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                                                                   EXHIBIT 10.5

                         Form of Split Dollar Agreement
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         AGREEMENT made as of the ____ day of _______ ______, between THE DIME
BANK, a business corporation formed under the laws of the State of Pennsylvania
having its principal place of business at 820-822 Church Street, Honesdale,
Pennsylvania 18431 (hereinafter called the "Corproation") and ____________ (
hereinafter called the "Employee").

         WHEREAS, the Employee owns policy No. ______ issued by The Guardian
Life Insurance Company in the original amount of __________ on his life,
(hereinafter referred to as the "Policy");

         WHEREAS, the services of the Employee as ________________ are vital to
its continued success; and

         WHEREAS, the recognition of this the Corporation wishes to enter into
a split dollar plan to provide continued insurance protection for the benefit
of the Employee and his dependents.

         NOW, THEREFORE, in consideration of the mutual covenants contained
herein the parties hereto for themselves their heirs, successors, and assigns
agree as follows:

         1.    The Corporation shall own an interest in the Policy equal to the
total of its premiums paid for the policy in accordance with paragraph 2B. The
Employee shall own all of the rest of the avails, rights and options of the
Policy. The Employee shall have the right to transfer his interest in the Policy
to any other party, however, said transferee shall be subject to and bound by
the terms of this Agreement.

         2.    The Corporation shall pay the premium.

         3.    Dividends on the Policy shall be applied to purchase paid-up
additions.

         4.    This agreement can be terminated at will by either of the parties
on 30 days notice.

         5.    This agreement will terminate automatically upon the death of the
Employee.
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         6.    In the event of the termination of this agreement for any reason,
the Corporation shall receive an amount from the cash value or death proceeds
of the Policy equal to its interest in the Policy. Upon receipt of said amount,
the Corporation's economic interest and any right or title it may have, shall
be transferred to the Employee or the Employee's successor in interest.

         7.    The Policy has a Waiver of Premium rider, and Employee shall pay
this portion of the premium. In the event that the Employee is disabled, all of
the benefits resulting from the waiver of premium rider shall be his or shall
belong to his transferee and the Corporation shall not benefit from this Waiver
of Premium.

         8.    Each of the parties will do all things necessary with respect to
the Policy in order to protect the rights of the parties and in order to carry
out the intent of this Agreement.

         9.    The executive committee of the Corporation's Board of Directors
shall be the "Named Fiduciary" under this plan. The Employee or his beneficiary
shall complete such claim forms as required by the policy. If a claim is denied,
the aggrieved party may request the Insurer review its decision under its
standard procedures.