S-8

As filed with the Securities and Exchange Commission on March 27, 2013

Registration No. 333-______

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

TF FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Pennsylvania	74-2705050
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3 Penns Trail, Newtown, Pennsylvania	18940
(Address of principal executive offices)	(Zip Code)

TF FINANCIAL CORPORATION

2012 STOCK OPTION PLAN

(Full Title of the Plan)

Dennis R. Stewart

Executive Vice President and Chief Financial Officer

3 Penns Trail

Newtown, Pennsylvania 18940

(215) 579-4000

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

Copies to:

John J. Spidi, Esq.

Richard Fisch, Esq.

Spidi & Fisch, PC

1227 25th Street, N.W.

Suite 200 West

Washington, D.C. 20037

(202) 434-4660

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)			Proposed Maximum Offering Price Per Share (3)		Proposed Maximum Aggregate Offering Price (3)		Amount of Registration Fee (3)
Common Stock, $0.10 par value		200,000		$	24.21	$	4,842,000	$	660.45
Common Stock, $0.10 par value		75,000		$	24.76	$	1,857,000	$	253.29
TOTAL		275,000	(2)			$	6,699,000	$	913.74

(1) Includes an indeterminate number of shares which may be necessary to adjust the number of additional shares of Common Stock reserved for issuance pursuant to the TF Financial Corporation 2012 Stock Option Plan (the “Plan”) and being registered herein, as the result of a stock split, stock dividend, reclassification, recapitalization, or similar adjustment(s) of the Common Stock.

(2) Consists of up to 275,000 shares which may be issued upon the exercise of options to purchase shares of TF Financial Corporation Common Stock to be granted under the Plan.

(3) Estimated solely for the purpose of calculating the registration fee and calculated pursuant to Rule 457(h) and Rule 457(c) of the Securities Act of 1933.  Under Rule 457(h), the registration fee may be calculated, inter alia, based upon the price at which the stock options may be exercised.  An aggregate of 275,000 shares are being registered hereby, of which 200,000 shares are under option at a weighted average exercise price of $24.21 per share ($4,842,000 in the aggregate).  The remaining 75,000 shares are being registered based upon the average of the high and low prices for the Common Stock of the Registrant as reported on the NASDAQ Global Market on March 22, 2013, or $24.76 per share ($1,857,000 in the aggregate), for a total offering of $6,699,000.

This Registration Statement shall become effective automatically upon the date of filing, in accordance with Rule 462(a) under the Securities Act of 1933.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *

Item 2.  Registrant Information and Employee Plan Annual Information. *

*The documents containing the information required by Part I of this Registration Statement will be sent or given to participants in the Plan as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”) and the introductory note to Part I of Form S-8. Such documents are not filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424, in reliance on Rule 428.  These documents, and the documents incorporated by reference in the Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

TF Financial Corporation (the “Company”) is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and, accordingly, files periodic reports and other information with the Commission. Reports, proxy statements and other information concerning the Company filed with the Commission may be inspected and copies may be obtained (at prescribed rates) from the Commission’s Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549.

The following documents filed by the Company are incorporated in this Registration Statement by reference (excluding any portion of these documents that has been furnished to and deemed not to be filed with the Commission):

(a)           The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed with the Commission on March 27, 2013;

(b)           The Company’s Current Reports on Form 8-K, filed with the Commission on January 24, 2013 (three reports) and February 15, 2013, and the Company’s Current Report on Form 8-K/A, filed with the Commission on February 21, 2013; and

(c)           The description of the Company’s common stock contained in the Company’s Registration Statement on Form S-4 (File No. 333-186555), as filed with the Commission on February 8, 2013, and any amendment or report filed thereafter for the purposes of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.  Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this

Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement.  Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

Not Applicable.

Item 6.  Indemnification of Directors and Officers.

The Company is incorporated in the Commonwealth of Pennsylvania.  Sections 1741 through 1747 of the Pennsylvania Business Corporation Law (“PBCL”) set forth circumstances under which directors, officers, employees and agents may be insured or indemnified against liability which they may incur in their capacities as such.  The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer, or employee of the Company or is or was serving at the request of the Company as a director, officer, employee, partner or trustee of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions of the PBCL or Article XVIII of the Company’s Amended and Restated Articles of Incorporation.  The Company maintains directors and officers liability insurance on behalf of its officers and directors.

Article XVIII of the Company’s Amended and Restated Articles of Incorporation provides a broad range of indemnification for its officers and directors. In essence, officers and directors will be indemnified for any act committed while in the course of their association with the Company provided that the act was in good faith and in a manner reasonably believed to be in, or not opposed to, the best interest of the Company, or where the officer or director has been successful on the merits or otherwise. Article XVIII further provides that the Company shall indemnify its officers and directors to the fullest extent permitted by Pennsylvania law, including under any amendments thereto.

Article XVII of the Company’s Amended and Restated Articles of Incorporation provides that directors of the Company will not be liable to the Company or its shareholders for monetary damages for any action, except where there is a breach of fiduciary or other duty and such breach constitutes self-dealing, willful misconduct, or recklessness.  The foregoing does not apply to responsibility or liability of a director pursuant to any criminal statute or liability of a director for the payment of tax.

Item 7.  Exemption from Registration Claimed.

Not Applicable.

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Item 8.  Exhibits.

For a list of all exhibits filed or included as part of this Registration Statement, see “Index to Exhibits” at the end of this Registration Statement.

Item 9.  Undertakings.

(a)          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;

(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;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference 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.

(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.

(b)          The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement 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.

(c)          The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report, to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim

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financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

(d)          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

The Registrant.Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newtown, in the Commonwealth of Pennsylvania, on this 27th day of March, 2013.

TF FINANCIAL CORPORATION
By:	/s/ Kent C. Lufkin
	Kent C. Lufkin
	President and Chief Executive Officer (Duly Authorized Representative)

POWER OF ATTORNEY

We, the undersigned directors and officers of TF Financial Corporation, do hereby severally constitute and appoint Kent C. Lufkin as our true and lawful attorney and agent, to do any and all things and acts in our names in the capacities indicated below and to execute any and all instruments for us and in our names in the capacities indicated below which said Kent C. Lufkin may deem necessary or advisable to enable TF Financial Corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-8 relating to the registrant, including specifically, but not limited to, power and authority to sign, for any of us in our names in the capacities indicated below, the Registration Statement and any and all amendments (including post-effective amendments) thereto; and we hereby ratify and confirm all that said Kent C. Lufkin shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

/s/ Kent C. Lufkin		/s/ Dennis R. Stewart
Kent C. Lufkin President and Chief Executive Officer (Principal Executive Officer)		Dennis R. Stewart Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
Date:	March 27, 2013	Date:	March 27, 2013
/s/ Robert N. Dusek
Robert N. Dusek Chairman of the Board		Carl F. Gregory Director
Date:	March 27, 2013	Date:
		/s/ Joseph F. Slabinski, III
Dennis Pollack Director		Joseph F. Slabinski, III Director
Date:		Date:	March 27, 2013
/s/ Kenneth A. Swanstrom		/s/ Albert M. Tantala, Sr.
Kenneth A. Swanstrom Director		Albert M. Tantala, Sr. Director
Date:	March 27, 2013	Date:	March 27, 2013
/s/ James B. Wood
James B. Wood Director
Date:	March 27, 2013

INDEX TO EXHIBITS

Exhibit	Description
4.1	Form of Common Stock Certificate
5.1	Opinion as to legality
10.1	TF Financial Corporation 2012 Stock Option Plan (1)
10.2	Form of Non-Statutory Stock Option Agreement (Non-Employee Directors)
10.3	Form of Non-Statutory Stock Option Agreement (Officers)
10.4	Form of Incentive Stock Option Agreement
23.1	Consent of Spidi & Fisch, PC (included in their opinion filed as Exhibit 5.1)
23.2	Consent of S.R. Snodgrass, A.C.
24.1	Power of Attorney (included as part of signature page)

(1) Incorporated herein by reference to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

EX-4.1

EX-5.1

Spidi & Fisch, PC

ATTORNEYS AT LAW

1227 25th street, N.W.

Suite 200 West

Washington, D.C.  20037

(202) 434-4660

Facsimile: (202) 434-4661

March 27, 2013

Board of Directors

TF Financial Corporation

3 Penns Trail

Newtown, PA 18940

RE:	Registration Statement on Form S-8:
	TF Financial Corporation 2012 Stock Option Plan

Ladies and Gentlemen:

We have acted as special counsel to TF Financial Corporation, a Pennsylvania corporation (the “Company”), in connection with the preparation of the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to, among other things, the issuance of up to 275,000 shares of the Company’s common stock, par value $0.10 per share (the “Common Stock”) pursuant to options granted under the Company’s 2012 Stock Option Plan (the “Plan”) as more fully described in the Registration Statement.  You have requested the opinion of this firm with respect to certain legal aspects of the proposed offering.

We have examined such documents, records, and matters of law as we have deemed necessary for the purpose of rendering this opinion.  In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.

Based on the foregoing and subject to the limitations set forth below, we are of the opinion that the Common Stock, when issued in accordance with the terms of the Plan, will be validly issued, fully paid, and nonassessable.

The foregoing opinion is limited to the Federal laws of the United States and the Pennsylvania Business Corporation Law and we are expressing no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement.  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.

Sincerely,

/s/ Spidi & Fisch, PC

Spidi & Fisch, PC

EX-10.2

STOCK OPTION AGREEMENT

FOR NON-STATUTORY STOCK OPTIONS

PURSUANT TO THE

TF FINANCIAL CORPORATION

2012 STOCK OPTION PLAN

NON-EMPLOYEE DIRECTORS

STOCK OPTIONS for a total of [_______] shares of Common Stock of TF Financial Corporation (the "Company") is hereby granted to [________________] (the "Optionee") at the exercise price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the 2012 Stock Option Plan (the "Plan") adopted by the Company which is incorporated by reference herein, receipt of which is hereby acknowledged.  Such Stock Options do not comply with Options granted under Section 422 of the Internal Revenue Code of 1986, as amended.

1.           Option Exercise Price.  The Option Exercise Price is $____ for each Share, being 100% of the fair market value, as determined by the Committee, of the Common Stock on the date of grant of this Option (____________).

2.           Exercise of Option.  This Option shall be first exercisable during periods of continued service as a director in accordance with provisions of the Plan as follows:

(a)   Schedule of Rights to Exercise.

Date	Options (#) First Exercisable(*)	Percentage of Total Shares Awarded Which Are Non-forfeitable
As of ________, 20__	[__________]	50%
As of ________, 20__	[__________]	100%

*Notes:

A. Upon termination of service absent Retirement, Disability or death, such options shall cease to be exercisable three months from the date of termination of employment.

B. Upon Disability, all options previously awarded shall be deemed immediately earned and non-forfeitable and shall continue to be deemed exercisable for a period not to exceed one year from such date of termination of service as a result of such Disability.

C. Upon death, all options previously awarded shall be deemed immediately earned and non-forfeitable and shall continue to be deemed exercisable for a period not to exceed one year from such date of termination of service as a result of such death.

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D. Upon Retirement as a Director (upon retirement following attainment of not less than age 75), the Director will continue to earn and vest in the Stock Options on the same vesting schedule as if he or she were still in service to the Company or the 3rd Fed Bank (“Bank”). Upon such Retirement, such Stock Options shall continue to be exercisable for the remaining term of the Stock Option without regard to the continued services of such Director to the Company or the Bank.

E.   Notwithstanding anything herein to the contrary, Stock Options previously awarded shall become immediately exercisable upon a Change in Control of the Company or the Bank.

F.   In the event of any change in the outstanding shares of Common Stock by reason of any stock dividend or split, re-capitalization, merger, consolidation, spin-off, reorganization, combination or exchange of shares, or other similar corporate change, or other increase or decrease in such shares without receipt or payment of consideration by the Company, or in the event an extraordinary capital distribution is made, the Committee will make such adjustments to previously granted Awards to prevent dilution, diminution, or enlargement of the rights of the Participant.

G.   Except in the event of death or Disability of the Optionee or a Change in Control of the Company, a minimum of six months must elapse between the Date of Grant of an Option and the date of the sale of the Common Stock received through the exercise of such Option.

H.   In the event of an Optionee’s termination of service for Cause, all rights with respect to the Option’s Stock Options shall expire immediately upon the effective date of such termination of service.

(b)           Method of Exercise.  This Option shall be exercisable by a written notice which shall:

(i)          State the election to exercise the Option, the number of Shares with respect to which it is being exercised, the person in whose name the stock certificate or certificates for such Shares of Common Stock is to be registered, his address and Social Security Number (or if more than one, the names, addresses and Social Security Numbers of such persons);

(ii)          Contain such representations and agreements as to the holder's investment intent with respect to such shares of Common Stock as may be satisfactory to the Company's counsel;

(iii)         Be signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the Option; and

(iv)          Be in writing and delivered in person or by certified mail to the Treasurer of the Company.

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No shares of Common Stock shall be issued until full payment of the Option Exercise Price has been received by the Company. The certificate or certificates for shares of Common Stock as to which the Option shall be exercised shall be registered in the name of the person or persons exercising the Option.

(c)           Restrictions on Exercise.  This Option may not be exercised if the issuance of the Shares upon such exercise would constitute a violation of any applicable federal or state securities or other law or valid regulation.  As a condition to the Optionee's exercise of this Option, the Company may require the person exercising this Option to make any representation and warranty to the Company as may be required by any applicable law or regulation.

3.           Non-transferability of Option.  This Option may not be transferred in any manner otherwise than by will or the laws of descent or distribution and may be exercised during the lifetime of the Optionee only by the Optionee.  The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.  Notwithstanding the foregoing, such Options may be transferred for estate planning purposes in connection with Section 6(c) of the Plan.

4.           Term of Option.  This Option may not be exercised more than four (4)  years from the Date of Grant of this Option, as set forth below, and may be exercised during such term only in accordance with the Plan and the terms of this Option.

5.           Method of Payment.  The Optionee may make payment of the Option Exercise Price by delivery of cash or Common Stock having a Fair Market Value on the day immediately preceding the exercise date equal to the total Option Exercise Price, or by any combination of cash and shares of Common Stock, including exercise by means of a cashless exercise arrangement with a qualifying broker-dealer in accordance with procedures approved by the Company. Payment of the Option Exercise Price in full or partial payment in the form of Common Stock shall be made utilizing Common Stock that has been owned by the party exercising such Option for not less than six months prior to the date of exercise of such Option.

6.           Related Matters.  Notwithstanding anything herein to the contrary, additional conditions or restrictions related to such Options may be contained in the Plan or the resolutions of the Plan Committee authorizing such grant of Options.

**NOTE:  THE SHARES ISSUABLE UPON THE EXERCISE OF SUCH STOCK OPTIONS MAY CONSTITUTE RESTRICTED SECURITIES OR SECURITIES WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.**

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The parties to this Agreement hereby acknowledge and accept the terms set forth herein as evidenced below, as follows:

		TF Financial Corporation
Date of Grant:		By:
		Its:
Attest:
[SEAL]
Optionee Acknowledgement and Acceptance
	Date

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EX-10.3

STOCK OPTION AGREEMENT

FOR NON-STATUTORY STOCK OPTIONS

PURSUANT TO THE

TF FINANCIAL CORPORATION

2012 STOCK OPTION PLAN

OFFICERS

STOCK OPTIONS for a total of [_______] shares of Common Stock of TF Financial Corporation (the "Company") is hereby granted to [________________] (the "Optionee") at the exercise price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the 2012 Stock Option Plan (the "Plan") adopted by the Company which is incorporated by reference herein, receipt of which is hereby acknowledged.  Such Stock Options do not comply with Options granted under Section 422 of the Internal Revenue Code of 1986, as amended (“Code”).

1.           Option Exercise Price.  The Option Exercise Price is $____ for each Share, being 100% of the fair market value, as determined by the Committee, of the Common Stock on the date of grant of this Option (______________).

2.           Exercise of Option.  This Option shall be first exercisable during periods of continued service as an Employee in accordance with provisions of the Plan as follows:

(a)   Schedule of Rights to Exercise.

Date	Options (#) First Exercisable(*)	Percentage of Total Shares Awarded Which Are Non-forfeitable
As of ____________, 20___	[__________]	50%
As of ____________, 20___	[__________]	100%

*Notes:

A. Upon termination of service absent Retirement, Disability or death, such options shall cease to be exercisable three months from the date of termination of employment.

B. Upon Disability, all options previously awarded shall be deemed immediately earned and non-forfeitable and shall continue to be deemed exercisable for a period not to exceed one year from such date of termination of service as a result of such Disability.

C. Upon death, all options previously awarded shall be deemed immediately earned and non-forfeitable and shall continue to be deemed exercisable for a period not to exceed one year from such date of termination of service as a result of such death.

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D. Upon Retirement as an Employee (upon retirement following attainment of not less than age 65), the Optionee will continue to earn and vest in the Stock Options on the same vesting schedule as if he or she were still in service to the Company or the 3rd Fed Bank (“Bank”). Upon such Retirement, such Stock Options shall continue to be exercisable for the remaining term of the Stock Option without regard to the continued services of such Optionee with the Company or the Bank.

E.   Notwithstanding anything herein to the contrary, Stock Options previously awarded shall become immediately exercisable upon a Change in Control of the Company or the Bank.

F.   In the event of any change in the outstanding shares of Common Stock by reason of any stock dividend or split, re-capitalization, merger, consolidation, spin-off, reorganization, combination or exchange of shares, or other similar corporate change, or other increase or decrease in such shares without receipt or payment of consideration by the Company, or in the event an extraordinary capital distribution is made, the Committee will make such adjustments to previously granted Awards to prevent dilution, diminution, or enlargement of the rights of the Participant.

G.   Except in the event of death or Disability of the Optionee or a Change in Control of the Company, a minimum of six months must elapse between the Date of Grant of an Option and the date of the sale of the Common Stock received through the exercise of such Option.

H.   Upon termination of employment with the Company or the Bank, if the Optionee continues status as a Director of the Bank or the Company, the Optionee is entitled to continue to exercise any such Stock Options during such period of continued service as a Director, and Options that are not yet earned and exercisable shall continue to become and earned and exercisable during such continued period of service as a Director.

I.   In the event of an Optionee’s termination of service for Cause, all rights with respect to the Option’s Stock Options shall expire immediately upon the effective date of such termination of service.

(b)           Method of Exercise.  This Option shall be exercisable by a written notice which shall:

(i)          State the election to exercise the Option, the number of Shares with respect to which it is being exercised, the person in whose name the stock certificate or certificates for such Shares of Common Stock is to be registered, his address and Social Security Number (or if more than one, the names, addresses and Social Security Numbers of such persons);

(ii)          Contain such representations and agreements as to the holder's investment intent with respect to such shares of Common Stock as may be satisfactory to the Company's counsel;

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(iii)             Be signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the Option; and

(iv)             Be in writing and delivered in person or by certified mail to the Treasurer of the Company.

No shares of Common Stock shall be issued until full payment of the Option Exercise Price has been received by the Company. The certificate or certificates for shares of Common Stock as to which the Option shall be exercised shall be registered in the name of the person or persons exercising the Option.

(c)           Restrictions on Exercise.  This Option may not be exercised if the issuance of the Shares upon such exercise would constitute a violation of any applicable federal or state securities or other law or valid regulation.  As a condition to the Optionee's exercise of this Option, the Company may require the person exercising this Option to make any representation and warranty to the Company as may be required by any applicable law or regulation.

3.           Non-transferability of Option.  This Option may not be transferred in any manner otherwise than by will or the laws of descent or distribution and may be exercised during the lifetime of the Optionee only by the Optionee.  The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.  Notwithstanding the foregoing, such Options may be transferred for estate planning purposes in connection with Section 6(c) of the Plan.

4.           Term of Option.  This Option may not be exercised more than four (4)  years from the Date of Grant of this Option, as set forth below, and may be exercised during such term only in accordance with the Plan and the terms of this Option.

5.           Method of Payment.  The Optionee may make payment of the Option Exercise Price by delivery of cash or Common Stock having a Fair Market Value on the day immediately preceding the exercise date equal to the total Option Exercise Price, or by any combination of cash and shares of Common Stock, including exercise by means of a cashless exercise arrangement with a qualifying broker-dealer in accordance with procedures approved by the Company. Payment of the Option Exercise Price in full or partial payment in the form of Common Stock shall be made utilizing Common Stock that has been owned by the party exercising such Option for not less than six months prior to the date of exercise of such Option.

6.           Related Matters.  Notwithstanding anything herein to the contrary, additional conditions or restrictions related to such Options may be contained in the Plan or the resolutions of the Plan Committee authorizing such grant of Options.

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**NOTE:  THE SHARES ISSUABLE UPON THE EXERCISE OF SUCH STOCK OPTIONS MAY CONSTITUTE RESTRICTED SECURITIES OR SECURITIES WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.**

The parties to this Agreement hereby acknowledge and accept the terms set forth herein as evidenced below, as follows:

		TF Financial Corporation
Date of Grant:		By:
		Its:
Attest:
[SEAL]
Optionee Acknowledgement and Acceptance
	Date

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EX-10.4

STOCK OPTION AGREEMENT

FOR INCENTIVE STOCK OPTIONS

PURSUANT TO THE

TF FINANCIAL CORPORATION

2012 STOCK OPTION PLAN

OFFICERS & EMPLOYEES

STOCK OPTIONS for a total of [_______] shares of Common Stock of TF Financial Corporation (the "Company") is hereby granted to [________________] (the "Optionee") at the exercise price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the 2012 Stock Option Plan (the "Plan") adopted by the Company which is incorporated by reference herein, receipt of which is hereby acknowledged.  Such Stock Options are intended to comply with Options granted under Section 422 of the Internal Revenue Code of 1986, as amended (“Code”).

1.           Option Exercise Price.  The Option Exercise Price is $____ for each Share, being 100% of the fair market value, as determined by the Committee, of the Common Stock on the date of grant of this Option (___________).

2.           Exercise of Option.  This Option shall be first exercisable during periods of continued service as an Employee in accordance with provisions of the Plan as follows:

(a)   Schedule of Rights to Exercise.

Date	Options (#) First Exercisable(*)	Percentage of Total Shares Awarded Which Are Non-forfeitable
As of _________, 20__	[__________]	50%
As of _________, 20__	[__________]	100%

*Notes:

A. Upon termination of service absent Retirement, Disability or death, such options shall cease to be exercisable three months from the date of termination of employment.

B. Upon Disability, all options previously awarded shall be deemed immediately earned and non-forfeitable and shall continue to be deemed exercisable for a period not to exceed one year from such date of termination of service as a result of such Disability.

C. Upon death, all options previously awarded shall be deemed immediately earned and non-forfeitable and shall continue to be deemed exercisable for a period not to exceed one year from such date of termination of service as a result of such death.

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D. Upon Retirement as an Employee (upon retirement following attainment of not less than age 65), the Optionee will continue to earn and vest in the Stock Options on the same vesting schedule as if he or she were still in service to the Company or the 3rd Fed Bank (“Bank”). Upon such Retirement, such Stock Options shall continue to be exercisable for the remaining term of the Stock Option without regard to the continued services of such Optionee with the Company or the Bank; provided however, that such Options not exercised within 3 months of such Retirement shall, thereafter, be deemed non-statutory stock options (not qualifying as Incentive Stock Options ("ISOs") within the meaning of Section 422 of the Code.

E.   Notwithstanding anything herein to the contrary, Stock Options previously awarded shall become immediately exercisable upon a Change in Control of the Company or the Bank.

F.   In the event of any change in the outstanding shares of Common Stock by reason of any stock dividend or split, re-capitalization, merger, consolidation, spin-off, reorganization, combination or exchange of shares, or other similar corporate change, or other increase or decrease in such shares without receipt or payment of consideration by the Company, or in the event an extraordinary capital distribution is made, the Committee will make such adjustments to previously granted Awards to prevent dilution, diminution, or enlargement of the rights of the Participant.

G.   Except in the event of death or Disability of the Optionee or a Change in Control of the Company, a minimum of six months must elapse between the Date of Grant of an Option and the date of the sale of the Common Stock received through the exercise of such Option.

H.   Upon termination of employment with the Company or the Bank, if the Optionee continues status as a Director of the Bank or the Company, the Optionee is entitled to continue to exercise any such Stock Options during such period of continued service as a Director, and Options that are not yet earned and exercisable shall continue to become and earned and exercisable during such continued period of service as a Director; provided that such Options shall be deemed non-statutory stock options (not qualifying as ISOs) following three months from the date of termination of employment as an employee of the Company or the Bank.

I.   Except as otherwise noted, all such options granted shall be considered ISOs.  In the event that the fair market value of the Common Stock subject to such grant to any one individual exceeds $100,000 per vesting event, then the excess of each installment shall be deemed non-statutory stock options (not qualifying as ISOs).

J.   Notwithstanding anything herein to the contrary, if the Optionee owns or is treated as owning, for purposes of Section 422 of the Code, Common Stock representing more than 10% of the total combined voting securities of the Company ("10% Owner"), the Exercise Price for Incentive Stock Options shall not be less than 110% of the Fair Market Value of the Common Stock on the Date of Grant.

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K.   In the event of an Optionee’s termination of service for Cause, all rights with respect to the Option’s Stock Options shall expire immediately upon the effective date of such termination of service.

(b)           Method of Exercise.  This Option shall be exercisable by a written notice which shall:

(i)          State the election to exercise the Option, the number of Shares with respect to which it is being exercised, the person in whose name the stock certificate or certificates for such Shares of Common Stock is to be registered, his address and Social Security Number (or if more than one, the names, addresses and Social Security Numbers of such persons);

(ii)          Contain such representations and agreements as to the holder's investment intent with respect to such shares of Common Stock as may be satisfactory to the Company's counsel;

(iii)         Be signed by the person or persons entitled to exercise the Option and, if the Option is being exercised by any person or persons other than the Optionee, be accompanied by proof, satisfactory to counsel for the Company, of the right of such person or persons to exercise the Option; and

(iv)          Be in writing and delivered in person or by certified mail to the Treasurer of the Company.

No shares of Common Stock shall be issued until full payment of the Option Exercise Price has been received by the Company. The certificate or certificates for shares of Common Stock as to which the Option shall be exercised shall be registered in the name of the person or persons exercising the Option.

(c)           Restrictions on Exercise.  This Option may not be exercised if the issuance of the Shares upon such exercise would constitute a violation of any applicable federal or state securities or other law or valid regulation.  As a condition to the Optionee's exercise of this Option, the Company may require the person exercising this Option to make any representation and warranty to the Company as may be required by any applicable law or regulation.

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3.           Non-transferability of Option.  This Option may not be transferred in any manner otherwise than by will or the laws of descent or distribution and may be exercised during the lifetime of the Optionee only by the Optionee.  The terms of this Option shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee.

4.           Term of Option.  This Option may not be exercised more than four (4)  years from the Date of Grant of this Option, as set forth below, and may be exercised during such term only in accordance with the Plan and the terms of this Option.

5.           Method of Payment.  The Optionee may make payment of the Option Exercise Price by delivery of cash or Common Stock having a Fair Market Value on the day immediately preceding the exercise date equal to the total Option Exercise Price, or by any combination of cash and shares of Common Stock, including exercise by means of a cashless exercise arrangement with a qualifying broker-dealer in accordance with procedures approved by the Company. Payment of the Option Exercise Price in full or partial payment in the form of Common Stock shall be made utilizing Common Stock that has been owned by the party exercising such Option for not less than six months prior to the date of exercise of such Option.

6.           Related Matters.  Notwithstanding anything herein to the contrary, additional conditions or restrictions related to such Options may be contained in the Plan or the resolutions of the Plan Committee authorizing such grant of Options.

**NOTE:  THE SHARES ISSUABLE UPON THE EXERCISE OF SUCH STOCK OPTIONS MAY CONSTITUTE RESTRICTED SECURITIES OR SECURITIES WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS.**

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The parties to this Agreement hereby acknowledge and accept the terms set forth herein as evidenced below, as follows:

		TF Financial Corporation
Date of Grant:		By:
		Its:
Attest:
[SEAL]
Optionee Acknowledgement and Acceptance
	Date

5

EX-23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 27, 2013, relating to our audit of the consolidated financial statements of TF Financial Corporation, appearing in the Annual Report on Form 10-K of TF Financial Corporation for the year ended December 31, 2012.

Wexford, Pennsylvania

March 27, 2013