Exhibit 10.9

                         WILLOW FINANCIAL BANCORP, INC.
                   AMENDED AND RESTATED 2002 STOCK OPTION PLAN


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                         WILLOW FINANCIAL BANCORP, INC.
                   AMENDED AND RESTATED 2002 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 it 2002 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 Corporation and its 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 Option  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 Option
hereunder.

                                   ARTICLE III
                                   DEFINITIONS

     The  following  words and  phrases  when used in this Plan with an  initial
capital letter,  unless the context clearly indicates otherwise,  shall have the
meanings set forth below.  Wherever  appropriate,  the masculine  pronouns shall
include the feminine pronouns and the singular shall include the plural.

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

     3.02 "Beneficiary" means the person or persons designated by an Optionee to
receive  any  benefits  payable  under the Plan in the event of such  Optionee's
death.  Such person or persons shall be designated in writing on forms  provided
for this  purpose  by the  Committee  and may be  changed  from  time to time by
similar  written  notice  to  the  Committee.   In  the  absence  of  a  written
designation,  the Beneficiary shall be the Optionee's  surviving spouse, if any,
or if none, his estate.

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


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     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.

     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  (i) as  defined  in Rule  16b-3(b)(3)(i)  of the  Exchange  Act or any
successor thereto,  and (ii) within the meaning of Section 162(m) of the Code or
any successor thereto.

     3.07 "Common  Stock" means shares of the common stock,  $0.01 par value 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  Corporation or a
Subsidiary Company, or is an Officer of the Corporation or a Subsidiary Company,
but not including  directors who are not also Officers of or otherwise  employed
by the Corporation or a 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 Option 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


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otherwise  satisfies the requirements  applicable under Section 409A of the Code
and the regulations thereunder.

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

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

     3.16  "Offering"  means the offering of Common  Stock to the public  during
2002 in connection with the  reorganization  of the Bank from the mutual holding
company form to the stock holding company form of organization  and the issuance
of the capital stock of the Bank to the Corporation.

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

     3.18 "OTS" means the Office of Thrift Supervision.

     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  Corporation  or a Subsidiary  Company,  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.  With  respect to
Non-Employee Directors, retirement means retirement from service on the Board of
Directors of the Corporation or a Subsidiary  Company or any successors  thereto
after attaining the age of 65.

     3.22 "Subsidiary  Companies"  means those  subsidiaries of 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) address  matters  regarding  the
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 Option,  if
applicable,  from securities brokers and dealers, and (iii) subject to any legal
or regulatory  restrictions or limitations,  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 Option 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,  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  Articles of Incorporation or 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 Options 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 Options 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 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 Option 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
Options  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
Options  granted  under this Plan shall be designed to satisfy the exemption for
stock  options set forth in the  regulations  issued  under  Section 409A of the
Code.  Both this Plan and the terms of all Options  granted  hereunder  shall be
interpreted in a manner that requires compliance with all of the requirements of
the  exemption  for stock  options  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
beyond the date that the Common Stock received upon the exercise of an Incentive
Stock Option is sold.


                                    ARTICLE V
                                   ELIGIBILITY

     Options may be granted to such Employees or  Non-Employee  Directors of the
Corporation and its Subsidiary  Companies as may be designated from time to time


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by the Board or the Committee. Options 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
Non-Qualified Options.

                                   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 641,412.  None of such shares shall be the subject of more
than one Option 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 Options had been previously granted with respect to such shares. During
the time this Plan remains in effect,  the  aggregate  grants of Options 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.  Options granted
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
                         OPTIONS, NUMBER OF SHARES, ETC.

     The Board or the Committee shall, in its discretion, determine from time to
time which Employees or Non-Employee Directors will be granted Options under the
Plan,  the number of shares of Common Stock subject to each Option,  and whether
each Option will be an Incentive  Stock  Option or a  Non-Qualified  Option.  In
making all such  determinations  there  shall be taken into  account the duties,
responsibilities  and performance of each respective  Employee,  his present and
potential contributions to the growth and success of the Corporation, his salary
and such other  factors as the Board or the  Committee  shall deem  relevant  to
accomplishing the purposes of the Plan. The Board or the Committee may but shall
not be required to request the  written  recommendation  of the Chief  Executive
Officer of the  Corporation  other than with respect to Options to be granted to
him.

                                  ARTICLE VIII
                                     OPTIONS

     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


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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
no less than 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  hereunder  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 Employee's  employment or service as a Non-Employee Director with
the Corporation or any of the Subsidiary Companies is terminated. In determining
the number of shares of Common  Stock with  respect to which  Options are vested
and/or exercisable,  fractional shares will be rounded down to the nearest whole
number,  provided that such  fractional  shares shall be  aggregated  and deemed
vested on the final date of vesting.

          (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  Corporation  or a Subsidiary
Company or service as a Non-Employee Director because of his death or Disability
or as of the effective date of a Change in Control.  All Options hereunder shall
become  immediately  vested  and  exercisable  in full on the  date an  Optionee
terminates his employment  with the  Corporation or a Subsidiary  Company 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.


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     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 Employees and  Non-Employee  Directors
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  Optionee  ceases to be employed  (or in the
service  of the  Board  of  Directors)  by the  Corporation  and all  Subsidiary
Companies,  unless the Board of  Directors or the  Committee  in its  discretion
decides at the time of grant or  thereafter to extend such period of exercise to
a period not exceeding  three (3) years.  In the event an Incentive Stock Option
is not  exercised  within  90  days of the  effective  date  of  termination  of
Optionee's  status as an Employee,  the tax treatment  accorded  Incentive Stock
Options by the Code may not be available.

          (b) Exception for Termination Due to Disability, Retirement, Change in
Control or Death.  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  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 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
his employment or service with 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  Corporation or a
Subsidiary Company or terminates employment or service with 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 immediate family or to a duly  established  trust for the benefit


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of one or more of these  individuals.  For purposes hereof,  "immediate  family"
includes but is not necessarily limited to, the Participant's  spouse,  children
(including  step  children),  parents,  grandchildren  and great  grandchildren.
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  Board  or 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 (x)
purchased in open market transactions or (y) issued by the Corporation  pursuant
to a plan thereof more than six months prior to the exercise  date of the Option
(or one year in the case of previously exercised Incentive Stock Options).

     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 2002  Option Plan or plans  maintained  by the  Corporation  (or any
parent or Subsidiary Company), shall not exceed $100,000.


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          (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  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).

                                   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 Option
relates,  the  maximum  number of shares  that can be covered by Options to each
Employee,  each Non-Employee Director and Non-Employee  Directors as a group and
the  exercise  price  per  share of  Common  Stock  under  any  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 Option 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


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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 Options have not been granted,
subject to regulations of the OTS and 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 Option,  alter or impair any Option  previously  granted or awarded
under this Plan as specifically authorized herein.


                                   ARTICLE XI
                                EMPLOYMENT RIGHTS

     Neither  the Plan nor the grant of any  Options  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 of the Corporation or
a Subsidiary Company 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 Option. 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 Option
and/or by the Optionee's  delivery of previously owned shares of Common Stock or
other property.


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<PAGE>


                                  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 Options may be granted  hereunder no earlier than the date
this Plan is approved by  stockholders  and no later than the termination of the
Plan, provided 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 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 Options previously
granted and such  Options  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)
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, and (iii) the Nasdaq Stock Market for continued
quotation of the Common Stock on the Nasdaq National Market.

                                   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 Commonwealth of Pennsylvania.


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