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                                                                    EXHIBIT 10-2

                           COMMONWEALTH BANCORP, INC.
                   1993 AMENDED DIRECTORS' STOCK OPTION PLAN

                                   ARTICLE I
                           ESTABLISHMENT OF THE PLAN

     Commonwealth Bancorp, Inc. (the "Corporation") hereby assumes this 1993
Directors' Stock Option Plan (the "Plan") originally established by
Commonwealth Bank (the "Bank") upon the terms and conditions hereinafter
stated.

                                   ARTICLE II
                              PURPOSE OF THE PLAN

     The purpose of this Plan is to improve the growth and profitability of the
Corporation by providing non-employee directors with a proprietary interest in
the Corporation through non-discretionary grants of non-qualified stock options
(an "Option" or "Options").

                                  ARTICLE III
                           ADMINISTRATION OF THE PLAN

     3.01 ADMINISTRATION.  This Plan shall be administered by the entire Board
of Directors of the Corporation (the "Board").  The Board shall have the power,
subject to and within the limits of the express provisions of this Plan, to
exercise such powers and to perform such acts as are deemed necessary or
expedient to promote the best interests of the Corporation with respect to this
Plan.

     3.02 COMPLIANCE WITH LAW AND REGULATIONS.  All Options 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 as may
be required.  The Corporation shall not be required to issue or deliver any
certificates for shares of Common Stock prior to the completion of any
registration or qualification of or obtaining of consents or approvals with
respect to such shares under any Federal or state law or any rule or regulation
of any government body, which the Corporation shall, in its sole discretion,
determine to be necessary or advisable.  Moreover, no Option may be exercised
if such exercise or issuance would be contrary to applicable laws and
regulations.

     3.03 RESTRICTIONS ON TRANSFER.  The Corporation may place a legend upon
any certificate representing shares acquired pursuant to an Option granted
hereunder noting that the transfer of such shares may be restricted by
applicable laws and regulations.


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                                   ARTICLE IV
                                  ELIGIBILITY

     Each of the non-employee directors of the Bank at the time of the Bank's
initial offering of capital 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 (the
"Offering") shall receive options hereunder ("non-employee director").  No
honorary directors, advisory directors or directors emeritus shall be entitled
to receive Options hereunder.

                                   ARTICLE V
                        COMMON STOCK COVERED BY THE PLAN

     5.01 OPTION SHARES.  The aggregate number of shares of common stock of the
Corporation, par value $.10 per share ("Common Stock"), which may be issued
pursuant to this Plan, subject to adjustment as provided in Article VIII, shall
be an amount equal to 1.5% of the shares of Bank common stock issued in the
Offering, 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.

     5.02 SOURCE OF SHARES.  The shares of Common Stock issued under this Plan
may be authorized but unissued shares, treasury shares or shares purchased by
the Corporation on the open market or from private sources for use under the
Plan.

                                   ARTICLE VI
                                 OPTION GRANTS

     6.01 INITIAL GRANTS.  An Option to purchase shares of Common Stock shall
be granted to each non-employee director of the Bank as of the hour and day on
which Common Stock is initially sold in the Offering.  Specifically, each
non-employee director shall receive Options to purchase the number of shares of
Common Stock (rounded down to the nearest whole number) determined by
multiplying the total number of shares of Common Stock which may be issued
pursuant to this Plan by 90% divided by the number of non-employee directors of
the Bank at such time.

     6.02 SUBSEQUENT GRANTS.  An Option to purchase shares of Common Stock
shall be granted to each non-employee director of the Bank one year from the
date on which Common Stock is initially sold in the Offering.  Specifically,
each non-employee director shall receive Options to purchase the number of
shares of Common Stock (rounded down to the nearest whole number) determined by
multiplying the total number of shares of Common Stock which may be issued
pursuant to this Plan by 10% divided by the number of non-employee directors of
the Bank at such time.


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                                  ARTICLE VII
                                  OPTION TERMS

     Each Option granted hereunder shall be on the following terms and
conditions:

     7.01 OPTION AGREEMENT.  The Corporation and each optionee shall execute an
Option Agreement which shall set forth the total number of shares of Common
Stock to which it pertains, the exercise price and such other terms, conditions
and provisions as are appropriate, provided that they are not inconsistent with
the terms, conditions and provisions of this Plan.  Each optionee shall receive
a copy of his executed Option Agreement.

     7.02 OPTION EXERCISE PRICE.

     (a) INITIAL GRANTS.  The per share exercise price at which shares of
Common Stock may be purchased upon exercise of an Option granted pursuant to
Article IV hereof shall be the uniform per share price at which common stock is
sold by the Bank to participants in the Offering.

     (b) SUBSEQUENT GRANTS.  The per share exercise price at which the shares
of Common Stock may be purchased upon exercise of an Option granted pursuant to
Section 6.02 hereof shall be qual to the greater of (i) the par value of a
share of Common Stock and (ii) the Fair Market Value of a share of Common Stock
as of the date of grant.  For purposes of this Plan, the Fair Market Value
shall be the closing sale price of a share of Common Stock on the date in
question (or, if such day is not a trading day in the U.S. markets, on the
nearest preceding trading day), as reported with respect to the principal
market (or the composite of the markets, if more than one) in which such shares
are then traded, or if no such closing prices are reported, the mean between
the high bid and low asked prices that day on the principal market or national
quotation system then in use, or if no such quotations are available, the price
furnished by a professional securities dealer making a market in such shares
selected by the Board.

     7.03  VESTING AND EXERCISE OF OPTIONS.  Subject to the approval of
stockholders of the Bank pursuant to the terms of Article XII hereof, Options
shall be immediately vested and exercisable on the date of grant.

     7.04  DURATION OF OPTIONS.

     (a)  Each Option or portion thereof shall be exercisable at any time on or
after the date of grant until the earlier of (i) ten (10) years after the date
of grant or (ii) the third annual anniversary of the date on which the optionee
ceases to be a non-employee director.

     (b) Exception for Termination Due to Death, Disability, Retirement or
Resignation.  If an optionee dies while serving as a non-employee director or
within  three (3) years following the termination of the optionee's service as
a non-employee director as


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a result of disability, retirement or resignation without having fully
exercised his Options, the Optionee's executors, administrators, legatees or
distributees of his estate shall have the right, during the twelve-month period
following such death, to exercise such Options, provided that no Option shall
be exercisable within six (6) months after the date of grant or more than ten
(10) years from the date it was granted.

     (c) Options granted to a non-employee director who is removed by
stockholders of the Corporation for cause shall terminate as of the effective
date of such removal.

     7.05 NONASSIGNABILITY.  Options shall not be transferable by an optionee
except by will or the laws of descent or distribution, and during an optionee's
lifetime shall be exercisable only by such optionee or the optionee's guardian
or legal representative.

     7.06 MANNER OF EXERCISE.  Options may be exercised in part or in whole and
at one time or from time to time.  The procedures for exercise shall be set
forth in the written Option Agreement provided for in Section 7.01.

     7.07 PAYMENT FOR SHARES.  Payment in full of the purchase price for shares
of Common Stock purchased pursuant to the exercise of an Option shall be made
to the Corporation upon exercise of the Option.  Payment for shares may be made
by the optionee in cash or by delivering shares of Common Stock (including
shares acquired pursuant to the exercise of an Option) equal in fair market
value to the purchase price of the shares to be acquired pursuant to the
Option, or any combination of the foregoing.

     7.08 VOTING AND DIVIDEND RIGHTS.  No optionee shall have any voting or
dividend rights or other rights of a stockholder in respect of any shares of
Common Stock covered by an Option prior to the time that his name is recorded
on the Corporation's stockholder ledger as the holder of record of such shares
acquired pursuant to an exercise of an Option.

                                  ARTICLE VIII
                        ADJUSTMENTS FOR CAPITAL CHANGES

     The aggregate number of shares of Common Stock available for issuance
under this Plan, the number of shares to which any Option relates and the
exercise price per share of Common Stock under any Option 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
this Plan resulting from a split, subdivision or consolidation of shares or any
other capital adjustment, the payment of a stock dividend, or other increase or
decrease in such shares effected without receipt or payment of consideration by
the Corporation.  If, upon a merger, consolidation, reorganization,
liquidation, recapitalization or the like of the Corporation, the shares of the
Corporation's Common Stock shall be exchanged for other securities of the
Corporation or of another corporation, each recipient of an Option shall be
entitled, subject to the conditions herein stated, to purchase or acquire such
number of shares of Common Stock or amount of other securities of the
Corporation


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or such other corporation as were exchangeable for the number of shares of
Common Stock of the Corporation which such optionees would have been entitled
to purchase or acquire except for such action, and appropriate adjustments
shall be made to the per share exercise price of outstanding Options.  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 arrangements
so that the holders of Options outstanding immediately prior to the date of the
Distribution receive upon exercise of such Options the benefits of the
Distribution as if the holders had exercised such Options immediately prior to
the record date used for the Distribution, and (b) depending upon the terms of
the Distribution, adjust the number of shares and the exercise price per share
of any Options outstanding immediately prior to the date of the Distribution so
that the economic value of the Option at the time of the Distribution is
neither increased nor decreased by the Distribution, in which event the
aggregate number of shares of Common Stock available for issuance under this
Plan shall also be proportionately adjusted.

                                   ARTICLE IX
                     AMENDMENT AND TERMINATION OF THE PLAN

     The Board may, by resolution, at any time terminate or amend this Plan
with respect to any shares of Common Stock as to which Options have not been
granted, 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
an Option, alter or impair any Option previously granted under this Plan as
specifically authorized herein.  Notwithstanding anything contained in this
Plan to the contrary, the provisions of Articles IV, 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.

                                   ARTICLE X
                        RIGHTS TO CONTINUE AS A DIRECTOR

     Neither the Plan nor the grant of any Options hereunder nor any action
taken by the Board in connection with the Plan shall create any right on the
part of any non-employee director of the Bank to continue as such.


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                                   ARTICLE XI
                                  WITHHOLDING

     The Corporation may withhold from any cash payment made under this Plan
sufficient amounts to cover any applicable withholding and employment taxes,
and if the amount of such cash payment is insufficient, the Corporation may
require the optionee to pay to the Corporation the amount required to be
withheld as a condition to delivering the shares acquired pursuant to an
Option.

                                  ARTICLE XII
                        EFFECTIVE DATE OF THE PLAN; TERM

     12.01 EFFECTIVE DATE OF THE PLAN.  This Plan shall become effective at the
time that common stock is initially sold by the Bank in the Offering (the
"Effective Date"), and Options may be granted hereunder as of or after the
Effective Date and prior to the termination of this Plan.

     12.02 TERM OF PLAN.  Unless sooner terminated, this Plan shall remain in
effect for a period of ten (10) years ending on the tenth anniversary of the
Effective Date.  Termination of the Plan shall not affect any Options
previously granted and such Options shall remain valid and in effect until they
have been fully exercised or earned, are surrendered or by their terms expire
or are forfeited.

                                  ARTICLE XIII
                                 MISCELLANEOUS

     13.01 GOVERNING LAW.  To the extent not governed by Federal law, this Plan
shall be construed under the laws of the Commonwealth of Pennsylvania.

     13.02 PRONOUNS.  Wherever appropriate, the masculine pronoun shall include
the feminine pronoun, and the singular shall include the plural.



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