**Exhibit 10.1**

**FOX CHASE BANKCHANGE IN CONTROL AGREEMENT**

**THIS****AGREEMENT** (“Agreement”) is hereby entered into as of****July 6, 2007,****by and between **FOX CHASEBANK** (the “Bank”), a federally chartered savings bank, Roger S.Deacon****(“Executive”) and **FOX CHASE BANCORP, INC.**(the “Company”), a federally-chartered corporation and the holding company ofthe Bank, as guarantor.

**WHEREAS,**the Bank recognizes the importance of Executive to the Bank’s operations andwishes to protect his position with the Bank in the event of a change incontrol of the Bank or the Bank for the period provided for in this Agreement;and

**WHEREAS,** Executiveand the Bank desire to enter into an agreement setting forth the terms andconditions of payments due to Executive in the event of a change in control andthe related rights and obligations of each of the parties.

**NOW, THEREFORE,** inconsideration of the promises and mutual covenants herein contained, it ishereby agreed as follows:

**1.****                                      TERMOF AGREEMENT.**

(a)           The term of this Agreement shall be(i) the initial term of this Agreement, consisting of the period commencing onthe date of this Agreement (the “Effective Date”) and ending on the secondanniversary of the Effective Date, plus (ii) any and all extensions of theinitial term made pursuant to this Section 1.

(b)           Oneach anniversary date thereafter, the Board of Directors of the Bank (the “Boardof Directors”) may extend the term of this Agreement for an additional one (1)year period beyond the then effective expiration date: provided that Executiveshall not have given at least sixty (60) days’ written notice of his desirethat the term not be extended.

(c)           Notwithstandinganything in this Section to the contrary, this Agreement shall terminate ifExecutive or the Bank terminates Executive’s employment prior to a Change inControl.

**2.****                                      TERMINATIONOF EMPLOYMENT AFTER A CHANGE IN CONTROL.**

(a)           Upon the occurrence of a Change inControl followed at any time during the term of this Agreement by (i) thetermination of Executive’s employment by the Bank, other than for Cause (asdefined in Section 3 below), or (ii) the Executive’s termination of employmentfor “Good Reason” (as defined in Section 3 below), Executive shall be entitledto receive the following:

(A)                              continuationof Executive’s base salary for a period of twenty-four (24) months.

(B)                                continuationof health (including medical and dental) and life insurance coverage for aperiod of twenty-four (24) months upon terms no less favorable than the termsupon which such coverage was provided to Executive prior to Executive’stermination of employment.  In the eventthat the Bank is unable to provide such coverage by reason of Executive nolonger being an employee, the Bank shall provide Executive with comparablecoverage on an individual policy basis.

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(C)**                               **For purposes of this Agreement, “base salary”shall mean:

(i)                                     for salaried employees, the employee’s annualbase salary shall be defined as the current rate in effect on his or hertermination date plus the highest cash bonus or similar cash incentivecompensation paid to or accrued on behalf of the Executive with respect to thetwo (2) taxable years preceding his termination of employment or, if greater,the rate in effect on the date immediately preceding the Change in Control.

(ii)                                  for employees whose compensation isdetermined in whole or in part on the basis of commission income, the employee’sbase salary at termination (or, if greater, the base salary on date immediatelypreceding the effective date of the Change in Control), if any, plus thecommissions earned by the employee in the twelve (12) full calendar monthspreceding his or her termination date (or, if greater, the commissions earnedin the twelve (12) full calendar months immediately preceding the effectivedate of the Change in Control).

(iii)                               for hourly employees, the employee’s totalhourly wages for the twelve (12) full calendar months preceding his or hertermination date or, if greater, the twelve (12) full calendar months precedingthe effective date of the Change in Control.

**3.**             **DEFINITIONS;SPECIAL LIMITATIONS.**

(a)                                  Forpurposes of this Agreement, the following definitions shall apply:

(A)          “Changein Control” means the occurrence of one of the following events:

i.                                          Merger:  The Bank or the Company mergesinto or consolidates with another entity, or merges another entity into theBank or the Company, and as a result less than a majority of the combinedvoting power of the resulting entity immediately after the merger orconsolidation is held by persons who were shareholders of the Bank or theCompany immediately before the merger or consolidation;

ii.                                       Change in Board Composition: During any period of two consecutive years, individuals who constitutethe Boards of Directors of the Bank or the Company at the beginning of thetwo-year period cease for any reason (other than as required by the Order toCease and Desist dated June 6, 2005 entered into by the Bank with the Office ofThrift Supervision) to constitute at least a majority of the Boards ofDirectors of the Bank or the Company; provided, however, that for purposes ofthis clause (iii), each director who is first elected by the board (or firstnominated by the board for election by the members) by a vote of at leasttwo-thirds (2/3) of the directors who were directors at the beginning of thetwo-year period shall be deemed to have also been a director at the beginningof such period; or

iii.                                    Acquisition ofSignificant Share Ownership*:*  There is filed, or required to be filed, areport on Schedule 13D or another form or schedule (other than Schedule 13G)required under Sections 13(d) or 14(d) of the Securities Exchange Act of 

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1934, if the schedule discloses that the filing person or personsacting in concert has or have become the beneficial owner(s) of 20% or more ofa class of the Bank’s or the Company’s voting securities, however this clause(iii) shall not apply to beneficial ownership of Bank or Company voting sharesheld in a fiduciary capacity by an entity of which the Bank or the Companydirectly or indirectly beneficially owns 50% or more of its outstanding votingsecurities; or

iv.                                   Sale of Assets:  TheBank or the Company sells to a third party all or substantially all of itsassets; or

v.                                      Proxy Statement Distribution:  Anindividual or company (other than current management of the Company) solicitsproxies from stockholders of the Company seeking stockholder approval of a planof reorganization, merger or consolidation of the Company or Bank with one ormore corporations as a result of which the outstanding shares of the class ofsecurities then subject to such plan or transaction are exchanged for orconverted into cash or property or securities not issued by the Bank or theCompany; or

vi.                                   Tender Offer:  Atender offer is made for 20% or more of the voting securities of the Bank orCompany then outstanding.

Notwithstandinganything in this Agreement to the contrary, in no event shall thereorganization of the Bank from the mutual holding company form of organizationto the full stock holding company form of organization (including theelimination of the mutual holding company) constitute a “Change in Control” forpurposes of this Agreement.

(B)                              “GoodReason” means, unless Executive has consented in writing thereto, theoccurrence following a Change in Control, of any of the following:

i.                                          amaterial reduction in title, authority or responsibilities;

ii.                                       areduction of the Executive’s base salary in effect immediately prior to theChange in Control;

iii.                                    therelocation of the Executive’s office to a location more than 30 miles from itslocation immediately prior to the Change in Control;

iv.                                   thetaking of any action by the Bank or any of its affiliates or successors thatwould materially adversely affect Executive’s overall compensation and benefitspackage, unless such changes to the compensation and benefits package are madeon a non-discriminatory basis to all employees; or

v.                                      failureof any successor institution to assume the obligations under this Agreement inaccordance with Section 16 of this Agreement

(b)           Executive shall not have the right toreceive termination benefits pursuant to Section 3 hereof upon termination forCause.  The term “Cause” shall meantermination of Executive’s employment by the Bank because of Executive’spersonal dishonesty, incompetence, willful misconduct, any breach of fiduciaryduty involving personal profit, intentional failure to perform stated duties,willful violation of any law, rule, regulation (other than traffic violationsor similar offenses), final cease and desist order, or 

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any materialbreach of any provision of this Agreement. Executive shall not have the right to receive compensation or otherbenefits for any period after termination for Cause.

(c)           Notwithstanding anything in thisAgreement to the contrary, in no event shall the aggregate payments or benefitsto be made or afforded to Executive under said paragraphs or otherwise (the “TerminationBenefits”) constitute an “excess parachute payment” under Section 280G of theInternal Revenue Code of 1986, as amended, or any successor thereto, and toavoid such a result, Termination Benefits will be reduced, if necessary, to anamount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00)less than an amount equal to three (3) times Executive’s “base amount,” as determinedin accordance with said Section 280G. The allocation of the reduction required hereby among the TerminationBenefits provided by this Section 3 shall be determined by Executive.

(d)           Notwithstandinganything in this Agreement to the contrary, if the Bank in good faithdetermines that amounts that, as of the effective date of the Executive’stermination of employment are or may become payable to the Executive upontermination of his employment hereunder are required to be suspended or delayedfor six (6) months in order to satisfy the requirements of Section 409A of theInternal Revenue Code, then the Bank will so advise the Executive, and any suchpayments shall be suspended and accrued for six months.

**4.             NOTICE OF TERMINATION.**

(a)           Any termination by the Bank or byExecutive shall be communicated by Notice of Termination to the other partyhereto.  For purposes of this Agreement,a “Notice of Termination” shall mean a written notice which shall indicate thespecific termination provision in this Agreement relied upon and shall setforth in detail the facts and circumstances claimed to provide a basis fortermination of Executive’s employment under the provision so indicated.

(b)           “Date of Termination” shall mean the date specified in the Notice of Termination (which, in the case of a termination for Cause, shall not be less than thirty (30) days from the date such Notice of Termination is given).

**5.             NON-COMPETE; NON-SOLICITATION.**

(a)           During the period commencing on theeffective date of Executive’s termination of employment (i) on a voluntarybasis at any time but without Good Reason, or (ii) following a Change inControl, by the Bank without Cause or by Executive with Good Reason, and endingone(1) yearthereafter  (the “Restricted Period”),Executive shall not, without express prior written consent of the Bank,directly or indirectly, own or hold any proprietary interest in, or be employedby or receive remuneration from, any corporation, partnership, soleproprietorship or other entity (collectively, an “entity”) “engaged incompetition” (as defined below) with the Bank or any of its affiliates (a “Competitor”).  For purposes of the preceding sentence, theterm “proprietary interest” means direct or indirect ownership of an equityinterest in an entity other than ownership of less than two (2) percent of anyclass stock in a publicly-held entity. Further, an entity shall be considered to be “engaged in competition” ifsuch entity is, or is a holding company for or a subsidiary of an entity whichis engaged in the business of providing banking, trust services, assetmanagement advice, or similar financial services to consumers, businessesindividuals or other entities; and the entity, holding company orsubsidiary maintains physical offices for the transaction of such business orbusinesses in any city, town or county in which the Executive’s normal businessoffice is located or the Bank has an office or has filed an application forregulatory approval to establish an office, as determined on the date of Executive’stermination of employment.

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(b)           During the Restricted Period,Executive shall not, without express prior written consent of the Bank, solicitor assist any other person in soliciting for the account of any Competitor, anycustomer or client of the Bank or any of its subsidiaries.

(c)           During the Restricted Period,Executive shall not, without the express prior written consent of the Bank,directly or indirectly, (i) solicit or assist any third party in soliciting foremployment any person employed by the Bank or any of its subsidiaries at thetime of the termination of Executive’s employment (collectively, “Employees”),(ii) employ, attempt to employ or materially assist any third party inemploying or attempting to employ any Employee, or (iii) otherwise act onbehalf of any Competitor to interfere with the relationship between the Bank orany of its affiliates and their respective Employees.

(d)           Executive acknowledges that therestrictions contained in this Section 5 are reasonable and necessary toprotect the legitimate interests of the Bank and that any breach by Executiveof any provision contained in this Section 5 will result in irreparable injuryto the Bank for which a remedy at law would be inadequate.  Accordingly, Executive acknowledges that theBank shall be entitled to temporary, preliminary and permanent injunctiverelief against Executive in the event of any breach or threatened breach byExecutive of the provisions of this Section 5, in addition to any other remedythat may be available to the Bank whether at law or in equity.  With respect to any provision of this Section5 finally determined by a court of competent jurisdiction to be unenforceable,such court shall be authorized to reform this Agreement or any provision hereofso that it is enforceable to the maximum extent permitted by law.  If the covenants of Section 5 are determinedto be wholly or partially unenforceable in any jurisdiction, such determinationshall not be a bar to or in any way diminish the Bank’s right to enforce suchcovenants in any other jurisdiction and shall not bar or limit theenforceability of any other provisions. The Bank shall not be required to post any bond or other security inconnection with any proceeding to enforce the provisions of this Section 5.

(e)           The provisions of this Section 5shall survive the termination of Executive’s employment with the Bank for anyreason whatsoever so long as the termination of employment occurs during theTerm, provided, however, that if the Executive or Bank give notice that theAgreement shall not be extended beyond the effective expiration date, therestrictions set forth in this Section 5 shall survive the termination ofExecutive’s employment with the Bank for a period of six (6) months.

(f)            Notwithstanding the foregoing,Executive may elect to waive the payment provided for under Section 2(a)Aof this Agreement in exchange for a release of all restrictions set forth inSection 5(a)-(e) of this Agreement. Executive must make his election under this Section 5(f) in writingand within 5 business days of receiving his Notice of Termination.

**6.             SOURCE OF PAYMENTS.**

Allpayments provided in this Agreement shall be timely paid in cash or check fromthe general funds of the Bank.  The Company, however, unconditionally guaranteespayment and provision of all amounts and benefits due hereunder to Executiveand, if such amounts and benefits due from the Bank are not timely paid orprovided by the Bank, such amounts and benefits shall be paid or provided bythe Company.

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**7.             EFFECTON PRIOR AGREEMENTS AND EXISTING BENEFIT PLANS.**

This Agreement contains the entire understandingbetween the parties hereto and supersedes any prior agreement between the Bankand Executive, except that this Agreement shall not affect or operate to reduceany benefit or compensation inuring to Executive of a kind elsewhereprovided.  Nothing in this Agreementshall confer upon Executive the right to continue in the employ of the Bank orshall impose on the Bank any obligation to employ or retain Executive in itsemploy for any period.

**8.             NO ATTACHMENT.**

(a)           Except as required by law, no rightto receive payments under this Agreement shall be subject to anticipation,commutation, alienation, sale, assignment, encumbrance, charge, pledge, orhypothecation or to execution, attachment, levy or similar process orassignment by operation of law, and any attempt, voluntary or involuntary, toaffect any such action shall be null, void and of no effect.

(b)           This Agreement shall be binding upon,and inure to the benefit of, Executive, the Bank and their respectivesuccessors and assigns.

**9.             MODIFICATION AND WAIVER****.**

(a)           This Agreement may not be modified oramended except by an instrument in writing signed by the parties hereto.

(b)           No term or condition of this Agreementshall be deemed to have been waived, nor shall there be any estoppel againstthe enforcement of any provision of this Agreement, except by writteninstrument of the party charged with such waiver or estoppel.  No such written waiver shall be deemed acontinuing waiver unless specifically stated therein, and each such waivershall operate only as to the specific term or condition waived and shall notconstitute a waiver of such term or condition for the future or as to any actother than that specifically waived.

**10.          SEVERABILITY****.**

If, for anyreason, any provision of this Agreement, or any part of any provision, is heldinvalid, such invalidity shall not affect any other provision of this Agreementor any part of such provision not held so invalid, and each such otherprovision and part thereof shall to the full extent consistent with lawcontinue in full force and effect.

**11.          HEADINGS FOR REFERENCE ONLY.**

The headings of sectionsand paragraphs herein are included solely for convenience of reference andshall not control the meaning or interpretation of any of the provisions ofthis Agreement.  In addition, referencesherein to the masculine shall apply to both the masculine and the feminine.

**12.          GOVERNING LAW.**

Except to theextent preempted by federal law, the validity, interpretation, performance, andenforcement of this Agreement shall be governed by the laws of the Commonwealthof Pennsylvania, without regard to principles of conflicts of law ofPennsylvania.

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**13.          ARBITRATION.**

Any dispute orcontroversy arising under, or in connection with, this Agreement shall besettled exclusively by arbitration, conducted before an arbitrator sitting in alocation selected by Executive within twenty-five (25) miles from the locationof the main office of the Bank, in accordance with the rules of the AmericanArbitration Association then in effect relating to employment disputes.  Judgment may be entered on the arbitrator’saward in any court having jurisdiction.

**14.          PAYMENT OF LEGAL FEES.**

All reasonablelegal fees paid or incurred by Executive pursuant to any dispute or question ofinterpretation relating to this Agreement shall be paid or reimbursed by theBank, only if Executive is successful pursuant to a legal judgment, arbitrationor settlement.

**15.          INDEMNIFICATION****.**

TheBank shall provide Executive (including his heirs, executors andadministrators) with coverage under a standard directors’ and officers’liability insurance policy at its expense and shall indemnify Executive (andhis heirs, executors and administrators) to the fullest extent permitted underapplicable law against all expenses and liabilities reasonably incurred by himin connection with or arising out of any action, suit or proceeding in which hemay be involved by reason of his having been an officer of the Bank (whether ornot he continues to be a director or officer at the time of incurring suchexpenses or liabilities), such expenses and liabilities to include, but not belimited to, judgments, court costs, attorneys’ fees and the cost of reasonablesettlements.

**16.          SUCCESSORS TO THE BANK.**

TheBank shall require any successor or assignee, whether direct or indirect, bypurchase, merger, consolidation or otherwise, to all or substantially all ofthe business or assets of the Bank, expressly and unconditionally to assume andagree to perform the Bank’s obligations under this Agreement, in the samemanner and to the same extent that the Bank would be required to perform if nosuch succession or assignment had taken place.

**17.          REQUIRED PROVISIONS.**

In the event anyof the provisions of this Section 17 are in conflict with the other terms ofthis Agreement, this Section 17 shall prevail.

(a)           The Bank’s board ofdirectors may terminate Executive’s employment at any time, but any terminationby the Bank, other than Termination for Cause, shall not prejudice Executive’sright to compensation or other benefits under this Agreement.  Executive shall not have the right to receivecompensation or other benefits for any period after Termination for Cause as definedin Section 2(b) above.

(b)           If Executive issuspended from office and/or temporarily prohibited from participating in theconduct of the Bank’s affairs by a notice served under Section 8(e)(3) or8(g)(1) of the Federal Deposit Insurance Act, 12 U.S.C. §1818(e)(3) or (g)(1);the Bank’s obligations under this contract shall be suspended as of the date ofservice, unless stayed by appropriate proceedings.  If the charges in the notice are dismissed,the Bank may in its discretion:  (i) payExecutive all or part of the compensation withheld while their contractobligations were suspended; and (ii) reinstate (in whole or in part) any of theobligations which were suspended.

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(c)           If Executive is removedand/or permanently prohibited from participating in the conduct of the Bank’saffairs by an order issued under Section 8(e)(4) or 8(g)(1) of the FederalDeposit Insurance Act, 12 U.S.C. §1818(e)(4) or (g)(1), all obligations of theBank under this contract shall terminate as of the effective date of the order,but vested rights of the contracting parties shall not be affected.

(d)           If the Bank is indefault as defined in Section 3(x)(1) of the Federal Deposit Insurance Act, 12U.S.C. §1813(x)(1) all obligations of the Bank under this contract shallterminate as of the date of default, but this paragraph shall not affect anyvested rights of the contracting parties.

(e)           All obligations underthis contract shall be terminated, except to the extent determined thatcontinuation of the contract is necessary for the continued operation of theBank:  (i) by the Director of the OTS (orhis designee), at the time the FDIC enters into an agreement to provideassistance to or on behalf of the Bank under the authority contained in Section13(c) of the Federal Deposit Insurance Act, 12 U.S.C. §1823(c); or (ii) by theDirector of the OTS (or his designee) at the time the Director (or hisdesignee) approves a supervisory merger to resolve problems related to theoperations of the Bank or when the Bank is determined by the Director to be inan unsafe or unsound condition.  Anyrights of the parties that have already vested, however, shall not be affectedby such action.

(f)            Any payments made toemployees pursuant to this Agreement, or otherwise, are subject to andconditioned upon their compliance with 12 U.S.C. §1828(k) and FDICregulation 12 C.F.R. Part 359, Golden Parachute and Indemnification Payments.

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# **SIGNATURES**

**INWITNESS WHEREOF,** Fox Chase Bank has caused this Agreement tobe executed and its seal to be affixed hereunto by a duly authorized officer,and Executive has signed this Agreement, on the day of July 6, 2007.
| **ATTEST:**             |       | **FOX CHASE BANK**                 |
|-------------------------|------------|------------------------------------|
| ** **              |       |                               |
| ** **              |       |                               |
| /s/ Jerry Holbrook      |       |                               | By: | /s/ Thomas M. Petro |
| Corporate Secretary     |       | For the Entire Board of  Directors |
|                    |       |                               |   |   |
| ** **              |       | **FOX  CHASE BANCORP, INC.**       |   |   |
| *** ***            |       | ***(guarantor)***                  |   |   |
| *** ***            |       | *** ***                       |   |   |
|                    |       | By:                                | /s/ Thomas M. Petro |   |
|                    |       |                               |
| **WITNESS:**            | ** ** | **EXECUTIVE**                      |
| ** **              | ** ** | ** **                         |
| ** **              | ** ** | ** **                         |
| /s/ Michelle  Davenport |       |                               | /s/ Roger S. Deacon |
|                         |            |                                    |  |  |  |  |  |  |

 

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