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                                                             EXHIBIT 10-4



                           COMMONWEALTH BANCORP, INC.
                         AMENDED MANAGEMENT RECOGNITION
                     PLAN FOR DIRECTORS AND TRUST AGREEMENT


                                   ARTICLE I
                      ESTABLISHMENT OF THE PLAN AND TRUST

     1.01 Commonwealth Bancorp, Inc. (the "Corporation") hereby assumes this
Amended Management Recognition Plan for Directors (the "Plan") and Trust (the
"Trust") originally established by Commonwealth Bank (the "Bank") upon the
terms and conditions hereinafter stated in this Amended Management Recognition
Plan for Directors and Trust Agreement (the "Agreement").

     1.02 The Trustee(s) hereby accept this Trust and agree to hold the Trust
assets existing on the date of this Agreement and all additions and accretions
thereto upon the terms and conditions hereinafter stated.

                                   ARTICLE II
                              PURPOSE OF THE PLAN

     2.01 The purpose of the Plan is to improve the growth and profitability of
the Corporation by providing non-employee directors with a proprietary interest
in the Corporation as compensation for their contributions to the Corporation
and as an incentive to make such contributions in the future.

                                  ARTICLE III
                                  DEFINITIONS

     The following words and phrases when used in this Agreement with an
initial capital letter, unless the context clearly indicates otherwise, shall
have the meanings set forth below.  Wherever appropriate, the masculine
pronouns shall include the feminine pronouns and the singular shall include the
plural.

     3.01 "Beneficiary" means the person or persons designated by a Recipient
to receive any benefits payable under the Plan in the event of such Recipient's
death.  Such person or persons shall be designated in writing on forms provided
for this purpose by the Committee and may be changed from time to time by
similar written notice to the Committee.  In the absence of a written
designation, the Beneficiary shall be the Recipient's surviving spouse, if any,
or if none, his estate.

     3.02 "Board" means the Board of Directors of the Corporation.

     3.03 "Code" means the Internal Revenue Code of 1986, as amended.


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     3.04 "Committee" means the entire Board of Directors of the Corporation
which administers the Plan pursuant to Article IV hereof.

     3.05 "Common Stock" means shares of the common stock, $.10 par value per
share, of the Corporation following reorganization of the Bank into the stock
holding company structure and shares of common stock, $.10 par value per share,
of the Bank prior to such reorganization.

     3.06 "Disability" means any physical or mental impairment which qualifies
an Employee for disability benefits under the applicable long-term disability
plan maintained by the Corporation or any Subsidiary or, if no such plan
applies, which would qualify such Employee for disability benefits under the
Federal Social Security System.

     3.07  "Effective Date" means the hour and day upon which common stock is
initially sold by the Bank in the Offering.

     3.08 "Employee" means any person who is employed by the Corporation or any
Subsidiary, including officers or other employees who may be directors of the
Corporation.

     3.09  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

     3.10  "Non-employee Director" means a member of the Board of the Bank who
is not an Employee.

     3.11  "Offering" means the offering of common stock to the public pursuant
to the Stock Issuance Plan adopted by the Bank following the reorganization of
Commonwealth Federal Savings Bank into the mutual holding company form of
organization.

     3.12 "Plan Shares" or "Shares" means shares of Common Stock held in the
Trust which may be distributed to a Recipient pursuant to the Plan.

     3.13 "Plan Share Award" or "Award" means a right granted under this Plan
to receive a distribution of Plan Shares upon completion of the service
requirements described in Article VII.

     3.14 "Recipient" means a Non-employee Director who receives a Plan Share
Award under the Plan.

     3.15 "Retirement" means a termination of service upon or after attainment
of age sixty-five (65) or such earlier age as may be specified in applicable
plans or policies of the Corporation or any Subsidiary or in a Recipient's Plan
Share Award.

     3.16 "Subsidiary" means any subsidiaries of the Corporation.


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     3.17 "Trustee" or "Trustees" means those person or persons (which may be
members of the Committee), or firm or other entity, nominated by the Committee
and approved by the Board pursuant to Sections 4.01 and 4.02 to hold legal
title to the Plan assets for the purposes set forth herein.

                                   ARTICLE IV
                           ADMINISTRATION OF THE PLAN

     4.01 ROLE OF THE COMMITTEE.  The Plan shall be administered and
interpreted by the Committee, which shall consist of the members of the entire
Board.  The Committee shall have all of the powers allocated to it in this and
other Sections of the Plan.  The interpretation and construction by the
Committee of any provisions of the Plan or of any Plan Share Award granted
hereunder shall be final and binding.  The Committee shall act by vote or
written consent of a majority of its members.  Subject to the express
provisions and limitations of the Plan, the Committee may adopt such rules,
regulations and procedures as it deems appropriate for the conduct of its
affairs.  The Committee shall report its actions and decisions with respect to
the Plan to the Board at appropriate times, but in no event less than one time
per calendar year.  The Committee shall appoint one or more persons (which may
be from among its members), or a firm or other entity, to act as Trustee(s) in
accordance with the provisions of this Plan and Trust and the terms of Article
VIII hereof.

     4.02 ROLE OF THE BOARD.  The Trustee or Trustees shall be appointed or
approved by, and will serve at the pleasure of, the Committee.  The Committee
may in its discretion from time to time remove, replace or add Trustees.

     4.03 LIMITATION ON LIABILITY.  No member of the Committee shall be liable
for any determination made in good faith with respect to the Plan or any Plan
Shares or Plan Share Awards granted under it.  If a member of the Committee is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of anything done or not done by him in such
capacity under or with respect to the Plan, the Corporation shall, subject to
the requirements of applicable laws and regulations, indemnify such member
against all liabilities and expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in the best interests of the
Corporation and any Subsidiaries and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

     4.04 COMPLIANCE WITH LAWS AND REGULATIONS.  All awards granted hereunder
shall be subject to all applicable federal and state laws, rules and
regulations and to such approvals by any government or regulatory agency or
stockholders as may be required.


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                                   ARTICLE V
                                 CONTRIBUTIONS

     5.01 AMOUNT AND TIMING OF CONTRIBUTIONS.  The Board shall determine the
amount (or the method of computing the amount) and timing of any contributions
by the Corporation to the Trust established under this Plan.  Such amounts may
be paid in cash or in shares of Common Stock and shall be paid to the Trust at
the designated time of contribution.  No contributions by Non-employee
Directors shall be permitted.

     5.02 INVESTMENT OF TRUST ASSETS; NUMBER OF PLAN SHARES.  Subject to
Section 8.02 hereof, the Trustees shall invest all of the Trust's assets
primarily in Common Stock.  The aggregate number of Plan Shares initially
available for distribution pursuant to this Plan, subject to adjustment as
provided in Section 9.01 hereof, shall be equal to 0.44% of the shares of
common stock which are issued by the Bank in the Offering (rounded down to the
nearest whole number), as adjusted by the final exchange ratio utilized in the
reorganization of the Bank from the mutual holding company structure to the
stock holding company, structure, which shares shall be purchased by the Trust
in such Offering with funds contributed by the Bank.  Subsequent to
consummation of the Offering, the Trust may purchase (from the Corporation
and/or stockholders thereof) additional shares of Common Stock for distribution
pursuant to this Plan.

                                   ARTICLE VI
                            ELIGIBILITY; ALLOCATIONS

     6.01 ELIGIBILITY.  Plan Share Awards shall be made to each Non-employee
Director.

     (a) INITIAL ALLOCATION.  A Plan Share Award shall be allocated to each
Non-employee Director as of the hour and day on which common stock of the Bank
is initially sold in the Offering.  Specifically, each Non-employee Director
shall receive a Plan Share Award for the number of whole shares of common stock
of the Bank determined by multiplying the original number of shares of common
stock of the Bank which may be issued pursuant to this Plan by 90%, with
Matthew T. Welde to receive 30% of such product and each other Non-employee
Director to receive 10%.

     (b)  SUBSEQUENT ALLOCATION.  A Plan Share Award shall be allocated to each
Non-employee Director one year from the date on which common stock of the Bank
is initially sold in the Offering.  Specifically, each Non-employee Director
shall receive a Plan Share Award for the number of whole shares of common stock
of the Bank determined by multiplying the original number of shares of common
stock of the Bank which may be issued pursuant to this Plan by 10%, with
Matthew T. Welde to receive 30% of such product and each other Non-employee
Director to receive 10%.

     6.02 FORM OF ALLOCATION.  As promptly as practicable after a Plan Share
Award is to be issued, the Committee shall notify the Recipient in writing of
the grant of the Award,


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the number of Plan Shares covered by the Award, and the terms upon which the
Plan Shares subject to the Award shall be distributed to the Recipient.  Such
terms shall be reflected in a written agreement with the Recipient. The date on
which the Committee so notifies the Recipient shall be considered the date of
grant of the Plan Share Award.  The Committee shall maintain records as to all
grants of Plan Share Awards under the Plan.

                                  ARTICLE VII
             EARNING AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS

     7.01 EARNING PLAN SHARES; FORFEITURES.

     (a) GENERAL RULES.  Subject to the terms hereof, Plan Shares subject to an
Award shall be earned by a Recipient at the rate of twenty percent (20%) of the
aggregate number of Shares covered by the Award as of each annual anniversary
of the date of grant of the Award.  If service as a director by a Recipient is
terminated prior to the fifth (5th) annual anniversary of the date of grant of
a Plan Share Award for any reason (except as specifically provided in
subsections (b), (c) and (d) below), the Recipient shall forfeit the right to
any Shares subject to the Award which have not theretofore been earned.  No
fractional shares shall be distributed pursuant to this Plan.

     (b) EXCEPTION FOR TERMINATIONS DUE TO DEATH, DISABILITY AND RETIREMENT.
Notwithstanding the general rule contained in Section 7.01(a), all Plan Shares
subject to a Plan Share Award held by a Recipient whose service as a director
of the Corporation terminates due to death, Disability, Retirement or failure
of stockholders of the Corporation to re-elect the Recipient as a Non-employee
Director, shall be deemed earned as of the Recipient's last day of service with
the Corporation and shall be distributed as soon as practicable thereafter;
provided, however, that no Awards shall be distributed prior to six months from
the date of grant of the Plan Share Award.

     (c) EXCEPTION FOR TERMINATIONS AFTER A CHANGE IN CONTROL.  Notwithstanding
the general rule contained in Section 7.01(a), all Plan Shares subject to a
Plan Share Award held by a Recipient shall be deemed to be earned in the event
of a "change in control of the Corporation".  A "change in control of the
Corporation" is defined as 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 Exchange Act, or any successor thereto, whether or
not the Corporation in fact is required to comply with Regulation 14A
thereunder.

     (d) REVOCATION FOR MISCONDUCT.  Notwithstanding anything hereinafter to
the contrary, the Board may by resolution immediately revoke, rescind and
terminate any Plan Share Award, or portion thereof, previously awarded under
this Plan, to the extent Plan Shares have not been distributed hereunder to the
Recipient, whether or not yet earned, in the case of any Non-employee Director
who is removed from service as a director of the Corporation for cause (as
hereinafter defined).  Removal shall be deemed to be for cause


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if the Non-employee Director has been convicted of a felony by a court of
competent jurisdiction or has been adjudged by a court of competent
jurisdiction to be liable for gross negligence or misconduct in the performance
of his duties to the Corporation or any Subsidiary.

     7.02 DISTRIBUTION OF DIVIDENDS.  Any cash dividends or stock dividends
declared in respect of each Plan Share held by the Trust will be paid by the
Trust, as soon as practicable after the Trust's receipt thereof, to the
Recipient on whose behalf such Plan Share is then held by the Trust.

     7.03 DISTRIBUTION OF PLAN SHARES.

     (a) TIMING OF DISTRIBUTIONS:  GENERAL RULE.  Plan Shares shall be
distributed to a Recipient or his Beneficiary, as the case may be, as soon as
practicable after they have been earned, provided, however, that no Plan Shares
shall be distributed to a Recipient or Beneficiary pursuant to a Plan Share
Award within six months from the date on which that Plan Share Award was
granted to such person.

     (b) FORM OF DISTRIBUTIONS.  All Plan Shares, together with any Shares
representing stock dividends, shall be distributed in the form of Common Stock.
One share of Common Stock shall be given for each Plan Share earned and
distributable.  Payments representing cash dividends shall be made in cash.

     (c) WITHHOLDING.  The Trustees may withhold from any cash payment or
Common Stock distribution made under this Plan sufficient amounts to cover any
applicable withholding and employment taxes, and if the amount of a cash
payment is insufficient, the Trustees may require the Recipient or Beneficiary
to pay to the Trustees the amount required to be withheld as a condition of
delivering the Plan Shares.  The Trustees shall pay over to the Corporation or
any Subsidiary which employs or employed such Recipient any such amount
withheld from or paid by the Recipient or Beneficiary.

     (d) RESTRICTIONS ON SELLING OF PLAN SHARES.  Plan Share Awards may not be
sold, assigned, pledged or otherwise disposed of prior to the time that they
are earned and distributed pursuant to the terms of this Plan.  Following
distribution, the Committee may require the Recipient or his Beneficiary, as
the case may be, to agree not to sell or otherwise dispose of his distributed
Plan Shares except in accordance with all then applicable Federal and state
securities laws, and the Committee may cause a legend to be placed on the stock
certificate(s) representing the distributed Plan Shares in order to restrict
the transfer of the distributed Plan Shares for such period of time or under
such circumstances as the Committee, upon the advice of counsel, may deem
appropriate.

     7.04 VOTING OF PLAN SHARES.  After a Plan Share Award has been made, the
Recipient shall be entitled to direct the Trustees as to the voting of the Plan
Shares which are covered by the Plan Share Award and which have not yet been
earned and distributed


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to him pursuant to Section 7.03, subject to rules and procedures adopted by the
Committee for this purpose.  All shares of Common Stock held by the Trust as to
which Recipients have not directed the voting shall be voted by the Trustees as
the Committee in its discretion shall direct.

                                  ARTICLE VIII
                                     TRUST

     8.01 TRUST.  The Trustees shall receive, hold, administer, invest and make
distributions and disbursements from the Trust in accordance with the
provisions of the Plan and Trust and the applicable directions, rules,
regulations, procedures and policies established by the Committee pursuant to
the Plan.

     8.02 MANAGEMENT OF TRUST.  It is the intent of this Plan and Trust that
the Trustees shall have complete authority and discretion with respect to the
arrangement, control and investment of the Trust, and that the Trustees shall
invest all assets of the Trust in Common Stock to the fullest extent
practicable, except (i) to the extent that the Trustees determine that the
holding of monies in cash or cash equivalents is necessary to meet the
obligations of the Trust and (ii) contributions to the Trust by the Bank prior
to the Offering may be temporarily invested in such interest-bearing account or
accounts as the Trustees shall determine to be appropriate.  In performing
their duties, the Trustees shall have the power to do all things and execute
such instruments as may be deemed necessary or proper, including the following
powers:

     (a) To invest up to one hundred percent (100%) of all Trust assets in
Common Stock without regard to any law now or hereafter in force limiting
investments for trustees or other fiduciaries.  The investment authorized
herein may constitute the only investment of the Trust, and in making such
investment, the Trustees are authorized to purchase Common Stock from the
Corporation or from any other source, and such Common Stock so purchased may be
outstanding, newly issued, or treasury shares.

     (b) To invest any Trust assets not otherwise invested in accordance with
(a) above, in such deposit accounts, and certificates of deposit, obligations
of the United States Government or its agencies or such other investments as
shall be considered the equivalent of cash.

     (c) To sell, exchange or otherwise dispose of any property at any time
held or acquired by the Trust.

     (d) To cause stocks, bonds or other securities to be registered in the
name of a nominee, without the addition of words indicating that such security
is an asset of the Trust (but accurate records shall be maintained showing that
such security is an asset of the Trust).


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     (e) To hold cash without interest in such amounts as may in the opinion of
the Trustees be reasonable for the proper operation of the Plan and Trust.

     (f) To employ brokers, agents, custodians, consultants and accountants.

     (g) To hire counsel to render advice with respect to their rights, duties
and obligations hereunder, and such other legal services or representation as
they may deem desirable.

     (h) To hold funds and securities representing the amounts to be
distributed to a Recipient or his Beneficiary as a consequence of a dispute as
to the disposition thereof, whether in a segregated account or held in common
with other assets of the Trust.

     Notwithstanding anything herein contained to the contrary, the Trustees
shall not be required to make any inventory, appraisal or settlement or report
to any court, or to secure any order of court for the exercise of any power
herein contained, or give bond.

     8.03 RECORDS AND ACCOUNTS.  The Trustees shall maintain accurate and
detailed records and accounts of all transactions of the Trust, which shall be
available at all reasonable times for inspection by any legally entitled person
or entity to the extent required by applicable law, or any other person
determined by the Committee.

     8.04 EXPENSES.  All costs and expenses incurred in the operation and
administration of this Plan shall be borne by the Corporation.

     8.05 INDEMNIFICATION.  Subject to the requirements of applicable laws and
regulations, the Corporation shall indemnify, defend and hold the Trustees
harmless against all claims, expenses and liabilities arising out of or related
to the exercise of the Trustees' powers and the discharge of their duties
hereunder, unless the same shall be due to their gross negligence or willful
misconduct.

                                   ARTICLE IX
                                 MISCELLANEOUS

     9.01 ADJUSTMENTS FOR CAPITAL CHANGES.  The aggregate number of Plan Shares
available for distribution pursuant to the Plan Share Awards and the number of
Shares to which any Plan Share Award relates shall be proportionately adjusted
for any increase or decrease in the total number of outstanding shares of
Common Stock issued subsequent to the effective date of the Plan resulting from
any split, subdivision or consolidation of shares or other capital adjustment,
or other increase or decrease in such shares effected without receipt or
payment of consideration by the Corporation.  In addition, in the event the
Corporation distributes warrants or other securities or assets on a pro rata
basis to all holders of Common Stock of the Corporation without receipt or
payment of consideration by the Corporation (the "Distribution"), then the
Corporation shall (a) make appropriate


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arrangements so that the holders of Awards outstanding immediately prior to the
date of the Distribution receive upon receipt of the underlying Plan Shares the
benefits of the Distribution as if the holders had received the Plan Shares
immediately prior to the record date used for the Distribution, and (b)
depending upon the terms of the Distribution, adjust the number of Plan Shares
underlying any Awards outstanding immediately prior to the date of the
Distribution so that the economic value of the Award at the time of the
Distribution is neither increased nor decreased by the Distribution, in which
event the aggregate number of Plan Shares available for distribution pursuant
to Plan Share Awards shall also be proportionately adjusted.

     9.02 AMENDMENT AND TERMINATION OF PLAN.  The Board may, by resolution, at
any time amend or terminate the Plan, subject to any required stockholder
approval or any stockholder approval which the Board may deem to be advisable
for any reason, such as for the purpose of obtaining or retaining any statutory
or regulatory benefits under tax, securities or other laws or satisfying any
applicable stock exchange listing requirements.  The Board may not, without the
consent of the holder of a Plan Share Award, alter or impair any Plan Share
Award previously granted under this Plan as specifically authorized herein.
Upon termination of the Plan, all Plan Share Awards shall be distributed to the
Recipients regardless of whether or not such Plan Share Awards had otherwise
been earned under the service requirements set forth in Article VII; provided,
however, that no Awards shall be distributed prior to six months from the date
of grant of the Plan Share Award.  Notwithstanding anything contained in this
Plan to the contrary, the provisions of Articles VI and VII of this Plan shall
not be amended more than once every six months, other than to comport with
changes in the Internal Revenue Code of 1986, as amended, the Employee
Retirement Income Security Act of 1974, as amended, or the rules and
regulations promulgated under such statutes.

     9.03 NONTRANSFERABLE.  Plan Share Awards and rights to Plan Shares shall
not be transferable by a Recipient, and during the lifetime of the Recipient,
Plan Shares may only be earned by and paid to a Recipient who was notified in
writing of an Award by the Committee pursuant to Section 6.02.  No Recipient or
Beneficiary shall have any right in or claim to any assets of the Plan or
Trust, nor shall the Corporation or any Subsidiary be subject to any claim for
benefits hereunder.

     9.04 SERVICE RIGHTS.  Neither the Plan nor any grant of a Plan Share Award
or Plan Shares hereunder nor any action taken by the Trustees, the Committee or
the Board in connection with the Plan shall create any right on the part of any
Non-employee Director to continue as such.

     9.05 VOTING AND DIVIDEND RIGHTS.  No Recipient shall have any voting or
dividend rights or other rights of a stockholder in respect of any Plan Shares
covered by a Plan Share Award, except as expressly provided in Sections 7.02
and 7.04 above, prior to the time said Plan Shares are actually earned and
distributed to him.


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     9.06 GOVERNING LAW.  The Plan and Trust shall be governed by the laws of
the Commonwealth of Pennsylvania.

     9.07 EFFECTIVE DATE.  This Plan shall be effective as of the Effective
Date, and Awards may be granted hereunder as of or after the Effective Date and
as long as the Plan remains in effect.

     9.08 TERM OF PLAN.  This Plan shall remain in effect until the earlier of
(1) ten (10) years from the Effective Date, (2) termination by the Board, or
(3) the distribution to Recipients and Beneficiaries of all assets of the
Trust.

     9.09 TAX STATUS OF TRUST.  It is intended that the trust established
hereby be treated as a Grantor Trust of the Corporation under the provisions of
Section 671 et seq. of the Code, as the same may be amended from time to time.


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     IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed by its duly authorized officers and the corporate seal to be affixed
and duly attested, and the initial Trustees of the Trust established pursuant
hereto have duly and validly executed this Agreement, all on this __ day of
January 1998.


                                      COMMONWEALTH BANCORP, INC.


                                      By:
                                         --------------------------------------
                                      Charles H. Meacham, Chairman of the Board
                                      and Chief Executive Officer



                     ATTEST:          TRUSTEES:



                     ---------------  --------------------
                     Patrick J. Ward  George C. Beyer, Jr.
                     Secretary


                                      --------------------------------
                                      Joseph E. Colen, Jr.


                                      --------------------------------
                                      William B. Haines, Jr.


                                      --------------------------------
                                      Charles H. Meacham


                                      --------------------------------
                                      Harry P. Mirabile


                                      --------------------------------
                                      Nicholas Sclufer


                                      --------------------------------
                                      Mathew T. Welde