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                                                                    EXHIBIT 10-3

                           COMMONWEALTH BANCORP, INC.
                         AMENDED MANAGEMENT RECOGNITION
                     PLAN FOR OFFICERS 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 Officers (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 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 retain personnel of experience and
ability in key positions by providing such key employees of the Corporation and
any Subsidiaries with a proprietary interest in the Corporation as compensation
for their contributions to the Corporation and any Subsidiaries and as an
incentive to make such contributions in the future.

                                  ARTICLE III
                                  DEFINLTLONS

     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 committee appointed by the Board 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, $.01 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 "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.

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

     3.12 "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.

     3.13 "Recipient" means an Employee who receives a Plan Share Award under
the Plan.

     3.14 "Retirement" means a termination of employment 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.

     3.15 "Subsidiary" means any subsidiaries of the Corporation which, with
the consent of the Board, agree to participate in this Plan.

     3.16 "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.


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                                   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 two or more members of the
Board, none of whom shall be an officer or employee of the Corporation and each
of whom shall be a "disinterested person" within the meaning of Rule 16b-3
under the Exchange Act. 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 recommend to the Board 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 members of the Committee and the Trustee or
Trustees shall be appointed or approved by, and will serve at the pleasure of,
the Board. The Board may in its discretion from time to time remove members
from, or add members to, the Committee, and may remove, replace or add
Trustees, provided that any directors who are selected as members of the
Committee shall not be officers or employees of the Corporation and shall be
"disinterested persons" within the meaning of Rule 16b-3 promulgated under the
Exchange Act.

     4.03 Limitation on Liability.  No member of the Board or 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 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 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.

                                   ARTICLE V
                                 CONTRIBUTIONS


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     5.01 Amount and Timing of Contributions. The Board of Directors of the
Bank shall determine the amount (or the method of computing the amount) and
timing of any contributions by the Bank and any Subsidiaries 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 Employees 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 3.56% 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 may be made to such Employees as may
be selected by the Committee. In selecting those Employees to whom Plan Share
Awards may be granted and the number of Shares covered by such Awards, the
Committee shall consider the position and responsibilities of the eligible
Employees, the value of their services to the Corporation and any Subsidiaries,
and any other factors the Committee may deem relevant. The Committee may but
shall not be required to request the written recommendation of the Chief
Executive Officer of the Corporation other than with respect to Plan Share
Awards to be granted to him.

     6.02 Form of Allocation.  As promptly as practicable after a determination
is made pursuant to Section 6.01 that a Plan Share Award is to be issued, the
Committee shall notify the Recipient in writing of the grant of the Award, 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 Employee. Such terms
shall be reflected in a written agreement with the Employee. 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.

     6.03 Allocations Not Required to any Specific Employee.  Notwithstanding
anything to the contrary in Section 6.01 hereof, no Employee shall have any
right or entitlement to receive a Plan Share Award hereunder, such Awards being
at the total discretion of the Committee.

                                  ARTICLE VII
             EARNING AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS


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     7.01 Earning Plan Shares:  Forfeitures.

     (a) General Rules. Unless the Committee shall specifically state to the
contrary at the time a Plan Share Award is granted, and 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 the
employment of 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 employment with the
Corporation or any Subsidiary terminates due to death, Disability or
Retirement, shall be deemed earned as of the Recipient's last day of employment
with the Corporation or any Subsidiary 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 an Employee who is
discharged from the employ of the Corporation or any Subsidiary for cause (as
hereinafter defined).  Termination of employment shall be deemed to be for
cause if the Employee 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.


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     (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 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.


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     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).

     (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.


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     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 pursuit 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 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 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;


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provided, however, that no Awards shall be distributed prior to six months from
the date of grant of the Plan Share Award.

     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 Employment 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 Employee to continue in the employ of the Corporation or any
Subsidiary.

     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.

     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.

     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 FEDERAL BANCORP, INC.


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                           By:
                              ------------------------------------
                              Charles H. Meacham, President and
                              Chief Executive Officer

ATTEST:


------------------
Patrick J. Ward
Secretary

                          TRUSTEES:


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


                          -----------------------------
                          George C. Beyer, Jr.


                          -----------------------------
                          Harry Mirabile