Exhibit 10.2


 


FIRST FINANCIAL BANK


2005 EXECUTIVE DEFERRED COMPENSATION PLAN


 


AMENDMENT NO. 1


 


WHEREAS, First
Financial Bank (the “Company”) maintains the First Financial Bank 2005
Executive Deferred Compensation Plan (the “Plan”);


 


WHEREAS, the
Company desires to amend the Plan to freeze participation and cease deferrals
of compensation under the Plan effective as of the closing date of the merger
of the Company with Willow Grove Bank (the “Closing Date”); and


 


WHEREAS, the
Company has the authority under Paragraph 13 of the Plan to amend the Plan.


 


NOW, THEREFORE,
the Plan is hereby amended, effective as of the Closing Date, as follows:


 


1.               Paragraph 4.1 of the Plan is hereby
amended by adding the following new sentence to the end thereof:


 


“Notwithstanding anything
herein to the contrary, as of the closing date of the merger of the Company
with Willow Grove Bank (the “Closing Date”), no Compensation shall be deferred
under the Plan.”


 


2.               Paragraph 16 shall be amended by adding the following new paragraph to
the end thereof:


 


“16.7               Plan Frozen.  Notwithstanding anything
herein to the contrary, any and all provisions of the Plan shall be interpreted
consistent with the fact that the Plan has been frozen effective as of the
Closing Date.”


 


3.               In all other respects, the Plan shall
remain in full force and effect.


 


IN
WITNESS WHEREOF, this Amendment No. 1 is hereby executed this 24th
day of August, 2005.


 


	
   

  	
  FIRST FINANCIAL
  BANK

  
	
   

  	
  By:

  	
  /s/
  Donna M. Coughey

  	
   

  
	
   

  	
  Name:
  Donna M. Coughey

  
	
   

  	
  Title:
  President and Chief Executive Officer

  



 





















 


AMENDMENT NO. 2


 


to the


 


 FIRST
FINANCIAL BANK


2005 EXECUTIVE DEFERRED COMPENSATION PLAN


 


WHEREAS,
First Financial Bank maintained the First Financial Bank 2005 Executive
Deferred Compensation Plan (the “Plan”);


 


WHEREAS,
First Financial Bank merged with and into Willow Grove Bank (the “Bank”),
pursuant to the Agreement and Plan of Merger dated January 20, 2005, by
and between Chester Valley Bancorp Inc. and Willow Grove Bancorp, Inc.
(the “Merger”);


 


WHEREAS,
in connection with the Merger, the Plan was amended to freeze participation and
to cease further deferrals of compensation;


 


WHEREAS,
Section 5.2 of the Plan provides that any amounts credited to the Account
of a Participant or Inactive Participant shall accrue interest compounded annually;


 


WHEREAS,
the Bank, as successor employer, wishes to amend the Plan to provide that
amounts deferred by a Participant or an Inactive Participant may be invested in
the hypothetical investment choices as offered under the Willow Grove
Bancorp, Inc. Deferred Compensation Plan (the “Willow Grove Plan”), as
such investment elections may exist from time to time; and


 


WHEREAS,
the Board of Directors of the Bank has the authority under Section 13 of
the Plan to amend the Plan.


 


NOW
THEREFORE, effective the date this amendment is executed, the Plan is hereby
amended, as follows:


 


1.             In
the cover page of the Plan the reference to “First Financial Bank” is
changed to “Willow Grove Bank.”


 


2.             All
references in the Plan to “First Financial Bank” are changed to “Willow Grove
Bank.”


 


3.             Section 2.1(f) of
the Plan is amended and restated in its entirety as follows:


 


“Company”
refers to Willow Grove Bank.


 





















 


4.             Section 5.2
of the Plan is amended to read in its entirety as follows:


 


5.2           Investment of Account Balances.


 


(a)           Interest
Accruals.  Any amounts credited to
the Account of a Participant or Inactive Participant as a result of the
deferral of all or part of his or her Compensation shall accrue interest
compounded annually, until such time as the Participant or Inactive Participant
shall elect another Investment Choice as provided below.  The accrual of interest begins and the
compounding of interest occurs on January 1 of each Plan Year, except for
the first Plan Year, where the compounding of interest shall begin on the
Effective Date.  The rate at which
interest accrues shall be equal to the average of the three-month LIBOR for the
calendar year preceding the Plan Year plus 360 basis points, or such higher
rate established by the Committee provided, however, that in no event shall the
rate be less than five percent (5%) nor greater than twelve percent (12%).  If the full amount of such interest accruals
are allocated to a Participant’s Account, any federal, state, or local income
or employment tax consequences attributable to interest accruals under this
Section 5.2 shall be borne by or inure to the benefit of the Company.


 


(b)           Hypothetical
Investment Choices.  The Committee
shall establish one or more hypothetical investment choices (“Investment
Choices”) under this Plan and may add to or change or discontinue any
Investment Choice included in the list of available Investment Choices in its
absolute discretion; however, the Plan may not offer the common stock of Willow
Grove Bancorp, Inc. as an Investment Choice.  An Investment Choice must qualify as a
notional investment measure that qualifies as a predetermined actual investment
within the meaning of Treasury Regulation Section 31.3121(v)(2)-(1)(d)(2),
which generally will require an Investment Choice to be an actual available
investment (for example, a mutual fund or common stock and not based on the
greater of the rate of return of two or more actual investments).


 


(c)           Allocation
and Reallocation of Investment Choices. 
A Participant may allocate amounts credited to his or her Account to one
or more of the Investment Choices authorized under the Plan.  Subject to the rules established by the
Committee, a Participant may reallocate amounts credited to his or her Account (to
be effective as soon as administratively practicable) to one or more of such
Investment Choices, by filing with the Committee a notice, in such form as may
be specified by the Committee.  The
Committee may restrict allocations or reallocations by specified Participants
into or out of specified Investment Choices or specify minimum amounts that may
be allocated or reallocated by a Participant; 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 Account, the
account balance shall be reduced for the reasonable transaction costs
associated with the Participant’s investment directions and 


 


2





















 


be adjusted to recognize the hypothetical income,
appreciation and depreciation generated by the hypothetical investments that
the Account is deemed to be invested in.


 


(e)           Trust.  The Committee has deposited in the Trust
Agreement for the Willow Grove Bancorp, Inc. Deferred Compensation Plan,
which is designed to constitute a “rabbi trust,” amounts of cash or other property
in an amount not exceeding the amount of the Company’s obligations with respect
to the Participants’ Account established under this Section 5.2.


 


5.             Section 13(a) of
the Plan is hereby amended to add the last sentence at the end thereof:


 


Notwithstanding
anything in the Plan to the contrary, the Board of Directors of the Company may
amend in good faith any terms of the Plan, including retroactively, in order to
comply with Section 409A of the Code.


 


6.             All
capitalized terms used but not defined herein shall have the meaning as set
forth in the Plan.


 


7.             In
all other respects, the provisions of the Plan shall remain in full force and
effect.


 


IN
WITNESS WHEREOF, this Amendment has been executed this 25th
day of October 2005.


 


	
   

  	
  WILLOW
  GROVE BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Donna M.
  Coughey

  	
   

  
	
   

  	
   

  	
  Donna M. Coughey

  
	
   

  	
   

  	
  President and
  Chief Executive Officer

  



 


3





















 


FIRST FINANCIAL BANK


 


2005 EXECUTIVE DEFERRED COMPENSATION PLAN


 





















 


FIRST FINANCIAL BANK


2005 EXECUTIVE DEFERRED COMPENSATION
PLAN


 


First
Financial Bank hereby establishes the First Financial Bank 2005 Executive
Deferred Compensation Plan effective January 1, 2005.


 


1.                                      PURPOSE


 


The
primary purpose of the Plan is to provide deferred compensation to a select
group of management or highly compensated employees within the meaning of
Sections 201(2), 301(a)(3), and 401(a)(1) of ERISA, through an unfunded “top
hat” arrangement exempt from the fiduciary, funding, vesting, and plan
termination insurance provisions of Title I and Title IV of ERISA (“Top Hat”).  More specifically, the Company has adopted
this Plan to provide Employees with the opportunity to defer part or all of
that portion of their Compensation.


 


2.                                      DEFINITIONS AND CAPITALIZED TERMS


 


2.1.         When
used in this Plan document, the capitalized terms set forth in alphabetical
order herein have the definitions specified below unless the context in which
the term appears clearly requires a different meaning.


 


a.             “Account” refers to the bookkeeping
entries established and maintained by the Company or the Committee for the
purpose of recording (i) the amounts of Compensation deferred by an
Employee under this Plan, (ii) any investment earnings, losses, interest
accruals, administrative expenses, etc. with respect to those amounts, and (iii) any
distributions to an Employee or Beneficiary.


 


b.             “Beneficiary” refers to the person or
entity selected to receive any portion of an Employee’s Account that has not
been distributed from the Plan at the time of the Employee’s death.  Such designation shall be on a form provided
or approved by the Plan Administrator, and such designation shall be effective
when the form is received by the Committee. 
If an Employee fails to designate a Beneficiary or no designated
Beneficiary survives the Employee, or, if not a natural person, does not
continue in effect the Plan Administrator will direct payment of benefits to
the Employee’s spouse, if the Employee is married at the date of his or her
death; or to the Employee’s estate, if the Employee is not married at the time
of his or her death.  For purposes of
this subsection, an Employee who is legally separated or who has been abandoned
within the meaning of state law shall not be regarded as married.  In the event of a conflict between the
designation of Beneficiary hereunder and the designation of Beneficiary under a
Participant’s will, the designation of Beneficiary hereunder shall govern.  If the Participant is married and he or she
and his or her spouse as applicable, die under circumstances under which the
survivor cannot be determined, it shall be presumed that the Participant was
the survivor.


 


c.             “Board” refers to the Board of Directors
of the Company.


 


d.             “Code” refers to the Internal Revenue
Code of 1986, as amended from time to time, and successor Codes thereto as
amended.


 





















 


e.             “Committee” refers to the Administrative
Committee established pursuant to Section 15.1 that acts on behalf of the
Company in discharging the Company’s duties as the Plan Administrator.  Notwithstanding any other provision of the
Plan document, any member of the Committee or any other officer or employee of
the Company who exercises discretion or authority on behalf of the Company
shall not be a fiduciary of the Plan merely by virtue of his or her exercise of
such discretion or authority.  The Board
shall identify the Company officers who shall serve as members of the
Committee.  Because this Plan is a “top
hat” arrangement, neither the Company nor the Committee shall be subject to the
fiduciary duties imposed by ERISA.


 


f.              “Company” refers to First Financial Bank.


 


g.             “Compensation” refers to an Employee’s
total cash remuneration (without regard to any limits imposed by or with
reference to Section 401(a)(17) of the Code).


 


h.             “Controlled Group” refers to all corporations
and entities which with the Company are treated as a controlled group within
the meaning of Section 414(b) and (c) of the Code.


 


i.              “Disability” refers to when 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 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 3 months
under an accident and health plan covering employees of the Participant’s
employer.


 


j.              “Effective Date” refers to January 1,
2005.


 


k.             “Employee” refers to any employee of the
Company within the meaning of Section 3121(d) of the Code, who is
highly compensated or a member of management within the meaning of Section 201(2),
301(a)(3), and 401(a)(1) of ERISA selected by the President of the Company
to participate in this Plan.


 


l.              “ERISA” refers to the Employee Retirement
Income Security Act of 1974, as amended from time to time.


 


m.            “Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended, and any valid regulations issued thereunder.


 


n.             “Inactive Participant” refers to an
Employee who deferred Compensation under the Plan during a previous Plan Year
but who does not defer any Compensation payable during the current Plan Year
and to a Participant who has had a Termination of Employment but still has a
vested, accrued benefit.


 


o.             “ “Participant” refers to an eligible
Employee who elects to defer under the Plan part or all of his or her
Compensation earned during the applicable Plan Year.


 


2





















 


p.             “Plan” shall mean this Financial Bank
2005 Executive Deferred Compensation Plan, as amended from time to time.


 


q.             “Plan Administrator” refers to the
Company.


 


r.              “Plan Year” refers to the calendar year.


 


s.             “Securities Act” refers to the Securities
Act of 1933, as amended, and any valid regulations issued thereunder.


 


t.              “Substantially Equal Annual Installments”
refers to an annual installment payment over the number of years selected by
the Participant in accordance with this Plan, calculated as follows:  the Account of a Participant shall be
calculated as of the last day of a month; and the annual installment shall be
calculated by multiplying the balance by a fraction, the numerator of which is
one, and the denominator of which is the remaining number of annual
installments due to the Participant.


 


u.             “Termination of Employment” refers to an
Employee’s termination or separation from service with all members of the
Company’s Controlled Group.


 


3.                                      ELIGIBILITY


 


The
President of the Company is hereby eligible to participate in the Plan.  The President of the Company, in his or her
sole discretion, may designate from time to time from among those employees of
the Company who are part of a select group of management or highly compensated
employees within the meaning of Section 201(2), 301(a)(3), and 401(a)(1) of
ERISA, those Employees of the Company who are eligible to participate in the
Plan for one or more Plan Years and the date upon which each such Employee’s
participation may commence.  All
designated Employees shall be notified by the President or the Committee of
their eligibility to participate.  An
Employee shall cease to be eligible when the Employee ceases both (i) to
be a member of a select group of management and (ii) to be highly
compensated as described in Section 1 above.  The effective date of any such ineligibility
shall be the first day of the month coinciding with or next following the date
on which the President or Committee provides the Employee with notice of
revocation of eligibility.  An Employee’s
eligibility to participate in the Plan does not confer upon the Employee any
right to continue as an Employee or to any bonus or remuneration of any kind.  If the Committee determines in good faith
that a Participant no longer qualifies as a member of a select group of
management or highly compensated employees, as membership in such group is
determined in accordance with Section 201(2), 301(a)(3) and 401(a)(1) of
ERISA, the Committee shall have the right, in its sole discretion, to take
whatever measures it deems necessary to preserve the Top Hat status of the
Plan.


 


4.                                      DEFERRAL OF COMPENSATION


 


4.1.         Election
to Defer.  An
Employee who is eligible to participate in the Plan may elect to defer the
receipt of Compensation by completing a deferral election form provided or
approved by the Company or Committee. Pursuant to the deferral election form,
an eligible Employee may elect to defer any whole percentage, up to 100% of his
or her Compensation.  At 


 


3





















 


the time an Employee completes a deferral election
form, the Employee may designate in writing a specific date upon the occurrence
of which the Compensation deferred for any Plan Year, adjusted under Section 5
below, shall be distributed from the Employee’s Account and the rate and form
of the distribution.


 


4.2.         Date
and Notice of Deferral Election.  An eligible Employee must submit
his or her deferral election form to the Committee no later than the last day
of the deferral election period which shall be the ninety-day period ending on
the last day preceding the calendar year in which the eligible Employee will
render the services for which he or she will earn any part of the Compensation
payable to the Employee for service during that year (“Deferral Election Period”).  For the initial Plan Year of the Plan, the
first Deferral Election Period shall end December 31, 2004.  The Deferral Election Period, in which a
deferral election of an eligible Employee is made in the Employee’s first year
of employment with the Company (“New Hire Election”), shall end no earlier than
30 days after his or her first date of employment with the Company.  A New Hire Election shall be effective with
respect to Compensation paid after the end of the election period and during
the calendar year in which the election is made.


 


4.3.         Multiple
Elections.  An election to defer
Compensation shall be effective on the date an eligible Employee delivers a
completed deferral election form to the Committee; provided, however, that, if
the eligible Employee delivers another properly completed deferral election
form to the Committee prior to the close of the Deferral Election Period
described in Section 4.2, the deferral election on the form bearing the
latest date shall control.  After the
last day of the election period, the controlling election made prior to the
close of the period shall be irrevocable. 
Except with respect to a New Hire Election in order to defer any portion
of Compensation earned in any calendar year, an eligible Employee must submit
at least one completed deferral election form during the Deferral Election
Period.


 


4.4.         No
Deferral Adjustments.  After an
annual election has taken effect for any Plan Year, a Participant may not
increase or decrease the percentage of Compensation to be deferred during that
Plan Year, provided, however, that if a Participant is determined to be
Disabled, he or she shall be excused from any deferrals for the remainder of
his or her Disability, although such person shall otherwise remain a
Participant.


 


5.                                      DEFERRED COMPENSATION ACCOUNTS


 


5.1.         Maintenance
of Accounts.  The Plan
Administrator shall maintain one or more Accounts with respect to any Compensation
deferred by an eligible Employee under Section 4 above.  The Plan Administrator shall credit the
Account with the full amount of Compensation deferred in any payroll
period.  If the Compensation deferred is
subject to federal or state employment taxes (e.g., taxes under the Federal
Insurance Contributions Act or Federal Unemployment Tax Act), said taxes shall
be withheld and deducted from a portion of the Employee’s Compensation not
deferred under this Plan.  A Participant
or Inactive Participant shall be fully vested at all times in amounts deferred
under Section 4 above, as adjusted for any interest accruals,
administrative expenses, or distributions as described below.


 


5.2.         Interest
Accruals.  Any amounts credited
to the Account of a Participant or Inactive Participant as a result of the
deferral of all or part of his or her Compensation shall 


 


4





















 


accrue interest compounded annually.  The accrual of interest begins and the
compounding of interest occurs on January 1 of each Plan Year, except for
the first Plan Year, where the compounding of interest shall begin on the
Effective Date.  The rate at which
interest accrues shall be equal to the average of the three-month LIBOR for the
calendar year preceding the Plan Year plus 360 basis points, or such higher
rate established by the Committee provided, however, that in no event shall the
rate be less than five percent (5%) nor greater than twelve percent (12%).  If the full amount of such interest accruals
are allocated to a Participant’s Account, any federal, state, or local income
or employment tax consequences attributable to interest accruals under this Section 5.2
shall be borne by or inure to the benefit of the Company.  If the Company establishes a rabbi trust for
all or a portion of the amounts credited to a Participant’s Account, their
earnings or losses on such credited amounts shall be determined under that
trust agreement.


 


5.3.         Unpaid
Balances.  The unpaid balance of
all Accounts payable under the Plan shall continue to be credited with the
accruals of interest as described in Section 5.2 above.


 


5.4.         Company’s
General Assets.  Participant
understands and agrees that, except as provided in a rabbi trust adopted by
Company, all Compensation deferred under the Plan and all amounts credited to a
Participant’s Account under the Plan (a) are the general assets of the
Company, (b) may be used in the operation of the Company’s business or in
any other manner permitted by law, and (c) remain subject to the claims of
the Company’s creditors.  Participant
agrees, on behalf of Participant and his or her Beneficiary, that (i) title
to any amounts deferred under the Plan or credited to a Participant’s Account
remains in the Company and (ii) neither Participant nor his or her
Beneficiary has any property interests whatsoever in said amounts, except as
general unsecured creditors of the Company.


 


6.                                      EFFECT ON EMPLOYEE BENEFITS


 


Amounts
deferred under this Plan or distributed pursuant to the terms of this Plan are
not taken into account in the calculation of an Employee’s benefits under any
employee pension or welfare benefit program or under any other compensation
practice maintained by the Company, except to the extent provided in such
program or practice.  However, the
benefits provided for a Participant and a Participant’s Beneficiary under this
Plan are in addition to benefits available to such Participant or Beneficiary
under any other plan or program of the Company.


 


7.                                      PAYMENT OF DEFERRED COMPENSATION ACCOUNTS


 


7.1.         In-Service
Withdrawals.


 


a.             Withdrawals on Previously
Specified Dates.  Prior to the termination of his or her
employment, a Participant shall receive a withdrawal of amounts deferred in a
particular Plan year upon the occurrence of the date and pursuant to the form
specified in his or her deferral election form for that Plan Year, under Section 4.1
above, to the extent that such amounts have not been disbursed under this Section 7
prior to that date.


 


b.             Other Withdrawals.  Prior to the
termination of his or her employment, Disability a Participant may not withdraw
any funds from his or her Account, except as provided in paragraph 7.1.a.


 


5





















 


7.2.         Termination
of Employment.  Subject to a Participant’s or
Inactive Participant’s election of a distribution date and form under Section 4.1,
upon the Termination of Employment of a Participant or Inactive Participant,
the Company shall distribute his or her Account under the Plan, in either (i) a
single lump sum or (ii) substantially equal annual installments over a
period of fifteen years.  Such selection
must be made at the time the election to defer Compensation is made under Section 4.1;
in the absence of a timely election, payments shall be made on substantially
equal installments over a fifteen-year period commencing on the Start
Date.  The payment from the Account shall
occur or commence as soon as administratively feasible after the Termination of
Employment occurs (“Start Date”).


 


7.3.         Death
Prior to Commencement of Distributions. 
Upon the death of a Participant or Inactive Participant prior to the
commencement of any distribution under Section 7.2 above, the Accounts of
such Participant or Inactive Participant shall be distributed to his or her
Beneficiary in a lump sum.  The payment
from the Accounts shall occur as soon as administratively feasible after the
death of the Participant or Inactive Participant.


 


7.4.         Death
After Commencement of Distributions. 
Upon the death of a Participant or Inactive Participant after the
commencement of any distribution in accordance with Section 7.2 above, the
balance remaining in the Account of such Participant or Inactive Participant
shall be distributed to his or her Beneficiary in a lump sum.  The payment from the Accounts shall occur as
soon as administratively feasible after the death of the Participant or
Inactive Participant.


 


7.5.         Withholding
and Other Tax Consequences.  From
any payments made under this Plan, the Company shall withhold any taxes or
other amounts which federal, state, or local law requires the Company to
deduct, withhold, and deposit.  The
Company’s determination of the type and amount of taxes to be withheld from any
payment shall be final and binding on all persons having or claiming to have an
interest in this Plan or in any Accounts under this Plan.  Any adverse consequences incurred by a
Participant or Inactive Participant with respect to his or her participation in
the Plan or in connection with a distribution from or vesting under the Plan
shall be the sole responsibility of the Participant or Inactive Participant.


 


7.6.         Vesting.  All benefits accrued under this Plan shall be
fully vested at all times.


 


8.                                      TRANSFER


 


8.1.         Outgoing
Transfers.  If a Participant
under this Plan is transferred to an entity which is a member of the Company’s
Controlled Group (“U.S. Entity”) and the Participant shall not be deemed to
have terminated employment for purposes of this Plan until the Participant
ceases to be employed by a U.S. Entity.


 


9.                                      FUNDING


 


All amounts
deferred under this Plan remain or become general assets of the Company.  All payments under this Plan shall come from
the general assets of the Company.  The
amounts credited to an Employee’s Accounts are not secured by any specific
assets of the Company.  This Plan shall
not be construed to require the Company to fund any of the benefits provided 


 


6





















 


hereunder or to establish
a trust or purchase insurance or other product for such purpose.  The Company may make such arrangements as it
desires to provide for the payment of benefits. 
Neither an Employee, Participant, or Inactive Participant nor his or her
Beneficiary or estate shall have any rights against the Company with respect to
any portion of any Account under the Plan except as general unsecured
creditors.  No Employee, Participant,
Inactive Participant, or Beneficiary has an interest in any Account under this
Plan until the Employee, Participant, Inactive Participant, or Beneficiary
actually receives payment from the Account. 
Notwithstanding the terms of this Section, the Company may, but need
not, establish a rabbi trust with respect to all or a portion of a Participant’s
Accounts.


 


10.                               NON-ALIENATION OF BENEFITS


 


No
Employee, Participant, Inactive Participant, or Beneficiary may, except as
otherwise required by law, sell, assign, transfer, convey, hypothecate,
encumber, anticipate, pledge, or otherwise dispose of any interest in this Plan
or in any Account established under this Plan, and any attempt to do so shall
be void.  No portion of any Account
shall, prior to receipt thereof, be subject to the debts, contracts,
liabilities, or engagements of any Employee, Participant, Inactive Participant,
or Beneficiary.  Nothing in the preceding
sentence shall prohibit an offset of amounts which the Employee, Participant,
Inactive Participant, or Beneficiary owes to the Company at any time when there
is distribution of his or her Accounts under this Plan; nor shall any provision
of the Plan impede the Company from recovering directly from an Employee,
Participant, Inactive Participant, or Beneficiary, or by offset against
payments being made to them, any payments to which he or she was not entitled
under the Plan.


 


11.                               LIMITATION OF RIGHTS


 


Nothing
in this Plan document or in any related instrument shall cause this Plan to be
treated as a contract of employment within the meaning of the Federal
Arbitration Act, 9 U.S.C. 1 et. seq., or otherwise shall be construed as
evidence of any agreement or understanding, express or implied, that the
Company (a) will employ any person at any particular position or level of
Compensation, (b) will offer any person initial or continued participation
in any commission, bonus, or other compensation program, or (c) will continue
any person’s employment with the Company.


 


12.                               NOTICE UNDER WARN


 


Any
amounts paid (i) to any Employee under the Worker Adjustment and
Restraining Notification Act of 1988 (“WARN”) or under any other laws regarding
termination of employment, or (ii) to any third party for the benefit of
said Employee or for the benefit of his or her dependents shall not be offset
or reduced by any amounts paid or determined to be payable by the Company to
said Employee or to his or her dependents under this Plan.


 


13.                               AMENDMENT OR TERMINATION OF PLAN


 


a.             The Board of Directors of the Company may
modify, suspend, or terminate the Plan in any manner at any time.  Such modification, suspension, or termination
shall be in writing and may not reduce any accrued vested benefits allocated to
a Participant’s 


 


7





















 


Account under this Plan, but may modify, suspend, or
terminate future accruals or allocations under the Plan and may alter any other
aspects of the Plan.


 


b.             In modifying, suspending, or terminating
the Plan, or in taking any other action with respect to the implementation,
operation, maintenance, or administration of the Plan, the Board of Directors
may act by a resolution of the Board or by action of its authorized representative.


 


c.             This Plan shall terminate immediately if
an impartial arbitrator or court of competent jurisdiction finally determines
that this Plan is not exempt from the fiduciary, funding, vesting, or plan
termination insurance provisions of Title I and Title IV of ERISA.  The Plan shall terminate as of the date of
the final determination that it ceased to be exempt; and all Accounts under
this Plan shall be distributed to Participants, Inactive Participants, or Beneficiaries
at the time and in the manner determined by the Plan Administrator.


 


14.                               LEAVES OF ABSENCE


 


14.1.       Paid
Leave of Absence.  If a
Participant is authorized by the Company for any reason to take a paid leave of
absence, the Participant shall continue to be regarded as an Employee and the amount
that he or she elected to defer shall continue to be contributed to the Plan.


 


14.2.       Unpaid
Leave of Absence.  If a
Participant is authorized by the Company to take an unpaid leave of absence
from the Company, the Participant shall not be regarded as having a Termination
of Employment but shall be excused from making any deferrals pursuant to Section 4.1
until his or her leave of absence has expired. 
Upon such expiration the Participant deferrals shall resume for the
remaining portion of the Plan Year in which the expiration of the unpaid leave
occurs.  If the unpaid leave of absence
ends in a subsequent year and the Participant has no deferral election in
effect for such subsequent year, he or she shall not be allowed to make any
deferral for the remainder of such subsequent Plan Year.


 


15.                               ADMINISTRATIVE PROCEDURES AND DISPUTE RESOLUTION


 


15.1.       Plan
Administrator.  The Plan
Administrator shall be the Company.  The
Board of Directors may establish an Administrative Committee composed of any
persons, including officers or employees of the Company, who act on behalf of
the Company in discharging the duties of the Company in administering the
Plan.  No Administrative Committee member
who is a full-time officer or employee of the Company shall receive compensation
with respect to his or her service on the Administrative Committee.  Any member of the Administrative Committee
may resign by delivering his or her written resignation to the Board of
Directors of the Company.  The Board may
remove any Committee member by providing him or her with written notice of the
removal.


 


15.2.       Committee
Organization and Procedures.


 


a.             The President of the Company may
designate a chairperson from the members of the Administrative Committee.  The Administrative Committee may appoint, its



 


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own secretary, who may or may not be a member of the
Administrative Committee and may or may not be a person distinct from the
Secretary of the Company.  The Committee
secretary shall have the primary responsibility for keeping a record of all
meetings and acts of the Administrative Committee and shall have custody of all
documents, the preservation of which shall be necessary or convenient to the
efficient functioning of the Administrative Committee.  All reports required by law may be signed by
the Chairperson or another member of the Administrative Committee, as
designated by the Chairperson, on behalf of the Company.


 


b.             The Administrative Committee shall act by
a majority of its members in office and may adopt such rules and
regulations as it deems desirable for the conduct of its affairs.


 


15.3.       Administrative
Authority.  The Company and the
Committee have complete discretionary authority to perform all functions
necessary or appropriate to the operation of the Plan, including, without
limitation, authority to (a) construe and interpret the provisions of the
Plan document and any related instrument and determine any question arising
under the Plan document or related instrument, or in connection with the
administration or operation thereof, (b) determine in its sole discretion
all facts and relevant considerations affecting the eligibility of any Employee
to be or become a Participant; (c) decide eligibility (subject to Section 3)
for, and the amount of, benefits for any Participant, Inactive Participant, or
Beneficiary; (d) authorize and direct all disbursements under the Plan;
and (e) employ and engage such persons, counsel, and agents and to obtain
such administrative, clerical, medical, legal, audit, and actuarial services as
it may deem necessary in carrying out the provisions of the Plan.  The Company shall be the “administrator” as
defined in Section 3(16)(A) of ERISA for purposes of the reporting
and disclosure requirements of ERISA and the Code.  The President of the Company, or in his or
her absence, the General Counsel of the Company, shall be the agent for service
of process on the Plan.


 


15.4.       Expenses  All expenses (including fees designated by
Committee) which are necessary to operate and administer the Plan, including
but not limited to expenses incurred in connection with the provisions of Section 15.3,
shall be paid directly by the Company. 
Such expenses may not be charged against Participant Accounts or reduce
the amount of Compensation or interest accruals allocated to Participant
Accounts under the Plan. All reasonable costs incurred by a Committee member in
the discharge of the Company’s or his or her duties under the Plan shall be
paid or reimbursed by the Company.  Such
costs shall include fees or expenses arising from the Committee’s retention,
with the consent of the Company, of any attorneys, accountants, actuaries,
consultants or recordkeepers required by the Committee to discharge its duties
under the Plan.  Nothing in the preceding
two sentences or in any other provisions of the Plan shall require the Company
to pay or reimburse any Committee member or any other person for the cost,
liability, loss, fee, or expense incurred by the Committee member or other
person in any dispute with the Company; nor may any Committee member or other
person reimburse himself, herself, or itself from any Plan contributions for
any such cost, liability, loss, fee, or expense.


 


15.5.       Insurance.  The Company may, but need not, obtain liability
insurance to protect its directors, officers, employees, or representatives
against liability in the operation of the Plan.


 


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15.6.       Claims
Procedure.


 


a.             A claim for benefits shall be considered
filed only when actually received by the Plan Administrator.


 


b.             Any time a claim for benefits is wholly
or partially denied, the Participant, Inactive Participant, or Beneficiary
(hereinafter “Claimant”) shall be given written notice of such denial within 90
days after the claim is filed, unless special circumstances require an
extension of time for processing the claim. 
If there is an extension, the Claimant shall be notified of the
extension and the reason for the extension within the initial 90-day period.  The extension shall expire within 180 days
after the claim is filed.  Such notice
will indicate the reason for denial, the pertinent provisions of the Plan on
which the denial is based, an explanation of the claims appeal procedure and
appeal time limits set forth herein, and a description of any additional
material or information necessary to perfect the claim, and an explanation of
why such material or information is necessary. 
The denial will also include a statement describing the Claimant’s right
to bring an action under Section 502(a) of ERISA following an adverse
determination on review.


 


15.7.       Appeal
Procedures


 


a.             Any person who has had a claim for
benefits denied by the Plan Administrator, or is otherwise adversely affected
by the action or inaction of the Plan Administrator, shall have the right to
request a review by the Plan Administrator. 
Such request must be in writing and must be received by the Plan
Administrator within 60 days after such person receives notice of the Plan
Administrator’s action.  If written
request for a review is not made within such 60-day period, the Claimant shall
forfeit his or her right to a review. 
The Claimant or a duly authorized representative of the Claimant may
review all pertinent documents and submit issues and comments in writing.


 


b.             The Plan Administrator shall then review
the claim.  The Plan Administrator may
issue a written decision reaffirming, modifying, or setting aside its former
action within 60 days after receipt of the written request for a review, or 120
days if special circumstances require an extension.  The Claimant shall be notified in writing of
any such extension within 60 days following the request for a review.  An original or copy of the decision shall be
furnished to the Claimant.  A notification
of adverse benefit determination shall set forth, in a manner calculated to be
understood by the Claimant (i) the specific reason or reasons for the
adverse determination; (ii) references to the specific Plan provisions on
which the benefit determination is based; (iii) a statement that the
Claimant is entitled to receive, upon request and free of charge, reasonable
access to, and copies of, all documents, records, and other information
relevant to the claim for benefits; and (iv) describe the Claimant’s right
to bring an action under Section 502(a) of ERISA.  The decision shall be final and binding upon
the Claimant and the Plan Administrator and all other persons having or
claiming to have an interest in the Plan or in any Account established under
the Plan.


 


15.8.       Notices.  Any notice from the Company or the Committee
to an Employee, Participant, Inactive Participant, or Beneficiary regarding
this Plan may be addressed to the last known residence of said person as
indicated in the records of the Company. 
Any notice to, or 


 


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any service of process upon, the Company or the
Committee with respect to this Plan may be addressed as follows:


 


Chief
Financial Officer


First
Financial Bank


100 E.
Lancaster Avenue


Downington,
PA 19335


 


15.9.       Indemnification.  To the extent permitted by law, the Company
shall, and hereby does, indemnify and hold harmless any director, officer, or
employee of the Company who is or may be deemed to be responsible for the operation
of the Plan, from and against any and all losses, claims, damages, or
liabilities (including attorneys’ fees and amounts paid, with the approval of
the Board, in settlement of any claim) arising out of or resulting from a duty,
act, omission, or decision with respect to the Plan, so long as such duty, act,
omission, or decision does not involve gross negligence or willful misconduct
on the part of such director, officer, or employee.  Any individual so indemnified shall, within
10 days after receipt of notice of any action, suit, or proceeding, notify the
President of the Company (or in the President’s absence, or the chief financial
officer of the Company) and offer in writing to the President (or in the
President’s absence, or the chief financial officer of the Company) the
opportunity, at the Company’s expense, to handle and defend such action, suit,
or proceeding, and the Company shall have the right, but not the obligation, to
conduct the defense in any such action, suit, or proceeding.  An individual’s failure to give the President
(or in the President’s absence, or the chief financial officer of the Company)
such notice and opportunity shall relieve the Company of any liability to said
individual under this Section 15.9. 
The Company may satisfy its obligations under this provision (in whole
or in part) by the purchase of insurance. 
Any payment by an insurance carrier to or on behalf of such individual
shall, to the extent of such payment, discharge any obligation of the Company
to the individual under this indemnification.


 


16.                               MISCELLANEOUS


 


16.1.       Alternative
Acts and Times.  If it becomes
impossible or burdensome for the Company or the Committee to perform a specific
act at a specific time required by this Plan, the Company or Committee may perform
such alternative act which most nearly carries out the intent and purpose of
this Plan and may perform such required or alternative act at a time as close
as administratively feasible to the time specified in this Plan for such
performance.


 


16.2.       Masculine
and Feminine, Singular and Plural. 
Whenever used herein, pronouns shall include all genders, and the
singular shall include the plural, and the plural shall include the singular,
whenever the context shall plainly so require.


 


16.3.       Governing
Law and Severability.  This Plan
shall, except as expressly provided for hereunder, be construed in accordance
with the laws of the Commonwealth of Pennsylvania (exclusive of its provisions
regarding conflicts of law) to the extent that such laws are not preempted by
ERISA or other federal laws.  If any
provision of this Plan shall be held illegal or invalid for any reason, such
determination shall not affect the remaining provisions of this Plan which
shall be construed as if said illegal or invalid provisions had never been
included.


 


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16.4.       Facility
of Payment.  If the Plan
Administrator, in its sole discretion, determines that any Employee,
Participant, Inactive Participant, or Beneficiary by reason of infirmity,
minority, or other disability, is physically, mentally, or legally incapable of
giving a valid receipt for any payment due him or her or is incapable of
handling his or her own affairs and if the Plan Administrator is not aware of
any legal representative appointed on his or her behalf, then the Plan
Administrator, in its sole discretion, may direct (a) payment to or for
the benefit of the Employee, Participant, Inactive Participant, or Beneficiary;
(b) payment to any person or institution maintaining custody of the
Employee, Participant, Inactive Participant, or Beneficiary; or (c) payment
to any other person selected by the Plan Administrator to receive, manage, and
disburse such payment for the benefit of the Employee, Participant, Inactive
Participant, or Beneficiary.  The receipt
by any such person of any such payment shall be a complete acquittance
therefor; and any such payment, to the extent thereof, shall discharge the
liability of the Company, the Committee, and the Plan for any amounts owed to the
Employee, Participant, Inactive Participant, or Beneficiary hereunder.  In the event of any controversy or
uncertainty regarding who should receive or whom the Plan Administrator should
select to receive any payment under this Plan, the Plan Administrator may seek
instruction from a court of proper jurisdiction or may place the payment (or
Account) into such court with final distribution to be determined by such
court.


 


16.5.       Correction
of Errors.  Any crediting of
Compensation or interest accruals to the Accounts of any Employee, Participant,
Inactive Participant, or Beneficiary under a mistake of fact or law shall be
returned to the Company.  If an Employee,
Participant, Inactive Participant, or Beneficiary in an application for a
benefit or in response to any request by the Company or the Plan Administrator
for information, makes any erroneous statement, omits any material fact, or
fails to correct any information previously furnished incorrectly to the
Company or the Plan Administrator, or if the Plan Administrator makes an error
in determining the amount payable to an Employee, Participant, Inactive
Participant, or Beneficiary, the Company or the Plan Administrator may correct
its error and adjust any payment on the basis of correct facts.  The amount of any overpayment may be deducted
from or added to the next succeeding payments, or the Plan Administrator may
make a request for reimbursement from the Employee, Participant, Inactive
Participant or Beneficiary as directed by the Plan Administrator.  The Plan Administrator and the Company
reserve the right to maintain any action, suit, or proceeding to recover any
amounts improperly or incorrectly paid to any person under the Plan or in
settlement of a claim or satisfaction of a judgment involving the Plan.


 


16.6.       Missing
Persons.  In the event a
distribution of a part or all of an Account is required to be made from the
Plan to an Employee, Participant, Inactive Participant, or Beneficiary, and
such person cannot be located, the relevant portion of the Account shall remain
subject to the Plan and, if treated as a forfeiture, shall be used to defray
the Company’s contribution obligation under this Plan.  If the affected Employee, Participant,
Inactive Participant, or Beneficiary later contacts the Company, his or her
portion of the Account shall be reinstated and distributed as soon as
administratively feasible.  Prior to
forfeiting any Account, the Company shall attempt to contact the Employee,
Participant, Inactive Participant, or Beneficiary by return receipt mail (or
other carrier) at his or her last known address according to the Company’s
records and, where practical, by letter-forwarding services offered through the



 


Internal Revenue Service, or the Social Security
Administration, or such other means as the Plan Administrator deems
appropriate.


 


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