EXHIBIT 10.2

                                                                February 4, 1997

ML Bancorp, Inc.
Two Aldwyn Center
Villanova, PA 19085

Gentlemen:

     The undersigned  understands that ML Bancorp,  Inc. ("Bancorp") is about to
enter  into an  Agreement  and Plan of  Merger  (the  "Merger  Agreement")  with
Penncore  Financial  Services  Corporation  ("Penncore").  The Merger  Agreement
provides  for the  merger  of  Penncore  into  Bancorp  (the  "Merger")  and the
conversion of  outstanding  shares of Penncore  Common Stock into Bancorp Common
Stock and cash in accordance with the formula therein set forth.

     In  order to  induce  Bancorp  to enter  into  the  Merger  Agreement,  and
intending to be legally bound hereby, the undersigned  represents,  warrants and
agrees that at the Penncore Shareholders' Meeting contemplated by Section 4.3 of
the Agreement  and Plan of Merger and any  adjournment  thereof the  undersigned
will,  in person or by proxy,  vote or cause to be voted in favor of the  Merger
Agreement and the Merger the shares of Penncore Common Stock  beneficially owned
by  the  undersigned  individually  or,  to  the  extent  of  the  undersigned's
proportionate  voting interest,  jointly with other persons,  as well as (to the
extent of the undersigned's  proportionate  voting interest) any other shares of
Penncore  Common  Stock  over  which  the  undersigned  may  hereafter   acquire
beneficial ownership in such capacities (collectively, the "Shares"). Subject to
the final  paragraph of this agreement,  the undersigned  further agrees that he
will use his best  efforts to cause any other  shares of Penncore  Common  Stock
over  which he has or  shares  voting  power to be voted in favor of the  Merger
Agreement and the Merger.

     The  undersigned  further  represents,  warrants  and agrees that until the
earlier of (i) the  consummation  of the Merger or (ii) the  termination  of the
Merger  Agreement  in  accordance  with its  terms,  the  undersigned  will not,
directly or indirectly:

          (a) vote any of the Shares, or cause or permit any of the Shares to be
     voted,  in favor of any other merger,  consolidation,  plan of liquidation,
     sale of assets, reclassification or other transaction involving Penncore or
     its subsidiary  Commonwealth State Bank  ("Commonwealth")  which would have
     the effect of any  person  other than  Bancorp  or an  affiliate  acquiring
     control over Penncore, Commonwealth or any substantial







     portion of the assets of Penncore or Commonwealth (as used herein, the term
     "control"  means (1) the ability to direct the voting of 10% or more of the
     outstanding  voting  securities of a person having ordinary voting power in
     the  election  of  directors  or in the  election  of any other body having
     similar  functions or (2) the ability to direct the management and policies
     of a person, whether through ownership of securities, through any contract,
     arrangement or understanding or otherwise); or

          (b) sell or otherwise  transfer any of the Shares,  or cause or permit
     any of the Shares to be sold or otherwise  transferred  (i) pursuant to any
     tender offer,  exchange offer or similar  proposal made by any person other
     than Bancorp or an affiliate,  (ii) to any person seeking to obtain control
     of  Penncore,  Commonwealth  or any  substantial  portion  of the assets of
     Penncore or  Commonwealth  or to any other person (other than Bancorp or an
     affiliate) under  circumstances  where such sale or transfer may reasonably
     be expected to assist a person  seeking to obtain such control or (iii) for
     the principal  purpose of avoiding the obligations of the undersigned under
     this agreement.

     It is  understood  and agreed  that this  agreement  relates  solely to the
capacity of the  undersigned as a shareholder or other  beneficial  owner of the
Shares and is not in any way intended to affect the exercise by the  undersigned
of the  undersigned's  responsibilities  as a director or officer of Penncore or
Commonwealth.  It is further  understood and agreed that the term "Shares" shall
not include any securities beneficially owned by the undersigned as a trustee or
fiduciary,  and that this  agreement  is not in any way  intended  to affect the
exercise by the undersigned of the  undersigned's  fiduciary  responsibility  in
respect of any such securities.

                                        Very truly yours,

                                        /s/ Owen O. Freeman, Jr.


Accepted and Agreed to:
ML BANCORP, INC.

By: /s/________________________

Title: President/CEO




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