AGREEMENT
                                    ---------

         THIS  AGREEMENT,  is made and entered  into this 31ST day of  December,
2002, by and between Roxborough Manayunk Bank, (the "Bank"), and Jerry Naessens,
an employee of Bank residing at 1133 Hall Avenue (hereinafter referred to as the
"Employee")


                                  INTRODUCTION


         WHEREAS,  Employee is an officer or other  highly paid  employee of the
Bank; and

         WHEREAS,  The Bank is the settlor and  beneficiary of a revocable trust
("Trust") which owns insurance policy group No. 96439-G (hereinafter referred to
as the "Insurance  Policy"),  with  Metropolitan  Life Insurance Company (herein
after  referred to as the  "Insurance  Company" or  "Insurer"),  on the life of,
among others, the Employee; and

         WHEREAS, The Bank desires to induce Employee to continue to utilize his
best  efforts on behalf of the Bank and share with the  Employee  the  financial
benefit that the Insurance Policy can achieve; and

         WHEREAS,  Bank  wishes  to assign  and  endorse  $250,000  of the death
benefit of the Insurance  Policy to Employee or his designee in accordance  with
section 4.1.

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein, it is agreed between the parties hereto as follows:

         SECTION 1:  OWNERSHIP OF INSURANCE:
         -----------------------------------

         The Bank is the beneficial owner of the Trust.

         SECTION 2:  [THIS SECTION HAS BEEN INTENTIONALLY DELETED]:
         ----------------------------------------------------------


         SECTION 3:  RIGHTS OF BANK:
         ---------------------------

         Upon  the  occurrence  of an  event  described  in  Section  5 of  this
Agreement,  the Bank shall be entitled  to receive an amount  equal to all death
benefits less those  explicitly  provided to the  Employee's  beneficiary  under
Section 4 hereof (the "Bank's  Policy  Interest").  The Bank's  Policy  Interest
shall be payable as provided in Section 5 of this Agreement.



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         SECTION 4:  RIGHT OF EMPLOYEE
         -----------------------------

4.1.  The  Employee  shall have the right to  designate  and  change  direct and
contingent beneficiaries (collectively, the "Beneficiary") of the Employee death
benefits of the Insurance  Policy (the "Employee Death  Benefit").  The Employee
Death  Benefit  shall be the first  $250,000  paid  under the  Insurance  Policy
following the death of the Employee. Employee's Beneficiary designation shall be
made in  writing  delivered  to the  Human  Resources  Department  at the  Bank.
Employee's Beneficiary may be amended by the Employee from time to time.

4.2. The Bank hereby  endorses the Employee  Death Benefit to the Employee,  and
agrees to execute any other or further  documents  that may be required in order
to effectuate this Split Dollar Insurance Agreement.

         SECTION 5:  DEATH CLAIMS:
         -------------------------

5.1 When the  Employee  dies,  the Bank shall be  entitled  to receive  from the
Trustee a portion of the death benefits payable under the Insurance Policy equal
to the Bank's  Policy  Interest.  The  receipt of this  amount by the Bank shall
constitute satisfaction of the Bank's rights under Section 3 of this Agreement.

5.2. When the Employee dies, the  Beneficiary  shall be entitled to receive from
the Trustee the amount of the Employee Death Benefit.

         SECTION 6:  TERMINATION OF AGREEMENT:
         -------------------------------------

         This  Agreement  shall  terminate  on  the  occurrence  of  any  of the
following events prior to the death of the Employee.

           6.1  Intentionally Deleted.
           6.2  Cessation of the Bank's business.
           6.3  Intentionally Deleted.
           6.4  Intentionally Deleted.
           6.5  Bankruptcy, receivership or dissolution of the Bank.

         SECTION 7:  RIGHTS UPON TERMINATION:
         ------------------------------------

         If this  Agreement is terminated  under Section 6 of this Agreement the
Employee shall forfeit all right to the death benefit specified in Section 4 and
Bank at its sole discretion may retain or terminate the Trust.

         SECTION 8:  AMENDMENT OF AGREEMENT:
         -----------------------------------

         The  Agreement  shall not be  modified  or amended  except by a writing
signed by the  Employee  and  Bank.  The  Agreement  shall be  binding  upon the
successors and assigns of each party to this Agreement.


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         SECTION 9:  STATE LAW
         ---------------------


         This  Agreement  shall be subject to and shall be  construed  under the
laws of Pennsylvania.

         In witness whereof,  the parties hereto have executed this Agreement in
duplicate as of the day and year first above written.


         Roxborough Manayunk Bank




         By: /s/John F. McGill, Jr.                     /s/Jerry Naessens
             -------------------------                  -----------------
             John F. McGill, Jr., CEO                   Jerry Naessens






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