Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On January 23, 2013, the Board of Directors of TF Financial Corporation (the "Company") amended the Company's Code of Ethics for Senior Financial Officers (the "Code"). In addition to certain non-substantive amendments, the Code was revised to reflect changes to the regulatory authorities that regulate the Company and its wholly-owned subsidiary, 3rd Fed Bank, and to provide that technical, administrative or other non-substantive amendments to the Code need not be disclosed by filing a Current Report on Form 8-K. A copy of the revised Code is attached hereto as Exhibit 14 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 14 - Code of Ethics for Senior Financial Officers, as amended on January 23, 2013

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