PATRIOT BANK CORP.
                              EMPLOYMENT AGREEMENT
                             AS AMENDED AND RESTATED


     This AGREEMENT ("Agreement") as amended and restated effective June 30,
1998, first made effective as of December 1, 1995 and later amended and restated
as of May 23, 1997, by and between PATRIOT BANK CORP. (the "Holding Company"), a
corporation organized under the laws of Delaware, with its principal
administrative office at High and Hanover Streets, Pottstown, Pennsylvania, and
GARY N. GIERINGER (the "Executive").

                                   WITNESSETH:

     WHEREAS, the Holding Company wishes to assure itself of the services of
Executive for the period provided in this Agreement; and

     WHEREAS, the Executive is willing to serve in the employ of the Holding
Company on a full-time basis for said period.

     NOW, THEREFORE, in consideration of the mutual covenants herein contained,
and upon the other terms and conditions hereinafter provided, the parties hereby
agree as follows:

1.   POSITION AND RESPONSIBILITIES; RESIGNATION FROM BOARD.

     (a) During the period of Executive's employment hereunder, Executive agrees
to serve as Special Senior Advisor to the Holding Company. The Executive shall
render such advisory and related services to the Holding Company as may be
reasonably requested from time to time by the Chairman of the Board or his
designee, which services shall include (i) pursuing business contacts in Berks
County, Pennsylvania, on behalf of the Holding Company and its affiliated
companies, (ii) pursuing business opportunities, generally, on behalf of the
Holding Company and its affiliated companies, and (iii) representing the Holding
Company and its affiliated companies at civic and social events in Berks County.
The parties intend for all purposes that the Executive's relationship to the
Holding Company be characterized as that of an employee, and the supervision of
his performance will be carried out consistently with such characterization. 

     (b) The Executive hereby resigns as a member of the Board, effective as of
the date first above written.



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2.   TERM.

     (a) Except as otherwise provided herein, the period of Executive's
employment under this Agreement shall be deemed to have commenced as of the date
first above written and shall continue for a period of sixty (60) full calendar
months thereafter.

     (b) During the period of Executive's employment hereunder, except for
periods of absence occasioned by illness, reasonable vacation periods, and
reasonable leaves of absence consistent with the policies of the Holding Company
or, where relevant, its affiliated companies, Executive shall be required to
devote not more than twenty (20) hours per week of his business time, attention,
skill, and efforts to the faithful performance of his duties hereunder;
provided, however, that, with the approval of the Board of Directors of the
Holding Company (the "Board"), as evidenced by a resolution of the Board, from
time to time, Executive may serve, or continue to serve, on the boards of
directors of, and hold any other offices or positions in, companies or
organizations, which, in such Board's reasonable judgment, will not present
any conflict of interest with the Holding Company or its subsidiaries, or 
materially adversely affect the performance of Executive's duties pursuant to 
this Agreement.

     (c) Notwithstanding anything herein contained to the contrary: (i)
Executive's employment with the Holding Company may be terminated by the Holding
Company or Executive during the term of this Agreement, subject to the terms and
conditions of this Agreement; and (ii) nothing in this Agreement shall mandate
or prohibit a continuation of Employee's employment following the expiration of
the term of the Agreement upon such terms as the Board and the Executive may
mutually agree.

3.    COMPENSATION AND REIMBURSEMENT.

     (a) The Executive shall be entitled to an annualized salary from the
Holding Company of One Hundred Thousand Dollars ($100,000.00) ("Base Salary").
The Holding Company shall be under no obligation to review or increase such Base
Salary amount during the term of this Agreement. Base Salary shall include any
amounts of compensation deferred by Executive under any qualified or unqualified
plan maintained by the Holding Company. Such Base Salary shall be payable
bi-weekly. In addition to the Base Salary provided in this subsection, the
Holding Company shall



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also provide Executive, at no premium cost to Executive, with all such other
benefits as are generally provided to permanent full-time employees of the
Holding Company.

     (b) The Holding Company will provide Executive with employee benefit plans,
arrangements and perquisites substantially equivalent, singularly and in the
aggregate, to those in which Executive was participating or otherwise deriving
benefit from immediately prior to the beginning of the term of this Agreement;
provided, however, that the Holding Company shall not be required to include the
Executive in any bonus plan or arrangement, stock option plan, management
recognition plan, or any similar plan or arrangement maintained for the benefit
of senior executives of the Holding Company. Nothing in this subsection,
however, shall be construed as adversely affecting any vested and non-vested
rights the Executive may presently have under any plan or arrangement.

     (c) In addition to the Base Salary provided for by Subsection (a) and the
benefits provided for in Subsections (a) and (b), the Holding Company shall pay
or reimburse Executive for all reasonable travel and other reasonable expenses
incurred in the performance of Executive's obligations under this Agreement and
may, but shall not be required to, provide such additional compensation in such
form and such amounts as the Board may from time to time determine. In this
regard, Executive shall be provided, upon prior request, with the use of such
Holding Company facilities and equipment as may be required to perform his
duties hereunder. The Executive shall be provided, at his option, with an
automobile expense allowance or the use of a recent model automobile, similar to
that used by the Executive as of the date hereof, which will be owned or leased
by the Holding Company or an affiliate of the Holding Company, as may be
mutually agreed upon by the Executive and the Holding Company. All reasonable
expenses associated therewith shall be borne by the Holding Company.

4.    PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

     (a) Upon the occurrence of an Event of Termination during the Executive's
term of employment under this Agreement, the provisions of this section shall
apply. As used in this Agreement, an "Event of Termination" shall mean and
include any one or more of the following: (i) the termination by the Holding
Company of Executive's full-time employment hereunder for any reason (including
Termination for Disability (as defined in



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Section 6(b)), other than a Termination for Cause (as defined in Section 6(a),
(ii) prior to the occurrence of a Change in Control (as defined in Subsection
(f)), Executive's resignation from the Holding Company's employ upon (A) the
failure to continue to retain him as Special Senior Advisor to the Holding
Company, (B) a material change in Executive's function, duties, or
responsibilities with the Holding Company, which change would cause Executive's
position to become one of lesser responsibility, importance, or scope from, or
be more onerous than, the position set forth in Section 1(a), (C) a relocation
of Executive's principal place of employment by more than twenty (20) miles from
its location at the effective date of this Agreement, (D) a liquidation or
dissolution of the Holding Company, or (E) a breach of this Agreement by the
Holding Company, or (iii) concurrent with or following the occurrence of a
Change in Control, the Executive's termination of employment for any reason
other than Cause. Upon the occurrence of any event described in Subclause (A),
(B), (C), (D) or (E), Executive shall have the right to elect to terminate his
employment under this Agreement by resignation upon not less than thirty (30)
days' prior written notice given within six (6) full calendar months after the
event giving rise to said right to elect.

     (b) Upon the occurrence of an Event of Termination, on the Date of
Termination (as defined in Section 7(b)), the Holding Company shall be obligated
to continue to pay Executive, or, in the event of his subsequent death, his
beneficiary or beneficiaries, or his estate, as the case may be, an amount equal
to the sum of: (i) the amount of the remaining payments (or benefits) that the
Executive would have earned if he had continued his employment with the Holding
Company during the remaining unexpired term of this Agreement based on the
Executive's Base Salary at the Date of Termination; and (ii) amounts equal to
the annual contributions that would have been made on Executive's behalf to any
employee pension benefit plans of the Holding Company during the remaining term
of this Agreement based on contributions most recently made (on an annualized
basis) prior to the Date of Termination. The amounts described in Clause (i)
shall be paid on a monthly basis (in arrears), and the amounts described in
Clause (ii) shall be paid on the anniversary dates of the Date of Termination.

     (c) Upon the occurrence of an Event of Termination, the Holding Company
will cause to be continued life, medical, dental and disability coverage
substantially equivalent to the coverage maintained by the Holding Company for
Executive prior to his


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termination at no premium cost to the Executive. Such coverage shall cease upon
the expiration of the otherwise remaining term of this Agreement.

     (d) In the event the Executive's employment with the Holding Company
terminates for any reason other than an Event of Termination, he shall not be
entitled to any further payments or benefits hereunder (other than any payments
or benefits which have been appropriately accrued but not yet paid as of the
termination date).

     (e) Notwithstanding the provisions of Subsection (b), prior to the
commencement of benefits under such subsection, the Board may, in its
discretion, elect to pay the present value of the aggregate payments required
thereunder in one lump sum. In exercising such discretion, the Board may
consider the circumstances and expressed preference of the Executive, but the
final decision shall be that of the Board. For purposes of determining the lump
sum amount, the required payments shall be discounted in the manner provided in
the Supplemental Retirement and Death Benefit Agreement being executed by the
parties concurrently herewith. In the event of the Executive's death after the
commencement of payments under Subsection (c), then, notwithstanding the
provisions of such subsection, the Board may also elect, in its discretion,
elect to pay the present value of the remaining payments in one lump sum to the
person or persons entitled thereto. The exercise of discretion and calculation
of the lump sum amount shall be effected as provided above with respect to the
Executive.

     (f) For purposes of this Agreement, the term "Change in Control" shall have
the meaning ascribed to such term in Section 5 of the employment contract, dated
May 23, 1997, between the Executive and the Holding Company (the "Prior
Agreement"), which agreement is being superseded hereby.

     (g) Notwithstanding anything herein to the contrary, in the case of a
Termination for Disability, the Holding Company shall be entitled to offset
against amounts due hereunder the Executive's benefits under any long-term
disability plan of the Holding Company (or an affiliate) in which he is a
participant; provided, however, that no such offset shall be permitted with
respect to any period of time after the expiration of the otherwise scheduled
term hereof, as set forth in Section 2(a).




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5.   ADDITIONAL PAYMENTS UPON EXECUTION OF AGREEMENT; POTENTIAL
     SUPPLEMENTAL PAYMENTS FOLLOWING A CHANGE IN CONTROL.

     Concurrently with the execution and delivery of this Agreement, the Holding
Company shall pay to the Executive, in cash, the following amounts: (i)
$961,000, representing an amount to which he was entitled, immediately prior to
the execution and delivery of this Agreement, under his prior employment
agreement with the Holding Company, and in consideration of his agreeing to the
provisions of Sections 9(a) and 9(b), and (ii) $40,000, representing his bonus
entitlement for the first six months of 1998. In the event the payments made
pursuant to the preceding sentence, when aggregated with all other payments and
benefits made to the Executive (including those under Section 4), become subject
to the excise tax provisions of Section 4999 of the Internal Revenue Code of
1986, as amended, then, notwithstanding the provisions of Section 11 of this
Agreement, he shall be entitled to the benefits set forth in Section 6 of the
Prior Agreement.

6.   TERMINATION FOR CAUSE OR DISABILITY.

     (a) The term "Termination for Cause" shall mean termination because of (i)
a material loss to the Holding Company or one of its affiliates caused by
Executive's personal dishonesty, willful misconduct, breach of fiduciary duty
involving personal profit, or intentional failure to perform stated duties, (ii)
willful violation of any law, rule, regulation (other than traffic violations or
similar offenses), (iii) the issuance of a final cease and desist order, or (iv)
a material breach of any provision of this Agreement. Notwithstanding the
foregoing, Executive shall not be deemed to have been terminated for Cause
unless and until (i) there shall have been delivered to him a Notice of
Termination which shall include a copy of a resolution duly adopted by the
affirmative vote of not less than three-fourths of the members of the Board at a
meeting of the Board called and held for that purpose (after reasonable notice
to Executive and an opportunity for him, together with counsel, to be heard
before the Board), finding that in the good faith opinion of the Board,
Executive was guilty of conduct justifying Termination for Cause and specifying
the particulars thereof in detail, and (ii) in the case of conduct that can be
cured, thirty (30) days have elapsed without the Executive effecting such cure
and, if applicable, reimbursing the Holding Company and its affiliates for any
material losses.

     (b) The term "Termination for Disability" shall mean


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termination following the occurrence of the Executive's "disability" qualifying
him for benefits under the long-term disability plan of the Holding Company (or
an affiliate) in which he is then a participant.

7.   NOTICE, ETC.

     (a) Any purported termination by the Holding Company or by Executive shall
be communicated by Notice of Termination to the other party hereto. For purposes
of this Agreement, the term "Notice of Termination" shall mean a written notice
which shall indicate the specific termination provision in this Agreement relied
upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of Executive's employment under the
provision so indicated.

     (b) The term "Date of Termination" shall mean the date specified in the
Notice of Termination (which, in the case of a Termination for Cause or
Disability, shall not be less than thirty (30) days from the date such Notice of
Termination is given); provided, however, that if a dispute exists regarding the
Executive's termination, the "Date of Termination" shall be determined in
accordance with Subsection (c).

     (c) If, within thirty (30) days after any Notice of Termination is given by
the Holding Company, the Executive notifies the Holding Company that a dispute
exists concerning the termination, the Date of Termination shall be the date on
which the dispute is finally determined, either by mutual written agreement of
the parties, by a binding arbitration award, or by a final judgment, order or
decree of a court of competent jurisdiction (the time for appeal therefrom
having expired and no appeal having been perfected), provided that the Date of
Termination shall be extended by a notice of dispute only if such notice is
given in good faith and the Executive pursues the resolution of such dispute
with reasonable diligence. Notwithstanding the pendency of any such dispute, the
Holding Company will continue to pay Executive his full compensation in effect
when the notice giving rise to the dispute was given (including, but not limited
to, Base Salary) and continue him, to the extent permitted by law, as a
participant in all compensation, benefit and insurance plans in which he was
participating when the notice of dispute was given, until the dispute is finally
resolved in accordance with this Agreement. In the event the dispute is resolved
adversely to the Executive, he shall be required to reimburse the Holding
Company (with


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interest at the short-term applicable federal rate, as determined under Section
1274 of the Internal Revenue Code of 1986, as amended, in effect on the date of
termination of employment) for the payment of interim Base Salary, benefits and
other amounts paid or provided, as provided in the document or order finally
settling or adjudicating the matter. Amounts paid under this section are in
addition to all other amounts due under this Agreement and shall not be offset
against or reduce any other amounts due under this Agreement.

8.   POST-TERMINATION OBLIGATIONS.

     (a) To the extent relevant, all payments and benefits to Executive under
this Agreement shall be subject to Executive's compliance with this section and
Section 9 for one (1) full year after the earlier of the expiration of this
Agreement or termination of Executive's employment with the Holding Company.

     (b) Executive shall, upon reasonable notice, furnish such information and
assistance to the Holding Company as may reasonably be required by the Holding
Company in connection with any litigation in which it or any of its subsidiaries
or affiliates is, or may become, a party. Such assistance shall be provided at
no cost to the Holding Company, except for the reimbursement for out-of-pocket
expenses of the Executive.

9.   COVENANT NOT TO COMPETE; NONSOLICITATION; NONDISCLOSURE OF
     HOLDING COMPANY BUSINESS.

     (a) The Executive hereby acknowledges and recognizes the highly competitive
nature of the business of the Holding Company and its subsidiaries and
accordingly agrees that, except in the case of Termination for Cause, during and
for the applicable period described in Section 8(a) the Executive will not:

          (i) be engaged, directly or indirectly, either for his own account or
     as agent, consultant, employee, partner, officer, director, proprietor,
     investor (except as an investor owning less than 5% of the stock of a
     publicly owned company) or otherwise of, any person, firm, corporation, or
     enterprise engaged, in (A) the banking or financial services industry, or
     (B) any other activity in which the Holding Company or any of its
     majority-owned subsidiaries is engaged during the term of this Agreement,
     in either case in any county in which, at any time during the term of this
     Agreement or at the date of termination of

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     the Executive's employment, a branch, office or other facility of the
     Holding Company or a majority-owned subsidiary is located, or in any county
     contiguous to such a county, including contiguous counties located outside
     of the Commonwealth of Pennsylvania (the "Non-Competition Area"); and

          (ii) provide financial or other assistance to any person, firm,
     corporation, or enterprise engaged in (A) the banking or financial services
     industry, or (B) any other activity in which the Holding Company or any of
     its majority-owned subsidiaries is engaged during the term of this
     Agreement, in the Non-Competition Area.

     (b) It is expressly understood and agreed that, although the Executive and
the Holding Company consider the restrictions contained in Subsection (a)
reasonable for the purpose of preserving for the Holding Company and its
subsidiaries their goodwill and other proprietary rights, if a final judicial
determination is made by a court having jurisdiction that the time or territory
or any other restriction contained in Subsection (a) is an unreasonable or
otherwise unenforceable restriction against the Executive, the provisions of
Subsection (a) will not be rendered void but will be deemed amended to apply as
to such maximum time and territory and to such other extent as such court may
judicially determine or indicate to be reasonable.

     (c) Without the prior consent of the Holding Company, at no time during the
period described in Section 8(a) shall the Executive directly or indirectly
solicit or hire any person who was at any time during the term of this Agreement
an employee of the Holding Company or any of its majority-owned subsidiaries,
nor shall the Executive (if relevant) encourage or induce any such person to
terminate his or her employment relationship with the Holding Company or any
such subsidiary.

     (d) Executive recognizes and acknowledges that the business activities,
business plans and other confidential information of the Holding Company and its
subsidiaries as they may exist from time to time, are valuable, special and
unique assets of the business of the Holding Company and its subsidiaries.
Executive will not, during or after the term of his employment, disclose any
knowledge of the past, present, planned or considered business activities or
plans, or any confidential information, of the Holding Company and its
subsidiaries to any person, firm, corporation, or other entity for any reason or
purpose whatsoever



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unless expressly authorized by the Board or required by law, or unless knowledge
thereof is otherwise in the public domain through no fault of the Executive.
Notwithstanding the foregoing, Executive may disclose any knowledge of banking,
financial and/or economic principles, concepts or ideas which are not solely and
exclusively derived from the business activities or plans, or confidential
information, of the Holding Company.

     (e) In the event of a breach or threatened breach by the Executive of the
provisions of this section, the Holding Company will be entitled to an
injunction restraining Executive from violating or continuing to violate the
provisions of Subsection (a), (c) or (d), as applicable. Nothing herein will be
construed as prohibiting the Holding Company from pursuing any other remedies
available to the Holding Company for such breach or threatened breach, including
the recovery of damages from Executive.

10.  SOURCE OF PAYMENTS.

     All payments provided in this Agreement shall be timely paid in cash or
check from the general funds of the Holding Company.

11.  EFFECT ON PRIOR AGREEMENTS AND EXISTING BENEFITS PLANS.

     This Agreement contains the entire understanding between the parties hereto
and supersedes any prior employment agreement between the Holding Company, or
any predecessor or affiliate of the Holding Company, and Executive, except that
this Agreement shall not affect or operate to reduce any vested benefit or
compensation inuring to the Executive of a kind elsewhere provided. No provision
of this Agreement shall be interpreted to mean that Executive is subject to
receiving fewer benefits than those available to him without reference to this
Agreement. Nothing herein shall be construed as precluding the Executive's
continued right to vest in contingent benefits in existence on the effective
date of this Agreement, provided he otherwise satisfies the vesting requirements
of the relevant plan, contract or arrangement. Concurrently with the execution
of this Agreement, the Holding Company and the Executive are executing a
Supplemental Retirement and Death Benefit Agreement. Executive's entitlement to
the benefits thereunder shall not be affected by this Agreement, and entitlement
to such benefits shall be determined solely by reference to the provisions
contained therein.



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12.  NO ATTACHMENT; BINDING EFFECT.

     (a) Except as required by law, no right to receive payments or benefits
under this Agreement shall be subject to anticipation, commutation, alienation,
sale, assignment, encumbrance, charge, pledge, or hypothecation, or to
execution, attachment, levy, or similar process or assignment by operation of
law, and any attempt, voluntary or involuntary, to effect any such action shall
be null and void.

     (b) This Agreement shall be binding upon, and inure to the benefit of,
Executive and the Holding Company and their respective successors and permitted
assigns.

13.  MODIFICATION AND WAIVER.

     (a) This Agreement may not be modified or amended except by an instrument
in writing signed by the parties hereto.

     (b) No term or condition of this Agreement shall be deemed to have been
waived, nor shall there be any estoppel against the enforcement of any provision
of this Agreement, except by written instrument of the party charged with such
waiver or estoppel. No such written waiver shall be deemed a continuing waiver
unless specifically stated therein, and each such waiver shall operate only
as to the specific term or condition waived and shall not constitute a waiver 
of such term or condition for the future as to any act other than that 
specifically waived.

14.  SEVERABILITY.

     If, for any reason, any provision of this Agreement, or any part of any
provision, is held invalid, such invalidity shall not affect any other provision
of this Agreement or any part of such provision not held so invalid, and each
such other provision and part thereof shall, to the full extent consistent with
law, continue in full force and effect.

15.  HEADINGS FOR REFERENCE ONLY.

     The headings of the sections herein are included solely for convenience of
reference and shall not control the meaning or interpretation of any of the
provisions of this Agreement.






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16.  GOVERNING LAW.

     This Agreement shall be governed by the domestic internal laws of the
Commonwealth of Pennsylvania, unless otherwise specified herein.

17.  ARBITRATION, ETC.

     Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration, conducted before a panel
of three (3) arbitrators sitting in a location selected by the Executive within
fifty (50) miles from the location of the Holding Company's principal
administrative office in accordance with the rules of the American Arbitration
Association then in effect. Unless otherwise agreed upon by the parties, such
arbitrators shall be chosen as provided by such rules. Judgment may be entered
on the arbitrators' award in any court having jurisdiction; provided, however,
that Executive shall be entitled to seek specific performance of his right to be
paid until the Date of Termination during the pendency of any dispute or
controversy arising under or in connection with this Agreement. In the event any
dispute or controversy arising under or in connection with Executive's
termination is resolved in favor of the Executive, whether by judgment,
arbitration or settlement, Executive shall be entitled, to the extent not
already paid or provided, to the payment of all back-pay, including Base Salary,
benefits and any other amounts due Executive under this Agreement. Interest
thereon shall be paid as provided in the determination of the arbitrators.

18.  PAYMENT OF COSTS AND LEGAL FEES.

     In the event a dispute or controversy arising under or in connection with
Executive's termination is submitted to arbitration as provided in Section 17,
Executive shall be entitled to the payment of all reasonable legal fees and
related expenses paid or incurred by him in resolving such dispute or
controversy, unless the arbitrators determine that his claim is completely
without merit.

19.  INDEMNIFICATION.

     The Holding Company shall provide Executive (including his heirs, executors
and administrators) with coverage under a standard directors' and officers'
liability insurance policy at its expense, or in lieu thereof, shall indemnify
Executive (and his heirs, executors and administrators) to the fullest extent
permitted under Delaware law against all expenses and liabilities



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reasonably incurred by him in connection with or arising out of any action, suit
or proceeding in which he may be involved by reason of his having been a
director or officer of the Holding Company or an affiliate thereof (whether or
not he continues to be a director or officer at the time of incurring such
expenses or liabilities), such expenses and liabilities to include, but not be
limited to judgments, court costs and attorneys' fees and the cost of reasonable
settlements. In no event shall coverage or indemnification be less than the
rights granted to any director or officer whose status as such has terminated
prior to the date hereof.

20.  SUCCESSOR TO THE HOLDING COMPANY.

     The Holding Company shall require any successor or assignee, whether direct
or indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all the business or assets of the Holding Company to expressly and
unconditionally assume and agree to perform the Holding Company's obligations
under this Agreement, in the same manner and to the same extent that the Holding
Company would be required to perform if no such succession or assignment had
taken place.

     IN WITNESS WHEREOF, PATRIOT BANK CORP. has caused this Amended and Restated
Agreement to be executed and its seal to be affixed hereunto by its duly
authorized officer for its directors, and Executive has signed this Agreement,
on the date and year first above written.

                                            PATRIOT BANK CORP.


                                            By____________________________
                                              Joseph W. Major for the
                                              Entire Board of Directors


[CORPORATE SEAL]                            Attest:  __________________________
                                                       (Assistant) Secretary

WITNESS:


----------------------                      ------------------------------
                                                   Gary N. Gieringer



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