EXHIBIT 10.1

                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

         THIS AMENDED AND RESTATED  EMPLOYMENT  AGREEMENT (this  "Agreement") is
effective  as of the 19th day of November  2008,  between  Harleysville  Savings
Financial   Corporation,   a  Pennsylvania   corporation  (the   "Corporation"),
Harleysville  Savings  Bank, a  Pennsylvania  chartered  stock savings bank (the
"Bank") and a wholly  owned  subsidiary  of the  Corporation  (collectively  the
"Employers"), and Ronald B. Geib (the "Executive").

                                   WITNESSETH

         WHEREAS,  the Executive is presently an officer of the  Corporation and
the Bank, and the Employers  desire to be ensured of the  Executive's  continued
active participation in the business of the Employers;

         WHEREAS,  in order to induce the  Executive  to remain in the employ of
the Employers and in consideration of the Executive's  agreeing to remain in the
employ of the Employers,  the parties  desire to specify the severance  benefits
which shall be due to the  Executive in the event that his  employment  with the
Employers is terminated under certain specified circumstances;

         WHEREAS,  the Bank entered into a written agreement on May 1, 1987 with
respect to the  employment of the  Executive,  which was amended and restated by
the Employers as of October 31, 2006 (the "Prior Agreement");

         WHEREAS,  the Employers and the Executive  believe certain revisions to
the Prior Agreement are appropriate,  including amending and restating the Prior
Agreement in its entirety as  hereinafter  set forth in order to comply with the
requirements  of Section 409A of the Internal  Revenue Code of 1986,  as amended
(the "Code"); and

         WHEREAS, this Agreement supersedes in its entirety the Prior Agreement;

         NOW  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
agreements herein contained, the parties hereby agree as follows:

         1.  Definitions.  The following words and terms shall have the meanings
set forth below for the purposes of this Agreement:

         (a) Annual  Compensation.  The Executive's  "Annual  Compensation"  for
purposes of this Agreement shall be deemed to mean the average  aggregate annual
compensation  paid to the Executive  and  includible  in the  Executive's  gross
income for federal income tax purposes  during the five calendar years preceding
the year in which the Date of Termination occurs.

         (b) Base  Salary.  "Base  Salary"  shall have the  meaning set forth in
Section 3(a) hereof.

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         (c) Cause.  Termination of the Executive's employment for "Cause" shall
mean  termination  because  of  personal   dishonesty,   incompetence,   willful
misconduct,  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.  For
purposes of this subparagraph,  no act or failure to act on the Executive's part
shall be  considered  "willful"  unless  done,  or  omitted  to be done,  by the
Executive not in good faith and without  reasonable  belief that the Executive's
action or omission was in the best interest of the Employers;  provided that any
act or omission to act on the Executive's  behalf in reliance upon an opinion of
counsel  to the Bank or  counsel  to the  Executive  shall  not be  deemed to be
willful.

         (d) Change in Control.  "Change in Control"  shall mean a change in the
ownership of the  Corporation or the Bank, a change in the effective  control of
the  Corporation  or the  Bank or a change  in the  ownership  of a  substantial
portion of the assets of the  Corporation  or the Bank, in each case as provided
under Section 409A of the Code and the regulations thereunder.

         (e) Code.  "Code"  shall mean the  Internal  Revenue  Code of 1986,  as
amended.

         (f) Date of Termination.  "Date of  Termination"  shall mean (i) if the
Executive's  employment is terminated for Cause, the date on which the Notice of
Termination is given,  and (ii) if the Executive's  employment is terminated for
any other reason, the date specified in the Notice of Termination.

         (g) Disability.  "Disability" shall mean the Executive (i) is unable to
engage  in  any  substantial   gainful  activity  by  reason  of  any  medically
determinable  physical or mental  impairment  which can be expected to result in
death or can be expected to last for a continuous period of not less than twelve
(12) months,  or (ii) is, by reason of any  medically  determinable  physical or
mental impairment which can be expected to result in death or can be expected to
last for a  continuous  period of not less than  twelve (12)  months,  receiving
income replacement  benefits for a period of not less than three months under an
accident and health plan covering employees of the Employers.

         (h)  Good  Reason.  Termination  by the  Executive  of the  Executive's
employment for "Good Reason" shall mean  termination  by the Executive  based on
the occurrence of any of the following events:

                  (i) any material  breach of this  Agreement by the  Employers,
         including  without  limitation  any of the  following:  (A) a  material
         diminution  in  the  Executive's  base  compensation,  (B)  a  material
         diminution in the Executive's authority,  duties or responsibilities as
         prescribed  in Section  2, or (C) any  requirement  that the  Executive
         report to a corporate  officer or employee of the Employers  instead of
         reporting directly to the Boards of Directors of the Employers, or

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                  (ii) any material  change in the geographic  location at which
         the Executive must perform his services under this Agreement;

         provided, however, that prior to any termination of employment for Good
         Reason,  the  Executive  must  first  provide  written  notice  to  the
         Employers  within  ninety  (90) days of the  initial  existence  of the
         condition,   describing  the  existence  of  such  condition,  and  the
         Employers  shall  thereafter  have the  right to remedy  the  condition
         within thirty (30) days of the date the Employers  received the written
         notice from the Executive. If the Employers remedy the condition within
         such thirty (30) day cure  period,  then no Good Reason shall be deemed
         to exist with respect to such condition. If the Employers do not remedy
         the  condition  within  such  thirty  (30)  day cure  period,  then the
         Executive  may deliver a Notice of  Termination  for Good Reason at any
         time  within  sixty (60) days  following  the  expiration  of such cure
         period.

         (i) IRS. IRS shall mean the Internal Revenue Service.

         (j) Notice of Termination. Any purported termination of the Executive's
employment by the Employers for any reason,  including  without  limitation  for
Cause, Disability or Retirement,  or by the Executive for any reason,  including
without  limitation for Good Reason,  shall be communicated by a written "Notice
of  Termination" to the other party hereto.  For purposes of this  Agreement,  a
"Notice  of  Termination"  shall mean a dated  notice  which (i)  indicates  the
specific termination provision in this Agreement relied upon, (ii) sets forth in
reasonable  detail  the facts and  circumstances  claimed to provide a basis for
termination  of the  Executive's  employment  under the  provision so indicated,
(iii) specifies a Date of Termination,  which shall be not less than thirty (30)
nor more that ninety (90) days after such Notice of Termination is given, except
that any termination of the Executive's  employment for Cause shall be effective
immediately, and (iv) is given in the manner specified in Section 12 hereof.

         (k) Retirement.  "Retirement"  shall mean voluntary  termination by the
Executive  of the  Executive's  employment  in  accordance  with the  Employers'
retirement policies,  including early retirement,  generally applicable to their
salaried employees.

         2. Term of Employment.

         (a) The  Employers  hereby  employ the Executive as President and Chief
Executive Officer and the Executive hereby accepts said employment and agrees to
render such services to the Employers on the terms and  conditions  set forth in
this  Agreement.  The term of employment  under this Agreement shall be for five
years  commencing on May 1, 2008 and, upon approval of the Board of Directors of
each of the Employers, shall automatically extend for an additional year on each
May 1 such that at any time the remaining term of this  Agreement  shall be from
four to five years unless the Executive gives written notice to the Employers of
the Executive's  election not to extend the term, with such written notice to be
given not less than  forty-five  (45) days prior to any such May 1. If the Board
of Directors of either of the Employers  elects not to extend the term, it shall
give written  notice of such decision to the Executive not less than  forty-five
(45) days prior to any such May 1. If any party  gives  timely  notice  that the
term will not be

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extended as of any May 1, then this Agreement  shall terminate at the conclusion
of its remaining  term.  References  herein to the term of this Agreement  shall
refer both to the initial term and successive terms.

         (b) During the term of this  Agreement,  the Executive shall manage the
operations  of the  Employers  and oversee the officers  that report to him. The
Executive shall also oversee the  implementation  of the policies adopted by the
Boards of Directors of the Employers and shall report  directly to the Boards of
Directors.  In addition, the Executive shall perform such executive services for
the  Employers  as may be  consistent  with his  titles  and  from  time to time
assigned to him by the Employers' Boards of Directors.

         (c) The  Executive  shall be  nominated  to be a member of the Board of
Directors of the Corporation, and shall be a member of the Board of Directors of
the Bank, as long as the Executive  remains an employee in good standing  and/or
has not violated any of the terms and provisions of this Agreement.  Termination
of employment for any reason shall be deemed to be a resignation  from the Board
of Directors of the Corporation and from the Board of Directors of the Bank.

         3. Compensation and Benefits.

         (a) The  Employers  shall  compensate  and pay  the  Executive  for his
services  during the term of this Agreement at a minimum base salary of $256,600
per year  ("Base  Salary"),  which  may be  increased  from time to time in such
amounts as may be  determined by the Boards of Directors of the  Employers,  and
may not be  decreased  without  the  Executive's  express  written  consent.  In
addition to his Base Salary,  the Executive  shall be entitled to receive during
the term of this  Agreement  such bonus  payments  as may be  determined  by the
Boards of Directors of the Employers.

         (b) During the term of this Agreement,  the Executive shall be entitled
to  participate  in and receive the benefits of any pension or other  retirement
benefit plan,  profit sharing plan, stock option plan,  employee stock ownership
plan,  welfare and fringe benefit  arrangements,  or such other employee benefit
plans,  programs,  policies,  benefits,  arrangements  and  privileges  given to
employees and executives of the Employers,  to the extent  commensurate with his
then duties and  responsibilities,  as fixed by the Boards of  Directors  of the
Employers.  The Employers shall not make any changes in such plans,  benefits or
privileges  which  would  adversely  affect the  Executive's  rights or benefits
thereunder,  unless such change occurs  pursuant to a program  applicable to all
executive  officers of the  Employers  and does not result in a  proportionately
greater adverse change in the rights of or benefits to the Executive as compared
with any other executive officer of the Employers. Nothing paid to the Executive
under any plan or  arrangement  presently  in effect  or made  available  in the
future  shall be deemed to be in lieu of the  salary  payable  to the  Executive
pursuant to Section 3(a) hereof.

         (c) During the term of this Agreement,  the Executive shall be entitled
to paid annual vacation in accordance with the policies as established from time
to time by the Boards of Directors of the Employers.  The Executive shall not be
entitled to receive any additional

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compensation  from the Employers  for failure to take a vacation,  nor shall the
Executive be able to accumulate  unused vacation time from one year to the next,
except to the extent  authorized by the Employers'  vacation  policies or by the
Boards of Directors of the Employers.

         (d) The  Executive's  compensation,  benefits,  severance  and expenses
shall be paid by the  Corporation  and the Bank in the same  proportions  as the
time  and  services  actually  expended  by the  Executive  on  behalf  of  each
respective Employer.

         4. Expenses.  The Employers  shall reimburse the Executive or otherwise
provide for or pay for all  reasonable  expenses  incurred by the  Executive  in
furtherance of or in connection  with the business of the Employers,  including,
but  not by way of  limitation,  automobile  and  traveling  expenses,  and  all
reasonable   entertainment   expenses   (whether  incurred  at  the  Executive's
residence,   while   traveling  or  otherwise),   subject  to  such   reasonable
documentation  and other  limitations  as may be  established  by the  Boards of
Directors of the  Employers.  If such expenses are paid in the first instance by
the  Executive,  the Employers  shall  reimburse the  Executive  therefor.  Such
reimbursement  shall be paid promptly by the Employers and in any event no later
than March 15 of the year immediately  following the year in which such expenses
were incurred.

         5. Termination.

         (a) The Employers  shall have the right,  at any time upon prior Notice
of  Termination,  to terminate  the  Executive's  employment  hereunder  for any
reason,  including  without  limitation  termination  for Cause,  Disability  or
Retirement,  and the  Executive  shall  have the  right,  upon  prior  Notice of
Termination, to terminate his employment hereunder for any reason.

         (b) In the event that (i) the  Executive's  employment is terminated by
the  Employers  for Cause,  Retirement  or the  Executive's  death,  or (ii) the
Executive  terminates  his  employment  hereunder  for any reason other than for
Disability  or Good Reason,  the Executive  shall have no right  pursuant to the
terms of this Agreement to  compensation  or other benefits for any period after
the applicable Date of Termination.

         (c) In the event the Executive's employment hereunder is terminated due
to  Disability,  the  Executive  shall be  entitled  to  receive  the  following
percentages of his Base Salary for the following periods of his Disability:  (i)
100%  for the  first  six  months,  75%  for the  next  twelve  months,  and 60%
thereafter for the remaining term of this Agreement. Disability payments will be
made on a  monthly  basis  and  will  commence  on the  first  day of the  month
following the  Executive's  termination  due to  Disability.  Upon  returning to
active duties,  the Executive's full compensation as set forth in this Agreement
shall  be  reinstated.  In the  event  that  the  Executive  returns  to  active
employment  on other  than a  full-time  basis,  then his Base  Salary  shall be
reduced in  proportion  to the time  spent in said  employment.  There  shall be
deducted from the amounts paid to the Executive  hereunder  during any period of
Disability any amounts actually paid to the Executive pursuant to any disability
insurance  or  other  similar  program  which  the Bank  has  instituted  or may
institute  on  behalf of its  employees  for the  purpose  of  compensating  the
Executive  in  the  event  of a  Disability,  including  workmen's  compensation

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benefits and Social Security disability  benefits.  The Executive shall have the
duty to apply for such  benefits and shall  provide to the Bank the right to set
off from any amounts so received the amount of payments made hereunder.

         (d) If the Executive's employment shall be terminated prior to a Change
in Control by (i) the Employers for other than Cause, Disability,  Retirement or
the Executive's death or (ii) the Executive for Good Reason,  then the Employers
shall:

                  (A) pay to the  Executive,  within thirty (30) days  following
         the Date of Termination,  a lump sum cash severance amount equal to the
         product of the Base Salary  multiplied by the greater of (i) the number
         of  years  (including  partial  years)  remaining  in the  term of this
         Agreement,  or (ii)  2.99,  with such  amount to be  discounted  to the
         present  value using a discount  rate equal to the  applicable  federal
         rate  published  by the  IRS  for  the  month  in  which  the  Date  of
         Termination occurs;

                  (B) maintain and provide for a period ending at the earlier of
         (i) the  expiration of the remaining  term of this  Agreement as of the
         Date of Termination  before giving effect to the Notice of Termination,
         (ii) three years following the Date of Termination or (iii) the date of
         the Executive's full time employment by another employer (provided that
         the  Executive  is  entitled  under  the  terms of such  employment  to
         benefits  substantially similar to those described in this subparagraph
         (B)),  with the  Executive to pay the costs of such  coverage  normally
         paid  by  employees  of  the  Employers,   the  Executive's   continued
         participation  in all  group  insurance,  life  insurance,  health  and
         accident insurance and disability  insurance in which the Executive was
         participating  immediately  prior to the Date of Termination;  provided
         that any insurance  premiums payable by the Employers or any successors
         pursuant to this Section  5(d)(B) shall be payable at such times and in
         such  amounts  as if  the  Executive  was  still  an  employee  of  the
         Employers,  subject to any  increases  in such  amounts  imposed by the
         insurance  company  or  COBRA,  and the  amount of  insurance  premiums
         required  to be paid by the  Employers  in any  taxable  year shall not
         affect  the amount of  insurance  premiums  required  to be paid by the
         Employers in any other taxable year;  and provided  further that if the
         Executive's  participation  in any group insurance plan is barred,  the
         Employers  shall either arrange to provide the Executive with insurance
         benefits  substantially  similar  to  those  which  the  Executive  was
         entitled  to  receive  under  such  group  insurance  plan or,  if such
         coverage  cannot be obtained,  pay a lump sum cash  equivalency  amount
         within thirty (30) days following the Date of Termination  based on the
         annualized  rate of premiums being paid by the Employers as of the Date
         of Termination; and

                  (C) pay to the  Executive,  in a lump sum within  thirty  (30)
         days  following  the Date of  Termination,  a cash amount  equal to the
         projected cost to the Employers of providing  benefits to the Executive
         for a period  equal to the  lesser  of (i) the  remaining  term of this
         Agreement as of the Date of  Termination  before  giving  effect to the
         Notice  of  Termination  or (ii)  three  years  following  the  Date of
         Termination,  pursuant to any other employee benefit plans, programs or
         arrangements  offered  by the  Employers  in which  the  Executive  was
         entitled to  participate  immediately  prior to the Date of Termination
         (other

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         than retirement plans,  stock  compensation  plans or cash compensation
         plans of the Employers), with the projected cost to the Employers to be
         based on the costs incurred for the calendar year immediately preceding
         the year in which the Date of Termination occurs.

         (e) If the Executive's  employment by the Employers shall be terminated
concurrently  with or  subsequent  to a Change in Control and during the term of
this Agreement by (i) the Employers for other than Cause, Disability, Retirement
or the  Executive's  death  or (ii) the  Executive  for  Good  Reason,  then the
Employers shall, subject to the provisions of Section 6 hereof, if applicable:

                  (A) pay to the  Executive,  within thirty (30) days  following
         the Date of  Termination,  a lump sum cash  severance  amount  equal to
         three (3) times the sum of the Executive's Annual Compensation;

                  (B) maintain and provide for a period ending at the earlier of
         (i) the  expiration of the remaining  term of this  Agreement as of the
         Date of Termination  before giving effect to the Notice of Termination,
         (ii) three years following the Date of Termination or (iii) the date of
         the Executive's full time employment by another employer (provided that
         the  Executive  is  entitled  under  the  terms of such  employment  to
         benefits  substantially similar to those described in this subparagraph
         (B)),  with the  Executive to pay the costs of such  coverage  normally
         paid  by  employees  of  the  Employers,   the  Executive's   continued
         participation  in all  group  insurance,  life  insurance,  health  and
         accident insurance, and disability insurance in which the Executive was
         participating  immediately  prior to the Date of Termination;  provided
         that any insurance  premiums payable by the Employers or any successors
         pursuant to this Section  5(e)(B) shall be payable at such times and in
         such  amounts  as if  the  Executive  was  still  an  employee  of  the
         Employers,  subject to any  increases  in such  amounts  imposed by the
         insurance  company  or  COBRA,  and the  amount of  insurance  premiums
         required  to be paid by the  Employers  in any  taxable  year shall not
         affect  the amount of  insurance  premiums  required  to be paid by the
         Employers in any other taxable year;  and provided  further that if the
         Executive's  participation  in any group insurance plan is barred,  the
         Employers  shall either arrange to provide the Executive with insurance
         benefits  substantially  similar  to  those  which  the  Executive  was
         entitled  to  receive  under  such  group  insurance  plan or,  if such
         coverage  cannot be obtained,  pay a lump sum cash  equivalency  amount
         within thirty (30) days following the Date of Termination  based on the
         annualized  rate of premiums being paid by the Employers as of the Date
         of Termination; and

                  (C) pay to the  Executive,  in a lump sum within  thirty  (30)
         days  following  the Date of  Termination,  a cash amount  equal to the
         projected cost to the Employers of providing  benefits to the Executive
         for a period  equal to the  lesser  of (i) the  remaining  term of this
         Agreement as of the Date of  Termination  before  giving  effect to the
         Notice  of  Termination  or (ii)  three  years  following  the  Date of
         Termination,  pursuant to any other employee benefit plans, programs or
         arrangements  offered  by the  Employers  in which  the  Executive  was
         entitled to  participate  immediately  prior to the Date of Termination
         (other

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         than retirement plans,  stock  compensation  plans or cash compensation
         plans of the Employers), with the projected cost to the Employers to be
         based on the costs incurred for the calendar year immediately preceding
         the year in which the Date of Termination occurs.

         6. Limitation of Benefits under Certain Circumstances.  If the payments
and benefits  pursuant to Section 5 hereof,  either alone or together with other
payments  and  benefits  which the  Executive  has the right to receive from the
Employers,  would  constitute a "parachute  payment"  under  Section 280G of the
Code,  then the  payments  and  benefits  payable by the  Employers  pursuant to
Section 5 hereof shall be reduced by the minimum  amount  necessary to result in
no portion of the payments and benefits payable by the Employers under Section 5
being  non-deductible to the Employers  pursuant to Section 280G of the Code and
subject  to the  excise  tax  imposed  under  Section  4999 of the Code.  If the
payments  and  benefits  under  Section 5 are  required to be reduced,  the cash
severance  shall  be  reduced  first,  followed  by a  reduction  in the  fringe
benefits.  The determination of any reduction in the payments and benefits to be
made  pursuant to Section 5 shall be based upon the opinion of  independent  tax
counsel selected by the Employers and paid by the Employers.  Such counsel shall
promptly prepare the foregoing  opinion,  but in no event later than thirty (30)
days from the Date of  Termination,  and may use such  actuaries as such counsel
deems necessary or advisable for the purpose.  Nothing contained in this Section
6 shall result in a reduction of any payments or benefits to which the Executive
may be entitled upon  termination of employment  under any  circumstances  other
than as specified in this Section 6, or a reduction in the payments and benefits
specified in Section 5 below zero.

         7.  Withholding.  All  payments  required  to be made by the  Employers
hereunder to the Executive  shall be subject to the withholding of such amounts,
if any,  relating  to tax and other  payroll  deductions  as the  Employers  may
reasonably  determine  should be  withheld  pursuant  to any  applicable  law or
regulation.

         8. Confidentiality.

         (a)  The  Executive   recognizes  and  acknowledges   that  during  the
Executive's  term of employment  with the  Employers,  the Executive has had and
will have access to, has been and will be provided with and, in some cases,  has
prepared  or  will  prepare  certain   confidential  and  proprietary   business
information  and trade  secrets of the  Employers,  including but not limited to
business plans and  information,  all of which are of  substantial  value to the
Employers in their business.

         (b) The  Executive  understands  and agrees that if, during the term of
employment or at any time thereafter,  the Executive discloses to third parties,
uses for the  Executive's  own benefit or for the benefit of third  parties,  or
copies or makes notes of any of the aforementioned  confidential and proprietary
information  and trade  secrets  (except as may be required  by the  Executive's
duties  with the  Employers),  such  conduct  shall  constitute  a breach of the
confidence  and trust  bestowed  upon the  Executive by the  Employers,  and the
Executive  herein expressly  agrees that injunctive  relief,  in addition to any
other remedies provided by law or in equity,  shall be necessary and appropriate
in the event of such conduct by the Executive.

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         (c)  The  Executive  agrees  not to use or  cause  to be  used  for the
Executive's  own benefit or for the benefit of any third  parties or to disclose
to any third party in any manner,  directly or indirectly,  any information of a
confidential  or  proprietary  nature,  trade secrets or any other  knowledge or
information,  except  that  which is public  knowledge,  of or  relating  to the
business of the Employers at any time during or after the Executive's employment
with the Employers without the express prior written consent of the Employers.

         (d) The Executive  agrees to return to the  Employers  either before or
immediately  upon  the  termination  of  the  Executive's  employment  with  the
Employers  any  and  all  written  information,  materials  or  equipment  which
constitutes,  contains  or relates  in any way to  proprietary  or  confidential
information or trade secrets of the Employers,  as well as any other  documents,
equipment  and  materials of any kind relating in any way to the business of the
Employers  which are or may be in the  possession,  custody  or  control  of the
Executive which are or may be the property of the Employers whether confidential
or not,  including any and all copies thereof which may have been made by or for
the Executive.

         (e)  The  Executive  agrees  that,   during  the  Executive's  term  of
employment with the Employers and  thereafter,  and except as may be required in
the performance of the Executive's duties with the Employers, the Executive will
not utilize for the  Executive's own benefit or that of any third party and will
not use or  disclose  to any third  party the  Executive's  knowledge  of or any
information  concerning the internal  organization or business  structure of the
Employers or the work assignments or capabilities of any officer and/or employee
of the Employers without the express prior written consent of the Employers.

         9. Noncompetition Agreement. The Executive agrees that:

         (a) During the Executive's  term of employment with the Employers,  the
Executive  will  not  compete  in  any  way  with  the  Employers,  directly  or
indirectly,  and will not consult  with or have any  interest  in any  business,
firm,  person,  partnership,  corporation or other entity,  whether as employee,
officer,  director,  agent, security holder, creditor,  consultant or otherwise,
which competes with the Employers,  directly or indirectly, in any aspect of the
business of the Employers;  provided,  however, that this Section 9 shall not be
deemed to prevent the  Executive's  ownership of not more than 1% of the capital
stock of any publicly held entity.

         (b) The Executive  acknowledges  and agrees that such businesses  which
compete with the Employers include,  without limitation,  those businesses which
provide banking and lending services in the Commonwealth of Pennsylvania.

         (c) The Executive expressly agrees that (i) in the event of a violation
of these noncompetition provisions by the Executive, monetary damages alone will
be inadequate to compensate the  Employers,  (ii) the Employers will be entitled
to injunctive  relief  against the  Executive in addition to any other  remedies
provided by law or in equity and (iii) the noncompetition  obligations contained
herein shall be extended by the length of time during

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<PAGE>

which the Executive shall have been in breach thereof. Except as provided in the
preceding  sentence,  this Section 9 shall not apply  following a termination of
the Executive's employment.

         10. Severability. If any term, provision,  paragraph or section of this
Agreement shall be determined by a court of competent jurisdiction to be invalid
or  unenforceable  for any  reason,  such  determination  shall not  affect  the
remaining  terms,  provisions,  paragraphs or sections of this  Agreement  which
shall  continue  to be given  full  force and  effect.  If any term,  provision,
paragraph  or  section  of this  Agreement  shall  be  determined  by a court of
competent  jurisdiction to be  unenforceable  because of the duration thereof or
the geographical area included therein,  the parties hereby expressly agree that
the court making such determination  shall have the power to reduce the duration
and/or restrict the  geographical  areas of such term,  provision,  paragraph or
section  and/or to delete such  specific  words or phrases which the court shall
deem  necessary  to permit  enforcement  of such term,  provision,  paragraph or
section in restricted form. Should any court of competent  jurisdiction find any
term,   provision,   paragraph   or  section  of  this   Agreement   invalid  or
unenforceable,  or enforceable  only in restricted  form,  then any such finding
shall apply only to the  jurisdiction of such court and shall not serve to alter
or amend this Agreement in any other jurisdiction.

         11.  Assignability.  The Employers may assign this  Agreement and their
rights and obligations  hereunder in whole, but not in part, to any corporation,
bank or other entity with or into which the  Employers  may  hereafter  merge or
consolidate or to which the Employers may transfer all or  substantially  all of
their assets, if in any such case said  corporation,  bank or other entity shall
by  operation  of law or  expressly  in writing  assume all  obligations  of the
Employers  hereunder as fully as if it had been  originally made a party hereto,
but may not  otherwise  assign this  Agreement or their  rights and  obligations
hereunder. The Executive may not assign or transfer this Agreement or any rights
or obligations hereunder.

         12. Notice.  For the purposes of this Agreement,  notices and all other
communications  provided for in this Agreement  shall be in writing and shall be
deemed  to have been duly  given  when  delivered  or  mailed  by  certified  or
registered mail,  return receipt  requested,  postage prepaid,  addressed to the
respective addresses set forth below:

         To the Employers:          Chairman of the Board
                                    Harleysville Savings Financial Corporation
                                    Harleysville Savings Bank
                                    271 Main Street
                                    Harleysville, Pennsylvania 19438


         To the Executive:          Ronald B. Geib
                                    At the address last appearing on
                                    the personnel records of the Bank

         13. Amendment; Waiver. No provisions of this Agreement may be modified,
waived or discharged unless such waiver,  modification or discharge is agreed to
in  writing

                                       10
<PAGE>

signed by the  Executive  and such  officer or officers  as may be  specifically
designated  by the Boards of Directors of the Employers to sign on their behalf,
except as set  forth  below.  No  waiver by any party  hereto at any time of any
breach by any other  party  hereto of, or  compliance  with,  any  condition  or
provision of this  Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior  or  subsequent  time.  In  addition,  notwithstanding  anything  in  this
Agreement to the  contrary,  the  Employers may amend in good faith any terms of
this Agreement, including retroactively, in order to comply with Section 409A of
the Code.  In no event shall the  Employers  be liable for any taxes or interest
penalties incurred by the Executive under Section 409A of the Code.

         14.  Governing  Law. The  validity,  interpretation,  construction  and
performance of this Agreement shall be governed by the laws of the United States
where  applicable and otherwise by the substantive  laws of the  Commonwealth of
Pennsylvania.

         15. Nature of Obligations.  To the extent that the Executive acquires a
right to receive benefits from the Employers  hereunder,  such right shall be no
greater than the right of any unsecured general creditor of the Employers.

         16. Headings.  The section headings contained in this Agreement are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

         17. Changes in Statutes or Regulations.  If any statutory or regulatory
provision  referenced  herein is  subsequently  changed  or  re-numbered,  or is
replaced by a separate provision,  then the references in this Agreement to such
statutory  or  regulatory  provision  shall be deemed to be a reference  to such
section as amended, re-numbered or replaced.

         18.  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together will constitute one and the same instrument.

         19. Regulatory Prohibition. Notwithstanding any other provision of this
Agreement to the contrary,  any payments made to the Executive  pursuant to this
Agreement,  or otherwise,  are subject to and conditioned  upon their compliance
with Section 18(k) of the Federal Deposit  Insurance Act (12 U.S.C.  ss.1828(k))
and any regulations promulgated thereunder, including 12 C.F.R. Part 359.

         20. Entire  Agreement.  This  Agreement  embodies the entire  agreement
between the Employers and the  Executive  with respect to the matters  agreed to
herein.  All prior  agreements  between the  Employers  and the  Executive  with
respect to the matters agreed to herein are hereby  superseded and shall have no
force  or  effect,  including  but not  limited  to the  agreement  between  the
Executive and the Bank dated May 1, 1987 and the Prior Agreement.

                                       11
<PAGE>

         IN WITNESS  WHEREOF,  this  Agreement  has been executed as of the date
first written above.

Attest:                             HARLEYSVILLE SAVINGS FINANCIAL CORPORATION



By:     /s/ Adrian D. Gordon       By:     /s/ Mark R. Cummins
        ------------------------           -------------------
Name:   Adrian D. Gordon           Name:   Mark R. Cummins
Title:  Corporate Secretary        Title:  Chairman of the Compensation and
                                             Human Resources Committee



Attest:                             HARLEYSVILLE SAVINGS BANK



By:     /s/ Adrian D. Gordon       By:     /s/ Mark R. Cummins
        ------------------------           -------------------
Name:   Adrian D. Gordon           Name:   Mark R. Cummins
Title:  Corporate Secretary        Title:  Chairman of the Compensation and
                                             Human Resources Committee



Witness:                              EXECUTIVE



By:     /s/ Adrian D. Gordon         By:   /s/ Ronald B. Geib
        ------------------------           ------------------
Name:   Adrian D. Gordon                   Ronald B. Geib
Title:  Corporate Secretary                President and Chief Executive Officer


                                       12