S-1/A

As filed with the Securities and Exchange Commission on July 5, 2006

Registration No. 333-134160

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

PRE-EFFECTIVE

AMENDMENT NO. 1 TO THE

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Fox Chase Bancorp, Inc.

and

Fox Chase Bank 401(k) Profit Sharing Plan and Trust

(Exact name of registrant as specified in its charter)

United States	6035	To Be Applied For
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

4390 Davisville Road

Hatboro, Pennsylvania 19040

(215) 682-7400

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Thomas M. Petro

President and Chief Executive Officer

Fox Chase Bancorp, Inc.

4390 Davisville Road

Hatboro, Pennsylvania 19040

(215) 682-7400

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Gary R. Bronstein, Esquire Scott A. Brown, Esquire Muldoon Murphy & Aguggia LLP 5101 Wisconsin Avenue, NW Washington, DC 20016 (202) 362-0840 Marc P. Levy, Esquire Luse Gorman Pomerenk & Schick, PC 5335 Wisconsin Avenue, NW Suite 400 Washington, DC 20015 (202) 274-2000

Approximate date of commencement of proposed sale to the public:    As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Calculation of Registration Fee

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common Stock $.01 par value	6,530,835 shares (1)	$10.00	$65,308,350	(3)
Participation Interests	(4)	—	$651,500	(5)

(1) Includes shares of common stock to be issued to Fox Chase Bank Charitable Foundation, a private foundation.

(2) Estimated solely for the purpose of calculating the registration fee.

(3) The registration fee of $6,988 was previously paid upon the initial filing of the Form S-1 on May 16, 2006.

(4) In addition, pursuant to Rule 416(c) under the Securities Act, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the Fox Chase Bank 401(k) Profit Sharing Plan and Trust.

(5) The securities of Fox Chase Bancorp, Inc. to be purchased by the Fox Chase Bank 401(k) Profit Sharing Plan and Trust are included in the amount shown for common stock. Accordingly, no separate fee is required for the participation interests. In accordance with Rule 457(h) of the Securities Act, as amended, the registration fee has been calculated on the basis of the number of shares of common stock that may be purchased with the current assets of such Plan.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

INTERESTS IN

FOX CHASE BANK 401(k) PLAN

AND

OFFERING OF 65,150 SHARES OF

FOX CHASE BANCORP, INC.

COMMON STOCK ($.01 PAR VALUE)

This prospectus supplement relates to the offer and sale to participants in the Fox Chase Bank 401(k) Plan of participation interests and shares of common stock of Fox Chase Bancorp in connection with the Fox Chase Bancorp initial public offering.

401(k) Plan participants may direct RS Group Trust Company, the trustee for the Fox Chase Bancorp Stock Fund, to use up to 50% of their current account balances to subscribe for and purchase shares of Fox Chase Bancorp common stock through the Fox Chase Bancorp Stock Fund. Based upon the value of the 401(k) Plan assets as of May 1, 2006, the Fox Chase Bancorp Stock Fund trustee may purchase up to 65,150 shares of Fox Chase Bancorp common stock, assuming a purchase price of $10.00 per share. This prospectus supplement relates to the election of 401(k) Plan participants to direct the 401(k) Plan trustee to invest all or a portion of their 401(k) Plan accounts in Fox Chase Bancorp common stock.

The prospectus dated                     , 200   of Fox Chase Bancorp, which we have attached to this prospectus supplement, includes detailed information regarding the offering of shares of Fox Chase Bancorp common stock and the financial condition, results of operations and business of Fox Chase Bank (“Fox Chase”). This prospectus supplement provides information regarding the 401(k) Plan. You should read this prospectus supplement together with the prospectus and keep both for future reference.

Please refer to “ Risk Factors” beginning on page 20 of the prospectus.

Neither the Securities and Exchange Commission, the Office of Thrift Supervision, the Federal Deposit

Insurance Corporation, nor any other state or federal agency or any state securities commission, has

approved or disapproved these securities. Any representation to the contrary is a criminal offense.

These securities are not deposits or accounts and are not insured or guaranteed by the Federal Deposit

Insurance Corporation or any other government agency.

This prospectus supplement may be used only in connection with offers and sales by Fox Chase Bancorp of interests or shares of common stock under the 401(k) Plan in the offering. No one may use this prospectus supplement to re-offer or resell interests or shares of common stock acquired through the 401(k) Plan.

You should rely only on the information contained in this prospectus supplement and the attached prospectus. Neither Fox Chase Bancorp, Fox Chase MHC, Fox Chase Bank nor the 401(k) Plan have authorized anyone to provide you with information that is different.

This prospectus supplement does not constitute an offer to sell or solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in that jurisdiction. Neither the delivery of this prospectus supplement and the prospectus nor any sale of common stock shall under any circumstances imply that there has been no change in the affairs of Fox Chase Bank or the 401(k) Plan since the date of this prospectus supplement, or that the information contained in this prospectus supplement or incorporated by reference is correct as of any time after the date of this prospectus supplement.

The date of this Prospectus Supplement is                     , 200  .

TABLE OF CONTENTS

	Page
THE OFFERING	3
Securities Offered	3
Election to Purchase Fox Chase Bancorp Common Stock in the Reorganization and Stock Offering	3
Value of Participation Interests	4
Method of Directing Transfer	4
Time for Directing Transfer	4
Irrevocability of Transfer Direction	4
Purchase Price of Fox Chase Bancorp Common Stock	5
Nature of a Participant’s Interest in Fox Chase Bancorp Common Stock	5
Voting and Tender Rights of Fox Chase Bancorp Common Stock	5
DESCRIPTION OF THE 401(k) PLAN	6
Introduction	6
Eligibility and Participation	6
Contributions Under the 401(k) Plan	6
Limitations on Contributions	7
401(k) Plan Investments	8
Benefits Under the 401(k) Plan	13
Withdrawals and Distributions from the 401(k) Plan	13
ADMINISTRATION OF THE 401(k) PLAN	15
Trustee	15
Reports to 401(k) Plan Participants	15
Plan Administrator	15
Amendment and Termination	15
Merger, Consolidation or Transfer	15
Federal Income Tax Consequences	16
Restrictions on Resale	17
SEC Reporting and Short-Swing Profit Liability	17
LEGAL OPINION	18

THE OFFERING

Securities Offered

The securities offered in connection with this prospectus supplement are participation interests in the 401(k) Plan. Assuming a purchase price of $10.00 per share, the Fox Chase Bancorp Stock Fund trustee may acquire up to 65,150 shares of Fox Chase Bancorp common stock. The interests offered under this prospectus supplement are conditioned on the completion of the reorganization of Fox Chase Bank and the close of the Fox Chase Bancorp minority stock offering (“Reorganization and Stock Offering”). Certain subscription rights and purchase limitations also govern your investment in the Fox Chase Bancorp Stock Fund in connection with the Reorganization and Stock Offering. See: “The Reorganization and Stock Offering – Subscription Offering and Subscription Rights” and “– Limitations on Purchases of Shares” in the prospectus attached to this prospectus supplement for further discussion of these subscription rights and purchase limitations.

This prospectus supplement contains information regarding the 401(k) Plan. The attached prospectus contains information regarding the Reorganization and Stock Offering and the financial condition, results of operations and business of Fox Chase Bank. The address of the principal executive office of Fox Chase Bank is 4390 Davisville Road, Hatboro, Pennsylvania 19040. The telephone number of Fox Chase Bank is (215) 682-7400.

Election to Purchase Fox Chase Bancorp Common Stock in the Reorganization and Stock Offering

In connection with the Reorganization and Stock Offering of Fox Chase Bank, you may direct the trustee of the 401(k) Plan to transfer up to 50% of your account balance in the 401(k) Plan to the Fox Chase Bancorp Stock Fund. The 401(k) Plan trustee will subscribe for Fox Chase Bancorp common stock offered for sale in connection with the Reorganization and Stock Offering in accordance with each participant’s direction. If there is not enough common stock available in the Stock Offering to fill all subscriptions, the common stock will be apportioned and the 401(k) Plan trustee may not be able to purchase all of the common stock you requested. In such a case, if you elect, the trustee will purchase shares in the open market on your behalf, after close of the Stock Offering, to fulfill your initial request. The trustee may make such purchases at prices higher or lower than the $10.00 initial offering price.

All plan participants are eligible to direct a transfer of funds to the Fox Chase Bancorp Stock Fund. However, transfer directions are subject to subscription rights and purchase priorities. Your order for shares in the Stock Offering will be filled based on your subscription rights. Fox Chase Bancorp has granted rights to subscribe for shares of Fox Chase Bancorp common stock to the following persons in the following order of priority: (1) persons with $50 or more on deposit at Fox Chase Bank as of December 31, 2004; (2) the Fox Chase Bank Savings Bank Employee Stock Ownership Plan; (3) persons with $50 or more on deposit at Fox Chase Bank as of June 30, 2006; and (4) except for persons eligible to subscribe for shares under categories 1 and 3, Fox Chase Bank’s depositors as of                     , 200   who were not able to subscribe for categories 1 and 3 and borrowers of Fox Chase Bank as of November 12, 1997, who continue to be borrowers as of                     , 200  . If you fall into one of the above subscription offering categories, you have subscription rights to purchase shares of Fox Chase Bancorp common stock in the offering and you may use your funds in the 401(k) Plan to pay for your purchase of shares of Fox Chase Bancorp common stock.

The limitations on the total amount of common stock that you may purchase in the offering, as described in the prospectus (see “The Reorganization and Stock Offering – Limitations on Purchases of Shares” on page __) will be calculated based on the aggregate amount that you subscribed for: (a) through

3

your 401(k) Plan accounts and (b) through your sources of funds outside of the 401(k) Plan. Whether you place an order through the 401(k) Plan, outside the plan or both, the number of shares of Fox Chase Bancorp common stock, if any, that you receive will be determined based on the total number of subscriptions, your purchase priority and the allocation priorities set forth in the prospectus. If, as a result of the calculation, you are allocated insufficient shares to fill all of your orders, available shares will be allocated between orders on a pro rata basis. If you so elect, the shares of Fox Chase Bancorp common stock you were unable to subscribe for through the 401(k) Plan will be purchased by the trustee on the open market immediately following the close of the offering. If you elect to direct the trustee to purchase shares in the open market, you will not be able to direct the trustee as to the timing or price to be paid for the common stock. The trustee has sole discretion regarding the manner in which it will fill open market purchases.

Value of Participation Interests

As of May 1, 2006, the market value of the 401(k) Plan assets equaled approximately $1,303,000. The plan administrator has informed each participant of the value of his or her beneficial interest in the 401(k) Plan. The value of 401(k) Plan assets represents past contributions made to the 401(k) Plan on your behalf, plus or minus earnings or losses on the contributions, less previous withdrawals and loans. Participants will be able to use up to 50% of their 401(k) Plan account balances to purchase shares in the offering through the Fox Chase Bancorp Stock Fund.

Method of Directing Transfer

In order to facilitate your investment in the Fox Chase Bancorp Stock Fund in connection with the Stock Offering, you must complete, sign and submit the blue form included with this prospectus supplement (the “Investment Form”). In order to invest in the Fox Chase Bancorp Stock Fund you must direct the trustee to transfer all, or part, in multiples of not less than             %, of your beneficial interest in the assets of the 401(k) Plan to the Fox Chase Bancorp Stock Fund. If you do not wish to invest in the Fox Chase Bancorp Stock Fund at this time, you do not need to take any action. The minimum investment in the Fox Chase Bancorp Stock Fund during the initial public offering is $250.

Time for Directing Transfer

You must submit your Investment Form by            .m.,                     . If you wish to use your 401(k) Plan funds to purchase shares of Fox Chase Bancorp Common Stock in the Stock Offering, the Investment Form must be submitted to Mary Regnery in the Human Resources Department. If you have any questions, Mary Regnery can be reached at (215) 682-4106.

Irrevocability of Transfer Direction

Once you have submitted your Investment Form to Mary Regnery, you cannot change your direction to transfer amounts credited to your account in the 401(k) Plan to the Fox Chase Bancorp Stock Fund. Following the closing of the Stock Offering and the initial purchase of shares in the Fox Chase Bancorp Stock Fund, you may change your investment directions, in accordance with the terms of the 401(k) Plan.

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Purchase Price of Fox Chase Bancorp Common Stock

The trustee will use the funds transferred to the Fox Chase Bancorp Stock Fund to purchase shares of Fox Chase Bancorp common stock in the Stock Offering. The Fox Chase Bancorp Stock Fund trustee will pay the same price for shares of Fox Chase Bancorp common stock as all other persons who purchase shares of Fox Chase Bancorp common stock in the Stock Offering. If there is not enough common stock available in the Stock Offering to fill all subscriptions, the common stock will be apportioned and the trustee may not be able to purchase all of the common stock you requested. If you elect, the Fox Chase Bancorp Stock Fund trustee will purchase shares on your behalf after the close of the Stock Offering in the open market, to fulfill your initial request. If you elect to direct the trustee to purchase shares in the open market you will not be able to direct the trustee as to the timing or price to be paid for the common stock. The trustee has sole discretion regarding the manner in which it will fill open market purchases. The trustee may make such purchases at prices higher or lower than the $10.00 offering price.

Nature of a Participant’s Interest in Fox Chase Bancorp Common Stock

The trustee will hold Fox Chase Bancorp common stock in the name of the 401(k) Plan. The trustee will credit shares of common stock acquired at your direction to your account under the 401(k) Plan. Therefore, the investment designations of other 401(k) Plan participants should not affect earnings on your 401(k) Plan account.

Voting and Tender Rights of Fox Chase Bancorp Common Stock

The 401(k) Plan trustee generally will exercise voting and tender rights attributable to all Fox Chase Bancorp common stock held by the Fox Chase Bancorp Stock Fund, as directed by participants with interests in the Fox Chase Bancorp Stock Fund. With respect to each matter as to which holders of Fox Chase Bancorp common stock have a right to vote, you will have voting instruction rights that reflect your proportionate interest in the Fox Chase Bancorp Stock Fund. The number of shares of Fox Chase Bancorp common stock held in the Fox Chase Bancorp Stock Fund voted for and against each matter will be proportionate to the number of voting instruction rights exercised. If there is a tender offer for Fox Chase Bancorp common stock, the 401(k) Plan allots each participant a number of tender instruction rights reflecting the participant’s proportionate interest in the Fox Chase Bancorp Stock Fund. The percentage of shares of Fox Chase Bancorp common stock held in the Fox Chase Bancorp Stock Fund that will be tendered will be the same as the percentage of the total number of tender instruction rights exercised in favor of the tender offer. The remaining shares of Fox Chase Bancorp common stock held in the Fox Chase Bancorp Stock Fund will not be tendered. The 401(k) Plan provides that participants will exercise their voting instruction rights and tender instruction rights on a confidential basis.

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DESCRIPTION OF THE 401(k) PLAN

Introduction

Fox Chase Bank originally adopted the 401(k) Plan effective January 1, 1995 and amended and restated the plan in its entirety effective July 1, 2006. Fox Chase Bank intends for the 401(k) Plan to comply, in form and in operation, with all applicable provisions of the Internal Revenue Code and the Employee Retirement Income Security Act of 1974, as amended, or “ERISA.” Fox Chase Bank may change the 401(k) Plan from time to time in the future to ensure continued compliance with these laws. Fox Chase Bank may also amend the 401(k) Plan from time to time in the future to add, modify, or eliminate certain features of the plan, as it sees fit. Federal law provides you with various rights and protections as a participant in the 401(k) Plan, which is governed by ERISA. However, the Pension Benefit Guaranty Corporation does not guarantee your benefits under the 401(k) Plan.

Reference to Full Text of the Plan. The following portions of this prospectus supplement summarize the material provisions of the 401(k) Plan. Fox Chase Bank qualifies this summary in its entirety by reference to the full text of the 401(k) Plan. You may obtain copies of the full 401(k) Plan document including any amendments to the plan and a summary plan description, by contacting Mary Regnery at (215) 682-4106. You should carefully read the 401(k) Plan documents to understand your rights and obligations under the plan.

Eligibility and Participation

If you are an eligible employee who has attained age 18 and completed 30 days of service with Fox Chase Bank you will become a participant in the 401(k) Plan on the first of the month following or coincident with the date you satisfy the 401(k) Plan eligibility requirements.

As of May 1, 2006, 93 of the 152 employees of Fox Chase Bank participated in the 401(k) Plan.

Contributions Under the 401(k) Plan

Employee Pre-Tax Salary Deferrals. Subject to certain IRS limitations, the 401(k) Plan permits each participant to make pre-tax salary deferrals to the 401(k) Plan each payroll period of up to 25% of the participant’s compensation. Compensation for 401(k) Plan purposes includes wages, tips and other compensation reported on an employee’s Form W-2. In addition to 401(k) Plan contributions, you may make “catch up” contributions if you are currently age 50 or will be 50 before the end of the calendar year. Your 401(k) Plan contributions will be made by withholding from your paycheck.

Fox Chase Bank Matching Contributions. The 401(k) Plan provides that Fox Chase Bank may make matching contributions on behalf of each participant. Fox Chase Bank makes matching contributions only to those participants who actively defer a percentage of their compensation into the 401(k) Plan. If you elect to defer funds into the 401(k) Plan, Fox Chase Bank will match 33 ¹/3% of a participant’s deferral contributions up to a maximum of 6% of a participant’s deferred compensation. Participants’ matching contributions vest at a rate of 20% per year over a five year period.

Rollover Contributions. Fox Chase Bank allows employees who receive a distribution from a previous employer’s tax-qualified employee benefit plan to deposit that distribution into a Rollover Contribution account under the 401(k) Plan, provided the rollover contribution satisfies IRS requirements.

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Limitations on Contributions

Limitation on Employee Salary Deferrals. By law your total deferrals under the 401(k) Plan, together with similar plans, may not exceed $15,000 for 2006. Employees who are age 50 and over may also make additional “catch-up” contributions to the plan, up to a maximum of $5,000 for 2006. The Internal Revenue Service periodically increases these limitations. A participant who exceeds these limitations must include any excess deferrals in gross income for federal income tax purposes in the year of deferral. In addition, the participant must pay federal income taxes on any excess deferrals when distributed by the 401(k) Plan to the participant, unless the plan distributes the excess deferrals and any related income no later than the first April 15th following the close of the taxable year in which the participant made the excess deferrals. Any income on excess deferrals distributed before such date is treated, for federal income tax purposes, as earned and received by the participant in the taxable year of the distribution.

Limitation on Annual Additions and Benefits. As required by the Internal Revenue Code, the 401(k) Plan provides that the total amount of contributions and forfeitures (annual additions) credited to a participant during any year under all defined contribution plans of Fox Chase Bank (including the 401(k) Plan and the proposed Fox Chase Bank Savings Bank Employee Stock Ownership Plan) may not exceed the lesser of 100% of the participant’s annual compensation or $44,000 for 2006.

Limitation on Plan Contributions for Highly Compensated Employees. Special provisions of the Internal Revenue Code limit the amount of pre-tax and matching contributions that may be made to the 401(k) Plan in any year on behalf of highly compensated employees, in relation to the amount of pre-tax and matching contributions made by or on behalf of all other employees eligible to participate in the 401(k) Plan. If pre-tax and matching contributions exceed these limitations, the plan must adjust the contribution levels for highly compensated employees.

In general, a highly compensated employee includes any employee who (1) was a five percent owner of the sponsoring employer at any time during the year or the preceding year, or (2) had compensation for the preceding year in excess of $95,000 and, if the sponsoring employer so elects, was in the top 20% of employees by compensation for such year. The preceding dollar amount applies for 2006, and may be adjusted periodically by the IRS.

Top-Heavy Plan Requirements. If the 401(k) Plan is a Top-Heavy Plan for any calendar year, Fox Chase Bank may be required to make certain minimum contributions to the 401(k) Plan on behalf of non-key employees. In general, the 401(k) Plan will be treated as a “Top-Heavy Plan” for any calendar year if, as of the last day of the preceding calendar year, the aggregate balance of the accounts of Key Employees exceeds 60% of the aggregate balance of the accounts of all employees under the plan. A Key Employee is generally any employee who, at any time during the calendar year or any of the four preceding years, is:

(1) an officer of Fox Chase Bank whose annual compensation exceeds $140,000;

(2) a 5% owner of the employer, meaning an employee who owns more than 5% of the outstanding stock of Fox Chase Bancorp, or who owns stock that possesses more than 5% of the total combined voting power of all stock of Fox Chase Bancorp; or

(3) a 1% owner of the employer, meaning an employee who owns more than 1% of the outstanding stock of Fox Chase Bancorp, or who owns stock that possesses more than 1% of the total combined voting power of all stock of Fox Chase Bancorp, and whose annual compensation exceeds $150,000.

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The foregoing dollar amounts are for 2006.

401(k) Plan Investments

Prior to July 1, 2006, assets in the 401(k) Plan Trust were invested in the funds specified below. The annual percentage return on the investment funds (net of fees) for the prior three years was:

Fund	2005		2004		2003
Fox Chase Money Market	2.01	%	0.89	%	1.00	%
W. Fargo Ultra Short Bond	3.49		1.96		2.26
Loomis Sayles Bond	4.27		11.29		29.18
Oakmark Equity & Income	8.60		10.35		23.21
Clipper	(0.24	)	5.86		19.35
Fidelity Spartan Index 500	4.85		10.73		28.49
Touchstone Emerg. Growth	10.72		10.60		43.35
Quaker Strategic Growth	14.44		16.86		30.76
Oakmark Select	4.84		9.73		29.00
Heartland Value	1.99		9.10		70.16
Federated Kaufmann “K”	10.83		14.28		45.08

The following is a brief description of the investment funds available through the 401(k) Plan prior to July 1, 2006. Please review the individual fund prospectuses for detailed information on each fund.

Wells Fargo Ultra Short Term Bond Fund. The fund seeks current income3 consistent with minimum risk to principal. The fund normally invests in very short-term corporate and mortgage- and asset-backed bonds. To enhance return potential, it also invests a portion of its assets in bonds that have longer maturities or are of lower quality. It may not invest in bonds rated below BB. When investing in BB bonds, the fund focuses upon high-yield bonds with positive credit fundamentals. To a limited extent, the fund may also invest in foreign securities.

Loomis Sayles Bond Fund. The fund’s objective is high total investment return through a combination of current income and capital appreciation. The fund normally invests at least 80% of its net assets in fixed-income securities. The fund may invest in income securities of any maturity. Loomis Sayles will consider the financial strength of the issuer, current interest rates, the trend of interest rates, and compare the level of risk associated with particular investments with Loomis Sayles’ expectation concerning the potential return of those investments.

Oakmark Equity & Income. The fund seeks income and preservation and growth of capital. The fund is intended to present a balanced investment program between growth and income by investing approximately 50-75% of its total assets in common stocks with the balance invested in U.S. government securities and debt securities. The fund uses a value approach in selecting equity securities. When selecting stocks, the manager likes to see earnings that are growing and are reasonably predictable, and a high level of manager ownership.

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Clipper. The objective of the fund is to provide long-term capital growth, and capital preservation. The fund manager seeks to invest in securities that are significantly undervalued. The fund will not invest more than 25% of its total assets in any one industry.

Fidelity Spartan 500 Index. The fund employs a “passive management” approach designed to track the Standard & Poors 500 Index, a broadly diversified index of stocks of the largest U.S. companies. Normally, the fund invests at least 80% of assets in the S&P 500. This fund has a very low expense ratio.

Touchstone Emerging Growth Fund. The fund objective is to increase the value of the funds shares as a primary goal and to earn income as a secondary goal. The fund invests primarily in emerging growth companies. Emerging growth companies can include companies that have earnings that the portfolio managers believe may grow faster than the U.S. economic shocks such as high inflation or sudden interest rate changes.

Quaker Strategic Growth Fund. The Quaker Strategic Growth Fund seeks long-term growth of capital. The fund typically invests its assets in a broadly diverse portfolio of companies the fund’s advisor believes show a high probability for superior growth.

Oakmark Select. The fund seeks long-term capital appreciation. The fund can own as few as 12 securities, but generally will have approximately 20 securities in its portfolio. The fund uses a value approach in selecting equity securities. When selecting stocks, the manager likes to see earnings that are growing and are reasonably predictable, and have a high level of manager ownership.

Heartland Value. The fund seeks long-term capital appreciation through investing in small companies. The fund invests primarily in companies with capitalizations less than $1.5 billion selected on a value basis, and may invest in micro-capitalization companies, those with market capitalizations of less than $300 million at the time of purchase.

Federated Kaufmann. The fund’s investment objective is to provide capital appreciation. To achieve its objective, the fund invests primarily in the stocks of small and medium-sized companies that are traded on national security exchanges, the NASDAQ stock market and on the over-the-counter market. Up to 25% of the fund’s net assets may be invested in foreign securities.

Currently, the assets in the 401(k) Plan Trust are invested in the funds listed below.

Fund	2005		2004		2003
Fidelity Spartan 500 Investor	4.86	%	10.73	%	28.49	%
S&P 500 Index	4.91		10.88		28.68
American Beacon Large Cap Value Institutional	9.94		19.43		35.76
Russell 1000 Value Index	7.05		16.49		30.03
American Funds Growth Fund of America R5	14.53		12.24		33.25
Russell 1000 Growth Index	5.26		6.30		29.75
Vanguard Mid Cap Index	13.93		20.35		34.15
MSCI US Mid Cap 450 Index	13.94		20.52		39.05
S&P Mid Cap 400 Index	12.56		16.48		35.62
Pennsylvania Mutual Fund Investment	12.50		20.23		40.29
Russell 2000 Index	4.55		18.33		47.25
American Funds EuroPacific Growth R5	21.38		19.98		33.24

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MSCI EAFE Index	14.02	20.70	39.17
Harbor Bond Fund Institutional	2.57	5.47	5.30
Lehman Brothers Aggregate Bond Index	2.43	4.34	4.11
Wells Fargo Stable Return Fund C	4.19	4.10	4.50
Merrill Lynch 91-day T-Bills	3.07	1.33	1.15
RSGroup Trust Capital Preservation	2.50	4.96	6.87
RSGroup Trust Income	3.00	6.91	11.16
RSGroup Trust Diversified Income	4.17	8.93	16.95
RSGroup Trust Balanced	5.33	10.84	22.45
RSGroup Trust Balanced Equity	6.17	13.10	27.64
RSGroup Trust Diversified Equity w/Income	7.20	15.08	32.88
RSGroup Diversified Equity	7.97	16.97	36.90

Fidelity Spartan 500 Fund Investor. This is a large-cap blend fund. The fund seeks investment results that correspond to the total return (i.e., the combination of capital changes and income) of common stocks publicly traded in the United States, as represented by the Standard & Poor’s 500 Index (S&P 500), while keeping transaction cost and other expenses low.

American Beacon Large Cap Value Fund Institutional. This is a large-cap value fund. This is a multi-manager fund seeking long-term capital appreciation and current income primarily through investments in U.S. stocks. The fund’s sub-advisors pursue a value style of investing. They select stocks that, in their opinion, have above-average earnings growth potential and are also selling at a discount to the market. To determine a company’s growth prospects, each of the Fund’s sub-advisors uses proprietary methods based upon a combination of internal and external research and analysis of changing economic trends. The value determination is based on each company’s financial profile, including price-to-earnings ratio, price-to-book value ratio, assets carried below market value, financial strength, dividend yield and growth expectations. The fund’s assets are invested primarily in equity securities of large market capitalization U.S. companies. These companies generally have market capitalizations similar to the market capitalization of the companies in the Russell^® 1000 Index.

American Funds Growth Fund of America R5. This is a large-cap growth fund. The fund seeks to provide long-term growth of capital through a diversified portfolio of common stocks. The fund has the flexibility to invest wherever the best growth opportunities may be. The fund emphasizes companies that appear to offer opportunities for long-term growth, and may invest in cyclical companies, turnarounds and value situations. The fund invests primarily in common stocks, convertibles, preferred stocks, U.S. government securities, bonds and cash, and may invest up to 15% of assets in securities of issuers domiciled outside the United States and Canada and not included in the S&P 500.

Vanguard Mid-cap Index Fund. This is a midcap fund. The Vanguard Mid-Cap Index Fund seeks to track the performance of a benchmark index that measures the investment return of mid-capitalization stocks. The fund employs a “passive management”—or indexing—investment approach designed to track the performance of the MSCI^® US Mid Cap 450 Index, a broadly diversified index of stocks of medium-size U.S. companies. The fund attempts to replicate the target index by investing all, or substantially all, of its assets in the stocks that make up the index, holding each stock in approximately the same proportion as its weighting within the index.

Pennsylvania Mutual Fund Investment. This is a small-cap fund. The fund’s investment goal is long-term growth of capital. The fund invests the fund’s assets primarily in a broadly diversified portfolio of equity securities issued by both small- and micro-cap companies that the portfolio manager believes are trading significantly below its estimate of their current worth, basing this assessment chiefly on balance sheet quality and cash flow levels.

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American Funds EuroPacific Growth Fund R5. This is an international (non-U.S.) equity fund and seeks to provide long-term growth of capital by investing in companies based outside the United States. The fund invests in strong, growing companies based chiefly in Europe and the Pacific Basin, ranging from small firms to large corporations. The fund invests primarily in common and preferred stocks, convertibles, American Depositary Receipts, European Depositary Receipts, bonds and cash. Normally, at least 80% of assets must be invested in securities of issuers domiciled in Europe or the Pacific Basin.

Harbor Bond Fund Institutional. This is a fixed-income fund and seeks total return (which includes dividends, interest income, realized and unrealized capital gains and changes in net asset value.) The fund invests primarily in bonds of corporate and governmental issuers located in the U.S. and foreign countries, including emerging markets. The fund invests in a diversified portfolio of bonds, which include all types of fixed-income securities. These include mortgage-related securities and asset-backed securities. The fund invests primarily in investment grade securities, (with an average weighted portfolio quality of A), but may invest up to 15% of its assets in below investment grade domestic and foreign securities, commonly referred to as high-yield.

Wells Fargo Stable Return Fund C. This is a stable value fund and seeks safety of principal and consistency of returns with minimal volatility. The fund invests in financial instruments issued by highly rated companies. These include guaranteed investment contracts (GICs), security-backed contracts (synthetic GICs) and cash equivalents. The weighted average quality of the portfolio is maintained at “AA” or better.

Fidelity Spartan 500 Fund Investor. This is a large-cap blend fund. The fund seeks investment results that correspond to the total return (i.e., the combination of capital changes and income) of common stocks publicly traded in the United States, as represented by the Standard & Poor’s 500 Index (S&P 500), while keeping transaction cost and other expenses low.

American Beacon Large Cap Value Fund Institutional. This is a large-cap value fund. This is a multi-manager fund seeking long-term capital appreciation and current income primarily through investments in U.S. stocks. The fund’s sub-advisors pursue a value style of investing. They select stocks that, in their opinion, have above-average earnings growth potential and are also selling at a discount to the market. To determine a company’s growth prospects, each of the Fund’s sub-advisors uses proprietary methods based upon a combination of internal and external research and analysis of changing economic trends. The value determination is based on each company’s financial profile, including price-to-earnings ratio, price-to-book value ratio, assets carried below market value, financial strength, dividend yield and growth expectations. The fund’s assets are invested primarily in equity securities of large market capitalization U.S. companies. These companies generally have market capitalizations similar to the market capitalization of the companies in the Russell^® 1000 Index.

American Funds Growth Fund of America R5. This is a large-cap growth fund. The fund seeks to provide long-term growth of capital through a diversified portfolio of common stocks. The fund has the flexibility to invest wherever the best growth opportunities may be. The fund emphasizes companies that appear to offer opportunities for long-term growth, and may invest in cyclical companies, turnarounds and value situations. The fund invests primarily in common stocks, convertibles, preferred stocks, U.S. government securities, bonds and cash, and may invest up to 15% of assets in securities of issuers domiciled outside the United States and Canada and not included in the S&P 500.

Vanguard Mid-cap Index Fund. This is a midcap fund. The Vanguard Mid-Cap Index Fund seeks to track the performance of a benchmark index that measures the investment return of mid-capitalization stocks. The fund employs a “passive management”—or indexing—investment approach designed to track the performance of the MSCI^® US Mid Cap 450 Index, a broadly diversified index of stocks of medium-size U.S. companies. The fund attempts to replicate the target index by investing all, or

11

substantially all, of its assets in the stocks that make up the index, holding each stock in approximately the same proportion as its weighting within the index.

Pennsylvania Mutual Fund Investment. This is a small-cap fund. The fund’s investment goal is long-term growth of capital. The fund invests the fund’s assets primarily in a broadly diversified portfolio of equity securities issued by both small- and micro-cap companies that the portfolio manager believes are trading significantly below its estimate of their current worth, basing this assessment chiefly on balance sheet quality and cash flow levels.

American Funds EuroPacific Growth Fund R5. This is an international (non-U.S.) equity fund and seeks to provide long-term growth of capital by investing in companies based outside the United States. The fund invests in strong, growing companies based chiefly in Europe and the Pacific Basin, ranging from small firms to large corporations. The fund invests primarily in common and preferred stocks, convertibles, American Depositary Receipts, European Depositary Receipts, bonds and cash. Normally, at least 80% of assets must be invested in securities of issuers domiciled in Europe or the Pacific Basin.

Harbor Bond Fund Institutional. This is a fixed-income fund and seeks total return (which includes dividends, interest income, realized and unrealized capital gains and changes in net asset value.) The fund invests primarily in bonds of corporate and governmental issuers located in the U.S. and foreign countries, including emerging markets. The fund invests in a diversified portfolio of bonds, which include all types of fixed-income securities. These include mortgage-related securities and asset-backed securities. The fund invests primarily in investment grade securities, (with an average weighted portfolio quality of A), but may invest up to 15% of its assets in below investment grade domestic and foreign securities, commonly referred to as high-yield.

Wells Fargo Stable Return Fund C. This is a stable value fund and seeks safety of principal and consistency of returns with minimal volatility. The fund invests in financial instruments issued by highly rated companies. These include guaranteed investment contracts (GICs), security-backed contracts (synthetic GICs) and cash equivalents. The weighted average quality of the portfolio is maintained at “AA” or better.

In connection with the Reorganization and Stock Offering, Fox Chase Bank has added the Fox Chase Bancorp, Inc. Stock Fund as an additional choice to the investment alternatives described above. The Fox Chase Bancorp Stock Fund invests primarily in the common stock of Fox Chase Bancorp. Participants in the 401(k) Plan may direct the trustee to invest up to 50% of their 401(k) Plan account balances in the Fox Chase Bancorp Stock Fund during the offering. 401(k) Plan participants will not be limited in their investment in the Fox Chase Bancorp Stock Fund following the close of the offering.

Fox Chase Bancorp Stock Fund. The Fox Chase Bancorp Stock Fund consists of investments in the common stock of Fox Chase Bancorp made on the effective date of the Reorganization and Stock Offering. Each Participant’s proportionate undivided beneficial interest in the Fox Chase Bancorp Stock Fund is measured by units. The daily unit value is calculated by determining the market value of the common stock held and adding to that any cash held by the trustee. This total will be divided by the number of units outstanding to determine the unit value of the Fox Chase Bancorp Stock Fund.

In the event cash dividends are paid on Fox Chase Bancorp common stock, the trustee will, to the extent practicable, use the dividends held in the Fox Chase Bancorp Stock Fund to purchase shares of the common stock. Pending investment in the common stock, assets held in the Fox Chase Bancorp Stock Fund will be placed in short-term investments.

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As of the date of this prospectus supplement, no shares of Fox Chase Bancorp common stock have been issued or are outstanding, and there is no established market for Fox Chase Bancorp common stock. Accordingly, there is no record of the historical performance of the Fox Chase Bancorp Stock Fund. Performance of the Fox Chase Bancorp Stock Fund depends on a number of factors, including the financial condition and profitability of Fox Chase Bank and general stock market conditions.

Once you have submitted your Investment Form to [                    ], you may not change your investment directions in the Stock Offering.

Benefits Under the 401(k) Plan

Vesting. All participants are 100% vested in their pre-tax salary deferrals. This means that participants have a non-forfeitable right to these funds and any earnings on the funds at all times. Plan participants vest 20% per year over a five (5) year period in employer matching contributions credited to their accounts. Participant’s become 100% vested in their employer matching contributions upon termination of employment due to death, disability or retirement.

Withdrawals and Distributions from the 401(k) Plan

Withdrawals Before Termination of Employment. While in active service, participants may take a non-hardship withdrawal once per Plan Year. A participant’s non-hardship withdrawal may equal all or a portion of the vested value of their accounts in the following priority: (1) Rollover Contribution Account; (2) Before Tax Contribution Account (upon attainment of age 59 ¹/2); and (3) Matching Contribution Account (vested value – upon attainment of age 59 ¹/2). Participants may also take a hardship withdrawal from the Plan once per Plan Year, provided the participant has a hardship event as defined by the IRS regulations and subject to approval by the Fox Chase Bank Employee Benefits Committee. Plan loans are also permitted, subject to applicable law and IRS regulations. Please see the Plan Administrator for details on the loan policies and procedures.

Distribution Upon Retirement, Death or Disability. If a participant’s accounts are $1,000 or less upon termination of employment, payment will be in the form of a lump sum as of a valuation date as soon thereafter as administratively possible. If a participant’s accounts exceed $1,000 and are $5,000 or less upon termination of employment, and the participant does not elect to have his/her distribution paid, payment will be in the form of a Direct Rollover to an individual retirement plan designated by the Plan Administrator.

If termination of employment is due to Normal, Postponed Retirement, Death, or Total and Permanent Disability, and a participant’s account exceeds $5,000, distribution of the participant’s accounts will be in the form of a lump sum payment, upon the participant’s attainment of Normal Retirement Date, unless the participant elects (within 30 days of receipt of an election notice) to further

13

defer distribution beyond Normal Retirement Date to a Postponed Retirement Date (subject to an IRS minimum distribution of benefits requirement following attainment of age 70 ¹/2), or unless the participant elects one of the following optional forms of payment:

• Lump sum payment as of any valuation date following the date of termination of employment. (Note: lump sums are subject to a mandatory 20% income tax withholding and a statutory 10% additional federal tax if paid before age 55). A participant “Rollover” within 60 days of distribution to an Individual Retirement Account (IRA), or another employer’s plan (if permitted by that plan).

• Direct “Rollover” from the Plan to another employer’s plan (if permitted by that plan) for accounts which are lesser or greater than $5,000.

Distribution Upon Termination for Any Other Reason. If a Participant’s accounts are $1,000 or less upon termination of employment, payment will be in the form of a lump sum as of a valuation date as soon thereafter as administratively possible. If a participant’s accounts exceed $1,000 and are $5,000 or less upon termination of employment, and the participant does not elect to have his/her distribution paid, payment will be in the form of a Direct Rollover to an individual retirement plan designated by the Plan Administrator.

If upon termination of employment, a participant’s accounts exceed $5,000, payment will be deferred to Normal Retirement Date, unless the participant elects one of the following optional forms of payment:

• Lump sum payment as of any valuation date following the date of termination of employment. (Note: lump sums are subject to a mandatory 20% income tax withholding and a statutory 10% additional federal tax if paid before age 55). A participant “Rollover” is permitted within 60 days of distribution to an Individual Retirement Account (IRA), or another employer’s plan (if permitted by that plan).

• Direct “Rollover” from the Plan to another employer’s plan (if permitted by that plan) for accounts which are lesser or greater than $5,000.

Nonalienation of Benefits. Except with respect to federal income tax withholding, and as provided for under a qualified domestic relations order, benefits payable under the 401(k) Plan will not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary, and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any rights to benefits payable under the 401(k) Plan will be void.

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Applicable federal tax law requires the 401(k) Plan to impose substantial restrictions on your right to withdraw amounts held under the plan before your termination of employment with Fox Chase Bank. Federal law may also impose an excise tax on withdrawals from the 401(k) Plan before you attain 59 ¹/2 years of age, regardless of whether the withdrawal occurs during your employment with Fox Chase Bank or after termination of employment.

ADMINISTRATION OF THE 401(k) PLAN

Trustee

The board of directors of Fox Chase Bank has appointed RS Group Trust Company as the trustee for the Fox Chase Bancorp Stock Fund. The trustee receives, holds and invests the contributions to the 401(k) Plan in trust and distributes them to participants and beneficiaries in accordance with the terms of the 401(k) Plan and the directions of the plan administrator. The trustee is responsible for the investment of the trust assets, as directed by the plan administrator and the participants.

Reports to 401(k) Plan Participants

The plan administrator furnishes participants quarterly statements that show the balance in their accounts as of the statement date, contributions made to their accounts during that period and any additional adjustments required to reflect earnings or losses.

Plan Administrator

Fox Chase Bank currently acts as plan administrator for the 401(k) Plan. The plan administrator handles the following administrative functions: interpreting the provisions of the plan, prescribing procedures for filing applications for benefits, preparing and distributing information explaining the plan, maintaining plan records, books of account and all other data necessary for the proper administration of the plan, preparing and filing all returns and reports required by the U.S. Department of Labor and the IRS and making all required disclosures to participants, beneficiaries and others under ERISA.

Amendment and Termination

Fox Chase Bank expects to continue the 401(k) Plan indefinitely. Nevertheless, Fox Chase Bank may terminate the 401(k) Plan at any time. If Fox Chase Bank terminates the 401(k) Plan in whole or in part, all affected participants become fully vested in their accounts, regardless of other provisions of the 401(k) Plan. Fox Chase Bank reserves the right to make, from time to time, changes which do not cause any part of the trust to be used for, or diverted to, any purpose other than the exclusive benefit of participants or their beneficiaries. Fox Chase Bank may amend the plan, however, as necessary or desirable, in order to comply with ERISA or the Internal Revenue Code.

Merger, Consolidation or Transfer

If the 401(k) Plan merges or consolidates with another plan or transfers the trust assets to another plan, and either the 401(k) Plan or the other plan is subsequently terminated, the 401(k) Plan requires that you receive a benefit immediately after the merger, consolidation or transfer that would equal or exceed the benefit you would have been entitled to receive immediately before the merger, consolidation or transfer, if the 401(k) Plan had terminated at that time.

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Federal Income Tax Consequences

The following summarizes only briefly the material federal income tax aspects of the 401(k) Plan. You should not rely on this summary as a complete or definitive description of the material federal income tax consequences of the 401(k) Plan. Statutory provisions change, as do their interpretation, and their application may vary in individual circumstances. Finally, applicable state and local income tax laws may have different tax consequences than the federal income tax laws. 401(k) Plan Participants should consult a tax advisor with respect to any transaction involving the 401(k) Plan, including any distribution from the 401(k) Plan.

As a “tax-qualified retirement plan,” the Internal Revenue Code affords the 401(k) Plan certain tax advantages, including the following:

(1) the sponsoring employer may take an immediate tax deduction for the amount contributed to the plan each year;

(2) participants pay no current income tax on amounts contributed by the employer on their behalf; and

(3) earnings of the plan are tax-deferred, thereby permitting the tax-free accumulation of income and gains on investments.

Fox Chase Bank administers the 401(k) Plan to comply in operation with the requirements of the Internal Revenue Code as of the applicable effective date of any change in the law. If Fox Chase Bank should receive an adverse determination letter from the IRS regarding the 401(k) Plan’s tax exempt status, all participants would generally recognize income equal to their vested interests in the 401(k) Plan, the participants would not be permitted to transfer amounts distributed from the 401(k) Plan to an Individual Retirement Account or to another qualified retirement plan, and Fox Chase Bank would be denied certain tax deductions taken in connection with the 401(k) Plan.

Lump Sum Distribution. A distribution from the 401(k) Plan to a participant or the beneficiary of a participant qualifies as a lump sum distribution if it is made within one taxable year, on account of the participant’s death, disability or separation from service, or after the participant attains age 59 ¹/2; and consists of the balance credited to the participant under this plan and all other profit sharing plans, if any, maintained by Fox Chase Bank. The portion of any lump sum distribution included in taxable income for federal income tax purposes consists of the entire amount of the lump sum distribution, less the amount of after-tax contributions, if any, made to any other profit-sharing plans maintained by Fox Chase Bank, if the distribution includes those amounts.

Fox Chase Bancorp Common Stock Included in Lump Sum Distribution. If a lump sum distribution includes Fox Chase Bancorp common stock, the distribution generally is taxed in the manner described above. The total taxable amount is reduced, however, by the amount of any net unrealized appreciation on Fox Chase Bancorp common stock; that is, the excess of the value of Fox Chase Bancorp common stock at the time of the distribution over the cost or other basis of the securities to the trust. The tax basis of Fox Chase Bancorp common stock, for purposes of computing gain or loss on a subsequent sale, equals the value of Fox Chase Bancorp common stock at the time of distribution, less the amount of net unrealized appreciation. Any gain on a subsequent sale or other taxable disposition of Fox Chase Bancorp common stock, to the extent of the net unrealized appreciation at the time of distribution, is long-term capital gain, regardless of how long you hold the Fox Chase Bancorp common stock, or the “holding period.” Any gain on a subsequent sale or other taxable disposition of Fox Chase Bancorp common stock that exceeds the amount of net unrealized appreciation upon distribution is considered long-term capital

16

gain, regardless of the holding period. The recipient of a distribution may elect to include the amount of any net unrealized appreciation in the total taxable amount of the distribution, to the extent allowed under IRS regulations.

We have provided you with a brief description of the material federal income tax aspects of the 401(k) Plan that are generally applicable under the Internal Revenue Code. We do not intend this description to be a complete or definitive description of the federal income tax consequences of participating in or receiving distributions from the 401(k) Plan. Accordingly, you should consult a tax advisor concerning the federal, state and local tax consequences of participating in and receiving distributions from the 401(k) Plan.

Restrictions on Resale

Any “affiliate” of Fox Chase Bancorp under Rules 144 and 405 of the Securities Act of 1933, as amended, who receives a distribution of common stock under the 401(k) Plan, may re-offer or resell such shares only under a registration statement filed under the Securities Act of 1933, as amended, assuming the availability of a registration statement, or under Rule 144 or some other exemption from these registration requirements. An “affiliate” of Fox Chase Bank is someone who directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, Fox Chase Bank. Generally, a director, principal officer or major shareholder of a corporation is deemed to be an “affiliate” of that corporation.

Any person who may be an “affiliate” of Fox Chase Bank may wish to consult with counsel before transferring any common stock they own. In addition, participants should consult with counsel regarding the applicability to them of Section 16 of the Securities Exchange Act of 1934, as amended, which may restrict the sale of Fox Chase Bancorp common stock acquired under the 401(k) Plan or other sales of Fox Chase Bancorp common stock.

Persons who are not deemed to be “affiliates” of Fox Chase Bank at the time of resale may resell freely any shares of Fox Chase Bancorp common stock distributed to them under the 401(k) Plan, either publicly or privately, without regard to the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, or compliance with the restrictions and conditions contained in the exemptions available under federal law. A person deemed an “affiliate” of Fox Chase Bank at the time of a proposed resale may publicly resell common stock only under a “re-offer” prospectus or in accordance with the restrictions and conditions contained in Rule 144 of the Securities Act of 1933, as amended, or some other exemption from registration, and may not use this prospectus in connection with any such resale. In general, Rule 144 restricts the amount of common stock which an affiliate may publicly resell in any three-month period to the greater of one percent of Fox Chase Bancorp common stock then outstanding or the average weekly trading volume reported on the Nasdaq National Market during the four calendar weeks before the sale. Affiliates may sell only through brokers without solicitation and only at a time when Fox Chase Bancorp is current in filing all required reports under the Securities Exchange Act of 1934, as amended.

SEC Reporting and Short-Swing Profit Liability

Section 16 of the Securities Exchange Act of 1934, as amended, imposes reporting and liability requirements on officers, directors and persons who beneficially own more than ten percent of public companies such as Fox Chase Bancorp. Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the filing of reports of beneficial ownership. Within ten days of becoming a person required to file reports under Section 16(a), such person must file a Form 3 reporting initial beneficial ownership with the Securities and Exchange Commission. Such persons must also report periodically

17

certain changes in beneficial ownership involving the allocation or reallocation of assets held in their 401(k) Plan accounts, either on a Form 4 within two days after a transaction, or annually on a Form 5 within 45 days after the close of a company’s fiscal year.

In addition to the reporting requirements described above, Section 16(b) of the Securities Exchange Act of 1934, as amended, provides for the recovery by Fox Chase Bancorp of profits realized from the purchase and sale or sale and purchase of its common stock within any six-month period by any officer, director or person who beneficially owns more than ten percent of the common stock.

The SEC has adopted rules that exempt many transactions involving the 401(k) Plan from the “short-swing” profit recovery provisions of Section 16(b). The exemptions generally involve restrictions upon the timing of elections to buy or sell employer securities for the accounts of any officer, director or person who beneficially owns more than ten percent of the common stock.

Except for distributions of the common stock due to death, disability, retirement, termination of employment or under a qualified domestic relations order, persons who are subject to Section 16(b) may be required, under limited circumstances involving the purchase of common stock within six months of the distribution, to hold the shares of common stock distributed from the 401(k) Plan for six months after the distribution date.

LEGAL OPINION

The validity of the issuance of the common stock of Fox Chase Bancorp will be passed upon by Muldoon Murphy & Aguggia LLP, Washington, D.C. Muldoon Murphy & Aguggia LLP acted as special counsel for Fox Chase Bancorp in connection with the Stock Offering.

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FOX CHASE BANK SAVINGS BANK

401(k) PROFIT SHARING PLAN

INVESTMENT FORM

Name of Plan Participant:                                              

Social Security Number:                             

1. Instructions. In connection with the offering to the public of the common stock of Fox Chase Bancorp, Fox Chase Bank Savings Bank 401(k) Profit Sharing Plan (the “Plan”) now permits participants to direct up to 50% of their current 401(k) Plan account balances into a new fund: the Fox Chase Bancorp Stock Fund (“Employer Stock Fund”). The percentage of a participant’s account transferred at the direction of the participant into the Employer Stock Fund will be used to purchase shares of common stock of Fox Chase Bancorp (the “Common Stock”).

To direct a transfer of all or a part of the funds credited to your accounts to the Employer Stock Fund, you should complete and file this form with Mary Regnery in the Human Resources Department by 5:00 p.m. on [                    ]. A representative for the Plan Administrator will retain a copy of this form and return a copy to you. If you need any assistance in completing this form, please contact Mary Regnery at (215) 682-4106. If you do not complete and return this form to Mary Regnery by     :00   .m. on [                    ], the funds credited to your accounts under the Plan will continue to be invested in accordance with your prior investment directions, or in accordance with the terms of the Plan if no investment directions have been provided.

2. Investment Directions for the Stock Offering. I hereby authorize the Plan Administrator to direct the Trustee to invest the following percentages (in multiples of not less than 1%) of my 401(k) Plan account balance in the Employer Stock Fund:

Fidelity Spartan 500 Investor	%
S&P 500 Index	%
American Beacon Large Cap Value Institutional	%
Russell 1000 Value Index	%
American Funds Growth Fund of America R5	%
Russell 1000 Growth Index	%
Vanguard Mid Cap Index	%
MSCI US Mid Cap 450 Index	%
S&P Mid Cap 400 Index	%
Pennsylvania Mutual Fund Investment.	%
Russell 2000 Index	%
American Funds EuroPacific Growth R5	%
MSCI EAFE Index	%
Harbor Bond Fund Institutional	%
Lehman Brothers Aggregate Bond Index	%

Wells Fargo Stable Return Fund C	%
Merrill Lynch 91-day T-Bills	%
RSGroup Trust Capital Preservation	%
RSGroup Trust Income	%
RSGroup Trust Diversified Income	%
RSGroup Trust Balanced	%
RSGroup Trust Balanced Equity	%
RSGroup Trust Diversified Equity w/Income	%
RSGroup Diversified Equity	%

If there is not enough Common Stock available in the Stock Offering to fill my subscription pursuant to the investment directions above, I hereby instruct the Trustee to purchase shares of Common Stock in the open market after the Reorganization and Stock Offering to the extent necessary to fulfill my investment directions indicated on this form. I understand that if I do not direct the Trustee by checking the box below, the excess funds will be invested in the same manner as new deposits have been directed.

Yes, I direct the Trustee to purchase stock in the open market, if necessary.

3. Purchaser Information. The ability of participants in the Plan to purchase Common Stock and to direct their current account balances into the Employer Stock Fund is based upon the participant’s subscription rights. Please indicate your status.

Check here if you had $50.00 or more on deposit with Fox Chase Bank as of December 31, 2004.

Check here if you had $50.00 or more on deposit with Fox Chase Bank as of June 30, 2006.

Check here if you are a depositor of Fox Chase Bank as of [                    ]or a borrower as of November 12, 1997 who continues to borrow as of                     , 200  .

4. Acknowledgment of Participant. I understand that this Investment Form shall be subject to all of the terms and conditions of the Plan. I acknowledge that I have received a copy of the Prospectus and the Prospectus Supplement.

Signature of Participant	Date
Acknowledgment of Receipt by Administrator. This Investment Form was received by the Plan Administrator and will become effective on the date noted below.
By:
	Date

THE PARTICIPATION INTERESTS REPRESENTED BY THE COMMON STOCK OFFERED HEREBY ARE NOT DEPOSIT ACCOUNTS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY AND ARE NOT GUARANTEED BY FOX CHASE BANCORP, FOX CHASE MHC

OR FOX CHASE BANK. THE COMMON STOCK IS SUBJECT TO AN INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL INVESTED.

Minimum Stock Purchase in the Stock Offering is $250

PLEASE COMPLETE AND RETURN TO

MARY REGNERY IN THE HUMAN RESOURCES

DEPARTMENT BY 5:00 P.M. ON

[                    , 200  ].

PROSPECTUS

Fox Chase Bancorp, Inc.

(Proposed Holding Company for Fox Chase Bank)

Up to 5,561,596 Shares of Common Stock

This is the initial public offering of shares of common stock of Fox Chase Bancorp, Inc. a company to be formed in connection with the reorganization of Fox Chase Bank into the mutual holding company form of organization. The shares we are offering will represent approximately 43.6% of our outstanding common stock. Additionally, we will issue 135,000 shares to Fox Chase Bank Charitable Foundation, a charitable foundation formed in connection with the reorganization, which represents between 1.4% and 1.0% of our outstanding common stock at the minimum and maximum of the offering range, respectively. Fox Chase MHC, a mutual holding company to be formed in connection with the reorganization, will own the remainder of our outstanding common stock. We intend to have our common stock quoted on the Nasdaq Global Market under the symbol “FXCB.”

We have granted rights to subscribe for shares of our common stock in a “subscription offering” to the following persons in the following order of priority:

• Persons with $50 or more on deposit at Fox Chase Bank as of the close of business on December 31, 2004.

• Our employee stock ownership plan.

• Persons with $50 or more on deposit at Fox Chase Bank as of the close of business on June 30, 2006.

• Fox Chase Bank’s depositors as of the close of business on [RECORD DATE] who were not able to subscribe for shares under categories 1 and 3 and borrowers of Fox Chase Bank as of November 12, 1997 who continue to be borrowers as of the close of business on [RECORD DATE].

If you are a participant in the Fox Chase Bank 401(k) Profit Sharing Plan:

• You may direct that all or part of your current account balances in this plan be invested in shares of common stock.

• You will be receiving separately a supplement to this prospectus that describes your rights under this plan.

If you fit neither of the categories above, but are interested in purchasing shares of our common stock:

• You may have an opportunity to purchase shares of common stock after priority orders are filled.

We are offering up to 5,561,596 shares of common stock for sale on a best efforts basis, subject to certain conditions. We must sell a minimum of 4,110,745 shares to complete the offering. If, as a result of regulatory considerations, demand for the shares or changes in market conditions, the independent appraiser determines our market value has increased, we may sell up to 6,395,835 shares without giving you further notice or the opportunity to change or cancel your order. In each case, the amount of shares we are offering will represent approximately 43.6% of our outstanding common stock because if we increase the number of shares offered for sale, the number of shares to be issued to Fox Chase MHC will increase on a corresponding basis. The offering is expected to terminate at     :       .m., Eastern time, on [Expiration Date]. We may extend this termination date without notice to you until [Extension Date #1], unless the Office of Thrift Supervision approves a later date, which will not be beyond [Expiration Date #2].

Sandler O’Neill & Partners, L.P. will use its best efforts to assist us in our selling efforts, but is not required to purchase any of the common stock that is offered for sale. Purchasers will not pay a commission to purchase shares of common stock in the offering. All shares offered for sale are offered at a price of $10.00 per share.

The minimum purchase is 25 shares. Once submitted, orders are irrevocable unless the offering is terminated or extended beyond [Extension Date #1]. If the offering is extended beyond [Extension Date #1], subscribers will have their funds promptly returned unless they reconfirm their subscription. Funds received before completion of the offering will be held in an escrow account at Fox Chase Bank or, at our discretion, at another insured financial institution, and will earn interest at our statement savings rate, which is currently         % per annum. In addition, if we do not sell the minimum number of shares or if we terminate the offering for any other reason, we will promptly return your funds with interest at our statement savings rate.

We expect our directors and executive officers, together with their associates, to purchase 286,500 shares, which equals 5.15% of the shares offered for sale at the maximum of the offering range. This includes 184,000 shares in the offering, and assuming a $10.00 price per share, another 102,500 shares in the open market after the offering.

On                     , 2006, the Office of Thrift Supervision conditionally approved the plan of reorganization and stock issuance. However, such approval does not constitute a recommendation or endorsement of this offering by that agency.

This investment involves a degree of risk, including the possible loss of principal.

Please read “Risk Factors” beginning on page             .

OFFERING SUMMARY

Price Per Share: $10.00

	Minimum		Maximum		Maximum As Adjusted
Number of shares		4,110,745		5,561,596		6,395,835
Gross offering proceeds	$	41,107,450	$	55,615,960	$	63,958,350
Estimated offering expenses	$	1,799,000	$	1,931,000	$	2,007,000
Estimated net proceeds	$	39,308,000	$	53,685,000	$	61,951,000
Estimated net proceeds per share	$	9.56	$	9.65	$	9.69

These securities are not deposits or savings accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

Neither the Securities and Exchange Commission, the Office of Thrift Supervision nor any state securities regulator has approved or disapproved of these securities or determined if this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

For assistance, please contact the conversion center at (        )     -        .

SANDLER O’NEILL + PARTNERS, L.P.

The date of this prospectus is                     , 2006

[map of Pennsylvania and New Jersey showing office locations of Fox Chase Bank appears here]

Table of Contents

	Page
Summary	1
Risk Factors	20
A Warning About Forward-Looking Statements	29
Selected Financial and Other Data	30
Use of Proceeds	32
Our Dividend Policy	33
Market for the Common Stock	34
Capitalization	35
Regulatory Capital Compliance	37
Pro Forma Data	38
Comparison of Independent Valuation and Pro Forma Financial Information With and Without the Foundation	44
Our Business	45
Management’s Discussion and Analysis of Financial Condition and Results of Operations	55
Our Management	89
Subscriptions by Executive Officers and Directors	100
Regulation and Supervision	101
Federal and State Taxation	111
The Reorganization and Stock Offering	112
Fox Chase Bank Charitable Foundation	131
Restrictions on Acquisition of Fox Chase Bancorp and Fox Chase Bank	135
Description of Fox Chase Bancorp Capital Stock	138
Transfer Agent and Registrar	139
Registration Requirements	139
Legal and Tax Opinions	139
Experts	139
Change in Accountants	139
Where You Can Find More Information	141
Index to Consolidated Financial Statements of Fox Chase Bank	142

Summary

This summary highlights material information from this document and may not contain all the information that is important to you. To understand the reorganization and stock offering more fully, you should read this entire document carefully. For assistance, please contact our conversion center at (    )     -    .

The Companies

Fox Chase MHC 4390 Davisville Road Hatboro, Pennsylvania 19040 (215) 682-7400 Fox Chase MHC is a federally chartered mutual holding company that we are forming to own a majority of the common stock of Fox Chase Bancorp. As a savings and loan holding company, Fox Chase MHC will be examined by, and must comply with the rules and regulations of, the Office of Thrift Supervision. As a mutual holding company, Fox Chase MHC will be a non-stock company whose members are the depositors and borrowers of Fox Chase Bank as of November 12, 1997 for such time as such borrowings are in existence. Under federal regulations, so long as Fox Chase MHC exists, it will own a majority of the voting stock of Fox Chase Bancorp, and through its board of directors, will be able to exercise voting control over most matters put to a vote of stockholders of Fox Chase Bancorp, including the election of directors. However, Fox Chase MHC will not be able to exercise such voting control over a proposal to adopt stock benefit plans for our officers, directors and employees or a proposal for Fox Chase MHC to convert from mutual to stock form in a transaction commonly known as a “second-step conversion.” The same persons who will comprise the board of directors of Fox Chase Bancorp and Fox Chase Bank will also comprise the board of directors of Fox Chase MHC. Fox Chase MHC is not currently an operating company and has not engaged in any business to date. Fox Chase MHC will be formed upon completion of the reorganization. We do not expect that Fox Chase MHC will engage in any business activity other than owning a majority of the common stock of Fox Chase Bancorp.  

Fox Chase Bancorp, Inc. 4390 Davisville Road Hatboro, Pennsylvania 19040 (215) 682-7400

This offering is being made by Fox Chase Bancorp. Fox Chase Bancorp is a federally chartered mid-tier stock holding company that we are forming. As a savings and loan holding company, Fox Chase Bancorp will be examined by, and must comply with the rules and regulations of, the Office of Thrift Supervision. Fox Chase Bancorp is not currently an operating company and has not engaged in any business to date. After the reorganization, Fox Chase Bancorp will own all of Fox Chase Bank’s capital stock and will direct, plan and coordinate Fox Chase Bank’s business activities. In the future, Fox Chase Bancorp might also acquire or organize other operating subsidiaries, including other financial institutions or financial services companies, although it currently has no specific plans or agreements to do so.

Fox Chase Bank 4390 Davisville Road Hatboro, Pennsylvania 19040 (215) 682-7400

Fox Chase Bank is a community-oriented financial institution dedicated to serving the financial services needs of consumers and businesses within its market area. Fox Chase Bank is subject to extensive regulation, examination and supervision by the Office of Thrift Supervision, its primary federal regulator, and the Federal Deposit Insurance Corporation, its deposit insurer. We attract deposits from the general public and have historically used such

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	funds to originate one- to four-family residential real estate loans, construction and land development loans and consumer loans. Recently, we have begun to emphasize the origination of multi- family and commercial real estate loans, commercial business loans and construction loans in the Philadelphia metropolitan area and greater Delaware Valley, while eliminating the origination of higher- risk acquisition, development and construction loans in the southern New Jersey shore area. At March 31, 2006, we operated out of our main office in Hatboro, Pennsylvania and eight branch offices in Bucks, Montgomery and Philadelphia Counties, Pennsylvania and Atlantic and Cape May Counties, New Jersey. At March 31, 2006, we had total assets of $754.1 million, deposits of $655.9 million and total equity of $63.3 million.
Cease and Desist Order (page     )	In 2003, then-current management determined to emphasize multi- family and commercial real estate lending and construction lending, primarily in the southern New Jersey shore area where it had opened branch offices. However, due to a lack of expertise originating these types of loans and a relative unfamiliarity with the market area, these loans were not properly underwritten, including receiving inadequate documentation, and, as a result, many of these loans were criticized or classified in accordance with regulatory guidelines. Additionally, Fox Chase Bank failed to adopt a risk rating system and update its allowance for loan losses policy to account for the new types of loans that were being originated. Further, management failed to properly review and classify the new types of loans. This type of lending and the absence of adequate underwriting, credit and collection policies and internal controls contributed to the issuance by the Office of Thrift Supervision of a Cease and Desist Order, which we consented to on June 6, 2005.
	The Cease and Desist Order cited the following violations of Office of Thrift Supervision laws and regulations:
	•        failure to maintain adequate real estate lending policies, as such policies did not provide prudent underwriting standards or administration procedures; •        loans that were originated in excess of the institution’s loans-to- one-borrower lending limit; •        failure to adequately evaluate and classify its assets on a regular basis and failure to establish an adequate valuation allowance on such classified assets; •        failure to file accurate regulatory reports, including Office of Thrift Supervision Thrift Financial Reports and Suspicious Activity Reports; •        failure to adhere to the requirements of Regulation O regarding extensions of credit to insiders of the institution; •        failure to adhere to agency real estate appraisal standards; and •        failure to provide the required certification on the Office of Thrift Supervision Thrift Financial Reports by officers and directors.

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	As part of this order, the Office of Thrift Supervision ordered us to discontinue a number of practices, and specifically ordered us to take certain actions. We were ordered to:
	•        discontinue originating certain loans •        restrict our asset growth; •        hire a new chief executive officer; •        improve our board’s oversight over lending and risk exposure; •        develop a new business plan; •        improve our loan underwriting and appraisal policies, loans-to- one borrower compliance and internal asset review procedures; •        enhance our credit administration, board management and governance; •        provide the Office of Thrift Supervision with quarterly progress reports; and •        review and analyze our loan portfolio and, as appropriate, review our allowance for loan losses.
	Since the issuance of the Order to Cease and Desist, we believe we have complied with all directives contained in the Order. The following lists all material actions we have taken to comply with the Order:
	•        hired new senior management;
	•        appointed six new non-employee directors to our board, established new committees and adopted new corporate governance policies, including a code of ethics;
	•        adopted detailed and more stringent lending and interest rate risk policies, specifically with regard to policies and procedures for the determination of the allowance for loan losses, real estate underwriting and appraisal policies and procedures and credit administration;
	•        developed a new three-year strategic plan, which requires us to improve our capital position and our earnings capability, which contemplates this mutual holding company reorganization and stock offering.
	As a result of our efforts, effective June 28, 2006, the Order to Cease and Desist was terminated.
Our Operating Strategy (page     )	Our mission is to become the leading relationship-based business and consumer bank in our market area by delivering financial products and services tailored to our clients’ needs. After the reorganization, we plan to continue our strategy of:
	•        pursuing opportunities to increase commercial lending in our primary market area;
	•        building profitable business and consumer relationships with an emphasis on growing transaction deposit accounts and deposit balances;
	•        increasing income by expanding our product offerings and continuing to emphasize customer service; and

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•       expanding our footprint and market presence through opening additional branch and loan production offices.

The Reorganization

Description of the Reorganization (page     )

Currently, we are a federally chartered mutual savings bank with no stockholders. Our depositors and certain borrowers currently have the right to vote on certain matters such as the election of directors and this reorganization. The mutual holding company reorganization process that we are now undertaking involves a series of transactions by which we will convert our organization from the mutual form of organization to the mutual holding company form of organization. In the mutual holding company structure, Fox Chase Bank will become a federally chartered stock savings bank and all of its stock will be owned by Fox Chase Bancorp. In addition, 43.6% of Fox Chase Bancorp’s stock will be owned by the public, including our employee stock ownership plan, 135,000 shares will be owned by Fox Chase Bank Charitable Foundation, and the remainder of Fox Chase Bancorp’s stock will be owned by Fox Chase MHC. After the reorganization, our ownership structure at the midpoint of the offering range will be as follows:

Fox Chase MHC			Public Stockholders, including the charitable foundation
		55.2% of common stock		44.8% of common stock
	Fox Chase Bancorp
			100.0% of
			common stock
	Fox Chase Bank

	Our normal business operations will continue without interruption during the reorganization. The same directors who adopted the plan of reorganization and stock issuance and who continue to be directors of Fox Chase Bank at the time of the reorganization will serve as directors of Fox Chase MHC, Fox Chase Bancorp and Fox Chase Bank after the reorganization. The executive officers of Fox Chase MHC, Fox Chase Bancorp and Fox Chase Bank will be persons who are currently officers of Fox Chase Bank.
Stockholder and Member Voting Rights After the Reorganization (page     )	After the reorganization, Fox Chase Bank will continue to be supervised by its board of directors. Fox Chase Bancorp, as the holder of all of the outstanding common stock of Fox Chase Bank, will have exclusive voting rights with respect to any matters concerning Fox Chase Bank requiring stockholder approval, including the election of directors.
	After the reorganization, stockholders of Fox Chase Bancorp will have exclusive voting rights with respect to any matters concerning Fox Chase Bancorp requiring stockholder approval. By virtue of its ownership of a majority of the outstanding shares of common stock of

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Fox Chase Bancorp, Fox Chase MHC will be able to control the outcome of most matters presented to the stockholders for resolution by vote. However, Fox Chase MHC will not be able to control the vote for merger and sale transactions, second-step transactions and implementation of equity incentive plans, all of which would require the approval by the stockholders other than Fox Chase MHC.

As a federally chartered mutual holding company, Fox Chase MHC will have no authorized capital stock and, thus, no stockholders. Holders of deposit accounts of Fox Chase Bank will become members of Fox Chase MHC. Such persons will be entitled to vote on all questions requiring action by the members of Fox Chase MHC, including the election of directors of Fox Chase MHC. In addition, all persons who become depositors of Fox Chase Bank following the reorganization will have membership rights with respect to Fox Chase MHC. Borrowers of Fox Chase Bank who were borrower members of Fox Chase Bank at the time of the reorganization will become members of Fox Chase MHC. Borrowers will not receive membership rights in connection with any new borrowings made after the reorganization.

The Offering
Purchase Price	The purchase price is $10.00 per share.
Number of Shares to be Sold	We are offering for sale between 4,110,745 and 5,561,596 shares of Fox Chase Bancorp common stock in this reorganization to persons other than Fox Chase MHC and the charitable foundation. With regulatory approval, we may increase the number of shares to be sold to 6,395,835 shares without giving you further notice or the opportunity to change or cancel your order. The Office of Thrift Supervision will consider the level of subscriptions, the views of our independent appraiser, our financial condition and results of operations and changes in market conditions in connection with a request to increase the offering size.

The shares we are offering for sale will represent approximately 43.6% of our outstanding common stock. Additionally, we will issue 135,000 shares to the charitable foundation. The amount of shares to be issued to the charitable foundation will not change no matter how many shares we sell in the offering. The remainder of our common stock will be issued to Fox Chase MHC. We will issue between 5,189,255 and 7,068,404 shares of common stock to Fox Chase MHC, which will represent between 55.0% and 55.4% of our common stock. With regulatory approval, we may increase the number of shares to be issued to Fox Chase MHC to 8,148,915 shares, which will represent 55.5% of our common stock.

How We Determined the Offering Range (page     ) We decided to offer between 4,110,745 and 5,561,596 shares, which is our offering range, based on an independent appraisal of our pro forma market value prepared by FinPro, Inc., an appraisal firm experienced in appraisals of financial institutions. FinPro will receive fees totaling $36,000 for its appraisal services, plus $6,500 for each appraisal valuation update and reimbursement of out-of-pocket expenses. FinPro estimates that as of May 2, 2006, our pro forma market value

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on a fully converted basis was between $94.4 million and $127.7 million, with a midpoint of $111.0 million. The term “fully converted” means that FinPro assumed that 100.0% of our common stock had been sold to the public, rather than the 43.6% that will be sold with this offering. Our pricing multiples are presented on a fully converted basis so that our multiples can more easily be compared to the pricing multiples of other mutual holding companies. Presenting the ratios on a fully converted basis and, thus, assuming that 100% of each institution’s common stock had been issued to the public, allows for a more meaningful comparison as the varying levels of minority ownership of each mutual holding company is eliminated.

In preparing its appraisal, FinPro considered the information in this prospectus, including our financial statements. FinPro also considered the following factors, among others:

•        our historical and present operating results and financial condition and the economic and demographic characteristics of our market areas;

•        non-public information, including our projected results and financial condition, and regulatory examinations;

•        a comparative evaluation of the operating and financial statistics of Fox Chase Bank with those of other “similarly-situated,” publicly-traded savings associations and savings association holding companies (for purposes of the appraisal, similarly situated entities refers to public companies in the mutual holding company structure, none of which had issued equity in the past year, all of which are listed on a major stock exchange, located in the Northeast region of the United States and with assets of between $350.0 million and $2.0 billion);

•        the effect of the capital raised in this offering on our net worth and earnings potential;

•        the trading market for securities of comparable institutions and general conditions in the market for such securities;

•        our intention to make a contribution to Fox Chase Bank Charitable Foundation of 135,000 shares of Fox Chase Bancorp’s common stock and $150,000 in cash;

•        the existence of the Cease and Desist Order imposed on Fox Chase Bank by the Office of Thrift Supervision; and

•        the substantial compliance by Fox Chase Bank with the directives contained in the Order.

Our board of directors determined that the common stock should be sold at $10.00 per share and that 43.6% of the shares of our common stock should be offered for sale to the public in the offering. The following table shows the number of shares that will be sold in the offering, issued to Fox Chase MHC and contributed to the charitable foundation, based on the estimated valuation range and the purchase price.

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	At Minimum of Offering Range	Percent of Shares Outstanding		At Maximum of Offering Range	Percent of Shares Outstanding		At 15% Above Maximum of Offering Range	Percent of Shares Outstanding
Shares sold in the offering	4,110,745	43.6	%	5,561,596	43.6	%	6,395,835	43.6	%
Shares issued to Fox Chase MHC	5,189,255	55.0		7,068,404	55.4		8,148,915	55.5
Shares contributed to the charitable foundation	135,000	1.4		135,000	1.0		135,000	0.9
Total	9,435,000	100.0	%	12,765,000	100.0	%	14,679,750	100.00	%

Two measures that some investors use to analyze whether a stock might be a good investment are the ratio of the offering price to the issuer’s “tangible book value” and the ratio of the offering price to the issuer’s annual core earnings. FinPro considered these ratios in preparing its appraisal, among other factors. Tangible book value is the same as total equity, less intangibles, and represents the difference between the issuer’s tangible assets and liabilities. Core earnings, for purposes of the appraisal, is defined as net earnings after taxes, plus non-recurring expenses and minus nonrecurring income, adjusted for income taxes in each case. FinPro’s appraisal also incorporates an analysis of a peer group of publicly traded fully converted savings associations and fully converted savings association holding companies that FinPro considered as comparable to us. The peer group includes eleven public companies in the mutual holding company structure, none of which had issued equity in the past year, all of which are listed on a major stock exchange, located in the Northeast region of the United States and with assets between $350.0 million and $2.0 billion. Additionally, the asset size, profitability, capital levels, balance sheet mix and operating strategy of each member of the peer group was analyzed to ensure comparability to Fox Chase Bank.

The following table presents a summary of selected pricing ratios for the peer group companies and the pricing ratios for us, utilized by FinPro in its appraisal. The ratios are presented on a fully-converted basis. Our ratios are based on core earnings for the twelve months ended March 31, 2006 and tangible book value as of March 31, 2006. The peer company’s ratios are based on core earnings for the trailing twelve months, tangible book value as of the most recent publicly available information and on share prices on May 2, 2006.

	Fully Converted Price to Core Earnings Multiple	Fully Converted Price to Tangible Book Value Ratio
Fox Chase Bancorp (pro forma):
Minimum	34.48x	66.36	%
Maximum	40.00	74.52
Peer group companies:
Average	41.79x	95.95	%
Median	30.64	96.49

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Compared to the median pricing ratios of the peer group, at the maximum of the offering range, our stock would be priced at a premium of 30.5% to the peer group on a price-to-core earnings basis and a discount of 22.8% to the peer group on a price-to-tangible book basis. This means that, at the maximum of the offering range, a share of our common stock would be more expensive than the peer group on a core earnings per share basis and less expensive than the peer group on a tangible book value per share basis. The independent appraisal does not indicate market value. You should not assume or expect that the valuation described above means that our common stock will trade at or above the $10.00 purchase price after the reorganization.

Mutual Holding Company Data

The following table presents a summary of selected pricing ratios, on a non-fully converted basis, for publicly traded mutual holding companies and the pricing ratios for us.

	Non-Fully Converted Price to Earnings Multiple		Non-Fully Converted Price to Tangible Book Value Ratio
Fox Chase Bancorp (pro forma):
Minimum	45.45	x	96.90	%
Maximum	58.82		116.28
Publicly traded mutual holding companies: (1)
Average	43.20	x	186.90	%
Median	39.40		177.70
(1)    The peer companies ratios are based on core earnings for the trailing twelve months, tangible book value as of the most recent publicly available information and on share prices on May 2, 2006.

The information for publicly traded mutual holding companies may not be meaningful to investors because it presents average and median information for mutual holding companies that issued a different percentage of their stock in their offerings than the 43.6% that we are offering to the public. In addition, the effect of stock repurchases also affects the ratios to a greater or lesser degree depending upon repurchase activity.

Possible Change in Offering Range and Possible Termination of the Stock Offering (page     )

FinPro will update its appraisal before we complete the stock offering. This updated appraisal must be approved by the Office of Thrift Supervision before we complete the offering. In approving the appraisal, the Office of Thrift Supervision will consider, among other things, the amount of subscriptions received, market conditions and changes in our financial condition and operating results. If, as a result of this approval process or through FinPro’s analysis of the demand for the shares, our financial condition or operating results at the time of the update, changes in national or local economic conditions or changes in market conditions, FinPro determines that our pro forma market value has increased, we may sell up to 6,395,835 shares

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without further notice to you. If the pro forma market value of the common stock to be sold in the offering at the time the appraisal is updated is either below $41,107,450 or above $63,958,350, then, after consulting with the Office of Thrift Supervision, we may either: terminate the stock offering and promptly return all funds; promptly return all funds, set a new offering range and give all subscribers the opportunity to place a new order for shares of Fox Chase Bancorp common stock; or take such other actions at the time the appraisal is updated based on the facts and circumstances then existing, as may be permitted by the Office of Thrift Supervision and the Securities and Exchange Commission.

After-Market Performance of “First Step” Mutual Holding Company Offerings

The following table provides information regarding the after-market performance of the “first-step” mutual holding company offerings completed from January 1, 2005 through May 2, 2006. A “first-step” mutual holding company offering occurs when a mutual institution converts to the mutual holding company form of organization and in connection therewith, a newly-formed stock holding company issues less than half of its shares of its voting stock to the public.

Issuer (Market/Symbol)	State	IPO Date	1 Day % Change		1 Month % Change		% Change Through 5/2/06
Georgetown Bancorp, Inc. (OTCBB: GTWN)	MA	01/06/2005	2.00		0.50		(11.00	)
BV Financial, Inc. (OTCBB: BVFL)	MD	01/14/2005	(6.50	)	(1.50	)	(5.50	)
Home Federal Bancorp, Inc. of LA (OTCBB: HFBL)	LA	01/21/2005	(1.00	)	(0.80	)	2.20
Kearny Financial Corp. (Nasdaq: KRNY)	NJ	02/24/2005	13.90		10.80		39.70
Kentucky First Federal Bancorp (Nasdaq: KFFB)	KY	03/03/2005	7.90		12.40		5.50
Prudential Bancorp, Inc. of PA (Nasdaq: PBIP)	PA	03/30/2005	(1.50	)	(12.50	)	30.00
Brooklyn Federal Bancorp, Inc. (Nasdaq: BFSB)	NY	04/06/2005	(0.50	)	(5.00	)	20.50
FedFirst Financial Corporation (Nasdaq: FFCO)	PA	04/07/2005	(6.60	)	(14.50	)	0.90
Rockville Financial, Inc. (Nasdaq: RCKB)	CT	05/23/2005	4.80		19.60		42.30
North Penn Bancorp, Inc. (OTCBB: NPEN)	PA	06/02/2005	10.00		1.50		10.00
Colonial Bankshares, Inc. (Nasdaq: COBK)	NJ	06/30/2005	6.00		7.50		17.70
Heritage Financial Group (Nasdaq: HBOS)	GA	06/30/2005	7.50		9.30		23.80
United Financial Bancorp (Nasdaq: UNBK)	MA	07/13/2005	17.50		17.00		19.70
Ottawa Savings Bancorp (OTCBB: OTTW)	IL	07/15/2005	10.00		7.00		19.50
Wauwatosa Holdings Inc. (Nasdaq: WAUW)	WI	10/05/2005	12.50		9.50		37.80
Investors Bancorp Inc. (Nasdaq: ISBC)	NJ	10/12/2005	0.20		5.20		39.80
Equitable Financial Corp. (OTCBB: EQFC)	NE	11/08/2005	0.00		(5.00	)	7.50
Greenville Federal Financial Corp. (Nasdaq: GVFF)	OH	01/05/2006	0.00		0.00		(1.50	)
Magyar Bancorp, Inc. (Nasdaq: MGYR)	NJ	01/24/2006	6.50		6.00		17.60
United Community Bancorp (Nasdaq: UCBA)	IN	03/31/2006	8.00		5.50		6.50
Lake Shore Bancorp, Inc. (Nasdaq: LSBK)	NY	04/04/2006	7.00		0.00		2.80
Mutual Federal Bancorp, Inc. (OTCBB: MFDB)	IL	04/06/2006	11.30		0.00		13.00
Average - all transactions			5.45		3.63		13.52
Median - all transactions			6.75		5.35		13.00

This table is not intended to be indicative of how our stock price may perform. Furthermore, this table presents only short-term price performance with respect to companies that only recently completed their initial public offerings and may not be indicative of the longer- term stock price performance of these companies.

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Stock price performance is affected by many factors, including, but not limited to: general market and economic conditions; the interest rate environment; the amount of proceeds a company raises in its offering; and numerous factors relating to the specific company, including the experience and ability of management, historical and anticipated operating results, the nature and quality of the company’s assets, and the company’s market area. The companies listed in the table above may not be similar to Fox Chase Bancorp, the pricing ratios for their stock offerings may be different from the pricing ratios for Fox Chase Bancorp common stock and the market conditions in which these offerings were completed may be different from current market conditions. Any or all of these differences may cause our stock to perform differently from these other companies. Before you make an investment decision, we urge you to carefully read this prospectus, including, but not limited to, the “Risk Factors” beginning on page     .

You should be aware that, in certain market conditions, stock prices of initial public offerings by thrift institutions have decreased below their initial offering prices. For example, as the above table illustrates, the stocks of eight companies traded at or below their initial offering price at various times through May 2, 2006. We can give you no assurance that our stock will not trade below the $10.00 purchase price or that our stock will perform similarly to other recent first-step mutual holding company offerings. See “Risk Factors—Risks Related to this Offering—Our stock price may decline when trading commences.”

As part of its appraisal of our pro forma market value, FinPro considered the after-market performance of mutual-to-stock conversions completed in the twelve months before May 2, 2006, which is the date of its appraisal report. FinPro considered information regarding the new issue market for converting thrifts as part of its consideration of the market for thrift stocks.

Possible Termination of the Offering	We must sell a minimum of 4,110,745 shares to complete the offering. If we do not sell the minimum number of shares, or if we terminate the offering for any other reason, we will promptly return all funds with interest at our current statement savings rate.
Conditions to Completing the Reorganization	We are conducting the reorganization under the terms of our plan of reorganization and stock issuance. We cannot complete the reorganization and related offering unless:
	•       the plan of reorganization and stock issuance is approved by at least a majority of votes eligible to be cast by members of Fox Chase Bank (depositors and certain borrowers of Fox Chase Bank);
	•       we sell at least the minimum number of shares offered; and
	•       we receive the final approval of the Office of Thrift Supervision to complete the reorganization and offering.

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Reasons for the Reorganization (page     )	Our primary reasons for the reorganization are to:
	•       increase the capital of Fox Chase Bank;
	•       support future lending and operational growth;
	•       support future branching activities and/or the acquisition of other financial institutions or financial services companies or their assets; and
	•       enhance our ability to attract and retain qualified personnel through stock-based compensation plans.
	While we exceed all of our regulatory capital requirements and are considered “well capitalized” for regulatory purposes, our core capital level of $66.2 million, or 8.72% of adjusted total assets, at March 31, 2006 restricts our ability both to grow and continue to maintain our “well capitalized” status. Accordingly, we require additional capital to increase our lending activities and expand our operations.

As discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operating Strategy,” we have already begun our expansion plans. We opened a branch office in Marmora, New Jersey in March 2006, a loan production office (with deposit authority) in Exton, Pennsylvania in May 2006, and a loan production office (with deposit authority) in Media, Pennsylvania in July 2006. Additionally, we plan to open an additional branch office on land we own in Absecon, New Jersey by 2008 and an additional loan production office (with deposit authority) in Plymouth Meeting, Pennsylvania in 2006. This expansion has been and is expected to continue to be funded by cash generated by our business and we do not expect to borrow funds for these expansion plans. Funding for the expansion is also not contingent on this offering. We do not have any additional specific plans or arrangements for further expansion, other than those described above.

In a full mutual-to-stock conversion, we would offer for sale to the public all of our common stock. In a mutual holding company reorganization, we are able to offer for sale to the public any amount of shares up to 49.9%. Since we will not be offering all of our common stock for sale in the offering, the minority stock issuance will result in less capital being raised in comparison to a full mutual-to- stock conversion. Therefore, the minority stock issuance permits us to control the amount of capital being raised and will enable us to deploy the proceeds of the offering more prudently, while at the same time enabling us to expand our lending and investment activities. Additionally, the mutual holding company structure was attractive as it provides for the control of Fox Chase Bancorp by Fox Chase MHC through its majority ownership position. We chose to sell 43.6% of our shares to the public rather than a smaller portion, because we believe that we are raising the amount of capital we can effectively deploy.

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	We also will be able to increase our philanthropic endeavors to the communities we serve through the formation and funding of Fox Chase Bank Charitable Foundation.
We Will Form the Fox Chase Bank Charitable Foundation (page     )	To continue our long-standing commitment to our local communities, we intend to establish a charitable foundation, named “Fox Chase Bank Charitable Foundation,” as part of the reorganization. Subject to separate approval by at least a majority of votes eligible to be cast by members of Fox Chase Bank, the charitable foundation will be funded with 135,000 shares of Fox Chase Bancorp common stock and $150,000 in cash. The common stock contributed to the charitable foundation is in addition to the shares being offered for sale and will not be included in determining whether the minimum number of shares of common stock has been sold to complete the offering. Our contribution to the charitable foundation would reduce net earnings by $990,000, after tax, in the year in which the charitable foundation is established, which is expected to be fiscal 2006. Fox Chase Bank Charitable Foundation will make grants and donations to non-profit and community groups and projects located within our market areas. The amount of common stock that we would offer for sale would be greater if the reorganization were to be completed without the formation of Fox Chase Bank Charitable Foundation. For a further discussion of the financial impact of the charitable foundation, including its effect on those who purchase shares in the offering and on the shares issued to stockholders of Fox Chase Bancorp, see “Comparison of Independent Valuation and Pro Forma Financial Information With and Without the Foundation.”
Benefits of the Reorganization to Management (page     )	We intend to adopt the following benefit plans and employment agreements:
	•        Employee Stock Ownership Plan. We intend to establish an employee stock ownership plan that will provide retirement benefits to all eligible employees of Fox Chase Bank. The plan will purchase 3.92% of the shares issued in the reorganization, including shares issued to Fox Chase MHC and contributed to Fox Chase Bank Charitable Foundation, with the proceeds of a loan from Fox Chase Bancorp. As the loan is repaid and shares are released from collateral, the shares will be allocated to the accounts of participants based on a participant’s compensation as a percentage of total plan compensation. Non-employee directors are not eligible to participate in the employee stock ownership plan. We will incur additional compensation expense as a result of this plan. See “Pro Forma Data” for an illustration of the effects of this plan.
	•        Equity Incentive Plan. We intend to implement an equity- based incentive plan no earlier than six months after the reorganization. Under Office of Thrift Supervision regulations, the plan must be approved by a majority of the total votes eligible to be cast by our stockholders, other than Fox Chase MHC, unless we obtain a waiver that allows approval by a majority of votes cast, other than by Fox Chase MHC. Under this plan, we may award stock options and shares of restricted stock to employees and directors. Shares of restricted stock will be awarded at no cost to the recipient. Stock options will be

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granted at an exercise price equal to 100% of the fair market value of our common stock on the option grant date. We will incur additional compensation expense as a result of this plan. See “Pro Forma Data” for an illustration of the effects of this plan. Under this plan, we may grant stock options in an amount up to 4.90% of the number of shares issued in the offering, including shares issued to Fox Chase MHC and contributed to the charitable foundation, and restricted stock awards in an amount equal to 1.96% of the shares issued in the offering, including shares issued to Fox Chase MHC and contributed to the charitable foundation. The equity incentive plan will comply with all applicable Office of Thrift Supervision regulations.

The following table presents the total value of all shares to be available for restricted stock awards under the equity incentive plan, based on a range of market prices from $8.00 per share to $14.00 per share. Ultimately, the value of the grants will depend on the actual trading price of our common stock, which depends on numerous factors.

	Value of
Share Price	184,926 Shares Awarded at Minimum of Range		217,560 Shares Awarded at Midpoint of Range		250,194 Shares Awarded at Maximum of Range		287,723 Shares Awarded at 15% Above Maximum of Range
	(In thousands)
$  8.00	$	1,479	$	1,740	$	2,002	$	2,302
10.00		1,849		2,176		2,502		2,877
12.00		2,219		2,611		3,002		3,453
14.00		2,589		3,046		3,503		4,028

The following table presents the total value of all stock options available for grant under the equity incentive plan, based on a range of market prices from $8.00 per share to $14.00 per share. For purposes of this table, the value of the stock options was determined using the Black-Scholes option-pricing formula. See “Pro Forma Data.” Ultimately, financial gains can be realized on a stock option only if the market price of the common stock increases above the price at which the option is granted.

			Value of
Exercise Price	Option Value		462,315 Options Granted at Minimum of Range		543,900 Options Granted at Midpoint of Range		625,485 Options Granted at Maximum of Range		719,307 Options Granted at 15% Above Maximum of Range
			(In thousands)
$  8.00	$	3.36	$	1,553	$	1,828	$	2,102	$	2,417
10.00		4.20		1,942		2,284		2,627		3,021
12.00		5.04		2,330		2,741		3,152		3,625
14.00		5.88		2,718		3,198		3,678		4,230

•        Employement and Change in Control Agreements. Fox Chase Bancorp and Fox Chase Bank intend to enter into three- year employment agreements with Thomas M. Petro, our President and Chief Executive Officer and Jerry D. Holbrook, Executive Vice President and Chief Financial Officer. Fox Chase Bank also intends to enter into three-year employment

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agreements with three executive officers and one- or two-year change in control agreements with other senior officers. These agreements will provide for severance benefits if the executives are terminated following a change in control of Fox Chase Bancorp or Fox Chase Bank. Based solely on current base salaries and excluding any benefits that would be payable under any employee benefit plan, if a change in control of Fox Chase Bancorp and Fox Chase Bank occurred, and we terminated these officers, the total payments due under the employment and change in control agreements would equal approximately $4.3 million.

The following table summarizes, at the maximum of the offering range, the total number and value of the shares of common stock that the employee stock ownership plan expects to acquire and the total value of all restricted stock awards that are expected to be available under the equity incentive plan. At the maximum of the offering range, we will sell 5,561,596 shares and have 12,765,000 shares outstanding.

	Number of Shares to be Granted or Purchased
	At Maximum of Offering Range	As a % of Common Stock Sold at Maximum of Offering Range		As a % of Common Stock Outstanding		Total Estimated Value of Grants
	(Dollars in thousands)
Employee stock ownership plan (1)	500,388	9.00	%	3.92	%	$	5,004
Restricted stock awards (1)	250,194	4.50		1.96			2,502
Stock options (2)	625,485	11.25		4.90			2,627
Total	1,376,067	24.75	%	10.78	%	$	10,133
(1)    Assumes the value of Fox Chase Bancorp’s common stock is $ 10.00 per share for purposes of determining the total estimated value of the grants.
(2)    Assumes the value of a stock option is $4.20 per share, which was determined using the Black-Scholes option-pricing formula. See “Pro Forma Data.”

Tax Consequences (page     ) As a general matter, the reorganization will not be a taxable transaction for purposes of federal or state income taxes to us or persons who receive or exercise subscription rights. Our special counsel, Muldoon Murphy & Aguggia LLP, has issued a federal tax opinion to us that, among other items, provides:   •      the reorganization will qualify as a tax-free reorganization and no gain or loss will be recognized by us as a result of the reorganization;   •      no gain or loss will be recognized by our account holders upon the issuance to them of deposits in Fox Chase Bank immediately after the reorganization in the same dollar amount and upon the same terms as their deposits in Fox Chase Bank immediately before the reorganization;

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•     it is more likely than not that the fair market value of the rights to subscribe for shares of our common stock is zero and, accordingly, that no income will be realized by our members upon the issuance or exercise of the subscription rights;

•     it is more likely than not that the tax basis to the purchasers in the offering will be the amount paid for our common stock, and that the holding period for shares of common stock will begin on the date of completion of the offering; and

•     the holding period for shares of common stock purchased in the community offering or syndicated community offering will begin on the day after the date of the purchase.

We have also received an opinion from Muldoon Murphy & Aguggia LLP stating that, assuming the reorganization does not result in any federal income tax liability to us or our account holders, implementation of the plan of reorganization and stock issuance will not result in any Pennsylvania income tax liability to those entities or persons. See “The Reorganization and Stock Offering—Material Income Tax Consequences.”

Persons Who Can Order Stock in the Offering (page     )	We have granted rights to subscribe for shares of our common stock in a “subscription offering” to the following persons in the following order of priority:
Note: Subscription rights are not transferable, and persons with subscription rights may not subscribe for shares for the benefit of any other person. If you violate this prohibition, you may lose your rights to purchase shares and may face criminal prosecution and/or other sanctions.	1.      Persons with $50 or more on deposit at Fox Chase Bank as of the close of business on December 31, 2004.
	2.      Our employee stock ownership plan.
	3.      Persons with $50 or more on deposit at Fox Chase Bank as of the close of business on June 30, 2006. 4.      Fox Chase Bank’s depositors as of the close of business on [RECORD DATE] who were not able to subscribe for shares under categories 1 and 3 and borrowers of Fox Chase Bank as of November 12, 1997 who continue to be borrowers as of the close of business on [RECORD DATE].
	If we receive subscriptions for more shares than are to be sold in this offering, we may be unable to fill or may only partially fill your order. Shares will be allocated in order of the priorities described above under a formula outlined in the plan of reorganization and stock issuance. If we increase the number of shares to be sold above 5,561,596, our employee stock ownership plan will have the first priority right to purchase any shares exceeding that amount to the extent that its subscription has not previously been filled. Any shares remaining will be allocated in the order of priorities described above. See “The Reorganization and Stock Offering—Subscription Offering and Subscription Rights” for a description of the allocation procedure.

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	We may offer shares not sold in the subscription offering to the general public in a community offering or through a syndicate of broker-dealers. People and trusts for the benefit of people who are residents of Bucks, Montgomery and Philadelphia Counties, Pennsylvania and Atlantic and Cape May Counties, New Jersey will have first preference to purchase shares in the community offering. The community offering and syndicated community offering, if held, may begin at any time during or immediately following the subscription offering.
Subscription Rights Are Not Transferable	You are not allowed to transfer your subscription rights and we will act to ensure that you do not do so. You will be required to certify that you are purchasing shares solely for your own account and that you have no agreement or understanding with another person involving the transfer of the shares that you purchase. We will not accept any stock orders that we believe involve the transfer of subscription rights. Eligible depositors who enter into agreements to allow ineligible investors to participate in the subscription offering may be violating federal law and may be subject to civil enforcement actions or criminal prosecution.
Deadline for Ordering Stock (page         )	The subscription offering will end at __:__ _.m., Eastern time, on [Expiration Date]. We expect that the community offering will terminate at the same time, although it may continue for up to 45 days after the end of the subscription offering, or longer if regulators approve a later date. No single extension may be for more than 90 days. If we extend the offering beyond [Extension Date #1] or if we intend to sell fewer than 4,110,745 shares or more than 5,561,596, all subscribers will be notified and given the opportunity to confirm, change or cancel their orders. If you do not respond to this notice, we will return your funds promptly, in full and with interest, at our statement savings rate.
Purchase Limitations (page         )	Our plan of reorganization and stock issuance establishes limitations on the purchase of stock in the offering. These limitations include the following:
	•      The minimum purchase is 25 shares.
	•      No individual (or individuals on a single deposit account) may purchase more than $150,000 of common stock (which equals 15,000 shares) in the subscription offering.
	•      No individual, no individual together with any associates, and no group of persons acting in concert may purchase more than $200,000 of common stock (which equals 20,000 shares) in the offering.
	Subject to the Office of Thrift Supervision’s approval, we may increase or decrease the purchase and ownership limitations at any time.

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How to Purchase Common Stock (page         )	If you want to place an order for shares in the offering, you must complete an original stock order and certification form and send it to us, together with full payment. You must sign the certification that is on the reverse side of the stock order and certification form. We must receive your stock order and certification form before the end of the subscription offering or the end of the community offering, as appropriate. Once we receive your order, you cannot cancel or change it without our consent.
	To ensure that we properly identify your subscription rights, you must list all of your deposit accounts as of the eligibility dates on the stock order and certification form. If you fail to do so, your subscription may be reduced or rejected if the offering is oversubscribed. To preserve your purchase priority, you must register the shares only in the name or names of eligible purchasers at the applicable date of eligibility. You may not add the names of others who were not eligible to purchase common stock in the offering on the applicable date of eligibility.
	We may, in our sole discretion, reject orders received in the community offering either in whole or in part. For example, we may reject an order submitted by a person who we believe is making false representations or who we believe is attempting to violate, evade or circumvent the terms and conditions of the plan of reorganization and stock issuance. If your order is rejected in part, you cannot cancel the remainder of your order.
	You may pay for shares in the subscription offering or the community offering in any of the following ways:
	•     By check or money order made payable to Fox Chase Bancorp.
	•     By authorizing a withdrawal from an account at Fox Chase Bank. To use funds in an existing Individual Retirement Account at Fox Chase Bank, you must transfer your account to an unaffiliated institution or broker, and open a self-directed Individual Retirement Account. Individual Retirement Accounts at Fox Chase Bank are not self-directed and common stock may only be purchased using a self-directed Individual Retirement Account. Please contact your broker or financial institution as quickly as possible to see if you may transfer your Individual Retirement Account from Fox Chase Bank because completing the transfer may take several days.

We will pay interest on your subscription funds at the rate we pay on statement savings accounts, which is currently     %, from the date we receive your funds until the reorganization is completed or terminated. All funds authorized for withdrawal from deposit accounts with us will earn interest at the applicable account rate until the offering is completed or terminated. If, as a result of a withdrawal from a certificate of deposit, the balance falls below the minimum balance requirement, the remaining funds will earn interest at our statement savings rate. There will be no early withdrawal penalty for withdrawals from certificates of deposit used to pay for common stock.

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How We Will Use the Proceeds of this Offering (page         ) The following table summarizes how the proceeds of this offering will be used, based on the sale of shares at the minimum and maximum of the offering range.

	4,110,745 Shares at $10.00 Per Share		5,561,596 Shares at $10.00 Per Share
	(In thousands)
Offering proceeds	$	41,107	$	55,616
Less: offering expenses		1,799		1,931
Net offering proceeds		39,308		53,685
Less:
Proceeds contributed to Fox Chase Bank		30,000		30,000
Proceeds used for loan to employee stock ownership plan		3,699		5,004
Proceeds contributed to the charitable foundation		150		150
Proceeds contributed to Fox Chase MHC		100		100
Proceeds remaining for Fox Chase Bancorp	$	5,359	$	18,431

Fox Chase Bancorp may use the portion of the proceeds that it retains to, among other things, invest in securities, pay dividends to stockholders, repurchase shares of its common stock (subject to regulatory restrictions), finance the possible acquisition of financial institutions or other businesses that are related to banking or for general corporate purposes. Fox Chase Bank may use the portion of the proceeds that it receives to fund new loans, open new branches and loan production offices, invest in securities and expand its business activities.

Purchases by Directors and Executive Officers (page         )

Our directors and executive officers, together with their associates, expect to purchase 286,500 shares, which equals 5.15% of the shares offered for sale at the maximum of the offering range. This includes 184,000 shares in the offering, and assuming a $10.00 price per share, another 102,500 shares in the open market after the offering. However, all but one of our directors and all of our executive officers became affiliated with Fox Chase Bank after December 31, 2004. None of these newly hired individuals had deposits with Fox Chase Bank before their date of appointment or hire. None of these newly hired individuals have the ability to subscribe for shares in the first category of the subscription offering. However, such individuals would be able to purchase shares as supplemental eligible account holders in the third category of the subscription offering or in the community offering. Thus, if all of the shares being offered are subscribed for in the first category of the subscription offering, all but one of our directors and executive officers will need to purchase shares in the open market after the completion of the reorganization. The amount of shares that these directors and executive officers purchase in the open market after the completion of the reorganization will be affected by the price and availability of such shares. Assuming shares are available for the new directors and executive officers to purchase shares in the subscription offering, directors and executive officers will pay the same $10.00 per share price as everyone else who purchases shares in the offering. Like all of our depositors, our directors and executive officers have subscription

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rights based on their deposits and, in the event of an oversubscription, their orders will be subject to the allocation provisions set forth in our plan of reorganization and stock issuance. Purchases by our directors and executive officers in the subscription offering will count towards the minimum number of shares we must sell to close the offering.

Market for Fox Chase Bancorp Common Stock (page         ) We intend to have our common stock quoted on the Nasdaq Global Market under the symbol “FXCB.” Sandler O’Neill currently intends to become a market maker in the common stock, but is under no obligation to do so. We cannot assure you that other market makers will be obtained or that an active and liquid trading market for our common stock will develop or, if developed, will be maintained. After shares of the common stock begin trading, you may contact a stock broker to buy or sell shares.

Fox Chase Bancorp’s Dividend Policy (page         )	Following the reorganization, we intend to adopt a policy of paying regular cash dividends, but we have not yet determined the amount that may be paid or when the payments may begin. Our ability to pay dividends will depend on a number of factors, including capital requirements, regulatory limitations and our operating results and financial condition. We anticipate that Fox Chase MHC will waive receipt of any dividends that we may pay.
Possible Conversion of Fox Chase MHC to Stock Form (page         )	In the future, we may undertake a transaction commonly known as a “second-step conversion” in which we would sell to the public the shares held by Fox Chase MHC. In a second-step conversion, members of Fox Chase MHC would have subscription rights to purchase common stock of Fox Chase Bancorp or its successor, and the public stockholders of Fox Chase Bancorp would be entitled to exchange their shares of common stock for an equal percentage of shares of the new holding company. This percentage may be adjusted to reflect any assets owned by Fox Chase MHC. Fox Chase Bancorp’s public stockholders, therefore, would own approximately the same percentage of the resulting entity as they owned before the second-step conversion. Any second-step conversion would require the approval of the stockholders of Fox Chase Bancorp, other than Fox Chase MHC, and the members of Fox Chase MHC. The board of directors has no current plan to undertake a second-step conversion transaction.
Conversion Center	If you have any questions regarding the offering or our reorganization, please call the conversion center at (        )         -            .
	The conversion center is open Monday through Friday, except bank holidays, from 10:00 a.m. to 4:00 p.m., Eastern time.

To ensure that each purchaser in the subscription and community offering receives a prospectus at least 48 hours before the expiration date of the subscription and community offering in accordance with federal law, no prospectus will be mailed any later than five days before the expiration date, sent via overnight delivery any later than three days before the expiration date or hand delivered any later than two days before the expiration date. Order forms will be distributed only when preceded or accompanied by a prospectus.

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Risk Factors

You should consider carefully the following risk factors before purchasing Fox Chase Bancorp common stock.

Risks Related to Our Business

Our relatively high level of non-performing loans and classified assets expose us to increased lending risks. Further, our allowance for loan losses may prove to be insufficient to absorb losses in our loan portfolio.

Historically, we originated very few multi-family and commercial real estate loans, construction loans or commercial loans. However, in 2003, then-current management determined to emphasize multi-family and commercial real estate lending and construction lending, primarily in the southern New Jersey shore area where it had opened branch offices. However, due to a lack of expertise in these types of lending and a relative unfamiliarity with the market area, these loans were not properly underwritten, including receiving inadequate documentation, and, as a result, many of these loans were criticized or classified in accordance with regulatory guidelines. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Risk Management–Analysis of Nonperforming and Classified Assets.” This type of lending and the absence of adequate underwriting, credit and collection policies and internal controls contributed to the issuance by the Office of Thrift Supervision of a Cease and Desist Order in June 2005.

Following the issuance of the Cease and Desist Order in June 2005, as required by the Order, our senior management was replaced as were all but one of our existing directors. The new management team and board launched initiatives to collect loans at the New Jersey shore area, gather sufficient borrower information to properly document existing loans when possible, assign proper risk grades to loans following newly implemented credit risk assessment policies, establish and maintain well documented estimates for the allowance for loan losses, and establish appropriate underwriting, credit administration, and prudent credit risk management policies and procedures. As a result of these actions and continued favorable economic conditions at the New Jersey shore area, classified assets were significantly reduced.

At March 31, 2006, our non-performing loans totaled $4.5 million, representing 1.23% of total loans. In addition, loans that we have classified as either special mention, substandard, doubtful or loss totaled $30.6 million, representing 8.4% of total loans. If these loans do not perform according to their terms and the collateral is insufficient to pay any remaining loan balance, we may experience loan losses, which could have a material effect on our operating results. Like all financial institutions, we maintain an allowance for loan losses to provide for loans in our portfolio that may not be repaid in their entirety. We believe that our allowance for loan losses is maintained at a level representing management’s best estimate of known and interest losses in the portfolio based upon management’s evaluation of the portfolio’s collectibility as of the corresponding balance sheet date. However, our allowance for loan losses may not be sufficient to cover actual loan losses, and future provisions for loan losses could materially adversely affect our operating results.

At March 31, 2006, our allowance for loan losses totaled $8.3 million, which represented 2.29% total loans, 186.82% of nonperforming loans and 27.32% of classified assets. Our regulators, as an integral part of their examination process, periodically review our allowance for loan losses and may require us to increase our allowance for loan losses by recognizing additional provisions for loan losses charged to expense, or to decrease our allowance for loan losses by recognizing loan charge-offs, net of recoveries. Any such additional provisions for loan losses or charge-offs, as required by these regulatory agencies, could have a material adverse effect on our financial condition and results of operations.

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Our recent emphasis on multi-family and commercial real estate and commercial lending may expose us to increased lending risks.

At March 31, 2006, $34.9 million, or 9.6%, of our loan portfolio consisted of multi-family and commercial real estate and commercial loans. We have recently begun to emphasize these types of lending and have hired a highly experienced team of nineteen commercial lending and commercial credit and risk management professionals to accelerate this initiative. These types of loans generally expose a lender to greater risk of non-payment and loss than one- to four-family residential mortgage loans because repayment of the loans often depends on the successful operation of the property and the income stream of the borrowers. Such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to one- to four-family residential mortgage loans. In addition, since such loans generally entail greater credit risk than one- to four-family residential mortgage loans, we may need to increase our allowance for loan losses in the future to account for the likely increase in probable incurred credit losses associated with the growth of such loans. Also, many of our multi-family and commercial real estate and land borrowers have more than one loan outstanding with us. Consequently, an adverse development with respect to one loan or one credit relationship can expose us to a significantly greater risk of loss compared to an adverse development with respect to a one- to four-family residential mortgage loan.

Moreover, we only recently began our initiative to originate commercial business loans. At March 31, 2006, we had one commercial loan totaling $175,000 in our portfolio. Accordingly, our commercial loan portfolio will be unseasoned and our limited experience in originating these types of loans does not provide us with a significant payment history pattern with which to judge future collectibility. These loans will also not have been subjected to unfavorable economic conditions. As a result, it may be difficult to predict the future performance of this part of our loan portfolio. These loans may have delinquency or charge-off levels above our historical experience, which could adversely affect our future performance. Further, commercial loans generally have larger balances and involve a greater risk than one- to four-family residential mortgage loans. Accordingly, if we make any errors in judgment in the collectibility of our commercial loans, any resulting charge-offs may be larger on a per loan basis than those incurred with our residential mortgage loan or consumer loan portfolios.

Our business strategy, which includes asset growth, was only recently initiated and has not yet had the time to be proven successful. Further, if we fail to grow or fail to manage our growth effectively, our financial condition and results of operations could be negatively affected.

In June 2005, as required by the Cease and Desist Order issued by the Office of Thrift Supervision, we adopted a new three-year business strategy. Our strategy involves asset and liability growth, specifically in originating commercial loans and attracting favorably priced deposits, while maintaining asset quality and reducing expenses. Achieving our growth targets requires us to attract customers that currently bank at other financial institutions in our market, thereby increasing our share of the market. Our ability to successfully grow will also depend on a variety of factors, including the market penetration of the new commercial lenders that we hired, continued favorable market conditions, the continued availability of desirable business opportunities and the competitive responses from other financial institutions in our market areas. While we believe we have the management resources and internal systems in place to successfully manage our future growth, there can be no assurance growth opportunities will be available or that we will be successful in implementing our business strategies. Further, it will take time to implement our business strategy, especially for our commercial lenders to originate enough loans and business deposits to generate the revenue needed to offset the associated expenses, including salaries and the occupancy expense related to the new loan production offices. We expect that it may take a significant period of time before we can achieve the intended results of our new business strategy. During the period while the business plans are being implemented, our operating results may be negatively impacted. Further, there can be no assurance that our new strategic plan, even if successfully implemented, will ultimately produce positive results.

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Our decrease in deposits may cause us to rely more heavily on more expensive wholesale funding sources, which would increase our expenses and adversely affect our operating margins and profitability.

Historically, we attempted to be the market leader in rates on longer-term money market accounts and certificates of deposit. However, in 2005, the new management, in connection with the planned decreasing of the balance sheet, offered less-than-market rates as it attempted to allow the longer-term money market accounts and certificates of deposit to run-off, thereby shortening the duration of its liabilities. While deposit rates were raised to be competitive in the market in November 2005, deposits have continued to decrease. Deposits were $655.9 million at March 31, 2006 compared to $805.3 million at December 31, 2004. While we believe that branch expansion and our emphasis on building transaction accounts will increase deposits, there can be no guarantee if and when this will occur. Further, the considerable competition for deposits in our market will also make it more difficult for us to obtain reasonably-priced deposits.

If we are not able to increase deposits, we will have to rely more heavily on wholesale sources to fund our asset growth than we have in the past, which are generally more expensive than retail sources of funding . If we are required to rely more heavily on more expensive funding sources to support future growth, our revenues may not increase proportionately to cover our costs. In this case, our operating margins and profitability would be adversely affected.

Rising interest rates may reduce our earnings and asset value.

Interest rates have recently been at historically low levels. However, since June 30, 2004, the U.S. Federal Reserve has increased its target for the federal funds rate sixteen times, from 1.0% to 5.0%. While these short-term market interest rates (which we use as a guide to price our deposits) have increased, longer-term market interest rates (which we use as a guide to price our longer-term loans) have not. This “flattening” of the market yield curve has had a negative impact on our interest rate spread and net interest margin, and if short-term interest rates continue to rise, and if rates on our deposits continue to reprice upwards faster than the rates on our long-term loans and investments, we would continue to experience compression of our interest rate spread and net interest margin, which would have a negative effect on our profitability.

Changes in interest rates also affect the value of our interest-earning assets, and in particular our securities portfolio. Generally, the value of fixed-rate securities fluctuates inversely with changes in interest rates. Unrealized gains and losses on securities available for sale are reported as a separate component of equity, net of tax. Decreases in the fair value of securities available for sale resulting from increases in interest rates could have an adverse effect on stockholders’ equity. For further discussion of how changes in interest rates could impact us, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Risk Management—Interest Rate Risk Management.”

If we do not achieve profitability on our new branches and loan production offices, the new offices may reduce our earnings.

We opened our Marmora, New Jersey branch office in March 2006. Additionally, we have plans to open an additional branch office on land we own in Absecon, New Jersey by 2008 and three new loan production offices (with deposit authority) in the Philadelphia metropolitan area in 2006. Numerous factors contribute to the performance of a new branch or loan production facility, such as our ability to select a suitable location, competition, our ability to hire and retain qualified personnel, and the effectiveness of our marketing strategy. It takes time for a new branch to generate significant deposits and loan volume to offset expenses, some of which, like salaries and occupancy expense, are relatively fixed costs.

We expect that our Marmora branch will become profitable beginning in the first quarter of 2009. To achieve this, we anticipate that we will need to obtain in excess of $22.0 million in deposits. At June 30, 2006, our Marmora branch office had $1.4 million in deposits. We expect that our three loan production offices in Exton, Media and Plymouth Meeting, Pennsylvania will become profitable beginning in the third quarter of 2008. To

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achieve this, we anticipate that these offices will need to originate in excess of $158.0 million of loans. However, there can be no assurance that any of these new offices will ever become profitable. During the period of time before a branch office or loan production facility can become profitable, operating an office will negatively impact our net income.

We operate in a highly regulated environment and we may be adversely affected by changes in laws and regulations.

We are subject to extensive regulation, supervision and examination by the Office of Thrift Supervision, our primary federal regulator, and by the Federal Deposit Insurance Corporation, as insurer of our deposits. Fox Chase MHC, Fox Chase Bancorp and Fox Chase Bank will all be subject to regulation and supervision by the Office of Thrift Supervision. Such regulation and supervision governs the activities in which an institution and its holding company may engage, and are intended primarily for the protection of the insurance fund and the depositors and borrowers of Fox Chase Bank rather than for holders of Fox Chase Bancorp common stock. Regulatory authorities have extensive discretion in their supervisory and enforcement activities, including the imposition of restrictions on our operations, the classification of our assets and determination of the level of our allowance for loan losses. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations.

A downturn in the local economy or a decline in real estate values could reduce our profits.

Nearly all of our loans are secured by real estate or made to businesses in the Philadelphia metropolitan area or in Atlantic or Cape May Counties, New Jersey. As a result of this concentration, a downturn in the local economies could cause significant increases in nonperforming loans, which would reduce our profits. In recent years there has been a significant increase in real estate values in our market areas. As a result of rising home prices, our loans have been well collateralized. A decline in real estate values could cause some of our mortgage loans to become inadequately collateralized, which would expose us to a greater risk of loss. For a discussion of our market areas, see “Our Business—Market Areas.”

Strong competition within our market areas could reduce our profits and slow growth.

We face intense competition in making loans, attracting deposits and attracting and retaining key employees and relationship managers. In particular, several financial institutions have recently opened new offices or branches and numerous de novo financial institutions have recently been formed in the Philadelphia-Camden-Wilmington metropolitan statistical area. This competition has made it more difficult for us to make new loans and at times has forced us to offer higher deposit rates. It has also made it more difficult and costly to attract and hire employees with the level of expertise we require to implement our strategic plan. Price competition for loans and deposits might result in us earning less on our loans and paying more on our deposits, which would reduce net interest income. Also, additional compensation expense increases noninterest expense, reducing net income. Competition also makes it more difficult to grow loans and deposits. As of June 30, 2005, the most recent date for which information is available, we held 0.30% of the deposits in Philadelphia-Camden-Wilmington metropolitan statistical area. Competition also makes it more difficult to hire and retain experienced employees. Some of the institutions with which we compete have substantially greater resources and lending limits than we have and may offer services that we do not provide. We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Our profitability depends upon our continued ability to compete successfully in our market areas. For more information about our market areas and the competition we face, see “Our Business—Market Areas” and “Our Business—Competition.”

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Risks Related to this Offering

Additional expenses following the offering from new stock-based benefit plans will adversely affect our profitability.

Following the offering, we also will recognize additional annual salaries and employee benefits expenses stemming from the shares purchased or granted to employees and executives under new benefit plans. These additional expenses will adversely affect our profitability. We cannot determine the actual amount of these new stock-related compensation and benefit expenses at this time because applicable accounting practices require that they be based on the fair market value of the shares of common stock at specific points in the future; however, we expect them to be material. We will recognize expenses for our employee stock ownership plan when shares are committed to be released to participants’ accounts and will recognize expenses for restricted stock awards and stock options over the vesting period of awards made to recipients. These benefit expenses in the first year following the offering have been estimated to be approximately $990,000 at the maximum of the offering range as set forth in the pro forma financial information under “Pro Forma Data” assuming the $10.00 per share purchase price as fair market value. Actual expenses, however, may be higher or lower, depending on the price of our common stock. For further discussion of these plans, see “Our Management—Benefit Plans.”

We will need to implement additional finance and accounting systems, procedures and controls to satisfy our new public company reporting requirements, which will increase operating costs.

Upon the completion of this offering, we will become a public reporting company. The federal securities laws and the regulations of the Securities and Exchange Commission require that we file annual, quarterly and current reports and that we maintain effective disclosure controls and procedures and internal controls over financial reporting. We expect that the obligations of being a public company, including substantial public reporting obligations, will require significant expenditures and place additional demands on our management team. We hired third-party consultants to assist us in implementing the necessary procedures to comply with the rules that we will have to comply with as a public reporting company, including under the Sarbanes-Oxley Act. The steps to ensure our compliance with obligations as a public reporting company have increased and will continue to increase our operating expenses and divert our management’s attention from our operations.

Our return on equity will initially be low compared to other financial institutions. A low return could lower the trading price of our common stock.

Net income divided by average equity, known as “return on equity,” is a ratio many investors use to compare the performance of a financial institution to its peers. Our return on equity is expected to be reduced due to the large amount of capital that we expect to raise in the offering and to expenses we will incur in pursuing our growth strategies, the costs of being a public company and added expenses associated with our employee stock ownership plan and planned equity incentive plan. Until we can increase our net interest income and non-interest income, we expect our return on equity to be below the median return on equity of 6.65% for the trailing twelve months for all publicly traded thrifts, which may negatively affect the value of our common stock. At the midpoint of the offering range, pro forma return on equity is estimated to be 1.34% for the twelve months ended March 31, 2006 compared to the peer group median return on equity of 4.31% for the trailing twelve months.

We have broad discretion in allocating the proceeds of the offering. Our failure to utilize effectively the net proceeds we receive would reduce our profitability.

Fox Chase Bancorp intends to contribute up to 76.3% of the net proceeds of the offering to Fox Chase Bank. We may use the remaining net proceeds to pay dividends to stockholders, repurchase common stock, purchase securities, finance the acquisition of other financial institutions or other businesses that are related to banking, or for other general corporate purposes. We expect to use a portion of the net proceeds to fund the purchase by our employee stock ownership plan of shares in the offering. Fox Chase Bank may use the proceeds it receives to fund new loans, purchase loans, purchase securities, establish or acquire new branches, acquire financial institutions or other businesses that are related to banking, or for general corporate purposes. We have not allocated

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specific amounts of proceeds for any of these purposes, and we will have significant flexibility in determining how much of the net proceeds we apply to different uses and the timing of such applications. Our failure to utilize these funds effectively would reduce our profitability.

Issuance of shares for benefit programs may dilute your ownership interest.

We intend to adopt an equity incentive plan following the reorganization, which will require the approval of stockholders. If stockholders approve the new equity incentive plan, we intend to issue shares to our officers and directors through this plan. If the restricted stock awards under the equity incentive plan are funded from authorized but unissued stock, your ownership interest in the shares issued to persons other than Fox Chase MHC could be diluted by up to approximately 4.2%, assuming the midpoint of the offering range and awards of common stock equal to 1.96% of the shares issued in the offering, including shares issued to Fox Chase MHC and contributed to Fox Chase Bank Charitable Foundation, are awarded under the plan. If the shares issued upon the exercise of stock options under the equity incentive plan are issued from authorized but unissued stock, your ownership interest in the shares issued to persons other than Fox Chase MHC could be diluted by up to approximately 9.9%, assuming the midpoint of the offering range and stock option grants equal to 4.90% of the shares issued in the reorganization, including shares issued to Fox Chase MHC and contributed to Fox Chase Bank Charitable Foundation, are granted under the plan. See “Pro Forma Data” and “Our Management—Benefit Plans.”

Fox Chase MHC’s majority control of our common stock will enable it to exercise voting control over most matters put to a vote of stockholders and will prevent stockholders from forcing a sale or a second-step conversion transaction you may find advantageous.

Fox Chase MHC will own a majority of Fox Chase Bancorp’s common stock after the offering and, through its board of directors, will be able to exercise voting control over most matters put to a vote of stockholders. The same directors and officers who will manage Fox Chase Bancorp and Fox Chase Bank will also manage Fox Chase MHC. As a federally chartered mutual holding company, the board of directors of Fox Chase MHC must ensure that the interests of depositors of Fox Chase Bank are represented and considered in matters put to a vote of stockholders of Fox Chase Bancorp. Therefore, the votes cast by Fox Chase MHC may not be in your personal best interests as a stockholder. For example, Fox Chase MHC may exercise its voting control to defeat a stockholder nominee for election to the board of directors of Fox Chase Bancorp. Moreover, Fox Chase MHC’s ability to elect the board of directors of Fox Chase Bancorp restricts the ability of the minority stockholders of Fox Chase Bancorp to effect a change of control of management. Our executive officers together with their associates, expect to purchase 142,500 shares, which equals 2.56% of the shares offered for sale at the maximum of the offering range. This includes 85,000 shares in the offering, and assuming a $10.00 price per share, another 57,500 shares in the open market after the offering. In addition, stockholders will not be able to force a merger or second-step conversion transaction without the consent of Fox Chase MHC as such transactions also require the approval of at least two-thirds of all outstanding voting stock, which can only be achieved if Fox Chase MHC voted to approve such transactions. Some stockholders may desire a sale or merger transaction, since stockholders typically receive a premium for their shares, or a second-step conversion transaction, since fully converted institutions tend to trade at higher multiples than mutual holding companies. Stockholders could, however, prevent a second step conversion or the implementation of equity incentive plans as current Office of Thrift Supervision regulations and policies require the approval of such matters by the stockholders other than Fox Chase MHC.

Office of Thrift Supervision policy on remutualization transactions could prohibit acquisition of Fox Chase Bancorp, which may adversely affect our stock price.

Current Office of Thrift Supervision regulations permit a mutual holding company to be acquired by a mutual institution in a remutualization transaction. The possibility of a remutualization transaction has recently resulted in a degree of takeover speculation for mutual holding companies that is reflected in the per share price of mutual holding companies’ common stock. However, the Office of Thrift Supervision has issued a policy statement indicating that it views remutualization transactions as raising significant issues concerning disparate treatment of minority stockholders and mutual members of the target entity and raising issues concerning the effect on the mutual members of the acquiring entity. Under certain circumstances, the Office of Thrift Supervision intends to give these

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issues special scrutiny and reject applications providing for the remutualization of a mutual holding company unless the applicant can clearly demonstrate that the Office of Thrift Supervision’s concerns are not warranted in the particular case. Should the Office of Thrift Supervision prohibit or otherwise restrict these transactions in the future, our per share stock price may be adversely affected. For further information, see “Restrictions on Acquisition of Fox Chase Bancorp and Fox Chase Bank—Regulatory Restrictions.”

Office of Thrift Supervision regulations and anti-takeover provisions in our governance documents contain provisions that could make acquisitions of us more difficult to achieve, which may adversely affect our stock price.

Office of Thrift Supervision regulations provide that for a period of three years following the date of the completion of the reorganization, no person, acting alone, together with associates or in a group of persons acting in concert, may directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10.0% of our common stock without the prior written approval of the Office of Thrift Supervision. In addition, the corporate governance documents of Fox Chase MHC, Fox Chase Bancorp and Fox Chase Bank contain certain anti-takeover provisions, including:

• Beneficial Ownership Limitation. Fox Chase Bancorp’s charter provides that, for a period of five years from the date of the reorganization, no person, other than Fox Chase MHC may acquire directly or indirectly the beneficial ownership of more than 10.0% of any class of any equity security of Fox Chase Bancorp. If a person acquires shares in violation of this charter provision, all shares beneficially owned by such person in excess of 10.0% will be considered “excess shares” and will not be counted as shares entitled to vote or counted as voting shares in connection with any matters submitted to the stockholders for a vote. These factors make it more difficult and less attractive for stockholders to acquire a significant amount of our common stock, which may adversely affect our stock price.

• Classified Board of Directors. The board of directors of each of Fox Chase MHC, Fox Chase Bancorp and Fox Chase Bank will be divided into three classes. The stockholders or the members will elect one class of directors each year for a term of three years. The classified board makes it more difficult and time consuming for a stockholder or member group to gain control of the Board of Directors without the consent of the incumbent board of directors.

• Preferred Stock. Fox Chase Bancorp’s charter will authorize the board to establish one or more series of preferred stock and, for any series of preferred stock, to determine the terms and rights of the series, including voting rights, conversion rates, and liquidation preferences. The Board could issue a series of preferred stock that could, depending on its terms, impede a merger, tender offer or other takeover attempt.

• Advance Notice Provisions. Fox Chase Bancorp’s bylaws will establish an advance notice procedure for stockholders to nominate directors or bring other business before an annual meeting of stockholders. Advance notice of nominations or proposed business by stockholders gives the board time to consider the qualifications of the proposed nominees, the merits of the proposals and, to the extent deemed necessary or desirable by the board, to inform stockholders and make recommendations about those matters.

• Employee Stock Ownership Plan. In connection with the reorganization, we intend to implement an employee stock ownership plan that will provide retirement benefits to all eligible employee of Fox Chase Bank. This will result in our employees, including management, owning an additional 3.92% of our outstanding shares. If these individuals were to vote together, they could have additional influence over the outcome of any stockholder vote and may discourage takeover attempts that you might like to see happen.

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• Change in Control Features. Fox Chase Bancorp and Fox Chase Bank intend to enter into employment agreements and change in control agreements with various senior officers. These agreements will provide for severance benefits if the executives are terminated following a change in control of Fox Chase Bancorp or Fox Chase Bank. A change in control is defined to include a change in the composition of the board of directors not approved by us. These provisions have the effect of increasing the costs of acquiring us or gaining control of our board of directors.

Our stock price may decline when trading commences.

If you purchase shares in the offering, you may not be able to sell them at or above the $10.00 purchase price. The shares of several recent minority offerings by mutual holding companies have traded below the initial offering price after completion of the offering. After the shares of our common stock begin trading, the trading price of the common stock will be determined by the marketplace, and will be influenced by many factors outside of our control, including prevailing interest rates, investor perceptions and general industry, geopolitical and economic conditions. Publicly traded stocks, including stocks of financial institutions, often experience substantial market price volatility. These market fluctuations might not be related to the operating performance of particular companies whose shares are traded.

There may be a limited market for our common stock, which may adversely affect our stock price.

Although we intend to have our stock quoted on the Nasdaq Global Market, there is no guarantee that the shares will be actively traded. If an active trading market for our common stock does not develop, you may not be able to sell all of your shares of common stock on short notice and the sale of a large number of shares at one time could depress the market price. There also may be a wide spread between the bid and asked price for our common stock. When there is a wide spread between the bid and asked price, the price at which you may be able to sell our common stock may be significantly lower than the price at which you could buy it at that time.

Risks Related to the Formation of the Charitable Foundation

The contribution to Fox Chase Bank Charitable Foundation will decrease the ownership interest and voting interest in the shares issued to persons other than Fox Chase MHC by 2.8% after the contribution.

Purchasers of shares other than Fox Chase MHC will have their ownership and voting interests diluted by 2.8% at the close of the reorganization, assuming the midpoint of the offering range, when Fox Chase Bancorp issues and contributes 135,000 shares to Fox Chase Bank Charitable Foundation. For a further discussion regarding the effect of the contribution to the charitable foundation, see “Pro Forma Data” and “Comparison of Independent Valuation and Pro Forma Financial Information With and Without the Foundation.”

Our contribution to Fox Chase Bank Charitable Foundation may not be tax deductible, which could reduce our profits.

We believe that our contribution to Fox Chase Bank Charitable Foundation, valued at $1.5 million, pre-tax, will be deductible for federal income tax purposes. However, we do not have any assurance that the Internal Revenue Service will grant tax-exempt status to the foundation. If the contribution is not deductible, we would not receive any tax benefit from the contribution. In addition, even if the contribution is tax deductible, we may not have sufficient profits to be able to use the deduction fully. In the event it is more likely than not that we will be unable to use the entire deduction, we will be required to establish a valuation allowance related to any deferred tax asset that has been recorded for this contribution.

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Establishment of Fox Chase Bank Charitable Foundation will reduce our profits for fiscal year 2006.

Fox Chase Bancorp intends to contribute $150,000 in cash and 135,000 shares of Fox Chase Bancorp’s common stock to Fox Chase Bank Charitable Foundation. This contribution will be an additional operating expense and will reduce net income during the fiscal year in which the foundation is established, which is expected to be the year ending December 31, 2006. Based on the pro forma assumptions, at the midpoint of the offering range, the contribution to Fox Chase Bank Charitable Foundation would reduce net earnings by $990,000 after tax, in fiscal year 2006. See “Pro Forma Data.”

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A Warning About Forward-Looking Statements

This prospectus contains forward-looking statements, which can be identified by the use of words such as “believes,” “expects,” “anticipates,” “estimates” or similar expressions. Forward-looking statements include:

• statements of our goals, intentions and expectations;

• statements regarding our business plans, prospects, growth and operating strategies;

• statements regarding the quality of our loan and investment portfolios; and

• estimates of our risks and future costs and benefits.

These forward-looking statements are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements due to, among others, the following factors:

• general economic conditions, either nationally or in our market areas, that are worse than expected;

• changes in the interest rate environment that reduce our interest margins or reduce the fair value of financial instruments;

• increased competitive pressures among financial services companies;

• changes in consumer spending, borrowing and savings habits;

• legislative or regulatory changes that adversely affect our business;

• adverse changes in the securities markets;

• inability of key third-party providers to perform their obligations to Fox Chase Bank;

• changes in accounting policies and practices, as may be adopted by the bank or securities regulatory agencies or the Financial Accounting Standards Board; and

• our ability to successfully implement our expansion strategy.

Any of the forward-looking statements that we make in this prospectus and in other public statements we make may turn out to be wrong because of inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Consequently, no forward-looking statement can be guaranteed.

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Selected Financial and Other Data

The summary financial information presented below is derived in part from our consolidated financial statements. The following is only a summary and you should read it in conjunction with the consolidated financial statements and notes beginning on page F-1. The information at December 31, 2005 and 2004 and for the years ended December 31, 2005, 2004 and 2003 is derived in part from the audited consolidated financial statements of Fox Chase Bank that appear elsewhere in this prospectus. The information at December 31, 2003, 2002 and 2001 and for the years ended December 31, 2002 and 2001 is derived in part from audited consolidated financial statements of Fox Chase Bank that do not appear in this prospectus.

The selected data at March 31, 2006 and for the three months ended March 31, 2006 and 2005 was not audited, but in the opinion of management, reflects all adjustments necessary for a fair presentation. All of these adjustments are normal and recurring. The results of operations for the three months ended March 31, 2006 are not necessarily indicative of the results of operations that may be expected for the entire year.

	At March 31, 2006		At December 31,
			2005		2004		2003		2002		2001
	(In thousands)
Financial Condition Data:
Total assets	$	754,050	$	781,291	$	899,805	$	821,118	$	788,917	$	649,989
Cash and cash equivalents		27,254		46,086		43,722		32,022		46,129		40,775
Interest-earning time deposits		600		600		3,174		4,392		2,800		3,444
Securities available-for-sale		329,060		329,504		330,199		335,388		310,118		194,216
Securities held-to-maturity		—		—		—		—		—		2,008
Loans receivable net		355,729		366,393		482,606		414,438		410,139		388,507
Loans held for sale		2,704		357		—		—		—		—
Deposits		655,892		682,307		805,250		723,838		695,010		561,179
Federal Home Loan Bank advances		30,000		30,000		30,000		30,000		30,000		30,000
Total equity		63,271		63,521		59,190		62,331		58,760		53,388

	For the Three Months Ended March 31,				For the Year Ended December 31,
	2006		2005		2005			2004			2003		2002		2001
	(In thousands)
Operating Data:
Interest income	$	8,883	$	10,189	$	37,601		$	37,566		$	35,533	$	39,607	$	39,014
Interest expense		4,851		5,218		20,697			19,693			20,662		23,031		25,905
Net interest income		4,032		4,971		16,904			17,873			14,871		16,576		13,109
Provision (credit) for loan losses		—		—		(6,025	)		12,282			30		1,107		456
Net interest income after provision (credit) for loan losses		4,032		4,971		22,929			5,591			14,841		15,469		12,653
Noninterest income		428		444		1,214			2,279			3,405		1,149		(335	)
Noninterest expense		4,186		3,788		15,208			11,353			10,958		10,013		9,300
Income (loss) before income taxes		274		1,627		8,935			(3,483	)		7,288		6,605		3,018
Income tax provision (benefit)		6		460		2,975			(1,595	)		2,497		2,405		1,043
Net income (loss)	$	268	$	1,167	$	5,960		$	(1,888	)	$	4,791	$	4,200	$	1,975

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	At or For the Three Months Ended March 31,				At or for the Fiscal Year Ended December 31,
	2006		2005		2005		2004		2003		2002		2001
Performance Ratios (1):
Return on average assets	0.14	%	0.53	%	0.71	%	(0.21	)%	0.59	%	0.59	%	0.33	%
Return on average equity	1.68		8.28		9.50		(2.82	)	7.64		7.45		3.71
Interest rate spread (2)	1.86		2.09		1.78		1.92		1.61		2.19		1.95
Net interest margin (3)	2.21		2.32		2.05		2.11		1.87		2.40		2.25
Noninterest expense to average assets	2.23		1.73		1.80		1.29		1.34		1.40		1.53
Efficiency ratio (4)	93.86		69.95		83.94		56.34		59.96		56.49		72.80
Average interest-earning assets to average interest-bearing liabilities	110.18		106.30		109.08		107.69		109.68		106.30		106.63
Average equity to average assets	8.39		6.36		7.44		7.59		7.67		7.91		8.78
Capital Ratios:
Tangible capital	8.72		6.88		8.40		6.66		7.54		7.24		8.14
Core capital	18.79		13.64		17.76		12.92		15.76		14.59		12.63
Total risk-based capital	20.06		14.92		19.02		14.17		16.29		15.13		12.86
Asset Quality Ratios:
Nonperforming loans as a percent of total loans	1.23		0.08		1.39		0.29		0.32		0.32		0.13
Allowance for loan losses as a percent of total loans	2.29		2.90		2.22		2.89		0.50		0.50		0.25
Allowance for loan losses as a percent of nonperforming loans	186.82		3,451.08		163.90		997.99		159.29		158.45		197.37
Net charge-offs (recoveries) to average outstanding loans during the period	—		—		—		—		—		—		—
Other Data:
Number of:
Deposit accounts	59,643		65,876		61,349		66,800		65,796		66,554		61,981
Offices	9		8		8		8		7		7		7

(1) Performance ratios for the three months ended March 31, 2006 and 2005 are annualized.

(2) Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost on average interest-bearing liabilities.

(3) Represents net interest income as a percent of average interest-earning assets.

(4) Represents noninterest expense divided by the sum of net interest income and noninterest income.

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Use of Proceeds

The following table shows how we expect to use the net proceeds of the offering. The actual net proceeds will depend on the number of shares of common stock sold in the offering and the expenses incurred in connection with the offering. Payments for shares made through withdrawals from deposit accounts at Fox Chase Bank will reduce Fox Chase Bank’s deposits and will not result in the receipt of new funds for investment. See “Pro Forma Data” for the assumptions used to arrive at these amounts.

	Minimum of Offering Range				Midpoint of Offering Range				Maximum of Offering Range				15% of Maximum of Offering Range
	4,110,745 Shares at $ 10.00 Per Share		Percent of Net Proceeds		4,836,170 Shares at $10.00 Per Share		Percent of Net Proceeds		5,561,596 Shares at $10.00 Per Share		Percent of Net Proceeds		6,395,835 Shares at $10.00 Per Share		Percent of Net Proceeds
	(Dollars in thousands)
Offering proceeds	$	41,107			$	48,362			$	55,616			$	63,958
Less: offering expenses		1,799				1,865				1,931				2,007
Net offering proceeds		39,308	100.0	%		46,497	100.0	%		53,685	100.0	%		61,951	100.0	%
Less:
Proceeds contributed to Fox Chase Bank		30,000	76.3			30,000	64.5			30,000	55.9			30,976	50.0
Proceeds used for loan to employee stock ownership plan		3,699	9.4			4,351	9.4			5,004	9.3			5,754	9.3
Proceeds contributed to charitable foundation		150	0.4			150	0.3			150	0.3			150	0.2
Proceeds contributed to Fox Chase MHC		100	0.3			100	0.2			100	0.2			100	0.2
Proceeds remaining for Fox Chase Bancorp	$	5,359	13.6	%	$	11,896	25.6	%	$	18,431	34.3	%	$	24,971	40.3	%

Fox Chase Bancorp intends to invest the proceeds it retains from the offering initially in short-term, liquid investments, including a deposit account at Fox Chase Bank. Over time, Fox Chase Bancorp may use the proceeds it retains from the offering:

• to invest in securities;

• to pay dividends to stockholders;

• to repurchase shares of its common stock, subject to regulatory restrictions;

• to support the future expansion of operations through the possible acquisition of financial institutions or other businesses that are related to banking or diversification into other banking-related businesses; and

• for general corporate purposes, including stockholder costs.

Under current Office of Thrift Supervision regulations, Fox Chase Bancorp may not repurchase shares of its common stock during the first year following the reorganization, except to fund stock-based benefit plans or, with prior regulatory approval, when extraordinary circumstances exist.

Fox Chase Bank intends to invest the proceeds it receives from the offering initially in short-term, liquid investments. Over time, Fox Chase Bank may use the proceeds that it receives from the offering, which are shown in the table above as the amount contributed to Fox Chase Bank:

• to fund new loans;

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• to invest in securities, primarily obligations of U.S. government agencies and mortgage-backed securities;

• to finance the possible expansion of its business activities, including developing new branch locations and loan production offices; and

• for general corporate purposes.

Fox Chase Bank may need regulatory approvals to engage in some of the activities listed above. It currently has no specific plans or agreements regarding any expansion activities or acquisitions.

Except as described above, neither Fox Chase Bancorp nor Fox Chase Bank has any specific plans for the investment of the proceeds of this offering and has not allocated a specific portion of the proceeds to any particular use. For a discussion of our business reasons for undertaking the reorganization, see “The Reorganization and Stock Offering—Reasons for the Reorganization.”

Our Dividend Policy

Following the reorganization, our board of directors intends to adopt a policy of paying regular cash dividends, but has not decided the amount that may be paid or when the payments may begin. In addition, the board of directors may declare and pay periodic special cash dividends in addition to, or in lieu of, regular cash dividends. In determining whether to declare or pay any dividends, whether regular or special, the board of directors will take into account Fox Chase Bancorp’s financial condition and results of operations, tax considerations, capital requirements, industry standards and economic conditions. The regulatory restrictions that affect the payment of dividends by Fox Chase Bank to Fox Chase Bancorp discussed below will also be considered. Fox Chase Bancorp cannot guarantee that it will pay dividends or that, if paid, Fox Chase Bancorp will not reduce or eliminate dividends in the future.

If Fox Chase Bancorp pays dividends to its stockholders, it also will be required to pay dividends to Fox Chase MHC, unless Fox Chase MHC elects to waive the receipt of dividends. We anticipate that Fox Chase MHC will waive any dividends that Fox Chase Bancorp may pay. Any decision to waive dividends will be subject to regulatory approval.

Fox Chase Bancorp will not be subject to Office of Thrift Supervision regulatory restrictions on the payment of dividends. However, Fox Chase Bancorp’s ability to pay dividends may depend, in part, upon its receipt of dividends from Fox Chase Bank because Fox Chase Bancorp initially will have no source of income other than earnings from the investment of the net proceeds from the offering that it retains. Office of Thrift Supervision regulations limit dividends and other distributions from Fox Chase Bank to Fox Chase Bancorp. In addition, Fox Chase Bank may not make a distribution that would constitute a return of capital during the three-year term of the business plan submitted in connection with the reorganization. No insured depository institution may make a capital distribution if, after making the distribution, the institution would be undercapitalized. See “Regulation and Supervision—Regulation of Federal Savings Associations—Limitation on Capital Distributions.”

Any payment of dividends by Fox Chase Bank to Fox Chase Bancorp that would be deemed to be drawn out of Fox Chase Bank’s bad debt reserves would require Fox Chase Bank to pay federal income taxes at the then-current income tax rate on the amount deemed distributed. See “Federal and State Taxation—Federal Income Taxation” and note 9 of the notes to financial statements included in this prospectus. Fox Chase Bancorp does not contemplate any distribution by Fox Chase Bank that would result in this type of tax liability.

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Market for the Common Stock

We have not previously issued common stock and there is currently no established market for the common stock. Upon completion of the reorganization, we expect to meet the listing standards of and expect that our shares of common stock will be quoted on, the Nasdaq Global Market under the symbol “FXCB.” Sandler O’Neill intends to become a market maker in our common stock following the reorganization, but is under no obligation to do so. We cannot assure you that other market makers will be obtained or that an active and liquid trading market for the common stock will develop or, if developed, will be maintained.

The development of a public market having the desirable characteristics of depth, liquidity and orderliness depends on the existence of willing buyers and sellers, the presence of which is not within our control or that of any market maker. The number of active buyers and sellers of our common stock at any particular time may be limited, which may have an adverse effect on the price at which our common stock can be sold. There can be no assurance that persons purchasing the common stock will be able to sell their shares at or above the $10.00 price per share in the offering. Purchasers of our common stock should have a longer term investment intent and should recognize that there may be a limited trading market in the common stock.

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Capitalization

The following table presents the historical capitalization of Fox Chase Bank at March 31, 2006 and the capitalization of Fox Chase Bancorp reflecting the offering (referred to as “pro forma” information). The pro forma capitalization gives effect to the assumptions listed under “Pro Forma Data,” based on the sale of the number of shares of common stock indicated in the table. This table does not reflect the issuance of additional shares under the proposed equity incentive plan. A change in the number of shares to be issued in the offering may materially affect pro forma capitalization. Fox Chase Bancorp is offering its common stock on a best efforts basis. Fox Chase Bancorp must sell a minimum of 4,110,745 shares to complete the offering.

	Fox Chase Bank Capitalization as of March 31, 2006			Fox Chase Bancorp Pro Forma Capitalization Based Upon the Sale of
				4,110,745 Shares at $10.00 Per Share			4,836,170 Shares at $10.00 Per Share			5,561,596 Shares at $10.00 Per Share			6,395,835 Shares at $10.00 Per Share
	(Dollars in thousands)
Deposits (1)	$	655,892		$	655,892		$	655,892		$	655,892		$	655,892
Borrowings		30,000			30,000			30,000			30,000			30,000
Total deposits and borrowed funds	$	685,892		$	685,892		$	685,892		$	685,892		$	685,892
Stockholders’ equity:
Preferred stock:
1,000,000 shares, $.01 par value per share, authorized; none issued or outstanding	$	—		$	—		$	—		$	—		$	—
Common stock:
36,000,000 shares, $.01 par value per share, authorized; specified number of shares assumed to be issued and outstanding (2)		—			94			111			128			147
Additional paid-in capital		—			39,214			46,386			53,557			61,804
Retained earnings (3)		66,179			66,179			66,179			66,179			66,179
Accumulated other comprehensive income		(2,908	)		(2,908	)		(2,908	)		(2,908	)		(2,908	)
Shares issued to the foundation		—			1,350			1,350			1,350			1,350
Less:
Capitalization of Fox Chase MHC		—			100			100			100			100
Foundation contribution expense (4)		—			990			990			990			990
Common stock acquired by employee stock ownership plan (5)		—			3,699			4,351			5,004			5,754
Common stock to be acquired by equity incentive plan (6)		—			1,849			2,176			2,502			2,877
Total stockholders’ equity	$	63,271		$	97,291		$	103,501		$	109,710		$	116,851
Total pro forma stockholders’ equity as a percentage of pro forma total assets (1)		8.39	%		12.35	%		13.03	%		13.71	%		14.47	%

(1) Does not reflect withdrawals from deposit accounts for the purchase of common stock in the offering. Withdrawals to purchase common stock will reduce pro forma deposits by the amounts of the withdrawals.

(2) Reflects total issued and outstanding shares of 9,435,000, 11,100,000, 12,765,000 and 14,679,750 at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively. Issued and outstanding shares include shares sold in the offering, issued to Fox Chase MHC and contributed to Fox Chase Bank Charitable Foundation.

(3) Retained earnings are restricted by applicable regulatory capital requirements.

(4) Represents the expense, net of tax, of the contribution of common stock and cash to Fox Chase Bank Charitable Foundation based on an estimated tax rate of 34.0%. The actual rate experienced by Fox Chase Bancorp may vary. The realization of the tax benefit is limited annually to 10.0% of our annual taxable income. However, for federal and state tax purposes, we can carry forward any unused portion of the deduction for five years following the year in which the contribution is made.

(5) Assumes that 3.92% of the common stock issued in the reorganization, including shares issued to Fox Chase MHC and contributed to Fox Chase Bank Charitable Foundation, will be acquired by the employee stock ownership plan in the offering with funds borrowed from Fox Chase Bancorp. Under U.S. generally accepted accounting principles, the amount of common stock to be purchased by the employee stock ownership plan represents unearned compensation and is, accordingly, reflected as a reduction of equity. As shares are released to plan participants’ accounts, a corresponding

35

reduction in the charge against equity will occur. Since the funds are borrowed from Fox Chase Bancorp, the borrowing will be eliminated in consolidation and no liability or interest expense will be reflected in the financial statements of Fox Chase Bancorp. See “Pro Forma Data” and “Our Management—Benefit Plans—Employee Stock Ownership Plan.”

(6) Assumes the purchase in the open market at $10.00 per share, under the proposed equity incentive plan, of a number of shares equal to 1.96% of the shares of common stock issued in the reorganization, including shares issued to Fox Chase MHC and contributed to Fox Chase Bank Charitable Foundation. The shares are reflected as a reduction of stockholders’ equity. The equity incentive plan will be submitted to stockholders for approval at a meeting following the reorganization. See “Risk Factors—Risks Related to this Offering—Issuance of shares for benefit programs may dilute your ownership interest,” “Pro Forma Data” and “Our Management—Benefit Plans—Future Equity Incentive Plan.”

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Regulatory Capital Compliance

At March 31, 2006, Fox Chase Bank exceeded all regulatory capital requirements to be considered a “well capitalized” institution. The following table presents Fox Chase Bank’s capital position relative to its regulatory capital requirements at March 31, 2006, on a historical and pro forma basis. The table reflects receipt by Fox Chase Bank of $30.0 million of the net proceeds of the offering ($31.0 million at 15% above the maximum of the offering range). For purposes of the table, the amount expected to be borrowed by the employee stock ownership plan and the cost of the shares expected to be awarded under the equity incentive plan as restricted stock (3.92% and 1.96% of the shares of common stock issued, including shares issued to Fox Chase MHC and contributed to Fox Chase Bank Charitable Foundation, respectively) are deducted from pro forma regulatory capital. For a discussion of the assumptions underlying the pro forma capital calculations presented below, see “Use of Proceeds,” “Capitalization” and “Pro Forma Data.” The definitions of the terms used in the table are those provided in the capital regulations issued by the Office of Thrift Supervision. For a discussion of the capital standards applicable to Fox Chase Bank, see “Regulation and Supervision—Regulation of Federal Savings Associations—Capital Requirements.”

					Pro Forma at March 31, 2006
					Minimum of Offering Range				Midpoint of Offering Range				Maximum of Offering Range				15% Above Maximum of Offering Range
	Historical at March 31, 2006				4,110,745 Shares at $10.00 Per Share				4,836,170 Shares at $10.00 Per Share				5,561,596 Shares at $10.00 Per Share				6,395,835 Shares at $10.00 Per Share
	Amount		Percent of Assets (1)		Amount		Percent of Assets		Amount		Percent of Assets		Amount		Percent of Assets		Amount		Percent of Assets
	(Dollars in thousands)
U.S. generally accepted accounting principles equity	$	63,271	8.39	%	$	87,723	11.27	%	$	86,744	11.16	%	$	85,765	11.04	%	$	85,616	11.03	%
Tangible Capital:
Capital level (2)	$	66,179	8.72	%	$	90,631	11.57	%	$	89,652	11.46	%	$	88,673	11.35	%	$	88,524	11.33	%
Requirement		11,384	1.50			11,751	1.50			11,736	1.50			11,721	1.50			11,719	1.50
Excess	$	54,795	7.22	%	$	78,880	10.07	%	$	77,916	9.96	%	$	76,952	9.85	%	$	76,805	9.83	%
Core Capital:
Capital level (2)	$	66,179	8.72	%	$	90,631	11.57	%	$	89,652	11.46	%	$	88,673	11.35	%	$	88,524	11.33	%
Requirement		30,357	4.00			31,335	4.00			31,296	4.00			31,257	4.00			31,251	4.00
Excess	$	35,822	4.72	%	$	59,296	7.57	%	$	58,356	7.46	%	$	57,416	7.35	%	$	57,273	7.33	%
Total Risk-Based Capital:
Capital level (3)	$	70,631	20.06	%	$	95,083	26.63	%	$	94,104	26.37	%	$	93,125	26.11	%	$	92,976	26.07	%
Requirement		28,172	8.00			28,564	8.00			28,548	8.00			28,532	8.00			28,530	8.00
Excess	$	42,459	12.06	%	$	66,519	18.63	%	$	65,556	18.37	%	$	64,593	18.11	%	$	64,446	18.07	%

(1) Tangible capital shown as a percentage of adjusted total assets of $754.1 million. Risk-based and core capital levels are shown as a percentage of risk-weighted assets of $352.2 million.

(2) A portion of the unrealized losses on available-for-sale securities, net of tax, accounts for the difference between capital calculated under U.S. generally accepted accounting principles and each of tangible capital and core capital. See note 11 to the notes to financial statements for additional information.

(3) Pro forma amounts and percentages assume net proceeds are invested in assets that carry a 20.0% risk-weighting.

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Pro Forma Data

The following tables show information about our net income and stockholders’ equity reflecting the reorganization. The information provided illustrates our pro forma net income and stockholders’ equity based on the sale of common stock at the minimum of the offering range, the midpoint of the offering range, the maximum of the offering range and 15% above the maximum of the offering range. The actual net proceeds from the sale of the common stock cannot be determined until the reorganization is completed. Net proceeds indicated in the following tables are based upon the following assumptions:

• All shares of stock will be sold in the first tier of the subscription offering and therefore, only one of our directors and executive officers will be able to purchase shares in the subscription offering;

• Our employee stock ownership plan will purchase a number of shares equal to 3.92% of the shares issued in the reorganization, including shares issued to Fox Chase MHC and contributed to Fox Chase Bank Charitable Foundation, with a loan from Fox Chase Bancorp that will be repaid in equal installments over a period of 15 years;

• Sandler O’Neill will receive a fee equal to 1.0% of the aggregate purchase price of the shares sold in the offering, except that no fee will be paid with respect to shares contributed to the charitable foundation or purchased by the employee stock ownership plan or by our officers, directors and employees and members of their immediate families;

• Total expenses of the offering, excluding fees paid to Sandler O’Neill, will be $1.4 million; and

• We will make a charitable contribution of 135,000 shares of Fox Chase Bancorp common stock to Fox Chase Charitable Foundation plus $150,000 in cash.

Actual expenses may vary from this estimate, and the fees paid will depend upon whether a syndicate of broker-dealers or other means is necessary to sell the shares (which would increase offering expenses), and other factors.

Pro forma net income for the three months ended March 31, 2006 and the year ended December 31, 2005 have been calculated as if the reorganization was completed at the beginning of each period, and the net proceeds had been invested at 4.82% for the three months ended March 31, 2006 and 4.82% for the year ended December 31, 2005, which represents the one-year treasury rate on each date. We believe that the one-year treasury rate represents a more realistic yield on the investment of the offering proceeds than the arithmetic average of the weighted average yield earned on our interest-earning assets and the weighted average rate paid on our deposits, which is the reinvestment rate required by Office of Thrift Supervision regulations.

A pro forma after-tax return of 3.18% is used for the three months ended March 31, 2006 and 3.18% for the year ended December 31, 2005, after giving effect to a combined federal and state income tax rate of 34.0% for each period. The actual rate experienced by Fox Chase Bancorp may vary. Historical and pro forma per share amounts have been calculated by dividing historical and pro forma amounts by the number of shares of common stock indicated in the tables.

When reviewing the following tables, you should consider the following:

• The final column gives effect to a 15% increase in the offering range, which may occur without any further notice if FinPro increases its appraisal to reflect the results of this offering, changes in our financial condition or results of operations or changes in market or economic conditions after the offering begins or due to regulatory considerations. See “The Reorganization and Stock Offering—How We Determined the Offering Range and the $10.00 Purchase Price.”

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• Since funds on deposit at Fox Chase Bank may be withdrawn to purchase shares of common stock, the amount of funds available for investment will be reduced by the amount of withdrawals for stock purchases. The pro forma tables do not reflect withdrawals from deposit accounts.

• Historical per share amounts have been computed as if the shares of common stock expected to be issued in the reorganization had been outstanding at the beginning of the period covered by the table. However, neither historical nor pro forma stockholders’ equity has been adjusted to reflect the investment of the estimated net proceeds from the sale of the shares in the reorganization, the additional employee stock ownership plan expense or the proposed equity incentive plan.

• Pro forma stockholders’ equity (“book value”) represents the difference between the stated amounts of our assets and liabilities. Book value amounts do not represent fair market values or amounts available for distribution to stockholders in the unlikely event of liquidation. The amounts shown do not reflect the federal income tax consequences of the restoration to income of Fox Chase Bank’s special bad debt reserves for income tax purposes, which would be required in the unlikely event of liquidation. See “Federal and State Taxation.”

• The amounts shown as pro forma stockholders’ equity per share do not represent possible future price appreciation of Fox Chase Bancorp’s common stock.

The following pro forma data may not represent the actual financial effects of the reorganization or our operating results after the reorganization. The pro forma data rely exclusively on the assumptions outlined above and in the notes to the pro forma tables. The pro forma data do not represent the fair market value of our common stock, the current fair market value of our assets or liabilities or the amount of money that would be available for distribution to stockholders if we are liquidated after the reorganization.

We are offering our common stock on a best efforts basis. Fox Chase Bancorp must sell a minimum of 4,110,745 shares to complete the offering.

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	Three Months Ended March 31, 2006
	Minimum of Offering Range			Midpoint of Offering Range			Maximum of Offering Range			15% Above Maximum of Offering Range
	4,110,745 Shares at $10.00 Per Share			4,836,170 Shares at $10.00 Per Share			5,561,596 Shares at $10.00 Per Share			6,395,835 Shares at $10.00 Per Share
	(Dollars in thousands, except per share amounts)
Gross proceeds	$	41,107		$	48,362		$	55,616		$	63,958
Less: estimated offering expenses		(1,799	)		(1,865	)		(1,931	)		(2,007	)
Estimated net proceeds		39,308			46,497			53,685			61,951
Less: cash contribution to charitable foundation		(150	)		(150	)		(150	)		(150	)
Less: cash to Fox Chase MHC		(100	)		(100	)		(100	)		(100	)
Less: common stock acquired by employee stock ownership plan (1)		(3,699	)		(4,351	)		(5,004	)		(5,754	)
Less: common stock to be acquired by equity incentive plan (2)		(1,849	)		(2,176	)		(2,502	)		(2,877	)
Net investable proceeds	$	33,510		$	39,720		$	45,929		$	53,070
Pro Forma Net Income:
Pro forma net income (3):
Historical	$	268		$	268		$	268		$	268
Pro forma income on net investable proceeds (4)		267			316			365			422
Less: pro forma employee stock ownership plan adjustments (1)		(41	)		(48	)		(55	)		(63	)
Less: pro forma restricted stock award expense (2)		(61	)		(72	)		(83	)		(95	)
Less: pro forma stock option expense (5)		(97	)		(114	)		(131	)		(151	)
Pro forma net income	$	336		$	350		$	364		$	381
Pro forma net income per share (3):
Historical	$	0.03		$	0.02		$	0.02		$	0.02
Pro forma income on net investable proceeds		0.03			0.03			0.03			0.03
Less: pro forma employee stock ownership plan adjustments (1)		—			—			—			—
Less: pro forma restricted stock award expense (2)		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Less: pro forma stock option expense (5)		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Pro forma net income per share	$	0.04		$	0.03		$	0.03		$	0.03
Offering price as a multiple of pro forma net income per share		62.50	x		83.33	x		83.33	x		83.33	x
Number of shares used to calculate pro forma net income per share (6)		9,071,312			10,672,132			12,272,952			14,113,895
Pro Forma Stockholders’ Equity:
Pro forma stockholders’ equity (book value) (5):
Historical	$	63,271		$	63,271		$	63,271		$	63,271
Estimated net proceeds		39,308			46,497			53,685			61,951
Plus: shares issued to the foundation		1,350			1,350			1,350			1,350
Less: after-tax cost of foundation		(990	)		(990	)		(990	)		(990	)
Less: capitalization of Fox Chase MHC		(100	)		(100	)		(100	)		(100	)
Less: common stock acquired by employee stock ownership plan (1)		(3,699	)		(4,351	)		(5,004	)		(5,754	)
Less: common stock to be acquired by equity incentive plan (2)		(1,849	)		(2,176	)		(2,502	)		(2,877	)
Pro forma stockholders’ equity	$	97,291		$	103,501		$	109,710		$	116,851
Pro forma stockholders’ equity per share (5):
Historical	$	6.71		$	5.70		$	4.96		$	4.31
Estimated net proceeds		4.17			4.19			4.20			4.22
Plus: shares issued to the foundation		0.14			0.12			0.11			0.09
Less: after-tax cost of foundation shares		(0.10	)		(0.09	)		(0.08	)		(0.07	)
Less: capitalization of Fox Chase MHC		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Less: common stock acquired by employee stock ownership plan (1)		(0.39	)		(0.39	)		(0.39	)		(0.39	)
Less: common stock to be acquired by equity incentive plan (2)		(0.20	)		(0.20	)		(0.20	)		(0.19	)
Pro forma stockholders’ equity per share	$	10.32		$	9.32		$	8.59		$	7.96
Offering price as a percentage of pro forma stockholders’ equity per share		96.99	%		107.30	%		116.41	%		125.63	%
Number of shares used to calculate pro forma stockholders’ equity per share (6)		9,435,000			11,100,000			12,765,000			14,679,750

(footnotes on page     )

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	Year Ended December 31, 2005
	Minimum of Offering Range			Midpoint of Offering Range			Maximum of Offering Range			15% Above Maximum of Offering Range
	4,110,745 Shares at $10.00 Per Share			4,836,170 Shares at $10.00 Per Share			5,561,596 Shares at $10.00 Per Share			6,395,835 Shares at $10.00 Per Share
	(Dollars in thousands, except per share amounts)
Gross proceeds	$	41,107		$	48,362		$	55,616		$	63,958
Less: estimated offering expenses		(1,799	)		(1,865	)		(1,931	)		(2,007	)
Estimated net proceeds		39,308			46,497			53,685			61,951
Less: cash contribution to charitable foundation		(150	)		(150	)		(150	)		(150	)
Less: cash to Fox Chase MHC		(100	)		(100	)		(100	)		(100	)
Less: common stock acquired by employee stock ownership plan (1)		(3,699	)		(4,351	)		(5,004	)		(5,754	)
Less: common stock to be acquired by equity incentive plan (2)		(1,849	)		(2,176	)		(2,502	)		(2,877	)
Net investable proceeds	$	33,510		$	39,720		$	45,929		$	53,070
Pro Forma Net Income:
Pro forma net income (3):
Historical	$	5,960		$	5,960		$	5,960		$	5,960
Pro forma income on net investable proceeds (4)		1,066			1,263			1,461			1,688
Less: pro forma employee stock ownership plan adjustments (1)		(163	)		(191	)		(220	)		(253	)
Less: pro forma restricted stock award expense (2)		(244	)		(287	)		(330	)		(380	)
Less: pro forma stock option expense (5)		(388	)		(457	)		(525	)		(604	)
Pro forma net income	$	6,231		$	6,288		$	6,346		$	6,411
Pro forma net income per share (3):
Historical	$	0.66		$	0.56		$	0.48		$	0.42
Pro forma income on net investable proceeds		0.12			0.12			0.12			0.12
Less: pro forma employee stock ownership plan adjustments (1)		(0.02	)		(0.02	)		(0.02	)		(0.02	)
Less: pro forma restricted stock award expense (2)		(0.03	)		(0.03	)		(0.03	)		(0.03	)
Less: pro forma stock option expense (5)		(0.04	)		(0.04	)		(0.04	)		(0.04	)
Pro forma net income per share	$	0.69		$	0.59		$	0.51		$	0.45
Offering price as a multiple of pro forma net income per share		14.49	x		16.95	x		19.61	x		22.22	x
Number of shares used to calculate pro forma net income per share (6)		9,089,805			10,693,888			12,297,971			14,142,667
Pro Forma Stockholders’ Equity:
Pro forma stockholders’ equity (book value) (5):
Historical	$	63,521		$	63,521		$	63,521		$	63,521
Estimated net proceeds		39,308			46,497			53,685			61,951
Plus: shares issued to the foundation		1,350			1,350			1,350			1,350
Less: after-tax cost of foundation		(990	)		(990	)		(990	)		(990	)
Less: capitalization of Fox Chase MHC		(100	)		(100	)		(100	)		(100	)
Less: common stock acquired by employee stock ownership plan (1)		(3,699	)		(4,351	)		(5,004	)		(5,754	)
Less: common stock to be acquired by equity incentive plan (2)		(1,849	)		(2,176	)		(2,502	)		(2,877	)
Pro forma stockholders’ equity	$	97,541		$	103,751		$	109,960		$	117,101
Pro forma stockholders’ equity per share (5):
Historical	$	6.73		$	5.72		$	4.98		$	4.33
Estimated net proceeds		4.17			4.19			4.20			4.22
Plus: shares issued to the foundation		0.14			0.12			0.11			0.09
Less: after-tax cost of foundation shares		(0.10	)		(0.09	)		(0.08	)		(0.07	)
Less: capitalization of Fox Chase MHC		(0.01	)		(0.01	)		(0.01	)		(0.01	)
Less: common stock acquired by employee stock ownership plan (1)		(0.39	)		(0.39	)		(0.39	)		(0.39	)
Less: common stock to be acquired by equity incentive plan (2)		(0.20	)		(0.20	)		(0.20	)		(0.19	)
Pro forma stockholders’ equity per share	$	10.34		$	9.34		$	8.61		$	7.98
Offering price as a percentage of pro forma stockholders’ equity per share		96.71	%		106.95	%		116.14	%		125.31	%
Number of shares used to calculate pro forma stockholders’ equity per share (6)		9,435,000			11,100,000			12,765,000			14,679,750

(footnotes on following page)

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(1) Assumes that the employee stock ownership plan will acquire a number of shares equal to 3.92% of the shares issued in the reorganization, including shares issued to Fox Chase MHC and contributed to Fox Chase Bank Charitable Foundation (369,852, 435,120, 500,388 and 575,446 shares at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively). The employee stock ownership plan will borrow the funds used to acquire these shares from the net proceeds from the reorganization retained by Fox Chase Bancorp. The amount of this borrowing has been reflected as a reduction from gross proceeds to determine estimated net investable proceeds. This borrowing will have an interest rate equal to the prime rate as published in The Wall Street Journal, which is currently     %, and a term of 15 years. Fox Chase Bank intends to make contributions to the employee stock ownership plan in amounts at least equal to the principal and interest requirement of the debt. Interest income that Fox Chase Bancorp will earn on the loan will offset the interest paid on the loan by Fox Chase Bank. As the debt is paid down, shares will be released for allocation to participants’ accounts and stockholders’ equity will be increased.

The adjustment to pro forma net income for the employee stock ownership plan reflects the after-tax compensation expense associated with the plan, based on an assumed effective tax rate of 34.0%. Applicable accounting principles require that compensation expense for the employee stock ownership plan be based upon shares committed to be released and that unallocated shares be excluded from earnings per share computations. An equal number of shares (1/15 of the total, based on a 15-year loan) will be released each year over the term of the loan. The valuation of shares committed to be released would be based upon the average market value of the shares during the year, which, for purposes of this calculation, was assumed to be equal to the $10.00 per share purchase price. If the average market value per share is greater than $10.00 per share, total employee stock ownership plan expense would be greater. See “Our Management—Benefit Plans—Employee Stock Ownership Plan.”

(2) Assumes that Fox Chase Bancorp will purchase in the open market a number of shares equal to 1.96% of the shares issued in the offering, including shares issued to Fox Chase MHC and contributed to Fox Chase Bank Charitable Foundation (184,926, 217,560, 250,194 and 287,723 shares at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively), that will be reissued as restricted stock awards under an equity incentive plan to be adopted following the reorganization. Repurchases will be funded with cash on hand at Fox Chase Bancorp or with dividends paid to Fox Chase Bancorp by Fox Chase Bank. The cost of these shares has been reflected as a reduction from gross proceeds to determine estimated net investable proceeds. In calculating the pro forma effect of the restricted stock awards, it is assumed that the required stockholder approval has been received, that the shares used to fund the awards were acquired at the beginning of the respective period, that the shares were acquired at the $10.00 per share purchase price. The issuance of authorized but unissued shares of the common stock instead of shares repurchased in the open market would dilute the ownership interests of existing stockholders, other than Fox Chase MHC, by approximately 4.2%, assuming the midpoint of the offering range.

The adjustment to pro forma net income for the restricted stock awards reflects the after-tax compensation expense associated with the awards. It is assumed that the fair market value of a share of Fox Chase Bancorp common stock was $10.00 at the time the awards were made, that all shares were granted in the first year after the reorganization, that shares of restricted stock issued under the equity incentive plan vest 20.0% per year, that compensation expense is recognized on a straight-line basis over each vesting period so that 20.0% of the value of the shares awarded was an amortized expense during each year, and that the combined federal and state income tax rate was 34.0%. If the fair market value per share is greater than $10.00 per share on the date shares are awarded under the equity incentive plan, total equity incentive plan expense would be greater.

(3) Does not give effect to the non-recurring expense that will be recognized in fiscal 2006 as a result of the contribution of 135,000 shares of common stock to Fox Chase Bank Charitable Foundation.

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The following table shows the estimated after-tax expense associated with the contribution to the foundation, as well as pro forma net income (loss) and pro forma net income (loss) per share assuming the contribution to the foundation was expensed during the periods presented.

	Minimum of Offering Range			Midpoint of Offering Range			Maximum of Offering Range			15% Above Maximum of Offering Range
	(Dollars in thousands, except per share amounts)
After-tax expense of contribution to foundation:
Three Months ended March 31, 2006	$	990		$	990		$	990		$	990
Year ended December 31, 2005	$	990		$	990		$	990		$	990
Pro forma net income (loss):
Three Months ended March 31, 2006	$	(654	)	$	(640	)	$	(626	)	$	(609	)
Year ended December 31, 2005	$	5,241		$	5,298		$	5,356		$	5,421
Pro forma net income (loss) per share:
Three Months ended March 31, 2006	$	(0.07	)	$	(0.06	)	$	(0.05	)	$	(0.04	)
Year ended December 31, 2005	$	0.58		$	0.50		$	0.44		$	0.38

The pro forma data assume that we will realize 100.0% of the income tax benefit as a result of the contribution to the foundation based on a 34.0% tax rate. The realization of the tax benefit is limited annually to 10.0% of our annual taxable income. However, for federal and state tax purposes, we can carry forward any unused portion of the deduction for five years following the year in which the contribution is made.

(4) Pro forma net income on net investable proceeds is equal to the net proceeds less the cost of acquiring shares in the open market at the $10.00 per share purchase price to fund the employee stock ownership plan and the restricted stock awards under an equity incentive plan multiplied by the after-tax reinvestment rate. The after-tax reinvestment rate is equal to 3.18% based on the following assumptions: combined federal and state income tax rate of 34.0% and a pre-tax reinvestment rate of 4.82%.

(5) The adjustment to pro forma net income for stock options reflects the compensation expense associated with the stock options (assuming no federal tax benefit) that may be granted under the equity incentive plan to be adopted following the offering. If the equity incentive plan is approved by stockholders, a number of shares equal to 4.90% of the number of shares issued in the offering, including shares issued to Fox Chase MHC and contributed to Fox Chase Bank Charitable Foundation (462,315, 543,900, 625,485 and 719,307 shares at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively) will be reserved for future issuance upon the exercise of stock options that may be granted under the plan. Using the Black-Scholes option-pricing formula, the options are assumed to have a value of $4.20 each option, based on the following assumptions: exercise price, $10.00; trading price on date of grant, $10.00; dividend yield, 0.0%; expected life, 10 years; expected volatility, 16.52%; and risk-free interest rate, 4.80%. Because there currently is no market for Fox Chase Bancorp common stock, the assumed expected volatility is based on the SNL Financial MHC Index. The dividend yield is assumed to be 0.0% because there is no history of dividend payments and the board of directors has not expressed an intention to commence dividend payments upon completion of the offering. It is assumed that all stock options were granted in the first year after the reorganization, that stock options granted under the equity incentive plan vest 20.0% per year, that compensation expense is recognized on a straight-line basis over each vesting period so that 20.0% of the value of the options awarded was an amortized expense during each year. If the fair market value per share is different than $10.00 per share on the date options are awarded under the equity incentive plan, or if the assumptions used in the option-pricing formula are different from those used in preparing this pro forma data, the value of the stock options and the related expense would be different. Applicable accounting standards do not prescribe a specific valuation technique to be used to estimate the fair value of employee stock options. Fox Chase Bancorp may use a valuation technique other than the Black-Scholes option-pricing formula and that technique may produce a different value. The issuance of authorized but unissued shares of common stock to satisfy option exercises instead of shares repurchased in the open market would dilute the ownership interests of existing stockholders, other than Fox Chase MHC, by approximately 9.9%, assuming the midpoint of the offering range.

(6) The number of shares used to calculate pro forma net income per share is equal to the total number of shares to be outstanding upon completion of the reorganization, less the number of shares purchased by the employee stock ownership plan not committed to be released within one year following the reorganization. The number of shares used to calculate pro forma stockholders’ equity per share is equal to the total number of shares to be outstanding upon completion of the offering.

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Comparison of Independent Valuation and Pro Forma Financial

Information With and Without the Foundation

As set forth in the following table, if we do not establish and fund Fox Chase Bank Charitable Foundation as part of the offering, FinPro estimates that our pro forma valuation would be greater, which would have resulted in an increase in the amount of common stock offered for sale in the offering. If the foundation were not established, there is no assurance that the updated appraisal that FinPro will prepare at the closing of the offering would conclude that our pro forma market value would be the same as the estimate set forth in the table below. The updated appraisal will be based on the facts and circumstances existing at that time, including, among other things, market and economic conditions.

The information presented in the following table is for comparative purposes only. It assumes that the offering was completed at March 31, 2006, based on the assumptions set forth under “Pro Forma Data.”

	At the Minimum of Estimated Valuation Range						At the Midpoint of Estimated Valuation Range						At the Maximum of Estimated Valuation Range						At the Maximum, as Adjusted, of Estimated Valuation Range
	With Foundation			No Foundation			With Foundation			No Foundation			With Foundation			No Foundation			With Foundation			No Foundation
	(Dollars in thousands, except per share amounts)
Estimated offering amount (1)	$	41,107		$	42,293		$	48,362		$	49,756		$	55,616		$	57,219		$	63,958		$	65,802
Pro forma market capitalization (excluding Fox Chase MHC)		42,457			42,293			49,712			49,756			56,966			57,219			65,308			65,802
Estimated pro forma valuation		95,700			97,070			112,350			114,200			129,000			131,330			148,148			151,030
Pro forma total assets		788,070			789,354			794,280			795,853			800,489			802,351			807,630			809,826
Pro forma total liabilities		690,779			690,779			690,779			690,779			690,779			690,779			690,779			690,779
Pro forma stockholders’ equity		97,291			98,575			103,501			105,074			109,710			111,572			116,851			119,047
Pro forma net income		336			367			350			385			364			406			381			429
Pro forma stockholders’ equity per share		10.31			10.16			9.32			9.20			8.59			8.50			7.96			7.89
Pro forma net income per share		0.04			0.04			0.03			0.03			0.03			0.03			0.03			0.03
Pro Forma Pricing Ratios:
Offering price as a percentage of pro forma stockholders’ equity		96.99	%		98.43	%		107.30	%		108.70	%		116.41	%		117.65	%		125.63	%		126.74	%
Offering price as a multiple of pro forma net income per share (annualized)		62.50			62.50			83.33			83.33			83.33			83.33			83.33			83.33
Offering price to assets		11.97			12.30			13.97			14.35			15.95			16.37			18.18			18.65
Pro Forma Financial Ratios:
Return on assets (annualized)		0.17	%		0.19	%		0.18	%		0.19	%		0.18	%		0.20	%		0.19	%		0.21	%
Return on stockholders’ equity (annualized)		1.38			1.49			1.35			1.47			1.33			1.46			1.30			1.44
Stockholders’ equity to total assets		12.35			12.49			13.03			13.20			13.71			13.91			14.47			14.70

(1) Based on independent valuation prepared by FinPro as of May 2, 2006.

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Our Business

General

Fox Chase Bancorp will be organized as a federal corporation upon completion of the reorganization. As a result of the reorganization, Fox Chase Bank will be a wholly owned subsidiary of Fox Chase Bancorp and Fox Chase Bancorp will be a majority-owned subsidiary of Fox Chase MHC. Upon completion of the reorganization, Fox Chase Bancorp’s business activities will be the ownership of the outstanding capital stock of Fox Chase Bank and management of the investment of offering proceeds retained from the reorganization. Initially, Fox Chase Bancorp will neither own nor lease any property but will instead use the premises, equipment and other property of Fox Chase Bank with the payment of appropriate expenses, as required by applicable law and regulations. In the future, Fox Chase Bancorp may acquire or organize other operating subsidiaries; however, there are no current plans, arrangements, agreements or understandings, written or oral, to do so.

Fox Chase Bank was originally chartered in 1867 as a Pennsylvania building and loan association under the name Fox Chase Building Association No. 2. In 1910, Fox Chase Bank converted to a federal charter and switched its name to Fox Chase Building No. 2. In 1939, the bank changed its name to Fox Chase Federal Savings and Loan Association. In 1999, the name of the bank was changed to Fox Chase Bank.

We operate as a community-oriented financial institution offering traditional financial services to consumers and businesses in our market areas. We attract deposits from the general public and use those funds to originate one- to four-family real estate, multi-family and commercial real estate, construction, commercial and consumer loans, which, with the exception of long-term fixed-rate one-to four-family real estate loans, we primarily hold for investment. We also maintain an investment portfolio.

Our website address is www.foxchasebank.com. Information on our website should not be considered a part of this prospectus.

Market Areas

We are headquartered in Hatboro, Pennsylvania, which is approximately fifteen miles north of downtown Philadelphia. We maintain two offices in Montgomery County, Pennsylvania, one office in Philadelphia County, Pennsylvania and three offices in Bucks County, Pennsylvania. All six of those branch offices are in the Philadelphia-Camden-Wilmington metropolitan statistical area. In 2000, we also opened two offices in the southern New Jersey shore area, one in Atlantic County and one in Cape May County. In March 2006, we opened a branch office in Marmora, New Jersey in Cape May County, in May 2006, we opened a loan production office with depository capabilities in Exton, Pennsylvania and in July 2006, we opened a loan production office with depository capabilities in Media, Pennsylvania. We plan to file an application for regulatory approval for a loan production office with depository capabilities in Plymouth Meeting, Pennsylvania in 2006.

Philadelphia Market Area. The economy of our Philadelphia market area is predominated by the service sector. According to published statistics, the population of the three-county area served by our branches totaled 2.9 million. The economy in the Philadelphia market area has grown in recent years due to the presence of a highly-educated workforce and the diversity of the local economy as traditional employers in the manufacturing and financial services industry have been bolstered by growth in the life services and health care industries as well as the information technology and communication sectors. The median household and per capita income in Bucks and Montgomery counties significantly exceeds the comparable figures for Pennsylvania as a whole, while the median household and per capita income in Philadelphia county trailed the comparable figures for Pennsylvania. The difference reflects the suburban location of Bucks and Montgomery counties compared to the urban location of Philadelphia county.

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New Jersey Market Area. The economy of Atlantic County is dominated by the service sector, of which the gaming industry in nearby Atlantic City is the primary employer. The economy of Cape May County is primarily geared toward tourism. According to published statistics, Atlantic County’s population in 2005 was approximately 271,000 persons and Cape May County’s population was approximately 113,000. The economy in Atlantic County has been strong in recent years as new and expanding casinos in Atlantic City along with new retail centers and entertainment venues have led to job growth and an increase in housing development. Cape May County has also benefitted from the growth in and around Atlantic City, as many residents commute into that area for employment. Although the economy in this market area has been strong in recent years, median household and per capita income in Atlantic and Cape May Counties are lower than the comparable figures for New Jersey as a whole. In addition, median household income in Atlantic County was below the national average in 2005. We attribute this to several factors. First, there has been an influx of retirees with limited incomes but moderate to substantial wealth. Additionally, since this market is located outside of a major metropolitan area, average income levels are negatively affected by the small portion of high-paying, white collar jobs. In this market area, lower paying service jobs provide a relatively large portion of overall employment.

Competition

We face significant competition for the attraction of deposits and origination of loans. Our most direct competition for deposits has historically come from the several financial institutions operating in our market areas and, to a lesser extent, from other financial service companies such as brokerage firms, credit unions and insurance companies. We also face competition for investors’ funds from money market funds, mutual funds and other corporate and government securities. At June 30, 2005, which is the most recent date for which data is available from the Federal Deposit Insurance Corporation, we held approximately 0.30% of the deposits in Philadelphia-Camden-Wilmington metropolitan statistical area, which was the 32^nd largest market share out of the 156 financial institutions with offices in that metropolitan statistical area. In addition, banks such as Bank of America, Wachovia Bank, Sovereign Bank, Citizens Bank of PA and Commerce Bank also operate in our market areas. These institutions are significantly larger than us and, therefore, have significantly greater resources.

Our competition for loans comes primarily from financial institutions in our market areas, and, to a lesser extent, from other financial service providers such as mortgage companies and mortgage brokers. Competition for loans also comes from the increasing number of non-depository financial service companies entering the mortgage and commercial lending markets such as insurance companies, securities companies and specialty finance companies.

We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Technological advances, for example, have lowered the barriers to market entry, allowed banks and other lenders to expand their geographic reach by providing services over the Internet and made it possible for non-depository institutions to offer products and services that traditionally have been provided by banks. Changes in federal law permit affiliation among banks, securities firms and insurance companies, which promotes a competitive environment in the financial services industry. Competition for deposits and the origination of loans could limit our future growth.

Lending Activities

General. Except for the sale of longer-term, one- to four-family residential real estate loans (generally greater than fifteen years), which we sell in the secondary market with servicing retained, we originate loans primarily for investment purposes. The largest segments of our loan portfolio are one- to four-family residential real estate loans and home equity loans and lines of credit. Historically, we originated very little multi-family and commercial real estate loans, construction loans or commercial loans. However, in 2003, then-current management determined to emphasize multi-family and commercial real estate lending and construction lending, primarily in the southern New Jersey shore area where it had opened branch offices. However, due to a lack of expertise in these types of lending and a relative unfamiliarity with the market area, the proper documentation on these types of loans

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was not received and many of these loans were criticized or classified in accordance with regulatory guidelines. In 2005, new management ceased originating these loans and made significant efforts to reduce these loans made by former management from the portfolio. We have hired senior management and lenders with significant commercial lending experience and adopted commercial credit policies. Thus, we plan to emphasize originating multi-family and commercial loans to individuals and businesses located in our primary market areas.

One- to Four-Family Residential Real Estate Loans. The largest segment of our loan portfolio is comprised of mortgage loans to enable borrowers to purchase or refinance existing homes most of which serve as the primary residence of the owner. We offer fixed-rate and adjustable-rate loans with terms up to 30 years. Borrower demand for adjustable-rate loans versus fixed-rate loans is a function of the level of interest rates, the expectations of changes in the level of interest rates, and the difference between the interest rates and loan fees offered for fixed-rate mortgage loans and the initial period interest rates and loan fees for adjustable-rate loans. The relative amount of fixed-rate mortgage loans and adjustable-rate mortgage loans that can be originated at any time is largely determined by the demand for each in a competitive environment. The loan fees, interest rates and other provisions of mortgage loans are determined by us on the basis of our own pricing criteria and competitive market conditions. Most of our loan originations result from relationships with existing or past customers, members of our local community and referrals from realtors, attorneys and builders.

While one- to four-family residential real estate loans are normally originated with up to 30-year terms, such loans typically remain outstanding for substantially shorter periods because borrowers often prepay their loans in full upon sale of the property pledged as security or upon refinancing the original loan. Therefore, average loan maturity is a function of, among other factors, the level of purchase and sale activity in the real estate market, prevailing interest rates and the interest rates payable on outstanding loans. Additionally, our current practice is generally to (1) sell to the secondary market newly originated longer-term fixed-rate one- to four-family residential real estate loans, and (2) to hold in our portfolio shorter-term fixed-rate loans and adjustable-rate loans. Generally, loans are sold to Freddie Mac with servicing retained. Occasionally, we have purchased loans and purchased participation interests in loans originated by other institutions to supplement our origination efforts.

Interest rates and payments on our adjustable-rate mortgage loans generally adjust annually after an initial fixed period of one, three or five years. Interest rates and payments on these adjustable-rate loans generally are based on the one-year constant maturity Treasury index. The maximum amount by which the interest rate may be increased is generally two percentage points per adjustment period with a lifetime interest rate cap of six percentage points over the initial interest rate of the loan.

We generally do not make conventional loans with loan-to-value ratios exceeding 95% at the time the loan is originated. At March 31, 2006, $4.4 million, or 1.9% of our residential loans, had a loan-to-value ratio exceeding 90% of the loan. Private mortgage insurance is generally required for all loans with loan-to-value ratios in excess of 80%. We require all properties securing mortgage loans to be appraised by a board-approved independent appraiser. We generally require title insurance on all first mortgage loans. Borrowers must obtain hazard insurance, and flood insurance for loans on properties located in a flood zone, before closing the loan.

In an effort to provide financing for low- and moderate-income and first-time buyers, we offer a special home buyers program. We offer residential mortgage loans through this program to qualified individuals and originate the loans using reduced interest rates, fees and loan conditions.

Multi-Family and Commercial Real Estate Loans. We offer fixed-rate and adjustable-rate mortgage loans secured by multi-family and commercial real estate to individuals and small businesses in our primary market areas. Our multi-family and commercial real estate loans are generally secured by condominiums, apartment buildings and mixed-use properties with residential units, as well as retail space. We intend to increase this segment of our loan portfolio.

These loans are typically repaid or the term extended before maturity, in which case a new rate is negotiated to meet market conditions and an extension of the loan is executed for a new term with a new amortization schedule.

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We originate multi-family and commercial real estate loans with terms up to 20 years. Interest rates and payments on our adjustable-rate loans generally are based on the prime interest rate, although our policies permit interest rates to be based on the Constant Maturity Treasury Index, LIBOR or the federal funds rate. The maximum amount by which the interest rate may be increased is generally two percentage points per adjustment period and the lifetime interest rate cap is typically six percentage points over the initial interest rate of the loan. Loans are secured by first mortgages that generally do not exceed 80% of the property’s appraised value. We require all properties securing multi-family and commercial real estate loans to be appraised by a board-approved independent licensed appraiser. Multi-family and commercial real estate loans also are generally supported by personal guarantees.

At March 31, 2006, the largest outstanding multi-family or commercial real estate loan had an outstanding balance of $2.9 million and is secured by a medical office building in Huntingdon Valley, Pennsylvania. This loan was performing according to its original terms at March 31, 2006.

Construction Loans. We originate fixed-rate and adjustable-rate loans to individuals and, to a lesser extent, builders to finance the construction of residential dwellings. However, we had no outstanding residential construction loans at March 31, 2006. We also make construction loans for commercial development projects, including apartment buildings, restaurants, shopping centers and owner-occupied properties used for businesses. Our construction loans generally provide for the payment of interest only during the construction phase, which is usually six to twelve months for residential properties and eighteen months for commercial properties. At the end of the construction phase, the loan generally converts to a permanent mortgage loan. Loans generally can be made with a maximum loan to value ratio of 80% on residential construction and 65% on commercial construction at the time the loan is originated. Before making a commitment to fund a construction loan, we require an appraisal of the property by an independent licensed appraiser. We also will require an inspection of the property before disbursement of funds during the term of the construction loan.

We also originate loans secured by undeveloped land and developed land. The terms and rates of our land loans are the same as our multi-family and commercial real estate loans. Loans secured by undeveloped land or improved lots generally involve greater risks than residential mortgage lending because land loans are more difficult to evaluate. If the estimate of value proves to be inaccurate, in the event of default and foreclosure, we may be confronted with a property the value of which is insufficient to assure full repayment. Loan amounts generally do not exceed 65% (50% for undeveloped land) of the lesser of the appraised value or the purchase price.

At March 31, 2006, our largest outstanding commercial construction loan was for $9.0 million, all of which was outstanding. This loan is secured by a hotel and restaurant in the southern New Jersey shore area. The construction project has been completed and we are attempting to convert this loan to permanent financing. This loan was performing in accordance with its terms at March 31, 2006.

Commercial Loans. We also offer commercial business loans to professionals, sole proprietorships and small businesses in our market area. The maximum amount of our commercial loans is limited by our in-house-loans-to one borrower limit. We intend to grow this segment of our loan portfolio.

We offer secured commercial term loans, which have a maturity of greater than one year and the payment of which is dependent on future earnings. The term for repayment of the loan will normally be limited to the lesser of the expected useful life of the asset being financed or a fixed amount of time, generally less than seven years. We also offer revolving lines of credit secured by business assets other than real estate, such as business equipment, inventory and accounts receivable, letters of credit and demand loans. We originate these loans on both a fixed-rate and adjustable-rate basis with terms up to 20 years. Adjustable-rate loans are based on the prime rate, although our policies permit interest rates to be based on the Constant Maturity Treasury Index, LIBOR or the federal funds rate and adjust either monthly or annually. Where the borrower is a corporation, partnership or other entity, we generally require significant equity holders to be co-borrowers and in cases where they are not co-borrowers, we generally require personal guarantees from significant equity holders.

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We also originate commercial lines of credit to finance the working capital needs of businesses to be repaid by seasonal cash flows or to provide a period of time during which the business can borrow funds for planned equipment purchases. Commercial lines of credit can be fixed-rate or adjustable-rate loans. Commercial lines of credit secured by commercial real estate generally have a term of less than seven years.

When making commercial business loans, we consider the financial statements and/or tax returns of the borrower, the borrower’s payment history of both corporate and personal debt, the debt service capabilities of the borrower, the projected cash flows of the business, the viability of the industry in which the customer operates, the value of the collateral and our assessment of management’s ability. Commercial business loans are generally secured by a variety of collateral, primarily accounts receivable, inventory and equipment, and are generally supported by personal guarantees. Depending on the collateral used to secure the loans, commercial loans are made in amounts of up to 80% of the value of the collateral securing the loan (90% for established borrowers pledging new equipment). We generally do not make unsecured commercial loans.

Consumer Loans. We offer a variety of consumer loans, including home equity loans and lines of credit, loans secured by certificate of deposits (share loans) and automobile loans.

The procedures for underwriting consumer loans include an assessment of the applicant’s payment history on other debts and ability to meet existing obligations and payments on the proposed loan. Although the applicant’s creditworthiness is a primary consideration, the underwriting process also includes a comparison of the value of the collateral, if any, to the proposed loan amount.

We generally offer fixed-rate home equity loans with a maximum combined loan-to-value ratio of 90% and adjustable-rate lines of credit with a maximum combined loan-to-value ratio of 80%. Home equity lines of credit have adjustable-rates of interest that are based on the prime interest rate. Home equity lines of credit generally require that only interest be paid on a monthly basis and have terms up to 20 years. Interest rates on these loans typically adjust monthly. We offer fixed-rate and adjustable-rate home equity loans. Home equity loans have terms that range from one to 15 years. We hold a first mortgage position on most of the homes that secure our home equity loans and home equity lines of credit.

We also provide a consumer loan product under which we will originate a fixed-rate or adjustable-rate loan on an owner-occupied one- to four-family residence, with a loan-to-value ratio of 80% of the secured property. We will then originate a home equity loan with a loan-to-value ratio of either 10% or 15% of the secured property. The remaining 10% or 5% must be paid in cash by the borrower. This product, sometimes referred to as combination financing or a piggyback loan, eliminates the need for private mortgage insurance. However, to obtain this product, the borrower must meet our underwriting criteria with respect to the one- to four-family residential real estate loan and home equity loan.

We offer loans secured by new and used automobiles. These loans have fixed interest rates and generally have terms up to six years. We will generally offer automobile loans with a maximum loan-to-value ratio of 90% of the purchase price of the vehicle.

We offer consumer loans secured by certificates of deposit held at Fox Chase Bank with fixed interest rates and terms up to five years. We will offer such loans up to 90% of the principal balance of the certificate of deposit. For more information on our loan commitments, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Risk Management—Liquidity Management.”

Loan Underwriting Risks

Adjustable-Rate Loans. While we anticipate that adjustable-rate loans will better offset the adverse effects of an increase in interest rates as compared to fixed-rate mortgages, the increased mortgage payments required of adjustable-rate loan borrowers in a rising interest rate environment could cause an increase in

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delinquencies and defaults. The marketability of the underlying property also may be adversely affected in a high interest rate environment. In addition, although adjustable-rate mortgage loans help make our loan portfolio more responsive to changes in interest rates, the extent of this interest sensitivity is limited by the annual and lifetime interest rate adjustment limits.

Multi-Family and Commercial Real Estate Loans. Loans secured by multi-family and commercial real estate generally have larger balances and involve a greater degree of risk than one- to four-family residential mortgage loans. Of primary concern in multi-family and commercial real estate lending is the borrower’s creditworthiness and the feasibility and cash flow potential of the project. Payments on loans secured by income properties often depend on successful operation and management of the properties. As a result, repayment of such loans may be subject to a greater extent than residential real estate loans to adverse conditions in the real estate market or the economy. To monitor cash flows on income properties, we generally require borrowers and loan guarantors to provide annual financial statements and/or tax returns. In reaching a decision on whether to make a multi-family and commercial real estate loan, we consider the net operating income of the property, the borrower’s expertise, credit history and profitability and the value of the underlying property. We have generally required that the properties securing these real estate loans have debt service coverage ratios (the ratio of earnings before debt service to debt service) of at least 1.20x. Environmental surveys and inspections are obtained when circumstances suggest the possibility of the presence of hazardous materials. Further, in connection with our ongoing monitoring of the loan, we will review the property at least two times each year.

Construction Loans. Construction financing is generally considered to involve a higher degree of risk of loss than long-term financing on improved, occupied real estate. Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the property’s value at completion of construction and the estimated cost (including interest) of construction. During the construction phase, a number of factors could result in delays and cost overruns. If the estimate of construction costs proves to be inaccurate, we may be required to advance funds beyond the amount originally committed to permit completion of the building. If the estimate of value proves to be inaccurate, we may be confronted, at or before the maturity of the loan, with a building having a value which is insufficient to assure full repayment. If we are forced to foreclose on a building before or at completion due to a default, there can be no assurance that we will be able to recover all of the unpaid balance of, and accrued interest on, the loan as well as related foreclosure and holding costs.

Commercial Loans. Unlike residential mortgage loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment or other income, and which are secured by real property the value of which tends to be more easily ascertainable, commercial loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business. As a result, the availability of funds for the repayment of commercial loans may depend substantially on the success of the business itself. Further, any collateral securing such loans may depreciate over time, may be difficult to appraise and may fluctuate in value.

Consumer Loans. Consumer loans may entail greater risk than do residential mortgage loans, particularly in the case of consumer loans that are unsecured or secured by assets that depreciate rapidly. In such cases, repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment for the outstanding loan and the remaining deficiency often does not warrant further substantial collection efforts against the borrower. In addition, consumer loan collections depend on the borrower’s continuing financial stability, and therefore are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount that can be recovered on such loans.

Loan Originations, Sales and Participations. Loan originations come from a number of sources. The primary source of loan originations are existing customers, walk-in traffic, advertising and referrals from customers. We advertise in newspapers that are widely circulated throughout our market area. Accordingly, when our rates are competitive, we attract loans throughout our market areas.

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Prior to 2006, we originated loans for our portfolio. Beginning in 2006, we began selling in the secondary market almost all newly originated conforming longer-term fixed-rate one- to four-family residential real estate loans and to hold in our portfolio shorter-term fixed-rate loans and adjustable-rate loans. Our decision to sell loans is based on prevailing market interest rate conditions and interest rate risk management. Generally, loans are sold to Freddie Mac with servicing retained.

At March 31, 2006, we were a participating lender on one loan totaling $3.7 million, which is secured by commercial real estate and lease payments. The loan was being serviced by the lead lender. We expect in the future that we will sell participation interests to local financial institutions, primarily on construction and commercial real estate loans that approach or exceed our borrowing limits or loans that are outside of our immediate market areas. We also expect to purchase participation interests, primarily in construction and commercial real estate loans. We would perform our own underwriting analysis on each of our participation interests before purchasing such loans and therefore believe there would be no greater risk of default on these obligations. However, in a purchased participation loan, we would not service the loan and thus are subject to the policies and practices of the lead lender with regard to monitoring delinquencies, pursuing collections and instituting foreclosure proceedings. In assessing whether to participate, we would require review all of the documentation relating to any loan in which we participate, including any annual financial statements provided by a borrower. Additionally, we would require periodic updates on the loan from the lead lender.

We have not historically purchased any whole loans. However, we would entertain doing so if a loan was presented to us that met our underwriting criteria and fit within our interest rate strategy.

Loan Approval Procedures and Authority. Our lending activities follow written, non-discriminatory, underwriting standards and loan origination procedures established by our board of directors and management. The board has granted authority to approve residential and consumer loans up to $300,000 to the Assistant Manager of the Consumer Lending Department and up to $450,000 to the Vice President of Residential Mortgage and the Vice President of Consumer Lending. Loans in excess of these amounts up to $3.0 million require the approval by the Officers Loan Committee, consisting of the President and Chief Executive Officer, the Chief Financial Officer, the Chief Credit Officer and the Chief Lending Officer and other experienced lenders as appointed by the board from time to time.

The board has granted authority to approve commercial loans to certain employees up to prescribed limits, depending on the officer’s experience and tenure. The board also granted loan approval authority to the Officers Loan Committee, consisting of the President and Chief Executive Officer, the Chief Financial Officer, the Chief Credit Officer and the Chief Lending Officer and other experienced lenders as appointed by the board from time to time. Commercial loans in excess of $3.0 million require the approval of the Executive Committee of the Board of Directors.

Loans to One Borrower. The maximum amount that we may lend to one borrower and the borrower’s related entities generally is limited, by regulation, to 15% of our stated capital and reserves. At March 31, 2006, our general regulatory limit on loans to one borrower was $10.8 million. At that date, our largest lending relationship was a $9.0 million construction loan secured by a hotel and restaurant in the southern New Jersey shore area. The construction project has been completed and we are working to convert this loan to permanent financing. This loan was performing according to its terms at March 31, 2006. At March 31, 2006, our second largest lending relationship consisted of three loans to one borrower totaling $4.4 million. All three of the loans were secured by commercial real estate, two in the Philadelphia metropolitan area and one in the southern New Jersey shore area. All three loans were performing according to their terms on March 31, 2006. As a result of the capital raised in the offering, our loans to one borrower limit will increase to $15.3 million at the maximum of the offering range.

Loan Commitments. We issue commitments for fixed- and adjustable-rate mortgage loans conditioned upon the occurrence of certain events. Commitments to originate mortgage loans are legally binding agreements to lend to our customers. Generally, our mortgage loan commitments expire after 30 days.

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Investment Activities

The Board of Directors reviews and approves our investment policy annually. The Risk Management Committee of the Board of Directors is responsible for establishing policies for conducting investment activities, including the establishment of risk limits. The Risk Management Committee of the Board of Directors reviews investment transactions on a monthly basis and monitors the composition and performance of the investment portfolio on a quarterly basis. The Board has directed the Chief Financial Officer to implement the investment policy.

The investment portfolio is primarily viewed as a source of liquidity. The investment portfolio management policy is designed to:

1. absorb funds when loan demand and deposit outflows are low and infuse funds into loans when loan demand is high and to fund deposit outflows;

2. generate a favorable return on investments to maximize our returns on equity and assets;

3. provide income consistent with our liquidity and safety requirements, while providing a suitable balance of quality and diversification to our balance sheet;

4. have collateral available for pledging requirements; and

5. provide a medium for the implementation of certain interest rate risk management measures intended to establish and maintain an appropriate balance between the sensitivity to changes in interest rates.

We have authority to invest in various types of liquid assets, including U.S. Treasury obligations, securities of various federal agencies and municipal governments, mortgage and asset-backed securities, corporate debt instruments, trust preferred securities and certificates of deposit of federally insured institutions. Within certain regulatory limits, we also may invest a percentage of our capital in mutual funds. We also are required to maintain an investment in Federal Home Loan Bank of Pittsburgh stock. While we have the authority under applicable law to invest in derivative securities, our investment policy does not permit this investment. We had no investments in derivative securities at March 31, 2006.

At March 31, 2006, our investment portfolio totaled $329.1 million and consisted primarily of mortgage-backed securities issued primarily by Fannie Mae, Freddie Mac and Ginnie Mae, securities of municipal governments and corporate debt securities. Corporate debt securities, such as bonds, notes and commercial paper, are obligations of a company to pay holders a fixed amount, with interest, over a predetermined period of time. Such investments tend to carry a higher rate of interest compared to other fixed income instruments, like certificates of deposit and U.S. Treasury securities, which offsets the additional risk of these investments, which are not backed by any government or agency guarantee. Also, corporate debt securities are available with different maturity dates, issuers and rates of interest, which allows us flexibility in structuring our portfolio. At March 31, 2006, we held $2.2 million in private issued mortgage-backed securities. Private issued mortgage-backed securities are “whole loan collateralized mortgage securities” that are formed from jumbo mortgages that have all the same characteristics of conforming mortgages, except for their size, issued by agency guarantors. To make up for the lack of an agency guarantor, whole loans are structured with subordinated tranches designed to achieve a triple A rating by a major rating service. The investor pays a lower price for the security but receives a higher yield.

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Deposit Activities and Other Sources of Funds

General. Deposits and loan repayments are the major sources of our funds for lending and other investment purposes. Loan repayments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are significantly influenced by general interest rates and money market conditions.

Deposit Accounts. Substantially all of our depositors are residents of the Commonwealth of Pennsylvania and the State of New Jersey. We attract deposits in our market area through advertising and through the offering a broad selection of deposit instruments, including noninterest-bearing demand accounts (such as checking accounts), interest-bearing accounts (such as NOW and money market accounts), regular savings accounts and certificates of deposit. At March 31, 2006, we did not utilize brokered deposits. However, our liquidity policy provides for the use of brokered deposits as an alternative source of funds. Deposit account terms vary according to the minimum balance required, the time periods the funds must remain on deposit and the interest rate, among other factors. In determining the terms of our deposit accounts, we consider the rates offered by our competition, our liquidity needs, profitability to us, matching deposit and loan products and customer preferences and concerns. We generally review our deposit mix and pricing weekly. Historically, our strategy was to offer competitive rates and to be the market leader on longer-term money market accounts and certificates of deposit. However, our current strategy is to offer competitive rates and to be in the middle of the market for rates on all types of deposit products.

We also offer a variety of deposit accounts designed for the businesses operating in our market area. Our business banking deposit products include a commercial checking account and a checking account specifically designed for small businesses. Additionally, we offer sweep accounts and money market accounts for businesses. We are seeking to increase our commercial deposits through the offering of these products.

Borrowings. In recent years, we have not relied upon advances from the Federal Home Loan Bank of Pittsburgh to supplement our supply of lendable funds or to meet deposit withdrawal requirements. The $30.0 million of Federal Home Loan Bank advances outstanding at March 31, 2006 were borrowed in 2001. However, after the reorganization, we expect to rely more heavily on wholesale funding in addition to retail funds to leverage the balance sheet and accelerate growth. However, due to the potential volatility of wholesale funding, we have developed ratios and limits to measure our exposure to wholesale funding.

The Federal Home Loan Bank functions as a central reserve bank providing credit for its member financial institutions. As a member, we are required to own capital stock in the Federal Home Loan Bank and are authorized to apply for advances on the security of such stock and certain of our whole first mortgage loans and other assets (principally securities which are obligations of, or guaranteed by, the United States), provided certain standards related to creditworthiness have been met. Advances are made under several different programs, each having its own interest rate and range of maturities. Depending on the program, limitations on the amount of advances are based either on a fixed percentage of an institution’s net worth or on the Federal Home Loan Bank’s assessment of the institution’s creditworthiness.

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Properties

The following table sets forth certain information relating to our properties as of March 31, 2006.

Location	Year Opened	Owned/Leased	Date of Lease Expiration		Net Book Value as of March 31, 2006
					(In thousands)
Main Office:
4390 Davisville Road Hatboro, Pennsylvania	1996	Owned	—		$	2,222
Branch Offices:
401 Rhawn Street Philadelphia, Pennsylvania	1956	Owned	—			610
815 Bustleton Pike Richboro, Pennsylvania	1985	Owned	—			553
1 Fitzwatertown Road Willow Grove, Pennsylvania	1995	Owned	—			409
1041 York Road Warminster, Pennsylvania	2000	Owned	—			904
921 West Avenue Ocean City, New Jersey	2000	Owned	—			524
6059 Black Horse Pike Egg Harbor Township, New Jersey	2000	Owned	—			923
5871 Lower York Road Lahaska, Pennsylvania	2004	Owned	—			1,518
8 U.S. Route 9 South Marmora, New Jersey	2006	Owned	—			1,606
Administrative Offices:
1225 Industrial Boulevard(1) Southampton, Pennsylvania	—	Owned	—			754
Other Properties:
811 Bustleton Pike(2) Richboro, Pennsylvania	—	Owned	—			52
Absecon, New Jersey(3)	—	Owned	—			2,008
Pleasantville, New Jersey(4)	—	Owned	—			489
67 Dowlin Forge Road(5) Exton, Pennsylvania	—	Leased	2007	(6)		—

(1) This property houses administrative, operational and information technology personnel. We have entered into a listing agreement to sell this property.

(2) This property, which includes a one- to four-family residence and adjacent parking lot, has been leased to a tenant under a lease that is automatically renewed monthly until 60 days notice is given by tenant or landlord.

(3) This property is undeveloped land we hold upon which we expect to develop a future branch by 2008.

(4) This property is undeveloped land we hold upon which we expect to develop a future branch, although we have no current plans or arrangements to do so.

(5) This property is the site of a loan production office (with deposit authority), which opened in May 2006.

(6) We have an option to renew this lease for three additional one-year periods.

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Personnel

As of March 31, 2006, we had 123 full-time employees and 22 part-time employees, none of whom is represented by a collective bargaining unit. We believe our relationship with our employees is good.

Legal Proceedings

On April 28, 2006, Gregory S. Cipa, the former President and Chief Executive Officer of Fox Chase Bank, filed a complaint against Fox Chase Bank in the Civil Division of the Court of Common Pleas of Bucks County, Pennsylvania. In the complaint, Mr. Cipa seeks payment of amounts he states he is owed under various compensation arrangements he claims were in place with Fox Chase Bank. Mr. Cipa seeks monetary damages the amount of which is unspecified but is stated to be in excess of $50,000 to be determined at trial and the payment of attorneys’ fees and litigation costs. On May 23, 2006, Fox Chase Bank answered the complaint and filed a counterclaim. Mr. Cipa answered the counterclaim on June 9, 2006. Fox Chase Bank believes this action is without merit and intends to vigorously pursue this action.

Subsidiaries

Fox Chase Bank’s only active subsidiary is Fox Chase Financial, Inc., which was formed in February 1999. As a Delaware-chartered corporation investment company, Fox Chase Financial’s purpose is to manage and hold investment securities.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

The objective of this section is to help potential investors understand our results of operations and financial condition. You should read this discussion in conjunction with the financial statements and notes to the financial statements that appear at the end of this prospectus.

Overview

The following describes various components that affect our results of operations.

Income. Our primary source of pre-tax income is net interest income. Net interest income is the difference between interest income, which is the income that we earn on our loans and securities, and interest expense, which is the interest that we pay on our deposits and Federal Home Loan Bank borrowings. To a much lesser extent, we also recognize pre-tax income from service charge income, mostly from service charges on deposit accounts and loans, from the increase in cash surrender value of our bank-owned life insurance and from the sale of loans and securities.

Provision for Loan Losses. The allowance for loan losses is maintained at a level representing management’s best estimate of known and inherent losses in the loan portfolio, based upon management’s evaluation of the portfolio’s collectibility. The allowance is established through the provision for loan losses, which is charged against income. Charge-offs, if any, are charged to the allowance. Subsequent recoveries, if any, are credited to the allowance. Management estimates the allowance balance required using past loan loss experience, information about specific borrower situations, and estimated collateral values, current economic conditions and other relevant factors. Allocation of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged off.

Expenses. The noninterest expenses we incur in operating our business consist of salaries, benefits and other compensation expenses, occupancy and equipment expenses, data processing costs, professional fees, marketing expenses, Federal Deposit Insurance Corporation premiums and various other miscellaneous expenses.

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Salaries, benefits and other compensation consist primarily of salaries and wages paid to our employees, payroll taxes and expenses for health insurance, retirement plans and other employee benefits. Following the offering, we will recognize additional annual employee compensation expenses stemming from the adoption of new stock-based benefit plans. We cannot determine the actual amount of these new stock-related compensation and benefit expenses at this time because applicable accounting practices require that they be based on the fair market value of the shares of common stock at specific points in the future. For an illustration of these expenses, see “Pro Forma Data.”

Occupancy expenses, which are the fixed and variable costs of buildings and equipment, consist primarily of depreciation charges, maintenance, real estate taxes and costs of utilities. Depreciation of premises is computed using the straight-line method based on the useful lives of the related assets, which range from ten to 39 years for buildings and premises. Leasehold improvements are amortized over the useful life of the asset or the term of the lease.

Furniture and equipment expenses, which are fixed and variable costs of equipment, consist primarily of depreciation charges, furniture and equipment expenses and maintenance. Depreciation of equipment is computed using the straight-line method based on the useful lives of the related assets, which range from three to seven years for furniture, fixtures and equipment.

Data processing costs include fees paid to our third-party data processing service and ATM expense.

Professional fees include fees paid to our independent auditors, our attorneys and to other professionals that we used to assist us with our interest rate risk management and reviews of our loan portfolio.

Marketing expenses include expenses for advertisements, promotions and premium items and public relations expenses.

Federal Deposit Insurance Corporation premiums are payments we make to the Federal Deposit Insurance Corporation for insurance of our deposit accounts.

Other expenses include expenses for supplies, telephone and postage, contributions and donations, regulatory assessments, director and committee fees, insurance premiums and other fees and expenses.

Following the offering, our noninterest expenses are likely to increase as a result of operating as a public company. These additional expenses will be primarily legal and accounting fees, expenses necessary to comply with the internal control over financial reporting provisions of the Sarbanes-Oxley Act and expenses related to stockholder communications and meetings.

We also expect that noninterest expenses will increase as a result of our strategy to expand our branch and loan production office network. These additional expenses will be primarily salaries and employee benefits and occupancy and equipment expenses. Over time, we anticipate that we will generate sufficient income to offset the expenses related to our new facilities and new employees, but we cannot assure you that our branch expansion will increase our earnings or that it will increase our earnings within a reasonable period of time.

In addition, our contribution to the charitable foundation will be an additional operating expense that will reduce net income during the fiscal quarter in which the foundation is established.

Critical Accounting Policies

We consider accounting policies involving significant judgments and assumptions by management that have, or could have, a material impact on the carrying value of certain assets or on income to be critical accounting

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policies. We consider the following to be our critical accounting policies: allowance for loan losses, deferred income taxes, mortgage servicing rights, and other-than-temporary impairment of securities.

Allowance for Loan Losses. The allowance for loan losses is maintained at a level representing management’s best estimate of known and inherent losses in the loan portfolio, based on management’s evaluation of the portfolio’s collectibility. The allowance is established through the provision for loan losses, which is charged against income. Determining the amount of the allowance for loan losses necessarily involves a high degree of judgment. Among the material estimates required to establish the allowance are: loss exposure at default; the amount and timing of future cash flows on impacted loans; value of collateral; and determination of loss factors to be applied to the various elements of the portfolio. All of these estimates are susceptible to significant change. Management reviews the level of the allowance on a quarterly basis and establishes the provision for loan losses based upon an evaluation of the portfolio, past loss experience, current economic conditions and other relevant factors related to the collectibility of the loan portfolio. Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluation. In addition, the Office of Thrift Supervision, as an integral part of its examination process, periodically reviews our allowance for loan losses. Such agency may require us to recognize adjustments to the allowance based on its judgments about information available to it at the time of its examination. A large loss could deplete the allowance and require increased provisions to replenish the allowance, which would negatively affect earnings. For additional discussion, see “—Risk Management—Analysis and Determination of the Allowance for Loan Losses” and note 1 of the notes to the consolidated financial statements included in this prospectus.

Deferred Income Taxes. We use the asset and liability method of accounting for income taxes as prescribed in Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes.” Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. If current available information raises doubt as to the realization of the deferred tax assets, a valuation allowance is established. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We exercise significant judgment in evaluating the amount and timing of recognition of the resulting tax liabilities and assets. These judgments require us to make projections of future taxable income. The judgments and estimates we make in determining our deferred tax assets, which are inherently subjective, are reviewed on a continual basis as regulatory and business factors change. Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets. A valuation allowance would result in additional income tax expense in the period, which would negatively affect earnings.

Mortgage Servicing Rights. Mortgage servicing rights associated with loans originated and sold, where servicing is retained, are capitalized and included in other intangible assets in the consolidated balance sheet. The value of the capitalized servicing rights represents the present value of the future servicing fees arising from the right to service loans in the portfolio. Critical accounting policies for mortgage servicing rights relate to the initial valuation and subsequent impairment tests. The methodology used to determine the valuation of mortgage servicing rights requires the development and use of a number of estimates, including anticipated principal amortization and prepayments of that principal balance. Events that may significantly affect the estimates used are changes in interest rates, mortgage loan prepayment speeds and the payment performance of the underlying loans. The carrying value of the mortgage servicing rights is periodically reviewed for impairment based on a disaggregated impairment test based on fair value. Impairment, if any, is recognized through a valuation allowance and is recorded as amortization of intangible assets.

Other-Than-Temporary Impairment of Securities. Statement of Financial Accounting Standards No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” and Staff Accounting Bulletin 59, “Noncurrent Marketable Equity Securities,” require companies to perform periodic reviews of individual securities in their investment portfolios to determine whether decline in the value of a security is other than temporary. A review of other-than-temporary impairment requires companies to make certain judgments regarding the nature of

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the decline, its effect on the financial statements and the probability, extent and timing of a valuation recovery and the company’s intent and ability to hold the security. Pursuant to these requirements, we assess valuation declines to determine the extent to which such changes are attributable to (1) fundamental factors specific to the issuer, such as financial condition, business prospects or other factors or (2) market-related factors, such as interest rates or equity market declines. If the decline in the market value of a security is determined to be other than temporary, we reduce the book value of such security to its current market value, recognizing the decline as a realized loss on the income statement.

Operating Strategy

Historically, we originated primarily one-to four-family residential real estate loans, which were generally funded by higher-priced term maturity deposits. However, in 2003, then-current management determined to emphasize multi-family and commercial real estate lending and construction lending, primarily in the southern New Jersey shore area where it had opened branch offices. However, due to a lack of expertise in these types of lending and a relative unfamiliarity with the market area, these loans were not properly underwritten, including receiving inadequate documentation, and, as a result, many of these loans were criticized or classified in accordance with regulatory guidelines. This type of lending and the absence of adequate underwriting, credit and collection policies and internal controls contributed to the issuance by the Office of Thrift Supervision of a Cease and Desist Order in June 2005.

Following the issuance of the Cease and Desist Order in June 2005, as required by the Order, our senior management was replaced as were all but one of our existing directors. This new management and board reassessed our strategic direction and our opportunities for profitability. The determination was made to capitalize on our 139-year tradition of strong personalized customer service, which we believe distinguishes us from the large regional banks that operate in our market area. At the same time, the decision was made to differentiate ourselves from the small community banks in our market place by leveraging the strong commercial and business expertise of our new management team and focusing on the businesses in our market area. Further, we believe that our capital, which will be significantly increased through the stock offering, allows us to make loans of a size not permitted by the de novo financial institutions in our market area, who are restrained by smaller capital levels and smaller loans-to-one borrower limits.

The new management team and board launched initiatives to collect loans at the New Jersey shore area, gather sufficient borrower information to properly document existing loans when possible, assign proper risk grades to loans following newly implemented credit risk assessment policies, establish and maintain well documented estimates for the allowance for loan losses, and establish appropriate underwriting, credit administration, and prudent credit risk management policies and procedures. As a result of these actions and continued favorable economic conditions at the New Jersey shore area, classified assets were reduced from $90.7 million at December 31, 2004 to $30.6 million at March 31, 2006. Additionally, initiatives were undertaken to strengthen the system of internal controls, improve policies and procedures and upgrade the quality and experience of management in all areas of the company. Also, to comply with the Order, we improved our board’s oversight over lending and risk exposure, developed a new business plan, improved our loan underwriting and appraisal policies, loans-to-one borrower compliance and internal asset review procedures, enhanced our credit administration and board management and governance. In addition, we were required to review and analyze our loan portfolio and, as appropriate, review our allowance for loan losses. As a result of these efforts, effective June 28, 2006, the Order to Cease and Desist was terminated.

As part of the Cease and Desist Order, we were prohibited from growing our asset size and specifically from originating various types of loans. Accordingly, our loan portfolio and asset size decreased. As a result, our funding needs decreased, so we offered less-than-market rates on our longer-term money market accounts and certificates of deposit to shorten the duration or our liabilities and decrease our deposits. However, on October 12, 2005, the restrictions on asset growth contained in the order were lifted and on February 10, 2006, the Office of Thrift Supervision terminated the lending restrictions contained in the Order. Thus, as discussed in more detail

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below, we intend to expand our product offerings, diversify our lending operations and expand our footprint and market presence in the metropolitan Philadelphia area and in the southern New Jersey shore area in an attempt to increase assets, while maintaining sound asset quality and enhancing profitability. However, our growth will be initially tempered as we continue to reduce the multi-family and commercial loan and construction loans originated by former management. To the extent that our retail funding sources do not provide for adequate funding, we will rely more heavily on wholesale funding in addition to retail funds to leverage the balance sheet and accelerate growth.

Our mission is to become the leading relationship-based business and consumer bank in our market areas by delivering financial products and services tailored to our clients’ needs. After the reorganization, we plan to continue our strategy of:

• pursuing opportunities to increase commercial lending in our primary market area;

• building profitable business and consumer relationships with an emphasis on growing transaction deposit accounts and deposit balances;

• increasing income by expanding our product offerings and continuing to emphasize customer service; and

• expanding our footprint and market presence through opening additional branch and loan production offices.

Pursuing opportunities to increase commercial lending in our primary market area

At March 31, 2006, $34.9 million, or 9.5%, of our loan portfolio consisted of multi-family and commercial real estate loans and commercial business loans. While the amount of these loans decreased in 2005, we intend to emphasize these types of lending and have recently hired a highly experienced team of nineteen commercial lending and commercial credit and risk management professionals to accelerate this initiative. We also plan to hire additional commercial lenders and cash management professionals in the future to increase this type of lending. Multi-family, commercial real estate and commercial loans provide us with the opportunity to earn more income because they tend to have higher interest rates than residential mortgage loans. Moreover, loans secured by multi-family and commercial real estate and business assets are generally larger and involve a greater degree of risk than one-to four-family residential mortgage loans. Consequently, multi-family and commercial real estate and commercial business loans typically have higher yields, which increase our net interest margin and net interest spread. In addition, these loans are beneficial for interest rate risk management because they typically have shorter terms and adjustable interest rates. There are many multi-family and commercial real estate properties and commercial businesses located in our market area, and with the additional capital raised in the offering we may pursue the larger lending relationships associated with these opportunities, while continuing to originate any such loans in accordance with what we believe are our conservative underwriting guidelines.

Commercial lending generally exposes a lender to greater risk of non-payment and loss than one- to four-family residential mortgage loans. To mitigate against the potential for this loss, in the past year, we have added significant commercial credit expertise through the hiring of our chief credit officer, chief administrative officer, chief lending officer and a credit risk manager. Additionally, we have created and revamped where necessary, our commercial lending credit-related policies and procedures. For a discussion of the risks related to our commercial loan portfolio, see “Our Business—Loan Underwriting Risks.”

Building profitable business and consumer relationships with an emphasis on growing transaction deposit accounts and deposit balances

We believe a solid banking relationship is best expressed in the form of the primary transaction account. For consumers this is the household checking account from which they pay their bills. For businesses it is one or

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more operating accounts and related cash management services. The primary transaction account is distinguished from other financial services in that it has no maturity or payoff. It is the enduring link between client and bank that anchors the banker-client relationship. We intend to focus our resources on growing profitable business and consumer relationships built upon the primary transaction account. This is becoming increasing difficult. More competitors recognize the inherent relationship-value of the primary consumer and business transaction account and more automated payment links in the form of direct debits and direct deposits make it increasingly inconvenient to switch from one bank to another. Yet there remain opportunities to deliver what clients care about most in the form of exceptional service and convenience.

There are many factors that affect the profitability of client relationships, some of which are beyond our control. We use a number of business disciplines to promote profitable relationships that include who we target to become clients, how we price our products and services, how we underwrite and administer loans, how we identify, measure, monitor and manage risk, how we deploy our capital and how we manage and control costs. These measures combine to promote profitable relationships.

Increasing income by expanding our product offerings and continuing to emphasize customer service

We are striving to become a full-service financial services company offering our customers a broad range of loan and deposit products. On the lending side, we have recently developed commercial loan products, including unsecured lines of credit, letters of credit, commercial mortgage loans, revolving credit facilities and commercial construction loans. On the deposit side, we also plan to broaden our deposit products and services, including offering on-line bill payment, a suite of cash management products and custodial services.

While a full array of products and services is essential, we recognize that our clients do not necessarily buy banking products or services, but rather they buy a wide number of satisfactions that are attained through the effective use of our products and services. Our products and services are merely a vehicle to the attainment of client satisfaction. For example, a business client does not so much buy a commercial loan as buys the satisfaction of growing their company that is enabled by the working capital that comes from the loan. Our commitment to delivering what our clients care about most is our link between our products and services and client satisfaction.

Expanding our footprint and market presence through opening additional branch and loan production offices

In March 2006, we opened a new office in Marmora, New Jersey, in May 2006, we opened a loan production office (with deposit authority) in Exton, Pennsylvania and in July 2006, we opened a loan production office (with deposit authority) in Media, Pennsylvania. Additionally, we expect to build a branch office by 2008 on land we own in Absecon, New Jersey. We also plan to open a new loan production office (with deposit authority) in 2006 in Plymouth Meeting, Pennsylvania to assist our commercial lending initiative. We also will consider expansion in and around our current market area in future years, whether through de novo branching or acquisition. However, we have not entered into any binding commitments regarding our expansion plans. The new branches have been and are expected to continue to be, funded by cash generated by our business. Consequently, we do not expect to borrow funds for these expansion projects. Furthermore, funding for these expansion projects is not contingent on this offering.

We expect that our Marmora branch will become profitable beginning in the first quarter of 2009. To achieve this, we anticipate that we will need to obtain in excess of $22.0 million in deposits. At June 30, 2006, our Marmora branch office had $1.4 million in deposits. We expect that our three loan production offices in Exton, Media and Plymouth Meeting, Pennsylvania will become profitable beginning in the third quarter of 2008. To achieve this, we anticipate that these offices will need to originate in excess of $158.0 million of loans. However, there can be no assurance that any of these new offices will ever become profitable. During the period of time before a branch office or loan production facility can become profitable, operating an office will negatively impact our net

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income. See “Risk Factors—Risks Related to Our Business—If we do not achieve profitability on our new branches and loan production offices, the new offices may reduce our earnings.”

Balance Sheet Analysis

Loans. Our primary lending activity is the origination of one- to four-family residential loans. We also originate multi-family and commercial real estate loans, construction loans and consumer loans. While we have not historically originated commercial loans, we have begun to emphasize this type of lending.

The largest segment of our loan portfolio is one- to four-family residential loans. At March 31, 2006, these loans totaled $225.2 million, or 61.8% of total loans. At December 31, 2005, these loans totaled $228.5 million, or 60.9% of total loans, compared to $250.0 million, or 50.1% of total loans, at December 31, 2004 and $262.8 million, or 62.7% of total loans, at December 31, 2003. The size of our one- to four-family residential loan portfolio has decreased over this two-year period as we have sold $130.3 million in longer-term fixed rate one- four-family residential real estate loans in the secondary market, with servicing retained, in an effort to manage our interest rate risk.

Multi-family and commercial real estate loans totaled $34.7 million and represented 9.5% of total loans at March 31, 2006. At December 31, 2005, these loans totaled $32.9 million, or 8.8% of total loans, compared to $85.6 million, or 17.2% of total loans, at December 31, 2004 and $57.5 million, or 13.7% of total loans, at December 31, 2003. In 2003, our former management commenced a loan program in the southern New Jersey shore area where it had recently opened new branch offices, which included loans on multi-family housing units, condominiums and seasonal businesses such as restaurants and bars. However, due to a lack of expertise in this type of lending, a relative unfamiliarity with the market area and inadequate underwriting (including inadequate documentation), many of the loans were criticized or classified. See “—Risk Management—Analysis of Nonperforming and Classified Assets.” In 2005, new management ceased originating these loans and made significant efforts to reduce this segment of the loan portfolio through increased collection efforts, including adding personnel and implementing more comprehensive procedures and policies, and attempting, when possible, to have the loans refinanced to other financial institutions.

Construction loans totaled $22.5 million, or 6.2% of total loans at March 31, 2006. At December 31, 2005, these loans totaled $31.0 million, or 8.3% of total loans, compared to $92.2 million, or 18.5% of total loans, at December 31, 2004 and $46.9 million, or 11.2% of total loans, at December 31, 2003. In 2003, former management commenced an acquisition, development and construction loan program in the southern New Jersey shore area where it had recently opened new branch offices. However, due to a lack of expertise in this type of lending and a relative unfamiliarity with the market area, the proper documentation on these types of loans was not received and many of the loans were criticized or classified. See “—Risk Management—Analysis of Nonperforming and Classified Assets.” In 2005, new management, pursuant to the requirements of the Cease and Desist Order instituted by the Office of Thrift Supervision, ceased originating these loans and many of the construction projects on which these loans where originated have been completed. Management expects further decreases in construction loans in the future until these types of construction loans originated by former management have all been collected and removed from the portfolio.

Consumer loans totaled $82.2 million, or 22.5% of total loans at March 31, 2006. At December 31, 2005, these loans totaled $82.7 million, or 22.0% of total loans, compared to $70.6 million, or 14.2% of total loans, at December 31, 2004 and $51.9 million, or 12.4% of total loans, at December 31, 2003. Growth in the consumer loan portfolio was primarily attributable to promotion of our fixed-rate home equity loan and our home equity line of credit products. Further, this type of lending increased as it was not a loan prohibited from being originated under the Cease and Desist Order instituted by the Office of Thrift Supervision.

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The following table sets forth the composition of our loan portfolio at the dates indicated.

	At March 31, 2006					At December 31,
						2005					2004					2003					2002					2001
	Amount			Percent		Amount			Percent		Amount			Percent		Amount			Percent		Amount			Percent		Amount			Percent
	(Dollars in thousands)
Real estate loans:
One- to four-family	$	225,164		61.8	%	$	228,476		60.9	%	$	250,015		50.1	%	$	262,753		62.7	%	$	350,651		84.3	%	$	353,343		89.7	%
Multi-family and commercial		34,681		9.5			32,923		8.8			85,585		17.2			57,495		13.7			16,173		3.9			5,276		1.3
Construction		22,466		6.2			31,015		8.3			92,210		18.5			46,850		11.2			—		—			—		—
Total real estate loans		282,311		77.5			292,414		78.0			427,810		85.8			367,098		87.6			366,824		88.2			358,619		91.0
Consumer loans:
Home equity loans		67,357		18.5			65,003		17.3			49,154		9.9			36,065		8.6			34,585		8.4			27,967		7.1
Automobile		1,157		0.3			1,280		0.3			1,872		0.4			1,439		0.4			2,589		0.6			3,936		1.0
Lines of credit		13,465		3.7			16,269		4.3			18,249		3.6			13,947		3.3			11,314		2.7			3,177		0.8
Other		172		—			188		0.1			1,305		0.3			438		0.1			465		0.1			363		0.1
Total consumer loans		82,151		22.5			82,740		22.0			70,580		14.2			51,889		12.4			48,953		11.8			35,443		9.0
Commercial		175		—			175		—			175		—			175		—			115		—			115		—
Total loans		364,637		100.0	%		375,329		100.0	%		498,565		100.0	%		419,162		100.0	%		415,892		100.0	%		394,177		100.0	%
Less:
Deferred loan origination fees and discounts		(559	)				(587	)				(1,568	)				(2,615	)				(3,671	)				(4,695	)
Allowance for loan losses		(8,349	)				(8,349	)				(14,391	)				(2,109	)				(2,082	)				(975	)
Total loans, net	$	355,729				$	366,393				$	482,606				$	414,438				$	410,139				$	388,507

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Loan Maturity

The following tables set forth certain information at March 31, 2006 and December 31, 2005 regarding the dollar amount of loan principal repayments becoming due during the periods indicated. The tables do not include any estimate of prepayments which significantly shorten the average life of all loans and may cause our actual repayment experience to differ from that shown below. Demand loans having no stated schedule of repayments and no stated maturity are reported as due in one year or less. The amounts shown below exclude unearned interest on consumer loans and deferred loan fees.

	At March 31, 2006
	One- to Four- Family Loans		Multi-family and Commercial Real Estate Loans		Construction Loans		Consumer Loans		Commercial Loans		Total Loans
	(In thousands)
Amounts due in:
One year or less	$	17	$	940	$	22,086	$	550	$	175	$	23,768
More than one year to two years		307		487		380		2,292		—		3,466
More than two years to three years		1,508		—		—		5,045		—		6,553
More than three years to five years		1,427		219		—		13,038		—		14,684
More than five years to ten years		15,292		1,471		—		16,642		—		33,405
More than ten years to fifteen years		92,408		5,172		—		44,584		—		142,164
More than fifteen years		114,205		26,392		—		—		—		140,597
Total	$	225,164	$	34,681	$	22,466	$	82,151	$	175	$	364,637
	At December 31, 2005
	One- to Four- Family Loans		Multi-family and Commercial Real Estate Loans		Construction Loans		Consumer Loans		Commercial Loans		Total Loans
	(In thousands)
Amounts due in:
One year or less	$	13	$	—	$	29,492	$	367	$	175	$	30,047
More than one year to two years		258		—		1,523		2,496		—		4,277
More than two years to three years		1,437		—		—		5,661		—		7,098
More than three years to five years		1,472		—		—		12,720		—		14,192
More than five years to ten years		16,679		224		—		15,285		—		32,188
More than ten years to fifteen years		94,116		5,255		—		29,942		—		129,313
More than fifteen years		114,501		27,444		—		16,269		—		158,214
Total	$	228,476	$	32,923	$	31,015	$	82,740	$	175	$	375,329

The following table sets forth the dollar amount of all loans at March 31, 2006 that are due after March 31, 2007 and have either fixed interest rates or adjustable interest rates. The amounts shown below exclude unearned interest on consumer loans and deferred loan fees.

	Fixed-Rates		Floating or Adjustable Rates		Total
	(In thousands)
Real estate loans:
One- to four-family	$	198,591	$	26,556	$	225,147
Multi-family and commercial		29,100		4,641		33,741
Construction		380		—		380
Consumer loans		68,136		13,465		81,601
Commercial loans		—		—		—
Total	$	296,207	$	44,662	$	340,869

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The following table sets forth the dollar amount of all loans at December 31, 2005 that are due after December 31, 2006 and have either fixed interest rates or adjustable interest rates. The amounts shown below exclude unearned interest on consumer loans and deferred loan fees.

	Fixed-Rates		Floating or Adjustable Rates		Total
	(In thousands)
Real estate loans:
One- to four-family	$	201,492	$	26,971	$	228,463
Multi-family and commercial		28,748		4,175		32,923
Construction		1,523		—		1,523
Consumer loans		66,104		16,269		82,373
Commercial loans		—		—		—
Total	$	297,867	$	47,415	$	345,282

Securities. Our securities portfolio consists primarily of callable U.S. government agency bonds and U.S. government agency mortgage-backed securities. Securities decreased $444,000, or 0.1%, in the quarter ended March 31, 2006 primarily as a result of the sale of our $17.0 million investment in a mutual fund, offset by increases in mortgage-related securities, state and political subdivisions and obligations of U.S. government agencies. We recorded a $394,000 loss on the mutual fund during 2005 upon our determination that the mutual fund was other-than-temporarily impaired. We recorded an additional loss of $17,000 on the date of sale in March 2006. In 2005 and 2004, our securities decreased $695,000 and $5.0 million, respectively, primarily due to decreases in corporate debt securities and mutual funds, offset by increases in obligations of U.S. government agencies and mortgage-related securities. The reduction in corporate debt securities reflected the sale of lower-yielding adjustable-rate perpetual preferred stock of Freddie Mac in an effort to reposition the securities portfolio towards higher-yielding investments.

The following table sets forth the amortized cost and fair values of our securities portfolio at the dates indicated. All of our securities were available-for-sale at the dates indicated.

	At March 31, 2006				At December 31,
					2005				2004				2003
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(In thousands)
Obligations of U.S. government agencies	$	101,305	$	99,972	$	99,602	$	98,308	$	90,318	$	89,252	$	84,989	$	84,847
State and political subdivisions		23,083		22,870		18,863		18,808		18,493		18,571		17,361		17,513
Mortgage-related securities		201,232		198,475		189,698		187,721		185,263		185,178		176,414		176,474
Corporate debt securities		7,890		7,743		7,926		7,603		15,398		15,559		34,338		35,102
Mutual funds		—		—		17,064		17,064		21,879		21,639		21,366		21,277
Total	$	333,510	$	329,060	$	333,153	$	329,504	$	331,351	$	330,199	$	334,468	$	335,213

At March 31, 2006 and December 31, 2005, we had no investments in a single company or entity (other than U.S. Government-sponsored entity securities) that had an aggregate book value in excess of 10% of our equity at March 31, 2006 and December 31, 2005, respectively.

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The following table sets forth the stated maturities and weighted average yields of investment securities at March 31, 2006. Weighted average yields on tax-exempt securities are not presented on a tax equivalent basis as the amount would be immaterial. Certain mortgage-backed securities have adjustable interest rates and will reprice annually within the various maturity ranges. These repricing schedules are not reflected in the table below.

	One Year or Less				More than One Year to Five Years				More than Five Years to Ten Years				More than Ten Years				Total
	Carrying Value		Weighted Average Yield		Carrying Value		Weighted Average Yield		Carrying Value		Weighted Average Yield		Carrying Value		Weighted Average Yield		Carrying Value		Weighted Average Yield
	(Dollars in thousands)
Obligations of U.S. government agencies	$	47,000	3.54	%	$	44,305	4.11	%	$	10,000	3.97	%	$	—	—	%	$	101,305	3.83	%
State and political subsidiaries		—	—			—	—			7,997	5.51			15,086	6.14			23,083	5.91
Mortgage-related securities		—	—			44,646	3.88			14,313	4.31			142,273	4.60			201,232	4.42
Corporate debt securities		7,890	4.15			—	—			—	—			—	—			7,890	4.15
Total	$	54,890	3.63		$	88,951	4.00		$	32,310	4.50		$	157,359	4.75		$	333,510	4.34

The following table sets forth the stated maturities and weighted average yields of investment securities at December 31, 2005. Weighted average yields on tax-exempt securities are not presented on a tax equivalent basis as the amount would be immaterial. Certain mortgage-backed securities have adjustable interest rates and will reprice annually within the various maturity ranges. These repricing schedules are not reflected in the table below.

	One Year or Less				More than One Year to Five Years				More than Five Years to Ten Years				More than Ten Years				Total
	Carrying Value		Weighted Average Yield		Carrying Value		Weighted Average Yield		Carrying Value		Weighted Average Yield		Carrying Value		Weighted Average Yield		Carrying Value		Weighted Average Yield
	(Dollars in thousands)
Obligations of U.S. government agencies	$	49,300	2.61	%	$	40,302	3.88	%	$	10,000	3.93	%	$	—	—	%	$	99,602	3.26	%
State and political subsidiaries		—	—				—			7,392	5.52			11,472	6.15			18,864	5.90
Mortgage-related securities		—	—			47,406	3.85			15,195	4.29			127,097	4.21			189,698	4.13
Corporate debt securities		3,841	3.71			4,084	4.57			—	—			—	—			7,925	4.15
Total	$	53,141	2.69		$	91,792	3.90		$	32,587	4.46		$	138,569	4.37		$	316,089	3.96

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Deposits. Our primary source of funds is our deposit accounts, which are comprised of noninterest-bearing accounts, interest-bearing NOW accounts, money market accounts, savings accounts and certificates of deposit. These deposits are provided primarily by individuals and business within our market areas. Deposits decreased $26.4 million, or 3.9%, for the quarter ended March 31, 2006 primarily as a result of decreases in NOW accounts, certificates of deposit and savings accounts due to the high level of competition and the nature of the single-relationship we have with our depositors. Additionally, the decrease in NOW accounts was also attributable to the decrease in construction loans. We require that our construction loan borrowers maintain a compensating balance, in the form of a NOW account, with us. As these loans were paid off or refinanced at other institutions the borrowers withdrew their compensating balance. During 2005, our deposits decreased by $122.9 million, or 15.3%, primarily as a result of decreased money market accounts and certificates of deposit primarily due to lower rates of interest offered. The decrease in money market accounts and increase in NOW accounts reflected the addition of check writing features to certain money market accounts in 2005 thereby causing $98.9 million of such accounts to be reclassified as NOW accounts. Deposits increased in 2004 by $81.4 million, or 11.2%. This increase was primarily the result of higher interest rates offered. Traditionally, we attempted to be the market leader in rates on longer-term money market accounts and certificates of deposit. However, in 2005, the new management, in connection with the planned shrinking of the balance sheet, offered rates that lagged behind the market as it attempted to allow the longer-term money market accounts and certificates of deposit to run-off, thereby shortening the duration of its liabilities. Deposit rates were raised to be competitive in the market in November 2005.

The following table sets forth the balances of our deposit products at the dates indicated.

	At March 31, 2006		At December 31,
			2005		2004		2003
	(In thousands)
Noninterest-bearing demand accounts	$	36,467	$	37,876	$	29,119	$	28,105
NOW accounts		75,925		87,072		44,118		37,799
Money market accounts		26,998		27,975		132,803		55,351
Savings accounts		76,300		80,098		92,427		106,932
Certificates of deposit		440,202		449,286		506,783		495,651
Total	$	655,892	$	682,307	$	805,250	$	723,838

The following table indicates the amount of jumbo certificates of deposit by time remaining until maturity as of March 31, 2006 and December 31, 2005. Jumbo certificates of deposit require minimum deposits of $100,000. We did not have any brokered deposits as of March 31, 2006 and December 31, 2005.

Maturity Period	Certificates of Deposits
	(In thousands)
At March 31, 2006
Three months or less	$	7,012
Over three through six months		11,615
Over six through twelve months		10,029
Over twelve months		42,585
Total	$	71,241
At December 31, 2005
Three months or less	$	5,119
Over three through six months		5,541
Over six through twelve months		15,182
Over twelve months		43,507
Total	$	69,349

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The following table sets forth the time deposits classified by rates at the dates indicated.

	At March 31, 2006		At December 31,
			2005		2004		2003
	(In thousands)
0.00 - 1.00%	$	—	$	—	$	—	$	9,572
1.01 - 2.00%		—		77		96,618		127,580
2.01 - 3.00%		95,026		144,197		164,696		158,256
3.01 - 4.00%		228,494		210,739		143,561		133,317
4.01 - 5.00%		80,941		57,573		57,193		11,891
5.01 - 6.00%		15,478		16,332		17,300		22,671
6.01 - 7.00%		20,263		20,368		27,415		32,364
Total	$	440,202	$	449,286	$	506,783	$	495,651

The following table sets forth the amount and maturities of time deposits classified by rates at March 31, 2006.

	Amount Due
	Less Than One Year		More Than One Year to Two Years		More Than Two Years to Three Years		More Than Three Years		Total		Percent of Total Time Deposit Accounts
	(Dollars in thousands)
0.00 - 1.00%	$	—	$	—	$	—	$	—	$	—	—	%
1.01 - 2.00%		—		—		—		—		—	—
2.01 - 3.00%		93,864		1,054		9		99		95,026	21.6
3.01 - 4.00%		115,899		51,654		42,108		18,833		228,494	51.9
4.01 - 5.00%		13,658		13,046		5,922		48,315		80,941	18.4
5.01 - 6.00%		1,366		8,191		1,333		4,588		15,478	3.5
6.01 - 7.00%		1,073		3,018		922		15,250		20,263	4.6
Total	$	225,860	$	76,963	$	50,294	$	87,085	$	440,202	100.0	%

The following table sets forth the time deposit activity for the periods indicated.

	Three Months Ended March 31, 2006			Year Ended December 31,
				2005			2004			2003
	(In thousands)
Beginning balance	$	449,286		$	506,783		$	495,651		$	508,874
(Decrease) before interest credited		(13,054	)		(73,870	)		(4,109	)		(30,362	)
Interest credited		3,970			16,373			15,241			17,139
Net increase (decrease) in time deposits		(9,084	)		(57,497	)		11,132			(13,223	)
Ending balance	$	440,202		$	449,286		$	506,783		$	495,651

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Borrowings. We utilize borrowings from the Federal Home Loan Bank of Pittsburgh to supplement our supply of funds for loans and investments.

	Three Months Ended March 31, 2006			Year Ended December 31,
				2005			2004			2003
	(Dollars in thousands)
Maximum amount of advances outstanding at any month end during the period	$	30,000		$	30,000		$	30,000		$	30,000
Average advances outstanding during the period		30,000			30,000			30,000			30,000
Weighted average interest rate during the period		4.88	%		4.88	%		4.88	%		4.88	%
Balance outstanding at end of period	$	30,000		$	30,000		$	30,000		$	30,000
Weighted average interest rate at end of period		4.88	%		4.88	%		4.88	%		4.88	%

Results of Operations for the Three Months Ended March 31, 2006 and 2005

Overview.

	2006			2005			% Change
	(Dollars in thousands)
Net income	$	268		$	1,167		(77.0	)%
Return on average assets		0.14	%		0.53	%	(73.6	)
Return on average equity		1.68	%		8.28	%	(79.7	)
Average equity to average assets		8.39	%		6.36	%	31.9

Net income decreased $899,000, or 77.0%, for the quarter ended March 31, 2006 compared to the quarter ended March 31, 2005.

Net Interest Income. Net interest income decreased by $939,000 or 18.9%, to $4.0 million in the quarter ended March 31, 2006 compared to the quarter ended March 31, 2005. Total interest income decreased $1.3 million or 12.8%, to $8.9 million for the quarter ended March 31, 2006 compared to the quarter ended March 31, 2005, as interest income on loans decreased while interest income on securities increased. Interest income on loans decreased 26.0% to $5.4 million between the periods due to a decrease in average balances while average yields remained nearly the same. Interest income on securities increased 20.8% to $3.5 million between the periods due to an increase in average yield.

Total interest expense decreased $367,000 or 7.0% to $4.9 million for the quarter ended March 31, 2006, due primarily to a $136.5 million decrease in average balances offset by 32 basis point increase in average deposit costs.

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Average Balances and Yields. The following table presents information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting annualized average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented. For purposes of this table, average balances have been calculated using month-end balances, and nonaccrual loans are included in average balances only. Management does not believe that the use of month-end balances instead of daily average balances has caused any material differences in the information presented. Loan fees are included in interest income on loans and are insignificant. Yields are not presented on a tax-equivalent basis. Any adjustments necessary to present yields on a tax-equivalent basis are insignificant.

		Three Months Ended March 31,
	At March 31, 2006	2006							2005
	Yield/ Cost	Average Balance			Interest and Dividends		Yield/ Cost		Average Balance			Interest and Dividends		Yield/ Cost
	(Dollars in thousands)
Assets:
Interest-earning assets:
Interest-bearing demand deposits	4.57%	$	21,781		$	263	4.83	%	$	28,293		$	182	2.57	%
Mortgage-backed securities	4.87		193,958			1,886	3.89			183,011			1,434	3.13
Taxable securities	3.81		124,472			1,103	3.54			130,357			1,056	3.24
Nontaxable securities	3.89		21,346			206	3.86			18,493			189	4.09
Loans	5.90		369,771			5,425	5.87			495,208			7,328	5.92
Allowance for loan losses	—		(8,349	)		—	—			(12,724	)		—	—
Net loans	5.90		361,422			—	5.87			482,484			—	5.92
Total interest-earning assets	5.21		722,979			8,883	4.86			842,638			10,189	4.76
Noninterest-earning assets			38,783							43,159
Total assets		$	761,762						$	885,797
Liabilities and equity:
Interest-bearing liabilities:
NOW and money market deposit accounts	1.42	$	108,924			381	1.42		$	167,884			618	1.49
Savings accounts	0.70		77,094			134	0.70			90,321			204	0.92
Certificates of deposit	3.84		440,144			3,970	3.66			504,472			4,030	3.24
Total interest-bearing deposits	3.05		626,162			4,485	2.90			762,677			4,852	2.58
FHLB advances	4.88		30,000			366	4.88			30,000			366	4.88
Total interest-bearing liabilities	3.14		656,162			4,851	3.00			792,677			5,218	2.67
Noninterest-bearing liabilities			33,379							31,475
Other non-interest bearing liabilities			8,329							5,270
Total liabilities			697,870							829,422
Retained earnings			66,188							57,748
Accumulated comprehensive income			(2,296	)						(1,373	)
Total equity		$	63,892						$	56,375
Total liabilities and equity		$	761,762						$	885,797
Net interest income					$	4,032						$	4,971
Interest rate spread	2.07						1.86	%						2.09	%
Net interest margin							2.21	%						2.32	%
Average interest-earning assets to average interest-bearing liabilities							110.18	%						106.30	%

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Rate/Volume Analysis. The following table sets forth the effects of changing rates and volumes on our net interest income. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. For purposes of this table, changes attributable to changes in both rate and volume that cannot be segregated have been allocated proportionally based on the changes due to rate and the changes due to volume.

	Three Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2005
	Increase (Decrease) Due to
	Volume			Rate			Net
	(In thousands)
Interest and dividend income:
Interest-bearing demand deposits	$	(42	)	$	123		$	81
Loans		(1,856	)		(47	)		(1,903	)
Mortgage-backed securities		86			366			452
Taxable securities		(48	)		95			47
Nontaxable securities		29			(12	)		17
Total interest-earning assets		(1,831	)		525			(1,306	)
Interest expense:
NOW and money market deposits		(219	)		(18	)		(237	)
Savings accounts		(30	)		(40	)		(70	)
Certificates of deposit		(520	)		460			(60	)
Total interest-bearing deposits		(769	)		402			(367	)
FHLB advances		—			—			—
Total interest-bearing liabilities		(769	)		402			(367	)
Net change in interest income	$	(1,062	)	$	123		$	(939	)

Provision for Loan Losses. No provision for loan losses was taken for the three months ended March 31, 2006 or for the same period in 2005. The absence of a provision for loan losses was due to a lack of charge-offs in the period, the lending restrictions on us, which restrained loan growth and did not allow us to originate additional higher-risk loans, and a decrease in non-performing and classified assets.

An analysis of the changes in the allowance for loan losses is presented under “Risk Management—Analysis and Determination of the Allowance for Loan Losses.”

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NonInterest Income. The following table shows the components of noninterest income for the three months ended March 31, 2006 and 2005.

	Three Months Ended March 31,					% Change
	2006			2005
	(In thousands)
Service charges and other fee income	$	194		$	186	4.3	%
Net gain (loss) on sale of:
Loans		(12	)		6	(300.0	)
Assets acquired through foreclosure		85			—	1,316.7
Securities (losses) gains and impairment losses, net		(17	)		59	(128.8	)
Income on bank-owned life insurance		104			104	—
Other		74			89	(16.9	)
Total	$	428		$	444	(3.6	)

During the three months ended March 31, 2006, noninterest income decreased $16,000, or 3.6%, compared to the same quarter in 2005, due primarily to a loss on available-for-sale securities, offset by increases on gains on assets sold through foreclosure. The loss on the sale of available-for-sale securities in 2006 reflected the sale of an investment in a mutual fund that had been deemed other-than-temporarily impaired during the fourth quarter of fiscal 2005. Gain on assets acquired through foreclosure were due to the sale of one residential property acquired through foreclosure that was sold in 2006.

NonInterest Expense. The following table shows the components of noninterest expense and the percentage changes for the quarters ended March 31, 2006 and 2005.

	Three Months Ended March 31,				% Change
	2006		2005
	(In thousands)
Salaries, benefits and other compensation	$	2,095	$	2,120	(1.2	)%
Occupancy expense		349		476	(26.7	)
Furniture and equipment expense		184		173	6.4
Data processing costs		329		319	3.1
Professional fees		480		146	228.8
Marketing expense		82		101	(18.8	)
FDIC premiums		341		28	1,117.9
Other		326		425	(23.3	)
Total	$	4,186	$	3,788	10.5

Noninterest expenses increased due primarily to increases in professional fees and Federal Deposit Insurance Corporation premiums offset by a decrease in occupancy expense. The increased Federal Deposit Insurance Corporation premiums resulted from our designation by the Office of Thrift Supervision as a troubled institution for regulatory purposes in January 2005. However, due to the lifting of our troubled institution designation in June 2006, we anticipate that our Federal Deposit Insurance Corporation premiums will return to historic levels. Professional fees increased in 2006 due to the hiring of a consulting firm to assist with the implementation of internal policies and procedures related to the Sarbanes-Oxley Act. Occupancy expense decreased primarily due to a change in the amount of depreciation expense on two of our office buildings due to a change in the estimated life of the assets and due to a reduction in the cost of property maintenance.

Income Taxes. Income tax expense for the quarter ended March 31, 2006 was $6,000 compared to $460,000 for the quarter ended March 31, 2005. Income taxes decreased due to less pre-tax income for the quarter ended March 31, 2006 when compared to the quarter ended March 31, 2005. Due to the lower level of earnings in 2006, tax exempt income offset substantially all for the income tax provision for the three months ended March 31, 2006.

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Results of Operations for the Years Ended December 31, 2005, 2004 and 2003

Overview.

	Years Ended December 31,
	2005			2004			2003
	(Dollars in thousands)
Net income (loss)	$	5,960		$	(1,888	)	$	4,791
Return on average assets		0.71	%		(0.21	)%		0.59	%
Return on average equity		9.50			(2.82	)		7.64
Average equity to average assets		7.44			7.59			7.67

2005 vs. 2004. Net income increased $7.8 million for 2005 compared to 2004 primarily due to a $6.0 million credit to the allowance for loan losses in 2005 compared to a provision for loan losses of $12.3 million in 2004, offset by a decrease in net interest income and noninterest income and increases in noninterest expenses.

2004 vs. 2003. Net income decreased $6.7 million for 2004 compared to 2003. The decrease in net income was primarily the result of a $12.3 million increase in the provision for loan losses, a decrease in noninterest income and an increase in noninterest expense, offset by an increase in net interest income.

Net Interest Income.

2005 vs. 2004. Net interest income decreased by $969,000, or 5.4%, to $16.9 million in 2005. Total interest income increased $35,000, or 0.1%, to $37.6 million for 2005, as increases in interest and dividends on securities were offset by a decrease in interest income on loans. Interest income on loans decreased 6.1% to $25.7 million between the periods due to an decrease in average balances and a 15 basis point decrease in the average yield. Interest income on securities increased 16.7% to $11.9 million between the periods due to an increase in average yield as proceeds from maturing or sold securities were reinvested into securities with a higher yield. Securities also increased due to an increase in the average balances.

Total interest expense increased $1.0 million or 5.1% to $20.7 million for 2005, due primarily to a 27 basis point increase in average deposit costs, which was partially offset by a $39.1 million decrease in average balances. The decrease in average balances was caused by a a $20.8 million decrease in the average balance of certificates of deposit, a $9.7 million decrease in NOW and money market deposit accounts and an $8.6 million decrease in the average balance of savings accounts. Due to the lending restrictions imposed on us by the Office of Thrift Supervision in 2005, we had reduced liquidity needs and allowed these deposits to run-off.

2004 vs. 2003. Net interest income increased by $3.0 million, or 20.2%, to $17.9 million in 2004. Total interest income increased $2.0 million, or 5.7%, to $37.6 million for 2004 due to a increase in interest income on loans and mortgage-related securities. Interest income on loans increased 2.9% to $27.4 million primarily due to an increase in the average balance of loans, partially offset by a decrease in the yield. Interest income on mortgage-related securities increased 17.4% to $5.2 million between the periods due to increased yields. Total interest expense decreased $969,000, or 4.7%, to $19.7 million for 2004 due primarily to a reduction in interest rates that more than offset the growth in deposits. During this period, our certificates of deposit accounts and savings accounts experienced decreases in average costs by 11.0%, and 17.0%, respectively.

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Average Balances and Yields. The following table presents information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting annualized average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented. For purposes of this table, average balances have been calculated using month-end balances, and nonaccrual loans are included in average balances only. Management does not believe that the use of month-end balances instead of daily average balances has caused any material differences in the information presented. Loan fees are included in interest income on loans and are insignificant. Yields are not presented on a tax-equivalent basis. Any adjustments necessary to present yields on a tax-equivalent basis are insignificant.

	Years Ended December 31,
	2005							2004							2003
	Average Balance			Interest and Dividends		Yield/ Cost		Average Balance			Interest and Dividends		Yield/ Cost		Average Balance			Interest and Dividends		Yield/ Cost
	(Dollars in thousands)
Assets:
Interest-earning assets:
Interest-earning demand deposits	$	43,973		$	1,549	3.53	%	$	38,507		$	511	1.33	%	$	49,385		$	523	1.06	%
Mortgage-backed securities		183,931			5,641	3.07			185,135			5,178	2.80			215,679			4,409	2.04
Taxable securities		120,732			3,935	3.26			131,479			3,787	2.88			117,286			3,419	2.92
Nontaxable securities		20,298			754	3.71			17,833			704	3.95			14,229			561	3.94
Loans		455,711			25,722	5.64			472,763			27,386	5.79			397,277			26,621	6.70
Allowance for loan losses		(13,849	)		—	—			(3,133	)		—	—			(1,780	)		—	—
Net loans		441,862			25,722	5.64			469,630			27,386	5.79			395,497			26,621	6.70
Total interest-earning assets		810,796			37,601	4.56			842,584			37,566	4.44			792,076			35,533	4.48
Noninterest-earning assets		30,765							40,123							25,849
Total assets	$	841,561						$	882,707						$	817,925
Liabilities and equity:
Interest-bearing liabilities:
NOW and money market deposit accounts	$	137,370			2,091	1.52		$	147,070			2,059	1.40		$	78,452			842	1.07
Savings accounts		88,501			748	0.85			97,103			904	0.93			104,654			1,171	1.12
Certificates of deposit		487,401			16,373	3.36			508,235			15,241	3.00			509,046			17,139	3.37
Total interest-bearing deposits		713,272			19,212	2.69			752,408			18,204	2.42			692,152			19,152	2.77
FHLB advances		30,000			1,485	4.95			30,000			1,489	4.96			30,000			1,510	5.03
Total interest-bearing liabilities		743,272			20,697	2.78			782,408			19,693	2.52			722,152			20,662	2.86
Non-interest-bearing deposits		33,054							27,092							26,276
Other non-interest bearing liabilities		2,507							6,174							6,749
Total liabilities		778,833							815,674							755,177
Retained earnings		64,565							67,162							61,501
Accumulated comprehensive income		(1,837	)						(129	)						1,247
Total equity	$	62,728						$	67,033						$	62,748
Total liabilities and equity	$	841,561						$	882,707						$	817,925
Net interest income				$	16,904						$	17,873						$	14,871
Interest rate spread						1.78	%						1.92	%						1.61	%
Net interest margin						2.05	%						2.11	%						1.87	%
Average interest-earning assets to average interest-bearing liabilities						109.08	%						107.69	%						109.68	%

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Rate/Volume Analysis. The following table sets forth the effects of changing rates and volumes on our net interest income. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. For purposes of this table, changes attributable to changes in both rate and volume that cannot be segregated have been allocated proportionally based on the changes due to rate and the changes due to volume.

	Year Ended December 31, 2005 Compared to Year Ended December 31, 2004									Year Ended December 31, 2004 Compared to Year Ended December 31, 2003
	Increase (Decrease) Due to									Increase (Decrease) Due to
	Volume			Rate			Net			Volume			Rate			Net
	(In thousands)
Interest and dividend income:
Interest-earning demand deposits	$	72		$	966		$	1,038		$	(115	)	$	103		$	(12	)
Loans		(988	)		(676	)		(1,664	)		5,058			(4,293	)		765
Mortgage-backed securities		(34	)		497			463			(624	)		1,393			769
Taxable securities		(310	)		458			148			414			(46	)		368
Nontaxable securities		97			(47	)		50			142			1			143
Total interest-earning assets		(1,163	)		1,198			35			4,875			(2,842	)		2,033
Interest expense:
NOW and money market deposits		(136	)		168			32			736			481			1,217
Savings accounts		(80	)		(76	)		(156	)		(84	)		(183	)		(267	)
Certificates of deposit		(625	)		1,757			1,132			(27	)		(1,871	)		(1,898	)
Total interest-bearing deposits		(841	)		1,849			1,008			625			(1,573	)		(948	)
FHLB advances		—			(4	)		(4	)		—			(21	)		(21	)
Total interest-bearing liabilities		(841	)		1,845			1,004			625			(1,594	)		(969	)
Net change in interest income	$	(322	)	$	(647	)	$	(969	)	$	4,250		$	(1,248	)	$	3,002

Provision for Loan Losses.

2005 vs. 2004. We had a credit to the provision for loan losses of $6.0 million in 2005 compared to a provision of $12.3 million in 2004. The credit in 2005 was approved by the Office of Thrift Supervision. The reduction to the allowance for loan losses was the result of a $49.8 million, or 54.9%, decrease in criticized and classified assets from $90.7 million at December 31, 2004 to $40.9 million at December 31, 2005. The decrease in classified assets from December 31, 2004 to December 31, 2005 reflected increased collection efforts and various high-risk construction loans in our New Jersey market area either being rescinded or refinanced with other financial institutions. Additionally, certain borrowers were removed from classified status due to improvements in documentation on their loans or in the credit profile of the borrower. The reduction in the allowance also reflected the absence of significant charge-offs in 2005 and a $123.2 million, or 24.7%, decrease in the size of the loan portfolio, including a $52.7 million, or 61.5%, decrease in the multi-family and commercial real estate portfolio and a $61.2 million, or 66.4%, decrease in the construction portfolio, both of which carry higher risk of default than one-to four-family residential real estate loans.

2004 vs. 2003. The provision for loan losses was $12.3 million in 2004 compared to $30,000 in 2003. The $12.3 million provision was added upon the order of the Office of Thrift Supervision. The increased provision in 2004 reflected an increase in criticized and classified assets of $89.9 million from $775,000 at December 31, 2003 to $90.7 million at December 31, 2004. More information regarding the increase in criticized and classified assets is under “—Risk Management—Analysis of Nonperforming and Classified Assets.” The

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increased provision also reflected then-current management’s decision, in 2003, to emphasize multi-family and commercial real estate lending and construction lending, primarily in the southern New Jersey shore area where it had recently opened new branch offices. However, when doing so, management failed to adopt a risk rating system and update its allowance for loan losses policy to account for the new types of loans that were being originated. Consequently, management failed to properly review and classify the new types of loans that were being originated.

An analysis of the changes in the allowance for loan losses is presented under “—Risk Management—Analysis and Determination of the Allowance for Loan Losses.”

NonInterest Income. The following table shows the components of noninterest income for the years ended 2005, 2004 and 2003.

	Years Ended December 31,									% Change 2005/2004		% Change 2004/2003
	2005			2004			2003
	(In thousands)
Service charges and other fee income	$	775		$	937		$	902		(17.3	)%	3.9	%
Net gain (loss) on sale of:
Loans		567			279			1,945		103.2		(85.7	)
Assets acquired through foreclosure		6			24			—		(75.0	)	—
Fixed assets		(161	)		(4	)		(20	)	(3,925.0	)	80.0
Mortgage-related securities		108			28			—		285.7		—
Securities (losses) gains and impairment losses, net		(917	)		141			440		(750.4	)	(68.0	)
Income on bank-owned life insurance		448			447			25		0.2		1,688.0
Other		388			427			113		(9.1	)	277.9
Total	$	1,214		$	2,279		$	3,405		(46.7	)	(33.1	)

2005 vs. 2004. During 2005, noninterest income decreased due primarily to a decrease in service charges and losses on the sale of securities and impairment losses and fixed assets, offset by an increase in the gain on the sale of loans. Service charges and other fee income decreased due to the decrease in money market accounts and due to a change in the fee structure in connection with deposit account overdrafts. The loss on the sale of available-for-sale securities in 2005 reflected the sale of lower-yielding adjustable-rate perpetual preferred stock of Freddie Mac in an effort to reposition the securities portfolio towards higher-yielding investments. The increase in gain on the sale of loans in 2005 was due to approximately $83.3 million of loans being sold in 2005 compared to $45.7 million in 2004. The loss on the sale of fixed assets in 2005 was due to the sale, transfer and write-down of various assets, primarily older computer equipment. The impairment loss in 2005 was the result of the determination by management that an investment in a mutual fund was other-than-temporarily impaired. This mutual fund investment was sold in March 2006. An additional loss of $17,000 was recorded at the sale date.

2004 vs. 2003. During 2004, noninterest income decreased primarily to a decrease on the gain on sale of loans and securities, offset by an increase in income from bank-owned life insurance and other miscellaneous income. The decrease in gain on the sale of available-for-sale securities and loans in 2004 was due to the lower interest rate environment in the first half of 2004. The increase in the income on bank-owned life insurance was the result of the purchase of $10.0 million in bank-owned life insurance in December 2003. The increase in other income was due to increased commissions we received from a third-party check processor through an agreement signed in August 2003. The increase represented a full-year of commissions in 2004 compared to four months in 2003 and an increase in transaction accounts in 2004.

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NonInterest Expenses. The following table shows the components of noninterest expenses and the percentage changes for the years ended 2005, 2004 and 2003.

	Years Ended December 31,						% Change 2005/2004		% Change 2004/2003
	2005		2004		2003
	(In thousands)
Salaries, benefits and other compensation	$	7,442	$	5,875	$	5,205	26.7	%	12.9	%
Occupancy expense		1,740		1,499		1,447	16.1		3.6
Furniture and equipment expense		814		687		750	18.5		(8.4	)
Data processing costs		1,452		1,242		1,038	16.9		19.7
Professional fees		1,127		419		481	169.0		(12.9	)
Marketing expense		373		407		322	(8.4	)	26.4
FDIC premiums		765		115		114	565.2		0.9
Other		1,495		1,109		1,601	34.8		(30.7	)
Total	$	15,208	$	11,353	$	10,958	34.0		3.6

2005 vs. 2004. In 2005, noninterest expenses increased due primarily to increases in salaries, benefits and other compensation, occupancy, furniture and equipment expense, data processing costs, professional fees and Federal Deposit Insurance Corporation premiums. The increase in salaries, benefits and other compensation was the result of the increase in the number of employees due to a new branch opening in December 2004 and additional staff hired to assist in the increased loan collection efforts and $375,000 related to the freezing of the pension plan, effective December 31, 2005. Salaries, benefits and other compensation also reflected our inability to defer $1.1 million in loan origination costs in 2005 due to the regulatory prohibition on originating certain types of loans. Occupancy, furniture and equipment expense increased due to a new branch that opened in December 2004. Data processing costs increased due to the opening of the new branch and due to additional costs in connection with new technology implemented in 2005. Professional fees increased in 2005 due to additional legal fees to assist with compliance with the Cease and Desist Order instituted by the Office of Thrift Supervision in June 2005, and additional professionals that were hired to conduct loan reviews, monitor the credit quality of the loan portfolio and assist with interest rate risk management. The increased Federal Deposit Insurance Corporation premiums resulted from our designation by the Office of Thrift Supervision as a troubled institution for regulatory purposes in January 2005. However, due to the lifting of our troubled institution designation in June 2006, we anticipate that our Federal Deposit Insurance Corporation premiums will return to historic levels. Other expenses increased in 2005 due to our inability to defer loan expense in 2005 due to the regulatory prohibition on originating certain types of loans, to an increase in search and recording fees of approximately $70,000 relating to criticized and classified loans and to increased assessments by the Office of Thrift Supervision due to our troubled institution designation.

2004 vs. 2003. In 2004, noninterest expenses increased due primarily to increases in salaries, benefits and other compensation and data processing costs, offset by decreases in other expenses. The increase in salaries, benefits and other compensation was due to increased bonuses and commissions based on the higher loan volume. The increase in data processing costs was due to increased products and services offered. The increase in marketing expense was due to the promotion of our home equity loans, money market accounts and certificates of deposit. Other expenses decreased in 2004 due to a decrease in supplies of $210,000 and due to a $280,000 reconciliation adjustment made in 2003.

Income Taxes.

2005 vs. 2004. Income tax expense for 2005 was $3.0 million compared to a benefit of $1.6 million for 2004. The increase in 2005 was primarily due to $8.9 million in pre-tax net income compared to a pre-tax loss of $3.5 million in 2004. The effective tax rate for 2005 and 2004 was 33.3% and (45.8%), respectively. The effective tax rate in 2005 was lower than the statutory federal tax rate of 34.0% due to the higher level of tax-exempt income as a percentage of pre-tax book income, net of additional income tax expense recognized in 2005 due to our inability to recognize tax benefits associated with capital losses recorded on the sale and write-down of certain investments during 2005.

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2004 vs. 2003. Income tax expense for 2004 was a benefit of $1.6 million as compared to expense of $2.5 million for 2003. Income taxes in 2004 reflected a net loss in 2004 compared to net income in 2003. The effective tax rate for 2004 and 2003 was (45.8%) and 34.3%, respectively. The lower effective tax rate in 2004 was due to the net loss recorded, as well as increasing levels of tax-exempt income from our investment in bank-owned life insurance in December 2003.

Risk Management

Overview. Managing risk is an essential part of successfully managing a financial institution. Our most prominent risk exposures are credit risk, interest rate risk and market risk. Credit risk is the risk of not collecting the interest and/or the principal balance of a loan or investment when it is due. Interest rate risk is the potential reduction of net interest income as a result of changes in interest rates. Market risk arises from fluctuations in interest rates that may result in changes in the values of financial instruments, such as available-for-sale securities, that are accounted for on a mark-to-market basis. Other risks that we face are operational risks, liquidity risks and reputation risk. Operational risks include risks related to fraud, regulatory compliance, processing errors, technology and disaster recovery. Liquidity risk is the possible inability to fund obligations to depositors, lenders or borrowers due to unforeseen circumstances. Reputation risk is the risk that negative publicity or press, whether true or not, could cause a decline in our customer base or revenue.

Credit Risk Management. Our strategy for credit risk management focuses on having well-defined credit policies and uniform underwriting criteria and providing prompt attention to potential problem loans. Historically, this strategy also emphasizes the origination of one- to four-family mortgage loans, which typically have lower default rates than other types of loans and are secured by collateral that generally tends to appreciate in value.

When a borrower fails to make a required loan payment, we take a number of steps to attempt to have the borrower cure the delinquency and restore the loan to current status. When the loan becomes 15 days past due, a late notice is generated and sent to the borrower. A second notice is sent and phone calls are made ten days later. If payment is not received by the 30th day of delinquency, a further notification is sent to the borrower. If payment is not received by the 45^th day of delinquency for a loan on a Pennsylvania property or the 60^th day of delinquency for a loan on a New Jersey property, a notice is sent to the borrower advising them that they have a specified period of time to cure their default before legal action is instituted. If no successful workout can be achieved, after a loan becomes 90 days delinquent, we typically commence foreclosure or other legal proceedings. If a foreclosure action is instituted and the loan is not brought current, paid in full, or refinanced before the foreclosure sale, the real property securing the loan generally is sold at foreclosure. We may consider loan workout arrangements with certain borrowers under certain circumstances.

Management reports to the Board of Directors or a committee of the board monthly regarding the amount of loans delinquent more than 30 days, all loans in foreclosure and all foreclosed and repossessed property that we own.

Analysis of Nonperforming and Classified Assets. We consider repossessed assets and loans that are 90 days or more past due to be nonperforming assets. Loans are generally placed on nonaccrual status when they become 90 days delinquent at which time the accrual of interest ceases and the allowance for any uncollectible accrued interest is established and charged against operations. Typically, payments received on a nonaccrual loan are applied to the outstanding principal and interest as determined at the time of collection of the loan.

Real estate that we acquire as a result of foreclosure or by deed-in-lieu of foreclosure is classified as foreclosed assets until it is sold. When property is acquired, it is initially recorded at the lower of its cost or market value, less estimate selling expenses. Holding costs and declines in fair value after acquisition of the property result in charges against income.

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The following table provides information with respect to our nonperforming assets at the dates indicated. We did not have any troubled debt restructurings at the dates presented.

	At March 31, 2006			At December 31,
				2005			2004			2003			2002			2001
	(Dollars in thousands)
Nonaccrual loans:
One- to four-family	$	548		$	548		$	1,442		$	1,324		$	1,314		$	494
Multi-family and commercial real estate		2,972			2,972			—			—			—			—
Total		3,520			3,520			1,442			1,324			1,314			494
Accruing loans past due 90 days or more:
Multi-family and commercial real estate		949			1,574			—			—			—			—
Total		949			1,574			—			—			—			—
Total of nonaccrual loans and accruing loans 90 days or more past due	$	4,469		$	5,094		$	1,442		$	1,324		$	1,314		$	494
Real estate owned		—			107			—			—			—			102
Total nonperforming assets	$	4,469		$	5,201		$	1,442		$	1,324		$	1,314		$	596
Total nonperforming loans to total loans		1.23	%		1.39	%		0.29	%		0.32	%		0.32	%		0.13	%
Total nonperforming loans to total assets		0.59	%		0.65	%		0.16	%		0.16	%		0.17	%		0.08	%
Total nonperforming assets to total assets		0.59	%		0.67	%		0.16	%		0.16	%		0.17	%		0.09	%

At March 31, 2006, nonaccruing multi-family and commercial estate loans included two loans totaling $3.0 million, which are secured by a restaurant and adjacent parking lot located in the southern New Jersey shore area. We have begun foreclosure proceedings against the borrowers.

Interest income that would have been recorded for the quarter ended March 31, 2006 and for the year ended December 31, 2005 had nonaccruing loans been current according to their original terms was $62,000 and $200,000, respectively, of which none was included in interest income for the quarter ended March 31, 2006 or for the year ended December 31, 2005.

Federal regulations require us to review and classify our assets on a regular basis. In addition, the Office of Thrift Supervision has the authority to identify problem assets and, if appropriate, require them to be classified. There are three classifications for problem assets: substandard, doubtful and loss. “Substandard assets” must have one or more defined weaknesses and are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. “Doubtful assets” have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss. An asset classified “loss” is considered uncollectible and of such little value that continuance as an asset of the institution is not warranted. The regulations also provide for a “special mention” category, described as assets which do not currently expose us to a sufficient degree of risk to warrant classification but do possess credit deficiencies or potential weaknesses deserving our close attention. When we classify a loan as special mention, substandard or doubtful, we generally establish a specific allowance for loan losses for that loan. If we classify an asset as loss, we allocate an amount equal to 100% of the portion of the asset classified loss.

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The following table shows the aggregate amounts of our criticized and classified assets at the dates indicated.

	At March 31, 2006		At December 31,
			2005		2004		2003
	(In thousands)
Special mention assets	$	14,142	$	19,529	$	10,055	$	—
Substandard assets		12,698		17,610		80,600		775
Doubtful assets		3,720		3,720		—		—
Total classified assets	$	30,560	$	40,859	$	90,655	$	775

At March 31, 2006, doubtful assets included two loans totaling $3.0 million, which are secured by a restaurant and adjacent parking lot located in the southern New Jersey shore area. We have begun foreclosure proceedings against the borrowers. Assuming the orderly sale of property, the collateral value of the underlying assets is expected to be sufficient to preclude any loss upon the foreclosure. The remainder of the doubtful assets was a loan to construct a townhouse project in the southern New Jersey shore area. The construction portion of the loan was voided and the remainder of the loan is collateralized by land. The land is for sale, the proceeds of which are expected to be sufficient to repay the loan. This loan was repaid in full on April 2006.

At March 31, 2006, substandard assets included six loans, the largest of which was a $1.8 million loan for the construction of condominiums in the southern New Jersey shore area. The construction has been completed and we receive payment on the loan as units are sold by the borrower. At June 30, 2006, the outstanding amount of the loan was $1.3 million. Also, included in substandard assets was $1.7 million loan for the construction of condominiums in the southern New Jersey shore area. The construction has been completed and we receive payment on the loan as units are sold by the borrower. At June 30, 2006, the outstanding amount of the loan was $800,000. Assuming the orderly sale of the properties for both of these two loans, the collateral value of the underlying assets is expected to be sufficient to preclude any loss upon the foreclosure. Substandard assets at March 31, 2006 also included a $1.5 million loan for the acquisition of a motel and renovation into condominium units in the southern New Jersey shore area. The renovations have been completed and we receive payment on the loan as units are sold by the borrower. The loan was fully repaid on June 30, 2006. Also, at March 31, 2006 we had $6.1 million of corporate bonds. The bonds, which all mature by February 2007, were downgraded by the rating agencies to sub-investment grade in 2005, which resulted in their classification as substandard.

The decrease in classified assets from December 31, 2004 to December 31, 2005 and from December 31, 2005 to March 31, 2006 reflected increased collection efforts, various high-risk construction loans in our New Jersey market area either being rescinded or refinanced with other financial institutions. Additionally, certain borrowers were removed from classified status due to improvements in documentation on their loans or in the credit profile of the borrower.

The increase in classified assets from December 31, 2003 to December 31, 2004 reflected former management’s commencement in 2003 of an acquisition, development and construction loan program in the southern New Jersey shore area where it had recently opened several branch offices. Fox Chase Bank had historically operated as a traditional thrift focusing on loans secured by residential real estate. The former management team attempted to enter this new market area and new type of lending without the requisite expertise, without retaining experienced personnel and without adequate loan documentation, which resulted in significant increases in classified assets.

Other than disclosed in the above tables, there are no other loans at March 31, 2006 that management has serious doubts about the ability of the borrowers to comply with the present loan repayment terms.

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Delinquencies. The following table provides information about delinquencies in our loan portfolio at the dates indicated.

	At March 31, 2006				At December 31,
					2005				2004				2003
	30-59 Days Past Due		60-89 Days Past Due		30-59 Days Past Due		60-89 Days Past Due		30-59 Days Past Due		60-89 Days Past Due		30-59 Days Past Due		60-89 Days Past Due
	(In thousands)
Residential real estate:
One- to four-family	$	6	$	—	$	—	$	—	$	—	$	280	$	—	$	100
Construction		—		—		—		1,653		—		3,508		—		—
Consumer:
Home equity loans and lines of credit		38		—		—		21		—		350		—		—
Automobile		—		—		—		2		—		—		—		—
Total	$	44	$	—	$	—	$	1,676	$	—	$	4,138	$	—	$	100

Analysis and Determination of the Allowance for Loan Losses.

Historical Practice. Before 2003, we typically originated loans secured by residential real estate. In such periods, home equity loans and lines of credit were evaluated for loan losses in the same manner as one-to four-family loans because they were all collateralized by residential real estate. In 2003, then-current management determined to emphasize multi-family and commercial real estate lending and construction lending, primarily in the southern New Jersey shore area where it had recently opened new branch offices. However, when doing so, management failed to adopt a risk rating system and update its allowance for loan losses policy to account for the new types of loans that were being originated. Consequently, management failed to properly review and classify the new types of loans that were being originated. Management’s failure to implement and apply the risk rating documentation and, thus, its failure to adequately support its allowance for loan losses were deemed to be a material weakness in connection with the audit of our 2004 financial statements. Further, such weakness was cited by the regulators as one of the reasons requiring the $12.3 million provision in 2004 and leading to the issuance of the Cease and Desist Order in June 2005. See “Regulation and Supervision—Order to Cease and Desist.”

Current Practice. In 2005, new management reviewed the existing policy on allowance for loan losses and updated it to ensure compliance with U.S. generally accepted accounting principles and with all regulatory guidance. Additionally, three independent loan consultants were engaged to separately review the loan portfolio and the classification of assets and to assist with establishing proper risk-weighting of loans. A description of the revised procedures for determining the allowance for loan losses is contained below.

The allowance for loan losses is maintained at a level representing management’s best estimate of known and inherent losses in the loan portfolio, based upon management’s evaluation of the portfolio’s collectibility. We evaluate the need to establish allowances against losses on loans on a quarterly basis. When changes in the allowance are necessary, an adjustment is made. The adjustments to the allowance are made by management and presented to the Audit Committee of the Board of Directors.

Our methodology for assessing the appropriateness of the allowance for loan losses consists of a specific allowance on identified problem loans and a general valuation allowance on the remainder of the loan portfolio. Although we determine the amount of each element of the allowance separately, the entire allowance for loan losses is available for the losses on entire portfolio.

Specific Allowance Required for Identified Problem Loans. We establish an allowance on certain identified problem loans, including all classified loans, based on such factors as: (1) the strength of the customer’s personal or business cash flows and personal guarantees; (2) the availability of other sources of repayment; (3) the amount due or past due; (4) the type and value of collateral; (5) the strength of our collateral position; (6) the estimated cost to sell the collateral; and (7) the borrower’s effort to cure the delinquency.

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General Valuation Allowance on the Remainder of the Loan Portfolio. We establish a general allowance for loans that are not delinquent to recognize the inherent losses associated with lending activities. This general valuation allowance is determined by segregating the loans by loan category and assigning percentages to each category. The percentages are adjusted for significant factors that, in management’s judgment, affect the collectibility of the portfolio as of the evaluation date. These significant factors may include changes in existing general economic and business conditions affecting our lending areas and the national economy, loss experience in particular segments of the portfolio, specific reserve and classified asset trends, delinquency trends and risk rating trends. These loss factors are subject to ongoing evaluation to ensure their relevance in the current economic environment.

As a result of our systematic analysis of the allowance for loan losses, the loss factors we presently use to determine the reserve level were updated in 2005 based on various risk factors such as delinquency trends and economic trends in our market area and nationally. As a result of the increased loan-to-value ratios in the one- to four-family residential real estate loan and home equity loan portfolios and the value of real estate in our New Jersey and Philadelphia market areas, we increased the allowance percentage on one- to four-family residential loans, commercial lines of credit and construction lines of credit.

We also identify loans that may need to be charged off as a loss by reviewing all delinquent loans, classified loans and other loans that management may have concerns about collectibility. For individually reviewed loans, the borrower’s inability to make payments under the terms of the loan or a shortfall in collateral value would result in our allocating a portion of the allowance to the loan that was impaired.

At March 31, 2006, our allowance for loan losses represented 2.29% of total loans and 186.82% of nonperforming loans. At March 31, 2006, the allowance for loan losses was $8.3 million.

At December 31, 2005, our allowance for loan losses represented 2.22% of total loans and 163.90% of nonperforming loans. The allowance for loan losses decreased $6.0 million to $8.3 million at December 31, 2005 from $14.4 million at December 31, 2004 due to a credit to the provision for loan losses of $6.0 million.

At December 31, 2004, our allowance for loan losses represented 2.89% of total loans and 997.99% of nonperforming loans. The allowance for loan losses increased from $2.1 million at December 31, 2003 to $14.4 million at December 31, 2004 due to the provision for loan losses of $12.3 million as required by the Office of Thrift Supervision.

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The following table sets forth the breakdown of the allowance for loan losses by loan category at the dates indicated. The attribution in the table of all of the allowance for loan losses to real estate loans before 2005 reflects former management’s: (1) decision to evaluate loan losses for home equity loans and lines of credit in the same manner as one-to four-family loans because they were all collateralized by residential real estate; and (2) failure to adopt a risk rating system and update its allowance for loan losses analysis to account for the increase in multi-family and commercial real estate and construction loans that were originated in 2003 and 2004. See “—Analysis and Determination of the Allowance for Loan Losses – Historical Practice.”

	At March 31, 2006				At December 31,
					2005				2004
	Amount		% of Loans in Category to Total Loans		Amount		% of Loans in Category to Total Loans		Amount		% of Loans in Category to Total Loans
	(Dollars in thousands)
Real estate loans:
One-to four family	$	1,012	61.8	%	$	785	60.9	%	$	14,391	50.1	%
Multi-family and commercial		3,383	9.5			2,544	8.8			—	17.2
Construction		3,541	6.2			4,640	8.3			—	18.5
Consumer loans:
Home equity loans		317	18.5			316	17.3			—	9.9
Automobile		42	0.3			46	0.3			—	0.4
Line of credit		—	3.7			—	4.3			—	3.6
Other		—	—			—	0.1			—	0.3
Commercial		54	—			18	—			—	—
Total allowance for loan losses	$	8,349	100.0	%	$	8,349	100.0	%	$	14,391	100.0	%
	At December 31,
	2003				2002				2001
	Amount		% of Loans in Category to Total Loans		Amount		% of Loans in Category to Total Loans		Amount		% of Loans in Category to Total Loans
	(Dollars in thousands)
Real estate loans:
One-to four family	$	2,109	62.7	%	$	2,082	84.3	%	$	975	89.7	%
Multi-family and commercial		—	13.7			—	3.9			—	1.3
Construction		—	11.2			—	—			—	—
Consumer loans:
Home equity loans		—	8.6			—	8.4			—	7.1
Automobile		—	0.4			—	0.6			—	1.0
Line of credit		—	3.3			—	2.7			—	0.8
Other		—	0.1			—	0.1			—	0.1
Commercial		—	—			—	—			—	—
Total allowance for loan losses	$	2,109	100.0	%	$	2,082	100.0	%	$	975	100.0	%

Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance for loan losses may be necessary and our results of operations could be adversely

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affected if circumstances differ substantially from the assumptions used in making the determinations. Furthermore, while we believe we have established our allowance for loan losses in conformity with U.S. generally accepted accounting principles, there can be no assurance that the Office of Thrift Supervision, in reviewing our loan portfolio, will not request us to increase our allowance for loan losses. The Office of Thrift Supervision may require us to increase our allowance for loan losses based on judgments different from ours. In addition, because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that increases will not be necessary should the quality of any loans deteriorate as a result of the factors discussed above. Any material increase in the allowance for loan losses may adversely affect our financial condition and results of operations.

Analysis of Loan Loss Experience. The following table sets forth an analysis of the allowance for loan losses for the periods indicated.

	Three Months Ended March 31, 2006			Year Ended December 31,
				2005			2004			2003			2002			2001
	(Dollars in thousands)
Allowance at beginning of period	$	8,349		$	14,391		$	2,109		$	2,082		$	975		$	530
Charge-offs:
One- to four-family		—			17			—			3			—			11
Total charge-offs		—			17			—			3			—			11
Recoveries		—			—			—			—			—			—
Net charge-offs		—			17			—			3			—			11
Provision (credit) for loan losses		—			(6,025	)		12,282			30			1,107			456
Allowance at end of period	$	8,349		$	8,349		$	14,391		$	2,109		$	2,082		$	975
Allowance for loan losses to nonperforming loans and troubled debt restructurings		186.82	%		163.90	%		997.99	%		159.29	%		158.45	%		197.37	%
Allowance for loan losses to total loans at the end of the period		2.29	%		2.22	%		2.89	%		0.50	%		0.50	%		0.25	%
Net charge-offs (recoveries) to average loans outstanding during the period		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%

Interest Rate Risk Management. We manage the interest rate sensitivity of our interest-bearing liabilities and interest-earning assets in an effort to minimize the adverse effects of changes in the interest rate environment. Deposit accounts typically react more quickly to changes in market interest rates than mortgage loans because of the shorter maturities of deposits. As a result, sharp increases in interest rates may adversely affect our earnings while decreases in interest rates may beneficially affect our earnings. To reduce the potential volatility of our earnings, we have sought to improve the match between asset and liability maturities and rates, while maintaining an acceptable interest rate spread. Our strategy for managing interest rate risk involves: generally selling in the secondary market longer-term fixed-rate one- to four-family residential real estate loans; emphasizing the origination of shorter-term adjustable-rate loans, which we maintain in our portfolio, and investing in securities with that have adjustable-rates or shorter terms. We currently do not participate in hedging programs, interest rate swaps or other activities involving the use of derivative financial instruments.

We have a Risk Management Committee, which together with an Asset/Liability Management Committee, communicates, coordinates and controls all aspects involving asset/liability management. The committee establishes and monitors the volume, maturities, pricing and mix of assets and funding sources with the objective of managing assets and funding sources to provide results that are consistent with liquidity, growth, risk limits and profitability goals.

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Our goal is to manage asset and liability positions to moderate the effects of interest rate fluctuations on net interest income and net income.

Net Portfolio Value Analysis. We use a net portfolio value analyses prepared by the Office of Thrift Supervision and an internally prepared model to review our level of interest rate risk. Such analyses measure interest rate risk by computing changes in net portfolio value of our cash flows from assets, liabilities and off-balance sheet items in the event of a range of assumed changes in market interest rates. Net portfolio value represents the market value of portfolio equity and is equal to the market value of assets minus the market value of liabilities, with adjustments made for off-balance sheet items. These analyses assess the risk of loss in market risk-sensitive instruments in the event of a sudden and sustained 100 to 300 basis point increase or 100 and 200 basis point decrease in market interest rates with no effect given to any steps that we might take to counter the effect of that interest rate movement. Because of the low level of market interest rates, these analyses are not performed for decreases of more than 200 basis points. The internal model differs from that prepared by the Office of Thrift Supervision as it assumes: (1) slower prepayments for fixed-rate one- to four-family loans; and (2) a longer duration for transaction accounts. Notwithstanding the different assumptions, the two models do not produce materially different results.

The following table, which is based on information that we provide to the Office of Thrift Supervision, presents the change in our net portfolio value at December 31, 2005 (the latest date for which such analysis was provided) that would occur in the event of an immediate change in interest rates based on Office of Thrift Supervision assumptions, with no effect given to any steps that we might take to counteract that change.

	Net Portfolio Value							Net Portfolio Value as % of Portfolio Value of Assets
Basis Point (“bp”) Change in Rates	Amount		Change			% Change		NPV Ratio		Change (bp)
	(Dollars in thousands)
300	$	52,483	$	(27,168	)	(34	)%	7.03	%	(299	)bp
200		62,422		(17,229	)	(22	)	8.18		(184	)
100		71,849		(7,802	)	(10	)	9.22		(80	)
0		79,651		—		—		10.02		—
(100)		81,956		2,305		3		10.17		15
(200)		76,637		(3,014	)	(4	)	9.47		(55	)

The decrease in our net portfolio value shown in the preceding table that would occur upon an increase in prevailing market interest rates reflects: (1) that a substantial portion of our investment securities are fixed-rate and would not reprice upon change in market interest rates; (2) the shorter duration of deposits, which reprice more frequently in response to changes in market interest rates; and (3) the decrease in construction loans, many of which were variable-rate and thus would reprice in response to changes in market interest rates. The increase in our net portfolio value that would occur upon a decrease in market rates of 100 basis points and the decrease in our net portfolio value that would occur upon a decrease in market rates of 200 basis points are due to our fixed-rate residential mortgage portfolio increasing at a slower rate between the 100 basis point and 200 basis point scenarios since such loans prepay faster as market interest rates decline.

The Office of Thrift Supervision uses various assumptions in assessing interest rate risk. These assumptions relate to interest rates, loan prepayment rates, deposit decay rates and the market values of certain assets under differing interest rate scenarios, among others. As with any method of measuring interest rate risk, certain shortcomings are inherent in the methods of analyses presented in the foregoing tables. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets, such as adjustable-rate mortgage loans, have features that restrict changes in interest rates on a short-term basis and over the life of the asset. Further, in the event of a change in interest rates, expected rates of prepayments on loans and early withdrawals from certificates could deviate significantly from those

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assumed in calculating the table. Prepayment rates can have a significant impact on interest income. Because of the large percentage of loans and mortgage-backed securities we hold, rising or falling interest rates have a significant impact on the prepayment speeds of our earning assets that in turn affect the rate sensitivity position. When interest rates rise, prepayments tend to slow. When interest rates fall, prepayments tend to rise. Our asset sensitivity would be reduced if prepayments slow and vice versa. While we believe these assumptions to be reasonable, there can be no assurance that assumed prepayment rates will approximate actual future mortgage-backed security and loan repayment activity.

Liquidity Management. Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds consist of deposit inflows, loan repayments and maturities and sales of securities. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition.

We regularly adjust our investments in liquid assets based upon our assessment of: (1) expected loan demands; (2) expected deposit flows; (3) yields available on interest-earning deposits and securities; and (4) the objectives of our asset/liability management policy. We use a variety of measures to assess our liquidity needs, which are provided to our Asset/Liability Management Committee on a regular basis. Our policy is to maintain net liquidity of at least 50% of our funding obligations over the next month. Additionally, our policy is to maintain an amount of cash and short-term marketable securities equal to at least 15% of net deposits and liabilities that will mature in one year or less.

Our most liquid assets are cash and cash equivalents. The levels of these assets depend on our operating, financing, lending and investing activities during any given period. Cash and cash equivalents totaled $27.3 million and $46.1 million at March 31, 2006 and December 31, 2005, respectively. Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $329.1 million at March 31, 2006 and $329.5 million at December 31, 2005. In addition, at December 31, 2005, we had the ability to borrow a total of approximately $502.0 million from the Federal Home Loan Bank of Pittsburgh, of which we had $30.0 million outstanding.

At March 31, 2006 and December 31, 2005, we had $30.4 million and $27.0 million in loan commitments outstanding, respectively. At March 31, 2006, this consisted of $5.7 million of mortgage loan commitments, $24.0 million in unused home equity lines of credit and $675,000 in unused commercial lines of credit. At December 31, 2005, we had $2.2 million in mortgage loan commitments and $24.8 million in unused home equity lines of credit. Certificates of deposit due within one year of March 31, 2006 and December 31, 2005 totaled $225.8 million and $224.3 million, respectively. This represented 51.3% and 49.9% of certificates of deposit at March 31, 2006 and December 31, 2005, respectively. We believe the large percentage of certificates of deposit that mature within one year reflects customers’ hesitancy to invest their funds for long periods in the current low interest rate environment. If these maturing deposits do not remain with us, we will be required to seek other sources of funds, including other certificates of deposit and borrowings. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the certificates of deposit due on or before December 31, 2006. We believe, however, based on past experience, that a significant portion of our certificates of deposit will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.

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The following table presents certain of our contractual obligations as of March 31, 2006 and December 31, 2005.

	Total		Payments Due by period
Contractual Obligations			Less than One Year		One to Three Years		Three to Five Years		More Than Five Years
	(In thousands)
At March 31, 2006
Operating lease obligations (1)	$	306	$	66	$	205	$	35	$	—
FHLB advances		6,832		1,464		2,928		2,440		—
Other long-term obligations (2)		5,827		1,495		4,332		—		—
Total	$	12,965	$	3,025	$	7,465	$	2,475	$	—
At December 31, 2005
FHLB advances	$	6,832	$	1,464	$	2,928	$	2,440	$	—
Other long-term obligations (2)		6,594		1,481		5,113		—		—
Total	$	13,426	$	2,945	$	8,041	$	2,440	$	—

(1) Represents lease obligation for commercial loan processing office.

(2) Represents obligations to the Company’s third party data processing provider.

Our primary investing activities are the origination and sale of loans and the purchase and sale of securities. Our primary financing activities consist of activity in deposit accounts. Deposit flows are affected by the overall level of interest rates, the interest rates and products offered by us and our local competitors and other factors. We generally manage the pricing of our deposits to be competitive and to increase core deposit relationships. Occasionally, we offer promotional rates on certain deposit products to attract deposits.

The following table presents our primary investing and financing activities during the periods indicated.

	Three Months Ended March 31, 2006			Year Ended December 31,
				2005			2004
	(In thousands)
Investing activities:
Loan originations	$	23,351		$	149,960		$	392,141
Loan sales		6,308			83,264			45,671
Security purchases		54,202			109,868			157,730
Security sales		17,207			27,176			17,436
Financing activities:
Increase (decrease) in deposits		(26,415	)		(122,943	)		81,412

Capital Management. As a mutual savings bank, we have managed our capital to maintain strong protection for depositors and creditors. We are subject to various regulatory capital requirements administered by the Office of Thrift Supervision, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At March 31, 2006 and December 31, 2005, we exceeded all of our regulatory capital requirements. We are considered “well capitalized” under regulatory guidelines. See “Regulation and Supervision—Regulation of Federal Savings Associations—Capital Requirements,” “Regulatory Capital Compliance” and the notes to the consolidated financial statements included in this prospectus.

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This offering is expected to increase our consolidated equity by $46.4 million to $109.7 million at the maximum of the offering. See “Capitalization.” Following completion of this offering, we also will manage our capital for maximum stockholder benefit. The capital from the offering will significantly increase our liquidity and capital resources. Over time, the initial level of liquidity will be reduced as net proceeds from the stock offering are used for general corporate purposes, including the funding of lending activities. Our financial condition and results of operations are expected to be enhanced by the capital from the offering, resulting in increased net interest-earning assets and net income. However, the large increase in equity resulting from the capital raised in the offering will, initially, have an adverse impact on our return on equity. Following the offering, we may use capital management tools such as cash dividends and common share repurchases. However, under Office of Thrift Supervision regulations, we will not be allowed to repurchase any shares during the first year following the offering, except to fund the restricted stock awards under the equity incentive plan, unless extraordinary circumstances exist and we receive regulatory approval.

Off-Balance Sheet Arrangements. In the normal course of operations, we engage in a variety of financial transactions that, in accordance with U.S. generally accepted accounting principles, are not recorded in our financial statements. These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk. Such transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments, letters of credit and lines of credit. For information about our loan commitments and unused lines of credit, see note 10 of the notes to the consolidated financial statements. We currently have no plans to engage in hedging activities in the future.

For the three months ended March 31, 2006 and the years ended December 31, 2005 and 2004, we engaged in no off-balance sheet transactions reasonably likely to have a material effect on our financial condition, results of operations or cash flows.

Impact of Recent Accounting Pronouncements

On December 16, 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R, “Share-Based Payment,” which replaces SFAS No. 123, “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” This statement will require that all share-based payments to employees, including grants of employee stock options, be recognized as compensation costs in the financial statements based on their fair values. The effective date of this statement was delayed until fiscal years beginning after June 15, 2005. We will adopt this standard as required, and management has not calculated the effect on our financial statements because, as of the date of the financial statements, we did not have any share-based compensation. However, for an estimate of the expense of the adoption and implementation of the equity incentive plan, based on various assumptions stated therein, see “Pro Forma Data.”

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29,” which eliminates the exception from fair value measurement for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. The statement defines a non-monetary exchange with commercial substance as one in which the future cash flows of an entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for fiscal years beginning after June 15, 2005. The Bank will adopt this statement as required, and management does not believe the adoption will have a material effect on its results of operations or financial position.

In March 2005, the FASB issued FASB Staff Position (“FSP”) FIN 46(R)-5 “Implicit Variable Interests under FASB Interpretation No. 46, Consolidation of Variable Interest Entities.” FSP FIN 46(R)-5 provides guidance for a reporting enterprise that holds an implicit variable interest in a variable interest entity (“VIE”) and is also a related party to other variable interest holders. This guidance requires that if the aggregate variable interests held by the reporting enterprise and its related parties would, if held by a single party, identify that party as the primary beneficiary, then the party within the related party group that is most closely associated with the VIE is the primary beneficiary. The effective date of FSP FIN 46(R)-5 is the first reporting period ending after December 15, 2005 with early application permitted for periods for which financial statements have not been issued. The Bank does not

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believe that implementation of this FSP will have a material effect on its results of operations or financial position as it does not have any interest in Variable Interest Entities.

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections,” which establishes, unless impracticable, retrospective application as the required method for reporting a change in accounting principle in the absence of explicit transition requirements specific to the newly adopted accounting principle. The statement provides guidance for determining whether retrospective application of a change in accounting principle is impracticable. The statement also addresses the reporting of a correction of an error by restating previously issued financial statements. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Bank will adopt this statement as required, and management does not believe the adoption will have a material effect on its results of operations or financial position.

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets, an amendment of SFAS No. 140.” SFAS No. 156 amends SFAS No. 140 with respect to the accounting for separately recognized servicing assets and servicing liabilities by requiring an entity to recognize a servicing asset or liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract; requires all separately recognized servicing assets and liabilities to be initially measured at fair value, if practical; and permits an entity to choose either of the following methods by which it will subsequently measure each class of separately recognized servicing assets and liabilities:

1. Amortization method - Amortize the servicing assets or liabilities in proportion to and over the period of estimated net servicing income or loss and assess servicing assets and liabilities for impairment or increase obligation based on the fair value at each reporting period.

2. Fair value measurement method - Measure servicing assets or liabilities at fair value at each reporting date and report changes in fair value in earnings in the period in which the change occurs.

SFAS No. 156 is effective for fiscal years beginning after September 15, 2006. Earlier adoption is permitted as of the beginning of an entity’s fiscal year, provided the entity has not yet issued its financial statements, including interim financial statements, for any period of that fiscal year. After analyzing the effects of the statement, the Bank does not believe that the adoption of this statement will have a material impact on its results of operations or financial position.

Effect of Inflation and Changing Prices

The financial statements and related financial data presented in this prospectus have been prepared in accordance with U.S. generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time due to inflation. The primary impact of inflation on our operations is reflected in increased operating costs. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant impact on a financial institution’s performance than do general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

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Our Management

Directors

The initial Board of Directors of Fox Chase Bancorp and Fox Chase MHC will consist of the directors of Fox Chase Bank who adopted the plan of reorganization and stock issuance and who continue to be directors of Fox Chase Bank at the time of the reorganization. The Board of Directors of Fox Chase Bancorp and Fox Chase MHC will be elected to terms of three years, approximately one-third of whom will be elected annually.

The Board of Directors of Fox Chase Bank is presently composed of eight members who are elected for terms of three years, approximately one-third of whom are elected annually. Following the issuance of the Cease and Desist Order in June 2005, as required by the Order, all of our directors were replaced except for Laura M. Mercuri. All of our directors are independent under the current listing standards of the Nasdaq Stock Market, except for Mr. Petro, who serves as an officer of Fox Chase Bank. Information regarding the directors is provided below. Unless otherwise stated, each person has held his or her current occupation for the last five years. Ages presented are as of March 31, 2006.

The following directors have terms ending in 2007:

Richard E. Eisenstaedt has served as the Chief Development Officer and General Counsel for Eastern University since July 2004. Before joining Eastern University, Mr. Eisenstaedt retired as Vice President, General Counsel and Corporate Secretary for Triumph Group, Inc. (NYSE: TGI). Previously, he was General Counsel to Alco Standard Corporation. Mr. Eisenstaedt is a graduate of Albany Law School, Albany, New York with a B.S. Civil Engineering from Lehigh University in Bethlehem, Pennsylvania. Age 60. Director since 2005.

Laura M. Mercuri has been an attorney with Duffy North, Wilson, Thomas & Nicholson LLP, a community law firm with emphasis on real estate, banking, corporate, employment and civil litigation, estate & probate and family law, since October 2002. From September 1999 until September 2002, Ms. Mercuri was an attorney with Liederbach, Hahn, Foy & Petri, P.C., a law firm in Richboro, Pennsylvania. Ms. Mercuri is a graduate of the Duquesne University School of Law and Elizabethtown College in Elizabethtown, Pennsylvania. Age 31. Director since 2002.

Anthony A. Nichols, Sr. is Chairman Emeritus and Trustee of Brandywine Realty Trust (NYSE: BDN). Before founding Brandywine Realty Trust, Mr. Nichols founded The Nichols Company, a private real estate development company, through a corporate joint venture with Safeguard Scientifics, Inc. and was President and Chief Executive Officer. Previously, Mr. Nichols was Senior Vice President of Colonial Mortgage Service Company (now GMAC Mortgage Corporation) and President of Colonial Advisors. Mr. Nichols is a graduate of St. Joseph’s University. Age 66. Director since 2005.

The following directors have terms ending in 2008:

Thomas M. Petro has been President and Chief Executive Officer of Fox Chase Bank since June 2005. Before joining Fox Chase Bank, Mr. Petro led the turnaround, as President and Chief Executive Officer, of Northeast Pennsylvania Financial Corp. and its principal subsidiary, First Federal Bank in Hazelton, Pennsylvania. Before joining First Federal Bank, Mr. Petro was a principal with S.R. Snodgrass, LLC. Mr. Petro also served as Executive Vice President of the Bryn Mawr Trust Company, President of the Bryn Mawr Brokerage Company and Chairman of Bryn Mawr Asset Management. He began his banking career with Mellon Bank in Pittsburgh, Pennsylvania. Mr. Petro is a graduate of Point Park College in Pittsburgh, Pennsylvania and holds both a B.S. Business Management and an A.S. Banking. Age 47. Director since 2005.

Todd S. Benning is a founding shareholder of Dunlap & Associates, PC, a full-service certified public accounting firm located in Chalfont, Pennyslvania. He serves as the firm’s Director of Taxation and has over twenty years of experience in public accounting. Mr. Benning earned a Master of Taxation degree from Villanova

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University and is a graduate of Geneva College where he earned degrees in Accounting and Business Administration. Age 45. Director since 2005.

The following directors have terms ending in 2009:

Roger H. Ballou is President and Chief Executive Officer and a director of CDI Corporation (NYSE: CDI), a company that offers clients engineering, information technology and professional staffing solutions. Before joining CDI, Mr. Ballou served as Chairman and Chief Executive Officer of Global Vacation Group and as a senior advisor to Thayer Capital Partners. Previously, he was President and Chief Operating Officer of Alamo Rent-a-Car. For more than 16 years before joining Alamo, he held several positions with American Express, culminating in his appointment as President of the Travel Services Group. Mr. Ballou is a director of Alliance Data Systems (NYSE: ADS). Mr. Ballou received a B.S. in Economics from the University of Pennsylvania’s Wharton School and an M.B.A. from the Dartmouth College’s Amos Tuck School. Age 54. Director since 2005.

Richard E. Bauer is a Senior Vice President and Board Member of the Columbian Financial Group, a provider of life, health and fire insurance, located in Plymouth Meeting, Pennsylvania. Prior to joining the Philanthropic Companies in 1992, Mr. Bauer was an executive officer of several banking institutions, most notably Provident National Bank. Mr. Bauer is currently a Director of LOMA, and the Pennsylvania Life & Health Insurance Guaranty Association. Mr. Bauer graduated from Muhlenberg College with a Bachelor of Arts in Psychology. He is a graduate of the Stonier Graduate School of Banking. Age 62. Director since 2005.

Peter A. Sears is a consultant for Quaker BioVentures, a $280 million venture capital group headquartered in Philadelphia. Previously, Mr. Sears held various executive positions with SmithKline (NYSE: GSK) including Assistant General Counsel, Assistant Secretary of the Corporation, General Manager of Japan and Korea Operations, Vice President for the Asia Pacific Region and Vice President of Corporate Development. He founded S.R. One Limited, SmithKline’s venture capital arm where he served as its President and the Corporation’s Vice President for Business Investments. Mr. Sears is a director of AVANT Immunotherapeutics, Inc. (Nasdaq NMS: AVAN), Protez Pharmaceuticals, Immune Control Pharmaceuticals, Smart Biosciences and Vybion, Inc. Mr. Sears is a graduate of Colgate University, Hamilton, New York and Harvard Law School, Cambridge, Massachusetts. Age 67. Director since 2005.

Executive Officers of Fox Chase MHC

The executive officers of Fox Chase MHC will be elected annually by Fox Chase MHC’s Board of Directors and serve at such Board’s discretion. The executive officers of Fox Chase MHC will be:

Thomas M. Petro	President and Chief Executive Officer
Jerry D. Holbrook	Chief Financial Officer and Secretary

Executive Officers of Fox Chase Bancorp

The executive officers of Fox Chase Bancorp will be elected annually by Fox Chase Bancorp’s Board of Directors and serve at such Board’s discretion. The executive officers of Fox Chase Bancorp will be:

Thomas M. Petro	President and Chief Executive Officer
Jerry D. Holbrook	Chief Financial Officer and Secretary

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Executive Officers of Fox Chase Bank

The executive officers of Fox Chase Bank are elected annually by the Board of Directors and serve at such Board’s discretion. Following the issuance of the Cease and Desist Order in June 2005, as required by the Order, all of our executive officers were replaced. The current executive officers of Fox Chase Bank are:

Thomas M. Petro	President and Chief Executive Officer
Jerry D. Holbrook	Executive Vice President and Chief Financial Officer
Keiron G. Lynch	Executive Vice President and Chief Administrative Officer
David C. Kowalek	Executive Vice President and Chief Credit Officer
James V. Schermerhorn	Executive Vice President and Chief Lending Officer

Below is information regarding our executive officers who are not also directors. Unless otherwise stated, each executive officer has held his or her current position for at least the last five years. Ages presented are as of March 31, 2006.

Jerry D. Holbrook, CMA, has served as Executive Vice President and Chief Financial Officer since 2005. From 2003 to 2005, Mr. Holbrook was Executive Vice President, Chief Financial Officer and Corporate Secretary for Northeast Pennsylvania Financial Corp. and its principal subsidiary First Federal Bank, a public thrift institution. Previously, Mr. Holbrook served as Chief Financial Officer for E-Duction, Inc., a financial services start-up. Previously, he was Senior Vice President of Finance at First USA Bank (now part of J. P. Morgan Chase) where he managed the asset/liability management committee and was responsible for securitization planning and debt issuances for a $70 billion credit card portfolio. He began his banking career with WSFS Financial Corp. where he served as Senior Vice President and Controller. Mr. Holbrook holds a B.S. in Accounting from the University of Kentucky. Age 50.

Keiron G. Lynch, CTP, has served as Executive Vice President and Chief Administrative Officer since 2005. From 1999 to 2005, Mr. Lynch was Vice President of Global Visa Commerce Product Development for Visa International. Previously, he was Director of Delivery for The Source² Group, LLC, a joint venture between Mellon Bank and MCI Systemhouse that provided outsourced accounts payable and accounts receivables services to companies nationwide. Mr. Lynch held a number of leadership positions with Mellon Bank over 17 years culminating as Vice President and Director of New Product Development for Mellon Bank’s Global Cash Management division. Mr. Lynch holds a B.A. in Economics from Duke University. Age 49.

David C. Kowalek has served as Executive Vice President and Chief Credit Officer since 2005. From 2004 to 2005, Mr. Kowalek was Senior Vice President and Chief Credit Officer for First Federal Bank, a public thrift institution. From 1987 to 2004, Mr. Kowalek held various credit and lending leadership positions with Wachovia Bank and predecessor financial institutions culminating as Senior Loan Officer responsible for a multi-state region in the mid-Atlantic area. He began his career at Chase Manhattan Bank. Mr. Kowalek holds an MBA from Adelphi University and a B.S. in Economics and Mathematics from Wilkes University. Age 52.

James V. Schermerhorn has served as Executive Vice President and Chief Lending Officer since 2005. From 2004 to 2005, Mr. Schermerhorn was Managing Director of Penn Mezzanine Fund in King of Prussia, Pennsylvania. From 2003 to 2004, he was Regional Vice President for Patriot Bank. Previously he was Executive Vice President and Chief Lending Officer for Republic First Bank. Mr. Schermerhorn held a number of leadership positions with Mellon Bank over 29 years including Managing Director of National Business Banking and Regional Middle Market Lending Manager for Mellon East. He began his career with Girard Bank. Mr. Schermerhorn holds a B.A. in Economics and Accounting from Muhlenberg College and is a graduate of the Stonier Graduate School of Banking. Age 62.

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Meetings and Committees of the Board of Directors of Fox Chase Bank

We conduct business through meetings of our board of directors and its committees. During the year ended December 31, 2005, the Board of Directors of Fox Chase Bank held 25 regular and special meetings.

Our Board of Directors maintains the following standing committees:

The Audit Committee, currently consisting of Messrs. Benning (Chair), Ballou, Bauer and Nichols, meets with the internal auditor to review audit programs and the results of audits of specific areas, as well as other regulatory compliance issues. In addition, the Audit Committee meets with the independent registered public accounting firm to review the results of the annual audit and other matters related to financial reporting policies and practices. The Audit Committee also approves all related party transactions, including loans to insiders. This committee met three times during the year ended December 31, 2005.

The Compensation Committee, currently consisting of Messrs. Bauer (Chair), Ballou, Benning and Nichols, determines compensation matters including salaries, cash incentive plans, long-term incentive plans and various employee benefits matters. The Compensation Committee establishes compensation plans for senior management and conducts the performance review of the Chief Executive Officer. This committee met two times during the year ended December 31, 2005.

The Nominating and Governance Committee, consisting of Messrs. Eisenstaedt (Chair), Ballou, Petro, Sears and Ms. Mercuri, is responsible for: (1) identifying individuals qualified to become Board members, consistent with criteria approved by the Board; (2) recommending to the Board the director nominees for the next annual meeting; (3) implementing policies and practices relating to corporate governance, including implementation of and monitoring adherence to corporate governance guidelines; (4) leading the Board in its annual review of the Board’s performance; and (5) recommending Director nominees for each committee. This committee was not formed until October 2005. Accordingly, this committee met only once during the year ended December 31, 2005.

The Executive Committee, consisting of Messrs. Eisenstaedt (Chair), Bauer, Benning, Nichols and Petro, reviews and approves certain loans that exceed established limits for officers and discusses matters that require attention between regularly scheduled board meetings and exercises the authority and powers of the Board as permitted by law. This committee was not formed until October 2005. Accordingly, this committee did not meet during the year ended December 31, 2005.

The Risk Management Committee, consisting of Messrs. Petro (Chair), Eisenstaedt, Sears and Ms. Mercuri, reviews and manages our material business risks by establishing and monitoring policies and procedure designed to identify, control, monitor and measure our material business risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputational risk. The Risk Management Committee also meets with the independent third-party loan review firm to assess significant credit risks and compliance with established lending policies and procedures. This committee was not formed until October 2005. Accordingly, this committee did not meet during the year ended December 31, 2005.

Committees of the Board of Directors of Fox Chase Bancorp

In connection with the formation of Fox Chase Bancorp, the Board of Directors will establish Audit, Compensation, Executive, Nominating and Governance and Risk Management Committees.

The Audit Committee, consisting of Messrs. Benning (Chair), Ballou, Bauer and Nichols, will meet periodically with the independent auditors and management to review accounting, auditing, internal control structure and financial reporting matters. Each member of the Audit Committee is independent under the definition contained in the listing standards of The Nasdaq Stock Market. The Board has determined that Mr. Benning is an “Audit Committee financial expert” as such term is defined by the rules and regulators of the Securities and Exchange Commission.

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The Compensation Committee, consisting of Messrs. Bauer (Chair), Ballou, Benning and Nichols, will be responsible for determining compensation matters including salaries, cash incentive plans, long-term incentive plans and various employee benefits matters. The Compensation Committee establishes compensation plans for senior management and conducts the performance review of the Chief Executive Officer. Each member of the Compensation Committee is independent under the definition contained in the listing standards of the Nasdaq Stock Market.

The Nominating and Governance Committee, consisting of Messrs. Eisenstaedt (Chair), Ballou, Sears and Ms. Mercuri, will be responsible for (1) identifying individuals qualified to become Board members, consistent with criteria approved by the Board; (2) recommending to the Board the director nominees for the next annual meeting; (3) implementing policies and practices relating to corporate governance, including implementation of and monitoring adherence to corporate governance guidelines; (4) leading the Board in its annual review of the Board’s performance; and (5) recommending Director nominees for each committee. Each member of the Nominating and Governance Committee is independent under the definition contained in the listing standards of the Nasdaq Stock Market.

The Executive Committee, consisting of Messrs. Eisenstaedt (Chair), Bauer, Benning, Nichols and Petro, will discuss matters that require attention between regularly scheduled board meetings and exercises the authority and powers of the Board as permitted by law.

The Risk Management Committee, consisting of Messrs. Petro (Chair), Eisenstaedt, Sears and Ms. Mercuri, will review and manage our material business risks by establishing and monitoring policies and procedure designed to identify, control, monitor and measure our material business risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputational risk.

Each of the committees listed above will operate under a written charter, which will govern its composition, responsibilities and operations.

Corporate Governance Policies and Procedures

In addition to establishing committees of the Board of Directors, Fox Chase Bancorp will also adopt several policies to govern the activities of both Fox Chase Bancorp and Fox Chase Bank, including a corporate governance policy and a code of business conduct and ethics. The corporate governance policy will set forth:

• the duties and responsibilities of each director;

• the composition, responsibilities and operation of the Board of Directors;

• the establishment and operation of board committees;

• succession planning;

• appointing an independent lead director and convening executive sessions of independent directors;

• the Board of Directors’ interaction with management and third parties; and

• the evaluation of the performance of the Board of Directors and the chief executive officer.

The code of business conduct and ethics, which will apply to all employees and directors, will address conflicts of interest, the treatment of confidential information, general employee conduct and compliance with applicable laws, rules and regulations. In addition, the code of business conduct and ethics will be designed to deter wrongdoing and to promote honest and ethical conduct, the avoidance of conflicts of interest, full and accurate disclosure and compliance with all applicable laws, rules and regulations.

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Directors’ Compensation

Fees. The following table sets forth the applicable retainers and fees that will be paid to our non-employee directors for their service on our Board of Directors during 2006.

Annual Retainer	$	20,000
Additional Retainer for Chairman of the Board	$	10,000
Fee per Board Meeting Attended	$	1,500
Fee per Committee Meeting Attended	$	1,000
Retainer for Committee Chair, except Audit Committee	$	4,000
Retainer for Audit Committee Chair	$	10,000

Directors will not receive any fees for their service on the board of directors of Fox Chase Bancorp or Fox Chase MHC.

Executive Compensation

Summary Compensation Table. The following information is provided for our President and Chief Executive Officer and other executive officers of Fox Chase Bank who received a salary and bonus of $100,000 or more during the year ended December 31, 2005.

	Year	Annual Compensation (1)(2)				All Other Compensation
Name and Position		Salary		Bonus
Thomas M. Petro (3)	2005	$	131,012	$	35,000	$	—
President and Chief Executive Officer
Jerry D. Holbrook (4)	2005	$	90,282	$	30,000	$	—
Executive Vice President and Chief
Financial Officer
Gregory S. Cipa (5)	2005	$	148,548	$	—	$	—
Former President and Chief
Executive Officer

(1) Does not include the aggregate amount of perquisites or other personal benefits, which was less than $50,000 or 10% of the total annual salary and bonus reported. In 2005, the Board of Directors discontinued the payment of any perquisites or other personal benefits to executive officers.

(2) Compensation information for 2004 and 2005 has been omitted as Fox Chase Bancorp was neither a public company nor a subsidiary of a public company at that time.

(3) Mr. Petro was appointed President and Chief Executive Officer on June 20, 2005. His salary and bonus reflect that he was only employed by Fox Chase Bank for a portion of 2005. For 2006, Mr. Petro will receive a salary of $265,000 and is eligible to receive up to $50,000 in bonuses, subject to the discretion of the board of directors.

(4) Mr. Holbrook was appointed Executive Vice President and Chief Financial Officer on August 16, 2005. His salary and bonus reflect that he was only employed by Fox Chase Bank for a portion of 2005. For 2006, Mr. Holbrook will receive a salary of $200,000 and is eligible to receive up to $50,000 in bonuses, subject to the discretion of the board of directors.

(5) Mr. Cipa ceased to be an employee of Fox Chase Bank on March 30, 2005.

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Employment Agreements. Upon completion of the offering, Fox Chase Bank and Fox Chase Bancorp will each enter into three-year employment agreements with Thomas M. Petro and Jerry D. Holbrook. These agreements will replace the executives’ existing employment agreements with Fox Chase. In addition, Fox Chase Bank will enter into employment agreements with three additional senior officers. Fox Chase Bank and Fox Chase Bancorp will enter into the agreements to help ensure the maintenance of a stable and competent management base after the offering. The continued success of Fox Chase Bank and Fox Chase Bancorp depends to a significant degree on the skills and competence of these individuals.

The term of each employment agreement may be renewed on an annual basis after review and extension by the respective Boards of Directors. The employment agreements for Messrs. Petro and Holbrook establish base salaries (effective as of March 31, 2006) of $265,000 and $200,000, respectively. The Boards of Directors will review each executive’s base salary each year in order to consider any appropriate changes. In addition to base salary, the employment agreements provide for, among other things, participation in stock-based benefit plans and fringe benefits applicable to each executive. The agreements for Messrs. Petro and Holbrook also provide the executives with a disability benefit equal to two-thirds of the executive’s bi-weekly rate of base salary as of his termination date. Disability payments are reduced by any disability benefits paid to an executive under any policy or program maintained by Fox Chase Bank. An executive will cease to receive disability payments upon the earlier of: (1) the date an executive returns to full-time employment; (2) the death of the executive; (3) executive’s attainment of age 65; or (4) the expiration of the executive’s employment agreement.

The employment agreements provide that Fox Chase Bank and Fox Chase Bancorp may terminate an executive’s employment for cause, as described in the employment agreements, at any time. If Fox Chase Bank or Fox Chase Bancorp terminates an executive’s employment for reasons other than for cause, or if an executive resigns from Fox Chase Bank or Fox Chase Bancorp after specified circumstances set forth in the agreements that would constitute constructive termination, the executive or, if he dies, his beneficiary, would be entitled to receive his base salary and life, medical and dental insurance coverage for the remaining term of this agreement. In addition, the executive would be entitled to receive, for the remaining term of the agreement, all benefits he would have received during the remaining term of the agreement under any retirement program (tax-qualified or non-qualified) in which the executive participated before his termination of employment. Upon termination of the executive’s employment for reasons other than cause or a change in control, the executive must adhere to a one year non-competition restriction.

Under the terms of the employment agreements, if Mr. Petro or Mr. Holbrook voluntarily (upon circumstances discussed in the agreement) or involuntarily terminates employment following a change in control of Fox Chase Bank or Fox Chase Bancorp, the executive or, if the executive dies, the executive’s beneficiary, would be entitled to receive a severance payment equal to the greater of: (1) the payments and benefits due for the remaining term of the agreement or (2) three times the executive’s average base salary and incentive compensation for the three preceding taxable years or (3) three times the executive’s base salary plus incentive compensation for the most recent taxable year (or portion of the taxable year). Fox Chase Bank would also continue to pay or provide for life, medical and dental coverage for executive and his dependents for 36 months following his termination of employment.

Section 280G of the Internal Revenue Code provides that severance payments that equal or exceed three times an individual’s base amount are deemed to be “excess parachute payments” if they are contingent upon a change in control. Individuals receiving excess parachute payments are subject to a 20% excise tax on the amount of the payment in excess of the base amount, and the employer may not deduct such amount for federal tax purposes. The employments agreements limit payments made to the executives in connection with a change in control to amounts that will not exceed the limits imposed by Section 280G. If a change in control of Fox Chase Bank or Fox Chase Bancorp occurred, the total amount of payments due under the employment agreements, based solely on the executives’ current base salaries and cash incentive compensation without regard to future base salary adjustments or bonuses and excluding any benefits under any employee benefit plan which may be payable) would be approximately $3.2 million.

Fox Chase Bank or Fox Chase Bancorp will pay or reimburse the executives for all reasonable costs and legal fees paid or incurred by the executives in any dispute or question of interpretation relating to the employment

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agreements if an executive is successful on the merits in a legal judgment, arbitration or settlement. The employment agreements also provide that Fox Chase Bank and Fox Chase Bancorp will indemnify the executives to the fullest extent legally allowable.

Change in Control Agreements. Upon completion of the offering, Fox Chase Bank will enter into change in control agreements with certain officers. The change in control agreement will have one to two year terms and may be renewed on an annual basis after review and extension by the Fox Chase Bank board of directors. Following a change in control, if within the term of the agreements, Fox Chase Bank or Fox Chase Bancorp or their successors terminates the employment of an individual who has entered into a change in control agreement for reasons other than for cause, or if the individual voluntarily resigns upon the occurrence of circumstances specified in the agreements, the officer will receive a severance payment under the agreement equal to twelve months or twenty-four months base salary. Fox Chase Bank will also continue health, dental and life insurance coverage for three months following termination of employment. Section 280G of the Internal Revenue Code provides that severance payments that equal or exceed three times an individual’s base amount are deemed to be “excess parachute payments” if they are contingent upon a change in control. Individuals receiving excess parachute payments are subject to a 20% excise tax on the amount of the payment in excess of the base amount, and the employer may not deduct such amount for federal tax purposes. The change in control agreements limit payments made to the executives in connection with a change in control to amounts that will not exceed the limits imposed by Section 280G of the Internal Revenue Code. If a change in control of Fox Chase Bank or Fox Chase Bancorp occurred, the total amount of payments due under the change in control agreements, based solely on the executives’ current base salaries and cash incentive compensation (without regard to future base salary adjustments or bonuses and excluding any benefits under any employee benefit plan which may be payable) would be approximately $1.2 million.

Under the terms of the change in control agreements, the executives are prohibited from competing with Fox Chase Bank or Fox Chase Bancorp for one year following their termination of employment.

Employee Severance Compensation Plan. Fox Chase Bank maintains a severance policy for the purpose of providing full and part-time employees with a severance benefit in the event they are terminated for reasons other than cause (as defined in the policy). In connection with the offering, Fox Chase Bank has amended and restated its severance policy in its entirety to provide change in control benefits to full and part-time employees of Fox Chase Bank and its affiliates whose employment terminates in connection with a change in control of Fox Chase Bank or Fox Chase Bancorp. Employees become eligible for severance benefits under the plan upon hire and eligible for change in control benefits under the plan after one year of service with Fox Chase Bank. Individuals who enter into employment agreements with Fox Chase Bank or Fox Chase Bancorp are not eligible to receive benefits under the plan. Individuals who enter into change in control agreements with Fox Chase Bank are not eligible to receive the change in control benefits provided under the plan. The plan provides that if, within 12 months of a change in control, Fox Chase Bank or Fox Chase Bancorp or their successors terminate an employee’s employment or if the individual voluntarily terminates employment upon the occurrence of events specified in the severance plan, then that individual will receive a severance payment equal to the product of (1) two weeks of base compensation (as defined in the plan) and (2) an employee’s years of service (including partial years), but in no event less than four week’s base compensation or more than one year’s base compensation. In addition to a cash payment, all employees are eligible to receive three months of employer-paid COBRA health benefits if the employee was participating in the employer’s medical plans prior to his or her termination. The Board of Directors administers the severance plan and has the sole discretion to interpret the terms of the plan and to make all determination about the payment of benefits. Based solely on current compensation levels, benefits and years of service at December 31, 2005 and assuming all eligible employees became entitled to receive severance payments, the aggregate payments due under the severance plan would equal approximately $849,000.

Executive Long-Term Incentive Plan. Fox Chase Bank maintains the Executive Long-Term Incentive Plan to retain and attract key officers who can contribute to the financial and business success of Fox Chase Bank. The plan is a deferred compensation plan which permits participants to defer long term cash incentive awards until separation of service with Fox Chase Bank. The Board of Directors determines and approves the long term incentive award for the chief executive officer of Fox Chase Bank and the chief executive officer recommends the long term incentive award amounts for each eligible employee position. All awards vest over a five year period with 60% of

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the award vesting on the third anniversary of the plan year to which the award was granted, 80% on the fourth anniversary and 100% on the fifth anniversary, unless otherwise determined by the board of directors on date of grant.

Benefit Plans

401(k) Plan. We maintain the Fox Chase Bank 401(k) Profit Sharing Plan, a tax-qualified defined contribution plan, for all employees of Fox Chase Bank who have satisfied the plan eligibility requirements. Participants become eligible to participate in the plan on the first day of the month coinciding with or following their attainment of age 18 and completion of 30 days of service with Fox Chase Bank. Eligible employees may contribute up to 100% of their compensation to the plan on a pre-tax basis, subject to limitations imposed by the Internal Revenue Code of 1986, as amended. For 2006, the limit is $15,000; provided, however, that participants over age 50 may contribute an additional $5,000 to the plan. Under the plan, the Bank makes matching contributions equal to 33 1/3% of a participant’s deferral contributions up to a maximum of 6% of a participant’s deferred compensation. The plan also permits Fox Chase Bank (in its sole discretion) to make discretionary profit-sharing contributions. Participants are always 100% vested in their salary deferrals. Participants vest in their matching contributions at the rate of 20% per year over a five-year period.

Participants have individual accounts under the plan and may direct the investment of their accounts among a variety of investment funds. In connection with the offering, the plan will add another investment alternative, the Fox Chase Bancorp Stock Fund. The Fox Chase Bancorp Stock Fund will allow participants to purchase Fox Chase Bancorp common stock in the offering and on an ongoing basis after the close of the offering. The Fox Chase Bancorp Stock Fund will permit participants to invest up to 50% of their 401(k) plan account balances in Fox Chase Bancorp common stock during the offering. Following the offering, participants will not be restricted on the amount of Fox Chase Bancorp common stock they can purchase with their 401(k) plan funds. A participant who elects to purchase common stock in the offering through the plan will receive the same subscription priority, and be subject to the same individual purchase limitations, as if the participant had elected to purchase the common stock using other funds. See “The Reorganization and the Stock Offering—Subscription Offering and Subscription Rights” and “—Limitations on Purchases of Shares.” An independent trustee will purchase common stock in the offering on behalf of plan participants, to the extent that shares are available. Participants will direct the trustee regarding the voting of shares purchased for their plan accounts.

Employee Stock Ownership Plan. In connection with the reorganization, Fox Chase Bank intends to adopt an employee stock ownership plan for eligible employees. The employee stock ownership plan is a tax-qualified defined contribution which invests primarily in employer stock. All eligible employees who are employed by Fox Chase Bank as of June 30, 2006 and continue to be employed as of the closing date, will become participants in the employee stock ownership plan as of the effective date of the plan. Following the close of the offering, future eligible employees will become participants in the employee stock ownership plan on the entry date following or coincident with the date the employee attains age 18 and completes six months of service with Fox Chase Bank.

We expect to engage a third party trustee to purchase, on behalf of the employee stock ownership plan, 3.92% of the total number of shares of Fox Chase Bancorp common stock issued in the reorganization, including shares issued to Fox Chase MHC and contributed to the charitable foundation (369,852, 435,120, 500,388 and 575,446 at the minimum, midpoint, maximum and adjusted maximum of the offering range, respectively). We anticipate that the employee stock ownership plan will fund its purchase in the offering through a loan from Fox Chase Bancorp. The loan amount will equal 100% of the aggregate purchase price of the common stock, and will be repaid principally through Fox Chase Bank’s contributions to the employee stock ownership plan and dividends payable on common stock held by the plan over the anticipated 15-year term of the loan. The interest rate for the employee stock ownership plan loan will be at a fixed rate.

The trustee will hold the shares purchased by the employee stock ownership plan in a loan suspense account. Shares will be released from the suspense account on a pro rata basis as the Bank repays the employee stock ownership plan loan. The trustee will allocate the shares released among participants on the basis of each participant’s proportional share of compensation. Participants will vest 20% in their employee stock ownership plan

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benefits over a five (5) year period. Participants also will become fully vested upon retirement, death or disability, a change in control, or the termination of the plan. Participants will generally receive distributions from the plan upon separation from service. Any unvested shares forfeited upon a participant’s termination of employment will be reallocated among remaining participants, in accordance with the terms of the plan.

Participants may direct the trustee regarding the voting of common stock credited to their employee stock ownership plan accounts. The trustee will vote all allocated shares held in the plan as instructed by participants. The trustee will vote unallocated shares, as well as allocated shares for which no participant instructions are received, in the same ratio as those shares for which participants provide instructions, subject to the fiduciary responsibilities of the trustee.

Under applicable accounting requirements, the Bank will record compensation expense for the leveraged employee stock ownership plan at the fair market value of the shares when committed for release to participant accounts. See “Pro Forma Data.”

The employee stock ownership plan must meet certain requirements of the Code and the Employee Retirement Income Security Act of 1974, as amended (ERISA). We intend to request a favorable determination letter from the Internal Revenue Service regarding the tax-qualified status of the plan. We expect, but cannot guarantee, the receipt of a favorable determination letter for the plan.

Future Equity Incentive Plan. Following the reorganization, we may adopt an equity incentive plan that will provide for grants of stock options and restricted stock. In accordance with applicable regulations, we anticipate that the plan will authorize a number of stock options equal to 4.9% of the total shares issued in the reorganization, including shares issued to Fox Chase MHC and contributed to the charitable foundation, and shares of restricted stock equal to 1.96% of the total shares issued in the reorganization. Therefore, the number of shares reserved under the plan will range from 647,241 shares, assuming 4,110,745 shares are sold in the offering, to 875,679 shares, assuming 5,561,596 shares are sold in the offering.

We may fund the equity incentive plan through the purchase of Fox Chase Bancorp common stock in the open market by a trust established in connection with the plan or from authorized, but unissued, shares of common stock. The acquisition of additional authorized, but unissued, shares by the equity incentive plan after the offering would dilute the interests of existing stockholders. See “Pro Forma Data.”

We will grant all stock options at an exercise price equal to 100% of the fair market value of the stock on the grant date. We may grant restricted stock awards at no cost to recipients. Restricted stock awards and stock options will generally vest ratably over a five-year period, or as otherwise permitted by the Office of Thrift Supervision, but Fox Chase Bancorp may also make vesting contingent upon the satisfaction of performance goals established by the Board of Directors or the committee charged with administering the plan. All outstanding awards will accelerate and become fully vested upon a change in control of Fox Chase Bancorp.

The equity incentive plan will comply with all applicable Office of Thrift Supervision regulations. We will submit the equity incentive plan to stockholders for approval, at which time we will provide stockholders with detailed information about the plan. Under current Office of Thrift Supervision regulations, the plan must be approved by a majority of the total votes eligible to be cast by our stockholders, other than Fox Chase MHC, unless we obtain a waiver that allows approval by a different vote standard.

Transactions with Fox Chase Bank

Loans and Extensions of Credit. The Sarbanes-Oxley Act generally prohibits loans by Fox Chase Bank to its executive officers and directors. However, the Sarbanes-Oxley Act contains a specific exemption from such prohibition for loans by Fox Chase Bank to its executive officers and directors in compliance with federal banking regulations. Federal regulations require that all loans or extensions of credit to executive officers and directors of insured institutions must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and must not involve more than the

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normal risk of repayment or present other unfavorable features. Fox Chase Bank is therefore prohibited from making any new loans or extensions of credit to executive officers and directors at different rates or terms than those offered to the general public. Notwithstanding this rule, federal regulations permit Fox Chase Bank to make loans to executive officers and directors at reduced interest rates if the loan is made under a benefit program generally available to all other employees and does not give preference to any executive officer or director over any other employee.

In addition, loans made to a director or executive officer in an amount that, when aggregated with the amount of all other loans to the person and his or her related interests, are in excess of the greater of $25,000 or 5% of Fox Chase Bank’s capital and surplus, up to a maximum of $500,000, must be approved in advance by a majority of the disinterested members of the Board of Directors. See “Regulation and Supervision—Regulation of Federal Savings Associations—Transactions with Related Parties.”

At March 31, 2006, one related party had outstanding loans totalling $4.5 million, or approximately 7.1% of equity at March 31, 2006. These loans were secured by real estate and were performing according to their original terms at March 31, 2006. The aggregate amount of loans by Fox Chase Bank to its executive officers and directors was $5.3 million at March 31, 2006, or approximately 4.8% of pro forma stockholders’ equity, assuming that 5,561,596 shares are sold in the offering. These loans were performing according to their original terms at March 31, 2006.

Other Transactions

There are no transactions or series of similar transactions between Fox Chase Bank and any director or executive officer in which the amount involved exceeds $60,000 since the beginning of Fox Chase Bank’s last fiscal year, or which are currently proposed.

Indemnification for Directors and Officers

Fox Chase Bancorp’s bylaws provide that Fox Chase Bancorp shall indemnify all officers, directors and employees of Fox Chase Bancorp to the fullest extent permitted under federal law against all expenses and liabilities reasonably incurred by them in connection with or arising out of any action, suit or proceeding in which they may be involved by reason of their having been a director or officer of Fox Chase Bancorp. Such indemnification may include the advancement of funds to pay for or reimburse reasonable expenses incurred by an indemnified party to the fullest extent permitted under federal law. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Fox Chase Bancorp pursuant to its bylaws or otherwise, Fox Chase Bancorp has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.

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Subscriptions by Executive Officers and Directors

The following table presents certain information as to the approximate anticipated purchases of common stock by our directors and executive officers, including their associates, as defined by applicable regulations in the subscription and community offerings and in the open market after the reorganization. No individual has entered into a binding agreement to purchase these shares and, therefore, actual purchases could be more or less than indicated. For purposes of the following table, sufficient shares are assumed to be available to satisfy subscriptions in all categories. However, all of our directors, except for Ms. Mercuri, and all of our executive officers became affiliated with Fox Chase Bank after December 31, 2004. None of these newly hired individuals had deposits with Fox Chase Bank before their date of appointment or hire. Accordingly, none of these newly hired individuals have the ability to subscribe for shares in the first category of the subscription offering. However, such individuals would be able to purchase shares as supplemental eligible account holders in the third category of the subscription offering or in the community offering. Thus, if all of the shares being offered are subscribed for in the first category of the subscription offering, these newly hired individuals will need to purchase shares in the open market after the completion of the reorganization. Directors and executive officers and their associates may not purchase more than 25% of the shares sold in the reorganization to persons other than Fox Chase MHC.

	Proposed Purchases of Stock in the Offering			Proposed Purchases of Stock in the Open Market After the Reorganization (1)			Total Purchases			Percent of Shares at Minimum of Offering Range		Percent of Shares at Maximum of Offering Range
Name	Number of Shares	Dollar Amount		Number of Shares	Dollar Amount		Number of Shares	Dollar Amount
Roger H. Ballou	20,000	$	200,000	5,000	$	50,000	25,000	$	250,000	0.61	%	0.45	%
Richard E. Bauer	2,500		25,000	—		—	2,500		25,000	0.06		0.04
Todd S. Benning	20,000		200,000	5,000		50,000	25,000		250,000	0.61		0.45
Richard M. Eisenstaedt	15,000		150,000	—		—	15,000		150,000	0.36		0.27
Jerry D. Holbrook	20,000		200,000	12,500		125,000	32,500		325,000	0.79		0.59
David C. Kowalek	20,000		200,000	15,000		150,000	35,000		350,000	0.85		0.63
Keiron G. Lynch	5,000		50,000	—		—	5,000		50,000	0.12		0.09
Laura M. Mercuri	1,500		15,000	—		—	1,500		15,000	0.04		0.03
Anthony A. Nichols	20,000		200,000	17,500		175,000	37,500		375,000	0.91		0.67
Thomas M. Petro	20,000		200,000	25,000		250,000	45,000		450,000	1.09		0.81
James V. Schermerhorn	20,000		200,000	5,000		50,000	25,000		250,000	0.61		0.45
Peter A. Sears	20,000		200,000	17,500		175,000	37,500		375,000	0.91		0.67
All directors and executive officers as a group (12 persons)	184,000	$	1,840,000	102,500	$	1,025,000	286,500	$	2,865,000	6.97	%	5.15	%

(1) Assumes shares to be purchased in the open market after the completion of the reorganization are purchased at $10.00 per share. The amount of shares that the directors and executive officers purchase in the open market after the completion of the reorganization will be affected by the price and availability of such shares.

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Regulation and Supervision

General

Fox Chase Bank is subject to extensive regulation, examination and supervision by the Office of Thrift Supervision, as its primary federal regulator, and the Federal Deposit Insurance Corporation, as its deposits insurer. Fox Chase Bank is a member of the Federal Home Loan Bank System and its deposit accounts are insured up to applicable limits by the Deposit Insurance Fund managed by the Federal Deposit Insurance Corporation. Fox Chase Bank must file reports with the Office of Thrift Supervision and the Federal Deposit Insurance Corporation concerning its activities and financial condition in addition to obtaining regulatory approvals before entering into certain transactions such as mergers with, or acquisitions of, other financial institutions. There are periodic examinations by the Office of Thrift Supervision and, under certain circumstances, the Federal Deposit Insurance Corporation to evaluate Fox Chase Bank’s safety and soundness and compliance with various regulatory requirements. This regulatory structure is intended primarily for the protection of the insurance fund and depositors. The regulatory structure also gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of adequate loan loss reserves for regulatory purposes. Any change in such policies, whether by the Office of Thrift Supervision, the Federal Deposit Insurance Corporation or Congress, could have a material adverse impact on Fox Chase Bancorp, Fox Chase MHC and Fox Chase Bank and their operations. Fox Chase Bancorp and Fox Chase MHC, as savings and loan holding companies, will be required to file certain reports with, will be subject to examination by, and otherwise must comply with the rules and regulations of the Office of Thrift Supervision. Fox Chase Bancorp will also be subject to the rules and regulations of the Securities and Exchange Commission under the federal securities laws.

Certain of the regulatory requirements that are or will be applicable to Fox Chase Bank, Fox Chase Bancorp and Fox Chase MHC are described below. This description of statutes and regulations is not intended to be a complete explanation of such statutes and regulations and their effects on Fox Chase Bank, Fox Chase Bancorp and Fox Chase MHC and is qualified in its entirety by reference to the actual statutes and regulations.

Order to Cease and Desist

On June 6, 2005, we consented to the issuance of an Order to Cease and Desist by the Office of Thrift Supervision. An Order to Cease and Desist is a formal supervisory action that is issued to halt violations of law and/or require an institution to take affirmative actions to correct conditions resulting from such violations.

In January 2005, we were designated as a “troubled institution” for regulatory purposes. The Order to Cease and Desist did not remove our designation as a “troubled institution.” Such designation requires Fox Chase Bank to pay increased assessment fees to the Office of Thrift Supervision and increases the deposit insurance premiums paid to the Federal Deposit Insurance Corporation. Further, such designation generally requires our regulators to undertake additional procedures when considering applications we submit, such as for the establishment of new branches, for acquisitions or for certain dividend payments, which may result in a delay in the processing of our applications.

As part of the Order to Cease and Desist, the Office of Thrift Supervision generally ordered us to discontinue the following practices:

• violating laws and regulations relating to:

• our failure to maintain adequate real estate lending policies, as such policies did not provide: (1) prudent underwriting standards that enabled lending staff to evaluate a credit application; (2) administration procedures; and (3) failed to require the verification of information on borrower’s personal and business statements;

• loans that were originated in excess of the institution’s loans-to-one-borrower lending limit;

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• our failure to adequately evaluate and classify our assets on a regular basis and our failure to establish an adequate valuation allowance on such classified assets;

• our failure to file accurate regulatory reports, including Office of Thrift Supervision Thrift Financial Report and Suspicious Activity Reports;

• our failure to adhere to the requirements of Regulation O regarding extensions of credits to insiders of the institution by issuing extensions of credit in excess of regulatory permissible amounts and by failing to report such loans to the Office of Thrift Supervision as required by regulation;

• our failure to adhere to real estate appraisal standards that met regulatory guidelines or the requirements of the Uniform Standards of Professional Appraisal Practice; and

• our failure to provide the required certification on the Office of Thrift Supervision Thrift Financial Reports by officers and directors;

• originating, purchasing, refinancing or otherwise modifying any acquisition, development or construction loan or any higher risk loan, except for certain residential construction loans;

• originating, purchasing, refinancing or otherwise modifying any mortgage or consumer loan, except for: (1) high prime-quality (as defined in the Order) first lien, owner-occupied residential mortgage loans; or (2) prudently underwritten, well-secured consumer loans;

• entering into any new commitment to fund any loan that will result in the borrower exceeding our loans to one borrower limit;

• paying bonuses, incentive compensation or non-salary compensation except with the prior approval of the Board of Directors;

• growing assets other than in an amount not to exceed net interest credited on deposit liabilities;

• entering into, renewing or revising any compensation-related contractual arrangement with any director or senior executive officer without prior notice to and non-objection of the Office of Thrift Supervision;

• entering into any third-party contracts outside of the normal course of business with the prior written non-objection of the Office of Thrift Supervision; and

• accepting any brokered deposits, except in accordance with Federal Deposit Insurance Corporation regulations regarding unsafe and unsound banking practices.

As part of the Order to Cease and Desist, we were also ordered to take specific actions within time periods up to 120 days from the date of the Order, and take other actions on a quarterly basis or otherwise during the life of the Order. We were required to:

• hire a new chief executive officer by establishing an executive search committee, adopting an executive retirement plan and hiring an executive recruitment firm;

• update the Office of Thrift Supervision monthly as to our status in hiring a new chief executive officer;

• assess our capital position and exposure to certain higher risk loans (as defined in the Order);

• have management submit to the board quarterly a written report identifying all loans granted as an exception to our loan policies;

• develop, adopt and implement a three-year business plan and budget;

• take all appropriate actions to enhance our capital ratios so that they exceed the ratios required for a “well-capitalized” institution;

• review, revise and enhance our underwriting policies and procedures for all real estate-related lending;

• review and revise existing written appraisal policies and procedures;

• develop, adopt and implement policies to ensure compliance with the loan-to-one borrower limitation rules;

• adopt policies and procedures regarding credit administration and hire staff to ensure the proper implementation of the policies and procedures;

• establish a $12.3 million provision for loan losses for the year ended December 31, 2004;

• maintain an appropriate allowance for loan and lease losses;

• adopt a formal written internal asset review program to identify and classify problem assets;

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• hire a third party to conduct an independent asset review;

• have management submit to the board quarterly a written report regarding the status and resolution of each classified asset;

• adopt a comprehensive asset workout policy;

• hire two new independent directors;

• implement a director succession plan;

• have management review with the board reports prepared by third-party consultants retained by us;

• provide, at each board meeting, the opportunity for directors to meet in executive session outside the presence of management;

• create, with the assistance of a third party, a staffing plan and a management succession plan;

• review our existing organizational structure and develop, adopt and implement written policies and procedures establishing clear lines of authority, responsibility and reporting;

• implement a business continuity plan;

• adopt appropriate actions based on the written report and recommendations of a third-party consultant who has been retained to review our Thrift Financial Reports;

• accurately prepare, attest to and retain each Thrift Financial Report;

• have our independent auditor reconcile our audited financial statements to each Thrift Financial Report;

• have our internal auditor conduct an audit and issue a written report concerning various corporate expenses;

• adopt and implement written policies and procedures for the payment and reimbursement of expenses incurred by directors, officers and employees;

• adopt a code of ethics;

• address all matters requiring board attention in our Office of Thrift Supervision report of examination;

• establish a board committee to ensure compliance with the Order; and

• notify the Office of Thrift Supervision in advance of any changes in the Board of Directors or senior management.

Since the issuance of the Order to Cease and Desist, we have complied with all directives contained in the Order, including (1) hiring new senior management; (2) appointing six new non-employee directors to our board; (3) adopting detailed and more stringent lending and interest rate risk policies, specifically with regard to policies and procedures for the determination of the allowance for loan losses; and (4) developing a new three-year strategic plan, which requires us to improve our capital position and our earnings capability, which contemplates this mutual holding company reorganization and stock offering. Effective June 28, 2006, the Order to Cease and Desist was terminated and Fox Chase Bank was deemed to no longer be in “troubled condition.”

Regulation of Federal Savings Associations

Business Activities. Federal law and regulations, primarily the Home Owners’ Loan Act and the regulations of the Office of Thrift Supervision, govern the activities of federal savings banks, such as Fox Chase Bank. These laws and regulations delineate the nature and extent of the activities in which federal savings banks may engage. In particular, certain lending authority for federal savings banks, e.g., commercial, nonresidential real property loans and consumer loans, is limited to a specified percentage of the institution’s capital or assets.

Branching. Federal savings banks are generally authorized to establish branch offices in any state or states of the United States and its territories, subject to applicable notice or application requirements of the Office of Thrift Supervision.

Capital Requirements. The Office of Thrift Supervision’s capital regulations require federal savings institutions to meet three minimum capital standards: a 1.5% tangible capital to total assets ratio; a 4% leverage ratio (3% for institutions receiving the highest rating on the CAMELS examination rating system); and an 8% risk-based capital ratio. In addition, the prompt corrective action standards discussed below also establish, in effect, a minimum

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2% tangible capital standard, a 4% leverage ratio (3% for institutions receiving the highest rating on the CAMELS system) and, together with the risk-based capital standard itself, a 4% Tier 1 risk-based capital standard. The Office of Thrift Supervision regulations also require that, in meeting the tangible, leverage and risk-based capital standards, institutions must generally deduct investments in and loans to subsidiaries engaged in activities that are not permissible for a national bank.

The risk-based capital standard requires federal savings institutions to maintain Tier 1 (core) and total capital (which is defined as core capital and supplementary capital) to risk-weighted assets of at least 4% and 8%, respectively. In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet assets, recourse obligations, residual interests and direct credit substitutes, are multiplied by a risk-weight factor of 0% to 100% assigned by the Office of Thrift Supervision capital regulation based on the risks believed inherent in the type of asset. Core (Tier 1) capital is defined as common stockholders’ equity (including retained earnings), certain noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries, less intangibles other than certain mortgage servicing rights and credit card relationships. The components of supplementary capital currently include cumulative preferred stock, long-term perpetual preferred stock, mandatory convertible securities, subordinated debt and intermediate preferred stock, the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted assets and up to 45.0% of unrealized gains on available-for-sale equity securities with readily determinable fair market values. Overall, the amount of supplementary capital included as part of total capital cannot exceed 100.0% of core capital.

The Office of Thrift Supervision also has authority to establish individual minimum capital requirements in appropriate cases upon a determination that an institution’s capital level is or may become inadequate in light of the particular circumstances. At March 31, 2006, Fox Chase Bank met each of these capital requirements.

Prompt Corrective Regulatory Action. The Office of Thrift Supervision is required to take certain supervisory actions against undercapitalized institutions, the severity of which depends upon the institution’s degree of undercapitalization. Generally, a savings institution that has a ratio of total capital to risk weighted assets of less than 8.0%, a ratio of Tier 1 (core) capital to risk-weighted assets of less than 4.0% or a ratio of core capital to total assets of less than 4.0% (3.0% or less for institutions with the highest examination rating) is considered to be “undercapitalized.” A savings institution that has a total risk-based capital ratio of less than 6.0%, a Tier 1 capital ratio of less than 3.0% or a leverage ratio that is less than 3.0% is considered to be “significantly undercapitalized” and a savings institution that has a tangible capital to assets ratio equal to or less than 2.0% is deemed to be “critically undercapitalized.” Subject to a narrow exception, the Office of Thrift Supervision is required to appoint a receiver or conservator within specified time frames for an institution that is “critically undercapitalized.” An institution must file a capital restoration plan with the Office of Thrift Supervision within 45 days of the date it receives notice that it is “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized.” Compliance with the plan must be guaranteed by any parent holding company in an amount of the lesser of up to 5% of the institution’s assets when it becomes undercapitalized or the amount necessary to achieve full regulatory capital compliance. In addition, numerous mandatory supervisory actions become immediately applicable to an undercapitalized institution, including, but not limited to, increased monitoring by regulators and restrictions on growth, capital distributions and expansion. “Significantly undercapitalized” and “critically undercapitalized” institutions are subject to more extensive mandatory regulatory actions. The Office of Thrift Supervision could also take any one of a number of discretionary supervisory actions, including the issuance of a capital directive and the replacement of senior executive officers and directors.

Loans to One Borrower. Federal law provides that savings institutions are generally subject to the limits on loans to one borrower applicable to national banks. A savings institution may not make a loan or extend credit to a single or related group of borrowers in excess of 15.0% of its unimpaired capital and surplus. An additional amount may be lent, equal to 10.0% of unimpaired capital and surplus, if secured by specified readily-marketable collateral.

Standards for Safety and Soundness. As required by statute, the federal banking agencies have adopted Interagency Guidelines Prescribing Standards for Safety and Soundness. The guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository

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institutions before capital becomes impaired. If the Office of Thrift Supervision determines that a savings institution fails to meet any standard prescribed by the guidelines, the Office of Thrift Supervision may require the institution to submit an acceptable plan to achieve compliance with the standard.

Limitation on Capital Distributions. Office of Thrift Supervision regulations impose limitations upon all capital distributions by a savings institution, including cash dividends, payments to repurchase its shares and payments to stockholders of another institution in a cash-out merger. Under the regulations, an application to and the prior approval of the Office of Thrift Supervision are required before any capital distribution if the institution does not meet the criteria for “expedited treatment” of applications under Office of Thrift Supervision regulations (i.e., generally, examination and Community Reinvestment Act ratings in the two top categories), the total capital distributions for the calendar year exceed net income for that year plus the amount of retained net income for the preceding two years, the institution would be undercapitalized following the distribution or the distribution would otherwise be contrary to a statute, regulation or agreement with the Office of Thrift Supervision. If an application is not required, the institution must still provide prior notice to the Office of Thrift Supervision of the capital distribution if, like Fox Chase Bank, it is a subsidiary of a holding company. If Fox Chase Bank’s capital were ever to fall below its regulatory requirements or the Office of Thrift Supervision notified it that it was in need of increased supervision, its ability to make capital distributions could be restricted. In addition, the Office of Thrift Supervision could prohibit a proposed capital distribution that would otherwise be permitted by the regulation, if the agency determines that such distribution would constitute an unsafe or unsound practice.

Qualified Thrift Lender Test. Federal law requires savings institutions to meet a qualified thrift lender test. Under the test, a savings association is required to either qualify as a “domestic building and loan association” under the Internal Revenue Code or maintain at least 65.0% of its “portfolio assets” (total assets less: (i) specified liquid assets up to 20.0% of total assets; (ii) intangibles, including goodwill; and (iii) the value of property used to conduct business) in certain “qualified thrift investments” (primarily residential mortgages and related investments, including certain mortgage-backed securities) in at least 9 months out of each 12 month period.

A savings institution that fails the qualified thrift lender test is subject to certain operating restrictions and may be required to convert to a bank charter. Recent legislation has expanded the extent to which education loans, credit card loans and small business loans may be considered “qualified thrift investments.” As of March 31, 2006, Fox Chase Bank maintained 78.2% of its portfolio assets in qualified thrift investments and, therefore, met the qualified thrift lender test.

Transactions with Related Parties. Fox Chase Bank’s authority to engage in transactions with “affiliates” is limited by Office of Thrift Supervision regulations and by Sections 23A and 23B of the Federal Reserve Act as implemented by the Federal Reserve Board’s Regulation W. The term “affiliates” for these purposes generally means any company that controls or is under common control with an institution. Fox Chase Bancorp, Fox Chase MHC and any non-savings institution subsidiaries of either would be affiliates of Fox Chase Bank. In general, transactions with affiliates must be on terms that are as favorable to the institution as comparable transactions with non-affiliates. In addition, certain types of transactions are restricted to an aggregate percentage of the institution’s capital. Collateral in specified amounts must usually be provided by affiliates in order to receive loans from an institution. In addition, savings institutions are prohibited from lending to any affiliate that is engaged in activities that are not permissible for bank holding companies and no savings institution may purchase the securities of any affiliate other than a subsidiary.

The Sarbanes-Oxley Act generally prohibits a company from making loans to its executive officers and directors. However, that act contains a specific exception for loans by a depository institution to its executive officers and directors in compliance with federal banking laws. Under such laws, Fox Chase Bank’s authority to extend credit to executive officers, directors and 10.0% stockholders (“insiders”), as well as entities such persons control, is limited. The law restricts both the individual and aggregate amount of loans Fox Chase Bank may make to insiders based, in part, on Fox Chase Bank’s capital position and requires certain board approval procedures to be followed. Such loans must be made on terms substantially the same as those offered to unaffiliated individuals and not involve more than the normal risk of repayment. There is an exception for loans made pursuant to a benefit or

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compensation program that is widely available to all employees of the institution and does not give preference to insiders over other employees. There are additional restrictions applicable to loans to executive officers.

Enforcement. The Office of Thrift Supervision has primary enforcement responsibility over federal savings institutions and has the authority to bring actions against the institution and all institution-affiliated parties, including stockholders, and any attorneys, appraisers and accountants who knowingly or recklessly participate in wrongful action likely to have an adverse effect on an insured institution. Formal enforcement action may range from the issuance of a capital directive or cease and desist order to removal of officers and/or directors to institution of receivership, conservatorship or termination of deposit insurance. Civil penalties cover a wide range of violations and can amount to $25,000 per day, or even $1.0 million per day in especially egregious cases. The Federal Deposit Insurance Corporation has authority to recommend to the Director of the Office of Thrift Supervision that enforcement action be taken with respect to a particular savings institution. If action is not taken by the Director, the Federal Deposit Insurance Corporation has authority to take such action under certain circumstances. Federal law also establishes criminal penalties for certain violations.

Assessments. Federal savings banks are required to pay assessments to the Office of Thrift Supervision to fund its operations. The general assessments, paid on a semi-annual basis, are based upon the savings institution’s total assets, including consolidated subsidiaries, as reported in the institution’s latest quarterly thrift financial report.

Insurance of Deposit Accounts. Fox Chase Bank’s deposits are insured up to applicable limits by the Federal Deposit Insurance Corporation. The Federal Deposit Insurance Corporation maintains a risk-based assessment system by which institutions are assigned to one of three categories based on their capitalization and one of three subcategories based on examination ratings and other supervisory information. An institution’s assessment rate depends upon the categories to which it is assigned. Assessment rates for member institutions are determined semi-annually by the Federal Deposit Insurance Corporation and currently range from zero basis points of assessable deposits for the healthiest institutions to 27 basis points of assessable deposits for the riskiest.

The Federal Deposit Insurance Corporation has authority to increase insurance assessments. A material increase in premiums would likely have an adverse effect on the operating expenses and results of operations of Fox Chase Bank. Management cannot predict what insurance assessment rates will be in the future.

In addition to the assessment for deposit insurance, institutions are required to make payments on bonds issued in the late 1980s by the Financing Corporation to recapitalize the Federal Savings and Loan Insurance Corporation prior to its eventual elimination. During the four quarters ended March 31, 2006, Financing Corporation payments for Savings Association Insurance Fund members averaged 1.42 basis points of assessable deposits.

The Federal Deposit Insurance Corporation may terminate an institution’s insurance of deposits upon a finding that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the Federal Deposit Insurance Corporation or the Office of Thrift Supervision.

Federal Deposit Insurance Reform Act of 2005. The Federal Deposit Insurance Reform Act of 2005 (the “Act”), signed by the President on February 8, 2006, revised the laws governing the federal deposit insurance system. The Act provided for the consolidation of the Bank and Savings Association Insurance Funds into a combined “Deposit Insurance Fund.”

Under the Act, insurance premiums are to be determined by the Federal Deposit Insurance Corporation based on a number of factors, primarily the risk of loss that insured institutions pose to the Deposit Insurance Fund. The legislation eliminates the current minimum 1.25% reserve ratio for the insurance funds, the mandatory assessments when the ratio fall below 1.25% and the prohibition on assessing the highest quality banks when the ratio is above 1.25%. The Act provides the Federal Deposit Insurance Corporation with flexibility to adjust the new insurance fund’s reserve ratio between 1.15% and 1.5%, depending on projected losses, economic changes and assessment rates at the end of a calendar year.

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The Act increased deposit insurance coverage limits from $100,000 to $250,000 for certain types of Individual Retirement Accounts, 401(k) plans and other retirement savings accounts. While it preserved the $100,000 coverage limit for individual accounts and municipal deposits, the Federal Deposit Insurance Corporation was furnished with the discretion to adjust all coverage levels to keep pace with inflation beginning in 2010. Also, institutions that become undercapitalized will be prohibited from accepting certain employee benefit plan deposits.

The consolidation of the Bank and Savings Association Insurance Funds was consummated on March 31, 2006. The Act also states that the Federal Deposit Insurance Corporation must promulgate final regulations implementing the remainder of its provisions not later than 270 days after its enactment. At this time, management cannot predict the effect, if any, that the Act will have on insurance premiums paid by Fox Chase Bank.

Federal Home Loan Bank System. Fox Chase Bank is a member of the Federal Home Loan Bank System, which consists of 12 regional Federal Home Loan Banks. The Federal Home Loan Bank provides a central credit facility primarily for member institutions. Fox Chase Bank, as a member of the Federal Home Loan Bank of Pittsburgh, is required to acquire and hold shares of capital stock in that Federal Home Loan Bank. Fox Chase Bank was in compliance with this requirement with an investment in Federal Home Loan Bank stock at March 31, 2006 of $4.0 million.

The Federal Home Loan Banks are required to provide funds for the resolution of insolvent thrifts in the late 1980s and to contribute funds for affordable housing programs. These requirements could reduce the amount of dividends that the Federal Home Loan Banks pay to their members and could also result in the Federal Home Loan Banks imposing a higher rate of interest on advances to their members. If dividends were reduced, or interest on future Federal Home Loan Bank advances increased, our net interest income would likely also be reduced.

Community Reinvestment Act. Under the Community Reinvestment Act, as implemented by Office of Thrift Supervision regulations, a savings association has a continuing and affirmative obligation consistent with its safe and sound operation to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The Community Reinvestment Act does not establish specific lending requirements or programs for financial institutions nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the Community Reinvestment Act. The Community Reinvestment Act requires the Office of Thrift Supervision, in connection with its examination of a savings association, to assess the institution’s record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution.

The Community Reinvestment Act requires public disclosure of an institution’s rating and requires the Office of Thrift Supervision to provide a written evaluation of an association’s Community Reinvestment Act performance utilizing a four-tiered descriptive rating system.

Fox Chase Bank received a “satisfactory” rating as a result of its most recent Community Reinvestment Act assessment.

Other Regulations

Interest and other charges collected or contracted for by Fox Chase Bank are subject to state usury laws and federal laws concerning interest rates. Fox Chase Bank’s operations are also subject to federal laws applicable to credit transactions, such as the:

• Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers;

• Home Mortgage Disclosure Act of 1975, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;

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• Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit;

• Fair Credit Reporting Act of 1978, governing the use and provision of information to credit reporting agencies;

• Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies; and

• rules and regulations of the various federal agencies charged with the responsibility of implementing such federal laws.

The operations of Fox Chase Bank also are subject to the:

• Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records;

• Electronic Funds Transfer Act and Regulation E promulgated thereunder, which govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services; and

• Check Clearing for the 21^st Century Act (also known as “Check 21”), which gives “substitute checks,” such as digital check images and copies made from that image, the same legal standing as the original paper check.

• Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (referred to as the “USA PATRIOT Act”), which significantly expanded the responsibilities of financial institutions, including savings and loan associations, in preventing the use of the U.S. financial system to fund terrorist activities. Among other provisions, it required financial institutions operating in the United States to develop new anti-money laundering compliance programs, due diligence policies and controls to ensure the detection and reporting of money laundering. Such required compliance programs are intended to supplement existing compliance requirements, also applicable to financial institutions, under the Bank Secrecy Act and the Office of Foreign Assets Control Regulations.

• The Gramm-Leach-Bliley Act placed limitations on the sharing of consumer financial information with unaffiliated third parties. Specifically, the Gramm-Leach-Bliley Act required all financial institutions offering financial products or services to retail customers to provide such customers with the financial institution’s privacy policy and provide such customers the opportunity to “opt out” of the sharing of personal financial information with unaffiliated third parties.

Holding Company Regulation

General. Fox Chase Bancorp and Fox Chase MHC will be savings and loan holding companies within the meaning of federal law. As such, they will be registered with the Office of Thrift Supervision and will be subject to Office of Thrift Supervision regulations, examinations, supervision, reporting requirements and regulations concerning corporate governance and activities. In addition, the Office of Thrift Supervision will have enforcement authority over Fox Chase Bancorp and Fox Chase MHC and their non-savings institution subsidiaries. Among other things, this authority permits the Office of Thrift Supervision to restrict or prohibit activities that are determined to be a serious risk to Fox Chase Bank.

Restrictions Applicable to Mutual Holding Companies. According to federal law and Office of Thrift Supervision regulations, a mutual holding company, such as Fox Chase MHC, may generally engage in the following activities: (1) investing in the stock of a savings association; (2) acquiring a mutual association through

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the merger of such association into a savings association subsidiary of such holding company or an interim savings association subsidiary of such holding company; (3) merging with or acquiring another holding company, one of whose subsidiaries is a savings association; and (4) any activity approved by the Federal Reserve Board for a bank holding company or financial holding company or previously approved by the Office of Thrift Supervision for multiple savings and loan holding companies. Recent legislation, which authorized mutual holding companies to engage in activities permitted for financial holding companies, expanded the authorized activities. Financial holding companies may engage in a broad array of financial service activities including insurance and securities.

Federal law prohibits a savings and loan holding company, including a federal mutual holding company, from directly or indirectly, or through one or more subsidiaries, acquiring more than 5.0% of the voting stock of another savings institution, or its holding company, without prior written approval of the Office of Thrift Supervision. In evaluating applications by holding companies to acquire savings institutions, the Office of Thrift Supervision must consider a variety of factors including the financial and managerial resources and future prospects of the company and institution involved, the effect of the acquisition on the risk to the insurance funds, the convenience and needs of the community and competitive factors. Federal law also prohibits a savings and loan holding company from acquiring more than 5.0% of a company engaged in activities other than those authorized for savings and loan holding companies by federal law; or acquiring or retaining control of a depository institution that is not insured by the Federal Deposit Insurance Corporation.

The Office of Thrift Supervision is prohibited from approving any acquisition that would result in a multiple savings and loan holding company controlling savings institutions in more than one state, except: (1) approval of interstate supervisory acquisitions by savings and loan holding companies; and (2) the acquisition of a savings institution in another state if the laws of the state of the target savings institution specifically permit such acquisitions. The states vary in the extent to which they permit interstate savings and loan holding company acquisitions. This limitation would not prohibit an interstate merger of the subsidiary savings association.

If the savings institution subsidiary of a savings and loan holding company fails to meet the qualified thrift lender test, the holding company must register with the Federal Reserve Board as a bank holding company within one year of the savings institution’s failure to so qualify.

Stock Holding Company Subsidiary Regulation. The Office of Thrift Supervision has adopted regulations governing the two-tier mutual holding company form of organization and subsidiary stock holding companies that are controlled by mutual holding companies. Fox Chase Bancorp will be the stock holding company subsidiary of Fox Chase MHC. Fox Chase Bancorp will be permitted to engage in activities that are permitted for Fox Chase MHC subject to the same restrictions and conditions.

Waivers of Dividends by Fox Chase MHC. Office of Thrift Supervision regulations require Fox Chase MHC to notify the Office of Thrift Supervision if it proposes to waive receipt of dividends from Fox Chase Bancorp. The Office of Thrift Supervision reviews dividend waiver notices on a case-by-case basis, and, in general, does not object to a waiver if: (1) the waiver would not be detrimental to the safe and sound operation of the savings association; and (2) the mutual holding company’s board of directors determines that such waiver is consistent with such directors’ fiduciary duties to the mutual holding company’s members. We anticipate that Fox Chase MHC will waive dividends that Fox Chase Bancorp may pay, if any.

Conversion of Fox Chase MHC to Stock Form. Office of Thrift Supervision regulations permit Fox Chase MHC to convert from the mutual form of organization to the capital stock form of organization. There can be no assurance when, if ever, a conversion transaction will occur, and the Board of Directors has no current intention or plan to undertake a conversion transaction. In a conversion transaction, a new holding company would be formed as the successor to Fox Chase Bancorp, Fox Chase MHC’s corporate existence would end, and certain depositors of Fox Chase Bank would receive the right to subscribe for additional shares of the new holding company. In a conversion transaction, each share of common stock held by stockholders other than Fox Chase MHC would be automatically converted into a number of shares of common stock of the new holding company based on an exchange ratio determined at the time of conversion that ensures that stockholders other than Fox Chase MHC own the same percentage of common stock in the new holding company as they owned in Fox Chase Bancorp immediately before conversion. The total number of shares held by stockholders other than Fox Chase MHC after a

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conversion transaction would be increased by any purchases by such stockholders in the stock offering conducted as part of the conversion transaction.

Acquisition of Control. Under the federal Change in Bank Control Act, a notice must be submitted to the Office of Thrift Supervision if any person (including a company), or group acting in concert, seeks to acquire “control” of a savings and loan holding company or savings association. An acquisition of “control” can occur upon the acquisition of 10.0% or more of the voting stock of a savings and loan holding company or savings institution or as otherwise defined by the Office of Thrift Supervision. Under the Change in Bank Control Act, the Office of Thrift Supervision has 60 days from the filing of a complete notice to act, taking into consideration certain factors, including the financial and managerial resources of the acquirer and the anti-trust effects of the acquisition. Any company that so acquires control would then be subject to regulation as a savings and loan holding company.

Federal Securities Laws

Fox Chase Bancorp has filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933 for the registration of the common stock to be issued by means of this prospectus. Upon completion of the offering, Fox Chase Bancorp common stock will also be registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934. Fox Chase Bancorp will be subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Securities Exchange Act of 1934.

The registration, under the Securities Act of 1933, of the shares of common stock to be issued in the offering does not cover the resale of those shares. Shares of common stock purchased by persons who are not affiliates of Fox Chase Bancorp may be resold without registration. Shares purchased by an affiliate of Fox Chase Bancorp will be subject to the resale restrictions of Rule 144 under the Securities Act of 1933. If Fox Chase Bancorp meets the current public information requirements of Rule 144, each affiliate of Fox Chase Bancorp that complies with the other conditions of Rule 144, including those that require the affiliate’s sale to be aggregated with those of other persons, would be able to sell in the public market, without registration, a number of shares not to exceed, in any three-month period, the greater of 1% of the outstanding shares of Fox Chase Bancorp, or the average weekly volume of trading in the shares during the preceding four calendar weeks. In the future, Fox Chase Bancorp may permit affiliates to have their shares registered for sale under the Securities Act of 1933.

Sarbanes-Oxley Act

The Sarbanes-Oxley Act addresses, among other issues, corporate governance, auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate information. As directed by the Sarbanes-Oxley Act, Fox Chase Bancorp’s Chief Executive Officer and Chief Financial Officer each will be required to certify that Fox Chase Bancorp’s quarterly and annual reports do not contain any untrue statement of a material fact. The rules adopted by the Securities and Exchange Commission under the Sarbanes-Oxley Act have several requirements, including having these officers certify that: they are responsible for establishing, maintaining and regularly evaluating the effectiveness of our internal controls; they have made certain disclosures to our auditors and the audit committee of the Board of Directors about our internal controls; and they have included information in our quarterly and annual reports about their evaluation and whether there have been significant changes in our internal controls or in other factors that could significantly affect internal controls. Fox Chase Bancorp will be subject to further reporting and audit requirements beginning with the year ending December 31, 2007 under the requirements of the Sarbanes-Oxley Act. Fox Chase Bancorp will prepare policies, procedures and systems designed to comply with these regulations to ensure compliance with these regulations.

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Federal and State Taxation

Federal Income Taxation

General. Fox Chase Bank reports its income on a calendar year basis using the accrual method of accounting. The federal income tax laws apply to Fox Chase Bank in the same manner as to other corporations with some exceptions, including the reserve for bad debts discussed below. The following discussion of tax matters is intended only as a summary and does not purport to be a comprehensive description of the tax rules applicable to Fox Chase Bank. Fox Chase Bank’s federal income tax returns have been either audited or closed under the statute of limitations through December 31, 2001. For its 2005 tax year, Fox Chase Bank’s maximum federal income tax rate was 34.0%.

Bad Debt Reserves. For fiscal years beginning before January 1, 1996, thrift institutions that qualified under certain definitional tests and other conditions of the Internal Revenue Code were permitted to use certain favorable provisions to calculate their deductions from taxable income for annual additions to their bad debt reserve. A reserve could be established for bad debts on qualifying real property loans, generally secured by interests in real property improved or to be improved, under the percentage of taxable income method or the experience method. The reserve for nonqualifying loans was computed using the experience method. Federal legislation enacted in 1996 repealed the reserve method of accounting for bad debts and the percentage of taxable income method for tax years beginning after 1995 and required savings institutions to recapture or take into income certain portions of their accumulated bad debt reserves. Approximately $6.0 million of Fox Chase Bank’s accumulated bad debt reserves would not be recaptured into taxable income unless Fox Chase Bank makes a “non-dividend distribution” to Fox Chase Bancorp as described below.

Distributions. If Fox Chase Bank makes “non-dividend distributions” to Fox Chase Bancorp, the distributions will be considered to have been made from Fox Chase Bank’s unrecaptured tax bad debt reserves, including the balance of its reserves as of December 31, 1987, to the extent of the “non-dividend distributions,” and then from Fox Chase Bank’s supplemental reserve for losses on loans, to the extent of those reserves, and an amount based on the amount distributed, but not more than the amount of those reserves, will be included in Fox Chase Bank’s taxable income. Non-dividend distributions include distributions in excess of Fox Chase Bank’s current and accumulated earnings and profits, as calculated for federal income tax purposes, distributions in redemption of stock and distributions in partial or complete liquidation. Dividends paid out of Fox Chase Bank’s current or accumulated earnings and profits will not be so included in Fox Chase Bank’s taxable income.

The amount of additional taxable income triggered by a non-dividend is an amount that, when reduced by the tax attributable to the income, is equal to the amount of the distribution. Therefore, if Fox Chase Bank makes a non-dividend distribution to Fox Chase Bancorp, approximately one and one-half times the amount of the distribution not in excess of the amount of the reserves would be includable in income for federal income tax purposes, assuming a 34.0% federal corporate income tax rate. Fox Chase Bank does not intend to pay dividends that would result in a recapture of any portion of its bad debt reserves.

State Taxation

Pennsylvania Taxation. Fox Chase Bancorp will be subject to the Pennsylvania Corporate Net Income Tax and Corporate Capital Stock/Franchise Tax. The Corporation Net Income Tax rate for 2006 is 9.99% and is imposed on separate company unconsolidated taxable income, as computed for federal income tax purposes, with certain adjustments. In general, the Capital Stock/Franchise Tax is a property tax imposed on a corporation’s capital stock value at a statutorily defined rate, such value being determined in accordance with a fixed formula based upon average net book income and net worth. Pennsylvania also imposes a tax at the rate of 11.5% on a financial institution’s separate company net book income, as computed under generally accepted accounting principles. In computing such income, deductions for municipal interest, and U.S. Government interest are allowed. Fox Chase Bank’s state tax returns have not been audited for the past five tax years.

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The Reorganization and Stock Offering

The Board of Directors of Fox Chase Bank has approved the plan of reorganization and stock issuance. The plan of reorganization and stock issuance also must be approved by the members of Fox Chase Bank. A special meeting of members has been called for this purpose. The Office of Thrift Supervision also has conditionally approved the plan of reorganization and stock issuance; however, such approval does not constitute a recommendation or endorsement of the plan of reorganization and stock issuance by such agency.

General

On April 25, 2006, the Board of Directors of Fox Chase Bank unanimously adopted the plan of reorganization and stock issuance by which Fox Chase Bank will reorganize into a two-tiered mutual holding company. This structure is called a two-tier structure because it will have two levels of holding companies. After the reorganization, Fox Chase Bancorp will be the mid-tier stock holding company and Fox Chase MHC will be the top-tier mutual holding company. Under the terms of the plan of reorganization and stock issuance, Fox Chase Bancorp will own all of the stock of Fox Chase Bank and Fox Chase MHC will own at least a majority of Fox Chase Bancorp.

The reorganization also includes the offering by Fox Chase Bancorp of its common stock to qualifying depositors and borrowers of Fox Chase Bank in a subscription offering and, if necessary, to members of the general public through a community offering and/or a syndicate of registered broker-dealers. The completion of the offering depends on market conditions and other factors beyond our control. Fox Chase Bank can give no assurance as to the length of time that will be required to complete the sale of the common stock. If there are any delays, significant changes may occur in the appraisal of Fox Chase Bancorp and Fox Chase Bank as reorganized, which would require a change in the offering range. A change in the offering range would result in a change in the net proceeds realized by Fox Chase Bancorp from the sale of the common stock. If the reorganization is terminated, Fox Chase Bank would be required to charge all reorganization expenses against current income.

The Office of Thrift Supervision has approved our plan of reorganization and stock issuance, subject to, among other things, approval of the plan of reorganization and stock issuance by Fox Chase Bank’s members. The plan of reorganization and stock issuance also provides for the establishment of the Fox Chase Bank Charitable Foundation and our funding of the foundation with $150,000 in cash and 135,000 shares of our common stock issued in the reorganization. The establishment of the Fox Chase Bank Charitable Foundation is subject to a separate vote of Fox Chase Bank’s members. The special meeting of Fox Chase Bank’s members has been called for this purpose on [MEETING DATE].

The following is a brief summary of the pertinent aspects of the reorganization. A copy of the plan of reorganization and stock issuance is available from Fox Chase Bank upon request and is available for inspection at the offices of Fox Chase Bank and at the Office of Thrift Supervision. The plan of reorganization and stock issuance is also filed as an exhibit to the registration statement, of which this prospectus forms a part, that Fox Chase Bancorp has filed with the Securities and Exchange Commission. See “Where You Can Find More Information.”

Reasons for the Reorganization

After considering the advantages and disadvantages of the reorganization, the Board of Directors of Fox Chase Bank unanimously approved the reorganization as being in the best interests of Fox Chase Bank and its members. The Board of Directors concluded that the reorganization offers a number of advantages that will be important to Fox Chase Bank’s future growth and performance and that outweigh the disadvantages of the reorganization.

The reorganization will result in the raising of additional capital for Fox Chase Bancorp and Fox Chase Bank, which will: (1) support Fox Chase Bank’s future lending and operational growth, including future branching activities and the acquisition of other financial institutions or financial service companies or their assets; (2) increase

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its ability to render services to the communities it serves; (3) compete more effectively with commercial banks and other financial institutions for new business opportunities; and (4) increase its equity capital base and access the capital markets when needed. As a subsidiary of a mutual holding company with a mid-tier stock holding company, Fox Chase Bank will have greater flexibility in structuring mergers and acquisitions, including the form of consideration paid in a transaction. The current mutual structure, by its nature, limits any ability to offer any common stock as consideration in a merger or acquisition. The new mutual holding company structure will enhance Fox Chase Bank’s ability to compete with other bidders when acquisition opportunities arise by better enabling it to offer stock or cash consideration, or a combination of the two. Since Fox Chase Bancorp will not be offering all of its common stock for sale in the offering, the reorganization will result in less capital raised in comparison to a standard mutual-to-stock conversion. Therefore, the reorganization permits Fox Chase Bank to control the amount of capital being raised, while at the same time enabling Fox Chase Bank to continue to grow its lending and investment activities. Fox Chase Bank will be able to raise additional capital in the future should Fox Chase MHC consummate a “second-step” conversion to stock form.

The reorganization will afford Fox Chase Bank’s officers and employees the opportunity to become stockholders, which Fox Chase Bank believes to be an effective performance incentive and an effective means of attracting and retaining qualified personnel. The reorganization also will provide Fox Chase Bank’s customers and local community members with an opportunity to acquire Fox Chase Bancorp’s common stock.

The disadvantages of the reorganization considered by Fox Chase Bank’s Board of Directors are the additional expense and effort of operating as a public company, the inability of stockholders other than Fox Chase MHC to obtain majority ownership of Fox Chase Bancorp and Fox Chase Bank, which may result in the perpetuation of our management and board of directors, and the corporate ownership and regulatory policies relating to the mutual holding company structure that may be adopted from time to time that may have an adverse impact on stockholders other than Fox Chase MHC. A majority of our voting stock will be owned by Fox Chase MHC, which will be controlled by its board of directors. While this structure will permit management to focus on our long-term business strategy for growth and capital deployment without undue pressure from stockholders, it will also serve to perpetuate our existing management and directors. Fox Chase MHC will be able to elect all the members of Fox Chase Bancorp’s board of directors, and will be able to control the outcome of most matters presented to our stockholders for resolution by vote. The matters as to which stockholders other than Fox Chase MHC will be able to exercise voting control are limited and include any proposal to implement an equity incentive plan. No assurance can be given that Fox Chase MHC will not take action adverse to the interests of other stockholders. For example, Fox Chase MHC could prevent the sale of control of Fox Chase Bancorp, or defeat a candidate for the board of directors of Fox Chase Bancorp or other proposals put forth by stockholders.

The reorganization does not preclude the conversion of Fox Chase MHC from the mutual to stock form of organization in the future. No assurance can be given when, if ever, Fox Chase MHC will convert to stock form or what conditions the Office of Thrift Supervision or other regulatory agencies may impose on such a transaction. See “Risk Factors” and “Summary—Possible Conversion of Fox Chase MHC to Stock Form.”

Description of the Plan of Reorganization and Stock Issuance

Following receipt of all required regulatory approvals and approval of the plan of reorganization and stock issuance by Fox Chase Bank’s members, the reorganization will be effected as follows or in any other manner approved by the Office of Thrift Supervision that is consistent with the purposes of the plan of reorganization and stock issuance and applicable laws and regulations:

• Fox Chase Bank will organize an interim federal stock savings bank as a wholly owned subsidiary (“Interim One”);

• Interim One will organize Fox Chase Bancorp, a federal stock corporation, as a wholly owned subsidiary;

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• Interim One will then organize an interim federal savings bank as a wholly owned subsidiary (“Interim Two”);

• Fox Chase Bank will exchange its charter for a federal stock savings bank charter and Interim One will exchange its charter for a federal mutual holding company charter to become Fox Chase MHC;

• Interim Two will merge with and into Fox Chase Bank with Fox Chase Bank in stock form surviving as a subsidiary of Fox Chase MHC;

• former members of Fox Chase Bank will become members of Fox Chase MHC;

• Fox Chase MHC will contribute 100.0% of the issued common stock of Fox Chase Bank to Fox Chase Bancorp; and

• the shares of Fox Chase Bancorp common stock issued to Fox Chase MHC under step (2) will be cancelled and Fox Chase Bancorp will issue a majority of its common stock to Fox Chase MHC.

Concurrently with the reorganization, Fox Chase Bancorp will sell up to 43.6% of its common stock representing up to 43.6% of the pro forma market value of Fox Chase Bank on a fully converted basis. Fox Chase Bank intends to capitalize Fox Chase MHC with $100,000 in cash.

As a result of the reorganization, Fox Chase Bank will be organized in stock form and will be wholly owned by Fox Chase Bancorp. The legal existence of Fox Chase Bank will not terminate as a result of the reorganization. Instead, Fox Chase Bank in stock form will be a continuation of Fox Chase Bank in mutual form. All property of Fox Chase Bank, including its right, title and interest in all property of any kind and nature, interest and asset of every conceivable value or benefit then existing or pertaining to Fox Chase Bank, or which would inure to Fox Chase Bank immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed, will vest in Fox Chase Bank in stock form. Fox Chase Bank in stock form will have, hold and enjoy the same in its right and fully and to the same extent as the same was possessed, held and enjoyed by Fox Chase Bank in the mutual form. Fox Chase Bank in stock form will continue to have, succeed to and be responsible for all the rights, liabilities and obligations of Fox Chase Bank in the mutual form and will maintain its headquarters and operations at Fox Chase Bank’s present locations.

Effects of Reorganization on Deposits, Borrowers and Members

Continuity. During the reorganization process, the normal business of Fox Chase Bank will continue without interruption, including continued regulation by the Office of Thrift Supervision and the Federal Deposit Insurance Corporation. After reorganization, Fox Chase Bank will continue to provide services for depositors and borrowers under current policies by its present management and staff.

The directors of Fox Chase Bank who adopted the plan of reorganization and stock issuance and who continue to be directors of Fox Chase Bank at the time of reorganization will serve as directors of Fox Chase Bank after the reorganization. The Board of Directors of Fox Chase Bancorp and Fox Chase MHC will be composed solely of the individuals who serve on the Board of Directors of Fox Chase Bank. All officers of Fox Chase Bank at the time of reorganization will retain their positions after the reorganization.

Deposit Accounts and Loans. The reorganization will not affect any deposit accounts or borrower relationships with Fox Chase Bank. All deposit accounts in Fox Chase Bank after the reorganization will continue to be insured up to the legal maximum by the Federal Deposit Insurance Corporation in the same manner as such deposit accounts were insured immediately before the reorganization. The reorganization will not change the interest rate or the maturity of deposits at Fox Chase Bank.

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After the reorganization, each depositor of Fox Chase Bank will have both a deposit account in Fox Chase Bank and a pro rata ownership interest in the equity of Fox Chase MHC based upon the balance in the depositor’s account. This ownership interest is tied to the depositor’s account, has no tangible market value separate from the deposit account and may only be realized in the event of a liquidation of Fox Chase MHC. Any depositor who opens a deposit account obtains a pro rata ownership interest in the equity of Fox Chase MHC without any additional payment beyond the amount of the deposit. A depositor who reduces or closes his or her account receives the balance in the account but receives nothing for his or her ownership interest in the equity of Fox Chase MHC, which is lost to the extent that the balance in the account is reduced. Consequently, depositors of Fox Chase MHC have no way to realize the value of their ownership interest in Fox Chase MHC, except in the unlikely event that Fox Chase MHC is liquidated.

After the reorganization, all loans of Fox Chase Bank will retain the same status that they had before the reorganization. The amount, interest rate, maturity and security for each loan will remain as they were contractually fixed prior to the reorganization.

Effect on Voting Rights of Members. After the reorganization, Fox Chase Bank will continue to be supervised by its board of directors. Fox Chase Bancorp, as the holder of all of the outstanding common stock of Fox Chase Bank, will have exclusive voting rights with respect to any matters concerning Fox Chase Bank requiring stockholder approval, including the election of directors.

After the reorganization, stockholders of Fox Chase Bancorp will have exclusive voting rights with respect to any matters concerning Fox Chase Bancorp requiring stockholder approval. By virtue of its ownership of a majority of the outstanding shares of common stock of Fox Chase Bancorp, Fox Chase MHC will be able to control the outcome of most matters presented to the stockholders for resolution by vote. However, Fox Chase MHC will not be able to control the vote for merger and sale transactions, second-step transactions and implementation of equity incentive plans, all of which would require the approval by the stockholders other than Fox Chase MHC.

As a federally chartered mutual holding company, Fox Chase MHC will have no authorized capital stock and, thus, no stockholders. Holders of deposit accounts of Fox Chase Bank will become members of Fox Chase MHC. Such persons will be entitled to vote on all questions requiring action by the members of Fox Chase MHC, including the election of directors of Fox Chase MHC. In addition, all persons who become depositors of Fox Chase Bank following the reorganization will have membership rights with respect to Fox Chase MHC. Borrowers of Fox Chase Bank who were borrower members of Fox Chase Bank at the time of the reorganization will become members of Fox Chase MHC. Borrowers will not receive membership rights in connection with any new borrowings made after the reorganization.

Effect on Liquidation Rights. In the unlikely event of a complete liquidation of Fox Chase Bank before the completion of the reorganization, each depositor would receive a pro rata share of any assets of Fox Chase Bank remaining after payment of expenses and satisfaction of claims of all creditors. Each depositor’s pro rata share of such liquidating distribution would be in the same proportion as the value of such depositor’s deposit account was to the total value of all deposit accounts in Fox Chase Bank at the time of liquidation.

In the unlikely event of a complete liquidation of Fox Chase Bank after the reorganization, each depositor would have a claim as a creditor of the same general priority as the claims of all other general creditors of Fox Chase Bank. Except as described below, a depositor’s claim would be solely for the amount of the balance in such depositor’s deposit account plus accrued interest. Such depositor would not have an interest in the value or assets of Fox Chase Bank above that amount. Instead, the holder of Fox Chase Bank’s common stock (i.e., Fox Chase Bancorp) would be entitled to any assets remaining upon a liquidation of Fox Chase Bank.

In the unlikely event of a complete liquidation of Fox Chase Bancorp after the reorganization, the stockholders of Fox Chase Bancorp, including Fox Chase MHC, would be entitled to receive the remaining assets of Fox Chase Bancorp, following payment of all debts, liabilities and claims of greater priority of or against Fox Chase Bancorp.

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In the unlikely event of a complete liquidation of Fox Chase MHC after the reorganization, all depositors of Fox Chase Bank at that time will be entitled, pro rata to the value of their deposit accounts, to a distribution of any assets of Fox Chase MHC remaining after payment of all debts and claims of creditors. Any “second step” conversion of Fox Chase MHC to stock form would not be considered a liquidation.

There are no plans to liquidate Fox Chase Bank, Fox Chase Bancorp or Fox Chase MHC in the future.

Material Income Tax Consequences

Although the reorganization may be effected in any manner approved by the Office of Thrift Supervision that is consistent with the purposes of the plan of reorganization and stock issuance and applicable law, regulations and policies, it is intended that the reorganization will be effected through a merger. Completion of the reorganization is conditioned upon prior receipt of either a ruling or an opinion of counsel with respect to federal tax laws, and either a ruling or an opinion with respect to Pennsylvania tax laws, that no gain or loss will be recognized by Fox Chase Bank, Fox Chase Bancorp or Fox Chase MHC as a result of the reorganization or by account holders receiving subscription rights, except to the extent, if any, that subscription rights are deemed to have fair market value on the date such rights are issued. Fox Chase Bank believes that the tax opinions summarized below address all material federal income tax consequences that are generally applicable to Fox Chase Bank, Fox Chase Bancorp and Fox Chase MHC and persons receiving subscription rights.

Muldoon Murphy & Aguggia LLP has issued an opinion to Fox Chase Bank that, for federal income tax purposes, concludes that:

• the reorganization will constitute a reorganization under Internal Revenue Code section 368(a)(1)(F), and Fox Chase Bank (in either its mutual form (the “Mutual Bank”) or its stock form (the “Stock Bank”) will recognize no gain or loss as a result of the reorganization;

• the basis of each asset of the Mutual Bank held by the Stock Bank immediately after the reorganization will be the same as the Mutual Bank’s basis for such asset immediately before the reorganization;

• the holding period of each asset of the Mutual Bank received by the Stock Bank immediately after the reorganization will include the period during which such asset was held by the Mutual Bank before the reorganization;

• for purposes of Internal Revenue Code section 381(b), the Stock Bank will be treated as if there had been no reorganization and, accordingly, the taxable year of the Mutual Bank will not end on the effective date of the reorganization and the tax attributes of the Mutual Bank (subject to application of Internal Revenue Code sections 381, 382 and 384), including the Mutual Bank’s bad debt reserves and earnings and profits, will be taken into account by the Stock Bank as if the reorganization had not occurred;

• the Mutual Bank’s members will recognize no gain or loss upon their constructive receipt of shares of the Stock Bank common stock solely in exchange for their mutual ownership interest in the Mutual Bank;

• no gain or loss will be recognized by members of the Mutual Bank upon the issuance to them of deposits in the Stock Bank in the same dollar amount and upon the same terms as their deposits in the Mutual Bank;

• with respect to the members of the Mutual Bank’s exchange of the stock of the Stock Bank constructively received for the mutual ownership interests in Fox Chase MHC, the exchange will qualify as an exchange of property for stock under Internal Revenue Code Section 351, the initial stockholders of the Stock Bank will recognize no gain or loss upon the constructive transfer to Fox

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Chase MHC of the shares of the Stock Bank they constructively received and Fox Chase MHC will recognize no gain or loss upon its receipt of the common stock of the Stock Bank in exchange for mutual ownership interests in the Mutual Bank;

• with respect to Fox Chase MHC’s transfer of 100.0% of the common stock of the Stock Bank to Fox Chase Bancorp, Fox Chase Bancorp will recognize no gain or loss upon its transfer of 100.0% of the common stock of the Stock Bank from Fox Chase MHC and Fox Chase MHC will recognize no gain or loss upon its transfer of 100.0% of the common stock of the Stock Bank from Fox Chase MHC to Fox Chase Bancorp;

• it is more likely than not that the fair market value of the non-transferable subscription rights to purchase shares of common stock of Fox Chase Bancorp to be issued to eligible account holders, supplemental eligible account holders and other members is zero and, accordingly, that no income will be realized by eligible account holders, supplemental eligible account holders and other members upon the issuance to them of the subscription rights or upon the exercise of the subscription rights;

• it is more likely than not that the tax basis to the holders of shares of common stock purchased in the reorganization pursuant to the exercise of the subscription rights will be the amount paid therefor, and that the holding period for such shares of common stock will begin on the date of completion of the reorganization; and

• the holding period for shares of common stock purchased in the community offering or syndicated community offering will begin on the day after the date of the purchase.

The opinions set forth in the 9^th and 10^th bullet points above are based on the position that the subscription rights do not have any market value at the time of distribution or at the time they are exercised. Whether subscription rights have a market value for federal income tax purposes is a question of fact, depending upon all relevant facts and circumstances. According to our counsel, the Internal Revenue Service will not issue rulings on whether subscription rights have a market value. Counsel has also advised us that they are unaware of any instance in which the Internal Revenue Service has taken the position that nontransferable subscription rights issued by a converting financial institution have a market value. Counsel also noted that the subscription rights will be granted at no cost to the recipients, will be nontransferable and of short duration, and will afford the recipients the right only to purchase Fox Chase Bancorp common stock at a price equal to its estimated fair market value, which will be the same price as the purchase price for the unsubscribed shares of common stock.

Unlike a private letter ruling issued by the Internal Revenue Service, an opinion of counsel is not binding on the Internal Revenue Service and the Internal Revenue Service could disagree with the conclusions reached in the opinion. If there is a disagreement, no assurance can be given that the conclusions reached in an opinion of counsel would be sustained by a court if contested by the Internal Revenue Service.

Fox Chase Bank has also received an opinion from Muldoon Murphy & Aguggia LLP, that, assuming the reorganization does not result in any federal income tax liability to Fox Chase Bank, its account holders, or Fox Chase Bancorp, implementation of the plan of reorganization and stock issuance will not result in any Pennsylvania income tax liability to those entities or persons.

The opinions of Muldoon Murphy & Aguggia LLP are filed as exhibits to the registration statement that Fox Chase Bancorp has filed with the Securities and Exchange Commission. See “Where You Can Find More Information.”

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Subscription Offering and Subscription Rights

Under the plan of reorganization and stock issuance, Fox Chase Bank has granted rights to subscribe for Fox Chase Bancorp common stock to the following persons in the following order of priority:

• Persons with deposits in Fox Chase Bank with balances aggregating $50 or more (“qualifying deposits”) as of the close of business on December 31, 2004 (“eligible account holders”). For this purpose, deposit accounts include all savings, time and demand accounts.

• Fox Chase Bank’s employee stock ownership plan.

• Persons with qualifying deposits in Fox Chase Bank as of the close of business on June 30, 2006 (“supplemental eligible account holders”).

• Fox Chase Bank’s depositors as of the close of business on [RECORD DATE] who were not able to subscribe for shares the first and third categories above and borrowers of Fox Chase Bank as of November 12, 1997 who continue to be borrowers as of the close of business on [RECORD DATE].

The amount of common stock that any person may purchase will depend on the availability of the common stock after satisfaction of all subscriptions having prior rights in the subscription offering and to the maximum and minimum purchase limitations set forth in the plan of reorganization and stock issuance. See “—Limitations on Purchases of Shares.” All persons on a joint account will be counted as a single depositor for purposes of determining the maximum amount that may be subscribed for by owners of a joint account.

Category 1: Eligible Account Holders. Subject to the purchase limitation described below under “—Limitations on Purchases of Shares,” each eligible account holder has the right to subscribe for up to the greater of:

• $150,000 of common stock (which equals 15,000 shares);

• one-tenth of 1% of the total offering of common stock to persons other than Fox Chase MHC; or

• 15 times the product, rounded down to the next whole number, obtained by multiplying the total number of shares of common stock to be sold by a fraction of which the numerator is the amount of qualifying deposits of the eligible account holder and the denominator is the total amount of qualifying deposits of all eligible account holders. The balance of qualifying deposits of all eligible account holders was $             million.

If there are insufficient shares to satisfy all subscriptions by eligible account holders, shares first will be allocated so as to permit each eligible subscriber, if possible, to purchase a number of shares sufficient to make the person’s total allocation equal to 100 shares or the number of shares actually subscribed for, whichever is less. After that, unallocated shares will be allocated among the remaining eligible subscriber whose subscriptions remain unfilled in proportion to the amounts of their respective qualifying deposits bear to the total qualifying deposits of all remaining eligible subscribers whose subscriptions remain unfilled. Subscription rights of eligible account holders who are also executive officers or directors of Fox Chase Bancorp or Fox Chase Bank or their associates will be subordinated to the subscription rights of other eligible account holders to the extent attributable to increased deposits in Fox Chase Bank in the one year period preceding December 31, 2004.

To ensure a proper allocation of stock, each eligible account holder must list on his or her stock order and certification form all deposit accounts in which such eligible account holder had an ownership interest at the close of business on December 31, 2004. Failure to list an account, or providing incorrect information, could result in the loss of all or part of a subscriber’s stock allocation.

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Fox Chase Bank will strive to identify a subscriber’s ownership in all accounts, but cannot guarantee that it will identify all accounts in which a subscriber may have an ownership interest.

Category 2: Tax-Qualified Employee Stock Benefit Plans. Fox Chase Bank’s tax-qualified employee benefit plans have the right to purchase up to 10.0% of the shares of common stock issued in the reorganization to persons other than Fox Chase MHC. As a tax-qualified employee benefit plan, the employee stock ownership plan intends to purchase 3.92% of the shares issued in the reorganization, including shares issued to Fox Chase MHC and contributed to Fox Chase Bank Charitable Foundation. Subscriptions by the employee stock ownership plan will not be aggregated with shares of common stock purchased by any other participants in the reorganization, including subscriptions by Fox Chase Bank’s officers and directors, for the purpose of applying the purchase limitations in the plan of reorganization. If eligible account holders subscribe for all of the shares being sold, no shares will be available for our tax-qualified employee benefit plans. However, if the number of shares offered for sale are increased above the maximum of the offering range, the employee stock ownership plan will have a first priority right to purchase any shares exceeding that amount up to 10% of the common stock issued in the reorganization to persons other than Fox Chase MHC. If the employee stock ownership plan’s subscription is not filled in its entirety, the employee stock ownership plan may purchase shares in the open market or may purchase shares directly from Fox Chase Bancorp with the approval of the Office of Thrift Supervision.

Category 3: Supplemental Eligible Account Holders. Subject to the purchase limitation described below under “—Limitations on Purchases of Shares,” each supplemental eligible account holder has the right to subscribe for up to the greater of:

• $150,000 of common stock (which equals 15,000 shares);

• one-tenth of 1.0% of the total offering of common stock to persons other than Fox Chase MHC; or

• 15 times the product, rounded down to the next whole number, obtained by multiplying the total number of shares of common stock to be sold by a fraction of which the numerator is the amount of qualifying deposits of the supplemental eligible account holder and the denominator is the total amount of qualifying deposits of all supplemental eligible account holders. The balance of qualifying deposits of all supplemental eligible account holders was $             million.

If eligible account holders and Fox Chase Bank’s employee stock ownership plan subscribe for all of the shares being sold by Fox Chase Bancorp, no shares will be available for supplemental eligible account holders. If shares are available for supplemental eligible account holders but there are insufficient shares to satisfy all subscriptions by supplemental eligible account holders, shares first will be allocated so as to permit each subscribing supplemental eligible account holder, if possible, to purchase a number of shares sufficient to make the person’s total allocation equal 100 shares or the number of shares actually subscribed for, whichever is less. After that, unallocated shares will be allocated among the remaining subscribing supplemental eligible account holders whose subscriptions remain unfilled in the proportion that the amounts of their respective qualifying deposits bear to the total qualifying deposits of all remaining supplemental eligible account holders whose subscriptions remain unfilled.

To ensure a proper allocation of stock, each supplemental eligible account holder must list on his or her stock order and certification form all deposit accounts in which such supplemental eligible account holder had an ownership interest at the close of business on June 30, 2006. Failure to list an account, or providing incorrect information, could result in the loss of all or part of a subscriber’s stock allocation.

Category 4: Other Members. Subject to the purchase limitations as described below under “–Limitations on Purchases of Shares,” each other member of Fox Chase Bank has the right to purchase up to the greater of $150,000 of common stock (which equals 15,000 shares) or one-tenth of 1.0% of the total offering of common stock issued to persons other than Fox Chase MHC. If eligible account holders, the employee stock ownership plan and supplemental eligible account holders subscribe for all of the shares being sold, no shares will be available for other members. If shares are available for other members but there are not sufficient shares to satisfy all subscriptions by other members, shares first will be allocated so as to permit each subscribing other member, if

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possible, to purchase a number of shares sufficient to make the person’s total allocation equal 100 shares or the number of shares actually subscribed for, whichever is less. After that, unallocated shares will be allocated among the remaining subscribing other members in the proportion that each other member’s subscription bears to the total subscriptions of all such subscribing other members whose subscriptions remain unfilled.

To ensure a proper allocation of stock, each other member must list on his or her stock order and certification form all deposit accounts in which such other member had an ownership interest at [RECORD DATE]. Failure to list an account or loan, or providing incorrect information, could result in the loss of all or part of a subscriber’s stock allocation.

Expiration Date for the Subscription Offering. The subscription offering and all subscription rights under the plan of reorganization and stock issuance is expected to terminate at __:       .m., Eastern time, on [Expiration Date]. We will not accept orders for common stock in the subscription offering received after that time. We will make reasonable attempts to provide a prospectus and related offering materials to holders of subscription rights; however, all subscription rights will expire on the expiration date whether or not we have been able to locate each person entitled to subscription rights.

Office of Thrift Supervision regulations require that we complete the sale of common stock within 45 days after the close of the subscription offering. If the sale of the common stock is not completed within that period, all funds received will be returned promptly with interest, at Fox Chase Bank’s statement savings rate and all withdrawal authorizations will be canceled unless we receive approval of the Office of Thrift Supervision to extend the time for completing the offering. If regulatory approval of an extension of the time period has been granted, we will notify all subscribers of the extension and of the duration of any extension that has been granted, and subscribers will have the right to modify or rescind their purchase orders. If we do not receive an affirmative response from a subscriber to any resolicitation, the subscriber’s order will be rescinded and all funds received will be returned promptly with interest, or withdrawal authorizations will be canceled. No single extension can exceed 90 days, and all extensions in the aggregate may not last beyond [Expiration Date #2].

Persons in Non-Qualified States. We will make reasonable efforts to comply with the securities laws of all states in the United States in which persons entitled to subscribe for stock under the plan of reorganization and stock issuance reside. However, we are not required to offer stock in the subscription offering to any person who resides in a foreign country or who resides in a state of the United States in which (1) only a small number of persons otherwise eligible to subscribe for shares of common stock reside; (2) the granting of subscription rights or the offer or sale of shares to such person would require that we or our officers or directors register as a broker, dealer, salesman or selling agent under the securities laws of the state, or register or otherwise qualify the subscription rights or common stock for sale or qualify as a foreign corporation or file a consent to service of process; or (3) we determine that compliance with that state’s securities laws would be impracticable for reasons of cost or otherwise.

Restrictions on Transfer of Subscription Rights and Shares. Subscription rights are nontransferable. You may not transfer, or enter into any agreement or understanding to transfer, the legal or beneficial ownership of your subscription rights issued under the plan of reorganization and stock issuance or the shares of common stock to be issued upon exercise of your subscription rights. Your subscription rights may be exercised only by you and only for your own account. If you exercise your subscription rights, you will be required to certify that you are purchasing shares solely for your own account and that you have no agreement or understanding regarding the sale or transfer of such shares. Federal regulations also prohibit any person from offering, or making an announcement of an offer or intent to make an offer, to purchase such subscription rights or shares of common stock before the completion of the reorganization.

If you sell or otherwise transfer your rights to subscribe for common stock in the subscription offering or subscribe for common stock on behalf of another person, you may forfeit those rights and face possible further sanctions and penalties imposed by the Office of Thrift Supervision or another agency of the U.S. Government. We will pursue any and all legal and equitable remedies in the event we become aware of the transfer of subscription rights and will not honor orders known by us to involve the transfer of such rights.

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Community Offering

To the extent that shares remain available for purchase after satisfaction of all subscriptions received in the subscription offering, we may offer shares pursuant to the plan of reorganization and stock issuance in a community offering to the following persons in the following order of priority:

• Natural persons and trusts of natural persons who are residents of Bucks, Montgomery and Philadelphia Counties, Pennsylvania and Atlantic and Cape May Counties, New Jersey; and

• Other persons to whom Fox Chase Bank delivers a prospectus.

We will consider persons to be residing in Bucks, Montgomery and Philadelphia Counties, Pennsylvania and Atlantic and Cape May Counties, New Jersey, if they occupy a dwelling in the county and establish a physical presence in the county that is not merely transitory in nature. We may utilize depositor or loan records or other evidence provided to us to make a determination as to whether a person is a resident in one of the specified counties. In all cases, the determination of residence status will be made by us in our sole discretion.

Purchasers in the community offering are eligible to purchase up to $150,000 of common stock (which equals 15,000 shares). To the extent practicable, and subject to the preferred subscriber preference and various purchase limitations, orders for the common stock in the community offering shall first be filled to a maximum of 2.0% of the total number of shares of common stock sold in the offering, and thereafter any remaining shares shall be allocated on an equal number of shares basis per order until all orders have been filled. If shares are available for preferred subscribers in the community offering but there are insufficient shares to satisfy all orders, the available shares will be allocated first to each preferred subscriber whose order we accept in an amount equal to the lesser of 100 shares or the number of shares ordered by each such subscriber, if possible. After that, unallocated shares will be allocated among the remaining preferred subscribers whose orders remain unsatisfied in the same proportion that the unfilled order of each such subscriber bears to the total unfilled orders of all such subscribers. If, after filling the orders of preferred subscribers in the community offering, shares are available for other subscribers in the community offering but there are insufficient shares to satisfy all orders, shares will be allocated in the same manner as for preferred subscribers.

The community offering, if held, may commence concurrently with, during or after, the subscription offering and will terminate no later than 45 days after the close of the subscription offering unless extended by us, with the approval of the Office of Thrift Supervision. If we receive regulatory approval for an extension, all subscribers will be notified of the extension and of the duration of any extension that has been granted, and will have the right to confirm, increase, decrease or rescind their orders. If we do not receive an affirmative response from a subscriber to any resolicitation, the subscriber’s order will be rescinded and all funds received will be returned promptly with interest.

The opportunity to subscribe for shares of common stock in the community offering is subject to our right in our sole discretion to reject orders, in whole or part, either at the time of receipt of an order or as soon as practicable following the expiration date of the offering. If your order is rejected in part, you will not have the right to cancel the remainder of your order.

Syndicated Community or Underwritten Public Offering

The plan of reorganization and stock issuance provides that, if necessary, all shares of common stock not purchased in the subscription offering and community offering may be offered for sale to the general public in a syndicated community offering to be managed by Sandler O’Neill, acting as our agent. In such capacity, Sandler O’Neill may form a syndicate of broker-dealers. Alternatively, we may sell any remaining shares in an underwritten public offering. However, we retain the right to accept or reject, in whole or in part, any orders in the syndicated community offering or underwritten public offering. Neither Sandler O’Neill nor any registered broker-dealer will have any obligation to take or purchase any shares of the common stock in the syndicated community offering; however, Sandler O’Neill has agreed to use its best efforts in the sale of shares in any syndicated community

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offering. The syndicated community offering would terminate no later than 45 days after the expiration of the subscription offering, unless extended by us, with approval of the Office of Thrift Supervision. See “—Community Offering” above for a discussion of rights of subscribers in the event an extension is granted.

Common stock sold in the syndicated community offering also will be sold at the $10.00 per share purchase price. Purchasers in the syndicated community offering are eligible to purchase up to $150,000 of common stock (which equals 15,000 shares). Orders for common stock in the syndicated community offering will be filled first to a maximum of 2.0% of the total number of shares sold in the offering and thereafter any remaining shares will be allocated on an equal number of shares basis per order until all orders have been filled. However, no fractional shares will be issued. We may begin the syndicated community offering or underwritten public offering at any time following the commencement of the subscription offering.

The opportunity to subscribe for shares of common stock in the syndicated community offering or underwritten public offering is subject to our right in our sole discretion to accept or reject orders, in whole or part, either at the time of receipt of an order or as soon as practicable following the expiration date of the offering. If your order is rejected in part, you will not have the right to cancel the remainder of your order.

If we are unable to find purchasers from the general public for all unsubscribed shares, we will make other purchase arrangements, if feasible. Other purchase arrangements must be approved by the Office of Thrift Supervision and may provide for purchases by directors, officers, their associates and other persons in excess of the limitations provided in the plan of reorganization and stock issuance and in excess of the proposed director purchases discussed earlier, although no purchases are currently intended. If other purchase arrangements cannot be made, we may either: terminate the stock offering and promptly return all funds; set a new offering range, notify all subscribers and give them the opportunity to place a new order for shares of Fox Chase Bancorp common stock; or take such other actions as may be permitted by the Office of Thrift Supervision.

The offering will be made in compliance with Rule 15c2-4 of the Securities Exchange Act of 1934 regarding the transmission and maintenance of payments received in the offering.

Limitations on Purchases of Shares

The plan of reorganization and stock issuance imposes limitations upon the purchase of common stock by eligible subscribers and others in the reorganization. In addition to the purchase limitations described above under “—Subscription Offering and Subscription Rights,” “—Community Offering” and “—Syndicated Community or Underwritten Public Offering,” the plan of reorganization and stock issuance provides for the following purchase limitations:

• The aggregate amount of our outstanding common stock owned or controlled by persons other than Fox Chase MHC at the close of the offering shall be less than 50.0% of our total outstanding common stock.

• Except for our tax-qualified employee stock benefit plans, no person, either alone or together with associates of or persons acting in concert with such person, may purchase in the aggregate more than $200,000 of the common stock (which equals 20,000 shares), subject to increase as described below.

• Each subscriber must subscribe for a minimum of 25 shares.

• The aggregate amount of common stock acquired in the offering by any non-tax-qualified employee stock benefit plan or any management person and his or her associates, shall not exceed 4.9% of the (1) outstanding shares of common stock at the conclusion of the offering; or (2) the stockholders’ equity of Fox Chase Bancorp at the conclusion of the offering. In calculating the number of shares held by management persons and their associates, shares held by any tax-

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qualified or non-tax-qualified employee stock benefit plan that are attributable to such person will not be counted.

• The aggregate amount of common stock acquired in the offering by any one or more tax-qualified employee stock benefit plans, exclusive of any shares of Fox Chase Bancorp common stock acquired by such plans in the secondary market, shall not exceed 4.9% of (1) the outstanding shares of Fox Chase Bancorp common stock at the conclusion of the offering; or (2) the stockholders’ equity of Fox Chase Bancorp at the conclusion of the offering.

• The aggregate amount of common stock acquired in the offering by all of our stock benefit plans, other than employee stock ownership plans, shall not exceed 25.0% of the outstanding common stock held by persons other than Fox Chase MHC.

• The aggregate amount of common stock acquired in the offering by all non-tax-qualified employee stock benefit plans or management persons and their associates, exclusive of any common stock acquired by such plans or management persons and their associates in the secondary market, shall not exceed 25.0% of (1) the outstanding shares of Fox Chase Bancorp common stock held by persons other than Fox Chase MHC at the conclusion of the offering; or (2) the stockholders’ equity of Fox Chase Bancorp held by persons other than Fox Chase MHC at the conclusion of the offering. In calculating the number of shares held by management persons and their associates, shares held by any tax-qualified or non-tax-qualified employee stock benefit plan that are attributable to such person will not be counted.

We may, in our sole discretion, increase the individual or aggregate purchase limitation to up to 5.0% of the shares of common stock sold in the offering to persons other than Fox Chase MHC. We do not intend to increase the maximum purchase limitation unless market conditions warrant an increase in the maximum purchase limitation and we do not sell shares in excess of the minimum of the offering range. If we decide to increase the purchase limitations, persons who subscribed for the maximum number of shares of common stock will be given the opportunity to increase their subscriptions accordingly, subject to the rights and preferences of any person who has priority subscription rights. If we increase the maximum purchase limitation to 5.0% of the shares of common stock sold in the offering to persons other than Fox Chase MHC, we may in our discretion further increase this limitation to 9.99% provided that orders for common stock exceeding 5.0% shall not exceed in the aggregate 10.0% of the shares of common stock sold in the offering to persons other than Fox Chase MHC.

The plan of reorganization and stock issuance defines “acting in concert” to mean knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not by an express agreement or understanding; or a combination or pooling of voting or other interests in the securities of an issuer for a common purpose under any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. In general, a person or company that acts in concert with another party will also be deemed to be acting in concert with any person who is also acting in concert with that other party. We may presume that certain persons are acting in concert based upon, among other things, joint account relationships and the fact that persons may have filed joint Schedules 13D or 13G with the Securities and Exchange Commission with respect to other companies. For purposes of the plan of reorganization and stock issuance, our directors are not deemed to be acting in concert solely by reason of their Board membership.

The plan of reorganization and stock issuance defines “associate,” with respect to a particular person, to mean:

• a corporation or organization other than Fox Chase MHC, Fox Chase Bancorp or Fox Chase Bank or a majority-owned subsidiary of Fox Chase MHC, Fox Chase Bancorp or Fox Chase Bank of which a person is a senior officer or partner or is, directly or indirectly, the beneficial owner of 10.0% or more of any class of equity securities of such corporation or organization;

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• a trust or other estate in which a person has a substantial beneficial interest or as to which a person serves as trustee or in a similar fiduciary capacity; and

• a relative or spouse of a person, or any relative of a spouse, who either has the same home as a person or who is a director or officer of Fox Chase MHC, Fox Chase Bancorp or Fox Chase Bank or any of their subsidiaries.

For example, a corporation of which a person serves as a senior officer would be an associate of that person and, therefore, all shares purchased by the corporation would be included with the number of shares that the person could purchase individually under the purchase limitations described above. We have the right in our sole discretion to reject any order submitted by a person whose representations we believe to be false or who we otherwise believe, either alone or acting in concert with others, is violating or circumventing, or intends to violate or circumvent, the terms and conditions of the plan of reorganization and stock issuance. Directors and officers are not treated as associates of each other solely by virtue of holding such positions. We have the sole discretion to determine whether prospective purchasers are “associates” or “acting in concert.”

Plan of Distribution and Marketing Arrangements

Offering materials have been initially distributed to certain persons by mail, with additional copies made available through our conversion center and Sandler O’Neill. All prospective purchasers are to send payment directly to Fox Chase Bank, where such funds will be held in a segregated savings account and not released until the offering is completed or terminated.

We have engaged Sandler O’Neill, a broker-dealer registered with the NASD, as a financial and marketing advisor in connection with the reorganization and the offering of our common stock. In all states where we are required to conduct all offers and sales through a registered broker-dealer, all such transactions will be conducted by Sandler O’Neill. In addition, in its role as financial and marketing advisor, Sandler O’Neill will assist us in the offering as follows:

• consulting as to the securities market implications of any aspect of the plan of reorganization and stock issuance or related corporate documents, including the percentage of common stock to be offered;

• reviewing with our Board of Directors the financial impact of the independent appraiser’s appraisal of the common stock;

• reviewing all offering documents, including the prospectus, stock order forms and related offering materials (we are responsible for the preparation and filing of such documents);

• assisting in the design and implementation of a marketing strategy for the offering;

• assisting us in scheduling and preparing for meetings with potential investors and broker-dealers; and

• providing such other general advice and assistance as may be requested to promote the successful completion of the reorganization.

For these services, Sandler O’Neill will receive a fee of 1.0% of the aggregate dollar amount of the common stock sold in the subscription and community offerings, excluding shares sold to the employee stock ownership plan, to the charitable foundation and to our officers, employees and directors and their immediate families. We have made an advance payment of $25,000 to Sandler O’Neill for expenses. Any unused portion of this advance will be refunded if the offering is not consummated. If there is a syndicated community offering, Sandler O’Neill will receive a management fee of 1.0% of the aggregate dollar amount of the common stock sold in the syndicated community offering.

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We also will reimburse Sandler O’Neill for its legal fees and expenses associated with its marketing effort, up to a maximum of $85,000. If the plan of reorganization and stock issuance is terminated or if Sandler O’Neill terminates its agreement with us in accordance with the provisions of the agreement, Sandler O’Neill will only receive reimbursement of its reasonable out-of-pocket expenses. We will indemnify Sandler O’Neill against liabilities and expenses (including legal fees) incurred in connection with certain claims or liabilities arising out of or based upon untrue statements or omissions contained in the offering materials for the common stock, including liabilities under the Securities Act of 1933.

We have also engaged Sandler O’Neill to act as records management agent in connection with the offering. In its role as records management agent, Sandler O’Neill will assist us in the offering as follows: (1) consolidation of accounts and development of a central file; (2) preparation of proxy, order and/or request forms; (3) organization and supervision of the conversion center; (4) proxy solicitation and special meeting services; and (5) subscription services. Sandler O’Neill will not receive an additional fee for these services.

Sandler O’Neill has not prepared any report or opinion constituting a recommendation or advice to us or to persons who subscribe for common stock, nor has it prepared an opinion as to the fairness to us of the purchase price or the terms of the common stock to be sold. Sandler O’Neill expresses no opinion as to the prices at which common stock to be issued may trade.

Our directors and executive officers may participate in the offering. However, such participation will be limited to answering questions about the Company. In addition, trained employees may provide ministerial services, such as providing clerical work in effecting a sales transaction or answering questions of a ministerial nature. Questions by prospective purchasers regarding the offering process will be directed to registered representatives of Sandler O’Neill. We will rely on Rule 3a4-1 under the Securities Exchange Act of 1934, as amended, so as to permit officers, directors and employees to participate in the sale of the common stock. No officer, director or employee will be compensated for his or her participation by the payment of commissions or other remuneration based either directly or indirectly on the transactions in the common stock.

Procedure for Purchasing Shares in the Subscription and Community Offerings

Use of Order Forms. To purchase shares in the subscription offering, you must submit a properly completed and executed order form to Fox Chase Bank by __:       .m., Eastern time, on [Expiration Date]. Your order form must be accompanied by full payment for all of the shares subscribed for or include appropriate authorization in the space provided on the order form for withdrawal of full payment from a deposit account with Fox Chase Bank. To purchase shares in the community offering, you must submit a properly completed and executed order form to Fox Chase Bank, accompanied by the required payment for each share subscribed for, before the community offering terminates, which may be on, or at any time after, the end of the subscription offering. We may, in our sole discretion, permit institutional investors to submit irrevocable orders together with the legally binding commitment for payment and to thereafter pay for such shares of common stock for which they subscribe in the community offering at any time before the 48 hours before the completion of the reorganization. This payment may be made by wire transfer. Our interpretation of the terms and conditions of the plan of reorganization and stock issuance and of the acceptability of the order forms will be final.

To ensure that your stock purchase eligibility and priority are properly identified, you must list all accounts on the order form, giving all names in each account and the account number. We will strive to identify your ownership in all accounts, but cannot guarantee we will identify all accounts in which you have ownership interest.

We need not accept order forms that are received after the expiration of the subscription offering or community offering, as the case may be, or that are executed defectively or that are received without full payment or without appropriate withdrawal instructions. In addition, we are not obligated to accept orders submitted on photocopied or facsimilied stock order and certification forms. We have the right to waive or permit the correction of incomplete or improperly executed order forms, but do not represent that we will do so. Under the plan of reorganization and stock issuance, our interpretation of the terms and conditions of the plan of reorganization and stock issuance and of the order form will be final. Once received, an executed order form may not be modified,

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amended or rescinded without our consent unless the reorganization has not been completed within 45 days after the end of the subscription offering.

The reverse side of the order form contains a regulatorily mandated certification form. We will not accept order forms on which the certification form is not executed. By executing and returning the certification form, you will be certifying that you received this prospectus and acknowledging that the common stock is not a deposit account and is not insured or guaranteed by the federal government. You also will be acknowledging that you received disclosure concerning the risks involved in this offering. The certification form could be used as support to show that you understand the nature of this investment.

To ensure that each purchaser in the subscription and community offerings receives a prospectus at least 48 hours before the end of the subscription and community offerings, as required by Rule 15c2-8 under the Securities Exchange Act of 1934, no prospectus will be mailed any later than five days before that date or hand delivered any later than two days before that date. Execution of the order form will confirm receipt or delivery under Rule 15c2-8. Order forms will be distributed only when preceded or accompanied by a prospectus.

Payment for Shares. Payment for subscriptions may be made by check, bank draft or money order, or by authorization of withdrawal from deposit accounts maintained with Fox Chase Bank. Subscription funds will be held by Fox Chase Bank or, at our discretion, in an escrow account at an independent insured depository institution. Appropriate means by which withdrawals may be authorized are provided on the order form. No wire transfers or third party checks will be accepted. Interest will be paid on payments made by check or money order at our statement savings rate from the date payment is received at the conversion center until the completion or termination of the reorganization. If payment is made by authorization of withdrawal from deposit accounts, the funds authorized to be withdrawn from a deposit account will continue to accrue interest at the contractual rates until completion or termination of the reorganization, unless the certificate matures after the date of receipt of the order form but before closing, in which case funds will earn interest at the statement savings rate from the date of maturity until the reorganization is completed or terminated, but a hold will be placed on the funds, making them unavailable to the depositor until completion or termination of the reorganization. When the reorganization is completed, the funds received in the offering will be used to purchase the shares of common stock ordered. The shares of common stock issued in the reorganization cannot and will not be insured by the Federal Deposit Insurance Corporation or any other government agency. If the reorganization is not consummated for any reason, all funds submitted will be refunded promptly with interest, as described above.

If a subscriber authorizes us to withdraw the amount of the purchase price from his or her deposit account, we will do so as of the effective date of reorganization, though the account must contain the full amount necessary for payment at the time the subscription order is received. We will waive any applicable penalties for early withdrawal from certificate accounts. If the remaining balance in a certificate account is reduced below the applicable minimum balance requirement at the time funds are actually transferred under the authorization, the certificate will be canceled at the time of the withdrawal, without penalty, and the remaining balance will earn interest at our statement savings rate.

We may, in our sole discretion, permit institutional investors to submit irrevocable orders together with the legally binding commitment for payment and to thereafter pay for such shares of common stock for which they subscribe in the community offering at any time before the 48 hours before the completion of the reorganization. This payment may be made by wire transfer.

The employee stock ownership plan will not be required to pay for the shares subscribed for at the time it subscribes, but rather may pay for shares of common stock subscribed for upon the completion of the reorganization; provided that there is in force from the time of its subscription until that time, a loan commitment from an unrelated financial institution or Fox Chase Bancorp to lend to the employee stock ownership plan, at that time, the aggregate purchase price of the shares for which it subscribed.

Individual retirement accounts maintained at Fox Chase Bank do not permit investment in the common stock. A depositor interested in using his or her individual retirement account funds to purchase common stock must

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do so through a self-directed individual retirement account. Since we do not offer those accounts, we will allow a depositor to make a trustee-to-trustee transfer of the individual retirement account funds to a trustee offering a self-directed individual retirement account program with the agreement that the funds will be used to purchase Fox Chase Bancorp’s common stock in the offering. There will be no early withdrawal or Internal Revenue Service interest penalties for transfers. The new trustee would hold the common stock in a self-directed account in the same manner as Fox Chase Bank now holds the depositor’s individual retirement account funds. An annual administrative fee may be payable to the new trustee. Depositors interested in using funds in an individual retirement account at Fox Chase Bank to purchase common stock should contact the conversion center as soon as possible so that the necessary forms may be forwarded for execution and returned before the subscription offering ends. In addition, federal laws and regulations require that officers, directors and 10% stockholders who use self-directed individual retirement account funds to purchase shares of common stock in the subscription offering, make purchases for the exclusive benefit of individual retirement accounts.

How We Determined the Offering Range and the $10.00 Purchase Price

Federal regulations require that the aggregate purchase price of the securities sold in connection with the reorganization be based upon an estimated pro forma value of Fox Chase Bancorp and Fox Chase Bank on a fully converted basis as determined by an independent appraisal. The term “fully converted” means that the appraiser assumed that 100.0% of our stock had been sold to the public. We have retained FinPro which is experienced in the evaluation and appraisal of business entities, to prepare the independent appraisal. FinPro will receive fees totaling $36,000 for its appraisal services, plus reasonable out-of-pocket expenses not to exceed $2,000. We have agreed to indemnify FinPro under certain circumstances against liabilities and expenses, including legal fees, arising out of, related to, or based upon the reorganization. Other than the evaluation and appraisal for this reorganization, we have not had any other material relationship with FinPro within the previous two years.

FinPro prepared the appraisal taking into account the pro forma impact of the offering. For its analysis, FinPro undertook substantial investigations to learn about our business and operations. We supplied financial information, including annual financial statements, information on the composition of assets and liabilities, and other financial schedules. In addition to this information, FinPro reviewed Fox Chase Bank’s reorganization and stock issuance applications as filed with the Office of Thrift Supervision and Fox Chase Bancorp’s registration statement as filed with the Securities and Exchange Commission. Furthermore, FinPro visited our facilities and had discussions with our management. FinPro did not perform a detailed individual analysis of the separate components of our assets and liabilities. We did not impose any limitations on FinPro in connection with its appraisal.

In connection with its appraisal, FinPro reviewed the following factors, among others:

• the economic make-up of our primary market areas;

• our financial performance and condition in relation to publicly traded savings associations and savings association holding companies that FinPro deemed comparable to Fox Chase Bank;

• the specific terms of the offering of Fox Chase Bancorp’s common stock;

• the pro forma impact of the additional capital raised in the reorganization;

• our proposed dividend policy;

• conditions of securities markets in general;

• the market for thrift institution common stock in particular;

• the existence of the Cease and Desist Order imposed on Fox Chase Bank by the Office of Thrift Supervision; and

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• the substantial compliance by Fox Chase Bank with the directives contained in the Order.

Consistent with Office of Thrift Supervision appraisal guidelines, FinPro’s analysis utilized three selected valuation procedures, the price/tangible book method, the price/core earnings method and the price/assets method, all of which are described in its report. FinPro’s appraisal report is filed as an exhibit to the registration statement we filed with the Securities and Exchange Commission. See “Where You Can Find More Information.” FinPro placed the greatest emphasis on the price/core earnings and price/tangible book methods in estimating pro forma market value. FinPro compared the pro forma price/tangible book and price/core earnings ratios for Fox Chase Bancorp to the same ratios for a peer group of comparable companies. The peer group consisted of the following eleven publicly traded savings associations and savings association holding companies. All the peer companies are in the mutual holding company structure, none of them had issued equity in the last year, all were located in the Northeast region of the United States and all had assets between $366.2 million and $855.4 million.

Peer Company	Market/Ticker Symbol	Location	IPO Date
Abington Community Bancorp, Inc.	Nasdaq: ABBC	Jenkintown, PA	12/17/2004
BCSB Bankcorp, Inc.	Nasdaq: BCSB	Baltimore, MD	07/08/1998
Clifton Savings Bancorp, Inc.	Nasdaq: CSBK	Clifton, NJ	03/04/2004
Greater Delaware Valley Savings Bank	Nasdaq: ALLB	Broomall, PA	03/03/1995
Naugatuck Valley Financial Corp.	Nasdaq: NVSL	Naugatuck, CT	10/01/2004
Ocean Shore Holding Company	Nasdaq: OSHC	Ocean City, NJ	12/22/2004
Oneida Financial Corp.	Nasdaq: ONFC	Oneida, NY	12/30/1998
Prudential Bancorp, Inc. of Pennsylvania	Nasdaq: PBIP	Philadelphia, PA	03/30/2005
PSB Holdings, Inc.	Nasdaq: PSBH	Putnam, CT	10/05/2004
SI Financial Group, Inc.	Nasdaq: SIFI	Willimantic, CT	10/01/2004
Westfield Financial, Inc.	AMEX: WFD	Westfield, MA	12/28/2001

The peer group had:

• median assets of $556.8 million;

• median nonperforming assets of 0.09% of total assets;

• median net loans of 56.51% of total assets;

• median equity of 12.76% of total assets; and

• median net income of 0.60% of average assets.

On the basis of the analysis in its report, FinPro has advised us that, in its opinion, as of May 2, 2006, the estimated pro forma market value of Fox Chase Bancorp and Fox Chase Bank, on a fully converted basis, was within the valuation range of $94.4 million and $127.7 million with a midpoint of $111.0 million.

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The following table presents a summary of selected pricing ratios for Fox Chase Bank on a fully-converted basis, for the peer group companies and for all publicly traded thrifts. Compared to the median pricing ratios of the peer group, Fox Chase Bank’s pro forma pricing ratios at the maximum of the offering range indicated a premium of 20.9% on a price-to-core earnings basis and a discount of 22.8% on a price-to-tangible book value basis. In arriving at the estimated valuation range, FinPro considered that Fox Chase Bank would be priced at a premium on a core earnings basis and at a discount on a tangible book basis relative to the peer group. The discounted price-to-book ratio and price-to-tangible book value reflect adjustments made to the pro forma market value of Fox Chase Bank based on a comparison of certain criteria relative to the peer group. Specifically, Fox Chase Bank’s weaker financial condition, slower rate of balance sheet growth, lower profitability and weaker market area (as measured by lower population growth, lower income and higher rate of unemployment) compared to its peer group each resulted in a downward adjustment to the pro forma market value.

	Price to Core Earnings Multiple (1)		Price to Book Value Ratio (2)		Price to Tangible Book Value Ratio (2)
Fox Chase Bank (pro forma on a fully-converted basis):
Minimum	30.30	x	66.36	x	66.36	x
Midpoint	33.33		70.82		70.82
Maximum	37.04		74.52		74.52
Maximum, as adjusted	40.00		78.06		78.06
Peer Group (on a fully-converted basis):
Average	41.79	x	93.23	x	95.95	x
Median	30.64	x	91.72		91.72
All fully-converted, publicly-traded thrifts:
Average	21.36	x	148.88	x	173.79	x
Median	16.60		136.95		156.70

(1) Ratios are based on earnings for the trailing twelve months and share prices as of May 2, 2006.

(2) Ratios are based on book value as of the most recent publicly available data and share prices as of May 2, 2006.

Our board of directors reviewed FinPro’s appraisal report, including the methodology and the assumptions used by FinPro, and determined that the valuation range was reasonable and adequate. Our board of directors determined that 43.6% of the shares of our common stock should be sold in the offering at a purchase price of $10.00 per share. Multiplying this percentage by FinPro’s valuation range yielded an offering range of $94,350,000 to $127,650,000 with a midpoint of $111,000,000. Dividing these dollar amounts by the purchase price resulted in an offering range of between 4,110,745 and 6,395,835 shares, with a midpoint of 4,836,170 shares. The purchase price of $10.00 per share was determined by us, taking into account, among other factors, the requirement under Office of Thrift Supervision regulations that the common stock be offered in a manner that will achieve the widest distribution of the stock and desired liquidity in the common stock after the offering.

Since the outcome of the offering relates in large measure to market conditions at the time of sale, it is not possible to determine the exact number of shares that will be issued by Fox Chase Bancorp at this time. The offering range may be amended, with the approval of the Office of Thrift Supervision, if necessitated by developments following the date of the appraisal in, among other things, market conditions, our financial condition or operating results, regulatory guidelines or national or local economic conditions.

If, upon completion of the subscription offering, at least the minimum number of shares are subscribed for, FinPro, after taking into account factors similar to those involved in its prior appraisal, will determine its estimate of our pro forma market value as of the close of the subscription offering. If, as a result of regulatory considerations, demand for the shares or changes in market conditions, FinPro determines that our pro forma market value has increased, we may sell up to 6,395,835 shares without any further notice to you.

No shares will be sold unless FinPro confirms that, to the best of its knowledge and judgment, nothing of a material nature has occurred that would cause it to conclude that the actual total purchase price of the shares on an aggregate basis was materially incompatible with its appraisal. If, however, the facts do not justify that statement,

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the offering may be canceled, a new offering range and price per share set and new subscription, community and syndicated community offerings held. Under those circumstances, all funds would be promptly returned and all subscribers would be given the opportunity to place a new order. If the offering is terminated, all subscriptions will be cancelled and subscription funds will be returned promptly with interest, and holds on funds authorized for withdrawal from deposit accounts will be released or reduced. If FinPro establishes a new valuation range, it must be approved by the Office of Thrift Supervision.

In formulating its appraisal, FinPro relied upon the truthfulness, accuracy and completeness of all documents we furnished to it. FinPro also considered financial and other information from regulatory agencies, other financial institutions and other public sources, as appropriate. While FinPro believes this information to be reliable, FinPro does not guarantee the accuracy or completeness of the information and did not independently verify the financial statements and other data provided by us or independently value our assets or liabilities. The appraisal is not intended to be, and must not be interpreted as, a recommendation of any kind as to the advisability of voting to approve the plan of reorganization and stock issuance or of purchasing shares of common stock. Moreover, because the appraisal must be based on many factors that change periodically, there is no assurance that purchasers of shares in the reorganization will be able to sell shares after the reorganization at prices at or above the purchase price.

Copies of the appraisal report of FinPro, including any amendments to the report, and the detailed memorandum of the appraiser setting forth the method and assumptions for such appraisal are available for inspection at the main office of Fox Chase Bank and the other locations specified under “Where You Can Find More Information.”

Delivery of Certificates

Certificates representing the common stock sold in the offering will be mailed by our transfer agent to the persons whose subscriptions or orders are filled at the addresses of such persons appearing on the stock order and certification form as soon as practicable following completion of the reorganization. We will hold certificates returned as undeliverable until claimed by the persons legally entitled to the certificates or otherwise disposed of in accordance with applicable law. Until certificates for common stock are available and delivered to subscribers, subscribers may not be able to sell their shares, even though trading of the common stock may have commenced.

Restrictions on Repurchase of Stock

Under Office of Thrift Supervision regulations, we may not, for a period of one year from the date of the completion of the reorganization, repurchase any of our common stock from any person, except (1) in an offer made to all stockholders to repurchase the common stock on a pro rata basis, approved by the Office of Thrift Supervision, (2) the repurchase of qualifying shares of a director, or (3) repurchases to fund restricted stock plans or tax-qualified employee stock benefit plans. Where extraordinary circumstances exist, the Office of Thrift Supervision may approve the open market repurchase of up to 5% of our common stock during the first year following the reorganization. To receive such approval, we must establish compelling and valid business purposes for the repurchase to the satisfaction of the Office of Thrift Supervision. Furthermore, repurchases of any common stock are prohibited if they would cause Fox Chase Bank’s regulatory capital to be reduced below the amount required under the regulatory capital requirements imposed by the Office of Thrift Supervision.

Restrictions on Transfer of Shares After the Reorganization Applicable to Officers and Directors

Common stock purchased in the reorganization will be freely transferable, except for shares purchased by our directors and executive officers.

Shares of common stock purchased by our directors and executive officers may not be sold for a period of one year following the reorganization, except upon the death of the stockholder or unless approved by the Office of Thrift Supervision. Shares purchased by these persons in the open market after the reorganization will be free of this

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restriction. Shares of common stock issued to directors and executive officers will bear a legend giving appropriate notice of the restriction and, in addition, we will give appropriate instructions to our transfer agent with respect to the restriction on transfers. Any shares issued to directors and executive officers as a stock dividend, stock split or otherwise with respect to restricted common stock will be similarly restricted.

Persons affiliated with Fox Chase Bank, including our directors and executive officers, received subscription rights based only on their deposits with Fox Chase Bank as account holders. Any purchases made by persons affiliated with Fox Chase Bank for the explicit purpose of meeting the minimum of the offering must be made for investment purposes only, and not with a view towards redistribution. Furthermore, as set forth above, Office of Thrift Supervision regulations restrict sales of common stock purchased in the offering by directors and executive officers for a period of one year following the reorganization.

Purchases of outstanding shares of Fox Chase Bancorp common stock by directors, officers, or any person who becomes an executive officer or director of Fox Chase Bank after adoption of the plan of reorganization and stock issuance, and their associates, during the three-year period following the reorganization may be made only through a broker or dealer registered with the Securities and Exchange Commission, except with the prior written approval of the Office of Thrift Supervision. This restriction does not apply, however, to negotiated transactions involving more than 1% of Fox Chase Bancorp’s outstanding common stock or to the purchase of stock under stock benefit plans.

Fox Chase Bancorp has filed a registration statement with the Securities and Exchange Commission under the Securities Act of 1933 for the registration of the common stock to be sold in the offering and contributed to the charitable foundation. This registration does not cover the resale of the shares. Shares of common stock purchased by persons who are not affiliates of Fox Chase Bancorp may be resold without registration. Shares purchased by an affiliate of Fox Chase Bancorp will have resale restrictions under Rule 144 of the Securities Act. If Fox Chase Bancorp meets the current public information requirements of Rule 144, each affiliate of Fox Chase Bancorp who complies with the other conditions of Rule 144, including those that require the affiliate’s sale to be aggregated with those of certain other persons, would be able to sell in the public market, without registration, a number of shares not to exceed, in any three-month period, the greater of 1.0% of the outstanding shares of Fox Chase Bancorp or the average weekly volume of trading in the shares during the preceding four calendar weeks. Fox Chase Bancorp may make future provision to permit affiliates to have their shares registered for sale under the Securities Act under certain circumstances.

Interpretation, Amendment and Termination

To the extent permitted by law, all interpretations by us of the plan of reorganization and stock issuance will be final; however, such interpretations have no binding effect on the Office of Thrift Supervision. The plan of reorganization and stock issuance provides that, if deemed necessary or desirable, we may substantively amend the plan of reorganization and stock issuance as a result of comments from regulatory authorities or otherwise.

Completion of the reorganization requires the sale of all shares of the common stock within 90 days following approval of the plan of reorganization and stock issuance by the Office of Thrift Supervision, unless an extension is granted by the Office of Thrift Supervision. If this condition is not satisfied, the plan of reorganization and stock issuance will be terminated and Fox Chase Bank will continue its business in the mutual form of organization. We may terminate the plan of reorganization and stock issuance at any time.

Fox Chase Bank Charitable Foundation

General

In furtherance of our commitment to our local community, the plan of reorganization provides that we will establish a charitable foundation in connection with the reorganization. We have established Fox Chase Bank Charitable Foundation as a nonstock Delaware corporation to serve as the charitable foundation. The foundation

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will be funded with $150,000 in cash and 135,000 shares of Fox Chase Bancorp common stock. By further enhancing our visibility and reputation in our local community, we believe that the foundation will enhance the long-term value of our community banking franchise. We believe the reorganization presents us with a unique opportunity to provide a substantial and continuing benefit to our community and to receive the associated tax benefits, without any significant cash outlay by us.

Purpose of the Charitable Foundation

We emphasize community lending and community activities. Fox Chase Bank Charitable Foundation is being formed to complement, not to replace, our existing community activities. Although we intend to continue to emphasize community lending and community activities following the reorganization, such activities are not our sole corporate purpose. Fox Chase Bank Charitable Foundation will be dedicated completely to community activities and the promotion of charitable causes, and may be able to support such activities in manners that are not presently available to us. We believe that Fox Chase Bank Charitable Foundation will enable us to assist the communities within our market areas in areas beyond community development and lending and will enhance our current activities under the Community Reinvestment Act.

We further believe that the funding of Fox Chase Bank Charitable Foundation with our common stock will allow our community to share in our potential growth and success long after the reorganization. Fox Chase Bank Charitable Foundation will accomplish that goal by providing for continued ties between our community and us, thereby forming a partnership within the communities in which we operate.

We do not expect the contribution to Fox Chase Bank Charitable Foundation to take the place of our traditional community lending and charitable activities. For the years ended December 31, 2005 and December 31, 2004, we contributed $22,000 and $26,000 respectively, to community organizations. We expect to continue making charitable contributions and donations within our community. In connection with the closing of the offering, we intend to contribute $150,000 in cash and 135,000 shares of our common stock to Fox Chase Bank Charitable Foundation.

Structure of the Charitable Foundation

Fox Chase Bank Charitable Foundation will be incorporated under Delaware law as a non-stock corporation. The Certificate of Incorporation of Fox Chase Bank Charitable Foundation will provide that Fox Chase Bank Charitable Foundation is organized exclusively for charitable purposes as set forth in Section 501(c)(3) of the Internal Revenue Code. The Certificate of Incorporation will further provide that no part of the net earnings of the foundation will inure to the benefit of, or be distributable to, its directors, officers or members.

We have selected four of our employees to serve on the initial board of directors of the foundation. The employees who will serve as directors of the foundation are Thomas M. Petro, Jerry D. Holbrook, Keiron G. Lynch and James V. Schermerhorn. We also will select one additional person to serve on the foundation’s board of directors who will not be one of our officers or directors. As required by Office of Thrift Supervision regulations, this other director will have experience with local charitable organizations and grant making. While there are no plans to change the size of the initial board of directors during the year following the completion of the reorganization, following the first anniversary of the reorganization, the foundation may alter the size and composition of its board of directors. For five years after the reorganization, one seat on the foundation’s board of directors will be reserved for a person from our local community who has experience with local community charitable organizations and grant making and who is not one of our officers, directors or employees, and one seat on the foundation’s board of directors will be reserved for one of our directors. It is currently not anticipated that directors of the foundation will receive compensation for their service.

The board of directors of Fox Chase Bank Charitable Foundation will be responsible for establishing its grant and donation policies, consistent with the purposes for which it was established. As directors of a nonprofit corporation, directors of Fox Chase Bank Charitable Foundation will always be bound by their fiduciary duty to advance the foundation’s charitable goals, to protect its assets and to act in a manner consistent with the charitable purposes for which the foundation is established. The directors of Fox Chase Bank Charitable Foundation also will

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be responsible for directing the activities of the foundation, including the management and voting of our common stock held by the foundation. However, as required by Office of Thrift Supervision regulations, all shares of common stock held by Fox Chase Bank Charitable Foundation must be voted in the same ratio as all other shares of the common stock on all proposals considered by our stockholders.

Fox Chase Bank Charitable Foundation’s place of business will be located at our administrative offices. The board of directors of Fox Chase Bank Charitable Foundation will appoint such officers and employees as may be necessary to manage its operations, although no employees are expected to be hired. To the extent applicable, we will comply with the affiliates restrictions set forth in Sections 23A and 23B of the Federal Reserve Act and the Office of Thrift Supervision regulations governing transactions between us and the foundation.

Fox Chase Bank Charitable Foundation will receive working capital from: (1) any dividends that may be paid on our common stock in the future; (2) within the limits of applicable federal and state laws, loans collateralized by the common stock; or (3) the proceeds of the sale of any of the common stock in the open market from time to time. As a private foundation under Section 501(c)(3) of the Internal Revenue Code, Fox Chase Bank Charitable Foundation will be required to distribute annually in grants or donations a minimum of 5% of the average fair market value of its net investment assets. One of the conditions imposed on the gift of common stock by us is that the amount of common stock that may be sold by Fox Chase Bank Charitable Foundation in any one year shall not exceed 5% of the average market value of the assets held by Fox Chase Bank Charitable Foundation, except where the board of directors of the foundation determines that the failure to sell an amount of common stock greater than such amount would result in a long-term reduction of the value of its assets and/or would otherwise jeopardize its capacity to carry out its charitable purposes.

Tax Considerations

Our independent tax advisor has advised us that an organization created for the above purposes should qualify as a Section 501(c)(3) exempt organization under the Internal Revenue Code and should be classified as a private foundation. Fox Chase Bank Charitable Foundation will submit a timely request to the Internal Revenue Service to be recognized as an exempt organization. As long as Fox Chase Bank Charitable Foundation files its application for tax-exempt status within 15 months from the date of its organization, and provided the Internal Revenue Service approves the application, its effective date as a Section 501(c)(3) organization will be the date of its organization. Our independent tax advisor, however, has not rendered any advice on whether Fox Chase Bank Charitable Foundation’s tax exempt status will be affected by the regulatory requirement that all shares of our common stock held by Fox Chase Bank Charitable Foundation must be voted in the same ratio as all other outstanding shares of common stock on all proposals considered by our stockholders.

We are authorized under federal law to make charitable contributions. We believe that the reorganization presents a unique opportunity to establish and fund a charitable foundation given the substantial amount of additional capital being raised. In making such a determination, we considered the dilutive impact of the contribution of common stock to Fox Chase Bank Charitable Foundation on the amount of common stock to be sold in the reorganization. See “Capitalization,” “Regulatory Capital Compliance,” and “Comparison of Independent Valuation and Pro Forma Financial Information With and Without the Foundation.” The amount of the contribution will not adversely impact our financial condition. We therefore believe that the amount of the charitable contribution is reasonable given our pro forma capital position and does not raise safety and soundness concerns.

We have received an opinion from our independent tax advisor that our contribution of our stock and cash to Fox Chase Bank Charitable Foundation should not constitute an act of self-dealing and that we should be entitled to a deduction under federal law in the amount of the fair market value of the stock at the time of the contribution, less the nominal amount that Fox Chase Bank Charitable Foundation is required to pay us for such stock, plus the amount of cash contributed. Under the Internal Revenue Code, we are permitted to deduct only an amount equal to 10% of our annual taxable income in any one year. We are permitted under the Internal Revenue Code to carry the excess contribution over the five year period following the contribution to Fox Chase Bank Charitable Foundation. We estimate that we will have sufficient income in the year in which the contribution is made and for the five-year

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period thereafter so that substantially all of the contribution should be deductible under federal law over the six-year period. Pennsylvania law does not provide a similar deduction. However, we do not have any assurance that the Internal Revenue Service will grant tax-exempt status to the foundation. Furthermore, even if the contribution is deductible under federal law, we may not have sufficient earnings to be able to use the deduction in full. We do not expect to make any further contributions to Fox Chase Bank Charitable Foundation within the first five years following the initial contribution, unless such contributions would be deductible under the Internal Revenue Code. Any such decisions would be based on an assessment of, among other factors, our financial condition at that time, the interests of our stockholders and depositors, and the financial condition and operations of the foundation.

Although we have received an opinion from our independent tax advisor that we should be entitled to a deduction under federal law for the charitable contribution, there can be no assurances that the Internal Revenue Service will recognize Fox Chase Bank Charitable Foundation as a Section 501(c)(3) exempt organization or that the deduction will be permitted. In such event, our contribution to Fox Chase Bank Charitable Foundation would be expensed without tax benefit, resulting in a reduction in earnings in the year in which the Internal Revenue Service makes such a determination. See “Risk Factors—Risks Related to the Formation of the Charitable Foundation—Our contribution to Fox Chase Bank Foundation may not be tax deductible, which could reduce our profits.”

As a private foundation, earnings and gains, if any, from the sale of common stock or other assets are exempt from federal and state income taxation. However, investment income, such as interest, dividends and capital gains, is generally taxed at a rate of 2.0%. Fox Chase Bank Charitable Foundation will be required to file an annual return with the Internal Revenue Service within four and one-half months after the close of its fiscal year. Fox Chase Bank Charitable Foundation will be required to make its annual return available for public inspection. The annual return for a private foundation includes, among other things, an itemized list of all grants made or approved, showing the amount of each grant, the recipient, any relationship between a grant recipient and the foundation’s managers and a concise statement of the purpose of each grant.

Regulatory Conditions Imposed on the Charitable Foundation

Office of Thrift Supervision regulations will impose the following conditions on the establishment of Fox Chase Bank Charitable Foundation:

• the Office of Thrift Supervision can examine the foundation;

• the foundation must comply with all supervisory directives imposed by the Office of Thrift Supervision;

• the foundation must provide annually to the Office of Thrift Supervision a copy of the annual report that the foundation submits to the IRS;

• the foundation must operate according to written policies adopted by its board of directors, including a conflict of interest policy;

• the foundation may not engage in self-dealing and must comply with all laws necessary to maintain its tax-exempt status under the Internal Revenue Code; and

• the foundation must vote its shares in the same ratio as all of the other shares voted on each proposal considered by our stockholders.

In addition, within six months of completing the reorganization, Fox Chase Bank Charitable Foundation must submit to the Office of Thrift Supervision a three-year operating plan.

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Restrictions on Acquisition of Fox Chase Bancorp and Fox Chase Bank

General

The plan of reorganization and stock issuance provides that Fox Chase Bank will reorganize from a federally chartered savings bank into a federal mutual holding company structure and includes the adoption of a federal stock charter and bylaws for Fox Chase Bancorp. Certain provisions in the federal stock charter and bylaws of Fox Chase Bancorp may have anti-takeover effects. In addition, provisions in Fox Chase Bank’s charter and bylaws may also have anti-takeover effects. Finally, regulatory restrictions may also make it more difficult for persons or companies to acquire control of Fox Chase Bancorp and Fox Chase Bank.

Mutual Holding Company Structure

Following the reorganization, all of the issued and outstanding common stock of Fox Chase Bank will be owned by Fox Chase Bancorp. A majority of the issued and outstanding common stock of Fox Chase Bancorp will be owned by Fox Chase MHC. As a result, management of Fox Chase MHC will be able to exert voting control over Fox Chase Bancorp and Fox Chase Bank and will restrict the ability of the minority stockholders of Fox Chase Bancorp to effect a change of control of management. Fox Chase MHC, as long as it remains in the mutual form of organization, will control a majority of the voting stock of Fox Chase Bancorp. However, the minority stockholders of Fox Chase Bancorp could prevent a second step conversion or the implementation of equity incentive plans as current Office of Thrift Supervision regulations and policies require the approval of such matters by the stockholders other than Fox Chase MHC.

The Stock Charter and Bylaws of Fox Chase Bancorp

Although the Board of Directors of Fox Chase Bancorp is not aware of any effort that might be made to obtain control of Fox Chase Bancorp after the reorganization, the Board of Directors believes it is appropriate to adopt certain provisions permitted by federal regulations that may have the effect of deterring a future takeover attempt that is not approved by Fox Chase Bancorp’s Board of Directors. The following description of these provisions is only a summary and does not provide all of the information contained in Fox Chase Bancorp’s charter and bylaws. See “Where You Can Find More Additional Information” for where to obtain a copy of these documents.

Beneficial Ownership Limitation. Fox Chase Bancorp’s charter provides that, for a period of five years from the date of the reorganization, no person, other than Fox Chase MHC may acquire directly or indirectly the beneficial ownership of more than 10.0% of any class of any equity security of Fox Chase Bancorp. In the event a person acquires shares in violation of this provision, all shares beneficially owned by such person in excess of 10.0% will be considered “excess shares” and will not be counted as shares entitled to vote or counted as voting shares in connection with any matters submitted to the stockholders for a vote. This provision does not apply to a transaction in which Fox Chase Bancorp fully converts from the mutual holding company form of organization. If approved by stockholders, this provision may be adopted permanently after the initial five-year period.

Board of Directors

Classified Board. Fox Chase Bancorp’s board of directors is divided into three classes as nearly as equal in number as possible. The stockholders elect one class of directors each year for a term of three years. The classified board makes it more difficult and time consuming for a stockholder group to fully use its voting power to gain control of the board of directors without the consent of the incumbent board of directors of Fox Chase Bancorp.

Filling of Vacancies; Removal. The bylaws provide that any vacancy occurring in the board of directors, including a vacancy created by an increase in the number of directors, may be filled by a vote of a majority of the remaining directors although less than a quorum of the board of directors then in office. A person elected to

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fill a vacancy on the board of directors will serve until the next election of directors by the stockholders. Our bylaws provide that a director may be removed from the board of directors prior to the expiration of his or her term only for cause and only upon the vote of a majority of the outstanding shares of voting stock. These provisions make it more difficult for stockholders to remove directors and replace them with their own nominees.

Elimination of Cumulative Voting. The charter of Fox Chase Bancorp provides that no shares will be entitled to cumulative voting. The elimination of cumulative voting makes it more difficult for a stockholder group to elect a director nominee.

Stockholder Action by Written Consent; Special Meetings of Stockholders. Fox Chase Bancorp’s stockholders must act only through an annual or special meeting or by unanimous written consent. The bylaws provide that the chairman of the board of directors, the president or a majority of the board of directors or holders of 10% or more of our outstanding shares may request the calling of a special meeting. The provisions of our charter and bylaws limiting stockholder action by written consent and calling of special meetings of stockholders may have the effect of delaying consideration of a stockholder proposal until the next annual meeting, unless a special meeting is called in accordance with the provisions of the bylaws. These provisions also would prevent the holders of a majority of common stock from unilaterally using the written consent procedure to take stockholder action.

Advance Notice Provisions for Stockholder Nominations and Proposals. Fox Chase Bancorp’s bylaws establish an advance notice procedure for stockholders to nominate directors or bring other business before an annual meeting of stockholders. Advance notice of nominations or proposed business by stockholders gives the board of directors time to consider the qualifications of the proposed nominees, the merits of the proposals and, to the extent deemed necessary or desirable by the board of directors, to inform stockholders and make recommendations about those matters.

Stockholder Nominations. A person may not be nominated for election as a director unless that person is nominated by or at the direction of the board of directors or by a stockholder who has given appropriate notice to Fox Chase Bancorp before the meeting. Stockholder nominations must be in writing and delivered to the Secretary of Fox Chase Bancorp at least 30 days before the date of the annual meeting, provided however, that if less than 40 days notice or prior public disclosure of the date of the meeting is given or made, notice by a stockholder of his or her intention to nominate a director must be received not later than the close of business on the 10^th day following the day on which notice of the date of the annual meeting was mailed or such public disclosure of the annual meeting was made.

Stockholder Proposals. A stockholder may not bring new business before an annual meeting unless the stockholder has given Fox Chase Bancorp appropriate notice of its intention to bring that business before the meeting. A stockholder may propose new business at an annual meeting or special meeting, however, such business must be approved by the board of directors and stated in writing and filed with Fox Chase Bancorp’s Secretary at least 30 days before the date of the annual meeting, provided however, that when public notice of the date of the annual meeting is less than 40 days, notice by the stockholder of a proposal must not be received later than the close of business on the 10^th day following the day on which notice of the date of the annual meeting was made to the public. Additionally, if such proposal is not presented, in writing, to Fox Chase Bancorp’s Secretary at least 30 days before such meeting, such nomination or proposal shall be laid over for action at an adjourned, special or annual meeting taking place 30 days or more thereafter. A stockholder who desires to raise new business must provide certain information to Fox Chase Bancorp concerning the nature of the new business, the stockholder and the stockholder’s interest in the business matter.

Authorized but Unissued Shares of Capital Stock. Following the reorganization, we will have authorized but unissued shares of common and preferred stock. Fox Chase Bancorp’s charter authorizes the board of directors to establish one or more series of preferred stock and, for any series of preferred stock, to determine the terms and rights of the series, including voting rights, conversion rates, and liquidation preferences. Although such shares of common and preferred stock could be issued by the board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise, it is

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anticipated that such uses will be unlikely given that Fox Chase MHC must always own a majority of our common stock.

Regulatory Restrictions

Office of Thrift Supervision Regulations. Office of Thrift Supervision regulations provide that for a period of three years following the date of the completion of the reorganization, no person, acting singly or together with associates in a group of persons acting in concert, will directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10% of a class of our equity securities without the prior written approval of the Office of Thrift Supervision. Where any person, directly or indirectly, acquires beneficial ownership of more than 10% of a class of Fox Chase Bancorp’s equity securities without the prior written approval of the Office of Thrift Supervision, the securities beneficially owned by such person in excess of 10.0% will not be voted by any person or counted as voting shares in connection with any matter submitted to the stockholders for a vote, and will not be counted as outstanding for purposes of determining the affirmative vote necessary to approve any matter submitted to the stockholders for a vote.

Restrictions on Remutualization Transactions. Current Office of Thrift Supervision regulations permit a mutual holding company to be acquired by a mutual institution in a remutualization transaction. However, in June 2003 the Office of Thrift Supervision issued a policy statement indicating that it views remutualization transactions as raising significant issues concerning disparate treatment of minority stockholders and mutual members of the target entity and raising issues concerning the effect on the mutual members of the acquiring entity. Under certain circumstances, the Office of Thrift Supervision intends to give these issues special scrutiny and reject applications providing for the remutualization of a mutual holding company unless the applicant can clearly demonstrate that the Office of Thrift Supervision’s concerns are not warranted in the particular case. The Office of Thrift Supervision will require empirical data that demonstrates that the minority stockholders are receiving a reasonable value in proportion to their interest in the company. If any of the pricing parameters specified by the Office of Thrift Supervision are exceeded, the Office of Thrift Supervision will consider requiring that the transaction be approved by a majority of the votes eligible to be cast by the members of the acquiring mutual and the target mutual holding company without the use of running proxies.

Since the Office of Thrift Supervision policy on remutualization transactions was issued, there has been only one such transaction announced. It is likely that the pricing parameters imposed by the Office of Thrift Supervision policy will make remutualization transactions less attractive to mutual holding companies.

Change in Bank Control Act. The acquisition of 10.0% or more of our outstanding common stock may trigger the provisions of the Change in Bank Control Act. The Office of Thrift Supervision has also adopted a regulation under the Change in Bank Control Act which generally requires persons who at any time intend to acquire control of a federally chartered savings association or its holding company to provide 60 days prior written notice and certain financial and other information to the Office of Thrift Supervision.

The 60-day notice period does not commence until the information is deemed to be substantially complete. Control for these purposes exists in situations in which the acquiring party has voting control of at least 25.0% of any class of our voting stock or the power to direct our management or policies. However, under Office of Thrift Supervision regulations, control is presumed to exist where the acquiring party has voting control of at least 10.0% of any class of our voting securities if specified “control factors” are present. The statute and underlying regulations authorize the Office of Thrift Supervision to disapprove a proposed acquisition on certain specified grounds.

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Description of Fox Chase Bancorp Capital Stock

The common stock of Fox Chase Bancorp will represent nonwithdrawable capital, will not be an account of any type, and will not be insured by the Federal Deposit Insurance Corporation or any other government agency.

General

Fox Chase Bancorp is authorized to issue 36,000,000 shares of common stock having a par value of $.01 per share and 1,000,000 shares of preferred stock having a par value of $.01 per share. Each share of Fox Chase Bancorp’s common stock will have the same relative rights as, and will be identical in all respects with, each other share of common stock. Upon payment of the purchase price for the common stock, as required by the plan of reorganization and stock issuance, all stock will be duly authorized, fully paid and nonassessable. Fox Chase Bancorp will not issue any shares of preferred stock in the reorganization.

Common Stock

Dividends. Fox Chase Bancorp can pay dividends if, as and when declared by its Board of Directors. The payment of dividends by Fox Chase Bancorp is limited by law and applicable regulation. See “Our Dividend Policy.” The holders of common stock of Fox Chase Bancorp will be entitled to receive and share equally in dividends declared by the Board of Directors of Fox Chase Bancorp. If Fox Chase Bancorp issues preferred stock, the holders of the preferred stock may have a priority over the holders of the common stock with respect to dividends.

Voting Rights. After the reorganization, the holders of common stock of Fox Chase Bancorp will possess exclusive voting rights in Fox Chase Bancorp. They will elect Fox Chase Bancorp’s Board of Directors and act on other matters as are required to be presented to them under federal law or as are otherwise presented to them by the Board of Directors. Except as discussed in “Restrictions on Acquisition of Fox Chase Bancorp and Fox Chase Bank,” each holder of common stock will be entitled to one vote per share and will not have any right to cumulate votes in the election of directors. If Fox Chase Bancorp issues preferred stock, holders of Fox Chase Bancorp preferred stock may also possess voting rights.

Liquidation. In the unlikely event of any liquidation, dissolution or winding up of Fox Chase Bank, Fox Chase Bancorp, as the sole holder of Fox Chase Bank’s capital stock, would be entitled to receive all of Fox Chase Bank’s assets available for distribution after payment or provision for payment of all debts and liabilities of Fox Chase Bank, including all deposit accounts and accrued interest. Upon liquidation, dissolution or winding up of Fox Chase Bancorp, the holders of its common stock would be entitled to receive all of the assets of Fox Chase Bancorp available for distribution after payment or provision for payment of all its debts and liabilities. If Fox Chase Bancorp issues preferred stock, the preferred stock holders may have a priority over the holders of the common stock upon liquidation or dissolution.

Preemptive Rights; Redemption. Holders of the common stock of Fox Chase Bancorp will not be entitled to preemptive rights with respect to any shares that may be issued. The common stock cannot be redeemed.

Preferred Stock

Fox Chase Bancorp will not issue any preferred stock in the reorganization and it has no current plans to issue any preferred stock after the reorganization. Preferred stock may be issued with designations, powers, preferences and rights as the Board of Directors may from time to time determine. The Board of Directors can, without stockholder approval, issue preferred stock with voting, dividend, liquidation and conversion rights that

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could dilute the voting strength of the holders of the common stock and may assist management in impeding an unfriendly takeover or attempted change in control.

Transfer Agent and Registrar

The transfer agent and registrar for Fox Chase Bancorp’s common stock will be Registrar and Transfer Company, Cranford, New Jersey.

Registration Requirements

Fox Chase Bancorp has registered its common stock with the Securities and Exchange Commission under Section 12(g) of the Securities Exchange Act of 1934, as amended, and will not deregister its common stock for a period of at least three years following the reorganization. As a result of registration, the proxy and tender offer rules, insider trading reporting and restrictions, annual and periodic reporting and other requirements of that statute will apply.

Legal and Tax Opinions

The legality of the common stock has been passed upon for us by Muldoon Murphy & Aguggia LLP, Washington, DC. The federal and state tax consequences of the reorganization have been opined upon by Muldoon Murphy & Aguggia LLP. Muldoon Murphy & Aguggia LLP has consented to the references to its opinions in this prospectus. Certain legal matters will be passed upon for Sandler O’Neill by Luse Gorman Pomerenk & Schick, PC, Washington, DC.

Experts

The consolidated financial statements of Fox Chase Bank as of December 31, 2005 and for the year then ended appearing in this prospectus and in the registration statement have been audited by KPMG LLP, an independent registered public accounting firm, as set forth in its report appearing elsewhere in this prospectus and elsewhere in the registration statement and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Fox Chase Bank at December 31, 2004 and for each of the years in the two-year period then ended appearing in this prospectus and in the registration statement have been audited by Beard Miller Company LLP, an independent registered public accounting firm, as set forth in its report appearing elsewhere in this prospectus and elsewhere in the registration statement and are included in reliance upon such report given upon the authority of such firm as experts in accounting and auditing.

FinPro has consented to the summary in this prospectus of its report to Fox Chase Bank setting forth its opinion as to the estimated pro forma market value of Fox Chase Bancorp and Fox Chase Bank, as converted, and to the use of its name and statements with respect to it appearing in this prospectus.

Change in Accountants

Prior to December 6, 2005, the financial statements of Fox Chase Bank were audited by Beard Miller Company LLP. On that date, Fox Chase Bank dismissed Beard Miller Company LLP and engaged KPMG LLP to audit the consolidated financial statements of Fox Chase Bank as of December 31, 2005, and for the year then ended, included in this prospectus and in the registration statement. The engagement of KPMG LLP was approved by the Audit Committee of the Board of Directors. Before its engagement, Fox Chase Bank did not consult KPMG LLP regarding either: (1) the application of accounting principles to a specified transaction or the type of audit opinion

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that might be rendered on Fox Chase Bank’s financial statements; or (2) on any matter that was the subject of a disagreement with its former accountants or on any matter that was a reportable event.

Beard Miller Company LLP’s report on the consolidated financial statements of Fox Chase Bank as of December 31, 2004 and for the two years then ended did not contain an adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. However, Beard Miller Company LLP’s report did contain an explanatory paragraph about the existence of the Order to Cease and Desist, dated June 6, 2005, which was issued by the Office of Thrift Supervision.

There has not been any disagreement between Beard Miller Company LLP and Fox Chase Bank with respect to the consolidated financial statements for 2004 or during the subsequent period through the date of the dismissal of Beard Miller Company LLP, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of Beard Miller Company LLP, would have caused it to make a reference to the subject matter of the disagreement in connection with its reports. Beard Miller Company LLP has furnished a letter addressed to the Securities and Exchange Commission and filed as an exhibit to the registration statement stating its agreement with the statements made herein.

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Where You Can Find More Information

Fox Chase Bancorp has filed with the Securities and Exchange Commission a registration statement under the Securities Act of 1933, as amended, that registers the common stock offered in the reorganization, including the shares to be contributed to Fox Chase Bank Charitable Foundation. The registration statement, including the exhibits, contains additional relevant information about us and our common stock. The rules and regulations of the Securities and Exchange Commission allow us to omit certain information included in the registration statement from this prospectus. You may read and copy the registration statement at the Securities and Exchange Commission public reference room at 100 F Street, NE, Room 1580, Washington, DC 20549. Please call the Securities and Exchange Commission at 1-800-SEC-0330 for further information on the Securities and Exchange Commission’s public reference rooms. The registration statement also is available to the public from commercial document retrieval services and at the Internet World Wide Website maintained by the Securities and Exchange Commission at “http://www.sec.gov.”

Fox Chase Bank has filed applications for approval of the mutual holding company reorganization and the stock issuance with the Office of Thrift Supervision, which includes proxy materials for Fox Chase Bank’s special meeting of members and certain other information. This prospectus omits certain information contained in the applications. The applications may be inspected, without charge, at the offices of the Office of Thrift Supervision, 1700 G Street, NW, Washington, DC 20552 and at the offices of the Regional Director of the Office of Thrift Supervision at the Northeast Regional Office of the Office of Thrift Supervision, Harborside Financial Center, Plaza 5, Suite 1600, Jersey City, New Jersey 07302.

A copy of the plan of reorganization and stock issuance and Fox Chase Bancorp’s charter and bylaws are available without charge from Fox Chase Bank.

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Index to Consolidated Financial Statements of Fox Chase Bank

	Page
Report of Independent Registered Public Accounting Firm	F-1
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Statements of Condition as of March 31, 2006 (unaudited) and December 31, 2005 and 2004	F-3
Consolidated Statements of Operations for the Three Months Ended March 31, 2006 and 2005 (unaudited) and for the Years Ended December 31, 2005, 2004 and 2003	F-4
Consolidated Statements of Changes in Equity for the Three Months Ended March 31, 2006 and 2005 (unaudited) and for the Years Ended December 31, 2005, 2004 and 2003	F-5
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2006 and 2005 (unaudited) and for the Years Ended December 31, 2005, 2004 and 2003	F-6
Notes to Consolidated Financial Statements	F-7

* * *

All schedules are omitted as the required information either is not applicable or is included in the financial statements or related notes.

Separate financial statements for Fox Chase Bancorp have not been included in this prospectus because Fox Chase Bancorp, which has engaged only in organizational activities to date, has no significant assets, contingent or other liabilities, revenues or expenses.

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[LETTERHEAD OF KPMG LLP]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Fox Chase Bank:

We have audited the accompanying consolidated statement of condition of Fox Chase Bank and subsidiary (the “Bank”) as of December 31, 2005, and the related consolidated statements of operations, changes in equity, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Bank’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Fox Chase Bank and subsidiary as of December 31, 2005, and the results of their operations and their cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.

/s/    KPMG LLP

Philadelphia, Pennsylvania

April 28, 2006, except as to Note 17, which is June 28, 2006

F-1

[LETTERHEAD OF BEARD MILLER COMPANY LLP]

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Fox Chase Bank

Hatboro, Pennsylvania

We have audited the accompanying consolidated statement of condition of Fox Chase Bank and its wholly-owned subsidiary as of December 31, 2004, and the related consolidated statements of operations, changes in equity, and cash flows for each of the two years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 11, Fox Chase Bank signed an Order to Cease and Desist Directing Affirmative Corrective Action with the Office of Thrift Supervision dated June 6, 2005.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Fox Chase Bank and its wholly-owned subsidiary as of December 31, 2004, and the results of their operations and their cash flows for each of the two years then ended, in conformity with U.S. generally accepted accounting principles.

/s/    Beard Miller Company LLP

Harrisburg, Pennsylvania

August 25, 2005

F-2

FOX CHASE BANK

CONSOLIDATED STATEMENTS OF CONDITION

(in Thousands)

	March 31, 2006			December 31,
				2005			2004
	(Unaudited)
Assets
Cash and due from banks	$	6,085		$	3,761		$	7,586
Interest-earning demand deposits in other banks		21,169			42,325			36,136
Total cash and cash equivalents		27,254			46,086			43,722
Interest-earning time deposits in other banks		600			600			3,174
Investment securities available-for-sale		130,585			141,783			145,021
Mortgage related securities available-for-sale		198,475			187,721			185,178
Loans held for sale		2,704			357			—
Loans, net of allowance for loan losses 2006 and 2005—$8,349; 2004—$14,391		355,729			366,393			482,606
Federal Home Loan Bank stock, at cost		3,966			4,146			5,501
Assets acquired through foreclosure		—			107			—
Bank-owned life insurance		11,001			10,897			10,472
Premises and equipment		14,641			14,153			14,603
Accrued interest and dividends receivable		3,281			3,301			3,269
Mortgage servicing rights		1,169			1,168			637
Deferred tax asset, net		2,955			2,811			3,970
Other assets		1,690			1,768			1,652
Total assets	$	754,050		$	781,291		$	899,805
Liabilities and Equity
Liabilities
Deposits	$	655,892		$	682,307		$	805,250
Federal Home Loan Bank advances		30,000			30,000			30,000
Advances from borrowers for taxes and insurance		2,032			2,503			3,096
Accrued interest payable		273			268			308
Accrued expenses and other liabilities		2,582			2,692			1,961
Total liabilities		690,779			717,770			840,615
Commitments and contingencies (see Note 10)
Equity
Retained earnings		66,179			65,911			59,951
Accumulated other comprehensive loss, net		(2,908	)		(2,390	)		(761	)
Total equity		63,271			63,521			59,190
Total liabilities and equity	$	754,050		$	781,291		$	899,805

The accompanying notes are an integral part of these consolidated financial statements.

F-3

FOX CHASE BANK

CONSOLIDATED STATEMENTS OF OPERATIONS

(in Thousands)

	Three Months Ended March 31,					Years Ended December 31,
	2006			2005		2005			2004			2003
	(Unaudited)
Interest Income
Interest and fees on loans	$	5,425		$	7,328	$	25,722		$	27,386		$	26,621
Interest on mortgage related securities		1,886			1,434		5,641			5,178			4,409
Interest on investment securities available-for-sale:
Taxable		910			823		3,061			3,093			2,873
Non-taxable		206			189		754			704			561
Dividend income		193			233		874			694			546
Other interest income		263			182		1,549			511			523
Total Interest Income		8,883			10,189		37,601			37,566			35,533
Interest Expense
Deposits		4,485			4,852		19,212			18,204			19,152
Advances from the Federal Home Loan Bank		366			366		1,485			1,489			1,510
Total Interest Expense		4,851			5,218		20,697			19,693			20,662
Net Interest Income		4,032			4,971		16,904			17,873			14,871
Provision (credit) for loan losses		—			—		(6,025	)		12,282			30
Net Interest Income after Provision (Credit) for Loan Losses		4,032			4,971		22,929			5,591			14,841
Noninterest Income
Service charges and other fee income		194			186		775			937			902
Net, gain (loss) on sale of:
Loans		(12	)		6		567			279			1,945
Assets acquired through foreclosure		85			—		6			24			—
Fixed assets		—			—		(161	)		(4	)		(20	)
Mortgage related securities		—			—		108			28			—
Securities (losses) gains and impairment (losses), net		(17	)		59		(917	)		141			440
Income on bank-owned life insurance		104			104		448			447			25
Other		74			89		388			427			113
Total Noninterest Income		428			444		1,214			2,279			3,405
Noninterest Expenses
Salaries, benefits and other compensation		2,095			2,120		7,442			5,875			5,205
Occupancy expense		349			476		1,740			1,499			1,447
Furniture and equipment expense		184			173		814			687			750
Data processing costs		329			319		1,452			1,242			1,038
Professional fees		480			146		1,127			419			481
Marketing expense		82			101		373			407			322
FDIC premiums		341			28		765			115			114
Other		326			425		1,495			1,109			1,601
Total Noninterest Expenses		4,186			3,788		15,208			11,353			10,958
Income (Loss) before Income Taxes		274			1,627		8,935			(3,483	)		7,288
Income Tax Provision (Benefit)		6			460		2,975			(1,595	)		2,497
Net Income (Loss)	$	268		$	1,167	$	5,960		$	(1,888	)	$	4,791

The accompanying notes are an integral part of these consolidated financial statements.

F-4

FOX CHASE BANK

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

For The Years Ended December 31, 2005, 2004 And 2003

And The Three Months Ended March 31, 2006

	Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total
				(In Thousands)
Balance—December 31, 2002	$	57,048		$	1,713		$	58,761
Net income		4,791			—			4,791
Net change in unrealized gains on securities available-for-sale, net of taxes		—			(1,221	)		(1,221	)
Balance—December 31, 2003	$	61,839		$	492		$	62,331
Net loss		(1,888	)		—			(1,888	)
Net change in unrealized losses on securities available-for-sale, net of taxes		—			(1,253	)		(1,253	)
Balance—December 31, 2004	$	59,951		$	(761	)	$	59,190
Net income		5,960			—			5,960
Net change in unrealized losses on securities available-for-sale, net of taxes		—			(1,629	)		(1,629	)
Balance—December 31, 2005	$	65,911		$	(2,390	)	$	63,521
Net income (unaudited)		268			—			268
Net change in unrealized losses on securities available-for-sale, net of taxes (unaudited)		—			(518	)		(518	)
Balance—March 31, 2006 (unaudited)	$	66,179		$	(2,908	)	$	63,271

The accompanying notes are an integral part of these consolidated financial statements.

F-5

FOX CHASE BANK

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in Thousands)

	Three Months Ended March 31,						Years Ended December 31,
	2006			2005			2005			2004			2003
	(Unaudited)
Cash Flows From Operating Activities
Net income (loss)	$	268		$	1,167		$	5,960		$	(1,888	)	$	4,791
Adjustments to reconcile net income (loss) to net cash (used) provided by operating activities:
Provision (credit) for loan losses		—			—			(6,025	)		12,282			30
Provision for depreciation		233			272			1,193			1,046			1,060
Net amortization of securities premiums and discounts		579			453			1,895			2,032			5,642
Provision for deferred income taxes		139			1,722			2,025			(4,020	)		1,184
Origination of loans held for sale		(5,706	)		—			(357	)		—			—
Proceeds from sale of loans held for sale		3,340			—			—			—			—
Net realized losses (gains) on sales of assets acquired through foreclosure and fixed assets		(85	)		—			155			(20	)		20
Net realized (gain) loss on sales of mortgage related securities		—			—			(108	)		38			—
Net (gain) loss on sale and impairment of securities		17			(59	)		917			(207	)		(440	)
Net (gain) on sales of loans and loans held for sale		12			(6	)		(597	)		(279	)		(1,945	)
Earnings on investment in bank-owned life insurance		(104	)		(104	)		(448	)		(447	)		(25	)
(Increase) decrease in mortgage servicing rights		(1	)		11			(531	)		(418	)		(219	)
(Increase) decrease in accrued interest and dividends receivable and other assets		14			(919	)		(991	)		1,828			(2,141	)
Increase (decrease) in accrued interest payable, accrued expenses and other liabilities		192			(648	)		3,555			1,328			(301	)
Net Cash (Used) Provided by Operating Activities		(1,102	)		1,889			6,673			11, 275			7,656
Cash Flows From Investing Activities
Net maturities (purchases) of interest earning time deposits in other banks		—			1,549			2,574			1,218			(1,592	)
Available for sale securities:
Purchases		(26,785	)		(167	)		(17,231	)		(67,946	)		(155,809	)
Proceeds from sales		17,207			2,059			17,409			14,778			12,560
Proceeds from maturities, calls and principal repayments		20,990			—			1,063			64,819			87,034
Mortgage related securities—AFS:
Purchases		(27,417	)		(25,878	)		(92,637	)		(89,784	)		(129,257	)
Proceeds from sale		—			9,808			9,976			2,658			—
Proceeds from maturities, calls and principal repayments		15,038			13,552			74,918			76,715			153,149
Net (increase) decrease in loans		10,664			1,446			38,920			(125,842	)		(47,560	)
Proceeds from sales of loans		2,968			554			83,784			45,671			45,153
Net (increase) decrease in Federal Home Loan Bank stock		180			1,089			1,355			(559	)		(1,197	)
Purchases of premises and equipment		(721	)		(419	)		(904	)		(2,605	)		(2,481	)
Purchase of bank-owned life insurance		—			—			—			—			(10,000	)
Proceeds from sales of assets acquired through foreclosure		—			—			—			107			—
Net Cash Provided (Used) by Investing Activities		9,156			3,563			119,227			(80,770	)		(50,000	)
Cash Flows From Financing Activities
Net increase (decrease) in deposits		(26,415	)		(18,640	)		(122,943	)		81,412			28,828
Decrease in advances from borrowers for taxes and insurance		(471	)		(637	)		(593	)		(217	)		(591	)
Net Cash (Used) Provided by Financing Activities		(26,886	)		(19,277	)		(123,536	)		81,195			28,237
Net Increase (Decrease) in Cash and Cash Equivalents		(18,832	)		(13,825	)		2,364			11,700			(14,107	)
Cash And Cash Equivalents – Beginning		46,086			43,722			43,722			32,022			46,129
Cash And Cash Equivalents – Ending	$	27,254		$	29,897		$	46,086		$	43,722		$	32,022
Supplementary Cash Flows Information
Interest paid	$	4,846		$	4,648		$	20,737		$	19,617		$	20,688
Income taxes paid		170			—		$	1,441		$	1,242		$	2,066
Transfers of loans to assets acquired through foreclosure		—			—		$	107			—		$	83
Net change in other comprehensive income		(518	)		(1,352	)	$	(1,629	)	$	(1,253	)	$	(1,221	)

The accompanying notes are an integral part of these consolidated financial statements.

F-6

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

Fox Chase Bank (the “Bank”) operates as a mutual federal savings bank organized under the laws of the United States. The Bank provides a wide variety of financial products and services to individuals and corporate customers through its eight branches in Philadelphia, Richboro, Willow Grove, Warminster, Lahaska and Hatboro, Pennsylvania, and Ocean City and Egg Harbor Township (English Creek), New Jersey. The Bank competes with other financial institutions and other companies that provide financial services.

The Bank is subject to regulations of certain federal banking agencies. These regulations can and do change significantly from period to period. The Bank also undergoes periodic examinations by the regulatory agencies which may subject it to further changes with respect to asset valuations, amounts of required loss allowances and operating restrictions resulting from the regulators judgments based on information available to them at the time of their examination.

Principles of Consolidation and Presentation

The consolidated financial statements include the accounts of Fox Chase Bank and its wholly owned subsidiary, Fox Chase Financial, Inc. Fox Chase Financial is a Delaware chartered investment holding company and its sole purpose is to manage and hold investment securities. All material inter-company transactions and balances have been eliminated in consolidation. Prior period amounts are reclassified, when necessary, to conform with the current year’s presentation.

The Bank follows accounting principles and reporting practices which are in compliance with US generally accepted accounting principles (“GAAP”). The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation and realizability of deferred tax assets, the evaluation of mortgage servicing rights and the evaluation of other than temporary impairment of investments.

The consolidated financial statements and related notes as of March 31, 2006 and for the three months ended March 31, 2006 and 2005 are unaudited, but in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, which are necessary for a fair presentation of financial position, results of operations and cash flows. The results for the three months ended March 31, 2006 are not necessarily indicative of the results that may be expected for the year ended December 31, 2006.

Risk and Uncertainties

In the normal course of its business, the Bank encounters two significant types of risk: economic and regulatory. There are three main components of economic risk: interest rate risk, credit risk and market risk. The Bank is subject to interest rate risk to the degree that its interest-bearing liabilities mature or reprice at different speeds, or on different bases from its interest-earning assets. The Bank’s primary credit risk is the risk of defaults in the Bank’s loan portfolio that result from

F-7

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

borrowers inability or unwillingness to make contractually required payments. The Bank’s lending activities are concentrated in Southeastern Pennsylvania and Southern New Jersey. The ability of the Bank’s borrowers to repay amounts owed is dependent on several factors, including the economic conditions in the borrowers’ geographic regions and the borrowers’ financial conditions. Market risk reflects changes in the value of the collateral underlying loans, the valuation of real estate held by the Bank, and the valuation of loans held for sale, securities, mortgage servicing assets and other investments.

Cash and Cash Equivalents

For purposes of reporting cash flows, cash and cash equivalents include cash and due from banks and interest-earning demand deposits in other banks.

Interest-Earning Time Deposits in Other Banks

The Bank maintains interest earning time deposits at various financial institutions generally having maturities greater than 90 days. At times, such balances exceed the FDIC limits. Management periodically assesses the financial condition of these institutions and believes the potential credit risk is minimal.

Investment Securities

The Bank accounts for its investment securities in accordance with SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities. This standard requires, among other things, that debt and equity securities are classified into three categories and accounted for as follows:

• Debt securities with the positive intention to hold to maturity are classified as “held-to-maturity” and reported at amortized cost.

• Debt and equity securities purchased with the intention of selling them in the near future are classified as “trading securities” and are reported at fair value, with unrealized gains and losses included in earnings.

• Debt and equity securities not classified in either of the above categories are classified as “available-for-sale securities” and reported at fair value, with unrealized gains and losses excluded from earnings and reported, net of tax, as increases or decreases in other comprehensive income, a separate component of equity. Securities classified as available-for-sale are those securities that the Bank intends to hold for an indefinite period of time but not necessarily to maturity. Any decision to sell a security classified as available-for-sale would be based on various factors, including significant movement in interest rates, changes in maturity mix of the Bank’s assets and liabilities, liquidity needs, regulatory capital considerations and other similar factors.

Management determines the appropriate classification of debt securities at the time of purchase and re-evaluates such designation as of each balance sheet date.

F-8

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Declines in the fair value of available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Bank to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.

Because of the volatility of the financial markets in which securities are traded, there is the risk that any future fair value could be significantly less than that recorded or disclosed in the accompanying financial statements. Federal law requires a member institution of the Federal Home Loan Bank System to hold stock of its district Federal Home Loan Bank according to a predetermined formula. This stock is carried at cost.

Loan Held for Sale

The Bank originates mortgage loans held for investment and held for sale. At origination, the mortgage loan is identified as either held for sale or for investment. Mortgage loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or estimated fair value. Net unrealized losses are recognized by charges to operations. Cash receipts and cash payments resulting from acquisitions and sales of loans are classified as operating cash flows if those loans are acquired specifically for resale and are carried at market value or at the lower of cost or market value. Cash receipts resulting from sales of loans that were not specifically acquired for resale are classified as investing cash inflows regardless of a change in the purpose for holding those loans.

Mortgage Servicing Rights

Upon the sale of a residential mortgage loan where the Bank retains servicing rights, a mortgage servicing right is recorded which is included in other assets on the consolidated statement of financial condition. Residential mortgages are the only type of loans currently sold by the Bank. Existing GAAP applicable to the periods presented herein requires that mortgage servicing rights on these loans be amortized into income over the estimated life of the loans sold using the interest method. Such assets are subject to a disaggregated impairment test at the end of each reporting period, based on the predominant risk characteristics of the underlying loans.

Loans, Loan Origination Fees and Uncollected Interest

Loans are recorded at cost, net of unearned discounts, deferred fees and allowances. Discounts or premiums on purchased loans are amortized using the interest method over the remaining contractual life of the portfolio, adjusted for actual prepayments. Loan origination fees and certain direct origination costs are deferred and amortized using the interest method over the contractual life as an adjustment to yield on the loans. Interest income is accrued on the unpaid principal balance. From time-to-time, the Bank sells certain loans for liquidity purposes or to manage interest rate risk.

The accrual of interest is generally discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectibility of principal or interest, even though the loan is currently performing. A loan may remain on accrual

F-9

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on nonaccrual status, unpaid interest income is reversed. Interest received on nonaccrual loans generally is either applied against principal or reported as interest income, according to management’s judgment as to the ultimate collectibility of principal. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time and the ultimate collectibility of the total contractual principal and interest is no longer in doubt.

Allowance for Loan Losses

The allowance for loan losses is established through provisions for loan losses charged against income. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is maintained at a level representing management’s best estimate of known and inherent losses in the portfolio, based upon management’s evaluation of the portfolio’s collectibility. Management’s evaluation is based upon an analysis of the loan portfolio, past loss experience, current economic conditions and other relevant factors. While management uses the best information available to make its evaluations, such evaluations are highly subjective, and future adjustments to the allowance may be necessary if conditions differ substantially from the assumptions used in making the evaluations. In addition, various regulatory agencies periodically review the Bank’s allowance for loan losses. Such agencies may require the Bank to recognize additions to the allowance, based on their judgments at the time of their examination.

Loans are deemed impaired when, based on current information and events, it is probable that the Bank will be unable to collect all proceeds due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. For purposes of applying measurement criteria for impaired loans, the Bank excludes large groups of smaller homogenous loans, primarily consisting of residential real estate and consumer loans, as well as commercial loans with balances of less than $100,000.

Impairment is measured on a loan by loan basis for commercial loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent.

Assets Acquired Through Foreclosure

Real estate and other repossessed collateral acquired through a foreclosure or by a deed-in-lieu of foreclosure are classified as assets acquired through foreclosure. Assets acquired through foreclosure are carried at the lower of cost or fair value, net of estimated selling costs. Costs related to the development or improvement of a foreclosed property are capitalized; holding costs are charged to expense as incurred.

F-10

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Bank-Owned Life Insurance

The Bank has invested in bank owned life insurance (“BOLI”). BOLI involves the purchasing of life insurance by the Bank on a chosen group of employees and directors. The Bank is the owner and beneficiary of the policies. This life insurance investment is carried at the cash surrender value of the underlying policies. Income from the increase in cash surrender value of the policies is included in other income in the consolidated statements of operations.

Premises and Equipment

Premises and equipment are carried at cost less accumulated depreciation. Depreciation is computed on the straight-line method over the assets’ estimated useful lives (generally 10-39 years for buildings and 3-7 years for furniture and equipment). When assets are retired, or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts. The cost of maintenance and repairs is charged to expense when incurred and renewals and betterments are capitalized. Leasehold improvements are depreciated using the straight-line method over the shorter of the useful life of the improvement or the remaining life of the lease.

Transfers of Financial Assets

Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Bank, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets and (3) the Bank does not maintain effective control over the transferred assets through an agreement to repurchase them before maturity.

Income Taxes

The Bank accounts for income taxes under the asset/liability method. Deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The Bank and its subsidiary file a consolidated federal income tax return and individual state and local income tax returns.

Off-Balance Sheet Financial Instruments

In the ordinary course of business, the Bank has entered into off-balance sheet financial instruments consisting of commitments to extend credit. Such financial instruments are recorded in the balance sheet when they are funded. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

F-11

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 2—INVESTMENT AND MORTGAGE RELATED SECURITIES

The amortized cost and fair value of securities available-for-sale as of March 31, 2006 and December 31, 2005 and 2004 are summarized as follows:

	March 31, 2006 (Unaudited)
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In Thousands)
Obligations of U.S. government agencies	$	101,305	$	—	$	(1,333	)	$	99,972
State and political subdivisions		23,083		85		(298	)		22,870
Corporate debt securities		7,890		—		(147	)		7,743
Mutual funds		—		—		—			—
		132,278		85		(1,778	)		130,585
Mortgage related securities		201,232		265		(3,022	)		198,475
Total securities	$	333,510	$	350	$	(4,800	)	$	329,060

	December 31, 2005
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In Thousands)
Obligations of U.S. government agencies	$	99,602	$	30	$	(1,324	)	$	98,308
State and political subdivisions		18,863		116		(171	)		18,808
Corporate debt securities		7,926		—		(323	)		7,603
Mutual funds		17,064		—		—			17,064
		143,455		146		(1,818	)		141,783
Mortgage related securities		189,698		311		(2,288	)		187,721
Total securities	$	333,153	$	457	$	(4,106	)	$	329,504

F-12

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	December 31, 2004
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In Thousands)
Obligations of U.S. government agencies	$	90,318	$	5	$	(1,071	)	$	89,252
State and political subdivisions		18,493		144		(66	)		18,571
Corporate debt securities		15,398		202		(41	)		15,559
Mutual funds		21,879		—		(240	)		21,639
		146,088		351		(1,418	)		145,021
Mortgage related securities		185,263		879		(964	)		185,178
Total securities	$	331,351	$	1,230	$	(2,382	)	$	330,199

The following tables shows gross unrealized losses and fair value of securities, aggregated by security category and length of time that individual securities have been in a continuous unrealized loss position, at March 31, 2006 and December 31, 2005 and 2004:

	March 31, 2006 (Unaudited)
	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(In Thousands)
Obligations of U.S. government agencies	$	39,030	$	(210	)	$	60,943	$	(1,123	)	$	99,973	$	(1,333	)
State and political subdivisions		10,856		(190	)		3,236		(108	)		14,092		(298	)
Corporate debt securities		—		—			7,743		(147	)		7,743		(147	)
Mutual funds		—		—			—		—			—		—
Mortgage related securities		90,924		(1,009	)		76,086		(2,013	)		167,010		(3,022	)
Total securities	$	140,810	$	(1,409	)	$	148,008	$	(3,391	)	$	288,818	$	(4,800	)

F-13

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

	December 31, 2005
	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(In Thousands)
Obligations of U.S. government agencies	$	21,712	$	(289	)	$	65,330	$	(1,035	)	$	87,042	$	(1,324	)
State and political subdivisions		7,619		(78	)		2,993		(93	)		10,612		(171	)
Corporate debt securities		1,943		(91	)		5,660		(232	)		7,603		(323	)
Mutual funds		—		—			—		—			—		—
Mortgage related securities		87,071		(858	)		56,462		(1,430	)		143,533		(2,288	)
Total securities	$	118,345	$	(1,316	)	$	130,445	$	(2,790	)	$	248,790	$	(4,106	)

	December 31, 2004
	Less than 12 Months					12 Months or More					Total
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
	(In Thousands)
Obligations of U.S. government agencies	$	67,360	$	(958	)	$	4,888	$	(113	)	$	72,248	$	(1,071	)
State and political subdivisions		6,953		(66	)		—		—			6,953		(66	)
Corporate debt securities		7,243		(41	)		—		—			7,243		(41	)
Mutual funds		—		—			21,639		(240	)		21,639		(240	)
Mortgage related securities		67,488		(589	)		37,551		(375	)		105,039		(964	)
Total securities	$	149,044	$	(1,654	)	$	64,078	$	(728	)	$	213,122	$	(2,382	)

Management does not believe that any individual unrealized loss, other than the Bank’s loss on mutual funds as described below, represents an other-than-temporary impairment at March 31, 2006 (unaudited) and December 31, 2005 and 2004. As of December 31, 2005 the Bank recorded a loss of $394,000 relating to a mutual fund that the Bank determined was other than temporarily impaired. That mutual fund was subsequently sold in March of 2006 and the Bank recognized a $17,500 (unaudited) additional loss. The temporary impairment on all other investments is directly related to changes in market interest rates. In general, as interest rates rise, the fair value of fixed-rate securities will decrease and, as interest rates fall, the fair value of fixed-rate securities will increase. Of the 176 (unaudited) securities with a temporary impairment at March 31, 2006, 172 (unaudited) have a credit rating of AAA and the remaining 4 (unaudited) are corporate bonds that all have a final maturity of less than 12-months. The severity of the impairment as a percent of total investment position is nominal and the duration of the impairment to date is short. The impairments are deemed temporary based on the direct relationship of the decline in fair value to movements in interest rates, as well as the relatively short duration of the investments and their high credit quality. Securities that have been impaired greater than twelve months include primarily mortgage-related securities. The decline in the market value of these securities was deemed temporary due to positive factors supporting the recoverability of these investments. Positive factors considered include timely principal payments and the financial health of the issuer.

F-14

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Additionally, the Bank had one private issue mortgage related security as of March 31, 2006. This security has a credit rating of AAA and its balance is $2.2 million and $2.4 million at March 31, 2006 and December 31, 2005, respectively.

The amortized cost and estimated fair value of securities available-for-sale at March 31, 2006 and December 31, 2005 by contractual maturity are as follows:

	March 31, 2006 (Unaudited)				December 31, 2005
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(In Thousands)				(In Thousands)
Due in one year or less	$	54,890	$	54,420	$	53,141	$	52,527
Due after one year through five years		44,305		43,739		44,386		43,746
Due after five years through ten years		17,997		17,436		17,392		16,953
Due after ten years		15,086		14,990		11,472		11,493
		132,278		130,585		126,391		124,719
Mortgage related securities		201,232		198,475		189,698		187,721
Mutual funds		—		—		17,064		17,064
	$	333,510	$	329,060	$	333,153	$	329,504

Gross gains of $0 (unaudited) and $226,000 and gross losses of $0 (unaudited) and $641,000 were realized on sales of securities during the three-months ended March 31, 2006 and the year ended December 31, 2005, respectively. Gross gains of $179,000 and gross losses of $10,000 were realized on sales of securities in the year ended December 31, 2004. Gross gains of $442,000 and gross losses of $2,000 were realized on sales of securities in the year ended December 31, 2003.

Securities with a carrying value of $4,778,000 (unaudited), $4,819,000 and $4,919,000 at March 31, 2006, December 31, 2005 and 2004, respectively, were pledged to secure public deposits and for other purposes as required or permitted by law.

F-15

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 3—LOANS

The composition of net loans at March 31, 2006 and December 31, 2005 and 2004 (in thousands).

	March 31, 2006			December 31,
				2005			2004
	(Unaudited)
Real estate loans:
One-to-four family	$	225,164		$	228,476		$	250,015
Multi-family and commercial		34,681			32,923			85,585
Construction		22,466			31,015			92,210
		282,311			292,414			427,810
Consumer loans:
Home equity		67,357			65,003			49,154
Automobile		1,157			1,280			1,872
Lines of credit		13,465			16,269			18,249
Other		172			188			1,305
		82,151			82,740			70,580
Commercial loans		175			175			175
Total Loans		364,637			375,329			498,565
Unearned loan origination fees, net		(559	)		(587	)		(1,568	)
Allowance for loan losses		(8,349	)		(8,349	)		(14,391	)
Net Loans	$	355,729		$	366,393		$	482,606

The Bank had approximately $45.1 million (unaudited) and $52.7 million of commercial mortgage and construction loans concentrated in the Southern New Jersey shore area at March 31, 2006 and December 31, 2005. Other than the construction loans in Southern New Jersey, a majority of the Bank’s loans are in the geographic areas near the Bank’s branches in Southeastern Pennsylvania and New Jersey.

F-16

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Bank reclassified $3,000 and $6,000 of deposit accounts that were overdrawn to other consumer loans as of March 31, 2006 and December 31, 2005, respectively.

The following table presents changes in the allowance for loan losses (in thousands):

	Three Months Ended March 31,				Years Ended December 31,
	2006		2005		2005			2004		2003
	(Unaudited)
Balance, beginning	$	8,349	$	14,391	$	14,391		$	2,109	$	2,082
Provision (credit) for loan losses		—		—		(6,025	)		12,282		30
Loans charged off		—		—		(17	)		—		(3	)
Recoveries		—		—		—			—		—
Balance, ending	$	8,349	$	14,391	$	8,349		$	14,391	$	2,109

The recorded investment in impaired loans, not requiring an allowance for loan losses was $0 (unaudited) at March 31, 2006, December 31, 2005 and 2004. The recorded investment in impaired loans requiring an allowance for loan losses was $24,475,000 (unaudited) at March 31, 2006, $34,748,000 at December 31, 2005 and $38,263,000 at December 31, 2004. The related allowance for loan losses associated with these loans was $6,322,000 (unaudited) at March 31, 2006, $6,640,000 at December 31, 2005 and $9,899,000 at December 31, 2004. For the three months ended March 31, 2006 and the years ended December 31, 2005, 2004 and 2003, the average recorded investment in these impaired loans was $31,896,000 (unaudited), $48,623,000, $21,482,000, and $0 respectively. The interest income recognized, representing cash collected, on these impaired loans was $498,000 (unaudited) for the three months ended March 31, 2006 and $3,407,000, $1,102,000 and $0 for the years ended December 31, 2005, 2004 and 2003, respectively. Loans on which the accrual of interest has been discontinued amounted to $3,520,000 (unaudited) at March 31, 2006 and December 31, 2005 and $1,442,000 at December 31, 2004. There were no loans that were past due 90 days or more and still accruing interest at March 31, 2006 (unaudited), December 31, 2005 and 2004. There were no loans classified as troubled debt restructurings as of March 31, 2006 (unaudited), December 31, 2005 and 2004.

F-17

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 4—MORTGAGE SERVICING ACTIVITY

Loans serviced for others are not included in the accompanying consolidated statements of condition. The unpaid principal balances of these loans were $137,016,000 (unaudited) and $65,675,000 (unaudited) at March 31, 2006 and 2005, respectively, $136,584,000 at December 31, 2005, $67,568,000 at December 31, 2004 and $30,852,000 at December 31, 2003.

The following summarizes mortgage servicing rights for the three months ended March 31, 2006 and 2005 and the years ended December 31, 2005, 2004 and 2003 (in thousands):

	Three Months Ended March 31,						Years Ended December 31,
	2006			2005			2005			2004			2003
	(Unaudited)
Balance, beginning	$	1,168		$	637		$	637		$	219		$	—
Mortgage servicing rights capitalized		26			5			643			488			311
Mortgage servicing rights amortized		(25	)		(16	)		(112	)		(70	)		(92	)
Balance, ending	$	1,169		$	626		$	1,168		$	637		$	219

The estimated amortization expense of amortizing mortgage servicing rights for each of the five succeeding fiscal years after December 31, 2005 is as follows (in thousands):

2006	$	(178	)
2007		(160	)
2008		(137	)
2009		(117	)
2010		(100	)
Thereafter		(476	)
Total	$	(1,168	)

For the periods ended March 31, 2006 and December 31, 2005, the fair value of the mortgage servicing rights (MSRs) is $1,307,000 and $1,291,000, respectively. The fair value of the MSRs for these periods was determined using a third-party valuation model that calculates the present value of estimated future servicing income. The model incorporates assumptions that market participants use in estimating future net servicing income, including estimates of prepayment speeds and discount rates. Mortgage loan prepayment speed is the annual rate at which borrowers are forecasted to repay their mortgage loan principal and is based on historical experience. The discount rate used to determine the present value of future net servicing income - another key assumption in the model - is the required rate of return the market would expect for an asset with similar risk. Both assumptions can, and generally will, change quarterly valuations as market conditions and interest rates change.

For the periods ending March 31, 2005, December 31, 2004 and 2003, the fair value of the MSRs was $626,000, $637,000 and $219,000, respectively. The values are the same as the recorded net book value. Prior to June 2005, the Bank did not utilize a valuation model, but monitored the value of such rights using market prices for similar assets.

F-18

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 5—PREMISES AND EQUIPMENT

The components of premises and equipment at March 31, 2006 and December 31, 2005 and 2004 are as follows (in thousands):

	March 31,			December 31,
	2006			2005			2004
	(Unaudited)
Land	$	3,373		$	2,960		$	3,122
Buildings		11,889			10,691			9,636
Furniture, fixtures and equipment		4,722			4,240			5,345
Construction in progress		2,473			3,845			4,140
		22,457			21,736			22,243
Less: accumulated depreciation		(7,816	)		(7,583	)		(7,640	)
Net	$	14,641		$	14,153		$	14,603

Construction in progress at March 31, 2006 includes investments in several properties in New Jersey that the Bank intends to develop into future branches.

NOTE 6—DEPOSITS

Deposits and their respective weighted average interest rate at March 31, 2006 and December 31, 2005 and 2004 consist of the following (dollars in thousands):

	March 31,				December 31,
	2006				2005				2004
	Weighted Average Interest Rate		Amount		Weighted Average Interest Rate		Amount		Weighted Average Interest Rate		Amount
	(Unaudited)
Non-interest bearing demand accounts	—	%	$	36,467	—	%	$	37,876	—	%	$	29,119
NOW accounts	1.59			75,925	1.64			87,072	0.37			44,118
Money market accounts	.92			26,998	0.90			27,975	1.60			132,803
Savings and club accounts	0.70			76,300	0.72			80,098	0.74			92,427
Certificates of deposit	3.84			440,202	3.67			449,286	3.26			506,783
	2.88	%	$	655,892	2.75	%	$	682,307	2.42	%	$	805,250

F-19

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The scheduled maturities of certificates of deposit for periods subsequent to March 31, 2006 and December 31, 2005 are as follows (in thousands):

	March 31, 2006		December 31, 2005
	(Unaudited)
2006	$	182,829	$	224,307
2007		105,827		77,593
2008		49,018		45,995
2009		60,500		59,966
2010		19,607		19,564
2011		1,748		1,021
Thereafter		20,673		20,840
	$	440,202	$	449,286

A summary of interest expense on deposits for the three months ended March 31, 2006 and 2005 and the years ended December 31, 2005, 2004 and 2003 is as follows (in thousands):

	Three Months Ended March 31,				Years Ended December 31,
	2006		2005		2005		2004		2003
	(Unaudited)
NOW accounts	$	320	$	564	$	1,826	$	316	$	351
Money market accounts		61		71		265		1,743		491
Savings and club accounts		134		204		748		904		1,171
Certificates of deposit		3,970		4,013		16,373		15,241		17,139
	$	4,485	$	4,852	$	19,212	$	18,204	$	19,152

The aggregate amount of certificates of deposit with a minimum denomination of $100,000 was $71,242,000 (unaudited), $69,349,000 and $73,277,000 at March 31, 2006 and December 31, 2005 and 2004, respectively. Deposits in excess of $100,000 are not insured by the Federal Deposit Insurance Corporation.

F-20

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 7—FEDERAL HOME LOAN BANK ADVANCES

Pursuant to collateral agreements with the FHLB, advances are secured by qualifying first mortgage loans, qualifying fixed-income securities, FHLB stock and an interest-bearing demand deposit account with the FHLB. As of December 31, 2005, the Bank has $34,500,000 in qualifying collateral pledged against its advances.

Maturity Date	Interest Rate	Strike Rate	Amount
			(in thousands)
August 2011	4.89%	7.50%	$20,000
August 2011	4.87%	7.50%	10,000
			$30,000

If the Comparative Rate Index (three-month LIBOR) is greater than or equal to the Strike Rate 15 calendar days prior to the 1^st Possible Conversion Date or any subsequent Possible Conversion Date, the FHLB will notify the Bank 10 calendar days prior to conversion to an adjustable-rate Advance equal to three-month LIBOR (4.53% at December 31, 2005) plus .2175% on a quarterly basis. The Bank has the option to repay these advances at each of the option dates without penalty. Accordingly, the contractual maturities above may differ from actual maturities.

The Bank has a maximum borrowing capacity with the Federal Home Loan Bank of approximately $502.8 million at December 31, 2005.

NOTE 8—EMPLOYEE BENEFITS

Defined Benefit Plan

The Bank has a qualified non-contributory defined benefit retirement plan covering substantially all employees meeting certain eligibility requirements. The assets of the Bank’s defined benefit plan are held by a trustee and invested in mutual funds and cash equivalents. For the years ended December 31, 2005 and 2004 the composition of the funds was 96.1% and 91.1%, respectively in mutual funds and 3.9% and 8.9%, respectively in cash. Certain cash equivalents are held in deposit accounts at the Bank. The investment strategy of the Plan is to maintain an adequate return while meeting the liquidity needs of the frozen Plan. The benefits are based on each employee’s years of service and the average of the highest three or five consecutive annual salaries. An employee becomes fully vested upon completion of five years of qualifying service. It has been the Bank’s policy to fund the maximum amount that can be deducted for federal income tax purposes each year. The Bank amended the plan and froze the benefits for current participants in the plan as of January 1, 2006. As a result of this amendment, the Bank recognized a curtailment loss of $375,000 effective December 31, 2005, which is included in salaries, benefits and other compensation on the Consolidated Statements of Operations. As such, the Bank has limited future obligations to the plan. Accordingly, there are no expenses related to this plan in the Bank’s Consolidated Statement of Operations for the three-month period ended March 31, 2006.

F-21

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following tables provide a roll forward of the changes in benefit obligations and plan assets for the most recent two years:

	2005			2004
	(In Thousands)
Change in benefit obligation:
Net benefit obligation at beginning of year	$	2,187		$	2,106
Service cost		300			295
Interest cost		131			137
Plan amendment		(297	)		—
Actuarial loss (gain)		91			(61	)
Benefits paid		(217	)		(290	)
Net benefit obligation at end of year	$	2,195		$	2,187
	2005			2004
	(In Thousands)
Change in plan assets:
Fair value of plan assets at beginning of year	$	1,764		$	1,610
Actual return on plan assets		110			198
Employer contributions		277			263
Benefits paid		(217	)		(307	)
Fair value of plan assets at end of year	$	1,934		$	1,764

The fair value of plan assets included deposits held at the Bank of $386,000 and $381,000 at December 31, 2005 and 2004, respectively.

The following table provides a reconciliation of benefit obligations, plan assets and funded status of the plans:

	2005			2004
	(In Thousands)
Fair value of plan assets end of year	$	1,934		$	1,764
Net benefit obligation at end of year		2,195			2,187
Funded Status (plan assets less plan obligations)	$	(261	)	$	(423	)
Amounts not recognized:
Unrecognized net actuarial loss		—			589
Unrecognized net transition obligation (asset)		—			(5	)
Prepaid (accrued) benefit cost recognized in the balance sheet	$	(261	)	$	161

F-22

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following is a summary of significant actuarial assumptions (weighted average basis) at December 31, 2005, 2004 and 2003:

	2005		2004		2003
Discount rate	5.5	%	6.0	%	6.5	%
Expected long-term rate of return on plan assets	8.0		8.0		8.0
Rate of compensation increase	5.0		5.0		5.0

The Bank determined the long-term rate of return on plan assets based on historical returns and current market conditions. The discount rate assumptions were based on historical and projected AA bond yields with consideration given to projected plan cash outflows.

The following table sets forth the components of the defined benefit plan costs for the years presented:

	2005			2004			2003
	(In Thousands)
Service cost	$	300		$	295		$	217
Interest cost		131			137			127
Return on plan assets		(110	)		(198	)		(265	)
Amortization of unrecognized net actuarial gain		3			119			223
Curtailment loss		375			—			—
Net periodic benefit costs reported in salaries, benefits and other compensation expense	$	699		$	353		$	302

401(k) Plan

The Bank also has a 401(k) retirement plan covering substantially all employees meeting certain eligibility requirements. Employees may contribute an elective deferral percentage of their salary to the Plan each year, subject to limitations which are set by law. The Bank matches a portion of the employees’ contribution and also may make discretionary contributions, based on the Bank’s performance. The Bank provides a matching contribution equivalent of 33% of the first 6% of the contribution made by an employee. The Bank’s matching contribution rate changed as of January 1, 2006 from 25% to 33%. The Bank’s contributions to the plan on behalf of its employees resulted in an expenditure of $13,000 (unaudited) and $6,000 (unaudited) for the three months ended March 31, 2006 and 2005, respectively, and $27,000, $23,000, and $21,000 for the years ended December 31, 2005, 2004 and 2003, respectively.

F-23

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 9—INCOME TAXES

The components of income tax expense (benefit) for the three months ended March 31, 2006 and 2005 and the years ended December 31, 2005, 2004 and 2003 are as follows (in thousands):

	Three Months Ended March 31,						December 31,
	2006			2005			2005		2004			2003
	(Unaudited)
Federal:
Current	$	(133	)	$	(1,262	)	$	950	$	2,420		$	1,192
Deferred		139			1,722			2,025		(4,020	)		1,184
		6			460			2,975		(1,600	)		2,376
State, current		—			—			—		5			121
	$	6		$	460		$	2,975	$	(1,595	)	$	2,497

The provision (benefit) for income taxes differs from the statutory rate of 34% due to the following (in thousands):

	Three Months Ended March 31,						December 31,
	2006			2005			2005			2004			2003
	(Unaudited)
Federal income tax at statutory rate of 34%	$	93		$	553		$	3,038		$	(1,184	)	$	2,478
Tax exempt interest, net		(60	)		(56	)		(222	)		(206	)		(164	)
Bank-owned life insurance		(35	)		(35	)		(152	)		(152	)		(9	)
Other, net		2			(2	)		(1	)		(53	)		192
Increase in valuation allowance		6			—			312			—			—
Total provision (benefit)	$	6		$	460		$	2,975		$	(1,595	)	$	2,497
Effective tax rate		2.19	%		28.27	%		33.30	%		45.79	%		34.26	%

F-24

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The net deferred tax asset consisted of the following components as of March 31, 2006 and December 31, 2005 and 2004 (in thousands):

	March 31,			December 31,
	2006			2005			2004
	(Unaudited)
Deferred tax assets:
Allowance for loan losses	$	2,839		$	2,839		$	4,893
Loan origination fees		88			87			39
Nonaccrual interest		89			68			32
Unrealized losses on securities available-for-sale		1,542			1,259			392
Unrealized loss from impaired securities		—			134			—
Capital loss carryover		318			178			—
		4,876			4,565			5,356
Valuation allowance		(318	)		(312	)		—
		4,558			4,253			5,356
Deferred tax liabilities:
Prepaid expense deduction		212			98			123
Mortgage servicing rights		397			397			216
Prepaid pension expense		—			—			51
Loan origination costs		148			148			—
Depreciation of premises and equipment		846			799			996
		1,603			1,442			1,386
Net Deferred Tax Asset	$	2,955		$	2,811		$	3,970

Based on the Bank’s history of prior earnings and its expectation of future taxable income, management anticipates that it is more likely than not that the above net deferred tax assets will be realized.

Retained earnings include $5,986,000 at March 31, 2006 (unaudited), December 31, 2005 and 2004, for which no provision for federal income tax has been made. This amount represents deductions for bad debt reserves for tax purposes, which were only allowed to savings institutions that met certain definitional tests prescribed by the Internal Revenue Code of 1986, as amended. The Small Business Job Protection Act of 1996 eliminated the special bad debt deduction granted solely to thrifts. Under the terms of the Act, there would be no recapture of the pre-1988 (base year) reserves. However, these pre-1988 reserves would be subject to recapture under the rules of the Internal Revenue Code if the Bank pays a cash dividend in excess of earnings and profits, or liquidates. The Act also provides for the recapture of deductions arising from “applicable excess reserve” defined as the total amount of reserve over the base year reserve. The Bank’s total reserve exceeds the base year reserve and deferred taxes have been provided for this excess.

F-25

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of March 31, 2006 and December 31, 2005, the Bank has approximately $935,000 (unaudited) and $524,000 of capital loss carryforwards for Federal income tax purposes, respectively, as well as unrealized losses on capital asset securities of $0 (unaudited) and $394,000, resulting in a deferred tax asset of $318,000 (unaudited) and $312,000, respectively. The Bank has established a valuation allowance for these items of $318,000 (unaudited) and $312,000, respectively since it is more likely than not that the tax benefits related to such items will not be realized. Capital losses can be carried back three years and forward five years before they expire. The Bank’s unused capital losses will expire after December 31, 2010, if not utilized.

NOTE 10—COMMITMENTS AND CONTINGENCIES

Lending Operations

The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheets.

The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit is represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

A summary of the Bank’s financial instrument commitments at March 31, 2006 and December 31, 2005 and 2004 is as follows (in thousands):

	March 31,		December 31,
	2006		2005		2004
	(Unaudited)
Commitments to grant loans	$	5,769	$	2,245	$	65,202
Unfunded commitments under lines of credit		24,650		24,826		24,230
	$	30,419	$	27,071	$	89,432

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Bank evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation. Collateral held varies, but includes principally residential or commercial real estate. Fixed rate commitments to grant loans were $5,769,000, $2,245,000 and $5,020,000 as of March 31, 2006, December 31, 2005 and December 31, 2004, respectively. The interest rates on these fixed rate loans ranged from 5.49% to 7.00% as of March 31, 2006; 5.375% to 6.25% as of December 31, 2005 and 4.50% to 6.50% as of December 31, 2004. In addition, at December 31, 2005, the Bank had undisbursed loans in process of $550,000.

F-26

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Legal Proceedings

The Bank is commonly subject to various pending and threatened legal actions which involve claims for monetary relief. Based upon information presently available to the Bank, it is the Bank’s opinion that any legal and financial responsibility arising from such claims will not have a material adverse effect on the Bank’s results of operations.

On April 28, 2006, Gregory S. Cipa, the former President and Chief Executive Officer of Fox Chase Bank, filed a complaint against Fox Chase Bank in the Civil Division of the Court of Common Pleas of Bucks County, Pennsylvania. In the complaint, Mr. Cipa seeks payment of amounts he states he is owed under various compensation arrangements he claims were in place with Fox Chase Bank. Mr. Cipa seeks monetary damages in the amount of which is unspecified but is stated to be in excess of $50,000 to be determined at trial and the payment of attorney’s fees and litigation costs. Fox Chase Bank believes this lawsuit is without merit and intends to vigorously defend his action.

Data Processing

The Bank has entered into contracts with a third-party provider to manage the Bank’s network operations, data processing and other related services. The projected amount of the Bank’s future minimum payments contractually due after December 31, 2005 is as follows (in thousands):

2006	$	1,530
2007		1,487
2008		1,541
2009		1,231
2010		—

NOTE 11—REGULATORY CAPITAL

The Bank is subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth below) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets, and of Tier 1 capital to total assets, as defined. Management believes, as of March 31, 2006, that the Bank meets all capital adequacy requirements to which it is subject.

As of March 31, 2006, the Bank is categorized as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the Bank’s category.

F-27

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Bank’s actual capital amounts and ratios at March 31, 2006, December 31, 2005 and 2004 and the minimum amounts and ratios required for capital adequacy purposes and to be well capitalized under the prompt corrective action provisions are as follows:

	Actual				For Capital Adequacy Purposes					To be Well Capitalized under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio			Amount		Ratio
	(Dollars in Thousands)
March 31, 2006
Total risk-based capital (to risk-weighted assets)	$	70,631	20.06	%	$	³28,172	³	8.0	%	$	³35,216	³	10.0	%
Tier 1 capital (to risk-weighted assets)		66,179	18.79			³14,086	³	4.0			³21,129	³	6.0
Tier 1 capital (to adjusted assets)		66,179	8.72			³30,357	³	4.0			³37,947	³	5.0
December 31, 2005:
Total risk-based capital (to risk-weighted assets)	$	70,595	19.02	%	$	³29,688	³	8.0	%	$	³37,109	³	10.0	%
Tier 1 capital (to risk-weighted assets)		65,911	17.76			³14,844	³	4.0			³22,266	³	6.0
Tier 1 capital (to adjusted assets)		65,911	8.40			³31,382	³	4.0			³39,228	³	5.0
December 31, 2004:
Total risk-based capital (to risk-weighted assets)	$	65,751	14.17	%	$	³37,128	³	8.0	%	$	³46,411	³	10.0	%
Tier 1 capital (to risk-weighted assets)		59,951	12.92			³18,564	³	4.0			³27,846	³	6.0
Tier 1 capital (to adjusted assets)		59,951	6.66			³35,982	³	4.0			³44,978	³	5.0

The following is a reconciliation of the Bank’s total equity as presented in the Consolidated Statements of Condition to the regulatory capital presented in the table above:

	March 31, 2006		December 31,
			2005		2004
Total equity	$	63,271	$	63,521	$	59,190
Unrealized losses on securities available-for-sale		2,908		2,390		761
Tier 1 capital		66,179		65,911		59,951
Allowable allowances for loan and lease losses		4,452		4,684		5,800
Total regulatory capital	$	70,631	$	70,595	$	65,751

F-28

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 12—FAIR VALUE OF FINANCIAL INSTRUMENTS

Management uses its best judgment in estimating the fair value of the Bank’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Bank could have realized in a sales transaction on the dates indicated. The estimated fair value amounts have been measured as of their respective year ends, and have not been reevaluated or updated for purposes of these consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each year-end.

The following information should not be interpreted as an estimate of the fair value of the entire Bank since a fair value calculation is only provided for a limited portion of the Bank’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Bank’s disclosures and those of other companies may not be meaningful. The following methods and assumptions were used to estimate the fair values of the Bank’s financial instruments at December 31, 2005 and 2004:

Cash and Cash Equivalents

The carrying amounts of cash and cash equivalents approximate their fair value.

Interest Earning Time Deposits in Other Banks

The carrying amount of interest bearing time deposits in other banks maturing within ninety days approximates their fair values. Fair values of other interest bearing time deposits are estimated using discounted cash flow analyses based on current rates for similar types of time deposits.

Securities—Available-for-Sale

Fair values for investments securities and mortgage-related securities available-for-sale are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable securities.

Loans Held for Sale

The fair values of mortgage loans originated and intended for sale in the secondary market are based on current quoted market prices.

Loans Receivable

For variable-rate loans that reprice frequently and that entail no significant changes in credit risk, fair values are based on carrying values. The fair value of fixed rate and other loans are estimated using discounted cash flow analyses at interest rates currently offered for loans with similar terms to borrowers of similar credit quality.

Federal Home Loan Bank Stock

The fair value of the Federal Home Loan Bank stock is the carrying amount.

Mortgage Servicing Rights

The fair value of mortgage servicing rights is based on third party estimates of value when available or the present value of expected future cash flows when not available.

F-29

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Accrued Interest and Dividends Receivable and Accrued Interest Payable

The carrying amount of accrued interest and dividends receivable and accrued interest payable approximates fair value.

Deposit Liabilities

Fair values for demand deposits (including NOW accounts), savings and club accounts and money market deposits are, by definition, equal to the amount payable on demand at the reporting date. Fair values of fixed-maturity certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on similar instruments with similar maturities.

Federal Home Loan Bank Advances

Fair value of Federal Home Loan Bank advances is estimated using discounted cash flow analyses, based on rates currently available to the Bank for advances with similar terms and remaining maturities.

Off-Balance Sheet Financial Instruments

Fair value of commitments to extend credit are estimated using the fees currently charged to enter into similar agreements, taking into account market interest rates, the remaining terms and present credit worthiness of the counterparties.

F-30

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The estimated fair values of the Bank’s financial instruments at March 31, 2006 and December 31, 2005 and 2004 were as follows (in thousands):

	March 31,				December, 31
	2006				2005				2004
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
	(Unaudited)
Financial assets:
Cash and cash equivalents	$	27,254	$	27,254	$	46,086	$	46,086	$	43,722	$	43,722
Interest earning time deposits		600		600		600		600		3,174		3,174
Investment securities available-for- sale		130,585		130,585		141,783		141,783		145,021		145,021
Mortgage related securities		198,475		198,475		187,721		187,721		185,178		185,178
Loans receivable, net		355,729		352,546		366,393		360,337		482,606		473,404
Loans held for sale		2,704		2,704		357		357		—		—
Mortgage servicing rights		1,169		1,307		1,168		1,291		637		637
Federal Home Loan Bank stock		3,966		3.966		4,146		4,146		5,501		5,501
Accrued interest and dividends receivable		3,281		3,281		3,301		3,301		3,269		3,269
Financial liabilities:
Savings and club accounts		76,300		76,300		80,098		80,098		92,427		92,427
Demand, NOW and money market deposits		139,390		139,390		152,923		152,923		206,040		206,040
Certificates of deposit		440,202		433,955		449,286		444,208		506,783		511,194
Federal Home Loan Bank advances		30,000		29,720		30,000		30,321		30,000		31,563
Accrued interest payable		273		273		268		268		308		308
Off-balance sheet instruments				228				203				671

F-31

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 13—COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) for the three months ended March 31, 2006 and 2005 (unaudited) and the years ended December 31, 2005, 2004 and 2003 is as follows (in thousands):

	Three Months Ended March 31,						Years Ended December 31,
	2006			2005			2005			2004			2003
	(Unaudited)
Net income (loss)	$	268		$	1,167		$	5,960		$	(1,888	)	$	4,791
Other comprehensive loss, net of taxes:
Unrealized holding losses arising during the period, net of taxes (3/31/06-$(273), 3/31/05-$(676), 2005-$(1,114), 2004-$(587), 2003-$(480))		(529	)		(1,313	)		(2,163	)		(1,140	)		(931	)
Less: Reclassification adjustment for gains (losses) included in net income (loss), net of taxes (3/31/06-$(6), 3/31/05-$20, 2005-$(275), 2004-$56, 2003-$150)		(11	)		39			(534	)		113			290
Other comprehensive loss		(518	)		(1,352	)		(1,629	)		(1,253	)		(1,221	)
Comprehensive Income (Loss)	$	(250	)	$	(185	)	$	4,331		$	(3,141	)	$	3,570

NOTE 14—RELATED PARTY TRANSACTIONS

The Bank routinely enters into transactions with its directors and officers. Such transactions are made in the ordinary course of business on substantially the same terms and conditions, including interest rates and collateral, as those prevailing at the same time for comparable transactions with other customers, and do not, in the opinion of management, involve more than the normal credit risk or present other unfavorable features.

An analysis of the activity of loans to directors and executive officers as of March 31, 2006, December 31, 2005 and 2004 is as follows (in thousands):

	March 31,		December 31,
	2006		2005			2004
	(Unaudited)
Beginning balance	$	5,277	$	6,475		$	3,689
New loans and line of credit advances		—		—			5,607
Repayments		—		(587	)		(2,821	)
Change in directors and executive officers		—		(611	)		—
Ending balance	$	5,277	$	5,277		$	6,475

As of December 31, 2005, the Bank had $1.6 million outstanding in deposits to related parties, none of which was overdrawn throughout the year.

F-32

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 15—IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

On December 16, 2004, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 123R, “Share-Based Payment,” which replaces SFAS No. 123, “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” This statement will require that all share-based payments to employees, including grants of employee stock options, be recognized as compensation costs in the financial statements based on their fair values. The effective date of this statement was delayed until fiscal years beginning after June 15, 2005. We will adopt this standard as required, however, management has not calculated the effect on our consolidated financial statements because we have not adopted any stock-based compensation plan.

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29,” which eliminates the exception from fair value measurement for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. The statement defines a non-monetary exchange with commercial substance as one in which the future cash flows of an entity are expected to change significantly as a result of the exchange. SFAS No. 153 is effective for fiscal years beginning after June 15, 2005. The Bank will adopt this statement as required, and management does not believe the adoption will have a material effect on its results of operations or financial position.

In March 2005, the FASB issued FASB Staff Position (“FSP”) FIN 46(R)-5 “Implicit Variable Interests under FASB Interpretation No. 46, Consolidation of Variable Interest Entities.” FSP FIN 46(R)-5 provides guidance for a reporting enterprise that holds an implicit variable interest in a variable interest entity (“VIE”) and is also a related party to other variable interest holders. This guidance requires that if the aggregate variable interests held by the reporting enterprise and its related parties would, if held by a single party, identify that party as the primary beneficiary, then the party within the related party group that is most closely associated with the VIE is the primary beneficiary. The effective date of FSP FIN 46(R)-5 is the first reporting period ending after December 15, 2005 with early application permitted for periods for which financial statements have not been issued. The Bank does not believe that implementation of this FSP will have a material effect on its results of operations or financial position as it does not have any interest in Variable Interest Entities.

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections,” which establishes, unless impracticable, retrospective application as the required method for reporting a change in accounting principle in the absence of explicit transition requirements specific to the newly adopted accounting principle. The statement provides guidance for determining whether retrospective application of a change in accounting principle is impracticable. The statement also addresses the reporting of a correction of an error by restating previously issued financial statements. SFAS No. 154 is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. The Bank will adopt this statement as required, and management does not believe the adoption will have a material effect on its results of operations or financial position.

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets, an amendment of SFAS No. 140.” SFAS No. 156 amends SFAS No. 140 with respect to the accounting for separately recognized servicing assets and servicing liabilities by requiring an entity to recognize a servicing asset or liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract; requires all separately recognized servicing assets and liabilities to be initially measured at fair value, if practical; and permits an entity to choose either of the following methods by which it will subsequently measure each class of separately recognized servicing assets and liabilities:

F-33

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

1. Amortization method - Amortize the servicing assets or liabilities in proportion to and over the period of estimated net servicing income or loss and assess servicing assets and liabilities for impairment or increase obligation based on the fair value at each reporting period.

2. Fair value measurement method - Measure servicing assets or liabilities at fair value at each reporting date and report changes in fair value in earnings in the period in which the change occurs.

SFAS No. 156 is effective for fiscal years beginning after September 15, 2006. Earlier adoption is permitted as of the beginning of an entity’s fiscal year, provided the entity has not yet issued its financial statements, including interim financial statements, for any period of that fiscal year. After analyzing the effects of the statement, the Bank does not believe that the adoption of this statement will have a material impact on its results of operations or financial position.

NOTE 16—CONVERSION TO MUTUAL HOLDING COMPANY

The Board of Directors of the Bank unanimously adopted a Plan of Reorganization and Stock Issuance (“the Plan of Reorganization”) on April 21, 2006 pursuant to which, the Bank will (i) convert to a stock savings bank (the “Stock Bank”) as the successor to the Bank in its current mutual form; (ii) organize Fox Chase Bancorp, Inc. a stock holding company as a federally chartered corporation, which will own 100% of the common stock of the Stock Bank; and (iii) organize Fox Chase MHC, a mutual holding company as a federally chartered mutual holding company, which will own at least 51% of the common stock of Fox Chase Bancorp so long as Fox Chase MHC remains in existence. The Stock Bank will succeed to the business and operations of the Bank in its mutual form and Fox Chase Bancorp will sell a minority interest in its common stock in a public stock offering.

The Plan of Reorganization must be approved by the Office of Thrift Supervision and by the Bank’s members.

Following the completion of the reorganization, all members who had membership or liquidation rights with respect to the Bank as of the effective date of the reorganization will continue to have such rights solely with respect to Fox Chase MHC so long as they continue to hold deposit accounts and/or loans with the Bank. In addition, all persons who become depositors of the Bank subsequent to the reorganization will have such membership and liquidation rights with respect to Fox Chase MHC.

In connection with the Plan of Reorganization, Fox Chase Bancorp plans to establish the Fox Chase Bank Charitable Foundation (“the Foundation”). The Foundation will be funded with up to 1.9% of Fox Chase Bancorp’s outstanding shares of common stock.

Reorganization costs have been deferred and will be deducted from the proceeds of the shares sold in the reorganization. If the conversion is not completed, all costs will be charged to expense. At March 31, 2006, approximately $140,000 (unaudited) of reorganization costs had been incurred and deferred.

F-34

FOX CHASE BANK

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

NOTE 17—SUBSEQUENT EVENTS

During 2005, the Office of Thrift Supervision (the “OTS”), the Bank’s primary regulator, indicated deficiencies in the Bank’s loan underwriting and various violations of laws and regulations. As a result of its examination of the Bank, the OTS issued a formal Cease and Desist Order (the “Order”) in June 2005 instructing the Bank to discontinue the origination of certain types of loans until further notification from the OTS, restricting the Bank’s asset growth and to take certain actions to correct other items addressed in the Order. The Bank was also ordered to increase its allowance for loan losses by $12.3 million as of December 31, 2004. The allowance for loan losses involves the use of significant estimates and assumptions by management and is subject to significant revision as more information becomes available.

During 2005, the Bank had its asset classifications and allowance for loan losses methodology reviewed by several third parties to validate the adequacy of the allowance. Additionally, the Bank hired several key individuals to strengthen its credit and underwriting standards and to enhance its collection of nonperforming and classified assets. Such efforts substantially reduced the levels of classified assets during 2005.

In October 2005, the OTS approved the Bank’s business plan and lifted the asset growth restrictions. As of December 31, 2005, the Bank believes it is in full compliance with all material aspects of the Order. In January 2006, the OTS completed a comprehensive examination of the Bank and its compliance with the Order. Also on February 10, 2006, the OTS terminated the lending restrictions contained in the Order.

On June 28, 2006, the OTS terminated the formal Cease and Desist Order, and also noted that the Bank is no longer deemed to be in a “troubled condition.”

F-35

You should rely only on the information contained in this prospectus. Neither Fox Chase Bancorp nor Fox Chase Bank has authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered by this prospectus to any person or in any jurisdiction in which an offer or solicitation is not authorized or in which the person making an offer or solicitation is not qualified to do so, or to any person to whom it is unlawful to make an offer or solicitation in those jurisdictions. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Fox Chase Bancorp common stock.

(Proposed holding company for Fox Chase Bank)

5,561,596 Shares

(Anticipated Maximum, Subject to Increase)

COMMON STOCK

PROSPECTUS

            , 2006

Until             , 2006, or 25 days after commencement of the syndicated community offering, if any, whichever is later, all dealers effecting transactions in the registered securities, whether or not participating in this distribution, may be required to deliver a prospectus when acting as underwriters and with respect to their unsold allotments of subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

SEC filing fee (1)	$	6,988
OTS filing fee		14,400
NASD filing fee (1)		7,030
Stock Market listing fee		100,000
EDGAR, printing, postage and mailing		350,000
Legal fees and expenses		455,000
Accounting fees and expenses		300,000
Appraiser’s fees and expenses		36,000
Business planner’s fees and expenses		30,000
Underwriting fees (including legal fees) (2)		85,000
Transfer agent and registrar fees and expenses		20,000
Certificate printing		10,000
Miscellaneous		10,582
Total	$	1,425,000

(1) Estimated expenses based on the registration of 6,530,835 shares at $10.00 per share.

(2) Sandler O’Neill & Partners, L.P. will receive a fee equal to 1.0% of the aggregate purchase price of shares sold in the subscription offering and the community offering, excluding shares purchased by the employee stock ownership plan, the foundation and by officers, directors and employees of Fox Chase Bank and members of their immediate families.

Item 14. Indemnification of Directors and Officers.

Article XII of the Registrant’s Bylaws provides:

The Subsidiary Holding Company shall indemnify all officers, directors and employees of the Subsidiary Holding Company, and their heirs, executors and administrators, to the fullest extent permitted under federal law against all expenses and liabilities reasonably incurred by them in connection with or arising out of any action, suit or proceeding in which they may be involved by reason of their having been a director or officer of the Subsidiary Holding Company, whether or not they continue to be a director or officer at the time of incurring such expenses or liabilities, such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys’ fees and the cost of reasonable settlements.

Generally, federal law provides indemnity coverage for:

(a) Any person against whom any action is brought or threatened because that person is or was a director or officer of the association, for:

(i) Any amount for which that person becomes liable under a judgment in such action; and

(ii) Reasonable costs and expenses, including reasonable attorneys’ fees, actually paid or incurred by that person in defending or settling such action, or in enforcing his or her rights under this section if he or she attains a favorable judgment in such enforcement action.

(b) Indemnification shall be made to such person only if:

(i) Final judgment on the merits is in his or her favor; or

(ii) In case of:

a. Settlement;

II-1

b. Final judgment against him or her; or

c. Final judgment in his or her favor, other than on the merits, if a majority of the disinterested directors of the savings association determine that he or she was acting in good faith within the scope of his or her employment or authority as he or she could reasonably have perceived it under the circumstances and for a purpose he or she could reasonably have believed under the circumstances was in the best interests of the savings association or its members.

However, no indemnification shall be made unless the association gives the Office of Thrift Supervision at least 60 days’ notice of its intention to make such indemnification. No such indemnification shall be made if the Office of Thrift Supervision advises the association in writing, within such notice period, of its objection thereto.

(c) As used in this paragraph:

(i) “Action” means any judicial or administrative proceeding, or threatened proceeding, whether civil, criminal, or otherwise, including any appeal or other proceeding for review.

(ii) “Court” includes, without limitation, any court to which or in which any appeal or any proceeding for review is brought.

(iii) “Final judgment” means a judgment, decree or order which is not appealable or as to which the period for appeal has expired with no appeal taken.

(iv) “Settlement” includes the entry of a judgment by consent or confession or a plea of guilty or of nolo contendere.

Item 15. Recent Sales of Unregistered Securities.

None.

Item 16. Exhibits and Financial Statement Schedules.

The exhibits and financial statement schedules filed as a part of this registration statement are as follows:

(a) List of Exhibits (filed herewith unless otherwise noted)

1.1	Engagement Letter between Fox Chase Bank and Sandler O’Neill & Partners, L.P.*
1.2	Draft Agency Agreement**
2.1	Amended and Restated Plan of Reorganization and Stock Issuance (including the proposed Federal Charters and Bylaws of Fox Chase Bancorp, Inc., Fox Chase MHC and Fox Chase Bank)
3.1	Charter of Fox Chase Bancorp, Inc.*
3.2	Bylaws of Fox Chase Bancorp, Inc. (included in Exhibit 2.1)
4.1	Specimen Stock Certificate of Fox Chase Bancorp, Inc.*
5.1	Opinion of Muldoon Murphy & Aguggia LLP re: Legality
8.1	Opinion of Muldoon Murphy & Aguggia LLP re: Federal and State Tax Matters
10.1	Form of Fox Chase Bank Employee Stock Ownership Plan and Trust Agreement*
10.2	Form of ESOP Loan Documents*
10.3	Fox Chase Bank 401(k) Profit Sharing Plan and Trust
10.4	Form of Employment Agreement for Chief Executive Officer and Chief Financial Officer*
10.5	Form of Employment Agreement for Other Senior Officers*

II-2

10.6	Employment Agreement between Fox Chase Bank and Thomas M. Petro, as amended*
10.7	Employment Agreement between Fox Chase Bank and Jerry D. Holbrook*
10.8	Form of Fox Chase Bank Change in Control Agreement*
10.9	Fox Chase Bank Executive Long-Term Incentive Plan*
10.10	Fox Chase Bank Employee Severance Compensation Plan, as amended and restated*
16.1	Letter on Change in Certifying Accountant
23.1	Consent of Muldoon Murphy & Aguggia LLP (included in Exhibits 5.1 and 8.1 filed herewith)
23.2	Consent of KPMG LLP
23.3	Consent of Beard Miller Company LLP
23.4	Consent of FinPro, Inc.*
24.1	Powers of Attorney*
99.1	Appraisal Report of FinPro, Inc. (P)*
99.2	Draft Marketing Materials
99.3	Form of Subscription Order Form and Instructions
99.4	Form of Fox Chase Bank Charitable Foundation Gift Instrument

(P) The supporting financial schedules are filed in paper pursuant to Rule 202 of Regulation S-T.

* Previously filed.

** To be filed by amendment.

(b) Financial Statement Schedules

All schedules have been omitted as not applicable or not required under the rules of Regulation S-X.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(5) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hatboro, Commonwealth of Pennsylvania on July 5, 2006.

Fox Chase Bancorp, Inc.
(in organization)
By:	/s/    THOMAS M. PETRO
	Thomas M. Petro President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Title	Date
/s/    THOMAS M. PETRO         Thomas M. Petro	President, Chief Executive Officer and Director (principal executive officer)	July 5, 2006
/s/    JERRY D. HOLBROOK         Jerry D. Holbrook	Chief Financial Officer and Secretary (principal accounting and financial officer)	July 5, 2006
* Roger H. Ballou	Director	July 5, 2006
* Richard E. Bauer	Director	July 5, 2006
* Todd S. Benning	Director	July 5, 2006
* Richard M. Eisenstaedt	Director	July 5, 2006
* Laura M. Mercuri	Director	July 5, 2006
* Anthony A. Nichols	Director	July 5, 2006
* Peter A. Sears	Director	July 5, 2006

* Pursuant to the Power of Attorney filed as Exhibit 24.1 to the Registration Statement on Form S-1 for Fox Chase Bancorp, Inc. and the Fox Chase Bank 401(k) Profit Sharing Plan and Trust filed on May 16, 2006.

/s/    THOMAS M. PETRO	July 5, 2006
Thomas M. Petro

EX-2.1

Exhibit 2.1

FOX CHASE BANK

PLAN OF REORGANIZATION AND STOCK ISSUANCE

DATED AS OF APRIL 25, 2006

AS AMENDED AND RESTATED ON JUNE 29, 2006

TABLE OF CONTENTS

		PAGE
1.	Introduction	1
2.	Definitions	1
3.	General Procedure for the Reorganization	6
3A.	Establishment and Funding of Charitable Foundation	10
4.	Total Number of Shares and Purchase Price of Common Stock	11
5.	Subscription Rights of Eligible Account Holders (First Priority)	11
6.	Subscription Rights of Tax-qualified Employee Stock Benefit Plans (Second Priority)	12
7.	Subscription Rights of Supplemental Eligible Account Holders (Third Priority)	13
8.	Subscription Rights of Other Members (Fourth Priority)	13
9.	Community Offering, Syndicated Community Offering, Public Offering and Other Offerings	14
10.	Limitations on Subscriptions and Purchases of Common Stock	15
11.	Timing of Subscription Offering; Manner of Exercising Subscription Rights and Order Forms	17
12.	Payment for Common Stock	19
13.	Account Holders in Nonqualified States or Foreign Countries	20
14.	Voting Rights of Stockholders	20
15.	Transfer of Deposit Accounts	20
16.	Requirements Following the Reorganization for Registration, Market Making and Stock Exchange Listing	21
17.	Completion of the Stock Offering	21
18.	Directors and Officers of the Savings Bank	21
19.	Requirements for Stock Purchases by Directors and Officers Following the Reorganization	21
20.	Restrictions on Transfer of Stock	21
21.	Tax Rulings or Opinions	22
22.	Stock Compensation Plans	22
23.	Dividend and Repurchase Restrictions on Stock	23
24.	Effective Date	23
25.	Amendment or Termination of the Plan	23
26.	Interpretation of the Plan	23

EXHIBIT INDEX

	EXHIBIT
Charter of Mutual Holding Company	A
Bylaws of Mutual Holding Company	B
Charter of Stock Holding Company	C
Bylaws of Stock Holding Company	D
Charter of Stock Bank	E
Bylaws of Stock Bank	F

FOX CHASE BANK

PLAN OF REORGANIZATION AND STOCK ISSUANCE

1. INTRODUCTION.

For purposes of this section, all capitalized terms have the meanings ascribed to them in Section 2.

This Plan of Reorganization and Stock Issuance provides for the reorganization of Fox Chase Bank from a federally chartered mutual savings bank into a mutual holding company structure under the laws of the United States of America and the regulations of the OTS. As part of the Reorganization and the Plan, a federally chartered mutual holding company and a federally chartered stock corporation will be established. In addition, a federally chartered stock savings bank, which will retain the name Fox Chase Bank, will also be established. The Holding Company will be a majority-owned subsidiary of the MHC at all times so long as the MHC remains in existence, and the Savings Bank will be a wholly-owned subsidiary of the Holding Company. The Plan also provides that non-transferable subscription rights to purchase up to 49.9% of the common stock of the Holding Company shall be granted to certain deposit account holders and borrowers members of the Savings Bank pursuant to the Plan and in accordance with the regulations of the OTS.

The Reorganization and Offerings will permit the Savings Bank to control the amount of capital being raised, while at the same time enabling the Savings Bank to: (1) support future lending and operational growth, including branching activities and acquisitions of other financial institutions or financial services companies; (2) increase its ability to render services to the communities it serves; (3) compete more effectively with commercial banks and other financial institutions for new business opportunities; and (4) increase its equity capital base and access the capital markets when needed.

In furtherance of the Savings Bank’s commitment to its community, the Plan provides for the establishment of a charitable foundation as part of the Reorganization and Offerings. The charitable foundation is intended to complement the Savings Bank’s existing community reinvestment activities in a manner that will allow the Savings Bank’s local communities to share in the growth and profitability of the Holding Company and the Savings Bank over the long term. Consistent with the Savings Bank’s goal, the Holding Company intends to donate to the charitable foundation immediately following the Offerings a number of shares of its authorized but unissued Holding Company Common Stock in amount up to 2% of the Holding Company Common Stock issued in the offerings and to the MHC in the Reorganization.

2. DEFINITIONS.

As used in this Plan, the terms set forth below have the following meaning:

ACTING IN CONCERT means (i) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement or understanding; or (ii) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. A person or company which acts in concert with another Person or company (“other party”) shall also be deemed to be acting in concert with any Person who is also acting in concert with that other party, except that any Tax-Qualified Employee Stock Benefit Plan will not be deemed to be acting in concert with its trustee or a person who serves in a similar capacity solely for the purpose of determining whether stock held by the trustee and stock held by the plan will be aggregated and participants or beneficiaries of any such Tax-Qualified Employee Stock Benefit Plan will not be deemed to be acting in concert solely as

a result of their common interests as participants or beneficiaries. When Persons act together for such purpose, their group is deemed to have acquired their stock. The determination of whether a group is Acting in Concert shall be made solely by the Board of Directors of the Savings Bank or Officers delegated by such Board and may be based on any evidence upon which the Board or such delegatee chooses to rely, including, without limitation, joint account relationships or the fact that such Persons have filed joint Schedules 13D or Schedules 13G with the SEC with respect to other companies. Directors of the Holding Company, the Savings Bank and the MHC shall not be deemed to be Acting in Concert solely as a result of their membership on any such board or boards.

ACTUAL PURCHASE PRICE means the price per share at which the Common Stock is ultimately sold by the Holding Company in the Offerings in accordance with the terms hereof.

AFFILIATE means a Person who, directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with the Person specified.

ASSOCIATE of a Person means (i) a corporation or organization (other than the MHC, the Holding Company, the Savings Bank or a majority-owned subsidiary of the MHC, the Holding Company or the Savings Bank), if the Person is a senior officer or partner or beneficially owns, directly or indirectly, 10% or more of any class of equity securities of the corporation or organization, (ii) a trust or other estate, if the Person has a substantial beneficial interest in the trust or estate or is a trustee or fiduciary of the trust or estate, provided, however, that such term shall not include any Tax-Qualified Employee Stock Benefit Plan of the MHC, the Holding Company or the Savings Bank in which such Person has a substantial beneficial interest or serves as a trustee or in a similar fiduciary capacity, and (iii) any person who is related by blood or marriage to such Person and who lives in the same home as the Person or who is a director or senior officer of the MHC, the Holding Company or the Savings Bank or any of their subsidiaries.

CODE means the Internal Revenue Code of 1986, as amended.

COMMON STOCK means the shares of common stock, par value $0.01 per share, to be issued by the Holding Company to the MHC, to be contributed to the Foundation by the Holding Company and to be issued and sold by the Holding Company in the Offerings, all pursuant to the Plan of Reorganization. The Common Stock will not be insured by the Federal Deposit Insurance Corporation.

COMMUNITY OFFERING means the offering for sale by the Holding Company of any shares of Common Stock not subscribed for in the Subscription Offering to such Persons as may be selected by the Holding Company and the Savings Bank in their sole discretion and to whom a copy of the Prospectus is delivered by or on behalf of the Holding Company.

CONTROL (including the terms “controlling,” “controlled by,” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

DEPOSIT ACCOUNT means any withdrawable account as defined in Section 561.42 of the Rules and Regulations of the OTS, including a demand account as defined in Section 561.16 of the Rules and Regulations of the OTS.

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ELIGIBLE ACCOUNT HOLDER means any Person holding a Qualifying Deposit on the Eligibility Record Date for purposes of determining Subscription Rights.

ELIGIBILITY RECORD DATE means the date for determining Qualifying Deposits of Eligible Account Holders and is the close of business on December 31, 2004.

ESOP means a Tax Qualified Employee Stock Benefit Plan adopted by the MHC, the Holding Company or the Savings Bank in connection with the Reorganization, the purpose of which shall be to acquire shares of Common Stock.

ESTIMATED PRICE RANGE means the range of the estimated aggregate pro forma market value of the total number of shares of Common Stock to be issued in the Offerings, as determined by the Independent Appraiser in accordance with Section 4 hereof.

FDIC means the Federal Deposit Insurance Corporation or any successor thereto.

FOUNDATION means a charitable foundation that will qualify as an exempt organization under Section 501(c)(3) of the Code, the establishment and funding of which is contemplated by Section 3A herein.

HOLDING COMPANY means the stock corporation to be organized under the laws of the United States, that, upon completion of the Reorganization, shall hold all of the outstanding capital stock of the Savings Bank.

INDEPENDENT APPRAISER means the independent investment banking or financial consulting firm retained by the Holding Company and the Savings Bank to prepare an appraisal of the estimated pro forma market value of the Common Stock.

INITIAL PURCHASE PRICE means the price per share to be paid initially by Participants for shares of Common Stock subscribed for in the Subscription Offering and by Persons for shares of Common Stock ordered in the Community Offering and/or Syndicated Community Offering.

MANAGEMENT PERSON means any Officer or director of the Savings Bank or the Holding Company or any Affiliate of the Savings Bank or the Holding Company and any person Acting in Concert with such Officer or director.

MEMBER means any Person qualifying as a member of the Savings Bank in accordance with its mutual charter and bylaws and the laws of the United States, and any Person qualifying as a member of the MHC in accordance with the mutual charter and bylaws and the laws of the United States.

MHC means the company organized under the laws of the United States, that, upon completion of the Reorganization, shall hold at least 50.1% of the Common Stock.

MINORITY STOCKHOLDER means any owner of the Common Stock other than the MHC and the Foundation.

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OFFERINGS mean the offering of Common Stock to Persons other than the MHC and the Foundation in the Subscription Offering, the Community Offering and the Syndicated Community or Public Offering.

OFFICER means the president, chief executive officer, vice-president, secretary, treasurer or principal financial officer, comptroller or principal accounting officer and any other person performing similar functions with respect to any organization whether incorporated or unincorporated.

ORDER FORM means the form or forms to be provided by the Holding Company, containing all such terms and provisions as set forth in Section 11 hereof, to a Participant or other Person by which Common Stock may be ordered in the Offerings.

OTHER MEMBER means a Voting Member who is not an Eligible Account Holder or a Supplemental Eligible Account Holder.

OTS means the Office of Thrift Supervision or any successor thereto.

PARTICIPANT means any Eligible Account Holder, Tax-Qualified Employee Stock Benefit Plan, Supplemental Eligible Account Holder or Other Member, but does not include the MHC and the Foundation.

PERSON means an individual, a corporation, a partnership, an association, a joint stock company, a limited liability company, a trust, an unincorporated organization or a government or any political subdivision of a government.

PLAN and PLAN OF REORGANIZATION mean this Plan of Reorganization and Stock Issuance as adopted by the Board of Directors of the Savings Bank and any amendment hereto approved as provided herein.

PROSPECTUS means the one or more documents to be used in offering the Common Stock in the Offerings.

PROXY STATEMENT means the document used to solicit approval of the Plan and the funding of the Foundation by Voting Members.

PUBLIC OFFERING means an underwritten firm commitment offering to the public through one or more underwriters.

QUALIFYING DEPOSIT means the aggregate balance of all Deposit Accounts in the Savings Bank of (i) an Eligible Account Holder at the close of business on the Eligibility Record Date, provided such aggregate balance is not less than $50, and (ii) a Supplemental Eligible Account Holder at the close of business on the Supplemental Eligibility Record Date, provided such aggregate balance is not less than $50.

REORGANIZATION means the reorganization of the Savings Bank into the MHC and the organization of the Holding Company as a subsidiary of the MHC and the Stock Savings Bank as a subsidiary of the Holding Company pursuant to this Plan.

SAVINGS BANK means Fox Chase Bank.

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SAVINGS BANK BENEFIT PLANS include, but is not limited to, Tax Qualified Employee Stock Benefit Plans and Non-Tax Qualified Employee Stock Benefit Plans.

SAVINGS BANK COMMON STOCK means the common stock of the Savings Bank, par value $1.00 per share, which stock is not and will not be insured by the FDIC or any other governmental authority, all of which will be held by the Holding Company.

STOCK SAVINGS BANK means the federally chartered stock savings bank resulting from the conversion of the Savings Bank to stock form pursuant to this Plan.

SEC means the Securities and Exchange Commission.

SPECIAL MEETING means the Special Meeting of Members of the Savings Bank called for the purpose of submitting this Plan and the funding of the Foundation to the Members for their approval, including any adjournments of such meeting.

SUBSCRIPTION OFFERING means the offering of the Common Stock to Participants.

SUBSCRIPTION RIGHTS mean nontransferable rights to subscribe for Common Stock granted to Participants pursuant to the terms of this Plan.

SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDER means any Person holding a Qualifying Deposit at the close of business on the Supplemental Eligibility Record Date.

SUPPLEMENTAL ELIGIBILITY RECORD DATE, if applicable, means the date for determining Supplemental Eligible Account Holders and shall be required if the Eligibility Record Date is more than 15 months prior to the date of the approval of the Reorganization by the OTS. If applicable, the Supplemental Eligibility Record Date shall be the last day of the calendar quarter preceding OTS approval of the Reorganization.

SYNDICATED COMMUNITY OFFERING means the offering for sale by a syndicate of broker-dealers to the general public of shares of Common Stock not purchased in the Subscription Offering and the Community Offering.

TAX-QUALIFIED EMPLOYEE STOCK BENEFIT PLAN means any defined benefit plan or defined contribution plan, such as an employee stock ownership plan, stock bonus plan, profit-sharing plan or other plan, which is established for the benefit of the employees of the Holding Company and/or the Savings Bank and any Affiliate thereof and which, with its related trust, meets the requirements to be “qualified” under Section 401 of the Code as from time to time in effect. A “Non-Tax-Qualified Employee Stock Benefit Plan” is any defined benefit plan or defined contribution stock benefit plan that is not so qualified.

VOTING MEMBER means a Person who, at the close of business on the Voting Record Date, is entitled to vote as a Member of the Savings Bank in accordance with its mutual charter and bylaws.

VOTING RECORD DATE means the date or dates for determining the eligibility of Members to vote at the Special Meeting.

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3. GENERAL PROCEDURE FOR THE REORGANIZATION.

(a) Organization of the Holding Companies and the Savings Bank

The Reorganization will be effected as follows: (i) the Savings Bank will organize an interim stock savings bank as a wholly owned subsidiary (“Interim One”); (ii) Interim One will organize a stock corporation as a wholly owned subsidiary (the “Holding Company”); (iii) Interim One will organize an interim federal savings bank as a wholly owned subsidiary (“Interim Two”); (iv) the Savings Bank will convert its charter to a federal stock savings bank charter and Interim One will exchange its charter for a federal mutual holding company charter to become the MHC; (v) sequentially with step (iv), Interim Two will merge with and into the Stock Savings Bank with the Stock Savings Bank as the resulting institution; (vi) former members of the Savings Bank will become members of the MHC; (vii) the MHC will transfer 100% of the issued common stock of the Stock Savings Bank to the Holding Company in a capital distribution; and (viii) the Holding Company will issue a majority of its common stock to the MHC. Prior to the Effective Date of the Reorganization, the Board of Directors of the Savings Bank may specify that the structure of the transactions contemplated by the Plan be revised; provided, however, that such revised structure shall not (i) change the intended federal income tax consequences of the transactions contemplated by the Plan or (ii) materially impede or delay the receipt of any required regulatory approval.

Contemporaneously with the Reorganization, the Holding Company will offer for sale in the Offerings shares of Common Stock representing up to 49.9% of the pro forma market value of the Holding Company and the Savings Bank. Upon the consummation of the Reorganization, the legal existence of the Savings Bank will not terminate, but the MHC will be a continuation of the Savings Bank. All assets, rights, obligations and liabilities of whatever nature of the Savings Bank that are not expressly retained by the MHC shall be transferred to the Stock Savings Bank as part of the Reorganization. All property of the Savings Bank (not expressly retained by the MHC), including its right, title and interest in all property of whatsoever kind and nature, interest and asset of every conceivable value or benefit then existing or pertaining to the Savings Bank, or which would inure to the Savings Bank immediately by operation of law and without the necessity of any conveyance or transfer and without any further act or deed, will vest in the MHC and will then be transferred to the Stock Savings Bank. The Stock Savings Bank will have, hold and enjoy the same in its right and fully and to the same extent as the same was possessed, held and enjoyed by the Savings Bank. The Stock Savings Bank will continue to have, succeed to and be responsible for all the rights, liabilities and obligations the Savings Bank had when it was in mutual form and will maintain its headquarters and operations at the Savings Bank’s present locations.

Upon consummation of the Reorganization, substantially all of the assets and liabilities (including the savings accounts, demand accounts, tax and loan accounts, United States Treasury general accounts, or United States Treasury Time Deposit Open Accounts, as defined in the OTS regulations) of the Savings Bank shall become the assets and liabilities of the Stock Savings Bank, which will thereupon become an operating savings association subsidiary of the Holding Company and of the MHC. All assets, rights, obligations and liabilities of whatever nature of the Savings Bank that are not expressly retained by the MHC shall be transferred to the Stock Savings Bank. The Savings Bank will apply to the OTS to have the Holding Company receive or retain (as the case may be) up to 50% of the net proceeds of the Stock Offering, or such other amount as may be determined by the Board of Directors. The Stock Savings Bank may distribute additional capital to the Holding Company following the Reorganization, subject to the OTS regulations governing capital distributions.

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The Board of Directors of the Savings Bank also intends to take all necessary steps to establish the Foundation and to fund the Foundation in the manner set forth in Section 3A hereof.

(b) Effect on Deposit Accounts and Borrowings

Each deposit account in the Savings Bank on the effective date of the Reorganization will remain a deposit account in the Stock Savings Bank in the same amount and upon the same terms and conditions, and will continue to be federally insured up to the legal maximum by the FDIC in the same manner as each deposit account existed in the Savings Bank immediately prior to the Reorganization. Upon consummation of the Reorganization, all loans and other borrowings from the Savings Bank shall retain the same status with the Stock Savings Bank after the Reorganization as they had with the Savings Bank immediately prior to the Reorganization.

(c) The Savings Bank

Upon completion of the Reorganization, the Stock Savings Bank will be authorized to exercise any and all powers, rights and privileges of, and will be subject to all limitations applicable to, capital stock savings associations under federal law. A copy of the proposed charter and bylaws of the Stock Savings Bank is attached hereto and made a part of this Plan. The Reorganization will not result in any reduction of the amount of retained earnings and general loss reserves will be accounted for by the MHC, the Holding Company and the Stock Savings Bank on a consolidated basis in accordance with generally accepted accounting principles.

The initial members of the Board of Directors of the Stock Savings Bank will be the members of the Board of Directors of the Savings Bank at the time of the adoption of the Plan of Reorganization who continue to be directors of the Savings Bank at the time of the closing of the Reorganization. The Stock Savings Bank will be wholly-owned by the Holding Company. The Holding Company will be wholly-owned by its stockholders who will consist of the MHC and, initially, the persons who purchase Common Stock. Upon the Effective Date of the Reorganization, the voting and membership rights of Members will be transferred to the MHC, subject to the conditions specified below.

(d) The Holding Company

The Holding Company will be authorized to exercise any and all powers, rights and privileges, and will be subject to all limitations applicable to savings and loan holding companies under federal law and regulations. The initial members of the Board of Directors of the Holding Company will be appointed by the Savings Bank. Thereafter, the voting stockholders of the Holding Company will elect approximately one-third of the Holding Company’s directors annually. A copy of the proposed charter and bylaws of the Holding Company is attached hereto and made a part of this Plan.

The Holding Company will have the power to issue shares of Common Stock to persons other than the MHC. However, so long as the MHC is in existence, the MHC will be required to own at least a majority of the Common Stock. The Holding Company may issue any amount of non-voting stock to persons other than the MHC. The Holding Company will be authorized to undertake one or more minority stock offerings of less than 50% in the aggregate of the total outstanding Common Stock, and the Holding Company intends to offer shares of Common Stock for sale in the Offerings with an aggregate value of up to 49.9% of the estimated pro forma aggregate market value of the Common Stock.

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(e) The Mutual Holding Company

As a mutual corporation, the MHC will have no stockholders. The members of the MHC will have exclusive voting authority as to all matters requiring a vote of members under the charter of the MHC. Persons who have membership rights with respect to the Savings Bank under its existing charter immediately prior to the Reorganization shall continue to have such rights solely with respect to the MHC after Reorganization, so long as such persons remain depositors or borrowers, as the case may be, of the Stock Savings Bank after the Reorganization. In addition, all persons who become depositors of the Stock Savings Bank following the Reorganization will have membership rights with respect to the MHC. Borrowers will not receive membership rights in connection with any new borrowings made after the Reorganization. The rights and powers of the MHC will be defined by the MHC’s charter and bylaws (a copy of which is attached to this Plan and made a part hereof) and by the statutory and regulatory provisions applicable to savings and loan holding companies and mutual holding companies. In particular, the MHC shall be subject to the limitations and restrictions imposed on savings and loan holding companies by Section 10(o)(5) of the Home Owners’ Loan Act of 1933, as amended.

The initial members of the Board of Directors of the MHC will be the Board of Directors of the Savings Bank at the time of the adoption of the Plan of Reorganization who continue to be directors of the Savings Bank at the time of the closing of the Reorganization. Thereafter, approximately one-third of the directors of the MHC will be elected annually by the members of the MHC who will consist of the former Members of the Savings Bank and all persons who become depositors of the Stock Savings Bank after the Reorganization.

(f) Charters and Bylaws

Copies of the proposed charter and bylaws of the Stock Savings Bank, the Holding Company and the MHC are attached hereto and made a part of this Plan. By their approval of this Plan, the Voting Members shall have approved and adopted the charter and bylaws of the Stock Savings Bank, the Holding Company and the MHC. The total shares of Common Stock authorized under the Holding Company charter will exceed the shares of Common Stock to be issued to the MHC and the Minority Stockholders in the Reorganization.

(g) Rights of Owners of the MHC

Following the Reorganization, all persons who had membership or liquidation rights with respect to the Savings Bank as of the date of the Reorganization will continue to have such rights solely with respect to the MHC. All existing proxies granted by members of the Savings Bank to the Board of Directors of the Savings Bank shall automatically become proxies granted to the Board of Directors of the MHC; provided, however, such proxies may not be voted by the Board of Directors of the Savings Bank at the Special Meeting. In addition, all persons who become depositors of the Stock Savings Bank subsequent to the Reorganization also will have membership and liquidation rights with respect to the MHC. In each case, no person who ceases to be the holder of a Deposit Account with the Stock Savings Bank shall have any membership or liquidation rights with respect to the MHC. Borrowers of the Stock Savings Bank who were borrower members of the Savings Bank at the time of Reorganization will have the same membership rights in the MHC as they had in the Savings Bank immediately prior to the Reorganization for so long as their pre-Reorganization borrowings remain outstanding. Borrowers will not receive membership rights in connection with any new borrowings made after the Reorganization.

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(h) Conversion of the MHC to Stock Form

Following the completion of the Reorganization, the MHC may elect to convert to stock form in accordance with applicable laws and regulations (a “Conversion Transaction”). There can be no assurance when, if ever, a Conversion Transaction will occur, and the Board of Directors has no present intent or plan to undertake a Conversion Transaction. If the Conversion Transaction does not occur, the MHC will continue to own a majority of the Common Stock of the Holding Company.

In a Conversion Transaction, the MHC would merge with and into the Stock Savings Bank or the Holding Company (at the discretion of the MHC), and certain depositors of the Stock Savings Bank would receive the right to subscribe for a number of shares of common stock of the new stock holding company formed in connection with the Conversion Transaction, as determined by the formula set forth in the following paragraphs. The additional shares of Common Stock of the new Holding Company issued in the Conversion Transaction would be sold at their aggregate pro forma market value determined by an independent appraisal.

Any Conversion Transaction shall be fair and equitable to Minority Stockholders. In any Conversion Transaction, Minority Stockholders, if any, will be entitled to maintain the same percentage ownership interest in the new Holding Company after the Conversion Transaction as their ownership interest in the Holding Company immediately prior to the Conversion Transaction (i.e., the Minority Ownership Interest), subject only to the adjustments (if required by federal or state law, regulation, or regulatory policy) to reflect the market value of assets of the MHC (other than common stock of the Holding Company).

At the sole discretion of the Board of Directors of the MHC and the Holding Company, a Conversion Transaction may be effected in any other manner necessary to qualify the Conversion Transaction as a tax-free reorganization under applicable federal and state tax laws, provided such Conversion Transaction does not diminish the rights and ownership interest of Minority Stockholders as set forth in the preceding paragraphs.

A Conversion Transaction would require the approval of applicable federal regulators and would be presented to a vote of the members of the MHC. Under current OTS policy, if a Conversion Transaction were to occur, the transaction would also require the approval of a majority of the holders of the Common Stock, other than the MHC. In addition, federal regulatory policy requires that in any Conversion Transaction, the members of the MHC be accorded the same stock purchase priorities as if the MHC were a mutual savings association converting to stock form.

(i) Applications and Regulatory and Member Approval

The Savings Bank will take the necessary steps to prepare and file the Notices of Reorganization, including the Plan, together with all requisite material, with the OTS for approval. Once the Notices of Reorganization are filed, the Savings Bank will cause to be published, in accordance with the requirements of applicable regulations of the OTS, notices of the filing of the Notices of Reorganization with the OTS.

As soon as practicable after the adoption of the Plan by the Board of Directors of the Savings Bank, the proposed Board of Directors of the Holding Company shall adopt the Plan and the funding of the Foundation by at least a two-thirds vote. The proposed Board of Directors of the Holding Company shall cause to be submitted to the OTS such applications as may be required for approval of the Holding Company’s

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acquisition of the Savings Bank and a Registration Statement with the SEC to register the Common Stock under the Securities Act of 1933, as amended. The proposed Board of Directors of the Holding Company shall also register or qualify the Common Stock under any applicable state securities laws, subject to Section 13 hereof.

Promptly following receipt of requisite approval of the OTS, the Plan and the funding of the Foundation will be submitted to the Voting Members for their consideration and approval at the Special Meeting. The Savings Bank may, at its option, mail to all Voting Members, at their last known address appearing on the records of the Savings Bank, a proxy statement in either long or, to the extent permitted by applicable laws and regulations, summary form describing the Plan, which will be submitted to a vote of the Voting Members at the Special Meeting. If the Plan and the funding of the Foundation are approved by the affirmative vote of a majority of the total number of votes eligible to be cast by Voting Members at the Special Meeting, the Savings Bank shall take all other necessary organizational steps pursuant to applicable laws and regulations to amend its charter and bylaws to authorize the issuance of its capital stock to the Holding Company and the funding of the Foundation at the time the Reorganization is consummated.

(j) Expenses

The Holding Company and the Savings Bank may retain and pay for the services of financial and other advisors and investment bankers to assist in connection with any or all aspects of the Reorganization, including in connection with the Offerings, the payment of fees to brokers for assisting Persons in completing and/or submitting Order Forms. The Savings Bank shall use its best efforts to ensure that all fees, expenses, retainers and similar items shall be reasonable.

3A. ESTABLISHMENT AND FUNDING OF CHARITABLE FOUNDATION.

As part of the Reorganization, the Savings Bank intends to establish a charitable foundation that will qualify as an exempt organization under Section 501(c)(3) of the Code and to donate to the Foundation from authorized but unissued shares of Holding Company Common Stock an amount up to 2% of the number of shares of Holding Company Common Stock issued in the offerings and to the MHC in the Reorganization. The Holding Company also may make a contribution of cash or marketable securities to the Foundation. The Foundation is being formed in connection with the Reorganization to complement the Savings Bank’s existing community reinvestment activities and to share with the Savings Bank’s local community a part of the Savings Bank’s financial success as a locally headquartered, community minded, financial services institution. The funding of the Foundation with Holding Company Common Stock accomplishes this goal as it enables the community to share in the growth and profitability of the Holding Company and the Savings Bank over the long-term.

The Foundation will be dedicated to the promotion of charitable purposes within the Savings Bank’s community. The Foundation will annually distribute total grants to assist charitable organizations or to fund projects within its local community of not less than 5% of the average fair value of Foundation assets each year, less certain expenses. To serve the purposes for which it was formed and maintain its Section 501(c)(3) qualification, the Foundation may sell, on an annual basis, a limited portion of the Holding Company Common Stock contributed to it by the Holding Company.

The Board of Directors of the Foundation will be comprised of individuals who are Officers and/or Directors of the Holding Company or the Savings Bank. Additionally, for at least five years after the

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Foundation’s organization, one member of the Foundation’s Board of Directors must be a member of the local community that is not an officer, director or employee of the MHC, the Holding Company, the Savings Bank or any of its Affiliates and who has experience with local charitable organizations and grant making. The Board of Directors of the Foundation will be responsible for establishing the policies of the Foundation with respect to grants or donations, consistent with the stated purposes of the Foundation.

4. TOTAL NUMBER OF SHARES AND PURCHASE PRICE OF COMMON STOCK.

(a) The aggregate price at which shares of Common Stock shall be sold in the Offerings shall be based on a pro forma valuation of the aggregate market value of the Common Stock prepared by the Independent Appraiser. The valuation shall be based on financial information relating to the Holding Company and the Savings Bank, market, financial and economic conditions, a comparison of the Holding Company and the Savings Bank with selected publicly-held financial institutions and holding companies and with comparable financial institutions and holding companies and such other factors as the Independent Appraiser may deem to be important, including, but not limited to, the projected operating results and financial condition of the Holding Company and Savings Bank. The valuation shall be stated in terms of an Estimated Price Range, the maximum of which shall be no more than 15% above the average of the minimum and maximum of such price range and the minimum of which shall be no more than 15% below such average. The valuation shall be updated during the Reorganization as market and financial conditions warrant and as may be required by the OTS.

(b) Based upon the independent valuation, the Boards of Directors of the Holding Company and the Savings Bank shall fix the Initial Purchase Price and the number of shares of Common Stock to be offered in the Offerings. The purchase price per share for the Common Stock shall be a uniform price determined in accordance with applicable OTS rules and regulations. The Actual Purchase Price and the total number of shares of Common Stock to be issued in the Offerings shall be determined by the Boards of Directors of the Holding Company and the Savings Bank upon conclusion of the Offerings in consultation with the Independent Appraiser and any financial advisor or investment banker retained by the Holding Company and the Savings Bank in connection with such Offerings.

(c) Subject to the approval of the OTS, the Estimated Price Range may be increased or decreased to reflect market, financial and economic conditions before completion of the Reorganization or to fill the Order of the Tax-Qualified Employee Stock Benefit Plans, and under such circumstances the Holding Company and the Savings Bank may increase or decrease the total number of shares of Common Stock to be issued in the Reorganization to reflect any such change. Notwithstanding anything to the contrary contained in this Plan, no resolicitation of subscribers shall be required and subscribers shall not be permitted to modify or cancel their subscriptions unless the gross proceeds from the sale of the Common Stock in the Offerings are less than the minimum or more than 15% above the maximum of the Estimated Price Range set forth in the Prospectus. In the event of an increase in the total number of shares offered in the Offerings due to an increase in the Estimated Price Range, the priority of share allocation shall be as set forth in this Plan.

5. SUBSCRIPTION RIGHTS OF ELIGIBLE ACCOUNT HOLDERS (FIRST PRIORITY).

(a) Each Eligible Account Holder shall receive, as first priority and without payment, Subscription Rights to purchase up to the greater of (i) $150,000 of Common Stock (or such maximum purchase limitation as may be established for the Community Offering and/or Syndicated Community Offering), (ii) one-tenth of 1% of the total offering of shares in the Subscription Offering, or (iii) 15 times the product (rounded down to

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the next whole number) obtained by multiplying the total number of shares of Common Stock offered in the Subscription Offering by a fraction, of which the numerator is the amount of the Qualifying Deposits of the Eligible Account Holder and the denominator is the total amount of all Qualifying Deposits of all Eligible Account Holders, in each case subject to Section 10 hereof.

(b) In the event of an oversubscription for shares of Common Stock pursuant to Section 5(a), available shares shall be allocated among subscribing Eligible Account Holders so as to permit each such Eligible Account Holder, to the extent possible, to purchase a number of shares which will make his or her total allocation equal to the lesser of the number of shares subscribed for or 100 shares. Any available shares remaining after each subscribing Eligible Account Holder has been allocated the lesser of the number of shares subscribed for or 100 shares shall be allocated among the subscribing Eligible Account Holders whose subscriptions remain unsatisfied in the proportion that the Qualifying Deposit of each such subscribing Eligible Account Holder bears to the total Qualifying Deposits of all such subscribing Eligible Account Holders whose orders are unfilled, provided that no fractional shares shall be issued.

Subscription Rights of Eligible Account Holders who are also directors or Officers of the Holding Company or the Savings Bank and their Associates shall be subordinated to those of other Eligible Account Holders to the extent that they are attributable to increased deposits during the one-year period preceding the Eligibility Record Date.

6. SUBSCRIPTION RIGHTS OF TAX-QUALIFIED EMPLOYEE STOCK BENEFIT PLANS (SECOND PRIORITY).

Tax-Qualified Employee Stock Benefit Plans shall receive, without payment, Subscription Rights to purchase in the aggregate up to 10% of the Common Stock sold in the Offerings and contributed to the Foundation, including any shares of Common Stock to be issued as a result of an increase in the Estimated Price Range after commencement of the Subscription Offering and before completion of the Reorganization, but excluding shares issued to the MHC. The subscription rights granted to Tax-Qualified Employee Stock Benefit Plans shall be subject to the availability of shares of Common Stock after taking into account the shares of Common Stock purchased by Eligible Account Holders; provided, however, that if the total number of shares of Common Stock is increased to any amount greater than the number of shares representing the maximum of the Estimated Price Range as set forth in the Prospectus (“Maximum Shares”), the ESOP shall have a priority right to purchase any such shares exceeding the Maximum Shares up to an aggregate of 10% of Common Stock sold in the Offerings and contributed to the Foundation, excluding shares issued to the MHC. Shares of Common Stock purchased by any individual participant (“Plan Participant”) in a Tax-Qualified Employee Stock Benefit Plan using funds therein pursuant to the exercise of subscription rights granted to such Participant in his individual capacity as an Eligible Account Holder and/or supplemental Eligible Account Holder and/or purchases by such Plan Participant in the Community Offering shall not be deemed to be purchases by a Tax-Qualified Employee Stock Benefit Plan for purposes of calculating the maximum amount of Common Stock that Tax-Qualified Employee Stock Benefit Plans may purchase pursuant to the first sentence of this Section 6 if the individual Plan Participant controls or directs the investment authority with respect to such account or subaccount. Consistent with applicable laws and regulations and policies and practices of the OTS, the Tax-Qualified Employee Stock Benefit Plans may use funds contributed by the Holding Company or the Savings Bank and/or borrowed from an independent financial institution to exercise such Subscription Rights, and the Holding Company and the Savings Bank may make scheduled discretionary contributions thereto, provided that such contributions do not cause the Savings Bank to fail to meet any applicable regulatory capital requirement.

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The Tax-Qualified Employee Stock Benefit Plans shall not be deemed to be an Associate or Affiliate of, or Person Acting in Concert with, any Management Person.

7. SUBSCRIPTION RIGHTS OF SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDERS (THIRD PRIORITY).

(a) In the event that the Eligibility Record Date is more than 15 months before the date of OTS approval of the Plan, then, and only in that event, a Supplemental Eligibility Record Date shall be set and each Supplemental Eligible Account Holder shall receive, without payment, Subscription Rights to purchase up to the greater of (i) $150,000 of Common Stock (or such maximum purchase limitation as may be established for the Community Offering and/or Syndicated Community Offering), (ii) one-tenth of 1% of the total offering of shares in the Subscription Offering and (iii) 15 times the product (rounded down to the next whole number) obtained by multiplying the total number of shares of Common Stock offered in the Subscription Offering by a fraction, of which the numerator is the amount of the Qualifying Deposits of the Supplemental Eligible Account Holder and the denominator is the total amount of all Qualifying Deposits of all Supplemental Eligible Account Holders, in each case subject to Section 10 hereof and the availability of shares of Common Stock for purchase after taking into account the shares of Common Stock purchased by Eligible Account Holders and Tax-Qualified Employee Stock Benefit Plans through the exercise of Subscription Rights under Sections 5 and 6 hereof.

(b) In the event of an oversubscription for shares of Common Stock pursuant to Section 7(a), available shares shall be allocated among subscribing Supplemental Eligible Account Holders so as to permit each such Supplemental Eligible Account Holder, to the extent possible, to purchase a number of shares sufficient to make his or her total allocation (including the number of shares, if any, allocated in accordance with Section 5(a)) equal to the lesser of the number of shares subscribed for or 100 shares. Any remaining available shares shall be allocated among subscribing Supplemental Eligible Account Holders whose subscriptions remain unsatisfied in the proportion that the amount of their respective Qualifying Deposits bears to the total amount of the Qualifying Deposits of all such subscribing Supplemental Eligible Account Holders whose orders are unfilled, provided that no fractional shares shall be issued.

8. SUBSCRIPTION RIGHTS OF OTHER MEMBERS (FOURTH PRIORITY).

(a) Each Other Member shall receive, without payment, Subscription Rights to purchase up to the greater of (i) $150,000 of Common Stock (or such maximum purchase limitation as may be established for the Community Offering and/or Syndicated Community Offering) and (ii) one-tenth of 1% of the total offering of shares in the Subscription Offering, subject to Section 10 hereof and the availability of shares of Common Stock for purchase after taking into account the shares of Common Stock purchased by Eligible Account Holders, Tax-Qualified Employee Stock Benefit Plans and Supplemental Eligible Account Holders, if any, through the exercise of Subscription Rights under Sections 5, 6 and 7 hereof.

(b) If, pursuant to this Section 8, Other Members subscribe for a number of shares of Common Stock in excess of the total number of shares of Common Stock remaining, available shares shall be allocated among subscribing Other Members so as to permit each such Other Member, to the extent possible, to purchase a number of shares which will make his or her total allocation equal to the lesser of the number of shares subscribed for or 100 shares. Any remaining available shares shall be allocated among subscribing Other Members whose subscriptions remain unsatisfied on a pro rata basis in the same proportion as each such Other

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Member’s subscription bears to the total subscriptions of all such subscribing Other Members, provided that no fractional shares shall be issued.

9. COMMUNITY OFFERING, SYNDICATED COMMUNITY OFFERING, PUBLIC OFFERING AND OTHER OFFERINGS.

(a) If less than the total number of shares of Common Stock offered by the Holding Company are sold in the Subscription Offering, it is anticipated that all remaining shares of Common Stock shall, if practicable, be sold in a Community Offering. Subject to the requirements set forth herein, the manner in which the Common Stock is sold in the Community Offering shall have as its objective the achievement of the widest possible distribution of such stock.

(b) In the event of a Community Offering, all shares of Common Stock that are not subscribed for in the Subscription Offering shall be offered for sale by means of a direct community marketing program, which may provide for the use of brokers, dealers or investment banking firms experienced in the sale of financial institution securities. Any available shares in excess of those not subscribed for in the Subscription Offering will be available for purchase by members of the general public to whom a Prospectus is delivered by the Holding Company or on its behalf, with preference given first to natural persons and trusts of natural persons residing in Bucks, Montgomery and Philadelphia Counties, Pennsylvania and Atlantic and Cape May Counties, New Jersey (“Preferred Subscribers”).

(c) A Prospectus and Order Form shall be furnished to such Persons as the Holding Company and the Savings Bank may select in connection with the Community Offering, and each order for Common Stock in the Community Offering shall be subject to the absolute right of the Holding Company and the Savings Bank to accept or reject any such order in whole or in part either at the time of receipt of an order or as soon as practicable following completion of the Community Offering. Available shares will be allocated first to each Preferred Subscriber whose order is accepted in an amount equal to the lesser of 100 shares or the number of shares subscribed for by each such Preferred Subscriber, if possible. Thereafter, unallocated shares shall be allocated among the Preferred Subscribers whose accepted orders remain unsatisfied in the same proportion that the unfilled order bears to the total unfilled orders of all Preferred Subscribers whose accepted orders remain unsatisfied, provided that no fractional shares shall be issued. If there are any shares remaining after all accepted orders by Preferred Subscribers have been satisfied, such remaining shares shall be allocated to other members of the general public who purchase in the Community Offering, applying the same allocation described above for Preferred Subscribers.

(d) The amount of Common Stock that any Person may purchase in the Community Offering shall not exceed $150,000 of Common Stock; provided, however, that this amount may be increased to up to 5% of the total offering of shares of Common Stock or decreased to less than $150,000, subject to any required regulatory approval but without the further approval of Members or the resolicitation of subscribers; and provided further that, to the extent applicable, and subject to the preferences set forth in Section 9(b) and (c) of this Plan and the limitations on purchases of Common Stock set forth in this Section 9(d) and Section 10 of this Plan, orders for Common Stock in the Community Offering shall first be filled to a maximum of 2% of the total number of shares of Common Stock sold in the Offerings and thereafter any remaining shares shall be allocated on an equal number of shares basis per order until all orders have been filled, provided no fractional shares shall be issued. The Holding Company and the Savings Bank may commence the Community Offering concurrently with, at any time during, or as soon as practicable after the end of, the Subscription Offering, and the Community Offering must be completed within 45 days after the completion of the

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Subscription Offering, unless extended by the Holding Company and the Savings Bank with any required regulatory approval.

(e) Subject to such terms, conditions and procedures as may be determined by the Holding Company and the Savings Bank, all shares of Common Stock not subscribed for in the Subscription Offering or ordered in the Community Offering may be sold by a syndicate of broker-dealers to the general public in a Syndicated Community Offering. Each order for Common Stock in the Syndicated Community Offering shall be subject to the absolute right of the Holding Company and the Savings Bank to accept or reject any such order in whole or in part either at the time of receipt of an order or as soon as practicable after completion of the Syndicated Community Offering. The amount of Common Stock that any Person may purchase in the Syndicated Community Offering shall not exceed $150,000 of Common Stock, provided, however, that this amount may be increased to up to 5% of the total offering of shares of Common Stock or decreased to less than $150,000, subject to any required regulatory approval but without the further approval of Members or the resolicitation of subscribers; and provided further that, to the extent applicable, and subject to the limitations on purchases of Common Stock set forth in this Section 9(e) and Section 10 of this Plan, orders for Common Stock in the Syndicated Community Offering shall first be filled to a maximum of 2% of the total number of shares of Common Stock sold in the Offerings and thereafter any remaining shares shall be allocated on an equal number of shares basis per order until all orders have been filled, provided no fractional shares shall be issued. The Holding Company and the Savings Bank may commence the Syndicated Community Offering concurrently with, at any time during, or as soon as practicable after the end of, the Subscription Offering and/or Community Offering, and the Syndicated Community Offering must be completed within 45 days after the completion of the Subscription Offering, unless extended by the Holding Company and the Savings Bank with any required regulatory approval.

(f) The Holding Company and the Savings Bank may sell any shares of Common Stock remaining following the Subscription Offering, Community Offering and/or the Syndicated Community Offering in a Public Offering. The provisions of Section 10 hereof shall not be applicable to the sales to underwriters for purposes of the Public Offering but shall be applicable to sales by the underwriters to the public. The price to be paid by the underwriters in such an offering shall be equal to the Actual Purchase Price less an underwriting discount to be negotiated among such underwriters and the Savings Bank and the Holding Company, subject to any required regulatory approval or consent.

(g) If, for any reason, a Syndicated Community Offering or Public Offering of shares of Common Stock not sold in the Subscription Offering and the Community Offering cannot be effected, or if any insignificant residue of shares of Common Stock is not sold in the Subscription Offering, Community Offering or Syndicated Community Offering, the Holding Company and the Savings Bank shall use their best efforts to obtain other purchasers for such shares in such manner and upon such conditions as may be satisfactory to the OTS.

10. LIMITATIONS ON SUBSCRIPTIONS AND PURCHASES OF COMMON STOCK.

The following limitations shall apply to all purchases of Common Stock in the Offerings:

(a) The aggregate amount of outstanding Common Stock owned or controlled by persons other than the MHC at the close of the Offerings shall be less than 50% of the Holding Company’s total outstanding Common Stock.

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(b) Except in the case of Tax-Qualified Employee Stock Benefit Plans in the aggregate, as set forth in Section 10(e) hereof, and certain Eligible Account Holders and Supplemental Eligible Account Holders, as set forth in Sections 5(a)(ii) and (iii) and 7(a)(ii) and (iii) hereof, and in addition to the other restrictions and limitations set forth herein, the amount of Common Stock that any Person, any Person together with any Associates, or Persons otherwise Acting in Concert may, directly or indirectly, subscribe for or purchase in the Offerings, shall not exceed $200,000.

(c) No Person may purchase fewer than 25 shares of Common Stock in the Offerings, to the extent such shares are available; provided, however, that if the Actual Purchase Price is greater than $20.00 per share, such minimum number of shares shall be adjusted so that the aggregate Actual Purchase Price for such minimum shares will not exceed $500.00.

(d) The aggregate amount of Common Stock acquired in the Offerings by any Non-Tax-Qualified Employee Stock Benefit Plan or any Management Person and his or her Associates, exclusive of any Common Stock acquired by such plan or Management Person and his or her Associates in the secondary market, shall not exceed 4.9% of (i) the outstanding shares of Common Stock at the conclusion of the Offerings or (ii) the stockholders’ equity of the Holding Company at the conclusion of the Offerings. In calculating the number of shares held by any Management Person and his or her Associates under this paragraph, shares held by any Tax-Qualified Employee Stock Benefit Plan or Non-Tax-Qualified Employee Stock Benefit Plan of the Holding Company or the Savings Bank that are attributable to such Person shall not be counted.

(e) The aggregate amount of Common Stock acquired in the Offerings by any one or more Tax-Qualified Employee Stock Benefit Plans, exclusive of any shares of Common Stock acquired by such plans in the secondary market, shall not exceed 4.9% of (i) the outstanding shares of Common Stock at the conclusion of the Offerings or (ii) the stockholders’ equity of the Holding Company at the conclusion of the Offerings.

(f) The aggregate amount of Common Stock acquired in the Offerings by all stock benefit plans of the Holding Company or the Savings Bank, other than employee stock ownership plans, shall not exceed 25% of the outstanding common stock of the Holding Company held by persons other than the MHC.

(g) The aggregate amount of Common Stock acquired in the Offerings by all Non-Tax-Qualified Employee Stock Benefit Plans or Management Persons and their Associates, exclusive of any Common Stock acquired by such plans or Management Persons and their Associates in the secondary market, shall not exceed 25% of (i) the outstanding shares of Common Stock held by persons other than the MHC at the conclusion of the Offerings or (ii) the stockholders’ equity of the Holding Company held by persons other than the MHC at the conclusion of the Offerings. In calculating the number of shares held by Management Persons and their Associates under this paragraph, shares held by any Tax-Qualified Employee Stock Benefit Plan or Non-Tax-Qualified Employee Stock Benefit Plan that are attributable to such persons shall not be counted.

(h) For purposes of the foregoing limitations and the determination of Subscription Rights, (i) directors, Officers and employees of the MHC, the Holding Company, the Savings Bank or their subsidiaries shall not be deemed to be Associates or a group Acting in Concert solely as a result of their capacities as such, (ii) shares purchased by Tax-Qualified Employee Stock Benefit Plans shall not be attributable to the individual trustees or beneficiaries of any such plan for purposes of determining compliance with the limitations set forth in Section 10(b) hereof, and (iii) shares purchased by a Tax-Qualified Employee Stock Benefit Plan pursuant to instructions of an individual in an account in such plan in which the individual has the right to direct the investment, including any plan of the Savings Bank qualified under Section 401(k) of the Code, shall be

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aggregated and included in that individual’s purchases and not attributed to the Tax-Qualified Employee Stock Benefit Plan.

(i) Subject to any required regulatory approval and the requirements of applicable laws and regulations, but without further approval of the Members or the resolicitation of subscribers, the Holding Company and the Savings Bank may increase or decrease any of the individual or aggregate purchase limitations set forth herein to a percentage which does not exceed 5% of the total offering of shares of Common Stock in the Offerings whether prior to, during or after the Subscription Offering, Community Offering and/or Syndicated Community Offering. If an individual purchase limitation is increased after commencement of the Subscription Offering or any other offering, the Holding Company and the Savings Bank shall permit any Person who subscribed for the maximum number of shares of Common Stock to purchase an additional number of shares, so that such Person shall be permitted to subscribe for the then maximum number of shares permitted to be subscribed for by such Person, subject to the rights and preferences of any Person who has priority Subscription Rights. If any of the individual or aggregate purchase limitations are decreased after commencement of the Subscription Offering or any other offering, the orders of any Person who subscribed for more than the new purchase limitation shall be decreased by the minimum amount necessary so that such Person shall be in compliance with the then maximum number of shares permitted to be subscribed for by such Person. In the event the maximum purchase limitation is increased to 5% of the shares sold in the Offerings, such limitation may be further increased to 9.99%, provided that orders for Common Stock sold in the Offerings shall not exceed in the aggregate 10% of the total shares of Common Stock sold in the Offerings.

(j) The Holding Company and the Savings Bank shall have the right to take all such action as they may, in their sole discretion, deem necessary, appropriate or advisable to monitor and enforce the terms, conditions, limitations and restrictions contained in this Section 10 and elsewhere in this Plan and the terms, conditions and representations contained in the Order Form, including, but not limited to, the absolute right (subject only to any necessary regulatory approvals or concurrences) to reject, limit or revoke acceptance of any subscription or order and to delay, terminate or refuse to consummate any sale of Common Stock that they believe might violate, or is designed to, or is any part of a plan to, evade or circumvent such terms, conditions, limitations, restrictions and representations. Any such action shall be final, conclusive and binding on all persons, and the MHC, the Holding Company and the Savings Bank and their respective Boards shall be free from any liability to any Person on account of any such action.

11. TIMING OF SUBSCRIPTION OFFERING; MANNER OF EXERCISING SUBSCRIPTION RIGHTS AND ORDER FORMS.

(a) The Offerings shall be conducted in compliance with the Securities Act of 1933, as amended and, to the extent applicable, Form OC. The Subscription Offering may be commenced concurrently with or at any time after the mailing of the Proxy Statement. The Subscription Offering may be closed before the Special Meeting, provided that the offer and sale of the Common Stock shall be conditioned upon the approval of the Plan by the Voting Members at the Special Meeting.

(b) The exact timing of the commencement of the Subscription Offering shall be determined by the Holding Company and the Savings Bank in consultation with the Independent Appraiser and any financial or advisory or investment banking firm retained by them in connection with the Reorganization. The Holding Company and the Savings Bank may consider a number of factors, including, but not limited to, their current and projected future earnings, local and national economic conditions, and the prevailing market for stocks in general and stocks of financial institutions in particular. The Holding Company and the Savings Bank shall have the right to withdraw, terminate, suspend, delay, revoke or modify any such Subscription Offering, at any

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time and from time to time, as they in their sole discretion may determine, without liability to any Person, subject to compliance with applicable securities laws and any necessary regulatory approval or concurrence.

(c) Promptly after the SEC has declared the Registration Statement, which includes the Prospectus, effective and all required regulatory approvals have been obtained, the Holding Company and the Savings Bank shall, distribute or make available the Prospectus, together with Order Forms for the purchase of Common Stock, to all Participants for the purpose of enabling them to exercise their respective Subscription Rights, subject to Section 13 hereof.

(d) A single Order Form for all Deposit Accounts maintained with the Savings Bank by an Eligible Account Holder and any Supplemental Eligible Account Holder may be furnished, irrespective of the number of Deposit Accounts maintained with the Savings Bank on the Eligibility Record Date and Supplemental Eligibility Record Date, respectively. No person holding a Subscription Right may exceed any otherwise applicable purchase limitation by submitting multiple orders for Common Stock. Multiple orders are subject to adjustment, as appropriate, on a pro rata basis and deposit balances will be divided equally among such orders in allocating shares in the event of an oversubscription.

(e) The recipient of an Order Form shall have no less than 20 days and no more than 45 days from the date of mailing of the Order Form (with the exact termination date to be set forth on the Order Form) to properly complete and execute the Order Form and deliver it to the Holding Company and the Savings Bank. The Holding Company and the Savings Bank may extend such period by such amount of time as they determine is appropriate. Failure of any Participant to deliver a properly executed Order Form to the Holding Company and the Savings Bank, along with full payment (or authorization for full payment by withdrawal) for the shares of Common Stock subscribed for, within the time limits prescribed, shall be deemed a waiver and release by such person of any rights to subscribe for shares of Common Stock. Each Participant shall be required to confirm to the Holding Company and the Savings Bank by executing an Order Form that such Person has fully complied with all of the terms, conditions, limitations and restrictions in the Plan.

(f) The Holding Company and the Savings Bank shall have the absolute right, in their sole discretion and without liability to any Participant or other Person, to reject any Order Form, including, but not limited to, any Order Form that is (i) improperly completed or executed; (ii) not timely received; (iii) not accompanied by the proper and full payment (or authorization of withdrawal for full payment) or, in the case of institutional investors in the Community Offering, not accompanied by an irrevocable order together with a legally binding commitment to pay the full amount of the purchase price before 48 hours before the completion of the Offerings; or (iv) submitted by a Person whose representations the Holding Company and the Savings Bank believe to be false or who they otherwise believe, either alone, or Acting in Concert with others, is violating, evading or circumventing, or intends to violate, evade or circumvent, the terms and conditions of the Plan. Furthermore, in the event Order Forms (i) are not delivered and are returned to the Savings Bank by the United States Postal Service or the Savings Bank is unable to locate the addressee, or (ii) are not mailed pursuant to a “no mail” order placed in effect by the account holder, the Subscription Rights of the Person to which such rights have been granted will lapse as though such Person failed to return the contemplated Order Form within the time period specified thereon. The Holding Company and the Savings Bank may, but will not be required to, waive any irregularity on any Order Form or may require the submission of corrected Order Forms or the remittance of full payment for shares of Common Stock by such date as they may specify. The interpretation of the Holding Company and the Savings Bank of the terms and conditions of the Order Forms shall be final and conclusive.

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12. PAYMENT FOR COMMON STOCK.

(a) Payment for shares of Common Stock subscribed for by Participants in the Subscription Offering and payment for shares of Common Stock ordered by Persons in the Community Offering shall be equal to the Initial Purchase Price multiplied by the number of shares that are being subscribed for or ordered, respectively. Such payment may be made in cash, if delivered in person, or by check, bank draft or money order at the time the Order Form is delivered to the Savings Bank, provided that checks will only be accepted subject to collection. The Savings Bank may, in its sole discretion, permit institutional investors to submit irrevocable orders together with the legally binding commitment for payment and to thereafter pay for such shares of common stock for which they subscribe in the community offering at any time prior to the 48 hours before the completion of the reorganization. The Savings Bank, in its sole and absolute discretion, may also elect to receive payment for shares of Common Stock by wire transfer. In addition, the Holding Company and the Savings Bank may elect to provide Participants and/or other Persons who have a Deposit Account with the Savings Bank the opportunity to pay for shares of Common Stock by authorizing the Savings Bank to withdraw from such Deposit Account an amount equal to the aggregate Initial Purchase Price of such shares. Payment may also be made by a Participant using funds held for such Participant’s benefit by a Savings Bank Benefit Plan to the extent that such plan allows participants or any related trust established for the benefit of such participants to direct that some or all of their individual accounts or sub-accounts be invested in Common Stock. If the Actual Purchase Price is less than the Initial Purchase Price, the Savings Bank shall refund the difference to all Participants and other Persons, unless the Holding Company and the Savings Bank choose to provide Participants and other Persons the opportunity on the Order Form to elect to have such difference applied to the purchase of additional whole shares of Common Stock. If the Actual Purchase Price is more than the Initial Purchase Price, the Savings Bank shall reduce the number of shares of Common Stock ordered by Participants and other Persons and refund any remaining amount that is attributable to a fractional share interest, unless the Savings Bank chooses to provide Participants and other Persons the opportunity to increase the Actual Purchase Price submitted by them.

(b) Notwithstanding the above, if the Tax-Qualified Employee Stock Benefit Plans subscribe for shares during the Subscription Offering, such plans will not be required to pay for the shares at the time they subscribe but rather may pay for such shares of Common Stock subscribed for by such plans at the Actual Purchase Price upon consummation of the Stock Offering, provided that, in the case of the employee stock ownership plan, there is in force from the time of its subscription until the consummation of the Stock Offering, a loan commitment to lend to the employee stock ownership plan, at such time, the aggregate price of the shares for which it subscribed.

(c) If a Participant or other Person authorizes the Savings Bank to withdraw the amount of the Initial Purchase Price from his or her Deposit Account, the Savings Bank shall have the right to make such withdrawal or to freeze funds equal to the aggregate Initial Purchase Price upon receipt of the Order Form. Notwithstanding any regulatory provisions regarding penalties for early withdrawals from certificate accounts, the Savings Bank may allow payment by means of withdrawal from certificate accounts without the assessment of such penalties. In the case of an early withdrawal of only a portion of such account, the certificate evidencing such account shall be canceled if any applicable minimum balance requirement ceases to be met. In such case, the remaining balance will earn interest at the regular passbook rate. However, where any applicable minimum balance is maintained in such certificate account, the rate of return on the balance of the certificate account shall remain the same as prior to such early withdrawal. This waiver of the early withdrawal penalty applies only to withdrawals made in connection with the purchase of Common Stock and is entirely within the discretion of the Holding Company and the Savings Bank.

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(d) The subscription funds will be held by the Savings Bank or, in the Savings Bank’s discretion, in an escrow account at an unaffiliated institution. The Holding Company shall pay interest, at not less than the Savings Bank’s passbook rate, for all amounts paid in cash, by check, bank draft or money order to purchase shares of Common Stock in the Subscription Offering and the Community Offering from the date payment is received until the date the Reorganization is completed or terminated.

(e) The Holding Company will not offer or sell any of the Common Stock proposed to be issued to any Person whose purchase would be financed by funds loaned, directly or indirectly, to the Person by the Savings Bank.

(f) Each share of Common Stock shall be non-assessable upon payment in full of the Actual Purchase Price.

13. ACCOUNT HOLDERS IN NONQUALIFIED STATES OR FOREIGN COUNTRIES.

The Holding Company and the Savings Bank shall make reasonable efforts to comply with the securities laws of all jurisdictions in the United States in which Participants reside. However, no Participant will be offered or receive any Common Stock under the Plan if such Participant resides in a foreign country or resides in a jurisdiction of the United States with respect to which any of the following apply: (a) there are few Participants otherwise eligible to subscribe for shares under this Plan who reside in such jurisdiction; (b) the granting of Subscription Rights or the offer or sale of shares of Common Stock to such Participants would require any of the Holding Company or the Savings Bank or their respective directors and Officers, under the laws of such jurisdiction, to register as a broker-dealer, salesman or selling agent or to register or otherwise qualify the Common Stock for sale in such jurisdiction, or any of the Holding Company or the Savings Bank would be required to qualify as a foreign corporation or file a consent to service of process in such jurisdiction; or (c) such registration, qualification or filing in the judgment of the Holding Company and the Savings Bank would be impracticable or unduly burdensome for reasons of cost or otherwise.

14. VOTING RIGHTS OF STOCKHOLDERS.

Following consummation of the Reorganization, voting rights with respect to the Savings Bank shall be held and exercised exclusively by the Holding Company as holder of all of the Savings Bank’s outstanding voting capital stock, voting rights with respect to the Holding Company shall be held and exercised exclusively by the holders of the Holding Company’s voting capital stock, and voting rights with respect to the MHC shall be held and exercised exclusively by its Members.

15. TRANSFER OF DEPOSIT ACCOUNTS.

Each Deposit Account in the Savings Bank at the time of the consummation of the Reorganization shall become, without further action by the holder, a Deposit Account in the Savings Bank equivalent in withdrawable amount to the withdrawal value (as adjusted to give effect to any withdrawal made for the purchase of Common Stock), and subject to the same terms and conditions (except as to voting and liquidation rights) as such Deposit Account in the Savings Bank immediately preceding consummation of the Reorganization. Holders of Deposit Accounts in the Savings Bank shall not, as such holders, have any voting rights.

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16. REQUIREMENTS FOLLOWING THE REORGANIZATION FOR REGISTRATION, MARKET MAKING AND STOCK EXCHANGE LISTING.

In connection with the Reorganization, the Holding Company shall register the Common Stock pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, and shall undertake not to deregister such stock for a period of three years thereafter. The Holding Company also shall use its best efforts to (i) encourage and assist a market maker to establish and maintain a market for the Common Stock, and (ii) list the Common Stock on a national or regional securities exchange or to have quotations for such stock disseminated on the Nasdaq Stock Market.

17. COMPLETION OF THE STOCK OFFERING.

The Offerings will be terminated if not completed within 90 days of the date of approval of the Plan by the OTS, unless the extension is approved by the OTS.

18. DIRECTORS AND OFFICERS OF THE SAVINGS BANK.

Each person serving as a director or Officer of the Savings Bank at the time of the adoption of the Plan of Reorganization shall continue to serve as a director or Officer of the Savings Bank for the balance of the term for which the person was elected prior to the adoption of the Plan of Reorganization, and until a successor is elected and qualified.

19. REQUIREMENTS FOR STOCK PURCHASES BY DIRECTORS AND OFFICERS FOLLOWING THE REORGANIZATION.

For a period of three years following the Reorganization, the directors and Officers of the Holding Company and the Savings Bank and their Associates may not purchase Common Stock, without the prior written approval of the OTS, except from a broker-dealer registered with the SEC. This prohibition shall not apply, however, to (i) a negotiated transaction involving more than 1% of the outstanding Common Stock, and (ii) purchases of stock made by and held by any Tax-Qualified Employee Stock Benefit Plan (and purchases of stock made by and held by any Non-Tax-Qualified Employee Stock Benefit Plan following the receipt of shareholder approval of such plan) even if such Common Stock may be attributable to individual Officers or directors and their Associates. The foregoing restriction on purchases of Common Stock shall be in addition to any restrictions that may be imposed by federal and state securities laws.

20. RESTRICTIONS ON TRANSFER OF STOCK.

All shares of Common Stock that are purchased by Persons other than directors and Officers of the Holding Company or the Savings Bank shall be transferable without restriction. Shares of Common Stock purchased by directors and Officers of the Holding Company or the Savings Bank and their Associates on original issue from the Holding Company (by subscription or otherwise) shall be subject to the restriction that such shares shall not be sold or otherwise disposed of for value for a period of one year following the date of purchase, except for any disposition of such shares following the death of the original purchaser. The shares of Common Stock issued by the Holding Company to such directors and Officers shall bear the following legend giving appropriate notice of such one-year restriction:

“The shares of stock evidenced by this Certificate are restricted as to transfer for a period of one year from the date of this Certificate pursuant to Part 575 of the Rules and Regulations of the Office of Thrift Supervision. These shares may not be transferred during such one-year period without a legal opinion of counsel for the Company that said transfer is permissible under the provisions of applicable law and regulation. This restrictive legend shall be deemed null and void after one year from the date of this Certificate.”

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In addition, the Holding Company shall give appropriate instructions to the transfer agent for the Holding Company with respect to the applicable restrictions relating to the transfer of restricted stock. Any shares issued at a later date as a stock dividend, stock split or otherwise with respect to any such restricted stock shall be subject to the same holding period restrictions as may then be applicable to such restricted stock. The foregoing restriction on transfer shall be in addition to any restrictions on transfer that may be imposed by federal and state securities laws.

21. TAX RULINGS OR OPINIONS.

Consummation of the Reorganization is conditioned upon prior receipt by the Holding Company and the Savings Bank of either a ruling or an opinion of counsel with respect to federal tax laws to the effect that consummation of the transactions contemplated hereby will not result in a taxable reorganization under the provisions of the applicable codes or otherwise result in any adverse tax consequences to the Holding Company and the Savings Bank or to account holders receiving Subscription Rights before or after the Reorganization, except in each case to the extent, if any, that Subscription Rights are deemed to have fair market value on the date such rights are issued.

22. STOCK COMPENSATION PLANS.

(a) The Holding Company and the Savings Bank are authorized to adopt Tax-Qualified Employee Stock Benefit Plans in connection with the Reorganization, including without limitation an employee stock ownership plan.

(b) Subsequent to the Reorganization, the Holding Company and the Savings Bank are authorized to adopt Non-Tax Qualified Employee Stock Benefit Plans, including without limitation, stock option plans and restricted stock plans, provided however that, with respect to any such plan, the total number of shares of common stock for which options may be granted and the total amount of common stock granted as restricted stock must not exceed the limitations set forth in Section 10 hereof. In addition, any such plan implemented during the one-year period subsequent to the date of consummation of the Reorganization: (i) shall be disclosed in the proxy solicitation materials for the Special Meeting of Members and in the Prospectus; (ii) in the case of stock option plans and employee recognition or grant plans, shall be submitted for approval by the holders of the Common Stock no earlier than six months following consummation of the Reorganization; and (iii) shall comply with all other applicable requirements of the OTS.

(c) Existing, as well as any newly-created, Tax-Qualified Employee Stock Benefit Plans may purchase shares of Common Stock in the Offerings, to the extent permitted by the terms of such benefit plans and this Plan.

(d) The Holding Company and the Savings Bank are authorized to enter into employment or severance agreements with their Officers.

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23. DIVIDEND AND REPURCHASE RESTRICTIONS ON STOCK.

The Holding Company may not declare or pay a cash dividend on its Common Stock if the effect thereof would cause the regulatory capital of the Savings Bank to be reduced below the amount required under § 567.2 of the OTS rules and regulations. Otherwise, the Holding Company may declare dividends or make other capital distributions in accordance with § 563b.520 of the OTS rules and regulations. Following completion of the Stock Offering, the Holding Company may repurchase its Common Stock consistent with § 563b.510 and § 563b.515 of the OTS rules and regulations relating to stock repurchases, as long as such repurchases do not cause the regulatory capital of the Savings Bank to be reduced below the amount required under the OTS rules and regulations. The MHC may from time to time purchase Common Stock of the Holding Company. Subject to any notice or approval requirements of the OTS under the OTS rules and regulations, the MHC may waive its right to receive dividends declared by the Holding Company.

24. EFFECTIVE DATE.

The effective date of the Reorganization shall be the date of the closing of the sale of all shares of Common Stock. The closing of the sale of all shares of Common Stock sold in the Offerings shall occur simultaneously and shall be conditioned upon the prior receipt of all requisite regulatory and other approvals.

25. AMENDMENT OR TERMINATION OF THE PLAN.

If deemed necessary or desirable by the Board of Directors of the Savings Bank, this Plan may be substantively amended, as a result of comments from regulatory authorities or otherwise, at any time before the solicitation of proxies from Members to vote on the Plan and at any time thereafter with the concurrence of the OTS. Any amendment to this Plan made after approval by the Members with the concurrence of the OTS shall not necessitate further approval by the Members unless otherwise required by the OTS. This Plan shall terminate if the sale of all shares of Common Stock is not completed within 24 months from the date of the Special Meeting. Before the Special Meeting, this Plan may be terminated by the Board of Directors of the Savings Bank without approval of the OTS. After the Special Meeting, the Board of Directors may terminate this Plan only with the concurrence of the OTS.

26. INTERPRETATION OF THE PLAN.

All interpretations of this Plan and application of its provisions to particular circumstances by a majority of each of the Boards of Directors of the Holding Company and Savings Bank shall be final, subject to the authority of the OTS.

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Exhibit A

Charter of Mutual Holding Company

FEDERAL MUTUAL HOLDING COMPANY CHARTER

FOR

FOX CHASE MHC

Section 1. Corporate title. The name of the mutual holding company is Fox Chase MHC (the “Mutual Company”).

Section 2. Duration. The duration of the Mutual Company is perpetual.

Section 3. Purpose and powers. The purpose of the Mutual Company is to pursue any or all of the lawful objectives of a federal mutual savings and loan holding company chartered under section 10(o) of the Home Owners’ Loan Act, 12 U.S.C. 1467a(o), and to exercise all of the express, implied, and incidental powers conferred thereby and all acts amendatory thereof and supplemental thereto, subject to the Constitution and laws of the United States as they are now in effect, or as they may hereafter be amended, and subject to all lawful and applicable rules, regulations, and orders of the Office of Thrift Supervision (the “OTS”).

Section 4. Capital. The Mutual Company shall have no capital stock.

Section 5. Members. All holders of the savings, demand or other authorized accounts of Fox Chase Bank (the “Bank”) are members of the Mutual Company. With respect to all questions requiring action by the members of the Mutual Company, each holder of an account in the Bank shall be permitted to cast one vote for each $100, or fraction thereof, of the withdrawal value of the member’s account. In addition, borrowers from the Bank as of November 12, 1997 shall be entitled to one vote for the period of time during which such borrowings are in existence. No member, however, shall cast more than one thousand votes. All accounts shall be nonassessable.

Section 6. Directors. The Mutual Company shall be under the direction of a board of directors. The authorized number of directors shall not be fewer than five nor more than fifteen, as fixed in the Mutual Company’s bylaws, except that the number of directors may be decreased to a number less than five or increased to a number greater than fifteen with the prior approval of the Director of the OTS or his or her delegate.

Section 7. Capital, surplus, and distribution of earnings. The Mutual Company shall distribute net earnings to account holders of the Bank on such basis and in accordance with such terms and conditions as may from time to time be authorized by the Director of the OTS; provided that the Mutual Company may establish minimum balance requirements for account holders to be eligible for distributions of earnings.

All holders of accounts of the Bank shall be entitled to equal distribution of assets of the Mutual Company, pro rata to the value of their accounts in the Bank, in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Mutual Company.

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Section 8. Amendment of Charter. Adoption of any preapproved charter amendment shall be effective after such preapproved amendment has been approved by the members at a legal meeting. Any other amendment, addition, change or repeal of this charter must be approved by the OTS prior to approval by the members at a legal meeting, and shall be effective upon filing with the OTS in accordance with regulatory procedures.

Attest:	FOX CHASE MHC
	By:
Jerry D. Holbrook		Thomas M. Petro
Secretary		President and Chief Executive Officer

Attest:	OFFICE OF THRIFT SUPERVISION
	By:
Secretary		Director

EFFECTIVE DATE:                                     , 2006

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Exhibit B

Bylaws of Mutual Holding Company

BYLAWS

OF

FOX CHASE MHC

1. Annual meeting of members. The annual meeting of the members of Fox Chase MHC (the “Mutual Company”) for the election of directors and for the transaction of any other business of the Mutual Company shall be held, as designated by the board of directors, at a location within the state that constitutes the principal place of business of the Mutual Company, or at any other convenient place the board of directors may designate, on a day and time that is within 150 days after the end of the Mutual Company’s fiscal year. At each annual meeting, the officers shall make a full report of the financial condition of the Mutual Company and of its progress for the preceding year and shall outline a program for the succeeding year. Annual meetings shall be conducted by the chairman of the annual meeting in accordance with the written procedures agreed to by the board of directors. These written procedures will be available to members at the meeting to which the procedures apply.

2. Special meetings of members. Special meetings of the members of the Mutual Company may be called at any time by the president or the majority of the board of directors and shall be called by the president or the secretary upon the written request of members of record, holding in the aggregate at least 10% or more of the voting capital of the Mutual Company. For purposes of this Section 2, “voting capital” shall mean the maximum number of votes eligible to be cast at a legal meeting of members as determined at the most recent practicable date. Such written request shall state the purpose of the meeting and shall be delivered at the principal place of business of the Mutual Company addressed to the chairman of the board. The business which may be brought before and acted upon at any special meeting shall be limited to those matters specified by the board of directors or, in the case of a special meeting called by the members pursuant to this Section 2, those matters specified by such members in the written request delivered to the chairman of the board or the secretary. Special meetings shall be conducted by the chairman of the special meeting in accordance with written procedures agreed to by the board of directors. These written procedures will be available to members at the meeting to which the procedures apply.

3. Notice of meeting of members. Notice of each annual or special meeting shall be either published once a week for the two successive calendar weeks (in each instance on any day of the week) immediately prior to the week in which such meeting shall convene, in a newspaper printed in the English language and of general circulation in the city or county in which the principal place of business of the Mutual Company is located, or mailed postage-prepaid at least 15 days and not more than 45 days prior to the date on which such meeting shall convene, to each of its members of record at the last address appearing on the books of the Mutual Company. Such notice shall state the name of the Mutual Company, the place of the meeting, the date and time when it shall convene, and the matters to be considered. A similar notice shall be posted in a conspicuous place in each of the offices of Fox Chase Bank (the “Bank”) during the 14 days immediately preceding the date on which such meeting shall convene. If any member, in person or by authorized attorney, shall waive in writing notice of any meeting of members, notice thereof need not be given to such member. When any meeting is adjourned for 30 days or more, notice of the adjournment and reconvening of the meeting shall be given as in the case of the original meeting.

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4. Fixing of record date. For the purpose of determining members entitled to notice of or to vote at any meeting of members or any adjournment thereof, or in order to make a determination of members for any other proper purpose, the board of directors shall fix in advance a record date for any such determination of members. Such date shall be not more than 60 days nor fewer than 10 days prior to the date on which the action, requiring such determination of members, is to be taken. The member entitled to participate in any such action shall be the member of record on the books of the Mutual Company on such record date. The number of votes which each member shall be entitled to cast at any meeting of the members shall be determined from the books of the Mutual Company as of such record date. Any member of such record date who ceases to be a member prior to such meeting shall not be entitled to vote at that meeting. The same determination shall apply to any adjourned meeting.

5. Member quorum. Any number of members present and voting, represented in person or by proxy, at a regular or special meeting of the members shall constitute a quorum. A majority of all votes cast at any meeting of the members shall determine any question, unless otherwise required by regulation. Directors, however, are elected by a plurality of the votes cast at an election of directors. At any adjourned meeting, any business may be transacted which might have been transacted at the meeting as originally called. Members present at a duly constituted meeting may continue to transact business until adjournment.

6. Voting by proxy. Voting at any annual or special meeting of the members may be by proxy pursuant to the rules and regulations of the Office of Thrift Supervision (the “OTS”), provided, that no proxies shall be voted at any meeting unless such proxies shall have been placed on file with the secretary of the Mutual Company, for verification, prior to the convening of such meeting. Proxies may be given telephonically or electronically as long as the holder uses a procedure for verifying the identity of the member. All proxies with a term greater than eleven months or solicited at the expense of the Mutual Company must run to the board of directors as a whole, or to a committee appointed by a majority of such board. Accounts held by an administrator, executor, guardian, conservator or receiver may be voted in person or by proxy by such person. Accounts held by a trustee may be voted by such trustee either in person or by proxy, in accordance with the terms of the trust agreement, but no trustee shall be entitled to vote accounts without a transfer of such accounts into the trustee name. Accounts held in trust in an IRA or Keogh Account, however, may be voted by the Mutual Company if no other instructions are received. Joint accounts shall be entitled to no more than 1,000 votes, and any owner may cast all the votes unless the Mutual Company has otherwise been notified in writing.

7. Communication between members. Communication between members shall be subject to any applicable rules or regulations of the OTS. No member, however, shall have the right to inspect or copy any portion of any books or records of the Mutual Company or the Bank containing: (i) a list of depositors in or borrowers from the Bank; (ii) their addresses; (iii) individual deposit or loan balances or records; or (iv) any data from which such information could reasonably be constructed.

8. Number of directors. The number of directors of the Mutual Company shall be eight (8), except where authorized by the OTS. Each director shall be a member of the Mutual Company. Directors shall be elected for periods of one to three years and until their successors

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are elected and qualified, but if a staggered board is chosen, provision shall be made for the election of approximately one-third or one-half of the board each year, as appropriate.

9. Meetings of the board. The board of directors shall meet at least quarterly at the principal place of business of the Mutual Company at an hour and date fixed by resolution of the board, provided that the place of meeting may be changed by the directors. Special meetings of the board may be held at any place specified in a notice of such meeting and shall be called by the secretary upon the written request of the chairman of the board or of three directors. All special meetings shall be held upon at least 24 hours written notice to each director unless notice is waived in writing before or after such meeting. Such notice shall state the place, date, time, and purposes of such meeting. A majority of the authorized directors shall constitute a quorum for the transaction of business. The act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board. Action may be taken without a meeting if unanimous written consent is obtained for such action.

Members of the board of directors may participate in meetings by means of conference telephone or in similar communications equipment by which all persons participating in the meeting can hear and speak to each other.

The meetings shall be under the direction of a chairman, appointed annually by the board, or in the absence of the chairman, the meetings shall be under the direction of another member designated by the Board. Regular and special meetings of the board shall be conducted in accordance with the rules determined by the chairman.

10. Officers, employees and agents. Annually at the meeting of the board of directors of the Mutual Company following the annual meeting of the members of the Mutual Company, the board of directors shall elect a president, one or more vice presidents, a secretary, and a treasurer or comptroller; Provided, that the offices of president and secretary may not be held by the same person and a vice president may also be the treasurer or comptroller. The board may appoint such additional officers, employees and agents as it may from time to time determine, including a chief executive officer. The board of directors may also designate the chairman of the board as an officer. The term of office of all officers shall be one year or until their respective successors are elected and qualified. Any officer may be removed at any time by the board with or without cause, but such removal, other than for cause, shall be without prejudice to the contractual rights, if any, of the person so removed. In the absence of designation from time to time of powers and duties by the board, the officers shall have such powers and duties as generally pertain to their respective offices.

11. Vacancies, resignation or removal of directors. Members of the Mutual Company shall elect directors by ballot: Provided, that in the event of a vacancy on the board between meetings of members, the board of directors may, by their affirmative vote, fill such vacancy, even if the remaining directors constitute less than a quorum. A director elected to fill a vacancy shall be elected to serve only until the next election of directors by the members. Any director may resign at any time by sending a written notice of such resignation to the office of the Mutual Company delivered to the secretary. Unless otherwise specified therein such resignation shall take effect upon receipt by the secretary. More than three consecutive absences from regular

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meetings of the board, unless excused by resolution of the board, shall automatically constitute a resignation, effective when such resignation is accepted by the board.

At a meeting of members called expressly for that purpose, directors or the entire board may be removed, only with cause, by a vote of the holders of a majority of the shares then entitled to vote at an election of directors.

12. Integrity of Directors. A person is not qualified to serve as director if he or she: (1) is under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year, or (2) is a person against whom a banking agency has, within the past ten years, issued a cease and desist order for conduct involving dishonesty or breach of trust and that order is final and not subject to appeal, or (3) has been found either by a regulatory agency whose decision is final and not subject to appeal or by a court to have (i) breached a fiduciary duty involving personal profit, or (ii) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency.

13. Powers of the board. The board of directors shall have the power:

(a) By resolution, to appoint from among its members and remove an executive committee, which committee shall have and may exercise the powers of the board between the meetings of the board, but no such committee shall have the authority of the board to amend the charter or bylaws, adopt a plan of merger, consolidation, dissolution, or provide for the disposition of all or substantially all of the property and assets of the Mutual Company. Such committee shall not operate to relieve the board, or any member thereof, of any responsibility imposed by law;

(b) To appoint and remove by resolution the members of such other committees as may be deemed necessary and prescribe the duties thereof;

(c) To fix the compensation of directors, officers, and employees; and to remove any officer or employee at any time with or without cause;

(d) To extend leniency and indulgence to borrowing members who are in distress and generally to compromise and settle any debts and claims;

(e) To limit payments on capital which may be accepted;

(f) To reject an application for an account or membership; and

(g) To exercise any and all of the powers of the Mutual Company not expressly reserved by the charter to the members.

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14. Execution of instruments, generally. All documents and instruments or writings of any nature shall be signed, executed, verified, acknowledged, and delivered by such officers, agents, or employees of the Mutual Company or any one of them and in such manner as from time to time may be determined by resolution of the board. All notes, drafts, acceptances, checks, endorsements, and all evidences of indebtedness of the Mutual Company whatsoever shall be signed by such officer or officers or such agent or agents of the Mutual Company and in such manner as the board may from time to time determine. Endorsements for deposit to the credit of the Mutual Company in any of its duly authorized depositories shall be made in such manner as the board may from time to time determine. Proxies to vote with respect to shares or accounts of other associations or stock of other corporations owned by, or standing in the name of, the Mutual Company may be executed and delivered from time to time on behalf of the Mutual Company by the president and the secretary of the Mutual Company or by any other persons so authorized by the board.

15. Nominating committee. The chairman, at least 30 days prior to the date of each annual meeting, shall appoint a nominating committee of three persons who are members of the Mutual Company. Such committee shall make nominations for directors in writing and deliver to the secretary such written nominations at least 15 days prior to the date of the annual meeting, which nominations shall then be posted in a prominent place in the principal place of business for the 15-day period prior to the date of the annual meeting, except in the case of a nominee substituted as a result of death or other incapacity. Provided such committee is appointed and makes such nominations, no nominations for directors except those made by the nominating committee shall be voted upon at the annual meeting unless other nominations by members are made in writing and delivered to the secretary of the Mutual Company at least 10 days prior to the date of the annual meeting, which nominations shall then be posted in a prominent place in the principal place of business for the 10-day period prior to the date of the annual meeting, except in the case of a nominee substituted as a result of death or other incapacity. Ballots bearing the names of all persons nominated by the nominating committee and by other members prior to the annual meeting shall be provided for use by the members at the annual meeting. If at any time the chairman shall fail to appoint such nominating committee, or the nominating committee shall fail or refuse to act at least 15 days prior to the annual meeting, nominations for directors may be made at the annual meeting by any member and shall be voted upon.

16. New business. Any new business to be taken up at the annual meeting, including any proposal to increase or decrease the number of directors of the Mutual Company, shall be stated in writing and filed with the secretary of the Mutual Company at least 30 days before the date of the annual meeting, and all business so stated, proposed, and filed shall be considered at the annual meeting; but no other proposal shall be acted upon at the annual meeting. Any member may make any other proposal at the annual meeting and the same may be discussed and considered; but unless stated in writing and filed with the secretary 30 days before the meeting, such proposal shall be laid over for action at an adjourned, special, or regular meeting of the members taking place at least 30 days thereafter. This provision shall not prevent the consideration and approval or disapproval at the annual meeting of the reports of officers and committees, but in connection with such reports no new business shall be acted upon at such annual meeting unless stated and filed as herein provided.

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17. Seal. The seal shall be two concentric circles between which shall be the name of the Mutual Company. The year of incorporation, the word “incorporated,” or an emblem may appear in the center.

18. Indemnification. The Mutual Company shall indemnify all officers, directors and employees of the Mutual Company, and their heirs, executors and administrators, to the fullest extent permitted under federal law against all expenses and liabilities reasonably incurred by them in connection with or arising out of any action, suit or proceeding in which they may be involved by reason of their having been a director or officer of the Mutual Company, whether or not they continue to be a director or officer at the time of incurring such expenses or liabilities, such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys’ fees and the cost of reasonable settlements.

19. Amendment. Adoption of any bylaw amendment pursuant to Section 544.5 of the OTS’s regulations, as long as consistent with applicable law, rules and regulations, and which adequately addresses the subject and purpose of the stated bylaw section, shall be effective after (i) approval of the amendment by a majority vote of the authorized board, or by a vote of the members of the Mutual Company at a legal meeting; and (ii) receipt of any applicable regulatory approval. When the Mutual Company fails to meet its quorum requirement, solely due to vacancies on the board, the bylaws may be amended by an affirmative vote of a majority of the sitting board.

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Exhibit C

Charter of Stock Holding Company

FEDERAL MHC SUBSIDIARY HOLDING COMPANY CHARTER

FOR

FOX CHASE BANCORP, INC.

Section 1. Corporate Title.

The full corporate title of the MHC subsidiary holding company is Fox Chase Bancorp, Inc. (the “Holding Company”).

Section 2. Domicile

The domicile of the Holding Company is in the City Hatboro, in the Commonwealth of Pennsylvania.

Section 3. Duration.

The duration of the Holding Company is perpetual.

Section 4. Purpose and Powers.

The purpose of the Holding Company is to pursue any or all of the lawful objectives of a federal mutual holding company chartered under Section 10(o) of the Home Owners’ Loan Act, 12 U.S.C. 1467a(o), and to exercise all the express, implied, and incidental powers conferred thereby and by all acts amendatory thereof and supplemental thereto, subject to the Constitution and laws of the United States as they are now in effect, or as they may hereafter be amended, and subject to all lawful and applicable rules, regulations, and orders of the Office of Thrift Supervision (“Office”).

Section 5. Capital Stock.

The total number of shares of all classes of the capital stock which the Holding Company has authority to issue is thirty-six million shares (36,000,000), of which thirty-five million shares (35,000,000) shall be common stock, par value $.01 per share, and of which one million shares (1,000,000) shall be preferred stock, par value $.01 per share. The shares may be issued from time to time as authorized by the Board of Directors without the approval of its shareholders except as otherwise provided in this Section 5 or to the extent that such approval is required by governing law, rule, or regulation. The consideration for the issuance of the shares shall be paid in full before their issuance and shall not be less than the par value. Neither promissory notes nor future services shall constitute payment or part payment for the issuance of shares of the Holding Company. The consideration for the shares shall be cash, tangible or intangible property (to the extent direct investment in such property would be permitted to the Holding Company), labor, or services actually performed for the Holding Company, or any combination of the foregoing. In the absence of actual fraud in the transaction, the value of such property, labor, or services, as determined by the Board of Directors of the Holding Company, shall be conclusive. Upon payment of such consideration, such shares shall be deemed to be fully paid

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and nonassessable. In the case of a stock dividend, that part of the retained earnings of the Holding Company that is transferred to common stock or paid-in capital accounts upon the issuance of shares as a stock dividend shall be deemed to be the consideration for their issuance.

Except for the initial offering of shares of the Holding Company, no shares of capital stock (including shares issuable upon conversion, exchange, or exercise of other securities) shall be issued, directly or indirectly, to officers, directors, or controlling persons (except for shares issued to the parent mutual holding company) of the Holding Company other than as part of a general public offering or as qualifying shares to a director, unless their issuance or the plan under which they would be issued has been approved by a majority of the total votes eligible to be cast at a legal meeting.

Nothing contained in this Section 5 (or in any supplementary sections hereto) shall entitle the holders of any class or series of capital stock to vote as a separate class or series or to more than one vote per share: Provided, that this restriction on voting separately by class or series shall not apply:

(i) To any provision which would authorize the holders of preferred stock, voting as a class or series, to elect some members of the Board of Directors, less than a majority thereof, in the event of default in the payment of dividends on any class or series of preferred stock;

(ii) To any provision which would require the holders of preferred stock, voting as a class or series, to approve the merger or consolidation of the Holding Company with another corporation or the sale, lease, or conveyance (other than by mortgage or pledge) of properties or business in exchange for securities of a corporation other than the Holding Company if the preferred stock is exchanged for securities of such other corporation: Provided, that no provision may require such approval for transactions undertaken with the assistance or pursuant to the direction of the Office or the Federal Deposit Insurance Corporation;

(iii) To any amendment which would adversely change the specific terms of any class or series of capital stock as set forth in this Section 5 (or in any supplementary sections hereto), including any amendment which would create or enlarge any class or series ranking prior thereto in rights and preferences. An amendment which increases the number of authorized shares of any class or series of capital stock, or substitutes the surviving corporation in a merger or consolidation for the Holding Company, shall not be considered to be such an adverse change.

A description of the different classes and series (if any) of the Holding Company’s capital stock and a statement of the designations, and the relative rights, preferences, and limitations of the shares of each class of and series (if any) of capital stock are as follows:

A. Common Stock. Except as provided in this Section 5 (or in any supplementary sections thereto) the holders of the common stock shall exclusively possess all

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voting power. Each holder of shares of common stock shall be entitled to one vote for each share held by each holder and there shall be no right to cumulate votes in an election of directors.

Whenever there shall have been paid, or declared and set aside for payment, to the holders of the outstanding shares of any class of stock having preference over the common stock as to the payment of dividends, the full amount of dividends and of sinking fund, retirement fund, or other retirement payments, if any, to which such holders are respectively entitled in preference to the common stock, then dividends may be paid on the common stock and on any class or series of stock entitled to participate therewith as to dividends out of any assets legally available for the payment of dividends.

In the event of any liquidation, dissolution, or winding up of the Holding Company, the holders of the common stock (and the holders of any class or series of stock entitled to participate with the common stock in the distribution of assets) shall be entitled to receive, in cash or in kind, the assets of the Holding Company available for distribution remaining after: (i) payment or provision for payment of the Holding Company’s debts and liabilities; (ii) distributions or provision for distributions in settlement of a liquidation account; and (iii) distributions or provisions for distributions to holders of any class or series of stock having preference over the common stock in the liquidation, dissolution, or winding up of the Holding Company. Each share of common stock shall have the same relative rights as and be identical in all respects with all the other shares of common stock.

B. Preferred Stock. The Holding Company may provide in supplementary sections to its charter for one or more classes of preferred stock, which shall be separately identified. The shares of any class may be divided into and issued in series, with each series separately designated so as to distinguish the shares thereof from the shares of all other series and classes. The terms of each series shall be set forth in a supplementary section to the charter. All shares of the same class shall be identical except as to the following relative rights and preferences, as to which there may be variations between different series:

(a) The distinctive serial designation and the number of shares constituting such series;

(b) The dividend rate or the amount of dividends to be paid on the shares of such series, whether dividends shall be cumulative and, if so, from which date(s) the payment date(s) for dividends, and the participating or other special rights, if any, with respect to dividends;

(c) The voting powers, full or limited, if any, of the shares of such series;

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(d) Whether the shares of such series shall be redeemable and, if so, the price(s) at which, and the terms and conditions on which, such shares may be redeemed;

(e) The amount(s) payable upon the shares of such series in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Holding Company;

(f) Whether the shares of such series shall be entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of such shares, and if so entitled, the amount of such fund and the manner of its application, including the price(s) at which such shares may be redeemed or purchased through the application of such fund;

(g) Whether the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes of stock of the Holding Company and, if so, the conversion price(s) or the rate(s) of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;

(h) The price or other consideration for which the shares of such series shall be issued; and

(i) Whether the shares of such series which are redeemed or converted shall have the status of authorized but unissued shares of serial preferred stock and whether such shares may be reissued as shares of the same or any other series of serial preferred stock.

Each share of each series of serial preferred stock shall have the same relative rights as and be identical in all respects with all the other shares of the same series.

The Board of Directors shall have authority to divide, by the adoption of supplementary charter sections, any authorized class of preferred stock into series, and, within the limitations set forth in this section and the remainder of this charter, fix and determine the relative rights and preferences of the shares of any series so established.

Prior to the issuance of any preferred shares of a series established by a supplementary charter section adopted by the Board of Directors, the Holding Company shall file with the Secretary to the Office a dated copy of that supplementary section of this charter establishing and designating the series and fixing and determining the relative rights and preferences thereof.

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Section 6. Certain Provisions Applicable for Five Years.

Notwithstanding anything contained in the Holding Company’s charter or bylaws to the contrary, for a period of five years from the date of an initial minority stock offering of shares of common stock of the Holding Company, the following provisions shall apply:

A. Beneficial Ownership Limitation. No person other than Fox Chase MHC shall directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10 percent of any class of an equity security of the Holding Company. This limitation shall not apply to a transaction in which the Holding Company forms a holding company in conjunction with conversion, or thereafter, if such formation is without change in the respective beneficial ownership interests of the Holding Company’s shareholders other than pursuant to the exercise of any dissenter and appraisal rights, the purchase of shares by underwriters in connection with a public offering, or the purchase of shares by a tax-qualified employee stock benefit plan which is exempt from the approval requirements under Section 574.3(c)(1)(vi) of the Office’s Regulations.

In the event shares are acquired in violation of this Section 6, all shares beneficially owned by any person in excess of 10 percent shall be considered “excess shares” and shall not be counted as shares entitled to vote and shall not be voted by any person or counted as voting shares in connection with any matters submitted to the shareholders for a vote.

For purposes of this Section 6, the following definitions apply:

(i) The term “person” includes an individual, a group acting in concert, a corporation, a partnership, an association, a joint stock company, a trust, any unincorporated organization or similar company, a syndicate or any other group formed for the purpose of acquiring, holding or disposing of the equity securities of the Holding Company.

(ii) The term “offer” includes every offer to buy or otherwise acquire, solicitation of an offer to sell, tender offer for, or request or invitation for tenders of, a security or interest in a security for value.

(iii) The term “acquire” includes every type of acquisition, whether effected by purchase, exchange, operation of law or otherwise.

(iv) The term “acting in concert” means (a) knowing participation in a joint activity or conscious parallel action towards a common goal whether or not pursuant to an express agreement, or (b) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangements, whether written or otherwise.

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B. Call for Special Meetings. Special meetings of shareholders relating to changes in control of the Holding Company or amendments to its charter shall be called only at the direction of the Board of Directors.

Section 7. Preemptive Rights.

Holders of the capital stock of the Holding Company are not entitled to preemptive rights with respect to any shares of the Holding Company which may be issued.

Section 8. Directors.

The Holding Company shall be under the direction of a Board of Directors. The authorized number of directors, as stated in the Holding Company’s bylaws, shall not be fewer than five nor more than 15 except when a greater or lesser number is approved by the Director of the Office, or his or her delegate.

Section 9. Amendment of Charter.

Except as provided in Section 5, no amendment, addition, alteration, change, or repeal of this charter shall be made, unless such is proposed by the Board of Directors of the Holding Company, approved by the shareholders by a majority of the votes eligible to be cast at a legal meeting, unless a higher vote is otherwise is required, and approved or preapproved by the Office.

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Attest:	FOX CHASE BANCORP, INC.
	By:
Jerry D. Holbrook		Thomas M. Petro
Secretary		President and Chief Executive Officer

Attest:	OFFICE OF THRIFT SUPERVISION
	By:
Secretary		Director

EFFECTIVE DATE:                                     , 2006

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Exhibit D

Bylaws of Stock Holding Company

BYLAWS

OF

FOX CHASE BANCORP, INC.

ARTICLE I. Home Office

The home office of Fox Chase Bancorp (the “Subsidiary Holding Company”) is 4390 Davisville Road, in the City of Hatboro, in the County of Montgomery, in the Commonwealth of Pennsylvania.

ARTICLE II. Shareholders

Section l. Place of Meetings. All annual and special meetings of shareholders shall be held at the home office of the Subsidiary Holding Company or at such other convenient place as the board of directors may determine.

Section 2. Annual Meeting. A meeting of the shareholders of the Subsidiary Holding Company for the election of directors and for the transaction of any other business of the Subsidiary Holding Company shall be held annually within 150 days after the end of the Subsidiary Holding Company’s fiscal year on such date as the board of directors may determine.

Section 3. Special Meetings. Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by the regulations of the Office of Thrift Supervision (“Office”) or the Federal MHC Subsidiary Holding Company Charter, may be called at any time by the chairman of the board, the president or a majority of the board of directors, and shall be called by the chairman of the board, the president or the secretary upon the written request of the holders of not less than one-tenth of all of the outstanding capital stock of the Subsidiary Holding Company entitled to vote at the meeting. Such written request shall state the purpose or purposes of the meeting and shall be delivered to the home office of the Subsidiary Holding Company addressed to the chairman of the board, the president or the secretary.

Section 4. Conduct of Meetings. Annual and special meetings shall be conducted by the person designated by the board of directors to preside at such meetings in accordance with the written procedures agreed to by the board of directors. The board of directors shall designate, when present, either the chairman of the board or such other person as designated by the board of directors to preside at such meetings. These written procedures will be available to stockholders at the annual or special meeting to which the procedures apply.

Section 5. Notice of Meetings. Written notice stating the place, day and hour of the meeting and the purpose(s) for which the meeting is called shall be delivered not fewer than 20 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the chairman of the board, the president, the secretary or the directors calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the mail, addressed to the shareholder at the address as it appears on the stock transfer books or records of the Subsidiary Holding Company as of the record date prescribed in Section 6 of this Article II, with postage prepaid. When any

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shareholders’ meeting, either annual or special, is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. It shall not be necessary to give any notice of the time and place of any meeting adjourned for less than 30 days or of the business to be transacted at the meeting, other than an announcement at the meeting at which such adjournment is taken.

Section 6. Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors shall fix in advance a date as the record date for any such determination of shareholders. Such date in any case shall be not more than 60 days and, in case of a meeting of shareholders, not fewer than 10 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment.

Section 7. Voting Lists. At least 20 days before each meeting of the shareholders, the officer or agent having charge of the stock transfer books for shares of the Subsidiary Holding Company shall make a complete list of the shareholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address and the number of shares held by each. This list of shareholders shall be kept on file at the home office of the Subsidiary Holding Company and shall be subject to inspection by any shareholder of record or the shareholder’s agent at any time during usual business hours, for a period of 20 days prior to such meeting. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder of record or the shareholder’s agent during the entire time of the meeting. The original stock transfer book shall constitute prima facie evidence of the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

In lieu of making the shareholder list available for inspection by shareholders as provided in the preceding paragraph, the board of directors may elect to follow the procedures prescribed in §552.6(d) of the Office’s regulations as now or hereafter in effect.

Section 8. Quorum. A majority of the outstanding shares of the Subsidiary Holding Company entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to constitute less than a quorum. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number of shareholders voting together or voting by classes is required by law or the charter of the Subsidiary Holding Company. Directors, however, are elected by a plurality of the votes cast at an election of directors.

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Section 9. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney in fact. Proxies may be given telephonically or electronically as long as the holder uses a procedure for verifying the identity of the shareholder. Proxies solicited on behalf of the management shall be voted as directed by the shareholder or, in the absence of such direction, as determined by a majority of the board of directors. No proxy shall be valid more than eleven months from the date of its execution except for a proxy coupled with an interest.

Section 10. Voting of Shares in the Name of Two or More Persons. When ownership stands in the name of two or more persons, in the absence of written directions to the Subsidiary Holding Company to the contrary, at any meeting of the shareholders of the Subsidiary Holding Company any one or more of such shareholders may cast, in person or by proxy, all votes to which such ownership is entitled. In the event an attempt is made to cast conflicting votes, in person or by proxy, by the several persons in whose names shares of stock stand, the vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such and present in person or by proxy at such meeting, but no votes shall be cast for such stock if a majority cannot agree.

Section 11. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by any officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. Shares held by an administrator, executor, guardian, or conservator may be voted by him or her, either in person or by proxy, without a transfer of such shares into his or her name. Shares standing in the name of a trustee may be voted by him or her, either in person or by proxy, but no trustee shall be entitled to vote shares held by him or her without a transfer of such shares into his or her name. Shares held in trust in an IRA or Keogh Account, however, may be voted by the Subsidiary Holding Company if no other instructions are received. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his or her name if authority to do so is contained in an appropriate order of the court or other public authority by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Subsidiary Holding Company nor shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Subsidiary Holding Company, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 12. Inspectors of Election. In advance of any meeting of shareholders, the board of directors may appoint any persons other than nominees for office as inspectors of election to act at such meeting or any adjournment. The number of inspectors shall be either one or three.

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Any such appointment shall not be altered at the meeting. If inspectors of election are not so appointed, the chairman of the board or the president may, or on the request of not fewer than 10 percent of the votes represented at the meeting shall, make such appointment at the meeting. If appointed at the meeting, the majority of the votes present shall determine whether one or three inspectors are to be appointed. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the board of directors in advance of the meeting, or at the meeting by the chairman of the board or the president.

Unless otherwise prescribed by regulations of the Office, the duties of such inspectors shall include: determining the number of shares and the voting power of each share, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies; receiving votes, ballots, or consents; hearing and determining all challenges and questions in any way arising in connection with the rights to vote; counting and tabulating all votes or consents; determining the result; and such acts as may be proper to conduct the election or vote with fairness to all shareholders.

Section 13. Nominating Committee. The board of directors shall appoint a nominating committee of the board, consisting of not less than three members of the board of directors. Except in the case of a nominee substituted as a result of the death or other incapacity of a management nominee, the nominating committee shall deliver written nominations to the secretary at least 20 days prior to the date of the annual meeting. Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Subsidiary Holding Company. No nominations for directors except those made by the nominating committee shall be voted upon at the annual meeting unless other nominations by shareholders are made in writing and delivered to the secretary of the Subsidiary Holding Company at least 30 days prior to the date of the annual meeting; provided, however, that in the event that less than 40 days notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder must be received not later than the close of business on the 10th day following the day on which notice of the date of the annual meeting was mailed or such public disclosure was made. Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Subsidiary Holding Company. Ballots bearing the names of all persons nominated by the nominating committee and by shareholders shall be provided for use at the annual meeting. However, if the nominating committee shall fail or refuse to act at least 20 days prior to the annual meeting, nominations for directors may be made at the annual meeting by any shareholder entitled to vote and shall be voted upon.

Section 14. New Business. Any new business to be taken up at the annual meeting shall be stated in writing and filed with the secretary at least 30 days before the date of the annual meeting; provided, however, that in the event that less than 40 days notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder must be received not later than the close of business on the 10th day following the day on which notice of the date of the annual meeting was mailed or such public disclosure was made, and all other business so stated, proposed and filed shall be considered at the annual meeting so long as such business relates to a proper subject matter for shareholder action; but no other proposal shall be acted upon at the annual meeting. Any shareholder may make any other proposal at the annual meeting and the same may be discussed and considered, but unless stated in writing and filed with the secretary at least 30 days before the meeting, such proposal shall be laid over for action at an adjourned, special or annual meeting of the shareholders taking place 30 days or

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more thereafter. A shareholder’s notice to the secretary shall set forth as to each matter the shareholder proposed to bring before the annual meeting (a) a brief description of the proposal desired to be brought before the annual meeting and (b) the name and address of such shareholder and the class and number of shares of the Subsidiary Holding Company which are owned of record or beneficially by such shareholder. This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors and committees; but in connection with such reports, no new business shall be acted upon at such annual meeting unless stated and filed as herein provided.

Section 15. Informal Action by Shareholders. Any action required to be taken at a meeting of shareholders, or any other action which may be taken at a meeting of shareholders, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be given by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III. Board of Directors

Section l. General Powers. The business and affairs of the Subsidiary Holding Company shall be under the direction of its board of directors. The board of directors shall annually elect a chairman of the board from among its members and, when present, the chairman of the board shall preside at its meetings. If the chairman of the board is not present, the board shall select one of its members to preside at its meeting.

Section 2. Number and Term. The board of directors shall consist of eight (8) members and shall be divided into three classes as nearly equal in number as possible. The members of each class shall be elected for a term of three years and until their successors are elected and qualified. One class shall be elected by ballot annually.

Section 3. Regular Meetings. A regular meeting of the board of directors shall be held without other notice than this bylaw following the annual meeting of shareholders. The board of directors may provide, by resolution, the time and place, for the holding of additional regular meetings without other notice than such resolution. Directors may participate in a meeting by means of a conference telephone or similar communications device through which all persons participating can hear each other at the same time. Participation by such means shall constitute presence in person for all purposes.

Section 4. Qualification. Each director shall at all times be the beneficial owner of not less than 100 shares of capital stock of the Subsidiary Holding Company unless the Subsidiary Holding Company is a wholly owned subsidiary of a holding company.

Section 5. Special Meetings. Special meetings of the board of directors may be called by or at the request of the chairman of the board or by one-third of the directors. The persons authorized to call special meetings of the board of directors may fix any place as the place for holding any special meeting of the board of directors called by such persons.

Members of the board of directors may participate in special meetings by means of conference telephone or similar communications equipment by which all persons participating in

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the meeting can hear and speak to each other. Such participation shall constitute presence in person for all purposes.

Section 6. Notice. Written notice of any special meeting shall be given to each director at least 24 hours prior thereto when delivered personally or by telegram or at least five days prior thereto when delivered by mail at the address at which the director is most likely to be reached. Such notice shall be deemed to be delivered when deposited in the mail so addressed, with postage prepaid if mailed, when delivered to the telegraph company if sent by telegram, or when the Subsidiary Holding Company receives notice of delivery if electronically transmitted. Any director may waive notice of any meeting by a writing filed with the secretary. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

Section 7. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the board of directors; but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time. Notice of any adjourned meeting shall be given in the same manner as prescribed by Section 6 of this Article III.

Section 8. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless a greater number is prescribed by regulation of the Office or by these bylaws.

Section 9. Action Without a Meeting. Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 10. Resignation. Any director may resign at any time by sending a written notice of such resignation to the home office of the Subsidiary Holding Company addressed to the chairman of the board. Unless otherwise specified, such resignation shall take effect upon receipt by the chairman of the board. More than three consecutive absences from regular meetings of the board of directors, unless excused by resolution of the board of directors, shall automatically constitute a resignation, effective when such resignation is accepted by the board of directors.

Section 11. Vacancies. Any vacancy occurring on the board of directors may be filled by the affirmative vote of a majority of the remaining directors, although less than a quorum of the board of directors. A director elected to fill a vacancy shall be elected to serve only until the next election of directors by the shareholders. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the board of directors for a term of office continuing only until the next election of directors by the shareholders.

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Section 12. Compensation. Directors, as such, may receive compensation for their services. By resolution of the board of directors, a reasonable fixed sum, and reasonable expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board of directors. Members of either standing or special committees may be allowed such compensation for attendance at committee meetings as the board of directors may determine.

Section 13. Presumption of Assent. A director of the Subsidiary Holding Company who is present at a meeting of the board of directors at which action on any Subsidiary Holding Company matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention shall be entered in the minutes of the meeting or unless he or she shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Subsidiary Holding Company within five days after the date a copy of the minutes of the meeting is received. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 14. Removal of Directors. At a meeting of shareholders called expressly for that purpose, any director may be removed only for cause by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of the shares of any class are entitled to elect one or more directors by the provisions of the charter or supplemental sections thereto, the provisions of this section shall apply, in respect to the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to the vote of the outstanding shares as a whole.

Section 15. Integrity of Directors. A person is not qualified to serve as director if he or she: (1) is under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year, or (2) is a person against who a banking agency has, within the past ten years, issued a cease and desist order for conduct involving dishonesty or breach of trust and that order is final and not subject to appeal, or (3) has been found either by a regulatory agency whose decision is final and not subject to appeal or by a court to have (i) breached a fiduciary duty involving personal profit or (ii) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency.

ARTICLE IV. Executive and Other Committees

Section l. Appointment. The board of directors, by resolution adopted by a majority of the full board, may designate the chief executive officer and two or more of the other directors to constitute an executive committee. The designation of any committee pursuant to this Article IV and the delegation of authority shall not operate to relieve the board of directors, or any director, of any responsibility imposed by law or regulation.

Section 2. Authority. The executive committee, when the board of directors is not in session, shall have and may exercise all of the authority of the board of directors except to the extent, if any, that such authority shall be limited by the resolution appointing the executive

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committee; and except also that the executive committee shall not have the authority of the board of directors with reference to: the declaration of dividends; the amendment of the charter or bylaws of the Subsidiary Holding Company, or recommending to the shareholders a plan of merger, consolidation, or conversion; the sale, lease or other disposition of all or substantially all of the property and assets of the Subsidiary Holding Company otherwise than in the usual and regular course of its business; a voluntary dissolution of the Subsidiary Holding Company; a revocation of any of the foregoing; or the approval of a transaction in which any member of the executive committee, directly or indirectly, has any material beneficial interest.

Section 3. Tenure. Subject to the provisions of Section 8 of this Article IV, each member of the executive committee shall hold office until the next regular annual meeting of the board of directors following his or her designation and until a successor is designated as a member of the executive committee.

Section 4. Meetings. Regular meetings of the executive committee may be held without notice at such times and places as the executive committee may fix from time to time by resolution. Special meetings of the executive committee may be called by any member thereof upon not less than one day’s notice stating the place, date and hour of the meeting, which notice may be written or oral. Any member of the executive committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the executive committee need not state the business proposed to be transacted at the meeting.

Section 5. Quorum. A majority of the members of the executive committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the executive committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.

Section 6. Action Without a Meeting. Any action required or permitted to be taken by the executive committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the executive committee.

Section 7. Vacancies. Any vacancy in the executive committee may be filled by a resolution adopted by a majority of the full board of directors.

Section 8. Resignations and Removal. Any member of the executive committee may be removed at any time with or without cause by resolution adopted by a majority of the full board of directors. Any member of the executive committee may resign from the executive committee at any time by giving written notice to the president or secretary of the Subsidiary Holding Company. Unless otherwise specified, such resignation shall take effect upon its receipt; the acceptance of such resignation shall not be necessary to make it effective.

Section 9. Procedure. The executive committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these

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bylaws. It shall keep regular minutes of its proceedings and report the same to the board of directors for its information at the meeting held next after the proceedings shall have occurred.

Section 10. Other Committees. The board of directors may by resolution establish an audit, loan, or other committees composed of directors as they may determine to be necessary or appropriate for the conduct of the business of the Subsidiary Holding Company and may prescribe the duties, constitution and procedures thereof.

ARTICLE V. Officers

Section l. Positions. The officers of the Subsidiary Holding Company shall be a chief executive officer, a president, one or more vice presidents, a secretary and a treasurer or comptroller, each of whom shall be elected by the board of directors. The board of directors may also designate the chairman of the board as an officer. The offices of the secretary and treasurer or comptroller may be held by the same person and a vice president may also be either the secretary or the treasurer or comptroller. The board of directors may designate one or more vice presidents as executive vice president or senior vice president. The board of directors may also elect or authorize the appointment of such other officers as the business of the Subsidiary Holding Company may require. The officers shall have such authority and perform such duties as the board of directors may from time to time authorize or determine. In the absence of action by the board of directors, the officers shall have such powers and duties as generally pertain to their respective offices.

Section 2. Election and Term of Office. The officers of the Subsidiary Holding Company shall be elected annually at the first meeting of the board of directors held after each annual meeting of the shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as possible. Each officer shall hold office until a successor has been duly elected and qualified or until the officer’s death, resignation or removal in the manner hereinafter provided. Election or appointment of an officer, employee, or agent shall not of itself create contractual rights. The board of directors may authorize the Subsidiary Holding Company to enter into an employment contract with any officer in accordance with regulations of the Office; but no such contract shall impair the right of the board of directors to remove any officer at any time in accordance with Section 3 of this Article V.

Section 3. Removal. Any officer may be removed by the board of directors whenever in its judgment the best interests of the Subsidiary Holding Company will be served thereby, but such removal, other than for cause, shall be without prejudice to the contractual rights, if any, of the person so removed.

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term.

Section 5. Remuneration. The remuneration of the officers shall be fixed from time to time by the board of directors by employment contracts or otherwise.

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ARTICLE VI. Contracts, Loans, Checks and Deposits

Section l. Contracts. To the extent permitted by regulations of the Office, and except as otherwise prescribed by these bylaws with respect to certificates for shares, the board of directors may authorize any officer, employee, or agent of the Subsidiary Holding Company to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Subsidiary Holding Company. Such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Subsidiary Holding Company and no evidence of indebtedness shall be issued in its name unless authorized by the board of directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Subsidiary Holding Company shall be signed by one or more officers, employees or agents of the Subsidiary Holding Company in such manner as shall from time to time be determined by the board of directors.

Section 4. Deposits. All funds of the Subsidiary Holding Company not otherwise employed shall be deposited from time to time to the credit of the Subsidiary Holding Company in any duly authorized depositories as the board of directors may select.

ARTICLE VII. Certificates for Shares and Their Transfer

Section l. Certificates for Shares. Certificates representing shares of capital stock of the Subsidiary Holding Company shall be in such form as shall be determined by the board of directors and approved by the Office. Such certificates shall be signed by the chief executive officer or by any other officer of the Subsidiary Holding Company authorized by the board of directors, attested by the secretary or an assistant secretary, and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar other than the Subsidiary Holding Company itself or one of its employees. Each certificate for shares of capital stock shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Subsidiary Holding Company. All certificates surrendered to the Subsidiary Holding Company for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares has been surrendered and cancelled, except that in case of a lost or destroyed certificate, a new certificate may be issued upon such terms and indemnity to the Subsidiary Holding Company as the board of directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of capital stock of the Subsidiary Holding Company shall be made only on its stock transfer books. Authority for such transfer shall be given only by the holder of record or by his or her legal representative, who shall furnish proper evidence of such authority, or by his or her attorney authorized by a duly executed power of attorney and filed with the Subsidiary Holding Company. Such transfer shall be made only on surrender for cancellation of the certificate for such shares. The person in whose name shares of

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capital stock stand on the books of the Subsidiary Holding Company shall be deemed by the Subsidiary Holding Company to be the owner for all purposes.

ARTICLE VIII. Fiscal Year

The fiscal year of the Subsidiary Holding Company shall end on December 31 of each year. The appointment of accountants shall be subject to annual ratification by the shareholders.

ARTICLE IX. Dividends

Subject to the terms of the Subsidiary Holding Company’s charter and the regulations and orders of the Office, the board of directors may, from time to time, declare, and the Subsidiary Holding Company may pay, dividends on its outstanding shares of capital stock.

ARTICLE X. Corporate Seal

The board of directors shall provide a Subsidiary Holding Company seal, which shall be two concentric circles between which shall be the name of the Subsidiary Holding Company. The year of incorporation or an emblem may appear in the center.

ARTICLE XI. Amendments

These bylaws may be amended in a manner consistent with regulations of the Office and shall be effective after: (i) approval of the amendment by a majority vote of the authorized board of directors, or by a majority vote of the votes cast by the shareholders of the Subsidiary Holding Company at any legal meeting, and (ii) receipt of any applicable regulatory approval. When the Subsidiary Holding Company fails to meet its quorum requirements, solely due to vacancies on the board, then the affirmative vote of a majority of the sitting board will be required to amend the bylaws.

ARTICLE XII. Indemnification

The Subsidiary Holding Company shall indemnify all officers, directors and employees of the Subsidiary Holding Company, and their heirs, executors and administrators, to the fullest extent permitted under federal law against all expenses and liabilities reasonably incurred by them in connection with or arising out of any action, suit or proceeding in which they may be involved by reason of their having been a director or officer of the Subsidiary Holding Company, whether or not they continue to be a director or officer at the time of incurring such expenses or liabilities, such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys’ fees and the cost of reasonable settlements.

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Exhibit E

Charter of Stock Bank

FEDERAL STOCK CHARTER

OF

FOX CHASE BANK

Section 1. Corporate Title. The full corporate title of the savings bank is Fox Chase Bank (the “Bank”).

Section 2. Office. The home office shall be located in the City of Hatboro, Pennsylvania.

Section 3. Duration. The duration of the Bank is perpetual.

Section 4. Purpose and Powers. The purpose of the Bank is to pursue any or all of the lawful objectives of a Federal savings bank chartered under section 5 of the Home Owners’ Loan Act and to exercise all of the express, implied, and incidental powers conferred thereby and by all acts amendatory thereof and supplemental thereto, subject to the Constitution and laws of the United States as they are now in effect, or as they may hereafter be amended, and subject to all lawful and applicable rules, regulations, and orders of the Office of Thrift Supervision (the “Office”).

Section 5. Capital Stock. The total number of shares of all classes of the capital stock that the Bank has the authority to issue is five thousand (5,000), of which four (4,000) shares shall be common stock, par value $1.00 per share, and of which one thousand (1,000) shares shall be serial preferred stock, par value $1.00 per share. The shares may be issued from time to time as authorized by the Board of Directors without further approval of the shareholders, except as otherwise provided in this Section 5 or to the extent that such approval is required by governing law, rule, or regulation. The consideration for the issuance of the shares shall be paid in full before their issuance and shall not be less than the par value. Neither promissory notes nor future services shall constitute payment or part payment for the issuance of shares of the Bank. The consideration for the shares shall be cash, tangible or intangible property (to the extent direct investment in such property would be permitted), labor, or services actually performed for the Bank, or any combination of the foregoing. In the absence of actual fraud in the transaction, the value of such property, labor, or services, as determined by the Board of Directors of the Bank, shall be conclusive. Upon payment of such consideration, such shares shall be deemed to be fully paid and nonassessable. In the case of a stock dividend, that part of the retained earnings of the Bank that is transferred to common stock or paid-in capital accounts upon the issuance of shares as a stock dividend shall be deemed to be the consideration for their issuance.

Except for the shares issued in the initial organization of the Bank or in connection with the conversion of the Bank from the mutual to stock form of capitalization, no shares of capital stock (including shares issuable upon conversion, exchange or exercise of other securities) shall be issued, directly or indirectly, to officers, directors, or controlling persons of the Bank other than as part of a general public offering or as qualifying shares to a director, unless their

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issuance or the plan under which they would be issued has been approved by a majority of the total votes eligible to be cast at a legal meeting.

Nothing contained in this Section 5 (or in any supplementary sections hereto) shall entitle the holders of any class or series of capital stock to vote as a separate class or series or to more than one vote per share: Provided, that this restriction on voting separately by class or series shall not apply:

(i) to any provision that would authorize the holders of preferred stock, voting as a class or series, to elect some members of the Board of Directors, less than a majority thereof, in the event of default in the payment of dividends on any class or series of preferred stock;

(ii) to any provision that would require the holders of preferred stock, voting as a class or series, to approve the merger or consolidation of the Bank with another corporation or the sale, lease, or conveyance (other than by mortgage or pledge) of properties or business in exchange for securities of a corporation other than the Bank if the preferred stock is exchanged for securities of such other corporation: Provided, that no provision may require such approval for transactions undertaken with the assistance or pursuant to the direction of the Office, or the Federal Deposit Insurance Corporation;

(iii) to any amendment that would adversely change the specific terms of any class or series of capital stock as set forth in this Section 5 (or in any supplementary sections hereto), including any amendment which would create or enlarge any class or series ranking prior thereto in rights and preferences. An amendment that increases the number of authorized shares of any class or series of capital stock, or substitutes the surviving bank in a merger or consolidation for the Bank, shall not be considered to be such an adverse change.

A description of the different classes and series (if any) of the Bank’s capital stock and a statement of the designations, and the relative rights, preferences, and limitations of the shares of each class of and series (if any) of capital stock are as follows:

A. Common Stock. Except as provided in this Section 5 (or in any supplementary sections hereto) the holders of the common stock shall exclusively possess all voting power. Each holder of shares of common stock shall be entitled to one vote for each share held by each holder and there shall be no right to cumulate votes in an election of directors.

Whenever there shall have been paid, or declared and set aside for payment, to the holders of the outstanding shares of any class of stock having preference over the common stock as to payment of dividends, the full amount of dividends and of sinking fund, retirement fund, or other retirement payments, if any, to which such holders are respectively entitled in preference to the common stock, then dividends may be paid on the common stock and on any class or series of stock entitled to participate therewith as to dividends out of any assets legally available for the payment of dividends.

In the event of any liquidation, dissolution, or winding up of the Bank, the holders of the common stock (and the holders of any class or series of stock entitled to participate with

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the common stock in the distribution of assets) shall be entitled to receive, in cash or in kind, the assets of the Bank available for distribution remaining after: (i) payment or provision for payment of the Bank’s debts and liabilities; (ii) distributions or provision for distributions in settlement of its liquidation account; and (iii) distributions or provisions for distributions to holders of any class or series of stock having preference over the common stock in the liquidation, dissolution, or winding up of the Bank. Each share of common stock shall have the same relative rights as and be identical in all respects with all the other shares of common stock.

B. Preferred Stock. The Bank may provide in supplementary sections to its charter for one or more classes of preferred stock, which shall be separately identified. The shares of any class may be divided into and issued in series, with each series separately designated so as to distinguish the shares thereof from the shares of all other series and classes. The terms of each series shall be set forth in a supplementary section to the charter. All shares of the same class shall be identical except as to the following relative rights and preferences, as to which there may be variations between different series:

(i) the distinctive serial designation and the number of shares constituting such series;

(ii) the dividend rate or the amount of dividends to be paid on the shares of such series, whether dividends shall be cumulative and, if so, from which date(s), the payment date(s) for dividends, and the participating or other special rights, if any, with respect to dividends;

(iii) the voting powers, full or limited, if any, of shares of such series;

(iv) whether the shares of such series shall be redeemable and, if so, the price(s) at which, and the terms and conditions on which, such shares may be redeemed;

(v) the amount(s) payable upon the shares of such series in the event of voluntary or involuntary liquidation, dissolution, or winding up of the Bank;

(vi) whether the shares of such series shall be entitled to the benefit of a sinking or retirement fund to be applied to the purchase or redemption of such shares, and if so entitled, the amount of such fund and the manner of its application, including the price(s) at which such shares may be redeemed or purchased through the application of such fund;

(vii) whether the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes of stock of the Bank and, if so, the conversion price(s) or the rate(s) of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;

(viii) the price or other consideration for which the shares of such series shall be issued; and

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(ix) whether the shares of such series which are redeemed or converted shall have the status of authorized but unissued shares of serial preferred stock and whether such shares may be reissued as shares of the same or any other series of serial preferred stock.

Each share of each series of serial preferred stock shall have the same relative rights as and be identical in all respects with all the other shares of the same series.

The Board of Directors shall have authority to divide, by the adoption of supplementary charter sections, any authorized class of preferred stock into series and, within the limitations set forth in this section and the remainder of this charter, fix and determine the relative rights and preferences of the shares of any series so established.

Prior to the issuance of any preferred shares of a series established by a supplementary charter section adopted by the Board of Directors, the Bank shall file with the Secretary of the Office a dated copy of that supplementary section of this charter establishing and designating the series and fixing and determining the relative rights and preferences thereof.

Section 6. Preemptive Rights. Holders of the capital stock of the Bank shall not be entitled to preemptive rights with respect to any shares of the Bank which may be issued.

Section 7. Directors. The Bank shall be under the direction of a Board of Directors. The authorized number of directors, as stated in the Bank’s bylaws, shall not be fewer than five (5) nor more than fifteen (15), except when a greater or lesser number is approved by the Director of the Office, or his or her delegate.

Section 8. Certain Provisions Applicable for Five Years. Notwithstanding anything contained in the Bank’s charter and or bylaws to the contrary, for a period of five (5) years from the date of completion of an initial minority stock offering of shares of common stock of Fox Chase Bancorp, Inc., the following provisions shall apply:

A. Beneficial Ownership Limitation. No person shall directly or indirectly offer to acquire or acquire the beneficial ownership of more than 10 percent of any class of an equity security of the Bank. This limitation shall not apply to Fox Chase MHC or Fox Chase Bancorp, Inc., a transaction in which the Bank forms a holding company without change in the respective beneficial ownership interests of its stockholders other than pursuant to the exercise of any dissenter and appraisal rights, the purchase of shares by underwriters in connection with a public offering, or the purchase of shares by a tax-qualified employee stock benefit plan that is exempt from the approval requirements under 574.3(c)(1)(vii) of the Office’s regulations.

In the event shares are acquired in violation of this Section 8, all shares beneficially owned by any person in excess of 10 percent shall be considered “excess shares” and shall not be counted as shares entitled to vote and shall not be voted by any person or counted as voting shares in connection with any matters submitted to the stockholders for a vote.

For the purposes of this Section 8, the following definitions apply.

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(A) The term “person” includes an individual, a group acting in concert, a corporation, a partnership, an association, a joint stock company, a trust, an unincorporated organization or similar company, a syndicate or any other group formed for the purpose of acquiring, holding or disposing of the equity securities of the Bank.

(B) The term “offer” includes every offer to buy or otherwise acquire, solicitation of an offer to sell, tender offer for, or request or invitation for tenders of, a security or interest in a security for value.

(C) The term “acquire” includes every type of acquisition, whether effected by purchase, exchange, operation of law or otherwise.

(D) The term “security” includes non-transferable subscription rights issued pursuant to a plan of stock issuance as well as a “security” as defined in 15 U.S.C. § 78c(a)(10).

(E) The term “acting in concert” means (i) knowing participation in a joint activity or conscious parallel action towards a common goal whether or not pursuant to an express agreement, or (ii) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangements, whether written or otherwise.

B. Call for Special Meetings. Special meetings of stockholders relating to changes in control of the Bank or amendments to its charter shall be called only upon direction of the Board of Directors.

Section 9. Deposit Accounts. In any situation in which the priority of the accounts of the Bank is in controversy, all such accounts shall, to the extent of their withdrawable value, be debts of the Bank having at least as high a priority as the claims of general creditors of the Bank not having priority (other than any priority arising or resulting from consensual subordination) over other general creditors of the Bank.

Section 10. Amendment of Charter. Except as provided in Section 5 hereof, no amendment, addition, alteration, change, or repeal of this charter shall be made, unless such is first proposed by the Board of Directors of the Bank, approved by the stockholders by a majority of the votes eligible to be cast at a legal meeting, unless a higher vote is otherwise required, and approved or preapproved by the Office.

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		FOX CHASE BANK
Attest:		By:
	Jerry D. Holbrook		Thomas M. Petro
	Secretary		President and Chief Executive Officer

		OFFICE OF THRIFT SUPERVISION
Attest:		By:
	Secretary		Director

Effective Date:                                     , 2006

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Exhibit F

Bylaws of Stock Bank

BYLAWS

OF

FOX CHASE BANK

ARTICLE I - Home Office

The home office of Fox Chase Bank (the “Bank”) shall be located at 4390 Davisville Road, in the City of Hatboro, in the County of Montgomery, in the Commonwealth of Pennsylvania.

ARTICLE II - Shareholders

Section 1. Place of Meetings. All annual and special meetings of shareholders shall be held at the home office of the Bank or at such other convenient place as the Board of Directors may determine.

Section 2. Annual Meeting. A meeting of the shareholders of the Bank for the election of directors and for the transaction of any other business of the Bank shall be held annually within 150 days after the end of the Bank’s fiscal year on such date as the Board of Directors may determine.

Section 3. Special Meetings. Special meetings of the shareholders for any purpose or purposes, unless otherwise prescribed by the regulations of the Office of Thrift Supervision (the “Office”) or the Federal Stock Charter of the Bank, may be called at any time by the chairman of the board, the president, or a majority of the Board of Directors, and shall be called by the chairman of the board, the president, or the secretary upon the written request of the holders of ten percent or more of all the outstanding capital stock of the Bank entitled to vote at the meeting. Such written request shall state the purpose or purposes of the meeting and shall be delivered at the home office of the Bank addressed to the chairman of the board, the president, or the secretary.

Section 4. Conduct of Meetings. Annual and special meetings shall be conducted by the chairman of the annual or special meeting in accordance with the written procedures agreed to by the Board of Directors. These written procedures will be available to stockholders at the annual or special meeting to which the procedures apply. The Board of Directors shall designate, when present, either the chairman of the board or one of its members to preside at such meetings.

Section 5. Notice of Meetings. Written notice stating the place, day and hour of the meeting and the purpose(s) for which the meeting is called shall be delivered not fewer than 20 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the chairman of the board, the president, or the secretary, or the directors calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the mail, addressed to the shareholder at the address as it appears on the stock transfer books or records of the Bank as of the record date prescribed in Section 6 of this Article II with postage prepaid. When any shareholders’ meeting, either annual or special, is adjourned for 30 days or more, notice of the adjourned meeting shall

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be given as in the case of an original meeting. It shall not be necessary to give any notice of the time and place of any meeting adjourned for less than 30 days or of the business to be transacted at the meeting, other than an announcement at the meeting at which such adjournment is taken.

Section 6. Fixing of Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors shall fix in advance a date as the record date for any such determination of shareholders. Such date in any case shall be not more than 60 days and, in case of a meeting of shareholders, not fewer than 10 days prior to the date on which the particular action, requiring such determination of shareholders, is to be taken. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment.

Section 7. Voting Lists. At least 20 days before each meeting of the shareholders, the officer or agent having charge of the stock transfer books for shares of the Bank shall make a complete list of the shareholders entitled to vote at such meeting, or any adjournment thereof, arranged in alphabetical order, with the address and the number of shares held by each. This list of shareholders shall be kept on file at the home office of the Bank and shall be subject to inspection by any shareholder of record or the shareholder’s agent at any time during usual business hours for a period of 20 days prior to such meeting. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to inspection by any shareholder of record or the shareholder’s agent during the entire time of the meeting. The original stock transfer book shall constitute prima facie evidence of the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

In lieu of making the shareholder list available for inspection by shareholders as provided in the preceding paragraph, the Board of Directors may elect to follow the procedures prescribed in § 552.6(d) of the Office’s regulations as now or hereafter in effect.

Section 8. Quorum. A majority of the outstanding shares of the Bank entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares is represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to constitute less than a quorum. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater number of shareholders voting together or voting by classes is required by law or the charter of the Bank. Directors, however, are elected by a plurality of the votes cast at an election of directors.

Section 9. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his or her duly authorized attorney in fact.

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Proxies may be given telephonically or electronically so long as the holder uses a procedure for verifying the identity of the shareholder. Proxies solicited on behalf of the management shall be voted as directed by the shareholder or, in the absence of such direction, as determined by a majority of the Board of Directors. No proxy shall be valid more than eleven months from the date of its execution except for a proxy coupled with an interest.

Section 10. Voting of Shares in the Name of Two or More Persons. When ownership stands in the name of two or more persons, in the absence of written directions to the Bank to the contrary, at any meeting of the shareholders of the Bank, any one or more of such shareholders may cast, in person or by proxy, all votes to which such ownership is entitled. In the event an attempt is made to cast conflicting votes, in person or by proxy, by the several persons in whose names shares of stock stand, the vote or votes to which those persons are entitled shall be cast as directed by a majority of those holding such stock and present in person or by proxy at such meeting, but no votes shall be cast for such stock if a majority cannot agree.

Section 11. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by any officer, agent, or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the Board of Directors of such corporation may determine. Shares held by an administrator, executor, guardian, or conservator may be voted by him or her, either in person or by proxy, without a transfer of such shares into his or her name. Shares standing in the name of a trustee may be voted by him or her, either in person or by proxy, but no trustee shall be entitled to vote shares held by him or her without a transfer of such shares into his or her name. Shares held in trust in an IRA or Keogh Account, however, may be voted by the Bank if no other instructions are received. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer into his or her name if authority to do so is contained in an appropriate order of the court or other public authority by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Neither treasury shares of its own stock held by the Bank nor shares held by another corporation, if a majority of the shares entitled to vote for the election of directors of such other corporation are held by the Bank, shall be voted at any meeting, or counted in determining the total number of outstanding shares at any given time for purposes of any meeting.

Section 12. Inspectors of Election. In advance of any meeting of shareholders, the Board of Directors may appoint any person other than nominees for office as inspectors of election to act at such meeting or any adjournment. The number of inspectors shall be either one or three. Any such appointment shall not be altered at the meeting. If inspectors of election are not so appointed, the chairman of the board or the president may, or on the request of not fewer than 10 percent of the votes represented at the meeting shall, make such appointment at the meeting. If appointed at the meeting, the majority of the votes present shall determine whether one or three inspectors are to be appointed. In case any person appointed as inspector fails to

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appear or fails or refuses to act, the vacancy may be filled by appointment by the Board of Directors in advance of the meeting or at the meeting by the chairman of the board or the president.

Unless otherwise prescribed by regulations of the Office, the duties of such inspectors shall include: determining the number of shares and the voting power of each share, the shares represented at the meeting, the existence of a quorum, and the authenticity, validity and effect of proxies; receiving votes, ballots, or consents; hearing and determining all challenges and questions in any way arising in connection with the rights to vote; counting and tabulating all votes or consents; determining the result; and such acts as may be proper to conduct the election or vote with fairness to all shareholders.

Section 13. Nominating Committee. The board of directors shall appoint a nominating committee of the Board, consisting of not less than three members of the Board of Directors. Except in the case of a nominee substituted as a result of the death or other incapacity of a management nominee, the nominating committee shall deliver written nominations to the secretary at least 20 days prior to the date of the annual meeting. Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Bank. No nominations for directors except those made by the nominating committee shall be voted upon at the annual meeting unless other nominations by shareholders are made in writing and delivered to the secretary of the Bank at least five days prior to the date of the annual meeting. Upon delivery, such nominations shall be posted in a conspicuous place in each office of the Bank. Ballots bearing the names of all persons nominated by the nominating committee and by shareholders shall be provided for use at the annual meeting. However, if the nominating committee shall fail or refuse to act at least 20 days prior to the annual meeting, nominations for directors may be made at the annual meeting by any shareholder entitled to vote and shall be voted upon.

Section 14. New Business. Any new business to be taken up at the annual meeting of shareholders shall be stated in writing and filed with the secretary of the Bank at least five days before the date of the annual meeting, and all other business so stated, proposed and filed shall be considered at the annual meeting; but no other proposal shall be acted upon at the annual meeting. Any shareholder may make any other proposal at the annual meeting and the same may be discussed and considered but unless stated in writing and filed with the secretary at least five days before the meeting, such proposal shall be laid over for action at an adjourned, special, or annual meeting of the shareholders taking place 30 days or more thereafter. This provision shall not prevent the consideration and approval or disapproval at the annual meeting of reports of officers, directors and committees; but in connection with such reports, no new business shall be acted upon at such annual meeting unless stated and filed as herein provided.

Section 15. Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if consent in writing, setting forth the action so taken, shall be given by all of the shareholders entitled to vote with respect to the subject matter thereof.

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ARTICLE III - Board of Directors

Section 1. General Powers. The business and affairs of the Bank shall be under the direction of its Board of Directors. The Board of Directors shall annually elect a chairman of the board from among its members and, when present, the chairman of the board shall preside at its meetings. If the chairman of the board is not present, the directors present shall select one of its members to preside at its meetings.

Section 2. Number and Term. The Board of Directors shall consist of eight (8) members and shall be divided into three classes as nearly equal in number as possible. The members of each class shall be elected for a term of three years and until their successors are elected and qualified. One class shall be elected by ballot annually.

Section 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this bylaw following the annual meeting of shareholders. The Board of Directors may provide by resolution, the time and place, for holding of additional regular meetings without other notice than such resolution. Directors may participate in a meeting by means of conference telephone or similar communications device through which all persons participating can hear each other at the same time. Participation by such means shall constitute presence in person for all purposes.

Section 4. Qualification. Each director shall at all times be the beneficial owner of not less than 100 shares of capital stock of the Bank unless the Bank is a wholly owned subsidiary of a holding company.

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the chairman of the board or one-third of the directors. The persons authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by such persons.

Members of the Board of Directors may participate in special meetings by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other. Such participation shall constitute presence in person for all purposes.

Section 6. Notice. Written notice of any special meeting of the Board of Directors or of any committee designated thereby shall be given to each director at least 24 hours prior thereto when delivered personally or by telegram or at least five days prior thereto when delivered by mail to the address at which the director is most likely to be reached. Such notice shall be deemed to be delivered when deposited in the mail so addressed, with postage prepaid if mailed, when delivered to the telegraph company if sent by telegram, or when the Bank receives notice of delivery if electronically transmitted. Any director may waive notice of any meeting by a writing filed with the secretary. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called

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or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 7. Quorum. A majority of the number of directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors; but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time. Notice of any adjourned meeting shall be given in the same manner as prescribed by Section 6 of this Article III.

Section 8. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number is prescribed by regulation of the Office or by these bylaws.

Section 9. Action Without a Meeting. Any action required or permitted to be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors.

Section 10. Resignation. Any director may resign at any time by sending a written notice of such resignation to the home office of the Bank addressed to the chairman of the board. Unless otherwise specified, such resignation shall take effect upon receipt thereof by the chairman of the board. More than three consecutive absences from regular meetings of the Board of Directors, unless excused by resolution of the Board of Directors, shall automatically constitute a resignation, effective when such resignation is accepted by the Board of Directors.

Section 11. Vacancies. Any vacancy occurring on the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors although less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected to serve only until the next election of directors by the shareholders. Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

Section 12. Compensation. Directors, as such, may receive compensation for their services. By resolution of the Board of Directors, a reasonable fixed sum, and reasonable expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board of Directors. Members of either standing or special committees may be allowed such compensation for attendance at committee meetings as the Board of Directors may determine.

Section 13. Presumption of Assent. A director of the Bank who is present at a meeting of the Board of Directors at which action on any Bank matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention shall be entered in the minutes of the meeting or unless he or she shall file a written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Bank within five days after the date a copy

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of the minutes of the meeting is received. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 14. Removal of Directors. At a meeting of shareholders called expressly for that purpose, any director may be removed for cause by a vote of the holders of a majority of the shares then entitled to vote at an election of directors. Whenever the holders of the shares of any class are entitled to elect one or more directors by the provisions of the charter or supplemental sections thereto, the provisions of this section shall apply, in respect to the removal of a director or directors so elected, to the vote of the holders of the outstanding shares of that class and not to the vote of the outstanding shares as a whole.

For purposes of this section, removal for cause includes, as defined in 12 C.F.R. §563.39, or any successor regulation enacted by the Office, “personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, [or a] willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order.”

Section 15. Integrity of Directors. A person is not qualified to serve as director if he or she: (1) is under indictment for, or has ever been convicted of, a criminal offense involving dishonesty or breach of trust and the penalty for such offense could be imprisonment for more than one year, or (2) is a person against whom a banking agency has, within the past ten years, issued a cease and desist order for conduct involving dishonesty or breach of trust and that order is final and not subject to appeal, or (3) has been found either by a regulatory agency whose decision is final and not subject to appeal or by a court to have (i) breached a fiduciary duty involving personal profit, or (ii) committed a willful violation of any law, rule or regulation governing banking, securities, commodities or insurance, or any final cease and desist order issued by a banking, securities, commodities or insurance regulatory agency.

ARTICLE IV - Executive And Other Committees

Section 1. Appointment. The Board of Directors, by resolution adopted by a majority of the full board, may designate the chief executive officer and two or more of the other directors to constitute an executive committee. The designation of any committee pursuant to this Article IV and the delegation of authority shall not operate to relieve the Board of Directors, or any director, of any responsibility imposed by law or regulation.

Section 2. Authority. The executive committee, when the Board of Directors is not in session, shall have and may exercise all of the authority of the Board of Directors, except to the extent, if any, that such authority shall be limited by the resolution appointing the executive committee; and except also that the executive committee shall not have the authority of the Board of Directors with reference to: the declaration of dividends; the amendment of the charter or bylaws of the Bank, or recommending to the shareholders a plan of merger, consolidation, or conversion; the sale, lease, or other disposition of all or substantially all of the property and assets of the Bank otherwise than in the usual and regular course of its business; a voluntary dissolution of the Bank; a revocation of any of the foregoing; or the approval of a transaction in which any member of the executive committee, directly or indirectly, has any material beneficial interest.

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Section 3. Tenure. Subject to the provisions of Section 8 of this Article IV, each member of the executive committee shall hold office until the next regular annual meeting of the Board of Directors following his or her designation and until a successor is designated as a member of the executive committee.

Section 4. Meetings. Regular meetings of the executive committee may be held without notice at such times and places as the executive committee may fix from time to time by resolution. Special meetings of the executive committee may be called by any member thereof upon not less than one day’s notice stating the place, date, and hour of the meeting, which notice may be written or oral. Any member of the executive committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the executive committee need not state the business proposed to be transacted at the meeting.

Section 5. Quorum. A majority of the members of the executive committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the executive committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.

Section 6. Action Without a Meeting. Any action required or permitted to be taken by the executive committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the executive committee.

Section 7. Vacancies. Any vacancy in the executive committee may be filled by a resolution adopted by a majority of the full Board of Directors.

Section 8. Resignations and Removal. Any member of the executive committee may be removed at any time with or without cause by resolution adopted by a majority of the full Board of Directors. Any member of the executive committee may resign from the executive committee at any time by giving written notice to the president or secretary of the Bank. Unless otherwise specified, such resignation shall take effect upon its receipt; the acceptance of such resignation shall not be necessary to make it effective.

Section 9. Procedure. The executive committee shall elect a presiding officer from its members and may fix its own rules of procedure, which shall not be inconsistent with these bylaws. It shall keep regular minutes of its proceedings and report the same to the Board of Directors for its information at the meeting held next after the proceedings shall have occurred.

Section 10. Other Committees. The Board of Directors may by resolution establish an audit, loan, or other committee composed of directors as they may determine to be necessary or appropriate for the conduct of the business of the Bank and may prescribe the duties, constitution, and procedures thereof.

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ARTICLE V - Officers

Section 1. Positions. The officers of the Bank shall be a president, one or more vice presidents, a secretary, and a treasurer or comptroller, each of whom shall be elected by the Board of Directors. The Board of Directors may also designate the Chairman of the Board as an officer. The offices of the secretary and treasurer or comptroller may be held by the same person and a vice president may also be either the secretary or the treasurer or comptroller. The Board of Directors may designate one or more vice presidents as executive vice president or senior vice president. The Board of Directors may also elect or authorize the appointment of such other officers as the business of the Bank may require. The officers shall have such authority and perform such duties as the Board of Directors may from time to time authorize or determine. In the absence of action by the Board of Directors, the officers shall have such powers and duties as generally pertain to their respective offices.

Section 2. Election and Term of Office. The officers of the Bank shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as possible. Each officer shall hold office until a successor has been duly elected and qualified or until the officer’s death, resignation, or removal in the manner hereinafter provided. Election or appointment of an officer, employee, or agent shall not of itself create contractual rights. The Board of Directors may authorize the Bank to enter into an employment contract with any officer in accordance with regulations of the Office; but no such contract shall impair the right of the Board of Directors to remove any officer at any time in accordance with Section 3 of this Article V.

Section 3. Removal. Any officer may be removed by the Board of Directors whenever, in its judgment, the best interests of the Bank will be served thereby, but such removal, other than for cause, shall be without prejudice to any contractual rights, if any, of the person so removed.

For purposes of this section, removal for cause includes, as defined in 12 C.F.R. §563.39 or any successor regulation enacted by the Office, removal because of the officer’s “personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, or, a willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order.”

Section 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. Remuneration. The remuneration of the officers shall be fixed from time to time by the Board of Directors by employment contracts or otherwise.

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ARTICLE VI - Contracts, Loans, Checks and Deposits

Section 1. Contracts. To the extent permitted by regulations of the Office, and except as otherwise prescribed by these bylaws with respect to certificates for shares, the Board of Directors may authorize any officer, employee or agent of the Bank to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Bank. Such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Bank and no evidence of indebtedness shall be issued in its name unless authorized by the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Bank shall be signed by one or more officers, employees, or agents of the Bank in such manner as shall from time to time be determined by the Board of Directors.

Section 4. Deposits. All funds of the Bank not otherwise employed shall be deposited from time to time to the credit of the Bank in any duly authorized depositories as the Board of Directors may select.

ARTICLE VII - Certificates for Shares and Their Transfer

Section 1. Certificates for Shares. Certificates representing shares of capital stock of the Bank shall be in such form as shall be determined by the Board of Directors and approved by the Office. Such certificates shall be signed by the chief executive officer or by any other officer of the Bank authorized by the Board of Directors, attested by the secretary or an assistant secretary, and sealed with the corporate seal or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is manually signed on behalf of a transfer agent or a registrar, other than the Bank itself or one of its employees. Each certificate for shares of capital stock shall be consecutively numbered or otherwise identified. The name and address of the person to whom the shares are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Bank. All certificates surrendered to the Bank for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares has been surrendered and cancelled, except that in the case of a lost or destroyed certificate, a new certificate may be issued upon such terms and indemnity to the Bank as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfer of shares of capital stock of the Bank shall be made only on its stock transfer books. Authority for such transfer shall be given only by the holder of record or by his or her legal representative, who shall furnish proper evidence of such authority, or by his or her attorney authorized by a duly executed power of attorney and filed with the Bank. Such transfer shall be made only on surrender for cancellation of the certificate for such shares. The person in whose name the shares of capital stock stand on the books of the Bank shall be deemed by the Bank to be the owner for all purposes.

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ARTICLE VIII - Fiscal Year

The fiscal year of the Bank shall end on the 31st day of December of each year. The appointment of accountants shall be subject to annual ratification by the shareholders.

ARTICLE IX - Dividends

Subject to the terms of the Bank’s charter and the regulations and orders of the Office, the Board of Directors may, from time to time, declare, and the Bank may pay, dividends on its outstanding shares of capital stock.

ARTICLE X - Corporate Seal

The Board of Directors shall provide a Bank seal, which shall be two concentric circles between which shall be the name of the Bank. The year of incorporation or an emblem may appear in the center.

ARTICLE XI - Amendments

These bylaws may be amended in a manner consistent with regulations of the Office and shall be effective after: (i) approval of the amendment by a majority vote of the authorized Board of Directors, or by a majority vote of the votes cast by the shareholders of the Bank at any legal meeting; and (ii) receipt of any applicable regulatory approval. If the Bank fails to meet its quorum requirements solely due to vacancies on the board, then the affirmative vote of a majority of the sitting board will be required to amend the bylaws.

ARTICLE XII - Indemnification

The Bank shall indemnify all officers, directors and employees of the Bank, and their heirs, executors and administrators, to the fullest extent permitted under federal law against all expenses and liabilities reasonably incurred by them in connection with or arising out of any action, suit or proceeding in which they may be involved by reason of their having been a director or officer of the Bank, whether or not they continue to be a director or officer at the time of incurring such expenses or liabilities, such expenses and liabilities to include, but not be limited to, judgments, court costs and attorneys’ fees and the cost of reasonable settlements.

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EX-5.1

Exhibit 5.1

July 5, 2006

Board of Directors

Fox Chase Bancorp, Inc.

Fox Chase Bank

4390 Davisville Road

Hatboro, Pennsylvania 19040

Dear Board Members:

We have acted as special counsel for Fox Chase Bancorp, Inc., a federally chartered stock holding company (the “Company”) to be formed, in connection with the registration statement on Form S-1 (the “Registration Statement”) initially filed on May 12, 2006 by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), and the regulations promulgated thereunder.

The Registration statement relates to the proposed issuance by the Company of up to 6,395,835 shares of common stock, par value $0.01 par value per share, of the Company (the “Common Stock”) in a subscription offering, a community offering and a syndicated community offering (collectively, the “Offerings”). The Registration Statement also relates to the proposed issuance by the Company of up to 135,000 shares of Common Stock to the Fox Chase Bank Charitable Foundation, a privately-owned charitable foundation to be formed in connection with the transaction. The issuances are pursuant to the Plan of Reorganization and Stock Issuance adopted by Fox Chase Bank (the “Bank”).

In preparation of this opinion, we have examined originals or copies identified to our satisfaction of: (i) the Company’s charter to be filed with the Office of Thrift Supervision; (ii) the Company’s bylaws; (iii) the Registration Statement, including the prospectus contained therein and the exhibits thereto; (iv) certain resolutions of the Board of Directors of the Bank, as the organizer (the “Organizer”) of the Company relating to the issuance of the Common Stock being registered under the Registration Statement; (v) the Plan of Reorganization and Stock Issuance; (vi) the trust agreement for the Bank’s employee stock ownership plan (the “ESOP”) and the form of loan agreement between the Company and the ESOP; (vii); the form of stock certificate approved by the Company to represent the shares of Common Stock; and (viii) the gift instrument whereby shares of Common Stock will be contributed to Fox Chase Bank Charitable Foundation. We have also examined originals or copies of such documents, corporate records, certificates of public officials and other instruments, and have conducted such other investigations of law and fact, as we have deemed necessary or advisable for purposes of our opinion.

Board of Directors

Fox Chase Bancorp, Inc.

July 5, 2006

Page 2

In our examination, we have assumed, without verification, the genuineness of all signatures, the authenticity of all documents and instruments submitted to us as originals, the conformity to the originals of all documents and instruments submitted to us as certified or conformed copies, the correctness of all certificates, and the accuracy and completeness of all records, documents, instruments and materials made available to us by the Company.

Our opinion is limited to the matters set forth herein, and we express no opinion other than as expressly set forth herein. In rendering the opinion set forth below, we do not express any opinion concerning law other than federal law. Our opinion is expressed as of the date hereof and is based on laws currently in effect. Accordingly, the conclusions set forth in this opinion are subject to change in the event that any laws should change or be enacted in the future. We are under no obligation to update this opinion or to otherwise communicate with you in the event of any such change.

For purposes of this opinion, we have assumed that, prior to the issuance of any shares, (i) the Registration Statement, as finally amended, will have become effective under the Act and (ii) the reorganization of the Bank will have become effective.

Based upon and subject to the foregoing, it is our opinion that, upon the due adoption by the Company (or authorized committee thereof) of a resolution fixing the number of shares of Common Stock to be sold in the Offerings and contributed to Fox Chase Bank Charitable Foundation, such shares when issued and sold, or contributed in the case of the Fox Chase Bank Charitable Foundation, in the manner described in the Registration Statement, or in accordance with the gift instrument in the case of the Fox Chase Bank Charitable Foundation, will be duly authorized, validly issued, fully paid and nonassessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and to the discussion of this opinion and reference to our firm under the heading “Legal and Tax Opinions” in the prospectus which is part of the Registration Statement as such may be amended or supplemented, or incorporated by reference in any Registration Statement covering additional shares of Common Stock to be issued or sold under the Plan of Reorganization and Stock Issuance that is filed pursuant to Rule 462(b) under the Act. In giving such consent, we do not hereby admit that we are experts or are otherwise within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the Securities and Exchange Commission promulgated thereunder.

Very truly yours,

/s/ MULDOON MURPHY & AGUGGIA LLP

MULDOON MURPHY & AGUGGIA LLP

EX-8.1

Exhibit 8.1

July 5, 2006                                                 

Board of Directors

Fox Chase Bancorp, Inc.

Fox Chase Bank

4390 Davisville Road

Hatboro, Pennsylvania 19040

Dear Board Members:

You have asked for our opinion regarding the material federal and Pennsylvania income tax consequences of the proposed transactions (collectively, the “Reorganization”), more fully described below, pursuant to which Fox Chase Bank (the “Bank”), a federally-chartered mutual savings bank, will reorganize into the federally-chartered mutual holding company structure. We are rendering this opinion pursuant to Section 21 of the Plan of Reorganization and Stock Issuance (the “Plan of Reorganization”). As used in this letter, “Mutual Bank” refers to the Bank before the Reorganization and “Stock Bank” refers to the Bank after the Reorganization. All other capitalized terms used but not defined in this letter shall have the meanings assigned to them in the Plan of Reorganization.

The Reorganization will be effected, pursuant to the Plan of Reorganization, as follows:

(i) the Mutual Bank will organize an interim federal stock savings bank as a wholly owned subsidiary (“Interim One”);

(ii) Interim One will organize a federal stock corporation as a wholly owned subsidiary (“Fox Chase Bancorp”);

(iii) Interim One will organize an interim federal savings bank as a wholly owned subsidiary (“Interim Two”);

(iv) the Mutual Bank will convert its charter to a federal stock savings bank charter to become the Stock Bank (the “Conversion”) and Interim One will convert its charter into a federal mutual holding company charter to become the “Mutual Holding Company”;

(v) Sequentially with step (iv), Interim Two will merge with and into the Stock Bank with the Stock Bank as the resulting institution;

Board of Directors

Fox Chase Bancorp, Inc.

July 5, 2006

Page 2

(vi) 100% of the issued common stock of the Stock Bank will be transferred to the Mutual Holding Company in exchange for the membership interests in the Mutual Bank that are conveyed to the Mutual Holding Company (the “Exchange”);

(vii) the Mutual Holding Company will transfer 100% of the issued common stock of the Stock Bank to Fox Chase Bancorp in a capital distribution; and

(viii) Fox Chase Bancorp will issue a majority of its common stock to the Mutual Holding Company.

Simultaneously with the Reorganization, Fox Chase Bancorp will offer to sell additional shares of its common stock pursuant to the Plan of Reorganization, with priority subscription rights granted in descending order as follows:

(i) to depositors of the Bank with deposits having an aggregate account balance of at least $50 as of the close of business on December 31, 2004 (the “Eligible Account Holders”);

(ii) to the Bank’s employee stock ownership plan;

(iii) to depositors of the Bank with deposits having an aggregate account balance of at least $50 as of the close of business on the last day of the calendar quarter preceding the Office of Thrift Supervision’s approval of the Reorganization (the “Supplemental Eligible Account Holders”);

(iv) to certain other depositors and borrowers of the Bank who do not already have subscription rights pursuant to (i) through (iii) above (the “Other Members”); and

(v) to the general public.

In connection with the opinions expressed below, we have examined and relied upon originals, or copies certified or otherwise identified to our satisfaction, of the Plan of Reorganization, the Prospectus and of such corporate records of the parties to the Reorganization as we have deemed appropriate. We have also relied, without independent verification, upon the factual representations of the Bank included in a Certificate of Representations. We have assumed that such representations are true and that the parties to the Reorganization will act in accordance with the Plan of Reorganization. We express no opinion concerning the effects, if any, of variations from the foregoing.

In issuing the federal income tax opinions set forth below, we have referred solely to existing provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed Treasury Regulations thereunder, current administrative rulings, notices, procedures and court decisions. Such laws, regulations, administrative rulings, notices and procedures and court decisions are subject to change at any time. Any such change could affect the continuing validity of the opinions set forth below.

Board of Directors

Fox Chase Bancorp, Inc.

July 5, 2006

Page 3

In issuing the state tax opinions set forth below, we have referred solely to those taxes specified in this opinion letter and specifically do not include any opinions with respect to the consequences to depositors of the Bank under any other taxes imposed by the Commonwealth of Pennsylvania or any other subdivision thereof, or imposed by states other than Pennsylvania or local jurisdictions of such states. In addition, the state income tax opinions herein specifically do not include an opinion with respect to tax liabilities under the Pennsylvania Mutual Thrift Institutions Tax, the Pennsylvania Personal Income Tax, the Pennsylvania Capital Stock Tax or the Pennsylvania Corporate Net Income Tax attributable to events after the Reorganization or to any assets held or acquired by Fox Chase Bancorp other than stock of the Stock Bank.

This opinion is as of the date hereof, and we disclaim any obligation to advise you of any change in any matter considered herein after the date hereof.

Federal Income Tax Consequences

Based on and subject to the foregoing, it is our opinion that for federal income tax purposes, under current tax law:

(a) With regard to the Conversion:

(1) the Conversion will constitute a reorganization under Section 368(a)(1)(F) of the Code, and the Bank (in either its mutual form (the “Mutual Bank”) or its stock form (the “Stock Bank”)) will recognize no gain or loss as a result of the Conversion;

(2) the basis of each asset of the Mutual Bank held by the Stock Bank immediately after the Conversion will be the same as the Mutual Bank’s basis for such asset immediately prior to the Conversion;

(3) the holding period of each asset of the Mutual Bank received by the Stock Bank immediately after the Conversion will include the period during which such asset was held by the Mutual Bank prior to the Conversion;

(4) for purposes of Code Section 381(b), the Stock Bank will be treated as if there had been no reorganization and, accordingly, the taxable year of the Mutual Bank will not end on the effective date of the Conversion and the tax attributes of the Mutual Bank (subject to application of Code Sections 381, 382 and 384), including the Mutual Bank’s bad debt reserves and earnings and profits, will be taken into account by the Stock Bank as if the Conversion had not occurred;

Board of Directors

Fox Chase Bancorp, Inc.

July 5, 2006

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(5) the Mutual Bank’s members will recognize no gain or loss upon their constructive receipt of shares of the Stock Bank common stock, pursuant to the Conversion, solely in exchange for their mutual ownership interest (i.e., liquidation and voting rights) in the Mutual Bank; and

(6) no gain or loss will be recognized by members of the Mutual Bank upon the issuance to them of deposits in the Stock Bank in the same dollar amount and upon the same terms as their deposits in the Mutual Bank;

(b) With regard to the Exchange:

(1) the Exchange will qualify as an exchange of property for stock under Section 351 of the Code;

(2) the initial stockholders of the Stock Bank (the former Mutual Bank members) will recognize no gain or loss upon the constructive transfer to the Mutual Holding Company of the shares of the Stock Bank they constructively received in the Conversion solely in exchange for mutual ownership interests (i.e., liquidation and voting rights) in the Mutual Holding Company; and

(3) the Mutual Holding Company will recognize no gain or loss upon its receipt of the common stock of the Stock Bank in exchange for mutual ownership interests in the Mutual Bank;

(c) With regard to the Mutual Holding Company’s transfer of 100% of the common stock of the Stock Bank to Fox Chase Bancorp:

(1) Fox Chase Bancorp will recognize no gain or loss upon its receipt of 100% of the common stock of the Stock Bank from the Mutual Holding Company; and

(2) the Mutual Holding Company will recognize no gain or loss upon its transfer of 100% of the common stock of the Stock Bank to Fox Chase Bancorp; and

(d) With regard to those who hold subscription rights:

(1) it is more likely that not that the fair market value of the non-transferable subscription rights to purchase shares of common stock of Fox Chase Bancorp to be issued to Eligible Account Holders, Supplemental Eligible Account Holders and Other Members (the “Subscription Rights”) is zero and, accordingly, that no income will be realized by Eligible Account Holders, Supplemental Eligible Account Holders and Other Members

Board of Directors

Fox Chase Bancorp, Inc.

July 5, 2006

Page 5

upon the issuance to them of the Subscription Rights (Section 356(a) of the Code) or upon exercise of the Subscription Rights (Rev. Rul. 56-572, 1956-2 C.B. 182);

(2) it is more likely than not that the tax basis to the holders of shares of common stock purchased in the Reorganization pursuant to the exercise of the Subscription Rights will be the amount paid therefor, and that the holding period for such shares of common stock will begin on the date of completion of the Reorganization (Section 1102 of the Code); and

(3) the holding period for shares of common stock purchased in the community offering or syndicated community offering will begin on the day after the date of purchase (Section 1223(6) of the Code).

The opinions set forth in (d)(1) and (d)(2) above are based on the position that the Subscription Rights do not have any market value at the time of distribution or at the time they are exercised. Whether subscription rights have a market value for federal income tax purposes is a question of fact, depending upon all relevant facts and circumstances. The Internal Revenue Service will not issue rulings on whether subscription rights have a market value. We are unaware of any instance in which the Internal Revenue Service has taken the position that nontransferable subscription rights issued by a converting financial institution have a market value. The Subscription Rights will be granted at no cost to the recipients, will be nontransferable and of short duration, and will afford the recipients the right only to purchase Fox Chase Bancorp common stock at a price equal to its estimated fair market value, which will be the same price as the purchase price for the unsubscribed shares of common stock. We believe that it is more likely than not (i.e., that there is more than a 50% likelihood) that the Subscription Rights have no market value for federal income tax purposes.

State Income Tax Consequences

Pennsylvania Corporate Net Income Tax

Pennsylvania Corporate Net Income Tax (“CNIT”) is imposed on domestic and foreign corporations and business trusts for the privilege of doing business, carrying on activities or having capital employed or used or owning property in Pennsylvania (72 Pa. Cons. Stat. § 7402). However, certain entities are specifically excluded from the CNIT. According to the provisions of the Pennsylvania Mutual Thrift Institutions Tax (the “MTIT”), institutions subject to the MTIT shall be exempt from all other corporate taxes imposed by the Commonwealth for state purposes (72 Pa. Cons. Stat. § 8502(e)). The Mutual Holding Company and Fox Chase Bancorp are not entities that are subject to MTIT taxation and consequently the Mutual Holding Company and Fox Chase Bancorp are subject to CNIT taxation. As an institution subject to the MTIT, the Bank, in both its mutual and stock form, should not be subject to CNIT taxation.

Board of Directors

Fox Chase Bancorp, Inc.

July 5, 2006

Page 6

Taxable income for CNIT purposes, where the entire business of a corporation is transacted within Pennsylvania, is defined as “taxable income for the calendar or fiscal year as returned to and ascertained by the federal government, or in the case of a corporation participating in the filing of consolidated returns to the federal government, the taxable income which would have been returned to and ascertained by the federal government if separate returns had been made to the federal government for the current and prior taxable years, subject, however, to any correction thereof, for fraud, evasion or error as finally ascertained by the federal government” (72 Pa. Cons. Stat. § 7401(3)1(a)).

Certain modifications are made to federal taxable income to arrive at Pennsylvania taxable income. For example, adjustments that would increase Pennsylvania taxable income include certain items of tax preference items under the federal alternative minimum taxation system, but only to the extent such preference items are not included in “taxable income” for federal taxable income purposes (72 Pa. Cons. Stat. § 7401(3)1(d)). Adjustments that would decrease Pennsylvania taxable income include the dividends received deduction (72 Pa. Cons. Stat. § 7401(3)1(b)), interest on federal obligations (72 Pa. Cons. Stat. § 7401(3)1(b.1)) and wages related to federal tax credits (72 Pa. Cons. Stat. § 7401(3)1(c)).

For federal income tax purposes, and as described in greater detail herein, no gain or loss will be recognized in the Reorganization by the Mutual Holding Company or Fox Chase Bancorp. In addition, the transaction does not give rise to any positive or negative adjustments required to be made for Pennsylvania CNIT purposes. Accordingly, it is our opinion that no CNIT liability will be imposed on the Mutual Holding Company or Fox Chase Bancorp as a result of the Reorganization.

Pennsylvania Mutual Thrift Institutions Tax

Section 8501 of the MTIT defines a mutual thrift institution as every (i) savings bank without capital stock; (ii) building and loan association; (iii) savings and loan association; and (iv) savings institution having capital stock (72 Pa. Cons. Stat. § 8501). Accordingly, the Bank, as a stock savings bank, should continue to be subject to the MTIT following the Reorganization.

The MTIT provides that a mutual thrift institution will compute its tax based on separate company net income computed in accordance with generally accepted accounting principles (“GAAP”), subject to certain defined exceptions that are generally not pertinent to this analysis (72 Pa. Cons. Stat. § 8502(c)). However, “net income” shall be determined on a separate company unconsolidated basis, using cost in lieu of equity accounting for investments in a subsidiary (72 Pa. Cons. Stat. § 8502(c)(1)).

Since no income or loss shall be recognized by the Bank as a result of the Reorganization in accordance with GAAP or on a separate unconsolidated basis using cost accounting for investments in subsidiaries, there likewise should be no net income recognized for MTIT purposes. Consequently, there should be no additional tax liability incurred by the Bank with respect to the MTIT as a direct result of the Reorganization.

Board of Directors

Fox Chase Bancorp, Inc.

July 5, 2006

Page 7

Pennsylvania Personal Income Tax

Pennsylvania Personal Income Tax (“PIT”) is imposed on specified categories of income received by individuals. Examples of categories of income subject to the PIT is compensation, net profits from the operation of a business, profession or other activity and net gains from the sale, exchange or other disposition of real or personal property (72 Pa. Cons. Stat. § 7303(a)).

Consistent with federal treatment, Pennsylvania affords similar tax-free treatment with respect to tax-free reorganizations pursuant to Section 368(a)(1)(F) of the Internal Revenue Code (72 Pa. Cons. Stat. § 7303(a)(3)). Accordingly, the Reorganization would not give rise to any income. Therefore, the depositors of the Bank should not recognize gain or loss with respect to PIT solely as a result of the Reorganization.

*     *     *

This opinion is given solely for the benefit of the parties to the Plan of Reorganization, the shareholders of the Stock Bank and Eligible Account Holders, Supplemental Eligible Account Holders and Other Members who receive Subscription Rights pursuant to the Plan of Reorganization, and may not be relied upon by any other party or entity or referred to in any document without our express written consent. We consent to the filing of this opinion as an exhibit to the Forms MHC-1, MHC-2 and H-(e)1-S filed with the Office of Thrift Supervision and as an exhibit to the registration statement on Form S-1 filed with the Securities and Exchange Commission in connection with the Reorganization, and to the reference thereto in the Prospectus included in the registration statement on Form S-1 under the headings “The Reorganization and Stock Offering—Material Income Tax Consequences” and “Legal and Tax Opinions.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ MULDOON MURPHY & AGUGGIA LLP

MULDOON MURPHY & AGUGGIA LLP

EX-10.3

Exhibit 10.3

Fox Chase Bank

401(k) Retirement Plan

(As Amended And Restated Effective July 1, 2006)

Table Of Contents

TABLE OF CONTENTS

Table Of Contents			i
Introduction			4
Article I — Definitions			6
Article II — Eligibility and Participation			17
	2.1	Eligibility	17
	2.2	Ineligible Employees	17
	2.3	Participation	17
	2.4	Termination of Participation	18
	2.5	Eligibility upon Reemployment	18
Article III — Contributions and Limitations on Contributions			19
	3.1	Elective Contributions	19
	3.2	Limitations on Elective Contributions	19
	3.3	Changes in Elective Contributions	22
	3.4	Matching Contributions	22
	3.5	Special Contributions	22
	3.6	Catch-Up Contributions	23
	3.7	Limitation on Matching Contributions	23
	3.8	Interest on Excess Contributions	25
	3.9	Payment of Contributions	26
	3.10	Rollover Contribution	26
	3.11	Section 415 Limits on Contributions	26
Article IV — Vesting and Forfeitures			30
	4.1	Vesting	30
	4.2	Forfeitures	31
	4.3	Vesting upon Reemployment	32
Article V — Trust Fund, Investment Funds And Voting Rights			33
	5.1	Trust Fund	33
	5.2	Interim Investments	33
	5.3	Account Values	33
	5.4	Voting Rights	34
	5.5	Tender Offers and Other Offers	35
	5.6	Dissenters’ Rights	36
	5.7	Power to Invest in Company Securities	36
Article VI — Investment Directions, Changes of Investment Directions and Transfers Between Investment Funds			37
	6.1	Investment Directions	37
	6.2	Change of Investment Directions	37
	6.3	Transfers Between Investment Funds	37

6.4	Employees Other than Participants	38
6.5	Restrictions on Investments in the Employer Stock Fund for Certain Participants	38

750 i Fox Chase Bank

Table Of Contents

Article VII — Payment of Benefits			40
	7.1	General	40
	7.2	Non-Hardship Withdrawals	40
	7.3	Hardship Distributions	41
	7.4	Distribution of Benefits - General	44
	7.5	Payments upon Retirement or Disability	45
	7.6	Payments upon Termination of Service for Reasons Other Than Retirement or Disability	46
	7.7	Payments Upon Death	48
	7.8	Direct Rollover of Eligible Rollover Distributions	49
	7.9	Commencement of Benefits	51
	7.10	Minimum Distribution Requirements	52
	7.11	Manner of Payment of Distributions from the Employer Stock Fund	57
Article VIII — Loans to Participants			58
	8.1	Definitions and Conditions	58
	8.2	Loan Amount	58
	8.3	Term of Loan	58
	8.4	Operational Provisions	58
	8.5	Repayments	60
	8.6	Default	61
	8.7	Coordination of Outstanding Account and Payment of Benefits	61
Article IX — Administration			63
	9.1	General Administration of the Plan	63
	9.2	Designation of Named Fiduciaries	63
	9.3	Responsibilities of Fiduciaries	63
	9.4	Plan Administrator	64
	9.5	Committee	64
	9.6	Powers and Duties of the Committee	65
	9.7	Certification of Information	66
	9.8	Authorization of Benefit Payments	66
	9.9	Payment of Benefits to Legal Custodian	66
	9.10	Service in More Than One Fiduciary Capacity	67
	9.11	Payment of Expenses	67
Article X — Benefit Claims Procedure			68
	10.1	Definition	68
	10.2	Claims	68
	10.3	Disposition of Claim	68
	10.4	Denial of Claim	68
	10.5	Right to Full and Fair Review	69
	10.6	Time of Review	69
	10.7	Final Decision	69

750 ii Fox Chase Bank

Table Of Contents

Article XI — Amendment, Termination, and Withdrawal			70
	11.1	Amendment and Termination	70
	11.2	Withdrawal from the Trust Fund	70
Article XII — Top-Heavy Plan Provisions			71
	12.1	Introduction	71
	12.2	Definitions	71
	12.3	Minimum Contributions	75
	12.4	Impact on Section 415 Maximum Benefits	77
	12.5	Vesting	77
Article XIII — Miscellaneous Provisions			78
	13.1	No Right to Continued Employment	78
	13.2	Merger, Consolidation, or Transfer	78
	13.3	Nonalienation of Benefits	78
	13.4	Missing Payee	78
	13.5	Affiliated Employers	79
	13.6	Successor Employer	79
	13.7	Return of Employer Contributions	79
	13.8	Adoption of Plan by Affiliated Employer	79
	13.9	Construction of Language	80
	13.10	Headings	80
	13.11	Governing Law	80

750 iii Fox Chase Bank

Introduction

INTRODUCTION

Effective as of January 1, 1995, Fox Chase Bank (“Employer”) adopted the Fox Chase Bank 401(k) Retirement Plan (“Prior Plan”).

Effective as of July 1, 2006, the Employer adopted resolutions wherein RSGroup Trust Company (“RTC”) was named successor trustee and the Trust Agreement between the Employer and RTC (“Trust Agreement”) was adopted.

Effective as of July 1, 2006, the Prior Plan is amended and restated in its entirety. The amended and restated plan shall be known as Fox Chase Bank 401(k) Retirement Plan (“Plan”), shall contain the terms and conditions set forth herein, and shall in all respects be subject to the provisions of the Trust Agreement which are incorporated herein and made a part hereof.

The Plan as amended and restated hereunder incorporates a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code of 1986, as amended (“Code”).

The Plan shall constitute a profit-sharing plan within the meaning of Section 401(a) of the Code, without regard to current or accumulated profits of the Employer, as provided in Section 401(a)(27) of the Code.

The Plan complies with all Internal Revenue Service legislation and regulations issued to date, including the requirements of the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”), as provided for under Internal Revenue Service Notice 2001-57, final regulations under Code Section 401(a)(9), IRS procedural guidance (Notice 2005-5) addressing required “automatic rollovers” under Section 401(a)(31)(B) of the Code and provides for Roth Contributions under Code Section 402A.

As of July 1, 2006, Roth Contributions have not been implemented and are not available under the Plan.

Subject to any amendments that may subsequently be adopted by the Employer prior to his Termination of Service, the provisions set forth in this Plan shall apply to an Employee who is in the employment of the Employer on or after July 1, 2006. Except to the extent specifically required to the contrary under the terms of this Plan, for terminations of employment prior to July 1, 2006, the rights and benefits of a former participant shall be determined in accordance with the provisions of the Prior Plan as in effect on the date of the former participant’s termination of employment.

The Employer has herein restated the Plan with the intention that (a) the Plan shall at all times be qualified under Section 401(a) of the Code, (b) the Trust Agreement shall be tax-exempt under Section 501(a) of the Code, and (c) Employer contributions under the Plan shall be tax deductible under Section 404 of the Code. The provisions of the Plan and the Trust Agreement shall be construed to effectuate such intentions.

750 4 Fox Chase Bank

Introduction

Effective as of the Conversion Date (the date of conversion of the Employer from mutual to stock ownership), the Employer will add an investment fund to the Plan consisting of common stock of the Employer or its holding company.

750 5 Fox Chase Bank

Article I —

Definitions

ARTICLE I —

DEFINITIONS

The following words and phrases shall have the meanings hereinafter ascribed to them. Those words and phrases which have limited application are defined in the respective Articles in which such terms appear.

1.1 Accounts means the Before-Tax Contribution Account (including Special Contributions and Catch-Up Contributions, if any), Matching Contribution Account, Roth Contribution Account (including Catch-Up Contributions, if any) if implemented, upon approval by the Employer, and Rollover Contribution Account established under the Plan on behalf of an Employee.

1.2 Actual Contribution Percentage means the ratio (expressed as a percentage) of the Matching Contributions under the Plan which are made on behalf of an Eligible Employee for the Plan Year to such Eligible Employee’s compensation (as defined under Section 414(s) of the Code) for the Plan Year. An Eligible Employee’s compensation hereunder shall include compensation receivable from the Employer for that portion of the Plan Year during which the Employee is an Eligible Employee, up to a maximum of two hundred twenty thousand dollars ($220,000) for the 2006 Plan Year, thereafter adjusted in multiples of five thousand dollars ($5,000) for increases in the cost-of-living as prescribed by the Secretary of the Treasury under Section 401(a)(17)(B) of the Code.

1.3 Actual Deferral Percentage means the ratio (expressed as a percentage) of the sum of Before-Tax Contributions, Roth Contributions, if implemented, upon approval by the Employer and those Qualified Nonelective Contributions taken into account under the Plan for the purpose of determining the Actual Deferral Percentage, which are made on behalf of an Eligible Employee for the Plan Year to such Eligible Employee’s compensation (as defined under Section 414(s) of the Code) for the Plan Year. An Eligible Employee’s compensation hereunder shall include compensation receivable from the Employer for that portion of the Plan Year during which the Employee is an Eligible Employee, up to a maximum of two hundred twenty thousand dollars ($220,000) for the 2006 Plan Year, thereafter adjusted in multiples of five thousand dollars ($5,000) for increases in the cost-of-living as prescribed by the Secretary of the Treasury under Section 401(a)(17)(B) of the Code.

1.4 Affiliated Employer means a member of an affiliated service group (as defined under Section 414(m) of the Code), a controlled group of corporations (as defined under Section 414(b) of the Code), a group of trades or businesses under common control (as defined under Section 414(c) of the Code) of which the Employer is a member, any leasing organization (as defined under Section 414(n) of the Code) providing the services of Leased Employees to the Employer, or any other group provided for under any and all Income Tax Regulations promulgated by the Secretary of the Treasury under Section 414(o) of the Code.

750 6 Fox Chase Bank

Article I —

Definitions

1.5 Affiliated Service means employment with an employer during the period that such employer is an Affiliated Employer.

1.6 Average Actual Contribution Percentage means the average of the Actual Contribution Percentages of (a) the group comprised of Eligible Employees who are Highly Compensated Employees or (b) the group comprised of Eligible Employees who are Non-Highly Compensated Employees, whichever is applicable.

1.7 Average Actual Deferral Percentage means the average of the Actual Deferral Percentages of (a) the group comprised of Eligible Employees who are Highly Compensated Employees or (b) the group comprised of Eligible Employees who are Non-Highly Compensated Employees, whichever is applicable.

1.8 Before-Tax Contribution Account means the separate, individual account established on behalf of a Participant to which Before-Tax Contributions, Special Contributions and Catch-Up Contributions if any, made on his behalf are credited, together with all earnings and appreciation thereon, and against which are charged any withdrawals, loans and other distributions made from such account and any losses, depreciation or expenses allocable to amounts credited to such account.

1.9 Before-Tax Contributions means the contributions of the Employer made in accordance with the Compensation Reduction Agreements of Participants pursuant to Section 3.1.

1.10 Beneficiary means any person who is receiving or is eligible to receive a benefit under Section 7.7 of the Plan upon the death of an Employee or former Employee.

1.11 Board means the board of trustees, directors or other governing body of the Sponsoring Employer.

1.12 Catch-Up Contributions means additional elective deferrals made by an eligible Participant pursuant to Section 3.6.

1.13 Closing Price means the closing sale price for the Employer Stock, on its principal trading market, on the applicable Valuation Date, or, if there is no sale on such date, the average of the bid and asked prices on such date.

1.14 Code means the Internal Revenue Code of 1986, as amended from time to time.

1.15 Committee means the person or persons appointed by the Employer in accordance with Section 9.2(b).

1.16 Company means Fox Chase Bank or any successor organization.

1.17 Compensation means with respect to a Plan Year, an Employee’s wages, salary, fees and other amounts defined as compensation in Section 415(c)(3) of the Code and Income Tax Regulations Sections 1.415-2(d)(2) and (3), received for personal services actually rendered in the course of employment with the Employer for the calendar year, prior to

750 7 Fox Chase Bank

Article I —

Definitions

any reduction pursuant to a Compensation Reduction Agreement. Compensation shall include commissions, compensation based on profits, overtime, bonuses, wage continuation payments to an Employee absent due to illness or disability of a short-term nature, the amount of any Employer contributions under a flexible benefits program maintained by the Employer under Section 125 of the Code pursuant to a salary reduction agreement entered into by the Participant under Section 125 of the Code, or elective amounts that are not includable in the gross income of the Employee by reason of Section 132(f)(4) of the Code, amounts paid or reimbursed by the Employer for Employee moving expenses (to the extent not deductible by the Employee), and the value of any nonqualified stock option granted to an Employee by the Employer (to the extent includable in gross income for the year granted).

Compensation does not include contributions made by the Employer to any other pension, deferred compensation, welfare or other employee benefit plan, amounts realized from the exercise of a nonqualified stock option or the sale of a qualified stock option, and other amounts which receive special tax benefits.

Compensation shall not exceed two hundred twenty thousand dollars ($220,000) for the 2006 Plan Year thereafter adjusted in multiples of five thousand dollars ($5,000) for increases in the cost-of-living as prescribed by the Secretary of the Treasury under Section 401(a)(17)(B) of the Code. For purposes of this Section, if the Plan Year in which a Participant’s Compensation is being made is less than twelve (12) calendar months, the amount of Compensation taken into account for such Plan Year shall be the adjusted amount, prescribed by the Secretary of the Treasury under Section 401(a)(17) of the Code, for such Plan Year multiplied by a fraction, the numerator of which is the number of months taken into account for such Plan Year and the denominator of which is twelve (12). In determining the dollar limitation hereunder, compensation received from any Affiliated Employer shall be recognized as Compensation.

1.18 Compensation Reduction Agreement means an agreement between the Employer and an Eligible Employee whereby the Eligible Employee agrees to reduce his Compensation during the applicable payroll period by an amount equal to any whole percentage or fraction thereof, to the extent provided in Section 3.1, and the Employer agrees to contribute to the Trust Fund, on behalf of such Eligible Employee, an amount equal to the specified reduction in Compensation.

1.19 Conversion Date means the date of the conversion of the Employer from mutual to stock ownership.

1.20 Disability means a physical or mental condition, which renders the Participant eligible for benefits under the Employer’s long-term disability plan.

1.21 Early Retirement Date means the first day of any month coincident with or following the Participant’s attainment of age sixty (60) and the completion of a five (5) year Period of Service.

750 8 Fox Chase Bank

Article I —

Definitions

1.22 Effective Date means January 1, 1995.

1.23 Elective Contributions means, with respect to any taxable year, the sum of Before-Tax Contributions and Roth Contributions, if implemented, upon approval by the Employer, as set forth under Section 3.1.

1.24 Eligible Employee means an Employee who is eligible to participate in the Plan pursuant to the provisions of Article II.

1.25 Employee means any person employed by the Employer.

1.26 Employer means Fox Chase Bank and any Participating Affiliate or any successor organization which shall continue to maintain the Plan set forth herein.

1.27 Employer Resolutions means resolutions adopted by the Board.

1.28 Employer Stock means the common stock of the Company or its holding company.

1.29 Employer Stock Fund means, commencing on the Conversion Date, the assets consisting of Employer Stock which shall be maintained in an Investment Fund established for such purpose.

1.30 Employment Commencement Date means the date on which an Employee first performs an Hour of Service for the Employer upon initial employment or, if applicable, upon reemployment.

1.31 ERISA means the Employee Retirement Income Security Act of 1974, as amended from time to time.

1.32 Forfeitures means any amounts forfeited pursuant to Section 4.2.

1.33 Hardship means the condition described in Section 7.3.

1.34 Highly Compensated Employee means, with respect to a Plan Year, an Employee or an employee of an Affiliated Employer who is such an Employee or employee during the Plan Year for which a determination is being made and who:

(a) during the Plan Year immediately preceding the Plan Year for which a determination is being made, received compensation as defined under Section 414(q)(4) of the Code (“Section 414(q) Compensation”) from the Employer, in excess of one hundred thousand dollars ($100,000) for 2006, adjusted as prescribed by the Secretary of the Treasury under Section 415(d) of the Code, or

(b) at any time during the Plan Year for which a determination is being made or at any time during the Plan Year immediately preceding the Plan Year for which a determination is being made, was a five-percent owner as described under Section 414(q)(2) of the Code.

750 9 Fox Chase Bank

Article I —

Definitions

For purposes of subsection (a) above, Section 414(q) Compensation shall include (A) any elective deferral (as defined in Section 402(g)(3) of the Code, and (B) any amount which is contributed or deferred by the Employer at the election of the Employee and which is not includable in the gross income of the Employee by reason of Section 125, 132(f)(4) or 457 of the Code.

Highly Compensated Employee also means a former Employee who (A) incurred a Termination of Service prior to the Plan Year of the determination, (B) is not credited with an Hour of Service during the Plan Year of the determination and (C) satisfied the requirements of subsection (a) or (b) during either the Plan Year of his Termination of Service or any Plan Year ending coincident with or subsequent to the Employee’s attainment of age fifty-five (55).

1.35 Hour of Service means the following:

(a) each hour for which an Employee is directly or indirectly paid or entitled to payment, by the Employer for the performance of duties. These hours shall be credited to the Employee for the computation period or periods in which the duties are performed; and

(b) each hour, for which an Employee is directly or indirectly paid or entitled to payment by the Employer for reasons (such as but not limited to vacation, sickness or disability) other than for the performance of duties (irrespective of whether the employment relationship has terminated). These hours shall be credited to the Employee for the computation period or periods in which the nonperformance of duties occur; and

(c) each hour for which back pay, irrespective of mitigation of damage, has been either awarded or agreed to by the Employer. These hours shall be credited to the Employee for the computation period or periods to which the award or agreement pertains rather than the computation period in which the award, agreement, or payment was made. These same Hours of Service shall not be credited under both subsection (a) or subsection (b), and under this subsection (c).

(d) Hours of Service shall be computed and credited in accordance with Section 2530.200b-2 of the Department of Labor Regulations which are incorporated herein by reference.

(e) Hours of Service shall include Affiliated Service.

Hours of Service for whom records are not maintained shall be determined on the assumption that each Employee has completed forty-five (45) Hours of Service per week for each week in which he would be required to be credited with at least one (1) Hour of Service.

1.36 Investment Funds means any and all of the Plan investment funds established for the purpose of investing contributions made to the Trust Fund in accordance with the

750 10 Fox Chase Bank

Article I —

Definitions

provisions of the Trust Agreement. The property in which contributions to the Investment Funds may be invested shall be specified in the Trust Agreement and the rights of the Trustee shall be established in accordance with the provisions of such Trust Agreement.

1.37 Leased Employee means any individual (other than an Employee of the Employer or an employee of an Affiliated Employer) who, pursuant to an agreement between the Employer or any Affiliated Employer and any other person (“leasing organization”), has performed services for the Employer or any Affiliated Employer on a substantially full-time basis for a period of at least one (1) year, and such services are performed under the primary direction of and control by the Employer or any Affiliated Employer. A determination as to whether a Leased Employee shall be treated as an Employee of the Employer or an Affiliated Employer shall be made as follows: a Leased Employee shall not be considered an Employee of the Employer if: (a) such employee is a participant in a money purchase pension plan providing (i) a nonintegrated Employer contribution rate of at least ten percent (10%) of compensation, as defined in Section 415(c)(3) of the Code, however, including amounts contributed pursuant to a compensation reduction agreement which are excludable from the employee’s gross income under Section 125, Section 402(e)(3), Section 402(h)(1)(B) or Section 403(b) of the Code, and including elective amounts that are excludable from the gross income of an Employee by reason of Section 132(f)(4) of the Code; (ii) immediate plan participation; and (iii) full and immediate vesting; and (b) Leased Employees do not constitute more than twenty percent (20%) of the Employer’s Non-Highly Compensated Employees.

1.38 Matching Contribution Account means the separate, individual account established on behalf of a Participant to which the Matching Contributions made on such Participant’s behalf are credited, together with all earnings and appreciation thereon, and against which are charged any withdrawals, loans and other distributions made from such account and any losses, depreciation or expenses allocable to amounts credited to such account.

1.39 Matching Contributions means the contributions made by the Employer pursuant to Section 3.4.

1.40 Named Fiduciaries means the Trustee and the Committee designated by the Sponsoring Employer to control and manage the operation and administration of the Plan.

1.41 Net Value means the value of an Employee’s Accounts as determined as of the Valuation Date coincident with or next following the event requiring such determination.

1.42 Non-Highly Compensated Employee means, with respect to a Plan Year, an Employee who is not a Highly Compensated Employee.

1.43 Normal Retirement Age means the date an Employee attains age sixty-five (65).

1.44 Normal Retirement Date means the first day of the month coincident with or next following the Participant’s Normal Retirement Age.

750 11 Fox Chase Bank

Article I —

Definitions

1.45 One Year Period of Severance means, for purposes of determining a Participant’s eligibility service pursuant to Article II, and a Participant’s vested service on and after July 1, 2006, a twelve (12) consecutive month period following an Employee’s Termination of Service with the Employer during which the Employee did not perform an Hour of Service.

Prior to the Restatement Date, a One Year Period of Severance means, for purposes of determining a Participant’s vested service, a Plan Year during which the Employee did not complete at least five hundred one (501) Hours of Service.

Notwithstanding the foregoing, if an Employee is absent from employment for maternity or paternity reasons, such absence during the twenty-four (24) month period commencing on the first date of such absence shall not constitute a One Year Period of Severance. An absence from employment for maternity or paternity reasons means an absence (a) by reason of pregnancy of the Employee, or (b) by reason of a birth of a child of the Employee, or (c) by reason of the placement of a child with the Employee in connection with the adoption of such child by such Employee, or (d) for purposes of caring for such child for a period beginning immediately following such birth or placement.

1.46 Participant means an Eligible Employee who participates in accordance with the provisions of Section 2.3, and whose participation in the Plan has not been terminated in accordance with the provisions of Section 2.4.

1.47 Participating Affiliate means any corporation that is a member of a controlled group of corporations (within the meaning of Section 414(b) of the Code) of which the Sponsoring Employer is a member and any unincorporated trade or business that is a member of a group of trades or businesses under common control (within the meaning of Section 414(c) of the Code) of which the Sponsoring Employer is a member, which, with the prior approval of the Sponsoring Employer and subject to such terms and conditions as may be imposed by such Sponsoring Employer, shall adopt this Plan in accordance with the provisions of Section 13.8. Such entity shall continue to be a Participating Affiliate until such entity terminates its participation in the Plan in accordance with Section 13.8.

1.48 Period of Service means the following:

(a) For purposes of determining a Participant’s eligibility service pursuant to Article II, a period commencing with an Employee’s Employment Commencement Date and ending on the date such Employee first incurs a Termination of Service.

(b) For purposes of determining a Participant’s vested service pursuant to Article IV:

(i) If an Employee’s Employment Commencement Date occurred prior to July 1, 2006, the sum of:

(A) The number of completed Years of Service credited to such Employee as of June 30, 2006; and

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Article I —

Definitions

(B) the greater of:

(I) a Year of Service for the period commencing on July 1, 2006 and ending on June 30, 2007, provided such Employee completes at least one thousand (1,000) Hours of Service during such period; and

(II) the period commencing with July 1, 2006 and ending on the date such Employee first incurs a Termination of Service.

(ii) If an Employee’s Employment Commencement Date occurs on or subsequent to July 1, 2006 and prior to June 30, 2007 and if such Employee is employed by the Employer on June 30, 2007, the period commencing on July 1, 2007 and ending on the date such Employee first incurs a Termination of Service. In addition, if such Employee completes at least one thousand (1,000) Hours of Service during the twelve (12) month period commencing with his Employment Commencement Date, his Period of Service shall be credited with an additional year.

(iii) If an Employee’s Employment commencement Date occurs on or after July 1, 2007, the period commencing on the Employee’s Employment Commencement Date and ending on the first day of the month coincident with or next following the employee’s Termination of Service.

Notwithstanding the foregoing, the period between the first and second anniversary of the first date of a maternity or paternity absence described under Section 1.43 shall not be included in determining a Period of Service.

A period during which an individual was not employed by the Employer shall nevertheless be deemed to be a Period of Service if such individual incurred a Termination of Service and:

(a) such Termination of Service was the result of resignation, discharge or retirement and such individual is reemployed by the Employer within one (1) year after such Termination of Service; or

(b) such Termination of Service occurred when the individual was otherwise absent for less than one (1) year and he was reemployed by the Employer within one (1) year after the date such absence began.

All Periods of Service not disregarded under Sections 2.5 and 4.3 shall be aggregated.

Wherever used in the Plan, a Period of Service means the quotient obtained by dividing the days in all Periods of Service not disregarded hereunder by three hundred sixty-five (365) and disregarding any fractional remainder.

1.49 Plan means the Fox Chase Bank 401(k) Retirement Plan, as herein restated and as it may be amended from time to time.

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Definitions

1.50 Plan Administrator means the person or persons who have been designated as such by the Employer in accordance with the provisions of Section 9.4.

1.51 Plan Year means the calendar year.

1.52 Postponed Retirement Date means the first day of the month coincident with or next following a Participant’s date of actual retirement which occurs after his Normal Retirement Date.

1.53 Prior Plan means the Fox Chase Bank 401(k) Retirement Plan as in effect on the date immediately preceding the Restatement Date.

1.54 Qualified Nonelective Contributions means contributions, other than Matching Contributions made by the Employer, which (a) Participants may not elect to receive in cash in lieu of their being contributed to the Plan; (b) are one hundred percent (100%) nonforfeitable when made; and (c) are not distributable under the terms of the Plan to Participants or their Beneficiaries until the earliest of:

(i) the Participant’s death, Disability or separation from service for other reasons;

(ii) the Participant’s attainment of age fifty-nine and one-half (59-1/2); or

(iii) termination of the Plan.

Special Contributions defined under Section 1.62 are Qualified Nonelective Contributions.

1.55 Restatement Date means July 1, 2006.

1.56 Retirement Date means the Participant’s Normal Retirement Date, Early Retirement Date or Postponed Retirement Date, whichever is applicable.

1.57 Rollover Contribution means (a) a contribution to the Plan of money received by an Employee from a qualified plan, or (b) a contribution to the Plan of money transferred directly from another qualified plan on behalf of the Employee, which the Code permits to be rolled over into the Plan. The Plan will additionally accept eligible rollover contributions and/or direct rollovers of distributions from (i) an annuity contract described in Section 403(b) of the Code (excluding after-tax Employee contributions); (ii) an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state; (iii) the portion of a distribution from an individual retirement account or annuity described in Section 408(a) or Section 408(b) of the Code that is eligible to be rolled over and would otherwise be included in gross income; and (iv) a designated Roth Code Section 401(k) or Code Section 403(b) account under another qualified plan or from a Roth IRA.

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Article I —

Definitions

1.58 Rollover Contribution Account means the separate, individual account established on behalf of an Employee to which his Rollover Contributions are credited together with all earnings and appreciation thereon, and against which are charged any withdrawals, loans and other distributions made from such account and any losses, depreciation or expenses allocable to amounts credited to such account.

1.59 Roth Contribution Account means, if implemented, upon approval by the Employer, the separate, individual account established on behalf of a Participant to which Roth Contributions and Catch-Up Contributions, if any, made by the Participant are credited, together with all earnings and appreciation thereon, and against which are charged any withdrawals, loans and other distributions made from such account and any losses, depreciation or expenses allocable to amounts credited to such account. Earnings and appreciation credited on Roth Contributions are before-tax amounts.

1.60 Roth Contributions means, if implemented, upon approval by the Employer, the after-tax contributions made in accordance with the Compensation Reduction Agreements of Participants pursuant to Section 3.1.

1.61 Seasonal Employees means hourly Employees who are college students who work less than one thousand (1,000) Hours of Service during the calendar year. Seasonal Employees also include lunch-time tellers who work three (3) Hours of Service per day during the calendar year and do not work during the summer months.

1.62 Special Contributions means the contributions made by the Employer pursuant to Section 3.5. Special Contributions are Qualified Nonelective Contributions as defined under Section 1.54.

1.63 Sponsoring Employer means Fox Chase Bank, or any successor organization which shall continue to maintain the Plan set forth herein.

1.64 Spouse means a person to whom the Employee was legally married and which marriage had not been dissolved by formal divorce proceedings that had been completed prior to the date on which payments to the Employee are scheduled to commence.

1.65 Termination of Service means the earlier of (a) the date on which an Employee’s service is terminated by reason of his resignation, retirement, discharge, death or Disability or (b) the first anniversary of the date on which such Employee’s active service ceases for any other reason.

Service in the Armed Forces of the United States of America shall not constitute a Termination of Service but shall be considered to be a period of employment by the Employer provided that (i) such military service is caused by war or other emergency or the Employee is required to serve under the laws of conscription in time of peace, (ii) the Employee returns to employment with the Employer within six (6) months following discharge from such military service and (iii) such Employee is reemployed by the Employer at a time when the Employee had a right to reemployment at his former

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Article I —

Definitions

position or substantially similar position upon separation from such military duty in accordance with seniority rights as protected under the laws of the United States of America. Notwithstanding any provision of the Plan to the contrary, contributions, benefits and calculation of Periods of Service with respect to qualified military service will be provided in accordance with Section 414(u) of the Code.

A leave of absence granted to an Employee by the Employer shall not constitute a Termination of Service provided that the Participant returns to the active service of the Employer at the expiration of any such period for which leave has been granted.

Notwithstanding the foregoing, an Employee who is absent from service with the Employer beyond the first anniversary of the first date of his absence for maternity or paternity reasons set forth in Section 1.44 shall incur a Termination of Service for purposes of the Plan on the second anniversary of the date of such absence.

1.66 Trust Agreement means the agreement or agreements between the Employer and a Trustee pursuant to which the Trust Fund shall be held in trust.

1.67 Trustee means the RSGroup Trust Company, Portland, Maine, or any successor trustee of the Plan.

1.68 Trust Fund means the Plan assets held in accordance with the Trust Agreement.

1.69 Trust Fund Units means the units of measure of an Employee’s proportionate undivided beneficial interest in one or more of the Investment Funds, other than in the Employer Stock Fund, valued as of the close of business.

1.70 Valuation Date means each business day.

1.71 Vesting Computation Period means a Plan Year.

1.72 Year of Service means, with respect to Periods of Service credited prior to the Restatement Date, a Vesting Computation Period during which the Employee completes at least one thousand (1,000) Hours of Service.

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Article II —

Eligibility and Participation

ARTICLE II —

ELIGIBILITY AND PARTICIPATION

2.1 Eligibility

(a) Every Employee who was a Participant in the Prior Plan immediately prior to the Restatement Date shall continue to be a Participant on the Restatement Date.

(b) Every other Employee who is not excluded under the provisions of Section 2.2 shall become an Eligible Employee upon the completion of a Period of Service of one (1) Month of Service (30 days of service).

(c) For purposes of determining if an Employee completed a Period of Service of one (1) month, employment with an Affiliated Employer shall be deemed employment with the Employer.

(d) An Employee who otherwise satisfies the requirements of this Section 2.1 and who is no longer excluded under the provisions of Section 2.2 shall immediately become an Eligible Employee.

2.2 Ineligible Employees

The following classes of Employees are ineligible to participate in the Plan:

(a) Leased Employees;

(b) Employees in a unit of Employees covered by a collective bargaining agreement with the Employer pursuant to which employee benefits were the subject of good faith bargaining and which agreement does not expressly provide that Employees of such unit be covered under the Plan;

(c) Employees who are non resident aliens (within the meaning of section 7701(b)(1)(B) of the Code) deriving no earned income (within the meaning of section 911(d)(2) of the Code) from the Employer which constitutes income from sources within the United States (within the meaning of section 861(a)(3) of the Code); and

(d) Seasonal Employees.

2.3 Participation

Participation in the Plan is voluntary with respect to an election for Before-Tax Contributions and/or Roth Contributions, if implemented, upon approval by the Employer. An Eligible Employee may elect to make Before-Tax Contributions and/or Roth Contributions, if any, in accordance with Section 3.1, as of the first day of any calendar month following satisfaction of the eligibility requirements set forth in Section

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Eligibility and Participation

2.1. In addition, an Eligible Employee will automatically participate in the Plan upon satisfaction of the eligibility requirements set forth in Section 2.1, with respect to eligibility for Special Contributions in accordance with Section 3.5.

An election for Before-Tax Contributions and/or Roth Contributions, if implemented, upon approval by the Employer shall be evidenced by completing and filing the form or forms (including electronic forms) prescribed by the Committee not less than ten (10) days prior to the date participation is to commence. Such form or forms shall include, but not be limited to, a Compensation Reduction Agreement, a designation of Beneficiary, and an investment direction as described in Section 6.1. By completing and filing such form or forms, the Eligible Employee authorizes the Employer to make the applicable payroll deductions from Compensation, commencing on the first applicable payday coincident with or next following the effective date of the Eligible Employee’s election to participate. In the case of Special Contributions, a Participant shall complete a form or forms prescribed by the Committee, designating a Beneficiary and an investment direction as described in Section 6.1.

2.4 Termination of Participation

Participation in the Plan shall terminate on the earlier of the date a Participant dies or the entire vested interest in the Net Value of such Participant’s Accounts has been distributed.

2.5 Eligibility upon Reemployment

If an Employee incurs a One Year Period of Severance prior to satisfying the eligibility requirements of Section 2.1, service prior to such One Year Period of Severance shall be disregarded and such Employee must satisfy the eligibility requirements of Section 2.1 as a new Employee.

If an Employee incurs a One Year Period of Severance after satisfying the eligibility requirements of Section 2.1 and again performs an Hour of Service, the Employee shall be eligible to participate in the Plan immediately upon reemployment, provided such Employee is not excluded from participating under the provisions of Section 2.2.

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Article III —

Contributions and Limitations on Contributions

ARTICLE III —

CONTRIBUTIONS AND LIMITATIONS ON CONTRIBUTIONS

3.1 Elective Contributions

The Employer shall make Before-Tax Contributions and/or after-tax Roth Contributions, if implemented, upon approval by the Employer, for each payroll period in an amount equal to the amount by which a Participant’s Compensation has been reduced with respect to such period under his Compensation Reduction Agreement. Subject to the limitations set forth in Sections 3.2 and 3.11, the amount of reduction authorized by the Eligible Employee shall be whole percentages of Compensation and shall not be less than one percent (1%) nor greater than twenty-five percent (25%). The Before-Tax Contributions made on behalf of a Participant shall be credited to such Participant’s Before-Tax Contribution Account and shall be invested in accordance with Article VI of the Plan. The Roth Contributions, if any, made by a Participant shall be credited to such Participant’s Roth Contribution Account and shall be invested in accordance with Article VI of the Plan.

3.2 Limitations on Elective Contributions

(a) The percentage of Elective Contributions made on behalf of a Participant who is a Highly Compensated Employee shall be limited so that the Average Actual Deferral Percentage for the group of such Highly Compensated Employees for the Plan Year does not exceed the greater of:

(i) the Average Actual Deferral Percentage for the group of Eligible Employees who were Non-Highly Compensated Employees for the preceding Plan Year multiplied by 1.25; or

(ii) the Average Actual Deferral Percentage for the group of Eligible Employees who were Non-Highly Compensated Employees for the preceding Plan Year multiplied by two (2), provided that the difference in the Average Actual Deferral Percentage for eligible Highly Compensated Employees and eligible Non-Highly Compensated Employees does not exceed two percent (2%). Use of this alternative limitation shall be subject to the provisions of Income Tax Regulations issued under Code Section 401(m)(9) regarding the multiple use of the alternative limitation set forth in Sections 401(k) and 401(m) of the Code.

The preceding Plan Year testing method can only be modified if the Plan meets the requirements for changing to current Plan Year testing as set forth in Internal Revenue Service Notice 98-1, or any successor future guidance issued by the Internal Revenue Service.

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Article III —

Contributions and Limitations on Contributions

The above subsections (i) and (ii) shall be subject to the distribution provisions of the last paragraph of Section 3.11(f).

If the Average Actual Deferral Percentage for the group of eligible Highly Compensated Employees exceeds the limitations set forth in the preceding paragraph, the amount of excess Elective Contributions for a Highly Compensated Employee shall be determined by “leveling” (as hereafter defined), the highest Elective Contributions made by Highly Compensated Employees until the Average Actual Deferral Percentage test for the group of eligible Highly Compensated Employees complies with such limitations. For purposes of this paragraph, “leveling” means reducing the Elective Contributions of the Highly Compensated Employee with the highest Elective Contribution amount to the extent required to:

(A) enable the Average Actual Deferral Percentage limitations to be met; or

(B) cause such Highly Compensated Employee’s Elective Contribution amount to equal the dollar amount of the Elective Contributions of the Highly Compensated Employee with the next highest Elective Contribution amount by distribution of such excess Elective Contributions, as described below, to the Highly Compensated Employee whose Elective Contributions equal the highest dollar amount,

and repeating such process until the Average Actual Deferral Percentage for the group of eligible Highly Compensated Employees complies with the Average Actual Deferral Percentage limitations. Reduction of Elective Contributions hereunder shall first be made from the Highly Compensated Employee’s Roth Contribution Account, if implemented, upon approval by the Employer, followed by his Before-Tax Contribution Account.

If Elective Contributions made on behalf of a Participant during any Plan Year exceed the maximum amount applicable to a Participant as set forth above, any such contributions, including any earnings thereon as determined under Section 3.8, shall be characterized as Compensation payable to the Participant and shall be paid to the Participant from his Before-Tax Contribution Account and/or Roth Contribution Account, if implemented, upon approval by the Employer, and as applicable, no later than two and one-half (2-1/2) months after the close of such Plan Year.

If Elective Contributions during any Plan Year exceed the maximum amount applicable to a Participant as set forth above, any Matching Contributions, including any earnings thereon as determined under Section 3.8, that are attributable to Before-Tax Contributions and/or Roth Contributions, if implemented, upon approval by the Employer, which are returned to the Participant as provided hereunder, shall be treated as Forfeitures under Section 4.2.

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Article III —

Contributions and Limitations on Contributions

In the event that the Plan satisfies the requirements of Section 401(k), 401(a)(4) or 410(b) of the Code only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of Section 401(k), 401(a)(4) or 410(b) of the Code only if aggregated with the Plan, then this Section 3.2 shall be applied by determining the Actual Deferral Percentages of Eligible Employees as if all such plans were a single plan.

If any Highly Compensated Employee is a Participant in two (2) or more cash or deferred arrangements of the Employer, for purposes of determining the Actual Deferral Percentage with respect to such Highly Compensated Employee, all cash or deferred arrangements shall be treated as one (1) cash or deferred arrangement.

(b) Elective Contributions, as described under Section 3.1, and any elective deferrals (as defined under Section 402(g) of the Code) under all other plans, contracts or arrangements of the Employer may be adjusted as prescribed by the Secretary of the Treasury under Section 415(d) of the Code. This Section 3.2(b) shall be subject to the distribution provisions of the last paragraph of Section 3.11(f).

No Participant shall be permitted to have elective deferrals made under this Plan, or any other qualified plan maintained by the Employer during any taxable year, in excess of the dollar limitation contained in Section 402(g) of the Code in effect for such taxable year, except to the extent permitted under Section 3.6, if applicable.

(c) If Elective Contributions made on behalf of a Participant during any Plan Year exceed the dollar limitation set forth in subsection (b), such contributions, including any earnings thereon as determined under Section 3.8, shall be characterized as Compensation payable to the Participant and shall be paid to the Participant from his Before-Tax Contribution Account and/or Roth Contribution Account, if implemented, upon approval by the Employer, and as applicable, no later than April 15th of the calendar year following the close of such Plan Year.

If Elective Contributions during any Plan Year exceed the maximum dollar amount applicable to a Participant as set forth in subsection (b), any Matching Contributions, including any earnings thereon as determined under Section 3.8, that are attributable to Before-Tax Contributions and/or Roth Contributions, if implemented, upon approval by the Employer, which are returned to the Participant as provided hereunder, shall be treated as Forfeitures under Section 4.2.

(d) Subject to the requirements of Sections 401(a) and 401(k) of the Code, the maximum amounts under subsections (a) and (b) may differ in amount or percentage as between individual Participants or classes of Participants, and any Compensation Reduction Agreement may be terminated, amended, or suspended without the consent of any such Participant or Participants in order to comply with the provisions of such subsections (a) and (b).

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Article III —

Contributions and Limitations on Contributions

3.3 Changes in Elective Contributions

Unless (a) an election is made to the contrary, or (b) a Participant receives a Hardship distribution pursuant to Section 7.3(c)(iii), the percentage of Elective Contributions made under Section 3.1 shall continue in effect as long as the Participant has a Compensation Reduction Agreement in force. A Participant may, by completing the applicable form (or electronically), prospectively increase or decrease the rate of Elective Contributions to any of the percentages authorized under Section 3.1 or suspend Elective Contributions without withdrawing from participation in the Plan. Such election must be filed at least ten (10) days prior to the first day of the payroll period with respect to which such change is to become effective. A Participant who has Elective Contributions suspended may resume such contributions by completing and filing the applicable form (or electronically). Not more often than once during any calendar quarter may an election be made which would prospectively increase, decrease, suspend or resume Elective Contributions of a Participant. A Participant may terminate his Elective Contributions at any time.

Elective Contributions based on Compensation for the period during which such contributions had been suspended or decreased may not be made up at a later date.

3.4 Matching Contributions

(a) The Employer shall make contributions on behalf of each Participant in an amount equal to thirty three and one third percent (33-1/3%) of the first six percent (6%) of such Participant’s Elective Contributions, up to a maximum of two percent (2%) of the Participant’s Compensation.

(b) Matching Contributions shall be credited to the Participant’s Matching Contribution Account and shall be invested in accordance with Article VI of the Plan.

(c) If a Participant terminates his Elective Contributions, Matching Contributions attributable to such contributions will also cease. If Elective Contributions are suspended, the Matching Contributions attributable to such contributions will be suspended for the same period. Subject to the limitations set forth in subsection (a), if Elective Contributions are increased or decreased, Matching Contributions attributable to such contributions will be increased or decreased during the same period. Matching Contributions for the period during which Elective Contributions had been suspended or decreased may not be made up at a later date.

(d) Matching Contributions may be reviewed and modified by the Employer’s Board, from time to time.

3.5 Special Contributions

In addition to any other contributions, the Employer may, in its discretion, make Special Contributions for a Plan Year to the Before-Tax Contribution Account of any Eligible

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Article III —

Contributions and Limitations on Contributions

Employees. Such Special Contributions may be limited to the amount necessary to insure that the Plan complies with the requirements of Section 401(k) of the Code. The Special Contributions made on behalf of a Participant shall be invested in accordance with Article VI of the Plan.

The Employer may provide that Special Contributions be made only on behalf of each Eligible Employee who is a Non-Highly Compensated Employee on the last day of the Plan Year. Such Special Contributions shall be allocated in proportion to each such Eligible Employee’s Compensation for the Plan Year.

Any other provision of the Plan to the contrary notwithstanding, no Matching Contributions shall be made with respect to any Special Contributions.

3.6 Catch-Up Contributions

All Employees who are eligible to make Elective Contributions under this Plan and who have attained age 50 before the close of the Plan Year, shall be eligible to make Catch-Up Contributions in accordance with, and subject to the limitations of Section 414(v) of the Code. Such Catch-Up Contributions shall not be taken into account for purposes of Section 3.2(b) implementing the required limitations of Section 402(g) of the Code and Section 3.11 implementing the required limitations of Section 415 of the Code. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such Catch-Up Contributions.

Catch-Up Contributions shall be credited to an Employee’s Before-Tax Contribution Account or Roth Contribution Account, if implemented, upon approval by the Employer, as applicable, and shall be invested in accordance with Article VI of the Plan.

3.7 Limitation on Matching Contributions

The Actual Contribution Percentage made on behalf of a Participant who is a Highly Compensated Employee shall be limited so that the Average Actual Contribution Percentage for the group of such Highly Compensated Employees for the Plan Year shall not exceed the greater of:

(a) the Average Actual Contribution Percentage for the group of Eligible Employees who were Non-Highly Compensated Employees for the preceding Plan Year multiplied by 1.25; or

(b) the Average Actual Contribution Percentage for the group of Eligible Employees who were Non-Highly Compensated Employees for the preceding Plan Year multiplied by two (2), provided, that the difference in the Average Actual Contribution Percentage for Highly Compensated Employees and Non-Highly Compensated Employees does not exceed two percent (2%). Use of this alternative limitation shall be subject to the provisions of Income Tax Regulations

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Article III —

Contributions and Limitations on Contributions

issued under Code Section 401(m)(9) regarding the multiple use of the alternative limitation set forth in Sections 401(k) and 401(m) of the Code.

The preceding Plan Year testing method can only be modified if the Plan meets the requirements for changing to current Plan Year testing as set forth in Internal Revenue Service Notice 98-1, or any successor future guidance issued by the Internal Revenue Service.

The above subsections (a) and (b) shall be subject to the distribution provisions of the last paragraph of Section 3.11(f).

If the Average Actual Contribution Percentage for the group of eligible Highly Compensated Employees exceeds the limitations set forth in the preceding paragraph, the amount of excess Matching Contributions for a Highly Compensated Employee shall be determined by “leveling” (as hereafter defined,) the highest Matching Contributions until the Average Actual Contribution Percentage test for the group of eligible Highly Compensated Employees complies with such limitations. For purposes of this paragraph, “leveling” means reducing the Matching Contributions made on behalf of the Highly Compensated Employee with the highest Matching Contribution amount to the extent required to:

(i) enable the Average Actual Contribution Percentage limitations to be met; or

(ii) cause such Highly Compensated Employee’s Matching Contribution amount to equal the dollar amount of the Matching Contribution made on behalf of the Highly Compensated Employee with the next highest Matching Contribution amount,

and repeating such process until the Average Actual Contribution Percentage for the group of eligible Highly Compensated Employees complies with the Average Actual Contribution Percentage limitations.

If Matching Contributions during any Plan Year exceed the maximum amount applicable to a Participant as set forth above, any such contributions, including any earnings thereon as determined under Section 3.8, shall, whether or not vested, be treated as Forfeitures under Section 4.2.

In the event that the Plan satisfies the requirements of Section 401(m), 401(a)(4) or 410(b) of the Code only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of Section 401(m), 401(a)(4) or 410(b) of the Code only if aggregated with the Plan, then this Section 3.7 shall be applied by determining the Actual Contribution Percentages of Eligible Employees as if all such plans were a single plan.

If any Highly Compensated Employee is a Participant in two (2) or more plans of the Employer, for purposes of determining the Actual Contribution Percentage with respect to such Highly Compensated Employee, all such plans shall be treated as one (1) plan.

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Article III —

Contributions and Limitations on Contributions

3.8 Interest on Excess Contributions

In the event Before-Tax Contributions and/or Roth Contributions, if implemented, upon approval by the Employer and/or Matching Contributions made on behalf of a Participant during a Plan Year exceed the maximum allowable amount as described in Section 3.2(a), 3.2(b) or 3.7 (“Excess Contributions”) and such Excess Contributions and earnings thereon are payable to the Participant under the applicable provisions of the Plan, earnings on such Excess Contributions for the period commencing with the first day of the Plan Year in which the Excess Contributions were made and ending with the date of payment to the Participant (“Allocation Period”) shall be determined in accordance with the provisions of this Section 3.8.

The earnings allocable to excess Before-Tax Contributions and/or Roth Contributions, if implemented, upon approval by the Employer, for an Allocation Period shall be equal to the sum of (a) plus (b) where (a) and (b) are determined as follows:

(a) The amount of earnings attributable to the Participant’s Before-Tax Contribution Account and/or Roth Contribution Account, if any, for the Plan Year multiplied by a fraction, the numerator of which is the excess Before-Tax Contributions and Special Contributions and/or Roth Contributions, if any, for the Plan Year, and the denominator of which is the sum of (i) the Net Value of the Participant’s Before-Tax Contribution Account and/or Roth Contribution Account, if any, as of the last day of the immediately preceding Plan Year and (ii) the contributions (including the Excess Contributions) made to the Before-Tax Contribution Account and/or Roth Contribution Account, if any, on the Participant’s behalf during such Plan Year.

(b) The amount of earnings attributable to the Participant’s Before-Tax Contribution Account and/or Roth Contribution Account, if implemented, upon approval by the Employer, for the period commencing with the first day of the Plan Year in which payment is made to the Participant and ending with the date of payment to the Participant multiplied by a fraction, the numerator of which is the excess Before-Tax Contributions and Special Contributions and/or Roth Contributions, if any, made to the Before-Tax Contribution Account and/or Roth Contribution Account, if any, on the Participant’s behalf during the Plan Year immediately preceding the Plan Year in which the payment is made to the Participant, and the denominator of which is the Net Value of the Participant’s Before-Tax Contribution Account and/or Roth Contribution Account, if any, on the first day of the Plan Year in which the payment is made to the Participant.

The earnings allocable to excess Matching Contributions for an Allocation Period shall be equal to the sum of (A) and (B) where (A) and (B) are determined as follows:

(A) The amount of earnings attributable to the Participant’s Matching Contribution Account for the Plan Year multiplied by a fraction, the numerator of which is the excess Matching Contributions for the Plan Year, and the denominator of which is

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Article II —

Contributions and Limitations on Contributions

the sum of (I) the Net Value of the Participant’s Matching Contribution Account as of the last day of the immediately preceding Plan Year and (II) the contributions (including the Excess Contributions) made to the Matching Contribution Account on the Participant’s behalf during such Plan Year.

(B) The amount of earnings attributable to the Participant’s Matching Contribution Account for the period commencing with the first day of the Plan Year in which payment is made to the Participant and ending with the date of payment to the Participant multiplied by a fraction, the numerator of which is the excess Matching Contributions made to the Matching Contribution Account on the Participant’s behalf during the Plan Year immediately preceding the Plan Year in which the payment is made to the Participant, and the denominator of which is the Net Value of the Participant’s Matching Contribution Account on the first day of the Plan Year in which the payment is made to the Participant.

3.9 Payment of Contributions

As soon as possible after each payroll period, but not less often than once a month, the Employer shall deliver to the Trustee: (a) the Before-Tax Contributions and/or Roth Contributions, if implemented, upon approval by the Employer, required to be made to the Trust Fund during such payroll period under the applicable Compensation Reduction Agreements, and (b) the amount of all Matching Contributions required to be made to the Trust Fund for such payroll period.

Special Contributions shall be forwarded by the Employer to the Trustee no later than the time for filing the Employer’s federal income tax return, plus any extensions thereon, for the Plan Year to which they are attributable.

3.10 Rollover Contribution

Subject to such terms and conditions as may from time to time be established by the Committee and the Trustee, an Employee, whether or not a Participant, may contribute a Rollover Contribution to the Trust Fund; provided, however, that such Employee shall submit a written certification, in form and substance satisfactory to the Committee, that the contribution qualifies as a Rollover Contribution. The Committee shall be entitled to rely on such certification and shall accept the contribution on behalf of the Trustee. Rollover Contributions shall be credited to an Employee’s Rollover Contribution Account and shall be invested in accordance with Article VI of the Plan.

3.11 Section 415 Limits on Contributions

(a) For purposes of this Section 3.11, the following terms and phrases shall have the meanings hereafter ascribed to them:

(i) “Annual Additions” shall mean the sum of the following amounts credited to a Participant’s Accounts for the Limitation Year: (A) Employer contributions, including Before-Tax Contributions and Matching

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Article II —

Contributions and Limitations on Contributions

Contributions; (B) Roth Contributions, if implemented, upon approval by the Employer and any other Employee contributions; (C) forfeitures; and (D) (1) amounts allocated to an individual medical account, as defined in Section 415(l)(2) of the Code, which is part of a pension or annuity plan maintained by the Employer and (2) amounts derived from contributions, paid or accrued, which are attributable to post-retirement medical benefits allocated to the separate account of a key employee, as defined in Section 419A(d)(3) of the Code, under a welfare benefit fund as defined in Section 419(e) of the Code, maintained by the Employer are treated as Annual Additions. Annual Additions include the following contributions credited to a Participant’s Accounts for the Limitation Year, regardless of whether such contributions have been distributed to the Participant:

(I) Before-Tax Contributions and/or Roth Contributions, if any, which exceed the limitations set forth in Section 3.2(a);

(II) Before-Tax Contributions and/or Roth Contributions, if any made on behalf of a Highly Compensated Employee which exceed the limitations set forth in Section 3.2(b); and

(III) Matching Contributions made on behalf of a Highly Compensated Employee which exceed the limitations set forth in Section 3.7.

(ii) “Current Accrued Benefit” shall mean a Participant’s annual accrued benefit under a defined benefit plan, determined in accordance with the meaning of Section 415(b)(2) of the Code, as if the Participant had separated from service as of the close of the last Limitation Year beginning before January 1, 1987. In determining the amount of a Participant’s Current Accrued Benefit, the following shall be disregarded:

(A) any change in the terms and conditions of the defined benefit plan after May 5, 1986; and

(B) any cost of living adjustment occurring after May 5, 1986.

(iii) “Defined Benefit Plan” and “Defined Contribution Plan” shall have the meanings set forth in Section 415(k) of the Code.

(iv) “Limitation Year” shall mean the calendar year.

(v) “Section 415 Compensation” shall be a Participant’s remuneration as defined in Income Tax Regulations Sections 1.415-2(d)(2), (3) and (6). For purposes of this Section, Section 415 Compensation shall include (A) any elective deferral (as defined in Section 402(g)(3) of the Code, and (B) any amount which is contributed or deferred by the Employer at the election of the Employee and which is not includable in the gross income of the Employee by reason of Section 125 or 457 of the Code.

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Article III —

Contributions and Limitations on Contributions

For purposes of applying the Limitations described in this Section 3.11, compensation paid or made available during such Limitation Years shall include elective amounts that are not includable in the gross income of an Employee by reason of Section 132(f)(4) of the Code.

(b) For purposes of applying the Section 415 limitations, the Employer and all members of a controlled group of corporations (as defined under Section 414(b) of the Code as modified by Section 415(h) of the Code), all commonly controlled trades or businesses (as defined under Section 414(c) of the Code as modified by Section 415(h) of the Code), all affiliated service groups (as defined under Section 414(m) of the Code) of which the Employer is a member, any leasing organization (as defined under Section 414(n) of the Code) that employs any person who is considered an Employee under Section 414(n) of the Code and any other group provided for under any and all Income Tax Regulations promulgated by the Secretary of the Treasury under Section 414(o) of the Code, shall be treated as a single employer.

(c) If the Employer maintains more than one qualified Defined Contribution Plan on behalf of its Employees, such plans shall be treated as one Defined Contribution Plan for purposes of applying the Section 415 limitations of the Code.

(d) Except to the extent permitted under Section 3.6, if applicable, the Annual Additions that may be contributed or allocated to a Participant’s Accounts under the Plan for any Limitation Year shall not exceed the lesser of:

(i) forty thousand dollars ($40,000), as adjusted for increases in the cost-of-living under Section 415(d) of the Code; or

(ii) one hundred percent (100%) of the Participant’s Section 415 Compensation for the Limitation Year.

The compensation limit referred to in subsection (ii), above, shall not apply to any contribution for medical benefits after separation from service (within the meaning of Section 401(h) or Section 419A(f)(2) of the Code) which is otherwise treated as an Annual Addition.

(e) If, as a result of the allocation of forfeitures, a reasonable error in estimating a Participant’s annual Compensation, a reasonable error in determining the amount of elective deferrals that may be made with respect to any Participant, or as otherwise permitted by the Internal Revenue Service, the Annual Additions to a Participant’s Accounts for a Limitation Year exceed the limitation set forth in subsection (d) above during the Limitation Year, any or all of the following contributions on behalf of such Participant shall be immediately adjusted to that amount which will result in such Annual Additions not exceeding the limitation set forth in subsection (d):

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Article III —

Contributions and Limitations on Contributions

(i) Before-Tax Contributions and/or Roth Contributions, if implemented, upon approval by the Employer;

(ii) Special Contributions; and

(iii) Matching Contributions.

(f) If the Annual Additions to a Participant’s Accounts for a Limitation Year exceed the limitations set forth in subsection (d) above at the end of a Limitation Year, such excess amounts shall not be treated as Annual Additions in such Limitation Year but shall instead be treated in accordance with the following:

(i) such excess amounts shall be used to reduce the Elective Contributions, Matching Contributions and/or Special Contributions to be made on behalf of such Participant in the succeeding Limitation Year, provided that such Participant is an Eligible Employee during such succeeding Limitation Year. If such Participant is not an Eligible Employee or ceases to be an Eligible Employee during such succeeding Limitation Year, any remaining excess amounts from the preceding Limitation Year shall be allocated during such succeeding Limitation Year to each Participant then actively participating in the Plan. Such allocation shall be in proportion to the Elective Contributions made to date on his behalf for such Limitation Year, or the prior Limitation Year with respect to an allocation as of the beginning of a Limitation Year, before any other contributions are made in such succeeding Limitation Year; or

(ii) such excess amounts may be reduced by the distribution of such Participant’s Elective Contributions to such Participant.

The Employer will, at the end of the Limitation Year in which such excess amounts were made, choose the manner in which to treat such excess amounts on a uniform and nondiscriminatory basis on behalf of all affected Participants. If such excess amounts are reduced by the distribution described in subsection (ii), the amounts of such distribution shall not be taken into account for purposes of Sections 3.2(a)(i) and (ii), 3.7(a) and (b), or in determining the limitation in Section 3.2(b). In addition, any Matching Contributions attributable to such amounts shall constitute Forfeitures as described in Section 4.2.

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Article IV —

Vesting and Forfeitures

ARTICLE IV —

VESTING AND FORFEITURES

4.1 Vesting

(a) An Employee shall always be fully vested in the Net Value of his Before-Tax Contribution Account, the Net Value of his Roth Contribution Account, if implemented, upon approval by the Employer, and the Net Value of his Rollover Contribution Account.

(b) A Participant shall become fully vested in the Net Value of his Matching Contribution Account upon the earlier of such Participant’s (i) Normal Retirement Age or (ii) termination of employment by reason of death, Disability or reaching his Retirement Date.

(c) A Participant who is not fully vested under subsection (b) shall be vested in the Net Value of his Matching Contribution Account in accordance with the following schedule:

Period of Service	Vested Percentage
Less than 1 year	0%
1 year but less than 2 years	20%
2 years but less than 3 years	40%
3 years but less than 4 years	60%
4 years but less than 5 years	80%
5 or more years	100%

For purposes of determining a Participant’s Period of Service under this subsection (c) and under Section 4.3, employment with an Affiliated Employer shall be deemed employment with the Employer.

For purposes of determining a Participant’s vested percentage of the Net Value of his Matching Contribution Account, all Periods of Service shall be included.

(d) The vested Net Value of a Participant’s Matching Contribution Account shall be determined as follows:

(i) the Participant’s Matching Contribution Account shall first be increased to include (A) that portion of such Account which had been previously withdrawn in accordance with Sections 7.2 and 7.3 and (B) that portion of such Account which had been borrowed in accordance with Article VIII and is outstanding on the date of this determination;

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Article IV —

Vesting and Forfeitures

(ii) the applicable vested percentage determined in accordance with subsection (c) shall then be applied to such Account as determined in accordance with clause (i);

(iii) the amount determined in accordance with clause (ii) shall then be reduced by (A) that portion of such Account which had been previously withdrawn in accordance with Sections 7.2 and 7.3 and (B) that portion of such Account which had been borrowed in accordance with Article VIII and is outstanding on the date of this determination.

4.2 Forfeitures

If a Participant who is not fully vested in the Net Value of his Accounts terminates employment, the Trust Fund Units representing the nonvested portion of his Accounts shall constitute Forfeitures. Forfeitures shall be treated as Matching Contributions and shall be applied to reduce the amount of subsequent Matching Contributions otherwise required to be made. In no event shall Forfeitures be allocated to a Participant’s Roth Contribution Account.

With respect to a Participant’s Matching Contribution Account, anything in Section 4.1 to the contrary notwithstanding, any Matching Contribution forfeited in accordance with the sixth paragraph of Section 3.2(a), the second paragraph of Section 3.2(c), the fifth paragraph of Section 3.7 or the second paragraph of Section 3.11(f), shall be applied to reduce the amount of subsequent Matching Contributions otherwise required to be made.

If a former Participant who is not fully vested in the Net Value of his Accounts receives a distribution of his vested interest in the Net Value of his Accounts and is subsequently reemployed by the Employer prior to incurring five (5) consecutive One Year Periods of Severance, he shall have the Net Value of his Accounts as of the date he previously terminated employment reinstated provided he repays the full amount of his distribution in cash or cash equivalents before the end of the five (5) consecutive One Year Periods of Severance commencing with the date of distribution. The reinstated amount shall be unadjusted by any gains or losses occurring subsequent to the Participant’s termination of employment and prior to repayment of such distribution. Any forfeited amounts required to be reinstated hereunder shall be made by an additional Employer contribution for such Plan Year. If such former Participant does not repay the full amount of his distribution in cash or cash equivalents before the end of the five (5) consecutive One Year Periods of Severance commencing with the date of distribution, the Net Value of his Accounts as of the date he previously terminated employment shall not be reinstated.

If a former Participant who is not fully vested in the Net Value of his Accounts elects to defer distribution of his vested account interest, the nonvested portion of such former Participant’s Account shall be forfeited as of the date of his Termination of Service; provided, however, that if such former Participant is reemployed before incurring five (5) consecutive One Year Periods of Severance, the nonvested portion of his Accounts shall

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Article IV —

Vesting and Forfeitures

be reinstated in its entirety, unadjusted by any gains or losses occurring subsequent to the distribution.

4.3 Vesting upon Reemployment

(a) For purposes of this Section 4.3, “Period of Service” means an Employee’s Period of Service determined in accordance with Section 4.1(c).

(b) For the purpose of determining a Participant’s vested interest in the Net Value of his Matching Contribution Account:

(i) if an Employee is not vested in any Matching Contributions, incurs a One Year Period of Severance and again performs an Hour of Service, such Employee shall receive credit for his Periods of Service prior to his One Year Period of Severance only if the number of consecutive One Year Periods of Severance is less than the greater of: (A) five (5) years or (B) the aggregate number of his Periods of Service credited before his One Year Period of Severance.

(ii) if a Participant is partially vested in any Matching Contributions, incurs a One Year Period of Severance and again performs an Hour of Service, such Participant shall receive credit for his Periods of Service prior to his One Year Period of Severance; provided, however, that after five (5) consecutive One Year Periods of Severance, a former Participant’s vested interest in the Net Value of the Matching Contribution Account attributable to Periods of Service prior to his One Year Period of Severance shall not be increased as a result of his Periods of Service following his reemployment date.

(iii) if a Participant is fully vested in any Matching Contributions, incurs a One Year Period of Severance and again performs an Hour of Service, such Participant shall receive credit for all his Periods of Service prior to his One Year Period of Severance.

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Article V —

Trust Fund, Investment Funds And Voting Rights

ARTICLE V —

TRUST FUND, INVESTMENT FUNDS AND VOTING RIGHTS

5.1 Trust Fund

The Employer has adopted the Trust Agreement as the funding vehicle with respect to the Investment Funds.

All contributions forwarded by the Employer to the Trustee pursuant to the Trust Agreement shall be held by the Trustee in trust and shall be invested as provided in Article VI and in accordance with the terms and provisions of the Trust Agreement.

All assets of the Plan shall be held for the exclusive benefit of Participants, Beneficiaries or other persons entitled to benefits. No part of the corpus or income of the Trust Fund shall be used for, or diverted to, purposes other than for the exclusive benefit of Participants, Beneficiaries or other persons entitled to benefits and for defraying reasonable administrative expenses of the Plan and Trust Fund. No person shall have any interest in or right to any part of the earnings of the Trust Fund, or any rights in, to or under the Trust Fund or any part of its assets, except to the extent expressly provided in the Plan.

The Trustee shall invest and reinvest the Trust Fund, and the income therefrom, without distinction between principal and income, in accordance with the terms and provisions of the Trust Agreement. The Trustee may maintain such part of the Trust Fund in cash uninvested as it shall deem necessary or desirable. The Trustee shall be the owner of and have title to all the assets of the Trust Fund and shall have full power to manage the same, except as otherwise specifically provided in the Trust Agreement.

5.2 Interim Investments

The Trustee may temporarily invest any amounts designated for investment in any of the Investment Funds of the Trust Fund identified herein in the Investment Fund which provides for a stable investment return, as determined by the Trustee and retain the value of such contributions therein pending the allocation of such values to the Investment Funds designated for investment.

5.3 Account Values

The Net Value of the Accounts of an Employee means the sum of the total Net Value of each Account maintained on behalf of the Employee in the Trust Fund as determined as of the Valuation Date coincident with or next following the event requiring the determination of such Net Value. The assets of any Account shall consist of the Trust Fund Units credited to such Account. The Trust Fund Units shall be valued from time to time by the Trustee, in accordance with the Trust Agreement, but not less often than monthly. On the basis of such valuations, each Employee’s Accounts shall be adjusted to

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Article V —

Trust Fund, Investment Funds And Voting Rights

reflect the effect of income collected and accrued, realized and unrealized profits and losses, expenses and all other transactions during the period ending on the applicable Valuation Date.

Upon receipt by the Trustee of Before-Tax Contributions, Roth Contributions, if implemented, upon approval by the Employer, Matching Contributions, and, if applicable, Rollover Contributions and Special Contributions, such contributions shall be applied to purchase Trust Fund Units, including Trust Fund Units of the Employer Stock Fund, if any, for such Employee’s Accounts, using the value of such Trust Fund Units as of the close of business on the date received. Whenever a distribution or withdrawal is made to a Participant, Beneficiary or other person entitled to benefits, the appropriate number of Trust Fund Units credited to such Employee shall be reduced accordingly and each such distribution or withdrawal shall be charged against the Trust Fund Units of the Investment Funds of such Employee pro rata according to their respective values.

For the purposes of this Section 5.3, fractions of Trust Fund Units as well as whole Trust Fund Units may be purchased or redeemed for the Account of an Employee.

5.4 Voting Rights

Each Participant with Trust Fund Units in the Employer Stock Fund, if applicable, shall have the right to participate confidentially in the exercise of voting rights appurtenant to shares held in such Investment Fund, provided that such person had Trust Fund Units in such Investment Fund as of the most recent Valuation Date coincident with or preceding the applicable record date for which records are available. Such participation shall be achieved by completing and filing with the inspector of elections, or such other person who shall be independent of the issuer of shares as the Committee shall designate, at least ten (10) days prior to the date of the meeting of holders of shares at which such voting rights will be exercised, a written direction in the form and manner prescribed by the Committee. The inspector of elections, or other such person designated by the Committee shall tabulate the directions given on a strictly confidential basis, and shall provide the Committee with only the final results of the tabulation. The final results of the tabulation shall be followed by the Committee in the direction as to the manner in which such voting rights shall be exercised. As to each matter in which the holders of shares are entitled to vote:

(a) a number of affirmative votes shall be cast equal to the product of:

(i) the total number of shares held in the Employer Stock Fund as of the applicable record date; and

(ii) a fraction, the numerator of which is the aggregate value (as of the Valuation Date coincident with or immediately preceding the applicable record date) of the Trust Fund Units in the Employer Stock Fund of all persons directing that an affirmative vote be cast, and the denominator of which is the aggregate value (as of the Valuation Date coincident with or

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Article V —

Trust Fund, Investment Funds And Voting Rights

immediately preceding the applicable record date) of the Trust Fund Units in the Employer Stock Fund of all persons directing that an affirmative or negative vote be cast; and

(b) a number of negative votes shall be cast equal to the product of:

(i) the total number of shares held in the Employer Stock Fund as of the applicable record date; and

(ii) a fraction, the numerator of which is the aggregate value (as of the Valuation Date coincident with or immediately preceding the applicable record date) of the Trust Fund Units in the Employer Stock Fund of all persons directing that a negative vote be cast, and the denominator of which is the aggregate value (as of the Valuation Date coincident with or immediately preceding the applicable record date) of the Trust Fund Units in the Employer Stock Fund of all persons directing that an affirmative or negative vote be cast.

The Committee shall furnish, or cause to be furnished, to each person with Trust Fund Units in the Employer Stock Fund, if applicable, all annual reports, proxy materials and other information known to have been furnished by the issuer of the shares or by any proxy solicitor, to the holders of shares.

5.5 Tender Offers and Other Offers

Each Participant with Trust Fund Units in the Employer Stock Fund shall have the right to participate confidentially in the response to a tender offer, or any other offer, made to the holders of shares generally, to purchase, exchange, redeem or otherwise transfer shares; provided that such person has Trust Fund Units in the Employer Stock Fund as of the Valuation Date coincident with or immediately preceding the first day for delivering shares or otherwise responding to such tender or other offer. Such participation shall be achieved by completing and filing with the inspector of elections, or such other person who shall be independent of the issuer of shares as the Committee shall designate, at least ten (10) days prior to the last day for delivering shares or otherwise responding to such tender or other offer, a written direction in the form and manner prescribed by the Committee. The inspector of elections, or other such person designated by the Committee shall tabulate the directions given on a strictly confidential basis, and shall provide the Committee with only the final results of the tabulation. The final results of the tabulation shall be followed by the Committee in the direction as to the number of shares to be delivered. On the last day for delivering shares or otherwise responding to such tender or other offer, a number of shares equal to the product of:

(a) the total number of shares held in the Employer Stock Fund; and

(b) a fraction, the numerator of which is the aggregate value (as of the Valuation Date coincident with or immediately preceding the first day for delivering shares or

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Article V —

Trust Fund, Investment Funds And Voting Rights

otherwise responding to such tender or other offer) of the Trust Fund Units in the Employer Stock Fund of all persons directing that shares be delivered in response to such tender or other offer, and the denominator of which is the aggregate value (as of the Valuation Date coincident with or immediately preceding the first day for delivering shares or otherwise responding to such tender or other offer) of the Trust Fund Units in the Employer Stock Fund of all persons directing that shares be delivered or that the delivery of shares be withheld;

shall be delivered in response to such tender or other offer. Delivery of the remaining shares then held in the Employer Stock Fund shall be withheld. The Committee shall furnish, or cause to be furnished, to each person whose Account is invested in whole or in part in the Employer. Stock Fund, all information concerning such tender offer furnished by the issuer of shares, or information furnished by or on behalf of the person making the tender or such other offer.

5.6 Dissenters’ Rights

Each person with an interest in the Employer Stock Fund, if applicable, on the applicable record date shall have the right to participate in the decision as to whether to exercise the dissenters’ rights appurtenant to shares held in the Employer Stock Fund by completing and filing a written direction with the Trustee on a timely basis. The Trustee will exercise dissenters’ rights with respect to the shares credited to the Participant’s Accounts as to which the Trustee has received such instructions. Dissenters’ rights shall not be exercised with respect to the remaining shares held in the Employer Stock Fund.

5.7 Power to Invest in Company Securities

The Committee may direct the Trustee to acquire or hold any security issued by the Company or its holding company and to invest that portion of the assets of the Trust Fund in such securities.

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Article VI —

Investment Directions, Changes of Investment Directions

and Transfers Between Investment Funds

ARTICLE VI —

INVESTMENT DIRECTIONS, CHANGES OF INVESTMENT DIRECTIONS

AND TRANSFERS BETWEEN INVESTMENT FUNDS

6.1 Investment Directions

Upon electing to participate, each Participant shall direct that the contributions made to his Accounts shall be applied to purchase Trust Fund Units in any one or more of the Investment Funds of the Trust Fund, either as directed Investment Funds and/or managed Investment Funds, as determined by the Sponsoring Employer. Such direction shall indicate the percentage, in multiples of one percent (1%), in which Before-Tax Contributions, Roth Contributions, if implemented, upon approval by the Employer, Matching Contributions, Special Contributions, Catch-Up Contributions, and Rollover Contributions shall be made to the designated Investment Funds.

With respect to directed Investment Funds, to the extent a Participant shall fail to make an investment direction, contributions made on his behalf shall be applied to purchase Trust Fund Units in an Investment Fund which provides for a stable investment return, as determined by the Trustee.

6.2 Change of Investment Directions

A Participant may change any investment direction at any time, in the form and manner prescribed by the Committee, either: (a) by completing and filing a notice at least ten (10) days prior to the effective date of such direction, or, (b) by telephone or other electronic medium. Prior to the Conversion Date, Participants in the Plan shall be permitted to make a change in investment direction in order to invest in the Employer Stock Fund. Any such change shall be subject to the same conditions as if it were an initial direction and shall be applied only to any contributions to be invested on or after the effective date of such direction.

6.3 Transfers Between Investment Funds

A Participant or Beneficiary may, at any time, redirect the investment of his Investment Funds such that a percentage of any one or more Investment Funds may be transferred to any one or more other Investment Funds in the form and manner prescribed by the Committee, either: (a) by filing a notice at least ten (10) days prior to the effective date of such change, or, (b) by telephone or other electronic medium. Prior to the Conversion Date, Participants in the Plan shall be permitted to make an additional transfer in order to invest in the Employer Stock Fund. The requisite transfers shall be valued as of the Valuation Date on which the direction is received by the Trustee.

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Article VI —

Investment Directions, Changes of Investment Directions

and Transfers Between Investment Funds

6.4 Employees Other than Participants

(a) Investment Direction

An Employee who is not a Participant but who has made a Rollover Contribution in accordance with the provisions of Section 3.10, shall direct, in the form and manner prescribed by the Committee, that such contribution be applied to the purchase of Trust Fund Units in any one or more of the Investment Funds, and commencing on the Conversion Date, to purchase Trust Fund Units in the Employer Stock Fund. Such direction shall indicate the percentage, in multiples of one percent (1%), in which contributions shall be made to the designated Investment Funds, and/or the Employer Stock Fund. Commencing on the Conversion Date, an Employee who is not a Participant shall be permitted to make a change in investment direction in order to invest in the Employer Stock Fund within sixty (60) days of such date. To the extent any Employee shall fail to make an investment direction, the Rollover Contributions shall be applied to the purchase of Trust Fund Units in the Investment Fund which provides for a stable investment return, as determined by the Trustee.

(b) Transfers Between Investment Funds

An Employee who is not a Participant may, subject to the provisions of Section 6.3, at any time redirect the investment of his Investment Funds such that a percentage of any one or more Investment Funds may be transferred to any one or more other Investment Funds. Commencing on the Conversion Date, an Employee who is not a Participant in the Plan shall be permitted to make a transfer in order to invest in the Employer Stock Fund within sixty (60) days of such date. The requisite transfers shall be valued as of the Valuation Date on which the direction is received by the Trustee.

6.5 Restrictions on Investments in the Employer Stock Fund for Certain Participants

Notwithstanding anything in the Plan to the contrary, any Participant subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934 may be subject to Section 16(b) liability if such Participant has an intra-plan transfer, in accordance with the provisions of Section 6.3 and/or Section 6.4, involving the Employer Stock Fund within six (6) months of the next preceding transfer into or out of the Employer Stock Fund. In addition, any Participant subject to the provisions of Section 16(b) of the Securities Exchange Act of 1934 who elects to receive a cash distribution from his Employer Stock Fund account under the Plan, including redemption of such stock for purposes of cash withdrawals under Section 7.2 and/or Section 7.3 and/or loans under Article VIII, may similarly be subject to Section 16(b) liability for any short swing profits within six (6) months of the next preceding transfer into or out of the Employer Stock Fund.

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Article VI —

Investment Directions, Changes of Investment Directions

and Transfers Between Investment Funds

However, unless otherwise required by rules and regulations of the Securities and Exchange Commission, Section 16(b) liability will not result from distributions made in connection with a Participant’s death, Disability, termination of employment or retirement; pursuant to a domestic relations order described under Section 414(p) of the Code; as a result of the minimum distribution requirements described under Section 401(a)(9) of the Code; or as a result of the limitations described under Sections 401(k), 401(m), 402(g) and 415 of the Code.

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Article VII —

Payment of Benefits

ARTICLE VII —

PAYMENT OF BENEFITS

7.1 General

(a) The vested interest in the Net Value of any one or more of the Accounts of a Participant, Beneficiary or any other person entitled to benefits under the Plan shall be paid only at the times, to the extent, in the manner, and to the persons provided in this Article VII.

(b) Notwithstanding the foregoing, if payments are to be made on a monthly basis and if payments are fifty dollars ($50.00) or less, the Committee, in its sole discretion, may determine to make such payments in a lump sum or in quarterly, semi-annual, or annual installments.

(c) The Net Value of any one or more of the Accounts of a Participant shall be subject to the provisions of Section 8.7.

(d) Notwithstanding any provisions of the Plan to the contrary, any and all withdrawals, distributions or payments made under the provisions of this Article VII shall be made in accordance with the minimum distribution requirements set forth in Section 7.10.

(e) A Participant’s Before-Tax Contributions, Roth Contributions, if implemented, upon approval by the Employer, Special Contributions, qualified Matching Contributions, and earnings attributable to these contributions shall be distributed on account of the Participant’s severance from employment. Such a distribution shall, however, be subject to the other provisions this Article VII regarding distributions, other than provisions that require a separation from service before such amounts may be distributed.

(f) Distributions from the Employer Stock Fund under this Article VII, shall be made in accordance with Section 7.11 hereunder.

7.2 Non-Hardship Withdrawals

(a) Subject to the terms and conditions contained in this Section 7.2, upon ten (10) days prior written notice to the Committee, each Participant shall be entitled to withdraw not more often than once during any Plan Year all or any portion of the vested interest in the Net Value of his Accounts in the following order of priority:

(i) the Net Value of the Employee’s Rollover Contribution Account;

(ii) the Net Value of the Before-Tax Contribution Account, upon the Participant’s attainment of age fifty nine and one-half (59-1/2);

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Article VII —

Payment of Benefits

(iii) the vested interest in the Net Value of his Matching Contribution Account, upon the Participant’s attainment of age fifty-nine and one-half (59-1/2);

(iv) the lesser of (A) his Roth Contributions, if implemented, upon approval by the Employer and (B) the Net Value of his Roth Contribution Account, if any; and

(v) the Net Value of his Roth Contribution Account, if any not withdrawn under subsection (iv) above.

(b) Withdrawals under this Section 7.2 shall be made by the redemption of Trust Fund Units from each of the Participant’s Accounts on a pro rata basis from the Investment Funds thereunder, as were selected by the Participant pursuant to Article VI.

(c) Any withdrawals under this Section 7.2 shall be subject to the restrictions of Section 6.5.

7.3 Hardship Distributions

(a) For purposes of this Section 7.3, a “Hardship” distribution shall mean a distribution that is (i) made on account of a condition which has given rise to immediate and heavy financial need of a Participant and (ii) necessary to satisfy such financial need. A determination of the existence of an immediate and heavy financial need and the amount necessary to meet the need shall be made by the Committee in accordance with uniform nondiscriminatory standards with respect to similarly situated persons.

(b) Immediate and Heavy Financial Need:

A Hardship distribution shall be deemed to be made on account of an immediate and heavy financial need if the distribution is on account of:

(i) expenses for medical care described under Section 213(d) of the Code which were previously incurred by the Participant, the Participant’s Spouse or any of the Participant’s dependents as defined under Section 152 of the Code or expenses which are necessary to obtain medical care described under Section 213(d) of the Code for the Participant, the Participant’s Spouse or any of the Participant’s dependents as defined under Section 152 of the Code; or

(ii) purchase (excluding mortgage payments) of a principal residence of the Participant; or

(iii) payment of tuition and related educational fees for the next twelve (12) months of post-secondary education for the Participant, the Participant’s

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Spouse, children or any of the Participant’s dependents as defined under Section 152 of the Code; or

(iv) the need to prevent the eviction of the Participant from his principal residence or foreclosure on the mortgage of the Participant’s principal residence; or

(v) payments for funeral or burial expenses for the Participant’s deceased parent, spouse, child or dependent; or

(vi) expenses to repair damage to the Participant’s principal residence that would qualify for a casualty loss deduction under Section 165 of the Code (determined without regard to whether the loss exceeds ten percent (10%) of adjusted gross income); or

(vii) any other condition which the Commissioner of Internal Revenue, through the publication of revenue rulings, notices and other documents of general applicability, deems to be an immediate and heavy financial need.

(c) Necessary to Satisfy Such Financial Need:

(i) A distribution will be treated as necessary to satisfy an immediate and heavy financial need of a Participant if: (A) the amount of the distribution is not in excess of (1) the amount required to relieve the financial need of the Participant and (2) if elected by the Participant, an amount necessary to pay any federal, state or local income taxes and penalties reasonably anticipated to result from such distribution, and (B) such need may not be satisfied from other resources that are reasonably available to the Participant.

(ii) A distribution will be treated as necessary to satisfy a financial need if the Committee reasonably relies upon the Participant’s representation that the need cannot be relieved:

(A) through reimbursement or compensation by insurance or otherwise;

(B) by reasonable liquidation of the Participant’s assets, to the extent such liquidation would not itself cause an immediate and heavy financial need;

(C) by cessation of Elective Contributions or Employee contributions, if any, under the Plan; or

(D) by other distributions or nontaxable loans from plans maintained by the Employer or by any other employer, or by borrowing from commercial sources on reasonable commercial terms.

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For purposes of this subsection (c)(ii), the Participant’s resources shall be deemed to include those assets of his Spouse and minor children that are reasonably available to the Participant.

(iii) Alternatively, a Hardship distribution will be deemed to be necessary to satisfy an immediate and heavy financial need of a Participant if (A) or (B) are met:

(A) all of the following requirements are satisfied:

(I) the distribution is not in excess of (1) the amount of the immediate and heavy financial need of the Participant and (2) if elected by the Participant, an amount necessary to pay any federal, state or local income taxes or penalties reasonably anticipated to result from such distribution;

(II) the Participant has obtained all distributions, other than Hardship distributions, and all nontaxable loans currently available under all plans maintained by the Employer; or

(B) the requirements set forth in additional methods, if any, prescribed by the Commissioner of Internal Revenue (through the publication of revenue rulings, notices and other documents of general applicability) are satisfied.

For purposes of Section 3.3 and this Section 7.3(c)(iii), a Participant who receives a distribution of Elective Contributions on account of Hardship shall be prohibited from making Elective Contributions and Employee contributions under this Plan and all other plans of the Employer for six (6) months after receipt of the distribution.

(d) A Participant who has withdrawn the maximum amounts available to such Participant under Section 7.2 or a Participant who is not eligible for a withdrawal thereunder, may, in case of Hardship (as defined under this Section 7.3), apply not more often than once in any Plan Year to the Committee for a Hardship distribution. Any application for a Hardship distribution shall be made in writing to the Committee at least ten (10) days prior to the requested date of payment. Hardship distributions may be made by a distribution of all or a portion of an Employee’s (i) Net Value of his Rollover Contribution Account, (ii) Before-Tax Contributions, (iii) vested interest in the Net Value of his Matching Contribution Account, (iv) Roth Contribution Account, if implemented, upon approval by the Employer.

(e) Distributions under this Section 7.3 shall be made in the following order of priority:

(i) the Net Value of the Employee’s Rollover Contribution Account;

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(ii) the Participant’s Before-Tax Contribution Account, exclusive of investment earnings;

(iii) the vested Net Value of his Matching Contribution Account, and

(iv) the Participant’s Roth Contribution Account, if implemented, upon approval by the Employer.

(f) Distributions under this Section 7.3 shall be made by the redemption of Trust Fund Units from each of the Participant’s Accounts on a pro rata basis from the Investment Funds as were selected by the Participant pursuant to Article VI.

(g) A Participant who receives a Hardship distribution under this Section 7.3 may have his Elective Contributions suspended in accordance with Section 7.3(c)(iii).

(h) Any withdrawals under this Section 7.3 shall be subject to the restrictions of Section 6.5.

7.4 Distribution of Benefits - General

(a) If an Employee incurs a Termination of Service for any reason other than death, a distribution of the vested interest in the Net Value of his Accounts shall be made to the Employee in accordance with the provisions of Section 7.5 or 7.6 or 7.8. The amount of such distribution shall be the vested interest in the Net Value of his Accounts. With respect to Investment Funds other than the Employer Stock Fund, such Net Value shall be determined as of the Valuation Date coincident with the date of receipt by the Trustee of the proper documentation acceptable to the Trustee for such purpose. With respect to the Employer Stock Fund, if applicable, the Net Value of a Participant’s Accounts shall be determined on the basis of the applicable Closing Price of the shares on the date the shares are sold for his account.

(b) An election by an Employee to receive the vested interest in the Net Value of his Accounts in a form other than in the normal form of benefit payment set forth in Sections 7.5(a) and (b) and Sections 7.6(a) and (b) may not be revoked or amended by him after he terminates his employment. Notwithstanding the foregoing, an Employee who elected to receive payment of benefits as of a deferred Valuation Date may, by completing and filing the form prescribed by the Committee, change to another form of benefit payment.

(c) An Employee who incurs a Termination of Service and is reemployed by the Employer prior to the distribution of all or part of the entire vested interest in the Net Value of his Accounts in accordance with the provisions of Section 7.5 or 7.6, shall not be eligible to receive or to continue to receive such distribution during his period of reemployment with the Employer. Upon such Employee’s subsequent Termination of Service, his prior election to receive a distribution in a form other than the normal form of benefit payment shall be null and void and the

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vested interest in the Net Value of his Accounts shall be distributed to him in accordance with the provisions of Section 7.5 or 7.6 or 7.8.

(d) An Employee’s vested interest in the Net Value of his Accounts in the Employer Stock Fund shall be distributed to the Participant, in accordance with the provisions of Sections 7.5 and 7.6, by the Trustee as soon as administratively possible following the date the Employer is informed by the Trustee of the Participant’s vested interest in such Accounts in the Employer Stock Fund. The distribution shall be made in accordance with Section 7.11 and the terms and provisions of the Trust Agreement.

7.5 Payments upon Retirement or Disability

(a) If an Employee incurs a Termination of Service as of his Normal Retirement Date or his Postponed Retirement Date, or if an Employee incurs a Termination of Service as of his Early Retirement Date or due to Disability and the Net Value of his Accounts is less than or equal to one thousand dollars ($1,000), a lump sum distribution of the Net Value of his Accounts shall be made to the Employee within seven (7) days of the Valuation Date coincident with the date of receipt by the Trustee of the proper documentation indicating that the Employee incurred a Termination of Service as of such Retirement Date or date of Disability.

(b) If an Employee incurs a Termination of Service as of his Normal Retirement Date, Postponed Retirement Date or if an Employee incurs a Termination of Service as of his Early Retirement Date or due to Disability and the Net Value of his Accounts exceeds five thousand dollars ($5,000), a lump sum distribution of the vested interest in the Net Value of his Accounts shall be made to the Employee within seven (7) days of the Valuation Date coincident with the later of (i) the date the Employee attained Normal Retirement Date or Postponed Retirement Date or would have attained his Normal Retirement Date if he were still employed by the Employer, or (ii) the date of receipt by the Trustee of the proper documentation indicating such Retirement Date.

Notwithstanding the preceding paragraph, if an Employee incurs a Termination of Service as of his Normal Retirement Date or Postponed Retirement Date or if an Employee incurs a Termination of Service as of his Early Retirement Date or due to Disability and the Net Value of his Accounts exceeds one thousand dollars ($1,000) and is less than or equal to five thousand dollars ($5,000), and if the Employee does not elect to have his distribution paid directly to an Eligible Retirement Plan, as defined in Section 7.8(c), specified by him in a Direct Rollover, as defined in Section 7.8(a), or to receive the distribution in accordance with Section 7.5(c), (d) or (e), then the Plan Administrator shall pay the distribution in a Direct Rollover to an individual retirement plan designated by the Plan Administrator.

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(c) In lieu of the normal form of benefit payment set forth in subsection (b), an Employee who incurs a Termination of Service as of his Retirement Date or incurs a Termination of Service due to Disability and the Net Value of his Accounts exceeds one thousand dollars ($1,000), may file an election form to receive the vested interest in the Net Value of his Accounts as a lump sum distribution as of some other Valuation Date following his Termination of Service and prior to his Normal Retirement Date. The vested interest in the Net Value of his Accounts shall be distributed to such Employee as a lump sum distribution within seven (7) days of the Valuation Date coincident with the date of receipt by the Trustee of the proper documentation indicating the Employee’s distribution date.

(d) In lieu of the normal form of benefit payment set forth in subsection (b), an Employee who incurs a Termination of Service as of his Retirement Date or incurs a Termination of Service due to Disability may elect to defer receipt of the vested interest in the Net Value of his Accounts beyond his Normal Retirement Date or Postponed Retirement Date. The applicable form must be filed at least ten (10) days prior to the Employee’s Normal Retirement Date. If such an election is made, the vested interest in the Net Value of his Accounts shall continue to be held in the Trust Fund. Subject to the required minimum distribution provisions of Sections 7.9(b) and 7.9(c), the vested interest in the Net Value of his Accounts shall be distributed to such Employee as a lump sum distribution within seven (7) days of the Valuation Date coincident with the date of receipt by the Trustee of the proper documentation indicating the Employee’s deferred distribution date.

(e) In lieu of the normal form of benefit payment set forth in subsections (a) and (b), an Employee who incurs a Termination of Service as of his Retirement Date or incurs a Termination of Service due to Disability may, at least ten (10) days prior to the date on which his benefit is scheduled to be paid, file an election form that a lump sum distribution equal to the vested interest in the Net Value of his Accounts be paid in a Direct Rollover pursuant to Section 7.8. The amount of such lump sum distribution shall be determined as of the Valuation Date coincident with the date of receipt by the Trustee of the proper documentation.

7.6 Payments upon Termination of Service for Reasons Other Than Retirement or Disability

(a) If an Employee incurs a Termination of Service as of a date other than a Retirement Date or for reasons other than Disability, has not elected to receive his benefit pursuant to an optional form of benefit payment in accordance with the provisions of subsection (d) and the vested interest in the Net Value of the Employee’s Accounts is equal to or less than one thousand dollars ($1,000), a lump sum distribution of the vested interest in the Net Value of his Accounts shall be made to the Employee within seven (7) days of the Valuation Date coincident with the date of receipt by the Trustee of the proper documentation indicating that he incurred a Termination of Service.

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(b) If an Employee incurs a Termination of Service as of a date other than a Retirement Date or for reasons other than Disability, has not elected to receive his benefit pursuant to an optional form of benefit payment in accordance with the provisions of subsection (c) or (d) and the vested interest in the Net Value of the Employee’s Accounts exceeds five thousand dollars ($5,000), a lump sum distribution of the vested interest in the Net Value of his Accounts shall be made to the Employee within seven (7) days of the Valuation Date coincident with the later of (i) the date the Employee would have attained his Normal Retirement Date if he were still employed by the Employer or (ii) the date of receipt by the Trustee of the proper documentation indicating the Employee’s attainment of Normal Retirement Date.

Notwithstanding the preceding paragraph, if an Employee incurs a Termination of Service as of a date other than a Retirement Date or for reasons other than Disability, and the vested interest in the Net Value of the Employee’s Accounts exceeds one thousand dollars ($1,000) and is equal to or less than five thousand dollars ($5,000), and if the Employee does not elect to have his distribution paid directly to an Eligible Retirement Plan, as defined in Section 7.8(c), specified by him in a Direct Rollover, as defined in Section 7.8(a), or to receive the distribution in accordance with Section 7.6(c) or (d) then the Plan Administrator shall pay the distribution in a Direct Rollover to an individual retirement plan designated by the Plan Administrator.

(c) In lieu of the normal form of benefit payment set forth in subsection (b), an Employee who incurs a Termination of Service as of a date other than a Retirement Date or for reasons other than Disability, may file an election form to receive the vested interest in the Net Value of his Accounts as a lump sum distribution as of some other Valuation Date following his Termination of Service and prior to the date he would have attained his Normal Retirement Date. The vested interest in the Net Value of his Accounts shall be distributed to such Employee as a lump sum distribution as of some other Valuation Date following the date of receipt by the Trustee of the proper documentation indicating the Employee’s distribution date.

(d) In lieu of the normal form of benefit payment set forth in subsections (a) and (b), an Employee who incurs a Termination of Service as of a date other than his Retirement Date or for reasons other than Disability may, at least ten (10) days prior to the date on which his benefit is scheduled to be paid, file an election form that a lump sum distribution equal to the vested interest in the Net Value of his Accounts be paid in a Direct Rollover pursuant to Section 7.8. The amount of such lump sum distribution shall be determined as of the Valuation Date coincident with the date of receipt by the Trustee of the proper documentation.

(e) If an Employee incurs a Termination of Service as of a date other than a Retirement Date or for reasons other than Disability and has not elected to receive the vested interest in the Net Value of his Accounts pursuant to an optional form

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of benefit payment in accordance with subsection (c) or (d), the Employer shall notify the Trustee of such termination.

7.7 Payments Upon Death

(a) In the case of a married Participant, the Spouse shall be the designated Beneficiary. Notwithstanding the foregoing, such Participant may effectively elect to designate a person or persons other than the Spouse as Beneficiary. Such an election shall not be effective unless (i) such Participant’s Spouse irrevocably consents to such election in writing, (ii) such election designates a Beneficiary which may not be changed without spousal consent or the consent of the Spouse expressly permits designation by the Participant without any requirement of further consent by the Spouse, (iii) the Spouse’s consent acknowledges understanding of the effect of such election and (iv) the consent is witnessed by a Plan representative or acknowledged before a notary public. Notwithstanding this consent requirement, if the Participant establishes to the satisfaction of the Plan representative that such written consent cannot be obtained because there is no Spouse or the Spouse cannot be located, the consent hereunder shall not be required. Any consent necessary under this provision shall be valid only with respect to the Spouse who signs the consent.

(b) In the case of a single Participant, Beneficiary means a person or persons who have been designated under the Plan by such Participant or who are otherwise entitled to a benefit under the Plan.

(c) The designation of a Beneficiary who is other than a Participant’s Spouse and the designation of any contingent Beneficiary shall be made in writing by the Participant in the form and manner prescribed by the Committee and shall not be effective unless filed prior to the death of such person. If more than one person is designated as a Beneficiary or a contingent Beneficiary, each designated Beneficiary in such Beneficiary classification shall have an equal share unless the Participant directs otherwise. For purposes of this Section 7.7, “person” includes an individual, a trust, an estate, or any other person or entity designated as a Beneficiary.

(d) A married Participant who has designated a person or persons other than the Spouse as Beneficiary may, without the consent of such Spouse, revoke such prior election by submitting written notification of such revocation. Such revocation shall result in the reinstatement of the Spouse as the designated Beneficiary unless the Participant effectively designates another person as Beneficiary in accordance with the provisions of subsection (a). The number of election forms and revocations shall not be limited.

(e) Upon the death of a Participant the remaining vested interest in the Net Value of his Accounts shall become payable, in accordance with the provisions of subsection (g), to his Beneficiary or contingent Beneficiary. If there is no such

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Beneficiary, the remaining vested interest in the Net Value of his Accounts shall be payable to the executor or administrator of his estate, or, if no such executor or administrator is appointed and qualifies within a time which the Committee shall, in its sole and absolute discretion, deem to be reasonable, then to such one or more of the descendants and blood relatives of such deceased Participant as the Committee, in its sole and absolute discretion, may select.

(f) If a designated Beneficiary entitled to payments hereunder shall die after the death of the Participant but before the entire vested interest in the Net Value of Accounts of such Participant has been distributed, then the remaining vested interest in the Net Value of Accounts of such Participant shall be paid, in accordance with the provisions of subsection (g), to the surviving Beneficiary who is not a contingent Beneficiary, or, if there are no such surviving Beneficiaries then living, to the designated contingent Beneficiaries as shall be living at the time such payment is to be made. If there is no designated contingent Beneficiary then living, the remaining interest in the Net Value of his Accounts shall be paid to the executor or administrator of the estate of the last to die of the Beneficiaries who are not contingent Beneficiaries.

(g) If a Participant dies before his entire vested interest in the Net Value of his Accounts has been distributed to him, the remainder of such vested interest shall be paid to his Beneficiary or, if applicable, his contingent Beneficiary, in a lump sum distribution as soon as practicable following the date of the Participant’s death. Notwithstanding the foregoing, if, prior to the Participant’s death, the Participant had elected to receive a deferred lump sum distribution and had not yet received such distribution, such Beneficiary shall receive a lump sum distribution as of the earlier of: (i) the Valuation Date set forth in the Participant’s election or (ii) the last Valuation Date which occurs within one (1) year of the Participant’s death.

If the Beneficiary is the Participant’s Spouse and if benefits are payable to such Beneficiary as an immediate or deferred lump sum distribution, such Spouse may defer the distribution up to the date on which the Participant would have attained age seventy and one-half (70-1/2). If such Spouse dies prior to such distribution, the prior sentence shall be applied as if the Spouse were the Participant.

(h) Notwithstanding anything in the Plan to the contrary, the provisions of subsections (a) through (g) shall also apply to a person who is not a Participant but who has made a contribution to and maintains a Rollover Contribution Account under the Plan.

7.8 Direct Rollover of Eligible Rollover Distributions

For purposes of this Section 7.8, the following definitions shall apply:

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(a) “Direct Rollover” means a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.

(b) “Distributee” means an Employee or former Employee. In addition, the Employee’s or former Employee’s surviving spouse and the Employee’s or former Employee’s Spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code, are Distributees with regard to the interest of the Spouse or former spouse.

(c) “Eligible Retirement Plan” means (i) an individual retirement account described in Section 408(a) of the Code, (ii) an individual retirement annuity described in Section 408(b) of the Code, (iii) an annuity plan described in Section 403(a) of the Code, (iv) a qualified trust described in Section 401(a) of the Code, (v) an annuity contract described in Section 403(b) of the Code, and (vi) an eligible plan under Section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan, that accepts the Distributee’s Eligible Rollover Distribution. However, in the case of an Eligible Rollover Distribution to the surviving Spouse, an Eligible Retirement Plan is an individual retirement account or individual retirement annuity. The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Section 414(p) of the Code.

Notwithstanding the foregoing, if any portion of an Eligible Rollover Distribution is attributable to payments or distributions from an Employee’s Roth Contribution Account[, if implemented, upon approval by the Employer, Eligible Retirement Plan, with respect to such portion, means only (i) another designated Roth Code Section 401(k) or Code Section 403(b) account and (ii) a Roth IRA.

(d) “Eligible Rollover Distribution” means any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated Beneficiary, or for a specified period of ten (10) years or more; any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); and any Hardship distribution described in Section 401(k)(2)(B)(i)(IV) of the Code. For purposes of this Section 7.8(d), any amount that is distributed on account of Hardship shall not be an Eligible Rollover Distribution and the Distributee may not elect to have any portion of such a distribution paid directly to an Eligible Retirement Plan.

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Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee’s election under this Section 7.8, a Distributee may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover.

7.9 Commencement of Benefits

(a) Unless the Employee elects otherwise in accordance with the Plan, in no event shall the payment of benefits commence later than the sixtieth (60th) day after the close of the Plan Year in which the latest of the following events occur: (i) the attainment by the Employee of age sixty-five (65), (ii) the tenth (10th) anniversary of the year in which the Participant commenced participation in the Plan [or Prior Plan], or (iii) the termination of the Employee’s employment with the Employer; provided, however, that if the amount of the payment required to commence on the date determined under this sentence cannot be ascertained by such date, a payment retroactive to such date may be made no later than sixty (60) days after the earliest date on which the amount of such payment can be ascertained under the Plan.

(b) Subject to Section 7.1(d), distributions to five-percent owners:

The vested interest in the Net Value of the Accounts of a five-percent owner (as described in Section 416(i) of the Code and determined with respect to the Plan Year ending in the calendar year in which such individual attains age seventy and one-half (70-1/2)) must be distributed or commence to be distributed no later than the first day of April following the calendar year in which such individual attains age seventy and one-half (70-1/2). The vested interest in the Net Value of the Accounts of an Employee who is not a five-percent owner (as described in Section 416(i) of the Code) for the Plan Year ending in the calendar year in which such person attains age seventy and one-half (70-1/2) but who becomes a five-percent owner (as described in Section 416(i) of the Code) for a later Plan Year must be distributed or commence to be distributed no later than the first day of April following the last day of the calendar year that includes the last day of the first Plan Year for which such individual is a five-percent owner (as described in Section 416(i) of the Code).

(c) Subject to Section 7.1(d), distributions to other than five-percent owners:

Except as otherwise provided in the following paragraph, the vested interest in the Net Value of the Accounts of any Employee who attains age seventy and one-half (70-1/2), must be distributed or commence to be distributed no later than the first day of April following the calendar year in which such individual attains age seventy and one-half (70-1/2).

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Effective January 1, 1997, an Employee otherwise required to receive a distribution under the preceding paragraph, may elect to defer distribution of the Net Value of his Accounts to the date of his termination of employment.

Notwithstanding the foregoing, the vested interest in the Net Value of the Accounts of (I) any Employee who becomes a Participant on or after January 1, 1997 or (II) any Employee who attains age seventy and one-half (70-1/2) in a calendar year beginning on or after the adoption date of the amendment addressing benefit commencement, must be distributed or commence to be distributed no later than the first day of April following the calendar year in which occurs the later of: (1) his termination of employment or (2) his attainment of age seventy and one-half (70-1/2).

7.10 Minimum Distribution Requirements

(a) General Rules

The requirements of this Section 7.10 will take precedence over any inconsistent provisions of the Plan. All distributions required under this Section will be determined and made in accordance with the Treasury regulations under Section 401(a)(9) of the Code.

(b) Time and Manner of Distribution

(i) Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date.

(ii) Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:

(A) If the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary, distributions to the surviving Spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70-1/2, if later.

(B) If the Participant’s surviving Spouse is not the Participant’s sole Designated Beneficiary, distributions to the Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.

(C) If there is no Designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth (5^th) anniversary of the Participant’s death.

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(D) If the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary and the surviving Spouse dies after the Participant but before distributions to the surviving Spouse begin, this Section 7.10(b)(ii), other than Section 7.10(b)(ii)(A), will apply as if the surviving Spouse were the Participant.

For purposes of this Section 7.10(b)(ii) and Section 7.10(d), unless Section 7.10(b)(ii)(D) applies, distributions are considered to begin on the Participant’s Required Beginning Date. If Section 7.10 (b)(ii)(D) applies, distributions are considered to begin on the date distributions are required to begin to the surviving Spouse under Section 7.10(b)(ii)(A). If distributions under an annuity purchased from an insurance company, if applicable, irrevocably commence to the Participant before the Participant’s Required Beginning Date (or to the Participant’s surviving Spouse before the date distributions are required to begin to the surviving Spouse under Section 7.10(b)(ii)(A), the date distributions are considered to begin is the date distributions actually commence.

(iii) Election to Apply 5-Year Rule to Distributions to Designated Beneficiaries. If the Participant dies before distributions begin and there is a Designated Beneficiary, distribution to the Designated Beneficiary is not required to begin by the date specified in Section 7.10(b)(ii), but the Participant’s entire interest will be distributed to the Designated Beneficiary by December 31 of the calendar year containing the fifth (5^th) anniversary of the Participant’s death. If the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary and the surviving Spouse dies after the Participant but before distributions to either the Participant or the surviving Spouse begin, this election will apply as if the surviving Spouse were the Participant.

(iv) Election to Allow Participants or Beneficiaries to Elect 5-Year Rule. Participants or Beneficiaries may elect on an individual basis whether the 5-year rule or the Life Expectancy rule in Sections 7.10(b)(ii) and 7.10(d)(ii) applies to distributions after the death of a Participant who has a Designated Beneficiary. The election must be made no later than the earlier of September 30 of the calendar year in which distribution would be required to begin under Section 7.10(b)(ii), or by September 30 of the calendar year which contains the fifth (5^th) anniversary of the Participant’s (or, if applicable, surviving Spouse’s) death. If neither the Participant nor Beneficiary makes an election under this subsection, distributions will be made in accordance with Sections 7.10(b)(ii) and 7.10(d)(ii) and, if applicable, the elections in Section 7.10(b)(iii) above.

(v) Forms of Distribution. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first Distribution

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Article VII —

Payment of Benefits

Calendar Year distributions will be made in accordance with Sections 7.10(c) and (d). If the Participant’s interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of Section 401(a)(9) of the Code and the Treasury regulations.

(c) Required Minimum Distributions During Participant’s Lifetime

(i) Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the Participant’s lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of:

(A) the quotient obtained by dividing the Participant’s Accounts by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s age as of the Participant’s birthday in the Distribution Calendar Year; or

(B) if the Participant’s sole Designated Beneficiary for the Distribution Calendar Year is the Participant’s Spouse, the quotient obtained by dividing the Participant’s Accounts by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s and Spouse’s attained ages as of the Participant’s and Spouse’s birthdays in the Distribution Calendar Year.

(ii) Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined under this Section 7.10(c) beginning with the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the Participant’s date of death.

(d) Required Minimum Distributions After Participant’s Death

(i) Death On or After Date Distributions Begin:

(A) Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Accounts by the longer of the remaining Life Expectancy of the Participant or the remaining Life Expectancy of the Participant’s Designated Beneficiary, determined as follows:

(I) The Participant’s remaining Life Expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

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Article VII —

Payment of Benefits

(II) If the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary, the remaining Life Expectancy of the surviving Spouse is calculated for each Distribution Calendar Year after the year of the Participant’s death using the surviving Spouse’s age as of the Spouse’s birthday in that year. For Distribution Calendar Years after the year of the surviving Spouse’s death, the remaining Life Expectancy of the surviving Spouse is calculated using the age of the surviving Spouse as of the Spouse’s birthday in the calendar year of the Spouse’s death, reduced by one for each subsequent calendar year.

(III) If the Participant’s surviving Spouse is not the Participant’s sole Designated Beneficiary, the Designated Beneficiary’s remaining Life Expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.

(B) No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Accounts by the Participant’s remaining Life Expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(ii) Death Before Date Distributions Begin:

(A) Participant Survived by Designated Beneficiary. If the Participant dies before the date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Accounts by the remaining Life Expectancy of the Participant’s Designated Beneficiary, determined as provided in Section 7.10(d)(i).

(B) No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth (5^th) anniversary of the Participant’s death.

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Article VII —

Payment of Benefits

(C) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant’s surviving Spouse is the Participant’s sole Designated Beneficiary, and the surviving Spouse dies before distributions are required to begin to the surviving Spouse under Section 7.10(b)(ii)(A), this Section 7.10(d)(ii) will apply as if the surviving Spouse were the Participant.

(e) Definitions

For purposes of this Section 7.10, the following words and phrases shall have the meanings hereafter ascribed to them:

(i) Designated Beneficiary. The individual who is designated as the Beneficiary under Section 1.10 of the Plan and is the Designated Beneficiary under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury regulations.

(ii) Distribution Calendar Year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year which contains the Participant’s Required Beginning Date. For distributions beginning after the Participant’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin under Section 7.10(b)(ii). The required minimum distribution for the Participant’s first Distribution Calendar Year will be made on or before the Participant’s Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including the required minimum distribution for the Distribution Calendar Year in which the Participant’s Required Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar Year.

(iii) Life Expectancy. Life Expectancy as calculated by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.

(iv) Participant’s Accounts. The Accounts of the last Valuation Date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated or Forfeitures allocated to the Accounts as of dates in the valuation calendar year after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date. The Accounts for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the Distribution Calendar Year if distributed or transferred in the valuation calendar year.

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Article VII —

Payment of Benefits

(v) Required Beginning Date. The date specified in Section 7.9(b) or (c), whichever is applicable.

7.11 Manner of Payment of Distributions from the Employer Stock Fund

Distributions from the Employer Stock Fund, if applicable, shall be made to Participants and Beneficiaries in cash, subject to such terms and conditions as may be established from time to time by the Committee. Notwithstanding the foregoing and except for withdrawals under Sections 7.2 and 7.3 and loans under Article VIII, the Participant or Beneficiary may elect that such distributions be made wholly or partially in shares. If the Participant or Beneficiary elects that such distributions may be made wholly or partially in shares, the maximum number of shares to be distributed shall be equal to the number of whole shares that could be purchased on the date of distribution based on the fair market value of shares determined as of the date of payment and on the fair market value of the Participant’s Trust Fund Units in the Employer Stock Fund on the valuation date preceding the distribution. An amount of money equal to any remaining amount of the payment that is less than the fair market value of a whole share shall be distributed in cash. For purposes of this Section 7.11, the fair market value of a share shall be determined on a uniform and nondiscriminatory basis in such manner as the Trustee may, in its discretion, prescribe.

750 57 Fox Chase Bank

Article VIII —

Loans to Participants

ARTICLE VIII —

LOANS TO PARTICIPANTS

8.1 Definitions and Conditions

(a) For purposes of this Article VIII, the following terms and phrases shall have the meanings hereafter ascribed to them:

(i) “Borrower” means a Participant or a “Party in Interest” (as defined under Section 3(14) of ERISA) who maintains an Account, provided such Participant or Party in Interest is not receiving a benefit payment in accordance with the provisions of Section 7.7.

(ii) “Loan Account” means the separate, individual account established on behalf of a Borrower in accordance with the provisions of Section 8.4(d).

(iii) “Loan Policy” means the separate loan policy, as amended from time to time, governing loans.

(b) To the extent permitted under the provisions of this Article VIII and subject to the terms and conditions set forth herein, a Borrower may request a loan from his Accounts. Any loans made in accordance with this Article VIII shall not be subject to the provisions of Article VI.

8.2 Loan Amount

Upon a finding by the Committee that all requirements hereunder have been met, a Borrower may request a loan from his Accounts in an amount up to the lesser of: (a) fifty percent (50%) of the Net Value as of the close of business on the date the loan is processed of the Before-Tax Contribution Account, Roth Contribution Account, if implemented, upon approval by the Employer, vested Matching Contribution Account, and Rollover Contribution Account, or (b) fifty thousand dollars ($50,000), reduced by the highest outstanding loan balance during the preceding twelve (12) months. The minimum loan permitted shall be an amount as determined in accordance with the guidelines of the Loan Policy described under Section 8.1(a)(iii).

8.3 Term of Loan

The term of a loan and rate of interest on a loan shall each be determined in accordance with the guidelines of the Loan Policy described under Section 8.1(a)(iii).

8.4 Operational Provisions

(a) An application for a loan shall be filed in the form and manner (including electronically) prescribed by the Committee and shall be subject to the fees set forth in the Loan Policy described under Section 8.1(a)(iii). If the Committee

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Article VIII —

Loans to Participants

shall approve such application, the Committee shall establish the amount of such loan and such loan shall be effected as of the Valuation Date next following receipt by the Trustee.

Notwithstanding the foregoing, the amount of any loan from the portion of a Participant’s Account invested in the Employer Stock Fund shall be the proceeds of the shares sold from the Participant’s Account for such purpose.

(b) The amount of the loan shall be distributed from the Investment Funds in which the Borrower’s Accounts are invested in the following order of priority:

(i) Rollover Contribution Account;

(ii) Before-Tax Contribution Account;

(iii) vested Matching Contribution Account; and

(iv) Roth Contribution Account, if implemented, upon approval by the Employer.

Distributions from each of the foregoing Accounts shall be made on a pro rata basis from among the Investment Funds selected pursuant to Section 6.1.

(c) The proceeds of a loan shall be distributed to the Borrower as soon as practicable after the Valuation Date as of which the loan is processed; provided, however, that the Borrower shall have satisfied such reasonable conditions as the Committee shall deem necessary, including, without limitation: (i) the delivery of an executed promissory note for the amount of the loan, including interest, payable to the order of the Trustee; (ii) an assignment to the Plan of such Borrower’s interest in his Accounts to the extent of such loan; and (iii) if the Borrower is actively employed by the Employer, an authorization to the Employer to make payroll deductions in order to repay his loan to the Plan. The aforementioned promissory note shall be duly acknowledged and executed by the Borrower and shall be held by the Trustee, or the Committee as agent for the Trustee, as an asset of the Borrower’s Loan Account pursuant to subsection (d).

(d) A Loan Account shall be established for each Borrower with an outstanding loan pursuant to this Article VIII. Each Loan Account shall be comprised of a Borrower’s (i) executed promissory note and (ii) installment payments of principal and interest made pursuant to Section 8.5(a). Upon full payment and satisfaction of the outstanding Loan Account balance, a Borrower’s promissory note shall be marked paid in full, returned to the Borrower, and his Loan Account thereupon closed.

(e) As of each Valuation Date coincident with or next succeeding each payment of principal and interest on a loan, the then current balance of each Borrower’s Loan Account shall be debited by the amount of such payment and such amount shall

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Article VIII —

Loans to Participants

be transferred for investment in accordance with Section 8.5(c) to the appropriate Borrower’s Account. If the Committee established a lien against the Borrower’s Accounts pursuant to Section 8.6(b), and foreclosure of such lien is deferred until the Borrower’s Termination of Service pursuant to Section 8.6(b)(i), for each month that foreclosure of the lien is deferred, the then current balance of the Borrower’s Loan Account shall be charged with interest on the unpaid principal and interest thereon.

(f) The maximum number of outstanding loans permitted to any Borrower under this Article VIII at any time shall be determined in accordance with the guidelines of the Loan Policy described under Section 8.1(a)(iii).

(g) Any loans under this Article VIII shall be subject to the restrictions of Section 6.5.

8.5 Repayments

(a) If the Borrower is on the payroll of the Employer and unless otherwise agreed to by the Committee, repayments of loan principal, or the unpaid balance thereof, and interest thereon shall be made through payroll deductions. The first repayment shall be deducted as of the first payroll date occurring no later than three (3) weeks after the Committee submits the loan form for processing.

If the Borrower is not on the payroll of the Employer and unless otherwise agreed to by the Committee, repayments of loan principal, or the unpaid balance thereof, and interest thereon, shall be made in accordance with the guidelines of the Loan Policy described under Section 8.1(a)(iii).

(b) Any amount repaid to the Plan by a Borrower with respect to a loan, including interest thereon, shall be invested as if such amount were a contribution to be invested in accordance with Section 6.1.

(c) With respect to each Borrower’s Loan Account, any repayment of principal and interest made by a Borrower shall be credited, as of the Valuation Date coincident with or next succeeding such payment, to the Borrower’s Accounts in the order of priority established under Section 8.4(b). No Account having a lesser degree of priority shall be credited until the Account having the immediately preceding degree of priority has been restored by an amount equal to that which had been borrowed from such Account.

(d) A Borrower may prepay his entire loan, plus all interest accrued and unpaid thereon, as of any Valuation Date. A Borrower will not be permitted to make partial prepayments to his or her Loan Accounts.

(e) In the event the Plan is terminated, the entire unpaid principal amount of the loan hereunder, together with any accrued and unpaid interest thereon, shall become immediately due and payable.

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Article VIII —

Loans to Participants

8.6 Default

(a) If a Borrower fails to make any payment on any loan when due under this Article VIII, the entire unpaid principal amount of such loan, together with any accrued and unpaid interest thereon, shall be deemed in default and become due and payable ninety (90) days after the initial date of payment delinquency.

(b) If a Borrower fails to make any payment on a loan and is deemed to be in default pursuant to subsection (a), the Committee shall establish a lien against the Borrower’s Accounts in an amount equal to any unpaid principal and interest. The lien shall be foreclosed by applying the value of the Borrower’s Loan Account (determined as of the next Valuation Date immediately following foreclosure) in satisfaction of said unpaid principal and interest as follows:

(i) if the Borrower is in the employment of the Employer, upon the Borrower’s Termination of Service; or

(ii) if the Borrower is not in the employment of the Employer, in accordance with the guidelines of the Loan Policy described under Section 8.1(a)(iii).

Thereupon, the vested interest in the balance of the Borrower’s Accounts shall be distributed in accordance with the applicable provisions of the Plan.

(c) The Committee may, in accordance with uniform rules established by it, restrict the right of any Borrower who has defaulted on a loan from the Plan to: (i) make withdrawals and/or loans from his Matching Contribution Account, Before-Tax Contribution Account, and/or Roth Contribution Account, if implemented, upon approval by the Employer and/or Rollover Contribution Account or (ii) if the Borrower is an Eligible Employee, authorize Elective Contributions to be made on his behalf or make any other contributions to the Plan for a period not exceeding twelve (12) months.

8.7 Coordination of Outstanding Account and Payment of Benefits

(a) If the Borrower has an outstanding Loan Account and is either (i) scheduled to receive or elects to receive a lump sum distribution in accordance with the provisions of Article VII, or (ii) scheduled to receive the last installment payment under a previous election made in accordance with the provisions of Article VII to receive payments in a form other than the normal form of benefit payments, then, at the time of the distribution or payment under clause (i) or (ii) above, the entire unpaid principal amount of the loan together with any accrued and unpaid interest thereon, shall become immediately due and payable. No Plan distribution, except as permitted under Section 7.2 or Section 7.3, shall be made to any Borrower unless and until such Borrower’s Loan Account, including accrued interest thereunder, has been liquidated and closed. If a Borrower fails to pay the

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Article VIII —

Loans to Participants

outstanding balance of his Loan Account hereunder, such loan shall be satisfied as if a default had occurred pursuant to Section 8.6.

(b) Any reference in the Plan to the Net Value of a Borrower’s Accounts available for distribution to any Borrower, shall mean the value after the satisfaction of the entire unpaid principal loan amount or amounts and any accrued, unpaid interest thereon, as provided in this Article VIII.

750 62 Fox Chase Bank

Article IX —

Administration

ARTICLE IX —

ADMINISTRATION

9.1 General Administration of the Plan

The operation and administration of the Plan shall be subject to the management and control of the Named Fiduciaries and Plan Administrator designated by the Sponsoring Employer. The designation of such Named Fiduciaries and Plan Administrator, the terms of their appointment, and their duties and responsibilities allocated among them shall be as set forth in this Article IX. Any actions taken hereunder shall be conclusive and binding on Participants, Retired Participants, Employees, Beneficiaries and other persons, and shall not be overturned unless found to be arbitrary and capricious by a court of competent jurisdiction.

9.2 Designation of Named Fiduciaries

The management and control of the operation and administration of the Plan by Named Fiduciaries shall be allocated in the following manner:

(a) The Trustee as a Named Fiduciary, shall perform those functions set forth in the Trust Agreement or the Plan that are assigned to the Trustee.

(b) The Sponsoring Employer shall designate one or more individuals to serve as member(s) of an employee benefits Committee to perform those functions set forth in the Trust Agreement or the Plan that are assigned to such Committee.

9.3 Responsibilities of Fiduciaries

The Named Fiduciaries and Plan Administrator shall have only those powers, duties, responsibilities and obligations that are specifically allocated to them under the Plan or the Trust Agreement.

To the extent permitted by ERISA, each Named Fiduciary and Plan Administrator may rely upon any direction, information or action of another Named Fiduciary, Plan Administrator or the Sponsoring Employer as being proper under the Plan or the Trust Agreement and is not required to inquire into the propriety of any such direction, information or action and no Named Fiduciary or Plan Administrator shall be responsible for any act or failure to act of another Named Fiduciary, Plan Administrator or the Sponsoring Employer.

No Named Fiduciary, Plan Administrator or the Employer guarantees the Trust Fund in any manner against investment loss or depreciation in asset value.

The allocation of responsibility between the Trustee and the Sponsoring Employer may be changed by written agreement. Such reallocation shall be evidenced by Employer Resolutions and shall not be deemed an amendment to the Plan.

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Article IX —

Administration

9.4 Plan Administrator

The Sponsoring Employer shall designate the Sponsoring Employer, or one or more persons to act as Plan Administrator.

The Plan Administrator shall have the power and responsibility to: (a) furnish summary plan descriptions, annual reports and other notifications and disclosure statements to Participants and Beneficiaries; (b) maintain records and addresses of Participants and Beneficiaries; (c) designate any independent qualified accountant required to act with respect to the Plan under ERISA; and (d) provide notification of determinations under the claim procedure of the Plan.

Any person or persons designated as Plan Administrator shall serve until their successor or successors are designated and qualified. A Plan Administrator may resign upon written notice to the Sponsoring Employer or may be removed as Plan Administrator but only for a failure or inability, in the opinion of the Sponsoring Employer, of the Plan Administrator to carry out his responsibilities in an effective manner. Termination of employment with the Employer shall terminate designation as Plan Administrator.

The Plan Administrator is designated as the Plan’s agent for the service of legal process.

9.5 Committee

The members of the Committee designated by the Sponsoring Employer under Section 9.2(b) shall serve for such term(s) as the Sponsoring Employer shall determine and until their successors are designated and qualified. The term of any member of the Committee may be renewed from time to time without limitation as to the number of renewals. Any member of the Committee may (a) resign upon at least sixty (60) days written notice to the Sponsoring Employer or (b) be removed from office but only for his failure or inability, in the opinion of the Sponsoring Employer, to carry out his responsibilities in an effective manner. Termination of employment with the Employer shall be deemed to give rise to such failure or inability.

The powers and duties allocated to the Committee shall be vested jointly and severally in its members. Notwithstanding specific instructions to the contrary, any instrument or document signed on behalf of the Committee by any member of the Committee may be accepted and relied upon by the Trustee as the act of the Committee. The Trustee shall not be required to inquire into the propriety of any such action taken by the Committee nor shall they be held liable for any actions taken by them in reliance thereon.

The Sponsoring Employer may, pursuant to Employer Resolutions, change the number of individuals comprising the Committee, their terms of office or other conditions of their incumbency provided that there shall be at all times at least one individual member of the Committee. Any such change shall not be deemed an amendment to the Plan.

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Article IX —

Administration

9.6 Powers and Duties of the Committee

The Committee shall have authority to perform all acts it may deem necessary or appropriate in order to exercise the duties and powers imposed or granted by ERISA, the Plan, the Trust Agreement or any Employer Resolutions. Such duties and powers shall include, but not be limited to, the following:

(a) Power to Construe - Except as otherwise provided in the Trust Agreement, the Committee shall have the power to construe the provisions of the Plan and to determine any questions which may arise thereunder.

(b) Power to Make Rules and Regulations - The Committee shall have the power to make such reasonable rules and regulations as it may deem necessary or appropriate to perform its duties and exercise its powers. Such rules and regulations shall include, but not be limited to, those governing (i) the manner in which the Committee shall act and manage its own affairs, (ii) the procedures to be followed in order for Employees or Beneficiaries to claim benefits, and (iii) the procedures to be followed by Participants, Beneficiaries or other persons entitled to benefits with respect to notifications, elections, designations or other actions required by the Plan or ERISA. All such rules and regulations shall be applied in a uniform and nondiscriminatory manner.

(c) Powers and Duties with Respect to Information - The Committee shall have the power and responsibility:

(i) to obtain such information as shall be necessary for the proper discharge of its duties;

(ii) to furnish to the Employer, upon request, such reports as are reasonable and appropriate;

(iii) to receive, review and retain periodic reports of the financial condition of the Trust Fund; and

(iv) to receive, collect and transmit to the Trustee all information required by the Trustee in the administration of the Accounts of the Employee as contemplated in Section 9.7.

(d) Power of Delegation - The Committee shall have the power to delegate fiduciary responsibilities (other than trustee responsibilities defined under Section 405(c)(3) of ERISA) to one or more persons who are not members of the Committee. Unless otherwise expressly indicated by the Sponsoring Employer, the Committee must reserve the right to terminate such delegation upon reasonable notice.

(e) Power of Allocation - Subject to the written approval of the Sponsoring Employer, the Committee shall have the power to allocate among its members specified fiduciary responsibilities (other than trustee responsibilities defined

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Article IX —

Administration

under Section 405(c)(3) of ERISA). Any such allocation shall be in writing and shall specify the persons to whom such allocation is made and the terms and conditions thereof.

(f) Duty to Report - Any member of the Committee to whom specified fiduciary responsibilities have been allocated under subsection (e) shall report to the Committee at least annually. The Committee shall report to the Sponsoring Employer at least annually regarding the performance of its responsibilities as well as the performance of any persons to whom any powers and responsibilities have been further delegated.

(g) Power to Employ Advisors and Retain Services - The Committee may employ such legal counsel, enrolled actuaries, accountants, pension specialists, clerical help and other persons as it may deem necessary or desirable in order to fulfill its responsibilities under the Plan.

9.7 Certification of Information

The Committee shall certify to the Trustee on such periodic or other basis as may be agreed upon, relevant facts regarding the establishment of the Accounts of an Employee, periodic contributions with respect to such Accounts, investment elections and modifications thereof and withdrawals and distributions therefrom. The Trustee shall be fully protected in maintaining individual Account records and in administering the Accounts of the Employee on the basis of such certifications and shall have no duty of inquiry or otherwise with respect to any transactions or communications between the Committee and Employees relating to the information contained in such certifications.

9.8 Authorization of Benefit Payments

The Committee shall forward to the Trustee any application for payment of benefits within a reasonable time after it has approved such application. The Trustee may rely on any such information set forth in the approved application for the payment of benefits to the Participant, Beneficiary or any other person entitled to benefits.

9.9 Payment of Benefits to Legal Custodian

Whenever, in the Committee’s opinion, a person entitled to receive any benefit payment is a minor or deemed to be physically, mentally or legally incompetent to receive such benefit, the Committee may direct the Trustee to make payment for his benefit to such individual or institution having legal custody of such person or to his legal representative. Any benefit payment made in accordance with the provisions of this Section 9.9 shall operate as a valid and complete discharge of any liability for payment of such benefit under the provisions of the Plan.

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Article IX —

Administration

9.10 Service in More Than One Fiduciary Capacity

Any person or group of persons may serve in more than one fiduciary capacity with respect to the Plan, regardless of whether any such person is an officer, employee, agent or other representative of a party in interest.

9.11 Payment of Expenses

The Employer will pay the ordinary administrative expenses of the Plan and compensation of the Trustee.

The Employer may charge Employees all or part of the reasonable expenses associated with withdrawals and other distributions.

750 67 Fox Chase Bank

Article X —

Benefit Claims Procedure

ARTICLE X —

BENEFIT CLAIMS PROCEDURE

10.1 Definition

For purposes of this Article X, “Claimant” shall mean any Participant, Beneficiary or any other person entitled to benefits under the Plan or his duly authorized representative.

10.2 Claims

A Claimant may file a written claim for a Plan benefit with the Plan Administrator on the appropriate form to be supplied by the Plan Administrator. The Plan Administrator shall, in its sole and absolute discretion, review the Claimant’s application for benefits and determine the disposition of such claim.

10.3 Disposition of Claim

The Plan Administrator shall notify the Claimant as to the disposition of the claim for benefits under this Plan within ninety (90) days after the appropriate form has been filed unless special circumstances require an extension of time for processing. If such an extension of time is required, the Plan Administrator shall furnish written notice of the extension to the Claimant prior to the termination of the initial ninety (90) day period. The extension notice shall indicate the special circumstances requiring the extension of time and the date the Plan Administrator expects to render a decision. In no event shall such extension exceed a period of one hundred-eighty (180) days from the receipt of the claim.

10.4 Denial of Claim

If a claim for benefits under this Plan is denied in whole or in part by the Plan Administrator, a written or electronic notice prepared in a manner calculated to be understood by the Claimant shall be provided by the Plan Administrator to the Claimant and such notice shall include the following:

(a) a statement that the claim for the benefits under this Plan has been denied;

(b) the specific reasons for the denial of the claim for benefits, citing the specific provisions of the Plan which set forth the reason or reasons for the denial;

(c) a description of any additional material or information necessary for the Claimant to perfect the claim for benefits under this Plan and an explanation of why such material or information is necessary; and

(d) appropriate information as to the steps to be taken if the Claimant wishes to appeal such decision.

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Article II—

Benefit Claims Procedure

10.5 Right to Full and Fair Review

A Claimant who is denied, in whole or in part, a claim for benefits under the Plan may file an appeal of such denial. Such appeal must be made in writing by the Claimant or his duly authorized representative and must be filed with the Committee within sixty (60) days after receipt of the notification under Section 10.4. The Claimant or his representative may review pertinent documents and submit written comments, documents, records and other information relating to the Claimant’s denied claim. Upon request, the Committee will provide the Claimant, free of charge, reasonable access to and copies of all documents, records and other information relevant to the claim.

10.6 Time of Review

The Committee, independent of the Plan Administrator, shall conduct a full and fair review of the denial of claim for benefits under this Plan to a Claimant within sixty (60) days after receipt of the written request for review described in Section 10.5; provided, however, that an extension, not to exceed sixty (60) days, may apply in special circumstances. Written or electronic notice shall be furnished to the Claimant prior to the commencement of the extension period.

10.7 Final Decision

The Claimant shall be notified in writing or electronically of the final decision of such full and fair review by such Committee. Such decision shall be written in a manner calculated to be understood by the Claimant, shall state the specific reasons for the decision and shall include specific references to the pertinent Plan provisions upon which the decision is based. In no event shall the decision be furnished to the Claimant later than sixty (60) days after the receipt of a request for review, unless special circumstances require an extension of time for processing, in which case a decision shall be rendered within one hundred-twenty (120) days after receipt of such request for review.

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Article II —

Amendment, Termination, and Withdrawal

ARTICLE XI —

AMENDMENT, TERMINATION, AND WITHDRAWAL

11.1 Amendment and Termination

The Employer expects to continue the Plan indefinitely, but specifically reserves the right, in its sole and absolute discretion, at any time, by appropriate action of the Board, to terminate its Plan or to amend, in whole or in part, any or all of the provisions of the Plan. Subject to the provisions of Section 13.7, no such amendment or termination shall permit any part of the Trust Fund to be used for or diverted to purposes other than for exclusive benefit of Participants, Beneficiaries or other persons entitled to benefits, and no such amendment or termination shall reduce the interest of any Participant, Beneficiary or other person who may be entitled to benefits, without his consent. In the event of a termination or partial termination of the Plan, or upon complete discontinuance of contributions under the Plan, the Accounts of each affected Participant shall become fully vested and shall be distributable in accordance with the provisions of Article VII. In the event of a complete termination of the Plan, the Accounts of each affected Participant may alternatively be distributable as a lump sum distribution within seven (7) days of the Valuation Date coincident with the date of receipt by the Trustee of the proper documentation indicating the Participant’s distribution date.

If any amendment changes the vesting schedule, any Participant who has a Period of Service of three (3) or more years may, by filing a written request with the Employer, elect to have his vested percentage computed under the vesting schedule in effect prior to the amendment.

The period during which the Participant may elect to have his vested percentage computed under the prior vesting schedule shall commence with the date the amendment is adopted and shall end on the latest of:

(a) sixty (60) days after the amendment is adopted;

(b) sixty (60) days after the amendment becomes effective; or

(c) sixty (60) days after the Participant is issued written notice of the amendment from the Employer.

11.2 Withdrawal from the Trust Fund

An Employer may withdraw its Plan from the Trust Fund in accordance with and subject to the provisions of the Trust Agreement.

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Article XII —

Top-Heavy Plan Provisions

ARTICLE XII —

TOP-HEAVY PLAN PROVISIONS

12.1 Introduction

Any other provisions of the Plan to the contrary notwithstanding, the provisions contained in this Article XII shall be effective with respect to any Plan Year in which this Plan is a Top-Heavy Plan, as hereinafter defined.

12.2 Definitions

For purposes of this Article XII, the following words and phrases shall have the meanings stated herein unless a different meaning is plainly required by the context.

(a) “Account,” for the purpose of determining the Top-Heavy Ratio, means the sum of (i) a Participant’s Accounts as of the most recent Valuation Date and (ii) an adjustment for contributions due as of the Determination Date. The following subsections (A) and (B) shall apply for purposes of determining the amounts of Account balances of Employees as of the Determination Date.

(A) Distributions during year ending on the Determination Date. The amounts of Account balances of an Employee as of the Determination Date shall be increased by the distributions made with respect to the Employee under this Plan and any plan aggregated with the Plan under Section 416(g)(2) of the Code during the 1-year period ending on the Determination Date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with this Plan under Section 416(g)(2)(A)(i) of the Code. In the case of a distribution made for a reason other than separation from service, death, or disability, this provision shall be applied by substituting “5-year period” for “1-year period.”

(B) Employees not performing services during year ending on the Determination Date. The Accounts of any individual who has not performed services for the Employer during the 1-year period ending on the Determination Date shall not be taken into account.

(b) “Determination Date” means, with respect to any Plan Year, the last day of the preceding Plan Year. With respect to the first Plan Year, “Determination Date” means the last day of such Plan Year.

(c) “Five-Percent Owner” means, if the Employer is a corporation, any Employee who owns (or is considered as owning within the meaning of Section 318 of the Code modified by Section 416(i)(1)(B)(iii) of the Code) more than five percent (5%) of the value of the outstanding stock of, or more than five percent (5%) of the total

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Article XII —

Top-Heavy Plan Provisions

combined voting power of all the stock of, the Employer. If the Employer is not a corporation, a Five-Percent Owner means any Employee who owns more than five percent (5%) of the capital or profits interest in the Employer.

(d) “Key Employee” means any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the Determination Date was an officer of the Employer having annual Compensation greater one hundred forty thousand dollars ($140,000) for the 2006 Plan Year (as adjusted under Section 416(i)(1) of the Code, a 5-percent owner of the Employer, or a 1-percent owner of the Employer having Annual Compensation of more than one hundred fifty thousand dollars ($150,000). For this purpose, “Annual Compensation” means compensation within the meaning of Section 415(c)(3) of the Code. The determination of who is a Key Employee will be made in accordance with Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder.

(e) “Non-Key Employee” means an Employee or former Employee (or, where applicable, such person’s Beneficiary) who is not a Key Employee.

(f) “Officer” means an Employee who is an administrative executive in the regular and continued service of his Employer; any Employee who has the title but not the authority of an officer shall not be considered an Officer for purposes of this Article XII. Similarly, an Employee who does not have the title of an officer but has the authority of an officer shall be considered an Officer. For purposes of this Article XII, the maximum number of Officers that must be taken into consideration shall be determined as follows: (i) three (3), if the number of Employees is less than thirty (30); (ii) ten percent (10%) of the number of Employees, if the number of Employees is between thirty (30) and five hundred (500); or (iii) fifty (50), if the number of Employees is greater than five hundred (500). In determining such limit, the term “Employer” shall be determined in accordance with Sections 414(b), (c), (m) and (o) of the Code and “Employee” shall include Leased Employees and exclude employees described in Section 414(q)(5) of the Code.

(g) “One-Percent Owner” means, if the Employer is a corporation, any Employee who owns (or is considered as owning within the meaning of Section 318 of the Code modified by Section 416(i)(1)(B)(iii) of the Code) more than one percent (1%) of the value of the outstanding stock of, or more than one percent (1%) of the total combined voting power of all the stock of, the Employer. If the Employer is not a corporation, a One-Percent Owner means any Employee who owns more than one percent (1%) of the capital or profits interest in the Employer.

(h) A “Permissive Aggregation Group” consists of one or more plans of the Employer that are part of a Required Aggregation Group, plus one or more plans that are not part of a Required Aggregation Group but that satisfy the requirements of Sections 401(a)(4) and 410 of the Code when considered together with the Required

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Article XII —

Top-Heavy Plan Provisions

Aggregation Group. If two (2) or more defined benefit plans are included in the aggregation group, the same actuarial assumptions must be used with respect to all such plans in determining the Present Value of Accrued Benefits.

(i) “Present Value of Accrued Benefits” shall be determined in accordance with the actuarial assumptions set forth in the defined benefit plan and the assumed benefit commencement date shall be determined taking into account any nonproportional subsidy. The accrued benefit of any Employee shall be determined under the method used for accrual purposes for all plans of the Employer, or if no such method is described, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under Section 411(b)(1)(C) of the Code.

(j) “Related Rollover Contributions” means rollover contributions received by the Plan that are not initiated by the Employee nor made from another plan maintained by the Employer.

(k) A “Required Aggregation Group” consists of each plan of the Employer (whether or not terminated) in which a Key Employee participates or participated at any time during the Plan Year containing the Determination Date or any of the four (4) preceding Plan Years and each other plan of the Employer (whether or not terminated) which enables any plan in which a Key Employee participates or participated to meet the requirements of Section 401(a)(4) or 410 of the Code. If two (2) or more defined benefit plans are included in the aggregation group, the same actuarial assumptions must be used with respect to all such plans in determining the Present Value of Accrued Benefits.

(l) A “Super Top-Heavy Plan” means a Plan in which, for any Plan Year:

(i) the Top-Heavy Ratio (as defined under subsection (o)) for the Plan exceeds ninety percent (90%) and the Plan is not part of any Required Aggregation Group (as defined under subsection (k)) or Permissive Aggregation Group (as defined under subsection (h)); or

(ii) the Plan is a part of a Required Aggregation Group (but is not part of a Permissive Aggregation Group) and the Top-Heavy Ratio for the group of plans exceeds ninety percent (90%); or

(iii) the Plan is a part of a Required Aggregation Group and part of a Permissive Aggregation Group and the Top-Heavy Ratio for the Permissive Aggregation Group exceeds ninety percent (90%).

(m) “Top-Heavy Earnings” means, for any year, compensation as defined under Section 414(q)(4) of the Code, up to a maximum of two hundred twenty thousand dollars ($220,000) for the 2006 Plan Year, adjusted in multiples of five thousand dollars ($5,000) for increases in the cost-of-living as prescribed by the Secretary of the Treasury under Section 401(a)(17)(B) of the Code.

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Article XII —

Top-Heavy Plan Provisions

(n) A “Top-Heavy Plan” means a Plan in which, for any Plan Year:

(i) the Top-Heavy Ratio (as defined under subsection (o)) for the Plan exceeds sixty percent (60%) and the Plan is not part of any Required Aggregation Group (as defined under subsection (k)) or Permissive Aggregation Group (as defined under subsection (h)); or

(ii) the Plan is a part of a Required Aggregation Group but is not part of a Permissive Aggregation Group and the Top-Heavy Ratio for the group of plans exceeds sixty percent (60%); or

(iii) the Plan is a part of a Required Aggregation Group and part of a Permissive Aggregation Group and the Top-Heavy Ratio for the Permissive Aggregation Group exceeds sixty percent (60%).

(o) “Top-Heavy Ratio” means:

(i) if the Employer maintains one or more qualified defined contribution plans and the Employer has not maintained any qualified defined benefit plans which during the five (5) year period ending on the Determination Date have or have had accrued benefits, the Top-Heavy Ratio for the Plan alone or for the Required Aggregation Group or Permissive Aggregation Group, as appropriate, is a fraction, the numerator of which is the sum of the Account balances under the aggregated defined contribution plan or plans for all Key Employees as of the Determination Date, including any part of any Account balance distributed in the five (5) year period ending on the Determination Date but excluding distributions attributable to Related Rollover Contributions, if any, and the denominator of which is the sum of all Account balances under the aggregated qualified defined contribution plan or plans for all Participants as of the Determination Date, including any part of any Account balance distributed in the five (5) year period ending on the Determination Date but excluding distributions attributable to Related Rollover Contributions, if any, determined in accordance with Section 416 of the Code and the regulations thereunder.

(ii) if the Employer maintains one or more qualified defined contribution plans and the Employer maintains or has maintained one or more qualified defined benefit plans which during the five (5) year period ending on the Determination Date have or have had any accrued benefits, the Top-Heavy Ratio for any Required Aggregation Group or Permissive Aggregation Group, as appropriate, is a fraction, the numerator of which is the sum of the Account balances under the aggregated qualified defined contribution plan or plans for all Key Employees, determined in accordance with (i) above, and the sum of the Present Value of Accrued Benefits under the aggregated qualified defined benefit plan or plans for all Key Employees as of the Determination Date, and the denominator of which is the sum of

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Article XII —

Top-Heavy Plan Provisions

Account balances under the aggregated qualified defined contribution plan or plans determined in accordance with (i) above, for all Participants and the sum of the Present Value of Accrued Benefits under the aggregated qualified defined benefit plan or plans for all Participants as of the Determination Date, all determined in accordance with Section 416 of the Code and the regulations thereunder. The accrued benefits under a qualified defined benefit plan in both the numerator and denominator of the Top-Heavy Ratio are adjusted for any distribution of an accrued benefit made in the five (5) year period ending on the Determination Date.

(iii) For purposes of (i) and (ii) above, the value of Account balances and the Present Value of Accrued Benefits will be determined as of the most recent Valuation Date that falls within the twelve (12) month period ending on the Determination Date, except as provided in Section 416 of the Code and the regulations thereunder for the first and second Plan Years of a qualified defined benefit plan. The Account balances and Present Value of Accrued Benefits of a Participant (A) who is a Non-Key Employee but who was a Key Employee in a prior year, or (B) who has not been credited with at least an Hour of Service with any employer maintaining the Plan at any time during the five (5) year period ending on the Determination Date will be disregarded. The calculation of the Top-Heavy Ratio, and the extent to which distributions, rollovers, and transfers are taken into account will be made in accordance with Section 416 of the Code and the regulations thereunder. When aggregating plans, the value of Account balances and the Present Value of Accrued Benefits will be calculated with reference to the Determination Date that falls within the same calendar year.

(p) “Valuation Date”, for the purpose of computing the Top-Heavy Ratio (as defined under subsection (o)) under subsections (l) and (n) means the last date of the Plan Year.

For purposes of subsections (h), (j) and (k), the rules of Sections 414(b), (c), (m) and (o) of the Code shall be applied in determining the meaning of the term “Employer”.

12.3 Minimum Contributions

If the Plan becomes a Top-Heavy Plan, then any provision of Article III to the contrary notwithstanding, the following provisions shall apply:

(a) Subject to subsection (b), the Employer shall contribute on behalf of each Participant who is employed by the Employer on the last day of the Plan Year and who is a Non-Key Employee an amount with respect to each Top-Heavy year which, when added to the amount of Special Contributions and Forfeitures made on behalf of such Participant, shall not be less than the lesser of: (i) three percent (3%) of such Participant’s Section 415 Compensation (as defined under Section

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Article XII —

Top-Heavy Plan Provisions

3.13(a)(v) of the Plan and modified by Section 401(a)(17) of the Code), or (ii) if the Employer has no defined benefit plan which is designated to satisfy Section 416 of the Code, the largest of the total of each Key Employee’s Matching Contributions, Before-Tax Contributions, Special Contributions, Roth Contributions, if implemented, upon approval by the Employer and Forfeitures, as a percentage of each such Key Employee’s Top-Heavy Earnings; provided, however, that in no event shall any contributions be made under this Section 12.3 in an amount which will cause the percentage of contributions made by the Employer on behalf of any Participant who is a Non-Key Employee to exceed the percentage at which contributions are made by the Employer on behalf of the Key Employee for whom the percentage of the total of Matching Contributions, Before-Tax Contributions, Special Contributions, Roth Contributions, if any and Forfeitures, is highest in such Top-Heavy year. Any such contribution shall be allocated to the Matching Contribution Account of each such Participant and, for purposes of vesting and withdrawals only, shall be deemed to be a Matching Contribution. Any such contribution shall not be deemed to be a Matching Contribution for any other purpose.

(b) Notwithstanding the foregoing, this Section 12.3 shall not apply to any Participant to the extent that such Participant is covered under any other plan or plans of the Employer (determined in accordance with Sections 414(b), (c), (m) and (o) of the Code) and such other plan provides that the minimum allocation or benefit requirement will be met by such other plan should this Plan become Top-Heavy. If such other plan does not provide for a minimum allocation or benefit requirement, a minimum of five percent (5%) of a Participant’s Section 415 Compensation, as defined in Section 12.3(a) above, shall be provided under this Plan.

(c) For purposes of this Article XII, the following shall be considered as a contribution made by the Employer:

(i) Qualified Nonelective Contributions;

(ii) Matching Contributions made by the Employer on behalf of Key Employees; and

(iii) Elective Contributions made by the Employer on behalf of Key Employees.

(d) Subject to the provisions of subsection (b), all Non-Key Employee Participants who are employed by the Employer on the last day of the Plan Year shall receive the defined contribution minimum provided under subsection (a). A Non-Key Employee may not fail to accrue a defined contribution minimum merely because such Employee was excluded from participation or failed to accrue a benefit because (i) his Compensation is less than a stated amount, or (ii) he failed to make

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Article XII —

Top-Heavy Plan Provisions

Before-Tax Contributions and/or Roth Contributions, if implemented, upon approval by the Employer.

(e) Employer contributions, if any, shall be taken into account for purposes of satisfying the minimum contribution requirements of Section 416(c)(2) of the Code and this Section 12.3. The preceding sentence shall apply with respect to Matching Contributions or, if the Plan provides that the minimum contribution requirement shall be met in another plan, such other plan. Employer contributions that are used to satisfy the minimum contribution requirements shall be treated as Employer contributions for purposes of the Actual Contribution Percentage test and other requirements of Section 401(m) of the Code, if applicable.

12.4 Impact on Section 415 Maximum Benefits

If a Non-Key Employee is entitled to a minimum contribution under Section 12.3(b), the Plan shall not be treated as a Super Top-Heavy Plan under this Section 12.4, if the minimum contribution satisfies Section 12.3(b) when seven and one-half percent (7-1/2%) is substituted for five percent (5%).

12.5 Vesting

If the Plan becomes a Top-Heavy Plan, then, notwithstanding Section 4.1(c), the Vested Percentage of a Participant who has at least one (1) Hour of Service with the Employer after the Plan becomes Top-Heavy shall not be less than the following Vested Percentage of his accrued benefit, determined in accordance with the following table:

Period of Service	Vested Percentage
Less than 2 years	0%
2 years but less than 3 years	20%
3 years but less than 4 years	40%
4 years but less than 5 years	60%
5 years but less than 6 years	80%
6 years or more	100%

Notwithstanding the foregoing provision, each Participant with at least a Period of Service of three (3) years with the Employer shall at all times have his vested percentage computed under the greater of the provisions of this Section 12.5 or the provisions of Section 4.1(c).

For those Plan Years in which the Plan ceases to be a Top-Heavy Plan, the vesting schedule shall be determined in accordance with the provisions of Section 4.1(c), except that the vested percentage of a Participant’s accrued benefit before the Plan ceased to be a Top-Heavy Plan shall not be reduced.

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Article XIII --

Miscellaneous Provisions

ARTICLE XIII —

MISCELLANEOUS PROVISIONS

13.1 No Right to Continued Employment

Neither the establishment of the Plan, nor any provisions of the Plan or of the Trust Agreement establishing the Trust Fund nor any action of any Named Fiduciary, Plan Administrator or the Employer, shall be held or construed to confer upon any Employee any right to a continuation of his employment by the Employer. The Employer reserves the right to dismiss any Employee or otherwise deal with any Employee to the same extent and in the same manner that it would if the Plan had not been adopted.

13.2 Merger, Consolidation, or Transfer

The Plan shall not be merged or consolidated with, nor transfer its assets or liabilities to, any other plan unless each Employee, Participant, Beneficiary and other person entitled to benefits under the Plan, would (if such other plan then terminated) receive a benefit immediately after the merger, consolidation or transfer which is equal to or greater than the benefit he would have been entitled to receive if the Plan had terminated immediately before the merger, consolidation or transfer.

13.3 Nonalienation of Benefits

Except, to the extent of any offset of a Participant’s benefits as a result of any judgment, order, decree or settlement agreement provided in Section 401(a)(13)(C) of the Code, benefits payable under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber, charge, garnish, execute, levy or otherwise affect any right to benefits payable hereunder, shall be void. Notwithstanding the foregoing, the Plan shall permit the payment of benefits in accordance with a qualified domestic relations order as defined under Section 414(p) of the Code.

13.4 Missing Payee

Any other provision in the Plan or Trust Agreement to the contrary notwithstanding, if the Trustee is unable to make payment to any Employee, Participant, Beneficiary or other person to whom a payment is due (“Payee”) under the Plan because the identity or whereabouts of such Payee cannot be ascertained after reasonable efforts have been made to identify or locate such person (including mailing a certified notice of the payment due to the last known address of such Payee as shown on the records of the Employer), such payment and all subsequent payments otherwise due to such Payee shall be forfeited twenty-four (24) months after the date such payment first became due. However, such payment and any subsequent payments shall be reinstated retroactively, without interest, no later than sixty (60) days after the date on which the Payee is identified and located.

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Article XIII —

Miscellaneous Provisions

13.5 Affiliated Employers

All employees of all Affiliated Employers shall, for purposes of the limitations in Article XII and for measuring Hours of Service and Periods of Service, be treated as employed by a single employer. No employee of an Affiliated Employer shall become a Participant of this Plan unless employed by the Employer or an Affiliated Employer which has adopted the Plan.

13.6 Successor Employer

In the event of the dissolution, merger, consolidation or reorganization of the Employer, the successor organization may, upon satisfying the provisions of the Trust Agreement and the Plan, adopt and continue this Plan. Upon adoption, the successor organization shall be deemed the Employer with all its powers, duties and responsibilities and shall assume all Plan liabilities.

13.7 Return of Employer Contributions

Any other provision of the Plan or Trust Agreement to the contrary notwithstanding, upon the Employer’s request, a contribution to the Plan by the Employer which was (a) made by mistake of fact, or (b) conditioned upon initial qualification of the Plan with the Internal Revenue Service, or (c) conditioned upon the deductibility by the Employer of such contributions under Section 404 of the Code, shall be returned to the Employer within one (1) year after: (i) the payment of a contribution made by mistake of fact, or (ii) the denial of such qualification or (iii) the disallowance of the deduction (to the extent disallowed), as the case may be.

Any such return shall not exceed the lesser of (A) the amount of such contributions (or, if applicable, the amount of such contribution with respect to which a deduction is denied or disallowed) or (B) the amount of such contributions net of a proportionate share of losses incurred by the Plan during the period commencing on the Valuation Date as of which such contributions are made and ending on the Valuation Date as of which such contributions are returned. All such refunds shall be limited in amount, circumstances and timing to the provisions of Section 403(c) of ERISA.

13.8 Adoption of Plan by Affiliated Employer

An Affiliated Employer of the Sponsoring Employer may adopt the Plan (and its related Trust Agreement). Upon such adoption, such Affiliated Employer shall become a Participating Affiliate in the Plan, which Plan shall be deemed a “single plan” within the meaning of Income Tax Regulations Section 1.414(l)-1(b)(1).

For purposes of Article IX, Employer shall mean only the Sponsoring Employer and each Participating Affiliate shall be deemed to accept and designate the Named Fiduciaries, Committee, Plan Administrator and voter of Trust Fund Units designated by the Sponsoring Employer to act on its behalf in accordance with the provisions of the Plan.

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Article XIII —

Miscellaneous Provisions

The Sponsoring Employer shall solely exercise for and on behalf of such Participating Affiliate the powers reserved to the Employer under Articles IX and XI. However, such Participating Affiliate may at anytime terminate its future participation in the Plan.

13.9 Construction of Language

Wherever appropriate in the Plan, words used in the singular may be read in the plural; words used in the plural may be read in the singular; and words importing the masculine gender shall be deemed equally to refer to the female gender. Any reference to a section number shall refer to a section of this Plan, unless otherwise indicated.

13.10 Headings

The headings of articles and sections are included solely for convenience of reference, and if there be any conflict between such headings and the text of the Plan, the text shall control.

13.11 Governing Law

The Plan shall be governed by and construed and enforced in accordance with the laws of the Pennsylvania, except to the extent that such laws are preempted by the Federal laws of the United States of America.

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EX-16.1

Exhibit 16.1

[LETTERHEAD OF BEARD MILLER COMPANY LLP]

June 29, 2006

Securities and Exchange Commission

Washington, D.C. 20549

Dear Sir or Madam:

We have read the section captioned “Change in Accountants” in the Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 and are in agreement with the statements concerning our firm contained therein and we have no basis to agree or disagree with the other statements of the registrant contained therein.

/s/ BEARD MILLER COMPANY LLP

EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated April 28, 2006, except as to note 17, which is June 28, 2006 with respect to the consolidated statement of condition of Fox Chase Bank and subsidiary as of December 31, 2005, and the related consolidated statements of operations, changes in equity, and cash flows for the year then ended in this Registration Statement on Pre-effective Amendment No. 1 to Form S-1 to be filed with the Securities and Exchange Commission. We also consent to the reference to our Firm under the heading “Experts” in the prospectus.

/s/    KPMG LLP

Philadelphia, Pennsylvania

June 29, 2006

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 and related prospectus of Fox Chase Bancorp, Inc. of our report dated August 25, 2005, relating to the consolidated financial statements of Fox Chase Bank for the years ended December 31, 2004 and 2003, which is included in that Prospectus.

We also consent to the reference to us under the caption “Experts” in the Prospectus.

/s/ BEARD MILLER COMPANY LLP

Beard Miller Company LLP

Harrisburg, Pennsylvania

June 29, 2006

EX-99.2

[Fox Chase Bank]

Dear Member:

The Board of Directors of Fox Chase Bank has voted unanimously in favor of a plan of reorganization and stock issuance whereby Fox Chase Bank will reorganize from a mutual savings bank into the mutual holding company structure. As a result of the reorganization, Fox Chase Bancorp, Inc. will become the federally chartered parent holding company of Fox Chase Bank, and Fox Chase Bancorp, Inc. will be a majority-owned subsidiary of Fox Chase MHC. We are reorganizing so that Fox Chase Bank will be structured in the form of ownership that we believe will best support the Bank’s future growth.

As part of the reorganization and in furtherance of the Bank’s long-standing commitment to its local community, the Bank intends to establish and fund through a contribution of cash and common stock a charitable foundation to be known as Fox Chase Bank Charitable Foundation. The foundation will be dedicated to the promotion of charitable causes within the communities in which the Bank operates.

To accomplish the reorganization and the establishment of the foundation, your participation is extremely important. On behalf of the Board, I ask that you help us meet our goal by reading the enclosed material and then casting your vote for the plan of reorganization and stock issuance and for the establishment of the foundation and mailing your signed proxy card immediately in the enclosed postage-paid envelope marked “PROXY RETURN.” If you have an IRA or other Qualified Retirement Plan account for which Fox Chase Bank acts as trustee and we do not receive a proxy from you, Fox Chase Bank, as trustee for such account, intends to vote for the plan of reorganization and stock issuance and for the establishment of the foundation on your behalf. If you have more than one account, you may receive more than one proxy. Please vote by returning all proxy cards received.

If the plan of reorganization is approved:

• deposit accounts will continue to be federally insured to the same extent permitted by law;

• existing deposit accounts and loans will not undergo any change; and

• voting for approval will not obligate you to buy any shares of common stock.

As a qualifying account holder, you may take advantage of your nontransferable rights to subscribe for shares of Fox Chase Bancorp, Inc. common stock on a priority basis before the stock is offered to the general public. The enclosed prospectus describes the operations of Fox Chase Bank and the stock offering by Fox Chase Bancorp, Inc. If you wish to subscribe for common stock, please complete the stock order and certification form and mail it, along with full payment for the shares (or appropriate instructions authorizing withdrawal from a deposit account with Fox Chase Bank), to Fox Chase Bancorp, Inc. in the enclosed postage-paid envelope marked “STOCK ORDER RETURN,” or return it to any full service branch office of Fox Chase Bank. Your order must be physically received (not postmarked) by Fox Chase Bank no later than XX:00 p.m., Eastern time, on     day,             XX, 2006. Please read the prospectus carefully before making an investment decision.

If you wish to use funds in your IRA or other qualified plan at Fox Chase Bank to subscribe for common stock, please be aware that federal law requires that such funds first be transferred to a self-directed retirement account with a trustee other than Fox Chase Bank. The transfer of such funds to a new trustee takes time, so please make arrangements as soon as possible.

If you have any questions after reading the enclosed material, please call our conversion center at (XXX) XXX-XXXX, Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern time. Please note that the conversion center will be closed from 12:00 noon Friday, September 1 through 12:00 noon Tuesday September 5, in observance of the Labor Day holiday.

Sincerely,

Thomas M. Petro

President and Chief Executive Officer

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Fox Chase Bank, Fox Chase MHC, Fox Chase Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

[Fox Chase Bank]

Dear Member:

The Board of Directors of Fox Chase Bank has voted unanimously in favor of a plan of reorganization and stock issuance whereby Fox Chase Bank will reorganize from a mutual savings bank into the mutual holding company structure. As a result of the reorganization, Fox Chase Bancorp, Inc. will become the federally chartered parent holding company of Fox Chase Bank, and Fox Chase Bancorp, Inc. will be a majority-owned subsidiary of Fox Chase MHC. We are reorganizing so that Fox Chase Bank will be structured in the form of ownership that we believe will best support the Bank’s future growth.

As part of the reorganization and in furtherance of the Bank’s long-standing commitment to its local community, the Bank intends to establish and fund through a contribution of cash and common stock a charitable foundation to be known as Fox Chase Bank Charitable Foundation. The foundation will be dedicated to the promotion of charitable causes within the communities in which the Bank operates.

To accomplish the reorganization and the establishment of the foundation, your participation is extremely important. On behalf of the Board, I ask that you help us meet our goal by reading the enclosed material and then casting your vote in favor of the plan of reorganization and stock issuance and for establishment of the foundation and mailing your signed proxy card immediately in the enclosed postage-paid envelope marked “PROXY RETURN.” If you have an IRA or other Qualified Retirement Plan account for which Fox Chase Bank acts as trustee and we do not receive a proxy from you, Fox Chase Bank, as trustee for such account, intends to vote in favor of the plan of reorganization and stock issuance on your behalf. If you have more than one account, you may receive more than one proxy. Please vote by returning all proxy cards received.

If the plan of reorganization and stock issuance is approved:

• deposit accounts will continue to be federally insured to the fullest extent permitted by law; and

• existing deposit accounts and loans will not undergo any change.

We regret that we are unable to offer you common stock in the subscription offering because the laws of your state or jurisdiction require us to register (1) the to-be-issued common stock of Fox Chase Bancorp, Inc. or (2) an agent of Fox Chase Bank to solicit the sale of such stock, and the number of eligible subscribers in your state or jurisdiction does not justify the expense of such registration.

If you have any questions after reading the enclosed material, please call our conversion center at (XXX) XXX-XXXX, Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern time. Please note that the conversion center will be closed from 12:00 noon Friday, September 1 through 12:00 noon Tuesday September 5, in observance of the Labor Day holiday.

Sincerely,

Thomas M. Petro

President and Chief Executive Officer

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Fox Chase Bank, Fox Chase MHC, Fox Chase Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

[Fox Chase Bank]

Dear Friend of Fox Chase Bank:

The Board of Directors of Fox Chase Bank has voted unanimously in favor of a plan of reorganization and stock issuance whereby Fox Chase Bank will reorganize from a mutual savings bank into the mutual holding company structure. As a result of the reorganization, Fox Chase Bancorp, Inc. will become the federally chartered parent holding company of Fox Chase Bank, and Fox Chase Bancorp, Inc. will be a majority-owned subsidiary of Fox Chase MHC. We are reorganizing so that Fox Chase Bank will be structured in the form of ownership that we believe will best support the Bank’s future growth.

As part of the reorganization and in furtherance of the Bank’s long-standing commitment to its local community, the Bank intends to establish and fund through a contribution of cash and common stock a charitable foundation to be known as Fox Chase Bank Charitable Foundation. The foundation will be dedicated to the promotion of charitable causes within the communities in which the Bank operates.

As a former account holder, you may take advantage of your nontransferable rights to subscribe for shares of Fox Chase Bancorp, Inc. common stock on a priority basis, before the stock is offered to the general public. The enclosed prospectus describes the operations of Fox Chase Bank and the stock offering by Fox Chase Bancorp, Inc. If you wish to subscribe for common stock, please complete the stock order and certification form and mail it, along with full payment for the shares (or appropriate instructions authorizing withdrawal from a deposit account with Fox Chase Bank) to Fox Chase Bancorp, Inc. in the enclosed postage-paid envelope marked “STOCK ORDER RETURN,” or return it to any full service branch office of Fox Chase Bank. Your order must be physically received (not postmarked) by Fox Chase Bank no later than 4:00 p.m., Eastern time, on     day,             XX, 2006. Please read the prospectus carefully before making an investment decision.

If you have any questions after reading the enclosed material, please call our conversion center at (XXX) XXX-XXXX, Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern time. Please note that the conversion center will be closed from 12:00 noon Friday, September 1 through 12:00 noon Tuesday, September 5, in observance of the Labor Day holiday.

Sincerely,

Thomas M. Petro

President and Chief Executive Officer

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Fox Chase Bank, Fox Chase MHC, Fox Chase Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

[Fox Chase Bancorp]

Dear Potential Investor:

We are pleased to provide you with the enclosed material in connection with the stock offering by Fox Chase Bancorp, Inc. We are raising capital to support Fox Chase Bank’s future growth.

This information packet includes the following:

PROSPECTUS: This document provides detailed information about the operations of Fox Chase Bank and the proposed stock offering by Fox Chase Bancorp, Inc. Please read it carefully before making an investment decision.

STOCK ORDER & CERTIFICATION FORM: Use this form to subscribe for common stock and mail it, along with full payment for the shares (or appropriate instructions authorizing withdrawal from a deposit account with Fox Chase Bank), to Fox Chase Bancorp, Inc. in the enclosed postage-paid envelope marked “STOCK ORDER RETURN,” or return it to any full service branch office of Fox Chase Bank. Your order must be physically received (not postmarked) by Fox Chase Bank no later than 4:00 p.m., Eastern time, on     day,             XX, 2006.

We are pleased to offer you this opportunity to become one of our shareholders. If you have any questions regarding the stock offering or the prospectus, please call our conversion center at (XXX) XXX-XXXX, Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern time. Please note that the conversion center will be closed from 12:00 noon Friday, September 1 through 12:00 noon Tuesday, September 5, in observance of the Labor Day holiday.

Sincerely,

Thomas M. Petro

President and Chief Executive Officer

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Fox Chase Bank, Fox Chase MHC, Fox Chase Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

[Sandler O’Neill & Partners, L.P.]

Dear Customer of Fox Chase Bank:

At the request of Fox Chase Bank we have enclosed material regarding the offering of common stock of Fox Chase Bancorp, Inc. The material is offered in connection with the reorganization of Fox Chase Bank from a mutual savings bank into the mutual holding company structure. These materials include a prospectus and a stock order form, which offer you the opportunity to subscribe for shares of common stock of Fox Chase Bancorp, Inc.

Please read the prospectus carefully before making an investment decision. If you decide to subscribe for shares, you must return the properly completed and signed stock order form and signed certification form, along with full payment for the shares (or appropriate instructions authorizing withdrawal from a deposit account with Fox Chase Bank), to Fox Chase Bancorp, Inc. in the enclosed postage-paid envelope marked “STOCK ORDER RETURN,” or return it to any full service branch office of Fox Chase Bank. Your order must be physically received (not postmarked) by Fox Chase Bank no later than 4:00 p.m., Eastern time, on     day,             XX, 2006. If you have any questions after reading the enclosed material, please call the conversion center at (XXX) XXX-XXXX, Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern time, and ask for a Sandler O’Neill representative. Please note that the conversion center will be closed from 12:00 noon Friday, September 1 through 12:00 noon Tuesday, September 5, in observance of the Labor Day holiday.

We have been asked to forward these documents to you in view of certain requirements of the securities laws of your jurisdiction. We should not be understood as recommending or soliciting in any way any action by you with regard to the enclosed material.

Sandler O’Neill & Partners, L.P.

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Fox Chase Bank, Fox Chase MHC, Fox Chase Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

Enclosures

[COVER PAGE]

Questions & Answers About the Reorganization

Fox Chase Bancorp, Inc.

Proposed Holding Company for Fox Chase Bank

Questions & Answers

About the Reorganization

The Board of Directors of Fox Chase Bank has voted unanimously in favor of a plan of reorganization and stock issuance whereby Fox Chase Bank will reorganize from a mutual savings bank into the mutual holding company structure. As a result of the reorganization, Fox Chase Bancorp, Inc. will become the federally chartered parent holding company of Fox Chase Bank, and Fox Chase Bancorp, Inc. will be a majority-owned subsidiary of Fox Chase MHC. Pursuant to the terms of the plan, Fox Chase Bancorp, Inc. will be offering its common stock for sale. We are reorganizing so that Fox Chase Bank will be structured in the form of ownership that we believe will best support the Bank’s future growth.

As part of the reorganization and in furtherance of the Bank’s long-standing commitment to its local community, the Bank intends to establish and fund through a contribution of cash and common stock a charitable foundation to be known as Fox Chase Bank Charitable Foundation. The foundation will be dedicated to the promotion of charitable causes within the communities in which the Bank operates.

It is necessary for the Bank to receive a majority of the outstanding votes in favor of the plan of reorganization and also in favor of the establishment of the foundation, so your vote is very important. Please return your proxy in the enclosed postage-paid envelope marked “PROXY RETURN.”

Your vote is very important. If you have more than one account, you may receive more than one proxy. Please vote today by returning all proxy cards received.

Your Board of Directors urges you to vote “FOR” the plan of reorganization and “FOR” establishment of the foundation and return your proxy today.

Effect on Deposits and Loans

Q. Will the reorganization affect any of my deposit accounts or loans?

A. No. The reorganization will have no effect on the balance or terms of any deposit account. Your deposits will continue to be federally insured to the fullest extent permissible. The terms, including interest rate, of your loans with us will also be unaffected by the reorganization.

About Voting

Q. Who is eligible to vote on the reorganization?

A. Depositors of Fox Chase Bank as of the close of business on              XX, 2006 (the “Voting Record Date”) and borrowers as of November 12, 1997 who continue to be borrowers on              XX, 2006.

Q. How do I vote?

A. You may vote by mailing your signed proxy card(s) in the postage-paid envelope marked “PROXY RETURN.” Should you choose to attend the Special Meeting of Members to be held on              XX, 2006, and decide to change your vote, you may do so by submitting a later-dated proxy.

Q. Am I required to vote?

A. No. Members are not required to vote. However, because the reorganization will produce a fundamental change in the Bank’s corporate structure, the Board of Directors encourages all members to vote.

Q. Why did I receive several proxies?

A. If you have more than one account you may have received more than one proxy, depending upon the ownership structure of your accounts. Please vote, sign, date and return ALL proxy cards that you received.

Q. Does my vote for the reorganization mean that I must buy common stock of Fox Chase Bancorp, Inc.?

A. No. Voting for the plan of reorganization and stock issuance does not obligate you to buy shares of common stock of Fox Chase Bancorp, Inc.

Q. Are two signatures required on the proxy card for a joint account?

A. No. Only one signature is required on a proxy card for a joint account.

Q. Who must sign proxies for trust or custodian accounts?

A. The trustee or custodian must sign proxies for such accounts, not the beneficiary.

Q. I am the executor (administrator) for a deceased depositor. Can I sign the proxy card?

A. Yes. Please indicate on the card the capacity in which you are signing.

About The Common Stock

Investment in common stock involves certain risks. For a discussion of these risks and other factors, investors are urged to read the accompanying prospectus.

Q. Who can purchase stock?

A. The common stock of Fox Chase Bancorp, Inc. will be offered in the subscription offering in the following order of priority:

1) Eligible Account Holders - depositors of Fox Chase Bank with accounts totaling $50 or more on December 31, 2004;

2) Fox Chase Bancorp, Inc.’s employee stock ownership plan;

3) Supplemental Eligible Account Holders - depositors of Fox Chase Bank with accounts totaling $50 or more on June 30, 2006; and

4) Other Members - depositors of Fox Chase Bank with accounts on              XX, 2006 and borrowers as of November 12, 1997 who continue to be borrowers on              XX, 2006.

Upon completion of the subscription offering, common stock that is not sold in the subscription offering, if any, will be offered first to certain members of the general public in a community offering, with a preference to residents in counties in which we maintain a banking office, and then, to the extent any shares remain, to the general public in a syndicated community offering and/or an underwritten public offering.

Q. Am I guaranteed to receive shares by placing an order?

A. No. It is possible that orders received during the offering period will exceed the number of shares being sold. Such an oversubscription would result in shares being allocated among subscribers starting with subscribers who are Eligible Account Holders. If the offering is oversubscribed in the subscription offering, no orders received in the community offering will be filled.

Q. Will any account I hold with the Bank be converted into stock?

A. No. All accounts remain as they were prior to the reorganization.

Q. How many shares of stock are being offered, and at what price?

A. Fox Chase Bancorp, Inc. is offering for sale a maximum of 5,561,596 shares of common stock at a subscription price of $10 per share. Under certain circumstances, Fox Chase Bancorp, Inc, may increase the maximum and sell up to 6,395,835 shares.

Q. How much stock can I purchase?

A. The minimum purchase is $250 (25 shares). As more fully discussed in the plan of reorganization and stock issuance and described in the prospectus, the maximum purchase by any person in the subscription or community offering is $150,000 (15,000 shares); no person by himself or herself, with an associate or group of persons acting in concert, may purchase more than $200,000 (20,000 shares) of common stock offered in the offering.

Q. How do I order stock?

A. You may subscribe for shares of common stock by completing and returning the stock order and certification form, together with your payment, either in person to any full service branch office of Fox Chase Bank or by mail in the postage-paid envelope marked “STOCK ORDER RETURN.” Stock order forms may not be delivered to a walk- up or drive- through window located at any of the Bank’s branch offices.

Q. How can I pay for my shares of stock?

A. You can pay for the common stock by check, cash, money order or withdrawal from your deposit account at Fox Chase Bank. Withdrawals from a deposit account or a certificate of deposit at the Bank to buy common stock may be made without penalty. If you choose to pay by cash, you must deliver the stock order and certification form and payment in person to any full service branch office of Fox Chase Bank and it will be converted to a bank check or money order. Please do not send cash in the mail.

Q. When is the deadline to subscribe for stock?

A. An executed stock order form with the required full payment must be physically received (not postmarked) by Fox Chase Bank no later than XX:00 p.m., Eastern time, on      day,              XX, 2006.

Q. Can I subscribe for shares using funds in my IRA at Fox Chase Bank?

A. Federal regulations do not permit the purchase of common stock with your existing IRA or other qualified plan at Fox Chase Bank. To use such funds to subscribe for common stock, you need to establish a “self directed” trust account with an unaffiliated trustee. Please call our conversion center if you require additional information. The transfer of such funds takes time, so please make arrangements as soon as possible.

Q. Can I subscribe for shares and add someone else who is not on my account to my stock registration?

A. No. Federal regulations prohibit the transfer of subscription rights. Adding the names of other persons who are not owners of your qualifying account(s) will result in the loss of your subscription rights.

Q. Can I subscribe for shares in my name alone if I have a joint account?

A. Yes.

Q. Will payments for common stock earn interest until the reorganization closes?

A. Yes. Any payment made in cash or by check or money order will earn interest at Fox Chase Bank’s passbook savings rate from the date of receipt to the completion or termination of the reorganization. Depositors who elect to pay for their common stock by a withdrawal authorization will receive interest at the contractual rate on the account until the completion or termination of the offering.

Q. Will dividends be paid on the stock?

A. Fox Chase Bancorp, Inc intends to adopt a policy of paying regular cash dividends, but it has not yet determined the amount that will be paid or when payments may begin.

Q. Will my stock be covered by deposit insurance?

A. No.

Q. Where will the stock be traded?

A. Upon completion of the reorganization our shares of common stock will trade on the Nasdaq Global Market under the symbol “FXCB.”

Q. Can I change my mind after I place an order to subscribe for stock?

A. No. After receipt, your order may not be modified or withdrawn.

About The Foundation

Q. What is the Fox Chase Bank Charitable Foundation and why is it being established?

A. In keeping with the Bank’s long standing commitment to its community, its plan of reorganization and stock issuance provides for the establishment and funding of charitable foundation to be known as Fox Chase Bank Charitable Foundation. The foundation will be dedicated to charitable causes within the communities in which Fox Chase Bank operates.

Additional Information

Q. What if I have additional questions or require more information?

A. Fox Chase Bancorp, Inc.’s proxy statement and prospectus accompany this brochure and describe the reorganization in detail. Please read the proxy statement and prospectus carefully before voting or subscribing for stock. If you have any questions after reading the enclosed material, you may call our conversion center at (XXX) XXX-XXXX, Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern time. Please note that the conversion center will be closed from 12:00 noon Friday, September 1 through 12:00 noon Tuesday September 5, in observance of the Labor Day holiday. Additional material may only be obtained from the conversion center.

To ensure that each purchaser in the subscription and community offering receives a prospectus at least 48 hours before the applicable expiration date, in accordance with Rule 15c2-8 of the Securities Exchange Act of 1934, as amended, no prospectus will be mailed any later than five days prior to such date or hand delivered any later than two days prior to such date.

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Fox Chase Bank, Fox Chase MHC, Fox Chase Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

[Fox Chase Bank]

Dear Member:

As a follow-up to our recent mailing, this is to remind you that your vote is very important.

The Board of Directors of Fox Chase Bank has voted unanimously in favor of a plan of reorganization and stock issuance whereby Fox Chase Bank will reorganize from a mutual savings bank into the mutual holding company structure. As a result of the reorganization, Fox Chase Bancorp, Inc. will become the federally chartered parent holding company of Fox Chase Bank, and Fox Chase Bancorp, Inc. will be a majority-owned subsidiary of Fox Chase MHC. We are reorganizing so that Fox Chase Bank will be structured in the form of ownership that we believe will best support the Bank’s future growth.

As part of the reorganization and in furtherance of the Bank’s long-standing commitment to its local community, the Bank intends to establish and fund through a contribution of cash and common stock a charitable foundation to be known as Fox Chase Bank Charitable Foundation. The foundation will be dedicated to the promotion of charitable causes within the communities in which the Bank operates.

To accomplish the reorganization and the establishment of the foundation, your participation is extremely important. On behalf of the Board, I ask that you help us meet our goal by casting your vote for the plan of reorganization and stock issuance and for establishment of the foundation and mailing your signed proxy card immediately in the enclosed postage-paid envelope marked “PROXY RETURN.” If you have an IRA or other Qualified Retirement Plan account for which Fox Chase Bank acts as trustee and we do not receive a proxy from you, Fox Chase Bank, as trustee for such account, intends to vote for the plan of reorganization and stock issuance and for the establishment of the foundation on your behalf. If you have more than one account, you may receive more than one proxy. Please vote by returning all proxy cards received.

If the plan of reorganization is approved:

• deposit accounts will continue to be federally insured to the same extent permitted by law;

• existing deposit accounts and loans will not undergo any change; and

• voting for approval will not obligate you to buy any shares of common stock.

If you have any questions after reading the enclosed material, please call our conversion center at (XXX) XXX-XXXX, Monday through Friday, between the hours of 10:00 a.m. and 4:00 p.m., Eastern time. Please note that the conversion center will be closed from 12:00 noon Friday, September 1 through 12:00 noon Tuesday, September 5, in observance of the Labor Day holiday.

Sincerely,

Thomas M. Petro

President and Chief Executive Officer

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Fox Chase Bank, Fox Chase MHC, Fox Chase Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

PROXY REQUEST

Logo

WE NEED YOUR VOTE

Dear Member of Fox Chase Bank:

Your vote on our plan of reorganization and stock issuance and the establishment of the foundation has not yet been received. Your vote is very important to us. Please vote and mail the enclosed proxy today. If you have more than one account, you may receive more than one proxy. Please complete and mail all proxies you receive.

Remember: Voting does not obligate you to buy stock. The Board of Directors has approved the plan of reorganization and stock issuance and the establishment of the foundation and urges you to vote for both proposals Your deposit accounts or loans with Fox Chase Bank will not be affected in any way. Deposit accounts will continue to be federally insured to the legal maximum.

A postage-paid envelope is enclosed with the proxy card. If you have any questions, please call our conversion center at (XXX) XXX-XXXX.

Sincerely,

Thomas M. Petro

President and Chief Executive Officer

If you have more than one account, you may receive more than one proxy.

Please vote today by returning all proxy cards received.

Read This First

Office of Thrift Supervision Guidance for Accountholders

Your financial institution is in the process of selling stock to the public, in either a mutual-to-stock conversion or a stock issuance by a subsidiary of a mutual holding company. As an accountholder at this institution, you have certain priority subscription rights to purchase stock in the offering. These priority subscription rights are non-transferable. If you subscribe for stock, you will be asked to sign a statement that the purchase is for your own account, and that you have no agreement or understanding regarding the subsequent sale or transfer of any shares you receive.

On occasion, unscrupulous people attempt to persuade accountholders to transfer subscription rights, or to purchase shares in the offering based on the understanding that the shares will subsequently be transferred to others. Such arrangements violate federal regulations. If you participate in these schemes, you are breaking the law and may be subject to prosecution. If someone attempts to persuade you to participate in such a scheme, please contact the Office of Thrift Supervision (OTS) at (202) 906-6202. The OTS is very interested in ensuring that the prohibitions on transfer of subscription rights are not violated.

How will you know if you are being approached illegally? Typically, a fraudulent opportunist will approach you and offer to “loan” you money to purchase a significant amount of stock in the offering. In exchange for that “loan” you most likely will be asked either to transfer control of any stock purchased with that money to an account the other person controls, or sell the stock and give the majority of the profits to the other person. You may be told, untruthfully, that there is no risk to you, that the practice is common, and even if you are caught, that your legal expenses will be covered.

Below is a list of some key concepts that you should keep in mind when considering whether to participate in a mutual-to-stock conversion or stock issuance by a mutual holding company subsidiary. If you have questions, please contact the conversion center listed elsewhere in the literature you are receiving. Alternatively, you can contact us at: ombudsman@ots.treas.gov.

What Investors Need to Know

Key concepts for investors to bear in mind when considering whether to participate in a conversion offering, or a stock offering by a subsidiary of a mutual holding company, include the following:

• Know the Rules — By law, accountholders cannot sell or transfer their priority subscription rights, or the stock itself, prior to the completion of a financial institution’s conversion. Moreover, accountholders cannot enter into agreements or arrangements to sell or transfer either their subscription rights or the underlying conversion stock.

• “Neither a Borrower nor a Lender Be” — If someone offers to lend you money so that you can participate — or participate more fully — in a conversion, be extremely wary. Be even more wary if the source of the money is someone you do not know. The loan agreement may make you unable to certify truthfully that you are the true holder of the subscription rights and the true purchaser of the stock and that you have no agreements regarding the sale or transfer of the stock.

• Watch Out for Opportunists — The opportunist may tell you that he or she is a lawyer — or a consultant or a professional investor or some similarly impressive tale — who has experience with similar mutual conversion transactions. The opportunist may go to extreme lengths to assure you that the arrangement you are entering into is legitimate. They might tell you that they have done scores of these transactions and that this is simply how they work. Or they might downplay the warnings or restrictions in the prospectus or order form, telling you that “everyone” enters into such agreements or that the deal they are offering is legitimate. They may also tell you that you have no risk in the transaction. The cold, hard truth is that these are lies, and if you participate, you are breaking the law.

• Get the Facts from the Source — If you have any questions about the securities offering, ask the savings bank or savings association for more information. If you have any doubts about a transaction proposed to you by someone else, ask the financial institution whether the proposed arrangement is proper. You may be able to find helpful resources on the institution’s website or by visiting a branch office.

The bottom line for investors is always to remember that if an opportunity sounds too good to be true, it probably is too good to be true.

Fox Chase Bank

LOGO

Please Support Us

Vote Your Proxy Card Today

If you have more than one account, you may have received more than one proxy depending upon the ownership structure of your accounts. Please vote, sign and return all proxy cards that you received.

[Fox Chase Bancorp, Inc.]

                    , 2006

Dear                         :

The Board of Directors of Fox Chase Bank has voted unanimously in favor of a plan of reorganization and stock issuance whereby Fox Chase Bank will reorganize from a mutual savings bank into the mutual holding company structure. As a result of the reorganization, Fox Chase Bancorp, Inc. will become the federally chartered parent holding company of Fox Chase Bank, and Fox Chase Bancorp, Inc. will be a majority-owned subsidiary of Fox Chase MHC. We are reorganizing so that Fox Chase Bank will be structured in the form of ownership that we believe will best support the Bank’s future growth.

To learn more about the stock offering you are cordially invited to join members of our senior management team at a community meeting to be held on      at         :00    .    .

A member of our staff will be calling to confirm your interest in attending the meeting.

If you would like additional information regarding the meeting or our reorganization, please call our conversion center at (XXX) XXX-XXXX, Monday through Friday between the hours of 10:00 a.m. to 4:00 p.m., Eastern time. Please note that the conversion center will be closed from 12:00 noon Friday, September 1 through 12:00 noon Tuesday, September 5, in observance of the Labor Day holiday.

Sincerely,

Thomas M. Petro

President and Chief Executive Officer

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Fox Chase Bank, Fox Chase MHC, Fox Chase Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

(Printed by Conversion Center)

[Fox Chase Bancorp, Inc.]

                    , 2006

Dear Subscriber:

We hereby acknowledge receipt of your order for shares of Fox Chase Bancorp, Inc. common stock.

At this time, we cannot confirm the number of shares of Fox Chase Bancorp, Inc. common stock that will be issued to you. Following completion of the stock offering, shares will be allocated in accordance with the plan of reorganization and stock issuance.

If you have any questions, please call our conversion center at (XXX) XXX-XXXX.

Fox Chase Bancorp, Inc.

Conversion Center

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Fox Chase Bank, Fox Chase MHC, Fox Chase Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

(Printed by Conversion Center)

[Fox Chase Bancorp, Inc.]

                    , 2006

Dear Shareholder:

Our subscription offering has been completed and we are pleased to confirm your subscription for              shares at a price of $10.00 per share. If your subscription was paid for by check, interest and any refund due to you will be mailed promptly.

The closing of the transaction occurred on                  , 2006; this is your stock purchase date. Trading is expected to commence on the Nasdaq Global Market under the symbol “FXCB.”

Thank you for your interest in Fox Chase Bancorp, Inc. Your stock certificate will be mailed to you shortly.

Fox Chase Bancorp, Inc.

Conversion Center

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Fox Chase Bank, Fox Chase MHC, Fox Chase Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

(Printed by Conversion Center)

[Fox Chase Bancorp, Inc.]

                    , 2006

Dear Interested Investor:

We recently completed our subscription offering. Unfortunately, due to the response from our Eligible Account Holders, stock was not available for our Supplemental Eligible Account Holders, Other Members or community friends. If your subscription was paid for by check, a refund of any balance due to you with interest will be mailed promptly.

We appreciate your interest in Fox Chase Bancorp, Inc. and hope you become an owner of our stock in the future. The stock is expected to trade on the Nasdaq Global Market under the symbol “FXCB.”

Fox Chase Bancorp, Inc.

Conversion Center

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Fox Chase Bank, Fox Chase MHC, Fox Chase Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

(Printed by Conversion Center)

[Fox Chase Bancorp, Inc.]

                    , 2006

Welcome Shareholder:

We are pleased to enclose your stock certificate representing your shares of common stock of Fox Chase Bancorp, Inc. Please examine your stock certificate to be certain that it is properly registered. If you have any questions about your certificate, you should contact the Transfer Agent immediately at the following address:

xxxxxxxxx

Investor Relations Department

xx xxxxxxxx xxxxx

xxxxxxxx, xxx xxxxxx xxxxx-xxxx

1 (800) xxx-xxxx

email: xxxx@xxxx.com

Please remember that your certificate is a negotiable security that should be stored in a secure place, such as a safe deposit box, or be deposited with your stockbroker.

On behalf of the Board of Directors, officers and employees of Fox Chase Bancorp, Inc., I thank you for supporting our offering.

Sincerely,

Thomas M. Petro

President and Chief Executive Officer

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Fox Chase Bank, Fox Chase MHC, Fox Chase Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

(Printed by Conversion Center)

[Fox Chase Bancorp, Inc.]

                    , 2006

Dear Interested Subscriber:

We regret to inform you that Fox Chase Bank, Fox Chase MHC and Fox Chase Bancorp, Inc., the holding company for Fox Chase Bank, did not accept your order for shares of Fox Chase Bancorp, Inc. common stock in its community offering. This action is in accordance with our plan of reorganization and stock issuance, which gives Fox Chase Bank, Fox Chase MHC and Fox Chase Bancorp, Inc. the absolute right to reject the order of any person, in whole or in part, in the community offering.

If your subscription was paid for by check, enclosed is your original check.

Fox Chase Bancorp, Inc.

Conversion Center

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Fox Chase Bank, Fox Chase MHC, Fox Chase Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

(Printed by Conversion Center)

[Sandler O’Neill & Partners, L. P.]

                    , 2006

To Our Friends:

We are enclosing material in connection with the stock offering by Fox Chase Bancorp, Inc., the holding company for Fox Chase Bank. Fox Chase Bancorp, Inc. is raising capital to support Fox Chase Bank’s future growth.

Sandler O’Neill & Partners, L.P. is acting as financial advisor in connection with the subscription offering, which will conclude at 4:00 p.m., Eastern time, on              XX, 2006. In the event that all the stock is not sold in the subscription and community offering, Sandler O’Neill may form and manage a syndicated community offering to sell the remaining stock.

Members of the general public, other than residents of             , are eligible to participate. If you have any questions about this transaction, please do not hesitate to call.

Sandler O’Neill & Partners, L.P.

The shares of common stock being offered are not savings accounts or deposits and are not insured or guaranteed by Fox Chase Bank, Fox Chase MHC, Fox Chase Bancorp, Inc., the Federal Deposit Insurance Corporation or any other government agency.

This is not an offer to sell or a solicitation of an offer to buy common stock. The offer is made only by the prospectus.

(Printed by Sandler O’Neill)

EX-99.3

Fox Chase Bancorp, Inc. [logo] Subscription & Community Offering Stock Order Form

Fox Chase Bank Conversion Center 401 Rhawn Street Philadelphia, PA 19111 (XXX) XXX-XXXX Expiration Date for Stock Order Forms:         , 2006 4:00 p.m., Eastern time (received not postmarked)

IMPORTANT: A properly completed original stock order form must be used to subscribe for common stock. Copies of this form are not required to be accepted. Please read the Stock Ownership Guide and Stock Order Form Instructions as you complete this form.

(1) Number of Shares (2) Total Payment Due Minimum number of shares: 25 shares ($250.00) Maximum number of shares: 15,000 shares ($150,000.00) Maximum number of shares for associates or group: 20,000 shares ($200,000.00) See Instructions.

                                                       Subscription Price X 10.00 = $                                                                      

(3) Employee/Officer/Director Information

`   Check here if you are an employee, officer or trustee of Fox Chase Bank or member of such person’s immediate family living in the same household.

(4) Method of Payment by Check

Enclosed is a check, bank draft or money order payable to Fox Chase Bancorp, Inc.

in the amount indicated in this box. Total Check Amount $                                     •        

(5) Method of Payment by Withdrawal —The undersigned authorizes withdrawal from the following account(s) at Fox Chase Bank. There is no early withdrawal penalty for this form of payment. Individual Retirement Accounts and Keogh Accounts maintained at Fox Chase Bank cannot be used unless special transfer arrangements are made.

Bank Use Account Number(s) To Withdraw                                                           $ Withdrawal Amount                                  $ •         $ •         (6) Purchaser Information       Subscription Offering—Check here and list account(s) below if you had: ` a. A deposit account(s) totaling $50.00 or more on December 31, 2004. ` b. A deposit account(s) totaling $50.00 or more on June 30, 2006 but are not an Eligible Account Holder. ` c. A deposit account(s) on              XX, 2006 or a loan outstanding as of November 12, 1997 that continued to be outstanding as of              XX, 2006 but are not an Eligible Account Holder or Supplemental Eligible Account. Community Offering – Check here if you are: ` d. A community member (Indicate county of residence in #9 below). PLEASE NOTE: FAILURE TO LIST ALL YOUR ACCOUNTS MAY RESULT IN THE LOSS OF PART OR ALL OF YOUR SUBSCRIPTION RIGHTS. SEE REVERSE SIDE FOR ADDITIONAL SPACE. Bank Use         Account Number(s)                     Account Title (Name(s) on Account) (7) Form of Stock Ownership & SS# or Tax ID#: ` Individual    ` Joint Tenants ` Tenants in Common        ` Fiduciary (i.e., trust, estate) SS#/Tax ID# è ` Uniform Transfers to Minors Act     (Indicate SS# of Minor only) ` Company/Corporation/   ` IRA or other qualified plan Partnership                     (Both Tax ID# & SS# for IRAs) SS#/Tax ID# è (8) Stock Registration & Address: Name and address to appear on stock certificate. Adding the names of other persons who are not owners of your qualifying account(s) will result in the loss of your subscription rights.

Name: Name Continued:             Mail to- Street: City: State:                                               Zip Code:     (9) Telephone Daytime/Evening (            )                    – – (            )        – – County of Residence                                               (10) ` NASD Affiliation - Check here if you are a member of the National Association of Securities Dealers, Inc. (“NASD”), a person affiliated, or associated, with a NASD member, (continued on reverse side) (11) ` Associates/Acting in Concert – Check here and complete the reverse side of this form if you or any associates or persons acting in concert with you have submitted other orders for shares. (12) Acknowledgement – To be effective, this stock order form must be properly completed and physically received (not postmarked) by Fox Chase Bank no later than 4:00 p.m., Eastern time, on XX, 2006, unless extended; otherwise this stock order form and all subscription rights will be void. The undersigned agrees that after receipt by Fox Chase Bank, this stock order form may not be modified, withdrawn or canceled without Fox Chase Bank’s consent and if authorization to withdraw from deposit accounts at Fox Chase Bank has been given as payment for shares, the amount authorized for withdrawal shall not otherwise be available for withdrawal by the undersigned. Under penalty of perjury, I hereby certify that the Social Security or Tax ID Number and the information provided on this stock order form are true, correct and complete and that I am not subject to back-up withholding. It is understood that this stock order form will be accepted in accordance with, and subject to, the terms and conditions of the plan of reorganization and stock issuance of Fox Chase Bancorp, Inc. described in the accompanying prospectus. The undersigned hereby acknowledges receipt of the prospectus at least 48 hours prior to execution and delivery of this stock order form to Fox Chase Bank.

Federal regulations prohibit any person from transferring, or entering into any agreement, directly or indirectly, to transfer the legal or beneficial Bank Use ownership of subscription rights or the underlying securities to the account of another. Fox Chase Bank, Fox Chase MHC and Fox Chase Bancorp, Inc. will pursue any and all legal and equitable remedies in the event they become aware of the transfer of subscription rights and will not honor orders known by them to involve such transfer. Under penalty of perjury, I certify that I am purchasing shares solely for my account and that there is no agreement or understanding regarding the sale or transfer of such shares, or my right to subscribe for shares.      Signature                                                                      Date è Signature                                                                      Date è

SIGNATURE REQUIRED ON REVERSE SIDE ALSO

Item (6) Purchaser Account Information continued:
Bank Use	Account Number(s)	Account Title (Name(s) on Account)

Item (10) NASD continued:

a member of the immediate family of any such person to whose support such person contributes, directly or indirectly, or the holder of an account in which a NASD member or person associated with a NASD member has a beneficial interest. You agree, if you have checked the NASD Affiliation box, to report this subscription in writing to the applicable NASD member within one day of payment therefor.

Item (11) Associates/Acting In Concert continued: If you checked the box in item #11 on the reverse side of this form, list below all other orders submitted by you or associates (as defined below) or by persons acting in concert with you (also defined below).
Name(s) listed on other stock order forms	Number of shares ordered
Associate - The term “associate” of a particular person means: (1) any corporation or organization, other than Fox Chase MHC, Fox Chase Bancorp, Inc. or Fox Chase Bank or any of their majority-owned subsidiaries, of which a person is a senior officer or partner, or beneficially owns, directly or indirectly, 10% or more of any class of equity securities of the corporation or organization; (2) any trust or other estate, if the person has a substantial beneficial interest in the trust or estate or is a trustee or fiduciary of the estate. For purposes of OTS regulations, a person who has a substantial beneficial interest in a qualified or non-qualified employee benefit plan, or who is a trustee or fiduciary of the plan is not an associate of the plan, and a qualified employee benefit plan is not an associate of a person; and (3) any person who is related by blood or marriage to such person and who either has the same home as a person or who is a director or senior officer of Fox Chase MHC, Fox Chase Bancorp, Inc. or Fox Chase Bank or any of their subsidiaries. Acting in concert – The term “acting in concert” means: (1) knowing participation in a joint activity or interdependent conscious parallel action towards a common goal whether or not pursuant to an express agreement or understanding; or (2) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise. In general, a person who acts in concert with another party will also be deemed to be acting in concert with any person who is also acting in concert with that other party. We may presume that certain persons are acting in concert based upon various facts, among other things, joint account relationships and the fact that persons may have filed joint Schedules 13D or 13G with the Securities and Exchange Commission with respect to other companies.
YOU MUST SIGN THE FOLLOWING CERTIFICATION IN ORDER TO PURCHASE STOCK
CERTIFICATION FORM I ACKNOWLEDGE THAT THIS SECURITY IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, AND IS NOT INSURED OR GUARANTEED BY FOX CHASE MHC, FOX CHASE BANCORP, INC., FOX CHASE BANK, THE FEDERAL GOVERNMENT OR BY ANY GOVERNMENT AGENCY. THE ENTIRE AMOUNT OF AN INVESTOR’S PRINCIPAL IS SUBJECT TO LOSS. If anyone asserts that this security is federally insured or guaranteed, or is as safe as an insured deposit, I should call the Office of Thrift Supervision, Robert Albanese, Regional Director of the Northeast Regional Office at (201) 413-1000. I further certify that, before purchasing the common stock, par value $0.01 per share, of Fox Chase Bancorp, Inc. (the “Company”), the holding company for Fox Chase Bank, I received a prospectus of the Company dated             , 2006 relating to such offer of common stock. The prospectus that I received contains disclosure concerning the nature of the common stock being offered by the Company and describes in the “Risk Factors” section beginning on page     , the risks involved in the investment in this common stock, including but not limited to the following: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. (By Executing this Certification Form the Investor is Not Waiving Any Rights Under the Federal Securities Laws, Including the Securities Act of 1933 and the Securities Exchange Act of 1934)

Signature                                                                                                       Date	Signature                                                                                               Date
è	è
Print Name	Print Name

THIS CERTIFICATION MUST BE SIGNED IN ORDER TO PURCHASE STOCK

EX-99.4

Exhibit 99.4

GIFT INSTRUMENT

CHARITABLE GIFT TO

FOX CHASE BANK CHARITABLE FOUNDATION

Fox Chase Bancorp, Inc. (the “Company”), desires to make a gift of its common stock and cash to Fox Chase Bank Charitable Foundation (the “Foundation”), a nonprofit corporation organized under the laws of the State of Delaware. The purpose of the donation is to establish a bond between the Company and the communities in which it and its affiliates operate and to enable the community to share in the potential growth and success of the Company and its affiliates over the long term. To that end, the Company now gives, transfers, and delivers to the Foundation 135,000 shares of its common stock and $150,000 in cash, subject to the following conditions:

1. The Foundation’s primary purpose is to serve and make grants in the Company’s local community in accordance with the provisions of the Foundation’s Certificate of Incorporation.

2. Consistent with the Company’s intent to form a long-term bond between the Company and the community, the amount of common stock that may be sold by the Foundation in any one year shall not exceed 5% of the market value of the assets held by the Foundation, except that this restriction shall not prohibit the board of directors of the Foundation from selling a greater amount of common stock in any one year if the board of directors of the Foundation determines that the failure to sell a greater amount of the common stock held by the Foundation would: (a) result in a long-term reduction of the value of the Foundation’s assets relative to their then current value that would jeopardize the Foundation’s capacity to carry out its charitable purposes; or (b) otherwise jeopardize the Foundation’s tax-exempt status.

3. As long as the Foundation controls shares of Company common stock, it must vote those shares in the same ratio as all other shares voted on each proposal considered by the stockholders of the Company.

4. For at least five years after the organization of the Foundation: (a) one seat on the Foundation’s board of directors shall be reserved for an independent director from the Company’s local community who is not an officer, director or employee of the Company, Fox Chase MHC (the “MHC”), Fox Chase Bank (the “Bank”), or any affiliate thereof and who has experience with local community charitable organizations and grant making; and (b) one seat on the Foundation’s board of directors shall be reserved for a director from the board of directors of the Company, the MHC or the Bank or the board of directors of an acquiror or resulting institution in the event of a merger or acquisition of the Company, the MHC or the Bank.

5. The Foundation shall comply with the following regulatory requirements imposed by the Office of Thrift Supervision (“OTS”):

(a) the OTS may examine the Foundation at the Foundation’s expense;

(b) the Foundation must comply with all supervisory directives that the OTS imposes;

(c) the Foundation must annually provide to the OTS a copy of the annual report that is submitted to the Internal Revenue Service;

(d) the Foundation must operate according to written policies adopted by its board of directors, including a conflict of interest policy; and

(e) the Foundation may not engage in self-dealing, and must comply with all laws necessary to maintain its tax exempt status under the Internal Revenue Code.

Dated:                         , 2006	FOX CHASE BANCORP, INC.
	By:

Agreed and Accepted

FOX CHASE BANK CHARITABLE FOUNDATION

By:

CORRESP

July 5, 2006

[LETTERHEAD OF MULDOON MURPHY & AGUGGIA LLP]

VIA EDGAR AND COURIER

Mr. Christian N. Windsor

Special Counsel

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Mail Stop 0408

Washington, DC 20549

Re:	Fox Chase Bancorp, Inc.
	Form S-1
	File No. 333-134160
	Filed May 16, 2006

Dear Mr. Windsor:

On behalf of Fox Chase Bancorp, Inc. (“Fox Chase” or the “Company”), enclosed for filing is Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 (the “Amended Registration Statement), including exhibits, marked pursuant to Rule 472 under the Securities Exchange Act of 1933, as amended, to indicate changes from the Registration Statement on Form S-1 filed on May 16, 2006 (the “Registration Statement”).

The Amended Registration Statement is filed in response to the staff’s comment letter issued on June 19, 2006. To aid in your review, we have repeated the staff’s comments followed by the Company’s responses and indicated where the documents has been revised in response to such comments. The prospectus also reflects revised disclosure in response to comments received from the Office of Thrift Supervision (“OTS”) on the Company’s Application for Approval of a Minority Stock Issuance by a Savings Association Subsidiary of a Mutual Holding Company on Form MHC-2. A copy of the OTS response letter, which includes all OTS comments and the Company’s responses, has been included with this filing.

Cover Page of Prospectus

1. Please revise this page as follows:

• disclose, in the first paragraph, the percentage of shares being issued to the foundation;

• revise the bullet points to disclose the four groups being given priorities and the order of priority; and

Mr. Christian N. Windsor

U.S. Securities and Exchange Commission

July 5, 2006

Page 2

• revise the third paragraph to disclose that the percentage of stock being offered will remain constant because as you increase the number of shares being offered you will also be increasing the number of shares to Fox Chase MHC and the charitable foundation.

Response to Comment No. 1

The requested disclosure has been added to the cover page of the prospectus.

Summary, Page 1

2. Revise the description of Fox Chase MHC to briefly explain which borrowers are members.

Response to Comment No. 2

The requested disclosure has been added to page 1 of the prospectus.

3. Please add a section summarizing the rights of stockholders of Fox Chase Bancorp. Furthermore, the sections should specify the extent to which the members of Fox Chase MHC or the shareholders of Fox Chase Bancorp will determine the identities of the members of the board of either Fox Chase MHC or Fox Chase Bancorp and other major corporate actions.

Response to Comment No. 3

The requested disclosure has been added beginning on page 4 of the prospectus.

Cease and Desist Order, Page 2

4. Revise this section to provide more detail including, but not limited to, the following:

• disclose that OTS has designated you as a “troubled institution” and summarize reason for and the significance of such designation;

• provide a brief overview of the nature and extent of the problems identified by OTS;

• revise to identify all violations noted by the OTS in their Cease and Desist Order of June 5, 2005, if you have described all violations, please clarify this; and

• a brief description, using bullet points, of the major remedies undertaken to address the violations noted by the OTS, if you have described all material actions, please clarify.

Make similar changes to the section beginning on page 56.

Mr. Christian N. Windsor

U.S. Securities and Exchange Commission

July 5, 2006

Page 3

Response to Comment No. 4

Disclosure has been added beginning on page 2 of the prospectus in response to this comment. As discussed with the Staff, the Staff is supplementally advised, that effective as of June 28, 2006, the Order to Cease and Desist had been terminated by the Office of Thrift Supervision. As Fox Chase is in full compliance with the Order, there is no continuing need to adhere to the directives of the Order. Thus, the disclosure that formerly appeared on page 56 of the prospectus stating that adhering to the directives of the Cease and Desist Order was a key part of Fox Chase’s operating strategy has been deleted.

Description of the Reorganization, Page 3

5. Please revise your statement that members “will have similar voting rights” after the reorganization to explain how those rights will be more limited after the reorganization.

Response to Comment No. 5

The Staff is supplementally advised that the sentence containing the statement that members “will have similar voting rights” after the reorganization has been deleted as the voting rights of the members and stockholders of Fox Chase MHC, the Company and Fox Chase Bank are more clearly defined in the new section that has been added beginning on page 4 of the prospectus in response to Comment No. 3 above.

Number of Shares to be Sold, Page 4

6. Please disclose the percentage of shares being offered at each of the three levels and disclose how the number of shares to Fox Chase MHC will be adjusted at each of the three levels. Also, please clarify whether the amount provided to the charitable foundation will change with the size of the offering.

Response to Comment No. 6

The requested disclosure has been added to page 5 of the prospectus.

How We Determined the Offering Range, Page 4

7. Please revise the first two paragraphs of this section as follows:

• disclose, in the bullet points on pages 4 and 5, whether or not FinPro considered the cease and desist order;

• define the characteristics that FinPro used to determine that a publicly traded savings association or savings association holding company was “similarly situated”;

• revise the first bullet point on page 4 to disclose whether investors can view the projections provided to FinPro; and

• revise the table on the top of page 5 to include the number of shares at the maximum as adjusted.

Mr. Christian N. Windsor

U.S. Securities and Exchange Commission

July 5, 2006

Page 4

Response to Comment No. 7

The requested disclosure has been added to pages 6 and 7 of the prospectus.

8. Please revise the fourth and fifth paragraphs of this section as follows:

• provide detail as to the composition of the peer group including the number of companies and the characteristics on which they were deemed “comparable”;

• explain why FinPro presented results on a “fully converted” basis; and

• revise the table on the bottom of page 5 to include data for you and other companies as of the same date (not March 31 for you and May 2 for others).

Response to Comment No. 8

Disclosure has been added to pages 6 and 7 of the prospectus in response to this comment..

The Staff is supplementally advised that, as required by the rules and regulations of the Office of Thrift Supervision, the peer group data has been prepared using: (1) core earnings for the trailing twelve months; (2) tangible book value as of the most recent publicly available information; and (3) shares prices within ten days of the filing of the regulatory applications. The ratios for Fox Chase were also based on core earnings for the trailing twelve months and the most recent available information regarding tangible book value (i.e. March 31, 2006.). However, since Fox Chase is not yet publicly traded, FinPro used $10.00 per share, the amount that the shares are being offered for sale instead of using a recent share price. Additional disclosure regarding how the ratios were calculated appears on pages 7 and 8 of the prospectus.

Possible Change in Offering Range, Page 6

9. Please revise this section as follows:

• change the caption to include the possible termination of the offering;

• briefly explain how “regulatory considerations” could affect the “market value”; and

• explain what “other actions” you would be permitted to take.

Response to Comment No. 9

The requested disclosure has been added to page 8 of the prospectus.

After-Market Performance of “First Step” Mutual Holding Company Offerings, Page 7

10. Please revise this section to provide a definition for the term “first step mutual holding company offerings.” That should allow investor to better understand the information presented.

Mr. Christian N. Windsor

U.S. Securities and Exchange Commission

July 5, 2006

Page 5

Response to Comment No. 10

The requested disclosure has been added to page 9 of the prospectus.

Reasons for the Reorganization, Page 8

11. Please explain more clearly your reasons for choosing to offer less than 100 percent of your stock to the public and explain why you would want to “control the amount of capital being raised.”

Response to Comment No. 11

The requested disclosure has been added to page 11 of the prospectus.

Risk Factors Related to our Business, Page 18

12. Please address various risks associated with the many violations of law and other problems, including those related to your failure to observe various standards and limits, file accurate reports and maintain adequate internal controls, found by OTS in its 2005 Cease and Desist Order.

Response to Comment No. 12

As discussed with the Staff, the Staff is supplementally advised that, effective as of June 28, 2006, the Order to Cease and Desist had been terminated by the Office of Thrift Supervision. As Fox Chase is in full compliance with the Order, there is no further risk to the institution of further regulatory action for a failure to comply with the Order. Thus, the disclosure that formerly appeared on page 19 of the prospectus stating that if we failed to comply with the Order, it may result in further enforcement actions, has been deleted.

Use of Proceeds, Page 29

13. Revised your disclosure regarding the manner in which Fox Chase Bancorp intends to use the funds to discuss how Fox Chase Bank will use funds provided to it by the holding company. In particular, we note that:

• in your discussion on page 2 that is required by the 2005 OTS Cease and Desist Order, you have developed a three year business plan; and

• in your discussion on page 9 that you have plans to open five new offices over the next two years.

Response to Comment No. 13

Disclosure has been added on pages 32 and 33 of the prospectus regarding the intended use of proceeds. The Staff is supplementally advised that such disclosure is consistent with the three-year business plan. The Staff is also supplementally advised, that as disclosed on page 11 of the prospectus, the branch expansion that has begun and is expected to continue is expected to be funded by cash

Mr. Christian N. Windsor

U.S. Securities and Exchange Commission

July 5, 2006

Page 6

generated through business operations. Fox Chase does not intend to borrow funds to finance the expansion nor is funding for the expansion contingent on the offering.

Management’s Discussion and Analysis, Page 52

General

14. Please revise your Industry Guide 3 disclosures to present the information as of the three most recent fiscal years, with the exception of Items III and IV. Additionally, present updates of the disclosures as of the interim period if material changes have occurred.

Response to Comment No. 14

Tabular disclosure has been added on pages 63 through 65 of the prospectus in response to this comment.

Overview, Page 52

15. Please revise the MD&A section to comply with Instruction 3 to Item 303(a) which provides that “the discussion and analysis shall focus specifically on material events and uncertainties known to management that would cause reported financial information not to be necessarily indicative of future operating results or of future financial condition.” In particular, we note that you discuss your declining loan portfolio and changes within that portfolio. Please expand the discussion to include management’s analysis of how the three year business plan that Fox Chase developed in response to the OTS Cease and Desist Order. . .

Response to Comment No. 15

The requested change has been made beginning on page 58 of the prospectus.

Adhering to the Directives of the Cease and Desist Order, Page 56

16. Please revise this section to provide detailed analysis of the problems that led the Office of Thrift Supervision to issue the cease and desist order, the impact of the problems on you, what you have done to address these problems, and how these responses have affected you. In addition, please analyze how you have been and are affected by the OTS designation of you as a “troubled institution.”

Response to Comment No. 16

As discussed with the Staff, the Staff is supplementally advised, that effective as of June 28, 2006, the Order to Cease and Desist had been terminated by the Office of Thrift Supervision. As Fox Chase is in full compliance with the Order, there is no continuing need to adhere to the Order. Thus, the disclosure that formerly appeared on page 56 of the prospectus stating that adhering to the directives of the Cease and Desist Order was a key part of Fox Chase’s operating strategy has been deleted.

Mr. Christian N. Windsor

U.S. Securities and Exchange Commission

July 5, 2006

Page 7

Increasing income by expanding our product offerings . . . Page 47

17. Please delete your claim that you offer “exceptional” customer service or provide us with objective evidence to support this claim.

Response to Comment No. 17

The reference to exceptional customer service has been deleted on page 60 of the prospectus.

Expanding our footprint and market presence . . . Page 58

18. Revise this section or another appropriate section of the Management’s Discussion and Analysis to discuss the projected costs, capital requirements and time to profitability for your branch expansion program.

Response to Comment No. 18

The requested disclosure has been added beginning on pages 22 and 60 of the prospectus.

Loan Maturity, Page 65

19. The totals in the table presenting your fixed rate and variable rate loans by loan type do not reconcile to the detail of your loan portfolio provided on page 64. Please revise or include a footnote disclosure reconciling the balances for each type of loan.

Response to Comment No. 19

The table on page 63 of the prospectus has been revised so that the amounts contained therein reconcile to the loan portfolio table on page 62 of the prospectus.

Results of Operations

Provision for Loan Losses, Page 76

20. Please expand your disclosure to discuss the facts and circumstances surrounding the substantial provision required by the Office of Thrift Supervision in 2004, and discuss what changed between 2004 and 2005 that supported the credit to the provision for loan losses.

Response to Comment No. 20

The requested disclosure has been expanded on pages 74 and 75 of the prospectus.

Analysis and Determination of the Allowance for Loan Losses, Page 82

21. Please revise your tabular disclosure on page 84 to reflect the same loan categories presented on page 64. Refer to Instruction 1 of Item IV.B of Industry Guide 3.

Mr. Christian N. Windsor

U.S. Securities and Exchange Commission

July 5, 2006

Page 8

Response to Comment No. 21

The table on page 82 of the prospectus has been revised to reflect the loan categories presented on page 62 of the prospectus.

Our Management, Page 85

22. Please include an introduction in which you discuss the extent to which your directors and officers have been replaced as a result of the OTS Cease and Desist Order.

Response to Comment No. 22

The requested disclosure has been added to page 89 of the prospectus.

Impact of Recent Accounting Pronouncements, Page 89

23. In your disclosure, you indicate that the impact of SFAS 123(R) has not been calculated since the equity incentive plan has not yet been adopted. However, you have estimated the value of the options for your pro forma disclosures on page 41. Please revise to disclose your estimate of the financial statement impact based on those assumptions, or revise to disclose, both here and in the pro forma disclosures, why you do not believe the assumed value of the options used in the pro forma disclosures is a reasonable estimate of future expenses.

Response to Comment No. 23

The requested disclosure has been added on page 87 of the prospectus.

Order to Cease and Desist, Page 98

24. Please revise this section as follows:

• provide detail, on pages 98 and 99, regarding the violation and improper practices found by OTS; and

• disclose, on page 99, all actions required by OTS rather than some of them.

Response to Comment No. 24

The requested disclosure has been added on pages 101 through 103 of the prospectus.

Summary Compensation Table, Page 91

25. Please disclose the extent to which compensation for 2006 will be materially different from that for 2005.

Mr. Christian N. Windsor

U.S. Securities and Exchange Commission

July 5, 2006

Page 9

Response to Comment No. 25

The requested disclosure has been added to page 94 of the prospectus.

How We Determined the Offering Range and the $10.00 Purchase Price, Page 123

26. Please provide more detail, including but not limited to, addressing the comments above and the following:

• revise to identify the companies that compose the peer group;

• provide more detail regarding the selection and characteristics of the peer group, including how long they have been public, their geographic locations, the extent to which their stock is publicly traded and the extent to which is owned by depositors, borrowers and management; and

• provide analysis of the table on page 124 including the extent to which it supports or does not support the appraisal.

Response to Comment No. 26

The requested disclosure has been added on pages 127 through 129 of the prospectus. The Staff is supplementally advised, however, that the table providing more detail regarding the characteristics of the peer group does not include the extent to which each entity is owned by depositors, borrowers and management. As disclosed in the prospectus, the ratios for the peer companies were considered on a fully converted basis. The term fully converted means that FinPro assumed that 100.0% of each of the peer company’s common stock had been sold to the public. Presenting the ratios on a fully converted basis and, thus, assuming that 100% of each institution’s common stock had been issued to the public allows for a more meaningful comparison as the varying levels of minority ownership of each mutual holding company is eliminated.

27. Revise to clarify why FinPro ignored the changes to the ratios that the compensation plan will cause. Also, please advise the staff how an appraisal that ignores the financial impact of the compensation plans is consistent with the appraisal requirements of the OTS.

Response to Comment No. 27

The Staff is supplementally advised that FinPro did consider the effect of the compensation plans when preparing its appraisal. The paragraph indicating that they did not has been deleted.

Change in Accountants, Page 140

28. Please revise this section to include an affirmative statement that you did not consult with KPMG prior to engagement, if true. If not true, provide the disclosures required by Item 304(a)(2) of Regulation S-K.

Response to Comment No. 28

The requested disclosure has been added beginning on page 139 of the prospectus.

Mr. Christian N. Windsor

U.S. Securities and Exchange Commission

July 5, 2006

Page 10

Financial Statements

General

29. Please include disclosures about recently issued accounting guidance in your audited financial statements. Refer to SAB Topic 11:M.

Response to Comment No. 29

The requested disclosure has been added beginning on page F-34 of the prospectus.

Consolidated Statements of Cash Flows, Page F-6

30. We note your policy disclosure on page F-9, in which you state that you classify cash flows from the sale of loans when those loans were acquired specifically for resale as operating cash flows and that cash receipts from sales of loans not specifically acquired for resale are classified as investing cash flows. However, in Management’s Discussion and Analysis on page 52, you state that you generally originate loans for your portfolio but your current practice is to sell to the secondary market almost all newly originated conforming longer-tem fixed-rate one- to four-family residential real estate loans. Please revise to disclose how you considered paragraph .08a of SOP 01-6 and paragraph 9 of SFAS 102 in classifying cash flows from the sale of these loans as investing cash flows.

Response to Comment No. 30

Disclosure has been added to page 51 of the prospectus to clarify our current and historical practice regarding the origination and sale of loans. The Staff is supplementally advised that management of Fox Chase believes that its classification of cash flows from the sale of loans complies with paragraph .08a of SOP 01-6 and paragraph 9 of SFAS 102 and is in compliance with U.S. generally accepted accounting practices.

Note 4 – Mortgage Servicing Activity, Page F-16

31. Please revise to disclose the fair value of your mortgage servicing assets and the assumptions used to determine the fair value. Refer to paragraph 17(e) of SFAS 140.

Response to Comment No. 31

The requested disclosure has been added to page F-19 of the prospectus.

* * * * *

Mr. Christian N. Windsor

U.S. Securities and Exchange Commission

July 5, 2006

Page 11

Please stamp the enclosed copy of this letter to indicate the date of receipt and return it in the enclosed envelope. If you have any questions concerning this submission, please contact the undersigned or Gary R. Bronstein at (202) 686-4930.

Very truly yours,

MULDOON MURPHY & AGUGGIA LLP

/s/ Scott A. Brown

Scott A. Brown

Enclosures

SAB/tmo

cc:	Jonathan E. Gottlieb, Securities and Exchange Commission
	Rebekah Moore, Securities and Exchange Commission
	Paul Ellis Cline, Securities and Exchange Commission
	Donald W. Dwyer, Office of Thrift Supervision – DC (w/o enclosures)
	Gary Jeffers, Office of Thrift Supervision – DC (w/o enclosures)
	Karen Marcotte, Office of Thrift Supervision – DC (w/o enclosures)
	Roger Smith, Office of Thrift Supervision – DC (w/o enclosures)
	Lauren S. Yablonsky, Office of Thrift Supervision – NE (w/o enclosures)
	Thomas M. Petro, Fox Chase Bancorp, Inc.
	Jerry D. Holbrook, Fox Chase Bancorp, Inc.
	Gary R. Bronstein, Esq., Muldoon Murphy & Aguggia LLP