Willow Financial Bancorp, Inc. Sample Contracts

COMMON SHARES (Par Value $.01 Per Share)
Agency Agreement • December 14th, 2001 • Willow Grove Bancorp Inc/New • New York
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AMENDMENT NUMBER 1 to the EMPLOYMENT AGREEMENT Between WILLOW GROVE BANK And CHRISTOPHER E. BELL
Employment Agreement • January 20th, 2006 • Willow Grove Bancorp Inc/New • Savings institution, federally chartered
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • October 29th, 2007 • Willow Financial Bancorp, Inc. • Savings institution, federally chartered • Pennsylvania

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of October 23, 2007 and is between Willow Financial Bank, a federally chartered savings bank (the “Bank” or the “Employer”), and Ammon J. Baus (the “Executive”).

WILLOW FINANCIAL BANCORP, INC. AMENDED AND RESTATED
Recognition and Retention Plan and Trust Agreement • October 30th, 2008 • Willow Financial Bancorp, Inc. • Savings institution, federally chartered • Pennsylvania
WITNESSETH
Change in Control Severance Agreement • January 11th, 2006 • Willow Grove Bancorp Inc/New • Savings institution, federally chartered • Pennsylvania
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • October 29th, 2007 • Willow Financial Bancorp, Inc. • Savings institution, federally chartered • Pennsylvania

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of October 23, 2007 and is between Willow Financial Bancorp, Inc., a Pennsylvania corporation (the “Corporation”), Willow Financial Bank, a federally chartered savings bank and a wholly owned subsidiary of the Corporation (the “Bank”), and Donna M. Coughey (the “Executive”).

Exhibit 99.3
Stock Order Form • January 28th, 2002 • Willow Grove Bancorp Inc/New • Blank checks
AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT BETWEEN WILLOW FINANCIAL BANK AND NEELESH KALANI
Change in Control Severance Agreement • October 29th, 2007 • Willow Financial Bancorp, Inc. • Savings institution, federally chartered • Pennsylvania

THIS AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”) is dated as of October 23, 2007 and is between Willow Financial Bank, a federally chartered savings bank (the “Bank” or the “Employer”), and Neelesh Kalani (the “Officer”).

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • October 29th, 2007 • Willow Financial Bancorp, Inc. • Savings institution, federally chartered • Pennsylvania

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of October 23, 2007 and is between Willow Financial Bancorp, Inc., a Pennsylvania corporation (the “Corporation”), Willow Financial Bank, a federally chartered savings bank and wholly owned subsidiary of the Corporation (the “Bank”), and Joseph T. Crowley (the “Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 21st, 2008 • Willow Financial Bancorp, Inc. • Savings institution, federally chartered • Pennsylvania

THIS AGREEMENT is made as of the 20th day of May 2008, between Harleysville Management Services LLC (“HMS”), a Pennsylvania business corporation having a place of business at 483 Main Street, Harleysville, Pennsylvania 19438, and Donna M. Coughey (“Executive”), an individual residing in Pennsylvania.

FORM OF NON-COMPETITION AND NON-SOLICITATION AGREEMENT
Non-Competition and Non-Solicitation Agreement • May 21st, 2008 • Willow Financial Bancorp, Inc. • Savings institution, federally chartered • Pennsylvania

This Non-Competition and Non-Solicitation Agreement (this “Agreement”) is entered into as of this 20th day of May, 2008, by and between Harleysville National Corporation (“HNC”) and undersigned director (the “Director”) of Willow Financial Bancorp, Inc. (“WFB”).

May 20, 2008 Harleysville National Corporation
Merger Agreement • May 21st, 2008 • Willow Financial Bancorp, Inc. • Savings institution, federally chartered
AGREEMENT
Director Resignation Agreement • February 12th, 2007 • Willow Financial Bancorp, Inc. • Savings institution, federally chartered • Pennsylvania

THIS AGREEMENT (the “Agreement”) is made this 8th day of December 2006 by and between Thomas J. Sukay (“Sukay”), Willow Financial Bancorp, Inc., a Pennsylvania corporation (the “Company”), and Willow Financial Bank, a federally chartered savings bank and wholly-owned subsidiary of the Company (the “Bank”). The Company and the Bank may hereinafter be referred to collectively as the “Companies”.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • June 13th, 2007 • Willow Financial Bancorp, Inc. • Savings institution, federally chartered • Pennsylvania

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of June 8, 2007 and is between Willow Financial Bank, a federally chartered savings bank (the “Bank” or the “Employer”), and G. Richard Bertolet (the “Officer”).

FORM OF AGREEMENT
Severance Agreement • May 14th, 2004 • Willow Grove Bancorp Inc/New • Savings institution, federally chartered • Pennsylvania

AGREEMENT, dated as of May 1, 2004, between Willow Grove Bank, a federally-chartered savings bank (the “Bank” or the “Employer” ), and (the “Executive”).

AMENDMENT NO. 1 to the AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 6th, 2008 • Willow Financial Bancorp, Inc. • Savings institution, federally chartered

This Amendment No. 1 (the “Amendment”) is dated as of May 6, 2008 and amends the Amended and Restated Employment Agreement (the “Agreement”) dated as of October 23, 2007 between Willow Financial Bancorp, Inc., a Pennsylvania corporation (the “Corporation”), Willow Financial Bank, a federally chartered savings bank and wholly owned subsidiary of the Corporation (the “Bank”), and Joseph T. Crowley (the “Executive”). The Corporation and the Bank are referred to herein together as the “Employers.”

FORM OF EMPLOYMENT AGREEMENT
Employment Agreement • September 13th, 2005 • Willow Grove Bancorp Inc/New • Savings institution, federally chartered • Pennsylvania

THIS EMPLOYMENT AGREEMENT is dated as of July 15, 2005 and is between Willow Grove Bank, a federally chartered savings bank (the "Bank"), and (the "Executive").

EMPLOYMENT AGREEMENT
Employment Agreement • September 1st, 2005 • Willow Grove Bancorp Inc/New • Savings institution, federally chartered • Pennsylvania

THIS EMPLOYMENT AGREEMENT is dated as of July 15, 2005 and is between Willow Grove Bancorp, Inc., a Pennsylvania corporation (the “Corporation”), Willow Grove Bank, a federally chartered savings bank and wholly owned subsidiary of the Corporation (the “Bank”), and Joseph T. Crowley (the “Executive”).

AGREEMENT AND PLAN OF MERGER BY AND BETWEEN HARLEYSVILLE NATIONAL CORPORATION AND WILLOW FINANCIAL BANCORP, INC. DATED: May 20, 2008
Agreement and Plan of Merger • May 21st, 2008 • Willow Financial Bancorp, Inc. • Savings institution, federally chartered • Pennsylvania

THIS AGREEMENT AND PLAN OF MERGER, dated as of May 20, 2008 (“Agreement”), is made by and between HARLEYSVILLE NATIONAL CORPORATION, a Pennsylvania corporation (“HNC”), and WILLOW FINANCIAL BANCORP, INC., a Pennsylvania corporation (“WFB”).

TERMINATION OF EMPLOYMENT AGREEMENT AND RELEASE AGREEMENT READ IT CAREFULLY
Termination of Employment Agreement and Release Agreement • May 21st, 2008 • Willow Financial Bancorp, Inc. • Savings institution, federally chartered • Pennsylvania

This Termination of Employment Agreement and Release Agreement (the “Release Agreement”) is entered into as of May 20, 2008, by and among Willow Financial Bancorp, Inc. (“WFB”), Willow Financial Bank (“WFB Bank”), Harleysville National Corporation (“HNC”), Harleysville National Bank and Trust (“HNC Bank”) and each of their subsidiaries and affiliates, and Donna M. Coughey (“Executive”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • October 29th, 2007 • Willow Financial Bancorp, Inc. • Savings institution, federally chartered • Pennsylvania

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is dated as of October 23, 2007 and is between Willow Financial Bank, a federally chartered savings bank (the “Bank” or the “Employer”), and G. Richard Bertolet (the “Officer”).

AGREEMENT
Employment Agreement • May 14th, 2004 • Willow Grove Bancorp Inc/New • Savings institution, federally chartered • Pennsylvania

AGREEMENT, dated as of May 1, 2004, between Willow Grove Bancorp, Inc. (the “Corporation”), a Pennsylvania corporation, and Frederick A. Marcell Jr. (the “Executive”).

FIRST AMENDMENT TO SUPPLEMENTAL RETIREMENT AGREEMENT FOR FREDERICK A. MARCELL, JR.
Supplemental Retirement Agreement • October 29th, 2007 • Willow Financial Bancorp, Inc. • Savings institution, federally chartered • Pennsylvania

First Amendment, dated as of October 23, 2007 (the “Amendment”), to the Supplemental Retirement Agreement, dated as of July 28, 1998 (the “SERP Agreement”), by and between Willow Financial Bank (formerly known as Willow Grove Bank) (the “Bank”) and Frederick A. Marcell, Jr. (the “Executive”). Capitalized terms which are not defined herein shall have the same meaning as set forth in the SERP Agreement.

FORM OF CHANGE IN CONTROL SEVERANCE AGREEMENT BETWEEN WILLOW GROVE BANK AND
Change in Control Severance Agreement • September 13th, 2005 • Willow Grove Bancorp Inc/New • Savings institution, federally chartered • Pennsylvania

THIS CHANGE IN CONTROL SEVERANCE AGREEMENT is dated as of July 15, 2005 and is between Willow Grove Bank, a federally chartered savings bank (the "Bank" or the "Employer"), and (the "Officer").

WILLOW FINANCIAL BANCORP, INC. AMENDED AND RESTATED 2005 RECOGNITION AND RETENTION PLAN AND TRUST AGREEMENT
Recognition and Retention Plan and Trust Agreement • October 30th, 2008 • Willow Financial Bancorp, Inc. • Savings institution, federally chartered • Pennsylvania
SEVERANCE AND RELEASE AGREEMENT
Severance Agreement • June 23rd, 2008 • Willow Financial Bancorp, Inc. • Savings institution, federally chartered • Pennsylvania

THIS SEVERANCE AND RELEASE AGREEMENT (the “Agreement”) is made this 20th day of June 2008 by and between Joseph T. Crowley (the “Employee”), Willow Financial Bancorp, Inc., a Pennsylvania corporation (the “Company”) and Willow Financial Bank, a federally chartered savings bank and wholly-owned subsidiary of the Company (the “Bank”). The Company and the Bank are sometimes collectively referred to herein as the Employers.

AGREEMENT
Employment Agreement • May 14th, 2004 • Willow Grove Bancorp Inc/New • Savings institution, federally chartered • Pennsylvania

AGREEMENT, dated as of May 1, 2004, between Willow Grove Bank (the “Bank”), a federally chartered savings bank, and Frederick A. Marcell Jr. (the “Executive”).

WILLOW FINANCIAL BANCORP, INC. AMENDED AND RESTATED
1999 Recognition and Retention Plan and Trust Agreement • October 30th, 2008 • Willow Financial Bancorp, Inc. • Savings institution, federally chartered • Pennsylvania
AGREEMENT AND PLAN OF MERGER DATED AS OF JANUARY 20, 2005 BETWEEN WILLOW GROVE BANCORP, INC. AND CHESTER VALLEY BANCORP, INC.
Merger Agreement • January 26th, 2005 • Willow Grove Bancorp Inc/New • Savings institution, federally chartered • Pennsylvania

AGREEMENT AND PLAN OF MERGER, dated as of January 20, 2005 (the “Agreement”), between Willow Grove Bancorp, Inc. (“Parent”), a Pennsylvania corporation, and Chester Valley Bancorp, Inc. (the “Company”), a Pennsylvania corporation.

FORM OF FIRST FINANCIAL BANK EXECUTIVE SURVIVOR INCOME AGREEMENT
Executive Survivor Income Agreement • September 13th, 2005 • Willow Grove Bancorp Inc/New • Savings institution, federally chartered • Pennsylvania

THIS EXECUTIVE SURVIVOR INCOME AGREEMENT (this "Agreement") is made as of this 2nd day of July, 2003 by and between First Financial Bank, a Pennsylvania-chartered bank with its main office in Downingtown, Pennsylvania (the "Bank"), and , the Bank's (the "Employee").

MEMORANDUM AGREEMENT
Memorandum Agreement • February 12th, 2007 • Willow Financial Bancorp, Inc. • Savings institution, federally chartered

This Memorandum Agreement is entered into as of the 31st day of October 2006 by and between Willow Financial Bancorp, Inc. and Willow Financial Bank (“Willow. Financial”) and William M. Wright (“Wright”).

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