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                                                                 Exhibit 10.21

                          AGREEMENT AND GENERAL RELEASE



         THIS AGREEMENT, made and entered into on this 17th day of July, 2003 by
and between Waypoint Financial Corp. and its affiliates and subsidiaries, a
Pennsylvania corporation (the "Company"), with its principal office in
Harrisburg, Pennsylvania, and Robert W. Pullo, a resident of York, Pennsylvania
("Pullo").

                                   WITNESSETH:

         WHEREAS, the Company has heretofore employed Pullo under an Employment
Agreement originally entered into as of October 17, 2000 (the "Employment
Agreement"); and

         WHEREAS, said Employment Agreement was for a term of five years, ending
October 16, 2005, the first three years of which Pullo was to be employed as
Co-Chairman and subsequently Vice Chairman of the Board of the Company and the
last two years of such Employment Agreement, Pullo was to serve as a Consultant;
and

         WHEREAS, the Company extended Pullo's employment as Vice Chairman and
employee through October 17, 2005; and

         WHEREAS, Pullo and Company expressed interest in his retiring from his
status as an employee of Company prior to the expiration of the employment
period under the Employment Agreement as extended; and

         WHEREAS, Pullo voluntarily retired as Vice Chairman to the Company,
thus terminating his employment effective as of May 22, 2003, and

         WHEREAS, a voluntary termination under Pullo's Employment Agreement
would result in no further payments under the Employment Agreement but would
trigger his consulting agreement; and

         WHEREAS, as a result of Pullo's experience and knowledge, the Company
is desirous of entering into a consulting arrangement with Pullo which will
provide him with consulting service compensation and protection and additional
benefits as provided in paragraph 5 hereof.

         WHEREAS, in consideration of these mutual agreements the Company has
agreed to provide consulting compensation to Pullo and Pullo has agreed to enter
into this Agreement and General Release.

         NOW, THEREFORE, in consideration of the mutual promises contained
herein, the parties hereto, intending to be legally bound, hereby agree as
follows:

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         1.       The Company and Pullo hereby agree that Pullo's termination of
                  employment shall be effective on May 22, 2003 and that the
                  Employment Agreement shall terminate on that date and be of no
                  further force and effect. The Company further more agrees that
                  the termination of Pullo's employment agreement and the
                  consideration set forth in the recitals above and the releases
                  and agreements below represent consideration flowing to the
                  Company.

         2.       Notwithstanding Pullo's termination of employment and the
                  termination of the Employment Agreement, in consideration of
                  the release provided by Pullo under Paragraph 5 below, the
                  Company shall pay or cause to be paid or provided to Pullo,
                  subject to any legally required withholdings and deductions
                  and any contribution towards medical coverage as is applicable
                  for covered persons under Company plans all amounts and
                  benefits required under the Consulting Agreement, attached
                  hereto as Exhibit "A".

         3.       Pullo agrees and acknowledges that the Company, on a timely
                  basis, has paid or has agreed to pay, to Pullo all other
                  amounts due and owing based on his prior services as an
                  employee of the Company and that the Company has no
                  obligation, contractual or otherwise to Pullo, except as
                  provided herein, excluding correction of any prior clerical
                  payroll error, and in the Consulting Agreement nor does it
                  have any obligation to hire, rehire or re-employ Pullo in the
                  future.

         4.       Pullo agrees and acknowledges his obligations under the
                  Consulting Agreement, effective as of the effective date of
                  this Agreement, as defined in Paragraph 5(f)(5) hereto,
                  including but not limited to his obligation to use his best
                  efforts to provide advisory services to the Company and the
                  Confidentiality and Non-Compete obligations under the
                  Consulting Agreement. Nothing herein shall require Pullo to
                  accept or perform assignments which are illegal, unethical or
                  outside the scope of his abilities and all such services are
                  to be performed by him at times or on a schedule that is
                  reasonably acceptable to him.

         5.       In consideration of the benefits to be provided by Company to
                  Pullo, the receipt of 15,000 stock options, office and
                  administration support allowances and spousal medical coverage
                  to age 65 and protection of consulting compensation in the
                  event of a change in control of the Company, Pullo hereby
                  agrees as follows:

                  (a)      Pullo knowingly and voluntarily releases and forever
                           discharges Company, of and from any and all claims,
                           known and unknown, which Pullo, his heirs, executors,
                           administrators, successors, and assigns have or may
                           have against Company that accrued or arose at any
                           time prior to the execution of this Agreement and
                           General Release, including, but not limited to, any
                           alleged violations of Title VII of the Civil Rights
                           Act; the Employee Retirement Income Security Act; the
                           Americans with Disabilities Act; the Family and
                           Medical Leave Act; the Fair Labor Standards Act; the
                           Age Discrimination in Employment Act; the Older
                           Workers Benefit


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                           Protection Act; the Pennsylvania Human Relations Act;
                           the Pennsylvania Wage Payment and Collection
                           Law;ss.ss.1981-1988 of Title 42 of the U.S.C; the
                           Immigration Reform and Control Act; the National
                           Labor Relations Act; any amendments to the foregoing
                           statutes; any other federal, state, or local civil
                           rights or employment-related law, regulation, or
                           ordinance; any public policy, contract, tort, or
                           common law, including wrongful discharge, reliance,
                           or promissory estoppel; and any allegations for
                           costs, fees, or other expenses, including attorneys'
                           fees.

                  (b)      Pullo waives his right to file any action, charge, or
                           complaint on his own behalf, and to participate in
                           any action, charge, or complaint which may be made by
                           any other person or organization on his behalf, with
                           any federal, state, or local judicial body, court, or
                           administrative agency against Company except where
                           such waiver is prohibited by law. Should any such
                           action, charge, or complaint be filed, Pullo agrees
                           that he will not accept any relief or recovery
                           therefrom. Pullo shall reimburse Company for the fees
                           and costs, including attorneys' fees, of defending
                           such action, charge, or complaint.

                  (c)      Pullo agrees not to disclose any information
                           regarding the existence or substance of this
                           Agreement and General Release, except to any attorney
                           with whom Pullo chooses to consult regarding this
                           Agreement, tax and other professional advisors,
                           immediate family members, or where such disclosure is
                           required by law.

                  (d)      Pullo agrees that neither this Agreement and General
                           Release nor the furnishing of the consideration for
                           this Release shall be deemed or construed at any time
                           for any purpose as an admission by of any liability
                           or unlawful conduct of any kind.

                  (e)      In the event that Pullo breaches or attempts to
                           breach any provision of this Paragraph 5, Pullo
                           agrees that Company will be entitled to proceed in
                           any court of law or equity to stop or prevent such
                           breach, and will be entitled to any and all forms of
                           relief, including injunctive relief. Pullo further
                           agrees to reimburse Company for all fees and costs,
                           including attorneys' fees, incurred as a result
                           thereof if Company prevails in such action.

                  (f)      By signing this Agreement, Pullo represents and
                           agrees that:

                           (1)      this Agreement is entered into knowingly and
                                    voluntarily;

                           (2)      he is receiving consideration from Company
                                    in addition to anything of value to which he
                                    is already entitled;

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                           (3)      he has been given at least twenty-one (21)
                                    days to consider this Agreement and has
                                    chosen to execute it on the date set forth
                                    above;

                           (4)      he knowingly and voluntarily intends to be
                                    legally bound by this Agreement;

                           (5)      he has been advised to consult with an
attorney; and that he has seven (7) days following the execution of this
Agreement to revoke the same, in which case the obligations of the parties to
this Agreement shall be null and void. If not revoked, this Agreement shall
become effective on the eighth (8th) day following execution of this Agreement
("Effective Date").

                  (g)      That nothing herein contained is intended to limit,
                           revoke or waive any indemnification rights that Pullo
                           may have under the Company's Articles and By Laws as
                           a Director or former officer of the Company or any
                           rights thereto under any Directors and Officers
                           insurance coverage maintained by the Company.

         6.       Severability. Pullo and Company acknowledge that any
                  restrictions contained in this Agreement are reasonable and
                  that consideration for this Agreement has been exchanged. In
                  the event that any provision of this Agreement shall be held
                  to be void, voidable, or unenforceable, the remaining portions
                  hereof shall remain in force and effect.

         7.       Construction. This Agreement shall be construed in accordance
                  with the laws of the Commonwealth of Pennsylvania.

         8.       Captions. The captions used herein are for convenience and
                  reference only and are in no way to be construed as defining,
                  limiting or modifying the scope or intent of the various
                  provisions that they introduce.

         9.       Entire Agreement. This Agreement contains the entire
                  understanding between the parties hereto and supersedes and
                  renders null and void and of no force and effect any prior
                  written or oral agreements between them including the
                  Employment Agreement and attachments and Exhibits dated
                  October 17, 2000 and the extension thereof by the Company.

         10.      Acknowledgement. Pullo hereby acknowledges that he was
                  presented with this Agreement on June 13, 2003, and that he
                  was informed that he had the right to consider this Agreement
                  and the release contained herein for a period of twenty-one
                  (21) days prior to execution. Pullo also understands that he
                  has the right to revoke this Agreement for a period of seven
                  (7) days following execution, by giving written notice to the
                  Company at 235 N. Second Street, Harrisburg, PA 17101,
                  Attention: Chairman, Compensation and Benefits Committee, in
                  which event the provisions of this Agreement shall be null and
                  void, and the parties shall have the rights, duties,
                  obligations and remedies afforded by applicable law.


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         IN WITNESS WHEREOF the parties hereto this 17th day of July,
2003 have executed this Agreement and General Release intending thereby to be
legally bound.

ATTEST                              WAYPOINT FINANCIAL CORP.



________________________________    by: ________________________________
Secretary                           David E. Zuern, President & CEO



--------------------------------    -----------------------------------
Witness                                       Robert W. Pullo


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