EXHIBIT 10.4

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                                    FORM OF
                             SPLIT DOLLAR AGREEMENT
                  BETWEEN NAMED EXECUTIVE OFFICER OR DIRECTOR

     THIS  AGREEMENT  is entered into by and between  workingmen's  Savings Bank
(the "Bank") and __________________ (the "Executive") as of this ________ day of
____________, 1999 in accordance with the provisions below.

         WHEREAS,  the  Executive is a member of a select group of management or
highly compensated employees of the Bank; and

         WHEREAS,  the Executive has provided many years of dedicated service to
the Bank which has contributed greatly to the Bank's success; and

         WHEREAS,  the Bank is hopeful that the  Executive  will continue to the
future success of the Bank, and

         WHEREAS,  the Bank is the owner of a life insurance  policy on the life
of the Executive (the "Policy"); and

         WHEREAS,  the Bank and the Executive  desire to enter into an agreement
regarding the allocation of premiums and benefits under the Policy.

         NOW THEREFORE, the Bank and the Executive hereby agrees to the terms of
the split dollar agreement as follows:

         Section 1.  Policy.  The Policy  which is subject to this  Agreement is
listed on Schedule "All attached  hereto.  Any  additional  insurance  contracts
which become subject to this Agreement  shall be listed on Schedule "All as they
become subject to this Agreement.

         Section  2.  Ownership  of Policy.  The Bank shall have  custody of the
Policy  subject to this  Agreement and shall be the sold and exclusive  owner of
the Policy, and may to the extent of its interest,  exercise the right to borrow
or withdraw on the policy cash values. The Bank shall be responsible for and pay
all interest charges on any policy loans made by the Bank.

         Section  3.  Beneficiary.  Subject  to the  right  of the Bank to death
benefits under this  Agreement,  the Executive  shall have the right to name and
change the beneficiary of the Policy.

         Section 4.  Payment of  Premiums.  The  premiums on the Policy shall be
paid in the following manner:

                  (a) the  Executive  shall have the option with respect to each
calendar year or portion  thereof that this Agreement is in effect to contribute
a  portion  of the  premium  under  the  Policy  equal to the  economic  benefit
conferred  each year by the Bank,  which  shall equal the lesser of (i) the rate
established by the Internal Revenue Service for the cost of pure life


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insurance protection (P.S. 58 cost) from time to time, or (ii) the rate, if any,
established by the company which issued the Policy, for individual one year term
life  insurance  available to all standard risks in the amount of the particular
Policy at the insured's then attained age. In addition,  the executive may pay a
portion of the annual premium that is greater than the economic benefit.

                  (b) The Bank shall pay the balance,  representing  the excess,
if any, of the minimum premium  necessary to keep the Policy in force f rom year
to year, over any portion the may be paid by the Executive under (a) above.

                  (c) Notwithstanding (a) and (b) above, either the Executive or
the Bank or both may make  such  additional  premium  payments  in excess of the
minimum  premium  required  to keep the Policy in force,  as they,  or either of
them,  find  desirable from time to time with respect to funding the Policy over
time.

         Section  5.  Policy  Proceeds.  The  Executive's  Beneficiary  shall be
entitled to an amount equal to 25 percent of the net at risk  insurance  portion
of the proceeds.  The net at risk  insurance  portion is the total proceeds less
the cash value of the policy.  The Bank shall be entitled  to the  remainder  of
such proceeds.

The Bank and the Executive (or assignees) shall share in any interest due on the
death proceeds on a pro rata basis as the proceeds due each respectively bear to
the total proceeds, excluding any such interest.

The Bank shall at all times be entitled to an amount equal to the Policies' cash
value less any Policy loans and unpaid interest or cash  withdrawals  previously
incurred by the Bank and any applicable surrender charges.

In the event the Policy  involves an  endowment or annuity  element,  the Bank's
right and interest in any endowment proceeds or annuity benefits,  on expiration
of the  deferment  period,  shall be  determined  under the  provisions  of this
Agreement by regarding  such  endowment  proceeds or the commuted  value of such
annuity benefits as the policy's cash value. Such endowment  proceeds or annuity
benefits  shall be  considered  to be like death  proceeds  for the  purposes of
division under this Agreement.

         Section 6. Termination of the Agreement. This Agreement shall terminate
upon a distribution of death benefit proceeds and, at the option of the Bank, in
the event the Executive  terminates  employment from the Bank prior to attaining
20 years of service with the Bank.  Upon such  termination,  the  Executive  (or
assignee)  shall  have a ninety  (90) day  option  to  receive  from the Bank an
absolute  assignment  of the policy in  consideration  of a cash  payment to the
Bank, whereupon this Agreement shall terminate.

Such cash payment shall be the greater of (i) the Bank's share of the cash value
of the policy on the date of such assignment, or (ii) the amount of the premiums
which have been paid by the Bank prior to the date of such assignment.


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Should the  Executive  (or  assignee)  fail to exercise  this option  within the
prescribed  ninety (90) day period,  the Executive (or assignee) agrees that all
of his rights,  interest and claims in the Policy shall terminate as of the date
of the termination of this Agreement.

         Section 7. Assignment. Neither party shall have the right to assign its
interests hereunder without the written consent of the other party.

         Section 8. Further Assurances.  The parties hereto agree to execute any
documents  which may be  necessary  or proper to carry out the  purpose  and the
intent of this Agreement.

         Section 9.  Amendment.  This  Agreement  may not be amended or modified
except by a written instrument signed by the parties hereto.

         Section 10.  Responsibility  of Insurance  Company.  The parties hereto
agree that any  insurance  company  shall be fully  discharged by payment of the
death  benefit to the  beneficiaries  designated  in the Policy,  subject to the
terms and conditions of the Policy.  No insurance  company shall be considered a
part to this  Agreement;  therefore,  a copy of this Agreement need not be filed
with any such  company.  Nothing  in this  Agreement  nor in any  modifications,
amendments  or  supplements  hereto  shall in any way be  construed  to enlarge,
change,  vary or in any way affect the  obligations of any insurance  company as
expressly provided by the Policy.

         Section 11. Binding  Effect.  This Agreement  shall be binding upon the
parties hereto and their successors,  assigns,  executors, or administrators and
beneficiaries.

         Section 12. ERISA Rights.  In the event a dispute  arises over benefits
under this  Agreement  and  benefits  are not paid to the  Executive  (or to his
beneficiary in the case of the  Executive's  death) and such claimants feet they
are entitled to receive such benefits,  then a written claim must be made to the
Bank as Plan  Administrator  within  ninety (90) days from the date payments are
refused.  The Plan Administrator shall review the written claim and if the claim
is denied,  in whole or in part, it shall provide in writing in ninety (90) days
of receipt of such claim the specific reasons for such denial,  reference to the
provisions of this  Agreement  upon which the denial is based and any additional
material or  information  necessary to perfect the claim.  Such  written  notice
shall  further  indicate  the  additional  steps to be taken by  claimants  if a
further review of the claim denial is desired. A claim shall be deemed denied if
the Plan Administrator  fails to take any action within the aforesaid ninety day
period.

         If  claimants  desire a  second  review,  they  shall  notify  the Plan
Administrator  in writing  within  ninety (90) days of the first  claim  denial.
Claimants may review this Agreement or any documents  relating thereto an submit
any  written  issues  and  comments  they  may  feel  appropriate,  In its  sole
discretion within ninety (90) days of receipt of such claim. This decision shall
likewise state the specific reasons for the decision and shall include reference
to specific provisions of this Agreement upon which the decision is based.

         If  claimants  continue  to  dispute  the  benefit  denial  based  upon
completed performance of


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this  Agreement or the meaning and effect of the terms and  conditions  thereof,
then  claimants  may submit  the  dispute  to a Board of  Arbitration  for final
arbitration.  The Board shall  operate  under any  generally  recognized  set of
arbitration rules. The parties hereto agree that they and their heirs,  personal
representatives,  successors  and assigns shall be bound by the decision of such
Board  with   respect  to  any   controversy   properly   submitted  to  it  for
determination.

         Section  13.  Governing  Law.  This  Agreement  shall be subject to and
construed according to the laws of the Commonwealth of Pennsylvania.