Exhibit 10.3


 


AMENDMENT


 


to the


 


FIRST
FINANCIAL BANK


BOARD OF
DIRECTORS DEFERRED COMPENSATION PLAN


 


WHEREAS, First Financial Bank maintained the
First Financial Bank Board of Directors Deferred Compensation Plan, as amended
and restated effective January 1, 2003 (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 10 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.  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.


 


(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.


 


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(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 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 10.1
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

  



 


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FIRST FINANCIAL BANK


 


BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN


 


AS AMENDED AND RESTATED


 


EFFECTIVE JANUARY 1, 2003


 





















 


FIRST FINANCIAL BANK


BOARD OF DIRECTORS DEFERRED COMPENSATION PLAN


 


First
Financial Bank hereby establishes the First Financial Bank Board of Directors
Deferred Compensation Plan effective November 1, 2002.


 


1.                                      PURPOSE


 


The
primary purpose of the Plan is to provide deferred compensation to the
non-employee members of the First Financial Bank (“Company”) Board of
Directors, 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”).  The
Company has adopted this Plan to provide those members of the Board of
Directors of the Company who are not also employees of the Company with the
opportunity to defer part or all 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 a Director under this Plan, (ii) any investment earnings,
losses, interest accruals, administrative expenses, etc. with respect to those
amounts, and (iii) any distributions to a Director or Beneficiary.


 


b.             “Beneficiary”
refers to the person or entity selected to receive any portion of a Director’s
Account that has not been distributed from the Plan at the time of the Director’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 a Director fails to designate a
Beneficiary or no designated Beneficiary survives the Director, or, if not a
natural person, does not continue in effect the Plan Administrator will direct
payment of benefits to the Director’s spouse, if the Director is married at the
date of his or her death; or to the Director’s estate, if the Director is not
married at the time of his or her death. 
For purposes of this subsection, a Director 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 11.1
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 Director’s fees for service as a Director.


 


h.             “Director”
refers to a member of the Board of Directors who is not an employee of the
Company.


 


i.              “Disability”
refers to a physical or mental condition determined by the Administrative
Committee to be one which makes the Director unable to continue as a Director.


 


j.              “Effective
Date” refers to November 1, 2002.


 


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


 


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


 


m.            “Inactive
Participant” refers to a Director 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
Service but still has a vested, accrued benefit.


 


n.             “Participant”
refers to a Director who elects to defer under the Plan part or all of his or
her Compensation earned during the applicable Plan Year.


 


o.             “Plan”
shall mean this First Financial Bank Board of Directors Deferred Compensation
Plan, as amended from time to time.


 


p.             “Plan
Administrator” refers to the Company.


 


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


 


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


 


s.             “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 


 


2





















 


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.


 


t.              “Termination
of Service” refers to a Director’s ceasing to be a member of the Board.


 


3.                                      ELIGIBILITY


 


3.1.         The
Board.  The non-employee members
of the Board are eligible to participate in the Plan.


 


4.                                      DEFERRAL OF COMPENSATION


 


4.1.         Election
to Defer.  A
Director 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, a Director may elect to defer any whole
percentage, up to 100% of his or her Compensation.  At the time a Director completes a deferral
election form, the Director 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 Director’s Account and the
rate and form of the distribution.


 


4.2.         Date
and Notice of Deferral Election.  A Director 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 Director will render
the services for which he or she will earn any part of the Compensation payable
to the Director for service during that year (“Deferral Election Period”).  For the initial Plan Year of the Plan, the
first Deferral Election Period shall end no earlier than October 31,
2002.  The deferral election of a
Director that is made in the Director’s first year as a Director where the
individual becomes a Director after the Deferral Election Period for a
particular year (“New Director Election”) shall end no earlier than 30 days
after his or her first date of becoming a Director.  A New Director Election shall be effective with
respect to Compensation paid after the end of the Director’s initial election
period.


 


4.3.         Multiple
Elections.  An election to defer
Compensation shall be effective on the date a Director delivers a completed
deferral election form to the Committee; provided, however, that, if the
Director delivers another properly completed deferral election form for 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 Director Election in order to defer any portion of Compensation earned in
any calendar year, a Director must submit at least one completed deferral
election form during the 90-day period immediately preceding the start of that
calendar year.


 


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 


 


3





















 


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 a Director under Section 4 above.  The Plan Administrator shall credit the
Account with the full amount of Compensation deferred in any payment
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 Director’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 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 for any Plan Year shall equal the
average of the 3-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.


 


6.                                      IN-SERVICE WITHDRAWALS


 


6.1.         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 6
prior to that date.


 


6.2.         Other
Withdrawals.  Prior to the
termination of his or her service as a Director, Disability, or an income tax
obligation distribution, a Participant may not withdraw any funds from his or
her Account, except as provided in Section 6.1.


 


6.3.         Termination
of Service.  Subject to a Participant’s or
Inactive Participant’s election of a distribution date and form under Section 4.1,
upon the Termination of Service of a 


 


4





















 


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 deferrals are elected to be made in 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 Service
occurs (“Start Date”).


 


6.4.         Death
Prior to Commencement of Distributions. 
Upon the death of a Participant or Inactive Participant prior to the
commencement of any distribution under Section 6.3 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.


 


6.5.         Death
After Commencement of Distributions. 
Upon the death of a Participant or Inactive Participant after the
commencement of any distribution in accordance with Section 6.3 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.


 


6.6.         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.


 


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


 


7.                                      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 a Director’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 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 a Director, 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 Director, Participant,
Inactive Participant, or Beneficiary has an interest in any Account under this
Plan until the Director, 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.  Notwithstanding the foregoing,
in the event of a 


 


5





















 


Change in Control, (i) if
a rabbi trust is in existence at such time, the Company will contribute such
amount to the trust as will satisfy all obligations to Participants and
Beneficiaries hereunder, and (ii) if no rabbi trust is in existence at
such time, the Company will establish an irrevocable rabbi trust and contribute
thereto an amount that will satisfy all obligations to Participant and
Beneficiaries hereunder.


 


8.                                      NON-ALIENATION OF BENEFITS


 


No
Director, 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 Director, Participant, Inactive Participant,
or Beneficiary.  Nothing in the preceding
sentence shall prohibit an offset of amounts which the Director, 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 a Director,
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.


 


9.                                      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 (a) the
Company will employ any person at any particular position or level of
Compensation, or (b) any person will continue as a Director.


 


10.                               AMENDMENT OR TERMINATION OF PLAN


 


10.1.       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 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.


 


a.             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.


 


10.2.       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.


 


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11.                               ADMINISTRATIVE PROCEDURES AND DISPUTE RESOLUTION


 


11.1.       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.


 


11.2.       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 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.


 


11.3.       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 Director
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.


 


11.4.       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 11.3,
shall be paid directly by the Company. 
Such 


 


7





















 


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.


 


11.5.       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.


 


11.6.       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.


 


11.7.       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 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 review is not made
within such 60-day period, the Claimant shall forfeit his or her right to
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 


 


8





















 


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.


 


11.8.       Notices.  Any notice from the Company or the Committee
to a Director, 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 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


 


11.9.       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, the chief financial
officer of the Company) and offer in writing to the President (or in the
President’s absence, 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, the chief financial office of the Company) such
notice and opportunity shall relieve the Company of any liability to said
individual under this Section 11.9. 
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.


 


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12.                               MISCELLANEOUS


 


12.1.       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.


 


12.2.       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.


 


12.3.       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.


 


12.4.       Facility
of Payment.  If the Plan
Administrator, in its sole discretion, determines that any Director,
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
Director, Participant, Inactive Participant, or Beneficiary; (b) payment
to any person or institution maintaining custody of the Director, 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 Director, 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 Director,
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.


 


12.5.       Correction
of Errors.  Any crediting of
Compensation or interest accruals to the Accounts of any Director, Participant,
Inactive Participant, or Beneficiary under a mistake of fact or law shall be
returned to the Company.  If a Director,
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 a Director, 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 


 


10





















 


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 Director, 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.


 


12.6.       Missing
Persons.  In the event a
distribution of a part or all of an Account is required to be made from the
Plan to a Director, Participant, Inactive Participant, or Beneficiary, and such
person cannot be located, the relevant portion of the Account shall remain
subject to the Plan.  If the affected
Director, 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 Director, 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.


 


IN
WITNESS WHEREOF, the designated officer has executed this
document on the date set forth adjacent to his or her signature below.


 


	
   

  	
  First
  Financial Bank

  
	
   

  	
   

  
	
  Dated:

  	
  January 22, 2003

  	
   

  	
  By:

  	
  /s/ Albert S. Randa

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Chief Financial Officer

  	
   

  
								



 


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