Exhibit 10(c)




            LEASE FOR BRANCH OFFICE LOCATED AT 3750 LANCASTER AVENUE


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                  AGREEMENT RELATING TO ASSIGNMENT, ASSUMPTION
                             AND AMENDMENT OF LEASE

     THIS  AGREEMENT  RELATING TO  ASSIGNMENT,  ASSUMPTION AN AMENDMENT of LEASE
(this "Agreement") is made and entered into as of the 22nd day of July, 1996, by
and among MIDLANTIC BANK,  N.A., a national  banking  association,  successor by
merger  to  Continental  Bank and Trust  Company  ("Assignor");  UNITED  BANK OF
PHILADELPHIA   ("Assignee");   and   MAURICE   HERTZFELD   AND  IRWIN   HOROWITZ
(collectively, the "Landlord").

I.  BACKGROUND.

     A. Reference is hereby made to that certain  Agreement of Lease dated March
21, 1968,  between Landlord and Assignor,  for the "premises"  described therein
and  located  at  3750  Lancaster   Avenue,   Philadelphia,   Pennsylvania  (the
"Premises").

     B.  Assignor  desires  to  assign  the  Lease  and  all of its  rights  and
obligations  thereunder  to  Assignee,  and  Assignee  desires  to  receive  the
assignment  of the Lease  from  Assignor,  and to assume  all of the  rights and
obligations  of Assignee  under the Lease,  all as more  particularly  set forth
hereinbelow.

     C. Landlord desires to consent to the assignment of the Lease in accordance
with the titans of this Agreement.

     D. In connection  with the  assignment of the Lease,  Landlord and Assignee
desire to amend the Lease in certain  respects,  as more  particularly set forth
herein.

II.  AGREEMENT.

     Now,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged,  and intending to be legally bound
hereby,  Assignor,  Assignee and Landlord  agree,  effective as of July 22, 1996
(the "Effective Date"), as follows:



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     B.  Assumption.  In  consideration  of the foregoing  assignment,  Assignee
hereby  covenants  and agrees to perform all of the  agreements,  covenants  and
conditions  in the Lease which are to be  performed  and observed on the part of
Assignor as lessee thereunder, including, without limitation, the payment of all
rent and other sums which become due on or after the Effective Date according to
the terms of the Lease.

     C. Landlord's Consent. Landlord hereby consents to the foregoing assignment
of the Lease and  agrees to accept  Assignee  as the  lessee  under the Lease as
amended hereby.

     D. Assignor's Continuing Obligations. Notwithstanding the assignment of the
Lease,  Assignor shall remain secondarily liable for the performance by Assignee
of the  obligations of the lessee under the Lease as amended  hereby,  provided,
however,  that Landlord shall first seek  performance of such  obligations  from
Assignee.  Assignor's  liability pursuant to the immediately  preceding sentence
shall be limited to the terms of the Lease as amended by this Agreement,  and in
no event  shall  Assignor's  liability  hereunder  be  increased  as a result of
modifications  to the Lease entered into without  Assignor's  consent.  Assignor
shall be released from any and all obligations under the Lease on March 31, 1999
without the  requirement  for the execution of any  additional  instruments  and
notwithstanding any extension of the Lease.

     E. Notice of Default:  Cure Rights.  In the event Assignee  defaults in the
performance of its obligations under the Lease (including,  without  limitation,
the payment of monthly base rent or other amounts due) during the period between
the  Effective  Date and March 31,  1999,  Landlord  may not exercise any of its
remedies  under the Lease unless (i) Landlord  notifies  Assignor in  accordance
with the  notice  provisions  set forth  hereinbelow  of such  default  and (ii)
Assignor fails to cure such default within thirty (30) days after receiving such
notice.

     F.  Regarding  Certain  Repairs.  Assignee  acknowledges  that Assignor has
repaired the roof,  replaced ceiling tiles and replaced  fluorescent light bulbs
in the building on the Premises. Assignor shall be responsible for said repairs,
and for any damage  resulting from the failure of said repairs,  for a period of
ninety (90) days from the date hereof,  provided that Assignee notifies Assignor
of any such  failure or damage  within said  ninety (90) day period.  After such
ninety (90) day period,  Assignor shall have no further  responsibility for said
repairs.  Assignor  agrees to cause the repair of the outside  retaining wall on
the Premises within a reasonable time after the date of this Agreement.

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G. Amendment to Lease. The Lease is hereby amended as follows:

     1.  Paragraph 1 of the Lease is hereby  amended by deleting  the  following
sentence:  "TOGETHER  with  the  building  and  improvements  to be  constructed
thereon.", and inserting in lieu thereof the following:

     "TOGETHER with the building  constructed  thereon containing  approximately
     3,000  square  feet  of  space,  and  the  other  improvements  constructed
     thereon."

     2. Paragraph 2 of the Lease is hereby deleted in its entirety.

     3. Paragraph 3 of the Lease is hereby deleted in its entirety.

     4.  Notwithstanding  anything  contained in paragraph 4 of the Lease to the
contrary, the term of the Lease shall expire on July 31, 2006.

     5.  Notwithstanding  anything containers in Paragraph 5 of the Lease to the
contrary, minimum monthly rent for the Premises for the period commencing on the
Effective  Date  through and  including  March 31, 1999 shall be  $1,891.50  per
month; and minimum monthly rent for the Premises for the period commencing April
1, 1999 through and including July 31, 2006, shall be as follows:

  Time Period          Minimum Monthly Rent
  -----------          --------------------

  4/01/99 - 3/31/00   $2,500.00
  4/01/00 - 3/31/01    2,625.00
  4/01/01 - 3/31/02    2,750.00
  4/01/02 - 3/31/03    2,875.00
  4/01/03 - 3/31/04    3,000.00
  4/01/04 - 3/31/05    3,000.00, increased by a factor that is the increase
                       (if any) in CPI from April of 1999 through March of 2004

  4/01/05 - 7/31/06   The minimum monthly rent in effect for the, period from
                      increased by a factor that is the increase (if any)
                      in CPI from April of 2004 through March of 2005.




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For the purposes of this Paragraph 5, the Term "CPI" shall mean the Consumer
Price Index for All Urban Consumers (CPI-U), U.S. City Average, All Items
(1982-1984 = 100), as compiled and published by the Bureau of Labor Statistics,
United States Department of Labor. If this index shall cease to be published,
then a successor index or the most nearly comparable index shall be used.


     6.  Paragraph 21 of the Lease is hereby  deleted in its  entirety,  and the
following is inserted in lieu thereof:

     "21.  Lessee's  Option to Extend.  If Lessee is not in  default  hereunder,
     Lessee  will have the right to extend  the Lease for one five (5) year term
     commencing on August 1, 2006,  and  terminating on July 31, 2011, by giving
     written  notice,  not later than April 30, 2006,  of Lessee's  intention to
     extend the term.  Lessee will have no further  option to extend the term of
     this Lease.  Said extension term will be on all of the terms and conditions
     of this Lease, except for minimum monthly rent, which shall, for each month
     of each year of said  extended  term,  equal the  minimum  monthly  rent in
     effect during the period front April,  2005 to July 31, 2006 increased by a
     factor that is the increase in CPI from April of 2005 to July of 2006.  For
     the purposes of this  Paragraph  21, the term "CPI" shall mean the Consumer
     Price Index for All Urban Consumers (CPI-U),  U.S. City Average,  All Items
     (1982 - 1984 = 100),  as  compiled  and  published  by the  Bureau of Labor
     Statistics, United States Department of Labor. If this index shall cease to
     be published,  then a successor index or the most nearly  comparable  index
     shall be used."

     7.  Paragraph 22 of the Lease is hereby  deleted in its  entirety,  and the
following is inserted in lieu thereof:

     "22. Notices. Whenever, by the terms of this Lease, any notice, consent, or
     other  communication  relating  to this Lease  shall or may be given,  such
     notice shall be given in writing and shall be delivered  (i) by  registered
     or  certified  mail,  return  receipt  requested,  postage  pre-paid,  (ii)
     overnight  express mail such as "Federal  Express,"  postage  pre-paid,  or
     (iii) by hand delivery with receipt acknowledged, addressed as follows:




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                         If to Lessee:

                           United Bank of Philadelphia
                           714 Market Street
                           Philadelphia, Pennsylvania 19106
                           Attn: Emma Chappell, CEO


                         If to Lessor:

                           Maurice Hertzfeld
                           c/o Hertzfeld Associates, Inc.
                           730 East Railroad Avenue
                           Suite 200
                           Bryn Mawr, Pennsylvania 19010

     , or to such other  address as such  parties  shall  designate to the other
     parties in writing."

     Except as otherwise amended hereby, the Lease shall continue unmodified and
in full force and effect.

     H.  Notice of  Assignment:  Amendment  to  Memorandum  of Lease.  Assignor,
Assignee and Landlord agree to execute and record an amendment to the Memorandum
of Lease between  Assignor and Landlord  which is on record with the Recorder of
Deeds Office of  Philadelphia,  which  amendment shall reflect the assignment of
the Lease to Assignee.

     I.  Indemnification.  Assignee shall  indemnify  Assignor and hold Assignor
harmless  from and  against  any  loss,  claim,  judgment,  action,  penalty  or
liability,  of any kind or nature,  resulting  from (i)  Assignee's  failure to
comply  with the terms and  conditions  of the Lease as amended  hereby from and
after the Effective Date, (ii) Assignee's failure to comply with applicable laws
with  respect  to the  Premises  from and,  after the  Effective  Date and (iii)
Assignee's possession of the Premises from and after the Effective Date.

J.  Miscellaneous.

     1. Notices.  Whenever, by the terms of this Agreement, any notice, consent,
or other  communication  relating to this Agreement shall or may be given,  such
notice shall be given in writing and shall be  delivered  (i) by  registered  or
certified  mail,  return receipt  requested,  postage  pre-paid,  (ii) overnight
express  mail such as  "Federal  Express",  postage  pre-paid,  or (iii) by hand
delivery with receipt acknowledged, addressed as follows:




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                        If to Assignor:

                           PNC Realty Holding Corp.
                           P1-POPP - 18-1
                           One PNC Plaza - 18th Floor
                           249 Fifth Avenue
                           Pittsburgh, PA 15222-2707
                           Attn: F.R. Walters


                        with a copy to:

                           Trammell Crow Company
                           111 South Wood Avenue
                           Suite 201
                           Iselin, NJ 08830


                        If to Assignee:

                           United Bank of Philadelphia
                           714 Market Street
                           Philadelphia, Pennsylvania 19106
                           Attn: Emma Chappell, CEO


                        If to Landlord:

                           Maurice Hertzfeld
                           c/o Hertzfeld Associates, Inc.
                           730 East Railroad Avenue
                           Suite 200
                           Bryn Mawr, Pennsylvania 19010

     , or to such other  address as such  parties  shall  designate to the other
     parties in writing.


     2.  Governing  Law.  This  Agreement  shall be governed  and  construed  in
accordance  with the laws of the  Commonwealth  of  Pennsylvania  without giving
effect to its choice of law principles.


     3. Brokers. Each party hereby represents and warrants to the others that it
has not had any  contact  with any broker in  connection  with the  transactions
contemplated  by this  Agreement  other than Trammell Crow N.E.,  Inc., and each
party agrees to indemnify and hold the other  parties  harmless if such warranty
and representation is untrue. Assignor


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shall be  responsible  for any  commission  due to Trammell  Crow N.E.,  Inc. in
connection with this transaction.

     4.  Counterrparts.  This Agreement may be executed in counterparts  and all
counterparts together shall constitute a single agreement.

     5.  Successors and Assigns.  This Agreement  shall inure to the benefit of,
and bind, the successors and assigns of the parties hereto.


IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as of
the day and year first set forth above.



ASSIGNOR:

Midlantic Bank, N.A.

By: _____________________________
    F. R. Walters, Vice President



ASSIGNEE:

United Bank of Philadelphia

By: __________________________________
    Emma Chappell, Chairperson and CEO



LANDLORD:



--------------------------
Maurice Hertzfeld



--------------------------
Irwin Horowitz




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