Investment Representation.

     The Committee appointed pursuant to Article 3 of the Plan
may require the Optionholder to furnish to the Bank, prior to the
issuance of any shares upon the exercise of all or any part of
this option, an agreement (in such form as such Committee may
specify) in which the Optionholder represents that the shares
acquired by him upon exercise are being acquired for investment
and not with a view to the sale or distribution thereof.  

4.   Optionholder Bound By Plan.

     The Optionholder hereby acknowledges receipt of a copy of
the Plan and any amendments thereto, and agrees to be bound by
all the terms and provisions thereof, which, to the extent
relevant, are incorporated herein by reference.  The terms of
this Agreement shall not supersede any term of the Plan.

5.   Withholding of Taxes.

     The Bank will require as a condition precedent to the
exercise of this option that appropriate arrangements be made for
the withholding of any applicable taxes.  The obligation of the
Optionholder under this paragraph to provide for the payment of
withholding taxes may be satisfied, subject to the provisions of
Section 10.5 of the Plan, by electing to have the Bank withhold
certain of the shares that would otherwise be issuable pursuant
to the exercise of the option granted hereby.

6.   Notices.

     Any notice hereunder to the Bank shall be addressed to it at
its office, 1210 Tasker Street, Philadelphia, Pennsylvania 19148;
Attention:  Anthony DiSandro, President, and any notice hereunder
to Optionholder shall be addressed to him or her at the address
below, subject to the right of either party to designate at any
time hereafter in writing some other address.

     IN WITNESS WHEREOF, Pennsylvania Savings Bank has caused
this Agreement to be executed by a duly authorized officer and
the Optionholder has executed this Agreement, both as of the day
and year first above written.


PENNSYLVANIA SAVINGS BANK          OPTIONHOLDER

By_______________________          _____________________________
  (Signature)                      (Signature)

_________________________          _____________________________
  (Print Name)

_________________________          _____________________________
  (Print Title)                    (Print Address)