exhibit101-102908.htm


     

    
      

      

    

    EXHIBIT
10.1

     

     

     

    
      WILLOW
FINANCIAL BANCORP, INC.

       

      AMENDED
AND RESTATED DEFERRED
COMPENSATION PLAN

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    WILLOW
FINANCIAL BANCORP, INC.

    AMENDED
AND RESTATED

    DEFERRED
COMPENSATION PLAN

    


    


    
      	
              1.  Establishment
      and Purpose of the Plan

            	
              1

            
	 
      	 
      
	
              2.  Definitions

            	
              1

            
	 
      	 
      
	
              3.  Administration

            	
              4

            
	 
      	 
      
	
              4.  Deferral
      Accounts

            	
              5

            
	 
      	 
      
	
              5.  Non-Stock
      Denominated Awards

            	
              6

            
	 
      	 
      
	
              6.  Stock-Denominated
      Awards

            	
              8

            
	 
      	 
      
	
              7.  Payment
      of Deferral Accounts

            	
              9

            
	 
      	 
      
	
              8.  Section
      16 of the Exchange Act

            	
              10

            
	 
      	 
      
	
              9.  Claims
      Procedure

            	
              11

            
	 
      	 
      
	
              10.
      Amendment/Termination

            	
              13

            
	 
      	 
      
	
              11.
      Miscellaneous

            	
              13

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      WILLOW
FINANCIAL BANCORP, INC.

      


      AMENDED
AND RESTATED DEFERRED COMPENSATION PLAN

      


      ARTICLE
1

      ESTABLISHMENT
AND PURPOSE OF THE PLAN

      


      1.1           Establishment
of the Plan.
Effective as of October 28, 2008, the Deferred Compensation Plan (the
“Prior Plan”) was amended and restated in its entirety.  The Prior
Plan was adopted effective as of October 1, 2003.  This amended and
restated plan shall be known as the Deferred Compensation Plan (the “Plan”) and
shall in all respects be subject to the provisions set forth
herein.

      


      1.2           Purpose
of the Plan.  The purpose of
the Plan is to provide Non-Employee Directors of Willow Financial Bancorp, Inc.
(formerly known as Willow Grove Bancorp, Inc.) and any successors thereto (the
“Company”) and its Subsidiaries as well as certain members of the senior
management team of the Company and its Subsidiaries with the opportunity to
elect to defer receipt of specified portions of their compensation and to have
such deferred amounts treated as if invested in specified investment
vehicles.  The Plan is intended to be an unfunded plan qualifying as a
“top hat” plan for purposes of Title I of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), and for purposes of the Internal
Revenue Code of 1986, as amended (the “Code”).  The Plan is being
amended and restated in order to comply with the requirements of Section 409A of
the Code and the final regulations issued by the IRS.  No benefits
payable under this Plan shall be deemed to be grandfathered for purposes of
Section 409A of the Code.

       

      ARTICLE
2

      DEFINITIONS

      


      2.1           Definitions.   In addition
to the terms defined in Article 1 above, the following terms used in the Plan
shall have the meanings set forth below:

      


      (a)           “Administrator”
shall mean such person or persons designated pursuant to Section 3.1(b) hereof
to whom the Committee has delegated authority to take action under the Plan,
except as may be otherwise required under Article 9 hereof.

      


      (b)           “Beneficiary”
shall mean any person (which may include trusts and is not limited to one
person) who has been designated by the Participant in his or her most recent
written beneficiary designation form filed with the Company to receive the
benefits specified under the Plan in the event of the Participant’s
death.  If no Beneficiary has been designated or if no designated
Beneficiary survives the Participant’s death, then the Beneficiary shall mean
the Participant’s estate.

      


      (c)           “Bank”
shall mean Willow Financial Bank, a wholly-owned subsidiary of the Company which
was formerly known as Willow Grove Bank, and any successors
thereto.

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      
        (d)           “Change
in Control” shall mean a change in the ownership of the Company or the Bank, a
change in the effective control of the Company or the Bank or a change in the
ownership of a substantial portion of the assets of the Company or the Bank, in
each case as provided under Section 409A of the Code and the regulations
thereunder.

         

        (e)           “Committee”
shall mean the Compensation Committee of the Board of Directors of the
Company.

        


        (f)           “Deferral
Account(s)” shall mean Non-Stock-Denominated Deferral Accounts and
Stock-Denominated Deferral Accounts, singularly or collectively, as
appropriate.  Deferral Accounts will be maintained solely as
bookkeeping entries by the Company to evidence the unfunded obligations of the
Company hereunder.

        


        (g)           “Disability”
shall mean a Participant (i) is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than twelve 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 twelve months, receiving income replacement benefits for a period of not
less than three months under an accident and health plan covering employees of
the Company or the Bank (or would have received such benefits for at least three
months if the Participant had been eligible to participate in such
plan).  The determination of the Board as to Disability shall be
binding on a Participant.

         

        (h)           “Employee”
means any person who is employed by the Company or any of its Subsidiaries,
including employees who may also be directors of the Company or its
Subsidiaries.

        


        (i)           “Exchange
Act” shall mean the Securities Exchange Act of 1934, as
amended.  References to any provision of the Exchange Act or rule
thereunder shall include any successor provisions or rules.

        


        (j)           “Non-Employee
Director” means a member of the Board of Directors of the Company or the Board
of Directors of the Bank or any successor to such entities who is not an
Employee.

        


        (k)           “Non-Stock-Denominated
Deferral Account” shall mean the accounts or sub-accounts established and
maintained by the Company for specified deferrals made by a Participant pursuant
to Article 5 hereof.

        


        (l)           “Participant”
shall mean any Non-Employee Director of the Company or the Bank or any Employee
of the Company or any Subsidiary who is designated by the Company’s Board of
Directors or the Committee as eligible to participate in this Plan and who makes
an election to participate in the Plan.

        


        (m)           “Restricted
Stock Award” shall mean awards granted pursuant to the Company’s 1999, 2002 and
2005 Recognition and Retention Plans or any similar and/or successor
plans.


        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

        (n)           “Retirement”
shall mean a Separation from Service on or after the age of fifty-five
(55).

        


        (o)           “Separation
from Service” shall mean a termination of the Participant’s services (whether as
an employee or as an independent contractor) to the Company and its Subsidiaries
for any reason other than Disability.  Whether a Separation from
Service has occurred shall be determined in
accordance with the requirements of Section 409A of the Code based on
whether the facts and circumstances indicate that the Company, the Bank and the
Participant reasonably anticipated that no further services would be performed
after a certain date or that the level of bona fide services the Participant
would perform after such date (whether as an employee or as an independent
contractor) would permanently decrease to no more than twenty percent (20%) of
the average level of bona fide services performed (whether as an employee or an
independent contractor) over the immediately preceding thirty-six (36) month
period.

         

        (p)           “Specified
Employee” shall mean a key employee as defined in Section 416(i) of the Code
(without regard to Section 416(i)(5) of the Code) and as otherwise defined in
Section 409A of the Code and the regulations thereunder.

         

        (q)           “Stock”
shall mean the common stock, with a par value of $0.01 per share, of the Company
or any other equity securities of the Company designated by the
Committee.

        


        (r)           “Stock-Denominated
Awards” shall mean a Restricted Stock Award or similar type of award which has
been made pursuant to a plan or arrangement which has been approved by the
Company’s shareholders and which is determined by the Committee to be
appropriate for deferral under the terms of this Plan.

        


        (s)           “Stock-Denominated
Deferral Account” shall mean the accounts or sub-accounts established and
maintained by the Company for specified deferrals made by a Participant pursuant
to Article 6 hereof.

        


        (t)           “Subsidiary”
or “Subsidiaries” means the Bank and any of the subsidiaries of the Company or
the Bank which, with the consent of the Board of Directors of the Company, agree
to participate in this Plan.

        


        (u)           “Trust”
shall mean the trust or trusts established by the Company pursuant to Articles 5
and 6 hereof.

        


        (v)           “Trustee(s)”
shall mean the trustee(s) of the Trust(s).

        


        (w)           “Trust
Agreement” shall mean the agreement(s) entered into between the Company and the
Trustee(s), as amended or restated from time to time.

        


        (x)           “Valuation
Date” shall mean the close of business on the last business day of each calendar
quarter; provided however, that in the case of a Separation from Service or
Disability, the Valuation Date shall mean the close of business on the last
business day of the month preceding the date on which a payment is made, and in
the case of a Change in Control, the Valuation Date shall be the effective date
of such Change in Control.

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

        (y)           “Unforeseeable
Emergency” shall mean a severe financial hardship to the Participant resulting
from (1) an illness or accident of the Participant, the Participant's spouse, or
a dependent of the Participant (within the meaning of Section 152(a) of the
Code), (2) a loss of the Participant's property due to casualty, or (3) other
extraordinary and unforeseeable circumstances arising as a result of events
beyond the control of the Participant.  The amount of such
distribution may not exceed the amounts necessary to satisfy the
emergency.  The circumstances that will constitute an “Unforeseeable
Emergency” will depend on the facts of each case, but, in any case, payment may
not be made in the event that such hardship is or may be relieved:

         

        (1)           through
reimbursement or compensation by insurance or otherwise;

         

        (2)           by
liquidation of the Participant’s assets, to the extent that liquidation of such
assets would not itself cause severe financial hardship; or

         

        (3)           by
cessation of deferrals under the Plan.

         

        


        ARTICLE
3

        ADMINISTRATION

        


        3.1           Committee;
Duties.

        


        (a)           Committee
Authority.  The Committee shall administer the Plan in
accordance with its terms and shall have all powers necessary to accomplish such
purpose, including the power and authority to construe and interpret the Plan,
to define the terms used herein, to prescribe, amend and rescind rules and
regulations, agreements, forms and notices relating to the administration of the
Plan, and to make all other determinations necessary or advisable for the
administration of the Plan.

        


        (b)           Delegation of Duties;
Powers.  The Committee may delegate its duties and
responsibilities hereunder, as it deems reasonable and appropriate, to the
Administrator.  If an Administrator is appointed by the Committee,
such Administrator shall serve at the will of, and may be removed (with or
without cause) by the Committee.  Any actions of the Committee or the
Administrator with respect to the Plan shall be conclusive and binding upon all
persons interested in the Plan, except that any action of the Administrator will
not be binding on the Committee.  The Committee and the Administrator
may each appoint agents and delegate thereto powers and duties under the Plan,
except as otherwise limited by the Plan.

        


        (c)           Limitation of
Liability.  Each member of the Committee and the Administrator
shall be entitled to, in good faith, rely or act upon any report or other
information furnished to him or her by any officer or other employee of the
Company or any Subsidiary, the Company’s independent public accountants or any
compensation consultant, legal counsel, or other professional retained by the
Company to assist in the administration of the Plan.  To the maximum
extent permitted by law, no member of the Committee or the Administrator, nor
any person to whom ministerial duties have been delegated, shall be liable to
any person for any action taken or omitted in connection with the interpretation
and administration of the Plan.  To the maximum extent permitted by
law, the Company shall indemnify the members of the Committee and the
Administrator against any and all claims, losses, damages, expenses, including
any counsel fees and costs incurred by them, and any liability, including any
amounts paid in settlement with the Company’s approval, arising from their
action or failure to act.

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

        3.2           Selection
of Participants.  The Administrator
will notify each person of his or her eligibility to participate and the extent
to which such person can participate in the Plan within ten (10) days of the
Committee’s designation that such person is so eligible to participate in the
Plan.

        


        ARTICLE
4

        DEFERRAL
ACCOUNTS

        


        4.1           Enrollment
Requirements; Deferral Accounts.  Each Participant
shall complete, execute and return to the Committee a deferral election and
beneficiary designation form prior to the election deadlines set forth in
Section 4.2 below.  The Company shall establish a Deferral Account for
each Participant which shall be administered pursuant to the terms and
provisions of this Plan.

        


        4.2           Timing of Deferral
Elections.

        


        (a)           Generally.  An
election to defer compensation or awards hereunder must be received by the
Administrator prior to the date specified in this Section 4.2 of the
Plan.  Any elections to defer (i) salary, director’s fees, cash
compensation and annual incentive awards must be made on or prior to the
December 31st
preceding the calendar year in which such income shall be earned, subject to the
exception provided in Section 4.2(b) of the Plan, and (ii) Stock-Denominated
Awards must be made on or prior to the December 31st
preceding the calendar year in which the restricted stock awards
vest.

        


        (b)           New
Participant.  Notwithstanding anything in the Plan to the
contrary, in the case of the first year in which a Participant becomes eligible
to participate in the Plan, elections to defer compensation or awards hereunder
may be made within 30 days of the date a Participant first becomes eligible to
participate in this Plan with respect to services to be performed subsequent to
the election, with such election in each case to be effective as of the
immediately following payroll period of the Company.  Under no
circumstances may a Participant defer compensation or awards to which the
Participant has already attained, at the time of deferral, a legally enforceable
right to receive such compensation or awards.

        


        (c)           Non-Stock and
Stock-Denominated Deferrals.  With the consent of the
Committee, a Participant may elect to defer otherwise taxable compensation, fees
or awards which may be in the form of cash or Stock to be received from the
Company or a Subsidiary, including salary, director’s fees, annual incentive
awards and taxable compensation payable under other plans and programs,
employment agreements or other arrangements or as designated by the Committee;
provided; however, that a Participant who is an Employee may only defer, with
respect to a given year, receipt of only that portion of the Participant’s
income that exceeds the FICA maximum taxable wage base plus the amount necessary
to satisfy Medicare and all other payroll taxes (other than federal, state or
local income tax withholding) imposed on the wages of such Participant from the
Company and its Subsidiaries.  In addition to such limitation, the
Committee may impose limitations on the amounts permitted to be deferred and
other terms and conditions of deferral under this Plan.  Any such
limitations, and other terms and conditions of deferral, shall be set forth in
the rules relating to this Plan, or election forms, or other forms or
instructions approved by the Committee and/or the Administrator.

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

        (d)           Subsequent Deferral
Elections.  A Participant may not elect to change his or her
deferral election that is in effect for a calendar year.  The
Committee and/or Administrator may, in its discretion, permit a Participant to
change his or her deferral election for a subsequent calendar year, provided
that the subsequent deferral election is made on or prior to the December
31st
preceding the calendar year in which such income shall be earned.

        


        4.3           Prior
Payment Elections.  At the time of a
Participant’s initial deferral election, such Participant shall also elect the
number of installments (but not to exceed ten (10) annual installment payments)
in which the settlement of his or her Deferral Account shall be
completed.  Any payment elections made by a Participant before January
1, 2005 shall continue in effect until such time as the Participant makes a
subsequent payment election pursuant to Section 4.4 below and such payment
election becomes effective as set forth below.  If no payment election
was previously made, then the current payment election shall be deemed to be ten
(10) annual installment payments.

        


        4.4           Transitional
Elections Prior to 2009.  On or before December 31, 2008, if
the Participant wishes to change his payment election, the Participant may do so
by completing a payment election form approved by the Company, provided that any
such election (i) must be made at least 12 months before the date on which
benefit payments due to a Separation from Service or upon a fixed date are
scheduled to commence, (ii) must be made before the Participant has a Separation
from Service or a termination of employment or service due to Disability,
(iii) shall not take effect before the date that is 12 months after
the date the election is made and accepted by the Company with respect to
payments to be made due to a Separation from Service or upon a fixed date, (iv)
does not cause a payment that would otherwise be made in the year of the
election to be delayed to a later year, and (v) does not accelerate into the
year in which the election is made a payment that is otherwise scheduled to be
made in a later year.

        


        4.5           No
Changes in Payment Elections After 2008.  No Participant shall
be permitted to change his payment election on or after January 1,
2009.

        


        ARTICLE
5

        NON-STOCK
DENOMINATED AWARDS

        


        5.1           Deferral
Accounts For Non-Stock-Denominated Awards. The following provisions
will apply to Deferral Accounts other than those established under Article
6:

        


        (a)           Establishment; Crediting of
Amounts Deferred.  A  Non-Stock-Denominated Deferral
Account will be established for each Participant for any deferrals made by a
Participant hereunder.  The amount of compensation or awards deferred
with respect to each Non-Stock-Denominated Deferral Account will be credited to
such account as of the date on which such amounts would have been paid to the
Participant but for deferral hereunder.  Amounts credited to a
Non-Stock-Denominated Deferral Account shall be deemed to be invested in such
hypothetical investment vehicles as selected by the Participant from the list
authorized by the Committee pursuant to Section 5.1(b) hereof.  The
amounts of hypothetical income and appreciation and depreciation in the value of
such accounts will be credited and debited to such accounts from time to
time.  Unless otherwise determined by the Committee, amounts credited
to a Non-Stock-Denominated Deferral Account shall be deemed invested in such
hypothetical investment vehicles within fifteen (15) business days following the
month-end in which the deferral occurs.

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

        (b)           Hypothetical Investment
Vehicles.  The Committee shall establish one or more
hypothetical investment vehicles under this Plan and may add to or change or
discontinue any hypothetical investment vehicle included in the list of
available hypothetical investment vehicles in its absolute discretion, provided,
however, that the list of hypothetical investment vehicles for the Non-Stock
Denominated Deferral Account shall not include any investment or hypothetical
investment in the Company’s Stock.

        


        (c)           Allocation and Reallocation
of Hypothetical Investments.  A Participant may allocate
amounts credited to his or her Non-Stock-Denominated Deferral Account to one or
more of the hypothetical investment vehicles authorized under the
Plan.  Subject to the rules established by the Administrator, a
Participant may reallocate amounts credited to his or her Non-Stock-Denominated
Deferral Account (to be effective as of the Valuation Date immediately following
the Participant’s election) to one or more of such hypothetical investment
vehicles, by filing with the Administrator a notice,  in such form as
may be specified by the Administrator.  The Committee or Administrator
may restrict allocations or reallocations by specified Participants into or out
of specified investment vehicles or specify minimum amounts that may be
allocated or reallocated by Participants; however, any such allocation or
reallocation shall be made in accordance with all applicable provisions of the
Exchange Act and the regulations promulgated thereunder, including but not
limited to, Section 16(b) and the regulations thereunder.

        


        (d)           Investment
Return.  In order to simulate an investment return for the
amounts held in each Participant’s Non-Stock-Denominated Deferral Account, the
account balance shall be reduced for the reasonable transaction costs associated
with the Participant’s investment directions and be adjusted to recognize the
hypothetical income, appreciation and depreciation generated by the hypothetical
investments that the Non-Stock-Denominated Deferral Account is deemed to be
invested in.

        


        (e)           Trusts.  The
Committee may, in its discretion, establish one or more Trusts and deposit
therein amounts of cash, Stock, or other property not exceeding the amount of
the Company’s obligations with respect to the Participants’
Non-Stock-Denominated Deferral Account established under Article 5
hereof.


        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

        ARTICLE
6

        STOCK-DENOMINATED
AWARDS

        


        6.1           Deferral
Accounts For Stock-Denominated Awards.  The following
provisions will apply to Deferral Accounts other than those established under
Article 5:

        


        (a)           Establishment.  Subject
to any terms and conditions imposed by the Committee, Participants may elect to
defer, under the Plan, amounts which would otherwise be taxable income of a
Participant as a result of the exercise, earning, vesting, or such similar event
with respect to Stock-Denominated Awards.  In connection with such
deferral of a Stock-Denominated Award, a Stock-Denominated Deferral Account
shall be established for such Participant.  On terms determined by the
Committee, the Stock-Denominated Deferral Account will, as of the date that
taxable income from a Stock-Denominated Award would otherwise be recognized by a
Participant,  be credited with a number of share units corresponding
to the number of shares of Stock represented in the amount of Stock-Denominated
Award being deferred hereunder.  With respect to any fractional
shares, the Committee or the Administrator may pay such fractional shares to the
Participant in cash or credit the Participant’s Non-Stock-Denominated Deferral
Account with such amount in lieu of depositing such fractional shares into the
Stock-Denominated Deferral Account.

        


        (b)           Investment
Return.  Hypothetical appreciation and depreciation in the
value of the Stock-Denominated Deferral Account shall be equal to the actual
appreciation and depreciation of the Stock.  Cash dividends and
distributions with respect to share units in the Stock-Denominated Deferral
Account shall be credited to a Participant’s Stock-Denominated Deferral Account
in the form of additional share units.

        


        (c)           Allocation of Hypothetical
Investment.  Stock-Denominated Awards deferred pursuant to this
Article 6 shall continuously be deemed invested in Stock share units
until  settlement of the Stock-Denominated Deferral Account pursuant
to Article 7 hereof, and the Participant shall not be entitled to reallocate
Stock-denominated deferrals into any other hypothetical
investments.

        


        (d)           Trusts.  The
Committee may, in its discretion, establish one or more Trusts (including
sub-accounts under such Trusts), and deposit therein amounts of cash, Stock, or
other property not exceeding the amount of the Company’s obligations with
respect to the Participants’ Stock-Denominated Deferral Accounts established
under Article 6.

        


        (e)           Voting of Plan
Shares.  Stock-Denominated Awards deferred under the Plan shall
be voted by the Trustee in its discretion giving consideration to, among other
factors, any instructions which the Trustee may have received from a
Participant.

        


        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

        ARTICLE
7

        PAYMENT
OF DEFERRAL ACCOUNTS

        


        7.1           Payment
Events.

         

        (a)           Payment Events Elected by
Participants.  Each Participant
shall be entitled to payment of his or her Deferral Account(s) as of the
earliest to occur of the following events selected by a Participant on his
deferral election form (hereinafter “Participant Elected Event”), unless one of
the events specified in Section 7.1(b) or (c) occurs first:

         

        
          	
                        
      (i)  

                	
                  Retirement
      (as defined in Section 2.1(n)
above),

                


        

         

              
  (ii)   Disability
(as defined in Section 2.1(g) above), or

         

        
          	
                           (iii)  

                	
                  In-service
      distribution on one or more fixed dates as specified on a deferral
      election form.

                


        

         

        (b)           Occurrence of Unforeseeable
Emergency.  In addition to the above Participant Elected
Events, the Committee may, in its sole and absolute discretion, allow a
Participant to withdraw amounts from his/her Deferral Account(s) upon the
occurrence of an Unforeseeable Emergency, as defined in Section 2.1(y) of this
Plan.  A Participant may request a distribution due to an
Unforeseeable Emergency by submitting a written request to the Committee
accompanied by evidence to demonstrate that the circumstances being experienced
qualify as an Unforeseeable Emergency.  Any withdrawal approved by the
Committee shall not exceed the amount necessary to meet the Unforeseeable
Emergency.

        


        (c)           Automatic Lump Sum
Distributions.  Notwithstanding anything in the Plan or any
prior Participant election to the contrary, payments in settlement of a Deferral
Account shall be made in a single lump sum payment following the occurrence of
any of the following events, even if a Participant had elected to receive one or
more installment payments upon any of the Participant Elected Events specified
in Section 7.1(a) above:

        


        
          	
                   
      

                	
                  (i)

                	
                  if
      a Participant has a Separation from Service for any reason other than
      Retirement or Disability, such Participant’s Deferral Account(s) shall be
      paid in a single lump payment within fifteen (15) business days following
      the occurrence of such Separation from Service, except that if the
      Participant is deemed to be a Specified Employee at the time of such
      Separation from Service, then the lump sum payment shall be made on the
      first day of the month following the lapse of six months after the
      Separation from Service, and

                


        

        


        
          	
                   
      

                	
                  (ii)

                	
                  if
      a Change in Control occurs, then each Participant’s Deferral Account(s)
      shall be paid in a single lump sum payment within fifteen (15) business
      days following the occurrence of such Change in
  Control.

                


        

        


        (d)           Payment
Events.  Each of the events specified in Sections 7.1(a), (b)
and (c) above is herein referred to as a “Payment Event,” and all of such events
are collectively referred to herein as “Payment Events.”

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

        7.2           Form of
Payment.  Upon
initially electing to participate in the Plan, a Participant shall also select
on a deferral election form, the form in which his non-Stock-Denominated
Deferral Account is to be paid to him/her following a Payment
Event.  The Company shall settle a Participant’s Deferral Account, and
discharge all of its obligations to pay deferred compensation under the Plan
with respect to such Deferral Account, as follows: (i) by payment of cash or, at
the Participant’s election, in the form of the securities underlying the
hypothetical investment vehicle(s) established under Article 5 for amounts
credited to a Non-Stock-Denominated Deferral Account; and (ii) by delivery of
Stock for Stock-Denominated Awards.  If a Participant does not select
the form of payment of his Non-Stock-Denominated Deferral Account, then such
account shall be paid in cash,

         

        7.3           Timing of
Payments.  Within
sixty (60) days after the occurrence of a Payment Event, the Company shall
commence payment to the Participant or the Participant’s designated Beneficiary
or legal representative, as the case may be, of the Participant’s Deferral
Account, except as set forth below.  The Deferral Account shall be
paid in the form specified pursuant to 7.2 above. Notwithstanding
anything in the Plan to the contrary, if a Participant is deemed to be a
Specified Employee at the time of Retirement, then any payments made on account
of Retirement will be made or will commence on the first day of the month
following the lapse of six (6) months after the date of the Retirement (or, if
earlier, upon the death of a Participant following the date of
Retirement).  If payments are to made in the form of annual
installments and are delayed as set forth in the preceding sentence, then (a)
the number of annual installments shall remain the same, (b) the amount of the
annual payments shall be calculated based on the commencement date being the
first day of the month following the lapse of six months after the date of the
Retirement, and (c) the annual payments shall be paid commencing as of the date
set forth in the preceding sentence.

         

               
 7.4           Amount of
Each Annual Installment.  The dollar amount of each annual
installment paid to a Participant or his or her Beneficiaries shall be
determined by multiplying the value of the Participant’s Deferral Account as of
the close of business on the Valuation Date preceding such payment by a
fraction.  The numerator of the fraction shall in all cases be one,
and the denominator of the fraction shall be the number of annual installments
remaining to be paid to the Participant or his or her Beneficiaries, including
the annual installment for which the calculation is being made. For example, if
a Participant elected to receive 10 annual installments, the amount of the first
annual installment shall be 1/10th of the
Participant’s Deferral Account, the second annual installment shall be 1/9th of the
then remaining Deferral Account, and so on.

         

        ARTICLE
8

        SECTION
16 OF THE EXCHANGE ACT

        


        8.1           Compliance
with Section 16.  With respect to a Participant who is then
subject to the reporting requirements of Section 16(a) of the Exchange
Act:

        


        
          	
                   
      

                	
                  (a)

                	
                  Any
      function of the Committee under the Plan relating to such Participant
      shall be performed solely by the Committee if and to the extent required
      to ensure the availability of an exemption under Rule 16b-3 or exclusion
      under Rule 16a-1(c) for such Participant with respect to the
      Plan.

                


        

      

    

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
      
        
          	
                   
      

                	
                  (b)

                	
                  Participants
      may not reallocate amounts credited to any Stock-Denominated Deferral
      Account established pursuant to Article 6
  hereof.

                


        

        


        
          	
                   
      

                	
                  (c)

                	
                  To
      the extent necessary so that transactions by and the rights of such a
      Participant under the Plan are excluded from reporting under Rule 16a-1(c)
      (unless acknowledged by the Participant in writing with respect to a
      specified transaction not to be excluded), if any provision of this Plan
      or any rule, election form or other form, or instruction does not comply
      with the requirements of such rule as then applicable to such transaction
      or right under the Plan, such provision shall be construed or deemed
      amended to the extent necessary to conform to such
      requirements.

                


        

        


        
          	
                   
      

                	
                  (d)

                	
                  To
      the extent any transaction is not excluded from reporting under Rule
      16a-1(c), the Administrator shall provide such information to the
      Participant that is required for the Participant’s compliance with Rule
      16a-3(g)(1) within the applicable time
periods.

                


        

        


        ARTICLE
9

        CLAIMS
PROCEDURE

        


        9.1           Scope of
Claims Procedures.  This Article 9 is based on final
regulations issued by the Department of Labor and published in the Federal
Register on November 21, 2000 and codified at 29 C.F.R. Section
2560.503-1.  If any provision of this Article 9 conflicts with the
requirements of those regulations, the requirements of those regulations will
prevail.

        


        9.2           Initial
Claim.  The Participant or any Beneficiary who believes he or
she is entitled to any benefit under the Plan (a “Claimant”) may file a claim
with the Company within one hundred eighty (180) days of the date on which the
event that caused the claim to arise occurred.  The Company shall
review the claim itself or appoint an individual or an entity to review the
claim.

        


        (a)   Initial
Decision.  The Claimant shall be notified within ninety (90)
days after the claim is filed whether the claim is allowed or denied, unless the
Claimant receives written notice from the Company or appointee of the Company
prior to the end of the ninety (90) day period stating that special
circumstances require an extension of the time for decision, with such extension
not to extend beyond the day which is one hundred eighty (180) days after the
day the claim is filed.

        


        (b)   Manner and Content of Denial
of Initial Claims.  If the Company denies a claim, it must
provide to the Claimant, in writing or by electronic communication:

        


        
          	
                  (i)    
        

                	
                  The
      specific reasons for the denial;

                


        

        


        
          	
                  (ii)    
       

                	
                  A
      reference to the provision of the Plan upon which the denial is
      based;

                


        

        


        
          	
                  (iii)     

                	
                  A
      description of any additional information or material that the Claimant
      must provide in order to perfect the
claim;

                


        

        


        
          	
                  (iv)  
       

                	
                  An
      explanation of why such additional material or information is
      necessary;

                


        

        


        
          	
                  (v)   
        

                	
                  Notice
      that the Claimant has a right to request a review of the claim denial and
      information on the steps to be taken if the Claimant wishes to request a
      review of the claim denial; and

                


        

        


        
          	
                  (vi)  
        

                	
                  A
      statement of the Claimant’s right to bring a civil action under Section
      502(a) of ERISA, following a denial on review of the initial
      denial.

                


        

      

    

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    9.3           Review
Procedures.

    


    (a)   Request For
Review.  A request for review of a denied claim must be made in
writing to the Company within sixty (60) days after receiving notice of
denial.  The decision upon review will be made within sixty (60) days
after the Company’s receipt of a request for review, unless special
circumstances require an extension of time for processing, in which case a
decision will be rendered not later than one hundred twenty (120) days after
receipt of a request for review.  A notice of such an extension must
be provided to the Claimant within the initial sixty (60) day period and must
explain the special circumstances and provide an expected date of
decision.

    


    The reviewer shall afford the Claimant
an opportunity to review and receive, without charge, all relevant documents,
information and records and to submit issues and comments in writing to the
Company.  The reviewer shall take into account all comments,
documents, records and other information submitted by the Claimant relating to
the claim regardless of whether the information was submitted or considered in
the initial benefit determination.

    


    (b)   Manner and Content of Notice
of Decision on Review.  Upon completion of its review of an
adverse claim determination, the Company will give the Claimant, in writing or
by electronic notification, a notice containing:

    


    
      	 	
              (i)  

            	
              its
      decision;

            


    

    


    
      	 	
              (ii)  

            	
              the
      specific reasons for the decision;

            


    

    


    
      	 	
              (iii)  

            	
              the
      relevant provisions of this Plan on which its decision is
      based;

            


    

    


    
      	 	
              (iv)  

            	
              a
      statement that the Claimant is entitled to receive, upon request and
      without charge, reasonable access to, and copies of, all documents,
      records and other information in the Company’s files which is relevant (as
      defined in applicable ERISA regulations) to the Claimant’s claim for
      benefits;

            


    

    


    
      	 	
              (v)  

            	
              a
      statement describing the Claimant’s right to bring an action for judicial
      review under Section 502(a) of ERISA;
and

            


    

    


    
      	 	
              (vi)  

            	
              if
      an internal rule, guideline, protocol or other similar criterion was
      relied upon in making the adverse determination on review, a statement
      that a copy of the rule, guideline, protocol or other similar criterion
      will be provided without charge to the Claimant upon
    request.

            


    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
      9.4           Calculation
of Time Periods.  For purposes of the time periods specified in
this Article, the period of time during which a benefit determination is
required to be made begins at the time a claim is filed in accordance with the
procedures of this Plan without regard to whether all the information necessary
to make a decision accompanies the claim.  If a period of time is
extended due to a Claimant’s failure to submit all information necessary, the
period for making the determination shall be tolled from the date the
notification is sent to the Claimant until the date the Claimant
responds.

       

    

    ARTICLE
10

    AMENDMENT/TERMINATION

    


    
      10.1           General.  The
Board may at any time and from time to time amend, suspend or terminate this
Plan or the Participant’s participation therein; provided, however, that no
amendment, suspension or termination may materially or adversely affect the
rights of a Participant (or, in the case of the Participant’s death, his
Beneficiary or estate) to receive payment of amounts credited to such
Participant’s Deferral Account(s) prior to the effective date of such amendment,
suspension or termination.  Notwithstanding anything in the Plan to
the contrary, the Board may amend in good faith any terms of the Plan, including
retroactively, in order to comply with Section 409A of the Code.

      


      10.2           Termination.  Under
no circumstances may the Plan permit the acceleration of the time or form of any
payment under the Plan prior to the Payment Events specified
herein.

       

    

    ARTICLE
11

    MISCELLANEOUS

    


    11.1           Statements.     The
Administrator will furnish statements to each Participant reflecting the amount
credited to a Participant’s Deferral Account(s) and the transactions therein not
less frequently than once each calendar year.

    


    11.2           Sources
of Stock:  Limitation on Amount of Stock-Denominated
Deferrals.              
 If Stock is deposited under the Plan in a Trust pursuant to Article 6
hereof, in connection with a deferral of a Stock-Denominated Award under another
plan, program or arrangement that provides for the issuance of Stock, then the
Stock so deposited shall be deemed to have originated from and shall be counted
against the number of shares reserved under such other plan, program or
arrangement.

    


    
      	
               
      

            	
              11.3

            	
              General
      Provisions.

            


    

    


    (a)           Limits on Transfer of
Awards.  Other than by will or the laws of descent and
distribution, no right, title or interest of any kind in the Plan shall be
transferable or assignable by a Participant or his or her Beneficiary or be
subject to alienation, anticipation, encumbrance, garnishment, attachment, levy,
execution or other legal or equitable process, nor subject to the debts,
contracts, liabilities or torts of any Participant or his or her
Beneficiary.  Any attempt to alienate, sell, transfer, assign, pledge,
garnish, attach or take any other action subject to legal or equitable process
or encumber or dispose of any interest in the Plan shall be
void.


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    (b)           Receipt and
Release.  Payments (in any form) to any Participant or
Beneficiary in accordance with the provisions of the Plan shall, to the extent
thereof, be in full satisfaction of all claims for the compensation or awards
deferred and relating to the Deferral Account(s) to which the payments relate
against the Company or any Subsidiary thereof, the Committee, or the
Administrator. The Committee or the Administrator may require a Participant or
Beneficiary, as a condition to a payment, to execute a receipt and release to
such effect.

    


    (c)           Unfunded Status of Awards;
Creation of Trusts.  The Plan is intended to constitute an
“unfunded” plan for deferred compensation and Participants shall rely solely on
the unsecured promise of the Company for payment hereunder.  With
respect to any payment not yet made to a Participant under the Plan, nothing
contained in the Plan shall give a Participant any rights greater than those of
a general unsecured creditor of the Company; provided however, that nothing
herein shall restrict or prohibit the Committee from authorizing the creation of
Trusts, including but not limited to the Trusts referred to in Articles 5 and 6
hereof, or make other arrangements to meet the Company’s obligations under the
Plan, which Trusts and/or other arrangements shall be consistent with the
“unfunded” status of the Plan, unless the Committee otherwise determines with
the consent of each affected Participant.

    


    (d)           Compliance.           
The Company shall impose such restrictions on Stock delivered to a Participant
hereunder and any other interest constituting a security as it may deem
advisable in order to comply with the Securities Act of 1933, as amended, the
requirements of the Exchange Act, the requirements of the Nasdaq Global Market
or any other stock exchange or automated quotation system upon which the Stock
is then listed or quoted, any state securities laws applicable to such a
transfer, any provisions of the Company’s Articles of Incorporation or Bylaws,
or any other law, regulation or binding contract to which the Company is a
party.

    


    (e)           Other Participant
Rights.  No Participant shall have any of the rights or
privileges of a stockholder of the Company (including voting rights) under the
Plan, including as a result of crediting of Stock equivalents or other amounts
to a Deferral Account, or the creation of any Trust and the deposit of such
Stock thereof, except at such time as Stock may be actually delivered in
settlement of a Deferral Account.  No provision of the Plan or
transaction hereunder shall confer upon any Participant any right to be employed
by the Company or a Subsidiary thereof, or to interfere in any way with the
right of the Company or a Subsidiary to increase or decrease the amount of any
compensation payable to such Participant.  Subject to the limitations
set forth in Section 11.3 hereof, the Plan shall inure to the benefit of, and be
binding upon, the parties hereto and their successors and assigns.

    


    (f)           Tax
Withholding.  The Company and any Subsidiary shall have the
right to deduct from amounts otherwise payable in settlement of a Deferral
Account any sums that federal, state, local or foreign tax law requires to be
withheld with respect to such payment.  Stock or other property may be
withheld to satisfy such obligations in any case where taxation would be imposed
upon delivery of such Stock and other property.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    (g)           Payment of Legal
Fees.  All reasonable legal fees and costs paid or incurred by
a Participant pursuant to any dispute or question or interpretation relating to
this Plan shall be paid or reimbursed by the Company if the Participant is
successful on the merits pursuant to a legal judgment, arbitration or
settlement.

    


    (h)           Governing
Law.  The validity, construction, and effect of the Plan and
any rules and regulations relating to the Plan shall be determined in accordance
with the laws of the Commonwealth of Pennsylvania, without giving effect to
principles of conflicts of laws, and applicable provisions of federal
law.

    


    (i)           Limitation.  A
Participant and his or her Beneficiary shall assume all risk in connection with
any decrease in the value of his or her Deferral Account(s), and neither the
Company, the Committee nor the Administrator shall be liable or responsible
therefor.

    


    (j)           Construction.  The
captions and numbers preceding the sections of the Plan are included solely as a
matter of convenience of reference and are not to be taken as limiting or
extending the meaning of any of the terms and provisions of the
Plan.  Whenever appropriate, words used in the singular shall include
the plural or the plural may be read as the singular.

    


    (k)           Severability.  In
the event that any provision of the Plan shall be declared illegal or invalid
for any reason, said illegality or invalidity shall not affect the remaining
provisions of the Plan but shall be fully severable, and the Plan shall be
construed and enforced as if said illegal or invalid provision had never been
inserted herein.

    


    (l)           Status.  The
establishment and maintenance of, or allocations and credits to, the Deferral
Account(s) of any Participant shall not vest in any Participant any right, title
or interest in and to any Plan assets or benefits except at the time or times
and upon the terms and conditions and to the extent expressly set forth in the
Plan and in accordance with the terms of the Trust.

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    IN
WITNESS WHEREOF, Willow Financial Bancorp, Inc. has adopted this amended and
restated Plan as of the 28th day of October 2008.

     

     

    
      
        	 
      	
                WILLOW
      FINANCIAL BANCORP, INC.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                 

              	
                By:

              	
                /s/
      Donna M. Coughey

              
	 
      	 
      	
                Donna
      M. Coughey

              
	 
      	 
      	
                President
      and Chief Executive Officer

              
	 	 	 


      

    

    16