Exhibit 10.1 SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT This SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT is made effective as of December 10, 2002, by and among Chester National Bank, a national bank, Chester Bancorp, Inc., A Delaware Corporation, and Edward...

                                                                    Exhibit 10.1

                     SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT


               This SIXTH AMENDMENT TO EMPLOYMENT AGREEMENT is made effective
as of December 10, 2002, by and among Xxxxxxx National Bank, a national bank,
Xxxxxxx Bancorp, Inc., A Delaware Corporation, and Xxxxxx X. Xxxxxxx.

                  WHEREAS, the parties hereto previously entered into and
executed that certain Employment Agreement dated October 4, 1996, as amended by
that a First, Second, Third, Fourth and Fifth Amendment to Employment Agreement
dated December 31, 1997, December 8, 1998, December 14, 1999, December 12, 2000,
and December 11, 2001 (the "Employment Agreement"). Capitalized terms used
herein and not otherwise defined herein have the meanings given to such terms in
the Employment Agreement;

                  WHEREAS, the parties to the Employment Agreement desire to
amend the Agreement to extend the term thereof for an additional year, as
contemplated by Section 2 of the Employment Agreement;

                  WHEREAS, the Board of Directors of the Bank and Company has
conducted a formal performance evaluation of the Executive for purposes of
determining whether to extend the Employment Agreement, and has determined that
such Employment Agreement should be extended for an additional year.

                  NOW, THEREFORE, in consideration of the mutual covenants
contained herein and in the Employment Agreement, and upon the other terms and
conditions hereinafter provided, the parties hereto agree that the term of the
Employment Agreement is hereby extended until January 1, 2006 and all other
terms and provisions of the Employment Agreement shall remain in full force and
effect.

                  IN WITNESS WHEREOF, the parties hereto have executed this
Amendment to Employment Agreement as of the 10th day of December 2002.


XXXXXXX NATIONAL BANK                       XXXXXXX BANCORP, INC.

By:                                         By:
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Name: Xxxxxx X. Xxxxx                      Name: Xxxxxxx X. Xxxxx
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Title: Vice President and Secretary         Title: Chairman, President and CFO
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EXECUTIVE


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Xxxxxx X. Xxxxxxx
Chief Executive Officer
Secretary and Treasurer