Exhibit 10.10


 


FIRST AMENDMENT TO


SUPPLEMENTAL RETIREMENT AGREEMENT


FOR FREDERICK A. MARCELL, JR.


 


First Amendment, dated as of October 23, 2007 (the “Amendment”), to the
Supplemental Retirement Agreement, dated as of July 28, 1998 (the “SERP
Agreement”), by and between Willow Financial Bank (formerly known as Willow
Grove Bank) (the “Bank”) and Frederick A. Marcell, Jr. (the “Executive”). Capitalized
terms which are not defined herein shall have the same meaning as set forth in
the SERP Agreement.


 


W I T N E S S E T H:


 


WHEREAS, the Executive retired from the Bank in 2005 pursuant to a
Retirement and Severance Agreement by and among Willow Financial Bancorp, Inc.,
formerly known as Willow Grove Bancorp, Inc. (the “Company”), the Bank and the
Executive dated January 20, 2005 (the “Retirement Agreement’);


 


WHEREAS, the Executive retired as an employee on August 30, 2005, and
he continued to serve as a consultant to the Bank from the date of his
retirement through April 30, 2006;


 


WHEREAS, the Retirement Agreement provided that the Executive was fully
vested as to his benefits under the SERP Agreement and that such benefits would
commence on the first day of the month following his 68th birthday;


 


WHEREAS, the benefits under the SERP Agreement commenced on March 1,
2006, which was a specified date for purposes of complying with Section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”);


 


WHEREAS, the Executive is currently receiving a benefit under the SERP
Agreement in the amount of $100,000 per year payable in equal monthly
installments for a period of ten years (the “Annual Benefit”); and


 


WHEREAS, the Internal Revenue Service issued final regulations under
Section 409A of the Code in April 2007, and the SERP Agreement is required to
be amended to document its compliance with such regulations;


 


NOW, THEREFORE, in consideration of the premises, the Bank and the
Exercutive hereby amend the SERP Agreement as follows:


 


Section 1.               References
to the Bank. All references to Willow Grove Bank, including references to
the Bank or the Employer, in the SERP Agreement shall be deemed to be
references to Willow Financial Bank.


 


Section 2.               Amendment
to Section 1(a). Section 1(a) of the SERP Agreement is hereby amended to read
in its entirety as follows:


 

















 


“(a)         The Executive agrees to retire as President
and Chief Executive Officer of the Bank in 2005 when a new individual is hired
to fill such positions. The Executive shall be entitled to receive from the
Employer an annual supplemental retirement benefit (“Supplemental Retirement
Benefit”), payable in equal monthly installments for ten (10) years (i.e., ten
years certain and continuous), with the monthly installments to commence on the
first day of the month following the Executive’s sixty-eighth (68th)
birthday. The annual Supplemental Retirement Benefit shall be equal to 50% of
the Executive’s Average Annual Compensation, provided that in no event shall
the Supplemental Retirement Benefit exceed $100,000. The Executive shall be
fully vested as to his Supplemental Retirement Benefit as of January 20, 2005.”


 


Section 3. Amendment to Section 2(a). The first sentence of Section
2(a) of the SERP Agreement is hereby amended to read in its entirety as
follows:


 


“In the event that the Executive becomes
disabled within the meaning of Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”) while in the employ of the Employer, the
Executive shall be entitled to receive the Supplemental Retirement Benefit
payable in equal monthly installments beginning with the first day of the month
coinciding with or next following the disability of the Executive and
continuing thereafter for a period of ten (10) years.”


 


Section 4. Amendment to Section 3(a). Section 3(a) of the SERP
Agreement is hereby amended to read in its entirety as follows:


 


“If the Executive’s employment is terminated prior to his retirement for
any reason other than Cause (as defined in Section 3(b) below), the Executive’s
Supplemental Retirement Benefits shall be payable as set forth in Section 1(a)
above.”


 


Section 5. Effectiveness. This Amendment shall be deemed
effective as of January 20, 2005, as if executed on such date. Except as
expressly set forth herein, this Amendment shall not by implication or
otherwise alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the SERP
Agreement, all of which are ratified and affirmed in all respects and shall
continue in full force and effect and shall be otherwise unaffected.


 


Section 6. Governing Law. This Amendment and the rights and
obligations hereunder shall be governed by and construed in accordance with the
laws of the Commonwealth of Pennsylvania.


 


Section 7. Counterparts. This Amendment may be executed in any
number of counterparts, each of which shall for all purposes be deemed an
original, and all of which together shall constitute but one and the same
instrument.


 


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IN WITNESS WHEREOF, the Bank and the Executive have duly executed this
Amendment as of the day and year first written above.


 


	
   

  	
  WILLOW FINANCIAL BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donna M. Coughey

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Donna M. Coughey

  
	
   

  	
   

  	
  Title:

  	
   President and Chief Executive

  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Frederick A. Marcell, Jr.

  	
   

  
	
   

  	
   

  	
  Frederick A. Marcell, Jr.

  
					



 


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