EXHIBIT 20

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                           THISTLE GROUP HOLDINGS, CO.
                           DIVIDEND REINVESTMENT PLAN

         The Board of Directors of Thistle Group  Holdings,  Co. (the "Company")
has adopted the Thistle Group  Holdings,  Co.  Dividend  Reinvestment  Plan (the
"Plan") in  accordance  with which  shares of the  Company's  common  stock (the
"Common Stock") are available for purchase by the stockholders of the Company by
means  of  reinvestment  of cash  dividends  paid  on the  Common  Stock  and by
voluntary  contribution of additional  cash payments.  Purchases of Common Stock
under the Plan will be made in the open  market.  The Plan will remain in effect
until  amended,  altered or terminated by the Company.  Stockholders  who do not
participate in the Plan will continue to receive cash dividends, as declared, in
the usual  manner.  The Plan is set forth  below as a series  of  questions  and
answers.

PURPOSE AND ADVANTAGES

         1.       What is the purpose of the Plan?

         The  purpose  of the Plan is to  provide  participants  with a  simple,
convenient and economical  procedure for purchasing  additional shares of Common
Stock by using the cash  dividends  paid on  Common  Stock  currently  held by a
participant and additional voluntary cash contributions by such participant. The
Plan allows  participants  to have all cash dividends paid on their Common Stock
automatically reinvested in Common Stock.

         2. What are the advantages of the Plan?

         Participants  may  increase  their  holdings  of Common  Stock with the
reinvestment of cash dividends  received on previously owned Common Stock and by
payment of additional voluntary cash contributions without incurring any service
charges and without the payment of  brokerage  commissions  in  connection  with
stock purchases made under the Plan.  Regular statements of account provide each
participant  with a record  of each  transaction.  Participation  in the Plan is
entirely  voluntary.  You may join or terminate your  participation  at any time
prior to a particular  dividend  record date by making timely  written notice to
the Plan Administrator (see Question 3).

PLAN ADMINISTRATION

         3. Who administers the Plan for participants?

         Registrar and Transfer  Company,  Cranford,  New Jersey,  the Company's
stock  transfer  agent,   (hereinafter  referred  to  as  "Plan  Administrator")
administers the Plan for participants by maintaining records, sending statements
of account to  participants  and performing  other duties  relating to the Plan.
Shares of Common Stock  purchased  under the Plan are  registered in the name of
the  Plan  Administrator's  nominee  and are  credited  to the  accounts  of the
participants in the Plan. The Plan  Administrator  acts in the capacity as agent
for participants in the Plan. The Company may replace the Plan  Administrator at
any time within its sole discretion.



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PARTICIPATION

         4. Who is eligible to participate?

         All  holders  of record of a minimum  of one  hundred  (100)  shares of
Common  Stock are  eligible to  participate  in the Plan.  Beneficial  owners of
shares of Common Stock whose shares are registered in names other than their own
(for instance,  in the name of a broker or nominee) may become  stockholders  of
record by requesting  their broker or nominee to transfer such shares into their
own names. Alternatively, beneficial owners of Common Stock may request that the
broker or nominee enroll in the Plan on your behalf. The right to participate in
the Plan is not  transferable  to another  person  apart  from a  transfer  of a
Participant's  shares of Common Stock.  Stockholders who reside in jurisdictions
in which it is unlawful for a  stockholder  to  participate  in the Plan are not
eligible to participate in the Plan.

         5. How does an eligible stockholder participate?

         To  participate  in the Plan, a  stockholder  of record (or a broker or
nominee) must simply  complete an  Authorization  Form and return it to the Plan
Administrator.  An Authorization Form is enclosed herewith. Additional copies of
the Authorization  Form will be provided from time to time to the holders of the
Common  Stock,  and may be obtained at any time by written  request to Registrar
and Transfer Company, 10 Commerce Drive, Cranford, New Jersey 07016, Attn:
Dividend Reinvestment Department.

         6. When may an eligible stockholder join the Plan?

         A  stockholder  of record (or a broker or nominee)  owning a minimum of
one hundred  (100) shares of Common Stock may enroll in the Plan at any time. If
the  Authorization  Form is received by the Plan  Administrator on or before the
record date for a dividend payment,  and the participant  elects to reinvest the
dividends in shares of Common Stock,  such  reinvestment of dividends will begin
with that  dividend  payment.  Please note that the Plan does not  represent any
change in the  Company's  dividend  policy or a guarantee  of the payment of any
future dividends.

         7. What does the Authorization Form provide?

         The  Authorization  Form  directs  the  Company  to  pay  to  the  Plan
Administrator  for the account of the  participating  stockholder  of record all
cash dividends on the Common Stock  registered in the name of the participant as
reflected  in the records of the  Company's  stock  transfer  agent,  as well as
dividends paid on the Common Stock credited to the  participant's  account under
the  Plan.  It  also  appoints  the  Plan  Administrator  (or  such  other  plan
administrator  as the Company may from time to time  designate) as agent for the
participant  and  directs  such agent to apply all cash  dividends  towards  the
purchase of additional  shares of Common Stock in accordance  with the terms and
conditions  of  the  Plan.  Such  Authorization  Form  may  also  authorize  the
investment of additional cash  contributions for the purchase of Common Stock as
of the next Investment Date.

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         8. Is there a minimum level of dividend reinvestment under the Plan?

         No,  provided that the participant is the record owner of not less than
one hundred (100) shares of Common Stock as of the dividend record date, and the
dividends  associated with such Common Stock are used for reinvestment under the
Plan.

         9. May a  stockholder/participant  have dividends  reinvested under the
Plan  with  respect  to  less  than  all the  Common  Stock  registered  in that
stockholder/participant's name?

         Reinvestment  of dividends is required  for all  dividends  paid on all
Common Stock registered in the stockholder/participant's  name. Also, the Common
Stock held in a stockholder/participant's brokerage or trust account is eligible
for enrollment for dividend reinvestment.

OPTIONAL CASH PAYMENTS

         10. May a participant  elect to make additional cash payments under the
Plan?

         Yes. In addition to the reinvestment of dividends paid on Common Stock,
participants may make optional cash contributions of between $100 and $1,000 per
calendar  quarter for the purchase of  additional  shares of Common  Stock.  The
Company will not approve  investment of optional cash contributions in excess of
the stated limit.  Participants  wishing to make optional cash contributions may
forward  such funds to the Plan  Administrator  no earlier than 30 days prior to
the next dividend  payment date and no later than 5 days preceding such dividend
payment date. No interest  earnings will be paid on such funds.  Funds submitted
prior to 30 days  before  the  next  dividend  payment  date  will be  returned.
OPTIONAL  CASH  CONTRIBUTIONS  DO NOT  CONSTITUTE  DEPOSITS OR SAVINGS  ACCOUNTS
ISSUED BY A SAVINGS  INSTITUTION  AND ARE NOT  INSURED  BY THE  FEDERAL  DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

         Upon written request  addressed to the Plan  Administrator  received at
least 5 business days prior to the next dividend payment date, any optional cash
contributions  received which have not yet been invested in Common Stock will be
reimbursed to the participant.

STOCK PURCHASES UNDER THE PLAN

         11. When will the Plan purchase Common Stock?

         Stock  purchases  under  the Plan  will be made  during  each  calendar
quarter  on each  "Investment  Date,"  which  will  be the  first  business  day
following  a  dividend  payment  date  or as  soon  as  practicable  thereafter.
Purchases  of  Common  Stock  will  be  made  at  the   direction  of  the  Plan
Administrator  or its selected  broker/dealer.  Such  purchases  will be made in
accordance with applicable federal securities laws and regulations.  No interest
earnings will be paid by the Plan

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Administrator on dividend payments or optional cash contributions  pending their
investment in Common Stock.

         In the event  applicable law or the closing of the  securities  markets
requires temporary  curtailment or suspension of open market purchases of Common
Stock,  the Plan  Administrator is not accountable for its inability to purchase
Common  Stock at such  time.  If shares of Common  Stock are not  available  for
purchase for a period longer than 30 days from the applicable  dividend  payment
date, the Plan  Administrator  will promptly mail to each participant a check in
the amount of any unapplied funds in the participant's account.

         12. How many shares of Common Stock will be purchased for participants?

         The number of shares of Common  Stock that will be  purchased  for each
participant  on any  dividend  payment  date will  depend  on the  amount of the
participant's cash dividend for reinvestment,  any additional cash contributions
received,   and  the  purchase  price  of  the  shares  of  Common  Stock.  Each
participant's  account  will be credited  with that number of shares  (including
fractional shares computed to three decimal places) equal to the total amount to
be invested,  divided by the applicable purchase price (computed to four decimal
places).

         13. What will be the price of shares of Common  Stock  purchased  under
the Plan?

         In  making  purchases  of  Common  Stock  for a  participant's  account
associated with each Investment Date, the Plan  Administrator will commingle the
participant's  funds with those of other  participants under the Plan. The price
of  shares  of  Common  Stock  purchased  for  participants  under the Plan with
reinvested  dividends  on their Common  Stock for each  Investment  Date will be
equal to the average  price of all shares of the Common  Stock  purchased on the
Investment  Date by the Plan  Administrator  on  behalf  of the  Plan.  The Plan
Administrator  shall have no responsibility  with respect to the market value of
the Common Stock acquired under the Plan for participant's accounts. The Company
will  bear all  costs of  administering  the Plan,  except  as  described  under
Question 15 below.

         14.  How are  dividends  on Common  Stock  purchased  through  the Plan
applied?

         The purpose of the Plan is to provide the participant with a convenient
method of purchasing  Common Stock and to have the dividends on the Common Stock
reinvested. Accordingly, dividends paid on Common Stock held in the Plan will be
automatically  reinvested in additional  shares of Common Stock unless and until
the participant elects in writing to terminate participation in the Plan.


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COSTS TO PARTICIPANTS

         15. Are there any expenses to participants in connection with purchases
under the Plan?

         No.  Participants  will make  purchases  of Common Stock under the Plan
without the payment of brokerage  commissions  and the Company will pay all fees
in connection  with  purchases of Common Stock under the Plan,  except for costs
associated  with the actual  purchase price of the Common Stock purchased on the
Investment Date. There are no service charges to participants in connection with
purchases of Common  Stock under the Plan.  All costs of  administration  of the
Plan  are paid by the  Company.  However,  if a  participant  requests  the Plan
Administrator  to sell his or her  shares in the event of his or her  withdrawal
from  the  Plan  (rather  than  you  receiving  stock   certificates  upon  such
withdrawal),  the  participant  will  pay the  applicable  brokerage  commission
associated  with the sale of such Common Stock,  any required  transfer tax, and
applicable service charges.

REPORTS TO PARTICIPANTS

         16. How will participants be advised of their purchases of stock?

         As soon as practicable after each stock purchase, each participant will
receive a statement of account from the Plan Administrator. These statements are
the  participant's  continuing  record of the purchase price of the Common Stock
acquired  and the  number of shares  acquired,  and should be  retained  by each
participant for tax purposes. Participants will also receive, from time to time,
communications sent to all record holders of the Common Stock.

DIVIDENDS

         17. Will  participants  be credited with dividends on Common Stock held
in their account under the Plan?

         Yes. The participant's  account will be credited with dividends paid on
full shares of Common Stock and  fractional  shares of Common Stock  credited to
the participant's  account.  The Plan Administrator will automatically  reinvest
the cash  dividends  received  for the purchase of  additional  shares of Common
Stock.

STOCK CERTIFICATES

         18.  Will  stock  certificates  be issued  for  shares of Common  Stock
purchased?

         The Plan Administrator  will hold all stock  certificates  representing
the Common Stock purchased under the Plan in the name of its nominee.  Normally,
certificates  for Common  Stock  purchased  under the Plan will not be issued to
participants.  The number of shares of Common Stock credited to an account under
the Plan will be shown on the participant's statement of account.

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         The  Participant  may  receive  stock  certificates  for full shares of
Common  Stock  accumulated  in his or her  account  under the Plan by  sending a
written request to the Plan  Administrator.  Participants  may request  periodic
issuance  of stock  certificates  for all full  shares of Common  Stock in their
account. When stock certificates are issued to the participant, future dividends
on such shares of Common Stock will be reinvested in additional shares of Common
Stock. Any undistributed shares of Common Stock will continue to be reflected in
the participant's account. No stock certificates  representing fractional shares
will be issued.

         A participant's  rights under the Plan and Common Stock credited to the
account of the participant under the Plan may not be pledged.  A participant who
wishes to pledge such Common Stock must request that stock certificates for such
Common Stock be issued in his or her name.

         Accounts  under the Plan are maintained in the names in which the stock
certificates of participants  were registered at the time they entered the Plan.
Additional stock certificates for whole shares of Common Stock will be similarly
registered when issued.

WITHDRAWAL FROM THE PLAN

         19. How does a participant withdraw from the Plan?

         A  participant  may  withdraw  from the Plan at any time by  sending  a
written withdrawal notice to the Plan Administrator and including payment of the
$10 termination  fee.  Notice  received after a particular  dividend record date
will be effective  following the payment date of such dividend.  (See Question 5
for the full name and  address of the Plan  Administrator).  When a  participant
withdraws from the Plan, or upon  termination of the Plan by the Company,  stock
certificates  for whole  shares of Common  Stock  credited to the  participant's
account under the Plan will be issued and a cash payment will be made in lieu of
any fraction of a share of Common Stock (see Question 20).

         Upon  withdrawal  from the Plan, the  participant may also request that
all of the  Common  Stock  credited  to his or her  account  be sold by the Plan
Administrator.  If such sale is requested,  the Plan  Administrator will place a
sale order,  as promptly as  possible  after the  processing  of the request for
withdrawal,  for the account of the participant  through an agent  designated by
the Plan  Administrator at the prevailing market price at the time of such sale.
The  participant  will  receive  from the  Plan  Administrator  a check  for the
proceeds of the sale less any applicable  brokerage  commission and any transfer
tax.

         20.  What  happens  to a  fraction  of a share of Common  Stock  when a
participant withdraws from the Plan?

         When  a  participant   withdraws  from  the  Plan,  a  cash  adjustment
representing  the value of any fraction of a share of Common Stock then credited
to the  participant's  account will be mailed directly to the  participant.  The
cash adjustment will be based on the closing price of the Common

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Stock  on  the  effective  date  of  the  withdrawal.  In  no  case  will  stock
certificates representing a fractional share of Common Stock interest be issued.

OTHER INFORMATION

         21. What happens when a participant's  record ownership of Common Stock
is less than one hundred (100) shares as of a dividend record date?

         If a participant disposes of Common Stock registered in his or her name
(including  shares  credited to his or her  account  under the Plan) so that the
total  number of shares of Common Stock held in the name of the  participant  is
less than one hundred (100) shares of Common Stock, the Plan  Administrator will
discontinue  the  reinvestment of cash dividends on the Common Stock credited to
the  participant's  account under the Plan and the investment of additional cash
contributions  until  such  participant's   record  ownership  of  Common  Stock
increases to at least one hundred (100) shares in the aggregate.  All applicable
dividends  will be paid in the  form of  cash  until  such  participant's  stock
ownership  increases  to at least one  hundred  (100)  shares.  If  following  a
disposition of stock, a participant's  aggregate  record ownership of the Common
Stock  contains less than one hundred (100) shares of Common Stock,  then at the
Company's  election,  a cash payment will be made for any fractional shares, any
uninvested cash balance in the account will be paid to the participant,  and the
account will be terminated.

         22. What  happens if the Company  issues a stock  dividend,  declares a
stock split or makes a rights offering?

         Any shares of Common Stock representing stock dividends or stock splits
distributed  by the  Company  on  Common  Stock  credited  to the  account  of a
participant  under the Plan will be added to the participant's  account.  Common
Stock  representing  stock dividends or split shares distributed on Common Stock
registered  in the  name of the  participant  will be  mailed  directly  to such
participant in the same manner as to stockholders  who are not  participating in
the Plan.

         In  the  event  the  Company  makes  a  rights  offering  of any of its
securities to holders of Common Stock, participants in the Plan will be notified
by the Company in advance of the  commencement  of the  offering.  A participant
should instruct the Plan  Administrator  to transfer full shares of Common Stock
held by the Plan into the name of such participant  prior to the record date for
such  offering  the  participant  wishes to  exercise  such  rights.  If no such
instructions are received by the Plan  Administrator  prior to such record date,
then such rights shall  terminate with respect to both the  participant  and the
Plan Administrator.

         23. How will a participant's shares of Common Stock held under the Plan
be voted?

         Common Stock  credited to the account of a  participant  under the Plan
will be automatically added to the Common Stock covered by the proxy sent to the
stockholder  with  respect to his or her other  Common Stock and may be voted by
such holder  pursuant to such proxy.  The Plan  Administrator  will  forward any
proxy solicitation materials relating to the Common  Stock  held  by 

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the Plan to the  participating  stockholder.  Where no instructions are received
from a participant  with respect to a participant's  Common Stock held under the
Plan, or otherwise,  such Common Stock shall not be voted unless the participant
votes such Common Stock in person.

         24. What are the income tax consequences of participation in the Plan?

         In general,  a  participant  in the Plan has the same federal and state
income tax obligations with respect to dividends  credited to his or her account
under the Plan as other  holders  of Common  Stock  who  elect to  receive  cash
dividends  directly.  A participant is treated for income tax purposes as having
received,  on the  dividend  payment  date, a dividend in an amount equal to the
fair market value of the Common Stock  credited to his or her account  under the
Plan,  even though that amount was not actually  received by the  participant in
cash, but, instead,  was applied to the purchase of additional shares for his or
her account. In addition,  any brokerage commissions and service charges paid by
the Company on behalf of the participant is deemed to constitute dividend income
by the Internal Revenue Service ("IRS").  Such amounts, if any, will be included
on any  annual  information  return  filed with the IRS, a copy of which will be
sent to the participant.

         The tax basis of each share of Common Stock credited to a participant's
account  pursuant to the  dividend  reinvestment  aspect of the Plan is the fair
market  value of the Common  Stock on the  Investment  Date (plus any  brokerage
commissions   and  service  charges  paid  by  the  Company  on  behalf  of  the
participant).  The  holding  period  for such  Common  Stock  begins  on the day
following the Investment Date.

         The receipt by a participant of stock  certificates  representing whole
shares of Common Stock previously  credited to his or her account under the Plan
upon withdrawal from the Plan or pursuant to the request of the participant will
not result in the recognition of taxable income.  A participant will recognize a
gain or loss when shares of Common  Stock are sold on behalf of the  participant
upon withdrawal  from the Plan or when the participant  sells Common Stock after
the participant's withdrawal from the Plan.

         All  participants are advised to consult with their own tax advisors to
determine  the  particular  tax   consequences   which  may  result  from  their
participation  in the Plan and their  subsequent  sale of Common Stock purchased
pursuant to the Plan.

         25. What are the responsibilities of the Company under the Plan?

         The Company and the Plan  Administrator in administering  the Plan will
not be liable for any act done in good faith or for the good faith  omission  to
act,  including,  without  limitation,  any claim of  liability  arising  out of
failure to terminate a participant's  account upon such  participant's  death or
judicially  declared  incompetency or with respect to the prices at which shares
of Common Stock are purchased for the participant's  account, and the times when
such  purchases are made,  with respect to any loss or fluctuation in the market
value after  purchase of shares,  or with  respect to any sales of Common  Stock
made under the Plan on behalf of the participant.



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         The Company shall  interpret  the Plan;  all such  interpretations  and
determinations made by the Company shall be conclusive. The terms and conditions
of the Plan, the Authorization  Form, the Plan's operation,  and a participant's
account will be governed by the laws of the Commonwealth of Pennsylvania and the
Rules and  Regulations of the Securities and Exchange  Commission.  The terms of
the Plan and the Authorization Form cannot be changed by oral agreement.

         26.  Who bears  the risk of market  price  fluctuations  in the  Common
Stock?

         The participant bears the risk of loss and realizes the benefits of any
gain from market price  changes with respect to all the Common Stock held in the
Plan, or otherwise.  A  participant's  investment in Common Stock acquired under
the Plan is no different from direct investment in the Common Stock. Neither the
Company nor the Plan Administrator makes any representations with respect to the
future  value of the Common  Stock  purchased  under the Plan.  The  participant
should recognize that the Company,  the Plan  Administrator  and related parties
cannot  assure  the   participant  of  realizing  any  profits  or  protect  the
participant against a loss related to investment in the Common Stock. THE COMMON
STOCK PURCHASED IN ACCORDANCE WITH THE PLAN DOES NOT CONSTITUTE SAVINGS ACCOUNTS
OR DEPOSITS  ISSUED BY A SAVINGS  INSTITUTION OR BANK AND ARE NOT INSURED BY THE
FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

         27. May the Plan be changed or discontinued?

         The Plan may be amended, suspended, modified, or terminated at any time
by  the  Board  of  Directors  of  the  Company  without  the  approval  of  the
participants. Notice of any such suspension or termination or material amendment
or modification  will be sent to all  participants,  who shall at all times have
the right to withdraw from the Plan.

         The   Company   or   the   Plan    Administrator    may   terminate   a
stockholder/participant's  individual  participation  in the Plan at any time by
written  notice  to  the  stockholder/participant.   In  such  event,  the  Plan
Administrator  will request  instructions from the  stockholder/participant  for
disposition of the Common Stock in the account.  If the Plan  Administrator does
not receive  instructions  from the participant,  it will send the participant a
stock  certificate  for the number of full  shares of Common  Stock held for the
participant  under the Plan and a check for the value of any fractional share of
Common Stock in such participant's account.



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TO:  REGISTRAR  AND  TRANSFER  COMPANY   AUTHORIZATION  FOR  AUTOMATIC  DIVIDEND
     REINVESTMENT FOR SHAREHOLDERS OF THISTLE GROUP HOLDINGS, CO.

         |_| I hereby authorize Thistle Group Holdings,  Co. to pay to Registrar
and Transfer  Company,  as my agent for my account all cash  dividends due me on
common stock of Thistle Group Holdings,  Co. ("Common Stock") for which I am the
holder of record, as set forth on this card. I want to reinvest dividends on all
Common Stock registered in my name for the purchase of full or fractional shares
of Common Stock in accordance with the terms of the Thistle Group Holdings,  Co.
Dividend Reinvestment Plan ("Plan").

         |_| I further  authorize the  investment of  $________________  for the
purchase of  additional  shares of Common Stock as of the next  Investment  Date
(minimum of $100.00,  maximum of $1,000.00 per quarter),  in accordance with the
Plan. Please make checks payable to: Registrar and Transfer  Company.  Please do
not transmit  funds earlier than 30 days before the next  dividend  payment date
(but not later than 5 days prior to such date).

         I understand  that the purchase of Common Stock will be made subject to
the  terms  and   conditions  of  the  Plan,  and  that  I  may  terminate  this
authorization at any time by notifying Registrar and Transfer Company.

         This  authorization  form, when signed,  should be mailed to: Registrar
and Transfer Company,  Attention:  Dividend Reinvestment Department, 10 Commerce
Drive,  Cranford,  New Jersey 07016. An addressed  envelope is provided for that
purpose.


NOTE:  THIS IS NOT A PROXY
               ---

-------------------------------------
                  Shareholder

Please sign exactly as name(s)  appears on this card.  If shares of Common Stock
are held jointly, each stockholder must sign.



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                     Date