CHANGE-IN-CONTROL AGREEMENT



         This AGREEMENT is made effective as of___________________ 2004, by and

among Waypoint Bank (the "Bank" a federally-chartered savings bank, with its

principal administrative office at 235 North Second Street, Harrisburg,

Pennsylvania, 17101, Waypoint Financial Corp. (the "Holding Company"), a

corporation organized under the laws of the Commonwealth of Pennsylvania which

is the holding company for the Bank, and _________________ (the "Executive").



         WHEREAS, the Bank recognizes the substantial contribution Executive has

made to the Bank and wishes to protect Executive's position therewith in the

event of a Change-in-Control for the period provided in this Agreement; and



         WHEREAS, Executive has been appointed to, and has agreed to serve in

the position of Senior Vice President, ____________________ for Waypoint Bank, a

position of substantial responsibility.



         NOW, THEREFORE, in consideration of the contribution and

responsibilities of Executive, and upon the other terms and conditions

hereinafter provided, the parties hereto agree as follows:



1.       TERM OF AGREEMENT.



         The term of this agreement shall be deemed to have commenced as of the

date first above written and shall continue for a period of twenty-four (24)

full calendar months thereafter. The Agreement will be up for consideration for

renewal each February, after the Board of Directors completes a formal

performance evaluation of the Executive. The purpose of this evaluation will be

to determine whether or not to extend the Agreement. The results of this

evaluation will be included in the Minutes of the next Board Meeting. The

Agreement will renew for an additional year so that the remaining term shall be

two (2) years unless written notice is provided to the Executive at least ten

(10) days, but not more than twenty (20) days prior to the anniversary date,

that this Agreement shall cease at the end of the twelve (12) months following

such anniversary date.



2.       PAYMENT TO THE EXECUTIVE UPON CHANGE-IN-CONTROL.



         (a) Upon the occurrence of a Change-in-Control of the Bank or the

Holding Company (as herein defined) followed at any time during the term of this

Agreement by the "justified voluntary" (for any of the bases set below) or

involuntary termination of Executive's employment, other than for Cause, as

defined in Section 2(c) hereof, the provisions of Section 3 shall apply. Upon

the occurrence of a Change-in-Control,



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Executive shall have the right to elect to "justifiably voluntarily" terminate

his/her employment at any time during the term of this Agreement following any

material reduction in salary or benefits; relocation of his/her principal place

of employment to more than 35 miles from its location immediately prior to the

Change-in-Control; or a material reduction in his/her authority or

responsibility relative to similarly experienced and compensated employees of

the surviving or acquiring entity.



         (b) "Change-in-Control" shall mean an event of a nature that: (i) would

be required to be reported in response to Item 1 of the current report on Form

8-K, as in effect on the date hereof, pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934 (the "Exchange Act"); or (ii) results in a

Change-in-Control of the Bank or the Holding Company within the meaning of the

Change in Bank Control Act and the Rules and Regulations promulgated by the

Federal Deposit Insurance Corporation ("FDIC") at 12 C.F.R. ss. 303.4 (a) with

respect to the Bank and the Board of Governors of the Federal Reserve System

("FRB") at 12 C.F.R. ss. 225.41(b) with respect to the Stock Holding Company, as

in effect on the date hereof; or (iii) without limitation such a

Change-in-Control shall be deemed to have occurred at such time as (a) any

"person" (as the term is used in Sections 13(d) and 14(d) of the Exchange Act)

is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the

Exchange Act), directly or indirectly, of Securities of the Bank or the Holding

Company representing 20% or more of the Bank's or the Holding Company's

outstanding securities except for any securities of the Bank purchased by the

Holding Company in connection with the conversion of the Company to the stock

form and any securities purchased by the Bank's employee stock ownership plan

and trust; or (b) individuals who constitute the Board on the date hereof (the

"Incumbent Board") cease for any reason to constitute at least a majority

thereof, provided that any person becoming a director subsequent to the date

hereof whose election was approved by a vote of at least three-quarters of the

directors comprising the Incumbent Board, or whose nomination for election by

the Holding Company's stockholders was approved by the same Nominating Committee

serving under an Incumbent Board, shall be, for purposes of this clause (b),

considered as though he/she were a member of the Incumbent Board; or (c) a plan

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