Exhibit 10.6

                                  PATRIOT BANK
                              EMPLOYMENT AGREEMENT
                             AS AMENDED AND RESTATED


     This AGREEMENT as amended and restated effective May 23, 1997 was first
made effective as of December 1, 1995, by and among Patriot Bank (the "Bank"), a
commercial bank, with its principal administrative office at High and Hanover
Streets, Pottstown, Pennsylvania, Patriot Bank Corp., a corporation organized
under the laws of the State of Delaware, the holding company for the Bank (the
"Holding Company"), and Joseph W. Major ("Executive").

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

     WHEREAS, Executive is willing to serve in the employ of the Bank 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.

         During the period of his employment hereunder, Executive agrees to
serve as President and Chief Executive Officer of the Bank. Executive shall
render administrative and management services to the Bank such as are
customarily performed by persons situated in a similar executive capacity.
During said period, Executive also agrees to serve, if elected, as an officer
and director of the Holding Company or any subsidiary of the Bank.

     2. TERMS AND DUTIES.

        (a) 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. Commencing with the
Effective Date, the term of this Agreement shall be extended for one day each
day until such time as the Board of Directors of the Bank (the "Board") or the
Executive elects not to extend the term of the Agreement further by giving
written notice to the other party in accordance with Section 9 of this
Agreement, in which case the term of this Agreement shall be fixed and shall end
on the fifth anniversary of the date of such written notice.

        (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, Executive shall devote substantially all his
business time, attention, skill, and efforts to the faithful performance of his
duties hereunder including activities and services related to the



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organization, operation and management of the Bank and participation in
community and civic organizations; provided, however, that, with the approval of
the Board, as evidenced by a resolution of such 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 judgment, will not present any conflict of interest with the
Bank, or materially affect the performance of Executive's duties pursuant to
this Agreement.

        (c) Notwithstanding anything herein to the contrary, (i) Executive's
employment with the Bank may be terminated by the Bank or the 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 Executive's employment following the expiration of the term of
this Agreement upon such terms and conditions as the Board and Executive may
mutually agree.

        (d) Upon the termination of Executive's employment with the Bank, the
daily extensions provided pursuant to Section 2(a), shall cease (if such
extensions have not previously ceased), and, if such termination is under
circumstances described in Section 4(a), the term "remaining term of the
Agreement" in Section 4(b) shall mean the period of time commencing from the
date of such termination and ending the last day of the employment period
computed with reference to all extensions prior to such termination.

     3. COMPENSATION AND REIMBURSEMENT.

        (a) The Bank shall pay Executive as compensation a salary of One Hundred
and Twenty-five Thousand Dollars ($125,000.00) per year ("Base Salary"). Base
Salary shall include any amounts of compensation deferred by Executive under any
qualified or unqualified plan maintained by the Bank. Such Base Salary shall be
payable weekly. During the period of this Agreement, Executive's Base Salary
shall be reviewed at least annually; the first such review will be made no later
than one year from the date of this Agreement. Such review shall be conducted by
the Board or by a Committee of the Board, delegated such responsibility by the
Board. The Committee or the Board may increase Executive's Base Salary. Any
increase in Base Salary shall become the "Base Salary" for purposes of this
Agreement. In addition to the Base Salary provided in this Section 3(a), the
Bank shall also provide Executive, at no premium cost to Executive, with all
such other benefits as are provided uniformly to permanent full-time employees
of the Bank.

        (b) The Bank will provide Executive with employee benefit plans,
arrangements and perquisites substantially equivalent to those in which
Executive was participating or otherwise deriving benefit from immediately prior
to the beginning of the term of this Agreement, and the Bank will not,



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without Executive's prior written consent, make any changes in such plans,
arrangements or perquisites which would materially adversely affect Executive's
rights or benefits thereunder; except to the extent such changes are made
applicable to all Bank employees on a non-discriminatory basis. Without limiting
the generality of the foregoing provisions of this Subsection (b), Executive
shall be entitled to participate in or receive benefits under any employee
benefit plans including but not limited to, retirement plans, supplemental
retirement plans, pension plans, profit-sharing plans, health-and-accident
plans, medical coverage or any other employee benefit plan or arrangement made
available by the Bank in the future to its senior executives and key management
employees, subject to and on a basis consistent with the terms, conditions and
overall administration of such plans and arrangements. Executive shall be
entitled to incentive compensation and bonuses as provided in any plan of the
Bank in which Executive is eligible to participate. Nothing paid to the
Executive under any such plan or arrangement will be deemed to be in lieu of
other compensation to which the Executive is entitled under this Agreement.

        (c) In addition to the Base Salary provided for by paragraph (a) of this
Section 3 and other compensation provided for by paragraph (b) of this Section
3, the Bank shall pay or reimburse Executive for all reasonable travel and other
reasonable expenses incurred by Executive performing his obligations under this
Agreement and may provide such additional compensation in such form and such
amounts as the Board may from time to time determine. The Executive shall be
provided at his option, with an automobile expense allowance or the use of a
recent model automobile which will be owned or leased by the Bank or the Holding
Company, as may be mutually agreed upon by the Executive and the Bank. All
reasonable expenses associated therewith shall be borne by the Bank.

     4. PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION.

     The provisions of this Section shall in all respects be subject to the
terms and conditions stated in Section 7.

        (a) Upon the occurrence of an Event of Termination (as herein defined)
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 Bank or the Holding Company of Executive's full-time
employment hereunder for any reason other than a Change in Control, as defined
in Section 5(a) hereof, or Termination for Cause, as defined in Section 7
hereof, (ii) Executive's resignation from the Bank's employ upon any (A) failure
to elect or reelect or to appoint or reappoint Executive as President and Chief
Executive Officer, unless consented to by the Executive, (B) a material change
in Executive's function, duties, or responsibilities, which change would cause
Executive's position to become one of lesser responsibility, importance, or
scope from



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the position and attributes thereof described in Section 1, above, unless
consented to by Executive, (C) a relocation of Executive's principal
place of employment by more than 20 miles from its location at the effective
date of this Agreement, unless consented to by the Executive, (D) a material
reduction in the benefits and perquisites to the Executive from those being
provided as of the effective date of this Agreement, unless consented to by the
Executive, (E) a liquidation or dissolution of the Bank or Holding Company, or
(F) breach of this Agreement by the Bank. Upon the occurrence of any event
described in clauses (A), (B), (C), (D), (E) or (F), above, 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 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 8, the Bank shall be obligated to pay
Executive, or, in the event of his subsequent death, his beneficiary or
beneficiaries, or his estate, as the case may be a sum 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 Bank during the remaining
unexpired term of this Agreement based on the Executive's Base Salary at the
Date of Termination; and (ii) the amount equal to the annual contributions that
would have been made on Executive's behalf to any employee benefit plans of the
Bank or the Holding Company during the remaining term of this Agreement based on
contributions made (on an annualized basis) at the Date of Termination At the
election of the Executive, which election is to be made within thirty (30) days
of the Executive's Date of Termination, such payments shall be made in a lump
sum or paid monthly during the remaining term of the Agreement. In the event
that no election is made, payment to Executive will be made on a monthly basis
in approximately equal installments during the remaining term of the Agreement.
Such payments shall not be reduced in the event the Executive obtains other
employment following termination of employment.

        (c) Upon the occurrence of an Event of Termination, the Bank will cause
to be continued life, medical, dental and disability coverage substantially
identical to the coverage maintained by the Bank or the Holding Company for
Executive prior to his termination at no premium cost to the Executive, except
to the extent such coverage may be changed in its application to all Bank or
Holding Company employees. Such coverage shall cease upon the expiration of the
remaining term of this Agreement.

     5. CHANGE IN CONTROL.

        (a) No benefit shall be payable under this Section 5 unless there shall
have been Change in Control of the Bank or the Holding Company. For purposes of
this Agreement, a "Change in Control" of the Bank or Holding Company shall mean
an event of a



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nature that: (i) would be required to be reported in response to Item I
of the current report on Form 8-K, as in effect on the date hereof, pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"); or (ii) results in a Change in Control of the Bank or the
Holding Company within the meaning of the Change in Bank Control Act and the
Rules and Regulations promulgated by the Federal Deposit Insurance Corporation
("FDIC") at 12 C.F.R. ss.303.4(a) with respect to the Bank and the Board of
Governors of the Federal Reserve System ("FRB") at 12 C.F.R. ss.225.41(b) with
respect to the Holding Company, as in effect on the date hereof, or (iii)
results in a transaction requiring prior FRB approval under the Bank Holding
Company Act of 1956 and the regulations promulgated thereunder by the FRB at 12
C.F.R. ss.225.11, as in effect on the date hereof except for the Holding
Company's acquisition of the Bank; or (iv) without limitation such a Change in
Control shall be deemed to have occurred at such time as (A) any "person" (as
the term is used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of voting securities of the Bank or the Holding Company
representing 20% or more of the Bank's or the Holding Company's outstanding
voting securities or right to acquire such securities except for any voting
securities of the Bank purchased by the Holding Company and any voting
securities purchased by any employee benefit plan of the Bank or the Holding
Company, or (B) individuals who constitute the Boarct on the date hereof (the
"Incumbent Board") cease for any reason to constitute at least a majority
thereof, provided that any person becoming a director subsequent to the date
hereof whose election was approved by a vote of at least three-quarters of the
directors comprising the Incumbent Board, or whose nomination for election by
the Holding Company's stockholders was approved by the same Nominating Committee
serving under an Incumbent Board, shall be, for purposes of this clause (B),
considered as though he were a member of the Incumbent Board, (C) a plan of
reorganization, merger, consolidation, sale of all or substantially all the
assets of the Bank or the Holding Company or similar transaction occurs in which
the Bank or Holding Company is not the resulting entity; provided, however, that
such an event listed above will be deemed to have occurred or to have been
effectuated upon the receipt of all required regulatory approvals not including
the lapse of any statutory waiting periods, (D) a proxy statement shall be
distributed soliciting proxies from shareholders of the Holding Company, by
someone other than the current management of the Holding Company, seeking
stockholder approval of a plan of reorganization, merger or consolidation of the
Holding Company or Bank or similar transaction with one or more corporations as
a result of which the outstanding shares of the class of securities then subject
to the plan or transaction are exchanged for or converted into cash or property
or securities not issued by the Bank or the Holding Company, or (E) a tender
offer is made for 20% or more of the voting securities of the Bank or the
Holding Company.



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        (b) If a Change in Control has occurred pursuant to Section 5(a) or the
Board has determined that a Change in Control has occurred, Executive shall be
entitled to the benefits provided in paragraphs (c), and (d) of this Section 5
upon his subsequent termination of employment at any time during the term of
this Agreement due to: (1) Executive's dismissal or (2) Executive's voluntary
resignation following any demotion, loss of title, office or significant
authority or responsibility, material reduction in annual compensation or
benefits or relocation of his principal place of employment by more than 20
miles from its location immediately prior to the Change in Control, unless such
termination is because of his death, disability, retirement or Termination for
Cause.

        (c) Upon Executive's entitlement to benefits pursuant to
Section 5(b), the Bank shall pay Executive, or in the event of his subsequent
death, his beneficiary or beneficiaries, or his estate, as the case may be, a
sum equal to the greater of.- (1) the payments due for the remaining term of the
Agreement; or (2) five (5) times Executive's average annual compensation for the
five (5) most recent taxable years that Executive has been employed by the Bank
or such lesser number of years in the event that Executive shall have been
employed by the Bank for less than five (5) years. Such average annual
compensation shall include Base Salary, commissions, bonuses, contributions on
Executive's behalf to any pension and/or profit sharing plan, severance
payments, retirement payments, directors or committee fees, fringe benefits paid
or to be paid to the Executive in any such years. At the election of the
Executive, which election is to be made within thirty (30) days of the Date of
Termination, such payment shall be made in a lump sum or paid in equal monthly
installments during the thirty-six (36) months following the Date of
Termination. In the event that no election is made, payment to the Executive
will be made in approximately equal installments on a monthly basis over a
period of thirty-six (36) months following the Executive's termination. Such
payments shall not be reduced in the event Executive obtains other employment
following termination of employment.

        (d) Upon the Executive's entitlement to benefits pursuant to Section
5(b), the Bank will cause to be continued life, medical, dental and disability
coverage substantially identical to the coverage maintained by the Bank for
Executive prior to his severance at no premium cost to the Executive, except to
the extent that such coverage may be changed in its application for all Bank
employees on a non-discriminatory basis. Such coverage and payments shall cease
upon the expiration of sixty (60) months following the Date of Termination.

     6. CHANGE OF CONTROL RELATED PROVISIONS

        (a) In each calendar year that Executive is entitled to receive payments
or benefits under the provisions of his Employment Agreement with the Holding
Company and this Employment 


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Agreement, the Holding Company shall determine if an excess parachute
payment (as defined in Section 4999 of the Internal Revenue Code of 1986, as
amended, and any successor provision thereto, (the "Code")) exists. Such
determination shall be made after taking any reductions permitted pursuant to
Section 28OG of the Code and the regulations thereunder. Any amount determined
to be an excess parachute payment after taking into account such reductions
shall be hereafter referred to as the "Initial Excess Parachute Payment". As
soon as practicable after a Change in Control, the Initial Excess Parachute
Payment shall be determined. Upon the Date of Termination following a Change in
Control, the Holding Company shall pay Executive, subject to applicable
withholding requirements under applicable city, state or federal law an amount
equal to:

     (1)  twenty (20) percent of the Initial Excess Parachute Payment (or such
          other amount equal to the tax imposed under Section 4999 of the Code;
          and

     (2)  such additional amount (tax allowance) as may be necessary to
          compensate Executive for the payment by Executive of city, state and
          federal income and excise taxes on the payment provided under clause
          (1) and on any payments under this Clause (2). In computing such tax
          allowance, the payment to be made under Clause (1) shall be multiplied
          by the "gross up percentage" ("GUP"). The GUP shall be determined as
          follows:

                    Tax Rate
          GUP = _______________

                    I- Tax Rate

          The "Tax Rate" for purposes of computing the GUP shall be the sum of
          the highest marginal federal, state and city income and
          employment-related tax rates, including any applicable excise tax
          rates, applicable to the Executive in the year in which the payment
          under Clause (1) is made.

        (b) Notwithstanding the foregoing, if it shall subsequently be
determined in a final judicial determination or a final administrative
settlement to which Executive is a party that the excess parachute payment as
defined in Section 4999 of the Code, reduced as described above, is more than
the Initial Excess Parachute Payment (such different amount being hereafter
referred to as the "Determinative Excess Parachute Payment") then the Holding
Company's independent accountants shall determine the amount (the "Adjustment
Amount") the Holding Company must pay to the Executive in order to put the
Executive in the same position as the Executive would have been if the Initial
Excess Parachute Payment had been equal to the Determinative Excess Parachute
Payment. In determining the Adjustment Amount, independent accountants of the
Holding Company shall take into account any



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and all taxes (including any penalties and interest) paid by or for
Executive or refunded to Executive or for Executive's benefit. As soon as
practicable after the Adjustment Amount has been so determined, the Holding
Company shall pay the Adjustment Amount to Executive. In no event however, shall
Executive make any payment under this paragraph to the Holding Company.

     7. TERMINATION FOR CAUSE.

     The term "Termination for Cause" shall mean termination because of a
material loss to the Holding Company or the Bank caused by Executive's personal
dishonesty, willful misconduct, any breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, willful violation of any
law, rule or regulation (other than traffic violations or similar offenses) or
final cease-and-desist order or 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 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. The Executive shall not have
the right to receive compensation or other benefits for any period after the
Date of Termination for Cause. During the period beginning on the date of the
Notice of Termination for Cause pursuant to Section 8 hereof through the Date of
Termination for Cause, stock options and related limited rights granted to
Executive under any stock option plan shall not be exercisable nor shall any
unvested awards granted to Executive under any stock benefit plan of the Bank,
the Holding Company or any subsidiary or affiliate thereof, vest. At the Date of
Termination for Cause, such stock options and related limited rights and any
such unvested awards shall become null and void and shall not be exercisable by
or delivered to Executive at any time subsequent to such Termination for Cause.

     8. NOTICE.

        (a) Any purported termination by the Bank or by Executive shall be
communicated by Notice of Termination to the other party hereto. For purposes of
this Agreement, a "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.



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        (b) "Date of Termination" shall mean the date specified in the Notice of
Termination (which, in the case of a Termination for Cause, shall not be less
than thirty 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 Section 8(c) of
this Agreement.

        (c) If, within thirty (30) days after any Notice of Termination is
given, the party receiving such Notice of Termination notifies the other party
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) and
provided further that the Date of Termination shall be extended by a notice of
dispute only if such notice is given in good faith and the party giving such
notice pursues the resolution of such dispute with reasonable diligence.
Notwithstanding the pendency of any such dispute, the Bank will continue to pay
Executive his Base Salary in effect when the notice giving rise to the dispute
was given until the earlier of. (1) the resolution of the dispute in accordance
with this Agreement or (2) the expiration of the remaining term of this
Agreement as determined as of the Date of Termination. 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.

     9. POST-TERMINATION OBLIGATIONS.

        (a) All payments and benefits to Executive under this Agreement shall be
subject to Executive's compliance with this Section 9 for one (1) full year
after the earlier of the expiration of this Agreement or termination of
Executive's employment with the Bank.

        (b) Executive shall, upon reasonable notice, furnish such information
and assistance to the Bank as may reasonably be required by the Bank in
connection with any litigation in which it or any of its subsidiaries or
affiliates is, or may become, a party.

     10. NONDISCLOSURE OF BANK BUSINESS.

     Executive recognizes and acknowledges that the knowledge of the business
activities and plans for business activities of the Bank and affiliates thereof,
as it may exist from time to time, is a valuable, special and unique asset of
the business of the Bank. Executive will not, during or after the term of his
employment, disclose any knowledge of the past, present, planned or considered
business activities of the Bank or affiliates thereof to any person, firm,
corporation, or other entity for any


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reason or purpose whatsoever. 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
plans and activities of the Bank. In the event of a breach or threatened breach
by Executive of the provisions of this Section, the Bank will be entitled to an
injunction restraining Executive from disclosing, in whole or in part, the
knowledge of the past, present, planned or considered business activities of the
Bank or affiliates thereof, or from rendering any services to any person, firm,
corporation, other entity to whom such knowledge, in whole or in part, has been
disclosed or is threatened to be disclosed. Nothing herein will be construed as
prohibiting the Bank from pursuing any other remedies available to the Bank for
such breach or threatened breach, including the recovery of damages from
Executive.

     11. SOURCE OF PAYMENTS.

        (a) All payments provided in this Agreement shall be timely paid in cash
or check from the general funds of the Bank. The Holding Company, however,
unconditionally guarantees payment and provision of all amounts and benefits due
hereunder to Executive and, if such amounts and benefits due from the Bank are
not timely paid or provided by the Bank, such amounts and benefits shall be paid
or provided by the Holding Company.

        (b) Notwithstanding any provision herein to the contrary, to the extent
that payments and benefits, as provided by this Agreement, are paid to or
received by Executive under the Amended and Restated Employment Agreement dated
May 23, 1997, between Executive and the Holding Company, such compensation
payments and benefits paid by the Holding Company will be subtracted from any
amounts due simultaneously to Executive under similar provisions of this
Agreement. Payments pursuant to this Agreement and the Holding Company Agreement
shall be allocated in proportion to the services rendered and time expended on
such activities by Executive as determined by the Holding Company and the Bank
on a quarterly basis.

     12. 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 Bank or any
predecessor of the Bank and Executive, except that this Agreement shall not
affect or operate to reduce any benefit or compensation inuring to 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.

     13. NO ATTACHMENT.


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        (a) Except as required by law, no right to receive payments 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 affect any such action shall be null,
void, and of no effect.

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

     14. 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.

     15. LIMITATION ON PAYMENTS.

     Any payments made to Executive pursuant to this Agreement, or otherwise,
are subject to and conditioned upon compliance with 12 U.S.C. ss.1828(k) and 12
C.F.R. Pt. 359.

     16. 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.

     17. HEADINGS FOR REFERENCE ONLY.

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

     18. GOVERNING LAW.

     The validity, interpretation, performance and enforcement of this
Agreement shall be governed by the laws of the State of


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Delaware, but only to the extent not superseded unless otherwise
specified herein.

     19. ARBITRATION.

     Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration, conducted before a panel
of three arbitrators sitting in a location selected by Executive within fifty
(50) miles from the location of the Bank, in accordance with the rules of the
American Arbitration Association then in effect. Judgment may be entered on the
arbitrator's 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 Executive, whether by
judgment, arbitration or settlement, Executive shall be entitled to the payment
of all back-pay, including salary, bonuses and any other cash compensation,
fringe benefits and any compensation and benefits due Executive under this
Agreement.

     20. PAYMENT OF COSTS AND LEGAL FEES.

     In the event any dispute or controversy arising under or in connection
with Executive's termination is resolved in Executive's favor, whether by
judgment, arbitration or settlement, Executive shall be entitled to the payment
of (i) all reasonable legal fees paid or incurred by Executive in resolving such
dispute or controversy, and (ii) any back-pay, including salary, bonuses and any
other cash compensation, fringe benefits and any compensation and benefits due
Executive under this Agreement.

     21. INDEMNIFICATION.

     The Institution shall provide Executive (including his heirs, executors
and administrators) with coverage under a standard directors' and officers'
liability insurance policy at its expense and shall indemnify Executive (and his
heirs, executors and administrators) to the fullest extent permitted under
Pennsylvania law against all expenses and liabilities 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
Institution (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.


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     22. SUCCESSOR TO THE BANK.

     The Bank 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 Bank or the Holding Company,
expressly and unconditionally to assume and agree to perform the Bank's
obligations under this Agreement, in the same manner and to the same extent that
the Bank would be required to perform if no such succession or assignment had
taken place.

                                   SIGNATURES


     IN WITNESS WHEREOF, Patriot Bank and Patriot Bank Corp. have caused this
Amended and Restated Agreement to be executed and their seals to be affixed
hereunto by their duly authorized officers and directors, and Executive has
signed this Agreement, on the ________ day of _____________________, 1998.


ATTEST:                                              PATRIOT BANK

                                           By
--------------------------                     --------------------------------
Secretary                                           Gary N. Gieringer for the
                                                    Entire Board of Directors



ATTEST:                                    PATRIOT BANK CORP.

                                                    (Guarantor)



                                           By
--------------------------                     --------------------------------
Secretary                                           Gary N. Gieringer for the
                                                    Entire Board of Directors



WITNESS:

                                           By
--------------------------                     --------------------------------
                                                    Joseph W. Major



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