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                                 Exhibit 10.5

              Change in Control Agreement between Joseph P. Correale
                    and Security Savings Association of Hazleton



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                   SECURITY SAVINGS ASSOCIATION OF HAZLETON
                     THREE-YEAR CHANGE IN CONTROL AGREEMENT


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

         WHEREAS,  the  Association  recognizes  the  substantial   contribution
Executive has made to the Association and wishes to protect Executive's position
therewith for the period provided in this Agreement; and

         WHEREAS,   Executive   has  agreed  to  serve  in  the  employ  of  the
Association.

         NOW,   THEREFORE,    in   consideration   of   the   contribution   and
responsibilities  of  Executive,   and  upon  the  other  terms  and  conditions
hereinafter provided, the parties hereto agree as follows:

1.       TERM OF AGREEMENT.

         The term of this Security  Savings  Association  of Hazleton  Change in
Control Agreement (the "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 at each  anniversary  date  thereafter,  the Board of
Directors  of  the  Association  ("Board")  may  extend  the  Agreement  for  an
additional year. The Board will review the Agreement and Executive's performance
annually for purposes of determining  whether to extend the  Agreement,  and the
results thereof shall be included in the minutes of the Board's meeting.

2.       CHANGE IN CONTROL.

         (a) If a Change in Control  (as  defined  herein)  has  occurred or the
Board has determined  that a Change in Control has occurred,  Executive shall be
entitled to the benefits  provided in Section 3 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).

                                                      

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         (b) For purposes of this Plan, 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  (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
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 in connection with the conversion
of the Association to the stock form 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 periods.

         (c) Executive shall not have the right to receive termination  benefits
pursuant to Section 3 hereof upon 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 Board of Directors of the  Association  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


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any period after the Date of Termination for Cause.  During the period beginning
on the date of the Notice of Termination  for Cause pursuant to Section 4 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 Company or any subsidiary or affiliate thereof, vest. At
the Date of Termination for Cause, such stock options and related limited rights
and any 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.

3.       TERMINATION BENEFITS.

         (a) Upon the  occurrence  of a Change in Control,  followed at any time
during the term of this Agreement by termination of the  Executive's  employment
due to: (1)  Executive's  dismissal  or (2)  Executive's  voluntary  termination
pursuant to Section 2(a),  unless such  termination  is due to  Termination  for
Cause,  the Association  and 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, a sum equal to 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.
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 any expense items without  accountability or business purpose or that
do not meet the Internal Revenue Service  requirements for  deductibility by the
Association;  provided  however,  that any  payment  under  this  provision  and
subsection 3(b) below shall not exceed three (3) times the  Executive's  average
annual compensation.  At the election of 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 Executive  will be made on a monthly
basis in  approximately  equal  installments  during the remaining  term of this
Agreement.

         (b) Upon the  occurrence of a Change in Control of the  Association  or
the Holding  Company  followed at any time during the term of this  Agreement by
Executive's voluntary or involuntary  termination of employment,  other than for
Termination for Cause, the Association shall cause to be continued life, medical
and disability  coverage  substantially  identical to the coverage maintained by
the Association or Holding Company for Executive prior to his severance,  except
to the extent such coverage may be changed in its application to all Association
or Holding Company  employees on a  nondiscriminatory  basis.  Such coverage and
payments shall cease upon the expiration of thirty-six (36) full calendar months
from the Date of Termination.

         (c) Notwithstanding  the preceding  paragraphs of this Section 3, 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


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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 the  preceding  paragraphs  of this Section 3
shall be determined by Executive.

4.       NOTICE OF TERMINATION.

         (a) Any purported  termination  by the  Association  or by Executive in
connection  with a  Change  in  Control  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 instance of 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,  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 connection with a Change in
Control,  in the event the  Executive  is  terminated  for  reasons  other  than
Termination for Cause,  the Association  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 his  annual  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 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.

5.       SOURCE OF PAYMENTS.

         It is intended by the parties hereto that all payments provided in this
Agreement  shall  be paid in  cash  or  check  from  the  general  funds  of the
Association.  Further, the Holding Company guarantees such 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.


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6.       EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFIT PLANS.

         This Agreement  contains the entire  understanding  between the parties
hereto and supersedes any prior agreement between 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.

         Nothing in this  Agreement  shall  confer upon  Executive  the right to
continue in the employ of  Association  or shall impose on the  Association  any
obligation to employ or retain Executive in its employ for any period.

7.       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, the Association and their respective successors, heirs and assigns.

8.       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  or as to any act  other  than  that
specifically waived.

9.       REQUIRED REGULATORY PROVISIONS.

         (a) The board of directors may terminate Executive's  employment at any
time, but any termination by the board of directors,  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 2(c) hereinabove.



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         (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(c)(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, 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 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 Office of
Thrift  Supervision (or her designee) at the time the Federal Deposit  Insurance
Corporation  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;  or  (ii)  by the  Director  of the  Office  of  Thrift
Supervision  (or her  designee)  at the  time  the  Director  (or her  designee)
approves a supervisory  merger to resolve  problems  related to operation 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 any rules and regulations promulgated thereunder.

10.      REINSTATEMENT OF BENEFITS UNDER SECTION 9(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 9(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 3 of this  Agreement  upon the
Association's receipt of a dismissal of charges in the Notice.



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11.      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.

12.      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.  In  addition,  references  to the
masculine shall apply equally to the feminine.

13.      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 preempted by Federal law.

14.      ARBITRATION.

         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's  main office,  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, other
than in the case of a Termination for Cause.

15.      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 (which payments are guaranteed by
the Holding Company  pursuant to Section 5 hereof) if Executive is successful on
the merits pursuant to a legal judgment, arbitration or settlement.

16.      INDEMNIFICATION.

                  (a) 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


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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 his  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.

17.      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,  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.



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                                  SIGNATURES

         IN WITNESS  WHEREOF,  Security  Savings  Association  of  Hazleton  and
Security of  Pennsylvania  Financial  Corp.  have caused  this  Agreement  to be
executed  by their duly  authorized  officers,  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 Laubach
------------------------------------           --------------------------------
                                               For the Entire Board of Directors


SEAL


ATTEST:                                    SECURITY OF PENNSYLVANIA FINANCIAL
                                           CORP.
                                           (Guarantor)

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



SEAL


WITNESS:


/s/ Nancy Latoff                                /s/ Joseph P. Correale
------------------------------------           ---------------------------------
                                               Joseph P. Correale


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