Excess Benefit Plan

EXCESS BENEFIT PLAN
OF
COMMONWEALTH FEDERAL SAVINGS BANK
(AS AMENDED EFFECTIVE JANUARY 1, 1998)


This Commonwealth Bank Excess Benefit Plan (formerly named the Commonwealth Federal Savings Bank Excess Benefit Plan) (the "Plan") was adopted by Commonwealth Bank (formerly Commonwealth Federal Savings Bank) (the "Bank") effective as of January 1, 1994. The Plan is established and maintained by the Bank for the purpose of permitting one or more of its officers listed in Appendix A attached hereto who participate in the Bank's Employee Stock Ownership Plan ("ESOP"), to receive allocations representing shares of common stock of the Bank pursuant to this Plan in excess of the number of shares of common stock of the Bank which are allocable to their accounts within the ESOP under the limitation imposed by Section 401(a)(17) of the Internal Revenue Code of 1986, as amended by the Revenue Reconciliation Act of 1993 ("1993 Act").


The Plan is an unfunded plan maintained for the purpose of providing deferred compensation for selected officers of the Bank, each of whom is a member of a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974, as amended.


The Bank amended the Plan effective January 1, 1998, to reflect the Bank's current name and to designate an additional participant in the Plan.


Accordingly, the Bank hereby adopts the amended Plan pursuant to the terms and provisions set forth below:


ARTICLE I


DEFINITIONS


Whenever used herein the following terms shall have the meanings hereinafter set forth:


1.1. "Bank" means Commonwealth Bank, or, to the extent provided in Section 8.8 below, any successor corporation or other entity resulting from a merger or consolidation into or with the Bank or a transfer or sale of substantially all of the assets of the Bank.


1.2. "Board" means the Board of Directors of the Bank.


1.3. "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any regulations relating thereto.


1.4. "Bank Common Stock" means shares of common stock of the Bank. 2
1.5. "ESOP" means the Commonwealth Bank Employee Stock Ownership Plan, and each successor or replacement employee stock ownership plan.


1.6. "ESOP Allocation" means the number of shares allocable to the individual account of a participant in the ESOP pursuant to Article IV of the ESOP.


1.7. "Participant" means a salaried employee of the Bank who is a participant in the ESOP, who is a member of a select group of management or highly compensated employees within the meaning of section 201 (2) of the Employee Retirement Income Security Act of 1974, as amended, and who is selected by the Board of Directors of the Bank to participate in the Plan.


1.8. "Plan Year" means the 12-consecutive-month period ending December 31 of each year.


1.9. "Stock Unit" means a bookkeeping unit used for the purpose of crediting amounts to the account of a Participant, each such Stock Unit being equivalent to one share of Bank Common Stock.


1.10. "Supplemental ESOP Allocation" shall mean the number of Stock Units allocated to a Participant's account pursuant to Section 3.1 of the Plan.


1.11. Words in the masculine gender shall include the feminine and the singular shall include the plural, and vice versa, unless qualified by the context. Any headings used herein are included for ease of reference only, and are not to be construed so as to alter the terms hereof.


ARTICLE II


ELIGIBILITY


A salaried employee of the Bank who is eligible to receive the benefit of an ESOP Allocation, the total amount of which is reduced by reason of the limitation on compensation which may be taken into account for the purpose of calculating allocations pursuant to Section 401(a)(17) of the Code, as amended by the 1993 Act, shall be eligible to be selected by the Board of Directors of the Bank to participate in the Plan.


ARTICLE III


SUPPLEMENTAL CONTRIBUTIONS


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3.1. Supplemental ESOP Allocation.


A Participant in the Plan shall receive a Supplemental ESOP Allocation of Stock Units each year at the same time that allocations of Bank Common Stock are made pursuant to the ESOP. The number of Stock Units allocable to a Participant for any Plan Year shall be an amount equal to the difference between (a) and (b) below:


(a) The ESOP Allocation which would have been allocated
to the Participant for the Plan Year, as determined by Article
IV of the ESOP and the definition of "Compensation" in Section
1.10 of the ESOP; provided, however, that (i) a Participant's
Compensation shall be deemed to equal $235,840 if the
Participant's Compensation, without giving effect to the
limitation imposed by section 401 (a)(17) of the Code, equals
or exceeds $235,840 both in 1993 and in the year with respect
to which the allocation is made, and (ii) the Compensation of
a Participant who is not described in (i) shall be determined
without giving effect to the limitation imposed by section
401 ...