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                                                                    EXHIBIT 10.7



                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

                  This FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is made effective
as of December 31, 1997, by and among Chester National Bank, a national bank,
Chester Bancorp, Inc., a Delaware corporation, and Michael W. Welge.

                  WHEREAS, the parties hereto previously entered into and
executed that certain Employment Agreement dated October 4, 1996 (the
"Employment Agreement"). Capitalized terms used herein and not otherwise defined
herein have the meanings given to such terms in the Employment Agreement;

                  WHEREAS, the parties to the Employment Agreement desire to
amend the Agreement to extend the term thereof for an additional year, as
contemplated by Section 2 of the Employment Agreement;

                  WHEREAS, the Board of Directors of the Bank has conducted a
formal performance evaluation of the Executive for purposes of determining
whether to extend the Employment Agreement, and has determined that such
Employment Agreement should be extended for an additional year.

                  NOW, THEREFORE, in consideration of the mutual covenants
contained herein and in the Employment Agreement, and upon the other terms and
conditions hereinafter provided, the parties hereto agree that the term of the
Employment Agreement is hereby extended until January 1, 2001, and all other
terms and provisions of the Employment Agreement shall remain in full force and
effect.

                  IN WITNESS WHEREOF, the parties hereto have executed this
First Amendment to Employment Agreement as of the 31st day of December, 1997.


CHESTER NATIONAL BANK                                CHESTER BANCORP, INC.


By: /s/ Edward K. Collins                            By: /s/ Edward K. Collins
   ------------------------                             -----------------------
Name: Edward K. Collins                              Name: Edward K. Collins
     ----------------------                               ---------------------
Title: Ex. Vice President                            Title: Secretary
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EXECUTIVE

/s/ Michael W. Welge
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    Michael W. Welge