TF FINANCIAL CORPORATION
1997 STOCK OPTION PLAN
1. Purpose of the Plan. The Plan shall be known as the TF Financial Corporation ("Company") 1997 Stock
Option Plan (the "Plan"). The purpose of the Plan is to attract and retain qualified personnel for positions of
substantial responsibility and to provide additional financial incentives to employees, officers and directors
providing services to the Company, or any present or future parent or subsidiary of the Company to promote the
success of the business. The Plan is intended to provide for the grant of "Incentive Stock Options," within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") and Non-Incentive
Stock Options, options that do not so qualify. The provisions of the Plan relating to Incentive Stock Options shall
be interpreted to conform to the requirements of Section 422 of the Code.
2. Definitions. The following words and phrases when used in this Plan with an initial capital letter, unless the
context clearly indicates otherwise, shall have the meaning as set forth below. Wherever appropriate, the
masculine pronoun shall include the feminine pronoun and the singular shall include the plural.
(a) "Award" means the grant by the Committee of an Incentive Stock Option or a Non-Incentive Stock Option,
or any combination thereof, as provided in the Plan.
(b) "Board" shall mean the Board of Directors of the Company, or any successor or parent corporation thereto.
(c) "Change in Control" shall mean: (i) the sale of all, or a material portion, of the assets of the Company; (ii) the
merger or recapitalization of the Company whereby the Company is not the surviving entity;
(iii) a change in control of the Company, as otherwise defined or determined by the Office of Thrift Supervision
or regulations promulgated by it; or (iv) the acquisition, directly or indirectly, of the beneficial ownership (within
the meaning of that term as it is used in Section 13(d) of the Securities Exchange Act of 1934 and the