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                                                                   EXHIBIT 10-5




                           COMMONWEALTH BANCORP, INC.
                         1996 AMENDED STOCK OPTION PLAN


                                   ARTICLE I
                           ESTABLISHMENT OF THE PLAN

     Commonwealth Bancorp, Inc. (the "Corporation") hereby establishes this
1996 Amended Stock Option Plan (the "Plan") 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 and its Subsidiary Companies by providing Employees and
Non-Employee Directors with a proprietary interest in the Corporation as an
incentive to contribute to the success of the Corporation and its Subsidiary
Companies, and rewarding Employees for outstanding performance and the
attainment of targeted goals.  All Incentive Stock Options issued under this
Plan are intended to comply with the requirements of Section 422 of the Code,
and the regulations thereunder, and all provisions hereunder shall be read,
interpreted and applied with that purpose in mind.


                                  ARTICLE III
                                  DEFINITIONS

     3.01 "Award" means an Option or Stock Appreciation Right granted pursuant
to the terms of this Plan.

     3.02 "Bank" means Commonwealth Bank, the wholly owned subsidiary of the
Corporation.

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

     3.04 "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 Exchange Act, whether or
not the Corporation in fact is required to comply with Regulation 14A
thereunder; 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), other than the Corporation, 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 twenty-four consecutive months during
the term of an Option, individuals who at the beginning of such period
constitute the Board of the Corporation cease for any reason to






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constitute at least a majority thereof, unless the election, or the nomination
for election by the Corporation's stockholders, of each director who was not a
director at the date of grant has been approved in advance by directors
representing at least two-thirds of the directors then in office who were
directors at the beginning of the period.

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

     3.06 "Committee" means a committee of two or more directors appointed by
the Board pursuant to Article IV hereof each of whom shall be a Non-Employee
Director as defined in Rule 16b-3(b)(3)(i) of the Exchange Act or any successor
thereto.

     3.07 "Common Stock" means shares of the common stock, $.10 par value per
share, of the Corporation.

     3.08 "Disability" means any physical or mental impairment which qualifies
an individual for disability benefits under the applicable long-term disability
plan maintained by the Corporation or a Subsidiary Company, or, if no such plan
applies, which would qualify such individual for disability benefits under the
long-term disability plan maintained by the Corporation, if such individual
were covered by that plan.

     3.09 "Effective Date" means the day upon which the Board approves this
Plan.

     3.10 "Employee" means any person who is employed by the Corporation or a
Subsidiary Company, or is an Officer of the Corporation or a Subsidiary
Company, but not including directors who are not also Officers of or otherwise
employed by the Corporation or a Subsidiary Company.

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

     3.12 "Fair Market Value" shall be equal to the fair market value per share
of the Corporation's Common Stock on the date an Award is granted.  For
purposes hereof, the Fair Market Value of a share of Common Stock 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) or national quotation system 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 Committee.

     3.13 "Incentive Stock Option" means any Option granted under this Plan
which the Board intends (at the time it is granted) to be an incentive stock
option within the meaning of Section 422 of the Code or any successor thereto.

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     3.14 "Non-Employee Director" means a member of the Board of the
Corporation or Board of Directors of the Bank, including a Director Emeritus of
the Board of the Corporation or Board of Directors of the Bank, who is not an
Officer or Employee of the Corporation or any Subsidiary Company.

     3.15 "Non-Qualified Option" means any Option granted under this Plan which
is not an Incentive Stock Option.

     3.16 "Offering" means the offering of Common Stock to the public pursuant
to the conversion of Commonwealth Mutual Holding Company to the stock form and
the reorganization of the Bank as a subsidiary of the Corporation.

     3.17 "Officer" means an Employee whose position in the Corporation or
Subsidiary Company is that of a corporate officer, as determined by the Board.

     3.18 "Option" means a right granted under this Plan to purchase Common
Stock.

     3.19 "Optionee" means an Employee or Non-Employee Director or former
Employee or Non-Employee Director to whom an Option is granted under the Plan.

     3.20 "Retirement" means a termination of employment which constitutes a
"retirement" under any applicable qualified pension benefit plan maintained by
the Corporation or a Subsidiary Corporation, or, if no such plan is applicable,
which would constitute "retirement" under the Corporation's pension benefit
plan, if such individual were a participant in that plan.

     3.21 "Stock Appreciation Right" means a right to surrender an Option in
consideration for a payment by the Corporation in cash and/or Common Stock, as
provided in the discretion of the Committee in accordance with Section 8.11.

     3.22 "Subsidiary Companies" means those subsidiaries of the Corporation,
including the Bank, which meet the definition of "subsidiary corporations" set
forth in Section 425(f) of the Code, at the time of granting of the Option in
question.




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                                   ARTICLE IV
                           ADMINISTRATION OF THE PLAN

     4.01 DUTIES OF THE COMMITTEE.  The Plan shall be administered and
interpreted by the Committee, as appointed from time to time by the Board
pursuant to Section 4.02.  The Committee shall have the authority to adopt,
amend and rescind such rules, regulations and procedures as, in its opinion,
may be advisable in the administration of the Plan, including, without
limitation, rules, regulations and procedures which (i) deal with satisfaction
of an Optionee's tax withholding obligation pursuant to Section 12.02 hereof,
(ii) include arrangements to facilitate the Optionee's ability to borrow funds
for payment of the exercise or purchase price of an Award, if applicable, from
securities brokers and dealers, and (iii) include arrangements which provide
for the payment of some or all of such exercise or purchase price by delivery
of previously-owned shares of Common Stock or other property and/or by
withholding some of the shares of Common Stock which are being acquired.  The
interpretation and construction by the Committee of any provisions of the Plan,
any rule, regulation or procedure adopted by it pursuant thereto or of any
Award shall be final and binding in the absence of action by the Board.

     4.02 APPOINTMENT AND OPERATION OF THE COMMITTEE.  The members of the
Committee shall be appointed by, and will serve at the pleasure of, the Board.
The Board from time to time may remove members from, or add members to, the
Committee, provided the Committee shall continue to consist of two or more
members of the Board, each of whom shall be a Non-Employee Director, as defined
in Rule 16b-3(b)(3)(i) of the Exchange Act or any successor thereto.  In
addition, each member of the Committee shall be an "outside director" within
the meaning of Section 162(m) of the Code and regulations thereunder at such
times as is required under such regulations.  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.  It may appoint one of its members to be chairman and any person,
whether or not a member, to be its secretary or agent.  The Committee shall
report its actions and decisions to the Board at appropriate times but in no
event less than one time per calendar year.

     4.03 REVOCATION FOR MISCONDUCT.  The Board or the Committee may by
resolution immediately revoke, rescind and terminate any Option, or portion
thereof, to the extent not yet vested, or any Stock Appreciation Right, to the
extent not yet exercised, previously granted or awarded under this Plan to an
Employee who is discharged from the employ of the Corporation or a Subsidiary
Company for cause, which, for purposes hereof, shall mean termination because
of the Employee's 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.
Options granted to a Non-Employee Director who is removed for cause pursuant to
the Corporation's Articles of Incorporation




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and Bylaws or the Bank's Charter and Bylaws shall terminate as of the effective
date of such removal.

     4.04 LIMITATION ON LIABILITY.  Neither the members of the Board nor any
member of the Committee shall be liable for any action or determination made in
good faith with respect to the Plan, any rule, regulation or procedure adopted
by it pursuant thereto or any Awards granted under it.  If a member of the
Board or 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 its Subsidiary Companies and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

     4.05 COMPLIANCE WITH LAW 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 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 or Stock
Appreciation Right may be exercised if such exercise would be contrary to
applicable laws and regulations.

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


                                   ARTICLE V
                                  ELIGIBILITY

     Awards may be granted to such Employees of the Corporation and its
Subsidiary Companies as may be designated from time to time by the Board or the
Committee.  Awards may not be granted to individuals who are not Employees or
Non-Employee Directors of either the Corporation or its Subsidiary Companies.
Non-Employee Directors shall be eligible to receive only Non-Qualified Options.


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                                   ARTICLE VI
                        COMMON STOCK COVERED BY THE PLAN

     6.01 OPTION SHARES.  The aggregate number of shares of Common Stock which
may be issued pursuant to this Plan, subject to adjustment as provided in
Article IX, shall be 987,215, which is equal to 10.0% of the shares of Common
Stock issued in the Offering. None of such shares shall be the subject of more
than one Award at any time, but if an Option as to any shares is surrendered
before exercise, or expires or terminates for any reason without having been
exercised in full, or for any other reason ceases to be exercisable, the number
of shares covered thereby shall again become available for grant under the Plan
as if no Awards had been previously granted with respect to such shares.
Notwithstanding the foregoing, if an Option is surrendered in connection with
the exercise of a Stock Appreciation Right, the number of shares covered
thereby shall not be available for grant under the Plan.  During the time this
Plan remains in effect, grants to each Employee and each Non-Employee Director
shall not exceed 25% and 5% of the shares of Common Stock available under the
Plan, respectively.

     6.02 SOURCE OF SHARES.  The shares of Common Stock issued under the 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 VII
                                DETERMINATION OF
                         AWARDS, NUMBER OF SHARES, ETC.

     7.01 DETERMINATION OF AWARDS.  The Board or the Committee shall, in its
discretion, determine from time to time which Employees will be granted Awards
under the Plan, the number of shares of Common Stock subject to each Award,
whether each Option will be an Incentive Stock Option or a Non-Qualified Stock
Option and the exercise price of an Option.  In making all such determinations
there shall be taken into account the duties, responsibilities and performance
of each respective Employee, his present and potential contributions to the
growth and success of the Corporation, his salary and such other factors deemed
relevant to accomplishing the purposes of the Plan.

     7.02 MAXIMUM AWARDS TO EMPLOYEES.  Notwithstanding anything contained in
this Plan to the contrary, the maximum number of shares of Common Stock to
which Awards may be granted to any Employee in any calendar year shall be
246,804.


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                                  ARTICLE VIII
                     OPTIONS AND STOCK APPRECIATION RIGHTS

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

     8.01 STOCK OPTION AGREEMENT.  The proper Officers on behalf of the
Corporation and each Optionee shall execute a Stock Option Agreement which
shall set forth the total number of shares of Common Stock to which it
pertains, the exercise price, whether it is a Non-Qualified Option or an
Incentive Stock Option, and such other terms, conditions, restrictions and
privileges as the Board or the Committee in each instance shall deem
appropriate, provided they are not inconsistent with the terms, conditions and
provisions of this Plan.  Each Optionee shall receive a copy of his executed
Stock Option Agreement.

     8.02 GRANTS TO NON-EMPLOYEE DIRECTORS.  Options to purchase 29,616 shares
of Common Stock shall be granted to each Non-Employee Director as of the day
that the Plan is approved by stockholders of the Corporation, effective at such
time and with a per share exercise price equal to the Fair Market Value of a
share of Common Stock on such date.
Awards made to Non-Employee Directors in the aggregate may not exceed 296,164
shares (or 30% of the number of shares available under this Plan) and no
individual Non-Employee Director may receive Awards in excess of 49,361 shares
(or 5% of the number of shares available under this Plan).

     8.03 OPTION EXERCISE PRICE.

     (A) INCENTIVE STOCK OPTIONS.  The per share price at which the subject
Common Stock may be purchased upon exercise of an Incentive Stock Option shall
be no less than one hundred percent (100%) of the Fair Market Value of a share
of Common Stock at the time such Incentive Stock Option is granted, except as
provided in Section 8.10(b).

     (B) NON-QUALIFIED OPTIONS.  The per share price at which the subject
Common Stock may be purchased upon exercise of a Non-Qualified Option shall be
established by the Committee at the time of grant, but in no event shall be
less than the greater of (i) the par value or (ii) one hundred percent (100%)
of the Fair Market Value of a share of Common Stock at the time such
Non-Qualified Option is granted.

     8.04  VESTING AND EXERCISE OF OPTIONS.

     (A) GENERAL RULES.  Incentive Stock Options and Non-Qualified Options
granted to Employees shall become vested and exercisable at the rate, to the
extent and subject to such limitations as may be specified by the Board or the
Committee.  Notwithstanding the foregoing, no vesting shall occur on or after
an Employee's employment or service as a Non-Employee Director with the
Corporation and all Subsidiary Companies is terminated for any reason other
than his death, Disability, Retirement or a Change in


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Control of the Corporation.  In determining the number of shares of Common
Stock with respect to which Options are vested and/or exercisable, fractional
shares will be rounded up to the nearest whole number if the fraction is 0.5 or
higher, and down if it is less.

     (B) ACCELERATED VESTING.  Unless the Committee shall specifically state
otherwise at the time an Option is granted, all Options granted under this Plan
shall become vested and exercisable in full on the date an Optionee terminates
his employment with the Corporation or a Subsidiary Company or service as a
Non-Employee Director because of his death, Disability or Retirement.  In
addition, all outstanding Options shall become immediately vested and
exercisable in full on the date an Optionee terminates his employment with the
Corporation or a Subsidiary Company or service as a Non-Employee Director as
the result of or following a Change in Control of the Corporation.

     8.05  DURATION OF OPTIONS.

     (A) GENERAL RULE.  Except as provided in Sections 8.05(b), 8.05(c) and
8.10, each Option or portion thereof granted to an Optionee shall be
exercisable at any time on or after it vests and remain exercisable until the
earlier of (i) ten (10) years after its date of grant or (ii) three (3) months
after the date on which the Optionee ceases to be employed by the Corporation
and all Subsidiary Companies, or any successor thereto, or serve as a
Non-Employee Director.

     (B) EXTENSION OF THREE-MONTH PERIOD.  The Board or the Committee may in
its discretion decide at the time of grant of an Option to extend the
three-month period of exercise referred to in Section 8.05(a)(ii) upon
termination of employment or service from three (3) months to a period not
exceeding five (5) years.  In addition, the Board or the Committee may decide
to extend such exercise period following the date of grant of an Option, but
only if such decision would not be deemed to be the granting of a new Option.
In no event, however, shall any Option be exercisable more than ten (10) years
from the date it was granted.

     (C) EXCEPTIONS.  If an Employee dies while in the employ of the
Corporation or a Subsidiary Company or terminates employment with the
Corporation or a Subsidiary Company as a result of Disability or Retirement
without having fully exercised his Options, the Optionee or the executors,
administrators, legatees or distributees of his estate shall have the right to
exercise such Options for a period of time equal to the greater of (i) twelve
(12) months following the earlier of his death or termination due to Disability
or Retirement, or (ii) the period provided for by the Board or the Committee
pursuant to Section 8.05(b).  If a Non-Employee Director dies while serving as
a Non-Employee Director or terminates his service to the Corporation or a
Subsidiary Company as a result of Disability or Retirement without having fully
exercised his Options, the Non-Employee Director or the executors,
administrators, legatees or distributees of his estate shall have the right to
exercise such Options for a period of time equal to the greater of (i) twelve
(12) months following the earlier of his death or termination due to Disability
or Retirement, or


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(ii) the period provided for by the Board or the Committee pursuant to Section
8.05(b).  In no event, however, shall any Option be exercisable more than ten
(10) years from the date it was granted.

     8.06 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.  Notwithstanding the foregoing, or any other provision
of this Plan, an Optionee who holds Non-Qualified Options may transfer such
Options to his or her spouse, lineal ascendants, lineal descendants, or to a
duly established trust for the benefit of one or more of these individuals.
Options so transferred may thereafter be transferred only to the Optionee who
originally received the grant or to an individual or trust to whom the Optionee
could have initially transferred the Option pursuant to this Section 8.06.
Options which are transferred pursuant to this Section 8.06 shall be
exercisable by the transferee according to the same terms and conditions as
applied to the Optionee.

     8.07 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 Stock Option Agreement provided for in Section 8.01 above.

     8.08 PAYMENT FOR SHARES.  Payment in full of the purchase price for shares
of Common Stock purchased pursuant to the exercise of any Option shall be made
to the Corporation upon exercise of the Option.  All shares sold under the Plan
shall be fully paid and nonassessable.  Payment for shares may be made by the
Optionee in cash or, at the discretion of the Board or the Committee, by
delivering shares of Common Stock (including shares acquired pursuant to the
exercise of an Option) or other property equal in Fair Market Value to the
purchase price of the shares to be acquired pursuant to the Option, by
withholding some of the shares of Common Stock which are being purchased upon
exercise of an Option, or any combination of the foregoing.

     8.09 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.

     8.10 ADDITIONAL TERMS APPLICABLE TO INCENTIVE STOCK OPTIONS.  All Options
issued under the Plan as Incentive Stock Options will be subject, in addition
to the terms detailed in Sections 8.01 to 8.09 above, to those contained in
this Section 8.10.

     (A) Notwithstanding any contrary provisions contained elsewhere in this
Plan and as long as required by Section 422 of the Code, the aggregate Fair
Market Value, determined as of the time an Incentive Stock Option is granted,
of the Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year under
this Plan, and stock options that satisfy the requirements of


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Section 422 of the Code under any other stock option plan or plans maintained
by the Corporation (or any parent or Subsidiary Company), shall not exceed
$100,000.

     (B) LIMITATION ON TEN PERCENT STOCKHOLDERS.  The price at which shares of
Common Stock may be purchased upon exercise of an Incentive Stock Option
granted to an individual who, at the time such Incentive Stock Option is
granted, owns, directly or indirectly, more than ten percent (10%) of the total
combined voting power of all classes of stock issued to stockholders of the
Corporation or any Subsidiary Company, shall be no less than one hundred and
ten percent (110%) of the Fair Market Value of a share of the Common Stock of
the Corporation at the time of grant, and such Incentive Stock Option shall by
its terms not be exercisable after the earlier of the date determined under
Section 8.04 or the expiration of five (5) years from the date such Incentive
Stock Option is granted.

     (C) NOTICE OF DISPOSITION; WITHHOLDING; ESCROW.  An Optionee shall
immediately notify the Corporation in writing of any sale, transfer, assignment
or other disposition (or action constituting a disqualifying disposition within
the meaning of Section 421 of the Code) of any shares of Common Stock acquired
through exercise of an Incentive Stock Option, within two (2) years after the
grant of such Incentive Stock Option or within one (1) year after the
acquisition of such shares, setting forth the date and manner of disposition,
the number of shares disposed of and the price at which such shares were
disposed of.  The Corporation shall be entitled to withhold from any
compensation or other payments then or thereafter due to the Optionee such
amounts as may be necessary to satisfy any withholding requirements of federal
or state law or regulation and, further, to collect from the Optionee any
additional amounts which may be required for such purpose.  The Committee may,
in its discretion, require shares of Common Stock acquired by an Optionee upon
exercise of an Incentive Stock Option to be held in an escrow arrangement for
the purpose of enabling compliance with the provisions of this Section 8.10(c).

     8.11 STOCK APPRECIATION RIGHTS.

     (A) GENERAL TERMS AND CONDITIONS.  The Board or the Committee may, but
shall not be obligated to, authorize the Corporation, on such terms and
conditions as it deems appropriate in each case, to grant rights to Optionees
to surrender an exercisable Option, or any portion thereof, in consideration
for the payment by the Corporation of an amount equal to the excess of the Fair
Market Value of the shares of Common Stock subject to the Option, or portion
thereof, surrendered over the exercise price of the Option with respect to such
shares (any such authorized surrender and payment being hereinafter referred to
as a "Stock Appreciation Right").  Such payment, at the discretion of the Board
or the Committee, may be made in shares of Common Stock valued at the then Fair
Market Value thereof, or in cash, or partly in cash and partly in shares of
Common Stock.

     The terms and conditions set with respect to a Stock Appreciation Right
may include (without limitation), subject to other provisions of this Section
8.11 and the Plan: the period during which, date by which or event upon which
the Stock Appreciation Right may be


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exercised; the method for valuing shares of Common Stock for purposes of this
Section 8.11; a ceiling on the amount of consideration which the Corporation
may pay in connection with exercise and cancellation of the Stock Appreciation
Right; and arrangements for income tax withholding.  The Board or the Committee
shall have complete discretion to determine whether, when and to whom Stock
Appreciation Rights may be granted.  Notwithstanding the foregoing, the
Corporation may not permit the exercise of a Stock Appreciation Right issued
pursuant to this Plan until the Corporation has been subject to the reporting
requirements of Section 13 of the Exchange Act for a period of at least one
year prior to the exercise of any such Stock Appreciation Right and until a
Stock Appreciation Right issued pursuant to this Plan has been outstanding for
at least six months from the date of grant.

     (B) TIME LIMITATIONS.  If a holder of a Stock Appreciation Right
terminates service with the Corporation as an Officer or Employee, the Stock
Appreciation Right may be exercised only within the period, if any, within
which the Option to which it relates may be exercised.

     (C) EFFECTS OF EXERCISE OF STOCK APPRECIATION RIGHTS OR OPTIONS.  Upon the
exercise of a Stock Appreciation Right, the number of shares of Common Stock
available under the Option to which it relates shall decrease by a number equal
to the number of shares for which the Stock Appreciation Right was exercised.
Upon the exercise of an Option, any related Stock Appreciation Right shall
terminate as to any number of shares of Common Stock subject to the Stock
Appreciation Right that exceeds the total number of shares for which the Option
remains unexercised.

     (D) TIME OF GRANT.  A Stock Appreciation Right granted in connection with
an Incentive Stock Option must be granted concurrently with the Option to which
it relates, while a Stock Appreciation Right granted in connection with a
Non-Qualified Option may be granted concurrently with the Option to which it
relates or at any time thereafter prior to the exercise or expiration of such
Option.

     (E) NON-TRANSFERABLE.  The holder of a Stock Appreciation Right may not
transfer or assign the Stock Appreciation Right otherwise than by will or in
accordance with the laws of descent and distribution, and during a holder's
lifetime a Stock Appreciation Right may be exercisable only by the holder.

                                   ARTICLE IX
                        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 outstanding Award relates,
the maximum number of shares that can be covered by Awards to each Employee,
each Non-Employee Director and all Non-Employee Directors as a group, and the
exercise price per share of Common Stock under any outstanding Option shall be
proportionately adjusted for any increase or

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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 Award 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 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 Award 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 and the maximum number of shares that
can be covered by Awards to each Employee, each Non-Employee Director and all
Non-Employee Directors as a group shall also be proportionately adjusted.
Notwithstanding any provision to the contrary, the exercise price of shares
subject to outstanding Awards may be proportionately adjusted upon the payment
of a special large and nonrecurring dividend that has the effect of a return of
capital to the stockholders.

                                   ARTICLE X
                     AMENDMENT AND TERMINATION OF THE PLAN

     The Board may, by resolution, at any time terminate or amend the Plan with
respect to any shares of Common Stock as to which Awards 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
Award, alter or impair any Award previously granted or awarded under this Plan
except as specifically authorized herein.

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                                   ARTICLE XI
                         EMPLOYMENT AND SERVICE RIGHTS

     Neither the Plan nor the grant of any Awards hereunder nor any action
taken by the Committee or the Board in connection with the Plan shall create
any right on the part of any Employee or Non-Employee Director to continue in
such capacity.

                                  ARTICLE XII
                                  WITHHOLDING

     12.01 TAX 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 Award.  The Corporation also may withhold or collect amounts
with respect to a disqualifying disposition of shares of Common Stock acquired
pursuant to exercise of an Incentive Stock Option, as provided in Section
8.10(c).

     12.02 METHODS OF TAX WITHHOLDING.  The Board or the Committee is
authorized to adopt rules, regulations or procedures which provide for the
satisfaction of an Optionee's tax withholding obligation by the retention of
shares of Common Stock to which the Employee would otherwise be entitled
pursuant to an Award and/or by the Optionee's delivery of previously-owned
shares of Common Stock or other property.

                                  ARTICLE XIII
                        EFFECTIVE DATE OF THE PLAN; TERM

     13.01 EFFECTIVE DATE OF THE PLAN.  This Plan shall become effective on the
Effective Date, and Awards may be granted hereunder no earlier than the date
that this Plan is approved by stockholders of the Corporation and prior to the
termination of the Plan, provided that this Plan is approved by stockholders of
the Corporation pursuant to Article XIV hereof.

     13.02 TERM OF THE 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 Awards previously
granted and such Awards 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 XIV
                              STOCKHOLDER APPROVAL

     The Corporation shall submit this Plan to stockholders for approval at a
meeting of stockholders of the Corporation held within twelve (12) months
following the Effective Date

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<PAGE>   14



in order to meet the requirements of (i) Section 422 of the Code and
regulations thereunder, (ii) Section 162(m) of the Code and regulations
thereunder, (iii) the National Association of Securities Dealers, Inc. for
quotation of the Common Stock on the Nasdaq Stock Market's National Market, and
(iv) regulations of the Office of Thrift Supervision.

                                   ARTICLE XV
                                 MISCELLANEOUS

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

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

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