Exhibit
10.11


 


WILLOW
FINANCIAL BANCORP, INC.


AMENDED AND RESTATED


2007 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


ARTICLE 1 — PURPOSE


 


THIS AMENDED AND RESTATED
2007 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (this “Plan”) is hereby adopted by
Willow Financial Bancorp, Inc. (the “Corporation”) as of October 23, 2007.


 


The purpose of the Plan is
to aid in retaining the services of a select group of officers and highly
compensated employees of the Corporation, its subsidiaries and any successors
thereto, and to motivate them to contribute to the growth and profits of the
Corporation. This Plan as amended and restated shall be effective as of July 1,
2007 (the “Effective Date”).


 


The Plan is intended to be an unfunded
plan qualifying as a “top hat” plan for purposes of Title I of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), and for purposes
of the Internal Revenue Code of 1986, as amended (the “Code”). The Plan as
originally adopted was effective as of April 1, 2006 (the “Prior Plan”). However,
the Corporation suspended the Prior Plan in 2006, and no benefits were accrued
under the Prior Plan for any periods prior to July 1, 2007. The Plan is being
amended and restated in order to make certain changes to the participants in
the Plan, to reduce the amount of benefits previously contemplated and to comply
with the requirements of Section 409A of the Code and the final regulations
issued by the Internal Revenue Service (the “IRS”).


 


ARTICLE 2
— DEFINITIONS


 


For purposes hereof,
unless otherwise clearly apparent from the context, the following terms shall
have the indicated meanings:


 


2.1.                              Additions: Interest on Annual Credits, compounded monthly at an
annualized rate of 5.5%. Additions shall be attributed to each Participant’s
Employer Credit Account from the date upon which the Employer Credit Account
first has a positive balance until the date upon which the Corporation
determines the final payment of benefits to a Participant or his Beneficiary
pursuant to Article 4. The Committee may elect to utilize a different interest
rate in future years in its discretion. 


 


2.2.                              Annual Credit: The amount the Corporation will credit
on behalf of a Participant in relation to his Base Credit and Performance-Based
Credit, as appropriate, for each year of his participation in the Plan.


 


2.3.                              Base Credit: The portion of the Annual Credit based
upon a Participant’s salary and years to Retirement from the Corporation. The
amount of the Base Credit and the date upon which it will be attributed to the
Employer Credit Account are specified in Schedule A. This amount may vary from
Participant to Participant and from year to year as determined by the Committee.
Furthermore, since the value of the Base Credit is predicated upon the value of
the Participant’s annual salary when he joined the Plan and


 

















 


adjusted by an assumed rate of inflation of 3.5
percent per year, the Committee may deem it appropriate to re-calculate the
benefit for one or more Participants if it deems, in its discretion, that the
Participant’s salary has been substantially modified.


 


2.4.                              Beneficiary: Any person or persons (including,
without limitation, the trustees of any testamentary or inter vivos trust), as
designated from time to time in writing pursuant to Article 5, to whom any
benefits may be payable upon the death of a Participant.


 


2.5.                              Cause: Behavior of a Participant which constitutes any of
the following:


 


a.               Willfully engaging in gross misconduct with regard to
the Corporation which is materially injurious to the Corporation,


 


b.              Gross negligence in the performance of the Participant’s
duties and responsibilities which is materially injurious to the Corporation,


 


c.               Refusal to follow proper and achievable written
direction of the Board of Directors, provided that this shall not be Cause if
the Participant in good faith believed the direction to be illegal, unethical
or immoral and so notifies the Board of Directors,


 


d.              Being convicted of (or pleading nolo contendere to) a
felony involving financial impropriety (or any other crime which would
materially interfere with his service),


 


e.               Willfully breaching any material obligations under any
agreement with the Corporation without proper justification,


 


f.                 Material fraud or dishonesty with regard to the
Corporation (other than good faith expense account disputes),


 


g.              Continuous and material refusal to attempt to perform
the Participant’s responsibilities and duties after written notice, and


 


h.              Entering into competition with the Corporation in any
line of business in which the Corporation was involved during the Participant’s
employment.


 


2.6.                              Change in Control:  Change
in Control shall mean a change in the ownership of the Corporation, a change in
the effective control of the Corporation or a change in the ownership of a
substantial portion of the assets of the Corporation, in each case as provided
under Section 409A of the Code and the regulations thereunder.


 


2.7.                              Committee: The Compensation Committee of the Board of Directors
of the Corporation, or such other persons as may be selected by the
Compensation Committee or the Board of Directors to administer the Plan. The
Committee may assign some of the routine administrative functions to any
department of the Corporation or another organization at its discretion.


 


2.8.                              Corporation: Willow Financial Bancorp, Inc.
(formerly known as Willow Grove Bancorp, Inc.), a Pennsylvania corporation, and
any successor thereof, including any


 


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affiliated company that adopts this Plan with the
consent of the Board of Directors of the Corporation.


 


2.9.                              Disability:  Disability
means the Participant (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (ii) is, by reason of any
medically determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period of not less
than 12 months, receiving income replacement benefits for a period of not less
than three months under an accident and health plan covering employees of the
Corporation.


 


2.10.                        Employer Credit Account: The sum of Annual Credits which are described
in Schedule A, attached hereto and incorporated herein by reference, and
attributable to a Participant plus Additions and less withdrawals and
distributions on such amounts. The Corporation shall maintain a bookkeeping
account to reflect and track each Participant’s Employer Credit Account, as
adjusted from time to time.


 


2.11.                        Participant: Any officer or highly compensated
employee of the Corporation designated by the Committee to be eligible for
participation in the Plan, who has executed an application for participation
pursuant to Section 3.1, and who is participating in this Plan from time to
time.


 


2.12.                        Performance-Based Credit: The portion of the Annual Credit based
upon the Corporation’s performance each year. The Committee will establish two
levels of performance objectives each year. If the performance objectives are
achieved, then the Participant will earn a Performance-Based Credit equal to
(a) 15% of the Participant’s base salary for the applicable year if the first
level of performance objectives is achieved, or (b) 30% of the Participant’s
base salary for the applicable year if the second level of performance
objectives is achieved. The performance objectives may vary from Participant to
Participant and from year to year as determined by the Committee. If earned,
the Performance-Based Credit will be attributed to the Employer Credit Account
of the applicable Participant no later than the 120th day following
the end of the Corporation’s applicable fiscal year.


 


2.13.                        Plan Year: January 1 through December 31, provided that the
first Plan Year shall be from the Effective Date through December 31, 2007.


 


2.14.                        Retirement: The attainment by a Participant of both age
sixty-two and five years of participation in the Plan. For the Participants listed
in Schedule A as of the Effective Date, the participation in the Plan shall
commence as of July 1, 2007.


 


2.15.                        Separation from Service: A “Separation from Service” shall mean
a termination of the Participant’s services (whether as an employee or as an
independent contractor) to the Corporation for reasons
other than death or Disability. Whether a Separation from Service has occurred
shall be determined in
accordance with the requirements of Section 409A of the Code based
on whether the facts and circumstances indicate that the


 


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Corporation and the Participant reasonably anticipated
that no further services would be performed after a certain date or that the
level of bona fide services the Participant would perform after such date
(whether as an employee or as an independent contractor) would permanently
decrease to no more than twenty percent (20%) of the average level of bona fide
services performed (whether as an employee or an independent contractor) over
the immediately preceding thirty-six (36) month period.


 


2.16.                        Specified Employee: 
A person
who is a specified employee as defined in the final regulations issued under
Section 409A of the Code.


 


ARTICLE
3 — DEFERRED COMPENSATION


 


3.1.                              Eligibility
and Participation: Eligibility to commence participation in this Plan shall
be restricted to those officers or highly compensated employees selected by the
Committee in its sole discretion who qualify as “select management or highly
compensated employees” as defined in Sections 201(2), 301(a)(3), and 401(a)(1)
of ERISA, provided, however, that any such person shall timely complete all
forms necessary for participation in the Plan under this Section.


 


Any individual so
selected shall first become a Participant in the Plan by filing with the
Corporation a written application for participation in a form satisfactory to
the Corporation, within thirty days of the date that he or she is first
eligible to participate in the Plan. If such application is not filed within
such thirty-day period, such individual shall not thereafter be permitted to
participate in the Plan until the next calendar year following the date upon
which he first became eligible to participate. Upon selecting an individual to
become a Participant in the Plan, the Committee shall notify the individual in
writing of the date of eligibility and shall provide the individual with a
written application for participation.


 


3.2.                              Termination
Event: A Participant shall continue to be eligible to participate in the
Plan until the earliest date on which any of the following events (“a
Termination Event”) occurs:


 


(a)                      There occurs
a Change in Control as defined in Section 2.6;


 


(b)                     There occurs
a Separation from Service as defined in Section 2.15;


 


(c)                      The Participant
dies;


 


(d)                     There occurs
a Disability as defined in Section 2.9; or


 


(e)                      The Plan is
terminated in accordance with Section 6.1(b) of the Plan.


 


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ARTICLE
4 — BENEFITS


 


4.1.                                   Benefit:
Should a Participant have a Termination Event, other than a Separation from
Service for Cause, he shall be entitled to receive a termination benefit which
shall be the vested portion of his or her Employer Credit Account (the “Termination
Benefit”).


 


4.2.                                   Cause:
Should a Participant have a Separation from Service for Cause, he shall forfeit
any Termination Benefit.


 


4.3.                                   Distribution
Options:


 


(a) General:  Pursuant to a Participant’s Termination
Benefit Election (as defined herein), the Termination Benefit attributable to
such Participant shall be paid either (i) in a lump sum, (ii) in five equal
annual installments, or (iii) in ten equal annual installments (each, a “Termination
Benefit Election”). If a Participant fails to make a Termination Benefit
Election, he shall receive his benefit in a lump sum.


 


(i)  Annual Installments:  Should annual installments be selected, the
first such payment shall be made on the sixtieth day following the Termination
Event; provided, however, that if the installments are to be paid to a Specified
Employee due to a Separation from Service, the first installment shall be
delayed until the first day of the month immediately following the lapse of six
months after the date of Separation from Service. Each payment thereafter shall
be made on the annual anniversary of the original payment date.


 


(ii)  Lump Sum Distribution: Should a lump
sum distribution be selected, the Termination Benefit shall be made on the
sixtieth day following the Termination Event; provided, however, that if the
lump sum is to be paid to a Specified Employee due to a Separation from
Service, the lump sum shall be delayed until the first day of the month
immediately following the lapse of six months after the date of Separation from
Service.


 


(b)           Prior
Elections. Any payment elections made by the Participant before the
Effective Date shall continue in effect until such time as the Participant
makes a subsequent payment election and such election becomes effective as set
forth below. If no prior payment election was made, then the current payment
election shall be deemed to be a lump sum payment.


 


(c)           Initial
Elections for New Participants. Any new Participant in the Plan may make a
Termination Benefit Election within thirty (30) days of first becoming eligible
to participate in the Plan. If no payment election is made within such time
period, then the payment election shall be deemed to be a lump sum payment.


 


(d)           Transitional
Elections Prior to 2009. On or before December 31, 2008, if the Participant
wishes to change his Termination Benefit Election, the Participant may do so by
completing a payment election form approved by the Corporation, provided that
any such election (i) must be made at least 12 months prior to the occurrence
of a Separation from Service or the Participant’s death or Disability, (ii) must be made at least 12 months


 


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before the date on which
benefit payments are scheduled to commence, (iii) does not cause a payment that
would otherwise be made in the year of the election to be delayed to a later
year, and (iv) does not accelerate into the year in which the election is made
a payment that is otherwise scheduled to be made in a later year.


 


(e)           Changes
in Payment Elections After 2008. On or after January 1, 2009, if a
Participant wishes to change his Termination Benefit Election, the Participant
may do so by completing a payment election form approved by the Corporation,
provided that any such election (i) must be made prior to the occurrence of a
Separation from Service or the Participant’s death or Disability, (ii) must be
made at least 12 months before the date on which any benefit payments as of a
fixed date or pursuant to a fixed schedule are scheduled to commence, (iii)
shall not take effect until at least 12 months after the date the election is
made and accepted by the Corporation, and (iv) for payments to be made other
than upon death, must provide an additional deferral period of at least five
years from the date such payment would otherwise have been made (or in the case
of any installment payments treated as a single payment, five years from the
date the first amount was scheduled to be paid). For purposes of this Agreement
and clause (iv) above, all installment payments under this Agreement shall be
treated as a single payment.


 


4.4.                                   Limited
Cashouts: Notwithstanding any Termination Benefit Election, if the
Termination Benefit is not greater than the applicable dollar amount under
Section 402(g)(1)(B) of the Code ($15,500 for 2007), then the Termination
Benefit shall be paid in a lump sum, provided that the lump sum payment results
in the termination and liquidation of the Participant’s entire interest under
the Plan, including all agreements, methods, programs or other arrangements
with respect to which deferrals of compensation are treated as having been
deferred under a single plan as provided under Section 1.409A-1(c)(2) of the
regulations issued by the IRS.


 


4.5.                                   Vesting:
Each Year’s Annual Credit and Additions will be subject to its own vesting schedule
and shall vest at a rate of 25% for each calendar year, commencing as of the
December 31st next following the date of the Annual Credit or Addition. For
example, Annual Credits attributed to a Participant’s Employer Credit Account as
of July 1, 2007 will be 25% vested on December 31, 2007, 50% vested on December
31, 2008, 75% percent vested on December 31, 2009 and 100% vested on December
31, 2010. If a Termination Event occurs, Participants will forfeit any unvested
benefits accrued as of the date of the applicable Termination Event, except
that all unvested benefits shall become fully vested if the Termination Event
is due to (i) a Change in Control, (ii) a Separation from Service due to
Retirement, (iii) death, or (iv) Disability. In the event the Plan is
terminated due to Section 6.1 hereof, no further vesting shall occur after the
date of termination of the Plan.


 


ARTICLE
5 — BENEFICIARY


 


5.1                                 Designation:
At the time participation in the Plan commences, or at any later date, each
Participant shall designate on a form satisfactory to the Corporation one or
more Beneficiaries to receive any benefits which may become payable hereunder
in the event


 


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of his death (Beneficiary Designation). A Participant
can change any such Beneficiary Designation at any time prior to his death upon
written notice to the Corporation.


 


5.2                                 Subsequent
Beneficiary Designations: If a Participant shall have made more than one
Beneficiary Designation, the Beneficiary Designation most recently filed with
the Corporation prior to the time of the Participant’s death shall govern.


 


5.3                                 No
Beneficiary Designation: If any amounts under the Plan become payable
following a Participant’s death at a time when no Beneficiary Designation is
applicable or when no Beneficiary is in existence, such payments shall be made
in a lump sum to such Participant’s surviving spouse, or if none, such amounts
shall be paid to such Participant’s estate.


 


ARTICLE
6 — MISCELLANEOUS


 


6.1           Amendment and Termination:


 


(a)  General.           The Corporation, acting through the
Committee, reserves the right to amend, in whole or in part, in writing, or to
terminate this Plan (including Schedule A hereto) at any time and in its sole
discretion, with or without notice; provided, however, that no such action
shall reduce the amount of a Participant’s vested Termination Benefit prior to
the date of any such amendment or termination. Upon termination of this Plan,
those Participants that are receiving Termination Benefits pursuant to the
provisions of Article 4 and those Beneficiaries receiving benefits pursuant to
the provisions of Article 5 shall continue to receive such benefits in
accordance with this Plan. The Participants who are not receiving Termination
Benefits will be entitled to receive only the vested portion of their Employer
Credit Account as calculated on the effective date of the Plan termination,
with such amount to be paid in accordance with this Plan. A termination of the
Plan will not be a distributable event, except in the three circumstances set
forth in Section 6.1(b) below.


 


(b)           Termination.          Under no circumstances may the Plan
permit the acceleration of the time or form of any payment under the Plan prior
to the payment events specified herein, except as provided in this Section 6.1(b).
The Corporation may, in its discretion, elect to terminate the Plan in any of
the following three circumstances and accelerate the payment of the entire
unpaid balance of each Participant’s vested benefits as of the date of such
payment in accordance with Section 409A of the Code:


 


(i)                                     the
Plan is irrevocably terminated within 30 days preceding a Change in Control and
(1) all arrangements sponsored by Willow Financial Bank (the “Bank”) and/or the
Corporation that would be aggregated with the Plan under Treasury Regulation
§1.409A-1(c)(2) are terminated, and (2) each Participant and all participants
under the other aggregated arrangements receive all of their benefits under the
terminated arrangements within 12 months of the date the Corporation
irrevocably takes all necessary action to terminate the Plan and the other
aggregated arrangements,


 


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(ii)                                  the
Plan is irrevocably terminated at a time that is not proximate to a downturn in
the financial health of the Bank and/or the Corporation and (1) all
arrangements sponsored by the Bank and/or the Corporation that would be
aggregated with the Plan under Treasury Regulation ‘1.409A-1(c) if a
Participant had deferrals of compensation under such arrangements are
terminated, (2) no payments are made within 12 months of the date the
Corporation takes all necessary action to irrevocably terminate the
arrangements, other than payments that would be payable under the terms of the
arrangements if the termination had not occurred; (3) all payments are made
within 24 months of the date the Bank and/or the Corporation take all necessary
action to irrevocably terminate the arrangements; and (4) neither the Bank nor
the Corporation adopts a new arrangement that would be aggregated with the Plan
or any terminated arrangement under Treasury Regulation ‘1.409A-1(c) if a
Participant participated in both arrangements, at any time within three years
following the date the Bank and/or the Corporation take all necessary action to
irrevocably terminate the Plan or aggregated arrangement, or


 


(iii)                               the
Plan is terminated within 12 months of a corporate dissolution taxed under
Section 331 of the Code, or with the approval of a bankruptcy court pursuant to
11 U.S.C. §503(b)(1)(A), provided that the amounts deferred by each Participant
under the Plan are included in the Participant’s gross income in the later of
(1) the calendar year in which the termination of the Plan occurs, (2) the
first calendar year in which the amount is no longer subject to a substantial
risk of forfeiture, or (3) the first calendar year in which the payment is
administratively practicable.


 


6.2                                 Insurance:
The Corporation may purchase one or more insurance policies on the life of a
Participant, as a means of providing, in whole or in part, for the payment of
benefits hereunder. However, in such event neither such Participant, his
designated Beneficiary, nor any other beneficiary shall have any rights
whatsoever therein or in the proceeds therefrom. The Corporation (or any “rabbi
trust” (as described in Section 6.6) formed in connection with the Plan) shall
be the sole owner and beneficiary of any such insurance policy and shall
possess and may exercise all incidents of ownership therein. No such policy,
policies or other property shall be held in any trust for a Participant or any
other person or as collateral security for any obligation of the Corporation
hereunder. This Plan shall under no circumstances be deemed to constitute a
contract of insurance.


 


6.3                                 No
Contract of Employment: The Plan shall under no circumstance be deemed to
have any effect upon the terms or conditions of employment of any employee of
the Corporation whether or not he is a Participant hereunder. Neither the
offering of the Plan, the payment of any expenses, costs or benefit amounts
associated with the Plan, nor any documents published in connection with the
Plan shall be construed as having created a contract of employment between a
Participant and the Corporation, nor shall


 


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any of such actions or
documents affect any right that the Corporation may have to terminate the
service of such person at will.


 


6.4                                 Benefits
not Transferable: Benefits under this Plan shall not be subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge or
encumbrance by any Participant or Beneficiary, and any attempt to do so shall
be null and void. Benefits under this Plan shall not be subject to or liable
for the debts, contracts, liabilities, engagements or torts of any Participant
or any Beneficiary, nor may the same be subject to attachment or seizure by any
creditor of any Participant or any Beneficiary under any circumstances.


 


6.5           Determination of Benefits:


 


(a)                                  General. The Committee may require any person claiming
benefits under the Plan (“Claimant”) to submit an application therefor in
writing to the Claims Administrator or to any officer of the Corporation,
together with such other documents and information as the Committee may
require.


 


(b)                                 Claims. Claims for benefits, benefit determinations, appeals
and reviews of any adverse benefit determination and all associated
notifications shall, at a minimum, comply with Section 503 of ERISA and the
applicable provisions of 29 C.F.R. § 2560.503-1 (“ERISA Regulations”).


 


(c)                                  Claims Administrator. The Claims Administrator shall be
designated by the Committee. The Committee reserves the right to change the
Claims Administrator from time to time and to designate a special Claims
Administrator when deemed necessary to avoid a conflict of interest.


 


(d)                                 Notification of Benefit Determination. The Claims Administrator will notify
the Claimant of a benefit determination in writing within a reasonable time. Notification
that a claim is wholly or partially denied will normally be given no later than
90 days after receipt of the claim. The notice shall (1) specify the reasons
for the adverse decision, (2) refer to the specific provisions of the Plan on
which the decision is based, (3) describe any additional material necessary to
complete the claim and the reasons that such material is necessary, (4)
describe the appeal and review procedures and the applicable time limits, and
(5) inform the claimant of the right to bring a civil action following review. Should
special circumstances require an extension of time for processing the claim,
written notice of the extension shall be furnished to the Claimant prior to the
expiration of the initial ninety-day period. The notice shall indicate the
special circumstances requiring an extension of time and the date by which a
final decision is expected to be rendered. In no event shall the period of the
extension exceed ninety days from the end of the initial ninety-day period. Claims
not acted upon within the time prescribed herein shall be deemed denied for
purposes of proceeding to the review stage.


 


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(e)                                  Review. A Claimant is entitled to have an adverse benefit
determination reviewed by the Committee (the “Named Fiduciary”). The request
for review must be in writing and filed with the Claims Administrator no later
than 60 days following the Claimant’s receipt of the adverse determination. The
Claimant may submit written comments and other information and documents
relating to the claim, and have reasonable access to and receive copies of all
documents and information relevant to the claim. The Claimant may request a
hearing. The Claims Administrator will promptly forward the request for review
and the claim file to the Named Fiduciary. The decision of the Named Fiduciary
shall be made promptly, and not later than sixty days after the Named Fiduciary’s
receipt of a request for review, unless special circumstances require an
extension of time for processing. In such a case, a decision shall be rendered
as soon as possible, but not later than one hundred twenty days after receipt
of the request for review.


 


(f)                                    Named Fiduciary. The Named Fiduciary shall not be the
Claims Administrator nor subordinate to the Claims Administrator. The Board of
Directors reserves the right to change the Named Fiduciary from time to time,
and to designate a special Named Fiduciary for appeals when deemed necessary.


 


(g)                                 Review Procedure. The Named Fiduciary has the discretion
to decide all questions regarding relevance and reasonable access. In addition,
the Named Fiduciary has the discretion as to whether a hearing shall be held. The
Named Fiduciary will afford no deference to the Claims Administrator’s
decision, and will ensure a full and fair review de novo.


 


(h)                                 Notification of Benefit Determination on
Review. The Named
Fiduciary’s decision will be in writing and sent to the Claims Administrator.
The Claims Administrator will then notify the Claimant either by hand delivery
or by first class mail within a reasonable time, and normally not later than 60
days after receipt of the claim for review. If the Named Fiduciary issues an
adverse benefit decision to the Participant or his Beneficiary, the decision
shall (1) specify the reasons for the decision, (2) refer to specific Plan
provisions on which the decision was based, (3) inform the Claimant of the
right to review all information reviewed by the Named Fiduciary, even
information not relied on in making the decision, and (4) inform the Claimant
of the right to bring a civil action.


 


(i)                                     Exhaustion of Remedies. No legal action for benefits under the
Plan may be brought unless and until the Claimant has exhausted his remedies
under this Section 6.5.


 


6.6                                 No
Trust:  No action by the Corporation
or its Board of Directors under this Plan shall be construed as creating a
trust, escrow or other secured or segregated fund or other fiduciary
relationship of any kind in favor of any Participant or Beneficiary or any
other persons otherwise entitled to benefits under the Plan. The status of each
Participant and any Beneficiary with respect to any liabilities assumed by the
Corporation hereunder shall be solely that of unsecured creditors of the
Corporation. The Plan constitutes a


 


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mere promise by the
Corporation to make benefit payments in the future. Any insurance policy or any
other asset acquired or held by the Corporation in connection with liabilities
assumed by it hereunder shall not be deemed to be held under any trust, escrow
or other secured or segregated fund or other fiduciary relationship of any kind
for the benefit of a Participant or Beneficiary or to be security for the
performance of the obligations of the Corporation, but shall be and remain a
general, unpledged, unrestricted asset of the Corporation at all times subject
to the claims of general creditors of the Corporation. Notwithstanding the
foregoing, the Corporation may transfer assets, including any insurance
policies, to a grantor trust of the type known as a “rabbi trust” with the
Corporation as grantor and owner of such trust, provided that the terms of such
trust comply with Section 409A of the Code.


 


6.7                                 Plan
Administration: The Plan shall be administered by the Committee. The
Committee shall have the exclusive authority, sole discretion and
responsibility for all matters in connection with the operation and
administration of the Plan. The Committee’s powers and duties shall include,
but not be limited to, the following: (a) responsibility for the compilation
and maintenance of all records necessary in connection with the Plan; (b)
authorizing the payment of all benefits under and expenses of the Plan; (c)
authority to engage such legal, accounting and other professional services as
it may deem proper; (d) discretionary authority to interpret the Plan; and (e)
discretionary authority to determine eligibility for benefits under the Plan
and to resolve all issues of fact and law in connection with such determination.
Decisions by the Committee shall be final and binding upon all parties.


 


The Committee, from time
to time, may allocate to other persons or organizations any of its rights,
powers, and duties with respect to the operation and administration of the Plan.
Any such allocation shall be reviewed from time to time by the Committee;
shall, unless the Committee specifies otherwise, carry such discretionary
authority as the Committee possesses regarding the matter; and shall be
terminable upon such notice as the Committee, in its sole discretion, deems
reasonable and prudent under the circumstances.


 


6.8                                 Satisfaction
of Claims: Any payment to a Participant or Beneficiary or the legal
representative of either, in accordance with the terms of this Plan shall to
the extent thereof be in full satisfaction of all claims such person may have
against the Corporation. The Corporation may require such payee, as a condition
to such payment, to execute a receipt and release therefore in such form as
shall be determined by the Corporation.


 


6.9                                 Governing
Law: The Plan shall be construed, administered, and governed in all
respects in accordance with ERISA and, to the extent not preempted by ERISA,
the laws of the Commonwealth of Pennsylvania without regard to applicable
conflicts of law or choice of law principles. By electing to participate in the
Plan, each Participant on behalf of himself and his beneficiaries irrevocably
and unconditionally (a) submits to the exclusive personal jurisdiction of the
United States federal courts and the Commonwealth of Pennsylvania state courts
located in Montgomery County, Pennsylvania (“Pennsylvania Courts”) with respect
to any lawsuit, claim or cause of action arising under or with respect to this
Plan; (b) agrees that the Pennsylvania Courts shall have exclusive subject


 


11

















 


matter jurisdiction over
any such lawsuit, claim or cause of action; (c) agrees that venue with respect
to any such lawsuit, claim or cause of action is proper and most convenient in
such Pennsylvania Courts; and (d) agrees not to assert or raise any objection
to jurisdiction or venue in the Pennsylvania Courts. BY ELECTING TO PARTICIPATE
IN THE PLAN, EACH PARTICIPANT, ON BEHALF OF HIMSELF AND HIS BENEFICIARIES,
IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY AND ALL ACTIONS OR
PROCEEDINGS BROUGHT WITH RESPECT TO ANY PROVISION OF THIS PLAN AND/OR WITH
RESPECT TO ANY CLAIMS ARISING OUT OF, OR RELATED TO, THIS PLAN, to the extent
not preempted by ERISA.


 


6.10                           Gender
and Number:  Words used herein in the
masculine, feminine or neuter gender shall be construed as though they were
also used in another gender in all cases where they would so apply. Words used
herein in the singular or plural form shall be construed as though they were
also used in the other form in all cases where they would so apply.


 


6.11                           Severability:
In the event that a court of competent jurisdiction determines that any
provision of the Plan is in violation of any statute or public policy, only
those provisions of the Plan that violate such statute or public policy shall
be stricken. All provisions of the Plan that do not violate any statute or
public policy shall continue in full force and effect. Further, any court order
striking any provision of the Plan shall modify the stricken terms as narrowly
as possible to give as much effect as possible to the intentions of the
Corporation in establishing the Plan.


 


6.12                           Indemnification:
The Corporation agrees to and shall indemnify and hold harmless each
Indemnified Person (as hereinafter defined), to the full extent permitted by
law and the Corporation’s Articles of Incorporation and Bylaws, from and
against all claims, losses, damages, causes of action, suits, and liability of
every kind, including all expenses of litigation, court costs and reasonable
attorney’s fees and expenses, incurred in connection with the Plan. “Indemnified
Person” shall mean each director, officer, Committee member, Claims
Administrator or employee of the Corporation acting as a fiduciary of the Plan.


 


6.13                           Expenses:
The expenses of administering the Plan and any grantor trust described in
Section 6.6 shall be borne by the Corporation.


 


6.14                           Successors
and Assigns: This Plan shall be binding on and inure to the benefit of the
Corporation and the Participants and their Beneficiaries, and their respective
heirs and assigns.


 


6.15                           Captions.
The captions of this Plan are descriptive only and do not affect the intent or
interpretation of the Plan.


 


6.16                           Notices.
Any notice required or permitted to be given hereunder shall be in writing sent
by either personal delivery, overnight delivery, or United Sates registered or
certified mail, return receipt requested, all of which shall be properly
addressed with postage or


 


12

















 


delivery charges prepaid,
to the Committee or Participant at their respective addresses described below,
or at such other addresses as either the Corporation or Participant may
hereafter designate to the other in writing:


 


	
  To the Committee:

  	
   

  	
  Compensation Committee
  of the Board of Directors

  
	
   

  	
   

  	
  Willow Financial
  Bancorp, Inc.

  	
   

  	
   

  
	
   

  	
   

  	
  170 South Warner Road

  	
   

  	
   

  
	
   

  	
   

  	
  Wayne, Pennsylvania
  19087

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Re:

  	
  Willow Financial
  Bancorp, Inc. Amended

  
	
   

  	
   

  	
   

  	
   

  	
  and Restated 2007
  Supplemental Executive Retirement

  
	
   

  	
   

  	
   

  	
   

  	
  Plan

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  To any Participant:

  	
   

  	
  To the Participant’s
  last known address as shown in the

  
	
   

  	
   

  	
  Corporation’s Human
  Resource Department records

  
							



 


Notices sent by personal delivery shall be deemed
given upon actual receipt. Notices sent by overnight delivery shall be deemed
given on the next business day. Notices sent via United States registered or
certified mail shall be deemed given two business days from mailing.


 


ACKNOWLEDGED:


 


Willow Financial Bancorp,
Inc.


 


 


	
  /s/ Donna M. Coughey

  	
   

  	
  October 23, 2007

  	
   

  
	
  By

  	
   

  	
  Date

  



 


 


 


13

















 


 


Schedule A


 




	
  Name:

  	
   

  	
  Donna
  Coughey

  
	
  Date of Birth:

  	
   

  	
  3/15/1950

  
	
  Starting Salary:

  	
   

  	
  $350,000

  
	
  Retirement Age:

  	
   

  	
  62

  
	
  Annual Credit Date:

  	
   

  	
  July
  1

  
	
  Estimated Annual Retirement
  Benefit:

  	
   

  	
  $118,499

  






 




	
  Year

  	
   

  	
  Annual Credit

  	
   

  
	
  2007

  	
   

  	
  144,202

  	
   

  
	
  2008

  	
   

  	
  152,133

  	
   

  
	
  2009

  	
   

  	
  160,500

  	
   

  
	
  2010

  	
   

  	
  169,328

  	
   

  
	
  2011

  	
   

  	
  178,641

  	
   

  






 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


The Annual Credit is described in the Willow
Financial Bancorp, Inc. Supplemental Retirement Plan document.  The estimated annual retirement benefit is
based upon continued employment with the Corporation until Retirement.  The actual benefit amount will vary depending
upon date of Termination of Service, vesting schedule, and other factors.


 


 


 


1

















 


 


Schedule
A


 




	
  Name:

  	
   

  	
  Joseph Crowley

  	
   

  
	
  Date of Birth:

  	
   

  	
  3/29/1962

  	
   

  
	
  Starting Salary:

  	
   

  	
  $222,000

  	
   

  
	
  Retirement Age:

  	
   

  	
  62

  	
   

  
	
  Annual Credit Date:

  	
   

  	
  July 1

  	
   

  
	
  Estimated Annual Retirement Benefit:

  	
   

  	
  $112,273

  	
   

  






 




	
  Year

  	
   

  	
  Annual Credit

  	
   

  
	
  2007

  	
   

  	
  21,950

  	
   

  
	
  2008

  	
   

  	
  23,158

  	
   

  
	
  2009

  	
   

  	
  24,431

  	
   

  
	
  2010

  	
   

  	
  25,775

  	
   

  
	
  2011

  	
   

  	
  27,193

  	
   

  
	
  2012

  	
   

  	
  28,688

  	
   

  
	
  2013

  	
   

  	
  30,266

  	
   

  
	
  2014

  	
   

  	
  31,931

  	
   

  
	
  2015

  	
   

  	
  33,687

  	
   

  
	
  2016

  	
   

  	
  35,540

  	
   

  
	
  2017

  	
   

  	
  37,494

  	
   

  
	
  2018

  	
   

  	
  39,557

  	
   

  
	
  2019

  	
   

  	
  41,732

  	
   

  
	
  2020

  	
   

  	
  44,027

  	
   

  
	
  2021

  	
   

  	
  46,449

  	
   

  
	
  2022

  	
   

  	
  49,004

  	
   

  
	
  2023

  	
   

  	
  34,395

  	
   

  






 


 


 


 


 


 


 


 


 


 


 


 


 


 


The Annual Credit is described in the Willow
Financial Bancorp, Inc. Supplemental Retirement Plan document.  The estimated annual retirement benefit is
based upon continued employment with the Corporation until Retirement.  The actual benefit amount will vary depending
upon date of Termination of Service, vesting schedule, and other factors.


 


 


 


2

















 


 


Schedule
A


 




	
  Name:

  	
   

  	
  Allen Wagner

  	
   

  
	
  Date of Birth:

  	
   

  	
  9/19/1950

  	
   

  
	
  Starting Salary:

  	
   

  	
  $162,660

  	
   

  
	
  Retirement Age:

  	
   

  	
  62

  	
   

  
	
  Annual Credit Date:

  	
   

  	
  July 1

  	
   

  
	
  Estimated Annual Retirement Benefit:

  	
   

  	
  $57,326

  	
   

  






 




	
  Year

  	
   

  	
  Annual Credit

  	
   

  
	
  2007

  	
   

  	
  66,870

  	
   

  
	
  2008

  	
   

  	
  70,548

  	
   

  
	
  2009

  	
   

  	
  74,428

  	
   

  
	
  2010

  	
   

  	
  78,522

  	
   

  
	
  2011

  	
   

  	
  82,841

  	
   

  
	
  2012

  	
   

  	
  14,776

  	
   

  






 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


The Annual Credit is described in the Willow
Financial Bancorp, Inc. Supplemental Retirement Plan document.  The estimated annual retirement benefit is
based upon continued employment with the Corporation until Retirement.  The actual benefit amount will vary depending
upon date of Termination of Service, vesting schedule, and other factors.


 


 


3

















 


Schedule
A


 




	
  Name:

  	
   

  	
  Ammon Baus

  	
   

  
	
  Date of Birth:

  	
   

  	
  5/31/1949

  	
   

  
	
  Starting Salary:

  	
   

  	
  $190,000

  	
   

  
	
  Retirement Age:

  	
   

  	
  63

  	
   

  
	
  Annual Credit Date:

  	
   

  	
  July 1

  	
   

  
	
  Estimated Annual Retirement Benefit:

  	
   

  	
  $62,153

  	
   

  






 




	
  Year

  	
   

  	
  Annual Credit

  	
   

  
	
  2007

  	
   

  	
  75,647

  	
   

  
	
  2008

  	
   

  	
  79,808

  	
   

  
	
  2009

  	
   

  	
  84,197

  	
   

  
	
  2010

  	
   

  	
  88,828

  	
   

  
	
  2011

  	
   

  	
  93,649

  	
   

  






 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


The Annual Credit is described in the Willow
Financial Bancorp, Inc. Supplemental Retirement Plan document.  The estimated annual retirement benefit is
based upon continued employment with the Corporation until Retirement.  The actual benefit amount will vary depending
upon date of Termination of Service, vesting schedule, and other factors.


 


 


4

















 


 


Schedule
A


 




	
  Name:

  	
   

  	
  Matthew
  Kelly

  	
   

  
	
  Date of Birth:

  	
   

  	
  7/31/1963

  	
   

  
	
  Starting Salary:

  	
   

  	
  $181,330

  	
   

  
	
  Retirement Age:

  	
   

  	
  62

  	
   

  
	
  Annual Credit Date:

  	
   

  	
  July
  1

  	
   

  
	
  Estimated Annual Retirement
  Benefit:

  	
   

  	
  $99,376

  	
   

  






 




	
  Year

  	
   

  	
  Annual Credit

  	
   

  
	
  2007

  	
   

  	
  15,042

  	
   

  
	
  2008

  	
   

  	
  15,870

  	
   

  
	
  2009

  	
   

  	
  16,742

  	
   

  
	
  2010

  	
   

  	
  17,663

  	
   

  
	
  2011

  	
   

  	
  18,635

  	
   

  
	
  2012

  	
   

  	
  19,660

  	
   

  
	
  2013

  	
   

  	
  20,741

  	
   

  
	
  2014

  	
   

  	
  21,882

  	
   

  
	
  2015

  	
   

  	
  23,085

  	
   

  
	
  2016

  	
   

  	
  24,355

  	
   

  
	
  2017

  	
   

  	
  25,694

  	
   

  
	
  2018

  	
   

  	
  27,108

  	
   

  
	
  2019

  	
   

  	
  28,599

  	
   

  
	
  2020

  	
   

  	
  30,171

  	
   

  
	
  2021

  	
   

  	
  31,831

  	
   

  
	
  2022

  	
   

  	
  33,582

  	
   

  
	
  2023

  	
   

  	
  35,429

  	
   

  
	
  2024

  	
   

  	
  37,377

  	
   

  
	
  2025

  	
   

  	
  39,352

  	
   

  






 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


The Annual Credit is described in the Willow
Financial Bancorp, Inc. Supplemental Retirement Plan document.  The estimated annual retirement benefit is
based upon continued employment with the Corporation until Retirement.  The actual benefit amount will vary depending
upon date of Termination of Service, vesting schedule, and other factors.


 


 


 


5

















 


Schedule
A


 




	
  Name:

  	
   

  	
  Christopher
  Blakely

  	
   

  
	
  Date of Birth:

  	
   

  	
  4/4/1964

  	
   

  
	
  Starting Salary:

  	
   

  	
  $129,688

  	
   

  
	
  Retirement Age:

  	
   

  	
  62

  	
   

  
	
  Annual Credit Date:

  	
   

  	
  July
  1

  	
   

  
	
  Estimated Annual Retirement
  Benefit:

  	
   

  	
  $70,473

  	
   

  






 




	
  Year

  	
   

  	
  Annual Credit

  	
   

  
	
  2007

  	
   

  	
  10,953

  	
   

  
	
  2008

  	
   

  	
  11,555

  	
   

  
	
  2009

  	
   

  	
  12,191

  	
   

  
	
  2010

  	
   

  	
  12,861

  	
   

  
	
  2011

  	
   

  	
  13,568

  	
   

  
	
  2012

  	
   

  	
  14,315

  	
   

  
	
  2013

  	
   

  	
  15,102

  	
   

  
	
  2014

  	
   

  	
  15,933

  	
   

  
	
  2015

  	
   

  	
  16,809

  	
   

  
	
  2016

  	
   

  	
  17,733

  	
   

  
	
  2017

  	
   

  	
  18,709

  	
   

  
	
  2018

  	
   

  	
  19,738

  	
   

  
	
  2019

  	
   

  	
  20,823

  	
   

  
	
  2020

  	
   

  	
  21,969

  	
   

  
	
  2021

  	
   

  	
  23,177

  	
   

  
	
  2022

  	
   

  	
  24,452

  	
   

  
	
  2023

  	
   

  	
  25,796

  	
   

  
	
  2024

  	
   

  	
  27,215

  	
   

  
	
  2025

  	
   

  	
  21,500

  	
   

  






 


 


 


 


 


 


 


 


 


 


 


 


 


The Annual Credit is described in the Willow
Financial Bancorp, Inc. Supplemental Retirement Plan document.  The estimated annual retirement benefit is
based upon continued employment with the Corporation until Retirement.  The actual benefit amount will vary depending
upon date of Termination of Service, vesting schedule, and other factors.


 


 


 


6

















 


 


Schedule
A


 




	
  Name:

  	
   

  	
  Tom Saunders

  	
   

  
	
  Date
  of Birth:

  	
   

  	
  2/1/1961

  	
   

  
	
  Starting
  Salary:

  	
   

  	
  $200,000

  	
   

  
	
  Retirement
  Age:

  	
   

  	
  62

  	
   

  
	
  Annual
  Credit Date:

  	
   

  	
  July 1

  	
   

  
	
  Estimated
  Annual Retirement Benefit:

  	
   

  	
  $97,443

  	
   

  






 




	
  Year

  	
   

  	
  Annual Credit

  	
   

  
	
  2007

  	
   

  	
  21,581

  	
   

  
	
  2008

  	
   

  	
  22,767

  	
   

  
	
  2009

  	
   

  	
  24,020

  	
   

  
	
  2010

  	
   

  	
  25,341

  	
   

  
	
  2011

  	
   

  	
  26,734

  	
   

  
	
  2012

  	
   

  	
  28,205

  	
   

  
	
  2013

  	
   

  	
  29,756

  	
   

  
	
  2014

  	
   

  	
  31,393

  	
   

  
	
  2015

  	
   

  	
  33,119

  	
   

  
	
  2016

  	
   

  	
  34,941

  	
   

  
	
  2017

  	
   

  	
  36,863

  	
   

  
	
  2018

  	
   

  	
  38,890

  	
   

  
	
  2019

  	
   

  	
  41,029

  	
   

  
	
  2020

  	
   

  	
  43,286

  	
   

  
	
  2021

  	
   

  	
  45,666

  	
   

  
	
  2022

  	
   

  	
  28,260

  	
   

  






 


 


 


 


 


 


 


 


 


 


 


 


 


 


The Annual Credit is described in the Willow
Financial Bancorp, Inc. Supplemental Retirement Plan document.  The estimated annual retirement benefit is
based upon continued employment with the Corporation until Retirement.  The actual benefit amount will vary depending
upon date of Termination of Service, vesting schedule, and other factors.


 


 


 


7