Exhibit 10.3
                                                                 ____________


                             AMENDMENT NUMBER 1
                                   to the
                            EMPLOYMENT AGREEMENT
                                  Between
                             WILLOW GROVE BANK
                                    And
                            CHRISTOPHER E. BELL

     WHEREAS, the parties hereto, Willow Grove Bank, a federally chartered
savings bank (the "Bank" or the "Employer"), and Christopher E. Bell (the
"Employee") entered into an Agreement dated May 1, 2004 relating to the terms
of the Employee's employment with the Bank (referred to hereinafter as the
"Agreement"); and

     WHEREAS, in accordance with the terms of Section 11 of the Agreement, the
parties wish to amend the Agreement in order to, among other things, reflect
certain changes in the duties to be performed by the Employee.

     NOW, THEREFORE, in consideration of the mutual covenants herein set forth,
the Employer and Employee do hereby agree to amend the Agreement as follows:


     1.   Section 1(j) is amended and restated in its entirety to read as
follows:

               "(j) Notice of Termination.  Any purported termination of the
               Executive's employment by the Employer for any reason,
               including without limitation for Cause, Disability or Retirement,
               or by the Executive for any reason shall be communicated by
               written "Notice of Termination" to the other party hereto.  For
               purposes of this Agreement, a "Notice of Termination" shall mean
               a dated notice which (i) indicates the specific termination
               provision in this Agreement relied upon, (ii) sets forth in
               reasonable detail the facts and circumstances claimed to provide
               a basis for termination of the Executive's employment under the
               provision so indicated, (iii) specifies a Date of Termination,
               which in the case of the Employer's termination of the
               Executive's employment for Cause, shall be effective
               immediately; and (iv) is given in the manner specified in
               Section 10 hereof."

     2.   Section 2(a) of the Agreement is amended and restated in its entirety
to read as follows:

               "(a) The Employee agrees to render services to the Employer on
               the terms and conditions set forth herein.  From the date of
               this Amendment No. 1 until approximately February 1, 2006, the
               Employee agrees to continue to assist in the Bank's Accounting
               Department with such duties as are reasonably assigned by the
               Bank's President or Chief Financial Officer.  On or about
               February 1, 2006, Employee shall commence training as a
               commercial loan credit analyst and at such time thereafter as


               deemed appropriate by the Bank's President or Chief Lending and
               Sales Officer, the Employee shall serve as a commercial loan
               Relationship Manager.

                    The parties hereto agree that the term of the Agreement,
               as amended by this Amendment No. 1, shall terminate as of
               November 30, 2006 (the "Term-End Date") and that the Agreement,
               as amended hereby, shall not be extended to any date beyond
               the Term-End Date."

     3.   Section 2(b) of the Agreement is hereby deleted.

     4.   The Employee shall continue to receive his Base Salary as of December
31, 2005 (payable bi-weekly payments) for his services during the term hereof.

     5.   Section 3(b) and 3(c) of the Agreement are hereby deleted.  The
parties agree that the Employee shall be entitled to continue to participate
in the benefit plans generally offered by the Bank to similarly situated
employees.

     6.   Section 5(b) of the Agreement is amended and restated in its entirety
to read as follows:

               "(b) In the event the Employee's employment is terminated by the
               Employer for Cause, the Employee shall have no right pursuant to
               this Agreement to compensation or other benefits for any period
               after the applicable Date of Termination."

     7.   Section 5(d) of the Agreement is amended and restated in its entirely
to read as follows:

               "(d) In the event that (i) the Employee's employment is
               terminated by the Employer for other than Cause, Disability,
               Retirement or the Employee's death or (ii) such employment is
               terminated by the Employee, then the Employer shall pay to the
               Employee, in six (6) equal monthly installments beginning with
               the first business day of the month following the Date of
               Termination, a cash severance amount equal to one-half the
               Employee's current Base Salary plus an amount equal to the fair
               value, as reasonably determined and quantified by the Bank as of
               the Date of Termination of employment, of the unvested stock
               option and recognition and retention awards which otherwise
               would have vested by February 2, 2007.  In addition, during the
               six-month period that the Employee is receiving severance
               payments pursuant to this Section 5(d), he shall also be
               entitled to continue to participate in the Bank's group health
               insurance plan on the same terms and cost to Employee as to any
               other employee during the six-month period."

     8.   Section 5(e) of the Agreement is hereby deleted.


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     9.   In Section 7(a) of the Agreement, the clause ", except as set forth
in Section 5(e)(B)(ii) hereof . . ." is herby deleted.

     10.  All other sections and provisions in the Agreement shall continue in
full force and effect and are incorporated by reference into this Amendment No.
1.  Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Agreement.

     This Amendment No. 1 to the Agreement shall be deemed effective as of the
date set forth below.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
No. 1 to the Agreement as of this 18th day of January 2006.


                                     WILLOW GROVE BANK

ATTEST:



/s/ Jerry Arrison                       /s/ Joseph T. Crowley
______________________               By:____________________________________
Witness
                                            Chief Financial Officer
                                     Title:_________________________________



                                     EMPLOYEE



/s/ Jerry Arrison                    /s/ Christopher E. Bell
______________________               _______________________________________
Witness                              Christopher E. Bell


















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