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                            Exhibit 10.1

             Employment Agreement between Richard C. Laubach
                and Security of Pennsylvania Financial Corp.


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                        SECURITY OF PENNSYLVANIA FINANCIAL CORP.
                                   EMPLOYMENT AGREEMENT


         This AGREEMENT ("Agreement") is made effective as of December 30, 1998,
by and between Security of Pennsylvania Financial Corp. (the "Holding Company"),
a  corporation  organized  under  the  laws  of  Delaware,  with  its  principal
administrative  office at 31 W. Broad Street,  Hazleton, PA 18201 and Richard C.
Laubach (the  "Executive").  Any  reference to  "Institution"  herein shall mean
Security Savings Association of Hazleton or any successor thereto.

         WHEREAS, the Holding Company wishes to assure itself of the services of
Executive for the period provided in this Agreement; and

         WHEREAS, the Executive is willing to serve in the employ of the Holding
Company for said period.

         NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  herein
contained,  and upon the other terms and conditions  hereinafter  provided,  the
parties hereby agree as follows:

1.       POSITION AND RESPONSIBILITIES.

         During the period of Executive's employment hereunder, Executive agrees
to serve as President and Chief Executive  Officer of the Holding  Company.  The
Executive  shall render  administrative  and management  services to the Holding
Company  such as are  customarily  performed  by persons in a similar  executive
capacity.  During said period, Executive also agrees to serve, if elected, as an
officer and director of any subsidiary of the Holding Company.

2.       TERMS.

         (a) The period of Executive's  employment under this Agreement shall be
deemed to have  commenced as of the date first above written and shall  continue
for a period of thirty-six (36) full calendar months  thereafter.  Commencing on
the date of the execution of this Agreement, the term of this Agreement shall be
extended  for one day each day until such time as the board of  directors of the
Holding Company (the "Board") or Executive  elects not to extend the term of the
Agreement by giving written notice to the other party in accordance with Section
8 of this Agreement, in which case the term of this Agreement shall be fixed and
shall end on the third anniversary of the date of such written notice.

         (b) During the period of Executive's  employment hereunder,  except for
periods of absence  occasioned  by illness,  reasonable  vacation  periods,  and
reasonable  leaves of absence,  Executive  shall  devote  substantially  all his
business time, attention,  skill, and efforts to the faithful performance of his
duties hereunder including  activities and services related to the organization,
operation  and  management  of the  Holding  Company  and its direct or indirect
subsidiaries   ("Subsidiaries")   and   participation  in  community  and  civic
organizations; provided, however, that,


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with the approval of the Board, as evidenced by a resolution of such Board, from
time to time,  Executive  may  serve,  or  continue  to serve,  on the boards of
directors  of,  and hold  any  other  offices  or  positions  in,  companies  or
organizations, which, in such Board's judgment, will not present any conflict of
interest with the Holding Company or its Subsidiaries,  or materially affect the
performance of Executive's duties pursuant to this Agreement.

         (c)   Notwithstanding   anything  herein  contained  to  the  contrary,
Executive's employment with the Holding Company may be terminated by the Holding
Company or Executive during the term of this Agreement, subject to the terms and
conditions of this Agreement. Moreover, in the event the Executive is terminated
or  suspended  from his  position  with the  Institution,  Executive  shall  not
perform,  in any  respect,  directly or  indirectly,  during the pendency of his
temporary or permanent  suspension or termination from the  Institution,  duties
and responsibilities formerly performed at the Institution as part of his duties
and  responsibilities  as President and Chief  Executive  Officer of the Holding
Company.

3.       COMPENSATION AND REIMBURSEMENT.

         (a) The  Executive  shall  be  entitled  to a salary  from the  Holding
Company or its  Subsidiaries of $125,000 per year ("Base  Salary").  Base Salary
shall  include  any amounts of  compensation  deferred  by  Executive  under any
qualified  or  non-qualified  plan  maintained  by the  Holding  Company and its
Subsidiaries.  Such Base Salary  shall be payable  weekly.  During the period of
this Agreement, Executive's Base Salary shall be reviewed at least annually; the
first  such  review  will be made no later  than one year  from the date of this
Agreement.  Such review shall be conducted by the Board or by a Committee of the
Board delegated such responsibility by the Board. The Committee or the Board may
increase  Executive's Base Salary.  Any increase in Base Salary shall become the
"Base  Salary" for  purposes of this  Agreement.  In addition to the Base Salary
provided in this Section 3(a), the Holding Company shall also provide Executive,
at no premium  cost to  Executive,  with all such  other  benefits  as  provided
uniformly  to  permanent  full-time  employees  of the  Holding  Company and its
Subsidiaries.

         (b) The  Executive  shall be entitled to  participate  in any  employee
benefit plans, arrangements and perquisites substantially equivalent to those in
which Executive was participating or otherwise deriving benefit from immediately
prior to the beginning of the term of this  Agreement,  and the Holding  Company
and its Subsidiaries will not, without  Executive's prior written consent,  make
any changes in such plans,  arrangements or perquisites  which would  materially
adversely affect Executive's rights or benefits thereunder, except to the extent
that such changes are made  applicable  to all Holding  Company and  Institution
employees eligible to participate in such plans, arrangements and perquisites on
a  non-discriminatory  basis.  Without  limiting the generality of the foregoing
provisions of this Subsection (b), Executive shall be entitled to participate in
or receive benefits under any employee benefit plans including,  but not limited
to,   retirement   plans,   supplemental   retirement   plans,   pension  plans,
profit-sharing plans,  health-and-accident  plans, medical coverage or any other
employee  benefit plan or arrangement  made available by the Holding Company and
its  Subsidiaries  in the future to its  senior  executives  and key  management
employees,  subject to and on a basis consistent with the terms,  conditions and
overall administration of such


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plans and  arrangements.  Executive shall be entitled to incentive  compensation
and bonuses as provided in any plan of the Holding Company and its  Subsidiaries
in which  Executive is eligible to  participate.  Nothing paid to the  Executive
under  any  such  plan or  arrangement  will be  deemed  to be in lieu of  other
compensation  to which the  Executive  is  entitled  under  this  Agreement.  In
addition,  Executive shall be entitled to receive fees for serving as a director
of the Holding Company.

         (c) In addition to the Base Salary  provided  for by  paragraph  (a) of
this Section 3 and other  compensation  provided  for by  paragraph  (b) of this
Section  3,  the  Holding  Company  shall  pay or  reimburse  Executive  for all
reasonable travel,  including  reasonable expenses for spouses travel, and other
reasonable expenses incurred in the performance of Executive's obligations under
this  Agreement and may provide such  additional  compensation  in such form and
such amounts as the Board may from time to time determine.

4.       PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

         (a) Upon the occurrence of an Event of Termination  (as herein defined)
during the Executive's term of employment  under this Agreement,  the provisions
of  this  Section  shall  apply.  As  used  in  this  Agreement,  an  "Event  of
Termination"  shall mean and include any one or more of the  following:  (i) the
termination by the Holding Company of Executive's full-time employment hereunder
for any reason other than  termination  governed by Section 5(a) hereof,  or for
Cause, as defined in Section 7 hereof;  (ii)  Executive's  resignation  from the
Holding  Company's  employ,  upon,  any (A)  failure  to elect or  reelect or to
appoint or reappoint Executive as President and Chief Executive Officer,  unless
consented to by the Executive,  (B) a material  change in Executive's  function,
duties, or responsibilities with the Holding Company or its Subsidiaries,  which
change would cause Executive's position to become one of lesser  responsibility,
importance,  or scope from the  position  and  attributes  thereof  described in
Section 1, above,  unless  consented to by the  Executive,  (C) a relocation  of
Executive's  principal  place  of  employment  by more  than 25  miles  from its
location at the effective  date of this  Agreement,  unless  consented to by the
Executive,  (D) a material  reduction  in the benefits  and  perquisites  to the
Executive from those being provided as of the effective date of this  Agreement,
unless  consented to by the  Executive,  (E) a liquidation or dissolution of the
Holding  Company  or the  Institution,  or (F) breach of this  Agreement  by the
Holding Company. Upon the occurrence of any event described in clauses (A), (B),
(C), (D) (E) or (F), above, Executive shall have the right to elect to terminate
his employment under this Agreement by resignation upon not less than sixty (60)
days prior written notice given within six full calendar  months after the event
giving rise to said right to elect.

         (b) Upon the  occurrence  of an  Event of  Termination,  on the Date of
Termination,  as defined in Section 8, the Holding Company shall be obligated to
pay Executive,  or, in the event of his  subsequent  death,  his  beneficiary or
beneficiaries, or his estate, as the case may be, a sum equal to the sum of: (i)
the amount of the remaining  payments that the Executive would have earned if he
had continued his employment with the  Institution  during the remaining term of
this Agreement at the Executive's  Base Salary at the Date of  Termination;  and
(ii) the amount equal to the annual  contributions  that would have been made on
Executive's behalf to any employee benefit plans of the


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Institution  or the Holding  Company during the remaining term of this Agreement
based on contributions made (on an annualized basis) at the Date of Termination.
At the election of the Executive, which election is to be made prior to an Event
of Termination,  such payments shall be made in a lump sum. In the event that no
election is made,  payment to the  Executive  will be made on a monthly basis in
approximately  equal  installments  during the remaining  term of the Agreement.
Such  payments  shall not be reduced in the event the  Executive  obtains  other
employment following termination of employment.

         (c) Upon the occurrence of an Event of Termination, the Holding Company
will  cause to be  continued  life,  medical,  dental  and  disability  coverage
substantially  equivalent to the coverage  maintained by the Holding  Company or
its  Subsidiaries  for Executive  prior to his termination at no premium cost to
the  Executive.  Such coverage  shall cease upon the expiration of the remaining
term of this Agreement.

5.       CHANGE IN CONTROL.

         (a) For  purposes  of this  Agreement,  a "Change  in  Control"  of the
Holding  Company or the  Institution  shall mean an event of a nature that;  (i)
would be required to be reported in response to Item 1(a) of the current  report
on Form 8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of
the Securities  Exchange Act of 1934 (the "Exchange  Act"); or (ii) results in a
Change in Control of the  Institution or the Holding  Company within the meaning
of the Home Owners' Loan Act of 1933, as amended,  the Federal Deposit Insurance
Act,  or  the  Rules  and  Regulations  promulgated  by  the  Office  of  Thrift
Supervision  (or its  predecessor  agency),  as in  effect  on the  date  hereof
(provided,  that in applying  the  definition  of change in control as set forth
under the rules and  regulations  of the OTS,  the Board  shall  substitute  its
judgment  for that of the OTS);  or (iii)  without  limitation  such a Change in
Control  shall be deemed to have  occurred at such time as (A) any  "person" (as
the term is used in Sections  13(d) and 14(d) of the Exchange Act) is or becomes
the  "beneficial  owner"  (as  defined in Rule 13d-3  under the  Exchange  Act),
directly or indirectly,  of voting  securities of the Institution or the Holding
Company  representing 20% or more of the  Institution's or the Holding Company's
outstanding voting securities or right to acquire such securities except for any
voting  securities of the  Institution  purchased by the Holding Company and any
voting securities  purchased by any employee benefit plan of the Holding Company
or its  Subsidiaries;  or (B)  individuals  who constitute the Board on the date
hereof (the  "Incumbent  Board")  cease for any reason to  constitute at least a
majority thereof, provided that any person becoming a director subsequent to the
date hereof whose election was approved by a vote of at least  three-quarters of
the directors  comprising the Incumbent  Board, or whose nomination for election
by the  Company's  stockholders  was approved by a Nominating  Committee  solely
composed of members which are Incumbent Board members, shall be, for purposes of
this clause (B),  considered as though he were a member of the Incumbent  Board;
or  (C) a  plan  of  reorganization,  merger,  consolidation,  sale  of  all  or
substantially  all the  assets of the  Institution  or the  Holding  Company  or
similar transaction occurs or is effectuated in which the Institution or Holding
Company  is not the  resulting  entity;  provided,  however,  that such an event
listed above will be deemed to have  occurred or to have been  effectuated  upon
the receipt of all required federal regulatory approvals not including the lapse
of any statutory waiting periods;  or (D) a proxy statement has been distributed
soliciting


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proxies from  stockholders  of the Holding  Company,  by someone  other than the
current  management of the Holding Company,  seeking  stockholder  approval of a
plan of  reorganization,  merger or  consolidation  of the  Holding  Company  or
Institution  with one or more  corporations as a result of which the outstanding
shares of the class of securities  then subject to such plan or transaction  are
exchanged for or converted into cash or property or securities not issued by the
Institution or the Holding Company shall be  distributed;  or (E) a tender offer
is made for 20% or more of the voting  securities of the  Institution or Holding
Company then outstanding.

         (b) If a Change in Control has occurred pursuant to Section 5(a) or the
Board has determined  that a Change in Control has occurred,  Executive shall be
entitled to the benefits  provided in paragraphs (c) and, (d), of this Section 5
upon his  subsequent  termination  of  employment at any time during the term of
this Agreement due to (i) Executive's  dismissal,  or (ii) Executive's voluntary
resignation  following  any  demotion,  loss of  title,  office  or  significant
authority or  responsibility,  reduction in the annual  compensation or material
reduction in benefits or relocation of his principal place of employment by more
than 25 miles from its  location  immediately  prior to the  change in  control,
unless such  termination  is because of his death or  Termination  for Cause (as
defined herein).

         (c) Upon the  Executive's  entitlement to benefits  pursuant to Section
5(b), the Holding Company shall pay Executive, or in the event of his subsequent
death, his beneficiary or  beneficiaries,  or his estate, as the case may be, as
severance pay or liquidated damages, or both, a sum equal to the greater of: (i)
the  payments due for the  remaining  term of the  Agreement;  or (ii) three (3)
times Executive's average annual compensation for the five (5) preceding taxable
years. Such annual compensation shall include Base Salary, commissions, bonuses,
contributions  on behalf of  Executive to any pension and profit  sharing  plan,
severance  payments,  directors or committee fees and fringe benefits paid or to
be paid to the Executive  during such years.  At the election of the  Executive,
which election is to be made prior to a Change in Control, such payment shall be
made in a lump sum.  In the  event  that no  election  is made,  payment  to the
Executive will be made on a monthly basis in  approximately  equal  installments
during the remaining term of the  Agreement.  Such payments shall not be reduced
in the  event  Executive  obtains  other  employment  following  termination  of
employment.

         (d) Upon the  Executive's  entitlement to benefits  pursuant to Section
5(b),  the  Company  will  cause  to be  continued  life,  medical,  dental  and
disability coverage  substantially  equivalent to the coverage maintained by the
Institution  for  Executive  at no  premium  cost  to  Executive  prior  to  his
severance.  Such  coverage  and  payments  shall  cease upon the  expiration  of
thirty-six (36) months following the Change in Control.

6.       CHANGE OF CONTROL RELATED PROVISIONS.

         (a)     Notwithstanding the provisions of Section 5, in the event that:

                 (i)       the  aggregate  payments  or  benefits  to be made or
                           afforded  to  Executive,   which  are  deemed  to  be
                           parachute  payments  as  defined  in  Section 280G of



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                           the Internal  Revenue  Code of 1986,  as amended (the
                           "Code") or any successor  thereof,  (the "Termination
                           Benefits")  would be deemed  to  include  an  "excess
                           parachute  payment"  under  Section 280G of the Code;
                           and

                  (ii)     if  such  Termination  Benefits  were  reduced  to an
                           amount  (the "Non-Triggering Amount"),  the  value of
                           which is one dollar ($1.00) less than an amount equal
                           to  three  (3)  times  Executive's  "base amount," as
                           determined  in  accordance with said Section 280G and
                           the Non-Triggering Amount less  the  product  of  the
                           marginal  rate  of  any  applicable state and federal
                           income  tax  and  the  Non Triggering Amount would be
                           greater than the aggregate value  of  the Termination
                           Benefits  (without  such  reduction)  minus  (i)  the
                           amount of  tax  required to  be paid by the Executive
                           thereon by Section 4999 of the Code and further minus
                           (ii) the product of the Termination Benefits  and the
                           marginal rate  of  any  applicable  state and federal
                           income tax,

then the Termination Benefits shall be reduced to the Non-Triggering Amount. The
allocation of the reduction required hereby among the Termination Benefits shall
be determined by the Executive.

7.       TERMINATION FOR CAUSE.

         The term  "Termination for Cause" shall mean  termination  because of a
material loss to the Holding  Company or one of its  Subsidiaries  caused by the
Executive's  intentional failure to perform stated duties,  personal dishonesty,
willful violation of any law, rule, regulation (other than traffic violations or
similar  offenses),  final  cease and  desist  order or  material  breach of any
provision  of this  Agreement.  For  purposes  of this  Section,  no act, or the
failure to act, on Executive's  part shall be "willful"  unless done, or omitted
to be done, not in good faith and without  reasonable  belief that the action or
omission was in the best  interest of the Holding  Company or its  Subsidiaries.
Notwithstanding  the  foregoing,  Executive  shall  not be  deemed  to have been
terminated  for Cause unless and until there shall have been  delivered to him a
Notice of Termination which shall include a copy of a resolution duly adopted by
the affirmative vote of not less than  three-fourths of the members of the Board
at a meeting of the Board  called and held for that  purpose  (after  reasonable
notice to Executive and an  opportunity  for him,  together with counsel,  to be
heard before the Board),  finding  that in the good faith  opinion of the Board,
Executive was guilty of conduct justifying  Termination for Cause and specifying
the  particulars  thereof in detail.  The Executive  shall not have the right to
receive  compensation  or other  benefits for any period after  Termination  for
Cause.  During the period beginning on the date of the Notice of Termination for
Cause  pursuant  to  Section 8 hereof  through  the Date of  Termination,  stock
options and related  limited rights granted to Executive  under any stock option
plan shall not be exercisable nor shall any unvested awards granted to Executive
under any stock benefit plan of the Holding Company or its Subsidiaries vest. At
the Date of Termination,  such stock options and related limited rights and such
unvested  awards shall become null and void and shall not be  exercisable  by or
delivered to Executive at any time  subsequent to such Date of  Termination  for
Cause.

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8.       NOTICE.

         (a) Any purported  termination  by the Holding  Company or by Executive
shall be  communicated  by Notice of Termination to the other party hereto.  For
purposes  of this  Agreement,  a "Notice  of  Termination"  shall mean a written
notice which shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive's  employment  under the
provision so indicated.

         (b) "Date of  Termination"  shall mean the date specified in the Notice
of Termination (which, in the case of a Termination for Cause, shall not be less
than thirty (30) days from the date such Notice of Termination is given).

         (c) If,  within  thirty  (30) days after any Notice of  Termination  is
given,  the party receiving such Notice of Termination  notifies the other party
that a dispute exists concerning the termination,  except upon the occurrence of
a Change in Control and voluntary termination by the Executive in which case the
Date of  Termination  shall be the date  specified  in the  Notice,  the Date of
Termination shall be the date on which the dispute is finally determined, either
by mutual written agreement of the parties,  by a binding  arbitration award, or
by a final judgment,  order or decree of a court of competent  jurisdiction (the
time for appeal  therefrom  having expired and no appeal having been  perfected)
and provided further that the Date of Termination  shall be extended by a notice
of dispute  only if such notice is given in good faith and the party giving such
notice  pursues  the  resolution  of such  dispute  with  reasonable  diligence.
Notwithstanding  the  pendency of any such  dispute,  the Holding  Company  will
continue to pay Executive his full compensation in effect when the notice giving
rise to the dispute was given  (including,  but not limited to, Base Salary) and
continue him as a participant in all  compensation,  benefit and insurance plans
in which he was  participating  when the notice of dispute was given,  until the
dispute is finally  resolved in  accordance  with this  Agreement.  Amounts paid
under this Section are in addition to all other amounts due under this Agreement
and shall not be offset  against  or reduce  any other  amounts  due under  this
Agreement.

9. POST-TERMINATION OBLIGATIONS.

         All payments and benefits to Executive  under this  Agreement  shall be
subject  to  Executive's  compliance  with this  Section 9 for one (1) full year
after  the  earlier  of the  expiration  of this  Agreement  or  termination  of
Executive's   employment  with  the  Holding  Company.   Executive  shall,  upon
reasonable  notice,  furnish  such  information  and  assistance  to the Holding
Company as may reasonably be required by the Holding  Company in connection with
any litigation in which it or any of its  subsidiaries  or affiliates is, or may
become, a party.

10. NON-COMPETITION AND NON-DISCLOSURE.

         (a) Upon any termination of Executive's  employment  hereunder pursuant
to Section 4 hereof, Executive agrees not to compete with the Holding Company or
its  Subsidiaries for a period of one (1) year following such termination in any
city, town or county in which the Executive's


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normal  business  office  is  located  and  the  Holding  Company  or any of its
Subsidiaries  has an office or has filed an application for regulatory  approval
to  establish  an office and any county  adjacent to such city,  town or county,
determined as of the  effective  date of such  termination,  except as agreed to
pursuant to a resolution duly adopted by the Board. Executive agrees that during
such period and within said cities, towns and counties, Executive shall not work
for or advise,  consult or otherwise  serve with,  directly or  indirectly,  any
entity whose business materially competes with the depository,  lending or other
business  activities  of the Holding  Company or its  Subsidiaries.  The parties
hereto,  recognizing that irreparable  injury will result to the Holding Company
or its  Subsidiaries,  its  business  and  property in the event of  Executive's
breach of this  Subsection  10(a)  agree that in the event of any such breach by
Executive, the Holding Company or its Subsidiaries will be entitled, in addition
to any other  remedies and damages  available,  to an injunction to restrain the
violation hereof by Executive, Executive's partners, agents, servants, employees
and all  persons  acting  for or under the  direction  of  Executive.  Executive
represents  and admits that in the event of the  termination  of his  employment
pursuant to Section 7 hereof,  Executive's  experience and capabilities are such
that Executive can obtain employment in a business engaged in other lines and/or
of a different nature than the Holding Company or its Subsidiaries, and that the
enforcement  of a remedy by way of injunction  will not prevent  Executive  from
earning a  livelihood.  Nothing  herein will be  construed  as  prohibiting  the
Holding Company or its Subsidiaries  from pursuing any other remedies  available
to the Holding Company or its Subsidiaries for such breach or threatened breach,
including the recovery of damages from Executive.

         (b) Executive  recognizes  and  acknowledges  that the knowledge of the
business activities and plans for business activities of the Holding Company and
its  Subsidiaries as it may exist from time to time, is a valuable,  special and
unique  asset of the  business  of the  Holding  Company  and its  Subsidiaries.
Executive  will not,  during or after the term of his  employment,  disclose any
knowledge of the past, present, planned or considered business activities of the
Holding Company and its Subsidiaries thereof to any person,  firm,  corporation,
or other entity for any reason or purpose whatsoever unless expressly authorized
by the Board of Directors  or required by law.  Notwithstanding  the  foregoing,
Executive  may disclose  any  knowledge of banking,  financial  and/or  economic
principles,  concepts or ideas which are not solely and exclusively derived from
the business  plans and  activities  of the Holding  Company.  In the event of a
breach or threatened  breach by the Executive of the provisions of this Section,
the Holding Company will be entitled to an injunction restraining Executive from
disclosing,  in whole or in part, the knowledge of the past, present, planned or
considered  business  activities of the Holding  Company or its  Subsidiaries or
from rendering any services to any person,  firm,  corporation,  other entity to
whom such knowledge, in whole or in part, has been disclosed or is threatened to
be  disclosed.  Nothing  herein will be  construed  as  prohibiting  the Holding
Company from pursuing any other  remedies  available to the Holding  Company for
such  breach or  threatened  breach,  including  the  recovery  of damages  from
Executive.

11.      SOURCE OF PAYMENTS.

         (a) All  payments  provided in this  Agreement  shall be timely paid in
cash or check from the general funds of the Holding  Company  subject to Section
11(b).


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         (b) Notwithstanding any provision herein to the contrary, to the extent
that  payments  and  benefits,  as  provided by this  Agreement,  are paid to or
received by Executive  under the Employment  Agreement  dated December 30, 1998,
between Executive and the Institution,  such compensation  payments and benefits
paid by the Institution will be subtracted from any amount due simultaneously to
Executive under similar provisions of this Agreement.  Payments pursuant to this
Agreement and the Institution  Agreement shall be allocated in proportion to the
level of activity and the time  expended on such  activities by the Executive as
determined by the Holding Company and the Institution on a quarterly basis.

12.      EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.

         This Agreement  contains the entire  understanding  between the parties
hereto and supersedes any prior employment agreement between the Holding Company
or any  predecessor  of the  Holding  Company  and  Executive,  except that this
Agreement  shall not affect or operate  to reduce  any  benefit or  compensation
inuring to the  Executive  of a kind  elsewhere  provided.  No provision of this
Agreement  shall be  interpreted  to mean that Executive is subject to receiving
fewer benefits than those available to him without reference to this Agreement.

13.      NO ATTACHMENT.

         (a) Except as required by law, no right to receive  payments under this
Agreement  shall be  subject to  anticipation,  commutation,  alienation,  sale,
assignment,  encumbrance,  charge,  pledge, or  hypothecation,  or to execution,
attachment,  levy, or similar process or assignment by operation of law, and any
attempt,  voluntary  or  involuntary,  to affect any such action  shall be null,
void, and of no effect.

         (b) This Agreement  shall be binding upon, and inure to the benefit of,
Executive and the Holding  Company and their  respective  successors,  heirs and
assigns.

14.      MODIFICATION AND WAIVER.

         (a)  This  Agreement  may  not be  modified  or  amended  except  by an
instrument in writing signed by the parties hereto.

         (b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement,  except by written  instrument of the party charged with such
waiver or estoppel.  No such written waiver shall be deemed a continuing  waiver
unless specifically  stated therein,  and each such waiver shall operate only as
to the specific  term or condition  waived and shall not  constitute a waiver of
such term or condition for the future as to any act other than that specifically
waived.


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<PAGE> 11



15.      SEVERABILITY.

         If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this  Agreement or any part of such  provision not held so invalid,  and each
such other  provision and part thereof shall to the full extent  consistent with
law continue in full force and effect.

16.      HEADINGS FOR REFERENCE ONLY.

         The headings of sections and paragraphs  herein are included solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

         Wherever any words are used herein in the masculine, feminine or neuter
gender,  they shall be construed as though they were also used in another gender
in all cases where they would so apply.

17.      GOVERNING LAW.

         This  Agreement  shall be governed by the laws of the State of Delaware
regardless of the laws that might otherwise govern under  applicable  principles
of conflicts of law, unless otherwise specified herein.

18.      ARBITRATION.

         Notwithstanding  any right to  enforcement  under  Section  10(a),  any
dispute or controversy  arising under or in connection with this Agreement shall
be  settled  exclusively  by  arbitration,  conducted  before  a panel  of three
arbitrators  sitting in a location  selected by the Executive  within fifty (50)
miles from the location of the Institution,  in accordance with the rules of the
American Arbitration  Association then in effect. Judgment may be entered on the
arbitrator's award in any court having  jurisdiction;  provided,  however,  that
Executive shall be entitled to seek specific performance of his right to be paid
until the Date of Termination  during the pendency of any dispute or controversy
arising under or in connection with this Agreement.

         In the event any dispute or controversy  arising under or in connection
with Executive's  termination is resolved in favor of the Executive,  whether by
judgment, arbitration or settlement,  Executive shall be entitled to the payment
of all  back-pay,  including  salary,  bonuses and any other cash  compensation,
fringe  benefits and any  compensation  and benefits  due  Executive  under this
Agreement.



                                      10

<PAGE> 12



19.      PAYMENT OF LEGAL FEES.

         All reasonable legal fees paid or incurred by Executive pursuant to any
dispute or question of  interpretation  relating to this Agreement shall be paid
or reimbursed by the Holding Company,  if Executive is successful  pursuant to a
legal judgment, arbitration or settlement.

20.      INDEMNIFICATION.

         (a) The Holding Company shall provide  Executive  (including his heirs,
executors and  administrators)  with coverage  under a standard  directors'  and
officers'  liability  insurance  policy  at its  expense,  and  shall  indemnify
Executive (and his heirs,  executors and  administrators)  to the fullest extent
permitted  under  Delaware law against all expenses and  liabilities  reasonably
incurred  by him in  connection  with  or  arising  out of any  action,  suit or
proceeding  in which he may be  involved by reason of him having been a director
or officer of the Holding Company  (whether or not he continues to be a director
or officer at the time of incurring such expenses or liabilities), such expenses
and liabilities to include,  but not be limited to,  judgments,  court costs and
attorneys' fees and the cost of reasonable settlements.

         (b) Any payments made to Executive pursuant to this Section are subject
to and conditioned upon compliance with 12 U.S.C.  Section 1828(k) and 12 C.F.R.
Part 359 and any rules or regulations promulgated thereunder.


21.      SUCCESSOR TO THE HOLDING COMPANY.

         The Holding  Company shall  require any successor or assignee,  whether
direct or indirect, by purchase,  merger,  consolidation or otherwise, to all or
substantially  all the  business  or assets of the  Institution  or the  Holding
Company,  expressly  and  unconditionally  to assume  and agree to  perform  the
Holding Company's  obligations  under this Agreement,  in the same manner and to
the same extent that the Holding Company would be required to perform if no such
succession or assignment had taken place.



                                     11

<PAGE> 13


                                   SIGNATURES


         IN WITNESS WHEREOF, Security of Pennsylvania Financial Corp. has caused
this  Agreement to be executed  and its seal to be affixed  hereunto by its duly
authorized  officer and its directors,  and Executive has signed this Agreement,
on the 14th day of January, 1999.


ATTEST:                                  SECURITY OF PENNSYLVANIA
                                         FINANCIAL CORP.



/s/ Nancy Latoff                         By: /s/ Richard C. Laubach
--------------------------                   -----------------------------------
                                             For the Entire Board of Directors



              [SEAL]


WITNESS:                                     EXECUTIVE




/s/ Nancy Latoff                         By: /s/ Richard C. Laubach
--------------------------                   -----------------------------------
                                             Richard C. Laubach




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