EXHIBIT 10.1

                            HARLEYSVILLE SAVINGS BANK
                        1995 EMPLOYEE STOCK PURCHASE PLAN

ARTICLE I - ESTABLISHMENT OF PLAN

      Harleysville Savings Bank ("Bank") hereby establishes this 1995 Employee
Stock Purchase Plan (the "Plan") on the terms and conditions hereinafter set
forth. The Bank intends that this Plan shall qualify as an "employee stock
purchase plan" under section 423 of the Internal Revenue Code of 1986 (the
"Code") (including any future amendments or replacements of such section), and
the Plan shall be so construed. Any term not expressly defined in the Plan but
defined for purposes of section 423 of the Code shall have the same definition
herein.

ARTICLE II - PURPOSE

      The Plan is established to provide eligible employees of the Bank and any
current or future parent and/or subsidiary corporation(s) of the Bank
(collectively referred to as the "Bank") with an opportunity through payroll
deductions to acquire a proprietary interest in the Bank by the purchase of
Common Stock of the Bank. For purposes of this Plan, a parent corporation and a
subsidiary corporation shall be as defined in sections 425(e) and 425(f) of the
Code. Because a participant in the Plan (a "Participant") may withdraw the
Participant's accumulated payroll deductions and terminate participation in the
Plan at any time during an Offering Period as defined below, the Participant is,
in effect, given an option which may or may not be exercised during any Offering
Period.

ARTICLE III - SHARES SUBJECT TO THE PLAN

      The number of shares which may be issued under this Plan shall be 31,500
(the "Shares"); and such Shares may be authorized but unissued shares of Common
Stock or shares of Common Stock reacquired by the Bank from stockholders of the
Bank in public or private transactions. In the event that any option granted
under the Plan (an "Option") for any reason expires or is terminated, the Shares
allocable to the unexercised portion of such Option may again be the subject of
an Option.

ARTICLE IV - ADMINISTRATION

      The Plan shall be administered by a duly appointed committee of the Board
of directors of the Bank having such powers as shall be specified by the Board
("Committee"). All questions of interpretation of the Plan or of any Options
shall be determined by the Committee and shall be final and binding upon all
persons having an interest in the Plan and/or any Option, unless otherwise
determined by the Board.


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Subject to the provisions of the Plan, the Board shall determine all of the
relevant terms and conditions of Options granted pursuant to the Plan; provided,
however, that all Participants granted Options pursuant to the Plan shall have
the same rights and privileges within the meaning of section 423(b)(5) of the
Code. No member of the Board of Directors or the Committee shall be liable for
any action or determination made in good faith with respect to the Plan or any
Option granted under it. All expenses incurred in connection with the
administration of the Plan shall be held by the Bank.

ARTICLE V - ELIGIBILITY

      Any employee of the Bank is eligible to participate in the Plan, provided
that employees who own or hold options to purchase or who, as a result of
participation in this Plan, would own or hold options to purchase stock of the
Bank possessing five percent (5%) or more of the total combined voting power or
value of all classes of stock of the Bank within the meaning of section
423(b)(3) of the Codes hall not be eligible to participate in the Plan.

ARTICLE VI - OFFERING DATES

      (a) Individual Offering Periods. The Committee may establish up to two
Offering Periods during which payroll deductions will be accumulated under the
Plan during any calendar year, provided, however, that there may be only one
Offering Period outstanding at any one time. The Committee shall announce an
Offering Period by taking actions reasonably expected to notify all employees of
the Offering Period. Each Offering Period shall include only regular paydays
falling within it.

      (b) Governmental Approval; Stockholder Approval. Notwithstanding any other
provision to the contrary, any Option granted pursuant to the Plan shall be
subject, in addition to the requirements specified in Article XX, to (i)
obtaining all necessary governmental approvals and/or qualifications of the sale
and/or issuance of the Options and/or Shares, and (ii) in the case of Options
relating to an Offering Period after an amendment to the Plan, obtaining any
necessary approval of the stockholders of the Bank required by Article XIX.

ARTICLE VII - PARTICIPATION IN THE PLAN

      (a) Initial Participation. An eligible employee shall become a Participant
in an Offering Period after satisfying the eligibility requirements by
delivering to the Bank's payroll office a subscription agreement authorizing
payroll deductions not less than ten (10) business days prior to such Offering
Period. An eligible employee who does not deliver a subscription agreement to
the Bank's payroll office ten (10) business days prior to an Offering Period
after becoming eligible to participate in the Plan shall not participate in the
Plan for that Offering Period or for any subsequent Offering Period unless such
employee subsequently enrolls in the Plan by filing the subscription agreement
with the Bank at least ten (10) business days prior to a subsequent Offering
Period.

      (b) Continued Participation. A Participant shall automatically participate
in each successive Offering Period until such time as such Participant withdraws
from the Plan pursuant to Article XII. A


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Participant is not required to file any additional subscription agreements for
subsequent Offering Periods in order to continue participation in the Plan. A
Participant may not concurrently participate in more than one Offering Period.

ARTICLE VIII - PURCHASE PRICE

      (a) Purchase Price. The purchase price at which Shares shall be sold in
any Offering Period under the Plan shall be set by the Committee; provided,
however, that the purchase price shall not be less than eighty-five percent
(85%) of the lesser of (a) the fair market value of the Shares on the first
business day in the Offering Period, or (b) the fair market value of the Shares
on the last business day of such Offering Period. Unless otherwise provided by
the Committee prior to the commencement of an Offering Period, the purchase
price for the Offering Period shall be eighty-five percent (85%) of the lesser
of (a) the fair market value of the Shares, as determined by the Board, on the
first business day in the Offering Period or (b) the fair market value of the
Shares, as determined by the Board, on the last business day of such Offering
Period.

      (b) Fair Market Value. The fair market value of a Share shall be the
closing sale price on the date in question of a share of Common Stock on the
principal United States securities exchange registered under the Securities
Exchange Act of 1934 on which such stock is listed, or, if such stock is not
listed on any such exchange, the highest closing bid quotation with respect to a
share of such stock on the date in question on the National Association of
Securities Dealers Automated Quotation System or any system then in use, or if
no such quotations are available, the fair market value on the date in question
of a Share shall be as determined by the Committee in good faith.

ARTICLE IX - PAYMENT OF PURCHASE PRICE; PAYROLL DEDUCTIONS

      (a) Accumulation of Payroll Deductions. The purchase price of the Shares
shall be accumulated by payroll deductions over the Offering Period. Deductions
made from the Participant's pay on each payday during the Offering Period shall
not be less than two percent (2%) nor more than ten percent (10%) of the
Participant's total compensation for that pay period. Total compensation means
total taxable compensation paid to an employee and reflected on such employee's
Internal Revenue Service Form W-2, as prepared by the Bank, including salary,
commissions, bonuses, overtime pay, shift differentials, vacation pay and
holiday pay, and shall also include any contributions made by the Bank on behalf
of an employee pursuant to a salary deferral agreement pursuant to Code Section
401 and/or Code Section 125. Payroll deductions shall commence on the first
payday during the Offering Period and shall continue to the end of the Offering
Period unless sooner altered or terminated as provided in the Plan.

      (b) Change in Payroll Deduction Rate. A Participant may decrease (but not
increase) the rate of payroll deductions during an Offering Period by filing
with the Bank a new authorization for payroll deductions, in which case the new
rate shall become effective within fifteen (15) business days after the Bank's
receipt of the authorization. Such change in the rate of payroll deductions may
be made at any time


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during an Offering Period, but not more than one change may be made in any
Offering Period. A Participant may increase or decrease the rate of payroll
deductions for any subsequent Offering Period by filing with the Bank a new
authorization for payroll deductions not less than ten (10) business days prior
to such subsequent Offering Period.

      (c) Participant Accounts. Individual accounts shall be maintained for each
Participant in the Plan. All payroll deductions made for a Participant shall be
credited to the Participant's account under the Plan and shall be deposited with
the general funds of the Bank. Interest shall be paid on, and added to, such
amounts at the same rate and in the same manner as interest is paid on a regular
passbook savings account with the Bank. All payroll deductions received or held
by the Bank may be used by the Bank for any corporate purpose.

ARTICLE X - PURCHASE OF SHARES

      (a) Purchase. On the last business day of an Offering Period, a
Participant shall automatically purchase, subject to the limitations in Article
X(b) and X(c) below, that number of whole Shares that can be acquired based on
funds credited to the Participant's account pursuant to Article IX(c) at the
purchase price established for the Offering Period pursuant to Article VIII. Any
cash balance remaining in a Participant's account shall be credited to the
Participant's account for a succeeding Offering Period, provided that such
succeeding period commences no later than thirty (30) days after the current
Offering Period, unless the Participant elects to have such balance refunded as
soon as practicable after the last day of the Offering Period. No shares shall
be purchased on behalf of a Participant whose participation in the Plan has
terminated prior to the last day of the Offering Period.

      (b) Share Limitation. The maximum number of Shares which a Participant may
purchase in each Offering Period shall be that number of whole Shares arrived at
by dividing the total amount of the Participant's expected payroll deductions
during the Offering Period (determined by multiplying the payroll deductions
withheld during the first pay period of the Offering Period by the number of pay
periods during the Offering Period) by the purchase price of the shares as shall
be set by the Committee pursuant to Article VIII hereof.

      (c) Fair Market Value Limitation. No Participant shall be granted an
Option which permits his or her rights to purchase shares of Common Stock under
this Plan and any similar plans of the Bank to accrue at a rate which exceeds
$25,000 of fair market value of such shares (determined at the time such Option
is granted) for each calendar year in which such Option is outstanding at any
time, as determined in accordance with section 423(b)(8) of the Code.

      (d) Rights as a Stockholder and Employee. A Participant shall have no
rights as a stockholder by virtue of the Participant's participation in the Plan
until the date of the issuance of a stock certificate(s) for the Shares being
purchased pursuant to the exercise of the Participant's Option. Unless otherwise
determined by the Board, no adjustment shall be made for dividends or
distributions or other


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rights for which the record date is prior to the date such stock certificate(s)
are issued. Nothing herein shall confer upon a Participant any right to continue
in the employ of the Bank or interfere in any way with any right of the Bank to
terminate the Participant's employment at any time.

ARTICLE XI - LEGENDS

      Each certificate representing any Shares issued hereunder shall have
endorsed thereon such legends as may be designated by the Bank.

ARTICLE XII - WITHDRAWAL

      (a) Notice of Withdrawal. A Participant may withdraw from the Plan by
signing and delivering to the Bank's payroll office a written notice of
withdrawal on a form provided by the Bank for such purpose. Such withdrawal may
be elected at any time prior to the end of an Offering Period.

      (b) Return of Payroll Deductions; Subsequent Participant. Upon withdrawal
from the Plan, the withdrawn Participant's accumulated payroll deductions shall
be returned to the Participant and the Participant's interest in the Plan shall
terminate. In the event a Participant voluntarily elects to withdraw from the
Plan, the Participant may not resume participation in the Plan during the same
Offering Period, but may participate in any succeeding Offering Period under the
Plan by filing a new authorization for payroll deductions in the same manner as
set forth above for initial participation in the Plan.

ARTICLE XIII - TERMINATION OF EMPLOYMENT

      Termination of a Participant's employment with the Bank for any reason,
including retirement or death or the failure of a Participant to remain an
eligible employee, shall terminate the Participant's participation in the Plan
immediately. In such event, the payroll deductions credited to the Participant's
account shall be returned to the Participant or, in the case of the
Participant's death, to the Participant's legal representative, and all rights
under the Plan shall terminate. A Participant whose participation has been so
terminated may again become eligible to participate in the Plan by again
satisfying the requirements of Article V.

ARTICLE XIV - REPAYMENT OF PAYROLL DEDUCTIONS WITH INTEREST

      In the event a Participant's interest in the Plan is terminated, the Bank
shall promptly deliver to the Participant the payroll deductions credited to the
Participant's account, with interest as provided herein.


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ARTICLE XV - CAPITAL CHANGES

      In the event of changes in the Common Stock of the Bank due to stock
dividends or other changes in capitalization, or in the event of any merger,
sale or any other reorganization, appropriate adjustments shall be made by the
Bank in the Shares subject to purchase and in the purchase price per share.

ARTICLE XVI- NONASSIGNABILITY

      Only the Participant may elect to exercise the Participant's Option by
continuing participation in the Plan, and no rights or accumulated payroll
deductions of any Participant under the Plan may be pledged, assigned or
transferred for any reason and any such attempt may be treated by the Bank as an
election by the Participant to withdraw from the Plan.

ARTICLE XVII - REPORTS

      Each Participant shall receive promptly after the last day of each
Offering Period a report of the Participant's account setting forth the total
payroll deductions accumulated, the number of Shares purchased and the remaining
cash balance, if any, to be refunded or applied to a succeeding Offering Period
pursuant to Article X(a).

ARTICLE XVIII - PLAN TERM

      This Plan will continue until terminated by the Board or until all of the
Shares reserved for issuance under the Plan have been issued, whichever shall
first occur.

ARTICLE XIX - AMENDMENT OR TERMINATION OF THE PLAN

      The Board may at any time amend or terminate the Plan, except that such
termination cannot affect Options previously granted under the Plan, nor may any
amendment make any change in an Option previously granted which would adversely
affect the right of any Participant, nor may any amendment be made without
approval of the stockholders of the Bank within twelve (12) months of the
adoption of such amendment if such amendment would authorize the sale of more
shares than are authorized for issuance under the Plan or would change the
designation of corporations whose employees may be offered Options under the
Plan. Notwithstanding any other provision of the Plan to the contrary, in the
event of an amendment to the Plan which affects the rights or privileges of
Options to be offered under the Plan, each Participant with an outstanding
Option shall have the right to exercise such outstanding Option on the effective
date of the amendment and to participate in the Plan for the remaining term of
such outstanding Option pursuant to the terms and conditions of the Plan as
amended. If in accordance with the preceding sentence a Participant elects to
exercise such outstanding Option and to commence participation in the Plan as
amended on the effective date of such amendment, the Participant shall be deemed
to have received a new Option on such effective date.


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ARTICLE XX - APPROVAL OF STOCKHOLDERS

      This Plan shall be subject to approval by the holders of the Common Stock
of the Bank at a duly called meeting of stockholders, which approval must occur
within the period ending twelve months after the date on which this Plan was
adopted by the Board of Directors. In the event that the approval of the
stockholders is not received before the last day of the first Offering Period,
any and all Options granted on the first business day of the first Offering
Period shall be rescinded, and the Bank shall promptly refund the balance of
each participating Eligible Employee's deductions, with interest as provided
herein.

ARTICLE XXI - GOVERNING LAW

      To the extent not governed by federal law, this Plan shall be construed
under the laws of the Commonwealth of Pennsylvania.


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