Item 1.01 Entry into a Material Definitive Agreement.

On December 3, 2012, TF Financial Corporation (the "Company") entered into Amendment No. 1 to Agreement ("Amendment No. 1") with Lawrence B. Seidman, Dennis Pollack, 2514 Multi-Strategy Fund, LP, Broad Park Investors, LLC, CBPS, LLC, LSBK06-08, LLC, Seidman and Associates, LLC, Seidman Investment Partnership, LP and Seidman Investment Partnership II, LP (such entities, together with Mr. Seidman and Mr. Pollack, the "Group"; each individually, a "Group Member"). The Group Members are stockholders of the Company who beneficially own an aggregate of 5.7% of the Company's issued and outstanding shares of common stock as of the date of Amendment No. 1.

Amendment No. 1, among other things, amends the original Agreement by and among the Company and the Group, dated November 4, 2011 (the "Agreement"), by establishing that the Agreement will remain in effect until November 4, 2013 or for as long as Dennis Pollack remains a director of the Company, whichever is later. Pursuant to Amendment No. 1, the Company also agreed, at the next regular meeting of the Company's board of directors after the date of Amendment No. 1, to appoint Mr. Pollack to the Strategic Alternatives Committee (the "Committee") of the Company's Board of Directors. All other terms and conditions of the Agreement remain unchanged and in full force and effect.

The foregoing description is qualified in its entirety by reference to the full text of Amendment No. 1, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description of Exhibit

10.1 Amendment No. 1 to Agreement, dated December 3, 2012, by and among TF Financial Corporation, Dennis Pollack, Lawrence B. Seidman, 2514 Multi-Strategy Fund, LP, Broad Park Investors, LLC, CBPS, LLC, LSBK06-08, LLC, Seidman and Associates, LLC, Seidman Investment Partnership, LP and Seidman Investment Partnership II, LP.

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