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                       UNIVEST CORPORATION OF PENNSYLVANIA
                          SUPPLEMENTAL RETIREMENT PLAN

                                  EXHIBIT 10.3

      THIS PLAN, hereby adopted this 28th day of September, 1994, by UNIVEST
CORPORATION OF PENNSYLVANIA (herein referred to as the "Employer").

                                   WITNESSETH:

      WHEREAS, the Employer desires to provide supplemental retirement benefits
to those of its employees: (i) whose benefit under the Univest Corporation of
Pennsylvania Retirement Plan was in fact affected by the changes made to
Internal Revenue Code Section 401(a) (17) as enacted in the Omnibus Budget
Reconciliation Act of 1993; and (ii) who are participants in the Univest
Corporation of Pennsylvania Retirement Plan; and

      WHEREAS, it is the intention of the Employer to provide such supplemental
retirement benefits in accordance with the terms and conditions set forth
herein.

      NOW, THEREFORE, the Employer hereby adopts the within Univest Corporation
of Pennsylvania Supplemental Retirement Plan, effective the day and year first
above written.

                                    ARTICLE I

                                  DEFINITIONS

      The following words and phrases used in this Plan shall have the meaning
set forth below unless a different meaning is clearly required by context:

      "Act" means the Employee Retirement Income Security Act of 1974, as it may
be amended from time to time.

      "Board" means the Board of Directors of Univest Corporation of
Pennsylvania.

      "Eligible Employee" means any Employee: (i) whose benefit under the
Qualified Plan was in fact affected by the changes made to Internal Revenue Code
Section 401(a) (17) as enacted in the Omnibus Budget Reconciliation Act of 1993;
(ii) is a participant in the Qualified Plan with at least five (5) Years of
Service as defined therein; and (iii) whose date of hire with Employer precedes
January 1, 1994.

      "Employee" means any person who is employed by the Employer.
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      "Employer" means Univest Corporation of Pennsylvania, or to the extent
provided in Section 6.13 below, any successor corporation or entity resulting
from a merger or consolidation into or with the Employer or a transfer or sale
of substantially all of the assets of the Employer.

      "Participant" means any Eligible Employee.

      "Plan" means the Univest Corporation of Pennsylvania Supplemental
Retirement Plan as set forth in this instrument, including all amendments
thereto.

      "Qualified Plan" means the Univest Corporation of Pennsylvania Retirement
Plan, as amended from time to time, and each successor or replacement thereof.

      "Qualified Plan Retirement Benefit" means the monthly benefit payable to
the Participant under the Qualified Plan (not including any amount payable as
the result of being a Participant in the Pennview Savings Association Amended
and Restated Split Funded Defined Benefit Pension Plan) by reason of his
termination of employment with the Employer and all affiliates for any reason
other than death.

      "Qualified Plan Surviving Spouse Benefit" means the "minimum spouse's
death benefit" as set forth in Section 5.4 of the Qualified Plan.

      "Surviving Spouse" means the spouse of a Participant as determined under
the Qualified Plan.

                                   ARTICLE II

                                 ADMINISTRATION

      2.1 Designation of Administrator The Employer shall function as the
Administrator.

      2.2 Powers and Duties of the Administrator

            The primary responsibility of the Administrator is to administer the
Plan for the exclusive benefit of the Participants, subject to the specific
terms of the Plan. The Administrator shall administer the Plan in accordance
with its terms and shall have the power and discretion to construe the terms of
the Plan and to determine all questions arising in connection with the
administration, interpretation, and application of the Plan. Any such
determination by the Administrator shall be conclusive and binding upon all
persons. The Administrator may establish procedures, correct any defect, supply
any information, or reconcile any inconsistency in such manner and to such
extent as shall be deemed necessary or advisable to carry out the purpose of the
Plan; provided, however, that any procedure,


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discretionary act, interpretation or construction shall be done in a
nondiscriminatory manner based upon uniform principles consistently applied.

      The Administrator shall be charged with the duties of the general
administration of the Plan, including, but not limited to, the following:

            (a) the discretion to determine all questions relating to the
eligibility of Employees to participate or remain a Participant hereunder and to
receive benefits under the Plan;

            (b) to compute and certify the amount and the kind of benefits to
which any Participant shall be entitled hereunder;

            (c) to maintain all necessary records for the administration of the
Plan;

            (d) to interpret the provisions of the Plan and to make and publish
such rules for regulation of the Plan as are consistent with the terms hereof;
and

            (e) to assist any Participant regarding his rights, benefits, or
elections available under the Plan.

      2.3 Records and Reports

            The Administrator shall keep a record of all actions taken and shall
keep all other books of account, records, and other data which may be necessary
for proper administration of the Plan and shall be responsible for supplying all
information and reports to the Internal Revenue Service, Department of Labor,
Participants and others as required by law.

      2.4 Appointment of Advisors

            The Administrator may appoint counsel, specialists, advisers, and
other persons as the Administrator deems necessary or desirable in connection
with the administration of this Plan.

      2.5 Payment of Expenses

            All expenses of administration shall be paid by the Employer. Such
expenses shall include any expenses incident to the functioning of the
Administrator, including, but not limited to, fees of accountants, counsel, and
other specialists and their agents, and other costs of administering the Plan.

      2.6 Claims Procedure

            Claims for benefits under the Plan may be filed in writing with the
Administrator. Written notice of the disposition of a claim shall be furnished
to the claimant within 90 days after the application

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 is filed. In the event the claim is denied, the reasons for the denial shall be
 specifically set forth in the notice in language calculated to be understood by
 the claimant, pertinent provisions of the Plan shall be cited, and where
 appropriate, an explanation as to how the claimant can perfect the claim will
 be provided. In addition, the claimant shall be furnished with an explanation
 of the Plan's claims review procedure.

      2.7 Claims Review Procedure

            Any Participant or Surviving Spouse, who has been denied a benefit
by a decision of the Administrator shall be entitled to request the
Administrator to give further consideration to his claim by filing with the
Administrator (on a form which may be obtained from the Administrator) a request
for a hearing. Such request, together with a written statement of the reasons
why the claimant believes his claim should be allowed, shall be filed with the
Administrator no later than sixty (60) days after receipt of the written
notification provided for in Section 2.6. The Administrator shall then conduct a
hearing within the next sixty (60) days, at which the claimant may be
represented by an attorney or any other representative of his choosing and at
which the claimant shall have an opportunity to submit written and oral evidence
and arguments in support of his claim. At the hearing (or prior thereto upon
five (5) business days written notice to the Administrator, the claimant or his
representative shall have an opportunity to review all documents in the
possession of the Administrator which are pertinent to the claim at issue and
its disallowance. Either the claimant or the Administrator may cause a court
reporter to attend the hearing and record the proceedings. In such event, a
complete written transcript of the proceedings shall be furnished to both
parties by the court reporter. The full expense of any such court reporter and
such transcripts shall be borne by the party causing the court reporter to
attend the hearing. A final decision as to the allowance of the claim shall be
made by the Administrator within sixty (60) days of receipt of the appeal
(unless there has been an extension of sixty (60) days due to special
circumstances, provided the delay and the special circumstances occasioning it
are communicated to the claimant within the sixty (60) day period). Such
communication shall be written in a manner calculated to be understood by the
claimant and shall include specific reasons for the decision and specific
references to the pertinent Plan provisions on which the decision is based.

                                   ARTICLE III

                                  ELIGIBILITY

      3.1 Designation of Eligibility

            Each Employee shall become eligible to become a Participant in this
Plan upon becoming an Eligible Employee, provided that the


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Employee is employed on that date. No other Employee of the Employer shall have
any right to participate in this Plan.

      3.2 Effective Date of Participation

            The Eligible Employee has become a Participant effective as of the
date the Employee attains the status of an Eligible Employee. The Employer shall
notify the Employee in writing that the Eligible Employee has become a
Participant in this Plan.

      3.3 Termination of Eligibility

            Once an Eligible Employee becomes a Participant, he shall remain a
Participant until his termination of employment with the employer and thereafter
until all benefits to which he or his Surviving Spouse is entitled under the
Plan have been paid; provided, however, that if a Participant ceases to be a
participant in the Qualified Plan prior to the first to occur of his Retirement
Date and the date of his termination of employment with the Employer, he shall
cease to be a Participant on the date he ceases to be a Participant in the
Qualified Plan.

                               ARTICLE IV BENEFITS

      4.1 Supplemental Retirement Plan Benefit

            The Supplemental Retirement Plan Benefit payable to a Participant
shall be a monthly amount equal to the difference between (i) the monthly amount
of the Qualified Plan Retirement Benefit to which the Participant would have
been entitled under the Qualified Plan if such Qualified Plan Retirement Benefit
were computed subject to Code Section 401 (a)(17) as in effect prior to the
effective date of the changes made to Section 401(a)(17) as enacted in the
Omnibus Budget Reconciliation Act of 1993; LESS (ii) the monthly amount of the
Qualified Plan Retirement Benefit actually payable to the Participant. The
amounts described in (i) and (ii) shall be computed as of the date of
termination of employment of the Participant with the Employer.

      4.2 Form of Supplemental Retirement Plan Benefit

            The Supplemental Retirement Benefit payable to a Participant shall
be paid in the same form under which the Qualified Plan Retirement Benefit is
payable to the Participant. The Participant's election under the Qualified Plan
of any optional form of payment of his Qualified Plan Retirement Benefit (with
the consent of his Surviving Spouse where required under the Qualified Plan)
shall also be applicable to the payment of his Supplemental Retirement Benefit.


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      4.3 Commencement of Supplemental Retirement Plan Benefit

            Payment of the Supplemental Retirement Plan Benefit to a Participant
shall commence on the same date as payment of a Qualified Plan Retirement
Benefit to the Participant commences. Any election under the Qualified Plan made
by the Participant with respect to the commencement of payment of his Qualified
Plan Retirement Plan shall also be applicable with respect to the commencement
of payment of his Supplemental Retirement Plan Benefit. The payment of the
Supplemental Retirement Plan Benefit shall terminate on the same date on which
the Qualified Plan Retirement Benefit is no longer payable under the Qualified
Plan.

      4.4 Supplemental Surviving Spouse Benefit

            If a Participant dies prior to commencement of payment of his
Qualified Plan Retirement Benefit under circumstances in which a Qualified Plan
Surviving Spouse Benefit is payable to a Surviving Spouse, then a Supplemental
Surviving Spouse Benefit is payable to his Surviving Spouse as hereinafter
provided. The monthly amount of the Supplemental Surviving Spouse Benefit
payable to a Surviving Spouse shall be equal to the difference between (i) the
monthly amount of the Qualified Plan Surviving Spouse Benefit to which the
surviving spouse would have been entitled under the Qualified Plan if such
Qualified Plan Surviving Spouse benefit were computed subject to Code Section
401 (a) (17) as in effect prior to the effective date of the changes made to
Section 401(a)(17) as enacted in the Omnibus Budget Reconciliation Act of 1993;
LESS the monthly amount of the Qualified Plan Surviving Spouse Benefit actually
payable to the Surviving Spouse under the Qualified Plan.

      4.5 Form and Commencement of Supplemental Surviving Spouse Benefit

            A Supplemental Surviving Spouse Benefit shall be payable over the
lifetime of the Surviving Spouse only in monthly installments commencing on the
date for commencement of payment of the Qualified Plan Surviving Spouse Benefit
to the Surviving Spouse and terminating on the date of the date of last payment
of the Qualified Plan Surviving Spouse Benefit made before the Surviving
Spouse's death.

                                    ARTICLE V

                         PLAN AMENDMENT AND TERMINATION

      5.1 Amendment and Termination

            The Board shall have the right at any time to amend or terminate the
Plan. Any such amendment or termination shall be made pursuant to a resolution
of the Board and shall be effective as of the date set forth in such
resolution.'


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      5.2 Effect of Amendment or Termination

            No amendment or termination of the Plan shall directly or indirectly
deprive any current or former Participant or Surviving Spouse of all or any
portion of any Supplemental Retirement Benefit or Supplemental Surviving Spouse
Benefit payment of which has commenced prior to the effective date of such
amendment or termination or which would be payable if the Participant terminated
employment for any reason, including death, on such effective date.

                                   ARTICLE VI

                                 MISCELLANEOUS

      6.1 Funding

            The Plan at all times shall be entirely unfunded and no provision
shall at any time be made with respect to segregating any assets of the Employer
for the payment of any benefits hereunder. No Participant, Surviving Spouse or
any other person shall have any interest in any particular assets of the
Employer by reason of the right to receive a benefit under the Plan and any such
Participant, Surviving Spouse or other person shall have only the rights of a
general unsecured creditor of the Employer with respect to any rights under the
Plan.

      6.2 General Conditions

            Except as otherwise expressly provided herein, all terms and
conditions of the Qualified Plan applicable to a Qualified Plan Retirement
Benefit or a Qualified Plan Surviving Spouse Benefit shall also be applicable to
a Supplemental Retirement Benefit or Supplemental Surviving Spouse Benefit
payable hereunder. Any Qualified Plan Retirement Plan or Qualified Plan
Surviving Spouse Benefit, or any other benefit payable under the Qualified Plan,
shall be paid solely in accordance with the terms and conditions of the
Qualified Plan and nothing in this Plan shall operate or be construed in any way
to modify, amend or affect the terms and provisions of the Qualified Plan.

      6.3 No Guarantee of Benefits

            Nothing contained in the Plan shall constitute a guarantee by the
Employer or any other entity or person that the assets of the Employer will be
sufficient to pay any benefit hereunder.

      6.4 Participant's Rights

            This Plan shall not be deemed to constitute a contract between the
Employer and any Participant or to be a consideration or an inducement for the
employment of any Participant or Employee. Nothing contained in this Plan shall
be deemed to give any Participant or Employee the right to be retained in the
service of the Employer or


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to interfere with the right of the Employer to discharge any Participant or
Employee at any time regardless of the effect which such discharge shall have
upon him as a Participant of this Plan.

       6.5  Alienation

            No benefit which shall be payable under this Plan to any person
(including a Participant or his Surviving Spouse) shall be subject in any manner
to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or
charge, and any attempt to anticipate, alienate, sell, transfer, assign, pledge,
encumber, or charge the same shall be void; and no such benefit shall in any
manner be liable for, or subject to, the debts, contracts, liabilities,
engagements, or torts of any such person, nor shall it be subject to attachment
or legal process for or against such person, and the same shall not be
recognized by the Employer, except to such extent as may be required by law.

      6.6 Benefits Not Considered Salary

            Any benefit which may be payable under this Plan shall not be deemed
to be salary or other compensation to the Participant but shall be deemed to be
a pension benefit. No benefit payable under this Plan shall be utilized for the
purpose of computing benefits which the Employee may be entitled to under any
pension plan or other arrangement of the Employer for the benefit of its
employees.

      6.7 Construction of Plan

            This Plan shall be construed and enforced according to the Act and
the laws of the Commonwealth of Pennsylvania, other than its laws respecting
choice of law, to the extent not pre-empted by the Act.

      6.8 Gender and Number

            Whenever any words are used herein in the masculine, feminine or
neuter gender, they shall be construed as though they were also used in another
gender in all cases where they would so apply, and whenever any words are used
herein in the singular or plural form, they shall be construed as though they
were also used in the other form in all cases where they would so apply.

      6.9 Receipt and Release for Payments

            Any payment to any Participant or Surviving. Spouse in accordance
with the provisions of the Plan, shall, to the extent thereof, be in full
satisfaction of all claims hereunder against the Employer who may require such
Participant or Surviving Spouse, as a condition precedent to such payment, to
execute a receipt and release thereof in such form as shall be determined by the
Employer.


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      6.10 Benefits

            If the actual value of any Supplemental Retirement Benefit or
Supplemental Surviving Spouse Benefit is less than $3,500, the Employer may pay
the actual value of such Benefit to the Participant or Surviving Spouse in a
single lump sum in lieu of any further benefit payments hereunder.

      6.11 Incapacity of Recipient

            If any person entitled to a benefit payment under the Plan is deemed
by the Employer to be incapable of personally receiving and giving a valid
receipt for such payment, then, unless and until claim therefor shall have been
made by a duly appointed guardian or other legal representative of such person,
the Employer may provide for such payment or any part thereof to be made to any
other person or institution then contributing toward or providing for the care
or maintenance of such person. Any such payment shall be a payment for the
account of such person and a complete discharge of any liability of the Employer
and the Plan therefor.

      6.12 Limitations on Liability

            Notwithstanding any of the preceding provisions of the Plan, neither
the Employer or any individual acting as an employee or agent of the Employer
shall be liable to any Participant, former Participant, Surviving Spouse or any
other person for any claim, loss, liability or expense incurred in connection
with the Plan.

      6.13 Corporate Successors

            The Plan shall not be automatically terminated by a transfer or sale
of assets of the Employer or by the merger or consolidation of the Employer into
or with any other corporation or other entity, but the Plan shall be continued
after such sale, merger, or consolidation, only if and to the extent that the
transferee, purchaser or successor entity agrees to continue the Plan. In the
event the Plan is not continued by the transferee, purchaser or successor, then
the Plan shall terminate subject to the provisions of Section 5.2.

      6.14 Headings

            The headings and subheadings of this Plan have been inserted for
convenience of reference and are to be ignored in any constructions of the
provisions hereof.


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      IN WITNESS WHEREOF, this Plan has been executed the day and year first
above written.

                                           EMPLOYER:

                                           UNIVEST CORPORATION OF
                                           PENNSYLVANIA


Attest:   /s/ Robert H. Schong                By:   /s/ Merrill S. Moyer
        -----------------------------         --------------------------------
                Secretary                                  President

 (CORPORATE SEAL)


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