exhibit104-102908.htm


     

    
      

      

    

    
      EXHIBIT
10.4

      WILLOW
FINANCIAL BANCORP, INC.

      


      AMENDED
AND RESTATED 2005 RECOGNITION

      AND
RETENTION PLAN AND TRUST AGREEMENT

      


      


      ARTICLE
I

      ESTABLISHMENT
OF THE PLAN AND TRUST

      


      1.01           Willow
Financial Bancorp, Inc. (formerly known as “Willow Grove Bancorp, Inc.”) (the
“Corporation”) hereby amends and restates its 2005 Recognition and Retention
Plan (the “Plan”) and Trust (the “Trust”) upon the terms and conditions
hereinafter stated in this amended and restated 2005 Recognition and Retention
Plan and Trust Agreement (the “Agreement”), with the amendment and restatement
effective as of October 28, 2008.

      


      1.02           The
Trustee hereby accepts this Trust and agrees to hold the Trust assets existing
on the date of this Agreement and all additions and accretions thereto upon the
terms and conditions hereinafter stated.

      


      ARTICLE
II

      PURPOSE
OF THE PLAN

      


      The purpose of the Plan is to (i)
retain personnel of experience and ability in key positions by providing
Employees and Non-Employee Directors with a proprietary interest in the
Corporation and its Subsidiary Companies as compensation for their contributions
to the Corporation and the Subsidiary Companies and as an incentive to make such
contributions in the future,
and (ii) replace certain cash based benefit plans previously provided by
the Corporation to Officers and Non-Employee Directors.  Each
Recipient of a Plan Share Award hereunder is advised to consult with his or her
personal tax advisor with respect to the tax consequences under federal, state,
local and other tax laws of the receipt of a Plan Share Award
hereunder.

      


      ARTICLE
III

      DEFINITIONS

      


      The following words and phrases when
used in this Agreement 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           “Advisory
Director” means a person appointed to serve as an advisory or emeritus director
by the Board of either the Corporation or the Bank or the successors
thereto.

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3.02           “Bank”
means Willow Financial Bank (formerly known as “Willow Grove Bank”), the wholly
owned subsidiary of the Corporation.

      


      3.03           “Beneficiary”
means the person or persons designated by a Recipient to receive any benefits
payable under the Plan in the event of such Recipient’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 Recipient’s surviving spouse, if any, or if none, his
or her estate.

      


      3.04           “Board”
means the Board of Directors of the Corporation.

      


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

      


      3.06           “Code”
means the Internal Revenue Code of 1986, as amended.

      


      3.07           “Committee”
means the committee appointed by the Board pursuant to Article IV
hereof.

      


      3.08           “Common
Stock” means shares of the common stock, $0.01 par value per share, of the
Corporation.

      


      3.09           “Director”
means a member of the Board of Directors of the Corporation or a Subsidiary
Company or any successors thereto, including Non-Employee Directors as well as
Officers and Employees serving as Directors.

      


      3.10           “Director
Emeritus” and “Advisory Director” mean a person appointed to serve in such
capacity by the Board of either the Corporation or the Bank or the successors
thereto.

      


      3.11           “Disability”
means the Recipient (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).

      


      3.12           “Effective
Date” means the day upon which the Board originally adopted this Plan, which was
September 27, 2005.

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      3.13           “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.

      


      3.14           “Employer
Group” means the Corporation and any Subsidiary Company which, with the consent
of the Board, agrees to participate in the Plan.

      


      3.15           “Exchange
Act” means the Securities Exchange Act of 1934, as amended.

      


      3.16           “Non-Employee
Director” means a member of the Board (including advisory boards, if any) of the
Corporation or any Subsidiary Company or any successor thereto, including an
Advisory Director of the Board of the Corporation and/or any Subsidiary Company
or a former Officer or Employee of the Corporation and/or any Subsidiary Company
serving as a Director, Advisory Director or Director Emeritus who is not an
Officer or Employee of the Corporation or any Subsidiary Company.

      


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

      


      3.18           “Plan
Shares” or “Shares” means shares of Common Stock which may be distributed to a
Recipient pursuant to the Plan.

      


      3.19           “Plan
Share Award” or “Award” means a right granted under this Plan to receive a
distribution of Plan Shares upon completion of the service requirements
described in Article VII hereof.

      


      3.20           “Recipient”
means an Employee or Non-Employee Director or former Employee or Non-Employee
Director who receives a Plan Share Award under the Plan.

      


      3.21           “Retirement”
means:

      


      (a)           A
voluntary termination of employment after the later of (i) the one-year
anniversary of the date a Plan Share Award is granted or (ii) reaching 65 years
of age; provided, however, that the provisions of this subsection (a) will not
apply as long as a Recipient continues to serve as a Non-Employee
Director.

      


      (b)           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 (including service as an Advisory Director to the Corporation
or any Subsidiary Company) after the later of (i) the one-year anniversary of
the date a Plan Share Award is granted or (ii) reaching 62 years of
age.

      


      3.21           “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 the granting of the Plan Share Award in
question.

      
        
          
          

        

        
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      3.22           “Trustee”
means such firm, entity or persons approved by the Board to hold legal title to
the Plan and the Plan assets for the purposes set forth herein.

      


      ARTICLE
IV

      ADMINISTRATION
OF THE PLAN

      


      4.01           Duties of
the Committee.  The Plan shall be administered and interpreted
by the Committee, which shall consist of the Compensation Committee of the Board
or, if there is no Compensation Committee, 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.  Each member of the Committee shall be an
“independent director” as such term is defined in Rule 4200(a)(15) of the
Marketplace Rules of the Nasdaq Stock Market.  The Committee shall
have all of the powers allocated to it in this and other Sections of the
Plan.  The interpretation and construction by the Committee of any
provisions of the Plan or of any Plan Share Award granted hereunder shall be
final and binding in the absence of action by the Board.  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.  The Committee shall
report its actions and decisions with respect to the Plan to the Board at
appropriate times, but in no event less than once per calendar
year.

      


      4.02           Role of
the Board.  The members of the Committee and the Trustee shall
be appointed or approved by, and will serve at the pleasure of, the
Board.  The Board may in its discretion from time to time remove
members from, or add members to, the Committee, and may remove or replace the
Trustee, provided that any directors who are selected as members of the
Committee shall be Non-Employee Directors.

      


      4.03           Revocation
for Misconduct.  Notwithstanding anything to the contrary
herein, the Board or the Committee may by resolution immediately revoke, rescind
and terminate any Plan Share Award, 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.  Unvested Plan
Share Awards to a Non-Employee Director who is removed for cause pursuant to the
Corporation’s Articles of Incorporation or Bylaws or the Bank’s Articles of
Incorporation or Bylaws or the constituent documents of such other Subsidiary
Company on whose board he or she serves shall terminate as of the effective date
of such removal.

      
        
          
          

        

        
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      4.04           Limitation
on Liability.  No member of the Board or the Committee shall be
liable for any determination made in good faith with respect to the Plan or any
Plan Shares or Plan Share Awards granted under it.  If a member of the
Board or the Committee is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of anything done or not
done by him in such capacity under or with respect to the Plan, the Corporation
shall, subject to the requirements of applicable laws and regulations, indemnify
such member against all liabilities and expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he or she acted in
good faith and in a manner he reasonably believed to be in the best interests
of  the Corporation and any Subsidiary Companies and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful.

      


      4.05           Compliance
with Laws and Regulations.  All Awards granted hereunder shall
be subject to all applicable federal and state laws, rules and regulations and
to such approvals by any government or regulatory agency or shareholders 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.

      


      4.06           Restrictions
on Transfer.  The Corporation may place a legend upon any
certificate representing shares issued pursuant to a Plan Share Award noting
that such shares may be restricted by applicable laws and
regulations.

      


      


      ARTICLE
V

      CONTRIBUTIONS

      


      5.01           Amount
and Timing of Contributions.  The Board shall determine the
amount (or the method of computing the amount) and timing of any contributions
by the Corporation and any Subsidiary Companies to the Trust established under
this Plan.  Such amounts may be paid in cash or in shares of Common
Stock and shall be paid to the Trust at the designated time of
contribution.  No contributions by Employees or Non-Employee Directors
shall be permitted.

      


      5.02           Investment
of Trust Assets; Number of Plan Shares.  Subject to Section
8.02 hereof, the Trustee shall invest all of the Trust’s assets primarily in
Common Stock.  The aggregate number of Plan Shares available for
distribution pursuant to this Plan shall be 350,000 shares of Common Stock,
subject to adjustment as provided in Section 10.01 hereof, which shares shall be
purchased (from the Corporation and/or, if permitted by applicable regulations,
from shareholders thereof) by the Trust with funds contributed by the
Corporation.  During the time this Plan remains in effect, Plan Share
Awards to Non-Employee Directors in the aggregate shall not exceed 30% of the
number of shares initially available under this Plan (subject to adjustment in
the event of, and consistent with, any adjustments pursuant to Section 10.01
hereof).

      
        
          
          

        

        
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      ARTICLE
VI

      ELIGIBILITY;
ALLOCATIONS

      


      6.01           Awards.  Plan
Share Awards may be made to such Employees and Non-Employee Directors as may be
selected by the Board or the Committee.  In selecting those Employees
to whom Plan Share Awards may be granted and the number of Shares covered by
such Awards, the Board or the Committee shall consider the duties,
responsibilities and performance of each respective Employee and Non-Employee
Director, his or her present and potential contributions to the growth and
success of the Corporation, his or her salary or other compensation and such
other factors as deemed 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 Plan Share Awards to be granted to him or
her.

      


      6.02           Form of
Allocation.  As promptly as practicable after a determination
pursuant to Section 6.01 that a Plan Share Award is to be issued, the Board or
the Committee shall notify the Recipient in writing of the grant of the Award,
the number of Plan Shares covered by the Award, and the terms upon which the
Plan Shares subject to the Award shall be distributed to the Recipient (except
that Plan Shares covered by the Award shall not be issued or transferred to a
Recipient earlier than the date upon which Plan Shares are earned and
vested).  The Board or the Committee shall maintain records as to all
grants of Plan Share Awards under the Plan.

      


      6.03           Allocations
Not Required to any Specific Employee or Non-Employee
Director.  No Employee or Non-Employee Director shall have any
right or entitlement to receive a Plan Share Award hereunder, with such Awards
being at the total discretion of the Board or the Committee.

      


      ARTICLE
VII

      EARNING
AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS

      


      7.01           Earning
Plan Shares; Forfeitures.

      


      (a)           General
Rules.  Subject to the terms hereof, Plan Share Awards shall
become vested and earned by a Recipient at a rate no more rapid than one-third
(331⁄3%) of the aggregate number of Shares covered by the Award as of each annual
anniversary of the date of grant of the Award, with the actual vesting rate to
be determined by the Committee.  If the employment of an Employee or
service as a Non-Employee Director (including for purposes hereof service as an
Advisory Director) is terminated before the Plan Share Award has been completely
earned for any reason (except as specifically provided in subsection (b) below),
the Recipient shall forfeit the right to any Shares subject to the Award which
have not theretofore been earned.  In the event of a forfeiture of the
right to any Shares subject to an Award, such forfeited Shares shall become
available for allocation pursuant to Section 6.01 hereof as if no Award had been
previously granted with respect to such Shares.  No fractional shares
shall be distributed pursuant to this Plan.

      
        
          
          

        

        
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      (b)           Exception
for Terminations Due to Retirement, Death, Disability or Change in
Control.  Notwithstanding the general rule contained in Section
7.01(a), all Plan Shares subject to a Plan Share Award held by a Recipient whose
employment with the Corporation or any Subsidiary Company or service as a
Non-Employee Director (including for purposes hereof service as an Advisory
Director or Director Emeritus) terminates due to Retirement, death or Disability
shall be deemed earned as of the Recipient’s last day of employment with or
service to the Corporation or any Subsidiary Company (provided, however, no such
accelerated vesting shall occur if a Recipient remains employed by or continues
to serve as a Director (including for purposes hereof service as an Advisory
Director or Director Emeritus) of at least one member of the Employer Group) and
shall be distributed as soon as practicable thereafter.  Furthermore,
notwithstanding the general rule contained in Section 7.01(a), all Plan Shares
subject to a Plan Share Award held by a Recipient shall be deemed earned as of
the effective date of a Change in Control.

      


      7.02           Distribution
of Dividends.  Any cash dividends, stock dividends or returns
of capital declared in respect of each unvested Plan Share Award will be held by
the Trust for the benefit of the Recipient on whose behalf such Plan Share Award
is then held by the Trust, and such dividends or returns of capital, including
any interest thereon, will be paid out proportionately by the Trust to the
Recipient thereof as the Plan Share Award becomes earned.

      


      7.03           Distribution
of Plan Shares.

      


      (a)           Timing of
Distributions:  General Rule.  Except as set forth
below and subject to the provisions of Section 7.05 hereof, Plan Shares shall be
distributed to the Recipient or his or her Beneficiary, as the case may be, as
soon as practicable after they have been earned.  Notwithstanding
anything in the Plan to the contrary, in the case of a “key employee” of the
Corporation, any such distributions made on account of separation from service
(including Retirement but excluding death, disability and Change in Control) may
not be made earlier than six months after the date of the separation (or, if
earlier, upon the death of the Employee).  For this purpose, a “key
employee” is a key employee as defined in Section 416(i) of the
Code.

      


      (b)           Form of
Distributions.  All Plan Shares, together with any Shares
representing stock dividends, shall be distributed in the form of Common
Stock.  One share of Common Stock shall be given for each Plan Share
earned and distributable.  Payments representing cash dividends shall
be made in cash or by check.

      


      (c)           Withholding.  The
Trustee may withhold from any cash payment or Common Stock distribution made
under this Plan sufficient amounts to cover any applicable withholding and
employment taxes, and if the amount of a cash payment is insufficient, the
Trustee may require the Recipient or Beneficiary to pay to the Trustee the
amount required to be withheld as a condition of delivering the Plan
Shares.  The Trustee shall pay over to the Corporation or any
Subsidiary Company which employs or employed such Recipient any such amount
withheld from or paid by the Recipient or Beneficiary.

      
        
          
          

        

        
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      (d)           Restrictions
on Selling of Plan Shares.  Plan Share Awards may not be sold,
assigned, pledged or otherwise disposed of prior to the time that they are
earned and distributed pursuant to the terms of this Plan.  Upon
distribution, the Board or the Committee may require the Recipient or his or her
Beneficiary, as the case may be, to agree not to sell or otherwise dispose of
his distributed Plan Shares except in accordance with all then applicable
federal and state securities laws, and the Board or the Committee may cause a
legend to be placed on the stock certificate(s) representing the distributed
Plan Shares in order to restrict the transfer of the distributed Plan Shares for
such period of time or under such circumstances as the Board or the Committee,
upon the advice of counsel, may deem appropriate.

      


      7.04           Voting of
Plan Shares.  All shares of Common
Stock held by the Trust shall be voted by the Trustee in its
discretion.

      


      7.05           Nontransferable.  Plan
Share Awards and rights to Plan Shares shall not be transferable by a Recipient,
and during the lifetime of the Recipient, Plan Shares may only be earned by and
paid to a Recipient who was notified in writing of an Award by the Committee
pursuant to Section 6.02.  No Recipient or Beneficiary shall have any
right in or claim to any assets of the Plan or Trust, nor shall the Corporation
or any Subsidiary Company be subject to any claim for benefits
hereunder.

      


      ARTICLE
VIII

      TRUST

      


      8.01           Trust.  The
Trustee shall receive, hold, administer, invest and make distributions and
disbursements from the Trust in accordance with the provisions of the Plan and
Trust and the applicable directions, rules, regulations, procedures and policies
established by the Committee pursuant to the Plan.

      


      8.02           Management
of Trust.  It is the intent of this Plan and Trust that the
Trustee shall have complete authority and discretion with respect to the
arrangement, control and investment of the Trust, and that the Trustee shall
invest all assets of the Trust in Common Stock to the fullest extent
practicable, except to the extent that the Trustee determines that the holding
of monies in cash or cash equivalents is appropriate to meet the obligations of
the Trust.  In performing its duties, the Trustee shall have the power
to do all things and execute such instruments as may be deemed necessary or
proper, including the following powers:

      


      (a)           To
invest up to one hundred percent (100%) of all Trust assets in Common Stock
without regard to any law now or hereafter in force limiting investments for
trustees or other fiduciaries.  The investment authorized herein may
constitute the only investment of the Trust, and in making such investment, the
Trustee is authorized to purchase Common Stock from the Corporation or from any
other source, and such Common Stock so purchased may be outstanding, newly
issued, or treasury shares.

      
        
          
          

        

        
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      (b)           To
invest any Trust assets not otherwise invested in accordance with (a) above, in
such deposit accounts, and certificates of deposit, obligations of the United
States Government or its agencies or such other investments as shall be
considered the equivalent of cash.

      


      (c)           To
cause stocks, bonds or other securities to be registered in the name of a
nominee, without the addition of words indicating that such security is an asset
of the Trust (but accurate records shall be maintained showing that such
security is an asset of the Trust).

      


      (d)           To
hold cash without interest in such amounts as may in the opinion of the Trustee
be reasonable for the proper operation of the Plan and Trust.

      


      (e)           To
employ brokers, agents, custodians, consultants and accountants.

      


      (f)           To
hire counsel to render advice with respect to its rights, duties and obligations
hereunder, and such other legal services or representation as it may deem
desirable.

      


      (g)           To
hold funds and securities representing the amounts to be distributed to a
Recipient or his Beneficiary as a consequence of a dispute as to the disposition
thereof, whether in a segregated account or held in common with other assets of
the Trust.

      


      Notwithstanding anything herein
contained to the contrary, the Trustee shall not be required to make any
inventory, appraisal or settlement or report to any court, or to secure any
order of court for the exercise of any power herein contained, or give
bond.

      


      8.03           Records
and Accounts.  The Trustee shall maintain accurate and detailed
records and accounts of all transactions of the Trust, which shall be available
at all reasonable times for inspection by any legally entitled person or entity
to the extent required by applicable law, or any other person determined by the
Board or the Committee.

      


      8.04           Expenses.  All
costs and expenses incurred in the operation and administration of this Plan
shall be borne by the Corporation or, in the discretion of the Corporation, the
Trust.

      


      8.05           Indemnification.  Subject
to the requirements of applicable laws and regulations, the Corporation shall
indemnify, defend and hold the Trustee harmless against all claims, expenses and
liabilities arising out of or related to the exercise of the Trustee’s powers
and the discharge of its duties hereunder, unless the same shall be due to its
gross negligence or willful misconduct.

      
        
          
          

        

        
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      ARTICLE
IX

      DEFERRED
PAYMENTS

      


      


      9.01           Deferral
of Plan Shares.  Notwithstanding any other provision of this
Plan, any Recipient may elect, with the approval of the Committee and consistent
with any rules, regulations and deferred compensation plans established by the
Board, to defer beyond the scheduled vesting date the receipt of Plan Shares
granted hereunder in accordance with the Corporation’s Deferred Compensation
Plan.

      


      9.02           Timing of
Election.  The election to defer the delivery of any Plan
Shares must be made no later than the last day of the calendar year preceding
the calendar year in which the Recipient would otherwise have an unrestricted
right to receive such Shares (or by such earlier date as may be required by
Section 409A of the Code).  Deferrals of eligible Plan Shares shall
only be allowed for Plan Share Awards for which all applicable restrictions
lapse while the Recipient is in active service with the Corporation or one of
the Subsidiary Companies.  Any election to defer the proceeds from an
eligible Plan Share Award shall be irrevocable as long as the Recipient remains
an Employee or a Non-Employee Director.  In the event receipt of any
Plan Shares are deferred pursuant hereto, any distribution from the deferred
compensation plans or arrangements established hereby with respect to such
deferred Plan Shares shall be only in shares of Common Stock.

      


      9.03           Section
83(b) Election.  No election under
Section 83(b) of the Code may be made with respect to the grant of any Plan
Share Award under this Plan.

      


      ARTICLE
X

      MISCELLANEOUS

      


      10.01         Adjustments
for Capital Changes.  The aggregate number of Plan Shares
available for distribution pursuant to the Plan Share Awards and the number of
Shares to which any unvested Plan Share Award relates 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 the Plan resulting
from any split, subdivision or consolidation of shares or 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.  If, upon a merger, consolidation, reorganization,
liquidation, recapitalization or the like of the Corporation or of another
corporation, the shares of the Corporation’s Common Stock shall be exchanged for
other securities of the Corporation or of another corporation, each Recipient of
a Plan Share Award shall be entitled, subject to the conditions herein stated,
to receive such number of shares of Common Stock or amount of other securities
of the Corporation or such other corporation as were exchangeable for the number
of shares of Common Stock of the Corporation which such Recipients would have
been entitled to receive except for such action.

      
        
          
          

        

        
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      10.02      Amendment
and Termination of Plan.  The Board may, by resolution, at any
time amend or terminate the Plan, subject to any required shareholder approval
or any shareholder 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 Recipient, alter or impair his or her Plan Share
Award except as specifically authorized herein.  Notwithstanding any
other provision of the Plan to the contrary, in the event that the Board
determines, after a review of Section 409A of the Code and all applicable
Internal Revenue Service guidance, that the Plan or any provision thereof or any
Plan Share Award is subject to Section 409A of the Code, the Board may further
amend the Plan or the Plan Share Award to make any changes required for it to
comply with Section 409A of the Code, in each case without the consent of any
Recipient.

      


      10.03      Employment
or Service Rights.  Neither the Plan nor any grant of a Plan
Share Award or Plan Shares hereunder nor any action taken by the Trustee, the
Committee or the Board in connection with the Plan shall create any right on the
part of any Employee or Non-Employee Director to continue in such
capacity.

      


      10.04      Voting
and Dividend Rights.  No Recipient shall have any voting or
dividend rights or other rights of a shareholder in respect of any Plan Shares
covered by a Plan Share Award, except as expressly provided in Section 7.02
above, prior to the time said Plan Shares are actually earned and distributed to
him.

      


      10.05       Governing
Law.  To the extent not governed by federal law, the Plan and
Trust shall be governed by the laws of the Commonwealth of
Pennsylvania.

      


      10.06       Effective
Date.  This Plan as originally adopted was effective as of the
Effective Date.  The amendment and restatement of this Plan shall be
effective as of the date set forth in Section 1.01 above.

      


      10.07        Term of
Plan.  This Plan shall remain in effect until the earlier of
(i) ten (10) years from the Effective Date, (ii) termination by the Board, or
(iii) the distribution to Recipients and Beneficiaries of all the assets of the
Trust.

      


      10.08        Tax
Status of Trust.  It is intended that the trust established
hereby be treated as a Grantor Trust of the Corporation under the provisions of
Section 671 et seq. of the Code, as the same may be amended from time to
time.

    

    
      
        
        

      

      
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      IN WITNESS WHEREOF, the
Corporation has caused this Agreement to be executed by its duly authorized
officers and the Trustees of the Trust established pursuant hereto have duly and
validly executed this Agreement, all on this 28th day of
October, 2008.

    

     

     

     

    
      	WILLOW FINANCIAL BANCORP, INC.            	
              TRUSTEES:

            
	 
      	 
      
	 
      	 
      
	
            	
            
	
              By:

            	
              /s/ Donna M.
      Coughey

            	 
      	
              /s/ Donna M.
      Coughey

            
	 
      	
              Donna
      M. Coughey

            	
              Donna
      M. Coughey

            
	 
      	
              President
      and Chief Executive Officer

            	 
      
	
            	
            	
            
	 
      	 
      	/s/
      Ammon J. Baus
	 
      	 
      	
              Ammon
      J. Baus

            
	
            	
            	
            
	 
      	 
      	 
      
	 
      	 
      	
              /s/ Neelesh
      Kalani

            
	 
      	 
      	
              Neelesh
      Kalani

            
	
            	
            	
            
	 	 	 


    

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