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                                                                    EXHIBIT 10-1

                           COMMONWEALTH BANCORP, INC.
                       1993 AMENDED STOCK INCENTIVE PLAN

                                   ARTICLE I
                           ESTABLISHMENT OF THE PLAN

     Commonwealth Bancorp, Inc. (the "Corporation") hereby assumes this 1993
Amended Stock Incentive 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 and its Subsidiary Companies by attracting and retaining qualified
personnel, providing such Employees with a proprietary interest in the
Corporation as an incentive to contribute to the success of the Corporation and
its Subsidiary Companies, and rewarding those 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 "Board" means the Board of Directors of the Corporation.

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

     3.04 "Committee" means a committee of two or more directors appointed by
the Board pursuant to Article IV hereof, 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, or any successor
thereto.

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

     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 a Subsidiary Company, or, if no such plan
applies, which would qualify such Employee for disability benefits under any
long-term disability plan maintained by the Corporation, if such Employee were
covered by that plan.


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     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 a
Subsidiary Company, including Officers, but not including directors who are not
also officers of or otherwise employed by the Corporation or a Subsidiary
Company.

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

     3.10 "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.

     3.11 "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.

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

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

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

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

     3.16 "Optionee" means an Employee or former Employee to whom an Option is
granted under the Plan.

     3.17 "Retirement" means a termination of employment which constitutes a
"retirement" under any applicable qualified pension benefit plan maintained by
the Corporation or a Subsidiary Company, or, if no such plan is applicable,
which would


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constitute "retirement" under any qualified pension benefit plan maintained by
the Corporation or a Subsidiary Company, if such individual were a participant
in such plan.

     3.18 "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 8.10.

     3.19 "Subsidiary Companies" means those subsidiaries of the Corporation
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.

                                   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 in its
absolute discretion 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 Employee's tax withholding obligation pursuant
to Section 12.02 hereof, (ii) include arrangements to facilitate the Employee'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.

     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, 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 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 Committee may by resolution
immediately revoke, rescind and terminate any Option, or portion thereof, to
the extent not yet vested,


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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 for:  (1) conviction of a felony
involving the misappropriation of the Corporation's or any Subsidiary Company's
assets or a conviction of a felony which results in a substantial, demonstrable
threat to the Corporation's or any Subsidiary Company's reputation, or (ii)
gross and willful failure to perform a substantial portion of the Employee's
duties and responsibilities as an Employee, which failure continues for more
than thirty (30) days after written notice given to the Employee pursuant to a
two-thirds vote of all of the members of the Board of the Corporation or any
Subsidiary Company, as the case may be, then in office, such vote to set forth
in reasonable detail the nature of such failure.

     4.04 LIMITATION ON LIABILITY.  No 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 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.


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                                   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 Committee.
Awards may not be granted to individuals who are not Employees of either the
Corporation or its Subsidiary Companies.

                                  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 an amount equal to 8.5% of the shares of common stock of
the Bank issued in the Offering, as adjusted by the final exchange ratio
utilized in the reorganization of the Bank from the mutual holding structure to
the stock holding company structure.  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 (including surrender in connection with exercise of
a Stock Appreciation Right), 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.

     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.

     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 as the Committee shall deem relevant to
accomplishing the purposes of the Plan.


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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 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 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 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 8.09(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) eighty-five percent (85%) of
the Fair Market Value of a share of Common Stock at the time such Non-Qualified
Option is granted.

     8.03  VESTING AND EXERCISE OF OPTIONS.

     (A) GENERAL RULES.  Incentive Stock Options and Non-Qualified Options
shall become vested and exercisable at the rate, to the extent and subject to
such limitations as may be specified by the Committee, provided, however, that
no Option may be exercisable for the first six months following the date the
Option is granted.  Notwithstanding the foregoing, no vesting shall occur on or
after an Optionee's employment with the Corporation and all Subsidiary
Companies is terminated for any reason other than his death, Disability or
Retirement.  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 UPON DEATH, DISABILITY OR RETIREMENT.  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 because of his death, Disability or Retirement.


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     (C) ACCELERATED VESTING FOR CHANGES IN CONTROL.  Notwithstanding the
general rule described in Section 8.03(a), all outstanding Options shall become
immediately vested and exercisable in the event there is a change in control of
the Corporation.  A "change in control of the Corporation" for this purpose
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, or any successor thereto, whether or not the
Corporation in fact is required to comply with Regulation 14A thereunder.

     8.04  DURATION OF OPTIONS.

     (A) GENERAL RULE.  Except as provided in Sections 8.04(b) and 8.09, each
Option or portion thereof shall be exercisable at any time on or after it vests
and becomes 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, unless the
Committee in its discretion decides at the time of grant or thereafter to
extend such period of exercise upon termination of employment from three (3)
months to a period not exceeding five (5) years.

     (B) EXCEPTION FOR TERMINATION DUE TO DEATH, DISABILITY OR RETIREMENT.  If
an Optionee 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, during the twelve-month period following the
earlier of his death, Disability or Retirement, to exercise such Options to the
extent vested on the date of such death, Disability or Retirement.  In no
event, however, shall any Option be exercisable more than ten (10) years from
the date it was granted.

     8.05 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.

     8.06 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 Stock Option Agreement provided for in Section 8.01 above.

     8.07 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 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


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withholding some of the shares of Common Stock which are being purchased upon
exercise of an Option, or any combination of the foregoing.

     8.08 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.

     8.09 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 8.08 above, to those contained in
this Section 8.09.

     (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 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 8.03 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 8.09(c).


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     8.10 STOCK APPRECIATION RIGHTS.

     (A) GENERAL TERMS AND CONDITIONS.  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 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
8.10 and the Plan; the period during which, date by which or event upon which
the Stock Appreciation Right may be exercised; the method for valuing shares of
Common Stock for purposes of this Section 8.10; 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 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.  Notwithstanding the
foregoing, any election by an Optionee to exercise the Stock Appreciation
Rights provided in this Plan shall be made during the period beginning on the
third business day following the release for publication of quarterly or annual
financial information required to be prepared and disseminated by the
Corporation pursuant to the requirements of the Exchange Act and ending on the
twelfth business day following such date.  The required release of information
shall be deemed to have been satisfied when the specified financial data
appears on or in a wire service, financial news service or newspaper of general
circulation or is otherwise first made publicly available.

     (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


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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 may be granted concurrently
with the Option 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 Award 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 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 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 shares of Common Stock available for
issuance under this Plan shall also be proportionately adjusted.


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                                   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
as specifically authorized herein.

                                   ARTICLE XI
                               EMPLOYMENT 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 of the Corporation or a Subsidiary
Company to continue in the employ of the Corporation or a Subsidiary Company.

                                  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
8.09(c).

     12.02 METHODS OF TAX WITHHOLDING.  The Committee is authorized to adopt
rules, regulations or procedures which provide for the satisfaction of an
Employee'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 Employee'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 as of or after the
Effective Date and prior to the termination of the Plan, provided that no
Incentive Stock Option issued pursuant to this Plan shall qualify as such
unless this Plan is approved by the requisite vote of the holders


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of the outstanding voting shares of the Corporation at a meeting of
stockholders of the Corporation held within twelve (12) months following the
Effective Date.

     13.02 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 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
                                 MISCELLANEOUS

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

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