EXHIBIT 10.1
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                              EMPLOYMENT AGREEMENT


     THIS  AGREEMENT  entered  into  this  15th  day of  September,  1999,  (the
"Effective Date"), by and between William W. Davis, Jr. (the "Employee"),  Wayne
Bank (the "Bank"), and Norwood Financial Corp. (the "Company").

     WHEREAS,  the  Bank  desires  to  employ  the  Executive  initially  as its
President and Chief  Executive  Officer under the terms and conditions set forth
herein; and

     WHEREAS,  the Executive desires to serve the Bank in an executive  capacity
under the terms and conditions set forth in this agreement.

     WHEREAS,  the Boards of Directors of the Bank and of the Company believe it
is in their mutual best interests to enter into this Agreement with the Employee
in order to assure  continuity of management  and to reinforce and encourage the
continued attention and dedication of the Employee to his assigned duties; and

     WHEREAS,  the  parties  desire  by this  writing  to set  forth  employment
relationships between the Employee, the Bank and the Company.

     NOW, THEREFORE, it is AGREED as follows:


POSITION AND DUTIES The  Executive  shall  initially  serve as the President and
Chief Executive Officer of the Bank, reporting only to the Board of Directors of
the Bank; shall have supervision and control over, and  responsibility  for, the
general  management  and operation of the Bank; and shall have such other powers
and duties as may from time to time be  prescribed  by the Board of Directors of
the Bank, provided that such duties are consistent with the Executive's position
as the President and Chief Executive Officer in charge of the general management
of the Bank.

     1. Defined Terms

     When used anywhere in this  Agreement,  the following  terms shall have the
meaning set forth herein.

               (a)  "Change  in  Control"  shall  mean any one of the  following
events: (I) the acquisition of ownership, holding or power to vote more than 25%
of the Bank's or the Company's voting stock, (ii) the acquisition of the ability
to control the election of a majority of the Bank's or the Company's  directors,
(iii) the acquisition of a controlling influence over the management or policies
of the Bank or the  Company  by any  person  or by  persons  acting as a "group"
(within the meaning of Section 13(d) of the Securities Exchange Act of 1934),

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or (iv) during any period of two consecutive years, individuals (the "Continuing
Directors")  who at the  beginning  of  such  period  constitute  the  Board  of
Directors of the Bank or the Company (the "Existing Board") cease for any reason
to constitute at least  two-thirds  thereof,  provided that any individual whose
election  or  nomination  for  election  as a member of the  Existing  Board was
approved by a vote of at least  two-thirds of the  Continuing  Directors then in
office shall be considered a Continuing Director. Notwithstanding the foregoing,
in the case of (I), (ii) and (iii)  hereof,  ownership or control of the Bank by
the Company  itself shall not  constitute  a Change in Control.  For purposes of
this paragraph only, the term "person" refers to an individual or a corporation,
partnership,   trust,   association,   joint  venture,  pool,  syndicate,   sole
proprietorship,  unincorporated  organization  or any other  form of entity  not
specifically listed herein.

               (b)  "Code"  shall mean the  Internal  Revenue  Code of 1986,  as
amended from time to time, and as  interpreted  through  applicable  rulings and
regulations in effect from time to time.

               (c)  "Codess.280G  Maximum"  shall  mean  product of 2.99 and his
"base amount" as defined in Code ss.280G(b)(3).

               (d) "Good Reason" shall mean any of the following  events,  which
has not been  consented  to in  advance  by the  Employee  in  writing:  (I) the
requirement  that the  Employee  move his  personal  residence,  or perform  his
principal  executive  functions,  more than sixty  (60)  miles from his  primary
office as of the date of the Change in Control; (ii) a material reduction in the
Employee's  base  compensation as in effect on the date of the Change in Control
or as the same may be increased from time to time; (iii) the failure by the Bank
or the  Company to  continue  to provide  the  Employee  with  compensation  and
benefits  provided for on the date of the Change in Control,  as the same may be
increased  from time to time,  or with benefits  substantially  similar to those
provided to him under any of the  employee  benefit  plans in which the Employee
now or hereafter becomes a participant,  or the taking of any action by the Bank
or the Company which would directly or indirectly reduce any of such benefits or
deprive the Employee of any material  fringe benefit  enjoyed by him at the time
of the Change in  Control;  (iv) the  assignment  to the  Employee of duties and
responsibilities  materially  different from those normally  associated with his
position;  (v) a  failure  to elect or  reelect  the  Employee  to the  Board of
Directors of the Bank or the  Company,  if the Employee is serving on such Board
on the date of the Change in Control; (vi) a material diminution or reduction in
the   Employee's    responsibilities   or   authority    (including    reporting
responsibilities)  in  connection  with  his  employment  with  the  Bank or the
Company;   or  (vii)  a  material   reduction  in  the   secretarial   or  other
administrative  support of the Employee. In addition,  "Good Reasons" shall mean
an  impairment  of the  Employee's  health to an extent that it makes  continued
performance of his duties hereunder hazardous to his physical or mental health.

               (e) "Just Cause" shall mean, in the good faith  determination  of
the Bank's Board of Directors, the Employee's 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)

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or final  cease-and-desist  order,  or material  breach of any provision of this
Agreement.  The Employee  shall have no right to receive  compensation  or other
benefits for any period after  termination for Just Cause. No act, or failure to
act, on the Employee's part shall be considered  "willful"  unless he has acted,
or failed to act, with an absence of good faith and without a reasonable  belief
that his action or failure to act was in the best  interest  of the Bank and the
Company.

               (f)  "Protected  Period" shall mean the period that begins on the
date six months  before a Change in  Control  and ends on the later of the first
annual  anniversary  of the  Change in Control  or the  expiration  date of this
Agreement.

         2.  Employment.  The  Employee is employed as the  President  and Chief
Executive Officer of the Bank and of the Company. In each capacity, the Employee
shall render such  administrative  and management  services for the Bank and the
Company as are currently  rendered and as are  customarily  performed by persons
situated in a similar executive  capacity.  The Employee shall also promote,  by
entertainment or otherwise,  as and to the extent permitted by law, the business
of the Bank and the Company.  The  Employee's  other duties shall be such as the
Boards of Directors of the Bank and the Company may from time to time reasonably
direct, including normal duties as an officer of the Bank.

         3. Base  Compensation.  The Bank agrees to pay the Employee  during the
term of this Agreement a salary at the rate of $ 170,000.00  per annum,  payable
in cash not less  frequently  than  monthly.  The Board of Directors of the Bank
shall review,  not less often than annually,  the rate of the Employee's salary,
and shall increase the employee's base salary by no less than $6,000.00 per year
for 2000,  2001,  2002,  2003,  2004. The Company hereby agrees that, in lieu of
paying the Employee a base salary during the term of this Agreement, it shall be
jointly  and  severally  liable with the Bank for the payment of all amounts due
under this Agreement. Nevertheless, the Board of Directors of the Company may in
its  discretion at any time during the term of this  Agreement  agree to pay the
Employee a base salary for the remaining term of this Agreement. If the Board of
Directors of the Company agrees to pay such salary,  the Board shall  thereafter
review, not less often than annually,  the rate of the Employee's salary, and in
its sole discretion may decide to increase his salary.

         Notwithstanding  the  foregoing,  following  a Change in  Control,  the
Boards of  Directors  of the Bank and the  Company  shall  continue  to annually
review the rate of the Employee's salary, and shall increase said rate of salary
by a percentage which is not less than the average annual percentage increase in
salary that the Employee  received  over the three  calendar  years  immediately
preceding the year in which the Change in Control occurs.

         4.  Discretionary   Bonuses.  The  Employee  shall  participate  in  an
equitable manner with all other senior  management  employees of the Bank and in
discretionary  bonuses  that the Boards of Directors of the Bank and the Company
may  award  from time to time to their  senior  management  employees.  No other
compensation provided for in this Agreement shall be deemed

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a substitute  for the  Employee's  right to  participate  in such  discretionary
bonuses.  Notwithstanding  the  foregoing,  following a Change in  Control,  the
Employee shall receive  discretionary  bonuses that are made no less  frequently
than,  and in annual  amounts not less than,  the average  annual  discretionary
bonuses  paid to the  Employee  during  the  three  calendar  years  immediately
preceding the year in which the Change in Control occurs.

         5.       Participation in Retirement, Medical and Other Plans.
                  ----------------------------------------------------

                  (a) During the term of this  Agreement,  the Employee shall be
eligible to participate in the following benefit plans:  group  hospitalization,
disability,  health, dental, sick leave, life insurance,  travel and/or accident
insurance, auto allowance/auto lease, retirement,  pension, and/or other present
or future qualified plans provided by the Bank, generally which benefits,  taken
as a whole,  must be at least as favorable  as those in effect on the  Effective
Date and the Company.

                  (b) The  Employee  shall be  eligible  to  participate  in any
fringe  benefits  which  are or may  become  available  to the  Bank's  and  the
Company's senior management  employees,  including for example: any stock option
or incentive  compensation  plans, and any other benefits which are commensurate
with the  responsibilities  and functions to be performed by the Employee  under
this   Agreement.   The  Employee   shall  be  reimbursed   for  all  reasonable
out-of-pocket  business  expenses  which he shall incur in  connection  with his
services under this Agreement upon substantiation of such expenses in accordance
with the policies of the Bank and the Company.  Additionally, the Employee shall
be entitled to:

                           (1)     Banking Industry Functions.  The Employee may
a  devote  reasonable  time to  attending  conventions,  seminars  and  meetings
sponsored  by  the  Pennsylvania  Bankers  Association,   the  American  Bankers
Association and other banking or educational organizations at the expense of the
Bank.

                           (2)     Club Membership.  The Bank shall provide  the
Employee with  application  fees,  bond costs and annual dues in connection with
his membership in the Honesdale Golf Club and such other private clubs,  social,
civic and  community  organizations  that the Board of Directors of the Bank may
reasonably determine during the term of employment hereunder.

                           (3)     Automobile.  The Executive shall be furnished
a new executive  quality  automobile with insurance,  maintenance,  fuel and all
fees and costs  paid by the Bank.  Said car to be  replaced  upon the  sooner of
three (3) years, 50,000 miles or excessive maintenance costs.

                           (4)     Other Perquisites and Benefits. The Executive
shall be entitled to receive such other  perquisites  and fringe benefits as the
Board  of  Directors  of the  Bank  reasonably  deems  appropriate  in its  sole
discretion.


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         6. Term. The Bank and the Company  hereby employ the Employee,  and the
Employee  hereby accepts such employment  under this  Agreement,  for the period
commencing on the  Effective  Date and ending sixty months  thereafter  (or such
earlier date as is determined in accordance with Section 10 or 12).

         In the event the Employee serves the full term of this  Agreement,  and
the Bank does not offer to renew  this  Agreement  upon  substantially  the same
terms and conditions for an additional five (5) year term, the Employee shall be
entitled  to a  severance  allowance  of up to  twelve  (12)  months of his then
current  base annual  salary,  plus such vested  employee  benefits to which the
Employee  may be  entitled  when due and  payable,  and the Bank  shall  have no
further  obligations to the Employee under this  Agreement,  EXCEPT that in such
event, the Bank shall provide, at the Employee's request, out-placement services
to the Employee  through  Drake,  Beam,  and Moran,  New York, New York, or such
comparable  out-placement  service as the parties shall select. The Bank's costs
for such  services  shall not exceed 17% of the  Employee's  then  current  base
annual salary.

         7.       Loyalty; Noncompetition; Nondisclosure.

                  (a) Loyalty. During the period of his employment hereunder and
except for illnesses,  reasonable  vacation  periods,  and reasonable  leaves of
absence,  the Employee  shall devote  substantially  all his full business time,
attention,  skill,  and  efforts  to the  faithful  performance  of  his  duties
hereunder;  provided,  however,  from  time to time,  Employee  may serve on the
boards of directors of, and hold any other offices or positions in, companies or
organizations,  which will not present any  conflict of interest  with the Bank,
the Company or any of their subsidiaries or affiliates or unfavorably affect the
performance of Employee's duties pursuant to this Agreement, or will not violate
any applicable statute or regulation.  "Full business time" is hereby defined as
that amount of time usually  devoted to like  companies  by  similarly  situated
executive  officers.  Except  with the prior  written  approval  of the Board of
Directors of the Bank,  the Executive  shall not engage in any other business or
commercial  activities,  duties or pursuits,  during the term of this Agreement.
Under no  circumstances  may the Employee  engage in any business or  commercial
activities,  duties or pursuits  which  compete with the business or  commercial
activities of the Bank nor may the Employee serve as a director or officer or in
any other capacity in a company or financial institution which competes with the
Bank. Investments and personal activities not resulting in material compensation
or a  conflict  of  interest  with the Bank  shall not be deemed a breach of the
restrictions of this paragraph. Participation in trade associations, charitable,
civil or similar  not-for-profit,  philanthropic or eleemosynary  organizations,
including  service as an officer  or  director,  shall not be deemed a breach of
this  Agreement,  but the total  amount of time  spent by the  Employee  in such
activities  during normal  working hours shall be  periodically  reviewed by the
Board of Directors of the Bank.

                  (b)  Noncompetition.  The  Employee  covenants  and  agrees as
follows:  the Employee  shall not directly or  indirectly,  within the marketing
area of the Bank or the Company  (defined as Wayne County,  Pennsylvania) or any
future  marketing  area of the Bank or the  Company

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(defined as an area within fifty (50) miles of any branch office located outside
of Wayne County,  Pennsylvania and begun during the Employee's  employment under
the terms of this Agreement), enter into or engage generally in competition with
the Bank or the  Company  either as a sole  proprietor  or as a partner or joint
venturer,  or as a director,  officer,  shareholder  (except as a shareholder of
less than five  percent  (5%) of the  outstanding  shares  of a  corporation  if
Executive is not an employee, officer or director of such corporation), employee
or  agent  for any  person,  for a  period  of one (1)  year  after  the date of
termination of his employment if (I) the Employee's employment is terminated for
Just Cause pursuant to Section 10 of this Agreement, or (ii) such termination is
the result of a  resignation  by the Employee  other than pursuant to subsection
10(d)(2) or subsection  12(a) of this  Agreement.  The Employee  agrees that any
breach of  restrictions  set forth in this paragraph shall result in irreparable
injury to the Bank and the  Company  and for which they shall have not  adequate
remedy  at law and the Bank and the  Company  shall be  entitled  to  injunctive
relief  in order to  enforce  the  provisions  hereof.  In the  event  that this
paragraph  shall be  determined  by any court of  competent  jurisdiction  to be
unenforceable  in part by  reason  of it being  too  great a  period  of time or
covering too great a geographical  area, it shall be in full force and effect as
to that period of time or  geographical  area determined to be reasonable by the
court.

                  (c) Unauthorized  Disclosure.  At no time during the period of
his employment hereunder and thereafter, shall the Employee, without the written
consent of the Boards of Directors of the Bank or a person  authorized  thereby,
knowingly  disclose  to any  person,  other than an  employee of the Bank or the
Company or a person to whom disclosure is reasonably necessary or appropriate in
connection with the performance by the Employee of his duties as an executive of
the Bank or the Company, any material  confidential  information obtained by him
while in the employ of the Bank or the Company with respect to any of the Bank's
or the Company's services, products, improvements,  formulas, designs or styles,
processes,  customers,  methods of  distribution  of any business  practices the
disclosure  of which he knows  will be  materially  damaging  to the Bank or the
Company; provided,  however, that confidential information shall not include any
information   known  generally  to  the  public  (other  than  as  a  result  of
unauthorized  disclosure  by the  Employee)  or any  information  of a type  not
otherwise  considered  confidential by persons engaged in the same business or a
business similar to that conducted by the Bank and the Bank.

                  (d)  Nothing  contained  in this  Section  shall be  deemed to
prevent or limit the  Employee's  right to invest in the capital  stock or other
securities of any business dissimilar from that of the Bank or the Company,  or,
solely as a passive or minority investor, in any business.

         8.  Standards.  The  Employee  shall  perform  his  duties  under  this
Agreement  in  accordance  with  such  reasonable  standards  as the  Boards  of
Directors of the Bank and the Company may establish  from time to time. The Bank
and the Company  will provide  Employee  with the working  facilities  and staff
customary for similar executives and necessary for him to perform his duties.


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         9. Vacation and Sick Leave. At such reasonable times as the Board shall
in its discretion permit,  the Employee shall be entitled,  without loss of pay,
to absent himself  voluntarily from the performance of his employment under this
Agreement, all such voluntary absences to count as vacation time, provided that:

                  (a) The  Employee  shall be entitled to an annual  vacation in
accordance with the policies that the Board periodically  establishes for senior
management  employees of the Bank,  but not less than four weeks in any calendar
year  (pro-rated  in any  calendar  year during  which the  Employee is employed
hereunder for less than the entire  calendar year in accordance  with the number
of days in such year which he is so employed).

                  (b) The Employee shall not receive any additional compensation
from the Bank or the  Company on account  of his  failure to take a vacation  or
sick leave, and the Employee shall not accumulate  unused vacation or sick leave
from one fiscal year to the next, except in either case to the extent authorized
by the Board.

                  (c) In addition to the aforesaid paid vacations,  the Employee
shall be entitled  without loss of pay, to absent himself  voluntarily  from the
performance of his employment  with the Bank and the Company for such additional
periods  of time and for such valid and  legitimate  reasons as the Board may in
its discretion  determine.  Further, the Boards of Directors of the Bank and the
Company may grant to the Employee a leave or leaves of absence,  with or without
pay, at such time or times and upon such terms and  conditions as such Boards in
their discretion may determine.

                  (d) In addition,  the Employee  shall be entitled to an annual
sick leave benefit as  established by the Board of Directors of the Bank and the
Company.

         10.  Termination and Termination Pay. Subject to Section 12 hereof, the
Employee's   employment   hereunder  may  be  terminated   under  the  following
circumstances:

                  (a) Death.  The  Employee's  employment  under this  Agreement
shall terminate upon his death during the term of this Agreement, in which event
the  Employee's  estate  shall be entitled to receive the  compensation  due the
Employee through the last day of the calendar month in which his death occurred.

                  (b)  Disability.  The Bank and the Company may  terminate  the
Employee's  employment if the Employee becomes totally and permanently disabled.
The  Employee  shall be deemed  totally and  permanently  disabled if he becomes
unable to perform a substantial portion of his duties under this Agreement and a
physician  selected by Bank determines such inability will continue for a period
of six (6) months or more and is likely to be permanent.  The Employee  shall be
deemed  disabled if he  qualifies to receive  total  disability  benefits  under
Bank's disability insurance plan. Such termination shall be without prejudice to
any  right the  Employee  may have to  receive  benefits  under  any  disability
insurance plan maintained by Bank or the Company.




                                      -7-
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                  (c) Just  Cause.  The  Board  may,  by  written  notice to the
Employee,  immediately terminate his employment at any time, for Just Cause. The
Employee shall have no right to receive  compensation  or other benefits for any
period after termination for Just Cause. For the purposes of this Agreement, the
Bank shall have "Just Cause" to terminate the  Employee's  employment  hereunder
upon:

                  (1) the  willful  failure  by the  Employee  to  substantially
         perform  his  material  duties  hereunder  other than any such  failure
         resulting  from the  Employee's  incapacity  due to  physical or mental
         illness; or

                  (2) conviction of a felony; or

                  (3) the willful violation by the Employee of the provisions of
 this Agreement; or

                  (4) the willful  violation by the Employee of material Bank or
         Company  policy as formally  expressed by the Board of Directors of the
         Company or the Bank; or

                  (5) the  violation  of  state  or  federal  banking,  tax   or
         financial  laws,  regulations  or  rules in his own  conduct  or in the
         operation of the Bank or the Company, the result of which is materially
         adverse to the Bank or the Company; or

         None of the above which are capable of being cured shall be grounds for
termination  until Bank and the Company give notice  thereof to the Employee and
the Employee fails to cure such failure or violation  within thirty (30) days of
said notice,  or if said failure or violation cannot be cured within thirty (30)
days,  within  a  reasonable  time  thereafter  if the  Employee  is  diligently
attempting to cure the failure or violation.

         Bank and the Company may terminate  this  Agreement  without notice and
opportunity  to cure upon receipt of a final  written  directive or order of any
governmental  body or entity  having  jurisdiction  over the Bank or the Company
requiring  termination or removal of the Employee from the positions  referenced
in Section 2 of this Agreement.

                  (d) Without Just Cause; Constructive Discharge. (1) The Boards
of Directors of the Bank and the Company may, by written notice to the Employee,
immediately  terminate  his  employment at any time for a reason other than Just
Cause,  in which event the Employee  shall be entitled to receive the  following
compensation and benefits  (unless such termination  occurs during the Protected
Period in which event the benefits and  compensation  provided for in Section 12
shall apply):  (I) the salary provided  pursuant to Section 3 hereof,  up to the
later of the expiration  date of this Agreement  (including any renewal term) of
this Agreement and the date that is 12 months after the  employee's  last day of
employment,  and (ii)  long-term  disability  and such  medical  benefits as are
available  to the  Employee  under the  provisions  of COBRA for  eighteen  (18)
months.  All amounts payable to the Employee shall be paid, at the option of the
Employee,  either

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(I) in periodic  payments  through the Expiration  Date, or (II) in one lump sum
within ten (10) days of such termination.

                           (2)    The Employee shall be entitled to receive  the
compensation and benefits payable under subsection  10(d)(1) hereof in the event
that the Employee voluntarily  terminates  employment within 90 days of an event
that constitutes Good Reason,  (unless such voluntary  termination occurs during
the Protected Period, in which event the benefits and compensation  provided for
in Section 12 shall apply).

                  (e)  Termination  or Suspension  Under Federal Law. (1) If the
Employee is removed and/or  permanently  prohibited  from  participating  in the
conduct  of the Bank's  affairs by an order  issued  under  Sections  8(e)(4) or
8(g)(1) of the Federal Deposit Insurance Act ("FDIA") (12 U.S.C.  1818(e)(4) and
(g)(1)), all obligations of the Bank under this Agreement shall terminate, as of
the effective  date of the order,  but vested rights of the parties shall not be
affected.

                           (2)  If the Bank is in default (as defined in Section
3(x)(1)  of FDIA),  all  obligations  of the Bank  under  this  Agreement  shall
terminate as of the date of default;  however,  this Paragraph  shall not affect
the vested rights of the parties.

                           (3)  If a notice served under Section 8(e)(3) or  (g)
(1) of the FDIA (12 U.S.C.  1818(e)(3) or (g)(1))  suspends  and/or  temporarily
prohibits the Employee from  participating in the conduct of the Bank's affairs,
the Bank's obligations under this Agreement shall be suspended as of the date of
such service,  unless stayed by appropriate  proceedings.  If the charges in the
notice are dismissed, the Bank may in its discretion (I) pay the Employee all or
part of the compensation withheld while its contract obligations were suspended,
and (ii)  reinstate  (in whole or in part)  any of its  obligations  which  were
suspended.

                  (f)  Voluntary  Termination  by  Employee.  Subject to Section
12(a)(ii)  hereof,  the Employee may voluntarily  terminate  employment with the
Bank during the term of this  Agreement,  upon at least  ninety (90) days' prior
written  notice to the Board of  Directors,  in which  case the  Employee  shall
receive only his  compensation,  vested  rights and employee  benefits up to the
date of his  termination  (unless such  termination  occurs  pursuant to Section
10(d)(2) hereof or within the Protected  Period, in which event the benefits and
compensation provided for in Sections 10(d) or 12, as applicable, shall apply).

         11. No  Mitigation.  The Employee shall not be required to mitigate the
amount of any payment provided for in this Agreement by seeking other employment
or otherwise and no such payment shall be offset or reduced by the amount of any
compensation or benefits provided to the Employee in any subsequent employment.

         12. Change in Control Severance Payments.


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                  (a) Trigger Events.  The Employee shall be entitled to collect
the severance  benefits set forth in Subsection (b) hereof in the event that (I)
the Employee voluntarily  terminates employment either for any reason within the
30-day  period  beginning on the date of a Change in Control,  (ii) the Employee
voluntarily  terminates  employment  within 90 days of an event that both occurs
during the Protected  Period and constitutes  Good Reason,  or (iii) the Bank or
the  Company  or  their   successor(s)  in  interest  terminate  the  Employee's
employment  without his written consent and for any reason other than Just Cause
during the Protected Period.

                  (b)      Amount of Severance Benefit.  If the Employee becomes
entitled to collect  severance  benefits  pursuant to Section 12(a) hereof,  the
Bank shall pay the Employee:

                  (I) a severance  benefit equal to the maximum as defined under
                Code  ss.280G(b)(2) that the Employee receives on account of the
                Change in Control, and

                           (ii) pay for  long-term  disability  and provide such
                medical  benefits as are  available  to the  Employee  under the
                provisions  of COBRA,  for eighteen  (18) months (or such longer
                period, up to 24 months, if COBRA is amended).

                  Said sum shall be paid in one lump sum within ten (10) days of
the later of the date of the Change in Control  and the  Employee's  last day of
employment with the Bank or the Company.

                  (c) Funding of Grantor Trust upon Change in Control. Not later
than ten business days after a Change in Control, the Bank shall (I) establish a
grantor  trust  (the  "Trust")  that is  designed  in  accordance  with  Revenue
Procedure 92-64 and has a trustee independent of the Bank and the Company,  (ii)
deposit in said Trust an amount  equal to the Code ss.280G  Maximum,  unless the
Employee  has  previously  provided a written  release of any claims  under this
Agreement,  and (I) provide the trustee of the Trust with a written direction to
hold said amount and any investment  return thereon in a segregated  account for
the benefit of the Employee,  and to follow the procedures set forth in the next
paragraph as to the payment of such amounts from the Trust.  Upon the earlier of
the Trust's final  payment of all amounts due under the  following  paragraph or
the date 15 months  after the Change in Control,  the trustee of the Trust shall
pay  to the  Bank  the  entire  balance  remaining  in  the  segregated  account
maintained for the benefit of the Employee.  The Employee shall  thereafter have
no further interest in the Trust.

         During the 12-consecutive  month period after a Change in Control,  the
Employee may provide the trustee of the Trust with a written  notice  requesting
that the trustee pay to the Employee an amount designated in the notice as being
payable  pursuant to this Agreement.  Within three business days after receiving
said  notice,  the  trustee of the Trust  shall send a copy of the notice to the
Bank via overnight and registered  mail return receipt  requested.  On the tenth
(10th)  business day after  mailing said notice to the Bank,  the trustee of the
Trust  shall pay the  Employee  the amount  designated  therein  in  immediately
available  funds,  unless  prior  thereto the Bank  provides  the trustee with a
written  notice  directing the trustee to withhold  such payment.  In the latter
event,  the  trustee  shall  submit  the  dispute  to   non-appealable   binding
arbitration for

                                      -10-
<PAGE>

a  determination  of  the  amount  payable  to the  Employee  pursuant  to  this
Agreement,  and the costs of such  arbitration  shall be paid by the  Bank.  The
trustee shall choose the arbitrator to settle the dispute,  and such  arbitrator
shall be bound by the rules of the American  Arbitration  Association  in making
his determination.  The parties and the trustee shall be bound by the results of
the arbitration and, within 3 days of the  determination by the arbitrator,  the
trustee shall pay from the Trust the amounts required to be paid to the Employee
and/or the Bank, and in no event shall the trustee be liable to either party for
making the payments as determined by the arbitrator.

         Upon the earlier of (I) any payment from the Trust to the Employee,  or
(ii) the date  twelve  (12)  months  after the date on which the Bank  makes the
deposit referred to in the first paragraph of this subsection 11(d), the trustee
of  the  Trust  shall  pay to the  Bank  the  entire  balance  remaining  in the
segregated  account  maintained  for the benefit of the  Employee.  The Employee
shall  thereafter  have  no  further  interest  in the  Trust  pursuant  to this
Agreement.

         (d)  Indemnification.  The Bank shall  indemnify and hold the Executive
harmless  from any and all loss,  expense or liability  that he may incur due to
his services for the Company  (including  any  liability he may ever incur under
Code ss. 4999, or a successor, as the result of benefits he collects pursuant to
Sections 10 or 12).

         13.  Indemnification.  The  Bank  and  the  Company  agree  that  their
respective  Bylaws shall continue to provide for  indemnification  of directors,
officers,  employees  and  agents  of the Bank and the  Company,  including  the
Employee  during the full term of this  Agreement,  and to at all times  provide
adequate insurance for such purposes.

         14. Additional Offices. The Employee agrees to serve without additional
compensation,  if elected  or  appointed  thereto,  as an officer in one or more
offices or as a director of any subsidiary of the Company or the Bank; provided,
however,  the Employee shall not be required to serve in such additional offices
or as a director of any  subsidiary,  if such  service  would  expose him, as an
individual, to adverse financial conditions.

         15. Reimbursement of Employee for Enforcement Proceedings. In the event
that any dispute  arises  between the  Employee  and the Bank as to the terms or
interpretation of this Agreement, whether instituted by formal legal proceedings
or otherwise, including any action that the Employee takes to defend against any
action taken by the Bank or the Company,  the Employee  shall be reimbursed  for
all costs and expenses,  including reasonable attorneys' fees, arising from such
dispute,  proceedings  or actions,  provided that the Employee  obtains either a
written  settlement  or a final  judgement by a court of competent  jurisdiction
substantially  in his favor.  Such  reimbursement  shall be paid within ten (10)
days of Employee's furnishing to the Bank written evidence,  which may be in the
form,  among  other  things,  of a cancelled  check or receipt,  of any costs or
expenses incurred by the Employee.


                                      -11-
<PAGE>

         16.  Federal  Income  Tax  Withholding.  The Bank and the  Company  may
withhold  all federal and state  income or other taxes from any benefit  payable
under this  Agreement  as shall be required  pursuant  to any law or  government
regulation or ruling.

         17.  Successors and Assigns.

                  (a) Bank and Company.  This Agreement  shall not be assignable
by the Bank and the Company,  provided  that this  Agreement  shall inure to the
benefit of and be binding upon any corporate or other  successor of the Bank and
the  Company  which  shall   acquire,   directly  or   indirectly,   by  merger,
consolidation,  purchase or otherwise, all or substantially all of the assets or
stock of the Bank.

                  (b) Employee.  Since the Bank and the Company are  contracting
for the  unique and  personal  skills of the  Employee,  the  Employee  shall be
precluded from assigning or delegating  his rights or duties  hereunder  without
first  obtaining  the  written  consent of the Bank and the  Company;  provided,
however,  that nothing in this  paragraph  shall  preclude (I) the Employee from
designating  a beneficiary  to receive any benefit  payable  hereunder  upon his
death, or (ii) the executors,  administrators, or other legal representatives of
the Employee or his estate from assigning any rights  hereunder to the person or
persons entitled thereunto.

                  (c) Attachment. Except as required by law, no right to receive
payments under this  Agreement  shall be subject to  anticipation,  commutation,
alienation, sale, assignment,  encumbrance,  charge, pledge, or hypothecation or
to exclusion,  attachment, levy or similar process or assignment by operation of
law, and any attempt, voluntary or involuntary,  to effect any such action shall
be null, void and of no effect.

         18.  Amendments.  No amendments or additions to this Agreement shall be
binding  unless  made in  writing  and signed by all of the  parties,  except as
herein otherwise specifically provided.

         19.  Applicable Law. Except to the extent preempted by Federal law, the
laws of the  Commonwealth  of  Pennsylvania  shall govern this  Agreement in all
respects,  whether as to its validity,  construction,  capacity,  performance or
otherwise.

         20.  Severability.  The  provisions of this  Agreement  shall be deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions hereof.

         21. Entire Agreement.  This Agreement,  together with any understanding
or  modifications  thereof  as  agreed  to in  writing  by  the  parties,  shall
constitute the entire agreement between the parties hereto.

                                      -12-