Fox Chase Bancorp DEF 14A Definitive proxy

SCHEDULE 14A INFORMATION
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Fox Chase Bancorp, Inc.
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April 12, 2013

Dear Stockholder:

You are cordially invited to attend the annual meeting of stockholders of Fox Chase Bancorp, Inc.  The meeting will be held at the office of Fox Chase Bank located at 510 East Township Line Road, Suite 200, Blue Bell, Pennsylvania on Thursday, May 23, 2013 at 9:00 a.m., local time.

The notice of annual meeting and proxy statement appearing on the following pages describe the formal business to be transacted at the meeting.  Directors and officers of the Company, as well as representatives of KPMG LLP, the Company’s independent registered public accounting firm, will be present to respond to appropriate questions from stockholders.

It is important that your shares are represented at this meeting, whether or not you attend the meeting in person and regardless of the number of shares you own.  You can vote your shares via the Internet, by telephone or by completing and returning a proxy card.  Voting instructions are printed on your proxy or voting instruction card and are included in the accompanying proxy statement.  If you attend the meeting, you may vote in person even if you have previously mailed a proxy card.

We look forward to seeing you at the meeting.

Sincerely,

/s/ Thomas M. Petro

Thomas M. Petro

President and Chief Executive Officer

4390 Davisville Road

Hatboro, Pennsylvania 19040

(215) 682-7400

NOTICE OF 2013 ANNUAL MEETING OF STOCKHOLDERS

TIME AND DATE	9:00 a.m. on Thursday, May 23, 2013
PLACE	Fox Chase Bank
	510 East Township Line Road, Suite 200
	Blue Bell, Pennsylvania
ITEMS OF BUSINESS	(1)	To elect two directors to serve for a term of three years;
	(2)	To ratify KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013;
	(3)	To conduct an advisory vote on the compensation of our named executive officers as disclosed in this proxy statement; and
	(4)	To transact such other business as may properly come before the meeting and any adjournment or postponement thereof.
RECORD DATE	To vote, you must have been a stockholder at the close of business on March 28, 2013.
PROXY VOTING	It is important that your shares be represented and voted at the meeting. You can vote your shares via the Internet, by telephone or by completing and returning a proxy card or voting instruction card. Voting instructions are printed on your proxy or voting instruction card and are included in the accompanying proxy statement. You can revoke a proxy at any time before its exercise at the meeting by following the instructions in the proxy statement. A printed proxy card for the annual meeting and a self-addressed envelope will be mailed to all stockholders of record on or about April 22, 2013.
	By Order of the Board of Directors,
	/s/ Jerry D. Holbrook
	Jerry D. Holbrook
	Corporate Secretary

Hatboro, Pennsylvania

April 12, 2013

Fox Chase Bancorp, Inc.

Proxy Statement

Table of Contents

General Information	1
Important Notice Regarding the Internet Availability of Proxy Materials for the Stockholder Meeting to be Held on May 23, 2013	1
Information About Voting	1
Corporate Governance and Board Matters	4
Audit-Related Matters	10
Stock Ownership	13
Items to be Voted on by Stockholders	15
Item 1 — Election of Directors	15
Item 2 — Ratification of the Independent Registered Public Accounting Firm	17
Item 3 — Advisory Vote on Executive Compensation	17
Report of the Compensation Committee	19
Compensation Discussion and Analysis	19
Executive Compensation	30
Other Information Relating to Directors and Executive Officers	43
Submission of Business Proposals and Stockholder Nominations	45
Stockholder Communications	45
Miscellaneous	45

FOX CHASE BANCORP, INC.

PROXY STATEMENT

GENERAL INFORMATION

We are providing this proxy statement to you in connection with the solicitation of proxies by the Board of Directors of Fox Chase Bancorp, Inc. for the 2013 annual meeting of stockholders and for any adjournment or postponement of the meeting.  In this proxy statement, we may also refer to Fox Chase Bancorp, Inc. as “Fox Chase Bancorp,” the “Company,” “we,” “our” or “us.”

Fox Chase Bancorp is the holding company for Fox Chase Bank.  In this proxy statement, we may also refer to Fox Chase Bank as the “Bank.”

We are holding the 2013 annual meeting at the office of Fox Chase Bank located at 510 East Township Line Road, Suite 200, Blue Bell, Pennsylvania on Thursday, May 23, 2013 at 9:00 a.m., local time.

We intend to provide access to this proxy statement and a proxy card to stockholders of record beginning on or about April 12, 2013.

IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 23, 2013

This proxy statement and the Company’s 2013 annual report to stockholders are available at http://www.cfpproxy.com/6852.

INFORMATION ABOUT VOTING

Who Can Vote at the Meeting

You are entitled to vote your shares of Fox Chase Bancorp common stock that you owned as of March 28, 2013.  As of the close of business on March 28, 2013, a total of 12,260,172 shares of Fox Chase Bancorp common stock were outstanding.

The Company’s articles of incorporation provide that record holders of the Company’s common stock who beneficially own, either directly or indirectly, in excess of 10% of the Company’s outstanding shares are not entitled to any vote with respect to those shares held in excess of the 10% limit.

Ownership of Shares; Attending the Meeting

You may own shares of Fox Chase Bancorp in one of the following ways:

·Directly in your name as the stockholder of record;

·Indirectly through a broker, bank or other holder of record in “street name”; or

·Indirectly in the Fox Chase Bancorp Stock Fund in our 401(k) Plan, the Fox Chase Bank Employee Stock Ownership Plan (the “ESOP”), the trust that holds restricted stock awards under either the Fox Chase Bancorp, Inc. 2007 Equity Incentive Plan (the “2007 Equity Incentive Plan”) or the Fox Chase Bancorp, Inc. 2011 Equity Incentive Plan (the “2011 Equity Incentive Plan”) or through the Amended and Restated Fox Chase Bank Executive Long-Term Incentive Plan (the “Long-Term Incentive Plan”).

If your shares are registered directly in your name, you are the holder of record of these shares and we are providing access to these proxy materials directly to you.  As the holder of record, you have the right to give your proxy directly to us or to vote in person at the meeting.

If you hold your shares in street name, your broker, bank or other holder of record is providing access to these proxy materials to you.  As the beneficial owner, you have the right to direct your broker, bank or other holder of record how to vote by filling out a voting instruction form provided by your broker, bank or other holder of record.  Your broker, bank or other holder of record may allow you to provide voting instructions by telephone or by the Internet.  Please see the instruction form provided by your broker, bank or other holder of record.  If you hold your shares in street name, you will need photo identification and proof of ownership to be admitted to the meeting.  A recent brokerage statement or letter from a bank or broker are examples of proof of ownership.  If you want to vote your shares of Fox Chase Bancorp common stock held in street name in person at the meeting, you must obtain a written proxy in your name from the broker, bank or other nominee who is the record holder of your shares.

For information on your voting rights as a participant under the Bank and Company benefit plans, see “—Participants in the ESOP, 401(k) Plan, 2007 Equity Incentive Plan, 2011 Equity Incentive Plan or Long-Term Incentive Plan.”

Quorum and Vote Required

Quorum.We will have a quorum and be able to conduct the business of the annual meeting if a majority of the issued and outstanding shares of common stock entitled to vote is represented at the meeting.  If you return valid proxy instructions or attend the meeting in person, your shares will be counted to determine whether there is a quorum, even if you abstain from voting.  Broker non-votes also will be counted to determine the existence of a quorum.

Vote Required for Proposals.  In voting on the election of directors, you may vote in favor of both nominees, withhold votes as to both nominees or withhold votes as to a specific nominee.  There is no cumulative voting for the election of directors.  Directors must be elected by a plurality of the votes cast at the annual meeting.  This means that the nominees receiving the greatest number of votes will be elected.  Votes withheld and broker non-votes will have no effect on the vote for the election of directors.

In voting on the appointment of KPMG LLP as the Company’s independent registered public accounting firm and the advisory resolution to approve the compensation of the Company’s named executive officers, you may vote in favor of each proposal, against each proposal or abstain from voting.  To be approved, each matter requires the affirmative vote of a majority of the votes cast at the annual meeting.  Abstentions and broker non-votes will have no effect on the vote.  The results of the vote on the compensation of the named executive officers are not binding on the Board of Directors.

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Effect of Not Casting Your Vote

If you hold your shares in street name it is critical that you cast your vote if you want it to count in the election of directors (Item 1) or on the advisory votes regarding the compensation of our named executive officers (Item 3).  Current regulations restrict the ability of your bank or broker to vote your uninstructed shares in the election of directors and other matters on a discretionary basis. Thus, if you hold your shares in street name and you do not instruct your bank or broker how to vote in the election of directors or for the advisory votes regarding the compensation of our named executive officers, no votes will be cast on these matters on your behalf.  These are referred to as broker non-votes.  Your bank or broker does, however, continue to have discretion to vote any uninstructed shares on the ratification of the appointment of the Company’s independent registered public accounting firm (Item 2).

Voting by Proxy

The Company’s Board of Directors is requesting that you allow your shares of Company common stock to be represented at the annual meeting by the persons named in the proxy card.  All shares of Company common stock represented at the meeting by properly executed and dated proxies will be voted according to the instructions indicated on the proxy card.  If you sign, date and return a proxy card without giving voting instructions, your shares will be voted as recommended by the Company’s Board of Directors.  The Board of Directors recommends that you vote:

·“FOR” each of the nominees for director;

·“FOR” ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm; and

·“FOR” the approval of the compensation of the Company’s named executive officers as disclosed in this proxy statement.

If you receive a notice and wish to receive a paper copy of the proxy card, you can obtain a copy by:

·Calling (800) 951-2405;

·Visiting http://www.cfpproxy.com/6852; or

·E-mailing fulfillment@rtco.com and entering the stockholder control number on the notice in the subject line.

If any matters not described in this proxy statement are properly presented at the annual meeting, the persons named in the proxy card will use their judgment to determine how to vote your shares.  This includes a motion to adjourn or postpone the annual meeting to solicit additional proxies.  If the annual meeting is postponed or adjourned, your shares of Company common stock may be voted by the persons named in the proxy card on the new meeting date, provided that the new meeting occurs within 30 days of the annual meeting and you have not revoked your proxy.  The Company does not currently know of any other matters to be presented at the meeting.

You may revoke your proxy at any time before the vote is taken at the meeting.  To revoke your proxy, you must either advise the Corporate Secretary of the Company in writing before your common stock has been voted at the annual meeting, deliver a later dated proxy or attend the meeting and vote

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your shares in person.  Attendance at the annual meeting will not in itself constitute revocation of your proxy.

Instead of voting by mailing a proxy card, registered stockholders can vote their shares of Company common stock via the Internet or by telephone.  The Internet and telephone voting procedures are designed to authenticate stockholders’ identities, allow stockholders to provide their voting instructions and confirm that their instructions have been recorded properly.  Specific instructions for Internet and telephone voting are set forth on the proxy card.  The deadline for voting via the Internet or by telephone is 3:00 a.m., Eastern time, on Thursday, May 23, 2013.

Participants in the ESOP, 401(k) Plan, 2007 Equity Incentive Plan, 2011 Equity Incentive Plan or Long-Term Incentive Plan

If you participate in the ESOP, the 2007 Equity Incentive Plan, the 2011 Equity Incentive Plan or the Long-Term Incentive Plan, or if you invest in Company common stock through the Fox Chase Bancorp Stock Fund in our 401(k) Plan, you will receive a vote authorization form for each plan that reflects all shares you may direct the trustees to vote on your behalf under the respective plans.  Under the terms of the ESOP, all allocated shares of Fox Chase Bancorp common stock held by the ESOP are voted by the ESOP trustee, as directed by plan participants.  All unallocated shares of Company common stock held by the ESOP and all allocated shares for which no timely voting instructions are received are voted by the ESOP trustee in the same proportion as shares for which the trustee has received timely voting instructions from other ESOP participants, subject to the exercise of its fiduciary duties.  Under the terms of the 401(k) Plan, a participant may direct the trustee how to vote the shares in the Fox Chase Bancorp Stock Fund credited to his or her account.  The trustee will vote all shares for which it does not receive timely instructions from participants in the same proportion as shares for which the trustee received voting instructions from other 401(k) Plan participants.  Under the 2007 Equity Incentive Plan and the 2011 Equity Incentive Plan, participants may direct the trustee how to vote their unvested restricted stock awards.  The trustee will vote all shares held in the trust for which it does not receive timely instructions, and all shares which have not been awarded to participants, as directed by Fox Chase Bancorp.  Under the Long-Term Incentive Plan, participants may direct the trustee how to vote the shares credited to their account.  The trustee will vote all shares held in the trust for which it does not receive timely instructions as directed as by Fox Chase Bancorp.  The deadline for returning your voting instructions is May 14, 2013.

CORPORATE GOVERNANCE AND BOARD MATTERS

Director Independence

The Company’s Board of Directors consists of seven members, all of whom are independent under the listing requirements of the Nasdaq Stock Market, except for Thomas M. Petro, who is President and Chief Executive Officer of the Company and the Bank.

Board Leadership Structure and Board’s Role in Risk Oversight

The Board of Directors of the Company believes that the separation of the offices of Chairman of the Board and President and Chief Executive Officer enhances Board independence and oversight. Moreover, the separation of the Chairman of the Board and President and Chief Executive Officer allows the President and Chief Executive Officer to focus on his responsibilities of running the Company, enhancing stockholder value and expanding and strengthening our franchise while allowing the Chairman of the Board to lead the Board in its fundamental role of providing advice to and independent oversight of management. Consistent with this determination, Richard M. Eisenstaedt serves as Chairman of the Board

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of the Company.  Mr. Eisenstaedt is independent under the listing requirements of the Nasdaq Stock Market.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including credit, interest rate, liquidity, operational, strategic and reputation risks.  Management is responsible for the day-to-day management of risks the Company faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management.  In its risk oversight role, the Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed.  Senior management attends the Board meetings and is available to address any questions or concerns raised by the Board on risk management and any other matters.  The Chairman of the Board and independent members of the Board work together to provide strong, independent oversight of the Company’s management and affairs through its standing committees and, when necessary, special meetings of independent directors. In addition, the Board of Directors of the Company maintains a Risk Management Committee.  See “—Committees of the Board of Directors—Risk Management Committee.”

Corporate Governance Policies

The Board of Directors has adopted a corporate governance policy, which includes: the duties and responsibilities of directors; the composition, responsibilities and operation of the Board of Directors; the establishment and operation of Board committees; succession planning; 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 of the Chief Executive Officer.

Committees of the Board of Directors

The following table identifies the members of the Company’s Audit, Compensation and Nominating and Governance Committees at March 28, 2013. All members of each committee are independent in accordance with the listing requirements of the Nasdaq Stock Market. Each committee operates under a written charter that is approved by the Board of Directors that governs its composition, responsibilities and operation. Each committee reviews and reassesses the adequacy of its charter at least annually. The charters of all three committees are available in the Governance Documents portion of the Investor Relations section of our website (www.foxchasebank.com).   The Company also maintains an Executive Committee, a Risk Management Committee and a Strategic Opportunities Committee.

Director	AuditCommittee	CompensationCommittee	Nominating and GovernanceCommittee
Roger H. Ballou	X	X*
Richard E. Bauer	X	X
Todd S. Benning	X*	X	X
Richard M. Eisenstaedt			X*
Anthony A. Nichols, Sr.	X
Thomas M. Petro
RoseAnn B. Rosenthal		X	X
Number of Meetings in 2012	8	8	2

______________________________

*  Denotes Chairperson

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Audit Committee

The Audit Committee assists the Board of Directors in its oversight of the Company’s accounting, auditing, internal control structure and financial reporting matters, the quality and integrity of the Company’s financial reports and the Company’s compliance with applicable laws and regulations. The Audit Committee is also responsible for engaging the Company’s independent registered public accounting firm and monitoring its conduct and independence. The Board of Directors has designated Todd S. Benning as an “audit committee financial expert” under the rules of the Securities and Exchange Commission.  Mr. Benning is independent under the listing requirements of the Nasdaq Stock Market applicable to audit committee members.

Compensation Committee

The Compensation Committee approves the compensation objectives for the Company and the Bank, establishes the compensation for the Company’s senior management and conducts the performance review of the Chief Executive Officer. The Compensation Committee reviews all components of compensation, including salaries, cash incentive plans, long-term incentive plans and various employee benefit matters. Decisions by the Compensation Committee with respect to the compensation of the Chief Executive Officer are approved by the full Board of Directors. The Compensation Committee also assists the Board of Directors in evaluating potential candidates for executive positions. See “Compensation Discussion and Analysis” for a discussion of the role of management and compensation consultants in determining and/or recommending the amount or form of executive compensation.

Consistent with applicable Securities and Exchange Commission disclosure requirements, we have assessed our compensation programs and have concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.  The Compensation Committee assessed the Company’s executive and broad-based compensation and benefits to determine if the programs’ provisions and operations create undesired or unintentional risk of a material nature. This risk assessment process included a review of program policies and practices; program analysis to identify risk and risk control related to the programs; and determinations as to the sufficiency of risk identification, the balance of potential risk to potential reward, risk control, and the support of the programs and their risks to Company strategy. Although we reviewed all compensation programs, we focused on the programs with variability of payout, with the ability of a participant to directly affect payout and the controls on participant action and payout.

Based on the foregoing, we believe that our compensation policies and practices do not create inappropriate or unintended significant risk to the Company as a whole. We also believe that our incentive compensation arrangements provide incentives that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage significant risks; are compatible with effective internal controls; and are supported by the oversight and administration of the Compensation Committee with regard to executive compensation programs.

Nominating and Governance Committee

The Nominating and Governance Committee assists the Board of Directors in: (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.

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Minimum Qualifications. The Nominating and Governance Committee has adopted a set of criteria that it considers when it selects individuals to be nominated for election to the Board of Directors. A candidate must meet the eligibility requirements set forth in the Company’s Bylaws, which include a requirement that the candidate not have been subject to certain criminal or regulatory actions. A candidate also must meet any qualification requirements set forth in any Board or committee governing documents.

If the candidate is deemed eligible for election to the Board of Directors, the Nominating and Governance Committee will then evaluate the following criteria in selecting nominees:

·Contributions to the range of talent, skill and expertise for the Board;

·Financial, regulatory and business experience, knowledge of the banking and financial service industries, familiarity with the operations of public companies and the ability to read and understand financial statements;

·Familiarity with the Company’s market area and participation in and ties to local business and local civic, charitable and religious organizations;

·Personal and professional integrity, honesty and reputation;

·The ability to represent the best interests of the stockholders of the Company and the institution;

·The ability to devote sufficient time and energy to the performance of his or her duties; and

·Independence under applicable Securities and Exchange Commission and listing definitions.

The Committee also will consider any other factors the Nominating and Governance Committee deems relevant, including diversity, size of the Board of Directors and regulatory disclosure obligations. The Board will also consider the extent to which the candidate helps the Board of Directors reflect the diversity of the Company’s stockholders, employees, customers and communities. The Committee also may consider the current composition and size of the Board of Directors, the balance of management and independent directors and the need for audit committee expertise.

With respect to nominating an existing director for re-election to the Board of Directors, the Nominating and Governance Committee will consider and review an existing director’s Board and committee attendance and performance; length of Board service; the experience, skills and contributions that the existing director brings to the Board; and independence.

Director Nomination Process. The process that the Nominating and Governance Committee follows to identify and evaluate individuals to be nominated for election to the Board of Directors is as follows:

To identify nominees for the Board of Directors, the Nominating and Governance Committee relies on personal contacts of the committee members and other members of the Board of Directors, as well as its knowledge of members of the communities served by the Bank. The Nominating and Governance Committee will also consider director candidates recommended by stockholders in accordance with the policy and procedures set forth below. The Nominating and Governance Committee has not previously used an independent search firm to identify nominees.

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In evaluating potential nominees, the Nominating and Governance Committee determines whether the candidate is eligible and qualified for service on the Board of Directors by evaluating the candidate under the criteria set forth above. If such individual fulfills these criteria, the Nominating and Governance Committee will conduct a check of the individual’s background and interview the candidate to further assess the qualities of the prospective nominee and the contributions he or she would make to the Board.

Considerations of Recommendations by Stockholders.It is the policy of the Nominating and Governance Committee to consider director candidates recommended by stockholders who appear to be qualified to serve on the Company’s Board of Directors. The Nominating and Governance Committee may choose not to consider an unsolicited recommendation if no vacancy exists on the Board of Directors and the Nominating and Governance Committee does not perceive a need to increase the size of the Board of Directors. To avoid the unnecessary use of the Nominating and Governance Committee’s resources, the Nominating and Governance Committee will consider only those director candidates recommended in accordance with the procedures set forth below.

Procedures to be Followed by Stockholders.To submit a recommendation of a director candidate to the Nominating and Governance Committee, a stockholder should submit the following information in writing, addressed to the Chairman of the Nominating and Governance Committee, care of the Corporate Secretary, at the main office of the Company:

1.The name of the person recommended as a director candidate;

2.All information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Securities Exchange Act of 1934;

3.The written consent of the person being recommended as a director candidate to being named in the proxy statement as a nominee and to serving as a director if elected;

4.As to the stockholder making the recommendation, the name and address of such stockholder as they appear on the Company’s books; provided, however, that if the stockholder is not a registered holder of the Company’s common stock, the stockholder should submit his or her name and address along with a current written statement from the record holder of the shares that reflects ownership of the Company’s common stock; and

5.A statement disclosing whether such stockholder is acting with or on behalf of any other person and, if applicable, the identity of such person.

In order for a director candidate to be considered for nomination at the Company’s annual meeting of stockholders, the recommendation must be received by the Nominating and Governance Committee at least 120 calendar days before the date the Company’s proxy statement was released to stockholders in connection with the previous year’s annual meeting, advanced by one year.

Risk Management Committee

The Risk Management Committee reviews and oversees the Company’s material business risks by establishing and monitoring policies and procedures designated to identify, control, monitor and measure its material business risks, including credit risk, interest rate risk, liquidity risk, operational risk, strategic risk and reputational risk.

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Directors’ Compensation

The following table provides information regarding the compensation received by individuals who served as non-employee directors of the Company during the year ended December 31, 2012.  The table excludes perquisites, which did not exceed $10,000 in the aggregate for any director.

Name	Fees Earned orPaid in Cash ($)	Stock Awards($)(1)	Option Awards($)(2)	All Other Compensation ($)(3)	Total($)
Roger H. Ballou	$65,000	$42,608	$26,700	$583	$134,891
Richard E. Bauer	61,500	42,608	26,700	583	131,391
Todd S. Benning	68,500	42,608	26,700	583	138,391
Richard M. Eisenstaedt	75,500	42,608	26,700	583	145,391
Anthony A. Nichols, Sr.	65,000	42,608	26,700	583	134,891
RoseAnn B. Rosenthal	40,500	42,608	26,700	224	110,032
Peter A. Sears (4)	20,000	—	—	164	20,164

___________________________________

(1)Reflects the aggregate grant date fair value of the granting of 3,250 shares of restricted stock computed in accordance with FASB ASC Topic 718, based on a per share value of $13.11, which represented the Company’s stock price on the date of grant.  At December 31, 2012, the aggregate number of unvested restricted stock award shares held in trust was 5,250 for each of Messrs. Ballou, Bauer, Benning, Eisenstaedt and Nichols and 6,533 for Ms. Rosenthal.  Mr. Sears did not hold any unvested restricted stock awards at December 31, 2012.

(2)Reflects the aggregate grant date fair value for outstanding stock option awards granted, computed in accordance with FASB ASC Topic 718, based on a value of $3.56 per option. For information on the assumptions used to compute the fair value, see note 10 to the consolidated financial statements. The actual value, if any, realized from any option will depend on the extent to which the market value of the common stock exceeds the exercise price of the option on the date the option is exercised. Accordingly, the value realized may not be at or near the value estimated above.  Each director, other than Mr. Sears, held 39,161 stock options at December 31, 2012.  Mr. Sears did not hold any options at December 31, 2012.

(3)Represents dividends paid on shares of restricted stock that vested during the year ended December 31, 2012.

(4)Mr. Sears retired from the Board of Directors on May 24, 2012.

Cash Retainer and Meeting Fees for Non-Employee Directors. 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 2013.

Annual Retainer	$20,000
Annual Retainer for Chairman of Board	15,000
Annual Retainer for Audit Committee Chair	10,000
Annual Retainer for Compensation Committee Chair	7,500
Annual Retainer for Nominating and Governance Committee Chair	4,000
Annual Retainer for Risk Management Chair	4,000
Annual Retainer for Strategic Opportunities Committee Members	10,000
Fee per Board Meeting Attended	1,500
Fee per Committee Meeting Attended	1,000

Board and Committee Meetings

During 2012, the Board of Directors of the Company and the Board of Directors of the Bank each held nine meetings. No director attended fewer than 75% of the aggregate total meetings of the respective Board of Directors and the committees on which such director served during 2012.

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Director Attendance at Annual Meeting of Stockholders

While the Company has no formal policy on director attendance at the annual meeting of stockholders, all directors are encouraged to attend.  All of the directors of the Company attended the 2012 annual meeting of stockholders.

Code of Ethics and Business Conduct

The Company maintains a Code of Ethics and Business Conduct that is designed to ensure that the Company’s directors and employees meet the highest standards of ethical conduct. The Code of Ethics and Business Conduct, which applies to all employees and directors, addresses conflicts of interest, the treatment of confidential information, general employee conduct and compliance with applicable laws, rules and regulations. In addition, the Code of Ethics and Business Conduct is designed to deter wrongdoing and promote honest and ethical conduct, the avoidance of conflicts of interest, full and accurate disclosure and compliance with all applicable laws, rules and regulations.

AUDIT-RELATED MATTERS

Report of the Audit Committee

Fox Chase Bancorp’s management is responsible for Fox Chase Bancorp’s internal controls and financial reporting process. Fox Chase Bancorp’s independent registered public accounting firm is responsible for performing an independent audit of Fox Chase Bancorp’s consolidated financial statements and issuing an opinion on the conformity of those financial statements with generally accepted accounting principles. The independent registered public accounting firm is also responsible for issuing an attestation report on management’s assessment of Fox Chase Bancorp’s internal control over financial reporting. The Audit Committee oversees Fox Chase Bancorp’s internal controls and financial reporting process on behalf of the Board of Directors.

In this context, the Audit Committee has met and held discussions with management and the independent registered public accounting firm. Management represented to the Audit Committee that Fox Chase Bancorp’s consolidated financial statements were prepared in accordance with generally accepted accounting principles and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU Section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T, including the quality, and not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of the disclosures in the financial statements.

In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm the firm’s independence from Fox Chase Bancorp and its management. In concluding that the registered public accounting firm is independent, the Audit Committee considered, among other factors, whether the non-audit services provided by the firm were compatible with its independence.

The Audit Committee discussed with Fox Chase Bancorp’s independent registered public accounting firm the overall scope and plans for their audit. The Audit Committee meets with the

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independent registered public accounting firm, with and without management present, to discuss the results of their examination, their evaluation of Fox Chase Bancorp’s internal controls and the overall quality of Fox Chase Bancorp’s financial reporting.

In performing all of these functions, the Audit Committee acts only in an oversight capacity. In its oversight role, the Audit Committee relies on the work and assurances of Fox Chase Bancorp’s management, which has the primary responsibility for financial statements and reports, and of the independent registered public accounting firm who, in their report, express an opinion on the conformity of Fox Chase Bancorp’s financial statements to generally accepted accounting principles. The Audit Committee’s oversight does not provide it with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s considerations and discussions with management and the independent registered public accounting firm do not assure that Fox Chase Bancorp’s financial statements are presented in accordance with generally accepted accounting principles, that the audit of Fox Chase Bancorp’s financial statements has been carried out in accordance with generally accepted auditing standards or that Fox Chase Bancorp’s independent registered public accounting firm is “independent.”

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the audited consolidated financial statements be included in Fox Chase Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2012 for filing with the Securities and Exchange Commission. The Audit Committee also has approved, subject to stockholder ratification, the selection of Fox Chase Bancorp’s independent registered public accounting firm for the fiscal year ending December 31, 2013.

Audit Committee of the Board of Directors of

Fox Chase Bancorp, Inc.

Todd S. Benning, Chairman

Roger H. Ballou

Richard E. Bauer

Anthony A. Nichols, Sr.

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Audit Fees

The following table sets forth the fees billed to Fox Chase Bancorp for the years ended December 31, 2012 and 2011 by KPMG LLP.

	2012	2011
Audit Fees (1)	$398,000	$380,000
Audit Related Fees (2)	—	2,000
Tax Fees (3)	58,000	51,000
All Other Fees	—	—

_______________________________________

(1)Includes professional services rendered for the audit of Fox Chase Bancorp’s annual consolidated financial statements and review of consolidated financial statements included in Forms 10-Q, or services normally provided in connection with statutory and regulatory filings (i.e., attest services required by FDICIA or Section 404 of the Sarbanes-Oxley Act), including out-of-pocket expenses.

(2)Represents purchase from accountants of online research accounting tool.

(3)Represents services rendered for tax compliance, tax advice and tax planning, including the preparation of the annual tax returns and quarterly tax payments.

Policy on Pre-Approval of Audit and Permissible Non-Audit Services

The Audit Committee is responsible for appointing, setting the compensation and overseeing the work of the independent registered public accounting firm. In accordance with its charter, the Audit Committee approves, in advance, all audit and permissible non-audit services to be performed by the independent registered public accounting firm. Such approval process ensures that the independent registered public accounting firm does not provide any non-audit services to Fox Chase Bancorp that are prohibited by law or regulation.

In addition, the Audit Committee has established a policy regarding pre-approval of all audit and permissible non-audit services provided by the independent registered public accounting firm. Requests for services by the independent registered public accounting firm for compliance with the auditor services policy must be specific as to the particular services to be provided. The request may be made with respect to either specific services or a type of service for predictable or recurring services. During 2012 and 2011, all services were approved, in advance, by the Audit Committee in compliance with these procedures.

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STOCK OWNERSHIP

The following table provides information as of March 28, 2013 about the persons known to Fox Chase Bancorp to be the beneficial owners of more than 5% of its outstanding common stock. A person may be considered to beneficially own any shares of common stock over which he or she has, directly or indirectly, sole or shared voting or investing power.

Name and Address	Number of Shares Owned	Percent of Common Stock Outstanding (1)
Wellington Management Company, LLP (2) 280 Congress Street Boston, Massachusetts 02210	982,188	8.01%
Fox Chase Bank Employee Stock Ownership Plan (3) 4390 Davisville Road Hatboro, Pennsylvania 19040	904,945	7.38%
Castine Capital Management, LLC (4) One International Place, Suite 2401 Boston, Massachusetts 02110	876,883	7.15%
James F. Dierberg (5) Investors of America, Limited Partnership Indenture of Trust Establishing The Dierberg Foundation Dierberg Educational Foundation, Inc. 135 North Meramec Clayton, Missouri 63105	742,101	6.05%

________________________________

(1)Based on 12,260,172 shares of Fox Chase Bancorp’s common stock outstanding and entitled to vote as of March 28, 2013.

(2)Based on a Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2012.

(3)Based on a Schedule 13G/A filed with the Securities and Exchange Commission on February 12, 2013.

(4)Based on a Schedule 13G filed with the Securities and Exchange Commission on February 3, 2012.

(3)Based on a Schedule 13G filed with the Securities and Exchange Commission on February 13, 2013.  James F. Dierberg reported sole vesting and investment power over 742,101 shares, Investors of America, Limited Partnership reported sole voting and investment power over 672,101 shares, Indenture of Trust Establishing The Dierberg Foundation reported sole voting and investment power over 35,000 shares and Dierberg Educational Foundation, Inc. reported sole voting and investment power over 35,000 shares.

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The following table provides information about the shares of Fox Chase Bancorp common stock that may be considered to be owned by each director of Fox Chase Bancorp, each executive officer named in the summary compensation table and by all directors and executive officers of Fox Chase Bancorp as a group as of March 28, 2013.  A person may be considered to own any shares of common stock over which he or she has, directly or indirectly, sole or shared voting or investment power. Unless otherwise indicated, each of the named individuals has sole voting and investment power with respect to the shares shown. The number of shares beneficially owned by all directors and executive officers as a group totaled 10.13% of our common stock as of March 28, 2013. Each director and named executive officer owned less than 1% of our outstanding common stock as of that date, except for Messrs. Petro, Deacon and Holbrook, who owned 2.64%, 1.28% and 1.98%, respectively.

Name	Number of Shares Owned (1)	Number of Shares That May be Acquired Within 60 Days by Exercising Options	Total
Directors:
Roger H. Ballou	49,088	28,361	77,449
Richard E. Bauer	24,592	28,361	52,953
Todd S. Benning	49,173	28,361	77,534
Richard M. Eisenstaedt	39,289	28,361	67,650
Anthony A. Nichols, Sr.	29,715 (2)	28,361	58,076
Thomas M. Petro	168,511	159,034	327,545
RoseAnn B. Rosenthal	21,065	28,361	49,426
Named Executive Officers Who Are Not Also Directors:
Roger S. Deacon	112,028	45,215	157,243
Michael S. Fitzgerald	47,124	1,983	49,107
Jerry D. Holbrook	150,705 (3)	93,884	244,589
Randall J. McGarry	12,954	4,954	17,908
All Executive Officers and Directors as a Group (13 persons)	774,249	520,731	1,294,980

__________________________

(1)This column includes the following:

	Shares of Unvested Restricted Stock and Performance Awards Held in Trust Under Equity Incentive Plans	Shares Held Under the Amended and Restated Fox Chase Bank Executive Long-Term Incentive Plan	Shares Allocated Under the Fox Chase Bank Employee Stock Ownership Plan
Mr. Ballou	11,750	—	—
Mr. Bauer	11,750	—	—
Mr. Benning	11,750	—	—
Mr. Eisenstaedt	11,750	—	—
Mr. Nichols.	11,750	—	—
Mr. Petro	43,476	16,856	11,615
Ms. Rosenthal	13,033	—	—
Mr. Deacon	31,335	—	8,057
Mr. Holbrook	37,363	12,640	11,384
Mr. Fitzgerald	25,745	—	5,768
Mr. McGarry	8,455	—	3,170

(2)Includes 817 shares owned by Cymry Limited Partnership I.

(3)Includes 7,189 shares held by Mr. Holbrook’s spouse and 11,528 shares held in trust for Mr. Holbrook’s children.

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ITEMS TO BE VOTED ON BY STOCKHOLDERS

Item 1 — Election of Directors

The Company’s Board of Directors consists of seven members.  The Board is divided into three classes with three-year staggered terms, with approximately one-third of the directors elected each year.  The Board of Directors’ nominees for election this year, to serve for three-year terms or until their respective successors have been elected and qualified, are Richard M. Eisenstaedt and Anthony A. Nichols, Sr.  Each of the nominees are currently directors of Fox Chase Bancorp and Fox Chase Bank.

Unless you indicate on the proxy card that your shares should not be voted for certain nominees, the Board of Directors intends that the proxies solicited by it will be voted for the election of each of the Board’s nominees.  If any nominee is unable to serve, the persons named in the proxy card would vote your shares to approve the election of any substitute proposed by the Board of Directors.  At this time, we know of no reason why either nominee might be unable to serve.

The Board of Directors recommends that stockholders vote “FOR” the election of each nominee.

Information regarding the Board of Directors’ nominees and the directors continuing in office is provided below.  Unless otherwise stated, each individual has held his or her current occupation for the last five years.  The age indicated for each individual is as of December 31, 2012.  The indicated period of service as a director includes the period of service as a director of Fox Chase Bank.

Board Nominees for Terms Ending in 2016

Richard M. Eisenstaedtis a retired executive who served as the President of The Eastern University Foundation and General Counsel for Eastern University from July 2004 through December 2010.  Before joining Eastern University, Mr. Eisenstaedt retired as Vice President, General Counsel and Corporate Secretary for Triumph Group, Inc. (NYSE: TGI), an aerospace service and manufacturing company. Previously, he was General Counsel for Unisource Worldwide, Inc., a subsidiary of Alco Standard Corporation, and the largest independent paper merchant in the United States. Mr. Eisenstaedt graduated from Albany Law School and received a B.S. in Civil Engineering from Lehigh University. Age 67. Director since 2005.

As an attorney who advised a New York Stock Exchange-listed corporation, Mr. Eisenstaedt effectively provides the Board with the leadership necessary to assess governance and issues facing a public company. He also demonstrates a strong commitment to Fox Chase Bancorp’s local community through his ongoing corporate, professional, personal and civic associations.

Anthony A. Nichols, Sr.is Chairman Emeritus and Trustee of Brandywine Realty Trust (NYSE: BDN).  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 before its merger with Brandywine Realty Trust. 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 73.  Director since 2005.

Mr. Nichols’ background provides the Board of Directors with critical experience in certain real estate matters, which are essential to the business of Fox Chase Bancorp. He also is a strong advocate of Fox Chase Bancorp through his extensive civic and community involvement.

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Directors with Terms Ending in 2014

Todd S. Benningis a founding stockholder of Dunlap & Associates, PC, a full-service certified public accounting firm located in Chalfont, Pennsylvania. He serves as the firm’s Director of Taxation and has over twenty-five years of experience in public accounting. Mr. Benning earned a Master of Taxation degree from Villanova University and is a graduate of Geneva College where he earned degrees in Accounting and Business Administration. Age 52. Director since 2005.

As a founding stockholder of a certified public accounting firm, Mr. Benning provides the Board of Directors with critical experience regarding accounting matters and small company management and as a financial expert. He works extensively with companies within the region in which Fox Chase Bancorp conducts its business.

Thomas M. Petrohas 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 Trustee of Eastern University, St. David’s, Pennsylvania, and serves as the Chairman of the Audit Committee of the Board of Trustees. 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 54. Director since 2005.

Mr. Petro’s extensive experience in the local banking industry and involvement in business and civic organizations in the communities in which Fox Chase Bank serves provides the Board valuable insight regarding the business and operation of Fox Chase Bank. Mr. Petro’s knowledge of Fox Chase Bancorp’s and Fox Chase Bank’s business, combined with his strategic vision, position him well to serve as our President and Chief Executive Officer.

RoseAnn B. Rosenthalis President, Chief Executive Officer and a Director of Ben Franklin Technology Partners of Southeastern Pennsylvania, which invests and provides commercialization and business development services to technology firms and start-up companies. Ms. Rosenthal has over forty years of experience in business investment, regional planning and economic development. Before joining Ben Franklin Technology Partners, Ms. Rosenthal was Senior Vice President for Strategic Development at Philadelphia Industrial Development Corporation. Ms. Rosenthal received a B.A. from Temple University and, in 2007, was awarded an Honorary Ph.D. in Humane Letters from Philadelphia University.  She serves as an appointed member of the National Advisory Council for Innovation and Entrepreneurship and the Economic Advisory Council for the Federal Reserve Bank of Philadelphia, as well as on several regional non-profit boards and commissions.  Age 62. Director since 2008.

Ms. Rosenthal’s extensive experience with start-up companies and technology firms offers the Board of Directors substantial small company management experience, specifically within the region in which Fox Chase Bancorp conducts its business. Her involvement in local and governmental organizations has allowed Ms. Rosenthal to develop strong ties to the business community.

Directors with Terms Ending in 2015

Roger H. Ballouserved until January 2011 as the President and Chief Executive Officer and a director of CDI Corporation (NYSE: CDI), a company that offers engineering, information technology and professional staffing solutions. Before joining CDI, Mr. Ballou served as Chairman and Chief

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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. Before joining Alamo, for more than 16 years, he held several positions with American Express, culminating in his appointment as President of the Travel Services Group. Mr. Ballou is also 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 61. Director since 2005.

As a former President and Chief Executive Officer of a corporation listed on the New York Stock Exchange, Mr. Ballou provides the Board with extensive public company oversight and leadership experience. In addition, Mr. Ballou offers the Board of Directors significant business and management level experience including experience in the financial services industry.

Richard E. Baueris a retired Board member and Senior Vice President of Columbian Financial Group of Binghamton, New York, a nationwide provider of life insurance products. Mr. Bauer previously served as Chairman and Chief Executive Officer of The Philanthropic Insurance Companies before its 2006 merger with Columbian Financial Group. Mr. Bauer has also served as an executive officer of several banking institutions, most notably PNC Bank. He is currently a Board member of Waverly Heights, a five-star continuing care retirement community located in Gladwyne, Pennsylvania.  Mr. Bauer graduated from Muhlenberg College with a B.A. in Psychology. He is a graduate of the Stonier Graduate School of Banking and the Harvard Graduate School of Business Advanced Management Program. Age 69. Director since 2005.

Mr. Bauer’s insurance background provides the Board of Directors with substantial management and leadership experience with respect to an industry that complements the financial services provided by Fox Chase Bancorp. He also is a strong advocate of Fox Chase Bancorp through his civic and community involvement.

Item 2 — Ratification of Independent Registered Public Accounting Firm

The Audit Committee of the Board of Directors has appointed KPMG LLP to be Fox Chase Bancorp’s independent auditors for the 2013 fiscal year, subject to ratification by stockholders. A representative of KPMG LLP is expected to be present at the annual meeting to respond to appropriate questions from stockholders and will have the opportunity to make a statement should he or she desire to do so.If the ratification of the appointment of the independent auditors is not approved by a majority of the votes cast by stockholders at the annual meeting, the Audit Committee will consider other independent auditors.

The Board of Directors recommends that stockholders vote “FOR” the ratification of the appointment of independent auditors.

Item 3 — Advisory Vote on Executive Compensation

At last year’s annual meeting, we provided our stockholders with the opportunity to cast an advisory vote regarding the compensation of our named executive officers as disclosed in the proxy statement for the 2012 annual meeting of stockholders.  At our 2012 annual meeting, our stockholders overwhelmingly approved the proposal, with 96.7% of the votes cast voting in favor of the proposal. In 2011, we asked our stockholders to indicate if we should hold a “say-on-pay” vote every one, two or three years. Consistent with the recommendation of our Board of Directors, our stockholders indicated by advisory vote their preference to hold a say-on-pay vote annually.  After consideration of the voting results, and based upon its prior recommendation, our Board of Directors elected to hold a stockholder “say-on-pay” vote annually.  Accordingly, this year we are providing stockholders the opportunity to

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endorse or not endorse the Company’s executive pay program and policies through the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion contained in the 2013 proxy statement is hereby approved.”

As described in detail in the “Compensation Discussion and Analysis” section of this proxy statement, our goal is to drive sustainable increases in the value of the Company and the Bank by profitably serving an expanding base of satisfied clients. Our competitive advantage is the caliber of our people, who deliver exceptional service to our clients and dynamically align business processes to deliver what clients care about most. Our people-driven strategy demands that we attract, develop and retain a highly competent team while aligning compensation with business results.

We believe our executive compensation program has been highly effective in aligning the interests of our executives with our stockholders over both a short- and long-term time horizon. Our executive officers receive base compensation that is competitive with their peers and reflects their considerable experience and are also provided with the opportunity to receive cash and equity incentive awards that reflect the achievement of specific corporate and strategic goals.  We balance this opportunity by selecting metrics that measure our performance relative to our peers in both financial results and operational effectiveness. We believe the success of our executive compensation program is evident in our performance. The Company has relied on the strength of our executive management team to manage through a difficult economic environment.

We urge stockholders to read the “Compensation Discussion and Analysis” and the related narrative and tabular disclosure that follow it.  The “Compensation Discussion and Analysis” provides detailed information regarding our executive compensation program, policy and processes, as well as the compensation of our named executive officers.

This advisory vote on the compensation of our named executive officers is not binding on us, our Board or the Compensation Committee. However, our Board and the Compensation Committee will review and consider the outcome of this advisory vote when making future compensation decisions for our named executive officers.

The Board of Directors recommends that stockholders vote “FOR” the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and related narrative discussion contained in this proxy statement.

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REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis that is required by the rules established by the Securities and Exchange Commission. Based on such review and discussions, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement. See “Compensation Discussion and Analysis.”

Compensation Committee of the Board of Directors of

Fox Chase Bancorp, Inc.

Roger H. Ballou, Chairman

Richard E. Bauer

Todd S. Benning

RoseAnn B. Rosenthal

COMPENSATION DISCUSSION AND ANALYSIS

Overview

The following discussion provides an overview and analysis of our Compensation Committee’s philosophy and objectives in designing compensation programs, as well as the compensation determinations and the rationale for those determinations relating to Thomas M. Petro - Chief Executive Officer, Jerry D. Holbrook - Chief Operating Officer, Roger S. Deacon - Chief Financial Officer, Michael S. Fitzgerald - Chief Lending Officer and Randall J. McGarry - Chief Information Officer (collectively referred to in this proxy statement as our “named executive officers”).

This discussion should be read together with the compensation tables for our named executive officers located in this proxy statement following this discussion.

Executive Summary

It is the intent of the Compensation Committee to provide our named executive officers with a total compensation package that is market competitive, promotes the achievement of our strategic objectives and is aligned with operating and other performance metrics to support long-term stockholder value.  In addition, we have structured our executive compensation program to include elements that are intended to create an appropriate balance between risk and reward, thereby discouraging excessive risk taking.

Fiscal Year 2012 Performance

During 2012, we continued to emphasize our commercial business strategy and our focus on profitability.  The efforts of our management team resulted in:

·Increased commercial loan growth. During 2012, our commercial loan portfolio increased by $66.3 million, or 15.1%.  The increase was due to an increase in multi-family and commercial real estate loans of $55.9 million, commercial and industrial loans of $6.0 million and commercial construction loans of $4.4 million.  The commercial portfolio now represents 73% of the total loan portfolio compared to 18% at December 31, 2006.

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·Momentum in our key metrics.  Return on assets increased from 0.45% for 2011 to 0.50% for 2012, net interest margin increased from 3.02% for 2011 to 3.21% for 2012 while our efficiency ratio remained relatively stable at 64.3% for 2012 compared to 63.1% for 2011.

·Achievement of our strategic objectives.  Growth in our commercial loan portfolio and the development of strong commercial relationships resulted in:  (1) an increase in the average balance of non-interest bearing deposits for 2012 to $107.1 million, or 18.4%, from $90.5 million for 2011; (2) an increase in commercial deposits of 30% to $108.8 million at December 31, 2012 compared to $83.7 million at December 31, 2011; and (3) an increase in core deposits, which represented 55% of deposits at December 31, 2012.

Compensation Actions for 2012

In light of the Company’s financial performance and management’s role in accomplishing certain corporate objectives, the Compensation Committee took the following actions with respect to the compensation and benefits programs for our named executive officers:

·The Compensation Committee considered the responsibility, experience, contributions and performance of each named executive officer, their value in the market place and their role in our future success and determined that, Messrs. Deacon and Fitzgerald’s base salaries would be increased to $200,000 and $205,000 effective March 1, 2013.  The base pay for our named executive officers is generally commensurate with the median salaries paid to similarly situated executives in our peer group.  See “—Our Peer Group” for a list of the financial institutions that make up our peer group.

·Our management team continued to add long term value to our Company in 2012 through its commitment to our strategic objectives, growth in our commercial loan portfolio and the maintenance of solid profit and efficiency ratios.  As a result, our Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Chief Lending Officer each earned a cash incentive under our 2012 Executive Incentive Compensation Plan.  See “—2012 Executive Incentive Compensation Plan” for information on Company and individual performance measures and “Executive Compensation—Summary Compensation Table” for the actual 2012 plan payouts.  Our Chief Information Officer does not participate in the 2012 Executive Incentive Compensation Plan but was paid a discretionary bonus of $37,500 for 2012 performance.

·In October 2012, the Compensation Committee reviewed the employment agreements for Messrs. Petro, Holbrook, Deacon and Fitzgerald and extended each agreement through October 1, 2015.  See “Executive Compensation—Employment Agreements” for a description of the agreements.  In addition, the Compensation Committee renewed Mr. McGarry’s one-year change in control agreement through October 1, 2015.  See “Executive Compensation—Potential Post-Termination Payments” for information on Mr. McGarry’s change in control agreement.

·In support of our pay for performance approach and our goal to align the interests of our executives and stockholders, the Compensation Committee awarded our named executive officers stock option grants, restricted stock awards and performance awards under the 2011 Equity Incentive Plan.  See “—Long-Term Equity-Based Incentives” for the terms and conditions of the 2012 equity awards.  See also “Executive Compensation—Grant of

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Plan-Based Awards” for detailed information on the individual equity awards granted to our named executive officers in 2012.

·All of our compensation benefit plans and arrangements continue to be subject to our Sound Incentive Compensation Policy, which sets forth our commitment to maintain compensation practices and procedures that do not encourage excessive risk taking.

Our Philosophy on Executive Compensation

Our goal is to drive sustainable increases in the value of Fox Chase Bancorp by profitably serving an expanding base of satisfied clients. Our competitive advantage is the caliber of our people. It is people who deliver exceptional care to our clients and dynamically align businesses processes to deliver what clients care about most.  Our people-driven strategy demands that we attract, develop and retain a highly competent team while aligning compensation with business results.

Within this context, the three major objectives for our executive compensation program are:

·Alignment: Link executive compensation with increases in stockholder value and align stockholder and executive interests by requiring meaningful executive stock ownership levels.

·Motivation: Motivate executives to be accountable for achievement of our strategic and financial objectives.

·Retention and Attraction: Retain and attract senior executives, as well as other management personnel.

To achieve these objectives, we have structured compensation and benefit programs that provide our named executive officers with the following:

·Salary levels and merit salary increases that reflect position responsibilities, competitive market rates, strategic importance of the position and individual performance.

·Annual cash incentive (i.e., bonus) payments that are based on Fox Chase Bancorp’s annual financial performance as defined by the Compensation Committee and approved by the Board and achievement of certain strategic non-financial performance objectives. The Fox Chase Bank 2012 Executive Incentive Compensation Plan (the “EICP”) sets forth the performance criteria established by the Compensation Committee.  Under the terms of the EICP, the Compensation Committee has discretion over the EICP payouts.  The Compensation Committee may exercise discretion as needed to reflect the business environment and market conditions that may impact financial performance and plan funding.

·Long-term equity-based incentives that reward outstanding performance with incentives that focus our management team on creating stockholder value over the long term.  By increasing the equity holdings of our named executive officers, we provide them with a continuing stake in our long-term success.  The Fox Chase Bancorp, Inc. 2007 Equity Incentive Plan and 2011 Equity Incentive Plan provide the Compensation Committee with the tools to support the Company’s pay for performance philosophy.

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·Benefit programs that provide our executives with access to health and welfare benefits. In addition, our named executive officers are eligible to participate in our 401(k) plan and employee stock ownership plan.  Our benefit programs are designed to be competitive with our peers.

·Employment agreements that assure stability in management and provide market-based competitive change in control protection in a consolidating industry.

The various elements of the total compensation package for our named executive officers are designed to achieve different specific purposes, which are complementary, including: motivating appropriate behavior; rewarding different aspects of corporate or individual performance; and attracting and retaining the talent needed to successfully lead Fox Chase Bancorp and maximize stockholder value.

Our executive compensation philosophy is implemented through compensation programs based on the following guiding principles:

·Pay for Performance: The following key elements are ways we intend to link pay to performance:

·Emphasis on Motivation: Pay is used to motivate management to focus on key financial and strategic goals by providing pay for outstanding annual and long-term performance.

·Performance Management: Performance assessment criteria for each executive are clearly communicated each year and are consistent with areas of performance identified by the Board.

·Controllability: Financial performance measures that management has the ability to impact and influence are used in the annual incentive plan and the long-term incentive program.

·Differentiation: Pay is managed to ensure that compensation varies to reflect different levels of performance.

·Performance Measures and Measurement: Performance measurement is a critical component of our compensation philosophy. For annual incentive payments, financial and non-financial performance measures are used to vary pay for individual executives.

·Financial Measures:  The Board establishes financial objectives through both longer-term strategic plans and annual profit plans.

·Individual Measures:  Assessment versus pre-established individual performance expectations for:

·Financial and strategic non-financial goals and objectives to drive earnings growth, value creation and execution;

·Financial and operational controls that maintain prudent risk management practices; and

·Goals and objectives to promote the development of human capital, instill our core values and create a results-oriented environment.

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·Competitive Framework: We compare our management compensation levels with the compensation paid to comparable executives for a selected peer group.

·Pay Positioning: The total compensation (base salary, annual incentive, long-term incentives) and benefits package for our named executive officers are positioned around median competitive levels, taking into account the relative responsibilities of our named executive officers. Actual total compensation in any given year may be above or below the target level based on individual and corporate performance.  In 2012, the Compensation Committee utilized an internal competitive pay analysis that assisted the committee in its assessment of each named executive officer’s total cash compensation as compared to our peers.  See “—Our Peer Group” for information on the financial institutions that make up our peer group.

·Decision-Making Authority: Decision-making for our compensation program is shared among the Board, the Compensation Committee, the Chief Executive Officer and the Human Resources Director. The Board approves compensation for the Chief Executive Officer and the Compensation Committee approves compensation for other senior executive officers, after reviewing recommendations provided by the Chief Executive Officer and the Human Resources Director.

·Communication: Full communication of our compensation philosophy, annual and long-term incentive program design and the goal-setting process is necessary to achieve program objectives. The Compensation Committee communicates its annual incentive program through the EICP and individual performance scorecards.  Long-term incentives (e.g. equity awards) are communicated to the named executive officers through plan documents and award agreements.  Full communication before and during defined performance periods:

·Allows executives to understand how their performance is evaluated and how their compensation is determined;

·Demonstrates the alignment between compensation and strategic business initiatives and creating stockholder value; and

·Ensures accountability of all executives for individual and group performance.

The Role of the Compensation Committee in Determining Executive Compensation

Compensation for the named executive officers is determined under programs reviewed and approved by the Compensation Committee and reported to the Board of Directors. The Compensation Committee approves all executive officer salary adjustments and annual and long-term incentive awards. With respect to the Chief Executive Officer’s annual performance review, the Compensation Committee recommends salary levels and annual and long-term incentive awards, which are then ratified by the Board. The Compensation Committee also oversees Fox Chase Bancorp’s employee benefit plans and assesses executive performance results in determining awards under any other annual and long-term incentive plan.  Additionally, the Compensation Committee approves executive employment or severance agreements, except for the Chief Executive Officer, whose agreement is approved by the Board.  Finally, the Compensation Committee reviews compensation arrangements for the independent directors and makes recommendations to the full Board of Directors, as appropriate.

The Compensation Committee operates under a written charter that establishes the Compensation Committee’s responsibilities. The Compensation Committee reviews the Charter annually and reports any

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changes to the Board of Directors.  The Nominating and Governance Committee reviews these changes as well to ensure that the scope of the Charter is consistent with the Compensation Committee’s role. Under the Charter, the Compensation Committee is charged with general responsibility for the oversight and administration of our compensation program. The Charter also authorizes the Compensation Committee to engage consultants and other professionals without management approval to the extent deemed necessary to discharge its responsibilities.

Compensation Consultants

The Compensation Committee did not engage a compensation consultant in 2012.

Role of Management

Our Chief Executive Officer and Human Resources Director develop recommendations regarding the appropriate mix and level of compensation for our management team and then review such recommendations with the Compensation Committee.  The recommendations consider the objectives of our compensation philosophy and the range of compensation programs authorized by the Compensation Committee.  Our Chief Executive Officer meets with the Compensation Committee to discuss the compensation recommendations for the named executive officers. The Chief Executive Officer does not participate in Compensation Committee discussions relating to the determination of his compensation.  During 2012, management prepared a competitive pay analysis to assist the Compensation Committee in evaluating the total cash compensation of our named executive officers as compared to our peers.  Data for the pay analysis was obtained from the Equillar Proxy Database.  Management also reviewed the 2011 peer group and adjusted the peer group for 2012 to omit those institutions that are no longer publically traded or have merged with another financial institution.

Our Peer Group

Our 2012 peer group consists of fifteen publicly traded commercial banks or thrift institutions with assets ranging between $650 million and $4.0 billion.  Generally, the financial institutions have headquarters located in Pennsylvania, New Jersey or Delaware within 100 miles of our company headquarters.

Bancorp, Inc.	OceanFirst Financial Corp.
Bryn Mawr Bank Corporation	Parke Bancorp, Inc.
Cape Bancorp, Inc.	Peapack-Gladstone Financial Corporation
Center Bancorp, Inc.	Republic First Bancorp, Inc.
ESSA Bancorp, Inc.	Roma Financial Corporation (MHC)
Kearny Financial Corp, (MHC)	TF Financial Corporation
Malvern Bancorp, Inc.	Univest Corporation of Pennsylvania
Northfield Bancorp, Inc.

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Base Salaries

In general, we target base salaries around the median competitive level relative to comparable positions in our peer group taking into account the comparative responsibilities, internal pay equity and performance of the executive officers involved. Where the responsibilities of executive positions at Fox Chase Bancorp are different from those typically found among other banks, or where executives are new to their responsibilities or play a particularly critical role at Fox Chase Bancorp, base salaries may be targeted above or below median competitive levels.  The Compensation Committee used a Competitive Pay Analysis prepared internally using data from external sources to evaluate base salaries for our named executive officers.  See “—Our Peer Group” for information on peer institutions.

2012 Executive Incentive Compensation Plan

The objectives of the EICP include, but are not limited to:

·Focusing executive attention on key business metrics that support our business strategy;

·Aligning pay with Company and individual performance; and

·Motivating participants to achieve specific, measurable objectives that are aligned with our key business objectives.

We maintain the EICP to recognize and reward participants with cash incentives upon the attainment of specific financial goals and individual performance goals as established each plan year by the Compensation Committee. Under the EICP, each participant has a target incentive opportunity based on competitive market practice for his role (see chart below for the 2012 cash incentive opportunities). Each incentive opportunity reflects a percentage of base salary and is determined on a basis that is consistent with competitive market practices. Actual awards may range from 0% of target (not achieving minimal performance) to 150% of target (for exceptional performance). Incentives for all participants are generally based on a combination of the performance of Fox Chase Bancorp and individual performance (collectively the “Performance Measures”).

The cash incentive opportunities noted below are shown as a percentage of base salary. See “Summary Compensation Table” for the 2012 base salaries and the actual 2012 payouts under the EICP.

	EICP Incentive Opportunities
Role	Below Threshold	Threshold (50% of Target)	Target (100%)	Stretch (1) (150% of Target)
Chief Executive Officer	0%	17.5%	35.0%	52.5%
Chief Operating Officer	0	17.5	35.0	52.5
Chief Financial Officer	0	15.0	30.0	45.0
Chief Lending Officer	0	15.0	30.0	45.0

____________

(1)To achieve stretch payouts, Fox Chase Bancorp must first achieve a predefined threshold level of net income.

Fox Chase Bancorp Performance Measures

To focus all EICP participants on our overall success, each participant’s performance is measured relative to their contribution to the achievement of the Performance Measures. Management monitors the progress of such performance measures on a quarterly basis and reviews the results with the Compensation Committee.

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As noted in the chart below, the Long-Term Value of the performance measure is completely discretionary. The Compensation Committee looks at the following factors to evaluate this performance measure:

1.Making sound and prudent financial/strategic choices about capital deployment.

2.Hiring, developing and retaining a motivated and efficient staff.

3.Building high quality earnings.

4.Making good judgments about risk and pricing of products.

The weight given to the achievement of the various Performance Measures is noted below, however, the Compensation Committee can use its discretion to determine whether full weight or partial weight should be given for the specific performance measures.

Performance Measure	2012 Performance Goals Threshold/Target/Stretch	CEO	COO	CFO	CLO
Long-Term Value of Company	Committee discretion	30%	20%	20%	15%
Achieve Profit Plan Objectives		35%	20%	20%	25%
Core Net Income	$4.2m/$5.2m/$5.7m
Earnings Per Share	$0.45
Core Tangible Book Value Per Share	$14.41
Increases in Net Interest Income	(0.8%)
Limit Increase in Core Non-Interest Expense	Less than 6.2%
Core ROA	0.51%
Core ROE	3.12%
Non-performing Assets to Total Assets Ratio	Performance relative to peers
Drive Efficiency		10%	15%	30%	—
Efficiency ratio	67.6%
Net Interest Margin	3.12%
Achieve Targeted Deposit Growth		10%	10%	—	—
Average Core Deposits/Total	>55.9%
Achieve Targeted Loan/Fee Growth		15%	—	—	25%
Average Commercial Loans	$441m
Loan Production (new commitments)	$157m
Loans Receivable on New Production	$116m
Commercial Loans Growth	$12.1m
Loan Fees Collected	$1.2m
Individual Measures	See below	—	35%	30%	35%

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Individual Performance Measures

In addition to the Performance Measures above, each EICP participant has subjective individual performance measures that reflect required contributions specific to their functional area. The Compensation Committee, in its sole discretion, determines whether a participant has achieved his individual performance measures for the 2012 fiscal year.

The 2012 Individual Performance Measures are as follows:

Role	Individual Performance Measures
Chief Executive Officer	None
Chief Operating Officer	Reduce non-performing loans, improve operating efficiencies, credit/asset quality
Chief Financial Officer	Maintain internal control environment, improve operating efficiencies
Chief Lending Officer	Maintain credit/asset quality, achieve cash management fee objectives and achieve loan production goals

The following chart shows how each participant’s incentive opportunity is allocated based on the Compensation Committee’s evaluation of their contribution to the achievement of the Fox Chase Bancorp Performance Measures and each participant’s individual performance measures. The Compensation Committee has full discretion in determining the weight given to a specific individual performance measure.

Position	Fox Chase BancorpPerformance Measures	IndividualPerformance Measures
Chief Executive Officer	100%	0%
Chief Operating Officer	65	35
Chief Financial Officer	70	30
Chief Lending Officer	65	35

The EICP may be adjusted for extraordinary items at the discretion of the Compensation Committee with Board approval.  EICP payouts are capped for any one performance measure at target levels if the Company does not achieve at least 80% of its target net income.  All payouts under the 2012 Plan are subject to the Company’s clawback policy.

Long-Term Equity-Based Incentives; Timing Issues and Grant Practices

We currently maintain the 2007 Equity Incentive Plan and the 2011 Equity Incentive Plan for the purpose of granting equity awards to eligible plan participants. We utilize our equity incentive plans to align the interests of our named executive officers with our stockholders and focus our executives on long-term sustained performance through the grant of annual equity awards.  The Compensation Committee determines grant dates and the stock option exercise prices after carefully considering our timing of earnings releases and/or other material nonpublic information to ensure that there is no manipulation of the market to the executive’s benefit. The Compensation Committee’s decisions are reviewed and ratified by the full Board of Directors. Similarly, we never time the release of material nonpublic information to affect the value of executive compensation. In general, the release of such

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information reflects established timetables for the disclosure of material nonpublic information such as earnings reports or, with respect to other events reportable under federal securities laws, the applicable requirements of such laws with respect to timing of disclosure.  In accordance with the equity incentive plans, options are granted at an exercise price equal to the closing price of our common stock on the Nasdaq Stock Market on the date of grant.

The terms and conditions of each equity award granted to our named executive officers in 2012 are determined in accordance with the applicable provisions of our 2011 Equity Incentive Plan.  The Compensation Committee has structured our current equity program to include the grant of non-statutory stock options, performance shares and restricted shares.  In 2012, all of our named executive officers received a non-statutory stock option grant and a restricted stock award that vest ratably over a five-year period.  In addition, our named executive officers received a performance award that vests as follows: 50% on the third anniversary of the date of grant, 25% on the fourth anniversary of the date of grant and 25% on the fifth anniversary date of the grant, in each case subject to the achievement of certain performance metrics.  If such performance metrics have not been satisfied as of such dates, the awards will be forfeited.  See “Executive Compensation–Grants of Plan-Based Awards” for specific information on equity awards made to our named executive officers in 2012.

Employment Agreements and Change in Control Agreement

We currently maintain an employment agreement with Messrs. Petro, Holbrook, Deacon and Fitzgerald.  The agreements will expire in October 2015, unless otherwise terminated or extended.  The agreements may be renewed annually in connection with each executive’s performance review for an additional year so that the term remains fixed at three years.  Our decision to extend the term of an agreement with a named executive officer is discretionary and reflects our evaluation of the executive’s role in the Company and his overall performance.  Our agreements with our named executive officers assist us in attracting and retaining top talent and reflect best practices.  The employment agreements outline the terms and conditions of each executive’s employment, and provide certain financial protection in the event of a change in control.  See “Executive Compensation—Employment Agreements” for additional information on these arrangements.

Fox Chase Bancorp and Fox Chase Bank maintain a 36-month change in control agreement with Randall J. McGarry.  The Board of Directors of Fox Chase Bank may renew the term of the agreement each year for an additional year so that the term of the agreement remains 36 months.  The purpose of the agreement is to provide Mr. McGarry with a severance payment in the event his employment is terminated in connection with a change in control (as defined in the agreement).  During the period in which Mr. McGarry is receiving his severance benefit, he will be subject to non-compete and non-solicitation provisions that are included in the change in control agreement.

Executive Perquisites

Fox Chase Bancorp does not provide named executive officers with any perquisites.

Tax and Accounting Considerations

In consultation with our advisors, we evaluate the tax and accounting treatment of each of our compensation programs at the time of adoption and annually to ensure that we understand the financial impact of each program on Fox Chase Bancorp and its subsidiaries. Our analysis includes a review of recently adopted and pending changes in tax and accounting requirements.

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Stock Ownership Guidelines

We maintain stock ownership guidelines for the named executive officers and members of our Board of Directors. The guidelines state that each non-employee member of the Board of Directors must obtain ownership levels in Fox Chase Bancorp equal to three times their annual retainer. Our Chief Executive Officer is required to acquire stock ownership levels equal to four times his base salary. The remaining named executive officers must acquire stock ownership levels of two times their base salaries. These guidelines were approved in 2007 and all executives must achieve the necessary levels of stock ownership by December 31, 2012 or within five years of their date of hire. If ownership levels are not achieved, the Compensation Committee may elect to divert future cash compensation to some form of equity-based compensation.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table provides information concerning total compensation earned or paid to Fox Chase Bancorp’s principal executive officer, principal financial officer and three other most highly compensated executives. These five officers are referred to as the “named executive officers” in this document.

						Non-Equity
				Stock	Option	Incentive Plan	All Other
Name and Principal Position	Year	Salary	Bonus	Awards (1)	Awards (2)	Compensation (3)	Compensation (4)	Total
Thomas M. Petro	2012	$347,212	$    —	$157,320	$97,900	$116,000	$37,440	$755,872
President and Chief	2011	342,621	—	102,911	82,388	117,000	27,957	672,877
Executive Officer	2010	327,815	—	—	—	120,000	22,757	470,572
Jerry D. Holbrook	2012	239,436	—	144,210	64,080	83,000	37,436	568,162
Executive Vice President	2011	235,934	—	60,067	48,091	85,000	32,040	461,132
and Chief Operating Officer	2010	223,877	—	—	—	77,500	25,379	326,756
Roger S. Deacon	2012	187,585	—	117,990	53,400	61,000	36,509	456,484
Executive Vice President	2011	184,999	—	42,894	34,351	67,000	31,140	360,384
and Chief Financial Officer	2010	174,937	—	—	—	65,500	21,005	261,442
Michael S. Fitzgerald	2012	186,385	—	52,440	21,360	70,000	35,438	365,623
Executive Vice President	2011	179,241	—	117,978	13,226	61,000	27,683	399,128
and Chief Lending Officer	2010	175,000	—	75,812	—	40,250	19,826	310,888
Randall J. McGarry(5)	2012	176,327	37,500	39,330	17,800	—	30,128	301,085
Senior Vice President and	2011	172,798	25,000	15,909	12,743	—	23,905	250,355
Chief Information Officer	2010	68,654	10,000	29,010	23,760	—	915	132,339

___________________________________

(1)These amounts reflect the aggregate grant date fair value for outstanding restricted stock awards and performance awards granted during the year indicated, computed in accordance with FASB ASC Topic 718. The amounts were calculated assuming that all performance conditions have been satisfied and based on Fox Chase Bancorp’s stock price as of the date of grant, which was $13.11 for the grants in 2012, $12.39 for the grants in 2011 (except for $12.94 for 7,840 shares of restricted stock granted to Mr. Fitzgerald on March 1, 2011), and $9.67 for grants in 2010. When shares become vested and are distributed from the trust in which they are held, the recipient will also receive an amount equal to accumulated cash and stock dividends (if any) paid with respect thereto, plus earnings thereon.

(2)These amounts reflect the aggregate grant date fair value for outstanding stock option awards granted during the year indicated, computed in accordance with FASB ASC Topic 718, based on a value of $3.56 per option for the grants in 2012, $3.38 per option for the grants in 2011 and $2.97 per option for the grant in 2010.  For information on the assumptions used to compute the fair value, see note 10 to the consolidated financial statements. The actual value, if any, realized by an executive officer from any option will depend on the extent to which the market value of the common stock exceeds the exercise price of the option on the date the option is exercised. Accordingly, the value realized by an executive officer may not be at or near the value estimated above.

(3)Represents payments made pursuant to Fox Chase Bank’s Executive Incentive Compensation Plan. Awards earned during 2012 were paid in March 2013.

(4)Details of the amounts reported in the “All Other Compensation” column for 2012 are provided in the table below. The table excludes perquisites, which did not exceed $10,000 in the aggregate for each named executive officer.

	Mr.Petro	Mr. Holbrook	Mr.Deacon	Mr. Fitzgerald	Mr. McGarry
Market value of ESOP contributions	$ 32,441	$ 32,441	$ 32,436	$ 32,006	$ 26,102
Employer contributions to 401(k) plan	4,999	4,995	4,073	3,432	4,026

(5)Mr. McGarry was employed by Fox Chase Bank as Senior Vice President and Chief Information Officer on August 2, 2010.  Accordingly, no compensation is presented before that date.

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Employment Agreements

Fox Chase Bancorp and Fox Chase Bank maintain an employment agreement with each of Thomas M. Petro, Jerry D. Holbrook, Roger S. Deacon and Michael S. Fitzgerald. The employment agreements each have an initial term of three years and may be renewed by the Board of Directors following a review of the executive’s performance for an additional year so that the remaining term will be three years.  The Board of Directors has approved an extension of each executive’s employment agreement through October 1, 2015.  The employment agreements provide for a base salary and, among other things, participation in discretionary bonuses or other incentive compensation provided to senior management, and participation in stock benefit plans and other fringe benefits applicable to executive personnel. 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.

See “—Potential Post-Termination Benefits” for a discussion of the benefits and payments each executive may receive under his employment agreement upon his termination of employment.

Grants of Plan-Based Awards

The following table provides information concerning our grants of plan-based awards for the named executive officers during 2012 under the Fox Chase Bank Executive Incentive Compensation Plan and the Fox Chase Bancorp, Inc. 2011 Equity Incentive Plan.

								Grant Date
		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)			Number of  Shares of Stock or	Number of Securities Underlying	Exercise or Base Price of Option	Fair Value of Stock and Option
Name	Grant Date	Threshold	Target	Maximum	Units	Options (2)	Awards	Awards (3)
Thomas M. Petro	—	$ 60,375	$ 120,750	$ 181,125	—	—	$     —	$       —
	5/10/2012	—	—	—	—	27,500	13.11	97,900
	5/10/2012	—	—	—	6,000 (4)	—	—	78,660
	5/10/2012	—	—	—	6,000 (5)	—	—	78,660
Jerry D. Holbrook	—	41,650	83,300	124,950	—	—	—	—
	5/10/2012	—	—	—	—	18,000	13.11	64,080
	5/10/2012	—	—	—	5,500 (4)	—	—	72,105
	5/10/2012	—	—	—	5,500 (5)	—	—	72,105
Roger S. Deacon	—	28,050	56,100	84,150	—	—	—	—
	5/10/2012	—	—	—	—	15,000	13.11	53,400
	5/10/2012	—	—	—	4,500 (4)	—	—	58,995
	5/10/2012	—	—	—	4,500 (5)	—	—	58,995
Michael S. Fitzgerald	—	28,050	56,100	84,150	—	—	—	—
	5/10/2012	—	—	—	—	6,000	13.11	21,360
	5/10/2012	—	—	—	2,000 (4)	—	—	26,220
	5/10/2012	—	—	—	2,000 (5)	—	—	26,220
Randall J. McGarry	5/10/2012	—	—	—	—	5,000	13.11	17,800
	5/10/2012	—	—	—	1,500 (4)	—	—	19,665
	5/10/2012	—	—	—	1,500 (5)	—	—	19,665

_______________________

(1)These columns show the possible payouts for each named executive officer (except for Mr. McGarry, who did not participate in the plan) under Fox Chase Bank’s Executive Incentive Compensation Plan. See “Summary Compensation Table” for actual non-equity incentive plan awards earned in 2012.

(2)Vest in five equal annual installments beginning on the first anniversary of the date of grant.

(footnotes continue on next page)

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(3)Sets forth the grant date fair value of stock awards computed in accordance with FASB ASC Topic 718. The grant date fair value of all stock awards is equal to the number of awards multiplied by $13.11, the closing price for Fox Chase Bancorp’s common stock on the date of grant.  With respect to the performance awards, the calculations assume that all performance conditions have been satisfied.  Also reflects the aggregate grant date fair value for stock options in accordance with FASB ASC Topic 718.  The amounts were based on a fair value for each option of $3.56 using the Black-Scholes option pricing model.

(4)Vest in five equal annual installments beginning on the first anniversary of the date of grant.

(5)Vests as follows:  50% on the third anniversary of the date of grant; and 25% on each of the fourth and fifth anniversaries of the date of grant, subject to the achievement of certain performance metrics.  If such performance metrics have not been satisfied, such award shares will be forfeited.

2011 Equity Incentive Plan.  Fox Chase Bancorp maintains the 2011 Equity Incentive Plan to further its commitment to performance-based compensation and to provide participants with an opportunity to have an equity interest in the Company.  The plan is administered by the Compensation Committee of the Board of Directors of Fox Chase Bancorp.  The Compensation Committee has the authority to grant stock options, restricted stock awards and performance shares to employees and directors of Fox Chase Bank and Fox Chase Bancorp.  Additional information on the Fox Chase Bancorp equity award program is set forth in the “Compensation Discussion and Analysis” section of this proxy statement.

2012 Executive Incentive Compensation Plan.  The Fox Chase Bank 2012 Executive Incentive Compensation Plan is designed to recognize and reward executives with cash incentives for their individual and collective contributions to the success of the Fox Chase Bank.  See “Compensation Discussion and Analysis—2012 Executive Incentive Compensation Plan” for detailed information on the plan and the Company and individual performance measures used by the Compensation Committee to determine payouts under the plan.

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Outstanding Equity Awards at Fiscal Year End

The following table provides information concerning unexercised options and stock awards that have not vested for each named executive officer outstanding as of December 31, 2012.

Name	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised OptionsUnexercisable (1)	Option Exercise Price	Option Expiration Date	Number of Restricted Shares or Units of Stock That Have Not Vested (1)	Market Value of Restricted Shares or Units of Stock That Have Not Vested (2)
Thomas M. Petro	—	27,500	$  13.11	05/10/2022	19,476	$  324,275
	138,996	—	11.58	08/31/2017	—	—
	7,248	4,834	8.22	02/27/2019	—	—
	4,875	19,500	12.39	08/22/2021	—	—
Jerry D. Holbrook	—	18,000	13.11	05/10/2022	15,363	255,794
	80,190	—	11.58	08/31/2017	—	—
	5,436	3,626	8.22	02/27/2019	—	—
	2,846	11,382	12.39	08/22/2021	—	—
Roger S. Deacon	—	15,000	13.11	05/10/2022	15,774	262,637
	11,762	—	11.58	08/31/2017	—
	9,410	2,352	10.68	03/03/2018	—
	12,493	8,330	8.22	02/27/2019	—
	2,033	8,130	12.39	08/22/2021	—
Michael S. Fitzgerald	—	6,000	13.11	05/10/2022	19,313	321,561
	783	3,130	12.39	08/22/2021	—
Randall J. McGarry	—	5,000	13.11	05/10/2022	5,956	99,167
	3,200	4,800	9.67	08/02/2020	—	—
	754	3,016	12.39	08/22/2021	—	—

_______________________________________

(1)	Represents awards that vest in five equal annual installments beginning one year from the date of grant but have not yet vested.
(2)	Based upon Fox Chase Bancorp’s closing stock price of $16.65 on December 31, 2012.

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Stock Vested

The following table provides information concerning the vesting of stock awards for each named executive officer, on an aggregate basis, during 2012.  No stock options were exercised during 2012.

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)
Thomas M. Petro	10,478	$150,218 (1)
	831	12,315 (2)
Jerry D. Holbrook	6,843	103,329 (1)
	485	7,188 (2)
Roger S. Deacon	1,219	18,407 (1)
	1,219	15,006 (3)
	1,219	15,335 (4)
	347	5,143 (2)
Michael S. Fitzgerald	1,568	21,168 (5)
	1,568	23,034 (6)
	133	1,971 (2)
	1,568	19,600 (7)
Randall J. McGarry	128	1,897 (2
	600	8,814 (6)

____________________________________________

(1)   Based upon Fox Chase Bancorp’s closing stock price of $15.10 on August 31, 2012.

(2)   Based upon Fox Chase Bancorp’s closing stock price of $14.82 on August 22, 2012.

(3)   Based upon Fox Chase Bancorp’s closing stock price of $12.31 on March 2, 2012.

(4)   Based upon Fox Chase Bancorp’s closing stock price of $12.58 on February 27, 2012.

(5)   Based upon Fox Chase Bancorp’s closing stock price of $13.50 on June 15, 2012.

(6)   Based upon Fox Chase Bancorp’s closing stock price of $14.69 on August 2, 2012.

(7)   Based upon Fox Chase Bancorp’s closing stock price of $12.50 on March 1, 2012.

Nonqualified Deferred Compensation

The following table provides information with respect to the 2012 accrued balances for each of the named executive officers who participate in the Fox Chase Bank Amended and Restated Executive Long-Term Incentive Plan. Messrs. Deacon, Fitzgerald and McGarry do not participate in the plan. No employer contributions or employee distributions were made during 2012.

	Aggregate Balanceat LastFiscal Year End
Thomas M. Petro	$  281,598
Jerry D. Holbrook	211,188

Fox Chase Bank maintains the Fox Chase Bank Amended and Restated Executive Long-Term Incentive Plan, which was designed to retain and attract key officers who contribute to the financial and business success of Fox Chase Bank. This plan was replaced by the 2007 Equity Incentive Plan after Fox Chase Bancorp went public in 2006. Accordingly, no further awards have been granted. All of the awards are fully vested and will be distributed upon separation from service or, if elected by an executive, upon a change in control.

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Potential Post-Termination Payments

Payments Made Upon Termination for Cause.If any of the named executive officers is terminated for cause, he will receive his base salary through the date of termination and may retain the rights to any vested benefits, subject to the terms of the plan or arrangement under which those benefits are provided.  Notwithstanding the foregoing, if an executive is terminated for cause (as defined under Section 409A of the Internal Revenue Code) before a change in control, he will forfeit all vested and unvested benefits under the Fox Chase Bank Amended and Restated Executive Long-Term Incentive Plan.

Payments Made Upon an Event of Termination.The employment agreements for Messrs. Petro, Holbrook, Deacon and Fitzgerald define an “Event of Termination” as termination by Fox Chase Bank or Fox Chase Bancorp of an executive’s employment for reasons other than for cause or a change in control, or an executive’s voluntary resignation from Fox Chase Bank or Fox Chase Bancorp after specified circumstances set forth in the agreements that would constitute constructive termination. Upon the occurrence of an Event of Termination, the employment agreements provide that the executive or, if he dies, his beneficiary, would be entitled to receive his base salary and health and life 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.   In addition, an executive would be entitled to a distribution of his vested benefits under the Fox Chase Bank Amended and Restated Long-Term Incentive Plan.  All unvested equity awards are forfeited upon an Event of Termination.

Payments Made Upon Disability.The employment agreements provide each executive with a disability benefit equal to two-thirds of the executive’s monthly rate of base salary as of his termination date. An executive will cease to receive disability payments upon the earlier of: (1) the date the executive returns to full-time employment; (2) death; (3) attainment of age 65; or (4) expiration of the term of the agreement. In addition, during any period of an executive’s disability, the executive would continue to be covered, to the greatest extent possible, under all benefit plans in which the executive participated before his disability as if he were actively employed by us. Disability payments are reduced by any disability benefits paid to an executive under any policy or program maintained by Fox Chase Bank.

Under the Fox Chase Bank Amended and Restated Executive Long-Term Incentive Plan, unvested benefits will vest if an executive terminates employment due to a disability and the executive would be entitled to a lump sum distribution following his separation from service.

Upon an executive’s termination due to disability, outstanding stock options granted pursuant to the 2007 Equity Incentive Plan and the 2011 Equity Incentive Plan vest and remain exercisable until the earlier of one year from the date of termination of employment due to disability or the expiration of the stock options. Restricted stock awards granted under either plan also vest upon the executive’s termination of employment due to disability.

Payments Made Upon Death.Under the employment agreements, the executive’s estate is entitled to receive any salary and bonus accrued but unpaid as of the date of the executive’s death. The agreements also provide that Fox Chase Bank will continue to provide the executive’s dependents with the medical insurance benefits existing on the date of the executive’s death for a period of six months.

Under the Fox Chase Bank Amended and Restated Executive Long-Term Incentive Plan, unvested benefits will vest upon an executive’s death and the executive’s beneficiary will be entitled to receive a lump sum distribution under the plan.

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Upon an executive’s death, outstanding stock options granted pursuant to the 2007 Equity Incentive Plan and the 2011 Equity Incentive Plan vest and remain exercisable until the earlier of one year from the date the executive dies or the expiration of the stock options. Restricted stock awards granted to the executives under either plan also vest upon the executive’s death.

Payments Made Upon a Change in Control.Following a change in control of Fox Chase Bank or Fox Chase Bancorp, under the terms of the employment agreements with Messrs. Petro, Holbrook, Deacon and Fitzgerald, if an executive voluntarily terminates (upon circumstances discussed in the agreement) or involuntarily terminates employment, 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, (2) three times the executive’s average base salary for the three taxable years preceding a change in control or (3) three times the executive’s base salary 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 the executive and his dependents for 36 months following his termination of employment.

Under the terms of the change in control agreement with Mr. McGarry, in the event that Mr. McGarry is involuntarily terminated for reasons other than cause, or he voluntarily terminates his employment for good reason, he will be entitled to a severance benefit equal to 12 months base salary and three months continued health and life insurance coverage.

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 (the “Section 280G Limitation”). An individual’s base amount is equal to an average of the individual’s Form W-2 compensation for the five years preceding the year a change in control occurs (or such lesser number of years if the individual has not been employed for five years). 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 the payment for federal tax purposes. The employment agreements limit payments made to the executives in connection with a change in control to amounts that will not exceed the Section 280G Limitation.

Upon a change in control, all unvested benefits under the Fox Chase Bank Amended and Restated Executive Long-Term Incentive Plan vest.  The plan permits participants to elect to receive a distribution upon a change in control.

Under the terms of our employee stock ownership plan, upon a change in control (as defined in the plan), the plan trustee will repay in full any outstanding loan. After repayment of the loan, all remaining shares of Fox Chase Bancorp common stock held in the loan suspense account, all other stock or securities, and any cash proceeds from the sale or other disposition of any shares of Fox Chase Bancorp common stock held in the loan suspense account will be allocated among the accounts of all participants in the plan who were employed on the date immediately preceding the effective date of the change in control. The allocations of shares or cash proceeds shall be credited to each eligible participant in proportion to the opening balances in their accounts as of the first day of the valuation period in which the change in control occurred. Payments under our employee stock ownership plan are not categorized as parachute payments and, therefore, do not count towards each executive’s Section 280G Limitation.

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In the event of a change in control of Fox Chase Bancorp or Fox Chase Bank, outstanding stock options granted pursuant to the 2007 Equity Incentive Plan and the 2011 Equity Incentive Plan vest and, if the option holder is terminated other than for cause within 12 months of the change in control, will remain exercisable until the expiration date of the stock options. Restricted stock awards granted to the executives under either plan also vest upon a change in control. The value of the accelerated options and restricted stock grants count towards the executives’ Section 280G Limitations.

Potential Post-Termination Benefits Tables.The amount of compensation payable to each named executive officer upon termination for cause, termination following an event of termination, change in control followed by termination of employment, disability, death and retirement is shown below. The amounts shown assume that such termination was effective as of December 31, 2012, and thus include amounts earned through such time and are estimates of the amounts that would be paid out to the executives upon their termination. The amounts do not include the executives’ account balances in Fox Chase Bank’s tax-qualified retirement plans to which each executive has a non-forfeitable interest. The amounts shown relating to unvested options and restricted stock awards are based on the fair market value of Fox Chase Bancorp’s common stock on December 31, 2012, which was $16.65. The actual amounts to be paid out can only be determined at the time of such executive’s separation from Fox Chase Bancorp.

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The following table provides the amount of compensation payable to Mr. Petro for each of the situations listed below.

	Payments Due Upon
	Terminationfor Cause	TerminationFollowing an Event of Termination (1)		Disability		Death	Retirement	Change in Control with Termination of Employment
Base salary	$              —	$    948,750		$     632,503	(2)	$        —	$         —	$1,875,716
Bonuses	—	319,000		—		—	—	—
401(k) matching contribution and ESOP benefit	—	102,961	(3)	—		—	—	112,322
Health and welfare benefits	—	26,110		26,110	(4)	—	—	28,484	(5)
Income attributable to stock options	—	—		—		—	—	221,154	(6)
Income attributable to vesting of restricted stock	—	—		324,275		324,275	—	324,275
Income attributable to distribution under Long-Term Incentive Plan (7)	—	281,598		281,598		281,598	281,598	281,598
Total payment (8)	$              —	$  1,678,419		$  1,264,486		$ 605,873	$  281,598	$2,843,549

______________________________________

(1)	An “Event of Termination” is defined as termination by Fox Chase Bancorp or Fox Chase Bank for any reason (other than cause) or voluntary termination by the executive following: (1) the failure to re-appoint the executive to his current office; (2) a material change to the executive’s functions or duties; (3) a material reduction in benefits; (4) the liquidation or dissolution of Fox Chase Bancorp or Bank; or (5) breach of the executive’s employment agreement.
(2)	Disability payment equals two-thirds of the executive’s monthly rate of base salary as of his termination date assuming coverage is continued through the remaining term of the agreement. A portion of the amounts due may be offset by the Company’s disability insurance coverage.
(3)	Represents the value of the employee contributions the executive would have received under these plans for the remaining term of the agreement.
(4)	Under the terms of the executive’s employment agreement, he is entitled to continued life, medical, health and dental coverage for the period in which he receives disability payments. The amount shown reflects the value of coverage under Fox Chase Bank’s life, medical, health and dental insurance programs assuming disability payments are made through the term of the Agreement.
(5)	The value of coverage under Fox Chase Bank’s life, medical, health and dental insurance programs for a period of 36 months.
(6)	Assumes options fully vest and are cashed out in connection with a change in control. An executive is not required to terminate his employment to receive this benefit.
(7)	The Long-Term Incentive Plan provides that benefits are to be distributed in a lump sum upon separation of service for any reason other than cause. Participants may elect to receive a distribution upon a change in control.
(8)	The amounts shown above do not reflect that if, in the event payments to executive in connection with a change in control or otherwise would result in an excise tax under the Internal Revenue Code, such payments may be reduced to the extent necessary so that the excise tax does not apply. See “—Payments Made Upon a Change in Control” for additional information on the treatment of excess parachute payments.

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The following table provides the amount of compensation payable to Mr. Holbrook for each of the situations listed below.

	Payments Due Upon
	Terminationfor Cause	TerminationFollowing an Event of Termination (1)		Disability		Death	Retirement	Change in Control with Termination of Employment
Base salary	$             —	$     654,500		$  436,335	(2)	$          —	$          —	$1,305,650
Bonuses	—	228,250		—		—	—	—
401(k) matching contribution and ESOP benefit	—	102,838	(3)	—		—	—	112,307
Health and welfare benefits	—	2,079		2,079	(4)	—	—	2,268	(5)
Income attributable to stock options	—	—		—		—	—	142,762	(6)
Income attributable to vesting of restricted stock	—	—		255,794		255,794	—	255,794
Income attributable to distribution under Long-Term Incentive Plan (7)	—	211,188		211,188		211,188	211,188	211,188
Total payment (8)	$             —	$  1,198,855		$  905,396		$ 466,982	$ 211,188	$2,029,969

____________________________________

(1)	An “Event of Termination” is defined as termination by Fox Chase Bancorp or Fox Chase Bank for any reason (other than cause) or voluntary termination by the executive following: (1) the failure to re-appoint the executive to his current office; (2) a material change to the executive’s functions or duties; (3) a material reduction in benefits; (4) the liquidation or dissolution of Fox Chase Bancorp or Bank; or (5) breach of the executive’s employment agreement.
(2)	Disability payment equals two-thirds of the executive’s monthly rate of base salary as of his termination date assuming coverage is continued through the remaining term of the Agreement. A portion of the amounts due may be offset by the Company’s disability insurance coverage.
(3)	Represents the value of the employer contributions the executive would have received under these plans for the remaining term of the agreement.
(4)	Under the terms of the executive’s employment agreement, he is entitled to continued life, medical, health and dental coverage for the period in which he receives disability payments. The amount shown reflects the value of coverage under Fox Chase Bank’s life insurance program assuming disability payments are made through the remaining term of the Agreement. Mr. Holbrook does not participate in the Bank’s health insurance plans.
(5)	The value of coverage under Fox Chase Bank’s life, medical, health and dental insurance programs for a period of 36 months.
(6)	Assumes options fully vest and are cashed out in connection with a change in control. An executive is not required to terminate his employment to receive this benefit.
(7)	The Long-Term Incentive Plan provides that benefits are to be distributed in a lump sum upon separation of service for any reason other than cause. Participants may elect to receive a distribution upon a change in control.
(8)	The amounts shown above do not reflect that if, in the event payments to executive in connection with a change in control or otherwise would result in an excise tax under the Internal Revenue Code, such payments may be reduced to the extent necessary so that the excise tax does not apply. See “—Payments Made Upon a Change in Control” for additional information on the treatment of excess parachute payments.

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The following table provides the amount of compensation payable to Mr. Deacon for each of the situations listed below.

	Payments Due Upon
	Terminationfor Cause	TerminationFollowing an Event of Termination (1)		Disability		Death	Retirement	Change in Control with Termination of Employment
Base salary	$    —	$  550,000		$  366,668	(2)	$       —	$       —	$890,225
Bonuses	—	167,750		—		—	—	—
401(k) matching contribution and ESOP benefit	—	100,399	(3)	—		—	—	109,526
Health and welfare benefits	—	34,557		34,557	(4)	—	—	37,699	(5)
Income attributable to stock options	—	—		—		—	—	171,985	(6)
Income attributable to vesting of restricted stock	—	—		262,637		262,637	—	262,637
Total payment (7)	$    —	$  852,706		$  663,862		$262,637	$       —	$1,472,072

_______________________________________

(1)	An “Event of Termination” is defined as termination by Fox Chase Bancorp or Fox Chase Bank for any reason (other than cause) or voluntary termination by the executive following: (1) the failure to re-appoint the executive to his current office; (2) a material change to the executive’s functions or duties; (3) a material reduction in benefits; (4) the liquidation or dissolution of Fox Chase Bancorp or Bank; or (5) breach of the executive’s employment agreement.
(2)	Disability payment equals two-thirds of the executive’s monthly rate of base salary as of his termination date assuming coverage is continued through the remaining term of the Agreement. A portion of the amounts due may be offset by the Company’s disability insurance coverage.
(3)	Represents the value of employer contributions the executive would have received under those plans for the remaining term of the agreement.
(4)	Under the terms of the executive’s employment agreement, he is entitled to continued life, medical, health and dental coverage for the period in which he receives disability payments. The amount shown reflects the value of coverage under Fox Chase Bank’s life, medical, health and dental insurance programs assuming disability payments are made through the remaining term of the Agreement.
(5)	The value of coverage under Fox Chase Bank’s life, medical, health and dental insurance programs for a period of 36 months.
(6)	Assumes options fully vest and are cashed out in connection with a change in control. An executive is not required to terminate his employment to receive this benefit.
(7)	The amounts shown above do not reflect that if, in the event payments to executive in connection with a change in control or otherwise would result in an excise tax under the Internal Revenue Code, such payments may be reduced to the extent necessary so that the excise tax does not apply. See “—Payments Made Upon a Change in Control” for additional information on the treatment of excess parachute payments.

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The following table provides the amount of compensation payable to Mr. Fitzgerald for each of the situations listed below.

	Payments Due Upon
	Terminationfor Cause	TerminationFollowing an Event of Termination (1)		Disability		Death	Retirement	Change in Control with Termination of Employment
Base salary	$    —	$  563,750		$  375,835	(2)	$        —	$    —	$ 906,356
Bonuses	—	192,500		—		—	—	—
401(k) matching contribution and ESOP benefit	—	97,454	(3)	—		—	—	106,313
Health and welfare benefits	—	34,557		34,557	(4)	—	—	37,699	(5)
Income attributable to stock options	—	—		—		—	—	34,578	(6)
Income attributable to vesting of restricted stock	—	—		321,561		321,561	—	321,561
Total payment (7)	$    —	$  888,261		$  731,953		$ 321,561	$    —	$1,406,507

______________________________________

(1)	An “Event of Termination” is defined as termination by Fox Chase Bancorp or Fox Chase Bank for any reason (other than cause) or voluntary termination by the executive following: (1) the non-renewal of the term of the executive’s employment agreement; (2) the failure to re-appoint the executive to his current office; (3) a material change to the executive’s functions or duties; (4) a material reduction in benefits; (5) the liquidation or dissolution of Fox Chase Bancorp or Bank; or (6) breach of the executive’s employment agreement.
(2)	Disability payment equals two-thirds of the executive’s monthly rate of base salary as of his termination date assuming coverage is continued until executive reaches 65 years of age. A portion of the amounts due may be offset by the Company’s disability insurance coverage.
(3)	Represents the value of employer contributions the executive would have received under these plans for the remaining term of the agreement.
(4)	Under the terms of the executive’s employment agreement, he is entitled to continued life, medical, health and dental coverage for the period in which he receives disability payments. The amount shown reflects the value of coverage under Fox Chase Bank’s life, medical, health and dental insurance programs assuming disability payments are made through the remaining term of the agreement.
(5)	The value of coverage under Fox Chase Bank’s life, medical, health and dental insurance programs for a period of 36 months.
(6)	Assumes options fully vest and are cashed out in connection with a change in control. An executive is required to terminate his employment to receive this benefit.
(7)	The amounts shown above do not reflect that if, in the event payments to executive in connection with a change in control or otherwise would result in an excise tax under the Internal Revenue Code, such payments may be reduced to the extent necessary so that the excise tax does not apply. See “—Payments Made Upon a Change in Control” for additional information on the treatment of excess parachute payments.

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The following table provides the amount of compensation payable to Mr. McGarry for each of the situations listed below.

	Payments Due Upon
		Terminationfor Cause		Disability				Death			Retirement			Change in Control with Termination of Employment
Base salary		$	—		$	66,667			$	—		$	—		$	176,850	(1)
Bonuses		—			—				—			—
Health and welfare benefits		—			3,517		(2)		—			—			3,517		(2)
Income attributable to stock options		—			—				—			—			64,052		(3)
Income attributable to vesting of restricted stock		—			99,167				99,167			—			99,167
Total payment (4)		$	—		$	169,351			$	99,167		$	—		$	343,586

______________________________________

(1)	Represents the executive’s base salary for a twelve month period following involuntary termination of employment without cause, or voluntary termination with good reason, following a change in control. “Good reason” is defined as (1) a material reduction in title, authority or responsibilities; (2) a reduction in base salary immediately prior to a change in control; (3) relocation more than 30 miles from the executive’s original location prior to a change in control; (4) a material change in benefit programs; or (5) failure of a successor entity to assume the executive’s change in control agreement.
(2)	Represents the value of continued health and life insurance coverage for a period of three months following termination of employment.
(3)	Assumes options fully vest and are cashed out in connection with a change in control. An executive is required to terminate his employment to receive this benefit.
(4)	The amounts shown above do not reflect that if, in the event payments to executive in connection with a change in control or otherwise would result in an excise tax under the Internal Revenue Code, such payments may be reduced to the extent necessary so that the excise tax does not apply. See “—Payments Made Upon a Change in Control” for additional information on the treatment of excess parachute payments.

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OTHER INFORMATION RELATING TO

DIRECTORS AND EXECUTIVE OFFICERS

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s executive officers and directors, and persons who own more than 10% of any registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission.  These individuals are required by regulation to furnish the Company with copies of all Section 16(a) reports they file.

Based solely on its review of the copies of the reports it has received and written representations provided to the Company from the individuals required to file the reports, the Company believes that each of its executive officers and directors has complied with applicable reporting requirements for transactions in Company common stock during 2012.

Policies and Procedures Governing Related Persons Transactions

We maintain a Policy and Procedures Governing Related Persons Transactions, which is a written policy and set of procedures for the review and approval or ratification of transactions involving related persons.  Under the policy, related persons consist of directors, director nominees, executive officers, persons or entities known to us to be the beneficial owner of more than five percent of any outstanding class of voting securities of the Company, or immediate family members or certain affiliated entities of any of the foregoing persons.

Transactions covered by the policy consist of any financial transaction, arrangement or relationship or series of similar transactions, arrangements or relationships, in which:

·the aggregate amount involved will or may be expected to exceed $50,000 in any calendar year;

·the Company is, will or may be expected to be a participant; and

·any related person has or will have a direct or indirect material interest.

The policy excludes certain transactions, including:

·any compensation paid to an executive officer of the Company if the Compensation Committee of the Board of Directors approved (or recommended that the Board approve) such compensation;

·any compensation paid to a director of the Company if the Board or an authorized committee of the Board approved such compensation; and

·any transaction with a related person involving consumer and investor financial products and services provided in the ordinary course of the Company’s business and on substantially the same terms as those prevailing at the time for comparable services provided to unrelated third parties or to the Company’s employees on a broad basis (and, in the case of loans, in compliance with the Sarbanes-Oxley Act of 2002).

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Related person transactions will be approved or ratified by the Audit Committee.  In determining whether to approve or ratify a related person transaction, the Audit Committee will consider all relevant factors, including:

·whether the terms of the proposed transaction are at least as favorable to the Company as those that might be achieved with an unaffiliated third party;

·the size of the transaction and the amount of consideration payable to the related person;

·the nature of the interest of the related person;

·whether the transaction may involve a conflict of interest; and

·whether the transaction involves the provision of goods and services to the Company that are available from unaffiliated third parties.

A member of the Audit Committee who has an interest in the transaction will abstain from voting on the approval of the transaction but may, if so requested by the Chair of the Audit Committee, participate in some or all of the discussion relating to the transaction.

Transactions with Related Persons

The Sarbanes-Oxley Act generally prohibits loans by the Company to its executive officers and directors.  However, the Sarbanes-Oxley Act contains a specific exemption from such prohibition for loans by the 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 financial 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 normal risk of repayment or present other unfavorable features.  The 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 the 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, although the Bank does not currently have such a program in place. The outstanding loans made to our directors and executive officers, and members of their immediate families, were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Bank, and did not involve more than the normal risk of collectability or present other unfavorable features.

Pursuant to the Company’s Audit Committee Charter, the Audit Committee periodically reviews, no less frequently than quarterly, a summary of the Company’s transactions with directors and executive officers of the Company and with firms that employ directors, as well as any other related person transactions, to recommend to the disinterested members of the Board of Directors that the transactions are fair, reasonable and within Company policy and should be ratified and approved.  Also, in accordance with banking regulations and its policy, the Board of Directors reviews all loans made to a director or executive officer in an amount that, when aggregated with the amount of all other loans to such person and his or her related interests, exceed the greater of $25,000 or 5% of the Company’s capital and surplus (up to a maximum of $500,000) and such loan must be approved in advance by a majority of the disinterested members of the Board of Directors.  Additionally, pursuant to the Company’s Code of

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Ethics and Business Conduct, all executive officers and directors of the Company must disclose any existing or potential conflicts of interest to the President and Chief Executive Officer of the Company.  Such potential conflicts of interest include, but are not limited to, the following: (1) the Company conducting business with or competing against an organization in which a family member of an executive officer or director has an ownership or employment interest and (2) the ownership of more than 5% of the outstanding securities or 5% of total assets of any business entity that does business with or is in competition with the Company.

SUBMISSION OF BUSINESS PROPOSALS AND STOCKHOLDER NOMINATIONS

The Company must receive proposals that stockholders seek to include in the proxy statement for the Company’s next annual meeting no later than December 13, 2013.  If next year’s annual meeting is held on a date more than 30 calendar days from May 23, 2014, a stockholder proposal must be received by a reasonable time before the Company begins to print and mail its proxy solicitation for such annual meeting.  Any stockholder proposals will be subject to the requirements of the proxy rules adopted by the Securities and Exchange Commission.

The Company’s Bylaws provide that a person may not be nominated for election as a director of the Company unless that person is nominated by or at the direction of the Company’s Board of Directors or by a stockholder who has given appropriate notice to the Company before the meeting. Similarly, a stockholder may not bring business before an annual meeting unless the stockholder has given the Company appropriate notice of its intention to bring that business before the meeting. The Company’s secretary must receive notice of the nomination or proposal not less than 90 days before the annual meeting; provided, however, that if less than 100 days’ notice of prior public disclosure of the date of the meeting is given or made to the stockholders, notice by the stockholder to be timely must be received not later than the close of business on the 10th day following the day on which such notice of the date of the annual meeting was mailed or such public disclosure was made. A stockholder who desires to raise new business must provide certain information to the Company concerning the nature of the new business, the stockholder, the stockholder’s ownership in the Company and the stockholder’s interest in the business matter. Similarly, a stockholder wishing to nominate any person for election as a director must provide the Company with certain information concerning the nominee and the proposing stockholder. A copy of the Company’s Bylaws may be obtained from the Company.

STOCKHOLDER COMMUNICATIONS

The Company encourages stockholder communications to the Board of Directors and/or individual directors.  All communications from stockholders should be addressed to Fox Chase Bancorp, Inc., 4390 Davisville Road, Hatboro, Pennsylvania 19040.  Communications to the Board of Directors should be in the care of Jerry D. Holbrook, Corporate Secretary.  Communications to individual directors should be sent to such director at the Company’s address.  Stockholders who wish to communicate with a Committee of the Board should send their communications to the care of the Chair of the particular committee, with a copy to Richard M. Eisenstaedt, the Chair of the Nominating and Governance Committee.  It is in the discretion of the Nominating and Governance Committee whether any communication sent to the full Board should be brought before the full Board.

MISCELLANEOUS

The Company will pay the cost of this proxy solicitation.  The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of the Company.  Additionally, directors, officers and

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other employees of the Company may solicit proxies personally or by telephone.  None of these persons will receive additional compensation for these activities.

We have elected to take advantage of SEC rules that allow companies to furnish proxy materials to their stockholders on the Internet. We believe that these rules allow us to provide our stockholders with the information they need to vote at our Annual Meeting, while also lowering the costs of delivery and reducing the environmental impact of producing and distributing the related proxy materials.

Since April 12, 2013, the proxy materials for the 2013 Annual Meeting (which includes the 2012 Annual Report to Stockholders) have been available at the following web site: www.cfpproxy.com/6852. On this website, the Company also posts the Company’s 2012 Annual Report on Form 10-K, as filed with the Securities and Exchange Commission.  Any stockholder who wishes to receive a printed copy of proxy materials and the Annual Report may obtain a copy by (1) calling (800) 951-2405; (2) visiting http://www.cfpproxy.com/6852; or (3) e-mailing fulfillment@rtco.com and entering the stockholder control number on the notice in the subject line.  The Annual Report is not to be treated as part of the proxy solicitation material or as having been incorporated in this proxy statement by reference.

A copy of the Company’s Form 10-K for the year ended December 31, 2012 as filed with the Securities and Exchange Commission, will be furnished without charge to all persons who were stockholders as of the close of business on March 28, 2013 upon written request to Jerry D. Holbrook, Corporate Secretary, Fox Chase Bancorp, Inc., 4390 Davisville Road, Hatboro, Pennsylvania 19040.

Whether or not you plan to attend the annual meeting, please vote via the Internet, by telephone or by marking, signing, dating and promptly returning your proxy card.

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PLEASE MARK VOTES AS IN THIS EXAMPLE X REVOCABLE PROXY FOX CHASE BANCORP, INC. YOUR VOTE IS IMPORTANT! PROXY VOTING INSTRUCTIONS Stockholders of record have three ways to vote: 1. By Telephone (using a Touch-Tone Phone); or 2. By Internet; or 3. By Mail. To Vote by Telephone: Call 1-877-265-3893 Toll-Free on a Touch-Tone Phone anytime prior to 3 a.m., May 23, 2013. To Vote by Internet: Go to http://www.rtcoproxy.com/fxcb prior to 3 a.m., May 23, 2013. Please note that the last vote received from a shareholder, whether by telephone, by Internet or by mail, will be the vote counted. Mark here if you plan to attend the meeting. Mark here for address change. Comments:  FOLD HERE IF YOU ARE VOTING BY MAIL PLEASE DO NOT DETACH Annual Meeting Materials are available at: http://www.cfpproxy.com/6852 Date Sign above Co-holder (if any) sign above Please be sure to date and sign this proxy card in the box below. Please sign exactly as your name appears on this card. When signing as attorney, executor, administrator, trustee or guardian, indicate your full title. If shares are held jointly, only one registered holder need sign. With- For All For hold Except 1. The election of directors to serve for a term of three years. (01) Richard M. Eisenstaedt (02) Anthony A. Nichols, Sr. INSTRUCTIONS: To withhold authority to vote for any nominee, mark “For All Except” and write that nominee’s name or number in the space provided below. For Against Abstain 2. The ratification of the appointment of KPMG LLP as independent registered public accounting firm of Fox Chase Bancorp, Inc. for the year ending December 31, 2013. 3. To conduct an advisory vote on the compensation of our named executive officers as disclosed in the proxy statement. 4. To transact such other business as may properly come before the meeting and any adjournment or postponement thereof. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE LISTED NOMINEES AND THE PROPOSALS SET FORTH ABOVE. For Against Abstain

yOUR VOTE IS IMPORTANT! Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on May 23, 2013. The proxy statement and the annual report to stockholders are available for viewing and printing on the Internet at http://www.cfpproxy.com/6852. you can vote in one of three ways: 1. Call toll free 1-877-265-3893 on a Touch-Tone Phone. There is NO CHARGE to you for this call. or 2. Via the Internet at http://www.rtcoproxy.com/fxcb and follow the instructions. or 3. Mark, sign and date your proxy card and return it promptly in the enclosed envelope. PLEASE SEE REVERSE SIDE FOR VOTING INSTRUCTIONS REVOCABLE PROXy FOX CHASE BANCORP, INC. ANNUAL MEETING OF STOCKHOLDERS May 23, 2013 9:00 a.m., local time THIS PROXy IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints the official proxy committee of Fox Chase Bancorp, Inc. (the “Company”), consisting of Todd S. Benning and Roger H. Ballou, or any of them, with full power of substitution in each, to act as proxy for the undersigned, and to vote all shares of common stock of Fox Chase Bancorp, Inc. that the undersigned is entitled to vote only at the Annual Meeting of Stockholders to be held on May 23, 2013 at 9:00 a.m., local time, at Fox Chase Bank, 510 East Township Line Road, Suite 200, Blue Bell, Pennsylvania and at any adjournments thereof, with all of the powers the undersigned would possess if personally present at such meeting as follows: THIS PROXY, PROPERLY SIGNED AND DATED, WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED “FOR” EACH OF THE LISTED NOMINEES AND THE PROPOSALS SET FORTH ON THIS PROXY CARD. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THE PROXIES IN THEIR JUDGMENT. PRESENTLY, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING. THIS PROXY ALSO CONFERS DISCRETIONARY AUTHORITY ON THE BOARD OF DIRECTORS TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE THE NOMINEES ARE UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND MATTERS INCIDENT TO THE CONDUCT OF THE MEETING. Should the undersigned be present and elect to vote in person at the meeting or at any adjournment thereof and after notification to the Secretary of the Company at the meeting of the stockholder’s decision to terminate this proxy, then the power of said attorneys and proxies shall be deemed terminated and of no further force and effect. PLEASE PROVIDE yOUR INSTRUCTIONS TO VOTE By TELEPHONE OR THE INTERNET OR COMPLETE, DATE, SIGN, AND MAIL THIS PROXy CARD PROMPTLy IN THE ENCLOSED POSTAGE-PAID ENVELOPE. (Continued, and to be marked, dated and signed, on the other side) FOX CHASE BANCORP, INC. — ANNUAL MEETING, MAy 23, 2013 6852

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 23, 2013. THE PROXY STATEMENT AND THE ANNUAL REPORT ARE AVAILABLE AT: http://www.cfpproxy.com/6852 6852 ANNUAL MEETING OF STOCKHOLDERS MAY 23, 2013 The undersigned hereby appoints the official proxy committee of Fox Chase Bancorp, Inc. (the “Company”), consisting of Todd S. Benning and Roger H. Ballou, or any of them, with full power of substitution in each, to act as proxy for the undersigned, and to vote all shares of common stock of Fox Chase Bancorp, Inc., which the undersigned is entitled to vote only at the Annual Meeting of Stockholders to be held on May 23, 2013 at 9:00 a.m., local time, at Fox Chase Bank, 510 East Township Line Road, Suite 200, Blue Bell, Pennsylvania and at any adjournments thereof, with all of the powers the undersigned would possess if personally present at such meeting as follows: IMPORTANT ANNUAL MEETING INFORMATION PLEASE MARK VOTES AS IN THIS EXAMPLE X REVOCABLE PROXY FOX CHASE BANCORP, INC. Date Sign above Co-holder (if any) sign above Please be sure to date and sign this proxy card in the box below. Please sign exactly as your name appears on this card. When signing as attorney, executor, administrator, trustee or guardian, indicate your full title. If shares are held jointly, only one registered holder need sign. With- For All For hold Except 1. The election of directors to serve for a term of three years. (01) Richard M. Eisenstaedt (02) Anthony A. Nichols, Sr. INSTRUCTIONS: To withhold authority to vote for any nominee, mark “For All Except” and write that nominee’s name or number in the space provided below. FOLD HERE – PLEASE DO NOT DETACH – PLEASE ACT PROMPTLY PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD IN THE ENCLOSED POSTAGE-PAID ENVELOPE For Against Abstain 2. The ratification of the appointment of KPMG LLP as independent registered public accounting firm of Fox Chase Bancorp, Inc. for the year ending December 31, 2013. 3. To conduct an advisory vote on the compensation of our named executive officers as disclosed in the proxy statement. 4. To transact such other business as may properly come before the meeting and any adjournment or postponement thereof. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE LISTED NOMINEES AND THE PROPOSALS SET FORTH ABOVE. THIS PROXY, PROPERLY SIGNED AND DATED, WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS PROXY WILL BE VOTED “FOR” EACH OF THE LISTED NOMINEES AND PROPOSALS SET FORTH ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THE PROXIES IN THEIR JUDGMENT. PRESENTLY, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING. THIS PROXY ALSO CONFERS DISCRETIONARY AUTHORITY ON THE BOARD OF DIRECTORS TO VOTE WITH RESPECT TO THE ELECTION OF ANY PERSON AS DIRECTOR WHERE THE NOMINEES ARE UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE AND MATTERS INCIDENT TO THE CONDUCT OF THE MEETING. Should the above signed be present and elect to vote in person at the meeting or at any adjournment thereof and after notification to the Secretary of the Company at the meeting of the stockholder’s decision to terminate this proxy, then the power of said attorneys and proxies shall be deemed terminated and of no further force and effect. For Against Abstain Mark here if you plan to attend the meeting. Mark here for address change. Comments: Rev.1

Dear 401(k) Plan Participant: On behalf of the Board of Directors of Fox Chase Bancorp, Inc., I am forwarding you the attached GREEN vote authorization form to convey your voting instructions to Pentegra Trust Company, as trustee (the “Trustee”) of the Fox Chase Bank 401(k) Profit Sharing Plan and Trust (the “401(k) Plan”), on the proposals to be presented at the Annual Meeting of Stockholders of Fox Chase Bancorp to be held on May 23, 2013. Also enclosed is a proxy statement and annual report for the Annual Meeting of Stockholders of Fox Chase Bancorp. As a holder of Fox Chase Bancorp common stock through the Fox Chase Bancorp Stock Fund in the 401(k) Plan, you are entitled to direct the Trustee how to vote the shares of common stock credited to your account as of March 28, 2013, the record date for the Annual Meeting. If the Trustee does not receive your instructions by May 14, 2013, the Trustee will vote your shares in the same proportion as shares for which the Trustee received instructions from other 401(k) Plan participants. Please complete, sign and return the enclosed GREEN vote authorization form in the postage paid envelope included with this letter. Your vote will not be revealed, directly or indirectly, to any employee or director of Fox Chase Bancorp or Fox Chase Bank. If you participate in several employer-sponsored stock-based benefit plans you will receive multiple vote authorization forms. Please submit all of the vote authorization forms you receive. Sincerely, Thomas M. Petro President and Chief Executive Officer

401(k) PLAN VOTE AUTHORIZATION FORM FOX CHASE BANCORP, INC. ANNUAL MEETING OF STOCKHOLDERS May 23, 2013 I understand that Pentegra Trust Company (the “Trustee”) is the holder of record and custodian of all shares of Fox Chase Bancorp, Inc. (the “Company”) common stock under the Fox Chase Bank 401(k) Profit Sharing Plan and Trust (the “Plan”). I understand that my voting instructions are solicited on behalf of the Company’s Board of Directors for the Annual Meeting of Stockholders to be held on May 23, 2013. You are to vote my shares as follows: 1. The election of directors of all nominees listed (except as marked to the contrary below). Richard M. Eisenstaedt Anthony A. Nichols, Sr. FOR WITHHOLD FOR ALL EXCEPT ­ ­ ­ INSTRUCTION: To withhold your vote for any individual nominee, mark “For All Except” and write that nominee’s name on the line provided below. 2. The ratification of the appointment of KPMG LLP as independent registered public accounting firm of Fox Chase Bancorp, Inc. for the year ending December 31, 2013. FOR AGAINST ABSTAIN ­ ­ ­ 3. The approval of an advisory vote on the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement. FOR AGAINST ABSTAIN ­ ­ ­ THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE LISTED NOMINEES AND THE PROPOSALS SET FORTH ABOVE. The Trustee is hereby authorized to vote all shares of Company common stock credited to my Plan account as indicated above. Date: Signature PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS VOTE AUTHORIZATION FORM IN THE ENCLOSED POSTAGE-PAID ENVELOPE BY MAY 14, 2013.

Dear ESOP Participant: On behalf of the Board of Directors of Fox Chase Bancorp, Inc. (the “Company”), I am forwarding you the attached BLUE vote authorization form to convey your voting instructions to Pentegra Trust Company, as trustee (the “Trustee”) of the Fox Chase Bank Employee Stock Ownership Plan (the “ESOP”) on the proposals to be presented at the Annual Meeting of Stockholders of Fox Chase Bancorp to be held on May 23, 2013. Also enclosed is a proxy statement and annual report for the Annual Meeting of Stockholders of Fox Chase Bancorp. As an ESOP participant you are entitled to vote all shares of Company common stock allocated to your account as of March 28, 2013, the record date for the Annual Meeting. All allocated shares of Company common stock will be voted as directed by participants, so long as participant instructions are received by the Trustee on or before May 14, 2013. If you do not direct the Trustee how to vote the shares of Company common stock allocated to your ESOP account, the Trustee will vote your shares in the same proportion as shares for which the Trustee received instructions from other participants, subject to its fiduciary duties. Please complete, sign and return the enclosed BLUE vote authorization form in the postage paid envelope provided with this letter. Your vote will not be revealed, directly or indirectly, to any employee or director of Fox Chase Bancorp or Fox Chase Bank. If you participate in several employer-sponsored stock-based benefit plans you will receive multiple vote authorization forms. Please submit all of the vote authorization forms you receive. Sincerely, Thomas M. Petro President and Chief Executive Officer

ESOP VOTE AUTHORIZATION FORM FOX CHASE BANCORP, INC. ANNUAL MEETING OF STOCKHOLDERS May 23, 2013  I understand that Pentegra Trust Company (the “Trustee”) is the holder of record and custodian of all shares of Fox Chase Bancorp, Inc. (the “Company”) common stock under the Fox Chase Bank Employee Stock Ownership Plan (the “Plan”). I understand that my voting instructions are solicited on behalf of the Company’s Board of Directors for the Annual Meeting of Stockholders to be held on May 23, 2013. You are to vote my shares as follows: 1. The election of directors of all nominees listed (except as marked to the contrary below). Richard M. Eisenstaedt Anthony A. Nichols, Sr. FOR WITHHOLD FOR ALL EXCEPT INSTRUCTION: To withhold your vote for any individual nominee, mark “For All Except” and write that nominee’s name on the line provided below. 2. The ratification of the appointment of KPMG LLP as independent registered public accounting firm of Fox Chase Bancorp, Inc. for the year ending December 31, 2013. FOR AGAINST ABSTAIN ­ ­ ­ 3. The approval of an advisory vote on the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement. FOR AGAINST ABSTAIN ­ ­ ­ THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE LISTED NOMINEES AND THE PROPOSALS SET FORTH ABOVE. The Trustee is hereby authorized to vote all shares of Company common stock allocated to my Plan account as indicated above. Date:  Signature PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS VOTE AUTHORIZATION FORM IN THE ENCLOSED POSTAGE-PAID ENVELOPE BY MAY 14, 2013.

Dear Equity Incentive Plan Participant: On behalf of the Board of Directors of Fox Chase Bancorp, Inc. (the “Company”), I am forwarding you the attached YELLOW vote authorization form to convey your voting instructions to Pentegra Trust Company, as trustee (the “Trustee”) of the Fox Chase Bancorp, Inc. 2007 Equity Incentive Plan (the “2007 Equity Plan”) and the Fox Chase Bancorp, Inc. 2011 Equity Incentive Plan (the “2011 Equity Plan”), on the proposals to be presented at the Annual Meeting of Stockholders of Fox Chase Bancorp to be held on May 23, 2013. Also enclosed is a proxy statement and annual report for the Annual Meeting of Stockholders of Fox Chase Bancorp. As a participant in the 2007 Equity Plan and/or the 2011 Equity Plan, you are entitled to vote all unvested shares of Company common stock awarded to you under the 2007 Equity Plan and/or the 2011 Equity Plan as of March 28, 2013, the record date for the Annual Meeting. All unvested shares of Company common stock awarded to participants will be voted as directed by participants, so long as participant instructions are received by the Trustee on or before May 14, 2013. If you do not direct the Trustee how to vote your unvested shares of Company common stock, the Company will direct the Trustee how to vote the shares. Please complete, sign and return the enclosed YELLOW vote authorization form in the postage paid envelope provided with this letter. Your vote will not be revealed, directly or indirectly, to any employee or director of Fox Chase Bancorp or Fox Chase Bank. If you participate in several employer-sponsored stock-based benefit plans you will receive multiple vote authorization forms. Please submit all of the vote authorization forms you receive. Sincerely, Thomas M. Petro President and Chief Executive Officer

EQUITY INCENTIVE PLANS VOTE AUTHORIZATION FORM FOX CHASE BANCORP, INC. ANNUAL MEETING OF STOCKOLDERS May 23, 2013  I understand that Pentegra Trust Company (the “Trustee”) is the holder of record and custodian of all shares of Fox Chase Bancorp, Inc. (the “Company”) common stock under the Fox Chase Bancorp, Inc. 2007 Equity Incentive Plan (the “2007 Equity Plan”) and the Fox Chase Bancorp, Inc. 2011 Equity Incentive Plan (the “2011 Equity Plan”). I understand that my voting instructions are solicited on behalf of the Company’s Board of Directors for the Annual Meeting of Stockholders to be held on May 23, 2013 You are to vote my shares as follows: 1. The election of directors of all nominees listed (except as marked to the contrary below). Richard M. Eisenstaedt Anthony A. Nichols, Sr. FOR WITHHOLD FOR ALL EXCEPT INSTRUCTION: To withhold your vote for any individual nominee, mark “For All Except” and write that nominee’s name on the line provided below. 2. The ratification of the appointment of KPMG LLP as independent registered public accounting firm of Fox Chase Bancorp, Inc. for the year ending December 31, 2013. FOR AGAINST ABSTAIN ­ ­ ­ 3. The approval of an advisory vote on the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement. FOR AGAINST ABSTAIN ­ ­ ­ THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE LISTED NOMINEES AND THE PROPOSALS SET FORTH ABOVE. The Trustee is hereby authorized to vote all unvested shares of Company common stock awarded to me under the 2007 Equity Plan and/or the 2011 Equity Plan as indicated above. Date: Signature PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS VOTE AUTHORIZATION FORM IN THE ENCLOSED POSTAGE-PAID ENVELOPE BY MAY 14, 2013.

Dear Executive Long-Term Incentive Plan Participant: On behalf of the Board of Directors of Fox Chase Bancorp, Inc. (the “Company”), I am forwarding you the attached RED vote authorization form to convey your voting instructions to Pentegra Trust Company, as trustee (the “Trustee”) of the Amended and Restated Fox Chase Bank Executive Long-Term Incentive Plan (the “Plan”), on the proposals to be presented at the Annual Meeting of Stockholders of Fox Chase Bancorp to be held on May 23, 2013. Also enclosed is a proxy statement for the Annual Meeting of Stockholders of Fox Chase Bancorp. As a Plan participant, you are entitled to vote all shares of Company common stock credited to your account as of March 28, 2013, the record date for the Annual Meeting. All shares of Company common stock held in the Plan trust will be voted as directed by participants, so long as participant instructions are received by the Trustee on or before May 14, 2013. If you do not direct the Trustee how to vote the shares of Company common stock credited to your Plan account, the Trustee will vote your shares as directed by the Company. Please complete, sign and return the enclosed RED vote authorization form in the postage paid envelope provided with this letter. Your vote will not be revealed, directly or indirectly, to any employee or director of Fox Chase Bancorp or Fox Chase Bank. If you participate in several employer-sponsored stock-based benefit plans you will receive multiple vote authorization forms. Please submit all of the vote authorization forms you receive. Sincerely, Thomas M. Petro President and Chief Executive Officer

US2008 4459084 2 EXECUTIVE LONG-TERM INCENTIVE PLAN VOTE AUTHORIZATION FORM FOX CHASE BANCORP, INC. ANNUAL MEETING OF STOCKHOLDERS May 23, 2013  I understand that Pentegra Trust Company (the “Trustee”) is the holder of record and custodian of all shares of Fox Chase Bancorp, Inc. (the “Company”) common stock under the Amended and Restated Fox Chase Bank Executive Long-Term Incentive Plan (the “Plan”). I understand that my voting instructions are solicited on behalf of the Company’s Board of Directors for the Annual Meeting of Stockholders to be held on May 23, 2013. You are to vote my shares as follows: 1. The election of directors of all nominees listed (except as marked to the contrary below). Richard M. Eisenstaedt Anthony A. Nichols, Sr. FOR WITHHOLD FOR ALL EXCEPT INSTRUCTION: To withhold your vote for any individual nominee, mark “For All Except” and write that nominee’s name on the line provided below. 2. The ratification of the appointment of KPMG LLP as independent registered public accounting firm of Fox Chase Bancorp, Inc. for the year ending December 31, 2013. FOR AGAINST ABSTAIN 3. The approval of an advisory vote on the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement. FOR AGAINST ABSTAIN THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE LISTED NOMINEES AND THE PROPOSALS SET FORTH ABOVE. The Trustee is hereby authorized to vote all shares of Company common stock credited to my Plan account as indicated above. Date: Signature PLEASE COMPLETE, DATE, SIGN AND PROMPTLY MAIL THIS VOTE AUTHORIZATION FORM IN THE ENCLOSED POSTAGE-PAID ENVELOPE BY MAY 14, 2013.