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                                                                    EXHIBIT 10.8


                                    AGREEMENT


         AGREEMENT, dated this 9th day of December 1997, between Commonwealth
Bancorp, Inc. (the "Corporation"), a Pennsylvania corporation, and Charles H.
Meacham (the "Executive").


                                   WITNESSETH

         WHEREAS, the Executive is presently Chairman of the Board and Chief
Executive Officer of the Corporation and Commonwealth Bank (the "Bank")
(together, the "Employers");

         WHEREAS, the Employers desire to be ensured of the Executive's
continued active participation in the business of the Employers, and the Bank is
concurrently entering into a new Agreement with the Executive to supersede the
agreement with the Executive dated January 1, 1997;

         WHEREAS, in accordance with Office of Thrift Supervision ("OTS")
Regulatory Bulletin 27a, the Corporation and the Bank desire to enter into
separate agreements with the Executive with respect to his employment by each of
the Employers; and

         WHEREAS, in order to induce the Executive to remain in the employ of
the Employers and in consideration of the Executive's agreeing to remain in the
employ of the Employers, the parties desire to specify the terms of such
employment, including the severance benefits which shall be due the Executive by
the Corporation in the event that his employment with the Corporation is
terminated under specified circumstances;

         NOW THEREFORE, in consideration of the mutual agreements herein
contained, and upon the other terms and conditions hereinafter provided, the
parties hereby agree as follows:

         1.       DEFINITIONS. The following words and terms shall have the
meanings set forth below for the purposes of this Agreement:

         (a)      AVERAGE ANNUAL COMPENSATION. The Executive's "Average Annual
Compensation" for purposes of this Agreement shall be deemed to mean the average
level of compensation paid to the Executive by the Employers or any subsidiary
thereof during the most recent five taxable years preceding the Date of
Termination, including Base Salary (as defined in Section 1(b) hereof) and
bonuses paid to the Executive but excluding amounts relating to the vesting of
Management Recognition Plan shares.

         (b)      BASE SALARY. "Base Salary" shall mean the Executive's annual
salary exclusive of any pension or other retirement plan, profit sharing, stock
option, employee stock
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ownership, or other plans, benefits and privileges given to employees and
executives of the Employers.

         (c)      CAUSE. Termination by the Corporation of the Executive's
employment for "Cause" shall mean termination because of personal dishonesty,
incompetence, willful misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, willful violation of any
law, rule or regulation (other than traffic violations or similar offenses) or
final cease-and-desist order or material breach of any provision of this
Agreement.

         (d)      CHANGE IN CONTROL OF THE CORPORATION. "Change in Control of
the Corporation" shall mean a change in control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), or any successor thereto, whether or not the Corporation is registered
under the Exchange Act; provided that, without limitation, such a change in
control shall be deemed to have occurred if (i) any "person" (as such 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 Corporation representing 25% or more of the
combined voting power of the Corporation's then outstanding securities; or (ii)
during any period of two consecutive years, individuals who at the beginning of
such period constitute the Board of Directors of the Corporation cease for any
reason to constitute at least a majority thereof unless the election, or the
nomination for election by stockholders, of each new director was approved by a
vote of at least two-thirds of the directors then still in office who were
directors at the beginning of the period.

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

         (f)      DATE OF TERMINATION. "Date of Termination" shall mean the date
the Executive's employment is terminated for any reason as specified in the
Notice of Termination.

         (g)      DISABILITY. Termination by the Corporation of the Executive's
employment based on "Disability" shall mean termination because of any physical
or mental impairment which qualifies the Executive for disability benefits under
the applicable long-term disability plan maintained by the Employers or any
subsidiary or, if no such plan applies, which would qualify the Executive for
disability benefits under the Federal Social Security System.

         (h)      GOOD REASON. Termination by the Executive of the Executive's
employment for "Good Reason" shall mean termination by the Executive within one
year following a Change in Control of the Corporation based on:

                  (i)      Without the Executive's express written consent, the
                           failure to elect or to re-elect or to appoint or to
                           re-appoint the Executive to the offices
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                           of Chairman of the Board and Chief Executive Officer
                           of the Employers or a material adverse change made by
                           the Employers in the Executive's functions, duties or
                           responsibilities as Chairman of the Board and Chief
                           Executive Officer of the Employers as they existed
                           immediately prior to a Change in Control of the
                           Corporation;

                  (ii)     Without the Executive's express written consent, a
                           reduction by either of the Employers in the
                           Executive's Base Salary as the same may be increased
                           from time to time or, except to the extent permitted
                           by Section 3(b) hereof, a reduction in the package of
                           fringe benefits provided to the Executive, taken as a
                           whole;

                  (iii)    The principal executive office of either of the
                           Employers is relocated more than 25 miles from the
                           current principal executive office or, without the
                           Executive's express written consent, either of the
                           Employers requires the Executive to be based anywhere
                           other than an area in which the Employers' principal
                           executive office is located, except for required
                           travel on business of the Employers to an extent
                           substantially consistent with the Executive's present
                           business travel obligations;

                  (iv)     Any purported termination of the Executive's
                           employment for Cause, Disability or Retirement which
                           is not effected pursuant to a Notice of Termination
                           satisfying the requirements of paragraph (j) below;
                           or

                  (v)      The failure by the Corporation to obtain the
                           assumption of and agreement to perform this Agreement
                           by any successor as contemplated in Section 9 hereof.

         (i)      IRS. IRS shall mean the Internal Revenue Service.

         (j)      NOTICE OF TERMINATION. Any purported termination of the
Executive's employment by the Corporation for any reason, including without
limitation for Cause, Disability or Retirement, or by the Executive for any
reason, including without limitation for Good Reason, shall be communicated by
written "Notice of Termination" to the other party hereto. For purposes of this
Agreement, a "Notice of Termination" shall mean a dated notice which (i)
indicates the specific termination provision in this Agreement relied upon, (ii)
sets forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the provision so
indicated, (iii) specifies a Date of Termination, which shall be not less than
thirty (30) nor more than ninety (90) days after such Notice of Termination is
given, except in the case of the Corporation's termination of the Executive's
employment for Cause, which shall be effective immediately; and (iv) is given in
the manner specified in Section 10 hereof.
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                                        4


         (k)      RETIREMENT. "Retirement" shall mean voluntary termination by
the Executive in accordance with the Employers' retirement policies, including
early retirement, generally applicable to their salaried employees.

         (l)      GENDER NEUTRAL PRONOUN USAGE. The use of the masculine pronoun
shall be deemed to include the feminine pronoun throughout this Agreement.

         2.       TERM OF EMPLOYMENT.

         (a)      The Corporation hereby employs the Executive as Chairman of
the Board and Chief Executive Officer and the Executive hereby accepts said
employment and agrees to render such services to the Corporation on the terms
and conditions set forth in this Agreement. The term of employment under this
Agreement shall be for three years, commencing on the date of this Agreement
and, upon approval of the Board of Directors of the Corporation, shall extend
for an additional year on each annual anniversary of the date of this Agreement
such that at any time the remaining term of this Agreement shall be from two to
three years. Prior to the first annual anniversary of the date of this Agreement
and each annual anniversary thereafter, the Board of Directors of the
Corporation shall consider and review (taking into account all relevant factors,
including the Executive's performance hereunder) an extension of the term of
this Agreement, and the term shall continue to extend each year if the Board of
Directors approves such extension unless the Executive gives written notice to
the Employers of the Executive's election not to extend the term, with such
written notice to be given not less than thirty (30) days prior to any such
anniversary date. If the Board of Directors elects not to extend the term, it
shall give written notice of such decision to the Executive not less than thirty
(30) days prior to any such anniversary date. If any party gives timely notice
that the term will not be extended as of any annual anniversary date, then this
Agreement shall terminate at the conclusion of its remaining term. References
herein to the term of this Agreement shall refer both to the initial term and
successive terms.

         (b)      During the term of this Agreement, the Executive shall perform
such executive services for the Corporation as may be consistent with his titles
and from time to time assigned to him by the Corporation's Board of Directors.

         3.       COMPENSATION AND BENEFITS.

         (a)      The Employers shall compensate and pay the Executive for his
services during the term of this Agreement at a minimum Base Salary of $337,833
per year, which may be increased from time to time in such amounts as may be
determined by the Boards of Directors of the Employers and may not be decreased
without the Executive's express written consent. In addition to his Base Salary,
the Executive shall be entitled to receive during the term of this Agreement
such bonus payments as may be determined by the Boards of Directors of the
Employers.
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         (b)      During the term of this Agreement, the Executive shall be
entitled to participate in and receive the benefits of any pension or other
retirement benefit plan, profit sharing, stock option, employee stock ownership,
or other plans, benefits and privileges given to employees and executives of the
Employers, to the extent commensurate with his then duties and responsibilities,
as fixed by the Boards of Directors of the Employers. The Corporation shall not
make any changes in such plans, benefits or privileges which would adversely
affect the Executive's rights or benefits thereunder, unless such change occurs
pursuant to a program applicable to all executive officers of the Corporation
and does not result in a proportionately greater adverse change in the rights of
or benefits to the Executive as compared with any other executive officer of the
Corporation. Nothing paid to the Executive under any plan or arrangement
presently in effect or made available in the future shall be deemed to be in
lieu of the salary payable to the Executive pursuant to Section 3(a) hereof.

         (c)      During the term of this Agreement, the Executive shall be
entitled to paid annual vacation in accordance with the policies as established
from time to time by the Boards of Directors of the Employers, which shall in no
event be less than four weeks per annum. The Executive shall not be entitled to
receive any additional compensation from the Employers for failure to take a
vacation, nor shall the Executive be able to accumulate unused vacation time
from one year to the next, except to the extent authorized by the Boards of
Directors of the Employers.

         (d)      During the term of this Agreement, in keeping with past
practices, the Employers shall continue to provide the Executive with the use of
an Employer-owned automobile appropriate to his positions with the Employers and
to pay all costs associated with such automobile, including registration,
licensing, insurance and costs of operation.

         (e)      In the event the Executive's employment is terminated by the
Corporation for any reason other than Cause, the Employers shall provide
continued group insurance (other than disability insurance unless the Executive
was disabled and was receiving disability insurance benefits prior to the Date
of Termination), life insurance, and health and accident insurance substantially
identical to the coverage maintained by the Employers for the Executive
immediately prior to his termination. Such coverage shall cease upon the
expiration of the remaining term of this Agreement.

         (f)      The Executive's compensation, benefits and expenses shall be
paid by the Corporation and the Bank in the same proportion as the time and
services actually expended by the Executive on behalf of each respective
Employer.

         4.       EXPENSES. The Employers shall reimburse the Executive or
otherwise provide for or pay for all reasonable expenses incurred by the
Executive in furtherance of or in connection with the business of the Employers,
including, but not by way of limitation, automobile expenses described in
Section 3(d) hereof, traveling expenses, and all reasonable entertainment
expenses (whether incurred at the Executive's residence, while traveling or
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otherwise), subject to such reasonable documentation and other limitations as
may be established by the Boards of Directors of the Employers. If such expenses
are paid in the first instance by the Executive, the Employers shall reimburse
the Executive therefor.

         5.       TERMINATION.

         (a)      The Corporation shall have the right, at any time upon prior
Notice of Termination, to terminate the Executive's employment hereunder for any
reason, including without limitation termination for Cause, Disability or
Retirement, and the Executive shall have the right, upon prior Notice of
Termination, to terminate his employment hereunder for any reason. The
Executive's employment and his status as an officer shall terminate (i)
immediately upon being given a Notice of Termination for Cause, or (ii) on the
Date of Termination for any other reason.

         (b)      In the event that (i) the Executive's employment is terminated
by the Corporation for Cause or (ii) the Executive terminates his employment
hereunder other than for Disability, Retirement, death or Good Reason, the
Executive shall have no right pursuant to this Agreement to compensation or
other benefits for any period after the applicable Date of Termination.

         (c)      In the event that the Executive's employment is terminated as
a result of Disability, Retirement or the Executive's death during the term of
this Agreement, the Executive shall have no right pursuant to this Agreement to
compensation or other benefits for any period after the applicable Date of
Termination, except as provided for in Section 3(e) hereof.

         (d)      In the event that (i) the Executive's employment is terminated
by the Corporation for other than Cause, Disability, Retirement or the
Executive's death or (ii) such employment is terminated by the Executive (a) due
to a material breach of this Agreement by the Corporation, which breach has not
been cured within fifteen (15) days after a written notice of non-compliance has
been given by the Executive to the Employers, or (b) for Good Reason, then the
Corporation shall

                  (A)      pay to the Executive, within thirty (30) days
         following the Date of Termination, a lump sum cash severance amount
         equal to three (3) times that portion of the Executive's Average Annual
         Compensation paid by the Corporation, and

                  (B)      maintain and provide for a period ending at the
         earlier of (i) the expiration of thirty-six (36) months from the
         Executive's Date of Termination or (ii) the date of the Executive's
         full-time employment by another employer (provided that the Executive
         is entitled under the terms of such employment to benefits
         substantially similar to those described in this subparagraph (B)), on
         a tax-adjusted basis at no cost to the Executive, the Executive's
         continued participation in all group
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         insurance (other than disability insurance unless the Executive was
         disabled and was receiving disability insurance benefits prior to the
         Date of Termination), life insurance, health and accident insurance,
         and other employee benefit plans, programs and arrangements offered by
         the Corporation in which the Executive was entitled to participate
         immediately prior to the Date of Termination (other than stock option,
         employee stock ownership and restricted stock plans of the Employers).

         6.       PAYMENT OF ADDITIONAL BENEFITS UNDER CERTAIN CIRCUMSTANCES.

         (a)      If the payments and benefits pursuant to Section 5 hereof,
either alone or together with other payments and benefits which the Executive
has the right to receive from the Employers (including, without limitation, the
payments and benefits which the Executive would have the right to receive from
the Bank pursuant to Section 5 of the Agreement between the Bank and the
Executive dated December 9, 1997 ("Bank Agreement"), before giving effect to any
reduction in such amounts pursuant to Section 6 of the Bank Agreement), would
constitute a "parachute payment" as defined in Section 280G(b)(2) of the Code
(the "Initial Parachute Payment," which includes the amounts paid pursuant to
clause (A) below), then the Corporation shall pay to the Executive, in
thirty-six (36) equal monthly installments beginning with the first business day
of the month following the Date of Termination or in a lump sum within five
business days of the Date of Termination (at the Executive's election), a cash
amount equal to the sum of the following:

                  (A)      the amount by which the payments and benefits that
         would have otherwise been paid by the Bank to the Executive pursuant to
         Section 5 of the Bank Agreement are reduced by the provisions of
         Section 6 of the Bank Agreement;

                  (B)      twenty (20) percent (or such other percentage equal
         to the tax rate imposed by Section 4999 of the Code) of the amount by
         which the Initial Parachute Payment exceeds the Executive's "base
         amount" from the Employers, as defined in Section 280G(b)(3) of the
         Code, with the difference between the Initial Parachute Payment and the
         Executive's base amount being hereinafter referred to as the "Initial
         Excess Parachute Payment";

                  (C)      such additional amount (tax allowance) as may be
         necessary to compensate the Executive for the payment by the Executive
         of state and federal income and excise taxes on the payment provided
         under clause (B) above and on any
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                                        8


         payments under this clause (C). In computing such tax allowance, the
         payment to be made under clause (B) above shall be multiplied by the
         "gross up percentage" ("GUP"). The GUP shall be determined as follows:

                                              Tax Rate
                                     GUP =   -----------
                                             1- Tax Rate

         The Tax Rate for purposes of computing the GUP shall be the highest
         marginal federal and state income and employment-related tax rate,
         including any applicable excise tax rate, applicable to the Executive
         in the year in which the payment under clause (B) above is made.

         (b)      Notwithstanding the foregoing, if it shall subsequently be
determined in a final judicial determination or a final administrative
settlement to which the Executive is a party that the actual excess parachute
payment as defined in Section 280G(b)(1) of the Code is different from the
Initial Excess Parachute Payment (such different amount being hereafter referred
to as the "Determinative Excess Parachute Payment"), then the Corporation's
independent tax counsel or accountants shall determine the amount (the
"Adjustment Amount") which either the Executive must pay to the Corporation or
the Corporation must pay to the Executive in order to put the Executive (or the
Corporation, as the case may be) in the same position the Executive (or the
Corporation, as the case may be) would have been if the Initial Excess Parachute
Payment had been equal to the Determinative Excess Parachute Payment. In
determining the Adjustment Amount, the independent tax counsel or accountants
shall take into account any and all taxes (including any penalties and interest)
paid by or for the Executive or refunded to the Executive or for the Executive's
benefit. As soon as practicable after the Adjustment Amount has been so
determined, the Corporation shall pay the Adjustment Amount to the Executive or
the Executive shall repay the Adjustment Amount to the Corporation, as the case
may be.

         (c)      In each calendar year that the Executive receives payments of
benefits under this Section 6, the Executive shall report on his state and
federal income tax returns such information as is consistent with the
determination made by the independent tax counsel or accountants of the
Corporation as described above. The Corporation shall indemnify and hold the
Executive harmless from any and all losses, costs and expenses (including
without limitation, reasonable attorneys' fees, interest, fines and penalties)
which the Executive incurs as a result of so reporting such information. The
Executive shall promptly notify the Corporation in writing whenever the
Executive receives notice of the institution of a judicial or administrative
proceeding, formal or informal, in which the federal tax treatment under Section
4999 of the Code of any amount paid or payable under this Section 6 is being
reviewed or is in dispute. The Corporation shall assume control at its expense
over all legal and accounting matters pertaining to such federal tax treatment
(except to the extent necessary or appropriate for the Executive to resolve any
such proceeding with respect to any matter unrelated to amounts paid or payable
pursuant to this Section 6) and the
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Executive shall cooperate fully with the Corporation in any such proceeding. The
Executive shall not enter into any compromise or settlement or otherwise
prejudice any rights the Corporation may have in connection therewith without
the prior consent of the Corporation.

         7.       MITIGATION; EXCLUSIVITY OF BENEFITS.

         (a)      The Executive, unless his employment is terminated for
Disability, Retirement, death, a Change in Control of the Corporation or
pursuant to Section 5(d)(ii) hereof, shall be required to mitigate the amount of
any payments and benefits hereunder by seeking other employment or otherwise. In
the event that the Executive obtains other employment during the period that the
Executive is receiving payments pursuant to Section 5(d)(i) hereof, the cash
amounts to be paid to the Executive pursuant thereto shall be reduced by any
compensation received by the Executive as a result of employment by another
employer after the Date of Termination, unless the termination was in connection
with a Change in Control of the Corporation.

         (b)      The specific arrangements referred to herein are not intended
to exclude any other benefits which may be available to the Executive upon a
termination of employment with the Employers pursuant to employee benefit plans
of the Employers or otherwise.

         8.       WITHHOLDING. All payments required to be made by the
Corporation hereunder to the Executive shall be subject to the withholding of
such amounts, if any, relating to tax and other payroll deductions as the
Corporation may reasonably determine should be withheld pursuant to any
applicable law or regulation.

         9.       ASSIGNABILITY. The Corporation may assign this Agreement and
its rights and obligations hereunder in whole, but not in part, to any
corporation, bank or other entity with or into which the Corporation may
hereafter merge or consolidate or to which the Corporation may transfer all or
substantially all of its assets, if in any such case said corporation, bank or
other entity shall by operation of law or expressly in writing assume all
obligations of the Corporation hereunder as fully as if it had been originally
made a party hereto, but may not otherwise assign this Agreement or its rights
and obligations hereunder. The Executive may not assign or transfer this
Agreement or any rights or obligations hereunder.

         10.      NOTICE. For the purposes of this Agreement, notices and all
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth below:
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                                       10


         To the Corporation:         Secretary
                                     Commonwealth Bancorp, Inc.
                                     2 West Lafayette Street
                                     Norristown, Pennsylvania  19401-4758

         To the Bank:                Secretary
                                     Commonwealth Bank
                                     2 West Lafayette Street
                                     Norristown, Pennsylvania  19401-4758

         To the Executive:           Charles H. Meacham
                                     130 Three Ponds Lane
                                     Malvern, Pennsylvania 19355

         11.      CONFIDENTIALITY. The Executive acknowledges that by virtue of
his employment hereunder, he will maintain an intimate knowledge of the
activities and affairs of the Employers, including confidential matters. As a
result, the Executive agrees to maintain the confidentiality of all confidential
information relating to the Employers during the term of employment hereunder
and any period that the Executive may be receiving payments pursuant to this
Agreement, provided that nothing in this Section 11 shall be deemed to prevent
the Executive from either (a) being employed by any other corporation, firm or
entity upon termination of the Executive's employment by the Employers as long
as the Executive does not violate the foregoing proscription, or (b) responding
to inquiries from regulatory authorities.

         12.      ARBITRATION. The Executive and the Employers agree to submit
to final and binding arbitration pursuant to the rules of the American
Arbitration Association, any and all claims arising from the termination, for
any reason, of the Executive's employment by the Employers including, but not
limited to:

         (a)      any and all claims for wages and benefits (including without
limitation salary, stock, commissions, royalties, license fees, health and
welfare benefits, severance pay, vacation pay, and bonuses);

         (b)      any and all claims for wrongful discharge and breach of
contract (whether express or implied), and implied covenants of good faith and
fair dealing;

         (c)      any and all claims for alleged employment discrimination on
the basis of age, race, color, religion, sex, national origin, veteran status,
disability and/or handicap, in violation of any federal, state or local statute,
ordinance, judicial precedent or executive order, including but not limited to
claims for discrimination under the following statutes: Title VII of the Civil
Rights Act of 1964, 42 U.S.C. section 2000 et. seq., the Civil Rights Act of
1866, 42 U.S.C. section 1981, the Age Discrimination in Employment Act, as 
amended, 29 U.S.C. section 621 et. seq., the Older Workers Benefit Protection
Act, the Rehabilitation Act of 1972, as
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amended, 29 U.S.C. sec.701 et. seq., the Americans with Disabilities Act, 42
U.S.C. sec.12101 et. seq., and the Pennsylvania Human Relations Act, 43 P.S.
sec.951 et. seq.;

         (d)      any and all claims under any federal or state statute relating
to employee benefits or pensions;

         (e)      any and all claims in tort (including but not limited to any
claims for misrepresentation, defamation, interference with contract or
prospective economic advantage, intentional infliction of emotional distress and
negligence); and

         (f)      any and all claims for attorney's fees and costs.

         13.      AMENDMENT; WAIVER. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by the Executive and such officer or officers as may
be specifically designated by the Board of Directors of the Corporation to sign
on its behalf. No waiver by any party hereto at any time of any breach by any
other party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.

         14.      GOVERNING LAW. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the United States
where applicable and otherwise by the substantive laws of the Commonwealth of
Pennsylvania.

         15.      NATURE OF OBLIGATIONS. Nothing contained herein shall create
or require the Corporation to create a trust of any kind to fund any benefits
which may be payable hereunder, and to the extent that the Executive acquires a
right to receive benefits from the Corporation hereunder, such right shall be no
greater than the right of any unsecured general creditor of the Corporation.

         16.      HEADINGS. The section headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

         17.      VALIDITY. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, which shall remain in full force and effect.

         18.      COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
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                                       12


         19.      ENTIRE AGREEMENT. This Agreement embodies the entire agreement
between the Corporation and the Executive with respect to the matters agreed to
herein. All prior agreements between the Corporation and the Executive with
respect to the matters agreed to herein, including without limitation the
Agreement between the Employers and the Executive dated January 1, 1997, are
hereby superseded and shall have no force or effect. Notwithstanding the
foregoing, nothing contained in this Agreement shall affect the agreement of
even date being entered into between the Bank and the Executive.

         IN WITNESS WHEREOF, this Agreement has been executed as of the date
first above written.

Attest:                                   COMMONWEALTH BANCORP, INC.



__________________________                By: _________________________________
Patrick J. Ward, President                    ________________________,
  and Secretary                               Director and Member of the
                                              Compensation and Benefits
                                              Committee of the Board of
                                              Directors


Witness:                                  EXECUTIVE



__________________________                By: _______________________________
Patrick J. Ward                               Charles H. Meacham
<PAGE>   13
                                    AGREEMENT


         AGREEMENT, dated this 9th day of December 1997, between Commonwealth
Bank (the "Bank"), a federally chartered savings bank, and Charles H. Meacham
(the "Executive").


                                   WITNESSETH

         WHEREAS, the Executive is presently Chairman of the Board and Chief
Executive Officer of Commonwealth Bancorp, Inc. (the "Corporation") and the Bank
(together, the "Employers");

         WHEREAS, the Employers desire to be ensured of the Executive's
continued active participation in the business of the Employers, and the Bank
desires to have this new Agreement supersede its current agreement with the
Executive dated January 1, 1997;

         WHEREAS, in accordance with Office of Thrift Supervision ("OTS")
Regulatory Bulletin 27a, the Corporation and the Bank desire to enter into
separate agreements with the Executive with respect to his employment by each of
the Employers; and

         WHEREAS, in order to induce the Executive to remain in the employ of
the Employers and in consideration of the Executive's agreeing to remain in the
employ of the Employers, the parties desire to specify the terms of such
employment, including the severance benefits which shall be due the Executive by
the Bank in the event that his employment with the Bank is terminated under
specified circumstances;

         NOW THEREFORE, in consideration of the mutual agreements herein
contained, and upon the other terms and conditions hereinafter provided, the
parties hereby agree as follows:

         1.       DEFINITIONS. The following words and terms shall have the
meanings set forth below for the purposes of this Agreement:

         (a)      AVERAGE ANNUAL COMPENSATION. The Executive's "Average Annual
Compensation" for purposes of this Agreement shall be deemed to mean the average
level of compensation paid to the Executive by the Employers or any subsidiary
thereof during the most recent five taxable years preceding the Date of
Termination, including Base Salary (as defined in Section 1(b) hereof) and
bonuses paid to the Executive but excluding amounts relating to the vesting of
Management Recognition Plan shares.

         (b)      BASE SALARY. "Base Salary" shall mean the Executive's annual
salary exclusive of any pension or other retirement plan, profit sharing, stock
option, employee stock ownership, or other plans, benefits and privileges given
to employees and executives of the Employers.
<PAGE>   14
                                        2


         (c)      CAUSE. Termination by the Bank of the Executive's employment
for "Cause" shall mean termination because of personal dishonesty, incompetence,
willful misconduct, breach of fiduciary duty involving personal profit,
intentional failure to perform stated duties, willful violation of any law, rule
or regulation (other than traffic violations or similar offenses) or final
cease-and-desist order or material breach of any provision of this Agreement.

         (d)      CHANGE IN CONTROL OF THE CORPORATION. "Change in Control of
the Corporation" shall mean a change in control of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934, as amended ("Exchange
Act"), or any successor thereto, whether or not the Corporation is registered
under the Exchange Act; provided that, without limitation, such a change in
control shall be deemed to have occurred if (i) any "person" (as such 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 Corporation representing 25% or more of the
combined voting power of the Corporation's then outstanding securities; or (ii)
during any period of two consecutive years, individuals who at the beginning of
such period constitute the Board of Directors of the Corporation cease for any
reason to constitute at least a majority thereof unless the election, or the
nomination for election by stockholders, of each new director was approved by a
vote of at least two-thirds of the directors then still in office who were
directors at the beginning of the period.

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

         (f)      DATE OF TERMINATION. "Date of Termination" shall mean the date
the Executive's employment is terminated for any reason, as specified in the
Notice of Termination.

         (g)      DISABILITY. Termination by the Bank of the Executive's
employment based on "Disability" shall mean termination because of any physical
or mental impairment which qualifies the Executive for disability benefits under
the applicable long-term disability plan maintained by the Employers or any
subsidiary or, if no such plan applies, which would qualify the Executive for
disability benefits under the Federal Social Security System.

         (h)      GOOD REASON. Termination by the Executive of the Executive's
employment for "Good Reason" shall mean termination by the Executive within one
year following a Change in Control of the Corporation based on:

                  (i)      Without the Executive's express written consent, the
                           failure to elect or to re-elect or to appoint or to
                           re-appoint the Executive to the offices of Chairman
                           of the Board and Chief Executive Officer of the
                           Employers or a material adverse change made by the
                           Employers in the Executive's functions, duties or
                           responsibilities as Chairman of the


<PAGE>   15
                                        3


                           Board and Chief Executive Officer of the Employers as
                           they existed immediately prior to a Change in Control
                           of the Corporation;

                  (ii)     Without the Executive's express written consent, a
                           reduction by either of the Employers in the
                           Executive's Base Salary as the same may be increased
                           from time to time or, except to the extent permitted
                           by Section 3(b) hereof, a reduction in the package of
                           fringe benefits provided to the Executive, taken as a
                           whole;

                  (iii)    The principal executive office of either of the
                           Employers is relocated more than 25 miles from the
                           current principal executive office or, without the
                           Executive's express written consent, either of the
                           Employers requires the Executive to be based anywhere
                           other than an area in which the Employers' principal
                           executive office is located, except for required
                           travel on business of the Employers to an extent
                           substantially consistent with the Executive's present
                           business travel obligations;

                  (iv)     Any purported termination of the Executive's
                           employment for Cause, Disability or Retirement which
                           is not effected pursuant to a Notice of Termination
                           satisfying the requirements of paragraph (j) below;
                           or

                  (v)      The failure by the Bank to obtain the assumption of
                           and agreement to perform this Agreement by any
                           successor as contemplated in Section 9 hereof.

         (i)      IRS. IRS shall mean the Internal Revenue Service.

         (j)      NOTICE OF TERMINATION. Any purported termination of the
Executive's employment by the Bank for any reason, including without limitation
for Cause, Disability or Retirement, or by the Executive for any reason,
including without limitation for Good Reason, shall be communicated by written
"Notice of Termination" to the other party hereto. For purposes of this
Agreement, a "Notice of Termination" shall mean a dated notice which (i)
indicates the specific termination provision in this Agreement relied upon, (ii)
sets forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the provision so
indicated, (iii) specifies a Date of Termination, which shall be not less than
thirty (30) nor more than ninety (90) days after such Notice of Termination is
given, except in the case of the Bank's termination of the Executive's
employment for Cause, which shall be effective immediately; and (iv) is given in
the manner specified in Section 10 hereof.

         (k)      RETIREMENT. "Retirement" shall mean voluntary termination by
the Executive in accordance with the Employers' retirement policies, including
early retirement, generally applicable to their salaried employees.
<PAGE>   16
                                        4


         (l)      GENDER NEUTRAL PRONOUN USAGE. The use of the masculine pronoun
shall be deemed to include the feminine pronoun throughout this Agreement.

         2.       TERM OF EMPLOYMENT.

         (a)      The Bank hereby employs the Executive as Chairman of the Board
and Chief Executive Officer and the Executive hereby accepts said employment and
agrees to render such services to the Bank on the terms and conditions set forth
in this Agreement. The term of employment under this Agreement shall be for
three years, commencing on the date of this Agreement and, upon approval of the
Board of Directors of the Bank, shall extend for an additional year on each
annual anniversary of the date of this Agreement such that at any time the
remaining term of this Agreement shall be from two to three years. Prior to the
first annual anniversary of the date of this Agreement and each annual
anniversary thereafter, the Board of Directors of the Bank shall consider and
review (taking into account all relevant factors, including the Executive's
performance hereunder) an extension of the term of this Agreement, and the term
shall continue to extend each year if the Board of Directors approves such
extension unless the Executive gives written notice to the Employers of the
Executive's election not to extend the term, with such written notice to be
given not less than thirty (30) days prior to any such anniversary date. If the
Board of Directors elects not to extend the term, it shall give written notice
of such decision to the Executive not less than thirty (30) days prior to any
such anniversary date. If any party gives timely notice that the term will not
be extended as of any annual anniversary date, then this Agreement shall
terminate at the conclusion of its remaining term. References herein to the term
of this Agreement shall refer both to the initial term and successive terms.

         (b)      During the term of this Agreement, the Executive shall perform
such executive services for the Bank as may be consistent with his titles and
from time to time assigned to him by the Bank's Board of Directors.

         3.       COMPENSATION AND BENEFITS.

         (a)      The Employers shall compensate and pay the Executive for his
services during the term of this Agreement at a minimum Base Salary of $337,833
per year, which may be increased from time to time in such amounts as may be
determined by the Boards of Directors of the Employers and may not be decreased
without the Executive's express written consent. In addition to his Base Salary,
the Executive shall be entitled to receive during the term of this Agreement
such bonus payments as may be determined by the Boards of Directors of the
Employers.

         (b)      During the term of this Agreement, the Executive shall be
entitled to participate in and receive the benefits of any pension or other
retirement benefit plan, profit sharing, stock option, employee stock ownership,
or other plans, benefits and privileges given to employees and executives of the
Employers, to the extent commensurate with his then duties and responsibilities,
as fixed by the Boards of Directors of the Employers. The Bank
<PAGE>   17
                                        5


shall not make any changes in such plans, benefits or privileges which would
adversely affect the Executive's rights or benefits thereunder, unless such
change occurs pursuant to a program applicable to all executive officers of the
Bank and does not result in a proportionately greater adverse change in the
rights of or benefits to the Executive as compared with any other executive
officer of the Bank. Nothing paid to the Executive under any plan or arrangement
presently in effect or made available in the future shall be deemed to be in
lieu of the salary payable to the Executive pursuant to Section 3(a) hereof.

         (c)      During the term of this Agreement, the Executive shall be
entitled to paid annual vacation in accordance with the policies as established
from time to time by the Boards of Directors of the Employers, which shall in no
event be less than four weeks per annum. The Executive shall not be entitled to
receive any additional compensation from the Employers for failure to take a
vacation, nor shall the Executive be able to accumulate unused vacation time
from one year to the next, except to the extent authorized by the Boards of
Directors of the Employers.

         (d)      During the term of this Agreement, in keeping with past
practices, the Employers shall continue to provide the Executive with the use of
an Employer-owned automobile appropriate to his positions with the Employers and
to pay all costs associated with such automobile, including registration,
licensing, insurance and costs of operation.

         (e)      In the event the Executive's employment is terminated by the
Bank for any reason other than Cause, the Employers shall provide continued
group insurance (other than disability insurance unless the Executive was
disabled and was receiving disability insurance benefits prior to the Date of
Termination), life insurance, and health and accident insurance substantially
identical to the coverage maintained by the Employers for the Executive
immediately prior to his termination. Such coverage shall cease upon the
expiration of the remaining term of this Agreement.

         (f)      The Executive's compensation, benefits and expenses shall be
paid by the Corporation and the Bank in the same proportion as the time and
services actually expended by the Executive on behalf of each respective
Employer.

         4.       EXPENSES. The Employers shall reimburse the Executive or
otherwise provide for or pay for all reasonable expenses incurred by the
Executive in furtherance of or in connection with the business of the Employers,
including, but not by way of limitation, automobile expenses described in
Section 3(d) hereof, traveling expenses, and all reasonable entertainment
expenses (whether incurred at the Executive's residence, while traveling or
otherwise), subject to such reasonable documentation and other limitations as
may be established by the Boards of Directors of the Employers. If such expenses
are paid in the first instance by the Executive, the Employers shall reimburse
the Executive therefor.
<PAGE>   18
                                        6


         5.       TERMINATION.

         (a)      The Bank shall have the right, at any time upon prior Notice
of Termination, to terminate the Executive's employment hereunder for any
reason, including without limitation termination for Cause, Disability or
Retirement, and the Executive shall have the right, upon prior Notice of
Termination, to terminate his employment hereunder for any reason. The
Executive's employment and his status as an officer shall terminate (i)
immediately upon being given a Notice of Termination for Cause, or (ii) on the
Date of Termination for any other reason.

         (b)      In the event that (i) the Executive's employment is terminated
by the Bank for Cause or (ii) the Executive terminates his employment hereunder
other than for Disability, Retirement, death or Good Reason, the Executive shall
have no right pursuant to this Agreement to compensation or other benefits for
any period after the applicable Date of Termination.

         (c)      In the event that the Executive's employment is terminated as
a result of Disability, Retirement or the Executive's death during the term of
this Agreement, the Executive shall have no right pursuant to this Agreement to
compensation or other benefits for any period after the applicable Date of
Termination, except as provided for in Section 3(e) hereof.

         (d)      In the event that (i) the Executive's employment is terminated
by the Bank for other than Cause, Disability, Retirement or the Executive's
death or (ii) such employment is terminated by the Executive (a) due to a
material breach of this Agreement by the Bank, which breach has not been cured
within fifteen (15) days after a written notice of non-compliance has been given
by the Executive to the Employers, or (b) for Good Reason, then the Bank shall,
subject to the provisions of Section 6 hereof, if applicable

                  (A)      pay to the Executive, within thirty (30) days
         following the Date of Termination, a lump sum cash severance amount
         equal to three (3) times that portion of the Executive's Average Annual
         Compensation paid by the Corporation, and

                  (B)      maintain and provide for a period ending at the
         earlier of (i) the expiration of thirty-six (36) months from the
         Executive's Date of Termination or (ii) the date of the Executive's
         full-time employment by another employer (provided that the Executive
         is entitled under the terms of such employment to benefits
         substantially similar to those described in this subparagraph (B)), on
         a tax-adjusted basis at no cost to the Executive, the Executive's
         continued participation in all group insurance (other than disability
         insurance unless the Executive was disabled and was receiving
         disability insurance benefits prior to the Date of Termination), life
         insurance, health and accident insurance and other employee benefit
         plans, programs and arrangements offered by the Bank in which the
         Executive was entitled to participate
<PAGE>   19
                                        7


         immediately prior to the Date of Termination (other than stock option,
         employee stock ownership and restricted stock plans of the Employers).

         6.       LIMITATION OF BENEFITS UNDER CERTAIN CIRCUMSTANCES. If the
payments and benefits pursuant to Section 5 hereof, either alone or together
with other payments and benefits which the Executive has the right to receive
from the Bank, would constitute a "parachute payment" under Section 280G of the
Code, the payments and benefits payable by the Bank pursuant to Section 5 hereof
shall be reduced, in the manner determined by the Executive, by the amount, if
any, which is the minimum necessary to result in no portion of the payments and
benefits payable by the Bank under Section 5 being non-deductible to the Bank
pursuant to Section 280G of the Code and subject to the excise tax imposed under
Section 4999 of the Code. The parties hereto agree that the payments and
benefits payable pursuant to this Agreement by the Bank to the Executive upon
termination shall be limited to three times the Executive's "base amount" (as
defined in Section 280G(b)(3) of the Code) in accordance with OTS Regulatory
Bulletin 27a. The determination of any reduction in the payments and benefits to
be made pursuant to Section 5 shall be based upon the opinion of independent tax
counsel selected by the Bank's independent public accountants and paid by the
Bank. Such counsel shall be reasonably acceptable to the Bank and the Executive;
shall promptly prepare the foregoing opinion, but in no event later than thirty
(30) days from the Date of Termination; and may use such actuaries as such
counsel deems necessary or advisable for the purpose. Nothing contained herein
shall result in a reduction of any payments or benefits to which the Executive
may be entitled upon termination of employment under any circumstances other
than as specified in this Section 6, or a reduction in the payments and benefits
specified in Section 5 below zero.

         7.       MITIGATION; EXCLUSIVITY OF BENEFITS.

         (a)      The Executive, unless his employment is terminated for
Disability, Retirement, death, a Change in Control of the Corporation or
pursuant to Section 5(d)(ii) hereof, shall be required to mitigate the amount of
any payments and benefits hereunder by seeking other employment or otherwise. In
the event that the Executive obtains other employment during the period that the
Executive is receiving payments pursuant to Section 5(d)(i) hereof, the cash
amounts to be paid to the Executive pursuant thereto shall be reduced by any
compensation received by the Executive as a result of employment by another
employer after the Date of Termination, unless the termination was in connection
with a Change in Control of the Corporation.

         (b)      The specific arrangements referred to herein are not intended
to exclude any other benefits which may be available to the Executive upon a
termination of employment with the Employers pursuant to employee benefit plans
of the Employers or otherwise.

         8. WITHHOLDING. All payments required to be made by the Bank hereunder
to the Executive shall be subject to the withholding of such amounts, if any,
relating to tax and
<PAGE>   20
                                        8


other payroll deductions as the Bank may reasonably determine should be withheld
pursuant to any applicable law or regulation.

         9.       ASSIGNABILITY. The Bank may assign this Agreement and its
rights and obligations hereunder in whole, but not in part, to any corporation,
bank or other entity with or into which the Bank may hereafter merge or
consolidate or to which the Bank may transfer all or substantially all of its
assets, if in any such case said corporation, bank or other entity shall by
operation of law or expressly in writing assume all obligations of the Bank
hereunder as fully as if it had been originally made a party hereto, but may not
otherwise assign this Agreement or its rights and obligations hereunder. The
Executive may not assign or transfer this Agreement or any rights or obligations
hereunder.

         10.      NOTICE. For the purposes of this Agreement, notices and all
other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth below:

         To the Bank:                Secretary
                                     Commonwealth Bank
                                     2 West Lafayette Street
                                     Norristown, Pennsylvania  19401-4758

         To the Corporation:         Secretary
                                     Commonwealth Bancorp, Inc.
                                     2 West Lafayette Street
                                     Norristown, Pennsylvania  19401-4758

         To the Executive:           Charles H. Meacham
                                     130 Three Ponds Lane
                                     Malvern, Pennsylvania 19355

         11.      CONFIDENTIALITY. The Executive acknowledges that by virtue of
his employment hereunder, he will maintain an intimate knowledge of the
activities and affairs of the Employers, including confidential matters. As a
result, the Executive agrees to maintain the confidentiality of all confidential
information relating to the Employers during the term of employment hereunder
and any period that the Executive may be receiving payments pursuant to this
Agreement, provided that nothing in this Section 11 shall be deemed to prevent
the Executive from either (a) being employed by any other corporation, firm or
entity upon termination of the Executive's employment by the Employers as long
as the Executive does not violate the foregoing prescription, or (b) responding
to inquiries from regulatory authorities.

         12.      ARBITRATION. The Executive and the Employers agree to submit
to final and binding arbitration pursuant to the rules of the American
Arbitration Association, any and
<PAGE>   21
                                        9


all claims arising from the termination, for any reason, of the Executive's
employment by the Employers including, but not limited to:

         (a)      any and all claims for wages and benefits (including without
limitation salary, stock, commissions, royalties, license fees, health and
welfare benefits, severance pay, vacation pay, and bonuses);

         (b)      any and all claims for wrongful discharge and breach of
contract (whether express or implied), and implied covenants of good faith and
fair dealing;

         (c)      any and all claims for alleged employment discrimination on
the basis of age, race, color, religion, sex, national origin, veteran status,
disability and/or handicap, in violation of any federal, state or local statute,
ordinance, judicial precedent or executive order, including but not limited to
claims for discrimination under the following statutes: Title VII of the Civil
Rights Act of 1964, 42 U.S.C. sec.2000 et. seq., the Civil Rights Act of 1866,
42 U.S.C. sec.1981, the Age Discrimination in Employment Act, as amended, 29
U.S.C. sec.621 et. seq., the Older Workers Benefit Protection Act, the
Rehabilitation Act of 1972, as amended, 29 U.S.C. sec.701 et. seq., the
Americans with Disabilities Act, 42 U.S.C. sec.12101 et. seq., and the
Pennsylvania Human Relations Act, 43 P.S. sec.951 et. seq.;

         (d)      any and all claims under any federal or state statute relating
to employee benefits or pensions;

         (e)      any and all claims in tort (including but not limited to any
claims for misrepresentation, defamation, interference with contract or
prospective economic advantage, intentional infliction of emotional distress and
negligence); and

         (f)      any and all claims for attorney's fees and costs.

         13.      AMENDMENT; WAIVER. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by the Executive and such officer or officers as may
be specifically designated by the Board of Directors of the Bank to sign on its
behalf. No waiver by any party hereto at any time of any breach by any other
party hereto of, or compliance with, any condition or provision of this
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.

         14.      GOVERNING LAW. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the United States
where applicable and otherwise by the substantive laws of the Commonwealth of
Pennsylvania.

         15.      NATURE OF OBLIGATIONS. Nothing contained herein shall create
or require the Bank to create a trust of any kind to fund any benefits which may
be payable hereunder,
<PAGE>   22
                                       10


and to the extent that the Executive acquires a right to receive benefits from
the Bank hereunder, such right shall be no greater than the right of any
unsecured general creditor of the Bank.

         16.      HEADINGS. The section headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

         17.      VALIDITY. The invalidity or unenforceability of any provision
of this Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, which shall remain in full force and effect.

         18.      COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.

         19.      REGULATORY ACTIONS. The following provisions shall be
applicable to the parties to the extent that they are required to be included in
employment agreements between a savings bank and its employees pursuant to
Section 563.39(b) of the Regulations Applicable to all Savings Associations, 12
C.F.R. sec.563.39(b), or any successor thereto, and shall be controlling in the
event of a conflict with any other provision of this Agreement, including
without limitation Section 5 hereof.

         (a)      If the Executive is suspended from office and/or temporarily
prohibited from participating in the conduct of the Bank's affairs pursuant to
notice served under Section 8(e)(3) or Section 8(g)(1) of the Federal Deposit
Insurance Act ("FDIA")(12 U.S.C. secs.1818(e)(3) and 1818(g)(1)), the Bank's
obligations under this Agreement shall be suspended as of the date of service,
unless stayed by appropriate proceedings. If the charges in the notice are
dismissed, the Bank may, in its discretion: (i) pay the Executive all or part of
the compensation withheld while its obligations under this Agreement were
suspended, and (ii) reinstate (in whole or in part) any of its obligations which
were suspended.

         (b)      If the Executive is removed from office and/or permanently
prohibited from participating in the conduct of the Bank's affairs by an order
issued under Section 8(e)(4) or Section 8(g)(1) of the FDIA (12 U.S.C.
ss.ss.1818(e)(4) and (g)(1)), all obligations of the Bank under this Agreement
shall terminate as of the effective date of the order, but vested rights of the
Executive and the Bank as of the date of termination shall not be affected.

         (c)      If the Bank is in default, as defined in Section 3(x)(1) of
the FDIA (12 U.S.C. sec.1813(x)(1)), all obligations under this Agreement shall
terminate as of the date of default, but vested rights of the Executive and the
Bank as of the date of termination shall not be affected.
<PAGE>   23
                                       11


         (d)      All obligations under this Agreement shall be terminated
pursuant to 12 C.F.R. sec.563.39(b)(5) (except to the extent that it is
determined that continuation of the Agreement for the continued operation of the
Bank is necessary): (i) by the Director of the OTS, or his/her designee, at the
time the Federal Deposit Insurance Corporation ("FDIC") enters into an agreement
to provide assistance to or on behalf of the Bank under the authority contained
in Section 13(c) of the FDIA (12 U.S.C. sec.1823(c)); or (ii) by the Director of
the OTS, or his/her designee, at the time the Director or his/her designee
approves a supervisory merger to resolve problems related to operation of the
Bank or when the Bank is determined by the Director of the OTS to be in an
unsafe or unsound condition, but vested rights of the Executive and the
Employers as of the date of termination shall not be affected.

         20.      REGULATORY PROHIBITION. Notwithstanding any other provision of
this Agreement to the contrary, any payments made to the Executive pursuant to
this Agreement, or otherwise, are subject to and conditioned upon their
compliance with Section 18(k) of the FDIA (12 U.S.C. sec.1828(k)) and any
regulations promulgated thereunder.

         21.      ENTIRE AGREEMENT. This Agreement embodies the entire agreement
between the Bank and the Executive with respect to the matters agreed to herein.
All prior agreements between the Bank and the Executive with respect to the
matters agreed to herein, including without limitation the Agreement between the
Employers and the Executive dated January 1, 1997, are hereby superseded and
shall have no force or effect. Notwithstanding the foregoing, nothing contained
in this Agreement shall affect the agreement of even date being entered into
between the Corporation and the Executive.
<PAGE>   24
                                       12


         IN WITNESS WHEREOF, this Agreement has been executed as of the date
first above written.

Attest:                                    COMMONWEALTH BANK



______________________________             By: _________________________________
Patrick J. Ward, President and                 __________________, Director and
  Secretary                                    Member of the Compensation and
                                               Benefits Committee of the Board
                                               of Directors


Witness:                                   EXECUTIVE



______________________________             By: _________________________________
Patrick J. Ward                                Charles H. Meacham