Exhibit
10.1


 


WILLOW GROVE BANCORP, INC.


2006
SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


 


ARTICLE 1 PURPOSE


 


The purpose of the Willow
Grove Bancorp, Inc. 2006 Supplemental Executive Retirement Plan is to retain
the services of a select group of officers and highly compensated employees of
Willow Grove Bancorp, Inc. (the “Corporation”), its subsidiaries and any
successors thereto, and to motivate them to contribute to the growth and
profits of the Corporation  This Plan is
intended to comply with the provisions of Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”), and shall be interpreted in a manner
consistent with that intention.


 


ARTICLE 2—
DEFINITIONS


 


For purposes hereof,
unless otherwise clearly apparent from the context, where the following terms
appear as proper nouns, they shall have the meanings indicated below.


 


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,


 


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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 of Control: 
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 as provided under Section 409A of the
Code, as amended from time to time, and any Internal Revenue Service guidance,
including Notice 2005-1, and regulations issued in connection with Section 409A
of the Code.


 


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 Grove Bancorp, Inc., a Pennsylvania
corporation, and any successor thereof, including any affiliated company that
adopts this Plan with the consent of the Board of Directors of the Corporation.


 


2.9.                              Effective Date of the Plan: April 1,
2006.


 


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


 


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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: The Willow Grove Bancorp, Inc. 2006 Supplemental
Executive Retirement Plan effective April 1, 2006 and as from time to time
amended and in effect.


 


2.14.                        Plan Year: January 1 through December 31, provided that the
first Plan Year shall be from the Effective Date of the Plan through December
31, 2006.


 


2.15.                        Retirement: The attainment by a Participant of both age
sixty-two and five years of participation in the Plan.


 


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


 


2.17.                        Termination of Service: The
termination (by death, Retirement, or otherwise) of a Participant’s service as
an employee of the Corporation, provided that no Termination of Service will be
deemed to have occurred unless it constitutes a “separation from service”
within the meaning of Code Section 409A and the regulations thereunder.


 


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 the Employee Retirement Income Security Act of 1974 and amendments thereto (“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.


 


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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 Termination of Service as defined in Section 2.17;


 


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


 


(d)         The
Plan is terminated in a manner that fully complies with the accelerated payment
provisions of Section 409A of the Code and the regulations promulgated
thereunder, including the requirements that all similar arrangements be
terminated and that all payments be made within 24 months of the termination
date.


 


For purposes of this Plan, a Participant will not be
deemed to have “terminated” his or her Service unless he or she has “separated
from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code and the
regulations thereunder.


 


ARTICLE
4 — BENEFITS


 


4.1.                              Benefit:
Should a Participant have a Termination Event, other than a Termination of
Service for Cause, he shall be entitled to receive a Termination Benefit. The
Termination Benefit shall be the vested portion of his Employer Credit Account.


 


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


 


4.3.                              Distribution
Options: 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, (iii)
in ten equal annual installments, or (iv) in fifteen equal annual installments
(each, a “Termination Benefit Election”); provided, however, that if the
Termination Benefit is to be paid pursuant to a Termination Event described in
Section 3.2(d) above, then the Termination Benefit shall be paid in a lump sum
on the first day of the month immediately following the lapse of six months
after the date of such Termination Event; and provided further, that if the
Termination Benefit is less than $10,000 at the time of Termination of Service,
then the Termination Benefit shall be paid in a lump sum notwithstanding any
installment election made by the Participant. This shall be a one-time election
to be made by the Participant when he or she completes a written application
for participation, which election may not be changed in the future. If,
however, a Participant fails to make a Termination Benefit Election, he shall
receive his benefit in a lump sum.


 


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Should annual
installments be selected, the first such payment shall be made on the sixtieth
day following the Termination Event or as administratively feasible thereafter
if it is not administratively feasible to pay the benefit on the sixtieth day;
provided, however, that if the installments are to be paid to a Specified
Employee due to a Termination of 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 Termination of Service. Each payment thereafter shall
be made on the annual anniversary of the original payment amount or as soon as
administratively feasible thereafter if it is not administratively feasible to
pay the benefit on the annual anniversary of the original payment.


 


Should a lump sum
distribution apply, the Termination Benefit shall be made on the sixtieth day
following the Termination Event or as soon as administratively feasible thereafter
if it is not administratively feasible to pay the benefit on the sixtieth day;
provided, however, that if the lump sum is to be paid to a Specified Employee
due to a Termination of 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 Termination of Service.


 


4.4.                              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
in April 2006 will be 25% vested on December 31, 2006, 50% vested on December
31, 2007, 75% percent vested on December 31, 2008 and 100% vested on December
31, 2009. 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 a Change in Control, a Termination of Service due to Retirement or
death, or 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 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 the 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.


 


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ARTICLE
6 — MISCELLANEOUS


 


6.1                                 Amendment
and Termination: 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. Any provision herein to the contrary notwithstanding,
amendment or termination of the Plan shall not accelerate, directly or
indirectly, the date on which distribution of any then vested benefit is to be
paid unless such acceleration complies with the requirements of Code Section
409A and the regulations thereunder. In addition, notwithstanding any provision
herein to the contrary, if the Corporation determines, after a review of the
final regulations issued under Section 409A of the Code and all applicable
Internal Revenue Service guidance, that this Plan should be amended to avoid
triggering the tax and interest penalties imposed by Section 409A of the Code,
the Corporation may amend this Plan to the extent necessary to avoid triggering
the tax and interest penalties imposed by Section 409A of the Code.


 


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 or she 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 the
Participant and the Corporation, nor shall 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.


 


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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.


 


(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.


 


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(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: For tax purposes and for purposes of Title I of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), this Plan is
intended to qualify as an unfunded plan maintained primarily for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees, and shall be interpreted accordingly.


 


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 the
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 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


 


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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
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.


 


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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 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 Grove Bancorp,
  Inc.

  
	
   

  	
   

  
	
   

  	
  170 S. Warner Road

  
	
   

  	
   

  
	
   

  	
  Wayne, Pennsylvania
  19087

  
	
   

  	
   

  
	
   

  	
  Re: Willow Grove
  Bancorp, Inc. 2006 Supplemental

  Executive Retirement Plan

  



 


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  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 Grove Bancorp,
Inc.


 


 


	
  /s/ Donna M. Coughey

  	
   

  	
  March 28, 2006

  	
   

  
	
  By:

  	
  Donna M. Coughey

  	
  Date

  
	
   

  	
  President and Chief
  Executive Officer

  	
   

  
						



 


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