TF FINANCIAL CORPORATION

                      CHANGE IN CONTROL SEVERANCE AGREEMENT
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         THIS CHANGE IN CONTROL SEVERANCE AGREEMENT  ("Agreement")  entered into
this 25th day of April,  2001  ("Effective  Date"),  by and between TF Financial
Corporation (the "Company") and Robert N. Dusek (the "Executive").

         WHEREAS,  the Executive is experienced in all phases of the business of
the Company and serves the Company as its Chairman of the Board and a director,

         WHEREAS,  the Company wishes to ensure that the Executive  continues to
perform  his  duties as  Chairman  of the Board in a manner  that is in the best
interests of the Company and its stockholders,  and the Board recognizes that if
the  Company  were to seek  strategic  partners  to  acquire  the  Company,  the
participation  and  cooperation  of the Chairman  would be necessary to initiate
such a transaction, to negotiate the most favorable terms for such a transaction
and to close such acquisition,

         WHEREAS, the Board recognizes that upon the acquisition of the Company,
the  Chairman  will  likely  be  terminated  as  Chairman  of the Board and as a
director  even  after  serving  the  best  interests  of  the  Company  and  its
stockholders, and

         WHEREAS,  the Company wishes to ensure the continued  contribution  and
dedication of the Chairman to his duties and responsibilities as Chairman and as
a director;

         WHEREAS, the parties desire by this writing to set forth the rights and
responsibilities  of the Company and  Executive  if the  Executive's  service as
Chairman  of the  Board is  terminated  following  a Change  in  Control  of the
Company.

         NOW, THEREFORE, it is AGREED as follows:

         1. Term of Agreement.  This Agreement shall be in effect  commencing on
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the  Effective  Date  and  ending  on the day  following  the day in  which  the
Executive's  term of office as the  Chairman of the Board shall  terminate  as a
result of the  expiration  of such term of  office,  the  Executive's  voluntary
resignation  from  the  office  of  Chairman  of  the  Board  or  the  voluntary
resignation  as a  director  of the  Company,  the  death or  disability  of the
Executive,  the removal  from office of the  Executive  as the  Chairman or as a
director by the Board of  Directors  of the  Company,  or a  determination  by a
majority  vote of the  Board at a regular  or  special  meeting  of the Board to
terminate  this  Agreement,  absent a Change in Control of the  Company  and the
written  delivery  of  such  termination  action  by  the  Board  (collectively,
"Termination Event"). Notwithstanding the foregoing, this Agreement shall not be
deemed to be  terminated  as noted  above in the event that there is a Change in
Control of the Company contemporaneous with or prior to such Termination Event.


<PAGE>


         2.  Termination of Service in Connection with or Subsequent to a Change
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             in Control.
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         Notwithstanding  any provision herein to the contrary,  in the event of
the  termination  of the  Executive's  service as  Chairman  of the Board of the
Company's  Board of  Directors  upon any Change in Control  of the  Company,  or
within 18 months  after  such  Change in  Control,  absent  Just  Cause for such
termination,  Executive shall be paid a lump-sum payment of $250,000 within five
business days of such  termination of the Executive's  service.  Notwithstanding
the forgoing,  all sums payable hereunder shall be reduced in such manner and to
such extent so that no such payments made  hereunder  when  aggregated  with all
other  payments,  if any, to be made to the Executive by the Company and related
tax entities shall be deemed an "excess  parachute  payment" in accordance  with
Section 280G of the Internal  Revenue Code of 1986, as amended  ("Code") and, if
paid,  the  Executive  would be subject to the  excise tax  provided  at Section
4999(a) of the Code. The term "Change in Control" shall refer to (i) the sale of
all, or a material  portion,  of the assets of the  Company;  (ii) the merger or
recapitalization of the Company whereby the Company is not the surviving entity;
(iii) a change in control of the Company,  as otherwise defined or determined by
the Office of Thrift  Supervision or regulations  promulgated by it; or (iv) the
acquisition,  directly or indirectly,  of the beneficial  ownership  (within the
meaning of that term as it is used in Section 13(d) of the  Securities  Exchange
Act of 1934 and the rules and regulations promulgated thereunder) of twenty-five
percent (25%) or more of the outstanding voting securities of the Company or the
Parent  by any  person,  trust,  entity  or group.  The term  "person"  means an
individual  other than the  Executive,  or a  corporation,  partnership,  trust,
association, joint venture, pool, syndicate, sole proprietorship, unincorporated
organization  or any other form of entity not  specifically  listed herein.  The
provisions  of this Section  shall  survive the  termination  of this  Agreement
occurring after a Change in Control.

         3.  Other Changes in Employment Status.
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         Except as provided for at Section 1, herein, the Board of Directors may
terminate the  Executive's  service as Chairman of the Board at any time with or
without  Just Cause  within its sole  discretion.  This  Agreement  shall not be
deemed to give the  Executive  any right to be  retained  in the  employment  or
service of the Company,  to interfere with the right of the Company to terminate
the  employment  or service of the  Executive at any time for any reason,  or to
receive  any  compensation  from the  Company,  except as detailed at Section 2,
herein.  The  Executive  shall  have no right to receive  compensation  or other
benefits under this Agreement if termination is for Just Cause.  Termination for
"Just Cause" shall include,  but is not limited to,  termination  because of the
Executive's  personal dishonesty,  willful misconduct,  breach of fiduciary duty
involving personal profit, intentional failure to perform stated duties, willful
violation  of any law,  rule or  regulation  (other than traffic  violations  or
similar  offenses) or final  cease-and-desist  order issued by a federal banking
regulatory having regulatory authority over the Company, or a material breach of
any provision of the Agreement.



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<PAGE>

         4.  Duties of Executive.
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         In  consideration  for the obligations of the Company due the Executive
as set forth at Section 2, herein, the Executive agrees that for a period of one
year from the date of  termination  of service as  Chairman  of the Board of the
Company  following a Change in Control,  as set forth at Section 2, herein,  the
Executive shall not:

         (i)  without  the  express  written  consent of  Company,  directly  or
indirectly  communicate  or  divulge  to, or use for his own  benefit or for the
benefit of any other person, firm, association, or corporation, any of the trade
secrets,  proprietary data or other confidential  information communicated to or
otherwise  learned  or  acquired  by the  Executive  from  the  Company,  or any
subsidiary of such entities,  except that Executive may disclose such matters to
the extent that disclosure is required by a court or other  governmental  agency
of competent jurisdiction.

         (ii)  contact  (with a view  toward  selling  any  product  or  service
competitive  with any  product or  service  sold or  proposed  to be sold by the
Company,  or any subsidiary of such entities) any person,  firm,  association or
corporation  (A) to which the Company,  or any  subsidiary of such entities sold
any product or service,  (B) which Executive  solicited,  contacted or otherwise
dealt with on behalf of the Company, or any subsidiary of such entities,  or (C)
which  Executive  was  otherwise  aware  was a  client  of the  Company,  or any
subsidiary of such entities.  Executive will not directly or indirectly make any
such contact, either for his own benefit or for the benefit of any other person,
firm, association, or corporation.

         (iii)  employ,  solicit,  or induce,  or attempt to employ,  solicit or
induce,  any employee of the Company,  or any subsidiary of such  entities,  for
employment with any financial services enterprise  (including but not limited to
a savings and loan association,  bank, credit union, or insurance company),  nor
will the Executive directly or indirectly,  on his behalf or for others, seek to
influence  any employee of the Company,  or any  subsidiary  of such entities to
leave the employ of the Company, or any subsidiary of such entities

         (iv)  make  any  public  statements   regarding  the  Company,  or  its
successors,  or any subsidiary of such entities without the prior consent of the
Company, or its successors, and the Executive shall not make any statements that
disparage  the  Company,  or any  subsidiary  of such  entities or the  business
practices of the Company, or any subsidiary of such entities.

         (v) The provisions of this Section shall survive the expiration of this
Agreement.

         4.  Regulatory  Exclusions.  Notwithstanding  anything  herein  to  the
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contrary,  any payments  made to the  Executive  pursuant to the  Agreement,  or
otherwise,  shall  be  subject  to  and  conditioned  upon  compliance  with  12
USCss.1828(k) and any regulations promulgated thereunder.


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<PAGE>

         5.  Successors and Assigns.
             ----------------------

         (a) This  Agreement  shall inure to the benefit of and be binding  upon
any corporate or other successor of the Company which shall acquire, directly or
indirectly,   by  merger,   consolidation,   purchase  or   otherwise,   all  or
substantially all of the assets or stock of the Company.

         (b) The Executive  shall be precluded  from assigning or delegating his
rights or duties  hereunder  without first  obtaining the written consent of the
Company.

         6.  Amendments.  No amendments or additions to this Agreement  shall be
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binding  upon the  parties  hereto  unless  made in  writing  and signed by both
parties, except as herein otherwise specifically provided.

         7.  Applicable  Law. This  agreement  shall be governed by all respects
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whether as to validity, construction, capacity, performance or otherwise, by the
laws of the Commonwealth of Pennsylvania,  except to the extent that Federal law
shall be deemed to apply.

         8.  Severability.  The  provisions  of this  Agreement  shall be deemed
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severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or enforceability of the other provisions hereof.

         9.  Arbitration. Any controversy or claim arising out of or relating to
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this  Agreement,  or  the  breach  thereof,  shall  be  settled  exclusively  by
arbitration in accordance  with the rules then in effect of the district  office
of the American  Arbitration  Association  ("AAA") nearest to the home office of
the Company,  and judgment  upon the award  rendered may be entered in any court
having jurisdiction thereof, except to the extend that the parties may otherwise
reach a mutual  settlement of such issue.  The  provisions of this Section shall
survive the expiration of this Agreement.

         10.  Non-Disclosure.  Executive  will not,  during or after the term of
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this Agreement,  directly or indirectly,  disseminate or disclose to any person,
firm or entity,  except to his or her legal  advisor or financial  advisor,  the
terms  of this  Agreement  without  the  written  consent  of the  Company.  The
provisions of this Section shall survive the expiration of this Agreement.

         11. Entire Agreement. This Agreement together with any understanding or
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modifications  thereof as agreed to in writing by the parties,  shall constitute
the entire agreement between the parties hereto.



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