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                                                                   EXHIBIT 10.13

                                    AGREEMENT

            AGREEMENT, effective December 9, 2001 between Commonwealth Bank (the
"Bank"), a federally chartered savings bank, and Brian C. Zwaan (the
"Executive").

                                   WITNESSETH

            WHEREAS, the Executive is presently Executive Vice President, Chief
Lending Officer of the Bank;

            WHEREAS, the Bank desires to be ensured of the Executive's continued
active participation in the business of the Bank, and the Bank desires to have
this new Agreement supersede its current agreement with the Executive dated
October 20, 1998;

            WHEREAS, in accordance with Office of Thrift Supervision ("OTS")
Regulatory Bulletin 27a, the Bank desires to enter into an agreement with the
Executive with respect to his employment by the Bank; and

            WHEREAS, in order to induce the Executive to remain in the employ of
the Bank and in consideration of the Executive's agreeing to remain in the
employ of the Bank, 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:
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            1. DEFINITIONS. The following words and terms shall have the
meanings set forth below for the purposes of this Agreement:

                  (a) 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 Bank.

                  (b) 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.

                  (c) CHANGE IN CONTROL OF THE BANK. "Change in Control of the
Bank" 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 Bank 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
Bank representing 25% or more of the combined voting power of the Bank'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 Bank 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.

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

                  (e) 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.

                  (f) 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 Bank or any
subsidiary or, if no such plan applies, which would qualify the Executive for
disability benefits under the Federal Social Security System.

                  (g) 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 Bank based on:

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

                        (ii)  Without the Executive's express written consent, a
                              reduction by the Bank in the Executive's Base
                              Salary as the same may be increased from time to
                              time or,


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                              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 the Bank is
                              relocated more than 25 miles from the current
                              principal executive office or, without the
                              Executive's express written consent, either of the
                              Bank requires the Executive to be based anywhere
                              other than an area in which the Bank's principal
                              executive office is located, except for required
                              travel on business of the Bank 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.

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

                  (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 Bank's 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 Bank hereby employs the Executive as Executive Vice
President, Chief Lending 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


                                      -3-
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three years, commencing on the effective 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 effective 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 effective 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 Bank 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 Bank shall compensate and pay Executive for his
services during the term of this Agreement at a minimum Base Salary of $200,000
per year, which may be increased from time to time in such amounts as may be
determined by the Board of Directors of the Bank 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 Board of Directors of the Bank.

                  (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
Bank, to the extent commensurate with his then duties and responsibilities, as
fixed by the Board of Directors of the Bank. The Bank 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 Board of Directors of the Bank, 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 Bank 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 Board of
Directors of the Bank.

                  (d) During the term of this Agreement, in keeping with past
practices, the Bank shall continue to provide the Executive with the use of a
Bank-owned automobile appropriate to his positions with the Bank 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 Bank 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 and
other than life insurance), and health and accident insurance substantially
identical to the coverage maintained by the Bank for the Executive immediately
prior to his termination. Such coverage shall cease upon the expiration of the
remaining term of this Agreement.


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            4. EXPENSES. The Bank 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 Bank, 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
Board of Directors of the Bank. If such expenses are paid in the first instance
by the Executive, the Bank shall reimburse the Executive therefor.

            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.

                  (b) The Executive's employment and his status as an officer of
the Bank shall terminate (i) immediately upon being given a Notice of
Termination for Cause, or (ii) on the Date of Termination for any other reason.
A Notice of Termination for other than Cause shall not affect the Executive's
right to compensation to the Date of Termination or for such other period of
time after the Date of Termination as specified in Section 5(c)(i) and (ii)
hereof, if applicable.

                  (c) (i) In the event that the Executive's employment is
terminated by the Bank for other than Cause, Disability, Retirement or the
Executive's death, or such employment is terminated by the Executive due to a
material breach of this Agreement by the Bank which has not been cured within
fifteen (15) days after a written notice of non-compliance has been given by the
Executive to the Bank, and as of the Executive's Date of Termination no Change
in Control of the Bank has occurred and no written agreement which contemplates
a Change in Control of the Bank and which still is in effect has been entered
into by the Bank and/or the Bank, then the Bank shall, subject to the provisions
of Section 6 hereof, if applicable:

                        A. pay to the Executive, in twenty-four (24) equal
                  monthly installments beginning with the first business day of
                  the month following the Date of Termination, a cash severance
                  amount equal to two (2) times that portion of the Executive's
                  Base Salary paid by the Bank as of his Date of Termination,
                  and

                        B. maintain and provide for a period ending at the
                  earlier of (i) the expiration of twenty-four (24) months from
                  the Executive's Date of Termination of(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)), 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 and other than 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 immediately
                  prior to the Date of Termination (other than stock option,
                  employee stock ownership and restricted stock plans of the
                  Bank and other than defined contribution plans of the Bank).

                  (ii) In the event that the Executive's employment is
                  terminated by the Bank for other than Cause, Disability,
                  Retirement or the Executive's death, or such employment is
                  terminated by the Executive due to a material breach of this
                  Agreement by the Bank which has not


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                  been cured within fifteen (15)days after a written notice of
                  non-compliance has been given by the Executive to the Bank or
                  for Good Reason, and prior to the Executive's Date of
                  Termination there has been a Change in Control of the Bank or
                  a written agreement which contemplates a Change in Control of
                  the Bank and which still is in effect has been entered into
                  the Bank, 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 Highest Annual Compensation paid by the Bank, 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)), 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 and other than 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 immediately
                  prior to the Date of Termination (other than stock option,
                  employee stock ownership and restricted stock plans of the
                  Bank and other than defined contribution plans of the Bank).

                  (d) In the event that (i) the Executive's employment is
terminated by the Bank for Cause or (ii) the Executive terminates his employment
hereunder for any reason other than Disability, Retirement, death or pursuant to
Section 5(c) hereof, the Executive shall have no right pursuant to this
Agreement to compensation or other benefits for any period after the applicable
Date of Termination.

                  (e) 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.

            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 a maximum of 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


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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) Unless the Executive's employment is terminated for
Disability, Retirement, death or pursuant to Section 5(c)(ii) hereof, the
Executive 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(c)(i)(A) hereof, the cash amounts to be
paid to the Executive pursuant thereto shall be reduced by any cash compensation
received by the Executive as a result of employment by another employer after
the Date of Termination.

                  (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 Bank pursuant to employee benefit
plans of the Bank or otherwise, provided, however, that any cash compensation
the Executive receives from sources other than the Bank's shall serve to reduce
the cash amount to be paid to the Executive pursuant to Section 5(c)(i)(A)
hereof.

            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 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 Executive:         Brian C. Zwaan
                                      493 Green Hill Lane
                                      Berwyn, PA 19312


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            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 Bank, including confidential matters. As a result,
the Executive agrees to maintain the confidentiality of all confidential
information relating to the Bank 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 Bank 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 Bank 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 Bank 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. ss.2000 et. seq., the Civil Rights Act
of 1866, 42 U.S.C. ss.1981, the Age Discrimination in Employment Act, as
amended, 29 U.S.C. ss.621 et. seq., the Older Workers Benefit Protection Act,
the Rehabilitation Act of 1972, as amended, 29 U.S.C. ss.701 et. seq., the
Americans with Disabilities Act, 42 U.S.C. ss.12101 et. seq., and the
Pennsylvania Human Relations Act, 43 P.S. ss.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, 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.


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            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.
ss.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. ss.ss.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. ss.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.

                  (d) All obligations under this Agreement shall be terminated
pursuant to 12 C.F.R. ss.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. ss.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 Bank 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. ss.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 prior Agreement
between the Bank and the Executive dated February 6, 1998 is 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.


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

Attest:                                 COMMONWEALTH BANK

_____________________________           ________________________________________
Charles H. Meacham, Chairman            By: Joseph E. Colen, Jr., Director and
of the Board                            Member of the Compensation and Benefits
                                        Committee of the Board of Directors


Witness:                                EXECUTIVE

_____________________________           ________________________________________
Patrick J. Ward                         By: Brian C. Zwaan


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