EXHIBIT 10.3
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                                    FORM OF
                    SUPPLEMENTAL EXECUTIVE BENEFIT AGREEMENT
               BY AND BETWEEN NAMED EXECUTIVE OFFICER OR DIRECTOR

WORKINGMEN'S  SAVINGS BANK (the  "Bank")  hereby  enters into this  Supplemental
Executive  Benefit Agreement (the  "Agreement")  with  ___________________  (the
"Executive")  in accordance with the terms set forth below as of this __________
day of ________________, 1999.

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 contribute to
the future success of the Bank; and

WHEREAS,  the Bank desires to reward the Executive for such past services and to
encourage the Executive to continue in his dedicated service for the Bank.

NOW  THEREFORE,  the Bank and  Executive  agree to the  following  terms of this
Agreement.

Section 1.  Definitions.  Except as otherwise  provided herein,  the capitalized
terms set forth below shall be defined as follows:

(a)  After-Tax  Adjusted  Investment  Rate. The percentage that is determined as
     the product of
     (i) the one  year  rate of  interest  paid  for U.  S.  Treasury  Bills  as
     determined  on the  Anniversary  Date  multiplied  by  (ii)  the  estimated
     effective after-tax rate of the Bank as determined by the Committee. If the
     tax  consequences  to the  Executive of benefits  under this  Agreement are
     changed pursuant to legal,  legislative or administrative  decisions,  then
     the After-Tax Adjusted  Investment Rate will be changed accordingly and the
     defined terms in that situation are After-Tax  Adjustment  Investment  Rate
     and Executive.
(b)  Bank.  Workingmen's Savings Bank and any successors or assigns which accept
     the terms of this Agreement.
(c)  Beneficiary.  The  beneficiary  designated  by the Executive in writing and
     delivered  to the  Committee.  In the  absence  of any  such  writing,  the
     beneficiary shall be the Executive's  spouse, if living, and if not living,
     the Executive's estate.
(d)  Change in Control. The purchase or other acquisition by any person,  entity
     or group of persons,  within the  meaning of section  13(d) or 14(d) of the
     Securities  Exchange  Act of 1934  ("Act")  , or any  comparable  successor
     provisions  of  beneficial  ownership  (within  the  meaning  of Rule 13d-3
     promulgated  under the Act) of 30 percent or more of either the outstanding
     shares of common  stock or the  combined  voting  power of the Bank's  then
     outstanding voting securities  entitled to vote generally,  or the approval
     by  the  stockholders  of  the  Bank  of  a   reorganization,   merger,  or
     consolidation  in each  case,  with  respect  to  which  persons  who  were
     stockholders of the Bank immediately prior to such  reorganization,  merger
     or consolidation do not, immediately thereafter own more that 50 percent of
     the combined voting power entitled to vote generally

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     in the  election of directors of the  reorganized,  merged or  consolidated
     Bank's ten outstanding  securities,  or a liquidation of the employer or of
     the sale of all or substantially  all of the Bank's assets.  The Bank shall
     have the duty to inform the  Trustee in writing  upon the  occurrence  of a
     Change of Control.  The Trustee shall be entitled to conclusively rely upon
     such written certification of the Bank.
(e)  Code. The Internal Revenue Service Code of 1986, as amended.
(f)  Committee. The Board of Directors of the Bank.
(g)  Cost of -Funds Expense.  For the First Plan Year, the Cost of Funds Expense
     shall equal the Total Premium Amount  multiplied by the After-Tax  Adjusted
     Investment Rate. For each Plan Year  thereafter,  the Cost of Funds Expense
     shall equal the sum of (i) Total Premium Amount for the previous Plan Year,
     plus (ii) the Cost of Funds Expense f or the previous Plan Year  multiplied
     by the After-Tax Adjusted Investment Rate.
(h)  Defined  Contribution  Amount. The defined Contribution Amount for any Plan
     Year  shall be the  annual  after-tax  income  from the Policy for the Plan
     Year.
(i)  Effective  Date.  The Effective  Date of this  Agreement  shall be the date
     first written above.
(j)  ERISA. The Employee Retirement Income Security Act of 1974, as amended.
(k)  Executive.________________
(1)  Normal  Retirement  Date.  The  later  of the  Executive's  termination  of
     employment date or his 65th birthday.
(m)  Plan Year.  The Plan Year shall be the  calendar  year,  except that in the
     first year,  the Plan Year shall be the short year from the Effective  Date
     of this Agreement to December 31 of that calendar year.
(n)  Policy. one or more Key-Man Life Insurance Policies and/or Annuity Policies
     which may be purchased on the life of the Executive and which are described
     in  Exhibit A to this  Agreement.  Notwithstanding  any  provision  in this
     Agreement  to the contrary  the Bank is not  obligated  to purchase  such a
     Policy for the Executive, and if the Bank , in fact, has not purchased such
     a Policy for the Executive  then the Defined  Contribution  Amount shall be
     determined based on illustrations  provided by the Insurer as if the policy
     were in effect.
(o)  Pre-Retirement Contribution.  The annual amount credited to the Executive's
     Pre- Retirement Account for a Plan Year as provided under Section 2 of this
     Agreement.
(p)  Pre-Retirement  Contribution Account. The Account of the Executive which is
     credited with  Pre-Retirement  Contributions as provided under Section 2 of
     this Agreement.
(q)  Supplemental   Retirement  Benefit.  The  annual  benefit  payable  to  the
     Executive as determined under Section 5 of this Agreement.
(r)  Terminated  for Cause.  The  Executive  shall be  Terminated  for Cause for
     purposes of this Agreement if the Executive is terminated on account of (i)
     gross  negligence,  (ii) gross  neglect,  or the  conviction of a felony or
     gross misdemeanor involving moral turpitude,  fraud,  dishonesty or willful
     violation of any law that results in any adverse  effect on the Bank.  If a
     dispute  arises as to whether the Executive has been  Terminated  for Cause
     the dispute shall be resolved through binding arbitration.
(s)  Total Cost of Funds  Expense.  For any Plan  Year,  the Total Cost of Funds
     Expense  shall  equal the sum of (i) the Cost of Funds  for the Plan  Year,
     plus (ii) the sum of all of the Cost of Funds  Expenses  for all prior Plan
     Years.
(t)  Total Defined  Contribution  Amount.  For any Plan Year,  the Total Defined
     Contribution  Amount  shall equal the sum of (i) the  Defined  Contribution
     Amount for the Plan Year, plus (ii)


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     the sum of all of the Defined Contribution Amount for all prior Plan Years.
(u)  Total Premium Amount. The total amount of premiums  contributed by the Bank
     to the Policy.
(v)  Vesting Percentage.  All amounts payable hereunder shall be fully vested as
     of the date of allocation as a Pre-Retirement Contribution.

Section  2.  Pre-Retirement  Contribution.   The  Committee  may,  in  its  sole
discretion as per Section 5 Amount of Benefits,  allocate a positive or negative
amount as a  Pre-Retirement  Contribution  for the benefit of the Executive with
respect  to each  Plan  Year to the  Executive's  Pre-  Retirement  Contribution
Account until the earlier of (i) the termination of this Agreement,  or (ii) the
year the Executive  terminates  employment with the Bank. Although the Committee
has complete  discretion  to allocate a larger  amount,  it is intended that the
amount of the  Supplemental  Retirement  Contribution  for a calendar  year will
approximate  the amount equal to the Total Defined  Contribution  Amount as of a
Plan Year minus the Total Cost of Funds Expense as of a Plan Year.

Section 3. Funding of Benefits.  The Bank may purchase and make contributions to
a Policy on the life of the Executive for purposes of assisting it in satisfying
its obligation to pay benefits under this Agreement. The Bank shall be the owner
and beneficiary  under the Policy.  The Executive shall have no rights under the
Policy  which is  allocated  to current  death  benefit  protection.  The Bank's
transfer of amounts from the Policy shall not cause the Agreement to be "funded"
for purposes of code Sections 83 and 402 and Title I of ERISA.

Section  4.  Unsecured  Right To  Benefits.  The  Executive  shall have only the
unsecured  and  unfunded  promise  to be paid  benefits  under  this  Agreement.
Therefore,  this Agreement shall not create a transfer of "property" for federal
income tax  purposes  and shall be a "Top-Hat  Plan" for  purposes of Title I of
ERISA.

Section 5. Amount of Benefits. The annual amount of the Executive's Supplemental
Retirement  Benefit under this Agreement shall equal the amount which is the sum
of (i) the total amount allocated to the Executive's Pre-Retirement Contribution
Account plus (ii) for each year, the amount  determined by subtracting  the Cost
of Funds Expenses for the Plan Year from the Defined Contribution Amount for the
Plan Year.

Section 6. Payment of Benefits Upon Normal  Retirement Date. If the Executive is
an employee of the Bank until his Normal  Retirement  Date, the Executive  shall
receive his  Supplemental  Retirement  Benefit  under this  Agreement as soon as
practicable after his Normal Retirement Date and on each succeeding  anniversary
for his life after his Normal Retirement Date.

Section 7. Payment of Benefits Upon  Termination of  Employment.  Subject to the
forfeiture provision of Section 8, if the Executive  terminates  employment with
the Bank  before his Normal  Retirement  Date,  the  Executive  shall  receive a
portion of his  Supplemental  Retirement  Benefit  determined by multiplying his
Supplemental Retirement Benefit by the Vesting Percentage.

Section 8.  Forfeiture of Benefits.  If the Executive is Terminated For Cause at
any time prior


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to his Normal Retirement Date, all Supplemental  Retirement  Benefits under this
Agreement shall be forfeited.

Section 9. Death  Benefits.  If the Executive dies prior to receiving all of his
Supplemental   Retirement   Benefits  under  this  Agreement,   the  Executive's
Beneficiary  shall  receive such  benefits in a lump-sum cash payment as soon as
practicable after the Executive's death.

Section  10.  Administration.  This  Agreement  shall  be  administered  by  the
Committee. All determinations by the Committee as to any questions arising under
this Agreement, including questions of construction and interpretation, shall be
final,  binding and conclusive upon all persons.  The Committee may delegate any
of its responsibilities under this Agreement to another committee of the Bank or
to any other  delegate;  except that the  Executive  may not make any  decisions
under this Agreement.

Section  11.  Interest  not  Transferable.  All  benefits  provided  under  this
Agreement  may  not  be  assigned,  alienated,  attached  or  encumbered  by the
Executive or his Beneficiary.

Section 12. Effect on Other Benefit Plans.  Amounts  credited or paid under this
Agreement  shall not be  considered to be  compensation  for the purposes of any
qualified retirement plans maintained by the Bank. The treatment of such amounts
under other employee benefit plans will be determined pursuant to the provisions
of such plans.

Section 13. Incompetency. In the event the Executive is determined by a court to
be incompetent,  the Committee may, in its discretion, pay the benefits provided
herein to the Executive's legal guardian for the benefit of the Executive.

Section 14.  Claims  Provision.  The Executive may make a claim to the Committee
with regard to a payment of benefits provided herein. If the Committee  receives
a claim in writing,  the Committee  must give notice to the Executive in writing
within a responsible  period of time after receipt of the claim,  (not to exceed
90 days; or under special circumstances,  120 days) . The notice of denial shall
set forth the following information:

          (a)  The specific reasons for such denial;
          (b)  Specific reference to pertinent Agreement provisions on which the
               denial is based;
          (c)  A description of any additional material or information necessary
               for the  Executive to perfect a claim and an  explanation  of why
               such material or information is necessary; and (d) An explanation
               of the Agreement's claim review procedure.


         If the  Executive  does not receive a notice of denial  within 180 days
after  receipt of the claim,  the claim will be deemed to have been denied.  The
Executive may request a review of a denial (or deemed denial) by filing with the
Committee a written request for such review. The request must be filed within 60
days after the notice of denial is received, or within 60 days after


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the  denial is deemed to have  occurred.  The  Executive  may  review  pertinent
documents  and submit  issues  and  comments  in writing  within the same 60 day
period.  If a request  for  review is filed,  such  review  shall be made by the
Committee  with in 60  days  after  receipt  of such  request,  unless  special.
circumstances  require an  extension of time for  processing,  in which case the
Executive  shall be so  notified  and a decision  shall be  rendered  as soon as
possible,  but not later than 120 days after  receipt of the request for review.
Upon  completion of the review,  the Executive  shall be given written notice of
the decision  resulting  from such review,  which notice shall include  specific
reasons for the decision and specific references to the pertinent  provisions on
which the decision is based.

Section 15. Employment  Agreement.  The terms of this Agreement shall not affect
in any way the  Executive's  agreement of employment  with the Bank.  Also, this
Agreement shall not be construed as to require the Executive's retirement at any
specific date.

Section 16. Severability. In the event that any provision of the Agreement shall
be held invalid or illegal for any reason,  any  illegality or invalidity  shall
not affect the remaining parts of the Agreement.  Instead the Agreement shall be
construed  and  enforced as if the illegal or invalid  provision  had never been
inserted and the Bank shall have the  privilege and  opportunity  to correct and
remedy such questions of illegality or invalidity by amendment.

Section 17. Applicable Law. To the extent that state law applies,  the Agreement
shall be governed and construed in accordance with the laws of the  Commonwealth
of Pennsylvania.

Section  18.  Amendment.  The Bank  expressly  reserves  the right to amend this
Agreement at any time.  This  Agreement  nay be amended at any time by a written
action of the Committee.

Section 19. Termination. The Bank expressly reserves the right to terminate this
Agreement.  Upon such termination,  if the Executive has already begun receiving
benefits under this Agreement, the Bank shall have the option to either continue
paying  annual  benefits or pay the  Executive a lump sum payment of the present
value of his total remaining benefits under this Agreement. The present value of
benefits shall be determined in accordance with the mid-term  Applicable Federal
Rate (AFR) in effect as of the date of termination or such other mutually agreed
upon rate by the Bank and the Executive.