<PAGE> 1


                                  Exhibit 10.3

                 Employment Agreement between Richard C. Laubach
                  and Security Savings Association of Hazleton


<PAGE> 2


                      SECURITY SAVINGS ASSOCIATION OF HAZLETON
                               EMPLOYMENT AGREEMENT


         This  AGREEMENT is made effective as of December 30, 1998, by and among
Security   Savings    Association   of   Hazleton   (the    "Association"),    a
Pennsylvania-chartered  financial institution, with its principal administrative
office at 31 W. Broad  Street,  Hazleton,  PA 18201,  Security  of  Pennsylvania
Financial  Corp.,  a  corporation  organized  under  the  laws of the  State  of
Delaware,  the holding company for the Association (the "Holding Company"),  and
Richard C. Laubach ("Executive").

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

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

2.       TERMS AND DUTIES.

         (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 first anniversary date of this Agreement, and continuing on each anniversary
thereafter,  the  disinterested  members  of  the  board  of  directors  of  the
Association  ("Board") may extend the Agreement an additional year such that the
remaining  term of the  Agreement  shall be three (3) years unless the Executive
elects  not to extend the term of this  Agreement  by giving  written  notice in
accordance with Section 8 of this Agreement. The Board will review the Agreement
and  Executive's  performance  annually for purposes of  determining  whether to
extend the Agreement and the rationale and results  thereof shall be included in
the minutes of the Board's meeting. The Board shall give notice to the Executive
as soon as  possible  after such  review as to whether  the  Agreement  is to be
extended.

         (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,


                                       

<PAGE> 3



operation and management of the Association and  participation  in community and
civic organizations; provided, however, that, 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  Association,  or materially
affect the performance of Executive's duties pursuant to this Agreement.

         (c)  Notwithstanding  anything  herein  to  the  contrary,  Executive's
employment  with the  Association  may be terminated by the  Association  or the
Executive during the term of this Agreement, subject to the terms and conditions
of this Agreement.

3.       COMPENSATION AND REIMBURSEMENT.

         (a) The  Association  shall pay Executive as  compensation  a salary 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 Association.  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 Association shall
also provide  Executive,  at no premium cost to  Executive,  with all such other
benefits as are  provided  uniformly  to  permanent  full-time  employees of the
Association.

         (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 Association  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  such  changes  are made
applicable to all Association  employees 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  Association 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  plans  and
arrangements.  Executive shall be entitled to incentive compensation and bonuses
as provided in any plan of the  Association  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 Association.

         (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 Association shall pay or


                                      - 2 -

<PAGE> 4



reimburse  Executive for all  reasonable  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 Association of Executive's full-time employment hereunder for
any  reason  other  than a  termination  governed  by Section  5(a)  hereof,  or
Termination  for  Cause,  as  defined  in  Section  7 hereof;  (ii)  Executive's
resignation  from the  Association'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,  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  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,  or (E) a liquidation or  dissolution  of the  Association or Holding
Company, or (F) breach of this Agreement by the Association. 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 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 Association 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 an amount 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  Association  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  Association  or the
Holding   Company  during  the  remaining  term  of  this  Agreement   based  on
contributions  made  (on an  annualized  basis)  at  the  Date  of  Termination;
provided,  however, that any payments pursuant to this subsection and subsection
4(c) below,  shall not, in the  aggregate,  exceed  three (3) times  Executive's
average  annual  compensation  for the  five  most  recent  taxable  years  that
Executive has been employed by the Association or such lesser number of years in
the event that Executive  shall have been employed by the  Association  for less
than five years.  In the event the  Association  is not in  compliance  with its
minimum capital requirements or if such payments pursuant to this subsection (b)
would cause the Association's capital to be reduced below its minimum regulatory
capital  requirements,  such payments  shall be deferred  until such time as the
Association or successor  thereto is in capital  compliance.  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 as of the  Executive's  Date  of
Termination. In the event that no election is made, payment to Executive will be
made on a monthly basis in approximately equal installments during the remaining


                                     - 3 -

<PAGE> 5



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  Association
will  cause to be  continued  life,  medical,  dental  and  disability  coverage
substantially  identical to the coverage  maintained by the  Association  or the
Holding Company for Executive prior to his termination at no premium cost to the
Executive,  except to the extent such coverage may be changed in its application
to all Association or Holding Company employees.  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
Association  or Holding  Company shall mean an event of a nature that: (i) would
be required  to be reported in response to Item 1 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,  as amended  (the  "Exchange  Act");  or (ii)
results in a Change in Control of the  Association 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 ("OTS") (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 Association or the Holding
Company  representing 25% or more of the  Association's or the Holding Company's
outstanding voting securities or right to acquire such securities except for any
voting  securities of the  Association  purchased by the Holding Company and any
voting  securities  purchased by any employee benefit plan of the Association or
the Holding  Company,  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  Holding  Company's  stockholders  was  approved  by the same  Nominating
Committee  serving  under an  Incumbent  Board,  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 Association or the Holding Company or similar  transaction
occurs in which the Association 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 regulatory
approvals not including the lapse of any statutory waiting periods.

         (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: (1) Executive's  dismissal or (2)  Executive's  voluntary
resignation  following  any  demotion,  loss of  title,  office  or  significant
authority or


                                       - 4 -

<PAGE> 6



responsibility,  material  reduction  in  annual  compensation  or  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 Executive's  entitlement to benefits pursuant to Section 5(b),
the Association  shall 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 greater of: (1) the payments due for the remaining term of the Agreement;
or 2) three (3) times Executive's  average Annual  Compensation for the five (5)
most recent taxable years that Executive has been employed by the Association or
such lesser number of years in the event that Executive shall have been employed
by  the  Association  for  less  than  five  (5)  years.   Such  average  Annual
Compensation shall include Base Salary, commissions,  bonuses,  contributions on
Executive's  behalf  to  any  pension  and/or  profit  sharing  plan,  severance
payments, retirement payments, directors or committee fees, fringe benefits paid
or to be paid to the  Executive in any such year,  and payment of expense  items
without  accountability  or  business  purpose  or  that  do not  meet  the  IRS
requirements for deductibility by the Institution;  provided  however,  that any
payment under this  provision and  subsection  5(d) below shall not exceed three
(3)  times  the  Executive's  average  annual  compensation.  In the  event  the
Association is not in compliance  with its minimum  capital  requirements  or if
such  payments  would cause the  Association's  capital to be reduced  below its
minimum regulatory capital  requirements,  such payments shall be deferred until
such time as the Association or successor thereto is in capital  compliance.  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 as of the Executive's Date of
Termination.  In the event that no  election is made,  payment to the  Executive
will be made in  approximately  equal  installments  on a monthly  basis  over a
period of thirty-six  (36) months  following the Executive's  termination.  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  Association  will cause to be continued  life,  medical,  dental and
disability  coverage  substantially  identical to the coverage maintained by the
Association  for  Executive  prior to his  severance  at no premium  cost to the
Executive,  except  to the  extent  that such  coverage  may be  changed  in its
application for all Association  employees on a  non-discriminatory  basis. Such
coverage and payments shall cease upon the expiration of thirty-six  (36) months
following the Date of Termination.

6.       CHANGE OF CONTROL RELATED PROVISIONS

         Notwithstanding  the  provisions  of Section  5, in no event  shall the
aggregate  payments or benefits to be made or afforded to  Executive  under said
paragraphs (the "Termination Benefits") constitute an "excess parachute payment"
under Section 280G of the Code or any successor  thereto,  and in order to avoid
such a result,  Termination Benefits will be reduced, if necessary, 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. The allocation of the reduction  required
hereby among the Termination  Benefits provided by Section 5 shall be determined
by Executive.



                                   - 5 -

<PAGE> 7



7.       TERMINATION FOR CAUSE.

         The term  "Termination  for Cause"  shall mean  termination  because of
Executive's personal dishonesty, incompetence, willful misconduct, any breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  willful  violation of any law, rule or  regulation  (other than traffic
violations  or similar  offenses)  or final  cease-and-desist  order or material
breach  of any  provision  of this  Agreement.  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 a majority 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's conduct justified a finding of
Termination  for  Cause  and  specifying  the  particulars  thereof  in  detail.
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 for Cause,  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
Association,  the Holding Company or any subsidiary or affiliate thereof,  vest.
At the Date of  Termination  for Cause,  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
Termination for Cause.

8.       NOTICE.

         (a) Any purported  termination by the Association 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 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,  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, in the event the Executive is
terminated for reasons other than  Termination  for Cause the  Association  will
continue to pay Executive his Base Salary in effect when the notice


                                       - 6 -

<PAGE> 8



giving rise to the dispute was given until the earlier of:  1) the resolution of
the  dispute  in  accordance  with this Agreement or 2)  the  expiration  of the
remaining  term  of this Agreement as determined as of the  Date of Termination.
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 Association.  Executive shall,  upon reasonable
notice,  furnish such  information  and  assistance  to the  Association  as may
reasonably be required by the  Association 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 Association for a
period of one (1) year following such termination in any city, town or county in
which the Executive's  normal business office is located and the Association 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  Association.  The parties hereto,  recognizing that
irreparable injury will result to the Association,  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 Association 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.  Nothing herein
will be  construed  as  prohibiting  the  Association  from  pursuing  any other
remedies  available to the  Association  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  Association  and
affiliates  thereof,  as it may exist from time to time, is a valuable,  special
and unique asset of the business of the Association.  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  Association  or
affiliates  thereof to any person,  firm,  corporation,  or other entity for any
reason or purpose  whatsoever.  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  Association.  Further,  Executive  may  disclose
information  regarding the business activities of the Association to the OTS and
the  Federal  Deposit  Insurance  Corporation  ("FDIC")  pursuant  to  a  formal
regulatory  request.  In the event of a breach or threatened breach by Executive
of the provisions of this Section,


                                    - 7 -

<PAGE> 9



the  Association  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 Association or affiliates thereof, 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 Association from
pursuing  any other  remedies  available to the  Association  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  Association.  The Holding  Company,
however,  unconditionally  guarantees  payment and  provision of all amounts and
benefits due  hereunder to Executive  and, if such amounts and benefits due from
the Association are not timely paid or provided by the Association, such amounts
and benefits shall be paid or provided by the Holding Company.

         (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, 1999,
between  Executive  and the Holding  Company,  such  compensation  payments  and
benefits  paid by the Holding  Company will be  subtracted  from any amounts due
simultaneously to Executive under similar provisions of this Agreement. Payments
pursuant to this Agreement and the Holding Company  Agreement shall be allocated
in proportion to the services  rendered and time expended on such  activities by
Executive  as  determined  by the  Holding  Company  and  the  Association  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 Association or
any  predecessor of the  Association  and Executive,  except that this Agreement
shall not affect or operate to reduce  any  benefit or  compensation  inuring to
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  Association  and their  respective  successors,  heirs,  and
assigns.


                                     - 8 -

<PAGE> 10



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.

15.      REQUIRED PROVISIONS.

         (a) The Association may terminate  Executive's  employment at any time,
but any termination by the Association,  other than Termination for Cause, shall
not prejudice  Executive's  right to  compensation  or other benefits under this
Agreement.  Executive shall not have the right to receive  compensation or other
benefits  for any  period  after  Termination  for Cause as defined in Section 7
hereinabove.

         (b) If Executive is suspended from office and/or temporarily prohibited
from  participating  in the  conduct  of the  Association's  affairs by a notice
served under Section 8(e)(3) or 8(g)(1) of the Federal Deposit Insurance Act, 12
U.S.C.  ss.1818(e)(3)  or  (g)(1);  the  Association's  obligations  under  this
contract  shall  be  suspended  as of the  date of  service,  unless  stayed  by
appropriate  proceedings.  If the  charges  in the  notice  are  dismissed,  the
Association  may in its  discretion:  (i)  pay  Executive  all  or  part  of the
compensation withheld while their contract obligations were suspended;  and (ii)
reinstate (in whole or in part) any of the obligations which were suspended.

         (c)  If  Executive  is  removed  and/or  permanently   prohibited  from
participating  in the conduct of the  Association's  affairs by an order  issued
under Section 8(e)(4) or 8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C.
ss.1818(e)(4) or (g)(1),  all obligations of the Association under this contract
shall terminate as of the effective date of the order,  but vested rights of the
contracting parties shall not be affected.

         (d) If the  Association is in default as defined in Section  3(x)(1) of
the Federal Deposit  Insurance Act, 12 U.S.C.  ss.1813(x)(1)  all obligations of
the  Association  under this contract shall terminate as of the date of default,
but this  paragraph  shall not  affect  any  vested  rights  of the  contracting
parties.

         (e) All  obligations  of the  Association  under this contract shall be
terminated, except to the extent determined that continuation of the contract is
necessary for the continued operation of the institution: (i) by the Director of
the OTS (or her designee), the FDIC or the Resolution Trust Corporation,  at the
time the FDIC enters into an agreement to provide  assistance to or on behalf of
the  Association  under the authority  contained in Section 13(c) of the Federal
Deposit Insurance Act, 12 U.S.C. ss.1823(c);  or (ii) by the Director of the OTS
(or her designee) at the time the Director (or


                                  - 9 -

<PAGE> 11



her designee)  approves a supervisory  merger to resolve problems related to the
operations  of the  Association  or when the  Association  is  determined by the
Director to be in an unsafe or unsound condition. Any rights of the parties that
have already vested, however, shall not be affected by such action.

         (f) Any  payments  made to  Executive  pursuant to this  Agreement,  or
otherwise,  are  subject  to and  conditioned  upon  compliance  with 12  U.S.C.
ss.1828(k) and 12 C.F.R.  ss.545.121 and any rules and  regulations  promulgated
thereunder.

16.      REINSTATEMENT OF BENEFITS UNDER SECTION 15(b).

         In the event Executive is suspended and/or temporarily  prohibited from
participating in the conduct of the Association's  affairs by a notice described
in Section 15(b) hereof (the  "Notice")  during the term of this Agreement and a
Change in Control,  as defined herein,  occurs,  the Association will assume its
obligation  to  pay  and  Executive  will  be  entitled  to  receive  all of the
termination  benefits  provided for under Section 5 of this  Agreement  upon the
Association's receipt of a dismissal of charges in the Notice.

17.      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.

18.      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 neutor
gender,  they shall be construed as though they were also used in another gender
in all cases where they would so apply.

19.      GOVERNING LAW.

         The  validity,  interpretation,  performance  and  enforcement  of this
Agreement shall be governed by the laws of the State of  Pennsylvania,  but only
to the extent not superseded by federal law.

20.      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 Executive within fifty (50) miles
from the  location  of the  Association,  in  accordance  with the  rules of the
American

                                     - 10 -

<PAGE> 12



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,  other than in the case of a
Termination for Cause.

         In the event any dispute or controversy  arising under or in connection
with  Executive's  termination  is  resolved in favor of  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.

21.      PAYMENT OF COSTS AND LEGAL FEES.

         All  reasonable  costs and 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 Association if Executive is successful on the
merits pursuant to a legal judgment, arbitration or settlement.

22.      INDEMNIFICATION.

         (a) Subject to the  provisions  of Section 15 hereof,  the  Association
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  Pennsylvania 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  Association  (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.

23.      SUCCESSOR TO THE ASSOCIATION.

         The Association 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  Association  or the  Holding
Company,  expressly  and  unconditionally  to assume  and agree to  perform  the
Association's  obligations  under this Agreement,  in the same manner and to the
same  extent  that the  Association  would be  required  to  perform  if no such
succession or assignment had taken place.



                                 - 11 -

<PAGE> 13


                                     SIGNATURES

         IN WITNESS  WHEREOF,  Security  Savings  Association  of  Hazleton  and
Security of  Pennsylvania  Financial  Corp.  have caused  this  Agreement  to be
executed  and  their  seals to be  affixed  hereunto  by their  duly  authorized
officers and directors, and Executive has signed this Agreement, on the 14th day
of January, 1999.


ATTEST:                                    SECURITY   SAVINGS   ASSOCIATION   OF
                                           HAZLETON



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


       [SEAL]


ATTEST:                                    SECURITY OF PENNSYLVANIA FINANCIAL
                                           CORP.

                                               (Guarantor)


/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




                                       - 12 -