0001104659-07-009356 Sample Contracts

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”.

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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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