Exhibit 10.8

                         WILLOW FINANCIAL BANCORP, INC.
                   AMENDED AND RESTATED 1999 STOCK OPTION PLAN


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                         WILLOW FINANCIAL BANCORP, INC.
                   AMENDED AND RESTATED 1999 STOCK OPTION PLAN


                                    ARTICLE I
                            ESTABLISHMENT OF THE PLAN

     Willow  Financial  Bancorp,  Inc. (the  "Corporation"),  formerly  known as
Willow Grove  Bancorp,  Inc.,  hereby  amends and restates its 1999 Stock Option
Plan (as  amended  and  restated,  the  "Plan")  upon the terms  and  conditions
hereinafter stated,  with the amendment and restatement  effective as of October
23, 2007.


                                   ARTICLE II
                               PURPOSE OF THE PLAN

     The purpose of this Plan is to improve the growth and  profitability of the
Corporation and its Subsidiary Companies by providing Employees and Non-Employee
Directors  with a  proprietary  interest in the  Corporation  as an incentive to
contribute  to the  success  of the  MHC,  the  Corporation  and the  Subsidiary
Companies,  and rewarding  Employees and Non-Employee  Directors for outstanding
performance.  All Incentive Stock Options issued under this Plan are intended to
comply  with the  requirements  of Section  422 of the Code and the  regulations
thereunder,  and all provisions hereunder shall be read, interpreted and applied
with that purpose in mind.  Each  recipient of an Award  hereunder is advised to
consult  with  his  or  her  personal  tax  advisor  with  respect  to  the  tax
consequences  under  federal,  state,  local and  other tax laws of the  receipt
and/or exercise of an Award hereunder.


                                   ARTICLE III
                                   DEFINITIONS

     3.01 "Award" means an Option or Stock  Appreciation  Right granted pursuant
to the terms of this Plan.

     3.02 "Bank" means Willow Financial Bank, the wholly owned subsidiary of the
Corporation.

     3.03 "Board" means the Board of Directors of the Corporation.

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

     3.05 "Code" means the Internal Revenue Code of 1986, as amended.


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     3.06  "Committee"  means a committee of two or more directors  appointed by
the Board  pursuant  to Article IV hereof  each of whom shall be a  Non-Employee
Director as defined in Rule  16b-3(b)(3)(i) of the Exchange Act or any successor
thereto and within the meaning of Section 162(m) of the Code and the regulations
promulgated thereunder.

     3.07 "Common  Stock" means shares of the common  stock,  par value $.01 per
share, of the Corporation.

     3.08 "Disability" means in the case of any Optionee that the Optionee:  (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 or the Bank (or
would have  received  such  benefits  for at least  three  months if he had been
eligible to participate in such plan).

     3.09 "Effective Date" means the day upon which the Board originally adopted
this Plan.

     3.10  "Employee"  means  any  person  who  is  employed  by  the  MHC,  the
Corporation,  the Bank or any Subsidiary  Company,  or is an Officer of the MHC,
the Corporation, the Bank or any Subsidiary Company, but not including directors
who are not also Officers of or otherwise  employed by the MHC, the Corporation,
the Bank or any Subsidiary Company.

     3.11 "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     3.12 "Fair Market  Value" shall be equal to the fair market value per share
of the Corporation's  Common Stock on the date an Award is granted. For purposes
hereof,  the Fair Market  Value of a share of Common  Stock shall be the closing
sale price of a share of Common  Stock on the date in question  (or, if such day
is not a trading day in the U.S. markets, on the nearest preceding trading day),
as  reported  with  respect to the  principal  market (or the  composite  of the
markets, if more than one) or national quotation system in which such shares are
then traded,  or if no such closing  prices are  reported,  the mean between the
high bid and low asked  prices  that day on the  principal  market  or  national
quotation system then in use. Notwithstanding the foregoing, if the Common Stock
is not readily  tradable on an  established  securities  market for  purposes of
Section  409A of the Code,  then the Fair Market  Value shall be  determined  by
means of a  reasonable  valuation  method  that  takes  into  consideration  all
available  information  material  to the  value  of  the  Corporation  and  that
otherwise  satisfies the requirements  applicable under Section 409A of the Code
and the regulations thereunder.


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     3.13  "Incentive  Stock  Option"  means any Option  granted under this Plan
which the Board  intends (at the time it is granted)  to be an  incentive  stock
option within the meaning of Section 422 of the Code or any successor thereto.

     3.14 "MHC" means Willow Grove Mutual  Holding  Company,  the former  parent
mutual holding company of the Corporation.

     3.15 "Non-Employee Director" means a member of the Board of the Corporation
or Board of  Directors of either the MHC or the Bank or any  successor  thereto,
including  an  advisory  director  or a director  emeritus  of the Boards of the
Corporation and/or the MHC or the Bank, who is not an Officer or Employee of the
Corporation, the MHC, the Bank or any Subsidiary Company.

     3.16 "Non-Qualified  Option" means any Option granted under this Plan which
is not an Incentive Stock Option.

     3.17  "Offering"  means  the  offering  of  Common  Stock to the  public in
connection  with the  conversion of the Bank to the stock form of  organization,
the  establishment  of the MHC and the issuance of the capital stock of the Bank
to the Corporation.

     3.18 "Officer" means an Employee whose position in the MHC, the Corporation
or a Subsidiary  Company is that of a corporate  officer,  as  determined by the
Board.

     3.19  "Option"  means a right  granted  under this Plan to purchase  Common
Stock.

     3.20  "Optionee"  means an  Employee  or  Non-Employee  Director  or former
Employee or Non-Employee Director to whom an Option is granted under the Plan.

     3.21  "Retirement"  means a termination of employment  which  constitutes a
"retirement"  under any applicable  qualified pension benefit plan maintained by
the MHC, the  Corporation  or a Subsidiary  Corporation,  or, if no such plan is
applicable,  which would constitute "retirement" under the Corporation's pension
benefit plan, if such individual were a participant in that plan.

     3.22 "Stock  Appreciation  Right"  means a right to  surrender an Option in
consideration  for a payment by the  Corporation in cash and/or Common Stock, as
provided in the  discretion  of the Board or the  Committee in  accordance  with
Section 8.10.

     3.23  "Subsidiary  Companies"  means those  subsidiaries of the MHC and the
Corporation,  including  the Bank,  which  meet the  definition  of  "subsidiary
corporations"  set forth in Section  424(f) of the Code, at the time of granting
of the Option in question.


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                                   ARTICLE IV
                           ADMINISTRATION OF THE PLAN

     4.01  Duties  of  the  Committee.   The  Plan  shall  be  administered  and
interpreted  by the  Committee,  as  appointed  from  time to time by the  Board
pursuant to Section 4.02. The Committee shall have the authority to adopt, amend
and rescind such rules,  regulations  and procedures as, in its opinion,  may be
advisable in the  administration  of the Plan,  including,  without  limitation,
rules,  regulations  and  procedures  which  (i) deal  with  satisfaction  of an
Optionee's tax  withholding  obligation  pursuant to Section 12.02 hereof,  (ii)
include  arrangements  to facilitate the Optionee's  ability to borrow funds for
payment of the  exercise  or purchase  price of an Award,  if  applicable,  from
securities brokers and dealers, and (iii) include arrangements which provide for
the payment of some or all of such  exercise  or  purchase  price by delivery of
previously-owned  shares of Common Stock or other property and/or by withholding
some of the shares of Common Stock which are being acquired.  The interpretation
and  construction  by the  Committee of any  provisions  of the Plan,  any rule,
regulation or procedure  adopted by it pursuant thereto or of any Award shall be
final and binding in the absence of action by the Board.

     4.02  Appointment  and  Operation  of the  Committee.  The  members  of the
Committee  shall be appointed  by, and will serve at the pleasure of, the Board.
The Board from time to time may remove  members  from,  or add  members  to, the
Committee,  provided  the  Committee  shall  continue  to consist of two or more
members of the Board, each of whom shall be a Non-Employee  Director, as defined
in  Rule  16b-3(b)(3)(i)  of  the  Exchange  Act or any  successor  thereto.  In
addition, each member of the Committee shall be an "outside director" within the
meaning of Section 162(m) of the Code and  regulations  thereunder at such times
as is  required  under  such  regulations.  The  Committee  shall act by vote or
written consent of a majority of its members.  Subject to the express provisions
and limitations of the Plan, the Committee may adopt such rules, regulations and
procedures  as it deems  appropriate  for the  conduct  of its  affairs.  It may
appoint  one of its  members to be  chairman  and any  person,  whether or not a
member, to be its secretary or agent. The Committee shall report its actions and
decisions to the Board at  appropriate  times but in no event less than one time
per calendar year.

     4.03  Revocation  for  Misconduct.  The  Board  or  the  Committee  may  by
resolution  immediately  revoke,  rescind and terminate  any Option,  or portion
thereof,  to the extent not yet vested, or any Stock Appreciation  Right, to the
extent not yet  exercised,  previously  granted or awarded under this Plan to an
Employee who is discharged  from the employ of the  Corporation  or a Subsidiary
Company for cause, which, for purposes hereof, shall mean termination because of
the Employee's personal dishonesty,  incompetence, willful misconduct, breach of
fiduciary duty involving personal profit,  intentional failure to perform stated
duties,  willful  violation of any law, rule, or regulation  (other than traffic
violations or similar offenses) or final cease-and-desist order. Options granted
to  a   Non-Employee   Director  who  is  removed  for  cause  pursuant  to  the
Corporation's  Certificate of Incorporation and Bylaws or the Bank's Charter and
Bylaws shall terminate as of the effective date of such removal.


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     4.04  Limitation  on  Liability.  Neither  the members of the Board nor any
member of the Committee shall be liable for any action or determination  made in
good faith with respect to the Plan, any rule,  regulation or procedure  adopted
by it pursuant  thereto or any Awards granted under it. If a member of the Board
or  the  Committee  is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative,  by reason of anything done or not
done by him in such capacity under or with respect to the Plan, the  Corporation
shall, subject to the requirements of applicable laws and regulations, indemnify
such member against all liabilities and expenses  (including  attorneys'  fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in  connection  with such action,  suit or proceeding if he acted in good
faith and in a manner he reasonably  believed to be in the best interests of the
Corporation  and its  Subsidiary  Companies  and,  with  respect to any criminal
action or  proceeding,  had no  reasonable  cause to  believe  his  conduct  was
unlawful.

     4.05  Compliance  with Law and  Regulations.  All Awards granted  hereunder
shall be subject to all applicable federal and state laws, rules and regulations
and to such approvals by any government or regulatory agency as may be required.
The Corporation  shall not be required to issue or deliver any  certificates for
shares  of  Common  Stock  prior  to  the  completion  of  any  registration  or
qualification  of or  obtaining  of consents or  approvals  with respect to such
shares  under  any  federal  or  state  law or any  rule  or  regulation  of any
government body, which the Corporation shall, in its sole discretion,  determine
to be necessary or advisable.  Moreover,  no Option or Stock  Appreciation Right
may be  exercised  if such  exercise  would be contrary to  applicable  laws and
regulations.

     4.06 Restrictions on Transfer.  The Corporation may place a legend upon any
certificate  representing shares acquired pursuant to an Award granted hereunder
noting that the transfer of such shares may be restricted by applicable laws and
regulations.

     4.07 No Deferral of Compensation Under Section 409A of the Code. All Awards
granted under the Plan are designed to not constitute a deferral of compensation
for purposes of Section 409A of the Code. Notwithstanding any other provision in
this Plan to the contrary, all of the terms and conditions of any Awards granted
under this Plan shall be designed to satisfy the  exemption for stock options or
stock appreciation rights set forth in the regulations issued under Section 409A
of the Code. Both this Plan and the terms of all Options and Stock  Appreciation
Rights  granted  hereunder  shall  be  interpreted  in a  manner  that  requires
compliance  with all of the  requirements  of the exemption for stock options or
stock appreciation rights set forth in the regulations issued under Section 409A
of the Code. No Optionee  shall be permitted to defer the  recognition of income
beyond the exercise date of a Non-Qualified  Option or Stock Appreciation Rights
or beyond  the date that the  Common  Stock  received  upon the  exercise  of an
Incentive Stock Option is sold.


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                                    ARTICLE V
                                   ELIGIBILITY

     Awards may be granted to such Employees and  Non-Employee  Directors of the
MHC, the Corporation and the Subsidiary Companies as may be designated from time
to time by the Board or the Committee.  Awards may not be granted to individuals
who are not Employees or Non-Employee Directors of either the Corporation or its
Subsidiary Companies.  Non-Employee  Directors shall be eligible to receive only
Awards of Non-Qualified Options pursuant to this Plan.


                                   ARTICLE VI
                        COMMON STOCK COVERED BY THE PLAN

     6.01 Option  Shares.  The aggregate  number of shares of Common Stock which
may be issued  pursuant  to this Plan,  subject to  adjustment  as  provided  in
Article  IX,  shall be  224,087,  which is equal to 10% of the  shares of Common
Stock  sold to the  public in the  Offering.  None of such  shares  shall be the
subject of more than one Award at any time, but if an Option as to any shares is
surrendered  before  exercise,  or expires or terminates  for any reason without
having been exercised in full, or for any other reason ceases to be exercisable,
the number of shares  covered  thereby  shall again become  available  for grant
under the Plan as if no Awards had been previously  granted with respect to such
shares. Notwithstanding the foregoing, if an Option is surrendered in connection
with the exercise of a Stock  Appreciation  Right,  the number of shares covered
thereby  shall not be available  for grant under the Plan.  During the time this
Plan remains in effect,  grants to each Employee and each Non-Employee  Director
shall not exceed 25% and 5% of the shares of Common  Stock  available  under the
Plan,  respectively.  Awards made to Non-Employee Directors in the aggregate may
not exceed 30% of the number of shares available under this Plan.

     6.02 Source of Shares. The shares of Common Stock issued under the Plan may
be authorized but unissued  shares,  treasury shares or shares  purchased by the
Corporation on the open market or from private sources for use under the Plan.

                                   ARTICLE VII
                                DETERMINATION OF
                         AWARDS, NUMBER OF SHARES, ETC.

     The Board or the Committee shall, in its discretion, determine from time to
time which Employees and Non-Employee Directors will be granted Awards under the
Plan,  the number of shares of Common Stock subject to each Award,  whether each
Option will be an Incentive Stock Option or a Non-Qualified  Option (in the case
of  Employees)  and  the  exercise  price  of an  Option.  In  making  all  such
determinations  there shall be taken into  account the duties,  responsibilities
and  performance of each  respective  Employee and  Non-Employee  Director,  his
present  and  potential   contributions   to  the  growth  and  success  of  the
Corporation,  his salary and such other factors deemed relevant to accomplishing
the purposes of the Plan.


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                                  ARTICLE VIII
                      OPTIONS AND STOCK APPRECIATION RIGHTS

     Each  Option  granted  hereunder  shall  be  on  the  following  terms  and
conditions:

     8.01  Stock  Option  Agreement.  The  proper  Officers  on  behalf  of  the
Corporation and each Optionee shall execute a Stock Option Agreement which shall
set forth the total number of shares of Common  Stock to which it pertains,  the
exercise  price,  whether it is a  Non-Qualified  Option or an  Incentive  Stock
Option,  and such other terms,  conditions,  restrictions  and privileges as the
Board or the Committee in each instance  shall deem  appropriate,  provided they
are not  inconsistent  with the terms,  conditions  and provisions of this Plan.
Each Optionee shall receive a copy of his executed Stock Option  Agreement.  Any
Option granted with the intention that it will be an Incentive  Stock Option but
which fails to satisfy a requirement  for Incentive Stock Options shall continue
to be valid and shall be treated as a Non-Qualified Option.

     8.02 Option Exercise Price.

          (a) Incentive Stock Options.  The per share price at which the subject
Common Stock may be purchased  upon exercise of an Incentive  Stock Option shall
be no less than one hundred  percent  (100%) of the Fair Market Value of a share
of Common Stock at the time such  Incentive  Stock Option is granted,  except as
provided in Section 8.09(b).

          (b)  Non-Qualified  Options.  The per share price at which the subject
Common Stock may be purchased upon exercise of a  Non-Qualified  Option shall be
established by the Committee at the time of grant, but in no event shall be less
than the one  hundred  percent  (100%)  of the Fair  Market  Value of a share of
Common Stock at the time such Non-Qualified Option is granted.

     8.03 Vesting and Exercise of Options.

          (a) General Rules.  Incentive Stock Options and Non-Qualified  Options
granted to Optionees  shall become vested and exercisable at the rate of 20% per
year  over  five  years,  commencing  one year  from  the  date of grant  and an
additional 20% shall vest on each successive  anniversary of the date the Option
was granted, and the right to exercise shall be cumulative.  Notwithstanding the
foregoing,  except as provided in Section 8.03(b) hereof, no vesting shall occur
on or after an Optionee's  employment or service as a  Non-Employee  Director is
terminated for any reason other than his death or Disability. In determining the
number of shares of Common Stock with respect to which Options are vested and/or
exercisable, fractional shares will be rounded up to the nearest whole number if
the fraction is 0.5 or higher, and down if it is less.

          (b)  Accelerated  Vesting.  Unless  the Board or the  Committee  shall
specifically  state  otherwise  at the time an Option is  granted,  all  Options
granted under this Plan shall become vested and  exercisable in full on the date
an  Optionee  terminates  his  employment  with the MHC,  the  Corporation  or a


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Subsidiary Company or service as a Non-Employee Director because of his death or
Disability.   All  Options  hereunder  shall  become   immediately   vested  and
exercisable in full on the date an Optionee  terminates his employment  with the
MHC, the Corporation or a Subsidiary  Corporation due to Retirement if as of the
date of such  Retirement  (i) such  treatment  is  either  authorized  or is not
prohibited by applicable laws and regulations,  or (ii) an amendment to the Plan
providing  for such  treatment  has been  approved  by the  stockholders  of the
Corporation  at a meeting  of  stockholders  held  more than one year  after the
consummation of the Offering.  In addition,  all Options  hereunder shall become
immediately  vested and exercisable in full as of the effective date of a Change
in Control if as of the date of such  Change in Control  (i) such  treatment  is
either  authorized or is not  prohibited by applicable  laws and  regulations or
(ii) an amendment to the Plan  providing for such treatment has been approved by
the stockholders of the Corporation at a meeting of stockholders  held more than
one year after consummation of the Offering.

     8.04 Duration of Options.

          (a) General  Rule.  Except as  provided in Sections  8.04(b) and 8.09,
each Option or portion  thereof  granted to an Employee  shall be exercisable at
any time on or after it vests and becomes  exercisable  until the earlier of (i)
ten (10) years after its date of grant or (ii) six (6) months  after the date on
which the  Employee  ceases to be employed by the MHC, the  Corporation  and all
Subsidiary  Companies,  unless  the  Board or the  Committee  in its  discretion
decides at the time of grant or  thereafter  to extend  such  period of exercise
upon termination of employment to a period not exceeding five (5) years.

     Except as  provided  in Section  8.04(b),  each  Option or portion  thereof
granted to a Non-Employee  Director shall be exercisable at any time on or after
it vests and becomes  exercisable  until the earlier of (i) ten (10) years after
its  date of  grant  or (ii)  three  (3)  years  after  the  date on  which  the
Non-Employee  Director ceases to serve as a director of the MHC, the Corporation
and  all  Subsidiary  Companies,  unless  the  Board  or  the  Committee  in its
discretion  decides at the time of grant or  thereafter to extend such period of
exercise upon termination of service to a period not exceeding five (5) years.

          (b) Exceptions.  Unless the Board or the Committee shall  specifically
state otherwise at the time an Option is granted:  (i) if an Employee terminates
his employment with the MHC, the Corporation or a Subsidiary Company as a result
of Disability  or Retirement  without  having fully  exercised his Options,  the
Employee  shall have the right,  during the three (3) year period  following his
termination due to Disability or Retirement,  to exercise such Options, and (ii)
if a  Non-Employee  Director  terminates  his  service as a director  (including
service  as an  advisory  director  or  director  emeritus)  with the  MHC,  the
Corporation  or a Subsidiary  Company as a result of  Disability  or  Retirement
without having fully exercised his Options, the Non-Employee Director shall have
the right,  during the three (3) year period  following his  termination  due to
Disability or Retirement, to exercise such Options.

     Unless the Board or the Committee shall specifically state otherwise at the
time an Option is granted,  if an Employee or Non-Employee  Director  terminates


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his employment or service with the MHC, the Corporation or a Subsidiary  Company
following a Change in Control  without having fully  exercised his Options,  the
Optionee  shall have the right to exercise such Options  during the remainder of
the  original  ten (10) year term (or five (5) year term for Options  subject to
Section 8.09(b) hereof) of the Option from the date of grant.

     If an  Optionee  dies  while in the  employ  or  service  of the  MHC,  the
Corporation or a Subsidiary Company or terminates employment or service with the
MHC,  the  Corporation  or a  Subsidiary  Company as a result of  Disability  or
Retirement and dies without having fully  exercised his Options,  the executors,
administrators,  legatees or  distributees  of his estate  shall have the right,
during the one (1) year period following his death, to exercise such Options.

     In no event,  however,  shall any Option be exercisable  more than ten (10)
years (five (5) years for Options  subject to Section  8.09(b)  hereof) from the
date it was granted.

     8.05  Nonassignability.  Options shall not be  transferable  by an Optionee
except by will or the laws of descent or distribution,  and during an Optionee's
lifetime shall be exercisable  only by such Optionee or the Optionee's  guardian
or legal representative.  Notwithstanding the foregoing,  or any other provision
of this Plan,  an Optionee who holds  Non-Qualified  Options may  transfer  such
Options to his or her spouse,  lineal ascendants,  lineal  descendants,  or to a
duly  established  trust for the  benefit  of one or more of these  individuals.
Options so transferred  may  thereafter be transferred  only to the Optionee who
originally  received the grant or to an individual or trust to whom the Optionee
could have  initially  transferred  the Option  pursuant to this  Section  8.05.
Options which are transferred pursuant to this Section 8.05 shall be exercisable
by the  transferee  according to the same terms and conditions as applied to the
Optionee.

     8.06 Manner of  Exercise.  Options may be exercised in part or in whole and
at one time or from time to time. The procedures for exercise shall be set forth
in the written Stock Option Agreement provided for in Section 8.01 above.

     8.07 Payment for Shares.  Payment in full of the purchase  price for shares
of Common Stock  purchased  pursuant to the exercise of any Option shall be made
to the Corporation  upon exercise of the Option.  All shares sold under the Plan
shall be fully  paid and  nonassessable.  Payment  for shares may be made by the
Optionee  (i) in cash or by  check,  (ii) by  delivery  of a  properly  executed
exercise notice, together with irrevocable  instructions to a broker to sell the
shares  and then to  properly  deliver  to the  Corporation  the  amount of sale
proceeds to pay the exercise  price,  all in accordance with applicable laws and
regulations,  or (iii) at the discretion of the Committee,  by delivering shares
of Common  Stock  (including  shares  acquired  pursuant  to the  exercise of an
Option)  equal in Fair Market  Value to the  purchase  price of the shares to be
acquired  pursuant to the Option,  by  withholding  some of the shares of Common
Stock which are being  purchased upon exercise of an Option,  or any combination
of the foregoing.  With respect to subclause (iii) hereof,  the shares of Common
Stock delivered to pay the purchase price must have either been (a) purchased in
open market  transactions  or (b) issued by the  Corporation  pursuant to a plan
thereof,  in each case more than six months  prior to the  exercise  date of the
Option.


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     8.08  Voting and  Dividend  Rights.  No  Optionee  shall have any voting or
dividend  rights or other  rights of a  stockholder  in respect of any shares of
Common Stock covered by an Option prior to the time that his name is recorded on
the  Corporation's  stockholder  ledger as the  holder of record of such  shares
acquired pursuant to an exercise of an Option.

     8.09 Additional  Terms  Applicable to Incentive Stock Options.  All Options
issued under the Plan as Incentive Stock Options will be subject, in addition to
the terms  detailed in Sections 8.01 to 8.08 above,  to those  contained in this
Section 8.09.

          (a)  Notwithstanding  any contrary  provisions  contained elsewhere in
this Plan and as long as required by Section 422 of the Code, the aggregate Fair
Market Value, determined as of the time an Incentive Stock Option is granted, of
the Common Stock with respect to which  Incentive  Stock Options are exercisable
for the first time by the Optionee during any calendar year under this Plan, and
stock options that satisfy the requirements of Section 422 of the Code under any
other stock option plan or plans maintained by the Corporation (or any parent or
Subsidiary Company), shall not exceed $100,000.

          (b) Limitation on Ten Percent Stockholders.  The price at which shares
of Common Stock may be  purchased  upon  exercise of an  Incentive  Stock Option
granted  to an  individual  who,  at the time  such  Incentive  Stock  Option is
granted, owns, directly or indirectly,  more than ten percent (10%) of the total
combined  voting  power of all classes of stock  issued to  stockholders  of the
Corporation or any Subsidiary Company, shall be no less than one hundred and ten
percent  (110%) of the Fair Market  Value of a share of the Common  Stock of the
Corporation at the time of grant,  and such Incentive  Stock Option shall by its
terms not be exercisable  after the earlier of the date determined under Section
8.04 or the  expiration  of five (5) years  from the date such  Incentive  Stock
Option is granted.

          (c) Notice of  Disposition;  Withholding;  Escrow.  An Optionee  shall
immediately notify the Corporation in writing of any sale, transfer,  assignment
or other disposition (or action constituting a disqualifying  disposition within
the meaning of Section 421 of the Code) of any shares of Common  Stock  acquired
through  exercise of an Incentive  Stock Option,  within two (2) years after the
grant  of such  Incentive  Stock  Option  or  within  one  (1)  year  after  the
acquisition  of such shares,  setting forth the date and manner of  disposition,
the  number  of  shares  disposed  of and the price at which  such  shares  were
disposed of. The Corporation shall be entitled to withhold from any compensation
or other  payments then or thereafter due to the Optionee such amounts as may be
necessary  to satisfy any  withholding  requirements  of federal or state law or
regulation  and,  further,  to collect from the Optionee any additional  amounts
which may be required for such  purpose.  The Committee or the Board may, in its
discretion, require shares of Common Stock acquired by an Optionee upon exercise
of an Incentive Stock Option to be held in an escrow arrangement for the purpose
of enabling compliance with the provisions of this Section 8.09(c).


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<PAGE>


     8.10 Stock Appreciation Rights.

          (a) General Terms and Conditions.  The Board or the Committee may, but
shall  not be  obligated  to,  authorize  the  Corporation,  on such  terms  and
conditions as it deems appropriate in each case, to grant rights to Optionees to
surrender an exercisable  Option,  or any portion thereof,  in consideration for
the  payment  by the  Corporation  of an amount  equal to the excess of the Fair
Market  Value of the shares of Common  Stock  subject to the Option,  or portion
thereof,  surrendered over the exercise price of the Option with respect to such
shares (any such authorized  surrender and payment being hereinafter referred to
as a "Stock Appreciation  Right").  Such payment, at the discretion of the Board
or the Committee,  may be made in shares of Common Stock valued at the then Fair
Market  Value  thereof,  or in cash,  or partly in cash and  partly in shares of
Common Stock.

     The terms and  conditions  with respect to a Stock  Appreciation  Right may
include (without  limitation),  subject to other provisions of this Section 8.10
and the Plan:  the period  during  which,  date by which or event upon which the
Stock  Appreciation  Right may be  exercised;  the method for valuing  shares of
Common  Stock for  purposes  of this  Section  8.10;  a ceiling on the amount of
consideration  which the  Corporation  may pay in  connection  with exercise and
cancellation of the Stock  Appreciation  Right;  and arrangements for income tax
withholding.  The Board or the  Committee  shall  have  complete  discretion  to
determine whether, when and to whom Stock Appreciation Rights may be granted.

          (b)  Time  Limitations.  If a  holder  of a Stock  Appreciation  Right
terminates  service with the  Corporation  as an Officer or Employee,  the Stock
Appreciation Right may be exercised only within the period, if any, within which
the Option to which it relates may be exercised.

          (c) Effects of Exercise of Stock Appreciation Rights or Options.  Upon
the exercise of a Stock Appreciation Right, the number of shares of Common Stock
available  under the Option to which it relates shall decrease by a number equal
to the number of shares for which the Stock  Appreciation  Right was  exercised.
Upon the  exercise of an Option,  any  related  Stock  Appreciation  Right shall
terminate  as to any  number  of shares of  Common  Stock  subject  to the Stock
Appreciation  Right that exceeds the total number of shares for which the Option
remains unexercised.

          (d) Time of Grant.  A Stock  Appreciation  Right granted in connection
with an Incentive Stock Option must be granted  concurrently  with the Option to
which it relates,  and a Stock  Appreciation  Right granted in connection with a
Non-Qualified  Option must also be granted concurrently with the Option to which
it relates.

          (e) Non-Transferable. The holder of a Stock Appreciation Right may not
transfer or assign the Stock  Appreciation  Right  otherwise  than by will or in
accordance  with the laws of  descent  and  distribution,  and during a holder's
lifetime a Stock Appreciation Right may be exercisable only by the holder.


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<PAGE>


                                   ARTICLE IX
                         ADJUSTMENTS FOR CAPITAL CHANGES

     9.01 General  Adjustments.  The aggregate  number of shares of Common Stock
available  for  issuance  under  this  Plan,  the  number of shares to which any
outstanding  Award relates,  the maximum number of shares that can be covered by
Award to each Employee and each Non-Employee Director and the exercise price per
share of Common  Stock under any  outstanding  Option  shall be  proportionately
adjusted for any increase or decrease in the total number of outstanding  shares
of Common Stock issued  subsequent to the Effective  Date of this Plan resulting
from a split,  subdivision  or  consolidation  of shares  or any  other  capital
adjustment,  the payment of a stock  dividend,  or other increase or decrease in
such  shares  effected  without  receipt  or  payment  of  consideration  by the
Corporation.

     9.02 Adjustments for Mergers and Other Corporate  Transactions.  If, upon a
merger, consolidation, reorganization, liquidation, recapitalization or the like
of the  Corporation,  the  shares of the  Corporation's  Common  Stock  shall be
exchanged for other  securities of the  Corporation  or of another  corporation,
each Award shall be converted, subject to the conditions herein stated, into the
right to purchase or acquire  such number of shares of Common Stock or amount of
other  securities  of  the  Corporation  or  such  other   corporation  as  were
exchangeable  for the number of shares of Common Stock of the Corporation  which
such  optionees  would have been entitled to purchase or acquire except for such
action,  and  appropriate  adjustments  shall be made to the per share  exercise
price of outstanding Options, provided that in each case the number of shares or
other  securities  subject to the  substituted  or assumed stock options and the
exercise  price  thereof  shall be  determined  in a manner that  satisfies  the
requirements of Treasury Regulation  ss.1.424-1 and the regulations issued under
Section 409A of the Code so that the substituted or assumed option is not deemed
to be a modification of the outstanding Options.

                                    ARTICLE X
                      AMENDMENT AND TERMINATION OF THE PLAN

     The Board may, by resolution,  at any time terminate or amend the Plan with
respect to any shares of Common Stock as to which Awards have not been  granted,
subject to any required  stockholder  approval or any stockholder approval which
the Board may deem to be  advisable  for any reason,  such as for the purpose of
obtaining  or  retaining  any  statutory  or  regulatory   benefits  under  tax,
securities or other laws or satisfying  any applicable  stock  exchange  listing
requirements.  The Board may not, without the consent of the holder of an Award,
alter or impair any Award  previously  granted or awarded under this Plan except
as specifically authorized herein.


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<PAGE>


                                   ARTICLE XI
                          EMPLOYMENT AND SERVICE RIGHTS

     Neither the Plan nor the grant of any Awards hereunder nor any action taken
by the Committee or the Board in connection with the Plan shall create any right
on the  part of any  Employee  or  Non-Employee  Director  to  continue  in such
capacity.

                                   ARTICLE XII
                                   WITHHOLDING

     12.01 Tax  Withholding.  The Corporation may withhold from any cash payment
made under this Plan sufficient amounts to cover any applicable  withholding and
employment  taxes, and if the amount of such cash payment is  insufficient,  the
Corporation  may  require  the  Optionee  to pay to the  Corporation  the amount
required  to be  withheld  as a  condition  to  delivering  the shares  acquired
pursuant to an Award.  The Corporation also may withhold or collect amounts with
respect  to a  disqualifying  disposition  of shares of  Common  Stock  acquired
pursuant  to  exercise  of an  Incentive  Stock  Option,  as provided in Section
8.09(c).

     12.02 Methods of Tax Withholding.  The Board or the Committee is authorized
to adopt rules,  regulations or procedures which provide for the satisfaction of
an Optionee's  tax  withholding  obligation by the retention of shares of Common
Stock to which the Employee  would  otherwise  be entitled  pursuant to an Award
and/or by the Optionee's  delivery of previously owned shares of Common Stock or
other property.

                                  ARTICLE XIII
                        EFFECTIVE DATE OF THE PLAN; TERM

     13.01 Effective Date of the Plan.  This Plan shall become  effective on the
Effective  Date,  and Awards may be granted  hereunder  no earlier than the date
that this Plan is approved by  stockholders  of the Corporation and prior to the
termination of the Plan,  provided that this Plan is approved by stockholders of
the Corporation pursuant to Article XIV hereof. The amendment and restatement of
this Plan was adopted effective as of October 23, 2007.

     13.02 Term of the Plan. Unless sooner terminated, this Plan shall remain in
effect for a period of ten (10)  years  ending on the tenth  anniversary  of the
Effective Date.  Termination of the Plan shall not affect any Awards  previously
granted and such Awards  shall  remain  valid and in effect until they have been
fully  exercised  or earned,  are  surrendered  or by their terms  expire or are
forfeited.

                                   ARTICLE XIV
                              STOCKHOLDER APPROVAL

     The  stockholders  of the  Corporation  approved  this  Plan as  originally
adopted at a meeting of stockholders of the Corporation  held within twelve (12)


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<PAGE>


months  following the Effective  Date in order to meet the  requirements  of (i)
Section 422 of the Code and regulations  thereunder,  (ii) Section 162(m) of the
Code and  regulations  thereunder,  (iii) the Nasdaq Stock Market for  continued
quotation  of  the  Common  Stock  on the  Nasdaq  Stock  Market  and  (iv)  the
regulations of the Office of Thrift Supervision.

                                   ARTICLE XV
                                  MISCELLANEOUS

     15.01  Governing  Law. To the extent not governed by federal law, this Plan
shall be construed under the laws of the State of Pennsylvania.

     15.02 Pronouns.  Wherever appropriate,  the masculine pronoun shall include
the feminine pronoun, and the singular shall include the plural.


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