Registration No. 333-_____
                                       As filed with the Securities and Exchange
                                       Commission on December 19, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           ---------------------------


                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           ---------------------------


                            Waypoint Financial Corp.
             (Exact Name of Registrant as Specified in its Charter)

      Pennsylvania                                        25-1872581
(State of Incorporation)                       (IRS Employer Identification No.)
                             235 North Second Street
                         Harrisburg, Pennsylvania 17101
                    (Address of Principal Executive Offices)

                           ---------------------------


          1984 York Financial Corp. Amended Incentive Stock Option Plan
            1992 York Financial Corp. Stock Option and Incentive Plan
     1992 York Financial Corp. Non-Incentive Stock Option Plan for Directors
     1995 York Financial Corp. Non-Qualified Stock Option Plan for Directors
            1997 York Financial Corp. Stock Option and Incentive Plan
              Harris Savings Bank 1994 Incentive Stock Option Plan
        Harris Savings Bank 1994 Stock Option Plan for Outside Directors
              Harris Savings Bank 1996 Incentive Stock Option Plan
             Harris Financial, Inc. 1999 Incentive Stock Option Plan
       Harris Financial, Inc. 1999 Stock Option Plan for Outside Directors
                            (Full Title of the Plans)

                                   Copies to:
        Charles C. Pearson, Jr.                  Kenneth R. Lehman, Esquire
Co-Chairman and Chief Executive Officer           Edward A. Quint, Esquire
       Waypoint Financial Corp.             Luse Lehman Gorman Pomerenk & Schick
        235 North Second Street                  A Professional Corporation
    Harrisburg, Pennsylvania 17101             5335 Wisconsin Ave., N.W., #400
            (717) 236-4041                         Washington, D.C.  20015
                                                       (202) 274-2000
     (Name, Address and Telephone
      Number of Agent for Service)

                           ---------------------------


         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933 check the following box. |X|



<PAGE>



                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
       Title of                                           Proposed                Proposed
      Securities                  Amount                   Maximum                 Maximum               Amount of
         to be                    to be                Offering Price             Aggregate            Registration
      Registered              Registered (1)              Per Share            Offering Price               Fee
-----------------------  ------------------------  ----------------------- ----------------------- ---------------------
Options to Purchase
Common Stock

Common Stock, par
<S>                      <C>                                      <C>                     <C>                      <C>
value $.01 per share     132,172 shares (2)                       $3.40(3)                $449,385                 $ 119

Common Stock, par
value $.01 per share     285,631 shares (4)                        6.34(3)               1,810,901                   478

Common Stock, par
value $.01 per share     197,789 shares (5)                        6.33(3)               1,252,004                   331

Common Stock, par
value $.01 per share     697,793 shares (6)                        7.55(3)               5,268,337                 1,391

Common Stock, par
value $.01 per share     208,779 shares (7)                       10.17(3)               2,123,282                   561

Common Stock, par
value $.01 per share     20,318 shares (8)                         4.36(3)                  88,586                    23

Common Stock, par
value $.01 per share     15,430 shares (9)                         9.02(3)                 139,179                    37

Common Stock, par
value $.01 per share     51,752 shares (10)                       20.11(3)               1,040,733                   275

Common Stock, par
value $.01 per share     486,126 shares (11)                      12.76(3)               6,209,968                 1,639

Common Stock, par
value $.01 per share     58,653 shares (12)                       13.83(3)                 811,171                   214

Common Stock, par
value $.01 per share     1,323,255 shares (13)                     9.99(3)              13,192,852                 3,483
                         ----------------                          ----                 ----------                 -----


        Total:           3,477,698 shares                                              $32,386,398               $ 8,551
                         ================                                              ===========               =======
</TABLE>

--------------
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the 1984 York  Financial  Corp.  Amended  Incentive  Stock Option Plan (the
     "York 1984 Incentive Plan"), the 1992 York Financial Corp. Stock Option and
     Incentive  Plan (the "York 1992 Incentive  Plan"),  the 1992 York Financial
     Corp.  Non-Incentive  Stock  Option  Plan for  Directors  (the  "York  1992
     Directors Plan"), the 1995 York Financial Corp.  Non-Qualified Stock Option
     Plan for  Directors  (the  "York  1995  Directors  Plan"),  the  1997  York
     Financial Corp. Stock Option and Incentive Plan (the "York

                                        2

<PAGE>



     1997 Incentive Plan"),  the Harris Savings Bank 1994 Incentive Stock Option
     Plan (the "Harris 1994 Incentive Plan"), the Harris Savings Bank 1994 Stock
     Option Plan for Outside Directors (the "Harris 1994 Directors  Plan"),  the
     Harris  Savings  Bank 1996  Incentive  Stock  Option Plan (the "Harris 1996
     Incentive Plan"),  the Harris  Financial,  Inc. 1999 Incentive Stock Option
     Plan (the "Harris 1999 Incentive Plan") and the Harris Financial, Inc. 1999
     Stock Option Plan for Outside  Directors (the "Harris 1999 Directors Plan")
     as the result of a stock split, stock dividend or similar adjustment of the
     outstanding Common Stock of Waypoint Financial Corp.  pursuant to 17 C.F.R.
     ss. 230.416(a).
(2)  Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the York 1984 Incentive Plan.
(3)  Determined   by  the  exercise   price  of  the  options   pursuant  to  17
     C.F.R.ss.230.457(h)(1).
(4)  Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the York 1992 Incentive Plan.
(5)  Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the York 1992 Directors Plan.
(6)  Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the York 1995 Directors Plan.
(7)  Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the York 1997 Incentive Plan.
(8)  Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the Harris 1994 Incentive Plan.
(9)  Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the Harris 1994 Directors Plan.
(10) Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the Harris 1996 Incentive Plan.
(11) Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the Harris 1999 Incentive Plan.
(12) Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the Harris 1999 Directors Plan.
(13) Represents  37,959 shares currently  reserved for issuance  pursuant to the
     York 1992 Incentive  Plan,  77,607 shares  currently  reserved for issuance
     pursuant to the York 1995 Directors Plan, 645,659 shares currently reserved
     for  issuance  pursuant  to the York 1997  Incentive  Plan,  17,251  shares
     currently reserved for issuance pursuant to the Harris 1994 Directors Plan,
     486,126 shares currently  reserved for issuance pursuant to the Harris 1999
     Incentive Plan and 58,653 shares currently  reserved for issuance  pursuant
     to the Harris 1999 Directors Plan.

                      ------------------------------------


     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.








                                        3

<PAGE>



PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
Annual Information

     Documents containing the information required by Part I of the Registration
Statement  have  been or will be sent or given to  participants  in the the York
1984 Incentive Plan, the York 1992 Incentive Plan, the York 1992 Directors Plan,
the York 1995  Directors  Plan,  the York 1997  Incentive  Plan, the Harris 1994
Incentive  Plan, the Harris 1994 Directors Plan, the Harris 1996 Incentive Plan,
the  Harris  1999  Incentive  Plan  and  the  Harris  1999  Directors  Plan,  as
appropriate,  as specified by Securities Act Rule 428(b)(1).  Such documents are
not filed with the  Securities  and Exchange  Commission  (the  "Commission"  or
"SEC")  either as part of this  Registration  Statement  or as  prospectuses  or
prospectus supplements pursuant to Rule 424 in reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

     All documents  filed by the Company  pursuant to Sections 13(a) and (c), 14
or 15(d) of the  Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  registration  statement and be
part hereof from the date of filing of such documents.  Any statement  contained
in this  Registration  Statement,  or in a document  incorporated  by  reference
herein,  shall be deemed to be  modified  or  superseded  for  purposes  of this
Registration  Statement to the extent that a statement  contained  herein, or in
any other  subsequently  filed document which also is  incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

     The  following  documents  filed or to be filed  with  the  Commission  are
incorporated by reference in this Registration Statement:

     (a) The Company's  Annual  Report on Form 10-K for the year ended  December
31, 1999, filed with the Securities and Exchange Commission (the "SEC") on March
28, 2000, as amended on April 7, 2000.

     (b) All other  reports  filed by the Company  pursuant to Section 13(a) and
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report referred to above.

     (c) The  description  of the Common  Stock  contained  in the  Registration
Statement on Form S-1 (Commission File No.  333-40046),  originally filed by the
Company  with the SEC  under the  Securities  Act of 1933 on June 23,  2000,  as
amended on August 14, 2000 and September 21, 2000.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

         Article  VI of  the  Registrant's  Bylaws  provide  for  the  following
indemnification for Directors and Officers.

                  6.1 Third Party Actions.  The Corporation  shall indemnify any
         person who was or is a party,  or is threatened to be made a party,  to
         any  threatened,  pending or completed  action or  proceeding,  whether
         civil, criminal,  administrative or investigative (other than an action
         by or in the right of the  Corporation),  by reason of the fact that he
         is or  was a  director  or  officer  of the  Corporation,  or is or was
         serving  at the  request  of the  Corporation  as a  representative  of
         another domestic or foreign


                                        4

<PAGE>



         corporation for profit or not-for-profit,  partnership,  joint venture,
         trust or  other  enterprise,  against  expenses  (including  attorney's
         fees),  judgments,  fines and amounts paid in  settlement  actually and
         reasonably  incurred by him in connection with the action or proceeding
         if he acted in good faith and in a manner he reasonably  believed to be
         in, or not opposed to, the best interests of the Corporation  and, with
         respect to any criminal proceeding,  had no reasonable cause to believe
         his conduct was unlawful,  provided that the  Corporation  shall not be
         liable  for  any  amounts  which  may  be due to  any  such  person  in
         connection  with a  settlement  of any  action or  proceeding  effected
         without its prior written consent or any action or proceeding initiated
         by any such  person  (other  than an action or  proceeding  to  enforce
         rights to indemnification hereunder).

                  6.2 Derivative and Corporate  Actions.  The Corporation  shall
         indemnify any person who was or is a party, or is threatened to be made
         a party,  to any threatened,  pending or completed  action by or in the
         right of the  Corporation  to procure a judgment in its favor by reason
         of the fact that he is or was a director or officer of the  Corporation
         or  is  or  was  serving  at  the  request  of  the  Corporation  as  a
         representative of another domestic or foreign corporation for profit or
         not-for-profit,  partnership, joint venture, trust or other enterprise,
         against  expenses  (including  attorney's fees) actually and reasonably
         incurred by him in  connection  with the defense or  settlement  of the
         action if he acted in good faith and in a manner he reasonably believed
         to be in, or not opposed  to, the best  interests  of the  Corporation,
         provided that the Corporation shall not be liable for any amounts which
         may be due to any such person in  connection  with a settlement  of any
         action  or  proceeding  affected  without  its prior  written  consent.
         Indemnification  shall not be made under this Section 6.2 in respect of
         any claim,  issue or matter as to which the person has been adjudged to
         be liable to the  Corporation  unless and only to the  extent  that the
         court of common pleas of the judicial district  embracing the county in
         which the registered  office of the Corporation is located or the court
         in which the action  was  brought  determines  upon  application  that,
         despite  the   adjudication  of  liability  but  in  view  of  all  the
         circumstances of the case, the person is fairly and reasonably entitled
         to indemnity  for the expenses  that the court of common pleas or other
         court deems proper.

                  6.3   Mandatory   Indemnification.   To  the  extent   that  a
         representative  of the Corporation has been successful on the merits or
         otherwise in defense of any action or proceeding referred to in Section
         6.1 or Section 6.2 or in defense of any claim, issue or matter therein,
         he shall be indemnified  against expenses  (including  attorneys' fees)
         actually and reasonably incurred by him in connection therewith.

                  6.4 Procedure for Effecting Indemnification. Unless ordered by
         a court, any indemnification  under Section 6.1 or Section 6.2 shall be
         made by the Corporation  only as authorized in the specific case upon a
         determination  that  indemnification of the representative is proper in
         the circumstances because he has met the applicable standard of conduct
         set forth in those sections. The determination shall be made:

               (1) by the  Board of  Directors  by a  majority  vote of a quorum
          consisting  of  directors  who  were  not  parties  to the  action  or
          proceeding;

               (2) if such a quorum is not  obtainable,  or if obtainable  and a
          majority vote of a quorum of  disinterested  directors so directs,  by
          independent legal counsel in a written opinion; or

               (3) by the stockholders.

                  6.5 Advancing Expenses.  Expenses (including  attorneys' fees)
         incurred  in  defending  any action or  proceeding  referred to in this
         Article  VI shall be paid by the  Corporation  in  advance of the final
         disposition of the action or proceeding  upon receipt of an undertaking
         by or on behalf of the director or officer to repay the amount if it is
         ultimately  determined that he is not entitled to be indemnified by the
         Corporation as authorized in this Article VI or otherwise.

               6.6 Insurance.  The Corporation  shall have the power to purchase
          and  maintain  insurance  on  behalf  of  any  person  who is or was a
          representative of the Corporation or is or was


                                        5

<PAGE>



         serving  at the  request  of the  Corporation  as a  representative  of
         another domestic or foreign  corporation for profit or  not-for-profit,
         partnership,  joint  venture,  trust or other  enterprise  against  any
         liability  asserted  against  him  and  incurred  by him  in  any  such
         capacity,  or  arising  out of his  status as such,  whether or not the
         Corporation  would  have  the  power  to  indemnify  him  against  that
         liability under the provisions of this Article VI.

                  6.7  Modification.  The duties of the Corporation to indemnify
         and to advance  expenses  to a director  or  officer  provided  in this
         Article VI shall be in the nature of a contract between the Corporation
         and each such person,  and no  amendment or repeal of any  provision of
         this Article VI shall alter, to the detriment of such person, the right
         of such person to the advance of expenses or indemnification related to
         a claim  based on an act or failure  to act which  took place  prior to
         such amendment or repeal.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.

         The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:

     5    Opinion  of Luse  Lehman  Gorman  Pomerenk  & Schick,  A  Professional
          Corporation as to the legality of the Common Stock registered hereby

     10.1 1984 York Financial Corp. Amended Incentive Stock Option Plan.

     10.2 1992 York Financial Corp. Stock Option and Incentive Plan.

     10.3 1992  York  Financial  Corp.   Non-Incentive  Stock  Option  Plan  for
          Directors.

     10.4 1995  York  Financial  Corp.   Non-Qualified  Stock  Option  Plan  for
          Directors.
     10.5 1997  York   Financial   Corp.   Stock  Option  and   Incentive   Plan
          (Incorporated  by reference to the 1997 Annual Meeting Proxy Statement
          of York Financial  Corp. with the Commission on September 25, 1997 and
          to Registration  Statement on Form S-8 of York Financial  Corp.  filed
          with the Commission on November 24, 1997 (File No. 333-40887)).
     10.6 Harris  Savings  Bank 1994 Stock  Option  Plan for  Outside  Directors
          (Incorporated   by  Reference  to  Exhibit  4.1  to  the  Registration
          Statement  on Form  S-8 of  Harris  Financial,  Inc.  filed  with  the
          Commission on September 22, 1997 (File No. 333-36087)).
     10.7 Harris Savings Bank 1994 Incentive Stock Option Plan  (Incorporated by
          Reference to Exhibit 4.2 to the Registration  Statement on Form S-8 of
          Harris Financial, Inc. filed with the Commission on September 22, 1997
          (File No. 333-36087)).
     10.8 Harris Savings Bank 1996 Incentive Stock Option Plan  (Incorporated by
          Reference to Exhibit 4.3 to the Registration  Statement on Form S-8 of
          Harris Financial, Inc. filed with the Commission on September 22, 1997
          (File No. 333-36087)).
     10.9 Harris  Financial,  Inc. 1999 Stock Option Plan for Outside  Directors
          (Incorporated by reference to the Proxy Statement of Harris Financial,
          Inc. filed with the SEC on March 18, 1998)
    10.10 Harris Financial,  Inc. 1999 Incentive Stock Option Plan (Incorporated
          by reference to the Proxy  Statement of Harris  Financial,  Inc. filed
          with the SEC on March 18, 1998)



                                        6

<PAGE>



     23.1 Consent  of Luse  Lehman  Gorman  Pomerenk  & Schick,  A  Professional
          Corporation (contained in the opinion included as Exhibit 5)
     23.2 Consent of Arthur Andersen LLP


Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the Registration  Statement not previously disclosed
in this  Registration  Statement or any material  change to such  information in
this Registration Statement;

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  each such post-  effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
York 1984 Incentive  Plan, the York 1992 Incentive Plan, the York 1992 Directors
Plan,  the York 1995 Directors  Plan,  the York 1997 Incentive  Plan, the Harris
1994 Incentive  Plan, the Harris 1994 Directors  Plan, the Harris 1996 Incentive
Plan, the Harris 1999 Incentive Plan and the Harris 1999 Directors Plan; and

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  15(d)  of the  Securities  Exchange  Act of  1934  that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.


                                        7

<PAGE>



                                  EXHIBIT INDEX


Exhibit Number                      Description
-------------                       -----------

     5      Opinion  of Luse  Lehman  Gorman  Pomerenk  & Schick, A Professional
            Corporation as to the legality of the Common Stock registered hereby

     10.1   1984 York Financial Corp. Amended Incentive Stock Option Plan.

     10.2   1992 York Financial Corp. Stock Option and Incentive Plan.

     10.3   1992  York  Financial  Corp.  Non-Incentive  Stock  Option  Plan for
            Directors.

     10.4   1995  York  Financial  Corp.  Non-Qualified  Stock  Option Plan  for
            Directors.

     23.1   Consent  of Luse Lehman Gorman  Pomerenk  & Schick,  A  Professional
            Corporation (contained in the opinion included as Exhibit 5)

     23.2   Consent of Arthur Andersen LLP










                                        8

<PAGE>



                                   SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Harrisburg,  Commonwealth of  Pennsylvania,  on
this 14th day of December, 2000.

                            WAYPOINT FINANCIAL CORP.


                            By:  /s/ Charles C. Pearson, Jr.
                                 -----------------------------------------------
                                 Charles C. Pearson, Jr.
                                 Co-Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

     We, the undersigned  Directors of the Registrant  severally  constitute and
appoint Charles C. Pearson,  Jr. with full power of  substitution,  our true and
lawful attorney and agent, to do any and all things and acts in our names in the
capacities  indicated  below which said he may deem  necessary  or  advisable to
enable the  Registrant to comply with the Securities Act of 1933, and any rules,
regulations  and  requirements  of the  Securities and Exchange  Commission,  in
connection with any registration  statement or  post-effective  amendment to the
registration statement on Form S-8 including  specifically,  but not limited to,
power and  authority to sign for us or any of us in our names in the  capacities
indicated below any registration statement and any and all amendments (including
post-effective  amendments)  thereto;  and we hereby ratify and confirm all that
said Charles C. Pearson, Jr. shall do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
post-effective  amendment to the registration statement has been signed below by
the following persons in the capacities and on the dates indicated.



By:      /s/ Charles C. Pearson, Jr.
         -----------------------------------------------------
         Charles C. Pearson, Jr., Co-Chairman and
         Chief Executive Officer
         (Principal Executive Officer)

Date:    December 14, 2000



By:      /s/ James H. Moss
         --------------------------------------------
         James H. Moss, Executive Vice
         President and Chief Financial Officer
         (Principal Financial and Accounting Officer)

Date:    December 14, 2000



By:      /s/ Robert W. Pullo
         --------------------------------------------
         Robert W. Pullo, Co-Chairman

Date:    December 14, 2000









<PAGE>



By.      /s/ David E. Zuem
         --------------------------------------------
         David E. Zuern, President,
         Chief Operating Officer and Director

Date:    December 14, 2000



By:      /s/ Ernest P. Davis
         --------------------------------------------
         Ernest P. Davis, Director

Date:    December 14, 2000



By:      /s/ Cynthia A. Dotzel
         --------------------------------------------
         Cynthia A. Dotzel, Director

Date:    December 14, 2000



By:      /s/ Jimmie C. George
         --------------------------------------------
         Jimmie C. George, Director

Date:    December 14, 2000



By:      /s/ Randall A. Gross
         --------------------------------------------
         Randall A. Gross, Director

Date:    December 14, 2000



By:      /s/ Robert A. Houck
         --------------------------------------------
         Robert A. Houck,  Director

Date:    December 14, 2000



By:      /s/ Bruce S. Isaacman
         --------------------------------------------
         Bruce S. Isaacman, Director

Date:    December 14, 2000



By       /s/ William E. McClure, Jr.
         --------------------------------------------
         William E. McClure, Jr., Director

Date:    December 14, 2000







<PAGE>



By:      /s/ Robert E. Poole
         --------------------------------------------
         Robert E. Poole, Director

Date:    December 14, 2000



By:      /s/ Byron M. Ream
         --------------------------------------------
         Byron M. Ream, Director

Date:    December 14, 2000



By:      /s/ Robert L. Simpson
         --------------------------------------------
         Robert L. Simpson, Director

Date:    December 14, 2000



By:      /s/ William A. Siverling
         --------------------------------------------
         William A. Siverling, Director

Date:    December 14, 2000



By:      /s/ Frank R. Sourbeer
         --------------------------------------------
         Frank R. Sourbeer, Director

Date:    December 14, 2000



By:      /s/ Donald B. Springer
         --------------------------------------------
         Donald B. Springer, Director

Date:    December 14, 2000



By:      /s/ Carolyn E. Steinhauser
         -----------------------------------------------------
         Carolyn E. Steinhauser, Director

Date:    December 14, 2000



By:      /s/ Thomas W. Wolf
         --------------------------------------------
         Thomas W. Wolf, Director

Date:    December 14, 2000





<PAGE>



                                    EXHIBIT 5

              OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.






<PAGE>




[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK]



December 15, 2000                                                 (202) 274-2000

Board of Directors
Waypoint Financial Corp.
235 North Second Street
Harrisburg, Pennsylvania  17101

                  Re:      Waypoint Financial Corp.
                           Registration Statement on Form S-8

Ladies and Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection  with the offer and sale of Waypoint  Financial Corp. (the "Company")
common  stock,  par value $.01 per share (the "Common  Stock"),  pursuant to the
1984 York Financial  Corp.  Amended  Incentive  Stock Option Plan,  the1992 York
Financial  Corp.  Stock Option and Incentive Plan, the 1992 York Financial Corp.
Non-Incentive  Stock Option Plan for Directors,  the 1995 York  Financial  Corp.
Non-Qualified  Stock Option Plan for Directors,  the 1997 York  Financial  Corp.
Stock Option and Incentive  Plan, the Harris  Savings Bank 1994 Incentive  Stock
Option  Plan,  the  Harris  Savings  Bank 1994  Stock  Option  Plan for  Outside
Directors,  the Harris Savings Bank 1996 Incentive Stock Option Plan, the Harris
Financial,  Inc. 1999 Incentive Stock Option Plan and the Harris Financial, Inc.
1999 Stock Option Plan for Outside Directors (the "Plans"). We have reviewed the
Company's  Articles of  Incorporation,  Registration  Statement on Form S-8 (the
"Form S-8"),  as well as  applicable  statutes  and  regulations  governing  the
Company and the offer and sale of the Common Stock.

         Based on the foregoing, we are of the following opinion:

         Upon the  effectiveness of the Form S-8, the Common Stock, when sold in
         connection with the exercise of options granted  pursuant to the Plans,
         will be legally issued, fully paid and non-assessable.

     This  opinion  has  been  prepared  solely  for the use of the  Company  in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.

                            Very truly yours,


                            /s/ Luse Lehman Gorman Pomerenk & Schick
                            ---------------------------------------------------
                            LUSE LEHMAN GORMAN POMERENK &
                            SCHICK
                            A Professional Corporation



<PAGE>

                                  EXHIBIT 10.1

<PAGE>


                    YORK FEDERAL SAVINGS AND LOAN ASSOCIATION

                        1984 INCENTIVE STOCK OPTION PLAN

1. Purpose of the Plan. The Plan shall be known as the York Federal  Savings and
Loan Association  1984 Incentive Stock Option Plan (the "Plan").  The purpose of
the Plan is to attract and retain the best  available  personnel as officers and
key employees and to provide  additional  incentive to employees of York Federal
Savings and Loan Association (the "Association") or any present or future parent
or subsidiary  of the  Association  to promote the success of the business.  The
Plan is intended to provide for the grant of "Incentive  Stock Options",  within
the meaning of Section  422A of the Internal  Revenue  Code of 1954,  as amended
(the  "Code").  Each and every one of the  provisions  of the Plan  relating  to
Incentive  Stock Options shall be interpreted to conform to the  requirements of
Section 422A of the Code.

2.       Definitions. As used herein, the following definitions shall apply.

     (a) "Association" shall mean York Federal Savings and Loan Association.

     (b) "Award" means the grant by the Committee of an Incentive  Stock Option,
or a Stock Appreciation  Right, or any combination  thereof,  as provided in the
Plan.

     (c) "Board" shall mean the Board of Directors of the Association.

     (d) "Common Stock" shall mean common stock,  par value $1.00 per share,  of
the Association.

     (e) "Code" shall mean the Internal Revenue Code of 1954, as amended.

     (f)  "Committee"  shall mean the Stock  Option  Committee  appointed by the
Board in accordance with paragraph 4(a) of the Plan.

     (g)  "Continuous  Employment" or "Continuous  Status as an Employee"  shall
mean the  absence  of any  interruption  or  termination  of  employment  by the
Association  or any present or future Parent or  subsidiary of the  Association.
Employment  shall  not be  considered  interrupted  in the  case of sick  leave,
military leave or any other leave of absence  approved by the  Association or in
the case of transfers  between  payroll  locations of the Association or between
the Association, its Parent, its Subsidiaries or a successor.

     (h)  "Disability"  shall mean unable to engage in any  substantial  gainful
activity  by reason of physical  or mental  impairment  which can be expected to
result in death or which his lasted or can be expected to last for a  continuous
period of not less than 12 months.

     (i) "Effective Date" shall mean the date specified in Section 14 hereof.

     (j) "Employee"  shall mean any person  employed on a full-time basis by the
Association or any present or future Parent or Subsidiary of the Association.

     (k) "Incentive  Stock Option" means an option to purchase Shares granted by
the Committee  pursuant to Section 4 hereof which is subject to the  limitations
and  restrictions  of Section 7 hereof and is intended to qualify  under Section
422A of the Code.

     (1) "Option" shall mean an incentive or Non-Incentive  Stock Option granted
pursuant to this Plan.

<PAGE>


     (m) "Optioned Stock" shall mean stock subject to an Option granted pursuant
to the Plan.

     (n) "Optionee" shall mean any person who receives an Option.

     (o) "Parent" shall mean any present or future  corporation which would be a
"parent corporation" as defined in Subsections 425(e) and (g) of the Code.

     (p)  "Participant"  means any officer or key employee of the Association or
any Parent or  Subsidiary  of the  Association  or any other person  providing a
service to the Association who is selected by the Committee or the Board, acting
pursuant to Section 5, to receive an Award.

     (q) "Plan" shall mean the York Federal  Savings and Loan  Association  1984
Incentive Stock Option Plan.

     (r) "Related" means (i) in the case of a Stock Appreciation  Right, a Stock
Appreciation  Right  which is  granted  in  connection  with,  and to the extent
exercisable,  in whole or in part, in lieu of, an Option and (ii) in the case of
an  Option,  an  Option  with  respect  to  which  and to  the  extent  a  Stock
Appreciation Right is exercisable, in whole or in part, in lieu thereof has been
granted.

     (s)  "Stock  Appreciation  Right"  means a stock  appreciation  right  with
respect to Shares granted by the Committee pursuant to Section 11 hereof.

     (t) "Share" shall mean one share of the Common Stock.

     (u) "Subsidiary"  shall mean any present or future  corporation which would
be a "subsidiary  corporation"  as defined in Subsections  425(f) and (g) of the
Code.

3. Shares Subject to the Plan. Except as otherwise required by the provisions of
Section 12 hereof,  the aggregate  number of Shares with respect to which Awards
may be made  pursuant  to  this  Plan  or the  York  Federal  Savings  and  Loan
Association 1984 Non-Incentive Stock Option Plan shall not exceed 84,800 shares.
Such Shares may either be authorized but unissued or treasury shares.

     Shares which are subject to Stock  Appreciation  Rights and related Options
shall be counted only once in  determining  whether the maximum number of Shares
with respect to which Awards may be granted under the Plan has been exceeded. An
Award shall not be  considered  to have been made under the Plan with respect to
any Option or Stock  Appreciation  Right which  terminates and new Awards may be
granted  under the Plan with  respect  to the  number of Shares as to which such
termination has occurred.

4.   Administration of the Plan.

     (a) (i)  Composition of the  Committee.  Except as indicated in paragraph 4
(a) (ii) below,  the Plan shall be administered by the Committee,  consisting of
at least three  directors of the Association  appointed by the Board.  Officers,
key  employees and other  persons who are  designated by the Committee  shall be
eligible to receive Awards under the Plan, and all persons designated as members
of the Committee  shall be  "disinterested  persons"  within the meaning of Rule
16b-3 under the Securities Exchange Act of 1934.

     (ii) For the sole  purpose  of  granting  options to  otherwise  ineligible
members of the  Committee,  the Board may designate  members of the Committee to
receive  Awards under the Plan,  with members of the Committee  abstaining  from
voting on such designations.  A majority of the entire Board,  excluding members
of the Committee,  shall constitute a quorum and the action of a majority of the
members  of the

<PAGE>


Board present at any meeting at which a quorum is present,  excluding members of
the Committee,  shall be deemed the action of the Board.  In this capacity,  the
Board shall be  "disinterested  persons"  within the meaning of Rule 16b-3 under
the Securities Exchange Act of 1934.

     The Committee  shall not interpret the Plan or prescribe,  amend or rescind
rules and  regulations  relating to the Plan,  or exercise  such other power and
authority  as may be  delegated to it by the Board from time to time which would
cause the  Board,  acting in its  capacity  to grant  options  to members of the
Committee,  to cease to qualify as  disinterested  persons for  purposes of this
paragraph.

     (b) Powers of the Committee.  The Committee is authorized  (but only to the
extent not  contrary to the  express  provisions  of the Plan or to  resolutions
adopted by the Board) to interpret  the Plan,  to  prescribe,  amend and rescind
rules and regulations relating to the Plan, to determine the form and content of
Awards to be issued under the Plan and to make other determinations necessary or
advisable for the  administration  of the Plan,  and shall have and may exercise
such other power and  authority as may be delegated to it by the Board from time
to time. A majority of the entire  Committee  shall  constitute a quorum and the
action of a majority of the members  present at any meeting at which a quorum is
present  shall be  deemed  the  action  of the  Committee.  In no event  may the
Committee revoke outstanding Awards without the consent of the Participant.

     The  President  of the  Association  and such  other  officers  as shall be
designated  by the  Committee  are  hereby  authorized  to  execute  instruments
evidencing Awards on behalf of the Association and to cause them to be delivered
to the Participants.

     (c) Effect of  Committee's  Decision.  All  decisions,  determinations  and
interpretations  of the Committee  shall be final and  conclusive on all persons
affected thereby.

     5. Eligibility.  Awards may be granted to officers, key employees and other
persons.  The Committee or the Board, as the case maybe, shall from time to time
determine  the  officers,  key  employees and other persons who shall be granted
Options  or Awards  under  the  Plan,  the  number  to be  granted  to each such
officers,  directors,  key  employees  and other  persons  under  the  Plan.  In
selecting  Participants  and in determining the number of shares of Common Stock
to be granted to each such Participant  pursuant to each Award granted under the
Plan,  the  Committee  may consider the nature of the services  rendered by each
such Participant,  each such Participant's current and potential contribution to
the  Company,  and  such  other  factors  as the  Committee  may,  in  its  sole
discretion,  deem relevant. Officers and key employees or other persons who have
been granted an Award may, if otherwise eligible,  be granted additional Options
or Awards.

     The aggregate  fair market value  (determined  as of the date the Option is
granted)  of the Shares  for which any  Employee  may be granted  Options in any
calendar  year (under all Incentive  Stock Option  plans,  as defined in Section
422A of the  Code,  of the  Association  or any  present  or  future  Parent  or
Subsidiary of the Association) shall not exceed $100,000,  plus any unused limit
carryover   to  such  year,   as  defined  in  Section   422A(c)  of  the  Code.
Notwithstanding  the prior provisions of this Section 5, the Committee may grant
Options in excess of the foregoing limitations,  provided said Options shall be,
clearly and  specifically  designated as not being Incentive  Stock Options,  as
defined in Section 422A of the Code.

6. Term of Plan.  The Plan shall continue in effect for a term of ten (10) years
from the Effective  Date,  unless sooner  terminated  pursuant to Section 17. No
Option shall be granted  under the Plan after ten (10) years from the  Effective
Date.


<PAGE>


7. Terms and  Conditions of Incentive  Stock  Options.  Incentive  Stock Options
maybe granted only to  Participants  who are  Employees.  Each  Incentive  Stock
Option granted  pursuant to the Plan shall be evidenced by an instrument in such
form as the Committee shall from time to time approve.  Each and every Incentive
Stock Option granted  pursuant to the Plan shall comply with, and be subject to,
the following terms and conditions:

(a) Option Price.

     (i) The price per share at which each Incentive  Stock Option granted under
the Plan may be exercised shall not, as to any particular Incentive Stock Option
be less  than  the  fair  market  value of the  Common  Stock  at the time  such
Incentive  Stock Option is granted.  For such  purposes,  if the Common Stock is
traded  otherwise  than on a  national  securities  exchange  at the time of the
granting  of an Option then the price per share of the  Optioned  Stock shall be
not less than the mean between the bid and asked price on the date the Incentive
Stock  Option is  granted  or, if there be no bid and asked  price on said date,
then on the next prior business day on which there was a bid and asked price. If
no such bid and asked  price is  available,  then the  price per share  shall be
determined  by the  Committee.  If the  Common  Stock is  listed  on a  national
securities  exchange at the time of the granting an Incentive Stock Option, then
the price per share shall be not less than the average of the highest and lowest
selling  price on such  exchange  on the date  such  Incentive  Stock  Option is
granted  or, if there  were no sales on said date,  then the price  shall be not
less than the mean between the bid and asked price on such date.

     (ii) In the case of an Employee  who owns Common  Stock  representing  more
than ten percent (10%) of the outstanding Common Stock at the time the Incentive
Stock Option is granted, the Incentive Stock Option price shall not be less than
one hundred and ten percent  (110%) of the fair market value of the Common Stock
at the time the Incentive Stock Option is granted.

(b) Payment.

     Full payment for each share of Common Stock  purchased upon the exercise of
any Incentive  Stock Option  granted under the Plan shall be made at the time of
exercise  of each  such  Incentive  Stock  Option  and shall be paid in cash (in
United States Dollars),  Common Stock or a combination of cash and Common Stock.
Common Stock utilized in full or partial  payment of the exercise price shall be
valued at its fair market value at the date of exercise.  The Association  shall
accept full .or partial payment in Common Stock only to the extent  permitted by
applicable  law. No shares of Common  Stock shall be issued  until full  payment
therefore has been received by the  Association,  and no Optionee shall have any
of the rights of a shareholder of the  Association  until shares of Common Stock
are issued to him.

(c) Term of Incentive Stock Option.

The term of each Incentive  Stock Option  granted  pursuant to the Plan shall be
not more ten (10)  years  from the date  each  such  Incentive  Stock  Option is
granted,  provided  that in the case of an Employee who owns stock  representing
more than 10% of the Common Stock  outstanding  at, the time the Incentive Stock
Option is granted,  the term of the Incentive Stock Option shall not exceed five
(5) yes.

(d) Exercise Generally.

     Except as otherwise provided in Section 8 hereof, no Incentive Stock Option
may be  exercised  unless  the  optionee  shall  have been in the  employ of the
Association  at all times during the period  beginning with the date of grant of
any such Incentive Stock Option and ending on the date three (3) months prior to
the date of exercise of any such  Incentive  Stock Option.  The  Committee,  may
impose  additional  conditions  upon the right of an Optionee  to  exercise  any
Incentive  Stock Option granted



<PAGE>


hereunder  which  are  not  inconsistent  with  the  terms  of the  Plan  or the
requirements  for  qualification as an Incentive Stock Option under Section 422A
of the Code.

(e) Serial Exercise.

     No Incentive  Stock Option granted  pursuant to the Plan shall be exercised
by any Optionee while there is  outstanding  (as such term is defined in Section
422A of the Code) any incentive stock option which was granted prior to the date
of grant of such Incentive Stock Option.  to such Optionee,  whether pursuant to
the Plan or any other plan of the Association.  In the event that any additional
Incentive  Stock  Option is granted at a later date  pursuant to the Plan to any
Optionee,  the instrument  evidencing any such additional Incentive Stock Option
shall include the following provisions:

         "This  incentive  stock  option  is  not  exercisable  while  there  is
         outstanding  (within the meaning of Section  422A(c)(7) of the Internal
         Revenue Code of 1954, as amended) any Incentive  Stock Option which was
         granted  prior to the date of the grant  hereof  to the  holder of this
         stock option to purchase shares of common stock of York Federal Savings
         and Loan Association or any of its subsidiaries."

(f) Transferability.

     Any Incentive Stock Option granted  pursuant to the Plan shall be exercised
during any  Optionee's  lifetime only by the Optionee to whom it was granted and
shall not be assignable or transferable otherwise than by will or by the laws of
descent and distribution.

8. Effect of Termination of Employment,  Disability or Death on Incentive  Stock
Options.

(a) Termination of Employment.

     In the event that any Optionee's  employment by the Company shall terminate
for any  reason,  other than  Permanent  and Total  Disability  (as such term is
defined in Section 105 (d) (4) of the Code) or death, all of any such Optionee's
Incentive Stock Options,  and all of any such  Optionee's  rights to purchase or
receive  shares of Common  Stock  pursuant  thereto,  as the case may be,  shall
automatically terminate on the date of such termination of employment.  However,
no termination of an Optionee's  Incentive  Stock Options shall occur if, and to
the extent  that,  the  Committee  authorizes  the Optionee to exercise any such
Incentive  Stock  Options at any time prior to the  expiration  of not more than
three (3) months after the date of such termination of employment,  but only if,
and to the extent that, the Optionee was entitled to exercise any such Incentive
Stock Options at the date of such termination of employment. In the event that a
subsidiary  ceases to be a subsidiary of the Association,  the employment of all
of its employees who are not immediately thereafter employees of the Association
shall be deemed to  terminate  upon the date such  subsidiary  so ceases to be a
subsidiary of the Association.

(b) Disability.

     In the  event  that any  Optionee's  employment  by the  Association  shall
terminate as the result of the Permanent and Total  disability of such Optionee,
such Optionee may exercise any Incentive  Stock Options  granted to him pursuant
to the Plan at any time prior to the earlier of the respective  expiration dates
of any such Incentive Stock Options or (ii) the date which is one year after the
date of such termination of employment, but only if, and to the extent that, the
Optionee was entitled to exercise any such  Incentive  Stock Options at the date
of such termination of employment.

<PAGE>


(c) Death.

     In the event of the death of any  Optionee,  any  Incentive  Stock  Options
granted to any such  Optionee  may be exercised by the person or persons to whom
the Optionee's  rights under any such Incentive Stock Options pass by will or by
the laws of descent and distribution (including the Optionee's estate during the
period of  administration)  at any time prior to three (3) months after the date
of death of such  Optionee (or such later period not  exceeding  one (1) year to
which the Committee may, in its  discretion,  extend such period),  but only if,
and to the extent that, the Optionee was entitled to exercise any such Incentive
Stock  Options at the date of death.  For  purposes of this  Section  8(c),  any
Incentive  Stock Option held by an Optionee  shall be considered  exercisable at
the  date of.  his  death if the only  unsatisfied  condition  precedent  to the
exercisability  of such  Incentive  Stock  Option  at the  date of  death is the
passage of a specified period of time.

(d) Incentive Stock Options Deemed Exercisable.

     For purposes of Sections  8(a),  8(b) and 8(c) above,  any Incentive  Stock
Option held by any Optionee  shall be considered  exercisable at the date of the
termination of his employment if, but for the requirement of serial exercise set
forth in Section 7(e) hereof,  any such  Incentive  Stock Option would have been
exercisable  at such date of  termination  of  employment.  Any  exercise of any
Incentive  Stock  Option  granted  pursuant  to the  Plan  which  is  considered
exercisable  pursuant to this Section 8(d) shall  nevertheless be subject to the
provisions and restrictions contained in Section 7(e) hereof.

(e) Termination of Incentive Stock Options.

     To the extent that any Incentive Stock Option granted under the Plan to any
Optionee  whose  employment by the  Association  terminates  shall not have been
exercised  within the  applicable  period set forth in this  Section 9, any such
Incentive  Stock Option,  and all rights to purchase or receive shares of Common
Stock pursuant  thereto,  as the case may be, shall terminate on the last day of
the applicable period.

9. Effect of  Termination of  Employment,  Disability or Death on  Non-Incentive
Stock Options.  The terms and conditions of Non-Incentive Stock Options relating
to the effect of the termination of an Optionee's  employment,  disability of an
Optionee or his death shall be such terms and conditions as the Committee shall,
in its sole  discretion,  determine at the time of termination.  The Board shall
make such  determination  regarding  Options granted to members of the Committee
pursuant  to  Section  4 (a) (ii)  hereof  within  two  weeks  after the date of
termination.

10. Right of Repurchase and Restrictions on Disposition.  The Committee,  in its
sole  discretion,  or the Board,  acting  pursuant  to  Section 4 (a) (ii),  may
include,  as a term of any Incentive  Stock Option,  the right (the  "Repurchase
Right"),  but not the obligation,  to repurchase all or any amount of the Shares
acquired by an Optionee pursuant to the exercise of any such Options. The intent
of  the  Repurchase  right  is to  encourage  the  continued  employment  of the
Optionee.  The  Repurchase  Right  shall  provide  for;  among other  things,  a
specified  duration of the Repurchase  Right, a specified  price per Share to be
paid  upon  the  exercise  of the  Repurchase  Right  and a  restriction  on the
disposition  of the Shares by the Optionee  during the period of the  Repurchase
Right.  The Repurchase  Right may permit the Association to transfer or, assign,
such right to another party.  The Association may exercise the Repurchase  Right
only to the extent permitted by applicable law.

11.  Stock  Appreciation  Rights.  A Stock  Appreciation  Right  shall  upon its
exercise,  entitle the  Participant  to whom such Stock  Appreciation  Right was
granted to  receive a number of Shares or cash or  combination  thereof,  as the
Committee in its discretion, or the Board, acting pursuant to Section 4 (a)(ii),




<PAGE>

shall  determine,  the aggregate value of which (i.e.,  the sum of the amount of
cash and/or the fair  market  value of such  Shares on date of  exercise)  shall
equal (as nearly as possible it being understood that the Association  shall not
issue any fractional shares) the amount by which the fair market value per Share
on the date of such  exercise  shall  exceed  the  exercise  price of such Stock
Appreciation  Right,  multiplied  by the number of Shares with  respect of which
such Stock  Appreciation  Right shall have been exercised.  A Stock Appreciation
Right may be related to an Option or may be granted  independently of any Option
as the Committee or the Board, as the case may be, shall  determine  whether and
to what extent a Related Stock  Appreciation Right shall be granted with respect
thereto;  provided, however and notwithstanding any other provision of the Plan,
that if the  Related  Option is an  Incentive  Stock  Option the  Related  Stock
Appreciation Right shall satisfy all the restrictions and limitations of Section
7 hereof as Established Related Stock Appreciation Right were an Incentive Stock
Option.  In the case of Related  Option,  such Related  Option shall cease to be
exercisable  to the extent of the Shares with respect to which the related Stock
Appreciation Right was exercised.  Upon the exercise or termination of a Related
Option any Related Stock Appreciation Right shall terminate to the extent to the
Shares with respect to which the Related Option was exercised or terminated.

12.  Recapitalization,  Merger,  Consolidation,  Change in Control  and  Similar
Transactions.

         (a) Adjustment.

                  Subject  to any  required  action by the  shareholders  of the
         Association,  the aggregate  number of shares of Common Stock for which
         stock  options may be granted  hereunder the number of shares of Common
         Stock covered by each outstanding stock option,  and the exercise price
         per  share of  Common  Stock of each such  stock  option,  shall all be
         proportionately  adjusted for any increase or decrease in the number of
         issued  and  outstanding  shares  of  Common  Stock  resulting  from  a
         subdivision  or  consolidation  of  shares  or the  payment  of a stock
         dividend  (but  only on the  Common  Stock) or any  other  increase  or
         decrease in the number of such shares of Common Stock effected  without
         the receipt of consideration by the Association.

          (b) Change in Control.

                 All outstanding options shall become immediately exercisable in
         the event of change in  control  or  imminent  change in control of the
         Association,  as  determined  by the  Committee.  For  purposes of this
         Section,  "change in  control"  shall  mean:  (i) the  execution  of an
         agreement for the sale of all, or a material portion,  of the assets of
         the  Association;  (ii) the  execution of an agreement  for a merger or
         recapitalization  of the Association or any merger or  recapitalization
         whereby the Association is not the surviving entity;  (iii) a change of
         control of the Association,  as otherwise  defined or determined by the
         Federal Home Loan Bank Board or regulations  promulgated by it; or (iv)
         the acquisition,  directly or indirectly,  of the beneficial  ownership
         (within the meaning of that term as it is used in Section 13 (d) of the
         Securities  Exchange Act of 1934 and the rules promulgated  thereunder)
         of ten percent (10%) or more of the  outstanding  voting  securities of
         the Association by any person, trust, entity or group.

         (c) Extraordinary Corporate Action.

                 Subject  to any  required  action  by the  shareholders  of the
         Association,  in the event of any Change in Control,  recapitalization,
         merger,  consolidation,  exchange of shares, spin-off,  reorganization,
         tender offer,  liquidation or other  extraordinary  corporate action or
         event,  the Committee,  in its sole  discretion,  or the Board,  acting
         pursuant  to  Section  4 (a)  (ii),  shall  have  the  power,  prior or
         subsequent to such action or event to:

<PAGE>


              (i)  appropriately  adjust  the  number of shares of Common  Stock
         subject to each stock  option,  the exercise  price per share of Common
         Stock, and the consideration to be given or received by the Association
         upon the exercise of any outstanding Option;

              (ii) cancel any or all previously  granted Options,  provided that
         appropriate  consideration  is  paid  to  the  Optionee  in  connection
         therewith; and/or

             (iii) make such other  adjustments  in connection  with the Plan as
         the Committee, in its sole discretion, or the Board, acting pursuant to
         Section  4  (a)  (ii)  deems  necessary,   desirable,   appropriate  or
         advisable;  provided,  however,  that no  action  shall be taken by the
         Committee which would cause Incentive Stock Options granted pursuant to
         the Plan to fail to meet the requirements of Section 422A of the Code.

                  Except  as  expressly  provided  in  Section  12(a)  and 12(b)
         hereof,  no Optionee  shall have any rights by reason of the occurrence
         of any of the events described in this Section 12.

         (d) Acceleration.

                  The Committee  shall at all times have the power to accelerate
         the exercise date of Options  previously  granted under the Plan. In no
         event,  however,  will such  action  permit  Participants  to  exercise
         Incentive  Stock  Options in an order  other than  provided  in Section
         7(e).  The Board shall have such power when it acts to grant Options to
         members of the Committee.

13.  Time of  Granting  Options.  The date of grant of an Option  under the Plan
shall, for all purposes, be the date on which the Committee or the Board, acting
pursuant to Section 4, makes the  determination of granting such Option.  Notice
of the  determination  shall be given to each  Employee  to whom an Option is so
granted within a reasonable time after the date of such grant.

14.  Effective Date. The Plan shall become  effective upon the completion of the
Association's conversion from mutual to stock form. Options may be granted prior
to ratification of the Plan by the  stockholders if the exercise of such Options
is subject to such stockholder ratification.

15. Approval by Shareholders.  The Plan shall be approved by stockholders of the
Association  within  twelve  (12)  months  before or after  the date it  becomes
effective.

 16.  Modification of Options.  At any time and from time to time, the Board may
authorize the  Committee to direct the execution of an instrument  providing for
the  modification  of any  outstanding  Option,  provided no such  modification,
extension  or renewal  shall  confer on the  holder of said  Option any right or
benefit which could not be conferred on him by the grant of a new Option at such
time, or shall not materially  decrease the Optionee's benefits under the Option
without the consent of the holder of the Option,  except as otherwise  permitted
under Section 17 hereof.  The Board may make such  modifications,  extensions or
renewals directly regarding Options it may grant to members of the Committee.

17.      Amendment and Termination of the Plan.

         (a) Action by the Board.

                  The Board may alter,  suspend or discontinue the Plan,  except
         that no action of the Board may  increase  (other  than as  provided in
         Section 12) the maximum number of shares permitted to be optioned under
         the Plan,  materially  increase the benefits  accruing to  participants
         under the Plan or materially  modify the  requirements  for eligibility
         for  participation in the Plan unless such



<PAGE>

          action of the Board shall be subject to approval  or  ratification  by
          the shareholders of the Association.

         (b) Change in Applicable Law.

                  Notwithstanding  any other provision contained in the Plan, in
         the event of a change in any federal or state law,  rule or  regulation
         which would make the exercise of all or part of any previously  granted
         Incentive  Stock  Option  unlawful  or subject the  Association  to any
         penalty,  the Committee or the Board, acting pursuant to Section 4, may
         restrict any such exercise without the consent of the Optionee or other
         holder thereof in order to comply with any such law, rule or regulation
         or to avoid any such penalty.

18. Conditions Upon Issuance of Shares.  Shares shall not be issued with respect
to any Option  granted  under the Plan unless the  issuance and delivery of such
Shares shall  comply with all relevant  provisions  of law,  including,  without
limitation,  the Securities Act of 1933, as amended,  the rules and  regulations
promulgated thereunder, any applicable state securities law and the requirements
of any stock exchange upon which the Shares may then be listed.

     The  inability of the  Association  to obtain from any  regulatory  body or
authority  deemed by the  Association's  counsel to be  necessary  to the lawful
issuance and sale of any Shares  hereunder  shall relieve the Association of any
liability in respect of the non-issuance or sale of such Shares.

     As a condition to the exercise of an Option,  the  Association  may require
the person exercising the Option to make such  representations and warranties as
may  be  necessary  to  assure  the   availability  of  an  exemption  from  the
registration requirements of federal or state securities law.

19.  Reservation  of Shares.  During the term of the Plan the  Association  will
reserve  and keep  available  a number  of  Shares  sufficient  to  satisfy  the
requirements of the Plan.

20. Unsecured Obligation.  No Participant under the Plan shall have any interest
in any fund or  special  asset of the  Association  by reason of the Plan or the
grant of any Incentive or  Non-Incentive  Stock Option to him under the Plan. No
trust  fund shall be  created  in  connection  with the Plan or any grant of any
Incentive or Non-Incentive Stock Option hereunder and there shall be no required
funding of amounts which may become payable to any participant.

21.  Withholding-Tax.  The  Association  shall have the right to deduct from all
amounts paid in cash with respect to the exercise of a Stock  Appreciation Right
under the Plan any taxes  required  by law to be withheld  with  respect to such
cash payments. Where a Participant or other person is entitled to receive Shares
pursuant to the exercise of an Option of Stock  Appreciation  Right  pursuant to
the Plan,  the  Association  shall have the right to require the  Participant or
such  other  person to pay the  Association  the  amount of any taxes  which the
Association  is required to withhold  with respect to such  Shares,  or, in lieu
thereof,  to retain,  or sell without notice, a number of such Shares sufficient
to cover the amount required to be withheld.

22.  Governing  Law. The Plan shall be governed by and  construed in  accordance
with the laws of the Commonwealth of Pennsylvania.




<PAGE>




                                  EXHIBIT 10.2


<PAGE>


                              YORK FINANCIAL CORP.

                              (THE HOLDING COMPANY
                                       FOR
                    YORK FEDERAL SAVINGS AND LOAN ASSOCIATION
                               YORK, PENNSYLVANIA)

                      1992 STOCK OPTION AND INCENTIVE PLAN

1. Purpose of the Plan. The Plan shall be known as the York Financial Corp. 1992
Stock  Option and  Incentive  Plan (the  "Plan").  The purpose of the Plan is to
attract and retain the best available personnel as officers and employees and to
provide  additional   incentive  to  employees  of  York  Financial  Corp.  (the
"Corporation")  or any present or future parent or subsidiary of the Corporation
and to promote the success of the business.  The Plan is intended to provide for
the grant of "Incentive Stock Options", within the meaning of Section 422 of the
Internal  Revenue Code of 1986, as amended (the  "Code").  Each and every one of
the  provisions  of the  Plan  relating  to  Incentive  Stock  Options  shall be
interpreted to conform to the requirements of Section 422 of the Code.

2.   Definitions. As used herein, the following definitions shall apply.

     (a) "Association" shall mean York Federal Savings and Loan Association.

     (b) "Award" means the grant by the Committee of an Incentive  Stock Option,
a Non-Incentive  Stock Option or a Stock Appreciation  Right, or any combination
thereof, as provided in the Plan.

     (c) "Board" shall mean the Board of Directors of the Corporation.

     (d) "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (e) "Common Stock" shall mean common stock,  $1.00 par value per share,  of
the Corporation.

     (f)  "Committee"  shall mean the Stock  Option  Committee  appointed by the
Board in accordance with paragraph 4(a) of the Plan.

     (g)  "Continuous  Employment" or "Continuous  Status as an Employee"  shall
mean the  absence  of any  interruption  or  termination  of  employment  by the
Corporation  or any present or future Parent or  Subsidiary of the  Corporation.
Employment  shall  not be  considered  interrupted  in the  case of sick  leave,
military leave or any other leave of absence  approved by the  Corporation or in
the case of transfers  between  payroll  locations of the Corporation or between
the Corporation, its Parent, its Subsidiaries or a successor.

     (h) "Corporation" shall mean York Financial Corp. a holding company.

     (i) "Effective Date" shall mean the date specified in Section 15 hereof.

     (j)  "Employee"  shall mean any person  employed by the  Corporation or any
present or future Parent or Subsidiary of the Corporation.

<PAGE>


     (k)  "Incentive  Stock Option" or "ISO" means an option to purchase  Shares
granted by the  Committee  pursuant to Section 7 hereof  which is subject to the
limitations  and  restrictions  of Section 7 hereof and is  intended  to qualify
under Section 422 of the Code.

     (1)  "Non-Incentive  Stock Option" or "Non-ISO" means an option to purchase
Shares  granted by the  Committee  pursuant  to  Section 8, which  option is not
intended to qualify under Section 422 of the Code.

     (m) "Option" shall mean an Incentive or Non-Incentive  Stock Option granted
pursuant to this Plan.

     (n) "Optioned Stock" shall mean stock subject to an Option granted pursuant
to the Plan.

     (o) "Optionee" shall mean any person who receives an Option.

     (p) "Parent" shall mean any present or future  corporation which would be a
"parent corporation" as defined in Subsections 425(e) and (g) of the Code.

     (q)  "Participant"  means any officer or key employee of the Corporation or
any Parent or  Subsidiary  of the  Corporation  or any other person  providing a
service to the Corporation who is selected by the Committee to receive an Award.

     (r)  "Plan"  shall mean the York  Financial  Corp.  1992  Stock  Option and
Incentive Plan.

     (s) "Related" means (i) in the case of a Stock Appreciation  Right, a Stock
Appreciation  Right  which is  granted  in  connection  with,  and to the extent
excercisable, in whole or in part, in lieu of, an Option and (ii) in the case of
an  Option,  an  Option  with  respect  to  which  and to  the  extent  a  Stock
Appreciation Right is exercisable, in whole or in part, in lieu thereof has been
granted.

     (t) "Share" shall mean one share of the Common Stock.

     (u)  "Stock,  Appreciation  Right"  means a stock  appreciation  right with
respect to Shares granted by the Committee pursuant to Section 11 hereof.

     (v) "Subsidiary"  shall mean any present or future  corporation which would
be a "subsidiary  corporation"  as defined in Subsections  425(1) and (g) of the
Code.

3. Shares Subject to the Plan. Except as otherwise required by the provisions of
Section 13 hereof,  the aggregate  number of Shares with respect to which Awards
may be made pursuant to the Plan shall not exceed  128,336  shares.  Such Shares
may either be authorized but unissued or treasury shares.

     Shares  which are subject to Stock  Appreciation  Rights and other  related
Options shall be counted only once in determining  whether the maximum number of
Shares  with  respect to which  Awards  may be  granted  under the Plan has been
exceeded. An Award shall not be considered to have been made under the Plan with
respect to any Option which  terminates  and new Awards may be granted under the
Plan with  respect  to the  number of Shares as to which  such  termination  has
occurred.

4.    Administration of the Plan.

     (a) Composition of the Committee.

<PAGE>


     The Plan shall be administered by the Committee  consisting of at least two
directors of the Corporation appointed by the Board Officers,  key employees and
other persons who are  designated by the Committee  shall be eligible to receive
Awards under the Plan,  and all persons  designated  as members of the Committee
shall be  "disinterested  persons"  within the  meaning of Rule 16b-3  under the
Securities Exchange Act of 1934 as amended.

         A  "disinterested  person"  is an  administrator  who  at the  time  he
exercises  discretion in administering  the Plan has not, at any time within one
year prior  thereto,  received a  discretionary  grant or award  pursuant to any
stock option plan of the Corporation or any of its affiliates.

         (b)      Powers of the Committee.

     The  Committee  is  authorized  (but only to the extent not contrary to the
expressed  provisions  of the Plan or to  resolutions  adopted  by the Board) to
interpret  the Plan,  to  prescribe,  amend and  rescind  rules and  regulations
relating to the Plan,  to determine  the form and content of Awards to be issued
under the Plan and to make other  determinations  necessary or advisable for the
administration of the Plan, and shall have and may exercise such other power and
authority  as may be  delegated to it by the Board firm time to time. A majority
of the entire  Committee shall  constitute a quorum and the action of a majority
of the  members  present at any  meeting  at which a quorum is present  shall be
deemed  the  action  of the  Committee.  In no event  may the  Committee  revoke
outstanding Awards without the consent of the Participant.

     The  Chairman  of the  Corporation  and  such  other  officers  as shall be
designated  by the  Committee  are  hereby  authorized  to  execute  instruments
evidencing Awards on behalf of the Corporation and to cause them to be delivered
to the Participants.

     (c) Effect of Committee's Decision.

     All decisions, determinations and interpretations of the Committee shall be
final and conclusive on all persons affected thereby.

5.    Eligibility.

     (a) Awards may be granted to officers, key employees and other persons. The
Committee  shall from time to time  determine  the  officers,  key employees and
other persons who shall be granted  Options or Awards under the Plan, the number
to be granted to each such  officers,  key employees and other persons under the
Plan, and whether Options granted to each such Participant  under the Plan shall
be Incentive and/or  Non-Incentive Stock Options. In selecting  Participants and
in  determining  the number of shares of Common Stock to be granted to each such
Participant  pursuant to each Award  granted  under the Plan,  the Committee may
consider the nature of the services rendered by each such Participant, each such
Participant's  current and potential  contribution to the Corporation,  and such
other  factors as the  Committee  may, in its sole  discretion,  deem  relevant.
Officers,  key employees or other persons who have been granted an Award may, if
otherwise eligible, be granted additional Options or Awards.

     (b) The aggregate  fair market value  (determined as of the date the Option
is granted)  of the Shares with  respect to which  Incentive  Stock  Options are
exercisable  for the first time by each  Employee  during the  calendar  year in
which they are first  exercisable  (under all Incentive  Stock Option plans,  as
defined in Section 422 of the Code, of the  Corporation or any present or future
Parent  or  Subsidiary   of  the   Corporation)   shall  not  exceed   $100,000.
Notwithstanding  the prior provisions of this Section 5, the Committee may grant
Options in excess of the foregoing  limitations,  provided said Options shall be

<PAGE>

clearly and  specifically  designated as not being Incentive  Stock Options,  as
defined in Section 422 of the Code.

6. Term of Plan.  The Plan shall continue in effect for a term of ten (10) years
from the Effective  Date,  unless sooner  terminated  pursuant to Section 18. No
Option shall be granted  under the Plan after ten (10) years from the  Effective
Date.

7. Terms and Conditions of Incentive Stock Options.  Incentive Stock Options may
be granted only to Participants  who are Employees.  Each Incentive Stock Option
granted pursuant to the Plan shall be evidenced by an instrument in such form as
the Committee  shall from time to time approve.  Each and every  Incentive Stock
Option  granted  pursuant to the Plan shall comply with,  and be subject to, the
following terms and conditions:

     (a) Option Plan.

                  (i) The price per share at which each  Incentive  Stock Option
         granted under the Plan may be exercised shall not, as to any particular
         Incentive  Stock  Option,  be less  than the fair  market  value of the
         Common Stock at the time such  Incentive  Stock Option is granted.  For
         such purposes, the price will be the closing price on such date.

                  (ii)  In  the  case  of an  Employee  who  owns  Common  Stock
         representing  more than ten  percent  (10%) of the  outstanding  Common
         Stock at the time the Incentive Stock Option is granted,  the Incentive
         Stock  Option  price shall not be less than one hundred and ten percent
         (110%) of the fair  market  value of the  Common  Stock at the time the
         Incentive Stock Option is granted.

     (b) Payment.

     Full payment for each share of Common Stock  purchased upon the exercise of
any Incentive  Stock Option  granted under the Plan shall be made at the time of
exercise  of each  such  Incentive  Stock  Option  and shall be paid in cash (in
United States  Dollars),  bank check,  Common Stock or a combination of cash and
Common Stock.  Common Stock utilized in full or partial  payment of the exercise
price  shall be valued at its fair  market  value at the date of  exercise.  The
Corporation  shall  accept full or partial  payment in Common  Stock only to the
extent  permitted by  applicable  law. No shares of Common Stock shall be issued
until full  payment  therefore  has been  received  by the  Corporation,  and no
Optionee shall have any of the rights of a shareholder of the Corporation  until
shares of Common Stock are issued to him.

     (c) Term of Incentive Stock Option.

     The term of each Incentive Stock Option granted  pursuant to the Plan shall
be tot more than ten (10) years from the date each such  Incentive  Stock Option
is granted, provided that in the case of an Employee who owns stock representing
more than 10% of the Common Stock  outstanding  at the time the Incentive  Stock
Option is granted,  the term of the Incentive Stock Option shall not exceed five
(5) years.

     (d) Exercise Generally.

     Except as otherwise provided in Section 9 hereof, no Incentive Stock Option
may be  exercised  unless  the  Optionee  shall  have been in the  employ of the
Corporation  at all times during the period  beginning with the date of grant of
any such Incentive Stock Option and ending on the date three (3) months prior to
the date of exercise of any such  Incentive  Stock  Option.  The  Committee  may
impose



<PAGE>

additional  conditions  upon the right of an Optionee to exercise any  Incentive
Stock Option granted  hereunder which are not inconsistent with the terms of the
Plan or the  requirements  for  qualification as an Incentive Stock Option under
Section 422 of the Code.

     (e) Transferability.

     Any Incentive Stock Option granted  pursuant to the Plan shall be exercised
during any  Optionee's  lifetime only by the Optionee to whom it was granted and
shall not be assignable or transferable otherwise than by will or by the laws of
descent and distribution.

8. Terms and Conditions of Non-Incentive Stock Options. Each Non-Incentive Stock
Option granted  pursuant to the Plan shall be evidenced by an instrument in such
form  as the  Committee  shall  from  time  to  time  approve.  Each  and  every
Non-Incentive Stock Option granted pursuant to the Plan shall comply with and be
subject to the following terms and conditions:

     (a) Option Price.

     The exercise price per share of Common Stock for each  Non-Incentive  Stock
Option granted  pursuant to the Plan,  other than Options  granted under Section
7(a) of the Plan, shall be such price as the Committee may determine in its sole
discretion.

     (b) Payment.

     Full payment for each share of Common Stock  purchased upon the exercise of
any Non-Incentive  Stock Option granted under the Plan shall be made at the time
of exercise of each such  Non-Incentive  Stock  Option and shall be paid in cash
(in United States  Dollars),  bank check,  Common Stock or a combination of cash
and Common  Stock.  Common  Stock  utilized  in full or  partial  payment of the
exercise price shall be valued at its fair market value at the date of exercise.
The Corporation shall accept full or partial payment in Common Stock only to the
extent  permitted by  applicable  law. No shares of Common Stock shall be issued
until full payment therefor has been received by the Corporation and no Optionee
shall  have any of the  rights of a  shareholder  of the  Corporation  until the
shares of Common Stock are issued to him.

     (c) Term.

     The term of each  Non-Incentive  Stock Option granted  pursuant to the Plan
shall be not more than ten (10)  years  from the date  each  such  Non-Incentive
Stock Option is granted.

     (d) Exercise Generally.

     The  Committee  may  impose  additional  conditions  upon the  right of any
Participant to exercise any  Non-Incentive  Stock Option granted hereunder which
are not inconsistent with the terms of the Plan.

     (e) Transferability.

     Any  Non-Incentive  Stock  Option  granted  pursuant  to the Plan  shall be
exercised  during any  Optionee's  lifetime  only by the Optionee to whom it was
granted and shall not be assignable or transferable otherwise than by will or by
the laws of descent and distribution.

<PAGE>


9. Effect of Termination of Employment.  Disability or Death on Incentive  Stock
Options.

     (a) Termination of Employment.

     In the  event  that any  Optionee's  employment  by the  Corporation  shall
terminate for any reason,  other than  Permanent and Total  Disability  (as such
term is  defined  in  Section  22(e)(3)  of the Code) or death,  all of any such
Optionee's  Incentive Stock Options,  and all of any such  Optionee's  rights to
purchase or receive shares of Common Stock pursuant thereto, shall automatically
terminate  on the  earlier of (i) the  respective  expiration  dates of any such
Incentive Stock Options or (ii) the expiration of not more than three (3) months
after the date of such termination of employment, but only if, and to the extent
that, the Optionee was entitled to exercise any such Incentive  Stock Options at
the date of such  termination  of  employment.  In the event  that a  subsidiary
ceases to be a  subsidiary  of the  Corporation,  the  employment  of all of its
employees who are not immediately  thereafter employees of the Corporation shall
be  deemed  to  terminate  upon the  date  such  subsidiary  so  ceases  to be a
subsidiary of the Corporation.

     (b) Disability.

     In the  event  that any  Optionee's  employment  by the  Corporation  shall
terminate as the result of the Permanent and Total  Disability of such Optionee,
such Optionee may exercise any Incentive  Stock Options  granted to him pursuant
to the Plan at any time prior to the  earlier of (i) the  respective  expiration
dates of any such Incentive Stock Options or (ii) the date which is one (1) year
after the date of such termination of employment, but only if, and to the extent
that, the Optionee was entitled to exercise any such Incentive  Stock Options at
the date of such termination of employment.

     (c) Death.

     In the event of the death of any  Optionee,  any  Incentive  Stock  Options
granted to any such  Optionee  may be exercised by the person or persons to whom
the Optionee's  rights under any such Incentive Stock Options pass by will or by
the laws of descent and distribution (including the Optionee's estate during the
period of  administration)  at any time or to the earlier of (i) the  respective
expiration  dates of any such Incentive  Stock Options or (ii) the date which is
one (1) year  after the date of death of such  Optionee  but only if, and to the
extent that,  the Optionee  was  entitled to exercise any such  Incentive  Stock
Options at the date of death.  For purposes of this Section 9(c),  any Incentive
Stock Option held by an Optionee shall be considered  exercisable at the date of
his death if the only unsatisfied  condition  precedent to the exercisability of
such  Incentive  Stock Option at the date of death is the passage of a specified
period of time.

     (d) Incentive Stock Options Deemed Exercisable.

     For purposes of Sections  9(a),  9(b) and 9(c) above,  any Incentive  Stock
Option held by any Optionee  shall be considered  exercisable at the date of the
termination of his employment if any such Incentive Stock Option would have been
exercisable at such date of termination of employment.

     (e) Termination of Incentive Stock Options.

     To the extent that any Incentive Stock Option granted under the Plan to any
Optionee  whose  employment by the  Corporation  terminates  shall not have been
exercised  within the  applicable  period set forth in this  Section 9, any such
Incentive  Stock Option,  and all rights to purchase or receive shares of Common
Stock pursuant  thereto,  as the case may be, shall terminate on the last day of
the applicable period.

<PAGE>


10. Effect of Termination of  Employment,  Disability or Death on  Non-Incentive
Stock Options.  The terms and conditions of Non-Incentive Stock Options relating
to the effect of the termination of an Optionee's  employment,  disability of an
Optionee or his death shall be such terms and conditions as the Committee shall,
in its sole discretion, determine at the time of termination.

11. Right of Repurchase and Restrictions on Disposition.  The Committee,  in its
sole  discretion,  may  include,  as a team of any  Incentive  Stock  Option  or
Non-Incentive  Stock Option,  the right (the  "Repurchase  Right"),  but not the
obligation,  to  repurchase  all or any  amount  of the  Shares  acquired  by an
Optionee  pursuant  to the  exercise  of any such  Options.  The  intent  of the
Repurchase Right is to encourage the continued  employment of the Optionee.  The
Repurchase Right shall provide for, among other things, a specified  duration of
the Repurchase  Right, a specified  price per Share to be paid upon the exercise
of the Repurchase  Right and a restriction  on the  disposition of the Shares by
the Optionee during the period of the Repurchase Right. The Repurchase Right may
permit the  Corporation to transfer or assign such right to another  party.  The
Corporation  may exercise the Repurchase  Right only to the extent  permitted by
applicable law.

12. Stock  Appreciation  Rights.  A Stock  Appreciation  Right  shall,  upon its
exercise, entitle the Participant to whom such Stock Appreciation was granted to
receive a number of Shares or cash or combination  thereof,  as the Committee in
its discretion shall  determine,  the aggregate value of which (i.e., the sum of
the  amount  of cash  and/or  the fair  market  value of such  Shares on date of
exercise)  shall  equal (as nearly as  possible,  it being  understood  that the
Corporation shall not issue any fractional  shares) the amount by which the fair
market  value per Share on the date of such  exercise  shall exceed the exercise
price of such Stock Appreciation Right,  multiplied by the number of Shares with
respect of which such Stock  Appreciation  Right  shall have been  exercised.  A
Stock  Appreciation  Right  may be  related  to an  Option  or  may  be  granted
independently of any Option as the Committee shall determine whether and to what
extent a Related Stock Appreciation Right shall be granted with respect thereto;
provided  however and  notwithstanding  any other provision of the Plan, that if
the Related Option is an Incentive Stock Option,  the Related Stock Appreciation
Right shall satisfy all the  restrictions and limitations of Section 7 hereof as
if such Related Stock  Appreciation Right were an Incentive Stock Option. In the
case of a Related  Option,  such Related Option shall cease to be exercisable to
the extent of the Shares with  respect to which the Related  Stock  Appreciation
Right was exercised.  Upon the exercise or termination of a Related Option,  any
Related  Stock  Appreciation  Right shall  terminate  to the extent to which the
Shares with respect to which the Related Option was exercised or terminated.

13.  Recapitalization,  Merger,  Consolidation,  Change in Control  and  Similar
Transactions.

     (a) Adjustment.

     Subject to any required action by the shareholders of the Corporation,  the
aggregate  number  of shares of Common  Stock  for which  stock  options  may be
granted  hereunder,  the  number  of  shares of  Common  Stock  covered  by each
outstanding  stock option,  and the exercise  price per share of Common Stock of
each such stock option,  shall be  proportionately  adjusted for any increase or
decrease  in the  number  of issued  and  outstanding  shares  of  Common  Stock
resulting  from a  subdivision  or  consolidation  of shares or the payment of a
stock  dividend (but only on the Common Stock) or any other increase or decrease
in the number of such  shares of Common  Stock  effected  without the receipt of
consideration by the Corporation.

     (b) Change in Control.

     All outstanding Stock Options shall become  immediately  exercisable in the
event of a change in control or imminent  change in control of the  Corporation,
as  determined  by a  Committee.  In the  event of



<PAGE>

such a change in control or imminent  change in control,  the Optionee shall, at
the discretion of the Committee,  be entitled to receive cash in an amount equal
to the fair  market  value of the  Common  Stock  subject  to any  Incentive  or
Non-Incentive Stock Option over the Option Price of such shares, in exchange for
the surrender of such Options by the Optionee on that date. For purposes of this
Section,  "change in control"  shall mean: (i) the execution of an agreement for
the sale of all, or a material portion,  of the assets of the Corporation;  (ii)
the  execution  of  an  agreement  for  a  merger  or  recapitalization  of  the
Corporation or any merger or recapitalization whereby the Corporation is not the
surviving  entity;  (iii) a change in control of the  Corporation,  as otherwise
defined  or  determined  by the  Office of  Thrift  Supervision  or  regulations
promulgated  by it; or (iv) the  acquisition,  directly  or  indirectly,  of the
beneficial  ownership  (within the meaning of that term as it is used in Section
13(d)  of the  Securities  Exchange  Act of  1934,  as  amended  and  the  rules
promulgated  thereunder) of ten percent (10%) or more of the outstanding  voting
securities of the Corporation by any person,  trust,  entity or group.  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.  For
purposes of this Section,  "imminent change in control" shall refer to any offer
or announcement, oral or written, by any person or persons acting as a group, to
acquire control of the Corporation.  The decision of the Committee as to whether
a change  in  control  or  imminent  change in  control  has  occurred  shall be
conclusive and binding.

     (c) Extraordinary Corporate Action.

     Subject to any required action by the shareholders of the  Corporation,  in
the event of any Change in  Control,  recapitalization,  merger,  consolidation,
exchange of shares, spin-off, reorganization, tender offer, liquidation or other
extraordinary  corporate action or event, the Committee, in its sole discretion,
shall have the power, prior or subsequent to such action or event to:

     (i)  appropriately  adjust the number of shares of Common Stock  subject to
each  stock  option,  the  exercise  price per share of  Common  Stock,  and the
consideration  to be given or received by the  Corporation  upon the exercise of
any outstanding Option;

     (ii)  cancel  any  or  all  previously   granted  Options,   provided  that
appropriate  consideration  is paid to the  Optionee  in  connection  therewith;
and/or

     (iii)  make  such  other  adjustments  in  connection  with the Plan as the
Committee, in its sole discretion,  deems necessary,  desirable,  appropriate or
advisable;  provided,  however,  that no action shall be taken by the  Committee
which would cause Incentive  Stock Options granted  pursuant to the Plan to fail
to meet the requirements of Section 422 of the Code.

     Except as expressly provided in Section 13(a) and 13(b) hereof, no Optionee
shall have any rights by reason of the occurrence of any of the events described
in this Section 13.

     (d) Acceleration.

     The Committee  shall at all times have the power to accelerate the exercise
date of Options previously granted under the Plan.

14.  Time of  Granting  Options.  The date of grant of an Option  under the Plan
shall,  for  all  purposes,  be the  date  on  which  the  Committee  makes  the
determination  of granting  such Option.  Notice of the  determination  shall be
given to each Employee to whom an Option is so granted within a reasonable  time
after the date of such

<PAGE>


15.  Effective  Date.  The Plan shall become  effective  on September  18, 1992.
Options may be granted prior to ratification of the Plan by the  stockholders if
the exercise of such Options is subject to such stockholder ratification.

16. Approval of Stockholders.  The Plan shall be approved by stockholders of the
Corporation  within  twelve  (12)  months  before or after  the date it  becomes
effective.

17.  Modification  of Options.  At any time and from time to time, the Board may
authorize the  Committee to direct the execution of an instrument  providing for
the  modification  of any  outstanding  Option,  provided no such  modification,
extension  or renewal  shall  confer on the  holder of said  Option any right or
benefit which could not be conferred on him by the grant of a new Option at such
time, or shall not materially  decrease the Optionee's benefits under the Option
without the consent of the holder of the Option,  except as otherwise  permitted
under Section 18 hereof.

18. Amendment and Termination of the Plan.

     (a) Action of the Board.

     The Board may alter, suspend or discontinue the Plan, except that no action
of the Board may  increase  (other  than as  provided in Section 13) the maximum
number of shares  permitted to be optioned under the Plan,  materially  increase
the benefits  accruing to Participants  under the Plan or materially  modify the
requirements for eligibility for participation in the Plan unless such action of
the Board shall be subject to approval or  ratification  by the  shareholders of
the Corporation.

     (b) Change in Applicable Law.

     Notwithstanding  any other provision contained in the Plan, in the event of
a change in any Federal or state law,  rule or  regulation  which would make the
exercise of all or part of any previously granted Incentive and/or Non-Incentive
Stock Option unlawful or subject the  Corporation to any penalty,  the Committee
may  restrict  any such  exercise  without the consent of the  Optionee or other
holder  thereof in order to comply with any such law,  rule or  regulation or to
avoid any such penalty.

19. Conditions Upon Issuance of Shares.  Shares shall not be issued with respect
to any Option  granted  under the Plan unless the  issuance and delivery of such
Shares shall  comply with all relevant  provisions  of law,  including,  without
limitation,  the Securities Act of 1933, as amended,  the rules and  regulations
promulgated thereunder, any applicable state securities law and the requirements
of any stock exchange upon which the Shares may then be listed.

     The  inability of the  Corporation  to obtain from any  regulatory  body or
authority  deemed by the  Corporation's  counsel to be  necessary  to the lawful
issuance and sale of any Shares  hereunder  shall relieve the Corporation of any
liability with respect to the nonissuance of such Shares.

     As a condition to the exercise of an Option,  the  Corporation  may require
the person exercising the Option to make such  representations and warranties as
may  be  necessary  to  assure  the   availability  of  an  exemption  from  the
registration requirements of federal or state securities law.

20.  Reservation of Shares.  During the term of the Plan, the  Corporation  will
reserve  and keep  available  a number  of  Shares  sufficient  to  satisfy  the
requirements of the Plan.

21. Unsecured Obligation.  No Participant under the Plan shall have any interest
in any fund or  special  asset of the  Corporation  by reason of the Plan or the
grant of any Incentive or Non-Incentive


<PAGE>

Stock  Option to  him/her  under the Plan.  No trust  fund  shall be  created in
connection  with the Plan or any grant of any Incentive or  Non-Incentive  Stock
Option  hereunder  and there shall be no required  funding of amounts  which may
become payable to any Participant.

22.  Withholding  Tax. The  Corporation  shall have the right to deduct from all
amounts paid in cash with respect to the exercise of a Stock  Appreciation Right
under the Plan any taxes  required  by law to be withheld  with  respect to such
cash payments. Where a Participant or other person is entitled to receive Shares
pursuant to the exercise of an Option or Stock  Appreciation  Right  pursuant to
the Plan,  the  Corporation  shall have the right to require the  Participant or
such  other  person to pay the  Corporation  the  amount of any taxes  which the
Corporation  is required to withhold  with respect to such  Shares,  or, in lieu
thereof,  to retain,  or sell without notice, a number of such Shares sufficient
to cover the amount required to be withheld.

23.  Governing  Law. The Plan shall be governed by and  construed in  accordance
with the laws of the  Commonwealth  of  Pennsylvania,  except to the extent that
Federal law shall be deemed to apply.



<PAGE>






                                  EXHIBIT 10.3


<PAGE>


                              YORK FINANCIAL CORP.

               1992 NON-INCENTIVE STOCK OPTION PLAN FOR DIRECTORS

I.        Purpose

The purpose of the York  Financial  Corp.  Non-Incentive  Stock  Option Plan for
Directors (the "Directors'  Option Plan" or "Plan") is to promote the growth and
profitability  of York Financial Corp. (the "Holding  Company") and York Federal
Savings and Loan Association (the "Association"),  its wholly-owned  subsidiary,
and to provide  outside  directors  of the Holding  Company with an incentive to
achieve  long-term  objectives  of  the  Holding  Company,  attract  and  retain
non-employee  directors of  outstanding  competence  and to provide such outside
directors  with an  opportunity  to acquire an equity  interest  in the  Holding
Company.

II.       Grant of Options

     (A) Initial  Grant to Current  Directors.  Each director as of October 1 of
each year (for purposes of this Directors' Option Plan the term "Director" shall
mean a member of the Board of Directors  of the Holding  Company) is eligible to
be granted  non-tax  qualified  stock  options to purchase  shares of the Common
Stock  ("Common  Stock")  subject to  adjustment as provided in Section IV. Each
Director as of each October 1 subsequent  to the date of adoption of the Plan by
the Board of Directors shall receive immediately exercisable,  non-tax qualified
stock options to purchase  2500 shares per year,  to the extent shares  reserved
pursuant to this Plan are available.  The purchase price per share of the Common
Stock deliverable upon the exercise of each non-tax qualified stock option shall
be the fair market value of the Common Stock on the date of grant.

     (B) Fair Market Value.  For purposes of this  Directors'  Option Plan, when
used in connection  with Common Stock on a certain date, Fair Market Value means
the  reported  closing  price of the Common  Stock as reported  on the  National
Market  System of the  National  Association  of  Securities  Dealers  Automated
Quotation  System ("NASDAQ NMS") or such other national  securities  exchange on
which the shares are traded on the last business day before the date of grant.

III.      Terms and Conditions

     (A) Self-Administration.  The grant of options under the Plan shall be made
pursuant  to  Section  II(A).  Accordingly,  the Plan  should  be  deemed  to be
self-administered under Rule 16b-3 under the Securities Exchange Act of 1934, as
amended.

     (B) Option  Agreement.  Each option shall be evidenced by a written  option
agreement between the Holding Company and the Director  specifying the number of
shares of Common Stock that may be acquired  through its exercise and containing
such other terms and  conditions  which are not  inconsistent  with the terms of
this grant.

     (C)  Termination  of Option.  Each option  shall expire (i) one hundred and
twenty (120) months  following  the date of grant.  If the Director  dies before
fully exercising any portion of an option then  exercisable,  such option may be
exercised by such Director's personal  representative(s),  heir(s) or devisee(s)
at any time within the one (1) year period following his or her death; provided,
however,  that in no event shall the option be exercisable more than one hundred
and twenty (120) months after the date grant.  If the Director is terminated for
cause all options awarded to him shall expire upon such termination.

<PAGE>


     (D) Manner of Exercise.  The option may be exercised  from time to time, in
whole or in part, by delivering a written notice of exercise to the President of
the Holding Company.  Such notice is irrevocable and must be accompanied by full
payment of the purchase  price in cash or by such other means as  determined  by
the Board of Directors.

     (E)  Transferability.  Each option  granted hereby may be exercised only by
the Director to whom it is issued or in the event of the Director's  death,  his
or her personal  representative(s),  heir(s) or devisee(s) pursuant to the terms
of Section III(C).

     (F) Change of Control. In the event of such a change in control or immanent
change in control of the Holding  Company,  the recipient of an option hereunder
shall be entitled to receive cash in an amount equal to the fair market value of
the Common Stock  subject to any option over a option such  shares,  in exchange
for the surrender of such options by the optionee on that date.  For purposes of
this Section,  "change in control" shall mean: (i) the execution of an agreement
for the  sale of all,  or a  material  portion,  of the  assets  of the  Holding
Company;  (ii) the execution of an agreement for a merger or recapitalization of
the  Holding  Company  or any merger or  recapitalization  whereby  the  Holding
Company is not the  surviving  entity;  (iii) a change in control of the Holding
Company,  as otherwise defined or determined by the Office of Thrift Supervision
or regulations promulgated by it or, if applicable, by any other applicable bank
regulatory  agency;  or (iv) the  acquisition,  directly or  indirectly,  of the
beneficial  ownership  (within the meaning of that term as it is used in Section
13(d)  of the  Securities  Exchange  Act of  1934,  as  amended  and  the  rules
promulgated  thereunder) of ten percent (10%) or more of the outstanding  voting
securities of the Holding  Company by any person,  trust,  entity or group.  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.  For
purposes of this Section,  "imminent change in control" shall refer to any offer
or announcement, oral or written, by any person or persons acting as a group, to
acquire control of the Holding Company.

IV. Common Stock Subject to the Directors' Option Plan

     The shares  which shall be issued and  delivered  upon  exercise of options
granted under the Directors'  Option Plan may be either  authorized and unissued
shares of Common Stock or  authorized  and issued shares of Common Stock held by
the Holding  Company as  treasury  stock.  The number of shares of Common  Stock
reserved for issuance under this Directors'  Option Plan shall not exceed 60,000
shares of the Common Stock of the Holding.  Company,  par value $1.00 per share,
subject to  adjustments  pursuant to this Section IV. Any shares of Common Stock
subject  to an option  which for any reason  either  terminates  unexercised  or
expires,  shall again be available  for issuance  under this  Directors'  Option
Plan.

     In the event of any change or changes in the  outstanding  Common  Stock by
reason of a stock dividend or split, recapitalization,  reorganization,  merger,
consolidation,  split-off, combination or any similar corporate change, or other
increase  or  decrease in such  shares  effected  without  receipt or payment of
consideration by the Holding Company, the number of shares of Common Stock which
may be issued under this Directors'  Option Plan, the number of shares of Common
Stock subject to options granted or to be granted under this  Directors'  Option
Plan, and the option price of such options,  shall be automatically  adjusted to
prevent  dilution or  enlargement of the rights granted to a Director under this
Directors' Option Plan.


<PAGE>


V.   Effective Date of the Plan; Shareholder Ratification

     The  Directors'  Option  Plan was  adopted  by the  Board of  Directors  on
September  18,1992 and shall become effective upon  ratification by stockholders
of the Holding  Company at the first annual or special  meeting of  stockholders
held  after  adoption  of the Plan by the  Board  of  Directors.  Following  the
adoption  by the  Board of  Directors,  this  Directors'  Option  Plan  shall be
presented to  shareholders of the Company for  ratification  for purposes of (i)
obtaining favorable treatment under Section 16(b) of the Securities Exchange Act
of 1934; and (ii)  maintaining  listing on the NASDAQ NMS or such other national
securities exchange on which the Common Stock is traded; provided, however, that
the failure to obtain  shareholder  ratification will not effect the validity of
the Plan and the options granted thereunder.

VI.  Termination of the Plan

     The right to grant options under this Directors' Option Plan will terminate
upon the earlier of ten years after the Effective Date of the Plan, the issuance
of the Common Stock or exercise of options equal to the maximum number of shares
of Common  Stock  reserved  for under this Plan.  A majority of the  outstanding
shares of the Common Stock  entitled to vote is required to terminate this Plan;
provided,  however,  no such  termination  shall,  without  the  consent  of the
affected individual,  affect such individual's rights under a previously granted
option.

VII. Applicable Law

     The  Plan  will  be  administered  in  accordance  with  the  laws  of  the
Commonwealth of Pennsylvania to the extent not superseded by Federal law.


<PAGE>


                                  EXHIBIT 10.4


<PAGE>


                              YORK FINANCIAL CORP.

               1995 NON-QUALIFIED STOCK OPTION PLAN FOR DIRECTORS

I.   Purpose

     The purpose of the York Financial  Corp.  1995  Non-Qualified  Stock Option
Plan for Directors  (the  "Directors'  Option Plan" or "Plan") is to promote the
growth and  profitability  of York Financial Corp.  (the "Holding  Company") and
York Federal Savings and Loan Association (the "Association"),  its wholly-owned
subsidiary, and to provide directors of the Holding Company with an incentive to
achieve  long-term  objectives  of  the  Holding  Company,  attract  and  retain
directors  of  outstanding  competence  and to provide  such  directors  with an
opportunity to acquire an equity interest in the Holding Company.

II.  Grant of Options

     (A) Initial  Grants.  Upon the effective  date of the Plan (as set forth in
Section  V  hereof),  each  Director  shall  receive  a grant of an  immediately
exercisable  non-tax qualified stock option covering 15,000 shares of the Common
Stock of the Holding  Company (the "Common Stock") at an exercise price equal to
100% of the Fair Market  Value of the Common  Stock.  For  purposes of the Plan,
"Director" shall mean a member of the Board of Directors of the Holding Company,
including any director who is an employee of the Holding Company.

     (B) Grants Current Directors. Each Director as of each October 1 subsequent
to the date of adoption of the Plan by the Board of Directors  shall  receive an
immediately exercisable,  nontax qualified stock option to purchase 2,500 shares
per year to the extent shares reserved pursuant to this Plan are available at an
exercise price equal to 100% of the Fair Market Value of the Common Stock.

     (C) Fair Market Value.  For purposes of this  Directors'  Option Plan, when
used in  connection  with Common Stock on a certain  date,  "Fair Market  Value"
means the reported  closing price of the Common Stock on the Nasdaq Stock Market
or such other national securities exchange on which the shares are traded on the
last business day before the date of grant.

III. Terms and Conditions

     (A) Self-Administration.  The grant of options under the Plan shall be made
pursuant  to  Section  11.  Accordingly,   the  Plan  should  be  deemed  to  be
self-administered under Rule 16b-3 under the Securities Exchange Act of 1934, as
amended.

     (B) Option  Agreement.  Each option shall be evidenced by a written  option
agreement between the Holding Company and the Director  specifying the number of
shares of Common Stock that may be acquired  through its exercise and containing
such other terms and  conditions  which are not  inconsistent  with the terms of
this grant.

     (C) Termination of Option.  Each option shall expire one hundred and twenty
(120) months  following  the date of grant.  If the  Director  dies before fully
exercising  any  portion  of as option  then  exercisable,  such  option  may be
exercised by such Director's personal  representative(s),  heir(s) or devisee(s)
at any time within the one (1) year period following his or her death; provided,
however,  that in no event shall the option be exercisable more than one hundred
and twenty (120) months after the date grant.  If the Director is terminated for
cause, all options awarded to him shall expire upon such termination.

<PAGE>


     (D) Manner of Exercise.  The option may be exercised  from time to time, in
whole or in part, by delivering a written notice of exercise to the President of
the Holding Company.  Such notice is irrevocable and must be accompanied by full
payment of the purchase  price in cash or by such other means as  determined  by
the Board of Directors.

     (E)  Transferability.  Each option  granted hereby may be exercised only by
the Director to whom it is issued or in the event of the Director's  death,  his
or her personal  representative(s),  heir(s) or devisee(s) pursuant to the terms
of Section III(C).

     (F) Change of  Control.  In the event of a change in  control  or  imminent
change in control of the Holding  Company,  the recipient of an option hereunder
shall be entitled to receive cash in an amount equal to the fair market value of
the Common Stock subject to any option over the option price of such shares,  in
exchange for the  surrender  of such  options by the optionee on that date.  For
purposes of this Section,  "change in control"  shall mean: (i) the execution of
an agreement  for the sale of all, or a material  portion,  of the assets of the
Holding   Company;   (ii)  the  execution  of  an  agreement  for  a  merger  or
capitalization of the Holding Company or any merger or recapitalization  whereby
the Holding  Company is not the surviving  entity;  (iii) a change in control of
the Holding Company,  as otherwise defined or determined by the Office of Thrift
Supervision  or regulations  promulgated  by it or, if applicable,  by any other
applicable  bank  regulatory  agency;  or  (iv)  the  acquisition,  directly  or
indirectly,  of the beneficial  ownership (within the meaning of that term as it
is used in Section13(d)  of the Securities  Exchange Act of 1934, as amended and
the  rules  promulgated  thereunder)  of  ten  percent  (10%)  or  more  of  the
outstanding  voting  securities  of the Holding  Company by any  person,  trust,
entity or group.  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.  For purposes of this Section,  "imminent change in
control"  shall  refer to any offer or  announcement,  oral or  written,  by any
person or persons acting as a group, to acquire control of the Holding Company.

IV.  Common Stock Subject to the Directors' Option Plan

     The shares  which shall be issued and  delivered  upon  exercise of options
granted under the Directors'  Option Plan may be either  authorized and unissued
shares of Common Stock or  authorized  and issued shares of Common Stock held by
the Holding  Company as  treasury  stock.  The number of shares of Common  Stock
reserved for issuance under this Directors' Option Plan shall not exceed 300,000
shares of the Common  Stock of the Holding  Company,  par value $1.00 per share,
subject to  adjustments  pursuant to this Section IV. Any shares of Common Stock
subject  to an option  which for any reason  either  terminates  unexercised  or
expires,  shall again be available  for issuance  under this  Directors'  Option
Plan.

     In the event of any change or changes in the  outstanding  Common  Stock by
reason of a stock dividend or split, recapitalization,  reorganization,  merger,
consolidation,  split-off, combination or any similar corporate change, or other
increase  or  decrease in such  shares  effected  without  receipt or payment of
consideration by the Holding Company, the number of shares of Common Stock which
may be issued under this Directors'  Option Plan, the number of shares of Common
Stock subject to options granted or to be granted under this  Directors'  Option
Plan, and the option price of such options,  shall be automatically  adjusted to
prevent  dilution or  enlargement of the rights granted to a Director under this
Directors' Option Plan.

V.   Effective Date of the Plan; Shareholder Ratification

     The  Directors'  Option Plan was  effective  upon  adoption by the Board of
Directors on January 6, 1995, subject to shareholder  approval.  This Directors'
Option Plan shall be presented  to  shareholders  of the Holding  Company at the
first  annual  meeting  of   shareholders   following  the  effective  date  for

<PAGE>

ratification  for purposes of (i) obtaining  favorable  treatment  under Section
16(b) of the Securities  Exchange Act of 1934; and (ii)  maintaining  listing on
the Nasdaq Stock Market or such other national  securities exchange on which the
Common Stock is traded.

VI.      Amendment; Termination of the Plan

The Board of  Directors  of the  Holding  Company  may  amend,  alter,  suspend,
discontinue,  or terminate the Plan or any portion thereof at any time; provided
that no such amendment, alteration,  suspension,  discontinuation or termination
shall be made  without  shareholder  approval if such  approval is  necessary to
comply with any tax or regulatory requirement,  including for these purposes any
approval  requirement  which is a prerequisite for exemptive relief from Section
16(b) of the  Exchange  Act for which or with which the Board deems it necessary
or  desirable  to  qualify  or  comply.  The right to grant  options  under this
Directors'  Option Plan will  terminate  upon the earlier of ten years after the
Effective Date of the Plan, or upon the issuance of the Common Stock or exercise
of options  equal to the maximum  number of shares of Common Stock  reserved for
issuance  under this Plan.  A majority of the  outstanding  shares of the Common
Stock entitled to vote is required to terminate this Plan; provided, however, no
such termination shall, without the consent of the affected  individual,  affect
such individual's rights under a previously granted option.

VII.     Applicable Law

     The  Plan  will  be  administered  in  accordance  with  the  laws  of  the
Commonwealth of Pennsylvania, to the extent not superseded by Federal law.



<PAGE>



                                  EXHIBIT 23.2


                         CONSENT OF ARTHUR ANDERSEN LLP










<PAGE>


[Letterhead of Arthur Anserson]







                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent  public  accountants,  we hereby consent to the  incorporation in
this  registration  statement of our report dated  January 19, 2000  included in
Harris Financial, Inc.'s Form 10-K for the year ended December 31, 1999.


                                                /s/ Arthur Anderson LLP

Lancaster, PA
December 13, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 119903}]
{"company-data": {"conformed-name": "WAYPOINT FINANCIAL CORP", "cik": "0001034650", "assigned-sic": "6036", "irs-number": "251872581", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-52130", "film-number": "791533"}, "business-address": {"street1": "235 N SECOND ST", "city": "HARRISBURG", "state": "PA", "zip": "17101", "phone": "7172364041"}, "mail-address": {"street1": "235 N SECOND ST", "city": "HARRISBURG", "state": "PA", "zip": "17101"}, "former-company": {"former-conformed-name": "HARRIS FINANCIAL INC", "date-changed": "19970226"}}
Registration No. 333-_____
                                       As filed with the Securities and Exchange
                                       Commission on December 19, 2000

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           ---------------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                           ---------------------------

                            Waypoint Financial Corp.
             (Exact Name of Registrant as Specified in its Charter)

      Pennsylvania                                        25-1872581
(State of Incorporation)                       (IRS Employer Identification No.)
                             235 North Second Street
                         Harrisburg, Pennsylvania 17101
                    (Address of Principal Executive Offices)

                           ---------------------------

          1984 York Financial Corp. Amended Incentive Stock Option Plan
            1992 York Financial Corp. Stock Option and Incentive Plan
     1992 York Financial Corp. Non-Incentive Stock Option Plan for Directors
     1995 York Financial Corp. Non-Qualified Stock Option Plan for Directors
            1997 York Financial Corp. Stock Option and Incentive Plan
              Harris Savings Bank 1994 Incentive Stock Option Plan
        Harris Savings Bank 1994 Stock Option Plan for Outside Directors
              Harris Savings Bank 1996 Incentive Stock Option Plan
             Harris Financial, Inc. 1999 Incentive Stock Option Plan
       Harris Financial, Inc. 1999 Stock Option Plan for Outside Directors
                            (Full Title of the Plans)

                                   Copies to:
        Charles C. Pearson, Jr.                  Kenneth R. Lehman, Esquire
Co-Chairman and Chief Executive Officer           Edward A. Quint, Esquire
       Waypoint Financial Corp.             Luse Lehman Gorman Pomerenk & Schick
        235 North Second Street                  A Professional Corporation
    Harrisburg, Pennsylvania 17101             5335 Wisconsin Ave., N.W., #400
            (717) 236-4041                         Washington, D.C.  20015
                                                       (202) 274-2000
     (Name, Address and Telephone
      Number of Agent for Service)

                           ---------------------------

         If any of the  securities  being  registered  on  this  Form  are to be
offered  on a  delayed  or  continuous  basis  pursuant  to Rule 415  under  the
Securities Act of 1933 check the following box. |X|
CALCULATION OF REGISTRATION FEE
Title of                                           Proposed                Proposed
      Securities                  Amount                   Maximum                 Maximum               Amount of
         to be                    to be                Offering Price             Aggregate            Registration
      Registered              Registered (1)              Per Share            Offering Price               Fee
-----------------------  ------------------------  ----------------------- ----------------------- ---------------------
Options to Purchase
Common Stock

Common Stock, par
value $.01 per share     132,172 shares (2)                       $3.40(3)                $449,385                 $ 119

Common Stock, par
value $.01 per share     285,631 shares (4)                        6.34(3)               1,810,901                   478

Common Stock, par
value $.01 per share     197,789 shares (5)                        6.33(3)               1,252,004                   331

Common Stock, par
value $.01 per share     697,793 shares (6)                        7.55(3)               5,268,337                 1,391

Common Stock, par
value $.01 per share     208,779 shares (7)                       10.17(3)               2,123,282                   561

Common Stock, par
value $.01 per share     20,318 shares (8)                         4.36(3)                  88,586                    23

Common Stock, par
value $.01 per share     15,430 shares (9)                         9.02(3)                 139,179                    37

Common Stock, par
value $.01 per share     51,752 shares (10)                       20.11(3)               1,040,733                   275

Common Stock, par
value $.01 per share     486,126 shares (11)                      12.76(3)               6,209,968                 1,639

Common Stock, par
value $.01 per share     58,653 shares (12)                       13.83(3)                 811,171                   214

Common Stock, par
value $.01 per share     1,323,255 shares (13)                     9.99(3)              13,192,852                 3,483
                         ----------------                          ----                 ----------                 -----

        Total:           3,477,698 shares                                              $32,386,398               $ 8,551
                         ================                                              ===========               =======
--------------
(1)  Together with an  indeterminate  number of  additional  shares which may be
     necessary to adjust the number of shares reserved for issuance  pursuant to
     the 1984 York  Financial  Corp.  Amended  Incentive  Stock Option Plan (the
     "York 1984 Incentive Plan"), the 1992 York Financial Corp. Stock Option and
     Incentive  Plan (the "York 1992 Incentive  Plan"),  the 1992 York Financial
     Corp.  Non-Incentive  Stock  Option  Plan for  Directors  (the  "York  1992
     Directors Plan"), the 1995 York Financial Corp.  Non-Qualified Stock Option
     Plan for  Directors  (the  "York  1995  Directors  Plan"),  the  1997  York
     Financial Corp. Stock Option and Incentive Plan (the "York

                                        2
1997 Incentive Plan"),  the Harris Savings Bank 1994 Incentive Stock Option
     Plan (the "Harris 1994 Incentive Plan"), the Harris Savings Bank 1994 Stock
     Option Plan for Outside Directors (the "Harris 1994 Directors  Plan"),  the
     Harris  Savings  Bank 1996  Incentive  Stock  Option Plan (the "Harris 1996
     Incentive Plan"),  the Harris  Financial,  Inc. 1999 Incentive Stock Option
     Plan (the "Harris 1999 Incentive Plan") and the Harris Financial, Inc. 1999
     Stock Option Plan for Outside  Directors (the "Harris 1999 Directors Plan")
     as the result of a stock split, stock dividend or similar adjustment of the
     outstanding Common Stock of Waypoint Financial Corp.  pursuant to 17 C.F.R.
     ss. 230.416(a).
(2)  Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the York 1984 Incentive Plan.
(3)  Determined   by  the  exercise   price  of  the  options   pursuant  to  17
     C.F.R.ss.230.457(h)(1).
(4)  Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the York 1992 Incentive Plan.
(5)  Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the York 1992 Directors Plan.
(6)  Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the York 1995 Directors Plan.
(7)  Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the York 1997 Incentive Plan.
(8)  Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the Harris 1994 Incentive Plan.
(9)  Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the Harris 1994 Directors Plan.
(10) Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the Harris 1996 Incentive Plan.
(11) Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the Harris 1999 Incentive Plan.
(12) Represents the number of shares currently reserved for issuance pursuant to
     options granted pursuant to the Harris 1999 Directors Plan.
(13) Represents  37,959 shares currently  reserved for issuance  pursuant to the
     York 1992 Incentive  Plan,  77,607 shares  currently  reserved for issuance
     pursuant to the York 1995 Directors Plan, 645,659 shares currently reserved
     for  issuance  pursuant  to the York 1997  Incentive  Plan,  17,251  shares
     currently reserved for issuance pursuant to the Harris 1994 Directors Plan,
     486,126 shares currently  reserved for issuance pursuant to the Harris 1999
     Incentive Plan and 58,653 shares currently  reserved for issuance  pursuant
     to the Harris 1999 Directors Plan.

                      ------------------------------------

     This   Registration   Statement  shall  become  effective  upon  filing  in
accordance  with Section 8(a) of the  Securities  Act of 1933 and 17 C.F.R.  ss.
230.462.

                                        3
PART I.

Items 1 and 2. Plan  Information  and Registrant  Information  and Employee Plan
Annual Information

     Documents containing the information required by Part I of the Registration
Statement  have  been or will be sent or given to  participants  in the the York
1984 Incentive Plan, the York 1992 Incentive Plan, the York 1992 Directors Plan,
the York 1995  Directors  Plan,  the York 1997  Incentive  Plan, the Harris 1994
Incentive  Plan, the Harris 1994 Directors Plan, the Harris 1996 Incentive Plan,
the  Harris  1999  Incentive  Plan  and  the  Harris  1999  Directors  Plan,  as
appropriate,  as specified by Securities Act Rule 428(b)(1).  Such documents are
not filed with the  Securities  and Exchange  Commission  (the  "Commission"  or
"SEC")  either as part of this  Registration  Statement  or as  prospectuses  or
prospectus supplements pursuant to Rule 424 in reliance on Rule 428.

PART II.

Item 3.  Incorporation of Documents by Reference

     All documents  filed by the Company  pursuant to Sections 13(a) and (c), 14
or 15(d) of the  Exchange Act after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  registration  statement and be
part hereof from the date of filing of such documents.  Any statement  contained
in this  Registration  Statement,  or in a document  incorporated  by  reference
herein,  shall be deemed to be  modified  or  superseded  for  purposes  of this
Registration  Statement to the extent that a statement  contained  herein, or in
any other  subsequently  filed document which also is  incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

     The  following  documents  filed or to be filed  with  the  Commission  are
incorporated by reference in this Registration Statement:

     (a) The Company's  Annual  Report on Form 10-K for the year ended  December
31, 1999, filed with the Securities and Exchange Commission (the "SEC") on March
28, 2000, as amended on April 7, 2000.

     (b) All other  reports  filed by the Company  pursuant to Section 13(a) and
15(d) of the Exchange Act since the end of the fiscal year covered by the Annual
Report referred to above.

     (c) The  description  of the Common  Stock  contained  in the  Registration
Statement on Form S-1 (Commission File No.  333-40046),  originally filed by the
Company  with the SEC  under the  Securities  Act of 1933 on June 23,  2000,  as
amended on August 14, 2000 and September 21, 2000.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         None.

Item 6.  Indemnification of Directors and Officers

         Article  VI of  the  Registrant's  Bylaws  provide  for  the  following
indemnification for Directors and Officers.

                  6.1 Third Party Actions.  The Corporation  shall indemnify any
         person who was or is a party,  or is threatened to be made a party,  to
         any  threatened,  pending or completed  action or  proceeding,  whether
         civil, criminal,  administrative or investigative (other than an action
         by or in the right of the  Corporation),  by reason of the fact that he
         is or  was a  director  or  officer  of the  Corporation,  or is or was
         serving  at the  request  of the  Corporation  as a  representative  of
         another domestic or foreign

                                        4
corporation for profit or not-for-profit,  partnership,  joint venture,
         trust or  other  enterprise,  against  expenses  (including  attorney's
         fees),  judgments,  fines and amounts paid in  settlement  actually and
         reasonably  incurred by him in connection with the action or proceeding
         if he acted in good faith and in a manner he reasonably  believed to be
         in, or not opposed to, the best interests of the Corporation  and, with
         respect to any criminal proceeding,  had no reasonable cause to believe
         his conduct was unlawful,  provided that the  Corporation  shall not be
         liable  for  any  amounts  which  may  be due to  any  such  person  in
         connection  with a  settlement  of any  action or  proceeding  effected
         without its prior written consent or any action or proceeding initiated
         by any such  person  (other  than an action or  proceeding  to  enforce
         rights to indemnification hereunder).

                  6.2 Derivative and Corporate  Actions.  The Corporation  shall
         indemnify any person who was or is a party, or is threatened to be made
         a party,  to any threatened,  pending or completed  action by or in the
         right of the  Corporation  to procure a judgment in its favor by reason
         of the fact that he is or was a director or officer of the  Corporation
         or  is  or  was  serving  at  the  request  of  the  Corporation  as  a
         representative of another domestic or foreign corporation for profit or
         not-for-profit,  partnership, joint venture, trust or other enterprise,
         against  expenses  (including  attorney's fees) actually and reasonably
         incurred by him in  connection  with the defense or  settlement  of the
         action if he acted in good faith and in a manner he reasonably believed
         to be in, or not opposed  to, the best  interests  of the  Corporation,
         provided that the Corporation shall not be liable for any amounts which
         may be due to any such person in  connection  with a settlement  of any
         action  or  proceeding  affected  without  its prior  written  consent.
         Indemnification  shall not be made under this Section 6.2 in respect of
         any claim,  issue or matter as to which the person has been adjudged to
         be liable to the  Corporation  unless and only to the  extent  that the
         court of common pleas of the judicial district  embracing the county in
         which the registered  office of the Corporation is located or the court
         in which the action  was  brought  determines  upon  application  that,
         despite  the   adjudication  of  liability  but  in  view  of  all  the
         circumstances of the case, the person is fairly and reasonably entitled
         to indemnity  for the expenses  that the court of common pleas or other
         court deems proper.

                  6.3   Mandatory   Indemnification.   To  the  extent   that  a
         representative  of the Corporation has been successful on the merits or
         otherwise in defense of any action or proceeding referred to in Section
         6.1 or Section 6.2 or in defense of any claim, issue or matter therein,
         he shall be indemnified  against expenses  (including  attorneys' fees)
         actually and reasonably incurred by him in connection therewith.

                  6.4 Procedure for Effecting Indemnification. Unless ordered by
         a court, any indemnification  under Section 6.1 or Section 6.2 shall be
         made by the Corporation  only as authorized in the specific case upon a
         determination  that  indemnification of the representative is proper in
         the circumstances because he has met the applicable standard of conduct
         set forth in those sections. The determination shall be made:

               (1) by the  Board of  Directors  by a  majority  vote of a quorum
          consisting  of  directors  who  were  not  parties  to the  action  or
          proceeding;

               (2) if such a quorum is not  obtainable,  or if obtainable  and a
          majority vote of a quorum of  disinterested  directors so directs,  by
          independent legal counsel in a written opinion; or

               (3) by the stockholders.

                  6.5 Advancing Expenses.  Expenses (including  attorneys' fees)
         incurred  in  defending  any action or  proceeding  referred to in this
         Article  VI shall be paid by the  Corporation  in  advance of the final
         disposition of the action or proceeding  upon receipt of an undertaking
         by or on behalf of the director or officer to repay the amount if it is
         ultimately  determined that he is not entitled to be indemnified by the
         Corporation as authorized in this Article VI or otherwise.

               6.6 Insurance.  The Corporation  shall have the power to purchase
          and  maintain  insurance  on  behalf  of  any  person  who is or was a
          representative of the Corporation or is or was

                                        5
serving  at the  request  of the  Corporation  as a  representative  of
         another domestic or foreign  corporation for profit or  not-for-profit,
         partnership,  joint  venture,  trust or other  enterprise  against  any
         liability  asserted  against  him  and  incurred  by him  in  any  such
         capacity,  or  arising  out of his  status as such,  whether or not the
         Corporation  would  have  the  power  to  indemnify  him  against  that
         liability under the provisions of this Article VI.

                  6.7  Modification.  The duties of the Corporation to indemnify
         and to advance  expenses  to a director  or  officer  provided  in this
         Article VI shall be in the nature of a contract between the Corporation
         and each such person,  and no  amendment or repeal of any  provision of
         this Article VI shall alter, to the detriment of such person, the right
         of such person to the advance of expenses or indemnification related to
         a claim  based on an act or failure  to act which  took place  prior to
         such amendment or repeal.

Item 7.  Exemption From Registration Claimed.

         Not applicable.

Item 8.  List of Exhibits.

         The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:

     5    Opinion  of Luse  Lehman  Gorman  Pomerenk  & Schick,  A  Professional
          Corporation as to the legality of the Common Stock registered hereby

     10.1 1984 York Financial Corp. Amended Incentive Stock Option Plan.

     10.2 1992 York Financial Corp. Stock Option and Incentive Plan.

     10.3 1992  York  Financial  Corp.   Non-Incentive  Stock  Option  Plan  for
          Directors.

     10.4 1995  York  Financial  Corp.   Non-Qualified  Stock  Option  Plan  for
          Directors.
     10.5 1997  York   Financial   Corp.   Stock  Option  and   Incentive   Plan
          (Incorporated  by reference to the 1997 Annual Meeting Proxy Statement
          of York Financial  Corp. with the Commission on September 25, 1997 and
          to Registration  Statement on Form S-8 of York Financial  Corp.  filed
          with the Commission on November 24, 1997 (File No. 333-40887)).
     10.6 Harris  Savings  Bank 1994 Stock  Option  Plan for  Outside  Directors
          (Incorporated   by  Reference  to  Exhibit  4.1  to  the  Registration
          Statement  on Form  S-8 of  Harris  Financial,  Inc.  filed  with  the
          Commission on September 22, 1997 (File No. 333-36087)).
     10.7 Harris Savings Bank 1994 Incentive Stock Option Plan  (Incorporated by
          Reference to Exhibit 4.2 to the Registration  Statement on Form S-8 of
          Harris Financial, Inc. filed with the Commission on September 22, 1997
          (File No. 333-36087)).
     10.8 Harris Savings Bank 1996 Incentive Stock Option Plan  (Incorporated by
          Reference to Exhibit 4.3 to the Registration  Statement on Form S-8 of
          Harris Financial, Inc. filed with the Commission on September 22, 1997
          (File No. 333-36087)).
     10.9 Harris  Financial,  Inc. 1999 Stock Option Plan for Outside  Directors
          (Incorporated by reference to the Proxy Statement of Harris Financial,
          Inc. filed with the SEC on March 18, 1998)
    10.10 Harris Financial,  Inc. 1999 Incentive Stock Option Plan (Incorporated
          by reference to the Proxy  Statement of Harris  Financial,  Inc. filed
          with the SEC on March 18, 1998)

                                        6
23.1 Consent  of Luse  Lehman  Gorman  Pomerenk  & Schick,  A  Professional
          Corporation (contained in the opinion included as Exhibit 5)
     23.2 Consent of Arthur Andersen LLP

Item 9.  Undertakings

         The undersigned Registrant hereby undertakes:

     1. To file,  during any period in which  offers or sales are being made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the Registration  Statement not previously disclosed
in this  Registration  Statement or any material  change to such  information in
this Registration Statement;

     2. That, for the purpose of determining  any liability under the Securities
Act of 1933,  each such post-  effective  amendment  shall be deemed to be a new
Registration  Statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof;

     3. To remove from  registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
York 1984 Incentive  Plan, the York 1992 Incentive Plan, the York 1992 Directors
Plan,  the York 1995 Directors  Plan,  the York 1997 Incentive  Plan, the Harris
1994 Incentive  Plan, the Harris 1994 Directors  Plan, the Harris 1996 Incentive
Plan, the Harris 1999 Incentive Plan and the Harris 1999 Directors Plan; and

     4. That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report pursuant to Section 13(a)
or  15(d)  of the  Securities  Exchange  Act of  1934  that is  incorporated  by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof; and

     5. Insofar as indemnification  for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                        7
EXHIBIT INDEX

Exhibit Number                      Description
-------------                       -----------

     5      Opinion  of Luse  Lehman  Gorman  Pomerenk  & Schick, A Professional
            Corporation as to the legality of the Common Stock registered hereby

     10.1   1984 York Financial Corp. Amended Incentive Stock Option Plan.

     10.2   1992 York Financial Corp. Stock Option and Incentive Plan.

     10.3   1992  York  Financial  Corp.  Non-Incentive  Stock  Option  Plan for
            Directors.

     10.4   1995  York  Financial  Corp.  Non-Qualified  Stock  Option Plan  for
            Directors.

     23.1   Consent  of Luse Lehman Gorman  Pomerenk  & Schick,  A  Professional
            Corporation (contained in the opinion included as Exhibit 5)

     23.2   Consent of Arthur Andersen LLP

                                        8
SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of Harrisburg,  Commonwealth of  Pennsylvania,  on
this 14th day of December, 2000.

                            WAYPOINT FINANCIAL CORP.

                            By:  /s/ Charles C. Pearson, Jr.
                                 -----------------------------------------------
                                 Charles C. Pearson, Jr.
                                 Co-Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

     We, the undersigned  Directors of the Registrant  severally  constitute and
appoint Charles C. Pearson,  Jr. with full power of  substitution,  our true and
lawful attorney and agent, to do any and all things and acts in our names in the
capacities  indicated  below which said he may deem  necessary  or  advisable to
enable the  Registrant to comply with the Securities Act of 1933, and any rules,
regulations  and  requirements  of the  Securities and Exchange  Commission,  in
connection with any registration  statement or  post-effective  amendment to the
registration statement on Form S-8 including  specifically,  but not limited to,
power and  authority to sign for us or any of us in our names in the  capacities
indicated below any registration statement and any and all amendments (including
post-effective  amendments)  thereto;  and we hereby ratify and confirm all that
said Charles C. Pearson, Jr. shall do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
post-effective  amendment to the registration statement has been signed below by
the following persons in the capacities and on the dates indicated.

By:      /s/ Charles C. Pearson, Jr.
         -----------------------------------------------------
         Charles C. Pearson, Jr., Co-Chairman and
         Chief Executive Officer
         (Principal Executive Officer)

Date:    December 14, 2000

By:      /s/ James H. Moss
         --------------------------------------------
         James H. Moss, Executive Vice
         President and Chief Financial Officer
         (Principal Financial and Accounting Officer)

Date:    December 14, 2000

By:      /s/ Robert W. Pullo
         --------------------------------------------
         Robert W. Pullo, Co-Chairman

Date:    December 14, 2000
By.      /s/ David E. Zuem
         --------------------------------------------
         David E. Zuern, President,
         Chief Operating Officer and Director

Date:    December 14, 2000

By:      /s/ Ernest P. Davis
         --------------------------------------------
         Ernest P. Davis, Director

Date:    December 14, 2000

By:      /s/ Cynthia A. Dotzel
         --------------------------------------------
         Cynthia A. Dotzel, Director

Date:    December 14, 2000

By:      /s/ Jimmie C. George
         --------------------------------------------
         Jimmie C. George, Director

Date:    December 14, 2000

By:      /s/ Randall A. Gross
         --------------------------------------------
         Randall A. Gross, Director

Date:    December 14, 2000

By:      /s/ Robert A. Houck
         --------------------------------------------
         Robert A. Houck,  Director

Date:    December 14, 2000

By:      /s/ Bruce S. Isaacman
         --------------------------------------------
         Bruce S. Isaacman, Director

Date:    December 14, 2000

By       /s/ William E. McClure, Jr.
         --------------------------------------------
         William E. McClure, Jr., Director

Date:    December 14, 2000
By:      /s/ Robert E. Poole
         --------------------------------------------
         Robert E. Poole, Director

Date:    December 14, 2000

By:      /s/ Byron M. Ream
         --------------------------------------------
         Byron M. Ream, Director

Date:    December 14, 2000

By:      /s/ Robert L. Simpson
         --------------------------------------------
         Robert L. Simpson, Director

Date:    December 14, 2000

By:      /s/ William A. Siverling
         --------------------------------------------
         William A. Siverling, Director

Date:    December 14, 2000

By:      /s/ Frank R. Sourbeer
         --------------------------------------------
         Frank R. Sourbeer, Director

Date:    December 14, 2000

By:      /s/ Donald B. Springer
         --------------------------------------------
         Donald B. Springer, Director

Date:    December 14, 2000

By:      /s/ Carolyn E. Steinhauser
         -----------------------------------------------------
         Carolyn E. Steinhauser, Director

Date:    December 14, 2000

By:      /s/ Thomas W. Wolf
         --------------------------------------------
         Thomas W. Wolf, Director

Date:    December 14, 2000
EXHIBIT 5

              OPINION OF LUSE LEHMAN GORMAN POMERENK & SCHICK, P.C.
[LETTERHEAD OF LUSE LEHMAN GORMAN POMERENK & SCHICK]

December 15, 2000                                                 (202) 274-2000

Board of Directors
Waypoint Financial Corp.
235 North Second Street
Harrisburg, Pennsylvania  17101

                  Re:      Waypoint Financial Corp.
                           Registration Statement on Form S-8

Ladies and Gentlemen:

     You have  requested  the  opinion  of this firm as to  certain  matters  in
connection  with the offer and sale of Waypoint  Financial Corp. (the "Company")
common  stock,  par value $.01 per share (the "Common  Stock"),  pursuant to the
1984 York Financial  Corp.  Amended  Incentive  Stock Option Plan,  the1992 York
Financial  Corp.  Stock Option and Incentive Plan, the 1992 York Financial Corp.
Non-Incentive  Stock Option Plan for Directors,  the 1995 York  Financial  Corp.
Non-Qualified  Stock Option Plan for Directors,  the 1997 York  Financial  Corp.
Stock Option and Incentive  Plan, the Harris  Savings Bank 1994 Incentive  Stock
Option  Plan,  the  Harris  Savings  Bank 1994  Stock  Option  Plan for  Outside
Directors,  the Harris Savings Bank 1996 Incentive Stock Option Plan, the Harris
Financial,  Inc. 1999 Incentive Stock Option Plan and the Harris Financial, Inc.
1999 Stock Option Plan for Outside Directors (the "Plans"). We have reviewed the
Company's  Articles of  Incorporation,  Registration  Statement on Form S-8 (the
"Form S-8"),  as well as  applicable  statutes  and  regulations  governing  the
Company and the offer and sale of the Common Stock.

         Based on the foregoing, we are of the following opinion:

         Upon the  effectiveness of the Form S-8, the Common Stock, when sold in
         connection with the exercise of options granted  pursuant to the Plans,
         will be legally issued, fully paid and non-assessable.

     This  opinion  has  been  prepared  solely  for the use of the  Company  in
connection  with the  preparation  and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person  without the prior
written  consent of this firm.  We hereby  consent to the use of this opinion in
the Form S-8.

                            Very truly yours,

                            /s/ Luse Lehman Gorman Pomerenk & Schick
                            ---------------------------------------------------
                            LUSE LEHMAN GORMAN POMERENK &
                            SCHICK
                            A Professional Corporation
EXHIBIT 10.1
YORK FEDERAL SAVINGS AND LOAN ASSOCIATION

                        1984 INCENTIVE STOCK OPTION PLAN

1. Purpose of the Plan. The Plan shall be known as the York Federal  Savings and
Loan Association  1984 Incentive Stock Option Plan (the "Plan").  The purpose of
the Plan is to attract and retain the best  available  personnel as officers and
key employees and to provide  additional  incentive to employees of York Federal
Savings and Loan Association (the "Association") or any present or future parent
or subsidiary  of the  Association  to promote the success of the business.  The
Plan is intended to provide for the grant of "Incentive  Stock Options",  within
the meaning of Section  422A of the Internal  Revenue  Code of 1954,  as amended
(the  "Code").  Each and every one of the  provisions  of the Plan  relating  to
Incentive  Stock Options shall be interpreted to conform to the  requirements of
Section 422A of the Code.

2.       Definitions. As used herein, the following definitions shall apply.

     (a) "Association" shall mean York Federal Savings and Loan Association.

     (b) "Award" means the grant by the Committee of an Incentive  Stock Option,
or a Stock Appreciation  Right, or any combination  thereof,  as provided in the
Plan.

     (c) "Board" shall mean the Board of Directors of the Association.

     (d) "Common Stock" shall mean common stock,  par value $1.00 per share,  of
the Association.

     (e) "Code" shall mean the Internal Revenue Code of 1954, as amended.

     (f)  "Committee"  shall mean the Stock  Option  Committee  appointed by the
Board in accordance with paragraph 4(a) of the Plan.

     (g)  "Continuous  Employment" or "Continuous  Status as an Employee"  shall
mean the  absence  of any  interruption  or  termination  of  employment  by the
Association  or any present or future Parent or  subsidiary of the  Association.
Employment  shall  not be  considered  interrupted  in the  case of sick  leave,
military leave or any other leave of absence  approved by the  Association or in
the case of transfers  between  payroll  locations of the Association or between
the Association, its Parent, its Subsidiaries or a successor.

     (h)  "Disability"  shall mean unable to engage in any  substantial  gainful
activity  by reason of physical  or mental  impairment  which can be expected to
result in death or which his lasted or can be expected to last for a  continuous
period of not less than 12 months.

     (i) "Effective Date" shall mean the date specified in Section 14 hereof.

     (j) "Employee"  shall mean any person  employed on a full-time basis by the
Association or any present or future Parent or Subsidiary of the Association.

     (k) "Incentive  Stock Option" means an option to purchase Shares granted by
the Committee  pursuant to Section 4 hereof which is subject to the  limitations
and  restrictions  of Section 7 hereof and is intended to qualify  under Section
422A of the Code.

     (1) "Option" shall mean an incentive or Non-Incentive  Stock Option granted
pursuant to this Plan.
(m) "Optioned Stock" shall mean stock subject to an Option granted pursuant
to the Plan.

     (n) "Optionee" shall mean any person who receives an Option.

     (o) "Parent" shall mean any present or future  corporation which would be a
"parent corporation" as defined in Subsections 425(e) and (g) of the Code.

     (p)  "Participant"  means any officer or key employee of the Association or
any Parent or  Subsidiary  of the  Association  or any other person  providing a
service to the Association who is selected by the Committee or the Board, acting
pursuant to Section 5, to receive an Award.

     (q) "Plan" shall mean the York Federal  Savings and Loan  Association  1984
Incentive Stock Option Plan.

     (r) "Related" means (i) in the case of a Stock Appreciation  Right, a Stock
Appreciation  Right  which is  granted  in  connection  with,  and to the extent
exercisable,  in whole or in part, in lieu of, an Option and (ii) in the case of
an  Option,  an  Option  with  respect  to  which  and to  the  extent  a  Stock
Appreciation Right is exercisable, in whole or in part, in lieu thereof has been
granted.

     (s)  "Stock  Appreciation  Right"  means a stock  appreciation  right  with
respect to Shares granted by the Committee pursuant to Section 11 hereof.

     (t) "Share" shall mean one share of the Common Stock.

     (u) "Subsidiary"  shall mean any present or future  corporation which would
be a "subsidiary  corporation"  as defined in Subsections  425(f) and (g) of the
Code.

3. Shares Subject to the Plan. Except as otherwise required by the provisions of
Section 12 hereof,  the aggregate  number of Shares with respect to which Awards
may be made  pursuant  to  this  Plan  or the  York  Federal  Savings  and  Loan
Association 1984 Non-Incentive Stock Option Plan shall not exceed 84,800 shares.
Such Shares may either be authorized but unissued or treasury shares.

     Shares which are subject to Stock  Appreciation  Rights and related Options
shall be counted only once in  determining  whether the maximum number of Shares
with respect to which Awards may be granted under the Plan has been exceeded. An
Award shall not be  considered  to have been made under the Plan with respect to
any Option or Stock  Appreciation  Right which  terminates and new Awards may be
granted  under the Plan with  respect  to the  number of Shares as to which such
termination has occurred.

4.   Administration of the Plan.

     (a) (i)  Composition of the  Committee.  Except as indicated in paragraph 4
(a) (ii) below,  the Plan shall be administered by the Committee,  consisting of
at least three  directors of the Association  appointed by the Board.  Officers,
key  employees and other  persons who are  designated by the Committee  shall be
eligible to receive Awards under the Plan, and all persons designated as members
of the Committee  shall be  "disinterested  persons"  within the meaning of Rule
16b-3 under the Securities Exchange Act of 1934.

     (ii) For the sole  purpose  of  granting  options to  otherwise  ineligible
members of the  Committee,  the Board may designate  members of the Committee to
receive  Awards under the Plan,  with members of the Committee  abstaining  from
voting on such designations.  A majority of the entire Board,  excluding members
of the Committee,  shall constitute a quorum and the action of a majority of the
members  of the
Board present at any meeting at which a quorum is present,  excluding members of
the Committee,  shall be deemed the action of the Board.  In this capacity,  the
Board shall be  "disinterested  persons"  within the meaning of Rule 16b-3 under
the Securities Exchange Act of 1934.

     The Committee  shall not interpret the Plan or prescribe,  amend or rescind
rules and  regulations  relating to the Plan,  or exercise  such other power and
authority  as may be  delegated to it by the Board from time to time which would
cause the  Board,  acting in its  capacity  to grant  options  to members of the
Committee,  to cease to qualify as  disinterested  persons for  purposes of this
paragraph.

     (b) Powers of the Committee.  The Committee is authorized  (but only to the
extent not  contrary to the  express  provisions  of the Plan or to  resolutions
adopted by the Board) to interpret  the Plan,  to  prescribe,  amend and rescind
rules and regulations relating to the Plan, to determine the form and content of
Awards to be issued under the Plan and to make other determinations necessary or
advisable for the  administration  of the Plan,  and shall have and may exercise
such other power and  authority as may be delegated to it by the Board from time
to time. A majority of the entire  Committee  shall  constitute a quorum and the
action of a majority of the members  present at any meeting at which a quorum is
present  shall be  deemed  the  action  of the  Committee.  In no event  may the
Committee revoke outstanding Awards without the consent of the Participant.

     The  President  of the  Association  and such  other  officers  as shall be
designated  by the  Committee  are  hereby  authorized  to  execute  instruments
evidencing Awards on behalf of the Association and to cause them to be delivered
to the Participants.

     (c) Effect of  Committee's  Decision.  All  decisions,  determinations  and
interpretations  of the Committee  shall be final and  conclusive on all persons
affected thereby.

     5. Eligibility.  Awards may be granted to officers, key employees and other
persons.  The Committee or the Board, as the case maybe, shall from time to time
determine  the  officers,  key  employees and other persons who shall be granted
Options  or Awards  under  the  Plan,  the  number  to be  granted  to each such
officers,  directors,  key  employees  and other  persons  under  the  Plan.  In
selecting  Participants  and in determining the number of shares of Common Stock
to be granted to each such Participant  pursuant to each Award granted under the
Plan,  the  Committee  may consider the nature of the services  rendered by each
such Participant,  each such Participant's current and potential contribution to
the  Company,  and  such  other  factors  as the  Committee  may,  in  its  sole
discretion,  deem relevant. Officers and key employees or other persons who have
been granted an Award may, if otherwise eligible,  be granted additional Options
or Awards.

     The aggregate  fair market value  (determined  as of the date the Option is
granted)  of the Shares  for which any  Employee  may be granted  Options in any
calendar  year (under all Incentive  Stock Option  plans,  as defined in Section
422A of the  Code,  of the  Association  or any  present  or  future  Parent  or
Subsidiary of the Association) shall not exceed $100,000,  plus any unused limit
carryover   to  such  year,   as  defined  in  Section   422A(c)  of  the  Code.
Notwithstanding  the prior provisions of this Section 5, the Committee may grant
Options in excess of the foregoing limitations,  provided said Options shall be,
clearly and  specifically  designated as not being Incentive  Stock Options,  as
defined in Section 422A of the Code.

6. Term of Plan.  The Plan shall continue in effect for a term of ten (10) years
from the Effective  Date,  unless sooner  terminated  pursuant to Section 17. No
Option shall be granted  under the Plan after ten (10) years from the  Effective
Date.
7. Terms and  Conditions of Incentive  Stock  Options.  Incentive  Stock Options
maybe granted only to  Participants  who are  Employees.  Each  Incentive  Stock
Option granted  pursuant to the Plan shall be evidenced by an instrument in such
form as the Committee shall from time to time approve.  Each and every Incentive
Stock Option granted  pursuant to the Plan shall comply with, and be subject to,
the following terms and conditions:

(a) Option Price.

     (i) The price per share at which each Incentive  Stock Option granted under
the Plan may be exercised shall not, as to any particular Incentive Stock Option
be less  than  the  fair  market  value of the  Common  Stock  at the time  such
Incentive  Stock Option is granted.  For such  purposes,  if the Common Stock is
traded  otherwise  than on a  national  securities  exchange  at the time of the
granting  of an Option then the price per share of the  Optioned  Stock shall be
not less than the mean between the bid and asked price on the date the Incentive
Stock  Option is  granted  or, if there be no bid and asked  price on said date,
then on the next prior business day on which there was a bid and asked price. If
no such bid and asked  price is  available,  then the  price per share  shall be
determined  by the  Committee.  If the  Common  Stock is  listed  on a  national
securities  exchange at the time of the granting an Incentive Stock Option, then
the price per share shall be not less than the average of the highest and lowest
selling  price on such  exchange  on the date  such  Incentive  Stock  Option is
granted  or, if there  were no sales on said date,  then the price  shall be not
less than the mean between the bid and asked price on such date.

     (ii) In the case of an Employee  who owns Common  Stock  representing  more
than ten percent (10%) of the outstanding Common Stock at the time the Incentive
Stock Option is granted, the Incentive Stock Option price shall not be less than
one hundred and ten percent  (110%) of the fair market value of the Common Stock
at the time the Incentive Stock Option is granted.

(b) Payment.

     Full payment for each share of Common Stock  purchased upon the exercise of
any Incentive  Stock Option  granted under the Plan shall be made at the time of
exercise  of each  such  Incentive  Stock  Option  and shall be paid in cash (in
United States Dollars),  Common Stock or a combination of cash and Common Stock.
Common Stock utilized in full or partial  payment of the exercise price shall be
valued at its fair market value at the date of exercise.  The Association  shall
accept full .or partial payment in Common Stock only to the extent  permitted by
applicable  law. No shares of Common  Stock shall be issued  until full  payment
therefore has been received by the  Association,  and no Optionee shall have any
of the rights of a shareholder of the  Association  until shares of Common Stock
are issued to him.

(c) Term of Incentive Stock Option.

The term of each Incentive  Stock Option  granted  pursuant to the Plan shall be
not more ten (10)  years  from the date  each  such  Incentive  Stock  Option is
granted,  provided  that in the case of an Employee who owns stock  representing
more than 10% of the Common Stock  outstanding  at, the time the Incentive Stock
Option is granted,  the term of the Incentive Stock Option shall not exceed five
(5) yes.

(d) Exercise Generally.

     Except as otherwise provided in Section 8 hereof, no Incentive Stock Option
may be  exercised  unless  the  optionee  shall  have been in the  employ of the
Association  at all times during the period  beginning with the date of grant of
any such Incentive Stock Option and ending on the date three (3) months prior to
the date of exercise of any such  Incentive  Stock Option.  The  Committee,  may
impose  additional  conditions  upon the right of an Optionee  to  exercise  any
Incentive  Stock Option granted
hereunder  which  are  not  inconsistent  with  the  terms  of the  Plan  or the
requirements  for  qualification as an Incentive Stock Option under Section 422A
of the Code.

(e) Serial Exercise.

     No Incentive  Stock Option granted  pursuant to the Plan shall be exercised
by any Optionee while there is  outstanding  (as such term is defined in Section
422A of the Code) any incentive stock option which was granted prior to the date
of grant of such Incentive Stock Option.  to such Optionee,  whether pursuant to
the Plan or any other plan of the Association.  In the event that any additional
Incentive  Stock  Option is granted at a later date  pursuant to the Plan to any
Optionee,  the instrument  evidencing any such additional Incentive Stock Option
shall include the following provisions:

         "This  incentive  stock  option  is  not  exercisable  while  there  is
         outstanding  (within the meaning of Section  422A(c)(7) of the Internal
         Revenue Code of 1954, as amended) any Incentive  Stock Option which was
         granted  prior to the date of the grant  hereof  to the  holder of this
         stock option to purchase shares of common stock of York Federal Savings
         and Loan Association or any of its subsidiaries."

(f) Transferability.

     Any Incentive Stock Option granted  pursuant to the Plan shall be exercised
during any  Optionee's  lifetime only by the Optionee to whom it was granted and
shall not be assignable or transferable otherwise than by will or by the laws of
descent and distribution.

8. Effect of Termination of Employment,  Disability or Death on Incentive  Stock
Options.

(a) Termination of Employment.

     In the event that any Optionee's  employment by the Company shall terminate
for any  reason,  other than  Permanent  and Total  Disability  (as such term is
defined in Section 105 (d) (4) of the Code) or death, all of any such Optionee's
Incentive Stock Options,  and all of any such  Optionee's  rights to purchase or
receive  shares of Common  Stock  pursuant  thereto,  as the case may be,  shall
automatically terminate on the date of such termination of employment.  However,
no termination of an Optionee's  Incentive  Stock Options shall occur if, and to
the extent  that,  the  Committee  authorizes  the Optionee to exercise any such
Incentive  Stock  Options at any time prior to the  expiration  of not more than
three (3) months after the date of such termination of employment,  but only if,
and to the extent that, the Optionee was entitled to exercise any such Incentive
Stock Options at the date of such termination of employment. In the event that a
subsidiary  ceases to be a subsidiary of the Association,  the employment of all
of its employees who are not immediately thereafter employees of the Association
shall be deemed to  terminate  upon the date such  subsidiary  so ceases to be a
subsidiary of the Association.

(b) Disability.

     In the  event  that any  Optionee's  employment  by the  Association  shall
terminate as the result of the Permanent and Total  disability of such Optionee,
such Optionee may exercise any Incentive  Stock Options  granted to him pursuant
to the Plan at any time prior to the earlier of the respective  expiration dates
of any such Incentive Stock Options or (ii) the date which is one year after the
date of such termination of employment, but only if, and to the extent that, the
Optionee was entitled to exercise any such  Incentive  Stock Options at the date
of such termination of employment.
(c) Death.

     In the event of the death of any  Optionee,  any  Incentive  Stock  Options
granted to any such  Optionee  may be exercised by the person or persons to whom
the Optionee's  rights under any such Incentive Stock Options pass by will or by
the laws of descent and distribution (including the Optionee's estate during the
period of  administration)  at any time prior to three (3) months after the date
of death of such  Optionee (or such later period not  exceeding  one (1) year to
which the Committee may, in its  discretion,  extend such period),  but only if,
and to the extent that, the Optionee was entitled to exercise any such Incentive
Stock  Options at the date of death.  For  purposes of this  Section  8(c),  any
Incentive  Stock Option held by an Optionee  shall be considered  exercisable at
the  date of.  his  death if the only  unsatisfied  condition  precedent  to the
exercisability  of such  Incentive  Stock  Option  at the  date of  death is the
passage of a specified period of time.

(d) Incentive Stock Options Deemed Exercisable.

     For purposes of Sections  8(a),  8(b) and 8(c) above,  any Incentive  Stock
Option held by any Optionee  shall be considered  exercisable at the date of the
termination of his employment if, but for the requirement of serial exercise set
forth in Section 7(e) hereof,  any such  Incentive  Stock Option would have been
exercisable  at such date of  termination  of  employment.  Any  exercise of any
Incentive  Stock  Option  granted  pursuant  to the  Plan  which  is  considered
exercisable  pursuant to this Section 8(d) shall  nevertheless be subject to the
provisions and restrictions contained in Section 7(e) hereof.

(e) Termination of Incentive Stock Options.

     To the extent that any Incentive Stock Option granted under the Plan to any
Optionee  whose  employment by the  Association  terminates  shall not have been
exercised  within the  applicable  period set forth in this  Section 9, any such
Incentive  Stock Option,  and all rights to purchase or receive shares of Common
Stock pursuant  thereto,  as the case may be, shall terminate on the last day of
the applicable period.

9. Effect of  Termination of  Employment,  Disability or Death on  Non-Incentive
Stock Options.  The terms and conditions of Non-Incentive Stock Options relating
to the effect of the termination of an Optionee's  employment,  disability of an
Optionee or his death shall be such terms and conditions as the Committee shall,
in its sole  discretion,  determine at the time of termination.  The Board shall
make such  determination  regarding  Options granted to members of the Committee
pursuant  to  Section  4 (a) (ii)  hereof  within  two  weeks  after the date of
termination.

10. Right of Repurchase and Restrictions on Disposition.  The Committee,  in its
sole  discretion,  or the Board,  acting  pursuant  to  Section 4 (a) (ii),  may
include,  as a term of any Incentive  Stock Option,  the right (the  "Repurchase
Right"),  but not the obligation,  to repurchase all or any amount of the Shares
acquired by an Optionee pursuant to the exercise of any such Options. The intent
of  the  Repurchase  right  is to  encourage  the  continued  employment  of the
Optionee.  The  Repurchase  Right  shall  provide  for;  among other  things,  a
specified  duration of the Repurchase  Right, a specified  price per Share to be
paid  upon  the  exercise  of the  Repurchase  Right  and a  restriction  on the
disposition  of the Shares by the Optionee  during the period of the  Repurchase
Right.  The Repurchase  Right may permit the Association to transfer or, assign,
such right to another party.  The Association may exercise the Repurchase  Right
only to the extent permitted by applicable law.

11.  Stock  Appreciation  Rights.  A Stock  Appreciation  Right  shall  upon its
exercise,  entitle the  Participant  to whom such Stock  Appreciation  Right was
granted to  receive a number of Shares or cash or  combination  thereof,  as the
Committee in its discretion, or the Board, acting pursuant to Section 4 (a)(ii),
shall  determine,  the aggregate value of which (i.e.,  the sum of the amount of
cash and/or the fair  market  value of such  Shares on date of  exercise)  shall
equal (as nearly as possible it being understood that the Association  shall not
issue any fractional shares) the amount by which the fair market value per Share
on the date of such  exercise  shall  exceed  the  exercise  price of such Stock
Appreciation  Right,  multiplied  by the number of Shares with  respect of which
such Stock  Appreciation  Right shall have been exercised.  A Stock Appreciation
Right may be related to an Option or may be granted  independently of any Option
as the Committee or the Board, as the case may be, shall  determine  whether and
to what extent a Related Stock  Appreciation Right shall be granted with respect
thereto;  provided, however and notwithstanding any other provision of the Plan,
that if the  Related  Option is an  Incentive  Stock  Option the  Related  Stock
Appreciation Right shall satisfy all the restrictions and limitations of Section
7 hereof as Established Related Stock Appreciation Right were an Incentive Stock
Option.  In the case of Related  Option,  such Related  Option shall cease to be
exercisable  to the extent of the Shares with respect to which the related Stock
Appreciation Right was exercised.  Upon the exercise or termination of a Related
Option any Related Stock Appreciation Right shall terminate to the extent to the
Shares with respect to which the Related Option was exercised or terminated.

12.  Recapitalization,  Merger,  Consolidation,  Change in Control  and  Similar
Transactions.

         (a) Adjustment.

                  Subject  to any  required  action by the  shareholders  of the
         Association,  the aggregate  number of shares of Common Stock for which
         stock  options may be granted  hereunder the number of shares of Common
         Stock covered by each outstanding stock option,  and the exercise price
         per  share of  Common  Stock of each such  stock  option,  shall all be
         proportionately  adjusted for any increase or decrease in the number of
         issued  and  outstanding  shares  of  Common  Stock  resulting  from  a
         subdivision  or  consolidation  of  shares  or the  payment  of a stock
         dividend  (but  only on the  Common  Stock) or any  other  increase  or
         decrease in the number of such shares of Common Stock effected  without
         the receipt of consideration by the Association.

          (b) Change in Control.

                 All outstanding options shall become immediately exercisable in
         the event of change in  control  or  imminent  change in control of the
         Association,  as  determined  by the  Committee.  For  purposes of this
         Section,  "change in  control"  shall  mean:  (i) the  execution  of an
         agreement for the sale of all, or a material portion,  of the assets of
         the  Association;  (ii) the  execution of an agreement  for a merger or
         recapitalization  of the Association or any merger or  recapitalization
         whereby the Association is not the surviving entity;  (iii) a change of
         control of the Association,  as otherwise  defined or determined by the
         Federal Home Loan Bank Board or regulations  promulgated by it; or (iv)
         the acquisition,  directly or indirectly,  of the beneficial  ownership
         (within the meaning of that term as it is used in Section 13 (d) of the
         Securities  Exchange Act of 1934 and the rules promulgated  thereunder)
         of ten percent (10%) or more of the  outstanding  voting  securities of
         the Association by any person, trust, entity or group.

         (c) Extraordinary Corporate Action.

                 Subject  to any  required  action  by the  shareholders  of the
         Association,  in the event of any Change in Control,  recapitalization,
         merger,  consolidation,  exchange of shares, spin-off,  reorganization,
         tender offer,  liquidation or other  extraordinary  corporate action or
         event,  the Committee,  in its sole  discretion,  or the Board,  acting
         pursuant  to  Section  4 (a)  (ii),  shall  have  the  power,  prior or
         subsequent to such action or event to:
(i)  appropriately  adjust  the  number of shares of Common  Stock
         subject to each stock  option,  the exercise  price per share of Common
         Stock, and the consideration to be given or received by the Association
         upon the exercise of any outstanding Option;

              (ii) cancel any or all previously  granted Options,  provided that
         appropriate  consideration  is  paid  to  the  Optionee  in  connection
         therewith; and/or

             (iii) make such other  adjustments  in connection  with the Plan as
         the Committee, in its sole discretion, or the Board, acting pursuant to
         Section  4  (a)  (ii)  deems  necessary,   desirable,   appropriate  or
         advisable;  provided,  however,  that no  action  shall be taken by the
         Committee which would cause Incentive Stock Options granted pursuant to
         the Plan to fail to meet the requirements of Section 422A of the Code.

                  Except  as  expressly  provided  in  Section  12(a)  and 12(b)
         hereof,  no Optionee  shall have any rights by reason of the occurrence
         of any of the events described in this Section 12.

         (d) Acceleration.

                  The Committee  shall at all times have the power to accelerate
         the exercise date of Options  previously  granted under the Plan. In no
         event,  however,  will such  action  permit  Participants  to  exercise
         Incentive  Stock  Options in an order  other than  provided  in Section
         7(e).  The Board shall have such power when it acts to grant Options to
         members of the Committee.

13.  Time of  Granting  Options.  The date of grant of an Option  under the Plan
shall, for all purposes, be the date on which the Committee or the Board, acting
pursuant to Section 4, makes the  determination of granting such Option.  Notice
of the  determination  shall be given to each  Employee  to whom an Option is so
granted within a reasonable time after the date of such grant.

14.  Effective Date. The Plan shall become  effective upon the completion of the
Association's conversion from mutual to stock form. Options may be granted prior
to ratification of the Plan by the  stockholders if the exercise of such Options
is subject to such stockholder ratification.

15. Approval by Shareholders.  The Plan shall be approved by stockholders of the
Association  within  twelve  (12)  months  before or after  the date it  becomes
effective.

 16.  Modification of Options.  At any time and from time to time, the Board may
authorize the  Committee to direct the execution of an instrument  providing for
the  modification  of any  outstanding  Option,  provided no such  modification,
extension  or renewal  shall  confer on the  holder of said  Option any right or
benefit which could not be conferred on him by the grant of a new Option at such
time, or shall not materially  decrease the Optionee's benefits under the Option
without the consent of the holder of the Option,  except as otherwise  permitted
under Section 17 hereof.  The Board may make such  modifications,  extensions or
renewals directly regarding Options it may grant to members of the Committee.

17.      Amendment and Termination of the Plan.

         (a) Action by the Board.

                  The Board may alter,  suspend or discontinue the Plan,  except
         that no action of the Board may  increase  (other  than as  provided in
         Section 12) the maximum number of shares permitted to be optioned under
         the Plan,  materially  increase the benefits  accruing to  participants
         under the Plan or materially  modify the  requirements  for eligibility
         for  participation in the Plan unless such
action of the Board shall be subject to approval  or  ratification  by
          the shareholders of the Association.

         (b) Change in Applicable Law.

                  Notwithstanding  any other provision contained in the Plan, in
         the event of a change in any federal or state law,  rule or  regulation
         which would make the exercise of all or part of any previously  granted
         Incentive  Stock  Option  unlawful  or subject the  Association  to any
         penalty,  the Committee or the Board, acting pursuant to Section 4, may
         restrict any such exercise without the consent of the Optionee or other
         holder thereof in order to comply with any such law, rule or regulation
         or to avoid any such penalty.

18. Conditions Upon Issuance of Shares.  Shares shall not be issued with respect
to any Option  granted  under the Plan unless the  issuance and delivery of such
Shares shall  comply with all relevant  provisions  of law,  including,  without
limitation,  the Securities Act of 1933, as amended,  the rules and  regulations
promulgated thereunder, any applicable state securities law and the requirements
of any stock exchange upon which the Shares may then be listed.

     The  inability of the  Association  to obtain from any  regulatory  body or
authority  deemed by the  Association's  counsel to be  necessary  to the lawful
issuance and sale of any Shares  hereunder  shall relieve the Association of any
liability in respect of the non-issuance or sale of such Shares.

     As a condition to the exercise of an Option,  the  Association  may require
the person exercising the Option to make such  representations and warranties as
may  be  necessary  to  assure  the   availability  of  an  exemption  from  the
registration requirements of federal or state securities law.

19.  Reservation  of Shares.  During the term of the Plan the  Association  will
reserve  and keep  available  a number  of  Shares  sufficient  to  satisfy  the
requirements of the Plan.

20. Unsecured Obligation.  No Participant under the Plan shall have any interest
in any fund or  special  asset of the  Association  by reason of the Plan or the
grant of any Incentive or  Non-Incentive  Stock Option to him under the Plan. No
trust  fund shall be  created  in  connection  with the Plan or any grant of any
Incentive or Non-Incentive Stock Option hereunder and there shall be no required
funding of amounts which may become payable to any participant.

21.  Withholding-Tax.  The  Association  shall have the right to deduct from all
amounts paid in cash with respect to the exercise of a Stock  Appreciation Right
under the Plan any taxes  required  by law to be withheld  with  respect to such
cash payments. Where a Participant or other person is entitled to receive Shares
pursuant to the exercise of an Option of Stock  Appreciation  Right  pursuant to
the Plan,  the  Association  shall have the right to require the  Participant or
such  other  person to pay the  Association  the  amount of any taxes  which the
Association  is required to withhold  with respect to such  Shares,  or, in lieu
thereof,  to retain,  or sell without notice, a number of such Shares sufficient
to cover the amount required to be withheld.

22.  Governing  Law. The Plan shall be governed by and  construed in  accordance
with the laws of the Commonwealth of Pennsylvania.
EXHIBIT 10.2
YORK FINANCIAL CORP.

                              (THE HOLDING COMPANY
                                       FOR
                    YORK FEDERAL SAVINGS AND LOAN ASSOCIATION
                               YORK, PENNSYLVANIA)

                      1992 STOCK OPTION AND INCENTIVE PLAN

1. Purpose of the Plan. The Plan shall be known as the York Financial Corp. 1992
Stock  Option and  Incentive  Plan (the  "Plan").  The purpose of the Plan is to
attract and retain the best available personnel as officers and employees and to
provide  additional   incentive  to  employees  of  York  Financial  Corp.  (the
"Corporation")  or any present or future parent or subsidiary of the Corporation
and to promote the success of the business.  The Plan is intended to provide for
the grant of "Incentive Stock Options", within the meaning of Section 422 of the
Internal  Revenue Code of 1986, as amended (the  "Code").  Each and every one of
the  provisions  of the  Plan  relating  to  Incentive  Stock  Options  shall be
interpreted to conform to the requirements of Section 422 of the Code.

2.   Definitions. As used herein, the following definitions shall apply.

     (a) "Association" shall mean York Federal Savings and Loan Association.

     (b) "Award" means the grant by the Committee of an Incentive  Stock Option,
a Non-Incentive  Stock Option or a Stock Appreciation  Right, or any combination
thereof, as provided in the Plan.

     (c) "Board" shall mean the Board of Directors of the Corporation.

     (d) "Code" shall mean the Internal Revenue Code of 1986, as amended.

     (e) "Common Stock" shall mean common stock,  $1.00 par value per share,  of
the Corporation.

     (f)  "Committee"  shall mean the Stock  Option  Committee  appointed by the
Board in accordance with paragraph 4(a) of the Plan.

     (g)  "Continuous  Employment" or "Continuous  Status as an Employee"  shall
mean the  absence  of any  interruption  or  termination  of  employment  by the
Corporation  or any present or future Parent or  Subsidiary of the  Corporation.
Employment  shall  not be  considered  interrupted  in the  case of sick  leave,
military leave or any other leave of absence  approved by the  Corporation or in
the case of transfers  between  payroll  locations of the Corporation or between
the Corporation, its Parent, its Subsidiaries or a successor.

     (h) "Corporation" shall mean York Financial Corp. a holding company.

     (i) "Effective Date" shall mean the date specified in Section 15 hereof.

     (j)  "Employee"  shall mean any person  employed by the  Corporation or any
present or future Parent or Subsidiary of the Corporation.
(k)  "Incentive  Stock Option" or "ISO" means an option to purchase  Shares
granted by the  Committee  pursuant to Section 7 hereof  which is subject to the
limitations  and  restrictions  of Section 7 hereof and is  intended  to qualify
under Section 422 of the Code.

     (1)  "Non-Incentive  Stock Option" or "Non-ISO" means an option to purchase
Shares  granted by the  Committee  pursuant  to  Section 8, which  option is not
intended to qualify under Section 422 of the Code.

     (m) "Option" shall mean an Incentive or Non-Incentive  Stock Option granted
pursuant to this Plan.

     (n) "Optioned Stock" shall mean stock subject to an Option granted pursuant
to the Plan.

     (o) "Optionee" shall mean any person who receives an Option.

     (p) "Parent" shall mean any present or future  corporation which would be a
"parent corporation" as defined in Subsections 425(e) and (g) of the Code.

     (q)  "Participant"  means any officer or key employee of the Corporation or
any Parent or  Subsidiary  of the  Corporation  or any other person  providing a
service to the Corporation who is selected by the Committee to receive an Award.

     (r)  "Plan"  shall mean the York  Financial  Corp.  1992  Stock  Option and
Incentive Plan.

     (s) "Related" means (i) in the case of a Stock Appreciation  Right, a Stock
Appreciation  Right  which is  granted  in  connection  with,  and to the extent
excercisable, in whole or in part, in lieu of, an Option and (ii) in the case of
an  Option,  an  Option  with  respect  to  which  and to  the  extent  a  Stock
Appreciation Right is exercisable, in whole or in part, in lieu thereof has been
granted.

     (t) "Share" shall mean one share of the Common Stock.

     (u)  "Stock,  Appreciation  Right"  means a stock  appreciation  right with
respect to Shares granted by the Committee pursuant to Section 11 hereof.

     (v) "Subsidiary"  shall mean any present or future  corporation which would
be a "subsidiary  corporation"  as defined in Subsections  425(1) and (g) of the
Code.

3. Shares Subject to the Plan. Except as otherwise required by the provisions of
Section 13 hereof,  the aggregate  number of Shares with respect to which Awards
may be made pursuant to the Plan shall not exceed  128,336  shares.  Such Shares
may either be authorized but unissued or treasury shares.

     Shares  which are subject to Stock  Appreciation  Rights and other  related
Options shall be counted only once in determining  whether the maximum number of
Shares  with  respect to which  Awards  may be  granted  under the Plan has been
exceeded. An Award shall not be considered to have been made under the Plan with
respect to any Option which  terminates  and new Awards may be granted under the
Plan with  respect  to the  number of Shares as to which  such  termination  has
occurred.

4.    Administration of the Plan.

     (a) Composition of the Committee.
The Plan shall be administered by the Committee  consisting of at least two
directors of the Corporation appointed by the Board Officers,  key employees and
other persons who are  designated by the Committee  shall be eligible to receive
Awards under the Plan,  and all persons  designated  as members of the Committee
shall be  "disinterested  persons"  within the  meaning of Rule 16b-3  under the
Securities Exchange Act of 1934 as amended.

         A  "disinterested  person"  is an  administrator  who  at the  time  he
exercises  discretion in administering  the Plan has not, at any time within one
year prior  thereto,  received a  discretionary  grant or award  pursuant to any
stock option plan of the Corporation or any of its affiliates.

         (b)      Powers of the Committee.

     The  Committee  is  authorized  (but only to the extent not contrary to the
expressed  provisions  of the Plan or to  resolutions  adopted  by the Board) to
interpret  the Plan,  to  prescribe,  amend and  rescind  rules and  regulations
relating to the Plan,  to determine  the form and content of Awards to be issued
under the Plan and to make other  determinations  necessary or advisable for the
administration of the Plan, and shall have and may exercise such other power and
authority  as may be  delegated to it by the Board firm time to time. A majority
of the entire  Committee shall  constitute a quorum and the action of a majority
of the  members  present at any  meeting  at which a quorum is present  shall be
deemed  the  action  of the  Committee.  In no event  may the  Committee  revoke
outstanding Awards without the consent of the Participant.

     The  Chairman  of the  Corporation  and  such  other  officers  as shall be
designated  by the  Committee  are  hereby  authorized  to  execute  instruments
evidencing Awards on behalf of the Corporation and to cause them to be delivered
to the Participants.

     (c) Effect of Committee's Decision.

     All decisions, determinations and interpretations of the Committee shall be
final and conclusive on all persons affected thereby.

5.    Eligibility.

     (a) Awards may be granted to officers, key employees and other persons. The
Committee  shall from time to time  determine  the  officers,  key employees and
other persons who shall be granted  Options or Awards under the Plan, the number
to be granted to each such  officers,  key employees and other persons under the
Plan, and whether Options granted to each such Participant  under the Plan shall
be Incentive and/or  Non-Incentive Stock Options. In selecting  Participants and
in  determining  the number of shares of Common Stock to be granted to each such
Participant  pursuant to each Award  granted  under the Plan,  the Committee may
consider the nature of the services rendered by each such Participant, each such
Participant's  current and potential  contribution to the Corporation,  and such
other  factors as the  Committee  may, in its sole  discretion,  deem  relevant.
Officers,  key employees or other persons who have been granted an Award may, if
otherwise eligible, be granted additional Options or Awards.

     (b) The aggregate  fair market value  (determined as of the date the Option
is granted)  of the Shares with  respect to which  Incentive  Stock  Options are
exercisable  for the first time by each  Employee  during the  calendar  year in
which they are first  exercisable  (under all Incentive  Stock Option plans,  as
defined in Section 422 of the Code, of the  Corporation or any present or future
Parent  or  Subsidiary   of  the   Corporation)   shall  not  exceed   $100,000.
Notwithstanding  the prior provisions of this Section 5, the Committee may grant
Options in excess of the foregoing  limitations,  provided said Options shall be
clearly and  specifically  designated as not being Incentive  Stock Options,  as
defined in Section 422 of the Code.

6. Term of Plan.  The Plan shall continue in effect for a term of ten (10) years
from the Effective  Date,  unless sooner  terminated  pursuant to Section 18. No
Option shall be granted  under the Plan after ten (10) years from the  Effective
Date.

7. Terms and Conditions of Incentive Stock Options.  Incentive Stock Options may
be granted only to Participants  who are Employees.  Each Incentive Stock Option
granted pursuant to the Plan shall be evidenced by an instrument in such form as
the Committee  shall from time to time approve.  Each and every  Incentive Stock
Option  granted  pursuant to the Plan shall comply with,  and be subject to, the
following terms and conditions:

     (a) Option Plan.

                  (i) The price per share at which each  Incentive  Stock Option
         granted under the Plan may be exercised shall not, as to any particular
         Incentive  Stock  Option,  be less  than the fair  market  value of the
         Common Stock at the time such  Incentive  Stock Option is granted.  For
         such purposes, the price will be the closing price on such date.

                  (ii)  In  the  case  of an  Employee  who  owns  Common  Stock
         representing  more than ten  percent  (10%) of the  outstanding  Common
         Stock at the time the Incentive Stock Option is granted,  the Incentive
         Stock  Option  price shall not be less than one hundred and ten percent
         (110%) of the fair  market  value of the  Common  Stock at the time the
         Incentive Stock Option is granted.

     (b) Payment.

     Full payment for each share of Common Stock  purchased upon the exercise of
any Incentive  Stock Option  granted under the Plan shall be made at the time of
exercise  of each  such  Incentive  Stock  Option  and shall be paid in cash (in
United States  Dollars),  bank check,  Common Stock or a combination of cash and
Common Stock.  Common Stock utilized in full or partial  payment of the exercise
price  shall be valued at its fair  market  value at the date of  exercise.  The
Corporation  shall  accept full or partial  payment in Common  Stock only to the
extent  permitted by  applicable  law. No shares of Common Stock shall be issued
until full  payment  therefore  has been  received  by the  Corporation,  and no
Optionee shall have any of the rights of a shareholder of the Corporation  until
shares of Common Stock are issued to him.

     (c) Term of Incentive Stock Option.

     The term of each Incentive Stock Option granted  pursuant to the Plan shall
be tot more than ten (10) years from the date each such  Incentive  Stock Option
is granted, provided that in the case of an Employee who owns stock representing
more than 10% of the Common Stock  outstanding  at the time the Incentive  Stock
Option is granted,  the term of the Incentive Stock Option shall not exceed five
(5) years.

     (d) Exercise Generally.

     Except as otherwise provided in Section 9 hereof, no Incentive Stock Option
may be  exercised  unless  the  Optionee  shall  have been in the  employ of the
Corporation  at all times during the period  beginning with the date of grant of
any such Incentive Stock Option and ending on the date three (3) months prior to
the date of exercise of any such  Incentive  Stock  Option.  The  Committee  may
impose
additional  conditions  upon the right of an Optionee to exercise any  Incentive
Stock Option granted  hereunder which are not inconsistent with the terms of the
Plan or the  requirements  for  qualification as an Incentive Stock Option under
Section 422 of the Code.

     (e) Transferability.

     Any Incentive Stock Option granted  pursuant to the Plan shall be exercised
during any  Optionee's  lifetime only by the Optionee to whom it was granted and
shall not be assignable or transferable otherwise than by will or by the laws of
descent and distribution.

8. Terms and Conditions of Non-Incentive Stock Options. Each Non-Incentive Stock
Option granted  pursuant to the Plan shall be evidenced by an instrument in such
form  as the  Committee  shall  from  time  to  time  approve.  Each  and  every
Non-Incentive Stock Option granted pursuant to the Plan shall comply with and be
subject to the following terms and conditions:

     (a) Option Price.

     The exercise price per share of Common Stock for each  Non-Incentive  Stock
Option granted  pursuant to the Plan,  other than Options  granted under Section
7(a) of the Plan, shall be such price as the Committee may determine in its sole
discretion.

     (b) Payment.

     Full payment for each share of Common Stock  purchased upon the exercise of
any Non-Incentive  Stock Option granted under the Plan shall be made at the time
of exercise of each such  Non-Incentive  Stock  Option and shall be paid in cash
(in United States  Dollars),  bank check,  Common Stock or a combination of cash
and Common  Stock.  Common  Stock  utilized  in full or  partial  payment of the
exercise price shall be valued at its fair market value at the date of exercise.
The Corporation shall accept full or partial payment in Common Stock only to the
extent  permitted by  applicable  law. No shares of Common Stock shall be issued
until full payment therefor has been received by the Corporation and no Optionee
shall  have any of the  rights of a  shareholder  of the  Corporation  until the
shares of Common Stock are issued to him.

     (c) Term.

     The term of each  Non-Incentive  Stock Option granted  pursuant to the Plan
shall be not more than ten (10)  years  from the date  each  such  Non-Incentive
Stock Option is granted.

     (d) Exercise Generally.

     The  Committee  may  impose  additional  conditions  upon the  right of any
Participant to exercise any  Non-Incentive  Stock Option granted hereunder which
are not inconsistent with the terms of the Plan.

     (e) Transferability.

     Any  Non-Incentive  Stock  Option  granted  pursuant  to the Plan  shall be
exercised  during any  Optionee's  lifetime  only by the Optionee to whom it was
granted and shall not be assignable or transferable otherwise than by will or by
the laws of descent and distribution.
9. Effect of Termination of Employment.  Disability or Death on Incentive  Stock
Options.

     (a) Termination of Employment.

     In the  event  that any  Optionee's  employment  by the  Corporation  shall
terminate for any reason,  other than  Permanent and Total  Disability  (as such
term is  defined  in  Section  22(e)(3)  of the Code) or death,  all of any such
Optionee's  Incentive Stock Options,  and all of any such  Optionee's  rights to
purchase or receive shares of Common Stock pursuant thereto, shall automatically
terminate  on the  earlier of (i) the  respective  expiration  dates of any such
Incentive Stock Options or (ii) the expiration of not more than three (3) months
after the date of such termination of employment, but only if, and to the extent
that, the Optionee was entitled to exercise any such Incentive  Stock Options at
the date of such  termination  of  employment.  In the event  that a  subsidiary
ceases to be a  subsidiary  of the  Corporation,  the  employment  of all of its
employees who are not immediately  thereafter employees of the Corporation shall
be  deemed  to  terminate  upon the  date  such  subsidiary  so  ceases  to be a
subsidiary of the Corporation.

     (b) Disability.

     In the  event  that any  Optionee's  employment  by the  Corporation  shall
terminate as the result of the Permanent and Total  Disability of such Optionee,
such Optionee may exercise any Incentive  Stock Options  granted to him pursuant
to the Plan at any time prior to the  earlier of (i) the  respective  expiration
dates of any such Incentive Stock Options or (ii) the date which is one (1) year
after the date of such termination of employment, but only if, and to the extent
that, the Optionee was entitled to exercise any such Incentive  Stock Options at
the date of such termination of employment.

     (c) Death.

     In the event of the death of any  Optionee,  any  Incentive  Stock  Options
granted to any such  Optionee  may be exercised by the person or persons to whom
the Optionee's  rights under any such Incentive Stock Options pass by will or by
the laws of descent and distribution (including the Optionee's estate during the
period of  administration)  at any time or to the earlier of (i) the  respective
expiration  dates of any such Incentive  Stock Options or (ii) the date which is
one (1) year  after the date of death of such  Optionee  but only if, and to the
extent that,  the Optionee  was  entitled to exercise any such  Incentive  Stock
Options at the date of death.  For purposes of this Section 9(c),  any Incentive
Stock Option held by an Optionee shall be considered  exercisable at the date of
his death if the only unsatisfied  condition  precedent to the exercisability of
such  Incentive  Stock Option at the date of death is the passage of a specified
period of time.

     (d) Incentive Stock Options Deemed Exercisable.

     For purposes of Sections  9(a),  9(b) and 9(c) above,  any Incentive  Stock
Option held by any Optionee  shall be considered  exercisable at the date of the
termination of his employment if any such Incentive Stock Option would have been
exercisable at such date of termination of employment.

     (e) Termination of Incentive Stock Options.

     To the extent that any Incentive Stock Option granted under the Plan to any
Optionee  whose  employment by the  Corporation  terminates  shall not have been
exercised  within the  applicable  period set forth in this  Section 9, any such
Incentive  Stock Option,  and all rights to purchase or receive shares of Common
Stock pursuant  thereto,  as the case may be, shall terminate on the last day of
the applicable period.
10. Effect of Termination of  Employment,  Disability or Death on  Non-Incentive
Stock Options.  The terms and conditions of Non-Incentive Stock Options relating
to the effect of the termination of an Optionee's  employment,  disability of an
Optionee or his death shall be such terms and conditions as the Committee shall,
in its sole discretion, determine at the time of termination.

11. Right of Repurchase and Restrictions on Disposition.  The Committee,  in its
sole  discretion,  may  include,  as a team of any  Incentive  Stock  Option  or
Non-Incentive  Stock Option,  the right (the  "Repurchase  Right"),  but not the
obligation,  to  repurchase  all or any  amount  of the  Shares  acquired  by an
Optionee  pursuant  to the  exercise  of any such  Options.  The  intent  of the
Repurchase Right is to encourage the continued  employment of the Optionee.  The
Repurchase Right shall provide for, among other things, a specified  duration of
the Repurchase  Right, a specified  price per Share to be paid upon the exercise
of the Repurchase  Right and a restriction  on the  disposition of the Shares by
the Optionee during the period of the Repurchase Right. The Repurchase Right may
permit the  Corporation to transfer or assign such right to another  party.  The
Corporation  may exercise the Repurchase  Right only to the extent  permitted by
applicable law.

12. Stock  Appreciation  Rights.  A Stock  Appreciation  Right  shall,  upon its
exercise, entitle the Participant to whom such Stock Appreciation was granted to
receive a number of Shares or cash or combination  thereof,  as the Committee in
its discretion shall  determine,  the aggregate value of which (i.e., the sum of
the  amount  of cash  and/or  the fair  market  value of such  Shares on date of
exercise)  shall  equal (as nearly as  possible,  it being  understood  that the
Corporation shall not issue any fractional  shares) the amount by which the fair
market  value per Share on the date of such  exercise  shall exceed the exercise
price of such Stock Appreciation Right,  multiplied by the number of Shares with
respect of which such Stock  Appreciation  Right  shall have been  exercised.  A
Stock  Appreciation  Right  may be  related  to an  Option  or  may  be  granted
independently of any Option as the Committee shall determine whether and to what
extent a Related Stock Appreciation Right shall be granted with respect thereto;
provided  however and  notwithstanding  any other provision of the Plan, that if
the Related Option is an Incentive Stock Option,  the Related Stock Appreciation
Right shall satisfy all the  restrictions and limitations of Section 7 hereof as
if such Related Stock  Appreciation Right were an Incentive Stock Option. In the
case of a Related  Option,  such Related Option shall cease to be exercisable to
the extent of the Shares with  respect to which the Related  Stock  Appreciation
Right was exercised.  Upon the exercise or termination of a Related Option,  any
Related  Stock  Appreciation  Right shall  terminate  to the extent to which the
Shares with respect to which the Related Option was exercised or terminated.

13.  Recapitalization,  Merger,  Consolidation,  Change in Control  and  Similar
Transactions.

     (a) Adjustment.

     Subject to any required action by the shareholders of the Corporation,  the
aggregate  number  of shares of Common  Stock  for which  stock  options  may be
granted  hereunder,  the  number  of  shares of  Common  Stock  covered  by each
outstanding  stock option,  and the exercise  price per share of Common Stock of
each such stock option,  shall be  proportionately  adjusted for any increase or
decrease  in the  number  of issued  and  outstanding  shares  of  Common  Stock
resulting  from a  subdivision  or  consolidation  of shares or the payment of a
stock  dividend (but only on the Common Stock) or any other increase or decrease
in the number of such  shares of Common  Stock  effected  without the receipt of
consideration by the Corporation.

     (b) Change in Control.

     All outstanding Stock Options shall become  immediately  exercisable in the
event of a change in control or imminent  change in control of the  Corporation,
as  determined  by a  Committee.  In the  event of
such a change in control or imminent  change in control,  the Optionee shall, at
the discretion of the Committee,  be entitled to receive cash in an amount equal
to the fair  market  value of the  Common  Stock  subject  to any  Incentive  or
Non-Incentive Stock Option over the Option Price of such shares, in exchange for
the surrender of such Options by the Optionee on that date. For purposes of this
Section,  "change in control"  shall mean: (i) the execution of an agreement for
the sale of all, or a material portion,  of the assets of the Corporation;  (ii)
the  execution  of  an  agreement  for  a  merger  or  recapitalization  of  the
Corporation or any merger or recapitalization whereby the Corporation is not the
surviving  entity;  (iii) a change in control of the  Corporation,  as otherwise
defined  or  determined  by the  Office of  Thrift  Supervision  or  regulations
promulgated  by it; or (iv) the  acquisition,  directly  or  indirectly,  of the
beneficial  ownership  (within the meaning of that term as it is used in Section
13(d)  of the  Securities  Exchange  Act of  1934,  as  amended  and  the  rules
promulgated  thereunder) of ten percent (10%) or more of the outstanding  voting
securities of the Corporation by any person,  trust,  entity or group.  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.  For
purposes of this Section,  "imminent change in control" shall refer to any offer
or announcement, oral or written, by any person or persons acting as a group, to
acquire control of the Corporation.  The decision of the Committee as to whether
a change  in  control  or  imminent  change in  control  has  occurred  shall be
conclusive and binding.

     (c) Extraordinary Corporate Action.

     Subject to any required action by the shareholders of the  Corporation,  in
the event of any Change in  Control,  recapitalization,  merger,  consolidation,
exchange of shares, spin-off, reorganization, tender offer, liquidation or other
extraordinary  corporate action or event, the Committee, in its sole discretion,
shall have the power, prior or subsequent to such action or event to:

     (i)  appropriately  adjust the number of shares of Common Stock  subject to
each  stock  option,  the  exercise  price per share of  Common  Stock,  and the
consideration  to be given or received by the  Corporation  upon the exercise of
any outstanding Option;

     (ii)  cancel  any  or  all  previously   granted  Options,   provided  that
appropriate  consideration  is paid to the  Optionee  in  connection  therewith;
and/or

     (iii)  make  such  other  adjustments  in  connection  with the Plan as the
Committee, in its sole discretion,  deems necessary,  desirable,  appropriate or
advisable;  provided,  however,  that no action shall be taken by the  Committee
which would cause Incentive  Stock Options granted  pursuant to the Plan to fail
to meet the requirements of Section 422 of the Code.

     Except as expressly provided in Section 13(a) and 13(b) hereof, no Optionee
shall have any rights by reason of the occurrence of any of the events described
in this Section 13.

     (d) Acceleration.

     The Committee  shall at all times have the power to accelerate the exercise
date of Options previously granted under the Plan.

14.  Time of  Granting  Options.  The date of grant of an Option  under the Plan
shall,  for  all  purposes,  be the  date  on  which  the  Committee  makes  the
determination  of granting  such Option.  Notice of the  determination  shall be
given to each Employee to whom an Option is so granted within a reasonable  time
after the date of such
15.  Effective  Date.  The Plan shall become  effective  on September  18, 1992.
Options may be granted prior to ratification of the Plan by the  stockholders if
the exercise of such Options is subject to such stockholder ratification.

16. Approval of Stockholders.  The Plan shall be approved by stockholders of the
Corporation  within  twelve  (12)  months  before or after  the date it  becomes
effective.

17.  Modification  of Options.  At any time and from time to time, the Board may
authorize the  Committee to direct the execution of an instrument  providing for
the  modification  of any  outstanding  Option,  provided no such  modification,
extension  or renewal  shall  confer on the  holder of said  Option any right or
benefit which could not be conferred on him by the grant of a new Option at such
time, or shall not materially  decrease the Optionee's benefits under the Option
without the consent of the holder of the Option,  except as otherwise  permitted
under Section 18 hereof.

18. Amendment and Termination of the Plan.

     (a) Action of the Board.

     The Board may alter, suspend or discontinue the Plan, except that no action
of the Board may  increase  (other  than as  provided in Section 13) the maximum
number of shares  permitted to be optioned under the Plan,  materially  increase
the benefits  accruing to Participants  under the Plan or materially  modify the
requirements for eligibility for participation in the Plan unless such action of
the Board shall be subject to approval or  ratification  by the  shareholders of
the Corporation.

     (b) Change in Applicable Law.

     Notwithstanding  any other provision contained in the Plan, in the event of
a change in any Federal or state law,  rule or  regulation  which would make the
exercise of all or part of any previously granted Incentive and/or Non-Incentive
Stock Option unlawful or subject the  Corporation to any penalty,  the Committee
may  restrict  any such  exercise  without the consent of the  Optionee or other
holder  thereof in order to comply with any such law,  rule or  regulation or to
avoid any such penalty.

19. Conditions Upon Issuance of Shares.  Shares shall not be issued with respect
to any Option  granted  under the Plan unless the  issuance and delivery of such
Shares shall  comply with all relevant  provisions  of law,  including,  without
limitation,  the Securities Act of 1933, as amended,  the rules and  regulations
promulgated thereunder, any applicable state securities law and the requirements
of any stock exchange upon which the Shares may then be listed.

     The  inability of the  Corporation  to obtain from any  regulatory  body or
authority  deemed by the  Corporation's  counsel to be  necessary  to the lawful
issuance and sale of any Shares  hereunder  shall relieve the Corporation of any
liability with respect to the nonissuance of such Shares.

     As a condition to the exercise of an Option,  the  Corporation  may require
the person exercising the Option to make such  representations and warranties as
may  be  necessary  to  assure  the   availability  of  an  exemption  from  the
registration requirements of federal or state securities law.

20.  Reservation of Shares.  During the term of the Plan, the  Corporation  will
reserve  and keep  available  a number  of  Shares  sufficient  to  satisfy  the
requirements of the Plan.

21. Unsecured Obligation.  No Participant under the Plan shall have any interest
in any fund or  special  asset of the  Corporation  by reason of the Plan or the
grant of any Incentive or Non-Incentive
Stock  Option to  him/her  under the Plan.  No trust  fund  shall be  created in
connection  with the Plan or any grant of any Incentive or  Non-Incentive  Stock
Option  hereunder  and there shall be no required  funding of amounts  which may
become payable to any Participant.

22.  Withholding  Tax. The  Corporation  shall have the right to deduct from all
amounts paid in cash with respect to the exercise of a Stock  Appreciation Right
under the Plan any taxes  required  by law to be withheld  with  respect to such
cash payments. Where a Participant or other person is entitled to receive Shares
pursuant to the exercise of an Option or Stock  Appreciation  Right  pursuant to
the Plan,  the  Corporation  shall have the right to require the  Participant or
such  other  person to pay the  Corporation  the  amount of any taxes  which the
Corporation  is required to withhold  with respect to such  Shares,  or, in lieu
thereof,  to retain,  or sell without notice, a number of such Shares sufficient
to cover the amount required to be withheld.

23.  Governing  Law. The Plan shall be governed by and  construed in  accordance
with the laws of the  Commonwealth  of  Pennsylvania,  except to the extent that
Federal law shall be deemed to apply.
EXHIBIT 10.3
YORK FINANCIAL CORP.

               1992 NON-INCENTIVE STOCK OPTION PLAN FOR DIRECTORS

I.        Purpose

The purpose of the York  Financial  Corp.  Non-Incentive  Stock  Option Plan for
Directors (the "Directors'  Option Plan" or "Plan") is to promote the growth and
profitability  of York Financial Corp. (the "Holding  Company") and York Federal
Savings and Loan Association (the "Association"),  its wholly-owned  subsidiary,
and to provide  outside  directors  of the Holding  Company with an incentive to
achieve  long-term  objectives  of  the  Holding  Company,  attract  and  retain
non-employee  directors of  outstanding  competence  and to provide such outside
directors  with an  opportunity  to acquire an equity  interest  in the  Holding
Company.

II.       Grant of Options

     (A) Initial  Grant to Current  Directors.  Each director as of October 1 of
each year (for purposes of this Directors' Option Plan the term "Director" shall
mean a member of the Board of Directors  of the Holding  Company) is eligible to
be granted  non-tax  qualified  stock  options to purchase  shares of the Common
Stock  ("Common  Stock")  subject to  adjustment as provided in Section IV. Each
Director as of each October 1 subsequent  to the date of adoption of the Plan by
the Board of Directors shall receive immediately exercisable,  non-tax qualified
stock options to purchase  2500 shares per year,  to the extent shares  reserved
pursuant to this Plan are available.  The purchase price per share of the Common
Stock deliverable upon the exercise of each non-tax qualified stock option shall
be the fair market value of the Common Stock on the date of grant.

     (B) Fair Market Value.  For purposes of this  Directors'  Option Plan, when
used in connection  with Common Stock on a certain date, Fair Market Value means
the  reported  closing  price of the Common  Stock as reported  on the  National
Market  System of the  National  Association  of  Securities  Dealers  Automated
Quotation  System ("NASDAQ NMS") or such other national  securities  exchange on
which the shares are traded on the last business day before the date of grant.

III.      Terms and Conditions

     (A) Self-Administration.  The grant of options under the Plan shall be made
pursuant  to  Section  II(A).  Accordingly,  the Plan  should  be  deemed  to be
self-administered under Rule 16b-3 under the Securities Exchange Act of 1934, as
amended.

     (B) Option  Agreement.  Each option shall be evidenced by a written  option
agreement between the Holding Company and the Director  specifying the number of
shares of Common Stock that may be acquired  through its exercise and containing
such other terms and  conditions  which are not  inconsistent  with the terms of
this grant.

     (C)  Termination  of Option.  Each option  shall expire (i) one hundred and
twenty (120) months  following  the date of grant.  If the Director  dies before
fully exercising any portion of an option then  exercisable,  such option may be
exercised by such Director's personal  representative(s),  heir(s) or devisee(s)
at any time within the one (1) year period following his or her death; provided,
however,  that in no event shall the option be exercisable more than one hundred
and twenty (120) months after the date grant.  If the Director is terminated for
cause all options awarded to him shall expire upon such termination.
(D) Manner of Exercise.  The option may be exercised  from time to time, in
whole or in part, by delivering a written notice of exercise to the President of
the Holding Company.  Such notice is irrevocable and must be accompanied by full
payment of the purchase  price in cash or by such other means as  determined  by
the Board of Directors.

     (E)  Transferability.  Each option  granted hereby may be exercised only by
the Director to whom it is issued or in the event of the Director's  death,  his
or her personal  representative(s),  heir(s) or devisee(s) pursuant to the terms
of Section III(C).

     (F) Change of Control. In the event of such a change in control or immanent
change in control of the Holding  Company,  the recipient of an option hereunder
shall be entitled to receive cash in an amount equal to the fair market value of
the Common Stock  subject to any option over a option such  shares,  in exchange
for the surrender of such options by the optionee on that date.  For purposes of
this Section,  "change in control" shall mean: (i) the execution of an agreement
for the  sale of all,  or a  material  portion,  of the  assets  of the  Holding
Company;  (ii) the execution of an agreement for a merger or recapitalization of
the  Holding  Company  or any merger or  recapitalization  whereby  the  Holding
Company is not the  surviving  entity;  (iii) a change in control of the Holding
Company,  as otherwise defined or determined by the Office of Thrift Supervision
or regulations promulgated by it or, if applicable, by any other applicable bank
regulatory  agency;  or (iv) the  acquisition,  directly or  indirectly,  of the
beneficial  ownership  (within the meaning of that term as it is used in Section
13(d)  of the  Securities  Exchange  Act of  1934,  as  amended  and  the  rules
promulgated  thereunder) of ten percent (10%) or more of the outstanding  voting
securities of the Holding  Company by any person,  trust,  entity or group.  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.  For
purposes of this Section,  "imminent change in control" shall refer to any offer
or announcement, oral or written, by any person or persons acting as a group, to
acquire control of the Holding Company.

IV. Common Stock Subject to the Directors' Option Plan

     The shares  which shall be issued and  delivered  upon  exercise of options
granted under the Directors'  Option Plan may be either  authorized and unissued
shares of Common Stock or  authorized  and issued shares of Common Stock held by
the Holding  Company as  treasury  stock.  The number of shares of Common  Stock
reserved for issuance under this Directors'  Option Plan shall not exceed 60,000
shares of the Common Stock of the Holding.  Company,  par value $1.00 per share,
subject to  adjustments  pursuant to this Section IV. Any shares of Common Stock
subject  to an option  which for any reason  either  terminates  unexercised  or
expires,  shall again be available  for issuance  under this  Directors'  Option
Plan.

     In the event of any change or changes in the  outstanding  Common  Stock by
reason of a stock dividend or split, recapitalization,  reorganization,  merger,
consolidation,  split-off, combination or any similar corporate change, or other
increase  or  decrease in such  shares  effected  without  receipt or payment of
consideration by the Holding Company, the number of shares of Common Stock which
may be issued under this Directors'  Option Plan, the number of shares of Common
Stock subject to options granted or to be granted under this  Directors'  Option
Plan, and the option price of such options,  shall be automatically  adjusted to
prevent  dilution or  enlargement of the rights granted to a Director under this
Directors' Option Plan.
V.   Effective Date of the Plan; Shareholder Ratification

     The  Directors'  Option  Plan was  adopted  by the  Board of  Directors  on
September  18,1992 and shall become effective upon  ratification by stockholders
of the Holding  Company at the first annual or special  meeting of  stockholders
held  after  adoption  of the Plan by the  Board  of  Directors.  Following  the
adoption  by the  Board of  Directors,  this  Directors'  Option  Plan  shall be
presented to  shareholders of the Company for  ratification  for purposes of (i)
obtaining favorable treatment under Section 16(b) of the Securities Exchange Act
of 1934; and (ii)  maintaining  listing on the NASDAQ NMS or such other national
securities exchange on which the Common Stock is traded; provided, however, that
the failure to obtain  shareholder  ratification will not effect the validity of
the Plan and the options granted thereunder.

VI.  Termination of the Plan

     The right to grant options under this Directors' Option Plan will terminate
upon the earlier of ten years after the Effective Date of the Plan, the issuance
of the Common Stock or exercise of options equal to the maximum number of shares
of Common  Stock  reserved  for under this Plan.  A majority of the  outstanding
shares of the Common Stock  entitled to vote is required to terminate this Plan;
provided,  however,  no such  termination  shall,  without  the  consent  of the
affected individual,  affect such individual's rights under a previously granted
option.

VII. Applicable Law

     The  Plan  will  be  administered  in  accordance  with  the  laws  of  the
Commonwealth of Pennsylvania to the extent not superseded by Federal law.
EXHIBIT 10.4
YORK FINANCIAL CORP.

               1995 NON-QUALIFIED STOCK OPTION PLAN FOR DIRECTORS

I.   Purpose

     The purpose of the York Financial  Corp.  1995  Non-Qualified  Stock Option
Plan for Directors  (the  "Directors'  Option Plan" or "Plan") is to promote the
growth and  profitability  of York Financial Corp.  (the "Holding  Company") and
York Federal Savings and Loan Association (the "Association"),  its wholly-owned
subsidiary, and to provide directors of the Holding Company with an incentive to
achieve  long-term  objectives  of  the  Holding  Company,  attract  and  retain
directors  of  outstanding  competence  and to provide  such  directors  with an
opportunity to acquire an equity interest in the Holding Company.

II.  Grant of Options

     (A) Initial  Grants.  Upon the effective  date of the Plan (as set forth in
Section  V  hereof),  each  Director  shall  receive  a grant of an  immediately
exercisable  non-tax qualified stock option covering 15,000 shares of the Common
Stock of the Holding  Company (the "Common Stock") at an exercise price equal to
100% of the Fair Market  Value of the Common  Stock.  For  purposes of the Plan,
"Director" shall mean a member of the Board of Directors of the Holding Company,
including any director who is an employee of the Holding Company.

     (B) Grants Current Directors. Each Director as of each October 1 subsequent
to the date of adoption of the Plan by the Board of Directors  shall  receive an
immediately exercisable,  nontax qualified stock option to purchase 2,500 shares
per year to the extent shares reserved pursuant to this Plan are available at an
exercise price equal to 100% of the Fair Market Value of the Common Stock.

     (C) Fair Market Value.  For purposes of this  Directors'  Option Plan, when
used in  connection  with Common Stock on a certain  date,  "Fair Market  Value"
means the reported  closing price of the Common Stock on the Nasdaq Stock Market
or such other national securities exchange on which the shares are traded on the
last business day before the date of grant.

III. Terms and Conditions

     (A) Self-Administration.  The grant of options under the Plan shall be made
pursuant  to  Section  11.  Accordingly,   the  Plan  should  be  deemed  to  be
self-administered under Rule 16b-3 under the Securities Exchange Act of 1934, as
amended.

     (B) Option  Agreement.  Each option shall be evidenced by a written  option
agreement between the Holding Company and the Director  specifying the number of
shares of Common Stock that may be acquired  through its exercise and containing
such other terms and  conditions  which are not  inconsistent  with the terms of
this grant.

     (C) Termination of Option.  Each option shall expire one hundred and twenty
(120) months  following  the date of grant.  If the  Director  dies before fully
exercising  any  portion  of as option  then  exercisable,  such  option  may be
exercised by such Director's personal  representative(s),  heir(s) or devisee(s)
at any time within the one (1) year period following his or her death; provided,
however,  that in no event shall the option be exercisable more than one hundred
and twenty (120) months after the date grant.  If the Director is terminated for
cause, all options awarded to him shall expire upon such termination.
(D) Manner of Exercise.  The option may be exercised  from time to time, in
whole or in part, by delivering a written notice of exercise to the President of
the Holding Company.  Such notice is irrevocable and must be accompanied by full
payment of the purchase  price in cash or by such other means as  determined  by
the Board of Directors.

     (E)  Transferability.  Each option  granted hereby may be exercised only by
the Director to whom it is issued or in the event of the Director's  death,  his
or her personal  representative(s),  heir(s) or devisee(s) pursuant to the terms
of Section III(C).

     (F) Change of  Control.  In the event of a change in  control  or  imminent
change in control of the Holding  Company,  the recipient of an option hereunder
shall be entitled to receive cash in an amount equal to the fair market value of
the Common Stock subject to any option over the option price of such shares,  in
exchange for the  surrender  of such  options by the optionee on that date.  For
purposes of this Section,  "change in control"  shall mean: (i) the execution of
an agreement  for the sale of all, or a material  portion,  of the assets of the
Holding   Company;   (ii)  the  execution  of  an  agreement  for  a  merger  or
capitalization of the Holding Company or any merger or recapitalization  whereby
the Holding  Company is not the surviving  entity;  (iii) a change in control of
the Holding Company,  as otherwise defined or determined by the Office of Thrift
Supervision  or regulations  promulgated  by it or, if applicable,  by any other
applicable  bank  regulatory  agency;  or  (iv)  the  acquisition,  directly  or
indirectly,  of the beneficial  ownership (within the meaning of that term as it
is used in Section13(d)  of the Securities  Exchange Act of 1934, as amended and
the  rules  promulgated  thereunder)  of  ten  percent  (10%)  or  more  of  the
outstanding  voting  securities  of the Holding  Company by any  person,  trust,
entity or group.  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.  For purposes of this Section,  "imminent change in
control"  shall  refer to any offer or  announcement,  oral or  written,  by any
person or persons acting as a group, to acquire control of the Holding Company.

IV.  Common Stock Subject to the Directors' Option Plan

     The shares  which shall be issued and  delivered  upon  exercise of options
granted under the Directors'  Option Plan may be either  authorized and unissued
shares of Common Stock or  authorized  and issued shares of Common Stock held by
the Holding  Company as  treasury  stock.  The number of shares of Common  Stock
reserved for issuance under this Directors' Option Plan shall not exceed 300,000
shares of the Common  Stock of the Holding  Company,  par value $1.00 per share,
subject to  adjustments  pursuant to this Section IV. Any shares of Common Stock
subject  to an option  which for any reason  either  terminates  unexercised  or
expires,  shall again be available  for issuance  under this  Directors'  Option
Plan.

     In the event of any change or changes in the  outstanding  Common  Stock by
reason of a stock dividend or split, recapitalization,  reorganization,  merger,
consolidation,  split-off, combination or any similar corporate change, or other
increase  or  decrease in such  shares  effected  without  receipt or payment of
consideration by the Holding Company, the number of shares of Common Stock which
may be issued under this Directors'  Option Plan, the number of shares of Common
Stock subject to options granted or to be granted under this  Directors'  Option
Plan, and the option price of such options,  shall be automatically  adjusted to
prevent  dilution or  enlargement of the rights granted to a Director under this
Directors' Option Plan.

V.   Effective Date of the Plan; Shareholder Ratification

     The  Directors'  Option Plan was  effective  upon  adoption by the Board of
Directors on January 6, 1995, subject to shareholder  approval.  This Directors'
Option Plan shall be presented  to  shareholders  of the Holding  Company at the
first  annual  meeting  of   shareholders   following  the  effective  date  for
ratification  for purposes of (i) obtaining  favorable  treatment  under Section
16(b) of the Securities  Exchange Act of 1934; and (ii)  maintaining  listing on
the Nasdaq Stock Market or such other national  securities exchange on which the
Common Stock is traded.

VI.      Amendment; Termination of the Plan

The Board of  Directors  of the  Holding  Company  may  amend,  alter,  suspend,
discontinue,  or terminate the Plan or any portion thereof at any time; provided
that no such amendment, alteration,  suspension,  discontinuation or termination
shall be made  without  shareholder  approval if such  approval is  necessary to
comply with any tax or regulatory requirement,  including for these purposes any
approval  requirement  which is a prerequisite for exemptive relief from Section
16(b) of the  Exchange  Act for which or with which the Board deems it necessary
or  desirable  to  qualify  or  comply.  The right to grant  options  under this
Directors'  Option Plan will  terminate  upon the earlier of ten years after the
Effective Date of the Plan, or upon the issuance of the Common Stock or exercise
of options  equal to the maximum  number of shares of Common Stock  reserved for
issuance  under this Plan.  A majority of the  outstanding  shares of the Common
Stock entitled to vote is required to terminate this Plan; provided, however, no
such termination shall, without the consent of the affected  individual,  affect
such individual's rights under a previously granted option.

VII.     Applicable Law

     The  Plan  will  be  administered  in  accordance  with  the  laws  of  the
Commonwealth of Pennsylvania, to the extent not superseded by Federal law.
EXHIBIT 23.2

                         CONSENT OF ARTHUR ANDERSEN LLP
[Letterhead of Arthur Anserson]

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation in
this  registration  statement of our report dated  January 19, 2000  included in
Harris Financial, Inc.'s Form 10-K for the year ended December 31, 1999.

                                                /s/ Arthur Anderson LLP

Lancaster, PA
December 13, 2000