Exhibit
      10.5




FORM
        OF
 SPLIT-DOLLAR
        AGREEMENT
 
 THIS
        AGREEMENT made this _____ day of
        ________, by and between PRUDENTIAL SAVINGS BANK, PaSA, a Pennsylvania
        corporation (hereinafter called the "Company"); and ______________________,
        (hereinafter called the "Director");
 
 WITNESSETH:
 
 WHEREAS,
        the Director is a valuable and
        experienced member of the Company's Board of Directors and has been for several
        years; and
 
 WHEREAS,
        the Company desires that the
        Director continue to render services to the Company; and
 
 WHEREAS,
        the parties desire to
        establish a split-dollar life insurance plan in order to provide insurance
        protection for the benefit of the Director;
 
 NOW
        THEREFORE, in consideration of the
        services heretofore rendered and to be rendered by the Director and of the
        mutual covenants considered herein, the parties hereby agree as
        follows:
 
 1.
        PURCHASE OF POLICY. The Director
        shall apply to Provident Mutual Life Insurance Company (hereinafter called
        the
        "Insurer") for a life insurance policy on the life of the Director and his
        spouse in the face amount of $200,000.
 
 2.
        OWNERSHIP OF THE POLICY. The
        Director shall be the owner of the insurance policy on the Director's life
        and
        the life of his spouse identified in Exhibit "A", attached hereto and made
        a
        part hereof, and may exercise all rights of ownership with respect to the
        policy
        except as otherwise hereinafter provided.
 
 3.
        PAYMENT OF PREMIUMS ON POLICY. The
        Company agrees to remit to the Insurer the entire annual premium due in a
        timely
        manner at the beginning of each policy year.
 
 4.
        ELECTION OF DIVIDEND OPTION. All
        dividends hereafter declared by insurer on the policy shall be applied as
        elected by the Company.
 
 5.
        COLLATERAL ASSIGNMENT FOR BENEFIT OF
        COMPANY. The Director shall execute and cause to be filed with the Insurer
        a
        collateral assignment of the policy to the Company as security for the payment
        of any indebtedness of the Director to the Company as hereinafter set forth
        in
        Paragraphs Six and Seven. Such collateral assignment shall be attached and
        made
        a part of this agreement and referred to as Exhibit "B".
 
 6.
        DISPOSITION OF POLICY PROCEEDS.
        Notwithstanding any beneficiary designation made on the policy, the Company
        shall be entitled to the following amounts from the policy:
  
  (a)           
        Death of Director and Spouse - At the death of the Director and his spouse
        the
        Company shall be entitled to an amount equal to the total premiums paid by
        the
        Company under Paragraph 3 diminished by any indebtedness to the Insurer on
        the
        policy.
 
 (b)           
        Termination of Agreement - In the event of the termination of this agreement,
        the Company shall be entitled to receive an amount equal to the premiums
        paid by
        the Company under Paragraph 3 at the time of the termination of the agreement,
        diminished by any indebtedness to the Insurer on the policy.
 
 7.
        TERMINATION OF AGREEMENT. Either
        party hereto, with the consent of the other, may terminate this agreement
        by
        giving notice of termination in writing. In the event of termination of this
        agreement by any means, the Director shall for 60 days from the date of said
        notice have the right to purchase the policy from the Company. The purchase
        price of such policy shall be an amount equal to that which would have been
        payable to the Company under Section 6(b) hereof had the Director's death
        occurred on the date said payment is made. In the event of purchase by the
        Director, the Company agrees to execute such documents as may be necessary
        to
        transfer sole and complete ownership to the Director.
 
 8.
        INCLUDABLE INCOME. The Director
        shall be responsible for determining the amount, if any, includable in his
        gross
        income for Federal income tax purposes as the result of this
        agreement.
 
 9.
        LIABILITY OF LIFE INSURANCE COMPANY.
        It is understood by the parties hereto that in issuing policies of insurance
        pursuant to this agreement, the Insurer shall have no liability except that
        set
        forth in the policy. The insurer shall not be bound to inquire into or take
        notice of any of the covenants herein contained as to such policies of
        insurance, or as to the application of the proceeds of such policy. Upon
        the
        death of the insured, the Insurer shall be discharged from all liability
        on
        payment of the proceeds in accordance with the policy provisions without
        regard
        to this agreement or any amendment hereto.
 
 10.
        AMENDMENTS. Amendments may be made
        to this agreement by a writing signed by each of the parties and attached
        hereto. Additional policies of insurance on the life of the Director may
        be
        purchased under this agreement by amendment of Paragraph 1 hereof.
 
 IN
        WITNESS WHEREOF, the parties have
        set their hands and seals, the Company by its duly authorized officer, on
        the
        day and year above written.
 
 WITNESS:
              ___________________________________________________________________________________________PRUDENTIAL
                  SAVINGS BANK PaSABy:
                  ____________________________Title:
                  ___________________________
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